TCR_Public/130419.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, April 19, 2013, Vol. 17, No. 107

                            Headlines

1800 BRAND: Case Summary & 6 Unsecured Creditors
207 REDWOOD: Court Confirms Plan Sponsors' Modified Joint Plan
231 FOURTH AVENUE: Voluntary Chapter 11 Case Summary
24 HOUR FITNESS: New Debt Re-Pricing No Impact on Moody's B3 CFR
A123 SYSTEMS: Fisker Accord Okayed; Plan Hearing Moved to May 20

ACCESS MIDSTREAM: S&P Retains 'BB-' Corporate Credit Rating
ADAM VICTOR: DLA Piper Settles Suit Over 'Churn That Bill' E-mails
ALMA ENERGY: Sanctions v. Defendants Over Failed Mediation Upheld
ALTERNET SYSTEMS: StarkSchenkein LLP Raises Going Concern Doubt
AMERICAN AIRLINES: Summary of Merger-Based Chapter 11 Plan

AMERICAN AIRLINES: Sec. 1110(a) at Center of Make-Whole Issue
AMERICAN AIRLINES: Covington, Yetter to Provide Add'l Services
AMERICAN AIRLINES: WTC Appeal on Adequate Protection Denied
AMERICAN AMEX: Hearing to Approve Plan Disclosures on July 29
AMERICAN APPAREL: Comparable Sales for March 2013 Increased 8%

AMERICAN DEFENSE: Terminates 2009 Securities Offering
ANTIOCH COMPANY: Case Summary & 30 Largest Unsecured Creditors
ARCAPITA BANK: Terms of Revised Reorganization Plan
ARVCO CAPITAL: Indicted Agent Accuses Apollo of Pay-to-Play
ATLANTIC COAST: Albury Investment Owns 9.9% Stake at March 22

ATLAS PIPELINE: S&P Affirms 'B+' Corporate Credit Rating
ATP OIL: Deepwater Asset Sale Objections Filed
ATP OIL: Pioneer Objects to Davis and Calypso's Lift Stay Motion
ATP OIL: Maritech Withdraws Bid for Payment Under Gas Deal
AUSTIN PACKAGING: Files Receivership, Seeks Financial Help

BANCINSURE: Attempts to Stave off Receivership
BANKS COUNTY: Case Summary & Unsecured Creditor
BAOSHINN CORPORATION: Incurs $191,000 Net Loss in 2012
BEAZER HOMES: Israel Englander Holds 4.6% Equity Stake at April 5
BEECHCRAFT HOLDINGS: S&P Gives 'B+' CCR & Rates $425MM Loan 'BB-'

BLUE SPRINGS: To Present Plan for Confirmation on June 5
BOB COOK: Sale of 7% Stake in Sacramento Kings Approved
BROADCAST INTERNATIONAL: Amends Merger Agreement with AllDigital
BUILDERS FINANCIAL: Ruling on BNY Mellon Plan Vote Upheld
BUILDERS FIRSTSOURCE: Lou Davis Promoted to VP - Manufacturing

CAPITAL AUTOMOTIVE: S&P Rates $325MM Second Lien Loan 'B-'
CAREY LIMOUSINE L.A.: Sets May 30 Plan Confirmation
CARNATION SEAVIEW: Voluntary Chapter 11 Case Summary
CASH STORE: Fails to Comply with $50MM Market Capitalization Rule
CENTRAL EUROPEAN: Has $100MM Term Loan Agreement with Alfa Group

CENTRAL EUROPEAN: Common Stock Delisted From NASDAQ
CHERRY ENTERPRISES: Voluntary Chapter 11 Case Summary
CHINA FRUITS: Reports $128K Net Income in 2012
CIRTRAN CORP: Settles "Play Beverages" Litigation for $0
COLONNA MARBLE: Case Summary & 18 Largest Unsecured Creditors

CONNAUGHT GROUP: Judge Certifies Ex-Workers' WARN Class Action
CPI CORP: Placed Into Receivership to Speed Up Sale Process
D & L ENERGY: Oil and Gas Driller Files in Youngstown, Ohio
D & L ENERGY: Case Summary & 20 Largest Unsecured Creditors
DENNY'S CORP: FMR LLC Discloses 6.4% Equity Stake at April 9

DETROIT, MI: Takes Step to Restructure Debt Despite Protests
DEX ONE: Gets Court's Nod to Retain Bankruptcy Professionals
DYNEGY INC: Settles $1.6MM Shareholder Class Action
EAGLE POINT: Court Confirms Reorganization Plan
EASTMAN KODAK: Wins Approval to File Chapter 11 Plan Until May 31

EASTMAN KODAK: To Pay Employee Bonuses on April 25
EASTMAN KODAK: Wins Court Approval to Sign New EPM Contracts
EASTMAN KODAK: Wins Court Nod to Extend Term of Carestream Deal
EASTMAN KODAK: Wins Court Approval of New ORIC Policy Terms
ERICKSON AIR-CRANE: Moody's Gives B1 CFR & Rates $400MM Notes B1

ERICKSON AIR-CRANE: S&P Assigns 'B' CCR & Rates $400MM Notes 'B'
FAIRFIELD SENTRY: 2nd Circ. Defines "Center of Main Interests"
FIELD FAMILY: Hearing for Extension of Exclusive Periods on May 1
FIELD FAMILY: Court Okays Cash Collateral Use Until June 24
FIGUEROA TOWER: US Bank Wrongfully Foreclosed on LA Skyscraper

FIRST PHILADELPHIA: Hearing on Case Dismissal Set for April 30
FIRST PHILADELPHIA: Plan Confirmation Hearing Set for April 30
FIRST PHILADELPHIA: Has OK to Hire Maureen P. Steady as Counsel
FIRST PHILADELPHIA: Has Court OK to Hire Newmark Grubb as Realtor
FIRST SECURITY: April 10 is Record Date for Rights Offering

FRANCISCAN HOTEL: Voluntary Chapter 11 Case Summary
FULLER BRUSH: Hires Sierra Constellation as Restructuring Advisors
FUSION TELECOMMUNICATIONS: Had $1.5MM Net Loss in Fourth Quarter
FUWEI FILMS: Incurs RMB54.4-Mil. Net Loss in 2012
GARY PHILLIPS: Plan Approval Hearing Continued to May 7

GC BERLIN: Voluntary Chapter 11 Case Summary
GENERAL AUTO: Employs Thomas Gilleese as Consultant
GENERAL AUTO: Jackson Group Replaces Cassinelli as Appraiser
GGW BRANDS: Ex-FBI Agent, Solyndra CRO Named Trustee
GLEN WHITE: Voluntary Chapter 11 Case Summary

GOOD SAM: No Holder Opted to Sell Senior Secured Notes
GORDON PROPERTIES: Amicus Curiae Named to Probe FOA Settlement
GREATMAT TECHNOLOGY: Albert Wong Raises Going Concern Doubt
GREGORY WOOD: Hires Johnny Gates as Financial Advisor
GREGORY WOOD: Hires Shumaker Loop as Counsel

GSC GROUP: Kaye Scholer Says Fund's Claims Imperil Deal in Row
HAWK SHAW: Case Summary & 20 Largest Unsecured Creditors
HOTEL OUTSOURCE: Barzily & Co. Raises Going Concern Doubt
HUMBOLDT STATION: Case Summary & 12 Largest Unsecured Creditors
HUSTAD INVESTMENT: Hires Anderson ZurMuehlen as Accountants

HW HEARTLAND: Seeks to Hire CBRE Inc. as Real Estate Broker
HYPERTENSION DIAGNOSTICS: Resumes Processing Operations in Texas
INNOVARO INC: Incurs $10.0-Mil. Net Loss in 2012
INSPIREMD INC: Amends 11.3 Million Common Shares Prospectus
INTERPUBLIC GROUP: Fitch Affirms 'BB+' Preferred Stock Rating

IPALCO ENTERPRISES: Fitch Affirms 'BB+' Issuer Default Rating
J.C. PENNEY: Said To Be In Talks With Wells Fargo for $500MM Loan
JACKSON PLAZA: Voluntary Chapter 11 Case Summary
JAMES RIVER: BlackRock Discloses 3.7% Stake at March 28
JELD-WEN INC: S&P Revises Outlook to Positive & Affirms 'B' CCR

JUMP OIL: Amends List of 20 Largest Unsecured Creditors
K-V PHARMACEUTICAL: Committee to Oppose Plan Confirmation
K-V PHARMACEUTICALS: Alternative Plan Is in The Works
KAISER ALUMINUM: S&P Alters Outlook to Positive & Affirms BB- CCR
KEYSTONE GROVE: Voluntary Chapter 11 Case Summary

KIT DIGITAL: Has Forbearance with Secured Lenders Until April 23
LANDAMERICA FINANCIAL: Trustee Wants Experian Sanctioned
LEHMAN BROTHERS: 'Milestone' Deals Will Pay Out $15B to Customers
LIFECARE HOLDINGS: Seeks to Purchase Care Facilities for $109MM
LEVEL 3: Jeff Storey Named President and CEO

LIVING VENTURES: De Leon & Company Raises Going Concern Doubt
LTS GROUP: S&P Corrects Rating By Reinstating 'B' 1st-Lien Rating
LUXOMNI CORPORATION: Voluntary Chapter 11 Case Summary
LYON WORKSPACE: Lender Wins Auction With Debt Swap
M.A.T. MARINE: Voluntary Chapter 11 Case Summary

MANUEL MEDIAVILLA: Case Summary & Unsecured Creditor
MARKETING WORLDWIDE: To Effect a 1:100 Reverse Stock Split
MF GLOBAL: Ex-Broker Sentenced to 5 Years for Trades
MGM RESORTS: Former Ingram Micro CEO Appointed to Board
MOSS FAMILY: Can Employ Beachwalk Realty as Broker

MPM TECHNOLOGIES: Carbon Cycle Owns 60% Stake at April 1
NECH LLC: Disclosure Statement Hearing Set for May 9
NEONODE INC: Wellington Holds 14% Equity Stake at March 31
NES RENTALS: Announces Early Settlement of Tender Offer
NEPHROS INC: Commences Rights Offering, Reduces Warrant Price

NGPL PIPECO: S&P Lowers Corp. Credit & Sr. Debt Ratings to 'B'
NORTEL NETWORKS: Euro Creditors Appeal Ruling on Allocation Trial
NORTHCORE TECHNOLOGIES: TSX Listing Under Remedial Review
OLD SECOND: To Release First Quarter Results on April 24
ONE FIREROCK: Voluntary Chapter 11 Case Summary

ORMET CORP: Seeks to Sell Assets to Smelter Acquisition
PAID INC: Rosen Seymour Raises Going Concern Doubt
PATRIOT COAL: Peabody Balks at Debtors/Committee Rule 2004 Motion
PATRIOT COAL: Balks at Noteholders' Chapter 11 Trustee Motion
PATRIOT COAL: Retirees Balk at Motion to End Retiree Benefits

PATRIOT COAL: Wants Noteholder Group to Comply With Rule 2019
PBJT935927 2008: Voluntary Chapter 11 Case Summary
PEREGRINE FINANCIAL: $1.23MM Interim Payment Approved for Trustee
PEREGRINE FINANCIAL: Trustee Given $1.23 Million Interim Fee
PETER DEHAAN: Can Hire Re/Max Advantage as Real Estate Broker

PHH CORP: Improved Liquidity Prompts Moody's to Affirm CFR at Ba2
PINNACLE AIRLINES: Obtains Court Approval of Chapter 11 Plan
PINNACLE AIRLINES: Heads to Delta With Ch. 11 Plan Approval
PINNACLE FOODS: Debt Reallocation No Impact on Moody's Ratings
PREMIERWEST BANCORP: Common Stock Delisted From NASDAQ

PROMMIS HOLDINGS: $1MM Executive Bonus Plan Approved
QBEX ELECTRONICS: Can Hire Rada Gonzalez & CJEL as Special Counsel
RADIAN GROUP: Conference Call on Q1 Results Scheduled for May 1
REMARK MEDIA: Cherry Bekaert LLP Raises Going Concern Doubt
RENEGADE HOLDINGS: Has Potential Buyer, CFO Says

RESIDENTIAL CAPITAL: Court OKs $7.8-Mil. Employee Bonuses
RESIDENTIAL CAPITAL: Seeks to Continue Use of AFI Cash Collateral
RESIDENTIAL CAPITAL: Panel Wants to Pursue Claims Against AFI
REVEL AC: Wins Final Approval of $250 DIP Financing
REVEL AC: Lays Off 83 Casino Workers

RITE AID: Reports $123.1 Million Net Income in First Quarter
ROBERTS LAND: Can Hire Smith Hulsey & Busey as Special Counsel
ROBERTS LAND: Judge Michael G. Williamson Appointed as Mediator
ROSETTA RESOURCES: S&P Assigns B+ Rating to $700MM Unsecured Notes
ROTECH HEALTHCARE: Hiring Approvals Sought

ROTHSTEIN ROSENFELDT: Investors' Suits Likely to Be Stayed
ROTHSTEIN ROSENFELDT: Ex-Sen. D'Amato Denied $1MM Claim
SANTEON GROUP: To Issue 185,318 Shares Under Incentive Plan
SCOOTER STORE: Gets Nod on $10MM DIP Over Trustee's Protest
SEARCHTECH MEDICAL: Officer Wins Favorable Judgment in Husain Suit

SNO MOUNTAIN: Resold at Higher Price to an Operator
SOUTH LAKES: Wants to Sell 550 & Buy 525 Calves & Hire Pietersma
SPENDSMART PAYMENTS: Amends Report on BDO LLP Termination
SPIRIT REALTY: Moody's Withdraws 'Caa1' Corporate Family Rating
SPRINGLEAF FINANCE: Sells $782.5 Million of Mortgage Loan

STARFISH CAPITAL: Voluntary Chapter 11 Case Summary
SUNTECH POWER: Gets Non-Compliance Notice From NYSE
SUPERMEDIA INC: Oracle, et al., File Limited Objections to Plan
SUPERMEDIA INC: Gets Court's OK to Hire Bankruptcy Professionals
TALLGRASS ENERGY: S&P Affirms 'B+' Corporate Credit Rating

TANDY BRANDS: Obtains Fixed-Charged Coverage Covenant Waiver
TARRAGON CORP: Insurers Not Liable to 1200 Grand Street Condo
TEKNI-PLEX INC: Moody's Raises CFR to B3 & Rates $100MM Loan B3
TEKNI-PLEX INC: S&P Raises CCR to 'B' & Rates $100MM Loan 'B'
THERAPEUTICSMD INC: Wellington Owns 13.9% Stake at March 31

TRANSAKT LTD: KCCW Accountancy Raises Going Concern Doubt
TRENDSET INC.: Involuntary Chapter 11 Case Summary
TRINITY COAL: CRO David Stetson Has $300,000 Annual Pay
TRINITY COAL: Hires Epiq Bankruptcy Solutions as Claims Agent
TUCSON ELECTRIC: S&P Revises Outlook to Positive, Affirms BB+ CCR

AMERICAN MEDIA: Two Directors Appointed to Board Committees
UNI-PIXEL INC: Wellington Holds 13.8% Equity Stake at March 31
UNITEK GLOBAL: S&P Lowers Corporate Credit Rating to 'CCC'
US POSTAL: Urges Congress to Address Broken Business Model
USA BROADMOOR: Case Summary & 20 Largest Unsecured Creditors

UTSTARCOM HOLDINGS: Regains NASDAQ Listing Compliance
UTSTARCOM INC: Taps Kirkland & Ellis as Legal Counsel
VELTI PLC: Baker Tilly Raises Going Concern Doubt
VIGGLE INC: Cuts CEO's Salary to $500,000
VINTAGE ASSOCIATES: Case Summary & 15 Largest Unsecured Creditors

W.R. GRACE: Acquires Waterproof Coatings Manufacturer
WESTMORELAND COAL: Investor Presentation for April 2013
WIDE WEST: Voluntary Chapter 11 Case Summary
XCELL ENERGY: Files Schedules of Assets and Liabilities
XCELL ENERGY: Hearing on Alpha's Dismissal Motion Set for April 23

XCELL ENERGY: Has Court's Nod to Hire DelCotto Law as Attorney
XCELL ENERGY: Jones Walters OK'd as Counsel for Regulatory Matters

* Fitch Says Life Insurance Industry Restructuring Accelerating
* Moody's Notes Low Rate of US Corporate Family Defaults in 1Q
* Moody's Says Homebuilding Sector Has Weaker Protections

* Bank of America Must Face Mortgage Disclosures Lawsuit
* BofA Hit with New Mortgage Settlement
* Judge Approves SAC Settlement in Insider Trading Case

* Canyon Lake, Calif., Tells CalPERS It Will Quit the Pension Fund
* PBGC Takes Over Saint-Gobain Containers' Pension Plans Amid Sale
* SEC Charges Investment Adviser With Defrauding CalPERS, Others
* Wells Fargo Asks Judge to Dismiss U.S. Mortgage Loans Suit

* CVC Capital to Launch 4th Asian Fund
* Great American Group Names Phillip Ahn as COO & CFO
* Bankruptcy Exclusion Bars $103M Hotel Claim, Chartis Says

* BOOK REVIEW: The Luckiest Guy in the World

                            *********

1800 BRAND: Case Summary & 6 Unsecured Creditors
------------------------------------------------
Debtor: 1800 Brand Associates, LTD. a California Limited
        Partnership
        1800 South Brand Boulevard, Suite 303
        Glendale, CA 91204

Bankruptcy Case No.: 13-19833

Chapter 11 Petition Date: April 15, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: Robert D. Bass, Esq.
                  GREENBERG & BASS, LLP
                  16000 Ventura Boulevard, Suite 1000
                  Encino, CA 91436
                  Tel: (818) 382-6200
                  Fax: (818) 986-6534
                  E-mail: rbass@greenbass.com

Estimated Assets: $0 to $50,000

Estimated Debts: $10,000,001 to $50,000,000

A copy of the Company's list of its six largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-19833.pdf

The petition was signed by Manuel Meza, president of Creative
Environments of Hollywood, general partner.

Affiliates that filed separate Chapter 11 petitions:

        Entity                           Case No.    Petition Date
        ------                           --------    -------------
1019 South Central Associates, LTD, LP   11-17360         05/12/11
Lacy Street Ventura LTD, LP              12-19804         03/20/12
Spring Naud Associates, Ltd., LP         13-30898         06/15/12
White Knoll                              12-14737         02/09/12


207 REDWOOD: Court Confirms Plan Sponsors' Modified Joint Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland early this
month entered an order confirming RL BB Financial LLC and 207
Redwood LLC's Modified Joint Plan of Reorganization filed
March 15, 2013.

The Plan was accepted by two (2) impaired classes which are not
insiders, Class 2 (RL BB) and 4 (Koam).  Thus, at least one
impaired class of claims has voted to accept the Plan, determined
without including any acceptance by any insider as required by
Section 1129(a)(10), the Court said in the Order.

As reported in the TCR on March 28, 2013, the U.S. Bankruptcy
Court for the District of Maryland, on March 28, 2013, approved
the adequacy of the amended disclosure statement filed by Secured
Creditor RL BB Financial, LLC, and Debtor 207 Redwood, LLC, in
support of the Plan Sponsors' Plan dated Nov. 13, 2012.

RL BB will acquire all assets of the Debtor and will make all
distributions under the Plan.  All property of the Debtor's estate
not otherwise specifically treated under the Plan will become
property of RL BB (or its designee).  Payments made under the Plan
will be made by RL BB.

Under the Plan, the Holders of Interests in the Debtor will not
receive or retain anything on account of their Interests, and
their Interests will be canceled and extinguished as of the
Effective Date.  The Holder of the Allowed Secured Claim will
receive payment equal to 100% of its Allowed Secured Claim on the
Effective Date.  All Classes, except Class 1 (FNA Maryland and
Baltimore City), are impaired under the Plan.

                        About 207 Redwood

Columbia, Maryland-based 207 Redwood LLC was created to own,
rehabilitate and develop a 10-story historic building located at
207 East Redwood Street in downtown Baltimore, Maryland, into a
hotel.  The Debtor filed for Chapter 11 protection (Bankr. D. Md.
Case No. 10-27968) on Aug. 6, 2010.  James A. Vidmar, Jr., Esq.,
and Lisa Yonka Stevens, Esq., at Logan, Yumkas, Vidmar & Sweeney,
LLC, in Annapolis, Md., assist the Debtor in its restructuring
effort.  In its amended schedules, the Debtor disclosed
$14.5 million in assets and $24.1 million in liabilities as of the
Petition Date.


231 FOURTH AVENUE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: 231 Fourth Avenue Lyceum, LLC
        227 4th Avenue
        Brooklyn, NY 11215

Bankruptcy Case No.: 13-42125

Chapter 11 Petition Date: April 11, 2013

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: David M. Blum, Esq.
                  286 Madison Avenue, Suite 2200
                  New York, NY 10017
                  Tel: (212) 947-9416

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Eric Richmond, president.


24 HOUR FITNESS: New Debt Re-Pricing No Impact on Moody's B3 CFR
----------------------------------------------------------------
Moody's reports that 24 Hour Fitness' proposed re-pricing of the
first lien senior secured term loan is credit positive, but does
not impact the company's B3 corporate family rating, Ba3 senior
secured rating or the stable ratings outlook.

24 Hour Fitness Worldwide, Inc. owns and operates fitness centers
with about 410 clubs in 18 states. Annual revenues are nearly $1.3
billion.


A123 SYSTEMS: Fisker Accord Okayed; Plan Hearing Moved to May 20
----------------------------------------------------------------
Michael Bathon, writing for Bloomberg News, reports that A123
Systems Inc., now known as B456 Systems Inc. following the sale of
its assets, sought and obtained Court approval of a settlement
agreement with Fisker Automotive Inc.  Under the deal, Fisker's
$48.7 million breach-of-warranty claim will be reduced to a $15
million unsecured claim, and its $91.2 million claim for damages
from the rejection of its supply agreement will be disallowed.
Fisker in exchange agreed to support A123's liquidation plan.

Bloomberg also reports that A123 has pushed back its plan-approval
hearing to May 20 because it's determining "how best to monetize"
its remaining assets, if possible, which may result in changes to
the plan, company attorney Caroline Reckler told Judge Carey at
the hearing.

In March 2013, the Court approved the disclosure statement
explaining A123's liquidation plan.

According to the Bloomberg report, U.S. Bankruptcy Judge Kevin
Carey approved the settlement at a hearing April 17 in Wilmington,
Delaware, after no objections were filed.  The report relates the
settlement with B456's unsecured creditors' committee will
substantially cut Fisker's $140 million in purported claims
stemming from a rejection of its supply agreement and alleged
breach of warranty obligations, according to court documents.

"This reduction will have a substantial positive effect on the
value of other unsecured claims," the committee said in a court
filing when the settlement was reached, the report relates.

                       About A123 Systems

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

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

Prior to the bankruptcy filing, A123 had an agreement to sell an
80% stake in the business to Chinese auto-parts maker Wanxiang
Group Corp.  U.S. lawmakers opposed the deal over concerns on the
transfer of American taxpayer dollars and technology to China.
When it filed for bankruptcy, the Debtors presented a deal to sell
all assets to Johnson Controls Inc., subject to higher and better
offers.  At the auction in December 2012, most of the assets ended
up being sold for $256.6 million to Wanxiang.  The deal received
approval from the Committee on Foreign Investment in the U.S. on
Jan. 29, 2013.

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

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


ACCESS MIDSTREAM: S&P Retains 'BB-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it revised U.S. midstream
energy master limited partnership Access Midstream Partners L.P.'s
unsecured recovery rating to '3' from '4', indicating S&P's
expectation for meaningful (50% to 70%) recovery if a payment
default occurs.  The senior unsecured rating of 'BB-' remains
unchanged.  The revision follows S&P's updated recovery analysis
on the partnership as part of its ongoing surveillance and after
analyzing Access' reported 2012 results.

RATINGS LIST

Access Midstream Partners L.P.
Corporate credit Rating           BB-/Stable/--

Recovery Rating Revised
                                  To      From
Access Midstream Partners L.P.
ACMP Finance Corp
Sr Unsecured notes                BB-
Recovery Rating                   3       4


ADAM VICTOR: DLA Piper Settles Suit Over 'Churn That Bill' E-mails
------------------------------------------------------------------
Kurt Orzeck of BankruptcyLaw360 reported that DLA Piper on Tuesday
settled a highly publicized, $22.5 million fee dispute with the
owner of a bankrupt energy company that involved a series of
internal emails in which the firm's lawyers discussed "churning"
billable hours onto the client's bill.

According to the report, the emails between a handful of DLA Piper
attorneys discussing client Adam Victor's bankruptcy case arose
over the course of the litigation the law firm had originally
filed against Victor in February 2012, claiming he hadn't paid his
legal bills.  Victor then launched a countersuit alleging inflated
billing.

According to legal experts, the series of damning emails between
DLA Piper lawyers about "churning" billable hours onto a client's
bill may act as a wake-up call to legal leaders that bill padding
remains a serious ethical danger point.

The back-and-forth emails between a handful of DLA Piper attorneys
discussing Mr. Victor's bankruptcy case includes what Victor's
current counsel calls the firm's rallying cry for artificially
inflating legal costs: "Churn that bill, baby!," the report
related.


ALMA ENERGY: Sanctions v. Defendants Over Failed Mediation Upheld
-----------------------------------------------------------------
District Judge Amul R. Thapar in Pikeville, Ky., affirmed the
sanctions imposed by the bankruptcy court against the defendants
in the lawsuit, Spradlin v. Pikeville Energy Group, LLC (In re
Alma Energy, LLC), No. 7:09-ap-07005-jl (Bankr. E.D. Ky. Sep. 21,
2012).  The Bankruptcy Court imposed sanctions on the defendants
in the aftermath of a failed mediation conference, finding that
the defendants did not prepare for the conference or participate
in good faith.

Gary J. Richard, et al., took an appeal to the District Court.
According to Judge Thapar, the Bankruptcy Court's decision to
sanction the defendants was based on direct evidence in the record
and reasonable inferences it drew from the facts in the record.
The defendants have not established that those findings were
clearly erroneous, so the sanctions order was within the
Bankruptcy Court's discretion.

Richard et al. also took an appeal from the Bankruptcy Court order
denying the defendants' untimely motion requesting leave to file
the requisite materials for their cross appeal. Judge Thapar
reversed, granting the defendants' motion for leave to amend their
original appeal brief.

The appeal is the second of three stemming from a long and
litigious adversary proceeding in Bankruptcy Court.  The parties
are former business partners of defunct coal company, Alma Energy
LLC.  Alma was formed in 2005 and soon established mining
operations in three Kentucky coal mines.  Early in 2006, Alma
began looking for investors to provide capital to help expand
their operations.

The plaintiffs, a group of investors led by Warren Halle, provided
that capital.  They struck a deal in which Alma transferred all
its mineral-lease rights to the plaintiffs in exchange for: cash,
the exclusive right to mine and sell coal from the existing three
mines, and similar rights to any other mines acquired by the
plaintiffs over the next 20 years.  Alma struggled to turn a
profit and soon filed for bankruptcy under Chapter 11.

As part of its effort to dig itself out of debt, Alma looked for a
partner who could take over the operations at the three mines.
Alma came across the defendants, a mining company and a coal
distributor, during that search.  The defendants agreed to mine
and sell the coal from Alma's mines (since Alma could no longer
afford to finance those operations) and split the profits.

Like Alma's agreement with the plaintiffs, the deal with the
defendants also failed to turn a profit.  The plaintiffs blame
that failure on the defendants.  The plaintiffs claim that the
defendants bilked them out of millions by withholding profits from
the defendants' sales of Alma's coal.

The Bankruptcy Court attempted to resolve the case amicably by
having the parties engage in mediation, but the six-month process
proved fruitless.  The Bankruptcy Court eventually dismissed the
complaint for lack of subject-matter jurisdiction because various
amendments to the complaint during the course of the proceeding
had divested the Bankruptcy Court of jurisdiction.

The case before the District Court is, GARY J. RICHARD, et al.,
Appellants, v. PHAEDRA SPRADLIN, et al., as Trustee of Alma
Energy, LLC, et al., Appellees, Civil No. 12-127-ART (E.D. Ky.).
A copy of the District Court's April 12, 2013 Memorandum Opinion
and Order is available at http://is.gd/IVb43Cfrom Leagle.com.

                         About Alma Energy

Alma Energy, LLC, owned rights to mine coal on two tracts of land
located in Pike County, Ky.  Out of cash, the Debtor suspended its
mining operation and sought chapter 11 protection (Bankr. E.D. Ky.
Case No. 07-70370) on August 13, 2007.  The mining operation was
restarted in 2008 with funding by Pikeville Energy Group, LLC, but
halted again during the chapter 11 proceeding.  On April 17, 2009,
the United States Trustee moved to dismiss the case or convert it
to a Chapter 7 liquidation proceeding.  On May 20, 2009, the
bankruptcy court entered an order converting the Debtor's case to
one under Chapter 7, and the U.S. Trustee appointed Phaedra
Spradlin as the Chapter 7 trustee.


ALTERNET SYSTEMS: StarkSchenkein LLP Raises Going Concern Doubt
---------------------------------------------------------------
Alternet Systems, Inc., filed on April 15, 2013, its annual report
on Form 10-K for the year ended Dec. 31, 2012.

StarkSchenkein, LLP, in Denver, Colorado, expressed substantial
doubt about Alternet Systems, Inc.'s ability to continue as a
going concern, citing the Company's recurring losses from
operations and net capital deficiency.

The Company reported a net loss of $4.7 million on $1.2 million of
revenue in 2012, compared with a net loss of $3.1 million on
$1.2 million of revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $3.3 million
in total assets, $4.7 million in total liabilities, and a
stockholders' deficit of $1.4 million.

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

Miami, Florida-based Alternet Systems, Inc., has, since late 2009,
focused its investment and operational expertise on the mobile
value added services markets of mobile financial transactions and
security.


AMERICAN AIRLINES: Summary of Merger-Based Chapter 11 Plan
----------------------------------------------------------
AMR Corp., the parent of American Airlines Inc., filed a
Chapter 11 plan of reorganization and accompanying disclosure
statement as part of its bid to exit bankruptcy protection.  The
Plan, filed on April 15, is based on its $11 billion merger with
US Airways Group Inc.  The Plan was filed after Judge Sean Lane of
the U.S. Bankruptcy Court for the Southern District of New York
formally approved the merger on April 11.

The Plan sets out how much creditors will recover on their
claims.  Under the plan, unsecured creditors of AMR, Americas
Ground Services Inc., PMA Investment Subsidiary Inc. and SC
Investment Inc. will recover their claims in full.  Unsecured
creditors of AMR's subsidiaries, including American Airlines and
American Eagle Airlines Inc., will also get 100% recovery on
their claims.

Meanwhile, shares of common stock of the new company will be
distributed to workers, including pilots and flight attendants,
at American Airlines, according to the disclosure statement.

The Plan also incorporates and reflects a compromise and
settlement of issues relating to (i) the validity, enforceability,
and priority of certain Intercompany Claims held by and among AMR,
American, and Eagle, (ii) the validity and enforceability of
guarantee Claims held by certain creditors, (iii) Claims that
creditors have with respect to the marshaling of assets and
liabilities of AMR, American, or Eagle Holding, and (iv) potential
Avoidance Actions based on prepetition transfers made, and
obligations incurred, between certain Debtors.

An initial board of directors of the new company will be formed.
The board will be composed of 12 members including AMR Chief
Executive Officer Thomas Horton and US Airways CEO Douglas
Parker.  The names of the other directors will be announced at or
prior to the August 15 hearing on the approval of the plan,
according to the disclosure statement.

According to the outline, the plan will be implemented and become
effective in conjunction with the consummation of the merger.

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

Mr. Parker will run the combined company as CEO while Mr. Horton
will serve as chairman through the first annual meeting of
shareholders.

The merged company is expected to generate more than $1 billion
in annual saving by 2015.  It would have revenue of about $39
billion, based on 2012 figures, ahead of United Continental,
which had revenue of about $37 billion.

The combined company would operate under the American Airlines
name.  AMR would be named American Airlines Group Inc.
immediately after the merger takes effect.

"After evaluating the potential strategic alternatives, it
appeared that a business combination with US Airways was the only
viable option for American to consider," the company said in
court filings.

                       Treatment of Claims

The Plan is premised on the limited and separate substantive
consolidation of (i) the AMR Debtors with one another, (ii) the
American Debtors with one another, and (iii) the Eagle Debtors
with one another. The AMR Debtors will not be consolidated with
either the American Debtors or the Eagle Debtors.

Administrative Expenses, estimated to total $290.4 million, will
be paid in full as the liabilities arise in the ordinary course
of business.

Claims against AMR Debtors will be treated according to the
following:

Class        Description              Treatment
-----        -----------              ---------
Class 1      AMR Secured     Unimpaired.  Each holder of an
              Claims          Allowed Secured Claim against
                              any of the AMR Debtors will receive
                              either (i) Cash in an amount equal
                              to 100% of the unpaid amount of the
                              Allowed Secured Claim, (ii) the
                              proceeds of the sale or disposition
                              of the Collateral securing the
                              Allowed Secured Claim, net of the
                              costs of disposition of the
                              Collateral, (iii) the Collateral
                              securing the Allowed Secured Claim,
                              (iv) the treatment that leaves
                              unaltered the legal, equitable, and
                              contractual rights to which the
                              holder of the Allowed Secured Claim
                              is entitled, or (v) other
                              distribution as necessary to
                              satisfy the requirements of
                              Section 1124 of the Bankruptcy
                              Code.

                              Est. Amount: $0
                              Recovery: 100%

  Class 2     AMR Priority    Unimpaired.  Each holder of an
              Non-Tax Claims  Allowed Claim in AMR Class 2 that
                              has not already been paid will
                              receive an amount in Cash equal to
                              the Allowed amount of the Claim.

                              Est. Amount: $0
                              Recovery: Full Recovery

  Class 3     AMR General     Impaired. Each holder of an Allowed
              Unsecured       AMR General Unsecured Guaranteed
              Guaranteed      Claim will receive on the Initial
              Claims          Distribution Date a number of
                              shares of New Mandatorily
                              Convertible Preferred Stock equal
                              to the quotient of the Claim's pro
                              rata share of the Double-Dip Full
                              Recovery Amount divided by the per
                              share Initial Stated Value.  Each
                              holder of an Allowed AMR General
                              Unsecured Guaranteed Claim will
                              receive a distribution under the
                              Plan only on account of its Allowed
                              AMR General Unsecured Guaranteed
                              Claim will not receive any
                              distribution thereunder on account
                              of that holder's Claim against
                              American for American's guaranty of
                              the AMR General Unsecured
                              Guaranteed Claim.

                              Est. Amount: $967,129,000
                              Recovery: Full Recovery

  Class 4     AMR Other       Impaired. Each holder of an Allowed
              General         AMR Other General Unsecured Claim
              Unsecured       as of the Effective Date will
              Claims          receive:

                              (i) on the Initial Distribution
                                  Date, its Initial Pro Rata
                                  Share of (A) a number of shares
                                  of New Mandatorily Convertible
                                  Preferred Stock equal to the
                                  quotient of (x) the Total
                                  Initial Stated Value, less the
                                  Double-Dip Full Recovery
                                  Amount, divided by (y) the per
                                  share Initial Stated Value; and

                             (ii) after the Final Mandatory
                                  Conversion Date, its Initial
                                  Pro Rata Share of a number of
                                  shares of New Common Stock
                                  equal to (I) the Creditor New
                                  Common Stock Allocation, less
                                  (II) the number of shares of
                                  New Common Stock issued upon
                                  conversion of all of the shares
                                  of New Mandatorily Convertible
                                  Preferred Stock, less (III) the
                                  Labor Common Stock Allocation.

                                  Est. Amount: $700,000
                                  Recovery: Full Recovery

  Class 5     AMR Equity          Impaired. Each holder of an
              Interests           Allowed AMR Equity Interest
                                  will receive its pro rata share
                                  (i) on the Effective Date of
                                  the Initial Old Equity
                                  Allocation and (ii) on each
                                  Mandatory Conversion Date, of
                                  the Market-Based Old Equity
                                  Allocation.

                                  Recovery: $1,416,240,000

  Class 6     AMR Other Equity    Unimpaired.  Subject to the
              Interests           Roll-Up Transactions, the AMR
                                  Other Equity Interests will not
                                  be cancelled, but will be
                                  reinstated for the benefit of
                                  the respective Reorganized
                                  Debtor that is the holder
                                  thereof.

                                  Recovery: N/A

Claims against American Debtors will be treated according to the
following:

Class        Description              Treatment
-----        -----------              ---------
Class 1      American        Unimpaired.  Each holder of an
              Secured         Allowed Secured Aircraft Claim
              Aircraft        against any of the American Debtors
              Claims          will receive (i) Cash in an amount
                              equal to 100% of the unpaid amount
                              of the Allowed Secured Aircraft
                              Claim, (ii) the proceeds of the
                              sale or disposition of the
                              Collateral securing the Allowed
                              Secured Aircraft Claim, net of the
                              costs of disposition of the
                              Collateral, (iii) the Collateral
                              securing the Allowed Secured
                              Aircraft Claim, (iv) the treatment
                              that leaves unaltered the legal,
                              equitable, and contractual rights
                              to which the holder of the Allowed
                              Secured Aircraft Claim is entitled,
                              or (v) other distribution as is
                              necessary to satisfy the
                              requirements of Section 1124.

