TCR_Public/130412.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, April 12, 2013, Vol. 17, No. 100

                            Headlines

1701 COMMERCE: Can Continue Cash Collateral Use Until April 30
1701 COMMERCE: Court Sides with Creditors, Ends Exclusivity
400 EAST: Has Deal on Use of Cash Collateral Until April 30
710 LONG RIDGE: Court Okays $5MM Financing for Nursing Homes
AAR CORP: Moody's Assigns 'Ba3' Rating to $125MM Sr. Notes Add-on

AAR CORP: S&P Affirms 'BB' Unsecured Debt Rating After Add-On
ABITIBIBOWATER INC: Judge Spikes Investor Appeal of Ch. 11 Plan
ACTIVECARE INC: Shareholders Elect Five Directors to Board
AEMETIS INC: Delays 2012 Form 10-K, Expects to Report $4.3MM Loss
AHERN RENTALS: Wants to Expand Deloitte FAS's Scope of Employment

AIDA'S PARADISE: Amends Schedules of Assets and Liabilities
ALLIED INDUSTRIES: Has OK to Use Cash Collateral Until May 21
ALLIED SYSTEMS: Court Extends Exclusive Plan Filing Until June 6
ALLIED SYSTEMS: Taps Mercer US as Compensation Consultants
AMERICAN AIRLINES: Seeks OK of Travelport and Orbitz Deals

AMERICAN AIRLINES: Wins OK of N643AA Deal With US Bank
AMERICAN AIRLINES: Seeks to Reject Aircraft Lease With WTC
AMERICAN AIRLINES: Wins Approval of BNY Claims Settlement
AMERICAN INT'L: Investors' $115MM Greenberg Settlement Approved
AMERICAN PETROLEUM: Moody's Hikes PDR to 'B3-PD', Stable Outlook

AMERICAN REALTY: Wants Until June 25 to Propose Chapter 11 Plan
AQUILEX LLC: S&P Removes 'B' Rating from CreditWatch
AUTO CARE: Resolves Woes with "Substantial Equity Contribution"
BALLENGER CONSTRUCTION: Liberty Mutual Sues CPA Over $50M Losses
BEATRICE COMMUNITY: Fitch Cuts $30MM Revenue Bond Rating to 'BB+'

BERNARD L. MADOFF: Appeals Court Says Fraud Victims Can't Sue SEC
BIG M: Proposes YM-Led Auction for Assets on May 13
BIRDSALL SERVICES: NJ Appeals Access to $3MM in Frozen Assets
BLITZ USA: Largest Creditor Wants Cases Converted to Ch. 7
BOART LONGYEAR: Moody's Changes Outlook to Stable & Keeps Ba2 CFR

BOSTON PROPERTIES: Fitch Rates $200MM Preferred Stock 'BB+'
BREVARD COLLEGE: Fitch Affirms B+ Rating on $10MM Refunding Bonds
CAMBRIDGE HEART: Delays 2012 Form 10-K for Lack of Funds
CARAUSTAR INDUSTRIES: Moody's Rates New $300MM Term Loan 'B2'
CARECORPS MANAGEMENT: Bankr. Ct. Order on Jamison Claim Upheld

CENTENNIAL BEVERAGE: Liquor Stores All Closed or Being Sold
CENTENNIAL BEVERAGE: Taps Montgomery Coscia as Tax Advisor
CENTRAL EUROPEAN: Hiring Approvals Sought
CENTRAL TEXAS REGIONAL: Moody's Ups Sub. Lien Bond Rating From Ba1
CHINA GREEN: Delays Form 10-K for 2012

CIRTRAN CORP: Delays 2012 10-K, Expects to Report $2.2MM Loss
CITIZENS CORP: Court Sets May 7 Plan Confirmation Hearing
COLDWATER PORTFOLIO: Asks for Plan Exclusivity Until May 31
CONEXANT SYSTEMS: Former HQ Lease Rejection Approved
COVIS PHARMA: Moody's Assigns 'B3' CFR; Outlook is Stable

COVIS PHARMA: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
CRAWFORDSVILLE LLC: Court OKs SugarFGH as Committee's Counsel
DC DEVELOPMENT: Has Court OK to Hire MacKenzie Capital as Broker
DEEP DOWN: Accepts Resignation of M. Newbury as Vice President
DETROIT WATER: Fitch's New Ratings Still Reflects CCC-Rated Bonds

DEX ONE: Gets Court's Final Nod to Use Cash Collateral
DUMA ENERGY: Submits Formal Application for NASDAQ Listing
DVORKIN HOLDINGS: Trustee Has Nod to Hire CBRE Inc. as Broker
DVORKIN HOLDINGS: Trustee Can Employ NAI Hiffman as Broker
DYNAVOX: Gets NASDAQ Share Delisting Notice

EL FARMER: Court Takes Back Order Denying Cash Collateral Use
ELEPHANT TALK: Incurs $23.1 Million Net Loss in 2012
ELPIDA MEMORY: Appeals Stretch Timeline for Micron's Takeover
EMIGRANT BANCORP: Fitch Hikes Longterm IDR to 'B'; Outlook Stable
EMPRESAS OMAJEDE: PREPA Gets Adequate Assurance Payment

EVERGREEN OIL: Taps Levene Neale as Bankruptcy Counsel
EVERGREEN OIL: Jeffer Mangels Tapped as Corporate Counsel
EVERGREEN OIL: Case Summary & 20 Largest Unsecured Creditors
FIRST STREET: Has Nod to Amend Scope of Binder & Malter Employment
FLAT OUT: Committee Has OK to Hire CBIZ as Financial Advisor

FLAT OUT: Has Nod to Hire J.H. Chapman for Stir Crazy Sale
FLAT OUT: General Claims Bar Date Set for May 10
FLORIDA GAMING: Board OKs Morrison Brown as Principal Accountant
FR 160: Hearing on Flagstaff Ranch's Dismissal Motion on May 8
GGW BRANDS: 'Girls Gone Wild' Being Taken Over by Ch. 11 Trustee

GMX RESOURCES: Allowed to Start Tapping $50M Bankruptcy Loan
GRAYMARK HEALTHCARE: Amends Purchase Agreement with Foundation
GSC GROUP: Kaye Scholer Threatened with Trial in Ethics Row
HAMPTON CAPITAL: Gordon, Hampton Bid to Auction Equipment
HANDY HARDWARE: Creditors Balk at Chapter 11 Exit Plan

HARLAND CLARKE: Moody's Rates Proposed $750-Mil. Term Loan 'B1'
HARLAND CLARKE: S&P Assigns 'B+' Rating to $750MM Loan Due 2018
HAWAII OUTDOOR: Has Court OK to Use Cash Collateral Until April 29
HDD ROTARY: Court Rules on Bid for Summary Judgment in Advent Suit
HILLTOP FARMS: Has Until May 2 to File Chapter 11 Plan

HOWREY LLP: Tussles with Firms on "Unfinished Business" Claims
HOWREY LLP: Creditor Can't Target Equity Holders in Class Action
HOWREY LLP: Trustee Targets Haynes, Hunton in Latest Suits
IDO SECURITY: Delays Form 10-K for 2012, Audit Ongoing
IMMUNOLOGY PARTNERS: Court Won't Enforce Paradis Accord

IMPERIAL PETROLEUM: Case Converted to Voluntary Chapter 11
INDIANA BANK: Holding Company Files Ch. 11 to Sell Bank
INTERSTATE PROPERTIES: Has OK to Use Cash Collateral Until May 28
J.C. PENNEY: Post-Johnson Options Seen to Include Sale
J.C. PENNEY: Moody's Says CEO Change Raises Uncertainty

LANCELOT INVESTORS: Winston Violated Duties, 7th Circ. Hears
LAND RESOURCE: National Union Sued Over $40M Coverage in Row
LAND SECURITIES: Has Court's Nod to Hire Weinman as Bankr. Counsel
LAUREATE EDUCATION: $310MM Add-On Loan No Impact on Moody's CFR
LEHMAN BROTHERS: Fixes Up Rose Ranch Development for Cash Sale

LEHMAN BROTHERS: Investors Want $640M Fraud Suit in State Court
LEHMAN BROTHERS: Settles Derivatives Dispute with Liberty Square
LIBERTY MUTUAL: Fitch Affirms 'BB' Ratings on 3 Subordinated Notes
LITHIUM TECHNOLOGY: Delays Form 10-K for 2012
LLS AMERICA: 3 Entities Fined for Not Complying With Discovery

LLS AMERICA: Phillips Fails in Bid to Dismiss Trustee Suit
LOS ANGELES DODGERS: Blackstone Ducks Questions From McCourt's Ex
LYONDELL CHEMICAL: Judge Axes Highland Contract Suit Against UBS
MAKENA GREAT: El Monte Can Access Wells Fargo Cash Until May 4
MAKENA GREAT: Hearing on Motion to Use Collateral Set for May 1

MANTECH INTERNATIONAL: S&P Retains 'BB+ Rating on $200MM Notes
MAXCOM TELECOMUNICACIONES: Ventura Extends Offer to April 24
MERIDIAN MORTGAGE: Firm Sanctioned for Holding Ponzi Scheme Docs
MSR RESORT: Co., Paulson Execs Sued Over $59M Debt, Ch. 11 Sale
MUSCLEPHARM CORP: 2012 Gross Sales Increase 267% to $78 Million

NAMCO LLC: Section 341(a) Meeting Scheduled for April 30
NAMCO LLC: US Trustee Names 7 Members to Creditors Committee
NEW ENERGY: Randall L. Chrobot Wants Stay Lifted to Continue Suit
NEW ENERGY: Withdraws Motion to OK Incentive Plan
NII HOLDINGS: S&P Retains 'CCC+' Rating After Tack-On Offering

NNN 3500: Asks for Court OK to Use Wachovia Bank's Cash Collateral
NORSE ENERGY: Lands $800,000 in Interim Financing
NORTEL NETWORKS: Judicial Proceedings to Settle Allocation Dispute
OHIO WATER: Fitch Assumes Unrated Borrowers to be in 'B' Category
OVERSEAS SHIPHOLDING: Kythnos Files Assets & Debts Schedules

OVERSEAS SHIPHOLDING: Leo Tanker Files Assets & Debts Schedules
OVERSEAS SHIPHOLDING: Leyte Product Files Assets, Debts Schedules
OVERSEAS SHIPHOLDING: Limar Charter Files Assets, Debts Schedules
PACIFIC THOMAS: Court Allows Cash Collateral Use to Pay Fees
PATRIOT COAL: Creditors May Take Part in Labor Hearing

PEMCO WORLD: Settles Workers' WARN Act Suit
PHIL'S CAKE: Amended Plan Says SCB Loans to Be Paid in 6 Years
PINNACLE AIRLINES: Tenn. Tax Agency, et al. Oppose Plan Approval
PINNACLE FOODS: Moody's Upgrades CFR to 'B1' After IPO Launch
PINNACLE FOODS: S&P Raises Corporate Credit Rating to 'B+'

PINNACLE OPERATING: S&P Assigns 'B' CCR & Rates $350MM Loan 'B'
POINT CENTER: Has Court's Nod to Use Cash Collateral Until May 22
POINT CENTER: Taps Jeffrey Benice as Special Litigation Counsel
POINT CENTER: Files Schedules of Assets & Liabilities
POSEIDON CONCEPTS: Obtains CCAA Protection Order

POWERWAVE TECHNOLOGIES: Obtains $5MM DIP Loan, Extends Sale Dates
POWERWAVE TECHNOLOGIES: Hires Houlihan Lokey as Investment Banker
PREMIER PAVING: Has Court's Nod to Use Cash Collateral Until May 1
PUERTO DEL REY: Has Interim OK to Use Cash Collateral Until May 13
PUERTO DEL REY: Hearing on Case Dismissal Set for May 13

RAPID-AMERICAN CORP: Court Okays Reed Smith as Counsel
RAPID-AMERICAN CORP: US Trustee Names 5 Members to Creditors Panel
RAPID-AMERICAN CORP: Files Schedules of Assets & Liabilities
READER'S DIGEST: Unsecured Creditors May Share on $500,000 Pot
READER'S DIGEST: Balks at Committee's Demand to Escrow Proceeds

REAL ESTATE ASSOCIATES: Delays Form 10-K for 2012
REGENCY CENTERS: Fitch Affirms 'BB+' Preferred Stock Rating
REGAL CINEMA: Debt Facility Repricing No Impact on Moody's B1 CFR
RENAISSANCE HOSPITAL: 5th Circ. Blocks Contractor Claims
RESIDENTIAL CAPITAL: April 30 Hearing on Bid to Use Cash

REVEL AC: Taps Law Firms, Advisors as Bankruptcy Professionals
REVSTONE INDUSTRIES: Greenwood Forgings Wants Cash Use 'til May 31
ROBBIE PERKINS: Greensboro Mayor Declares Bankruptcy
ROSELAND VILLAGE: Plan Confirmation Hearing on May 15
ROTECH HEALTHCARE: Has Interim Loan Approval to Support Prepack

ROTECH HEALTHCARE: Disclosure Statement Hearing Set for May 16
ROTECH HEALTHCARE: Wins Approval for Epiq as Claims Agent
ROTHSTEIN ROSENFELDT: Feds Want Versace Mansion Subpoena Quashed
ROTHSTEIN ROSENFELDT: Creditors Gambling on Litigation
SABINE PASS: New $1.5-Bil. Senior Notes Get Moody's 'Ba3' Rating

SABINE PASS: S&P Assigns 'BB+' Rating to $1BB Senior Secured Bonds
SAI HOLDINGS: Summary Judgment Bids vs. Toncee's Motion Denied
SAN DIEGO HOSPICE: Taps Foley & Lardner as Medicare Counsel
SAN DIEGO HOSPICE: Hires Medical Dev't as Healthcare Advisor
SAN DIEGO HOSPICE: Has Court OK FOR Procopio Cory as Counsel

SATCON TECHNOLOGY: JCI Joins Bank in Opposing Operations
SCOTTSDALE VENETIAN: Has Nod to Use Cash Collateral Until May 31
SCOTTSDALE VENETIAN: No Creditors Committee Appointed
SEAWORLD PARKS: IPO and Dividend Policy Won't Impact 'B1' CFR
SENSATA TECHNOLOGIES: Moody's Rates New $400MM Senior Notes 'B1'

SEQUENOM INC: Incurs $117 Million Net Loss in 2012
SHOCKING TECHNOLOGIES: Littelfuse Writes Off Loan Balance
SIGNATURE TRUST: Voluntary Chapter 11 Case Summary
STAMP FARMS: Creditors Committee Has 3 New Members
STANFORD GROUP: Victim Payment Plan Goes to Judge

STEREOTAXIS INC: Post-Effective Amendments to Form S-1 Prospectus
STEWARD HEALTH: S&P Retains 'B' CCR Over Upsized Term Loan
SUPERMEDIA INC: Has Court's Final OK to Access Cash Collateral
SYNAGRO TECHNOLOGIES: Moody's Affirms 'Caa3' Corp. Family Rating
T3 MOTION: Delays 2012 Form 10-K, Expects to Report $21MM Loss

TAYLOR BEAN: FDIC Fires Back at PwC's Bid to Dodge $1B Suit
TRANS-LUX CORP: Delays Form 10-K for 2012
TRIANGLE MAINTENANCE: Suit Against Liberty Mutual Goes to Trial
TRINET HR: $150-Mil. Debt Increase Cues Moody's to Up CFR to 'B2'
TRITON CONTAINER: S&P Affirms 'BB+' Corporate Credit Rating

US AIRWAYS: Fitch Assigns 'BB+' Rating to $199.5MM Class B Certs.
US AIRWAYS: Moody's Assigns Ba1/B1 Ratings to Series 2013-1 EETCs
US EDUCATION LOAN: Moody's Reviews B3-Rated Loan Notes for Upgrade
VENTANA 20/20: Settles With Creditors, Asks for Dismissal
VHGI HOLDINGS: Paul Risinger Holds 89% Equity Stake at Feb. 20

VIVARO CORP: Asks Court to Further Extend Plan Filing Until July 2
VIVARO CORP: Taps Womble Carlyle to Advise on FCC Rules
VUZIX CORP: Has Agreements for $4.2-Mil. in Debt Restructuring
W.R. GRACE: Reports $52-Mil. Prelim. First Quarter Net Income
WATERSTONE AT PANAMA: Case Summary & Creditors List

WENTWOOD BAYTOWN: Case Summary & 20 Largest Unsecured Creditors
WESTERN CAPITAL: Files for Chapter 11 in Denver
WESTERN CAPITAL: Case Summary & 10 Largest Unsecured Creditors
WILLIAM LYON: Seeks to Raise $200 Million in IPO

* Individual's Ch. 7 Can Convert Involuntarily to Ch. 11
* Destitute Makes It Easier for Students to Discharge Loans

* Fitch Takes Rating Action on U.S. Niche Real Estate Banks
* Moody's Releases Revised Methodology for Post-Default Programs
* Moody's Examines Role of Holdout Creditors in Restructurings
* Moody's Notes Declining Covenant Quality of High-Yield Bonds
* Moody's Requests Comments on Rating Bank Contingent Capital
* Moody's Issues New Commercial Property Price Indices

* Asbestos Attys Back Bankruptcy Trust Disclosure Bill in Pa.
* Junk-Bond Covenants Continue Declining in Quality
* LPS' Feb. Mortgage Monitor Data Show Seasonal Loan Cure Increase
* Richmond Fed: "Living Wills" Can End "Too Big to Fail"
* Scant Relief in Foreclosure Payouts

* AIG Seeks to Bar Greenberg from Suing U.S. on Its Behalf
* Bank of America $2.4 Billion Settlement Approved by Judge
* CFTC Said to Subpoena ICAP Brokers, Dealers on Swap Prices
* Dimon Sees More Regulator Scrutiny After Whale Loss
* Lenders Used Aid to Repay TARP
* Mary Jo White Confirmed as SEC Chief

* Brown Rudnick Hits West Coast With SoCal Boutique Purchase
* Ernst & Young FSO Office Enhanced
* Grant Thornton Expands Corporate Advisory & Restructuring Unit

* BOOK REVIEW: George Eastman: Founder of Kodak and the
               Photography Business

                            *********

1701 COMMERCE: Can Continue Cash Collateral Use Until April 30
--------------------------------------------------------------
The U.S. Bankruptcy Court signed a sixth amended order authorizing
1701 Commerce, LLC, to continue using cash collateral of senior
lender Dougherty Funding, LLC, through April 30, 2013.

The continued interim use of cash collateral is conditioned on
Senior Lender's receipt of a monthly adequate protection payment
from the Debtor in the amount of $241,000 no later than April 5,
2013.  The Debtor is not authorized, absent Senior Lender's
consent, to make any payment or disbursement to any insider,
affiliate or otherwise related party of the Debtor.

A copy of the budget is available for free at:

    http://bankrupt.com/misc/1701_COMMERCE_cashcollbudget.pdf

As reported by the Troubled Company Reporter on Jan. 30, 2013, the
Court signed a fourth amended agreed order continuing the Debtor's
cash collateral use through Feb. 28, 2013.

Thereafter, the parties agreed to extend use of cash collateral
through Feb. 28, 2013, pursuant to, among other things, the terms
and conditions outlined in the fourth amended agreed order
continuing use of cash collateral.  The parties then agreed to
further extend use of cash collateral through March 31, 2013,
pursuant to, among other things, the terms and conditions outlined
in the fifth amended agreed order continuing use of cash
collateral.

                        About 1701 Commerce

1701 Commerce LLC, owner and operator of a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas, filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on
March 26, 2012.  The Debtor also was the former operator of a
Shula's steakhouse at the Hotel.

1701 Commerce was previously named Presidio Ft. Worth Hotel LLC,
but changed its name to 1701 Commerce, prior to the bankruptcy
filing date to reduce and minimize any potential
confusion relating to an entity named Presidio Fort Worth Hotel
LP, an unrelated and unaffiliated partnership that was the former
owner of the hotel property owned by the Debtor.

1701 Commerce is a Nevada limited liability company whose members
are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II,
Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are
managed by Richfield Hospitality Group, an independent management
company that is not affiliated with the Debtor or any of its
members.

Judge D. Michael Lynn presides over the bankruptcy case.  The
Debtor disclosed $71,842,322 in assets and $44,936,697 in
liabilities.

The Plan co-proposed by the Debtor and Vestin Realty Mortgage I,
Inc., Vestin Realty Mortgage II, Inc., and Vestin Fund III, LLC,
provides that, among other things, Convenience Class of Unsecured
Claims of $5,000 will be paid 100% in cash without interest within
30 days after Effective Date, and Unsecured Claims in Excess of
$5,000 will be paid 100% with interest at 5% through 20 quarterly
payments.


1701 COMMERCE: Court Sides with Creditors, Ends Exclusivity
-----------------------------------------------------------
The U.S. Bankruptcy Court has terminated the exclusive period
during which only 1701 Commerce, LLC, may file a plan in this
bankruptcy case.

As reported by the Troubled Company Reporter on March 22, 2013,
the Court denied the Debtor's motion to extend exclusivity, as a
proposed order had not been submitted and no response had been
made to two Clerk's correspondences, indicating that insufficient
action had been taken to obtain the relief being sought.  The
Debtor sought a 90-day plan exclusivity extension from Nov. 24,
2012.

In 2012, creditors Presidio Hotel Fort Worth, LP, PHM Services,
Inc., Edward Delorme, and Sushil Patel, filed documents seeking a
determination that the Debtor's exclusivity has terminated; or in
the alternative, enter an order terminating exclusivity.  The
Presidio Creditors said that they are prepared to file a plan
which will pay all creditors in full and which will leave millions
of dollars for equity.  The plan would sell the hotel for $49
million and leave the cash with the estate, as well as the TOT
Proceeds, thereby resulting in consideration to all creditors and
equity holders of $51 million (or more).  Each class of creditors
and interest holders would be unimpaired.

The Court said in an order dated March 21, 2013, that the
exclusive period has been modified, such that Presidio Creditors
may immediately file a proposed a Chapter 11 plan.  The exclusive
period will remain in place, as otherwise applicable, with respect
to any parties other than the Presidio Creditors.

                        About 1701 Commerce

1701 Commerce LLC, owner and operator of a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas, filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on
March 26, 2012.  The Debtor also was the former operator of a
Shula's steakhouse at the Hotel.

1701 Commerce was previously named Presidio Ft. Worth Hotel LLC,
but changed its name to 1701 Commerce, prior to the bankruptcy
filing date to reduce and minimize any potential
confusion relating to an entity named Presidio Fort Worth Hotel
LP, an unrelated and unaffiliated partnership that was the former
owner of the hotel property owned by the Debtor.

1701 Commerce is a Nevada limited liability company whose members
are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II,
Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are
managed by Richfield Hospitality Group, an independent management
company that is not affiliated with the Debtor or any of its
members.

Judge D. Michael Lynn presides over the bankruptcy case.  The
Debtor disclosed $71,842,322 in assets and $44,936,697 in
liabilities.

The Plan co-proposed by the Debtor and Vestin Realty Mortgage I,
Inc., Vestin Realty Mortgage II, Inc., and Vestin Fund III, LLC,
provides that, among other things, Convenience Class of Unsecured
Claims of $5,000 will be paid 100% in cash without interest within
30 days after Effective Date, and Unsecured Claims in Excess of
$5,000 will be paid 100% with interest at 5% through 20 quarterly
payments.


400 EAST: Has Deal on Use of Cash Collateral Until April 30
-----------------------------------------------------------
400 East 51st Street LLC, and 51st Street Lender LLC entered into
a stipulation authorizing the Debtor's use of cash collateral
until April 30, 2013.  The parties are in talks regarding a global
settlement of the case and the principal terms of a chapter 11
plan of reorganization.

Pursuant to the stipulation, the Debtor is authorized to pay
$540,000 from the funds held in an escrow account.

As adequate protection from any diminution value of the lender's
collateral, the Debtor will grant the lender a replacement lien in
all of the Debtor's presently owned or hereafter acquired property
and assets, subject to the carve out; and

Any committee (if appointed) will be entitled to investigate the
extent, validity and priority of the lender's prepetition
liens on the Property until April 30.

51st Street holds a first and second mortgage on the Debtor's
property consisting of a commercial unit and Unit 21C at  the
Grand Beekman Condominium located at 400 east 51st Street, New
York City.

                    About 400 East 51st Street

400 East 51st Street LLC filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-14196) on Oct. 9, 2012.  The Debtor, a Single
Asset Real Estate under 11 U.S.C. Sec. 101 (51B), owns property in
150 East 58th Street, New York.  Judge Robert E. Gerber presides
over the case.  Hanh V. Huynh, Esq., at Herrick, Feinstein LLP, in
New York, serves as counsel.  The petition was signed by Simon
Elias, member and chief administrative officer.

The Debtor disclosed $15,058,087 in assets and $11,509,639 in
liabilities as of the Chapter 11 filing.


710 LONG RIDGE: Court Okays $5MM Financing for Nursing Homes
------------------------------------------------------------
HealthBridge Management LLC on April 10 disclosed that the U.S.
Bankruptcy Court for the District of New Jersey has approved a
$5 million financing agreement for five Connecticut nursing homes
that will allow the facilities to continue providing quality
patient care during their Chapter 11 reorganization.
HealthBridge, which manages but does not own the facilities, also
said the Court approved an extension of interim modifications to
the facilities' collective bargaining agreements.

"The approval of these two motions ensures that these valuable
community resources will be able to carry on their vital work of
caring for their elderly residents," said Lisa Crutchfield, Senior
Vice President, Labor Relations, for HealthBridge Management.
"The new financing gives the nursing homes the financial stability
to reorganize and emerge from Chapter 11 as a more vibrant group
of facilities that will continue to serve residents for many
years."

The financing, known as a debtor-in-possession financing, is being
provided by Capital One and ensures timely payment to the nursing
homes' vendors and employees during the reorganization.  Each of
the five facilities is a sub-acute and long-term nursing care home
for the elderly in Connecticut.  The facilities are: Long Ridge of
Stamford, Newington Health Care Center, Westport Health Care
Center, West River Health Care Center, and Danbury Health Care
Center.

The facilities filed voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code on Feb. 24 in order to
reorganize and implement plans to create competitive and durable
cost structures.  The nursing homes' plans include gaining relief
from unsustainable union pension and medical benefits costs and
other restrictive provisions in the union labor agreements that
hamstring the facilities' flexibility.

                     About the Nursing Homes

The five nursing homes provide long-term care and short-term
rehabilitation services.  For long-term care residents who have
medical needs, the facilities provide 24-hour-a-day nursing care,
nutritional monitoring and planning, medication management,
personal care and other medical services such as podiatry,
dentistry and ophthalmology.  For individuals in need of nursing
and/or rehabilitation services following a recent hospitalization
for orthopedic surgery, stroke, oncology care, cardiac care,
general surgery and other diagnoses, the nursing homes offer
medical and physical rehabilitation including physical,
occupational and speech therapy, rehabilitative nursing and
physician directed rehabilitation plans, IV therapy, wound care
and other services.  The facilities are managed but not owned by
HealthBridge Management LLC, which is not party to the Chapter 11
filing.

                       About 710 Long Ridge

710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut.  The facilities, which are managed by
HealthBridge Management LLC, are Long Ridge of Stamford, Newington
Health Care Center, Westport Health Care Center, West River Health
Care Center, and Danbury Health Care Center.

710 Long Ridge and its affiliates sought Chapter 11 protection
(Bankr. D.N.J. Case Nos. 13-13653 to 13-13657) on Feb. 24, 2013 to
modify their collective bargaining agreements with the New England
Health Care Employees Union, District 1199, SEIU.

The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serve as counsel to the Debtors.  Logan & Company, Inc.
is the claims and notice agent.  Alvarez & Marsal Healthcare
Industry Group, LLC, is the financial advisor.


AAR CORP: Moody's Assigns 'Ba3' Rating to $125MM Sr. Notes Add-on
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the planned
$125 million add-on senior unsecured notes due 2022 of AAR Corp.
Concurrently, the Corporate Family Rating of Ba3 has been
affirmed. The rating outlook is stable. Proceeds from the
transaction will be put toward reduction of borrowings under AAR's
revolving credit facility. Like AAR's existing senior unsecured
notes due 2022, the issue will be an obligation of AAR Corp. and
will be guaranteed by substantially all of the company's
subsidiaries.

Ratings assigned:

  $125 million senior unsecured 7 1/4% notes due 2022, Ba3, LGD4,
  53%

Ratings affirmed:

  Corporate Family, Ba3

  Probability of Default, Ba3-PD

  $175 million senior unsecured 7 1/4% notes due 2022, Ba3, LGD4,
  to 53% from 52%

  Speculative Grade Liquidity, SGL-3

Rating Outlook, Stable

Ratings Rationale:

The Ba3 Corporate Family Rating reflects AAR's scale as an
established aircraft maintenance repair/overhaul (MRO) provider,
credit metrics on par with the rating level and a favorable
outlook for airline passenger miles. Balance between the company's
aircraft-related and defense business lines helps lessen impact
from a weakening defense sector. Debt to EBITDA was 3.6x and EBIT
to interest was 3.5x (Moody's adjusted basis), levels on par with
the rating level. AAR has reduced debt by $70 million over the
past nine months, which improved credit measures that had elevated
following acquisition spending of 2012. While capital requirements
of and a high degree of competition within the MRO business makes
asset return measures less robust versus similarly rated sector
peers, AAR's strategy of investing in alternative business lines
offers upside. The rating envisions debt to EBITDA ranging within
the 3x to 4x range as the company undertakes acquisitions to
expand synergies within its business segments.

The liquidity profile is adequate as denoted by the affirmed
Speculative Grade Liquidity rating of SGL-3. Next twelve month
free cash flow generation and cash on hand should cover near-term
debt maturities of approximately $80 million, but some light
revolver borrowing could be required to supplement. Limited
covenant headroom under the minimum net worth covenant of AAR's
revolving credit facility represents a constraining liquidity
consideration. Nonetheless, the planned note issuance will improve
the revolver borrowing availability level to about $375 million
from $244 million. Should covenant cushion ultimately expand, the
Speculative Grade Liquidity rating would probably rise.

Upward rating momentum would depend on expectation of higher
return levels and steady free cash flow. Debt to EBITDA in the low
3x range, return on assets approaching 5% with free cash flow to
debt in the mid-single digit percentage range would likely support
a higher rating. Downward rating pressure would mount with debt to
EBITDA above 4x and return on assets at or below 2%, or with a
weakening liquidity profile.

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

AAR Corp., headquartered in Wood Dale, Illinois, is a diversified
provider of parts and services to the worldwide aviation and
aerospace/defense industry. Revenues over the twelve months ended
November 30, 2012 were $2.2 billion.


AAR CORP: S&P Affirms 'BB' Unsecured Debt Rating After Add-On
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' issue rating
on AAR Corp.'s unsecured debt after a proposed $125 million add-on
to its 7.25% senior unsecured notes due 2022.  The '4' recovery
rating on the notes indicates S&P's expectations of average
(30%-50%) recovery in the event of payment default.  The company
plans to use the proceeds from the additional notes to pay down
revolver borrowings (about $305 million outstanding as of Feb. 28,
2013), therefore leverage will be essentially unchanged.

S&P's ratings on AAR reflect its well-established positions in
niche markets, participation in the cyclical and competitive
commercial aerospace industry, continued pressures on defense
spending, and "adequate" liquidity (as defined in S&P's criteria).
S&P assess the company's business risk profile as "fair" and
its financial risk profile as "significant."

RATINGS LIST

AAR Corp.
Corporate Credit Rating            BB/Stable/--

Ratings Affirmed

AAR Corp.
Senior Unsecured
  $300 mil 7.25% notes due 2022*    BB
   Recovery Rating                  4

* Includes $125 mil. add-on


ABITIBIBOWATER INC: Judge Spikes Investor Appeal of Ch. 11 Plan
---------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a Delaware federal
judge on Tuesday nixed a shareholder's appeal of AbitibiBowater
Inc.'s confirmed Chapter 11 plan, rejecting the proposal that
investors should receive a 5 percent distribution of common stock
from the now-reorganized paper giant as inequitable.

According to the report, investor Peter I. Shah had challenged the
bankruptcy court's November 2010 approval of AbitibiBowater's
reorganization plan, claiming a proper valuation would have put
shareholders in the money instead of extinguishing their equity,
but U.S. District Judge Leonard P. Stark granted the company's
motion to dismiss.

                   About AbitibiBowater Inc.

Bowater Alabama LLC's parent company, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- owns or operates 18 pulp and
paper mills and 24 wood products facilities located in the United
States, Canada and South Korea.  Marketing its products in more
than 70 countries, AbitibiBowater is also among the largest
recyclers of old newspapers and magazines in North America, and
has third-party certified 100% of its managed woodlands to
sustainable forest management standards.  AbitibiBowater's shares
trade under the stock symbol ABH on both the New York Stock
Exchange and the Toronto Stock Exchange.

The Company and several of its affiliates, including Bowater
Alabama, filed for protection under Chapter 11 of the U.S.
Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No.
09-11296).  The Company and its Canadian affiliates commenced
parallel restructuring proceedings under the Companies' Creditors
Arrangement Act before the Quebec Superior Court Commercial
Division the next day.  Alex F. Morrison at Ernst & Young, Inc.,
was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, served as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acted as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, served as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, served as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors were Advisory Services LP, and their noticing and claims
agent was Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel was Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Luc A. Despins, Esq., at Paul, Hastings, Janofsky & Walker LLP, in
New York, served as counsel to the Official Committee of Unsecured
Creditors.  Jamie L. Edmonson, Esq., GianClaudio Finizio, Esq.,
and Daniel A. O'Brien, Esq., at Bayard, P.A., in Wilmington,
Delaware, served as local counsel to the Creditors Committee.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Pauline K. Morgan,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, represented the Chapter 15 Debtors.

U.S. Bankruptcy Judge Kevin Carey handled the Chapter 11 cases of
AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15
case of ACI, et al.

The U.S. Bankruptcy Court issued an opinion confirming
AbitibiBowater's chapter 11 plan of reorganization on Nov. 22,
2010.  The Debtors also obtained approval of their reorganization
plan under the Canadian Companies' Creditors Arrangement Act.
AbitibiBowater emerged from bankruptcy on Dec. 9, 2010.


ACTIVECARE INC: Shareholders Elect Five Directors to Board
----------------------------------------------------------
At ActiveCare, Inc.'s annual meeting of shareholders held on
March 25, 2013, the shareholders elected James Carter, David G.
Derrick, Jack Johnson, William Martin and Robert Welgos to the
Board of Directors.

ActiveCare stockholders voted to approve an amendment to the
Certificate of Incorporation enacting a 10-for-1 Reverse Stock
Split.  The shareholders also approved, on an advisory basis, the
compensation paid to the Company's "named executive officers" for
the year ended Sept. 30, 2012, and approved future stockholder
advisory votes regarding named executive officer compensation to
be taken every three years.

The stockholders approved the Company's 2013 Equity Compensation
Plan and ratified the Board's selection of Tanner LC as its
independent registered public accountant for fiscal year 2013.

                          About ActiveCare

South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products.  The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs.  The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers.  The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.

The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.

ActiveCare incurred a net loss of $12.36 million for the year
ended Sept. 30, 2012, compared with a net loss of $7.89 million
during the prior year.

ActiveCare's balance sheet at Sept. 30, 2012, showed $5.87 million
in total assets, $13.59 million in total liabilities, and a
$7.71 million total stockholders' deficit.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012, citing recurring
operating losses and an accumulated deficit which conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


AEMETIS INC: Delays 2012 Form 10-K, Expects to Report $4.3MM Loss
-----------------------------------------------------------------
Aemetis, Inc., was unable to file, without unreasonable effort and
expense, its annual report on Form 10-K for the year ended
Dec. 31, 2012, because the Company's management has not completed
their review of the Company's financial statements.  It is
anticipated that the Annual Report on Form 10-K will be filed on
or before the 15th calendar day following the prescribed due date
of the Company's Annual Report on Form 10-K.

On March 8, 2013, the Company furnished a news release announcing
its earnings for the quarter and year ended Dec. 31, 2012.  Since
the date of the announcement, the Company has identified the
following transactions that impact the results of operations:

    (1) a Type I subsequent event resulting in a charge to the
        statement of operations in the amount of approximately
        $2.1 million; and

    (2) an adjustment to the final price attributed to the stock
        issued in connection with the Cilion acquisition and
        related debt financing that resulted in a benefit to the
        statement of operations in the amount currently estimated
        at approximately $6.9 million.

The Company anticipates reporting, upon completion of the review
by management, a net loss of approximately $4.3 million for the
year ended Dec. 31, 2012.

                           About Aemetis

Headquartered in Cupertino, California, Aemetis, formerly AE
Biofuels Inc., is an advanced fuels and renewable chemicals
company.  Aemetis -- http://www.aemetis.com/-- owns and operates
a 55 million gallon renewable fuels plant in California; and owns
and operates a 50 million gallon capacity renewable chemicals and
advanced fuels production facility on the east coast of India.
Aemetis operates a research and development laboratory at the
Maryland Biotech Center, and holds four granted patents and ten
pending patents on its Z-microbe and related technology for the
production of renewable fuels and chemicals.

Aemetis incurred a net loss of $18.29 million in 2011, as compared
with a net loss of $8.56 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $98.84 million in total assets,
$87.46 million in total liabilities and $11.37 million in total
stockholders' equity.


AHERN RENTALS: Wants to Expand Deloitte FAS's Scope of Employment
------------------------------------------------------------------
Ahern Rentals, Inc., seeks permission from the U.S. Bankruptcy
Court for the District of Nevada to expand the scope of employment
of Deloitte Financial Advisory Services LLP as financial and
restructuring advisor to include the provision of financial
advisory services in connection with the confirmation of Debtor's
second amended plan of reorganization.

As reported by the Troubled Company Reporter on March 27, 2013,
the Debtor previously obtained court permission to employ Deloitte
FAS in lieu of CRG Partners Group LLC as their financial and
restructuring advisor and as their interest rate expert, nunc pro
tunc to April 27, 2012.  The Debtor previously engaged CRG as its
financial and restructuring advisor pursuant to an engagement
agreement dated Dec. 12, 2011.  Thereafter, substantially all of
CRG's assets, including CRG's interests in certain of CRG's
bankruptcy and reorganization consulting engagement letters,
inclusive of the CRG Engagement Agreement, were acquired by
Deloitte FAS on April 27, 2012.

In a court filing dated April 8, 2013, the Debtor said that it
wants to expand Deloitte FAS's scope of employment to include
these services:

      a. assisting the Debtor in its preparation of reports and
         presentations regarding the Debtor's history, business
         plan, and other future and strategic plans;

      b. assisting the Debtor in its preparation and analysis of
         the Debtor's projections, feasibility, and sensitivities
         and any related reports; and

      c. providing a Deloitte FAS partner, principal or director
         to serve as the Debtor's rebuttal expert in connection
         with the noteholder plan proponents' valuation of the
         Debtor.

The Debtor conferred with the U.S. Trustee and the Official
Committee of Unsecured Creditors regarding the expansion of
Deloitte FAS's scope of employment.  The Trustee and the Committee
have indicated that they do not oppose the application being filed
on an ex parte basis.

To the best of the Debtor's knowledge, Deloitte FAS is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors or their estates.

                        About Ahern Rentals

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

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

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

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

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

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

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

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

In December 2012, the Court terminated Ahern's exclusive right to
propose a plan, saying the company failed to negotiate in good
faith after a year in Chapter 11.  Certain holders of the Debtor's
9-1/4% senior secured second lien notes due 2013 proposed in
February their own Plan to complete with Ahern's proposal.  The
Noteholder Group consists of Del Mar Master Fund Ltd.; Feingold
O'Keeffe Capital, LLC; Nomura Corporate Research & Asset
Management Inc.; Och-Ziff Capital Management Group; Sphere
Capital, LLC - Series B; and Wazee Street Capital Management, LLC.
They are represented by Laurel E. Davis, Esq., at Fennemore Craig
Jones Vargas, Kurt A. Mayr, Esq., and Daniel S. Connolly, Esq., at
Bracewell & Giuliani LLP.

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

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

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


AIDA'S PARADISE: Amends Schedules of Assets and Liabilities
-----------------------------------------------------------
Aida's Paradise LLC filed with the U.S. Bankruptcy Court for the
Middle District of Florida an amendment to its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,923,366
  B. Personal Property           $12,092,069
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,027,500
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $55,268
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $561,000
                                 -----------     ------------
        TOTAL                    $15,015,435       $9,643,768

The Debtor disclosed assets of $14,980,158 and total liabilities
of $9,323,768 in a prior iteration of the schedules.

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

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

                       About Aida's Paradise

Based in Maitland, Florida, Aida's Paradise LLC owns roughly three
acres of developed real property on International Drive in
Orlando, Florida.  It leases various parcels of the I-Drive
Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts
(aka Jennifer's Donuts), and CBS Outdoor (which operates an
electronic billboard on site).

Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla.
Case No. 12-00189) on Jan. 6, 2012.  Chief Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, serves as the Debtor's counsel.  Terry J.
Soifer and Consulting CFO, Inc., serves as its financial advisor.
The petition was signed by Dr. Adil R. Elias, manager.

Aida's Paradise, LLC, filed a Plan of Reorganization, as amended,
which contemplates that the Debtor will continue to manage and
lease to tenants its I-Drive properties, and will continue to try
to secure a new restaurant tenant.


ALLIED INDUSTRIES: Has OK to Use Cash Collateral Until May 21
-------------------------------------------------------------
The Hon. Maureen A. Tighe of the U.S. Bankruptcy Court for the
Central District of California has granted Allied Industries,
Inc., authorization to continue using the cash collateral of
California United Bank until May 21, 2013.

In a court order dated April 1, 2013, the Debtor was previously
allowed to use the cash collateral until April 1, 2013, to pay the
prepetition wages, salaries and payroll taxes.  As adequate
protection of the use of cash collateral, the Debtor granted CUB
replacement liens in the amount of $119,810.02, which replacement
liens have the same extent, validity, and priority as the security
interests held by CUB as of March 21, 2013.

As adequate protection for the continued use of cash collateral,
the Debtor will grant CUB replacement liens encumbering the
Debtor's assets.

The Debtor is given until May 7, 2013, to file the final budget.

The Court has set for May 21, 2013, at 11:00 a.m., the final
hearing on the Debtor's motion for authorization to use cash
collateral.

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


ALLIED SYSTEMS: Court Extends Exclusive Plan Filing Until June 6
----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has extended, at the behest of Allied
Systems Holdings, Inc., et al., the exclusive plan filing period
until June 6, 2013, and the exclusive solicitation period until
Aug. 5, 2013.

As reported by the Troubled Company Reporter on March 12, 2013,
the Debtors sought the extension of the exclusive periods in order
to give them additional time to negotiate a consensual exit
strategy with their stakeholders.  The Debtors related that their
major lenders and the Official Committee of Unsecured Creditors
appointed in their Chapter 11 cases have not coalesced around an
exit strategy.

                       About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.


ALLIED SYSTEMS: Taps Mercer US as Compensation Consultants
----------------------------------------------------------
Allied Systems Holdings, Inc., et al., asks for authorization from
the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware to employ Mercer (U.S.) Inc. as
compensation consultants to the Debtors, nunc pro tunc to
March 20, 2013.

Mercer will:

      (a) review historical and current compensation programs and
          assess gaps to be addressed by supplemental compensation
          plans, meet with representatives of executive leadership
          and assess the retention and incentive needs for
          Allied's key employees;

      (b) provide an assessment of the market competiveness of the
          compensation programs in place for members of management
          relative to organizations of Allied's size and industry;

      (c) present benchmark information on key employee incentive
          plans in various other Chapter 11 cases;

      (d) using the results of the discovery and benchmarking
          processes and Mercer's proprietary database of
          bankruptcy incentive plans, design a key employee
          incentive program for Allied which incentivizes key
          executives, aligns management's objectives with
          creditors' objectives, and meets the criteria of
          bankruptcy laws and the scrutiny of the court; and

      (e) as needed, support Allied and counsel in seeking
          approval of the proposed plan from the court including a
          declaration, participation in calls with creditors and
          advisors and attendance of court hearings which may
          include testimony.

Mercer will be paid at these hourly rates:

          Researcher              $50-$150
          Analyst                $150-$300
          Associate              $250-$400
          Sr. Associate          $350-$550
          Principal              $500-$700
          Partner                $700-$950

John Dempsey, a partner at Mercer, attests to the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors or their estates.

A hearing on the employment of Mercer will be held on May 9, 2013,
at 2:00 p.m. (Eastern Daylight Time).

                       About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.


AMERICAN AIRLINES: Seeks OK of Travelport and Orbitz Deals
----------------------------------------------------------
American Airlines Inc. filed a motion seeking approval from Judge
Sean Lane of the U.S. Bankruptcy Court for the Southern District
of New York of two separate agreements with Travelport Limited and
Orbitz Worldwide LLC.

Both agreements resolve litigation between American Airlines and
the travel agencies, which the airline accused of monopolizing how
fares and flights are distributed to travel agents.  The
litigation is pending in a federal court in Texas.

Under the agreement with Travelport, American Airlines will
receive cash payments from the travel agency.  The deal also
resolves the litigation filed by the agency against the airline
in the Circuit Court for Cook County, Illinois.

As part of the settlement, American Airlines will take over some
existing agreements with Travelport, which have been revised
recently to improve the distribution of the airline's products.

The settlement agreements are available without charge at:

   http://bankrupt.com/misc/AMR_TravelportSettlement031213.pdf
   http://bankrupt.com/misc/AMR_OrbitzSettlement032913.pdf

Judge Lane will hold a hearing on April 23 to consider approval
of the proposed settlements.

Last month, American Airlines and Travelport announced they had
settled their antitrust lawsuit and signed a new global
distribution agreement, which allows the agency's subsidiaries to
sell American Airlines upgrades such as premium seating in
economy class.

The suit is American Airlines Inc. vs. Travelport Limited, a
foreign corporation, and Travelport, LP, and Orbitz Worldwide,
LLC No. 4:11-cv-00244-Y in United States District Court for the
Northern District of Texas Fort Worth Division.

                      About American Airlines

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

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

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

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

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


AMERICAN AIRLINES: Wins OK of N643AA Deal With US Bank
------------------------------------------------------
American Airlines Inc. won court approval of a settlement
agreement with U.S. Bank National Association.

American Airlines entered into the settlement agreement in
connection with a pre-bankruptcy deal it signed with the bank and
Wilmington Trust Co. to lease an aircraft, which bears FAA
registration number N643AA.

Under the deal, U.S. Bank can assert a general unsecured non-
priority claim against American Airlines for any breach,
termination, rejection or modification of the lease.  The allowed
claim won't be subject to any objection, counterclaim, right of
setoff or recoupment.

                      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: Seeks to Reject Aircraft Lease With WTC
----------------------------------------------------------
AMR Corp. seeks approval from the U.S. Bankruptcy Court in
Manhattan to reject a lease agreement with Wilmington Trust Co.

Wilmington administers the trust, which owns the equipment it
leased out to the company pursuant to the agreement.  The trust
obtained ownership of the equipment as part of a leveraged lease
transaction entered into by AMR and its affiliated debtors with
respect to an aircraft, which bears U.S. Registration Number
N90511.

A court hearing is scheduled for April 23.  Objections are due by
April 16.

                      About American Airlines

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

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

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

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

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


AMERICAN AIRLINES: Wins Approval of BNY Claims Settlement
---------------------------------------------------------
AMR Corp. received the green light from the U.S. Bankruptcy Court
in Manhattan to settle the pre-bankruptcy claims of Bank of New
York Mellon.

BNY Mellon is the indenture trustee for special facility revenue
bonds issued by the New York City Industrial Development Agency,
which owns and operates the John F. Kennedy International
Airport.

Under the deal, BNY Mellon is granted a general unsecured claim
of more than $85.7 million against AMR and against its regional
carrier, American Airlines Inc., on account of the bonds issued
under a 1990 indenture.  The bank is also granted a general
unsecured claim of more than $84.9 million against each of the
airlines on account of the bonds issued under a 1994 indenture.

The deal allows American Airlines to take over two lease
agreements with the agency with respect to its facilities located
at the JFK airport.

                      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 INT'L: Investors' $115MM Greenberg Settlement Approved
---------------------------------------------------------------
Bob Van Voris, writing for Bloomberg News, reported that a $115
million settlement between American International Group Inc.
shareholders and former executives including Maurice "Hank"
Greenberg was approved by a judge in New York.

According to the report, U.S. District Judge Deborah Batts granted
final approval to the agreement at a hearing in Manhattan federal
court. The ruling resolves claims by AIG shareholders against
Greenberg, former Chief Financial Officer Howard Smith, former
Vice President of Reinsurance Christian Milton, former Comptroller
Michael Catelli and Greenberg companies C.V. Starr and Starr
International Co.

Bloomberg related that the plaintiffs, led by a group of Ohio
public pensions, sued in 2004 and 2005, claiming the Starr
defendants misstated their involvement in alleged market-division
and bid-rigging schemes and also misled investors about an alleged
accounting fraud at AIG that resulted in the company's restating
$3.9 billion of earnings. A later restatement reduced the amount
to $3.4 billion.

Proceeds of the settlement, minus about $16 million in legal fees
and expenses, will go to a class of investors who bought AIG
shares from Oct. 28, 1999, to April 1, 2005, the report said.  On
April 4, Batts rejected the single objection to the agreement that
was received by the court, ruling that the Orloff Family Trust
wasn't eligible to object to the settlement.

The case is In Re American International Group Inc. (AIG)
Securities Litigation, 04-cv-8141, U.S. District Court
(Manhattan).


AMERICAN PETROLEUM: Moody's Hikes PDR to 'B3-PD', Stable Outlook
----------------------------------------------------------------
Moody's Investors Service has upgraded its Probability of Default
rating of American Petroleum Tankers Parent LLC to B3-PD from
Caa1-PD-LD, removing the limited default designation that was
recognized on April 5, 2013 following the conversion of the
company's junior debt to equity.

Moody's affirmed all of its other ratings assigned to APT
including the B2 Corporate Family rating. The outlook is stable.

Issuer: American Petroleum Tankers Parent LLC

Upgrades:

Probability of Default Rating, Upgraded to B3-PD from Caa1-PD /LD

Outlook Actions:

Outlook, Changed To Stable from Developing

Affirmations:

Corporate Family Rating, Affirmed B2

Senior Secured Bank Credit Facility Mar 28, 2018, Affirmed B2

Senior Secured Bank Credit Facility Sep 28, 2019, Affirmed B2

Ratings Rationale:

APT recently closed a new $280 million first lien senior secured
credit facility. Proceeds from this financing have been deposited
with the trustee of the indenture for the company's $254 million,
10.25% first lien senior secured notes due May 2015 ("Notes"),
pursuant to the indenture's terms, to fund the redemption of the
Notes that will occur on May 2, 2013. Moody's will withdraw the B1
rating assigned to the Notes upon their payoff.

The B2 Corporate Family rating reflects the company's improved
capital structure, with debt to capital of about 40% versus almost
100% prior to the refinancing. Moody's expects credit metrics to
strengthen to levels typical of issuers rated in the B rating
category. The rating considers the company's small size, the
cyclicality of the Jones Act tanker sector, the potential market
and price risk associated with renewing charters during cyclic
troughs and event risk as Moody's believes the company might seek
to grow the fleet. The stability of cash flows that the chartering
strategy should provide, the attractiveness of the relatively
young fleet to potential charterers and the good asset coverage
based on Moody's estimates of liquidation value of the ships
support the ratings. Adequate liquidity, anchored by expected free
cash flow of about $30 million per year and an excess cash flow
sweep and restricted payment terms governed by debt leverage
incurrence tests in the Credit Facility agreement further support
the ratings.

The stable outlook considers the favorable fundamentals in the
Jones Act product tanker trades that Moody's expects to continue
in upcoming years, leading to steady demand for APT's vessels at
levels of freight rates that will allow the company to generative
positive free cash flow. A positive rating action could occur if
APT was to strengthen its credit metrics profile, such as
sustaining Funds from Operations + Interest to Interest above 4.0
times and Debt to EBITDA below 4.0 times. Since the chartering
strategy locks in the majority of the company's revenue for
upcoming years, there is limited opportunity to trade its way to a
stronger credit metrics profile with its current fleet. A negative
rating action could occur if the company does not maintain strong
daily utilization of the fleet at favorable rates such that free
cash flow turns negative. Debt-funded fleet growth could also
pressure the rating as could a weakening of credit metrics, such
that Debt to EBITDA was greater than 6.0 times or Funds from
Operations + Interest to Interest approached 2.0 times.

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

American Petroleum Tankers Parent LLC, headquartered in Plymouth
Meeting, PA, owns a fleet of five modern U.S. Jones Act petroleum
products tankers. The company is owned by affiliates of The
Blackstone Group L.P. and Cerberus Capital Management L.P.


AMERICAN REALTY: Wants Until June 25 to Propose Chapter 11 Plan
----------------------------------------------------------------
American Realty Trust, Inc., asks the U.S. Bankruptcy Court for
the Northern District of Georgia to extend its exclusive periods
to file a proposed chapter 11 plan until June 25, 2013, and
solicit acceptances for that plan until Aug. 26, respectively.

The Debtor explains that it needs additional time to gather
relevant information, liquidate claims, and negotiate with
parties-in-interest in order to formulate a potential plan.

                    About American Realty Trust

Dallas, Texas-based American Realty Trust, Inc., is a subsidiary
of the real estate giant American Realty Investors Inc.  Coping
with a $73 million legal judgment from an apartment purchase that
collapsed more than a decade ago, American Realty Trust, Inc.,
filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-10883)
in Las Vegas on Jan. 26, 2012.  The case was later dismissed on
Aug. 1 by Judge Mike K. Nakagawa.  Creditors David M. Clapper,
Atlantic XIII, LLC, and Atlantic Midwest, LLC, sought the
dismissal, citing, among other things, the Debtor has been
stripped of assets prepetition and its ownership structure changed
10 days before the bankruptcy filing in an admitted effort to
avoid disclosures to the Securities and Exchange Commission.

American Realty Trust then filed for Chapter 11 protection (Bankr.
N.D. Ga. Case No. 12-71453) on Aug. 29, 2012.  Bankruptcy Judge
Barbara Ellis-Monro presides over the case.  Bryan E. Bates, Esq.,
and Gary W. Marsh, Esq. at McKenna Long & Aldridge, LLP represent
the Debtor in its restructuring effort.  The petition was signed
by Steven A. Shelley, vice president.

The Debtor has scheduled assets totaling $79,954,551, comprised
of: (i) real property valued at $87,884; (ii) equity interests in
affiliated entities of an unknown value; and (iii) litigation
claims valued at $79,866,667.  The Debtor has scheduled
liabilities totaling $85,347,587.95, comprised of: (i) $10,437.73
in unsecured priority tax claims; and (ii) unsecured non-priority
claims of $85,336,886.61 (of which at least $77,164,701.14 are
contested litigation claims against the Debtor).


AQUILEX LLC: S&P Removes 'B' Rating from CreditWatch
----------------------------------------------------
Standard & Poor's Ratings Services said it removed its 'B'
corporate credit rating on Norcross, Ga.-based industrial
maintenance provider Aquilex LLC from CreditWatch, where S&P had
placed it with negative implications on Feb. 28, 2013.  S&P then
affirmed the rating with a stable outlook and withdrew the issue
ratings on the debt that the company has repaid in full.

Subsequently, S&P withdrew the corporate credit rating on Aquilex
at the company's request.

"The CreditWatch resolution and affirmation follow Aquilex's sale
of its specialty repair and overhaul division to AZZ Inc., a Fort
Worth, Texas-based manufacturer of electrical equipment and
provider of galvanizing services, and its subsequent repayment of
its term loan," said Standard & Poor's credit analyst Jim Siahaan.
"The acquisition closed and the term loan was repaid on March 29,
2013," he added.


AUTO CARE: Resolves Woes with "Substantial Equity Contribution"
---------------------------------------------------------------
Auto Care Mall of Fremont, Inc., has asked the U.S. Bankruptcy
Court for the Northern District of California to dismiss its
Chapter 11 case, saying that the Debtor has by means of a
substantial equity contribution by Daniel Duc, the Debtor's
principal shareholder, resolved the difficulties precipitating the
Chapter 11 petition and is in a position to dismiss the Chapter 11
case.

At the outset of the case, the Debtor's principal creditors were
its two secured creditors: Bank of Marin, holding a first and
second deed of trust on the property securing a principal amount
of approximately $5,960,845; and Bank of America, N.A., holding a
junior deed of trust purporting to secure a debt of approximately
$6,000,000.  The Debtor's Chapter 11 case was precipitated by its
default under the BofM loans.  The Debtor has now reinstated those
loans, and accordingly, the principal cause for the Chapter 11
case has been resolved and the Debtor does not require further
Court action or relief to rehabilitate its business.

In January 2013, the Debtor undertook measures to resolve the
financial problems precipitating the Chapter 11 case, including
the following:

      a. Pursuant to a Court approved settlement, the Debtor
         secured the release of the liens against the Debtor's
         real property in favor BofA secured indebtedness in
         excess of $3.5 million.  The settlement was funded by Duc
         and confirmed that substantial equity existed in the
         Debtor's real property.

      b. The Debtor, with the substantial cash contribution from
         Mr. Duc, paid approximately $795,940.25 to BofM and the
         Alameda County Tax Collector to effect a complete
         reinstatement of the BofM loans.

      c. Susan Uecker, the receiver, turned over to the Debtor
         management and possession of the Debtor's real property.
         Following turnover of the real property, the Receiver has
         retained possession and control over approximately
         $82,000 in rent and CAM receipts received during the
         receivership.  The Receiver is submitting a final
         accounting and report to the Alameda County Superior
         Court, and the Debtor anticipates that the Receiver
         will turn over to the Debtor in excess of $50,000 in rent
         receipts upon approval of the final accounting and
         report.

The Debtor said that it has successfully resolved its financial
difficulties and is in a position to proceed to dismiss its
Chapter 11 case conditioned upon payment of its minimal
administrative and unsecured liabilities.

                  About Auto Care Mall of Fremont

Auto Care Mall of Fremont, Inc., in San Jose, California, filed
for Chapter 11 bankruptcy (Bankr. N.D. Cal. Case No. 12-56050)
on Aug. 15, 2012.  The only shareholders of the Debtor are
Dan Duc (50%) and his wife (50%).  Judge Stephen L. Johnson
presides over the case.  The Law Office of Patrick Calhoun, Esq.,
serves as the Debtor's counsel.  The petition was signed by Gina
Baumbach, vice president.

On May 18, 2012, at the behest of the secured lender, Bank of
Marin, the Alameda County Superior Court of the State of
California appointed Susan L. Uecker as receiver to the Debtor's
real property commonly known as 40851-40967 Albrae Street, in
Fremont, California.  The Superior Court appointed the receiver to
address the Debtor's mismanagement and misappropriation of the
bank's cash collateral.

The property is improved with four single story warehouse
buildings totaling 38,226 square feet and is occupied exclusively
with auto service related businesses.  The property consists of
15 units, three of which are currently vacant.  The property
generates monthly rents totaling roughly $34,492 in addition to
common area maintenance charges totaling $8,235.

According to Bank of Marin, the Debtor owes the bank roughly
$6.5 million under two prepetition promissory notes.  The Debtor's
Schedule D identifies a judgment lien against the property held by
Bank of America to secure a $6 million claim scheduled by the
Debtor as a non-contingent, liquidated, and undisputed held by
Bank of America.   The Debtor's Schedules D identifies non-
contingent, liquidated and undisputed claims totaling $11.105
million that encumber the property, which the Debtor values at
$7.4 million.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.


BALLENGER CONSTRUCTION: Liberty Mutual Sues CPA Over $50M Losses
----------------------------------------------------------------
Jeremy Heallen of BankruptcyLaw360 reported that Liberty Mutual
Insurance Co. alleged in Texas federal court that shoddy
accounting by Padgett Stratemann & Co. LP led the insurer to bond
construction projects valued at $50 million that were abandoned
after the general contractor went bankrupt.

According to the report, the insurer claims that it never would
have bonded 37 projects across Texas on behalf of Ballenger
Construction Co., which filed for bankruptcy last year, had it
known its true financial condition, which was obscured by an
inaccurate audit Padgett performed in 2011.

                About Ballenger Construction

Ballenger Construction Co., filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. 12-20645) on Dec. 7, 2012, in Corpus
Christi, listing under $50,000 in assets and $10 million to $50
million in liabilities.  Judge Richard S. Schmidt oversees the
case.  The Debtor is represented by Roderick Glen Ayers, Jr.,
Esq., at Langley Banack Inc. as counsel.  A copy of the Company's
list of its 20 largest unsecured creditors is available for free
at http://bankrupt.com/misc/txsb12-20645.pdf The petition was
signed by Joe C. Ballenger Jr./Joe C. Ballinger Sr.,
president/CEO.


BEATRICE COMMUNITY: Fitch Cuts $30MM Revenue Bond Rating to 'BB+'
-----------------------------------------------------------------
Fitch Ratings has downgraded the rating on the following Hospital
Authority No. 1 Gage County, Nebraska bonds, issued on behalf of
Beatrice Community Hospital (BCH):

-- $30 million health care facilities revenue bonds, series
    2010B, to 'BB+' from 'BBB-'.

BCH also has $15 million in series 2010A bank qualified bonds,
which are not rated by Fitch.

The Rating Outlook is Stable.

SECURITY

The bonds are supported by a pledge of revenues, mortgage, and
debt service reserve.

KEY RATING DRIVERS

UNEXPECTED DECLINE IN LIQUIDITY: The downgrade to 'BB+' is driven
by a significant and unexpected drop in BCH's liquidity position,
which was the result of higher-than-anticipated cash outlays on
capital projects and consulting fees. BCH's unrestricted cash and
investments dropped significantly in fiscal 2012 to $8.9 million
(78.2 days cash on hand (DCOH)) and was $9.2 million (73.3 DCOH)
at Feb. 28, 2013. DCOH dropped further as of Feb. 28, 2013 despite
an increase in absolute unrestricted liquidity due to increased
operating expenses.

SIGNIFICANT DEBT BURDEN: BCH has a very large debt burden, which
Fitch expects will moderate over time. Leverage metrics remained
high through the Dec. 31, 2012 interim with debt to EBITDA of 4.7x
and debt to capitalization of 55.9%, against Fitch's 'BBB'
category medians of 4.2x and 49.1%, respectively. BCH has no
further debt planned, and has limited capital needs going forward.

STRONG CASH FLOW: Good volume trends have supported healthier cash
flow; BCH produced a 2.6% operating and 15.3% operating EBITDA
margin in fiscal 2012 which was sufficient to provide 1.9x
coverage of MADS. This trend is expected to continue as BCH grows
into its new facility, maintains good volume trends, and receives
better Medicare/Medicaid reimbursement as a result of its critical
access hospital designation.

ENHANCED REIMBURSEMENT: BCH's operating performance continues to
be bolstered by critical access hospital (CAH) designation. This
helps to mitigate both the hospital's increased operating costs in
its now completed replacement hospital and the risks inherent to
small rural facilities.

STABLE MARKET POSITION: Its rural location affords BCH with stable
and leading market share within its service area, including parts
of Gage and Jefferson Counties. The competitive landscape is
limited, and BCH benefits from a collaborative relationship with
referral centers and physician groups in Lincoln. Further,
successful recruitment and retention help offset that risk and
have enabled BCH to produce good volume growth in fiscal 2012 and
interim 2013.

SMALL REVENUE BASE: Given BCH's small revenue base ($47 million),
its financial performance can be subject to wide fluctuations as
evidenced in fiscal 2012. A stronger financial cushion in excess
of the 'BBB' category median ratios would be expected before
movement back to an investment grade rating level.

RATING SENSITIVITIES

BALANCE SHEET IMPROVEMENT: Fitch expects BCH will continue to
produce healthy operating cash flow at a level which results in
incremental balance sheet improvement and an overall moderation of
its leverage. If meaningful balance sheet improvement does not
occur, it could place further negative pressure on the rating.

CREDIT PROFILE
The rating downgrade to 'BB+' is primarily due to an unexpected
decline in BCH's liquidity, to levels that no longer reflect an
investment grade credit profile. Unrestricted cash and investments
fell to $8.9 million in fiscal 2012 (Sept. 30 year end) from $17.2
million the prior year. The drop was due in large part to the $6.3
million equity contribution to its replacement project. While
expected, the equity contribution was funded from cash as BCH's
cash flow since 2010 did not meet original projections.

Fitch expects BCH to replenish its balance sheet, and BCH reported
$9.2 million and 73.3 DCOH as of Feb. 28, 2013. However, BCH's
balance sheet metrics are expected to remain below Fitch's 'BBB'
category medians through fiscal 2014, and provide only limited
cushion against a sizeable debt burden.

Fitch notes that BCH only narrowly met its liquidity covenant of
70 DCOH at fiscal year ended Sept. 30, 2012 with DCOH calculated
at 78.4 per the MTI definition. Tested semiannually, BCH is
expected to remain in compliance at the March 31, 2013 test date.

BCH remains heavily leveraged, and the rating incorporates Fitch's
expectation that leverage should moderate over the longer term
with solid operating performance. Strong cash flow in fiscal 2012
and through the five-month interim period ended Feb. 28, 2013
produced coverage of 1.9x and 3.1x, respectively. BCH's market
position and its CAH designation should provide for some revenue
stability over the medium term. However, Fitch notes that any
change to the CAH program, while not anticipated, would have a
material impact on BCH's rating.

The Stable Outlook is supported by Fitch's expectation that strong
volume and profitability trends will continue in BCH's new
facility, and allow it to rebuild its balance sheet over the next
12-24 months. BCH is budgeting for a 3.6% operating margin and
$10.6 million (18.8%) in operating EBITDA for fiscal 2013, which
would produce 2.9x coverage by same. Fitch notes that given BCH's
weakened balance sheet flexibility, there will be limited room at
the 'BB+' rating level for weaker-than-expected operating results.

BCH is located in Beatrice, Nebraska approximately 40 miles south
of Lincoln, Nebraska. BCH is a critical access hospital operating
25 acute-care beds. Other entities include two HUD housing
projects and a congregate living facility. Total revenues were
$46.9 million in audited fiscal 2012. BCH only covenants to
provide audited annual financial statements 150 days after the
year-end close to bondholders via the Municipal Securities
Rulemaking Board's Electronic Municipal Market Access system
(EMMA), which Fitch views negatively. However, BCH also provides
voluntary quarterly disclosure to bondholders via EMMA. Disclosure
to Fitch has been timely and thorough.


