TCR_Public/130415.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, April 15, 2013, Vol. 17, No. 103

                            Headlines

710 LONG RIDGE: Has Nod to Hire Alvarez & Marsal as Advisors
710 LONG RIDGE: Taps Bancroft as Special Litigation Counsel
710 LONG RIDGE: Committee Has OK for Porzio Bromberg as Counsel
710 LONG RIDGE: Has OK to Hire Littler Mendelson as Labor Counsel
845 N SAN VICENTE: Case Reassigned to Judge Neiter

A123 SYSTEMS: Michigan Drops Opposition to Co. Keeping Tax Credits
ADVANCED MEDICAL: Incurs $8.6-Mil. Net Loss in 2012
ALCOA INC: Fitch Affirms 'BB' Preferred Stock Rating
ALLIED DEFENSE: Had $43.2MM Net Assets in Liquidation at Dec. 31
ALLIED SYSTEMS: Wants to Hire Grant Thornton to as Auditor

ALLIED SYSTEMS: Wants to Expand PwC's Scope of Employment
AMC ENTERTAINMENT: Moody's Rates Proposed $925MM Debt 'Ba2'
AMERICAN AIRLINES: Gets Revised Stock & Claims Order for Trading
AMERICAN APPAREL: Offering $206-Mil. Senior Notes at 97% of Par
AMERICAN BONANZA: Restructures Outstanding Indebtedness

AMR CORP: CEO Horton Won't Get $20 Million Severance Payout
BAJA MINING: Reports $321.3-Mil. Net Loss in 2012
BENADA ALUMINUM: Wells Fargo Financing Extended to May 7
BERWIND REALTY: Stipulation on the Use of BPPR's Rents Approved
BIG M: Mandee's Owner Seeks More Time to Keep Control of Case

BINGO.COM LTD: Incurs $46K Net Loss in 2012
BIO-KEY INTERNATIONAL: Reports $3,267 Net Income in 2012
BUSINESS DEVELOPMENT: Court Dismisses Chapter 11 Case
CAMP INTERNATIONAL: S&P Corrects Recovery Ratings on Secured Debt
CANADIAN OILFIELD: In Default of Disclosure Obligations

CARBON BEACH: U.S. Trustee Withdraws Motion to Dismiss
CELL THERAPEUTICS: Sees $31MM Net Financial Standing at Feb. 28
CENTENNIAL BEVERAGE: Lender Agrees to Extend Cash Use Until May 19
CENTRAL TEXAS REGIONAL: S&P Assigns 'BB+' Rating to $108MM Bonds
CEQUEL COMMUNICATIONS: Loan Upsize No Impact on Moody's B1 CFR

CEQUEL COMMUNICATIONS: S&P Retains 'BB-' Rating After Loan Upsize
CHINA NATURAL GAS: Reports $11-Mil. Net Income in 2012
COLDWATER PORTFOLIO: Evidentiary Hearing on Sale on May 28
COMMUNITY WEST: Reports $3.2 Million Net Income in 2012
CORMEDIX INC: Gets NYSE MKT Listing Non-Compliance Notice

CYANCO INTERMEDIATE: Moody's Assigns B2 CFR & Rates Term Loan B2
DELTA OIL: Incurs $480K Net Loss in 2012
DEX MEDIA WEST: 2014 Loan Trades at 24% Off in Secondary Market
DBSI INC: Bosses Charged With Lying About Firm's Finances
DEJOUR ENERGY: Incurs $11.8-Mil. Net Loss in 2012

DIGITAL DOMAIN: Maturity Date of DIP Loans Extended to June 28
DIGITAL DOMAIN: Seeks Extension of Exclusive Plan Filing Deadline
DIGITAL GENERATION: S&P Retains 'B+' Corporate Credit Rating
EASTMAN KODAK: Time to Remove Civil Actions Moved to Aug. 11
EDISON MISSION: Court Sets June 17 as Claims Bar Date

EDISON MISSION: Lease Decision Period Extended to July 15
EDISON MISSION: Has Interim OK to Use Existing Cash Mgt. System
ESP RESOURCES: Incurs $5.1-Mil. Net Loss in 2012
EURAMAX HOLDINGS: Incurs $36.7 Million Net Loss in 2012
FLAT OUT: Committee Has Court's Nod to Hire Kelley Drye as Counsel

FLURIDA GROUP: Reports $155K Net Income in 2012
FOUR OAKS: Incurs $5.4 Million Net Loss in Fourth Quarter
GEOKINETICS INC: U.S. Trustee's Plan Objection Filed
GENERAL MOTORS: New York, Old GM in $5.5MM Environmental Deal
GIBRALTAR KENTUCKY: Sale Hearing Continued to April 19

GLOBAL CLEAN: Incurs $3.3-Mil. Net Loss in 2012
GMX RESOURCES: U.S. Trustee Forms 7-Member Creditors Committee
GMX RESOURCES: Final DIP Hearing on April 18
GMX RESOURCES: 341(a) Meeting of Creditors on May 6
GMX RESOURCES: Proposes Jefferies as Investment Banker

HAWAII NUI BREWING: Mehana & Hawaii Nui Beer Maker Files Ch.11
HERITAGE CIRCLE: Court Won't Set Aside Default Judgment v. Taylors
HIGH PLAINS: Pure Cycle Ends Property Mgt. Deal After Default
HIGHLANDS BANKSHARES: Reports $2 Million Net Income in 2012
INFOGROUP INC: New Debt Amendment No Impact on Moody's 'B2' CFR

J.C. PENNEY: Bleeding Cash, Seeks to Raise $1 Billion
JHK INVESTMENT: Torreya Capital Approved as Investment Banker
JOURNAL REGISTER: Plan Filing Period Extended Until July 2
JOURNAL REGISTER: Taps Cozen O'Connor as Real Estate Counsel
JOURNAL REGISTER: Can Employ Seyfarth Shaw as Labor Counsel

KMART FUNDING: Moody's Affirms C Rating on Class G Lease Bonds
KO-KAUA OHANA: Gets Final Approval to Access Cash Collateral
LAUREATE EDUCATION: S&P Retains 'B' CCR Following $310MM Add-On
LDK SOLAR: To Release Fourth Quarter Results on April 18
LINGHAM RAWLINGS: May Recoup $155K From Briarcliff

LCI HOLDING: Has Exclusive Right to File Plan Thru Aug. 31
LOGAN'S ROADHOUSE: S&P Revises Outlook to Neg. & Affirms 'B-' CCR
LPB LLC: Sleep Inn & Suite's 1st Amended Plan Rejected
MAXCOM TELECOMUNICACIONES: Increases Coupon Rate in Exchange Offer
MCLEAN SCHOOL: S&P Lowers LT Rating on 2001 Bonds to 'BB+'

MEDICAL CARD: S&P Removes 'CCC' Rating from CreditWatch
MERIDIAN SUNRISE: Files Chapter 11 Plan & Disclosure Statement
MERITAS SCHOOLS: S&P Lowers CCR to 'B-'; Outlook Stable
MF GLOBAL: U.S. Trustee Balks at Advisers' $1.85MM Fees
MF GLOBAL: Chapter 11 Trustee Opposes Coe's $35-Mil. Claim

MILAGRO OIL: Incurs $33.4 Million Net Loss in 2012
MMODAL INC: S&P Lowers CCR to 'CCC+'; Outlook Developing
MUD KING: Section 341(a) Meeting Scheduled for May 6
MUNDY RANCH: Hearing on VNB's Conversion Bid Set for May 7 to 9
MUNDY RANCH: Hearing on Sale & Realtor Employment on May 7

NES RENTALS: Extends Consent Date of Consent Solicitation
NEW WESTERN: Salberg & Company Raises Going Concern Doubt
NORTEL NETWORKS: Disabled Workers Seek Distribution of $28MM Deal
OMNOVA SOLUTIONS: No Change on Moody's 'B1' Corp. Family Rating
ORCHARD SUPPLY: DLA Piper, FTI Hired for Restructuring Talks

ORCHARD SUPPLY: Ed Lampert et al. Unload Class A Shares
OVERSEAS SHIPHOLDING: Jademar Files Schedules of Assets & Debts
OVERSEAS SHIPHOLDING: Joyce Car Files Schedules of Assets & Debts
OVERSEAS SHIPHOLDING: Juneau Tanker Files Assets, Debts Schedules
OVERSEAS SHIPHOLDING: Kimolos Tanker Files Assets, Debts Schedules

OZ GAS: Court Okays Joel M. Walker as Mediator
OZ GAS: PCO-Mayfield Withdraws Motion for Trustee Appointment
PARMALAT SPA: Grant Thornton Wins Dismissal of Case over Collapse
PATRIOT COAL: Offers Mine Workers Union 35% Stake in Newco
PATRIOT COAL: Survival Questionable at the Onset, CEO Says

PINNACLE AIRLINES: Honeywell Opposes Assumption of Contract
PINNACLE FOODS: Moody's Rates $1.73 Billion Senior Loan 'Ba3'
POWERWAVE TECHNOLOGIES: Secures DIP Financing, Appoints New CEO
PROTECTIVE LIFE: Fitch Affirms BB+ Ratings on 2 Sub. Debt Classes
QUIGLEY CO: Ends Appeal of $8.7MM Asbestos Verdict

RAHA LAKES: Plan Outline Hearing Continued Until April 30
RAPID-AMERICAN CORP: Committee Taps Caplin & Drysdale as Counsel
RAPID-AMERICAN CORP: Has Nod to Hire SNR Denton as Special Counsel
READER'S DIGEST: Seeks OK of Deal With DirectSourcing Germany
READER'S DIGEST: Judge OKs $6M Sale of Nordic, French Units

RESIDENTIAL CAPITAL: Judge Leaves $8MM in Bonuses Up In The Air
RESIDENTIAL CAPITAL: Creditors Want to Sue Ally Financial
REVEL AC: Mulls Adding Smoking Section at Resort
RICEBRAN TECHNOLOGIES: Incurs $11.1-Mil. Net Loss in 2012
RODEO CREEK: Has Final Approval to Obtain $9MM of DIP Loans

ROTECH HEALTHCARE: Meeting to Form Creditors' Panel on April 18
ROTHSTEIN ROSENFELDT: Plan Outline Rejected; Case May Be Converted
RS TECHNOLOGIES: Alberta Court Extends CCAA Stay Until June 28
SAN BERNARDINO, CA: Will Not Resume Paying Bondholders
SATCON TECHNOLOGY: Trustee Gets Nod to Jump-Start Operations

SCIENTIFIC LEARNING: Ernst & Young Raises Going Concern Doubt
SENSATA TECHNOLOGIES: S&P Raises Sr. Unsecured Notes Rating to BB
SEVEN COUNTIES: Section 341(a) Meeting Scheduled on May 9
SK FOODS: Bankr. Court to Hear Fraudulent Transfer Claim v. SSC&L
SOUTHERN BANCORP: Reports $172K Net Loss in 2012

SPINE PAIN: Incurs $430K  Net Loss in 2012
SPIRE CORPORATION: McGladrey LLP Raises Going Concern Doubt
SPRINT NEXTEL: Files Amended Papers Over Clearwire Transaction
SPROUTS FARMERS: $75MM Loan Increase No Impact on Moody's B2 CFR
STAMP FARMS: Sale Order Amended to Correct Clerical Errors

SUPERCONDUCTOR TECHNOLOGIES: Amends Form 10-K for 2012
TAYLOR MORRISON: New $500-Mil. Senior Notes Get Moody's B2 Rating
TELIPHONE CORP: Incurs $363K  Net Loss in Fiscal 2013 Q1
TEMECULA MINING: Section 341(a) Meeting Set for May 15
TMM HOLDINGS: S&P Raises Corporate Credit Rating to 'BB-'

TORM A/S: Provides Update on 2012 Operating Results at AGM
TORM A/S: Unveils Results of April 11 Annual General Meeting
TRAINOR GLASS: Miriam R. Stein Asks for OK to Withdraw as Counsel
TRAINOR GLASS: Court Extends Cash Collateral Use Until July 12
TRAVELPORT LIMITED: Unveils Final Results of Exchange Offers

TRIBUNE CO: Bond Trustees Don't Deserve $13M in Fees, US Says
TRUE DRINKS: Squar Milnet Raises Going Concern Doubt
TXU CORP: 2014 Loan Trades at 26% Off in Secondary Market
UNIGENE LABORATORIES: Foreclosure Sale Scheduled Today
VERIS GOLD: Obtains $10-Mil. Senior Unsecured Promissory Note

VERISIGN INC: $150MM Notes Add-On No Impact on Moody's 'Ba2' CFR
YOU ON DEMAND: UHY LLP Raises Going Concern Doubt
ZOOM TELEPHONICS: Incurs $870K Net Loss in 2012

* April 12 Bankruptcy Auction Set for 1941 Navy N3N-3 Biplane

* Moody's Notes Improving Performance of U.S. Credit Card Issuers
* Moody's Reports on NPV's Role in Determining Loss Mitigation
* Moody's Says NA Transaction Processors' Bonds Offer Average

* Americans Spending Larger Share of Annual Income on Homes
* CASM Blames U.S. Solar Bankruptcies on China's Trade Aggression
* First Quarter Foreclosure Activity at Lowest Level Since 2007
* Visa, MasterCard Judge Orders Changes on Swipe-Fee Sites
* JPMorgan Analysts Say Big Investment Banks Are "Uninvestable"

* Attys Anxious for Clarity on Stern May Be in for Long Wait

* Godwin Lewis Picks Up Glast Phillips Bankruptcy Pro
* Honorary Consul Appointment of KSIA's President Extended
* Sheppard Mullin Re-Elects Chairman Guy Halgren to Fifth Term

* BOND PRICING: For Week From April 8 to 12, 2013

                            *********

710 LONG RIDGE: Has Nod to Hire Alvarez & Marsal as Advisors
------------------------------------------------------------
The Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey has granted 710 Long Ridge Road Operating
Company II, LLC, and its affiliates permission to employ Alvarez &
Marsal Healthcare Industry Group, LLC, as their financial
advisors.

A&M will, among others, assist the Debtors in the evaluation of
and feedback on management's rolling 13-week cash flow forecast;
assist in monthly operating reports; and assist in preparing
statements of financial affairs and schedules of liabilities.

The application was reported in the March 18, 2013 edition of the
TCR.

                       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.

Porzio, Bromberg & Newman, P.C., serves as counsel for the
Official Committee of Unsecured Creditors.


710 LONG RIDGE: Taps Bancroft as Special Litigation Counsel
-----------------------------------------------------------
710 Long Ridge Road Operating Company II, LLC, et al., seek
authorization from the Hon. Donald H. Steckroth of the U.S.
Bankruptcy Court for the District of New Jersey to employ Bancroft
PLLC as special litigation counsel, nunc pro tunc to the Petition
Date.

The Debtors and others are parties to, among other proceedings,
litigation against the National Labor Relations Board, in which
the New England Health Care Employees Union, District 1199, New
England Health Care Employees Union, District 1199, SEIU is
appearing as amicus curiae, in the U.S. District Court for the
District of Connecticut.  In that litigation, the District Court
issued an injunction pursuant to section 10(j) of the National
Labor Relations Act, 29 U.S.C. Section 160(j).  The 10(j) Parties
appealed the 10(j) Injunction to the U.S. Court of Appeals for the
Second Circuit and engaged in other appellate practice related to
the issuance of the 10(j) Injunction.

The 10J Parties, which include the Debtors, are represented by K&L
Gates LLP and Bancroft in the Second Circuit Appeal.  The Debtors
have requested that K&L and Bancroft continue representing them in
the Second Circuit Appeal during the pendency of the Chapter 11
cases.

The scope of Bancroft's services will include representing the
Debtors in the Second Circuit Appeal, as well as any other related
issues that might arise during the Chapter 11 cases and which the
Debtors ask Bancroft to handle.

In connection with the Second Circuit Appeal, Bancroft has not
billed the Debtors and did not receive payment from the Debtors
before the Filing Date.  Accordingly, Bancroft does not hold a
claim against the Debtors for services rendered before the Filing
Date.  In addition, during the pendency of the Chapter 11 cases,
Bancroft will not be billing the Debtors for or seeking payment
from the Debtors or their estates for services rendered and costs
incurred in connection with the Second Circuit Appeal or any other
matters Bancroft might be asked to handle.  Payment to Bancroft
for those services will be made from non-debtor sources.

Paul D. Clement, Esq., a partner at Bancroft, attests to the Court
that the Court that the firm is a "disinterested persons" as
defined in the Bankruptcy Code.

                       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.

Porzio, Bromberg & Newman, P.C., serves as counsel for the
Official Committee of Unsecured Creditors.


710 LONG RIDGE: Committee Has OK for Porzio Bromberg as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of 710 Long Ridge
Road Operating Company II, LLC, et al., sought and obtained
permission from the Hon. Donald H. Steckroth of the U.S.
Bankruptcy Court for the District of New Jersey to retain Porzio,
Bromberg & Newman, P.C., as counsel, nunc pro tunc to March 6,
2013.

Porzio Bromberg will, among other things, assist and advise the
Committee in its analysis of, and negotiations with, the Debtors
and any third parties, in the formulation of any plan of
reorganization or liquidation, at these hourly rates:

      Warren J. Martin Jr., Principal             $700
      Robert M. Schechter, Counsel                $445
      Matthew B. Heimann, Associate               $385
      Rachel A. Segall, Associate                 $300
      Mathew D. Laskowski, Senior Paralegal       $205
      Maria Dermatis, Senior Paralegal            $205

Warren J. Martin Jr., a principal at Porzio Bromberg, attested to
the Court that the Court that the firm is a "disinterested
persons" as defined in the Bankruptcy Code.

                       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.


710 LONG RIDGE: Has OK to Hire Littler Mendelson as Labor Counsel
-----------------------------------------------------------------
710 Long Ridge Road Operating Company II, LLC, et al., sought and
obtained authorization from the Hon. Donald H. Steckroth of the
U.S. Bankruptcy Court for the District of New Jersey to employ
Littler Mendelson P.C. as special labor counsel, nunc pro tunc to
the Filing Date.

In July 2012, Jonathan B. Kreisberg, Regional Director of Region
34 of the National Labor Relations Board amended a complaint in a
consolidated action already pending in proceedings before an
Administrative Law Judge to include allegations that the Debtors
imposed terms of proposals that the Debtors had presented to the
New England Health Care Employees Union, District 1199, SEIU in
the absence of a genuine, lawful impasse.  As of the Filing Date,
the Debtors were in the midst of trial in the ALJ Proceedings.

There are three other pending ULP proceedings involving the
Debtors that are in various stages of litigation.  Two of these
ULP Proceedings have been decided by Administrative Law Judges and
are pending before the NLRB on Exceptions.  The third pending ULP
proceeding is to be scheduled for trial before an ALJ during the
summer of 2013.  Additionally, there are three other pending ULP
Charges involving the Debtors.  Two of these ULP Charges are
currently being investigated by the NLRB, and the third ULP Charge
was dismissed by Region 34 of the NLRB and that dismissal is
currently on appeal by the Union to the NLRB.

The Debtors are obligated to continue their negotiations for
renewal collective bargaining agreements with the Union, both
generally under the National Labor Relations Act, as well as
pursuant to the injunction order issued by the Connecticut
District Court.

Debtor Danbury Health Care Center also is in the midst of
negotiations with the Union for a first contract covering a newly
certified bargaining unit.

Littler Mendelson will continue representing the Debtors in the
ALJ Proceedings, the ULP proceedings, the ULP Charges, and the
negotiations.  Littler Mendelson will also handle any other NLRB
charges, complaints, or other labor issues that might arise during
these Chapter 11 proceedings and which the Debtors ask Littler
Mendelson to handle.

Littler Mendelson will be paid at these hourly rates:

      Amber Isom-Thompson, Shareholder         $365
      Michael T. Grosso, Shareholder           $395
      Tanja L. Thompson, Shareholder           $415
      Steven W. Likens, Shareholder            $415
      George W. Loveland II, Shareholder       $445
      John D. Doran, Shareholder               $450
      Peter B. Ajalat, Shareholder             $475
      Jonathan E. Kaplan, Shareholder          $475
      Jay W. Kiesewetter, Shareholder          $475
      George E. O'Brien Jr., Shareholder       $480
      Patricia E. Reilly, Shareholder          $480
      John M. Skonberg, Shareholder            $555
      William J. Emanuel, Shareholder          $595
      Melissa B. Kurtzman, Shareholder         $625
      Steven J. Friedman, Shareholder          $660
      David M. Wirtz, Shareholder              $660
      Kevin L. Wright, Shareholder             $665
      Harlan Reed Ellis, Shareholder           $730
      Jeffrey C. Kauffman, Special Counsel     $530
      Nicole H. Bermel, Associate              $210
      Kimberly Brown-Gibbs, Associate          $230
      Matthew G. Gallagher, Associate          $230
      Brenda Nelson Canale, Associate          $250
      Vartan S. Madoyan, Associate             $295
      Stephen P. Rosenberg, Associate          $325
      Jason Stanevich, Associate               $335
      David K. Broderick, Associate            $340
      James M. Monica, Associate               $355
      Susan L. Troutman, Paralegal             $160
      Cynthia R. Begley, Paralegal             $175
      Vickie L. Jones, Paralegal               $190
      Melissa J. Gorman, Paralegal             $190
      Mary L. Phaneuf, Paralegal               $200
      Serena Chan, Paralegal                   $285

On Feb. 22, 2013, Littler Mendelson received a retainer in the
amount of $500,000 from Care Realty, L.L.C., for services to be
rendered and charges to be incurred for and on behalf of the
Debtors after the Filing Date.

The Debtors have retained the law firm of Cole, Schotz, Meisel,
Forman & Leonard, P.A., to act as general bankruptcy counsel and
other litigation counsel to represent them in certain other
matters.  Littler will coordinate its efforts and duties in the
Chapter 11 cases with the Debtors and the other labor counsel so
as to minimize duplication of effort.

Reed Ellis, a shareholder in Littler Mendelson, attested to the
Court that the Court that the firm is a "disinterested persons" as
defined in the Bankruptcy Code.

                       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.

Porzio, Bromberg & Newman, P.C., serves as counsel for the
Official Committee of Unsecured Creditors.


845 N SAN VICENTE: Case Reassigned to Judge Neiter
--------------------------------------------------
According to a notice dated April 9, 2013, the Chapter 11 case of
845 N San Vicente Blvd LLC has been reassigned to Bankruptcy Judge
Richard M. Neiter for all further proceedings.  Judge Peter
Carroll was originally assigned to the case.

Three alleged creditors of 845 N. San Vicente Blvd, LLC, filed an
involuntary Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-
18771) for 845 N. San Vicente on April 3, 2013.  The petitioners
are Tom Loisch, with a claim of $42,000; John B. Dunning, owed
$42,000; and Christopher Williams, owed $35,000.


A123 SYSTEMS: Michigan Drops Opposition to Co. Keeping Tax Credits
------------------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones Newswires' Daily
Bankruptcy Review, reported that the state of Michigan has backed
off its bid to block the remnants of battery maker A123 Systems
Inc. left behind in bankruptcy from preserving and selling
millions of dollars in tax-credits.

                       About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designed,
developed, manufactured and sold advanced rechargeable lithium-ion
batteries and battery systems and provided research and
development services to government agencies and commercial
customers.  A123 was the recipient of a $249 million federal grant
from the Obama administration.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012.
A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Lawyers at Richards, Layton & Finger, P.A., and
Latham & Watkins LLP serve as the Debtors' counsel.  Lazard Freres
& Co. LLC acts as the Debtors' financial advisors, while Alvarez &
Marsal serves as restructuring advisors.  Logan & Company Inc.
serves as the Debtors' claims and noticing agent.  Brown Rudnick
LLP and Saul Ewing LLP serve as counsel to the Official Committee
of Unsecured Creditors.

Prior to the bankruptcy filing, A123 had an agreement to sell an
80% stake in the business to Chinese auto-parts maker Wanxiang
Group Corp.  U.S. lawmakers opposed the deal over concerns on the
transfer of American taxpayer dollars and technology to China.
When it filed for bankruptcy, the Debtors presented a deal to sell
all assets to Johnson Controls Inc., subject to higher and better
offers.  At the auction in December 2012, most of the assets ended
up being sold for $256.6 million to Wanxiang.

Wanxiang America Corporation and Wanxiang Clean Energy USA Corp.
are represented in the case by lawyers at Young Conaway Stargatt &
Taylor, LLP, and Sidley Austin LLP.  JCI is represented in the
case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP.

A123 has filed a liquidating Chapter 11 plan designed to give
holders of $143.75 million in subordinated notes a recovery of
about 65%.  General unsecured creditors with $124 million in
claims are to have the same recovery.  The plan provides for
holders of $35.7 million in senior note claims to be paid in full.


ADVANCED MEDICAL: Incurs $8.6-Mil. Net Loss in 2012
---------------------------------------------------
Advanced Medical Isotope Corporation filed on March 29, 2013, its
annual report on Form 10-K for the year ended Dec. 31, 2012.

HJ & Associates, LLC, in Salt Lake City, Utah, expressed
substantial doubt about Advanced Medical's ability to continue as
a going concern.  The independent auditors noted that the Company
has suffered recurring losses, used significant cash in support of
its operating activities and, based upon current operating levels,
requires additional capital or significant restructuring to
sustain its operation for the foreseeable future.

The Company reported a net loss of $8.6 million on $247,968 of
revenues in 2012, compared with a net loss of $2.7 million on
$393,603 of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.2 million
in total assets, $11.0 million in total liabilities, and
shareholders' equity of $9.8 million.

A copy of the Form 10-K is available at http://is.gd/Xt1cq2

Kennewick, Washington-based Advanced Medical Isotope Corporation
is engaged in the production and distribution of medical isotopes
and medical isotope technologies that are changing the practice of
medicine and ushering in a new era of improved patient care.
Isotopes are a form of chemical element with the same atomic
number as another element but with a different atomic mass.
Medical isotopes are used in molecular imaging, therapy, and
nuclear medicine to diagnose, manage and treat diseases.


ALCOA INC: Fitch Affirms 'BB' Preferred Stock Rating
----------------------------------------------------
Fitch Ratings has affirmed the ratings for Alcoa Inc. (NYSE: AA,
Alcoa) including its Issuer Default Rating and senior unsecured
debt at 'BBB-'.

The Rating Outlook is revised to Negative from Stable.

RATING DRIVERS:

The ratings reflect Alcoa's leading position in the industry, its
strength in low-cost alumina production, and the operating
flexibility afforded by the scope of its operations. Alcoa ranked
as the third largest primary aluminum producer in 2012. Its
aluminum production is about average cost and its alumina
production is in the low second quartile. Engineered Products and
Solutions (EPS) and Global Rolled Products (GRP) benefit from the
scale of research and development, past restructuring efforts and
growing end-market demand. Alcoa benefits from being vertically
integrated and geographically diversified.

Alcoa's operating flexibility coupled with strong liquidity should
offset the possibility of near-term weakness in the aluminum
market as new low cost capacity is added and high cost capacity is
slowly curtailed. Fitch believes production surpluses will shrink
but persist through 2014 and that prices should improve from
current lows.

Fitch notes that for the latest 12 months ended (LTM) March 31,
2013, EPS accounted for over half of EBITDA and EPS taken with GRP
accounted for 71% of 2012 segment after-tax operating income. On
the margin and all else equal, Alcoa reports that a $100/tonne
increase or decrease in the price of primary aluminum as reported
on the London Metal Exchange would increase or decrease annual net
income by $240 million.

Fitch believes that earnings and cash flow generation should
continue to improve with economic recovery but will be constrained
in 2013 by low metals prices and weakness in Europe. Fitch expects
2013 EBITDA to be at least $2.7 billion, which would result in
financial leverage remaining slightly above 3 times (x) in 2013.
Results in 2013 should be enhanced by improvements and
curtailments undertaken in 2012 as well as strength in businesses
related to aerospace and automotives.

Fitch expects Alcoa to generate cash flow in 2013 after capital
expenditures of $1.6 billion but before dividends and the $350
investment in the Ma'aden joint venture. Fitch expects free cash
generation to be challenged in 2013 given low aluminum prices
related to persistent oversupply in the market. Should demand
weaken and realized prices fall thereby pressuring earnings and
cash flow, Fitch expects Alcoa to curtail high cost production
further, cut capital spending and/or sell assets.

Alcoa generated operating EBITDA of $2 billion in 2012 and free
cash flow of $103 million after capital expenditures of $1.3
billion, $561 million of cash contributions to pension funds and
shareholder dividends of $131 million before the Ma'aden
investments of $251 million. Net Debt declined $469 million
following the repayment of $322 million in notes maturing during
the year, and pre-tax proceeds from the sale of Tapoco power asset
of $597 million.

At March 31, 2013, the $3.75 billion revolver maturing July 25,
2016 was fully available (commercial paper outstanding was $104
million) and cash on hand was $1.6 billion. The revolver has a
covenant that limits Consolidated Indebtedness to 150% of
Consolidated Net Worth. Fitch notes that the first quarter
generally shows high seasonal working capital; a key focus is
working capital management and turns have reduced year-over-year
for the period under review. Fitch expects debt to be reduced in
2013 by seasonal working capital borrowings as well as the $422
million notes due in July.

As of March 31, 2013, near-term scheduled debt maturities are
estimated to be: $614 million in 2013, $661 million in 2014, $34
million in 2015, $33 million in 2016 and $780 million in 2017. Of
the aggregate maturity in 2014, $575 million represents the
convertible notes due March 15, 2014; the initial conversion rate
was equivalent to a conversion price of approximately $6.43/share
which compares with the share price at April 8, 2013 of $8.39.

Alcoa contributed $83 million to its pension plans in the first
quarter of 2013 in consideration of the estimated minimum required
contributions to pension plans in 2013 of $460 million. At Dec.
31, 2012, aggregate pension plans were underfunded by $3.7
billion, of which the U.S. pension plans were underfunded by $3
billion on a U.S. GAAP basis.

The Negative Outlook reflects the possibility that, given weakness
in the aluminum market, EBITDA will fall short of expectations and
high financial leverage will persist.

RATING SENSITIVITIES:

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

-- Operating EBITDA below $2.7 billion in 2013;
-- Constrained liquidity;
-- Absence of debt repayment including short-term debt and
    maturities for 2013 and 2014;
-- Total Debt/Operating EBITDA above 2.5x by the end of 2014.

Positive: Not anticipated over the next 12 months given over
supply in the aluminum market, but future developments that may
lead to a positive rating action include:

-- EBITDA anticipated to be sustainably over $4 billion, total
    debt below $8 billion, and free cash flow positive on average.

Fitch has affirmed the following ratings:

-- IDR at 'BBB-';
-- Senior unsecured debt at 'BBB-';
-- $3.25 billion revolving credit facility at 'BBB-';
-- Preferred stock at 'BB'.
-- Short-term IDR at 'F3';
-- Commercial paper at 'F3'.

The Rating Outlook is revised to Negative from Stable.


ALLIED DEFENSE: Had $43.2MM Net Assets in Liquidation at Dec. 31
----------------------------------------------------------------
The Allied Defense Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
$45.02 million in total assets, $1.77 million in total liabilities
and $43.25 million in net assets in liquidation as of Dec. 31,
2012.

On June 24, 2010, the Company signed a definitive purchase and
sale agreement with Chemring Group PLC pursuant to which Chemring
agreed to acquire substantially all of the assets of the Company
for $59.56 million in cash and the assumption of certain
liabilities.  On Sept. 1, 2010, the Company completed the asset
sale to Chemring contemplated by the Agreement.  Chemring acquired
all of the capital stock of Mecar for $45.81 million in cash, and
separately Chemring acquired substantially all of the assets of
Mecar USA for $13.75 million in cash and the assumption by
Chemring of certain specified liabilities of Mecar USA.  A portion
of the purchase price was paid through the repayment of certain
intercompany indebtedness owed to the Company that would otherwise
have been cancelled at closing; and $15 million of the proceeds of
the sale was deposited into escrow to secure the Company's
indemnification obligations under the Agreement.

In conjunction with the Agreement, the Board of Directors of the
Company unanimously approved the dissolution of the Company
pursuant to a Plan of Complete Liquidation and Dissolution.  The
Company's stockholders approved the Plan of Dissolution on
September 30, 2010.  In response to concerns of certain of the
Company's stockholders, the Company agreed to delay the filing of
a certificate of dissolution with the Delaware Secretary of State.
The Company filed a certificate of dissolution with the Delaware
Secretary of State on Aug. 31, 2011.  In connection with this
filing, the Company's stock transfer agent has ceased recording
transfers of the Company's stock and its stock is no longer
publicly traded.

The Company received a subpoena from the DOJ on January 19, 2010
requesting that the Company produce documents relating to its
dealings with foreign governments. This subpoena was issued at the
same time as the DOJ announced that it had indicted several
individuals in connection with a Foreign Corrupt Practices Act
sting operation, including an employee of MECAR USA. This
individual's employment was promptly terminated. The DOJ initially
limited its request of documents to those relating to the former
employee of Mecar USA. The DOJ subsequently advised the Company
that it is conducting an industry-wide review, and therefore the
DOJ's investigation of the Company will be expanded and ongoing.
The Company also received inquiries from the Securities and
Exchange Commission as to this matter.

In early 2012, the DOJ dismissed charges against all individuals
indicted in the FCPA sting operation, including the former
employee of MECAR USA. Since this time, the Company's outside
counsel has had several discussions with the DOJ and SEC regarding
the agencies' respective inquiries.  The SEC has advised that it
will not pursue an enforcement action against the Company. The
discussions with the DOJ are continuing and based upon these
discussions it appears likely that resolution of the DOJ inquiry
will involve a payment by the Company in connection with at least
one transaction involving the former employee of Mecar USA. At
this point, the amount of this payment is undeterminable.

No distributions to stockholders are expected prior to resolution
of the DOJ inquiry and completion of the Delaware dissolution
process which includes notice to creditors and publication of the
dissolution, followed by a petition to the Delaware courts. The
Company has commenced the creditor notice process and believes it
will be in a position to make an initial distribution to
stockholders by the end of 2013, contingent upon timely finalizing
a settlement with the DOJ.

"We cannot predict the settlement amounts, fines or penalties, if
any, that we might incur as a result of the DOJ inquiry. As a
result, it is unlikely that any distributions to our stockholders
will be made until the matters relating to the DOJ inquiry have
been resolved. Furthermore, under the Agreement, the Company has
agreed to indemnify Chemring and certain of its related parties
from any losses, fines or penalties arising out of, among other
things, the completed contracts of Mecar and Mecar USA. We have
escrowed $15 million of the cash consideration paid to the Company
in the sale to secure our indemnification obligations under the
Agreement. These escrowed funds will not be available to the
Company for distribution to our stockholders, or otherwise, until
released to the Company pursuant to the terms of the Agreement,"
the Company said.

The Company is being managed by its two directors who are also
acting as the Company's Chief Executive Officer and Chief
Financial Officer. The Company no longer has any full-time
employees.  Allied no longer conducts any active business
operations and is winding-up its affairs.

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

                        http://is.gd/Ywf5Ax

                  About The Allied Defense Group

The Allied Defense Group, Inc., based in Baltimore, Maryland,
previously conducted a multinational defense business focused on
the manufacture and sale of ammunition and ammunition related
products for use by the U.S. and foreign governments.  Allied's
business was conducted by two wholly owned subsidiaries: MECAR
sprl, formerly MECAR S.A., and ADG Sub USA, Inc., formerly MECAR
USA, Inc.


ALLIED SYSTEMS: Wants to Hire Grant Thornton to as Auditor
----------------------------------------------------------
Allied Systems Holdings, Inc., et al., ask for authorization from
the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware to employ and retain Grant Thornton LLP
as auditor nunc pro tunc to Feb. 4, 2013.

Grant Thornton will audit the Debtors' consolidated balance sheet
and the related consolidated statements of earnings, stockholder's
equity (deficit) and cash flows for the years ended Dec. 31, 2011,
and Dec. 31, 2012.  The audits are required in connection with the
Debtors' current postpetition DIP financing facility, the annual
recertification of the Debtors' self-insured status for workers
compensation in the states of Ohio, Georgia, and Missouri and may
be necessary in connection with any potential sale of the Debtors'
assets and any future DIP financing facilities in their Chapter 11
cases.

Grant Thornton will be paid at these hourly rates:

      Partners          $555
      Senior Managers   $445
      Managers          $340
      Seniors           $260
      Associates        $210

As set forth in the engagement letters, Grant Thornton estimates
that the cost to complete the 2011 audit will be between $150,000
to $200,000, and the cost to complete the 2012 audit is estimated
to be between $390,000 to $410,000.

Jason P. Rogers, a partner at Grant Thornton, 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 Grant Thornton 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.


ALLIED SYSTEMS: Wants to Expand PwC's Scope of Employment
---------------------------------------------------------
Allied Systems Holdings, Inc., et al., seek permission from the
Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware to expand the scope of retention and
employment of PricewaterhouseCoopers LLP, nunc pro tunc to
Feb. 21, 2013, to provide (i) tax compliance services, and
(ii) tax provision services.

As reported by the Troubled Company Reporter on Jan. 14, 2013, the
Court granted the Debtors' supplemental motion to employ PwC for
additional work.  In a Sept. 25, 2012 order, the Court authorized
the Debtors to employ PwC to provide tax compliance services
relating to the tax year beginning Jan. 1, 2011 until Dec. 31,
2011.

In a court filing dated April 5, 2013, the Debtor said that PwC
will provide these tax compliance services:

      a. preparation of U.S. Corporation Income Tax Return, Form
         1120, for the tax year beginning Jan. 1, 2012, through
         Dec. 31, 2012;

      b. preparation of required state corporate income tax
         returns for the tax year beginning Jan. 1, 2012, through
         Dec. 31, 2012, estimates and extensions as requested by
         Allied Holdings and listed in Exhibit I to the Engagement
         Letter; and

      c. completion of Schedule UTP, if applicable.

The Debtors have asked PwC for assistance with the preparation of
consolidated financial statement tax accrual for the year ended
Dec. 31, 2012.

PwC will seek compensation for the Tax Compliance Services and
the Tax Provision Services on a fixed fee basis.  The fixed fees
will be $200,000 and $110,000, respectively, plus any reasonable
out-of-pocket expenses, any applicable sales, use or value
added tax, and PwC's internal per ticket charges for booking
travel.  The fixed fee for the Tax Compliance Services will be
billed according to this schedule:

      a. Upon signing the Tax Compliance Letter: $40,000
      b. April 2013: $40,000
      c. June 2013: $40,000
      d. August 2013: $40,000
      e. Upon completion of the Tax Compliance Services: $40,000

Additional Tax Compliance Services and additional Tax Provision
Services will be billed according to these hourly rates:

         Partner          $730
         Director         $450
         Manager          $360
         Senior           $260
         Associate        $185

To the best of the Debtors' knowledge, PwC 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 PwC will be held on May 7, 2013, at
10:00 a.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.


AMC ENTERTAINMENT: Moody's Rates Proposed $925MM Debt 'Ba2'
-----------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the proposed
senior secured credit facility of AMC Entertainment, Inc. and
affirmed its B2 corporate family rating. The proposed transaction
consists of a $125 to $150 million first lien revolver and a $775
million first lien term loan.

Moody's expects the company to use proceeds primarily to repay
existing first lien bank debt. The transaction would favorably
extend maturities and could result in a modest reduction in
interest expense. Moody's also affirmed the SGL-1 speculative
grade liquidity rating and continues to consider AMC
Entertainment's liquidity very good.

The proposed transaction would not meaningfully alter the mix of
debt capital, and Moody's affirmed all other ratings.

AMC Entertainment Inc.

Senior Secured Bank Credit Facility, Assigned Ba2, LGD2, 15%

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Speculative Grade Liquidity Rating, Affirmed SGL-1

8.75% Senior Unsecured Bonds, Affirmed B2, LGD adjusted to LGD4,
54% from LGD4, 55%

9.75% Senior Subordinated Bonds, Affirmed Caa1, LGD5, 87%

Outlook, Stable

Ratings Rationale:

AMC Entertainment's B2 corporate family rating continues to
incorporate its aggressive capital structure, with leverage of
about 6.6 times debt-to-EBITDA and minimal free cash flow. This
credit profile poses challenge for operating in an inherently
volatile industry reliant on movie studios for product to drive
the attendance that leads to cash flow from admissions and
concessions. However, very good liquidity enables the company to
better manage the attendance related volatility. Also, Wanda's
commitment to invest cash in the company could boost growth and
mitigates some of the risk related to AMC Entertainment's plans to
invest in enhanced seating and dine-in theaters. Scale and
geographic diversification, enhanced with the Wanda ownership,
also support the rating.

Moody's consider theatrical exhibition a mature industry with low-
to-negative growth potential, high fixed costs and increasing
competition from alternative media, and expects attendance growth
will continue to lag behind population growth over the long term,
with year to year volatility driven by the popularity of the
films. However, the industry remains viable and stable throughout
economic cycles.

The stable outlook incorporates expectations for positive free
cash flow, net of any cash equity from Wanda used for capital
expenditures rather than debt repayment, and leverage sustained in
the low 7 times range or better. The outlook also assumes
maintenance of a good liquidity profile and EBITDA margins in the
low 30% range.

Expectations for sustained negative free cash flow, erosion of the
liquidity profile, or expectations for leverage sustained in the
mid 7 times debt-to-EBITDA range could results in a downgrade.
While unexpected over the next several years, incremental debt or
distribution of cash to Wanda would also likely have negative
ratings implications.

Moody's would consider a positive rating action with expectations
for sustained leverage below 6 times debt-to-EBITDA, along with
maintenance of good liquidity and continued positive free cash
flow. An upgrade would also require evidence that the company's
strategy of expanding food and beverage options and seating
upgrades is contributing positively to free cash flow.

AMC'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 AMC's core industry and
believes AMC'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.

Headquartered in Kansas City, Missouri, AMC Entertainment Inc.
operates 344 theaters with 4988 screens, primarily in major
metropolitan markets in the United States. Its revenue for the
calendar year ended December 31, 2012, was approximately $2.65
billion. Dalian Wanda Group Co. Ltd. (Wanda, unrated), a Chinese
private conglomerate and China's largest investor in cultural and
entertainment activities, owns AMC Entertainment.


AMERICAN AIRLINES: Gets Revised Stock & Claims Order for Trading
----------------------------------------------------------------
AMR Corporation, the parent company of American Airlines, Inc., on
April 12 disclosed that the United States Bankruptcy Court for the
Southern District of New York entered an order revising an earlier
order entered on Jan. 27, 2012, that imposed certain restrictions
and procedures with respect to the trading and accumulation of AMR
Common Stock and unsecured claims against AMR and certain of its
subsidiaries, including American Airlines, Inc. and AMR Eagle
Holding Corporation.  The order was intended to prevent, or
otherwise institute procedures and notification requirements with
respect to, certain transfers of AMR Common Stock and unsecured
claims against the Debtors that could impair the ability of the
Debtors to use their net operating loss carryovers and certain
other tax attributes on a reorganized basis.  However, the
Original Procedures did not envision the proposed merger between
AMR and US Airways Group, Inc. and, if implemented to take into
account the proposed merger or an equivalent transaction, might
have unduly restricted the amount of claims that may be
accumulated and retained by certain holders. Accordingly, on Feb.
22, 2013, the Debtors filed a motion with the Bankruptcy Court to
revise the Original.

On April 11, 2013, the Bankruptcy Court entered an order approving
the Revised Procedures.

With respect to holders of unsecured claims against the Debtors,
the Revised Procedures establish a process in which holders of
unsecured claims in excess of a threshold amount may be required
to file one or more Notices of Substantial Claim Ownership, and,
under certain circumstances, may be required to sell all or a
portion of any unsecured claims acquired during the Debtors'
chapter 11 cases.  The Revised Procedures potentially apply to any
person that beneficially owns either (1) more than $190 million of
claims against the Debtors or (2) a lower amount of claims which,
when added to certain specified interests, including stock, in AMR
or US Airways, would result in such holder holding the "Applicable
Percentage," generally 4.5 percent, of the reorganized Debtors.
In connection with the filing of a Notice of Substantial Claim
Ownership, a holder must indicate if it will agree to refrain from
acquiring additional AMR and US Airways common stock and such
other specified interests until after the effective date of the
Debtors' chapter 11 plan, and to dispose of any such interests
acquired since Feb. 22, 2013.  This can affect the manner in which
the Revised Procedures apply to certain holders.

The Revised Procedures did not alter the procedures applicable
with respect to "Substantial Equityholders," namely persons who
are, or as a result of a transaction would become, the beneficial
owner of approximately 4.5 percent of the outstanding shares of
AMR Common Stock.

