TCR_Public/130416.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, April 16, 2013, Vol. 17, No. 104

                            Headlines

3PEA INTERNATIONAL: Reports $1.8 Million Net Income in 2012
333-345 GREEN: Files Plan Based on Settlement With Team Greene
AHERN RENTALS: Has Approval to Pay Potential Exit Lenders
ALLY FINANCIAL: Sells European Operations for $2.6 Billion
AFFIRMATIVE INSURANCE: Has Reinsurance Contract with Greenlight

AFFIRMATIVE INSURANCE: Credit Suisse Forbearance Expires June 1
AFFIRMATIVE INSURANCE: Chairman and PEO to Retire
AGFEED INDUSTRIES: Delays Annual Report for 2012
AIDA'S PARADISE: Can Use TD Cash Collateral Until May 15
AIDA'S PARADISE: May 15 Combined Hearing on Reorganization Plan

AMC ENTERTAINMENT: S&P Rates New $925 Million Loans 'BB-'
AMERICAN AIRLINES: Execs Mulled Merger Months Before Bankruptcy
AMERICAN AIRLINES: Court Denies $19.9MM Severance Payment to CEO
AMERICAN AIRLINES: Wins OK for Sale-Leaseback of 11 Boeing Planes
AMERICAN AIRLINES: Seeks to Hire K&L Gates as Special Counsel

AMERICAN AIRLINES: Reviewing Pacts With Regional Carriers
AMERICAN EQUITY: Fitch Affirms 'BB+' Issuer Default Rating
AMERICAN POWER: Obtains $2.7-Mil. From Issuance of Add'l Units
AMPAL-AMERICAN: Seven Directors, Four Officers Resign
AMPAL-AMERICAN: Delays 2012 Form 10-K for Liquidity Issues

AMTS AIRCRAFT: AeroCare Emerges From Chapter 11
ARINC INC: S&P Lowers CCR to 'B+'; Outlook Stable
ARTE SENIOR: Wants Access to Cash Collateral Until June 30
ARTE SENIOR: Status Hearing on Plan Confirmation Set for April 25
ARTE SENIOR: SMA Competing Plan Offers Unsecureds 100%

AS SEEN ON TV: Registers 5 Million Common Shares Under Plans
AXESSTEL INC: Obtains $2.2 Million Term Loan From Silicon Valley
AXION INTERNATIONAL: Reports $4.3 Million in Revenue for 2012
BANYAN RAILWAY: Gary Marino Discloses 59.8% Stake at March 19
BBX CAPITAL: Invests $71MM in Woodbridge for 46% Equity Interest

BERNARD L MADOFF: AG Schneiderman's Merkin Settlement Can Proceed
BERRY PLASTICS: Registers 18.9 Million Common Shares
BLUEGREEN CORP: Consummates Merger with BFC Financial
BON-AIR PARTNERSHIP: Suing Partner Is No 'Actual Conflict'
BLUEGREEN CORP: Common Stock Delisted From NYSE

CALYPTE BIOMEDICAL: Delays Form 2012 10-K for Limited Staff
CELLULAR BIOMEDICINE: Reports $9.3 Million Net Income in 2012
CENTRAL FEDERAL: Incurs $434,000 Net Loss in Fourth Quarter
CHRIST HOSPITAL: Can Pay Up to $266,042 to UMR
CINCINNATI BELL: Fitch Affirms, Then Withdraws All Ratings

CLAIRE'S STORES: Reports $1.3 Million Net Income in Fiscal 2012
CLEAR CHANNEL: Has MOU to Settle Two Derivative Lawsuits
COMMUNITY FINANCIAL: Amends 19.6MM Common Shares Prospectus
COPYTELE INC: Acquires Patent Rights to Loyalty Programs
CRAVEN PROPERTIES: Can Employ McManus as Chapter 11 Counsel

CUBIC ENERGY: Gets 2 Months Extension of Wells Fargo Debt
CYANCO INTERMEDIATE: S&P Assigns 'B' CCR; Outlook Stable
DOLLAR GENERAL: S&P Raises Sr. Unsecured Notes Rating From 'BB+'
DUNE ENERGY: Adds Two New Members to Board of Directors
DUNE ENERGY: Amends Registration Statements with SEC

DUTCH GOLD: Delays Form 10-K for 2012
EAST COAST BROKERS: Files Schedules of Assets and Liabilities
EASTMAN KODAK: To Sell Document Imaging Biz. for $210 Million
EASTMAN KODAK: James Continenza Elected to Board of Directors
ECOSPHERE TECHNOLOGIES: Reports $1 Million Net Income in 2012

ELBIT IMAGING: Series B Notes Trustees Want Company Liquidated
EMPIRE RESORTS: Plans to Raise $11.4 Million From Rights Offering
ENERGY FUTURE: Unit Restructuring Won't Trigger Tax Liability
ENERGY FUTURE: Confirms Bankruptcy Talks With Creditors
ENERGY FUTURE: Mulls Bond Debt Payment in May to Delay Bankruptcy

ENERGYSOLUTIONS INC: Amends Energy Capital Partners Merger Pact
ENERGYSOLUTIONS INC: Largest Investor OKs Revised Merger Terms
ENERGYSOLUTIONS INC: Copy of Revised Investor Presentation
ERF WIRELESS: Miles Bretsch Holds 9.6% Equity Stake at March 31
EURAMAX HOLDINGS: Amends Form 10-K for Fiscal 2012

FIFTH THIRD: Moody's Keeps Non-cumulative Stock's (P)Ba1 Rating
FIRST MARINER: Reports $699,000 Net Income in Fourth Quarter
FNB UNITED: Reynolds Neely to Retire From Board of Directors
FOUR OAKS: Cherry Bekaert Replaces Dixon Hughes as Accountants
FREESEAS INC: Regains Compliance with NASDAQ's Closing Price Rule

GENERAL MOTORS: Reaches $5.5MM Accord Over Onondaga Lake Cleanup
GMX RESOURCES: Common & Preferred Stock Cease Trading on NYSE
GMX RESOURCES: Anthony Melchiorre Holds 6.8% Stake at April 1
GOKO RESTAURANT: May Cancel or Sell Some Store Leases
GRAYMARK HEALTHCARE: Issues $351,709 Promissory Note to Guarantor

GREENSHIFT CORP: Restates 2011 Annual Report
GREEN ENDEAVORS: Incurs $140,000 Net Loss in Sept. 30 Quarter
GUIDED THERAPEUTICS: Amends Registration Statements with SEC
HALLWOOD GROUP: Incurs $6.1 Million Net Loss in Fourth Quarter
HEALTHWAREHOUSE.COM INC: Borrows $500,000 From Melrose Capital

HOLYOKE MEDICAL: Fitch Affirms 'BB' Rating on $4.5MM Revenue Bonds
HORIYOSHI WORLDWIDE: Effects 12-for-1 Reverse Stock Split
I KUSHNIR HOTELS: Development Firm Files Ch.11 in Fort Lauderdale
IMH FINANCIAL: To Acquire $60MM Assets in Satisfaction of Debt
IMH FINANCIAL: To Acquire L'Auberge de Sedona and Orchards Inn

INTELLIPHARMACEUTICS INT'L: Incurs $1MM Loss in Feb. 28 Qtr.
INTELSAT SA: Issues $3.5 Billion Senior Notes
INVENERGY WIND: S&P Affirms & Withdraws 'B' Corp. Credit Rating
ISAACSON STEEL: Can Employ Sheehan Phinney as Chapter 5 Counsel
J.C. PENNEY: Draws $850MM From Bank Facility to Shore Up Liquidity

J.C. PENNEY: Annual Equity Awards to Executive Officers Approved
L BRANDS: Fitch Affirms 'BB+' Issuer Default Rating
LA JOLLA: Incurs $3.1 Million Net Loss in Fourth Quarter
LDK SOLAR: Still Seeking OK for LDK Anhui Purchase Agreement
LEAGUE NOW: Incurs $359,000 Net Loss in 2012

LINEAGE LOGISTICS: S&P Assigns 'B' CCR & Rates $220MM Loan 'B'
LITHIUM TECHNOLOGY: Faces Shareholder Lawsuit in New York
LODGENET INTERACTIVE: S&P Withdraws 'D' Corporate Credit Rating
LYONDELL CHEMICAL: UBS Has Right to Exclude Highland as Lender
MF GLOBAL: U.S. Trustee Objects to Professional Fees

MMODAL INC: Moody's Lowers Corp. Family Rating to B3; Outlook Neg
MMRGLOBAL INC: Amends 2012 Report Due to Calculation Errors
MOMENTIVE SPECIALTY: Has $400-Mil. Revolving Credit Facility
MONTANA ELECTRIC: Chapter 11 Trustee Wants Collateral Valued
MORGANS HOTEL: Ronald Burkle Holds 27.9% Equity Stake at March 30

MOSS FAMILY: Can Hire Faegre Baker as Special Counsel
MOUNTAIN PROVINCE: Drilling of New Exploration Targets Begins
MPM TECHNOLOGIES: CCI Holds 60% of Outstanding Common Stock
MUSCLEPHARM CORP: Amends Consulting Agreement with Melechdavid
NEOMEDIA TECHNOLOGIES: Amends Form 10-K for 2012

NEWLEAD HOLDINGS: Supreme Court Approves Settlement with Hanover
NEW CENTAUR: S&P Assigns 'B' CCR & Rates $480MM Facility 'B+'
NEW ENGLAND COMPOUNDING: Hiring Collora as Special Counsel
NEW LEAF: Reports $218,500 Net Income in June 30 Quarter
NORTH STAR CHARTER: S&P Cuts Idaho Housing Bonds Rating to 'CCC-'

NORTHCORE TECHNOLOGIES: Incurs C$2MM Comprehensive Loss in 2012
OPTIMUMBANK HOLDINGS: Incurs $4.7 Million Net Loss in 2012
OSAGE EXPLORATION: Incurs $516,700 Net Loss in 2012
OVERSEAS SHIPHOLDING: Luxmar Product Files Assets, Debts Schedules
OVERSEAS SHIPHOLDING: Luxmar Tanker Files Assets, Debts Schedules

OVERSEAS SHIPHOLDING: Majestic Files Assets, Debts Schedules
PATRIOT COAL: MSHA Withdraws Violations Notice at Brody Mine
PATRIOT COAL: UMWA to Plant Crosses Across Peabody HQ Today
PEER REVIEW: Chief Financial Officer Resigns
PLAZA VILLAGE: Hires Andrew H. Griffin III as Counsel

PLC SYSTEMS: Reports $3 Million Net Income in Fourth Quarter
PLY GEM HOLDINGS: Amends ABL Credit Facility with UBS AG
PLZ AEROSCIENCE: S&P Assigns Prelim. 'B' CCR; Outlook Stable
PRECISION OPTICS: Offering 700,000 Common Shares
PUERTO DEL REY: Challenges Bank's Case Dismissal Bid

PURADYN FILTER: Incurs $2.2 Million Net Loss in 2012
QBEX ELECTRONICS: Committee Can Hire Genovese Joblove as Counsel
QBEX ELECTRONICS: Committee Can Hire Marcum as Financial Advisors
QUALITY DISTRIBUTION: President and COO to Retire
READER'S DIGEST: Revised Plan Offers 0.1% to Unsecureds

REGAL ENTERTAINMENT: Loan Repricing No Impact on Fitch Ratings
RESIDENTIAL CAPITAL: Committee Says Ally Liable for $20-Bil.
REVEL AC: Delays Form 10-K Due to Bankruptcy Filing
RONA INC: S&P Lowers CCR to 'BB+' & Lowers Rating on Debt to 'BB+'
SCHOOL SPECIALTY: Has Approval to Pay Potential Lenders' Expenses

SCOOTER STORE: Files for Chapter 11 to Sell Assets
SH 130: Moody's Lowers Rating on Senior Bank Facility to 'B1'
SINCLAIR BROADCAST: Closes Offering of $600 Million Senior Notes
SMART ONLINE: Amends Annual Report for 2012
SMART ONLINE: Sells $315,000 Additional Convertible Note

SOLAR POWER: Incurs $15.2 Million Net Loss in Fourth Quarter
SOURCEHOV LLC: Moody's Gives B2 CFR & Rates New Term Loan 'Caa1'
STANFORD GROUP: Receiver to Make $55MM Interim Distribution
THERMOENERGY CORP: Cancels Voting Pact with Series B Investors
TITAN ENERGY: Incurs $1.4 Million Net Loss in 2012

TN-K ENERGY: Delays Form 10-K for 2012
SOUTHERN AIR: Completes Financial Restructuring; Exits Chapter 11
STEREOTAXIS INC: Sophrosyne Ceases to be Shareholder at April 5
SUPERCOM LTD: Annual General Meeting Set on May 9
SUPERMEDIA INC: Board Approves 2013 Cash LTIP Award Agreements

TRINITY COAL: Sec. 341 Creditors' Meeting Set for April 18
TRANSGENOMIC INC: Kopp Investment Owns 14.6% Stake at March 28
TRIUS THERAPEUTICS: Appoints Seth Fischer to Board of Directors
UNIGENE LABORATORIES: Cuts Workforce by 40% to Conserve Capital
UNITED WESTERN: Files Plan to Fend Off Conversion

UNIVERSITY GENERAL: Acquires Physical Therapy Center Near Dallas
UNIVERSITY GENERAL: Errors Found on Financial Statements
VALITAS HEALTH: Market Pressures Prompt Moody's to Cut CFR to B2
VISCOUNT SYSTEMS: Issues 22.212 Series A Convertible Pref. Stock
VISUALANT INC: Agreement with Sumitomo Extended to End of Year

VYSTAR CORP: Dean Waters Named Chief Financial Officer
VYSTAR CORP: Delays Form 10-K for 2012
W.R. GRACE: Libby Victims' Lawyers Get $4MM+ in Fees
W.R. GRACE: Judge Okays Protocol for Turnover of 2019 Exhibits
W.R. GRACE: Inks Deal With USG to Settle Claims for $668K

W.R. GRACE: To Reject Lease Contract With BNSF
WESTERN EXPRESS: S&P Lowers Corporate Credit Rating to 'CCC'
WINDSORMEADE OF WILLIAMSBURG: Sets May 14 Confirmation Hearing
WINDSTREAM CORP: High Leverage Cues Moody's to Lower CFR to 'Ba3'
WOOTON GROUP: Can Employ Simon Resnik as Bankruptcy Counsel

XENTEL INC: Fundraiser IMarketing Files in Canada, U.S.
XZERES CORP: Obtains New $6.5 Million Credit Facility
ZALE CORP: Portolan Capital Holds 5% Equity Stake at March 28

* Fitch Says Pension Changes Could Improve KY Liability Profile
* Roadmap Given for Third-Party Releases in Virginia
* Dischargeability and Breach of Fiduciary Duty Examined

* Large Companies With Insolvent Balance Sheets

                            *********

3PEA INTERNATIONAL: Reports $1.8 Million Net Income in 2012
-----------------------------------------------------------
3Pea International, Inc., reported net income attributable to the
Company of $1.81 million on $6.70 million of revenue for the year
ended Dec. 31, 2012, as compared with net income attributable to
the Company of $215,291 on $3.30 million of revenue for the year
ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $7.46 million
in total assets, $7.97 million in total liabilities and a $510,304
total stockholders' deficit.

"We are pleased with our performance in 2012, as it was a record
year for 3Pea.  We generated strong annual results, as we
delivered triple digit revenue, operating income and net income
growth, and had significant balance sheet improvement," said
Arthur De Joya, chief financial officer, 3Pea International.
"3Pea has invested in the technology and infrastructure necessary
to fuel our recent growth.  We believe we are in the process of
building the foundation needed to achieve the next stage of
corporate growth."

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

                       http://is.gd/CIO3ZH

                     About 3Pea International

Henderson, Nev.-based 3Pea International, Inc., is a transaction-
based solutions provider.  3PEA through its wholly owned
subsidiary 3PEA Technologies, Inc., focuses on delivering reliable
and secure payment solutions to help healthcare companies,
pharmaceutical companies and payers businesses succeed in an
increasingly complex marketplace.

After auditing the financial statements for year ended Dec. 31,
2011, Sarna & Company, in Thousand Oaks, California, noted that
the Company has suffered recurring losses from operations, which
raise substantial doubt about its ability to continue as a going
concern.


333-345 GREEN: Files Plan Based on Settlement With Team Greene
--------------------------------------------------------------
333-345 Green LLC filed with the U.S. Bankruptcy Court for the
Eastern District of New York a Disclosure Statement for its Plan
of Reorganization dated March 4, 2013.

According to the Disclosure Statement, on Feb. 27, 2013, as a
result of negotiations between the parties, Team Greene 333 LLC
and the Debtor entered into a Settlement Agreement for the
transfer of the Property upon confirmation of the Plan.

Under the Settlement Agreement, following the confirmation of the
Plan and the Transfer of the Property, Team Greene will (i) pay
$200,000 to the Debtor for administrative expenses, with the net
excess to be distributed among holders of Class 3 Allowed General
Unsecured Claims, (ii) fund up to $1,000,000 to satisfy any and
all obligations of the Debtor due and owing for all governmental
and municipal charges, including, but not limited to, all real
property taxes and sums owed to the New York Environmental Control
Board, and (iii) enter into a contract with Blyss Consulting Group
Inc. under which Team Greene will remit payment to Blyss of
$700,000.

The $700,000 amount will be paid into escrow to Debtor's counsel
and will be payable in 12 monthly installments to Blyss for
provision of consulting services and assistance to the Team Greene
with respect to completion of the construction and related work at
the Property.  Upon the Transfer of the Property and the related
documentation to Team Greene, the mortgage and note will be
canceled to satisfy Team Greene's Secured Claim.

The Settlement Agreement also provides for Team Greene to release
the Debtor's members from the personal guarantee that they signed
for the benefit of Team Greene's assignor.  It also provides for
the Debtor to release all and any claims of the Debtor and the
guarantors that may exist against Team Greene and its officers and
directors.

Equity Interests in Class 4 will be canceled and extinguished on
the Effective Date.

A copy of the Disclosure Statement is available at:

         http://bankrupt.com/misc/333-345green.doc40.pdf

333-345 Green LLC filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 13-40085) in Brooklyn on Jan. 8, 2013.  The Debtor, which
is engaged in the development and management of real property,
disclosed total assets of $16.0 million and liabilities of
$26.9 million in its schedules.  The property in 333-345 Greene
Avenue, in Brooklyn, is valued at $16 million and secures a
$25.2 million debt.  Team Greene is the owner and record holder of
the existing first mortgage and related loan documents with the
Debtor.

Marc A. Pergament, Esq., at Weinberg Gross & Pergament, LLP,
in Garden City, N.Y., serves as counsel to the Debtor.


AHERN RENTALS: Has Approval to Pay Potential Exit Lenders
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ahern Rentals Inc. was given authority from the
bankruptcy court in Reno, Nevada, to pay expenses and attorney
fees for Bank of America NA and Merrill Lynch Pierce Fenner &
Smith Inc. while they work on arranging $350 million to finance
the equipment renter's Chapter 11 reorganization plan.  The two
are to be the arranger and bookrunner for so-called exit
financing.

According to the report, closely held Ahern needs financing for
its own plan to pay off some of the secured debt on emerging from
the bankruptcy reorganization begun in December 2011.  Ahern's
junior lenders have a competing plan on file.  In December the
bankruptcy judge ended Ahern's exclusive right to propose a plan,
saying the company failed to negotiate in good faith after a year
in Chapter 11.  The lenders responded in February by filing a plan
of their own to compete with Ahern's reorganization proposal.

The bankruptcy judge, the report relates, approved disclosure
materials and laid out a schedule for investigations in advance of
a confirmation hearing on June 3 through 5, when the judge will
decide which plan to approve.  Ahern and the lenders both propose
paying unsecured claims in full.  Ahern's plan offers the junior
lenders $160 million cash and new debt if they accept the plan.
If they don't, they are to receive all new debt, for eventual full
payment.  The lenders' plan pays all creditors in full other than
the $267.7 million in second-lien debt that converts to equity.

                        About Ahern Rentals

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

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

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

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

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

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

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

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

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

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

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

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


ALLY FINANCIAL: Sells European Operations for $2.6 Billion
----------------------------------------------------------
Ally Financial Inc. previously announced it had reached an
agreement to sell its operations in Europe and Latin America
pursuant to a Purchase and Sale Agreement dated Nov. 21, 2012,
between Ally and General Motors Financial Company, Inc., a wholly
owned subsidiary of General Motors Co., as subsequently amended
and restated on Feb. 22, 2013, and to sell its 40% interest in a
motor vehicle finance joint venture in China pursuant to a Share
Transfer Agreement dated Nov. 21, 2012, between Ally and GMF.
Additionally, during the fourth quarter of 2012, Ally announced
its agreement to sell its Mexican insurance business, ABA Seguros,
to the ACE Group.

On April 1, 2013, Ally completed the sale of its European
Operations in Germany, the United Kingdom, Austria, Italy,
Switzerland, Sweden, Belgium, and the Netherlands, and its Latin
American Operations in Mexico, Colombia, and Chile.

The disposition of the Sold Businesses under the Purchase and Sale
Agreement took the form of the sale of equity interests directly
and indirectly held by Ally in the entities comprising the Sold
Businesses.  Ally received approximately $2.6 billion in proceeds,
which is comprised of an approximately $2.4 billion payment at
closing and $190 million in dividends paid prior to the closing.
The proceeds are subject to certain post-closing adjustments based
on the actual net asset value of the Sold Businesses and certain
other items.

Ally expects the sale of its remaining European Operations
including France, its Latin American Operations including Brazil,
its China JV, and its Mexican Insurance Business to close in
stages throughout 2013, following receipt of all regulatory
approvals and satisfaction of other closing conditions with
respect to each region.  All of Ally's European Operations and
Latin American Operations, its China JV, and its Mexican Insurance
Business were classified by Ally as discontinued operations as of
Dec. 31, 2012, and their operating results were removed from
Ally's continuing operations and were presented separately as
discontinued operations, net of tax, in Ally's Consolidated
Financial Statements, included in Ally's Annual Report on Form 10-
K for the year ended Dec. 31, 2012.

                       About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company's balance sheet at Dec. 31, 2012, showed
$182.34 billion in total assets, $162.44 billion in total
liabilities, and $19.89 billion in total equity.  Ally Financial
Inc. reported net income of $1.19 billion for the year ended
Dec. 31, 2012, as compared with a net loss of $157 million during
the prior year.

                           *     *     *

As reported by the TCR on Feb. 27, 2013, Moody's Investors Service
confirmed the B1 corporate family and senior unsecured ratings of
Ally Financial, Inc. and supported subsidiaries and assigned a
positive rating outlook.

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.  The downgrade primarily reflects
deteriorating operating trends in ResCap, which has continued to
be a drag on Ally's consolidated credit profile, as well as
exposure to contingent mortgage-related rep and warranty and
litigation issues tied to ResCap, which could potentially impact
Ally's capital and liquidity levels.  In the Feb. 13, 2013,
edition of the TCR, Fitch Ratings has maintained the Rating Watch
Negative on Ally Financial Inc. including the Long-term IDR 'BB-'.

As reported by the Troubled Company Reporter on May 22, 2012,
Standard & Poor's Ratings Services revised its outlook on Ally
Financial Inc. to positive from stable.  At the same time,
Standard & Poor's affirmed its ratings, including its 'B+' long-
term counterparty credit and 'C' short-term ratings, on Ally.
"The outlook revision reflects our view of potentially favorable
implications for Ally's credit profile arising from measures the
company announced May 14, 2012, designed to resolve issues
relating to Residential Capital LLC, Ally's troubled mortgage
subsidiary," said Standard & Poor's credit analyst Tom Connell.

In the May 28, 2012 edition of the TCR, DBRS, Inc., has placed the
ratings of Ally and certain related subsidiaries, including its
Issuer and Long-Term Debt rating of BB (low), Under Review
Developing.  This rating action follows the decision by Ally's
wholly owned mortgage subsidiary, Residential Capital to file a
pre-packaged bankruptcy plan under Chapter 11 of the U.S.
Bankruptcy Code.


AFFIRMATIVE INSURANCE: Has Reinsurance Contract with Greenlight
---------------------------------------------------------------
Affirmative Insurance Company, an indirectly held, wholly-owned
subsidiary of Affirmative Insurance Holdings, Inc., entered into a
Quota Share Reinsurance Contract with Greenlight Reinsurance, LTD
(the "Reinsurer"), and an Addendum No. 1 to the QS Agreement, both
effective March 31, 2013.  The QS Agreement provides 40.00% quota
share reinsurance for all business produced by AIC in the states
of Alabama, Illinois, Louisiana and Texas with respect to losses
occurring on or after March 31, 2013, under private passenger
automobile physical damage and liability policies: (i) in force as
of March 31, 2013, or (ii) written or renewed on or after
March 31, 2013.  The reinsurance coverage is subject to the terms
and limitations set forth in the QS Agreement, and includes
business assumed as 100.00% quota share reinsurance from the
Company's affiliated insurance companies.  The term of the QS
Agreement is indefinite, but may be terminated by either party on
any January 1 upon the giving of 75 days' prior written notice to
the other party.

The Addendum addresses certain business which AIC assumed as
reinsurance from a Texas county mutual insurance company on
policies produced by one of AIC's general agents up to and
including Dec. 31, 2012.  Effective Jan. 1, 2013, AIC terminated
its reinsurance of the county mutual and the Reinsurer entered
into a 100% quota share reinsurance agreement with the county
mutual covering the policies produced by AIC's general agent.  The
Reinsurer's 100% quota share agreement with the county mutual is
incorporated as part of the Addendum.  The Addendum modifies
certain terms and conditions of the QS Agreement to effect the
intention of AIC and the Reinsurer that the same risks and
benefits of the reinsurance arrangement with the county mutual
that AIC assumed up to and including Dec. 31, 2012, continue to be
retained by AIC.

As compensation for the reinsurance arrangement, AIC will cede to
Reinsurer 40.00% of the unearned portion of the gross net written
premium income applicable to policies in force as of March 31,
2013, and 40.00% of its gross net written premium income
thereafter.  AIC will be entitled to a provisional adjustable
ceding commission of 29.50% of the gross net written premium
income ceded under the QS Agreement.  The foregoing ceding
commission may be decreased down to 22.00% or be increased to up
to 36.47% of the gross net written premium income ceded under the
QS Agreement based upon the ratio of losses incurred to net
premiums earned.

Notwithstanding the otherwise binding nature of the QS Agreement,
the QS Agreement provides that in the event AIC fails to obtain
the Illinois Department of Insurance's approval of the reinsurance
arrangement set forth in the QS Agreement by May 15, 2013, the QS
Agreement will be deemed null and void since its inception and any
amounts previously paid to either party under said agreement will
be returned.  AIC has initiated the process of obtaining approval
of the QS Agreement from the Illinois Department of Insurance.

A copy of the Reinsurance Contract is available for free at:

                        http://is.gd/MckJNZ

A copy of the Addendum No. 1 is available for free at:

                        http://is.gd/mvorHo

                     About Affirmative Insurance

Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets.  Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors.  Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.

The Company's balance sheet at Sept. 30, 2012, showed
$349.9 million in total assets, $474.9 million in total
liabilities, and a stockholders' deficit of $125 million.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $43.6 million on $154.4 million of total revenues,
compared with a net loss of $17.4 million on $197.1 million of
revenues for the same period of 2012.


AFFIRMATIVE INSURANCE: Credit Suisse Forbearance Expires June 1
---------------------------------------------------------------
As disclosed in its periodic report on Form 10-K for the period
ended Dec. 31, 2012, filed with the U.S. Securities and Exchange
Commission on April 1, 2013, Affirmative Insurance Holdings, Inc.,
was not in compliance with the leverage, interest coverage and
risk-based capital ratio covenants under its senior secured credit
facility as of Dec. 31, 2012, and the lenders for the Facility had
agreed to temporarily forbear from exercising their rights and
remedies under the Facility with respect to such non-compliance.

Effective March 29, 2013, the Company and certain of its wholly-
owned subsidiaries entered into a Forbearance and Waiver Agreement
with Credit Suisse, AG, Cayman Islands Branch, as Administrative
and Collateral Agent, and the required number of lenders necessary
to forbear from the exercise of the rights and remedies of the
lenders upon the occurrence of a default or event of default under
the Facility.

Pursuant to the Forbearance Agreement, Credit Suisse and the
Required Lenders agreed to forbear from exercising all rights and
remedies with respect to the Company's breach of: (i) the
Financial Covenants, and (ii) any applicable law resulting from
the Company's failure to satisfy minimum capital requirements for
its regulated insurance subsidiaries.  The forbearance granted
expires at the close of business on June 1, 2013, although the
forbearance period is subject to earlier termination upon:

   (i) the occurrence of any default or event of default under the
       Facility other than those specified in the Forbearance
       Agreement;

  (ii) any payment to the holder of subordinated debt;

(iii) a material breach by the Company or certain of its
       subsidiaries of the Forbearance Agreement or any of the
       representations or warranties contained in the Forbearance
       Agreement; or

  (iv) the exercise of any rights or remedies or the taking of any
       enforcement action by any holder of subordinated debt of
       the Company.

Additionally, the Required Lenders agreed to waive, solely to the
extent necessary, certain defaults and events of default,
including those: (i) resulting from the Company's inability to
deliver an unqualified opinion from its independent public
accountants with respect to Company's audited financial statements
for fiscal year 2012, (ii) any failure by Company to provide
required notice of the Opinion Default, (iii) any breach of
Company's representations and warranties under the Facility as a
result of the Opinion Default, or (iv) any conversion or
continuation of Eurodollar Borrowings during the continuance of
the Opinion Defaults, breach of the Financial Covenants or any
other default specified in the Forbearance Agreement.
Furthermore, the Required Lenders consented to a maturity date
extension and continued payment of a certain subordinated
intercompany note issued by Registrant in favor of one of
Company's regulated insurance subsidiaries.

A copy of the Forbearance Agreement is available for free at:

                        http://is.gd/h5AT26

                    About Affirmative Insurance

Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets.  Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors.  Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.

The Company's balance sheet at Sept. 30, 2012, showed
$349.9 million in total assets, $474.9 million in total
liabilities, and a stockholders' deficit of $125 million.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $43.6 million on $154.4 million of total revenues,
compared with a net loss of $17.4 million on $197.1 million of
revenues for the same period of 2012.


AFFIRMATIVE INSURANCE: Chairman and PEO to Retire
-------------------------------------------------
Affirmative Insurance Holdings, Inc.'s Chairman of the Board and
principal executive officer, Gary Y. Kusumi, informed the
Company's Board of Directors that he will retire from employment
with the Company when his current Executive Employment Agreement
expires on Oct. 1, 2013.

To facilitate the transition of Mr. Kusumi's duties, the Company
has appointed its current Executive Vice President and Chief
Financial Officer, Michael J. McClure, age 52, to the position of
Acting Chief Executive Officer, which will report to the Board of
Directors.  Mr. McClure joined the Company in May 2007, as Senior
Vice President of Financial Planning and Analysis.  In November
2007, Mr. McClure was promoted to the Company's Executive Vice
President and Chief Financial Officer.  Prior to joining the
Company, Mr. McClure was Interim Chief Accounting Officer and a
Managing Director of the Finance department of Residential Capital
Corporation from 2004 to May 2007.  From 1998 through 2003, Mr.
McClure served in a variety of roles with Kemper Insurance, with
most of his time spent as the Vice President of Finance.  Mr.
McClure is a Certified Public Accountant and holds an MBA in
finance and business economics from the University of Chicago and
a BBA in accounting from the University of Notre Dame.

Effective April 4, 2013, the Company and Mr. Kusumi entered into
an Executive Transition Addendum to the Executive Employment
Agreement.  The Transition Addendum provides for Mr. Kusumi's
continued employment in accordance with the terms and conditions
of his Employment Agreement through Oct. 1, 2013.  Mr. Kusumi's
direct reports will transition their reporting responsibilities to
the Acting CEO as of the Effective Date.  Mr. Kusumi will assist
and advise the Acting CEO during the remainder of his employment
term with the Company.  None of these activities will constitute
"Good Reason" under the Employment Agreement.  Mr. Kusumi will be
nominated for a position on the Company's Board of Directors for
the 2013-2014 term to be voted on by the Company's shareholders at
the Company's next annual shareholder meeting.

                    About Affirmative Insurance

Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets.  Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors.  Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.

The Company's balance sheet at Sept. 30, 2012, showed
$349.9 million in total assets, $474.9 million in total
liabilities, and a stockholders' deficit of $125 million.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $43.6 million on $154.4 million of total revenues,
compared with a net loss of $17.4 million on $197.1 million of
revenues for the same period of 2012.


AGFEED INDUSTRIES: Delays Annual Report for 2012
------------------------------------------------
AgFeed Industries, Inc., was unable to file its annual report on
Form 10-K for the year ended Dec. 31, 2012, within the prescribed
time period without unreasonable effort or expense.  As previously
disclosed, on Jan. 31, 2012, the Company announced that its
special committee of the board of directors had completed its
investigation into certain accounting issues in the Company's
animal nutrition and legacy farm hog operations in China.  Also,
as previously disclosed, the Company is in the process of
restating its unaudited financial statements for the quarters
ended March 31 and June 30, 2011, its audited financial statements
for the years ended Dec. 31, 2010, 2009, 2008 and 2007 and its
unaudited financial statements for all quarters within those
years.  The Company intends to file the 2012 Form 10-K as soon as
practicable, but at this time the Company is unable to predict
when it will be in a position to file the 2012 Form 10-K.

Because the Company has not completed the closing procedures
related to its financial statements as of and for the year ended
Dec. 31, 2012, the Company is unable to provide a reasonable
estimate of its results of operations for the year ended Dec. 31,
2012.  Accordingly, the Company cannot predict whether significant
changes will be reflected in its results of operations for the
year ended Dec. 31, 2012, compared to the year ended Dec. 31,
2011.  As previously disclosed, the Company's unaudited financial
statements for the quarters ended March 31 and June 30, 2011, as
well as the Company's audited financial statements for the years
ended Dec. 31, 2010, 2009, 2008 and 2007 and its unaudited
quarterly data for all quarters in those fiscal years, should no
longer be relied upon.

                      About Agfeed Industries

NASDAQ Global Market Listed AgFeed Industries is an international
agribusiness with operations in the U.S. and China.  AgFeed has
two business lines: animal nutrition in premix, concentrates and
complete feeds and hog production. In the U.S., AgFeed's hog
production unit, M2P2, is a market leader in setting new standards
for production efficiency and productivity.  AgFeed believes the
transfer of these processes, procedures and techniques will allow
its new Western-style Chinese hog production units to set new
standards for production in China. China is the world's largest
pork market consuming 50% of global production and over 62% of
total protein consumed in China is pork.  Hog production in China
currently enjoys income tax free status.


AIDA'S PARADISE: Can Use TD Cash Collateral Until May 15
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, in a
sixth interim order, authorized Aida's Paradise, LLC, to continue
using cash collateral of Secured Creditor TD Bank, N.A., until
May 15, 2013, at which time the Court will hold a continued
hearing on use of cash collateral.

Except as authorized in the order, the Debtor is prohibited from
use of cash collateral, including payments to be made to any
insider, professional, or accountant.

TD Bank will have a perfected post-petition lien against cash
collateral to the same extent and with the same validity and
priority as the prepetition lien.

                       About Aida's Paradise

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

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

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

In its amended schedules, the Debtor disclosed assets of
$15,015,435 and liabilities of $9,643,768.


AIDA'S PARADISE: May 15 Combined Hearing on Reorganization Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
conditionally approved the Second Amended Disclosure Statement for
Aida's Paradise, LLC's Second Amended Plan of Reorganization dated
March 21, 2013.

A combined Disclosure and Confirmation Hearing will be held on
May 15, 2013, at 10:15 a.m.

Written acceptances or rejections of the plan, as well as
objections to the disclosure statement or to confirmation, are due
no later than 7 days before the date of the Confirmation Hearing.
The Debtor will file a ballot tabulation no later than 4 days
before the date of the Confirmation Hearing.

The Administrative Claim Bar Date is 14 days before the date of
the Confirmation Hearing.  An election pursuant to 11 U.S.C.
Section 1111(b) must be filed no later than 7 days before the date
of the Confirmation Hearing.

According to the disclosure statement, on the Effective Date,
Holders of Allowed Administrative Claims will be paid in full.
Holders of Allowed Unsecured Priority Tax Claims (except ad
valorem tax claims) will be paid, with interest, over a period of
5 years.

The Holder of the Class 1 Secured Claim, TD Bank, will retain its
lien on the I-Drive Properties, and will receive payments of
principal and interest thru and including Oct. 9, 2015, as set
forth in the Plan.

The Holder of the Class 2 Allowed Secured Property Tax Claim will
retain its lien on the I-Drive Properties and be paid in full,
with interest, over a period of 5 years.

Holders of Allowed general Unsecured Claims in Class 3, which
includes the deficiency claim of TD Bank in the amount of
$3,272,294.44, will be paid a pro rata portion of the Class Flow
Note.

Interests in Class 4 will retain their interest in the Debtor in
exchange for New Value and, as such are Unimpaired.  The Debtor
estimates the Class 4 Holders will contribute approximately $5,000
per month through the life of the Plan to meet Plan Payment
obligations.

The Plan contemplates that the Debtor's current cash flow from the
rental income derived from the I-Drive Properties, anticipated
rental income for a new Restaurant tenant, and ongoing equity
contributions from the Principals, will be sufficient to make
payments to all Allowed Classes of Claims.

A copy of the Disclosure Statement is available at:

      http://bankrupt.com/misc/aida'sparadise.doc199.pdf

                       About Aida's Paradise

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

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

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

In its amended schedules, the Debtor disclosed assets of
$15,015,435 and liabilities of $9,643,768.


AMC ENTERTAINMENT: S&P Rates New $925 Million Loans 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings on U.S.-
based movie exhibitor AMC Entertainment, including the 'B'
corporate credit rating on AMC Entertainment Holdings Inc.
The outlook is stable.

At the same time, S&P assigned AMC Entertainment Inc.'s proposed
$775 million term loan due 2020 and $150 million revolving credit
facility due 2018 a 'BB-' issue-level rating (two notches higher
than the 'B' corporate credit rating on holding company AMC
Entertainment Holdings Inc.), with a recovery rating of '1',
indicating S&P's expectation for very high (90% to 100%) recovery
for lenders in the event of a payment default.

The transaction extends maturities of the company's senior secured
debt (by about two to three years, depending on the facility) and
will not affect credit metrics.  AMC Entertainment Holdings Inc.
is a wholly owned subsidiary of Dalian Wanda Group (unrated), a
Chinese private conglomerate.

The corporate credit rating reflects S&P's expectation that AMC
will continue to have a high tolerance for financial risk,
leverage will remain high, and the company's unadjusted EBITDA
margin will remain lower than peers'.  We have not expressly
attributed any credit support from parent company Dalian Wanda,
nor assumed any future dividend payout to Wanda.  The company's
aggressive financial policy and high debt-to-EBITDA ratio underpin
our view of AMC's financial profile as "highly leveraged" (based
on S&P's criteria).  The company's business profile is "weak,"
given the mature and volatile nature of the movie exhibition
industry, the company's dependence on box office performance, and
its relatively low unadjusted EBITDA margin. We assess the
company's management and governance as "fair."

AMC, the No. 2 exhibitor in the U.S., based on screen count, owns,
operates, or holds interests in 344 theaters with 4,988 screens as
of Dec. 31, 2012.  AMC has the No. 1 or No. 2 market share in 20
of the top 25 U.S. markets, aiding capacity utilization and
profitability.  However, the company's unadjusted EBITDA margin,
in the mid to high-teens, is below that of its peers, at about
20%, because of high-cost leases, reflecting its heavy reliance on
costly lease financing in major urban and other markets.  AMC's
earnings before interest, taxes, depreciation, amortization, and
rent (EBITDAR) margin, which is in the low- to mid-30% area, is
comparable with those of peers.  Like other exhibitors, the
company is exposed to the risk of increased competition from the
proliferation of entertainment alternatives such as iTunes and
Netflix.  In addition, S&P sees the risk that longer-term
performance could suffer from studios releasing films to premium
video-on-demand platforms within the traditional theatrical
release window.  AMC has a number of money-losing theaters, and
S&P do not expect the company will be able to completely exit
these over the near term in an economic manner.  Moreover, S&P
expects adverse structural trends in the industry could lead to
more theaters becoming less profitable, especially those with more
than 24 screens.  Among rated exhibitors, AMC has the highest
number of average screens per theater, at 14.5 as of Dec. 31,
2012.


AMERICAN AIRLINES: Execs Mulled Merger Months Before Bankruptcy
---------------------------------------------------------------
Susan Carey and Jack Nicas, writing for The Wall Street Journal,
report that US Airways Group Inc. and American Airlines parent AMR
Corp., on Monday filed a voluminous registration statement about
their planned merger with the Securities and Exchange Commission.
In the 561-page SEC Form S-4, the companies revealed there had
been fleeting mentions by AMR executives about a combination in
the months before AMR filed for bankruptcy-court protection in
late 2011.

According to the SEC filing, AMR's November 2011 bankruptcy filing
triggered US Airways' interest in a combination and the smaller
airline hired legal and investment advisers and began to study the
prospect seriously and discuss the idea with AMR creditors and
other stakeholders.  But AMR had turned cool to the notion because
it was "completely focused" on its restructuring.

                     About American Airlines

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

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

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

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

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


AMERICAN AIRLINES: Court Denies $19.9MM Severance Payment to CEO
----------------------------------------------------------------
Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York denied approval of the $19.9 million
severance payment for AMR Corp.'s Chief Executive Officer Tom
Horton.

In an order formally approving AMR's $11 billion merger with US
Airways Group Inc., Judge Lane said the severance payment is not
allowed under the federal bankruptcy code, referring to Section
503(c) that was added to the Bankruptcy Code in 2005 to limit
executive compensation.

AMR's lawyers had defended the proposed payment, saying it
wouldn't be paid until the closing of the merger, and that it is
the new company and not AMR which would pay the chief executive.

Judge Lane, however, wasn't convinced.  "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," he said in the 20-page order.

"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," the judge said.

In response to AMR's suggestion at the hearing for an amendment
to the merger agreement to say that the board of the combined
airline would vote on the severance payment, Judge Lane said that
the company after the merger would be beyond the federal
bankruptcy code.

"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," he said.  "Indeed, under this
proposed amendment, there is little reason for the court to be
involved at all."

A copy of Judge Lane's April 11 order is available without charge
at http://bankrupt.com/misc/AMR_MemoMerger041113.pdf

Under the $11 billion deal, equity in the combined company will
be split, with 72% to AMR's stakeholders and creditors and 28% to
US Airways shareholders.

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

The merged company, which would operate under the American
Airlines name, is expected to generate more than $1 billion in
annual saving by 2015.

The merger will take effect through a restructuring plan that has
not been proposed yet.  AMR has a May 29 deadline for filing the
restructuring plan, and a July 29 deadline for soliciting votes
from creditors.

To recall, the U.S. Trustee objected to the $19.9 million
severance payment to Mr. Horton, arguing that severance payments
to CEOs cannot be more than 10 times the average severance pay
for non-management employees during the year in which the payment
is going to be made.

                      Door Open for CEO Bonus

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when AMR received the bankruptcy court's blessing in
March for the proposed merger with US Airways Group Inc., U.S.
Bankruptcy Judge Sean Lane declined to approve a $20 million
severance award for departing Chief Executive Thomas Horton.

According to the report, in an opinion filed April 11, the judge
left the door open for AMR to try for approval of the severance
once again when a reorganization plan comes up for approval.

The U.S. Trustee said the payment ran afoul of a provision in
bankruptcy law prohibiting severance awards for senior managers
except in limited circumstances that weren't applicable.  The
parent of American Airlines Inc. argued unsuccessfully that the
prohibition didn't apply because the payment would come from the
merged and reorganized airlines after emerging from bankruptcy.

Judge Lane handed down a 20-page opinion explaining why approving
the severance award wasn't possible at this juncture.  Referring
the reorganization of Journal Register Co., Judge Lane left the
door open for AMR to propose the severance award as part of the
forthcoming reorganization plan.  The judge said a different
standard applies to court approval when senior management
severances are part of a plan where creditors vote.

AMR is yet to file the definitive reorganization plan and
accompanying disclosure materials.  The plan will allow existing
AMR shareholders to receive 3.5% or more of the stock in the
merged companies.

                     About American Airlines

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

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

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

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

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


AMERICAN AIRLINES: Wins OK for Sale-Leaseback of 11 Boeing Planes
-----------------------------------------------------------------
AMR Corp. won court approval to implement a sale and simultaneous
leaseback of up to 11 Boeing 737-823 planes with Next Generation
Aircraft Purchase Limited and AerCap Ireland Limited.

The Boeing planes are scheduled to be delivered by The Boeing
Co. to the company's regional carrier American Airlines Inc.
between April and October 2013.

AMR did not disclose the purchase price for the aircraft in court
papers, which it filed under seal to protect confidential
information.

                      About American Airlines

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

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

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

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

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


AMERICAN AIRLINES: Seeks to Hire K&L Gates as Special Counsel
-------------------------------------------------------------
AMR Corp. asked the U.S. Bankruptcy Court in Manhattan to approve
the hiring of K&L Gates LLP as special counsel.

Since AMR's bankruptcy filing, K&L Gates has provided legal
services related to various tax issues as well as governance
issues related to the company's merger with US Airways Group Inc.

K&L Gates' fees exceeded the monthly cap for "ordinary course"
professionals, prompting AMR to file an application to hire the
firm pursuant to Section 327 of the U.S. Bankruptcy Code.

K&L Gates will charge for its services on an hourly basis in one-
tenth hour increments.  Its current hourly rates range from $490
to $825 for partners, $260 to $415 for associates, and $220 for
paraprofessionals.  The firm will also receive reimbursement for
work-related expenses.

Mary Korby, Esq., a partner at K&L Gates LLP, disclosed in court
papers that the firm does not represent interest adverse to AMR.

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

                      About American Airlines

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

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

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

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

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


AMERICAN AIRLINES: Reviewing Pacts With Regional Carriers
---------------------------------------------------------
AMR Corp. seeks additional time to decide on whether to assume or
reject 10 contracts.  The contracts are leases of non-residential
real properties, which the company's regional carriers entered
into with the AllianceAirport Authority Inc., Metropolitan
Nashville Airport Authority, City of Los Angeles, City & County
of San Francisco and Puerto Rico Port Authority.  The contracts
are listed at http://is.gd/0pFOkA

                      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 EQUITY: Fitch Affirms 'BB+' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of
American Equity Investment Life Holding Company (AEL) at 'BB+' and
the Insurer Financial Strength (IFS) ratings of its insurance
operating subsidiaries American Equity Investment Life Insurance
Company (AEILIC) and American Equity Investment Life Insurance
Company of New York at 'BBB+'. The Rating Outlook is Stable.

Key Rating Drivers

The affirmation reflects high credit quality within AEL's bond
portfolio, good operating results, adequate risk-adjusted
capitalization and strong competitive position in the fixed
indexed annuity market. The rating also reflects AEL's high,
albeit declining financial leverage, above average exposure to
interest rate risk and lack of diversification in earnings and
distribution.

Fitch considers AEL's bond portfolio to be of above-average credit
quality. At Dec. 31, 2012, the company's investment portfolio was
constructed primarily of investment-grade fixed income securities.
A high level of liquidity in the company's bond portfolio is
supported by an above average allocation to publicly traded bonds.
The company's investment portfolio has historically been
significantly exposed to callable U.S. government-sponsored agency
securities, which shortened the option-adjusted duration of the
company's assets and increased the company's exposure to
reinvestment rate risk. This exposure was reduced considerably in
2012.

Fitch views the NAIC risk based capital (RBC) ratio as of AEL's
primary insurance subsidiary, American Equity Investment Life
Insurance Company (AEILIC), to be adequate for the rating
category. For Dec. 31, 2012, RBC was 332%, down from its year end
2011 level of 346%. Fitch anticipates that AEILIC's 2013 RBC ratio
will be maintained above 300% as internally generated capital will
be partially offset by continued strong sales growth and increased
credit risk as the company continues a shift in its portfolio
allocation from federal agency securities to corporate bonds.
Based on the company's strong sales trends, Fitch believes that
AEL may need to manage sales growth and/or further access
reinsurance markets in the future given the strain new fixed
indexed annuity sales have on risk-based capital.

AEL's financial leverage was 36% at Dec. 31, 2012, which is down
from 39% at Dec. 31, 2011, but is considered high by Fitch, and is
the primary factor in the extra notch in the company's IDR from
its IFS rating. Fitch anticipates the company's financial leverage
will continue to gradually decline over the next couple of years.
Although the company does not have a stated maturity of debt until
September 2015, it is exposed to a potential 'put' of its 2024 and
2029 notes totaling $144 million on Dec. 15, 2014.

AEL's above average interest rate risk reflects the company's
focus on spread based annuity products, particularly fixed indexed
annuities. The near-term concern is the ongoing low interest rate
environment, which is challenging the company in terms of
maintaining its interest rate spreads. This concern has been
amplified somewhat by its dwindling, yet still significant
allocation to U.S. government agency callable securities. Although
this risk has declined in 2012 as the company limited the
reinvestment of redemption proceeds in such securities, Fitch
believes that the lower rates at which the redemption proceeds
have been reinvested or held in cash equivalents have accelerated
the decline of the overall yield earned on the company's fixed
income portfolio.

From a longer-term perspective, as AEL's book of business matures,
the occurrence of a rapid increase in interest rates could have an
adverse effect on its financial position, as it could result in a
sharp increase in surrenders while the value of its largely fixed
rate investments decline in market value. Positively, Fitch notes
that AEL's book of business currently exhibits strong protection
in terms of significant surrender charges to help offset the cost
to the company of early policy terminations.

AEL is headquartered in West Des Moines, Iowa and reported total
GAAP assets of $35.1 billion and equity of $1.7 billion at
Dec. 31, 2012. AEILIC, the main operating subsidiary of AEL, is
also headquartered in West Des Moines and had statutory total
adjusted capital of $1.7 billion at Dec. 31, 2012.

Rating Sensitivities

The key rating triggers that could result in an upgrade include:

-- Enhanced capitalization with RBC above 350% on a sustained
    basis.

The key rating triggers that could result in a downgrade include:

-- A reduction in capitalization with RBC below 300%;

-- A sustained deterioration in operating results such that
    interest coverage is below 3x;

-- Significant increase in lapse/surrender rates;

-- Inability to maintain sufficient parent company liquidity to
    fund any potential forced repurchase of outstanding notes
    payable;

-- Unexpected spike in credit related impairments;

-- Financial leverage above 50%.