BERNARD L. MADOFF: Appeals Court Says Fraud Victims Can't Sue SEC
-----------------------------------------------------------------
Bob Van Voris, writing for Bloomberg News, reported that Bernard
Madoff's investors can't sue the U.S. Securities and Exchange
Commission for failing to uncover his massive Ponzi scheme, a
federal appeals court ruled.

According to the report, the regulator's "regrettable inaction" is
shielded by law, the New York-based appeals panel said today,
upholding a lower-court decision to dismiss suits in which
investors accused the SEC of negligence.

Bloomberg said the three-judge panel ruled that the "discretionary
function" exception to a law permitting people to sue the U.S.
government applies in cases filed by Madoff victims.

"Despite our sympathy for plaintiffs' predicament (and our
antipathy for the SEC's conduct), Congress's intent to shield
regulatory agencies' discretionary use of specific investigative
powers" defeats the investors' claims, the court said, according
to Bloomberg.

Bloomberg recalled that in April 2011, U.S. District Judge Laura
Taylor Swain in Manhattan threw out a $2.5 million suit filed two
years earlier by investors Phyllis Molchatsky and Steven
Schneider, who blamed what they described as the SEC's grossly
negligent oversight of Madoff's firm for their losses.  In a
similar decision in January, the federal appeals court in San
Francisco ruled against a Madoff investor suit against the SEC.

The SEC's inspector general found in a 2009 report that the agency
had failed to make a "thorough and competent" investigation of
Madoff's firm, Bernard L. Madoff Investment Securities Inc.,
despite having received detailed complaints, the report said.

The case is Molchatsky v. U.S., 11-02510, U.S. Court of Appeals
for the Second Circuit (New York).

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).


BIG M: Proposes YM-Led Auction for Assets on May 13
---------------------------------------------------
BIG M, Inc., asks the U.S. Bankruptcy Court for the District of
New Jersey to approve the stalking horse bid of Canadian apparel
retailer YM Inc. for substantially all of the Debtor's assets,
including the Debtor's inventory, equipment, and certain leased
locations, subject to higher and better offers pursuant to
proposed bidding procedures at an auction.

Pursuant to the Stalking Horse Agreement, YM has submitted a bid
of $5,000,000 for the Debtor's assets other than Inventory; plus a
maximum aggregate sum of $17,500,000 for the Debtor's Inventory;
plus an amount equal to Security Deposits; plus Assumption of
Assumed Liabilities, with a Closing Date no later than May 20,
2012, at noon.  A Break-Up Fee of 3% of the cash portion of the
Purchase Price and Expense Reimbursement of up to $300,000 will be
provided to the Stalking Horse Bidder in the event that it is not
the successful bidder at the auction.

Big M asks the Bankruptcy Court to schedule a Sale Hearing no
later than May 15, 2013, with any objections to the sale to be
filed on or before 4:00 p.m. on May 10, 2013.

The proposed Bid Deadline is May 13, 2013, at 5:00 p.m.  The
Auction, as proposed in the Bidding Procedures, will be held on
May 14, 2013, at 10:00 a.m. at the offices of Lowenstein Sandler,
LLP, 65 Livingston Avenue, in Roseland, N.J.

A copy of the proposed Bidding Procedures is available at:

             http://bankrupt.com/misc/bigm.doc296.pdf

                     U.S. Trustee Objections

BankruptcyLaw360 reports that the U.S. trustee for New Jersey on
Wednesday objected to Canadian retailer YM Inc.'s $22 million
stalking-horse bid, saying the deal prematurely offers YM certain
protections and special fees.

According to the report, Roberta A. DeAngelis, the U.S. trustee
for Region 3, which covers New Jersey, Pennsylvania and Delaware,
filed a limited objection in New Jersey bankruptcy court to
beleaguered retailer Big M Inc.'s April 6 sale procedures motion
seeking approval for the deal.

                          About Big M

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

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

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

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

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


BIRDSALL SERVICES: NJ Appeals Access to $3MM in Frozen Assets
-------------------------------------------------------------
Ama Sarfo of BankruptcyLaw360 reported that New Jersey officials
on Monday appealed two bankruptcy court rulings that allow
engineering firm Birdsall Services Group Inc. to access its frozen
assets, saying the state seized Birdsall's property after it was
indicted in a pay-to-play scandal to enforce its criminal laws.

According to the report, U.S. Bankruptcy Judge Michael B. Kaplan
recently gave Birdsall the greenlight to use nearly $1.3 million
of cash collateral to keep the business afloat and another $1.7
million of its cash to fund its payroll, but the state cried foul.

                      About Birdsall Services

Birdsall Services Group Inc., an engineering firm from Eatontown,
New Jersey, filed for Chapter 11 protection (Bankr. D.N.J. Case
No. 13-16743) on March 29, 2013, when the state attorney general
indicted the business and obtained a court order seizing the
assets.

Birdsall was accused by the state of violating laws prohibiting
so-called pay-to-play, where businesses make political
contributions in return for government contracts.  The state
charged that the company arranged for individuals to make
contributions and then reimbursed the employees.  A company
officer pleaded guilty last year to making political contributions
disguised to appear as though made by individuals.

The Chapter 11 petition filed in Trenton, New Jersey, disclosed
assets of $41.6 million and liabilities totaling $27 million.
Debt includes $3.6 million owing to a bank on a secured claim and
$2.4 million in payables to trade suppliers.


BLITZ USA: Largest Creditor Wants Cases Converted to Ch. 7
----------------------------------------------------------
Crestwood Holdings, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to convert certain of Blitz U.S.A., Inc., et
al.'s Chapter 11 cases to Chapter 7.

Crestwood claimed that it is by far the largest creditor of the
Blitz Acquisition Holdings, Inc. estate.  Crestwood filed a proof
of claim in the amount of $23.6 million based on certain
promissory notes related to the sale of Blitz from Crestwood to
Kinderhook Industries, LLC, in September 2007.

Crestwood says the largest unsecured creditor on the Debtors'
creditor list has a claim listed in the amount of $810,000, yet in
the schedules of assets and liabilities, the Debtors list
Crestwood as having an undisputed unsecured claim of $17 million.

"The Debtors have been in Chapter 11 for almost a year and half
with very little, if anything, to show for it.  Throughout this
period, the estates have paid in excess of $8 million in
professional fees.  This money could have been used to satisfy
claims of creditors.  Liquidation of the Blitz Cases is the only
pragmatic solution as there are no feasible alternatives, and it
can be done far more cheaply and efficiently by a Chapter 7
trustee than by Chapter 11 professionals.  Continuation in Chapter
11 would entail additional significant fees and expenses which the
Debtors do not have in the first place and that would not need to
be incurred under Chapter 7," Crestwood stated.

Crestwood also wants a Chapter 7 trustee to take over management
of the estates, and the disbanding of the official committee of
creditors.  After discussions with the Committee, the U.S. Trustee
denied Crestwood's request to serve on the Committee.

                        About Blitz U.S.A.

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
SSG Capital Advisors LLC serves as investment banker.

Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.

In April 2012, Hopkins Manufacturing Corp. acquired the assets of
Blitz USA's unit, F3 Brands LLC, a major manufacturer of oil
drains, drain pans, lifting aids and automotive ramps.  Blitz USA
said in court documents the sale netted the Debtors $14.6 million,
which was applied against secured debt.

Blitz announced in June it would abandon its efforts to reorganize
and instead to shut down operations by the end of July.  In
September, the Troubled Company Reporter, citing Sheila Stogsdill
at Tulsa World, reported that the Bankruptcy Court approved a $9.5
million offer from Toronto, Canada-based Scepter Corporation to
purchase Blitz USA, according to Philip Monckton, Scepter's vice
president of sales and marketing.  Scepter bought land, equipment
and other assets.  Scepter supplies about 20% of the USA market
with gas cans.  The report said the sale was to become final on
Sept. 28, 2012.


BOART LONGYEAR: Moody's Changes Outlook to Stable & Keeps Ba2 CFR
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Boart
Longyear Limited to stable from positive. At the same time,
Moody's affirmed the company's Ba2 corporate family rating and
Ba2-PD probability of default rating as well as Boart Longyear
Management Pty's Ba2 rating on its senior unsecured notes
guaranteed by Boart.

The change in outlook is due to the pull back in exploration,
drilling and development by the mining industry in general in
response to weaker demand conditions and pricing pressure across
the metal complex as well as in the iron ore industry. This
particularly impacted Boart's performance in the second half of
2012 as evidenced by the sharp drop off in drilling services rig
utilization, drilling products order backlog, revenues and
earnings and tightening in debt protection metrics, although these
remain acceptable for the Ba2 rating. While Moody's believes the
downward trend in the business climate has bottomed, 2013 will
still exhibit more muted business opportunities and a slower pace
of exploration and development.

Issuer: Boart Longyear Limited

  Outlook, Changed To Stable From Positive

Issuer: Boart Longyear Management Pty Limited

  Outlook, Changed To Stable From Positive

Affirmations:

Issuer: Boart Longyear Limited

  Probability of Default Rating, Affirmed Ba2-PD

  Corporate Family Rating, Affirmed Ba2

Issuer: Boart Longyear Management Pty Limited

  Senior Unsecured Regular Bond/Debenture Apr 1, 2021, Affirmed
  Ba2, LGD4, 54%

Ratings Rationale:

Boart's Ba2 corporate family rating recognizes the company's
position as a leading global supplier of drilling services and
complementary drilling products, principally to the mineral mining
industry but also to the environmental and infrastructure
industries. While the company provides drilling services for a
number of metals, gold remains the largest exposure, accounting
for approximately 44% of drilling services revenue in 2012, with
copper, nickel and iron ore also being important.

The rating also considers that while debt protection metrics have
weakened in 2012, with EBIT/interest contracting to 4.3x and
leverage, as measured by the adjusted debt/EBITDA ratio increasing
to 2.6x, the company will be able to maintain metrics that are
appropriate for the Ba2 rating level after implementing announced
cost reductions, including work force reductions, and
rationalizing planned CAPEX. The rating also anticipates that
working capital conversion, as high inventory levels at year-end
2012 are liquidated, will contribute to reductions in borrowings
under the company's revolving credit facility. The ratings also
incorporate Moody's view that demand fundamentals remain uncertain
as many of the company's key mining customers have scaled back
exploration and development projects for the intermediate term
although 2013 performance should show some improvement over the
second half of 2012 as the business activity decline has
stabilized and expected cost reductions take hold.

Other rating considerations include the company's substantial
investments in drilling equipment and inventory, resulting in
negative free cash flow in recent years, its sensitivity to mining
and metals fundamentals, the cyclicality of the major industry it
serves, and its relatively small size.

The stable outlook reflects Moody's expectation that performance
will stabilize to show modest improvement in 2013 and that the
debt protection and leverage metrics will remain appropriate for
the Ba2 corporate family rating. The outlook also recognized that
while the investment level in the mining industry has slowed,
Boart remains well positioned to benefit from ongoing development
over time.

Boart's rating could be upgraded should the company demonstrate
the ability to sustain adjusted debt-to-EBITDA at no more than 2.5
times, EBITDA minus CAPEX-to-interest of at least 4 times and free
cash flow-to-debt of at least 10%.

Downward pressure could result should the company significantly
re-lever such that adjusted debt-to-EBITDA exceeded 3.0 times, or
EBITDA less CAPEX-to-interest was below 3.0 times. Downward
pressure would also result from an erosion in the company's core
business should there be a shift in the competitive environment in
which the company operates.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Methodology published in
October 2010 and the Speculative Grade Liquidity Ratings
Methodology published in September 2002. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in South Jordan, Utah, Boart Longyear is
incorporated in Australia and listed on the Australian Securities
Exchange Limited. The company provides drilling services, and
complimentary drilling products and equipment principally for the
mining and metals industries. Revenues for the year ended
December 31, 2012 were $2 billion.


BOSTON PROPERTIES: Fitch Rates $200MM Preferred Stock 'BB+'
-----------------------------------------------------------
Fitch Ratings has assigned a credit rating of 'BBB' to the $500
million 3.125% senior unsecured notes due Sept. 1, 2023 issued by
Boston Properties, L.P., the operating partnership of Boston
Properties, Inc. (NYSE: BXP). The notes were issued at 99.379% of
par to yield 3.196%.

Net proceeds from the offering of $492.5 million will be used for
general corporate purposes including investment opportunities and
debt reduction.

Fitch currently rates the company as follows:

Boston Properties, Inc.
-- Issuer Default Rating (IDR) 'BBB';
-- $200 million Preferred Stock 'BB+'.

Boston Properties, L.P.
-- IDR 'BBB';
-- $750 million unsecured revolving credit facility 'BBB';
-- $5.2 billion senior unsecured notes 'BBB';
-- $1.2 billion exchangeable senior unsecured notes 'BBB'.

The Rating Outlook is Stable.

KEY RATING DRIVERS

The ratings are supported by a high-quality portfolio of
predominantly central business district (CBD), class A office
properties, appropriate leverage and coverage for the 'BBB' rating
level, solid leasing profile, manageable lease expirations, strong
liquidity, manageable debt maturities, a large unencumbered asset
pool which provides solid coverage of unsecured debt, and
demonstrated access to a range of capital sources. The ratings are
balanced by a fairly concentrated operational footprint, sizable
exposure to tenants in the financial and legal community, and a
propensity to maintain a large development pipeline.

The company's CBD properties compete for the highest profile
tenants in their regions, and many of these properties serve as
flagship locations for the largest tenants. BXP's net operating
income (NOI) is skewed toward properties that have been acquired,
developed, or redeveloped by the company in recent years. Many are
leading properties in their submarkets, and would likely attract
significant investor and lender interest, providing contingent
liquidity to the company.

NEW CEO

On March 11, 2013, BXP announced that Owen Thomas will succeed
Mortimer Zuckerman as CEO and join the Board of Directors,
effective April 2, 2013. Mr. Zuckerman will remain Executive
Chairman of the Board. Mr. Thomas has an extensive background in
senior executive and real estate roles, currently serving as
Chairman of the Board of Lehman Brothers Holding, Inc. (the
successor company to Lehman Brothers), and previously in various
roles at Morgan Stanley including serving as Head of Morgan
Stanley Real Estate and as CEO of Morgan Stanley Asia Ltd. Fitch
did not anticipate that the company would fill the CEO role from
outside the firm; however, it makes sense to deepen an already
strong bench given management changes over the past few years.
Additionally, Fitch views the separation of the CEO and Chairman
roles favorably from a corporate governance perspective.

APPROPRIATE LEVERAGE AND COVERAGE

BXP's net debt to recurring operating EBITDA for the trailing 12
months (TTM) was 6.8x as of Dec. 31, 2012. Leverage was 6.3x in
2011, 7.7x in 2010 and 5.8x in 2009. Fitch assumes that leverage
will be unchanged following the offering as Fitch expects proceeds
to be used to repay outstanding unsecured debt. Fixed-charge
coverage was 2.1x for the TTM ended Dec. 31, 2012, compared to
2.1x in 2011, 1.8x in 2010 and 2.2x in 2009. The company's
leverage and fixed-charge coverage are appropriate for a 'BBB'
rated office REIT with BXP's large size and high asset quality.

LONG-TERM LEASES

The company's revenue is supported by long-term leases. The
company's in-service portfolio was 91.4% leased at Dec. 31, 2012,
and fewer than 10% of rents are scheduled to come due on an annual
basis through 2016, which is strong relative to the broader office
REIT sector. This lease expiration profile ensures that the
company is not overly exposed to leasing risk at any given time,
absent tenant bankruptcies.

ADEQUATE LIQUIDITY

The company maintains an adequate liquidity position pro forma the
$500 million notes issuance and recent $200 million preferred
stock issuance. For the period Jan. 1, 2013 to Dec. 31, 2014, the
company's base case liquidity coverage ratio is 1.2x. BXP's
liquidity coverage would improve to 1.4x assuming the company
refinances maturing mortgages at 80% of current balances.
Additionally, the largest funding requirement is development
expenditure, which it can suspend in a more challenging economic
environment. BXP's liquidity coverage ratio would improve to 1.7x
absent said expenditures. Fitch defines liquidity coverage as
sources of liquidity (unrestricted cash, availability under the
company's unsecured credit facility and expected retained cash
flows from operating activities after dividends) divided by uses
of liquidity (pro rata debt maturities, expected recurring capital
expenditures and development costs).

BXP maintains a large unencumbered asset pool to support its
unsecured borrowings. As of Dec. 31, 2012, there were 123 assets
in the pool which generated approximately 64% of company NOI.
Capitalizing annualized fourth quarter 2012 (4Q'12) cash NOI
generated by the unencumbered pool at a stressed capitalization
rate of 7% yields unencumbered asset coverage of approximately
2.1x, which is adequate for the 'BBB' IDR.

LADDERED DEBT MATURITIES

The company also has manageable debt maturities, with less than 9%
of total debt maturing in any given year through 2016. However,
there are significant mortgage maturities in 2017, totaling $2.5
billion or approximately 25% of total pro rata debt. While
significant in magnitude, Fitch views these as manageable given
the quality of the properties securing these mortgages (primarily
599 Lexington and the GM Building in Manhattan, and the John
Hancock Tower in Boston). Further, Fitch anticipates that the
company will refinance a substantial portion of the total prior to
2017.

SIGNIFICANT EXPOSURE TO FINANCIAL AND LEGAL TENANTS

The company has elevated exposure to financial and legal tenants
in its portfolio. As of Dec. 31, 2012, tenants in these segments
represented approximately 28% and 26% respectively of gross rent,
for a combined total of 54%. The financial sector is facing
several challenges, most notably lower trading volumes and
increased regulatory burden which has driven reduced space needs
and delayed leasing decisions. Meanwhile, many of BXP's legal
tenants are working towards optimizing their space needs and could
seek to reduce their office footprints when leases expire.

DEVELOPMENT RISK

The company has a propensity to grow the development pipeline to
become a large portion of the balance sheet. The total pipeline
grew to 20.3% of total assets in 2Q'08, with remaining equity
needed to complete the pipeline representing 11% of total assets.
The current pipeline represents 9.6% of total assets, with 3.3% of
remaining funding. Fitch would view cautiously a pipeline that
grows close to 20% of total assets or approaching 10% of remaining
funding, absent significant pre-leasing.

PREFERRED STOCK NOTCHING

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

RATING OUTLOOK

The Stable Outlook reflects Fitch's expectations that fixed-charge
coverage and leverage will remain at similar levels over the next
12-24 months.

RATING SENSITIVITIES

The following factors could result in positive momentum in the
ratings and/or Outlook:

-- Fitch's expectation of fixed-charge coverage sustaining above
   2.5x for several consecutive quarters (coverage was 2.1x in
   2012);

-- Fitch's expectation of net debt to recurring operating EBITDA
   sustaining below 5.5x (leverage was 6.8x as of Dec 31, 2012).

Conversely, the following factors may result in negative momentum
in the ratings and/or Outlook:

-- Fitch's expectation of fixed-charge coverage sustaining below
   1.7x;

-- Fitch's expectation of net debt to recurring operating EBITDA
   sustaining above 7.0x;

-- A liquidity shortfall.


BREVARD COLLEGE: Fitch Affirms B+ Rating on $10MM Refunding Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'B+' rating on approximately $10.63
million outstanding North Carolina Capital Facilities Finance
Agency's educational facilities revenue refunding bonds, Brevard
College Corporation (Brevard, or the college).

The Rating Outlook is revised to Positive.

SECURITY

The bonds are a general obligation of the college, payable from
all legally available funds.

KEY RATING DRIVERS

IMPROVING ENROLLMENT INDICATIONS: The Positive Outlook reflects
current indications that enrollment is set to grow in fall 2013,
after stabilizing in fall 2012. Given the college's heavy reliance
on student-generated revenues, this uptick is expected to
contribute toward overall progress toward balanced operations.

REDUCED FINANCIAL IMBALANCE: Expense management efforts undertaken
by the college have yielded material improvement in operating
performance in fiscal 2011 and 2012, though revenue growth will be
required to achieve break-even results on an ongoing basis.

LIMITED BALANCE SHEET CUSHION: Market performance at the end of
fiscal 2012 largely eroded the growth in the college's balance
sheet in fiscal 2010 and 2011. Though conditions have improved,
Brevard's financial cushion remains limited and vulnerable to the
overall economic environment.

MANAGEABLE DEBT BURDEN: The college's debt burden continues to be
moderate, though recently improved operations have led to
increased affordability. Net income available for debt service
provided greater than 1.0x coverage in each of the last two fiscal
years.

RATING SENSITIVITIES

ENROLLMENT TRENDS: The 'B+' rating is sensitive to trends and
changes in enrollment at the college, particularly given the heavy
reliance on student-generated revenues to support the annual
operating budget.

FINANCIAL MARKET SHIFTS: Due to the low absolute level of balance
sheet resources, Brevard is particularly vulnerable to market
swings which can significantly impact the value of its investment
portfolio.

CREDIT PROFILE

Brevard is a small four-year, private college located on 120 acres
in Brevard NC (140 miles west of Charlotte, NC). In fall 2012, the
college enrolled a historically high 273 first-time students, for
a total headcount enrollment of 633. The college was founded in
1853 and is affiliated with the Western North Carolina Conference
of the United Methodist Church.

ENROLLMENT DRIVES IMPROVEMENTS

Because Brevard's annual operating budget is so heavily reliant on
student-generated revenues, which have provided an average of
73.8% of total revenues over the last five fiscal years, stable
and improving enrollment is key to achieving financial
improvement. After dropping to a low of 619 full-time equivalent
(FTE) students in fall 2011, FTE enrollment was successfully
stabilized at 626 in fall 2012. Early indications including
application volume, students admitted and deposits received for
fall 2013 show the college significantly ahead of the same time
next year.

This improvement is largely attributable to strategies put in
place by a new vice president for enrollment who joined Brevard's
management team in October 2012. Based on these indications, the
college is on track to meet its goal of adding 300 new students in
fall 2013. The positive outlook reflects the likelihood that
Brevard's enrollment picture is in the early stages of a
turnaround, which should support growth in the operating budget.

Such growth is necessary, as management has exercised significant
cost controls during the last several fiscal years, including
salary reductions and freezes, maintaining position vacancies, and
overall expense cuts. As a result, further improvement in the
financial position is largely contingent upon expanding the
revenue base via enrollment growth. Upward rating movement could
result as early as fall 2013, assuming that the college achieves
its enrollment target and subsequent revenue enhancement.

FINANCIAL FLEXIBILITY REMAINS LIMITED

For the near-term, financial flexibility will likely remain
limited. Though enrollment growth should bolster operating
revenues, management recognizes the need to begin providing modest
salary increases and making strategic investments which will
somewhat mitigate the positive impact of the growing revenue base.
As such, improvement toward break-even operations (on a GAAP-
basis) is expected to be incremental over the next two to three
fiscal years.

Brevard's balance sheet continues to be weak, providing minimal
cushion against enrollment volatility, expense overages and
outstanding debt. As of the close of fiscal 2012, market losses
had driven available funds (cash and investments not permanently
restricted) down to -$2.1 million, almost matching the
historically low -$2.2 million shown at the end of fiscal 2010.
The susceptibility to overall market conditions implied by this
significant swing underscores the lack of financial flexibility
that the college's resources are currently able to provide.

Based on unaudited results, available funds have rebounded over
the course of fiscal 2013, reaching $1.7 million as of the end of
the third quarter (Feb. 28, 2013). This represents 11.2% of fiscal
2012 operating expenses ($15.1 million) and 12.5% of total
outstanding debt ($13.6 million). However, until the college can
demonstrate consistency in maintaining resources at or above the
current level over multiple fiscal years, Fitch will continue to
view the resulting financial flexibility as severely limited.

DEBT BURDEN TO REMAIN MANAGEABLE

Brevard's outstanding debt is structured conservatively. Bonds are
outstanding in the fixed rate mode, and are structured with
approximately level annual debt service requirements. As a result,
maximum annual debt service (MADS) of $1.04 million, due in 2019,
is approximately equal to average annual debt service of $1.03
million. Fitch views this structure favorably, as it provides a
high level of budgetary certainty for the college.

Net income available for debt service has provided greater than 1x
coverage in each of the last three fiscal years (2010 - 2012),
including 3.0x coverage in fiscal 2012. Even in the event that the
college generates a modest GAAP-basis deficit in fiscal 2013 as
predicted, coverage should still exceed 1x, indicating the overall
manageability of the debt burden.


CAMBRIDGE HEART: Delays 2012 Form 10-K for Lack of Funds
--------------------------------------------------------
Cambridge Heart, Inc., notified the U.S. Securities and Exchange
Commission that its annual report on Form 10-K for the period
ended Dec. 31, 2012, could not be filed within the prescribed time
period due to lack of funds.

                       About Cambridge Heart

Tewksbury, Mass.-based Cambridge Heart, Inc., is engaged in the
research, development and commercialization of products for the
non-invasive diagnosis of cardiac disease.

In its report on the financial statements for the year ended
Dec. 31, 2011, McGladrey & Pullen, LLP, in Boston, Massachusetts,
expressed substantial doubt about Cambridge Heart's ability to
continue as a going concern.  The independent auditors noted that
of the Company's recurring losses, inability to generate positive
cash flows from operations, and liquidity uncertainties from
operations.

The Company reported a net loss of $5.40 million in 2011, compared
with a net loss of $5.17 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.25
million in total assets, $5.51 million in total liabilities,
$12.74 million in convertible preferred stock, and a $17 million
total stockholders' deficit.


CARAUSTAR INDUSTRIES: Moody's Rates New $300MM Term Loan 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned first time public ratings to
Caraustar Industries Inc. including a corporate family rating of
B2, a probability of default rating of B2 - PD, a Ba2 rating to
the company's proposed $50 million ABL revolving credit facility,
and a B2 to the proposed $330 million first lien term loan. The
rating outlook is stable.

Proceeds from the financing along with $141 million of equity
contribution will be used to purchase all of the outstanding
equity of Caraustar, along with fees and expenses, by affiliates
of H.I.G. Capital and company management.

Assignments:

Issuer: Caraustar Industries, Inc.

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Senior Secured Bank Credit Facility, Assigned B2 (LGD3, 48%)

Senior Secured Bank Credit Facility, Assigned Ba2 (LGD1, 5%)

Outlook Actions:

Issuer: Caraustar Industries, Inc.

Outlook, Assigned Stable

Ratings Rationale:

Caraustar's B2 corporate family rating reflects concentration in
paper packaging products and its relatively small size, as well as
its limited post-reorganization operating history. The company is
concentrated in one product segment - the production of packaging
papers and related products, including recycled fiber, uncoated
and coated recycled paperboard, folding cartons and tubes and
cores. Caraustar's mills and converting plants are located
throughout North America. In 2012, the company generated
approximately $720 million in revenues.

Caraustar generates relatively strong and stable EBITDA margins
(expected to track at 11% - 13%, as adjusted, over the next 12-18
months), which is a function of the company's integrated business
model, as well as relatively stable, diversified end markets-both
industrial and consumer. The company's recovered paper division
supplies 100% of the fiber needed for internal paperboard
production and also sells fiber to third parties. That said, only
a small proportion of the company's recovered fiber is physically
processed internally; the rest is procured from third parties,
which leaves the company exposed to some OCC price volatility. The
company supplies a diverse customer base, which includes
industrials (e.g., housing, paper mills, textiles and film), as
well as consumer packaging (predominantly food and beverage).

While the company has efficient, relatively low cost operations
with a diverse product mix, it must compete against larger and
better capitalized rivals such as Sonoco Products Company (Baa2,
Stable), Rock Tenn Company (Ba1, Stable), and Graphic Packaging
(Ba2, Stable), which dominate the recycled paperboard market.

Moody's expects that Caraustar's cash generation and leverage
metrics will map in the mid-B range over the next twelve to
eighteen months, with (RCF-Capex)/ Debt, as adjusted, expected to
be around 3% and Debt/ EBITDA, as adjusted, expected to be in the
5x -- 5.5x range. Moody's standard adjustments to debt include
pensions and operating leases.

The Ba2 rating on the ABL revolving credit facility and B2 rating
on the first lien term loan reflect their relative seniority
position with the ABL secured by a first lien on all current
assets and a second lien on all non-ABL collateral and the term
loan secured with a first on all non-working capital assets and a
second on the balance.

The stable outlook reflects Moody's expectation that the company's
credit metrics will remain stable over the next twelve to eighteen
months and that the company will maintain adequate liquidity to
cover fixed charges and working capital needs.

The ratings could be upgraded if Debt/EBITDA is sustained below
4.5x while RCF-Capex/Debt is sustained above 5%. The ratings could
be downgraded if the company's margins contract or if liquidity
deteriorates. Specifically, a downgrade would be considered if
Debt/EBITDA increases above 7.0x or if RCF-Capex/Debt turns
negative.

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

Caraustar Industries, Inc. is an integrated manufacturer of 100%
recycled paperboard and converted paperboard products. Caraustar
serves the four principal recycled boxboard product end-use
markets: tubes and cores; folding cartons; gypsum facing paper and
specialty paperboard products. The company is based in Austell,
Georgia and had revenues of $719 million in 2012.


CARECORPS MANAGEMENT: Bankr. Ct. Order on Jamison Claim Upheld
--------------------------------------------------------------
District Judge Sharion Aycock affirmed a bankruptcy court order
denying, in part, the administrative expense claim filed by John
Jamison.

Mr. Jamison owned real property in Clinton, Mississippi, which he
leased to Clinton Care Center, LLC, a division of CareCorps
Management, to operate a nursing home facility.

In May 2008, CareCorps Management Co., LLC and 12 of its
affiliates filed voluntary Chapter 11 petitions.  A consolidated
plan of reorganization was confirmed in December 2009, where Mr.
Jamison, who is the sole owner of Clinton Care Center, was
appointed as Clinton Care Center's Liquidation Agent.

In April 2010, Mr. Jamison filed an administrative claim seeking
$250,000 for certain repair obligations incumbent on the Center as
well as based on certain Medicaid bed tax obligations that might
be owed by the Center.  Trinity Therapy Services filed an
objection to the claim.

In a July 20, 2010 order, the Bankruptcy Court held that, as
only 11 months out of the 117 months of occupancy were spent
postpetition, 9.4% of the repairs deemed to fall under the Lease
Agreement would be allowed as administrative expenses.  Using the
9.4% formulation, the Court approved $22,759 as administrative
expense, $217,628 as an unsecured claim, and denied Mr. Jamison's
attempt to classify some actions as necessary repairs under the
lease.

Mr. Jamison appealed the July 2010 order.

On review, the District Court found that the Bankruptcy Court did
not err in its interpretation of the facts of the month-to-month
tenancy, nor did it misapply the law to find that the contract was
continuous.  The District Court reviewed the pertinent authority
and determined the post-termination contract was a continuation of
the lease agreement, such that those obligations were not fully
renewed in the postpetition period.

Moreover, the District Court found that the pro rata calculation
of applicable administrative expenses relating to repair and
maintenance of the facility was reasonable and correct.

The case is remanded to the Bankruptcy Court for a determination
of the Medicaid bed tax issue.

The appeals case is JOHN W. JAMISON, III, Appellant v.
TRINITY THERAPY SERVICES, INC., Appellee, Cause No. 1:12CV152-SA,
Consolidated with No. 1:12CV153-SA (N.D. Miss.).  A copy of the
District Court's March 31, 2013 Memorandum Opinion is available at
http://is.gd/q2vjhTfrom Leagle.com.


CENTENNIAL BEVERAGE: Liquor Stores All Closed or Being Sold
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Centennial Beverage Group LLC, once one of the
largest liquor-store operators in Texas, is no more.  The 75-year-
old retailer had 70 stores throughout the state.  The Debtor soon
will sell 13 of the 23 locations still operating.  Centennial
violated an agreement allowing use of cash and closed the 10 other
stores in March.  The bankruptcy court approved the sale of six
stores last week.  Spec's Family Partners Ltd. bought the
inventory and leases in those locations for $4 million.  There
will be an April 25 hearing to approve sale of three more leases
to Cheers Spirits & Liquor LLC for $150,000.  Cheers had purchased
the 13 locations previously.

                     About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.  The 75-year-old-company once
had 70 stores throughout Texas.  They are now concentrated in the
Dallas-Fort Worth area.  Sales for the year ended in November 2012
were $158 million.  Year-over-year, revenue was down 50%,
according to a court filing.  In its schedules, the Debtor
disclosed $24,053,049 in assets and $48,451,881 in liabilities as
of the Petition Date.

Robert Dew Albergotti, Esq., at Haynes and Boone, LLP, in Dallas,
serves as counsel to the Debtor.  RGS LLC serves as the Debtor's
financial advisor.  The Official Committee of Unsecured Creditors
has retained Munsch Hardt Kopf & Harr, P.C. as its attorneys, and
Lain, Faulkner & Co., P.C. as financial advisors.


CENTENNIAL BEVERAGE: Taps Montgomery Coscia as Tax Advisor
----------------------------------------------------------
Centennial Beverage Group, LLC, seeks permission from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Montgomery Coscia Greilich LLP as tax advisor.

Montgomery Coscia will prepare the Debtor's federal tax returns
for the year ended Dec. 31, 2012, and preparation of the combined
Texas franchise tax return for the Debtor and related entities for
the year ended Dec. 31, 2012.  The Debtor also seeks to retain
Montgomery Coscia to provide tax advisory services as needed.

Montgomery Coscia will receive $7,500 for preparing the federal
tax returns for the Debtor for the year ended Dec. 31, 2012, and
will receive $1,250 for the preparation of combined Texas
franchise tax return for the Debtor and related entities for the
year ended Dec. 31, 2012.

The engagement letter provides that Montgomery Coscia will be
compensated on an hourly basis for tax advisory services apart
from the preparation of the Debtor's tax returns.  Standard
hourly rates vary by personnel but are in this range:

      Partner                  $295-$350
      Principal/Sr. Manager    $220-$250
      Manager                  $180-$210
      Senior                   $150-$165
      Staff                    $125-$140

Montgomery Coscia has agreed to charge the Debtor 75% of the
standard hourly rates.

Matt Coscia, co-managing partner and lead tax partner of
Montgomery Coscia, attests to the Court that the firm is a
"disinterested" person as such term is defined in Section 101(14)
of the Bankruptcy Code.

The Court has set for May 8, 2013, at 2:30 p.m., the hearing on
the Debtor's motion for authorization to employ Montgomery Coscia
tax advisor.

                     About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.  The 75-year-old-company once
had 70 stores throughout Texas. They are now concentrated in the
Dallas-Fort Worth area.  Sales for the year ended in November were
$158 million. Year-over-year, revenue was down 50%, according to a
court filing.  In its schedules, the Debtors disclosed $24,053,049
in assets and $48,451,881 in liabilities as of the Petition Date.
Robert Dew Albergotti, Esq., at Haynes and Boone, LLP, in Dallas,
serves as counsel to the Debtor.  RGS LLC serves as the Debtor's
financial advisor.

The Official Committee of Unsecured Creditors has retained Munsch
Hardt Kopf & Harr, P.C. as its attorneys, and Lain, Faulkner &
Co., P.C. as financial advisors.


CENTRAL EUROPEAN: Hiring Approvals Sought
-----------------------------------------
BankruptcyData reported that Central European Distribution filed
with the U.S. Bankruptcy Court motions to retain:

   -- Skadden, Arps, Slate, Meagher & Flom (Contact: Jay M.
Goffman) as bankruptcy counsel at the following hourly rates:
partner at $825 to 1,220, counsel at 830 to 930 and associate at
360 to 795;

   -- Houlihan Lokey Capital (Contact: David R. Hilty) as
financial advisor and investment banker for a monthly fee of
$100,000 and a $750,000 opinion fee;

   -- Alvarez & Marsal North America and Alvarez & Marsal CIS
(Contact: Maxim Frangulov) plus designating Maxim Frangulov as
chief restructuring officer at the following hourly rates:
managing director at $675  to 875, director at 475 to 675,
associate at 375 to 475 and analyst at 275 to 375;

   -- KPMG (Contact: N. Scott Fine) as service provider for tax
compliance and tax consulting matters at the following hourly
rates: partner and managing director at $555 to 730, senior
manager/director at 390 to 630 and manager at 330 to 510;

   -- and Garden City Group (Contact: Angela Ferrante) as voting
agent and special noticing agent.

                            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.

On April 7, 2013, CEDC and two subsidiaries sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.
Del. Lead Case No. 13-10738) with a prepackaged Chapter 11 plan
that reduces debt by US$665.2 million.

Attorneys at Skadden, Arps, Slate, Meagher & Flom LLP serve as
legal counsel to the Debtor.  Houlihan Lokey is the investment
banker.  Alvarez & Marsal will provide the chief restructuring
officer. GCG Inc. is the claims and notice agent.


CENTRAL TEXAS REGIONAL: Moody's Ups Sub. Lien Bond Rating From Ba1
------------------------------------------------------------------
Moody's Investors Service assigns a Baa2 to the Series 2013A and
Series 2013B senior lien revenue bonds and a Baa3 to the Series
2013 subordinate lien revenue bonds of the Central Texas Regional
Mobility Authority (CTRMA). Moody's also has upgraded the parity
senior lien bonds to Baa2 from Baa3 and the subordinate lien bonds
to Baa3 from Ba1. The ratings carry a stable outlook.

Moody's Rating

  Issue: Senior Lien Revenue Bonds, Series 2013A;
  Rating: Baa2;
  Sale Amount: $158,460,000;
  Expected Sale Date: 04-22-2013;
  Rating Description: Revenue: Government Enterprise

  Issue: Senior Lien Revenue Bonds, Series 2013B;
  Rating: Baa2;
  Sale Amount: $30,000,000;
  Expected Sale Date: 04-22-2013;
  Rating Description: Revenue: Government Enterprise

  Issue: Subordinate Lien Revenue Bonds, Series 2013;
  Rating: Baa3;
  Sale Amount: $105,660,000;
  Expected Sale Date: 04-22-2013;
  Rating Description: Revenue: Government Enterprise

Ratings Rationale:

The ratings upgrade for senior and subordinate lien bonds is based
on the CTRMA's demonstrated ability to deliver and manage new toll
road projects in a diverse, highly rated and growing service area
(Austin, Aaa; Travis County, Aaa; Williamson County, Aa1); traffic
and revenue ramp up generally in line with forecasts and expected
steady continued revenue growth; and satisfactory forecasted debt
service coverage ratios (DSCRs) for both liens; reasonable traffic
and revenue growth assumptions; a fixed price construction
contract for a phased expansion project (290E, also called Manor
Expressway); strong legal covenants and an adopted toll plan of
annual CPI-U indexed-based toll rate increases through 2035. These
factors help mitigate construction and ramp-up risks associated
with the US 290 project, nearly doubling outstanding debt, and
continued, but slower than forecasted traffic ramp up of Phase II
of the 183A. Available capitalized interest of $37.7million; cash-
funded debt service reserve funds (DSRFs) and Texas Department of
Transportation (TxDOT) grant funds provide additional liquidity
and credit strength.

Outlook

The rating outlook is stable based on Moody's expectation that
traffic and revenue will perform as forecasted and no additional
debt will be issued in the near term.

What Could Make The Rating Go Up

The bond rating could be positively impacted by traffic and
revenue that exceeds the base case forecast beyond the ramp-up
period, and provides higher than forecasted DSCRs. Completion of
the 290 project ahead of schedule and below budget also could have
a positive impact on the rating.

What Could Make The Rating Go Down

The rating could be pressured downward by recurrence of downturn
in the service area economy that would depress projected traffic
and revenue growth significantly below forecasts and reduce DSCR
below 1.5 times for senior bonds and below 1.2 times for
subordinate bonds. The rating also could face downward pressure
from the addition of debt-financed projects that add leverage and
are not fully supported by new revenues, particularly give the
currently the authority's very high ratio of debt to operating
revenue.

Strengths

- Both 183A Phases were completed on schedule and within budget
and Manor Expressway is under budget and scheduled to open several
months early

- Service area is rapidly growing suburban area north of City of
Austin with relatively stable economy anchored in state
government, higher education, healthcare and high technology
industries that is recovering steadily from recession

- Both 183A and 290 provide significant travel time savings due to
heavily congested non-toll frontage road alternatives-all with
traffic signals; traffic on Manor is well ahead of forecast for
the first three months of operation

- Reasonable traffic and revenue growth assumptions based on lower
than historic population and employment growth rates in service
area provide satisfactory projected debt service coverage under
Moody's stress scenarios

- Total debt service is fairly level, and gradually escalates to
peak in 2025, then levels off

- Satisfactory legal covenants include cash funded DSRFs for both
senior and subordinate lien bonds

- CTRMA has rate-setting autonomy and rates are currently
programmed to increase annually based on CPI. Authority has
independent rate-setting

- Strong current cash position with board target of maintaining at
least one year of operations in unrestricted balances

Challenges

- Traffic and revenue on 183A was about 10% lower than forecasted
in FY 2011 and 2012 due to the recession-related slowdown in
service area construction, and delayed construction of two feeder
roads at northern end of 183A , which are now open

- Some construction risk remains for Manor Expressway project,
though substantially mitigated by design-build construction
contracts; acquisition of all right-of-way; project contingencies
and capitalized interest one year beyond expected project
completion

- Limited, though expanding history of tolling in the Central
Texas area; traffic ramp-up is somewhat dependent on ramp-up on
other toll roads in the area constructed by Texas Turnpike
Authority (TTA), though thus far actual performance is generally
in line with forecast

- Authority has been identified as lead agency to develop new
projects in the service area and these projects could designated
as part of the CTRMA system (System designation can be done by
official act of board of directors, but no additional bond
financed projects are currently planned

- Regional economy has experienced a slowdown, affecting high tech
industries in particular, though Austin area is recovering faster
than many areas and unemployment rate of 5.9% is lowest level
since 2008 and below both state and national levels

Rating Methodology

The principal methodology used in this rating was Government Owned
Toll Roads published in October 2012.


CHINA GREEN: Delays Form 10-K for 2012
--------------------------------------
China Green Creative, Inc., is in the process of preparing its
consolidated financial statements as at Dec. 31, 2012, and for the
fiscal year then ended.  The process of compiling and
disseminating the information required to be included in its Form
10-K Annual Report for the 2012 fiscal year, as well as the
completion of the required audit of the Company's financial
information, could not be completed by April 1, 2013, without
incurring undue hardship and expense.  The Company undertakes the
responsibility to file that annual report no later than 15
calendar days after its original due date.

                         About China Green

China Green Creative, Inc., located in Shenzhen, Guangdong
Province, People's Republic of China, is principally engaged in
the distribution of consumer goods and electronic products in the
PRC.

After auditing the 2011 results, Madsen & Associates CPA's, Inc.,
in Salt Lake City, Utah, expressed substantial doubt about China
Green Creative's ability to continue as a going concern.  The
independent auditor noted that the Company does not have the
necessary working capital to service its debt and for its planned
activity.

The Company reported a net loss of $344,901 on $1.93 million of
revenues for 2011, compared with a net loss of $3.35 million on
$2.78 million of revenues for 2010.

The Company's balance sheet at June 30, 2012, showed $5.43 million
in total assets, $7.43 million in total liabilities, and a
$2 million total stockholders' deficit.


CIRTRAN CORP: Delays 2012 10-K, Expects to Report $2.2MM Loss
-------------------------------------------------------------
CirTran Corporation's annual report on Form 10-K for the year
ended Dec. 31, 2012, has not been filed because the Company has
limited financial resources and personnel and was unable to timely
complete and verify its financial statements.

The Company currently estimates that it will report a net loss of
approximately $2,244,000 on revenues of approximately $3,654,000
for the year ended Dec. 31, 2012, as compared to a net loss of
approximately $6,297,263 on revenues of $3,064,000 for the year
ended Dec. 31, 2011.  The estimates are preliminary and subject to
verification and adjustment.

West Valley City, Utah-based CirTran Corporation manufactures,
markets, and distributes internationally an energy drink under a
license, now in dispute, with Playboy Enterprises, Inc., or
Playboy, and in the U.S., the Company provides a mix of high- and
medium-volume turnkey manufacturing services and products using
various high-tech applications for leading electronics OEMs
(original equipment manufacturers) in the communications,
networking, peripherals, gaming, law enforcement, consumer
products, telecommunications, automotive, medical, and
semiconductor industries.  Its services include pre-manufacturing,
manufacturing, and post-manufacturing services.

As reported in the TCR on April 18, 2012, Hansen, Barnett &
Maxwell, P.C., in Salt Lake City, issued a going concern opinion
on CirTran's audited financial statements for the years ended
Dec. 31, 2011, and 2010.  The independent auditors noted that the
Company has an accumulated deficit, has suffered losses from
operations, has negative working capital and one of the
consolidated subsidiaries has filed for Chapter 11 bankruptcy
which raises substantial doubt about its ability to continue as a
going concern.

The Company's balance sheet at Sept. 30, 2012, showed $1.2 million
in total assets, $28.6 million in total liabilities, and a
stockholders' deficit of $27.4 million.


CITIZENS CORP: Court Sets May 7 Plan Confirmation Hearing
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee has
approved the Amended Disclosure Statement filed March 15, 2013,
for Debtor Financial Data Technology Corporation's Plan of
Liquidation dated Feb. 1, 2013.

The Plan relates only to the assets of, and claims against, Fi-
Data and does not affect the Citizens Corporation case, whose
bankruptcy will remaining pending after the confirmation of the
Fi-Data plan.

The Court fixed April 25, 2013, as the last day for submitting
written acceptances or rejections of the Plan, which date is also
the last day for filing written objections to confirmation of the
Plan.  The hearing to consider confirmation of the Plan will be
conducted on May 7, 2013, at 9:00 a.m.

According to the Amended Disclosure Statement, Fi-Data proposes a
liquidation plan, whereby all of Debtor's assets are liquidated,
and the remaining Cash distributed to creditors.  The Debtor
proposes paying all Administrative, Secured, and Priority Claims
in full, that all general Unsecured Creditors -- not including the
claims of Community South Bank and Decatur County Bank -- receive
a Pro Rata amount of their claim upon the Effective Date, and that
any remaining Cash be distributed to Class 8 Interests upon the
Final Distribution.

Fi-Data received $1,000,000 from FiServ, Fi-Data's software
licensor, in consideration for substantially all of Debtor's
assets, in accordance with the FiServ Asset Purchase Agreement.
The remaining proceeds constitute a portion of the Debtor's
current cash.

Under the terms of the Asset Purchase Agreement, an additional
payment of $20,000 will be due on Aug. 1, 2013, and a payment of
$500,000 will be due on Aug. 1, 2014.  Additionally, a final
payment equal to one-third of the revenue generated from certain
customers of Debtor after the closing of the Asset Purchase
Agreement will be due on Sept. 15, 2015.  The Debtor anticipates
that these sums plus its cash on hand and any amounts recovered
from liquidation of the Remaining Assets will be sufficient to
make substantial payments on Allowed Unsecured Non-Priority
Claims in Class 6, all Post-Effective Date Expenses and to make a
significant distribution to the Lender Group, as the holder of a
perfected security interest in Debtor's stock.

The Class 1 Secured Claims of Capital Bank (as successor to
GreenBank) and Tennessee Bank and Trust have been paid in full.
The Class 2 Secured Claim of Wells Fargo Equipment Finance has
likewise been paid in full.  The Class 5 Claims of Community South
Bank and Decatru County Bank were satisfied pursuant to the
Court's Order authorizing the Asset Purchase Agreement, and the
Court's Order approving Compromise and Settlement with Community
South Bank.

Each holder of an Allowed Class 7 Claim (Allowed Unsecured Claims
under $3,500 against Debtor) will be paid in full cash
on the Effective Date of the Plan.

A copy of the Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/fi-data.doc313.pdf

                        About Citizens Corp.

Franklin, Tennessee-based Citizens Corp. operates a mortgage
brokerage business.  Citizens Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Tenn. Case No. 11-11792) on Nov. 28, 2011.
Judge George C. Paine, II, presides over the case.  Citizens, in
its amended schedules disclosed $53,971,951 in assets and
$17,885,280 in liabilities as of the Chapter 11 filing.  Effective
as of April 23, 2012, the legal services of Frost Brown Todd LLC
have been terminated.

Financial Data Technology Corporation provides back-office
services to banks.  Among other services, Fi-Data performs check
processing services for about twenty customers.  Citizens
Corporation is the sole shareholder of Fi-Data.  Fi-Data filed for
Chapter 11 bankruptcy (Bankr. M.D. Tenn. Case No. 12-07012) on
July 31, 2012.  Glenn B. Rose, Esq., and R. Alex Payne, Esq., at
Harwell Howard Hyne Gabbert & Manner, P.C., in Nashville, Tenn.,
represent Fi-Data as counsel.

The cases are jointly administered under Case No. 11-11792.

On Feb. 27, 2012, the Court granted the request of Legends
Bank, the agent for the Lender Group and the Holder of a perfected
security interest in all of Debtor's stock, for appointment of a
Chapter 11 trustee.  The Court held that an independent person
must review many of the transactions involving CEO Ed Lowery, and
its wholly owned subsidiary, Financial Data Technology
Corporation.  Gary M. Murphey, the Chapter 11 trustee is
represented by Elin H. Neal, Esq., at Harwell, Howard, Hyne,
Gabbert & Manner, P.C.

Marion Ed Lowery, a former owner of Peoples State Bank of Commerce
of Nolensville and various other entities, is the subject of
federal investigation and his ventures have ties throughout the
Middle Tennessee banking community.  He signed the Chapter 11
petition.


COLDWATER PORTFOLIO: Asks for Plan Exclusivity Until May 31
-----------------------------------------------------------
Coldwater Portfolio Partners, LLC, asks the U.S. Bankruptcy Court
for the Northern District of Indiana to extend the exclusive
periods for the Debtor to file a plan of reorganization until
May 31, 2013, and the period to gain acceptances of that plan
until July 31, 2013.

The Debtor and Torchlight Investors, LLC, in its capacity as
special servicer for U.S. Bank National Association, as Successor
Trustee for GS Mortgage Securities Corporation II, Commercial
Mortgage Pass-Through Certificates, Series 2006-G G6 and RBS
Financial Products, Inc., were in negotiations regarding the terms
of a consensual plan of liquidation.

According to a docket entry, the hearing to consider approval of
the Disclosure Statement explaining the Debtors' Plan was
adjourned to April 9.

                About Coldwater Portfolio Partners

Coldwater Portfolio Partners LLC filed a voluntary Chapter 11
etition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012.
CPP, a limited liability company organized under the laws of the
state of Delaware, was formed in January 2006 with the purpose of
owning and operating 38 commercial real estate properties.  The
majority of the properties are shadow retail centers located
adjacent to Wal-Mart Supercenters throughout the Midwest and
Southern States.  The Debtor has developed relationships with
nationwide retailers who operate local stores at the Shadow Retail
Centers, including Dollar Tree, Game Stop, Sally Beauty, and
Fashion Bug.  The Shadow Retail Centers are particularly
attractive commercial retail properties with business arising from
the Wal-Mart customer traffic.

Bankruptcy Judge Harry C. Dees, Jr., oversees the case.  Forrest
B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill &
Stelle LLC, serve as the Debtor's counsel.  Variant Capital
Advisors LLC provides investment banking services to the Debtor.
CPP estimated assets of $10 million to $50 million and debts of
$50 million to $100 million.

CPP is a subsidiary of CPP Holdings LLC.  Kenneth S. Klein,
manager of CPP, signed the Chapter 11 petition.  A related entity,
Coldwater Portfolio Partners II, LLC, owns and operates nine
shadow retail centers in the Midwest and Southern United States.
Klein Retail Centers, Inc. is the parent of Coldwater II.


CONEXANT SYSTEMS: Former HQ Lease Rejection Approved
----------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
rejection of Conexant Systems' motion to reject the lease for its
former corporate headquarters and enter into a new lease for a new
headquarters' location.

The report further related that the Court also approved the
Company's entry into a new letter of credit with U.S. Bank related
thereto. As previously reported, this move -- from Newport Beach,
California to Irvine, California -- provides $2.8 million in
annual cash savings.

                        About Conexant

Newport Beach, California-based Conexant Systems, Inc. (NASDAQ:
CNXT) -- http://www.conexant.com/-- is a fabless semiconductor
company.  Conexant's comprehensive portfolio of innovative
semiconductor solutions includes products for imaging, audio,
embedded-modem, and video applications.  Outside the United
States, the Company has subsidiaries in Northern Ireland, China,
Barbados, Korea, Mauritius, Hong Kong, France, Germany, the United
Kingdom, Iceland, India, Israel, Japan, Netherlands, Singapore,
and Israel.

Conexant Systems, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-10367) on Feb. 28, 2013, with an agreement for a
balance sheet restructuring with equity sponsors and sole secured
lender, QP SFM Capital Holdings Limited, an entity managed by
Soros Fund Management LLC.

Kirkland & Ellis LLP and Klehr Harrison Harvey Branzburg LLP serve
as legal counsel and Alvarez & Marsal acts as restructuring
advisor to Conexant.  Akin Gump Strauss Hauer & Feld LLP and
Pepper Hamilton LLP serve as legal counsel and Blackstone Advisory
Partners L.P. as restructuring advisor to the secured lender.  BMC
Group Inc. is the claims and notice agent.


COVIS PHARMA: Moody's Assigns 'B3' CFR; Outlook is Stable
---------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
Covis Pharma Holdings S.a r.l. In addition, Moody's assigned a B3-
PD Probability of Default Rating and a B3 rating to the senior
secured credit facilities. This is the first time Moody's has
rated Covis. The rating outlook is stable.

Ratings assigned to Covis Pharma Holdings S.a r.l.

B3 Corporate Family Rating

B3-PD Probability of Default Rating

B3 senior secured term loan of $205 million due 2019

B3 senior secured revolving credit facility of $25 million
expiring in 2018

Ratings Rationale:

The B3 rating of Covis Pharma Holdings S.a r.l. reflects its
extremely small scale in the U.S. pharmaceutical market, with less
than $100 million of pro forma 2013 revenue. The rating also
reflects the company's limited operating history, having only been
formed in December 2011 in tandem with the acquisition of six
small pharmaceutical products from GlaxoSmithKline (GSK). Covis
grew revenues in 2012 and revenues will expand further in 2013
with the acquisition of five products from Sanofi. The combined
product portfolio will be somewhat concentrated in three products
driving over 50% of sales, each of which has been newly acquired
in the Sanofi transaction. Revenues are geographically
concentrated within the US market, in which Covis owns exclusive
distribution rights to the products. The company's growth outlook
is not robust, because the products are not promoted and generally
face declining volume trends. Covis will pursue price optimization
on certain products, but these actions will be partially offset by
additional volume pressure. Covis's capital structure is levered,
but operating margins and net profit margins are very high, owing
to a limited expense base and low tax rate. Cash flow will benefit
from de minimis capital expenditures. The rating also benefits
from a sizeable equity contribution. Successfully integrating the
Sanofi acquisition and demonstrating steady performance will be
critical for upward rating pressure. Business development could be
credit-positive by improving the company's scale and diversity,
but the full impact on the credit profile will also depend on the
degree of leverage used to fund acquisitions.

The rating outlook is stable, reflecting Moody's expectation that
sales trends in the aggregate should remain flat or slightly
positive and that the Sanofi product acquisition will not result
in significant disruption or unexpected cash outflows.
Establishing a longer operating track record, sustaining positive
organic growth, and maintaining adjusted debt/EBITDA below 4.0
times could result in a rating upgrade. Greater size, scale and
diversity would also support upward rating pressure. Conversely,
the ratings could be downgraded if the company faces a material
operating issue affecting core products, or faces any significant
deterioration in its liquidity profile.

Covis Pharma Holdings S.a r.l. is a privately-held specialty
pharmaceutical company offering products sold in the US
pharmaceutical market. Covis reported net sales of approximately
$30 million in 2012, prior to the acquisition of five products
from Sanofi in April 2013. Moody's estimates pro forma 2013
revenues of approximately $65 million. Covis is majority-owned by
Cerberus Capital Management.

The principal methodology used in this rating was the Global
Pharmaceutical Industry published in December 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


COVIS PHARMA: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Luxembourg-based Covis Pharma Holdings
Sarl (Covis).  The outlook is stable.

At the same time, S&P assigned Covis' proposed $205 million first-
lien term loan and $25 million revolving credit agreement its 'B'
credit rating and a '4' recovery rating, indicating S&P's
expectation for average (30% to 50%) recovery of principal in the
event of payment default.

"The rating on pharmaceutical company Covis reflects its
"vulnerable" business risk profile highlighted by its very short
operating history, fragile competitive position, and the
challenges of sustaining its business model, somewhat mitigated by
meaningful product and therapeutic diversity," said credit analyst
Gail Hessol.  "Covis' portfolio mainly consists of drugs that lost
patent protection and experienced steep sales declines due to
generic competition before Covis acquired them.  S&P characterizes
the financial risk profile as "aggressive."  Covis' pro forma
adjusted debt is about 4.8x S&P's estimate of 2013 adjusted
EBITDA."

"Our stable rating outlook reflects our expectation of ongoing
free cash flow generation and EBITDA interest coverage above 3x,
despite lower revenue and EBITDA in 2014.  We could lower the
rating if Covis incurs additional interest-bearing debt to finance
an acquisition or cash distribution to its owners, signaling a
more aggressive financial policy.  We could also consider a
downgrade if we expect the loan agreement covenant cushion to fall
below 10%.  We are unlikely to consider an upgrade until Covis
weathers the volatility of Rilutek's EBITDA that we expect in 2013
and 2014," S&P noted.


CRAWFORDSVILLE LLC: Court OKs SugarFGH as Committee's Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Iowa has
granted the Official Committee of Unsecured Creditors of
Crawfordsville, LLC, permission to retain Sugar Felsenthal Grais &
Hammer LLP as counsel.

As reported by the Troubled Company Reporter on Feb. 12, 2013, the
Firm will provide various services, including, representing and
advising the Official Committee regarding the terms of any sales
of assets or plans of reorganization or liquidation, and assisting
the Official Committee in negotiations with the Debtor, its
secured creditors, the IC Committee and other parties-in-interest.

                     About Crawfordsville LLC

Crawfordsville, LLC, and three affiliates sought Chapter 11
protection (Bankr. S.D. Iowa Lead Case No. 12-03748) in Council
Bluffs, Iowa, on Dec. 7, 2012.

Crawfordsville filed schedules disclosing $5.17 million in assets
and $32.2 million in liabilities, including $19.6 million owed to
secured creditors.  The Debtor owns parcels of land in Montgomery
County, Indiana.

A debtor-affiliate, Brayton LLC, disclosed assets of $14.2 million
and liabilities of $27.8 million in its schedules.  The Debtor
owns the 20-acre of land and buildings known as Goldfinch Place in
Audobon County, Iowa, which is valued at $1.68 million.  The
schedules say the company has $10.5 million in claims for
disgorgement and damages resulting from fraudulent conveyances and
preferential payments to dissociated partners.

Crawfordsville, et al., are subsidiaries of hog raiser Natural
Pork Production II, LLP, which filed for Chapter 11 bankruptcy
(Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11, 2012, in Des
Moines.


DC DEVELOPMENT: Has Court OK to Hire MacKenzie Capital as Broker
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has granted
D.C. Development, LLC et al., authorization to employ MacKenzie
Capital, LLC, as broker.

As reported by the Troubled Company Reporter on March 21, 2013,
the Debtors, pursuant to an Agreement of Sale and Purchase among
the Debtors and EPT Ski Properties, Inc. dated November 6, 2012,
as amended, agreed to sell and assign the Fee Property and the
Personal Property, as defined in the Purchase Agreement, to EPT.
The sale has closed.  The Debtors sought court authority to retain
MacKenzie pursuant to certain provisions of the SSG Capital
Advisors, LLC Engagement because MacKenzie introduced the Debtors
to Pacific Group.  The sale to EPT involved Pacific Group entering
into a simultaneous agreement with EPT whereby Pacific Group would
lease the purchased assets from EPT.  Therefore, the Debtors, with
the consent of SSG, the Debtors' exclusive investment banker,
sought permission to retain MacKenzie and compensate the firm in
the amount of $30,000, as permitted by the SSG Engagement.

                     About Wisp Resort et al.

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operated a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011, after defaulting on
nearly $30 million in loans from BB&T Corp. to build the golf
course community.  D.C. Development disclosed $91,155,814 in
assets and $46,141,245 in liabilities as of the Chapter 111
filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
SSG Capital Advisors, LLC, serves as exclusive investment banker
to the Debtors.  The Official Committee of Unsecured Creditors has
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel


DEEP DOWN: Accepts Resignation of M. Newbury as Vice President
--------------------------------------------------------------
Deep Down, Inc., accepted the resignation of Michael J. Newbury as
Vice President, effective as of March 28, 2013.

On March 15, 2013, Mr. Newbury notified Deep Down that he would
resign as Vice President of the Company in order to pursue other
opportunities.

                          About Deep Down

Houston, Tex.-based Deep Down -- http://www.deepdowncorp.com/--
is an oilfield services company specializing in complex deepwater
and ultra-deepwater oil production distribution system support
services, serving the worldwide offshore exploration and
production industry.

The Company reported net income of $2.13 million in 2011, compared
with a net loss of $17.41 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $33.64 million in total assets,
$7.12 million in total liabilities and $26.52 million in total
stockholders' equity.


DETROIT WATER: Fitch's New Ratings Still Reflects CCC-Rated Bonds
-----------------------------------------------------------------
UNCERTAINTY DRIVES NEGATIVE OUTLOOK: The investment grade ratings
continue to reflect Fitch's belief that system operations are
sufficiently separated from the city's very weak general credit
fundamentals (unlimited tax general obligation bonds rated 'CCC'
by Fitch). Fitch nevertheless is concerned that potential actions
to improve the city's financial position could negatively


Fitch Ratings has downgraded the following ratings for the City of
Detroit, Michigan (the city) issued on behalf of the Detroit Water
and Sewerage Department (the department):

-- Approximately $1.9 billion senior lien water revenue bonds to
    'BBB+' from 'A';

-- Approximately $1.1 billion second lien water revenue bonds to
    'BBB' from 'A-'.

The Rating Outlook is revised to Negative from Stable.

SECURITY

Senior lien bonds are secured by a first lien on net revenues of
the city's water system (the system). Second lien bonds are
secured by a second lien on net system revenues after payment of
senior lien bonds.

KEY RATING DRIVERS

UNCERTAINTY DRIVES NEGATIVE OUTLOOK: The investment grade ratings
continue to reflect Fitch's belief that system operations are
sufficiently separated from the city's very weak general credit
fundamentals (unlimited tax general obligation bonds rated 'CCC'
by Fitch). Fitch nevertheless is concerned that potential actions
to improve the city's financial position could negatively impact
the system's long-term credit characteristics.

WEAKENED FINANCIAL PROFILE DRIVES DOWNGRADE: The downgrade
reflects consistently weak financial results that have been below
prior expectations. Financial results have trended positive in
recent years, but key metrics remain inconsistent with Fitch's 'A'
category medians.

ELEVATED DEBT BUT MANAGEABLE CAPITAL: Debt levels are relatively
high and payout of principal is slow. Somewhat offsetting debt
concerns, minimal capital needs alleviate future borrowing
pressures.

EXPANSIVE SERVICE TERRITORY: The system provides an essential
service to a broad area that includes roughly 43% of Michigan's
population, with over 70% of operating revenues coming from
wealthier suburban customers.

STRONG RATE-ADJUSTMENT HISTORY: The governing body has instituted
virtually annual rate hikes in support of financial and capital
needs. While recent changes in the governance structure and rate
approval process could make it more difficult to achieve rate
hikes in the future, Fitch does not view this change as a concern
at this time.

RATING SENSITIVITIES

CITY INFLUENCE: Any change or influence by the city via the
emergency manager (EM) that negatively affects governance or
operations of the system would call into question the insulation
of the system from the city. This would likely result in immediate
and severe negative pressure on the system's rating given the
city's marginal credit quality.

INABILITY TO MAINTAIN FINANCES: Failure to maintain financial
performance at a level commensurate with financial projections,
including the ability to sustain over 1.0x debt service coverage
(DSC), would be viewed negatively.

CREDIT PROFILE

RATINGS CONTINUE TO REFLECT SEPARATION FROM CITY OPERATIONS
The ratings on the system bonds consider the regional economy -
including the city - and its potential impact on the system. The
ratings also consider other factors that historically have
separated system operations from those of the city. These factors
include a separation of system funds from other city funds as
required under city charter and the bond ordinance; billing and
collection of rates and charges by the department; relative
autonomy by the department's governing structure to oversee the
affairs of the system without undue influence by the city; and
retention of surplus funds by the system.

Fitch expects the separation of system operations from those of
the city to continue, but notes that the department is a component
unit of the city and therefore is not entirely free from potential
city influence. Consequently, any actions taken that directly or
indirectly change the historical paradigm could exert immediate
and significant credit pressure on system bonds, particularly
given the city's very weak credit quality.

CONTINUALLY WEAK FINANCIAL PROFILE
Fiscal 2011 financial performance improved over the prior year but
results still fell below 1.0x DSC on an all-in basis (0.91x). For
fiscal year 2012, all-in DSC barely exceeded 1.0x due in part to
ongoing rate hikes resulting in increased revenues. Nevertheless,
fiscal 2012 results fell well below the median for 'A' category
credits (1.5x). Fitch's calculation of DSC is based on operating
activity contained in the financial statements and includes
certain non-cash items such as other post-employment benefit
accruals for the year.

Other key metrics also are low. Days cash, which slightly declined
to 183 days for fiscal 2012 was short of the 285 days for 'A'
category credits. Also, system free cash for fiscal 2012 equaled
just 6% of depreciation expenses compared to 57% for 'A' category
credits. Despite projections of improved financial performance
through the fiscal 2017 forecast period, margins may continue to
be pressured if the system experiences significant water sales
declines or increased costs for capital or operations.

ELEVATED DEBT, YET MANAGEABLE CIP

The system's debt burden is relatively high with long-term debt
per customer totaling $2,079. Also, principal payout is slow with
only 26% of the debt maturing in 10 years. Fitch notes that the
2012 $200 million in debt issuance used to make termination
payments and unwind the system's entire swap portfolio contributed
to the weak debt profile, although the system has eliminated
certain interest rate and credit risks associated with the swaps.

Medium-term capital costs are expected to remain manageable as
there are no regulatory compliance issues for the system. The
fiscal 2013-2017 capital improvement plan (CIP), which totals $504
million, significantly declined from over $900 million the prior
year. Given the system's excess treatment capacity, management was
able to strategically align certain system flow with system
demand, thereby reducing plant replacement and renovation costs in
the CIP.