Any acquisition, disposition, or other transfer of equity or
claims in violation of the restrictions set forth in the Revised
Order shall be null and void ab initio and/or subject to sanctions
as an act in violation of the automatic stay under sections 105(a)
and 362 of the United States Bankruptcy Code.  A copy of the
notice of the Revised Order, which includes the applicable
notification requirements and restrictions, is available on the
Web site of the Debtors' claims agent:

          http://www.amrcaseinfo.com/restrictions.php

                     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 APPAREL: Offering $206-Mil. Senior Notes at 97% of Par
---------------------------------------------------------------
American Apparel, Inc., announced the pricing of $206,000,000
aggregate principal amount of its 13.0% Senior Secured Notes due
2020.  The Notes will be issued at 97% of par.  The Company
intends to use the net proceeds from the offering of the Notes,
together with borrowings under a new asset-backed revolving credit
facility, to repay in full and terminate the Company's credit
facilities with Lion Capital, LLC, and Crystal Financial LLC and,
to the extent any proceeds are remaining, for general corporate
purposes.

The Company expected the offering to close by April 4, 2013,
subject to customary closing conditions, including the concurrent
closing of the new asset-backed revolving credit facility.

The Notes will be the senior secured obligations of the Company
and will be guaranteed, on a senior secured basis, by the
Company's domestic restricted subsidiaries, subject to some
exceptions.

The Notes and related guarantees are being offered only to
"qualified institutional buyers" in the United States in
accordance with Rule 144A under the Securities Act of 1933, as
amended, and to non-U.S. persons pursuant to Regulation S under
the Securities Act.  The Notes and related guarantees have not
been registered under the Securities Act or any state securities
laws and, unless so registered, may not be offered or sold in the
United States except pursuant to an applicable exemption from the
registration requirements of the Securities Act and applicable
state securities laws.

Meanwhile, in connection with the proposed financing transactions
previously disclosed, the Company provided to potential financing
sources information, a copy of which is available at:

                         http://is.gd/QbAnJx

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $328.21 million in total
assets, $306.12 million in total liabilities and $22.08 million in
total stockholders' equity.

                            *    *    *

As reported by the TCR on March 22, 2013, Standard & Poor's
Ratings Services assigned a 'B-' corporate credit rating to Los
Angeles-based American Apparel Inc.  "We expect credit protection
measures to improve modestly but remain weak for the next one to
two years," said Standard & Poor's credit analyst Linda Phelps.

American Apparel carries a Caa1 Corporate Family Rating from
Moody's Investors Service.


AMERICAN BONANZA: Restructures Outstanding Indebtedness
-------------------------------------------------------
American Bonanza Gold Corp. on April 11 disclosed that it has
restructured approximately US$7.6 million in outstanding
indebtedness and received commitments for an additional US$1.0
million in new indebtedness.

The Company has issued Amended and Restated Secured Promissory
Notes for an aggregate of $8.6 million.  The Amended Notes replace
both the Company's existing US$6.0 million Gold Loan (see news
release September 14, 2012), and additional promissory notes
issued for US$1.6 million in additional advances made by the same
lenders in November 2012.  Those additional notes were not
repayable through the delivery of gold, and bore interest at 24%
per annum.  In addition, the lenders have also advanced to the
Company an additional $1.0 million, all of which is reflected
through the issue of the Amended Notes.  The Amended Notes bear
interest at 12% per annum, payable monthly, in arrears commencing
May 1, 2013.  The principal of the Amended Notes will be repaid in
12 equal installments commencing September 1, 2013 through the
delivery of gold ounces at a price of US$1,100 per ounce (instead
of $1,200 per ounce prior to the restructuring), or an equivalent
amount of cash at the option of the holders of the Amended Notes.
The Amended Notes are secured by a charge on the assets of the
Company.

In connection with the restructuring, the Company has agreed to
issue to the lenders an aggregate of 2,600,000 warrants, each
warrant exercisable to acquire one common share of the Company at
$0.20 per share for a period of two years from closing.  The issue
of the warrants is subject to the approval of the TSX.

The Company has also reached agreement with the holders of
US$660,000 in additional outstanding indebtedness to extend the
date for the repayment thereof from March 4 and 8, 2013 to July 8,
2013.

In addition, the Company has reached an agreement with an arms
length lender for a $1 million short term unsecured loan.  The
loan bears interest at 20% per annum before default, and 40% after
default.  The loan must be repaid by April 30, 2013.  In
connection with the loan, the Company has agreed to issue an
aggregate of 1,000,000 warrants, each warrant exercisable to
acquire one common share of the Company at $0.12 per share until
April 9, 2013.  The issue of the warrants is subject to the
approval of the TSX.

All securities issued by the Company described in this news
release will be subject to a hold period of four months from the
date of issue.

American Bonanza Gold Corp. is a Canadian company focused on
building a portfolio of high quality producing gold mines across
North America.


AMR CORP: CEO Horton Won't Get $20 Million Severance Payout
-----------------------------------------------------------
Thomas Horton, who is slated to step down as CEO of AMR Corp. when
American Airlines merges with US Airways Group Inc. later this
year, is not eligible for a $20 million severance payout,
Bankruptcy Judge Sean Lane ruled on April 11.

U.S. Trustee Tracy Hope Davis, the government's bankruptcy
watchdog, argues that the proposed employee arrangements do not
meet the requirements of Section 503(c) of the Bankruptcy Code,
which places restrictions upon compensation paid to insiders
during a bankruptcy case.  The Debtors contend that Section 503(c)
does not apply because the employee arrangements are conditioned
on the closing of the merger and will be paid by the new
enterprise created by the merger, not the Debtors.

In support of their position, the Debtors rely on two cases from
the S.D.N.Y. court: In re Journal Register Co., 407 B.R. 520
(Bankr. S.D.N.Y. 2009) and In re Dana Corp., 358 B.R. 567 (Bankr.
S.D.N.Y. 2006).

Judge Lane, however, held that Section 503(c) prohibits the
authorization of the $20 million severance payment to Mr. Horton.

According to Judge Lane, "It is true that the court in Journal
Register found that post-emergence incentive payments need not
comply with Section 503(c). But the Debtors ignore the context for
that conclusion.  The court in Journal Register was presented with
a proposed plan of reorganization, with the post-emergence
incentive payments to be made pursuant to the plan. . . . As the
payments were to be made under the confirmation order itself, the
court concluded that they did not fall under Section 503(c) which
covers only expenses to be paid as an administrative expense of
the case."

"Rather than being governed by Section 503, the court in Journal
Register observed that 'there is a subsection of [Section] 1129
[governing the confirmation of a plan] that is directly
applicable' to such payments, with Section 1129(a)(4) setting
forth requirements for 'any payment made or to be made by the
proponent, by the debtors . . . for services or for costs and
expenses in or in connection with the case . . . . '  By
presenting their request as part of a proposed plan of
confirmation, the debtors in Journal Register took the proposed
incentive payments outside of the coverage of Section 503 and
placed them within the confines of Section 1129(a)(4)."

Judge Lane said the result in Journal Register is consistent with
the decision in Dana.  In Dana, the debtors proposed a $3 million
post-emergence bonus to their CEO through an employee incentive
plan.  They made a nearly identical argument as the Debtors in
this case, stating that because the proposed payment would be made
after emergence from Chapter 11, the payment was not subject to
Section 503(c).  In declining to approve the post-emergence
payment, the Dana court noted that "to the extent that the $3
million payment is subject to further review and must be passed
upon as a provision in a disclosure statement and plan of
reorganization, the [c]ourt cannot, at this early point in the
cases, guarantee that the payment will be ultimately approved."

In contrast to Journal Register and Dana, Judge Lane said the AMR
Debtors seek the Court's approval of this severance payment now,
notwithstanding the fact that the Debtors' expected effective date
of the merger (and plan) is some six months away.  According to
Judge Lane, "Indeed, a plan and disclosure statement have yet to
be filed. And there is a real consequence to such approval today:
the [Unsecured Creditors Committee] conceded at the hearing, and
the Debtors did not contest, that approval now would resolve this
issue for purposes of this bankruptcy case and preclude any
challenge to the merits of the severance payment during the
confirmation hearing on a plan of reorganization."

"During the hearing on the Motion, the Debtors conceded that Mr.
Horton's payment -- as part of the larger employee payments being
sought under -- the merger was essentially an expense necessary to
preserve and realize value for the Debtors' estates. . . . The
Debtors hang their hat, however, on the fact that the payment will
be paid by Newco," Judge Lane continued.  "Of course, the Debtors
are correct in noting that the payment technically will not come
from the Debtors' estate.  But that is somewhat of a legal
fiction.  It is clear that the severance payment relates to Mr.
Horton's employment at AMR, where he currently serves as CEO, and
not from Newco, which does not yet exist and where Mr. Horton will
take on a new position only after the merger is finalized and the
proposed severance is paid.  As a practical matter, moreover, the
proposed severance would be paid without any action from Newco, an
entity that will consist of 72% of the property of the reorganized
Debtors.  In any event, the Debtors' argument fails because the
statute speaks in terms of 'allowance' of a payment. If the
Court's approval today means anything -- and all parties seem to
agree that it does -- the request for approval fits comfortably
within the notion of a severance that would be 'allowed' as
contemplated by the first sentence of Section 503(c).'

During the hearing, the Debtors offered to amend the Merger
Agreement to require that the board of Newco vote on the severance
payment before such a payment could be made.  According to Judge
Lane, that suggestion only highlights the fact that, once created,
Newco can make a severance payment to Mr. Horton without any
approval from the Court.

"Although the Court is constrained by Section 503's requirements
in considering the proposed severance now, Newco will not have
such restrictions and instead will answer only to its
shareholders. It is unclear what purpose would be served by the
Court's approval of the severance if Newco could later veto the
severance through a vote of its board. Indeed, under this proposed
amendment, there is little reason for the Court to be involved at
all," Judge Lane said.

"Seeking to avoid the strictures of Section 503, the Debtors
contend that Section 363 provides a basis for immediate approval
of this severance payment. But that scenario is exactly what
Congress sought to prevent by enacting Section 503(c) of the
Bankruptcy Code. . . . [P]rior to the enactment of Section 503(c),
compensation payments outside the ordinary course were governed by
the business judgment standard of Section 363(b). . . . Section
503(c) was specifically enacted to change that practice by
establishing a higher standard to justify retention or severance
payments to insiders during the pendency of bankruptcy cases,"
Judge Lane said.  "Given this clear legislative intent, the
Debtors' reliance on the business judgment standard to justify
approval of this severance payment must fail."

"Finally, the Debtors argue that the payments they propose for
Horton are customary in situations analogous to the one now before
the Court, citing the payments made pursuant to mergers of United
and Continental Airlines and of Delta and Northwest. This argument
misses the point. Both of those mergers occurred outside of the
Chapter 11 context where parties are not subject to the
requirements of the Bankruptcy Code.  Although these two examples
may inform the Court as to market salaries for a severance payment
in major airline mergers, they do nothing in the way of satisfying
Section 503(c)'s requirements."

                      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).


BAJA MINING: Reports $321.3-Mil. Net Loss in 2012
-------------------------------------------------
Baja Mining Corp. reported a net loss of US$321.3 million for the
year ended Dec. 31, 2012, compared with net income of
US$20.0 million for the year ended Dec. 31, 2011.

The loss in 2012 was primarily driven by: (i) impairment losses
totaling US$190.4 million, including a US$188.1 million impairment
following the announcement of the forecasted cost overrun of the
Boleo Project during the quarter ended June 30, 2012; and (ii) a
loss of US$127.3 million relating to the deconsolidation of MMB
upon completion of the Phase I interim funding in the quarter
ended Sept. 30, 2012, principally attributable to a fair value
impairment attributable to the underlying equity and MMB
shareholder loans.

The foregoing was partly offset by income of US$10.0 million
representing the Company's Share of Results in Associate in the
period subsequent to the loss of control of MMB and by a
US$10.6 million fair value adjustment gain relating to the
Company's derivative instruments.

In the 2011 comparable period, the income was primarily driven by
the fair value gain on the Company's zero cost collar hedge
contracts of US$42.8 million due to a reduction in forward copper
prices compared to the Company's call price and US$4.0 million in
foreign exchange gains.

Loss before other items during the year ended Dec. 31, 2012, was
US$208.5 million compared to US$22.8 million for the year ended
Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed
US$54.4 million in total assets, US$11.8 million in total
liabilities, and stockholders' equity of US$42.6 million.

                        Going Concern Doubt

"Critical factors, amongst others, impacting the likelihood of any
demand arising under the senior borrowing guarantee and,
therefore, the Company's ability to continue as a going concern,
include the following:

a) the Phase II Funding Requirement as committed by the Consortium
being completed;
  
b) the continued support of the remaining 2010 Project Financing
lenders in choosing not to exercise any remedies available to them
under the Event of Default;
  
c) the renewal on March 31, 2013, of the latest standstill
agreement and/or the reinstatement or replacement of the remaining
2010 Project Financing;

d) completion of development of the Boleo Project;
  
e) establishing profitable operations.

"In addition, should the Company be required to repay the
refundable manganese deposit liability, it currently has
insufficient funds available to settle this liability.

"The success of these factors above cannot be assured and
accordingly, there is a substantial doubt about the Company's
ability to continue as a going concern.

A copy of the Company's consolidated financial statements dated
Dec. 31, 2012, is available at http://is.gd/f4PWXR

A copy of the MD&A of the Company's financial results for the year
ended Dec. 31, 2012, is available at http://is.gd/FZMvyD

Vancouver, Canada-based Baja Mining Corp. was incorporated on
July 15, 1985, under the Company Act (British Columbia).  The
Company's principal asset is its investment in the Boleo Project,
a copper-cobalt-zinc-manganese deposit located near Santa Rosalia,
Baja California Sur, Mexico.  The Project is currently under
construction and surface and underground mining activities have
commenced.  Baja controlled and operated the Boleo Project up
until its change in control on Aug. 27, 2012.

As at Dec. 31, 2012, the Company owned a 49% interest in the Boleo
Project through its wholly owned Luxembourg subsidiary, Baja
International S.a r.l., which owns 100% of a Luxembourg
subsidiary, Boleo International S.a r.l., which in turn owned 49%
of the shares of MMB.  MMB holds all mineral and property rights
in the Boleo Project.  As at Dec. 31, 2012, the remaining 51% of
MMB was owned by members of a Korean consortium, comprised of
Korea Resources Corporation, LS-Nikko Copper Inc., Hyundai Hysco
Co., Ltd., SK Networks Co., Ltd., and Iljin Materials Co., Ltd.,
which acquired an initial 30% interest in June 2008.  Subsequent
to Dec. 31, 2012, and after giving effect to further contributions
by members of the Consortium, Baja's interest in MMB was further
reduced to 26.2%.

Following the reduction of its interest in MMB and subsequent loss
of control of MMB on Aug. 27, 2012, the Company was no longer the
operator of the Boleo Project and no longer had day-to-day
involvement in the management and development of the Boleo
Project.  The Company's current focus is on addressing outstanding
matters relating to the change of control in MMB and considering
alternative opportunities for the benefit of its stakeholders.


BENADA ALUMINUM: Wells Fargo Financing Extended to May 7
--------------------------------------------------------
The U.S. Bankruptcy Court Middle District of Florida approved the
second Amendment to Benada Aluminum Products, LLC's postpetition
financing from Wells Fargo Bank, N.A.

The second amendment is in connection with the confirmation of the
Debtor's Plan of Reorganization which proposes to repay all
postpetition administrative expenses owed to Wells Fargo Bank,
N.A., in full no later 90 days from the Plan's Effective Date.

Pursuant to the terms of the Senior DIP Credit Agreement, as
modified and extended pursuant to an Amendment to Senior DIP
Credit Agreement dated Nov. 28, 2012, the period during which the
Debtor may request advances from Wells Fargo under the DIP Senior
Revolver Note was slated to expire on Feb. 6, 2013.  Further, the
Debtor is required to pay the Admin Expense Claim in full by the
termination date.

In this relation, the parties agreed to amend and extend the
Senior DIP Credit Agreement in order to evidence the treatment of
Wells Fargo's Admin Expense Claim under the Plan, and to provide
continued financing to the Debtor from Feb. 6, until May 7.

The Debtor noted that it cannot reorganize unless it is able to
extend the availability period under the Senior DIP Credit
Agreement.  The Debtor has been unable to obtain replacement
financing in the form of unsecured credit allowable under Section
503(b)(1) of the Bankruptcy Code.

                           About Benada

Benada Aluminum Products LLC was formed in 2011 to purchase assets
of two aluminum products manufacturing companies.  It purchased
via 11 U.S.C. Sec. 363 the Sanford facility of Florida Extruders
International (Case No. 08-07761).  It also purchased the assets
Miami, Florida-based Benada Aluminum of Florida Inc.  The Debtor
has since consolidated operations and operates only out of its
location in Sanford.

The Company filed for Chapter 11 protection on Aug. 1, 2012
(Bankr. M.D. Fla. Case No. 12-10518).  Judge Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, represents the Debtor.  The Debtor disclosed
$22,009,272 in assets and $11,698,426 in liabilities as of the
Chapter 11 filing.

Wells Fargo is represented by Michael Demont, Esq., and Jay Smith,
Esq., at Smith Hulsey & Busey, in Jacksonville, Florida.  FTL
Capital is represented by Christopher J. Lawhorn, Esq., at Bryan
Cave LLP in St. Louis, Missouri.  Triton Capital Partners Ltd.
serves as exclusive financial advisor and investment banker with
respect to providing assistance with turnaround management.

The Debtor was authorized by the bankruptcy judge at a Sept. 25,
hearing to sell an aluminum extrusion press for $2.9 million to
Tubelite Inc.

The Court confirmed the Debtor's Chapter 11 reorganization plan in
March 2013.  Under the Plan, holders of allowed secured claims
(except FTL Capital) will retain their respective liens on the
Debtor's real and personal property and be paid in full, with
interest, over a period of up to five years, as the case may be.

Miles & Stockbridge P.C. serves as lead counsel for the Official
Committee of Unsecured Creditors.  The Committee retained Deloitte
Financial Advisory Services LLP as its financial advisor.


BERWIND REALTY: Stipulation on the Use of BPPR's Rents Approved
---------------------------------------------------------------
The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico approved a stipulation authorizing Berwind
Realty LLC to use rents; and provide adequate protection to Banco
Popular de Puerto Rico.  Additionally, the Court approved the
terms for treatment of BPPR's claims in a consented Plan of
Reorganization.

According to the Debtor, after substantial negotiations, the
Debtor and BPPR have agreed to, among other things, the limited
use of certain rents and postpetition income to satisfy certain
operating expenses, and the adequate protection, to enable the
Debtor to continue operating and confirm a plan.

The terms of Consensual Plan and treatment of BPPR's claim,
include, among other things:

   1. as adequate protection for BPPR and to facilitate Debtor's
reorganization through the Plan incorporating the terms, the
Debtor and BPPR hereby agree to restructure BPPR's claim; and

   2. the Debtor, with the consent of BPPR, will file a motion to
authorize the sale of each of the Sale Collateral -- real
properties: (1) 1086 Munoz Rivera Avenue, Ro Piedras, PR
(formerly El Amal headquarters); (2) Km 32.1, Road 14, San
Ildefonso, Coamo, PR; (3) Machete Ward, Guayama (formerly El Amal
Store No. 22); (4) Berwind Shopping Center, 65th Infantery Ave.,
Ro Piedras, PR; and (5) Sabana Seca Ave., Levittown, PR (formerly
El Amal Store No. 37).

A copy of the stipulation is available for free at
http://bankrupt.com/misc/BERWINDREALTY_rentuse_stipulation.pdf

                         About Berwind Realty

Berwind Realty, LLC, filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 12-02701) in Old San Juan, Puerto Rico, on April 5, 2012.
Berwind Realty, a real estate firm, scheduled assets of
$53.8 million and liabilities of $58.1 million.  Berwind Realty's
president, Saleh Yassin signed the petition.  Charles A. Cuprill,
PSC Law Offices, serves as bankruptcy counsel.


BIG M: Mandee's Owner Seeks More Time to Keep Control of Case
-------------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports the owner of
the Mandee women's fashion chain is asking to keep control of its
Chapter 11 case as it prepares to send its assets to auction next
month.

As reported in the April 12, 2013 edition of the TCR, Big M, Inc.,
is asking the bankruptcy court 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.

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 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.

                          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.


BINGO.COM LTD: Incurs $46K Net Loss in 2012
-------------------------------------------
Bingo.com, Ltd., filed on March 29, 2013, its annual report on
Form 10-K for the year ended Dec. 31, 2012.

Davidson & Company LLP, in Vancouver, Canada, expressed
substantial doubt about Bingo.com, Ltd.'s ability to continue as a
going concern, citing the Company's negative cash flows from
operating activities during the past year and accumulated deficit
of US$15,965,824 as of Dec. 31, 2012.

The Company reported a net loss of US$46,235 on US$1.8 million of
total revenue in 2012, compared with a net loss of US$689,016 on
US$1.4 million of total revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
US$3.4 million in total assets, US$105,608 in total currrent
liabilities, and stockholders' equity of US$3.3 million.

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

Headquartered in The Valley, Anguilla, B.W.I., Bingo.com, Ltd.,
was originally incorporated in the State of Florida on Jan. 12,
1987.  It is in the business of owning and marketing a bingo based
entertainment website that provides a variety of Internet games
plus other forms of entertainment, including an online community,
chat rooms, and more.


BIO-KEY INTERNATIONAL: Reports $3,267 Net Income in 2012
--------------------------------------------------------
BIO-key International, Inc., filed on April 1, 2013, its annual
report on Form 10-K for the year ended Dec. 31, 2012.

Rotenberg Meril Solomon Bertiger & Guttilla, P.C., in Saddle
Brook, New Jersey, expressed substantial doubt about BIO-key's
ability to continue as a going concern, citing the Company's
substantial net losses in recent years, and accumulated deficit at
Dec. 31, 2012.

The Company reported net income of $3,267 on $3.8 million of
revenues in 2012, compared with a net loss of $1.9 million on
$3.5 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.1 million
in total assets, $2.3 million in total liabilities, and a
stockholders' deficit of $1.2 million.

A copy of the Form 10-K is available at http://is.gd/Y21t3W

Wall, N.J.-based BIO-key International, Inc., develops and markets
advanced fingerprint biometric identification and identity
verification technologies, cryptographic authentication-
transaction security technologies, as well as related Identity
Management and Credentialing software solutions.


BUSINESS DEVELOPMENT: Court Dismisses Chapter 11 Case
-----------------------------------------------------
The Hon. Charles Novack of the U.S. Bankruptcy Court for the
Northern District of California has dismissed, at the behest of
the U.S. Trustee, the Chapter 11 case of Business Development and
Management Inc.

As reported by the Troubled Company Reporter on March 28, 2013,
the U.S. Trustee's dismissal motion was made on the grounds that
the Debtor is abusing the bankruptcy system by multiple filings,
with no ability or intention to reorganize.  The U.S. Trustee
pointed out that the Debtor does not have counsel employed and
approved by the Court, and has not filed its schedules or
statement of financial affairs, and creditor list even though this
case has been pending for over a month.

The Court, in an order dated March 29, 2013, has barred the Debtor
from filing any bankruptcy case in any court for a period of one
year from the date of entry of the order.

The Debtor filed a motion for voluntary dismissal on March 13,
2013 but the Court denied the Debtor's own motion for dismissal.
The U.S. Trustee filed an objection to the Debtor's motion, saying
that the Debtor didn't set the motion to dismiss for a hearing.  A
hearing is required pursuant to Bankruptcy Local Rule 9014-
1(b)(1)(C).  In addition, Federal Rule of Bankruptcy Procedure
2002(a)(4) requires 21 days notice of a hearing on a motion to
dismiss a Chapter 11 case.

                   About Business Development

Business Development and Management Inc., filed a bare-bones
Chapter 11 petition (Bankr. N.D. Cal. Case No. 13-50418) in San
Jose, California on Jan. 25, 2013.  Santa Clara, California-based
Business Development estimated assets of at least $10 million and
liabilities not exceeding $10 million.  The Debtor is represented
by The Law Office of Linda Voss, in San Mateo, California.


CAMP INTERNATIONAL: S&P Corrects Recovery Ratings on Secured Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services corrected its recovery rating
on U.S. aircraft maintenance tracking services provider CAMP
International Holding Co.'s senior secured first-lien credit
facilities, consisting of a $30 million revolving credit facility
and a $255 million term loan.  The recovery rating on the
facilities is '3', indicating S&P's expectation of meaningful (50%
to 70%) recovery for lenders in the event of a payment default.
The issue-level rating on this debt is 'B', at the same level as
S&P's 'B' corporate credit rating on the company.  (In accordance
with S&P's notching criteria, it do not notch the issue rating
from the corporate credit rating for a recovery rating of '3'.)

S&P had initially assigned a recovery rating of '3' to the credit
facilities on July 12, 2012.  On Feb. 12, 2013, following CAMP's
announcement that it was planning to refinance its existing first-
lien term loan and second-lien debt with a new $370 million first-
lien loan, S&P released a report stating that it revised its
recovery rating on the existing revolver to '4' (indicating a 30%
to 50% recovery expectation) from '3' because of the increase in
the first-lien debt amount.  However, the company subsequently
announced that it was withdrawing its proposed refinancing
transaction.  As a result, S&P issued a bulletin on March 8, 2013,
stating that the recovery rating on the initial $285 million
credit facilities would remain at '3'.  This was technically
incorrect, because S&P had previously revised the recovery rating
to '4'.  The report should have stated that S&P was revising the
recovery rating back to '3'.  This mistake resulted in an
administrative oversight in which the rating had not been revised
back to '3' in S&P's database systems.  In addition, S&P's 'CCC+'
issue-level rating and '6' recovery rating (indicating a 0 to 10%
recovery expectation) on CAMP's $115 million second-lien term loan
due May 31, 2019 were mistakenly withdrawn.  These errors have
been corrected.


CANADIAN OILFIELD: In Default of Disclosure Obligations
-------------------------------------------------------
Canadian Oilfield Solutions Corp. on April 11 disclosed that its
interim financial reports as at and for the interim periods ended
March 31, 2012, June 30, 2012 and September 30, 2012 have not been
reviewed by an auditor.  While the 2012 Interim Reports did not
state that they had been reviewed by an auditor, such reports did
not contain a notice indicating that they had not been reviewed by
an auditor, as required under National Instrument 51-102
Continuous Disclosure Obligations.  As a result, the Alberta
Securities Commission has noted the Company in default under
category 2(a) of CSA Notice 51-322 Reporting Issuer Defaults.

In order to correct the Deficiency, the Company is required to re-
file the 2012 Interim Reports and concurrently with such filing,
the Company's Chief Executive Officer and Chief Financial Officer
(or persons acting in such capacity) are required by securities
legislation to personally certify that the 2012 Interim Reports
and corresponding management's discussion and analyses, in effect,
do not contain a misrepresentation and fairly present in all
material respects the financial condition, results of operations
and cash flows of the Company.  Since the Company's current
management was not involved in the capacity of Chief Executive
Officer or Chief Financial Officer with the Company during the
periods in question, the certifying officers need to complete due
diligence on the 2012 Interim Reports and 2012 Interim MD&A prior
to the re-filing of the 2012 Interim Reports.  Further, as
disclosed in the Company's April 10, 2013 press release, the
Company currently does not have a Chief Financial Officer.

Accordingly, to remedy the Deficiency: (a) the Company will need
to appoint a Chief Financial Officer; (b) the Company's Chief
Executive Officer and Chief Financial Officer must complete
sufficient due diligence on the 2012 Interim Reports and 2012 MD&A
so that they can make the certifications; and (c) the Company must
re-file the 2012 Interim Reports along with certifications of the
Chief Executive Officer and Chief Financial Officer pursuant to
National Instrument 52-109 Certification of Disclosure.

Canadian Oilfield Solutions Corp. (TSX: OSX) owns and operates two
100 percent subsidiaries, Extreme Pump Solutions (Extreme) in
Gillette, Wyoming USA and Canadian Oilfield Solutions Corp. in
Mexico.


CARBON BEACH: U.S. Trustee Withdraws Motion to Dismiss
------------------------------------------------------
According to a notice in the Chapter 11 case of Carbon Beach
Partners, LLC, Peter C. Anderson, the United States Trustee for
Region 16, has withdrawn his motion for an order either to convert
the Debtor's Chapter 11 case to Chapter 7 or dismissing the case,
for payment of quarterly fees, for judgment thereon and for such
other relief as may be appropriate.

On Nov. 5, 2012, the Office of the U.S. Trustee informed the Court
that the Debtor has failed to comply with the requirement of the
United States Trustee Chapter 11 Notices and Guides and/or Local
Bankruptcy Rules by failing to provide these documents and
financial reports:

    * Sufficient evidence of current insurance coverage including:
an insurance declaration page for each policy and a declaration
stating that the Debtor has all applicable customary insurance
required to operate.

    * Monthly Operating Report(s) for December 2010, all of 2011,
including January, February, March, April, May, June, July,
August, September, October, November, and December 2011, and all
of 2012, including January, February, March, April, May, June,
July, August, and September 2012.

The Debtor filed on Feb. 14, 2013, its monthly operating report
for January 2013, and on Feb. 5, 2013, its monthly operating
report for December and November 2012.  On Jan. 4, 2012, the
Debtor filed its monthly operating reports for October, November
and December 2010, all of 2011, and January through October 2012.

                    About Carbon Beach Partners

Calabasas, California-based Carbon Beach Partners, LLC, owns an
eight-unit, luxury condominium complex consisting of approximately
41,000 square feet, in Malibu, California.  Carbon Beach filed for
Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 09-24657) on
Nov. 3, 2009, Judge Geraldine Mund presiding.  Cynthia Futter,
Esq., at Futter-Wells PC, and Anne Wells, Esq., represent the
Debtor.  The Company disclosed $21,000,004 in assets and
$17,463,557 in liabilities as of the Chapter 11 filing.  Robb
Evans & Associates, LLC, is the appointed receiver in the Debtor's
case.


CELL THERAPEUTICS: Sees $31MM Net Financial Standing at Feb. 28
---------------------------------------------------------------
Cell Therapeutics, Inc., provided information pursuant to a
request from the Italian securities regulatory authority, CONSOB,
pursuant to Article 114, Section 5 of the Unified Financial Act,
that the Company issue at the end of each month a press release
providing a monthly update of certain information relating to the
Company's financial situation.

CTI estimated cash and cash equivalents of $36.86 million at
Feb. 28, 2013.

The total estimated and unaudited net financial standing of CTI
Parent Company as of Feb. 28, 2013, was approximately $31.86
million.

During the month of February 2013, the Company's common stock, no
par value, outstanding increased by 79,859 shares.  Consequently,
the number of issued and outstanding shares of Common Stock as of
Feb. 28, 2013, was 109,890,765.

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

                        http://is.gd/SWTH4L

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $36.17
million in total assets, $32.60 million in total liabilities,
$13.46 million in common stock purchase warrants, and a $9.89
million total shareholders' deficit.

                    Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CENTENNIAL BEVERAGE: Lender Agrees to Extend Cash Use Until May 19
------------------------------------------------------------------
Centennial Beverage Group, LLC, and Compass Bank filed with the
U.S. Bankruptcy Court for the Northern District of Texas a
stipulation extending the term of the final order authorizing the
Debtor's use of cash collateral until 11:59 p.m. Central time on
May 19, 2013.

The Court in February had signed off on an agreed final order
authorizing the Debtor to use cash collateral until April 30,
2013.

Under the new stipulation, the occurrence of any of the following
will constitute a termination event under the cash collateral
order:

   (a) the Debtor fails to obtain court order approving the sale
       of certain of the Debtor's remaining assets by April 12,
       2013;

   (b) the Debtor fails to obtain a fully executed asset purchase
       agreement from Spec's Family Partners, Ltd., in connection
       with the asset sale by April 12, 2013;

   (c) the lender determines at any time, in its sole discretion,
       that Spec's is unwilling or unable to consummate the asset
       sale, and provides notice of the determination to counsel
       for the Debtor and Committee at least five business days
       prior to the termination event;

   (d) the Debtor fails to close the asset sale on or before
       May 17, 2013; and

   (e) the Debtor fails to make any of the Pay Downs as required
       by the budget, a copy of the budget is available for free
       at http://is.gd/m5Dijy

The Court has set the hearing on the motion to sell certain of the
Debtor's remaining assets to Cheers Spirits & Liquor LLC on April
25, 2013, at 9:15 a.m.

The Official Committee of Unsecured Creditors of Centennial
Beverage Group, LLC, and the Lender filed on March 22, 2013, a
joint stipulation extending the Committee's investigation period
until March 22, 2013.  The Debtor made certain stipulations and
the Court made certain findings subject to the Committee and other
creditors and parties in interests' rights to object within
certain timeframes.  The Committee raised certain issues with
regard to some of the stipulations and findings in the cash
collateral order.  To address the issues raised by the Committee
without the necessity of the Committee filing an adversary
proceeding, objection or other contested matter, the Parties,
through their respective counsel, agreed and stipulated as
follows:

      a. Nothing in the cash collateral order or in any UCC
         Financing Statement filed by or on the Lender's behalf,
         grants the Lender prepetition liens on any assets other
         than the assets which are specifically provided in the
         indebtedness documents.

      b. Nothing in the cash collateral order or in any UCC
         Financing Statement filed by or on the Lender's behalf
         expands the Lender's prepetition collateral to encompass
         any assets other than the assets which are specifically
         provided in the indebtedness documents.

      c. Nothing in the cash collateral order bars or prejudices
         the Committee's right to object to the allowance to the
         Lender of any interest, fees, costs or charges pursuant
         to section 506(b) of the Bankruptcy Code.

The Committee is represented by:

         MUNSCH HARDT KOPF & HARR, P.C.
         Deborah M. Perry
         3800 Lincoln Plaza
         500 North Akard Street
         Dallas, Texas 75201-6659
         Tel: (214) 855-7500
         Fax: (214) 855-7584
         E-mail: dperry@munsch.com

         WINSTEAD PC
         J. Frasher Murphy
         Matthew T. Ferris
         500 Winstead Building
         2728 N. Harwood Street
         Dallas, Texas 75201
         Tel: (214) 745-5400
         Fax: (214) 745-5390
         E-mail: fmurphy@winstead.com
                 mferris@winstead.com

                     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 TEXAS REGIONAL: S&P Assigns 'BB+' Rating to $108MM Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' long-term
rating to Central Texas Regional Mobility Authority's (CTRMA)
approximately $158.76 million series 2013A senior lien revenue
refunding bonds and $30 million series 2013B senior lien revenue
refunding put bonds.  At the same time, Standard & Poor's assigned
its 'BB+' long-term rating to the authority's approximately
$108.36 million series 2013 subordinate lien revenue refunding
bonds.  Finally, Standard & Poor's affirmed its 'BBB-' long-term
and underlying rating (SPUR) on the authority's existing senior
bonds and its 'BB+' long-term rating on the authority's
subordinate bonds.  The outlook on all ratings is stable.

"The ratings reflect our view of the general uncertainty
associated with traffic and revenue forecasts for the authority's
three projects and the system's dependence on sound revenue growth
to cover escalating annual debt service requirements," said
Standard & Poor's credit analyst Todd Spence.  "Further
constraining the rating is the system's relatively high toll rates
and lower financial margins for the subordinate-lien debt,"
Mr. Spence added.

CTRMA owns and operates a toll road system in the Austin
metropolitan area that currently includes one operational toll
road that was recently extended, and a second planned toll road is
under construction which is partially open.


CEQUEL COMMUNICATIONS: Loan Upsize No Impact on Moody's B1 CFR
--------------------------------------------------------------
Moody's Investors Service said that the recently announced plan to
upsize the term loan does not impact the Ba2 rating on the Cequel
Communications, LLC credit facility or the B1 corporate family
rating of its parent company Cequel Communications Holdings, LLC.

The company plans to use proceeds to repurchase a portion of its
outstanding 8.625% Senior Notes due 2017. The transaction would
favorably extend the maturity profile and modestly reduce interest
expense. It would not meaningfully alter the split of bank debt
and bonds within the capital structure and therefore does not
impact the Ba2 rating on the credit facility or the B3 rating on
the bonds of Cequel Communications Holdings, LLC.

The principal methodology used in this rating was Global Cable
Television Industry published in July 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.

Headquartered in St. Louis, Missouri, and doing business as
Suddenlink Communications, Cequel Communications Holdings LLC
serves approximately 1.4 million residential and 78 thousand
commercial customers. The company provides digital TV, high-speed
Internet and telephone services to consumers and businesses and
generated revenues of approximately $2 billion of revenue in 2012.
BC Partners, CPP Investment Board and certain members of Cequel's
executive management acquired Cequel from Goldman Sachs,
Quadrangle, and Oaktree in November 2012.


CEQUEL COMMUNICATIONS: S&P Retains 'BB-' Rating After Loan Upsize
-----------------------------------------------------------------
Standard & Poor's Ratings Services said today that its 'BB-'
issue-level and '2' recovery ratings on Cequel Communications
LLC's secured debt remain unchanged, following a proposed
$300 million upsizing of the term loan B to $2.5 billion from
$2.2 billion.  S&P expects the company to use proceeds from the
upsized term loan to repurchase a portion of its 8.625% senior
notes due 2017.  S&P's '2' recovery rating on the credit
facilities denotes its expectation for substantial (70% to 90%)
recovery in the event of a payment default.  S&P's ratings and
stable outlook on the parent company, cable system operator Cequel
Communications Holdings I LLC, remain unchanged, including the
'B+' corporate credit rating and the 'B-' issue-level rating and
'6' recovery rating on its senior unsecured notes.

RATINGS LIST

Cequel Communications Holdings I LLC
Corporate Credit Rating             B+/Stable/--

Cequel Communications LLC
$2.5 Bil. Term Loan B               BB-
   Recovery Rating                   2


CHINA NATURAL GAS: Reports $11-Mil. Net Income in 2012
------------------------------------------------------
China Natural Gas, Inc., filed its annual report on Form 10-K,
reporting net income of $11.0 million on $145.3 million of revenue
for the year ended Dec. 31, 2012, compared with net income of
$15.3 million on $124.2 million of revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$288.5 million in total assets, $84.3 million in total
liabilities, and stockholders' equity of $204.2 million.

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

Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural
Gas, Inc., was incorporated in the State of Delaware on March 31,
1999.  The Company through its wholly owned subsidiaries and
variable interest entity, Xi';an Xilan Natural Gas Co., Ltd., and
subsidiaries of its VIE, which are located in Hong Kong, Shaanxi
Province, Henan Province and Hubei Province in the People's
Republic of China ("PRC"), engages in sales and distribution of
natural gas and gasoline to commercial, industrial and residential
customers through fueling stations and pipelines, construction of
pipeline networks, installation of natural gas fittings and parts
for end-users, and conversions of gasoline-fueled vehicles to
hybrid (natural gas/gasoline) powered vehicles at 0ptmobile
conversion sites.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filed
against the Company by three of the Company's creditors, Abax
Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr.
S.D.N.Y. Case No. 13-10419).  The Petitioners claimed that they
have debts totaling $42,218,956.88 as a result of the Company's
failure to make payments on the 5% Guaranteed Senior Notes issued
in 2008.  The Company says it intends to oppose the motion.

Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP, in
Washington, D.C., represents the Petitioners as counsel.


COLDWATER PORTFOLIO: Evidentiary Hearing on Sale on May 28
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
authorized Coldwater Portfolio Partners LLC and U.S. Bank National
Association, as successor trustee for GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 2006-G G6, RBS Financial Products and Torchlight Loan
Services, as special servicer, to sell substantially all or any
portion of the Debtor's assets pursuant to Section 363 of the
Bankruptcy Code.

The Court-approved bidding procedures provides for, among other
things:

   1. The stalking horse bidder will be entitled to a 3% fee of
the amount of any winning cash bid at the auction;

   2. The potential bidder will comply with all reasonable
requests for additional information by the proponents or their
advisors regarding potential bidder's financial wherewithal to
consummate and perform obligations in connection with the sale;

   3. An evidentiary hearing to approve the sale of the properties
will be held on May 28, 2013, at 10 a.m.

A copy of the bidding procedures is available for free at
http://bankrupt.com/misc/COLDWATERPORTFOLIO_sale_order.pdf

The Bankruptcy Court was scheduled to convene a hearing April 9 to
consider approval for Coldwater's continued use of cash
collateral.

                    About Coldwater Portfolio

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.

There are two Plan submitted for Court approval. The Debtor's Plan
provides that the Debtor will reorganize with the help of
financing proposed by N3 retail Investors, LLC, as the plan
sponsor.  The Lenders' Plan provides for the orderly sale
or other disposition of the Debtor's Property and other assets,
the payment in full of all allowed administrative claims and
priority claims in the Chapter 11 case and guarantees that
unsecured trade creditors receive no less than a pro rata share of
$100,000.


COMMUNITY WEST: Reports $3.2 Million Net Income in 2012
-------------------------------------------------------
Community West Bancshares filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $3.17 million on $31.31 million of total interest income
for the year ended Dec. 31, 2012, as compared with a net loss of
$10.48 million on $36.51 million of total interest income in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $532.10
million in total assets, $479.05 million in total liabilities and
$53.05 million in total stockholders' equity.

                         Consent Agreement

On Jan. 26, 2012, the Bank, entered into a consent agreement with
the Office of the Comptroller of the Currency, the Bank's primary
banking regulator, which requires the Bank to take certain
corrective actions to address certain deficiencies in the
operations of the Bank, as identified by the OCC.

"While the Bank believes that it is in substantial compliance with
the OCC Agreement, no assurance can be given that the OCC will
concur with the Bank's assessment.  Failure to comply with the
provisions of the OCC Agreement may subject the Bank to further
regulatory action, including but not limited to, being deemed
undercapitalized for purposes of the OCC Agreement, and the
imposition by the OCC of prompt corrective action measures or
civil money penalties which may have a material adverse impact on
the Company's financial condition and results of operations."

On April 23, 2012, the Company entered into an agreement with the
Federal Reserve Bank of San Francisco.  Without admitting or
denying any alleged charges of unsafe or unsound banking practices
and any violations of law, the Company agreed to take corrective
actions to address certain alleged violations of law and/or
regulation, which included developing and submitting for
regulatory approval a cash flow projection of the Company's
planned sources and uses of cash for debt service, operating
expenses and other purposes.  The FRB accepted the cash flow
projection on July 10, 2012.

In accordance with the FRB Agreement, the Company requested the
FRB's approval to pay the dividend due on May 15, 2012, August 15,
2012, November 15, 2012 and February 15, 2013 on the Company's
Series A Preferred Stock.  Those requests were denied.

The Board and Management will continue to work closely with the
OCC and FRB to achieve compliance with the terms of both
agreements and improve the Company's and Bank's strength, security
and performance.

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

                        http://is.gd/JmZXrV

                       About Community West

Goleta, Calif.-based Community West Bancshares was incorporated in
the State of California on Nov. 26, 1996, for the purpose of
forming a bank holding company.  On Dec. 31, 1997, CWBC acquired a
100% interest in Community West Bank, National Association.
Effective that date, shareholders of CWB became shareholders of
CWBC in a one-for-one exchange.  The acquisition was accounted at
historical cost in a manner similar to pooling-of-interests.

Community West Bancshares is a bank holding company.  CWB is the
sole bank subsidiary of CWBC.  CWBC provides management and
shareholder services to CWB.


CORMEDIX INC: Gets NYSE MKT Listing Non-Compliance Notice
---------------------------------------------------------
CorMedix Inc. on April 11 disclosed that it received a notice from
the NYSE MKT on April 5, 2013 indicating that it is below listing
standard criteria.  In its Form 10-K for the fiscal year ended
December 31, 2012.  CorMedix reported stockholders' equity of less
than $2 million and did not meet certain of the NYSE MKT continued
listing standards as set forth in the NYSE MKT Company Guide.

Under NYSE MKT regulations, CorMedix must submit a plan of
compliance no later than May 6, 2013 to address how it intends to
regain compliance by October 20, 2013.  If that plan is accepted
by NYSE MKT, CorMedix may be able to continue its listing during
the 1003(a)(i) Plan Period, during which time CorMedix will be
subject to periodic review to determine whether it is making
progress consistent with the plan.

CorMedix received notice on April 20, 2012 from the NYSE MKT
informing it that CorMedix was below certain of the NYSE MKT's
continued listing standards due to financial impairment.  CorMedix
was afforded the opportunity to submit a plan to the NYSE MKT to
regain compliance and, on May 17, 2012, presented its plan to the
NYSE MKT.  On June 27, 2012, the NYSE MKT accepted CorMedix's plan
and granted it an extension until August 22, 2012 to regain
compliance with the continued listing standards.  On September 21,
2012, the NYSE MKT notified CorMedix that it granted CorMedix
another extension to January 31, 2013 and on February 1, 2013,
NYSE MKT notified that CorMedix was further granted extension
until April 15, 2013 to regain compliance with the continued
listing standards of the NYSE MKT.