                              Est. Amount: $6,775,557,000
                              Recovery: Full Recovery

  Class 2     American Other  Unimpaired.  Each holder of an
              Secured Claims  Allowed Other Secured Claim against
                              any of the American Debtors will
                              either (i) Cash in an amount equal
                              to 100% of the unpaid amount of
                              such Allowed Other Secured Claim,
                              (ii) the proceeds of the sale or
                              disposition of the Collateral
                              securing such Allowed Other Secured
                              Claim, net of the costs of
                              disposition of such Collateral,
                              (iii) the Collateral securing such
                              Allowed Other Secured Claim, (iv)
                              such treatment that leaves
                              unaltered the legal, equitable, and
                              contractual rights to which the
                              holder of such Allowed Other
                              Secured Claim is entitled, or (v)
                              such other distribution as is
                              necessary to satisfy the
                              requirements of Section 1124.

                              Est. Amount: $3,470,852,000
                              Recovery: Full Recovery

  Class 3     American        Unimpaired.  Each holder of an
              Priority Non-   Allowed Claim in American Class 3
              Tax Claims      that has not already been paid will
                              receive, in full satisfaction of
                              the Claim, an amount in Cash equal
                              to the Allowed amount of such Claim
                              on, or as soon as reasonably
                              practicable after, the later of (i)
                              the Effective Date, (ii) the date
                              the Priority Non-Tax Claim becomes
                              Allowed, and (iii) the date for
                              payment provided by any agreement
                              between the applicable American
                              Debtor(s) and the holder of such
                              Priority Non-Tax Claim, except to
                              the extent that New AAG and the
                              holder of such Claim agrees to a
                              different treatment.

                              Est. Amount: $356,700,000
                              Recovery: Full Recovery


  Class 4     American        Impaired.  Each holder of an
              General         Allowed American General Unsecured
              Unsecured       Guaranteed Claim will receive on
              Guaranteed      the Initial Distribution Date a
              Claims          number of shares of New Mandatorily
                              Convertible Preferred Stock equal
                              to the quotient of such Claim's pro
                              rata share of the Double-Dip Full
                              Recovery Amount divided by the per
                              share Initial Stated Value.  Each
                              holder of an Allowed American
                              General Unsecured Guaranteed Claim
                              will receive a distribution under
                              the Plan only on account of its
                              Allowed American General Unsecured
                              Guaranteed Claim as set forth in
                              the Plan and will not receive any
                              distribution on account of such
                              holder's Claim against AMR for
                              AMR's guaranty of such American
                              General Unsecured Guaranteed Claim.

                              Est. Amount: $1,970,383,000
                              Recovery: Full Recovery

  Class 5     American        Impaired.  Each holder of an
              Other General   Allowed American General Unsecured
              Unsecured       Claim as of the Effective Date
              Claims          will receive:

                              (i) on the Initial Distribution
                                  Date, its Initial Pro Rata
                                  Share of (A) a number of shares
                                  of New Mandatorily Convertible
                                  Preferred Stock equal to the
                                  quotient of (x) the Total
                                  Initial Stated Value, less the
                                  Double-Dip Full Recovery
                                  Amount, divided by (y) the per
                                  share Initial Stated Value; and

                             (ii) after the Final Mandatory
                                  Conversion Date, its Initial
                                  Pro Rata Share of a number of
                                  shares of New Common Stock
                                  equal to (I) the Creditor New
                                  Common Stock Allocation, less
                                  (II) the number of shares of
                                  New Common Stock issued upon
                                  conversion of all of the shares
                                  of New Mandatorily Convertible
                                  Preferred Stock, less (III) the
                                  Labor Common Stock Allocation.

                                  Est. Amount: $2,598,946,000
                                  Recovery: Full Recovery

  Class 6     American            Est. Amount: $1,719,760,000.
              Union Claims        Impaired.

                                  * The Allied Pilots Association
                                    will receive shares of New
                                    Common Stock constituting
                                    13.5% of the Creditor New
                                    Common Stock Allocation.

                                  * The Association of
                                    Professional Flight
                                    Attendants will receive
                                    shares of New Common Stock
                                    constituting 3% of the
                                    Creditor New Common Stock
                                    Allocation.

                                  * The Transport Workers Union
                                    of America, AFL-CIO, will
                                    receive shares of New Common
                                    Stock constituting 4.8% of
                                    the Creditor New Common Stock
                                    Allocation.

  Class 7    American         Impaired.  Each holder of an
             Convenience      Allowed Convenience Class Claim
             Class Claims     against any of the American Debtors
                              will receive on, or as soon as
                              reasonably practicable after, the
                              later of (i) the Initial
                              Distribution Date and (ii) the
                              Distribution Date that is at least
                              20 calendar days after the
                              Convenience Class Claim becomes an
                              Allowed Convenience Class Claim,
                              Cash in the amount of 100% of the
                              amount of its Allowed American
                              Convenience Class Claim as of the
                              Petition Date.  However, if the
                              aggregate amount of Allowed
                              American Convenience Claims in
                              American Class 7 and Allowed Eagle
                              Convenience Class Claims in Eagle
                              Class 4 exceed $25 million, the
                              percentage Cash distribution to
                              each holder of an Allowed American
                              Convenience Class Claim will be
                              reduced so that the aggregate
                              amount of Cash distributable with
                              respect to all Allowed American
                              Convenience Class Claims and
                              Allowed Eagle Convenience Class
                              Claims does not exceed $25 million.

                              Est. Amount: $7,500,000
                              Recovery: 100%

  Class 8     American        Unimpaired.  Subject to the Roll-Up
              Equity          Transactions, the American Equity
              Interests       Interests will not be cancelled,
                              but will be reinstated for the
                              benefit of the respective
                              Reorganized Debtor that is the
                              holder thereof.

Claims against Eagle Debtors will be treated according to the
following:

Class        Description              Treatment
-----        -----------              ---------
Class 1      Eagle Secured   Unimpaired.  Each holder of an
              Claims          Allowed Secured Claim against
                              any of the Eagle Debtors will
                              receive either (i) Cash in an
                              amount equal to 100% of the unpaid
                              amount of the Allowed Secured
                              Claim, (ii) the proceeds of the
                              sale of the Collateral securing the
                              Allowed Secured Claim, net of the
                              costs of disposition of the
                              Collateral, (iii) the Collateral
                              securing the Allowed Secured Claim,
                              (iv) the treatment that leaves
                              unaltered the legal, equitable, and
                              contractual rights to which the
                              holder of the Allowed Secured Claim
                              is entitled, or (v) other
                              distribution as necessary to
                              satisfy the requirements of
                              Section 1124 of the Bankruptcy
                              Code.

                              Est. Amount: $0
                              Recovery: 100%

  Class 2     Eagle Priority  Unimpaired.  Each holder of an
              Non-Tax Claims  Allowed Claim in Eagle Class 2 that
                              has not already been paid will
                              receive an amount in Cash equal to
                              the Allowed amount of the Claim.

                              Est. Amount: $0
                              Recovery: Full Recovery

  Class 3     Eagle General   Impaired.  Each holder of an
              Unsecured       Allowed Eagle General Unsecured
              Guaranteed      Guaranteed Claim will receive on
              Claims          the Initial Distribution Date a
                              number of shares of New Mandatorily
                              Convertible Preferred Stock equal
                              to the quotient of such Claim's pro
                              rata share of the Double-Dip Full
                              Recovery Amount divided by the per
                              share Initial Stated Value.  Each
                              holder of an Allowed Eagle
                              General Unsecured Guaranteed Claim
                              will receive a distribution under
                              the Plan only on account of its
                              Allowed Eagle General Unsecured
                              Guaranteed Claim as set forth in
                              the Plan and will not receive any
                              distribution on account of such
                              holder's Claim against AMR for
                              AMR's guaranty of such Eagle
                              General Unsecured Guaranteed Claim.

                              Est. Amount: $20,200,000
                              Recovery: Full Recovery

  Class 4    Eagle            Impaired.  Each holder of an
             Convenience      Allowed Convenience Class Claim
             Class Claims     against any of the Eagle Debtors
                              will receive on, or as soon as
                              reasonably practicable after, the
                              later of (i) the Initial
                              Distribution Date and (ii) the
                              Distribution Date that is at least
                              20 calendar days after the
                              Convenience Class Claim becomes an
                              Allowed Convenience Class Claim,
                              Cash in the amount of 100% of the
                              amount of its Allowed Eagle
                              Convenience Class Claim as of the
                              Petition Date.  However, if the
                              aggregate amount of Allowed
                              Eagle Convenience Claims in
                              American Class 7 and Allowed Eagle
                              Convenience Class Claims in Eagle
                              Class 4 exceed $25 million, the
                              percentage Cash distribution to
                              each holder of an Allowed American
                              Convenience Class Claim will be
                              reduced so that the aggregate
                              amount of Cash distributable with
                              respect to all Allowed American
                              Convenience Class Claims and
                              Allowed Eagle Convenience Class
                              Claims does not exceed $25 million.

                              Est. Amount: $2,500,000
                              Recovery: 100%

  Class 5     Eagle Equity    Unimpaired.  Subject to the Roll-Up
              Interests       Transactions, the Eagle Equity
                              Interests will not be cancelled,
                              but will be reinstated for the
                              benefit of the respective
                              Reorganized Debtor that is the
                              holder thereof.

Full-text copies of the Chapter 11 plan and the disclosure
statement are available for free at http://is.gd/EpY35W

           Debtors Seek Approval of Disclosure Statement

AMR also has filed a motion seeking Judge Lane's approval of the
disclosure statement.  Judge Lane must approve the disclosure
statement before the company can solicit votes from creditors.  A
majority must vote to accept the plan before the bankruptcy judge
can hold a hearing on the plan.

In the court filing, AMR defended the outline of the plan, saying
it contains sufficient information for creditors to decide on
whether to support the plan.

The company also laid out the details of the procedures governing
the solicitation of votes from creditors as well as the filing of
objections to approval of the plan.  The proposed procedures need
the bankruptcy judge's approval.

The proposed process sets a June 20 deadline for the solicitation
of votes, and a July 29 deadline for voting on the plan.  The
deadline for filing objections to confirmation of the plan is
August 1.

Judge Lane will hold a hearing on May 30 to consider approval of
the disclosure statement.  Objections are due by May 23.

                      About American Airlines

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

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

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

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

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: Sec. 1110(a) at Center of Make-Whole Issue
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that holders of $1.32 billion in aircraft bonds said that
the bankruptcy court turned a provision of bankruptcy law "upside-
down" when it denied bondholders make-whole premium even though
the parent of American Airlines intends to pay off the bonds
before maturity.  The bondholders filed their brief this week in
an accelerated appeal to the U.S. Court of Appeals in Manhattan.

The report recounts that U.S. Bankruptcy Judge Sean H. Lane ruled
in January that the bonds could be repaid without the make-whole.
Repaying the bonds prematurely is part of AMR's program to
refinance debt with a new issue of $1.5 billion in enhanced
equipment trust certificates to be sold at today's lower interest
rates.  The premium would have been required were AMR not in
bankruptcy.  It was designed to compensate lenders for loss of an
investment bearing interest higher than the current market.  Judge
Lane reasoned that intricacies in bankruptcy law render the make-
whole provision unenforceable in Chapter 11.

According to the report, in the brief this week, the bondholders
rely most heavily on Section 1110(a) of the U.S. Bankruptcy Code
under which AMR was allowed to keep the aircraft only after making
a promise to "perform all obligations" related to the bonds.  The
bondholders, represented by indenture trustee US Bank NA, say
Judge Lane used Section 1110 "offensively against" the noteholders
even though the provision was adopted by Congress to give
additional protections to holders of debt secured by aircraft.

Given the absence of other appellate decisions on the Section 1110
issue, the Court of Appeals agreed to allow an expedited appeal
directly from the bankruptcy court without an intermediate appeal
in federal district court.  AMR's brief is due next week, followed
by the bondholders' reply brief one week later.

The loans being paid early call for interest at rates between 8.6%
and 13%.  AMR said the new debt will bear interest comparable to
the 4% to 4.75% rates other major airlines recently negotiated.

The report notes that in disallowing the premium, Judge Lane
relied in part on a provision in the bond indenture saying that
the payment wouldn't come due in bankruptcy.  The bondholders
unsuccessfully countered by pointing to AMR's so-called 1110(a)
election where the airline promised to "perform all obligations"
under the loan documents.

                      About American Airlines

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

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

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

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

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: Covington, Yetter to Provide Add'l Services
--------------------------------------------------------------
AMR Corp. filed a supplemental application to expand the scope of
Covington & Burling LLP's services.  In the court filing, AMR
asked Judge Sean Lane to authorize the firm to represent the
company in connection with general intellectual property and
privacy matters, and settlement agreements related to intellectual
property and technology contracts.

AMR also asks Judge Sean Lane to allow Yetter Coleman LLP to
provide additional services.  In a supplemental application, AMR
asked the bankruptcy judge to authorize Yetter Coleman to
represent the company in connection with the analysis of past
economic losses and a potential confidential claim against a
certain third party related to an environmental matter.

Judge Lane will hold a hearing on April 23 to consider approval of
the supplemental applications.  Objections are due by April 16.

Separately, Yetter disclosed in court filings that the firm's
hourly rates were increased by about 4%.  Effective April 1,
2013, the firm will charge these hourly rates for services
provided to AMR:

     Professional        2012 Rates    2013 Rates
     ------------        ----------    ----------
     Partners             $435-$710     $435-$745
     Associates           $195-$300     $200-$315
     Paralegals           $100-$145     $120-$150

                        Sheppard Mullin

Meanwhile, Judge Sean Lane authorized Sheppard Mullin Richter &
Hampton LLP to represent AMR Corp. and its affiliated debtors in
connection with a potential organizing drive for their mechanics.
As reported in the June 6, 2012 edition of the TCR, the Debtors
previously obtained permission from Bankruptcy Court to employ
Sheppard Mullin as special counsel to:

  (i) assist and advise the Debtors in connection with the
      efforts of the Communications Workers of America to
      represent the Debtors' employees in the Passenger Service
      craft or class, and the efforts of the United
      Transportation Union to represent the Debtors' Crew Track
      Analysts/Schedulers;

(ii) represent the Debtors before the National Mediation Board
      in connection with the CWA's and the UTU's representation
      applications, including, among other things, preparing a
      list of eligible voters, preparing various position
      statements and responses, and appealing the eligibility
      determination of the board investigator; and

(iii) assist and advise American Eagle Airlines, Inc. on certain
      aspects of a collective bargaining agreement with Eagle's
      pilots.

                      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.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

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: WTC Appeal on Adequate Protection Denied
-----------------------------------------------------------
Judge Robert W. Sweet of the U.S. District Court for the Southern
District of New York wrote an opinion dated April 3, 2013, on a
collateral trustee and indenture trustee's request to condition a
bankrupt airlines' use of its aircraft upon the grant of adequate
protection.

Wilmington Trust Company, solely in its capacity as collateral
trustee, with respect to certain 7.5% Senior Secured Notes Due
2016 issued by American Airlines, Inc., and guaranteed by AMR
Corporation, and U.S. Bank National Association, solely in its
capacity as indenture trustee, with respect to the Senior Secured
Notes, have appealed from an Order entered March 12, 2012, by the
United States Bankruptcy Court for the Southern District of New
York denying their motion for adequate protection, or, in the
alternative, for relief from the automatic stay, in respect of
their interest in the collateral securing the Senior Secured
Notes.

In March 2011, American issued the $1.0 billion Senior Secured
Notes pursuant to an Indenture among American, AMR, and the
Trustees.  The Senior Secured Notes are secured by a validly-
granted and properly-perfected first priority security interest
in and lien on the "Collateral," which consists generally of:

   (a) all of American's current and future right, title and
       interest in specified Route Authorities, Slots and Gate
       Leaseholds;

   (b) all of can's right, title and interest in certain
       collateral proceeds accounts and all cash, checks, money
       orders and other items American paid, deposited, credited
       or holds rein; and

   (c) all of American's, title and interest in all proceeds of
       any kind with respect to the foregoing.

That Collateral enables American to provide international
"Scheduled Services" to London, Japan and China and is utilized
by American every day.

In connection with American's issuance of the Senior Secured
Notes, the accounting firm Morton & Agnew prepared an appraisal
of the Collateral dated as of February 16, 2011.  In that
appraisal, MBA opined that the Collateral had value of at least
$2.37 billion.  On November 28, 2011, MBA prepared an updated
appraisal of the Collateral at the request of American.  The
November Appraisal valued the Collateral as low as $1.53 billion.
The next day, on November 29, 2011, AMR and its related debtors
each commenced a voluntary case under Chapter 11 of the
Bankruptcy Code.

The Trustees filed their Motion, alleging that the value of their
interest in the Collateral was at risk of diminution "if American
fails to utilize the Collateral adequately or is not otherwise in
compliance with the applicable regulations" or if there was "a
downturn in the prospects of the airline industry -- or, indeed,
a downturn in general global macroeconomic conditions . . . ."
In support of this contention, the Trustees noted that the value
of the Collateral had declined in value by over $840 million --
or more than 35% of its total value -- in the nine months
preceding the Commencement Date.

In his April 4 Opinion, Judge Sweet dismissed the Appeal and
affirmed the Bankruptcy Court's decision holding that:

   (1) The Bankruptcy Court erred in its analysis of the
       Trustees' motion because it effectively placed the burden
       upon the Trustees to make a prima facie showing that there
       was no adequate protection when in fact the Trustees were
       merely required to establish the validity of their
       interest in the Collateral, while the Debtors had the
       burden of affirmatively demonstrating that the Trustees'
       interest in the Collateral was adequately protected
       without the conditions sought by the Trustees.  The
       Bankruptcy Court's error, however, was harmless, as the
       Debtors have established that the Trustees were adequately
       protected under existing conditions, and therefore there
       was no need to implement the conditions sought by the
       Trustees.

   (2) The Trustees also contend that the Bankruptcy Court erred
       in failing to hold an evidentiary hearing on the Motion.
       No such hearing was requested, nor was one necessary as
       there were no disputed issues of material fact that the
       Bankruptcy Court cannot decide based on the record.  The
       contentions of the Trustees did not establish a
       postpetition decline in the value of the Collateral, and
       only raised "inferences" of a threat of decline that were
       insufficiently cogent to establish the necessity of relief
       under Section 362(d) of the Bankruptcy Code.

   (3) The Bankruptcy Court did not violate Trustees' due process
       rights.  In this case, the Trustees were heard and made
       arguments in support of the Motion at the Hearing.  The
       Bankruptcy Court considered the Trustees' arguments, but
       ultimately rejected them.  This constitutes sufficient
       process to vindicate the Trustees' constitutional rights.
       In the instant case, a hearing was held which the Trustees
       were given a full and fair opportunity to be heard and to
       present evidence in support of their requests, so no due
       process violation occurred.

                      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.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

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 AMEX: Hearing to Approve Plan Disclosures on July 29
-------------------------------------------------------------
American Amex, Inc., has filed a Disclosure Statement in support
of its Plan of Reorganization filed Jan. 30, 2013.

According to the Disclosure Statement, payments and distributions
under the Plan will be funded by the sale of the Buffalo Mine.
Debtor plans to submit this sale for approval by the Bankruptcy
Court to the highest bidder, upon terms set forth in the Plan.

Under the Plan, the proposed treatment for the various claims
against and interests in the Debtor are as described below:

With respect to Allowed Secured Claims, the Debtor says if the
value of the collateral or setoffs securing the creditor's claim
is less than the amount of the creditor's allowed claim, the
deficiency will be classified as a general unsecured claim.
According to the Debtor, its only secured prepetition claims are
those of Sable Palm Development, Robert Hills, and Ray Weilage.
As an insider, the Debtor says Mr. Weilage's claim is subordinate
to those of Sable Palm and Hills.

Priority Claims, of which there are two potential claimants -- the
IRS and the Oregon Department of Revenue 00 will be paid within 4
years of confirmation in equal installments with interest.

As for general unsecured claims, the Debtor notes that its assets,
less the secured claim thereon, and based on the offers pending,
will allow a 100% payment to the holders of unsecured claims.

A status hearing and continued Disclosure Statement hearing will
be held on July 29, 2013, at 1:30 p.m.

A copy of the Disclosure Statement is available at:

    http://bankrupt.com/misc/americanamex.doc119.pdf

American Amex, Inc., filed for Chapter 11 protection petition
(Bankr. D. Ore. Case No. 12-30656) on Feb. 1, 2012.  The Law
Offices of D. Blair Clark PLLC has been tapped as counsel.
The Debtor disclosed $30 million in assets and $10.5 million in
liabilities as of the Chapter 11 filing.

According to the Debtor, it is the legal owner of a mine in Grant
County, Oregon, known historically as the "Buffalo Mine."


AMERICAN APPAREL: Comparable Sales for March 2013 Increased 8%
--------------------------------------------------------------
American Apparel, Inc., announced preliminary sales for the month
ended March 31, 2013, and reported that comparable sales increased
8%, including a 5% increase in comparable store sales for its
retail store channel and a 26% increase in net sales for its
online channel.  Wholesale net sales decreased 7% for the month of
March primarily due to one less shipping day in March 2013 than in
March 2012.  On a preliminary basis, total net sales for March
2013 were $50.3 million, an increase of 2% over the prior year
period.  For the quarter ended March 31, 2013, total net sales
increased 5% to $138.8 million, with an 8% increase in comparable
store sales and a 2% increase in wholesale net sales.

"March represents our 22nd consecutive month of positive
comparable store growth," said Dov Charney, chairman and chief
executive of American Apparel, Inc.  "I'm excited by our sales
results as well as our prospects for the second, third and fourth
quarters of this year.  Customer demand and our product assortment
are strong as we continue to enhance the customer experience in
our retail and online channels."

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

                       http://is.gd/p53REA

                      About American Apparel

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

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

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

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

                            *    *     *

American Apparel, Inc., carries a Caa1 Corporate Family Rating
from Moody's Investors Service and a 'B-' corporate credit rating
from Standard & Poor's Ratings Services.


AMERICAN DEFENSE: Terminates 2009 Securities Offering
-----------------------------------------------------
American Defense Systems, Inc., filed a post-effective amendment
relating to the registration statement on Form S-1 (File No. 333-
160849) filed by the Company on July 28, 2009, as amended by Post-
Effective Amendment No.1 filed on Aug. 6, 2009.

The Company has terminated the offering of its securities pursuant
to the Registration Statement.  In accordance with undertakings
made by the Company in the Registration Statement to remove from
registration, by means of post-effective amendment, any securities
that had been registered for issuance but remain unsold at the
termination of the offering, the Company removes from registration
any and all securities registered but unsold under the
Registration Statement as of April 9, 2013.

                      About American Defense

Hicksville, N.Y.-based American Defense Systems, Inc., is a
defense and security products company engaged in three business
areas: customized transparent and opaque armor solutions for
construction equipment and tactical and non-tactical transport
vehicles used by the military; architectural hardening and
perimeter defense, such as bullet and blast resistant transparent
armor, walls and doors.  The Company also operates the American
Institute for Defense and Tactical Studies.  The Company is in the
process of negotiating a sale or disposal of the portion of its
business related to the operation of a live-fire interactive
tactical training range location in Hicksville, N.Y.  The portion
of the Company's business related to vehicle anti-ram barriers
such as bollards, steel gates and steel wedges that deploy out of
the ground was sold as of March 22, 2011.

After auditing the 2011 financial statements, Marcum LLP, in
Melville, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company had a working capital deficiency
of $867,000, an accumulated deficit of $17.0 million,
shareholders' deficiency of $235,000 and cash on hand of $132,000.
The Company had operating losses of $3.30 million and
$3.69 million for the years ended Dec. 31, 2011 and 2010,
respectively.  The Company had income from continuing operations
for the year ended Dec. 31, 2011, of $6.83 million, including a
gain of $12.8 million on the redemption of mandatorily redeemable
preferred stock, and a loss from continuing operations for the
year ended Dec. 31, 2010, of $8.17 million.  The Company had net
income (losses) of $9.37 million and $(9.38 million) for the years
ended Dec. 31, 2011 and 2010, respectively.

The Company's balance sheet at Sept. 30, 2012, showed $1.76
million in total assets, $2.55 million in total liabilities, all
current, and a $796,413 total shareholders' deficiency.


ANTIOCH COMPANY: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Antioch Company, LLC
        6401 8th Avenue S
        St. Cloud, MN 56301

Bankruptcy Case No.: 13-41898

Affiliates that simultaneously filed for Chapter 11:

        Debtor                           Case No.
        ------                           --------
Antioch International, LLC               13-41899
Antioch International-Canada, Inc.       13-41900
Antioch International-New Zealand, LLC   13-41901
Creative Memories Puerto Rico, LLC       13-41902
Antioch Framers Supply, LLC              13-41903
zeBlooms, LLC                            13-41904

Chapter 11 Petition Date: April 16, 2013

Court: U.S. Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Dennis D. O'Brien

Debtors'
Counsel:          McDONALD HOPKINS LLC

Debtors'
Local Counsel:    Clinton E. Cutler, Esq.
                  FREDRIKSON & BYRON, P.A.
                  200 South Sixth Street, Suite 4000
                  Minneapolis, MN 55402
                  Tel: (612) 492-7070
                  E-mail: ccutler@fredlaw.com

                         - and ?

                  Douglas W. Kassebaum, Esq.
                  FREDRIKSON & BYRON, P.A.
                  200 South Sixth Street, Suite 4000
                  Minneapolis, MN 55402
                  Tel: (612) 492-7292
                  E-mail: dkassebaum@fredlaw.com

Lead Debtor's
Estimated Assets: $10,000,001 to $50,000,000

Lead Debtor's
Estimated Debts: $10,000,001 to $50,000,000

The petitions were signed by Chris Veit, CEO.

Antioch Company's s List of Its 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Oldham, Dawn                       Benefit Plan         $1,257,993
7537 Pointview Circle
Orlando, FL 32836

LF Centennial Pte. Ltd.            Trade Debt           $1,182,338
10 Raeburn Park
03-08 Block A.
Singapore, 088702, SG

Holmlund, Sharon H.                Benefit Plan         $1,161,817
1315 Cassins Street
Carlsbad, CA 92011

Johnson, Lynelle S.                Benefit Plan           $872,861
15545 Quickert Road
Saratoga, CA 95070

Hiestand, Carol                    Benefit Plan           $802,746
1099 Rose Avenue
Des Plains, IL 60016

Range Printing                     Trade Debt             $551,790
1022 Madison Street
Brainerd, MN 56401

Morgan, Victoria A.                Benefit Plan           $492,788
140 Glen Street
Yellow Springs, OH 45387

Keyton, Christy J.                 Benefit Plan           $455,949
1801 West Main Street, Suite 2
Dothan, AL 36301

Bellisario, Karis N.               Benefit Plan           $451,322
3409 Ramsgate Way
Fort Smith, AZ 72908

United Parcel Service              Trade Debt             $406,745
Lockbox 577
Carol Stream, IL 60132-0577

Wallace, Diane L.                  Benefit Plan           $403,312
1254 Canterbury Lane
Fullerton, CA 92831

3L Corporation                     Trade Debt             $350,218
111 Marquardt Drive
Wheeling, IL 60090

Chittick, Annita Katy              Benefit Plan           $313,880
12141 Argyle Drive
Los Alamitos, CA 90720

Keating Muething & Klekamp         Professional Services  $310,315
One East Fourth Street
Cincinnati, OH 45202

GLS Integrated Communications      Trade Debt             $265,737
6845 Winnetka Circle
Minneapolis, MN 55428

Next Wave Logistics                Trade Debt             $263,802
28377 Davis Parkway Suite 607A
Warrenville, IL 60555

Nancy O'Dell Enterprises           Trade Debt             $261,040
151 El Camino Drive
Beverly Hills, CA 90212

Stearns County Treasurer           Trade Debt             $260,484
P.O. Box 728
Saint Cloud, MN 56302

Hilde, Leilin                      Benefit Plan           $245,308

Levimo                             Trade Debt             $213,638

Hanson, Patty A.                   Benefit Plan           $179,689

Robinson, Katie H.                 Benefit Plan           $173,300

Midland Paper                      Trade Debt             $168,638

Summers, Jody                      Benefit Plan           $165,988

Hempe, Melanie H.                  Benefit Plan           $156,403

Branwell, Meda                     Benefit Plan           $148,305

Adventure Creative Group           Trade Debt             $145,476

C.H. Robinson Worldwide            Trade Debt             $126,522

Sturgeon, Madelyn                  Benefit Plan           $122,280

Express Employment                 Trade Debt             $107,709


ARCAPITA BANK: Terms of Revised Reorganization Plan
---------------------------------------------------
Arcapita Bank B.S.C.(c), et al., filed on April 16, 2013, a First
Amended Disclosure Statement in Support of the Debtors' First
Amended Joint Plan of Reorganization dated April 16, 2013.

The Plan proposes to establish a new Cayman Islands holding
company ("New Arcapita Topco") which will own and control a series
of newly formed intermediate Cayman Islands, Delaware and
potentially Bahraini holding company subsidiaries (collectively
with New Arcapita Topco, the "New Holding Companies").  The New
Holding Companies will own, directly or indirectly, 100% of the
Debtors' assets.  In exchange for their Allowed Claims, the
majority of the Debtors' unsecured creditors will receive a Pro
Rata Share of a new Shari'ah compliant Sukuk facility,
substantially all of the equity of the New Holding Companies and
certain warrants issued by New Arcapita Topco.

According to the First Amended Disclosure Statement, the Plan
effects a structural and financial reorganization of the Debtors
that affords the Reorganized Arcapita Group sufficient liquidity
and control to exit its current portfolio of investments in a
reasonable time frame designed to maximize value.  The Plan
contemplates that all proceeds allocable to the Reorganized
Arcapita Group resulting from exited portfolio assets, except for
any working capital cash needs of the Reorganized Arcapita Group,
will be used first to repay the New Murabaha and the Sukuk
Facility, in accordance with their terms, and thereafter to make
distributions in respect of the equity of the Reorganized Arcapita
Group.

The Plan accomplishes the goals outlined above through the
following transactions:

  * Certain Reorganized Debtors (other than Falcon), certain New
Holding Companies and/or certain other members of the Arcapita
Group will enter into a Murabaha exit facility with a cost price
of approximately $215 million to $225 million, the proceeds of
which will be used to pay in full the Claims arising from the DIP
Facility, to provide working capital and, potentially, to
effectuate a take-out of the SCB Facility.

  * Standard Chartered Bank will receive, in satisfaction of the
Debtors' obligations under the SCB Facilities, a new Murabaha
facility (the "New SCB Facility," and together with the Exit
Facility, the "New Murabaha Facilities"); provided, however, that
the Plan may be amended to provide SCB with cash in lieu of the
New SCB Facility, which distribution will be funded through an
upsize of the Exit Facility.

  * Holders of Allowed Claims against Arcapita Bank will receive,
in the aggregate, (i) 15% of the Sukuk Obligations, (ii) 45% of
the New Arcapita Class A Shares, and (iii) 97.5% of the New
Arcapita Ordinary Shares (subject to dilution by the New Arcapita
Warrants), which such distribution shall be allocated as follows:

      * Holders of Allowed Claims against Arcapita Bank arising
    from the Syndicated Facility and the Arcsukuk Facility will
    receive their Pro Rata Share of:

          * 6.5% of the Sukuk Obligations; and

          * 19.6% of the New Arcapita Class A Shares.

      * Holders of Allowed General Unsecured Claims against
    Arcapita Bank will receive their Pro Rata Share of:

          * 8.5% of the Sukuk Obligations;

          * 25.4% of the New Arcapita Class A Shares; and

          * 97.5% of the New Arcapita Ordinary Shares (subject to
        dilution by the New Arcapita Warrants).

  * Holders of Allowed Claims against AIHL will receive their Pro
Rata Share of (i) 85% of the Sukuk Obligations, (ii) 55% of the
New Arcapita Class A Shares, (iii) 2.5% of the New Arcapita
Ordinary Shares (subject to dilution by the New Arcapita
Warrants), and (iv) 100% of the New Arcapita Creditor
Warrants (the "AIHL Consideration").

  * Holders of Allowed General Unsecured Claims against Falcon
will receive their Pro Rata Share of a percentage of Falcon
Available Cash equal to the quotient obtained by dividing (i) the
aggregate Allowed General Unsecured Claims against Falcon, by (ii)
the aggregate Allowed General Unsecured Claims and aggregate
Allowed Intercompany Claims against Falcon.

  * Holders of Allowed Intercompany Claims, other than
Intercompany Claims owed by Arcapita Bank, AIHL or Falcon, will be
Reinstated.  Intercompany Claims owed by Arcapita Bank and AIHL
will be resolved as part of the overall settlement between
Arcapita Bank and AIHL implemented by the Plan.  Pursuant to such
resolution, each such Intercompany Claim owed by Arcapita Bank or
AIHL will be Allowed and will receive, in full satisfaction
thereof, the sum of $100 in Cash.  Holders of Allowed Intercompany
Claims owed by Falcon will receive their Pro Rata Share of a
percentage of Falcon Available Cash equal to the quotient obtained
by dividing (i) the aggregate Allowed Intercompany Claims against
Falcon by (ii) the aggregate Allowed General Unsecured Claims and
aggregate Allowed Intercompany Claims against Falcon.

  * Holders of Allowed Subordinated Claims against Arcapita Bank,
will, in full satisfaction, release, and discharge of and in
exchange for their Subordinated Claim, receive their Pro Rata
Share of the Subordinated Claim Warrants; provided, however, that
if either (i) the Bankruptcy Court determines that the Plan cannot
be confirmed in light of the fact that Interests in Arcapita Bank
are Reinstated, or (ii) the Holders of a majority of Shares in
Arcapita Bank ("Arcapita Bank Shares") do not agree to transfer
such Shares to New Arcapita Bank Holdco in exchange for a Pro Rata
Share of the Transferring Shareholder Warrants prior to the
Effective Date, then the Plan may be amended, provided that the
Committee waives the condition precedent to the Effective Date of
the Plan requiring a majority of Arcapita Bank Shares be
transferred, to provide that Holders of Allowed Subordinated
Claims against Arcapita Bank will not receive any Distributions or
retain any property on account of such Claims.

  * Holders of Allowed Subordinated Claims against Falcon will not
receive any Distribution in respect of such Claims unless all
Allowed Other Priority Claims, Other Secured Claims, General
Unsecured Claims, and Intercompany Claims against Falcon are
satisfied in full.  In such event, any Holder of Allowed
Subordinated Claims against Falcon will receive its Pro Rata Share
of a percentage of the remaining Falcon Available Cash equal to
the quotient obtained by dividing (i) the aggregate amount of
Subordinated Claims against Falcon by (ii) the aggregate amount of
Subordinated Claims against Falcon plus $70,000,000 (which amount
represents the approximate equity value of Falcon immediately
following the Nortex Sale minus the amounts that have been
distributed to Falcon's shareholders).

  * Holders of Interests in the Debtors, other than Falcon, will
be Reinstated and, (i) with respect to Interests in Arcapita Bank,
each Holder of an Arcapita Bank Share will be entitled to receive,
in exchange for transferring all Arcapita Bank Shares held by such
Holder to New Arcapita Bank Holdco and as provided in the
Implementation Memorandum, a Pro Rata Share of the Transferring
Shareholder Warrants, provided, however, that if either (a) the
Bankruptcy Court determines that the Plan cannot be confirmed in
light of the fact that the Interests in Arcapita Bank are
Reinstated, or (b) the Holders of a majority of Arcapita Bank
Shares do not agree to transfer such Shares to New Arcapita Bank
Holdco in exchange for a Pro Rata Share of the Transferring
Shareholder Warrants prior to the Effective Date, then the Plan
may be amended, provided that the Committee waives the condition
precedent to the Effective Date of the Plan requiring a majority
of Arcapita Bank Shares be transferred, to provide that all
Interests in Arcapita Bank will be cancelled and all rights and
interests therein will be terminated as of the Effective Date and
new Shares in Arcapita Bank will be issued to New Arcapita Bank
Holdco; and (ii) with respect to Shares in LT Holdings,
transferred to New Arcapita Holdco 2 as provided in the
Implementation Memorandum.

  * Interests in Falcon will not receive any Distribution in
respect of such Interests unless all Allowed Other Priority
Claims, Other Secured Claims, General Unsecured Claims, and
Intercompany Claims against Falcon are satisfied in full, in which
event any Holder of such Interests will be entitled to receive its
Pro Rata Share of a percentage of any remaining Falcon Available
Cash equal to the quotient obtained by dividing (i) $70,000,000,
by (ii) the aggregate amount of Allowed Subordinated Claims
against Falcon plus $70,000,000 (which amount represents the
approximate equity value of Falcon immediately following the
Nortex minus the amounts that have been distributed to Falcon's
shareholders).

  * Holders of Allowed Super-Subordinated Claims against Arcapita
Bank and Falcon will not receive any Distributions on account of
such Claims.

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

http://bankrupt.com/misc/arcapita.doc983.pdf

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

On Feb. 8, 2013, the Debtors filed with the Bankruptcy Court a
disclosure statement in support of their Joint Plan of
Reorganization, dated Feb. 8, 2013.  The Plan contemplates, among
others, the entry of the Debtors into a $185 million Murabaha exit
facility that will allow the Debtors to wind down their businesses
and assets for the benefit of all creditors and stakeholders.


ARVCO CAPITAL: Indicted Agent Accuses Apollo of Pay-to-Play
-----------------------------------------------------------
Jake Simpson of BankruptcyLaw360 reported that the creditors for a
placement agent accused of defrauding Apollo Global Management LLC
out of at least $14 million sued Apollo in federal bankruptcy
court Tuesday, accusing it of conducting an illicit pay-to-play
scheme with the California Public Employees Retirement System.