BROAD SERVICE AREA ENHANCES SYSTEM STABILITY

The system is a regional provider serving around 4.2 million
people or nearly 43% of Michigan's population, including Detroit's
population of over 700,000. The system serves the city on a retail
basis and 124 communities through 84 wholesale contracts. The
service territory consists of an area of 138 square miles in
Detroit and 981 square miles in eight counties. Population and
customer growth have experienced modest annual declines for a
number of years. Detroit's population in particular has
experienced continuous decline, but suburban areas have picked up
most of the migration.

CONSISTENT SYSTEM RATE INCREASES

The governing body has consistently raised rates to meet financial
and capital needs, although unfavorable operating conditions and
rising fixed costs have eroded the revenue impact. Fiscal 2012
charges were raised 9% for city retail and suburban wholesale
customers. An additional 9.7% and 7.9% rate adjustment for city
retail and suburban wholesale customers respectively, were
implemented for fiscal 2013, and another rate increase of 4% has
been approved for fiscal 2014. Annual increases of 4% are
preliminarily forecasted for fiscals 2015-2017.

Retail city rates remain among the lowest of most major U.S.
metropolitan areas despite recent rate increases but are around
Fitch's median household income (MHI) affordability benchmark
given the weak MHI within the city. On the suburban side, rates
remain very affordable even with the estimated retail tack-on
added by those wholesale entities in excess of the cost of service
charged by the department; reportedly, department charges
represent around 50% of the average suburban bill.


DEX ONE: Gets Court's Final Nod to Use Cash Collateral
------------------------------------------------------
Judge Kevin Gross issued final orders allowing Dex One Corporation
and its debtor affiliates access to cash collateral for working
capital, general corporate purposes, and administrative costs and
expenses in their bankruptcy cases and in the ordinary course of
business.

As reported by The Troubled Company Reporter on April 4, 2013, the
secured lenders, led by JPMorgan Chase Bank, N.A., as the
administrative agent for the Dex East and Dex West lenders, and
Duetsche Bank Trust Company Americas, the administrative agent for
the RHDI Lenders, will receive as adequate protection: (a)
superiority claims under Sec. 507(b) of the Bankruptcy Code; (b)
first priority liens on unencumbered property, liens junior to
certain existing liens, and liens senior to certain existing
liens; (c) payment of accrued and unpaid prepetition interest,
fees and costs, based on the applicable non-default rate set forth
in the credit agreements; and (d) payment of fees and expenses
incurred by professionals hired by the administrative agents.

Under the Cash Collateral Order, no more than $2,500,000 has been
tagged as "carve-out" for professional fees allowed by the
Bankruptcy Court.  An aggregate of up to $50,000 has also been
earmarked for any Committee to use on investigation costs of the
validity, enforceability or priority of the lenders' liens or
other claims and defenses against the secured lenders.

The Debtors' right to use the Cash Collateral will terminate on
the earliest to occur of (i) 10 days after the date that is 50
days after the Petition Date, unless extended by mutual agreement;
(ii) 10 days after the date that is 15 days after the order
confirming the Plan is entered; or (iii) the occurrence of an
event of default.

                        About Dex One

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

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

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

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

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


DUMA ENERGY: Submits Formal Application for NASDAQ Listing
----------------------------------------------------------
Duma Energy Corp. has submitted its application to be listed on
the NASDAQ stock exchange.  Management expects to retain the
current trading symbol "DUMA" once the Company receives final
approval for listing on the NASDAQ.

Duma will submit additional information and documentation as may
be requested by NASDAQ.  Duma is required to adhere to the
corporate governance standards set by NASDAQ, relating to, among
other things, audit committees, director nominations,
management/officer compensation, board composition, executive
sessions, quorum rules and code of conduct.  The board and
management believe Duma meets or exceeds these standards.

Jeremy G. Driver, CEO commented, "We have now taken another
significant step to enhance value for Duma shareholders.  A
listing on the NASDAQ stock exchange will open up many
opportunities for the company and increase its potential
shareholder base.  We are fully committed to completing the
process, increasing shareholder confidence, providing increased
transparency and are looking forward to joining the NASDAQ."

                         About Duma Energy

Corpus Christi, Tex.-based Duma Energy Corp. --
http://www.duma.com/-- formerly Strategic American Oil
Corporation, is a growth stage oil and natural gas exploration and
production company with operations in Texas, Louisiana, and
Illinois.  The Company's team of geologists, engineers, and
executives leverage 3D seismic data and other proven exploration
and production technologies to locate and produce oil and natural
gas in new and underexplored areas.

Duma Energy incurred a net loss of $4.57 million for the year
ended July 31, 2012, compared with a net loss of $10.28 million
during the prior fiscal year.

The Company's balance sheet at Jan. 31, 2013, showed $26.06
million in total assets, $15.15 million in total liabilities and
$10.90 million in total stockholders' equity.


DVORKIN HOLDINGS: Trustee Has Nod to Hire CBRE Inc. as Broker
-------------------------------------------------------------
Gus A. Paloian, as the Chapter 11 trustee of the bankruptcy
estate of Dvorkin Holdings, LLC, obtained permission from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
CBRE, Inc., as real estate broker to the Estate for the sale of
certain real property, pursuant to the terms of an exclusive sales
listing agreement.

As reported by the Troubled Company Reporter on March 20, 2013,
the Real Property currently consists of one office property with
the commonly known street address identified on the schedule to
the Agreement.  The Broker's Commission will consist of (a) 5% of
the first $1 million of the sale proceeds, and (b) 4% for every
dollar of sale proceeds that exceed $1 million.

                      About Dvorkin Holdings

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

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


DVORKIN HOLDINGS: Trustee Can Employ NAI Hiffman as Broker
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has granted Gus A. Paloian, as the Chapter 11 trustee of the
bankruptcy estate of Dvorkin Holdings, LLC, permission to employ
NAI Hiffman as real estate broker to the Estate for the sale of
certain real property, pursuant to the terms of an exclusive sales
listing agreement.

As reported by the Troubled Company Reporter on March 20, 2013,
the Real Property currently consists of two office properties
located at (i) 2 East 22nd Street, Lombard, Illinois; and (ii) 17
W 695-745 Butterfield Road, Oakbrook Terrace, Illinois.  The
Broker's Commission will consist of (a) 5% of the first $1 milion
of the sale proceeds, and (b) 4% for every dollar of sale proceeds
that exceed $1 million.

                      About Dvorkin Holdings

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

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


DYNAVOX: Gets NASDAQ Share Delisting Notice
-------------------------------------------
DynaVox on April 10 disclosed that it received notification on
April 5, 2013 that The NASDAQ Stock Market LLC has determined to
delist the Company's Class A common stock from the NASDAQ Global
Select Market, effective with the open of business on April 16,
2013.  As previously disclosed, on October 2, 2012, the Company
received a notice from NASDAQ indicating it was not in compliance
with NASDAQ's $1.00 minimum bid price requirement.  The delisting
is the result of the Company's failure to regain compliance with
this requirement.  The Company will not appeal the NASDAQ staff's
determination.

The Company has been advised by OTC Markets Group Inc. that its
Class A common stock will be immediately eligible for trading on
the OTCQB marketplace effective with the open of business on April
16, 2013.  The Company's Class A common stock will continue to
trade under the symbol DVOX.

DynaVox is a U.S.-based developer, manufacturer and distributor of
speech generating devices headquartered in Pittsburgh,
Pennsylvania.


EL FARMER: Court Takes Back Order Denying Cash Collateral Use
-------------------------------------------------------------
The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico has taken back a previous order denying El
Farmer Inc's request for authorization to use cash collateral of
Banco Popular de Puerto.

As reported by the Troubled Company Reporter on April 2, 2013, the
Court previously denied the Debtor's request to use cash
collateral when the Debtor failed to submit operating budgets
and provide a detail of the proposed usage of the funds.

In an order dated March 27, 2013, the Court vacated the previous
order and approved the stipulation allowing the Debtor to use cash
collateral until April 30, 2013.

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

The Debtor explained to the Court, in a motion dated March 8, 2013
requesting reconsideration of the cash collateral order denying
cash collateral use, that the budgets and the detail of the
proposed usage of the funds weren't included in the motion by
involuntary error.  The Debtor has submitted with the motion the
operating budgets and the detail of the proposed usage of the
funds.  A copy of the budgets is available for free at:

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

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


ELEPHANT TALK: Incurs $23.1 Million Net Loss in 2012
----------------------------------------------------
Elephant Talk Communications Corp. filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss attributable to the Company of $23.13 million on $29.20
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss attributable to the Company of $25.31 million on
$32.23 million of revenue for the year ended Dec. 31, 2011.
Elephant Talk incurred a net loss attributable to the Company of
$92.48 million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $37.47
million in total assets, $17.32 million in total liabilities and
$20.14 million in total stockholders' equity.

"The sequential increase of mobile and security revenue to $3.6
million in Q412 from $2.9 million in Q312 was a significant
contributor to the sequential increase of total company margin to
$2.7 million in Q412 from $2.1 million in Q312, thereby
illustrating the strong operating leverage associated with these
operations," stated Steven van der Velden, CEO of Elephant Talk
Communication.  "Continued year-over-year growth of the high
margin mobile and security revenue is expected to contribute to
our first month of positive operational cash flow, which we
estimate using Adjusted EBITDA.  While timing is dependent on the
accounting treatment on revenue from existing contracts, we expect
to achieve this company milestone in April of 2013.  In addition,
we are currently in the process of finalizing additional funding,
and the company intends to close such financing in April/May,
though there can be no assurance that financing will close in such
period.  This financing, combined with existing cash on hand and
cash flow from operations will be sufficient to fund our
operations and carry out our business plans."

BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
suffered recurring losses from operations has an accumulated
deficit of $203.3 million and continues to generate negative cash
flows that raise substantial doubt about its ability to continue
as a going concern.

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

                        http://is.gd/5ZJbaH

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.


ELPIDA MEMORY: Appeals Stretch Timeline for Micron's Takeover
-------------------------------------------------------------
Peg Brickley at Daily Bankruptcy Review reports that creditor
challenges are adding to the time it will take for Micron
Technology Inc.'s acquisition of Elpida Memory Inc., but market
analysts don't view the legal quarrels as a real risk to the deal.

As reported in the TCR on April 2, certain unsecured creditors of
Elpida Memory filed appeals March 29, of the Tokyo District
Court's February 28 order approving Elpida's plan of
reorganization.  Elpida's reorganization plan calls for Micron to
sponsor Elpida's reorganization under which Elpida will become a
wholly-owned subsidiary of Micron.  The Tokyo District Court's
approval followed an Elpida creditor vote, concluded on February
26, in which the creditors voted overwhelmingly to approve the
reorganization plan.

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

                     About Elpida Memory Inc.

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

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

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

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


EMIGRANT BANCORP: Fitch Hikes Longterm IDR to 'B'; Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has upgraded Emigrant Bancorp's (EMIG) long-term IDR
to 'B' from 'B-'. The Ratings Outlook remains Stable.

RATING ACTION AND RATIONALE

The upgrade of EMIG's ratings reflects both the continued
improvement of asset quality metrics as well as the additional
capital provided by the sale of its branch network. Fitch
recognizes that the branch sale does not constitute core earnings
and core profitability remains a weakness for EMIG.

That said, the branch sale provides additional flexibility to deal
with its 2014 senior debt maturities as well as outstanding TARP.
EMIG's rating strengths are balanced against the company's
elevated non-performing asset (NPA) levels. Also taken into
account is EMIG's evolving business initiatives and 'key man' risk
in the form of the company's chairman and CEO, Howard Milstein.

That being said, the Milstein family has contributed a significant
amount of capital to the bank over the last few years. The Stable
Outlook reflects Fitch's expectation that EMIG will continue to
gradually reduce NPA levels while increasing core earnings in the
medium term.

RATING DRIVERS AND SENSITIVITIES

Asset quality metrics are improving, though NPAs remain stubbornly
high. NPAs are driven primarily EMIG's residential portfolio.
Fitch expects NPAs to remain elevated as the judicial foreclosure
process limits the speed at which lenders can resolve problem
residential mortgages in New York. That said, credit losses for
this portfolio have remained manageable as most of the mortgages
have relatively low LTVs.

Core earnings continue to struggle at EMIG. However, the branch
sale is expected to reduce overhead costs and be net-additive to
core earnings in the near term. Fitch expects that the low
interest rate environment will keep putting pressure on earnings
and margins for the foreseeable future. To combat margin
pressures, EMIG has placed strategic focus on building up its fee
income businesses.

These businesses include HPM Partners (investment advisor/wealth
management), Personal Risk Management (insurance brokerage),
NYPB&T (wealth management and trust services) and Galatioto Sports
Partners (sports M&A advisory boutique), and Fiduciary Network.
Fitch expects that its fee income businesses will likely take some
time to add meaningful incremental earnings growth given the deep
relationships needed in private banking and wealth management.

As the economic environment worsened during the credit cycle, EMIG
shifted its focus to commercial lending through a number of
different channels. EMIG offers a number of different commercial
lending products including fine arts lending, sports lending, CRE
bridge loans and private equity sponsored cash flow loans.
Additionally, EMIG participates in the syndicated loan market.
Each of these lending channels has limited exposure on its own.
Collectively, however, they represent a nearly one-quarter of the
loan portfolio. Any deterioration in these portfolios could result
in negative ratings pressure.

Given elevated NPAs and evolving business initiatives, Fitch
expects EMIG will operate with elevated tangible capital ratios.
Any meaningful reduction to tangible capital levels in the near
term could place negative pressure on its current ratings.
Additionally, any deterioration to asset quality metrics could
result in Fitch downgrading the EMIG's ratings. Conversely, Fitch
may take positive ratings action if core earnings improve, asset
quality strengthens and new business reach scale in terms of
profitability.

Fitch continues to rate the holding company one notch below its
bank subsidiaries due to forthcoming maturity of $200 million of
senior notes in June 2014. EMIG's parent, New York Private Bank &
Trust (NYPBT), also has $276 million of preferred stock
outstanding under the TARP. The interest rates on the EMIG's TARP
shares are scheduled to step up to a 9% coupon from 5% in 2014.
The rating of the holding company would likely be equalized with
the bank once these obligations are addressed.

KEY RATING DRIVERS - Support and Support Rating Floors:
EMIG and subsidiaries have Support Ratings of '5' and Support
Rating Floors of 'NF'. Fitch believes that they are not
systemically important and therefore, the probability of support
is unlikely. The IDRs and Viability Ratings (VRs) do not
incorporate any external support.

RATING SENSITIVITIES - Support and Support Rating Floors:
Fitch does not anticipate changes to the Support Ratings or
Support Rating Floors given size and the lack of systemic
importance of the niche bank group.

KEY RATING DRIVERS - Subordinated Debt and Other Hybrid
Securities:
Subordinated debt and other hybrid capital issued by the trust
banks and by various issuing vehicles are all notched down from
the holding company or its bank subsidiaries' VRs. This is in
accordance with Fitch's assessment of each instrument's respective
nonperformance and relative loss severity risk profiles.

RATING SENSITIVITIES - Subordinated Debt and Other Hybrid
Securities:
Ratings are primarily sensitive to any change in the VRs, where
the notching would be realigned in conjunction with any change in
the VR.

KEY RATING DRIVERS - Subsidiary and Affiliated Company Rating:
Fitch continues to rate the EMIG one notch below its Emigrant Bank
subsidiary due to forthcoming maturity of $200 million of senior
notes in June 2014 in addition to outstanding TARP monies from the
U.S. department of treasury.

RATING SENSITIVITIES - Subsidiary and Affiliated Company Rating:
Ratings are primarily sensitive to any change in the VRs of the
associated bank subsidiaries

Fitch has upgraded the following ratings with a Stable Outlook.

Emigrant Bancorp Inc.:
-- Long-term IDR to 'B' from 'B-',
-- VR to 'b' from 'b-'.

Emigrant Bank
-- Long-term IDR to 'B+' from 'B',
-- VR to 'b+' from 'b';
-- Long-term Deposits to 'BB-' from 'B+/RR3'.

Emigrant Mercantile Bank
-- Long-term IDR to 'B+' from 'B'.

Fitch has affirmed the following ratings:

Emigrant Bancorp Inc.:
-- Short-Term IDR at 'B'
-- Senior Debt at 'CCC/RR6';
-- Support at '5';
-- Support Floor at 'NF'.

Emigrant Bank
-- Short-Term IDR at 'B';
-- Short-Term Deposits at 'B';
-- Support at '5';
-- Support Floor at 'NF'.

Emigrant Mercantile Bank
-- Short-Term IDR at 'B';
-- Support at '5';
-- Support Floor at 'NF'.

Emigrant Capital Trust I
Emigrant Capital Trust II
-- Preferred Stock at 'CC/RR6'.

Following the merger into Emigrant Bank, Fitch has withdrawn the
ratings for the following:

Emigrant Savings Bank - Bronx/Westchester
-- Long-term IDR at 'B',
-- VR at 'b';
-- Long-term Deposits at 'B+/RR3'.
-- Short-Term IDR at 'B';
-- Short-Term Deposits at 'B';
-- Support at '5';
-- Support Floor at 'NF'

Emigrant Savings Bank - Brooklyn/Queens
-- Long-term IDR at 'B',
-- VR at 'b';
-- Long-term Deposits at 'B+/RR3'.
-- Short-Term IDR at 'B';
-- Short-Term Deposits at 'B';
-- Support at '5';
-- Support Floor at 'NF'

Emigrant Savings Bank - Manhattan
-- Long-term IDR at 'B',
-- VR at 'b';
-- Long-term Deposits at 'B+/RR3'.
-- Short-Term IDR at 'B';
-- Short-Term Deposits at 'B';
-- Support at '5';
-- Support Floor at 'NF'.

Emigrant Savings Bank - Long Island
-- Long-term IDR at 'B',
-- VR at 'b';
-- Long-term Deposits at 'B+/RR3'.
-- Short-Term IDR at 'B';
-- Short-Term Deposits at 'B';
-- Support at '5';
-- Support Floor at 'NF'.


EMPRESAS OMAJEDE: PREPA Gets Adequate Assurance Payment
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico amended
its order dated Feb. 21, 2013, authorizing Empresas Omajede Inc.
to provide adequate assurance of payment to creditor Puerto Rico
Electric Power Authority.

The amendment is intended to correct an error of fact upon which
the order is based since it was to PREPA's contention that the
Debtor's average monthly consumption was $182,000, when as
evidenced by the exhibits, the Debtor's average monthly
consumption for the last six months equals $59,189.

On Feb. 21, the Court authorized the Debtor to provide PREPA with
adequate assurance of payment in the amount of $182,000.

PREPA, in its motion said that the Debtor's accumulated a
prepetition debt to PREPA is $236,685, for electric power services
provided to premises located at La Electronica Building in Rio
Piedras.  PREPA has no adequate assurance of payment for
postpetition electric service rendered and the debt continues to
increase.

                    About Empresas Omajede Inc.

Empresas Omajede Inc., filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 12-10113) in Old San Juan, Puerto Rico, on Dec. 21, 2012.
Patricia I. Varela, Esq., and the law firm of Charles A. Cuprill,
PSC, serve as counsel.  Nelson E. Galarza serves as financial
advisor.

The Debtor disclosed $5,613,568 in assets and $98,762,700 in its
schedules.  The Debtor is a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B) with principal assets located at La
Ectronica Building, 1608 Bori St., in San Juan, Puerto Rico.


EVERGREEN OIL: Taps Levene Neale as Bankruptcy Counsel
------------------------------------------------------
Evergreen Oil Inc. and Evergreen Environmental Holdings, Inc.,
seek approval from the Bankruptcy Court to employ the law firm of
Levene, Neale, Bender, Yoo & Brill L.L.P. to represent them in
connection with their chapter 11 bankruptcy cases.

Levene Neale will charge on an hourly basis in accordance with the
firm's standard hourly billing rates, and will seek reimbursement
of expenses in accordance with the rates set forth in the
guidelines promulgated by the Office of the United States Trustee.

The hourly billing rates for each of Levene Neale's attorneys
effective as of Jan. 1, 2013, are:

                              Hourly Rate
                              -----------
    David W. Levene              $595
    David L. Neale               $595
    Ron Bender                   $595
    Martin J. Brill              $595
    Timothy J. Yoo               $595
    Edward M. Wolkowitz          $595
    David B. Golubchik           $595
    Monica Y. Kim                $575
    Beth Ann R. Young            $575
    Daniel H. Reiss              $575
    Irving M. Gross              $575
    Philip A. Gasteier           $575
    Jacqueline L. Rodriguez      $525
    Juliet Y. Oh                 $525
    Michelle S. Grimberg         $525
    Todd M. Arnold               $525
    Todd A. Frealy               $525
    Anthony A. Friedman          $475
    Carmela T. Pagay             $475
    Krikor J. Meshefejian        $430
    John-Patrick M. Fritz        $430
    Gwendolen D. Long            $375
    Lindsey L. Smith             $325
    Paraprofessionals            $195

Levene Neale does not have any previous connection with any
insider of the Debtors or any insider of an insider of the
Debtors.

During the one-year period prior to the Chapter 11 filing, the
Debtors paid the total sum of $110,000 as retainer payments to
Levene Neale for legal services.  The retainer has been exhausted.

                        About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013, in Santa Ana California.

The Debtors on the petition date filed applications to employ
Levene, Neale, Bender, Yoo & Brill L.L.P. as bankruptcy counsel;
Jeffer, Mangels Butler & Mitchell L.L.P. as special corporate
counsel effective; and Cappello Capital Corp. as exclusive
investment banker.

The Debtors each estimated assets and debts of $50 million to
$100 million.  According to the docket, the formal schedules of
assets and liabilities are due April 23, 2013.


EVERGREEN OIL: Jeffer Mangels Tapped as Corporate Counsel
---------------------------------------------------------
Evergreen Oil Inc. and parent Evergreen Environmental Holdings,
Inc. seek approval from the Bankruptcy Court to employ Jeffer,
Mangels, Butler & Mitchell L.L.P. as special corporate counsel.

The Debtors seek to employ Jeffer Mangels for the specific
specialized purpose of advising on and aiding in the drafting of
documentation needed in order to consummate a sale of the Debtors'
assets. Further, the Debtors seek to employ Jeffer Mangels to
advise the Debtors on any business formation and corporate
governance issues of non-bankruptcy law related to the Debtors'
current business formation and any restructuring of their business
formation, including a sale of the Debtors' business, through a
chapter 11 plan of reorganization.

According to papers filed by the Debtors, David B. Stern and
Robert Steinberg, who will be the attorneys primarily responsible
for the representation of the Debtors in their corporate
governance and business issues, both have substantial experience
and expertise in transactional law, business formation, corporate
governance, and corporate mergers and acquisitions.  Mr. Stern's
hourly billing rate is $560.  Mr. Steinberg's hourly billing rate
is $595.

During the one-year period prior to its Chapter 11 filing, EOI
paid the total sum of $39,206 as retainer payments to Jeffer
Mangels for legal services in connection with the sale of the
Debtors' assets. The retainer has been reduced to $900.  In
addition, prior to its Chapter 11 filing, the Debtors paid the
total additional sum of $50,000 to Jeffer Mangels for legal
services in contemplation of and in connection with Jeffer
Mangels' representation of the Debtors as special corporate
counsel.

Jeffer Mangels currently represents two creditors of EOI -- Clean
Harbor Environmental Services and Pacific Electric & Gas -- on
matters unrelated to EOI and the proposed services that Jeffer
Mangels will render as special corporate counsel for the Debtors.

The firm can be reached at:

         David B. Stern, Esq.
         JEFFER MANGELS BUTLER & MITCHELL LLP
         1900 Avenue of the Stars, 7th Floor
         Los Angeles, CA
         Tel: (310) 201-3530
         Fax: (310) 712-8530
         E-mail: DavidStern@jmbm.com

                        About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013, in Santa Ana California.

The Debtors on the petition date filed applications to employ
Levene, Neale, Bender, Yoo & Brill L.L.P. as bankruptcy counsel;
Jeffer, Mangels Butler & Mitchell L.L.P. as special corporate
counsel effective; and Cappello Capital Corp. as exclusive
investment banker.

The Debtors each estimated assets and debts of $50 million to
$100 million.  According to the docket, the formal schedules of
assets and liabilities are due April 23, 2013.


EVERGREEN OIL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Evergreen Oil, Inc.
        2415 Campus Drive, Suite 225
        Irvine, CA 92612

Bankruptcy Case No.: 13-13163

Chapter 11 Petition Date: April 9, 2013

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Evergreen Environmental Holdings, Inc.  13-13168

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Scott C. Clarkson

Debtor's Counsel: David L. Neale, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL, LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: dln@lnbrb.com

                         - and ?

                  Juliet Y. Oh, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL, LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: jyo@lnbrb.com

                         - and ?

                  Lindsey L. Smith, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL, LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: lls@lnbyb.com

Debtors'
Special
Corporate
Counsel:          JEFFER, MANGELS BUTLER & MITCHELL L.L.P.

Debtors'
Investment
Banker:           CAPPELLO CAPITAL CORP.
investment banker.

Lead Debtor's
Estimated Assets: $50,000,001 to $100,000,000

Lead Debtor's
Estimated Debts: $50,000,001 to $100,000,000

The petitions were signed by William Scottini, chief financial
officer.

A. Evergreen Oil's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Petrochem Insulation               --                     $494,217
110 Corporate Place
Vallejo, CA 94590

Union Pacific Railroad Company     --                     $405,190
5074 Collection Center Drive
Chicago, IL 60693

Pacific Gas and Electric           --                     $218,399
Box 997300
Sacramento, CA 95899-7300

Aetna                              --                     $213,513

Telstar                            --                     $195,218

Quest Resource Management          --                     $146,094
Group, LLC

Red Giant Oil Co.                  --                     $144,098

Mashburn Transportation            --                     $142,719
Services, Inc.

Premium Assignment Corporation     --                     $139,914

Robinson Oil Corp.                 --                     $137,619

Versa Engineering &                --                     $113,820
Technology, Inc.

Clean Harbors Catalyst             --                     $107,590
Technologies

ChemPoint.com                      --                      $87,908

Certified Coatings Co.             --                      $86,050

Clean Harbors Env. Services        --                      $82,419

Tiger, Inc.                        --                      $81,612

Brahma Group, Inc.                 --                      $78,720

Rineco Innovative Waste Mngmnt     --                      $71,588

People Core, Inc.                  --                      $71,436

Coast Counties Peterbilt Leasing   --                      $70,403

B. Evergreen Environmental Holdings' list of its largest unsecured
creditors filed with the petition does not contain any entry.


FIRST STREET: Has Nod to Amend Scope of Binder & Malter Employment
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has granted First Street Holdings NV, LLC, and its debtor-
affiliates permission to amend the scope of employment of Binder &
Malter, LLP, its special appeals counsel.

As reported by the Troubled Company Reporter on March 22, 2013,
the Court allowed the Debtors to expand the scope of special
appellate counsel's employment to, among other things, interpret
the ruling of the Bankruptcy Appellate Panel vacating and
remanding the order of the bankruptcy court's order granting
relief from stay.

                        About First Street

First Street Holdings NV, LLC, and Lydian SF Holdings, LLC, filed
for Chapter 11 bankruptcy (Bankr. N.D. Cal. Case Nos. 11-49300
and 11-49301) on Aug. 30, 2011, before Judge Roger L. Efremsky.

Debtor-affiliates 78 First Street, LLC, 88 First Street LLC, 518
Mission, LLC, First/Jessie LLC, JP Capital, LLC, Peninsula Towers
LLC, and Sixty-Two First Street LLC (Bankr. N.D. Cal. Case Nos.
11-70224, 11-70228,, 11-70229, 11-70231, 11-70232, 11-70233 and
11-70234) filed for Chapter 11 bankruptcy on Sept. 23, 2011.

Colliers Parrish International Inc. serves as appraiser to value
certain real properties and other assets held by the Debtors.

The cases are jointly administered under Lead Case No. 11-49300.

Investor David Choo is associated with CMR Capital, LLC, the
manager of the Debtors.

Debtors First Street Holdings NV, LLC, Lydian SF Holdings, LLC, 78
First Street, LLC, 88 First Street, LLC, 518 Mission, LLC,
First/Jessie, LLC, Sixty-two First Street, LLC, Peninsula Towers,
LLC, and JP Capital, LLC; and David Choo, individually, filed a
combined joint plan and disclosure statement with the Bankruptcy
Court.  The Joint Plan, dated Nov. 29, 2011, provided for the
payment of all of their secured, administrative, priority and
general unsecured claims in full.  Interests in the Debtors would
be retained without modification.

In December 2011, the bankruptcy court held that the First Street
Parties had not proven that they had a reasonable possibility of
an effective reorganization within a reasonable time.  The court
noted the proposed plan likely qualified as a negative
amortization plan, which would be difficult to confirm under the
best of circumstances.  The court also noted that the Properties
as of the time of the hearing did not generate enough monthly
rents to pay monthly operating expenses and property taxes.  The
court also doubted that the First Street Parties could raise
sufficient plan funding, as they had proposed, by renting out
additional available space in the buildings on the Properties.


FLAT OUT: Committee Has OK to Hire CBIZ as Financial Advisor
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Flat Out Crazy,
LLC, et al., sought and obtained authorization from the Hon.
Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York to retain CBIZ Accounting, Tax and Advisory
of New York, LLC, as financial advisor to the Committee, nunc pro
tunc to Feb. 21, 2013.

CBIZ will, among other things:

      (a) assist the Committee in its evaluation of the Debtors'
          post-petition cash flow and other projections and
          budgets prepared by the Debtors or their financial
          advisor;

      (b) monitor the Debtors' activities regarding cash
          expenditures and general business operations subsequent
          to the filing of the petitions under Chapter 11;

      (c) assist the Committee in its review of monthly operating
          reports submitted by the Debtors or their financial
          advisor; and

      (d) manage or assist with any investigation into the pre-
          petition acts, conduct, transfers, property, liabilities
          and financial condition of the Debtors, their
          management, or creditors, including the operation of the
          Debtors' businesses.

CBIZ will be paid at these hourly rates:

          Directors and Managing Directors           $395-$595
          Managers and Senior Managers               $310-$410
          Senior Associates and Staff                $130-$310

Charles M. Berk, Managing Director of CBIZ, attested to the Court
that the firm is a "disinterested" person as such term is defined
in Section 101(14) of the Bankruptcy Code.

                      About Flat Out Crazy

Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago.  Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept.  Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food.  The Debtors have 1,200 employees.

Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013.  The Debtors have tapped Squire Sanders (US) LLP
as counsel; Kurtzman Carson Consultants, LLC, as claims, noticing
and administrative agent; William H. Henrich and Mark Samson from
Getzler Henrich as their co-chief restructuring officers; and J.H.
Chapman Group, L.L.C, as their investment bankers.

The Debtors disclosed total assets of $28.0 million and
liabilities of $37.5 million as of Nov. 28, 2012.

An official committee of unsecured creditors has been appointed in
the Debtors' cases.  Kelley Drye & Warren LLP serves as the
Committee's counsel.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed Alan
Chapell, as the consumer privacy ombudsman in the Debtors' cases.


FLAT OUT: Has Nod to Hire J.H. Chapman for Stir Crazy Sale
----------------------------------------------------------
Flat Out Crazy, LLC, et al., sought and obtained permission from
the Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York to retain J.H. Chapman Group,
L.L.C., to perform additional work as investment banker to the
Debtors related to the sale of the Stir Crazy Assets, nunc pro
tunc to March 1, 2013.

As reported by the Troubled Company Reporter on March 21, 2013,
the Debtors obtained permission from the Court to employ J.H.
Chapman as investment banker.  J.H. Chapman pursuant to an
engagement letter dated Jan. 23, 2013, agreed to, among other
things, advise the Debtors on the disposition, pursuant to an
auction process under Section 363 of the Bankruptcy Code, of the
Debtors' Flat Top Grill branded restaurant operations, and related
assets.

The Debtors employ J.H. Chapman on the terms and conditions set
forth in the Stir Crazy Engagement Letter to provide various
investment banking and related advisory services, including:

      a) familiarizing itself with the business, operations,
         properties, financial condition and prospects of the Stir
         Crazy Assets, and any prospective buyer, it being
         understood that Chapman shall, in the course of the
         familiarization, rely entirely upon available public
         information and such other information as may be supplied
         by Debtors or a buyer, without independent investigation

         or verification;

      b) preparing a written presentation describing the business
         for the use of prospective buyers;

      c) identifying prospective buyers of the Stir Crazy Assets,
         contacting the buyers on behalf of Debtors, and advising
         Debtors of the results of the contacts;

      d) assisting Debtors in the negotiation of an acceptable
         purchase agreement and related strategy; and

      e) managing the overall sale and auction process under
         Section 363 of the Bankruptcy Code.

Pursuant to the terms of the Stir Crazy Engagement Letter, J.H.
Chapman will receive compensation (in addition to that already
approved by the Court for the sale of the Flat Top
Assets) in two forms:

      a) advisory fee of $7,500 per month for each month during
         the term of J.H. Chapman's engagement under the Stir
         Crazy Engagement Letter, in addition to the previously
         approved $10,000 per month advisory fee approved in
         connection with the sale of the Flat Top Assets; and

      b) transaction fee of $150,000, plus 1% of proceeds in
         excess of $3 million, upon the closing of a Sale of part
         or all of the Stir Crazy Assets, in addition to the
         transaction fee for the sale of the Flat Top Assets
         approved as part of the initial application.

Robert S. Hill, Principal of J.H. Chapman, attested to the Court
that the firm is a "disinterested" person as such term is defined
in Section 101(14) of the Bankruptcy Code.

                      About Flat Out Crazy

Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago.  Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept.  Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food.  The Debtors have 1,200 employees.

Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013.  The Debtors have tapped Squire Sanders (US) LLP
as counsel; Kurtzman Carson Consultants, LLC, as claims, noticing
and administrative agent; William H. Henrich and Mark Samson from
Getzler Henrich as their co-chief restructuring officers; and J.H.
Chapman Group, L.L.C, as their investment bankers.

The Debtors disclosed total assets of $28.0 million and
liabilities of $37.5 million as of Nov. 28, 2012.

An official committee of unsecured creditors has been appointed in
the Debtors' cases.  Kelley Drye & Warren LLP serves as the
Committee's counsel.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed Alan
Chapell, as the consumer privacy ombudsman in the Debtors' cases.


FLAT OUT: General Claims Bar Date Set for May 10
------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York has set the general bar date for
filing claims against Flat Out Crazy, LLC, et al., at May 10,
2013, at 5:00 p.m.

Proofs of claim must be filed by mailing the original proof of
claim or delivering the original proof of claim by hand or
overnight courier to:

      FOC Claims Processing Center
      c/o Kurtzman Carson Consultants LLC
      2335 Alaska Avenue, El Segundo, CA 90245

Governmental units holding claims against the Debtors that arose
or are deemed to have arisen prior to the Filing Date are required
to file proofs of claim by July 24, 2013, at 5:00 p.m., Eastern
Time.

                      About Flat Out Crazy

Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago.  Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept.  Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food.  The Debtors have 1,200 employees.

Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013.  The Debtors have tapped Squire Sanders (US) LLP
as counsel; Kurtzman Carson Consultants, LLC, as claims, noticing
and administrative agent; William H. Henrich and Mark Samson from
Getzler Henrich as their co-chief restructuring officers; and J.H.
Chapman Group, L.L.C, as their investment bankers.

The Debtors disclosed total assets of $28.0 million and
liabilities of $37.5 million as of Nov. 28, 2012.

An official committee of unsecured creditors has been appointed in
the Debtors' cases.  Kelley Drye & Warren LLP serves as the
Committee's counsel.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed Alan
Chapell, as the consumer privacy ombudsman in the Debtors' cases.


FLORIDA GAMING: Board OKs Morrison Brown as Principal Accountant
----------------------------------------------------------------
On March 18, 2013, David Jonas as receiver for Florida Gaming
Centers, Inc., the wholly-owned subsidiary, and primary operating
asset, of Florida Gaming Corporation, appointed Morrison, Brown,
Argiz & Flora, LLC, as the new accountants to perform the audit of
Centers for its fiscal year ended Dec. 31, 2012.

King + Company, P.S.C., has been the Company's independent auditor
since 1994, and in connection with King's work on the Dec. 31,
2012, audit, the Company, in consultation with King and Morrison,
determined that, because Morrison will audit substantially all of
the Company's consolidated revenue and assets in connection with
its audit of Centers, Morrison would be the Company's "principal
accountant".

On March 27, 2013, the sole member of the Company's Audit
Committee, Dr. George Galloway, met with representatives of
Morrison and of King.  Following these meetings, the Audit
Committee recommended the ratification and approval of Morrison's
appointment as the Company's principal accountant for the Dec. 31,
2012 audit.

On March 27, 2013, Company's board of directors ratified and
approved Morrison's appointment as Company's principal accountant.

Before its appointment as Centers' auditor, Morrison was
previously engaged by Centers on Oct. 12, 2012, to act as an
expert witness on Centers' behalf in the previously disclosed case
filed in the Circuit Court of the Eleventh Judicial Circuit in and
for Miami-Dade County, Florida styled ABC Funding, LLC, as
Administrative Agent for Summit Partners Subordinated Debt Fund
IV-A, L.P., Summit Partners Subordinated Debt Fund IV-B, L.P.,
JPMorgan Chase Bank, N.A., Locust Street Funding LLC, Canyon Value
Realization Fund, L.P., Canyon Value Realization Master Fund,
L.P., Canyon Distressed Opportunity Master Fund, L.P., and Canyon-
GRF Master Fund II, L.P., vs. Florida Gaming Centers, Inc., a
Florida corporation, and Florida Gaming Corporation, a Delaware
corporation.  Morrison resigned from the expert witness engagement
prior to accepting the audit engagement.

                        About Florida Gaming

Florida Gaming Corporation operates live Jai Alai games at
frontons in Ft. Pierce, and Miami, Florida through its Florida
Gaming Centers, Inc. subsidiary.  The Company also conducts
intertrack wagering (ITW) on jai alai, horse racing and dog racing
from its facilities.  Poker is played at the Miami and Ft. Pierce
Jai-Alai, and dominoes are played at the Miami Jai-Alai.  In
addition, the Company operates Tara Club Estates, Inc., a
residential real estate development located near Atlanta in Walton
County, Georgia.  Approximately 46.2% of the Company's common
stock is controlled by the Company's Chairman and CEO either
directly or beneficially through his ownership of Freedom Holding,
Inc.  The Company is based in Miami, Florida.

The Company reported a net loss of $21.76 million in 2011,
compared with a net loss of $4.84 million in 2010.

As of June 30, 2012, the Company was in default on an $87,000,000
credit agreement regarding certain covenants.  The Company's
continued existence as a going concern is dependent on its ability
to obtain a waiver of its credit default and to generate
sufficient cash flow from operations to meet its obligations.

After auditing the 2011 results, King & Company, PSC, in
Louisville, Kentucky, noted that the Company has experienced
recurring losses from operations, cash flow deficiencies, and is
in default of certain credit facilities, all of which raise
substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at Sept. 30, 2012, showed $77.40
million in total assets, $116.43 million in total liabilities and
a $39.02 million total stockholders' deficit.


FR 160: Hearing on Flagstaff Ranch's Dismissal Motion on May 8
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has set for
May 8, 2013, at 8:30 a.m., the hearing on Flagstaff Ranch Golf
Club's motion for the dismissal of FR 160, LLC's Chapter 11 case.

As reported by the Troubled Company Reporter on March 21, 2013,
the Court FRGC, owner and operator of various parcels within the
Debtor's Flagstaff Ranch, filed for case dismissal, saying that
while the Debtor may have sufficient funds to compensate its
outstanding creditors, it has no income, no cash on hand, and
apparently no prospect of future earnings.  That motion was denied
on Feb. 5, 2013, and the Court ordered that the Debtor promptly
make court-ordered adequate protection payments to FRGC as a
condition of the automatic stay remaining in place.

On Feb. 19, FRGC submitted its renewed motion for dismissal, or in
the alternative, conversion of the Debtor's Chapter 11 case to
Chapter 7.  FRGC reiterated that the Debtor has virtually no money
of its own, and will have no money to pay the upcoming property
taxes or continued adequate protection payments as ordered by the
Court unless it is able to sell lots.  According to FRGC, the
Debtor's lack of funds necessary to operate is what prompted it to
improperly spend the proceeds from Lot 132 on adequate protection
payments and in clear violation of the sale proceeds order.

In a court filing dated March 15, 2013, the Debtor filed an
objection to the dismissal motion.  According to the Debtor, FRGC
said that the Debtor's assets have appreciated by more than
$500,000 since the commencement of this case.  The Debtor said
that it is paying monthly adequate protection payments to FRGC and
will be able to propose an amended plan of reorganization that has
a reasonable possibility of being confirmed before the hearing on
the renewed motion to dismiss.  The Debtor stated that it has
replaced the funds from the proceeds of a sale of a lot secured by
FRGC's deed of trust to pay the FRGC.

                          About FR 160

FR 160 LLC, originally named IMH Special Asset NT 160 LLC, was
formed for the purpose of owning 51 residential lots and Tract H
at the Flagstaff Ranch Golf Club Community generally located in
Coconino County, Arizona.  In January 2011, to resolve disputes
with the golf club, the parties entered into an agreement where
FR 160 delivered to the golf club a promissory note in the amount
of $4,950,000, a promissory note of $720,000 and a deed of trust
on the real property.  FR 160 failed to make certain payments and
the golf club initiated the non-judicial foreclosure process.
FR 160 commenced bankruptcy to stop the trustee's sale of the
property.  It filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 12-13116) in Phoenix on June 12, 2012.

FR 160, which claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B), estimated assets of up to $50 million
and debts of up to $100 million.  Attorneys at Snell & Wilmer
L.L.P., in Phoenix, serve as counsel.

The U.S. Trustee has not appointed an official committee in the
case due to an insufficient number of persons holding unsecured
claims against the Debtor that have expressed interest in serving
on a committee.  The U.S. Trustee reserves the right to appoint a
committee should interest develop among the creditors.

Attorneys at Gordon Silver, in Phoenix, represent creditor
Flagstaff Ranch Golf Club as counsel.


GGW BRANDS: 'Girls Gone Wild' Being Taken Over by Ch. 11 Trustee
----------------------------------------------------------------
Steven Church & Edvard Pettersson, writing for Bloomberg News,
reported that the company behind the "Girls Gone Wild" videos will
be run by a federal bankruptcy trustee, a judge ruled after
creditors accused the founder of the soft-core pornography
franchise of using the business to dodge his debts.

According to the report, creditors of GGW Brands LLC, including
Steve Wynn's Wynn Las Vegas LLC, requested the trustee to stop the
company from diverting cash to Joe Francis, who started the video
series that features college-age women drinking, stripping and
having sex in reality-TV style shows.

Bloomberg related that GGW Brands, which claims it has no formal
ties to Francis, filed for bankruptcy in Los Angeles in February,
listing debt of $16.3 million and assets of less than $50,000.

The company claims GGW has no responsibility to pay millions of
dollars in court judgments against Francis that were won by Wynn
Las Vegas and a woman who says a "Girls" video featured naked
images of her without her permission, Bloomberg said.

Bloomberg added that GGW paid more than $800,000 in Francis's
American Express credit card bills so the video maker could
maintain his "bad boy" image, the company said in court papers.
Francis's image and lavish lifestyle are necessary to sell GGW
products, according to the company.

Creditors said in court filings that those payments and other
evidence prove Francis controls GGW, the Bloomberg report noted.
Therefore, the company, based in the Los Angeles area, should pay
the judgments, they said.

                         About GGW Brands

Santa Monica, California-based GGW Brands, LLC, the company behind
the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 13-15130) on Feb. 27, 2013.  Judge Sandra R.
Klein oversees the case.  The company is represented by the Law
Offices of Robert M. Yaspan.  The company disclosed $0 to $50,000
in estimated assets and $10 million to $50 million in estimated
liabilities in its petition.


GMX RESOURCES: Allowed to Start Tapping $50M Bankruptcy Loan
------------------------------------------------------------
Rachel Feintzeig at Dow Jones' DBR Small Cap reports oil and gas
company GMX Resources Inc. won approval to tap a $50 million loan
as it tries to sell its assets in Chapter 11.

                        About GMX Resources

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

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

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

GMX Resources filed a Chapter 11 petition in its hometown (Bankr.
W.D. Okla. Case No. 13-bk-11456) on April 1, 2013, so secured
lenders can buy the business in exchange for $324.3 million in
first-lien notes.

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


GRAYMARK HEALTHCARE: Amends Purchase Agreement with Foundation
--------------------------------------------------------------
Graymark Healthcare, Inc., and its wholly owned subsidiary, TSH
Acquisition, LLC, entered into an Amended and Restated Membership
Interest Purchase Agreement with Foundation Healthcare Affiliates,
LLC ("Seller") pursuant to which Graymark and Acquisition Sub will
acquire from Seller all of the outstanding membership interests of
Foundation Surgery Affiliates, LLC, and Foundation Surgical
Hospital Affiliates, LLC, as well as assets of the Seller related
to the businesses of the Companies.  Foundation has equity
interests in and manages outpatient surgery centers and surgical
hospitals in seven states.

In consideration for the Acquisition, Graymark will issue to
Seller at closing 98,500,000 shares of its Common Stock and assume
certain liabilities and obligations of the Seller.  The parties
expect to complete the closing of the transactions contemplated by
the Amended Purchase Agreement by April 30, 2013.

Amended Purchase Agreement

Pursuant to the Amended Purchase Agreement and subject to the
terms and conditions, at the closing Seller will assign all of the
membership interests in the Companies to Acquisition Sub in
exchange for the Consideration.  The Amended Purchase Agreement
contains customary representations, warranties and covenants of
Seller including not to engage in certain significant actions
prior to closing without the prior written consent of Graymark.
The Seller has agreed to indemnify the Company for losses
resulting from breaches of their representations, warranties and
covenants in the Amended Purchase Agreement.  These
indemnification obligations are in certain cases limited to claims
that in the aggregate exceed a $50,000 "deductible" amount such
that claims for indemnification may not be made until the losses
equal or exceed that amount.

Simultaneously with the closing of the transactions contemplated
by the Agreement, Graymark will increase the size of its Board of
Directors to seven members and intends to appoint Thomas Michaud,
Chief Executive Officer of Seller effective upon the closing.

The closing of the Acquisition is subject to various conditions,
including the receipt of consents from third parties and
regulatory clearances.  These conditions include the consent of
each of Graymark's secured lender, Arvest Bank, the secured lender
to the Seller and certain preferred members of subsidiaries of the
Companies.  The Amended Purchase Agreement may be terminated at
any time prior to closing (i) by mutual consent of Graymark and
Seller; (ii) by either Graymark or Seller if the closing of the
transaction has not closed by April 30, 2013; or (iii) by either
party if the other party is in breach of the Amended Purchase
Agreement and the breach is not cured after notice and causes a
condition to completion of the transaction to fail.

Currently, certain preferred members of subsidiaries of the
Companies have, according to the terms of their interests, the
right to receive a preferential return and the return of their
original capital on a set schedule.  As part of the transactions
contemplated by the Amended Purchase Agreement, Graymark and the
Seller are working with the preferred members to refinance their
investment by privately raising funds.  This refinance is expected
to be completed during the second and third quarters of 2013.
Graymark expects to issue restricted shares of its common stock to
the new investors as part of the refinance.  In addition, since
the Company expects that the refinance will happen at a discount,
Graymark expects to issue warrants to the existing preferred
members covering Graymark common stock.  There is no assurance
that the refinance will be completed on a timely basis or at all.
As part of a successful refinancing transaction, the Company
expects to receive the consent of the preferred members to the
consummation of the Foundation transaction.

The Company has requested, and Mr. Roy T. Oliver has indicated,
that he would likely convert the promissory notes that he holds,
into Graymark common stock, at the time of the consummation of the
Foundation transaction.  This would include notes issued to Mr.
Oliver in amounts equal to the payments he made to Arvest Bank on
Graymark's behalf in August and December 2012, March 2013 and any
additional notes issued to Mr. Oliver prior to closing of the
Foundation transaction.  Mr. Oliver is not obligated to make any
future payments to Arvest Bank on the Company's behalf or convert
any current or future notes.

Ancillary Agreements

Graymark and Seller will also enter into a number of additional
ancillary agreements at closing.  Graymark anticipates that it may
also enter into employment agreements with certain employees of
Seller at or following the closing.

A copy of the Amended Purchase Agreement is available at:

                         http://is.gd/213FpY

                      About Graymark Healthcare

Graymark Healthcare, Inc., headquartered in Oklahoma City, Okla.,
provides care management solutions to the sleep disorder market.
As of June 30, 2012, the Company operated 107 sleep diagnostic and
therapy centers in 10 states.

The Company's balance sheet at Sept. 30, 2012, showed $19.68
million in total assets, $24.29 million in total liabilities and a
$4.60 million total deficit.

As of Sept. 30, 2012, the Company had an accumulated deficit of
approximately $44.5 million and reported a net loss of
approximately $9.4 million for the nine months then ending.  In
addition, the Company used approximately $3.7 million in cash from
operating activities from continuing operations during the nine
months ending Sept. 30, 2012.  In August 2012, the Company
executed a definitive agreement to purchase Foundation Surgery
Affiliates, LLC and Foundation Surgical Hospital Affiliates, LLC,
for 35 million shares of the Company's common stock and a warrant
for the purchase of 4 million shares of the Company's common stock
at an exercise price of $1.50 (assuming conversion of the
preferred stock which was to be issued at closing).  The
Foundation acquisition has not closed and management does not
believe that it will close in its current form due to certain
external factors including the inability to obtain the consent of
certain preferred interest holders of certain subsidiaries of
Foundation.  Management is working on an alternative structure for
the Foundation transaction, but there is no assurance that the
Foundation acquisition will be closed.

On Nov. 12, 2012, the Company executed a subscription agreement
with Graymark Investments, LLC, in which OHP agreed to purchase
1,444,445 shares of the Company's common stock for $650,000 ($0.45
per share).  The proceeds from OHP were received on Nov. 13, and
will be used to fund the operations of the Company.  Including the
stock proceeds from OHP, management estimates that the Company has
enough cash to operate through Dec. 31, 2012.

Management also plans on raising equity capital or issuing
additional debt in the near term to meet the Company's additional
cash needs in 2013.  In addition, management has initiated a cost
reduction plan that is estimated will save the Company in excess
of $2 million in 2013.  The cost reduction plan includes a
reduction in the labor force and general corporate expenses as
well as process improvements that will result in lower bad debt
expense. During the fourth quarter of 2012, management also
anticipates developing a plan to close certain non-profitable lab
locations.

Historically, management has been able to raise the capital
necessary to fund the operation and growth of the Company, but
there is no assurance that the Company will be successful in
raising the necessary capital to fund the Company's operations.
"These uncertainties raise substantial doubt regarding the
Company's ability to continue as a going concern," the Company
said in regulatory filings.


GSC GROUP: Kaye Scholer Threatened with Trial in Ethics Row
-----------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that the U.S.
Trustee's Office upped the ante Monday on proposed settlements
with law firm Kaye Scholer LLP and consulting firm Capstone
Advisory Group LLC, threatening to take the firms to trial if they
don't agree to handle future cases differently after their alleged
ethical violations related to the GSC Group Inc. Chapter 11 case.

According to the report, U.S. Trustee Tracy H. Davis wants Kaye
Scholer and Capstone to hire independent policy and procedures
experts to review all of their retention applications in future
bankruptcy cases.

                         About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- was a private equity firm that specialized
in mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010, estimating
assets at $1 million to $10 million and debts at $100 million
to $500 million as of the Chapter 11 filing.

Effective Jan. 7, 2011, James L. Garrity Jr., was named Chapter 11
trustee for the Debtors.  The Chapter 11 trustee completed the
sale of business in July 2011 and filed a liquidating Chapter 11
plan and explanatory disclosure statement in late August.  The
bankruptcy court authorized the trustee to sell the business to
Black Diamond Capital Finance LLC, as agent for the secured
lenders.  Proceeds were used to pay secured claims.  The price
paid by the lenders' agent was designed for full payment on
$256.8 million in secured claims, with $18.6 million cash left
over.  Black Diamond bought most assets with a $224 million credit
bid, a $6.7 million note, $5 million cash, and debt assumption.  A
minority group of secured lenders filed an appeal from the order
allowing the sale.  Through a suit in state court, the minority
lenders failed to halt Black Diamond from completing the sale.

The Chapter 11 Trustee and Black Diamond filed rival repayment
plans for GSC Group.  The Chapter 11 trustee reached a handshake
deal on Dec. 13, 2011, ending the dispute with Black
Diamond that delayed a $235 million asset sale.

Michael B. Solow, Esq., at Kaye Scholer LLP, served as the
Debtor's bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, was
the Debtor's notice and claims agent.  Capstone Advisory Group LLC
served as the Debtor's financial advisor.

The Chapter 11 trustee tapped Shearman & Sterling LLP as his
counsel, and Togut, Segal & Segal LLP as his conflicts counsel.

Black Diamond Capital Management, LLC, is represented by attorneys
at Latham & Watkins and Kirkland & Ellis LLP.


HAMPTON CAPITAL: Gordon, Hampton Bid to Auction Equipment
---------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports Gordon
Brothers Commercial and Industrial LLC and Counsel RB Capital LLC
have agreed to pay $5.075 million for all of North Carolina carpet
maker Hampton Capital Partners LLC's equipment, subject to higher
bids at auction.

                  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.


HANDY HARDWARE: Creditors Balk at Chapter 11 Exit Plan
------------------------------------------------------
Yogita Patel at Dow Jones' DBR Small Cap reports Handy Hardware
Wholesale Inc. is facing opposition to its reorganization plan
from creditors, who are claiming that the company, a consortium of
mom-and-pop hardware retailers, failed to provide adequate
information and might run afoul of legal requirements.

As reported in the April 9, 2013 edition of the TCR, the
confirmation hearing is currently scheduled to commence on May 13,
2013, at 10:30 a.m.  The Plan objection deadline is 4:00 p.m. on
May 10,
2013.

The Plan contemplates:

1) Payment in full, in Cash, of the Class 1 Claim of Wells Fargo,
National Association.

2) (i) Capital One, National Association, votes to accept the
Plan, it will receive on the Effective Date, in full satisfaction
of its Allowed Secured Claim and in partial consideration for the
release of its lien on the Houston Facility and the Retained
Capital One Equipment:
   (a) with respect to the Meridian Facility, a deed in lieu of
       foreclosure including a transfer of the Meridian Facility
       and all improvements thereto, in form and substance
       mutually satisfactory to the Debtor and Capital One, and a
       bill of sale respecting any Abandoned Capital One
       Equipment;

   (b) an assignment of the Site Lease pursuant to Section 365 of
       the Bankruptcy Code;

   (c) a deed in lieu of foreclosure of the Houston Facility and
       of all improvements thereto, in form and substance mutually
       satisfactory to the Debtor and Capital One;

   (d) the rights and benefits to be provided pursuant to the
       Houston Facility Lease;

   (e) except as provided herein, Capital One will release all of
       its liens on the Debtor's assets (including, but not
       limited to, its second-priority security interest in the
       ?Wells Fargo First Lien Collateral?, as defined in the
       Final Financing Order and its first-priority security
       interests in the Retained Capital One Equipment and other
       assets located at the Houston Facility); and

   (f) in connection with this option, Capital One will be
       required to deliver to Wells Fargo (i) an executed and
       acknowledged landlord's waiver and access agreement in form
       and substance acceptable to Wells Fargo with respect to the
       Houston Facility, and (ii) an executed and acknowledged
       Collateral Assignment of Lease with respect to the Houston
       Facility Lease, consenting to the assignment to Wells Fargo
       of such lease by the Debtor as collateral for the Wells
       Fargo Exit Facility; or

   (ii) if Capital One votes to reject the Plan, Capital One will
receive on the Effective Date or as soon thereafter as
practicable, and will be treated as follows, in full and final
satisfaction of the Capital One Secured Claim:

   (a) the Restructured Capital One Secured Note (subject to the
       terms and conditions of the Intercreditor Agreement, as
       defined in the Final Financing Order);

   (b) with respect to the Meridian Facility, a deed in lieu of
       foreclosure including a transfer of all Improvements to the
       Meridian Facility, in form and substance mutually
       satisfactory to the Debtor and Capital One and a bill of
       sale respecting any Abandoned Capital One Equipment; and

   (c) an assignment of the Site Lease pursuant to Section 365 of
       the Bankruptcy Code; or

   (iii) in the event Capital One timely elects to have the
Capital One Claim treated pursuant to Section 1111(b) of the
Bankruptcy Code, Capital One will receive, in full and final
satisfaction of the Capital One Claim:

   (a) the Alternative Restructured Capital One Secured Note
       (subject to the terms and conditions of the Intercreditor
       Agreement, as defined in the Final Financing Order);

   (b) with respect to the Meridian Facility, a deed in lieu of
       foreclosure including a transfer of the Meridian Facility
       and of all Improvements thereto, in form and substance
       mutually satisfactory to the Debtor and Capital One and a
       bill of sale respecting any Abandoned Capital One
       Equipment; and

   (c) an assignment of the Site Lease pursuant to Section 365 of
       the Bankruptcy Code.

3) Payment of the Class 7 Allowed General Unsecured Claims by
receipt of: (i) the Avoidance Action Release, and (ii) their Pro
Rata share of the Net Cash Flow Available to Creditors each
quarter following the Effective Date for a 3-year period
commencing on the first day following the last Business Day of the
first full quarter following the Effective Date (and continuing on
the first day following each calendar quarter).

4) Cancellation of all Class 9 Equity Interests.

5) No distribution to Class 10 Allowed Section 510(b) Claims.

6) On the Effective Date, the Wells Fargo Secured Claim/DIP
Facility Claim will be refinanced through an Exit Facility
contemplated to be provided by Wells Fargo.  The Exit Facility
would be a secured revolving credit facility in the amount of
approximately $30 million, secured by a first priority lien on and
security interest in all of the Reorganized Debtor's assets.

A copy of the disclosure statement is available at:

         http://bankrupt.com/misc/handyhardware.doc244.pdf

                     About Handy Hardware

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

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

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

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


HARLAND CLARKE: Moody's Rates Proposed $750-Mil. Term Loan 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Harland Clarke
Holdings Corp.'s proposed $750 million new B3 term loan which
extends the maturity of the remaining portion of its 2014 term
loan to May 2018. The B2 Corporate Family Rating (CFR) is
unchanged as is the Probability of Default Rating (PDR) of B2-PD.
Both the Extended term loan and the senior secured note ratings
were unchanged at B1 while the floating rate notes due 2015 ($204
million outstanding) and 9.5% senior notes due 2015 ($271 million
outstanding) were also unchanged with a facility rating of Caa1.
The outlook remains Stable.

The new B3 term loan is expected to mature after the Extended term
loan which is due in June 2017, but before the Senior Secured
notes which are due in August 2018. Both term loans are expected
to have a springing maturity date if the notes that mature in May
2015 are not refinanced 90 days prior to maturity. The Extended
and new B3 term loans are anticipated to be covenant lite with
similar credit terms, although the new B3 term loan will have a 1%
annual amortization payment instead of the 10% amortization for
the Extended term loan. The proceeds of the new term loan will be
used to refinance the $727 million Non-Extended term loan that
matures in 2014 and pay fees and expenses related to the
transaction.

Summary of the company's ratings actions:

Issuer: Harland Clarke Holdings Corp.

New B3 Term Loan due 2018, assigned B1 (LGD-3, 39%)

Corporate Family Rating, unchanged at B2

Probability of Default Rating, unchanged at B2-PD

Extended Term Loan due 2017, unchanged at B1 (LGD-3, 39%)

$235 million Senior Secured Note due 2018, unchanged at B1 (LGD-3,
39%)

Gtd. Floating Rate Senior Notes due 2015 ($207 million
outstanding), unchanged at Caa1 (LGD-6, 90%)

9.5% Gtd. Global Notes due 2015 ($271 million outstanding),
unchanged at Caa1 (LGD-6, 90%)

Non-Extended Term Loan due 2014, unchanged at B1 (LGD-3, 39%) to
be withdrawn upon closing of the transaction

Outlook, Remains Stable

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

Ratings Rationale:

Harland Clarke's B2 Corporate Family Rating reflects Moody's
ongoing concern that the secular decline in check writing will
continue due to new and evolving payment alternatives. The ratings
also reflect the company's relatively high leverage of 5.1x as of
yearend 2012 (including Moody's standard adjustments), weakness in
its Scantron segment due to the maturity of its form products and
weak results from its GlobalScholar and Spectrum K12 businesses,
as well as the history of sponsor friendly and related party
transactions. Harland Clarke has a good track record of mitigating
volume declines with price increases and costs savings, but
Moody's remains concerned these efforts will not be sufficient to
prevent top line erosion by reduced check-related revenues. The
company has made several acquisitions over the years to diversify
away from its core check printing business including the
GlobalScholar and Spectrum K12 acquisitions in 2011 and 2010 as
well as the March 2012 acquisition of New Faneuil, Inc. that was
owned by Ronald Perelman which also owns parent company MacAndrews
& Forbes Holdings Inc. The ratings are supported by the company's
good cash flow generation from its portfolio of businesses,
relatively high EBITDA margins, the strength of its Harland
Financial Solutions segment, and the 10% debt amortization
requirement on the Extended term loan that accelerates debt
repayment.

Harland Clarke is expected to have good liquidity as indicated by
its SGL-2 rating due to strong free cash flow, despite higher
interest expense from the transaction and required debt
amortization payments on the Extended term loan. The cash balance
pro-forma for the transaction is expected to be $82 million. In
February 2013, Harland refinanced its revolving credit facility
with a new $80 million ABL facility (not rated) that matures in
February 2018, but has a springing maturity if the secured or
unsecured debt that matures ahead of it is not refinanced 91 days
prior to maturity. The borrowing base of the ABL facility, based
on 2012 year end balances, was $56.7 million. Harland has the
ability to issue an additional $250 million of incremental terms
loans as part of the credit agreement. $476 million in subordinate
debt comes due in May 2015.

The stable outlook reflects Moody's expectation that Harland
Clarke will continue to generate good cash flow over the next 12 -
18 months, seek to reinvest cash through acquisitions and
investments, and utilize excess cash to fund required term loan
amortization or potential modest distributions to M&F. Moody's
also expects total leverage will remain at approximately 5x in
2013 aided by required debt repayments.

Ratings are unlikely to be upgraded in the near term until organic
revenue and EBITDA trends turn positive on a consistent basis, the
company demonstrates further diversification away from its
traditional check printing business, and leverage declines below
4.25x on a sustained basis with all near term maturities
addressed.

Ratings could be lowered if results suffer from accelerated
deterioration in price or volume in its check business, a loss of
market share, acquisitions, or distributions to the parent company
that result in debt-to-EBITDA increasing above 5.75x.
Deterioration in liquidity could also lead to a downgrade.

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.

Harland Clarke Holdings Corp., headquartered in San Antonio, TX,
is a provider of (a) check and check-related products, direct
marketing services and customized business and home office
products to financial services, retail and software providers as
well as consumers and small business (69% of total FY2012
revenue), (b) software and related services to financial
institutions (15% of total revenue) through its Harland Financial
Solutions segment, (c) data collection, testing products, scanning
equipment and tracking services to educational, commercial,
healthcare and government entities through its Scantron segment
(7% of total revenue), and (d) business process outsourcing
including call centers and toll service operations at its Faneuil
division (9%). M&F Worldwide Corp. ("M&F") acquired check and
related product provider Clarke American Corp. ("Clarke American")
in December 2005 for $800 million and subsequently acquired the
John H. Harland Company ("Harland") in May 2007 for $1.4 billion.
M&F merged Clarke American and Harland to form Harland Clarke.
Annual revenues totaled $1.7 billion through December 2012. M&F's
remaining publicly traded shares were acquired by portfolio
company, MacAndrews & Forbes Holdings Inc. on December 21, 2011.


HARLAND CLARKE: S&P Assigns 'B+' Rating to $750MM Loan Due 2018
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its 'B+' corporate
credit rating outlook on Harland Clarke Holdings to stable from
negative.

At the same time, S&P assigned the company's proposed $750 million
term loan due 2018 an issue-level rating of 'B+' (at the same
level as the 'B+' corporate credit rating) with a recovery rating
of '3', indicating S&P's expectation of meaningful (50%-70%)
recovery for lenders in the event of a payment default.

The rating outlook revision to stable reflects S&P's expectation
that EBITDA will increase in 2013, leverage will decline to and
remain below 5x in part because of mandatory loan amortization,
and the company will refinance its 2015 maturities in a timely
manner.

The 'B+' corporate credit rating on Harland Clarke Holdings Corp.
(HCHC) reflects S&P's expectation that leverage will decline over
the next few years, but still remain high; that check usage will
continue to decline at a mid-single-digit percentage rate; and
that the financial policy of HCHC's parent, private-equity
investor M&F Worldwide Corp. (MFW), will remain aggressive. HCHC's
financial policy and that of MFW, combined with HCHC's high
leverage, are the principal reasons we consider its financial risk
profile "aggressive."  HCHC's business risk profile is "weak," in
S&P's opinion, based on its exposure to a secular shift from
printed check usage to alternative forms of payment.  S&P believes
these dynamics will result in continued pressure on cash flow
generation.  S&P views the company's management and governance as
"fair," despite the company's high leverage, history of dividends,
and its sponsor's practice of moving assets between entities.

HCHC is one of the two largest U.S. check printers, and derives a
significant portion of its revenue from checks and related
products.  However, in recent years, the number of checks
consumers and businesses write has declined steadily with the
shift to other forms of payment (e.g., debit cards, direct
deposit, and online payments).  Partially offsetting this risk is
HCHC's increased diversification into profitable businesses that
are not facing secular pressures.  HCHC's financial software
business, Harland Financial Solutions (HFS), has a good operating
income margin.  S&P believes revenue in this segment will grow at
a high-single-digit percentage rate in 2013, but contribute less
than 20% of total revenue.

The stable outlook reflects S&P's expectation that HCHC will be
able to refinance its 2015 maturities and will reduce leverage
under 5x over the intermediate term.  A key assumption is only
modest declines in check-printing revenues.

S&P could lower its rating if unfavorable secular trends affecting
check use or underperformance in the Scantron segment or both lead
to revenue and EBITDA declining and leverage rising and remaining
above 5x.  Additionally, S&P could lower its rating if HCHC does
not make progress refinancing its 2015 maturities in the second
half of 2013 or if S&P become convinced that cash flow and
interest coverage will materially decline as a result of a
refinancing of these maturities at higher rates.