If CorMedix is not in compliance with all of the NYSE MKT's
continued listing standards within the timeframes provided, or
does not make progress consistent with the prior plan or the new
plan to be submitted to the NYSE MKT during the respective plan
period, the NYSE MKT will initiate delisting proceedings.

"As we await the final review of a CE Mark for our lead product
Neutrolin(R), we are working diligently to address this deficiency
and manage our cash flow," said Randy Milby, CEO of CorMedix.  "We
anticipate compliance with the NYSE MKT listing standards from
additional financing we will seek after the anticipated receipt of
the CE Mark.  In addition, ND Partners, a large shareholder and
part of the Bollard Group, the grantors of our worldwide patent
estate, has agreed to allow us to defer the major milestone
payment due upon receipt of the CE Mark for up to one year in
order for us to prioritize resources for the planned launch of
Neutrolin(R)."

                           About CorMedix

CorMedix Inc. -- http://www.cormedix.com-- is a pharmaceutical
company that seeks to in-license, develop and commercialize
therapeutic products for the prevention and treatment of cardiac
and renal dysfunction, also known as cardiorenal disease.
CorMedix most advanced product candidate is CRMD003 (Neutrolin(R))
for the prevention of catheter related bloodstream infections and
maintenance of catheter patency in tunneled, cuffed, central
venous catheters used for vascular access in hemodialysis
patients.


CYANCO INTERMEDIATE: Moody's Assigns B2 CFR & Rates Term Loan B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Cyanco Intermediate Corporation and B2 ratings to its proposed
senior secured $400 million Term Loan B due 2020 and $15 million
senior secured revolving credit facility due 2018.

Proceeds from the term loan are expected to be used to refinance
the company's existing debt, fund a distribution to the sponsor
Oak Tree Capital Management, and pay expenses. This is a first
time rating for Cyanco. The outlook is stable.

The following summarizes the ratings activity:

Cyanco Intermediate Corporation

Ratings assigned:

Corporate family rating -- B2

Probability of default rating -- B2-PD

$400 million Sr Sec Term Loan B due 2020 -- B2 (LGD3, 49%)

$15 million Sr Sec Revolving Credit Facility due 2018 -- B2
(LGD3, 49%)

Outlook: Stable

Ratings Rationale:

Cyanco's B2 CFR reflects its elevated leverage (pro forma Debt /
EBITDA of 4.8x, including Moody's standard analytical adjustments
and adjustments for the new Houston plant), modest size, single
commodity product portfolio (sodium cyanide predominately sold to
the mining industry), concentrated customer base and limited
diversity of cash flows. The firm started its Houston plant in
2012 and has a limited history generating the higher profits
required to support its proposed high debt burden at the current
rating level. This is especially important due to the amount of
new capacity added to the global market in 2013, which could cause
prices and margins to decline.

The sodium cyanide market is a relatively small chemical market
with few users (predominately mining operations) that largely buy
through long-term contracts, such that there is only a small spot
market. As a result, there is little external visibility on sodium
cyanide market pricing and other conditions. The contracts are
generally not "take or pay" contracts such that revenues will
fluctuate based on customers' actual rate of production. Current
robust sodium cyanide market pricing has not been impacted by new
capacity coming onstream in 2012/13 (Cyanco added 78 thousand tons
or 7% of global capacity), which is expected to be equivalent to
12% of global capacity.

Cyanco does benefit from selling a product necessary for the gold
mining industry that is a relatively small part of its customers'
production costs and has limited substitution risk. Sodium cyanide
demand has been underpinned by increasing gold mine production
rates and the processing of lower grade ores, resulting in a
relatively tight sodium cyanide market and high margins for
producers. Cyanco's EBITDA margins (30% in 2012) are high for a
commodity chemical company and has allowed the firm to produce
strong retained cash flows. The company has significant market
shares in the markets it serves, a limited number of competitors
and the ability to contractually pass through volatile raw
material cost fluctuations. It benefits from on-purpose production
facilities that provide a more reliable supply to customers than
some competitors who produce sodium cyanide as a byproduct.

Cyanco has good liquidity primarily supported by its positive free
cash flow and $15 million cash flow revolver, which is expected to
be undrawn at the close of the new financing. In 2013, Moody's
expects the company to generate record revenues and EBITDA due to
the opening of the new Houston facility. Moreover, Moody's expects
the firm's cash flow to benefit from low capital expenditure
requirements and low working capital needs, once the new Houston
plant is operating at capacity. The new term loan facility has a
50% excess cash flow sweep mechanism and a net first lien leverage
covenant. The covenant for this facility has not be formalized,
but the company is expected to be comfortably in compliance.

The rating currently has limited upside due to elevated leverage
and the company's single commodity product business. Moody's could
consider upgrading the CFR after Cyanco established a track record
of operating its new capacity and if it maintained free cash flow
to debt in excess of 10% and reduced leverage below 3.75x on a
sustained basis. If Cyanco does not successfully operate its new
capacity and sell out the capacity or if leverage were to remain
above 5.0x on a sustained basis, the rating could be downgraded.

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

Cyanco, headquartered in Reno, Nevada, is a producer of a single
product, sodium cyanide, sold to the gold mining industry to
extract gold from ore. It has two manufacturing sites -- one in
Winnemucca, Nevada that services customers in the US, Canada and
Mexico and a plant in Houston, Texas (started in 2012) that
services US and export markets. It is owned by funds managed by
Oak Tree Capital Management, and had revenues of $153 million in
2012.


DELTA OIL: Incurs $480K Net Loss in 2012
----------------------------------------
Delta Oil & Gas, Inc., filed on April 1, 2013, its annual report
on Form 10-K for the year ended Dec. 31, 2012.

Excelsis Accounting Group, in Reno, Nev., expressed substantial
doubt about Delta Oil's ability to continue as a going concern,
citing the Company's recurring losses from operations.

The Company reported a net loss of $480,254 on $528,991 of revenue
in 2012, compared with a net loss of $66,446 on $1.2 million of
revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.8 million
in total assets, $75,105 in total liabilities, and stockholders'
equity of $1.7 million.

A copy of the Form 10-K is available at http://is.gd/pc7HBA

Headquartered in Vancouver, Canada, Delta Oil & Gas, Inc., was
incorporated under the laws of the State of Colorado on Jan. 9,
2001.  The Company is engaged in the acquisition, development and
production of oil and natural gas properties in North America.

The Company's current focus is on the exploration of its Core land
portfolio comprised of working interests in acreage in Eastern
Texas, King City, California and the Lonestar Prospect in Colusa
County, California.


DEX MEDIA WEST: 2014 Loan Trades at 24% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 76.04 cents-on-
the-dollar during the week ended Friday, April 12, 2013, a rise of
0.38 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 450 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Oct. 24, 2014.  The loan is one of the biggest gainers and losers
for the week ended April 12, among 238 widely quoted syndicated
loans with five or more bids in secondary trading.

              About R.H. Donnelley & Dex Media East

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter
11 protection (Bank. D. Del. Case No. 09-11833 through 09-11852)
on May 28, 2009.  They emerged from bankruptcy on Jan. 29, 2010.
On the Effective Date and in connection with its emergence from
Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.


DBSI INC: Bosses Charged With Lying About Firm's Finances
---------------------------------------------------------
A federal grand jury in Boise, Idaho, on Wednesday indicted the
former president and three top officers of bankrupt real estate
investment company DBSI Inc. on charges that they represented that
the company was profitable when it was actually using new investor
funds to pay returns to other investors, according to reporting by
Craig Karmin at Dow Jones' DBR Small Cap and Matthew Heller of
BankruptcyLaw360.

According to the Law360 report, the 83-count indictment includes
counts of conspiracy to commit securities fraud, wire fraud, mail
fraud and interstate transportation of stolen property arising out
of the collapse of DBSI, which filed for bankruptcy in November
2008.

                          About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.  On Nov. 10, 2008, and other
subsequent dates, DBSI and 180 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
DBSI estimated assets and debts between $100 million and
$500 million as of the Chapter 11 filing.

Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP, as its bankruptcy counsel.
Kurtzman Carson Consultants LLC is the Debtors' notice claims and
balloting agent.

Joshua Hochberg, a former head of the Justice Department fraud
unit, served as an Examiner and called the seller and servicer of
fractional interests in commercial real estate an "elaborate shell
game" that "consistently operated at a loss" in his report
released in October 2009.  McKenna Long & Aldridge LLP was counsel
to the Examiner.

On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order
appointing James R. Zazzali as Chapter 11 trustee for the Debtors'
estates.  On Oct. 26, 2010, the trustee won confirmation of the
Second Amended Joint Chapter 11 Plan of Liquidation for DBSI,
paving the way for it to pay creditors and avoid years of
expensive litigation over its complex web of affiliates.  The
plan, which was declared effective Oct. 29, 2010, was co-proposed
by DBSI's unsecured creditors committee.

Pursuant to the confirmed Chapter 11 plan, the DBSI Real Estate
Liquidating Trust was established as of the effective date and
certain of the Debtors' assets, including the Debtors' ownership
interest in Florissant Market Place was transferred to the RE
Trust.  Mr. Zazzali and Conrad Myers were appointed as the post-
confirmation trustees.  Messrs. Zazzali and Myers are represented
by lawyers at Blank Rime LLP and Gibbons P.C.


DEJOUR ENERGY: Incurs $11.8-Mil. Net Loss in 2012
-------------------------------------------------
BDO Canada LLP, in Calgary, Alberta, audited Dejour Energy Inc.'s
consolidated financial statements as of and for the fiscal year
ended Dec. 31, 2012.

The independent auditors noted: "Without qualifying our audit
opinion, we draw attention to Note 2 in the consolidated financial
statements that indicates that the Company has a working capital
deficiency of C$8,557,281, an accumulated deficit of
C$88,262,350 and was presented subsequent to year end with a
Commitment Letter for a new demand credit facility totaling
$5,950,000 comprised of a $3,700,000 revolving operating loan and
a $2,250,000 non-revolving demand loan.  The $2,250,000 non-
revolving demand loan is repayable by monthly installments of
$200,000 commencing March 25, 2013, and a final payment of
$1,450,000 on June 30, 2013.  These conditions, with the other
matters described in Note 2, indicate the existence of a material
uncertainty that may cast substantial doubt about the Company?s
ability to continue as a going concern."

The Company reported a net loss of C$11.75 million on total
revenues and other income of C$5.74 in 2012, compared with a net
loss of C$11.04 million on total revenues and other income of
$7.17 million in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
C$27.57 million in total assets, C$17.33 million in total
liabilities, and stockholders' equity of C$10.24 million.

A copy of the Company's consolidated financial statements for the
year ended Dec. 31, 2012, is available at http://is.gd/6v70S9

Based in Vancouver, Canada, Dejour Energy Inc. is an independent
oil and natural gas exploration and production company operating
projects in North America's Piceance Basin and environs
(approximately 129,000 net acres) and Peace River Arch regions
(approximately 8,500 net acres).  The Company is publicly traded
on the New York Stock Exchange MKT (NYSE MKT: DEJ) and Toronto
Stock Exchange (TSX: DEJ).


DIGITAL DOMAIN: Maturity Date of DIP Loans Extended to June 28
--------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware entered a fourth order amending the final
order authorizing DDMG Estate, f/k/a/ Digital Domain Media Group,
Inc., et al., to obtain postpetition financing to further extend
the maturity of the DIP Loans from lenders led by Hudson Bay
Master Fund Ltd. and use the cash collateral and use of cash
collateral from March 30 to June 28, 2013.  The DIP Loans and Cash
Collateral will be used in accordance to a budget.

A full-text copy of the Fourth Amended DIP Order and accompanying
budget is available for free at:

      http://bankrupt.com/misc/DIGITALdipord0410.pdf

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs. As
the result of a settlement negotiated by the unsecured creditors'
committee with secured lenders, there will be some recovery for
the committee's constituency.


DIGITAL DOMAIN: Seeks Extension of Exclusive Plan Filing Deadline
-----------------------------------------------------------------
DDMG Estate, f/k/a Digital Domain Media Group, Inc., and its
debtor affiliates ask the U.S. Bankruptcy Court for the District
of Delaware to further extend until July 8, 2013, the period by
which they have exclusive right to file a plan and until Sept. 3,
the period by which they exclusive right to solicit acceptances of
that plan.

The Debtors said the requested additional time will permit them to
finalize their ongoing litigation investigations and conclude the
winding up of their affairs.  The Debtors added that they are not
seeking an extension of time to pressure their creditors, but to
resolve pending matters and to continue to evaluate available
options relating to the resolution of their Chapter 11 cases.

A hearing on the request is scheduled for April 24, 2013, at 1:00
p.m.  Objections are due April 17.

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs. As
the result of a settlement negotiated by the unsecured creditors'
committee with secured lenders, there will be some recovery for
the committee's constituency.


DIGITAL GENERATION: S&P Retains 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its issue and recovery
ratings on Digital Generation Inc.'s amended $457.7 million
secured credit facility.  The corporate credit rating on Digital
Generation remains at 'B+' and the outlook is negative.  The
amended credit facility consists of a $50 million revolving credit
facility due 2016 and a $407.7 million term loan B due 2018.

S&P raised the issue-level rating to 'BB-' (one notch higher than
the corporate credit rating) from 'B+'.  At the same time, S&P
revised the recovery rating to '2', indicating its expectation for
substantial (70% - 90%) recovery of principal in a payment
default, from '3'.  The rating actions are based on the amended
credit agreement incorporating higher term loan amortization than
initially assumed.  The higher amortization results in lower
secured debt balance outstanding at a hypothetical default,
resulting in higher recovery of principal for debtholders.

The negative outlook is based on S&P's concerns that revenue
growth at its online segment won't be able to offset anticipated
decline at its TV segment.  More specifically, if S&P concludes
that Digital Generation won't be able to maintain flat revenues in
2013, it could lower the rating.  S&P expects overall online
advertising to grow steadily over the medium term as advertisers
allocate a greater portion of their marketing budgets to online
media.  With the difficult integration of MediaMind largely
complete, Digital Generation should be in a better position to
benefit from this favorable secular trend.  S&P is expecting high-
single-digit percentage growth in online segment revenues in 2013
before reaching double-digit percentage growth in 2014.  On the
other hand, S&P expects that Digital Generation's revenues from
electronic delivery of TV content will decrease at a mid-single-
digit percent rate over the medium term as price deterioration of
high definition (HD) delivery combined with volume decreases at
standard definition (SD) more than offset volume increases of HD
delivery.  For 2013, S&P's base case assumes flat revenue and
EBITDA as growth in online revenues offset the decline in TV
revenues.  Adjusted debt leverage (inclusive of $76 million in
operating lease adjustment) at the end of 2012 was 4.1x.  Based on
S&P's 2013 base case, it expects that adjusted debt leverage will
be near 3.5x by the end of 2013.

RATINGS LIST

Digital Generation Inc.
Corporate Credit Rating                 B+/Negative/--

Upgrade; Recovery Rating Revised

Digital Generation Inc.
                                         To           From
$457.7M secured credit facility         BB-          B+
   Recovery Rating                       2            3


EASTMAN KODAK: Time to Remove Civil Actions Moved to Aug. 11
------------------------------------------------------------
Eastman Kodak Co. obtained a court order giving the company
additional time to remove civil actions.  The court order extended
the deadline to Aug. 11, 2013, or 30 days after entry of a court
order terminating the automatic stay that was applied to the civil
actions.  As of Jan. 19, 2012, Kodak is involved in about 100
civil actions pending in U.S. federal and state courts.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EDISON MISSION: Court Sets June 17 as Claims Bar Date
-----------------------------------------------------
U.S. Bankruptcy Judge Jacqueline P. Cox set these deadlines for
filing proofs of claim in the Chapter 11 case of Edison Mission
Energy and its affiliated:

     * June 17, 2013, as the general deadline for Claimants (other
       than governmental units) to file prepetition claims;

     * June 17, 2013, as the deadline for governmental units to
       file prepetition claims; and

The Bar Date by which a Proof of Claim relating to the Debtors'
rejection of such contract or lease must be filed by the latest
of: (a) the General Bar Date; (b) 30 days after the date of the
entry of any order authorizing the rejection of an executory
contract or unexpired lease; and (c) 30 days after the effective
date of the rejection of executory contract or unexpired lease.

                       About Edison Mission

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

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

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

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

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

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

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

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


EDISON MISSION: Lease Decision Period Extended to July 15
---------------------------------------------------------
U.S. Bankruptcy Judge Jacqueline P. Cox has ordered that the time
period within which the Debtors must assume or reject unexpired
leases (other than the leveraged leases with respect to the
Debtors' Powerton Generating Station and Units 7 and 8 of the
Debtors' Joliet Generating Station) pursuant to section 365
(d)(4)(B)(i) of the Bankruptcy Code is extended through and
including July 15,2013.

The time period within which the Debtors must assume or reject the
Powerton-Joliet Leases pursuant to section 365(d)(4)(B)(i) of the
Bankruptcy Code is extended through and including July 1, 2013.

                       About Edison Mission

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

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

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

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

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

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

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

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


EDISON MISSION: Has Interim OK to Use Existing Cash Mgt. System
---------------------------------------------------------------
The Bankruptcy Court has authorized, in a second interim order,
Edison Mission Energy and its affiliates, to continue using their
existing cash management system and maintain existing bank
accounts business forms and investment practices.  The Debtors are
also authorized to continue intercompany transactions and grant
superpriority administrative expense status to postpetition
intercompany payments.

The final hearing on the motion is set on May 15, 2013, and
objections, if any, are due on May 8, 2013.

                       About Edison Mission

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

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

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

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

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

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

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

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


ESP RESOURCES: Incurs $5.1-Mil. Net Loss in 2012
------------------------------------------------
ESP Resources, Inc., filed on March 29, 2013, its annual report on
Form 10-K for the year ended Dec. 31, 2012.

The Company reported a net loss of $5.08 million on $18.09 million
of sales in 2012, compared with a net loss of $4.33 million on
$11.13 million of sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $8.27 million
in total assets, $8.54 million in total liabilities, and
stockholders' deficit of $266,488.

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

The Woodlands, Texas-based ESP Resources, Inc., through its
subsidiaries, manufactures, blends, distributes and markets
specialty chemicals and analytical services to the oil and gas
industry and also provides services for the upstream, midstream
and downstream sectors of the energy industry, including new
construction, major modifications to operational support for
onshore and offshore production, gathering, refining facilities
and pipelines designed to optimize performance and increase
operators' return on investment.


EURAMAX HOLDINGS: Incurs $36.7 Million Net Loss in 2012
-------------------------------------------------------
Euramax Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $36.76 million on $837.14 million of net sales for the
year ended Dec. 31, 2012, as compared with a net loss of $62.71
million on $933.67 million of net sales in 2011.  The Company
incurred a net loss of $38.54 million in 2010.

For the three months ended Dec. 31, 2012, the Company incurred a
net loss of $11.88 million on $195.49 million of net sales, as
compared with a net loss of $25.21 million on $219.66 million of
net sales for the quarter ended Dec. 30, 2011.

Euramax Holdings' balance sheet at Dec. 31, 2012, showed $594.42
million in total assets, $680.41 million in total liabilities and
a $85.99 million total shareholders' deficit.

President and CEO Mitchell B. Lewis commented, "Our 2012 financial
results were highlighted by a $1.1 million increase in operating
income driven by meaningful improvement from our U.S. segments.
Despite a continuation of relatively soft market demand and the
negative impact of severe drought conditions in 2012, operating
income for our U.S segments improved $6.8 million, or 47.6%.
Improvement resulted from modest recovery in end market demand in
our commercial construction, RV, and transportation markets and
our initiatives to pursue operations efficiency gains and achieve
procurement savings.  Our European operations continued to be
negatively impacted by the economic challenges in Europe, which
significantly impacted demand in our end markets in 2012.  In
addition to our continued emphasis on product and business
development, we continue to pursue organizational initiatives in
Europe to reduce operating costs and improve efficiency in
response to the current economic climate.  We expect these
European initiatives, combined with the improvement in our U.S.
operating results, will contribute to higher levels of operating
performance as our markets recover."

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

                         http://is.gd/gbni0t

                        About Euramax Holdings

Euramax Holdings Inc. is an international producer of metal and
vinyl products sold to the residential repair and remodel, non-
residential construction and recreational vehicle markets
primarily in North America and Europe.  It considers itself a
leader in several niche product categories, including preformed
roof-drainage products sold in the U.S., metal roofing and siding
for wood frame construction in the U.S., and aluminum siding for
towable RVs in the U.S. and Europe.

                           *     *     *

In December 2012, Moody's Investors Service downgraded Euramax
International's corporate family rating and probability of default
rating to Caa2 from Caa1.  The downgrade reflects Moody's
expectation that the turmoil in global financial markets and
weakness in Europe will continue to hamper Euramax's revenues and
operating margins as well as weaken key credit metrics.

Euramax carries a "B-" long-term debt ratings from Standard &
Poor's.


FLAT OUT: Committee Has Court's Nod to Hire Kelley Drye as Counsel
------------------------------------------------------------------
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 the law firm of Kelley Drye &
Warren LLP as counsel, nunc pro tunc to Feb. 15, 2013.

Kelley Drye will, among other things, assist and advise the
Committee in its consultation with the Debtors in connection with
the administration of these cases, at these hourly rates:

      Eric R. Wilson, Partner                 $670
      Robert L. LeHane, Partner               $610
      Benjamin D. Feder, Special Counsel      $645
      Casey B. Boyle, Associate               $480
      Catherine L. Thompson, Associate        $345
      Marie Vicinanza, Paralegal              $240

Eric R. Wilson, Esq., a partner at Kelley Drye, 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.

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


FLURIDA GROUP: Reports $155K Net Income in 2012
-----------------------------------------------
Flurida Group, Inc., filed on March 29, 2013, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2012.

Enterprise CPAs, Ltd., in Chicago, says that the Company's
customer concentration may raise doubt about its ability to
continue as a going concern.  As discussed in Note E of the
consolidated financial statements for the year ended Dec. 31,
2012: "Because of the concentration of the customer and supplier
base and Company's heavily reliance on the Electrolux and its
subsidiaries, Company may face the difficulty as going concern."

The Company's significant customers are Electrolux and its
subsidiaries located in various countries.

The Company reported net income of $155,091 on $16.0 million of
revenues in 2012, compared with net income of $200,501 on
$13.8 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $4.2 million
in total assets, $2.4 million in total liabilities, and
shareholders' equity of $1.8 million.

A copy of the Form 10-K is available at http://is.gd/48WsWY

Based in Chicago, Flurida Group, Inc.'s main business is the sale
of appliance parts in Asia, Europe, Australia, North and South
America.  The Company also sold stove, thermostat and other
electronic components in 2012.


FOUR OAKS: Incurs $5.4 Million Net Loss in Fourth Quarter
---------------------------------------------------------
Four Oaks Fincorp, Inc., the holding company for Four Oaks Bank &
Trust Company, unveiled the results for the fourth quarter ended
Dec. 31, 2012.  Four Oaks incurred a net loss of $5.4 million for
the fourth quarter as compared with a net loss of $3.1 million for
the same period a year ago.

The Company said its bank unit is well capitalized at Dec. 31,
2012, with total risk based capital of 10.20%, tier 1 risk based
capital of 8.93%, and leverage ratio of 5.01%.  At Dec. 31, 2011,
the Bank had total risk based capital of 9.88%, tier 1 risk based
capital of 8.70%, and leverage ratio of 5.68%.  The Company had
total risk based capital of 10.16%, tier 1 risk based capital of
5.92%, and leverage ratio of 3.33% at Dec. 31, 2012, as compared
to 10.54%, 7.25%, and 4.70%, respectively, at Dec. 31, 2011.

"We continue actively assessing our alternatives for preserving
and improving capital, which may include increasing tangible
common equity and regulatory capital, reducing our balance sheet,
or other strategies."

Chairman, President, and Chief Executive Officer, Ayden R. Lee,
Jr. states, "While we recognize the benefits to capital and
operating costs of selling our most southern branches, we will
nonetheless miss the opportunity to work with the customers and
banking professionals from those offices.  Loan losses and the
expense of carrying high levels of nonperforming assets (NPAs)
continued to erode our earnings in 2012.  Our special assets team
is diligently working to reduce NPAs either by returning them to
performing status or moving them off our books.  We applaud the
improvements to date and anticipate further improvements over the
coming months.  We truly appreciate the opportunity to serve our
customers as an independent community bank, as we have done for
over 100 years."

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

                        http://is.gd/KCPquL

                          About Four Oaks

Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is
the bank holding company for Four Oaks Bank & Trust Company.  The
Company has no significant assets other than cash, the capital
stock of the bank and its membership interest in Four Oaks
Mortgage Services, L.L.C., as well as $1,241,000 in securities
available for sale as of Dec. 31, 2011.

Four Oaks incurred a net loss of $6.96 million in 2012, as
compared with a net loss of $9.09 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $865.49 million in total
assets, $842.82 million in total liabilities and $22.67 million in
total shareholders' equity.

The Company, in its annual report for the year ended Dec. 31,
2012, said, "The Company and the Bank entered into a formal
written agreement (the "Written Agreement") with the Federal
Reserve Bank of Richmond ("FRB") and the North Carolina Office of
the Commissioner of Banks ("NCCOB") that imposes certain
restrictions on the Company and the Bank. . . .  A material
failure to comply with the Written Agreement's terms could subject
the Company to additional regulatory actions and further
restrictions on its business, which may have a material adverse
effect on the Company's future results of operations and financial
condition."

"In order for the Company and the Bank to maintain its well
capitalized position under federal banking agencies' guidelines,
management believes that the Company may need to raise additional
capital to absorb the potential future credit losses associated
with the disposition of its nonperforming assets.  Management is
in the process of evaluating various alternatives to increase
tangible common equity and regulatory capital through the issuance
of additional equity.  The Company is also working to reduce its
balance sheet to improve capital ratios and is actively evaluating
a number of capital sources, asset reductions and other balance
sheet management strategies to ensure that the projected level of
regulatory capital can support its balance sheet long-term.  There
can be no assurance as to whether these efforts will be
successful, either on a short-term or long-term basis. Should
these efforts be unsuccessful, the Company may be unable to
discharge its liabilities in the normal course of business.  There
can be no assurance that the Company will be successful in any
efforts to raise additional capital during 2013," the Company
said.


GEOKINETICS INC: U.S. Trustee's Plan Objection Filed
----------------------------------------------------
BankruptcyData reported that the U.S. Trustee assigned to the
Geokinetics case filed with the U.S. Bankruptcy Court an objection
to the Debtors' Modified Joint Chapter 11 Plan of Reorganization,
stating that, "the Plan is not presently confirmable because it
contains an exculpation provision that is contrary to applicable
law in this District."

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

The Court is scheduled to consider both the Disclosure Statement
and Plan on April 25, 2013.

                       About Geokinetics Inc.

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

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

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


GENERAL MOTORS: New York, Old GM in $5.5MM Environmental Deal
-------------------------------------------------------------
Debbie Cai, writing for Dow Jones Newswires, reported that the
U.S. and New York State have entered into a $5.5 million
settlement with the former General Motors Corp. (GM), now referred
to as Old GM, for environmental liabilities at a site contaminated
with hazardous substances in New York, the Justice Department
said.

According to the report, the agreement with the trust responsible
for winding up the affairs of Chapter 11 debtor Motors Liquidation
Company, concerns environmental liabilities for damages to natural
resources at the Onondaga Lake Superfund site in Onondaga County,
N.Y.. It was lodged in Manhattan bankruptcy court on Monday,
according to the U.S. Attorney for the Southern District of New
York.

Dow Jones related that the agreement is the 13th and final
agreement in a series of settlements resolving the environmental
obligations and liabilities of Old GM, according to the statement.
Those settlements have collectively resulted in recoveries or
allowed claim amounts totaling about $904.5 million.

According to a claim filed by the U.S. in the Old GM bankruptcy,
Old GM for over four decades molded, painted, finished and
assembled metal and plastic automobile parts at its Inland Fisher
Guide facility, which was adjacent to a tributary of Onondaga
Lake, the report related. The U.S. alleged that Old GM discharged
hazardous substances including PCBs, or polychlorinated biphenyl,
that resulted in significant contamination.

                     About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

General Motors Corp. and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31, 2011.


GIBRALTAR KENTUCKY: Sale Hearing Continued to April 19
------------------------------------------------------
The hearing on the sale of substantially all of the assets of
Gibraltar Kentucky Development, LLC, is continued to April 19,
2013, at 1:30 p.m.  Proceeds from the sale of the Debtor's assets
will be used to fund its plan of reorganization.

                     About Gibraltar Kentucky

Gibraltar Kentucky Development, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 12-13289) on Feb. 10, 2012, in
West Palm Beach, Florida.  Palm Beach Gardens-based Gibraltar
Kentucky says that it is not a small business debtor under 11
U.S.C. Sec. 101(51D).  Documents attached to the petition indicate
that McCaugh Energy LLC owns 42.15% of the "fee simple"
securities.  The Chapter 11 case was converted to one under
Chapter 7.

According to the Web site http://www.gibraltarenergygroup.com/
Gibraltar Kentucky is part of the Gibraltar Energy Group.  The
various companies of the group are involved with the drilling,
development and production of oil and gas, as well as, the sale of
coal and timber.  Offices are in Michigan and Florida and
investments are in Michigan and Kentucky.

Judge Erik P. Kimball presides over the case.  David L. Merrill,
Esq., at Talarchyk Merrill, LLC, serves as the Debtor's counsel.
The Debtor disclosed $175,395,449 in assets and $1,193,516 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Bill Boyd, as manager.

Steven R. Turner, Trustee for Region 21, has informed the Court
that, until further notice, he will not appoint a committee of
creditors.


GLOBAL CLEAN: Incurs $3.3-Mil. Net Loss in 2012
-----------------------------------------------
Global Clean Energy Holdings, Inc., filed on March 29, 2013, its
annual report on Form 10-K for the year ended Dec. 31, 2012.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah,
expressed substantial doubt about Global Clean's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred significant losses from current
operations, used a substantial amount of cash to maintain its
operations and has a large working capital deficit.

The Company reported a net loss of $3.3 million on $1.1 million of
total revenue in 2012, compared with a net loss of $779,118 on
$1.3 million of total revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $19.5 million
in total assets, $15.1 million in total liabilities, and
shareholders' equity of $4.4 million.

A copy of the Form 10-K is available at http://is.gd/E3MOYv

Long Beach, Cal.-based Global Clean Energy Holdings, Inc., is a
multi-national, energy agri-business focused on the development of
non-food based bio-feedstocks.


GMX RESOURCES: U.S. Trustee Forms 7-Member Creditors Committee
--------------------------------------------------------------
U.S. Trustee Richard A. Wieland has appointed seven entities to
the Official Committee of Unsecured Creditors in the Chapter 11
cases of GMX Resources Inc., et al.:

      1. Bank of New York Mellon
         601 Travis Street, 16th Floor
         Houston, TX 77002
         Representative: Dennis Roemlein
         Telephone: 713-483-6531

      2. Penn Virginia Corporation
         840 Gessner, Suite 800
         Houston, TX 77024
         Representative: John Brooks
         Telephone: 713-722-6545

      3. MBI Energy Logistics LLC
         12980 35th Street SW
         Belfield, ND 58622
         Representative: Tony Hauck
         Telephone: 701-575-8242

      4. East Texas Exploration, LLC
         775 W. Covell Road, Suite 100
         Edmond, OK 73003
         Representative: Terry Shyer
         Telephone: 405-562-9222

      5. Pyramid Tubular Products, L.P.
         2 Northpoint Drive, Suite 610
         Houston, TX 77060
         Representative: Kenneth Richmond
         Telephone: 281-405-8090

      6. C&J Energy Services, Inc.
         10375 Richmond Ave, Suite 1910
         Houston, TX 77042
         Representative: Mark Cashiola
         Telephone: 713-260-9910

      7. Dual Trucking and Transport, LLC
         P.O. Box 590
         Houma, LA 70361
         Representative: Walter Berry
         Telephone: 985-223-8878

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City.  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 balances sheet at Sept. 30, 2012, showed $343.14
million in total assets and $467.64 million in total liabilities.

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.

As of the Petition Date, GMXR had long-term debt of approximately
$427 million (outstanding principal amount):

                                                Outstanding
                                                 Principal
                                                 ---------
Senior Secured Notes due December 2017         $324,340,000
Senior Secured Second-Priority Notes due 2018   $51,500,000
Convertible Senior Notes due May 2015           $48,296,000
Senior Notes due February 2019                   $1,970,000
Joint Venture Financing                          $1,261,000
                                               ------------
    Total                                      $427,367,000

The Debtors tapped Andrews Kurth, LLP, as bankruptcy counsel,
Crowe & Dunlevy as conflicts counsel, Jefferies LLC as investment
banker, and Epiq Bankruptcy Solutions LLC, as claims and notice
agent.


GMX RESOURCES: Final DIP Hearing on April 18
--------------------------------------------
GMX Resources Inc. and its affiliates on April 18 will seek final
approval of their request to obtain up to $50 million of
postfinancing from certain secured noteholders.  Objections to the
request to access financing and use the prepetition lenders' cash
collateral are due April 13.

Bankruptcy Judge Sara A. Hall on April 3 granted interim approval
of the DIP financing, allowing the Debtors to access $20 million
in the interim.  A copy of the order is available for free at
http://bankrupt.com/misc/GMX_Interim_DIP_Order.pdf

GMXR reached an agreement with certain holders of the senior
secured notes to provide DIP financing of up to $50 million to
fund a process for the orderly sale of the Debtors' assets
pursuant to Section 363 of the Bankruptcy Code.

The salient terms of the DIP financing agreement are:

    * The DIP Facility will be comprised of a super-priority
priming multi-draw term loan facility in an aggregate principal
amount of up to $50 million.

    * The DIP Facility commitment is backstopped by one or more
entities or accounts managed by Chatham Asset Management, LLC, GSO
Capital Partners, Omega Advisors, Inc., and Whitebox Advisors LLC.
The backstop lenders currently hold or manage in the aggregate
slightly more than 80% of the outstanding amount of the senior
secured notes.

    * Cantor Fitzgerald Securities serves as administrative and
collateral agent.

    * The DIP Lenders will be granted a perfected first priority
lien in the proceeds of any avoidance action brought pursuant to
Section 502(d), 544, 545, 547, 548, 549, 550 and 553 of the
Bankruptcy Code.

    * Borrowings under the DIP facility will be repaid in full,
and the commitments thereunder will terminate, on the earliest to
occur of (i) the six-month anniversary of the Petition Date, (ii)
the date a Sale Transaction has been consummated, (iii)
substantial consummation of a plan of reorganization that has been
confirmed by an order of the Bankruptcy Court and (iv)
acceleration of the DIP facility.

    * The Debtors are required to achieve these milestones: (i)
the Debtors will use commercially reasonable efforts to file the
sale motion within 20 days following the Petition Date; (ii) the
bid procedures proposed by the sale motion will have been approved
by the Court within 30 days after filing the sale motion; (iii) an
order approving the sale of GMXR's assets will have been entered
within 75 days following the entry of the bankruptcy court order
approving the bid procedures; and (iv) the transaction approved by
the sale order will have been consummated within 15 days of the
entry of the sale order.

    * To account for the diminution in value of their collateral,
the first lien lenders will receive adequate protection liens,
superpriority claims, and payment of unpaid interest, and second
lien lenders will receive adequate protection liens and
superpriority claims.

A copy of the DIP Credit Agreement is available for free at:

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

                          Objections

East Texas Exploration, LLC, and EDF Trading North America, LLC,
have conveyed limited objections to the Debtors' motion.

East Texas Exploration, owner of certain oil and gas properties,
asserts secured and senior reclamation rights and priority rights
under 11 U.S.C. Sec. 503(b)(9).  It does no consent to the use of
its cash collateral.

EDF, which entered into an agreement for the sale of hydrocarbons
and material commodity hedge agreements with the Debtors
prepetition, says that cash collateral to be accessed by the
Debtors should not include proceeds from the sale, and that
property previously conveyed to EDF should be excluded from the
collateral being pledged to the DIP lenders.

                     Other First Day Motions

On April 3, the bankruptcy judge approved other first day motions
filed by the Debtors.  GMX obtained approval to, among other
things, pay prepetition claims of royalty interest owners, lien
claimants and employees.

The Debtors sought authority to pay in the ordinary course of
business up to $18 million for all undisputed, liquidated,
prepetition amounts owing with respect to: (i) non-operating
working interest owners; (ii) operators for unpaid joint-interest
billings and similar claims ("JIBs"); and (iii) third parties,
including vendors, contractors, drillers, haulers and suppliers of
oil and gas related services who may have, or may be entitled to,
liens under applicable state law.  The Debtors also requested
authority to pay up to $1.5 million for critical vendor payments
to two seismic data providers that do not have statutory liens.

The interim order provides that payments lien claimants will be
limited to the AP Payment line item in the weekly cash flow budget
for the weeks ending April 5 and April 12, 2013.  The relief
requested authorizing the Debtors to pay amounts to lien claimants
in excess of the interim cap and authorizing the Debtors to pay
the critical vendors payments will be set for hearing on April 18,
2013 at 1:30 p.m. (CT).

The Debtors sought authority to pay royalty owed to mineral owners
that are parties to oil and gas leases with the Debtors totaling
up to $4.0 million.  On average the Debtors pay $1.3 million to
royalty interest holders in Texas and $400,000 to royalty interest
holders outside of Texas (mostly in North Dakota and Montana)
monthly.

At the Debtors' behest, the Court has extended by 18 days, through
May 3, 2013, the deadline for the Debtors to file their schedules
of assets and liabilities and statements of financial affairs.

                        Parties' Attorneys

EDF Trading North America is represented by:

         Timothy D. Kline, Esq.
         PHILLIPS MURRAH P.C.
         Corporate Tower, 13th Floor
         101 N. Robinson Ave.
         Oklahoma City, OK 73102
         Tel: (405) 235-4100
         Fax: (405) 235-4133

              - and -

         Tom A. Howley, Esq.
         JONES DAY
         717 Texas Avenue, Suite 3300
         Houston, TX 77002
         Tel: (832) 239-3939
         Fax: (832) 239-6000

East Texas Exploration is represented by:

         Stephen J. Moriarty, Esq.
         Doneen Douglas Jones, Esq.
         FELLERS, SNIDER, BLANKENSHIP, BAILEY & TIPPENS
         100 North Broadway, Suite 1700
         Oklahoma City, OK 73102-8820
         Tel: (405) 232-0621
         Fax: (405) 232-9659

Cantor Fitzgerald Securities, the DIP agent, is represented by:

         Steven B. Smith, Esq.
         EDWARDS WILDMAN PALMER LLP,
         750 Lexington Avenue
         New York, NY 10002

The Steering Committee of Prepetition First Lien Noteholders and
the Back-Stop Lenders are represented by:

         Andrew Rosenberg, Esq.
         Brian Hermann, Esq.
         PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
         1285 Avenue of the Americas
         New York, NY 10019-6064

              - and -

         Steven Bugg, Esq.
         McAFEE & TAFT
         Two Leadership Square, 211 N. Robinson
         Oklahoma City, Oklahoma 73102,

Certain prepetition Second Lien Noteholders are represented by
Brown Rudnick, LLP.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City.  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 balances sheet at Sept. 30, 2012, showed $343.14
million in total assets and $467.64 million in total liabilities.

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.

As of the Petition Date, GMXR had long-term debt of approximately
$427 million (outstanding principal amount):

                                                Outstanding
                                                 Principal
                                                 ---------
Senior Secured Notes due December 2017         $324,340,000
Senior Secured Second-Priority Notes due 2018   $51,500,000
Convertible Senior Notes due May 2015           $48,296,000
Senior Notes due February 2019                   $1,970,000
Joint Venture Financing                          $1,261,000
                                               ------------
    Total                                      $427,367,000

The Debtors tapped Andrews Kurth, LLP, as bankruptcy counsel,
Crowe & Dunlevy as conflicts counsel, Jefferies LLC as investment
banker and Epiq Bankruptcy Solutions, LLC as claims and notice
agent.


GMX RESOURCES: 341(a) Meeting of Creditors on May 6
---------------------------------------------------
There's a meeting of creditors in the Chapter 11 cases of GMX
Resources Inc. and its affiliates on May 6, 2013, at 2:00 p.m.
The meeting will be held at 1st Floor, Room 113, 215 Dean A. McGee
Avenue, Oklahoma City, OK.

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.


GMX RESOURCES: Proposes Jefferies as Investment Banker
------------------------------------------------------
GMX Resources Inc. and its affiliates seek approval to employ
Jefferies LLC as investment banker.

The professional services that Jefferies will render to the
Debtors may include, without limitation, the following:

(a) Investment banking and advisory services: provide advice and
     assistance to the Debtors in connection with analyzing,
     structuring, negotiating and effecting, and acting as
     exclusive financial advisor to the Debtors in connection
     with, any restructuring of the Debtors' outstanding
     indebtedness.

(b) Financial advisory services:

      (i) familiarize itself with, to the extent that Jefferies
          deems appropriate, and analyze the business, operations,
          properties, financial condition and prospects of the
          Debtors;

     (ii) advise the Debtors on the current state of the
          "restructuring market";

    (iii) assist and advise the Debtors in developing the terms of
          and a general strategy for accomplishing a
          restructuring;

     (iv) assist and advise the Debtors in implementing a
          restructuring;

      (v) assist and advise the Debtors in evaluating and
          analyzing a restructuring, including the value of the
          securities or debt instruments, if any, that may be
          issued in any such restructuring; and

     (vi) render other financial advisory services as may from
          time to time be agreed upon by the Debtors and
          Jefferies.

The Debtors believe that Jefferies does not hold any interest
adverse to the Debtors' estates and is a "disinterested person" as
that term is defined in 11 U.S.C. Section 101(14).

The Debtors will compensate Jefferies in accordance with this
compensation structure:

  (a) Monthly Fee.  A monthly advisory fee equal to $125,000 per
      month.  The first three monthly fee payments actually paid
      to Jefferies will be credited against any Restructuring Fee;

  (b) Restructuring Fee.  Upon consummation of a Restructuring, a
      restructuring fee in an amount equal to $2 million;

  (c) Debt Financing Fee.  Promptly upon the closing of each
      Financing involving Debt Securities or Bank Debt, a fee
      equal to 1.0% of the aggregate principal amount of any
      secured debt, and 3.0% of the aggregate principal amount of
      any unsecured debt; provided, however, that Jefferies shall
      not receive any fee in connection with any debtor-in-
      possession financing; provided, further, that upon any
      Financing incurred in connection with the Debtors' exit from
      bankruptcy, Jefferies will only receive a Debt Financing
      Fee on amounts in excess of the DIP Financing then
      outstanding; and

  (d) Equity Financing Fee.  Promptly upon the closing of each
      Financing involving Equity Securities, the Company shall pay
      to Jefferies a fee in an amount equal to 5.0% of the
      aggregate gross proceeds received or to be received from the
      sale of Equity Securities, including, without limitation,
      aggregate amounts committed by investors to purchase Equity
      Securities.

Additionally, the Debtors have agreed to reimburse Jefferies for
all out-of-pocket expenses.

The Court granted interim approval of the application.  If no
objections are filed within 21 working days after April 3, the
order will become a final order.

                          Prepetition Effort

GMXR said that prior to the Petition Date, it sought to raise
capital through debt and equity offerings but was unsuccessful.
In January 2013, Credit Suisse was retained by GMXR and attempted
to raise $75 million in common stock and $75 million in
convertible senior notes by targeting approximately 30 potential
investors.  Approximately 14 of the 30 potential investors signed
non-disclosure agreements to conduct due diligence.  There were
face-to-face meetings with 9 of the potential investors.  There
was insufficient interest to consummate any convertible notes or
equity transaction.

On Feb. 8, 2013, Jefferies was retained by GMXR in an attempt to
raise $25 million or greater in common stock and $75 million or
greater in convertible senior notes by targeting approximately 70
potential but different investors.  Approximately 25 of the 70
potential investors signed non-disclosure agreements to conduct
due diligence.  There were face-to-face meetings with 9 of the
potential investors.  Again, there was insufficient interest to
consummate any convertible notes or equity transaction.

In addition to engaging Credit Suisse and Jefferies, GMXR sought
the assistance of two additional investment banking firms that
chose not to pursue fund raising activities on behalf of GMXR.

On March 4, 2013, GMXR elected not to make an interest payment due
on its Second-Priority Notes. This missed payment triggered a
number of cross defaults under the indentures for the Senior
Secured Notes and the 4.50% Convertible Notes.