The key rating triggers that could result in a narrowing of
notching between the IDR of AEL and the IFS of AEILIC include:

-- A sustainable decline in financial leverage below 30%;

-- Sustained GAAP EBIT-based interest coverage above 8x.

Fitch has affirmed these ratings with a Stable Outlook:

American Equity Investment Life Holding Company

-- IDR at 'BB+';
-- 3.50% senior convertible debentures due 2015 at 'BB';
-- 5.25% senior convertible debentures due 2024 at 'BB';
-- 5.25% senior convertible debentures due 2029 at 'BB';
-- Trust preferred securities at 'B+'.

American Equity Investment Life Insurance Company

-- IFS at 'BBB+'.

American Equity Investment Life Insurance Company of New York

-- IFS at 'BBB+'.


AMERICAN POWER: Obtains $2.7-Mil. From Issuance of Add'l Units
--------------------------------------------------------------
American Power Group Corporation had previously granted the
investors in its April 2012 private placement of 821.6 units the
right, exercisable at any time before March 31, 2013, to purchase
up to approximately 274 additional Units under the same terms.  As
of March 29, 2013, the investors had exercised their right to
acquire all of the additional Units, for additional gross proceeds
to the Company of approximately $2,738,000.

Each Unit had a purchase price of $10,000 and consisted of one
share of 10% Convertible Preferred Stock and one warrant to
purchase 25,000 shares of the Company's Common Stock.  Each share
of Preferred Stock is initially convertible into 25,000 shares of
Common Stock.  The issuance of the Preferred Stock and the
Warrants upon the exercise of these rights was exempt from
registration under the Securities Act of 1933, as amended,
pursuant to an exemption provided by Section 4(2) of the
Securities Act.

                    About American Power Group

American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural GasTM conversion technology for vehicular, stationary and
off-road mobile diesel engines.  American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100% diesel fuel operation at any time.  The proprietary
technology seamlessly displaces up to 80% of the normal diesel
fuel consumption with the average displacement ranging from 40% to
65%.  The energized fuel balance is maintained with a proprietary
read-only electronic controller system ensuring the engines
operate at original equipment manufacturers' specified
temperatures and pressures.  Installation on a wide variety of
engine models and end-market applications require no engine
modifications unlike the more expensive invasive fuel-injected
systems in the market. See additional information at:
www.americanpowergroupinc.com.

American Power incurred a net loss available to common
shareholders of $14.66 million for the year ended Sept. 30, 2012,
compared with a net loss available to common shareholders of $6.81
million during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $9.08
million in total assets, $4.11 million in total liabilities and
$4.97 million in total stockholders' equity.

The Company's balance sheet at Dec. 31, 2012, showed $8.82 million
in total assets, $4.41 million in total liabilities and $4.41
million in total stockholders' equity.

AMPAL-AMERICAN: Seven Directors, Four Officers Resign
-----------------------------------------------------
In connection with Ampal-American Israel Corporation's voluntary
petition for relief commenced on Aug. 29, 2012, under Chapter 11
(Case No. 12-13689) of Title 11 of the United States Code in the
United States Bankruptcy Court for the Southern District of New
York, the Company entered into a stipulation together with all the
members of the Board of Directors of the Company other than Yosef
A. Maiman, and the officers of the Company other than Yosef A.
Maiman, by and through their respective counsel.

At a meeting on March 28, 2013, the Board agreed to certain
actions relating to the governance of the Company, including
modifying the size of the Board and electing replacement
directors, in each case subject to the approval of the Stipulation
by the Bankruptcy Court.

In connection with the Stipulation, on March 28, 2013, the Company
was notified in writing that the following directors were
resigning from their positions as directors of the Company,
effective upon the earlier of (i) the appointment by the
Bankruptcy Court of a Chief Restructuring Officer, Trustee, or
other independent fiduciary to lead the Company or (ii) April 9,
2013, at 23:59 pm (Tel Aviv time): Revital Degani, Irit Eluz, Leo
Malamud, Erez Meltzer, Menahem Morag, Sabih Saylan and Daniel
Vaknin.

Additionally, the Company was notified on March 28, 2013, that the
following officers were resigning from their positions as officers
of the Company, as of the Effective Date: Nir Bernstein, Irit
Eluz, Yoram Firon and Amit Mantsur.

                        About Ampal-American

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

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

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

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


AMPAL-AMERICAN: Delays 2012 Form 10-K for Liquidity Issues
----------------------------------------------------------
Ampal-American Israel Corporation was unable to file its annual
report on Form 10-K for its fiscal year ended Dec. 31, 2012,
within the prescribed time period without unreasonable effort or
expense due to the fact that the engagement of the Company's
auditors had not been sought from the Court due to unresolved
short term liquidity issues.  The Company anticipates that it will
not be able to complete its financial statements and file the Form
10-K by April 15, 2013, and it cannot make any further assurances
as to when it will complete and file the Form 10-K.

The Company cannot estimate at this time if there will be a
significant change in the results of operations for the year ended
Dec. 31, 2012, as compared to the prior fiscal year ended Dec. 31,
2011.  Because of the ongoing work associated with the bankruptcy
filing, the Company was unable to complete the preparation of its
financial statements and the audit process has not yet begun.  As
a result, the Company is currently unable to provide a reasonable
estimate of its results of operations for the fiscal year ended
Dec. 31, 2012.

                       About Ampal-American

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

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

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

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


AMTS AIRCRAFT: AeroCare Emerges From Chapter 11
-----------------------------------------------
Angela Gonzales, writing for Phoenix Business Journal, reports
that AeroCare Medical Transport System has emerged from Chapter 11
bankruptcy after a year of restructuring.  AeroCare restructured
its $4.4 million senior secured loan with First National Bank of
Omaha and its $1.5 million aircraft loan with Fifth Third Bank.

AeroCare emerged with more than 100 jobs, the report says.

According to the report, the Chicago-based air ambulance company
wasn't able to work out payments with lenders and was forced into
bankruptcy.  The report relates the company had overinvested in
Florida-based airplanes with plans to provide emergency patient
evacuations prior to hurricanes.  Since then, not many hurricanes
have been hitting that state.  With high costs, the air ambulance
provider couldn't pay its bills.

According to the report, Nicholas Miller, Esq., a partner with
Neal Gerber, said the company was able to show lenders over time
it was healthy, but needed a bit of balance sheet restructuring.

"Over a period of a year, we gained more and more confidence from
the lenders that were not willing to sign on to our plan at the
beginning, and at the end became one of our biggest supporters,"
Mr. Miller said.

Air ambulance operator AMTS Aircraft Holdings, LLC, based in Sugar
Grove, Illinois, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No. 12-10345) in Chicago on March 15, 2012.  Judge Carol A.
Doyle oversaw the case.  Nicholas M. Miller, Esq. --
nmiller@ngelaw.com -- at Neal, Gerber & Eisenberg LLP, served as
counsel.  AMTS estimated $1 million to $10 million in both assets
and debts in its petition.

Affiliates that filed separate petitions on the same day are:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
R&J Aviation, Inc.                    12-10348            03/15/12
R & M Aviation, Inc.
  dba AeroCare Medical Transport Sys  12-10343            03/15/12
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Joseph D. Cece, president and CEO.

AMTS's list of its 20 largest unsecured creditors filed with the
petition is available for free at:
http://bankrupt.com/misc/ilnb12-10345.pdf

R & M Aviation's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ilnb12-10343.pdf


ARINC INC: S&P Lowers CCR to 'B+'; Outlook Stable
--------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on ARINC Inc. to 'B+' from 'BB-'.  The
outlook is stable.  At the same time, S&P lowered its issue-level
ratings on the company's first-lien debt to 'BB-' from 'BB' with a
recovery rating of '2' (indicating S&P's expectation for
substantial [70%-90%] recovery in a payment default scenario) and
lowered the ratings on its second-lien debt to 'B-' from 'B' with
a recovery rating of '6' (indicating S&P's expectations of
negligible [0%-10%] recovery).

The downgrade reflects updated criteria that effectively cap S&P's
rating on ARINC at 'B+' under its current ownership (private-
equity firm The Carlyle Group wholly owns ARINC).  Standard &
Poor's recently published "Companies Owned By Financial Sponsors:
Rating Methodology," which stipulates that sponsor-owned companies
that are not publicly traded, with a combination of an
"aggressive" financial risk profile and a "fair" business risk
profile, cannot be rated higher than 'B+' unless the company is
partly insulated from its financial-sponsor owner, which S&P
believes ARINC is not.

"We view ARINC's business risk profile as "fair" based on its
leading, often dominant, market positions in the transportation
services business, which the cyclical nature of the industry
offsets," said Standard & Poor's credit analyst Chris Mooney.  We
assess the company's financial risk profile as "aggressive," which
factors in somewhat better than average credit metrics compared
with other sponsor-owned companies.  Debt to EBITDA was about 4x
in 2012, and funds from operations (FFO) to debt was 20%,
excluding earnings and cash flow from a portion of the company
that was divested in November 2012.  S&P expects earnings growth
stemming from healthy commercial transportation demand to result
in modest credit metric improvement over the next year.

The outlook is stable.  Continued growth in the commercial
aviation markets should result in earnings growth over the next 12
months, offsetting any weakness in defense demand.  S&P could
lower the ratings if a large debt-financed dividend or, less
likely, a deterioration in operating performance stemming from
weakness in commercial aviation markets or from the loss of
government contracts results in debt to EBITDA rising to more than
5x and FFO to debt declining to below 12% for a sustained period.
According to S&P's criteria, the company's ownership by a private-
equity firm and the potential for a debt-financed dividend or
other transaction that could significantly increase leverage
eliminates the possibility of an upgrade under the current
ownership structure.


ARTE SENIOR: Wants Access to Cash Collateral Until June 30
----------------------------------------------------------
Arte Senior Living LLC asks the U.S. Bankruptcy Court for the
District of Arizona for authorization to use cash collateral
generated by the Debtor' Property through and including June 30,
2013.

The Debtor previously obtained the consent of its secured lender,
SMA Issuer I, LLC, to use cash collateral to pay for the ordinary
and necessary operating expenses of the Debtor's property through
March 30, 2013.  However, SMA has declined to consent to such use
past March 30, 2013.

Arte Senior tells the Court that the use of the Income to operate
and maintain the Property will preserve SMA's interest and protect
against any decrease in the value of its collateral.  This, the
Debtor says, is sufficient protection of SMA's interest.

                     About Arte Senior Living

Arte Senior Living L.L.C. owns and operates an independent and
assisted living facility, known generally as the Arte Resort
retirement community, located at 11415 North 114th Street, in
Scottsdale, Arizona.  The Property consists of 128,514 square feet
of rentable living space.  The Property is managed by Encore
Senior Living.

Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-14993) in Phoenix on July 5, 2012.  The Debtor
estimated assets and liabilities of $10 million to $50 million.

Judge George B. Nielsen Jr. oversees the case.  John J. Hebert,
Esq., at Polsinelli Shughart, P.C., serves as counsel to the
Debtor.  Syble Oliver appointed as patient care ombudsman.

SMA Portfolio Owner L.L.C. is represented by lawyers at Greenberg
Traurig, LLP.

The Debtor disclosed $52,317,766 in assets and $34,411,296 in
liabilities as of the Chapter 11 filing.


ARTE SENIOR: Status Hearing on Plan Confirmation Set for April 25
-----------------------------------------------------------------
A status hearing on confirmation of the Plan submitted by Arte
Senior Living LLC will be held on April 15, 2013, at 9:00 a.m.

As reported in the TCR on March 19, 2013, the Debtor's First
Amended Plan of Reorganization, dated Dec. 11, 2012, as modified
on Feb. 25, 2013, impairs allowed unsecured claims.  The Allowed
Unsecured Claims in this Class will share, pro rata among
themselves and with SMA Portfolio Owner, L.L.C.'s Allowed
Unsecured Claim in Class 3-A, in a distribution of the sum of
$100,000.  SMA, the secured lender, will also have an allowed
secured claim, in the approximate amount of $34,262,661, to be
paid in full with interest.  SMA will retain its existing lien on
the property known as the Arte resort retirement community located
at 11415 North 114th Street, in Scottsdale, Arizona.

A full-text copy of the Debtor's Feb. 25 version of the Plan is
available for free at:

       http://bankrupt.com/misc/ARTESENIOR_plan0225.pdf

                     About Arte Senior Living

Arte Senior Living L.L.C. owns and operates an independent and
assisted living facility, known generally as the Arte Resort
retirement community, located at 11415 North 114th Street, in
Scottsdale, Arizona.  The Property consists of 128,514 square feet
of rentable living space.  The Property is managed by Encore
Senior Living.

Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-14993) in Phoenix on July 5, 2012.  The Debtor
estimated assets and liabilities of $10 million to $50 million.

Judge George B. Nielsen Jr. oversees the case.  John J. Hebert,
Esq., at Polsinelli Shughart, P.C., serves as counsel to the
Debtor.  Syble Oliver appointed as patient care ombudsman.

SMA Portfolio Owner L.L.C. is represented by lawyers at Greenberg
Traurig, LLP.

The Debtor disclosed $52,317,766 in assets and $34,411,296 in
liabilities as of the Chapter 11 filing.


ARTE SENIOR: SMA Competing Plan Offers Unsecureds 100%
------------------------------------------------------
Secured Creditor SMA Issuer I LLC filed on April 4, 2013, a Plan
of Reorganization for Debtor Arte Senior Living LLC.

Under the Plan, SMA's Allowed Secured Claim (Class 2-A), and SMA's
Allowed Unsecured Claim (Class 3-A) and Interest Holders (Class 4)
are Impaired.  Allowed Unsecured Claims of Creditors (Class 3-C)
is Unimpaired.

As contemplated in the Plan, on the Effective Date, all Interests
in the Debtor will be cancelled.  On the Effective Date, all
membership interests in the Reorganized Debtor will be issued to
SMA, or an entity designated by SMA, in full satisfaction of SMA's
Allowed Secured Claim.

SMA will receive no distribution on account of its Class 3-A
Allowed Unsecured Claim.

Holders of Allowed Unsecured Claims in Class 3-C will each receive
a distribution of 100% of their Allowed Unsecured Claims as soon
as reasonably practicable following the Effective Date of the
Plan.

A copy of SMA's Plan is available at:

http://bankrupt.com/misc/artesenior.doc185.pdf

                     About Arte Senior Living

Arte Senior Living L.L.C. owns and operates an independent and
assisted living facility, known generally as the Arte Resort
retirement community, located at 11415 North 114th Street, in
Scottsdale, Arizona.  The Property consists of 128,514 square feet
of rentable living space.  The Property is managed by Encore
Senior Living.

Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-14993) in Phoenix on July 5, 2012.  The Debtor
estimated assets and liabilities of $10 million to $50 million.

Judge George B. Nielsen Jr. oversees the case.  John J. Hebert,
Esq., at Polsinelli Shughart, P.C., serves as counsel to the
Debtor.  Syble Oliver appointed as patient care ombudsman.

SMA Portfolio Owner L.L.C. is represented by lawyers at Greenberg
Traurig, LLP.

The Debtor disclosed $52,317,766 in assets and $34,411,296 in
liabilities as of the Chapter 11 filing.


AS SEEN ON TV: Registers 5 Million Common Shares Under Plans
------------------------------------------------------------
As Seen On TV, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registration statement for the purpose of
registering:

    (i) 2,880,068 shares of the common stock of the Company
        issuable pursuant to outstanding equity awards assumed by
        the Company in connection with the Company's acquisition
        of eDiets.com, Inc., which were outstanding under the
        Diets.Com Amended and Restated Equity Incentive Plan, and
        the eDiets.com, Inc. Stock Option Plan; and

   (ii) 2,243,695 shares of common stock available for future
        equity awards pursuant to the 2010 Plan.

A copy of the Form S-8 prospectus is available at:

                        http://is.gd/WONwfS

                        About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.

The Company reported a net loss of $8.07 million for the year
ended March 31, 2012, compared with a net loss of $6.97 million
during the prior fiscal year.

The Company's balance sheet at Sept. 30, 2012, showed
$9.74 million in total assets, $23.42 million in total liabilities
and a $13.68 million total stockholders' deficiency.

As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into
an Agreement and Plan of Merger with eDiets Acquisition Company
("Merger Sub"), eDiets.com, Inc., and certain other individuals.
Pursuant to the Merger Agreement, Merger Sub will merge with and
into eDiets.com, and eDiets.com will continue as the surviving
corporation and a wholly-owned subsidiary of the Company.


AXESSTEL INC: Obtains $2.2 Million Term Loan From Silicon Valley
----------------------------------------------------------------
Axesstel has secured a three year $2.25 million term loan with
Silicon Valley Bank.  The company entered into an amendment of its
$7 million accounts receivable credit facility to include
provision of the term loan.  Additional details concerning the
amendment and the term loan are contained in the company's Current
Report on Form 8-K filed with the SEC, a copy of which is
available for free at http://is.gd/ruyw5q

Patrick Gray, chief financial officer of Axesstel, said, "The
addition of this term loan is one more step in the company's drive
to improve its working capital position.  Teaming with Silicon
Valley Bank, we have been able to significantly reduce our cost of
borrowing on our accounts receivable credit facility, and have now
secured this term loan to expand our capital base, all without
dilution to our stockholders."

"We are pleased to extend this term loan to support the growth of
Axesstel's business," said Frederick "Buzz" Kreppel, senior
relationship manager for Silicon Valley Bank.  "We appreciate that
Axesstel has chosen Silicon Valley Bank for its banking needs, and
that we have this opportunity to extend our relationship with the
company."

                           About Axesstel

Axesstel Inc., based in San Diego, Calif., develops fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.  The Company's product portfolio
includes fixed wireless phones, wire-line replacement terminals,
and 3G and 4G broadband gateway devices used to access voice
calling and high-speed data services.

Axesstel disclosed net income of $4.31 million for the year ended
Dec. 31, 2012, as compared with net income of $1.09 million during
the prior year.

The Company's balance sheet at Dec. 31, 2012, showed
$18.16 million in total assets, $25.12 million in total
liabilities, and a $6.96 million total stockholders' deficit.


AXION INTERNATIONAL: Reports $4.3 Million in Revenue for 2012
-------------------------------------------------------------
AXION International Holdings, Inc., reported $5.3 million in
revenues for the year ended Dec. 31, 2012, a 37% increase over
revenues of $3.9 million for the year ended Dec. 31, 2011.

Loss from operations narrowed 15% to $5.7 million in 2012 from
$6.7 million in 2011.  Net loss attributable to common
shareholders in 2012 narrowed 41% to $7.1 million or $0.27 per
basic and diluted share compared to a net loss attributable to
common shareholders of $12 million or $0.49 per basic and diluted
share in 2011.

"2012 was a year of growth and achievements for AXION on many
levels including solid revenue growth, shipments to 33 customers,
22 of which were new customers, and $45 million in sales
opportunities that we have identified and are currently pursuing.
During 2012, we continued to receive repeat orders from existing
customers as well as trial orders from new customers for both our
ECOTRAXTM rail ties and STRUXURETM building products.  Based on
the rate at which we are selling to new customers combined with
the rate at which current customers are submitting new orders, we
look forward to a year of strong growth in 2013," stated AXION's
President and CEO Steve Silverman.

"One of the most significant developments of 2012 was our
achievement in advancing our proprietary composite materials
technology.  We raised the bar on our internal composite rail tie
standards to what we believe to be levels previously unseen in the
industry and we are consistently manufacturing to this level.
This is a very significant development which has impacts on AXION,
our customers, and we believe, the entire rail industry,"
Silverman stated.

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

                        http://is.gd/rvBr09

The Company subsequently amended the press release to include the
transcript of the 2012 year end financial results conference call
held on April 1, 2013, a copy of which is available for free at:

                        http://is.gd/rSncGy

                      About Axion International

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

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

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

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


BANYAN RAILWAY: Gary Marino Discloses 59.8% Stake at March 19
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Banyan Holdings LLC disclosed that, as of
March 19, 2013, it beneficially owns 3,664,799 shares of common
stock of Banyan Rail Services Inc. representing 59.5% of the
shares outstanding.  Gary O. Marino beneficially owns 3,714,799
common shares or 59.8% equity stake.

On March 19, 2013, Banyan Holdings acquired 564,110 shares of
Common Stock in exchange for the cancellation of a loan payable in
the amount of $225,000 and the advances of $186,800 from Banyan
Holdings to the Company.

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

                         http://is.gd/cluApQ

Boca Raton, Florida-based Banyan Rail Services Inc. owns 100% of
the common stock of The Wood Energy Group, Inc.  Wood Energy
engages in the business of railroad tie reclamation and disposal,
principally in the south and southwest.

The Company's balance sheet at Dec. 31, 2012, showed $3.14 million
in total assets, $5.99 million in total liabilities and a $2.85
million total stockholders' deficit.

DaszkalBolton LLP, in Boca Raton, FL, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.

"The Company has a net capital deficiency and continues to
experience recurring losses and negative cash flows from
operations.  In addition, subsequent to December 31, 2012, the
operating subsidiary of the Company filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code in the United
States Bankruptcy Court Southern District of Florida, which
consequently was converted to a case under Chapter 7 of the
Bankruptcy Code.  These matters raise substantial doubt about the
Company's ability to continue as a going concern."


BBX CAPITAL: Invests $71MM in Woodbridge for 46% Equity Interest
----------------------------------------------------------------
BBX Capital Corporation, on April 2, 2013, entered into a Purchase
Agreement with Woodbridge and BFC Financial Corporation.  Under
the terms of the Agreement, the Company agreed to invest $71.75
million in Woodbridge in exchange for a 46% equity interest in
Woodbridge.  The investment was contemplated by the parties in
connection with the financing of, and was conditioned upon the
consummation of, Woodbridge's acquisition of Bluegreen Corporation
pursuant to the Agreement and Plan of Merger, dated as of Nov. 14,
2012, by and among BFC, Woodbridge, BXG Florida Corporation and
Bluegreen.

On April 2, 2013, the Company consummated its investment in
Woodbridge in connection with the completion of Woodbridge's
acquisition of Bluegreen.  Pursuant to the terms of the Agreement,
the Company invested $71.75 million in Woodbridge
contemporaneously with the closing of the Merger in exchange for a
46% equity interest in Woodbridge.  BFC holds the remaining 54% of
Woodbridge's outstanding equity interests.  The Company's
investment in Woodbridge consisted of $60 million in cash and a
promissory note in Woodbridge's favor in the principal amount of
$11.75 million.  The Note has a term of five years, accrues
interest at a rate of 5% per annum and provides for the Company to
make payments of interest only on a quarterly basis during the
term of the Note, with all outstanding amounts being due and
payable at the end of the five-year term.  In connection with the
Company's investment in Woodbridge, the Company and BFC entered
into an Amended and Restated Operating Agreement of Woodbridge,
which sets forth the Company's and BFC's respective rights as
members of Woodbridge and provides for, among other things,
unanimity on certain specified "major decisions" and distributions
to be made on a pro rata basis in accordance with the Company's
and BFC's percentage equity interests in Woodbridge.  The total
amount of the investment was determined through negotiations
between the Company's special committee and BFC, and based on
factors considered by them to be appropriate, including the total
consideration to be paid to Bluegreen's shareholders in the
Merger, available cash at the Company and the outstanding balance
of Woodbridge's junior subordinated debt.

BFC currently owns shares of the Company's Class A Common Stock
and Class B Common Stock representing in the aggregate
approximately 75% of the total voting power of the Company.  Alan
B. Levan, BFC's Chairman, Chief Executive Officer and President,
and John E. Abdo, BFC's Vice Chairman, serve as Chairman and Chief
Executive Officer of the Company and Vice Chairman of the Company,
respectively.  Jarett S. Levan, the son of Mr. Alan Levan, serves
as a director and Executive Vice President of BFC and as a
director and President of the Company.  In addition, John K.
Grelle serves as Executive Vice President and Chief Financial
Officer of both BFC and the Company, and Seth M. Wise serves as a
director and Executive Vice President of BFC and as Executive Vice
President of the Company.  In light of those relationships, the
Company's investment in Woodbridge, including the agreements and
instruments relating thereto, was negotiated and approved, in
consultation with its advisors, by a special committee of the
Company's Board of Directors comprised solely of independent
directors, and subsequently approved by the Company's full Board
of Directors.

Meanwhile, on April 2, 2013, Keith Cobb provided notice to the
Company of his resignation from the Company's Board of Directors.
Mr. Cobb's resignation was effective April 3, 2013.

                            BBX Capital

BBX Capital (NYSE: BBX), formerly known as BankAtlantic Bancorp,is
a diversified investment and asset management company.  The
business of BBX Capital includes real estate ownership, direct
acquisition and joint venture equity in real estate, specialty
finance, and the acquisition of controlling and non controlling
investments in operating businesses.

BankAtlantic reported a net loss of $28.74 million in 2011, a net
loss of $143.25 million in 2010, and a net loss of $185.82 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$488.35 million in total assets, $233.62 million in total
liabilities and $254.72 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Furthermore, the holding company must
also submit a capital plan to maintain and enhance its capital
position.


BERNARD L MADOFF: AG Schneiderman's Merkin Settlement Can Proceed
-----------------------------------------------------------------
U.S. District Court Judge Jed Rakoff issued a ruling on April 15
that paves the way for New York State to distribute $410 million
to victims of J. Ezra Merkin, who invested over $2 billion with
Bernard L. Madoff on behalf of hundreds of investors, including
many New Yorkers and charitable organizations.  Attorney General
Eric T. Schneiderman secured the multi-million dollar settlement
with Merkin last year.

Judge Rakoff's decision, which dismisses Madoff Trustee Irving
Picard's entire lawsuit seeking to block Mr. Schneiderman's
settlement that recovered millions of dollars to Mr. Merkin's
victims, comes on the heels of another recent ruling that rejected
Mr. Picard's effort to block a settlement to victims of a separate
Madoff feeder fund.

"This ruling is a victory for justice and accountability.  Many
New Yorkers entrusted their investments to Mr. Merkin, who then
steered the money to Madoff and received millions of dollars in
management and incentive fees," said Attorney General
Schneiderman.  "By paving the way for my office to disburse over
$400 million to the investors and charities that were harmed by
Mr. Merkin's actions, this ruling will help bring justice for
these people and institutions that lost millions of dollars."

In June, 2012, A.G. Schneiderman announced a $410 million
settlement with Mr. Merkin, who controlled four funds that
invested over $2 billion with Bernard M. Madoff on behalf of
hundreds of investors, including many New Yorkers and charitable
organizations.  As a result of Madoff's Ponzi scheme, the
investors in the funds, Ariel Fund Ltd., Gabriel Capital L.P.,
Ascot Fund Ltd. and Ascot Partners L.P. Madoff brokerage
liquidator Irving Picard had sought to block A.G. Schneiderman's
settlement with Merkin, delaying disbursement of the funds.

Under the agreement secured by Attorney General Schneiderman,
Merkin will pay $405 million to compensate investors over a three-
year period, and $5 million to the State of New York to cover fees
and costs.  This is the first settlement resulting from a
government action against Mr. Merkin.

Judge Rakoff wrote in [Mon]day's opinion, "The Trustee . . .
having for more than three years issued empty threats to seek a
halt to the Attorney General's suit, has lost his right to
complain.  Even on the merits, moreover, his bluster proves to be
without substance.  Accordingly, not only this motion but this
entire action seeking to derail the Attorney General's settlement
must be dismissed."

In April 2009, the Office of Attorney General charged Mr. Merkin
with violations of the Martin Act, General Business Law Sec. 352;
and Executive Law Sec. 63(12) for concealing Madoff's control of
the Merkin Funds and for breaches of his fiduciary duty to manage
the funds prudently.  The lawsuit sought damages, disgorgement of
all fees by Mr. Merkin, and injunctive relief.

Depending on the size of their losses, eligible investors will be
entitled to receive over 40 percent of their cash losses from the
Settlement.  Pursuant to a claims process, investors who were not
aware of Mr. Merkin's delegation to Mr. Madoff will receive a
defined percentage of their losses, while those who were aware of
Madoff's role will be eligible to receive a smaller recovery.  In
addition, all investors may receive additional payments at a
future date when the Madoff Estate is able to distribute moneys
recovered by Irving Picard, the Securities Investor Protection
Corporation Trustee for the liquidation of Madoff's Estate, who is
not involved in Attorney General Schneiderman's settlement.

This case is handled by Senior Trial Counsel David N. Ellenhorn,
under the supervision of Karla G. Sanchez, Executive Deputy
Attorney General for Economic Justice.

                      About Bernard L. Madoff

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

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

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

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

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


BERRY PLASTICS: Registers 18.9 Million Common Shares
----------------------------------------------------
Berry Plastics Group, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement relating to
the public offering of shares of common stock of the Company.

Apollo Funds and Graham Berry Holdings, L.P., are selling
16,500,000 shares.  Berry Plastics will not receive any of the
proceeds from the sale of shares in this offering.

The underwriters may also purchase up to an additional 2,475,000
shares from the selling stockholders, at the public offering price
less the underwriting discount, within 30 days of the day of this
prospectus.

The Company's common stock is listed on the New York Stock
Exchange under the symbol "BERY."  The last reported closing sale
price of the Company's common stock on April 3, 2013, was $18.47
per share.

A copy of the Form S-1 prospectus is available at:

                        http://is.gd/uGiwWD

                       About Berry Plastics

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

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

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

                           *     *     *

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

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

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


BLUEGREEN CORP: Consummates Merger with BFC Financial
-----------------------------------------------------
BFC Financial Corporation and BBX Capital Corporation, formerly
BankAtlantic Bancorp, have completed their previously announced
acquisition of Bluegreen Corporation.

Prior to completion of the transaction, BFC, through its
subsidiary, Woodbridge Holdings, LLC, owned approximately 54% of
Bluegreen's outstanding Common Stock.  Under the terms of the
merger agreement between BFC, Woodbridge and Bluegreen, Woodbridge
acquired the remaining approximate 46% of Bluegreen's outstanding
Common Stock for $10.00 per share in cash.  BBX Capital
participated in the transaction by acquiring a 46% equity interest
in Woodbridge for an investment of approximately $71.75 million
(consisting of $60 million in cash and a promissory note in
Woodbridge's favor in the principal amount of $11.75 million).  As
a result of the completed transaction, Bluegreen has become a
direct wholly-owned subsidiary of Woodbridge, and BFC and BBX
Capital will share in any future distributions made from
Woodbridge pro rata based on their membership interests of 54% and
46%, respectively.

"We are pleased to complete this transaction.  We have held a
meaningful stake in Bluegreen for more than 10 years.  This merger
reflects our high regard for both its business and its management
team," commented Alan B. Levan, chief executive officer of both
BBX Capital and BFC Financial.

Prior to the consummation of the Merger, BFC, indirectly through
Woodbridge, owned approximately 53% of the then-outstanding shares
of Bluegreen's common stock.  In addition, Alan B. Levan, BFC's
Chairman, Chief Executive Officer and President, and John E. Abdo,
BFC's Vice Chairman, serve as non-executive Chairman and Vice
Chairman, respectively, of Bluegreen's Board of Directors.

On April 2, 2013, the Company informed the New York Stock Exchange
of the completion of the Merger and, accordingly, trading in the
Company's common stock was suspended.  On April 4, 2013, the NYSE,
at the Company's request, filed an application on Form 25 with the
Securities and Exchange Commission to report that the Company's
common stock is no longer listed on the NYSE.  The Company intends
to file a Certification and Notice of Termination on Form 15 with
the SEC in order to deregister its common stock under the
Securities Exchange Act of 1934 and suspend the Company's
reporting obligations under the Exchange Act as soon as
practicable following the effective date of the Form 25.

As a result of the Merger, the Company's shareholders ceased to
have any rights with respect to their shares of the Company's
common stock, except for the right to receive the merger
consideration to which they are entitled or, in the case of
shareholders who duly exercised and perfected their appraisal
rights in accordance with Massachusetts law, the right to receive
the "fair value" of their shares as determined pursuant to the
appraisal rights process.

In connection with the consummation of the Merger on April 2,
2013, the Company's Amended and Restated Bylaws were amended and
restated.

                        About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.

The Company reported a net loss of $17.25 million in 2011,
compared with a net loss of $43.96 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$1.06 billion in total assets, $720.24 million in total
liabilities and $340.77 million in total shareholders' equity.

                           *     *     *

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.


BON-AIR PARTNERSHIP: Suing Partner Is No 'Actual Conflict'
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Richmond found no
"actual conflict" and therefore no grounds for disqualification
when a trustee's lawyer was simultaneously representing a creditor
suing a partner of a bankrupt limited partnership.

According to the report, the Chapter 7 trustee hired his firm
as special counsel to assist in the sale of the bankrupt
partnership's property.  The property was sold for enough to pay
creditors in full, with $1.9 million left for the limited
partners.  One of the limited partners appealed, saying the sale
should be set aside because the trustee's firm was simultaneously
representing the bank in a suit against the limited partner in a
"separate debt collection proceeding."

The Fourth Circuit in Richmond, the report relates, said the firm
was "disinterested" because there was no "actual conflict."  The
court said that suing one partner individually on a separate debt
is not an interest "materially adverse" to the bankrupt estate.

The unsigned opinion isn't officially reported and isn't binding
precedent in the Fourth Circuit.

The case is Rahmi v. Trumble (In re Bon-Air Partnership),
12-1244, U.S. Fourth Circuit Court of Appeals (Richmond).


BLUEGREEN CORP: Common Stock Delisted From NYSE
-----------------------------------------------
The New York Stock Exchange LLC filed a Form 25 with the U.S.
Securities and Exchange Commission notifying the removal from
listing of Bluegreen Corp. common stock.

                        About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.

The Company reported a net loss of $17.25 million in 2011,
compared with a net loss of $43.96 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $1.06 billion in total
assets, $720.24 million in total liabilities and $340.77 million
in total shareholders' equity.

                           *     *     *

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.


CALYPTE BIOMEDICAL: Delays Form 2012 10-K for Limited Staff
-----------------------------------------------------------
Calypte Biomedical Corporation was unable to file its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2012,
within the prescribed time period.  Due to its limited financial
resources and thin staffing, the Company was unable to complete
the audit of its financial statements in a timely manner.  The
Company expects to be able to file its annual report on or before
May 15, 2013.

                      About Calypte Biomedical

Portland, Oregon-based Calypte Biomedical Corporation develops,
manufactures, and distributes in vitro diagnostic tests, primarily
for the diagnosis of Human Immunodeficiency Virus ("HIV")
infection.

Following the Company's 2011 results, OUM & Co. LLP, in San
Francisco, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring operating
losses and negative cash flows from operations, and management
believes that the Company's cash resources will not be sufficient
to sustain its operations through 2012 without additional
financing.

The Company reported a net loss of $693,000 in 2011, compared with
net income of $8.84 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.81
million in total assets, $6.79 million in total liabilities and a
$4.98 million total stockholders' deficit.

                         Bankruptcy Warning

The Company said in the 2011 annual report that, in July 2010 the
Company entered into a series of agreements providing for (i) the
restructuring of the Company's outstanding indebtedness to Marr
and SF Capital and (ii) the transfer of the Company's interests in
the two Chinese joint ventures, Beijing Marr and Beijing Calypte,
to Kangplus.  Under the Debt Agreement, $6,393,353 in outstanding
indebtedness was agreed to be converted to 152,341,741 shares of
the Company's common stock, and the Company's remaining
indebtedness to Marr, totaling $3,000,000 was cancelled.  In
consideration for that debt restructuring, the Company transferred
its equity interests in Beijing Marr to Kangplus pursuant to the
Equity Transfer Agreement and transferred certain related
technology to Beijing Marr.  The Company has also agreed to
transfer its equity interests in Beijing Calypte to Marr
or a designate of its choosing.  The transactions contemplated by
the Debt Agreement and the Equity Transfer Agreement are subject
to Chinese government registration of the transfer of the equity
interests.  This registration has now been approved, and the
Shares were issued in March 2012.  Under the debt agreement with
SF Capital, $2,008,259 in outstanding indebtedness was converted
to 47,815,698 shares of the Company's common stock.

Notwithstanding this debt restructuring, the Company's significant
working capital deficit and limited cash resources place a high
degree of doubt on its ability to continue its operations.  In
light of the Company's existing operations and financial
challenges, the Company is exploring strategic and financing
options.  Failure to obtain additional financing will likely cause
the Company to seek bankruptcy protection.


CELLULAR BIOMEDICINE: Reports $9.3 Million Net Income in 2012
-------------------------------------------------------------
Cellular Biomedicine Group, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
net income of $9.35 million on $9.36 million of revenue for the
year ended Dec. 31, 2012, as compared with a net loss of $766,414
on $35,500 of revenue for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $5.29 million
in total assets, $2.49 million in total liabilities and $2.79
million in total stockholders' equity.

Tarvaran Askelson & Company, LLP, in Laguna Niguel, California,
did not issue a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012.

Tarvaran Askelson & Company expressed substantial doubt about
EastBridge Investment's ability to continue as a going concern,
following its audit of the Company's financial statements for the
fiscal year ended Dec. 31, 2011.  The independent auditors noted
that the Company has incurred significant losses and that the
Company's viability is dependent upon its ability to obtain future
financing and the success of its future operations.

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

                        http://is.gd/qUGx4U

Cellular Biomedicine did not time file the Form 10-K.  The Company
said it has experienced a delay in completing the information
necessary for inclusion in its annual report on Form 10-K for the
year ended Dec. 31, 2012.  The Company expects to file the annual
report within the allotted extension period.

                  About Cellular Biomedicine Group

Cellular Biomedicine Group, Inc., formerly known as EastBridge
Investment Group Corp., develops proprietary cell therapies for
the treatment of certain degenerative diseases and cancers.  The
Company's developmental stem cell, progenitor cell, and immune
cell projects are the result of research and development by
scientists and doctors from China and the United States.  The
Company's flagship GMP facility, consisting of eight independent
cell production lines, is designed, certified and managed
according to U.S. standards.  To learn more about CBMG, please
visit: http://www.cellbiomedgroup.com/

Tarvaran Askelson & Company, LLP, in Laguna Niguel, California,
expressed substantial doubt about EastBridge Investment's ability
to continue as a going concern, following its audit of the
Company's financial statements for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred significant losses and that the Company's viability is
dependent upon its ability to obtain future financing and the
success of its future operations.

The Company's balance sheet at Sept. 30, 2012, showed $6.7 million
in total assets, $4.5 million in total liabilities, and
stockholders' equity of $2.2 million.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of
Cellular Biomedicine until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


CENTRAL FEDERAL: Incurs $434,000 Net Loss in Fourth Quarter
-----------------------------------------------------------
Central Federal Corporation reported a net loss of $434,000 on
$1.02 million of net interest income for the three months ended
Dec. 31, 2012, as compared with a net loss of $1.35 million on
$1.34 million of net interest income for the same period during
the prior year.

For the year ended Dec. 31, 2012, the Company a net loss of
$3.76 million on $4.63 million of net interest income, as compared
with a net loss of $5.42 million on $6.17 million of net interest
income for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$215.03 million in total assets, $191.39 million in total
liabilities and $23.64 million in stockholders' equity.

Tim O'Dell, CEO, commented, "Since our new management team was
inserted on August 21, 2012, we have been totally focused on
continuing to clean up the bank's legacy problems while
positioning the bank for future profitability.  While there will
still be some issues to work through in the legacy loan portfolio,
we continue to believe that we have a solid foundation, and that
we will have a strongly capitalized, growing and increasingly
profitable bank as our plans are fully implemented."

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

                        http://is.gd/OiQVSH

                        About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Crowe Horwath LLP, in
Cleveland, Ohio, expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company's auditors
noted that the Holding Company and its wholly owned subsidiary
(CFBank) are operating under regulatory orders that require among
other items, higher levels of regulatory capital at CFBank.  The
Company has suffered significant recurring net losses, primarily
from higher provisions for loan losses and expenses associated
with the administration and disposition of nonperforming assets at
CFBank.  These losses have adversely impacted capital at CFBank
and liquidity at the Holding Company.  At Dec. 31, 2011,
regulatory capital at CFBank was below the amount specified in the
regulatory order.  Failure to raise capital to the amount
specified in the regulatory order and otherwise comply with the
regulatory orders may result in additional enforcement actions or
receivership of CFBank.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order required it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011, required date.


CHRIST HOSPITAL: Can Pay Up to $266,042 to UMR
----------------------------------------------
Christ Hospital sought and obtained permission to pay up to
$266,042.24 to UMR in satisfaction of certain employee medical
claims covered under the Debtor's self-insured healthcare plan
arising during the time period beginning Feb. 6, 2012 and ending
on July 12, 2012.

The Debtor is authorized to pay UMR any additional amounts due on
account of employee medical claims that arose during the Post-
Petition Period, provided that (i) within a reasonable time prior
to any such proposed payment, the Debtor's financial advisor shall
consult with the Committee's financial advisor regarding same and
(ii) no objection to the proposed payment is raised by the
Committee.  If the Committee objects to the proposed payment and
the parties are unable to resolve the objection, the Debtor shall
not be authorized to pay the disputed amounts absent further order
of the Court, which the Debtor is authorized to seek upon two
business days' written notice to the Committee.

The Debtor advised the Committee that, post-petition, the Debtor
inadvertently paid medical claims of some of its employees under
the Plan that arose prior to Feb. 6, 2012, in excess of the
statutory priority amounts imposed by 11 U.S.C. Sec. 507(a)(5).

The Debtor is authorized to extend the term of its existing
service agreement with UMR through May 30, 2013, in consideration
of payment of $15,793 to UMR.

The Debtor is authorized to terminate its obligation, if any, to
pay any employee medical claims filed after April 30, 2013,
provided that notices of termination sent by first-class mail are
mailed within five business days from the date of entry of this
Order to the last known addresses of the former employees who were
participants in the Plan during the Post-Petition Period.

                      About Christ Hospital

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

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

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

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

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


CINCINNATI BELL: Fitch Affirms, Then Withdraws All Ratings
----------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn all of its
ratings on Cincinnati Bell, Inc. (CBB) and its subsidiary as
follows:

Cincinnati Bell, Inc.

-- Issuer Default Rating (IDR) at 'B';
-- $40 million senior secured notes at 'BB/RR1';
-- $500 million senior unsecured notes due 2017 at 'B+/RR3';
-- $684 million senior unsecured notes due 2020 at 'B+/RR3';
-- $625 million senior subordinated notes at 'CCC+/RR6';
-- $129 million convertible preferred stock at 'CCC+/RR6';
-- $200 million senior secured revolving credit facility due 2017
    at 'BB/RR1'

Cincinnati Bell Telephone (CBT)

-- IDR at 'B';
-- Senior unsecured notes at 'BB/RR1'.

The Rating Outlook was Stable.

Fitch has withdrawn the aforementioned ratings for business
reasons. The ratings are no longer relevant to the agency's
coverage.


CLAIRE'S STORES: Reports $1.3 Million Net Income in Fiscal 2012
---------------------------------------------------------------
Claire's Stores, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$1.28 million on $1.55 billion of net sales for the fiscal year
ended Feb. 2, 2013, as compared with net income of $11.63 million
on $1.49 billion of net sales for the fiscal year ended Jan. 28,
2012.

The Company's balance sheet at Feb. 2, 2013, showed $2.79 billion
in total assets, $2.81 billion in total liabilities, and a
$14.44 million stockholders' deficit.

                         Bankruptcy Warning

"If we are unable to generate sufficient cash flow and are
otherwise unable to obtain funds necessary to meet required
payments of principal, premium, if any, and interest on our
indebtedness, or if we otherwise fail to comply with the various
covenants, including financial and operating covenants in the
instruments governing our indebtedness, we could be in default
under the terms of the agreements governing such indebtedness.  In
the event of such default:
    
   * the holders of such indebtedness may be able to cause all of
     our available cash flow to be used to pay such indebtedness
     and, in any event, could elect to declare all the funds
     borrowed thereunder to be due and payable, together with
     accrued and unpaid interest;

   * the lenders under our Credit Facility could elect to
     terminate their commitments thereunder, cease making further
     loans and institute foreclosure proceedings against our
     assets; and

   * we could be forced into bankruptcy or liquidation."

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

                        http://is.gd/Wdvzq3

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

                           *     *     *

As reported by the TCR on Oct. 1, 2012, Moody's Investors Service
upgraded Claire's Stores, Inc.'s Corporate Family and Probability
of Default ratings to Caa1 from Caa2.  The upgrade of Claire's
Corporate Family Rating to Caa1 reflects its ability to address
its substantial term loan maturity in 2014 by refinancing it with
a $625 million add-on to its existing senior secured first lien
notes due 2019.

Claire's Stores, Inc., carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


CLEAR CHANNEL: Has MOU to Settle Two Derivative Lawsuits
--------------------------------------------------------
Two derivative lawsuits were filed in March 2012 in Delaware
Chancery Court by stockholders of Clear Channel Outdoor Holdings,
Inc., an indirect non-wholly owned subsidiary of Clear Channel
Communications, Inc.  The consolidated lawsuits are captioned In
re Clear Channel Outdoor Holdings, Inc. Derivative Litigation,
Consolidated Case No. 7315-CS.  The complaints name as defendants
certain of the current and former directors of both CCOH and the
Company, as well as the Company, Bain Capital Partners, LLC and
Thomas H. Lee Partners, L.P.  CCOH also is named as a nominal
defendant.

The complaints allege, among other things, that in December 2009
the Company breached fiduciary duties to CCOH and its stockholders
by allegedly requiring CCOH to agree to amend the terms of the
Revolving Promissory Note, dated as of Nov. 10, 2005, between the
Company, as maker, and CCOH, as payee, to extend the maturity date
of the Note and to amend the interest rate payable on the Note.
According to the complaints, the terms of the amended Note were
unfair to CCOH because, among other things, the Contract Rate was
below market.  The complaints further allege that the Company was
unjustly enriched as a result of that transaction.  The complaints
also allege that the director defendants breached fiduciary duties
to CCOH in connection with that transaction and that the
transaction constituted corporate waste.

On April 4, 2012, the board of directors of CCOH formed a special
litigation committee consisting of independent directors to review
and investigate plaintiffs' claims and determine the course of
action that serves the best interests of CCOH and its
stockholders.

On March 28, 2013, to avoid the costs, disruption and distraction
of further litigation, and without admitting the validity of any
allegations made in the complaint, legal counsel for the
defendants entered into a binding memorandum of understanding with
legal counsel for the SLC and the plaintiffs to settle the
litigation.  The MOU obligates the parties to use their best
efforts to prepare a Stipulation of Settlement reflecting the
terms of the MOU and present that Stipulation of Settlement to the
Delaware Chancery Court for approval.

The Stipulation of Settlement has not yet been finalized and is
subject to approval by the Delaware Court of Chancery.
Accordingly, unless and until that approval, no assurance can be
provided that the parties will be able to resolve the outstanding
litigation as contemplated by the MOU.  A copy of the MOU is
available for free at

                        About Clear Channel

San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc.  CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers.  The Company's businesses
include radio and outdoor displays.

Clear Channel reported a net loss of $302.09 million on $6.16
billion of revenue in 2011, compared with a net loss of $479.08
million on $5.86 billion of revenue in 2010.  The Company had a
net loss of $4.03 billion on $5.55 billion of revenue in 2009.

The Company's balance sheet at June 30, 2012, showed
$16.45 billion in total assets, $24.31 billion in total
liabilities, and a $7.86 billion total shareholders deficit.

                         Bankruptcy Warning

At March 31, 2012, the Company had $20.7 billion of total
indebtedness outstanding.

The Company said in its quarterly report for the period ended
March 31, 2012, that its ability to restructure or refinance the
debt will depend on the condition of the capital markets and the
Company's financial condition at that time.  Any refinancing of
the Company's debt could be at higher interest rates and increase
debt service obligations and may require the Company and its
subsidiaries to comply with more onerous covenants, which could
further restrict the Company's business operations.  The terms of
existing or future debt instruments may restrict the Company from
adopting some of these alternatives.  These alternative measures
may not be successful and may not permit the Company or its
subsidiaries to meet scheduled debt service obligations.  If the
Company and its subsidiaries cannot make scheduled payments on
indebtedness, the Company or its subsidiaries, as applicable, will
be in default under one or more of the debt agreements and, as a
result the Company could be forced into bankruptcy or liquidation.

                           *     *     *

The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings
has affirmed the 'CCC' Issuer Default Rating of Clear Channel
Communications, Inc., and the 'B' IDR of Clear Channel Worldwide
Holdings, Inc., an indirect wholly owned subsidiary of Clear
Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor
advertising subsidiary.  The Rating Outlook is Stable.

Fitch's concerns center on the company's highly leveraged capital
structure, with significant maturities in 2014 and 2016; the
considerable and growing interest burden that pressures free cash
flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue.  The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.

As reported by the TCR on Feb. 25, 2013, Standard & Poor's Ratings
Services affirmed its 'CCC+' corporate credit rating on Texas-
based Clear Channel Communications Inc. and CC Media Holdings.
Standard & Poor's Ratings Services' rating on CC Media Holdings
Inc. reflects the risks surrounding the long-term viability of its
capital structure--in particular, refinancing risk relating to
significant 2016 debt maturities of about $10 billion.


COMMUNITY FINANCIAL: Amends 19.6MM Common Shares Prospectus
-----------------------------------------------------------
Community Financial Shares, Inc., filed with the U.S. Securities
and Exchange Commission a post-effective amendment no.1 to the
Form S-1 registration statement relating to the offer and sale of
up to 19,684,700 shares of the Company's common stock by SBAV LP,
Ithan Creek Investors USB, LLC, Fullerton Capital Partners LP, et
al.  On Dec. 21, 2012, Community Financial issued to investors in
a private placement offering 133,411 shares of voting Series C
Convertible Noncumulative Perpetual Preferred Stock at $100.00 per
share, 56,708 shares of nonvoting Series D Convertible
Noncumulative Perpetual Preferred Stock at $100.00 per share and
6,728 shares of nonvoting Series E Convertible Noncumulative
Perpetual Preferred Stock at $100.00 per share.

Pursuant to the terms of a Registration Rights Agreement the
Company entered into with the Selling Shareholders on Nov. 13,
2012, in connection with the private placement offering, the
Company is registering the Shares, 13,341,100 of which are
issuable to the Selling Shareholders upon the conversion of the
shares of Series C Preferred Stock, 5,670,800 of which are
issuable to the Selling Shareholders upon the conversion of the
shares of Series D Preferred Stock and 672,800 of which are
issuable to the Selling Shareholders upon the conversion of the
shares of Series E Preferred Stock that the Selling Shareholders
acquired in the private placement offering.

The Company is not selling any securities under this prospectus
and will not receive any proceeds from the sale of the Shares by
the Selling Shareholders.

The Company's common stock is quoted on the OTCQB under the
trading symbol "CFIS."  The last reported sales price of the
Company's shares of common stock on March 28, 2013, was $1.28 per
share.