Although unlikely, based on S&P's view of the business, it could
raise the rating if HCHC refinances its debt maturities without
meaningfully affecting cash flow and convincingly establishes a
more conservative financial policy.


HAWAII OUTDOOR: Has Court OK to Use Cash Collateral Until April 29
------------------------------------------------------------------
The Hon. Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii has granted Hawaii Outdoor Tours, Inc.,
authorization to use cash collateral until April 29, 2013.

The Debtor will use cash collateral to pay only the ordinary and
reasonable expenses of operating the Debtor's businesses which are
necessary to avoid immediate and irreparable harm including,
without limitation, the quarterly fees payable to the U.S.
Trustee, as they become due in the ordinary course.  A copy of the
budget is available for free at: http://is.gd/I5ZV0R

First-Citizens Bank holds a first priority security interest in
all property of the Debtor, including cash collateral, as security
for a loan in the principal amount of approximately $9,736,403.67,
together with interest and other fees under the Secured Loan
Agreements.

As adequate protection, the Debtor will make a post-petition
payment of $55,000 to First-Citizens Bank by the 20th day of each
month, starting on April 20, 2013.  The Debtor will also grant
First-Citizens Bank a valid, perfected and enforceable first
priority and senior replacement lien and security interest in all
of the Borrower Accounts created from and after the Petition Date
and all of the Debtor's right, title and interest in, to and under
the Pre-Petition Collateral.

The State of Hawaii Department of Taxation claims junior lien
interests in the assets of the Debtor as security for a tax claim
in the amount of $473,536 as of the Petition Date.  The Debtor
will grant the Department a valid, perfected and enforceable a
second priority replacement lien and security interest, junior to
the Senior Replacement Lien of First-Citizens Bank in all of the
Borrower Accounts created from and after the Petition Date and all
of the Debtor's right, title and interest in, to and under the
Pre-Petition Collateral.

The Debtor and the Committee of Unsecured Creditors acknowledge
and reaffirm the validity of the Super-Priority Claim allowed and
authorized by the court in favor of First-Citizens Bank
in the principal amount of $262,000 plus interest accruing at
6.50% per annum from and after Dec. 27, 2012.

The final hearing or additional interim hearing on the Cash
Collateral motion is scheduled for April 29, 2013, at 9:30 a.m.

                    About Hawaii Outdoor Tours

Hawaii Outdoor Tours, Inc., operator of the Niloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Niloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortal alone was valued in excess of $35
million by First Regional's appraiser and the insurance company.

Bankruptcy Judge Robert J. Faris oversees the case.  Wagner Choi &
Verbrugge acts as bankruptcy counsel.

In its schedules, the Debtor dislcosed $52,492,891 in assets and
$11,756,697 in liabilities.  The petition was signed by CEO
Kenneth Fujiyama.

Ted N. Petitt, Esq., represents Secured Creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.


HDD ROTARY: Court Rules on Bid for Summary Judgment in Advent Suit
------------------------------------------------------------------
Bankruptcy Judge Marvin Isgur granted, in part, and denied, in
part, the plaintiff's motion for summary judgment in the adversary
complaint styled as ROBERT OGLE Plaintiff(s) v. ADVENT, INC.
Defendant(s), Adv. Proc. No. 12-03269 (Bankr. S.D. Tex.).

The complaint is a post-confirmation action brought by Robert
Ogle, as plan agent for HDD Rotary Sales, LLC, to avoid certain
pre-bankruptcy transfers to Advent as preferential transfers under
11 U.S.C. Sec. 547.

In July 2010, Advent sued HDD Rotary in state court to recover
amounts related to goods and services it provided to the Debtor
from October 2009 through May 2010.  An agreed final judgment
between the parties was entered in April 2011 for $507,000, plus
court costs and post-judgment interest.  HDD paid Advent $30,000
on July 21, 2011, and $50,000 on August 26, 2011.  These dates are
within the 90-day preference period, as HDD filed bankruptcy on
Sept. 23, 2011.

Mr. Ogle now moved for summary judgment on the remaining issues.

Judge Isgur opined that Ogle's motion for summary judgment may not
be granted in full, and thus a trial will be held, because there
is a genuine issue of material fact as to HDD's insolvency at the
time of the transfers.  Specifically, there is some evidence that
buyers were willing, at various times before the filing of the
petition, to pay more for HDD's assets than the remaining
outstanding liabilities, the judge noted.  "This is some evidence
that the company was solvent when the transfers were made," the
judge stated.

The trial will be solely on the issue of insolvency because
Advent's remaining affirmative defenses are rejected, Judge Isgur
said.

Moreover, the Court rejects Advent's 'ordinary course' defense in
full.  Judge Isgur noted that Advent characterizes the history of
its business relationship with HDD as rocky, with payments made
sporadically, usually late, and only after hounding by Advent for
the payment.  However, the judge pointed out, Advent glides over
the fact that, in addition to being made irregularly, these
payments resulted from a lawsuit against HDD to recover the
amounts owed and the entry of an agreed judgment.  "Payments made
in this manner are certainly not made according to ordinary
business terms," the judge opined.

A copy of Judge Isgur's April 1, 2013 is available at
http://is.gd/IAqKjZfrom Leagle.com.

                         About HDD Rotary

HDD Rotary Sales LLC sold, serviced and supported drill pipe and
drill stem components -- from the top drive sub down to the drill
bit.  HDD Rotary developed its own proprietary connection and
patent pending PTECH+ technology.

HDD Rotary filed a Chapter 11 petition (Bankr. S.D. Tex. Case No.
11-38053) on Sept. 23, 2011, in Houston.  Leonard H. Simon, Esq.,
at Pendergraft & Simon LLP, in Houston, Texas, served as counsel
to the Debtor.  The Debtor posted $9,000,000 in assets and
$9,000,000 in liabilities in its schedules.  Gary Haub, managing
member, signed the petition.

HDD's assets were sold to Redneck Pipe Rentals, Inc.  The Court
confirmed HDD Rotary's Chapter 11 plan on Dec. 22, 2011.  The
confirmed plan in the case allowed for the selection of an agent
to effectively implement the plan.  Examples of the Plan Agent's
powers and responsibilities include the ability to prosecute
avoidance actions and claim objections.  Robert Ogle was
eventually selected as Plan Agent.


HILLTOP FARMS: Has Until May 2 to File Chapter 11 Plan
------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Dakota
extended Hilltop Farms, LLC's exclusive periods to file a proposed
chapter 11 plan until May 2, 2013, and solicit acceptances for
that plan until July 1, 2013, respectively.

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

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


HOWREY LLP: Tussles with Firms on "Unfinished Business" Claims
--------------------------------------------------------------
Catherine Ho, writing for The Washington Post, reported that two
years into Chapter 11 proceedings, the trustee for Howrey -- the
Washington law firm that dissolved and entered bankruptcy in 2011
-- has reached a settlement with one of Howrey's insurance
carriers, and is continuing to negotiate with 50 other law firms
in an effort to recover millions of dollars to repay Howrey
creditors.

The Post report said Houston attorney Allan Diamond, whose role as
trustee is to recover as much money as possible for the firm's
creditors, filed papers with the bankruptcy court Friday seeking
approval for a settlement he has reached with the Attorneys'
Liability Assurance Society, better known as ALAS, which provides
malpractice insurance for Howrey.  The agreement would funnel a
minimum of about $5.2 million and up to $7.6 million to the Howrey
estate.

The Post related that Diamond also filed lawsuits against seven
law firms over so-called "unfinished business claims." Those
claims involve ex-Howrey lawyers who left the firm in the wake of
its 2011 demise, and continued to earn fees on cases that
originated at Howrey -- raising the question of whether those fees
should go toward repaying Howrey's creditors, or stay with the new
law firms.

The suits were filed in U.S. Bankruptcy Court in San Francisco
against Haynes and Boone; Neal, Gerber & Eisenberg; Kasowitz
Benson Torres & Friedman; Hunton & Williams; Venable; Sheppard &
Mullin; and Levenfeld Pearlstein, according to the Post report.
Those add to the batch of suits Diamond filed last month against
Dorsey & Whitney; Kilpatrick Townsend & Stockton; Ropes & Gray;
Shearman & Sterling; Ralls & Niece; and Davidson Law Group.
Diamond said he plans to file more such lawsuits soon.

The Post said Diamond has already reached such agreements with
Holland & Knight and Fenwick & West that will bring at least
$41,000 to the Howrey estate, according to papers filed with the
bankruptcy court in late March.  Holland & Knight, where former
Howrey partner Jerrold Ganzfried now works, has agreed to pay
Diamond $26,197 and an additional 11 percent of future earnings
through March 2014 on an ongoing matter that carried over from
Ganzfried's time at Howrey.  Fenwick & West, where former Howrey
partner Teresa Corbin now works, has agreed to pay Diamond $15,000
to resolve the claims.

                         About Howrey LLP

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

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

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

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

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

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


HOWREY LLP: Creditor Can't Target Equity Holders in Class Action
----------------------------------------------------------------
Kurt Orzeck of BankruptcyLaw360 reported that a California
bankruptcy judge ruled Monday that a Howrey LLP unsecured creditor
cannot bring a class action in federal court to try to hold the
firm's former equity security holders accountable for its
downfall.

The report related that denying Howrey Claims LLC's motion, the
judge said the creditor hadn't established cause to modify the
automatic stay protecting Howrey from litigation while the firm is
in bankruptcy, and hadn't established just cause for relief.

The ruling is a setback for the creditor, according to BLaw360.

                         About Howrey LLP

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

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

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

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

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

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


HOWREY LLP: Trustee Targets Haynes, Hunton in Latest Suits
----------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Howrey LLP's
liquidation trustee on Friday sued seven more law firms that hired
the defunct firm's partners, including Hunton & Williams LLP and
Haynes and Boone LLP, in an effort to collect profits they made
from former Howrey client matters.

The report related that Allan B. Diamond of Diamond McCarthy LLP
recently launched his campaign against onetime partners and the
firms for which they left Howrey, claiming the profits they
obtained from completing client matters that began at Howrey
belong to the firm's estate.

                         About Howrey LLP

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

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

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

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

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

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


IDO SECURITY: Delays Form 10-K for 2012, Audit Ongoing
------------------------------------------------------
IDO Security Inc.'s annual report on Form 10-K for the fiscal year
ended Dec. 31, 2012, was not filed by the prescribed due date of
April 1, 2013, because the Company had not yet finalized its
treatment and disclosure of certain material events that occurred
during the fourth quarter and fiscal year 2012.  As a result, the
audit of the Company's 2012 financial statements is ongoing.
Accordingly, the Company is unable to file that report within the
prescribed time period without unreasonable effort or expense.
The Company anticipates that the subject annual report will be
filed on or before April 16, 2013.

For the year ended Dec. 31, 2011, the Company had revenues of
$203,000 and a net loss of $6 million.  For the year ended
Dec. 31, 2012, the Company currently estimates that it had
revenues of approximately $325,000 and a net loss of approximately
$3.5 million.  Results for the 2012 fiscal year remain subject to
further adjustment.

The increase in revenues during the 2012 period as compared to the
2011 period is primarily attributable to the increase in the
number of MagShoeTM devices delivered to customers.  The net loss
for the 2012 period includes the loss attributable to the judgment
awarded in November 2012 against the Company's wholly owned
subsidiary in the approximate amount of $500,000 and the gain on
the extinguishment of debt in the approximate amount of $2.9
million that occurred in the first fiscal quarter of 2012.

                         About IDO Security

IDO Security Inc. is engaged in the design, development and
marketing of devices for the homeland security and loss prevention
markets that are intended for use in security screening procedures
to detect metallic objects concealed on or in footwear, ankles and
feet through the use of electro-magnetic fields.  The Company's
common stock trades on the OTC Bulletin Board under the symbol
IDOI.  The Company is headquartered in New York City.

The Company reported a net loss of $7.36 million in 2011, compared
with a net loss of $7.77 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.53
million in total assets, $21.73 million in total liabilities and a
$20.19 million total stockholders' deficiency.

"At September 30, 2012, the Company had not achieved profitable
operations, had accumulated losses of $46.2 million (since
inception), a working capital deficiency of $18.9 million and
expects to incur further losses in the development of its
business.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern."

                         Bankruptcy Warning

The Company said in its 2011 annual report that under the terms
of the agreements with the holders of the Company's secured
promissory notes that the Company issued in December 2007 through
December 2011, the note holders have a first priority lien on
substantially all of the Company's assets, including the Company's
cash balances.  If the Company defaults under the notes, the note
holders would be entitled to, among other things, foreclose on the
Company's assets (whether inside or outside a bankruptcy
proceeding) in order to satisfy the Company's obligations under
the credit facility.


IMMUNOLOGY PARTNERS: Court Won't Enforce Paradis Accord
-------------------------------------------------------
Bankruptcy Judge Brendan Linehan Shannon denied the request of
Dr. Norman Paradis to enforce an alleged settlement agreement
between Dr. Paradis and Immunology Partners Inc.  The effect of
enforcing the agreement described in the parties' Memorandum of
Understanding would be to give Dr. Paradis an allowed unsecured
claim in the amount of $625,000 against Immunology.

Immunology objected, arguing that the parties' Memorandum of
Understanding was never finalized and thus never became a binding
and enforceable agreement between the parties.

In his April 3, 2013 Opinion available at http://is.gd/1gAwVEfrom
Leagle.com, the Court finds that under Maryland law, the parties
did not intend to be bound by the MOU and never completed the
process of entering into a binding, enforceable contract.
Therefore, Dr. Paradis's Motion will be denied.

On Nov. 26, 2007, Immunology, a biotechnology company based in
Columbia, Maryland, hired Dr. Paradis to serve as Vice President
of Clinical Affairs and Chief Medical Officer.  However, the
parties' relationship quickly soured.  Immunology says it
attempted to negotiate a separation agreement with Dr. Paradis, to
no avail.  So, on Aug. 20, 2008, Immunology fired him.

Following his termination, Dr. Paradis prepared a lawsuit against
Immunology for, among other claims, fraudulent recruitment and
wrongful termination. Instead of litigating, the parties agreed to
attempt first to mediate their dispute. Immunology contends that
it insisted that the mediation address all of Dr. Paradis's
potential claims; it did not want to negotiate piecemeal.

The first mediation session occurred on January 16, 2011. It was
unsuccessful. The main sticking point was whether Dr. Paradis had
commenced a False Claims Act action against Immunology and the
consequences of such an action if filed.  Immunology's concerns
regarding a potential FCA Action stemmed from allegations Dr.
Paradis had raised regarding possible off-label marketing by
Immunology.  If Dr. Paradis filed an FCA Action, Immunology wanted
to obtain the broadest release permissible under law. But,
constrained by applicable law that mandates confidentiality
regarding pending matters under the False Claims Act, Dr. Paradis
never disclosed whether he had filed an FCA Action.

On June 16, 2011, the parties met for a second try at mediation.
This session lasted 12 hours and was largely successful. The
parties spent most of the time negotiating a financial settlement,
with Immunology agreeing to pay Dr. Paradis $625,000 to obtain a
general release of all of his claims.

The parties signed the MOU reflecting the terms of the parties'
agreement.  The MOU contained language that the parties "agree to
execute a Settlement Agreement and General Release to effectuate
such agreement."

Notwithstanding consensus on the amount of the claim, certain
matters remained open for further discussion and negotiation.
Specifically, Section 5 of the MOU, entitled "Potential Qui Tam
Actions," consisted of just three words: "To be negotiated."
The parties negotiated for three months after signing the MOU,
attempting to resolve issues surrounding potential qui tam
actions. The parties exchanged at least five written proposals and
counters.  Additionally, the parties entered into a series of
written tolling agreements, extending the statute of limitations
so they could continue settlement discussions. The parties never
resolved the qui tam issue, notwithstanding continuing discussions
until Sept. 7, 2011.  After that, communications ceased between
the parties until the Debtor commenced bankruptcy proceedings.

Immunology suspected that Dr. Paradis had commenced an action, but
federal law prevented Dr. Paradis from confirming that suspicion
or even discussing it with Immunology.  On Jan. 2, 2013, however,
the United States District Court for the District of Massachusetts
unsealed United States of America, et al. ex rel. Dr. Norman
Paradis v. Cylex, Inc., revealing that Dr. Paradis had indeed
filed a False Claims Act claim against Immunology on Sept. 21,
2010 -- well before the beginning of the mediation process.

Under the FCA, once a claim is made, the United States government
must investigate the claim.  The government investigates the claim
by issuing "civil investigative demands" on "any person [the
government believes] may be in possession, custody, or control of
any documentary material or information relevant to a false claims
law investigation."

After investigating, the government must decide whether to
intervene in the matter.  As a general proposition, if the
government declines to intervene, then a private individual, as a
relator, may bring a variety of claims against federal
contractors.  A private individual's action is called a qui tam
action.  If the relator recovers anything in his qui tam action,
the recovery is split, with the relator keeping up to 30% and the
government receiving the rest.  A relator cannot agree to settle a
qui tam claim, and subsequently dismiss the qui tam action,
without the government's consent.

Immunology alleges that on July 15, 2011, it received demands for
documents and production of records from the government that
mirrored Dr. Paradis's allegations.  Immunology complied with the
government's demands, incurring hundreds of thousands of dollars
in costs and attorneys' fees in the process.  The record reflects
that, after an exhaustive investigation, the government filed its
Notice of Election to Decline Intervention on Dec. 21, 2012.

The record reflects that the cost of complying with the
investigation was a main reason Immunology filed for bankruptcy
protection.  Because the government has declined to intervene in
the matter, Dr. Paradis can still bring his FCA claim as a
relator.  Dr. Paradis's qui tam action is still pending.

The Debtors are represented by Karen B. Skomorucha Owens, Esq. --
KOwens@ashby-geddes.com -- at Ashby & Geddes, P.A.; Guy Brenner,
Esq. -- gbrenner@proskauer.com -- at Proskauer Rose LLP; and
Robert L. Eisenbach, III, Esq., at Cooley LLP,

Thomas G. MaCauley, Esq. -- tm@macdelaw.com -- at Macauley LLC;
and Andrew D. Freeman, Esq. -- adf@browngold.com -- at Brown,
Goldstein & Levy, LLP, argue for Norman Paradis, M.D.

Immunology voluntarily filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case No. 12-13259) on Dec. 3, 2012.


IMPERIAL PETROLEUM: Case Converted to Voluntary Chapter 11
----------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court entered an
order approving the conversion of Imperial Petroleum Recovery's
previous involuntary Chapter 7 proceeding to voluntary status -
and converting the filing to Chapter 11 as a result of the
Company's motion: "Pursuant to 11 U.S.C. Sec. 706(a), Debtor
hereby moves to exercise its right to convert this involuntary
liquidation case to a reorganization case. Wherefore, Debtor prays
that the Court enter an order converting the Debtor's bankruptcy
case to one under chapter 11 of the Bankruptcy Code; and that the
Court grant Debtor such other and further relief to which it may
be entitled, at law or in equity."

Imperial Petroleum Recovery Corp. provides microwave technology to
the petroleum, energy, renewable and companies that provide
environmental services.

An involuntary Chapter 7 petition (Bankr. S.D. Tex. Case No. 13-
30466) was filed against Imperial Petroleum Recovery Corp. on
Jan. 31, 2013.  The petitioning creditors are K.K. & P. K. Family,
L.P., Barry D. Winston, and Gary Emmott.  The petitioning
creditors are represented by:

         John Marek
         JOHN J MAREK ATTORNEY AT LAW
         15851 Dallas Parkway, Suite 600
         Dallas, TX 75001
         Tel: 214-965-9393
         E-mail: jmarek@ktc.com

The Debtor is represented by Leonard H. Simon, Esq., at
Pendergraft & Simon.

According to documents filed with the U.S. Securities and Exchange
Commission, neither has a Chapter 11 trustee been appointed, nor
has a motion to appoint a trustee been filed, the BData report
said.

The Court order converting the case to voluntary Chapter 11 status
explains, "Counsel for the Debtor also made it clear that the
Debtor understood that the Petitioning Creditors, once the case is
converted to a chapter 11, have the right to file their own motion
to convert the case back to chapter 7. Given these
representations, the Court will, therefore, grant the involuntary
petition in this Order, and then enter a second Order immediately
thereafter granting the Motion to Convert," the report cited.


INDIANA BANK: Holding Company Files Ch. 11 to Sell Bank
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Indiana Bank Corp., a bank holding company, filed for
Chapter 11 protection (Bankr. S.D. Ind. Case No. 13-bk-80388) on
April 9, 2013, in Terra Haute, Indiana.

On April 9, the holding company announced that its four-branch
bank subsidiary Bank of Indiana NA will be sold to First Farmers
Bank & Trust.  First Farmers has 24 branches in Illinois and
Indiana.  It will acquire "significant assets" and assume
liability to depositors on their accounts.  The acquisition should
be completed in the third quarter.

Dana, Indiana-based Indiana Bank Corp. estimated assets and debt
both less than $10 million.


INTERSTATE PROPERTIES: Has OK to Use Cash Collateral Until May 28
-----------------------------------------------------------------
The Hon. Margaret H. Murphy of the U.S. Bankruptcy Court for the
Northern District of Georgia has granted Interstate Properties,
LLC, permission to use cash collateral of American National
Insurance Company until May 28, 2013, to operate its business.

ANICO asserts that it holds a valid lien in The Crossings Shopping
Center and all or substantially all of the Debtor's personal
property used in operating of shopping center, to secure a loan
which as of the Petition Date, totals $14.2 million, excluding any
accruing post-petition interest or fees.

As adequate protection, the Debtor will pay ANICO at least
$101,128.41 per month.  ANICO is granted a replacement lien to the
same extent, validity, and priority as its prepetition liens, upon
all post-petition petition property of the Debtor.  ANICO is
granted a super-priority administrative claim to the extent that
the other forms of adequate protection granted are insufficient to
adequately protect ANICO for the Debtor's use of the cash
collateral.

As additional adequte protection of ANICO's interests in the cash
collateral, each month the Debtor will wire to ANICO: (i)
$14,045.78 for property taxes, and (ii) $6,941.67 for insturance
for The Crossings Shopping Center.  The payments will be made on
the 15th day of the month.

A copy of the budget is available for free at: http://is.gd/pvHx6E

ANICO is represented by:

      Sean C. Kulka, Esq.
      171 17th Street NW (Suite 2100)
      Atlanta, Georgia 30363
      Tel: (404) 873-8500
      E-mail: sean.kulka@agg.com

                    About Interstate Properties

Interstate Properties, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ga. Case No. 12-76037) in Atlanta on Oct. 17, 2012.  George
M. Geeslin, Esq., who has an office in Atlanta, Georgia, serves as
the Debtor's bankruptcy counsel.

The Debtor owns and operates, among others, two shopping centers,
one located in Elkview, West Virginia, and one located in Decatur,
Georgia.  In its schedules, as amended, the Debtor disclosed
$73,002,403 in total assets and $62,264,480 in total liabilities.


J.C. PENNEY: Post-Johnson Options Seen to Include Sale
------------------------------------------------------
Matt Townsend & Jeff Green, writing for Bloomberg News, J.C.
Penney Co. (JCP) made a radical break with tradition by hiring
Silicon Valley wunderkind Ron Johnson as chief executive officer.
With Johnson gone, the chain may have to pursue more radical
options, such as selling itself.

After suffering a 25 percent annual sales decline, J.C. Penney
yesterday ousted Johnson, 54, and replaced him with his
predecessor, Myron E. Ullman III, 66, Bloomberg said.  Investors,
who pushed the shares up 13 percent on news that Johnson was out,
abruptly sold after learning Ullman was the new CEO.  J.C. Penney
sank 12 percent to $13.93 at the close in New York for the lowest
price since 2001, Bloomberg related.

According to Bloomberg, Ullman faces several tough choices. He'll
have to decide whether to continue Johnson's strategy of turning
the chain into a collection of boutiques or return to a more
traditional department-store model. Ullman will also have to
consider whether to sell the company or break it up, Dave Larcker,
a corporate governance professor at the Stanford Graduate School
of Business in Stanford, California, told Bloomberg.

"The board is going to have to get much more involved in the
strategy of the company," Larcker further told Bloomberg.  "People
may attack the board, as well, for how this happened. This was a
high- profile hire. For it to unravel this quickly is kind of
terrifying."

                         About J.C. Penney

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

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

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

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

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

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


J.C. PENNEY: Moody's Says CEO Change Raises Uncertainty
-------------------------------------------------------
Moody's reports that department store chain J.C. Penney recently
announced that Mike Ullman has rejoined the company as Chief
Executive Officer effective immediately. He succeeds Ron Johnson
who is stepping down and leaving the company. Mike Ullman was
formerly the CEO of JCP from 2004 to 2011.

Moody's views this announcement as having many credit negative
implications. It adds to the lack of visibility of future
performance and raises Moody's concerns that liquidity may have
contracted in the first quarter more than anticipated. It also
creates a heightened uncertainty around JCP's go forward strategy
(both short and long term). Thus, Moody's believes this
announcement will not solve JCP's near term earnings pressures. In
fact, Moody's is concerned that JCP's return to coupons and a more
promotional selling strategy may negatively impact first and
second quarter operating margins while the company works to
reprice its private label merchandise.

Furthermore, it does raise concerns regarding corporate governance
and how activist shareholders may impact strategy. Moody's has
presumed that Ron Johnson would have been given enough time to
complete the rollout of the home shops before the board of
directors would make any decision regarding his future role. Thus,
the CEO change at this time appears abrupt and is likely a signal
that JCP's performance so far in 2013 is weaker than anticipated.
In addition, JCP's performance under Mike Ullman was lackluster
with JCP generally underperforming its peers.

However, this announcement did not prompt a change to the B3
Corporate Family Rating. Moody's views positively that Mike Ullman
is already familiar with JCP, will provide continuity to a
management team who has undergone numerous significant changes,
and is better than a prolonged empty CEO seat while the board
searches for a replacement. In his prior tenure as CEO he had a
more conservative management approach than that displayed during
Ron Johnson's term. In addition, his relationship with vendors
should provide a calming influence. Under Mike Ullman's
leadership, JCP did launch the first of its two specialty shops,
Sephora and MNG by Mango. The existing B3 Corporate Family Rating
presumes that there will be no material change in the shop
strategy.

JCP's B3 Corporate Family Rating continues to reflect the near
term significant weakness in JCP's operating performance and
credit metrics. The rating is supported by Moody's opinion that
JCP's near term liquidity remains adequate, albeit likely
contracting. The rating also acknowledges the lack of near dated
debt maturities. JCP's nearest debt maturity is not until 2015
when its $200 million 6.875% medium term notes mature.

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

J.C. Penney Company, Inc. is one of the U.S.'s largest department
store operators with about 1,100 locations in the United States
and Puerto Rico. It also operates a website, www.jcp.com. Revenues
are about $13 billion.


LANCELOT INVESTORS: Winston Violated Duties, 7th Circ. Hears
------------------------------------------------------------
Megan Stride of BankruptcyLaw360 reported that the bankruptcy
trustee for Lancelot Investors Fund Ltd. and another entity that
lost money in Tom Petters' Ponzi scheme asked the Seventh Circuit
on Monday to reinstate his malpractice suit alleging Winston &
Strawn LLP, onetime counsel for the funds and their management
companies, violated its professional obligations.

According to the report, Ronald Peterson of Jenner & Block LLP,
the Chapter 7 trustee for Lancelot Investors Fund Ltd. and
Colossus Capital Fund Ltd., claims Winston failed to get the
funds' informed consent to its simultaneous representation.

                    About Lancelot Investors

Lancelot Investors Fund, LP, and 18 related entities filed Chapter
7 petitions (Bankr. N.D. Ill. Case No. 08-28225) October 20, 2008,
blaming a $1.5 billion loss in the collapse of Petters Group
Worldwide, LLC.  FBI agents raided Mr. Petters' home and a number
of his businesses on Sept. 24, 2008.  A federal grand jury in the
District of Minnesota indicted Mr. Petters on December 1, 2008, on
charges of mail and wire fraud, conspiracy to commit mail and wire
fraud, money laundering and conspiracy to commit money
laundering.Federal authorities accused Petters Group's founder,
Thomas Petters, of orchestrating a massive ponzi scheme.  Mr.
Petters is now in jail.

Ronald R. Peterson, Esq., at Jenner & Block LLP in Chicago serves
as the Chapter 7 trustee.  Mr. Peterson reported that as of
October 11, 2008, the Debtors collectively purportedly had assets
with a value of $1.78 billion and liabilities totalling
$275.7 million.  Approximately $1.5 billion of the Debtors' assets
purportedly consist of loans to or investments
in Peters Group Worldwide and related entities.


LAND RESOURCE: National Union Sued Over $40M Coverage in Row
------------------------------------------------------------
Juan Carlos Rodriguez of BankruptcyLaw360 reported that Bond
Safeguard Insurance Co. and Lexon Insurance Co. say National Union
Fire Insurance Co. of Pittsburgh, Pa., owes them $40 million for
not defending the CEO of a bankrupt real estate company in a
negligence lawsuit, according to a case removed to Florida federal
court Friday.

According to the report, Bond and Lexon sued James Robert Ward,
CEO of the failed Land Resource LLC, in 2011 after the company
went belly up in 2008.

                      About Land Resource

Headquartered in Orlando, Florida, Land Resource LLC --
http://www.landresource.com-- developed residential communities,
includig coastal, lakefront and mountain locations in Georgia,
North Carolina, West Virginia, Tennessee and Florida.

The Company and its affiliates filed for Chapter 11 protection on
October 30, 2008 (Bankr. M.D. Fla. Lead Case No. 08-10159).  Jordi
Guso, Esq., at Berger Singerman, P.A., in Miami, Florida, and
Richard D. Sierra, Esq., at Kosto & Rotella PA, in Orlando,
Florida, were counsel to the Debtors.  Jeffrey I. Snyder,
Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, in Miami,
Florida, represented the Committee of Creditors Holding Unsecured
Claims as counsel.  The Company listed assets of $100 million to
$500 million and debts of $50 million to $100 million.  Trustee
Services Inc. is the Debtors' notice, claims and balloting agent.


LAND SECURITIES: Has Court's Nod to Hire Weinman as Bankr. Counsel
------------------------------------------------------------------
Land Securities Investors Ltd. sought and obtained permission from
the U.S. Bankruptcy Court for the District of Colorado to employ
Weinman & Associates, P.C., as bankruptcy counsel.

The Firm will, among other things, prepare the statements and
schedules, the plan of reorganization and disclosure statement, at
these hourly rates:

      Jeffrey A. Weinman                $425
      William A. Richey, Paralegal      $200
      Lisa Barenberg, Paralegal         $150

The Firm received a $25,000 retainer from the Debtor, a portion of
which was expended on pre-petition services and costs including
the filing fee.  The balance of the retainer is being kept in a
Coltaf account.  The Firm claims an attorneys lien in the retained
funds.  Upon information and belief, no party in interest has a
senior lien or interest in the funds being retained by the Firm.

To the best of the Debtor's knowledge, the Firm is a disinterested
person as the term is defined in the Bankruptcy Code and do not
represent any interest adverse to the Debtors and their estates.

                     About Land Securities

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

In its schedules, the Debtor disclosed $46,978,954.37 in total
assets and $29,616,097.77 in total liabilities.


LAUREATE EDUCATION: $310MM Add-On Loan No Impact on Moody's CFR
---------------------------------------------------------------
Moody's reports that Laureate Education, Inc.'s plan to issue a
$310 million incremental senior secured term loan due 2018 is a
credit positive, but does not impact the company's B2 corporate
family rating, instrument ratings, or the stable ratings outlook.

Laureate is based in Baltimore, Maryland, and operates a leading
international network of accredited campus-based and online
universities with 55 institutions in 24 countries, offering
academic programs to approximately 700,000 students through over
100 campuses and online delivery. Laureate had revenues of
approximately $3.5 billion for the fiscal-year ended December 31,
2012.


LEHMAN BROTHERS: Fixes Up Rose Ranch Development for Cash Sale
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc. is making arrangements
so that a small unit named LB Rose Ranch LLC can be liquidated,
with cash proceeds distributed to creditors.

According to the report, Rose Ranch is a 225-acre planned resort
community in Glenwood Springs, Colorado, where about half of the
300 homes were built and sold. Approvals for the project require
selling 30 units of so-called affordable housing.  Lehman acquired
the project through foreclosure before bankruptcy in 2008. The
project includes an 18-hole golf course.  The Rose Ranch unit
holds about $1 million cash, not enough to justify a distribution
to its creditors.

Lehman, the report relates, scheduled an April 24 hearing in
bankruptcy court for the judge to make decrees facilitating the
sale of the remainder of the project to third-party developers.
Once the property is sold, there can be a cash distribution to
creditors, thus avoiding a distribution of ownership interests to
creditors of the Rose Ranch company.

                      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, a second payment of $10.2 billion in October 2012, and
a third distribution in March 2013 of $14.2 billion, including
$9.4 billion to nonaffiliated creditors.

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: Investors Want $640M Fraud Suit in State Court
---------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that the group of
investors pursuing a $640 million securities fraud case against
Lehman Brothers Holdings Inc. are pushing for the action to be
moved back to New York state court because, they argued Sunday,
the case is not related to the historic 2008 bankruptcy and not
subject to federal jurisdiction.

The report related that the litigation, which has a tangled and
complex history, was filed in the Supreme Court for the State of
New York in 2011, but was sent to the U.S. District Court for the
Southern District of New York.

                      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.

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: Settles Derivatives Dispute with Liberty Square
----------------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones Newswires' Daily
Bankurptcy Review, reported that Lehman Brothers Holdings Inc. has
settled a closely watched derivatives fight with the special
purpose vehicles behind a pair of failed collateralized debt
obligations called Liberty Square.

Judge James Peck of the U.S. Bankruptcy Court in New York on
Thursday approved the settlement between Lehman's financial
products unit and special purpose vehicles, or SPVs, behind
Liberty Square CDO I and II, the report said.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LIBERTY MUTUAL: Fitch Affirms 'BB' Ratings on 3 Subordinated Notes
------------------------------------------------------------------
Fitch Ratings has affirmed Liberty Mutual Group Inc.'s (LMG)
Issuer Default Rating (IDR) at 'BBB'. Additionally, Fitch has
affirmed LMG's insurance operating subsidiaries' (collectively
referred to as Liberty Mutual) Insurer Financial Strength (IFS)
ratings at 'A-'. The Rating Outlook is revised to Stable from
Positive.

KEY RATING DRIVERS

LMG's ratings are based on the company's established and
sustainable positions in its chosen markets, benefits derived from
the company's multiple distribution channels, adequate
capitalization and financial performance.

The revision in the Rating Outlook represents a lack of progress
in several key credit metrics including combined ratio,
capitalization and reserve development since the Positive Outlook
was established in December 2011. The potential improvements Fitch
anticipated at that time have not materialized. In addition, the
company's score on Fitch's capital model Prism is somewhat low for
the current rating, at 'Adequate'.

LMG's consolidated GAAP combined ratio for 2012 was 104.7%, an
improvement over the previous year's 107.4%, but higher than the
prior three year average of 100.4%. The results for the most
recent years were negatively impacted by above average catastrophe
losses. Hurricane Sandy caused about $1.1 billion in gross losses
and $866 million in net losses on a pre-tax basis accounting for
2.7 pp for full year 2012 combined ratio.

Over the past several years, the unfavorable margin in
underwriting results between Liberty Mutual and those of its peers
have reduced particularly on an accident year basis. However,
Liberty Mutual's underwriting results still lag those of higher
rated peers.

Fitch believes that LMG's capital position provides an adequate
cushion against the operational and financial risks the company
faces, but that metrics are weaker than most companies of its size
and scale. In 2012, LMG's ratio of GAAP net written premium to
adjusted shareholders equity was considerably higher than peers at
2.0x., an increase from 1.9x in 2011. A modest decline in adjusted
shareholders equity in 2012 was driven by an increase in the
pension liability, and several one-time charges related to debt
extinguishment and restructuring charges offset by core operating
earnings and realized investment gains.

As noted, Liberty Mutual's Prism score was 'Adequate' based on
year-end 2011 financials and Fitch anticipates that full year 2012
results will remain in the 'Adequate' range. In particular,
Liberty Mutual's Prism results are adversely impacted by quality
of capital and higher operating and reserve leverage and helped by
material unrealized capital gains in the bond portfolio. These
gains are included in Fitch's base Prism score. Fitch notes that
improvement under this measure of capital could be a catalyst for
future positive rating pressure. A Prism score of 'Adequate' is
viewed as a 'BBB' ratings standard.

LMG's financial leverage ratio at Dec. 31, 2012 was 28.9%, up from
26.6% at the prior year-end. Fitch notes that while earnings based
interest coverage improved to 2.2x at year end 2012 up from prior
years 1.3x; however, both results remain below Fitch's long term
expectation of 5.0x.

RATING SENSITIVITIES

Key rating triggers that could lead to an upgrade include:

-- Improved performance in underwriting results with a combined
   ratio of approximately 103% or better on both an accident and
   calendar year basis;

-- A sustained improvement in Prism score to 'Strong' category or
   higher.

-- Financial leverage ratio below 25%.

Key rating triggers that could lead to downgrade include:

-- A return to accident year underwriting results that trail large
   multi-line peers by significant margin;

-- Material weakening in the company's current reserve position,
   as measured by a return to a period of multiple years of
   unfavorable reserve development greater than 5% of prior year
   equity;

-- Failure to achieve a fixed charge coverage ratio of 5.0x over
   several years.

-- Another large acquisition in the near term, especially if the
   balance sheet was weakened through increased financial leverage
   of 35% or higher.

Fitch has affirmed the following ratings and revised the Rating
Outlook to Stable from Positive:

Liberty Mutual Group, Inc.
-- IDR at 'BBB';
-- $260 million 8.0% notes due 2013 at 'BBB-';
-- $104 million 7.3% notes due 2014 at 'BBB-';
-- $239 million 5.75% notes due 2014 at 'BBB-';
-- $249 million 6.7% notes due 2016 at 'BBB-';
-- $600 million 5.0% notes due 2021 at 'BBB-';
-- $750 million 4.95% notes due 2022 at 'BBB-';
-- $3 million 7.625% notes due 2028 at 'BBB-';
-- $231 million 7% notes due 2034 at 'BBB-';
-- $471 million 6.5% notes due 2035 at 'BBB-';
-- $19 million 7.5% notes due 2036 at 'BBB-';
-- $750 million 6.5% notes due 2042 at 'BBB-';
-- $300 million 7% junior subordinated notes due 2067 at 'BB';
-- $700 million 7.8% junior subordinated notes due 2087 at 'BB';
-- $620 million 10.75% junior subordinated notes due 2088 at 'BB'.

Fitch has affirmed the following ratings:

Liberty Mutual Group, Inc.
-- Short term IDR at 'F2';
-- Commercial paper at 'F2';

Fitch has affirmed the following ratings and revised the Rating
Outlook to Stable from Positive:

Liberty Mutual Insurance Co.
-- IDR at 'BBB+';
-- $140 million 8.5% surplus notes due 2025 at 'BBB';
-- $227 million 7.875% surplus notes due 2026 at 'BBB';
-- $260 million 7.697% surplus notes due 2097 at 'BBB'.

Ohio Casualty Corporation

-- IDR at 'BBB';
-- $20.4 million 7.3% notes due 2014 at 'BBB-'.

Fitch has affirmed the IFS of the members of Liberty Mutual Inter-
company Insurance Pool (LMIC Pool) at 'A-' and revised the Rating
Outlook to Stable from Positive:

-- Liberty Mutual Insurance Company
-- Liberty Mutual Fire Insurance Company
-- Employers Insurance Company of Wausau
-- Liberty Insurance Corporation
-- Wausau Business Insurance Company
-- Wausau Underwriters Insurance Company
-- LM Insurance Corporation
-- The First Liberty Insurance Corporation
-- LM General Insurance Company
-- Liberty Mutual Personal Insurance Company
-- Liberty Personal Insurance Company
-- Liberty Lloyds of Texas Insurance Company
-- Liberty Surplus Insurance Corporation
-- Wausau General Insurance Company
-- Liberty Mutual Mid-Atlantic Insurance Company
-- Insurance Company of Illinois

Fitch has affirmed the IFS of the members that participate in a
100% quota share with the LMIC Pool at 'A-' and revised the Rating
Outlook to Stable from Positive:

-- Liberty County Mutual Insurance Company
-- LM Property and Casualty Insurance Company
-- Bridgefield Casualty Insurance Company
-- Bridgefield Employers Insurance Company
-- Liberty Insurance Underwriters Inc.

Fitch has affirmed the ratings of the members of Peerless
Insurance Inter-company Insurance Pool (Peerless Pool) at 'A-' and
revised the Rating Outlook to Stable from Positive:

-- Peerless Insurance Company
-- Peerless Indemnity Insurance Company
-- America First Insurance Company
-- America First Lloyd's Insurance Company
-- Colorado Casualty Ins. Company
-- Consolidated Insurance Company
-- Excelsior Insurance Company
-- Golden Eagle Ins. Corporation
-- Hawkeye-Security Insurance Company
-- Indiana Insurance Company
-- Mid-American Fire & Casualty
-- The Midwestern Indemnity Company
-- Montgomery Mutual Insurance Company
-- The Netherlands Insurance Company
-- National Insurance Association
-- The Ohio Casualty Insurance Company
-- West American Insurance Company
-- American Fire and Casualty Company
-- Ohio Security Insurance Company
-- Safeco Insurance Company of Illinois
-- American Economy Insurance Company
-- American States Insurance Company
-- American States Preferred Insurance Company
-- Safeco Insurance Company of Indiana
-- Safeco National Insurance Company
-- Safeco Insurance Company of Oregon
-- American States Lloyds Insurance Company
-- Safeco Lloyds Insurance Company
-- First National Insurance Company of America
-- General Insurance Company of America
-- Safeco Insurance Company of America
-- Safeco Surplus Lines Insurance Company
-- American States Insurance Company of Texas

Fitch has affirmed the IFS of the following companies that
participate in a 100% quota share with the Peerless Pool at 'A-'
and revised the Rating Outlook to Stable from Positive:

-- Liberty Northwest Insurance Company
-- North Pacific Insurance Company
-- Oregon Automobile Insurance Company

Fitch has withdrawn the following rating as it is no longer
considered analytically meaningful.

Safeco Corporation
-- IDR at 'BBB'.


LITHIUM TECHNOLOGY: Delays Form 10-K for 2012
---------------------------------------------
Lithium Technology Corporation notified the U.S. Securities and
Exchange Commission regarding the delay in the filing of its
annual report on Form 10-K for the year ended Dec. 31, 2012.  The
Company said it requires additional time to complete its annual
financial statements and corresponding narratives for management's
discussion and analysis.  As a result of these factors, the
Company has been unable to complete and file the subject Form 10-K
without unreasonable effort and expense.

                     About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

The Company was not able to file its annual report for the period
ended Dec. 31, 2011, and its quarterly reports for the succeeding
periods.

For the nine months ended Sept. 30, 2011, the Company reported a
net loss of $12.26 million on $6.06 million of total revenue.  The
Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.83
million in total assets, $35.09 million in total liabilities and a
$26.26 million total stockholders' deficit.

                           Going Concern

As reported by the TCR on April 8, 2011, Amper, Politziner &
Mattia, LLP, Edison, New Jersey, after auditing the Company's
financial statements for the year ended Dec. 31, 2010, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                         Bankruptcy Warning

The Form 10-Q for the quarter ended Sept. 30, 2011, noted that the
Company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.

The Company raised capital through the sale of securities closing
in the second quarter of 2011 and realized proceeds from the
licensing of its technology pursuant to the terms of a licensing
agreement and the sale of inventory used in manufacturing its
batteries as part of the establishment of a joint venture in the
fourth quarter of 2011, but is continuing to seek other financing
initiatives and needs to raise additional capital to meet its
working capital needs, for the repayment of debt and for capital
expenditures.  Such capital is expected to come from the sale of
securities.  The Company believes that if it raises approximately
$4 million in additional debt and equity financings it would have
sufficient funds to meet its needs for working capital, capital
expenditures and expansion plans through the year ending Dec. 31,
2012.

No assurance can be given that the Company will be successful in
completing any financings at the minimum level necessary to fund
its capital equipment, debt repayment or working capital
requirements, or at all.  If the Company is unsuccessful in
completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In that case the Company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


LLS AMERICA: 3 Entities Fined for Not Complying With Discovery
--------------------------------------------------------------
Bankruptcy Judge Patricia Williams entered three identical
decisions on March 28, 2013, regarding the motions to compel
discovery filed by the Chapter 11 trustee of LLS America, LLC, in
three adversary proceedings initiated by the trustee.

The purpose of the Bankruptcy Court's decision is to resolve and
provide guidance to the parties concerning the Plaintiff's motions
to compel.  The Bankruptcy Court held that the Plaintiff must
amend or supplement the discovery to provide a temporal limit.
The Court also preliminarily concluded that the Defendants should
be sanctioned $500 payable to the Plaintiff's counsel as partial
compensation for costs of proceeding with the motion to compel.

The defendants are:

  -- Hasty Charitable Remainder Trust (BRUCE P. KRIEGMAN, solely
     in his capacity as court-appointed Chapter 11 Trustee for LLS
     America, LLC, Plaintiff, v. ANTHONY ALFARONE, et al.,
     Defendants, Adv. No. 11-80302-PCW 11 (Bankr. E.D. Wash.);

  -- Heidi Schulze (BRUCE P. KRIEGMAN, solely in his capacity as
     court-appointed Chapter 11 Trustee for LLS America, LLC,
     Plaintiff, v. HEIDI SCHULZE, Defendant, Adv. No. 11-80181-PCW
     11 (Bankr. E.D. Wash.); and

  -- Gudrun Foerstner (BRUCE P. KRIEGMAN, solely in his capacity
     as court-appointed Chapter 11 Trustee for LLS America, LLC,
     Plaintiff v. GUDRUN FOERSTNER, Defendant, Adv. No. 11-80113-
     PCW 11 (Bankr. E.D. Wash.).

If defendants believe the sanction are inappropriate, they have
until April 15, 2012, to provide an explanation on failure to
respond to interrogatories and document requests, together with a
motion to reconsider.

A copy of one of the identical decisions dated March 28, 2013 is
available at http://is.gd/tTg8XGfrom Leagle.com.

As reported in the April 3, 2013 edition of The Troubled Company
Reporter, Judge Williams also entered similar decisions on motions
to compel filed by the LLS Chapter 11 trustee in adversary
complaints against (1) Angela Mirrow, Alex Mirrow and Save It,
LLC, and (2) Tyler Foerstner.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


LLS AMERICA: Phillips Fails in Bid to Dismiss Trustee Suit
----------------------------------------------------------
Ken Phillips failed to convince a Washington bankruptcy court to
dismiss the lawsuit BRUCE P. KRIEGMAN, solely in his capacity as
court-appointed Chapter 11 Trustee for LLS America, LLC,
Plaintiff, v. KEN PHILLIPS, Defendant, Adv. No. 11-80127-PCW11
(Bankr. E.D. Wash).

The complaint alleges that LLS engaged in a Ponzi scheme and that
Mr. Phillips was one of many "investors" who provided funds to LLS
in exchange for promissory notes.  The complaint seeks return of
all funds received by the defendant.

On December 31, 2012, the defendant requested summary judgment and
the dismissal of all claims.

In an April 1, 2013 Memorandum Decision, Bankruptcy Judge Patricia
Williams said, "Clearly, there are disputed facts as to the total
amount transferred to LLS and whether the transfers were from the
defendant and/or the corporation.  Clearly, there are disputed
facts as to the amount transferred from LLS to the defendant
and/or the corporation.  There are disputed facts as to the role
the corporation played in the transfers to and from LLS.  As there
are disputed facts, the motion for summary judgment must be
denied."

A copy of the Court's April 1 Memorandum Decision is available at
http://is.gd/WfVbFAfrom Leagle.com.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


LOS ANGELES DODGERS: Blackstone Ducks Questions From McCourt's Ex
-----------------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that a New York state
judge on Tuesday reduced the number of questions a Blackstone
Group LP affiliate's executive must answer about what he told
former Los Angeles Dodgers owner Frank McCourt regarding the
formerly bankrupt team's value, which McCourt's ex-wife says was
lowballed in the couple's divorce.

According to the report, Judge Jeffrey K. Oing reduced by about
half the number of written questions, known as interrogatories,
that Blackstone senior managing director Peter Cohen, who advised
the Dodgers in their bankruptcy, must answer about conversations
he may have had with the team's former owner.

                   About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

According to Forbes, the Dodgers is worth about $800 million,
making it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.

The Dodgers emerged from bankruptcy on April 30, 2012.  The plan
is based on a $2.15 billion sale of the baseball club and Dodger
Stadium to Guggenheim Baseball Management.  The plan pays all
creditors in full, with the excess going to Mr. McCourt.


LYONDELL CHEMICAL: Judge Axes Highland Contract Suit Against UBS
----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge on Wednesday threw out a hedge fund's suit
claiming UBS Securities LLC, Lyondell Chemical Co.'s agent for
exit financing deals, interfered with a contract related to a $1
billion restructuring loan.

According to the report, U.S. Bankruptcy Judge Robert E. Gerber
found that Highland Capital Management LP's allegations that UBS
intentionally blocked it from participating in the loan doesn't
hold water because there was never any contract to begin with.

                       About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as
part of the US$12.7 billion merger.  Len Blavatnik's Access
Industries owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed
for Chapter 11.  Luxembourg-based LyondellBasell Industries AF
S.C.A. and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the
successor of the former parent company, LyondellBasell Industries
AF S.C.A., a Luxembourg company that is no longer part of
LyondellBasell.  LyondellBasell Industries N.V. owns and operates
substantially the same businesses as the previous parent company,
including subsidiaries that were not involved in the bankruptcy
cases.  LyondellBasell's corporate seat is Rotterdam,
Netherlands, with administrative offices in Houston and
Rotterdam.


MAKENA GREAT: El Monte Can Access Wells Fargo Cash Until May 4
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved Thursday the eighth stipulation extending Debtor GAC
Storage El Monte, LLC's authority to use cash collateral of Wells
Fargo Bank, N.A., until May 4, 2013.  The stipulation is effective
retroactively to March 31, 2013.

        About GAC Storage & Makena Great American Anza Co.

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

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

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

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


MAKENA GREAT: Hearing on Motion to Use Collateral Set for May 1
---------------------------------------------------------------
According to a notice filed in bankruptcy court on April 4, the
hearing on Makena Great American Anza Company LLC's motion to use
cash collateral is continued to May 1, 2013, 10:00 a.m.

        About GAC Storage & Makena Great American Anza Co.

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

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

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

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


MANTECH INTERNATIONAL: S&P Retains 'BB+ Rating on $200MM Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
ManTech International Corp.'s $200 million 7.25% senior unsecured
notes due 2018 to '4' from '3', based on a decrease to S&P's
default-level enterprise valuation on the company.  The 'BB+'
issue-level rating on the notes is unchanged.  The lower valuation
reflects the change to a 5.5x multiple, from 6x, of S&P's
projected emergence EBITDA in determining the enterprise value of
ManTech on a going-concern basis.  The change in multiple reflects
S&P's assessment of a lower profitability environment within the
U.S. government contracting area as a result of federal budget
pressures over the intermediate term.  The estimated recovery is
in the 30% to 50% range for the unsecured notes in S&P's simulated
default scenario.

The 'BB+' corporate credit rating and stable outlook on ManTech
remain unchanged and reflect its "fair" business risk profile and
"significant" financial risk profile.  The business risk
assessment incorporates the company's predictable revenue streams
based on contractual backlog of business, as well as diversified
customer and contract base with about 1,000 active contracting,
providing cash flow stability even in the current tight budgetary
environment for defense spending.  The financial risk profile
reflects some flexibility for ManTech to utilize its outstanding
revolving credit facility for opportunistic acquisitions at its
current leverage of 1.4x as of Dec. 31, 2012.

RATINGS LIST

ManTech International Corp.
Corporate Credit Rating              BB+/Stable/--

Issue Rating Unchanged; Recovery Rating Revised
                                      To                  From
ManTech International Corp.
Senior Unsecured Notes               BB+                 BB+
   Recovery Rating                    4                   3


MAXCOM TELECOMUNICACIONES: Ventura Extends Offer to April 24
------------------------------------------------------------
Ventura Capital Privado S.A. de C.V., on behalf of Trust Number
1387 (the "Trust" and, collectively with Ventura, Javier Molinar
Horcasitas and Enrique Castillo Sanchez Mejorada, the
"Purchaser"), on April 10 disclosed that the Purchaser has
extended the expiration date of its tender offer to purchase (i)
all of the outstanding Series A Common Stock, without par value of
Maxcom Telecomunicaciones, S.A.B. de C.V., (ii) all of the
outstanding Ordinary Participation Certificates ("CPOs") of
Maxcom, and (iii) all of the outstanding American Depository
Shares ("ADSs," and collectively with the Shares and CPOs, the
"Securities") of Maxcom, in each case held by persons who are not
Mexican residents.  In Mexico, the Purchaser is offering to
purchase all of the outstanding Shares and CPOs of Maxcom.  The
Mexican Offer is being made on substantially the same terms and at
the same prices as the U.S. Offer.

The tender offer, which was previously scheduled to expire at
12:00 midnight, New York time, on April 10, 2013, will now expire
at 12:00 midnight, New York City time, on April 24, 2013, unless
further extended in accordance with the terms of the tender offer.
The closing of the tender offer will occur on April 29, 2013.  The
extension to April 24, 2013 was made to accommodate the timetable
for the simultaneous exchange offer for any and all outstanding
Maxcom's 11% Senior Notes due 2014 for Maxcom's Step-Up Senior
Notes due 2020.

In addition, the Purchaser is also amending and supplementing the
tender offer to reflect that Maxcom, according to a press release
issued on April 10, 2013, has stated that (i) Maxcom has increased
the minimum tender condition in the Exchange Offer from 61.44% to
80%, subject to Maxcom's right, in its sole discretion, to
decrease the minimum tender condition to 75.1% without extending
the Exchange Offer or granting withdrawal rights; (ii) the
Exchange Offer has been extended three times and as a result has
remained open longer than anticipated; (iii) since the Exchange
Offer and the Equity Tender Offer have not been consummated to
date, Maxcom has not yet received the capital contribution the
Purchaser agreed to make in connection with the Equity Tender
Offer; (iv) during the period that the Exchange Offer has remained
open, Maxcom's operational and financial viability has further
deteriorated in light of not having received the capital
contribution from the Purchaser; (v) as of March 1, 2013, Maxcom's
cash and temporary investment balance was Ps.82.8 million (US$6.4
million); (vi) if the Exchange Offer is not consummated and Maxcom
does not receive the capital contribution from the Purchaser in
connection with the Equity Tender Offer, Maxcom does not expect to
be able to make the coupon payment due on June 15, 2013 with
respect to the Old Notes and Maxcom may not be able to meet other
financial obligations as they come due; (vii) if this occurs,
holders of the Old Notes and the creditors could commence
involuntary bankruptcy proceedings against Maxcom in Mexico or in
the United States; and (viii) if the Exchange Offer is not
consummated, Maxcom currently intends to implement a restructuring
by (a) commencing voluntary cases under Chapter 11 of the United
States Bankruptcy Code through a plan of reorganization; (b)
seeking expedited confirmation of a plan of reorganization or (c)
seeking other forms of bankruptcy relief, all of which involve
uncertainties, potential delays, reduced payments to all creditors
(including holders of the Old Notes) and litigation risks.
Moreover, Maxcom has also stated that (i) such a restructuring may
be protracted and contentious and disruptive to Maxcom's business
and could materially adversely affect Maxcom's relationships with
its customers, suppliers and employees who may terminate their
relationships with Maxcom; (ii) a restructuring would also cause
Maxcom to incur significant legal, administrative and other
professional expenses; (iii) no assurances can be given that any
such restructuring will be successful or that holders of Maxcom's
debt obligations will not have their claims significantly reduced,
converted into equity or eliminated; (iv) if a restructuring is
not successful, Maxcom may be forced to liquidate its business and
assets; (v) the board of directors of Maxcom has approved the
engagement of, and the Maxcom has engaged, counsel to advise it on
a Chapter 11 reorganization and authorized the preparatory
activities related to a restructuring, including the negotiating
of a plan support agreement and a Chapter 11 plan term sheet with
certain of the holders of the Old Notes during the pendency of the
Exchange Offer; and (vi) in the event Maxcom implements a
restructuring through Chapter 11, holders of the Old Notes may
receive New Notes with terms less favorable than those offered
pursuant to the Exchange Offer .

The depositary for the Equity Tender Offer has advised the
Purchaser in connection with the Equity Tender Offer that as of
5:00 p.m., New York City time, on April 10, 2013, approximately
354,540,391 of Maxcom's Series A Common Stock, or 44.87% of the
total outstanding Series A Common Stock, had been validly tendered
and not withdrawn in the Equity Tender Offer.

Security holders of Maxcom may obtain a free copy of these
documents and other documents filed by the Trust and Maxcom with
the SEC at the website maintained by the SEC at http://www.sec.gov

In addition, stockholders may obtain a free copy of these
documents from the Purchaser by contacting Georgeson Inc., the
Information Agent for the tender offer, at (866) 729-6818 or by
contacting Maxcom's Investor Relations department at (52 55) 4770-
1170.


MERIDIAN MORTGAGE: Firm Sanctioned for Holding Ponzi Scheme Docs
----------------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that a bankruptcy
judge in Washington state sanctioned public accounting firm Moss
Adams LLP, saying it had failed to take reasonable steps to comply
with a subpoena seeking records of convicted Ponzi schemer
Frederick Darren Berg, the imprisoned founder of defunct
investment company Meridian Mortgage Investors.

According to the report, U.S. Bankruptcy Judge Karen A. Overstreet
held that after Moss Adams was served with a subpoena from the
Chapter 11 trustee for seeking all documents concerning Berg and
several Meridian funds, it issued no document retention policy or
litigation.

                     About Meridian Mortgage

In November 2010, a federal grand jury in Seattle has indicted
Frederick Darren Berg on 12 counts of wire fraud, money laundering
and bankruptcy fraud in connection with the demise of his Meridian
Group of investment funds.  Prosecutors believe Mr. Berg took in
more than $280 million, with the losses attributed to the ponzi
scheme estimated to be approximately $100 million.  Hundreds of
victims have lost money in the scheme between 2001 and 2010.

Mr. Berg commenced a personal Chapter 11 case on July 27, 2010
(Bankr. W.D. Wash. Case No. 10-18668), estimating assets of
more than $10 million and liabilities between $1 million and
$10 million.  The filing came after lawyers for one group of
investors, armed with a court order and accompanied by sheriff's
deputies, began seizing personal possessions at Mr. Berg's Mercer
Island home and downtown Seattle condo.

Diana K. Carey, trustee for F. Darren Berg's estate, filed on
Jan. 27, 2011 voluntary Chapter 11 petitions for Mortgage
Investors Fund I LLC (Bankr. W.D. Wash. Case No. 11-10830)
estimating assets of up to $50,000 and debts of up to $50,000,000,
and Meridian Mortgage Investors Fund III LLC (Case No. 11-10833),
estimating up to $50,000 in assets and up to $100,000,000 in
liabilities.  Michael J. Gearin, Esq., at K&L Gates LLP, in
Seattle, serves as counsel to the Debtors.

Creditors filed an involuntary Chapter 11 petition for Meridian
Mortgage Investors Fund II LLC (Bankr. W.D. Wash. Case No. 10-
17976) on July 9, 2010.  The petitioners are represented by Jane
E. Pearson, Esq., at Foster Pepper PLLC, in Seattle.

Creditors filed involuntary Chapter 11 petitions for Meridian
Mortgage Investors Fund VIII, LLC (Bankr. W.D. Was. Case No. 10-
17958) and Meridian Mortgage Investors Fund V, LLC (Bankr. W.D.
Wash. Case No. 10-17952) on July 9, 2010.  The petitioners are
represented by John T. Mellen, Esq., at Keller Rohrback LLP, in
Seattle, and Cynthia A. Kuno, Esq., at Hanson Baker Ludlow
Drumheller PS, in Bellevue, represent the petitioners.


MSR RESORT: Co., Paulson Execs Sued Over $59M Debt, Ch. 11 Sale
---------------------------------------------------------------
Maria Chutchian of BankurptcyLaw360 reported that alternative
investment fund Five Mile Capital LP on Tuesday hit Paulson & Co.
executives and MSR Hotels & Resorts Inc. with a suit alleging that
they mishandled the company's intellectual property and other
assets in a bankruptcy sale and owe Five Mile $58.7 million on a
loan.

According to the report, Five Mile, which vigorously and
unsuccessfully challenged the confirmation of several MSR
affiliates' joint Chapter 11 plan and $1.5 billion sale to a
Singaporean wealth fund earlier this year, has taken its fight to
New York state court.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owned a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


MUSCLEPHARM CORP: 2012 Gross Sales Increase 267% to $78 Million
---------------------------------------------------------------
MusclePharm Corporation reported a net loss of $18.95 million on
$67.05 million of net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $23.28 million on $17.21 million of
net sales for the year ended Dec. 31, 2011.

For the year ended Dec. 31, 2012, MusclePharm reported gross sales
prior to accounting for advertising related credits that were
granted to customers of $77.8 million, an increase of 267% as
compared to $21.2 million for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $6.76 million
in total assets, $16.52 million in total liabilities and a $9.75
million total stockholders' deficit.

Commenting on the announcement, MusclePharm Founder & CEO, Brad
Pyatt, stated, "As in previous years, our strategy in 2012 was
focused on growing sales and increasing awareness for the award-
winning MusclePharm brand.  While our 2013 strategic focus remains
strongly biased on growing sales and increasing brand awareness,
we anticipate being able to do so on a profitable basis.  We are
also encouraged with the recent strengthening of our balance sheet
having completed two separate equity financings over the past
sixty days totaling $18 million in gross proceeds."

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

                        http://is.gd/v8OkpE

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

Berman & 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 of $23,280,950 and net cash used
in operations of $5,801,761 for the year ended Dec. 31, 2011; and
has a working capital deficit of $13,693,267, and a stockholders'
deficit of $12,971,212 at Dec. 31, 2011.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.


NAMCO LLC: Section 341(a) Meeting Scheduled for April 30
--------------------------------------------------------
A meeting of creditors in the bankruptcy case of Namco, LLC, will
be held on April 30, 2013, at 1:00 p.m. (ET), at J. Caleb Boggs
Federal Building, 844 King Street, 2nd Floor, Suite 2112,
Wilmington, Delaware.

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

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

                           About Namco

Manchester, Connecticut-based Namco, LLC, is a 37-store retailer
of swimming pools and accessories owned 50-50 by Garmark Partners
II LLC and J.H. Whitney & Co.  It filed a petition for Chapter 11
protection (Bankr. D. Del. Case No. 13-10610) on March 24, 2013,
in Wilmington.  Judge Peter J. Walsh presides over the case.

Anthony M. Saccullo, Esq., at A.M. Saccullo Legal, LLC, and Thomas
H. Kovach, Esq., at Thorp Reed & Armstrong, LLP, serve as the
Debtor's counsel.  Olshan Frome & Wolosky, LLP, is the Debtor'
general bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is
the Debtor's claims and noticing agent.  Clear Thinking Group,
LLC, serves as the Debtor's restructuring agent.

In its Petition, the Debtor estimated its assets and debts at
between $10 million to $50 million each.  The Petition was signed
by Lee Diercks, chief restructuring officer.


NAMCO LLC: US Trustee Names 7 Members to Creditors Committee
------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, has appointed
seven members to the Official Committee of Unsecured Creditors in
Namco, LLC's Chapter 11 case.

The Committee members include:

      1) DDR Southeast Hanover, LLC
         Attn: Renee Weiss
         3300 Enterprise Parkway
         Beachwood, OH 44122
         Tel: (216) 755-5662
         Fax: (216) 755-1662

      2) WilBar International
         Attn: Steven Cohen
         50 Cabot Court, Hauppauge NY 11788
         Tel: (516) 528-4476
         Fax: (631) 951-9170

      3) Asahi Chemical Industry Co., LTD.
         Attn: Noboru Sato
         672-1, Owadshinden
         Yachiyo Shi, Chiba Ken
         276-0046 Japan
         Tel: 81-47-458-6683
         Fax: 81-47-458-6682

      4) Swinline Corp.
         Attn: Larry Schwimmer
         191 Rodeo Drive
         Edgewood NY 11717
         Tel: (631) 254-2155
         Fax: (631) 254-2363

      5) Vinyl Works Canada
         Attn: Trent Pettit
         2174 Barber Drive
         Pt. Colborne ON Can L3K5V5
         Tel: (905) 834-5666
         Fax: (905) 834-0666

      6) Damco USA
         Attn: Michael Carroll
         2 Giralda Farms, Madison Avenue
         Madison NJ 07940
         Tel: (973) 514-5171
         Fax: (973) 514-5088

      7) John Froman
         72 Hillburn Lane
         North Barrington IL 60010
         Tel: (847) 620-6888
         Fax: (847) 620-6889

                           About Namco

Manchester, Connecticut-based Namco, LLC, is a 37-store retailer
of swimming pools and accessories owned 50-50 by Garmark Partners
II LLC and J.H. Whitney & Co.  It filed a petition for Chapter 11
protection (Bankr. D. Del. Case No. 13-10610) on March 24, 2013,
in Wilmington.  Judge Peter J. Walsh presides over the case.

Anthony M. Saccullo, Esq., at A.M. Saccullo Legal, LLC, and Thomas
H. Kovach, Esq., at Thorp Reed & Armstrong, LLP, serve as the
Debtor's counsel.  Olshan Frome & Wolosky, LLP, is the Debtor'
general bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is
the Debtor's claims and noticing agent.  Clear Thinking Group,
LLC, serves as the Debtor's restructuring agent.

In its Petition, the Debtor estimated its assets and debts at
between $10 million to $50 million each.  The Petition was signed
by Lee Diercks, chief restructuring officer.


NEW ENERGY: Randall L. Chrobot Wants Stay Lifted to Continue Suit
-----------------------------------------------------------------
Creditor and party-in-interest, Randall L. Chrobot, asks the U.S.
Bankruptcy Court to:

   a) modify the automatic stay to permit him to exercise, pursue,
and enforce any and all remedies available to him under Indiana
law against New Energy Corp.; and

   b) determine that Rule 4001(a)(3) of the Federal Rules of
Bankruptcy Procedure is not applicable and the movant may
immediately enforce and implement the order granting relief from
the automatic stay.