GMXR said it filed the chapter 11 cases to preserve its going
concern value as it moves forward with the marketing, auction and
sale process of substantially all of its assets.

After good-faith, arm's-length negotiations, GMXR reached an
agreement with certain holders of the Senior Secured Notes to
provide DIP financing to fund the orderly sale of its assets,
subject to a marketing and auction process, pursuant to Section
363 of the Bankruptcy Code.  As part of the proposed sale, the
Backstop Lenders will pursue a "stalking horse" credit bid for the
Company's assets, subject to higher and better offers.

The "Backstop Lenders" are, collectively, one or more entities or
accounts managed by Chatham Asset Management, LLC, GSO Capital
Partners, Omega Advisors, Inc., and Whitebox Advisors LLC.  They
hold or manage in the aggregate slightly more than 80% of the
outstanding amount of the Senior Secured Notes.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City.  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 balances sheet at Sept. 30, 2012, showed $343.14
million in total assets and $467.64 million in total liabilities.

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.

As of the Petition Date, GMXR had long-term debt of approximately
$427 million (outstanding principal amount):

                                                Outstanding
                                                 Principal
                                                 ---------
Senior Secured Notes due December 2017         $324,340,000
Senior Secured Second-Priority Notes due 2018   $51,500,000
Convertible Senior Notes due May 2015           $48,296,000
Senior Notes due February 2019                   $1,970,000
Joint Venture Financing                          $1,261,000
                                               ------------
    Total                                      $427,367,000

The Debtors tapped Andrews Kurth, LLP, as bankruptcy counsel,
Crowe & Dunlevy as conflicts counsel, Jefferies LLC as investment
banker and Epiq Bankruptcy Solutions, LLC as claims and notice
agent.


HAWAII NUI BREWING: Mehana & Hawaii Nui Beer Maker Files Ch.11
--------------------------------------------------------------
The Honolulu Star Advertiser reports that Hilo-based Hawaii Nui
Brewing LLC, maker of Mehana and Hawaii Nui, filed Chapter 11
bankruptcy on April 10, citing assets between $100,000 and
$500,000, and debts between $1 million and $10 million.

Andy Baker, Hawaii Nui's president, told the newspaper that the
company ran into financial difficulties after experiencing double-
digit growth during the past six months.  He noted that the beer
brands are doing very well and the company needs to reorganize to
bring in additional capital to sustain the growth.

The Honolulu Star Advertiser also reports that Mr. Baker said a
lender that has committed funding to keep the brewery operational
during the bankruptcy also aims to acquire ownership of the
company.


HERITAGE CIRCLE: Court Won't Set Aside Default Judgment v. Taylors
------------------------------------------------------------------
M.D. North Carolina District Judge James A. Beaty, Jr., denied a
Motion to Set Aside Default Judgment and a Motion for Stay of
Execution of Judgment filed by Michael P. Taylor and Marlene
Taylor in the lawsuit, WELLS FARGO BANK, N.A., Plaintiff, v.
HERITAGE CIRCLE, LLC, KENSINGTON PARK, LLC, OAKWOOD #1, LLC,
OAKWOOD #2, LLC, MICHAEL P. TAYLOR, and MARLENE TAYLOR,
Defendants, No. 1:10CV674 (M.D. N.C.).

On Sept. 3, 2010, Citibank, N.A., the predecessor in interest of
Wells Fargo filed the Complaint, asserting claims against the
Defendants for Breach of Note, Breach of Guaranty, and Appointment
of Receiver.  On Sept. 8, 2010, civil summonses were issued to the
Taylors.  The Taylor Defendants did not answer the Complaint or
otherwise defend the claims against them.

As a result, the Plaintiff filed a Motion for Entry of Default on
Aug. 18, 2011, and Default was entered against them just days
later on Aug. 22.  Thereafter, the Plaintiff filed its first
Motion for Default Judgment against the Taylor Defendants.
However, the Court denied the Plaintiff's first Motion for Default
Judgment without prejudice to refiling "after the Bankruptcy Court
for the District of Nevada has resolved the motions before it
related to the proceedings against the [Taylor Defendants]."
Following resolution of relevant matters before the Bankruptcy
Court, the Plaintiff filed a Renewed Motion for Default Judgment
in District Court.  Thereafter, on Jan. 18, 2012, the Court
granted the Plaintiff's Renewed Motion and entered a Default
Judgment against the Taylor Defendants in the amount of
$3,306,649, plus interest.

On Oct. 4, 2012, nearly nine months after the Court entered the
Default Judgment against them, the Taylor Defendants filed their
Motion to Set Aside Default Judgment.  In their Motion, the Taylor
Defendants contend that the Default Judgment is void for lack of
personal jurisdiction because the Plaintiff failed to properly
serve the Taylor Defendants with the Complaint and Summons in this
case.  The Taylor Defendants contend that neither Michael nor
Marlene signed the Federal Express delivery receipts attached to
FedEx's Affidavit of Service.

The District Court, however, held that based on the information
contained in and attached to the Plaintiff's Affidavit of Service,
the Plaintiff has made a showing on the face of the record of
compliance with the requirements for proof of service under North
Carolina law.  Therefore, the presumption of valid service applies
in this case.

Moreover, the Court notes that to the extent that the Taylor
Defendants have presented evidence purporting to show that neither
Defendant Michael Taylor nor Defendant Marlene Taylor signed the
delivery receipts, such evidence, alone, is insufficient to rebut
the presumption of valid service.  Taylor Defendants had notice of
the litigation well before the Default Judgment was entered
against them, and the Taylor Defendants have provided no evidence
to the contrary.

Defendants Heritage Circle LLC, Oakwood #1 LLC, and Oakwood #2 LLC
filed for Chapter 11 relief in September 2010.  The Taylor
Defendants were not parties to the bankruptcies.  However, prior
to the Plaintiff filing its first Motion for Default Judgment, the
LLC Defendants made a request before the Bankruptcy Court to
modify the Bankruptcy Plan to preclude further proceedings in the
District Court against the Taylor Defendants.  The District Court
denied the Plaintiff's first Motion for Default Judgment without
prejudice to refiling after resolution of the Bankruptcy motions
related to the Taylor Defendants.  Then, the Bankruptcy Court
denied the LLC Defendants' request.

A copy of the Court's April 8, 2013 Memorandum Opinion and Order
is available at http://is.gd/5IZyeVfrom Leagle.com.

Heritage Circle, LLC, based in Zephyr Cove, Nevada, filed for
Chapter 11 bankruptcy (Bankr. D. Nev. Case No. 10-53960) on
Sept. 30, 2010.  Judge Gregg W. Zive presided over the case.
Kevin A. Darby, Esq., at Darby Law Practice, Ltd., served as
counsel to the Debtor.  The Debtor scheduled assets of $1,106,877
and liabilities of $3,423,014.  A list of the Company's 10 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/nvb10-53960.pdf

Affiliates that separately filed Chapter 11 petitions on the same
day are Nevada Royale, LLC; Oakwood #1 LLC; and Oakwood #2 LLC.


HIGH PLAINS: Pure Cycle Ends Property Mgt. Deal After Default
-------------------------------------------------------------
Pure Cycle Corporation on April 12 disclosed that as of August 31,
2012, the Company terminated a property management agreement with
High Plains A&M, LLC, after HP A&M defaulted on certain promissory
notes due to third parties.

Levels of cash, cash equivalents and marketable securities
increased as a result of the foreclosure sale of 1.5 million
shares of Pure Cycle common stock owned by HP A&M pledged to
secure the payment and performance by HP A&M of the promissory
notes, which were partially offset by cash payments to acquire
certain of the promissory notes defaulted upon by HP A&M.

The disclosure was made in Pure Cycle's earnings release for the
six months ended February 28, 2013 and February 29, 2012, a copy
of which is available for free at http://is.gd/EAzTf0


HIGHLANDS BANKSHARES: Reports $2 Million Net Income in 2012
-----------------------------------------------------------
Highlands Bankshares, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $2.02 million on $25.15 million of total interest income
for the year ended Dec. 31, 2012, as compared with a net loss of
$6.51 million on $27.15 million of total interest income in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $592.49
million in total assets, $562.02 million in total liabilities and
$30.47 million in total stockholders' equity.

According to the Company, "The Bank met the requirements at
December 31, 2012 to be classified as 'well-capitalized.'  This
classification is determined solely for the purposes of applying
the prompt corrective action regulations and may not constitute an
accurate representation of the Bank's overall financial
condition."

On October 13, 2010, the Company and its bank unit entered into a
written agreement with the Federal Reserve Bank of Richmond.
Under the terms of the Written Agreement, the Bank has agreed to
develop and submit to the Reserve Bank for approval within the
time periods specified therein written plans or programs to
strengthen board oversight of the management and operations of the
Bank; strengthen credit risk management and administration;
provide for the effective grading of the Bank's loan portfolio;
summarize the findings of its review of the adequacy of the
staffing of its loan review function; improve the Bank's position
with respect to loans, relationships, or other assets in excess of
$500,000 that currently are or in the future become past due more
than 90 days, on the Bank's problem loan list, or adversely
classified in any report of examination of the Bank; review and
revise the Bank's methodology for determining the allowance for
loan and lease losses and maintain an adequate ALLL; maintain
sufficient capital at the Company and the Bank; establish a
revised written contingency funding plan; establish a revised
written strategic and capital plan; establish a revised investment
policy; improve the Bank's earnings and overall condition; revise
the Bank's information technology program; establish a disaster
recovery and business continuity program; and, establish a
committee to monitor compliance with all aspects of the written
agreement.  Further, both the Company and the Bank have agreed to
refrain from declaring or paying dividends without prior
regulatory approval.  The Company has agreed that it will not take
any other form of payment representing a reduction in Bank's
capital or make any distributions of interest, principal or other
sums on subordinated debentures or trust preferred securities
without prior regulatory approval.  The Company also has agreed
not to incur, increase or guarantee any debt or not to purchase or
redeem any shares of its stock without prior regulatory approval.

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

                        http://is.gd/9rX6mx

                    About Highlands Bankshares

Abingdon, Va.-based Highlands Bankshares, Inc., is a one-bank
holding company organized under the laws of Virginia in 1995 and
registered under the Federal Bank Holding Company Act of 1956.
The Company conducts the majority of its business operations
through its wholly-owned bank subsidiary, Highlands Union Bank.
The Company has two direct subsidiaries as of Dec. 31, 2011: the
Bank, which was formed in 1985, and Highlands Capital Trust I, a
statutory business trust (the "Trust") which was formed in 1998.

The Bank is a Virginia state chartered bank that was incorporated
in 1985.  The Bank operates a commercial banking business from its
headquarters in Abingdon, Virginia, and its thirteen area full
service branch offices.


INFOGROUP INC: New Debt Amendment No Impact on Moody's 'B2' CFR
---------------------------------------------------------------
Moody's reports that Infogroup, Inc.'s proposed amendment to its
credit agreement is modestly credit positive but does not
currently impact its B2 Corporate Family Rating, B3-PD probability
of default rating, B2 senior secured credit facility rating or the
negative ratings outlook.

Infogroup Inc. is a large-scale provider of proprietary business
and consumer data, data processing and multi-channel marketing
services. The company's products and services are used by clients
for identifying prospective customers, initiating direct mail and
e-mail campaigns to prospective and existing customers, analyzing
and assessing market potential, and surveying competitive markets
in order to increase sales and customer loyalty. The company is
privately owned by CCMP Capital Advisors, LLC and its affiliates.


J.C. PENNEY: Bleeding Cash, Seeks to Raise $1 Billion
-----------------------------------------------------
Mike Spector, Emily Glazer and Serena Ng, writing for The Wall
Street Journal, reported that J.C. Penney Co. has hired bankers at
Blackstone Group LP for advice on how the department-store chain
can shore up its fast-eroding stockpile of cash, people familiar
with the matter said Thursday.

According to WSJ, bond analysts don't think Penney's operations
will be able to generate enough cash to cover the company's needs
beyond a year, putting pressure on new Chief Executive Myron
"Mike" Ullman to cut costs and look for ways to raise new capital
even as he tries to get more shoppers into stores.

The company is seeking to raise about $1 billion in cash, people
familiar with the matter said, WSJ related. One option could be to
sell a minority stake in Penney, and the company has reached out
to and heard from possible investors including private-equity
firms, the people said.  Other fundraising options on the table
couldn't immediately be determined, WSJ noted.

The department store chain is struggling after former Chief
Executive Ron Johnson rolled out a costly and aggressive overhaul
that involved rebuilding its 1,100 stores as warrens of boutiques,
while sharply cutting back the coupons and artificial discounts
that customers loved, WSJ further related.

                         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.


JHK INVESTMENT: Torreya Capital Approved as Investment Banker
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
JHK Investments, LLC to employ Torreya Capital, a division of
Financial West Investment Group, as investment banker to help
market and effectuate the sale of JHK's interest in Interventional
Therapies, LLC.

Torreya is expected to, among other things:

   1. engage with prospects and client who already be in
      discussions with the client;

   2. engage actively with the client in negotiating the
      financial, and all other facets of a transaction; and

   3. advise on discussion and negotiation strategies as the
      campaign progresses.

The Debtor related that Torreya will carry out unique functions
and will use reasonable efforts to coordinate with the Debtor's
other professionals to avoid the unnecessary duplication of
services.

The Debtor will pay Torreya according to this fee structure, when
a transaction is consummated:

   -- Torreya has volunteered to waive its customary retainer fee;

   -- a success fee of:

      * total consideration up to and including the amount of
        $25 million: 5% of the total consideration, and

      * total consideration greater than $25 million: 5% up to
        $25 million and 2% of the total amounts in excess of
        $25 million;

   -- a minimum success fee of $900,00 regardless of the total
      consideration;

In addition, the Debtor will reimburse Toreya for all out-of-
pocket expenses reasonably incurred, provided that the total
expenses will not exceed $20,000, without the Debtor's prior
approval.

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

                       About JHK Investments

JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, estimating
under $100 million in assets and more than $10 million in
liabilities.  Craig I. Lifland, Esq., at Zeisler & Zeisler, P.C.,
represents the Debtor.

Westport, Connecticut-based JHK is an investment company founded
by the former senior management team of United States Surgical
Corporation.  Founded by Leon C. Hirsch in 1963, USSC became a
global medical device manufacturer with sales exceeding
$1.2 billion and employing $4,000 Connecticut residents.  The
Debtor disclosed $38,690,639 in assets and $32,127,278 in
liabilities as of the Chapter 11 filing.

Following the success of USSC, Mr. Hirsch and two other senior
USSC executives created JHK in order to produce and develop new
markets and penetrate established markets throughout the world for
high-tech medical devices.  JHK owns equity in several start-up
medical subsidiaries.  The start-ups include Interventional
Therapies, LLC, Auditory Licensing Company, LLC, Biowave
Corporation, Gorham Enterprises, LLC, and American Bicycle Group,
LLC.

Bay City claims to be owed $31 million for funding provided to the
Debtor since January 2011.  The principals at JHK -- Mr. Hirsch,
Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's
obligations, pledged the property in Wilton, Connecticut to secure
obligations under the guaranty, and pledged all equity interests
of JHK.

In March 2012, Eleuthera, in its capacity as administrative agent
for Bay City, declared an event of default as a result of the
passage of the maturity date and the failure to pay the entire
amount outstanding.  On Aug. 28, 2012, Bay City and Eleuthera
purported to exercise the pledge agreements insofar as they
purported to register the Principals' interest in JHK in the name
of Eleuthera, as nominee for Bay City, and purported to reserve
their right to exercise voting rights in JHK.


JOURNAL REGISTER: Plan Filing Period Extended Until July 2
----------------------------------------------------------
Journal Register Company, et al., sought and obtained further
extension from Judge Stuart M. Bernstein of the U.S. Bankruptcy
Court for the Southern District of New York of their exclusive
period to file a plan of reorganization until July 2, 2013, and
their exclusive period to solicit acceptances of that plan until
Aug. 31.

                       About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  JRC is managed by Digital First Media and is
affiliated with MediaNews Group, Inc., the nation's second largest
newspaper company as measured by circulation.

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

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

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

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

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

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

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

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


JOURNAL REGISTER: Taps Cozen O'Connor as Real Estate Counsel
------------------------------------------------------------
Journal Register Company, n/k/a Pulp Finish 1 Company, and its
affiliates seek authority from the U.S. Bankruptcy Court for the
Southern District of New York to employ Cozen O'Connor P.C. as
special real estate counsel, nunc pro tunc to the Petition Date.

Cozen was initially employed as an ordinary course professional in
the Debtors' bankruptcy cases.  The OCP order authorized the
Debtors to pay Cozen's monthly fees up to $3,000 per month, with
the amounts not to exceed $50,000 in total during the Chapter 11
cases absent further order of the Court.  During the pendency of
the Debtors' bankruptcy cases, Cozen's services expanded.  As a
consequence, the firm incurred fees that exceed the cap applicable
to the OCP Order.

Accordingly, the Debtors seek Court authority to employ Cozen as
special real estate counsel pursuant to Section 327(e) of the
Bankruptcy Code.

The professionals involved in providing services to the Debtors
will be paid an hourly rate ranging between $230 and $500.  Legal
assistants will be paid hourly rates of approximately $200.  The
firm will also be reimbursed for any necessary out-of-pocket
expenses.

Jeffrey A. Leonard, Esq. -- jleonard@cozen.com -- a shareholder of
Cozen O'Connor, P.C., in New York, assures the Court that his 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 and their estates.  Mr. Leonard says his
firm does not currently hold a retainer and is owed approximately
$49,500 for prepetition services.  As of March 18, 2013, the firm
is owed approximately $149,000 for postpetition services and
estimated that its additional fees through the closing of the sale
would be approximately $25,000.

A hearing on the Debtors' request is scheduled for April 25, 2013,
at 10:00 a.m.  Objections are due April 19.

                       About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  JRC is managed by Digital First Media and is
affiliated with MediaNews Group, Inc., the nation's second largest
newspaper company as measured by circulation.

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

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

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

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

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

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

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

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


JOURNAL REGISTER: Can Employ Seyfarth Shaw as Labor Counsel
-----------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized Journal Register Company,
et al., to employ Seyfarth Shaw LLP as their special labor
counsel.

Seyfarth Shaw will be paid at the following hourly rates: $450 to
$760 for attorneys and $120 and $180 for legal assistants.  The
firm will also be reimbursed for any necessary out-of-pocket
expenses.

                       About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  JRC is managed by Digital First Media and is
affiliated with MediaNews Group, Inc., the nation's second largest
newspaper company as measured by circulation.

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

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

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

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

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

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

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

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


KMART FUNDING: Moody's Affirms C Rating on Class G Lease Bonds
--------------------------------------------------------------
Moody's Investors Service affirmed the rating of Kmart Funding
Corporation Secured Lease Bonds as follows:

Cl. G, Affirmed C; previously on Oct 5, 2010 Downgraded to C

Ratings Rationale:

The rating is consistent with Moody's expected loss and thus is
affirmed. The class has experienced an aggregate $12.3 million
loss due to the liquidations of properties originally occupied by
KMart.

The principal methodology used in this rating was "Commercial Real
Estate Finance: Moody's Approach to Rating Credit Tenant Lease
Financings" published in November 2011.

Other Factors used in this rating are described in "Moody's
Approach to Rating Structured Finance Securities in Default"
published in November 2009.

No model was used in this review.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
prior full review is summarized in a press release dated May 3,
2012.

Deal Performance:

This credit tenant lease (CTL) transaction at origination
consisted of seven classes supported by 24 retail properties
leased to Kmart under fully bondable, triple net leases. In 2001,
Kmart filed voluntary petitions for reorganization under Chapter
11 of the U.S. Bankruptcy Code. Kmart subsequently rejected the
leases for 17 properties secured in this transaction. Leases for
three of the properties were later assumed by other retailers and
14 properties were liquidated from the trust. Since
securitization, five classes paid off prior to 2000 and one class
was withdrawn due to maturity in 2010. Class G, the remaining
certificate, has an outstanding balance of $8.5 million. This
class experienced $12.3 million in losses (59% overall severity)
due to liquidations. Ten properties remain in the portfolio, of
which six are leased to Kmart, two to Sears, one to Home Depot and
one to Frye Electronics. The bond's payment is semi-annual and the
final principal distribution date is July 1, 2018.


KO-KAUA OHANA: Gets Final Approval to Access Cash Collateral
------------------------------------------------------------
The Hon. Marc Barreca of the U.S. Bankruptcy Court for the Western
District of Washington, in a final order, authorized Ohana Group,
LLC, to use cash collateral which Wells Fargo, N.A., asserts an
interest.

Wells Fargo, as trustee for the registered Holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2007-C5, asserts an interest in
the Debtor's mixed-use real property development located at 3601
Fremont Avenue North in Seattle that is commonly known as Fremont
Village Square.

The outstanding principal balance of the loan and accrued, unpaid
interest on the loan was at least $10,810,812.  The lender has
declared a default under the loan in approximately April 2012 and
accelerated the loan as of May 31, 2012.

The Debtor will use the cash collateral to fund the reasonable
necessary and ordinary costs and expenses of its operations.

As adequate protection from any diminution in value of the
lender's collateral, the lender is granted:

   1. $60,436 in immediately available funds on a monthly basis
commencing Jan. 10, 2013; and

   2. replacement liens in (i) all rents, profits, proceeds and
other income from the Prepetition Collateral, and (ii) all
property of the estate of the same kind, type and nature as the
prepetition collateral.

The lender filed a limited objection to the Debtor's motion for
use of cash collateral.  The lender noted that it has been in
communication with Debtor to negotiate the terms of an acceptable
agreement to use cash collateral on a final basis.  As of the
objection deadline, no agreement had been reached.

The Debtor, in response to the lenders' limited objection stated
that if the Debtor and the lender can agree on basic plan terms or
the terms of a final cash collateral order within that time, there
would be no need to litigate the appropriateness of the additional
protections the lender seeks at the time.  On the other hand, if
an agreement cannot be reached, the Debtor is at the time
unwilling to give up any of its rights in the case while it
proceeds with its own proposed plan of reorganization.

                       About Ohana Group LLC

Ohana Group LLC, in Seattle, Washington, filed for Chapter 11
bankruptcy (Bankr. W.D. Wash. Case No. 12-21904) on Nov. 30, 2012.
Judge Marc Barreca oversees the case.  James L. Day, Esq., at Bush
Strout & Kornfeld LLP, serves as bankruptcy counsel.  In its
petition, the Debtor scheduled $16,000,000 in assets and
$11,696,131 in liabilities.


LAUREATE EDUCATION: S&P Retains 'B' CCR Following $310MM Add-On
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Baltimore, Md.-based Laureate Education Inc. are unchanged after
the company's announcement of the proposed $310 million add-on to
its existing senior secured term loan due 2018.  The company will
use proceeds from the add-on to repay its 11.75% senior
subordinated notes due 2017.  S&P expects that debt leverage will
remain in the mid-6x area, pro forma for the transaction.  The
transaction will reduce annual interest expense by approximately
$22 million (about 8% of pro forma annual interest expense).

The 'B' corporate credit rating reflects Standard & Poor's
expectation that Laureate's debt leverage will remain high, based
on the company's acquisition orientation and high capital spending
to support growth.  S&P expects debt leverage to remain in the
mid-6x area in 2013.  S&P views Laureate's business risk profile
as "weak," because of the risks inherent in undertaking its rapid
overseas expansion, which involves considerable execution risk,
country risk, and currency risk.  The company has a "highly
leveraged" financial profile because of high debt leverage and
limited cash flow generation relative to its total debt burden.
S&P's management and governance assessment on the company is
"fair."

RATINGS LIST

Laureate Education Inc.
Corporate Credit Rating          B/Stable/--
Senior Secured
  $1.654B* term loan due 2018     B
   Recovery Rating                4

* After add-on.


LDK SOLAR: To Release Fourth Quarter Results on April 18
--------------------------------------------------------
LDK Solar Co., Ltd., will report financial results for the fourth
quarter ended Dec. 31, 2012, before the market opens on Thursday,
April 18, 2013.  The Company will host a corresponding conference
call and live webcast at 8:00 a.m. Eastern Time (ET) the same day.

To listen to the live conference call, please dial 1-877-941-1427
(within U.S.) or 1-480-629-9664 (outside U.S.) at 8:00 a.m. ET on
April 18, 2013.  An audio replay of the call will be available
through April 28, 2013, by dialing 800-406-7325 (within U.S.) or
303-590-3030 (outside U.S.) and entering the pass code 4610990#.

A live webcast of the call will be available on the Company's
investor relations Web site at http://investor.ldksolar.com

                          About LDK Solar

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

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

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

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


LINGHAM RAWLINGS: May Recoup $155K From Briarcliff
--------------------------------------------------
In the lawsuit, LINGHAM RAWLINGS, LLC Plaintiff, v. SALVADOR A.
GAUDIANO, individually and d/b/a BRIARCLIFF MANAGEMENT COMPANY
Defendant, Adv. Proc. No. 10-3125 (Bankr. E.D. Tenn.), Bankruptcy
Judge Richard Stair, Jr., ruled that Lingham Rawlings is entitled
to receive -- and the Defendant is required to pay -- the sum of
$155,289, consisting of avoided preferential transfers in the
amount of $83,752, plus compensatory contract damages in the
amount of $71,537.

Lingham Rawlings filed the lawsuit on Nov. 11, 2010, seeking a
monetary judgment against the Defendant for breach of contract,
fraudulent concealment, conversion, breach of fiduciary duties,
professional negligence, and tortious interference with business
relationships; seeking to avoid and recover fraudulent transfers
under 11 U.S.C. Sec. 548(a)(1)(B) (2006) and 11 U.S.C. Sec.
550(a)(1) (2006), respectively; seeking to avoid fraudulent
transfers under 11 U.S.C. Sec. 544(b)(1) (2006) through Tennessee
Code Annotated Secs. 66-3-305 and 66-3-306(a) (2004) and to
recover the avoided transfers under 11 U.S.C. Sec. 550(a)(1)
(2006); seeking to avoid and recover preferential transfers under
11 U.S.C. Sec. 547 (2006) and 11 U.S.C. Sec. 550(a)(1) (2006);
seeking an accounting; for equitable subordination under 11 U.S.C.
Sec. 510(c) (2006) and/or 105(a) (2006); and seeking disallowance
of claims under 11 U.S.C. Sec. 502(d) (2006).

Lingham Rawlings was formed in December 2000 for the purpose of
purchasing and operating a commercial building by Sharon L. Power,
a realtor for approximately 32 years who is its sole owner/member
and chief manager.

Pursuant to an Oct. 10, 2000 contract, Ms. Power purchased the
shopping center located at 7212 Kingston Pike, Knoxville,
Tennessee, from Salvador A. Gaudiano, who owned a 100% interest in
the Shopping Center at the time, for the contemplated purchase
price of $2,750,000.  The Defendant, who was a certified public
accountant in Pennsylvania and New Jersey prior to 1986, owns and
operates the sole proprietorship known as Briarcliff Management,
through which he managed the Shopping Center.  He is also an
officer in a corporation called Miners and owns a 16 2/3% interest
in Diversified Energy, Inc. and a 25% interest in Diversified
Holdings, Inc., which together comprise the partnership known as
Station West.

A copy of the Court's April 3, 2013 Memorandum is available at
http://is.gd/f6zM2Ffrom Leagle.com.

Based in Oak Ridge, Tenn., Lingham Rawlings, LLC, owns the
shopping center located at 7212 Kingston Pike, Knoxville,
Tennessee.  It filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tenn. Case No. 10-32769) on June 8, 2010.  Richard Stair Jr.
presides over the case.  Keith L. Edmiston, Esq., at The Ritchie
Law Firm, P.C., in Knoxville, serves as the Debtor's counsel.
The Debtor estimated $0 to $50,000 in assets and $1 million to
$10 million in debts in its petition.


LCI HOLDING: Has Exclusive Right to File Plan Thru Aug. 31
----------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware signed an order further extending LCI Holding Company,
Inc., et al.'s exclusive right to file a plan of reorganization
until Aug. 31, 2013, and exclusive right to solicit acceptances of
that plan until Oct. 30.

                          About LifeCare

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

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

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

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

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

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


LOGAN'S ROADHOUSE: S&P Revises Outlook to Neg. & Affirms 'B-' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its ratings
outlook on Nashville, Tenn.-based restaurant operator Logan's
Roadhouse Inc. to negative from stable.  At the same time, S&P
affirmed all existing ratings on the company including its 'B-'
corporate credit rating.

"The outlook revision reflects performance erosion over the past
two years, which has caused a narrowing cushion to the company's
financial covenants," said credit analyst Mariola Borysiak.  "It
also incorporates our belief that Logan's could violate its
financial covenants over the next few quarters given our
expectation that weak operating trends will likely continue for
the remainder of the company's fiscal 2013.  As a result, we now
assess the company's liquidity profile as less than adequate."

The outlook is negative and reflects S&P's belief that the company
could violate its financial covenants over the next few quarters
due to eroding profitability.  A downgrade could occur if the
company is not able to amend its credit agreement and S&P believes
it will breach its covenants.  S&P projects an 8% deterioration of
adjusted EBITDA (as defined by credit agreement) from second-
quarter 2013 levels and flat fixed charges would result in
violation of its fixed-charge coverage covenant during the fourth
quarter ending July 2013.

A stable outlook would be predicated on stabilizing performance
such that the company successfully reverses its negative traffic
trends and EBITDA growth allows for cushion to the covenants be
maintained above 15%.


LPB LLC: Sleep Inn & Suite's 1st Amended Plan Rejected
------------------------------------------------------
Bankruptcy Judge Letitia Z. Paul denied confirmation of the First
Amended Plan of Reorganization, dated Jan. 17, 2013, as amended by
the "Technical Amendment" to the Plan, filed by LPB LLC d/b/a
Sleep Inn & Suite's.  The Plan does not provide for classification
or treatment of the claims of the Internal Revenue Service, Choice
Hotels, Ltd., or the Small Business Administration.  Judge Paul
said the Plan, as a result, violates Section 1123(a) of the
Bankruptcy Code, and cannot be confirmed, pursuant to Section
1129(a)(1) of the Bankruptcy Code.

In the Plan, the Debtor provides for treatment of the secured
claims of taxing authorities, E&S Management & Consulting, LLC,
Successor In Interest to CDC Capital, Wallis State Bank, Digital
Direct Communications, and Hospitality LCD.  The Debtor provides
for treatment of unsecured claims of E&S Management & Consulting,
LLC and Chase Bank NA.  There is no class of general unsecured
claims.

The claims register reflects that the IRS filed a proof of claim,
in the amount of $1,170, as an unsecured claim, and Choice Hotels
filed an unsecured proof of claim in the amount of $1.00.  The
Small Business Administration filed a secured proof of claim, in
the amount of $1,520,000.  The plan does not provide for treatment
of these claims.

A copy of the Court's April 4, 2013 Memorandum Opinion is
available at http://is.gd/NB55p0from Leagle.com.

LPB, LLC, owner of the Sleep Inn & Suites hotel in Pearland,
Texas, filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No.
12-80229) on April 30, 2012.  Judge Letitia Z. Paul presides over
the case.  Ronald Julius Smeberg, Esq., at The Smeberg Law Firm
PLLC, serves as the Debtor's counsel.  It scheduled assets of
$2,606,788 and liabilities of $4,156,988.  A list of the Company's
11 largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/txsb12-80229.pdf


MAXCOM TELECOMUNICACIONES: Increases Coupon Rate in Exchange Offer
------------------------------------------------------------------
Maxcom Telecomunicaciones, S.A.B. de C.V. on April 11 disclosed
that it has extended, amended and supplemented the pending
exchange offer for any and all of its outstanding 11% Senior Notes
due 2014 for its Step-Up Senior Notes due 2020.

The exchange agent for the Exchange Offer has advised the Company
that as of 5:00 p.m., New York City time, on April 10, 2013,
approximately US$84,268,000, or 42.13%, of the Old Notes had been
validly tendered and not withdrawn in the Exchange Offer.

The Exchange Offer has been extended three times and as a result
has remained open longer than anticipated.  Since the Exchange
Offer and the concurrent equity tender offer for Maxcom's Series A
Common Stock and related CPOs and ADSs have not been consummated,
the Company has not yet received the capital contribution the
purchaser in connection with the Equity Tender Offer agreed to
make.  During the period that the Exchange Offer has remained
open, the Company's operational and financial viability has
further deteriorated in light of not having received the capital
contribution from such purchaser.  As of March 31, 2013, the
Company's cash and temporary investment balance was Ps. 102.9
million (US$8.3 million).

If the Exchange Offer is not consummated and the Company does not
receive the capital contribution from the purchaser in connection
with the Equity Tender Offer, the Company does not expect to be
able to make the coupon payment due on June 15, 2013 with respect
to the Old Notes and the Company may not be able to meet other
financial obligations as they come due.  If this occurs, holders
of the Old Notes and other creditors could commence involuntary
bankruptcy proceedings against the Company in Mexico or in the
United States.

The Company's ability to continue as a going concern depends upon
its consummation of its recapitalization transactions, including
the consummation of the exchange offer and the receipt of the
capital contribution from the Purchaser, or on the Company's
ability to otherwise raise additional capital or restructure its
capital structure.  The Company may not be able to satisfy its
liquidity and working capital requirements or restructure its
capital structure.  Although the Company's consolidated financial
statements do not currently include any adjustments that might
result from the outcome of this uncertainty, the Company's
auditors may conclude there is substantial doubt as to its ability
to continue as a going concern.

If the Exchange Offer is not consummated, the Company currently
intends to implement a restructuring by (i) commencing voluntary
cases under Chapter 11 of the United States Bankruptcy Code
through a plan of reorganization; (ii) seeking expedited
confirmation of a plan of reorganization; or (iii) 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.  Such a
restructuring may be protracted and contentious and disruptive to
the Company's business and could materially adversely affect its
relationships with its customers, suppliers and employees who may
terminate their relationships with the Company.  A restructuring
would also cause the Company to incur significant legal,
administrative and other professional expenses. Moreover, no
assurances can be given that any such restructuring will be
successful or that holders of the Company's debt obligations will
not have their claims significantly reduced, converted into equity
or eliminated.  If a restructuring is not successful, the Company
may be forced to liquidate its business and assets.

The board of directors of the Company has approved the engagement
of, and the Company has engaged, counsel to advise it on a Chapter
11 reorganization and authorized 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.  In the event the Company 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.

As a result, the Company is amending and supplementing the
Exchange Offer to (i) reflect that the Company has increased the
minimum tender condition in the Exchange Offer from 61.44% to 80%,
subject to the Company's right, in its sole discretion, to
decrease the minimum tender condition to 75.1% without extending
the Exchange Offer or granting any withdrawal rights, (ii) reflect
that the Company has increased the rate at which the New Notes
will accrue interest as follows: (x) from the date of issuance of
the New Notes until June 14, 2016 by 100 basis points, from 6% per
annum to 7% per annum, (y) from June 15, 2016 until June 14, 2018
by 100 basis points, from 7% per annum to 8% per annum and (z)
from June 15, 2018 until the date of maturity by 200 basis points,
from 8% per annum to 10% per annum and (iii) inform holders of the
Old Notes that if the 80% minimum tender condition (or 75.1% if
decreased by the Company) is not met on the expiration date, the
Company will terminate the Exchange Offer and does not expect to
be able to make the coupon payment due on June 15, 2013 on the Old
Notes.

The Company is also extending the early participation date, the
withdrawal date and the expiration date to 5:00 p.m. New York City
time on April 24, 2013.  The expiration date of the Equity Tender
Offer is also being extended by ten business days to April 24,
2013.

The complete terms and conditions of the Exchange Offer and
consent solicitation are described in the Offering Memorandum and
Consent Solicitation Statement, copies of which may be obtained by
eligible holders of the Old Notes by contacting D.F. King & Co.,
Inc., the information agent for the Exchange Offer and consent
solicitation, at (800) 967-4607 (toll free).

The New Notes have not been registered under the Securities Act of
1933, as amended, or any state securities laws, and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements, and will
therefore be subject to substantial restrictions on transfer.

The Exchange Offer is being made, and the New Notes are being
offered and issued, only to registered holders of Old Notes (i) in
the United States who are "qualified institutional buyers," as
that term is defined in Rule 144A under the Securities Act and
(ii) outside the United States and are persons who are not "U.S.
persons," as that term is defined in Rule 902 under the Securities
Act.

This announcement is for informational purposes only and does not
constitute an offer to sell or a solicitation of an offer to buy
the New Notes nor an offer to purchase Old Notes nor a
solicitation of consents.  The Exchange Offer and consent
solicitation is being made solely by means of the Offering
Memorandum and Consent Solicitation Statement and Letter of
Transmittal.

                             About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.


MCLEAN SCHOOL: S&P Lowers LT Rating on 2001 Bonds to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
rating to 'BB+' from 'BBB-' on Maryland Health & Higher
Educational Facilities Authority's series 2001 bonds issued for
the McLean School.  The outlook is stable.

"The downgrade reflects our assessment of a precipitous decline in
enrollment over the past six years, particularly in the lower and
middle schools," said Standard & Poor's credit analyst Carolyn
McLean.  The school's headcount has decreased nearly 27% to 359
from a peak of 490 in fall 2006.  With this decline in headcount,
net tuition revenue has also fallen for the third year in a row.
Furthermore, another decline in net tuition revenue is expected
for fiscal 2013.  While management has continued to produce
operating surpluses in the last few years, S&P believes this
unfavorable trend indicates a material weakening of financial and
demand flexibility, leading to weaker overall credit strength.

Management has cut expenses to match the smaller enrollment and
projects a weaker operating performance in fiscal 2013.
Management states that if enrollment continues to decline at the
same rate as in the past few years, it will likely make further
expenditure cuts.  S&P views the school's reputation and niche as
a key credit strength, which if changed or affected by the cuts,
could result in a further decline in enrollment.

The McLean School is an independent coeducational kindergarten
through 12th-grade day school in Potomac, Md.  The McLean School
caters to students with different learning styles and learning
needs; this does not include children with severe learning
disabilities, but rather students who benefit from more tailored
teaching styles and smaller classroom environments.


MEDICAL CARD: S&P Removes 'CCC' Rating from CreditWatch
-------------------------------------------------------
Standard & Poor's Ratings Services said that it has removed its
'CCC' counterparty credit rating on Medical Card System Inc. (MCS)
and its 'B' counterparty credit and financial strength rating on
MCS' operating companies (MCS Advantage Inc., MCS Life Insurance
Co., and MCS Health Management Options Inc.) from CreditWatch with
developing implications, where S&P initially placed them on July
26, 2012.  At the same time S&P raised the counterparty credit
rating on MCS to 'B' from 'CCC' and the counterparty credit and
financial strength ratings on MCS' operating companies to 'BB'
from 'B'.  The outlook on all of the ratings is stable.

"Our CreditWatch removal and ratings upgrade were primarily driven
by MCS' recent amendment to its credit agreement with its lenders
and its improved operating performance," said Standard & Poor's
credit analyst Neal Freedman.  "Under the terms of the amended
agreement, the company received a waiver of its previous technical
default as well as significantly less-stringent financial
covenants, removing the threat of a liquidity event.  MCS has also
improved its financial profile with 2012 consolidated pretax
generally accepted accounting principles (GAAP) operating EBIT
(excluding realized gains and losses) of about $36 million on
revenue of $1.35 billion (2.7% return on revenue [ROR]), compared
with an operating loss in 2011.  This improvement resulted from
various corrective actions taken by the new senior management
team, which joined the company in December 2011, including
enhanced medical management capabilities and an improved financial
infrastructure."

The stable outlook reflects S&P's view that it expects MCS'
improved and stabilized operating performance and capitalization
to persist in the next couple of years.  For 2013, S&P expects the
company to have EBIT of $35 million-$45 million, resulting in a
ROR of 2.5%-3.0%, debt to EBITDA of about 3.0x, and EBITDA
interest coverage of 2.0x-2.4x.  S&P also expect MCS' total
membership to increase by about 8% in 2013 to 300,000-310,000
members.

"While the company's current highly leveraged capital structure
limits any ratings uplift in the next 12-18 months," Mr. Freedman
continued, "we could lower the ratings by one or more notches if
operating performance falls significantly below expectations,
creating the possibility of either a lack of holding company
liquidity or causing statutory capital to falling below required
regulatory minimums."


MERIDIAN SUNRISE: Files Chapter 11 Plan & Disclosure Statement
--------------------------------------------------------------
Meridian Sunrise Village, LLC, delivered to the U.S. Bankruptcy
Court for the Western District of Washington a Plan of
Reorganization and accompanying disclosure statement.

Under the Plan, the Debtor will pay all allowed claims in full
over time from the income generated from the operation of Sunrise
Village, a shopping center in Puyallup's South Hill neighborhood.
Holders of Allowed Claims in Classes 1 (Secured Claim of Pierce
County Budget and Finance Group), 2 (Secured Claim of the Lender
Group), 3 (Secured Claim of U.S. Bank - Phase II & III) and 4
(Secured Claim of U.S. Bank - Phase IV) will retain their liens
and security interests in property of the estate following the
Effective Date until the Claims are paid in full.

Payments to holders of Claims under Class 2 and Class 4 will
accrue at an interest rate of 2.75% per annum.  Payments to
holders of Class 3 Claims will accrue at an interest rate of 3.25%
per annum.

Holders of Unsecured Claims in Classes 6 (unsecured claims) and 7
(allowed security deposit claims) will also be paid in full over
time, while holders of Unsecured Claims in Class 5 (administrative
convenience claims) will be paid in full on the Effective Date.

A full-text copy of the Disclosure Statement dated March 27 is
available at http://bankrupt.com/misc/MERIDIANds0327.pdf

Meridian Sunrise Village LLC filed a Chapter 11 petition (Bankr.
W.D. Wash. Case No. 13-40342) in Tacoma, Washington, on Jan. 18,
2013.  The Debtor, a single asset real estate under 11 U.S.C. Sec.
101(51B), disclosed $70.6 million in total assets and
$65.9 million in total liabilities in its schedules.

The Debtor owns the property known as the New Meridian Sunrise
Village in 10507 156th St. E. Puyallup, Washington.  The Debtor
has valued the property at $70 million, which property secures
debt of $64.4 million to U.S. Bank, National Association.  A copy
of the schedules attached to the petition is available at
http://bankrupt.com/misc/wawb13-40342.pdf


MERITAS SCHOOLS: S&P Lowers CCR to 'B-'; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Meritas Schools Holdings LLC to 'B-' from 'B'.  The
outlook is stable.

At the same time, S&P revised its recovery rating on the company's
first-lien facilities to '2', indicating its expectation for
substantial (70% to 90%) recovery for lenders in the event of a
payment default, from '3' (50% to 70% recovery expectation).  The
issue-level rating on this debt remains 'B'.

In addition, S&P lowered the issue-level rating on the company's
second-lien debt to 'CCC+' from 'B-'.  The recovery rating on this
debt remains '5' (10% to 30% recovery expectation).

"The downgrade reflects Meritas' ongoing discretionary cash flow
deficit, declining cash balances, and thin cushion of covenant
compliance," said Standard & Poor's credit analyst Chris Thompson.

The company has continued to invest in expansionary projects for
its existing schools, resulting in negative discretionary cash
flow over the last two fiscal years.  For fiscal 2013, S&P expects
this trend to continue as the company will likely maintain a high
level of capital expenditures.  Additionally, the company's term
loan B amortizes at $12 million or 10% per year and has been
funded with cash on hand, resulting in declining cash balances.
Historically, the company has had a thin cushion of compliance
with its maximum leverage requirement and S&P expects this to
persist, absent an amendment.

S&P views Meritas' business risk profile as "weak," because of its
relatively small size, the highly discretionary nature of the
services provided, and the fact that about one-half of revenues
comes from schools in Sunbelt states, which remain under economic
pressure since the 2008-2009 recession.  Despite the discretionary
nature of the product, the company experienced only a 3% decline
in enrollments during the recession.  Meritas' financial profile
is "highly leveraged" because of its high debt-to-EBITDA ratio, an
acquisitive growth strategy in the past, elevated capital
spending, and S&P's expectation of narrow covenant headroom
resulting from an aggressive step-down schedule.  S&P's management
and governance assessment is "fair."

Meritas operates 10 pre-kindergarten through grade 12 private
school campuses in five states, and in Switzerland, China, and
Mexico.  With roughly half of revenue coming from the Sunbelt
region in the U.S. and about 40% of revenues coming from
Switzerland, the company exhibits concentration risks as well as a
relative lack of critical mass.  Moreover, EBITDA is
disproportionately skewed to its school in Switzerland.
Competition is tough, coming from both private and public schools
in local markets, and is compounded by economic uncertainty.
Despite S&P's forecast of 2.7% GDP growth in 2013, it views the
tentative economy as a threat to private school enrollments as
families may opt for less expensive alternatives.