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

                        http://is.gd/BBTAEe

                     About Community Financial

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

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

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

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


COPYTELE INC: Acquires Patent Rights to Loyalty Programs
--------------------------------------------------------
CopyTele, Inc.'s wholly owned subsidiary, CTI Patent Acquisition
Corporation, has acquired the rights to a patent portfolio
relating to loyalty awards programs commonly provided by airlines,
credit card companies, hotels, retailers, casinos, and others.
The portfolio covers the conversion of non-negotiable, loyalty
awards points into negotiable funds used to purchase goods and
services from third parties, and the conversion of awards points
into points and awards provided by other loyalty program
providers.  Estimates indicate that there are over 2 billion
memberships to loyalty awards programs in the United States.

Robert Berman, CTI's President and CEO stated, "Our acquisition of
the rights to these 13 patents fits perfectly with our strategy of
building a diversified collection of patent portfolios with
significant monetization potential.  We have begun the process of
transforming CTI into a world class, publicly traded, patent
assertion company."

                           About CopyTele

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

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

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

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


CRAVEN PROPERTIES: Can Employ McManus as Chapter 11 Counsel
-----------------------------------------------------------
Craven Properties, L.P., sought and obtained approval from the
Bankruptcy Court to employ the law firm of John J. McManus &
Associates, P.C. as its attorneys in the Chapter 11 proceeding.

John J. McManus is the sole owner of the Firm located at 2167
Northlake Parkway, Suite 104, in Tucker, Georgia. Mr. McManus
attests that (a) his law firm does not represent an interest
adverse to the Debtor in the matters upon which the firm is to be
engaged; and (b) his law firm has no connection with the Debtor,
its creditors or any parties in interest, or their attorneys or
accountants.

The firm's current hourly rates are $310 for attorney time and $95
for paralegal time.  A $5,000 retainer was paid to the firm.

Craven Properties, L.P., a single asset real estate, filed a
Chapter 11 petition (Bankr. N.D. Ga. Case No. 12-23082) in its
hometown in Gainesville, Georgia, on Aug. 31, 2012.  Judge Robert
Brizendine presides over the case.  John J. McManus, Esq., at John
J. McManus & Associates, P.C., serves as counsel.  Billy J. Craven
signed the petition.

In its amended schedules, the Debtor disclosed $28,446,281 in
assets and $3,872,671 in liabilities as of the Petition Date.


CUBIC ENERGY: Gets 2 Months Extension of Wells Fargo Debt
---------------------------------------------------------
Cubic Energy, Inc., announced that based on progress with respect
to a material acquisition, it received an extension until May 31,
2013, as to the due date of its Wells Fargo Energy Capital, Inc.,
debt under its WFEC Credit Facility, including both the $5,000,000
WFEC convertible term note and the outstanding amounts of
approximately $20,870,000 under its WFEC revolving credit
facility; and that it received an extension until June 1, 2013, as
to the due date of its debt due of $2,000,000 to Calvin Wallen
III, an affiliate of the Company.

                         About Cubic Energy

Cubic Energy, Inc., headquartered in Dallas, Tex., is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.

Philip Vogel & Co. PC, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company has experienced recurring net losses from operations and
has uncertainty regarding its ability to meet its loan obligations
which raise substantial doubt about its ability to continue as a
going concern.

The Company's balance sheet at Dec. 31, 2012, showed $18.48
million in total assets, $28.85 million in total liabilities, all
current, and a $10.36 million total stockholders' deficit.

                         Bankruptcy Warning

"Our debt to Wells Fargo, with a principal amount of $25,865,110,
is due on March 31, 2013, and the Wallen Note, with a principle
amount of $2,000,000, is due April 1, 2013, and both are
classified as current debt.  As of December 31, 2012, we had a
working capital deficit of $26,312,271.

Our ability to make scheduled payments of the principal of, to pay
interest on or to refinance our indebtedness depends on our
ability to obtain additional debt and/or equity financing, which
is subject to economic and financial factors beyond our control.
Our business will not generate cash flow from operations
sufficient to pay our obligations to Wells Fargo and under the
Wallen Note.  We may be required to adopt one or more
alternatives, such as selling assets, restructuring debt or
obtaining additional equity capital on terms that may be onerous
or highly dilutive.  Our ability to refinance our indebtedness
will depend on the capital markets and our financial condition in
the immediate future, as well as the value of our properties. We
may not be able to engage in any of these activities or engage in
these activities on desirable terms, which could result in a
default on our debt and have an adverse effect on the market price
of our common stock.

"We may not be able to secure additional funds to make the
required payments to Wells Fargo.  If we are not successful, Wells
Fargo may pursue all remedies available to it under the terms of
the Credit Facility including but not limited to foreclosure on
our assets or force the Company to seek protection under
applicable bankruptcy laws.  If either of those were to occur, our
shareholders might lose their entire investment," the Company said
in its quarterly report for the period ended Dec. 31, 2012.


CYANCO INTERMEDIATE: S&P Assigns 'B' CCR; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B'
corporate credit rating to Cyanco Intermediate Corp. (Cyanco).
The outlook is stable.  In addition, S&P assigned a 'B+' issue-
level rating and '2' recovery rating to Cyanco's proposed
$15 million senior secured revolving credit facility maturing in
2018 and $400 million senior secured term loan maturing in 2020,
based on preliminary terms and conditions.  The '2' recovery
rating indicates S&P's expectation for substantial (70% to 90%)
recovery in the event of a payment default.

The company plans to use the term loan proceeds to fund a
$264 million dividend to its private equity sponsor, Oaktree
Capital Partners, and minority shareholders, refinance existing
debt, and cover transaction fees and expenses.  S&P expects the
new $15 million revolving credit facility due 2018 to be undrawn
at close of the transaction.

"The ratings on Cyanco Intermediate Corp. reflect our assessment
of the company's business risk profile as vulnerable, according to
our criteria, considering its narrow focus as a producer of sodium
cyanide used by the gold mining industry and its highly leveraged
financial risk profile," said Standard & Poor's credit analyst
Liley Mehta.

The outlook is stable.  S&P expects that earnings and
profitability should benefit over the next year from increased
production at the Houston plant.  S&P assumes that management and
the company's owners will be supportive of credit quality and,
therefore, it has not factored into its analysis any additional
large dividends or debt-funded acquisitions.  Based on S&P's
scenario forecasts, over the next 12 months the company will
achieve credit metrics in line with its expectations at the
current rating, including FFO to total adjusted debt of about 12%
and adjusted debt to EBITDA of around 4.5x.

Based on S&P's scenario forecasts it could consider a higher
rating if EBITDA margins rise by 300 basis points from expected
levels (pro forma for the Houston facility) , along with revenues
increasing by 8% or more.  In such a scenario, S&P would expect
FFO to debt to approach 20%.  Given the current limitations in the
company's business risk profile, highlighted by its limited
product, customer and supplier diversity, S&P views an upgrade
over the next year as unlikely.

The ratings could come under pressure if the downside risks to
S&P's forecast were to materialize, such as a significant
operating disruption to its manufacturing site, or the loss of a
key customer.  Based on S&P's downside scenario, it could consider
a negative rating action if revenues fell by 10% or more, coupled
with a drop in EBITDA margins of 300 basis points or more from
S&P's current expectations.  At this point, S&P would expect the
FFO-to-debt ratio to drop to the high single digits and total debt
to EBITDA to be near 6x.


DOLLAR GENERAL: S&P Raises Sr. Unsecured Notes Rating From 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised the issue-level
rating on Dollar General Corp.'s existing senior unsecured notes
to 'BBB-' from 'BB+'.  The upgrade reflects the repayment and
release of collateral after the company refinanced secured debt
with unsecured debt.  Dollar General recently issued a
$1.0 billion unsecured term loan due 2018, a $400 million 1.875%
unsecured notes due 2018, and a $900 million 3.25% unsecured notes
due 2023, and used the aggregate proceeds to refinance its
existing secured term loans and borrowings under its revolving
credit facility.

At the same time, S&P withdrew the ratings on the existing
$1.084 billion term loan B due 2014 ($311 million 'first loss'
term loan and $772 million 'first out' term loan) and $880 million
term loan C due 2017.

S&P also affirmed its 'BBB-' corporate credit rating.  The outlook
is stable.

"The ratings on Goodlettsville Tenn.-based Dollar General Corp.
reflect Standard & Poor's Ratings Services' expectation that this
leading dollar store chain (about 1.5x the size of its next
competitor Family Dollar in terms of revenue) will maintain credit
protection measures in line with its "intermediate" financial risk
profile, and that its strong market position will continue to
support its "satisfactory" business risk profile," said credit
analyst Ana Lai.

The stable outlook on Dollar General reflects S&P's view that
Dollar General will maintain its positive operating momentum,
though at a more moderate pace.  S&P expects revenue growth to
moderate to the mid-to high-single-digit range with margins
expanding modestly because of positive sales leverage.  Despite
strong sales growth, margin gains will be tempered by cost
increases to support a rapid store expansion program.  S&P
believes there is little improvement in Dollar General's credit
protection measures as S&P expects EBITDA growth to be largely
offset by its growing lease obligations from its rapid store
expansion.  S&P expects Dollar General to use the bulk of its free
cash flow to fund share repurchases rather than debt reduction.
In S&P's view, the company will manage its share repurchase
activity to maintain debt leverage target of below 3.0x.

Although unlikely in the next year, S&P would consider lowering
the rating if performance falls significantly below its
expectations due to competitive pressure, poor execution, or an
over-expansion of its stores.  Under this scenario, new store
productivity would decline and same-store sales would turn
negative, resulting in revenue declining in the low-single digits
and gross margins falling by more than 50 basis points (bps).  At
that time, leverage would approach the mid-3x area.  Moreover,
debt-financed share repurchases that cause debt leverage to weaken
to above 3x could lead to a downgrade.

S&P would consider an upgrade if performance exceeds its
expectations, with the company sustaining leverage in the low-2x
area and funds from operations-to-total debt above 40% over the
intermediate term.  Under this scenario, revenues would be in the
low-teen area and gross margin would expand by 150 bps.


DUNE ENERGY: Adds Two New Members to Board of Directors
-------------------------------------------------------
Marjorie L. Bowen and John R. Brecker were appointed to the Board
of Directors of Dune Energy, Inc., on March 28, 2013.  Ms. Bowen
and Mr. Brecker were elected to the Board by the then serving
members of the Board, pursuant to the Company's By-Laws, to fill
vacancies on the Board.

Marjorie L. Bowen, 47, held positions of increasing responsibility
from 1989 through 2007 at Houlihan Lokey Howard & Zukin, Inc., an
international advisory-focused investment banking firm.  While at
Houlihan Lokey, Ms. Bowen served as a Managing Director, where she
advised an extensive number of public company boards of directors,
providing transactional and financial advisory services in a wide
range of corporate matters, including mergers and acquisitions,
debt and equity reorganizations and other financial and strategic
transactions, governance and shareholder issues, and shareholder
value maximization.  Ms. Bowen was also a member of the firm's
Management Committee for Financial Advisory Services.  Ms. Bowen
also currently serves on the board of Global Aviation Holdings,
and serves as Chair of the Audit Committee for that company.

John R. Brecker, 49, has served as an executive with director and
management experience in investing and operations, both domestic
and internationally, in the chemical, retail, auto, and shipping
sectors.  From 1999 to 2012, Mr. Brecker served as Principal and
Co-founder of Longacre Fund Management specializing in distressed
debt and credit investing.  From 2005 to 2012, Mr. Brecker also
served as Principal and Co-founder of Longacre Special Equities
Fund Management.  Prior to 1999, Mr. Brecker spent over 10 years
in various positions as a trader at firms such as Bear, Stearns &
Co. and as an attorney with Angel & Frankel.  Mr. Brecker has also
served on numerous boards.  Mr. Brecker currently serves on the
board of Catalyst Paper Corporation, where he serves on the Audit
Committee, and Broadview Network Holdings, Inc., where he serves
on the Compensation Committee.  Mr. Brecker received his law
degree from St. John's University School of Law and his
undergraduate degree from American University.

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $60.41 million in 2011,
compared with a net loss of $75.53 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $241.08 million in total
assets, $118.88 million in total liabilities and $122.19 million
in total stockholders' equity.


DUNE ENERGY: Amends Registration Statements with SEC
----------------------------------------------------
Dune Energy, Inc., filed a post-effective amendment no.2 to the
Form S-1 registration statement to update and supplement the
information contained in the Registration Statement, as originally
declared effective by the SEC on June 13, 2012, to include the
information contained in the Company's annual report on Form 10-K
for the fiscal year ended Dec. 31, 2012.

The prospectus relates to the resale of up to 29,174,957 shares of
common stock, par value $0.001 per share, of the Company.  The
Company's common stock is traded on the OTC Bulletin Board under
the symbol "DUNR."  On April 3, 2013, the closing price of the
Company's common stock on the bulletin board was $1.86.  A copy of
the Amended Form S-1 prospectus is available at:

                        http://is.gd/3qlc48

The Company separately filed an amendment no.2 to the Form S-1
registration statement relating to the resale of up to 18,749,997
shares of common stock, par value $0.001 per share, of the Company
offered by Simplon International Limited, Highbridge
International, LLC, West Face Long Term Opportunities Global
Master L.P., et al., which represents shares of the Company's
common stock issued to the shareholders pursuant to Common Stock
Purchase Agreements between the Company and each of the selling
shareholders dated Dec. 20, 2012.  The Company will not receive
any of the proceeds from the sale of the common stock offered by
the selling stockholders.  A copy of the amended prospectus is
available for free at http://is.gd/HAt3GS

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $60.41 million in 2011,
compared with a net loss of $75.53 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $241.08 million in total
assets, $118.88 million in total liabilities and $122.19 million
in total stockholders' equity.


DUTCH GOLD: Delays Form 10-K for 2012
-------------------------------------
Dutch Gold Resources, Inc., was unable to compile the necessary
financial information required to prepare a complete filing of its
annual report on Form 10-K for the year ended Dec. 31, 2012.
Thus, the Company was unable to file the periodic report in a
timely manner without unreasonable effort or expense.  The Company
expects to file within the extension period.

                         About Dutch Gold

Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI)
-- http://www.dutchgoldresources.com/-- is a junior gold miner
focused on developing its existing mining properties in North
America and acquiring and developing new mines that can enter into
production in 12 to 24 months.

After auditing the 2011 results, Hancock Askew & Co., LLP, in
Norcross, Georgia, noted that the Company has limited liquidity
and has incurred recurring losses from operations and other
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $4.58 million on $0 of sales in
2011, compared with a net loss of $3.69 million on $0 of revenue
in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.65 million in total assets, $7.17 million in total liabilities
and a $2.23 million total stockholders' deficit.


EAST COAST BROKERS: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
East Coast Brokers & Packers, Inc., filed with the Bankruptcy
Court for the Middle District of Florida its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                   $99,500
  B. Personal Property           $12,563,807
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $70,056,668
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $261,448
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,863,858
                                 -----------      -----------
        TOTAL                    $12,663,307      $75,181,975

East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast
estimated at least $50 million in assets and liabilities in its
Chapter 11 petition.  Scott A. Stichter, Esq., at Stichter,
Riedel, Blain & Prosser, in Tampa, serves as counsel to the
Debtors.  According to the docket, the Chapter 11 plan and
disclosure statement are due July 5, 2013.


EASTMAN KODAK: To Sell Document Imaging Biz. for $210 Million
-------------------------------------------------------------
Eastman Kodak Company has reached agreement with Brother
Industries, Ltd., for the proposed sale of certain assets of its
Document Imaging business for a cash purchase price of
approximately $210 million, subject to certain price adjustments
at closing.  In addition, Brother will assume deferred service
revenue liability of the business, which totaled approximately $67
million as of December 31, 2012.

Kodak's Document Imaging business provides a comprehensive
portfolio of scanners, capture software and services to enterprise
customers.  Brother is a global manufacturer of laser, label and
multi-function printers, as well as fax machines and sewing
machines.

Consummation of the transaction with Brother is subject to court
approval and a marketing period in which Kodak may seek to obtain
a higher or better offer for the business, alone or in combination
with other businesses, including through a court-approved auction.
Kodak's ability to continue to explore alternatives during the
marketing period will ensure that Kodak obtains the maximum value
for the business.  Consummation is also subject to satisfying
customary closing conditions, including required regulatory
approvals.

"This proposed sale is another key step in Kodak's path to
emergence -- it moves us closer to realizing our strategic vision
for Kodak's future," said Antonio M. Perez, Chairman and Chief
Executive Officer.  "A sale to Brother, should they prevail, would
represent an excellent outcome for Document Imaging's customers,
partners and employees."

Under the terms of the agreement, Kodak will seek U.S. Bankruptcy
Court approval of the bidding procedures at a hearing in late
April and is targeting final court approval of a transaction in
June.

"Document Imaging has many differentiating strengths, including an
outstanding global customer base, award-winning software and
hardware solutions, strategic reseller partners and a
comprehensive service and support network," Mr. Perez said.

Dolores Kruchten, President of Document Imaging, said that Kodak
will work throughout the sale process to ensure a smooth
transition for customers.

"We are pleased that under this agreement with Brother, Document
Imaging will continue to strengthen its position as a leader of
information capture and management solutions for enterprise
customers," said Ms. Kruchten.  "Our valued customers will receive
the highest quality products, world-class customer service and
reseller support that have been the hallmarks of our business."

Consistent with its previously stated goal of restructuring around
its Commercial Imaging business, Kodak is continuing its publicly
announced sales process for its Personalized Imaging (PI)
business.

Lazard is serving as the financial advisor to Kodak and Sullivan &
Cromwell is the lead legal advisor to Kodak in the transaction.

Brother on April 15 disclosed that if it is selected as the
successful bidder at the auction, or if no qualified competing
bids are timely submitted, and subject to court and other
regulatory approvals, the Company expects to complete the
acquisition in the third quarter of 2013.

"We believe that Kodak Document Imaging is an asset that will help
to strengthen Brother's global position in document imaging
solutions and enable us to provide an enhanced product and service
offering to an expanded universe of customers," said Toshikazu
Koike, Representative Director and President of Brother
Industries, Ltd.  "Kodak Document Imaging has a long history of
innovation in the scanning and document field and is a natural fit
for Brother."

                  Rationale for the Transaction

With global sales, Kodak's Document Imaging business is a
complement to Brother's existing lineup which includes Brother
Multi-Function Center(R) all-in-ones and Brother ImageCenter(TM)
scanners.  Brother will acquire those assets and personnel
required for the continued operation of DI.  This addition, which
includes Document Scanners, Image Capture Software and Technical
Services, will allow Brother to offer a more robust portfolio of
document scanning hardware, services and solutions to small,
medium and large businesses, positioning the Company to take full
advantage of the evolving office solution marketplace.

Brother is being advised by UBS Investment Bank as its financial
advisors and Baker Botts L.L.P. as its legal counsel.

                          About Brother

Founded in 1908, Brother -- http://www.brother.com-- is a global
manufacturer of laser printers, label printers, Multi-Function
Center(R), fax machines, P-touch electronic labelers, typewriters
and sewing machines.  Brother manufactures innovative, reliable
and practical products for home and office use, while maintaining
high customer satisfaction and following comprehensive measures
for environmental conservation.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


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

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

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

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


ECOSPHERE TECHNOLOGIES: Reports $1 Million Net Income in 2012
-------------------------------------------------------------
Ecosphere Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $1.05 million on $31.13 million of total revenues for
the year ended Dec. 31, 2012, as compared with a net loss of
$5.86 million on $21.08 million of total revenues for the year
ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $8.90 million
in total assets, $3.87 million in total liabilities, $3.63 million
in total redeemable convertible cumulative preferred stock, and
$1.39 million in total equity.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has seen a recent significant decline in its
working capital primarily relating to delays in receiving
additional purchase orders and related funding from a significant
customer.  This matter raises substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/acFlKr

                   About Ecosphere Technologies

Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets.  Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.


ELBIT IMAGING: Series B Notes Trustees Want Company Liquidated
--------------------------------------------------------------
Elbit Imaging Ltd. said that the Trustees of Series B Notes, which
represent an outstanding balance amount of NIS 16.5 million (pari)
(approximately 0.7% of the total unsecured debt of the Company),
have submitted with the Tel Aviv District Court a request to
liquidate and appoint a temporary liquidator for the Company.  The
Tel Aviv District Court requested the Company's response within 10
days (until April 14, 2013).  The Company intends to vigorously
defend against the request.

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed
substantial doubt about Elbit Imaging's ability to continue as a
going concern following the financial results for the year ended
Dec. 31, 2012.

The Certified Public Accountants noted that in the period
commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to
repay its debenture holders NIS 599 million (principal and
interest).  "Said amount includes NIS 82 million originally
payable on Feb. 21, 2013, that its repayment was suspended
following a resolution of the Company's Board of Directors.  The
Company's Board also resolved to suspend any interest payments
relating to all the Company's debentures.  In addition, as of
Dec. 31, 2012, the Company failed to comply with certain financial
covenants relating to bank loans in the total amount as of such
date of NIS 290 million.

"These matters raise substantial doubt about the Company's ability
to continue as a going concern."


EMPIRE RESORTS: Plans to Raise $11.4 Million From Rights Offering
-----------------------------------------------------------------
Empire Resorts, Inc., plans to commence a rights offering of
common stock to the holders of its common stock and Series B
Preferred Stock, which, if fully subscribed, will produce gross
proceeds to the Company of approximately $11.4 million.  The
Company expects to utilize the estimated net proceeds of the
rights offering of approximately $11.1 million to fund certain
costs of its development project at the site of the former Concord
Resort in Sullivan County, New York, which costs may include
permitting, infrastructure and shared master planning costs and
expenses, and for general corporate working capital purposes.

The Company has also reached an agreement in principle with Kien
Huat Realty III Limited, the Company's largest stockholder, for
the execution of a standby purchase agreement, whereby Kien Huat
would exercise the subscription rights it receives pursuant to the
rights offering within ten days of grant.  In addition, Kien Huat
would exercise all rights not otherwise exercised by the other
holders in the rights offering to acquire up to one share less
than 20% of the Company's issued and outstanding common stock on
the date of such purchase.  However, that agreement in principal
is not binding and Kien Huat is not legally obligated to exercise
such rights until a standby purchase agreement is executed by the
parties.

The Company filed on April 3, 2013, with the Securities and
Exchange Commission a registration statement covering the
transaction and the distribution of rights and commencement of the
rights offering is expected to occur promptly following the
effectiveness of that registration statement.

The Company plans to distribute to its common stock holders and
Series B Preferred Stock holders one non-transferable right to
purchase one share of common stock at a subscription price of
$1.8901 per share for each five shares of common stock owned, or
into which their Series B Preferred Stock is convertible, on
April 8, 2013, the record date for the offering.  In addition to
being able to purchase their pro rata portion of the shares
offered based on their ownership as of April 8, 2013, stockholders
may oversubscribe for additional shares of common stock.

A copy of the Form S-1 prospectus is available for free at:

                         http://is.gd/NdLdol

Empire Resorts separately filed a reoffer prospectus on Form S-8
relating to offers and sales by certain of the Company's executive
officers and directors, who may be deemed "affiliates" of the
Company, of the Company's common stock that is held, or may be
acquired, upon the exercise of stock options and the vesting of
restricted common stock pursuant to the Company's Second Amended
and Restated 2005 Equity Incentive Plan.  The prospectus covers
129,169 shares of the Company's currently outstanding restricted
shares of common stock that are owned by the selling stockholders
and up to 979,568 shares issuable upon the exercise of currently
outstanding options.

The Company's common stock is quoted on the Nasdaq Global Market
under the symbol "NYNY".  On March 28, 2013, the closing sales
price for the Company's common stock on the Nasdaq Global Market
was $1.92 per share.

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

                         http://is.gd/y0YWiZ

                         About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts incurred a net loss applicable to common shares of
$2.26 million for the year ended Dec. 31, 2012, as compared with a
net loss applicable to common shares of $1.57 million during the
prior year.  The Company's balance sheet at Dec. 31, 2012, showed
$52.44 million in total assets, $27.63 million in total
liabilities and $24.81 million in total stockholders' equity.


ENERGY FUTURE: Unit Restructuring Won't Trigger Tax Liability
-------------------------------------------------------------
Energy Future Holdings Corp. may proceed with a proposed
restructuring of its unit without having to incur any tax
liability, according to a ruling by the Internal Revenue Service
on April 1, 2013.

An excess loss account and a deferred intercompany gain are
reflected in the tax basis of the Energy Future Competitive
Holdings Company stock held by its parent company, Energy Future
Holdings Corp.  The ELA, totaling approximately $19 billion, was
created in connection with the acquisition in 2007 of EFH Corp.
(formerly TXU Corp.) by certain investment funds affiliated with
Kohlberg Kravis Roberts & Co. L.P., TPG Global, LLC, and GS
Capital Partners, an affiliate of Goldman, Sachs & Co.  The DIG,
totaling approximately $4 billion, was created as a result of an
internal corporate reorganization prior to the 2007 acquisition of
EFH Corp.

The ELA and DIG could be triggered into taxable income in certain
situations, including a disposition by EFH Corp. of its stock in
EFCH.  The Company has evaluated various tax strategies to
eliminate the ELA and DIG without causing the recognition of tax
gain or loss.  During the third quarter of 2012, the Company
commenced a process to obtain a private letter ruling from the
IRS.

In the private PLR, the IRS resolved that consummation of certain
internal corporate transactions involving Energy Future Holdings
Corp. and Energy Future Competitive Holdings Company would
eliminate the ELA and the DIG without causing the recognition of
tax gain or loss.

EFH Corp. and EFCH expect to consummate the Proposed Transactions
during the second quarter of 2013.

The Proposed Transactions will have no effect on EFH Corp.'s or
EFCH's results of operations or financial statements.

                        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.

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

                         Bankruptcy Warning

Under the TCEH Senior Secured Facilities, Texas Competitive
Electric Holdings Company LLC, a direct, wholly-owned subsidiary
of EFCH, is required to maintain a consolidated secured debt to
consolidated EBITDA ratio below specified levels.  TCEH's ability
to maintain the consolidated secured debt to consolidated EBITDA
ratio below those levels can be affected by events beyond its
control, including, without limitation, wholesale electricity
prices and environmental regulations, and there can be no
assurance that TCEH will comply with this ratio.

At Dec. 31, 2012, TCEH's consolidated secured debt to consolidated
EBITDA ratio was 5.9 to 1.00, which compares to the maximum
consolidated secured debt to consolidated EBITDA ratio of 8.00 to
1.00 currently permitted under the TCEH Senior Secured Facilities.
The secured debt portion of the ratio excludes:

   (a) up to $1.5 billion of debt ($906 million excluded at
       Dec. 31, 2012) secured by a first-priority lien (including
       the TCEH Senior Secured Notes) if the proceeds of such debt
       are used to repay term loans or deposit letter of credit
       loans under the TCEH Senior Secured Facilities; and

   (b) debt secured by a lien ranking junior to the TCEH Senior
       Secured Facilities, including the TCEH Senior Secured
       Second Lien Notes.

In addition, under the TCEH Senior Secured Facilities, TCEH is
required to timely deliver to the lenders audited annual financial
statements that are not qualified as to the status of TCEH and its
consolidated subsidiaries as a going concern.

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

                           *     *     *

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.


ENERGY FUTURE: Confirms Bankruptcy Talks With Creditors
-------------------------------------------------------
Energy Future Holdings Corp., Energy Future Competitive Holdings
Company, Texas Competitive Electric Holdings Company LLC, and
Energy Future Intermediate Holding Company LLC disclosed in a
regulatory filing with the Securities and Exchange Commission that
they executed confidentiality agreements on March 18, 2013, with
certain unaffiliated holders of first lien senior secured claims
against EFCH, TCEH and certain of TCEH's subsidiaries to
facilitate discussions with the Creditors concerning the
Companies' capital structure.

Pursuant to the Confidentiality Agreements, the Companies agreed
to disclose publicly after the expiration of a period set forth in
the Confidentiality Agreements the fact that the Companies and the
Creditors have engaged in discussions concerning the Companies'
capital structure, as well as certain confidential information
concerning the Companies that the Companies have provided to the
Creditors.

                    Discussions with Creditors

As part of an ongoing liability management program commenced in
late 2009, EFH Corp. and its subsidiaries -- excluding Oncor
Electric Delivery Holdings Company LLC and its subsidiaries --
have explored ways to reduce the amount and extend the maturity of
their outstanding debt.  Since 2009, the Companies -- collectively
and individually -- have captured $2.5 billion of debt discount
and extended the maturities of approximately $25.7 billion of debt
to 2017-2021.  Although the Companies do not have material debt
maturities until October 2014, the Companies have continued to
consider and evaluate a number of transactions and initiatives to
address their highly leveraged balance sheets and significant cash
interest requirements.

Consistent with the ongoing liability management program, the
Companies and the Creditors recently engaged in discussions with
respect to the Companies' capital structure, including the
possibility of a restructuring transaction.  In these discussions,
the Companies shared with the Creditors non-public information,
including prospective financial information.  During the
discussions, proposed changes to the Companies' capital structure
described below were presented to the Creditors.  The Companies'
objectives in presenting these proposed changes were to create a
sustainable capital structure and maximize enterprise value by,
among other things:

     -- minimizing time spent in a restructuring through a
proactive and organized solution;

     -- minimizing any potential tax impacts of a restructuring;

     -- maintaining the Companies in one consolidated group;

     -- maintaining focus on operating EFH Corp.'s businesses; and

     -- maintaining the Companies' high-performing work force.

The Companies and the Creditors have not reached agreement on the
terms of any change in the Companies' capital structure. The
principals of the Companies and the Creditors are currently not
engaged in ongoing negotiations. The Companies (collectively and
individually) will continue to consider and evaluate a range of
future changes to their capital structure, in addition to the
proposed change described in the regulatory filing, as part of
their liability management program.

In addition, the Companies and EFH Corp.'s existing equity holders
-- Sponsors -- may engage from time to time in additional
discussions with the Creditors, other creditors of the Companies,
including creditors of TCEH, EFIH and EFH Corp., and their
professional advisors.  Such discussions may include proposed
changes to the Companies' capital structures. There can be no
guarantee that any future changes in the Companies' capital
structures will occur or, if any changes occur, that they will
occur, ultimately be successful, or produce the desired outcome.

                      Restructuring Proposal

The proposed changes to the Companies' capital structure discussed
with the Creditors included a consensual restructuring of TCEH's
approximately $32 billion of debt (as of December 31, 2012).
Specifically, to effect the Restructuring Proposal, EFCH, TCEH,
and certain of TCEH's subsidiaries would implement a prepackaged
plan of reorganization by commencing voluntary cases under Chapter
11 of the U.S. Bankruptcy Code. Under this proposed plan of
reorganization, the TCEH first lien creditors would exchange their
claims for a combination of EFH Corp. equity, in an amount to be
negotiated, and their pro rata share of $5.0 billion of cash or
new long-term debt of TCEH and its subsidiaries on market terms.
Following the issuance of EFH Corp. equity interests to the TCEH
first lien lenders under the proposed plan of reorganization, the
Sponsors would hold a to-be-negotiated amount of the equity
interests in EFH Corp.

Following implementation of the Restructuring Proposal, EFH Corp.
would continue to hold all of the equity interests in EFCH and
EFIH, EFCH would continue to hold all of the equity interests in
TCEH, and EFIH would continue to hold all of the equity interests
of Oncor Holdings. TCEH also would obtain access to $3.0 billion
of new liquidity through a $2.0 billion first lien revolver and a
$1.0 billion letter of credit facility. TCEH would also issue $5.0
billion of new long-term debt.

                         Sponsor Proposal

Substantially contemporaneously with the Companies' transmittal of
the Restructuring Proposal to the Creditors, the Sponsors informed
the Creditors that they would support the Restructuring Proposal
if the Sponsors retained 15% of EFH Corp.'s equity interests, with
the TCEH first lien creditors receiving, in the aggregate, the
remaining 85% of EFH Corp.'s equity interests, in each case
subject to dilution from any agreed-upon employee equity incentive
plan. The Sponsors also indicated, in connection with the
Creditors' consideration of the Restructuring Proposal, that the
Sponsors would be willing to contribute new equity capital to EFH
Corp. on customary terms for an investment of this type to
facilitate implementation of the Restructuring Proposal in an
amount that would provide substantial additional liquidity to EFH
Corp. and EFIH, provided that in such circumstances the Sponsors
would receive additional equity of EFH Corp. on account of such
new capital consistent with the relative valuations of TCEH and
EFH Corp.

The Companies and the Creditors have not reached agreement on the
terms of any change in the Companies' capital structure. However,
the Creditors conveyed to the Companies that they would be willing
to consider the Restructuring Proposal, if among other things, (i)
the Restructuring Proposal adequately addresses and compensates
Creditors for the risks and consequences of exchanging a portion
of the Creditors' senior secured claims against TCEH into EFH
Corp. equity, (ii) the amount of post-reorganization debt at TCEH
to be distributed to TCEH first lien creditors were materially
increased, (iii) in the allocation of EFH Corp.'s equity between
TCEH and EFH Corp. stated in the Sponsor Proposal, the value of
TCEH and EFH Corp. were materially modified such that the TCEH
first lien creditors would receive materially greater value, and
(iv) EFIH's negative free cash flow is addressed and a sustainable
debt capital structure is achieved for EFIH and EFH Corp. without
reliance on TCEH's cash flows.

The Companies expect to continue to explore all available
restructuring alternatives to facilitate the creation of
sustainable capital structures for the Companies and to otherwise
attempt to address the Creditors' concerns with the Restructuring
Proposal and Sponsor Proposal. The Creditors have directed their
advisors to continue to work with the Companies and their advisors
to explore further whether the parties can reach an agreement on
the terms of a consensual restructuring.

                  Kirkland, Evercore on Board

The Companies have retained Kirkland & Ellis LLP and Evercore
Partners to advise the Companies with respect to the potential
changes to the Companies' capital structure and to assist in the
evaluation and implementation of other potential restructuring
options.

The Creditors have retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Millstein & Co., L.P. to advise the Creditors and
to assist in the Creditors' evaluation of potential restructuring
options involving the Companies.

                       Financial Information

EFH Corp. and its subsidiaries generally do not publicly disclose
detailed prospective financial information. However, in connection
with their discussions with the Creditors, the Companies provided
certain financial information, consisting largely of forecasts, to
the Creditors pursuant to the Confidentiality Agreements.

Management of the Companies prepared the forecasts from certain
internal financial projections based on reasonable expectations,
beliefs, opinions, and assumptions of the Companies' management at
the time they were made. EFH Corp. also provided certain financial
forecasts for Oncor based upon information originally provided to
EFH Corp. by Oncor in the fourth quarter of 2012.  The forecasts
were not prepared with a view towards public disclosure and were
not prepared in accordance with generally accepted accounting
principles or published guidelines established by the American
Institute of Certified Public Accountants for preparation and
presentation of "prospective financial information".

None of the independent auditor of the Companies, the independent
auditor of Oncor, or any other independent accountant has
examined, compiled, or performed any procedures with respect to
the prospective financial information and, accordingly, none has
expressed any opinion or any other form of assurance on such
information or its achievability and none assumes any
responsibility for the prospective financial information.  A copy
of the regulatory filing, including financial information provided
to the Creditors, is available at http://is.gd/vV3Ywo

                        About Energy Future

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

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

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

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

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


ENERGY FUTURE: Mulls Bond Debt Payment in May to Delay Bankruptcy
-----------------------------------------------------------------
Mike Spector and Emily Glazer, writing for The Wall Street
Journal, report that people close to the situation said the former
TXU Corp., now called Energy Future Holdings Corp., plans to pay
roughly $270 million in interest due on its bonds May 1.  The
payment, the report says, could let the Company stave off a
bankruptcy filing for as long as another 18 months.

According to the Journal's sources, Energy Future plans to make
the payments partly because its advisers are in talks with
creditors on a so-called prearranged bankruptcy plan and need more
time to negotiate a debt-restructuring deal.  Those negotiations
are complicated, the report notes, because Energy Future carries
roughly $38 billion in debt and has a complex web of subsidiaries
and other corporate entities with varying financial obligations to
one another.

The Journal relates that Harvey Miller, Esq., at Weil, Gotshal &
Manges LLP, who isn't involved in the situation, said Energy
Future's plans to meet the debt payments suggest that its advisers
like their chances of reaching a prearranged-bankruptcy deal.
"The payment is in exchange for more time," he said.

Energy Future's next significant debt payment doesn't come due
until October 2014, when it must repay $3.8 billion in bank debt.
It must make some smaller additional interest payments along the
way, including this November.  According to the report, people
familiar with the company's thinking said Energy Future Holdings
has cash to make the interest payments, and that creditors could
have a tough time preventing the move, because the payments are
part of the company's ordinary financial obligations.

The company, or parts of it, likely would file for bankruptcy
protection well before October 2014, some of the people said, but
not for at least several months, the report relates.

The report also relates that according to people familiar with the
matter, Apollo Global Management LLC, Oaktree Capital Management,
Centerbridge Partners and GSO Capital Partners, the credit arm of
buyout firm Blackstone Group LP, all hold large chunks of Energy
Future Holdings' senior debt.  Many of these firms belong to a
group being advised by Jim Millstein, a restructuring expert who
helped the U.S. government revamp American International Group
Inc.

According to the Journal, people familiar with Apollo's thinking
said Apollo recently enlisted investment bank Moelis & Co. for
additional advice to ensure it gets as much attention as possible
on the case given its large debt holdings.

                        About Energy Future

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

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

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

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

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


ENERGYSOLUTIONS INC: Amends Energy Capital Partners Merger Pact
---------------------------------------------------------------
EnergySolutions, Inc., has signed an amendment to its definitive
acquisition agreement with a subsidiary of Energy Capital Partners
II, LLC, under which EnergySolutions' shareholders will now
receive $4.15 in cash for each share of common stock.

Carlson Capital, L.P., the largest beneficial institutional owner
of the Company's stock, who had previously voiced opposition to
the acquisition, has informed the Company that they intend to vote
in favor of the transaction based on the amended terms.

"We are extremely pleased to have reached this amended agreement
with Energy Capital," stated David Lockwood, CEO and President of
EnergySolutions.  "We strongly believe that this offer provides
compelling value for our shareholders and will enable us to
continue to execute on our strategic plan by providing the
investment capital to de-lever our balance sheet and grow our
business.  We have been able to visit with many of our larger
shareholders and value their support of this transaction."

"We have increased the purchase price principally to gain broader
support of shareholders for this transaction," said Tyler Reeder,
a Partner at ECP.  "The increased offer reflects our dedication to
EnergySolutions and the important work that they do."  ECP also
stated that the enhanced Merger Consideration constitutes a "best
and final" offer.

The ECP acquisition of EnergySolutions is subject to remaining
closing conditions, including regulatory approvals by the Nuclear
Regulatory Commission and the State of Utah as well as approval by
EnergySolutions' stockholders at the special stockholders meeting
on April 26, 2013.

Additional information about the transaction is available at:

                       http://is.gd/m0bkWN

A copy of the First Amendment to Merger Agreement is available at:

                       http://is.gd/dpqfsk

                       About EnergySolutions

Salt Lake City, Utah-based EnergySolutions offers customers a full
range of integrated services and solutions, including nuclear
operations, characterization, decommissioning, decontamination,
site closure, transportation, nuclear materials management, the
safe, secure disposition of nuclear waste, and research and
engineering services across the fuel cycle.

EnergySolutions reported net income of $3.92 million in 2012, as
compared with a net loss of $193.64 million in 2011.  The
Company's balance sheet at Dec. 31, 2012, showed $2.65 billion
in total assets, $2.35 billion in total liabilities and
$300.91 million in total stockholders' equity.

                         Bankruptcy Warning

"Our senior secured credit facility contains financial covenants
requiring us to maintain specified maximum leverage and minimum
cash interest coverage ratios.  The results of our future
operations may not allow us to meet these covenants, or may
require that we take action to reduce our debt or to act in a
manner contrary to our business objectives.

"Our failure to comply with obligations under our senior secured
credit facility, including satisfaction of the financial ratios,
would result in an event of default under the facilities.  A
default, if not cured or waived, would prohibit us from obtaining
further loans under our senior secured credit facility and permit
the lenders thereunder to accelerate payment of their loans and
not renew the letters of credit which support our bonding
obligations.  If we are not current in our bonding obligations, we
may be in breach of our contracts with our customers, which
generally require bonding.  In addition, we would be unable to bid
or be awarded new contracts that required bonding.  If our debt is
accelerated, we currently would not have funds available to pay
the accelerated debt and may not have the ability to refinance the
accelerated debt on terms favorable to us or at all particularly
in light of the tightening of lending standards as a result of the
ongoing financial crisis.  If we could not repay or refinance the
accelerated debt, we would be insolvent and could seek to file for
bankruptcy protection.  Any such default, acceleration or
insolvency would likely have a material adverse effect on the
market value of our common stock," the Company said in its annual
report for the year ended Dec. 31, 2012.

                           *     *     *

As reported in the Jan. 9, 2013 edition of the TCR, Standard &
Poor's Ratings Services placed its ratings, including its 'B'
corporate credit rating, on EnergySolutions on CreditWatch with
developing implications.

"The CreditWatch placement follows EnergySolutions' announcement
that it has entered into a definitive agreement to be acquired by
a subsidiary of Energy Capital Partners II," said Standard &
Poor's credit analyst Jim Siahaan.

EnergySolutions is permitted to engage in discussions with other
suitors, which may include other financial sponsors or strategic
buyers.


ENERGYSOLUTIONS INC: Largest Investor OKs Revised Merger Terms
--------------------------------------------------------------
Based on discussions with Energy Capital Partners II, LLC, and the
announcement by ECP to acquire shares of the Company's outstanding
common stock for $4.15 per share (representing an increase of $.40
per share from ECP's original offer price) pursuant to an
amendment to the Agreement and Plan of Merger, dated as of
April 5, 2013, Carlson Capital, L.P., and its affiliates now
intend to support the proposed Merger on its current terms.

In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Carlson Capital disclosed that, as of
April 5, 2013, it beneficially owns 8,934,587 shares of common
stock of EnergySolutions representing 9.8% of the shares
outstanding.

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

                        http://is.gd/ugTEhG

                       About EnergySolutions

Salt Lake City, Utah-based EnergySolutions offers customers a full
range of integrated services and solutions, including nuclear
operations, characterization, decommissioning, decontamination,
site closure, transportation, nuclear materials management, the
safe, secure disposition of nuclear waste, and research and
engineering services across the fuel cycle.

EnergySolutions reported net income of $3.92 million in 2012, as
compared with a net loss of $193.64 million in 2011.  The
Company's balance sheet at Dec. 31, 2012, showed $2.65 billion
in total assets, $2.35 billion in total liabilities and
$300.91 million in total stockholders' equity.

                         Bankruptcy Warning

"Our senior secured credit facility contains financial covenants
requiring us to maintain specified maximum leverage and minimum
cash interest coverage ratios.  The results of our future
operations may not allow us to meet these covenants, or may
require that we take action to reduce our debt or to act in a
manner contrary to our business objectives.

"Our failure to comply with obligations under our senior secured
credit facility, including satisfaction of the financial ratios,
would result in an event of default under the facilities.  A
default, if not cured or waived, would prohibit us from obtaining
further loans under our senior secured credit facility and permit
the lenders thereunder to accelerate payment of their loans and
not renew the letters of credit which support our bonding
obligations.  If we are not current in our bonding obligations, we
may be in breach of our contracts with our customers, which
generally require bonding.  In addition, we would be unable to bid
or be awarded new contracts that required bonding.  If our debt is
accelerated, we currently would not have funds available to pay
the accelerated debt and may not have the ability to refinance the
accelerated debt on terms favorable to us or at all particularly
in light of the tightening of lending standards as a result of the
ongoing financial crisis.  If we could not repay or refinance the
accelerated debt, we would be insolvent and could seek to file for
bankruptcy protection.  Any such default, acceleration or
insolvency would likely have a material adverse effect on the
market value of our common stock," the Company said in its annual
report for the year ended Dec. 31, 2012.

                           *     *     *

As reported in the Jan. 9, 2013 edition of the TCR, Standard &
Poor's Ratings Services placed its ratings, including its 'B'
corporate credit rating, on EnergySolutions on CreditWatch with
developing implications.

"The CreditWatch placement follows EnergySolutions' announcement
that it has entered into a definitive agreement to be acquired by
a subsidiary of Energy Capital Partners II," said Standard &
Poor's credit analyst Jim Siahaan.

EnergySolutions is permitted to engage in discussions with other
suitors, which may include other financial sponsors or strategic
buyers.


ENERGYSOLUTIONS INC: Copy of Revised Investor Presentation
----------------------------------------------------------
EnergySolutions, Inc., has amended its Form 8-K filed on April 1,
2013, with the Securities and Exchange Commission for the purpose
of correcting an error contained on Slide 9 of the Exhibit 99.1 -
EnergySolutions Investor Presentation regarding the attribution of
the quote from Feb. 27, 2011, appearing on that slide.  In the
EnergySolutions Investor Presentation furnished with the Form 8-K,
the quote was attributed to Al Kaschalk of Wedbush, but the quote
is correctly attributed to Charles Fishman of Pritchard.  There
are no other changes to the Form 8-K.

A copy of the corrected investor presentation is available at:

                        http://is.gd/TSp8Mt

                       About EnergySolutions

Salt Lake City, Utah-based EnergySolutions offers customers a full
range of integrated services and solutions, including nuclear
operations, characterization, decommissioning, decontamination,
site closure, transportation, nuclear materials management, the
safe, secure disposition of nuclear waste, and research and
engineering services across the fuel cycle.

EnergySolutions reported net income of $3.92 million in 2012, as
compared with a net loss of $193.64 million in 2011.  The
Company's balance sheet at Dec. 31, 2012, showed $2.65 billion
in total assets, $2.35 billion in total liabilities and
$300.91 million in total stockholders' equity.

                         Bankruptcy Warning

"Our senior secured credit facility contains financial covenants
requiring us to maintain specified maximum leverage and minimum
cash interest coverage ratios.  The results of our future
operations may not allow us to meet these covenants, or may
require that we take action to reduce our debt or to act in a
manner contrary to our business objectives.

"Our failure to comply with obligations under our senior secured
credit facility, including satisfaction of the financial ratios,
would result in an event of default under the facilities.  A
default, if not cured or waived, would prohibit us from obtaining
further loans under our senior secured credit facility and permit
the lenders thereunder to accelerate payment of their loans and
not renew the letters of credit which support our bonding
obligations.  If we are not current in our bonding obligations, we
may be in breach of our contracts with our customers, which
generally require bonding.  In addition, we would be unable to bid
or be awarded new contracts that required bonding.  If our debt is
accelerated, we currently would not have funds available to pay
the accelerated debt and may not have the ability to refinance the
accelerated debt on terms favorable to us or at all particularly
in light of the tightening of lending standards as a result of the
ongoing financial crisis.  If we could not repay or refinance the
accelerated debt, we would be insolvent and could seek to file for
bankruptcy protection.  Any such default, acceleration or
insolvency would likely have a material adverse effect on the
market value of our common stock," the Company said in its annual
report for the year ended Dec. 31, 2012.

                           *     *     *

As reported in the Jan. 9, 2013 edition of the TCR, Standard &
Poor's Ratings Services placed its ratings, including its 'B'
corporate credit rating, on EnergySolutions on CreditWatch with
developing implications.

"The CreditWatch placement follows EnergySolutions' announcement
that it has entered into a definitive agreement to be acquired by
a subsidiary of Energy Capital Partners II," said Standard &
Poor's credit analyst Jim Siahaan.

EnergySolutions is permitted to engage in discussions with other
suitors, which may include other financial sponsors or strategic
buyers.


ERF WIRELESS: Miles Bretsch Holds 9.6% Equity Stake at March 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Miles Bretsch disclosed that, as of March 31,
2013, she beneficially owns 739,588 shares of common stock of
ERF Wireless, Inc., representing 9.6% of the shares outstanding.
A copy of the filing is available at http://is.gd/tHVEmc

Based in League City, Texas, ERF Wireless, Inc., provides secure,
high-capacity wireless products and services to a broad spectrum
of customers in primarily underserved, rural and suburban parts of
the United States.

The Company's balance sheet at Sept. 30, 2012, showed
$6.45 million in total assets, $9.40 million in total liabilities,
and a $2.94 million total shareholders' deficit.

The Company incurred a consolidated net loss of $3.75 million for
the nine months ended Sept. 30, 2012, as compared with a
consolidated net loss of $2.32 million for the same period a year
ago.


EURAMAX HOLDINGS: Amends Form 10-K for Fiscal 2012
--------------------------------------------------
Euramax Holdings, Inc., has amended its annual report on Form 10-K
for the fiscal year ended Dec. 31, 2012, initially filed on
March 29, 2013, to correct certain information regarding Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters required by Part III, Item 12 of Form 10-K.

The amendment does not alter or update any other information
contained in the original filing, and the company has not updated
disclosures contained therein to reflect any events which occurred
at any date subsequent to the original filing.

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

                          http://is.gd/T6UtmW

                      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.

The Company's balance sheet at Sept. 30, 2012, showed $636.72
million in total assets, $712.54 million in total liabilities and
a $75.81 million total shareholders' deficit.

                           *     *     *

As of June 30, 2010, Euramax carries "Caa1" long-term debt ratings
from Moody's and "B-" long-term debt ratings from Standard &
Poor's.


FIFTH THIRD: Moody's Keeps Non-cumulative Stock's (P)Ba1 Rating
---------------------------------------------------------------
Moody's Investors Service assigned the shelf ratings of Fifth
Third Bancorp (FITB; senior unsecured rating of Baa1, stable). The
following shelf ratings were affirmed: senior unsecured of
(P)Baa1, subordinate of (P)Baa2, junior subordinate of (P)Baa3,
cumulative preferred stock of (P)Baa3 and non-cumulative preferred
stock of (P)Ba1.

In the same rating action, Moody's assigned a shelf rating for
Backed preferred stock of (P)Baa3 to the following trusts: Fifth
Third Capital Trust VIII, Fifth Third Capital Trust IX, Fifth
Third Capital Trust X, Fifth Third Capital Trust XI and Fifth
Third Capital Trust XII.

Moody's said that FITB's shelf ratings reflect the rating agency's
normal notching practices.

The principal methodology used in this rating was Moody's
Consolidated Global Bank Rating Methodology published in June
2012.

FITB is headquartered in Cincinnati, Ohio and reported assets of
$122 billion at December 31, 2012.


FIRST MARINER: Reports $699,000 Net Income in Fourth Quarter
------------------------------------------------------------
1st Mariner Bancorp reported net income of $699,000 on $13.02
million of total interest income for the three months ended
Dec. 31, 2012, as compared with a net loss of $3.97 million on
$11.98 million of total interest income for the same period during
the prior year.