According to Mr. Chrobot, relief will permit him to complete a
Breach of Contract, Breach of Implied Contract, Quantum Meruit,
Promissory Estoppel, Fraud, and Constructive Fraud case that is
ready for trial and has been pending against the Debtor since
March 2010 in the St. Joseph Circuit Court.

                      About New Energy Corp.

New Energy Corp. filed a Chapter 11 petition (Bankr. N.D. Ind.
Case No. 12-33866) in South Bend, Indiana, on Nov. 9, 2012.

The Debtor's ethanol facility is the first large-scale Greenfield
ethanol plant constructed in the U.S. and is capable of producing
100 million gallons of ethanol per year.  The Debtors has operated
continuously, without interruption since 1984.  The Debtor's
operations generated over $280 million in revenue in 2011.
At historical production rates, the Company employs 85 to 90
people to run operations, power the plant and to administer the
business operations of the Debtor.

Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, in
Indianapolis, serves as counsel.  The Debtor estimated assets of
at least $10 million and liabilities of at least $50 million.


NEW ENERGY: Withdraws Motion to OK Incentive Plan
-------------------------------------------------
Following objections by the U.S. Trustee and the statutory
creditors committee, New Energy Corp. in January withdrew a motion
to implement an incentive plan for a key employee.

On Nov. 12, 2012, the Debtor filed the KEIP Motion, whereby it
sought to offer a key employee incentive plan to Russell L. Abarr,
the Debtor's president, chief operating officer and one of two
directors.

The U.S. Trustee, in its objection, stated that the payments
proposed by the KEIP motion and modified by the stipulation must
not be allowed under Section 503 of the Bankruptcy Code.

In this relation, the Debtor believes that it is in its best
interests well as judicial economy that Mr. Abarr be compensated
for his assistance in the sale process by being paid 2% of the
proceeds of the sale of the Debtor's assets.  The payment will be
made from the proceeds of the sale of the collateral of secured
creditors -- the U.S. Department of Energy and LF Financial, LLC,
and has been deleted from the Debtor's budgets.  The payment is
effectively a carve-out to which the DOE and LF have consented.

                      About New Energy Corp.

New Energy Corp. filed a Chapter 11 petition (Bankr. N.D. Ind.
Case No. 12-33866) in South Bend, Indiana, on Nov. 9, 2012.

The Debtor's ethanol facility is the first large-scale Greenfield
ethanol plant constructed in the U.S. and is capable of producing
100 million gallons of ethanol per year.  The Debtors has operated
continuously, without interruption since 1984.  The Debtor's
operations generated over $280 million in revenue in 2011.
At historical production rates, the Company employs 85 to 90
people to run operations, power the plant and to administer the
business operations of the Debtor.

Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, in
Indianapolis, serves as counsel.  The Debtor estimated assets of
at least $10 million and liabilities of at least $50 million.


NII HOLDINGS: S&P Retains 'CCC+' Rating After Tack-On Offering
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'CCC+' issue-
level rating and '5' recovery rating on NII Holdings Inc.'s senior
unsecured notes due 2019 are unchanged as a result of a proposed
$150 million tack-on offering.  The issuance would be an addition
to the existing $750 million senior notes, for an aggregate total
of $900 million.  The notes are being issued by subsidiary NII
International Telecoms S.C.A.  The '5' recovery rating indicates
S&P's expectation for modest (10% to 30%) recovery in the event of
payment default.  S&P expects proceeds to be used mainly to repay
existing debt.

S&P's 'B-' corporate credit rating and stable outlook on Reston,
Va.-based NII Holdings are not affected by the new debt or the
company's recent announcement that it signed an agreement to sell
its Peruvian operations to Empresa Nacional de Telecomunicaciones
S.A. for about $400 million.  The sale of NII's Peruvian
operations will enable the company to allocate more capital to its
core markets, Mexico and Brazil, and should improve overall
profitability measures given that the Peru market generated little
EBITDA.

While the Peru sale would also bolster the company's liquidity
position, which S&P currently views as "adequate," its ratings
incorporate the expectation for a sharp deterioration in credit
measures in 2013, including debt to EBITDA rising to the 10x area
from about 5.6x as of Dec. 31, 2012, before improving thereafter.
Moreover, S&P expects NII to record substantial free operating
cash flow deficits over the next few years.

RATINGS LIST

NII Holdings Inc.
Corporate Credit Rating          B-/Stable/--

Ratings On Upsized Notes Unchanged
NII International Telecoms S.C.A.
Senior Unsecured
  $900 Mil. Notes Due 2019        CCC+
   Recovery Rating                5


NNN 3500: Asks for Court OK to Use Wachovia Bank's Cash Collateral
------------------------------------------------------------------
NNN 3500 Maple 26, LLC, seeks authorization from the Hon. Harlin
D. Hale of the U.S. Bankruptcy Court for the Northern District of
Texas to use the cash collateral of Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2006-C23, until July 31, 2013.

The Trust is the holder of a promissory note in the original
principal amount of $47 million executed by the Debtor as borrower
and asserts liens and security interests in its property and the
rents collected therefrom to secure payment of the indebtedness
evidenced by the Note.  Since December 2010, all income from the
Property has been deposited under the terms of a Case Management
Agreement into a "lock box" account controlled by CWCAM,
the Special Servicer for the Trustee of the Trust.  The Trust
asserts a security interest in certain cash and cash equivalents
in the Lock Box Account as of the Petition Date and in the lease
payments that have been or will be collected from the Property
postpetition.

The Debtor asserts that, at this time, the use of Cash Collateral
is vital to both the maintenance of its current tenants and the
attraction of new tenants and is therefore crucial to the
preservation and maintenance of the going concern value of the
Property.  CWCAM hasn't provided funds to pay the management fees,
leasing commissions, or other fees and expenses of TIC Properties,
the manager of the Property, since January 2013, and has refused
to pay from the Lock Box Account.  "It is essential that these
fees are paid as otherwise TIC Properties may have no choice but
to cease managing the Property," the Debtor stated.

The Debtor proposes to grant the Trust adequate protection in the
form of replacement liens upon all categories of property of the
Debtor.

A copy of the proposed budget is available for free at:

      http://bankrupt.com/misc/NNN_3500_cashcoll_budget.pdf

A hearing on the motion for authorization to use cash collateral
is set for April 22, 2013, at 10:45 a.m.

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


NORSE ENERGY: Lands $800,000 in Interim Financing
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Norse Energy Corp. USA received interim approval from
the bankruptcy court yesterday to drawn down $800,000 from a
promised $3.8 million secured loan.  The final financing hearing
to approve the remainder of the loan will be held on April 29, the
company said in a statement.  The loan requires proposing a
reorganization plan or beginning to sell the assets by July.

                       About Norse Energy

Norse Energy Corp. USA filed a Chapter 11 bankruptcy petition
(Bankr. W.D.N.Y. Case No. 12-13685) on Dec. 7, 2012.

The Debtor is the U.S. subsidiary of Norse Energy Corp. ASA from
Lysaker, Norway.  The Debtor is the holder of oil and gas leases
on 130,000 acres in central and western New York.  The oil and gas
exploration and production company said financial problems were
the result of a moratorium on drilling in New York.

The Debtor disclosed $12.6 million in assets and $36 million in
liabilities in its schedules.

The Debtor is represented by Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, New York.


NORTEL NETWORKS: Judicial Proceedings to Settle Allocation Dispute
------------------------------------------------------------------
The dispute over the allocation of roughly $9 billion in proceeds
from the sale of Nortel Networks assets will be resolved in
judicial proceedings, and not through an arbitration, Delaware
Bankruptcy Judge Kevin Gross said in an April 3, 2013 Opinion
available at http://is.gd/DBklcJfrom Leagle.com.

"The Nortel Parties did not agree to arbitrate and the Court will
not -- indeed cannot -- compel arbitration," Judge Gross said.

Nortel Networks, Inc. ("NNI"), and certain of its U.S. affiliates
are joined in opposing arbitration by the Official Committee of
Unsecured Creditors and the Ad Hoc Committee of Bondholders.  The
Bondholders hold claims in excess of $4 billion.

The Canadian Court appointed Ernst & Young to serve as the Monitor
for the Canadian debtors, Nortel Networks Corporation ("NNC"),
NNI's ultimate corporate parent, Nortel Networks Limited ("NNL"),
NNI's direct corporate parent, and certain Canadian affiliates.
The Canadian Debtors also oppose arbitration.

A third group of major parties favors and seeks arbitration.  The
group consists of entities which the High Court of England and
Wales placed into administration (the "EMEA Debtors").  The
affiliates, all in administration, are: Nortel Networks UK Limited
Nortel Networks (Ireland) Limited; Nortel Networks NV; Nortel
Networks SpA; Nortel Networks BV; Nortel Networks Polska Sp
z.o.o.; Nortel Networks Hispania, SA; Nortel Networks (Austria)
GmbH; Nortel Networks GmbH; Nortel Networks s.r.o.; Nortel
Networks Engineering Services Kft; Nortel Networks Portugal SA;
Nortel Networks Slovensko, s.r.o.; Nortel Networks Romania SRL;
Nortel GmbH; Nortel Networks OY; Nortel Networks AB; Nortel
Networks International Finance & Holding BV and Nortel Networks
France S.A.S.

The Administrators in the insolvency proceedings pending in the
United Kingdom for all EMEA Debtors except Nortel Networks
(Ireland) Limited are: Alan Robert Bloom, Christopher John
Wilkinson Hill, Alan Michael Hudson and Stephen John Harris. The
Administrators for Nortel Networks (Ireland) Limited are Alan
Robert Bloom and David Martin Hughes.

The numerous, multi-national Nortel debtors who were competing for
the sales proceeds addressed the problem by agreement.  On June 9,
2009, the U.S. Debtors, the Canadian Debtors and the EMEA Debtors
entered into the Interim Funding and Settlement Agreement -- IFSA
-- which the U.S. Court and the Canadian Court approved by
separate orders, dated June 29, 2009.

The English High Court already ruled that the Joint Administrators
were free to enter into the IFSA on behalf of the EMEA Debtors.
The IFSA provided the necessary mechanism to allow the planned
sales of the Nortel Parties' businesses and assets to proceed
without dispute among the Nortel Parties.  The IFSA, inter alia,
provided that the parties to the IFSA would not condition the
execution of any sale agreement with a third party upon allocation
or even a binding procedure for allocation of the sale proceeds,
but the sale proceeds would instead be placed into an escrow
account.  The sales were each accompanied by an escrow agreement
pertaining to that sale.

The Nortel parties also agreed to negotiate for a protocol to
resolve allocation disputes.  The IFSA provides that disputes over
the IFSA or anything relating to the IFSA must be decided in a
joint hearing of the U.S. Court and the Canadian Court.

The Nortel Parties could not agree upon a protocol which would
govern the allocation process.  The Nortel Parties engaged in
lengthy discussions, including comprehensive settlement
discussions, and two rounds of mediation. The most recent
mediation with The Honorable Warren K. Winkler, Chief Justice of
Ontario, Canada serving as the mediator ended without resolution
despite the Chief Justice's expertise and hard work. The
termination of the mediation led to the matter coming back before
the Courts.

The Joint Administrators argue that the Nortel Parties agreed to
arbitration, that the IFSA reflects that agreement and that
arbitration is the only practical and efficient procedure.  The
Joint Administrators maintain that the Nortel Parties understood
from the time they negotiated the IFSA that the allocation of
proceeds would be decided in a private, transnational arbitration
proceeding.

The Joint Administrators further argue that: (1) the Joint Motion
is improper from a procedural standpoint, because the Court can
grant the relief only in an adversary proceeding; (2) the intent
to submit the matter to arbitration can be gleaned from its
content, or the IFSA is sufficiently ambiguous, particularly the
term "dispute resolvers," to require the Court to consider
extrinsic evidence; (3) the IFSA created an enforceable promise to
negotiate in good faith for an Interim Sales Protocol which the
U.S. Debtors and the Canadian Debtors failed to honor; (4) the
Nortel Parties reached an understanding calling for arbitration;
(5) the Court lacks jurisdiction over the EMEA Debtors; and (6)
judicial proceedings are highly impractical, creating the
possibility of deadlock between the Court and the Canadian Court
and parallel appeal processes.

Judge Gross held, however, that the Nortel Parties agreed in the
IFSA and in the Escrow Agreements that the U.S. Court with the
Canadian Court are the "look to" jurisdictions for resolution of
matters covered in such agreements and that includes allocation.
It is very clear that the Nortel Parties did not agree to
arbitrate.  The Joint Administrators concede the absence of
agreement by arguing that the U.S. Debtors and Canadian Debtors
had an obligation to negotiate the terms of arbitration.

According to Judge Gross, the Court has jurisdiction and the IFSA
is the call for the submission of an allocation protocol, which
will define the procedures for a joint evidentiary hearing to
determine allocation.

"The Court does not hesitate to find that the IFSA, entered into
at arm's length, between sophisticated business people,
represented by highly capable lawyers, unambiguously states the
agreement that the Courts retain jurisdiction to resolve
allocation disputes," Judge Gross said.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.


OHIO WATER: Fitch Assumes Unrated Borrowers to be in 'B' Category
-----------------------------------------------------------------
Fitch Ratings assigns an 'AA+' rating to the following bonds
issued by the Ohio Water Development Authority (OWDA or the
authority) through its community assistance program (CAP):

-- Approximately $12.4 million water development refunding revenue
   bonds, community assistance series 2013 (federally taxable).

In addition, Fitch affirms its 'AA+' on the following bonds:

-- Approximately $113 million in outstanding water development
   revenue bonds.

The Rating Outlook is Stable.

SECURITY

The refunding bonds (and all parity bonds) are secured by borrower
loan repayments, a debt service reserve fund, surplus fund,
construction fund, and interest earnings. In addition, OWDA
covenants to use available moneys in the unrestricted account of
the cross-collateralization fund (CCF) to cure program
deficiencies, on a subordinate basis, if necessary.

KEY RATING DRIVERS

SUFFICIENT DEFAULT TOLERANCE: Fitch's cash flow modeling
demonstrates that the program can continue to pay bond debt
service even with loan defaults equal to Fitch's 'AA' liability
default hurdle, as produced using Fitch's Portfolio Stress
Calculator (PSC).

STRONG PROGRAM MANAGEMENT: OWDA's established loan underwriting
criteria and solid portfolio monitoring efforts have contributed
to the strong loan performance despite the speculative credit
quality of the borrowers. To date, only one pledged borrower has
experienced a default and was subsequently de-pledged from the
portfolio.

MODERATELY DIVERSE POOL: The combined pledged loan pool is
moderately diverse in comparison to similar municipal pools rated
by Fitch. The pool consists of about 190 borrowers. The largest
participant, Ottawa County (water and sewer system debt not rated
by Fitch), represents 7.7% of the total portfolio.

BORROWERS MOSTLY WEAKER CREDITS: Fitch's analysis considered the
nature of the program which functions primarily to service
communities for whom it would be an economic hardship to finance
projects at market interest rates. To account for the likely lower
credit quality of the borrowers, Fitch assumed unrated borrowers
to be in the 'B' category in its model analysis as opposed to the
'BB' for other municipal pools.

RATING SENSITIVITIES

LOWER STRESS PERFORMANCE: Deterioration in structural enhancement
resulting in default tolerance levels below Fitch's 'AA' stress
hurdle could put downward pressure on the rating. The Stable
Outlook reflects Fitch's view that such deterioration is unlikely
to occur.

CREDIT PROFILE

The OWDA was created in 1968 and administers other revolving loan
programs similar to the CAP, including clean water, safe water,
pure water, and fresh water programs. The CAP, formerly known as
the 'hardship program' because of its service to communities
unable to finance projects at market interest rates, was
established in 1983. The CAP was initially funded with amounts
derived from various surplus funds under prior programs.

FINANCIAL STRUCTURE EXHIBITS SUFFICIENT DEFAULT TOLERANCE

Semi-annual debt service coverage, which includes pledged loan
repayments divided by debt service on the revenue bonds is
projected to be a minimum of 1.05x. However, this excludes
additional coverage provided by amounts in the surplus, the debt
service reserve, the construction funds, the Build America Bonds
subsidy, and amounts provided by releases to the unrestricted CCF.
All-in coverage of debt service including loan repayments, surplus
funds, debt service reserves, and construction fund amounts is
approximately 1.8x.

Cash flow modeling demonstrates that the program can continue to
pay bond debt service even with hypothetical loan defaults of 100%
over any four year period. This is in line with Fitch's 'AA'
liability default hurdle as produced by the PSC, which is derived
from the overall pool credit quality as measured by the rating of
underlying borrowers, size, loan term, and concentration.

Fitch assigned internal credit opinions to the top 33% of the
borrower pool in accordance with Fitch's criteria. Fitch assumed
other unrated borrowers to be in the 'B' category, which was
roughly consistent with the average credit opinions assigned to
the top 33%. Fitch's criteria states that the floor rating for
unrated borrowers will be assessed at 'BB' unless program
borrowers are perceived to have a lower average credit rating,
which is the case with the CAP pool.

BORROWER POOL IS MODERATELY DIVERSE

The overall composition of the CAP loan portfolio is largely
similar to the composition during Fitch's last review in December
2012. The portfolio now has 191 borrowers, up from 132 borrowers
in 2007. The top 10 borrowers represent 30.2% of the pledged loan
pool, down from 45.6% in 2005 and 58.6% in 1997. Ottawa County,
the largest borrower in the portfolio, represents 7.7% of the
pledged loan principal, down from 12.4% in 2007. Fitch views the
changes in portfolio diversity over time as a credit positive, as
diverse portfolios tend to spread credit risk and therefore reduce
portfolio loss and volatility over time. As such, Fitch's PSC
model stresses reflect a more diverse portfolio in the form of
lower default hurdles.

Most of the CAP borrowers' water or sewer system debt obligations
are not publically rated. Also, CAP loans provided to borrowers
are generally secured by water and/or wastewater utility revenue
pledges, which are generally considered strong pledges. However,
due to the hardship nature of the program, such revenue pledges
may not be as stable in comparison to publically rated utilities.
Nevertheless, the loan portfolio is well seasoned, with a strong
repayment history.

STRONG PROGRAM MANAGEMENT AND UNDERWRITING

The authority is governed by eight board members, five of whom are
gubernatorial appointees, subject to state senate confirmation for
staggered eight-year terms. The current executive director has
served in this position since 1988.

The authority underwrites subsidized loans generally with interest
rates in the 1%-2% range. Certain criteria must be met to secure
financing under the program, including: borrowers must prove that
conventional financing for public water supply projects would
result in economic hardship to the community; borrowers must meet
Safe Drinking Water or Clean Water Act requirements; and the
projected annual cost per residential utility system user must be
over certain Ohio Environmental Protection Agency (EPA)
affordability criteria.

Since program inception in 1983, only one pledged borrower (the
city of Sparta, which represented less than 1% of the portfolio)
has defaulted on a loan payment. Sparta's loan has since been de-
pledged from the CAP portfolio as allowed under the trust
agreement. The solid performance of the pool is attributable to
OWDA's established loan underwriting criteria and portfolio
monitoring efforts.

AVAILABLE RESERVES PROVIDE ADDITIONAL STRUCTURAL ENHANCEMENT

Loan repayments exceeding the amounts needed to pay debt service
and fund the debt service reserve will be deposited in the CAP
surplus fund. If amounts are insufficient to pay CAP debt service,
surplus fund deposits will first be used to cure such
deficiencies. After two years, proceeds may be used by the
authority for any lawful purpose. The surplus fund balance
currently stands at $3.1 million.

Additional bondholder protection is provided by the CAP debt
service reserve fund. The debt service reserve is required to be
maintained at maximum annual debt service (MADS) on all parity
bonds. Investment income on the reserve provides additional debt
service coverage. Amounts in the reserve fund will be drawn upon
depletion of the surplus fund. The DSRF balance currently stands
at $12.7 million.

Bond proceeds are deposited in the CAP construction fund and
provide the moneys necessary to make loans to local governments
that will finance water, wastewater, and sewerage projects. In
2005, OWDA amended its 1997 trust agreement by pledging the
unencumbered account of the construction fund to CAP bondholders.
Amounts in the construction fund will be drawn upon depletion of
the debt service reserve fund. The construction fund balance
currently stands at $20.4 million, including $10.5 million
unencumbered and immediately available to the CAP.

Fitch assumed in its analysis that the full encumbered
construction fund balance was loaned to borrowers, and therefore
conservatively subjected the amounts to stresses in Fitch's cash
flow model. Because it is pledged and immediately available to
bondholders, the unencumbered construction fund balance was given
full credit in the form of additional reserves.

CROSS-COLLATERALIZATION FUND ADDS TERTIARY PROTECTION

Security enhancement is also provided by a subordinate lien on
surplus revenues released from the authority's unrestricted
account of the CCF established under OWDA's 1995 fresh water
program. The CCF is now supplied with moneys released after two
years from the authority's CAP, pure water, safe water, clean
water, and fresh water surplus funds.

If moneys from the unrestricted CCF are not needed to cure
deficiencies in any senior or parity fresh water programs, the CCF
is available to make up deficiencies in the CAP debt service and
debt service reserve funds. Excess moneys in the unrestricted CCF
are released annually on Dec. 1.

Approximately $35.8 million is available in the CCF fund with
about $5 million unrestricted. Although this amount is pledged to
the CAP, Fitch has not applied credit to these amounts in its
model analysis although it recognizes it as an added strength.

The authority also jointly administers the federally authorized
wastewater and drinking water programs with Ohio EPA. OWDA has
administered loans totaling more than $8 billion of financing for
more than 4,000 water and sewer projects throughout 88 counties,
under various programs to entities.


OVERSEAS SHIPHOLDING: Kythnos Files Assets & Debts Schedules
------------------------------------------------------------
Kythnos Chartering Corporation, an affiliate of Overseas
Shipholding Group, Inc., filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property
B. Personal Property     $55,552,504.56
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                         $0.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $15,204,958.11
                         --------------          --------------
TOTAL                    $55,552,504.56          $15,204,958.11

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OVERSEAS SHIPHOLDING: Leo Tanker Files Assets & Debts Schedules
---------------------------------------------------------------
Leo Tanker Corporation, an affiliate of Overseas Shipholding
Group, Inc., filed with the U.S. Bankruptcy Court for the District
of Delaware its schedules of assets and liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property
B. Personal Property     $22,868,044.04
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                         $0.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $23,811,908.87
                         --------------          --------------
TOTAL                    $22,868,044.04          $23,811,908.87

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OVERSEAS SHIPHOLDING: Leyte Product Files Assets, Debts Schedules
-----------------------------------------------------------------
Leyte Product Tanker Corporation, an affiliate of Overseas
Shipholding Group, Inc., filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property
B. Personal Property     $65,882,092.86
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                $41,668,186.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $25,298,532.72
                         --------------          --------------
TOTAL                    $65,882,092.86          $66,966,718.72

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OVERSEAS SHIPHOLDING: Limar Charter Files Assets, Debts Schedules
-----------------------------------------------------------------
Limar Charter Corporation, an affiliate of Overseas Shipholding
Group, Inc., filed with the U.S. Bankruptcy Court for the District
of Delaware its schedules of assets and liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property
B. Personal Property     $13,278,690.81
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                         $0.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $26,422,888.19
                         --------------          --------------
TOTAL                    $13,278,690.81          $26,422,888.19

                     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.


PACIFIC THOMAS: Court Allows Cash Collateral Use to Pay Fees
------------------------------------------------------------
The Hon. M. Elaine Hammond of the U.S. Bankruptcy Court for the
Northern District of California has granted Kyle Everett, the
Chapter 11 Trustee in the bankruptcy case of Pacific Thomas
Corporation, permission to use the cash collateral of Bank of the
West, Summit Bank, Private Capital Investments, and Private
Mortgage Fund LLC.

The Trustee will use the cash collateral to pay the fees,
expenses, and taxes totaling $11,916.67 of the U.S. Trustee, tax
collector Donald R. White, Pacific Gas and Electric, East Bay MUD,
Waste Management, and Cbeyond.

The Trustee said in a Chapter 11 status conference statement filed
on Feb. 26, 2013, that he will meet with counsel to the Debtor's
secured creditors to address the use of cash collateral.  The
Trustee stated that he has communicated with the secured creditors
to discuss the status of cash collateral accounts, and the lack of
cooperation from Pacific Trade Ventures, the purported manager,
and the Debtor to obtain detailed information as to both the
payments that were made by PTV to the Debtor for tenant rents as
well as payments from tenants to PTV.  The Trustee said that he
continues to investigate the nature of funds deposited by PTV
directly into the Debtor's operating account.  The Trustee has
highlighted to the secured creditors the accounts payable that
must be paid in the near term, including quarterly fees to the
U.S. Trustee and property taxes.  The Trustee said that he is
focused on negotiating cash collateral stipulations with the
secured creditors.

                    About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C.  The petition was
signed by Jill V. Worsley, COO, secretary.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.


PATRIOT COAL: Creditors May Take Part in Labor Hearing
------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a Missouri
bankruptcy judge agreed Friday to allow creditors, like U.S. Bank
NA, that aren't directly affected by whether Patriot Coal Corp.
modifies its obligations to a miner's union to have a say during
an upcoming hearing over labor issues in the company's bankruptcy
case.

According to the report, the hearing, which is scheduled to begin
April 29, will address concessions the company is asking of its
union workforce, specifically the United Mine Workers of America.
Patriot claims it needs to slash $150 million in annual benefits
and other labor benefits, the report related.

                        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.


PEMCO WORLD: Settles Workers' WARN Act Suit
-------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that bankrupt
aircraft parts and maintenance company Pemco World Air Services
Inc. agreed Tuesday to pay nearly $375,000 to the roughly 500
workers who say they were laid off in August without adequate
notice.

According to the report, Pemco was hit with a suit over the
terminations Aug. 3, the same day it let go of 494 employees at
its Tampa, Fla., facilities, with the workers claiming they didn't
receive the 50 days notice of layoffs required by the Worker
Adjustment and Retraining Notification Act.

                         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.


PHIL'S CAKE: Amended Plan Says SCB Loans to Be Paid in 6 Years
--------------------------------------------------------------
Phil's Cake Box Bakeries, Inc., filed with the Bankruptcy Court an
amended disclosure statement for the Debtor's Amended Plan of
Reorganization dated April 4, 2013.

The Plan provides for the payment of claims from the continued
business operations of the Debtor.

Secured creditor Southern Commerce Bank will retain its liens on
the SCB Real property collateral and its line of credit will
become a term loan facility that will mature on the 6th
anniversary of the Effective Date of the Plan, with monthly
interest and principal payments based on a ten-year amortization.
The Federal Deposit Insurance Corp.'s claim will be treated
consistent with the "FDIC Surrender Order."  Holders of unsecured
claims will be paid their pro rata share of the unsecured creditor
distribution fund, which will be in the amount of $250,000 and the
reorganized Debtor will make deposits to the fund in 5 equal
annual installments, beginning one year from the Effective Date.
Interests in the Debtor will be deemed cancelled.

A copy of the Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/phil'scake.doc222.pdf

                  Disclosure Statement Objection

Prior to the filing of the latest amendments, Southern Commerce
Bank submitted its objections to the Disclosure Statement filed
Feb. 20, 2013, saying that the Disclosure Statement fails to
provide "adequate information" as defined in 11 U.S.C. Sec. 1125,
and that because it does not contain adequate information,
Southern Commerce can't make an informed judgment about the Plan.

Guy G. Gebhardt, the Acting United States Trustee for Region 21,
also objected to the February 20 disclosure statement, citing that
Article 11 of the Plan contains broad non-debtor third party
release and exculpation provisions, which also release and
exculpate professionals.  Additionally, according to Mr. Gebhardt,
Article 11 also states:  "Any ballot voted in favor of the plan
shall act as consent by the creditor casting such ballot to this
exculpation from liability provision.  Moreover, any creditor who
does not vote in favor of the plan must file a civil action in the
bankruptcy court asserting any such liability within thirty (30)
days following the effective date or such claims shall be
forever barred."

Mr. Gebhardt, in his objection, says that: "The Debtor must
demonstrate that any non-debtor release is fair and necessary,
using the factors outlined in In re Transit Group, Inc., 286 B.R.
811, 817 (Bankr M.D. Fla. 2002).  Further, releases and
exculpation provisions in favor of legal professionals may also
present certain ethical issues under the Rules of Professional
Conduct.  Accordingly, the language of Article 11 of the Plan in
favor of Professionals (non-debtor third-parties) should be
disallowed."

                      About Alessi's Bakeries

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

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

In its schedules, the Debtor disclosed $12,51,516.10 I assets and
$14,593,951.65 in liabilities.

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

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


PINNACLE AIRLINES: Tenn. Tax Agency, et al. Oppose Plan Approval
----------------------------------------------------------------
The Tennessee Department of Revenue is blocking court approval of
Pinnacle Airlines Corp.'s proposed Chapter 11 plan of
reorganization.

In an April 9 filing, the Tennessee Department of Revenue, which
filed claims for priority taxes, asked U.S. Bankruptcy Judge
Robert Gerber to strike any language in the proposed plan that
attempts to limit or enjoin the rights of the agency to collect
tax debts.

The proposed plan also drew flak from Grapevine-Colleyville ISD,
Tyler ISD and tax authorities in the state of Texas.

The public school districts said they object to confirmation of
the restructuring plan to the extent it provides for payment to
creditors of lower priority prior to the payment in full of their
secured tax claim.

For their part, the Texas tax authorities represented by the law
firm of Linebarger Goggan Blair & Sampson, LLP said the plan
should not be confirmed unless it provides for their liens for
prepetition and post-petition taxes to remain on their collateral
until the claims are paid in full.

                       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.


PINNACLE FOODS: Moody's Upgrades CFR to 'B1' After IPO Launch
-------------------------------------------------------------
Moody's Investors Service upgraded the credit ratings of Pinnacle
Foods Finance LLC, including its Corporate Family Rating to B1
from B2, and senior unsecured debt ratings to B3 from Caa1. In
addition, the senior secured ratings were confirmed at Ba3 and the
Speculative Grade Liquidity Rating was affirmed at SGL-2. Moody's
also revised the ratings outlook to positive.

This action concludes the ratings review for upgrade than began on
March 28, 2013 following the launch of Pinnacle's initial public
offering (IPO) of its common stock.

Rationale For Ratings Upgrade

The ratings upgrade primarily reflects the significant decline in
financial leverage resulting from Pinnacle's successful IPO last
week that raised $667 million, all of which by April 15th will be
used make permanent reductions to its outstanding debt.

Pinnacle's B1 Corporate Family Rating reflects the company's
portfolio of mature brands in the frozen and shelf-stable food
categories that generate relatively stable operating performance,
albeit with limited growth potential. Moreover, Pinnacle competes
directly against food companies with greater scale, capital
resources and pricing power. The rating also reflects elevated
event risk related to Pinnacle's still concentrated 68% ownership
by private equity firm, The Blackstone Group ("Blackstone"), and
its greater capacity to pursue mergers and acquisitions as a
public company.

Moody's estimates that as a result of the IPO-related debt
reductions, the food company's proforma debt/EBITDA leverage will
decline to approximately 4.7 times from 6.2 times prior to the
IPO. Moody's expects modest improvement in profit margins in the
coming year, driven by ongoing supply chain initiatives and
moderating cost inflation. However, free cash flow will likely
fall due to the newly instituted quarterly common stock dividend.

"Because the approximate $55 million in cash interest savings will
be more than offset by $80 million in annual cash dividends,
Pinnacle's cash flow will likely be weaker than before the IPO,"
commented Brian Weddington, Moody's Senior Credit Officer.

"However, the deleveraging that Pinnacle has already achieved,
along with modest growth in future operating profits should
eventually move Pinnacle's credit metrics into a range that could
warrant another upgrade," added Weddington.

This possibility is reflected in the positive outlook.

Pinnacle Foods Finance LLC:

Ratings Upgraded

Corporate Family Rating to B1 from B2;

Probability of Default Rating to B1-PD from B2-PD;

$465 million 9.25% senior unsecured notes due April 2015 to B3
from Caa1 (to be redeemed);

$400 million 8.25% senior unsecured notes due September 2017 to
B3 from Caa1.

Ratings Confirmed

$150 million senior secured revolving loan expiring April 2017 at
Ba3;

$41 million senior secured Term Loan B due April 2014 at Ba3;

$638 million senior secured Extended Term Loan B due October 2016
at Ba3;

$398 million senior secured Term Loan E due October 2018 at Ba3;

$449 million proposed senior secured Term Loan F, due 2018 at
Ba3.

Ratings Affirmed

SGL rating at SGL-2.

LGD Rates To Be Revised

LGD senior secured bank credit facilities to LGD3 - 40% from LGD3
- 32%;

LGD senior unsecured debt to LGD6 - 90% from LGD5 - 86%.

On March 28, 2013, Pinnacle sold 29 million common shares at $20
per share raising approximately $580 million, and raised $87
million more when the underwriters exercised their green shoe
option to purchase up to 4.35 million additional shares. By April
15, 2013 Pinnacle will have used all of the net proceeds from the
IPO to redeem $465 million of 9.25% senior unsecured notes due
April 2015 and to repay $202 million of its $243 million Term Loan
B due April 2014.

After applying the Loss Given Default methodology to assess the
relative risk of Pinnacle's debt instruments, Moody's upgraded the
senior unsecured debt instrument ratings by one notch to B3;
however, the senior secured debt instrument ratings remained at
Ba3, reflecting the higher proportion of secured debt in the debt
capital structure following the redemption of the 9.25% unsecured
notes due 2015.

A ratings upgrade could occur if Moody's believes that Pinnacle is
likely to reduce debt to EBITDA to below 4.0 times. Conversely,
ratings could be lowered if weak operating performance or a
leveraged acquisition causes Pinnacle's debt/EBITDA to rise above
6.0 times.

Corporate Profile

Headquartered in Parsippany, New Jersey, Pinnacle Foods Finance
LLC -- through its wholly-owned operating company, Pinnacle Foods
Group -- manufactures and markets branded convenience food
products in the US and Canada. Its brands include Birds Eye,
Voila, Hungry-Man and Swanson frozen dinners, Vlasic pickles, Mrs.
Paul's and Van de Kamp's frozen prepared sea food, Aunt Jemima
frozen breakfasts, Log Cabin and Mrs. Butterworth's syrup and
Duncan Hines cake mixes. Annual net sales are approximately $2.5
billion. Pinnacle Foods Finance LLC is controlled by investment
funds associated with or designated by The Blackstone Group, which
following the IPO owns approximately 68% of the common shares.

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


PINNACLE FOODS: S&P Raises Corporate Credit Rating to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Parsippany, N.J.-based Pinnacle Foods Finance LLC and
its operating subsidiaries to 'B+' from 'B' and removed the rating
from CreditWatch with positive implications, where it had been
placed on April 1, 2013 following the company's pricing of its IPO
and stated plans to repay $202 million of the unextended term loan
B due 2014 and $465 million senior notes due 2015 with the
proceeds.  S&P also raised the existing senior secured facilities
ratings to 'BB' from 'B+'.  The recovery rating was revised to '1'
from '2', reflecting the company's senior secured debt reduction.
S&P also raised the issue-level ratings on the outstanding senior
notes to 'B-' from 'CCC+'.  The recovery rating remains '6.'  The
outlook is stable.

S&P assigned a 'B+' corporate credit rating to the new parent
company Pinnacle Foods Inc.

In addition, S&P assigned a 'BB' issue-level rating to the
company's proposed new $1.58 billion term loan G due 2020.  The
recovery rating for the facility is '1', indicating S&P's
expectation for very high (90% to 100%) recovery in the
event of a payment default.

"The rating upgrade reflects the company's improved financial risk
profile," said Standard & Poor's credit analyst Bea Chiem.

S&P understands that proceeds of the proposed term loan G will
refinance the company's existing outstanding term loans B, E, and
F and cover fees and expenses.

U.S.-based Pinnacle Foods Inc., the newly created parent company
of currently rated Pinnacle Foods Finance LLC, closed on its IPO
on April 3, 2013.  The company received net proceeds of
$667 million.  Pinnacle used proceeds along with cash on hand to
repay debt.


PINNACLE OPERATING: S&P Assigns 'B' CCR & Rates $350MM Loan 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Pinnacle Operating Corp. (Pinnacle).
The outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating and '4'
recovery rating to Pinnacle's $350 million senior secured first-
lien term loan maturing in 2018.  The '4' recovery rating
indicates S&P's expectation of average (30%-50%) recovery in the
event of a payment default.

S&P also assigned a 'CCC+' issue rating and '6' recovery rating to
the company's $125 million senior secured second-lien term loan
maturing in 2019.  The '6' recovery rating indicates S&P's
expectation of negligible (0%-10%) recovery in the event of a
payment default.

Pinnacle used proceeds from the term loans as well as from an
unrated $300 million revolving asset-based lending (ABL) facility
maturing in 2017 and $300 million in common equity to purchase
Mississippi-based agriculture input supply and distribution
company Jimmy Sanders Inc. Pinnacle, an affiliate of Apollo Global
Management LLC (Apollo), acquired Jimmy Sanders for about
$850 million, including fees and expenses, a seasonal working
capital adjustment, and the repayment of Jimmy Sanders'
outstanding debt.

"The ratings reflect our assessment of Pinnacle's business risk
profile as weak and its financial profile as highly leveraged
under our criteria," said Standard & Poor's credit analyst Cynthia
Werneth.

The company distributes seeds, fertilizers, and crop chemicals and
provides agricultural services such as field mapping, soil
sampling, and yield analysis.  Pinnacle's operations consist of
more than 80 retail locations in a 12-state area in the mid-south
region of the U.S. Pinnacle's strategy is to develop a national
agricultural input distribution network.

The outlook is stable.  Despite seasonal fluctuations in earnings
and cash flow, and the potential that Pinnacle will likely
continue to make small debt-financed acquisitions, S&P expects
credit metrics to remain in a range appropriate for the ratings,
including FFO to debt of about 10% and debt to EBITDA in the 5x-
5.5x range.  S&P could lower the ratings if earnings and cash flow
fail to meet expectations, or if acquisitions stretch the balance
sheet or liquidity.  This could occur, for example, if sales
stagnated and EBITDA margins fell below 9% with no prospects for
improvement.  S&P believes this would cause leverage to exceed 6x.

On the contrary, S&P could raise the ratings slightly during the
next few years if Pinnacle establishes a track record of reliable
earnings and cash flow, finances acquisitions in a balanced manner
and is able to integrate them well, maintains prudent commodity
risk management and adequate liquidity, and generates FFO to debt
above 12% and debt to EBITDA below 5x on a sustainable basis.  To
achieve this level of improvement with its current capital
structure, S&P believes the company will have to grow its top line
about 5% from projected levels and achieve and maintain EBITDA
margins near 11%.


POINT CENTER: Has Court's Nod to Use Cash Collateral Until May 22
-----------------------------------------------------------------
The Hon. Theodor C. Albert of the U.S. Bankruptcy for the Central
District of California has approved on an interim basis Point
Center Financial, Inc.'s stipulation with Pacific Mercantile Bank,
allowing the use of collateral for the purpose of funding
reasonable and necessary operating expenses.

The hearing on the Stipulation with PMB is set for May 22, 2013,
at 10:00 a.m.

As reported by the Troubled Company Reporter on March 26, 2013,
PMB is owed $9.215 million for secured loans provided to the
Debtor.  It signed a stipulation that allows the Debtor use cash
collateral to fund ongoing costs until May 31, 2013.

As a condition to PMB's consent to the use of Cash Collateral,
(i) the Debtor will pay $60,146.02 to PMB for each calendar month
from the date of this Stipulation until the Termination Date;
(ii) the Debtor will deposit any funds derived from the operation
of its business in excess of the amounts used to pay approved
expenses and monthly payments to PMB into a segregated debtor-in-
possession account; and (iii) to the extent of any diminution in
value of PMB's pre-petition collateral, the Debtor grants PMB
replacement liens upon and security interests in all
of the Debtor's acquired assets.

                        About Point Center

Point Center Financial, Inc., a hard money lender, filed a Chapter
11 petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa Ana,
California, on Feb. 19, 2013.  The Debtor estimated assets in
excess of $10 million and liabilities in excess of $50 million.
The formal schedules of assets and liabilities and the statement
of financial affairs are due March 5, 2013.

The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.

From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing.  There were a total of only four foreclosed properties
("REOs") as of 2006.  In comparison, between 2007 and 2012, there
were 60 foreclosure sales.

The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.

The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.


POINT CENTER: Taps Jeffrey Benice as Special Litigation Counsel
---------------------------------------------------------------
Point Center Financial, Inc., has sought permission from the U.S.
Bankruptcy for the Central District of California to employ the
Law Offices of Jeffrey Benice as special litigation counsel.

The Debtor requires the services of the Firm to represent the
Debtor in these litigation matters:

      1. Lloyd Charton et al. v. National Financial Lending, LLC,
         Point Center Financial, Inc., Dan J. Harkey and Diane
         Harkey (consolidated with Point Center v. Cash);

      2. Point Center Financial, Inc. v. First American Title
         Corp. et al.;

      3. Point Center Financial, Inc. v. The Preserve, LLC et al.;

      4. The Preserve, LLC v. Point Center Finanicial, Inc et al.;

      5. Allameh v. Point Center Financial, Inc.;

      6. Brewer et al. v. Point Center Financial Court of Appeal;

      7. Point Center Financial, Inc, v. Cash et al.;

      8. Point Center Financial, Inc. v. Tatum, et al.; and

      9. Point Center Financial, Inc. v. Deep Canyon Holdings, et
         al.

The Firm will be paid at these hourly rates:

         Jeffrey Benice         $495
         William R. Cumming     $250
         Bernard C. Jasper      $250
         Glenn Horan            $250

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

                        About Point Center

Point Center Financial, Inc., a hard money lender, filed a Chapter
11 petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa Ana,
California, on Feb. 19, 2013.  The Debtor estimated assets in
excess of $10 million and liabilities in excess of $50 million.
The formal schedules of assets and liabilities and the statement
of financial affairs are due March 5, 2013.

The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.

From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing.  There were a total of only four foreclosed properties
("REOs") as of 2006.  In comparison, between 2007 and 2012, there
were 60 foreclosure sales.

The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.

The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.


POINT CENTER: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Point Center Financial, Inc., filed with the U.S. Bankruptcy Court
for the Central District of California its schedules of assets and
liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property                  $0.00
B. Personal Property    $109,257,545.16
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                 $9,227,831.11
E. Creditors Holding
   Unsecured Priority
   Claims                                            $35,794.22
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $45,302,491.36
                         --------------          --------------
TOTAL                   $109,257,545.16          $54,566,116.69

A copy of the schedules is available for free at:

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

                        About Point Center

Point Center Financial, Inc., a hard money lender, filed a Chapter
11 petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa Ana,
California, on Feb. 19, 2013.  The Debtor estimated assets in
excess of $10 million and liabilities in excess of $50 million.
The formal schedules of assets and liabilities and the statement
of financial affairs are due March 5, 2013.

The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.

From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing.  There were a total of only four foreclosed properties
("REOs") as of 2006.  In comparison, between 2007 and 2012, there
were 60 foreclosure sales.

The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.

The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.


POSEIDON CONCEPTS: Obtains CCAA Protection Order
------------------------------------------------
Poseidon Concepts Corp. and various affiliates obtained an initial
order from the Alberta Court of Queen's Bench providing creditor
protection under the Companies' Creditors Arrangement Act
(Canada).  Concurrent with the CCAA filing, Dean Jensen and Harley
Winger tendered their resignations as directors to the Company,
the Special Committee was disbanded and Mr. Dawson has resigned as
the Company's Interim CEO.  The Company's Board of Directors is
now comprised of Mr. Scott Dawson and Mr. Neil Richardson.

While under CCAA protection, the Company will continue operating,
under the supervision of a Court- appointed monitor,
PricewaterhouseCoopers Inc., who will be responsible for reviewing
Poseidon's ongoing operations, assisting with the development and
filing of a Plan of Arrangement that is established by the
Company, liaising with creditors and other stakeholders and
reporting to the Court.  The Board of Directors will be primarily
responsible for determining whether a Plan for restructuring the
Company's affairs is feasible.  In addition, the Company has
secured interim financing from a third party lender to finance
Poseidon's working capital requirements and other general
corporate purposes and capital expenditures.  Poseidon has
retained Ernst & Young Orenda Corporate Finance Inc. as its
financial advisor to assist the Company with, among other things,
soliciting and evaluating offers for a transaction involving
Poseidon's business.

As provided for under the Order, the Financial Advisor will
conduct a process to solicit offers for a transaction involving
Poseidon's business, which may include a sale of all of Poseidon's
assets, a reorganization, a recapitalization or a restructuring of
its existing loans.  The process will commence with information
packages describing Poseidon's assets being distributed to
prospective bidders on or about April 10, 2013. Bids will be due
by not later than May 15, 2013.  Unless extended by the Monitor in
consultation with the Financial Advisor, secured creditors,
Interim Lender and Poseidon, a proposed transaction must be
approved by the secured lenders, and close within 30 days of the
Bid Deadline.  The completion of a transaction will be subject to
the satisfaction of a number of conditions, including Court
approval.  Further details regarding the CCAA process will be
available at http://www.pwc.com/car-poseidon

CCAA protection enables the Company to continue operating until
the CCAA status changes.  The implications of this process for the
Company's shareholders is not expected to be known until the end
of the restructuring process.  If Poseidon has not filed a Plan or
obtained an extension of the CCAA protection by May 9, 2013,
creditors and others will no longer be stayed from enforcing their
rights.  Poseidon will be taking steps to have the Court's CCAA
Order recognized in the United States.

As previously announced in its February 14, 2013 press release,
the Special Committee (along with its advisors) has continued its
review and assessment of, among other things, the Company's public
disclosure of its financial results.  This included the review and
assessment of the Company's financial statements for the year-
ended December 31, 2011.  Based upon the investigation by the
Special Committee, questions have arisen with respect to the
recorded revenues in the 2011 Annual Financials.  At this time, it
is uncertain whether or not a restatement of the 2011 Annual
Financials is required.

Headquartered in Calgary, Canada, Poseidon Concepts Corp.,
formerly Open Range Energy Corp., is an oil and natural gas
service and supply company.  Poseidon had 170 tanks deployed
across North America as of September 2011.  Its modular fracturing
fluid tanks are deployed at unconventional oil and natural gas
plays across North America, from the Eagle Ford in Texas to the
Bakken in North Dakota to the Montney in northeast British
Columbia.  Its products include Atlantis, Poseidon and Triton.


POWERWAVE TECHNOLOGIES: Obtains $5MM DIP Loan, Extends Sale Dates
-----------------------------------------------------------------
Powerwave Technologies, Inc., sought and obtained interim
authority from the U.S. Bankruptcy Court for the District of
Delaware to obtain a $5 million senior secured priming term loan
credit facility extended by its senior lender, P-Wave Holdings,
LLC, allowing the Debtor to extend key dates associated with its
ongoing efforts to sell its assets.

In the emergency motion, the Debtor said it requires immediate
access to working capital to fund and support ordinary business
expenditures, including payroll and employee benefits, rent,
utilities, and other overhead expenses, while at the same time
marketing substantially all of its assets.  The Debtor also said
that without immediate and uninterrupted access to adequate
financing, it will not have sufficient liquidity to sustain
ordinary business operations and would be forced to consummate a
sale of its assets on an extremely expedited timeline or otherwise
liquidate to the detriment of its creditors and estate.

Moreover, the Debtor said receiving access to the DIP Facility
will provide it with the vital liquidity it needs to sustain
ordinary business operations pending extending the sale process
deadlines, to which the DIP Lender has consented.  The extended
sale dates are the following:

   May 8, 2013      - Deadline to file objections to the sale

   May 9, 2013      - Deadline to submit bids

   May 13, 2013     - Auction for the Powerwave Assets if the
                      Debtor receives a Qualified Bid

   May 15, 2013     - Hearing to consider approval of sale of the
                      Powerwave Assets

P-Wave will be granted valid priming first priority perfected
liens, subject to a Carve-Out, on substantially all of the
Debtor's assets and a superpriority administrative claim in
respect of the DIP Obligations, subject only to the Carve-Out.

The Debtor is also authorized to access the cash collateral in
which P-Wave has an interest.  P-Wave is granted certain adequate
protection, including, adequate protection liens and superpriority
claims for the use of the Cash Collateral.  The Cash Collateral
will be used in accordance with a Budget, a full-text copy of
which is available for free at:

         http://bankrupt.com/misc/POWERWAVEbudget0409.pdf

The DIP Facility will mature on the earliest of: (1) the effective
date of a plan of reorganization or liquidation in the case, (2)
May 3, 2013; or (3) the date of termination of P-Wave?s consent to
use the Cash Collateral and the DIP Facility.

The DIP Facility accrues at a rate equal to 16.0% per annum,
payable monthly in cash.  Upon the occurrence and during the
continuance of an "Event of Default" under the DIP Agreement,
interest will accrue on the outstanding amount of the obligations
thereunder and will be payable on demand at 2.0% per annum above
the ordinary interest rate.

"Carve Out" means: (1) allowed administrative expenses for fees
required to be paid to the Clerk of the Court and to the Office of
the United States Trustee, plus interest; (2) professional fees
and expenses incurred by professionals retained by the Debtor and
the Official Committee of Unsecured Creditors, which will not
exceed $100,000 in the aggregate unless otherwise agreed to by P-
Wave in its reasonable discretion; and (3) any Monthly Fee and
Transaction Fees due and payable to Houlihan Lokey Capital, Inc.,
as investment banker.

In accordance with the DIP Documents, the Debtor will pay a DIP
Agency Fee of $100,000 and a DIP Closing Fee of $400,000, fully
earned on the DIP Facility closing date and due and payable to the
DIP Agent on the earliest to occur of (i) the occurrence and
continuance of any Event of Default, (ii) an Exit Transaction and
(iii) the Maturity Date.

A hearing to consider final approval of the motion will be held on
April 23, 2013, at 11:30 a.m.  Objections are due April 22.

                  About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Cal., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.

Prepetition secured lender, P-Wave Holdings LLC, is represented by
Martin A. Sosland, Esq., and Joseph H. Smolinsky, Esq., at Weil
Gotshal & Manges LLP; and Mark D. Collins, Esq., and John H.
Knight, Esq., at Richards Layton & Finger.

The Official Committee of Unsecured Creditors has retained Sidley
Austin LLP; Young Conaway Stargatt & Taylor LLP; and Zolfo Cooper,
LLC.


POWERWAVE TECHNOLOGIES: Hires Houlihan Lokey as Investment Banker
-----------------------------------------------------------------
Powerwave Technologies, Inc., sought and obtained authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Houlihan Lokey Capital, Inc., as investment banker, nunc pro tunc
to March 20, 2013.

Houlihan Lokey will be paid a monthly fee of $100,000, which will
be credited against a transaction fee if "AGC" as the term is
defined in the engagement letter between the Debtor and Houlihan
Lokey is less than $30 million: 100% of the monthly fees will be
credited against the transaction fee; and if AGC is greater than
or equal to $30 million: 50% of the monthly fees, beginning with
the fourth monthly fee, will be credited against the transaction
fee.

In addition, Houlihan Lokey will be paid a restructuring
transaction fee of $850,000; and a sale transaction fee to be
calculated as follows:

   * If AGC is less than an amount equal to the sum of (i) the
     prepetition principal amount outstanding the Credit Facility
     with the Secured Lenders; plus (ii) any accrued interest due
     on the prepetition date; plus (iii) the principal amount of
     any incremental postpetition advances provided by the Secured
     Lenders or any other third parties: $500,000;

   * If AGC is greater than or equal to the Minimum Fee Threshold:
     $850,000, plus:

        -- for AGC from $50 million to $70 million: 2% of the
           incremental AGC, plus

        -- for AGC from $70 million to $90 million: 3% of the
           incremental AGC, plus

        -- for AGC greater than $90 million: 4% of the incremental
           AGC.

In addition to the other fees, upon the consummation of any
financing transaction, the firm will be paid a cash fee in an
amount to be determined in good faith negotiation and mutually
agreed upon in writing between the Debtor and the firm.

In addition, the firm will be reimbursed for any reasonable out-
of-pocket expenses.

The firm assured the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtor and its
estates.

According to court papers, the approval of the Debtor's
application to employ Houlihan Lokey is a milestone in the DIP
Agreement between the Debtor and its senior lender, P-Wave
Holdings, LLC.  The DIP Agreement requires that an order approving
the Debtor's employment of Houlihan Lokey be entered no later than
April 11, 2013.

                  About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Cal., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.

Prepetition secured lender, P-Wave Holdings LLC, is represented by
Martin A. Sosland, Esq., and Joseph H. Smolinsky, Esq., at Weil
Gotshal & Manges LLP; and Mark D. Collins, Esq., and John H.
Knight, Esq., at Richards Layton & Finger.

The Official Committee of Unsecured Creditors has retained Sidley
Austin LLP; Young Conaway Stargatt & Taylor LLP; and Zolfo Cooper,
LLC.


PREMIER PAVING: Has Court's Nod to Use Cash Collateral Until May 1
------------------------------------------------------------------
The Hon. Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado has granted Premier Paving Inc. authorization
to use cash collateral until May 1, 2013.

As reported by the Troubled Company Reporter on March 21, 2013,
sought court authorization to use cash collateral in order to pay
necessary operating expenses.  Wells Fargo Bank, N.A., which
asserts claims of $6.5 million for loans provided prepetition, may
have a secured lien position on the Debtor's funds and revenues
that constitute cash collateral.

In a court filing dated April 1, 2013, the Debtor said that since
September 2012, the Debtor and Wells consented to the continued
use of cash collateral on a monthly basis, pursuant to the nearly
identical terms and budget of the stipulation of cash collateral
use with the previous agreement expiring April 1, 2013.

A copy of the stipulation that extends the cash collateral use
until May is available for free at:

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

                        About Premier Paving

Denver, Colorado-based Premier Paving Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control.  Premier Paving also owns and operates an asphalt
plant.

Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012.  Judge Michael E. Romero
presides over the case.  Lee M. Kutner, Esq., at Kutner Miller
Brinen, P.C., serves as the Debtor's counsel.  In its petition,
the Debtor estimated up to $50 million in assets and debts.  The
petition was signed by David Goold, treasurer.

The Official Unsecured Creditors Committee is represented by
Onsager, Staelin & Guyerson, LLC.

The secured lender, Wells Fargo Bank N.A., is represented by
Douglas W. Brown, Esq., at Brown, Berardini & Dunning P.C.

The Debtor filed its Plan, along with its Disclosure Statement, on
Oct. 31, 2012.  There's a hearing Feb. 25 at 3:00 p.m. on the
Disclosure Statement.

Early in December, the Debtor won Court permission to employ
Pinnacle Real Estate Advisors LLC to provide professional broker
services related to the sale of certain of the Debtor's real
estate assets.


PUERTO DEL REY: Has Interim OK to Use Cash Collateral Until May 13
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico has
granted Puerto Del Rey, Inc., interim authorization to use of the
cash collateral of secured creditor FirstBank Puerto Rico until
May 13, 2013.

In December 2009, FirstBank and the Debtor entered into a loan
agreement for $46.55 million, consisting of three credit
facilities.  The debts under the Loan Agreement were evidenced by
promissory notes.

On Jan. 8, 2013, FirstBank sought to prohibit cash collateral use.
On Jan. 14, 2013, the Debtor answered the FirstBank's motion.  At
a hearing held on Jan. 16, 2013, the Debtor and FirstBank agreed
for the use of cash collateral under the terms and conditions of a
consented order.  On Feb. 4, 2013, the consented order was
entered.

As adequate protection, FirstBank is hereby granted replacement
liens in the Debtor's post-petition assets.

The Court will hold a hearing on the Debtor's cash collateral use
on May 13, 2013.

                       About Puerto del Rey

Puerto del Rey, Inc., owner of the Puerto Del Rey Marina, filed a
petition for Chapter 11 protection on Dec. 28 in Old San Juan,
Puerto Rico (Bankr. D.P.R. Case No. 12-10295), owing $43 million
to secured lender First Bank Puerto Rico Inc.  The 22-acre
facility in Fajardo, Puerto Rico, has 918 wet slips and dry
storage for 600 boats.  Bankruptcy was designed to forestall
creditors from attaching assets.  The Debtor disclosed assets of
$99.8 million and liabilities totaling $44.4 million


PUERTO DEL REY: Hearing on Case Dismissal Set for May 13
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico will
convene a hearing May 13, 2013, on secured creditor FirstBank
Puerto Rico's motion for the dismissal of the Chapter 11 case of
Puerto Del Rey, Inc.

As reported by the Troubled Company Reporter on March 15, 2013,
FirstBank has asked the Court to enter an order dismissing the
case, or, alternatively, for abstention under Section 305 of the
Bankruptcy Code or 28 U.S.C. Section 1334(c)(1), saying that there
is prima facie evidence of the Debtor's bad-faith in commencing
its case.

In December 2009, FirstBank and the Debtor entered into a loan
agreement for $46.55 million, consisting of three credit
facilities.  The debts under the Loan Agreement were evidenced by
promissory notes.

According to the Debtor, FirstBank made reference to Case No. NSCI
2011-0442, before the Court of First Instance of Puerto Rico,
Fajardo Section, "and vacuously refers to such case as a
restructuring proceeding instituted by Debtor, when such a
qualification is unsustainable first because it is false and
second because Case No. NSCI 2011-0442 was not and cannot be a
substitute for the reorganization proceedings filed by Debtor."

The Debtor claimed that FirstBank erroneously argued that the
Debtor achieved a restructuring allegedly evidenced by a
stipulation for the entry of a judgment by consent in Case No.
NSCI 2011-0442, which terms were incorporated by reference into a
final judgment.  FirstBank alleged that the Debtor took advantage
of the 6 months drop dead term provided by the Settlement to pay
FirstBank $43 million.  FirstBank prevented the Debtor from making
that payment.

The Debtor said that Case No. NSCI 2011-0442 with the Fajardo
Court was filed by the Debtor and others.  FirstBank counter-
claimed to collect the debt evidenced by the Promissory
Notes and execute the mortgages and other security agreements that
served as collateral to the Promissory Notes.  The case resulted
in the Settlement dated July 10, 2012.  According to the
Settlement, the Debtor and the other plaintiffs stipulated with
FirstBank, that the Debtor's and the other plaintiffs' total debt
to the bank, as of July 9, 2012, amounting to $56.96 million
including principal, accrued interest, penalties, charges and
legal fees, would be reduced to $43 million and would be payable
by Debtor, without interest, on or before Dec. 31, 2012.

The parties further stipulated that in the event of non-payment by
the Debtor of the $43 million by Dec. 31, 2012, FirstBank's
remedies would be limited to either (i) require Debtor to deliver
the mortgaged real estate in favor of FB in lieu of payment or
(ii) the execution of said mortgages through confession of
judgment.  The Settlement, according to the Debtor, extinguished
the Debtor's original obligations to FirstBank under the
Promissory Notes.  The Debtor said that the old and the new
obligations are incompatible, the new one for the $43 million
substituting the old one evidenced by the Promissory Notes.  The
Debtor stated that the dismissal with prejudice of FirstBank's
counterclaim "extinguished the obligations under the Promissory
Notes.  A new and different obligation was created by the
Settlement, e.g. the $43 million."

                       About Puerto del Rey

Puerto del Rey, Inc., owner of the Puerto Del Rey Marina, filed a
petition for Chapter 11 protection on Dec. 28 in Old San Juan,
Puerto Rico (Bankr. D.P.R. Case No. 12-10295), owing $43 million
to secured lender First Bank Puerto Rico Inc.  The 22-acre
facility in Fajardo, Puerto Rico, has 918 wet slips and dry
storage for 600 boats.  Bankruptcy was designed to forestall
creditors from attaching assets.  The Debtor disclosed assets of
$99.8 million and liabilities totaling $44.4 million




RAPID-AMERICAN CORP: Court Okays Reed Smith as Counsel
------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court of the
Southern District of New York has granted Rapid-American
Corporation authorization to employ Reed Smith LLP as bankruptcy
counsel.

As reported by the Troubled Company Reporter on March 20, 2013,
the regular rates for Reed Smith's paralegals, associates, and
partners are: $100 to $350 for paralegals; $260 to $600 for
associates, and $410 to $1,005 for partners.

                    About Rapid-American Corp.

Rapid-American Corp. filed for bankruptcy protection in Manhattan
(Bankr. S.D.N.Y. Case No. 13-10687) on March 8, 2013, to deal with
debt related to asbestos personal-injury claims.

New York-based Rapid-American was formerly a holding company with
subsidiaries primarily engaged in retail sales and consumer
products and was never engaged in an asbestos business of any
kind.  Through a series of merger transactions going back more
than 45 years, Rapid has nevertheless incurred successor liability
for personal injury claims arising from plaintiffs' exposure to
asbestos-containing products sold by The Philip Carey
Manufacturing Company -- Old Carey -- as that entity existed prior
to June 1, 1967.

The Debtor estimated assets of at least $50 million and
liabilities of up to $500 million.


RAPID-AMERICAN CORP: US Trustee Names 5 Members to Creditors Panel
------------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, late last month
appointed five members to the Official Committee of Unsecured
Creditors in Reed Smith LLP's Chapter 11 case.

The Committee members include:

      1) Daryl Singer
         Administrator for the estate of Eleanor S. Baker
         c/o Weitz & Luxenberg, P.C.
         700 Broadway
         New York, New York 10003
         Attn: Lisa Nathanson Busch, Esq.
         Tel: (212) 358-5500
         Fax: (212) 344-5461

      2) Lesley Smith
         Administrator for the estate of Barbara Holmes
         c/o Belluck & Fox
         546 Fifth Avenue - 4th Floor
         New York, New York 10036
         Attn: Brian R. FitzPatrick, Esq.
         Tel: (212) 681-1575
         Fax: (212) 681-1574

      3) James Glynn
         c/o Cooney & Conway
         120 North LaSalle Street - 30th Floor
         Chicago, Illinois 60602
         Attn: John D. Cooney, Esq.
         Tel: (312) 236-6166
         Fax: (312) 236-3029

      4) Ernest Kinsey
         c/o Baron & Budd, P.C.
         3102 Oak Lawn Avenue - Suite 1100
         Dallas, Texas 75219
         Attn: Ann Harper, Esq.
         Tel: (214) 521-3605
         Fax: (214) 520-1181

      5) John E. Huxley
         c/o Goldberg, Persky & White, P.C.
         1030 Fifth Avenue
         Pittsburg, Pennsylvania 15219
         Attn: Bruce E. Mattock, Esq.
         Tel: (412) 471-3980
         Fax: (412) 471-8308

                    About Rapid-American Corp.

Rapid-American Corp. filed for bankruptcy protection in Manhattan
(Bankr. S.D.N.Y. Case No. 13-10687) on March 8, 2013, to deal with
debt related to asbestos personal-injury claims.

New York-based Rapid-American was formerly a holding company with
subsidiaries primarily engaged in retail sales and consumer
products and was never engaged in an asbestos business of any
kind.  Through a series of merger transactions going back more
than 45 years, Rapid has nevertheless incurred successor liability
for personal injury claims arising from plaintiffs' exposure to
asbestos-containing products sold by The Philip Carey
Manufacturing Company -- Old Carey -- as that entity existed prior
to June 1, 1967.

Attorneys at Reed Smith LLP serve as counsel to the Debtor.

The Debtor estimated assets of at least $50 million and
liabilities of up to $500 million.


RAPID-AMERICAN CORP: Files Schedules of Assets & Liabilities
------------------------------------------------------------
Rapid-American Corp. filed with the U.S. Bankruptcy Court of the
Southern District of New York its schedules of assets and
liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property                  $0.00
B. Personal Property      $4,446,261.76*
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                         $0.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               Unknown
                         --------------          --------------
TOTAL                     $4,446,261.76          $

* This amount excludes insurance for Rapid-American asbestos
  personal injury claims.

A copy of the schedules is available for free at:

       http://bankrupt.com/misc/RAPID-AMERICAN_sal.pdf

                    About Rapid-American Corp.

Rapid-American Corp. filed for bankruptcy protection in Manhattan
(Bankr. S.D.N.Y. Case No. 13-10687) on March 8, 2013, to deal with
debt related to asbestos personal-injury claims.

New York-based Rapid-American was formerly a holding company with
subsidiaries primarily engaged in retail sales and consumer
products and was never engaged in an asbestos business of any
kind.  Through a series of merger transactions going back more
than 45 years, Rapid has nevertheless incurred successor liability
for personal injury claims arising from plaintiffs' exposure to
asbestos-containing products sold by The Philip Carey
Manufacturing Company -- Old Carey -- as that entity existed prior
to June 1, 1967.

Attorneys at Reed Smith LLP serve as counsel to the Debtor.

The Debtor estimated assets of at least $50 million and
liabilities of up to $500 million.


READER'S DIGEST: Unsecured Creditors May Share on $500,000 Pot
--------------------------------------------------------------
RDA Holding Co. and 30 affiliates filed an amended disclosure
statement and reorganization plan dated April 10, 2013.

Substantially all of the Reorganization Plan Debtors' assets are
subject to valid and perfected liens held by the DIP Lenders, 2012
Senior Credit Agreement Lenders and the Senior Noteholders, which
require payment in full prior to distributions to holders of
unsecured claims against the Reorganization Plan Debtors.  Thus,
on a going-concern basis, because the obligations owed by the
Reorganization Plan Debtors to the DIP Lenders and the Senior
Noteholders greatly exceed the value of the Reorganization Plan
Debtors, minimal distributions would be made to any holders of
Claims against the Reorganization Plan Debtors other than the DIP
Lenders and the Senior Noteholders absent consummation of the
proposed Reorganization Plan.

The Reorganization Plan Debtors recognize that general unsecured
creditors are entitled to receive a distribution from the value of
any unencumbered assets after the satisfaction of priority claims
and administrative expenses of the Chapter 11 Cases.  The
unencumbered assets consist entirely of RDA's 1/3 equity interests
in the Reorganization Plan Debtors' first-tier foreign
subsidiaries.  The Reorganization Plan Debtors believe there is
little realizable value associated with the unencumbered 1/3
equity interest in their direct and indirect international
subsidiaries that would be available for general unsecured
creditors for several reasons.  For example, certain of the
international subsidiaries owe significant intercompany loans to
the Reorganization Plan Debtors, obligations that are subject to
liens held by the DIP Lenders and Prepetition Secured Creditors.
Further, the international subsidiaries have limited market value
to third-parties as a going-concern.