MF GLOBAL: U.S. Trustee Balks at Advisers' $1.85MM Fees
-------------------------------------------------------
Nick Brown, writing for Reuters, reported that the Department of
Justice is objecting to about $1.85 million in professional fees
in MF Global's wind-down, including more than $500,000 for the
primary law firm that represents bankruptcy trustee Louis Freeh.

According to the Reuters report, the U.S. Trustee Program, the
DOJ's bankruptcy watchdog, lodged court papers on Thursday
criticizing compensation applications from a slew of professionals
for entries like vague time records, travel expenses and meal
charges.

In total, eight firms sought about $14 million in interim fees for
work done between October 1 and January 31, according to Reuters.
That includes about $4 million from Morrison & Foerster, the law
firm representing Louis Freeh, the former FBI chief and trustee in
charge of winding down MF Global's estate.

The Reuters report said the DOJ objected to about $503,000 of the
firm's fees and expenses, complaining of messy time records and
high charges for trainees not yet admitted to practice law.

Other firms advising Freeh as well as MF Global creditors,
including Pepper Hamilton LLP and Proskauer Rose LLP, also drew
objections from the U.S. Trustee on Thursday to fee applications,
Reuters said.

The Trustee's largest gripe was with Capstone Advisory Group,
financial adviser to MF Global's creditors' committee, Reuters
related.  The Trustee took issue with about $541,000 of Capstone's
roughly $2 million application, citing vague time records and too
many attendees present at routine meetings.

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-
15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.


MF GLOBAL: Chapter 11 Trustee Opposes Coe's $35-Mil. Claim
----------------------------------------------------------
MF Global Holdings Ltd.'s trustee asked U.S. Bankruptcy Judge
Martin Glenn to disallow a $35 million administrative claim filed
by Michelle Coe against the company.  MF Global said the claim is
identical in substance to the general unsecured claim filed by Ms.
Coe, which Judge Glenn expunged pursuant to his order dated
Nov. 14, 2012.

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-
15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.


MILAGRO OIL: Incurs $33.4 Million Net Loss in 2012
--------------------------------------------------
Milagro Oil & Gas, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $33.39 million on $135.54 million of total revenues
for the year ended Dec. 31, 2012, as compared with a net loss of
$23.57 million on $153.78 million of total revenues in 2011.  The
Company incurred a net loss of $70.58 million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $480.76
million in total assets, $437.86 million in total liabilities,
$235.69 million in redeemable series A preferred stock, and a
$192.80 million total stockholders' deficit.

Deloitte & Touche LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company is not in compliance with certain covenants of its 2011
Credit Facility, and all of the Company's debt is classified
within current liabilities as of Dec. 31, 2012.  The Company's
violation of its debt covenants, combined with its financing needs
and negative working capital position, 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/JFOmN1

The Company has indebtedness outstanding under a 2011 first lien
credit agreement, which contains customary financial and other
covenants.  The maximum leverage ratio, as defined, of debt
balances as compared to EBITDA is required to be not greater than
4.25 to 1.0, and is expected to be 4.13 as of Dec. 31, 2012.  The
maximum leverage ratio will reduce to 4.0 to 1.0 as of March 31,
2013, and all periods thereafter.

The Company is currently exploring a range of alternatives to
reduce its indebtedness to the extent necessary to be in
compliance with the maximum leverage ratio at March 31, 2013.  The
Company is also considering seeking a waiver or amendment to the
2011 Credit Facility with respect to the maximum leverage ratio.
The Company has engaged a financial advisor to assist with, among
other things, reducing its indebtedness and seeking that waiver or
amendment from its lenders.

Because the Company cannot provide assurances as to its ability to
remain in compliance with its financial covenants, the Company
said it expected to receive a going concern modification in the
audit report from its independent registered public accounting
firm for the year ended Dec. 31, 2012.  The Company said it is
working diligently with its lenders to resolve the situation.

As reported by the TCR on Nov. 29, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Houston-based
Milagro Oil & Gas Inc. to 'CCC' from 'CCC+'.

"The rating action reflects our assessment that Milagro could face
a near-term liquidity crisis," said Standard & Poor's credit
analyst Christine Besset.

                         About Milagro Oil

Milagro Oil & Gas, Inc., is an independent energy company based in
Houston, Texas that is engaged in the acquisition, development,
exploitation, and production of oil and natural gas.  The
Company's historic geographic focus has been along the onshore
Gulf Coast area, primarily in Texas, Louisiana, and Mississippi.
The Company operates a significant portfolio of oil and natural
gas producing properties and mineral interests in this region and
has expanded its footprint through the acquisition and development
of additional producing or prospective properties in North Texas
and Western Oklahoma.

The Company's balance sheet at Sept. 30, 2012, showed
$509 million in total assets, $461.3 million in total
liabilities, $235.4 million in Redeemable series A preferred
stock, and a stockholders' deficit of $187.7 million.


MMODAL INC: S&P Lowers CCR to 'CCC+'; Outlook Developing
---------------------------------------------------------
Standard and Poor's Ratings Services lowered its corporate credit
rating on Franklin, Tenn.-based MModal Inc. to 'CCC+' from 'B'.
The outlook is developing.

At the same time, S&P lowered its issue-level rating on the
company's $520 million senior secured facilities, which consist of
a $75 million revolving credit facility due 2017 and a
$445 million term loan due 2019, to 'B-' from 'B+'.  The '2'
recovery rating indicates S&P's expectation for substantial (70%
to 90%) recovery in the event of payment default.

S&P also lowered its issue-level rating to 'CCC-' from 'CCC+' on
the company's $250 million unsecured notes due 2020.  The '6'
recovery rating indicates S&P's expectation for negligible (0% to
10%) recovery in the event of payment default.

"The downgrade to 'CCC+' reflects our view that deteriorating
trailing-12-month EBITDA, based on definitions from the credit
agreement for the purpose of covenant calculation, could result in
covenant violations for the periods ending March and June 2013,"
said Standard & Poor's credit analyst David Tsui.  Covenant also
steps down in the quarter ending June and December 2013.  The
company's credit agreement allows for up to five equity cures
during the life of the senior secured loan, and two during any
four-quarter period.  During the recent earnings call, MModal
management informed lenders that the company's sponsor has agreed
to provide an equity cure in the event that the company fails to
maintain compliance with its leverage test going forward.

The rating reflects S&P's view of MModal's "less than adequate"
liquidity (in accordance with S&P's criteria) as a result of its
covenant headroom being marginally in compliance with requirement
in the December 2012 quarter.  S&P views MModal's financial risk
profile as highly leveraged, with operating-lease adjusted
leverage of about 6.6x as of Dec. 31, 2012, up from pro forma
leverage of 5.3x at close of the LBO transaction in August 2012.
A generally weaker-than-expected medical transcription business
environment and MModal's slower-than-expected product transition
in 2012 have led to low-single-digit revenue growth for the year,
lower than the low-teens growth expected in August 2012.  S&P
expects revenue growth to accelerate if MModal can successfully
execute its sales strategy concurrently with its product
transition.  However, the timing and the effectiveness of the
company's new sales strategy remains uncertain, which could lead
to pressure on the company meeting its financial covenant
requirements over the next few quarters, that includes covenant
step-downs in the quarters ending June and December 2013.

The developing outlook reflects S&P's view that the company may
violate its covenant in the first and second quarters of 2013,
given the stronger performance and higher EBITDA base falling off
of the trailing-12-month EBITDA for covenant calculations over the
next two quarters and current operating performance expectations.
S&P would lower the rating if business performance does not
improve sufficiently, if the sponsors do not provide an equity
cure necessary to satisfy any covenant violations, or if the
company is unable to rely on equity cures from the sponsors to
satisfy any ongoing covenant violations.

S&P could raise the rating if business performance improves, or
the credit agreement is amended, such that covenant cushion of
more than 10% is restored, after taking into account future
covenant step-downs.


MUD KING: Section 341(a) Meeting Scheduled for May 6
----------------------------------------------------
A meeting of creditors in the bankruptcy case of Mud King
Products, Inc., will be held on May 6, 2013, at 2:30 p.m. at
Houston, 515 Rusk Suite 3401.  Creditors have until Aug. 5, 2013,
to sumbit their proofs of claim.

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.

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013.  The petition was signed
by Erich Mundinger as vice president.  The Debtor estimated assets
of at least $10 million and debts of at least $1 million.  Hoover
Slovacek, LLP, serves as the Debtor's counsel.  Judge Karen K.
Brown presides over the case.


MUNDY RANCH: Hearing on VNB's Conversion Bid Set for May 7 to 9
---------------------------------------------------------------
The Hon. Robert H. Jacobvitz of the U.S. Bankruptcy Court for
District of New Mexico has reset the hearing on Valley National
Bank's motion for relief of stay or convert the Chapter 11 case of
Mundy Ranch, Inc., to one under Chapter 7 of the Bankruptcy Code
to May 7 to 9, 2013.

The hearing was initially set for April 3, 2013, at 9:00 a.m.  VNB
filed a motion to convert the Debtor's Chapter 11 case to a
Chapter 7 liquidation, which the Debtor objects.  The Debtor
asserts that VNB alleges several "bad faith" acts that it states
are grounds for conversion, most of which are grossly incorrect.
VNB alleges that, among other things, James W. Mundy acted in bad
faith by transferring corporate assets to an ex-wife pre-petition
as part of a divorce settlement.  The Debtor says that this
allegation is false.

                         About Mundy Ranch

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

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


MUNDY RANCH: Hearing on Sale & Realtor Employment on May 7
----------------------------------------------------------
The Hon. Robert H. Jacobvitz of the U.S. Bankruptcy Court for
District of New Mexico will hold a hearing on May 7, 2013, at
9:00 a.m. to consider Mundy Ranch, Inc.'s motion to sell property
and to hire realtors.

The Debtor sought court approval for the sale of the 67.73 acres
of vacant real property pursuant to the terms and conditions of
the Realtors Association of New Mexico Purchase Agreement - Vacant
Land, free and clear of all claims, liens, and other interests, to
Jimmy Dale Putman and Tammie Marie Brock.  The Debtor asked the
Court to approve the limited employment of and compensation to
Freedom Realty, Inc. (Michele Marino) in the total amount of $125.

The TCR reported on April 2, 2013, that the Debtor asked for court
permission to employ Moptex LLC (Jeff Copeland), as broker for the
sale of the 5500 acre real property tract identified as the "Mundy
Ranch".

                         About Mundy Ranch

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

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


NES RENTALS: Extends Consent Date of Consent Solicitation
---------------------------------------------------------
NES Rentals Holdings, Inc. on April 13 disclosed that, in
connection with its previously announced cash tender offer and
consent solicitation with respect to all of its outstanding $150.0
million aggregate principal amount of 121/4% Second Lien Senior
Secured Notes due 2015, pursuant to the Company's Offer to
Purchase and Consent Solicitation Statement, dated April 1, 2013,
it is extending the consent date, the last date and time for
holders to tender their Notes in order to receive the total
consideration set forth in the Offer to Purchase and described
below, from 5:00 p.m., New York City time, on April 12, 2013 to
5:00 p.m., New York City time, on April 16, 2013, unless further
extended by the Company in its sole discretion.  The withdrawal
date, the last date and time for holders to validly withdraw
tendered Notes and revoke delivered consents, expired at 5:00
p.m., New York City time, on April 12, 2013 and is not being
extended.

Except for the extension of the consent date, all terms and
conditions of the tender offer and consent solicitation set forth
in the Offer to Purchase remain unchanged.

Holders who previously have tendered their Notes do not need to
re-tender their Notes or take any other action in response to this
extension.  As of 5:00 p.m., New York City time, on April 12,
2013, tenders and consents had been delivered with respect to
$84,806,000 aggregate principal amount of Notes, representing
approximately 56.54% of the outstanding aggregate principal amount
of Notes.

The tender offer will expire at 11:59 p.m., New York City time, on
April 26, 2013, unless extended or earlier terminated by the
Company.  Subject to the terms and conditions set forth in the
Offer to Purchase, holders who validly tender their Notes on or
prior to 5:00 p.m., New York City time, on April 16, 2013, unless
extended, will receive the total consideration of $1,067.50 per
$1,000 principal amount of Notes accepted for purchase, which
includes a consent payment of $7.50 per $1,000 principal amount of
Notes.  The Company intends to pay the total consideration, plus
accrued and unpaid interest up to, but not including, the date of
payment, on the early settlement date, which is expected to occur
on or about April 17, 2013, assuming satisfaction or waiver of the
conditions to the tender offer and consent solicitation.  Holders
who validly tender their Notes after the Consent Date but on or
prior to the Expiration Date will receive the tender offer
consideration of $1,060.00 per $1,000 principal amount of Notes
accepted for purchase, plus accrued and unpaid interest up to, but
not including, the date of payment, on the final settlement date,
which is expected to occur promptly following the Expiration Date,
assuming satisfaction or waiver of the conditions to the tender
offer and consent solicitation.  Holders of Notes tendered after
the Consent Date will not receive the consent payment.

In accordance with the terms of the Offer to Purchase, tenders of
Notes (including previously tendered Notes) may no longer be
validly withdrawn and consents may no longer be validly revoked,
except where the Company elects to allow withdrawal or in limited
circumstances where withdrawal rights are required by law.

The tender offer and consent solicitation are subject to the
satisfaction or waiver of certain conditions that are more fully
described in the Offer to Purchase, including, among others, the
consummation of a proposed refinancing transaction by the Company
yielding net proceeds in an amount sufficient to fund all of its
obligations (i) under the tender offer and consent solicitation
and any subsequent redemption of Notes that remain outstanding and
(ii) in connection with the repayment in full of the Company's
second lien term loan due 2014.  The Company currently intends to
call for redemption on the closing date of the refinancing
transaction any Notes that have not been tendered pursuant to the
tender offer in accordance with the terms of the indenture
governing the Notes.

Deutsche Bank Securities Inc. is acting as the dealer manager and
solicitation agent and D.F. King & Co., Inc. is acting as the
tender agent and information agent for the tender offer and
consent solicitation.  Requests for documents may be directed to
D.F. King & Co., Inc. at (800) 829-6551 (toll-free) or (212) 269-
5550 (collect). Questions regarding the tender offer and consent
solicitation may be directed to Deutsche Bank Securities Inc. at
(855) 287-1922 (toll-free) or (212) 250-7527 (collect).

                 About NES Rentals Holdings, Inc.

NES Rentals Holdings, Inc. is one of the largest companies in the
highly fragmented $29 billion U.S. equipment rental market.  Its
primary business is the rental of equipment, including aerial
lifts and material handling equipment, to industrial and non-
residential construction customers.  NES Rentals also sells new
and used equipment and complementary parts, supplies and
merchandise and provides repair and maintenance services.  The
Company is a leader in establishing industry safety standards and
training programs, and it adheres to rigorous standardized
equipment maintenance procedures.  NES Rentals currently operates
76 branches in 27 states in the Northeast, Midwest, Southeast and
Gulf Coast, and provided over 600 different classes of equipment
to approximately 27,000 customers in 2012.

                          *     *     *

As reported by the Troubled Company Reporter on May 17, 2012,
Standard & Poor's Ratings Services assigned its 'CCC+' issue
rating to Chicago-based NES Rentals Holdings Inc.'s proposed
extended $83 million second-lien term loan.  The proposed
amendment extends the maturity to October 2014.  The issue rating
is two notches below the corporate credit rating on the company
(B/Stable/).

As reported by the Troubled Company Reporter on May 15, 2012,
Moody's Investors Service affirmed the credit ratings of NES
Rentals Holdings, Inc., including the Corporate Family Rating of
Caa1 and assigned a Caa2 rating to the proposed maturity extended
second lien term loan.


NEW WESTERN: Salberg & Company Raises Going Concern Doubt
---------------------------------------------------------
New Western Energy Corporation filed on April 8, 2013, its annual
report on Form 10-K for the year ended Dec. 31, 2012.

Salberg & Company, P.A., in Boca Raton, Fla., expressed
substantial doubt about New Western's ability to continue as a
going concern.  The independent auditors note that for the year
ended Dec. 31, 2012, the Company has (i) a net loss of $1,347,076,
(ii) net cash used in operating activities of $314,073, (iii)
working capital deficit of $425,767, and an accumulated deficit of
$2,762,676 at Dec. 31, 2012.

The Company reported a net loss of $1.3 million on $106,582 of
revenues in 2012, compared with a net loss of $378,453 on $78,544
of revenues in 2011.

Operating expenses increased by $1.1 million or 333% in 2012
primarily due to (i) an increase in general and administrative
expenses of $540,279; (ii) impairment expense of $457,577; (iii)
an increase in intangible drilling and completion costs of
$26,654; and (iv) ann increase in production costs of $36,629.

The Company's balance sheet at Dec. 31, 2012, showed $1.1 million
in total assets, $496,698 in total liabilities, and stockholders'
equity of $619,736.

A copy of the Form 10-K is available at http://is.gd/6ickI5

Irvine, Cal.-based New Western Energy Corporation is an oil and
gas and mineral exploration and production company with current
projects located in Oklahoma, Kansas and Texas.  The Company has a
limited operating history with nominal revenues.


NORTEL NETWORKS: Disabled Workers Seek Distribution of $28MM Deal
-----------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that the committee
representing Nortel Networks Inc.'s disabled employees asked a
Delaware bankruptcy judge Thursday for permission to begin paying
out the proceeds from the $28 million they received in a
settlement with the defunct telecom in exchange for their benefits
being cut off.

According to the report, the benefit plans will be terminated June
30 and the disabled employees included in the deal cannot afford
to wait until Nortel's now four-year-old liquidation ends to
receive a distribution, the motion 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.


OMNOVA SOLUTIONS: No Change on Moody's 'B1' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service said that competitive pressures have
weakened OMNOVA Solutions Inc.'s position within its rating
category, but at present there is no change to the ratings or
outlook because the company's strong liquidity position provides
some time to address recent market share losses and weaker-than-
expected operating performance.

Moody's carries the following ratings for OMNOVA:

LT Corporate Family Ratings (Domestic), B1

Senior Unsecured (Domestic), B2

Senior Secured Bank Credit Facility (Domestic), Ba2

Probability of Default, B1-PD

OMNOVA Solutions Inc. manufactures decorative and functional
surfaces, emulsion polymers, and specialty chemicals.
Headquartered in Fairlawn, Ohio, OMNOVA generated over $1 billion
in revenue for the twelve months ended February 28, 2013.


ORCHARD SUPPLY: DLA Piper, FTI Hired for Restructuring Talks
------------------------------------------------------------
Emily Glazer, writing for The Wall Street Journal, reports that
Orchard Supply Hardware Stores Corp. has hired restructuring
lawyers at DLA Piper.  Financial adviser FTI Consulting is also
working with the company.

WSJ also reports that people familiar with the matter said some
company lenders involved in restructuring talks have enlisted
turnaround firm Zolfo Cooper LLC and lawyers at Dechert LLP.

WSJ relates people familiar with the talks said talks with lenders
about the outline of a restructuring deal have intensified in
recent weeks.  The sources said Orchard Supply and its lenders are
discussing an out-of-court restructuring or a so-called
prepackaged bankruptcy filing.

Orchard Supply said in a February regulatory filing that if it
doesn't strike a deal with lenders by May 1, it could default on a
coming payment on a $55.2 million loan.

WSJ notes Orchard Supply has a market capitalization of around
$24 million and carries about $230 million in debt.

                       About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

As reported by the Troubled Company Reporter on March 8, 2013,
Orchard Supply on Feb. 11, 2013, expanded its existing Senior
Secured Credit Facility with Wells Fargo Capital Finance and Bank
of America, N.A., increasing total borrowing capacity to $145
million through the addition of a $17.5 million last-in-last-out
supplemental term loan tranche.  On Feb. 14, the Company obtained
a waiver from current Term Loan lenders related to compliance with
the leverage ratio covenant for the fiscal quarter ended Feb. 2,
2013, and the fiscal quarter ending May 4, 2013, which means that
the next applicable measurement date for the leverage covenant is
Aug. 3, 2013, subject to the Company's continued compliance with
the terms and conditions set forth in the waiver.  The Company
continues to work with Moelis & Co. toward the refinancing or
modification of its Senior Secured Term Loan.  The Company also
continues to explore several actions designed to restructure its
balance sheet for a sustainable capital structure, including
seeking new long term debt or equity.

                           *     *     *

As reported by the Troubled Company Reporter on Dec. 13, 2012,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Orchard Supply to 'CCC' from 'B-'.  The outlook is
negative.

"We are also lowering our rating on the company's term loan to
'CCC' from 'B-' in conjunction with the downgrade.  The recovery
rating remains '4' recovery rating, indicating our expectation for
average (30% to 50%) recovery in the event of a payment default,"
S&P said.

"The ratings on Orchard Supply reflects Standard & Poor's Ratings
Services' assessment of its financial risk profile as 'highly
leveraged,' which incorporates near-term potential for
noncompliance with financial covenants and significant debt
refinancing risks.  Our view of its business risk profile as
'vulnerable' considers the company's small size relative to the
highly competitive home improvement segment of the retail industry
and its exposure to housing market conditions in California," S&P
said.


ORCHARD SUPPLY: Ed Lampert et al. Unload Class A Shares
-------------------------------------------------------
Edward S. Lampert et al. disclosed in a Form 4 regulatory filing
with the Securities and Exchange Commission that between April 9
and 11, Mr. Lampert and his affiliated entities disposed off
roughly 21,000 shares of Orchard Supply Hardware Stores
Corporation Class A Common Stock at selling price of $4 to $4.02 a
share.  Some of those sold shares were directly held by Ed
Lampert.  The Lampert entities continue to hold Orchard Supply
Class A shares following the deals.

A copy of the Form 4 statement is available at http://is.gd/mV69W5

The Lampert entities also dumped Orchard Supply Class A shares in
transactions dated:

     -- April 1 (roughly 3,100 shares at $4.06 apiece)
        See http://is.gd/TFS36N

     -- March 26-27 (roughly 51,000 shares at $4 to $4.02 apiece)
        See http://is.gd/lci02F

     -- March 21-22, 25 (roughly 68,900 shares at $4 to $4.02
        apiece).  See http://is.gd/lINmxW

The Lampert entities also sold off roughly 2,500 shares of Series
A Preferred Stock at $1.27 apiece -- see http://is.gd/lci02F--
and 7,400 Series A Preferreds at $1.35 apiece -- see
http://is.gd/lINmxW-- during the sell-off periods.

According to the regulatory filing, the Lampert entities also
continue to hold Series A Preferred Stock in the Company,
including 1,131,419 directly held by Ed Lampert, himself.

The Form 4 statement was jointly filed by and on behalf of each of
Edward S. Lampert, ESL Partners, L.P. ("Partners"), RBS Partners,
L.P. ("RBS"), ESL Institutional Partners, L.P. ("Institutional"),
RBS Investment Management, L.L.C. ("RBSIM"), CRK Partners, LLC
("CRK") and ESL Investments, Inc. ("Investments"). Mr. Lampert,
Partners, Institutional and CRK are the direct beneficial owners
of the securities.

RBS is the general partner of, and may be deemed to beneficially
own securities owned by, Partners. RBSIM is the general partner
of, and may be deemed to beneficially own securities owned by,
Institutional. Investments is the general partner of RBS, the sole
member of CRK and the manager of RBSIM. Investments may be deemed
to beneficially own securities owned by RBS, CRK and RBSIM. Mr.
Lampert is the Chairman, Chief Executive Officer and Director of,
and may be deemed to beneficially own securities owned by,
Investments.

                       About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

As reported by the Troubled Company Reporter on March 8, 2013,
Orchard Supply on Feb. 11, 2013, expanded its existing Senior
Secured Credit Facility with Wells Fargo Capital Finance and Bank
of America, N.A., increasing total borrowing capacity to $145
million through the addition of a $17.5 million last-in-last-out
supplemental term loan tranche.  On Feb. 14, the Company obtained
a waiver from current Term Loan lenders related to compliance with
the leverage ratio covenant for the fiscal quarter ended Feb. 2,
2013, and the fiscal quarter ending May 4, 2013, which means that
the next applicable measurement date for the leverage covenant is
Aug. 3, 2013, subject to the Company's continued compliance with
the terms and conditions set forth in the waiver.  The Company
continues to work with Moelis & Co. toward the refinancing or
modification of its Senior Secured Term Loan.  The Company also
continues to explore several actions designed to restructure its
balance sheet for a sustainable capital structure, including
seeking new long term debt or equity.

The Wall Street Journal has reported that Orchard Supply also has
hired restructuring lawyers at DLA Piper and financial adviser FTI
Consulting, while people familiar with the matter said some
lenders involved in restructuring talks have engaged Zolfo Cooper
LLC and Dechert LLP.  WSJ relates people familiar with the talks
said Orchard Supply and its lenders are discussing an out-of-court
restructuring or a so-called prepackaged bankruptcy filing.


                           *     *     *

As reported by the Troubled Company Reporter on Dec. 13, 2012,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Orchard Supply to 'CCC' from 'B-'.  The outlook is
negative.

"We are also lowering our rating on the company's term loan to
'CCC' from 'B-' in conjunction with the downgrade.  The recovery
rating remains '4' recovery rating, indicating our expectation for
average (30% to 50%) recovery in the event of a payment default,"
S&P said.

"The ratings on Orchard Supply reflects Standard & Poor's Ratings
Services' assessment of its financial risk profile as 'highly
leveraged,' which incorporates near-term potential for
noncompliance with financial covenants and significant debt
refinancing risks.  Our view of its business risk profile as
'vulnerable' considers the company's small size relative to the
highly competitive home improvement segment of the retail industry
and its exposure to housing market conditions in California," S&P
said.


OVERSEAS SHIPHOLDING: Jademar Files Schedules of Assets & Debts
---------------------------------------------------------------
Jademar Limited, 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     $78,360,502.40
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                                        $38,452,651.87
                         --------------          --------------
TOTAL                    $78,360,502.40          $38,452,651.87

                     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: Joyce Car Files Schedules of Assets & Debts
-----------------------------------------------------------------
Joyce Car Carrier 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     $27,329,704.44
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                                         $5,558,443.86
                         --------------          --------------
TOTAL                    $27,329,704.44           $5,558,443.86

                     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: Juneau Tanker Files Assets, Debts Schedules
-----------------------------------------------------------------
Juneau 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     $2,000,000.00
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                                                    $0.00
                         --------------          --------------
TOTAL                     $2,000,000.00                   $0.00

                     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: Kimolos Tanker Files Assets, Debts Schedules
------------------------------------------------------------------
Kimolos 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     $17,462,834.51
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                                        $23,417,960.93
                         --------------          --------------
TOTAL                    $17,462,834.51          $23,417,960.93

                     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.


OZ GAS: Court Okays Joel M. Walker as Mediator
----------------------------------------------
The Hon. Thomas P. Agresti, Chief Judge of the U.S. Bankruptcy
Court for the Western District of Pennsylvania appointed Joel M.
Walker, Esq., of the law firm Duane Morris LLP to act as mediator
in the Chapter 11 cases of Oz Gas, Ltd., Great Plains Exploration,
LLC, and John D. Oil and Gas Company.

On March 15, 2013, the Debtors and RBS Citizens, N.A. d/b/a
Charter One, filed a joint motion for mediator appointment,
selecting Mr. Walker as mediator.  Mr. Walker will be paid $625
per hour for his services.

The Court, on March 13, 2013, ordered that the Debtors' motion to
extend exclusive solicitation period is denied as moot, in light
of the order dated March 7, 2013, denying upon consent of the
counsel for the Debtors the disclosure statements and proposed
Chapter 11 plans, without prejudice to refiling.

As reported by the Troubled Company Reporter on March 26, 2013,
the Court denied approval of the disclosure statements.  The
counsel for the Debtors then asked for an additional period of
time to allow for the possibility of reaching a meeting of the
minds with RBS, the Debtors' largest secured creditor.  The
Debtor's counsel raised the possibility of a mediation as a means
to that end.  RBS was initially skeptical of the idea but became
more receptive after the Court suggested that the principal of the
Debtors, Richard Osborne, who is a guarantor of the Debtors' debt,
would be required to provide an audited individual net worth
statement.  Accordingly, the Court extended the exclusive period
for the Debtors to propose and solicit acceptances of their plan
until April 22.

RBS is represented by:

      Frederick D. Rapone, Jr.
      CAMPBELL & LEVINE, LLC
      310 Grant Street, Suite 1700
      Pittsburgh, PA 15219
      Tel: (412) 261-0310
      Fax: (412) 261-5066
      E-mail: fdr@camlev.com

              and

      Andrew C. Kassner
      Andrew J. Flame
      DRINKER BIDDLE & REATH LLP
      One Logan Square, Suite 2000
      Philadelphia, PA 19103-6996
      Tel: (215) 988-2700
      Fax: (215) 988-2757
      E-mail: Andrew.Kassner@dbr.com
              Andrew.Flame@dbr.com

                        About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


OZ GAS: PCO-Mayfield Withdraws Motion for Trustee Appointment
-------------------------------------------------------------
PCO-Mayfield, Ltd., has withdrawn its motion for the appointment
of a Chapter 11 trustee in the Chapter 11 cases of Oz Gas, Ltd.,
Great Plains Exploration, LLC, and John D. Oil and Gas Company.

On June 27, 2008, Great Plains entered into an operating agreement
with PCO, by and among the Debtor, Anthony Panzica, and J&J Caputo
Limited, wherein the parties associated themselves as an Ohio
limited liability company known as PCO.  On that same date, Great
Plains entered into Well Operating Agreement, pursuant to which
Great Plains agreed to operate certain gas wells for the benefit
of PCO.

Certain postpetition amounts were due to PCO, causing it to file a
motion for relief from automatic stay on May 25, 2012.  After
hearing on that relief on Aug. 14, 2012, the Court entered an
order that, inter alia, established certain payment terms and set
forth a procedure in the event of a default under the terms
thereof.

On Jan. 18, 2013, the Debtor filed a motion to assume executory
contracts relating to PCO.  Great Plains wanted to assume the Well
Operating Agreement and the LLC Operating Agreement, but PCO
claimed that the Debtor wasn't remitting 100% of the well proceeds
to PCO, which constituted a default on the Wells Operating
Agreement.  On Feb. 14, 2013, PCO filed the objection to the
motion to assume, after it filed on Feb. 8, 2013, a motion for the
appointment of a Chapter 11 trustee.  On Feb. 8, PCO also filed an
affidavit of default claiming that Great Plains defaulted on its
obligations under the stay order.

Great Plains and PCO have agreed to resolve all disputes relating
to the stay motion, the motion to assume, and the Chapter 11
trustee motion.  On March 12, 2013, Great Plains paid PCO for all
post-petition amounts due.  Great Plains' managing member, Richard
Osborne, paid PCO the entire amount of its pre-petition claim
against the Debtor.  The parties have agreed that the LLC
Agreement and the Well Operating Agreement are assumed by Great
Plains.

In an order dated March 14, 2013, the Court approved an agreement
reached between PCO and the Debtors to resolve the disputed
matters.

PCO is represented by:

      Harry W. Greenfield
      BUCKLEY KING LPA
      1400 Fifth Third Center
      600 Superior Avenue, East
      Cleveland, Ohio 44114
      Tel: (216) 363-1400
      Fax: (216) 579-1020
      E-mail: greenfield@buckleyking.com

                        About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


PARMALAT SPA: Grant Thornton Wins Dismissal of Case over Collapse
-----------------------------------------------------------------
Tiffany Kary & William Rochelle, writing for Bloomberg News,
reported that Grant Thornton LLP won dismissal of a lawsuit
alleging accounting malpractice related to the 2003 bankruptcy of
Parmalat SpA. (PLT).

According to the Bloomberg report, U.S. Bankruptcy Judge John
Darrah granted a summary judgment to the Chicago-based accounting
firm in an order entered April 9 in Chicago district court. After
a 10-year legal history involving several changes of venue, Darrah
said he would retain jurisdiction over the case, and rule in favor
of Grant Thornton for the same reason a prior court had.

"These cases have remained unresolved for nearly ten years, and it
is unlikely that a remand back to state court will result in more
timely dispositions of the cases," Darrah wrote, Bloomberg
related.

Bloomberg related that U.S. District Judge Lewis Kaplan in
Manhattan dismissed the suits in September 2009 based on a defense
known as the in pari delicto doctrine. Under the theory, no one
can sue to recover damages from a fraud in which it was a willing
participant.  Kaplan dismissed the suit on what's known as a
motion for summary judgment. Bondi had appealed, contending there
was no definitive ruling on whether Illinois law would impose the
in pari delicto defense on a bankruptcy trustee.  Grant Thornton
asked the federal district court in Chicago to dismiss the suit
rather than send it to state court.

"Grant Thornton's motion to retain jurisdiction and enter judgment
is granted," Darrah wrote, Bloomberg said.

The case is Bondi v. Grant Thornton International, 04-6031, U.S.
District Court, Northern District Illinois (Chicago).

                      About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that
can be stored at room temperature for months.  It also has about
40 brand product lines, which include yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.  Dr.
Enrico Bondi was appointed Extraordinary Commissioner in each of
the cases.  The Parma Court declared the units insolvent.

On June 22, 2004, Dr. Bondi, on behalf of the Italian entities,
sought protection from U.S. creditors by filing a petition under
Sec. 304 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
04-14268).

Parmalat's U.S. operations filed for Chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary Holtzer,
Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges
LLP, represented the U.S. Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200 million
in assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Three special-purpose vehicles established by Parmalat S.p.A. --
Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food
Holdings Ltd. -- commenced separate winding up proceedings before
the Grand Court of the Cayman Islands.  Gordon I. MacRae and
James Cleaver of Kroll (Cayman) Ltd. were appointed liquidators
in the cases.  On Jan. 20, 2004, the Liquidators filed a Sec. 304
petition (Bankr. S.D.N.Y. Case No. 04-10362).  Gregory M.
Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, and Richard
I. Janvey, Esq., at Janvey, Gordon, Herlands Randolph,
represented the Finance Companies in the Sec. 304 case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases and Sec. 304 cases.  In 2007, Parmalat obtained a
permanent injunction in the Sec. 304 cases.


PATRIOT COAL: Offers Mine Workers Union 35% Stake in Newco
----------------------------------------------------------
Patriot Coal Corp., facing protests as it seeks to cut benefits to
union workers, revised its proposal and offered union workers an
equity stake in a reorganized company.

The St. Louis Post-Dispatch reports that Patriot Coal Corp. on
April 10 submitted to the United Mine Workers of America a
proposal:

     -- wherein the mine workers union would get a 35% stake in
        the reorganized company, stock which is estimated to be
        worth hundreds of millions of dollars;

     -- wherein the union may sell the shares to generate "a
        substantial cash contribution" for a trust fund to help
        pay its members' health care costs;

     -- extending for six months the date on which retiree health
        care funding is transitioned to the trust, allowing
        retirees and beneficiaries to keep their current benefits
        through the end of the year;

     -- accepting most terms of the union's proposal for a
        litigation trust that would be funded with $2 million from
        Patriot after its emergence from bankruptcy for the
        purpose of pursuing claims against Peabody Energy Corp.,
        Arch Coal Inc. or other parties; and

     -- wherein the Company pledges to pursue "good faith"
        negotiations with the UMWA 1974 Pension Plan toward a
        mutually agreeable arrangement and avoid creation of a
        large unsecured claim that would hurt other creditors.

St. Louis Post-Dispatch report notes the proposal is Patriot's
fifth and latest offer.  According to the report, the Company is
seeking to obtain the union's support for cuts in benefits and
wages that Company officials say are necessary for the company's
survival.  The offer was submitted less than three weeks before
Patriot and the union are set to clash in a bankruptcy hearing
over a previous proposal to cut back wages and benefits.


Bloomberg News related that Patriot filed for bankruptcy in July,
citing falling demand for coal and obligations to pay $1.6 billion
in lifetime health care for its 8,100 retirees. Patriot is seeking
to trim costs by negotiating with unionized employees, and the St.
Louis-based company said it needs to shed at least $150 million
more in labor expenses to avoid liquidating in bankruptcy, an
outcome it says would be worse for retirees, employees and
creditors.

"Unfortunately, Patriot simply does not have the financial
resources to support its current benefit levels and will not
survive without substantial changes across its cost structure,"
the company said in a copy of the proposal, available on a website
about the bankruptcy case, according to Bloomberg.

Bloomberg further related that Patriot has proposed to reduce its
obligations by creating a voluntary employees' beneficiary
association, or VEBA, trust administered by the UMWA Health and
Retirement Funds. The trust would get funding from Patriot in
several ways, and the new proposal would include royalty
contribution for every ton produced at all existing mining
complexes.

The new proposal also extends by six months the date on which
retiree health care will be moved to the trust, giving retirees
and beneficiaries more time to receive their current level of
benefits, Bloomberg said.

                         Obama Help Sought

Mike Elk, reporting for In These Times, reports that Senator Joe
Manchin (D-W.Va.) is calling upon President Obama to get involved
in the fight to maintain the pension benefits of Patriot Coal
retirees.

"This country wasn't built on having laws on the books that
basically protected those that don't need protection, by
sacrificing those who basically have given their whole life to
something," Senator Joe Manchin (D-W.Va.) told Working In These
Times after the Charleston, W.Va., rally.  "This is a national
issue. The President is a leader. Leadership has got to start at
the top."

In These Times relates the UMWA is hoping to enlist some
legislative pressure to create a failsafe to protect coal miners
from future Patriot-style bankruptcies.  Senator Jay Rockefeller
(D-W.Va.) and Rep. Nick J. Rahall (D-W.Va.) have introduced the
Coalfield Accountability and Retired Employee Act that would save
the Patriot Coal retirees' benefits.  The bill would make it
tougher for coal companies to get out of obligations to retirees,
extend retirement protections from the 1992 COAL Act to miners who
retired after 1992, and transferred unused funds from the federal
Abandoned Mine Land fund to shore up the insolvency.

With Republicans controlling the House, the UMWA remains
pessimistic that such a bill could pass, according to In These
Times.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Survival Questionable at the Onset, CEO Says
----------------------------------------------------------
Patriot Coal CEO Mr. Ben Hatfield, who was not at the Company's
helm when it filed Chapter 11 bankruptcy, said he has many of the
same concerns as labor leaders, according to Coalguru.com, citing
a statejournal.com article.

According to the Coalguru.com report, Mr. Hatfield said "Frankly,
as a competitor, we looked at that and said 'how could that work?'
It looks like a bad balance here too many liabilities and not
enough assets. Now, they were some good assets. These are coal
mines that have a lot of potential and good people and good
management but an inordinate amount of legacy liabilities
disproportionate to the assets. As a competitor we were very
suspect from the day the spin was announced as to whether this
venture could survive."

Mr. Hatfield joined Patriot from International Coal Group, where
he was CEO.  The report relates Mr. Hatfield said at that time,
coal executives were scratching their heads about the formation of
Patriot Coal.  The report notes that when Mr. Hatfield joined
Patriot Coal it was obviously struggling but he said that no one
at that point -- just nine months before the filing -- was
predicting bankruptcy.

According to the report, Mr. Hatfield said that "Even if you go
back to the public announcements at the time of the spin, Peabody
proudly declared they had divested a significant, indeed the
majority of their long term labor liabilities. They saw it as an
opportunity to segregate Peabody going forward from liabilities
that were sure to grow in an industry that is very challenged,
particularly in Appalachia. So I think it was the plan."  Mr.
Hatfield continues that "I think it's a fair assessment to be
honest. It's 1 of the areas where I frankly agree with many of
things Mr Cecil Roberts has said that. Something doesn't quite
smell right here."

                        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.


PINNACLE AIRLINES: Honeywell Opposes Assumption of Contract
-----------------------------------------------------------
Honeywell International asked U.S. Bankruptcy Judge Robert Gerber
to deny the proposed assumption of its maintenance services
agreement with Pinnacle Airlines Corp.

Pinnacle proposed last month to take over the contract as part of
its Chapter 11 plan of reorganization.

In case the bankruptcy judge allows Pinnacle to assume the
contract, the airline should be required to pay a cure of $86,210,
Honeywell said in an April 10 filing.

                       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 Rates $1.73 Billion Senior Loan 'Ba3'
-------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to $1.73 billion of
senior secured loans being offered by Pinnacle Foods Finance LLC.
The rating outlook is positive.

The senior secured debt instruments being offered consist of a
$1.58 billion seven-year term loan and a $150 million five-year
revolving credit facility. Proceeds from the new loans will be
used to primarily to refinance four existing senior secured term
loans totaling $1.526 billion expiring between 2014 and 2018. The
new revolving credit facility, which will be undrawn at closing,
will replace an existing $150 million revolving credit facility
that expires April 2017. The refinancing will generate
approximately $20 million in annual cash interest savings for
Pinnacle from reduced pricing and will extend the weighted average
duration of its senior secured loans by about 3 years.

Rating Rationale:

Pinnacle's B1 Corporate Family Rating reflects the company's
modest leverage and its portfolio of mature brands in the frozen
and shelf-stable food categories that generate relatively stable
operating performance, albeit with limited growth potential.
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, and its greater capacity to pursue mergers and acquisitions
as a public company.

Pinnacle's Corporate Family rating was upgraded to B1 from B2 on
April 10, 2013 after the company successfully raised $667 million
in an IPO and used the proceeds to make permanent reductions to
its outstanding debt. The outlook was also revised to positive.

Pinnacle Foods Finance LLC:

Ratings Assigned

  $150 million proposed senior secured revolving loan expiring
  April 2018 at Ba3 LGD3 - 40%;

  $1,580 million proposed senior secured Term Loan G due April
  2020 at Ba3 LGD3 - 40%.

Ratings to Be Withdrawn Pending Repayment

  $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.

The rating on the senior secured debt instruments is Ba3, one
notch above the Corporate Family Rating, reflecting secured
creditors' senior position in right of payment ahead of $400
million of unsecured debt which is rated B3. The senior unsecured
debt is rated two notches below the Corporate Family Rating
reflecting their junior position in the capital structure to
$1,730 million of senior secured debt instruments.

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.

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.

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.


POWERWAVE TECHNOLOGIES: Secures DIP Financing, Appoints New CEO
---------------------------------------------------------------
Powerwave Technologies, Inc. on April 12 disclosed that it has
entered into a Debtor in Possession Credit and Security Agreement
with P-Wave Holdings, LLC, an affiliate of The Gores Group.  Under
the agreement, P-Wave Holdings, LLC will make available to the
Company a multiple draw senior secured priming term loan credit
facility of up to $5,000,000 ("DIP Facility") for general
corporate purposes and working capital during its bankruptcy case
in support of the sales process the Company is undertaking.

The Company's sales process has been extended by the Bankruptcy
Court with bids due on May 9, 2013 and an auction date of May 13,
2013.  The Bankruptcy Court has approved the Company's retention
of Houlihan Lokey as its investment banker to assist in the sales
process.

In a separate matter, Powerwave also disclosed that Ronald J.
Buschur has resigned from his positions as President and Chief
Executive Officer.  The Board of Directors of the Company has
appointed Khurram Sheikh as Chief Executive Officer.  Mr. Sheikh
previously was the Company's Chief Technology Officer.  "We
appreciate the continued support of Gores in making the additional
funds available to the Company which allows the Company and its
investment banker to complete a more robust marketing and sale
process," stated Khurram P. Sheikh, the Company's CEO.

                   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.


PROTECTIVE LIFE: Fitch Affirms BB+ Ratings on 2 Sub. Debt Classes
-----------------------------------------------------------------
Fitch Ratings has affirmed Protective Life Corp.'s (NYSE: PL)
Issuer Default Rating (IDR) at 'BBB+' and senior debt ratings at
'BBB'. At the same time, Fitch has affirmed the 'A' Insurer
Financial Strength (IFS) ratings of PL's primary life insurance
subsidiaries. The Rating Outlook is Stable.

Key Rating Drivers:

The rating action follows PL's announcement that it plans to
acquire MONY Life Ins. Co. from AXA Financial, Inc. for about $1
billion. As part of the transaction, PL will also acquire certain
blocks of business via reinsurance from an affiliate of MONY Life,
which will remain part of AXA Financial. The business to be
acquired represents approximately $9.8 billion of statutory
reserves and largely consists of legacy closed block individual
participating life insurance business formed when MONY Life
demutualized in 1998.

The affirmation of PL's ratings reflects Fitch's view that the
proposed transaction is consistent with the company's strategy to
acquire blocks of life insurance business. Fitch believes that the
acquisition of companies and life blocks is a core competency of
PL, and anticipates that the company's expertise in this area will
mitigate execution risk. Fitch expects the acquisition should
provide the company with a stable source of earnings and cash flow
from a relatively low risk block of life insurance business.