According to the report, the adversary proceeding in the
bankruptcy case of Alfred Villalobos and his companies accuses
Apollo of failing to disclose improper gifts to CalPERS and
stiffing Villalobos on at least $6 million in unpaid placement
agent fees for securing Apollo more than $1 billion in
investments.

                   About Alfred J.R. Villalobos

Stateline, Nevada-based Alfred J.R. Villalobos and his affiliated
companies filed for Chapter 11 bankruptcy protection on June 9,
2010 (Bankr. D. Nev. Lead Case No. 10-52248).  The entities are
ARVCO Capital Research, LLC (Case No. 10-52249), ARVCO Financial
Ventures, LLC (Case No. 10-5225), and ARVCO Art, Inc. (Case No.
10-52252).

Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd.,
assists the Debtors in their restructuring effort.  Mr. Villalobos
estimated assets and debts at $10 million to $50 million.

According to The Sacramento Bee, Mr. Villalobos sought bankruptcy
protection a month after then-Attorney General Jerry Brown accused
him in a lawsuit of bribing key officials with the California
Public Employees' Retirement System.  Mr. Brown's lawyers quickly
obtained a court order placing Mr. Villalobos' assets under
control of an examiner.  By filing for bankruptcy protection, Mr.
Villalobos halted Mr. Brown's lawsuit and was able to regain
control of his assets.


ATLANTIC COAST: Albury Investment Owns 9.9% Stake at March 22
-------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, The Albury Investment Partnership and its affiliates
disclosed that, as of March 22, 2013, they beneficially own
262,000 shares of common stock of Atlantic Coast Financial
Corporation representing 9.97% of the shares outstanding.  A copy
of the regulatory filing is available at http://is.gd/U3lPGM

                         About Atlantic Coast

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

The Company reported a net loss of $6.66 million on $33.50 million
of total interest and dividend income for the year ended Dec. 31,
2012, as compared with a net loss of $10.28 million on $38.28
million of total interest and dividend income in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$772.61 million in total assets, $732.35 million in total
liabilities and $40.26 million in total stockholders' equity.

McGladrey LLP, in Jacksonville, 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 suffered recurring losses from operations that have
adversely impacted capital at Atlantic Coast Bank.  The failure to
comply with the regulatory consent order may result in Atlantic
Coast Bank being deemed undercapitalized for purposes of the
consent order and additional corrective actions being imposed that
could adversely impact the Company's operations.  This raises
substantial doubt about the Company's ability to continue as a
going concern.


ATLAS PIPELINE: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit and senior unsecured debt ratings on Atlas
Pipeline Partners L.P.  The outlook is stable.  The '3' recovery
rating on the unsecured debt remains unchanged.  As of Dec. 31,
2012, Atlas had $1.2 billion of balance-sheet debt.  Atlas has
entered into a definitive agreement to purchase TEAK Midstream LLC
for $1 billion.

"In our view, the improved scale and geographic diversity provided
by the acquisition is partially mitigated by higher near-term
financial leverage," said Standard & Poor's credit analyst Nora
Pickens.

The TEAK assets, located in the liquids-rich and intensely
competitive Eagle Ford shale gas region, immediately add 475 miles
of pipeline and 200 million cubic feet per day (mmcf/d) to the
partnership' asset based.  In S&P's view, execution and volume
risk associated with the build-out of two new 200 mmcf/d
processing facilities (expected to come on line in first-quarter
2014 and third-quarter 2015) is the key credit consideration
underpinning the transaction.  Pro forma for TEAK, Atlas'
geographic footprint remains concentrated in the Mid-Continent
region and its contract mix is highly sensitive to changes in
volumes and the price of natural gas and natural gas liquids
(NGLs).  The acquisition does, however, reduce Atlas' gross
commodity price exposure because about 80% of TEAK's contracts are
fixed-fee and 20% are percentage-of-proceeds/processing upgrade.
Atlas' pro forma contract mix will consist of about 41%
percentage-of-proceeds, 16% keep-whole, and 43% fixed-fee
agreements. Minimum volume commitments that account for about two-
thirds of TEAK's volumes add considerable stability to projected
cash flow.

In S&P's base case projections, it assumes that Atlas will finance
the TEAK transaction with about 40% equity and 60% debt.  As part
of the financing, Atlas intends to issue $400 million of preferred
units.  While S&P recognizes this security provides the company
with financial flexibility and S&P incorporates that qualitatively
into the rating, S&P treats the convertible preferred units as 50%
debt in its financial ratios based on S&P's criteria for formally
attributing "equity-content" to hybrid capital.  S&P applies its
natural gas, NGL, and crude oil price deck to Atlas' unhedged
volumes (30% in 2013, 50% in 2014) while assuming strong producer
drilling in the partnership's liquids-rich plays leads to
processing volumes near capacity 2013.  Although current NGL
prices are weak compared with historical levels, S&P believes
infrastructure constraints in Atlas' core operating areas will
lead to strong demand for existing capacity, promoting high
utilization of the partnership's legacy and expansion assets.  In
addition, Atlas has hedged a significant portion of its 2013 gross
margins, which provides some visibility for its near-term cash
flow.  Pro forma for TEAK, S&P anticipates leverage (debt to
EBITDA) will be aggressive, peaking in the high-6x area in the
first half of 2013, before cash flow from organic growth projects
is realized and brings leverage to the mid-5x area by year end.
In addition, S&P expects 2013 EBITDA interest coverage to be about
4x and distribution coverage to be tight at about 1x in 2013.

The stable outlook reflects S&P's view that Atlas will
successfully execute its 2013 growth strategy, reduce leverage
over the next 12 to 18 months, and maintain adequate liquidity.
S&P expects key credit measures will remain weak in the near term.
S&P could lower the rating if low commodity prices, stagnant
throughput levels, or operational difficulties result in tight
liquidity and/or debt to EBITDA sustained above 5.0x.  A higher
rating is possible if Atlas achieves financial leverage in the 4x
to 4.5x range as the partnership builds out its processing
facilities and associated gathering lines.


ATP OIL: Deepwater Asset Sale Objections Filed
----------------------------------------------
Various parties filed objections and reservation of rights to ATP
Oil & Gas Corporation's emergency motion for an order (i)
approving the sale or sales of substantially all of its Deepwater
Property Assets, and (ii) approving the assumption and assignment
of contracts and leases and proposed cure amounts.

The objecting parties are:

* EFS-R LLC and GE Energy Financial Services, Inc.
* ATP Infrastructure Partners, L.P.
* TM Energy Holdings LLC, GMZ Energy Holdings LLC and CLP Energy
  LLC
* Exterran Energy Solutions, L.P.
* BP Exploration & Production, Inc. and BP America Production
  Company
* Harvey Gulf International Marine, LLC, Hornbeck Offshore
  Services, LLC, Expeditors & Production Services, Inc., EPS Cargo
  Handlers Company, EPS Logistics Company, Odyssea Marine, Inc.,
  Barry Graham Oil Service, L.L.C., Gulf Offshore Logistics,
  L.L.C., Martin Holdings, L.L.C., C-Port/Stone, L.L.C., Offshore
  Service Vessels, L.L.C., Warrior Energy Services Corporation,
  Fastorq, L.L.C., Stabil Drill Specialties, L.L.C., Workstrings
  International, L.L.C., Superior Energy Services, L.L.C., d/b/a
  Superior Completion Services, International Marine, LLC,
  Champion Technologies, Inc. Offshore Services, Inc.,
  Schlumberger Technology Corporation, Smith International, Inc.,
  Wireline Control Services, LLC, Nabors Offshore Corporation,
  Canrig Drilling Technology, Ltd., Supreme Service & Specialty
  Co., Inc., Frank's Casing Crew and Rental Tools, Inc., BEE MAR,
  L.L.C., and Era Helicopters, L.L.C. (the "Statutory Lien
  Objectors")
* Bristow U.S., LLC
* Stingray Pipeline Company, L.L.C., Manta Ray Offshore Gathering
  Company, L.L.C. and West Cameron Dehydration Company, L.L.C.
* Macquarie Investments LLC, Macquarie Americas Corporation
  and Keba Energy LLC  (the "ORRI Owners")
* The Williams Companies, Inc.
* HBK Main Street Investments L.P. and Sankaty ATP LLC, Sankaty
  Credit Opportunities IV, L.P. and Sankaty Managed Account(UCAL)
  L.P.
* Total E&P USA, Inc.
* Energy XXI GOM, LLC, Energy XXI Gulf Coast, Inc., and Energy XXI
  (Bermuda), Ltd.
* The Official Committee of Unsecured Creditors
* Nexen Petroleum Offshore U.S.A. Inc.
* W NGP Capital Resources Company
* The Official Committee of Equity Security Holders
* Gregg Davis, Oligocene Partnership, Ltd., Michael Clark, Mark
  Gillespie, Ed Stengel, John Sansbury, George Canjar, the Suzanna
  K. Bellis Survivor's Trust Share One and Bellis Family Ventures,
  LLC

The Official Committee of Unsecured Creditors asserts that the
Bid submission, Sale objection and Sale hearing dates and
deadlines give the Court and parties-in-interest insufficient time
to review and respond to Bids, if any, for the Debtor's assets. It
is not possible for a party-in-interest to evaluate any Bids
received and interpose a meaningful responsive pleading by the
Objection Deadline, the Creditors Committee says.

The Official Committee of Equity Security Holders, on the other
hand, asserts that the Debtor's proposed sale of the Deepwater
Property is premature. The Equity Committee notes that the Clipper
oil well only recently started producing, and much later than was
forecasted at the time the Deepwater sale timetable was set. The
Clipper wells are relevant to the sale because the Clipper wells'
production data bears on the value of the Deepwater assets.
Without that data, the Equity Committee notes, bidders face
increased uncertainty, which will be reflected in reduced bid
amounts.  Waiting for data from the Clipper wells is in the
Debtor's best interest because it will reduce uncertainty about
the value of the Deepwater assets and will give the Debtor the
best chance to maximize the value of the Deepwater assets.

The Objecting Parties told the Court that to the extent qualifying
bids are submitted on or before the Bid Deadline, they reserve all
of their rights and remedies with respect to the Sale Motion,
including but not limited to their right to amend, modify or
supplement their Objections based on the Debtor's selection of any
bid as a Qualified Bid or on the outcome of the Auction.

The deadline to submit bids for the Deepwater Assets, and the
deadline for filing objections to the sale was on April 16, 2013.
If the Debtor receives one or more qualified bids, an Auction
will take place at 9:00 a.m. (CST) on Tuesday, April 23, 2013, at
the offices of Mayer Brown LLP, in Houston Texas.

A hearing to consider approval of the Sale Motion is scheduled to
be held on April 25, 2013 at 1:30 p.m.

The Debtor disclosed on April 16 that it agreed to extend the Bid
Deadline for two potential purchasers conducting due diligence in
conjunction with the proposed sale to April 18, 2013 at 12:00 p.m.
The names of the two parties who made a written request for the
extension were not disclosed in papers filed in Court.  The April
16 Bid Deadline still applied to the other parties.

ATP Oil filed its emergency motion on January 22, 2013, seeking to
sell its Deepwater assets in accordance with certain bidding
procedures that have been approved by the Court.

                         About ATP Oil

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

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

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

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

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

ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.


ATP OIL: Pioneer Objects to Davis and Calypso's Lift Stay Motion
----------------------------------------------------------------
Pioneer Natural Resources USA, Inc. filed a limited response and
reservation of rights with respect to the lift stay motion filed
by Davis Offshore, L.P. and Calypso Exploration, LLC f/k/a
Stephens Production Company, LLC seeking modification of the
automatic stay to arbitrate a dispute involving Pioneer, Davis,
Calypso, and ATP Oil & Gas Corporation.

Pioneer says it agrees that the underlying dispute should be
arbitrated. However, Pioneer recalls the concerns voiced by the
Court at a November 6, 2012 hearing regarding the timing for
lifting the stay.  Given those concerns and the uncertainty
created by the Debtor's upcoming auction and its effect on the
dispute, Pioneer reiterates its position that the stay should be
lifted, but defers to the Court on the question of whether such
action is appropriate at this moment.

Pioneer further reserves all rights with respect to the pending
Louisiana litigation (E.D. La. Case No. 12-cv-01107) and the
arbitration proceeding ordered pursuant thereto, including all
rights to assert appropriate claims and defenses in the action.

                         About ATP Oil

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

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

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

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

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

ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.


ATP OIL: Maritech Withdraws Bid for Payment Under Gas Deal
----------------------------------------------------------
Maritech Resources, Inc., has withdrawn its motion filed on
January 30, 2013, asking the Court to enter an order authorizing
ATP Oil & Gas Corporation to pay the cash balance belonging to
Maritech attributable to its share of underproduced gas pursuant
to a Gas Balancing Agreement.

                         About ATP Oil

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

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

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

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

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

ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.


AUSTIN PACKAGING: Files Receivership, Seeks Financial Help
----------------------------------------------------------
ABC 6 NEWS reports that Austin, Minnesota-based Austin Packaging
Company is asking the court to enter receivership a month after it
laid off 125 workers.

"The basic difference is that bankruptcy is a federal proceeding
in a federal court and receivership is a state court procedure,"
the report quoted Austin attorney Bill Bodensteiner, as saying.

"It appears from these papers that there is one owner and whoever
that owner is would lose all control of the business and control
of the business would vest in the court appointed receiver," the
report quoted Mr. Bodensteiner.

The report says that citing a sharp downturn in customer demand,
the court documents cite an unsecured debt of more than $6.7
million dollars, and a secured debt of about $1.7 million to a
local bank.

"I would suspect there would not be enough assets to pay the
secured creditor, and in that case the unsecured creditor would
receive nothing," attorney Bill Bodensteiner explained, the report
notes.

APC later revised the number of laid-off workers from 125 to about
80.


BANCINSURE: Attempts to Stave off Receivership
---------------------------------------------
Brianna Bailey at NewsOk reports that state regulators are taking
legal steps to place the troubled Oklahoma City-based insurance
company BancInsure into receivership because of its poor financial
health.

However, BancInsure president and Chief Executive Officer Lisa
Bays said that the company is taking steps to shore up its
finances under new ownership and is confident the state will not
have to take over the company, according to NewsOk.

"The long-range plans of BancInsure are to recapitalize and move
forward with new business and rebuild the insurance company," the
report quoted Mr. Bays as saying.

An Oklahoma County District Court judge on Monday granted the
Oklahoma Insurance Department an injunction barring BancInsure
from disposing of any of its assets.

A court hearing is scheduled for May 14 to determine whether to
place BancInsure into receivership.

In court documents, Oklahoma Insurance Commissioner John Doak
claims BancInsure is insolvent and its continued operation would
be hazardous to the public, policyholders and to its creditors,
NewsOk discloses.


BANKS COUNTY: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: Banks County Partners LLC
        198 Deer Ridge
        Hoschton, GA 30548

Bankruptcy Case No.: 13-21053

Chapter 11 Petition Date: April 11, 2013

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Gainesville)

Debtor's Counsel: John F. Isbell, Esq.
                  THOMPSON HINE, LLP
                  Two Alliance Center, Suite 1600
                  3560 Lenox Road
                  Atlanta, GA 30326
                  Tel: (404) 541-2913
                  Fax: (404) 541-2905
                  E-mail: john.isbell@thompsonhine.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $500,001 to $1,000,000

The petition was signed by John C. Buchanan, manager.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Banks County Tax Commissioner      Tax                     Unknown
150 Hudson Ridge, Suite 6
Homer, GA 30547

Affiliates that sought Chapter 11 protection on April 8, 2013:

        Debtor                          Case No.
        ------                          --------
John Carlton Buchanan                   13-21009
Liberty Crest Properties, Inc.          13-21010
Buchanan Jefferson Ventures, Inc.       13-21011
North East Developers, Inc.             13-21013


BAOSHINN CORPORATION: Incurs $191,000 Net Loss in 2012
------------------------------------------------------
Baoshinn Corporation filed on April 15, 2013, its annual report on
Form 10-K for the year ended Dec. 31, 2012.

Albert Wong & Co.,in Hong Kong, expressed substantial doubt about
Baoshinn's ability to continue as a going concern.  The
independent auditors noted that the Group has suffered losses from
operations and has significant accumulated losses.  In addition,
Albert Wong said that the Group experienced negative cash flows
from operations.

The Company reported a net loss of $190,882 on $39.1 million of
revenues in 2012, compared with net income of $88,773 on
$38.5 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $4.9 million
in total assets, $4.1 million in total liabilities, and
stockholders' equity of $801,466.

A copy of the Form 10-K is available at http://is.gd/jwnWr6

Hong Kong-based Baoshinn Corporation, through its Hong Kong
subsidiary, is a ticket consolidators of major international
airlines, including Thai Airways, Eva Airways, Dragon Air, Air
China, China Southern Airlines, China Eastern Airlines, HongKong
Airlines & HongKong Express.


BEAZER HOMES: Israel Englander Holds 4.6% Equity Stake at April 5
-----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Israel A. Englander and his affiliates
disclosed that, as of April 5, 2013, they beneficially own
1,160,169 shares of common stock of Beazer Homes USA, Inc.,
representing 4.6% of the shares outstanding.  A copy of the filing
is available for free at http://is.gd/ziGvX7

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at Dec. 31, 2012, showed $1.92 billion
in total assets, $1.67 billion in total liabilities and $242.61
million in total stockholders' equity.

Beazer Homes incurred a net loss of $145.32 million for the fiscal
year ended Sept. 30, 2012, a net loss of $204.85 million for the
fiscal year ended Sept. 30, 2011, and a net loss of $34.04 million
for the fiscal year ended Sept. 30, 2010.

                           *     *     *

Beazer carries a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's.

In the Jan. 30, 2013, edition of the TCR, Moody's Investors
Service raised Beazer Homes USA, Inc.'s corporate family rating to
Caa1 from Caa2 and probability of default rating to Caa1-PD from
Caa2-PD.  The ratings upgrade reflects Moody's increasing
confidence that Beazer's credit metrics, buoyed by a stregthening
housing market, will gradually improve for at least the next two
years and that the company may be able to return to a modestly
profitable position as early as fiscal 2014.

As reported by the TCR on Sept. 10, 2012, Fitch Ratings has
upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc.
(NYSE: BZH) to 'B-' from 'CCC'.  The upgrade and the Stable
Outlook reflect Beazer's operating performance so far this year,
its robust cash position, and moderately better prospects for the
housing sector during the remainder of this year and in 2013.  The
rating is also supported by the company's execution of its
business model, land policies, and geographic diversity.


BEECHCRAFT HOLDINGS: S&P Gives 'B+' CCR & Rates $425MM Loan 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
corporate credit rating to Beechcraft Holdings LLC.  The outlook
is stable.  At the same time, S&P is assigning its 'BB-' issue
rating and '2' recovery rating to the company's $425 million term
loan, indicating its expectation of substantial (70%-90%) recovery
in the event of payment default.  S&P had assigned preliminary
ratings on Feb. 6, 2013.

"The ratings on Beechcraft reflect our expectations that the newly
emerged company will operate with lower leverage and that the
elimination of the business jet manufacturing business, which has
been losing money and market share in recent years, should result
in solid revenues and earnings growth from the remaining
businesses," said Standard & Poor's credit analyst Christopher
DeNicolo.  Cash generation should also improve due to lower
interest expense and improved operations, enabling debt reduction
and therefore strengthening credit measures over the next 12
months.

S&P assess the company's business risk profile as "weak," as
defined in its criteria, reflecting its position as a well-
established manufacturer of turboprops and piston aircraft, which
the cyclical and competitive nature of the business aviation
market, limited end-market diversity, and uncertain long-term
prospects for its military trainers and attack aircraft offset.
S&P assess the company's financial risk profile as "aggressive"
based on the company's reduced leverage and "adequate" liquidity,
but limited free cash flow in the next two years due to high
capital expenditure and working capital requirements.

Beechcraft, formerly known as Hawker Beechcraft Acquisition Corp.,
emerged from Chapter 11 bankruptcy on Feb. 19, 2013.  Its
predecessor filed for bankruptcy in May 2012 after continued
losses related to the downturn in business aviation resulted in
the company's inability to meet payments on debt obligations.  In
association with emergence, the company issued a $425 million term
loan, the proceeds of which it used primarily to repay the debtor-
in-possession facility, as well as for cure payments and other
bankruptcy-related costs, and to provide initial liquidity.  As
part of its plan of reorganization, approximately $2.6 billion of
debt was forgiven, warranties for certain aircraft models were
voided, and the company ceased production of business jets,
including the Hawker 4000, 900, and Premier.  The company is now
primarily owned by its secured creditors, who received 86% of
the equity value.

Leverage and other credit measures will be much better than before
bankruptcy, although still aggressive, and S&P expects 2013 pro
forma debt to EBITDA of about 4.5x, funds from operations (FFO) to
debt of about 20%, and EBITDA interest coverage of 3.5x-4x.  S&P
also expects revenues and earnings to improve significantly in
2013 and 2014 due to the return of customers that were wary of
ordering during the bankruptcy, the elimination of bankruptcy-
related supplier disruptions, some improvement in the general
aviation market, and efforts to improve products and reduce costs.
However, investments in capital expenditures and working capital
will constrain cash generation over the period, but it should
still be enough to reduce debt in excess of required amortization.
S&P believes this could result in debt to EBITDA of 2x-2.5x and
FFO to debt above 20% in 2014, but there is still some uncertainty
of how successful the company will be achieving these results
post-bankruptcy.

The outlook is stable.  Revenues and earnings should increase
materially in 2013 and 2014 due to higher deliveries, especially
of King Airs; the return of customers that were reluctant to order
from a company in bankruptcy; and the benefits of cost reductions
and efficiency improvements taken during bankruptcy.  S&P expects
that higher earnings and debt reduction using excess free cash
flow should result in steadily improving credit ratios.  S&P do
not expect to raise the ratings in the next year but could do so
if cash flow and debt reduction is greater than S&P expects,
resulting in debt to EBITDA below 3x and FFO to debt above 30%.
S&P is also unlikely to lower the ratings but could do so if
lower-than-expected earnings result in debt to EBITDA increasing
above 5x or FFO to debt declining below 15%.


BLUE SPRINGS: To Present Plan for Confirmation on June 5
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
approved last week the Disclosure Statement for Blue Springs Ford
Sales, Inc.'s Plan of Reorganization.

Pursuant to the Court's order approving the Disclosure Statement,
ballots must be postmarked on or before the Friday, May 31, 2013,
to be counted.  The last day to file objection to Confirmation is
May 31, 2013.  Hearing on filed objections and on Confirmation
will be held on Wednesday, June 5, 2013 at 9:00 a.m., in the
United States Courthouse, Courtroom 6C, 400 East Ninth Street,
Kansas City, Missouri.

United States Trustee Nancy J. Gargula filed an objection to the
Disclosure Statement on April 18, 2013, contending that the
Disclosure Statement is deficient and does not meet the "adequate
information" standard set forth in 11 U.S.C. Section 1125(a).
Specifically, the United States Trustee said that the Disclosure
Statement does not contain an adequate discussion regarding the
releases set forth in Article XI, Section 11.5 of the Plan nor
does it address Debtor's legal basis for granting them.

However, in the Court's order approving the disclosure statement,
which was entered a mere 4 days after the U.S. Trustee filed her
objection, no reference or comment was issued regarding the OUST
objection.

As reported in the TCR on March 22, 2013, the Debtor relates that
it has resolved all of its general unsecured claims except for the
$1 million claim filed by Anthony J. Bommarito, which is subject
to an objection and a request for disallowance.  All allowed
general unsecured claims are to be paid in full, with interest at
the applicable post-judgment interest rates.

Ford Motor Credit Company, LLC, with respect to its secured DIP
Facility claim and secured prepetition claims, will retain its
liens securing its claims, plus receive cash.  The secured DIP
Facility claim of Robert Balderston will also receive monthly
interest only payments at the rate of 2.75% for seven years.  In
addition, Balderston will retain his liens under the Balderston
Loan Documents and the Balderston DIP Facility will be satisfied
in full and replaced by the Balderston Exit Financing.

A full-text copy of the Disclosure Statement dated Feb. 14, 2013,
is available for free at:

         http://bankrupt.com/misc/BLUESPRINGSds0214.pdf

                         Blue Springs Ford

Blue Springs Ford Sales, Inc. -- http://www.bluespringsford.com/
-- is a Ford dealer, serving Blue Springs in Missouri.  A jury
verdict assessing actual damages of $171,500 and punitive damages
in the amount of $1.75 million (54 times the actual damages)
prompted Blue Springs Ford to seek Chapter 11 protection.  The
judgment was on account of a suit filed by a customer in Circuit
Court of Jackson County, Missouri, under a variety of legal
claims, including, but not limited to, the company's alleged
failure to adequately disclose a full detailed vehicle history
report in connection with a sale of a used Ford.

Blue Springs Ford filed a Chapter 11 petition (Bankr. D. Del. Case
No. 12-10982) on March 21, 2012, listing $10 million to $50
million in assets and debts.  Christopher A. Ward, Esq., at
Polsinelli Shughart PC, serves as the Debtor's counsel.  Donlin
Recano & Company Inc. serves as the Debtor's claims agent.

Delaware Bankruptcy Judge Mary F. Walrath in a March 28 order
transferred the case's venue following an oral motion by the
judgment, creditors Kimberly and Michael von David, at a March 23
hearing.  The case was transferred to the U.S. Bankruptcy Court
Western District of Missouri Court (Case No. 12-41176) and
assigned to the Hon. Jerry W. Venters.


BOB COOK: Sale of 7% Stake in Sacramento Kings Approved
-------------------------------------------------------
Dale Kasler, writing for The Sacramento Bee, reported that a judge
approved the sale of 7 percent of the Sacramento Kings to hedge
fund manager Chris Hansen, who wants to move the entire team to
Seattle.

According to the report, Hansen agreed to buy the share held by
bankrupt developer Bob Cook for $15.1 million. No other bidders
surfaced, and none of the other Kings' limited partners exercised
their right to purchase the stake by matching Hansen's offer.

The report said Hansen's purchase must be approved by the NBA
Board of Governors -- just like his pending deal to buy the 65
percent controlling interest in the team from the Maloof family.

The Board of Governors, consisting of all NBA team owners, is
scheduled to meet Thursday and Friday to review Hansen's deal with
the Maloofs as well as a competing proposal from a group trying to
keep the Kings in Sacramento, the report added.

In accepting Hansen's bid for the 7 percent share, U.S. Bankruptcy
Judge Christopher Klein said, "We have one bidder -- we don't know
whether that bidder is acceptable to the NBA," the report related.

Donald Fitzgerald, attorney for the bankruptcy trustee overseeing
the sale of the Cook share, said he asked Hansen to increase his
offer after the Seattle investor revealed last Friday night that
he had increased his bid to the Maloof family, the report said.
Hansen is now offering $357 million for the Maloof share, an
increase of $16 million.  Hansen refused to increase the bid for
the 7 percent share. Nor was he legally required to, Fitzgerald
said.

Existing limited partner David Lucchetti was planning to match
Hansen's bid but backed out, leaving Hansen as the sole bidder on
the Cook share, the report recalled.

Meanwhile, Mayor Kevin Johnson plans to hold a press conference
with several of the investors mounting a counter-offer for the
Maloofs' share of the team, the report said.  The investors are
led by Silicon Valley software tycoon Vivek Ranadive.


BROADCAST INTERNATIONAL: Amends Merger Agreement with AllDigital
----------------------------------------------------------------
Broadcast International, Inc., previously announced its entry into
an Agreement and Plan of Merger and Reorganization with AllDigital
Holdings, Inc., and Alta Acquisition Corporation, a wholly-owned
subsidiary of Broadcast ("Merger Sub") pursuant to which Merger
Sub will be merged with and into AllDigital, and AllDigital will
survive as a wholly-owned subsidiary of Broadcast.  The completion
of the Merger is subject to the satisfaction of various conditions
including that the representations and warranties made therein by
the parties be accurate as of the date of the Merger Agreement and
as of the closing date of the Merger.

On Feb. 6, 2013, after having conducted further due diligence,
AllDigital notified Broadcast that it believes certain of the
intellection property representations and warranties made by
Broadcast in the Merger Agreement were inaccurate when made.
AllDigital also outlined its requirements for curing those matters
and notified Broadcast that AllDigital may terminate the Merger
Agreement in accordance with its terms if Broadcast failed to cure
within 30 days of the Initial Notice, or if it earlier became
apparent that those matters could not be cured.

Broadcast and AllDigital have been working together on the issues
identified in the Initial Notice.  In light of progress made, on
March 6, 2013, AllDigital provided written notice to Broadcast
that it was extending the cure period identified in the Initial
Notice to April 7, 2013, and on April 7, 2013, AllDigital gave
another written notice that it was further extending the cure
period to May 7, 2013.

On April 10, 2013, Broadcast and AllDigital entered into a First
Amendment to Agreement and Plan of Merger, which made two
modifications to the Merger Agreement.

  (1) A new paragraph 8.1(l) was added to the agreement, which
      gives both parties the power to terminate the Merger
      Agreement, without cause, upon three days advance written
      notice and have no further liability to the other party;
      and

  (2) Section  4.4 of the Merger Agreement relative to No-Shop
      provisions and Sections 5.1,5.2, 5.3 and 5.4 related to
      obligations of the parties to move forward with certain
      aspects of the Merger, such as filing of a registration
      statement, holding of shareholder meetings, and reducing
      Broadcast's outstanding warrants are all suspended pending
      the mutual decision of Broadcast and AllDigital to move
      forward and file the Joint Proxy Statement

A copy of the First Amendment to Agreement and Plan of Merger
dated April 10, 2013, is available at http://is.gd/Qow0io

                   About Broadcast International

Based in Salt Lake City, Broadcast International, Inc., installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

The Company reported net income of $1.30 million in 2011, compared
with a net loss of $18.66 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.15 million in total assets, $9.45 million in total liabilities,
and a $6.30 million total stockholders' deficit.


BUILDERS FINANCIAL: Ruling on BNY Mellon Plan Vote Upheld
---------------------------------------------------------
The Bank of New York Mellon, as Indenture Trustee, Institutional
Trustee, and Guarantee Trustee, appealed from a bankruptcy judge's
July 25, 2012 order granting summary judgment in favor of Builders
Financial Corporation.  The bankruptcy court's order concluded
that Bank of New York Mellon, as trustee for the owner of certain
debentures, was the proper party to vote on the Debtor's plan for
reorganization.  The order invalidated the vote that Bank of New
York Mellon Trust Company N.A., apparently a different though
related entity, cast in a different capacity, namely as trustee
for the beneficial owner of certain securities that the owner of
the debentures had issued.

In an April 9, 2013 Memorandum Opinion and Order available at
http://is.gd/Y1OPwSfrom Leagle.com, District Judge Matthew F.
Kennelly affirmed.

"Bank of New York Mellon, as the Indenture Trustee and the party
that filed the claim against the estate, presumably knew full well
that as the holder of the claim, it was entitled to vote on the
proposed plan on behalf of Trust I. From what the Court can
determine, it would have been relatively easy for Bank of New York
Mellon to get the necessary instructions from MM Community Funding
or the CDO trustee (Bank of New York Mellon Trust Company) if that
was the entity believed to have the real interest at stake. Given
the plain language of the statute, the relevant entities ought to
have worked this out in advance and taken a belt-and-suspenders
approach rather than winging it and then expecting the bankruptcy
court to clean up their errors after the fact. The bankruptcy
court did not err in declining to order a do-over of the
balloting," Judge Kennelly said.

The case before the District Court is, THE BANK OF NEW YORK
MELLON, as trustee, Appellant, v. BUILDERS FINANCIAL CORPORATION,
Appellee, No. 12 C 7470 (N.D. Ill.).

                     About Builders Financial

Based in Chicago, Illinois, Builders Financial Corporation filed
for Chapter 11 bankruptcy protection on July 13, 2010 (Bankr. N.D.
Ill. Case No. 10-31180).  Judge Bruce W. Black presides over the
case.  David K. Welch, Esq., at Crane Heyman Simon Welch & Clar,
represents the Debtor.  In its petition, the Debtor estimated
assets between $1 million and $10 million, and debts of between
$10 million and $50 million.


BUILDERS FIRSTSOURCE: Lou Davis Promoted to VP - Manufacturing
--------------------------------------------------------------
Fred Schenkel, Builders FirstSource, Inc.'s Vice President-
Manufacturing, passed away on April 6, 2013.

Mr. Schenkel joined Builders FirstSource, Inc., in 1998 when the
Corporation acquired Builders Supply and Lumber from Pulte Home
Corporation.  He became Vice President of the Corporation in 1999
and was promoted to Vice President -- Manufacturing in 2002.  In
this capacity, he was instrumental in planning and implementing
the significant expansion of our truss and wall panel facilities.
Mr. Schenkel had more than 30 years of experience managing
manufacturing facilities in the industry and, before joining BSL,
held such positions as manufacturing manager for The Ryland Group,
Inc., Vice President of Manufacturing for Diversified Homes
Corporation of Maryland, and plant manager for Regional Building
Systems, Inc.  Mr. Schenkel held a B.A. in accounting from Saint
Bonaventure University.

Lou Davis, who was previously the Company's Director of
Manufacturing and Development, has been promoted to Vice President
-- Manufacturing.  He has 40 years of experience in the truss and
panel manufacturing business.  During his 11 years with the
Corporation, Mr. Davis has managed a substantial segment of the
Company's truss and wall panel operations and worked closely with
Mr. Schenkel.

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in 9 states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

Builders Firstsource reported a net loss of $56.85 million in
2012, a net loss of $64.99 million in 2011 and a $95.50 million in
2010.

The Company's balance sheet at Dec. 31, 2012, showed $550.84
million in total assets, $502.74 million in total liabilities and
$48.09 million in total stockholders' equity.

                           *     *     *

In December 2012, Standard & Poor's Ratings Services revised its
outlook on Dallas-based Builders FirstSource Inc. to negative from
positive.

"At the same time, we affirmed our 'CCC' corporate credit rating
and affirmed our 'CC' issue rating on Builder FirstSource's $140
million second lien notes due 2016.  The recovery rating is '6',
which indicates our expectation for negligible (0% to 10%)
recovery in the event of a default," S&P said.


CAPITAL AUTOMOTIVE: S&P Rates $325MM Second Lien Loan 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B-' issue-
level rating '6' recovery rating) to CARS' proposed $325 million
second-lien term loan due 2020 (to be issued by Capital Automotive
L.P.).  The 'B+' issue-level ratings ('3' recovery rating) on
CARS' existing first-lien term loan and revolving credit facility
remain unchanged and on CreditWatch positive, where S&P placed
them on March 20, 2013.  The '3' recovery rating indicates S&P's
expectation of a meaningful (50%-70%) recovery in the event of a
payment default.

At the same time, S&P affirmed its 'B+' corporate credit rating on
CARS.  The outlook is stable.

CARS recently obtained an amendment to its first-lien term loan
($1.5 billion outstanding at Dec. 31, 2012), extending the
maturity to 2019 from 2017, reducing the interest rate, and
modifying certain financial covenants.  The maturity was also
extended on the company's $200 million revolving credit facility
to 2018 from 2016.

"With the planned issuance of a $325 million second-lien term
loan, and CARS' expected use of the proceeds to reduce the amount
of first-lien notes outstanding, recovery prospects for the
remaining first-lien notes would be materially bolstered," said
Standard & Poor's credit analyst Scott Sprinzen.

While S&P has affirmed its corporate credit rating on CARS, S&P
believes these transactions are favorable from an overall credit
perspective, given that refinancing risk has diminished with the
extension of CARS' debt maturity structure.  On the other hand,
S&P expects adjusted financial leverage to remain high, with thin
coverage metrics.  CARS had total debt to capital of 84% at
Dec. 31, 2012, and in 2012, adjusted debt-service coverage was
about 1.4x.  Moreover, CARS would have increased ability under its
modified financial covenants to accelerate acquisitions (with
attendant execution risk) and to distribute dividends to its
owners.

Standard & Poor's will monitor CARS' progress in pursuing the
announced debt issuance.  S&P currently expects that if the
transaction is completed as planned, S&P would raise the ratings
on the first-lien term loan and revolving credit facility to
'BB-', with a '2' recovery rating, indicating S&P's expectation of
a substantial (70%-90%) recovery in the event of a payment
default).


CAREY LIMOUSINE L.A.: Sets May 30 Plan Confirmation
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Carey Limousine L.A. Inc. scheduled a May 30
confirmation hearing for approval of its reorganization plan when
the bankruptcy court in Delaware approved disclosure materials.

The report notes that the plan was the result of mediation with
the official creditors' committee.  The plan sets aside
$1.1 million cash for unsecured creditors with $4.5 million in
claims, for a projected 24.3% recovery.

                       About Carey Limousine

Carey Limousine L.A., Inc., a subsidiary of Carey International,
is one of the largest chauffeured transportation services
companies in Southern California.  Carey Limousine filed a Chapter
11 petition (Bankr. D. Del. Case No. 12-12664) on Sept. 25, 2012.

The Debtor operates from a centralized location with convenient
proximity to Los Angeles International Airport, Beverly Hills,
Downtown Los Angeles, and other centers of business and tourism
in Southern California.  The Debtor has 17 employees and utilized
30 independent owner-operators.  Seventeen farm-out companies,
providing chauffeurs, fulfill overflow customer requests.

The Debtor estimated just under $500,000 in assets and at least
$100 million in liabilities.  The Debtor said it owes $146.6
million in term loans provided by lenders led by Highland
Financial Corp., as arranger and NexBank, SSB, as administrative
agent.