For the year ended Dec. 31, 2012, the Company reported net income
of $16.11 million on $47.73 million of total interest income, as
compared with a net loss of $30.24 million on $47.50 million of
total interest income during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.37 billion
in total assets, $1.38 billion in total liabilities and a $8.37
million in total stockholders' deficit.

Mark A. Keidel, 1st Mariner's chief executive officer, said, "2012
was a year of significant accomplishments for 1st Mariner.  Our
overall financial results were substantially improved and reflect
the year's robust mortgage banking activities, lower charges
relating to problem assets as well as our operational efficiency
initiatives.  Importantly, we also increased our level of non CD
deposits."

Mr. Keidel added, "During the year, we originated a record $2.5
billion in gross origination volume for residential mortgages
which produced over $50.5 million in non-interest income.
Additionally our net charge offs in 2012 decreased just under $10
million while our cost of foreclosed properties declined $1.3
million.  Also during 2012, we continued to identify opportunities
for improvements in operational performance.  Among these
improvements was the consolidation of over 46,000 square feet of
office space as well as the successful conversion of our core data
processing system."

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

                        http://is.gd/NiQj8Q

                Retention Agreements with Executives

On April 3, 2013, First Mariner Bank, a wholly-owned subsidiary of
the Company, entered into Retention and Success Bonus Agreements
with Mark A. Keidel, president, chief operating officer and
interim chief executive officer of the Company and the Bank, and
Paul B. Susie, chief financial officer of the Company and the
Bank.

As incentive for continued employment with the Bank, the
Agreements will provide Messrs. Keidel and Susie with 12 monthly
payments of $5,000 and $3,000, respectively, begninning on or
about April 15, 2013.  In the event that either executive
voluntarily terminates his employment with the Bank prior to
April 1, 2014, or the Bank terminates the executive's employment
with just cause prior to April 1, 2014, the executives would be
responsible for repaying the amounts previously paid under the
Agreements.  If the executive's employment terminates without
cause prior to April 1, 2014, the full retention bonus amount
would be become immediately due and payable in full.

The Agreements also provide that Messrs. Keidel and Susie will
qualify for success bonus payments of $350,000 and $185,000,
respectively, if the Bank achieves the minimum capital ratios set
forth in the Cease and Desist Order issued by the Maryland
Commissioner of Financial Regulation and the Federal Deposit
Insurance Corporation.  In the Order, the FDIC and the
Commissioner directed the Bank to raise its leverage and total
risk-based capital ratios to 6.5% and 10%, respectively, by
March 31, 2010, and to 7.5% and 11%, respectively, by June 30,
2010.  At Dec. 31, 2013, the Bank's leverage and total risk-based
capital ratios were 3.8% and 7.3%, respectively.

                        About First Mariner

Headquartered in Baltimore, Maryland, First Mariner Bancorp
-- http://www.1stmarinerbancorp.com/-- is a bank holding company
whose business is conducted primarily through its wholly owned
operating subsidiary, First Mariner Bank, which is engaged in the
general general commercial banking business.  First Mariner was
established in 1995 and has total assets in excess of $1.3 billion
as of Dec. 31, 2010.

"Quantitative measures established by regulation to ensure capital
adequacy require the [First Mariner] Bank to maintain minimum
amounts and ratios of total and Tier I capital to risk-weighted
assets, and of Tier I capital to average quarterly assets," the
Company said in the filing.  "As of March 31, 2011, the Bank was
"under-capitalized" under the regulatory framework for prompt
corrective action."

For the year ended Dec. 31, 2011, Stegman & Company, in Baltimore,
Maryland, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company continued to incur significant net losses in
2011, primarily from loan losses and costs associated with real
estate acquired through foreclosure.  The Company has insufficient
capital per regulatory guidelines and has failed to reach capital
levels required in the Cease and Desist Order issued by the
Federal Deposit Insurance Corporation in September 2009.

                         Bankruptcy Warning

As of Dec. 31, 2011, the Bank's and the Company's capital levels
were not sufficient to achieve compliance with the higher capital
requirements the Company was required to have met by June 30,
2010.  The failure to meet and maintain these capital requirements
could result in further action by the Company's regulators.

In the September Order, the FDIC and the Commissioner directed the
Bank to raise its leverage and total risk-based capital ratios to
6.5% and 10%, respectively, by March 31, 2010 and to 7.5% and 11%,
respectively, by June 30, 2010.  The Company did not meet these
requirements.  The Company has been in regular communication with
the staffs of the FDIC and the Commissioner regarding efforts to
satisfy the higher capital requirements.

First Mariner currently does not have any material amounts of
capital available to invest in the Bank and any further increases
to the Company's allowance for loan losses and operating losses
would negatively impact the Company's capital levels and make it
more difficult to achieve the capital levels directed by the FDIC
and the Commissioner.

Because the Company has not met all of the capital requirements
set forth in the September Order within the prescribed timeframes,
the FDIC and the Commissioner could take additional enforcement
action against the Company, including the imposition of monetary
penalties, as well as further operating restrictions.  The FDIC or
the Commissioner could direct us to seek a merger partner or
possibly place the Bank in receivership.  If the Bank is placed
into receivership, the Company would cease operations and
liquidate or seek bankruptcy protection.  If the Company were to
liquidate or seek bankruptcy protection, First Mariner does not
believe that there would be assets available to holders of the
capital stock of the Company.


FNB UNITED: Reynolds Neely to Retire From Board of Directors
------------------------------------------------------------
FNB United Corp., the bank holding company for CommunityOne Bank,
N.A., and Bank of Granite, announced that R. Reynolds Neely, Jr.,
is retiring from the FNB United and CommunityOne Boards of
Directors, effective immediately prior to the 2013 Annual Meeting
of Shareholders, scheduled for June 20, 2013.  Mr. Neely has
served as a director of FNB United and CommunityOne since 1980,
and has been on the Audit Committee and the Enforcement Compliance
Committee.  Mr. Neely does not serve on the Bank of Granite Board
of Directors.  At the time of his retirement Mr. Neely will become
a director emeritus.

"We are grateful for Reynolds' long-standing service to our
company and the community, particularly during the last several
years as we were recapitalized and re-engaging with our customers,
particularly in our headquarters community of Asheboro," said
Brian Simpson, chief executive officer of the Company.  "We look
forward to his continuing insights as he transitions to an
emeritus status."

The Company's Board is nominating T. Gray McCaskill, CPCU, to
stand for election for director at the 2013 Annual Meeting of
Shareholders to fill the vacancy created by the retirement of Mr.
Neely.  Mr. McCaskill is Chief Executive Officer of Senn Dunn
Insurance, Greensboro, North Carolina, which is the largest
privately owned insurance agency in North Carolina.  If elected,
Mr. McCaskill will also serve on the Board of CommunityOne Bank,
and serve on the Audit Committee and the Enforcement Compliance
Committee of both boards.

"We are excited that Gray has agreed to stand for election to the
Company's Board," said Bob Reid, president of the Company.  "His
enthusiasm for business development and his knowledge of the
various markets we serve in North Carolina will be a tremendous
asset to our company as we seek to build our business."

"I'm honored to be nominated for election to the Board of
Directors of FNB United Corp. and CommunityOne Bank," said
McCaskill.  "I am committed to helping the Company grow and
prosper, if given the opportunity to serve."

The Company also announced that its Board has approved changing
the name of the Company from FNB United Corp. to "CommunityOne
Bancorp".  This change in name will be effected through an
amendment to the Company's Articles of Incorporation, and is
subject to shareholder approval at the 2013 Annual Meeting of
Shareholders.  The name change is intended to align the name and
brand of the Company with that of its primary bank subsidiary,
CommunityOne Bank, N.A., which was rebranded in February.

"With our new brand and pending merger with Bank of Granite, the
time is right to change the name," said Bob Reid.  "CommunityOne"
reflects our identity and future direction as a state-wide
community bank which focuses on customers as its number one
priority.

"We also are pleased that we will be able to change our stock
symbol on the NASDAQ stock market to "COB," added Brian Simpson.
"We look forward to rolling out the new brand after the annual
meeting."

                          About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

FNB United incurred a net loss of $40 million in 2012, a net loss
of $137.31 in 2011, and a net loss of $131.82 million in 2010.
The Company's balance sheet at Dec. 31, 2012, showed $2.15 billion
in total assets, $2.05 billion in total liabilities and
$98.44 million in total shareholders' equity.


FOUR OAKS: Cherry Bekaert Replaces Dixon Hughes as Accountants
--------------------------------------------------------------
Four Oaks Fincorp, Inc., dismissed Dixon Hughes Goodman LLP as the
Company's independent registered public accounting firm, and on
April 4, 2012, the Company engaged Cherry, Bekaert & Holland,
L.L.P., as its independent registered public accounting firm for
the fiscal year ending Dec. 31, 2013.  The decision to change
independent registered public accounting firms was approved by the
Audit and Risk Committee of the Company's Board of Directors.

DHG's reports on the financial statements of the Company for the
fiscal years ended Dec. 31, 2012, and 2011 did not contain an
adverse opinion or a disclaimer of opinion, and were not qualified
or modified as to uncertainty, audit scope, or accounting
principles.

During the Company's two most recent fiscal years ended Dec. 31,
2012, and 2011 and the subsequent interim period through the date
of DHG's dismissal, there were (i) no disagreements between the
Company and DHG on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedures, which disagreements, if not resolved to the
satisfaction of DHG, would have caused DHG to make reference to
the subject matter of the disagreements in connection with its
reports; and (ii) except with respect to the material weaknesses,
no "reportable events" within the meaning set forth in Item
304(a)(1)(v) of Regulation S-K.  As previously disclosed, in
connection with the preparation of the financial statements of the
Company for the quarters ended March 31, 2011, and June 30, 2011,
the Company's management concluded that certain material
weaknesses in the Company's internal control over financial
reporting existed. These material weaknesses related to effective
identification and valuation of impaired loans, certain
reconciliation and review procedures specific to the determination
of the allowance for loan losses, and effective and timely
valuation adjustments pertaining to foreclosed assets.  The
Company's management determined that these material weaknesses had
been remediated as of Sept. 30, 2011, and did not report any
material weaknesses in its Management's Report on Internal Control
Over Financial Reporting included in Part II, Item 9A of the
Company's Annual Report on Form 10-K for the year ended Dec. 31,
2011.  The Audit and Risk Committee has discussed the material
weaknesses with DHG and has authorized DHG to respond fully to the
inquiries of CBH concerning such material weaknesses and any other
matters.

During the Company's two most recent fiscal years ended Dec. 31,
2012, and 2011 and the subsequent interim period through the date
of CBH's engagement, the Company did not consult with CBH
regarding (i) the application of accounting principles to a
specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's financial
statements, and CBH did not provide either a written report or
oral advice to the Company that CBH concluded was an important
factor considered by the Company in reaching a decision as to any
accounting, auditing, or financial reporting issue; or (ii) any
matter that was either the subject of any "disagreement".

                          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.

The Company said in its quarterly report for the period ended
March 31, 2012, that "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, as described in Notes I
and J.  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."

The Company reported a net loss of $9.1 million in 2011, compared
with a net loss of $28.3 million in 2010.

Four Oaks' balance sheet at Sept. 30, 2012, showed $907.16 million
in total assets, $878.40 million in total liabilities and $28.76
million in total shareholders' equity.


FREESEAS INC: Regains Compliance with NASDAQ's Closing Price Rule
-----------------------------------------------------------------
FreeSeas Inc. has received a letter from NASDAQ, indicating that
the Company has regained compliance with the $1.00 per share
minimum closing bid price requirement for continued listing on the
NASDAQ Capital Market, pursuant to the NASDAQ marketplace rules.
Since Feb. 19, 2013, FreeSeas was eligible for an additional 180
calendar day period to regain compliance.  For at least 10
consecutive business days from March 6, 2013, to April 2, 2013,
the closing bid price has been at $1.00 per share or greater.
NASDAQ indicated within its letter that since the Company has
regained compliance with Listing Rule 5450(a)(1), this matter is
now closed.

                         About FreeSeas Inc.

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

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

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

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


GENERAL MOTORS: Reaches $5.5MM Accord Over Onondaga Lake Cleanup
----------------------------------------------------------------
The Associated Press reports that the bankruptcy estate of General
Motors reached a $5.5 million settlement with federal authorities
over pollution in central New York's Onondaga Lake.

According to the AP, U.S. Attorney Preet Bharara says the
agreement was reached in U.S. Bankruptcy Court with the trust
handling GM's affairs.

The report says the settlement adds to $39.2 million the trust
agreed to pay the Environmental Protection Agency to help clean up
PCBs and other pollutants discharged into the lake.  A $451
million project to dredge contaminated settlement from the
Superfund site is in its second year.

                     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.


GMX RESOURCES: Common & Preferred Stock Cease Trading on NYSE
-------------------------------------------------------------
GMX Resources Inc., on April 1, 2013, received a letter from The
New York Stock Exchange notifying the Company that in accordance
with Listed Company Manual Section 802.01D, the staff of the NYSE
has determined that the Company's common stock, par value $0.001
per share and the Company's 9.25% Series B Cumulative Preferred
Stock, par value $0.001 per share will be delisted from NYSE.

The NYSE staff reached its decision based upon the Company's
voluntary bankruptcy filing and the uncertainty as to the timing
and outcome of the bankruptcy process, as well as the ultimate
effect of this process on the Company's common stockholders.

Given the continued listing requirements, the early status of the
bankruptcy case and the demands the bankruptcy case has posed on
the Company's resources, the Company does not plan to appeal the
NYSE's determination to delist the Company's common stock and
preferred stock.  Accordingly, trading of the Company's common
stock and preferred stock was suspended on April 1, 2013.

                        About GMX Resources

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

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

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

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

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


GMX RESOURCES: Anthony Melchiorre Holds 6.8% Stake at April 1
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exhange Commission, Anthony Melchiorre and Chatham Asset
Management, LLC, disclosed that, as of April 1, 2013, they
beneficially own 505,198 shares of common stock of GMX Resources
Inc. representing 6.82% of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/jbazAD

                        About GMX Resources

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

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

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

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

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


GOKO RESTAURANT: May Cancel or Sell Some Store Leases
-----------------------------------------------------
Andrew Gomes, writing for the Honolulu Star Advertiser, reports
that GoKo Restaurant Enterprises LLC, which operates Hawaii's four
Sizzler restaurants, has filed for Chapter 11 bankruptcy and
indicated it might cancel or sell some of its store leases.


GRAYMARK HEALTHCARE: Issues $351,709 Promissory Note to Guarantor
-----------------------------------------------------------------
Graymark Healthcare, Inc., on April 2, 2013, issued a promissory
note in the original principal amount of $351,709 in favor of Roy
T. Oliver.  The principal amount of the Note represents the amount
Mr. Oliver, a Guarantor under the Loan Agreement, paid to Arvest
in satisfaction of principal and interest payments that the
Company was required to make.

The Note bears interest at an annual rate of 8.0% and is unsecured
and subordinated to the Loan Agreement.  In the event the Company
defaults on the Note, and the event of default is not cured in a
timely manner, the lender has the right to declare the outstanding
principal and accrued and unpaid interest immediately due and
payable.  Events of default under the Note include the failure of
the Company to pay the Note when due, the Company's assignment for
the benefit of creditors or admission of its inability to pay
debts as they become due, the commencement of bankruptcy or
similar proceedings by or against the Company or an event of
default occurs under the Loan Agreement.  The Note matures on
June 30, 2013, provided that, if the Loan Agreement as in effect
on that maturity date does not permit the Company to repay the
Note, then the maturity date is continued until such time as the
Arvest loan is refinanced or the provisions of the Loan Agreement
permits repayment.

                      About Graymark Healthcare

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

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

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

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

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

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


GREENSHIFT CORP: Restates 2011 Annual Report
--------------------------------------------
Greenshift Corporation's management concluded that the financial
statements of the Company for the year ended Dec. 31, 2011, that
were included in the Company's annual report on Form 10-K for that
period should no longer be relied upon.  The conclusion was based
on the discovery of a miscalculation in the Company's weighted
average common shares - diluted on the Consolidated Statements of
Operations for the year ended Dec. 31, 2011.

The 2011 Consolidated Statement of Operations has been restated in
the Company's Annual Report on Form 10-K for the year ended
Dec. 31, 2012, filed on April 1, 2013.  The following table shows
the effect of the restatement.

                                    Year Ended Dec. 31, 2011
                                As reported       As restated
  Statement of Operations       -----------      -------------
  -----------------------
Weighted average common shares
outstanding - diluted            16,695,099       1,502,132,224

Earnings per share - diluted:

Income from continuing operations   $  0.61          $  0.01
Net income per share - diluted      $  0.62          $  0.01

                   About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.

Greenshift reported net income of $2.46 million for the year ended
Dec. 31, 2012, as compared with net income of $7.90 million during
the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $8.41 million
in total assets, $47.90 million in total liabilities and a $39.48
million total stockholders' deficit.

Rosenberg Rich Baker Berman & Company, in Somerset, NJ, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company had $2,030,577 in cash, and
current liabilities exceeded current assets by $41,087,222 as of
Dec. 31, 2012.  In addition...the Company could be subject to
default of its senior debt obligation in 2013 if a condition to a
forbearance agreement that is not within the Company's control is
not satisfied.  These conditions raise substantial doubt about its
ability to continue as a going concern.


GREEN ENDEAVORS: Incurs $140,000 Net Loss in Sept. 30 Quarter
-------------------------------------------------------------
Green Endeavors, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $140,038 on $780,597 of total revenue for the three months
ended Sept. 30, 2012, as compared with net income of $14,958 on
$707,763 of total revenue for the same period during the prior
year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $527,304 on $2.27 million of total revenue, as
compared with a net loss of $154,135 on $2.05 million of total
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $956,728 in
total assets, $4.47 million in total liabilities, and a
$3.52 million total stockholders' deficit.

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

                        http://is.gd/hJawQ3

                       About Green Endeavors

Green Endeavors, Inc., through its two wholly-owned subsidiaries,
Landis Salons, Inc., and Landis Salons II, Inc., operates two
full-service hair and retail salons featuring the Aveda(TM) line
of products. In August 2010, the Company determined that Newby
Salons, LLC, which operated its Bountiful salon, did not meet the
Company's operational performance or real estate requirements and
was closed.  On Dec. 1, 2010, Newby Salons, LLC was sold.

The Company reported a net loss of $276,264 on $2.8 million of
total revenue for 2011, compared with net income of $13,939 on
$2.3 million of total revenue for 2010.

In the auditiors' report accompanying the 2011 financial results,
Madsen & Associates CPA's, Inc., in Salt Lake City, Utah,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company will need additional working capital for its planned
activity and to service its debt.


GUIDED THERAPEUTICS: Amends Registration Statements with SEC
------------------------------------------------------------
Guided Therapeutics, Inc., filed post-effective amendments to the
following registration statements registering:

   (a) 3,130,545 shares of common stock;
   (b) 1,820,000 Shares of Common Stock; and
   (c) 15,167,448 shares of common stock.

The purpose of the amendments was to (i) include the information
contained in the Company's Annual Report on Form 10-K for the
fiscal year ended Dec. 31, 2012, filed on March 27, 2013, and (ii)
make certain other updating revisions.

Copies of the amended prospectus are available for free at:

                         http://is.gd/06LJva
                         http://is.gd/rMcF4X
                         http://is.gd/Xu5N33

                      About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

The Company reported a net loss of $6.64 million in 2011, compared
with a net loss of $2.84 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$4.77 million in total assets, $2.64 million in total liabilities
and $2.12 million in total stockholders' equity.

In its report on the Company's 2011 Form 10-K, UHY LLP, in
Sterling Heights, Michigan, noted that the Company's recurring
losses from operations and accumulated deficit raise substantial
doubt about its ability to continue as a going concern.

                        Bankruptcy Warning

"At September 30, 2012, the Company had working capital of
approximately $607,000 and it had stockholders' equity of
approximately $2.0 million, primarily due to the recurring losses,
offset in part by the recognition of the warrants exchanged as
part of the Warrant Exchange Program.  As of September 30, 2012,
the Company was past due on payments due under its notes payable
in the amount of approximately $406,000.

"The Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the first quarter of 2013, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support,
such as under its development agreement with Konica Minolta and
additional NCI or other grant funding.  However, there can be no
assurance that such external financial support will be sufficient
to maintain even limited operations or that the Company will be
able to raise additional funds on acceptable terms, or at all.  In
such a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection."


HALLWOOD GROUP: Incurs $6.1 Million Net Loss in Fourth Quarter
--------------------------------------------------------------
The Hallwood Group Incorporated reported a net loss of $6.10
million on $30.31 million of revenue for the quarter ended
Dec. 31, 2012, as compared with a net loss of $2.15 million on
$38.38 million of revenue for the same period during the prior
year.

Hallwood Group incurred a net loss of $17.94 million on $130.52
million of textile products sales for the year ended Dec. 31,
2012, as compared with a net loss of $6.33 million on $139.49
million of textile product sales during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $70.97
million in total assets, $29.77 million in total liabilities and
$41.19 million in total stockholders' equity.

Deloitte & Touche LLP, in Dallas, 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 dependent on its subsidiary to receive the cash
necessary to fund its ongoing operations and obligations.  It is
uncertain whether the subsidiary will be able to make payment of
dividends to its fund ongoing operations.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

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

                         http://is.gd/Uluw4p

                         About Hallwood Group

Dallas, Texas-based The Hallwood Group Incorporated (NYSE MKT:
HWG) operates as a holding company.  The Company operates its
principal business in the textile products industry through its
wholly owned subsidiary, Brookwood Companies Incorporated.

Brookwood is an integrated textile firm that develops and produces
innovative fabrics and related products through specialized
finishing, treating and coating processes.

Prior to October 2009, The Hallwood Group Incorporated held an
investment in Hallwood Energy, L.P. ("Hallwood Energy").  Hallwood
Energy was a privately held independent oil and gas limited
partnership and operated as an upstream energy company engaged in
the acquisition, development, exploration, production, and sale of
hydrocarbons, with a primary focus on natural gas assets.  The
Company accounted for the investment in Hallwood Energy using the
equity method of accounting.  Hallwood Energy filed for bankruptcy
in March 2009.  In connection with the confirmation of Hallwood
Energy's bankruptcy in October 2009, the Company's ownership
interest in Hallwood Energy was extinguished and the Company no
longer accounts for the investment in Hallwood Energy using the
equity method of accounting.


HEALTHWAREHOUSE.COM INC: Borrows $500,000 From Melrose Capital
--------------------------------------------------------------
HealthWarehouse.com, Inc., and its wholly-owned subsidiaries,
Hwareh.com, Inc., and Hocks.com, Inc., entered into a Promissory
Note and a Security Agreement with Melrose Capital Advisors, LLC.
Under the terms of the Note, the Company borrowed $500,000 from
the Lender on March 28, 2013.  The proceeds of the Loan will be
used by the Company for working capital purposes.

The Loan bears interest at a floating rate equal to the prime rate
plus 4.25% per annum.  Interest is payable monthly beginning
May 1, 2013.  The maturity date of the Loan is March 1, 2015.
Under the terms of the Security Agreement, the Company granted the
Lender a first priority security interest in all of the Company's
assets, in order to secure the Company's obligation to repay the
Loan.  The Note and Security Agreement contain customary
affirmative and negative covenants, including covenants
restricting the Company's ability to take certain actions without
the Lender's consent, such as incurring additional indebtedness,
transferring or encumbering assets, paying dividends or making
certain other payments, and acquiring other businesses.  The
payment of the Loan may be accelerated prior to its maturity date
upon certain specified events of default, including failure to
pay, bankruptcy, breach of covenant, and breach of representations
and warranties.

In consideration of the Loan, the Company granted the Lender a
warrant to purchase 750,000 shares of HealthWarehouse.com, Inc.'s
$0.001 par value common stock at a purchase price of $0.35 per
share.  The Warrant may be exercised in whole or in part and from
time to time for a term of five years from its grant date.  The
Warrant contains a cashless exercise feature and certain customary
anti-dilution adjustment provisions.  The Warrant is transferable
in whole or in part, so long as the transfer complies with
applicable securities laws.  The Lender exercised the Warrant on
April 1, 2013, in a "cashless" transaction, and will receive
573,826 "net" shares of Common Stock.

                     About HealthWarehouse.com

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

The Company's balance sheet at June 30, 2012, showed $2.24 million
in total assets, $6.82 million in total liabilities, $752,226 in
redeemable preferred stock, and a $5.33 million total
stockholders' deficiency.  The Company reported a net loss of
$5.71 million in 2011, compared with a net loss of $3.69 million
in 2010.

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


HOLYOKE MEDICAL: Fitch Affirms 'BB' Rating on $4.5MM Revenue Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating for the following bonds
issued on behalf of Holyoke Medical Center (formerly known as
Holyoke Hospital [Holyoke]), an affiliate of Valley Health System
(VHS):

-- $4,545,000 Massachusetts Health and Educational Facilities
    Authority Revenue Bonds, Holyoke Hospital Issue, Series B,
    1994

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a lien on the gross receipts of the
obligated group and a debt service reserve fund.

KEY RATING DRIVERS

SUSTAINED OPERATING PROFITABILITY: Operating margin improved to
4.4% in fiscal 2012 (Sept. 30 year end) up from 1.1% in fiscal
2011. Positive financial results continue to be driven by funds
from the Medicaid Section 1115 Waiver ($8.1 million in fiscal
2012). The program is expected to remain stable for the current
fiscal year and fiscal 2014.

LIGHT DEBT BURDEN: Maximum annual debt service (MADS) remains low
at 2.0% of operating revenue through the three-month fiscal 2013
interim period (obligated group only) and MADS coverage was an
excellent 3.3x EBITDA. VHS' outstanding bonds will mature in 2015.

MIXED LIQUIDITY: Unrestricted cash and investments remain solid
relative to debt at 141% of cash to debt at Dec. 31, 2012, but
weak relative to operating expenses with a low 43.8 days cash. The
stronger financial results have helped VHS modestly build its
liquidity.

DEFERRED CAPITAL SPENDING: A high average age of plant of
24.7 years and light historic capital spending remain credit
concerns as they are indicative of deferred capital projects.

RATING SENSITIVITIES

Supplemental Funding: The supplemental Medicaid funding program
that is providing VHS with its solid operating performance will
change in 2015. Fitch expects some funding to remain in place but
the level of funding is currently unknown. The affirmation at the
current rating in spite of strong financial ratios reflects this
uncertainty, as well as VHS' deferred capital spending. VHS'
underlying operations without the funding would be negative and
even a small drop in funding would affect financial results.

CREDIT PROFILE

The 'BB' rating reflects improved operating profitability and a
light debt burden with strengthened debt service coverage offset
by reliance on supplemental funding programs and deferment of
capital spending.

Fitch's analysis is based upon the consolidated financial
statements of Valley Health System, Inc. and Affiliates (VHS), the
parent and sole corporate member of Holyoke Medical Center
(formerly known as Holyoke Hospital). Holyoke Hospital is a
community hospital located in Holyoke, MA, approximately 10 miles
north of Springfield, MA. Holyoke is the sole member of the
obligated group for the series B bonds and accounted for
approximately 85% of VHS's fiscal 2012 operating revenue. Total
VHS operating revenue was $144.2 million in fiscal 2012.

Despite the continued decrease of inpatient volumes in fiscal
2012, profitability improved due to receipt of $8 million in
Medicaid Section 1115 Waiver funds. As a result, operating margin
improved to 4.4% in fiscal 2012 from 1.1% in fiscal 2011.
Operating performance continues to be hampered by losses at the
system's medical group due to physician subsidies. The medical
group posted an operating loss of $3 million in fiscal 2012.

VHS's manageable and declining debt burden remains a primary
positive credit factor. MADS equaled a light 2% of revenues
through the three month fiscal 2013 interim period. As the 2015
maturity date of the series B bonds approaches, MADS will continue
to decline which should further improve coverage. VHS is
finalizing a capital lease for CT scanners, but that should not
materially increase VHS' debt burden.

In addition to the continued losses at the medical group, credit
concerns include a very high average age of plant of 24.7 years.
The combination of the high average age of plant and capital
spending, which has averaged a light 78.3% of depreciation expense
since fiscal 2008, is indicative of deferred capital projects.
Holyoke has indefinitely postponed plans to construct a new
emergency department. Management is not planning to undertake any
major capital projects in the near term.

The Stable Outlook is based upon Fitch's expectation that Holyoke
will continue to receive Section 1115 waiver funding in fiscal
years 2012 through 2014 and that VHS's debt burden will remain
light.

Holyoke covenants to provide quarterly and annual financial
disclosure to the trustee and to bondholders upon request.
However, the documents governing the rated issue predate Rule
15c2-12 and Holyoke does not provide disclosure through the
Municipal Securities Rulemaking Board's EMMA system, which Fitch
views negatively.


HORIYOSHI WORLDWIDE: Effects 12-for-1 Reverse Stock Split
---------------------------------------------------------
Horiyoshi Worldwide, Inc., effectuated a reverse split of its
common shares whereby every 12 old shares of common stock were
exchanged for one new share of the Company's common stock.  As a
result, the issued and outstanding shares of common stock of the
Company decreased from 9,685,333 shares prior to the Reverse Split
to 807,111 shares following the Reverse Split.  FINRA confirmed
approval of the Reverse Split on April 2, 2013, payable as a
dividend to shareholders, and the Reverse Split became effective
on April 3, 2013.  The Reverse Split shares are payable upon
surrender of certificates to the Company's transfer agent.

Effective April 3, 2013, the Company's symbol will change to HHWWD
to reflect the Reverse Split and 20 days thereafter, the "D" will
be removed and the symbol will return to HHWW.

                     About Horiyoshi Worldwide

Los Angeles, Calif.-based Horiyoshi Worldwide, Inc., is a clothing
and accessories design and distribution company whose products are
inspired by the artwork of Japanese master tattoo artist Yoshihito
Nakano -- better known as Horiyoshi III.

As reported in the TCR on April 9, 2012, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about Horiyoshi
Worldwide's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has accumulated losses
of $3,732,640 since inception.

The Company's balance sheet at Sept. 30, 2012, showed $2.0 million
in total assets, $1.8 million in total current liabilities, and
stockholders' equity of $191,447.


I KUSHNIR HOTELS: Development Firm Files Ch.11 in Fort Lauderdale
-----------------------------------------------------------------
I. Kushnir Hotels, Inc., based in Hollywood, Florida, filed for
Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 13-18034) in Fort
Lauderdale on April 9, 2013, listing $5,779,432 in assets and
$3,983,266 in liabilities.  Bankruptcy Judge Raymond B. Ray
presides over the case.  David W. Langley, Esq., serves as the
Debtor's chapter 11 counsel.

Paul Brinkmann, writing for the South Florida Business Journal,
reports that I. Kushnir Hotels is a development company.  It owns
three parcels of property near Hollywood Beach -- 601 S Ocean
Drive, 340 Desoto St., and 335 Monroe St.

A list of the Company's 19 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/flsb13-18034.pdf The petition was signed
by Israel Kushnir, president.


IMH FINANCIAL: To Acquire $60MM Assets in Satisfaction of Debt
--------------------------------------------------------------
IMH Financial Corporation, through various subsidiaries, entered
into an agreement with an existing borrower group to, at the
option of the Company, transfer to the Company ownership of
certain assets in satisfaction of the related loans with a net
carrying value of approximately $60 million and release the
borrower group from further liability.  The Company expects to
complete its due diligence in less than 60 days.

If the Company chooses to exercise its option, the assets to be
acquired, subject to existing liabilities, will include the
following:

   * certain real property, including all improvements thereon,
     including two operating hotels located in Arizona;

   * a 28-lot residential subdivision located in Arizona; and

   * various leasehold and other interests in multiple leases
     relating primarily to the operations of the operating hotels.

As additional consideration for the transactions set forth in the
agreement, certain related parties of the borrower group have
agreed to provide interim management services for the operating
hotels for a specified term following the closing based upon terms
customary and reasonable for those services which will be set
forth in interim management agreements.

                         About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

The Company is a commercial real estate lender based in the
southwest United States with over 12 years of experience in many
facets of the real estate investment process, including
origination, underwriting, documentation, servicing, construction,
enforcement, development, marketing, and disposition.  The Company
focuses on a niche segment of the real estate market that it
believes is underserved by community, regional and national banks:
high yield, short-term, senior secured real estate mortgage loans.
The intense level of underwriting analysis required in this
segment necessitates personnel and expertise that many community
banks lack, yet the requisite localized market knowledge of the
underwriting process and the size of the loans the Company seeks
often precludes the regional and community banks from efficiently
entering this market.

The Company reported a net loss of $35.19 million in 2011, a net
loss of $117.04 million in 2010, and a net loss of $74.47 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $228.93
million in total assets, $86.63 million in total liabilities and
$142.30 million in total stockholders' equity.


IMH FINANCIAL: To Acquire L'Auberge de Sedona and Orchards Inn
--------------------------------------------------------------
IMH Financial Corporation, through various subsidiaries, entered
into an agreement to acquire the hotel properties L'Auberge de
Sedona and Orchards Inn, 28 residential lots in a 38-lot scenic
canyon subdivision abutting the National Forest, as well as other
related assets, all located in Sedona, Arizona.

Will Meris, president of IMH, had this to say: "Our relationship
with the current owners of the Sedona properties has spanned
several years, during which time we have provided the capital
resources to renovate and enhance the hotels.  We believe
L'Auberge represents the pinnacle of 'premier luxury hospitality'
and we look forward to working with the existing staff to
continually exceed the expectations of hotel guests.  During the
ownership transition period, we anticipate working closely with
the current owners and management, who will remain integrally
involved with hotel operations.  Additionally, IMH has retained
the services of Ernst & Young's Hospitality Specialty Practice,
who will assist with our goal of maintaining and improving the
national and international reach of these luxury assets."

Al Spector, current principal owner of the hotels, lauds the
support of IMH, "Through the recent recession, our relationship
with IMH allowed us to complete wonderful improvements to the
properties and has contributed greatly to our unrelenting
objective of making L'Auberge and the Orchards the world-class
destinations they are today.  L'Auberge's many awards are the
legacy upon which IMH can continue to build, as they work to
advance L'Auberge to a larger world stage."

                     About L'Auberge de Sedona

Nestled amongst the forest of towering pines and majestic red rock
formations of Sedona, the four-diamond L'Auberge de Sedona hotel
consists of 87 total units, including 32 newly constructed
cottages and 55 recently renovated guestrooms and cottages, spread
out among eleven elegantly landscaped acres.  Thanks in large part
to its luxurious amenities, excellent service, and iconic
location, L'Auberge has earned an award-winning reputation and has
collected multiple industry accolades over the years, regularly
achieving an elevated ranking amongst the hospitality sector's
elite, including: "Top Resorts in the Continental US for 2012"
(ranked #18) - Travel + Leisure; and "World's 500 Best Hotels for
2013" - Travel + Leisure.

Famously perched atop the banks of the winding Oak Creek,
L'Auberge is as picturesque as it is conveniently located.
Proximate to many of Sedona's most renowned leisure and
entertainment destinations, L'Auberge also features award-winning
on-site dining options, spa facilities and indoor/outdoor function
space.  It is home to the L'Auberge Restaurant, a Mediterranean-
inspired American restaurant named "One of the Top Ten Restaurants
in the Southwest" by Conde Nast Traveler.  Offering both indoor
seating and outdoor, creek-side dining, patrons can soak in
spectacular views while enjoying some of the finest cuisine Sedona
has to offer.

                         About Orchards Inn

Orchards Inn is a 42-room, upscale hotel located on approximately
one acre adjacent to L'Auberge de Sedona.  Built in 1975, Orchards
Inn features large, recently renovated guestrooms in a convenient
location in the heart of Uptown Sedona.

The hotel's spacious guest quarters feature private balconies with
unobstructed panoramic views of Sedona's magnificent red rock
formations.  Orchards also recently added the Taos Cantina
restaurant, which contains 79 indoor seats and three outdoor
patios with 65 seats and incredible views.

Both properties are near numerous popular recreational and
cultural destinations such as national and state parks, hiking
trails, golf courses, shops, restaurants, art galleries and
museums.  L'Auberge and Orchards have each achieved strong
fundamental growth and increased market share over the years; a
trend that is expected to continue, as discriminating travelers
seek to realize the best of what Sedona has to offer in the way of
luxury hotel accommodations.

                           About Sedona

Sedona, Arizona, is considered one of the premier resort
destinations in the U.S., given its natural beauty and scenery,
proximity to area tourist attractions, and favorable climate.
Sedona features a wide array of attractions and activities,
including a unique combination of outdoor recreational, cultural
and spiritual activities that have helped it become a favored
resort destination among leisure travelers.

                        About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

The Company is a commercial real estate lender based in the
southwest United States with over 12 years of experience in many
facets of the real estate investment process, including
origination, underwriting, documentation, servicing, construction,
enforcement, development, marketing, and disposition.  The Company
focuses on a niche segment of the real estate market that it
believes is underserved by community, regional and national banks:
high yield, short-term, senior secured real estate mortgage loans.
The intense level of underwriting analysis required in this
segment necessitates personnel and expertise that many community
banks lack, yet the requisite localized market knowledge of the
underwriting process and the size of the loans the Company seeks
often precludes the regional and community banks from efficiently
entering this market.

The Company reported a net loss of $35.19 million in 2011, a net
loss of $117.04 million in 2010, and a net loss of $74.47 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $228.93
million in total assets, $86.63 million in total liabilities and
$142.30 million in total stockholders' equity.


INTELLIPHARMACEUTICS INT'L: Incurs $1MM Loss in Feb. 28 Qtr.
------------------------------------------------------------
Intellipharmaceutics International Inc. reported a net loss of
US$1.09 million on US$0 of revenue for the three months ended
Feb. 28, 2013, as compared with a comprehensive loss of
US$2.13 million on US$107,091 of revenue for the period ended Feb.
29, 2012.

The Company's balance sheet at Feb. 28, 2013, showed
US$2.55 million in total assets, US$5.20 million in total
liabilities and a $2.65 million shareholders' deficiency.


"In order for the Company to continue operations at existing
levels, the Company expects that over the next twelve months the
Company will require significant additional capital.  While the
Company expects to satisfy its operating cash requirements for at
least the next twelve months from cash on hand, collection of
anticipated revenues resulting from future commercialization
activities, development agreements or marketing license
agreements, through managing operating expense levels, funds from
senior management through the convertible debenture described
elsewhere herein, equity and/or debt financings, and/or new
strategic partners funding some or all costs of development, there
can be no assurance that the Company will be able to obtain any
such capital on terms or in amounts sufficient to meet its needs
or at all.  The availability of financing will be affected by,
among other things, the results of the Company's research and
development, its ability to obtain regulatory approvals, the
market acceptance of its products, the state of the capital
markets generally, strategic alliance agreements, and other
relevant commercial considerations.  In addition, if the Company
raises additional funds by issuing equity securities, its then
existing security holders will likely experience dilution, and the
incurring of indebtedness would result in increased debt service
obligations and could require the Company to agree to operating
and financial covenants that would restrict its operations.  In
the event that the Company does not obtain additional capital over
the next twelve months, there may be substantial doubt about its
ability to continue as a going concern and realize its assets and
pay its liabilities as they become due."

A copy of the Report is available for free at:

                         http://is.gd/U45ZVY

                           Voting Results

At the annual meeting of shareholders of Intellipharmaceutics
International held on March 28, 2013, Dr. Isa Odidi, Dr. Amina
Odidi, John Allport, Bahadur Madhani, Bahadur Madhani, Kenneth
Keirstead, and Dr. Eldon R. Smith as directors.  Deloitte LLP was
reappointed to the office of auditors until the next annual
meeting of shareholders and the directors were authorized to fix
the remuneration of the auditors.

            About Intellipharmaceutics International

Intellipharmaceutics International Inc. is a pharmaceutical
company specializing in the research, development and manufacture
of novel and generic controlled-release and targeted-release oral
solid dosage drugs.

Deloitte LLP, in Toronto, Canada expressed substantial doubt
about Intellipharmaceutics' ability to continue as a going
concern.  The independent auditors noted that of the Company's
recurring losses from operations and accumulated deficit.

The Company reported a net loss of US$6.14 million on US$107,091
of research and development revenue for fiscal 2012, compared with
a net loss of US$4.88 million on US$501,814 of research and
development revenue for fiscal 2011.

The Company's balance sheet at Nov. 30, 2012, showed
US$2.47 million in total assets, US$4.24 million in total
liabilities, and a stockholders' deficit of US$1.77 million.


INTELSAT SA: Issues $3.5 Billion Senior Notes
---------------------------------------------
Intelsat (Luxembourg) S.A. issued $3.5 billion aggregate principal
amount of Senior Notes, consisting of $500 million aggregate
principal amount of 6 3/4% Senior Notes due 2018, $2 billion
aggregate principal amount of 7 3/4% Senior Notes due 2021 and $1
billion aggregate principal amount of 8 1/8% Senior Notes due
2023.  The New Luxembourg Notes were issued pursuant to an
indenture, dated as of April 5, 2013, among Intelsat Luxembourg,
as issuer, Intelsat S.A., as parent guarantor, and Wells Fargo
Bank, National Association, as trustee.  The net proceeds from the
New Luxembourg Notes will be used by Intelsat Luxembourg to redeem
$915 million aggregate principal amount of its outstanding
11 1/2 / 12 1/2% Senior PIK Election Notes due 2017 in its
previously announced redemption, to redeem the remaining
approximately $1,588 aggregate principal amount of its outstanding
2017 PIK Notes in its previously announced redemption, and to
redeem $754.8 million aggregate principal amount of its
outstanding 11 1/4% Senior Notes due 2017 in its previously
announced redemption, to pay related fees and expenses and for
general corporate purposes, which may include the repayment,
redemption, retirement or repurchase of additional due 2017 Senior
Notes or other outstanding indebtedness of Intelsat Luxembourg and
its subsidiaries.

Each series of New Luxembourg Notes is redeemable on the dates, at
the redemption prices and in the manner specified in the
Indenture.

Pursuant to a registration rights agreement, dated as of April 5,
2013, Intelsat Luxembourg, as issuer, and Intelsat S.A., as parent
guarantor, agreed with Goldman, Sachs & Co., as representative of
the initial purchasers in the offering of the New Luxembourg
Notes, in the limited circumstances to make an offer to exchange
the New Luxembourg Notes for registered, publicly tradable notes
that have substantially identical terms to the New Luxembourg
Notes.

Certain of the Initial Purchasers and their respective affiliates
have, from time to time, performed, and may in the future perform,
various financial advisory, investment banking and commercial
banking services for Intelsat Luxembourg and its affiliates, for
which they received or will receive customary fees and expenses.
Affiliates of one or more of the Initial Purchasers are lenders or
agents under the credit facilities maintained by Intelsat
Luxembourg's affiliates.

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

                         http://is.gd/PUriav

A copy of the Indenture is available for free at:

                         http://is.gd/KS9doR

                          About Intelsat

Luxembourg-based Intelsat is the leading provider of satellite
services worldwide.  For over 45 years, Intelsat has been
delivering information and entertainment for many of the world's
leading media and network companies, multinational corporations,
Internet Service Providers and governmental agencies.  Intelsat's
satellite, teleport and fiber infrastructure is unmatched in the
industry, setting the standard for transmissions of video, data
and voice services.  From the globalization of content and the
proliferation of HD, to the expansion of cellular networks and
broadband access, with Intelsat, advanced communications anywhere
in the world are closer, by far.

Intelsat S.A. incurred a net loss of $145 million in 2012, a net
loss of $433.99 million in 2011, and a net loss of $507.76 million
in 2010.  The Company's balance sheet at Dec. 31, 2012, showed
$17.30 billion in total assets, $18.53 billion in total
liabilities and a $1.27 billion total Intelsat S.A. stockholders'
deficit and $45.67 million in noncontrolling interest.

                           *     *     *

As reported by the TCR on April 4, 2013, Moody's Investors Service
placed Intelsat S.A.'s ratings on review for upgrade (including
the Corporate Family Rating currently at Caa1) given the
announcement, by Intelsat Global Holdings S.A., Intelsat's
indirect ultimate parent company, of an equity issue, the proceeds
of which will be applied to reduce debt at Intelsat and its direct
and indirect subsidiaries.


INVENERGY WIND: S&P Affirms & Withdraws 'B' Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed and then withdrew its
'B' corporate credit rating on Invenergy Wind Power LLC, an
indirectly 100% owned subsidiary of Invenergy Investment Co. LLC,
a developer of renewable and gas-fired generation assets.


ISAACSON STEEL: Can Employ Sheehan Phinney as Chapter 5 Counsel
---------------------------------------------------------------
Isaacson Steel, Inc. and Isaacson Structural Steel, Inc. sought
and obtained approval from the U.S. Bankruptcy Court to employ
James S. LaMontagne and the firm of Sheehan Phinney Bass + Green
PA as special counsel to, among other things:

(a) advise and assist the Debtors with respect to all matters
    and proceedings arising in, under or related to the Chapter 5
    Claims;

(b) review and prosecute any and all Chapter 5 Claims of the
    estate; and

(c) represent the Debtors at any hearings arising in, under or
    related to the Chapter 5 Claims.

The Debtors propose to pay SPB+G $400 per hour on a case by case
basis.  The Chapter 5 Counsel's fees will be limited by, in
addition to the Court's orders, the amount collected in each case
(i.e. if the Debtor recovers a $5,000 preference but expends
$5,500 in fees, Chapter 5 Counsel's fees will be capped at $5,000
for that specific case).

William S. Gannon, Esq., attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

              About Isaacson Structural Steel

Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc.,
filed for Chapter 11 bankruptcy (Bankr. D. N.H. Case No. 11-12416)
on June 22, 2011.  Bankruptcy Judge J. Michael Deasy presides over
the case.

Isaacson Structural Steel estimated both assets and debts of
$10 million to $50 million.  The petition was signed by Arnold P.
Hanson, Jr., president.

An official committee of unsecured creditors has been appointed in
Isaacson Structural Steel's case.  Nixon Peabody LLP, and Mesirow
Financial Consultants represents the Committee.

A bankruptcy petition was also filed for Isaacson Steel, Inc.
(Bankr. D. N.H. Case No. 11-12415) on June 22, 2011, estimating
assets and debts of $1 million to $10 million.  The petition was
signed by Arnold P. Hanson, Jr., president.  William S. Gannon,
Esq., also represents Isaacson Steel.

The cases are now being jointly administered.

No trustee or examiner has been appointed in this case.


J.C. PENNEY: Draws $850MM From Bank Facility to Shore Up Liquidity
------------------------------------------------------------------
J. C. Penney Corporation, Inc., on April 12, 2013, borrowed $850
million out of its $1.85 billion committed revolving credit
facility with JPMorgan Chase Bank, N.A., as Administrative Agent,
and Wells Fargo Bank, National Association, as LC Agent.

JC Penney said the move was to enhance the Company's financial
flexibility and position.  The proceeds will be used to fund
working capital requirements and capital expenditures, including
the replenishment of inventory levels in anticipation of the
completion of its newly renovated home departments next month.

The Borrowing initially bears interest at the Alternate Base Rate
(as defined in the Credit Agreement) plus a spread of 2.00% per
annum.  The interest rate is currently 5.25% per annum.  The
Borrowing has a maturity date of April 4, 2014.  Proceeds of the
Borrowing will be used to fund working capital requirements and
capital expenditures, including the replenishment of inventory
levels in anticipation of the completion of the Company's newly
renovated home departments next month.

Chief Financial Officer Ken Hannah said, "Earlier this year, we
increased our revolving credit facility in anticipation of
operating, working capital and capital expenditure needs,
especially during the first half of the year. As we near
completion of the home department transformation in over 500
stores, we have been undertaking and will continue to experience a
significant inventory build and increase in capital expenditures.

Mr. Hannah continued, "The draw under our revolver today provides
more than our current funding needs to ensure our continued
liquidity. Moreover, we will continue to explore additional
capital raising alternatives with the assistance of our financial
advisors."

Over the past few months, the Company has worked to improve
performance through changes in its pricing and promotional
strategies, including the return of coupons, and the development
of other new initiatives to drive store traffic and deliver the
style, quality and value that its customers want.  The action
bolsters those efforts, as well as the Company's on-going
financial position.

The Wall Street Journal's Serena Ng and Dow Jones Newswires' Karen
Talley report that the move buys time for new chief executive
Myron "Mike" Ullman to reverse sagging sales at the department
store operator while it looks for ways to raise additional
capital.  The report relates the borrowed money is secured by
inventory, credit-card receivables and other assets.

The report notes in February JC Penney got banks to increase the
size of its credit facility, which matures in April 2016. But the
drawdown came sooner than some analysts had expected.

"This is more cash than we thought Penney might need to get
through the year and also a bit sooner than we thought they might
need it," Carol Levenson, director of research at debt analysis
firm Gimme Credit, said in a note to clients, according to the
report.  She said the move indicates that the other capital-
raising options Penney is looking at could take time because "no
potential equity investor was ready with a checkbook."

Often when a company draws on its revolving credit line it sends a
negative message to investors that its cash running low. But in
Penney's case, the company said it now has more money than it
currently needs, which buys it time and financial flexibility, Ms.
Levenson said, the report relates.

According to the report, people familiar with the matter have said
bankers at Blackstone Group LP and Centerview Partners are
advising J.C. Penney on its fundraising options.

                            S&P's Take

The report also says the $850 million in borrowings from the
credit line won't be able to sustain the company for very long.
Analysts from ratings firm Standard & Poor's on Monday said
Penney's liquidity remains "less than adequate" given the
company's "rapidly declining sales and cash flow." They said they
expect meaningful changes to Penney's business over the coming
months as Mr. Ullman reassesses its stores, promotions and
marketing strategies.  S&P warned that additional secured
borrowings on top of the revolving credit line could hurt Penney's
CCC+ credit rating, which is already deep in junk territory.

Ron Johnson left his post as CEO at Penney last week and Mr.
Ullman, the company's former CEO, was reinstated.

Richard Collings, writing for The Deal Pipeline, reports Penney
may have rid itself of its former CEO Johnson in the nick of time.
While he was able to pull in the crowds at Apple Inc.'s showplace
stores, Mr. Johnson failed miserably at Penney, where customers
wanted less of beautifully designed interiors and more of their
dearly beloved coupons.

"It's too early to share next steps, but Mike [Ullman] plans to
immediately engage with the Company's stakeholders, including a
range of audiences -- customers, team members, suppliers, real
estate, business partners, shareholders, etc. -- to analyze the
Company's situation. He will then develop a plan to improve
performance moving forward," said Joseph Thomas, a J.C. Penney
spokesman, in an e-mail, according to The Deal Pipeline.