Prior to the Petition Date, the Reorganization Plan Debtors
conducted a lengthy and comprehensive sale process to market the
international subsidiaries and were unable to identify any parties
willing to ascribe significant value for the Reorganization Plan
Debtors' entire international operations as a going-concern.  This
was, in significant part, due to (a) the lack of any meaningful
management or personnel infrastructure for the international
operations without the resources and governance of the
Reorganization Plan Debtors, (b) the complexities and significant
costs associated with the central services infrastructure for the
international operations, and (c) the declining performance in
many of the Reorganization Plan Debtors' international markets.

Additionally, the Senior Notehodlers likely have substantial
administrative claims due to the diminution of their collateral
during the Chapter 11 Cases, caused in part by the incurrence of
the New Money Loans.  Moreover, after taking into account the
substantial amount of any unencumbered value allocable to the
Senior Noteholders on account of their unsecured deficiency claims
(estimated at approximately 65% of the aggregate dollar amount of
General Unsecured Claims against Reader's Digest, the owner of the
equity), the Reorganization Plan Debtors believe the distributable
value remaining for other General Unsecured Claims from any
unencumbered assets, such as the 1/3 equity interest in the
international subsidiaries, is negligible at best.

The Reorganization Plan Debtors have also explored the possibility
of receiving additional distributable value from potential
avoidance actions and litigation but the Reorganization Plan
Debtors do not believe at this juncture that any such receivables
would be meaningful.

However, with the agreement of the Ad Hoc Committee, the
Reorganization Plan provides for a distribution of  $500,000 in
Cash to be made available to, and allocated among, any Class of
allowed General Unsecured Claims that votes to accept the
Reorganization Plan.  Specifically, the Reorganization Plan
provides that, for any Class of Allowed General Unsecured Claims
that votes to accept the Reorganization Plan of any
Reorganization Plan Debtor:

   -- holders of Allowed General Unsecured Claims in such Class
      will receive their Pro Rata share of the GUC Distribution;
      and

   -- the Senior Noteholder Deficiency Claims in such Class
      shall be deemed waived solely for purposes of participating
      in the GUC Distribution.

In the event that any Class of General Unsecured Claims votes to
reject the Reorganization Plan with respect to any Reorganization
Plan Debtor, the holders of Allowed General Unsecured Claims in
such rejecting Class will not receive or retain any property under
the Reorganization Plan.

Under the Liquidation Analysis, holders of non-priority unsecured
Claims junior to the Claims of the DIP Lenders and the Senior
Noteholders would receive no distribution in a liquidation of the
Reorganization Plan Debtors' estates.

A copy of the amended disclosure statement is available for free
at http://bankrupt.com/misc/rd230amendeddisclosure.pdf

The Reorganization Plan implements the consensual restructuring
agreement negotiated by the Reorganization Plan Debtors, and the
Reorganization Plan Debtors' major stakeholders, including Wells
Fargo Principal Lending, LLC, and an ad hoc committee, comprised
of holders of more than two-thirds of the Debtors' Floating Rate
Senior Secured Notes due 2017.  The Reorganization Plan provides
for the Debtors' prompt emergence from Chapter 11 to occur on or
before July 31, 2013.

                     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: Balks at Committee's Demand to Escrow Proceeds
---------------------------------------------------------------
RDA Holding Co. and its affiliates replied to the objection of the
Committee of Unsecured Creditors to the proposed sale of the
Debtors' interest in their affiliates in France, Sweden and
Finland.

The Debtors are seeking Court authority to sell two non-debtor
international subsidiaries, RDA Finland and RDA Sweden, which are
direct subsidiaries of the Debtors.  The Debtors also are seeking
authority to sell RDA France, which is owned by a non-debtor
affiliate, Pegasus.  The total cash consideration attributed to
the Sale is approximately $5,800,000, although a significant
portion of the cash consideration will remain in escrow accounts
under the terms of the SAPE Purchase Agreement to secure indemnity
and other obligations.

The Committee seeks segregation of approximately $2,000,000 into
an escrow or restricted cash account until distributions to
unsecured creditors under a plan of reorganization have been
determined.  The Committee -- which agrees that the Sale is both
fair and reasonable and should be approved -- seeks to hold
certain proceeds relating to the Sale of the Debtors' equity
interests in RDA Finland and RDA Sweden hostage without legal
basis.

Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges LLP,
representing the Debtors, contends that distributions to general
unsecured creditors and valuation are issues with respect to plan
confirmation and not grounds for objecting to the Sale; and that
segregating sale proceeds for a particular constituency is
tantamount to a sub rosa plan of reorganization.

Mr. Smolinsky notes the Committee asserts 35% of the proceeds from
the Sale should be segregated and inaccessible to the Debtors upon
consummation of the proposed Sale because neither the prepetition
secured lenders nor the DIP lenders hold security interests in 35%
of the equity of the Acquired Companies.  While the Debtors are
aware of the overall point the Creditors Committee is making, the
particular request for relief has no legal basis or support.  In
its Limited Objection, the Creditors Committee has not cited a
single case to support the relief it seeks.  The Creditors
Committee seeks to be "appropriately protected."  In reality it is
asking for relief akin to adequate protection, which is only
available to secured creditors.

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
relates the unsecured creditors committee said it's in discussion
with Reader's Digest lenders on the treatment of unsecured claims
under the pending Chapter 11 plan.  The value of unencumbered
assets is one of the issues in negotiation.

The bankruptcy court was slated to hold a hearing April 11 for
approval to sell publications in France, Belgium, Sweden, Finland
and some Nordic countries.

RDA is also selling operations in Poland, Hungary and Romania for
$90,000, plus future royalties.  The Eastern European sales,
according to the company, mostly avoid $1.3 million in shut-down
costs while locking in a stream of future royalties.  The Eastern
European sales come to court for approval on April 25.

                     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.


REAL ESTATE ASSOCIATES: Delays Form 10-K for 2012
-------------------------------------------------
Real Estate Associates Limited VII notified the U.S. Securities
and Exchange Commission that it will be delayed in filing its
annual report on Form 10-K for the period ended Dec. 31, 2012.
The Company said the information from Investee Partnerships has
not been received in order to include in the filing of its Form
10-K.

                    About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On February 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

As of Sept. 30, 2012, and Dec. 31, 2011, the Partnership holds
limited partnership interests in 1 and 11 Local Limited
Partnerships, respectively, and a general partner interest in REA
IV which, in turn, holds limited partnership interests in 3 and 8
additional Local Limited Partnerships, respectively; therefore,
the Partnership holds interests, either directly or indirectly
through REA IV, in 4 and 19 Local Limited Partnerships,
respectively.  The other general partner of REA IV is NAPICO.  The
Local Limited Partnerships own residential low income rental
projects consisting of 403 and 1,237 apartment units at Sept. 30,
2012, and Dec. 31, 2011, respectively.  The mortgage loans of
these projects are payable to or insured by various governmental
agencies.

The Partnership reported a net loss of $861,000 on $0 of revenue
in 2011, compared with net income of $171,000 on $0 of revenue in
2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.1 million
in total assets, $13.3 million in total liabilities, and a total
partners' deficit of $12.2 million.

                           Going Concern

The Partnership continues to generate recurring operating losses.
In addition, the Partnership is in default on notes payable and
related accrued interest payable that matured between December
1999 and January 2012.

Three of the Partnership's four remaining investments involved
purchases of partnership interests from partners who subsequently
withdrew from the operating partnership.  As of Sept. 30, 2012,
and Dec. 31, 2011, the Partnership is obligated for non-recourse
notes payable of approximately $3,741,000 and $6,070,000,
respectively, to the sellers of the partnership interests, bearing
interest at 9.5% to 10%. Total outstanding accrued interest is
approximately $9,524,000 and $15,215,000 at Sept. 30, 2012, and
Dec. 31, 2011, respectively.  These obligations and the related
interest are collateralized by the Partnership's investment in the
local limited partnerships and are payable only out of cash
distributions from the Local Limited Partnerships, as defined in
the notes.  Unpaid interest was due at maturity of the notes.  All
of the notes payable have matured and remain unpaid at Sept. 30,
2012.

No payments were made on the notes payable during the nine months
ended Sept. 30, 2012 or 2011.  The holder of the non-recourse
notes payable collateralized by the Partnership's investment in
five Local Limited Partnerships purchased the projects owned by
these Local Limited Partnerships, which resulted in the
extinguishment of notes payable of approximately $2,329,000 and
accrued interest of approximately $6,036,000 during the nine
months ended Sept. 30, 2012.  The Partnership has agreements with
the non-recourse note holder for the remaining three notes payable
in which the note holder agreed to forebear taking any action
under these notes in order to permit the Partnership to negotiate
the sale of its limited partnership interests in these Local
Limited Partnerships to the local general partner of the
respective Local Limited Partnerships.  Subsequent to Sept. 30,
2012, the Partnership sold its interest in one of these Local
Limited Partnerships, Aristocrat Manor, to the local general
partner of the Local Limited Partnership.  The two remaining sales
are expected to close during 2013.

After auditing the 2011 results, Ernst & Young LLP, in
Greenville, South Carolina, expressed substantial doubt about the
Partnership's ability to continue as a going concern.  The
independent auditors noted that the Partnership continues to
generate recurring operating losses.  In addition, notes payable
and related accrued interest totalling $16.2 million are in
default due to non-payment.


REGENCY CENTERS: Fitch Affirms 'BB+' Preferred Stock Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the following credit ratings for
Regency Centers Corp. (NYSE: REG) and its operating partnership,
Regency Centers, L.P., (collectively, REG or the company):

Regency Centers Corporation
-- Issuer Default Rating (IDR) at 'BBB';
-- Preferred stock at 'BB+'.

Regency Centers, L.P.
-- IDR at 'BBB';
-- Unsecured revolving facility at 'BBB';
-- Senior unsecured term loan at 'BBB';
-- Senior unsecured notes at 'BBB'.

The Rating Outlook is Stable.

KEY RATING DRIVERS

The affirmation of Regency's IDR at 'BBB' takes into account
Regency's appropriate leverage for the 'BBB' rating, improving
property-level fundamentals and adequate unencumbered asset
coverage of unsecured debt. These credit strengths are balanced by
slightly low fixed-charge coverage for the rating and geographic
concentration.

APPROPRIATE LEVERAGE

Pro-rata leverage, measured as net debt/recurring operating EBITDA
was 6.3x as of Dec. 31, 2012, down from 6.4x and 6.7x as of Dec.
31, 2011 and 2010, respectively. Fitch projects REG's leverage
will sustain in the low 6x's through 2015, which would be
appropriate for the rating.

IMPROVING FUNDAMENTALS

Pro-rata same-store net operating income (SSNOI) grew at a healthy
rate of 4% in 2012. New leases and renewals were both positive for
the year across the portfolio after mixed results in 2011. Rent
growth for spaces vacant less than 12 months was a strong 5.5% for
the year ended Dec. 31, 2012. Fitch expects that SSNOI will
continue to grow in the low single digits through 2015 with the
company maintaining its current occupancy rate. Additionally, the
company's lease expiration schedule is manageable, with no year
representing more than 15% of expiring pro-rata minimum base rent,
further improving the durability of rental cash flows.

ADEQUATE UNENCUMBERED ASSET COVERAGE AND MANAGEABLE DEBT
MATURITIES

Applying an 8.0% capitalization rate to annualized fourth quarter
2012 unencumbered NOI, implied unencumbered asset value covered
net unsecured debt by 2.0x, which is adequate for the 'BBB'
rating. REG has a manageable debt maturity schedule, with no year
accounting for more than 22% of total maturing debt. This
laddering enhances the company's liquidity profile and minimizes
refinancing risk.

MODEST DEVELOPMENT EXPOSURE

REG is an established developer with a national platform and
development does contain inherent risks. However, REG's net cost
to complete development was only 2.1% of its gross undepreciated
assets as of Dec. 31, 2012, though up from 1.5% and 0.3% in 2011
and 2010, respectively. The size of the overall development
pipeline has decreased materially since the start of the financial
crisis, reflecting an overall de-risking of the company's
strategy, when net cost to complete represented 13% of total
assets as of year-end 2007. Illustrative of this de-risking, Fitch
expects the company will start $100 million-$150 million of
development per year going forward as compared to over $500
million in 2006.

APPROPRIATE LIQUIDITY

For the period Jan. 1, 2013 to Dec. 31, 2014, REG's liquidity
coverage is expected to be 1.4x, which is appropriate for the
'BBB' rating. Liquidity coverage is defined as sources of
liquidity (cash, availability under REG's unsecured revolving
credit facility and projected retained cash flows from operating
activities after dividends) divided by uses of liquidity (pro-rata
debt maturities and amortization and projected recurring capital
expenditures and development).

Under a scenario whereby 80% of REG's pro-rata secured debt is
refinanced with new secured debt, liquidity coverage improves to
1.6x. The company has demonstrated access to the common equity,
unsecured and secured debt and preferred stock markets, mitigating
near-term refinance risk.

SLIGHTLY LOW FIXED-CHARGE COVERAGE

REG's pro-rata fixed-charge coverage ratio (defined as recurring
operating EBITDA less straight-line rents, leasing commissions and
tenant and building improvements, divided by total interest
incurred and preferred stock dividends) was 1.9x for the year
ended Dec. 31, 2012, in-line with 1.9x in both 2011 and 2010.
Fitch projects REG's fixed-charge coverage will improve to 2.0x by
2014 and remain stable in 2015.

MODERATE GEOGRAPHIC AND TENANT CONCENTRATION

REG's community and neighborhood shopping center portfolio has
moderate geographic and anchor tenant concentrations. Over half of
REG's annualized base rent is derived from properties located
within the states of California, Florida and Texas.

Although REG's five largest tenants represent in aggregate nearly
15.7% of annual base rents, this tenant concentration is offset by
the fact that Fitch rates three of the top five tenants as
investment grade. The company's five largest tenants are The
Kroger Co. (4.3%, rated 'BBB' with a Stable Outlook by Fitch),
Publix Super Markets Inc. (4.2%), Safeway Inc. (3.3%, rated 'BBB-
'with a Negative Outlook), SuperValu Inc. (2.1%, rated 'B-' with a
Stable Outlook), and CVS Caremark Corporation (1.8%, rated 'BBB+'
with a Stable Outlook). REG's SuperValu exposure will decline
following sale of its Albertson's stores.

PREFERRED STOCK NOTCHING

The two-notch differential between REG's IDR and its preferred
stock rating is consistent with Fitch's criteria for corporate
entities with a 'BBB' IDR. Based on Fitch's criteria report,
'Treatment and Notching of Hybrids in Nonfinancial Corporate and
REIT Credit Analysis' dated Dec. 13, 2012, available on Fitch's
website at www.fitchratings.com, the company's cumulative
redeemable preferred stock is deeply subordinated and has loss
absorption elements that would likely result in poor recoveries in
the event of a corporate default.

PRO-RATA RATIONALE

Fitch looks at REG's property portfolio profile, credit
statistics, debt maturities, and liquidity position based on
combining its wholly-owned properties and its pro-rata share of
co-investment partnerships, to analyze the company as if each of
the co-investment partnerships was dissolved via distribution in
kind.

Several of REG's co-investment partnerships provide for unilateral
dissolution. Most of these co-investment partnerships provide for
a distribution in kind in the event of a dissolution, whereby REG
and its limited partner unwind the partnership by distributing the
underlying properties (and related property-level debt, if any) to
each partner based on each partner's respective ownership
percentage in the partnership. Further, the company has supported
its co-investment partnerships in the past by raising common
equity to repay or refinance its share of secured debt,
demonstrating its willingness to de-lever these partnerships.

Fitch views REG's partnership platform positively as it provides
REG with broader market insights and incremental fee and property
income. In addition, the partnership platform provides the company
additional acquisition opportunities that REG may not consider for
wholly-owned assets, such as entering a market that REG may not
choose to enter on its own or to acquire assets that may not meet
certain size parameters for the consolidated portfolio. Via common
equity follow-on offerings, the company has also reduced leverage
in its partnerships to levels consistent with leverage on the
wholly-owned consolidated portfolio.

STABLE OUTLOOK

The Stable Outlook is based on Fitch's expectation of positive
SSNOI growth in the low single digits, Fitch's expectation that
leverage and coverage will remain relatively stable and that REG
will maintain adequate liquidity.

RATING SENSITIVITIES

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

-- Fitch's expectation of total pro-rata leverage sustaining below
   5.5x for several quarters (pro rata leverage was 6.3x as of
   Dec. 31, 2012);

-- Fitch's expectation of fixed-charge coverage sustaining above
   2.5x for several quarters (pro-rata coverage was 1.9x for the
   year ended Dec. 31, 2012);

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

-- Fitch's expectation of leverage sustaining above 7.0x for
   several quarters;

-- Fitch's expectation of fixed-charge coverage sustaining below
   1.8x for several quarters;

-- A liquidity shortfall (REG had a base case liquidity coverage
   ratio of 1.4x as of Dec. 31, 2012).


REGAL CINEMA: Debt Facility Repricing No Impact on Moody's B1 CFR
-----------------------------------------------------------------
Moody's Investors Service said that the proposed repricing of the
credit facility for Regal Cinema Corporation, the primary
operating subsidiary of Regal Entertainment Group (Regal), does
not impact the Ba2 rating on the credit facility or Regal's B1
corporate family rating.

The transaction would save approximately $2.5 million of annual
interest expense, beneficial for liquidity. The company also
proposed changing financial maintenance covenants within the
credit agreement so that they apply only upon draw of 25% of more
of revolver capacity. Regal has very good cushion under these
covenants, which do not tighten over the life of the agreement,
and Moody's does not believe this change would have a meaningful
impact on the company's fiscal or operating strategy.

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

Regal Entertainment Group, the parent of Regal Cinemas
Corporation, operates 7,367 screens in 580 theatres in 42 states
along with Guam, Saipan, American Samoa and the District of
Columbia, primarily in mid-sized metropolitan markets and suburban
growth areas of larger metropolitan markets throughout the U.S.
The company maintains its headquarters in Knoxville, Tennessee,
and its revenue for 2012 was approximately $2.8 billion.


RENAISSANCE HOSPITAL: 5th Circ. Blocks Contractor Claims
--------------------------------------------------------
Jess Davis of BankruptcyLaw360 reported that the Fifth Circuit on
Friday blocked contractors and subcontractors from maintaining a
priority lien against bankrupt Renaissance Hospital Grand Prairie
Inc., saying their unpaid work on a failed $26 million renovation
for the Texas hospital must take a backseat to lenders' claims.

According to the report, affirming a federal district court
decision, a Fifth Circuit panel said a bankruptcy court had
clearly erred when it allowed contractors Innovative Plumbing
Services Inc. and Metropolitan Professional Electrical Services
Inc. to file mechanic's liens on the hospital.

                 About Renaissance Hospital

Headquartered in Terrell, Texas, Renaissance Hospital Terrell,
Inc. -- http://terrell.renhealthcare.org/-- provides medical
services.  The company and its affiliates, Renaissance Hospital-
Grand Prairie, Inc., filed for Chapter 11 protection on Aug. 21,
2008 (Bankr. N.D. Tex. Lead Case No. 08-34143).  Holland N.
On'Neil, Esq., Marcus A. Helth, Esq., Michael S. Haynes, Esq., at
Gardere Wynne Sewell LLP, represent the Debtors.  The U.S Trustee
for Region 6 appointed creditors to serve on an Official Committee
of Unsecured Creditors.  Shari L. Heyen, Esq., and William L.
Medford, Esq., at Greenberg Traurig LLP, represent the Committee
in this cases.  When the Debtors filed for protection from their
creditors, they listed assets and debts between
$10 million and $50 million each.


RESIDENTIAL CAPITAL: April 30 Hearing on Bid to Use Cash
--------------------------------------------------------
With authority to cash collateral expiring, Residential Capital
LLC arranged an April 30 hearing to extend cash-use rights.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the company said that among the remaining $1.561
billion in assets, 52% represents collateral for Ally and junior
secured noteholders.  ResCap says it will use their cash
collateral only to preserve and liquidate the collateral.

ResCap, according to Bloomberg, says the junior lenders take an
"untenable" position when they contend the cash can't be used to
preserve the collateral.  ResCap says that the junior noteholders
want unsecured creditors' cash to be used to preserve secured
lenders' collateral.

"Any use of Cash Collateral will be used solely to protect their
collateral from a diminution in value," ResCap said of the Ally
lenders and other bondholders, a Dow Jones Newswires report
related.  As has been the case throughout its Chapter 11, ResCap
would use the cash in accordance with a strict budget provided to
creditors.

A group of junior secured noteholders, owed about $2.1 billion as
of ResCap's May 2012 bankruptcy filing, have balked at ResCap's
use of the cash, specifically about how expenses should be
allocated, Dow Jones said.  The company said it's negotiating with
those noteholders so it can at least temporarily use the cash
until April 30, when a hearing is scheduled, but may have to have
an emergency hearing on April 18 -- the current deadline for use
of the money -- if a compromise isn't reached.

                    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.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


REVEL AC: Taps Law Firms, Advisors as Bankruptcy Professionals
--------------------------------------------------------------
Revel AC, Inc., and its debtor affiliates seek authority from the
U.S. Bankruptcy Court for the District of New Jersey to employ
bankruptcy professionals:

   * Alvarez & Marsal North America, LLC, to designate Dennis E.
Stogsdill as a chief restructuring officer and to provide
additional personnel to support the CRO.  A&M will be paid the
following hourly rates: $675-$875 for managing directors, $475-
$675 for directors, and $275-$475 for analysts and associates.
A&M disclosed that it received a $300,000 retainer in connection
with preparing for and filing the Chapter 11 cases.  The firm also
received, in the 90 days prior to the Petition Date, payments
totaling $1,519,268.

   * Kirkland & Ellis LLP as lead bankruptcy counsel (Contact:
James H.M. Sprayregen, Esq., Marc Kieselstein, P.C., Esq., and
Nicole L. Greenblatt, Esq.) to be paid the following hourly rates:
$655-$1,150 for partners, $450-$1,150 for of counsel, $430-$790
for associates, and $150-$335 for paraprofessionals.  Prior to the
Petition Date, the Debtors paid the firm a $1.0 million retainer.

   * Klehr Harrison Harvey Branzburg LLP as co-counsel (Contact:
Morton R. Branzburg, Esq., Domenic E. Pacitti, Esq., and Carol Ann
Slocum, Esq.) to be paid the following hourly rates: $400-$660 for
partners, $325-$400 for of counsel, $250-$385 for associates, and
$150-$185 for paraprofessionals.  The Debtors have advanced
$100,000 to the firm for payment of current fees and expenses.
Prior to the Petition Date, the firm was paid $73,560 on account
of prepetition services and $6,346 on account of prepetition
disbursements in connection with the planning and preparation of
the Debtors' Chapter 11 filings.

   * Brown Rudnick as special corporate counsel (Contact: William
Baldiga, Esq.) to be paid the following hourly rates: $615-$1,100
for partners, $475-$685 for associates, and $265-$370 for
paralegals.  Prior to the Petition Date, the firm was paid
$268,315 on account of prepetition services.  As of the Petition
Date, the Debtors owe the firm $7,604 for legal services performed
and expenses incurred.

   * Moelis & Company LLC as financial advisor and investment
banker to be paid a $175,000 monthly fee; a $3 million
restructuring fee; and a strategic transaction fee equal to a base
fee of $3 million plus 2.0% of the aggregate gross amount of any
equity invested by a strategic partner, or, in the event of a sale
transaction, 1.0% of the transaction value for amounts in excess
of $450 million and up to and including $749 million, plus 3.0% of
the transaction value for amounts in excess of $750 million.
During the 90-day period before the Petition Date, Moelis received
$312,500 for professionals services performed and $7,127 for
expenses incurred.

   * Epiq Bankruptcy Solutions, LLC, as administrative advisor.

The professionals assure the Court that each of them is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

                         About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.

Already accepted by creditors, Revel's reorganization plan is
designed to reduce debt for borrowed money by 82 percent, from
$1.52 billion to $272 million. For a projected 19 percent
recovery, holders of an $896 million secured term loan are to
receive all the new equity. General unsecured creditors are to
be paid in full.


REVSTONE INDUSTRIES: Greenwood Forgings Wants Cash Use 'til May 31
------------------------------------------------------------------
Debtor Greenwood Forgings, LLC, filed with the Bankruptcy Court
Friday a proposed fifth interim order for authority to use cash
collateral of Bridgeport Capital Funding, LLC, and Boston Finance
Group LLC until May 31, 2013.  The Debtor's authority to use cash
collateral under fourth interim order expired on April 2.

As adequate protection, the Debtor proposes to grant Bridgeport
replacement liens in all Collateral, which Replacement Lien will
not extend to causes of action commenced to that may be commenced
pursuant to Chapter 5 of the Bankruptcy Code.

Ad adequate protection, the Debtor proposes to grant BFG
replacement liens in the Debtor's accounts and all proceeds,
subject to the Bridgeport Replacement Lien and other lien
priorities.  The BFG Replacement will not extend to any causes of
actions commenced or that may be commenced pursuant to Chapter 5
of the Bankruptcy Code.

Bridgeport has a first priority secured lien on all of the
Debtor's assets.  BFG, on the other hand, asserts a first priority
lien on the Debtor's machinery and equipment and proceeds and a
second priority lien on certain of the Debtor's cash collateral.

A copy of the proposed fifth interim cash collateral order is
available at http://bankrupt.com/misc/revstone.doc456.pdf

          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.


ROBBIE PERKINS: Greensboro Mayor Declares Bankruptcy
----------------------------------------------------
Joe Gamm and Amanda Lehmert, writing for the Greensboro News &
Record, reported that the City's mayor, Robbie Perkins, declared
bankruptcy.

"It's no secret that I have been experiencing financial
difficulties resulting from the downturn in the economy and a
domestic situation which I have been unable to resolve to date,"
Perkins said in a statement to the News & Record.

He declined to answer questions about the bankruptcy, according to
the report.  The bankruptcy paperwork was not found Friday in a
search of online records, the report added.

The News & Record said Perkins is a partner at NAI Piedmont Triad,
a real estate firm that has suffered in the recession. He has been
in a prolonged legal battle with his estranged wife, Carole
Perkins. They have been separated since 2011.  Carole Perkins
filed a court motion March 6 alleging her husband had not paid all
of the financial support he owes her. Court records show he is
responsible for about $13,000 a month in spousal and child
support.  Both said he has not paid the mortgage on their house,
which is being foreclosed.


ROSELAND VILLAGE: Plan Confirmation Hearing on May 15
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
according to Roseland Village, LLC, et al.'s case docket, said
that it will approve adequacy of information in the Disclosure
Statement if it will be amended as per Court's instructions.

The Court also set this schedule in relation to the Plan:

   1. Amended Disclosure Statement must be filed by March 6, 2013;

   2. Amended Plan by April 17;

   3. Hearing on confirmation of the Plan is scheduled for May 15,
        16 and 17.

As reported in the Troubled Company Reporter on March 21, 2013,
G.B.S. Holding, Ltd. and Roseland Village, LLC, delivered a First
Amended Disclosure Statement to provide creditors with adequate
information about their proposed plan of reorganization.

The Disclosure Statement contemplates the development of the 1,288
acres.  The Debtors will seek modifications of existing proffers
that are required by the Roseland Village approved zoning.  The
Plan contemplates that all of the assemblage will be subject to
the zoning modification application.  That application will
request the County of Chesterfield to approve the development
alternatives that were approved in the original master plan
development, subject to several changes.  If Roseland is developed
as planned, there will be sufficient assets to pay all of the
Debtors' creditors 100% of the obligations owed to them, according
to the Disclosure Statement.

The Debtors had proposed DIP financing to cover the costs that
would be incurred in the zoning modification phase and other
administrative expenses that would be paid in the bankruptcy
cases.  The DIP financing proposal, however, was resisted
unilaterally by the secured creditors.  Accordingly, the Debtors
proposed that the harvesting, or "Select Cut" timbering, which is
typical in the normal management of large tracts of property, be
the source of revenue for the expenses to be incurred during the
zoning modification phase as well as most of the administrative
and priority expenses incurred in the case.  The estimated value
of the timber to be harvested is between $575,000 and $655,000.

The amount that the unsecured creditors of Roseland and GBS will
receive is dependent on whether or not the Debtors are successful
during the marketing phase.  If the Debtors are completely
unsuccessful in selling any of the parcels for more than what is
owed on each parcel, then each unsecured creditor would not
receive any dividend from the sale of the Debtors' real estate
holdings.  Notwithstanding that fact, Roseland will escrow $6,800
and GBS will escrow $12,100 from the funds they receive from the
timbering of the property they owned.  The amounts will be
disbursed to the creditors on or before the second anniversary of
the Effective Date.

During the Zoning Modification Phase and the Marketing Phase,
neither Roseland Village nor GBS proposes to make any payments to
its creditors who had claims prepetition.  The Debtors believe
that the equity that exists in each parcel serves as adequate
protection of each creditor?s lien and position during the Phases.

A full-text copy of the First Amended Disclosure Statement, dated
Jan. 23, 2013, is available for free at:

          http://bankrupt.com/misc/ROSELANDds0123.pdf

                        About GBS Holding

Based in Midlothian, Virginia, G.B.S. Holding, Ltd., filed for
Chapter 11 (Bankr. E.D. Va. Case No. 11-33708) on June 3, 2011.
Chief Judge Douglas O. Tice Jr. presides over the case.
DurretteCrump PLC serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $42,950,000 in assets and $38,208,142 in
liabilities as of the Chapter 11 filing.  The petition was signed
by George B. Sowers, Jr., president, who serves as the  Debtor's
designee pursuant to a court order.

Affiliate Roseland Village, LLC, filed for Chapter 11 (Bankr. E.D.
Va. Case No. 11-30223) on Jan. 13, 2011. G.B.S. Holding, Ltd.,
owns 50% of Roseland Village, LLC.  DurretteCrump also represents
Roseland Village.

Roseland Village and GBS jointly own 1,288+/- acres adjoining each
other that are jointly part of a larger assemblage of land, known
as Roseland, which has been given approval from Chesterfield
County as a Master Planned Development consisting of more than 1.5
million square feet of commercial space and more than 5,600
housing units.  Roseland consists of 29 separate parcels that were
acquired over a nine-year period.  The property is located south
of Route 288 at its intersection with Woolridge Road.  Development
of the assembled parcel will take place in some cases without
regard to the property lines of the original 29 parcels that
comprise the land titled to GBS and Roseland Village.


ROTECH HEALTHCARE: Has Interim Loan Approval to Support Prepack
---------------------------------------------------------------
Rotech Healthcare Inc. received interim authority from the
bankruptcy judge on April 9 to borrow $30 million from Silver
Point Finance LLC, a lender on an existing term loan.

A hearing for final approval of the Debtors' request to obtain
financing and use cash collateral will take place April 25 at 3:00
p.m.  Objections are due not later than April 19 at 4:00 p.m.

Silver Point, as administrative and collateral agent, and other
lenders have agreed to provide a $30 million superpriority priming
debtor-in-possession facility in an aggregate amount of up to
$30 million and the Debtors will be using cash collateral on these
terms:

    * Up to $25 million in interim borrowings will be available
upon interim approval of the DIP loans, with $12.4 million to be
used to pay, as adequate protection, an ordinary course semi-
annual interest payment due on April 15, 2013 in respect of the
firs lien notes.

    * Certain affiliates of Silver Point will severally commit to
fund 77.8% of the DIP Loans and Capital Research Management
Company will severally commit to fund 22.2% of the DIP Loans.

    * Each senior claim holder (holders of first lien notes and
the term loan lenders) will be permitted to participate in the
commitments to the DIP facility.

    * The DIP facility will mature upon the earliest of (a) seven
months after the Petition Date, (b) the acceleration of the DIP
loans and the (c) effective date of the Plan.

    * The loan will bear interest at (i) the LIBOR Rate which
includes a 2% LIBOR floor plus 10.0% annually or, at Rotech
Healthcare's option, (ii) a fluctuating rate plus 9.0% annually.

    * All loans and reimbursement obligations under the DIP
facility will be (i) entitled to joint and several superpriority
claim status, (ii) secured by a perfected first priority lien on
all of the Debtors' unencumbered assets, and (iii) secured by a
perfected first priority, senior priming lien on, and security
interest in all of the Debtors' assets, subject in each case to
(a) the Carve-Out, (b) restricted cash, (c) any senior permitted
liens, and (d) the avoidance actions.

    * The Debtors will be permitted to use cash collateral in
accordance with a budget, with up to $25,000 may be used by the
statutory creditors committee, if appointed, to investigate the
liens of the secured lenders.

    * As adequate protection, the prepetition secured creditors
will (i) retain their prepetition liens, subject to the DIP liens
and carve-out, (ii) receive replacement liens, and (iii) be
granted Section 507(b) claims, and (iv) receive payment of all
accrued and unpaid interest owed to the prepetition term loan
lenders and the first lien lenders.

    * The Debtors will be required to achieve case milestones,
including obtaining approval of the Plan solicitation materials
within 45 days after the filing of the Plan and obtaining
confirmation of the Plan within 75 days after the solicitation
order is entered.

A copy of the Interim DIP Order is available for free at:

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

                      Other First Day Motions

On April 9, Bankruptcy Judge Peter J. Walsh also approved several
first-day orders.  The bankruptcy judge entered interim orders
authorizing the Debtors to, among other things, continue their
insurance programs, honor customer programs, pay prepetition wages
and benefits, grant adequate assurance to utilities, and make
payments to critical vendors.  A final hearing on the motions is
slated for May 7, with objections due May 2.

"Today's quick approval of our first-day motions is encouraging
and puts Rotech on a strong footing as we move forward with
implementing our debt restructuring plan," said Steven P. Alsene,
Rotech's President and Chief Executive Officer in an April 9
statement.  "These actions, along with interim approval of access
to $25 million in new financing, should reassure our employees,
customers, our suppliers and the communities we serve that we will
continue to maintain daily operations and that it is business as
usual for Rotech's locations nationwide."

The Debtors sought approval to pay, in their discretion, the
prepetition claims of certain critical vendors that delivered
goods or provided services to the Debtors before the Petition Date
and claims of administrative claimholders pursuant to 11 U.S.C.
Sec. 503(b)(9) in the ordinary course of business, according to
established business practices.

The Debtors estimate that the critical payments will total
approximately $29 million in the aggregate.  Of those payments,
the Debtors estimate that critical vendor payments will not exceed
$16.9 million.   The Debtors estimate that $12.1 million of the
$29 million would be administrative claims entitled to
administrative priority status pursuant to Section 503(b)(9) of
the Bankruptcy Code, because they relate to goods delivered to the
Debtors in the ordinary course of business within 20 days before
the Petition Date.

The Debtors said they would make payments to those Critical
Vendors and Administrative Claimholders that agree to supply goods
and/or services postpetition to the Debtors according to the
ordinary course trade terms (including pricing) that existed
before the Petition Date, or on better terms.

                      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.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.


ROTECH HEALTHCARE: Disclosure Statement Hearing Set for May 16
--------------------------------------------------------------
Rotech Healthcare Inc. scheduled a hearing on May 16 at 2:00 p.m.
for the bankruptcy court in Delaware to approve disclosure
materials explaining its reorganization plan that would eliminate
and restructure $300 million of secured debt.

Objections to approval of the adequacy of the information in the
Disclosure Statement are due May 9, 2013 at 4:00 p.m.

Rotech and its affiliates have sought Chapter 11 protection to
implement a restructuring pursuant to a pre-arranged plan of
reorganization negotiated with the term loan lender and parties
holding in the aggregate a majority in principal amount of both of
the pre-petition first and second lien notes issued by Rotech.

As of the Petition Date, Rotech has three primary forms of
commercial indebtedness:

   1. The Term Loan Facility.  A term loan facility with
$23.5 million in principal amount outstanding pursuant to a credit
agreement with Silver Point Finance, LLC, as administrative agent,
and the other lenders party thereto.

   2. The First Lien Notes.  $230 million in aggregate principal
amount of 10.75% Senior Secured Notes due 2015, governed by an
indenture among Rotech, its subsidiaries, and The Bank of New York
Mellon Trust Company, N.A., as trustee.

   3. The Second Lien Notes.  $290 million in aggregate principal
amount of Senior Second Lien Notes, governed by an indenture among
Rotech, its subsidiaries, and BONY, as trustee.

The salient terms of the Plan are:

   * Holders of the $23.5 million term loan and the $230 million
of 10.75% First Lien Notes (Class 2) will receive their pro rata
share of an amended and restated term loan to be secured by a
first priority security interest in substantially all of the
reorganized Company's assets.  Impaired.  Entitled to vote on
Plan.  Projected recovery: 100%

   * Holders of the $290 million in 10.5% Second Lien Notes
(Class 3) would be converted into 100% of the common equity of the
reorganized Company, thereby eliminating this tranche of secured
debt.  Impaired.  Entitled to vote.  Projected recovery: To Be
Determined.

   * Trade creditors and vendors who maintain or reinstate
existing payment terms or unsecured creditors each holding claims
equal to or less than $5,000 (Class 5) will be paid in full.
Unimpaired.  Not entitled to vote (presumed to accept).  Projected
recovery: 100%.

   * Other unsecured claims (Class 5.1) will be paid in full if
the aggregate amount of unsecured claims does not exceed
$2,500,000, provided that the class votes to accept the Plan.
Impaired.  Entitled to vote.  Projected recovery: 0% to 100% (if
class accepts the Plan or 0% (if class rejects the Plan).

   * Holders of all of the Company's outstanding shares (Class 7)
would receive a distribution of 10 cents per share (provided that
the total amount paid on account of such interests does not exceed
$2.62 million), provided, however, that if a senior class rejects
the plan, the shareholders may receive less or nothing at all.
Impaired. Entitled to vote on Plan.  Projected recovery: N/A

Holders of allowed claims that are impaired and the interest
holders are entitled to vote to accept or reject the Plan.
Holders of claims that are unimpaired are presumed to have
accepted the Plan and are not entitled to vote.

Rotech said the restructuring will allow it to save 4,000 jobs.

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

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

A copy of the Plan is available for free at:

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

                      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.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.


ROTECH HEALTHCARE: Wins Approval for Epiq as Claims Agent
---------------------------------------------------------
Rotech Healthcare Inc. sought and obtained approval of their
request to employ Epiq Bankruptcy Solutions LLC as claims and
noticing agent.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be thousands of
entities to be noticed.  In view of the number of anticipated
claimants and the complexity of the Debtors' businesses, the
Debtors submit that the appointment of a claims and noticing agent
is both necessary and in the best interests of the Debtors'
estates and their creditors.

As claims agent, Epiq will charge the Debtors at these rates:

   Position                                  Hourly Rate
   --------                                  -----------
Clerical                                     $28 to $43
Case Manager                                 $57 to $90
IT/ Programming                              $66 to $128
Senior Case Manager/Consultant               $95 to $133
Senior Consultant                           $152 to $133

For its noticing services, Epiq will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For database
maintenance, the firm will charge $0.10 per record per month.
For-online claim filing services, Epiq will charge $600 per 100
claims filed.  For its communication and call center services,
Epiq's communication counselor will charge $250 per hour.

For its solicitation and balloting services, Epiq's executive vice
president will charge $290 per hour, its vice president, director
of solicitation will charge $250 per hour, and other associates
will charge at standard hourly rates and noticing fees.

The Debtors said they will file a separate application to employ
Epiq as their administrative advisor under Section 327(a) of the
Bankruptcy Code.

                      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.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.


ROTHSTEIN ROSENFELDT: Feds Want Versace Mansion Subpoena Quashed
----------------------------------------------------------------
Carolina Bolado of BankruptcyLaw360 reported that the federal
government on Tuesday urged a Florida bankruptcy judge to shield
its law firm from a subpoena issued by lawyers for Gianni
Versace's former South Beach mansion, in which convicted Ponzi
schemer Scott Rothstein had invested money.

According to the report, the U.S. government filed a statement in
support of its outside legal counsel Jones Foster Johnston &
Stubbs PA's motion to quash a subpoena issued by lawyers for
telecommunications entrepreneur Peter Loftin, who is the majority
owner of Versace's mansion Casa Casuarina.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case filed a bankruptcy plan and disclosure statement on Aug. 17.
The plan was filed and signed by the Committee attorney, Michael
Goldberg of Akerman Senterfitt, and not by the court-appointed
trustee Herbert Stettin.  The plan calls for the creation of a
liquidating trust and four classes of claimants.  A date for
confirmation of the plan was left blank.


ROTHSTEIN ROSENFELDT: Creditors Gambling on Litigation
------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that TD Bank NA on
Tuesday defended the liquidation plan for convicted Ponzi schemer
Scott Rothstein's law firm, which shields the bank from further
claims over its alleged role in the $1.2 billion fraud, accusing
objecting creditors of gambling on a bid to sue the bank for more
than what they are owed.

According to the report, in a statement filed in Florida
bankruptcy court, TD Bank said it is providing $72.45 million
under the plan that will pay back the firm's general unsecured
creditors at or near their full amount.

                   About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case filed a bankruptcy plan and disclosure statement on Aug. 17.
The plan was filed and signed by the Committee attorney, Michael
Goldberg of Akerman Senterfitt, and not by the court-appointed
trustee Herbert Stettin.  The plan calls for the creation of a
liquidating trust and four classes of claimants.  A date for
confirmation of the plan was left blank.


SABINE PASS: New $1.5-Bil. Senior Notes Get Moody's 'Ba3' Rating
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Sabine Pass
Liquefaction's new $1.5 billion of senior secured notes due 2021
and 2023. This new borrowing follows SPL's $1.5 billion bonds
issued in February 2013. Moody's also affirmed SPL's Ba3 rating on
its $3.6 billion first lien bank term loan due 2019 and Sabine
Pass LNG's (SPLNG) B1 rating on its $2.1 billion in senior secured
notes. The rating outlooks for SPL and SPLNG are stable.

The net bond proceeds are expected to effectively displace SPL's
bank loan commitment by $1.36 billion with the remainder used to
pay for increased interest during construction and transaction
costs. Total effective debt after the bond issuance is estimated
at around $3.94 billion compared to the original $3.63 billion of
debt at SPL's first financial close in August 2012.

Ratings Rationale

The rating affirmation incorporates Moody's view that SPL's main
credit drivers are substantially unchanged. Moody's understands
that SPL's new bonds will have substantially similar terms to
SPL's February 2013 bond issuance. Covenant weaknesses for SPL's
bonds are unchanged and include broad allowances for additional
debt, weak asset sale restrictions, exclusion of several affiliate
contracts from the definition of material contracts, and a fall
away of key covenants if the bond ratings are rated investment
grade by two agencies. The $142 million net debt increase will
modestly reduce expected operating period financial metrics
although the financial metrics are expected to be in the 'Baa'
rating category.

The main credit factors supporting SPL's Ba3 senior secured rating
are its long term contract with investment grade off-takers,
likely 'Baa' metrics during operations, and an EPC contract with
Bechtel. Sizeable third party equity investment of $1.9 billion
and the utilization of existing infrastructure are also considered
positive. Key credit risks include considerable construction
period challenges, uncertainties on gas feedstock, major debt
maturities from 2019 through 2023, and SPL's inexperience in
operating liquefaction plants. Other key considerations include
management's aggressive financial policies, uncertainties
regarding the financing and construction of Trains 3 & 4, the lack
of an up-front funding requirement for SPL's debt service reserve,
and CQP's lack of ownership of the Creole Trail Pipeline.

The SPLNG's B1 rating reflects long term contracts with highly
rated third parties for approximately 50% of revenues, acceptable
operational performance since 2009, and some project finance
protections. An affiliate contract with SPL should also provide
greater cash flow certainty once SPL achieves operations. The B1
rating further considers SPLNG's high standalone leverage, a large
debt maturity in 2016 during SPL's construction period, and likely
continuation of low financial metrics until SPL reaches commercial
operations. Over the next several years, Moody's expects SPLNG
will achieve an interest coverage ratio of around 1.4 to 1.5 times
and FFO/Debt of around 3% to 4%.

SPL and SPLNG's stable rating outlooks reflect Moody's assumption
that SPL's construction will be completed generally on time and on
budget and that SPL and SPLNG will meet their performance
obligations under their respective off-take contracts.

SPLNG and SPL's ratings are unlikely to be positively affected in
the near term given uncertainties on the construction and
financing plans for SPL's Trains 3 & 4. Over the longer term,
positive trends that could lead to an upgrade include SPL's
successful construction completion, demonstrated good operational
performance at SPL and SPLNG and the two borrowers' ability to
address their upcoming debt maturities.

SPLNG and SPL ratings could be downgraded if SPL incurs
significant construction cost overruns or delays, if SPLNG incurs
major operating problems or if Trains 3 & 4 add further
significant financial and construction risk. SPLNG and SPL's
ratings could also face negative rating action if SPL's feedstock
sourcing strategy introduces significant imperfections or if any
of SPL's governmental authorizations are revoked or limited.

The principal methodology used in this rating was the Generic
Project Finance Methodology published in December 2010.

Sabine Pass Liquefaction LLC (SPL) is expected to build and
operate a nameplate 9 million ton per annum (mtpa) liquefied
natural gas (LNG) project located in Cameron Parish, Louisiana
next to the existing Sabine Pass LNG L.P.'s regasification plant
(SPLNG). SPL's output is contracted with BG Group and Gas Natural
SA under 20 year off-take contracts. SPLNG owns and operates a
liquefied natural gas receiving terminal with an aggregate
regasification capacity of four Bcf/d and five LNG storage tanks.
SPLNG has third party 20-year contracts for half of the capacity.
SPL expects to utilize SPLNG's existing infrastructure including
storage tanks and marine terminal under an affiliate contract.
Cheniere Energy Partners (CQP) owns SPL and SPLNG. CQP is owned by
private equity funds managed by Blackstone, Cheniere Energy, and
public investors.


SABINE PASS: S&P Assigns 'BB+' Rating to $1BB Senior Secured Bonds
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
project rating to Sabine Pass Liquefaction LLC's (SPL) $1 billion
of senior secured bonds due 2013, and affirmed the 'BB+' project
rating on SPL's existing bonds, which it is upsizing to
$2 billion, and its senior secured term loan.  The new debt will
reduce the phase one term loan to about $1 billion from the
original $3.6 billion.  Total phase one debt will consist of
$3 billion of bonds and a $1 billion term loan.  The issues are
all pari passu.  The outlook is stable and the recovery rating on
SPL's senior secured debt is '3', indicating a meaningful (50% to
70%) recovery if a payment default occurs.

The rating on SPL reflects S&P's expectation of stable contracted
cash flow from creditworthy counterparties and strong debt service
coverage ratios (DSCR) in phase one.  At the same time, the rating
is limited by several factors, including development risk and
structural weaknesses in the debt service reserve fund (DSRF), the
nonconsolidation opinion (and a lower-rated parent) and the
Blackstone Fund VI funding guarantee.  S&P also believes the
potential for pari passu expansion debt, although subject to
restrictions in the common terms agreement, presents additional
risk.

Debt repayment is supported by stable cash flows from 20-year sale
and purchase agreements guaranteed by investment-grade parents of
BG Gulf Coast LNG LLC (BG; unrated) and Gas Natural
Aprovisionamientos SDG S.A. (Gas Natural; unrated), with
performance requirements that SPL will likely be able to meet, and
termination conditions that S&P believes is unlikely to occur.
S&P forecasts strong DSCRs, averaging about 2x, and minimums
around 1.8x.  Construction will use proven ConocoPhillips
liquefaction technology and will be performed under a date-
certain, fixed-price engineering, procurement, and construction
contract with well-experienced contractor  Bechtel Oil Gas &
Chemicals Inc. (BOGCI; unrated).  BOGCI has contractual incentives
to achieve scheduled completion and the construction budget has
adequate contingency.  S&P believes operation and maintenance risk
is manageable at the rating level, and that the project will be
able to get sufficient gas from the robust U.S. natural gas supply
market, and deliver it via extensive pipeline connectivity across
the Creole Trail Pipeline.

"At the same time, we view the 'BB+' SPL rating as constrained by
several factors, including the 'B+' credit quality of its sole
parent Cheniere Energy Partners L.P. (CQP) because its current or
future creditors could want to break SPL's structural ring-fencing
if CQP is in distress.  Although SPL's project structure should
provide insulation from CQP's credit quality, CQP's guarantee of
terminal use payments to affiliate Sabine Pass LNG L.P. and its
pledge of rights under the Unit Purchase Agreement with Blackstone
to SPL lenders could support an argument for substantive
consolidation if CQP files for bankruptcy, and therefore limit the
project's ratings separation.  Until the protections are affirmed
in court, there remains uncertainty as to whether the ring-fencing
measures will perform as intended.  Therefore, we limit the rating
separation to three notches to reflect uncertainty regarding the
project's bankruptcy remoteness if the parent files.  If the ring-
fencing protections were to survive a parent bankruptcy, we would
likely decouple the ratings and rate SPL based on its stand-alone
credit profile.  In our view, CQP's credit profile could improve
after construction when cash flow distributions from project
operations begin to improve the parent entities' financial
profile," S&P noted.

"We base the stable outlook on our assessment of current
construction arrangements and counterparty dependency assessments.
We consider an upgrade unlikely during construction, even as the
project gets fully financed and even if we upgrade the
counterparties, based on the construction, structural, business,
and financial risks.  We could lower the rating if the bank group
remains a minority lender and retains control over additional debt
decisions without consent from the majority lenders, if major
construction problems result in significantly higher costs or a
delay in the schedule, if key counterparties' credit quality
deteriorates, or if the credit profile at CQP, which currently
caps the SPL rating, deteriorates.  We could also lower the rating
if the project proceeds with developing phase two or phase three
and we view them as having lower credit quality due to unexpected
risks, weaker counterparties, or a structure that leads to lower
financial performance.  After construction, we could raise the
rating if performance meets or exceeds our current expectations
over the debt's tenor and the reserve account is fully funded,"
S&P added.


SAI HOLDINGS: Summary Judgment Bids vs. Toncee's Motion Denied
--------------------------------------------------------------
Bankruptcy Judge Mary Ann Whipple denied motions for summary
judgment filed by Bank of America, N.A. and by the SAI
Administrative Claim and Creditor Trust with respect to Toncee
Inc.'s motion to compel in the bankruptcy cases of SAI Holdings
Limited, et al.

When SAI Holdings filed for bankruptcy in November 2006, it also
won court approval to obtain postpetition financing from Bank of
America.  The Bank was granted a security interest in all of the
Debtors' assets.  A supplemental order was also obtained, which
further granted the Bank a lien on avoidance actions of up to
$1,288,129.  After the Debtors' plan got confirmed, the bankruptcy
court granted Toncee an allowed administrative claim for $280,497.

Toncee then sought an order requiring the Bank to disgorge money
that it received from the Trust as repayment for certain advances
made by the Bank to the SAI Trust.  Toncee argued the Bank is not
entitled to a superpriority claim with respect to the amounts
advanced by it post-confirmation and that the advances were made
without authority on an unsecured basis.  Toncee contended they
should not have been repaid before administrative claim-holders
are paid.

The Bankruptcy Court agrees with Toncee that the Liquidating
Agent's exercise of discretion in obtaining post-confirmation
loans from the Bank is subject to review to determine whether it
was within the terms and purposes of the SAI Trust.  The Court
further agrees with Toncee that disgorgement of Trust funds
transferred to the Bank in payment of the challenged loans is
proper to the extent that the Liquidating Agent acted beyond the
authority granted him in the SAI Trust when borrowing money from
the Bank and the Bank loaned the money with knowledge or notice of
the breach of trust.

A copy of the Bankruptcy Court's April 1, 2013 Memorandum of
Opinion is available at http://is.gd/Sw9Xi6from Leagle.com.

Headquartered in Butner, N.C., SAI Holdings Ltd. manufactures and
retails vinyl-coated upholstery fabrics.  The company filed for
Chapter 11 protection on November 8, 2006 (Bankr. N.D. Ohio
Case No. 06-33227).  Its debtor-affiliates, Athol Manufacturing
Corp. (Bankr. Case No. 06-33228) and Sandusky, Ltd. (Bankr. Case
No. 06-33229) filed for separate chapter 11 petitions on the same
date.  Ronald E. Gold, Esq., and Douglas L. Lutz, Esq., at Frost
Brown Todd LLC, represented the Debtors in their restructuring
efforts.  Jason W. Bank, Esq., in Bloomfield Hills, Michigan,
served as counsel to the Official Committee of Unsecured
Creditors.  In their schedules, the Debtors listed total
assets of $4,764,538 and total liabilities of $23,291,638.


SAN DIEGO HOSPICE: Taps Foley & Lardner as Medicare Counsel
-----------------------------------------------------------
San Diego Hospice & Palliative Care Corporation seeks
authorization from the U.S. Bankruptcy Court for the Southern
District of California to employ Foley & Lardner LLP as its
special Medicare counsel.

Medicare provides 85% of the Debtors revenue.  Medicare has been
conducting and audit of the Debtor's records since February 2011.
On Oct. 19, 2012, Medicare stopped all of its payments to the
Debtor for two weeks.  This caused a severe cash flow issue for
the Debtor.  Due to the nature of the audit, and the notoriety
around Medicare stopping its payments to the Debtor, the census
dropped significantly which has resulted in a severe diminution of
the Debtors cash flows.  The results of the audit -- which is not
the result of any issues concerning patient care -- will likely
not be known for a considerable period of time, the Debtor said.

Judith A. Waltz, an attorney at Foley, will assist the Debtor in
responding to pending investigations by or through CMS, Medicare,
the Department of Justice, and the Office of the U.S. Attorney
relating to the Medicare audit, at an hourly rate of $615.

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

                       About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Cal. Case No. 13-01179) in San Diego on
Feb. 4, 2013.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

The Debtor scheduled $20,369,007 in total assets and $14,888,058
in total liabilities.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.


SAN DIEGO HOSPICE: Hires Medical Dev't as Healthcare Advisor
------------------------------------------------------------
San Diego Hospice & Palliative Care Corporation early this month
filed a request for permission from the U.S. Bankruptcy Court for
the Southern District of California to employ Medical Development
Specialists and its Vice President, Richard A. Yardley, as health
care management consultant.

MDS will:

      a. review relevant information and documents related to the
         Debtor's recent situation including historical volumes,
         financial statements, recent Medicare audit findings, and
         other relevant materials;

      b. analyze information and documents specific to the
         organization's recent historical performance,
         management's efforts to improve performance, and
         evaluation strategic options/alternatives;

      c. provide an opinion related to the organization's value;
         and

      d. summarize key findings in the form of a written
         declaration.

MDS said in the engagement letter that it anticipates that its
fees won't exceed $10,000.

Richard A. Yardley, Vice President of MDS, attests to the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                       About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Cal. Case No. 13-01179) in San Diego on
Feb. 4, 2013.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

The Debtor scheduled $20,369,007 in total assets and $14,888,058
in total liabilities.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.


SAN DIEGO HOSPICE: Has Court OK FOR Procopio Cory as Counsel
------------------------------------------------------------
San Diego Hospice & Palliative Care Corporation sought and
obtained authorization from the Hon. Margaret M. Mann of the U.S.
Bankruptcy Court for the Southern District of California to employ
Procopio, Cory, Hargreaves & Savitch LLP as bankruptcy counsel.

Procopio Cory will, among other things, assist the Debtor in the
negotiation, preparation, confirmation, and implementation of a
plan of reorganization, at these hourly rates:

      Jeffrey Isaacs                 $595
      Gerald P. Kennedy              $495
      Philip J. Giancinti, Jr.       $470
      Jamie L. Altman                $275

Procopio Cory was paid a retainer in the sum of $70,000 as
security for work commencing Jan. 30, 2013 forward until the
retainer is exhausted.

Jeffrey Isaacs, of counsel of the Firm, attests to the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                       About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Cal. Case No. 13-01179) in San Diego on
Feb. 4, 2013.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

The Debtor scheduled $20,369,007 in total assets and $14,888,058
in total liabilities.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.


SATCON TECHNOLOGY: JCI Joins Bank in Opposing Operations
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when a business is being liquidated in Chapter 7
bankruptcy, allowing the trustee to operate the business for a
limited time is usually routine.  Not so with in the liquidation
of Satcon Technology Corp., which made inverters converting direct
current produced by renewable energy sources into alternating
current suitable for the electric grid.

The report recounts that the bankruptcy judge converted the
Chapter 11 reorganization to a Chapter 7 liquidation at the
company's request in February after there were no bids acceptable
to lender Silicon Valley Bank and the bank refused to allow
further use of cash.

According to the report, Charles Forman, the Chapter 7 trustee,
filed papers seeking limited authority to operate the business and
use cash while making another stab at selling.  The bank and
pre-bankruptcy customer Johnson Controls Inc. both objected.

Silicon Valley Bank doesn't want its dwindling cash collateral
used to defray the trustee's $3.1 million budget.  The bank said
three prior attempts at a sale failed, and there's "little
meaningful interest in the debtor's assets by any significant
players."  The bank doesn't want cash used absent "rigorous
oversight" of the trustee's budget.

The bank said bankruptcy lender China Great Wall Computer Shenzhen
Co. told the trustee of its interest in buying the assets through
a so-called credit bid, where the purchase would be paid using
$2.7 million in debt rather than cash.

                     About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors tapped to retain
Holland & Knight LLP as its counsel, Sullivan Hazeltine Allinson
LLC as its co-counsel.


SCOTTSDALE VENETIAN: Has Nod to Use Cash Collateral Until May 31
----------------------------------------------------------------
The Hon. George B. Nielsen of the U.S. Bankruptcy Court for the
District of Arizona has granted Scottsdale Venetian Village, LLC,
permission to use cash collateral until May 31, 2013.

First National Bank of Hutchinson asserts a valid and perfected
security interest in substantially all of the Debtor's assets.  As
of the Petition Date, Debtor was indebted to the Lender under the
loan documents in the principal amounts of $6,662,171.06 under the
first loan and $226,686.14 under the second note.  The Lender has
indicated a willingness to consent to Debtor's use of the cash
collateral.

As adequate protection, the Lender is granted continuing valid,
perfected, enforceable and non-avoidable security interests in and
liens and mortgages upon all assets and property of the Debtor and
the estate to the same extent and priority as Lender's prepetition
security interests liens and mortgages, to the extent of any
diminution in value of the prepetition collateral.

The Lender will hold a lien on the post-petition revenues
generated through the operation of the Debtor's Papi Chulo's
Mexican Grill & Cantina restaurant.

The Debtor will also make monthly adequate protection payments to
the Lender in the amount of $5,500, on the 10th day of each month,
beginning on March 10, 2013.

                     About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., at Polsinelli
Shughart, P.C., in Phoenix.


SCOTTSDALE VENETIAN: No Creditors Committee Appointed
-----------------------------------------------------
Elizabeth Amorosi, the Assistant U.S. Trustee for Region 14, has
informed the Hon. George B. Nielsen of the U.S. Bankruptcy Court
for the District of Arizona that she has been unable to appoint a
committee of unsecured creditors in the bankruptcy case of
Scottsdale Venetian Village, LLC.  The U.S. Trustee said that an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on the committee.
The U.S. Trustee reserves the right to appoint a committee should
interest develop among the creditors.

                     About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., at Polsinelli
Shughart, P.C., in Phoenix.


SEAWORLD PARKS: IPO and Dividend Policy Won't Impact 'B1' CFR
-------------------------------------------------------------
Moody's Investors Service said SeaWorld Parks & Entertainment,
Inc.'s B1 Corporate Family Rating, Ba3 senior secured credit
facility rating, and stable rating outlook are not affected by
SeaWorld Entertainment, Inc.'s announced details of its planned
initial public offering and dividend policy upon completion of the
IPO.

Debt repayment funded from IPO proceeds will favorably reduce
SeaWorld's leverage and Moody's believes the approximate $74
million annual dividend is manageable within the company's
projected cash flow. Moody's updated the loss given default
estimate on the senior secured credit facility to LGD3 -- 41% from
LGD3 -- 40% to reflect the anticipated debt mix.

LGD Updates:

Issuer: SeaWorld Parks & Entertainment, Inc.

  Senior Secured Bank Credit Facility, Changed to LGD3 - 41% from
  LGD3 - 40% (no change to Ba3 rating)

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

SeaWorld, headquartered in Orlando, Florida, owns and operates 11
amusement and water parks located in the U.S. Properties include
SeaWorld (Orlando, San Diego and San Antonio), Busch Gardens
(Tampa and Williamsburg) and Sesame Place (Langhorne, PA). The
Blackstone Group (Blackstone) acquired SeaWorld in December 2009
in a $2.4 billion (including fees) leveraged buyout. SeaWorld
Entertainment, Inc. (SEAS; SeaWorld's parent) filed for an initial
public offering in December 2012, although the offering size and
the proceeds split between the company and selling shareholders
(primarily Blackstone) has not been determined. SeaWorld's revenue
for the fiscal year ended December 2012 was approximately $1.4
billion.


SENSATA TECHNOLOGIES: Moody's Rates New $400MM Senior Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Sensata
Technologies B.V. new $400 million Senior Unsecured Notes and
affirmed the company's Corporate Family Rating and Probability of
Default Ratings at Ba3 and Ba3-PD, respectively. Concurrently,
Moody's upgraded the Senior Secured credit facility (revolver and
term loan) to Baa3 from Ba2 and upgraded its $700 million Senior
Unsecured Notes to B1 from B2. The rating outlook has been changed
to Positive from Stable to reflect the company's ongoing balance
sheet improvement and the expectation that the company's credit
metrics will further strengthen over the next year. Sensata's
Speculative Grade Liquidity Rating (SGL) at SGL-1 was affirmed.

Rating Rationale:

Sensata's Ba3 CFR reflects its strong credit metrics for the
rating category as well as its leading market position and
globally diversified platform. The rating benefits from recent
years' balance sheet focus, entrenched position with many
customers that reduces the volatility of its revenues, increased
end-market product applications and a very good liquidity profile,
weighed against the cyclical nature of many of the company's end
markets as well as its significant exposure to weak European
markets.

The rating upgrade on Sensata's Senior Secured credit facility
reflects the meaningful reduction in first lien debt due to their
paydown from the new notes offering. The credit facility also
benefits from its first lien secured position in the capital
structure and guarantees from certain domestic and foreign
subsidiaries.

Proceeds from the new Senior Unsecured notes along with $200
million of balance sheet cash are anticipated to fund a $600
million prepayment of its $1.1 billion secured Term Loan. The new
notes and the senior debt paydown change Sensata's capital
structure so that pro forma for the transaction, the approximately
$480 million Term Loan and $250 million undrawn revolver will
compare with and be supported by $1.1 billion in more junior debt.
Sensata's Parent will not assume any liability for or guarantee
the notes.

Upgrades:

Issuer: Sensata Technologies B.V.

Senior Secured Bank Credit Facilities (various maturities),
Upgraded to Baa3 LGD2, 13% from Ba2 LGD2, 28%

Senior Unsecured Regular Bond/Debentures (various maturities),
Upgraded to B1 LGD4, 69% from B2 LGD5, 83%

Assignments:

Issuer: Sensata Technologies B.V.

Senior Unsecured Regular Bond/Debenture, Assigned B1 LGD4, 69 %

Outlook Actions:

Issuer: Sensata Technologies B.V.

Outlook, Changed To Positive From Stable

Affirmations:

Issuer: Sensata Technologies B.V.

Probability of Default Rating, Affirmed Ba3-PD

Corporate Family Rating, Affirmed Ba3

SLG affirmed at SGL-1

Additional positive ratings traction could occur if its end
markets improve, particularly in its European operations.
Additionally, if the company was to continue to reduce its
leverage such that its debt to EBITDA was expected to remain below
3.0x on a sustainable basis, the rating may improve. Positive
sales growth above the rate of inflation with improving margins
would also be important to a positive rating action. An improving
balance sheet, particularly if through a more conservative share
buyback program and greater cash generation, would also support
positive ratings traction.

The outlook could revert back to stable from positive if the
company's operating performance were to weaken. A large debt
financed acquisition could also pressure the rating. The ratings
could be downgraded or a negative ratings outlook could occur if
EBITA margins compress to less than 10% on a sustained basis, and
leverage increased above 4.25x for the intermediate term.

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

Sensata Technologies B.V. is an indirect wholly-owned subsidiary
of Sensata Technologies Holding N.V., a globally diversified
manufacturer of sensors and controls products for mission critical
applications across a variety of end markets, including
automotive, aerospace, HVAC, and general industrial markets. The
company's products include sensors measuring pressure, force, and
speed, and thermal and magnetic-hydraulic circuit breakers and
switches. 2012 revenue was approximately $1.9 billion.


SEQUENOM INC: Incurs $117 Million Net Loss in 2012
--------------------------------------------------
Sequenom, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$117.02 million on $89.69 million of total revenues for the year
ended Dec. 31, 2012, as compared with a net loss of $74.13 million
on $55.90 million of total revenues for the year ended Dec. 31,
2011.  The Company incurred a net loss of $120.84 million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $248.95
million in total assets, $200.94 million in total liabilities and
$48 million in total stockholders' equity.

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

                        http://is.gd/bVUjXS

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.


SHOCKING TECHNOLOGIES: Littelfuse Writes Off Loan Balance
---------------------------------------------------------
Littelfuse, Inc. on April 10 revised guidance for the first
quarter of 2013 as follows:

-- Sales for the first quarter of 2013 are now expected to be
approximately $171 million compared to previous guidance of $158
to $168 million.

-- On a GAAP basis, the company now expects first quarter 2013
earnings of $0.63 to $0.66 per diluted share.  This includes a
non-cash charge of approximately $10.7 million pre-tax ($0.29 per
share after tax) to write off the remaining equity investment and
loan balance for Shocking Technologies, which is in Chapter 7
bankruptcy.  The previous guidance, which called for earnings in
the range of $0.75 to $0.88 per diluted share, did not include
this charge.

"After a relatively weak finish to 2012, all three of our
businesses grew sales in the first quarter of 2013," said Gordon
Hunter, Chief Executive Officer.  "The higher sales combined with
solid operational execution contributed to improved operating
margin for the quarter."

No conference call will be held in conjunction with this guidance
revision.  Littelfuse is scheduled to release financial results
for the first quarter on Tuesday, April 30, 2013.

                        About Littelfuse

Founded in 1927, Littelfuse, Inc. -- http://www.littelfuse.com--
provides circuit protection products and solutions.  Littelfuse
devices protect products in virtually every market that uses
electrical energy, from consumer electronics to automobiles to
industrial equipment.  In addition to its Chicago, Illinois, world
headquarters, Littelfuse has more than 30 sales, distribution,
manufacturing and engineering facilities in the Americas, Europe
and Asia. Technologies offered by Littelfuse include Fuses; Gas
Discharge Tubes (GDTs); Positive Temperature Coefficient Devices
(PTCs); PulseGuard(R) ESD Suppressors; SIDACtor(R) Devices;
Silicon Protection Arrays (SPA(R)); Switching Thyristors; TVS
Diodes and Varistors.  The company also offers a comprehensive
line of highly reliable Electromechanical and Electronic Switch
and Control Devices for commercial and specialty vehicles and
Sensors for automobile safety systems, as well as Protection
Relays and underground Power Distribution Centers for the safe
control and distribution of electricity.