The Debtor has tapped Young, Conaway, Stargatt & Taylor, as
counsel; Willkie Farr & Gallagher LLP, as bankruptcy co-counsel;
and Kurtzman Carson Consultants LLC as the claims and notice
agent.


CARNATION SEAVIEW: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Carnation Seaview Properties, LLC
        P.O. Box 368
        Corona Del Mar, CA 92625

Bankruptcy Case No.: 13-13221

Chapter 11 Petition Date: April 11, 2013

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

Judge: Mark S. Wallace

Debtor's Counsel: Warren G. Enright, Esq.
                  ENRIGHT LAW CENTER
                  2102 Business Center Drive, Suite 130
                  Irvine, CA 92612
                  Tel: (949) 642-3856
                  Fax: (888) 522-7849
                  E-mail: enrightlawcenter@gmail.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Mark Whitehead, managing member.


CASH STORE: Fails to Comply with $50MM Market Capitalization Rule
-----------------------------------------------------------------
The Cash Store Financial Services Inc. received notice from the
New York Stock Exchange that it is not in compliance with certain
NYSE standards for continued listing of its common shares.
Specifically, Cash Store Financial is below the NYSE's continued
listing criteria because its average total market capitalization
over a recent 30 consecutive trading day period was less than $50
million at the same time that reported shareholders' equity was
less than $50 million.  Under the NYSE's continued listing
criteria, a NYSE listed company must maintain average market
capitalization of not less than $50 million over a 30 consecutive
trading day period or reported shareholders' equity of not less
than $50 million.

Under NYSE rules, Cash Store Financial has 90 days from the date
of the notice to submit a plan to the NYSE demonstrating its
ability to achieve compliance with the listing standards within 18
months of receiving the notice.  Cash Store Financial intends to
submit such a plan.  During that 18-month period, Cash Store
Financial's common shares will continue to be listed and traded on
the NYSE, subject to compliance with other NYSE continued listing
standards.

The notice from the NYSE does not impact Cash Store Financial's
listing on the Toronto Stock Exchange and Cash Store Financial's
common shares will continue to be listed and traded on the TSX,
subject to compliance with TSX continued listing standards.

Cash Store Financial is also announcing that it has filed its
annual report for the year ended Sept. 30, 2012, on Form 20-F with
the SEC.  The Form 20-F, including the audited financial
statements included therein, is available at
http://www.csfinancial.ca. Hard copies of the audited financial
statements are available free of charge on request by calling
(780) 408-5110 or writing to:

Attn: Investor Inquiries
The Cash Store Financial Services Inc.
15511 123 Avenue
Edmonton, Alberta, Canada
T5V 0C3

                     About Cash Store Financial

Cash Store Financial is the only lender and broker of short-term
advances and provider of other financial services in Canada that
is listed on the Toronto Stock Exchange (TSX: CSF).  Cash Store
Financial also trades on the New York Stock Exchange (NYSE: CSFS).
Cash Store Financial operates 512 branches across Canada under the
banners "Cash Store Financial" and "Instaloans".  Cash Store
Financial also operates 25 branches in the United Kingdom.

Cash Store Financial is a Canadian corporation that is not
affiliated with Cottonwood Financial Ltd. or the outlets
Cottonwood Financial Ltd. operates in the United States under the
name "Cash Store".  Cash Store Financial does not do business
under the name "Cash Store" in the United States and does not own
or provide any consumer lending services in the United States.

The Company's balance sheet at Dec. 31, 2012, showed C$207.69
million in total assets, C$169.93 million in total liabilities and
C$37.76 million in shareholders' equity.

                          *     *     *

As reported in the Feb. 8, 2013 edition of the TCR, Standard &
Poor's Ratings Services lowered its issuer credit rating on Cash
Store Financial (CSF) to 'CCC+' from 'B-'.  The outlook is
negative.

"The downgrades follow a proposal by the payday loan registrar in
Ontario to revoke CSF's payday lending licenses and CSF's
announcement that it has discontinued its payday loan product in
the region," said Standard & Poor's credit analyst Igor Koyfman.
The company's businesses in Ontario, which account for
approximately one-third of its store count, will begin offering a
new line of credit product to its customers.  S&P believes this is
to offset the loss of its payday lending product; however, this is
a relatively new product, and S&P believes that it will be
challenging for the company to replace its lost earnings from the
payday loan product.  S&P also believe that the registrar's
proposal could lead to similar actions in other territories.


CENTRAL EUROPEAN: Has $100MM Term Loan Agreement with Alfa Group
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Roust Trading Ltd. and Roustam Tariko
disclosed that, as of April 8, 2013, they beneficially own
15,920,411 shares of common stock of Central European Distribution
Corporation representing 19.5% of the shares outstanding.

On April 8, 2013, Roust Trading, Steb Holdings Ltd., an affiliate
of Alfa Group ("Lender"), and an affiliate of Roust Trading,
Closed Joint Stock Company "Russian Standard" Corporation entered
into a binding term sheet setting forth the terms of an agreement
by the Lender to lend to JSC "Russian Alcohol Group" or such other
subsidiaries of the Issuer that are agreed upon by the Lender, the
Issuer and Roust Trading up to $100,000,000 in aggregate principal
amount at an annual interest rate of 13.75%.  Roust Trading had
been informed by the Issuer prior to the execution of the Loan
Term Sheet that the Issuer's board of directors had approved the
Loan Term Sheet and the terms and structure of the Loan
contemplated thereby.  If subsidiaries of the Issuer borrow some
but not all of the Loan Amount, Roust Trading is required to
borrow the remainder and if subsidiaries of the Issuer do not
undertake any borrowing under the Loan Term Sheet, then Roust
Trading will be entitled (but is not required) to borrow the Loan
Amount.  The Loans may be used by the Borrowers for general
corporate purposes, including funding in support of the
restructuring plan of the Issuer and its subsidiaries and the
further development of their businesses.  The Term Sheet provides
that each Borrower would enter into a stand-alone bilateral
facility agreement with the Lender upon identical terms in
aggregate not to exceed the Loan Amount, with a maximum of five
Bilateral Facility Agreements.  Each Borrower's obligations with
respect to the Bilateral Facility Agreements would be guaranteed
by the Guarantors pursuant to a Deed of Guarantee and Indemnity,
the material terms of which are set forth in a binding term sheet
entered into between the Lender and the Guarantors on April 8,
2013.

The Loans mature one year from the date of drawdown, which term
may be extended by the Borrower for an additional two years on
terms to be agreed by the parties to the Loan and the Guarantors.
The Lender's commitment to make Loans will terminate on the
earliest to occur of (x) the date of the drawdown (which must
occur on the same date for the full Loan Amount), (y) the six-
month anniversary of the date of the Loan Term Sheet and (z) the
termination of the Loan Term Sheet by Roust Trading pursuant to
the terms thereof.  The Term Sheet provides that under certain
circumstances, a break-up fee will be payable to the Lender in the
event that the Borrower does not incur the Loan prior to the
expiration or termination, as applicable, of the Commitment
Period.  Roust Trading may terminate the Loan Term Sheet at any
time prior to the drawdown of the Loan at its discretion, provided
that it pays the break-up fee.  The Lender is also entitled to
certain other fees in connection with the Loan, as set forth in
the Loan Term Sheet and the Fees Letter, dated as of April 8,
2013, by and among the Lender and the Guarantors.

The drawdown of the Loan is subject to certain conditions
precedent set forth in the Loan Term Sheet, including, among other
things, that none of the Plan Support Agreement, the Amended and
Restated Plan Support Agreement, and the RTL Investment Agreement
shall have been terminated.

The Loan Term Sheet does not and the Bilateral Facility Agreements
will not in any way restrict the Lender or any of its affiliates
from participating in, proposing or otherwise supporting any
alternative proposal for any restructuring transaction involving
the Issuer or any of its subsidiaries.

A copy of the amended regulatory filing is available at:

                        http://is.gd/954I9w

                            About CEDC

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

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

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


CENTRAL EUROPEAN: Common Stock Delisted From NASDAQ
---------------------------------------------------
Central European Distribution Corporation, on April 10, 2013,
received a letter from the NASDAQ Office of General Counsel,
Hearings, informing the Company that the NASDAQ Hearings Panel has
affirmed the decision of the Listing Qualifications Department of
The NASDAQ Stock Market LLC to delist the shares of the Company
from NASDAQ.  As a result, the Company's shares will be suspended
from trading on NASDAQ, effective at the open of business on
Friday, April 12, 2013.

The NASDAQ Hearings Panel reached its decision following
consideration of Listing Rules 5620(a) and 5620(b), for the
Company's failure to hold its annual general meeting within the
time frame allowed under the NASDAQ Listing Rules, Listing Rule
5250(c)(1), for the Company's failure to timely file its annual
report on Form 10-K with the United States Securities and Exchange
Commission, and Listing Rules 5101, 5110(b) and IM-5101-1 and the
public interest concerns raised thereunder, following the
Company's filing for bankruptcy protection under Chapter 11 of the
U.S. Bankruptcy Code on April 7, 2013.

Given the NASDAQ continued and initial listing requirements and
the plan of reorganization submitted by the Company to the United
States Bankruptcy Court for the District of Delaware, which
contemplates cancellation of all outstanding common stock in the
Company and Roust Trading Ltd. receiving new shares of common
stock of the Company representing 100% of reorganized Company
following confirmation and effectiveness of the plan of
reorganization, the Company does not plan to request review of the
NASDAQ Hearing Panel's decision by the NASDAQ Listing and Hearing
Review Council.  Accordingly, trading of the Company's common
stock will be suspended at the opening of business on Friday,
April 12, 2013, and a Form 25-NSE will be filed with the United
States Securities and Exchange Commission to remove the Company's
securities from listing and registration on The NASDAQ Stock
Market.

After the Company's common stock is delisted by NASDAQ, it may
trade on the OTC Markets Group Inc. or the OTC Bulletin Board if
an application is filed by a market maker to quote the Company's
common stock.  A potential market maker?s application to quote the
Company's common stock on OTCBB will not be cleared until the
Company is current in its reporting obligations under the
Securities Exchange Act of 1934.  In order for the Company to
become current in its reporting obligations, it must file its
annual report on Form 10-K for fiscal year 2012.  Even if the
Company makes that filing, there is no assurance that any market
maker will apply to quote the Company's common stock on the Pink
Sheets or OTCBB.


                    Employment Agreement with CFO

On April 6, 2013, CEDC entered into an Employment Agreement with
Ryan Lee.  The Employment Agreement is effective as of Jan. 22,
2013, which is the date on which Mr. Lee was appointed Chief
Financial Officer of CEDC.  Mr. Lee's Employment Agreement
provides, among other things, the following:

  * The initial term of employment of Mr. Lee by CEDC continues
    until June 30, 2015.  Unless an intention not to extend is
    delivered in accordance with the Employment Agreement the term
    will be automatically extended for one year as of June 30,
    2015, and each anniversary thereof.

  * Mr. Lee's base salary is $450,000 gross annually.

  * Mr. Lee will be eligible to receive a yearly cash bonus after
    the closing of each fiscal year equal to 100% of his base
    salary.  One portion of the yearly cash bonus will based on
    the achievement of financial targets and will be earned on a
    sliding scale ranging from 0% for less than 92.5% achievement
    of targets, to 150% for over 110% achievement of targets.  The
    other portion of the yearly cash bonus will be based on a good
    faith assessment of the achievement of project targets by
    CEDC's Board of Directors and Operations Committee in
    consultation with Mr. Lee.

  * Mr. Lee will be eligible to receive an equity bonus in the
    form of restricted stock units (RSUs) on January 1st of each
    year during the term. One portion of the RSUs will be
    performance-based and have a value of $266,667 (determined as
    of January 1 of each year) and, subject to Mr. Lee's continued
    employment, will vest on the first anniversary of the date of
    grant, based on the achievement of financial targets aimed
    towards company value creation and in line with shareholders'
    interests.  The performance-based RSUs will vest on a sliding
    scale ranging from 0% of the RSUs for less than 92.5%
    achievement of targets, to 150% of the RSUs for over 110%
    achievement of targets.  The other portion of the RSUs will be
    time-based with a value of $133,333 (determined as of January
    1 of each year).  Subject to Mr. Lee's continued employment
    through the vesting date, the time-based RSUs will vest in
    three equal annual installments beginning on the first
    anniversary of the grant date.  In the event CEDC ceases
    trading its shares on a stock exchange, the equity awards will
    be paid to Mr. Lee in cash with the same restriction periods
    and performance levels.

  * As additional benefits, Mr. Lee will be reimbursed for the
    cost of certain flights, housing expenses, family health
    insurance, schooling costs, company car and driver, and
    company phone and laptop.

  * If the Company terminates Mr. Lee's employment other than for
    Cause (as defined in the Employment Agreement), disability or
    death, then Mr. Lee will be paid a lump sum in amount equal to
    1.5 times his base salary and receive a bonus in cash equal to
    50% of the yearly cash bonus applicable in the relevant year
    under the assumption that 92.5% of the targets for the
    relevant year is achieved.  All of Mr. Lee's unvested time-
    based RSUs will be forfeited and all of Mr. Lee's unvested
    performance-based RSUs will vest immediately under the
    assumption that 92.5% of the targets for the relevant year is
    achieved.  Mr. Lee's housing, car and driver allowance will
    continue to be paid for 6 months following the date of
    termination.

  * In certain instances, Mr. Lee may be entitled to change in
    control termination benefits.  If, during the CIC Provisions
    Effective Period (as defined in the Employment Agreement), Mr.
    Lee terminates his employment under conditions constituting a
    Qualifying CIC Termination (as defined in the Employment
    Agreement), then Mr. Lee will be paid his remaining base
    salary for the remainder of the term and receive a bonus in
    cash equal to 50% of the yearly cash bonus applicable in the
    relevant year under the assumption that 92.5% of the targets
    for the relevant year is achieved.  All of Mr. Lee's time-
    based RSUs will be forfeited and all of Mr. Lee?s unvested
    performance-based RSUs will vest immediately under the
    assumption that 92.5% of the targets for the relevant year is
    achieved.  Mr. Lee's housing, car and driver allowance will
    continue to be paid for 6 months following the date of
    termination.

                            About CEDC

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

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

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


CHERRY ENTERPRISES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Cherry Enterprises, LLC
        4287 SE Roethe Road
        Portland, OR 97267

Bankruptcy Case No.: 13-32280

Chapter 11 Petition Date: April 15, 2013

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: Matthew A. Arbaugh, Esq.
                  FIELD JERGER, LLP
                  621 SW Morrison Street, #1225
                  Portland, OR 97205
                  Tel: (503) 228-9115
                  E-mail: matt@fieldjerger.com

Scheduled Assets: $7,067,590

Scheduled Liabilities: $6,388,209

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Christopher Sanaee, managing member.


CHINA FRUITS: Reports $128K Net Income in 2012
----------------------------------------------
China Fruits Corporation filed on April 15, 2013, its annual
report on Form 10-K for the year ended Dec. 31, 2012.

Lake & Associates CPA's LLC, in Schaumburg, Ill., expressed
substantial doubt about China Fruits' ability to continue as a
going concern, citing the Company's accumulated deficit and
negative cash flow from operations.

The Company reported net income of $128,421 on $3.7 million of
revenues in 2012, compared with a net loss of $376,002 on
$3.5 million of revenues in 2011.

According to the regulatory filing, the net income during the year
of 2012 was also due to the grants received from the local
government in amount of $1.2 million, which was to encourage the
Company's efforts on modern agricultural development.  "Without
the government grant, we suffered loss of $1,091,310 from
operations."

The Company's balance sheet at Dec. 31, 2012, showed $6.2 million
in total assets, $3.7 million in total liabilities, and
stockholders' equity of $2.5 million.

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

Headquartered in Nan Feng County, Jiang Xi Province, P.R.C., China
Fruits Corporation is principally engaged in the manufacturing,
trading and distributing of fresh tangerines and other fresh
fruits in the PRC.


CIRTRAN CORP: Settles "Play Beverages" Litigation for $0
--------------------------------------------------------
CirTran Corporation, its wholly owned subsidiary, CirTran Beverage
Corporation, and Iehab Hawatmeh and Fadi Nora, directors of the
Company, and a variable interest entity of which the Company is
the primary beneficiary, Play Beverages, LLC, and its principal
owner, After Bev Group, LLC, have entered into a Settlement
Agreement and Mutual Release with LIB-MP Beverage, LLC, American
Sales & Merchandising, LLC, Warner Depuy, Michael Liberty, and
Jeffrey Pollack to resolve litigation filed in April 2010 in the
Third Judicial District Court, Salt Lake County, Utah, in which
the Play Beverages Parties had sought declaratory relief and
damages for tortious interference with contractual relations,
breaches of fiduciary duties, fraud, and negligent
misrepresentations.  LIB-MP had also asserted claims aggregating
approximately $1.1 million in the Utah bankruptcy proceeding of
Play Beverages, LLC.  This bankruptcy proceeding was dismissed in
December 2012.

Under the recent settlement and release agreement, the parties
exchanged mutual general releases without the payment by any party
of any amounts to any other.  Accordingly, the Company was
relieved of the $1.4 million claim of LIB-MP for accrued royalties
and other debt obligations without any payment.

                          About CirTran Corp

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

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

"The Company had a net loss of $2,540,462 and of $4,831,703 for
the nine months ended September 30, 2012 and 2011, respectively.
As of September 30, 2012, the Company had an accumulated deficit
of $50,314,609.  Cirtran incurred a net loss of $7.04 million in
2011, compared with a net loss of $4.95 million in 2010.

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


COLONNA MARBLE: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Colonna Marble Corp.
        1320 Garrison Avenue
        Bronx, NY 10474

Bankruptcy Case No.: 13-11171

Chapter 11 Petition Date: April 15, 2013

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Marc A. Pergament, Esq.
                  WEINBERG, GROSS & PERGAMENT, LLP
                  400 Garden City Plaza, Suite 403
                  Garden City, NY 11530
                  Tel: (516) 877-2424
                  Fax: (516) 877-2460
                  E-mail: mpergament@wgplaw.com

Scheduled Assets: $1,695,227

Scheduled Liabilities: $796,809

A copy of the Company's list of its 18 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nysb13-11171.pdf

The petition was signed by Maria Estrada, president.


CONNAUGHT GROUP: Judge Certifies Ex-Workers' WARN Class Action
--------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge on Wednesday certified a class of former
employees of high-end fashion retailer Connaught Group Ltd. who
claim they were not given adequate notice before they lost their
jobs when the company entered bankruptcy last year.

According to the report, U.S. Bankruptcy Judge Stuart M. Bernstein
said in a written decision that while the class members may be
treated differently under the U.S. Bankruptcy Code because of the
timing of their terminations, that distinction makes no difference
in this case.

                       About Connaught Group

The Connaught Group, Ltd. and four of its affiliates, Limited
Editions for Her of Nevada LLC; Limited Editions for Her of
Branson LLC; Limited Editions for Her LLC; and WDR Retail Corp.
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Lead Case No. 12-10512) on Feb. 9, 2012.

New York-based Connaught Group designs and has manufactured high-
end women's wear and then sells the finished clothing through an
innovative sales system outside the normal retail chain originally
created in 1981 by the Debtors' founder and iconic designer,
William D. Rondina.  The Company's sales are made primarily
through independent contractors who sell the clothing to their own
clients in private showings.  Through the Wardrobe Consultants,
the Debtors are able to offer the personalized service and
attention to detail absent from the conventional shopping
experience.  As of the Petition Date, the Debtors are affiliated
with more than 1,300 Wardrobe Consultants.  The Debtors also
operate 10 outlet stores throughout the country, but the Debtors
primarily only sell last season's clothing and other merchandise
to be liquidated at these stores.

A non-debtor Canadian subsidiary, The Connaught Group ULC, sells
the Debtors' clothing in eight outlet stores in Canada.  Three of
the Canadian stores are leased by The Connaught Group, Ltd.

Judge Stuart M. Bernstein presides over the case.  David L.
Barrack, Esq., Paul Jacobs, Esq., and Warren J. Nimetz, Esq., at
Fulbright & Jaworski L.L.P., serve as the Debtors' counsel.  Maury
Satin at Zygote Associates serves as the CRO.  Richter Consulting
acts as financial advisor and Consensus Advisory Services and
Consensus Securities LLC serve as financial advisors, consultants
and investment bankers.  Kurtzman Carson Consultants LLC serves as
administrative agent, and claims and noticing agent.

JPMorgan Chase is represented in the case by Andrew C. Gold, Esq.,
at Herrick, Feinstein LL.  Citibank is represented by Boris I.
Mankovetskiy, Esq., at Sills Cummis & Gross P.C.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler, PC.

The Connaught Group disclosed $50,644,694 in assets and
$61,303,340 in liabilities.  Limited Editions for Her LLC
disclosed $3,339,174 in assets and $15,888,714 in liabilities.
Limited Editions for Her of Nevada LLC disclosed $979,926 in
assets and $12,395,949 in liabilities.  Limited Editions for Her
of Branson LLC disclosed $3,339,174 in assets and $15,888,714 in
liabilities.  WDR Retail Corp. disclosed $0 in assets and
$12,395,949 in liabilities.  Connaught Group Limited was the 100%
shareholder of each of LEFH Nevada, LEFH Branson, LEFH, and WDR.

On Oct. 10, 2012, the Bankruptcy Court confirmed the Debtors'
Chapter 11 plan, which would pay unsecured creditors as much as
64%.  Unsecured claims were projected to total as much as $20
million.  A joint venture between Royal Spirit Group and Tom James
Co. acquired the Debtors' business in April for $20 million in
cash and assumed the lease for the Debtors' Manhattan
headquarters.  Royal Spirit, a non-insider with the largest claim,
waived a $5.4 million claim.  Secured claims were paid when
the sale was completed.


CPI CORP: Placed Into Receivership to Speed Up Sale Process
-----------------------------------------------------------
CPI Corp., CPI Portrait Studios of Canada Corp. and CPI Canadian
Images were placed into receivership on April 15, 2013, by the
Ontario Superior Court of Justice.  Duff & Phelps Canada
Restructuring Inc. was appointed as receiver.  The principal
purpose of the receivership proceedings is to create a stabilized
environment in order to carry out a process to solicit purchasers
for the Companies' business and assets in order to preserve the
going-concern value of the Companies.

The Companies' parent, US based CPI Corp. discontinued operations
on April 4, 2013, due to significant financial challenges and
ongoing operating losses.

Duff & Phelps intends to file a motion on April 30, 2013, to deal
the pension plan of CPI Corp. and other related matters.

During the receivership proceedings, the Companies' operations
will continue in the normal course.  Duff & Phelps is optimistic
that the stability required by the receivership proceedings will
provide the opportunity to advance and efficiently execute a sale
process with the objective of completing a going-concern
transaction in the best interests of the Companies' employees,
customers and other stakeholders.

A copy of the order is available for free at http://is.gd/BTm37r

                          About CPI Corp.

Headquartered in St. Louis, Missouri, CPI Corp. provides portrait
photography services at more than 2,500 locations in the United
States, Canada, Mexico and Puerto Rico and provides on location
wedding photography and videography services through an extensive
network of contract photographers and videographers.

The Company reported a net loss of $39.9 million on
$123.2 million of net sales for the 24 weeks ended July 21, 2012,
compared with a net loss of $5.6 million on $159.5 million of net
sales for the 24 weeks ended July 23, 2011.

The Company's balance sheet at July 21, 2012, showed $61 million
in total assets, $159.6 million in total liabilities, and a
stockholders' deficit of $98.6 million.


D & L ENERGY: Oil and Gas Driller Files in Youngstown, Ohio
----------------------------------------------------------
D & L Energy Inc., a manager and operator of 580 conventional oil
and gas wells in Ohio and Pennsylvania, filed a petition for
Chapter 11 protection (Bankr. N.D. Ohio Case No.
13-40813) on April 16 in Youngstown, Ohio, where it is based.

The company said the assets are worth more than $50 million and
liabilities are less than $10 million.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that financial problems resulted from cleanup costs
incurred when prior management authorized improper release of
waste water.  A former manager also diverted company funds for
noncompany purposes, according to a court filing.  Projected
income for the current fiscal year is about $2.2 million.

Judge Kay Woods oversees the case.  The report says Judge Woods
will conduct a 9:30 a.m. Friday hearing on the matter.

Matt Chiappardi of BankruptcyLaw360 reported that D & L Energy
sought bankruptcy just weeks after being hit with several lawsuits
alleging the firm wasn't paying its bills connected to a fracking
wastewater spill in January.

Vindy.com relates D & L Energy owner Ben Lupo, 62, has pleaded
innocent to a federal criminal charge of violating the Clean Water
Act in connection with the spill of brine and oil-based drilling
mud into a storm drain flowing into a Mahoning River tributary.
One of the cleanup companies, the report adds, Sunpro Inc. has
sued D&L in Mahoning County Common Pleas Court for $1 million in
unpaid cleanup costs.


D & L ENERGY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: D & L Energy, Inc., et al
        2761 Salt Springs Road
        Youngstown, OH 44509

Bankruptcy Case No.: 13-40813

Chapter 11 Petition Date: April 16, 2013

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Youngstown)

Judge: Kay Woods

Debtor's Counsel: Kathryn A. Belfance, Esq.
                  RODERICK LINTON BELFANCE, LLP
                  One Cascade Plaza, #1500
                  Akron, OH 44308
                  Tel: (330) 434-3000
                  Fax: (330) 535-0411
                  E-mail: kb@rlbllp.com
Debtor's
Local Counsel:    WALTER HAVERFIELD, LLP

Debtor's
Accountant:       Robert C. Thompson

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $10,000,000

The petition was signed by Nicholas C. Paparodis, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Sunpro, Inc.                       Cleanup and          $1,500,000
7640 Whipple Avenue, N.W.          Containment Costs
North Canton, OH 44720

Huntington National Bank           Blanket Lien         $1,300,000
310 Grant Street
Grant Building, 2nd Floor
Pittsburgh, PA 15219

Tom's Sewer & Drain Service, Inc.  Cleanup and            $631,856
P.O. Box 388                       Containment Costs
Girard, OH 44420

McJunkin Red Man Corporation       Trade Debt             $357,200
5550 Dunlap Road
Youngstown, OH 44515

Heavy Duty Industrial Services,    Cleanup and            $330,366
LLC                                Containment Costs
P.O. Box 309
McDonald, OH 44437

Christopher Zachar                 Former Investor        $189,000

Farmer's National Bank of Canfield Guarantee of Loan      $156,225

Stark & Knoll Co., LPA             Legal Services         $129,090

EnviroScience, Inc.                Environmental          $123,000
                                   Consulting Services

Dollar Leasing Corp.               Equipment Lease        $117,300

Edward Esposito                    Loan                    $75,000

Taft Stettinius & Hollister, LLP   Legal Services          $60,000

Yurchyk & Davis CPA's, Inc.        Professional Services   $57,564

Patriot Water Treatment, LLC       Utility Service         $52,635

RKL Co. LPA                        Legal Services          $35,827

Packer Thomas                      Professional Services   $15,485

Unifirst Corporation               Uniform Service         $10,910

Master Security, Inc.              Trade Debt               $8,919

Covey                              Trade Debt               $7,514

Elan Financial Services            Trade Debt               $5,215


DENNY'S CORP: FMR LLC Discloses 6.4% Equity Stake at April 9
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC and  Edward C. Johnson 3d disclosed
that, as of April 9, 2013, they beneficially own 5,962,194 shares
of common stock of Denny's Corporation representing 6.451% of the
shares outstanding.  FMR LLC previously reported beneficial
ownership of 14,252,381 common shares or a 14.790% equity stake as
of Feb. 13, 2012.  A copy of the amended filing is available at:

                        http://is.gd/ZNzGMn

                      About Denny's Corporation

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

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

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

                           *     *     *

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


DETROIT, MI: Takes Step to Restructure Debt Despite Protests
------------------------------------------------------------
Reuters reported that the Detroit City Council on Tuesday approved
a controversial contract to restructure the city's debt, despite a
protest that temporarily shut down the meeting.

According to the report, about two dozen protesters opposed to
Michigan Governor Rick Snyder's appointment last month of an
emergency manager to run Detroit linked arms and sang protest
songs, forcing Council President Charles Pugh to call for a recess
that lasted 90 minutes.  The council reconvened after about a
dozen police officers moved into the chamber and threatened to
arrest anyone who became unruly, the report said.

In a 5 to 2 vote, the council approved a six-month, $3.4 million
contract to hire the Jones Day law firm, the former employer of
Emergency Manager Kevyn Orr, to help negotiate agreements with
creditors, the report added.  Under Michigan law, Orr has the
final say on contracts for the cash-strapped city.


DEX ONE: Gets Court's Nod to Retain Bankruptcy Professionals
------------------------------------------------------------
Dex One Corp. and its affiliates obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to retain (1)
Kirkland & Ellis LLP, (2) Pachulski Stang Ziehl & Jones LLP, (3)
Houlihan Lokey Capital, Inc., and (4) Epiq Bankruptcy Solutions,
LLC to provide professional services during the pendency of their
bankruptcy cases.

Kirkland & Ellis will serve as the Debtors' bankruptcy counsel,
Pachulski Stang as co-counsel, Houlihan Lokey as investment banker
and financial advisor, and Epiq as administrative advisor.

As administrative advisor, Epiq will assist in the solicitation
and calculation of votes on the Debtors' Chapter 11 plan, as well
as in the preparation of reports.

As previously reported on The Troubled Company Reporter, Houlihan
Lokey, in exchange for its services, will be entitled to a
$175,000 monthly fee and a $10 million fee on the closing of the
Merger & Acquisition Transaction with SuperMedia Inc., among other
things.

The bankruptcy professionals will be paid for their services on
Court-approved rates, and will be reimbursed for necessary and
reasonable costs and expenses.  Hourly rates for Kirkland & Ellis
professionals range from $150 to $1,150, while hourly rates for
Pachulski professionals range from $295 to $975.

                          About Dex One

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

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

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

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

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


DYNEGY INC: Settles $1.6MM Shareholder Class Action
---------------------------------------------------
Jeremy Heallen of BankruptcyLaw360 reported that a Texas appeals
court on Tuesday overturned a $1.6 million judgment in a
shareholder class action alleging Dynegy Inc. directors tried to
sell the electric utility below market value before its bankruptcy
reorganization last year, citing a settlement the company reached.

According to the report, the First District Court of appeals
vacated a 2011 judgment in favor of Colleen Witmer and other
shareholders who had claimed Dynegy directors twice tried to sell
the company for less than its true value before restructuring
through Chapter 11 last year.

                         About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Holdings and its parent, Dynegy Inc., completed their
Chapter 11 reorganization and emerged from bankruptcy Oct. 1,
2012.  Under the terms of the DH/Dynegy Plan, DH merged with and
into Dynegy, with Dynegy, Inc., remaining as the surviving entity.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., won confirmation of
their plan of liquidation in March 2013, allowing the former
operating units of Dynegy to consummate a settlement agreement
resolving some lease trustee claims and sell their facilities.


EAGLE POINT: Court Confirms Reorganization Plan
-----------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon last month
entered an amended order confirming Arthur C. Galpin and Eagle
Point Developments, LLC's Second Amended Joint Plan of
Reorganization, dated Sept. 28, 2012.

As reported in the TCR on Feb. 18, 2013, according to the
Disclosure Statement, with respect to EPD, the Debtors have
recently obtained an appraisal of the Eagle Collateral which,
although still conservative in the Debtors' opinion, establishes
that transfer to US Bank/SAG of the Eagle Collateral will more
than fully satisfy all indebtedness owed to US Bank/SAG and
eliminate any basis for allowance of an unsecured deficiency or
guaranty claim against the EPD and Galpin estate.

Additional adjustments and modifications of loans of secured
creditors are proposed in the Plan and are intended to track
market conditions.  The Plan also disallows disputed, contingent
and unliquidated Guaranty Claims, except those as to which the
Plan specifically provides the applicable secured creditor with
different treatment and such secured creditor accepts such
treatment by voting in favor of the Plan.  Due to the value of the
collateral for all guaranteed loans, the Debtors do not believe
any creditor will suffer financial loss as a result of
modification of any loan and/or disallowance of a Guaranty Claim.
Galpin and EPD anticipate, and the Plan provides, for payment in
full of all Allowed Claims.

Class 1 includes the Secured, Deficiency and Guaranty Claims of US
Bank/SAG against EPD and Galpin, as applicable.  These Claims will
be satisfied in full by, at US Bank/SAG's option, the Debtors
deeding the Eagle Collateral to US Bank and/or SAG, either
pursuant to the Plan or by the parties' execution of the
Settlement Agreement attached as Exhibit A to the Plan.

Class 2 (EPD HOA Secured Claim) will retain its lien on Eagle
Collateral after the deed of the property to US Bank/SAG as
described above, but will not receive a distribution under the
Plan.

Likewise, with respect to all real property assets covered by the
Plan, the Class 22 Property Tax secured creditors shall
retain their liens on such property with the same priority as such
liens had on the Petition Dates.

The Classes 12-17 Claims of Evergreen have been resolved via a
court approved settlement prior to submission of the Plan. The
Plan contemplates performance of the Evergreen Settlement and
disallowance of any other claims of Evergreen, including, without
limitation, any Unsecured or Guaranty Claims.

The Plan further provides for payment in full of all allowed
general unsecured claims in Classes 25 and 26, overtime, with
interest as provided in the Plan.

Class 27 consists of Galpin's equity interest in EPD, which shall
be retained by Galpin; however, no cash distributions on account
of EPD assets will be made to creditors of the Galpin estate until
Class 25 EPD Unsecured Creditors are paid in full.

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

           http://bankrupt.com/misc/eaglepoint.doc188.pdf

                  About Eagle Point Developments

Eagle Point Developments, in Medford, Oregon, developed the Eagle
Point Golf Course, which was built in 1996.  Eagle Point filed for
Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 12-60353) on
Feb. 1, 2012.  Judge Thomas M. Renn oversees the case, taking over
from Judge Frank R. Alley III.  Sussman Shank LLP serves as
bankruptcy attorneys.  The petition was signed by Arthur Critchell
Galpin, managing member.

Eagle Point's case is jointly administered with Mr. Galpin's
personal bankruptcy case (Bankr. D. Ore. Case No. 12-60362), which
is the lead case.  In schedules, Mr. Galpin disclosed total assets
of $35.7 million and total liabilities of $51.7 million.

The U.S. Trustee said that an official committee has not been
appointed in the bankruptcy cases of the Debtors.


EASTMAN KODAK: Wins Approval to File Chapter 11 Plan Until May 31
-----------------------------------------------------------------
U.S. Bankruptcy Judge Allan Gropper extended Eastman Kodak Co.'s
exclusive right to file a Chapter 11 plan to May 31, and to
solicit votes from creditors to July 31.

The extension bars creditors and other parties from filing rival
plans and maintains Kodak's control over its restructuring.

                       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: To Pay Employee Bonuses on April 25
--------------------------------------------------
The Democrat and Chronicle reports that Eastman Kodak Co. said
Tuesday it is bringing back bonuses for all employees.  According
to the report, Kodak spokesman Christopher Veronda said:

     -- hourly employees will receive a 5.5% bonus, based on
        their 2012 income, on April 25;

     -- Exempt and executive employees will receive variable pay
        plan bonuses, with the payout to be based on performance
        against personal and corporate goals. Those workers will
        receive part of their bonus April 25 and the rest on
        Dec. 5.

Tehe report relates Mr. Veronda said Kodak first got creditor
approval for the latest wage dividend bonuses. The bonuses for
management and executives previously had been approved by U.S.
Bankruptcy Court.

                        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: Wins Court Approval to Sign New EPM Contracts
------------------------------------------------------------
Eastman Kodak Co. received the green light from Judge Allan
Gropper to enter into new microfilm sales and service agreements
with Eastman Park Micrographics Inc.

The terms of the new agreements are detailed in a term sheet,
which is available for free at http://is.gd/KW4qkY

The companies negotiated on the term sheet to resolve certain
issues raised by Eastman Park's previous proposal to cancel its
service provider agreement with Kodak.

Kodak signed the service provider agreement to provide services to
its customers in U.S. and Canada.  It is one of the contracts
executed by the companies after Eastman Park acquired most of
Kodak's microfilm sales and service line of business in 2011.

                       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: Wins Court Nod to Extend Term of Carestream Deal
---------------------------------------------------------------
Eastman Kodak Co. won court approval to extend the term of its
services agreement with Carestream Health, Inc. to April 30, 2020.

The companies signed the agreement in 2007 following the sale of
Kodak's global medical and dental imaging business to Carestream.

The agreement governs the provision of utility services necessary
to Kodak's and Carestream's respective operations in Weld County,
Colorado.

                       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: Wins Court Approval of New ORIC Policy Terms
-----------------------------------------------------------
U.S. Bankruptcy Judge Allan Gropper issued an order authorizing
Eastman Kodak Co. to agree to the accommodations requested by Old
Republic Insurance Co. as condition for the renewal of its
insurance policies.

The court order also authorized ORIC and its Canada-based
affiliate to cancel their insurance policies for the year May 1,
2012-May 1, 2013.

As reported in the April 1, 2013 edition of the TCR, the insurance
firms agreed to continue to provide insurance coverage to Kodak
for the policy year May 1, 2013-May 1, 2014 on the condition that
the company gets approval of the accommodations requested by the
firms.

ORIC requested that any post-petition obligations under the
policies as well as those obligations connected with future
renewal of Kodak's insurance coverage be entitled to priority
under section 503(b) of the Bankruptcy Code.  The insurance firm
also requested that those obligations be considered as necessary
expenses of Kodak's estate and paid in the ordinary course of
business.