                         Mum on Bankruptcy

The Deal Pipeline relates that while Mr. Thomas was touting Mr.
Ullman's engagement with stakeholders, what he declined to say
when asked was whether the company was considering hiring an
accounting firm to conduct a cash flow assessment or a financial
adviser to assist with a restructuring, or if Penney might sell
off assets such as real estate, or even seek reorganization
through a Chapter 11 bankruptcy filing.

The Deal Pipeline also relates an industry source who specializes
in retail restructurings and turnarounds said there is enough
capacity on Penney's revolving credit facility to provide the
retailer with the needed resources to keep the operation afloat.
The company could also consider selling some of its real estate,
which includes more than 400 department store locations it owns,
though the source ruled out converting real estate into a REIT. A
successful REIT requires a top-notch credit rating, the source
added, which Penney lacks.

According to the Deal Pipeline, what J.C. Penney will mostly
strive its utmost to do is to avoid a Chapter 11 bankruptcy filing
for these reasons:

     -- Likely opposition of Bill Ackman, whose Pershing Square
Capital Management LP has a nearly 18% stake in Penney, although
the hedge fund manager's star is likely on the descent since he
brought Mr. Johnson on as CEO;

     -- Some retailers that sought Chapter 11 resulted in
liqudiations, including the housewares seller Linens Holding Co.,
department store Mervyn's Holdings LLC, bookseller Borders Group
Inc., electronics retailer Circuit City Stores Inc.

The Deal Pipeline relates an industry source explained that, in an
asset-rich situation such as Penney, creditors are more likely to
push for liquidation to make sure they get their money back,
rather to wait through the normal debt-for-equity swap that tends
to accompany reorganization.

Deal Pipeline also notes that if there is a white knight private
equity buyer out there Penney's stock price has farther to fall to
get private equity interested.  Buyout firms wouldn't consider a
buyout of Penney until the stock reached about $5 per share -- the
company currently trades at close to $14 per share, a source
calculated.

Apollo Global Management LLC and Leonard Green & Partners LP were
names reported previously to The Deal as being interested.


J.C. PENNEY: Annual Equity Awards to Executive Officers Approved
----------------------------------------------------------------
The Human Resources and Compensation Committee of J.C. Penney
Company, Inc.'s board of directors approved the annual equity
award to executive officers and senior team members of J.C. Penney
consisting of stock options and performance-based restricted stock
units.

The number of performance units granted is a target award which
may increase or decrease based on the extent to which the Company
achieves the performance measurement established by the Committee
at the beginning of the performance cycle, which is the Company's
fiscal year.  The payout matrix established by the Committee sets
forth a range of payout percentages (from 0% to 200%) relative to
the Company's actual results for the fiscal year.  The performance
measurement is earnings per share, defined as earnings per share,
excluding qualified pension and restructuring charges.  Once the
performance cycle ends, the actual performance units earned are
then subject to additional time-based vesting requirements.  The
entire earned award vests on the three-year anniversary of the
grant date provided the participant remains continuously employed
with the Company during that time.  Upon vesting, the performance
units are paid out in shares of J.C. Penney common stock.

The base salaries and target incentive opportunity percentages
under the J. C. Penney Corporation, Inc. 2013 Management Incentive
Compensation Program for the executive officers of J. C. Penney
Company, Inc., remain unchanged.

In accordance with the equity award grant policies of the Human
Resources and Compensation Committee of the Company's Board of
Directors, the annual grant of equity awards was effective on
April 3, 2013.  For 2013, the executive officers' equity values
were delivered 50% in the form of stock options and 50% in the
form of performance-based restricted stock units.  Ken Hannah was
granted 123,762 stock options and 60,638 performance-based
restricted stock units.  Janet Dhillon was granted 141,443 stock
options and 69,300 performance-based restricted stock units.  Ron
Johnson, Michael Kramer and Dan Walker did not receive an annual
grant of equity awards in 2013.

                         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.


L BRANDS: Fitch Affirms 'BB+' Issuer Default Rating
---------------------------------------------------
Fitch Ratings has affirmed its ratings on L Brands, Inc. (L
Brands, formerly known as Limited Brands, Inc.), including the
long-term Issuer Default Rating (IDR) at 'BB+'. The Rating Outlook
is Stable.

Key Rating Drivers

The affirmations reflect L Brands' strong brand recognition and
dominant market positions in intimate apparel and personal care
and beauty products, strong operating results, reasonable credit
metrics and solid cash flow generation. The ratings also consider
the company's track record of shareholder-friendly activities.

L Brands' strong business profile is anchored by its two
profitable flagship brands, Victoria's Secret and Bath & Body
Works, a strong direct business, and a growing international
footprint. The company's comparable store sales (comps) trends
have remained robust in the past three years, driven by relevant
brands and merchandise that command attractive pricing and benefit
from a loyal customer base. In addition to positive operating
leverage from strong comps growth, the company has driven margin
growth through efficient inventory management. EBITDA margins in
the 20%-range compare favorably to the broader retail average in
the low teens.

Fitch expects that L Brands can sustain comps growth in 2%-3%
range and EBITDA margin to remain in excess of 20% over the next
three years. This is underscored by strong comp growth in both the
Victoria's Secret brand (approximately 63% of sales and 64% of
EBITDA including the Victoria's Secret direct business) and Bath &
Body Works brand (approximately 28% of sales and 32% of EBITDA).
Fitch expects the growth of PINK in the U.S. (which could double
over the next few years from $1.5 billion currently) and
international expansion, if executed successfully, could drive top
line growth in the mid-single-digit range and enable the company
to move towards its targeted EBIT margin of the high teens from
16.3% currently.

Capex is expected to increase modestly to $600 million-$700
million, from $588 million in 2012, reflecting new store
constructions and square footage expansion to primarily support
PINK and international growth. The company has been closing
underperforming stores to drive improvement in overall store
productivity (which resulted in net square footage decline over
the past few years), but it expects square footage to grow by
approximately 3% in 2013 given PINK and international growth.

Lease-adjusted leverage was at 3.4x as of Feb. 2, 2013, which is
within the context of the existing rating level. Fitch expects the
company to maintain a leverage profile in the mid-3x area,
directing free cash flow (FCF) toward dividends and share
repurchases.

FCF before dividends is expected to be in the $650 million-$750
million range annually over the next 24 months. Besides a regular
dividend, six special dividends totaling more than $3.3 billion
have been declared since 2010, including the most recent payout
announced in December 2012. In addition, the company completed
more than $2 billion in share repurchases over the past three
years. These actions have been supported by $2 billion of
incremental debt over the past two years. As a result, the
company's shareholder-friendly posture is a key constraint to the
rating. More significant debt-financed dividends and/or share
repurchases could be a concern for the rating.

Liquidity is strong, as indicated by a cash balance of $773
million as of Feb. 2, 2013 and an undrawn $1 billion revolving
credit facility. The company has a comfortable maturity profile,
staggered over many years. Fitch considers refinancing risk low
given L Brands' strong business profile, favorable operating
trends, and reasonable leverage.

RATING SENSITIVITIES

A positive rating action would likely require both the
continuation of positive operating trends and a shift in posture
toward debt reduction and the maintenance of financial leverage in
the low 3x on a consistent basis.

A negative rating action could be driven by a trend of negative
comparable store sales and/or margin compression from fashion
misses, execution missteps, or loss of competitive traction. A
larger than expected debt-financed share repurchase and/or
leverage rising to approximately 4x would be a negative for the
rating.

Fitch has affirmed the following ratings on L Brands:
-- Long-term IDR at 'BB+';
-- $1 billion bank credit facility at 'BBB-';
-- Senior guaranteed unsecured notes at 'BB+'; and
-- Senior unsecured notes at 'BB'.

The Rating Outlook is Stable.


LA JOLLA: Incurs $3.1 Million Net Loss in Fourth Quarter
--------------------------------------------------------
La Jolla Pharmaceutical Company reported a net loss of $3.10
million for the three months ended Dec. 31, 2012, as compared with
a net loss of $13.32 million for the same period during the prior
year.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $7.73 million, as compared with a net loss of
$11.54 million for the 12 months ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $3.43 million
in total assets, $216,000 in total liabilities, all current, and
$3.21 million in total stockholders' equity.

"We achieved several critical objectives in 2012, highlighted by
the acceptance by the FDA of our IND for GCS-100, which included a
clinical trial protocol designed to study GCS-100 in patients with
CKD," said George Tidmarsh, M.D., Ph.D., La Jolla's president and
chief executive officer.  "We have continued to build off this
momentum in 2013 by initiating a Phase 1/2 clinical trial in
patients with CKD and announcing a new pipeline product, LJPC-
501."

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

                         http://is.gd/TmEry6

                     About La Jolla Pharmaceutical

San Diego, Cal.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

After auditing the 2011 results, BDO USA, LLP, in San Diego,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations, has an accumulated deficit of $439.6 million and a
stockholders' deficit of $15.6 million as of Dec. 31, 2011, and
has no current source of revenues.


LDK SOLAR: Still Seeking OK for LDK Anhui Purchase Agreement
------------------------------------------------------------
LDK Solar Co., Ltd., said it continues to work with the relevant
governmental agencies on the review and approval of the purchase
agreement for LDK Anhui.  The purchase agreement was announced on
Jan. 2, 2013, with Shanghai Qianjiang Group.  According to the
terms of the agreement, Qianjiang Group agreed to purchase all
shares of LDK Anhui, located in Hefei City, for approximately
RMB 25 million and release the guarantee LDK Solar provided to LDK
Anhui and its subsidiaries within 12 months, as well as compensate
LDK Solar for any loss associated with such guarantee, prior to
its release.  The planned closing date for this purchase agreement
was originally set for March 31, 2013, subject to relevant
governmental approvals.

"We have been working with relevant governmental agencies on this
purchase agreement with Shanghai Qianjiang Group for LDK Anhui,"
stated Xingxue Tong, President and CEO of LDK Solar.  "We will
provide further updates when a final approval decision is made."

                          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.


LEAGUE NOW: Incurs $359,000 Net Loss in 2012
--------------------------------------------
League Now Holdings Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $359,365 on $3.72 million of revenue for the 12 months
ended Dec. 31, 2012, as compared with a net loss of $112,868 on
$3.65 million of revenue for the 12 months ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.41 million
in total assets and $1.77 million in total liabilities.

Harris F. Rattray CPA, in Pembroke Pines, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred accumulated net losses of $566,540
and needs to raise additional funds to meet its obligations and
sustain its operations.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

The Company is authorized to issue 250,000,000 shares of common
stock, $.001 par value and 10,000,000 shares of preferred stock,
par value $.001.

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

                        http://is.gd/QYK6DZ

The Company experienced a delay in completing the necessary
disclosures and finalizing its financial statements with its
independent public accountant in connection with its Annual Report
on Form 10-K for the year ended Dec. 31, 2012.  As a result of
this delay, the Company was unable to file its Annual Report by
the prescribed filing date of April 1, 2013, without unreasonable
effort or expense.

                         About League Now

Brecksville, Ohio-based League Now Holdings Corporation, through
its subsidiary, Infiniti Systems Group, Inc., provides technology
integration services to businesses in the midwestern United
States.


LINEAGE LOGISTICS: S&P Assigns 'B' CCR & Rates $220MM Loan 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to U.S.-based Lineage Logistics LLC.  The
outlook is stable.

At the same time, S&P assigned a 'B' rating to the company's
$220 million senior secured term loan due 2019, as well as a '3'
recovery rating, indicating S&P's expectations that lenders would
receive meaningful (50% to 70%) recovery of principal in a payment
default scenario.  S&P based all ratings on preliminary offering
statements, and they are subject to review of final documentation.

"The ratings on Lineage Logistics reflect the company's
significant debt levels (our analysis includes debt at a related
property company) and acquisitive growth strategy," said Standard
& Poor's credit analyst Anita Ogbara.  Partially offsetting these
weaknesses are the company's sizeable market position as the
second-largest cold storage warehousing and logistics company in
North America, as well as its customer and end-market diversity.

S&P characterizes Lineage Logistics business risk profile as
"fair," financial risk profile as "highly leveraged," and
liquidity as "adequate" under its criteria.

Lineage Logistics was formed through a series of acquisitions
focused on cold storage, logistics, real estate, and business
services.  Private equity firm Bay Grove Capital purchased a
predecessor of Lineage Logistics in 2008 and the company has
completed eight acquisitions to date.  S&P expects the company's
growth strategy to remain acquisitive and that proceeds from this
transaction will fund two additional acquisitions.  Based on the
timing of these acquisitions, S&P believes debt to EBITDA will
fluctuate in the mid- to low-5x area.  As a private company,
Lineage Logistics does not publicly disclose its financial
information.

"Our ratings incorporate an expectation that the company will
manage its acquisition program in such a way as to maintain debt
to EBITDA between 5x and 6x.  In calculating this ratio, we have
included debt associated with the property company that is not a
guarantor of the notes and is nonrecourse but that we view as an
integral part of the company's cold storage and warehousing
business.  While the company's private equity ownership limits its
access to external funding sources, adding to financial risk, we
believe that it also provides an incentive for management to
operate the business prudently and to take a disciplined approach
to future acquisitions," S&P said.

The outlook is stable.  S&P believes continued integration risk,
coupled with a highly leveraged financial profile and very
aggressive acquisition strategy, will constrain credit metrics.
S&P expects credit metrics to remain at or near current levels due
to management's history of aggressive acquisitions and planned
purchases over the next several quarters.

S&P could lower the ratings if poor acquisition integration or
other operating problems constrain earnings and cash flow,
resulting in debt to EBITDA above 6x on a sustained basis.

If operating performance and acquisition integration is better
than S&P expects, such that debt to EBITDA improves to at least
3.5x, S&P could raise the ratings.


LITHIUM TECHNOLOGY: Faces Shareholder Lawsuit in New York
---------------------------------------------------------
Cicco Holding AG and Frazer-Nash, on March 29, 2013, filed a
lawsuit against Lithium Technology in the United States District
Court for the Southern District of New York seeking, among other
things, specific performance of the Company's obligations under
Section 5.11 of the Securities Purchase Agreement and damages in
respect of breaches by the Company of its obligations under the
Securities Purchase Agreement and other of the Financing
Documents.

In its complaint initiating the Issuer Suit, the Reporting
Plaintiffs alleged that the Issuer's breach of Section 5.11 of the
Securities Purchase Agreement constituted an event of default
under the Closing Note, causing the principal balance of the
Closing Note and all unpaid interest thereon to become immediately
due and payable.  The Reporting Plaintiffs also alleged that the
Buyer provided to LTC two advances under the Note Facility of
$66,950 and $66,005 on Dec. 5, 2011, and March 9, 2012,
respectively, and that LTC failed to execute and deliver Notes in
respect of these advances as required by Section 2.6 of the
Securities Purchase Agreement.  As a result, the Reporting
Plaintiffs claim that LTC was unjustly enriched in the amount of
$132,995 plus all accrued interest thereon.

The Reporting Plaintiffs are also pursuing a second lawsuit
against the Arch Hill Parties pursuant to a complaint filed in New
York State Supreme Court, New York County, Commercial Division on
Jan. 4, 2013, and amended on Jan. 11, 2013, and Feb. 26, 2013,
seeking, among other things, to (a) rescind the Acquisition
Agreement, dated Jan. 23, 2013, between VRDT and certain
shareholders of Arch Hill, pursuant to which VRDT acquired control
of Arch Hill and of the Issuer and (b) enforce the Buyer's right
of first refusal under the Shareholders Agreement with respect to
the transactions contemplated by the Acquisition Agreement.

On March 30, 2011, the Company executed several related definitive
agreements with Cicco concerning a series of strategic
transactions.  The definitive agreements executed included a
Securities Purchase Agreement, a Closing Note, a Closing Warrant,
an Investor Rights Agreement and a Joint Venture and Shareholder's
Agreement.  The financing was closed by the Company and Cicco on
April 1, 2011.
            
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Cicco Holding AG, Power Duke Investments
Limited, Kamal Siddiqi, and Lim Ho Kee disclosed that, as of March
29, 2013, they beneficially own 2,459,504,191 shares of common
stock of Lithium Technology Corporation representing 73.1% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/LrVXPy

                      About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

The Company was not able to file its annual report for the period
ended Dec. 31, 2011, and its quarterly reports for the succeeding
periods.

For the nine months ended Sept. 30, 2011, the Company reported a
net loss of $12.26 million on $6.06 million of total revenue.  The
Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.83
million in total assets, $35.09 million in total liabilities and a
$26.26 million total stockholders' deficit.

                           Going Concern

As reported by the TCR on April 8, 2011, Amper, Politziner &
Mattia, LLP, Edison, New Jersey, after auditing the Company's
financial statements for the year ended Dec. 31, 2010, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                         Bankruptcy Warning

The Form 10-Q for the quarter ended Sept. 30, 2011, noted that the
Company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.

The Company raised capital through the sale of securities closing
in the second quarter of 2011 and realized proceeds from the
licensing of its technology pursuant to the terms of a licensing
agreement and the sale of inventory used in manufacturing its
batteries as part of the establishment of a joint venture in the
fourth quarter of 2011, but is continuing to seek other financing
initiatives and needs to raise additional capital to meet its
working capital needs, for the repayment of debt and for capital
expenditures.  Such capital is expected to come from the sale of
securities.  The Company believes that if it raises approximately
$4 million in additional debt and equity financings it would have
sufficient funds to meet its needs for working capital, capital
expenditures and expansion plans through the year ending Dec. 31,
2012.

No assurance can be given that the Company will be successful in
completing any financings at the minimum level necessary to fund
its capital equipment, debt repayment or working capital
requirements, or at all.  If the Company is unsuccessful in
completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In that case the Company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


LODGENET INTERACTIVE: S&P Withdraws 'D' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit rating on Sioux Falls, S.D.-based LodgeNet Interactive
Corp.  At the same time, S&P withdrew its 'D' issue-level rating
on the company's senior secured debt, which has been recently
refinanced upon the company's emergence from Chapter 11
bankruptcy.  The ratings were withdrawn at the company's request
and because S&P lacks adequate financial information to maintain
surveillance.


LYONDELL CHEMICAL: UBS Has Right to Exclude Highland as Lender
--------------------------------------------------------------
Bankruptcy Judge Robert E. Gerber dismissed an adversary
proceeding filed under the umbrella of the Chapter 11 cases of
reorganized debtor Lyondell Chemical Company and its affiliates,
by hedge fund Highland Capital Management, L.P., asserting claims
against investment banker UBS Securities LLC for tortious
interference with contract and with prospective economic relations
for UBS' alleged wrongful conduct in denying Highland the
opportunity to participate as lender in Lyondell's exit financing.

UBS moves to dismiss Highland's complaint under Fed.R.Civ.P.
12(b)(6) for failure to state claims upon which relief can be
granted.

In an April 10, 2013 Decision, Judge Gerber held that with respect
to Highland's first claim for relief -- for tortious interference
with the alleged existing contract -- UBS' motion is granted.
There was no contract with Highland as a party with which UBS
tortiously interfered.

With respect to Highland's second claim for relief -- for tortious
interference with prospective contractual relations -- Judge
Gerber said one of UBS' two defenses requires consideration of
matter that cannot yet be considered on a motion to dismiss. But
the other is not subject to those constraints.  The first of those
two defenses -- that UBS was acting to advance its economic
interest in declining to enter into a transaction with Highland --
requires further factual development, and cannot be considered on
a motion under Rule 12(b)(6).  But the second of them -- that UBS
was privileged in choosing not to do business with Highland,
especially since Highland was an entity against whom UBS, in other
litigation, made allegations of fraud, and Highland had also
brought litigation against UBS -- can be addressed with
consideration of documents Highland had available to it and relied
on when it crafted its Complaint, and matters of which the Court
can take judicial notice.  Upon consideration of that additional
matter, Highland's second claim for relief must be dismissed as
well, the judge said.

Lyondell needed exit financing to emerge from bankruptcy.
According to Highland's complaint, which was originally filed in
state court, Lyondell in March 2010 delivered a "Confidential
Information Memorandum" to Highland, which "offered participation"
in a $1 billion senior secured term loan facility "on the terms
memorialized" in the Information Memorandum.  UBS was "Lyondell's
New York agent arranging" the Term Loan.

Highland was a long-time lender to and investor in Lyondell, with
more than $200 million invested in Lyondell across its capital
structure.  Highland said in the complaint it committed to provide
$150 million to the $1.0 billion Term Loan, and that Lyondell
"accepted the commitment."

UBS and Bank of America Securities, LLC, were designated the Joint
Lead Arrangers and Joint Bookrunners of the Term Loan, and UBS and
BofA prepared and delivered the Information Memorandum to
Highland.  Highland said UBS, in order to pressure Highland in its
own personal dispute, willfully and in bad faith refused to allow
Lyondell to allocate to Highland its agreed share of the Term
Loan.  Rather, UBS, in an attempt to show Highland who was boss,
so to speak, abused its position of trust with Lyondell to
exercise pressure on Highland.  Highland further alleged UBS
sought to "maliciously punish Highland for exercising its rights"
in a separate dispute between UBS and Highland, by withholding
from Highland a valuable opportunity.

According to Judge Gerber, "it is easy to infer that at least some
personnel at UBS and Highland dislike one another, or worse.  And
Highland alleges the evidentiary fact that UBS 'brazenly admitted
that it refused to provide any allocation to Highland because of
the UBS/Highland litigation.'  It does not follow from that, of
course, that UBS acted intentionally to harm Highland solely by
reason of anyone's dislike or distrust, but the Court cannot find
such a conclusion to be wholly implausible.  Though aspects of
Highland's claims in this regard are wholly implausible, the Court
is not now in a position to conclude, on a [Rule] 12(b)(6), that
they all are."

Judge Geber also said that, "UBS' second defense rests on an
absolute privilege to choose with whom it will do business.  With
respect to this defense, motivations (including malice) are
irrelevant.  In fact, under New York law, at least, the privilege
not to deal 'exists regardless of the actor's motive for refusing
to enter business relations with the other and even though the
sole motive is a desire to harm the other.'"

The case is, HIGHLAND CAPITAL MANAGEMENT, L.P., Plaintiff, v.
UBS SECURITIES LLC, Defendant, Adv. Proc. No. 11-1728 (Bankr.
S.D.N.Y.).  A copy of the Court's decision is available at
http://is.gd/oK0fGEfrom Leagle.com.

Counsel to Plaintiff Highland Capital Management, L.P., is:

         Deborah Deitsch-Perez, Esq.
         LACKEY HERSHMAN, LLP
         3102 Oak Lawn Avenue, Suite 777
         Dallas, TX 75219
         E-mail: ddp@lhlaw.net

Counsel to Defendant UBS Securities LLC is:

         Linda H. Martin, Esq.
         Anne L. Knight, Esq.
         Daniel Stujenske, Esq.
         SIMPSON, THACHER & BARTLETT, LLP
         425 Lexington Avenue
         New York, NY 10017
         E-mail: lmartin@stblaw.com

                       About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as
part of the US$12.7 billion merger.  Len Blavatnik's Access
Industries owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed
for Chapter 11.  Luxembourg-based LyondellBasell Industries AF
S.C.A. and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the
successor of the former parent company, LyondellBasell Industries
AF S.C.A., a Luxembourg company that is no longer part of
LyondellBasell.  LyondellBasell Industries N.V. owns and operates
substantially the same businesses as the previous parent company,
including subsidiaries that were not involved in the bankruptcy
cases.  LyondellBasell's corporate seat is Rotterdam,
Netherlands, with administrative offices in Houston and
Rotterdam.


MF GLOBAL: U.S. Trustee Objects to Professional Fees
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that, although MF Global Holdings Ltd. confirmed a
Chapter 11 reorganization plan on April 5, the most important
event for professionals will take place on April 18, when the
bankruptcy court considers granting final approval for fees
incurred between October and January.  The U.S. Trustee filed
objections to most of the professionals' fee requests.

                          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.


MMODAL INC: Moody's Lowers Corp. Family Rating to B3; Outlook Neg
-----------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of MModal,
Inc. including the Corporate Family to B3 from B2, the Probability
of Default to B3-PD from B2-PD, the secured to B1 from Ba3 and the
senior unsecured to Caa2 from Caa1. The ratings outlook is
negative.

Ratings Rationale:

"Moody's expects little or no revenue growth in 2013, ongoing
profit margin pressures and limited free cash flow, as MModal has
underperformed our expectations," noted Edmond DeForest, Senior
Analyst at Moody's Investors Service.

EBITDA is likely to remain flat at about $90 million (after
Moody's standard adjustments). Free cash flow of about $20 million
will not be large enough to drive material debt repayment. As a
result, debt to EBITDA is likely to remain above seven times
throughout 2013, high at the B3 rating level given MModal's
business risks. MModal's transcription outsourcing services (TOS)
to the healthcare industry are a source of stable revenues,
although profits are pressured by customer expectations for lower
unit pricing over time. Consequently, growth in revenue and
profits are dependent upon sales of speech recognition software
and services for which MModal has no track record of success.

Medium term liquidity is limited. Cash flow from the TOS business
should allow MModal to meet its fixed obligations over the next 12
to 18 months. However, MModal has no cash other than what it has
borrowed under its revolving credit facility, which is about half
drawn, and limited cushion under its leverage covenant.

The negative ratings outlook reflects Moody's concern that
liquidity will become more strained if the business does not
recover to produce revenue and cash flow as expected. The ratings
could be lowered if core TOS volume or pricing decline at a rate
faster than Moody's expects, Moody's anticipates negative free
cash flow, or if liquidity deteriorates further. The outlook could
be stabilized if MModal demonstrates it can generate revenue
growth from new products, while maintaining revenue and
profitability in the core TOS business, thereby driving improved
liquidity.

The following ratings were downgraded (assessments unchanged):

Corporate Family Rating, B3 from B2

Probability of Default rating, B3-PD from B2-PD

Senior Secured Revolving Credit Facility due 2017, B1 (LGD3,
31%) from Ba1 (LGD3, 31%)

Senior Secured Term Loan B due 2019, B1 (LGD3, 31%) from Ba1
(LGD3, 31%)

Senior Unsecured Notes due 2020, Caa2 (LGD5, 85%) from Caa1
(LGD5, 85%)

The principal methodology used in this rating was Global Software
Industry published in October 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.

MModal provides Transcription Outsourcing Services and related
Automated Speech Recognition technology serving clinical
healthcare institutions mostly in the U.S. owned by affiliates of
One Equity Partners. Moody's expects 2013 revenues of about $450
million, flat to 2012.


MMRGLOBAL INC: Amends 2012 Report Due to Calculation Errors
-----------------------------------------------------------
MMRGlobal, Inc., filed with the U.S. Securities and Exchange
Commission amendment no. 1 to its annual report on Form 10-K for
the year ended Dec. 31, 2012, filed with the SEC on April 1, 2013,
solely to amend Item 11 of Form 10-K, which contained calculation
errors due to formatting.  This Amendment does not amend or update
any other information contained in the Original Filing, and the
Company has not updated disclosures contained therein to reflect
any events which occurred at any date subsequent to the Original
Filing.  A copy of the Amended Form 10-K is available at:

                          http://is.gd/2yq9a0

                            About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Rose, Snyder & Jacobs LLP, in Encino,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations during the years ended
Dec. 31, 2011, and 2010.

The Company reported a net loss of $8.88 million in 2011, compared
with a net loss of $17.90 million in 2010.  The Company reported a
net loss of $10.3 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$2.02 million in total assets, $8.48 million in total liabilities,
and a $6.45 million total stockholders' deficit.

MOMENTIVE SPECIALTY: Has $400-Mil. Revolving Credit Facility
------------------------------------------------------------
Momentive Specialty Chemicals Inc., on March 28, 2013, entered
into an asset-based revolving credit agreement among Momentive
Specialty Chemicals Holdings LLC, the Registrant, as U.S.
borrower, Momentive Specialty Chemicals Canada Inc., as Canadian
borrower, Momentive Specialty Chemicals B.V., as Dutch borrower,
Momentive Specialty Chemicals UK Limited and Borden Chemical UK
Limited, as U.K. borrowers, the lenders party thereto and JPMorgan
Chase Bank, N.A., as administrative agent, collateral agent,
swingline lender and initial issuing bank.  The ABL Facility
replaced the Registrant's senior secured credit facilities, which
included a $171,000,000 revolving credit facility and a
$47,000,000 synthetic letter of credit facility at the time of
such replacement.

The ABL Facility has a five-year term unless, on the date that is
91 days prior to the scheduled maturity of the 8.875% Senior
Secured Notes due 2018, more than $50,000,000 aggregate principal
amount of the 1.5 Lien Notes is outstanding, in which case the ABL
Facility will mature on such earlier date.  Availability under the
ABL Facility is $400,000,000, subject to a borrowing base that is
based on a specified percentage of eligible accounts receivable
and inventory.

The ABL Facility bears interest at a floating rate based on, at
the Registrant's option, an adjusted LIBOR rate plus an initial
applicable margin of 2.25% or an alternate base rate plus an
initial applicable margin of 1.25%. From and after the date of
delivery of the Registrant's financial statements for the first
fiscal quarter ended after the effective date of the ABL Facility,
the applicable margin for such borrowings will be adjusted
depending on the availability under the ABL Facility.  In addition
to paying interest on outstanding principal under the ABL
Facility, the Registrant will be required to pay a commitment fee
to the lenders in respect of the unutilized commitments at an
initial rate equal to 0.50% per annum, subject to adjustment
depending on the usage.  The ABL Facility does not have any
financial maintenance covenant, other than a minimum fixed charge
coverage ratio of 1.0 to 1.0 that would only apply if excess
availability under the ABL Facility is less than the greater of
(a) $40,000,000 and (b) 12.5% of the lesser of the borrowing base
and the total ABL Facility commitments at such time.  The fixed
charge coverage ratio under the ABL Facility is generally defined
as the ratio of (a) Adjusted EBITDA minus non-financed capital
expenditures and cash taxes to (b) debt service plus cash interest
expense plus certain restricted payments, each measured on a last
twelve months, or LTM, basis.

The ABL Facility is secured by, among other things, first-priority
liens on the collateral that generally includes most of the
inventory and accounts receivable and related assets of the
Registrant, its domestic subsidiaries and certain of its foreign
subsidiaries and by second-priority liens on the collateral that
generally includes most of the Registrant's and its domestic
subsidiaries' assets other than inventory and accounts receivable
and related assets, in each case subject to certain exceptions and
permitted liens.

2. ABL Collateral Agreement

On March 28, 2013, the Registrant entered into a collateral
agreement among the Registrant, Hexion U.S. Finance Corp., a
wholly-owned subsidiary of the Registrant, other subsidiaries of
the Registrant party thereto and JPMorgan Chase Bank, N.A., as
collateral agent for the secured parties under the ABL Facility,
pursuant to which the Registrant, the Issuer and the Subsidiary
Guarantors granted a security interest in certain collateral.

3. Second Supplemental Indenture

On March 28, 2013, the Issuer entered into a second supplemental
indenture among the Issuer, the Registrant, the Subsidiary
Guarantors and Wilmington Trust, National Association, as trustee
on behalf of the holders of the 6.625% First-Priority Senior
Secured Notes due 2020, to an indenture, dated as of March 14,
2012, among the Issuer, the Registrant, the Subsidiary Guarantors
and the First Lien Trustee, pursuant to which the Issuer
previously issued the First-Priority Notes, which mature on
April 15, 2020.

Pursuant to the Supplemental Indenture, the holders of the First-
Priority Notes are now secured by first-priority liens on the
Notes Priority Collateral and second-priority liens on the
domestic portion of the ABL Priority Collateral, in each case
subject to certain exceptions and permitted liens as contemplated
by the terms of the Indenture.

4. First-Priority Notes Collateral Agreement

On March 28, 2013, the Registrant entered into a collateral
agreement among the Registrant, the Issuer, the Subsidiary
Guarantors and the First Lien Trustee, pursuant to which the
Registrant, the Issuer and the Subsidiary Guarantors granted a
security interest in certain collateral.

5. ABL Intercreditor Agreement

On March 28, 2013, the Registrant entered into an intercreditor
agreement among JPMorgan Chase Bank, N.A., as administrative agent
and collateral agent under the ABL Facility, the First Lien
Trustee, acting as trustee and as collateral agent for the holders
of the First-Priority Notes, the Registrant and the Guarantors.
The ABL Intercreditor Agreement governs the relative rights of the
secured parties under the ABL Facility and the First-Priority
Notes, and certain other matters relating to priority and the
administration and enforcement of security interests.

6. Joinder and Supplement to Second Lien Intercreditor Agreement

On March 28, 2013, the Registrant entered into a joinder and
supplement, among JPMorgan Chase Bank, N.A., as administrative
agent and collateral agent under the ABL Facility, as the former
intercreditor agent and as the new intercreditor agent, Wilmington
Trust Company, as trustee under the Second Lien Notes, Wilmington
Trust, National Association, as trustee under the 1.5 Lien Notes,
the First Lien Trustee, Holdings, the Registrant and the
Guarantors, to an amended and restated intercreditor agreement,
dated as of January 31, 2013, among the Former Intercreditor
Agent, the Second Lien Trustee, the 1.5 Lien Trustee, the First
Lien Trustee, Holdings, the Registrant and the Guarantors.

Pursuant to the Joinder to Second Lien Intercreditor Agreement,
JPMorgan Chase Bank, N.A., will act under the Second Lien
Intercreditor Agreement as senior-priority agent for the secured
parties under the ABL Facility and as new intercreditor agent.
The Second Lien Intercreditor Agreement, as supplemented by the
Joinder to Second Lien Intercreditor Agreement, governs the
relative rights of the secured parties under the ABL Facility, the
First-Priority Notes, the 1.5 Lien Notes and the 9.0% Second-
Priority Senior Secured Notes due 2020, and certain other matters
relating to priority and the administration and enforcement of
security interests.

7. Third Joinder and Supplement to 1.5 Lien Intercreditor
Agreement

On March 28, 2013, the Registrant entered into a third joinder and
supplement, among JPMorgan Chase Bank, N.A., as administrative
agent and collateral agent under the ABL Facility, as the Former
Intercreditor Agent and as the new intercreditor agent, the 1.5
Lien Trustee, the First Lien Trustee, Holdings, the Registrant and
the Guarantors, to an intercreditor agreement, dated as of January
29, 2010, among the Former Intercreditor Agent, the 1.5 Lien
Trustee, the First Lien Trustee, Holdings, the Registrant and the
Guarantors.

Pursuant to the Joinder to 1.5 Lien Intercreditor Agreement,
JPMorgan Chase Bank, N.A. will act under the 1.5 Lien
Intercreditor Agreement as senior-priority agent for the secured
parties under the ABL Facility and as the new intercreditor agent.
The 1.5 Lien Intercreditor Agreement, as supplemented by the
Joinder to 1.5 Lien Intercreditor Agreement and to the date
hereof, governs the relative rights of the secured parties under
the ABL Facility, the First-Priority Notes, the 1.5 Lien Notes and
certain other matters relating to priority and the administration
and enforcement of security interests.

                      About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty reported net income of $118 million on $5.20
billion of net sales in 2011, compared with net income of $214
million on $4.59 billion of net sales in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.44 billion in total assets, $4.60 billion in total liabilities
and a $1.16 billion total deficit.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


MONTANA ELECTRIC: Chapter 11 Trustee Wants Collateral Valued
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Southern Montana Electric Generation
& Transmission Cooperative Inc. told the bankruptcy court that
parties in the case believe the next order of business should
entail trial in July where the judge will decide the value of
note holders' collateral.

According to the report, the judge also recommended that the court
at the same time decide whether the note holders' $132 million
claim properly includes a so-called make whole obligation of
$46 million.  The trustee said it doesn't make sense to file a
modified reorganization plan and disclosure materials until the
court rules on the two issues involving note holders and their
collateral.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.


MORGANS HOTEL: Ronald Burkle Holds 27.9% Equity Stake at March 30
-----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Ronald W. Burkle and his affiliates disclosed
that, as of March 30, 2013, they beneficially own 12,522,367
shares of common stock of Morgans Hotel Group Co. representing
27.9% of the shares outstanding.  Mr. Burkle previously reported
beneficial ownership of 12,511,545 common shares or a 28.9% equity
stake as of March 20, 2012.  A copy of the amended regulatory
filing is available for free at http://is.gd/zXDdFH

                      About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company incurred a net loss attributable to common
stockholders of $66.81 million in 2012, a net loss attributable to
common stockholders of $95.34 million in 2011, and a net loss
attributable to common stockholders of $89.96 million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $591.15
million in total assets, $728.47 million in total liabilities,
$6.05 million in redeemable noncontrolling interest, and a $143.37
million total deficit.


MOSS FAMILY: Can Hire Faegre Baker as Special Counsel
-----------------------------------------------------
Moss Family Limited Partnership and Beachwalk, L.P. sought and
obtained approval from the U.S. Bankruptcy Court to employ Faegre
Baker Daniels LLP as special counsel to, among other things,
provide these services:

   a. negotiations and discussions with the town of Michigan City
      and its officials and agencies, including issues regarding
      utility systems, emergency access and ownership of common
      areas;

   b. negotiations and discussions with the creditors of the
      Debtors regarding valuation of collateral and restructuring;
      and

   c. development of strategies regarding new capital for
      development.

Faegre Baker Daniels' current hourly rate is from $200 to $500.

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

                     About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed
separate Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540
and 12-32541) on July 17, 2012.  Judge Harry C. Dees, Jr.,
presides over the case.  Daniel Freeland, Esq., at Daniel L.
Freeland & Associates, P.C., represents the Debtors.  Moss Family
disclosed $6,609,576 in assets and $6,299,851 in liabilities as of
the Chapter 11 filing.


MOUNTAIN PROVINCE: Drilling of New Exploration Targets Begins
-------------------------------------------------------------
Mountain Province Diamonds Inc. announced that drilling of the new
exploration targets at the Gahcho Kue project, a joint venture
with De Beers Canada Inc., commenced this week.  Following
completion of a ground gravity survey, the Operator of the GK
project has recommended ten targets for the first phase of the
exploration drill program.  Drilling of the targets is expected to
be completed by the end of April 2013.  Based on the success of
the first phase drill program, consideration will be given to
testing additional targets that have been identified.

Mountain Province is also reported that the planned deliveries of
materials, equipment and fuel to the GK site were completed on
schedule by the end of March 2013.

The Company also announced that Mineral Services Canada Inc. has
been retained to prepare an updated independent NI 43-101 resource
statement for the Tuzo kimberlite, which will incorporate the
results of the recently completed deep drilling program.  The
resource update is expected to be completed before the end of the
current quarter.

Mountain Province confirmed that the auditors' report received
from its independent public accounting firm on its audited
financial statements for the fiscal year ended Dec. 31, 2012,
contained a going concern explanatory note.  Mountain Province's
Annual Financial Statements were included in Form 20-F for its
filings in the United States with the Securities and Exchange
Commission on April 1, 2013.  Mountain Province's Annual Financial
Statements are also filed on SEDAR at www.sedar.com in Canada.

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49% interest in the Gahcho Kue Project.

After auditing the financial statements for the year ended
Dec. 31, 2011, KPMG LLP, in Toronto, Canada, noted that the
Company has incurred a net loss in 2011 and expects to require
additional capital resources to meet planned expenditures in 2012
that raise substantial doubt about the Company's ability to
continue as a going concern.

The Company reported a net loss of C$11.53 million for the year
ended Dec. 31, 2011, compared with a net loss of C$14.53 million
during the prior year.  Mountain Province's balance sheet at
Sept. 30, 2012, showed C$53.03 million in total assets, C$8.81
million in total liabilities and C$44.22 million in total
shareholders' equity.

MPM TECHNOLOGIES: CCI Holds 60% of Outstanding Common Stock
-----------------------------------------------------------
MPM Technologies, Inc., and Carbon Cycle Investments LLC,
completed the closing, on April 1, 2013, of CCI's purchase from
the Company and the Company's issuance to CCI of 6,000,000 shares
of MPM common stock and other transactions contemplated under the
Stock Purchase Agreement, dated Feb. 18, 2011, by and between the
Company and CCI, as amended.

Immediately after the Stock Purchase Closing, CCI held 6,000,000
shares of MPM common stock, representing approximately 60% of all
shares of MPM common stock then outstanding and options to
purchase an additional 3,000,000 shares of MPM common stock.
After giving effect to the issuance to CCI of the CCI Closing
Shares and the cancellation of 3,186,826 shares of MPM common
stock held by Michael Luciano as contemplated by the Amended Stock
Purchase Agreement, 10,014,501 shares of MPM common stock were
outstanding immediately after the Stock Purchase Closing.

On April 1, 2013, the Company issued to CCI 5,420,417 shares of
MPM common stock at the Stock Purchase Closing in exchange for
CCI's payment and delivery to MPM of cash in the total amount of
$1,000,000 and other purchase consideration as provided under the
Amended Stock Purchase Agreement.

On April 1, 2013, the Company issued to CCI 579,583 shares of MPM
common stock as consideration for and by conversion at the Stock
Purchase Closing of MPM debt held by CCI in the aggregate total
amount of $115,917 in principal and interest outstanding
immediately prior to the Stock Purchase Closing under promissory
notes executed by the Company in favor of CCI.  The Converted
Notes were canceled upon this conversion.

Effective at the Stock Purchase Closing, the following officers
resigned from the Company:

      Name                  Position
      ------------------    ---------------------------------
      Michael Luciano       Chief Executive Officer
      Glen Hjort            CFO, Principal Accounting Officer
      Frank E. Hsu          Chief Operating Officer
      Richard E. Appleby    Vice President
      Robert D. Little      Secretary

Richard E. Appleby, Glen Hjort, Frank E. Hsu, Michael Luciano and
Craig Gary Smith resigned as directors of the Company, effective
at the Stock Purchase Closing.

Peter Chase, Timothy King and Ryan Skinner were elected as
directors effective at the Stock Purchase Closing.  Peter Chase
was also appointed president while Michael Mooney was appointed
Secretary, Treasurer, Principal Accounting Officer.

Peter Chase is the former co-founder and CEO of Purcell Systems,
where he directed strategic value creation and managed more than
170 employees with international offices in Sweden, Poland, Egypt,
India and Brazil.  Mr. Chase has 30 years of business, sales and
marketing, process management and market development experience in
technology growth companies.

Timothy King is co-founder and managing member of CCI.  He is
CCI's Chief Technical Officer, serving in that position since
September 2010.  Mr. King has 30 years experience in carbon cycle
systems for renewable bio-energy, fuels and chemicals, agro-
economics, environmental science and biofuels, including
experience as a former director at U.S. Department of Agriculture.
Mr. King has numerous strategic relationships in farming, seed
supply, oilseed crushing, biofuel and bio-lubricant manufacturing
sectors, and extensive experience with related incentive programs
and requirements administered by local, state and national
government agencies.

Ryan Skinner is co-founder and managing member of CCI.  He is
CCI's Chief Strategy Officer, serving in that position since
September 2012.  Mr. Skinner has 15 years of experience in sales,
marketing, operations and corporate recovery, including start-up,
expansion and entrepreneurial experience, strategic planning,
tactical execution and process efficiency at large corporate and
small business levels.

Michael Mooney is CCI's Chief Financial Officer, serving in that
position since September 2011.  Mr. Mooney has 35 years of
experience in finance and investment, including financial
leadership of public companies.  He spent 14 years as an executive
in charge of infrastructure improvement, cost reduction,
interdepartmental partnerships and collaboration, corporate
turnaround and operational efficiency.

Mr. Chase has an employment agreement in place with MPM with an
annual base salary of $250,000 and comprehensive health and dental
insurance.

The Company has not entered into any employment agreements with
any of its other officers.

On April 1, 2013, the Emery Dumps Lease and Agreement, dated
May 18, 2012, between MPM Mining Inc., a wholly owned subsidiary
of MPM Technologies, Inc., and Mineral Resource Recovery, a wholly
owned subsidiary of CCI, was terminated by agreement between MPM
Mining and MRR.

                       About MPM Technologies

Headquartered in Parsippany, N.J., MPM Technologies Inc.
(OTC BB: MPML) -- http://www.mpmtech.com/-- operates through its
three wholly owned subsidiaries: AirPol Inc., NuPower Inc. and MPM
Mining Inc.  During the year ended Dec. 31, 2007, AirPol was the
only revenue generating entity.  AirPol operates in the air
pollution control industry.  It sells air pollution control
systems to companies in the United States and worldwide.

The company through its wholly owned subsidiary NuPower is engaged
in the development and commercialization of a waste-to-energy
process known as Skygas.  These efforts are through NuPower's
participation in NuPower Partnership, in which MPM has a 58.21%
partnership interest.  NuPower Partnership owns 85% of the Skygas
Venture.  In addition to its partnership interest through NuPower
Inc., MPM also owns 15% of the Venture.

The Company's balance sheet at Sept. 30, 2010, showed
$1.17 million in total assets, $15.32 million in total
liabilities, all current, and a stockholders' deficit of
$14.15 million.

The Company recorded a net loss of $1.56 million for 2009 from a
net loss of $1.72 million for 2008.


MUSCLEPHARM CORP: Amends Consulting Agreement with Melechdavid
--------------------------------------------------------------
As previously disclosed in a current report on Form 8-K filed by
MusclePharm Corporation with the Securities Exchange Commission
on July 19, 2012, on July 12, 2012, the Company entered into a
consulting agreement with Melechdavid, Inc.  The Original
Melechdavid Consulting Agreement provides that the Company will
issue to Melechdavid shares of common stock in an amount equal to
4.2% of the Company's outstanding common stock on a fully diluted
(as-converted) basis.  Furthermore, until July 12, 2014, the
Company is required to ensure that Melechdavid will maintain its
4.2% fully diluted equity position.  The term of the Original
Melechdavid Consulting Agreement is 12 months.

The Company previously entered into a consulting agreement with
GRQ Consultants, Inc.  The Original GRQ Consulting Agreement
provides that the Company will issue to GRQ shares of common stock
in an amount equal to 4.2% of the Company's outstanding common
stock on a fully diluted (as-converted) basis.  Furthermore, until
July 12, 2014, the Company is required to ensure that GRQ shall
maintain its 4.2% fully diluted equity position.  The term of the
Original GRQ Consulting Agreement is 12 months.

On April 2, 2013, the Company entered into a first amendment to
the Original Melechdavid Consulting Agreement with Melechdavid,
effective as of March 28, 2013.  Pursuant to the Melechdavid
Amended Agreement, Melechdavid agreed to cap the shares of the
Company's common stock, $0.001 par value per share that it is
entitled to receive under the Original Melechdavid Consulting
Agreement to no more than 570,000 shares of Common Stock of the
Company, after giving effect to the 1-for-850 reverse stock split
of the Common Stock effected by the Company on Nov. 26, 2012.  In
connection with the execution and delivery of the Melechdavid
Amended Agreement, the Company issued Melechdavid an aggregate of
341,247 shares of Common Stock on March 29, 2013, and agreed to
issue Melechdavid an additional 228,753 shares of Common Stock
within five business days of the Melechdavid Amended Agreement as
full satisfaction of the Company's obligations under the Original
Melechdavid Consulting Agreement.

On April 2, 2013, the Company entered into a first amendment to
the Original GRQ Consulting Agreement with GRQ, effective as of
March 28, 2013.  Pursuant to the GRQ Amended Agreement, GRQ agreed
to cap the shares of the Company's Common Stock that it is
entitled to receive under the Original GRQ Consulting Agreement to
no more than 420,000 shares of Common Stock of the Company, after
giving effect to the 1-for-850 reverse stock split of the Common
Stock effected by the Company on Nov. 26, 2012.  In connection
with the execution and delivery of the GRQ Amended Agreement, the
Company issued GRQ an aggregate of 305,889 shares of Common Stock
on March 29, 2013, and agreed to issue GRQ an additional 78,753
shares of Common Stock within five business days of the GRQ
Amended Agreement as full satisfaction of the Company's
obligations under the Original GRQ Consulting Agreement.  The
Company had previously issued GRQ 35,359 shares of Common Stock
pursuant to the Original GRQ Consulting Agreement.

The Company has agreed to register with the SEC compensation
shares issued pursuant to the consulting agreements for resale by
the Consultants.

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $7.81 million in total
assets, $15.10 million in total liabilities, and a $7.29 million
total stockholders' deficit.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


NEOMEDIA TECHNOLOGIES: Amends Form 10-K for 2012
------------------------------------------------
NeoMedia Technologies, Inc., has amended its annual report on
Form 10?K for the fiscal year ended Dec. 31, 2012, originally
filed with the Securities and Exchange Commission on April 1,
2013, to:

   (1) furnish Exhibit 101 to the Form 10?K, which contains the
       XBRL (eXtensible Business Reporting Language) Interactive
       Data File for the financial statements and notes included
       in Part I of the Form 10-K, in accordance with Rule 201 of
       Regulation S-T;

   (2) amend Item 8, Financial Statements with respect to updating
       the two tables in Note 8 - Income Taxes to the financial
       statements to correct clerical errors on line items.

Net operating loss carry forwards (NOL) was corrected to 63,714
from 83,153.  Stock-based compensation was corrected to (670) from
(1,540).  Deferred revenue was corrected to 1,568 from 2,755.
Accruals were corrected to 2,554 from 368.  Derivative gain/loss
was corrected to 9,375 from 24,073.  The Total deferred tax asset
was corrected to 90,546 from 122,814 and the associated valuation
allowance was changed to (90,546) from (122,814).  The Net
deferred tax asset remained unchanged at zero.  In the first
sentence of the paragraph following the tables, the net operating
loss carry forwards for federal tax purposes was corrected to read
$165 million rather than $184.4 million.  Third, to amend Item 12.
Security Ownership of Certain beneficial Owners and Management.

The table of the original filing has been updated to correct
certain errors in the number of shares beneficially owned by other
beneficial owners, the associated percentage of ownership and the
associated footnotes.

No other changes have been made to the Form 10?K.

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

                         http://is.gd/daoxiu

                     About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

The Company reported a net loss of $849,000 in 2011, compared with
net income of $35.09 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$7.72 million in total assets, $83.09 million in total
liabilities, all current, $4.84 million in series C convertible
preferred stock, $348,000 of series D convertible preferred stock,
and a $80.55 million total shareholders' deficit.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.