                   About Shocking Technologies

Shocking Technologies develops Voltage Switchable Dielectric
materials that protect electronic components from harmful
electrostatic discharge (ESD).


SIGNATURE TRUST: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Signature Trust Funding, LLC
        200 Corporate Circle
        Harrisburg, PA 17110

Bankruptcy Case No.: 13-01860

Chapter 11 Petition Date: April 10, 2013

Court: U.S. Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Robert N. Opel, II

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  CUNNINGHAM AND CHERNICOFF, P.C.
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809
                  E-mail: rec@cclawpc.com

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

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

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

The petition was signed by Bruce A. Barilar, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Bruce A. Barilar                      12-03569            06/13/12


STAMP FARMS: Creditors Committee Has 3 New Members
--------------------------------------------------
The Troubled Company Reporter reported in January that Daniel M.
Mcdermott, U.S. Trustee for Region 9, appointed these entities to
the official committee of unsecured creditors of Stamp Farms, LLC,
et al.: Agri-Nutrient Application L.L.C., Koviack Irrigation and
Farm Services, Ronald Gless, RCS, and Lee Franz.  According to a
February filing by the U.S. Trustee, entities now comprising the
Committee are:

      1. Wilbur-Ellis Company
         c/o Amy Cassiday
         4160 Ten Mile Road
         Sparta, MI 49345
         Tel: (616) 887-8333
         Fax: (616) 887-2193
         E-mail: acassiday@wilburellis.com

      2. RCS
         c/o Edward Boyer
         70750 Union Rd.
         Union, MI 49130
         Tel: (574) 215-8100
         Fax: (269) 641-5346

      3. Dave's Concrete Products, Inc.
         c/o Dave Flory
         79811 M-40
         Lawton, MI 49065
         Tel: (269) 624-4106
         Fax: (269) 624-4109
         E-mail: shortdouble@yahoo.com

      4. Lee Franz
         50321 Phillips Road
         Dowagiac, MI 49047
         Tel: (269) 357-4658
         Fax: (269) 782-2257
         E-mail: cfranzkraft@gmail.com

      5. TK Burch LLC
         c/o Tamera Kay Burch
         76679 M-40
         Lawton, MI 49065
         Tel: (269)-624-7145
         Fax: (269-624-7145
         E-mail: burchs_angus@hotmail.com

                         About Stamp Farms

Stamp Farms, L.L.C., and three affiliates sought Chapter 11
protection (Bankr. W.D. Mich. Lead Case No. 12-10410) on Nov. 30,
2012, in Grand Rapids, Michigan.  Stamp Farms began in 1968 with
its purchase of 168 acres of farmland in Decatur, Michigan.  The
family was also heavily involved in the swine industry, operating
a 500 sow swine operation until 1995.  In 1997, Mike Stamp took
over operations of Stamp Farms' 1500 acres and has grown the farm
operation to cover 20,000+ acres across six southwestern Michigan
counties.

Debtor Stamp Farms sells its grain to Northstar Grain, L.L.C.,
solely owned by Mike Stamp, which conducts a grain elevator
business on land it owns and leases and upon which buildings,
grain storage bins, grain loading and related equipment and rail
spurs are located.

Stamp Farms estimated at least $10 million in assets and at least
$50 million in liabilities in its bare-bones petition.

Mr. Stamp also filed a Chapter 11 petition (Case No. 12-10430).

Judge Scott W. Dales oversees the case.  The Debtor has hired the
law firm of Varnum LLP as counsel.  O'Keefe & Associates
Consulting, L.L.C. serves as financial restructuring advisors .

The Official Committee of Unsecured Creditors tapped to retain
Robbins, Salomon & Patt, Ltd., as its counsel, and Emerald
Agriculture, LLC, as its financial consultant.




STANFORD GROUP: Victim Payment Plan Goes to Judge
-------------------------------------------------
Thomas Korosec & Andrew Harris, writing for Bloomberg News,
reported that R. Allen Stanford's investors may now be able to
recoup some of their losses more than four years after the
Stanford Group Co. founder was sued by the U.S. Securities and
Exchange Commission and put out of business.

According to the report, Ralph Janvey, the receiver appointed by a
federal judge to marshal and liquidate Stanford's personal and
business assets in February 2009, is set to ask permission to make
a $55 million interim distribution, about one penny for each of
the $5.1 billion dollars lost in the fraud scheme.

Bloomberg said the proposed payout trails the more than $5.4
billion paid to victims of Bernard L. Madoff, who was arrested in
December 2008, about $4.9 billion paid clients of the MF Global
Inc. brokerage after its parent MF Global Holdings Ltd. failed in
October 2011, and the $123 million interim distribution for
victims of Peregrine Financial Group Inc. founder Russell
Wasendorf, who prosecutors last year said stole $215 million.

"No distribution plan can satisfy every claimant," Janvey's
lawyers said in a Feb. 12 filing with U.S. District Judge David
Godbey in Dallas, Bloomberg recalled.  "But the receiver's interim
plan, which drew only three objections from thousands of
claimants, comes remarkably close."

Bloomberg related that a federal jury in Houston last year found
Stanford, 63, guilty of lying to investors about the nature and
oversight of certificates of deposit issued by his Antigua-based
bank. The jurors later decided he must forfeit $330 million in
accounts seized by the U.S. government.  Sentenced to 110 years in
federal prison, Stanford has appealed the jury's verdict.

The SEC case is Securities and Exchange Commission v. Stanford
International Bank, 09-cv-00298, U.S. District Court, Northern
District of Texas (Dallas). The criminal case is U.S. v. Stanford,
09-cr-00342, U.S. District Court, Southern District of Texas
(Houston).

                    About Stanford Group

The Stanford Financial Group was a privately held international
group of financial services companies controlled by Allen
Stanford, until it was seized by United States (U.S.) authorities
in early 2009.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
served more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not
guilty to 21 charges of multi-billion dollar fraud, money-
laundering and obstruction of justice.  Assistant Attorney
General Lanny Breuer, as cited by Agence France-Presse News, said
in a 57-page indictment that Mr. Stanford could face up to 250
years in prison if convicted on all charges.  Mr. Stanford
surrendered to U.S. authorities after a warrant was issued for
his arrest on the criminal charges.


STEREOTAXIS INC: Post-Effective Amendments to Form S-1 Prospectus
-----------------------------------------------------------------
Stereotaxis, Inc., filed with the U.S. Securities and Exchange
Commission post-effective amendments to its Form S-1 registration
statements relating to:

   (a) the offer and sale, from time to time, of up to 2,035,531
       shares of the common stock, par value $0.001 per share, of
       the Company, issuable to selling stockholders upon the
       exercise of warrants to purchase the Company's common stock
       held by those selling stockholders;
   (b) the offer and sale, from time to time, by the selling
       stockholders of up to 7,474,153 shares of the Company's
       common stock, which includes (i) up to 4,070,032 shares of
       the Company's common stock issuable upon conversion of or
       otherwise underlying the Company's subordinated
       convertible debentures and (ii) up to 3,404,121 shares of
       the Company's common stock issuable upon the exercise of
       warrants; and

   (c) the offer and sale, from time to time, of up to 2,819,345
       shares of the Company's common stock, par value $0.001 per
       share, of Stereotaxis which includes 650,618 shares of the
       Company's common stock issuable to certain of the selling
       stockholders upon the exercise of warrants to purchase the
       Company's common stock.

The Company's common stock is listed on the Nasdaq Global Market
under the symbol "STXS."  On March 28, 2013, the last reported
sale price for the Company's common stock on the Nasdaq Global
Market was $2.00 per share.

                        About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company incurred a net loss of $9.23 million in 2012, as
compared with a net loss of $32.03 million in 2011.   The
Company's balance sheet at Dec. 31, 2012, showed $32.16 million in
total assets, $50.95 million in total liabilities and a $18.79
million total stockholders' deficit.


STEWARD HEALTH: S&P Retains 'B' CCR Over Upsized Term Loan
----------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' corporate
credit rating and issue-level ratings on U.S.-based Steward Health
Care System LLC are unchanged after the company's plan to upsize
and tighten pricing on its new first-lien term loan.

The company's proposed $250 million first-lien term loan due 2020
will be upsized to $285 million.  The upsizing does not change
original conclusions on leverage or recovery coverage.  The
company will use the additional $35 million to fund growth
initiatives and pay down a portion of its revolver borrowings.

The ratings on Steward Health Care System LLC reflect its
"vulnerable" business risk profile and "highly leveraged"
financial risk profile.  The key credit factors S&P considered in
its business risk assessment include the company's low operating
margins, limited geographic diversity, and exposure to
reimbursement risk.  S&P's financial risk assessment incorporates
its high adjusted debt leverage, weak cash flow, and aggressive
financial policy.  Steward is a low-cost, fully-integrated
provider of community-based health care services in Massachusetts.

RATINGS LIST

Steward Health Care System LLC
Corporate Credit Rating                 B/Stable/--
Senior Secured
  $285M term loan B due 2020            B
   Recovery Rating                      3


SUPERMEDIA INC: Has Court's Final OK to Access Cash Collateral
--------------------------------------------------------------
Supermedia Inc. and its debtor affiliates obtained a final order
from the Bankruptcy Court to use cash collateral for working
capital and general corporate purposes.

As reported by The Troubled Company Reporter on March 19, 2013,
the secured lenders, led by JPMorgan Chase Bank, N.A. as the
administrative agent will receive as adequate protection: (a)
superiority claims under Sec. 507(b) of the Bankruptcy Code; (b)
first priority liens on unencumbered property, liens junior to
certain existing liens, and liens senior to certain existing
liens; (c) payment of accrued and unpaid prepetition interest,
fees and costs, based on the applicable non-default rate set forth
in the credit agreements; and (d) payment of fees and expenses
incurred by professionals hired by the administrative agents.

Under the Cash Collateral Order, no more than $3,000,000 has been
earmarked for professional fees allowed by the Bankruptcy Court.
No more than $50,000 has also been made available to any Committee
for the investigation of secured lenders' liens or causes of
action against the secured lenders.

In a separate final order, Judge Kevin Gross also authorized the
Debtors to pay prepetition amounts owed to creditors on account of
prepetition claims as they become due in the ordinary course.  As
reported by the TCR on March 19, the Debtors expect to make
payments of $21.4 million to creditors within 45 days of the
Petition Date in the ordinary course of business.  They include
costs for professional services, distribution, traffic,
publishing, and contract services, among other things.


                        About SuperMedia

Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly
known as Idearc, Inc., is a yellow pages directory publisher in
the United States. Its portfolio includes the Superpages
directories, Superpages.com, digital local search resource on both
desktop and mobile devices, the Superpages.com network, which is a
digital syndication network, and its Superpages direct mailers.
SuperMedia is the official publisher of Verizon, FairPoint and
Frontier print directories in the markets in which these companies
are the incumbent local telephone exchange carriers.  Idearc was
spun off from Verizon Communications, Inc., in 2006.

At Dec. 31, 2012, SuperMedia had approximately 3,200 employees, of
which approximately 950 or 30% were represented by unions.

SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to
effectuate a merger of equals with Dex One Corp.  SuperMedia
disclosed total assets of $1.4 billion and total debt of $1.9
billion.

Morgan Stanley & Co. LLC is acting as financial advisors to
SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young
Conaway Stargatt & Taylor, LLP are acting as its legal counsel.
Fulbright & Jaworski L.L.P is special counsel.  Chilmark Partners
Is acting as financial advisor to SuperMedia's board of directors.
Epiq Systems serves as claims agent.

This is SuperMedia's second stint in Chapter 11 Idearc and its
affiliates filed for Chapter 11 protection (Bankr. N.D. Tex. Lead
Case No. 09-31828) in March 2009 and emerged from bankruptcy in
December 2009, reducing debt from more than $9 billion to $2.75
billion.


SYNAGRO TECHNOLOGIES: Moody's Affirms 'Caa3' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service added a limited default designation to
the Caa-PD probability of default rating of Synagro Technologies
Inc. Instrument ratings are unaffected.

Ratings:

  Corporate family, affirmed at Caa3

  Probability of default: affirmed at Caa3-PD (appended with LD
  designation)

  $290 million first-lien term loan due April 2014, affirmed at
  Caa3 LGD3, 37%

  $150 million second-lien term loan due October 2014, affirmed at
  Ca LGD5, 86%

Rating outlook: Negative

Ratings Rationale:

The company recently negotiated a $79 million replacement
revolving credit facility for its $89 million revolving credit
facility which was to mature on April 2, 2013. Moody's believes
this transaction represents a default per Moody's definition.
Moody's added the "LD" designation to the probability of default
rating and will remove it within three business days.

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

Synagro Technologies, Inc., based in Houston, Texas, is a recycler
of bio-solids and other organic residuals in the U.S. Revenue in
2012 was $319 million and the total debt balance on December 31,
2012 was $502 million. The company is majority-owned by entities
of The Carlyle Group.


T3 MOTION: Delays 2012 Form 10-K, Expects to Report $21MM Loss
--------------------------------------------------------------
T3 Motion, Inc., was unable to file the Form 10-K for the year
ended Dec. 31, 2012, without unreasonable effort or expense due to
recent financing events that resulted in delays in its completion
of the Company's annual audit and receipt of the report from the
Company's auditors.


"The Company's business operations have changed over the past year
as the company began to focus on reducing operating expenses and
cost of products sold and increase unit sales through a new
reseller distribution channel in North America.  Therefore, the
Company anticipates significant changes in its results of
operations as compared to the corresponding period for the last
fiscal year."

The Company's net loss for the fiscal year ended Dec. 31, 2012,
was approximately $21.2 million compared to a net loss of $5.5
million during the fiscal year ended Dec. 31, 2011.  The loss for
the fiscal year ended Dec. 31, 2012, consisted of operating losses
of approximately $6.1 million in 2012 and other expenses of $15.1
million in 2012, primarily non-cash expenses related to derivative
liabilities for securities issued with the Company's $4.3 million
Nov. 27, 2012, secured convertible debentures.  In 2011, the
Company had operating losses of $7.2 million and other (income) of
($1.7 million).

The Company ended 2012 with total assets of approximately $3.8
million (representing a decrease of $0.7 million as compared to
the corresponding period for the year ended Dec. 31, 2011),
including $1.3 million in cash, $0.5 million in accounts
receivable, and $1.2 million in inventories.  At Dec. 31, 2011,
the Company had total assets of $4.5 million, including $2.2
million in cash, $0.5 million in accounts receivable, and $1.8
million in inventories.

                           About T3 Motion

Costa Mesa, Cal.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

After auditing the 2011 results, KMJ Corbin & Company LLP, in
Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has had negative cash flows from operations since
inception, and at Dec. 31, 2011, has an accumulated deficit of
$54.9 million.

The Company reported a net loss of $5.50 million in 2011, compared
with a net loss of $8.32 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $2.81 million in total assets,
$4.48 million in total liabilities, and a $1.66 million total
stockholders' deficit.

                         Bankruptcy Warning

"Our principal capital requirements are to fund our working
capital requirements, invest in capital equipment, to make debt
service payments and the continued costs of public company filing
requirements.  We have historically funded our operations through
debt and equity financings, and the Company will require
additional debt or equity financing in the future to maintain
operations.  The Company cannot make any assurances that
additional financings will be completed on a timely basis, on
acceptable terms or at all.  If the Company is unable to complete
a debt or equity offering, or otherwise obtain sufficient
financing when and if needed, it would negatively impact our
business and operations, which could cause the price of our common
stock to decline.  It could also lead to the reduction or
suspension of our operations and ultimately force us to go out of
business.  Currently, the Company does not have sufficient cash to
pay its current obligations including but not limited to payroll
for its employees.  If the Company does not succeed in raising
additional outside capital in the short term, the Company will be
forced to seek strategic alternatives which could include
bankruptcy or reorganization," the Company said in its quarterly
report for the period ended Sept. 30, 2012.


TAYLOR BEAN: FDIC Fires Back at PwC's Bid to Dodge $1B Suit
-----------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that the Federal
Deposit Insurance Corp. pushed back against PricewaterhouseCoopers
LLP's bid to toss the FDIC's suit over Colonial Bank's $1 billion
loss in the Taylor Bean & Whitaker Mortgage Corp. mortgage fraud
scheme, saying the auditor's interpretation of the U.S. Supreme
Court's O'Melveny & Myers decision is faulty.

According to the report, the FDIC told an Alabama federal judge
that the high court's ruling in O'Melveny & Myers v. FDIC clearly
holds that state law, not federal law, determines whether the
FDIC, as receiver, enjoys special protection from bankruptcy.

                        About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.

Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.


TRANS-LUX CORP: Delays Form 10-K for 2012
-----------------------------------------
Trans-Lux Corporation was unable to file its report on Form 10-K
for the year ending Dec. 31, 2012, within the prescribed time
period because of pending additional information necessary for
finalizing its Form 10-K.

                     About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company reported a net loss of $1.42 million in 2011, compared
with a net loss of $7.03 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $23.62 million in total assets,
$20.37 million in total liabilities, and $3.25 million in total
stockholders' equity.


TRIANGLE MAINTENANCE: Suit Against Liberty Mutual Goes to Trial
---------------------------------------------------------------
Bankruptcy Judge Jason D. Woodard denied the Motion for Summary
Judgment filed by Liberty Mutual Insurance Company in the lawsuit
filed against it by Triangle Maintenance Service, LLC.

Panola Construction Company entered into a contract with Hinds
County Community College to build the school's new multipurpose
facility in Rankin County, Mississippi.  Panola then entered into
a subcontract with Triangle Maintenance Service to furnish labor
and materials for the Project.  In accordance with Sec. 31-5-3 et
seq., of the Mississippi Code, Panola, as principal on a
construction project with a state entity, entered into a bonding
contract with Liberty whereby the Defendant acted as a surety for
construction of the Project.  When Panola later failed to pay
Triangle Maintenance Service, the Plaintiff made a claim on the
bond.

On Feb. 17, 2012, Triangle Maintenance Service filed the
Complaint, seeking payment under the bond and alleging that it is
owed $135,766.46 by Panola for Triangle Maintenance Service's work
on the Project.

"The sole factual dispute, and the issue on which resolution of
the Motion depends, is whether the last date Plaintiff performed
labor on the Project was February 11, 2011, or February 18, 2011,"
Judge Woodard said.  "The Court finds that the last date on which
the Plaintiff performed labor or supplied materials to Panola
remains uncertain.  As there remains a genuine issue as to this
material fact, summary judgment is not due to be granted."

The case is, TRIANGLE MAINTENANCE SERVICE, LLC, Plaintiff, v.
LIBERTY MUTUAL INSURANCE COMPANY Defendant, Adv. Proc. No.
12-01020 (N.D. Miss.).  A copy of the Court's April 3, 2013
Memorandum Opinion and Order is available at http://is.gd/V6GXKJ
from Leagle.com.

                    About Triangle Maintenance

Triangle Maintenance Service, LLC, does business in Lowndes
County, Mississippi.  Triangle Maintenance Service filed for
Chapter 11 (Bankr. N.D. Miss. Case No. 11-15142) on Nov. 3, 2011.
Triangle Maintenance estimated its assets and debts at $1 million
to $10 million as of the Petition Date.  Craig M. Geno, Esq., of
Harris Jernigan & Geno, PLLC serves as its counsel.


TRINET HR: $150-Mil. Debt Increase Cues Moody's to Up CFR to 'B2'
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of TriNet HR
Corporation's debt, including Corporate Family Rating and the
existing Senior Secured Facilities rating to B2 from B1, and
Probability of Default Rating to B3-PD from B2-PD. The downgrade
was prompted by TriNet's intent to raise incremental $150 million
of secured debt to fund acquisitions, or dividends to TriNet's
private equity sponsor (General Atlantic). The outlook is stable.

Ratings Rationale:

"TriNet's financial policy is shifting from a focus on absolute
debt reduction to other priorities, and the company is likely to
maintain financial leverage in excess of five times EBITDA," noted
Terry Dennehy, Senior Analyst at Moody's Investors Service. He
also added that the proposed amendments to the credit agreement
expose creditors to higher levels of risk; most notably TriNet
will be allowed to use the entire amount of the incremental $150
million of proceeds for a one-time dividend payment to General
Atlantic.

TriNet's expected financial leverage will be high considering the
company's small scale. Leverage is further compounded by short
customer contracts and the low barriers to entry in the
Professional Employer Organization ("PEO") industry, which makes
for significant competition from many other companies. Moreover,
as the employees of TriNet's customers become 'co-employees' of
TriNet, TriNet is exposed to liability risk from these employees.
Nonetheless, TriNet is expected to generate consistent cash from
operations, which comfortably exceeds capital expenditures.

The stable outlook reflects Moody's expectation that TriNet will
organically grow revenues by at least upper single digits over the
near term and will maintain an operating margin (Moody's adjusted)
of at least high teens percent. Moody's expects that the revenue
growth will produce expanding EBITDA such that debt to EBITDA
(Moody's adjusted, debt includes the 50% of the TriNet Group, Inc.
preferred stock as debt) will be on course to decline to about 5x
over the next year.

The ratings could be upgraded if Moody's believes that TriNet is
increasing market share and annual client attrition has improved.
Furthermore, Moody's would expect absolute debt reduction such
that the ratio of debt to EBITDA (Moody's adjusted) will be
maintained below 4x and that TriNet would refrain from equity
distributions.

The ratings could be downgraded if Moody's believes that TriNet is
losing market share or if it believes that client attrition will
remain above 20%. The rating could be pressured if operating
margins decline below the mid-teens percent or if Moody's expects
that debt to EBITDA (Moody's adjusted) will be sustained above 6x.

Issuer: TriNet HR Corporation

Probability of Default Rating, Downgraded to B3-PD from B2-PD

Corporate Family Rating, Downgraded to B2 from B1

Senior Secured Bank Credit Facility Oct 24, 2017, Downgraded to
B2 from B1

Senior Secured Bank Credit Facility Oct 24, 2017, Downgraded to
B2 from B1

Senior Secured Bank Credit Facility Oct 24, 2018, Downgraded to
B2 from B1

Senior Secured Bank Credit Facility Oct 24, 2017, Downgraded to a
range of LGD3, 34 % from a range of LGD3, 33 %

Senior Secured Bank Credit Facility Oct 24, 2017, Downgraded to a
range of LGD3, 34 % from a range of LGD3, 33 %

Senior Secured Bank Credit Facility Oct 24, 2018, Downgraded to a
range of LGD3, 34 % from a range of LGD3, 33 %

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

TriNet, based in San Leandro, California, is a professional
employer organization, which provides outsourced human resource
functions, including payroll, benefits acquisition, and regulatory
compliance management to small and mid-sized businesses.


TRITON CONTAINER: S&P Affirms 'BB+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BBB' issue-level rating to Triton Container International Ltd.'s
(Triton) proposed $400 million senior secured term loan.  The
recovery rating on this issue is '1', indicating S&P's expectation
that lenders would receive a very high (90% to 100%) recovery in
the event of a payment default.

The 'BB+' corporate credit rating on San Francisco-based Triton
reflects the company's significant position within the marine
cargo container leasing industry and the relatively stable
earnings and cash flow generated from a substantial proportion of
its long-term leases.  The ratings also incorporate the
cyclicality and capital intensity of the marine cargo container
leasing industry.

RATINGS LIST

Triton Container International Ltd.
Corporate credit rating                BB+/Stable/--

New Ratings

Triton Container International Ltd.
Senior Secured
  $400 mil. term loan                   BBB
   Recovery rating                      1


US AIRWAYS: Fitch Assigns 'BB+' Rating to $199.5MM Class B Certs.
-----------------------------------------------------------------
Fitch Ratings assigns the following ratings to US Airways, Inc.'s
(LCC, 'B+'/Outlook Positive) proposed series 2013-1 pass through
trusts:

-- $620.1 million class A certificates (A-tranche) with an
   expected maturity of November 2025 'A-';

-- $199.5 million class B certificates (B-tranche) with an
   expected maturity of November 2021 'BB+'.

The final legal maturities are scheduled to be 18 months after the
expected maturities. US Airways may subsequently offer additional
subordinated class C certificates at a future date, as per the
transaction documents.

TRANSACTION OVERVIEW

LCC intends to launch $819.6 million in an EETC transaction to
finance 18 Airbus aircraft scheduled for delivery in 2013-2014.
The proceeds of the certificates issued in this transaction will
be used to acquire class A and class B equipment notes, i.e., the
aircraft mortgage obligation issued by LCC, to finance its
upcoming deliveries. LCC 2013-1 will include two tranches of debt.

The A tranche will be sized at $620.1 million with a 12.6 year
tenor (average life of 8.5 years) and an initial LTV of 54.3% (per
prospectus). Fitch calculates the initial LTV at 55.4% using
values provided by an independent appraiser not included in the
transaction documents. The maximum LTV calculated in Fitch's
stress case is 88% (which includes a full draw of the liquidity
facility, 5% repossession and remarketing costs, and A rating
category value stresses of 25%-30%), suggesting a full recovery
for the class A certificate holders even in a severe stress
scenario.

The subordinate B tranche will be sized at $199.5 million with an
8.6 year tenor (average life of 7.2 years) and an initial
prospectus LTV of 72.1%. Fitch calculates the initial LTV at
73.6%.

The notes will be secured by a perfected security interest in 18
brand-new Airbus aircraft including:

-- 14 A321-200s (September 2013 - June 2014 deliveries)
   representing 66% of collateral pool value;
-- 4 A330-200s (December 2013 - May 2014 deliveries) representing
   34% of collateral pool value.

LCC 2013-1 will follow a standard prefunding structure with
proceeds from the transaction initially held in escrow with a
designated depository, Natixis (rated 'A+/F1+'/Negative) and
withdrawn from time to time to acquire equipment notes as
collateral aircraft are delivered. Once issued, these equipment
notes will be the primary assets of the LCC 2013-1 pass-through
trusts.

Similar to other recent EETCs, LCC 2013-1 includes a dedicated
liquidity facility provided by Natixis (rated 'A+/F1+'/Negative)
for both class A and B certificate holders that guarantees three
consecutive interest payments over a period of 18 months in a
potential default scenario. LCC 2013-1 also includes the customary
cross-collateralization and cross-default features that treat all
aircraft as one pool of assets and limit LCC's ability to cherry-
pick assets within an EETC in a future bankruptcy.

The collateral aircraft are all classified as Fitch Tier 1. Fitch
views the A321-200 as a solid Tier 1 aircraft with better market
penetration than the 737-900ER but behind 737NG and applies the
mid-range of Fitch's Tier 1 stresses. Fitch classifies the A330-
200 as a Tier 1/2 aircraft, but these A330s are brand-new and
treated as Tier 1 aircraft in Fitch's analysis with high-end Tier
1 stresses. The collateral pool represent some of the youngest and
fuel-efficient shells in LCC's fleet and are considered core to
the airline's domestic and international operations, both on a
standalone basis and when combined American's (AA, 'D') fleet.
Accordingly, Fitch considers the Affirmation Factor to be high for
the deal.

The A321-200 is LCC's preferred variant within the A320 family,
which forms the backbone of LCC's domestic operation, to replace
the aging narrowbody aircraft (mostly classic 737s). Fitch expects
the A321s to remain a core part of the domestic fleet when
combined with AA aircraft (assuming the completion of the proposed
merger), which is inducting the A321s later this year. Fitch
estimates the A321-200s will represent approximately 12% of the
combined narrowbody fleet by year-end 2013 but expects them to
constitute a larger portion approximately 21% over the next
several years.

The A330-200s fully configured with the Envoy Suite service LCC's
key international business markets and replace 767s in LCC's
widebody fleet. The A330, which represents approximately 14% of
combined fleet by year-end 2013, is expected to constitute a
smaller portion of the combined entity's widebody fleet by the end
of the decade once AA's 787s and LCC's A350s are inducted into the
fleet, assuming no delays. The risk of the 'new American' not
supporting the A330 is mitigated by the significant number (83
units) of aging 767s (average age 18-25 years) that remain in the
combined fleet, which could be retired early in favor of the
younger A330s (average age of 2.2 years).

RATING RATIONALE
A-TRANCHE: The 'A-' rating for the senior class A Certificates A-
tranche has been assigned as per Fitch's EETC methodology, which
prescribes a 'top-down' analysis for the senior tranche ratings
that focuses primarily on the collateral, the structure's ability
to withstand severe stresses, and legal enhancements (Section
1110) with a secondary dependence on the airline's Issuer Default
Rating 'IDR'. Accordingly, the rating on LCC 2013-1A is supported
primarily by the significant level of overcollateralization
through the A-tranche and the inclusion of brand new, high quality
Tier 1 aircraft that are core to LCC's fleet. In its Base Case
(which assumes no liquidity facility draw or value stresses) Fitch
calculates initial loan-to-value (LTV) through the A-tranche of
55.4%, slightly higher than prospectus LTV of 54.3%. The tail risk
on 2013-1A is slightly lower than comparable deals, with a pool
balance of 29% as of the final distribution date versus 34%-45%
for other A-tranches, including 34% for LCC 2012-2A. The maximum
LTV for the A-tranche in Fitch's Stress Case is 88% including
full-liquidity facility draw, 5% remarketing costs, and value
stresses at the A-rating category level. Fitch rates all the
aircraft collateral as Tier 1 aircraft but applies harsher
stresses on the A330-200s than the A321-200s. Given the LTV level
and the inclusion of brand-new Tier 1 collateral, Fitch estimates
that the structure can withstand acute stresses in a potential
aviation or economic downturn with ample headroom for A-tranche
holders for par recovery.

B-TRANCHE: The 'BB+' rating for the subordinate class B
certificates is assigned by a three-notch uplift (maximum is four
per Fitch's methodology) from LCC's IDR of 'B+' based on the high
Affirmation Factor and the strength of the collateral package.
Fitch calculates the initial LTV through the B-tranche at 73.6%,
which is slightly higher than the prospectus LTV of 72.1%.

Key Rating Drivers

Aircraft Collateral
The collateral underlying the transaction consists of 18 new Tier
1 aircraft including 14 A321-200s and 4 A330-200s scheduled for
delivery between September 2013 and June 2014. Similar to all LCC
A321s, the A321-200s in this deal feature reinforced structures,
higher thrust engines and higher maximum takeoff weights (MTOW)
and two auxiliary fuel tanks (AFT) that increase payload capacity
and range, and correspondingly enhance the value of these specific
aircraft relative to other A321s.

Collateral Appraisal
Total appraised value for all aircraft in the portfolio is $1,134
million as per the prospectus (lesser of the average and median
values provided by three independent appraisers), which is roughly
in line with the values used in Fitch's analysis from an
independent third party appraiser not included in the transaction
documents.

Collateral Coverage (LTV - Base Case)
In its Base Case, Fitch calculates initial LTVs of 55.4% for the
A-tranche and 73.6% for the B-tranche. Initial LTVs cited are
calculated as of the first distribution date after all aircraft
have been delivered. Fitch's Base LTVs are slightly higher than
the prospectus LTVs of 54.3% and 72.1% for the A and B tranches,
respectively, reflecting Fitch's more conservative depreciation
rates. Neither Fitch's Base Case LTV nor the prospectus base
values assume any draw on the liquidity facility. Fitch also
calculates Base Case LTVs through the life of the transaction
incorporating its depreciation assumptions (a rate of 5% through
the life of the transaction vs. 3%-5% in the offering memorandum).
Base LTVs peak at the beginning of the deal, and slowly decline
through maturity. Fitch notes that the final balloon payment for
the A-tranche of 29% of the initial amount outstanding is lower
than the 34%-45% for other A-tranches, including 34% for LCC 2012-
2A.

Collateral Coverage (LTV - Stress Case, A-Tranche Rationale)
Fitch's stress case simulates a severe downside scenario that
assumes aircraft rejection during a downturn in a potential
bankruptcy scenario. Fitch puts the aircraft collateral and
structure through various ratings stress scenarios based on
Fitch's aircraft Tier classification and recalculates collateral
coverage after applying these stresses to determine the highest
rating category where the senior A-tranche LTV does not exceed
100%, as per Fitch's EETC criteria. This downside case reflecting
a severe global aviation downturn is what drives Fitch's senior
tranche rating methodology.

Accordingly, in its stress case, Fitch assumes:

-- A full liquidity draw that adds 5.4% LTV as the senior most
    claim;

-- 5% repossession and remarketing costs.

Fitch also applies various stresses (according to aircraft tier
classification) to the aircraft collateral to determine the
highest rating category where the senior A-tranche LTV does not
exceed 100%.

Fitch considers both the A321-200s and the A330-200s in this pool
to be Tier 1 aircraft, but applies harsher stresses on the
widebody A330s than the A321s. Fitch's stress scenario identifies
rating for the A-tranche in the 'A' rating category where max LTV
is 88%, reflecting the structure's ability to withstand severe
stresses (25%-30%) and suggesting par recovery for senior tranche
holders with ample headroom.

The Affirmation Factor
A321-200 (66% of initial collateral pool value): The A320 family
forms the backbone of LCC's domestically focused route network and
constitutes the newest and most efficient single aisle planes in
LCC's fleet. The airline currently has 93 A319s, 72 A320s and 79
A321s. Prior to the announced merger with AA, LCC was working
towards an all Airbus narrowbody fleet. However, the A320 family
will also play an important role in the combined AA/LCC fleet. AA,
historically a Boeing only customer, placed a landmark order with
Airbus for A321s in 2011. Together the A321s will represent
approximately 12% of the combined narrowbody fleet by year-end
2013, expected to increase to 21% in four years based on the
current delivery schedule for both carriers.

Within the A320 family, the A321 is becoming the preferred variant
as LCC looks to 'upgauge'. The A321 is the largest version of the
A320 with a stretched fuselage that allows for 185 seats in a
typical 2-class configuration versus 150 for the A320. The trend
to 'upgauge' for LCC (and several other carriers in the industry)
is a response to the higher load factors that have been sustained
at record levels over the last several quarters. The industry has
been cutting back on capacity to keep traffic flows above supply
to support yields. Better yield management and the ability to
rightsize the network to demand (both in terms of fleet mix and
putting the right kinds of planes on the right routes) has also
enabled LCC and the industry to benefit from both higher loads as
well as higher yields. Adding a few extra seats on a flight also
enables the carrier to lower its unit costs.

A330-200s (34% of initial collateral pool value): With 24% of its
network in foreign destinations, LCC has a limited international
footprint, but the A330-200s are core to serving those markets.
LCC's current international fleet includes 26 widebody aircraft,
specifically the A330-200s (7), A330-300s (9) and 767-200ERs (10)
and about half of the narrowbody 757-200 fleet (24) used in thin
trans-Atlantic markets. Once the remaining 8 A330s from LCC's
current orderbook are inducted into the fleet, the A330-200s will
comprise roughly 44% of the widebody fleet from current 27%.

With an average age of 2.2 yrs, the A330-200s are the youngest
aircraft in LCC's fleet and are fully configured with the Envoy
Suite which is one of the industry-leading business products.
Accordingly, the A330-200s serve important business destinations
across the Atlantic including London, Heathrow and Paris, while
the older 767-200ERs predominantly serve leisure markets like
Athens, Dublin and Rio de Janeiro. The larger A330-300 with
roughly 50 more seats serves the same destinations as the A330-
200s but on denser flights.

The A330 fleet type represents a smaller portion of the combined
AA/LCC fleet estimated at 14% at year-end 2013, but it is expected
to decline when both carriers induct comparable widebodies in a
few years (787s for AA, A350s for LCC). With a total of 24 units
for the A330, it is possible to envision a scenario where LCC and
AA may not support the fleet type or may reject these aircraft in
a potential restructuring. This risk is mitigated by the
significant number (83 units) of old 767s (average age 18-25
years) that remain in the combined fleet, which could be retired
early in favor of the younger A330s. Affirmation of the A330s in
this deal is strengthened by the inclusion of the A321s in this
deal, which AMR is unlikely to reject, and the standard cross
provisions which limit LCC's ability to 'cherry-pick' aircraft
within this EETC.

US AIRWAYS ('B+'/Positive)
The two-notch upgrade of LCC's ratings to 'B+' reflects the
transformation of LCC's business model that has significantly
improved its financial profile since the credit crisis. During the
past year, LCC produced record revenues, profitability and cash
flow, ahead of Fitch's expectations, in spite of a lackluster
macro environment and volatile fuel. As a result, LCC's credit
metrics notably improved. While significant risks remain, Fitch
believes LCC is in a better position to withstand a weak operating
environment or higher fuel costs, and the company's credit profile
has improved beyond what was implied in the prior rating. Other
factors supporting the ratings include structural changes in the
U.S. airline industry and LCC's relative cost position (including
no defined benefit pension plan), which gives the company
significant operating leverage in a growing economy. Fitch's
primary concerns for LCC on a standalone basis include the
company's high debt levels including looming maturities next year,
and limitations on its ability to reduce network capacity based on
current pilot contracts, in addition to the cyclicality and event
risk inherent in the airline industry. Although LCC's unhedged
fuel strategy poses a risk in a severe fuel spike scenario,
current industry fundamentals enables LCC and its peers to pass on
fuel costs through higher fares.

The Outlook is Positive which indicates that further positive
rating action is possible after Fitch's full review of ratings
following the successful completion of the pending merger with
AAMRQ. Fitch's review will focus on a more detailed analysis of
the combined entity's capital structure, margin and cash flow
profile, the strategic position of the 'new American' and the
integration plan.

Rating Sensitivities
Potential rating concerns primarily consist of unexpected declines
in aircraft values. Concerns for A321 future market values come
from the introduction of the NEO (new engine option) version with
CFM Leap-X engines or Pratt & Whitney PW1100G engines, with
anticipated fuel savings of 15% over the CEO (current engine
option) models. The advent of the A321neo could pressure future
market values of the A321ceos in the longer term. However, Fitch
views it as a bigger threat to older generation aircraft rather
than the aircraft in this portfolio given that they are some of
the youngest vintage of this aircraft type. The first delivery of
the NEO option for the A321 is not expected until 2017, and it
will take some time to produce a significant number of the new
planes before it starts pressuring market values. The actual
impact is difficult to quantify at this point without knowing the
traded price of the new engine. By the time the NEO gains
significant market penetration, most of the debt outstanding on
the senior tranche will be paid down through scheduled
amortization. Therefore, Fitch does not expect the impact of the
NEO to have a material effect on portfolio values for this
transaction. Another factor that could become a concern affecting
valuations and depreciation rates is Airbus' high planned A320
family production rates.

The advent of new technology aircraft in the widebody category
such as the 787 and A350 could pressure values of the A330 longer
term. However, the higher list prices and sold-out production
slots of the new aircraft types should support A330 (and similar
widebodies) values over the near to intermediate term.

LCC 2012-1 and 2012-2 Subordinated Tranches Upgraded
In conjunction with the upgrade of LCC's IDR, Fitch has upgraded
the subordinate tranches for LCC 12-1 and LCC 12-2. Fitch assigns
subordinate tranche EETC ratings by notching up from the IDR as
per Fitch's EETC criteria, therefore the subordinate tranche
ratings have been upgraded lock-step with LCC's IDR. For LCC 12-1,
Fitch has upgraded the class B certificates to 'BB+' and the class
C certificates to 'BB-' maintaining the three notch and one notch
uplift for the subordinate tranches, respectively. For LCC 12-2,
Fitch has upgraded the class B certificates to 'BB+', maintaining
the three notch uplift from the IDR.

However, for senior tranche ratings, Fitch's EETC criteria
prescribed a 'top-down' approach with a secondary dependence on
the airline IDR. Accordingly, senior tranche ratings for LCC 12-1
and LCC 12-2 have been affirmed. Please see full list of ratings
actions at the end of the release.

Fitch has assigned the following ratings:

US Airways Pass Through Trusts Series 2013-1
-- Class A certificates 'A-';
-- Class B certificates 'BB+'.


US AIRWAYS: Moody's Assigns Ba1/B1 Ratings to Series 2013-1 EETCs
-----------------------------------------------------------------
Moody's Investors Service assigned Ba1 and B1 ratings,
respectively, to the Class A and Class B Pass Through
Certificates, Series 2013-1 of the 2013-1 Pass Through Trusts that
US Airways, Inc. will establish.

Moody's affirmed the B3 Corporate Family and B3-PD Probability of
Default ratings assigned to US Airways Group, Inc. and all of the
other ratings it assigns to the company's debt or equipment trust
certificates.

Assignments:

Series 2013-1 Enhanced Equipment Trust

Class A Certificates Assigned Ba1

Class B Certificates Assigned B1

Ratings Rationale:

The proceeds of the Series 2013-1 Certificates will fund the
purchase of equipment notes to be issued by US Airways for 18
aircraft: 14 newly-manufactured Airbus A321-200s to be delivered
between September 2013 and June 2014 and four newly-manufactured
Airbus A330-200 aircraft to be delivered between December 2013 and
May 2014. The payment obligations of US Airways will be guaranteed
by its parent, US Airways Group, Inc. Amounts due under the
respective Certificates will be subordinated to any amounts due on
the separate Class A and Class B Liquidity Facilities ("Liquidity
Facility"). Natixis S.A., acting through is New York Branch
((P)A2, stable) will provide the separate liquidity facility for
each of the Class A and Class B Certificates and will also act as
the Depositary, which holds the Certificate proceeds pending the
delivery of each aircraft in the transaction.

Moody's Liquidity Provider Minimum Threshold Rating for EETC
financings ("LP Threshold") is Baa2. Moody's believes that
financial institutions with access to central bank borrowing that
are rated at or above this rating level will readily honor the
terms of their committed liquidity facilities. These facilities
support the succeeding three semi-annual interest payments of an
EETC under a default or other scenario whereby the trustee of the
Pass Through Trust(s) does not have sufficient funds to meet an
interest payment on an EETC when due. The terms of the liquidity
facilities also require replacement of the provider if its rating
falls below the threshold or a full draw of the facility. The
ratings of the Certificates consider the credit quality of US
Airways as obligor of the underlying equipment notes, Moody's
opinion of the collateral protection of the Notes, the
applicability of Section 1110 of Title 11 of the United States
Code (the "Code") to the equipment notes, the credit support
provided by the liquidity facilities, and the cross-default and
cross-collateralization of the equipment notes. The assigned
ratings reflect Moody's opinion of the ability of the Pass-Through
Trustees to make timely payment of interest and the ultimate
payment of principal on the final scheduled regular distribution
dates of November 15, 2025 and November 15, 2021 for the A and B
certificates, respectively.

Moody's estimate of the loan-to-value of the Certificates is in
line with those of US Airways' other recently issued EETCs.
Moody's estimates the initial loan-to-value of the tranches at
about 60% and about 80%, respectively based on its estimates of
market values and after applying its LTV benefit for cross-
collateralization. The inclusion of the A330-200s in this
transaction strengthens the probability of a Section 1110(a)
election under a reorganization scenario relative to that of other
of US Airways' EETCs that do not finance any wide-bodies because
of the importance of these aircraft for US Airways to maintain
service on its international network, which is expanding with
additional services to London and to Brazil. The aircraft in the
2013-1 EETC will be some of the younger aircraft in the airline's
fleet in years to come, even after the planned merger with AMR
Corporation (not rated) is consummated upon receipt of remaining
required approvals. Post-merger, the company will likely remain
the world's largest operator of A321s, as American will also take
delivery of this aircraft under its existing order with Airbus
that the bankruptcy court previously affirmed.

Any combination of future changes in the underlying credit quality
or ratings of US Airways, unexpected material changes in the
market value of the aircraft and/or changes in the status or terms
of the liquidity facilities or the credit quality of the liquidity
provider could cause Moody's to change its ratings of the
Certificates.

The methodologies used in this rating were Enhanced Equipment
Trust And Equipment Trust Certificates published in December 2010,
and Global Passenger Airlines published in May 2012.

US Airways Group, Inc., based in Tempe, Arizona, through its
subsidiaries, operates one of the largest airlines in the U.S.
with service throughout the U.S. as well as Canada, Mexico,
Europe, the Middle East, the Caribbean, Central and South America.


US EDUCATION LOAN: Moody's Reviews B3-Rated Loan Notes for Upgrade
------------------------------------------------------------------
Moody's Investors Service placed under review for upgrade the
ratings of the subordinate class of U.S. Education Loan Trust III,
LLC student loan notes. The underlying collateral consists of the
Federal Family Education Loan Program (FFELP), which are
guaranteed by the U.S. government for a minimum of 98% of
defaulted principal and accrued interest.

The complete rating action is as follow:

Issuer: U.S. Education Loan Trust III, LLC (2004 Indenture)

2004B, B3 (sf) Placed Under Review for Possible Upgrade;
previously on Dec 10, 2008 Downgraded to B3 (sf)

Ratings Rationale:

The review for upgrade is prompted primarily by the continued
build-up in credit enhancement. As of the latest reporting date of
December 2012, the total parity (the ratio of total assets to
total liabilities) for the transaction has increased to 103.3%
from 101.9% as of December 2011. The increase in the total parity
resulted primarily from the continued buy-back of auction rate
securities at a discount as well as the pay-down of the notes with
excess spread generated in the transaction.

The principal methodology used in this rating was "Moody's
Approach to Rating Securities Backed by FFELP Student Loans",
published in April 2012.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics.


VENTANA 20/20: Settles With Creditors, Asks for Dismissal
---------------------------------------------------------
Ventana 20/20 LP asks the U.S. Bankruptcy Court for the District
of Arizona to dismiss its Chapter 11 case.

The Debtor has reached a settlement with its senior secured
creditor, East-West Bank, a California Bank Corporation, the terms
of which will allow the Debtor to repay other creditors much
faster, than if any plan of reorganization were confirmed.  To
implement the Settlement, the Debtor must dismiss its bankruptcy
case.

As a condition to dismissal of the case, the Debtor has agreed to,
among other things:

      a. Following dismissal of the case, the Debtor will be
         enjoined and won't sell, transfer or convey all or any
         portion of its Prima County property except as provided
         by the parties' settlement agreement and in accordance
         with its terms.

      b. Any subsequent bankruptcy case filed within 24 months
         following the entry of the dismissal order, in which
         Ventana 20/20 is the Debtor, or which involves the Greens
         at Ventana Property or any Collateral of East West Bank
         in the real or personal property of the Debtor, will be
         assigned to the Arizona Bankruptcy Court, and
         specifically to Judge Hollowell, or her succeeding
         bankruptcy Judge, to the extent possible.

      c. The Debtor won't file a subsequent bankruptcy case after
         the dismissal of this case or consent to an involuntary
         bankruptcy case before East West has been paid the full
         repayment amount.

      e. The Bank will be entitled to immediate stay relief in any
         subsequent voluntary or involuntary bankruptcy filing
         that affects the Property.

The Bank is represented by:

         Franklin D. Dodge
         Ryan Rabb & Underwood PLC
         3200 North Central Avenue Suite 1600
         Phoenix, AZ 85012
         E-mail: tdodge@rrulaw.com

                   and

         Philip B. Whitaker
         Stegall Katz & Whitaker, P.C.
         531 East Thomas Road, Suite 102
         Phoenix, AZ 85012
         E-mail: pwhitaker@skw-law.com

                      About Ventana 20/20 LP

Ventana 20/20 LP filed bare-bones Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-17493) in Tucson on Aug. 3, 2012.  The Debtor
disclosed $14,542,797 in assets and $10,938,012 in liabilities.

John Murphy, as manager of the Debtor, signed the Chapter 11
petition.  Mr. Murphy is the founder, chairman and CEO of the
20/20 Group of companies.  As a value investor, he has led or
participated in over $1 billion of multi-family acquisitions
across North America.

Bankruptcy Judge Eileen W. Hollowell oversees the case.  Frederick
J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C., serves as
the Debtor's counsel.  Donald L. Schaefer, court appointed
receiver for the Debtors, is represented by Warren J. Stapleton,
Esq., at Osborn Maledon, P.A.

In September, the United States Trustee said that an official
committee under 11 U.S.C. Sec. 1102 has not been appointed in the
bankruptcy case of Ventana 20/20 LP.  The U.S. Trustee said it
attempted to solicit creditors interested in serving on the
Unsecured Creditors' Committee from the 20 largest unsecured
creditors.  After excluding governmental units, secured creditors
and insiders, the U.S. Trustee has been unable to solicit
sufficient interest in serving on the Committee, to appoint a
proper Committee.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


VHGI HOLDINGS: Paul Risinger Holds 89% Equity Stake at Feb. 20
--------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Paul R. Risinger disclosed that, as of Feb. 20, 2013,
he beneficially owns 1,308,425,941 shares of common stock of VHGI
Holdings, Inc., representing 89.24% of the shares outstanding.
A copy of the filing is available at http://is.gd/mMhLX9

                        About VHGI Holdings

Fort Worth, Tex.-based VHGI Holdings, Inc., is a holding company
with revenue streams from these business segments: (a) precious
metals (b) oil and gas (c) coal and (d) medical technology.

In a report on the Company's consolidated financial statements for
the year ended Dec. 31, 2011, Pritchett, Siler & Hardy, P.C., in
Salt Lake City, Utah, expressed substantial doubt about VHGI
Holdings' ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial losses
and has a working capital deficit.

The Company reported a net loss of $5.43 million in 2011, compared
with a net loss of $1.67 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $49.07
million in total assets, $54.61 million in total liabilities and a
$5.53 million total stockholders' deficit.

"The Company has current liabilities in excess of current assets
and has incurred losses since inception.  The Company has had
limited operations and has not been able to develop an ongoing,
reliable source of revenue to fund its existence.  The Company's
day-to-day expenses have been covered by proceeds obtained, and
services paid by, the issuance of stock and notes payable.  The
adverse effect on the Company's results of operations due to its
lack of capital resources can be expected to continue until such
time as the Company is able to generate additional capital from
other sources.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern."


VIVARO CORP: Asks Court to Further Extend Plan Filing Until July 2
------------------------------------------------------------------
Vivaro Corporation, et al., ask the Hon. Martin Glenn of the U.S.
Bankruptcy Court for the Southern District of New York to extend
further the exclusive periods for the Debtors to file a Chapter 11
plan until July 2, 2013, and obtain acceptances of that plan until
Sept. 1, 2013.

As reported by the Troubled Company Reporter on April 2, 2013, the
Court previously granted the Debtors' request to extend the
exclusive periods for the Debtor to file a Chapter 11 plan until
April 3, 2013, and obtain acceptances of that plan until June 3,
2013.  The Debtors said that their cases are the size and
complexity that courts have recognized warrant reasonable
extensions of the Exclusive Periods.  The Debtors operate an
international telecommunications business which spans across the
United States.  As of the Petition Date, the Debtors had
outstanding unsecured debt obligations in the aggregate amount of
approximately $49,482,465.65.  The Debtors scheduled hundreds of
claims and, to date, there have been 167 proofs of claim filed
against the debtors.

In a March 26, 2013 filing, the Debtors said that since the
Petition Date, the Debtors and their professional advisors have
focused much of their time, energy and resources on obtaining
maximum value for substantially all of their assets, stabilizing
and maintaining the Debtors' operations in bankruptcy, preparing
schedules and statements of financial affairs, and timely
responding to inquiries from various parties in interest in these
Chapter 11 cases.

The Debtors recently consummated the sale of substantially all of
their assets, and have now turned their attention towards the
monetization of their remaining assets in order to propose a
confirmable plan in these Chapter 11 cases.

The Debtor said in the March 26 filing that any plan in these
cases will necessarily depend on the Debtors' ability to monetize
its remaining assets, and given the substantial progress already
made towards achieving that goal, the Debtors are hopeful that
they can soon begin negotiating a plan that will garner the
support of all necessary parties in interest.  The Debtors believe
that it is reasonable to request additional time in order to
permit the Debtors to continue focusing their efforts on
maximizing the value of their remaining assets which will
facilitate the negotiation of the most beneficial plan possible
for the Debtors' creditors.

                        About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

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


VIVARO CORP: Taps Womble Carlyle to Advise on FCC Rules
-------------------------------------------------------
Vivaro Corporation, et al., seek permission from the Hon. Martin
Glenn of the U.S. Bankruptcy Court for the Southern District of
New York to employ and retain Womble Carlyle Sandridge & Rice,
LLP, as special counsel, nunc pro tunc to Feb. 5, 2013, in matters
related compliance with the Federal Communications Commission
rules and regulations in connection with the sale of the Debtors'
assets.

WCSR seeks final approval, allowance, payment and reimbursement of
(a) total compensation of $2,897.50 and, (b) reimbursement of
necessary, documented and reasonable expenses in the amount of
$0.00, incurred in the conduct of providing services to the
Debtors from Feb. 5, 2013, through Feb. 8, 2013.

To the best of the Debtor's knowledge, WCSR is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors or their estates.

                        About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

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


VUZIX CORP: Has Agreements for $4.2-Mil. in Debt Restructuring
--------------------------------------------------------------
Vuzix Corporation has entered into definitive agreements with the
holders of outstanding secured promissory notes to convert all
their debt subject to the closing of the Company's proposed public
stock offering.  Pursuant to these agreements, the various holders
have agreed to convert their outstanding secured promissory notes,
in the total principal amounts of $2,374,692 (as of Dec. 31,
2012), together with accrued interest thereon (equal to $411,572
as of Dec. 31, 2012) into shares of the Company's common stock,
subject to the closing of the Company's proposed public stock
offering, at a conversion price equal to the public offering price
(or in the case of one lender, at its option, the conversion price
provided in its notes).  That same lender also agreed, subject to
the closing of the Company's proposed public stock offering, to
exchange its outstanding warrants to purchase 533,333 shares of
the Company's common stock into the greater of (a) 200,000 shares
of the Company's common stock, or (b) the Black Scholes value of
the warrants as of the date of the pricing of the Company's
proposed public stock offering based upon the per share offering
price.

The Company also entered into deferred compensation deferral and
conversion option agreements with its President, Paul Travers and
its CFO, Grant Russell that are subject to and effective upon the
closing of the Company's proposed public stock offering.  Under
these agreements, unpaid salary owed to them, in the aggregate
amount of $1,452,735 (including $442,638 in accrued interest, as
of Dec. 31, 2012), will be convertible into shares of the
Company's common stock, at their option, at a conversion price
equal to the offering price of the Company's proposed public stock
offering, subject to approval of the TSX Venture Exchange.  In
addition, any remaining unconverted amounts will be due and
payable beginning April 1, 2014, in equal monthly payments over a
maximum of 12 months.

The closing of all these transactions is subject to approval of
the TSX Venture Exchange and satisfaction of customary closing
conditions, as well as the closing of the Company's proposed
public stock offering by June 30, 2013.

Paul Travers, chief executive officer of Vuzix, said that, "This
debt restructuring where up to a $4,238,998 in liabilities will be
converted to equity will dramatically improve our balance sheet
and should help make Vuzix more attractive to our current and new
investors.  Further it shows the continuing support and belief of
our senior creditors and management of the exciting future
potential for Vuzix."

Further details of the debt restructurings is available at:

                        http://is.gd/qsAxlA

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

Vuzix reported net income of $322,840 on $3.22 million of total
sales for the year ended Dec. 31, 2012, as compared with a net
loss of $3.87 million on $4.82 million of total sales during the
prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.42 million
in total assets, $8.63 million in total liabilities, and a
$6.20 million total stockholders' deficit.

EFP Rotenberg, LLP, in Rochester, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred substantial losses from operations
in recent years.  In addition, the Company is dependent on its
various debt and compensation agreements to fund its working
capital needs.  The Company was not in compliance with its
financial covenants under a senior secured debt holder and had
other debts past due in some cases.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

                        Bankruptcy Warning

"We have engaged an investment banking firm to assist us with
respect to a planned public stock offering of up to $15,000,000.
Our future viability is dependent on our ability to execute these
plans successfully.  If we fail to do so for any reason, we would
not have adequate liquidity to fund our operations, would not be
able to continue as a going concern and could be forced to seek
relief through a filing under U.S. Bankruptcy Code."


W.R. GRACE: Reports $52-Mil. Prelim. First Quarter Net Income
-------------------------------------------------------------
W. R. Grace & Co. on April 10 announced preliminary 2013 first
quarter net income of $52 million to $53 million, or $0.68 to
$0.69 per diluted share.  Preliminary Adjusted EBIT is $104
million to $105 million and preliminary Adjusted EPS is $0.80 to
$0.81 per diluted share.

                       2013 First Quarter

Preliminary segment operating income of the Grace Catalysts
Technologies business segment is approximately $77 million.
Preliminary sales for Catalysts Technologies are approximately
$266 million.  Preliminary segment gross margin is approximately
40 percent and preliminary segment operating margin is
approximately 29 percent.

Catalysts Technologies' preliminary sales and earnings are below
company expectations primarily due to the loss of expected sales
at four large customers from customer operational issues and
customer inventory reductions (approximately $7 million in
earnings) and the delay of expected sales at five large customers,
primarily of our ART joint venture (approximately $5 million in
earnings).

Preliminary segment operating income for the Grace Materials
Technologies and Grace Construction Products business segments
increased more than 10 percent compared with the prior-year
quarter, in line with company expectations.

As previously disclosed in Grace's 2012 Form 10-K, the Venezuelan
government changed the official exchange rate of the bolivar to
the U.S. dollar from 4.3 to 6.3 during the first quarter.  As a
result, Grace recorded a currency transaction loss of
approximately $8 million before taxes in its 2013 first quarter
earnings, of which approximately $2 million is included in
Adjusted EBIT.

                          2013 Outlook

As of April 10, 2013, Grace expects 2013 Adjusted EBIT to be in
the range of $540 million to $560 million, an increase of 4 to 8
percent compared with 2012 Adjusted EBIT of $517.4 million.  The
company expects 2013 Adjusted EBITDA to be in the range of $665
million to $685 million.

European economic conditions are weaker than expected, affecting
the sales growth of all three business segments.  In addition,
this update anticipates lower sales volumes in Catalysts
Technologies as the business transitions to new refinery catalyst
pricing as announced March 13, 2013.  These price increases are
necessary to support Grace's continued investments in product
technology, technical services, and manufacturing capacity in this
business.  Refining catalyst sales volumes are expected to recover
as new refining capacity starts to come on-stream by the end of
this year.

                          Investor Call

Grace will release its full first quarter 2013 financial results
at 6:00 a.m. ET on Wednesday, April 24, 2013.  A company-hosted
conference call and webcast will follow at 11:00 a.m. ET that day.

Access to the live webcast and the accompanying slides will be
available through the Investor Information section of the
company's web site, www.grace.com.  Those without access to the
Internet can participate by dialing +1 877.299.4454 (U.S.) or +1
617.597.5447 (International). The participant passcode is
60991616.  Investors are advised to dial into the call at least
ten minutes early in order to register.

An audio replay will be available at 1:00 p.m. ET on April 24.
The replay will be accessible by dialing +1 888.286.8010 (U.S.) or
+1 617.801.6888 (International) and entering the participant
passcode 29840878.  The replay will be available for one week.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


WATERSTONE AT PANAMA: Case Summary & Creditors List
---------------------------------------------------
Debtor: Waterstone at Panama City Apartments, LLC
          dba Waterstone at Jenks
        17220 Wright Street
        Omaha, NE 68130

Bankruptcy Case No.: 13-80751

Chapter 11 Petition Date: April 9, 2013

Court: U.S. Bankruptcy Court
       District of Nebraska (Omaha Office)

Judge: Timothy J. Mahoney

Debtor's Counsel: William L. Biggs, Jr., Esq.
                  GROSS & WELCH, P.C., L.L.O.
                  2120 So. 72 Street
                  1500 Omaha Tower
                  Omaha, NE 68124
                  Tel: (402) 392-1500
                  Fax: (402) 392-8101
                  E-mail: bbiggs@grosswelch.com

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

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

The petition was signed by Edward E. Wilczewski, manager.

Debtor?s List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Novogradac & Company, LLC          Former auditor          $10,819
P.O. Box 7833
San Francisco, CA 94120

Morning Sunrise Landscape, LLC     Former Groundskeeper    $10,046
165 N. Kimbrel Avenue
Panama City, FL 32404

HD Supply Facilities Maintenance   Supplies                 $8,064
P.O. Box 509058
San Diego, CA 92150-9058

Eric?s Lawn Care, LLC              Lawn Care                $4,200

Classic Carpet Cleaners of Bay     Carpet Cleaning          $3,705
County, I                          and Replacement

CCS-Carpet Care Specialist         Carpet Cleaning          $3,538

Magic Broadcasting                 Radio Advertising        $2,940

Consumer Source, Inc.              On-Line Advertising      $2,745

Sherwin Williams National Account  Paint Supplies           $2,428

Screeing Reports, Inc.             Background Checks        $1,901

Water Systems, Inc.                --                       $1,782

My New Place                       On-Line Advertising      $1,560

Wilmar                             Maintenance Supplies     $1,410

Community Controls                 Gate System Maintenance  $1,152

Snapt, Inc.                        Brochures                $1,000

Double O Radio Corporation         Former Radio Advertising   $990

Office Depot                       Office Supplies            $949

Quality Gates & Openers            Installer                  $890

Chadwell Supply, Inc.              Electrical Supply House    $625

Southeastern Wiring & Sec., Inc.   --                         $567


WENTWOOD BAYTOWN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Wentwood Baytown, L.P.
          dba The Marina Club Apartments
              Briarwood Apartments
              The Dickinson Arms
        750 Market Street
        Tacoma, WA 98402

Bankruptcy Case No.: 13-32151

Chapter 11 Petition Date: April 9, 2013

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Matthew Hoffman, Esq.
                  LAW OFFICES OF MATTHEW HOFFMAN, P.C.
                  2777 Allen Parkway, Suite 1000
                  Houston, TX 77019
                  Tel: (713) 654-9990
                  Fax: (713) 654-0038
                  E-mail: mhecf@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 Gary M. Gray, president of general
partner.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Gary M. Gray                          12-46861            10/05/12

Debtor?s List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
O?Connor & Associates              Trade Debt              $46,603
2200 North Loop West, Suite 200
Houston, TX 77018

Alvarez Enterprises                Trade Debt               $9,543
2902 Kingston Drive
Texas City, TX 77590

City of Baytown                    Trade Debt               $6,800
P.O. Box 203622
Houston, TX 77216-3622

Gexa Energy                        Trade Debt               $6,776

All Floors Carpet Cleaning         Trade Debt               $6,649

W.B. Lockhart & Co.                Trade Debt               $6,229

Century Air Conditioning Supply,   Trade Debt               $5,659
Inc.

HD Supply Facilities               Trade Debt               $5,298
Maintenance, LTD

Classified Ventures, LLC           Trade Debt               $5,211

Sears Commercial                   Trade Debt               $3,816

Consumer Source, Inc.              Trade Debt               $3,809

WCA Waste Corporation              Trade Debt               $3,490

Namco Manufacturing, Inc.          Trade Debt               $3,181

United Parcel Service              Trade Debt               $3,078

Mueller Water Conditioning         Trade Debt               $2,460

AAA Apartment Staffing             Trade Debt               $2,378

Sherwin-Williams Co.               Trade Debt               $1,926

Greensheet                         Trade Debt               $1,782

AAA Plumbers                       Trade Debt               $1,627

Envirotrol Company, Inc.           Trade Debt               $1,289


WESTERN CAPITAL: Files for Chapter 11 in Denver
-----------------------------------------------
Western Capital Partners LLC filed a bare-bones Chapter 11
petition (Bankr. D. Col. Case No. 13-15760) in Denver on April 10.
The Englewood-based company estimated assets and debt of $10
million to $50 million.  The Debtor is represented by Jeffrey
Weinman, Esq., in Denver.


WESTERN CAPITAL: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Western Capital Partners LLC
        7901 E. Belleview Avenue, Suite 120
        Englewood, CO 80111

Bankruptcy Case No.: 13-15760

Chapter 11 Petition Date: April 10, 2013

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

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

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

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

The petition was signed by Jeffrey D. Adams, president of manager.

Debtor?s List of Its 10 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Rockwell Fund, Inc.                --                   $6,000,000
770 S. Post Oak Lane, Suite 525
Houston, TX 77056-6660

Richard J. Samson, Chapter 7       --                   $4,013,411
Trustee Of
The Bankruptcy Estate Of Edra Blixseth
310 W. Spruce Street
Missoula, MT 59802-4108

Turno, LLC                         --                   $4,000,000
P.O. Box 5272
Denver, CO 80217-5272

CPB Lending, LLC                   --                   $1,990,000
7901 E. Belleview Avenue, Suite 120
Englewood, CO 80111-6011

Pregulman Bond                     --                   $1,000,000
P.O. Box 5521
Denver, CO 80217-5521

Ralph Klomp                        --                   $1,000,000
6885 S. University Boulevard
Centennial, CO 80122-1514

Schiff Hardin, LLP                 --                     $258,232
6600 Sears Tower
233 S. Wacker Drive
Chicago, IL 60606-6306

Fox Rothschild, LLP                --                      $38,674

MGH Family Trust, LLC              --                      $37,279

FRFWCP, LLC                        --                      $21,337


WILLIAM LYON: Seeks to Raise $200 Million in IPO
------------------------------------------------
Reuters reports tha William Lyon Homes is seeking to raise up to
$200 million in an initial public offering of its stock.  The
Company has filed IPO papers with the Securities and Exchange
Commission.  Reuters relates William Lyon, which intends to use
the proceeds of the offering for growth, listed Credit Suisse,
Citigroup and JP Morgan among the lead underwriters to the
offering.

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and its
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

William Lyon Homes and its affiliates commenced a prepackaged
Chapter 11 reorganization (Bankr. D. Del. Lead Case No. 11-14019)
on Dec. 19, 2011.  William Lyon had been pursuing an out-of-court
restructuring since January.  The reorganization plan, announced
in November, will reduce debt on borrowed money from $510 million
to $328 million.

Judge Christopher S. Sontchi presided over the case.  Lawyers at
Pachulski Stang Ziehl & Jones LLP served as the Debtors' counsel.
Lawyers at Irell & Manella LLP served as their special counsel.
Alvarez & Marsal North America LLC served as the Debtors'
financial advisors.  Kurtzman Carson Consultants, LLC, served as
the Debtors' claims and notice agent.  The petition said assets
are $593.5 million with debt totaling $606.6 million as of
Sept. 30, 2011.

No creditors committee was appointed in the case.