                       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.


ERICKSON AIR-CRANE: Moody's Gives B1 CFR & Rates $400MM Notes B1
----------------------------------------------------------------
Moody's Investors Service assigned debt ratings to Erickson Air-
Crane Incorporated: Corporate Family of B1, Probability of Default
of B1-PD and Speculative Grade Liquidity rating of SGL-2. The
outlook is stable. These are first time ratings assigned to EAC.

Moody's also assigned a B1 rating to the $400 million of second
lien senior secured notes due 2020 ("Notes") that the company
plans to issue. The proceeds of the Notes will fund the repayment
of EAC's existing debt of about $110 million, a portion of the
purchase prices of the two acquisitions it announced in March
2013, Evergreen Helicopters Incorporated ("EHI") and Air Amazonia,
planned investments to improve the condition of EHI's helicopter
fleet and transaction expenses.

Approximately $47.5 million of new convertible preferred stock and
$17.5 million of subordinated notes of EAC will finance the
balance of the up-front consideration for the EHI acquisition.
These companies will be acquired for aggregate consideration
valued at $315 million. In connection with the acquisition of EHI,
EAC will also purchase for $13 million, nine aircraft currently
under operating lease to EHI. EAC will also arrange a new, unrated
$100 million revolving credit facility due in 2018 to support its
liquidity.

Assignments:

Issuer: Erickson Air-Crane Incorporated

Corporate Family Rating, Assigned B1

Probability of Default Rating, Assigned B1-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Senior Secured Regular Bond/Debenture, Assigned B1 (LGD4, 52%)

Ratings Rationale:

The B1 CFR considers EAC's leading position in the global heavy-
lift helicopter industry and the enhancements to its franchise
that will result from the planned acquisitions. The acquisitions
will expand the company's fleet from 22 helicopters to almost 100
aircraft, spanning heavy-lift, medium and light classifications
and including 12 fixed wing aircraft. Both targets bring Federal
Aviation Regulation Part 135 Aviation Operating Certificates,
which permit civil passenger transport while EHI also brings
Commercial Airlift Review Board ("CARB") certification, which
permits transport of passengers and or cargo for the U.S.
Department of Defense. The larger enterprise will have a broader
service offering and lower concentration of customers, industries
served and geography.

The mostly contracted revenue model supports the ratings
assignment as do pro forma credit metrics and good liquidity.
Moody's anticipates pro forma Debt to EBITDA in the mid-four times
range and EBIT to interest of almost two times, including treating
75% of the $47.5 million of preferred stock as debt pursuant to
its standard adjustments for hybrid securities. Credit metrics
should strengthen through 2014 as the investments EAC will make in
EHI's fleet improve its ability to service the EHI contracts it
will acquire. The excess capacity of both acquired fleets will
provide the ability to bid on new business opportunities, for more
of existing customers' transportation needs and from new
customers. Moody's expects the preferred stock to convert to
common shares in the near term, reducing adjusted debt by about
five percent.

EAC expects modest cost synergies from the transaction, which
reduces risk of underperforming its financial projections.
However, EAC expects to increase the volume of materials, repair
and overhaul (MRO) work at its existing facility in Portland,
Oregon, including by expanding the number of certifications from
manufacturers for some of the helicopter models it will acquire.
Over $45 million of unrestricted cash, a new, five-year $100
million asset-based revolving credit facility that Moody's expects
to remain undrawn and the ability to sell aircraft provide good
liquidity, which supports the ratings assignment.

The stable outlook reflects Moody's belief that integration risk
is low and manageable and that demand across the government and
commercial customer base and various industry sectors is not
likely to wane in upcoming years. A positive rating action could
follow if EBIT margin is sustained above 20%, Debt to EBITDA
approaches 4.0 times, or FFO + Interest to Interest 2.5 times.
Positive free cash flow that is applied to debt reduction could
also support a positive rating action as could outperformance of
the financial plan that results in an increase in the annual run
rate of revenues to north of $600 million and no deterioration in
current credit metrics. Increasing the utilization of the larger
fleet through awards of new contracts should allow the company to
outperform its projections. A negative rating action could follow
if the company executes additional acquisitions that are mostly
debt-funded and lead to a weakening of credit metrics. Debt to
EBITDA that is sustained above 5.0 times, FFO + Interest to
Interest below 2.0 times, Retained Cash Flow to Net Debt that
approaches 12% or sustained negative free cash flow could lead to
a downgrade of the ratings.

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

Erickson Air-Crane, headquartered in Portland, Oregon, specializes
in the operation and manufacture of the Erickson S-64 Aircrane
(the "Aircrane"), a versatile and powerful heavy-lift helicopter.
Erickson Air-Crane owns and operates a fleet of 20 Aircranes,
which are used to support a wide variety of government and
commercial customers worldwide across a broad range of aerial
services, including firefighting, timber harvesting,
infrastructure construction, and crewing. Erickson Air-Crane also
manufactures Aircranes and related components for sale to
government and commercial customers and provides aftermarket
support and maintenance, repair, and overhaul services for the
Aircrane and other aircraft.


ERICKSON AIR-CRANE: S&P Assigns 'B' CCR & Rates $400MM Notes 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Erickson Air-Crane Inc.  The outlook is
stable.  S&P also assigned a 'B' issue rating to the company's
proposed $400 million senior notes due 2020, with a recovery
rating of '3', indicating its expectation that lenders would
receive a meaningful (50%-70%) recovery in the event of a payment
default.

"The ratings on Erickson reflect the company's significant pro
forma debt levels, execution risk related to its two pending
acquisitions (which will more than double the size of the
company), and capital intensity," said Standard & Poor's credit
analyst Lisa Jenkins.  Offsetting these risks somewhat is the
company's favorable near term operating outlook (based, in part,
on a largely contracted revenue stream) and improved end market
and customer diversity resulting from the acquisitions.  S&P
characterizes the company's business position as "weak" and its
financial profile as "highly leveraged."

Erickson currently offers heavy lift helicopter services to
primarily firefighting, timber harvesting, and oil and gas
exploration customers.  It also provides maintenance, repair and
overhaul (MRO) services on certain types of helicopters.  The
company is in the process of acquiring Evergreen Helicopters Inc.
(a subsidiary of Evergreen International Aviation Inc.) and Air
Amazonia (a subsidiary of HRT Participacoes em Petroleo S.A.).
These acquisitions will broaden the company's service offerings
(e.g. by adding passenger and medium- and light-lift capabilities)
and significantly diversify its end markets and customer base.
Evergreen Helicopters generates the bulk of its revenues from
contracts with the U.S. Department of Defense (DoD) and related
contractors (a new market niche for Erickson).  The Air Amazonia
deal comes with a three-year contract to serve the on-shore oil
and gas market in Brazil and provides an entree for Erickson to
expand its business in the region.  With the addition of these new
markets, the company's exposure to its traditional, more cyclical
end markets is reduced, as is the company's reliance on certain
customers, which reduces recontracting risk somewhat.

Despite the benefits that Erickson will reap as a result of the
two pending deals, the transactions are not without their risks.
Managing and integrating the acquisitions will be a considerable
undertaking, given their size and scope.  In addition, Erickson is
using debt to finance the deals, which means that debt levels will
increase significantly (especially after factoring in lease
obligations that come with the Evergreen acquisition).  On a pro
forma basis, S&P projects that debt to EBITDA will be 4.5x over
the coming year.  S&P expects Erickson to benefit from some
synergies after it merges the new businesses, but S&P believes it
will take time to achieve all of the benefits and S&P do not
expect a significant improvement in credit metrics over the next
year.

The outlook is stable.  While S&P believes the pending
acquisitions will bolster Erickson's business profile, it also
believes the company will face significant integration challenges
given the scale and scope of the transactions it is undertaking.
S&P believes this integration risk will preclude an upgrade over
the coming year.  Still, if the integration goes well and the
company improves its credit metrics so that debt to EBITDA
improves to 4.0x (on a pro forma basis) and S&P believes it will
stay at or below that level, it could raise the ratings.  S&P
believes Erickson will maintain adequate liquidity over the coming
year, which should limit downside rating potential.  If unexpected
operational issues arise from managing a much larger and more
diverse company and debt to EBITDA (pro forma for a full year of
results of acquired operations) increases to 5.5x, S&P could lower
the ratings.


FAIRFIELD SENTRY: 2nd Circ. Defines "Center of Main Interests"
--------------------------------------------------------------
Tom Hals, writing for Reuters, reported that a federal appeals
court has resolved a split among judges in U.S. Bankruptcy Court
in Manhattan that could help determine when recognition as a
foreign main proceeding should be granted in Chapter 15 bankruptcy
petitions.

According to the Reuters report, the ruling by the 2nd U.S.
Circuit Court of Appeals also helped clarify that liquidators of
investment funds chartered offshore will not be precluded from
U.S. courts under Chapter 15.

The ruling determined that judges should look to the location of a
company's "center of main interests" at the time of its Chapter 15
petition to determine if it qualifies for recognition as a foreign
main proceeding by U.S. courts, Reuters related.  Such recognition
allows foreign companies to benefit from the automatic stay of
legal action against them in the United States. It also clears the
way for a U.S. bankruptcy judge to assist the foreign insolvency
action.

Tuesday's ruling by Chief Judge Dennis Jacobs, Judge Ralph Winter
and District Court Judge Laura Swain stems from a dispute
involving Fairfield Sentry, which was the largest feeder fund for
Bernard Madoff.  Reuters said it affirmed lower court rulings and
rejected a differing approach in 2011 by Judge Allan Gropper of
the U.S. Bankruptcy Court in Manhattan.

According to Reuters, the Fairfield Sentry fund had channeled more
than $7 billion to Madoff by the time he was arrested on Dec. 11,
2008, and his massive Ponzi scheme was exposed.  After the Madoff
fraud was revealed, Fairfield Sentry halted redemptions and
eventually entered liquidation in July 2009 in the British Virgin
Islands, where it was chartered.  The firm's investment manager,
Fairfield Greenwich Group, had carried out the fund's daily
business and was located in New York.

Fairfield Sentry asked the U.S. Bankruptcy Court in Manhattan to
recognize the British Virgin Islands action as the foreign main
proceeding under Chapter 15 of the U.S. bankruptcy code.

Recognition would allow Fairfield Sentry to benefit from the
automatic stay, but it was opposed by shareholder Morning Mist
Holdings Ltd, which had brought a derivative lawsuit against the
fund's directors, managers and service providers.

                  'Center of Main Interests'

In recognizing the British Virgin Islands liquidation as the
foreign main proceeding, U.S. Bankruptcy Court Judge Burton
Lifland found Fairfield Sentry's "center of main interests" was
the BVI, Reuters related.  He considered the period after the fund
ceased investment operations and was winding down.

Morning Mist appealed, arguing that Fairfield Sentry's 18-year
history showed the center of main interest was New York, Reuters
said.  It pointed to a separate case involving Millennium Global
Emerging Credit Master Fund. Gropper of the U.S. Bankruptcy Court
ruled the center of main interests was determined on the day the
business was placed into liquidation, not the day it sought
Chapter 15 protection.

The Reuters report said the 2nd Circuit disagreed with Morning
Mist, noting that the language in the statute suggested judges
should look at the location of the main operations at or around
the time of the Chapter 15 filing.

"We reject Morning Mist's invitation for us to consider the
debtor's entire operational history," wrote Jacob in a 32-page
opinion, according to Reuters.

The case is In the Matter of Fairfield Sentry Limited, Morning
Mist Holdings Limited v. Kenneth Krys, U.S. Court of Appeals for
the 2nd Circuit, No. 11-4376.

                      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.).

                     About Fairfield Sentry

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.  Fairfield Sentry and other Greenwich funds had among the
largest exposures to the Bernard L. Madoff fraud.

Fairfield Sentry Limited filed for Chapter 15 protection (Bankr.
S.D.N.Y. Case No. 10-13164) on June 14, 2010.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-16229) on Nov. 19, 2010,
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.

On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of US$3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Mr. Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds
invested about US$4.5 billion with BLMIS.

Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.


FIELD FAMILY: Hearing for Extension of Exclusive Periods on May 1
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has set for May 1, 2013, at 1:30 p.m., the hearing for Field
Family Associates, LLC's request for extension of the exclusive
periods.

The Debtor asks the Court to further extend its exclusive periods
(i) to file a Chapter 11 plan of reorganization for approximately
120 days, through and including Sept. 9, 2013, and (ii) to
solicit acceptances of that plan for approximately 120 days,
through and including Nov. 6, 2013.

The Debtor says that it is presently positioned over the next
several months to formulate and negotiate the terms of a Chapter
11 plan.  The Chapter 11 plan contemplated at the outset of this
bankruptcy case was likely to involve a third-party sale
transaction.  As the case has progressed, however, the Debtor has
also considered its ability to propose and confirm a non-sale
plan.  Though considerations of both sale and non-sale options are
ongoing, the Debtor anticipates a non-sale reorganization funded
through internal resources, which will permit the Debtor to
finance a property improvement plan, renew its franchise
agreement, reinstate the mortgage, and make distributions to
creditors.

As reported in the Troubled Company Reporter on Jan. 22, 2013, the
Court extended the Debtor's exclusive plan filing period and
exclusive solicitation period until May 10, 2013, and July 9,
2013, respectively.  The Debtor related that it has engaged in
discussions with multiple third parties who are interested in a
potential sale transaction that would be incorporated in a Chapter
11 plan.  Management believes that, given additional time, it can
successfully propose a confirmable plan, the Debtor stated.

                        About Field Family

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a Joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Debtor owns and operates a 216-room hotel located at
144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Catherine G.
Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.

The U.S. Trustee appointed a three-member creditors committee.
Hangley Aronchick Segal Pudline & Schiller represents the
Committee.


FIELD FAMILY: Court Okays Cash Collateral Use Until June 24
-----------------------------------------------------------
The Hon. Stephen Raslavich of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania has authorized Field Family
Associates, LLC, to use cash collateral until June 24, 2013.

As adequate protection, Wells Fargo Bank, N.A., is granted valid,
perfected liens and enforceable post-petition replacement security
interests in all property of the Debtor.  The Debtor will also pay
the Lender from cash collateral the mortgage interest discrepancy
in the total amount of $5,704.98.

The Lender serves as Trustee for the Registered Holders of J.P.
Morgan Chase Commercial Mortgage Securities Trust 2007-CIBC18,
Commercial Mortgage Pass-Through Certificates, Series 2007-
CIBC18).  The Lender said that as of July 2, 2012, it is
owed not less than $38.9 million under the loan documents.

The Debtor previously objected on March 15, 2013, the Debtor's
cash collateral use, saying, among other things, that on March 14,
the Debtor's counsel submitted to the Lender's counsel the
operating budget contemplated for the period beginning April 1,
2013, and ending the week of June 24, 2013.  The Lender stated
that it has not had sufficient time to complete its review of the
budget.  The Lender's counsel initially pointed out to the
Debtor's counsel that the mortgage interest and escrow payment
amounts in the proposed budget weren't consistent with the loan
documents and need corrected.

The Court has set for June 26, 2013, at 1:30 p.m., the final
hearing on the Debtor's use of cash collateral.

                        About Field Family

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a Joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Debtor owns and operates a 216-room hotel located at
144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Catherine G.
Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.

The U.S. Trustee appointed a three-member creditors committee.
Hangley Aronchick Segal Pudline & Schiller represents the
Committee.


FIGUEROA TOWER: US Bank Wrongfully Foreclosed on LA Skyscraper
--------------------------------------------------------------
Kaitlin Ugolik of BankruptcyLaw360 reported that the bankrupt
owners of a Los Angeles skyscraper launched a breach of contract
suit against U.S. Bank NA on Monday, claiming the bank wrongfully
foreclosed on the downtown LA building and withheld payments set
aside for tenant improvements and leasing commissions expended by
the owners.

According to the report, Figueroa Tower I LP and its fellow now-
defunct entities Figueroa Tower II LP and Figueroa Tower III LP,
claimed that, between 2009 and 2011, U.S. Bank declared a number
of defaults under the agreements related to a $62 million loan.

Figueroa Tower I LP, along with two affiliates, sought Chapter 11
protection (Bankr. C.D. Calif. Case No. 11-40231) on July 14,
2011.  David L. Neale, Esq., at Levene Neale Bender Rankin & Brill
LLP, in Los Angeles, California, serves as counsel.  The Debtor
estimated assets and debts of $50,000,001 to $100,000,000 as of
the Chapter 11 filing.


FIRST PHILADELPHIA: Hearing on Case Dismissal Set for April 30
--------------------------------------------------------------
The Hon. Gloria M. Burns of the U.S. Bankruptcy Court for the
District of New Jersey will hold a hearing on April 30, 2013, at
2:00 p.m., to consider Susquehanna Bank's motion for the dismissal
of First Philadelphia Holdings, LLC's Chapter 11 case.

The Bank asks for the dismissal of the case or, in the
alternative, for relief from the stay to prosecute a foreclosure
action as to the real property located at 6501 New State Road aka
Tacony Street, Philadelphia, Pennsylvania, claiming that the
Debtor hasn't paid any monies since 2010 and isn't paying the real
estate taxes assessed against the mortgaged property.

In December 2012, the Bank was obliged to pay $100,759.37 to
satisfy part of the real estate taxes due and owing.  According
to the Bank, the balance due to the Bank on the judgment is
$5.63 million as of April 8, 2013.

In August 2008, the Debtor borrowed $4.72 million from the Bank.
In conjunction with that loan, the Debtor executed and delivered a
mortgage note to the Bank.  To secure the loan and the Note, the
Debtor entered into an open end mortgage and security agreement
and fixture filing for $4.72 million.  The address of the
mortgaged property is 6501 New State Road, Philadelphia,
Pennsylvania, and known as Parcel No. 88-4-1790-00.  In
conjunction with the loan, Burnt Mill Associates, Woodlane
Associates LP and George M. Diemer executed a guaranty and
suretyship agreement.

According to the Bank, the Debtor failed to make payment in full
due on Jan. 1, 2011.  The Bank said that despite demand and
notices of default, the Debtor and the Guarantors didn't cure that
default.  As of March 21, 2011, the Debtor and the Guarantors owed
the Bank $5.03 million.

The Bank filed a writ of execution upon the Mortgaged Property
directing the Sheriff of Philadelphia County to conduct a
sheriff's sale of the property in foreclosure.  The sale was
scheduled for Feb. 5, 2013, but "didn't proceed because the Debtor
filed its petition on Dec. 26, 2012," the Bank says in a court
filing dated April 9, 2013.

The Bank arranged for appraisals of the Mortgaged Property,
the most recent appraisal was obtained earlier this year, from
Integra Realty Resources.  Integra opined that the appraised
market value of the Mortgaged Property in its as is condition, as
of Feb. 2, 2013, was $3.37 million and the liquidation value was
$2.36 million.

The Bank is represented by:

      William G. Wright
      Shareholder
      Capehart & Scatchard, P.A.
      A Professional Corporation
      8000 Midlantic Drive, Suite 300S
      P.O. Box 5016
      Mt. Laurel, NJ 08054-5016
      Tel: (856) 914-2045
      Fax: (856) 235-2786

                     About First Philadelphia

First Philadelphia Holdings, LLC, filed a Chapter 11 petition
(Bankr. D.N.J. Case No. 12-39767) on Dec. 21, 2012.  The Debtor
scheduled $15,000,000 in assets and $10,346,981 in liabilities as
of the Chapter 11 filing.  Judge Gloria M. Burns presides over the
case.

Maureen P. Steady, Esq., who has an office in Marlton, New Jersey,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $15,000,000 in total assets and $10,346,981 in
total liabilities.


FIRST PHILADELPHIA: Plan Confirmation Hearing Set for April 30
--------------------------------------------------------------
Judge Gloria M. Burns of the U.S. Bankruptcy Court for the
District of New Jersey has approved the disclosure statement
explaining First Philadelphia Holdings, LLC's Chapter 11 Plan of
Liquidation and scheduled an April 30, 2013, hearing on the
confirmation of the Plan.

The Plan will be funded by the sale of the Debtor's real estate
assets located at 6501 New State Road, a/k/a Tacony Street, in
Philadelphia, Pennsylvania.  The Debtor's 100% owner and managing
member, George M. Diemer, has committed to fund a distribution to
unsecured creditors in the amount of $20,000, thereby securing a
dividend to unsecured creditors.  As of March 25, 2013, the Debtor
estimates the percentage distribution to general unsecured
creditors to be 8.42%.

If the Property is not sold on or before Dec. 26, 2013, except to
the extent that Pennsylvania Infrastructure Investment Authority
has been paid by some other means, and subject to the claims of
the City of Philadelphia and Susquehanna Bank, the Debtor will
surrender the Property and any other collateral securing the Penn
Vest Claim in full settlement, satisfaction, release and discharge
of all of its claims and liens.

Mr. Diemer's interest in the Debtor is subordinated to the general
unsecured claims and he will not receive any distribution under
the Plan.

Susquehanna Bank, a secured creditor of the Debtor, objects to the
Liquidating Plan complaining that it is patently unconfirmable.
The Bank pointed out that although the Debtor?s bankruptcy
Schedules shows the property having a value as of the Petition
Date of $15,000,000, that figure does not represent the current
fair market value.  Integra Realty Resources has opined that the
Debtor?s property has a value, as of February 2, 2013, of
$3,370,000.  The Bank also notes that the Debtor does not have any
liquid assets.

The Bank complains that notwithstanding the lack of funds
available to the Debtor upon confirmation, the Debtor puts forth a
Plan which blindly proposes to pay immediately upon the Effective
Date in cash priority tax claims, and allowed administrative
claims, including all professionals? compensation reimbursement.

A full-text copy of the Disclosure Statement dated March 25, 2013,
is available for free at:

     http://bankrupt.com/misc/FIRSTPHILADELPHIAds0325.pdf

                     About First Philadelphia

First Philadelphia Holdings, LLC, filed a Chapter 11 petition
(Bankr. D.N.J. Case No. 12-39767) on Dec. 21, 2012.  The Debtor
scheduled $15,000,000 in assets and $10,346,981 in liabilities as
of the Chapter 11 filing.


FIRST PHILADELPHIA: Has OK to Hire Maureen P. Steady as Counsel
---------------------------------------------------------------
First Philadelphia Holdings, LLC, obtained authorization from the
Hon. Gloria M. Burns of the U.S. Bankruptcy Court for the District
of New Jersey to employ Maureen P. Steady, Esq., to serve as
counsel.

As reported by the Troubled Company Reporter on Jan. 11, 2013, Ms.
Steady will provide the Debtor with general legal representation
of the Debtor, prepare pleadings, represent the Debtor in
Bankruptcy Court and in dealings with creditors, and will
represent the Debtor in negotiating and confirming a
reorganization plan.

                     About First Philadelphia

First Philadelphia Holdings, LLC, filed a Chapter 11 petition
(Bankr. D.N.J. Case No. 12-39767) on Dec. 21, 2012.  The Debtor
scheduled $15,000,000 in assets and $10,346,981 in liabilities as
of the Chapter 11 filing.  Judge Gloria M. Burns presides over the
case.

In its schedules, the Debtor disclosed $15,000,000 in total assets
and $10,346,981 in total liabilities.


FIRST PHILADELPHIA: Has Court OK to Hire Newmark Grubb as Realtor
-----------------------------------------------------------------
The Hon. Gloria M. Burns of the U.S. Bankruptcy Court for the
District of New Jersey granted First Philadelphia Holdings, LLC,
permission to employ Joseph Sklencar and his firm Newmark Grubb
Knight Frank as to assist the Debtor in marketing and selling its
real property.

The Debtor seeks to market and sell its real property at 6501 New
State Road, aka Tacony Apartment Development Site.  The listing
price of the Property is $10.20 million.  Newmark Grubb will be
paid 6% of the final consideration payable at closing.

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

                     About First Philadelphia

First Philadelphia Holdings, LLC, filed a Chapter 11 petition
(Bankr. D.N.J. Case No. 12-39767) on Dec. 21, 2012.  The Debtor
scheduled $15,000,000 in assets and $10,346,981 in liabilities as
of the Chapter 11 filing.  Judge Gloria M. Burns presides over the
case.

Maureen P. Steady, Esq., who has an office in Marlton, New Jersey,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $15,000,000 in total assets and $10,346,981 in
total liabilities.


FIRST SECURITY: April 10 is Record Date for Rights Offering
-----------------------------------------------------------
The record date for the previously announced rights offering to
shareholders of First Security Group, Inc., will be April 10,
2013.  In the Rights Offering, shareholders of record as of
April 10, 2013, will be entitled to purchase two shares of common
stock for every share of common stock owned at a subscription
price of $1.50 per share.  Offers and sales to persons in the
Rights Offering will only be made pursuant to an effective
registration statement under the Securities Act.

The rights will be non-transferable and will provide for purchase
of up to $5 million of Common Stock.

                     About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in
Chattanooga, Tennessee, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has recently incurred substantial
losses.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.

The Company reported a net loss of $23.06 million in 2011, a net
loss of $44.34 million in 2010, and a net loss of $33.45 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $1.11
billion in total assets, $1.07 billion in total liabilities and
$44.72 million in total shareholders' equity.


FRANCISCAN HOTEL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Franciscan Hotel, LLC
        c/o Ken Wong 675 N. Euclid Street, #448
        Anaheim, CA 92801
        Tel: (714) 681-0559

Bankruptcy Case No.: 13-13240

Chapter 11 Petition Date: April 11, 2013

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

Judge: Catherine E. Bauer

Debtor's Counsel: Richard E. Dwyer, Esq.
                  LAW OFFICE OF RICHARD DWYER
                  2828 Cochran Street, #350
                  Simi Valley, CA 93065
                  Tel: (747) 224-7956
                  Fax: (888) 370-4593
                  E-mail: attorneyricharddwyer@gmail.com

Scheduled Assets: $3,545,000

Scheduled Liabilities: $1,520,000

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Kenneth Wong, CEO.


FULLER BRUSH: Hires Sierra Constellation as Restructuring Advisors
------------------------------------------------------------------
The Fuller Brush Company, Inc., and its debtor-affiliates sought
and obtained court permission to employ Sierra Constellation
Partners, LLC, as their restructuring advisors nunc pro tunc to
January 2, 2013.

As previously reported, the Court approved (i) the retention of
Conway MacKenzie Management Services, LLC, to provide
restructuring management and advisory services to the Debtors, and
(ii) the appointment of Lawrence Perkins as the Debtors' chief
restructuring officer.

Mr. Perkins has served in his capacity as CRO since before the
bankruptcy filing and has successfully guided the Debtors through
their Chapter 11 cases.  The CRO terminated his association with
Conway and now is the CEO of Sierra.  Consequently, the Debtors
terminated the engagement letter with Conway and entered into an
engagement letter with Sierra on January 2, 2013.

The services that Sierra will provide to the Debtors will be
substantially the same as those that the Court authorized to be
provided by Conway.

Pursuant to the Sierra Engagement Letter, Sierra will be
compensated for its services on an hourly basis at hourly rates
ranging from $95 (restructuring assistant) to $472.50 (CRO). Under
the prior engagement letter with Conway, the hourly rates ranged
from $130 (paraprofessional) to $595 (senior managing director).
The Sierra retention will represent a significant reduction in the
hourly rates charged for the same services provided by Conway.

Apart from Mr. Perkins's pre-petition employment by the Debtors as
CRO, the Debtors submit that Sierra is otherwise a "disinterested
person" as that term is defined by Section 101(14) of the
Bankruptcy Code.

                      About The Fuller Brush

The Fuller Brush Company -- http://www.fuller.com/-- sells
branded and private label products for personal care, commercial
and household cleaning and has a current catalog of 2,000 cleaning
products.  Some of Fuller's retail partners include Home Trends,
Bi-Mart, Byerly's, Lunds, Home Depot, Do-It-Best, Primetime
Solutions, Vermont Country Store and Starcrest.

Founded in 1906 and based in Great Bend, Kansas, The Fuller Brush
Company, Inc., and its parent, CPAC, Inc., filed for Chapter 11
protection (Bankr. S.D.N.Y. Case Nos. 12-10714 and 12-10715) in
Manhattan on Feb. 21, 2012.  Fuller Brush filed for bankruptcy
five years after the company was taken over by private equity firm
Buckingham Capital Partners.  Fuller, which has 180 employees as
of the Chapter 11 filing, disclosed $22.9 million in assets and
$50.9 million in debt.  Fuller said it will be business as usual
while undergoing Chapter 11 restructuring.  But it said that while
in reorganization, it intends to trim about half of the current
catalog of cleaning products.

Herrick Feinstein LP serves as the Debtors' bankruptcy counsel.

The official committee of unsecured creditors has tapped the law
firm of Kelley Drye & Warren LLP as counsel.

The reorganization is being financed with a $5 million loan from
an affiliate of Victory Park Capital Advisors LLC, the secured
lender owed $22.7 million.

In October 2012, Innovative Livestock Services Inc. purchased
Fuller Brush's non-consumer business for $12 million cash.
Victory Park exchanged $5 million in secured debt for the Debtors'
consumer business.


FUSION TELECOMMUNICATIONS: Had $1.5MM Net Loss in Fourth Quarter
----------------------------------------------------------------
Fusion Telecommunications International, Inc., reported a net loss
of $1.55 million on $12.57 million of revenues for the three
months ended Dec. 31, 2012, as compared with a net loss of
$914,640 on $11.57 million of revenues for the same period during
the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $27.06
million in total assets, $33.18 million in total liabilities and a
$6.11 million total stockholders' deficit.

"The year 2012 was a time of significant transformation for the
Company," stated Matthew Rosen, Fusion's chief executive officer.
"We made tremendous progress in achieving our business objectives
while positioning the Company for significant growth in 2013.  The
fourth quarter of 2012 was particularly exciting for Fusion, as we
completed the acquisition of NBS, a cloud services provider that
generated $26.5 million in revenue, 95% of which was contracted
and recurring, and $4.9 million in adjusted EBITDA in 2011.  Now
that the acquisition is complete, we are leveraging the advanced,
proprietary NBS cloud communications platform and robust and
complementary network infrastructure and support systems to
facilitate our ability to grow both organically and through
targeted acquisitions.  Although fourth quarter results were
materially impacted by the effects of Hurricane Sandy on the
Company's Carrier Services segment, we have laid the foundation
for becoming  EBITDA positive in the near future.  We continue to
remain committed to our growth strategy as we strive to increase
revenue, expand margins, and improve overall shareholder value."

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

                        http://is.gd/ok4KvP

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

The Company reported a net loss of $5.20 million in 2012, as
compared with a net loss of $4.45 million in 2011.

Rothstein Kass, in Roseland, New Jersey, 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 had negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations that
raises a substantial doubt about their ability to continue as a
going concern.


FUWEI FILMS: Incurs RMB54.4-Mil. Net Loss in 2012
-------------------------------------------------
Fuwei Films (Holdings) Co., Ltd., filed on April 11, 2013, its
annual report on Form 20-F for the year ended Dec. 31, 2012.

Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about Fuwei Films' ability to continue as a going concern.
The independent auditors noted that the Company has incurred a net
loss of RMB54.4 million and may not have sufficient working
capital to meet its planned operating activities over the next
twelve months.

The Company reported a net loss of RMB54.4 million on
RMB372.9 million of sales in 2012, compared with net income of
RMB21.0 million on RMB537.6 million of sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
RMB747.5 million in total assets, RMB229.1 million in total
liabilities, and stockholders' equity of RMB518.4 million.

A copy of the Form 20-F is available at http://is.gd/jeiulb

Weifang Shandong, P.R.C.-based Fuwei Films (Holdings) Co., Ltd.,
develops, manufactures and distributes high quality plastic film
using the biaxially-oriented stretch technique, otherwise known as
BOPET film (biaxially-oriented polyethylene terephthalate).


GARY PHILLIPS: Plan Approval Hearing Continued to May 7
-------------------------------------------------------
The hearing to consider confirmation of Gary Phillips Construction
LLC's Chapter 11 plan has been continued to May 7, 2013, at 9:00
a.m. at Bankruptcy Courtroom, in Greeneville, Tennessee.
Objections by the U.S. Trustee will also be considered at the
hearing.

At the hearing, the bankruptcy judge will also consider the
Debtor's request to continue using cash collateral.

As reported in the March 19, 2013 edition of the Troubled Company
Reporter, Gary Phillips filed with the U.S. Bankruptcy Court for
the Eastern District of Tennessee a second amended plan of
reorganization and accompanying disclosure statement under which
unsecured non-insider creditors that are owed more than $10,000
will receive 50% of the net profit of the Debtor for five years
immediately following the plan confirmation date.

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

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

A full-text copy of the Disclosure Statement, dated Feb. 13, 2013,
is available at http://bankrupt.com/misc/GPCDS0213.pdf

                 About Gary Phillips Construction

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

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


GC BERLIN: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: GC Berlin, LLC
        526 Route 73
        West Berlin, NJ 08091

Bankruptcy Case No.: 13-17775

Chapter 11 Petition Date: April 11, 2013

Court: U.S. Bankruptcy Court
       District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtor's Counsel: Kathryn Hewitt, Esq.
                  KATHRYN HEWITT ATTORNEY AT LAW
                  110 W. Merchant Street
                  Audubon, NJ 08106
                  Tel: (856) 547-5127
                  Fax: (856) 583-0543
                  E-mail: kate@sysfob.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Hal Pattalino.


GENERAL AUTO: Employs Thomas Gilleese as Consultant
---------------------------------------------------
General Auto Building LLC sought and obtained approval from the
U.S. Bankruptcy Court to employ Thomas F. Gilleese as financial
and banking consultant.

The professional services Mr. Gilleese is to render include
preparing an expert report and testifying at the Debtor's
confirmation hearing.  The Debtor has agreed to compensate Mr.
Gilleese at the rate of $200 per hour.

The Debtor believes that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                    About General Auto Building

General Auto Building, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. Ore. Case No. 12-31450) on March 2, 2012.  The Debtor
is an Oregon limited liability company formed in 2007 with its
principal place of business in Spokane, Washington.  It was formed
to renovate and lease its namesake commercial property located at
411 NW Park Avenue, Portland, Oregon.  As of the Petition date,
the Debtor has developed virtually all of the General Automotive
Building and has leased approximately 98% of the building's space
to retail and commercial tenants.  The Debtor continues to seek
tenants for the remaining spaces.

Judge Elizabeth L. Perris presides over the case.  Albert N.
Kennedy, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, serve
as the Debtor's counsel.

The Debtor has scheduled $10,010,620 in total assets and
$13,519,354 in total liabilities.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditors in the case.

On Feb. 11, 2013, General Auto Building filed a Fifth Amended Plan
of Reorganization and accompanying Disclosure Statement.  Under
the Plan, the Reorganized Debtor will pay to each holder of a
Class 4 general unsecured claim an amount equal to its pro rata
share of Reorganized Debtor's excess cash as of the last day of
the prior calendar quarter.  Payments will continue until the (a)
holders of Class 4 Claims have been paid in full, together with
interest at the Federal Judgment Rate; or (b) the last day of
April 2023, whichever will first occur; provided, however that, in
the event that holders of Class 4 claims have received payments
totaling at least 60% of their Class 4 claim by April 30, 2018,
then the Class 4 Claims will be deemed to have been paid and
satisfied in full and Reorganized Debtor will have no further
payment obligations.  A copy of the Fifth Amended Disclosure
Statement is available at http://is.gd/RIyAxo


GENERAL AUTO: Jackson Group Replaces Cassinelli as Appraiser
------------------------------------------------------------
General Auto Building LLC sought and obtained Court permission to
employ Jackson Group NW, Inc., as appraiser.

The Debtor previously obtained an order to employ Cassinelli
Jackson, LLC, as appraiser.  Paul Jackson, one of the members of
Cassinelli, completed an appraisal of the Debtor's General
Automotive Building.  Since that time, Mr. Jackson left Cassinelli
and established Jackson Group.

The professional services Jackson Group is to render include an
updated summary appraisal report to estimate the "as is market
value" of the subject property, which will be prepared to conform
to the Uniform Standards of Professional Appraisal Practice.
Jackson Group also will prepare for and provide testimony at
hearings in the bankruptcy case, to the extent necessary.

Subject to Court approval, the Debtor has agreed to compensate
Jackson Group with a flat fee of $3,500 for the updated summary
appraisal report.  To the extent Jackson Group provides additional
consultation services after the appraisal is completed or
testifies on the Debtor's behalf, Jackson Group will be
compensated at the rate of $200 per hour.

To the best of the Debtor's knowledge, the partners and associates
of Jackson Group do not have any connection with Debtor, its
creditors, any other party in interest, or their attorneys or
accountants.

                    About General Auto Building

General Auto Building, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. Ore. Case No. 12-31450) on March 2, 2012.  The Debtor
is an Oregon limited liability company formed in 2007 with its
principal place of business in Spokane, Washington.  It was formed
to renovate and lease its namesake commercial property located at
411 NW Park Avenue, Portland, Oregon.  As of the Petition date,
the Debtor has developed virtually all of the General Automotive
Building and has leased approximately 98% of the building's space
to retail and commercial tenants.  The Debtor continues to seek
tenants for the remaining spaces.

Judge Elizabeth L. Perris presides over the case.  Albert N.
Kennedy, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, serve
as the Debtor's counsel.

The Debtor has scheduled $10,010,620 in total assets and
$13,519,354 in total liabilities.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditors in the case.