NEWLEAD HOLDINGS: Supreme Court Approves Settlement with Hanover
----------------------------------------------------------------
The Supreme Court of the State of New York, County of New York, on
April 5, 2013, entered an order approving, among other things, the
fairness of the terms and conditions of an exchange pursuant to
Section 3(a)(10) of the Securities Act of 1933, as amended, in
accordance with a stipulation of settlement between NewLead
Holdings Ltd., and Hanover Holdings I, LLC, in the matter entitled
Hanover Holdings I, LLC v. NewLead Holdings Ltd., Case No.
650964/2013.  Hanover commenced the Action against the Company on
March 18, 2013, to recover an aggregate of $2,411,581 of past-due
accounts payable of the Company, which Hanover had purchased from
certain vendors of the Company pursuant to the terms of separate
receivable purchase agreements between Hanover and each of those
vendors, plus fees and costs.  The Assigned Accounts relate to
certain legal, insurance, broker, bunker and consulting services
provided by certain vendors of the Company.  The Order provides
for the full and final settlement of the Claim and the Action.
The Settlement Agreement became effective and binding upon the
Company and Hanover upon execution of the Order by the Court on
April 5, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on April 5, 2013, the Company issued and delivered to
Hanover 6,000,000 shares of the Company's common stock, $0.01 par
value.  Giving effect to that issuance, the Settlement Shares
represent approximately 0.906% of the total number of shares of
Common Stock presently outstanding.  The Settlement Agreement
provides that the Settlement Shares will be subject to adjustment
on the trading day immediately following the Calculation Period to
reflect the intention of the parties that the total number of
shares of Common Stock to be issued to Hanover pursuant to the
Settlement Agreement be based upon a specified discount to the
trading volume weighted average price of the Common Stock for a
specified period of time subsequent to the Court's entry of the
Order.  Specifically, the total number of shares of Common Stock
to be issued to Hanover pursuant to the Settlement Agreement will
be equal to the sum of (i) the quotient obtained by dividing (A)
$2,411,581, representing the total amount of the Claim, by (B) 70%
of the VWAP of the Common Stock over the Calculation Period and
(ii) the quotient obtained by dividing (A) the total dollar amount
of Hanover's legal fees and expenses incurred in connection with
the Action, which will not exceed $50,000 (less $10,000 heretofore
paid by the Company) by (B) the VWAP of the Common Stock over the
Calculation Period, rounded up to the nearest whole share.  The
"Calculation Period" is defined in the Settlement Agreement to
mean the shorter of the following: (i) the 50-consecutive trading
day period commencing on the trading day immediately following the
date of issuance of the initial Settlement Shares, and (ii) the
consecutive trading day period commencing on the trading day
immediately following the Initial Issuance Date and ending on the
trading day that Hanover will have received aggregate cash
proceeds from the resale of Settlement Shares equal to the sum of
(A) $3,135,055, representing 130% of the total amount of the
Claim, and (B) the total dollar amount of Hanover's legal fees and
expenses incurred in connection with the Action through the True-
Up Date, subject to the cap set (less $10,000 heretofore paid by
the Company), supported by daily written reports to be delivered
by Hanover to the Company.  As a result, the Company ultimately
may be required to issue to Hanover substantially more shares of
Common Stock than the number of Settlement Shares initially
issued.

The issuance of Common Stock to Hanover pursuant to the terms of
the Settlement Agreement approved by the Order is exempt from the
registration requirements of the Securities Act pursuant to
Section 3(a)(10) thereof, as an issuance of securities in exchange
for bona fide outstanding claims, where the terms and conditions
of such issuance are approved by a court after a hearing upon the
fairness of such terms and conditions at which all persons to whom
it is proposed to issue securities in such exchange shall have the
right to appear.

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

                         http://is.gd/h6uPgt

                       About NewLead Holdings

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.

Newlead Holdings's balance sheet balance sheet at June 30, 2012,
showed US$111.28 million in total assets, US$299.37 million in
total liabilities and a US$188.08 million total shareholders'
deficit.


NEW CENTAUR: S&P Assigns 'B' CCR & Rates $480MM Facility 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned Indiana-based gaming
operator New Centaur LLC its 'B' corporate credit rating.  The
outlook is positive.

At the same time, S&P assigned the company's $480 million first-
lien credit facility (consisting of a $20 million revolver due
2018 and a $460 million term loan due 2019) its 'B+' issue-level
rating (one notch higher than the 'B' corporate credit rating)
with a recovery rating of '2', indicating S&P's expectation for
substantial (70% to 90%) recovery for lenders in the event of
a payment default.

S&P also assigned the company's $175 million second-lien term loan
its 'CCC+' issue-level rating (two notches below the 'B' corporate
credit rating) with a recovery rating of '6', indicating S&P's
expectation for negligible (0% to 10%) recovery for lenders in the
event of a payment default.

The first- and second-lien credit facilities are borrowed at
Centaur Acquisition LLC, a subsidiary of New Centaur LLC, and
guaranteed by New Centaur LLC and its subsidiary Hoosier Park LLC.

Centaur used the proceeds from the proposed debt offerings to
refinance its existing first- and second-lien term loans, which
were in place following the company's exit from Chapter 11
bankruptcy protection on Oct. 1, 2011, and to purchase Indiana
Grand Casino & Indiana Downs racetrack.

S&P's 'B' corporate credit rating reflects its assessment of
Centaur's financial risk profile as "highly leveraged" and its
assessment of Centaur's business risk profile as "weak," according
to S&P's criteria.

S&P's assessment of Centaur's financial risk profile as "highly
leveraged" reflects its expectation that adjusted debt leverage
will remain in the mid-6x area through 2013, and improve to just
below 6x in 2014 (S&P's leverage measure includes about
$137 million in pay-in-kind notes); interest coverage will remain
in the mid-2x area; and that Centaur will generate solid
discretionary cash flow, a portion of which S&P expects will be
used for debt reduction.

"Our assessment of Centaur's business risk profile as weak
reflects its narrow business focus as an operator of a two racinos
in essentially the same market, which we believe exposes the
company to event risk including potential regional economic
volatility that could disproportionately affect its operations.
The relatively stable operating performance of both Hoosier Park
and Indiana Grand Casino throughout the economic cycle, as well as
favorable demographics in the Indianapolis metropolitan area,
somewhat temper these factors.  In addition, we believe the
company's market position is protected from meaningful additional
competition, because we believe there is minimal risk of any new
or relocated gaming licenses being granted in Indiana.  Similarly,
we expect additional competition opening in Ohio will have a
minimal effect on performance as the majority of Centaur's
customers are within 50 miles," S&P said.


NEW ENGLAND COMPOUNDING: Hiring Collora as Special Counsel
----------------------------------------------------------
Tim McLaughlin, writing for Reuters, reports that Paul Moore, the
trustee for New England Compounding Center's bankruptcy estate,
requested court approval to hire Boston law firm Collora LLP to
battle pharmacy board regulators from at least 28 states and
contend with an ongoing, previously disclosed investigation by the
U.S. Justice Department.

Reuters says NECC seeks to preserve its right to redeem several
million dollars worth of insurance policies for creditors.  The
insurance policies are key assets in the bankruptcy estate.

According to Reuters, Mr. Moore said he initially thought NECC
creditors would be best served if he allowed the pharmacy's
operating licenses to be forfeited in various states. But he said
he quickly learned there could be "adverse collateral
consequences," namely the ability to redeem various insurance
policies and claims for the benefit of creditors, if he let that
happen.

As of early March, there have been actions in at least 28 states
to compel a suspension, revocation or forfeiture of NECC's
license, the trustee said in his court request.  In addition, the
trustee learned that one unnamed state may seek to impose a
penalty of more than $2.5 million.

According to Reuters, the Chapter 11 trustee said Collora law
partner Paul Cirel, Esq. -- pcirel@collorallp.com -- has been
interacting with the U.S. Justice Department, which is
investigating the pharmacy.  Mr. Cirel has represented NECC since
2003 on regulatory matters.  He also has represented Barry Cadden,
NECC's chief pharmacist.

Reuters recounts that in January, U.S. Bankruptcy Judge Henry
Boroff temporarily restricted NECC's owners from selling their
luxury homes or spending up to $21 million they received last year
in salary and shareholder distributions.  The Official Committee
of Unsecured Creditors, which represents meningitis victims, has
said it would like to claw back that money for the bankruptcy
estate.

                  About New England Compounding

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012.
The Debtor owns and operates the New England Compounding Center is
located in Framingham, Mass.  The US Food and Drug Administration
shut down the Debtor's operations after it shipped thousands of
vials of steroids tainted with fungal meningitis.  The ensuing
outbreak killed 53 people and sickened 733 others.  In October
2012, the company recalled all its products, not just those
associated with the meningitis outbreak.  The Company said at the
outset of bankruptcy it would work with creditors and insurance
companies to structure a Chapter 11 plan dealing with personal
injury claims.

Daniel C. Cohn, Esq., at Murtha Cullina LLP, served as the
Debtor's counsel.  Verdolino & Lowey, P.C. is the financial
advisor.  The Debtor estimated assets and liabilities of at least
$1 million.

An official unsecured creditors' committee was formed to represent
individuals with personal-injury claims. The members selected
Brown & Rudnick LLP to be the committee's lawyers.

Paul Moore was later appointed as Chapter 11 Trustee.


NEW LEAF: Reports $218,500 Net Income in June 30 Quarter
--------------------------------------------------------
New Leaf Brands, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
available to common stockholders of $218,562 on $174,104 of net
sales for the three months ended June 30, 2012, as compared with a
net loss available to common stockholders of $2.63 million on
$658,527 of net sales for the same period during the prior year.

For the six months ended June 30, 2012, the Company incurred a net
loss available to common stockholders of $2.55 million on $174,104
of net sales, as compared with a net loss available to common
stockholders of $4.24 million on $1.34 million of net sales for
the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $1.49 million
in total assets, $3.97 million in total liabilities, and a
$2.47 million total stockholders' deficit.

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

                       http://is.gd/mbE4F6

In a separate filing, the Company said it requires additional time
to complete the review of its financial statements and disclosures
in order to complete the Form 10-K for the year ended Dec. 31,
2012.  The Company expects to file its Form 10-K within fifteen
calendar days of the prescribed due date.

                         About New Leaf

Old Tappan, N.J.-based New Leaf Brands, Inc., is a diversified
beverage holding company acquiring brands, distributors and
manufacturers within the beverage industry.

EisnerAmper LLP, in New York City, expressed substantial doubt
about New Leaf's ability to continue as a going concern following
the 2011 financial results.  The independent auditors noted that
the Company has suffered recurring losses from operations, has a
working capital deficiency, was not in compliance with certain
financial covenants related to debt agreements, and has a
significant amount of debt maturing in 2012.

The Company reported a net loss of $6.68 million on $2.27 million
of net sales for 2011, compared with a net loss of $9.13 million
on $4.26 million of net sales for 2010.


NORTH STAR CHARTER: S&P Cuts Idaho Housing Bonds Rating to 'CCC-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered  to 'CCC-' from 'B' and
placed on CreditWatch with negative implications the ratings on
the Idaho Housing & Finance Assn.'s nonprofit facilities revenue
bonds series 2009A and series 2009B (taxable), both issued
for the North Star Charter School project.

"The downgrade and negative CreditWatch placement reflect our view
that the likelihood of default is increased," said Standard &
Poor's credit analyst Robert Dobbins.  "The  charter school's
operations and cash balance have deteriorated, with audited fiscal
2012 ending worse than was expected at the time of our last rating
action.  As a result, the charter school ended fiscal 2012 in
violation of its financial covenants.  We also understand there is
an increased risk the charter school may lose its authorization
based on a letter of defect that it received," added Mr. Dobbins.

S&P expects to resolve this CreditWatch in the next three months,
based on the authorizer's outstanding letter of defect resulting
from the charter school's failure to demonstrate fiscal soundness.
S&P understands that management is required to respond to the
letter of defect within 30 days and that the authorizer will take
action thereafter, if necessary.

North Star Charter School is located in Eagle, Idaho, 10 miles
northwest of Boise.


NORTHCORE TECHNOLOGIES: Incurs C$2MM Comprehensive Loss in 2012
---------------------------------------------------------------
Northcore Technologies Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 20-F disclosing a
loss and comprehensive loss of C$2.02 million on C$1.36 million of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss and comprehensive loss of C$3.93 million on C$785,000 of
revenue for the year ended Dec. 31, 2011.

For the three months ended Dec. 31, 2012, the Company reported a
loss and comprehensive loss of $203,000 on $330,000 of revenue, as
compared with a loss and comprehensive loss of $660,000 on
$212,000 of revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed
C$2.71 million in total assets, C$868,000 in total liabilities,
and C$1.84 million in total shareholders' equity.

Collins Barrow Toronto LLP, in Toronto, Ontario, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.

"In 2012, we completed the acquisition of Envision Online Media,
evidencing that Northcore could complete an M&A transaction and
add operational value to a new partner," said James Moskos,
interim CEO of Northcore Technologies.  "The past year has also
seen broad ranging enhancements to our technology platform and a
renewed focus on the expansion of our IP portfolio.  These efforts
have culminated in the release of new products and a series of
accretive Patent applications.  Our objective is now to put the
remaining elements in place that will allow us to execute our
vision and bring the Company to a period of sustainable growth."

"The Company has not yet realized profitable operations and has
relied on non-operational sources of financing to fund operations.
The continued existence beyond 2012 is dependent on the Company's
ability to increase revenue from existing products and services,
and to expand the scope of its product offering which entails a
combination of internally developed software and business ventures
with third parties, and to raise additional financing.  The
Company cannot provide assurance that it will be able to execute
on its business plan or assure that efforts to raise additional
financings will be successful."

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

                         http://is.gd/QjV6YV

                     About Northcore Technologies

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.


OPTIMUMBANK HOLDINGS: Incurs $4.7 Million Net Loss in 2012
----------------------------------------------------------
Optimumbank Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $4.69 million on $5.16 million of total interest
income for the year ended Dec. 31, 2012, as compared with a net
loss of $3.74 million on $6.42 million of total interest income
for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $143.74
million in total assets, $136.83 million in total liabilities and
$6.91 million in total stockholders' equity.

                        Regulatory Matters

Effective April 16, 2010, the Bank consented to the issuance of a
Consent Order by the  Federal Deposit Insurance Corporation and
the the Florida Office of Financial Regulation, also effective as
of April 16, 2010.

The Consent Order represents an agreement among the Bank, the FDIC
and the OFR as to areas of the Bank's operations that warrant
improvement and presents a plan for making those improvements.
The Consent Order imposes no fines or penalties on the Bank.  The
Consent Order will remain in effect and enforceable until it is
modified, terminated, suspended, or set aside by the FDIC and the
OFR.

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

                         http://is.gd/84bKpM

                      About OptimumBank Holdings

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100% of OptimumBank,
a state (Florida)-chartered commercial bank.


OSAGE EXPLORATION: Incurs $516,700 Net Loss in 2012
---------------------------------------------------
Osage Exploration and Development, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $516,706 on $6.12 million of total
operating revenues for the year ended Dec. 31, 2012, as compared
with net income of $2.53 million on $3.51 million of total
operating revenues for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$14.73 million in total assets, $6.85 million in total
liabilities, and $7.87 million in total stockholders' equity.

Goldman, Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has an accumulated deficit as of Dec. 31, 2011.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

                         Bankruptcy Warning

"Management of the Company has undertaken steps as part of a plan
to improve operations with the goal of sustaining our operations
for the next 12 months and beyond. These steps include (a)
assigning a portion of our oil and gas leases in Logan County,
Oklahoma (b) participating in drilling of wells in Logan County,
Oklahoma within the next 12 months, (c) controlling overhead and
expenses and (d) raising additional equity and/or debt.  There is
no assurance the Company can accomplish these steps and it is
uncertain the Company will achieve profitable operations and
obtain additional financing.  There is no assurance additional
financings will be available to the Company on satisfactory terms
and conditions, if at all.  If we are unable to continue as a
going concern, we may elect or be required to seek protection from
our creditors by filing a voluntary petition in bankruptcy or may
be subject to an involuntary petition in bankruptcy.  To date,
management has not considered this alternative, nor does
management view it as a likely occurrence."

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

                        http://is.gd/0msQOq

                      About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.


OVERSEAS SHIPHOLDING: Luxmar Product Files Assets, Debts Schedules
------------------------------------------------------------------
Luxmar Product Tanker Corporation, an affiliate of Overseas
Shipholding Group, Inc., filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property
B. Personal Property     $48,859,705.99
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                                        $35,612,178.03
                         --------------          --------------
TOTAL                    $48,859,705.99          $35,612,178.03

                     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: Luxmar Tanker Files Assets, Debts Schedules
-----------------------------------------------------------------
Luxmar Tanker LLC, 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     $56,817,831.32
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                                        $32,351,175.85
                         --------------          --------------
TOTAL                    $56,817,831.32          $32,351,175.85

                     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: Majestic Files Assets, Debts Schedules
------------------------------------------------------------
Majestic Tankers 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     $57,182,521.54
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                                        $10,487,134.68
                         --------------          --------------
TOTAL                    $57,182,521.54          $10,487,134.68

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PATRIOT COAL: MSHA Withdraws Violations Notice at Brody Mine
------------------------------------------------------------
The Dodd-Frank Wall Street Reform and Consumer Protection Act was
enacted on July 21, 2010.  Section 1503 of the Dodd-Frank Act
requires a Current Report on Form 8-K if a company receives
written notice from the Mine Safety and Health Administration that
a company mine has (1) a pattern of violations of mandatory health
or safety standards that are of such nature as could have
significantly and substantially contributed to the cause and
effect of coal or other mine health or safety hazards under
section 104(e) of the Federal Mine Safety and Health Act of 1977
or (2) the potential to have such a pattern.

On March 7, 2013, Patriot reported that MSHA notified Brody
Mining, LLC, that a potential pattern of violations under Section
104(e) of the Mine Act exists at the Brody Mine No. 1.  After
reviewing information provided by Brody, MSHA concluded that no
potential pattern of violations exists under Section 104(e) at the
Mine and withdrew the notice of potential pattern of violations on
March 28, 2013.  No employees have been harmed, and production
remains unaffected.

                        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: UMWA to Plant Crosses Across Peabody HQ Today
-----------------------------------------------------------
Members of the United Mine Workers union, joined by labor, faith
and community supporters, will plant 1,000 white crosses at Kiener
Plaza, across from Peabody Energy headquarters, in St. Louis, Mo.,
on April 16 beginning at 10 a.m.

The crosses will be in memory of the 666 fatalities that have
occurred at mines operated by Peabody Energy, Arch Coal and
Patriot Coal or their subsidiaries since 1903, and will symbolize
the more than 22,000 active and retired miners, dependents and
surviving spouses who will be at risk if Patriot Coal, Peabody
Energy and Arch Coal succeed in their efforts to effectively
eliminate contractually-guaranteed health care benefits.

     Who: UMWA International President Cecil Roberts, UMWA
International Secretary Treasurer Dan Kane, Coalition of Black
Trade Unionists President Emeritus Bill Lucy, Illinois State AFL-
CIO Secretary-Treasurer Tim Drea, Boilermakers International
Industrial Sector Vice President Jim Pressley, coal miners,
retirees and family members; St. Louis-area labor activists, faith
and community leaders.

     What: Planting of 1,000 white crosses in Kiener Plaza

     When and Where:

          10:00 a.m. -- (CDT) Tuesday April 16th -- March begins
from Crowne Plaza Hotel, 4th and Pine Streets

          10:15 a.m. -- Assemble at Kiener Plaza, near 7th and
Market Streets, for rally and planting of crosses.

"The corporate executives trying to get away with this outrageous
scam tell us we should make decisions based on 'fact,' not
'emotion,'" said UMWA President Cecil Roberts. "Here's a fact: If
you take away the benefits retired miners and their spouses need
for medicine, doctor visits and hospital care, they will become
sicker and poorer. And they will die younger."

"The companies want to argue this case in bankruptcy court --
where they can hide behind their $1,000-an-hour lawyers -- instead
of in the court of public opinion," said UMWA Secretary Treasurer
Dan Kane. "No wonder they don't want anybody to watch -- because
what they're doing to sick, retired miners and their widows and
widowers is just plain wrong."

Protestors will also return to St. Louis on Monday, April 29. The
U.S. Bankruptcy court is expected to hear a motion on that date
about Patriot Coal's demand to effectively eliminate health care
benefits for retired miners and surviving spouses, along with
drastic cuts in wages, health care and working conditions for
active miners.

Between 10,000 and 11,000 miners and supporters marched on Patriot
Coal's headquarters in Charleston, West Virginia on April 1, and
16 were arrested in a non-violent action. U.S. Senators Jay
Rockefeller and Joe Manchin, West Virginia Governor Earl Ray
Tomblin, U.S. Rep. Nick Rahall and West Virginia Secretary of
State Natalie Tennant addressed a rally at the Charleston Civic
Center prior to the march on Patriot Coal.

"At a young age, my mother and my grandmother, Mama Kay, taught me
that your word is your bond," wrote Sen. Manchin in the Charleston
Gazette on April 6:

"When I looked out into the rally's crowd, I saw men and women who
have kept their word. It is time for their employers to keep their
promise to the miners who worked hard for them."

Patriot, which filed for bankruptcy in 2012, was spun off from
Peabody Energy in 2007 with approximately 43 percent of Peabody's
pension and health care liabilities but just 11 percent of its
productive assets.  According to Temple University finance
professor Bruce Rader, Patriot's business structure was "designed
to fail."

Patriot also later assumed pension and health care obligations for
retired union miners who had worked for Arch Coal, which shed its
liabilities in a similar fashion as Peabody. Ninety percent of the
retirees Patriot is responsible for never worked for Patriot, but
worked for Peabody or Arch instead.

Video of the April 16th event will be livestreamed beginning at 10
am (Central time) at:

     http://www.ustream.tv/channel/mineworkers

and live blogged at:

     http://www.fairnessatpatriotnow.blogspot.com

More information about the UMWA campaign for active and retired
miners is at FairnessAtPatriot.org

As reported in the April 15 edition of the TCR, Patriot Coal last
week revised its proposal and offered union workers an equity
stake in a reorganized company.  According to a St. Louis Post-
Dispatch article, Patriot Coal on April 10 submitted to the UMWA a
proposal wherein, among others, the union would get a 35% interest
in the reorganized company, which stake is estimated to be worth
hundreds of millions of dollars, and the Company would extend 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.

UMWA International President Cecil E. Roberts on April 12 said,
"While we are working with our financial advisors to fully analyze
the amended Section 1114 proposals made by Patriot Coal yesterday
with respect to health care for retired miners, their dependents
and widows, this appears to be a step forward by the company.

"There are still considerable problems with the company's
intentions to change the existing contract for active workers
under the Section 1113 process.  We are nowhere near a fair and
just agreement regarding that part of this equation.

"We continue to believe that an agreement can be reached that
provides Patriot with the short-term relief it needs to emerge
from bankruptcy, keep people working and become a profitable
company again without putting retirees' lives at risk or demanding
the deep sacrifices the company says it needs from hourly workers.
We will continue our discussions with the company on these
issues."

Meanwhile, in an interview with The West Virginia State Journal,
Patriot Coal CEO Ben Hatfield essentially confirmed what the mine
workers union have been saying for months: "That Patriot was spun
off from Peabody Energy with too many liabilities and not enough
assets."

"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," Mr. Hatfield said in the
interview.  "Now, they were some good assets. . . . 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 said: "It's one of the areas where I frankly agree
with many of things (UMWA President) Cecil Roberts has said.
Something doesn't quite smell right here."

An article on the entire interview with Mr. Hatfield is available
at http://is.gd/Wgq5ib

A video version is available at http://is.gd/LnTKAk

                        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.


PEER REVIEW: Chief Financial Officer Resigns
--------------------------------------------
Marc E. Combs, the chief financial officer of Peer Review
Mediation and Arbitration, Inc., resigned from his position On
March 15, 2013.

                         About Peer Review

Deerfield Beach, Fla.-based Peer Review Mediation and Arbitration,
Inc., was incorporated in the State of Florida on April 16, 2001.
The Company provides peer review services and expertise to law
firms, medical practitioners, insurance companies, hospitals and
other organizations in regard to personal injury, professional
liability and quality review.

The Company's balance sheet at Sept. 30, 2012, showed $1.8 million
in total assets, $5.9 million in total liabilities, and a
stockholders' deficit of $4.1 million.

As reported in the TCR on Aug. 6, 2012, Peter Messineo, CPA, in
Palm Harbor, Fla., expressed substantial doubt about Peer Review's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  Mr. Messineo
noted that the Company has recurring losses from operations, a
working capital deficit, negative cash flows from operations and a
stockholders' deficit.


PLAZA VILLAGE: Hires Andrew H. Griffin III as Counsel
-----------------------------------------------------
Plaza Village Senior Living LLC asks the U.S. Bankruptcy Court for
permission to employ the Law Offices of Andrew H. Griffin, III as
counsel.

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

A $17,500 retainer has been paid to the firm.  The firm's rates
are:

   Professional                  Rates
   ------------                  -----
   Attorneys                     $325/hr
   Associate Attorney            $250/hr
   Paralegal                     $150/hr
   Law Clerk                      $75/hr

Plaza Village Senior Living, LLC, filed a Chapter 11 petition
(Bankr. S.D. Cal. Case No. 13-02723) on March 19, 2013.  Darryl
Clubb signed the petition as managing member.  The Debtor
scheduled assets of $11,533,346 and scheduled liabilities of
$15,751,246.  Andrew H. Griffin, III, Esq., of Law Offices of
Andrew H. Griffin, III, serves as the Debtor's counsel.

On March 27, the bankruptcy case was transferred to the calendar
of Bankruptcy Judge Peter W. Bowie for all further matters and
hearings.


PLC SYSTEMS: Reports $3 Million Net Income in Fourth Quarter
------------------------------------------------------------
PLC Systems Inc. reported net income of $3 million on $485,000 of
revenue for the three months ended Dec. 31, 2012, as compared with
a net loss of $1.02 million on $189,000 of revenue for the same
period a year ago.

For the year ended Dec. 31, 2012, the Company a net loss of $8.38
million on $1.08 million of revenue, as compared with a net loss
of $5.75 million on $671,000 of revenue during the prior year.

"RenalGuard sales during the fourth quarter showed a marked
improvement as we filled a large stocking order to Discomed, our
distributor in Brazil," commented Mark Tauscher, president and
chief executive officer of PLC Systems.  "We worked for more than
a year to secure the necessary approvals from Brazilian regulatory
authorities, and are making progress in our efforts to receive
regulatory approvals across Latin America via our distributor
Girlow USA."

Mr. Tauscher added, "We continue to enroll patients into our
pivotal trial to support a Premarket Approval filing for
RenalGuard with the U.S. Food and Drug Administration to reduce
the onset of CIN.  We raised $4.0 million in gross proceeds in an
equity offering during the first quarter of 2013.  Of the
estimated 7.0 million diagnostic and interventional imaging
procedures performed worldwide each year that involve the use of
contrast agents, we believe that 15% or approximately 1.0 million
patients could be considered at-risk for CIN and thus benefit from
RenalGuard."

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

                        http://is.gd/F4mJsc

                         About PLC Systems

Milford, Massachusetts-based PLC Systems Inc. is a medical device
company specializing in innovative technologies for the cardiac
and vascular markets.  The Company's key strategic growth
initiative is its newest marketable product, RenalGuard(R).
RenalGuard is designed to reduce the potentially toxic effects
that contrast media can have on the kidneys when it is
administered to patients during certain medical imaging
procedures.

Following the 2011 financial results, McGladrey & Pullen, LLP, in
Boston, Massachusetts, expressed substantial doubt about PLC
Systems' ability to continue as a going concern.  The independent
auditors noted that the Company has sustained recurring net losses
and negative cash flows from continuing operations.

The Company reported a net loss of $5.76 million for 2011,
compared with a net loss of $505,000 for 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $1.79 million in total
assets, $16.85 million in total liabilities and a $15.06 million
total stockholders' deficit.


PLY GEM HOLDINGS: Amends ABL Credit Facility with UBS AG
--------------------------------------------------------
Ply Gem Industries, Inc., a wholly-owned subsidiary of Ply Gem
Holdings, Inc., on April 3, 2013, entered into an amendment to its
senior secured asset-based revolving credit facility with UBS AG,
Stamford Branch, as U.S. administrative agent, and UBS AG Canada
Branch, as Canadian administrative agent.  The amendment to the
ABL Facility, among other things:

   (i) increased the Tuck-in acquisition level from $20 million to
       $25 million and modified the required excess availability
       levels for certain acquisitions to the lesser of (x) 25% of
       the lesser of the borrowing base and aggregate commitments
       and (y) $17.5 million;

  (ii) increased the amount of debt that Ply Gem Holdings is
       permitted to incur under the tax receivable agreement from
       $65 million to $100 million, subject to the satisfaction of
       certain conditions, including the Company maintaining
       excess availability levels greater than the lesser of (x)
       25% of the lesser of the borrowing base and aggregate
       commitments and (y) $17.5 million; and

(iii) modified the change of control definition so that a change
       of control will be deemed to occur if, following a
       Qualifying IPO, a person or group is or becomes the
       beneficial owner, directly or indirectly, of voting equity
       interests of Ply Gem Holdings representing the greater of
       (x) 35% or (y) the voting power of the voting equity
       interests of Ply Gem Holdings owned by the Equity Investors
       rather than requiring the Equity Investors to maintain a
       minimum voting or ownership level in Ply Gem Holdings.

                      Amends Form S-1 Prospectus

Ply Gem Holdings filed with the U.S. Securities and Exchange
Commission amendment no.3 to the Form S-1 registration statement
relating to the initial public offering of its common stock.

Prior to this offering, there has been no public market for the
Company's common stock.  The initial public offering price of the
common stock is expected to be between $[   ] and $[   ] per
share.  The Company intends to apply for listing of its common
stock on the New York Stock Exchange under the symbol "PGEM."

The Company will not receive any proceeds from the sale of the
shares by the selling stockholders.

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

                        http://is.gd/lFhfkf

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

Ply Gem Holdings incurred a net loss of $39.05 million in 2012, as
compared with a net loss of $84.50 million in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $881.85
million in total assets, $1.19 billion in total liabilities and
$314.94 million total stockholders' deficit.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.

SGS International carries a 'B1' corporate family rating from
Moody's Investors Service.


PLZ AEROSCIENCE: S&P Assigns Prelim. 'B' CCR; Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B'
corporate credit rating to St. Clair, Mo.-based PLZ Aeroscience
Corp.  The outlook is stable.

At the same time, S&P assigned a preliminary 'B' issue rating to
the company's proposed senior secured credit facilities, which
include a $20 million U.S. revolver due 2018, a C$5 million
Canadian revolver due 2018, a $163.0 million U.S. term loan due
2019, a $67.5 million U.S. delayed draw term loan due 2019, and a
C$18.9 million Canadian term loan due 2019.  The preliminary
recovery rating is '3', which indicates S&P's expectation of
meaningful recovery (50% to 70%) for creditors in the event of a
payment default or bankruptcy.  PLZ's U.S. subsidiary, Plaze Inc.,
will issue the U.S. senior secured credit facilities, while its
Canadian subsidiary, K-G Spray-Pak Inc., will issue the Canadian
credit facilities.

The preliminary corporate credit and issue ratings are subject to
review of final documentation upon completion of the financing.

The ratings on PLZ reflect S&P's assessment of the company's
narrow product focus within a fragmented and mature aerosol
industry and lack of geographic diversity.  The ratings also
reflect S&P's opinion that financial policy is very aggressive and
debt burden is significant, S&P's expectation for credit ratios
to remain weak, and its view that liquidity will remain adequate.

The outlook is stable, which reflects S&P's expectation that PLZ
will generate modest organic EBITDA growth through low-single-
digit organic sales increases in its key business segments, and
reflects S&P's forecast for marginal improvement in the company's
key credit measures over the next year.  S&P believes credit
measures will remain close to current levels in 2013, including
leverage in the mid-7x area (approximately 5x when excluding the
preferred stock from adjusted debt).


PRECISION OPTICS: Offering 700,000 Common Shares
------------------------------------------------
Precision Optics Corporation, Inc., filed with the U.S. Securities
and Exchange Commission a Form S-1 registration statement relating
to the sale or other disposition of up to 700,000 shares of the
Company's common stock and shares underlying warrants by Special
Situations Fund III QP, L.P., and Special Situations Private
Equity Fund, L.P.

The Company is not selling any securities in this offering and
therefore will not receive any proceeds from this offering.  The
Company may receive proceeds from the possible future exercise of
warrants.  All costs associated with this registration will be
borne by the Company.  The Company's common stock is quoted on the
OTCQB under the symbol "PEYE."  On April 1, 2013, the last
reported sale price of the Company's common stock on the OTCQB was
$0.55 per share.

A copy of the Form S-1 prospectus is available for free at:

                        http://is.gd/7ZQCv3

                      About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

The Company reported net income of $960,972 on $2.15 million of
revenue for the year ended June 30, 2012, compared with a net loss
of $1.05 million on $2.24 million of revenue during the prior
fiscal year.

The Company's balance sheet at Sept. 30, 2012, showed
$3.38 million in total assets, $984,227 in total liabilities, all
current, and $2.40 million in total stockholders' equity.


PUERTO DEL REY: Challenges Bank's Case Dismissal Bid
----------------------------------------------------
Puerto del Rey, Inc. has asked the Bankruptcy Court to deny the
motion filed by FirstBank Puerto Rico seeking dismissal of the
Debtor's chapter 11 case.

The Debtor said, "It is with such incomplete, self-serving and
viced premise that FB advocates that Debtor's Chapter 11 petition
has been filed in bad faith and should be dismissed under 11
U.S.C. Sec. 1112 (b) or in the alternative, that this Court should
abstain from considering the same under 11 U.S.C. Sec. 305 or 28
U.S.C. Sec. 1334."

As reported by the Troubled Company Reporter on March 15, 2013,
FirstBank Puerto Rico has asked the Court to enter an order
dismissing the case, or, alternatively, for abstention, saying
there is prima facie evidence of the Debtor's bad-faith in
commencing its case.

In December 2009, FirstBank and the Debtor entered into a loan
agreement for $46.55 million, consisting of three credit
facilities.  The debts under the Loan Agreement were evidenced by
promissory notes.

According to the Debtor, FirstBank made reference to Case No. NSCI
2011-0442, before the Court of First Instance of Puerto Rico,
Fajardo Section, "and vacuously refers to such case as a
restructuring proceeding instituted by Debtor, when such a
qualification is unsustainable first because it is false and
second because Case No. NSCI 2011-0442 was not and cannot be a
substitute for the reorganization proceedings filed by Debtor."

The Debtor claimed that FirstBank erroneously argued that the
Debtor achieved a restructuring allegedly evidenced by a
stipulation for the entry of a judgment by consent in Case No.
NSCI 2011-0442, which terms were incorporated by reference into a
final judgment.  FirstBank alleged that the Debtor took advantage
of the 6 months drop dead term provided by the Settlement to pay
FirstBank $43 million.  FirstBank prevented the Debtor from making
that payment.

The Debtor said that Case No. NSCI 2011-0442 with the Fajardo
Court was filed by the Debtor and others.  FirstBank counter-
claimed to collect the debt evidenced by the Promissory Notes and
execute the mortgages and other security agreements that served as
collateral to the Promissory Notes.  The case resulted in the
Settlement dated July 10, 2012.  According to the Settlement, the
Debtor and the other plaintiffs stipulated with FirstBank, that
the Debtor's and the other plaintiffs' total debt to the bank, as
of July 9, 2012, amounting to $56.96 million including principal,
accrued interest, penalties, charges and legal fees, would be
reduced to $43 million and would be payable by the Debtor, without
interest, on or before Dec. 31, 2012.

The parties further stipulated that in the event of non-payment by
the Debtor of the $43 million by Dec. 31, 2012, FirstBank's
remedies would be limited to either (i) require the Debtor to
deliver the mortgaged real estate in favor of FB in lieu of
payment or (ii) the execution of said mortgages through confession
of judgment.  The Settlement, according to the Debtor,
extinguished the Debtor's original obligations to FirstBank under
the Promissory Notes.

The Debtor said the old and the new obligations are incompatible,
the new one for the $43 million substituting the old one evidenced
by the Promissory Notes.  The Debtor said dismissal with prejudice
of FirstBank's counterclaim "extinguished the obligations under
the Promissory Notes.  A new and different obligation was created
by the Settlement, e.g. the $43 million."

                       About Puerto del Rey

Puerto del Rey, Inc., owner of the Puerto Del Rey Marina, filed
a petition for Chapter 11 protection (Bankr. D.P.R. Case No.
12-10295) on Dec. 28, 2012, in Old San Juan, Puerto Rico, owing
$43 million to secured lender First Bank Puerto Rico Inc.  The
22-acre facility in Fajardo, Puerto Rico, has 918 wet slips and
dry storage for 600 boats.  Bankruptcy was designed to forestall
creditors from attaching assets.  The Debtor disclosed assets of
$99.8 million and liabilities totaling $44.4 million.


PURADYN FILTER: Incurs $2.2 Million Net Loss in 2012
----------------------------------------------------
Puradyn Filter Technologies Incorporated reported a net loss of
$2.22 million on $2.56 million of net sales for the year ended
Dec. 31, 2012, as compared with a net loss of $1.61 million on
$2.67 million of net sales for the year ended Dec. 31, 2011.

Kevin G. Kroger, President and COO, stated, "2012 was a
disappointing year for us with respect to total revenue.  However,
interest in our product has shown signs of new growth after a
recent article in a trade publication, which, for the first time,
quoted one of our largest customers, showing their annual cost
savings from operations have exceeded $5 million through the use
of our bypass oil filtration systems.  In addition, they reduced
their waste oil disposal by over 373,000 gallons, a significant
reduction of their carbon footprint.

"With increased interest in the mining and commercial marine
industries, as well as new interest from overseas, we remain
optimistic for 2013."

                       About Puradyn Filter

Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) designs, manufactures and markets the puraDYN's Oil
Filtration System.

As reported in the TCR on April 10, 2012, Webb and Company, P.A.,
in Boynton Beach, Florida, expressed substantial doubt about
Puradyn's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has suffered recurring
losses from operations, its total liabilities exceed its total
assets, and it has relied on cash inflows from an institutional
investor and current stockholder.

The Company's balance sheet at Sept. 30, 2012, showed $1.45
million in total assets, $10.12 million in total liabilities and a
$8.67 million total stockholders' deficit.


QBEX ELECTRONICS: Committee Can Hire Genovese Joblove as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of QBEX Electronics
Corporation obtained permission from the U.S. Bankruptcy Court for
the Southern District of Florida to retain Glenn D. Moses, Esq.,
and the law firm of Genovese, Joblove & Battista, P.A., as counsel
to the Committee.

As reported by the Troubled Company Reporter on Jan. 25, 2013,
Genovese Joblove will:

  (a) advise the Committee with respect to its rights, powers,
      and duties in these Chapter 11 cases;

  (b) assist and advise the Committee in its consultations with
      the Debtors relative to the administration of the Chapter
      11 cases;

  (c) assist the Committee in analyzing the claims of the Debtors'
      creditors and in negotiating with such creditors;

  (d) assist with the Committee's investigation of the acts,
      conduct, assets, liabilities, and financial condition of the
      Debtor and of the operation of the Debtors' business;

  (e) assist the Committee in its analysis of, and negotiations
      with, the Debtors and/or any third party concerning matters
      related to, among other things, the use of cash collateral,
      debtor in possession financing, the liquidation of assets
      and the terms of a plan or plans of reorganization;

  (f) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in these Chapter 11 cases;

  (g) represent the Committee at all hearings and other
      proceedings in the Chapter 11 cases;

  (h) review and analyze all applications, motions, orders,
      statements of operations, and schedules filed with the Court
      and advise the Committee as to their propriety;

  (i) assist the Committee in preparing pleadings and applications
      as may be necessary in furtherance of the Committee's
      interests and objectives; and

  (j) perform other legal services as may be required and are
      deemed to be in the interests of the Committee in accordance
      with the Committee's powers and duties as set forth in the
      Bankruptcy Code.

The firm attested that it is "disinterested" as such term is
defined in 11 U.S.C. Section 101(14) and has no connection with
the Debtors, their creditors or any other party in interest.

The hourly rates for the attorneys at GJB range from $200 to $550
per hour.  The hourly rates for the legal assistants at GJB range
from $125 to $180.  GJB reserves the right to increase its hourly
rates in accordance with its normal and customary business
practices.

                      About QBEX Electronics

QBEX Electronics Corporation, Inc., based in Miami, Florida, filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 12-37551) on
Nov. 15, 2012.  Judge Robert A. Mark oversees the case.  Robert A.
Schatzman, Esq., and Steven J. Solomon, Esq., at GrayRobinson,
P.A., serve as the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, listing $433,627 in
assets and $5,792,217 in liabilities.


QBEX ELECTRONICS: Committee Can Hire Marcum as Financial Advisors
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of QBEX Electronics
Corporation sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of Florida to retain
Barry E. Mukamal and the firm of Marcum, LLP, as financial
advisors to the Committee.

Marcum will render these services:

   a. Assistance in the review of reports or filings as required
      by the Bankruptcy Court or the Office of the United States
      Trustee, including, but not limited to, schedules of assets
      and liabilities, statements of financial affairs and monthly
      operating reports;

   b. Review of the Debtors' financial information, including, but
      not limited to, analyses of cash receipts and disbursements,
      financial statement items and proposed transactions for
      which Bankruptcy Court approval is sought;

   c. Review and analysis of the reporting regarding cash
      collateral and any debtor-in-possession financing
      arrangements and budgets;

   d. Review of pre-petition transfers to third parties and
      analysis of potential causes of action under Chapter 5 of
      the Bankruptcy Code;

   e. Assistance in evaluating reorganization strategy and
      alternatives available to the creditors;

   f. Advice and assistance to the Committee in negotiations and
      meetings with the Debtors and its lenders;

   g. Advice and assistance on the tax consequences of any
      proposed plans of reorganization;

   h. If necessary, litigation consulting services and expert
      witness testimony regarding confirmation issues, avoidance
      actions or other matters; and

   i. Other such functions as requested by the Committee or its
      counsel to assist the Committee in the Chapter 11 case.

The current normal and customary hourly rates for financial
advisory services to be rendered by Marcum are:

      Personnel                             Rate
      ---------                             ----
      Barry Mukamal                         $475.00
      Susan Smith                           $360.00
      Sharmila Khanorkar                    $305.00
      Lisa Owens                            $130.00

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

                      About QBEX Electronics

QBEX Electronics Corporation, Inc., based in Miami, Florida, filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 12-37551) on
Nov. 15, 2012.  Judge Robert A. Mark oversees the case.  Robert A.
Schatzman, Esq., and Steven J. Solomon, Esq., at GrayRobinson,
P.A., serve as the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, listing $433,627 in
assets and $5,792,217 in liabilities.


QUALITY DISTRIBUTION: President and COO to Retire
-------------------------------------------------
Stephen R. Attwood, the president and chief operating officer of
Quality Distribution, Inc., announced his intention to retire from
the Company on April 30, 2013.  Mr. Attwood will continue to serve
in his current positions until his retirement.  The Company has no
current plan to fill Mr. Attwood's positions upon his retirement.

"Steve has contributed as much to the success of this company as
anyone, and I am very grateful he came out of retirement in 2008
to help engineer a turnaround in our business model.  Over the
last eighteen months, Steve has spent the vast majority of his
time building and overseeing our energy logistics business, which
he and Mark Bitting grew from a concept into a $160 million in
revenue operation with further opportunities for growth," said
Gary Enzor, chief executive officer.

Enzor added, "Over the last twenty-one years, I have had the
privilege of working with Steve at four separate companies, and
will sincerely miss his tireless drive for results.  We wish him
well in retirement and his pursuit of philanthropic activities."

Thomas N. Flessor will succeed Attwood in managing the company's
energy logistics business as President of QC Energy Resources
("QCER"), a wholly-owned subsidiary of Quality Distribution.

"Tom is a hands-on operating executive with deep industrial and
transportation experience," said Enzor.  "Tom joined us in 2010
where he was primarily responsible for managing our transportation
assets, and was extremely successful in improving efficiency
within our chemical logistics business.  More recently, he has
been actively involved in managing and improving our Texas and
Oklahoma shale operations.  Going forward, Tom will focus on
enhancing the profitability of our energy logistics business by
rationalizing underperforming operations, improving asset
utilization, and shifting our product mix toward steadier, more
predictable oil movements versus water movements.  Tom has led
large and complex operations working for Allied-Signal and
Honeywell, and he also worked for British Petroleum early in his
career.  I believe his excellent operational focus will help us
quickly improve profitability in our high-growth potential energy
logistics business."

Mark Bitting, who previously served as President of QCER, will
take on the role of Executive Vice President of Sales and
Marketing for QCER.

"Mark had the fortitude and tenacity to get our energy logistics
business off the ground and spent most of his time building out
the model from a sales and marketing perspective," said Enzor.
"He is extremely knowledgeable about the unconventional oil and
gas marketplace and will leverage his strong customer
relationships to help QCER in its next stage of growth.

In connection with his retirement, the Company and Mr. Attwood
entered into an Agreement of Separation and Release.  In
accordance with the Separation Agreement and in recognition of his
valuable contributions to the Company, Mr. Attwood will be
entitled to an amount equal to approximately $45,000, in respect
of his annual cash bonus at target prorated through April 30,
2012, paid at the same time as annual cash bonuses are normally
paid, amounts aggregating $275,000, equivalent to a year's salary,
payable in accordance with the normal payroll cycles of the
Company for 52 weeks, and continuing coverage under the Company's
health plan for 52 weeks.  These benefits are in accordance with
the benefits to which Mr. Attwood would be entitled upon
termination by him for good reason under his Employment Agreement
dated as of July 28, 2008, as amended by that certain Modification
to Terms of Employment dated as of Dec. 30, 2012.  In addition,
Mr. Attwood will be permitted to exercise vested options through
Feb. 4, 2014, and the following equity awards previously granted
to him will be allowed to continue to vest as if Mr. Attwood were
still employed by the Company: options with respect to 18,750
shares of the Company's stock granted on Nov. 4, 2009, and
scheduled to vest on Nov. 4, 2013, 12,500 shares of restricted
stock granted on Nov. 4, 2009, and scheduled to vest on Nov. 4,
2013, and 10,250 shares of restricted stock granted on Feb. 13,
2012, and scheduled to vest on Feb. 13, 2014.

Under the Separation Agreement, Mr. Attwood has granted the
Company a general release of all claims.  Mr. Attwood also agreed
to extend his existing prohibition under the Employment Agreement
on competing with the Company or soliciting its customers or
employees to a period of 24 months following the cessation of his
employment.

                    About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

Quality Distribution reported net income of $50.07 million for the
year ended Dec. 31, 2012, as compared with net income of $23.43
million in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $513.60
million in total assets, $532.04 million in total liabilities and
a $18.44 million total shareholders' deficit.

                        Bankruptcy Warning

The Company had consolidated indebtedness and capital lease
obligations, including current maturities, of $418.8 million as of
Dec. 31, 2012.  The Company must make regular payments under the
ABL Facility and its capital leases and semi-annual interest
payments under its 2018 Notes.

The Company's 2018 Notes issued in the quarter ended Dec. 31,
2010, carry high fixed rates of interest.  In addition, interest
on amounts borrowed under the Company's ABL Facility is variable
and will increase as market rates of interest increase.  The
Company does not presently hedge against the risk of rising
interest rates.  The Company's higher interest expense may reduce
its future profitability.  The Company's future higher interest
expense and future redemption obligations could have other
important consequences with respect to the Company's ability to
manage its business successfully, including the following:

   * it may make it more difficult for the Company to satisfy its
     obligations for its indebtedness, and any failure to comply
     with these obligations could result in an event of default;

   * it will reduce the availability of the Company's cash flow to
     fund working capital, capital expenditures and other business
     activities;

   * it increases the Company's vulnerability to adverse economic
     and industry conditions;

   * it limits the Company's flexibility in planning for, or
     reacting to, changes in the Company's business and the
     industry in which the Company operates;

   * it may make the Company more vulnerable to further downturns
     in its business or the economy; and

   * it limits the Company's ability to exploit business
     opportunities.

The ABL Facility matures August 2016.  However, the maturity date
of the ABL Facility may be accelerated if the Company defaults on
its obligations.

"If the maturity of the ABL Facility and/or such other debt is
accelerated, we may not have sufficient cash on hand to repay the
ABL Facility and/or such other debt or be able to refinance the
ABL Facility and/or such other debt on acceptable terms, or at
all.  The failure to repay or refinance the ABL Facility and/or
such other debt at maturity would have a material adverse effect
on our business and financial condition, would cause substantial
liquidity problems and may result in the bankruptcy of us and/or
our subsidiaries.  Any actual or potential bankruptcy or liquidity
crisis may materially harm our relationships with our customers,
suppliers and independent affiliates."


READER'S DIGEST: Revised Plan Offers 0.1% to Unsecureds
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Reader's Digest Association filed a revised
reorganization plan and disclosure statement telling unsecured
creditors with $380 million in claims why they should be satisfied
with a sharing of $500,000 for a recovery of 0.1%.

According to the report, RDA filed a reorganization plan March 21
and scheduled an April 25 hearing for approval of disclosure
materials.  The recovery for unsecured creditors was left blank,
until RDA filed the amended plan on April 10.

The company, the report relates, says the only unencumbered assets
available for unsecured creditors' are RDA's one-third interest in
foreign subsidiaries.  Those offshore companies have little value
given limited interest by third parties and intercompany debt
owing to the parent in the U.S.  The revised disclosure statement
tells unsecured creditors how they can carve up $500,000 among
themselves only if they vote as a class in support of the plan. If
they do, secured creditors' deficiency claims won't participate in
the recovery earmarked for unsecured creditors.  RDA also said any
litigation claims don't have value to increase the recovery by
unsecured creditors.

The plan is designed to carry out an agreement negotiated before
the Chapter 11 filing with holders of 70% of what amounts to
$475.9 million in second-lien floating-rate notes.  The plan would
reduce debt by 80% from conversion $231 million of the notes into
the new equity.  The noteholders' deficiency claim of
$244.9 million would be treated as a general unsecured claim if
unsecured creditors don't vote for the plan.

                     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.


REGAL ENTERTAINMENT: Loan Repricing No Impact on Fitch Ratings
--------------------------------------------------------------
The ratings of Regal Entertainment Group (Regal) and Regal Cinemas
Corporation (Regal Cinemas) are unaffected following the repricing
of its term loan.

The proposed terms of the new agreement are materially unchanged.
In addition to slightly lower pricing, total leverage and total
adjusted leverage maintenance covenants will only be tested if 25%
of the revolver is outstanding.

Liquidity and Leverage

Regal's solid liquidity position is supported by annual pre-
dividend Free Cash Flow (FCF) between $150 million and $300
million, with $110 million of cash on hand and $82.3 million
availability under its $85 million revolver due 2017. FCF before
dividend, as of Dec. 31, 2012, latest-twelve-month (LTM) was $257
million.