William Lyon Homes emerged from its pre-packaged chapter 11
reorganization after its plan was declared effective on Feb. 25,
2012.  The Bankruptcy Court confirmed the pre-packaged plan on
Feb. 10, just 53 days after its plan and related petitions were
filed.

The prepack plan was accepted by 97% in amount and 93% in number
of senior unsecured notes.  The Plan exchanges the notes for
equity and generates $85 million in new cash.  Holders owed $300
million on senior unsecured notes are to exchange the debt for $75
million in new secured notes plus 28.5% of the common equity. The
Lyon family will invest $25 million in return for 20% of the
common stock and warrants for another 9.1%.  Senior secured
lenders led by ColFin WLH Funding LLC, an affiliate of real-estate
finance and investment company Colony Financial Inc., would
receive a new $235 million 10.25% three-year secured note for
existing secured claim of at least $206 million in principal.
There will be a rights offering to buy $10 million in common stock
and $50 million in convertible preferred stock, representing 51.5%
of the new equity.  A noteholder has agreed to buy any of the
offering that isn't purchased.

The company didn't make a $7.5 million interest payment payable
Oct. 1, 2011, on $138.8 million in 10.75% senior notes due 2013.

Vendors and other general unsecured creditors were to be paid in
full.

                           *    *     *

In the Nov. 8, 2012, edition of the TCR, Standard & Poor's
assigned a 'B-' corporate credit rating to William Lyon Homes Inc.

"Our ratings on William Lyon reflect the company's 'highly
leveraged' financial profile, marked by low interest coverage and
debt leverage metrics that remain high following its
reorganization," said credit analyst Matthew Lynam.

As reported by the TCR on Oct. 31, 2012, Moody's Investors Service
assigned Caa1 corporate family and probability of default ratings
to William Lyon Homes.  The Caa1 corporate family rating reflects
William Lyon's elevated debt leverage (proforma homebuilding debt
to capitalization ratio of 70%), relatively low gross margins,
ongoing operating losses, and relatively small size, scale and
business diversity.


* Individual's Ch. 7 Can Convert Involuntarily to Ch. 11
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Bankruptcy Appellate Panel in St. Louis
ruled on April 9 that an individual in Chapter 7 can be forced to
watch the case converted involuntarily to Chapter 11.

The report relates that an individual filed in Chapter 7 with what
the court called primarily business debts and a "substantial
monthly surplus" in income.  A creditor filed a motion for
conversion of the case to a reorganization in Chapter 11, using a
provision in Section 707(b) of the Bankruptcy Code saying that a
case can be converted from one chapter to another on request of "a
party in interest."  The bankruptcy judge converted the case to
Chapter 11 over the objection of the bankrupt, who said that
surplus income disappeared as a result of a divorce and resulting
alimony payments.

The Bankruptcy Appellate Panel for the Eighth Circuit, in an
opinion by Bankruptcy Judge Barry S. Schermer, upheld the lower
court.  The bankrupt unsuccessfully argued that the ability to pay
shouldn't be a consideration when claims are primarily business
debts.  Judge Schermer concluded that the bankruptcy judge hadn't
abused discretion by converting.

The case is Schlehuber v. Fremont National Bank & Trust Co. (In re
Schlehuber), 12-6063, Eighth U.S. Circuit Bankruptcy Appellate
Panel (St. Louis).


* Destitute Makes It Easier for Students to Discharge Loans
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the ability of former students to discharge education
loans in bankruptcy was made easier thanks to a woman
characterized by U.S. Circuit Judge Frank Easterbrook as
"destitute."

The report recounts that the woman acted as her own lawyer, wrote
her own brief, and whipped the Educational Credit Management Corp.
by persuading the U.S. Court of Appeals in Chicago to reverse a
lower court and discharge her $25,000 in student-loan debt.
The 53-year-old woman filed bankruptcy and got the bankruptcy
judge to rule the student-loan debt should be erased because she
couldn't repay it without "undue hardship."  The record showed she
lived in a rural area with her mother where few jobs were
available.  Together, they only had a few hundred dollars between
them each month for living expenses.  Even though the bankruptcy
judge found she made 200 attempts at finding a job, the district
judge reversed and refused to discharge the student loan, saying
she should have looked harder for work.

According to the report, the circuit court reversed the district
court, largely because the findings of fact by the bankruptcy
judge weren't "clearly erroneous."  Judge Easterbrook noted that
Section 523(a)(8) of the Bankruptcy Code "does not forbid
discharge" of educational debts.  He said it's "important not to
allow judicial glosses" to "supersede the statute itself."

Referring to a circuit court decision called Roberson allowing
discharge only given "certainty of hopelessness," Easterbrook said
"that sounds more restrictive than the statutory 'undue
hardship.'"

Given the inability of one circuit panel to reverse another,
Easterbrook's statement is about as far as a judge from the same
circuit can go in suggesting that a prior opinion is wrong.

Judge Easterbrook, the report points out, had other comments
favorable to bankrupts with student loans.  He said the "undue
hardship" language in the statute is "fact-dominated," thus
implying "deferential appellate review."  In plain English, that
means an appellate court should be loath to reverse if a
bankruptcy judge rules that a student loan can be wiped out.
He also said the district judge was wrong in holding that a
bankrupt must always have agreed to a payment program to be
eligible for discharging a student loan.

The case is Krieger v. Educational Credit Management Corp.,
12-3592, U.S. Court of Appeals for the Seventh Circuit (Chicago).

                       *     *     *

Kurt Orzeck of BankruptcyLaw360 says that one judge noted that the
case was extraordinary and shouldn't set an example for others
struggling with college debt.


* Fitch Takes Rating Action on U.S. Niche Real Estate Banks
-----------------------------------------------------------
Fitch Ratings has completed a peer review of the following
companies: Astoria Financial Corporation (AF), CapitalSource Inc.
(CSE), Dime Community Bancshares, Inc. (DCOM), Emigrant Bancorp,
Inc. (EMIG), and New York Community Bancorp, Inc. (NYCB). These
companies are part of Fitch's niche peer group.

Fitch's niche group is composed of banks with total assets ranging
from $4 billion to $44 billion. Issuer Default Ratings (IDRs) for
this group are relatively dispersed with a low of 'B-' to a high
of 'BBB+'. Niche banks typically employ focused strategies with
limited product offerings and limited revenue diversification.
Additionally, the niche banks generally have smaller deposit
franchises than a traditional bank. As a result, niche banks have
higher loan-to-deposit ratios and elevated funding costs.
Conversely, the niche banks will have lower overhead costs by
having fewer brick and mortar retail branches.

Niche bank earnings remained relatively flat year over year
despite significant net interest margin (NIM) compression.
Earnings were supported via reserve releases and securities gains.
The median NIM declined by 44bps year over year. Typically, niche
banks experience greater NIM volatility than traditional
commercial bank franchises due to a niche bank's smaller deposit
franchise. As a result, niche banks are more reliant on wholesale
funding which is more rate sensitive.

For the most part, niche banks have enjoyed fairly good asset
quality as credit cost remained manageable through the cycle. .
Given the concentrated product offerings by the niche banks,
underwriting is typically more conservative than a diversified
commercial bank.

RATING ACTION AND RATIONALE

Astoria Financial Corporation (AF)
AF's long- and short-term IDRs were affirmed at 'BBB-/F3'. The
Rating Outlook remains Stable. This reflects growing capital
levels and solid asset quality metrics as reflected by low credit
costs through the cycle. Both NPAs and NCOs declined year over
year in line with Fitch's expectations. AF's ratings strength is
balanced against a weak funding profile and profitability levels
that lag its rated peers. The Stable Outlook incorporates Fitch's
view that earnings will continue to struggle in the upcoming year
while NPAs decline and capital levels continue to grow.

CapitalSource, Inc. (CSE)
CSE's long-term IDR was affirmed at 'BB' and the Rating Outlook
remains Stable. This reflects improved operating performance and
the impact of reserve releases as asset quality continues to
improve. Liquidity has strengthened due to the repayment of parent
company debt and capital ratios are solid for the rating category.
The IDRs of CSE and CapitalSource Bank (CSB) were equalized last
year, reflecting the reduction of parent company debt (see Fitch's
press release titled 'Fitch Upgrades CapitalSource Inc., Affirms
CapitalSource Bank; Outlook Remains Stable' on April 13, 2012).

The affirmation of CSB's ratings reflects sufficient liquidity and
solid capitalization relative to its rating level, offset by
unseasoned loan performance of new bank originations, reliance on
spread income, and a rate sensitive deposit base. Fitch believes
CSB's planned charter conversion and CSE's bank holding company
application will likely to be completed in 2013. Although not
anticipated, Fitch would view negatively a withdrawal or failure
to execute on the planned charter conversion.

Dime Community Bancshares, Inc. (DCOM)
DCOM's long and short-term IDRs were affirmed at 'BBB/F2' The
Rating Outlook remains Stable. This affirmation reflects DCOM's
strong track record implementing its focused multifamily lending
strategy in the New York City area as well as its solid earnings
and asset quality. These strengths are balanced against DCOM's
undiversified earnings profile, relatively higher risk funding
profile and modest franchise. The Stable Outlook reflects Fitch's
view that Dimes' strategy will remain relatively unchanged in the
near term and NPAs will decline, albeit at a very moderated pace.

Emigrant Bancorp, Inc. (EMIG)
EMIG's long-term IDR was upgraded to 'B' from 'B-'; the Outlook
remains Stable. The upgrade reflects both the continued
improvement of asset quality metrics as well as the additional
capital provided by the sale of its branch network. Fitch
recognizes that the branch sale does not constitute core earnings,
and that core profitability remains a weakness for the company.
That said, the branch sale provides additional flexibility to deal
with its 2014 senior debt maturities as well as outstanding TARP.
Emigrant's rating strengths are balanced against the company's
elevated NPA levels, evolving business initiatives and 'key man'
risk in the form of the company's chairman and CEO, Howard
Milstein. That being said, the Milstein family has contributed a
significant amount of capital to the bank over the last few years.
The Stable Outlook reflects Fitch's expectation that EMIG will
continue to gradually reduce NPA levels while increasing core
earnings in the near term.

New York Community Bancorp, Inc. (NYCB)
NYCB's long and short-term IDRs were affirmed at 'BBB+/F2'; the
Outlook remains Stable. This affirmation reflects NYCB's strong
track record implementing its focused multifamily lending strategy
in the New York City area as well as its solid asset quality.
NYCB's ratings are balanced against a limited franchise and
relatively undiversified earnings profile. NYCB's Stable Outlook
reflects Fitch's view that NPAs will continue to decline while
margin compression pressures earnings in the near term.

RATING DRIVERS AND SENSITIVITIES

Astoria Financial Corporation (AF)
In the intermediate term, Fitch views interest rate risk and
profitability as AF's biggest challenge. AF actively manages
interest rate risk by procuring term funding to limit its interest
rate risk. That said, low rates and AFs limited residential
offering of 5/1 and 7/1 hybrid ARMs and fixed 15-year loans
provide limited ability to grow margins or profitability. To
combat margin pressure, AF re-entered the competitive multi-family
market in New York, which currently offers higher yields than
residential mortgages.

Asset quality is a rating strength for the institution. AFs'
residential portfolio performed relatively well throughout the
credit cycle. NCOs peaked at a relatively low 77bps in 2009. At
year-end 2012, NCOs remained low at 0.37%. NPAs, while higher than
historical levels, are manageable at 2.98% at the end of 2012.
Fitch expects credit cost to remain low while NPAs are expected to
continue its slow decline as the judicial foreclosure process
limits the speed at which lenders can resolve problem residential
mortgages in New York, New Jersey and Illinois.

Fitch believes positive rating action is unlikely in the near term
given Fitch's expectation of near-term earnings and margin
pressures. Negative ratings actions would likely result if asset
quality or capital decline materially. Additionally, uncontrolled
growth in the multi-family market could result in negative ratings
pressure.

CapitalSource, Inc. (CSE)
Fitch views favorably the overall improvement in asset quality.
However, there is risk related to the unseasoned performance of
recent bank originations as the bank loan portfolio has grown a
cumulative 49% over the last two years. Fitch notes that weakness
or deterioration in the bank portfolio beyond existing reserve and
capital levels may have an adverse effect on CapitalSource Bank
(CSB) performance and possibly generate negative ratings momentum.
In addition, liquidation of the remaining legacy loan book remains
a risk, though to a lesser degree than years past.

Loans in the parent company legacy portfolio continue to run-off,
declining to $526 million at year-end 2012 versus $972 million at
year-end 2011 and represented less than 9% of the consolidated
loan portfolio. The declining legacy loan portfolio has
contributed to the overall improvement in asset quality metrics in
2012, as NPAs and NCOs continued to decrease year over year.
Consolidated NPAs at the end of 2012 were 2.1% of average loans
compared to 5.3% the previous year end. Fitch notes that the 2012
charges-offs primarily reflect write-offs in the legacy portfolio,
and the agency expects a further decrease in NCO levels in 2013 as
the legacy portfolio continues to shrink. Cumulative NCOs, as a
percentage of average loans for the total portfolio were 1.3%,
while NCOs at the bank level were 0.20% at year-end 2012.

In 2012, CSE returned to profitability and operating performance
benefitted from improved NIM and lower loan loss provisioning.
Consolidated pre-tax income was $205.5 million in 2012 compared to
a pre-tax loss of $15 million in 2011. The adjusted return on
assets (ROA) in 2012, which excludes the $347 million impact of
the reversal of a net deferred tax valuation allowance, was 1.70%
and compares favorably to peers. While Operating performance has
improved, but Fitch expects performance in 2013 to be constrained
by pressure on NIM as investment and loan yields continue to
contract. Further contraction in NIM beyond current expectations
and negatively affecting operating performance may yield negative
ratings momentum. Nonetheless, Fitch believes any decline in
performance would likely be in line with industry averages.

Fitch believes the company's funding profile to be somewhat
limited since its deposit base is primarily comprised of retail
time deposits, which are generally rate-sensitive and shorter-term
relative to its loan book. Fitch believes CSB will gain additional
funding flexibility over the medium-to-longer term once the
planned charter conversion and holding company application has
been approved by its regulators. However, should the application
and approval not take place, CSB's ratings will remain constrained
due to the narrow and rate-sensitive nature of is funding base.

CSB's capital base is solid and of good quality relative to
similarly rated peers. Fitch believes a capital base of CSB's
current size to be appropriate given the specialty nature of the
company's current portfolio and residual asset quality concerns
related to its remaining legacy loan portfolio. At Dec. 31, 2012,
CSB had Tier 1 leverage, Tier 1 risk-based capital and total risk
based capital ratios of 13.06%, 15.24% and 16.50%, respectively.
Over the long term, CSB plans to manage total risk based capital
between 15.5% and 16%, which Fitch believes is appropriate for its
current ratings

Fitch believes positive rating momentum is limited over the near-
to medium-term due to CSE's limited funding profile as an
industrial bank and uncertainty related to the company's planned
bank charter conversion. In addition, the asset quality of new
loans bears monitoring and remains a near-term constraint as CSB
has experienced rapid loan growth in recent years. However,
positive rating momentum could develop over time with improved
funding flexibility from longer-term deposits post-charter
conversion, combined with consistent earnings generation and solid
asset quality performance could also be viewed positively by
Fitch.

Conversely, negative rating actions could result from weakness or
deterioration in asset quality performance on the underlying
portfolio beyond existing reserve and capital levels, a decline in
CSB's competitive positioning and inability to grow originations,
or further compression of net interest margins beyond expectations
resulting in negative operating performance. In addition, a
reduction of liquidity relative to outstanding debt and/or
significant reductions in capital levels could also yield negative
rating actions.

Dime Community Bancshares, Inc. (DCOM)
Asset quality is a ratings strength for the institution. Both NPAs
and NCOs remain low at DCOM, owing to the bank's ability to
execute its core strategy of rent-regulated, multi-family lending
predominantly in DCOM's core market in New York City. While NPAs
are higher than historical levels, asset quality metrics compare
favorably to its rated peers.

ROA declined from 1.15% to 1.01% in 2012 due to declining margins.
Reported earnings are somewhat volatile due to unplanned
prepayment income which can vary quarter to quarter. Fitch
generally expects earning will continued to be pressured in the
low rate environment.

Fitch believes DCOM's ratings are solidly situated at current
levels. Further ratings improvement is unlikely given the
meaningful concentrations in the loan portfolio and undiversified
earnings profile. Negative ratings pressure could occur if there
were a significant change to rent regulations in New York, a sharp
increase in problem loans or a significant loss of business from
any of DCOM's main commercial real estate brokers. Additionally,
although not anticipated, any significant changes in the mix of
business, either by product type or geography, would be carefully
considered by Fitch to determine any potential ratings impact.

Emigrant Bancorp, Inc. (EMIG)
Asset quality metrics are improving, but NPAs remain stubbornly
high. NPAs are driven primarily by EMIG's residential portfolio.
Fitch expects NPAs to remain elevated as the judicial foreclosure
process limits the speed at which lenders can resolve problem
residential mortgages in New York. That said, credit losses for
this portfolio have remained manageable as most of the mortgages
have relatively low loan-to-values (LTVs).

As the economic environment worsened during the credit cycle, EMIG
shifted its focus to commercial lending through a number of
different channels. EMIG offers a number of different commercial
lending products including fine arts lending, sports lending, CRE
bridge loans and private equity-sponsored cash flow loans.
Additionally, EMIG participates in the syndicated loan market.
Each of these lending channels has limited exposure on its own,
but collectively they represent a nearly one-fourth of the loan
portfolio. Any deterioration in these portfolios could result in
negative ratings pressure.

Core earnings continue to struggle at EMIG, but the branch sale is
expected to reduce overhead costs and be net-additive to core
earnings in the near term. Fitch expects that the low interest
rate environment will keep putting pressure on earnings and
margins for the foreseeable future. To combat margin pressures,
Emigrant has placed strategic focus on building up its fee income
businesses. These businesses include HPM Partners (investment
advisor/wealth management), Personal Risk Management (insurance
brokerage), NYPB&T (wealth management and trust services) and
Galatioto Sports Partners (sports M&A advisory boutique), and
Fiduciary Network. Fitch expects that the bank's fee income
businesses will likely take some time to add meaningful
incremental earnings growth given the deep relationships needed in
private banking and wealth management.

Given elevated NPAs and evolving business initiatives, Fitch
expects the company will operate with elevated tangible capital
ratios. Any meaningful reduction to tangible capital levels in the
near term could place negative pressure on its current ratings.
Additionally, any deterioration to asset quality metrics could
result in a ratings downgrade. Conversely, positive ratings action
could occur if core earnings improve, asset quality strengthens
and new business reach scale in terms of profitability.

Fitch continues to rate the holding company one notch below its
bank subsidiaries due to forthcoming maturity of $200 million of
senior notes in June 2014. Emigrant's parent, New York Private
Bank & Trust (NYPBT), also has $276 million of preferred stock
outstanding under the TARP. The interest rates on EMIG's TARP
shares are scheduled to step up to a 9% coupon from 5% in 2014.
The rating of the holding company would likely be equalized with
the bank once these obligations are addressed.

New York Community Bancorp, Inc. (NYCB)
NYCB's current ratings reflect its very favorable credit loss
experience over multiple credit cycles. Through the current cycle,
NCOs peaked at 35bps and totaled just 13bps in 2012. Low losses
are attributable to NYCB's ability to execute its core strategy of
rent-regulated, multi-family lending predominantly in NYCB's core
market in New York City.

Earnings performance is solid. NYCB's ROA of 1.18% compares
favorably with the niche bank group. NYCB's profitability is a
function of low credit costs, low overhead expenses, prepayment
income and mortgage banking fees, as well as a balance sheet which
has a greater percentage of loans than most banks. Fitch expects
NYCB's profitability to face headwinds in 2013 as the low rate
environment and increasing competition for multi-family loans
pressures NIMs. While Fitch believes the quality of the mortgage
banking income and prepayment fees is generally weaker than the
core multi-family business, they do provide some degree of
earnings diversity.

Fitch believes NYCB's ratings are solidly situated at current
levels. NYCB has limited ability to achieve ratings improvement
given its concentration to asset classes, geographies and single-
name borrowers. Further, NYCB's limited franchise and funding
profile also make positive ratings action unlikely in the near
term.

Conversely, NYCB's ratings are highly sensitive to the multifamily
market in the New York City area. Loosening of rent-regulations in
the New York area could be a negative rating driver for the
institution. Additionally, aggressive capital management or any
deterioration of asset quality metrics could also result in
negative ratings pressure.

NYCB continues to eye potential large accretive acquisitions;
Fitch would view such transactions with caution. Although NYCB has
demonstrated the ability to integrate many institutions in the
past, large acquisitions will require commensurate enhancements to
risk management and will likely make NYCB a systemically important
financial institution under Dodd-Frank.

KEY RATING DRIVERS - Support and Support Rating Floors
Niche banks have a Support Ratings of '5' and Support Rating
Floors of 'NF'. Fitch believes that they are not systemically
important and therefore, the probability of support is unlikely.
The IDRs and Viability ratings (VRs) do not incorporate any
external support.

RATING SENSITIVITIES - Support and Support Rating Floors
Fitch does not anticipate changes to the Support Ratings or
Support Rating Floors given size and the lack of systemic
importance of the niche bank group.

KEY RATING DRIVERS - Subordinated Debt and Other Hybrid
Securities:
Subordinated debt and other hybrid capital issued by the trust
banks and by various issuing vehicles are all notched down from
the holding company or its bank subsidiaries' VRs in accordance
with Fitch's assessment of each instrument's respective
nonperformance and relative loss severity risk profiles.

RATING SENSITIVITIES - Subordinated Debt and Other Hybrid
Securities:
Ratings are primarily sensitive to any change in the VRs, where
the notching would be realigned in conjunction with any change in
the VR.

KEY RATING DRIVERS - Subsidiary and Affiliated Company Rating:
The IDRs and VRs of AF, CSE, DCOM and NYCB are core to each
company's business and therefore IDRs and VRs are equalized across
the group. Fitch continues to rate EMIG one notch below its
Emigrant Bank subsidiary due to forthcoming maturity of $200
million of senior notes in June 2014 in addition to outstanding
TARP monies from the U.S. department of treasury.

RATING SENSITIVITIES - Subsidiary and Affiliated Company Rating:
Ratings are primarily sensitive to any change in the VRs of the
associated bank subsidiaries

Fitch has upgraded the following ratings with a Stable Outlook.

Emigrant Bancorp Inc:
-- Long-term IDR to 'B' from 'B-',
-- Viability Rating to 'b' from 'b-'.

Emigrant Bank
-- Long-term IDR to 'B+' from 'B',
-- Viability Rating to 'b+' from 'b';
-- Long-term Deposits to 'BB- ' from 'B+/RR3'.

Emigrant Mercantile Bank
-- Long-term IDR to 'B+' from 'B'.

Fitch has affirmed the following ratings:

Emigrant Bancorp Inc:
-- Short-Term IDR at 'B'
-- Senior Debt at 'CCC/RR6';
-- Support at '5';
-- Support Floor at 'NF'.

Emigrant Bank
-- Short-Term IDR at 'B';
-- Short-Term Deposits at 'B';
-- Support at '5';
-- Support Floor at 'NF'.

Emigrant Mercantile Bank

-- Short-Term IDR at 'B';
-- Support at '5';
-- Support Floor at 'NF'.

Emigrant Capital Trust I
Emigrant Capital Trust II
-- Preferred Stock at 'CC/RR6'.

Following the merger into Emigrant Bank, Fitch has withdrawn the
ratings for the following:

Emigrant Savings Bank - Bronx/Westchester
-- Long-term IDR at 'B',
-- Viability Rating at 'b';
-- Long-term Deposits at 'B+/RR3';
-- Short-Term IDR at 'B';
-- Short-Term Deposits at 'B';
-- Support at '5';
-- Support Floor at 'NF'.

Emigrant Savings Bank - Brooklyn/Queens
-- Long-term IDR at 'B',
-- Viability Rating at 'b';
-- Long-term Deposits at 'B+/RR3';
-- Short-Term IDR at 'B';
-- Short-Term Deposits at 'B';
-- Support at '5';
-- Support Floor at 'NF'.

Emigrant Savings Bank - Manhattan
-- Long-term at 'B',
-- Viability Rating at 'b';
-- Long-term Deposits at 'B+/RR3';
-- Short-Term IDR at 'B';
-- Short-Term Deposits at 'B';
-- Support at '5';
-- Support Floor at 'NF'.

Emigrant Savings Bank - Long Island
-- Long-term IDR at 'B',
-- Viability Rating at 'b';
-- Long-term Deposits at 'B+/RR3';
-- Short-Term IDR at 'B';
-- Short-Term Deposits at 'B';
-- Support at '5';
-- Support Floor at 'NF'.

Fitch has affirmed the following ratings with a Stable Outlook:

Astoria Financial Corp.
-- Long-Term IDR at 'BBB-';
-- Short-Term IDR at 'F3';
-- Viability rating at 'bbb-';
-- Senior unsecured at 'BBB-';
-- Support at '5';
-- Support Floor at 'NF'.
-- Preferred Stock at 'B'.

Astoria Federal Savings & Loan
-- Long-Term IDR at 'BBB-'
-- Long-term Deposits at 'BBB';
-- Short-Term IDR at 'F3';
-- Viability rating at 'bbb-'.
-- Short-Term Deposits at 'F2';
-- Support at '5';
-- Support Floor at 'NF'.

Astoria Capital Trust I
-- Preferred stock at 'B+'.

CapitalSource Inc.
-- Long-term IDR at 'BB'.

CapitalSource Bank
-- Long-term IDR at 'BB';
-- Short-term IDR at 'B;.
-- Viability Rating at 'bb';
-- Support at '5';
-- Support Floor at 'NF';
-- Short-term deposits at 'B';
-- Long-term deposits at 'BB+'.

Dime Community Bancshares, Inc.
-- Long-term IDR at 'BBB';
-- Short-term IDR at 'F2';
-- Viability rating at 'bbb';
-- Support at '5';
-- Support Floor at 'NF'.

Dime Savings Bank of Williamsburgh
-- Long-term IDR at 'BBB';
-- Long-term Deposits at 'BBB+';
-- Short-Term IDR at 'F2';
-- Short-Term Deposits at 'F2';
-- Viability rating at 'bbb'.
-- Support at '5';
-- Support Floor at 'NF'.

Dime Community Capital Trust I
-- Trust Preferred at 'BB-'.

New York Community Bancorp
-- Long-term IDR at 'BBB+';
-- Viability rating at 'bbb+';
-- Short-term IDR at 'F2';
-- Support at '5';
-- Support floor at 'NF'.

New York Community Bank
-- Long-term IDR at 'BBB+';
-- Long-term deposits at 'A-';
-- Viability rating at 'bbb+';
-- Short-term IDR at 'F2';
-- Support at '5';
-- Support floor at 'NF';
-- Short-term deposits at 'F2'.

New York Commercial Bank
-- Long-term IDR at 'BBB+';
-- Long-term deposits at 'A-';
-- Viability rating at 'bbb+'.
-- Short-term IDR at 'F2';
-- Support at '5';
-- Support floor at 'NF';
-- Short-Term deposits at 'F2'.

Richmond County Capital Corporation
-- Preferred stock at 'BB-'.


* Moody's Releases Revised Methodology for Post-Default Programs
----------------------------------------------------------------
Moody's Investors Service published its revised methodology for
rating US state post default intercept programs and financings.
The revised methodology substantially incorporates the changes
Moody's proposed in its October 2, 2012, request for comment
"Proposed Methodology for Post-Default State Aid Intercept
Programs and Financings."

Moody's currently rates post-default state aid intercept program
financings in five states. These programs enhance the ratings of
school districts and local governments by redirecting state aid
that would normally go to them to make debt service payments in
the event of a payment default. Post-default programs make the aid
available only after the local unit has defaulted. Most of these
programs enhance the credit quality of school district or local
government general obligation borrowings. Despite their presence
in five states, there have been no documented instances of
utilization of the post-default intercept for rated entities.

The revised methodology uses the credit quality of the issuer as
the basis for ratings enhanced by post-default programs; the
former methodology notched down from the rating of the sponsoring
state. As a result of the change, Moody's is placing the enhanced
ratings of 723 entities on review, direction uncertain. Those
placed on review are school districts and local governments in the
five states that have these programs: Arkansas, Indiana, New York,
Pennsylvania and Virginia. The total amount of debt under review
is $10.9 billion.

If the reviews lead to rating downgrades, these actions will
likely be limited to one or two notches.

"We are revising our rating approach for post-default programs to
one that builds on the underlying credit of the borrower, given
that the credit enhancement provided by the state in post-default
programs is not accessed until after a debt service default has
occurred," says Moody's Managing Director Robert Kurtter.
"Notching up from the underlying rating results in the default and
recovery risk being adequately reflected in the enhanced rating,
with the default probability more closely linked to the issuer's
underlying credit quality."

Moody's assigns underlying ratings on the basis of the borrower's
intrinsic financial strength without the benefit of a state's
intercept mechanism. Since the ratings for post-default programs
will be maintained at the level of the obligor, Moody's will no
longer maintain ratings on the five post-default programs that it
had rated.

Moody's also anticipates the post-default enhanced ratings, in
general, will be capped at two rating notches below the rating of
the state.

Moody's approach to rating issuers participating in a post-default
program is based on two broad factors: revenue sufficiency and the
timing and mechanics of notification requirements and intercept of
the funds.

Rating Impact of New Post Default Methodology

As a result of this methodology change, Moody's has placed 723
ratings on review: 5 issuer ratings of the bond programs and 718
enhanced ratings of the issuers participating in the programs.
Moody's will apply its updated methodology to assess the
associated ratings. The state programmatic ratings of the programs
will be withdrawn.

In cases where Moody's assigns more than one rating to a debt
instrument, the effective rating is the higher of the underlying
rating, the enhanced rating, and the insured rating.

Issuers participating in the following bond programs are affected
by the addition of Part II: Post-Default Intercept Programs to the
updated methodology.

1. Arkansas School District Enhancement Program -- Aa3/RUR

2. Indiana School District Enhancement Program -- Aa2/RUR

3. New York State Section 99-B Intercept Program -- A1/RUR

4. Pennsylvania Act 150 School District Intercept Program --
A1/RUR

5. Virginia Localities Intercept Program -- Aa3/RUR

The principal methodology used in these ratings was State Aid
Intercept Programs and Financings: Pre and Post Default published
in April 2013.


* Moody's Examines Role of Holdout Creditors in Restructurings
--------------------------------------------------------------
Sovereign bond restructurings over the last 15 years have
generally been resolved quickly and almost always without ligation
from holdout creditors, says Moody's Investors Service in a new
report in its Sovereign Defaults Series.

Reviewing 34 sovereign bond exchanges since 1997, Moody's finds
that only two had a significant percentage of holdout creditors.

Specifically, in only two cases did holdout creditors represent
more than 10% of the value of the outstanding bonds. In only one
case -- that of Argentina -- have holdouts led to persistent
litigation.

"Our analysis shows that concerns over coordination problems among
creditors are exaggerated," says Elena Duggar, Moody's Group
Credit Officer for Sovereign Risk and author of the report "The
Role of Holdout Creditors and CACs in Sovereign Debt
Restructurings."

"In most cases, a bondholder committee was formed within a
reasonably short timeframe and negotiations over the restructuring
were concluded relatively quickly," says Duggar. "The case of
Argentina was and remains unique in its unilateral and coercive
approach to the debt restructuring."

On average, sovereign bond restructurings have closed 10 months
after a government has announced its intention to restructure and
seven months after the start of negotiations with creditors, says
Moody's.

Creditors have typically participated in sovereign bond
restructuring offers: in the 34 restructurings, creditor
participation averaged 95%. The only exchanges with lower
participation rates were those of Argentina, with a realized
participation rate of 76%, and Dominica, with a rate of 72%. Later
on, however, participation rates increased to 93% in Argentina and
close to 100% in Dominica.

Moody's notes that about 35% of sovereign debt exchanges relied on
the use of Collective Action Clauses (or CACs) or exit consents in
the bond contracts to bind a larger share of creditors in the
restructuring.

CACs allow a supermajority of creditors to amend the instrument's
payment terms and other provisions, thus allowing the
supermajority to agree to a debt restructuring legally binding to
all shareholders, including those who vote against the
restructuring.

The European Stability Mechanism (ESM) Treaty has mandated that
CACs be introduced into euro area sovereign bond contracts.

Ongoing creditor litigation over Argentina's 2005 debt exchange
has been drawing attention to the role of holdout creditors and
the problem of free rider incentives, leading to a large body of
theoretical work on the topic. The Moody's report reviews
empirical evidence from 34 exchanges involving 20 sovereigns and
both Moody's-rated and unrated debt instruments. Nine sovereigns
performed several debt exchanges in a row.


* Moody's Notes Declining Covenant Quality of High-Yield Bonds
--------------------------------------------------------------
The covenant quality of North American high-yield bonds continued
to decline last month, Moody's Investors Service says in a new
report, "Bond Covenant Quality Hits Another New Low." The rating
agency's three-month rolling average Covenant Quality Index
reached a record low of 3.97 in March, down from 3.95 in February.
The index uses a five-point scale, in which 1.0 represents the
strongest covenant protections and 5.0, the weakest.

"High-yield bond covenant quality measured as a three-month
rolling average has deteriorated steadily since peaking at 3.41 in
July 2012," says Vice President -- Head of Covenant Research,
Alexander Dill, "and has fallen for three consecutive months and
seven of the last eight months."

Nonetheless, covenant quality improved in the month of March
alone, Dill says. The average covenant quality score last month
was 3.76, down from 4.17 in February. In addition, high-yield-lite
issuance, defined as lacking either or both a restricted payments
and debt incurrence covenant, reverted toward the historical
average in March, when only 18.2% of bonds had a high-yield lite
covenant package, compared with 38.5% in February and 33.3% in
January. Of last month's eight high-yield lite bonds, those from
Sealed Air Corp. and United States Steel Corp. were rated the
lowest, at B1.

But the relationship between ratings and covenant quality somewhat
broke down again in March, after having significantly improved in
February. Usually lower-rated bonds have stronger covenant
protections because investors expect weaker credits to offer more
protection. Nevertheless, bonds rated Caa at issuance had an
average covenant quality score of 3.55 in March, which is close to
the score of 3.54 for bonds rated single B. Among last month's Caa
bonds, Milacron LLC had the only bond that scored in the weakest
category, at 4.20.

Covenant quality improved among instruments rated Ba and B. These
bonds had average scores of 4.22 and 3.54, respectively, much
improved from their February scores of 4.73 and 3.97. But the
percentage of bonds rated B1 and below, ranking lower-tier weak or
weakest in quality, increased slightly to 35.6% in March from
34.0% in February on a three-month rolling average basis.
Historically, this percentage has been 25.1%.


* Moody's Requests Comments on Rating Bank Contingent Capital
-------------------------------------------------------------
Moody's Investors Service is requesting comments from the market
on its proposed approach for rating contractual non-viability
securities, one type of contingent capital (CoCo) issued by
regulated banking institutions. Moody's is also requesting comment
on its approach for incorporating support in bank subordinated
debt ratings. The request for comment is titled, "Moody's Proposed
Approach for Rating Certain Bank Contingent Capital Securities and
Update to Approach for Rating Bank Subordinated Debt."

Contractual non-viability securities are typically junior
securities, with or without coupon suspension mechanisms that
absorb losses either through conversion to equity or a principal
write-down that is triggered at or close to the point of non-
viability when a bank is deeply distressed.

In February 2010, Moody's issued a Special Comment titled "Rating
Considerations for Contingent Capital Securities" that established
a moratorium on rating contingent capital securities where loss
absorption is subject to regulatory discretion and/or the breach
of regulatory capital triggers. Moody's hesitation to rate was
based on the difficulty in predicting when loss absorption would
be triggered due to rapidly changing regulatory and political
environments.

Moody's request for comment takes into account recent events that
indicate greater regulatory and political will to impose losses on
creditors, particularly subordinated creditors, as a precondition
of public sector support.

The additional visibility around the trigger points for loss
absorption allows the rating agency to consider assigning ratings
to certain types of contingent capital securities. Moody's
proposal is to evaluate contractual non-viability securities
within the framework of Moody's proprietary Baseline Credit
Assessment (BCA), which expresses an opinion on the standalone
financial strength of a bank, absent any extraordinary support
from an affiliate or government. The BCA can be used as a proxy to
determine the point of non-viability, which is generally the time
when a failing bank needs to be recapitalized, without which it
would not be able to continue as a going concern.

"The issuance of bank contingent capital or CoCos, which have
triggers linked to the point of non-viability when a bank is in
deep distress, as well as the global regulatory push toward burden
sharing by creditors, provides us with the confidence that we can
now rate these instruments," says Moody's Senior Vice President
Barbara Havlicek.

Moody's Request for Comment describes its proposed framework for
rating these securities, and explains how it fits into its
existing approach for rating subordinated debt and hybrid
securities. The rating agency is also seeking market feedback on
whether it should establish a Ba1 cap on the ratings for such
contractual non-viability securities.

"High trigger" contingent capital securities will remain subject
to a rating moratorium. However, public comment is invited on
whether a rating would be useful for such securities, and what
such ratings should address given the potential that loss
absorption could be triggered early in a bank's financial distress
and may not honor the traditional priority of claim in a bank's
capital structure.

To date, almost all contingent capital securities have been issued
by banks. For non-bank institutions, Moody's would use an analytic
thought process similar to the one proposed for banks.

The regulatory and political willingness to impose losses on
"plain vanilla" subordinated creditors has also led Moody's to re-
examine its systemic support assumptions for bank subordinated
debt. The agency is proposing a revised methodology that does not
assume systemic support for bank subordinated debt and instead
uses judgment on a country-by-country basis to identify those
instances where there may continue to be a willingness and ability
to support subordinated debt.


* Moody's Issues New Commercial Property Price Indices
------------------------------------------------------
The Moody's/RCA Commercial Property Price Indices (CPPI) national
all-property composite index increased by 0.5% in February from
the January price level.  The index's two components, apartment
and core commercial, increased by 1.3% and 0.2%, respectively, for
the month.

The report's "spotlight" section for this month focuses on the
relationship between metropolitan area price performance and loan
losses since 2007.

"There was a high correlation between peak-to-trough price decline
and CMBS loan losses among the 20 metro areas tracked by RCA,"
said Moody's Director of Commercial Real Estate Research Tad
Philipp. "Post-crisis price declines and CMBS loss severities in
the six 'major market' metros were generally smaller than those of
the other, non-major metros."

The six major markets had an average peak-to-trough price decline
of 37.0% and an average CMBS loan loss severity of 24.9%,
according to Moody's. The 14 non-major markets fared significantly
worse on both counts, suffering a price decline 47.3% -- 10.3%
greater than the majors -- and an average loan loss severity of
37.6% -- 12.7% higher than the major markets.

"The two metro areas with the biggest peak-to-trough commercial
price declines were Las Vegas and Phoenix, both declining by more
than 60%," said Philipp. "They were among the most hard hit by the
housing crisis, and exhibited a residential-to-commercial spill-
over effect."

CPPI measures price changes in US commercial real estate based on
completed sales of the same commercial properties over time, known
as the "repeat-sales" methodology. Other findings from the latest
CPPI report include:

- Retail property prices increased by 2.7% and 8.1% over the past
   one- and three-month periods, respectively, best among the core
   commercial sectors. The share of retail property sales
   transactions that are distressed transitioned over the past few
   months from approximately 30% to the high teens, helping drive
   retail price gains.

- Non-major market prices have outpaced major market prices over
   the last one- and three-month periods, and are only about one
   percentage point behind major market price gains over the last
   12 months as investors cast their nets wider in the search for
   higher yielding commercial property investments.

- For the last 12 months there was a 5.3% gain in non-major
   markets as compared with a 6.5% gain in major markets.


* Asbestos Attys Back Bankruptcy Trust Disclosure Bill in Pa.
-------------------------------------------------------------
Dan Packel of BankruptcyLaw360 reported that defense and
plaintiffs' attorneys with a stake in asbestos cases faced off in
front of the Pennsylvania House Judiciary Committee Monday to
debate a proposed law that would obligate plaintiffs to disclose
whether they have submitted claims against bankruptcy trusts.

The report related that according to advocates of the legislation,
House Bill 1150, introduced by Rep. Bryan Cutler, R-Lancaster,
will eliminate the process of "double dipping," through which
asbestos victims recover twice from the same injury, through both
tort litigation and through the asbestos trust process.


* Junk-Bond Covenants Continue Declining in Quality
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to the latest covenant-quality index
published by Moody's Investors Service, bond buyers continue
gobbling up junk-rated debt with a devil-may-care attitude.

The quality of covenants in newly issued junk debt "has
deteriorated steadily" since July, Moody's said in the April 9
report.  The index then stood at 3.41, compared with the 3.97
three-month rolling average at the end of March.

In Moody's index, the strongest covenants are rated 1 and the
weakest are 5.  Moody's began the index in January 2011.  Covenant
quality has deteriorated for seven of the past eight months,
Moody's said.


* LPS' Feb. Mortgage Monitor Data Show Seasonal Loan Cure Increase
----------------------------------------------------------------
The February Mortgage Monitor report released by Lender Processing
Services found an increase in loan "cure" rates (those loans that
were delinquent in the prior month and are now current).  The
majority of cures were on loans one-to-two months delinquent, with
approximately 500,000 loans curing in February alone.  As LPS
Applied Analytics Senior Vice President Herb Blecher explained,
these cures were not unusual, but rises seen in loans three-to-
five months delinquent and foreclosure-initiated categories were
unexpected.

"Historically, we see these seasonal increases in cure rates in
February and March each year," Mr. Blecher said.  "What stood out
in this month's data was where that increase was centered.
February's rise in cures was driven almost entirely by FHA loans,
representing a 29 percent increase from January, and likely driven
by revived modification activity related to the revisions to the
FHA's Loss Mitigation Home Retention options released late last
year.

"We also looked at loan modification data released in the Office
of the Comptroller of the Currency's Mortgage Metrics report
(aggregated by LPS) and saw that, after two years of steady
decline, modification volume increased substantially in the last
half of 2012, with about 280,000 modifications occurring during
that time," Mr. Blecher continued.  "The majority of the increases
in both Q3 and Q4 occurred in proprietary modifications as opposed
to through the Home Affordable Modification Program.  Given the
current FHA activity, along with the FHFA's recent announcement of
its Streamlined Modification Initiative, we could see continued
strength in modification volumes in the future."

Additionally, the February data showed that recent increases in
mortgage rates have led to a decline in prepayment rates,
historically a good indicator of refinance activity.  It should be
noted that although monthly prepayment rates dropped by nearly 10
percent in February, they are still very high by recent historical
standards.

As reported in LPS' First Look release, other key results from
LPS' latest Mortgage Monitor report include:

Total U.S. loan delinquency rate: 6.80%

Month-over-month change in delinquency rate: -3.16%

Total U.S. foreclosure pre-sale inventory rate: 3.38%

Month-over-month change in foreclosure pre-sale inventory rate:
-0.98 %

States with highest percentage of non-current* loans:
FL, NJ, MS, NV, NY

States with the lowest percentage of non-current* loans:
MT, AK, WY, SD, ND

*Non-current totals combine foreclosures and delinquencies as a
percent of active loans in that state.

Totals are extrapolated based on LPS Applied Analytics' loan-level
database of mortgage assets.

                    About the Mortgage Monitor

LPS manages the nation's leading repository of loan-level
residential mortgage data and performance information on nearly 40
million loans across the spectrum of credit products.  The
company's research experts carefully analyze this data to produce
a summary supplemented by dozens of charts and graphs that reflect
trend and point-in-time observations for LPS' monthly Mortgage
Monitor Report.  To review the full report, visit:
http://is.gd/1MJ6SB

                 About Lender Processing Services

Lender Processing Services -- http://www.lpsvcs.com-- delivers
comprehensive technology solutions and services, as well as
powerful data and analytics, to the nation's top mortgage lenders,
servicers and investors.  As a proven and trusted partner with
deep client relationships, LPS offers the only end-to-end suite of
solutions that provides major U.S. banks and many federal
government agencies the technology and data needed to support
mortgage lending and servicing operations, meet unique regulatory
and compliance requirements and mitigate risk.

These integrated solutions support origination, servicing,
portfolio retention and default servicing.  LPS' servicing
solutions include MSP, the industry's leading loan-servicing
platform, which is used to service approximately 50 percent of all
U.S. mortgages by dollar volume.  The company also provides
proprietary data and analytics for the mortgage, real estate and
capital markets industries.

LPS is headquartered in Jacksonville, Fla., and employs
approximately 8,000 professionals.  The company is ranked on the
Fortune 1000 as the 877th largest American company in 2012.


* Richmond Fed: "Living Wills" Can End "Too Big to Fail"
--------------------------------------------------------
Greg Robb, writing for MarketWatch, reported that living-will
plans are "the most promising path" for bank regulators to end
'too big to fail,' said Jeffrey Lacker, president of the Richmond
Federal Reserve Bank, on Tuesday.

"I see no other way to reliably identify exactly what changes are
needed in the structure and operations of financial institutions
to end 'too big to fail'," Lacker said in a speech at the
University of Richmond, according to the report.

The aim of living-will plans is to avoid situations in which the
failure of a key financial firm ripples through markets the way
Lehman Brothers did when it disintegrated in 2008, the report
said.  Regulators required the nine largest financial firms,
including Citigroup Inc. and Goldman Sachs Group Inc., to submit
their first living will plans last July, the report related.
These firms each have more than $250 billion in assets globally.
Lacker said that, over time, these plans can help make bankruptcy
of a financial firm "as much a nonevent in finance as it is in the
airline industry."


* Scant Relief in Foreclosure Payouts
-------------------------------------
Alan Zibel and Dan Fitzpatrick, writing for The Wall Street
Journal, reported that the vast majority of borrowers being
compensated for mortgage-related abuses will get $1,000 or less
apiece, a sobering coda to a protracted attempt to help those who
may have been placed into foreclosure as a result of banks'
mistakes.

According to the WSJ report, about 4 million borrowers will share
$3.6 billion in cash as part of a settlement between federal
regulators and banks accused of foreclosure-processing mistakes.
U.S. regulators said Tuesday that banks wrongfully took away homes
from 1,082 borrowers who were members of the U.S. military.
Another 53 borrowers were found to have lost their homes despite
not actually defaulting on their loans, WSJ related.  Those 1,135
individuals will receive checks of $125,000.

Most borrowers, however, will see far less, with about 80%
receiving checks ranging from $300 to $1,000, according to data
released by the Office of the Comptroller of the Currency and the
Federal Reserve, WSJ further related.

Because the foreclosure review was shut down by regulators, it
isn't clear in many cases how badly the borrowers were wronged, if
at all, WSJ noted.  And even though banks compensated borrowers,
they didn't acknowledge wrongdoing, WSJ pointed out.

WSJ said bank regulators ordered an independent review of banks'
foreclosure files in April 2011 to determine how many borrowers
should be compensated for foreclosure mistakes. Earlier this year,
the regulators and banks halted the review and reached a $9.3
billion settlement, saying the probe threatened to drag out
indefinitely, with too much spent on consultants and not enough
mistakes uncovered. The $9.3 billion settlement included $5.7
billion in noncash assistance and $3.6 billion in cash payments.


* AIG Seeks to Bar Greenberg from Suing U.S. on Its Behalf
----------------------------------------------------------
Michael J. De La Merced, writing for The New York Times' DealBook,
reported that The American International Group already ruled out
suing the federal government over its bailout during the financial
crisis. Now it is asking a federal judge to stop its former chief
executive from suing in its name.

The DealBook report related that the insurer has formally demanded
that its onetime leader, Maurice R. Greenberg, stop pursuing so-
called derivative claims in his $25 billion lawsuit against the
government that would allow him to fight on the company's behalf.

"A.I.G.'s directors had every right to decide, in the exercise of
their business judgment, that suing the government for its rescue
of A.I.G. is not the right thing for A.I.G. to do, and that
A.I.G.'s interests are better served by focusing on the future and
not joining litigation concerning the past," the insurer said in
its filing, the DealBook cited. "Under well settled Delaware law,
Starr cannot usurp the right of A.I.G.'s board to make this
business judgment."

According to the DealBook, A.I.G.'s request, made late Friday in
the Court of Federal Claims in Washington, doesn't seek to bar Mr.
Greenberg's claims on behalf of himself and other shareholders.
The former chief, through his Starr Investment vehicle, has
contended that the "onerous" terms of the bailout wrongly cost
A.I.G. investors billions of dollars.  But it does note that the
company's directors unanimously chose not to join the lawsuit in
January, deeming Mr. Greenberg's fight unlikely to succeed. The
former A.I.G. chief has contended in court filings that the
company was under pressure from its savior, the federal
government, not to partner with him in the lawsuit.


* Bank of America $2.4 Billion Settlement Approved by Judge
-----------------------------------------------------------
Bob Van Voris, writing for Bloomberg News, reported that Bank of
America Corp.'s $2.4 billion settlement with investors who lost
money as a result of the bank's acquisition of Merrill Lynch & Co.
was approved by a federal judge.

U.S. District Judge Kevin Castel in Manhattan said in a hearing on
April 6 that the settlement is "fair, reasonable and adequate,"
and he granted it final approval, according to the Bloomberg
report.

"This was the antithesis of a collusive settlement," Bloomberg
said, citing Castel.  "This was a hard-fought settlement."

Bloomberg related that Bank of America, based in Charlotte, North
Carolina, reached the settlement in September, weeks before a
trial was scheduled to begin in the case. In addition to paying
$2.4 billion in cash, the bank agreed to make reforms to its
corporate governance.  The pact resolves shareholder litigation
led by institutional shareholders including the Ohio Public
Employees Retirement System.

According to Bloomberg, the investors claimed Bank of America
failed to disclose information about losses at Merrill Lynch and
bonuses paid to Merrill Lynch employees before the brokerage was
acquired by Bank of America in January 2009 for $18.5 billion.

"There was a general reference to losses, but never was the
magnitude of those losses disclosed," Ohio Attorney General Mike
DeWine said at a September press conference after the accord was
announced, Bloomberg recalled.

The case is In re Bank of America Corp. (BAC) Securities,
Derivative and ERISA Litigation, 09-md-2058, U.S. District Court,
Southern District of New York (Manhattan).


* CFTC Said to Subpoena ICAP Brokers, Dealers on Swap Prices
------------------------------------------------------------
Matthew Leising, writing for Bloomberg News, reported that the
Commodity Futures Trading Commission has issued subpoenas to ICAP
Plc (IAP) brokers and as many as 15 Wall Street banks as part of
an investigation into possible price manipulation of benchmark
interest-rate swaps, according to people familiar with the matter.

According to the Bloomberg report, the CFTC plans to interview
about a dozen current and former brokers at ICAP's Jersey City,
New Jersey, office as well as dealers that contribute prices used
to set the daily ISDAfix swap rates, said three of the people, who
asked not to be named because the matter is private. The regulator
is probing whether ICAP brokers are colluding with dealers who
stand to profit from inaccurate quotes, including failing to
update published market prices after trades occur, one of the
people said.

The ISDAfix levels, which the Federal Reserve includes in a daily
report on money-market rates, are used by everyone from corporate
treasurers to money managers to determine borrowing costs and to
value much of the $379 trillion of outstanding interest-rate swaps
globally, Bloomberg said.

The CFTC, according to Bloomberg, is probing the swaps trading as
it works with European regulators in the rate-rigging scandal
surrounding the London interbank offered rate. ICAP brokers in
London have passed on requests from dealers asking rate-setters at
rival banks to make favorable submissions, e-mails released as
part of the European probe show. UBS AG, Royal Bank of Scotland
Group Plc and Barclays Plc (BARC) have paid $2.6 billion in fines
for rigging Libor rates.


* Dimon Sees More Regulator Scrutiny After Whale Loss
-----------------------------------------------------
Dawn Kopecki, writing for Bloomberg News, reported that JPMorgan
Chase & Co (JPM)., which is under regulatory orders to tighten
internal controls following a record trading loss last year, will
face more sanctions in the coming months, Chief Executive Officer
Jamie Dimon said.

According to the report, the bet on credit derivatives that lost
more than $6.2 billion was "extremely embarrassing, opened us up
to severe criticism, damaged our reputation and resulted in
litigation and investigations that are still ongoing," Dimon said
in a letter to shareholders. "We received regulatory orders
requiring improved performance in multiple areas, including
mortgage foreclosures, anti-money laundering procedures and
others. Unfortunately, we expect we will have more of these."

Bloomberg said Dimon, 57, again accepted blame on the New York-
based bank's behalf for the mistakes and said he felt "terrible
that we let our regulators down." The loss was "the stupidest and
most embarrassing situation I have ever been a part of."

The comments mark a shift in tone from Dimon's letter a year ago,
when he criticized regulators in the U.S. and abroad for producing
rules that he said threatened to impair economic growth, Bloomberg
noted.  JPMorgan released last year's letter April 4, one day
before Bloomberg News first reported on market-distorting
derivatives bets by the bank's chief investment office that erased
as much as $51 billion in shareholder value and prompted multiple
regulatory probes.


* Lenders Used Aid to Repay TARP
--------------------------------
Jeffrey Sparshott, writing for The Wall Street Journal, reported
that a number of small banks used $2.1 billion in government cash
intended to boost small-business lending to repay bailout funds
from the financial crisis, a government watchdog said Tuesday in a
report that also concluded the banks lent less money than firms
that didn't take bailout aid.

According to the WSJ report, among the 332 banks participating in
a small-business lending program run by the U.S. Treasury, 137
used more than half of about $4 billion disbursed by the program
to help fund their exits from the Troubled Asset Relief Program,
according to a new report by the special inspector general for
TARP. The TARP program was set up to bail out financial firms
during the 2008 crisis.

The small-business lending program was available to community
banks with less than $10 billion in assets, WSJ said.

The report, WSJ related, said 24 of the former TARP banks didn't
increase lending at all. The remaining institutions increased
lending marginally, by just $1.13 for each $1 in funds they
received, compared with banks that didn't participate in TARP,
which increased small-business lending by $3.45 for each $1 they
received.


* Mary Jo White Confirmed as SEC Chief
--------------------------------------
Dina ElBoghdady, writing for The Washington Post, reported that
the U.S. Senate confirmed Mary Jo White on Monday to head the
Securities and Exchange Commission, and she could be behind her
desk at the agency as early as Tuesday.

Without fanfare, the Senate approved White by unanimous consent,
signaling that because she had strong bipartisan support, an
official vote count was not necessary, according to the Post.
White must now sign presidential appointment papers and get
officially sworn in before she can take the reins from the current
SEC chief, Elisse B. Walter.

In an e-mail to SEC employees, Walter said a ceremonial swearing-
in may take place at the agency's Washington headquarters on
Friday for the staff to attend, the Post related.

The Post further related that White, a former federal prosecutor
who has spent the past decade as a white-collar attorney in New
York, dazzled lawmakers from both parties with her credentials.
She sailed through her confirmation hearing with a 21 to 1 vote
last month, despite previous concerns about her strong ties to
Wall Street.  For about 14 years, White focused on white-collar
defense work at Debevoise & Plimpton in New York. She then spent
12 years as a federal prosecutor in New York -- where she made a
name for herself putting terrorists behind bars -- before
returning to Debevoise in 2002.

While angst about White's relationship with Wall Street created an
immediate stir after President Obama nominated her, the buzz
Monday focused on her regulatory agenda, the Post said.  Within
hours of her confirmation, lawmakers were already pressing her to
get moving on issues that top their wish lists.


* Brown Rudnick Hits West Coast With SoCal Boutique Purchase
------------------------------------------------------------
Brown Rudnick LLP, an international Am Law 200 law firm, announced
that it is expanding to the West Coast by combining with Rus
Miliband & Smith, a complex commercial litigation boutique in
Orange County, California.

With an Orange County office, Brown Rudnick will have an important
presence in the Southern California metropolitan area adding to
the firm's global footprint which includes, among other cities,
Boston, Dublin, London, New York, and Washington, D.C. Brown
Rudnick attorneys represent clients in a wide range of domestic
and international matters including corporate, capital markets,
litigation, international arbitration, intellectual property,
white collar defense and government investigations, government
contracts, securities and real estate. Clients include Fortune 500
corporations, emerging technology companies, hedge funds, real
estate investment firms, family offices, and firms and individuals
with international business interests.

For over 30 years the attorneys at Rus Miliband & Smith have built
a reputation for excellence, representing clients in high profile
cases across California in complex commercial, business, and real
estate litigation, and in corporate reorganization, debt
restructuring and bankruptcy proceedings. The lawyers of Rus,
Miliband & Smith are highly respected and have been recognized
annually by Woodward/White's The Best Lawyers in America for
commercial litigation, bankruptcy litigation and bet the company
litigation. The firm counts among its members past Presidents of
the Orange County Bar Association, past Vice President of the
State Bar of California, a member of the California Judicial
Council, and lawyer representatives to the Ninth Circuit Judicial
Conference.

"Our strategic goal is to provide services of the highest value to
our clients operating in the world's leading financial and
business centers," said Joseph F. Ryan, Chairman and Chief
Executive Officer of Brown Rudnick. "Our new Orange County office
not only enables us to serve our Southern California and West
Coast clients more effectively, it also complements our strength
in the technology and life sciences sectors and opens a gateway to
Asia where our clients increasingly are engaged in business. It
took us years to find the right partner in California. Rus
Miliband & Smith is a great fit because of their excellence in
litigation, restructuring and bankruptcy -- key strengths of Brown
Rudnick. We are delighted to join forces with these talented and
experienced lawyers. Together we look forward to growing
significantly our Orange County office, particularly with the
addition of corporate and IP attorneys experienced with emerging
technologies, life science and medical device companies."

"We are very excited to join Brown Rudnick," added Ronald Rus, a
founding partner of Rus Miliband & Smith. "Numerous national firms
had approached us over the years, but were never the right fit.
First, we were impressed with Brown Rudnick's firm culture. They
value team work and collaboration. They have an energy and
entrepreneurial spirit beyond any firm we had encountered. We also
recognized that Brown Rudnick's range of practice expertise and
expansive national and international platform would be of great
value to our clients. We look forward to bringing Brown Rudnick's
name to California, and playing a vital role in expanding the
firm's reach to West Coast clients who will benefit from the
collective talent and sophistication of our combined firm."

                   About Brown Rudnick LLP

Brown Rudnick is an Am Law 200 firm with offices in the United
States and Europe. With relentless focus on the client's
objectives, the Firm represents clients from around the world in
high stakes litigation and business transactions. Our clients
include public and private corporations, hedge funds, venture
capital funds, private equity funds, multinational Fortune 100
businesses and start-up enterprises. We also represent investors,
debtors and official and ad hoc creditors' committees in today's
largest corporate restructurings, both domestically and abroad.
Brown Rudnick is among the vanguard of law firms advising clients
in times of unprecedented opportunity, capital convergence and
cross-border uncertainty. The Brown Rudnick Center for the Public
Interest is an innovative model combining the Firm's pro bono,
charitable giving and community volunteer efforts. For more
information, please visit www.brownrudnick.com.


* Ernst & Young FSO Office Enhanced
-----------------------------------
Ernst & Young announced that Shawn Pride, the Founder and C.E.O.
of P & L Consulting Group, along with her former team, have joined
the firm's Financial Services Office (FSO) in New York and Dallas,
BankruptcyData said. P & L Consulting Group was a boutique
advisory company focused on fund administration system selection,
implementation and design for private equity, as well as other
select alternative investment managers. In her new role, Pride
will lead the US advisory services for private equity firms. Pride
has 15 years of consulting experience, including 13 years'
advisory experience working with leading private equity fund
managers. She began her career at Accenture and will now be a
principal in the Ernst & Young LLP FSO Advisory practice. Pride
will be based in New York. In addition, Steven Boydstun, who was
most recently P & L Consulting Group's President, will also join
Ernst & Young LLP's FSO practice. He has more than 20 years of
technology strategy and system implementation experience. Boydstun
will serve as an Executive Director based in Dallas.


* Grant Thornton Expands Corporate Advisory & Restructuring Unit
----------------------------------------------------------------
Grant Thornton LLP is expanding the capabilities of its Corporate
Advisory & Restructuring Services with the additions of Kenneth
Simon and Ryan Maupin, who join as managing director and director,
respectively.

Simon specializes in providing financial advisory services to
Unsecured Creditors' Committees and has worked on more than 100
cases during the past 30 years. He is respected throughout the
industry as a seasoned professional that achieves the goals and
objectives of his clients in a timely and cost-effective manner.
He is recognized for his extensive retail industry experience and
diverse experience in other industries including
telecommunications, textile and apparel, consumer products and
manufacturing.  He has advised committees in both middle market
and in large and complex bankruptcies, including Syms, Filene's
Basement, Footstar, Alexander Stores, Gottschalks, Sharper Image,
Steve & Barry's Manhattan, Global Crossing, Towle Manufacturing,
Guilford Mills, Oakwood Homes and Acme Metals.

Simon has also provided expert witness testimony on numerous
occasions regarding accounting improprieties, solvency analyses,
preferential transfers, fraudulent conveyances, substantive
consolidation and plan of reorganization-related issues.

Prior to joining Grant Thornton from Loughlin Management Partners
+ Co, Simon worked for Ernst & Young, Deloitte and BDO.

"We are very excited to have Ken join us ? he is a senior member
of the bankruptcy community with an impressive capability in
serving Official Committees of Unsecured Creditors. Ken has an
impressive track record of more than 30 years of recovering value
for unsecured creditors," said Jim Peko, national managing
principal of the Corporate Advisory & Restructuring group.

Rejoining Grant Thornton is director Maupin, who has more than 10
years of restructuring and financial advisory experience,
including in and out-of-court restructuring of domestic and
international companies. He joins the firm from KPMG's Special
Situations Advisory group.

Maupin's restructuring experience includes several complex
international matters. In 2010, Maupin participated in Grant
Thornton's international secondment program at member firm, Grant
Thornton Specialist Services (Cayman) Limited. There he assisted
Joint Official Liquidators in the winding-up of Cayman-based hedge
funds and certain entities of a large principal investment firm
with assets listed at $9.2 billion.

"With Ryan's international experience and his ability to leverage
his experience in the Cayman Islands, he is a very valuable
resource in today's global environment. We are so pleased that he
has returned to Grant Thornton," added Peko.

Recently, Maupin advised a large sharia-compliant sovereign wealth
fund in Kuwait through the restructuring of a distressed real
estate investment in the United Kingdom. Prior to that, Maupin
managed and executed the wind-down of two domestic subsidiaries of
larger international parent companies based in Singapore and
Portugal. For domestic clients, he served as the crisis manager to
a large not-for-profit organization, and assisted the second
largest owner of US-based neighborhood shopping centers in selling
its asset portfolio of 590 properties to The Blackstone Group for
$9.4 billion.

                      About Grant Thornton LLP's
             Corporate Advisory & Restructuring Services

Grant Thornton LLP's Corporate Advisory & Restructuring Services
(CARS) group includes more than 60 professionals in six offices in
the United States and more than 1,000 restructuring professionals
around the world. The group's professionals possess extensive
experience with both bankruptcy and out-of-court restructuring,
spanning many industries, including automotive, financial
services, gaming and hospitality, healthcare, manufacturing, real
estate and retail. Our clients include debtors, lenders,
individual creditors and creditor committees, in addition to
officers and directors and the boards and committees involved with
corporate governance.

                      About Grant Thornton LLP

Grant Thornton LLP is the US member firm of Grant Thornton
International Ltd. Grant Thornton International Ltd and its member
firms are not a worldwide partnership, as each member firm is a
separate and distinct legal entity. In the United States, visit
Grant Thornton LLP at www.GrantThornton.com.

Contacts:

         Kristen Bugaris
         Email: Kristen.Bugaris@us.gt.com
         Tel: (312) 602-8277


* BOOK REVIEW: George Eastman: Founder of Kodak and the
               Photography Business
-------------------------------------------------------
Author:  Carl W. Ackerman
Publisher:  Beard Books
Softcover:  522 Pages
List Price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at

George Eastman was a Bill Gates of his time. This biography of
Eastman (1854-1932) provides a fascinating look at the
inventions, management style, interests, causes, and
philanthropies of one of America's finest scientist-
entrepreneurs. Eastman's inventions transformed photography into
a relatively inexpensive and enormously popular leisure
activity. His company, Eastman Kodak, was one of the first U.S.
firms to mass-produce a standardized product. Along with Thomas
Edison, he ushered in the age of cinematography.

Eastman was born in Waterville, New York. At the age of 23,
while working as a bank clerk, Eastman bought a camera and set
in motion a revolution in photography. At the time,
photographers themselves mixed chemicals to make light-sensitive
emulsions and covered glass plates (called "wet plates") with
the emulsions, taking photographs before the emulsions dried. It
was an awkward, messy and time-sensitive undertaking. Eastman
developed a process using dry plates and in 1884 patented a
machine to produce coated dry plates. He began selling
photographic plates made using his machines, as well as leasing
his patent to foreign manufacturers.

With the goal of reducing the size and weight of photographic
equipment, Eastman then began investigating possibilities for a
flexible firm. He and William E. Walker developed the first such
film, cut in narrow strips and wound on a roller device patented
by Eastman. The Eastman Dry Plate and Film Co. began producing
the film commercially in 1885. In 1888, Eastman patented the
hand-held Kodak camera, designed specifically for roll film and
initially priced at $25. (He made up the word "Kodak" using the
first letter of his mother's maiden name, Kilbourne.)

In 1889, Eastman began working with Thomas Edison, inventor of
the motion picture camera. Edison's increasingly sophisticated
models required a stronger, more flexible transparent film,
which Eastman was able to deliver. He founded Eastman Kodak Co.,
in 1892 and began mass-producing a range of photographic
equipment.

Eastman was an astute businessman. He dealt shrewdly with
competitors and sometimes fell out with former collaborators.
Indeed, some of them filed and won patent infringement lawsuits
against him. He was tireless in his inventing and
entrepreneurial endeavors. In the early days, he often slept in
a hammock at the factory and cooked his own food there. His
mother regularly showed up and insisted that he go home for a
good meal and full night's sleep! Eastman demanded much of his
employees, but no more than de demanded of himself. "An
organization," he said, "cannot be sound unless its spirit is.
That is the lesson the man on top must learn. He must be a man
of vision and progress who can understand that one can muddle
along on a basis in which the human factor takes no part, but
eventually there comes a fall."

This book draws on the contents of 100,000 letters to and from
Eastman's friends, family, investors, competitors, employees,
and fellow inventors, along with Eastman's records and notes on
his various inventions. The result is a meticulously detailed
account of Eastman's myriad interests and hands-on management
style, as well as the evolution of photography and a major 20th-
century corporation.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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