On Feb. 11, 2013, General Auto Building filed a Fifth Amended Plan
of Reorganization and accompanying Disclosure Statement.  Under
the Plan, the Reorganized Debtor will pay to each holder of a
Class 4 general unsecured claim an amount equal to its pro rata
share of Reorganized Debtor's excess cash as of the last day of
the prior calendar quarter.  Payments will continue until the (a)
holders of Class 4 Claims have been paid in full, together with
interest at the Federal Judgment Rate; or (b) the last day of
April 2023, whichever will first occur; provided, however that, in
the event that holders of Class 4 claims have received payments
totaling at least 60% of their Class 4 claim by April 30, 2018,
then the Class 4 Claims will be deemed to have been paid and
satisfied in full and Reorganized Debtor will have no further
payment obligations.  A copy of the Fifth Amended Disclosure
Statement is available at http://is.gd/RIyAxo


GGW BRANDS: Ex-FBI Agent, Solyndra CRO Named Trustee
----------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that R. Todd Neilson, a
forensic accountant and former FBI agent that headed the internal
investigation into Solyndra LLC's bankruptcy, has been tapped as
Chapter 11 trustee for the company behind the raunchy "Girls Gone
Wild" videos.

According to the report, Neilson was appointed to take the reins
from GGW Brands LLC's management April 11, according to court
documents -- the day after a California bankruptcy judge heeded
the request for a trustee from a creditor, the Wynn Las Vegas
casino, which has accused GGW founder Joe Francis plunder.

                         About GGW Brands

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


GLEN WHITE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Glen White Investments, LLC
        P.O. Box 246
        Forest, VA 24551

Bankruptcy Case No.: 13-60783

Chapter 11 Petition Date: April 11, 2013

Court: U.S. Bankruptcy Court
       Western District of Virginia (Lynchburg)

Judge: William E. Anderson

Debtor's Counsel: Stephen E. Dunn, Esq.
                  STEPHEN E. DUNN, PLLC
                  201 Enterprise Drive, Suite A
                  Forest, VA 24551
                  Tel: (434) 385-4850
                  Fax: (434) 385-8868
                  E-mail: stephen@stephendunn-pllc.com
                          marie@stephendunn-pllc.com
                          jennifer@stephendunn-pllc.com
                          stephendunnpllc@verizon.net
                          kelly@stephendunn-pllc.com

Estimated Assets: $500,001 to $1,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Glenn White, member.


GOOD SAM: No Holder Opted to Sell Senior Secured Notes
------------------------------------------------------
Good Sam Enterprises, LLC, offered to purchase up to $4,950,000 in
principal amount of the Company's outstanding 11.50% Senior
Secured Notes due 2016.  The offer to purchase was made by the
Company as an excess cash flow offer pursuant to the Indenture
dated as of Nov. 30, 2010, pursuant to which the Notes were
issued.  The offer to purchase expired on April 10, 2013.  No
Holder elected to have its Notes purchased prior to the expiration
date.

                          About Good Sam

Ventura, Calif.-based Affinity Group Holding, Inc., now known as
Good Sam Enterprises, LLC, is a holding company and the direct
parent of Affinity Group, Inc.  The Company is an indirect wholly-
owned subsidiary of AGI Holding Corp, a privately-owned
corporation.  The Company is a member-based direct marketing
organization targeting North American recreational vehicle owners
and outdoor enthusiasts.  The Company operates through three
principal lines of business, consisting of (i) club memberships
and related products and services, (ii) subscription magazines and
other publications including directories, and (iii) specialty
merchandise sold primarily through its 78 Camping World retail
stores, mail order catalogs and the Internet.

Good Sam reported net income of $9.37 million in 2012, as compared
with net income of $3.90 million in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$230.36 million in total assets, $474.15 million in total
liabilities, and a $243.79 million total members' deficit.

                           *     *     *

Affinity Group Inc. carries 'B3' long term corporate family and
probability of default ratings, with 'stable' outlook, from
Moody's Investors Service.

As reported in the Troubled Company Reporter on November 9, 2010,
Standard & Poor's Ratings Services assigned Affinity Group Inc.'s
proposed $325 million senior secured notes due 2016 its
preliminary 'B-' issue-level rating.  Following the close of the
proposed transaction, S&P expects to assign a 'B-' corporate
credit rating to Affinity Group Inc., and withdraw S&P's current
'D' corporate credit rating on Affinity Group Holding Inc.  A
portion of the proceeds of the new notes will be used, in
conjunction with cash contributions from Holding's parent, to
repay in full $88 million of senior notes that are currently
outstanding at Holding.

S&P said the expected 'B-' corporate credit rating on Affinity
Group reflects S&P's expectation that, following the proposed
refinancing transaction, adjusted debt leverage will be reduced by
about 1x, the company will not have any meaningful near-term debt
maturities, and the company will generate some discretionary cash
flow (albeit minimal).  Still, credit measures will remain
relatively weak, as adjusted debt leverage will remain above 6.0x
(S&P's operating lease adjustment adds about a turn to leverage),
and S&P expects interest coverage to remain in the low- to mid-
1.0x area over the intermediate term.


GORDON PROPERTIES: Amicus Curiae Named to Probe FOA Settlement
--------------------------------------------------------------
Bankruptcy Judge Robert G. Mayer appointed Stephen E. Leach of
Leach Travell Britt pc as amicus curiae with respect to the "Joint
Motion and Memorandum for Order Approving Settlement Agreement"
between Gordon Properties, LLC, Condominium Services, Inc., and
First Owners' Association of Forty Six Hundred Condominium, Inc.

The amicus curiae will have all the rights, duties and powers a
party to the motion would have with respect to the Joint Motion,
including, but not limited to, the right to fully participate in
all hearings, to take discovery, to file motions and pleadings, to
respond to any pleading filed, to call witnesses, to examine and
cross examine witnesses and to address the court.

All parties are directed to promptly cooperate with the amicus
curiae.  No party shall direct any discovery to the amicus curiae
without prior court approval.

Gordon Properties, CSI and FOA have been embroiled in litigation
captioned as, GORDON PROPERTIES, LLC, debtor, v. FIRST OWNERS'
ASSOCIATION OF FORTY SIX HUNDRED CONDOMINIUM, INC., Creditor, Case
No. 09-18086-RGM (Bankr. E.D. Va.).  The settlement agreement is
intended to end more than six years of litigation in which the
parties have probably expended more than $2 million.

"This is an important motion and will, whether approved or
disapproved, determine the trajectory of the balance of Gordon
Properties' and CSI's bankruptcy cases and have an impact on
almost 400 members of FOA," Judge Mayer said.

"There is, however, a problem -- hopefully, one of appearance only
and not of substance. FOA is managed by a seven-person board of
directors. Three members are affiliated with Gordon Properties and
have a conflict of interests in this matter. The three Gordon
Properties-affiliated directors are two of the four owners of
Gordon Properties. The third is their relative. Gordon Properties
is the sole owner of CSI. The existence of a conflict of interests
neither precludes a settlement nor necessarily prevents the Gordon
Properties-affiliated directors from participating in the
settlement process, but the requirements of Va.Code (1950) Sec.
13.1-871 must be satisfied.

"The issue today is whether FOA is adequately represented in this
matter. FOA's board of directors delegated the negotiation of the
settlement to the Special Litigation Committee which retained John
T. Donelan to represent it. The court ordered mediation with the
Hon. Kevin R. Huennekens resulted in the proposed settlement
agreement. While the court has no question as to the integrity of
counsel for the Special Litigation Committee, Gordon Properties,
CSI or FOA or of the desirability of an appropriate settlement,
the presentation of a proposed management contract between FOA and
CSI for the management of FOA by FOA and the March 26, 2013
hearing on approval of it highlight the court's concerns about the
overlapping directorships.

"The American judicial system is premised on the parties being
adversarial. There is no doubt that at one time Gordon Properties
and FOA were very adversarial. Now, however, three of the seven
directors of FOA are owners or a relative of the owners of Gordon
Properties. While there are mechanisms in place intended to
protect against abuse by the Gordon Properties-affiliated
directors, the recent actions concerning the proposed employment
of CSI as FOA's management company raise the question of whether
the two parties are sufficiently adverse to each other that the
review this court must make in considering the settlement can be
properly made.  The appointment of a disinterested amicus curiae
is the best way to assure a full, fair and transparent review of
the proposed settlement."

The reasonable fees and costs of the amicus curiae and his law
firm will be paid by the Debtor on application made by the amicus
curiae.

A copy of the Court's April 16, 2013 Memorandum Opinion and Order
on the appointment is available at http://is.gd/BpjSnufrom
Leagle.com.

Last week, Judge Mayer deferred ruling on the request of FOA for
approval of a Service Agreement with CSI.  Judge Mayer said the
hearing on the approval of the CSI management contract did not
develop all of the issues that the court must consider.  A further
hearing will be scheduled to further consider the motion so that a
fuller record can be developed. (Troubled Company Reporter, April
18, 2013).

The Forty Six Hundred Condominium consists of a high-rise building
with about 400 condominium units and two separate structures, one
now used as a restaurant and the other as a gas station, each of
which is a separate condominium unit.  Gordon Properties owns the
restaurant unit and about 39 units in the high-rise building.  The
condominium association, which is also called FOA, is managed by a
seven-person board of directors who are elected to staggered two-
year terms.

Condominium Services, Inc., also called CSI, is a wholly-owned
subsidiary of Gordon Properties. It was organized in the late
1970s and, with a few exceptions, was the managing agent for FOA
until 2006 when the board terminated its contract.

Litigation ensued which ended in a substantial judgment against
CSI and in favor of FOA. FOA filed a proof of claim for
$453,533.12 which consisted of $161,792 for damages, $275,000 for
punitive damages, $11,654.44 for prejudgment interest and
$5,086.68 for post-judgment interest.

                      About Gordon Properties

Alexandria, Va.-based Gordon Properties, LLC, owns condominium
units in a high-rise apartment building with both residential and
commercial units and two commercial units adjacent to the high-
rise building.  Gordon Properties' ownership of these condos
represents about a 20% interest in the Forty Six Hundred
Condominium project -- http://foa4600.org/-- in Alexandria.
Gordon Properties also owns one of the adjacent commercial units,
a restaurant.  Gordon Properties sought Chapter 11 protection
(Bankr. E.D. Va. Case No. 09-18086) on Oct. 2, 2009, and is
represented by Donald F. King, Esq., at Odin, Feldman & Pittleman
PC in Fairfax, Va.  Gordon Properties disclosed $11,149,458 in
assets and $1,546,344 in liabilities.

Condominium Services filed its chapter 11 petition (Bankr. E.D.
Va. 10-10581) on Jan. 26, 2010. It scheduled one creditor, the
condominium association, with a disputed claim of $436,802.00.
The association filed a proof of claim asserting a claim of
$453,533.12.  A second proof of claim was filed by the Internal
Revenue Service for $1,955.45.  According to its schedules, if
both claims are allowed, it has a net deficit of about $426,900.
CSI is wholly owned by Gordon Properties.

In February 2012, Judge Mayer denied the motion of the association
to substantively consolidate the chapter 11 bankruptcy cases of
Gordon Properties and Condominium Services, Inc., the condominium
management company.

Gordon Properties and CSI opposed the motion.  The two cases were
previously administratively consolidated.


GREATMAT TECHNOLOGY: Albert Wong Raises Going Concern Doubt
-----------------------------------------------------------
Greatmat Technology Corporation filed only last week its annual
report on Form 10-K for the year ended Dec. 31, 2010.

Albert Wong & Co., in Hong Kong, expressed substantial doubt about
Greatmat's ability to continue as a going concern.  The
independent auditors noted that the Company has negative working
capital and its viability is dependent upon its ability to meet
its future financing requirements and the success of future
operations.

The Company reported net income of $827,858 on $8.0 million of
revenues in 2010, compared with net income of $653,679 on
$5.7 million of revenues in 2009.

The Company's balance sheet at Dec. 31, 2010, showed $6.6 million
in total assets, $8.4 million in total liabilities, and a
stockholders' deficit of $1.8 million.

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

Greatmat Technology Corporation, formerly known as Aurum
Explorations, Inc, is a building material company that provides
customers with customized designs, manufacturing solutions and
technical advice for building projects.  Greatmat supplies high-
quality engineered stone floor and wall surfaces to commercial
construction projects in China, Hong Kong and elsewhere in Asia.
The Company's headquarters and main sales office are located in
Hong Kong.  Greatmat Technology Corporation was incorporated in
the State of Nevada on April 27, 2007.


GREGORY WOOD: Hires Johnny Gates as Financial Advisor
-----------------------------------------------------
Gregory Wood Products, Inc. has filed papers with the U.S.
Bankruptcy Court seeking permission to employ Johnny Gates, Inc.,
as financial advisor, nunc pro tunc to the Petition Date, to
provide these services:

   a. financial advice and accounting services related the
      Debtor's reorganization efforts and analyze the feasibility
      of reorganization options;

   b. assistance and oversight of the Debtor's cash management
      system, budget and maintenance of post-petitions books and
      records; and

   c. assistance to the Debtor and its counsel with investigation,
      analysis, and evaluation of creditor claims as well as
      analysis and  pursuit of potential claims of the Debtor and
      the estate.

Prior to the petition date, the firm provided financial consulting
services to the Debtor and its affiliates for which the firm is
owed $4,650.  The firm has agreed to waive the claim to the extent
required to be employed by the Debtor in the case.

                 About Gregory Wood Products

Gregory Wood Products, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.C. Case No. 13-50104) on Feb. 15, 2013, disclosing total
assets of $15.1 million and liabilities of $10.9 million.

The Debtor owns land and building in Woodtech Drive, in Newton,
California, worth $3.28 million, serving as collateral to a
$10.3 million debt.  The Debtor valued its machinery and equipment
at $11.3 million.  David A. Matthews, Esq., at Shumaker, Loop &
Kendrick, LLP, in Charlotte, North Carolina, serves as counsel to
the Debtor.  Judge Laura T. Beyer presides over the case.


GREGORY WOOD: Hires Shumaker Loop as Counsel
-------------------------------------------
The Bankruptcy Court is slated to hold a hearing April 24, 2013,
at 9:30 a.m. on the request of Gregory Wood Products, Inc., to
employ Shumaker, Loop & Kendrick, LLP, as counsel, nunc pro tunc
to the Petition Date.

The Debtor says Shumaker has extensive experience in bankruptcy,
insolvency, corporate reorganization, and debtor/creditor law and
has represented debtors, creditors' committees, and unsecured
creditors in numerous Chapter 11 cases in many jurisdictions,
including before the W.D. N.C. Court.  In addition, in the process
of preparing for this case, Shumaker has become familiar with the
Debtor's business and operations and affairs and the issues that
are likely to arise in the context of this case.

Shumaker's normal hourly rates are:

   Professional                   Rates
   ------------                   -----
   David M. Grogan                $515
   David H. Conaway               $585
   David A. Matthews              $455

   Other partners                 $360 to $555
   Other associates               $255 to $335
   Paraprofessionals              $125 to $240

The firm attests it is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                 About Gregory Wood Products

Gregory Wood Products, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.C. Case No. 13-50104) on Feb. 15, 2013, disclosing total
assets of $15.1 million and liabilities of $10.9 million.

The Debtor owns land and building in Woodtech Drive, in Newton,
California, worth $3.28 million, serving as collateral to a
$10.3 million debt.  The Debtor valued its machinery and equipment
at $11.3 million.  David A. Matthews, Esq., at Shumaker, Loop &
Kendrick, LLP, in Charlotte, North Carolina, serves as counsel to
the Debtor.  Judge Laura T. Beyer presides over the case.


GSC GROUP: Kaye Scholer Says Fund's Claims Imperil Deal in Row
--------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that Kaye Scholer LLP on
Monday pushed for approval of its $1.5 million settlement with the
government over alleged ethics violations in GSC Group Inc.'s
bankruptcy, but the firm suggested it will back out of the deal if
it is forced to defend related claims from an objecting hedge
fund.

According to the report, Black Diamond Capital Management LLC,
which purchased GSC out of bankruptcy in 2011, objected last month
that the law firm's settlement with the U.S. Trustee's Office goes
"a step too far" in foreclosing third parties.

                         About GSC Group

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

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

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

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

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

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

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


HAWK SHAW: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Hawk Shaw Golf Construction Corp.
          dba Hawk Shaw Golf Course Construction Inc.
        250 Lakeview Avenue
        Valhalla, NY 10595

Bankruptcy Case No.: 13-22578

Chapter 11 Petition Date: April 11, 2013

Court: U.S. Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Stephen B. Kass, Esq.
                  LAW OFFICES OF STEPHEN B. KASS, P.C.
                  225 Broadway, Suite 711
                  New York, NY 10007
                  Tel: (212) 843-0050
                  Fax: (212) 571-0640
                  E-mail: skass@sbkass.com

Estimated Assets: $500,001 to $1,000,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nysb13-22578.pdf

The petition was signed by Geoffrey Potreus, president.


HOTEL OUTSOURCE: Barzily & Co. Raises Going Concern Doubt
---------------------------------------------------------
Hotel Outsource Management International, Inc., filed on April 15,
2013, its annual report on Form 10-K for the year ended Dec. 31,
2012.

Barzily & Co., in Jerusalem, Israel, expressed substantial doubt
about Hotel Outsource's ability to continue as a going concern,
citing the Company's recurring losses from operations and net
working capital deficiency.

The Company reported a net loss of $2.9 million on $3.3 million of
revenues in 2012, compared with a net loss of $1.7 million on
$3.3 million of revenues in 2011.

The Company said: "For the year ended Dec. 31, 2012, we had
benefit reduction from loan expenses in the amount of $1,357,000.
On June 29, 2012, a loan in the amount of $2,000,000, with a
conversion at a price of $0.06, was converted by Tomwood Ltd., the
holder of the loan, into shares of HOMI common stock at a rate of
$.0181 per share for a total of 110,497,238 shares.  As a result
of the conversion, Tomwood now holds approximately 55% of our
issued share capital.  The value of the costed benefit component
of this transaction in the amount of approximately $1,296,000 was
charged to capital and offset against benefit reduction expenses."

The Company's balance sheet at Dec. 31, 2012, showed $5.1 million
in total assets, $3.7 million in total liabilities, and
stockholders' equity of $1.4 million.

A copy of the Form 10-K is available at http://is.gd/HNg0wz

Hotel Outsource Management International, Inc., headquartered in
refreshments.  In addition, it manufactures and installs its own
proprietary computerized minibar, the HOMI(R) 330 and the HOMI (R)
226.  The Company's activities currently focus on North America,
Europe and Israel.


HUMBOLDT STATION: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Humboldt Station, Inc.
          aka Gabriel's Deli Mart
        P.O. Box 815
        Humboldt, AZ 86329

Bankruptcy Case No.: 13-05724

Chapter 11 Petition Date: April 11, 2013

Court: U.S. Bankruptcy Court
       District of Arizona (Prescott)

Judge: Randolph J. Haines

Debtor's Counsel: Scott D. Gibson, Esq.
                  THOMPSON KRONE GIBSON, PLC
                  6303 E. Tanque Verde Road, #210
                  Tucson, AZ 85715
                  Tel: (520) 884-9694
                  Fax: (520) 323-4613
                  E-mail: sdgecf@lawtkg.com

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $100,001 to $1,000,000

A copy of the Company's list of its 12 largest unsecured creditors
is available for free at http://bankrupt.com/misc/azb13-05724.pdf

The petition was signed by Mark McBrady, president.


HUSTAD INVESTMENT: Hires Anderson ZurMuehlen as Accountants
-----------------------------------------------------------
Hustad Investment Corporation, Hustad Real Estate Company, and
Hustad Investments, LP, seek court permission to employ Cindy
Utterback and the accounting firm of Anderson ZurMuehlen & Co.,
P.C. to represent the Debtors in connection with tax and
accounting matters.

Tax matters include tax planning and preparation of tax returns.
The accounting matters consist of advising the Debtors on the
preparation of financial statements and reports.

Anderson has been representing the Debtors and their affiliates
for many years.  The firm's hourly billing rates for its services
range from $150 to $270 per hour.

The Debtors owe Anderson certain amounts for prepetition services:

          Hustad Real Estate Company         $3,567
          Hustad Investments, LP             $2,342
          Hustad Investment Corporation     $11,211

The firm attests it does not have any connection with the
creditors of the Debtors, the United States Trustee or employees
of the United States Trustee, or other parties-in-interest.

                     About Hustad Investment

Hustad Investment Corp., Hustad Investments LP, and Hustad Real
Estate Company sought Chapter 11 protection (Bankr. D. Minn. Lead
Case No. 13-40789) in Minneapolis on Feb. 20, 2013.

The Debtors are engaged in the business of real estate investment.
The Debtors own, among others, a commercial development consisting
of 8 acres in Eden Prairie, Minnesota, called Bluff Country
Village, and a mixed-use development consisting of 110+/- acres in
Maple Grove, Minnesota.

The majority of Bluff Country Village is owned by HIC, but some of
that property is owned by HRE.  The Maple Grove Property is owned
by HILP.

Both Bluff Country Village and the Maple Grove Property are
subject to a first mortgage in favor of BMO Harris Bank, N.A.
securing a debt of approximately $12.4 million.  The Chapter 11
cases were filed on the eve of a sheriff's sale scheduled by BMO
in connection with foreclosure of its mortgage.

HILP estimated less than $50 million in assets and liabilities.
HRE estimated less than $10 million in assets and less than $50
million in liabilities.  HIC estimated less than $10 million in
assets and less than $50 million in liabilities.

The Debtors are represented by Michael L. Meyer, Esq., at Ravich
Meyer Kirkman McGrath Nauman, in Minneapolis.


HW HEARTLAND: Seeks to Hire CBRE Inc. as Real Estate Broker
-----------------------------------------------------------
HW Heartland, L.P., seeks court permission to employ CBRE, Inc. as
real estate broker in connection with the sale of Debtor's
property Effective as of March 1, 2013.

The Debtor is the developer and owner of certain tracts of raw
land, developed lots and related assets located in Kaufman County,
Texas, which comprise the residential real estate development
known as "Heartland."  The Property is encumbered by liens
acquired by the secured lender, NBH Bank, N.A.

Under the CBRE Listing Agreement, subject to Court approval, CBRE
will develop a comprehensive marketing strategy, engage
prospective purchasers, coordinate the exchange of due diligence
materials with prospective purchasers, solicit bids from qualified
candidates, and work to arrange a transaction that benefits the
Debtor's estate and all interested parties.

CBRE will receive within a 2% to 3.5% commission of the gross
sales price of the Property dependent upon the final sale price
and whether the transaction requires work with an outside broker.
To the extent that the sales proceeds from the Property are
insufficient to pay CBRE's fully-earned commission, CBRE will be
entitled to payment of the unpaid portion from the other assets of
the estate as an administrative expense claim pursuant to Section
503 of the Bankruptcy Code.  CBRE will be responsible for all
costs and expenses related to consummating the sale of the
Property and will not charge the Debtor upfront for these costs.

CBRE will not be compensated until final consummation of the sale
of the Property, but the CBRE Listing Agreement will provide for a
$40,000 break-up fee to be paid to CBRE in the event a sale is no
longer pursued or consummated by the Debtor.

The Debtor believes CBRE is a "disinterested person," as defined
in Section 101(14) of the Bankruptcy Code and as required by
Section 327(a) of the Bankruptcy Code.

                        About HW Heartland

HW Heartland, L.P., filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-35790) in its hometown in Dallas on Sept. 3, 2012.
The Debtor estimated assets and debts of at least $10 million.
Judge Barbara J. Houser oversees the case.  The Debtor tapped
Stephen M. Pezanosky, Esq., at Haynes and Boone, LLP, in Dallas,
as counsel.

The petition was signed by Lance Fair, authorized signatory, HW
Heartland GP, LLC, the sole general partner of the Debtor.


HYPERTENSION DIAGNOSTICS: Resumes Processing Operations in Texas
----------------------------------------------------------------
HDI Plastics, Inc., a wholly-owned subsidiary of Hypertension
Diagnostics, Inc., had commenced processing operations at a leased
facility located at 601 West Second Street, Taylor, Texas.  Taylor
is located near Austin, Texas.  HDIP expects that it will
gradually return to regular operations on a single shift and,
provided that both the supply of material and demand for HDIP's
production exists, the Company expects to increase production
levels over time.

The Taylor facility consists of approximately 65,000 square feet
of production and operations space and approximately 20,000 square
feet of additional storage.  The Company previously disclosed that
on March 29, 2012, it had ceased operations and closed its Austin,
Texas, production facility and was seeking to relocate its
processing operations.

                      About Hypertension Diagnostics

Minnetonka, Minnesota-based Hypertension Diagnostics, Inc., was
previously engaged in the design, development, manufacture and
marketing of proprietary devices.  In August 2011, the Company
sold its medical device inventory, subleased its office and
manufacturing facility, and entered into a limited license
agreement with a company controlled by Jay Cohn, a founder and at
that time, a director of the Company.  In September 2011, the
Company formed HDI Plastics Inc. ("HDIP"), a wholly owned-
subsidiary, leased a facility for warehouse and processing of
recycled plastic, purchased selected manufacturing assets and
began engaging in the business of plastics reprocessing in Austin,
Tex.  On March 29, 2012, the Company ceased operations at the
Austin facility and it is currently seeking to relocate the
processing facility to a new location.

The Company currently has a plan to resume production around
Feb. 1, 2013, assuming adequate capital is obtained to do so.

As reported in the TCR on Oct. 2, 2012, Moquist Thorvilson
Kaufmann & Pieper LLC, in Edina, Minnesota, expressed substantial
doubt about Hypertension's ability to continue as a going concern.
The independent auditors noted that the Company had net losses for
the years ended June 30, 2012, and 2011, and has a stockholders'
deficit at June 30, 2012.

The Company's balance sheet at Dec. 31, 2012, showed $1 million in
total assets, $1.90 million in total liabilities and a $896,994
total shareholders' deficit.


INNOVARO INC: Incurs $10.0-Mil. Net Loss in 2012
------------------------------------------------
Innovaro, Inc., filed on April 15, 2013, its annual report on Form
10-K for the year ended Dec. 31, 2012.

Warren Averett, LLC, in Tampa, Florida, expressed substantial
doubt about Innovaro, Inc.'s ability to continue as a going
concern.  The independent auditors noted that the Company incurred
a net loss of $10.0 million during the year ended Dec. 31, 2012,
and has an accumulated deficit of $86.4 million and a working
capital deficit of $3.0 million as of Dec. 31, 2012.

The Company reported a net loss of $10.0 million on $530,834 of
revenue in 2012, compared with a net loss of $4.9 million on
$435,425 of revenue in 2011.

The Company recorded an intangible assets impairment loss related
to continuing operations of approximately $2.1 million for the
year ended Dec. 31, 2012, and a $1.2 million impairment loss
(intangible assets - $269,000; fixed assets - $900,000) related to
continuing operations for the year ended Dec. 31, 2011.

According to the regulatory filing, the Company's $1.5 million
note receivable was not collected on its due date of Dec. 31,
2012, and the Company subsequently learned that, despite its
related security interest, the property located in Pasco County,
Florida had been sold by the State of Florida for property taxes
due.  The reduction of the Company's collateral required a write-
down of the note receivable to net realizable value.  The Company
recorded a loss of $1.1 million related to the write-down of this
note for the year ended Dec. 31, 2012.

The Company recognized a net loss from discontinued operations of
$3.5 million in 2012, compared with net income from discontinued
operations of $1.2 million in 2011.  The Company sold its
Strategic Services division on Oct. 2, 2012, and a large portion
of the Company's Intelligence & Insights services division on
Aug. 31, 2012.

The Company's balance sheet at Dec. 31, 2012, showed $8.4 million
in total assets, $6.7 million in total liabilities, and
stockholders' equity of $1.7 million.

A copy of the Form 10-K is available at http://is.gd/8zar4J

Tampa, Florida-based Innovaro, Inc., delivers innovation solutions
to its clients through a combination of software and associated
services as well as information for strategic decision making.
The Company current has one business segment: Intelligence and
Insights Services.


INSPIREMD INC: Amends 11.3 Million Common Shares Prospectus
-----------------------------------------------------------
InspireMD, Inc., filed with the U.S. Securities and Exchange
Commission an amended Form S-1 registration statement relating to
the offering of 11,363,636 shares of the Company's common stock.
The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "NSPR."  On April 5, 2013, the last reported sale
price of the Company's common stock was $2.20 per share.

The Company has applied to list its shares of common stock on the
NYSE MKT under the symbol "NSPR."

A copy of the Amended Prospectus is available for free at:

                       http://is.gd/ZdZA7b

                         About InspireMD

InspireMD, Inc., was organized in the State of Delaware on
Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the
acquisition, exploration and development of natural resource
properties.  On March 28, 2011, the Company changed its name from
"Saguaro Resources, Inc." to "InspireMD, Inc."

Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical
device company focusing on the development and commercialization
of its proprietary stent platform technology, Mguard.  MGuard
provides embolic protection in stenting procedures by placing a
micron mesh sleeve over a stent.  The Company's initial products
are marketed for use mainly in patients with acute coronary
syndromes, notably acute myocardial infarction (heart attack) and
saphenous vein graft coronary interventions (bypass surgery).

The Company's balance sheet at Sept. 30, 2012, showed
$13.6 million in total assets, $14.4 million in total liabilities,
and a stockholders' deficit of $756,000.

InspireMD reported a net loss of US$17.59 million on US$5.35
million of revenue for the year ended June 30, 2012, compared with
a net loss of US$6.17 million on US$4.67 million of revenue during
the prior year.

Kesselman & Kesselman, in Tel Aviv, Israel, 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 had recurring losses, negative cash flows
from operating activities and has significant future commitments
that raise substantial doubt about its ability to continue as a
going concern.

The Company said the following statement in its quarterly report
for the period ended Dec. 31, 2012:

"The Company has had recurring losses and negative cash flows from
operating activities and has significant future commitments.  For
the six months ended December 31, 2012, the Company had losses of
approximately $9.4 million and negative cash flows from operating
activities of approximately $5.8 million.  The Company's
management believes that its financial resources as of December
31, 2012 should enable it to continue funding the negative cash
flows from operating activities through the three months ended
September 30, 2013.  Furthermore, commencing October 2013, the
Company's senior secured convertible debentures (the "2012
Convertible Debentures") are subject to a non-contingent
redemption option that could require the Company to make a payment
of $13.3 million, including accrued interest.  Since the Company
expects to continue incurring negative cash flows from operations
and in light of the cash requirement in connection with the 2012
Convertible Debentures, there is substantial doubt about the
Company's ability to continue operating as a going concern.  These
financial statements include no adjustments of the values of
assets and liabilities and the classification thereof, if any,
that will apply if the Company is unable to continue operating as
a going concern."

The Company's balance sheet at Dec. 31, 2012, showed US$11.59
million in total assets, US$11.39 million in total liabilities and
a US$204,000 in total equity.


INTERPUBLIC GROUP: Fitch Affirms 'BB+' Preferred Stock Rating
-------------------------------------------------------------
Fitch Ratings has affirmed the ratings on the Interpublic Group of
Companies, Inc. (IPG) including its Issuer Default Rating (IDR) at
'BBB'. The Rating Outlook is Stable.

Key Rating Drivers:

-- IPG's ratings reflect its position in the industry as one of
    the largest global advertising holding companies, its diverse
    client base, and the company's ample liquidity.

-- The ratings incorporate the cyclicality of the advertising
    industry and potential top-line volatility due to client wins
    or losses in any given year. IPG has reduced its U.S. exposure
    to U.S. advertising cycles by diversifying into international
    markets and marketing services businesses. Roughly 45% of
    IPG's revenue is generated outside of the U.S. In 2012, IPG
    faced organic revenue headwind challenges of roughly 3% due to
    the loss of clients in 2011. Going into 2013, Fitch expects
    the headwinds to be minimal and is projecting organic growth
    of 2%-3%, slightly above Fitch's current U.S. GDP forecast of
    1.9%.

-- The risk of revenue cyclicality is balanced by the scalable
    cost structures of IPG and the other global holding
    advertising companies. However, IPG still lags its peers in
    consolidated EBITDA margin. As of Dec. 31, 2012, Fitch
    calculates EBITDA margin of 12.5%, which compares to 15.2% for
    Omnicom Group, Inc. Fitch expects EBITDA margin of roughly 13%
    by year-end 2013. Fitch also expects IPG to achieve peer-level
    margins over the next four to five years, assuming low- to
    mid-single-digit organic revenue growth over this timeframe.

-- The ratings reflect Fitch's expectation that IPG will manage
    unadjusted gross leverage to a level below 2.5x.

Leverage

Debt and leverage at Dec. 31, 2012 included $800 million in senior
notes issued in November 2012 ($300 million due 2017 and $500
million due 2023). Use of proceeds from these notes was the
planned redemption of the $200 million in convertible notes and
$600 million 10% notes:

-- In March 2013, holders of the 4.75% convertible notes elected
    to convert to common equity. The company announced a
    $200 million increase in its share repurchase authorization to
    offset the dilution from the conversion.

-- The company intends to exercise its early redemption option
    (in July 2013 when it becomes callable at 105%) on its $600
    million 10% senior notes due 2017.

While these transactions are leverage neutral, IPG will benefit
from the materially reduced interest costs (approximately $44
million in savings).

IPG's total debt outstanding at Dec. 31, 2012 was $2.4 billion
($1.6 billion pro forma for the $800 million in 2013 redemptions).
IPG has $221.5 million in preferred securities that receive 50%
equity credit under Fitch's criteria. Fitch calculates unadjusted
gross leverage, pro forma for the 2013 redemptions, at 2.0x.

LIQUIDITY

Fitch views IPG's liquidity as solid.

IPG's liquidity position is supported by a cash balance of $2.6
billion as of year-end 2012, in addition to $985 million of
availability under its $1 billion revolving credit facility due
May 2016. Free cash flow (FCF) for 2012 was $73 million, which
included a working capital drain of $297 million. Working capital
has led to a drain of approximately $300 million for the last two
years. This drain has been driven in part by working capital
timing, organic revenue declines in the U.S. region (particularly
in business lines that generate positive working capital) and
organic growth in international regions. Fitch expects continued
working capital drain in 2013 at levels similar to the past two
years. Fitch expects IPG to maintain sufficient liquidity to
handle seasonal working-capital swings.

Fitch expects 2013 FCF in the range of $150 million to $200
million, which incorporates capital expenditures of $150 million.
In addition, IPG increased its quarterly common dividend to
$0.075/share, which will have a $20 million to $25 million
negative effect on FCF in 2013 (for total annual cash dividend
payments of $125 million).

IPG's U.S. pension plan was $25 million underfunded as of the end
of 2012. IPG should have no issues meeting any required U.S.
pension plan funding.

In February of 2013, IPG announced an additional $300 million
share repurchase authorization. In April, it announced an
additional increase of $200 million to offset the converted notes
mentioned previously. The rating incorporates Fitch's belief that
the company will deploy liquidity, including FCF, toward share
repurchases and acquisitions in a disciplined manner.

Rating Sensitivities:

-- A public commitment by the company to maintain gross
    unadjusted leverage below 2.0x coupled with peer level EBITDA
    margins could warrant upgrade consideration.

-- Fitch is comfortable with management's willingness and ability
    to maintain its 'BBB' rating; however, a change in the
    company's posture toward maintaining adequate bondholder
    protection over the near and long term could affect the rating
    negatively.

Fitch has affirmed these ratings:

IPG

-- IDR at 'BBB';
-- Senior unsecured notes at 'BBB';
-- Bank credit facility at 'BBB';
-- Cumulative convertible perpetual preferred stock at 'BB+'.


IPALCO ENTERPRISES: Fitch Affirms 'BB+' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDR) of
IPALCO Enterprises (IPALCO) at 'BB+' and Indianapolis Power &
Light (IPL), IPALCO's wholly owned subsidiary, at 'BBB-', as well
as affirmed the security ratings of these two companies.
Approximately $1.8 billion of outstanding debt is affected by
these rating actions. The Rating Outlook is Stable.

Debt leverage at IPALCO weighs on the ratings of IPL. Legal
ownership structure, reliance by IPALCO on IPL for its cash flow
needs, and lack of explicit regulatory ring-fencing between IPL
and IPALCO are factors for linking IPL's IDR to that of IPALCO.
IPALCO's cash flows are from dividends received from IPL and are
subordinated to IPL's debt service requirements. Consequently,
IPL's IDR is one notch above that of IPALCO's.

KEY RATING DRIVERS:

Large Capex at IPL:

A significant portion of IPL's electricity generation capacity is
coal based (about 80%) and is subject to stringent environmental
regulations. IPL must retrofit its coal-fired power plants with
the new emission control equipment or close these facilities.
Fitch's forecast includes about $520 million in capital
expenditure for the five largest and most economical coal plants
that need to be retrofitted with new equipment to comply with the
more stringent environmental regulations. These plants represent
aggregate nameplate capacity of greater than 2,400 MW, or 65% of
IPL's total coal-generation fleet. IPL receives recovery on its
environmental investments through an existing environmental
tracker recovery mechanism (Senate Bill 29), which helps mitigate
regulatory lag and the resulting pressure on credit metrics.

Fitch's current forecast also incorporates additional capital
expenditure of about $630 million for the replacement generating
capacity that might be needed in the 2016-17 timeframe as IPL will
have to retire its older, smaller units on which installing
environmental controls related to the Mercury and Air Toxics
Standards (MATS) is uneconomical. Even though the replacement
generation investments are likely to be recoverable from
ratepayers via a rate-case proceeding, Fitch expects credit
metrics during the construction period will be adversely affected.