Fitch expects FCF to be used for acquisitions and/or an
extraordinary dividend as it was in 2008, 2010, and 2012. Fitch
does not have any material concerns with Regal's liquidity. Regal
has a favorable maturity profile with over the next few years
(next material maturity is the $1 billion term loan due 2017).

Fitch calculates unadjusted gross leverage of 4.1x, proforma for
January Holdco Note issuance, and interest coverage at 4.0x as of
Dec 31, 2012.

KEY RATING DRIVERS

-- Regal Entertainment Group's (Regal) ratings reflect Fitch's
belief that movie exhibition will continue to be a key promotion
window for the movie studio's biggest/most profitable releases.

-- Industry fundamentals have benefitted from a strong film slate
in 2012 that included 'The Avengers,' 'The Amazing Spider-Man,'
and 'The Dark Knight Rises.' The 2013 film slate is also solid and
includes some highly anticipated movies such as 'The Hunger Games:
Catching Fire,' 'Iron Man 3,' 'Star Trek Into Darkness,' 'The
Hobbit: Desolation of Smaug,' and 'Thor: The Dark World.' However,
Fitch believes that the 2013 film slate, while solid, will not be
able to match 2012's performance. Fitch expects industry box
office revenues to be down in the low to mid-single digits. Fitch
believes that this is part of the hit-cyclical nature of the
industry and Fitch maintains a stable outlook on the industry.

-- For the long term, Fitch continues to expect that the movie
exhibitor industry will be challenged in growing attendance and
any potential attendance declines will offset some of the growth
in average ticket prices. The ratings factor in the
intermediate/long-term risks associated with increased competition
from at-home entertainment media, limited control over revenue
trends, pressure on film distribution windows, and increasing
indirect competition from other distribution channels (such as VOD
and other OTT services). Regal and its peers rely on the quality,
quantity, and timing of movie product, all factors out of
management's control.

Rating Sensitivities

Limited Rating Upside: Fitch heavily weighs the prospective
challenges facing Regal and its industry peers in arriving at the
long-term credit ratings. Significant improvements in the
operating environment (sustainable increases in attendance) and
sustained deleveraging could have a positive effect on the rating,
though Fitch views this as unlikely.

Negative Trigger: Fitch anticipates Regal and other movie
exhibitors will continue to consolidate. A debt-financed material
acquisition or return of capital to shareholders that would raise
the unadjusted gross leverage beyond 4.5x could have a negative
effect on the rating, though this is not anticipated. In addition,
meaningful, sustained declines in attendance and/or per-guest
concession spending, which drove leverage beyond 4.5x, may
pressure the rating as well.

Fitch currently rates Regal and Regal Cinemas as follows:

Regal
-- Issuer Default Rating (IDR) 'B+';
-- Senior unsecured notes 'B-/RR6'.

Regal Cinemas
-- IDR 'B+';
-- Senior secured credit facility 'BB+/RR1';
-- Senior unsecured notes 'BB/RR2'.

The Rating Outlook is Stable.


RESIDENTIAL CAPITAL: Committee Says Ally Liable for $20-Bil.
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Residential Capital LLC creditors' committee
claims to have uncovered facts justifying a lawsuit that would
make ResCap's non-bankrupt parent Ally Financial Inc. liable for
all $20 billion to $25 billion in unsecured debt.

According to the report, in papers filed with the bankruptcy court
in New York, the committee for Ally's bankrupt mortgage-servicing
subsidiary requested a hearing on April 30 for permission to file
a lawsuit contending that the parent dominated and controlled Ally
for its own benefit. The committee says it uncovered related-party
transactions that Ally orchestrated to minimize its $20 billion in
liability stemming from the "overall securitization mess."

The committee, the report notes, doesn't intend to file its suit
until after the examiner issues his report on May 13.  The
complaint will include claims known as veil piercing, fraudulent
transfer, and equitable subordination, where other creditors would
be paid before Ally receives any recovery on its claims.  The
committee says it would prefer having a consensual reorganization
before ResCap's exclusive right to propose a plan expires at the
month's end.

"Ally believes the claims are without merit," spokeswoman Gina
Proia said in an e-mail.  She said that Ally's settlement proposal
rejected by the creditors' committee was "a desire to reach
closure, not an admission of guilt."

Many of the committee's factual allegations are blanked out in the
papers, to prevent disclosure of information gained under
confidentiality agreements, the committee said, according to
Bloomberg.

                    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: Delays Form 10-K Due to Bankruptcy Filing
---------------------------------------------------
Revel AC, Inc., was not able to file its Form 10-K for the year
ended Dec. 31, 2012, by April 1, 2013, without unreasonable effort
or expense because the Company has been required to devote a
substantial portion of its personnel and administrative resources,
including personnel in its accounting and finance organization, to
matters relating to the Chapter 11 cases, and the Company needs
additional time to complete the Form 10-K for the year ended
Dec. 31, 2012.

The filing of the Chapter 11 cases came at the same time during
which the Company's preparation of its financial statements is
being conducted.  The Company determined that it was necessary and
prudent to delay the filing of the Company's Form 10-K to allow
management to focus on providing the required information and
making the necessary filings with the Bankruptcy Court in its
Chapter 11 Cases.  Due to the nature of the Chapter 11 cases and
important competing demands on the Company's management, the delay
in preparing the Form 10-K could not be avoided.

The Company intends to file a motion asking the Bankruptcy Court
for approval of the Company's independent registered public
accounting firm, so that the independent registered public
accounting firm can continue to work on the audit of the Company's
financial statements for the year ended Dec. 31, 2012.  The
completion of the audit of the Company's financial statements by
the Company's independent registered public accounting firm has
been delayed pending the filing of the motion and the approval by
the Bankruptcy Court.

The Company anticipates that it will not be able to complete its
financial statements and file the Form 10-K by April 16, 2013, the
time period prescribed by Rule 12b-25, but is making efforts to
file the Form 10-K as soon thereafter as possible.  The Company
cannot make any assurance as to when it will complete and file the
Form 10-K.

The Company's independent registered public accounting firm has
informed the Company that it expects that its report on the
Company's financial statements will include an explanatory
paragraph indicating that substantial doubt exists as to the
Company's ability to continue as a going concern.  The Company
does not intend to include any adjustments to its financials
statements to reflect the possible future effects that may result
from the uncertainty of its ability to continue as a going
concern.

                          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.


RONA INC: S&P Lowers CCR to 'BB+' & Lowers Rating on Debt to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on RONA Inc. to 'BB+' from 'BBB-'.  The
outlook is stable.

Standard & Poor's also lowered its issue-level rating on the
company's senior unsecured debt to 'BB+' from 'BBB-' and assigned
a '4' recovery rating to the debt reflecting average (30%-50%)
recovery in the event of a default.  The recovery rating
assignment is consistent with Standard & Poor's rating approach
for issuers with long-term corporate ratings of 'BB+' or lower.

At the same time, Standard & Poor's lowered its rating on the
company's global-scale preferred shares to 'B+' from 'BB' and on
its Canada-scale preferred shares to 'P-4(High)' from 'P-3',
reflecting the three-notch separation from the speculative-grade
long-term corporate rating.

"We base the downgrade on our view of continuing weak
profitability that pressures the company's financial risk
profile," said Standard & Poor's credit analyst Donald Marleau.

The ratings on RONA reflect Standard & Poor's view of the intense
competition in the Canadian home improvement market, which
exacerbates economic cycles during periods of weak demand.  S&P's
rating also reflects the company's weakened profitability that
contributes to credit measures that are consistent with a
speculative-grade rating.

A retailer and distributor of hardware, home improvement, and
gardening products, RONA operates several banners, the most
prominent of which include RONA, Reno-Depot, and Noble.  The
company operates a multi-format model that enables it to achieve
close to 100% market coverage in Canada, and provides flexible
platforms for changing competitive conditions.  This strategy,
however, constrains operating efficiencies and leads to lower
margins than those of its single-format competitors.  As such, S&P
believes that RONA's extensive distribution network is an
important factor supporting its operational strategy, as the
company sells to more diffuse regions and market segments than its
big-box competitors, Lowe's Cos. Inc. and Home Depot Inc.

The stable outlook on RONA reflects S&P's expectation that a
modest increase in home improvement spending combined with cost
reductions should enable the company to reverse its earnings
declines, potentially reducing leverage to below 3.5x as lease-
adjusted debt declines slowly along with the company's shrinking
footprint.  S&P is assuming that the company's strategic
repositioning and cost reductions contribute to a modest
improvement in earnings in 2013, notwithstanding the risks
inherent with resizing stores, refocusing other businesses, and
making significant staff reductions.

S&P could lower the rating if RONA's earnings continue to decline,
which would be a further indicator of its weakened position in
this highly competitive sector.  S&P expects that such a scenario
would be characterized by stagnant to declining revenue and same-
store sales, adjusted EBITDA margins remaining below 5.5%, and
leverage remaining persistently above 3.5x.

The prospects for an upgrade are limited in the near term,
considering the intensity of competition in the soft Canadian home
improvement market, as well as RONA's shifting strategic
priorities.  That said, S&P could consider a higher rating if the
company improved profitability in its core retail business,
characterized by steady growth in same-store sales and adjusted
EBITDA margins closer to the 8% it generated before 2011, while
maintaining fully adjusted leverage at about 2.5x in this growth
scenario.


SCHOOL SPECIALTY: Has Approval to Pay Potential Lenders' Expenses
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that School Specialty Inc. received authorization from the
bankruptcy court to pay expenses of the lender it selects to
negotiate so-called exit financing.

According to the report, the loan must cover cash requirements in
implementing the plan, including repayment of the loan financing
the Chapter 11 effort.  The amount of expense reimbursement wasn't
disclosed publicly.

The bankruptcy court is in the process of deciding whether Bayside
Financial LLC is entitled to $25 million as a so-called make-whole
premium in compensation for early repayment of a $70 million
secured loan.

School Specialty has a so-called dual track reorganization plan
that calls for selling the business at auction on May 8 or
reorganizing while giving stock to lenders and unsecured
creditors.  A hearing for approval of material describing the plan
is on the court's calendar for April 22.  If the business is sold,
proceeds will be distributed according to creditors' rankings.
Otherwise, the plan calls for sharing ownership among lenders,
note holders, and unsecured creditors.

School Specialty's business would have been sold at auction on
March 25 were it not for an ad hoc group of holders of the $157.5
million in 3.75% convertible subordinated notes who arranged
replacement financing.

                     About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013.  The petition estimated
assets of $494.5 million and debt of $394.6 million.

The Debtors are represented by lawyers at Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP.
Alvarez & Marsal North America LLC is the restructuring advisor
and Perella Weinberg Partners LP is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The ABL Lenders are represented by lawyers at Goldberg Kohn and
Richards, Layton and Finger, P.A.  The Ad Hoc DIP Lenders led by
U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan
LLP, and Duane Morris LLP.  The lending consortium consists of
some of the holders of School Specialty Inc.'s 3.75% Convertible
Subordinated Notes Due 2026.

The Official Committee of Unsecured Creditors appointed in the
case is represented by lawyers at Brown Rudnick LLP and Venable
LLP.

Bayside is represented by Pepper Hamilton LLP and Akin Gump
Strauss Hauer & Feld LLP.


SCOOTER STORE: Files for Chapter 11 to Sell Assets
--------------------------------------------------
Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

The Scooter Store on April 15 disclosed that it will move to
transform its business model through the sale of substantially all
of its assets under section 363 of the United States Bankruptcy
Code.  As part of these efforts, the Company commenced a voluntary
chapter 11 case in the United States Bankruptcy Court for the
District of Delaware.

"The Company provides a necessary product and service that is
valued by a growing sector of the world's population," said Martin
Landon, the Company's Chief Executive Officer.  "Unfortunately,
historical overhangs coupled with an increasingly complex
regulatory environment and mounting economic pressure in the
healthcare sector have significantly impacted the company's
ability to operate under its current model," said Mr. Landon.
"The Company is using the chapter 11 vehicle to seek to create a
new, financially healthy provider that operates in strict
accordance with all legal, contractual and regulatory
requirements," continued Mr. Landon, "which would help the company
complete the business turnaround that we were brought in to do."

The Scooter Store said that it is adjusting to new market
conditions and strengthening its business model to maximize value,
compliance, profitability and the quality of customer service.
Under a new model, the Company would maintain its core product
offering and strong customer base within a network of high value,
local distribution center businesses.  Post sale, the company
anticipates that it will operate with a streamlined footprint and
a new focus on working with healthcare professionals.

The Company has received commitments for debtor in possession
financing which is expected to provide sufficient working capital
for the Company's operations and the 363 sale process.  "The
commitment for debtor in possession financing is a vote of
confidence in our planned path forward by our lenders," said
Lawrence Young, the Company's Chief Restructuring Officer.  "As we
navigate this process, the Company's distribution centers will
remain open and serving existing customers according to regular
posted business hours."

The Company expects to continue operating with its current
workforce level throughout the restructuring process.  Toward that
end, the Company has filed a variety of first day motions seeking
approval to pay employee wages, and honor customer warranties and
programs.  The Company said that its suppliers should expect to be
paid for goods and services delivered after the filing.  The
Company also intends to meet all contract, quality and supplier
standards associated with existing payer agreements.

The Company is seeking to retain Morgan, Lewis & Bockius LLP and
Young Conway Stargatt & Taylor, LLP as restructuring counsel, the
investment banking firm of Morgan Joseph TriArtisan to assist in
the 363 sales process, and Lawrence Young of AlixPartners, LLP as
Chief Restructuring Officer.

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.


SH 130: Moody's Lowers Rating on Senior Bank Facility to 'B1'
-------------------------------------------------------------
Moody's Investors Service concluded the review period for the
ratings of the SH 130 Concession Company. The rating on the Senior
Bank Facility, which has $686 million outstanding have been
downgraded to B1 from Baa3. The Transportation Infrastructure
Finance and Innovation Act (TIFIA) loan, which has $451 million
outstanding to B1 from Ba1. The outlook on both ratings is
negative.

Ratings Rationale:

While the road is still early in its traffic ramp-up phase after
only six months of operation, traffic and revenues are coming in
at around half the level projected in the original traffic and
revenue study . Furthermore the financial close forecasts assumed
a significant ramp-up profile continuing over the early years, so
traffic will now need to grow aggressively over the next two years
even to stay at a consistent percentage of the initial forecast.
The company has shared its budget for 2013 but has not yet shared
an updated projection model for the life of the debt. Based on
Moody's own projections the company will use the liquidity
facility to meet debt service in June 2013 and need to draw on
committed contingent equity to meet the December 2013 debt service
payment. The company should have enough remaining contingent
equity to fund the June 2014 payment, but not enough to meet the
December 2014 payment in full. There is therefore a material
chance of a default before the end of 2014 should traffic fail to
grow sufficiently and absent any remediation support on the part
of the company.

SH130 Concession Company LLC is a limited liability company owned
by Cintra Tx 56, LLC (65% ownership) and Zachry Toll Road 56, LP
(35% ownership) which has the concession granted by granted by the
Texas Department of Transportation (TxDOT) for the southernmost
sections of SH 130 which encompass 40 miles of a 90 mile bypass
around the city of Austin, Tx. The road opened to traffic in
October 2012, which was one month ahead of the start of operations
per the facility agreement, but approximately four months behind
the originally anticipated date. The road began charging tolls in
November. The history of traffic and revenue is limited to that of
the five months it has been in operation, from November 2012 to
March 2013.

The project financing was structured, from the beginning, to
contemplate the use of a $35 million liquidity facility that was
put in place in order to support debt service payments in the
first 18 to 24 months of operations. The structure also includes a
sponsor commitment for contingent equity in an amount of $30
million. Given the relatively modest delay in the start of
operations and more due to the lower than anticipated revenue
generation, a larger portion of the liquidity facility was used to
augment operating cash flows for the debt service payment in
December 2012. A debt service reserve fund is also part of the
security package, but it is not required to be funded until 2016.
The fact that the debt service reserve is not yet funded is a
further weakness. Even if traffic and revenue grow sufficiently
strongly to deliver 1.00x coverage from 2017 when TIFIA repayments
start (taking total debt service to approximately $78m per annum),
the absence of a cash reserve means the company will likely have
no safety margin and be at elevated risk of default throughout the
next few years.

Moody's notes ongoing initiatives both by the company and TxDOT to
stimulate usage of the road, and still awaits an updated long term
financial plan from the company to allow it to meet debt service
obligations through 2014 and 2015, together with the much higher
obligations that kick in from 2017 onwards once repayment
commences on the TIFIA loan.

The negative outlook reflects Moody's view that traffic and
revenue information that will point to a longer trend for the road
will be gathered over the next 12 to 18 months. Moody's will
continue to monitor monthly traffic and revenue activity and
trends, as well as any updated projections that are generated, in
order to continue to more readily asses the ability of the
concession company to meet its financial and debt obligations.
Absent extremely strong and sustained growth or other measures to
support the project , further negative rating action is likely.

The rating on the TIFIA loan was downgraded to be on parity with
the senior bank loan, given the springing lien on the TIFIA
facility, which will put it pari pasu with senior debt if there
was a bankruptcy related event of the concessionaire.

The principal methodology used in this rating was the Operational
Toll Roads Industry Methodology published in December 2006.


SINCLAIR BROADCAST: Closes Offering of $600 Million Senior Notes
----------------------------------------------------------------
Sinclair Broadcast Group, Inc.'s wholly-owned subsidiary, Sinclair
Television Group, Inc., has closed its previously announced
private offering of $600 million aggregate principal amount of
senior unsecured notes due 2021.  The Notes were priced at 100% of
their par value and will bear interest at a rate of 5.375% per
annum payable semi-annually on April 1 and October 1, commencing
Oct. 1, 2013.

STG intends to use the net proceeds from the offering to pay down
outstanding indebtedness under STG's bank credit facility.

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

                       About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company's balance sheet at Dec. 31, 2012, showed $2.72 billion
in total assets, $2.82 billion in total liabilities and a $100.05
million total deficit.

"Any insolvency or bankruptcy proceeding relating to Cunningham,
one of our LMA partners, would cause a default and potential
acceleration under the Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of our seven LMAs
with Cunningham, which would negatively affect our financial
condition and results of operations," the Company said in its
annual report for the period ended Dec. 31, 2012.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, Inc.,
including the Corporate Family Rating and Probability-of-Default
Rating, each to Ba3 from B1, and the ratings for individual debt
instruments.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.


SMART ONLINE: Amends Annual Report for 2012
-------------------------------------------
Smart Online, Inc., has amended its annual report for the fiscal
year ended Dec. 31, 2012, as originally filed with the Securities
and Exchange Commission on April 1, 2013, solely to furnish
Exhibit 101 -- Interactive Data File (XBRL Exhibit), which was
updated from the original filing in order to make certain labels
accurately reflect corresponding labels in the Related Official
Filing in accordance with Rule 405 Regulation S-T.

The Amendment does not update any other disclosure to reflect
events occurring after the filing of the Original Filing.

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

                         http://is.gd/vpLn72

                         About Smart Online

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS/PaaS model.  The Company
also provides Web site and mobile consulting services to not-for-
profit organizations and businesses.

The Company's balance sheet at Sept. 30, 2012, showed $1.9 million
in total assets, $27.8 million in total liabilities, and a
stockholders' deficit of $25.9 million.

Cherry, Bekaert & Holland, L.L.P., in Raleigh, North Carolina,
expressed substantial doubt about Smart Online's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Dec. 31 2011.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has a working capital deficiency as of Dec. 31,
2011.


SMART ONLINE: Sells $315,000 Additional Convertible Note
--------------------------------------------------------
Smart Online, Inc., sold an additional convertible secured
subordinated note due Nov. 14, 2016, in the principal amount of
$315,000, to a current noteholder upon substantially the same
terms and conditions as the previously issued notes.

The Company is obligated to pay interest on the New Note at an
annualized rate of 8% payable in quarterly installments commencing
July 2, 2013.  The Company is not permitted to prepay the New Note
without approval of the holders of at least a majority of the
aggregate principal amount of the Notes then outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

The sale of the New Note was made pursuant to an exemption from
registration in reliance on Section 4(a)(2) of the Securities Act
of 1933, as amended.

                          CFO Appointment

The Board of Directors of the Company appointed Mr. Gleb
Mikhailov, age 33, to serve as the Company's new Chief Financial
Officer.

For his service as Chief Financial Officer, Mr. Mikhailov will be
paid $109,000 per year, in addition to a $10,000 signing bonus.
Mr. Mikhailov will also be able to participate in the Company's
2004 Equity Compensation Plan.  At the time of his appointment,
Mr. Mikhailov received no equity compensation.

From January 2013 to March 2013, Mr. Mikhailov served as the
Manager of Financial Reporting and SEC Consulting in the SEC
Solutions Group of Citrin Cooperman, LLP, an accounting firm
providing business solutions and accounting services to middle
market companies.  From 2005 until 2012, Mr. Mikhailov was
employed by EisnerAmper LLP, a full-service advisory and public
accounting firm, in its Private Business Services Group and Audit
and Assurance Group.  He was a Manager at EisnerAmper LLP since
2010. Mr. Mikhailov holds a B.A. in Accounting from Rutgers, The
State University of New Jersey and an M.B.A. from Rutgers Business
School.  Mr. Mikhailov holds a CPA license issued by the State of
New Jersey.

There are no transactions in which Mr. Mikhailov has an interest
requiring disclosure under Item 404(a) of Regulation S-K.

                         About Smart Online

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS/PaaS model.  The Company
also provides Web site and mobile consulting services to not-for-
profit organizations and businesses.

The Company's balance sheet at Sept. 30, 2012, showed $1.9 million
in total assets, $27.8 million in total liabilities, and a
stockholders' deficit of $25.9 million.

Cherry, Bekaert & Holland, L.L.P., in Raleigh, North Carolina,
expressed substantial doubt about Smart Online's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Dec. 31 2011.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has a working capital deficiency as of Dec. 31,
2011.


SOLAR POWER: Incurs $15.2 Million Net Loss in Fourth Quarter
------------------------------------------------------------
SPI Solar reported a net loss of $15.20 million on $13 million of
total net sales for the three months ended Dec. 31, 2012, as
compared with net income of $3.78 million on $61.31 million of
total net sales for the same period a year ago.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $25.62 million on $99.95 million of total net sales, as
compared with net income of $1.17 million on $139.76 million of
total net sales for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $175.35
million in total assets, $151.97 million in total liabilities and
$23.37 million in total stockholders' equity.

SPI Solar announced the delay in the filing of the Company's
annual report on Form 10-K with the Securities and Exchange
Commission for the year ended Dec. 31, 2012, due to accounting
issues related to its Italian operations and subsequent delays in
completing the required consolidation under U.S. GAAP.  The
Company intends to file its Form 10-K for the period as soon as
practicable.

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

                        http://is.gd/MgOTjO

                         About Solar Power

Roseville, Calif.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

"Our parent company, LDK Solar Co., Ltd., who owns 70% of the
Company's outstanding Common Stock, has disclosed publicly that it
had a net loss and negative cash flows from operations for the
year ended Dec. 31, 2011, and has a working capital deficit and
was not in compliance with certain financial covenants on its
indebtedness at Dec. 31, 2011.  These factors raise substantial
doubt as to LDK's ability to continue as a going concern.  While
management of LDK believes that it has a plan to satisfy LDK's
liquidity requirements for a reasonable period of time, there is
no assurance that its plan will be successfully implemented," the
Company said in its quarterly report for the period ended
Sept. 30, 2012.


SOURCEHOV LLC: Moody's Gives B2 CFR & Rates New Term Loan 'Caa1'
----------------------------------------------------------------
Moody's Investor Service assigned a B2 Corporate Family Rating to
SourceHOV LLC, a B1 rating to a proposed first lien credit
facility and a Caa1 rating to a proposed second lien term loan.

Proceeds from $510 million in term loans, plus equity, will be
used to finance the acquisition of SourceHOV by Citi Venture
Capital International. The ratings outlook is stable.

Ratings (and Loss Given Default Assessments) assigned to SourceHOV
LLC (New):

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

Proposed $60 million first lien revolver due 2018, B1 (LGD3, 37%)

Proposed $400 million first lien term loan due 2018, B1 (LGD3,
37%)

Proposed $110 million second lien term loan due 2019, Caa1 (LGD5,
88%)

The existing ratings on SourceHOV LLC (Old) will be withdrawn upon
completion of the acquisition and repayment of outstanding debt.
The new ratings are contingent upon closing of the proposed
transaction and Moody's review of final documentation.

Ratings Rationale:

The B2 CFR reflects total debt / EBITDA of 4.9x (excluding
preferred stock) at December 31, 2012 pro forma for $43 million in
debt reduction associated with the proposed transaction. Moody's
expects financial leverage to fall below 4.5 times over the next
12-18 months from steady revenue and profitability growth.
Including Moody's hybrid adjustment for preferred stock, pro forma
leverage is approximately 6.1x.

Although SourceHOV has operations in several international
locations, its revenue size is relatively small with some customer
concentration. However, the integration of services into customer
operations creates switching costs and partly mitigates
concentration risk. Long-term contracts and ongoing projects
provide fairly high visibility into near-term revenues and
liquidity is expected to be good over the next four quarters,
supported by at least $40 million of free cash flow and an undrawn
revolver.

The stable outlook reflects Moody's expectation that SourceHOV's
revenue will grow in the low-to-mid single digit range annually
over the next 12-18 months. The ratings could be upgraded if debt
reduction or a track record of profitability growth results in
debt / EBITDA (before preferred stock) sustained below 4x and free
cash flow to debt approaching 8%. The ratings could be downgraded
if liquidity weakens, debt / EBITDA (before preferred stock) rises
above 5x or free cash to debt is sustained at less than 3%.

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

Dallas-based SourceHOV is a provider of business process
outsourcing solutions to document and information intensive
industries including healthcare, financial services, legal,
government and other sectors. Annual revenues exceed $500 million.
Post transaction, SourceHOV's sponsors will be CVCI Private Equity
and HandsOn3, LLC.


STANFORD GROUP: Receiver to Make $55MM Interim Distribution
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. receiver for the R. Allen Stanford Ponzi
scheme told the federal district judge at a hearing April 11 that
he will seek authority to make an interim distribution of
$55 million to investors who lost $5.1 billion.

At Thursday's hearing, the district judge approved an agreement
announced last month with the receiver's counterparts in London
and on the island of Antigua to enable distribution of 90% of
about $300 million in stolen property tied up in lawsuits pending
in several countries.

                    About Stanford Group

The Stanford Financial Group was a privately held international
group of financial services companies controlled by Allen
Stanford, until it was seized by United States (U.S.) authorities
in early 2009.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
served more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on Feb. 17, 2009,
charged before the U.S. District Court in Dallas, Texas, Mr.
Stanford and three of his companies for orchestrating a
fraudulent, multi-billion dollar investment scheme centering on an
US$8 billion Certificate of Deposit program.

A criminal case was pursued against Mr. Stanford in June before
the U.S. District Court in Houston, Texas.  Mr. Stanford pleaded
not guilty to 21 charges of multi-billion dollar fraud, money-
laundering and obstruction of justice.  Assistant Attorney
General Lanny Breuer, as cited by Agence France-Presse News, said
in a 57-page indictment that Mr. Stanford could face up to 250
years in prison if convicted on all charges.  Mr. Stanford
surrendered to U.S. authorities after a warrant was issued for
his arrest on the criminal charges.


THERMOENERGY CORP: Cancels Voting Pact with Series B Investors
--------------------------------------------------------------
Effective April 5, 2013, the Voting Agreement dated as of Nov. 19,
2009, among ThermoEnergy Corporation and certain holders of shares
of its Series B Convertible Preferred Stock (namely, The Quercus
Trust; Focus Fund L.P.; Empire Capital Partners, LP; Empire
Capital Partners, Ltd; Empire Capital Partners Enhanced Master
Fund, Ltd; Scott A. Fine and Peter J. Richards (both of whom are
affiliates of Empire Capital Partners); and Robert S. Trump) was
terminated.  Pursuant to the Voting Agreement, the Series B
Investors had been obligated to vote all of their shares of the
Company's Series B Convertible Preferred Stock for the election to
the Company's Board of Directors of three persons designated by
The Quercus Trust and one person designated by Robert S. Trump.

Issuance of Series C Convertible Preferred Stock

On April 5, 2013, following filing of the Certificate of
Amendment, the Company issued and sold to the Investors in
satisfaction of its obligation to repay an aggregate of $4,950,000
principal amount of, and an aggregate of $314,177 of accrued
interest on, bridge loans from such Investors, an aggregate of
6,926,553 shares of the Company's Series C Convertible Preferred
Stock and Warrants for the purchase of the an aggregate of
69,265,530 shares of the Company's Common Stock.

The effective issuance price of the Shares was $0.76 per share (or
$0.076 per Common Share-equivalent), a premium of $0.0356 or
88.12% over the closing price for the Company's Common Stock in
the over-the-counter market on April 4, 2013.

The Warrants entitle the holders thereof to purchase, at any time
on or before April 5, 2018, shares of the Company's common stock
at a purchase price of $0.114 per share.  The Exercise Price
represents a premium of $0.0736 or 182.18% over the closing price
for the Company's Common Stock in the over-the-counter market on
April 4, 2013.

Exchange of Series B Shares for Series C Shares

As additional consideration to the Investors for their
participation in the bridge loans and their acceptance of the
Shares and Warrants in satisfaction of the Company's repayment
obligations thereunder, on April 5, 2013, for each $100 of
principal and interest converted into Shares and Warrants, each
Investor exchanged 41.67 shares of the Company's Series B
Convertible Preferred Stock held by him or it for 131.58
additional shares of Series C Convertible Preferred Stock.
Accordingly, on April 5, 2013, the Company issued to the Investors
an aggregate of 6,926,553 additional shares of Series C
Convertible Preferred Stock in exchange for an aggregate of
2,193,414 previously-outstanding shares of Series B Convertible
Preferred Stock.

Anti-Dilutive Issuance to PIPE Investors

Because the effective issuance price of the Shares was less than
$0.10 per Common Share-equivalent, the Company was obligated
pursuant to the several Securities Purchase Agreements with the
individuals and entities who purchased shares of its Common Stock
and Common Stock Purchase Warrants at closings on July 11, 2012,
Aug. 9, 2012, and Oct. 9, 2012, to issue to the PIPE Investors,
for no additional consideration, a sufficient number of additional
shares of the Company's Common Stock so that the effective price
per share of Common Stock paid by the PIPE Investors equals the
effective issuance price of the Shares ($0.076).  Accordingly, on
April 5, 2013, the Company issued to the PIPE Investors, as
additional consideration for the purchase price paid by the PIPE
Investors in the PIPE, an aggregate of 9,274,364 shares of our
Common Stock.

Exchange of Series B Shares for Series B-1 Shares

In 2011, as an inducement to holders of Common Stock Purchase
Warrants to exercise those warrants or to surrender those warrants
in exchange for shares of the Company's Common Stock, the Company
agreed with those holders, subject to shareholder approval of an
amendment to its Certificate of Incorporation, to allow those
holders to exchange their shares of Series B Convertible Preferred
Stock for an equal number of shares of Series B-1 Convertible
Preferred Stock and thereby to obtain priority in liquidation over
the holders of Series B Convertible Preferred Stock who elected
not to exercise or surrender their warrants.  All of the warrant
holders to whom the Company extended this offer are accredited
investors who had acquired their warrants in private placements in
connection with their purchase of shares of Series B Convertible
Preferred Stock and through their exercise and surrender of
warrants the Company raised an aggregate of $7,676,900 in cash to
fund operations.  On April 5, 2013, the Company issued an
aggregate of 6,031,577 shares of its common stock as consideration
for the surrender of warrants for the purchase of an aggregate of
39,205,234 shares.

Amendments to Bylaws

On April 5, 2013, the Company filed with the Secretary of State of
the State of Delaware a Certificate of Amendment to its
Certificate of Incorporation.  The Certificate of Amendment, which
was approved by the Company's shareholders at the Special Meeting
in lieu of the 2012 Annual Meeting on March 20, 2013, effects
three changes to its Certificate of Incorporation:

(1) The amendment increases the number of authorized
     shares of Common Stock to 800,000,000 and increases the
     number of authorized shares of Preferred Stock to 50,000,000.

(2) The amendment reduces the number of shares designated
     as "Series B Convertible Preferred Stock" from 12,000,000 to
     1,000,000 and re-designates the remaining 11,000,000 shares
     heretofore designated as "Series B Convertible Preferred
     Stock" as "Series B-1 Convertible Preferred Stock", with the
     shares in each sub-series having identical voting powers,
     designations, preferences and relative, participating,
     optional or other special rights, and qualifications,
     limitations and restrictions except that the shares of Series
     B-1 Convertible Preferred Stock shall have priority in
     liquidation.

(3) The amendment designates 15,000,000 shares of the
     previously authorized but undesignated shares of Preferred
     Stock as "Series C Convertible Preferred Stock", with the
     voting powers, designations, preferences and relative,
     participating, optional or other special rights, and
     qualifications, limitations and restrictions set forth in the
     Description of the Series C Convertible Preferred Stock.

Bifurcation of Series B Convertible Preferred Stock

The amendment to the Company's Certificate of Incorporation splits
the previously-authorized Series B Convertible Preferred Stock
into two sub-series, designated "Series B Convertible Preferred
Stock" and "Series B-1 Convertible Preferred Stock" respectively.
Of the 12,000,000 authorized shares of Series B Convertible
Preferred Stock, 11,000,000 shares have been re-designated as
"Series B-1 Convertible Preferred Stock" and the balance of
1,000,000 shares will remain as Series B Convertible Preferred
Stock.

Series C Convertible Preferred Stock

The amendment also establishes a new series of Preferred Stock
designated as "Series C Convertible Preferred Stock".

In liquidation, the Series C Convertible Preferred Stock will rank
junior to the Series A Convertible Preferred Stock and senior to
all other classes and series of capital stock, including the
Series B Convertible Preferred Stock, the Series B-1 Convertible
Preferred Stock and the Common Stock.  The holders of Series C
Convertible Preferred Stock will be entitled to a liquidation
preference of $1.52 per share, plus all accrued and unpaid
dividends thereon.

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

                       http://is.gd/BzxpTC

                  About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

The Company incurred a net loss of $7.38 million for the year
ended Dec. 31, 2012, as compared with a net loss of $17.38 million
on $5.58 million of revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $9.03 million
in total assets, $19.64 million in total liabilities and a $10.61
million total stockholders' deficiency.

Grant Thornton LLP, in Westborough, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred a net loss of $7,382,000 during the year
ended Dec. 31, 2012, and, as of that date, the Company's current
liabilities exceeded its current assets by $7,094,000 and its
total liabilities exceeded its total assets by $10,611,000.  These
conditions, among other factors, raise substantial doubt about the
Company's ability to continue as a going concern.


TITAN ENERGY: Incurs $1.4 Million Net Loss in 2012
--------------------------------------------------
Titan Energy Worldwide, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.43 million on $19.15 million of net sales for the
year ended Dec. 31, 2012, as compared with a net loss of $3.43
million on $14.06 million of net sales for the year ended Dec. 31,
2011.

The Company's balance sheet at Dec. 31, 2012, showed $6.33 million
in total assets, $9.92 million in total liabilities and a $3.59
million total stockholders' deficit.

                           Going Concern

"The accompanying financial statements have been prepared assuming
the Company will continue as a going concern.  The Company
incurred a net loss for the year ended December 31, 2012 of
$1,430,961.  At December 31, 2012, the Company had an accumulated
deficit of $34,795,695.  These conditions raise substantial doubt
as to the Company's ability to continue as a going concern.  These
consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded
asset amounts, or amounts and classification of recorded asset
amounts, or amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going
concern."

The Company's Consolidated Financial Statements have not been
audited as of Dec. 31, 2012, or for the years ended Dec. 31, 2012
and 2011.  The audit has not been performed due to the cost and
availability of cash required to pay past due fees owed to the
Company's independent accountant firm.

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

                       http://is.gd/XDX8Fe

                       About Titan Energy

New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a
provider of onsite power generation, energy management and energy
efficiency products and services.


TN-K ENERGY: Delays Form 10-K for 2012
--------------------------------------
TN-K Energy Group informed the U.S. Securities and Exchange
Commission that it needs additional time to complete the financial
statements to be included in the Form 10-K for the perid ended
Dec. 31, 2012.

                         About TN-K Energy

Crossville, Tenn.-based TN-K Energy Group, Inc., an independent
oil exploration and production company, engaged in acquiring oil
leases and exploring and developing crude oil reserves and
production in the Appalachian basin.

After auditing the 2011 results, Sherb & Co., LLP, in New York,
expressed substantial doubt about the Company's ability to
continue as a going.  The independent auditors noted that the
Company has incurred recurring operating losses and will have to
obtain additional financing to sustain operations.

The Company's balance sheet at Sept. 30, 2012, showed $2.70
million in total assets, $4.03 million in total liabilities and a
$1.32 million total stockholders' deficit.


SOUTHERN AIR: Completes Financial Restructuring; Exits Chapter 11
-----------------------------------------------------------------
Southern Air Holdings, Inc. on April 15 disclosed that it has
emerged from Chapter 11, having completed its financial
restructuring.

Daniel J. McHugh, Southern Air CEO, said, "We have emerged from
this restructuring process with substantially less debt,
significantly improved operations and resources, and financial
flexibility as a well-capitalized global air cargo carrier.
Today, we are well-positioned both financially and operationally
to continue to build Southern Air for the long-term benefit of our
customers, suppliers, business partners, crewmembers and
employees.  From our new headquarters at the Cincinnati/Northern
Kentucky International Airport, our largest air operating hub, we
are even better able to grow profitably, delivering the highest
quality services to our customers and meeting and exceeding their
air cargo needs."

Southern Air entered Chapter 11 on September 28, 2012, and emerged
from the process on April 15, 2013, after meeting all closing
conditions to the Company's Plan of Reorganization.  The Plan was
confirmed by the U.S. Bankruptcy Court in Wilmington, Delaware on
March 14, 2013.

                        About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air
Holdings Inc. and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets
and $288,000,000 in liabilities as of the Chapter 11 filing.  The
petition was signed by Jon E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.

The Debtors' Plan provides that lenders agreed to accept ownership
of the company as payment for their $288 million loan.

On Nov. 21, 2012, Roberta DeAngelis, U.S. Trustee for Region 3,
appointed the statutory committee of unsecured creditors.
Lowenstein Sandler PC and Pachulski, Stang, Ziehl & Jones LLP
serves as its co-counsels, and Mesirow Financial Consulting LLC
serves as its financial advisor.


STEREOTAXIS INC: Sophrosyne Ceases to be Shareholder at April 5
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Sophrosyne Capital, LLC, disclosed that, as
of April 5, 2013, it does not beneficially own shares of common
stock of Stereotaxis, Inc.  Sophrosyne Capital previously reported
beneficial ownership of 401,047 common shares or a 5.1% equity
stake as of Jan. 11, 2013.  A copy of the amended filing is
available for free at http://is.gd/GtPybY

                        About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company incurred a net loss of $9.23 million in 2012, as
compared with a net loss of $32.03 million in 2011.   The
Company's balance sheet at Dec. 31, 2012, showed $32.16 million in
total assets, $50.95 million in total liabilities and a $18.79
million total stockholders' deficit.


SUPERCOM LTD: Annual General Meeting Set on May 9
-------------------------------------------------
Supercom Ltd. will hold its 2013 annual general meeting of
shareholders on May 9, 2013, at 4:00 p.m. (Israel time), at the
offices of the Company at 14, Arie Shenkar Street, 3th Floor,
Hertzliya Pituach,  Israel.  In connection with this meeting, on
or about April 2, 2012, the Company will mail to shareholders a
Notice of the Annual General Meeting of Shareholders and Proxy
Statement and Proxy Card.

                          About SuperCom

Herzliya, Israel-based SuperCom Ltd., formerly Vuance Ltd.
(Vuance) is a radio frequency identification (RFID) management
solution provider.  SuperCom's PureRFid Suite contains an active
tag with a microchip equipped transmitter and identifies, locate,
track, monitor, count and protect people and objects, including
inventory and vehicles.

In the auditors report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Fahn Kanne & Co.
Grant Thornton Israel expressed substantial doubt about Vuance
Ltd's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial recurring
losses and negative cash flows from operations and, as of Dec. 31,
2011, the Company had a working capital deficit and total
shareholders' deficit.

SuperCom's balance sheet at Dec. 31, 2012, showed $3.74 million in
total assets, $3.03 million in total liabilities and $711,000 in
total shareholders' equity.


SUPERMEDIA INC: Board Approves 2013 Cash LTIP Award Agreements
--------------------------------------------------------------
The Compensation Committee of the Board of Directors of SuperMedia
Inc., on Jan. 25, 2013, established the performance objectives and
other terms for the 2013 performance measurement period under the
2013-2014 Cash Long Term Incentive Plan, established pursuant to
the Company's 2009 Long-term Incentive Plan.  The 2013 Cash LTI
Plan provides for a payment of incentive compensation to each of
the Company's executive officers and to other eligible employees.
Awards made pursuant to the 2013 Cash LTI Plan will be evidenced
by, and subject to the terms and provisions of, award agreements,
a form of which was approved by the Committee on April 1, 2013.

The description of the form of 2013 Cash LTI Plan award agreement
is available for free at http://is.gd/4ta3wz

                         About SuperMedia

Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly
known as Idearc, Inc., is a yellow pages directory publisher in
the United States. Its portfolio includes the Superpages
directories, Superpages.com, digital local search resource on both
desktop and mobile devices, the Superpages.com network, which is a
digital syndication network, and its Superpages direct mailers.
SuperMedia is the official publisher of Verizon, FairPoint and
Frontier print directories in the markets in which these companies
are the incumbent local telephone exchange carriers.  Idearc was
spun off from Verizon Communications, Inc., in 2006.

At Dec. 31, 2012, SuperMedia had approximately 3,200 employees, of
which approximately 950 or 30% were represented by unions.

SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to
effectuate a merger of equals with Dex One Corp.  SuperMedia
disclosed total assets of $1.4 billion and total debt of $1.9
billion.

Morgan Stanley & Co. LLC is acting as financial advisors to
SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young
Conaway Stargatt & Taylor, LLP are acting as its legal counsel.
Fulbright & Jaworski L.L.P is special counsel.  Chilmark Partners
Is acting as financial advisor to SuperMedia's board of directors.
Epiq Systems serves as claims agent.

This is also SuperMedia's second stint in Chapter 11.  Idearc and
its affiliates filed for Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 09-31828) in March 2009 and emerged from bankruptcy
in December 2009, reducing debt from more than $9 billion to $2.75
billion.


TRINITY COAL: Sec. 341 Creditors' Meeting Set for April 18
----------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of Trinity Coal Corp. on
April 18, 2013, at 1:30 p.m.  The meeting will be held Salon B at
the Hilton Lexington Downtown Hotel, 369 West Vine Street,
Lexington, Kentucky.

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted these involuntary cases to
voluntary Chapter 11 cases.


TRANSGENOMIC INC: Kopp Investment Owns 14.6% Stake at March 28
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Kopp Investment Advisors, LLC, disclosed
that, as of March 28, 2013, it beneficially owns 12,841,649 shares
of common stock of Transgenomic, Inc., representing 14.6% of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/EeuNP0

                         About Transgenomic

Transgenomic, Inc. (www.transgenomic.com) is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

Transgenomic incurred a net loss of $8.32 million in 2012, a net
loss of $9.78 million in 2011 and a net loss of $3.13 million in
2010.  The Company's balance sheet at Dec. 31, 2012, showed $38.79
million in total assets, $18.51 million in total liabilities and
$20.27 million in total stockholders' equity.

                       Forbearance Agreement

On Feb. 7, 2013, the Company entered into a Forbearance Agreement
with Dogwood Pharmaceuticals, Inc., a wholly owned subsidiary of
Forest Laboratories, Inc., and successor-in-interest to PGxHealth,
LLC, with an effective date of Dec. 31, 2012.  In December 2012,
the Company commenced discussions with the Lender to defer the
payment due on Dec. 31, 2012, until March 31, 2013.  As of
Dec. 31, 2012, an aggregate of $1.4 million was due and payable
under the Note by Transgenomic, and non-payment would constitute
an event of default under the Note and that certain Security
Agreement, dated as of Dec. 29, 2010, entered into between
Transgenomic and PGX.  Pursuant to the Forbearance Agreement, the
Lender agreed, among other things, to forbear from exercising its
rights and remedies under the Note and the Security Agreement as a
result of the Event of Default.


TRIUS THERAPEUTICS: Appoints Seth Fischer to Board of Directors
---------------------------------------------------------------
Trius Therapeutics, Inc., has appointed Seth H. Z. Fischer to its
Board of Directors.  Mr. Fischer was the former Company Group
Chairman Johnson & Johnson, Worldwide Franchise Chairman Cordis
Corporation responsible for the Cardiovascular Device Business
until his retirement in 2012.  The Company also announced the
departure of Risa Stack, Ph.D., General Manager with GE
Healthymagination, from its Board, which will be effective as of
May 22, 2013, following the Company's 2013 Annual Meeting of
Stockholders.  Dr. Stack is stepping down to focus her efforts on
her role at GE.

"We are very pleased to welcome Seth Fischer to our Board of
Directors, and believe his deep commercial experience and industry
knowledge will strengthen the capabilities of our Board to advise
on the planned commercialization of tedizolid, pending regulatory
approval," stated David S. Kabakoff, Ph.D., Chairman of the Board
of Trius.  "We would also like to thank Risa Stack for her
outstanding service to Trius and we wish her continued success at
GE."

Seth H. Z. Fischer has three decades of healthcare experience in
the pharmaceutical and medical device industry.  Mr. Fischer
previously served as Company Group Chairman North America
Pharmaceuticals from 2004 to 2007.  In this position he had
responsibilities for Ortho-McNeil Pharmaceuticals, Janssen and
Scios.  Prior to this position, Mr. Fischer served as President of
Ortho-McNeil Pharmaceuticals from 2000 to 2004.  His operating
responsibilities encompassed the commercialization of products in
multiple therapeutic categories including the oral and IV anti-
infectives Levaquin(R) and Floxin(R), cardiovasculars, CNS,
analgesics and women's health.

Mr. Fischer will receive compensation for his service as a
director in accordance with the Company's compensation policies
for non-employee directors which were recently amended by the
Company's Board in March 2013 to:

   (i) increase the annual cash compensation paid to non-employee
       directors from $30,000 per year to $40,000 per year;

  (ii) increase the number of shares of the automatic initial
       stock option grant made to non-employee directors from
       24,000 shares to 30,000 shares; and

(iii) increase the number of shares of the automatic annual stock
       option grant made to non-employee directors from 12,000
       shares to 15,000 shares.

At the time of his election to the Board, Mr. Fischer received a
stock option to purchase 30,000 shares of the Company's common
stock under the Trius Therapeutics, Inc. Amended and Restated 2010
Non-Employee Directors' Stock Option Plan, as amended.

                     About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

Trius Therapeutics incurred a net loss of $53.92 million in 2012,
a net loss of $18.25 million in 2011 and a $23.86 million net loss
in 2010.  The Company's balance sheet at Dec. 31, 2012, showed
$75.27 million in total assets, $18.48 million in total
liabilities and $56.78 million in total stockholders' equity.


UNIGENE LABORATORIES: Cuts Workforce by 40% to Conserve Capital
---------------------------------------------------------------
In an effort to conserve capital and further extend its cash
runway, Unigene Laboratories, Inc., implemented a strategic
reorganization and downsizing which involved a reduction of
approximately 40% of the Company's workforce, with the majority of
affected employees having supported Unigene's Fortical(R)
manufacturing and recombinant calcitonin production operations.

In recent months, Fortical manufacturing and royalty revenues have
been negatively impacted by regulatory recommendations pertaining
to the use of calcitonin salmon in Europe and by an advisory
committee to the Food and Drug Administration (FDA) in the U.S.
The Company estimates that it will incur approximately $250,000 in
charges related to the reduction in force, all of which would
result in cash expenditures for one-time employee termination
benefits and associated costs.  The Company expects to record the
charges and make the related payments by the end of the second
quarter of 2013.

                           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 incurred a net loss of $34.28 million in 2012, a net loss
of $7.09 million in 2011, and a net loss of $32.53 million 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."


UNITED WESTERN: Files Plan to Fend Off Conversion
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that with United Western Bancorp Inc. facing multiple
requests for conversion of the bankruptcy reorganization to
liquidation in Chapter 7 where a trustee would be appointed, the
holding company for a failed bank filed a revised Chapter 11 plan.

According to the report, U.S. Trustee, JPMorgan Chase Bank NA, and
the Federal Deposit Insurance Corp. are all urging the bankruptcy
judge Denver to convert the case to liquidation.  The push for
conversion followed United Western's loss in a lawsuit that was
the largest asset for the holding company whose bank was taken
over by regulators in January 2011.

A federal district judge in Washington ruled in March that the
bank takeover was not "arbitrary and capricious."

According to the report, there will be a May 2 hearing for
approval of disclosure materials explaining the revised plan.  It
says that creditors' recoveries will depend "in large amount" on
success in overturning last month's ruling.  There hasn't been a
decision made as yet whether to appeal, according to the
disclosure statement.  The disclosure statement includes
hypotheticals explaining how distributions would differ depending
on the outcome of various litigated disputes.

United Western's other main asset is a tax refund of $4.85 million
which the FDIC claims as receiver for the failed bank subsidiary.

                       About United Western

United Western Bancorp, Inc., along with two affiliates, filed for
Chapter 11 protection (Bankr. D. Colo. Case No. 12-13815) on
March 2, 2012.  Harvey Sender, Esq., at Sender & Wasserman, P.C.,
represents the Debtor.  Judge A. Bruce Campbell presides over the
case.

United Western listed the value of the assets as "unknown" while
showing $53.3 million in debt, including a $12.3 million secured
claim owing to JPMorgan Chase Bank NA.  The holding company listed
assets of $2.221 billion and liabilities of $2.104 billion on the
June 30, 2010, balance sheet, the last financial statement filed
before the bank was taken over.

United Western's deposits and branches were transferred by the
Federal Deposit Insurance Corp. to First-Citizens Bank & Trust Co.
of Raleigh, North Carolina.  When the bank was taken over, it had
$1.65 billion in deposits, the FDIC said.  The cost of the
takeover to the FDIC was $313 million, the FDIC said in a
statement at the time.


UNIVERSITY GENERAL: Acquires Physical Therapy Center Near Dallas
----------------------------------------------------------------
University General Health System, Inc., has acquired a physical
therapy center in Ennis, Texas, a suburb of Dallas, for an
undisclosed amount of cash.

Ennis Healthcare Systems, Inc., provides physical therapy,
rehabilitation and pain management care and is expected to serve
as a referral source for more complex orthopedic, spine and pain-
related medical procedures available within the University General
Hospital system in the greater Dallas metroplex.  The center will
be operated as a hospital outpatient department ("HOPD") of
University General Hospital - Dallas and will be rebranded to
reflect the Company's expanding presence in North Texas.