The acquisition will be funded from existing sources of capital
and liquidity. The bulk of the financing will come from capital at
Protective Life Ins. Co. (PLICO), the group's primary operating
company. The financing is expected to reduce PLICO's risk-based
capital (RBC) ratio from 510% at year-end 2012 to closer to 400%.
The RBC is expected to remain above 400% post-acquisition.

PL's $750 million credit facility is expected to provide about
$100 million of acquisition funding. This will take PL's financial
leverage ratio from 29% at year-end 2012 to about 31% on a pro
forma basis. This is somewhat above expectations for the rating
level but within tolerances. Total leverage remains high driven by
PL's reserve financing. PL has one of the highest total financing
and commitments (TFC) ratios in the Fitch universe at 1.7x.

Fitch views PL's full-year 2012 operating results as good and in
line with expectations for the rating. Results were relatively
flat with the prior year, as favorable factors, including good
mortality and improved equity market performance, were offset by
the impact of ongoing low interest rates, including lower lapses,
and higher expenses in the asset protection segment.

Fitch views PL's ability to service adjusted debt interest expense
as solid based on GAAP earnings coverage in the 8x range. Cash
interest coverage, which considers maximum statutory dividend
capacity and committed cash at the holding company relative to
adjusted interest expense, is also strong at about 6x.

Key concerns include macroeconomic headwinds from low interest
rates and financial market volatility. These conditions are
expected to constrain PL's ability to improve earnings over the
near term and could have a material negative effect on the
company's earnings and capital in a severe, albeit unexpected,
scenario.

Rating Sensitivities:

The key rating triggers that could result in an upgrade include
continued good GAAP operating profitability and earnings-based
coverage of interest expense; financial leverage below 25%; TFC
below 1.0x range.

The key rating triggers that could result in a downgrade include a
material decline in GAAP equity that would drive financial
leverage above 30% or a drop in statutory capital that would drive
reported RBC below 300%, a downturn or weak growth in earnings, or
a material reinsurance loss. Ratings could also be pressured if
interest coverage fell below 5x or the TFC rises above 2.0x on a
sustained basis.

Fitch has affirmed the following ratings with a Stable Rating
Outlook:

Protective Life Corporation
-- IDR at 'BBB+';
-- $250 million in senior notes due 2013 at 'BBB';
-- $150 million in senior notes due 2014 at 'BBB';
-- $150 million in senior notes due 2018 at 'BBB';
-- $400 million of 7.38% senior notes due 2019 at 'BBB';
-- $300 million of 8.45% senior notes due 2039 at 'BBB';
-- $100 million of 8.00% senior retail notes due 2024 at 'BBB';
-- $288 million of 6.25% subordinated debt due 2042' at 'BB+';
-- $150 million of 6.00% subordinated debt due 2042 at 'BB+';
-- $103 million of 6.13% trust preferreds issued through PLC
-- Capital Trust V due 2034 at 'BB+'.

Protective Life Insurance Company
Protective Life and Annuity Insurance Company
West Coast Life Insurance Company
-- IFS at 'A'.

Protective Life Secured Trust
-- Medium-term notes at 'A'.


QUIGLEY CO: Ends Appeal of $8.7MM Asbestos Verdict
--------------------------------------------------
Jeremy Heallen of BankruptcyLaw360 reported that a Texas appeals
court on Thursday overturned an $8.7 million judgment against
Pfizer Inc. and its defunct subsidiary Quigley Co. Inc. after the
company announced it had reached a settlement in bankruptcy court
with a group of asbestos victims.

According to the report, the Ninth District Court of Appeals
vacated a 2003 judgment in favor of Sammy Ray Acker and others who
had claimed they suffered asbestos exposure from coming in contact
with Quigley's industrial products, removing a hurdle to the
company's upcoming confirmation bid of its Chapter 11
reorganization.

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s.  In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a
proposed global resolution of all pending and future asbestos-
related personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuch Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.

In April 2011, the bankruptcy judge approved a plan-support
agreement with Pfizer and an ad hoc committee representing 30,000
asbestos claimants.

A May 20, 2011 opinion by District Judge Richard Holwell concluded
that Pfizer was directly liable for some asbestos claims arising
from products sold by its now non-operating subsidiary Quigley.


RAHA LAKES: Plan Outline Hearing Continued Until April 30
---------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
continued until April 30, 2013, at 10 a.m., the hearing to
consider adequacy of information in the Disclosure Statement
explaining Raha Lakes Enterprises, LLC, et al.'s proposed Joint
Plan of Reorganization.

The Court also directed that the Debtors are to file an Amended
disclosure statement by March 29.  Objections, if any, to the
Amended Disclosure Statement were due April 12, and any reply must
be filed by April 26.

The Debtors filed on Jan. 15, 2013, a joint disclosure statement
describing their joint plan of reorganization dated Jan. 14, 2013.
The Plan will be funded from the following sources and in the
following order of priority: (1) the operation of the Debtors'
real property at 900 South San Pedro Street, Los Angeles, in the
South-East corner of 9th Street and San Pedro Street, in the
Garment District in Downtown Los Angeles, (2) the refinance or
sale of the Property, and (3) contributions from the Debtors'
principal owner, Kayhan Shakib.

Specifically, the Plan provides that:

  * San Pedro Investment, LLC's first priority secured claim
(Class 1 - $6,144,820) will continue to be secured by the
Property.  The SPI Secured Claim will accrue interest after the
Effective Date at a rate of 5 1/2% per year and will be due in 3
years with payments amortized over 360 months and paid in equal
monthly installments of $30,000.  The Principal balance will be
due on the last day of the 36th month following the first month
after the Effective Date.

  * San Pedro Investment's second priority secured claim (Class 2
- $2,563,570) will continue to be secured by the Property.  The
SPI Secured Claim will accrue interest after the Effective Date at
a rate of 5 1/2% per year and will be due in 3 years with payments
amortized over 360 months and paid in equal monthly installments
of $30,000.  The Principal balance will be due on the last day of
the 36th month following the first month after the Effective Date.

  * Unsecured claims (Class 4) in the approximate amount of
$369,597, to the extent not disputed, will be paid a total of 100%
of the Allowed Claim on a monthly basis over 2 years from the
Effective Date with the first payment on the 90th day after the
Effective Date.  Of the Class 4 claims, $250,000 is the claim of
an insider.

  * Interest holders (Class 5) will retain their interests in the
Reorganized Debtors.

A copy of the Joint Disclosure Statement is available at:

            http://bankrupt.com/misc/rahalakes.doc88.pdf

                         About Raha Lakes

Raha Lakes Enterprises, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-43422) on Oct. 3, 2012, in Los Angeles.
Raha Lakes, a single-asset real estate company, estimated assets
of at least $10 million and debt of at least $1 million.  The
company's principal asset is at 900 South San Pedro Street in Los
Angeles.  Raha Lakes estimated $10 million to $50 million in
assets, and $1 million to $10 million in debts.  The petition was
signed by Kayhan Shakib, managing member.

Mehr in Los Angeles Enterprises, LLC, filed a bare-bones Chapter
11 petition (Bankr. C.D. Calif. Case No. 12-43589) on Oct. 4,
2012, estimating assets of at least $10 million and liabilities of
at least $1 million.  The petition was signed by Yadollah Shakib,
managing member.

Judge Ernest M. Robles presides over the cases.  The Debtors are
represented by Michael S. Kogan, Esq., at Kogan Law Firm APC.

John Choi, Esq., at Kim Park Choi, in Los Angeles, represents
secured creditor San Pedro Investment, LLC, as counsel.


RAPID-AMERICAN CORP: Committee Taps Caplin & Drysdale as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Rapid-American Corp. seeks authorization from the Hon.
Stuart M. Bernstein of the U.S. Bankruptcy Court of the Southern
District of New York to retain Caplin & Drysdale, Chartered, as
counsel.

Caplin will, among other things, prepare on behalf of the
Committee all necessary motions, applications, pleadings,
memoranda, proposed orders, reports, and other legal documents, at
these hourly rates:

      Elihu Inselbuch, Member          $1,000
      Ronald E. Reinsel, Member          $730
      Kevin C. Maclay, Member            $565
      Rita C. Tobin, Of Counsel          $555
      Sara Joy DelSavio, Paralegal       $230
      Eugenia Benetos, Paralegal         $230
      Ashley Hutton, Paralegal           $215

To the best of the Committee's knowledge, Caplin does not hold or
represent any interest adverse to the Debtor on any matters for
which SNR Denton is to be engaged.

A hearing on the Committee's employment of Caplin will be held on
April 30, 2013, at 10:00 a.m. (Eastern Time).

Caplin can be reached at:

      Elihu Inselbuch, Esq.
      Rita C. Tobin, Esq.
      600 Lexington Avenue, 21st Floor
      New York, New York 10022
      Tel: (212) 379-6000
      Fax: (212) 644-6755
      E-mail: einselbuch@capdale.com
              rtobin@capdale.com

               and

      Ronald E. Reinsel, Esq.
      Kevin C. Maclay, Esq.
      CAPLIN & DRYSDALE, CHARTERED
      One Thomas Circle, N.W., Suite 1100
      Washington, D.C. 20005
      Tel: (202) 862-5000
      Fax: (202) 429-3301
      E-mail: rreinsel@capdale.com
              kmaclay@capdale.com

                    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: Has Nod to Hire SNR Denton as Special Counsel
------------------------------------------------------------------
Rapid-American Corp. obtained permission from the Hon. Stuart M.
Bernstein of the U.S. Bankruptcy Court of the Southern District of
New York to employ SNR Denton US LLP as special counsel, nunc pro
tunc to March 8, 2013.

As reported by the Troubled Company Reporter on March 20, 2013,
the Debtor requested that SNR Denton serve as special counsel
because of that firm's extensive knowledge of the Debtor's
corporate history and corporate transactions, and the involvement
of that firm in the defense of the asbestos litigation confronting
the Debtor and the transactions in which the Debtor has
participated related thereto.

                    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: Seeks OK of Deal With DirectSourcing Germany
-------------------------------------------------------------
RDA Holding Co. and its affiliates seek entry of an order
authorizing the Debtors to enter into and perform under a
Termination and Transition Services Agreement, dated March 25,
2013, with DirectSourcing Germany GmbH.

In October 2009, Reader's Digest and DirectSourcing entered into
that certain Master Service Agreement (MSA), pursuant to which
DirectSourcing agreed to provide certain services related to the
sourcing and procurement of merchandise and promotional items.
The MSA provided that DirectSourcing was entitled as a condition
of its service to obtain certain insurance with respect to the
receivables procured under the DSG Contracts.  After entering into
the MSA, however, it became apparent that the insurance product
was not available.  Due to DirectSourcing's inability to obtain
such insurance, in or about June 2010, Reader's Digest agreed, as
an alternative, to place into escrow $500,000 of cash collateral
to secure all amounts owed to DirectSourcing under the DSG
Contracts.

The DSG Contracts provided that DirectSourcing could terminate the
agreement in the event that annual purchase volumes for Asian
procurement were below $16 million.  Currently, annual purchase
volumes are below the $16 million threshold.

The Debtors have determined that maintaining the DSG Contracts in
their current form is no longer cost-effective.  The Debtors
believe, however, that rejecting or terminating the DSG Contracts
at this time would generate certain adverse consequences for the
Debtors.  For example, exercising the termination for convenience
provision in the DSG Contracts would entitle the Debtors to
transition services but would require the incurrence of severance
obligations in an aggregate amount of approximately $300,000, and
the need to make immediate payments for works-in-process totaling
up to approximately $1.5 million in the aggregate.  Rejection, on
the other hand, would result in an abrupt termination that could
risk significant disruption to the Debtors' operations.  The
Debtors further believe that these adverse consequences also would
arise if DirectSourcing were to immediately terminate the DSG
Contracts on the basis that annual purchase volumes are below the
$16 million threshold, without an agreed upon transition
arrangement.

To avoid these and other negative consequences, the Debtors have
engaged in negotiations with DirectSourcing to achieve a smooth
and gradual exit from the existing arrangement on favorable terms.
The Debtors and DirectSourcing have reached a mutual agreement
that:

     1) terminates the DSG Contracts,

     2) ensures the orderly transition of works-in-process, the
        estimated value of which is approximately $1.5 million,
        and establishes procedures for continued sourcing and
        procurement services from DirectSourcing through the end
        of the current year,

     3) enables the Debtors to recover the $500,000 cash
        collateral deposit currently held in escrow upon payment
        of amounts outstanding,

     4) avoids the incurrence of most transition costs that the
        Debtors would otherwise incur if the Debtors were
        compelled to immediately replace DirectSourcing with one
        or more vendors, and

     5) provides for a negotiated severance cap of $188,000.

                     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: Judge OKs $6M Sale of Nordic, French Units
-----------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge on Thursday signed off on Reader's Digest
Association Inc.'s parent company's $5.8 million sale of its units
in France, Sweden and Finland, but declined to set aside 35
percent of the proceeds for its unsecured creditors.

According to the report, U.S. Bankruptcy Judge Robert D. Drain's
ruling will allow RDA Holdings Co. to shed three of its
underperforming European affiliates. The magazine publisher, now
in the midst of its second bankruptcy in four years, has said that
it believes regional companies will be more successful, the report
related.

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an
agreement with major stakeholders for a pre-negotiated chapter 11
restructuring. Under the plan, the Debtor will issue the new stock
to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


RESIDENTIAL CAPITAL: Judge Leaves $8MM in Bonuses Up In The Air
---------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge on Thursday held off on approving nearly $8
million in bonuses for Residential Capital LLC employees and
executives after questioning the fallen mortgage servicer's
attorneys on whether the goals required for the recipients are
challenging enough to warrant the pay.

According to the report, the proposed bonuses prompted an
objection from the U.S. Trustee, who is unconvinced that the
standards the executives must meet in order to receive the money
are difficult to achieve.

                    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).


RESIDENTIAL CAPITAL: Creditors Want to Sue Ally Financial
---------------------------------------------------------
Joseph Checkler at Daily Bankruptcy Review reports thatResidential
Capital LLC's creditors want the right to sue ResCap parent Ally
Financial Inc. over dealings between the entities before and since
ResCap's bankruptcy filing, which, if successful, could put
government-controlled Ally on the hook for all $20 billion to
$25 billion in ResCap's liabilities.

                    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: Mulls Adding Smoking Section at Resort
------------------------------------------------
Hoa Nguyen, writing for The Press of Atlantic City, in New Jersey,
reports that Revel's bankruptcy documents say the resort intends
to add a smoking section as part of its restructuring changes, but
there are indications officials haven't made a definitive
decision.  The resort has not submitted plans showing how it would
add a designated smoking area to the casino floor -- blueprint
submissions are required of any property prior to adding a smoking
section, according to the Atlantic City Health Department.  Under
the city's health codes, a casino can add smoking areas, but the
space must encompass no more than 25 percent of the gambling
floor.

The report relates Jeffrey Hartmann, Revel's interim CEO, was not
made available for an interview on the topic.  However, he issued
a statement in response to inquiries from The Press of Atlantic
City saying the resort was "weighing the benefits."

"As we evaluate our business model and look for ways to improve
the long-term viability of Revel, we are carefully weighing the
benefits of and how best to introduce a designated smoking area
within the casino," he said, according to the report. "We aim to
provide a wide array of amenities in order to cater to our guests'
varying preferences, and a designated smoking area could further
add to this offering."

According to the report, some observers said the decision to add a
smoking area is a difficult one because Revel, which was built on
a model that promotes healthy living, stands to alienate patrons
drawn to the resort for its smoke-free environment.

                         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.


RICEBRAN TECHNOLOGIES: Incurs $11.1-Mil. Net Loss in 2012
---------------------------------------------------------
RiceBran Technologies filed on April 1, 2013, its annual report on
Form 10-K for the year ended Dec. 31, 2011.

BDO USA, LLP, in Phoenix, Arizona, expressed substantial doubt
about RiceBran Technologies' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations resulting in an
accumulated deficit of $204.4 million at Dec. 31, 2012.  "Although
the Company emerged from bankruptcy in November 2010, there
continues to be substantial doubt about its ability to continue as
a going concern."

The Company reported a net loss of $11.1 million on $37.7 million
of revenues in 2012, compared with a net loss of $10.9 million on
$37.0 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $47.0 million
in total assets, $33.3 million in total liabilities, $9.3 million
in temporary equity, and equity attributable to RiceBran
Technologies shareholders of $4.4 million.

A copy of the Form 10-K is available at http://is.gd/vab8oi

Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.


RODEO CREEK: Has Final Approval to Obtain $9MM of DIP Loans
-----------------------------------------------------------
Judge Mike K. Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada entered a final order authorizing Rodeo Creek
Gold Inc. and Antler Peak Gold Inc. to incur loans under a $9
million postpetition term credit facility and for the Debtors to
use cash collateral securing their prepetition indebtedness.

The DIP Facility is arranged by an affiliate of Credit Suisse
Group AG, as agent.  The DIP financing would mature on the earlier
of three months after closing, and the consummation of the sale of
substantially all of the assets of the Debtors.  The maturity may,
in the DIP Agent's sole discretion, be extended by one one-month
extension, subject to an extension fee of 1% of the outstanding
amount of the DIP loan.  The interest rate will be the LIBOR rate
plus 3.75% and a commitment fee in the amount of 1.25% of the
commitment under the DIP facility would be payable monthly in
arrears;

As adequate protection for the use of cash collateral, the
prepetition secured lenders would receive superpriority claims,
replacement liens and payment of current interest and reasonable
fees.

The Debtors are expected to file a Chapter 11 plan in the form and
substance satisfactory to the DIP Agent and related disclosure
statement on or before April 22, 2013, and seek confirmation of
the Plan on an expedited basis.  The Plan is required to provide
for the establishment of a liquidating trust and the appointment
of a liquidating trustee.

Prior to the Court's final approval of the DIP Motion, Caterpillar
Financial Services Corporation, who has continued to raise
concerns regarding the amount of the DIP Facility actually needed
by the Debtors, consented to the increase in the interim DIP
Facility until the sale and auction dates at which point the
Debtors' budget and financial needs will be known.  Caterpillar
has also continued to assert that it holds a first priority lien
on the Debtors' assets.  In response, the Debtors argued that
Caterpillar does not hold any lien on the Debtors' assets but
instead is the smallest minority participant in the Existing
Hollister Credit Facility for which Credit Suisse is the
administrative and collateral agent.

The hearing on the sale of the Debtors' assets is continued to
May 2, 2013, at 1:30 p.m., according to an amended order.  The
auction will be conducted at the New York offices of Sidley Austin
LLP on April 23, commencing at 9:00 a.m. when the Debtors have
received qualified bids by the April 19 deadline.  Objections to
the sale must be filed by April 26.

The Final DIP Order grants each of the DIP Lenders and the
Existing Hollister Lenders the right to "credit bid" in full or in
part the amount of their secured claims at the sale of the
Debtors' assets.

               About Rodeo Creek and Great Basin

Canada-based The Great Basin Gold Ltd and its subsidiaries are
engaged in the exploration, development, and operation of high-
quality gold properties.  The GBG Group's primary projects are a
trial mine and a recently constructed start-up mine, both of which
are located in rich gold-producing regions: the Hollister trial
mine in Nevada and the Burnstone start-up mine in South Africa.
The GBG Group also holds interests in early-stage mineral
prospects located in Canada and Mozambique.

On Sept. 18, 2012, the GBG Group's primary South African operating
subsidiary and owner of the Burnstone Start-up Mine, Southgold
Exploration (Pty) Ltd., commenced business rescue proceedings
under chapter 6 of the South African Companies Act, 2008.

On Sept. 19, 2012, Great Basin Gold Ltd., the ultimate parent
company, applied for protection from its creditors in Canada
pursuant to the Companies' Creditors Arrangement Act, R.S.C. 1985,
c. C-36 in the Supreme Court of British Columbia Vancouver
Registry.  GBG arranged -- and the U.S. debtors cross-guaranteed
-- DIP financing from Credit Suisse and Standard Chartered Bank in
the amount of $51 million, of which $10 million was made available
to the U.S. subsidiaries and $25 million for South Africa.

On Feb. 25, 2013, Rodeo Creek Gold Inc., which operates and owns
the Hollister Trial-Mine, along with other U.S. subsidiaries of
Great Basin, filed petitions for Chapter 11 protection (Bankr. D.
Nev. Case No. 13-50301), in Reno, Nevada, as cash ran out before
they could complete the sale of the mine.

Rodeo Creek estimated assets worth less than $100 million and debt
in excess of $100 million.  Credit Suisse is the agent under the
Debtors' secured prepetition credit facilities: (i) the Existing
Hollister Credit Facility, under which the Debtors had $52.5
million outstanding at the end of 2012 and (ii) the Canadian DIP
Facility, under which the Debtors had guaranteed $35 million
outstanding as of the Petition Date.  The Debtors also had
$13.5 million in outstanding trade debt, in addition to certain
intercompany obligations.


ROTECH HEALTHCARE: Meeting to Form Creditors' Panel on April 18
---------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on April 18, 2013, at 10:00 a.m. in
the bankruptcy case of Rotech Healthcare Inc., et al.

The meeting will be held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                    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: Plan Outline Rejected; Case May Be Converted
------------------------------------------------------------------
Paul Brinkmann, writing for South Florida Business Journal,
reports U.S. Bankruptcy Judge Raymond Ray on Friday morning denied
approval of the disclosure statement explaining the exit plan for
Rothstein Rosenfeldt Adler.

The Plan, filed by retired judge Herbert Stettin, the defunct law
firm's Chapter 11 trustee, proposes to wind down litigation
connected to the law firm as well as grants releases to TD Bank,
which is being sued by former RRA clients for its role in Scott
Rothstein's $1.4 billion Ponzi scheme.  The Business Journal
report notes TD Bank has already paid more than $330 million in
Rothstein-related settlements.  The Plan would cut off further
litigation in exchange for a final payment of up to $72.5 million.

According to the report, Judge Ray made it clear Mr. Stettin can
resubmit the disclosure statement, but there may be a hearing
first on the motion to convert the case to a Chapter 7.  The
report also relates Judge Ray ordered that Mr. Settin and the
attorneys working with him at Berger Singerman should no longer
represent that the exit plan would pay all claims in full.

The Business Journal notes the ruling was a big win for RRA
creditors, especially for victims of the Ponzi scheme who are
currently suing TD Bank.  According to the report, the Plan drew
broad criticism because it also gives TD Bank a role in deciding
which claims would be paid in the future of the case. TD was Mr.
Rothstein's biggest bank; a federal judge has ruled that the bank
aided the fraud.

The report also notes the case has racked up around $40 million in
legal fees.

The Business Journal report also relates Michael Goldberg, Esq.,
an attorney with Akerman Senterfitt who represents the creditors
committee, said he would be considering his own plan.  He filed a
first draft of a plan last year that didn't proceed to
confirmation.

As reported by the Troubled Company Reporter, 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 Mr. Goldberg.  The plan called for the
creation of a liquidating trust and four classes of claimants.

                       Trustee Opposes Ch. 7

Brian Mahoney of BankruptcyLaw360 reported that the trustee for
convicted Ponzi schemer Scott Rothstein's bankrupt law firm urged
a Florida federal judge Wednesday not to convert the case to a
Chapter 7 liquidation, saying the firm's creditors are trying to
replace him with a fiduciary of their choosing who will "simply
accede to any demand."

According to the report, Herbert Stettin, the Chapter 11 trustee
for Rothstein Rosenfeldt Adler PA, said the creditors failed to
cite adequate law in seeking the conversion, fueling an ongoing
battle over a controversial $72 million deal.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 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 Jan. 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 is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.


RS TECHNOLOGIES: Alberta Court Extends CCAA Stay Until June 28
--------------------------------------------------------------
RS Technologies Inc. on April 12 disclosed that it has taken
several important steps under its Companies' Creditors Arrangement
Act (Canada) proceedings that were commenced on March 14, 2013.

RS has obtained from the Alberta Court of Queen's Bench an
extension of the stay of proceedings contained in the initial
order until June 28, 2013.  RS has also obtained an order
authorizing it to commence a reverse claims procedure in order to
identify all of its creditors and the amount of their claims
against the Company arising prior to March 14, 2013.

In conjunction with the application of RS, FTI Consulting Canada
Inc., in its capacity as a court-appointed monitor, has obtained
an order approving a sale and investor solicitation procedure,
authorizing the Monitor to execute a form of a stalking horse
credit bid agreement with Werklund Capital Corporation and Melbye
Skandinavia AS and increasing the amount of interim financing
available from WCC/Melbye.  The interim financing the Company now
has available under the interim financing credit agreement is up
to a maximum amount of $2,750,000.

The SISP will provide a procedure by which RS will solicit third
party interest from persons or entities with respect to a sale of
some or all of its assets or an equity investment with a
restructuring of RS's outstanding indebtedness.  The Monitor will
now implement the procedures outlined in greater detail in the
SISP.

RS's ultimate goal in relation to the SISP is the completion of a
transaction, which restructures its affairs in such a way so as to
maximize its value to all of its stakeholders.  Any such
Transaction would need to be approved by the Court upon completion
of the SISP.

While under CCAA protection, the Company continues its operations
in the normal course, under the supervision of the Monitor.  The
Monitor will also be responsible for implementing the SISP,
reviewing RS's ongoing operations, liaising with creditors and
other stakeholders and reporting to the Court.

In addition, on March 27, 2013, RS obtained an order of the Court
approving a key employee retention plan.  Further details of the
Stay Extension, Claims Procedure, SISP and the key employee
retention plan can be obtained from the Monitor's Web site at:

     http://cfcanada.fticonsulting.com/RS/default.htm

Since the commencement of the CCAA proceedings, RS has continued
to run as a going concern and has been successful in receiving,
processing and shipping orders on time to North American and
international customers, including the ongoing fulfillment of two
significant pole orders to utility companies in Norway.

RS Technologies Inc. is an ISO 9001:2008 certified company that
designs, engineers and manufactures composite utility poles.


SAN BERNARDINO, CA: Will Not Resume Paying Bondholders
------------------------------------------------------
Tim Reid, writing for Reuters, reported that bankrupt San
Bernardino will resume paying into the state pension fund on July
1, but the California city will continue to renege on other debts
including payments to bondholders, according to a new budget
released late Thursday.

According to the Reuters report, nearly a year after it halted
contributions to America's biggest pension fund, San Bernardino
will resume payments to Calpers at the start of the new fiscal
year -- but continue to not pay other creditors, according to the
budget.

San Bernardino will not make interest and principal payments on
$50 million in pension bonds issued in 2005, according to the new
budget, Reuters related.  The city council on Monday will review
the budget, a blueprint for how the city proposes to manage its
finances since declaring bankruptcy last August.

Reuters said San Bernardino's decision to resume its $1.2 million,
bimonthly employer contributions to Calpers while continuing to
defer pension bond debt will intensify the battle between the
pension fund and Wall Street bondholders.

Calpers, which manages $256 billion in assets, is San Bernardino's
biggest creditor, with the holders of its $50 million in pension
bonds its second-biggest creditor, the report said.  Calpers is
opposing San Bernardino's quest for bankruptcy, the only city to
have ever halted payments to the fund.

Reuters said there is no mention in the budget of how the city
intends to repay its arrears to Calpers, and other creditors.

In a letter attached to the new financial documents, officials say
roughly $35 million has been "deferred" by the city -- that is,
not paid to creditors, Reuters cited.

                   About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SATCON TECHNOLOGY: Trustee Gets Nod to Jump-Start Operations
------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a Delaware
bankruptcy judge on Thursday gave Satcon Technology Corp.'s
Chapter 7 trustee the green light to access cash collateral, which
the trustee will use to restart operations at the shuttered solar
energy firm on a limited basis.

According to the report, Trustee Charles M. Forman, appointed in
February after Satcon's sudden descent into Chapter 7, will use
those funds to hire a skeleton crew of former employees and finish
up a collection of contracts and orders which were nearly complete
when the case was converted.

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.

The bankruptcy judge converted the Chapter 11 reorganization to a
Chapter 7 liquidation at the company's request in February 2013
after there were no bids acceptable to lender Silicon Valley Bank
and the bank refused to allow further use of cash.


SCIENTIFIC LEARNING: Ernst & Young Raises Going Concern Doubt
-------------------------------------------------------------
Scientific Learning Corporation filed on April 1, 2013, its annual
report on Form 10-K for the year ended Dec. 31, 2012.

Ernst & Young, LLP, in San Jose, Cal., expresses substantial doubt
Scienfic Learning's ability to continue as a going concern, citing
the Company's recurring losses from operations, deficiency in
working capital and its need to raise additional capital.

The Company reported a net loss of $9.7 million on 28.1 million of
revenues in 2012, compared with a net loss of $6.5 million on
$41.1 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $13.1 million
in total assets, $18.3 million in total liabilities, and
stockholders' deficit of $5.2 million.

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

Oakland, Cal.-based Scientific Learning Corporation is an
education company that accelerates learning by applying proven
research on how the brain learns in online and on-premise software
solutions.


SENSATA TECHNOLOGIES: S&P Raises Sr. Unsecured Notes Rating to BB
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its issue-
level rating on Netherlands-based manufacturer Sensata
Technologies B.V.'s proposed senior unsecured notes due 2023 to
'BB' (the same level as the corporate credit rating) from 'BB-'
and revised the recovery rating to '4' from '5'.  The '4' recovery
rating indicates S&P's expectation for average (30% to 50%)
recovery in the event of a payment default.  S&P also affirmed the
senior secured issue ratings at 'BBB-', with a recovery rating of
'1', indicating expectation of very high (90% to 100%) recovery in
event of a payment default.

The higher issue-level rating on the proposed notes reflects
improved recovery prospects for the noteholders because the
additional $100 million in proceeds will be used to repay an
additional $100 million of priority secured term debt.  S&P has
not adjusted its estimate of net enterprise value at default
(about $1.05 billion) as a result of the upsizing.  The result is
for the expected recovery on the proposed notes at the low end of
S&P's '4' recovery rating range.

If the company completes the transaction as S&P expects, it will
raise the issue rating on the existing $700 million unsecured
notes to 'BB' from 'B+', and revise the recovery rating on the
notes to '4' from '6'.  These notes remain on CreditWatch with
positive implications.

RATINGS LIST

Sensata Technologies B.V.
Corporate credit rating          BB/Stable/--

Issue rating affirmed; recovery rating unchanged
Sensata Technologies B.V.
Senior secured                   BBB-
   Recovery rating                1

Issue ratings raised; recovery rating revised
                                  To              From
Sensata Technologies B.V.
Senior unsecured
  Notes due 2023                  BB              BB-
   Recovery rating                4               5


SEVEN COUNTIES: Section 341(a) Meeting Scheduled on May 9
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of Seven Counties
Services Inc. will be held on May 9, 2013, at 3:30 p.m. at Rm. 509
(Use 6th Street Elevators), 601 West Broadway, Louisville, KY
40202.

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.

Seven Counties Services Inc., a not-for-profit behavioural
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-bk-31442) in the hometown
on April 4, 2013.  The petition was signed by Anthony M. Zipple as
president/CEO.  The Debtor scheduled assets of $45,603,716 and
scheduled liabilities of $232,598,880.  Seiller Waterman LLC
serves as the Debtor's counsel.  Judge Joan A. Lloyd presides over
the case.

The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.


SK FOODS: Bankr. Court to Hear Fraudulent Transfer Claim v. SSC&L
-----------------------------------------------------------------
In the lawsuit, BRADLEY D. SHARP, Chapter 11, Trustee, Plaintiff,
v. SKPM CORP., et al., Defendants, Civ. No. S-11-2369 LKK (E.D.
Cal.), District Judge Lawrence K. Karlton on Feb. 29, 2012,
withdrew the reference for the Trustee's fraudulent transfer claim
against SSC&L 2007 Trust, Count 1 of the adversary complaint.  On
Dec. 4, 2012, however, the Ninth Circuit made clear that the
Bankruptcy Court is authorized to hear even those claims that it
cannot decide to final judgment, so long as that court submits
Findings and Recommendations for the district court's de novo
review, citing Executive Benefits Ins. Agency v. Arkison (In re
Bellingham Ins. Agency, Inc.), 702 F.3d 553 (9th Cir. 2012).  In
an April 3, 2013 Order available at http://is.gd/B80k98from
Leagle.com, Judge Karlton said the previously withdrawn claim --
Count 1, as against SSC&L 2007 Trust -- is referred back to the
Bankruptcy Court, for Findings and Recommendations.

                        About SK Foods

SK Foods LP ran a tomato processing facility.  It filed for
Chapter 11 bankruptcy protection after being dropped by its
lending group.  Creditors filed an involuntary Chapter 11 petition
against SK Foods LP and affiliate RHM Supply/ Specialty Foods Inc.
(Bankr. E.D. Cal. Case No. 09-29161) on May 8, 2009.  SK Foods
had said it was preparing to file a voluntary Chapter 11 petition
when the creditors initiated the involuntary case.  The Company
later put itself into Chapter 11 and Bradley D. Sharp was
appointed as Chapter 11 trustee.  The Debtors were authorized on
June 26, 2009, to sell the business for $39 million cash to a U.S.
arm of Singapore food processor Olam International Ltd.  The
replacement cost for the assets is $139 million, according to
Olam.

In February 2010, a federal grand jury returned a seven-count
indictment charging Frederick Scott Salyer, former owner and CEO
of SK Foods, with violations of the Racketeer Influenced and
Corrupt Organizations Act, in connection with his direction of
various schemes to defraud SK Foods' corporate customers through
bribery and food misbranding and adulteration, and with wire fraud
and obstruction of justice.

Salyer supporters launched a Web site which can be accessed from
two addresses: http://www.operationrottentomato.com/and
http://www.scott-salyer.com/


SOUTHERN BANCORP: Reports $172K Net Loss in 2012
------------------------------------------------
Southern Connecticut Bancorp, Inc., reported a net loss of
$172,493 on net interest income of $4.9 million for the year ended
Dec. 31, 2012, compared with a net loss of $2.7 million on net
interest income of $5.2 million for the year ended Dec. 31, 2011.

Provisions for loan losses in 2012 and 2011 were $472,848 and
$3.0 million, respectively.  According to the Company, the
decrease in the provision for loan losses was primarily due to a
significant decrease in loan charge-offs in 2012 compared to 2011.

Noninterest income increased by $60,000 during 2012 compared to
2011, while noninterest expenses decreased by $185,000 during 2012
compared to 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$121.4 million in total assets, $109.9 million in total
liabilities, and stockholders' equity of $11.5 million.

       Bank Currently Classified as "Adequately Capitalized"

While the Bank met the capital ratio requirements to be classified
as a "well capitalized" financial institution as of Dec. 31, 2012,
the Bank is currently classified as "adequately capitalized" as a
result of the Consent Order entered into by the Bank in July 2012
with the Federal Deposit Insurance Corporation and the State of
Connecticut Department of Banking.  As an "adequately capitalized"
financial institution, the Bank may not accept brokered deposits
without first obtaining a waiver from the Federal Deposit
Insurance Corporation.

                           Consent Order

On July 2, 2012, the Bank entered into a stipulation and consent
to the Issuance of a Consent Order with the FDIC and the State of
Connecticut Department of Banking.  Thereafter, on July 3, 2012,
the Bank entered into a Consent Order with the FDIC and the
Connecticut Department of Banking.

The Consent Order requires the Bank to maintain a minimum Tier 1
leverage ratio of at least 8.0%, a Tier 1 risk-based capital ratio
of at least 9% and a total risk-based capital ratio of at least
10%.  At Dec. 31, 2012, the Bank's capital ratios exceeded such
minimums set forth in the Consent Order.  In September 2012, the
Bank also submitted a revised capital plan outlining its strategy
for increasing its capital amounts and ratios to the Federal
Deposit Insurance Corporation and the State of Connecticut
Department of Banking for their approval.  The capital plan
included a profit and budget plan and a plan to reduce classified
assets.  In October 2012, the Bank received regulatory approval
for its revised capital plan.  Further regulatory action is
possible if the Bank does not continue to maintain the minimum
capital ratios set forth in the Consent Order.

A copy of the Form 10-K is available at http://is.gd/Clvs5z

Southern Connecticut Bancorp, Inc. is a bank holding company
headquartered in New Haven, Connecticut that was incorporated on
Nov. 8, 2000.  The Company owns 100% of the capital stock of The
Bank of Southern Connecticut, a Connecticut-chartered bank with
its headquarters in New Haven, Connecticut, and 100% of the
capital stock of SCB Capital, Inc.  The Bank serves New Haven,
Connecticut and the surrounding communities.  The Bank commenced
operations on Oct. 1, 2001.


SPINE PAIN: Incurs $430K  Net Loss in 2012
------------------------------------------
Spine Pain Management, Inc., filed on April 1, 2013, its annual
report on Form 10-K for the year ended Dec. 31, 2012.

Ham, Langston & Brezina, LLP, in Houston, Texas, expressed
substantial doubt about Spine Pain's ability to continue as a
going concern.  The independent auditors noted that the Company
has an ccumulated deficit of $13,018,362 and working capital of
$3,632,469 as of Dec. 31, 2012.  "Additionally, the Company is not
generating sufficient cash flows to meet its regular working
capital requirements," the auditors said.

The Company reported a net loss of $430,218 on $3.5 million of net
revenue in 2012, compared with net income of $1.3 million on
$5.2 million of revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $8.0 million
in total assets, $2.2 million in total liabilities, and
stockholders' equity of $5.8 million.

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

Houston, Texas-based Spine Pain Management, Inc., is a medical
marketing, management, billing and collection company facilitating
diagnostic services for patients who have sustained spine injuries
resulting from traumatic accidents.


SPIRE CORPORATION: McGladrey LLP Raises Going Concern Doubt
-----------------------------------------------------------
Spire Corporation filed on March 29, 2012, its annual report on
Form 10-K for the year ended Dec. 31, 2012.

McGladrey LLP, in Boston, Massachusetts, expressed substantial
doubt about Spire Corporation's ability to continue as a going
concern.  The independent auditors noted that during the year
ended Dec. 31, 2012, the Company incurred a loss from continuing
operations of $4.8 million and continuing operating cash flows
used $6.9 million in cash.  In addition, the independent auditors
noted that the Company's credit agreements are due to expire on
June 29, 2013.

The Company reported a net loss of $1.9 million on total net sales
and revenues of $22.1 million in 2012, compared with a net loss of
$1.5 million on total net sales of $58.7 million in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $16.6 million
in total assets, $9.2 million in total liabilities, and
shareholders' equity of $7.4 million.

A copy of the Form 10-K is available at http://is.gd/3J0vjN

Bedford, Massachusetts-based Spire Corporation currently develops,
manufactures and markets customized turn-key solutions for the
solar industry, including individual pieces of manufacturing
equipment and full turn-key lines for cell and module production
and testing.


SPRINT NEXTEL: Files Amended Papers Over Clearwire Transaction
--------------------------------------------------------------
Amendment No. 2 to Rule 13E-3 Transaction Statement on Schedule
13E-3 was filed jointly by Clearwire Corporation, Sprint Nextel
Corporation, Sprint HoldCo, LLC, SN UHC 1, Inc., SN UHC 4, Inc.,
and Collie Acquisition Corp. ("Merger Sub") in connection with the
Agreement and Plan of Merger, dated as of Dec. 17, 2012, by and
among Clearwire, Sprint and Merger Sub.

If the Merger Agreement is adopted by Clearwire's stockholders,
Merger Sub will merge with and into Clearwire, with Clearwire
continuing as the surviving corporation.  In the Merger, each
issued and outstanding share of Class A common stock of Clearwire,
par value $0.0001 per share will automatically be converted into
the right to receive $2.97 per share in cash, without interest,
less any applicable withholding taxes.  In addition, Intel Capital
Wireless Investment Corporation 2008A, the only holder of Class B
common stock of Clearwire, other than Clearwire, Sprint and
Sprint's affiliates, has elected to irrevocably exchange,
immediately prior to the effective time of the Merger, all of its
Class B Interests into shares of Class A Common Stock, which will
then automatically convert into the right to receive the Merger
Consideration at the effective time of the Merger.

Concurrently with the filing of this Amendment No. 2 to Schedule
13E-3, Clearwire filed an amended preliminary proxy statement
under Section 14(a) of the Securities Exchange Act of 1934, as
amended, pursuant to the definitive version of which the Clearwire
board of directors will be soliciting proxies from stockholders of
Clearwire in connection with the Merger, including to adopt the
Merger Agreement.

A copy of the Amendment is available at http://is.gd/7nvCnj

                         About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

Sprint Nextel incurred a net loss of $4.32 million in 2012, a net
loss of $2.89 million in 2011, and a net loss of $3.46 million in
2010.  The Company's balance sheet at Dec. 31, 2012, showed $51.57
million in total assets, $44.48 million in total liabilities and
$7.08 million in total shareholders' equity.

                        Bankruptcy Warning

"If the Merger Agreement terminates and we are unable to raise
sufficient additional capital to fulfill our funding needs in a
timely manner, or we fail to generate sufficient additional
revenue from our wholesale and retail businesses to meet our
obligations beyond the next twelve months, our business prospects,
financial condition and results of operations will likely be
materially and adversely affected, substantial doubt may arise
about our ability to continue as a going concern and we will be
forced to consider all available alternatives, including a
financial restructuring, which could include seeking protection
under the provisions of the United States Bankruptcy Code," the
Company said in its annual report for the period ended Dec. 31,
2012.

On Dec. 17, 2012, the Company entered into an agreement and plan
of merger pursuant to which Sprint agreed to acquire all of the
outstanding shares of Clearwire Corporation Class A and Class B
common stock not currently owned by Sprint, SOFTBANK CORP., which
or their affiliates.  At the closing, the outstanding shares of
common stock will be cancelled and converted automatically into
the right to receive $2.97 per share in cash, without interest.

                           *     *     *

Sprint Nextel continues to carry Standard & Poor's 'B+' corporate
credit.  As reported by the TCR on April 5, 2013, Sprint Nextel
remain on S&P's CreditWatch, where they were placed with positive
implications on Oct. 11, 2013.  The company signed an agreement to
sell a 70% stake to Japan-based SoftBank Corp. for about $20.1
billion, which would include an $8 billion cash infusion.  The
companies expect the transaction to close in the second quarter of
2013.

The Company continues to carry Moody's Investors Service's B1
corporate family rating and B1 probability of default rating, and
Fitch Ratings' 'B+' Issuer Default Rating.


SPROUTS FARMERS: $75MM Loan Increase No Impact on Moody's B2 CFR
----------------------------------------------------------------
Moody's Investors Service said that Sprouts Farmers Market
Holdings LLC's announcement that it is upsizing it's proposed
senior secured term loan from $625 million to $700 million is
credit negative but will not have any immediate impact on its B2
corporate family rating or its stable ratings outlook.

The increase will also not affect the B2 rating on the company's
proposed senior secured term loan or the B2 rating on its proposed
senior secured revolving credit facility. The increase in the
proceeds from the term loan will be used to increase the proposed
shareholder distribution from $207 million to $282 million.

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.

Sprouts Farmers Market, LLC ("Sprouts") is a specialty food
retailer headquartered in Phoenix, Arizona. The company operates
154 stores in 8 states including Arizona, California, Texas,
Colorado, New Mexico, Nevada, Oklahoma and Utah. An affiliate of
Apollo Management owns about 52% of Sprouts with the rest owned by
the founding family, private investors and management.


STAMP FARMS: Sale Order Amended to Correct Clerical Errors
----------------------------------------------------------
The Hon. Scott W. Dales of the U.S. Bankruptcy Court for the
Western District of Michigan issued an amended order approving the
bulk sale of Stamp Farms, L.L.C. et al.'s assets.

According to the Debtor, after the bulk sale auction, the Debtors
and the purchaser -- Boersen Farms, Inc. or its permitted
assignee, including Boersen Farms AG, LLC -- negotiated further
amendments to the purchase agreement to reconcile the assets to be
purchased and sold, which amendments are to be evidenced by a
further amendment to the purchase agreement.

The Debtors asserted that the modifications are clerical and non-
substantive or have been approved by the affected parties.

As reported in the Troubled Company Reporter on March 12, 2013,
Stamp Farms was sold to Boersen Farms, Inc., early in February.
According to an AgWeb.com report, a Feb. 5 auction failed to
attract other bidders and, consequently, the bankruptcy judge in
Grand Rapids, Michigan, approved the sale to Boersen Farms for
$22.8 million.

Northstar Grains, which is also owned by Stamp Farm owner Mike
Stamp, was not a part of the purchase and continues to operate
independently of Stamp Farms at this time, according to Ben
Potter, Farm Journal Technology Editor for AgWeb.com.