General Rate Increase Required:

IPL has not received a formal base-rate increase since 1996;
however, lower retail demand due to economic weakness and energy
efficiency initiatives, higher operating costs due to inflation
not otherwise offset by efficiency gains, higher pension expenses,
and declining wholesale margins will likely result in a general
base-rate filing with the Indiana Regulatory Utility Commission
(IURC). Fitch's forecast anticipates significant erosion in IPL's
return on equity by 2014-2015, and Fitch's forecast is adjusted
for the new base-rate application, albeit at a lower recovery rate
for the rate-base assets.

Cash flow Constraints:

IPALCO is a holding company with no tangible assets, except the
investment in IPL, and it relies on dividends from IPL as the sole
source of funds. IPL will require approximately $500 million of
additional equity to support its capital investment program while
maintaining its capital structure. The ultimate source of new
equity proceeds will be AES Corporation (AES, rated 'BB-', Stable
Outlook by Fitch) through its ownership of IPALCO. Failure to
infuse equity on a timely basis would likely result in a negative
rating action. In addition, anticipated large capex at IPL will
adversely affect funds available for the upstream dividends over
the current rating period (2013-2017).

Moderate Covenants Protect IPL's Bondholders:

IPL's credit benefits from moderately protective covenants in its
financing documents. IPL's credit facility, expiring in 2015,
permits dividend distributions only if the debt-to-capital ratio
is not greater than 65%. The assigned IDRs of both entities
consider the combined leverage, which consists of approximately $1
billion of debt at IPL and $800 million of debt at IPALCO.

Highly Leveraged Capital Structure:

The proposed affirmation of IPALCO's IDR reflects a highly
leveraged capital structure with consolidated debt at 99% of the
total capital, stability of earnings from its regulated utility
subsidiary, and a constructive regulatory environment in Indiana.
The high leverage reflects the use of the pooling accounting
method associated with AES's acquisition of IPALCO rather than the
currently used purchase accounting method, in which the assets are
recorded at fair market value.

Pressure on Credit Metrics:

In 2012, the consolidated funds from operations (FFO)-to-debt
ratio at IPALCO was about 14.4%. FFO-to-interest ratio at 3.4x
benefitted from a debt refinancing in 2011 that lowered interest
expenses. Fitch's new forecast shows a weaker credit profile for
IPALCO than prior expectations as it now includes capital
expenditure for a new power plant with related cost recovery
pushed beyond 2017 due to regulatory lag. Fitch now expects
consolidated FFO-to-total debt to decline to 10% by 2014 before
recovering to 11%-12% by 2017. Fitch expects the total debt-to-
EBITDA ratio to peak at approximately 6x before declining to 5x by
2017. The forecasted range of credit metrics through 2017 is lower
than Fitch's guideline ratios for a 'BB+' rated issuer, but the
weakness is considered temporary given the large capital
expenditure at IPL. The credit metrics are expected to strengthen
beyond 2017 as the new capex is reflected in rates.

Fitch forecasts IPL's FFO-to-debt ratio to weaken to 14% by 2016
before recovering in 2017. Similarly, debt-to-EBITDA is projected
to peak at approximately 4.0x, before declining to between 3.0x-
3.5x in 2017. IPL's credit metrics by 2017 are consistent with
Fitch benchmarks for its 'BBB-' IDR. IPL's current ratings reflect
constraining the additional leverage at IPALCO and the need for a
high proportion of IPL's earnings to be upstreamed to IPALCO as
dividends to support IPALCO debt.

Separation from AES:

The terms of IPALCO's $800 million notes provide a modest degree
of separation between IPALCO and its parent, AES. IPALCO's total
debt is limited to $1 billion (versus $800 million currently
outstanding). The ratio of IPALCO's EBITDA to interest must exceed
2.5x, and debt cannot exceed 67% of total capitalization on an
adjusted basis to make a distribution or intercompany loan to its
parent, according to IPALCO's articles of incorporation. Changing
the articles of incorporation would require shareholder approval
by AES, IPALCO board approval, and filing the revision with the
secretary of state. IPALCO and IPL maintain separate identity from
AES and do not mingle their cash with that of AES. The ratings of
IPALCO or IPL are not tightly linked to the IDR of AES.

Stable Regulatory Environment

IPL benefits from the stable regulatory environment in Indiana.
IPL has minimal commodity price exposure due to a regulatory pass-
through mechanism that allows the utility to recover fuel and
purchased power costs on a timely basis. Legislative measures
exist for IPL to recover environmental compliance related
investments and IPL has successfully recovered under these
measures in the past. The customer base is stable.

Liquidity

Liquidity is adequate, but IPL will be dependent on external
financing to meet its capex program. IPL maintains a $250 million
credit facility that extends until December 2015. IPALCO has no
liquidity facilities and depends on upstream distributions from
IPL to service its obligations and expenses. Also, $110 million of
debt maturities at IPL will be refinanced in 2013.

RATING SENSITIVITES

A positive rating action is unlikely for several years during a
period of rising capex led by increasingly stringent environmental
regulations and external financing needs at IPL. Fitch also
anticipates higher regulatory risk for IPL given the need for a
base-rate case proceeding in the 2014 to 2016 time period.

An inability to earn an adequate and timely return on IPL's
substantial capex program would pressure credit metrics and likely
lead to a rating downgrade. Capital expenditures in excess of
Fitch's current forecasts could stress the already leveraged
capital structure and place an incremental burden on IPL's cash
flows.

Fitch has affirmed these with a Stable Outlook:

IPALCO Enterprises, Inc.

-- Long-term IDR at 'BB+';
-- Senior secured debt at 'BB+'.

Indianapolis Power & Light Co.

-- Long-term IDR at 'BBB-';
-- Senior secured debt at 'BBB+';
-- Secured pollution control revenue bonds at 'BBB+';
-- Preferred stock at 'BB+'.


J.C. PENNEY: Said To Be In Talks With Wells Fargo for $500MM Loan
-----------------------------------------------------------------
Mike Spector, writing for The Wall Street Journal, reports that
people familiar with the matter said J.C. Penney Co. is in talks
with financiers led by Wells Fargo on a new loan to help shore up
the company's cash reserves.  Those sources said private-equity
firm TPG's specialty lending arm and Gordon Brothers Group, an
investment firm that sometimes finances troubled retailers, are
among those in discussions about providing funds for the loan.

The sources told WSJ that the $500 million loan would come due in
five years and be backed by the department store chain's
inventory, accounts receivable and intellectual property.  They
said Penney is expected to reach a deal for the loan perhaps
within the coming days.  Discussions were active Thursday, and
membership of the lending group was still fluid, the people added.

WSJ relates a Penney spokeswoman declined to comment. She pointed
to the company's statement Monday that it is exploring ways to
raise capital and putting plans in place to give it more financial
flexibility.

Bankers at Blackstone Group LP and Centerview Partners are
advising Penney on its fundraising options, which could include
issuing secured loans or selling a minority stake in the company,
people familiar with the matter have said, according to WSJ.

WSJ also reports that Penney on Thursday won a court ruling that
will allow it to sell housewares designed by homemaking maven
Martha Stewart despite objections from rival Macy's Inc., which
has its own exclusive contract to sell Martha Stewart goods.  In a
regulatory filing also on Thursday, Penney confirmed that two top
lieutenants of former CEO Ron Johnson -- Chief Operating Officer
Michael Kramer and Chief Talent Officer Daniel Walker -- have left
the company. Mr. Kramer received a $2.1 million severance payment.
No payment was mentioned for Mr. Walker.

                          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.

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.

In March 2013, Penney received a letter from bondholders
withdrawing and rescinding the Notice of Default.

On April 12, 2013, Penney 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. Penney said the move was to
enhance the Company's financial flexibility and position.


JACKSON PLAZA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Jackson Plaza, LLC
        2512 Ninth Street, Suite 7
        Berkeley, CA 94710

Bankruptcy Case No.: 13-42207

Chapter 11 Petition Date: April 15, 2013

Court: U.S. Bankruptcy Court
       Northern District of California (Oakland)

Judge: Roger L. Efremsky

Debtor's Counsel: David A. Arietta, Esq.
                  LAW OFFICES OF DAVID A. ARIETTA
                  700 Ygnacio Valley Road, #150
                  Walnut Creek, CA 94596
                  Tel: (925)472-8000
                  E-mail: david@ariettalaw.com

Scheduled Assets: $9,588,970

Scheduled Liabilities: $6,552,900

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Nicolas Haralambides, president.


JAMES RIVER: BlackRock Discloses 3.7% Stake at March 28
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
March 28, 2013, it beneficially owns 1,331,694 shares of common
stock of James River Coal Co. representing 3.71% of the shares
outstanding.  BlackRock previously reported beneficial ownership
of 1,889,089 common shares or a 5.26% equity stake as of Dec. 31,
2012.  A copy of the amended filing is available for free at:

                         http://is.gd/74wCo9

                          About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

James River reported a net loss of $138.90 million in 2012,
as compared with a net loss of $39.08 million in 2011.  The
Company's balance sheet at Dec. 31, 2012, showed $1.20 billion
in total assets, $949.49 million in total liabilities and
$254.62 million in total shareholders' equity.

                           *     *     *

In the Dec. 6, 2012, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating
("CFR") and Probability of Default Rating ("PDR") to Caa1 from B3.
The downgrades reflects weakening credit protection metrics as a
result of a very difficult environment facing coal producers in
Central Appalachia and Moody's view that the company's earnings
and cash flow profile will remain challenged in the near-term.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


JELD-WEN INC: S&P Revises Outlook to Positive & Affirms 'B' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Klamath Falls, Ore.-based JELD-WEN Inc. to positive from stable.
At the same time, S&P affirmed its 'B' corporate credit rating.

In addition, S&P raised its issue-level rating on the company's
second-lien notes to 'B' (the same as the corporate credit rating)
from 'B-' and revised the recovery ratings on the notes to '4'
from '5'.  The recovery rating reflects S&P's expectation of an
average (30% to 50%) recovery on the notes.

"The revised outlook reflects the improvement in credit metrics
over 2012 and our view that this trend will continue into 2013 and
2014 due to strong demand from a pickup in new home construction
and remodeling activity in the U.S.," said Standard & Poor's
credit analyst Thomas Nadramia.  "The outlook revision also
reflects management's progress in reducing fixed costs and
improving EBITDA margins, which we believe will rise to about 7%
in 2013."

The positive outlook reflects S&P's expectation that JELD-WEN's
operating performance will continue to improve during the next 12
to 24 months driven by the recovery in U.S. new home construction
and remodeling activity, and that margins will continue to improve
due to effective cost-cutting initiatives and higher absorption of
fixed overhead.  S&P expects the company's credit metrics to
improve but to remain appropriate for the "highly leveraged"
financial risk profile.  S&P's projections for 2013 and 2014 are
for leverage to fall to approximately 6.5x and 5.5x, respectively,
and adjusted funds from operations (FFO) to debt to increase to
9.5% to 10% in 2013 and 11% to 11.5% in 2014.  S&P also expects
interest coverage to improve to 3x to 4x.  These metrics will
provide adequate covenant headroom.  The outlook also reflects
S&P's expectation that liquidity will remain adequate to meet all
of the company's obligations and availability under the secured
revolver will be adequate to fund working capital and capital
expenditure requirements.

S&P could raise the rating within 12 months if the anticipated
uptick in new home construction and remodeling accelerates faster
than S&P's current forecast and the European recovery begins to
gain steam, causing the company's EBITDA to outperform its base-
case projections.  S&P could also raise the rating if it gains
confidence that interest coverage will be maintained in excess of
3.5x.  In addition, the company would need to maintain adequate
liquidity to fund working capital spend.  These scenarios could
occur if housing starts exceed one million units in 2013 and
remodeling activity grows more than 10%, year over year.

S&P views a negative rating as less likely; however, it could take
a negative rating action if the U.S. housing recovery stalls and
adjusted EBITDA falls below $150 million in 2013 and 2014, causing
leverage to return to 10x (or to 5x excluding the equity sponsor's
convertible preferred equity from debt) and the company's
liquidity position experiences significant deterioration.  Other
issues that might not alone trigger a negative rating action but
could be seen as contributing factors include cost-saving
initiatives substantially falling short of JELD-WEN's goals or a
protracted recession in Europe affecting demand.


JUMP OIL: Amends List of 20 Largest Unsecured Creditors
-------------------------------------------------------
Jump Oil Company filed an amended list of its 20 largest unsecured
creditors, disclosing:

        Entity                  Nature of Claim    Claim Amount
        ------                  ---------------    ------------
Cricle K                        --                   $5,000,000
1130 W. Warner Road
Tempe, AZ 85284

ConocoPhillips                  --                   $3,172,283
25910 Network Place
Chicago, IL 60673-1259

Shell                           --                     $250,000
P.O. Box 7247-6190
Philadelphia, PA 19170-6190

Pepsi Cola                      --                     $127,816

W O Smith                       Judgment                $65,323

Bryant & Blount Oil Company     Judgment                $62,500

Arkansas Valley Petroleum LLC   Judgment                $28,517

Strafford McDonald's            --                      $12,785

Almans LLC                      --                       $6,999

Acron, Inc.                     --                      Unknown

ADT Security Services           --                      Unknown

Anthem Blue Cross/Blue Shield   --                      Unknown

American Glass                  --                      Unknown

Arkansas Valley Petroleum LLC   --                      $28,516

ARS                             --                      Unknown

AT&T Mobility                   --                      Unknown

Callaway Electric Cooperative   --                      Unknown

Century Lint-TX                 --                      Unknown

City Utilities of Springfield   --                      Unknown

Resham Enterprise, LLC          --                       $5,660

                      About Jump Oil Company

Jump Oil Company owns 42 parcels of real property throughout the
state of Missouri, on which gas and service stations are operated
by various third-party lessees pursuant to lease agreements with
Debtor.  The gas stations are Phillips 66 branded stations,
pursuant to a branding and licensing agreement.

Jump Oil Company filed a Chapter 11 petition (Bankr. E.D.Mo.) on
Feb. 14, 2013, in St. Louis, Missouri to sell its gas stations
pursuant to 11 U.S.C. Sec. 363.

The Debtor has tapped Goldstein & Pressman, P.C. as counsel; HNWC
as financial consultants; Matrix Private Equities, Inc. as
financial advisor; Mariea Sigmund & Browning, LLC as special
counsel; and Wolff & Taylor, PC as accountants.

The Debtor's combined indebtedness as of the Petition Date, both
secured and unsecured, is $22.5 million.  Colonial Pacific Leasing
Station is owed $17.9 million secured by a perfected security
interest and liens 37 of the gas stations.  CRE Venture 2011-1,
LLC is owed $716,000 allegedly secured by three of the Debtor's
sites.  Lindell Bank is owed $347,000 allegedly secured by
interest in two of the Debtor's sites.  The formal schedules of
assets and liabilities are due Feb. 28, 2013.


K-V PHARMACEUTICAL: Committee to Oppose Plan Confirmation
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that K-V Pharmaceutical Co. is on notice that the
creditors' committee will oppose eventual approval of the
reorganization plan, assuming the company overcomes the first
hurdle at an April 23 hearing for approval of disclosure materials
explaining the plan.

Under the Chapter 11 reorganization plan filed in January, first-
lien noteholders would receive 82% of the stock along with a
$50 million second-lien term loan.  K-V's plan is supported by
holders of 78% of the $225 million in senior secured notes.

According to the report, in a court filing objecting to approval
of the disclosure statement, the committee said the plan wasn't
filed in good faith, "undervalues the debtors' assets" and
unfairly discriminates against unsecured creditors by failing to
give them the value they are "entitled to receive."  The committee
isn't satisfied with the pot of $1.5 million in cash being offered
to unsecured creditors, for a predicted 9 percent recovery.  The
committee also said the plan is insufficient in offering 3% of the
new stock to holders of convertible subordinated notes.

With regard to subordinated noteholders' ability to invest
$20 million for additional stock, the committee said the price is
"at a massive 91 percent premium to the debtors' asserted plan
value."  The committee conceded that its plan objections aren't
properly before the court at the earlier stage of disclosure
statement approval.  The panel said it believes the disclosure is
inadequate for lack of projections, the absence of an analysis of
enterprise value and failure to reveal the company's financial
performance while in bankruptcy.  In addition, the committee said
it wants the company to disclose the status of an "alternative
plan proposal" that may be made "in coming days" from an investor
group.

                     About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


K-V PHARMACEUTICALS: Alternative Plan Is in The Works
-----------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that creditors of
bankrupt K-V Pharmaceutical Co. on Tuesday told a New York
bankruptcy judge that they were ready to propose an alternative
Chapter 11 plan that would fully repay senior noteholders in cash
and would provide significant recovery to general unsecured
creditors.

According to the report, Erez Gilad of Stroock & Stroock & Lavan
LLP, an attorney for the creditors committee, and Gerald Bender of
Lowenstein Sandler LLP, who represents Susquehanna Advisors Group
Inc., said at a case conference Tuesday that they had investors
lined up and would present an alternative plan.

                     About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


KAISER ALUMINUM: S&P Alters Outlook to Positive & Affirms BB- CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Foothill Ranch, Calif.-based Kaiser Aluminum Corp. to
positive from stable.

At the same time, S&P affirmed all ratings on Kaiser, including
the 'BB-' corporate credit rating.

"The rating affirmation and outlook revision reflect our
expectation that Kaiser's operating performance will continue to
benefit from strong demand in its aerospace and automotive end
markets," said Standard & Poor's credit analyst Megan Johnston.
In this environment, S&P expects credit metrics to be good for the
rating, with debt to EBITDA of about 2x and funds from operations
(FFO) to debt of about 50%.  This assumes that acquisitions,
shareholder rewards and other discretionary outlays are funded
primarily with cash on hand or cash flow from operations.

S&P's base case scenario assumes a high backlog of airplane
builds, which Standard & Poor's estimates at seven to eight years'
worth of production, and which should translate into growing
orders.  S&P also projects that unit sales of light vehicles will
grow to about 15.2 million in 2013 from about 14.4 million in
2012.  These macroeconomic trends are important because Kaiser's
aerospace and automotive segments constitute a majority of value-
added sales.

Given these assumptions, S&P expects Kaiser will generate between
$175 million and $200 million in EBITDA in 2013, with debt to
EBITDA of about 2x and FFO to debt of about 50%.  S&P considers
these metrics to be strong for the current financial risk
assessment of "significant".  However, S&P believes the company's
revenue sources to be cyclical, and EBITDA has exhibited a high
level of volatility in the past.  Although the company has
historically been acquisitive and S&P views acquisitions as a
possible use of cash, for the current rating S&P would expect the
company to continue to maintain strong liquidity and for debt
to EBITDA to not exceed 4x on a sustained basis.

Kaiser Aluminum Corp.'s primary line of business is the production
of semi-fabricated specialty aluminum products for global markets.
Kaiser focuses on highly engineered products for the aerospace and
high strength, general engineering, automotive, and other
industrial end market applications, including rolled, extruded,
and drawn aluminum products.  The company operates 11 production
facilities in the U.S. and one in Canada.

S&P views Kaiser's business risk profile as "weak" based on the
company's small size and scope relative to its rated peers and the
high level of competition in the aluminum products industry.  The
company has significant exposure to cyclical end markets in its
commercial aerospace and automotive segments, and a moderate level
of customer concentration exists.  Metal price volatility is
mitigated by the company's pricing mechanisms, which base its
selling price on a spot, index-based, or a firm price which is
hedged.

S&P views Kaiser's liquidity profile to be strong based on the
following expectations:

   -- Sources of funds will exceed uses by at least 1.5x over the
      next 12 to 24 months.

   -- Sources of funds will exceed uses over the next 12 to 24
      months, even if forecasted EBITDA declines by up to 30%.

   -- The company will continue to exceed its availability
      threshold under its revolving credit facility, even if
      forecasted EBITDA declines by up to 30%.

Sources of liquidity as of Dec. 31, 2012, include about
$360 million in cash and equivalents and short-term investments,
as well as availability of $260 million under its asset based
lending (ABL) revolving facility (net of $7 million outstanding
letters of credit).  Availability under the ABL facility is
subject to a borrowing base of eligible accounts receivables and
inventory, which will fluctuate throughout the year due to
seasonal working capital changes.  Reported net borrowing base
availability has remained within a range of about $250 million to
$280 million over the past five quarters.  A fixed-charge covenant
of 1.1x is applied in the event that the borrowing base falls
below $30 million; based on S&P's projections, it do not believe
Kaiser will trigger the fixed-charge covenant.

Based on S&P's projections for 2013, it expects an increase in
working capital spending and capital expenditures to cause free
operating cash flow to decline to $20 million to $50 million from
about $100 million in the prior year.  S&P also expects the
company to maintain strong liquidity if it decides to pursue an
acquisition or shareholder-friendly action, such as increasing
dividends or share repurchases.  The company's next debt maturity
is in 2015, when its $175 million convertible senior notes mature.

   -- S&P's 'BB-'issue-level rating and '3' recovery rating on
      Kaiser's $225 million 8.25% senior notes due 2020 remain
      unchanged following S&P's review of Kaiser's recovery
      profile.  S&P continues to assess recovery prospects on the
      basis of a reorganization value of approximately
      $375 million.

   -- S&P's recovery analysis assumes that, in a hypothetical
      bankruptcy scenario, Kaiser's ABL facility would be fully
      covered.  Although the ABL commitment is currently
      $300 million, it assumed borrowings of about $230 million
      because of potential borrowing base constraints.

   -- S&P's recovery analysis treats the 8.25% senior notes as
      structurally senior to Kaiser's $175 million convertible
      notes due 2015 because the convertible notes lack subsidiary
      guarantees.  As a result, the value remaining after
      satisfaction of ABL claims flows to the 8.25% senior notes.

   -- S&P notes, however, that under its analysis, the expected
      senior note recovery would fall well below the 50%to 70%
      range represented by the current '3' recovery rating if the
      convertible notes were refinanced with either secured debt
      or unsecured debt that benefits from subsidiary guarantees.

   -- Simulated default and valuation assumptions.  Year of
      default: 2016EBITDA at emergence: $75 million.  Implied
      enterprise value (EV) multiple: 5x Gross EV: $375 million
      Simplified waterfall.  Net EV (after 5% administrative
      costs):  $355 million. Estimated ABL facility claim:
      $235 million.  Remaining value:  $120 million.
      Estimated 8.25% senior notes claim:  $235 million.  Recovery
      expectation:  50%-70% (lower end of range)

Note: Estimated claim amounts include approximately six months'
worth of accrued but unpaid interest.

The positive outlook reflects S&P's expectations that Kaiser's
operating performance will continue to improve as a result of
better end-market demand, particularly for the aerospace and high-
strength segment, and a gradually improving domestic economy.  S&P
expects Kaiser to generate between $175 million and $200 million
in adjusted EBITDA in 2013, resulting in debt-to-EBITDA of about
2x, and FFO to debt of about 50%.  S&P also expects liquidity to
remain strong to finance organic expansion and any acquisitions
the company may pursue.  S&P would raise its ratings on Kaiser if
end market demand remains strong and if management continues to
fund acquisitions and dividends such that leverage is maintained
at the low end of the 2x-3x range.

S&P could revise the outlook to stable if debt-to-EBITDA exceeds
3.5x on a sustained basis as a result of a deterioration in
operating performance over the next several quarters.  This could
occur if a global economic recession were to lead to a drop-off in
demand for airplanes and autos.  This could also occur if Kaiser
were to increase leverage to pursue an acquisition or shareholder-
friendly action, such as a special dividend or significant share
repurchases.


KEYSTONE GROVE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Keystone Grove, LLC
        P.O. Box 511238
        Punta Gorda, FL 33951

Bankruptcy Case No.: 13-04866

Chapter 11 Petition Date: April 15, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Judge: Caryl E. Delano

Debtor's Counsel: Edward J. Peterson, III, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229- 0144
                  Fax: (813) 229-1811
                  E-mail: epeterson@srbp.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Darol H.M. Carr, managing member.


KIT DIGITAL: Has Forbearance with Secured Lenders Until April 23
----------------------------------------------------------------
KIT digital, Inc., has entered into a forbearance agreement with
its secured lenders, which provides that the secured lenders will
not exercise any remedies against the Company through April 23,
2013, while the Company completes the necessary plan documents.

KIT digital has reached an agreement with three of the Company's
largest shareholders, Prescott Group Capital Management, JEC
Capital Partners, and Ratio Capital Partners to sponsor a
reorganization of the Company under Chapter 11 of the U.S.
Bankruptcy Code.  The reorganization is expected to be effectuated
pursuant to a Plan of Reorganization, which is anticipated to
include, among other things, a recapitalization of the Company
fully backstopped by the Plan Sponsor Group, an opportunity for
all existing shareholders to participate in the recapitalization,
and the regrouping of the core operating entities Ioko 365,
Polymedia, Kewego and Multicast into a newly formed group entity
called Piksel.  Through the Plan the Company expects to be in a
position to pay all vendors, suppliers and other holders of valid
pre-petition claims.

Only the non-operating parent holding company, KIT digital, Inc.,
will commence a Chapter 11 case to effectuate the proposed
restructuring.  It is anticipated that the Chapter 11 filing will
occur by April 24, 2013.

A copy of the Forbearance Agreement is available at:

                      http://is.gd/LYJGEC

                      About KIT digital

New York-based KIT digital, Inc., is a premium provider of end-to-
end video management software and services.  Its KIT Video
Platform, a cloud-based video asset management system, enables
clients in the enterprise, media and entertainment and network
operator markets to produce, manage and deliver multiscreen social
video experiences to audiences wherever they are.  The Company
services clients in more than 50 countries including some of the
world's biggest brands such as Airbus, AT&T, The Associated Press,
BBC, Best Buy, Bristol-Myers Squibb, BSkyB, Disney-ABC, FedEx,
Google, HP, MTV, News Corp, Telecom Argentina, Telefonica,
Universal Studios, Verizon, Vodafone and Volkswagen.

Bloomberg News notes that the last financial statements for New
York-based Kit show revenue of $107.3 million for six months ended
June 30, resulting in a $110.8 million loss from operations,
including a $55 million goodwill-impairment charge.  The net loss
for the half year was $176 million.

The June 30 balance sheet showed assets of $357.1 million and
liabilities totaling $146.9 million.

The three-year closing high for the stock was $16.94 on Jan. 3,
2011. The closing low was 17 cents on Dec. 21.  The stock closed
April 16 at 38 cents in over-the-counter trading.


LANDAMERICA FINANCIAL: Trustee Wants Experian Sanctioned
--------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that the liquidation
trustee in LandAmerica Financial Group's bankruptcy case on
Tuesday asked a Virginia federal judge to stop a conflict of
interest lawsuit launched by Experian Information Solutions Inc.
and sanction the credit-report provider for violating LFG's
Chapter 11 plan.

According to the report, in a motion asking U.S. Bankruptcy Judge
Kevin Huennekens to enforce the Chapter 11 injunction, trustee
Bruce Matson said the conflict of interest suit Experian filed in
Illinois federal court earlier this month is a ploy to get back at
him for filing an avoidance action.

                   About LandAmerica Financial

LandAmerica Financial Group, Inc., provided real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica Financial Group and its affiliate
LandAmerica 1031 Exchange Services Inc. filed for Chapter 11
protection (Bankr. E.D. Va. Lead Case No. 08-35994) on Nov. 26,
2008.  Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods
LLP served as co-counsel.  Zolfo Cooper served as restructuring
advisor.  Epiq Bankruptcy Solutions served as claims and notice
agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran PLC served as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan served as
counsel to the Creditors Committee of LFG.

In its bankruptcy petition, LFG reported total assets of
$3.325 billion and total debts of $2.839 billion as of Sept. 30,
2008.

On March 6, 2009, March 27, 2009, March 31, 2009, July 17, 2009,
Oct. 12, 2009, and Nov. 4, 2009, various LFG affiliates --
LandAmerica Assessment Corporation, LandAmerica Title Company,
Southland Title Corporation, Southland Title of Orange County,
Southland Title of San Diego, LandAmerica Credit Services, Inc.,
Capital Title Group, Inc., and LandAmerica OneStop Inc. -- also
commenced voluntary Chapter 11 cases.  The Chapter 11 cases of
LFG, LES, and the LFG Affiliates are jointly administered under
case number 08-35994.

LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009.
The Court on Nov. 23, 2009, entered an order confirming the Joint
Chapter 11 Plan of LFG and its Affiliated Debtors, dated Nov. 16,
2009, as to all Debtors other than OneStop.  The effective date
with respect to the Plan was Dec. 7, 2009.  Plan trustees were
appointed for LFG and LES.


LEHMAN BROTHERS: 'Milestone' Deals Will Pay Out $15B to Customers
-----------------------------------------------------------------
Matthew Heller of BankruptcyLaw360 reported that more than four
years after the historic collapse of the Lehman Brothers
brokerage, a New York bankruptcy judge on Tuesday approved
settlements for disputes among three Lehman entities that will
allow the brokerage to pay back $15 billion to nonretail
customers.

According to the report, the settlements include a reduction in
the customer claim of Lehman's European arm against the brokerage
from the $24 billion it initially sought to $9 billion.  U.S.
Bankruptcy Judge James M. Peck once called the Lehman Brothers
International Europe claim the "elephant in the room," the report
related.

                     About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LIFECARE HOLDINGS: Seeks to Purchase Care Facilities for $109MM
---------------------------------------------------------------
BankruptcyData reported that LifeCare Holdings filed with the U.S.
Bankruptcy Court a motion for approval to enter into the
Healthsouth Asset Purchase Agreement to acquire five long-term
acute care facilities from HealthSouth for a total purchase price
of approximately $109 million.

The Debtors explained that the transaction is to preserve, among
other things, highly valuable indemnification rights and non-
compete provisions, the report related.

The Court scheduled a May 7, 2013 hearing on the motion.

                          About LifeCare

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

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

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

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

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

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

An auction on the sale of substantially all of the Debtors' assets
was conducted on March 20.  The Debtors have agreed to sell their
assets to their existing lenders in exchange for debt, absent
higher and better offers.


LEVEL 3: Jeff Storey Named President and CEO
--------------------------------------------
The Board of Directors of Level 3 Communications, Inc., took
several actions relating to the leadership of the Company.

The Board appointed Jeff K. Storey, 52, to the position of
President and Chief Executive Officer of the Company effective
immediately, succeeding Mr. James Q. Crowe as Chief Executive
Officer.  The Board also nominated Mr. Storey for election to the
Board at the Company's 2013 Annual Meeting of Stockholders, which
is scheduled for May 23, 2013.  Mr. Crowe will not be nominated
for reelection to the Board.  As a result of these actions, Mr.
Crowe's term as a Board member will expire at the conclusion of
the Company's 2013 Annual Meeting of Stockholders and his
employment with the Company will terminate after a short
transition period.

Mr. Storey has been the Company's President and Chief Operating
Officer since 2008.  From December 2005 until May 2008, Mr.
Storey, was President -- Leucadia Telecommunications Group of
Leucadia National Corporation, where he directed and managed
Leucadia's investments in telecommunications companies.  Prior to
that, beginning in October 2002 Mr. Storey was President and Chief
Executive Officer of WilTel Communications Group, LLC, until its
sale to the Company in December 2005.  Prior to this position, Mr.
Storey was Senior Vice President -- Chief Operations Officer,
Network for Williams Communications, Inc., where he had
responsibility for all areas of operations for the Company's
communications network, including planning, engineering, field
operations, service delivery and network management.

Effective with his election as President and Chief Executive
Officer, the Board's Compensation Committee increased Mr. Storey's
base salary to $950,000 from $650,000 and increased his annual
long-term incentive award compensation to 100,000 outperform stock
appreciation rights, or OSOs, from 75,000 and to 100,000
restricted stock units, or RSUs from 75,000.  Mr. Storey will
continue to participate in the Company?s 2012 Management Incentive
and Retention Plan at the award levels originally granted to him.
The Compensation Committee has also determined that Mr. Storey as
the President and Chief Executive Officer will continue to be a
Participant in the Company's Key Executive Severance Plan.

Prior to April 11, 2013, the definition of "Participant" in the
KESP expressly excluded the Company's Chief Executive Officer,
because Mr. Crowe, the Company's Chief Executive Officer at the
time the KESP was adopted, was a party to an employment agreement
with the Company.  As Mr. Storey has not entered into an
employment agreement in connection with his appointment as the
Company's President and Chief Executive Officer, the Compensation
Committee has amended the KESP, effective April 11, 2013, to
permit the Company's Chief Executive Officer to be a "Participant"
under the Plan.

As a result of the Board's actions on April 11, 2013, Mr. Crowe
will be entitled to receive the severance and other benefits
outlined in Section 6(d) of his employment agreement.

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 incurred a net loss of $422 million in 2012, a net loss of
$756 million in 2011, and a $622 net loss in 2010.  The Company's
balance sheet at Dec. 31, 2012, showed $13.30 billion in total
assets, $12.13 billion in total liabilities and $1.17 billion in
total stockholders' equity.

                           *     *     *

As reported by the TCR on April 2, 2012, Fitch Ratings upgraded
Level-3 Communications' Issuer Default Rating to 'B' from 'B-' on
Oct. 4, 2011, and assigned a Positive Outlook.  The rating action
followed LVLT's announcement that the company closed on its
previously announced agreement to acquire Global Crossing Limited
(GLBC) in a tax-free, stock-for-stock transaction.

In the July 20, 2012, edition of the TCR, Moody's Investors
Service affirmed Level 3 Communications, Inc.'s corporate family
and probability of default ratings at B3.  The Company's B3
ratings are based on expectations that net synergies from the
recently closed acquisition of Global Crossing Ltd. will reduce
expenses sufficiently such that Level 3 will be modestly cash flow
positive (on a sustained basis) by late 2013.

Level 3 carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


LIVING VENTURES: De Leon & Company Raises Going Concern Doubt
-------------------------------------------------------------
Living Ventures, Inc., filed on April 15, 2013, its annual report
on Form 10-K for the year ended Dec. 31, 2012.

De Leon & Company, P.A., in Pembroke Pines, Florida, expressed
substantial doubt about Living Ventures' ability to continue as a
going concern, citing the Company's recurring losses from
operations, net capital deficiencies, and negative cash flows.

The Company reported a net loss of $1.9 million on $393,580 of
revenue in 2012, compared with a net loss of $462,196 on $nil
revenue in 2011.

The discontinued resin products segment was disposed in June 2012.
Operating results until its disposal was a net loss of $192,258
compared to a net loss of $347,578 for the year ended Dec. 31,
2011.  The reduced net loss from the discontinued operations in
2012 as compared to that of 2011 was mainly attributed to the
relatively shorter operating period in 2012 compared to 2011.  In
addition, the disposal of the resin products segment resulted in a
non-recurring loss of $727,297.

The Company's balance sheet at Dec. 31, 2012, showed $3.0 million
in total assets, $2.7 million in total liabilities, and
stockholders' equity of $305,748.

A copy of the Form 10-K is available at http://is.gd/4zLqmF

Maitland, Fla.-based Living Ventures, Inc., focuses on the
acquisition, development and operation of senior housing
communities.


LTS GROUP: S&P Corrects Rating By Reinstating 'B' 1st-Lien Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services corrected its ratings on LTS
Group Holdings LLC by reinstating its 'B' issue-level rating and
'3' recovery rating on the company's first-lien credit facilities.

The issue-level and recovery ratings on the company's first-lien
debt were erroneously withdrawn on April 16, 2013.

S&P's 'B' corporate credit rating and stable outlook on the U.S.
fiber-optic network operator LTS Group Holdings LLC ("Lightower")
are unchanged.  For the corporate credit rating rationale, see the
research on LTS Group published on March 15, 2013, on
RatingsDirect.

RATINGS LIST

LTS Group Holdings LLC
Corporate Credit Rating                           B/Stable/--

Ratings Reinstated

LTS Buyer LLC
First-Lien Credit Fac.
  $1.05 Bil. First-Lien Term Bank Loan Due 2020    B
   Recovery Rating                                 3
  $125 Mil. Revolver Bank Loan Due 2018            B
   Recovery Rating                                 3


LUXOMNI CORPORATION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Luxomni Corporation
          dba 29 Package Store
        4132 Lawrenceville Highway
        Lilburn, GA 30047

Bankruptcy Case No.: 13-58254

Chapter 11 Petition Date: April 15, 2013

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: George M. Geeslin, Esq.
                  Eight Piedmont Center, Suite 550
                  3525 Piedmont Road, N.E.
                  Atlanta, GA 30305-1565
                  Tel: (404) 841-3464
                  Fax: (404) 816-1108
                  E-mail: geeslingm@aol.com

Estimated Assets: $50,001 to $100,000

Estimated Debts: $1,000,001 to $10,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Patrick Anglin, owner.


LYON WORKSPACE: Lender Wins Auction With Debt Swap
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lyon Workspace Products LLC is seeking to sell the
business to the secured lender under a contract the company and
creditors' committee value at $22.15 million.  The winning bid
included an exchange for secured debt, assumption of specified
liabilities and some cash to cover expenses of the Chapter 11
case.

According to the report, at the auction this week for the maker of
steel lockers and storage products, the lender made the first bid
which the company valued at $21.4 million.  A competing bid by a
group including an affiliate of Gordon Brothers Group LLC forced
the bid higher.

The auction took place about a month later than the company
wanted.

The sale hearing was scheduled for April 18.

                     About Lyon Workspace

Lyon Workspace Products, L.L.C. and seven affiliates sought
Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 13-2100) on
Jan. 19, 2012.

Lyon Workspace -- http://www.lyonworkspace.com/-- is a
manufacturer and supplier of locker and storage products.  It has
400 full-time employees, 53% of whom are salaried employees.  The
weekly payroll is $200,000.  Eight percent of the employees are
members of the Local Union No. 1636 of the United Steelworkers of
America, A.F.L.-C.I.O.  The Debtor disclosed $41,275,474 in assets
and $37,248,967 in liabilities as of the Chapter 11 filing.