"This purchase of the physical therapy center represents our
ongoing expansion of the regional network strategy implemented
initially in the Houston metropolitan area," noted Hassan
Chahadeh, M.D., chairman and chief executive officer of University
General Health System, Inc.  "This is our first North Texas
regional ancillary care expansion since the December 2012
acquisition of our flagship hospital in the Dallas market, and we
are pleased with the response from the local medical community.
We expect an incremental net patient revenue contribution in
excess of $2 million annually and an EBITDA contribution of more
than $700,000 from the center."

                      About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$140.67 million in total assets, $128.38 million in total
liabilities and $3.79 million in series C, convertible redeemable
preferred stock, and $8.49 million in total equity.


UNIVERSITY GENERAL: Errors Found on Financial Statements
--------------------------------------------------------
University General Health System Inc. filed with the Securities
and Exchange Commission an amendment to its current report on Form
8-K originally filed with the SEC on Nov. 9, 2012, and then
amended on Nov. 14, 2012.  The Company, based on the
recommendation of management, concluded on April 1, 2013, that the
previously issued consolidated financial statements of the Company
for the quarters ended June 30, 2012, and Sept. 30, 2012, should
not be relied upon because of errors in accounting for Series C
Variable Rate Convertible Preferred Stock and the related common
stock warrants.

The Company anticipates that, at a minimum, it will:

   (i) Restate the accounting of the May 2, 2011, Series C
       Variable Rate Convertible Preferred Stock and the related
       common stock warrants; management has identified embedded
       derivatives within the provisions of the instruments and
       will record those derivatives at fair market value.  The
       warrants and conversion features related to preferred stock
       do not have readily determinable fair values and therefore
       require significant management judgment and estimation.

  (ii) The Company issued preferred stock and a common stock
       warrant, which are classified in temporary equity on the
       Consolidated Balance Sheets.  The preferred stock had
       similar characteristics of an "Increasing Rate Security" as
       described by Securities and Exchange Commission Staff
       Accounting Bulletin Topic 5Q, Increasing Rate Preferred
       Stock.

(iii) Restate the Company's earnings per share disclosures and
       calculations to accurately reflect the impact of the Series
       C Variable Rate Convertible Preferred Stock and Warrant
       issuance.

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

                        http://is.gd/J2OylG

                      About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$140.67 million in total assets, $128.38 million in total
liabilities and $3.79 million in series C, convertible redeemable
preferred stock, and $8.49 million in total equity.


VALITAS HEALTH: Market Pressures Prompt Moody's to Cut CFR to B2
----------------------------------------------------------------
Moody's Investors Service downgraded Valitas Health Services,
Inc.'s Corporate Family Rating to B2 from B1, its Probability of
Default Rating to B2-PD from B1-PD, and its senior secured bank
credit facility ratings to B1 from Ba3. The rating outlook is
stable.

The rating action is due to Moody's expectation of earnings
volatility following recent contract losses, margin declines from
competitive pricing pressure on new and renewed contracts, and
Moody's belief that Valitas will be unable to restore metrics to
levels commensurate with the prior B1 rating over the near to
intermediate term. The downgrade also reflects Moody's concerns
related to cushion under the company's financial covenants, due to
potential earnings volatility and approaching step-downs.

Following is a summary of Moody's rating actions:

Ratings downgraded:

Valitas Health Services, Inc.

Corporate Family Rating to B2 from B1

Probability of Default Rating to B2-PD from B1-PD

$75 million senior secured revolving credit facility expiring June
2016, to B1 (LGD 3, 34%) from Ba3 (LGD 3, 35%)

$285 million senior secured term loan B due June 2017, to B1 (LGD
3, 34%) from Ba3 (LGD 3, 35%)

The rating outlook is stable.

Ratings Rationale:

Valitas' B2 Corporate Family Rating reflects Moody's expectation
that financial leverage will remain high over the next twelve-to-
eighteen months. Moody's also considers risks associated with
potential earnings volatility following recent contract losses and
margin compression, the company's significant customer
concentration, and liquidity concerns related to reduced cushion
under financial covenants. Moody's expects the company to face
near-term earnings pressure following the recent losses of the
Maine, Maryland, and Pennsylvania DOC contracts, and margin
declines from competitive pricing pressure on new and renewed
contracts. The ratings are supported by Valitas' significant scale
as the largest provider of healthcare services to correctional
facilities in a highly fragmented sector. Furthermore, Moody's
expects good free cash flow generation as the business is
characterized by minimal bad debt expense and modest capital
investment needs.

The stable rating outlook reflects Moody's expectation that the
company will partially offset near-term earnings pressure from
recent contract losses and margin compression through cost
reduction initiatives and the application of free cash flow
towards debt reduction. The ratings could be upgraded if the
company exhibits growth in EBITDA from new contract opportunities
or repays debt such that debt to EBITDA is sustained below 4.5
times, free cash flow to debt is sustained above 6%, and cushion
under the company's credit facility financial covenants improves.
The ratings could be downgraded if the company takes on additional
debt to fund acquisitions, experiences a loss of key DOC contracts
or incurs operating difficulties associated with customer
retention issues such that leverage were to increase above 6.0
times on a sustained basis. The ratings could also be downgraded
if covenant cushion erodes further.

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

Headquartered in Brentwood, Tennessee, Valitas Health Services,
Inc., through its operating subsidiaries, Corizon, Inc. and
Corizon Health, Inc., is a leading provider of contract healthcare
services to correctional facilities owned or operated by state and
local governments in United States. Valitas is majority owned by
Beecken Petty O'Keefe & Company, a Chicago based private equity
management firm. For the year ended December 31, 2012, Valitas
reported revenue of approximately $1.2 billion.


VISCOUNT SYSTEMS: Issues 22.212 Series A Convertible Pref. Stock
----------------------------------------------------------------
Viscount Systems, Inc., on April 1, 2013, issued a total of 22.212
Series A Convertible Redeemable Preferred Stock, par value $0.001
per share, to the outstanding holders of A Shares as dividend
payments on the A Shares for the period ended March 31, 2012.  The
A Shares issued are subject to the conversion and dividend rights
as set forth in the Certificate of Designation, Preferences and
Rights of the Series A Convertible Redeemable Preferred Stock, as
amended.

                       About Viscount Systems

Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer,
developer and service provider of access control security
products.

The Company reported a net loss of C$2.9 million in 2011, compared
with a net loss of C$1.3 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed C$1.08
million in total assets, C$3.44 million in total liabilities and a
C$2.35 million total stockholders' deficit.

"The Company's bank credit facility was suspended on December 30,
2011 due to the bank's assessment of the Company's financial
position.  Management has determined that the Company will need to
raise a minimum of $500,000 by way of new debt or equity financing
to continue normal operations for the next twelve months.
Management has been actively seeking new investors and developing
customer relationships, however a financing arrangement has not
yet completed.  Short-term loan financing is anticipated from
related parties, however there is no certainty that loans will be
available when required.  These factors raise substantial doubt
about the ability of the Company to continue operations as a going
concern."

Following the 2011 results, Dale Matheson Carr-Hilton Labonte LLP,
in Vancouver, Canada, expressed substantial doubt about Viscount
Systems' ability to continue as a going concern.  The independent
auditors noted that the Company has an accumulated deficit of
C$5,769,027 and has reported a loss of C$2,883,304 for the year
ended Dec. 31, 2011.


VISUALANT INC: Agreement with Sumitomo Extended to End of Year
--------------------------------------------------------------
Visualant, Inc.'s Joint Development Agreement with Sumitomo
Precision Products has been extended for nine months from
March 31, 2013, to Dec. 31, 2013.

Originally entered into on May 31, 2012, the Joint Development
Agreement between Visualant and Sumitomo Precision Products sets
forth the terms and conditions for the collaboration between the
two Companies for the extending the development of the Visualant
ChromaID technology and the movement of that technology into the
global marketplace.

Ron Erickson, Visualant Founder and CEO, stated, "Our relationship
with Sumitomo Precision Products has developed into a solid
partnership.  We are very pleased to continue our collaborative
work with SPP to advance our ChromaID technology and accelerate
its deployment into the marketplace."

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $4.69 million
in total assets, $4.94 million in total liabilities, $38,490 in
noncontrolling interest and a $280,232 total stockholders'
deficit.

PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


VYSTAR CORP: Dean Waters Named Chief Financial Officer
------------------------------------------------------
Vystar(R) Corporation said Dean Waters has been appointed as the
Company's new full-time Chief Financial Officer effective April 1,
2013.

Mr. Waters is an active member of Vystar's Board of Directors
since his appointment in 2008, chairing the Audit Committee and
serving on the Compensation Committee.  As the Founder and
Managing Director of FiveFold Capital, a company focused on the
capital needs of community banks, he worked with each bank's
management team to solve strategic and capital issues drawing upon
his fifteen years of knowledge and experience in raising more than
$5 billion in capital for middle-market to Fortune 1000 companies
and Community Financial Institutions.  Prior to founding FiveFold
Capital, Mr. Waters was Senior Vice President of Commerce Street
Capital's bank development group and was responsible for helping
community bank management teams raise capital for initial
offerings.  Prior to Commerce Street, Mr. Waters was a Managing
Partner of Poseidon Capital Investments, LLC, an investment
advisory firm.  He was also Senior Vice President, Director and
one of the founding members of the Capital Markets Group within
GMAC Commercial Finance's Equipment Finance Division.  Before
that, he was Managing Director of Equity Distributions of Bank of
America Leasing & Capital Group.

Mr. Waters received a B.S. in Economics from East Carolina
University in Greenville, N.C., and earned an M.B.A., with honors,
from Wake Forest University's Babcock Graduate School of
Management in Winston-Salem, N.C.  He also represented Wake Forest
in the European Business Studies program at St. Peters College of
Oxford University and served eight years on the Babcock Graduate
School of Management's Alumni Council.  Mr. Waters holds multiple
FINRA registrations including Series 62, 63, and 79.

Mr. Waters commented, "Having worked with Bill and the Vystar team
as a Board Member for over 4 years now, I believe the Company is
at an inflection point where growth will require the execution of
tactical initiatives designed to improve operational efficiencies,
heighten sales and services, as well as evaluate and select the
most advantageous financial and growth opportunities to fuel
expansion moving ahead.  I am excited to assume the CFO position
with Vystar, a company I've found to be truly innovative, and look
forward to playing an active part in these initiatives and aiding
the Company in reaching its next stage of growth."

Bill Doyle, president & CEO of Vystar Corporation, stated, "We are
pleased to have Dean on board as our Chief Financial Officer.  His
financial acumen, strategic insight and expertise showcased in a
variety of areas over the past few years as a Board member and the
chair of our Audit Committee - including but not limited to
institutional investments, negotiations, domestic and
international finance, due diligence, client relationship
management and business development - has been nothing short of
exceptional.  Instrumental in the successful and ongoing
implementation of our recent SleepHealth acquisition, Dean is
well-equipped to lead Vystar's financial stratagem going forward,
focusing on growing both our top and bottom lines through organic
means as well as through accretive and opportunistic
acquisitions."

                         About Vystar Corp

Duluth, Ga.-based Vystar Corporation is the creator and exclusive
owner of the innovative technology to produce Vytex(R) Natural
Rubber Latex.  This technology reduces antigenic protein in
natural rubber latex products to virtually undetectable levels in
both liquid NRL and finished latex products.

                        Bankruptcy Warning

According to the Company's quarterly report on Form 10-Q for the
period ended June 30, 2012, there can be no assurances
that the Company will be able to achieve its projected level of
revenues in 2012 and beyond.  "If the Company is unable to achieve
its projected revenues and is not able to obtain alternate
additional financing of equity or debt, the Company would need to
significantly curtail or reorient its operations during 2012,
which could have a material adverse effect on the Company's
ability to achieve its business objectives and as a result may
require the Company to file for bankruptcy or cease operations."

Habif, Arogeti & Wynne, LLP, in Atlanta, Georgia, expressed
substantial doubt about Vystar's ability to continue as a going
concern, following its results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
recurring losses from operations, a capital deficit, and limited
capital resources.

The Company's balance sheet at Sept. 30, 2012, showed $1.31
million in total assets, $2.57 million in total liabilities and a
$1.25 million total stockholders' deficit.


VYSTAR CORP: Delays Form 10-K for 2012
--------------------------------------
Vystar Corporation was not able to file its annual report on Form
10-K in a timely manner because of delays in beginning the on-site
audit process by the Company's auditors as a result of overdue
accounts payable due the auditors.  The Company believes it will
be able to bring the auditors' statements current no later than
April 8, 2013, and that the Annual Report on Form 10-K for the
period ended Dec. 31, 2012, will be filed on or about April 30,
2013.

                         About Vystar Corp

Duluth, Ga.-based Vystar Corporation is the creator and exclusive
owner of the innovative technology to produce Vytex(R) Natural
Rubber Latex.  This technology reduces antigenic protein in
natural rubber latex products to virtually undetectable levels in
both liquid NRL and finished latex products.

                        Bankruptcy Warning

According to the Company's quarterly report on Form 10-Q for the
period ended June 30, 2012, there can be no assurances
that the Company will be able to achieve its projected level of
revenues in 2012 and beyond.  "If the Company is unable to achieve
its projected revenues and is not able to obtain alternate
additional financing of equity or debt, the Company would need to
significantly curtail or reorient its operations during 2012,
which could have a material adverse effect on the Company's
ability to achieve its business objectives and as a result may
require the Company to file for bankruptcy or cease operations."

Habif, Arogeti & Wynne, LLP, in Atlanta, Georgia, expressed
substantial doubt about Vystar's ability to continue as a going
concern, following its results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
recurring losses from operations, a capital deficit, and limited
capital resources.

The Company's balance sheet at Sept. 30, 2012, showed $1.31
million in total assets, $2.57 million in total liabilities and a
$1.25 million total stockholders' deficit.


W.R. GRACE: Libby Victims' Lawyers Get $4MM+ in Fees
----------------------------------------------------
Matthew Brown, writing for the Associated Press, reported that a
state judge has ruled that lawyers for victims of asbestos
exposure in a contaminated Montana town are entitled to more than
$4 million in fees and expenses out of a $19.6 million settlement
with chemical manufacturer W.R. Grace and Co.

The AP report said some victims had objected to the amount as
excessive.  The victims wanted the money to go toward future
medical care for more than 2,200 people sickened by asbestos dust
from a Grace mine near Libby, Montana, instead of going to the
lawyers, but State District Judge James Wheelis said the 20% fee
was "fair and reasonable," according to the AP report.

Judge Wheelis cited the 18,000 hours of work that attorneys from
three firms said they put into the case, which carried a risk of
failure that could have left them with nothing, the AP report
said.  The full amount sought by the attorneys was more than $5
million; Judge Wheelis, however, granted the attorneys' request
to return $981,000 to a medical trust for victims.

The money, AP added, will go into a trust that will help cover
medical costs for victims, including 1,350 clients of the
attorneys awarded the fee and 850 others who were not clients but
will benefit from the trust.  Judge Wheelis said the fee payment
should come from the entire group of victims, not just the
attorneys' clients, because they will all benefit from the
settlement, AP said.

"It would be inequitable if non-clients received the same benefit
from the fund as clients, but not share in the burden of the
litigation expense," AP cited the judge as saying.

The requested fees equal 20% of last year's $19.6 million
settlement with Grace over decades of asbestos exposure that has
killed an estimated 400 people and sickened more than 2,000.
Asbestos dust from the mine once blanketed the town, and
contaminated mine waste was widely used by residents and local
officials in construction projects, as a soil supplement in home
gardens and for other purposes.

The plaintiffs' attorneys described their fee request as
reasonable given the time and effort they put into lawsuits filed
against Grace, the AP report said.

The attorneys said they were entitled to up to 40 percent of
their client's share of the settlement under their retainer
contracts, but opted for a lesser percentage that would come from
all qualifying victims and not just the attorneys' clients.

The attorneys are from three law firms: McGarvey, Heberling,
Sullivan and McGarvey P.C. of Kalispell; Lewis, Slovak, Kovachich
and Marr P.C. of Great Falls; and Murtha Cullina LLP, which has
offices in multiple locations.

A separate legal settlement between Libby victims and the state
of Montana to cover damages for failing to intervene sooner
included $14 million in attorney fees.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Judge Okays Protocol for Turnover of 2019 Exhibits
--------------------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware approved on April 9 a protocol to govern the
production of certain documents to Garlock Sealing Technologies
LLC.

The protocol was drafted by Pittsburgh Corning Corporation, North
American Refractories Company, et al., Mid-Valley, Inc., et al.,
and DII Industries LLC, Owens Corning, et al., W.R. Grace & Co.,
et al., USG Corporation, et al., United Minerals Products
Company, et al., Kaiser Aluminum Corporation, et al., The
Flintkote Company, Armstrong World Industries, Inc., et al.,
ACandS, Inc., et al., and Combustion Engineering, Inc., following
a district court's ruling directing them to produce documents
that would assist Garlock during the estimation trial of its
asbestos liabilities.

The protocol includes the designation of an attorney from the
U.S. District Court for the Western District of Pennsylvania's
special masters panel to undertake the production of the exhibits
to Garlock.  A copy of the court order detailing the protocol is
available for free at http://is.gd/RPtkkT

The documents to be produced to Garlock include exhibits to the
statements filed by lawyers who represent creditors asserting
asbestos-related claims against W.R. Grace and the 11 other
Debtors.  These exhibits were filed pursuant to Rule 2019 of the
Federal Rules of Bankruptcy Procedure, the bankruptcy rule that
governs disclosures of information about creditors in bankruptcy
cases.

Garlock needs those documents to allow experts in its own Chapter
11 case to develop or rebut an opinion regarding its total
liability for asbestos-related claims.

Judge Fitzgerald previously denied Garlock's bid to access the
documents, which the company appealed on Oct. 12, 2011.  Last
month, the U.S. District Court for the District of Delaware
reversed the bankruptcy judge's decision, saying Garlock could
use the information in the exhibits to help the court, which
oversees its bankruptcy case, to estimate its liability more
accurately.

Garlock earlier objected to the protocol complaining that W.R.
Grace and other parties who objected to its request to access the
Rule 2019 exhibits have already negotiated and agreed upon all
necessary protocols for the turnover of documents and protection
for personal information of claimants.  Other parties who
objected to Garlock's request to access the Rule 2019 exhibits
are the law firms: Kazan, McClain, Lyons, Greenwood & Harley,
Waters & Kraus LLP, Simmons Browder Gianaris Angelides & Barnerd
LLC, Bergman, Draper & Frockt, Gori Julian, & Associates, P.C.,
Early, Lucarelli, Sweeney & Strauss, Cooney & Conway, Lipsitz &
Ponterio, LLC, Bifferato LLC, and Montgomery, McCracken, Walker &
Rhoads, LLP, Stutzman Bromberg Esserman & Plifka, and the four
Asbestos Claimants' Committees represented by Caplin & Drysdale.

Garlock said the agreements are already reflected in previous
orders entered by consent of all parties in the Delaware and
Pennsylvania bankruptcy courts.

               Proposed Special Master Draws Flak

In an April 10 filing, the lawyer representing certain law firms
who objected to Garlock's request to access the Rule 2019
exhibits said they were not consulted by Garlock's legal counsel
prior to identifying potential special masters under the April 9
protocol order.

Earlier, Garlock's counsel provided a letter to the court
identifying Messrs. Robert Bernstein, Karl Schieneman and David
White as potential special masters.

Natalie Ramsey, Esq., at Montgomery, McCracken, Walker & Rhoads
LLP, in Wilmington, Delaware, requested that the court "briefly
defer appointment of a special master until the parties can
report back to the court promptly following their meet and confer
regarding the proposed special masters."

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Inks Deal With USG to Settle Claims for $668K
---------------------------------------------------------
W.R. Grace & Co. signed an agreement to settle the claim of USG
Corporation.

Under the deal, USG can assert a general unsecured claim of
$668,150 against the company for environmental response costs as
well as future costs associated with its facility in Paulsboro,
New Jersey.  The agreement is available without charge at
http://is.gd/rfFJxB

The Paulsboro site is the location of a former chemical
manufacturing plant constructed by W.R. Grace in 1972, and
operated until 1984.  In 1986, the company sold the facility and
property to Durabond Product Company, a division of USG
Industries, Inc.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: To Reject Lease Contract With BNSF
----------------------------------------------
W.R. Grace & Co. announced its plan to terminate a lease contract
with The Burlington Northern & Santa Fe Railway.  The lease will
be deemed terminated effective April 30 if no objection is filed
on or before the April 21 deadline.   Anyone who asserts a claim
against W.R. Grace for the termination of the lease is required
to file his claim on or before May 11.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


WESTERN EXPRESS: S&P Lowers Corporate Credit Rating to 'CCC'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Western Express Inc. to 'CCC' from 'CCC+'.  The outlook
is negative.

At the same time, S&P is lowering the issue-level rating on the
company's $285 million 12.5% notes to 'CCC-' (one notch below the
corporate credit rating) from 'CCC+', and revising its recovery
ratings to '5' from '4', indicating its expectation that
noteholders would receive modest (10%-30%) recovery in the event
of a payment default.  The revision of the recovery rating on the
senior secured notes reflects a revision of S&P's simulated
default scenario: S&P no longer presumes that Western Express
would reorganize.  Accordingly, S&P used a discrete asset
valuation based on current collateral values.

"The downgrade reflects our doubts regarding the company's ability
to service its existing debt or refinance debt coming due in
September 2014," said Standard & Poor's credit analyst Anita
Ogbara.

Western Express has $285 million in 12.5% senior secured notes
outstanding and interest payments are due semiannually in April
and October.  S&P expects Western Express to meet the April 15
interest payment of $18 million by borrowing from its ABL
facility, which includes a consolidated fixed charge ratio minimum
of 1x, which is tested if availability falls below $6 million.
Current availability is $16 million.

Standard & Poor's ratings on Western Express reflect the truckload
carrier's weak liquidity, highly leveraged financial profile and
participation in the capital-intensive and cyclical trucking
sector, which is subject to pricing pressure and intense
competition.  The company's midsize market position and good
customer diversity only partially offset these weaknesses.

The outlook is negative.  If Western Express fails to improve its
liquidity position, S&P is likely to lower the ratings as a
potential default on the October interest payment approaches.


WINDSORMEADE OF WILLIAMSBURG: Sets May 14 Confirmation Hearing
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Virginia United Methodist Homes of Williamsburg Inc.
scheduled a confirmation hearing for May 14 when the U.S.
Bankruptcy Court in Richmond, Virginia, will decide whether to
approve the plan worked out before bankruptcy and supported by
more than two-third in dollar amount of secured lenders, the only
non-insider class entitled to vote on the plan.  The bankruptcy
court approved disclosure materials April 11 explaining the plan.

According to the report, the plan is financed with assistance from
the founder and sponsor, similarly named Virginia United Methodist
Homes Inc.  The plan provides for exchanging existing bond debt of
$48.8 million for $30 million in new senior bonds due in 2043.
The holders will also receive new subordinate bonds maturing in
2048 for $9.7 million.  For having paid off other bonds, the
sponsor will have $6.5 million in senior bonds maturing in 2042 in
exchange for $13.3 million in debt.  The manager will have a new
management agreement to take the place of a $22.4 million claim.
There is $200,000 in unsecured debt that will be paid in full.

                About WindsorMeade of Williamsburg

Virginia United Methodist Homes of Williamsburg, Inc., doing
business as WindsorMeade of Williamsburg, filed a Chapter 11
petition (Bankr. E.D. Va. Case No. 13-31098) on March 1, 2013.

WindsorMeade of Williamsburg is a continuing care retirement
community located on a 105 acre parcel of real property leased by
sponsor Virginia United Methodist Homes Inc.  The facility
includes 181 independent living units with an 80% occupancy rate,
14 assisted living apartments with 65% occupancy and 12 skilled
nursing beds with 75% occupancy.

DLA Piper LLP (US) and Hirschler Fleischer, P.C. serve as counsel
to the Debtor.  Deloitte Financial Advisory Services LLP serves as
financial advisor.  McGuire Woods LLP is special bond counsel.
BMC Group Inc. is the claims agent.  The prepetition lender, UMB
Bank, NA, is represented by Christian & Barton, LLP.

The Debtor estimated assets and debts of $100 million to
$500 million.


WINDSTREAM CORP: High Leverage Cues Moody's to Lower CFR to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service downgraded Windstream Corporation's
corporate family rating to Ba3 from Ba2 and probability of default
rating to Ba3-PD from Ba2-PD. As part of the rating action,
Moody's has also downgraded the ratings on Windstream's senior
secured credit facilities to Ba2 (LGD3 - 38%) from Baa3 (LGD2 -
13%) and its senior unsecured notes to B1 (LGD4 - 69%) from Ba3
(LGD5-75%).

The downgrades reflect Windstream's high leverage and weak free
cash flow profile which are both the result of its high dividend.
Moody's has also lowered Windstream's speculative grade liquidity
rating to SGL-3 from SGL-2. The outlook is stable. This action
concludes the review of Windstream's ratings that was initiated on
February 21, 2013.

Issuer: Windstream Corporation

Downgrades:

Corporate Family Rating, Downgraded to Ba3 from Ba2

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

Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
SGL-2

Senior Secured Bank Credit Facility, Downgraded to Ba2 (LGD3,
38%) from Baa3 ( LGD2, 13%)

Senior Unsecured Regular Bond/Debenture, Downgraded to B1
(LGD4, 69%) from Ba3 (LGD5, 75%)

Outlook Actions:

Outlook, Changed To Stable from Rating under Review

Ratings Rationale:

The downgrade to Ba3 reflects Moody's view that Windstream's
leverage will remain above 4x Debt to EBITDA (Moody's Adjusted)
for the next several years. The company is fully committed to its
high dividend payout, which consumes the majority of its
discretionary cash flow. Moody's believes that the high dividend
has prevented Windstream from reducing leverage and is a factor in
the company's decision to reduce capital spending.

Windstream's asset-light approach to the business services market
will result in margin compression as the company relies more
heavily upon leased facilities outside its ILEC footprint. This
margin pressure is incremental to the industry-wide burden of an
unfavorable product mix shift to data services from voice
services. Moody's also expects free cash flow remain weak given
the potential for higher cash taxes in 2014 and, over a longer
time horizon, the potential negative impact from higher interest
on the unhedged portion of Windstream's floating rate debt.
Combined with margin pressure, higher interest and taxes could
more than offset the cash flow benefit from lower capex.

Over the longer term, Moody's believes that lower capital spending
may erode the company's competitive position versus its telecom
and cable peers. Windstream's target capital spend is 11% to 13%
of revenues, only modestly below the industry average of 15%.
However, Moody's views this gap as significant given Windstream's
smaller scale relative to AT&T, Verizon and CenturyLink, all of
which spend more heavily.

Moody's downgrade of Windstream's speculative grade liquidity
rating to SGL-3 from SGL-2 is primarily driven by the company's
plan to refinance a large portion of its upcoming $800 million
debt maturity with revolver borrowings. Moody's views Windstream
as having adequate liquidity, supported by $132 million of cash as
of year-end and an undrawn $1.25 billion revolver. Moody's expects
Windstream to generate at least $200 million of free cash flow in
2013, primarily due to lower capex and the cash tax benefits from
the extension of bonus depreciation. The relative stability of the
company's cash flow generation and good visibility into capital
expenditures eliminates the risk of unforeseen liquidity needs.
The company's ability to borrow under the revolving facility is
subject to leverage (total leverage ratio not exceeding 4.5x) and
interest coverage (not less than 2.75x) covenants. Moody's expects
Windstream to have ample amount of cushion under both of its
financial covenants.

The ratings for the debt instruments comprise both the overall
probability of default of Windstream, to which Moody's maintains a
PDR of Ba3-PD, the average family loss given default assessment
and the composition of the debt instruments in the capital
structure. Moody's rates the senior secured debt including the
$1.25 billion revolver and approximately $2.6 billion of term
loans at Ba2, LGD3 - 38%. The ratings on the secured debt
incorporate Moody's expectation that Windstream will use $600
million of revolver borrowings to refinance its upcoming unsecured
debt maturity.

Windstream's secured debt benefits from a collateral package that
includes a pledge of assets and upstream guarantees from
subsidiaries representing approximately 20% of total company cash
flow. Also, the secured debt benefits from a pledge of the equity
interest in certain non-guarantor subsidiaries. The ratings
recognize that regulatory restrictions may that limit the
collateral pledge for certain non-guarantor subsidiaries.
Windstream's senior unsecured notes are rated B1, LGD4 - 69%,
reflecting their junior position in the capital structure.

The stable outlook reflects Moody's view that Windstream will
maintain approximately flat EBITDA and stable cash flows over the
next few years despite the margin pressure.

Moody's could raise Windstream's ratings if leverage were to be
sustained below 3.75x (Moody's adjusted) and free cash flow to
debt was in the mid-single digits percentage range. Moody's could
lower the ratings further if leverage were to exceed 4.25x
(Moody's adjusted) or free cash flow turns negative, on a
sustained basis.

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

Windstream Corporation, Inc. is a telecommunications and IT
services provider headquartered in Little Rock, AR. The company
was formed by a merger of Alltel Corporation's wireline operations
and Valor Communications Group in July 2006. Windstream has
continued to grow through acquisitions and, following the
acquisition of PAETEC Holding Corp. ("PAETEC") in 2011, Windstream
provides services in 48 states.


WOOTON GROUP: Can Employ Simon Resnik as Bankruptcy Counsel
-----------------------------------------------------------
Wooton Group LLC sought and obtained approval from the U.S.
Bankruptcy Court to employ M. Jonathan Hayes, and Simon Resnik
Hayes LLP as general bankruptcy counsel to, among other things,
provide these services:

   * possible amendments to the Debtor's schedules;

   * advice and assistance regarding compliance with the
     requirements of the United States Trustee; and

   * advice regarding matters of bankruptcy law, including the
     rights and remedies of the Debtor in regard to its assets and
     with respect to the claims of creditors.

M. Jonathan Hayes, Esq., attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm's rates are:

  Professional              Role               Rate
  ------------              ----               ----
M. Jonathan Hayes           Partner            $425
Kevin T. Simon              Partner            $385
Matthew D. Resnik           Partner            $385
Russell J. Stong III        Associate          $325
Donna R. Dishbak            Associate          $325
Roksana D. Moradi           Associate          $285
Carolyn M. Afari            Associate          $165
Elizabeth Roberson          Associate          $165
Erin Keller                 Paralegal          $135

Beverly Hills, Calif.-based Wooton Group, LLC, filed a bare-
bones Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-31323)
in Los Angeles on June 19, 2012.  Judge Thomas B. Donovan oversees
the case.  M. Jonathan Hayes, Esq., Matthew D. Resnik, Esq., and
Roksana D. Moradi, Esq., at Simon Resnik Hayes LLP, in Sherman
Oaks, Calif., represent the Debtor as counsel.  The petition was
signed by Mark Slotkin, managing member.  In its schedules, the
Debtor disclosed assets of $10,500,961 and debts of $7,227,376 as
of the petition date.


XENTEL INC: Fundraiser IMarketing Files in Canada, U.S.
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Xentel Inc. and other U.S. units of Toronto-based
IMarketing Solutions Group Inc. filed petitions for Chapter 15
protection on April 12 (Bankr. D. Del. Lead Case No. 13-10888)
immediately after the parent commenced proceedings in Ontario for
reorganization under Canada's Companies' Creditors Arrangement
Act.

The companies, with more than 1,100 employees, provide direct-
marketing and fundraising services for politicians, not-for-
profit organizations and professional organizations.  About 57% of
revenue is generated in Canada, with the remainder coming from the
U.S. The companies have 25 locations in both countries.

Liabilities include a $3.8 million secured loan owing to an
insider. There is another $2 million secured loan owing to
Canadian Imperial Bank of Commerce.  There is about $7.8 million
in other debt, including $4.9 million owing to trade suppliers.

For the first nine months of 2012, negative cash flow from
operations was C$4.7 million ($4.6 million).  For the three
quarters last year, revenue of $48.7 million.  For 2011, there
was a $5.3 million net loss on revenue of $83.8 million.  The
Sept. 30 balance had assets of $12.6 million and total liabilities
of $13.1 million.


XZERES CORP: Obtains New $6.5 Million Credit Facility
-----------------------------------------------------
Renewable Power Resources, LLC, comprised of a group of world-
class strategic investors with strong interest in distributed
renewable power generation, provided a $6.5 million credit
facility to support XZERES' 2013 near term and strategic growth
objectives.

According to XZERES CEO, Frank Greco, "Renewable Power Resources
offers a wide array of interests and relationships in areas such
as agriculture, commercial/industrial real estate, and other
unique global industrial markets, something we look forward to
leveraging in an effort to further the added values to the
Company's growth opportunities."

Additionally, Frank Greco stated, "As the Company's largest single
funding to-date, coupled with our improved market position, global
demand, and lower cost structure, we believe this financing will
enable XZERES to achieve its goals and dramatically improve
delivery times, order flow with vendors, and build out of finished
units to react quickly to the growing demand for Xzeres products."

Expanded Global Opportunities for 2013

To date, XZERES' has developed a strong global presence primarily
driven by the US and UK markets.  XZERES' is highly recognized for
its uptime and durability, as well as its highly engineered
products including its marine grade turbine.  According to Greco,
"while we anticipate the U.S. and particularly the UK to remain
major drivers in our business, 2013 expects to benefit from our
efforts to further expand globally.  Already, XZERES has
meaningful activities in process and developing in Vietnam, Japan,
the Caribbean and other parts of continental Europe."

In addition to the expanding global market opportunities for its
turbine products, the Company is equally excited about the growing
domestic interest in its Power Efficiency products.  "An
increasing number of dealers and potential customers are beginning
to recognize the ability of our PE products to help drive savings
in their energy bills," stated Greco.  XZERES anticipates the PE
product line to add a meaningful contribution in 2013.

Distributed wind -- wind energy that is used wholly or partially
at the site where the equipment is deployed and the energy is
generated -- is growing worldwide at an annual rate of
approximately 35%.  It is a fundamentally different business with
different economics and market drivers then the utility scale wind
projects that grab newspaper headlines, Greco emphasized.  He said
that "Farmers, ranchers, home owners, small businesses,
corporations and governments are discovering that distributed wind
can dramatically reduce operating costs and serve as a hedge
against future electricity rate hikes."

Unlike utility-scale wind, Greco pointed out that "Distributed
wind requires no infrastructure (transmission) upgrades since the
power that is generated is used primarily on-site.  As a result,
several U.S. states now provide long term incentives for small
wind that add to its economic appeal, while Feed-In Tariffs, which
allow for the sale of excess electricity, are stimulating strong
demand in areas like the UK, Europe and Asia."

"While utility-scale wind has garnered the lion's share of
attention, we believe the future of wind lies with distributed
wind, thanks to its economic benefits, its versatility and its
ease of implementation," Greco said.  "The price and quality of
our products, combined with our global marketing platform, have
placed us in a leading position to take advantage of this largely
untapped and growing market."

Over the past three years, XZERES has invested substantial
resources toward making its products world and best in class,
establishing a global footprint, and implementing a quality
supply-chain, distribution and service platform.  According to
Greco "XZERES has been on a longer-than-anticipated journey toward
success, but with this larger, more adequate funding source in
place, we now look forward to demonstrating the Company's
capability and leveraging all the years of work and effort to put
the Company in position for accelerated growth and performance."

Additional information about the transaction is available at:

                         http://is.gd/20uLCe

                          About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

As reported by the Troubled Company Reporter on July 3, 2012,
Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about XZERES' ability to continue as a going
concern, following its audit of the Company's financial position
and results of operations for the fiscal year ended Feb. 29, 2012.
The independent auditors noted that the Company has incurred
losses from operations, has negative working capital, and is in
need of additional capital to grow its operations so that it can
become profitable.

The Company's balance sheet at Nov. 30, 2012, showed $4.11 million
in total assets, $5.13 million in total liabilities and a
$1.02 million total stockholders' deficit.


ZALE CORP: Portolan Capital Holds 5% Equity Stake at March 28
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Portolan Capital Management, LLC, and George
McCabe disclosed that, as of March 28, 2013, they beneficially own
1,643,049 shares of common stock of Zale Corp. representing 5.06%
of the shares outstanding.  Portolan Management previously
reported beneficial ownership of 858,480 common shares or a 2.65%
equity stake as of Dec. 31, 2012.  A copy of the filing is
available at http://is.gd/RFqLkk

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corp. incurred a net loss of $27.31 million for the year
ended July 31, 2012, a net loss of $112.30 million for the year
ended July 31, 2011, and a net loss of $93.67 million for the year
ended July 31, 2010.

The Company's balance sheet at Jan. 31, 2013, showed $1.25 billion
in total assets, $1.06 billion in total liabilities and
$193.90 million in total stockholders' investment.


* Fitch Says Pension Changes Could Improve KY Liability Profile
---------------------------------------------------------------
The changes passed by the Kentucky legislature should allow the
state to better manage its underfunded pension liability and have
come sooner than many expected. But, in our view, the overall
challenges to the state remain, and the plan exerts additional
budgetary pressure, Fitch says. The plan requires the state to
fully fund the actuarially calculated annual required contribution
(ARC) for the main state employee pension plans much faster than
anticipated (by fiscal 2015), effectively suspends cost of living
allowances and establishes a hybrid cash balance pension plan for
new hires.  To help fully fund the ARC, the legislature made
several tax law changes, including reducing a personal income tax
credit, which are projected to generate $100 million a year toward
the accelerated ARC ramp up. In fiscal 2012, the state funded $251
million of the $482 million ARC (52%) for the state-supported
portion of the Kentucky Retirement Systems plans.

Fitch says: "We believe acceleration to the full ARC will have a
positive impact on the long-term trajectory of the state's pension
liability. Fitch anticipated the state's prior plan to gradually
increase toward the full ARC by fiscal 2025 would lead to
weakening funded ratios over the next decade. However, the impact
of the acceleration will be muted due to the significant
underfunding level. The self-reported funded ratio of Kentucky's
state-supported portion of its major state employee retirement
system (Kentucky Retirement Systems) has declined in every year
since 2001, and the Fitch-adjusted ratio was approximately 27.9%
at June 30, 2012.

"The commonwealth is also facing other budgetary challenges. In
each of the past four biennial budgets, it has relied on one-time
solutions to balance the budget, including depletion of reserves,
debt restructuring and borrowing for operations, specifically to
pay Kentucky Teachers Retirement System non-pension retirement
benefits (OPEB). Although the structural gap and use of one-time
items have been reduced in the current biennium, this practice
continues despite economic recovery and growing revenues.
Additionally, the state will be challenged to meet the statutory
fiscal 2015 full ARC funding deadline despite the revenue measures
adopted this year.

"While Kentucky has a larger manufacturing sector than other
states, the sector has recovered since bottoming in early 2010.
Kentucky's unemployment rate improved to 7.9% in February of 2013
(compared with the national rate of 7.7%). But the commonwealth's
per capita personal income has been approximately 80% of the U.S.
average for 30 years and ranks 47th among the states."


* Roadmap Given for Third-Party Releases in Virginia
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a federal district judge in Alexandria, Virginia,
drew a road map for how a company emerging from Chapter 11 can
succeed in giving so-called third-party releases protecting
officers and directors from being sued by creditors.

According to the report, the opinion on April 3 by U.S. District
Judge Anthony J. Trenga is a follow-up to a decision in December
2011 by the U.S. Court of Appeals in Richmond, Virginia, arising
from confirmation of a Chapter 11 plan for National Heritage
Foundation Inc.

Originally, the bankruptcy court approved third-party releases and
was upheld in district court.  On appeal, the circuit court in
Richmond elucidated the court's 1989 ruling on a Chapter 11 plan
by A.H. Robbins & Co.  The Robbins decision is one of the leading
cases describing when Chapter 11 plans can bar suits against non-
bankrupt third parties.  The circuit said it was insufficient for
the bankruptcy judge only to find that the releases were
"essential" and conferred "material benefit." The court said the
bankruptcy judge on remand must make "factual findings to explain
why this is so."

On remand, the bankruptcy judge declined to approve the releases,
leading the company to appeal to Judge Trenga, who affirmed.  The
company argued releases were critical because continuing
indemnification obligations would be costly if executives were
sued.  Judge Trenga said the record was devoid of evidence about
the number, likelihood, or amount of potential claims against
executives.

The report notes that the company also argued for the releases,
saying executives otherwise wouldn't serve.  Judge Trenga
responded, saying the record was absent evidence showing officers
or directors wouldn't serve.  Judge Trenga likewise rejected the
argument that executives gave value for releases by agreement to
continue serving the company.  The judge upheld the bankruptcy
court by saying that unenforceable promises for future services
were insufficient to justify releases.  The opinion in large
measure relies on conclusions that the findings of fact by the
bankruptcy judge were not clearly erroneous.

The case is National Heritage Foundation Inc. v. Behrmann,
12-1329, U.S. District Court, Eastern District Virginia
(Alexandria).


* Dischargeability and Breach of Fiduciary Duty Examined
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an officer's breach of fiduciary duty to the company
isn't equivalent to fraud while acting in a fiduciary capacity,
according to an April 11 decision by U.S. District Judge Eric F.
Melgren in Topeka, Kansas.

The report recounts that a company officer copied corporate
software that was the substance of the business.  He formed a new
company, using the software, and took the customers.  The company
sued, and the officer was saddled with jury verdicts for ordinary
and punitive damages.  The judgments were upheld in state supreme
court.  The officer filed bankruptcy.  The bankruptcy judge ruled
that the judgments weren't discharged under Section 523(a)(4) on
the ground of fraud while acting in a fiduciary capacity.


According to the report, Judge Melgren reversed.  The judge relied
on a case from the U.S. Court of Appeals in Denver saying that
there must be an express or technical trust to qualify for an
exception to discharge under Section 523(a)(4).  Fiduciary
relationships created by law are insufficient.  Judge Melgren also
reversed the ruling that the punitive damages weren't discharged
as being willful and malicious injury.  He pointed to jury
instructions requiring "willful, fraudulent, or malicious"
conduct. Because bankruptcy law requires willful "and" malicious,
the jury verdict wasn't sufficient to invoke the doctrine of
collateral estoppel.

The case is Jenkins v. IBD Inc., 11-2776, U.S. District Court,
District of Kansas (Topeka).


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                Total
                                               Share-      Total
                                     Total   Holders'    Working
                                    Assets     Equity    Capital
   Company           Ticker           ($MM)      ($MM)      ($MM)
   -------           ------         ------     ------    -------
AMR CORP             AAMRQ US     23,510.0   (7,987.0)  (2,232.0)
ABSOLUTE SOFTWRE     ABT CN          121.1      (13.9)     (11.2)
AIR CANADA-CL A      AC/A CN       9,060.0   (3,342.0)    (212.0)
AIR CANADA-CL B      AC/B CN       9,060.0   (3,342.0)    (212.0)
ACELRX PHARMA        ACRX US          28.2       (0.3)      13.1
ADA-ES INC           ADES US          75.7      (40.1)     (24.1)
AK STEEL HLDG        AKS US        3,903.1      (91.0)     630.3
AMC NETWORKS-A       AMCX US       2,618.9     (882.4)     524.0
AMYLIN PHARMACEU     AMLN US       1,998.7      (42.4)     263.0
ARTISAN PARTNERS     APAM US         287.6     (315.5)       -
ARRAY BIOPHARMA      ARRY US         128.4      (31.7)      64.0
AMERISTAR CASINO     ASCA US       2,074.3      (22.3)     (57.4)
AMER AXLE & MFG      AXL US        2,866.0     (120.8)     271.3
AUTOZONE INC         AZO US        6,662.2   (1,550.1)  (1,108.4)
BERRY PLASTICS G     BERY US       5,050.0     (313.0)     482.0
BLUELINX HOLDING     BXC US          544.7      (20.6)     272.4
CINCINNATI BELL      CBB US        2,872.4     (698.2)     (51.9)
CHOICE HOTELS        CHH US          510.8     (548.9)      57.3
CIENA CORP           CIEN US       1,885.2      (78.6)     741.2
TOWN SPORTS INTE     CLUB US         403.9      (55.5)      (7.8)
COMVERSE INC         CNSI US         823.2      (28.4)     (48.9)
CAPMARK FINANCIA     CPMK US      20,085.1     (933.1)       -
CABLEVISION SY-A     CVC US        7,246.2   (5,626.0)    (319.5)
CENTENNIAL COMM      CYCL US       1,480.9     (925.9)     (52.1)
CAESARS ENTERTAI     CZR US       27,998.1     (331.6)     905.3
DELTA AIR LI         DAL US       44,550.0   (2,131.0)  (4,998.0)
DENNY'S CORP         DENN US         324.9       (4.5)     (27.2)
DUN & BRADSTREET     DNB US        1,991.8   (1,014.3)    (129.3)
DOMINO'S PIZZA       DPZ US          478.2   (1,335.5)      76.8
DIRECTV              DTV US       20,555.0   (5,031.0)      13.0
DYAX CORP            DYAX US          55.5      (51.6)      24.4
FERRELLGAS-LP        FGP US        1,503.0      (42.3)     (22.2)
FIFTH & PACIFIC      FNP US          902.5     (126.9)      36.4
FAIRPOINT COMMUN     FRP US        1,798.0     (220.7)      31.1
FREESCALE SEMICO     FSL US        3,171.0   (4,531.0)   1,186.0
FOREST OIL CORP      FST US        2,201.9      (42.8)    (101.2)
GRAMERCY CAPITAL     GKK US        2,168.8     (251.8)       -
GLG PARTNERS INC     GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS     GLG/U US        400.0     (285.6)     156.9
GRAHAM PACKAGING     GRM US        2,947.5     (520.8)     298.5
GENCORP INC          GY US         1,385.2     (379.1)      32.0
HCA HOLDINGS INC     HCA US       28,075.0   (8,341.0)   1,591.0
HOVNANIAN ENT-A      HOV US        1,580.3     (481.2)     935.2
HUGHES TELEMATIC     HUTC US         110.2     (101.6)    (113.8)
HUGHES TELEMATIC     HUTCU US        110.2     (101.6)    (113.8)
AMER RESTAUR-LP      ICTPU US         33.5       (4.0)      (6.2)
INCYTE CORP          INCY US         330.4     (175.0)     173.4
IPCS INC             IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI     ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU     JE CN         1,510.8     (273.1)    (287.1)
JUST ENERGY GROU     JE US         1,510.8     (273.1)    (287.1)
LEHIGH GAS PARTN     LGP US          303.2      (38.1)     (18.9)
LORILLARD INC        LO US         3,396.0   (1,777.0)   1,176.0
L BRANDS INC         LTD US        6,019.0   (1,014.0)     667.0
INFOR US INC         LWSN US       5,846.1     (480.0)    (306.6)
MERRIMACK PHARMA     MACK US         149.0       (6.4)      89.8
MARRIOTT INTL-A      MAR US        6,342.0   (1,285.0)  (1,298.0)
MEDIA GENERAL-A      MEG US          773.4     (176.2)      38.0
MONEYGRAM INTERN     MGI US        5,150.6     (161.4)     (35.5)
MORGANS HOTEL GR     MHGC US         591.2     (137.3)      17.7
MANNKIND CORP        MNKD US         251.3     (110.7)     (78.0)
MODEL N INC          MODN US          42.2      (11.1)     (14.5)
MERITOR INC          MTOR US       2,341.0   (1,011.0)     224.0
NAVISTAR INTL        NAV US        8,531.0   (3,309.0)   1,517.0
NATIONAL CINEMED     NCMI US         810.5     (356.4)     129.6
NPS PHARM INC        NPSP US         151.1      (54.6)     107.5
NYMOX PHARMACEUT     NYMX US           2.1       (7.7)      (1.6)
ODYSSEY MARINE       OMEX US          26.9      (20.8)     (25.2)
ORGANOVO HOLDING     ONVO US           9.0      (27.4)       7.3
ORBITZ WORLDWIDE     OWW US          834.3     (142.7)    (247.7)
PALM INC             PALM US       1,007.2       (6.2)     141.7
PDL BIOPHARMA IN     PDLI US         280.0      (68.1)     172.5
PHILIP MRS-BDR       PHMO11B BZ   37,670.0   (1,853.0)    (426.0)
PLAYBOY ENTERP-B     PLA US          165.8      (54.4)     (16.9)
PLAYBOY ENTERP-A     PLA/A US        165.8      (54.4)     (16.9)
PHILIP MORRIS IN     PM US        37,670.0   (1,853.0)    (426.0)
PROTECTION ONE       PONE US         562.9      (61.8)      (7.6)
PRIMEDIA INC         PRM US          208.0      (91.7)       3.6
QUALITY DISTRIBU     QLTY US         513.6      (18.4)      77.6
RALLY SOFTWARE D     RALY US          35.8       (1.1)       1.3
REVLON INC-A         REV US        1,236.6     (649.3)      88.1
REGAL ENTERTAI-A     RGC US        2,209.5     (698.6)    (129.7)
REGULUS THERAPEU     RGLS US          40.7       (8.5)      21.0
RLJ ACQUISITI-UT     RLJAU US          0.0       (0.0)      (0.0)
RENAISSANCE LEA      RLRN US          57.0      (28.2)     (31.4)
RURAL/METRO CORP     RURL US         303.7      (92.1)      72.4
SINCLAIR BROAD-A     SBGI US       2,729.7     (100.1)      (3.2)
SALLY BEAUTY HOL     SBH US        1,969.9     (157.2)     637.4
SILVER SPRING NE     SSNI US         417.7     (228.8)      43.3
TAUBMAN CENTERS      TCO US        3,268.5     (344.9)       -
THRESHOLD PHARMA     THLD US          89.5      (13.9)      70.2
TESORO LOGISTICS     TLLP US         363.2      (18.1)      11.1
TETRAPHASE PHARM     TTPH US          14.1       (3.2)       3.7
LIN TV CORP-CL A     TVL US        1,241.4      (88.3)    (182.6)
UNISYS CORP          UIS US        2,420.4   (1,588.7)     482.1
ULTRA PETROLEUM      UPL US        2,007.3     (577.9)    (388.2)
VECTOR GROUP LTD     VGR US        1,086.7      (79.3)     443.9
VISKASE COS I        VKSC US         334.7       (3.4)     113.5
VIRGIN MOBILE-A      VM US           307.4     (244.2)    (138.3)
VERISIGN INC         VRSN US       2,062.5       (9.3)     948.4
WESTMORELAND COA     WLB US          936.1     (286.2)     (11.6)
WEST CORP            WSTC US       3,448.2   (1,249.7)     303.4
WEIGHT WATCHERS      WTW US        1,218.6   (1,665.5)    (229.9)


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***