AgWeb.com also relates Neil Harl, co-owner of the Agricultural Law
Press thinks the case may be converted to Chapter 7 liquidation.
"With a Chapter 11 filing, the matter is really in the hands of
the Bankruptcy Court," said Mr. Harl. "Judging from the amount of
debt of record, it is relatively unlikely that the case will
escape Chapter 7 status eventually. The outcome depends
essentially upon the standing of the various creditors including
the landowners in terms of being secured or unsecured creditors
and the amount of collateral backing the claim."

On Feb. 21, Bankruptcy Judge Scott W. Dales declined to sign on a
proposed Amended Order Approving Bulk Sale, which was filed by the
Debtor without an accompanying motion.  Judge Dale's order
recounts: "On February 20, 2013, evidently in anticipation of the
closing of the transaction contemplated in the Order Approving
Bulk Sale . . . the Debtors filed a proposed Amended Order
Approving Bulk Sale . . . unaccompanied by any motion. Instead,
representatives of the Debtors' law firm telephoned and emailed
the court's staff to request entry of the Proposed Amended Order
by noon today, and to advise the court, ex parte, that the changes
reflect additions made at the request of the successful bidder,
Boersen Farms, Inc."

According to Judge Dales, "The court has reviewed the Proposed
Amended Order and perceives that the changes generally address the
rights of non-debtor parties to unexpired leases of real and
personal property. Accordingly, the court is not satisfied that
the Proposed Amended Order comes within the narrow class of
amendments to orders that the court may make, sua sponte, under
Fed. R. Civ. P. 60(a). More generally, without a motion, the court
is unsure of the grounds for the amendments."

"If the amendments are merely clerical, the court doubts their
necessity; if, instead, they are substantive, the court doubts
their propriety, at least without a motion on notice to affected
parties and the United States Trustee. If the Debtors file a
motion establishing to the court's satisfaction that the
amendments are clerical and not substantive, and that the
equipment lessors . . . have consented to the changes, the court
would consider signing the Proposed Amended Order as drafted. On
the other hand, given the time constraints, the parties may decide
to rely on the Sale Order as originally entered.

"Recognizing that the Debtors and the successful bidder may see
matters differently, and that time is of the essence, the court is
entering this Order promptly to advise all parties that it will
not sign the Proposed Amended Order ex parte and without a
motion."

A copy of the Court's Feb. 21, 2013 Order is available at
http://is.gd/YmBBTLfrom Leagle.com.

As reported by the Troubled Company Reporter, the Bankruptcy Court
also has rejected an attempt by the U.S. Trustee's office to
appoint a Chapter 11 trustee for Stamp Farms.  The Official
Committee of Unsecured Creditors opposed.

                         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.

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.  Stamp Farms 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.


SUPERCONDUCTOR TECHNOLOGIES: Amends Form 10-K for 2012
------------------------------------------------------
Superconductor Technologies Inc. has filed Amendment No. 1 to its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2012, as filed with the Securities and Exchange Commission on
March 8, 2013, to include certain information required by Part III
of Form 10-K that was omitted from Part III of its Original 10-K
Filing.

A copy of the Form 10-K/A is available at http://is.gd/8eDsqV

Santa Barbara, Cal.-based Superconductor Technologies Inc.
develops and commercializes high temperature superconductor
("HTS") materials and related technologies.

                           *     *     *

As reported in the TCR on March 15, 2013, Marcum LLP, in Los
Angeles, California, expressed substantial doubt about
Superconductor Technologies' ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred significant net losses since its inception, has an
accumulated deficit of $261,944,000, and expects to incur
substantial additional losses and costs to sustain operations.


TAYLOR MORRISON: New $500-Mil. Senior Notes Get Moody's B2 Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Taylor
Morrison's proposed $500 million senior unsecured notes due 2021,
proceeds of which will be used for growth capital and general
corporate purposes including land acquisition and development. At
the same time, Moody's affirmed all other ratings of Taylor
Morrison Communities, Inc. (a U.S. issuer) and of its Canadian co-
issuer, Monarch Communities Inc. (collectively, "Taylor
Morrison"), including the B1 corporate family rating, B1-PD
probability of default rating, and B2 rating on the existing $675
million 7.75% senior unsecured notes due 2020. The rating outlook
is being revised to positive from stable.

The following rating actions were taken:

  Proposed $500 million senior unsecured notes due 2021, assigned
  a B2, (LGD4, 67%);

  Corporate family rating, affirmed at B1;

  Probability of default rating, affirmed at B1-PD;

  $675 million senior unsecured notes due 2020, affirmed at B2,
  (LGD4, 67%) vs.B2 (LGD5, 73%);

  SGL-2 speculative grade liquidity rating assigned;

The rating outlook is positive.

Ratings Rationale:

The raising of the outlook to positive from stable acknowledges
the company's achieving certain of the benchmarks that Moody's
stated as upgrade triggers at the time of the last debt offering
in August 2012, namely, surpassing $1 billion of tangible net
worth and expanding its profitability. It also has made a good
first move towards resolving its ultimate ownership, given its
recent initial public stock offering. As noted at the time of the
company's last debt offering, private equity-controlled companies
(which applies to Taylor Morrison) typically do not achieve Ba
rating status.

The B1 corporate family rating reflects the company's track record
of profitability and solid gross margin performance, moderate
adjusted homebuilding debt leverage, geographic diversity
including a strong presence in Canada, and a land position that
appears to be realistically valued. At the same time, the rating
incorporates the company's limited time as an independent, stand-
alone entity, the short tenure of its top financial management,
the negative cash flow from operations that Moody's is projecting
for the coming year, the lumpiness in the company's projected
revenues and earnings from its high-rise exposure in Toronto, the
long land position, a U.S. housing market attempting to build on
its 2012 gains despite the fiscal drag from federal fiscal policy,
and the weakening Canadian housing market.

The positive outlook reflects our expectation that the company
will continue being profitable on a net income basis, generate
solid gross margins, and gradually reduce its adjusted
homebuilding debt to capitalization below 50%. The outlook also
assumes that the company will maintain adequate liquidity and
prudently manage its land spend. Moody's notes that concurrently
with this note offering, the company will be increasing its
revolver size to $400 million unsecured vs. $225 million secured.

The SGL-2 liquidity rating, which indicates that the company's
liquidity for the next 12-18 months is expected to be good,
reflects the company's strong pro forma unrestricted cash balance
of over $700 million, the lack of any material debt maturities
before 2020, and the upsized and unsecured revolver of $400
million which is offset by its cash burn in 2012 and projected for
2013 and the requirement to comply with maintenance covenants in
the revolver.

The company's proposed new as well as existing senior unsecured
notes are notched below the corporate family rating because of the
sizable proportion of secured debt and debt-like obligations in
the capital structure. The notes are guaranteed on a senior
unsecured basis by Taylor Morrison Holdings, Inc., TMM Holdings
Limited Partnership (the indirect parent of Taylor Morrison
Communities, Inc. and direct parent of Monarch Communities, Inc.),
Monarch Parent Inc., Monarch Corporation, and certain existing and
future operating U.S. subsidiaries of Taylor Morrison Communities.
The operating subsidiaries of Corporation are organized under
Canadian law and will not guarantee the notes.

The ratings could be considered for an upgrade if the company
improves its scale and geographic diversity, reduces adjusted
homebuilding debt to capitalization to below 50% on a sustained
basis, and maintains good liquidity. Importantly, the company
would also need to resolve its ultimate ownership, as private
equity-owned companies typically do not achieve Ba rating status.

The ratings could be pressured if the company becomes
unprofitable, its adjusted homebuilding debt to capitalization
rises above 60%, homebuilding interest coverage falls below 2.0x
and remains there for an extended period of time, or if liquidity
deteriorates.

The principal methodology used in this rating was the Global
Homebuilding Industry Methodology published in March 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.

TMM Holdings Limited Partnership was formed in July 2011 by the
private equity companies, TPG Capital, Oaktree Capital Management,
and JH Investments, when they acquired the North American
operations of Taylor Wimpey plc., a UK homebuilder. The North
American business of Taylor Wimpey plc. included Taylor Morrison
Communities in the U.S. and Monarch Corporation in Canada.

Taylor Morrison is headquartered in Scottsdale, Arizona and builds
homes and develops master planned communities in the U.S. and
engages in high-rise and low-rise residential development in
Canada. In, 2012, the company generated approximately $1.4 billion
in total revenues and $171 million of pretax income.


TELIPHONE CORP: Incurs $363K  Net Loss in Fiscal 2013 Q1
--------------------------------------------------------
Teliphone Corp. filed its quarterly report on Form 10-Q, reporting
a net loss of US$363,092 on US$2.9 million of revenues for the
three months ended Dec. 31, 2012, compared with a net loss of
US$88,503 on US$1.2 million of revenues for the three months ended
Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed
US$37.1 million in total assets, US$14.3 million in total
liabilities, and stockholders' equity of US$22.8 million.

The Company had a working capital deficit of US$4.2 million as of
Dec. 31, 2012, and an accumulated deficit of US$3.4 million
through Dec. 31, 2012.

A copy of the Form 10-Q is available at http://is.gd/XqW4to

The Company reported a net loss of US$2.8 million on
US$8.8 million of revenues for the year ended Sept. 30, 2012,
compared with net income of US$2.0 million on US$2.3 million of
revenues for the year ended Sept. 30, 2011.

Results for fiscal 2011 include net gain from discontinued
operations of US$1.5 million.  The Company sold its entire
ownership holdings in its subsidiary, Teliphone Inc., on May 31,
2011,

The Company's balance sheet at Sept. 30, 2012, showed
US$8.1 million in total assets, US$3.5 million in total
liabilities, and stockholders' equity of US$4.6 million.

A copy of the Form 10-K is available at http://is.gd/4Wqe8k

Vancouver, Columbia-based Teliphone Corp. is a telecommunications
company engaged in the business of providing broadband telephone
services utilizing its Voice over Internet Protocol ("VoIP")
technology platform as well as re-selling traditional voice and
data services of Tier-1 telecommunications providers to its
customers.  The Company's main geographic focus is within the
target market of Canada.

                           *     *     *

KBL, LLP, in New York, N.Y., expressed substantial doubt about
Teliphone Corp.'s ability to continue as a going concern in its
report on the Company's financial statements for the fiscal year
ended Sept. 30, 2012.  The independent auditors noted that the
Company has sustained operating losses and significant working
capital deficits in the past few years, and has commenced
profitable operations during this past year.  "The lack of
profitable operations in the past and the need to continue to
raise funds raise substantial doubt about the Company's ability to
continue as a going concern."


TEMECULA MINING: Section 341(a) Meeting Set for May 15
------------------------------------------------------
A meeting of creditors in the bankruptcy case of Temecula Mining
Group and Water Rights, LLC, will be held on May 15, 2013, at
2:30 p.m. at RM 720, 3801 University Ave., Riverside, CA 92501.

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.

Temecula Mining Group and Water Rights, LLC, filed a Chapter 11
bankruptcy petition (Bankr. C.D. Cal. Case No. 13-16153) on
April 4, 2013.  Mark Smith signed the petition as manager.  The
Debtor estimated assets and debts of at least $10 million.  Socal
Law Group PC serves as the Debtor's counsel.  Judge Meredith A.
Jury presides over the case.


TMM HOLDINGS: S&P Raises Corporate Credit Rating to 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services said it removed from
CreditWatch and raised its corporate credit rating on TMM Holdings
L.P. to 'BB-' from 'B+' following the successful completion of the
company's IPO.  The ratings had been placed on CreditWatch with
positive implications on Jan. 4, 2013.  At the same time, S&P
assigned a 'BB-'rating to TMM's newly formed parent, Taylor
Morrison Home Corp. (together with TMM, referred to as Taylor
Morrison).  The outlook is stable.

S&P also assigned a 'BB-' rating to the company's proposed senior
unsecured note issue due 2021, with a recovery rating of '3'.  S&P
also revised its recovery rating on the company's existing senior
unsecured notes to '3' from '2', reflecting its recovery criteria
that generally limit recovery ratings on unsecured debt issued by
corporate entities rated 'BB-' or higher to no higher than a '3'
recovery rating.  S&P's '3' recovery rating indicates its
expectations for meaningful (50% to 70%) recovery in the event of
a payment default.  The issue-level rating on Taylor Morrison's
existing senior unsecured notes remains unchanged at 'BB-'.

"The rating upgrade reflects our view that enhanced transparency
and improved governance following Taylor Morrison's successful
completion of its IPO are positive for credit quality," said
Standard & Poor's credit analyst Susan Madison.

"We also view positively the company's larger scale, following
significant capital investment over the past year, and its
concentration in many of the stronger performing U.S. housing
markets, and as a result have revised our business risk profile on
the company to "fair" from "weak."  As a public company, Taylor
Morrison will be subject to SEC reporting requirements and
disclosure regulations, which should bolster transparency,
particularly surrounding financial policy.  Longer term,
completion of the IPO transaction could also provide a potential
exit strategy for the company's current private equity sponsors
that would not impair credit quality, and would bolster liquidity
by providing access to additional capital sources.  Following the
IPO, we estimate public shareholders will have a roughly 23% stake
and we believe the company's private equity sponsors (TPG Capital,
Oaktree Capital, and JH Investments) intend to gradually reduce
their stake over the medium term," S&P added.

"Our stable outlook on Taylor Morrison reflects our expectation
that meaningful volume growth in the U.S and high-rise deliveries
in Canada will drive profitability higher in 2013 and 2014.  This
should result in a stable leverage profile in 2013 and an
improvement by early 2014 (such that debt to EBITDA declines to
about 4.0x with debt to capital remaining in the 45% area),
assuming slower growth of debt-funded land acquisition and
development.  However, we could consider lowering our rating to
'B+' if growth is more heavily debt financed (such that debt to
EBITDA approaches 6.0x) or if the company stumbles, either as they
attempt to integrate a large acquisition, or as they continue to
grow.  Alternatively, we could consider revising the outlook to
positive if U.S. housing demand and the company's EBITDA
strengthens such that leverage improves to the low 3.0x area.
However, we currently consider this outcome to be less likely, as
we believe any additional upside in U.S. housing demand could
potentially prod Taylor Morrison to raise additional debt capital
in order to continue to grow," S&P noted.

RATINGS LIST

New Rating

Taylor Morrison Home Corp.
Corporate credit rating         BB-/Stable/--

Taylor Morrison Communities Inc.
Monarch Communities Inc.
$500 mil notes due 2021
Senior Unsecured                BB-
  Recovery Rating                3

Ratings Upgrade/Issue Rating Unchanged/Recovery Rating Revised

TMM Holdings L.P.                To             From
Corporate Credit Rating          BB-/Stable/--  B+/Watch Pos


Taylor Morrison Communities Inc. To             From
Monarch Communities Inc.
Corporate Credit Rating          BB-/Stable/--  B+/Watch Pos
$675 mil. notes due 2020
Senior Unsecured                BB-            BB-
  Recovery Rating                3              2


TORM A/S: Provides Update on 2012 Operating Results at AGM
----------------------------------------------------------
TORM held an Extraordinary General Meeting on January 9, 2013 with
the purpose of amending the Company's Articles of Association,
including adopting certain minority-protecting rights, and
electing members to the Board of Directors.

At the Extraordinary General Meeting, the former chairman, N. E.
Nielsen, gave a presentation of the restructuring of TORM
completed on November 5, 2012 and the related transactions.

In this report by the Board of Directors, focus will therefore be
on TORM's results of operations in 2012.

                        Operations in 2012

TORM incurred a clearly unsatisfactory loss before tax of USD579
million in 2012.  The performance was in line with the revised
forecast of February 27, 2013.  The results include special items
of USD210 million from the restructuring and recognized impairment
losses of USD116 million related to FR8 and assets held for sale.

The operating loss of USD253 million, before special items of
USD-326 million, was driven by the adverse market conditions
during 2012 in both the product tanker and dry bulk segments.  In
addition, the results of both the Bulk and Tanker Divisions were
to a significant degree adversely affected by TORM's challenging
financial position up until the completion of the restructuring
towards the end of the year.

The product tanker freight rates remained under pressure in 2012
as the markets continued to suffer from tonnage oversupply.
Global growth indicators were sluggish, which negatively impacted
the oil product transportation.  Nevertheless, by leveraging
strong customer relationships and scale benefits and despite the
difficult market conditions, TORM achieved high fleet utilization
as well as earnings above spot market benchmarks.

The dry bulk market also suffered from a record-high tonnage
influx and declining demand growth, especially in China.  Freight
rates were generally at a lower level than experienced in 2011.
During 2012, TORM focused on strengthening its customer relations.

Let me elaborate on the trends in the product tanker and bulk
markets in order to put TORM's performance and situation into
perspective.

                         Tanker Division

TORM's greatest exposure is to the product tanker market, and
TORM's business model aims at maintaining a continued presence in
the spot market -- i.e. without long-term coverage -- in order to
be able to take advantage of the anticipated volatility and
gradual market recovery.  Short term, TORM will not seek higher
coverage than the current levels, as the Company is of the opinion
that there is an upside potential in the market.

Product tanker freight rates continued to be under pressure in
2012, as the markets continued to suffer from an oversupply of
tonnage, some of it ordered back in 2007-2008.  2012 saw a net
fleet growth of approximately 2%. Global economic growth
indicators were sluggish, which hampered the global oil
consumption and subsequently the refined oil product
transportation.  Total demand growth measured in dead weight tons
in 2012 is estimated at approximately 3%.  In comparison, the net
fleet growth was approximately 4% in 2011 and the total demand
growth was approximately 1%.

In the first quarter of 2012, the freight markets -- for
especially the larger segments (LRs) -- continued at the low
levels from end-2011.  This was mainly due to reduced demand for
naphtha in the East and temporary refinery closures in the Arabian
Gulf. The freight rates for MR vessels were positively influenced
by Brazilian imports and increasing ton-miles.

In the second quarter of 2012, the jet oil arbitrage opened to
Europe, increasing the freight rates for LRs in the East.  The MR
freight rates were negatively affected in the West by a lack of
arbitrage as well as weaker US East Coast demand.

In the third quarter of 2012, freight rates in the eastern market
were stronger and LRs were supported by the increased amount of
long haul cargo from the Arabian Gulf to Brazil and the naphtha
trade in general, together with the distillate arbitrage from the
Middle East to the West.  The western market remained weak and MRs
were impacted by planned refinery maintenance in Europe and
continued limited diesel trade.  A refinery explosion in Venezuela
led to increased long haul trades from the US Gulf.  MRs were
positively impacted by new trades created by the permanent
closures of refineries in Australia.

The fourth quarter of 2012 showed a positive development in MR
freight rates in the West triggered by hurricane Sandy and
refinery outages on the US West Coast, which positively impacted
the ton-miles factor through an increased product flow from the US
Gulf and the Far East.  The eastern market was positively impacted
by increased naphtha and ethylene demand, distillate arbitrage to
Europe and internal arbitrage in the Far East.

Despite TORM's challenging financial position, TORM once again
outperformed the commercial spot benchmarks by 12%, 10% and 32%
for LR2, LR1 and MR, respectively.  This was due to TORM's strong
customer relations and the Company's scale effects.

The Tanker Division's EBIT before restructuring effects was a loss
for 2012 of USD156 million before impairment losses of USD74
million, compared to a loss of USD107 million before impairment
losses in 2011.  The loss for 2012 includes a net loss of USD16
million from the sale of two vessels and the cancellation of one
newbuilding order.

The result is clearly unsatisfactory.

In 2012, the market conditions impacted both product tanker
newbuilding prices and resale values, causing further pressure on
vessel values.  This was particularly the situation for LR2
vessels, with the estimated value of five-year-old second-hand
vessels dropping by 28% during 2012.  Prices generally stabilized
in the fourth quarter of 2012.

                          Bulk Division

The dry bulk spot market was volatile during 2012 driven by
seasonality and events like the drought in the US grain season,
the Indonesian raw material export ban and the tropical storms
Isaac and Sandy.  The bulk fleet increased by approximately 10%
net in 2012 despite considerable scrapping of older tonnage.  In
2012, growth in trade volumes reached approximately 5% with
increased Chinese iron ore imports as the primary driver.  The
freight rates in the Panamax segment moved between USD/day 3,500
and 13,000 with an average market level of approximately USD/day
7,679, or some 45% below 2011 levels. In fact, this was the lowest
level recorded in the Baltic Freight Index since 1986.

In the first quarter of 2012, freight rates were under pressure
due to a large number of seasonal newbuilding deliveries -- a
total of 69 Capesize, 111 Panamax and 85 Handymax vessels.
Furthermore, the market was negatively influenced by slower growth
in the Chinese commodity demand and a delay in the South American
grain season.

The second quarter of 2012, started with a positive sentiment as a
result of South American grain coming into season.  However,
general macroeconomic uncertainty and events like the Indonesian
export ban led to an overall negative development.  Especially the
larger segments suffered.

In the third quarter of 2012, the Pacific market was impacted by
the monsoon season, and in the Atlantic freight rates were
adversely affected by drought, leading to the lowest North
American grain yield in six years, as well as a logistical
disruption caused by the tropical storm Isaac.

The fourth quarter of 2012, was negatively affected by the
seasonal decline in dry bulk freight rates for both the Atlantic
and the Pacific markets.  This occurred despite the fact that the
demand for iron ore continued to be firm.

TORM experienced an increasing number of waiting days and
ballasting days due to adverse effects of the Company's financial
situation.  Despite this, TORM achieved average earnings of
USD/day 10,248 in the Panamax segment, which was 33% higher than
the average benchmark level.  In the Handymax segment, TORM's
average daily earnings were USD/day 10,481, which is 11% higher
than the average benchmark level.

The Bulk Division posted an operating loss (EBIT) for 2012 of
USD27 million excluding restructuring effects, against an
operating loss of USD68 million in 2011.  This is highly
unsatisfactory and is primarily due to the low bulk spot market
level.

During 2012, TORM focused on strengthening its customer relations,
and the coverage for 2013 is thus entirely based on contracts of
affreightment (COAs) with key customers.

Bulk asset prices gradually decreased during 2012. For example,
the estimated price of a five-year-old second-hand Panamax bulk
carrier decreased by 30% during 2012.

                             Piracy

Unfortunately, international shipping is still faced with the
challenge of piracy.  TORM's response to piracy is founded in the
Best Management Practice (BMP) developed by the International
Chamber of Shipping, the International Shipping Federation and
national navy forces.  During 2012, TORM experienced two failed
attempts of hijacking.  The Company will continue to monitor the
risk situation and preempt hijacking by following Company security
procedures, which currently means engaging armed guards on all
vessels passing through High Risk Areas.  During 2012, TORM
completed 271 voyages with armed guards.

The international campaign against piracy is paying off, as is
evidenced by the decline in the number of attempted hijackings in
the Gulf of Aden area, which is down by two thirds compared with
2011.

"I would like to highlight the efforts of the Danish forces on 15
December 2012, when the frigate Iver Huitfeldt came to TORM
Krisitina's rescue following an attempt of hijacking.  In March,
TORM had the opportunity to honor the crew at a reception attended
by the Minister of Defense along with representatives of TORM, the
Armed Forces, the Danish Shipowners' Association and the Danish
press.

                      Financial statements

"I will now go through the financial statements for 2012.  The
financial statements are extraordinary as they were materially
impacted by the restructuring in a number of areas.  The effects
are described in detail in the listing prospectus dated December
7, 2012, as well as in the Annual Report, pp. 38 onward.  In the
income statement, the items charter hire, sale of vessels and
financial expenses are impacted negatively by a total of USD210
million by the restructuring.  The capital increase of USD200
million, effected by conversion of debt, was recognized as an
increase in equity," Mr. Nielsen said.

Income statement

TORM's revenue for 2012 was USD1,121 million, compared to
USD1,305 million in 2011.  The weaker performance was primarily
due to a 16% drop in the number of available earning days.

Earnings at the so-called TCE (Time Charter Equivalent) level were
USD466 million in 2012, against USD644 million in 2011.  The
mentioned decrease in available earning days corresponded to a
reduction in TCE earnings of USD102 million and lower freight
rates in both the Tanker and Bulk Divisions, corresponding to a
reduction in TCE earnings of USD68 million.

EBITDA, i.e. earnings before interest, depreciation, amortization
and tax, was a loss of USD49 million excluding restructuring
effects, compared to a loss of USD44 million in 2011.  At an
EBITDA level, the restructuring had an additional negative impact
of USD 145 million on the financial statements for 2012.

Total administrative expenses amounted to USD67 million, which was
a decrease of USD4 million or 6% compared to the USD71 million in
2011, mainly due to a reduction in the number of employees and
despite the inflationary pressure.  Since 2008, TORM has cut its
administrative expenses by 26% or USD23 million.

TORM incurred a loss before tax of USD579 million in 2012,
compared to a loss of USD451 million in 2011.  This is in line
with the revised forecast as of February 27, 2013.  The results
include special items of USD210 million from the restructuring and
recognized impairment charges of USD116 million related to FR8 and
the assets held for sale.

The operating loss of USD253 million excluding special items of
USD-326 million was driven by the adverse market conditions during
2012 in both the product tanker and dry bulk segments.  As
previously mentioned, the results of both the Bulk and Tanker
Divisions were significantly adversely affected by TORM's
challenging financial position until the completion of the
restructuring towards the end of the year.

TORM incurred a loss after tax of USD581 million, compared with a
loss of USD453 million in 2011, resulting in negative earnings per
share (EPS) of USD3.3 in 2012, against negative EPS of USD6.5 in
2011.

The result for 2012 is clearly unsatisfactory.

Balance sheet and cash flow

TORM's total assets decreased by USD424 million to USD2,355
million from USD2,779 million in 2011.  The decrease was primarily
due to impairment losses of USD 116 million relating to FR8 and
vessels held for sale, depreciation of USD138 million and a change
in working capital.

The Company's recorded equity decreased by USD377 million to
USD267 million calculated according to a going concern assumption.
The decrease in equity was mainly due to the loss for the year of
USD581 million and the USD200 million capital increase in
connection with the restructuring.  The equity at December 31,
2012 gave TORM an equity ratio of 11%.

TORM estimates the fleet's total long-term earning potential each
quarter, based on discounted future cash flow, in accordance with
IFRS requirements.  The estimated value of the fleet as of
December 31, 2012 supports the carrying amount.  It should be
emphasized that, in case of a forced sale, the recoverable amount
of the fleet will be significantly lower (USD789 million at year
end 2012) than under the going concern assumption, as stated in
the Annual Report.

The Group's net interest-bearing debt for 2012 was USD1,868
million, up 5% relative to 2011, when it stood at USD1,787
million.  The increase was primarily a result of the new working
capital facility (USD58 million) and the effects of the
termination of swaps in connection with the restructuring
(approximately USD30 million).

TORM's operating activities in 2012 generated a cash flow of
USD-100 million as compared to a cash flow of USD-75 million in
2011.  The decline was due to the lower freight rates.  Cash flow
from investing activities amounted to USD 0 million, compared to a
cash flow of USD168 million in 2011, affected by USD284 million
from sales of vessels.  Cash flow from financing activities was a
cash flow of USD42 million in 2012, against a cash flow of
USD-128 million in 2011.  The change was explained by deferral of
installments on mortgage debt as well as a new working capital
facility.

The Annual Report 2012 was provided with an independent auditors'
report without any qualification.

Share price development

The average daily trading volumes in 2012 were approximately
113,000 on NASDAQ OMX and 31,000 American Depository Receipts
(ADRs).  The share price deteriorated from DKK 3.9 per share at
the beginning of 2012 to DKK 1.7 per share at the end of 2012.

At the Company's Extraordinary General Meeting on January 9, 2013
and in Company Announcement no. 1 of the same date, the former
Board of Directors set out the changes in the share capital in
detail.  The current status is that TORM's issued share capital
amounts to DKK 7,280,000 nominal value, equal to 728,000,000
shares of a nominal value of DKK 0.01 each.

In 2012, TORM ensured continued compliance with the NASDAQ rules
by changing the ratio of its ADRs to its Common Shares from 1:1 to
1:10.  The present situation is that the ADR program represents
approximately 0.5% of the Company's total share capital.  The
Board of Directors finds that it would be in the interest of the
Company to delist the ADR program due to its limited size, and the
costs involved with a listing on NASDAQ and the reporting and
filing obligations under the U.S. Securities Exchange Act.  The
Annual General Meeting will consider this proposal under item 7.b.

Dividend

The Board of Directors proposes that no dividend be distributed
for the financial year 2012.

Market developments in 2013

In the product tanker segment, the first quarter is seasonally
stronger than the following two quarters, and during the first
months of 2013, average freight rates have exceeded the level
obtained in the comparable periods since the onset of the crisis.

Going forward, TORM expects increasing oil consumption and
increased ton-mile effects from relocation of refinery capacity to
increase demand.  The supply side is still affected by the tonnage
influx in 2008-2012, which resulted in ample tonnage supply.
However, a moderate order book, scrapping of existing tonnage and
possible postponement of newbuildings will reduce the increase in
supply and impact rates positively.  Freight rates are expected to
be volatile, and the number of future newbuilding orders remains
uncertain.

In the bulk segment, the first quarter of 2013 began on a weaker
note than the same period in 2012 for handymax and panamax.  TORM
remains cautious about the prospects for the dry bulk market in
2013 due to the relatively high level of newbuilding deliveries
expected across all segments.  Freight rates are expected to
remain under pressure due to the oversupply of tonnage and the
market's significant dependence on China coupled with seasonal
demand fluctuations.

TORM's outlook for 2013

TORM expects a loss before tax for 2013 of USD100-150 million
excluding any vessel sales and impairment losses.  Given that
24,676 earning days remained open at the end of 2012, profit/loss
before tax would be impacted by USD25 million by a change in
freight rates of USD/day 1,000.  As described in the Annual
Report, TORM expects to remain in compliance with the financial
covenants in 2013.

One TORM

TORM has now succeeded in stabilizing the Company's situation and
in strengthening the organization with fresh resources.  Under the
"One TORM" heading, the Company has launched a number of measures
to support TORM's strong operational platform and ensure optimal
value creation for all stakeholders. I will now briefly give some
examples of these measures, focusing on four common goals.

Customers first

Even under difficult conditions, TORM has consistently generated
earnings above market level.  One reason for this is the Company's
strong customer focus.

In the period since the restructuring, the organization has
managed to fully re-establish its close relations with all core
customers.

In order to strengthen the proximity to customers, TORM re-
organized the structure of the Tanker Division into supporting all
vessel segments depending on the geographical location of the
customers.  By doing so, the Company mirrors the organization of
individual customers, thereby enhancing customer relationships.

TORM has rejected the traditional pool models with their broadly
based decision-making process in favor of strategic partnerships
and so-called Revenue Sharing Schemes, which provide far greater
flexibility and faster decision-making as well as a better cost
structure.

Ensuring quality in everything

TORM handles the technical management of the Company's vessels
itself, and with optimized processes and systems this provides an
improved scope for technical and commercial action.

For instance, TORM strives to be a quality carrier approved at all
times by a pre-defined, representative group of oil majors, thus
securing optimal trading flexibility and profitability.  During
2012, TORM again improved its performance on this objective by 2
percentage points compared to 2011.

TORM also made significant headway on the integration of the IT
landscape, resulting in a number of efficiency enhancements across
the value chain.

Acting responsibly

Acting responsibly is key to TORM's way of doing business, and
TORM strives to uphold the highest safety, environment and CSR
standards.

For example, through training of officers TORM has managed to
carry on the positive trend in central CSR key indicators in
relation to environment, health, safety and security.

TORM takes a proactive approach to fuel efficiency as it has a
significant environmental and financial impact.  The Company
focuses on a combination of technical modifications of vessels,
training in energy efficiency and addressing the mindset and
behavior of the relevant stakeholders.  TORM expects to be able to
reduce the fuel consumption of the existing fleet by up to 10%
over the coming years, which will lead to cheaper operations on
full implementation of such measures.  Accordingly, the difference
between the latest, fuel-efficient vessel designs and older
vessels can be minimized, thus retaining their competitiveness of
older vessels.

As in previous years, TORM has issued a separate CSR report for
2012, which details TORM's efforts and results in these areas.
This report is available at TORM's website.

Operating in a cost-efficient manner

Among other measures, TORM has reduced administrative expenses
from USD 90 million in 2008 to USD67 million in 2012.  With the
latest string of measures, TORM expects to be able to further cut
administrative expenses significantly in 2013.

The previously mentioned fuel initiatives are also expected to
hold a major cost-saving potential.

With a number of initiatives in such areas as procurement and
crewing, TORM has also managed to keep OPEX significantly below
the 2008 level despite the underlying inflationary pressure.

TORM is well on the way to delivering on a cost program of USD 100
million in accumulated savings between 2012 and 2014.


TORM has now created a financial and operational platform for the
coming years, which will give the Company time to find a more
permanent capital structure.  The "One TORM" measures will
strengthen TORM's long-term foundation.

Proposals submitted by the Board of Directors

"Finally, before rounding off my report, I would like to make a
few comments on the remaining part of the notice to convene this
meeting, which once again this year includes proposals from the
Board of Directors.  However, these are far less extensive than
last year, when the proposals included a number of authorizations
in connection with the restructuring process," Mr. Nielsen said.

Proposal 7.a. is prompted by the existing Danish corporate
governance recommendations issued in 2011 and, accordingly, the
Board of Directors proposes that the shareholders at the General
Meeting approve the level of remuneration for the Board of
Directors for 2013.

Proposal 7.b. concerns an authorization to terminate the Company's
American Depositary Receipt program and in this connection allow
the Company to acquire treasury shares as well as delist the
Company's American Depository Shares from Nasdaq Capital Market,
USA and deregister the Company's securities under the U.S.
Securities Exchange Act of 1934.  The Board of Directors finds
that this would be in the interest of the Company due to the
limited size of the ADR program and the costs involved with a
listing on NASDAQ and the reporting and filing obligations under
the U.S. Exchange Act.  The ADR program represents approximately
0.5% of the Company's total share capital following the capital
increase carried out in connection with TORM's restructuring in
November 2012.

Concluding remarks

"2012 was a challenging year for the shipping industry in general,
and for TORM in particular. In 2012, TORM succeeded in obtaining a
financial restructuring agreement, which stabilizes the Company in
the coming period.  The Board of Directors is confident that, in
collaboration with its most important stakeholders, TORM is on
track to re-establish the foundations for a stronger company for
the future," Mr. Nielsen said.

                           About TORM

With headquarters in Copenhagen, Denmark, TORM (NASDAQ: QMX) is
one of the world's leading carriers of refined oil products as
well as a significant player in the dry bulk market. The Company
runs a fleet of approximately 110 modern vessels in cooperation
with other respected shipping companies sharing TORM's commitment
to safety, environmental responsibility and customer service.


TORM A/S: Unveils Results of April 11 Annual General Meeting
------------------------------------------------------------
The Annual General Meeting of TORM A/S was held on April 11, 2013
at 10:00 am at Radisson Blu Falconer Hotel.  At the Annual General
Meeting the following took place:

-- The Annual Report 2012 was approved, cf. item 2 of the agenda.

-- The proposal that the net result for the year of USD -481
million be carried forward was adopted, cf. item 3 of the agenda.

-- The proposal to discharge the members of the Board of Directors
and the Executive Management from liability was adopted, cf. item
4 of the agenda.

-- No members of the Board of Directors were up for re-election at
the AGM, and no further members were proposed elected to the Board
of Directors, cf. item 5 of the agenda.

-- Deloitte Statsautoriseret Revisions partnerselskab was re-
appointed as the Company's auditor, cf. item 6 of the agenda.

-- The remuneration level of the Board of Directors for the year
2013 was approved, cf. item 7.a of the agenda.

-- The Board of Directors was authorized to terminate the
Company's American Depositary Receipts program and in this
connection to request a delisting of the Company's American
Depository Shares from Nasdaq Capital Market, USA, and
deregistration of the Company's securities under the U.S.
Securities Exchange Act of 1934, as amended.  In this connection,
the Board of Directors was authorized, in the period until the end
of 2015, to permit the Company to acquire an amount of its own
shares, up to a total nominal amount of DKK145.600, subject to a
total holding limit of 3% of the share capital at a price equal to
the share price quoted at the time of purchase, subject to a
deviation of up to 10%, cf. item 7.b of the agenda.

                           About TORM

With headquarters in Copenhagen, Denmark, TORM (NASDAQ: QMX) is
one of the world's leading carriers of refined oil products as
well as a significant player in the dry bulk market. The Company
runs a fleet of approximately 110 modern vessels in cooperation
with other respected shipping companies sharing TORM's commitment
to safety, environmental responsibility and customer service.


TRAINOR GLASS: Miriam R. Stein Asks for OK to Withdraw as Counsel
-----------------------------------------------------------------
Miriam R. Stein of Chuhak & Tecson P.C. seeks leave to withdraw as
attorney for Trainor Glass Company.

Ms. Stein has left the law firm of Arnstein & Lehr LLP.  The
Debtor is still being represented by Ms. Stein's former colleagues
at Arnstein & Lehr LLP.  The Debtor has been notified of Ms.
Stein's request to withdraw and, upon information and belief, has
asserted no objection.

The Bankruptcy Court has scheduled a hearing for April 17, 2013,
at 10:00 a.m. on Ms. Stein's request.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.  The Debtor
has tapped Cole, Martin & Co., Ltd., to render certain auditing
services related to the Debtor's 401(k) and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRAINOR GLASS: Court Extends Cash Collateral Use Until July 12
--------------------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois has extended to July 12, 2013, the
termination date of the final order authorizing Trainor Glass
Company to use cash collateral and incur postpetition debt.

First Midwest Bank, in its capacity as postpetition lender, and
the Official Committee of Unsecured Creditors have agreed to an
amended and supplemental budget, a copy of which is available for
free at http://bankrupt.com/misc/TRAINOR_GLASS_cashcbudget.pdf

The Court previously extended the final order authorizing the
Debtor to use the cash collateral and incur postpetition debt to
April 12, 2013.  Under the Final Cash Collateral/DIP Financing
Order, dated April 20, 2012, as amended by order dated Oct. 4,
2012, the Debtor's authorization to use cash collateral was slated
to expire Jan. 11, 2013.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.  The Debtor
has tapped Cole, Martin & Co., Ltd., to render certain auditing
services related to the Debtor's 401(k) and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRAVELPORT LIMITED: Unveils Final Results of Exchange Offers
------------------------------------------------------------
Travelport Limited and Travelport LLC, an indirect subsidiary of
the Company, on April 11 announced the expiration of (i) the
exchange offers and consent solicitations for the Issuer's Senior
Notes and the Second Lien Notes, each as defined below, which
occurred at 11:59 p.m., New York City time, on April 10, 2013, and
(ii) the consent solicitation with respect to the Issuer's 11 7/8%
Senior Dollar Subordinated Notes due 2016 and 10 7/8% Senior Euro
Subordinated Notes due 2016, which occurred at 5:00 p.m., New York
City time, on April 10, 2013.  The Company, the Issuer and the
Company's parent companies previously announced on March 27, 2013
that they met the minimum conditions with respect to the exchange
offers and consent solicitations for the Issuer's Senior Notes,
Series B Second Priority Senior Secured Notes due 2016, the
consent solicitation with respect to the Senior Subordinated Notes
and the waiver, exchange and cancellation offers with respect to
Travelport Holdings Limited's Tranche A and Tranche B unsecured
payment-in-kind loans due December 1, 2016 under the Amended and
Restated Credit Agreement, dated as of October 3, 2011.  The
waiver, exchange and cancellation offers for the Tranche A and
Tranche B PIK Loans expired on March 22, 2013.

As of 11:59 p.m., New York City time, on April 10, 2013, the
following consents and principal amount of notes or loans, as
applicable, have been provided or tendered and not validly revoked
or withdrawn in connection with the previously announced
comprehensive capital refinancing plan:

Title of Security/Loan                Issuer(1) Principal
                                       Amount
                                       Outstanding(2)


2014 Senior Notes Total(3)             LLC/HI    $753,762,000
2016 Senior Notes                      LLC/INC   $250,000,000
Second Lien Notes                      LLC       $225,137,119
Senior Subordinated Notes(3)           LLC/HI    $433,207,250
Tranche A and Tranche B PIK Loans      H         $498,269,271.28


Principal                       Percentage of
Amount                          Amount
Tendered/Consented              Outstanding
                                Tendered/Consented

$734,512,455                       97.5%
$249,880,000                       99.9%
$225,136,982                       99.9%
$416,606,570                       96.2%
$498,269,271.28                     100%

        (1) The issuer designated as "LLC" is Travelport LLC, as
"HI" is Travelport Holdings, Inc., as "INC" is Travelport Inc. and
as "H" is Travelport Holdings Limited.

        (2) As of March 11, 2013.

        (3) The Senior Euro Floating Rate Notes and the 10 7/8%
Senior Euro Subordinated Notes due 2016 were converted into U.S.
Dollars based on the 30 business day average of the U.S. Dollar
for Euro exchange rate reported by the European Central Bank prior
to March 8, 2013 at 3:00 P.M. Central European Time, which was
1.331.

In connection with the exchange offers and consent solicitations
for the Senior Notes, the Issuer will issue new U.S. dollar-
denominated 13.875% Senior Fixed Rate Notes due 2016 (144A CUSIP
No. 89421E AF0, ISIN No. US89421EAF07; Reg S. CUSIP No. U17274
AA6, ISIN No. USU17274AA61) or Senior Floating Rate Notes due 2016
(LIBOR plus 8.625%) (144A CUSIP No. 89421E AG8/ISIN No.
US89421EAG89; Reg S. CUSIP No. U17274 AB4/ISIN No. USU17274AB45)
to holders of Senior Notes, as applicable, that validly tendered
their Senior Notes pursuant to the terms set forth in the offering
memorandum for the Senior Notes.

          Tranche 1 Loan Invitation Funding Instructions

Eligible holders of the Issuer's outstanding 9 7/8% Senior Dollar
Fixed Rate Notes due 2014, Senior Dollar Floating Rate Notes due
2014, Senior Euro Floating Rate Notes due 2014 and 9% Senior Notes
due 2016 who are participating in the invitation to become a
lender of the Issuer's Tranche 1 Loans in connection with the
exchange offer and consent solicitation for the Senior Notes are
required to deposit immediately available funds in an amount equal
to the applicable purchase price of such Tranche 1 Loans into the
escrow account with Wells Fargo Bank, National Association, by
9:00 am, New York City time, on Monday, April 15, 2013, in
accordance with the wiring instructions provided to them in
connection with the Loan Invitation.  Any eligible holder of
Senior Notes that does not deposit such funds into escrow by the
Funding Time will not be permitted to participate as a lender of
the Tranche 1 Loans.  Additionally, eligible holders must clear
customary account creation and administrative requirements and
approvals by Credit Suisse AG in order to participate in the Loan
Invitation.

Please direct any questions regarding the deposit of funds into
the escrow account for the Tranche 1 Loans to Credit Suisse AG via
e-mail at list.travelport@credit-suisse.com or by calling +1 (212)
325-6098.

                    About Travelport Holdings

Headquartered in Atlanta, Georgia, Travelport provides transaction
processing services to the travel industry through its global
distribution system business, which includes the group's airline
information technology solutions business.  During FYE2011, the
group reported revenues and adjusted EBITDA of US$2 billion and
US$507 million, respectively.

Travelport Limited incurred a net loss of $236 million in 2012, as
compared with net income of $172 million in 2011. The Company's
balance sheet at Dec. 31, 2012, showed $3.15 billion in total
assets, $4.36 billion in total liabilities and a $1.20
billion total deficit.

                          *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.

In May 2012, Moody's Investors Service affirmed the Caa1 corporate
family rating (CFR) and probability of default rating (PDR) of
Travelport LLC.


TRIBUNE CO: Bond Trustees Don't Deserve $13M in Fees, US Says
-------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that the U.S.
Trustee's Office objected Wednesday to more than $13 million in
requests for administrative fees from two bondholders' trustees in
media conglomerate Tribune Co.'s bankruptcy case, saying the
companies' efforts did not make a substantial contribution to the
case.

According to the report, U.S. Trustee Roberta A. DeAngelis argues
that the investigative work of both Wilmington Trust Co. and Law
Debenture Trust Co. instead merely doubled up on contributions
from other parties involved in the case, and the two bondholders,
which together represent a $933 million claim against Tribune.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TRUE DRINKS: Squar Milnet Raises Going Concern Doubt
----------------------------------------------------
True Drinks, Inc., now known as True Drinks Holdings, Inc., filed
on April 5, 2013, its annual report on Form 10-K for the year
ended Dec. 31, 2012.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, expressed substantial doubt about True Drinks'
ability to continue as a going concern, citing the Company's loss
from operations of approximately $3.1 million, negative working
capital of approximately $827,000, and accumulated deficit of
approximately $3.1 million.  "A significant amount of additional
capital will be necessary to advance the marketability of the
Company's products to the point at which the Company can sustain
operations, the Company's independent auditors said.

The Company reported a net loss of $3.1 million on $1.0 million of
net sales in 2012.

The Company's balance sheet at Dec. 31, 2012, showed $6.4 million
in total assets, $2.1 million in total liabilities, and
stockholders' equity of $4.3 million.

A copy of the Form 10-K is available at http://is.gd/g7hAUB

Irvine, Cal.-based True Drinks, Inc., is a beverage company that
specializes in all-natural, vitamin-enhanced drinks.  Its primary
business is the development, marketing, sale and distribution of
its flagship product, AquaBall(TM) Naturally Flavored Water, a
vitamin-enhanced, naturally flavored water drink packaged in the
Company's  patented stacking spherical bottles.  The Company also
markets and distributes Bazi(R) All Natural Energy, a liquid
nutritional supplement drink, which is currently distributed
online and through the Company's existing database of customers.

The Company was originally incorporated in the state of Delaware
in January 2012.


TXU CORP: 2014 Loan Trades at 26% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 73.63 cents-on-the-dollar during the week
ended Friday, April 12, 2013, according to data compiled by
LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street
Journal.  This represents an increase of 0.29 percentage points
from the previous week, the Journal relates.  The loan matures on
October 10, 2014.  The Company pays 350 basis points above LIBOR
to borrow under the facility.  The loan is one of the biggest
gainers and losers for the week ended April 12, among 238 widely
quoted syndicated loans with five or more bids in secondary
trading.

                        About Energy Future

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

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

                           *     *     *

As reported by the TCR on Aug. 15, 2012, Moody's downgraded the
Corporate Family Rating (CFR) of EFH to Caa3 from Caa2 and
affirmed its Caa3 Probability of Default Rating (PDR) and SGL-4
Speculative Grade Liquidity Rating.  The downgrade of EFH's CFR to
Caa3 from Caa2 reflects the company's financial distress and
limited financial flexibility.

In the Feb. 1, 2013, edition of the TCR, Fitch Ratings has lowered
the Issuer Default Ratings (IDR) of Energy Future Holdings Corp
(EFH) and Energy Future Intermediate Holding Company LLC (EFIH) to
'Restricted Default' (RD) from 'CCC' on the conclusion of the debt
exchange and removed the Rating Watch Negative.

As reported by the TCR on Feb. 4, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit ratings on EFH, EFIH,
TCEH, and Energy Future Competitive Holdings Co. (EFCH) to 'CCC'
from 'D' following the completion of several debt exchanges, each
of which S&P considers distressed.


UNIGENE LABORATORIES: Foreclosure Sale Scheduled Today
------------------------------------------------------
Unigene Laboratories, Inc., has entered into a second amendment to
a financing agreement with affiliates of Victory Park Capital
Advisors, LLC, whereby VPC has agreed to purchase an additional
$750,000 senior secured note, providing Unigene with additional
working capital.  Under the terms of this financing, proceeds from
the sale of the note, which is convertible into shares of UGNE
common stock at a conversion price of $0.09 per share, will be
used for working capital purposes.

In an effort to conserve capital and further extend its cash
runway, Unigene also announced a strategic reorganization and
downsizing, which involved a reduction of approximately 40% of its
workforce.  The majority of employees impacted by the reduction in
workforce supported Unigene's Fortical manufacturing and
recombinant calcitonin production operations, which have been
negatively impacted by regulatory recommendations in Europe and by
an advisory committee to the U.S. Food and Drug Administration
(FDA).  The company also disclosed that certain of its assets
primarily related to its Fortical(R) business, are impaired as a
result of this regulatory activity and its related impact upon
Fortical manufacturing revenues and royalties.  The asset
impairment charges will be further discussed within the Company's
reported financial results for the first quarter 2013.

Ashleigh Palmer, Unigene's chief executive officer, stated, "We
value VPC's ongoing support and willingness to continue financing
the company.  Unigene remains focused on our efforts to conserve
capital during these adverse conditions and challenging times.  We
view the reduction in workforce as an unfortunate, but necessary
part of our path forward in continuing to explore and develop
strategic options to protect and enhance shareholder value.  On
behalf of Unigene's Management and our Board of Directors, we
thank our many dedicated colleagues and employees whose efforts
have been instrumental to the success of our Fortical(R) business
throughout the years."

Unigene also has been notified by VPC that VPC has declared an
event of default under certain loan documents, including
approximately $55.8 million in notes issued to VPC by Unigene.
VPC has further declared these notes (including principal and
interest) due and payable.  The declaration of default is based
on, among other things, VPC's determination that a material
default has occurred under various provisions of the loan
documents.  In connection with the existence and continuation of
the default, VPC has notified Unigene that, pursuant to Article 9
of the Uniform Commercial Code (UCC), VPC has initiated a public
disposition of certain of Unigene's assets that constitute VPC's
collateral, including the Company's PeptelligenceTM Drug Delivery
Platform and all other assets that are used or intended for use in
connection with, or that are necessary or advisable to the
continued conduct of, Unigene's biotechnology business (but
excluding assets of the Company unrelated to such business).
Those assets will be sold pursuant to public auction to be held at
the offices of Katten Muchin Rosenman LLP, 525 West Monroe Street,
Chicago, Illinois 60611 on April 15, 2013, at 11:00 a.m. Central
time.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene disclosed a net loss of $34.28 million on $9.43 million of
total revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $7.09 million on $20.50 million of total revenue
during the prior year.  The Company incurred a $32.53 million net
loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $11.31
million in total assets, $110.05 million in total liabilities and
a $98.73 million total stockholders' deficit.

Grant Thornton LLP, in 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 a net loss of $34,286,000 during the year
ended Dec. 31, 2012, and, as of that date, has an accumulated
deficit of approximately $216,627,000 and the Company's total
liabilities exceeded total assets by $98,740,000.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

"We had cash flow deficits from operations of $3,177,000 for the
year ended December 31, 2012, $6,766,000 for the year ended
December 31, 2011 and $1,669,000 for the year ended December 31,
2010.  Our cash and cash equivalents totaled approximately
$3,813,000 on December 31, 2012.  Based upon management's
projections, we believe our current cash will only be sufficient
to support our current operations through approximately March 31,
2013.  Therefore, we need additional sources of cash in order to
maintain all or a portion of our operations.  We may be unable to
raise, on acceptable terms, if at all, the substantial capital
resources necessary to conduct our operations.  If we are unable
to raise the required capital, we may be forced to close our
facilities and cease our operations.  If we are unable to resolve
outstanding creditor claims, we may have no other alternative than
to seek protection under available bankruptcy laws.  Even if we
are able to raise additional capital, we will likely be required
to limit some or all of our research and development programs and
related operations, curtail development of our product candidates
and our corporate function responsible for reviewing license
opportunities for our technologies."


VERIS GOLD: Obtains $10-Mil. Senior Unsecured Promissory Note
-------------------------------------------------------------
Veris Gold Corp. on April 12 disclosed that the Company has
secured financing in the form of an eight-month senior unsecured
promissory note with a principal sum of US$10,000,000.  In
connection with the Note, the Company will issue 3,400,000 common
share purchase warrants.  The Warrants will have an exercise price
of US$1.80 per Warrant and will expire five years from the date
hereof.

The Company intends to use the proceeds to complete development of
the Starvation Canyon Mine and to start underground development of
the Saval 4 portal, both located on its Jerritt Canyon property in
Nevada.  Starvation Canyon Mine commenced production on April 6,
2012 at approximately 300 tonnes per day; with funds from the
Note, additional development will be completed to increase
production to the targeted 600 tonnes per day by the end of June.
Saval 4 development is scheduled to commence in May 2013 and this
zone is expected to deliver an average of 300 tons per day in the
second half of 2013, bringing the total for the SSX mining complex
to 1,500 tons per day.  Pre-production development is expected to
be approximately $1 million.  The increased production at Jerritt
Canyon from Starvation Canyon and Saval 4 will provide additional
revenues and cash flow to the Company.

The Note will bear interest at a rate of 9% per annum and will
mature eight months from the closing date.  From and after the
Maturity Date or at the election of the Lender after an Event of
Default (as defined in the Note) whether or not the maturity has
been accelerated, the Note will bear interest at a rate of 1.75%
per month, and at the option of the Lender, the Principal may be
converted into common shares of the Company based on a conversion
price equal to the greater of (a) CDN$0.75 and (b) the Market
Price (as defined in the TSX Company Manual) of the Company's
common shares discounted by 5% per Conversion Share.  The ability
of the Lender to exercise its option to convert the Principal into
common shares remains subject to TSX approval at the time of the
Conversion.

The Company also paid a finder's fee equal to 4% of the aggregate
gross proceeds to Casimir Capital Ltd. in connection with the Note
transaction, and also issued Casimir 100,000 common share purchase
warrants with an exercise price of $1.85 and a term of two years
from the closing date of the Note financing.

This news release was reviewed and approved by the Company's COO,
Randy Reichert, M.Sc. P.Eng., the Qualified Person under NI 43-101
for purposes of this release.

                      About Veris Gold Corp.

Veris Gold Corp. is a growing mid-tier North American gold
producer in the business of developing and operating gold mines in
geo-politically stable jurisdictions.  The Company's primary
assets are the permitted and operating Jerritt Canyon mill and
gold mines located 50 miles north of Elko, Nevada, USA. The
Company also holds a diverse portfolio of precious metals
properties in British Columbia and the Yukon Territory, Canada,
including the former producing Ketza River mine.  The Company's
focus has been on the re-development of the Jerritt Canyon mining
and milling facility.

Veris Gold reported a net loss of US$20.0 million on
US$160.6 million of revenue in 2012, compared with net income of
US$26.4 million on US$105.1 million of revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
US$348.5 million in total assets, US$249.8 million in total
liabilities, and shareholders' equity of US$98.7 million.

                       Going Concern Doubt

Deloitte LLP, in Vancouver, Canada, noted that the Company has
incurred net losses over the past several years and has a working
capital deficit in the amount of US$34.3 million and has an
accumulated deficit of US$379 million as at Dec. 31, 2012.
"These conditions, along with other matters as set forth in Note
1, indicate the existence of material uncertainties that may cast
substantial doubt about the Company's ability to continue as a
going concern."


VERISIGN INC: $150MM Notes Add-On No Impact on Moody's 'Ba2' CFR
----------------------------------------------------------------
Moody's Investors Service said VeriSign, Inc.'s increase of its
proposed senior unsecured notes due 2023 to $750 million from $600
million does not impact the company's Ba2 Corporate Family Rating,
Ba2-PD Probability of Default Rating or stable ratings outlook.
The Baa3 rating for the proposed senior notes and the SGL-1
liquidity rating remain unchanged.

Headquartered in Reston, VA, Verisign provides Internet
infrastructure services.


YOU ON DEMAND: UHY LLP Raises Going Concern Doubt
-------------------------------------------------
YOU On Demand Holdings, Inc., and subsidiaries filed on April 8,
2013, their annual report on Form 10-K for the year ended Dec. 31,
2012.

UHY LLP, in New York, N.Y., expressed substantial doubt about YOU
On Demand's ability to continue as a going concern, citing the
Company's significant losses during 2012 and 2011 and reliance on
debt and equity financings to fund their operations.

The Company reported a net loss of $16.3 million on $6.9 million
of revenue in 2012, compared with a net loss of $12.6 million on
$7.9 million of revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$22.4 million in total assets, $13.1 million in total liabilities,
$5.1 million of convertible redeemable preferred stock, and
stockholders' equity of $4.2 million.

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

New York, N.Y.-based YOU On Demand Holdings, Inc., operates in the
Chinese media segment through its Chinese subsidiaries and
variable interest entities: (1) a business which provides to cable
providers both an integrated value-added service solution and
platform for the delivery of pay-per-view ("PPV") and video on
demand ("VOD") as well as enhanced premium content for cable
providers and (2) a cable broadband business based in the Jinan
region of China.


ZOOM TELEPHONICS: Incurs $870K Net Loss in 2012
-----------------------------------------------
Zoom Telephonics, Inc., filed on March 29, 2013, its annual report
on Form 10-K for the year ended Dec. 31, 2012.

Marcum LLP, in Boston, Massachusetts, expressed substantial doubt
about Zoom Telephonics' ability to continue as a going concern,
citing the Company's recurring net losses and negative cash flows
from operations.

The Company reported a net loss of $870,054 on $12.7 million of
net sales in 2012, compared with a net loss of $732,342 on
$14.7 million of net sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $5.0 million
in total assets, $1.4 million in total liabilities, and
shareholders' equity of $3.6 million.

A copy of the Form 10-K is available at http://is.gd/yMePy4

Boston, Massachusetts-based Zoom Telephonics, Inc., designs,
produces, markets, sells, and supports broadband and dial-up
modems, Wi-Fi(R) and Bluetooth(R) wireless products, and other
communication-related products.


* April 12 Bankruptcy Auction Set for 1941 Navy N3N-3 Biplane
-------------------------------------------------------------
Iron Horse Auction Company, Inc. of Rockingham, N.C. on April 12
disclosed that it will conduct an online auction of a 1941 United
States Navy N3N-3 Biplane for the United States Bankruptcy Court,
Western District of North Carolina.

The Navy N3N-3 was built by the Naval Aircraft Factory and was the
last biplane in US Military Service.  The original use of the N3N-
3 was for rescue missions as a seaplane.  In its later years the
N3N-3 was converted and used for WWII Naval Aviator Training.
This N3N-3 bears the serial number 3033 and comes with the
original Bill of Sale from the Reconstruction Finance Corporation
(Surplus War Aircraft Division) to the first civilian owner.

The auction, which includes additional aircraft, is an internet
only auction, ends April 24th at 3:00 p.m. with extended bidding.
This means that if a bid is received on any aircraft in the
auction catalog, that bidding will be extended by 10 minutes for
all aircraft.  The N3N-3 is hangared in the Charlotte Metro Area.

William B. Lilly, Jr. of Iron Horse states, "This is a rare
opportunity to own a piece of WWII memorabilia.  There are actual
Navy Pilots that flew missions in WWII, that learned to fly using
this very aircraft.  There are approximately 30 N3N-3's still
actively flying today and here is your opportunity to own one of
them."


* Moody's Notes Improving Performance of U.S. Credit Card Issuers
-----------------------------------------------------------------
The outlook for the U.S. credit card industry remains stable, as
card issuers' continued strong asset quality and profitability in
an improved macroeconomic environment boost performance, says
Moody's Investors Service in its new industry outlook "U.S. Card
Issuers' Core Profitability to Rise Further in 2013."

Moody's industry outlooks reflect the rating agency's expectations
for fundamental business conditions in the industry over the next
12 to 18 months.

The latest report discusses the Big 6 issuers -- American Express
Company (AXP), Capital One Bank (COF), Chase Bank (JPM), Citibank,
N.A. (C), Discover Financial Services (DFS), FIA Card Services
(BAC ) -- and their performance amid a changing macroeconomic
landscape.

"Some positive elements, including improvement in asset quality
and core profitability, helped the credit card industry in 2012,"
says Curt Beaudouin, a Moody's Vice President -- Senior Credit
Officer. "But the industry faces some challenges in 2013. In
particular, political and regulatory overhang persists, with the
Consumer Financial Protection Bureau remaining in the forefront of
regulatory action against the credit card banks."

While asset quality has improved significantly for each of the
main six credit card banks, it continues to vary widely among the
individual issuers, says Moody's.

In 2013, COF will likely be the worst performer, with an average
net charge-off rate of about 4%, mainly reflecting its 2012
acquisition of HSBC's U.S. subprime credit and retail card
portfolios which carry relatively high charge-off rates, says the
rating agency. But AXP will lead the pack with an average net
charge-off rate of about 2.0% due to the company's continued
emphasis on premium quality lending customers and charge cards,
says Moody's.

The overall improvement in fundamental industry trends underpins
Moody's stable outlook for the Big 6 card issuers' standalone bank
financial strength ratings. Despite increased dividends and share
buybacks, Moody's expects capital of the Big 6 issuers to be
maintained at satisfactory levels in 2013, as core earnings
continue to improve and risk-weighted assets tick up modestly.


* Moody's Reports on NPV's Role in Determining Loss Mitigation
--------------------------------------------------------------
Moody's Investors Service's Servicer Dashboard publication offers
a timely look at the importance of net present value model as part
of any loss mitigation process used by mortgage loan servicers in
residential mortgage-backed securities.

NPV has been in the news with a lawsuit filed last month by
investors in New York State Supreme Court against Nationstar's
practice of using note sales to liquidate seriously delinquent
loans. The court has issued an injunction barring the practice
pending resolution.

"The NPV model and related assumptions used by mortgage loan
servicers play a critical role in a servicer's decisions about
defaulted loans," said Vice President Bill Fricke, who leads
Moody's Servicer Quality team. "In this issue of Servicer
Dashboard, we examine the components of the NPV model, which is
key in determining the rate of return for investors."

The Dashboard also reports that timelines for completed
foreclosures continued to lengthen in the fourth quarter of last
year as servicers worked their way through the aged pipeline.
Court systems in judicial states such as New York, New Jersey and
Florida remained overwhelmed by the sheer number of cases to be
processed. REO sale timelines improved since third quarter,
reflecting the improved housing market.

The Dashboard provides four quarters of trustee-provided data
comparing each of the major servicers of US residential mortgage
loans across a range of performance metrics. The latest edition
captures data through the fourth quarter of last year.

The Dashboard also reports that current-to-worse roll rates
continued to improve in the fourth quarter, especially for the
Subprime and Alt-A product types. The improvement in the economy
and the success of previous modifications resulted in the improved
collections performance.

Total cure and cash flowing rate performance was mixed in the
fourth quarter, reports Moody's. Citi's performance in Alt-A
continued to decline, driven by a reduction in modification
volume. Chase's Jumbo and Alt-A performance decreased slightly as
the servicer exhausted its eligible loan population for loss
mitigation. Bank of America's numbers improved due to transfers of
non-performing loans to special servicers as well as compliance
with last year's state attorneys general settlement performance
goals.

Re-modification and re-default rates decreased in the fourth
quarter for all product types. This indicates that previously done
modifications are taking hold and performing better than
modifications done in the past, says Moody's. Helping in this
trend has been the implementation by servicers of single-point-of
-contact procedures in loss mitigation and a trend of more
principal forgiveness modifications.


* Moody's Says NA Transaction Processors' Bonds Offer Average
-------------------------------------------------------------
Covenant protections in the high-yield bonds issued by North
American transaction processors are generally in line with those
issued by other North American non-financial corporates, Moody's
Investors Service says in a new report, "North American
Transaction Processors' Bond Covenants Are Close to Average."
Transaction processors include companies that process employee
payrolls, credit card transactions and loan repayments.

"Thirteen bonds from nine North American transaction processors
have an average covenant quality score of 3.37, compared with 3.42
for a wider sample of 606 North American non-financial corporate
bonds drawn from our High-Yield Covenant Database," says Vice
President -- Senior Analyst Terrence Dennehy. Moody's uses a five-
point scale to indicate covenant quality, with 1.0 representing
the strongest investor protections and 5.0, the weakest.

Among transaction processing companies, a bond from iPayment Inc.
had the strongest covenant quality score in Moody's sample, at
2.50, while one from Fidelity National Information Services Inc.
had the weakest score, at 4.21.

And the transaction processor sector differs from many others in
that sponsored bonds offer stronger-than-average protections
against restricted payments and debt incurrence. This limits
transaction processors' ability to execute debt-financed
distributions to shareholders. Nonetheless, these strengths are
offset by weaker change of control protections.

"Weaker change of control protections give private equity firms
more flexibility to exit their investments via an IPO or sale,"
Dennehy says, "thus the change of control provisions ultimately
facilitate exit strategies that enable sponsors to show some
return to investors."

In addition, protections against risky investments are weaker in
the transaction processor sector than in other North American non-
financial sectors. This reflects higher-than-average investment
carve-outs, Dennehy says, which increases transaction processors'
flexibility to make acquisitions to fill out missing product
segments or geographies. Transaction processors had an average
score of 3.92 for investments, compared with 3.70 for the broader
group. Excluding companies with private equity sponsors, however,
the average scores for the two groups were comparable, at 3.61 and
3.62, respectively.


* Americans Spending Larger Share of Annual Income on Homes
-----------------------------------------------------------
Amrita Jayakumar, writing for The Washington Post, reported that
as mortgage rates hover near historic lows, Americans are saving
big on monthly mortgage payments. In the fourth quarter of 2012
alone, homeowners spent almost 37 percent less on the payments
than they did in the years before the housing bubble, according to
real estate tracking firm Zillow.

But this saving has a flip side: As home values rise, paychecks
aren't keeping up, the Post report noted.  So, while average
monthly payments are down, buyers are purchasing homes with a
bigger price tag. At the end of 2012, buyers bought homes that
were three times their annual income, up from 2.6 times before the
housing bubble.

According to the Post report, the disparity is stark in high-
priced areas such as San Jose, where home buyers are purchasing
homes for seven times their yearly salary. Meanwhile, in Detroit,
the purchase price is typically just 1.5 times a buyer's salary.

Homes appear more affordable because low mortgage rates are
painting a distorted picture of the market, Stan Humphries, chief
economist at Zillow, told the Post.

The average rate for a 30-year fixed mortgage fell to 3.43 percent
this week, compared with 3.88 percent a year ago, according to
data released by mortgage giant Freddie Mac, the report said. That
is not far from the historic low of 3.31 percent in November.


* CASM Blames U.S. Solar Bankruptcies on China's Trade Aggression
-----------------------------------------------------------------
The Coalition for American Solar Manufacturing (CASM) on April 11
disclosed that the U.S. Department of Commerce has taken the
extraordinary measure of asking U.S. Customs and Border Protection
(CBP) to undertake enhanced import reviews and potential
enforcement based on federal data suggesting some manufacturers
and importers of Chinese-made solar panels are misreporting and
underreporting their imports to evade new tariffs on them.

A memorandum from Commerce to CBP dated April 9, according to
CASM, says a Commerce analysis of CBP import data revealed that
some importers are evading import duties to counter illegal,
export-intensive Chinese subsidies and U.S. price dumping by
improperly declaring merchandise to be outside the scope of the
duties or by understating its value.

In particular, Commerce said, "The data suggest that some
importers may either be improperly declaring merchandise as not
subject to the AD/CVD [anti-dumping/countervailing duty] orders,
or may be understating the value of the imported merchandise
declared as subject to the relevant orders."

The Commerce memo also states that as a result of the findings,
Customs and Border Protection has initiated operations at "various
ports throughout the country" that "have resulted in the
collection of significant additional cash deposits on merchandise
subject to the AD/CVD orders."

"For U.S. manufacturing employees, this evasion adds insult to
injury," said Gordon Brinser, president of SolarWorld Industries
America Inc., based in Oregon.  "The U.S. solar industry and its
workforce have suffered profound, sustained harm from China's
illegal trade practices.  We alerted U.S. authorities and, over
the course of 13-month investigations, we were proved right.  Now
the Chinese producers and their importers are apparently trying to
sidestep the application of these lawfully determined trade
remedies.  We applaud the government for being alert to this new
phase of cheating."

CASM, comprised of about 240 solar installers, manufacturers and
other U.S. employers, supports sustainable and domestic production
as well as trade free of illegal foreign government interference.
The coalition says more than 25 U.S. solar companies have
downsized or shuttered plants, filed for bankruptcy protection or
withdrawn from the industry as a result of China's state-directed
trade aggression.  In late 2012, coalition leader SolarWorld won
trade cases to counter China's illegal trade practices.  As a
result, the U.S. government set anti-subsidy and anti-dumping
duties at between 24 percent and 250 percent of import values.

Founded by seven companies that manufacture solar cells and panels
in the United States, CASM now includes 239 employers of more than
18,300 Americans; the employers' names, locations, businesses and
statements are available on the CASM site's members page.


* First Quarter Foreclosure Activity at Lowest Level Since 2007
---------------------------------------------------------------
RealtyTrac on April 11 released its U.S. Foreclosure Market Report
for March and the first quarter of 2013, which shows foreclosure
filings -- default notices, scheduled auctions and bank
repossessions -- were reported on 152,500 U.S. properties in
March, a decrease of 1 percent from the previous month and down 23
percent from March 2012.

The decrease in March helped drop first quarter foreclosure
numbers to the lowest level since the second quarter of 2007.
Foreclosure filings were reported on 442,117 U.S. properties in
the first quarter, down 12 percent from the previous quarter and
down 23 percent from the first quarter of 2012.

"Although the overall national foreclosure trend continues to head
lower, late-blooming foreclosures are bolting higher in some local
markets where aggressive foreclosure prevention efforts in
previous years are wearing off," said Daren Blomquist, vice
president at RealtyTrac.  "Meanwhile, more recent foreclosure
prevention efforts in other states have drastically increased the
average time to foreclose, which could result in a similar
outbreak of delayed foreclosures down the road in those states."

High-level findings from the report:

        -- U.S. foreclosure starts increased 2 percent from
February to March, the second straight monthly increase following
three consecutive monthly decreases.  There were a total of 73,113
foreclosure starts nationwide in March, still down 28 percent from
a year ago.

        --  Foreclosure starts in March increased from the
previous month in 23 states and were up annually in 12 states, led
by New York (200 percent increase), Maryland (193 percent
increase), Washington (154 percent increase), Arkansas (101
percent increase), and Nevada (88 percent increase).

        -- Lenders repossessed 43,597 properties nationwide in
March, the lowest since September 2007. U.S. bank repossessions
(REOs) in March decreased 3 percent from February and were down 21
percent from a year ago.

        -- A total of 34 states reported annual decreases in REO
activity in March, including Oregon (down 72 percent), Utah (down
71 percent), Massachusetts (down 61 percent), Michigan (down 56
percent), and Nevada (down 55 percent).

        -- States bucking the national downward trend in REOs
included Arkansas (up 121 percent annually in March), Maryland (up
114 percent), Washington (up 88 percent), Pennsylvania (up 41
percent), and Ohio (up 39 percent).

        -- Properties repossessed by lenders in the first quarter
took an average of 477 days to complete the foreclosure process,
up from 414 days in the previous quarter and a record high since
RealtyTrac began tracking this metric in the first quarter of
2007.

        -- The average time to foreclose in the first quarter
increased from the previous quarter in 39 states, led by Oregon
(up 61 percent), Arkansas (up 42 percent), Texas (up 40 percent),
Tennessee (up 37 percent), and Michigan (up 22 percent) -- all
non-judicial foreclosure states.

Divergent trends continue in judicial and non-judicial states
First quarter foreclosure activity in the 26 judicial or quasi-
judicial states combined increased 6 percent from the first
quarter of 2012, while first quarter foreclosure activity in the
24 judicial states decreased 44 percent during the same time
period.

Similarly, March foreclosure activity increased 4 percent annually
in the judicial states combined but decreased 44 percent annually
in the non-judicial states combined.

There were a total of 85,671 Florida properties with foreclosure
filings in the first quarter, the most of any state and one in
every 104 housing units -- the nation's highest state foreclosure
rate and nearly three times the national average of one in every
296 housing units.  Florida foreclosure activity in the first
quarter increased 7 percent from the previous quarter and was up
17 percent from the first quarter of 2012.

Nevada foreclosure activity increased 13 percent in the first
quarter compared to the previous quarter, helping the state post
the nation's second highest foreclosure rate.  One in every 115
Nevada housing units had a foreclosure filing during the quarter.
First quarter foreclosure activity in Nevada was still down 18
percent from a year ago, but the quarterly increase was driven
largely by a recent uptick in foreclosure starts.  Nevada
foreclosure starts in March increased 88 percent from a year ago
to an 18-month high.

"We are seeing an uptick of foreclosure starts particularly in the
Reno, Sparks MSA where they are up 100 percent from a year ago due
to lenders gaining confidence around their strategies related to
SB 284.  That strategy development around filing notices of
default has taken more than a year.  Fortunately, we are seeing a
significant drop in the number of scheduled foreclosure auctions
and REO's in Nevada as lenders seek alternative ways to resolve
the backlog of foreclosures through short sales or other methods,"
said Craig King, RealtyTrac Network member and COO of Chase
International, one of the nation's premier real estate companies
located in the Lake Tahoe/Reno region.

Illinois foreclosure activity in the first quarter decreased 2
percent from the previous quarter and was down 5 percent from a
year ago, but the state's foreclosure rate -- one in every 147
housing units with a foreclosure filing during the quarter --
still ranked third highest nationwide. The annual decrease in the
first quarter followed four consecutive quarters with annual
increases in Illinois foreclosure activity.

Ohio foreclosure activity increased annually for the fourth
consecutive quarter in the first quarter, helping the state post
the nation's fourth highest foreclosure rate -- one in every 188
housing units with a foreclosure filing.

Georgia foreclosure activity in the first quarter decreased
annually for the third consecutive quarter, but the state still
posted the nation's fifth highest foreclosure rate -- one in every
200 housing units with a foreclosure filing.

Other states with foreclosure rates ranking among the top 10 were
Arizona (one in every 202 housing units with a foreclosure
filing), Washington (one in 220 housing units), Maryland (one in
254 housing units), South Carolina (one in 254 housing units), and
California (one in 266 housing units).

Florida cities account for seven of 10 highest metro foreclosure
rates in first quarter One in every 79 housing units in the Miami
metro area had a foreclosure filing in the first quarter of 2013,
more than three times the national average and highest among
metropolitan statistical areas with a population of 200,000 or
more.

Six other Florida metro areas documented foreclosure rates that
ranked among the top 10: Orlando at No. 2 (one in every 86 housing
units with a foreclosure filing); Ocala at No. 3 (one in 92
housing units); Tampa at No. 5 (one in 100 housing units);
Jacksonville at No. 7 (one in 105 housing units); Palm Bay-
Melbourne-Titusville at No. 8 (one in 109 housing units); and
Lakeland at No. 10 (one in 128 housing units).

Other cities with foreclosure rates in the top 10 were Las Vegas
at No. 4 (one in 99 housing units); Rockford, Ill., at No. 6 (one
in 102 housing units); and Chicago at No. 9 (one in 116 housing
units).

Days to foreclose at record 477 days, biggest increases in non-
judicial states U.S. properties foreclosed in the first quarter
took an average of 477 days to complete the foreclosure process,
up from 414 days in the previous quarter and up from 370 days in
the first quarter of 2012.  It was the highest average number of
days to foreclose going back to the first quarter of 2007.

The average time to complete a foreclosure increased from the
previous quarter in 39 states, led by Oregon (up 61 percent),
Arkansas (up 42 percent), Texas (up 40 percent), Tennessee (up 37
percent), and Michigan (up 22 percent) -- all non-judicial
foreclosure states.

Despite a 4 percent decrease in the average time to complete a
foreclosure from the previous quarter, New York continued to
register the longest state foreclosure timeline at 1,049 days from
foreclosure start to bank repossession (REO).  New Jersey came in
second highest at 1,002 days followed by Florida at 893 days,
Hawaii at 824 days, and Illinois at 720 days.

Texas documented the shortest time to complete a foreclosure at
159 days despite a 40 percent increase from the previous quarter.
Virginia documented the second shortest foreclosure timeline at
166 days, followed by Delaware at 168 days, Maine at 182 days, and
Alabama at 186 days.

                     About RealtyTrac Inc.

RealtyTrac -- http://www.realtytrac.com-- is an online
marketplace for foreclosure properties and real estate data.


* Visa, MasterCard Judge Orders Changes on Swipe-Fee Sites
----------------------------------------------------------
Christie Smythe, writing for Bloomberg News, reported that
websites critical of a settlement that Visa Inc. (V) and
MasterCard Inc. (MA) reached with retailers over so-called swipe
fees are misleading and must be corrected, a federal judge ruled.

According to the report, the sites contain "bad information" that
may have caused some retailers to drop out of the settlement, U.S.
District Judge John Gleeson said in Brooklyn, New York. He gave
the parties a week to decide on changes.

"I'm not going to belabor this with you," Gleeson told Jeffrey
Shinder, a lawyer representing retail trade associations that
established the sites and have opposed the settlement, Bloomberg
said. "I'm just talking about basic fairness."

Bloomberg noted that sites at issue include Merchantsobject.com
and home sites for the trade groups National Community Pharmacists
Association, National Grocers Association and the National
Association of Convenience Stores, among others, according to
court filings submitted by the plaintiffs' lawyers.

The sites provide one-sided information encouraging retailers to
object and opt out and don't fully explain consequences of those
actions, the plaintiffs' lawyers said, according to Bloomberg.
While opting out allows merchants to pursue their own lawsuits
against the credit card firms, it deprives them of the ability to
receive payments for damages under the settlement, the lawyers
said.


* JPMorgan Analysts Say Big Investment Banks Are "Uninvestable"
---------------------------------------------------------------
Elisa Martinuzzi & Liam Vaughan, writing for Bloomberg News,
reported that JPMorgan Chase & Co. (JPM), the largest U.S. bank by
assets and the top investment bank by fees, is questioning the so-
called universal bank model's future.

According to the report, top-tier investment banks are
"uninvestable at this point with a risk of spinoff from universal
banks," JPMorgan analysts led by London-based Kian Abouhossein
wrote in a research note on April 12.  They cited potential rule
changes and curbs on capital and funding.

Investors should avoid Goldman Sachs Group Inc. (GS), once the
world's most profitable securities firm, and Deutsche Bank AG
(DBK), Germany's largest bank, because of pressure on earnings and
the unknown impact of new regulations, according to the report,
Bloomberg cited.  Both firms rank among the biggest sales and
trading rivals for New York-based JPMorgan, which isn't mentioned
in the report. The bank is scheduled to report first-quarter
results on April 13.

Instead, the analysts favor UBS AG (UBSN) and Credit Suisse Group
AG (CSGN), Switzerland's first and second-largest banks, and New
York- based Morgan Stanley, owner of the world's biggest
brokerage, because of their restructuring potential and ability to
release capital, the report said, according to Bloomberg.

Investment-banking revenue will continue at 2005 and 2006 levels
and will be led by fixed-income, currencies and commodities, which
will account for half of the industry's sales by 2015, JPMorgan's
analysts said, Bloomberg related.

Second-tier operators in that business, including Morgan Stanley
(MS), Credit Suisse, UBS and Royal Bank of Scotland Group Plc,
will have to restructure further because they lack scale, the
analysts wrote, Bloomberg further related. Goldman Sachs, Barclays
Plc (BARC), Deutsche Bank, Citigroup Inc. (C) and Bank of America
Corp. (BAC) should gain market share, according to the note.


* Attys Anxious for Clarity on Stern May Be in for Long Wait
------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that a recent petition
to the U.S. Supreme Court could help alleviate widespread
confusion about the scope of a bankruptcy judge's authority in the
wake of Stern v. Marshall, experts say, but it may not be the
ideal case to revisit the landmark decision.

According to the report, the high court's ostensibly narrow 2011
Stern ruling has, in practice, called into question bankruptcy
judges' authority to rule on a wide range of so-called "core"
proceedings which they handled routinely prior to Stern.


* Godwin Lewis Picks Up Glast Phillips Bankruptcy Pro
-----------------------------------------------------
Ama Sarfo of BankruptcyLaw360 reported that Texas-based Godwin
Lewis PC has boosted its bankruptcy practice with the addition of
a Glast Phillips & Murray PC attorney whose clients have included
banking heavyweights like Bank of America NA and Wells Fargo
Acceptance Corp.

According to the report, Sidney H. Scheinberg joined Godwin as a
shareholder on April 8 and will operate out of its Dallas and
Plano, Texas, offices and focus on growing the firm's bankruptcy
practice, Godwin said.


* Honorary Consul Appointment of KSIA's President Extended
----------------------------------------------------------
Kunjar Sharma & Associates Inc. on April 11 disclosed that its
President, Dr. Kunjar Sharma, has been renewed as Honorary Consul
General of Nepal through to March 8, 2015 by the Government of
Nepal.  This position, based in Toronto significantly contributes
to the promoting of bilateral relations between Nepal and Canada.
Dr. Sharma, who has held this position since 1993, is also a past
recipient of the President's Award by the Sir Edmund Hillary
Foundation of Canada for his work for the people of Nepal.

               About Kunjar Sharma & Associates Inc.

KSAI -- http://www.kunjarsharma.com-- is a boutique Toronto
insolvency firm whose focus is exclusively on helping individuals,
families and business owners who need assistance in restructuring
their finances or require the services of a Trustee in Bankruptcy.


* Sheppard Mullin Re-Elects Chairman Guy Halgren to Fifth Term
--------------------------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP on April 12 disclosed that
the firm's chairman of the executive committee, Guy N. Halgren,
has been re-elected to a fifth consecutive, three-year term
leading the firm.  Mr. Halgren was first elected to this
management role in 2001.  Mr. Halgren is the first Sheppard Mullin
chairman to hold this position for more than three terms.

"Our partnership is very fortunate to have Guy at the helm for
another term.  He's smart, fair and forward-thinking," said
Lawrence M. Braun, Los Angeles-based Corporate partner and member
of the executive committee.  "Guy has been instrumental in growing
the firm in terms of size, locations, and practice areas, while
preserving Sheppard Mullin's tradition of collegiality and
entrepreneurship."

Sheppard Mullin has experienced significant growth in the past
twelve years.  The number of attorneys is now more than 600, which
is more than double the firm's attorney headcount in 2001.  During
the same time period, the firm has geographically grown from a
California firm, to a national firm with locations in Chicago, New
York and Washington, D.C., to an international firm with offices
in Beijing, Shanghai, Seoul, Brussels and London.  The firm
currently has a total of sixteen offices, having significantly
expanded from four locations in 2001.

Comparing 2001 to 2012, gross revenue has climbed from $149
million to $438 million.  Practice area growth has occurred in a
number of ways, including the establishment of an institutional
entertainment and media practice in 2003, the significant growth
of the firm's Intellectual Property practice group in recent
years, and the strengthening of signature practices: Antitrust,
Corporate, Finance & Bankruptcy, Government Contracts, Labor &
Employment, Litigation, Real Estate/Land Use and Tax.

Additionally, Business Trial partner Robert S. Beall has been
re-elected as the firm's managing partner for another three-year
term.  He has held this firm management position since 2005.
Beall, based in the firm's Orange County office, has also been
re-elected to the firm's executive committee for another three-
year term.

This year, Jon W. Newby has been elected to the newly created
position of vice chairman.  Mr. Newby, based in the firm's Century
City office, is a Corporate partner, serves as the practice group
co-chair and is a member of the executive committee.

"I'm very pleased that Robert has agreed to serve for another term
and welcome Jon in the role of vice chairman.  Their talents
complement each other, as well as mine, and I look forward to
continued success and growth leading the firm with their support,"
Mr. Halgren commented.

Partners Geraldine Ann Freeman, Jerry J. Gumpel and Hal Milstein
have been elected to the executive committee. Freeman is based in
the San Francisco office and is co-chair of the firm's Finance and
Bankruptcy practice group.  Mr. Gumpel is based in the firm's Del
Mar office, is co-chair of the International practice and member
of the Corporate practice group.  Milstein is based in the firm's
Palo-Alto office and is a member of the firm's IP practice group.

          About Sheppard, Mullin, Richter & Hampton LLP

Sheppard Mullin -- http://www.sheppardmullin.com-- is a full
service Global 100 firm with 630 attorneys in 16 offices located
in the United States, Europe and Asia.  Since 1927, companies have
turned to Sheppard Mullin to handle corporate and technology
matters, high stakes litigation and complex financial
transactions. In the U.S., the firm's clients include more than
half of the Fortune 100.


* BOND PRICING: For Week From April 8 to 12, 2013
-------------------------------------------------

  Company          Coupon   Maturity  Bid Price
  -------          ------   --------  ---------
AES EASTERN ENER     9.00   1/2/2017     1.750
AES EASTERN ENER     9.67   1/2/2029     4.125
AGY HOLDING COR     11.00 11/15/2014    50.500
AHERN RENTALS        9.25  8/15/2013    80.250
ALION SCIENCE       10.25   2/1/2015    56.875
ATP OIL & GAS       11.88   5/1/2015     5.500
ATP OIL & GAS       11.88   5/1/2015     5.750
ATP OIL & GAS       11.88   5/1/2015     5.500
BUFFALO THUNDER      9.38 12/15/2014    28.000
CATERPILLAR FINL     5.60  4/15/2013   100.000
CENGAGE LEARN       12.00  6/30/2019    24.500
CENGAGE LEARNING    13.75  7/15/2015    20.375
CHAMPION ENTERPR     2.75  11/1/2037     0.500
DELL INC             4.70  4/15/2013   100.375
DELTA AIR 1993A1     9.88  4/30/2049    21.750
DEX ONE CORP        14.00  1/29/2017    44.000
DOWNEY FINANCIAL     6.50   7/1/2014    56.000
DYN-RSTN/DNKM PT     7.67  11/8/2016     4.500
EASTMAN KODAK CO     7.00   4/1/2017    14.250
EASTMAN KODAK CO     9.20   6/1/2021    10.583
EASTMAN KODAK CO     9.95   7/1/2018    13.000
EDISON MISSION       7.50  6/15/2013    54.400
ELEC DATA SYSTEM     3.88  7/15/2023    97.000
FAIRPOINT COMMUN    13.13   4/1/2018     1.000
FAIRPOINT COMMUN    13.13   4/1/2018     1.000
FAIRPOINT COMMUN    13.13   4/2/2018     0.920
FDC-CALL04/13        9.88  9/24/2015   102.625
FIBERTOWER CORP      9.00 11/15/2012     3.000
FIBERTOWER CORP      9.00   1/1/2016    12.000
FULL GOSPEL FAM      8.40  6/17/2031    10.067
GEOKINETICS HLDG     9.75 12/15/2014    52.125
GEOKINETICS HLDG     9.75 12/15/2014    52.625
GLB AVTN HLDG IN    14.00  8/15/2013    21.000
GMX RESOURCES        4.50   5/1/2015    11.000
GMX RESOURCES        9.00   3/2/2018    19.550
HAWKER BEECHCRAF     8.50   4/1/2015     6.000
HAWKER BEECHCRAF     8.88   4/1/2015     1.750
HORIZON LINES        6.00  4/15/2017    30.480
JAMES RIVER COAL     3.13  3/15/2018    22.000
JAMES RIVER COAL     4.50  12/1/2015    25.000
LAS VEGAS MONO       5.50  7/15/2019    20.000
LBI MEDIA INC        8.50   8/1/2017    30.875
LEHMAN BROS HLDG     0.25 12/12/2013    20.125
LEHMAN BROS HLDG     0.25  1/26/2014    20.125
LEHMAN BROS HLDG     1.00 10/17/2013    20.125
LEHMAN BROS HLDG     1.00  3/29/2014    20.125
LEHMAN BROS HLDG     1.00  8/17/2014    20.125
LEHMAN BROS HLDG     1.00  8/17/2014    20.125
LEHMAN BROS HLDG     1.25   2/6/2014    20.125
MF GLOBAL LTD        9.00  6/20/2038    71.000
OVERSEAS SHIPHLD     8.75  12/1/2013    80.750
PENSON WORLDWIDE    12.50  5/15/2017    24.375
PENSON WORLDWIDE    12.50  5/15/2017    41.500
PLATINUM ENERGY     14.25   3/1/2015    51.500
PLATINUM ENERGY     14.25   3/1/2015    51.500
PMI CAPITAL I        8.31   2/1/2027     0.625
PMI GROUP INC        6.00  9/15/2016    27.750
POWERWAVE TECH       1.88 11/15/2024     0.750
POWERWAVE TECH       1.88 11/15/2024     0.750
POWERWAVE TECH       3.88  10/1/2027     1.000
POWERWAVE TECH       3.88  10/1/2027     0.750
RESIDENTIAL CAP      6.88  6/30/2015    33.750
SAVIENT PHARMA       4.75   2/1/2018    20.000
SCHOOL SPECIALTY     3.75 11/30/2026    53.000
TERRESTAR NETWOR     6.50  6/15/2014    10.000
TEXAS COMP/TCEH     10.25  11/1/2015    10.740
TEXAS COMP/TCEH     10.25  11/1/2015    10.625
TEXAS COMP/TCEH     10.25  11/1/2015    11.300
TEXAS COMP/TCEH     10.50  11/1/2016     9.750
TEXAS COMP/TCEH     10.50  11/1/2016    10.000
TEXAS COMP/TCEH     15.00   4/1/2021    27.575
TEXAS COMP/TCEH     15.00   4/1/2021    29.000
THQ INC              5.00  8/15/2014    47.250
TL ACQUISITIONS     10.50  1/15/2015    19.500
TL ACQUISITIONS     10.50  1/15/2015    19.500
USEC INC             3.00  10/1/2014    25.250
WCI COMMUNITIES      4.00   8/5/2023     0.375
WCI COMMUNITIES      4.00   8/5/2023     0.375
WCI COMMUNITIES      6.63  3/15/2015     0.375


                            *********

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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