Attorneys at Perkins Coie LLP serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.


M.A.T. MARINE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: M.A.T. Marine, Inc.
        158 Jefferson Road
        Buzzards Bay, MA 02532

Bankruptcy Case No.: 13-12100

Chapter 11 Petition Date: April 11, 2013

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: David B. Madoff, Esq.
                  MADOFF & KHOURY, LLP
                  124 Washington Street - Suite 202
                  Foxboro, MA 02035
                  Tel: (508) 543-0040
                  Fax: (508) 543-0020
                  E-mail: madoff@mandkllp.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $500,001 to $1,000,000

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Kathleen Hallam, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Michael and Kathleen Hallam           13-11701            03/28/13


MANUEL MEDIAVILLA: Case Summary & Unsecured Creditor
----------------------------------------------------
Debtor: Manuel Mediavilla, Inc.
          aka Muebleria Mediavill
        Garden Hills Estate
        31 Calle 2
        Guaynabo, PR 00966

Bankruptcy Case No.: 13-02800

Chapter 11 Petition Date: April 11, 2013

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Mildred Caban Flores

Debtor's Counsel: Carmen D. Conde Torres, Esq.
                  C. CONDE & ASSOC.
                  254 San Jose Street, 5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203
                  E-mail: notices@condelaw.com

Scheduled Assets: $2,191,098

Scheduled Liabilities: $2,484,529

The petition was signed by Manuel Mediavilla Garcia, president.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
PRLP 2011 Holding, LLC             --                   $2,469,874
P.O. Box 70214
San Juan, PR 00936-8214


MARKETING WORLDWIDE: To Effect a 1:100 Reverse Stock Split
----------------------------------------------------------
Marketing Worldwide Corporation filed a Certificate of Amendment
to its Certificate of Incorporation based upon receipt of a
written consent to action dated March 8, 2013, from four persons
holding majority voting power of the Company.  These four persons
took action by written consent to approve a 1:100 reverse split of
the Company's common stock and to increase the authorized capital
stock of the Company to consist of 10,910,000,000 shares of which
stock 10,900,000,000 shares of the par value of $.00001 each will
be common stock and of which 10,000,000 shares of the par value of
$.001 each shall be preferred stock.  A copy of the Certificate of
Amendment to the Certificate of Incorporation of the Company is
available at http://is.gd/8zofmk

Based upon covenants in certain Securities Purchase Agreements and
Convertible Promissory Notes, the Company is required to reserve
shares of its common stock for future issuance.  The significant
increase in the amount of authorized shares was made by the four
persons holding majority voting power to accommodate the
requirements of the covenants in certain Securities Purchase
Agreements and Convertible Promissory Notes.

At April 8, 2013, the Company had 2,825,010,593 shares issued and
outstanding.  The Company is coordinating the implementation of
the 1:100 reverse split of the Company's common stock with FINRA
and anticipates approval and implementation by FINRA in the coming
weeks.

The Company's Series D stockholders, who hold majority voting
power, the board and management are taking actions based upon
their informed business judgment to continue operations for the
benefit of the creditors and shareholders of the Company.  Since
the Company is in the zone of insolvency, the Company must
consider the interests of both shareholders and creditors.  As the
Company strives to repay its debt and secure capital to support
higher revenue in future periods, there will be dilution to
existing stockholders caused by the issuance of common stock for
cash and in exchange for debt.  While management seeks to minimize
the dilution to existing stockholders, multiple factors beyond
management's control, such as general economic conditions, the
availability of and terms available for debt and equity funding,
and the trading price of the Company's common stock, have a
significant impact on this effort.  The Company's effort to
restructure its operations and to report positive cash flow and
profits is expected to take 6-12 months.  Investors are cautioned
that these efforts may not be successful.

                     About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

Marketing Worldwide incurred a net loss of $11.11 million for the
year ended Sept. 30, 2012, compared with a net loss of $2.27
million during the prior year.

Marketing Worldwide's balance sheet at Sept. 30, 2012, showed
$1.19 million in total assets, $16.24 million in total liabilities
and a $15.05 million total deficiency.

RBSM, LLP, in New York, 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
generated negative cash flows from operating activities,
experienced recurring net operating losses, is in default of
certain loan covenants, and is dependent on securing additional
equity and debt financing to support its business efforts which
factors raise substantial doubt about the Company's ability to
continue as a going concern.


MF GLOBAL: Ex-Broker Sentenced to 5 Years for Trades
----------------------------------------------------
Andrew Harris, writing for Bloomberg News, reported that former MF
Global (MFGLQ) Inc. broker Evan Brent Dooley was sentenced to five
years in prison for making unlawful unauthorized trades that
caused the now-defunct futures firm to lose more than $141 million
in 2008.

According to the Bloomberg report, the sentence, half of what the
government sought, was imposed by U.S. District Judge Robert M.
Dow in Chicago.  Dooley, who pleaded guilty in December to two
counts of violating speculative position limits under the
Commodities Exchange Act, was also ordered to serve one year of
supervised release and to pay $141 million in restitution.

"I stand before you today broken, humbled, a deeply remorseful
man," Dooley told Dow in a choked voice before being sentenced,
Bloomberg related. "I ask that you have mercy on me."

According to Bloomberg, Dooley was indicted in 2010, more than a
year before the bankruptcy filing of brokerage parent MF Global
Holdings Ltd. Still, the incident was cited as an example of risk
management weakness in a 124-page report released this month by
trustee Louis Freeh analyzing the firm's failure.

"MF Global suffered immediate and severe negative consequences
from the Dooley incident," which wiped out a year's worth of
profit, Freeh said, Bloomberg cited. "In the aftermath of the
Dooley incident, the company adopted a written framework for
managing risk. This framework was never fully implemented."

The case is U.S. v. Dooley, 1:10-cr-00335, U.S. District Court,
Northern District of Illinois (Chicago).

                          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.


MGM RESORTS: Former Ingram Micro CEO Appointed to Board
-------------------------------------------------------
MGM Resorts International announced that Gregory "Greg" Spierkel
has accepted an invitation to join the Company's Board of
Directors.  He was elected to his new post by the Board during its
meeting.

Mr. Spierkel served for seven years as the Chief Executive Officer
of Ingram Micro Inc. (NYSE:IM), a leading global technology
distributor.  He retired last year from the Fortune 100 Company,
which distributes and markets technology products from companies
including Apple and Microsoft.

"For 25 years, Greg has successfully managed complex, large-scale
operations throughout the world," said Jim Murren, MGM Resorts'
Chairman of the Board and Chief Executive Officer.  "He brings to
the board a unique blend of leadership, expertise in technology
and communications, and experience in Asia."

Mr. Spierkel led the Company's $500 million acquisition of Tech
Pacific and significantly strengthened its presence in Asia.  He
also led the transformation of the European region into a best-in-
class performer, delivering sales and operating margins at
historic highs.

Before joining Ingram Micro in 1997, Mr. Spierkel spent 11 years
at Canada-based Mitel Corp., a multinational manufacturer of PBX,
software and semiconductor products.  He also worked in market
research for Nortel Inc. and in sales and product development for
Bell Canada.

Mr. Spierkel, who is 56, serves as a board member for PACCAR Inc.,
a truck manufacturer and technology company.

A Canadian by birth, Mr. Spierkel earned a bachelor's degree at
Carleton University in Ontario, Canada, and an MBA at Georgetown
University in Washington, D.C.

His election to the Board is subject to required approvals or
waivers from gaming regulators.

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.

MGM's balance sheet at Sept. 30, 2012, showed $27.83 billion in
total assets, $18.56 billion in total liabilities, and
$9.26 billion in total stockholders' equity.

                        Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said that any default under the senior credit facility or the
indentures governing the Company's other debt could adversely
affect its growth, its financial condition, its results of
operations and its ability to make payments on its debt, and could
force the Company to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Oct. 15, 2012, Fitch Ratings has
affirmed MGM Resorts International's (MGM) Issuer Default Rating
(IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise)
IDR at 'B+'.


MOSS FAMILY: Can Employ Beachwalk Realty as Broker
--------------------------------------------------
Moss Family Limited Partnership and Beachwalk, L.P., sought and
obtained permission from Bankruptcy Judge Harry C. Dees, Jr., to
employ Beachwalk Realty, L.L.C., as broker, to sell 113 Cottage
Camp, the Debtors' property in Michigan City, Indiana.

The Debtors seek to sell the Property for $196,900.

The Debtors will pay in cash to the Broker for its services:

      a. 6% of the selling/exchange price or option selling
         price; and

      b. in the event of a purchase option, the Debtors agree to
         compensate the Broker 1%.

A copy of the listing contract is available for free at:

                       http://is.gd/OefKCM

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

                         About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter
11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on
July 17, 2012.  Judge Harry C. Dees, Jr., presides over the case.
Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C.,
represents the Debtors.  The Debtor disclosed $6,609,576 in assets
and $6,299,851 in liabilities as of the Chapter 11 filing.


MPM TECHNOLOGIES: Carbon Cycle Owns 60% Stake at April 1
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Carbon Cycle Investments LLC disclosed that, as of
April 1, 2013, it beneficially owns 6,000,000 shares and options
to purchase an additional 3,000,000 shares at the exercise price
of $0.20 per share, of MPM Technologies, Inc., representing 60% of
all outstanding shares and 40.34% of all shares on a fully
diluted, as if exercised basis.  A copy of the regulatory filing
is available for free at http://is.gd/nq88YZ

                      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.


NECH LLC: Disclosure Statement Hearing Set for May 9
----------------------------------------------------
Judge Richard M. Neiter of the U.S. Bankruptcy Court for the
Central District of California, Los Angeles Division, convened a
hearing on the status of Nech, LLC's Chapter 11 case and set the
following deadlines:

   -- May 9, 2013, at 2:00 p.m. as hearing for approval of the
      disclosure statement explaining the Debtor's Chapter 11 Plan
      of Reorganization;

   -- April 24, as the deadline to file objections to the
      Disclosure Statement; and

   -- April 30, as the deadline for the Debtor to reply to
      objections to the Disclosure Statement.

A status conference hearing will also be held on May 9.

As previously reported by The Troubled Company Reporter, the
Debtor's Plan restructures the Debtor's debt with its two secured
creditors: Bank of America, N.A., and the Los Angeles County
Treasurer and Tax Collector.  The Debtor's loan with BofA will be
paid fully within next 30 years with a 6% fixed interest rate.
The Debtor will pay off its debt with the Los Angeles Treasurer
and Tax Collector within the next 5 years with 6% interest.

General unsecured creditors are classified into two: Class 6(a)
and Class 6(b).  Class 6(a) is a creditor whose allowed claim is
$1,000 or less or who elects to reduce its allowed claim to
$1,000, will receive a single payment equal to 100% of its allowed
claim.  Class 6(b) creditors are other general unsecured creditors
who will be paid 0% of their allowed claims.

                          About NECH LLC

Baldwin Park, California-based NECH, LLC, filed its Chapter 11
petition on Aug. 12, 2012, in the U.S. Bankruptcy Court Central
District of California (Los Angeles), with Case No. 12-39607,
under Judge Richard M. Neiter.  NECH disclosed $9,836,584 in
assets and $286,628,147 in liabilities.  Bank of America, N.A.,
which holds a $283,790,245 claim, is the largest unsecured
creditor.


NEONODE INC: Wellington Holds 14% Equity Stake at March 31
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Wellington Management Company, LLP, disclosed that, as
of March 31, 2013, it beneficially owns 4,714,251 shares of common
stock of Neonode Inc. representing 14% of the shares outstanding.
A copy of the filing is available at http://is.gd/bHA4eS

                         About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.

The Company incurred a net loss of $9.28 million in 2012, a net
loss of $17.14 million in 2011 and a $31.62 million net loss in
2010.  The Company's balance sheet as of Dec. 31, 2012, showed
$12.16 million in total assets, $4.06 million in total liabilities
and $8.10 million in total stockholders' equity.


NES RENTALS: Announces Early Settlement of Tender Offer
-------------------------------------------------------
NES Rentals Holdings, Inc. on April 17 announced the early
settlement of its previously announced cash tender offer and
consent solicitation with respect to all of its outstanding $150.0
million aggregate principal amount of 121/4% Second Lien Senior
Secured Notes due 2015.  The tender offer and consent solicitation
were subject to the satisfaction or waiver of certain conditions,
including, among others, the consummation of a proposed
refinancing transaction by the Company yielding net proceeds in an
amount sufficient to fund all of its obligations (i) under the
tender offer and consent solicitation and any subsequent
redemption of Notes that remain outstanding and (ii) in connection
with the repayment in full of the Company's second lien term loan
due 2014.  As of April 17, 2013, these conditions were satisfied
and, pursuant to the terms and conditions of the tender offer and
consent solicitation as set forth in the Company's Offer to
Purchase and Consent Solicitation Statement, dated April 1, 2013,
the Company accepted for purchase all $84,806,000 (or
approximately 56.54%) of the outstanding aggregate principal
amount of Notes that had been tendered on or prior to 5:00 p.m.,
New York City time, on April 16, 2013.

Subject to the terms and conditions set forth in the Offer to
Purchase, holders who validly tendered their Notes on or prior to
the Consent Date will receive the total consideration of $1,067.50
per $1,000 principal amount of Notes accepted for purchase, which
includes a consent payment of $7.50 per $1,000 principal amount of
Notes, plus accrued and unpaid interest up to, but not including,
April 17, 2013, the date of early settlement for the tender offer
and consent solicitation.

The tender offer remains open and is scheduled to expire at 11:59
p.m., New York City time, on April 26, 2013, unless extended or
earlier terminated by the Company.  Holders who validly tender
their Notes after the Consent Date but on or prior to the
Expiration Date will receive the tender offer consideration of
$1,060.00 per $1,000 principal amount of Notes accepted for
purchase, plus accrued and unpaid interest up to, but not
including, the date of payment, on the final settlement date,
which is expected to occur promptly following the Expiration Date,
assuming satisfaction or waiver of the conditions to the tender
offer.  Holders of Notes tendered after the Consent Date will not
receive the consent payment.  Notes tendered after the Consent
Date but on or prior to the Expiration Date may not be withdrawn,
except where the Company elects to allow such withdrawal or in
limited circumstances where withdrawal rights are required by law.

The Company also announced today that it has called for redemption
all of the remaining outstanding Notes that were not purchased on
the early settlement date of the tender offer and consent
solicitation, in accordance with the redemption provisions of the
indenture governing the Notes.  The redemption date for the
remaining outstanding Notes will be May 17, 2013.  The redemption
price for the remaining outstanding Notes will be $1,061.25 per
$1,000 principal amount of Notes, plus accrued and unpaid interest
up to, but not including, the Redemption Date.  Payment of the
redemption price will be made on or promptly after the Redemption
Date.  A notice of redemption, which more fully describes the
terms and conditions of the redemption, has been sent to all
holders of the remaining outstanding Notes.  In connection with
the redemption, the Company satisfied and discharged its
obligations under the Indenture in accordance with the
satisfaction and discharge provisions of the Indenture by
depositing with the trustee sufficient funds to pay all amounts
owed in connection with the redemption of the remaining
outstanding Notes.  As a result of the satisfaction and discharge
of the Indenture, the Company has been released from its remaining
obligations under the Indenture and the Notes.

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

                About NES Rentals Holdings, Inc.

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

                          *     *     *

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

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


NEPHROS INC: Commences Rights Offering, Reduces Warrant Price
-------------------------------------------------------------
Nephros, Inc. on April 17 disclosed that it has commenced its
previously disclosed rights offering.  On April 17, 2013, the
Company will distribute to holders of its common stock and/or
warrants one non-transferable subscription right for each share of
common stock, and each share of common stock underlying a warrant,
held as of April 4, 2013.  The rights offering will expire at 5:00
p.m., Eastern Time, on May 17, 2013, if not extended by the
Company in its sole discretion.

On March 4, 2013, the Company filed with the Securities and
Exchange Commission (SEC) a registration statement on Form S-1,
which was subsequently amended by a registration statement on Form
S-1/A filed with the SEC on April 8, 2013.  The registration
statement was declared effective by the SEC on April 17, 2013.

Each subscription right will entitle its holder to purchase
0.18776 of a share of common stock of the Company at a
subscription price of $0.60 per share.  The Company will not issue
fractional shares issuable upon exercise of the subscription
rights.  Instead, the Company will round up any such fractional
shares to the nearest whole share.

The rights offering includes an over-subscription privilege which
permits each rights holder that exercises its rights in full to
purchase additional shares of common stock that remain
unsubscribed at the expiration of the rights offering.  This over-
subscription privilege is subject to the availability and
allocation of shares among holders exercising this over-
subscription privilege.  Assuming the rights offering is fully
subscribed, the Company estimates that it will receive gross
proceeds of $3 million, less the expenses of the rights offering.

In addition to the rights offering, the Company also announced
today that, commencing April 17, 2013, and during the period that
the rights offering is open (or until 5:00 p.m.)(or until
5:Eastern Time)(or until 5:on May 17)(or until 5:2013), it has
temporarily reduced the exercise price for its warrants issued in
March 2011 from $0.40 per share to $0.30 per share.  After the
expiration of this offering period, the exercise price will revert
back to $0.40 per share.

This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities, in any
jurisdiction in which such an offer, solicitation, or sale would
be unlawful prior to registration or qualification under the
securities laws of any jurisdiction.  The offering may only be
made by means of a prospectus, a copy of which may be obtained
from Nephros, Inc., 41 Grand Avenue, River Edge, New Jersey 07661,
Attention: Gerald J. Kochanski, (201) 343-5202, ext. 102.

                        About Nephros Inc.

Headquartered in River Edge, N.J., Nephros, Inc. (OTC BB: NEPH)
-- http://www.nephros.com/-- is a commercial stage medical device
company that develops and sells high performance liquid
purification filters.

As reported in the TCR on March 29, 2012, Rothstein Kass, in
Roseland, N.J., expressed substantial doubt about Nephros, Inc.'s
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that the Company has incurred negative cash flow
from operations and net losses since inception.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $2.2 million on $1.4 million of revenues, compared with a
net loss of $1.7 million on $1.7 million of revenues for the same
period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$3.9 million in total assets, $3.6 million in total liabilities,
and stockholders' equity of $323,000.


NGPL PIPECO: S&P Lowers Corp. Credit & Sr. Debt Ratings to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit and senior debt ratings on Houston-based pipeline company
NGPL PipeCo LLC to 'B' from 'B+'.  S&P maintained the company's
'3' recovery rating (which indicates S&P's expectation of
meaningful (50% to 70%) recovery if a payment default occurs) on
its senior secured notes and term loan.  The outlook is stable.

Standard & Poor's bases its rating on NGPL on the company's stand-
alone credit quality, which reflects its "highly leveraged"
financial risk profile, somewhat offset by its "satisfactory"
business profile under S&P's criteria.  The rating does not
address any credit risks of its shareholders.  Myria Acquisition
LLC (an unrated consortium of investors with an 80% ownership
stake) and Kinder Morgan Inc. (KMI; 20%) owns 20%.  In Standard &
Poor's opinion, NGPL is bankruptcy remote from its owners because
near-unanimous consent is required for an NGPL bankruptcy filing
and unanimous shareholder approval is required for all major
operating decisions.  However, KMI's operational and managerial
support, available through a 15-year operating contract, is a
factor when S&P's analyze NGPL's operations.  As of Dec. 31, 2012,
NGPL had nearly $3 billion of reported debt.

"NGPL's credit measures are weak due to a cash flow profile that
is under pressure because of reduced transportation rates on
portions of its system and less fuel retention, low natural gas
prices, and limited price volatility," said Standard & Poor's
credit analyst William Ferara.

S&P expects these trends to persist over the next couple of years
and hurt NGPL due to excess Mid-Continent gas supplies and limited
opportunities to take advantage of regional pricing differences.
While NGPL performed broadly as expected in 2012, S&P anticipates
debt to EBITDA and EBITDA interest coverage to be very aggressive
at nearly 9x and about 1.5x, respectively, in 2013.   S&P expects
ongoing weak market conditions and sustained higher operating
costs will be the primary drivers behind NGPL's underperformance
in 2013.  In addition, S&P expects NGPL's commodity gas sales and
services activities will continue to be impaired by these pricing
conditions.


NORTEL NETWORKS: Euro Creditors Appeal Ruling on Allocation Trial
-----------------------------------------------------------------
Peg Brickley, writing for Dow Jones Newswires, reports that
European creditors have appealed a decision that sent to trial a
fight over $7.3 billion sitting in the Chapter 11 coffers of
Nortel Networks Corp.

Judges in the U.S. and Canada in March refused to send the cash
dispute to arbitration and said they would decide how to split up
the money in a joint court trial instead.

In a written opinion dated April 3, Delaware Bankruptcy Judge
Kevin Gross said the dispute over the allocation of roughly $9
billion in proceeds from the sale of Nortel Networks assets will
be resolved in judicial proceedings, and not through an
arbitration.  He said "The Nortel Parties did not agree to
arbitrate and the Court will not -- indeed cannot -- compel
arbitration."  (Troubled Company Reporter, April 12, 2013)

On Wednesday, according to Dow Jones, officials looking out for
the interests of the former telecommunication company's European
creditors started the appeal process and warned no trial can go
forward until their appeal is resolved.

"The filing of the appeal . . . automatically deprives the
bankruptcy court of jurisdiction to decide the allocation dispute,
thereby staying proceedings on the allocation until the appeal has
been decided," wrote lawyers for the joint administrators
representing creditors of Nortel U.K. and other European units,
according to Dow Jones.

Dow Jones notes lawyers for Nortel U.S. did not immediately
respond to questions about how they intend to deal with the threat
of more delay in the long-running bankruptcy case.  Dow Jones
relaes that in appealing the ruling that sent the cash fight to
trial instead of to arbitration, Nortel's European creditors said
that a joint trial in courts in the U.S. and Canada is
unprecedented and unworkable.  If the U.S. bankruptcy judge and
the Canadian judge overseeing the end of Nortel's affairs don't
agree on any point in the complex of questions that need to be
resolved, or if their rulings are appealed and the U.S. and
Canadian appeal tribunals issue different decisions, there will be
no way to resolve the impasse, lawyers for the European creditors
warned.

According to Dow Jones, the European creditors warned that what
happens next in Nortel's case may sway the course of future
international insolvencies, prompting corporate national divisions
to dig in early and demand concessions during the sales process,
instead of trusting all would work out in the end.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.


NORTHCORE TECHNOLOGIES: TSX Listing Under Remedial Review
---------------------------------------------------------
Northcore Technologies Inc. commented on the delisting review
initiated by the Toronto Stock Exchange.

As of April 4, 2013, the TSX informed Northcore that it has
commenced a remedial review process with respect to continued
listing of its securities on the TSX.

It is Northcore's intent to work closely with the TSX throughout
the process to ensure that the best interests of the shareholders
are respected.  Management will continue to focus on business
priorities and execution against planned strategic initiatives as
the review process continues.

                     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.

The Company reported a loss and comprehensive loss of
C$3.93 million in 2011, compared with a loss and comprehensive
loss of C$3.03 million in 2010.  The Company's balance sheet at
Sept. 30, 2012, showed C$3.49 million in total assets, C$1.27
million in total liabilities and C$2.21 million in total
shareholders' equity.


OLD SECOND: To Release First Quarter Results on April 24
--------------------------------------------------------
Old Second Bancorp, Inc., will release financial results for the
first quarter of 2013 after the market closes on April 24, 2013.

The Company will also host an earnings call on Thursday, April 25,
2013, at 11:00 a.m. Eastern Time (10:00 a.m. Central Time).
Investors may listen to the Company's earnings call via telephone
by dialing 877-407-8035.  Investors should call in to the dial-in
number set forth above at least 10 minutes prior to the scheduled
start of the call.

A replay of the earnings call will be available until 12:00 p.m.
Eastern Time (11:00 a.m. Central Time) on May 9, 2013, by dialing
877-660-6853, using Conference ID #: 412598.

                          About Old Second

Old Second Bancorp, Inc., is a financial services company with its
main headquarters located in Aurora, Illinois.  The Company is the
holding company of Old Second National Bank, a national banking
organization headquartered in Aurora, Illinois and provides
commercial and retail banking services, as well as a full
complement of trust and wealth management services.  The Company
has offices located in Cook, Kane, Kendall, DeKalb, DuPage,
LaSalle and Will counties in Illinois.

Old Second reported a net loss available to common stockholders of
$5.05 million in 2012, as compared with a net loss available to
common stockholders of $11.22 million in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $2.04 billion
in total assets, $1.97 billion in total liabilities and
$72.55 million in total stockholders' equity.


ONE FIREROCK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: One Firerock, LLC
        9827 N. Rock Ridge Trail
        Fountain Hills, AZ 85268

Bankruptcy Case No.: 13-05798

Chapter 11 Petition Date: April 11, 2013

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Eddward P. Ballinger, Jr.

Debtor's Counsel: Dennis J. Wortman, Esq.
                  DENNIS J. WORTMAN, P.C.
                  202 East Earll Drive, Suite 490
                  Phoenix, AZ 85012
                  Tel: (602) 257-0101
                  Fax: (602) 279-5650
                  E-mail: djwortman@azbar.org

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Greg Harrington, manager.


ORMET CORP: Seeks to Sell Assets to Smelter Acquisition
-------------------------------------------------------
BankruptcyData reported that Ormet Corp. filed with the U.S.
Bankruptcy Court a motion for approval to sell substantially all
of the Debtors' assets free and clear to stalking horse bidder
Smelter Acquisition, a portfolio company owned by private
investment funds managed by Wayzata Investment Partners or to the
highest bidder at an auction.

As previously reported, the Debtors received a $30 million term
D.I.P. financing from Wayzata, the report recalled.

The bid for the assets consists of the repayment or assumption of
the DIP loans, credit bidding of $130 million of buyer securities,
and payment of cash for certain fees and expenses, BData said.

The Court scheduled a May 15, 2013 sale approval hearing.

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Attorneys at Dinsmore & Shohl LLP and Morris, Nichols, Arsht &
Tunnell LLP serve as counsel to the Debtors.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.


PAID INC: Rosen Seymour Raises Going Concern Doubt
--------------------------------------------------
PAID, Inc., filed on April 15, 2013, its annual report on Form
10-K for the year ended Dec. 31, 2012.

Rosen Seymour Shapss Martin & Company LLP, in New York, N.Y.,
expressed substantial doubt about PAID, Inc.'s ability to continue
as a going concern, citing the Company's recurring losses from
operations since inception and accumulated deficit of $50,284,867
as of Dec. 31, 2012.

The Company reported a net loss of $4.1 million on $14.0 million
of revenues in 2012, compared with a net loss of $4.0 million on
$6.9 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $4.2 million
in total assets, $2.5 million in total liabilities, and
stockholders' equity of $1.7 million.

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

Headquartered in Westborough, Massachusetts, PAID, Inc., provides
brand-related services to businesses and celebrity clients in the
entertainment industry as well as charitable organizations.


PATRIOT COAL: Peabody Balks at Debtors/Committee Rule 2004 Motion
-----------------------------------------------------------------
Peabody Energy Corporation asks the Bankruptcy Court to deny the
motion of the Patriot Coal Corporation and the Official Committee
of Unsecured Creditors for leave to conduct discovery of Peabody
pursuant to Bankruptcy Rule 2004, citing that it has already
agreed to provide than more than enough discovery under Rule 2004
to satisfy a good-faith inquiry.

Peabody says that Patriot is looking for ways to blame its
financial collapse on Peabody, seeking extensive pre-suit
discovery to prepare what will be a time-barred claim for
fraudulent transfer.  Specifically, Peabody says:

First, this is an obvious and improper attempt to by-pass Civil
Rule 26.  By its own statements, Patriot is working on a plan for
litigation against Peabody.

Second, Patriot has extensive resources for pre-suit
investigation.  Movants have access to Patriot executives involved
in the spin-off and to all the documents and databases that
Peabody transferred to Patriot at the time of the spin-off.

Third, Peabody already has agreed to allow a Rule 2004 "quick
fishing expedition" under a paradigm that Movants themselves
established.  Movants should not be permitted to impose still
higher costs and burdens on Peabody under the rubric of a
purported pre-suit "investigation."

                        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: Balks at Noteholders' Chapter 11 Trustee Motion
-------------------------------------------------------------
Patriot Coal Corporation and its subsidiaries object to the motion
of Aurelius Capital Management, LP, and Knighthead Capital
Management, LLC, for the entry of an order, pursuant to 11 U.S.C.
Sections 105(a) and 1104(a) directing the appointment of a
Chapter 11 trustee, citing that the appointment of a Chapter 11
trustee to administer the Non-Obligor Debtors' Chapter 11 cases
would be so destructive to those estates that it is difficult to
believe that the two Noteholders actually desire the unprecedented
relief that they request.

Patriot noted, among others:

"As an initial matter, the appointment of a trustee would
constitute an event of default under the Debtors' post-petition
loan agreements, triggering the lenders' rights to refuse further
funding of the Debtors' operations, accelerate the Debtors'
obligations to repay the loans in full under the agreements
and exercise remedies against virtually all of the Debtors and
their assets.  Ironically, the Noteholders point to a potential
financial covenant default down the road as a reason for
appointing a trustee, without acknowledging that the relief they
request would ensure and greatly accelerate the crisis they
allegedly want to avoid.

"Furthermore, a separation of the Debtors' interdependent
subsidiaries according to which legal entities have direct
obligations to the UMWA and which do not, including the separate
emergences from Chapter 11 that the Noteholders purportedly
desire, would be utterly impracticable and severely damaging to
the Debtors' business operations, resulting in value degradation
for all of the Debtors' stakeholders.

"The Trustee Motion relies solely on rhetoric, and is completely
devoid of any factual or legal support for the Noteholders'
baseless allegations.

"The Debtors' management team has been faithfully executing their
fiduciary duties to all stakeholders throughout these cases,
working tirelessly to maximize the value of these estates for the
benefit of all stakeholders.  Tellingly, no other stakeholder?even
those who have clashed with the Debtors on other issues?have
expressed support for the Trustee Motion.

Citibank Joinder to Debtors' Objection to Trustee Motion

Citibank, N.A., in its capacity as "First Out DIP Agent" under the
Superpriority Secured Debtor-in-Possession Credit Agreement, dated
as of July 9, 2012, joins in the objection of the Debtors to the
Noteholders' Chapter 11 Trustee Motion.

Citibank said: "The record before the Court establishes that,
contrary to the Noteholders' assertions, the Debtors and their
management have been actively pursuing, in the appropriate
discharge of their fiduciary obligations, a restructuring of the
Debtors' businesses so that they can successfully emerge from
Chapter 11 as a going concern enterprise.  As set forth in the
Debtors' objection, the Noteholders have utterly failed to
establish that appointment of a Chapter 11 trustee for the estates
of the Non-Obligor Debtors is appropriate or warranted as either a
matter of law or fact.

"Moreover, if granted, the Trustee Appointment Motion would set
off a chain of events that, paradoxically, could result in erosion
of the very value the Noteholders purportedly desire to preserve.
Specifically, as explained in the Debtors' objection, appointment
of a Chapter 11 trustee would constitute an event of default for
purposes of the DIP Facility, not only immediately terminating the
Debtors' ability to use cash collateral, but also allowing the
DIP Facility lenders to cease extending further credit to fund
operation of the Debtors' businesses.  In addition, the DIP
Facility lenders would also not be required to extend any
financing or credit to the Chapter 11 trustee.  Thus, at a very
critical juncture in its cases, Patriot could suddenly find itself
without financing and, likely, be forced to liquidate.

"The First Out DIP Agent submits that the relief requested in the
Trustee Appointment Motion is unnecessary to give the Noteholders
a voice in these Chapter 11 cases.  As parties in interest, the
Noteholders can continue to make their views known to other
constituencies and to the Court.  The draconian relief requested
would lead to a host of consequences that would not be in the best
interests of the estates and their stakeholders and could
substantially, if not fatally, impair the Debtors' efforts to
reorganize."

                        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: Retirees Balk at Motion to End Retiree Benefits
-------------------------------------------------------------
The Official Salaried Retiree Committee of Debtor Patriot Coal
Corporation and its affiliated Debtors objects to the Debtors'
motion for an order pursuant to 11 U.S.C. Section 363, authorizing
Debtors to terminate salaried retiree benefits [RE: related
document 3503], citing that:

The motion represents an inequitable, immoral, and unlawful
attempt by Debtors to obtain a de minimus benefit at the
overwhelming expense of the over 1,300 affected retiree families.

It is puzzling too that Debtors assert that "it is important that
the burdens associated with the Debtors' reorganization to be
shared equitably among the Debtors' stakeholders and the
modification and [that] termination of Non-Union Retiree benefits
is only fair given the sacrifices that the Debtors are demanding
from their union employees and other stakeholders." (Id. (emphasis
added).)  Debtors fail to mention, in this regard, that it has
made several offers to fund a VEBA trust for UMWA retirees by
offering to give the Union retirees a 35% equity stake in the
reorganized enterprise, participation in a profit sharing plan and
continuation of current benefits through January of 2014.  It is
estimated that the consideration offered by the Debtors to the
Union Retirees may valued as high as $400 - $600 million dollars.
While Debtors did agree to a fractional unsecured claim for the
non-Union retirees in the Agreed, the unsecured claim that it
would give rise to would likely constitute about 2% of the value
of what the retiree are faced with loosing [sic] here.
Accordingly, it is hard to imagine what Debtors' mean when
asserting that the sacrifices of Debtors' reorganizations will be
shared "equitably."

                        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: Wants Noteholder Group to Comply With Rule 2019
-------------------------------------------------------------
Patriot Coal Corporation and its subsidiaries ask the Bankruptcy
Court to enter an order: (i) compelling Aurelius Capital
Management, Knighthead Capital Management, LLC, and certain funds
and accounts managed or advised by Aurelius and/or Knighthead
(collectively, the "Noteholder Group") to comply with Federal Rule
of Bankruptcy Procedure 2019; (ii) barring the Noteholder Group
and its counsel from further participation in these cases until
they fully comply with Bankruptcy Rule 2019; (iii) holding the
Noteholder Group Pleadings in abeyance until such time as the
Noteholder Group fully complies with Bankruptcy Rule 2019; and
(iv) granting such other and further relief as the Court
determines is just and proper.

Patriot tells the Court that Bankruptcy Rule 2019 requires, in
relevant part, certain groups and committees that consist of
multiple creditors and act together to advance common interests to
disclose information about their financial holdings in the
Debtors, and that entities that represent such groups or
committees (e.g., law firms) must also comply with Bankruptcy Rule
2019.

Patriot said: "Unless the members of the Noteholder Group are all
affiliates or insiders of one another, and, upon information and
belief, they are not, the Noteholder Group is clearly a "group"
that is covered by Bankruptcy Rule 2019 and required to file a
verified statement.  Accordingly, both the Noteholder Group and
its counsel must disclose the information required under the
applicable provisions in subsection (c) of Bankruptcy Rule 2019
and must do so in a verified statement filed with the Court."

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PBJT935927 2008: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: PBJT935927 2008 Investments LLC
        1999 Echo Road
        San Jacinto, CA 92582

Bankruptcy Case No.: 13-16774

Chapter 11 Petition Date: April 15, 2013

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

Debtor's Counsel: John J. Oh, Esq.
                  KIM KANG & OH, APC
                  625 The City Drive, Suite 105
                  Orange, CA 92868
                  Tel: (714) 703-1100
                  Fax: (866) 740-5218
                  E-mail: john@kimkangoh.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Mark Smith, manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                           Case No.    Petition Date
        ------                           --------    -------------
Temecula Mining Group and Water Rights,  13-16153         04/04/13
LLC


PEREGRINE FINANCIAL: $1.23MM Interim Payment Approved for Trustee
-----------------------------------------------------------------
Mark Weinraub and P.J. Huffstutter, writing for Reuters, reported
that the trustee in charge of returning funds to customers of
scandal-ridden Peregrine Financial Group will receive an initial
payment of $1.23 million for his role in unwinding the failed
brokerage, a U.S. Bankruptcy Court judge ruled Wednesday.

According to the Reuters report, U.S. bankruptcy code allows for
the court-appointed trustee, Chicago lawyer Ira Bodenstein, to
receive a commission of up to 3 percent of the $123.3 million that
has been returned to former brokerage customers. The returned
monies represents less than one-third of the funds customers had
deposited with the futures broker when the firm collapsed and the
accounts were frozen last July.

The initial payment is only part of the $3.7 million in
compensation Bodenstein is seeking for his role in the bankruptcy
proceedings, which represents the maximum 3 percent commission
allowed under federal law, Reuters related.

While that sum may seem large, the Bankruptcy Court judge, Carol
Doyle, said Wednesday that only one person had written a letter to
the court to complain about the trustee's pay day request, Reuters
said.  In a letter that Doyle read in part in court, the person --
who claimed to have lost $100,000 -- questioned why Bodenstein
should make more money in "one fell swoop" than the defrauded
Peregrine customer would make in a lifetime.

Bodenstein told Reuters after Wednesday's 20-minute hearing at
federal Bankruptcy Court in Chicago that he expected the next
distribution to Peregrine customers would be sometime in the
summer, adding that he did not know how big the payments would be,
Reuters further related.

Bodenstein, according to Reuters, has described his compensation
request as "appropriate in light of the results and benefits
achieved through his efforts on behalf of the estate and its
creditors," according to court papers. Among other things,
Bodenstein's bill covers months'-worth of work, including travel,
meetings and interviews with reporters, according to an itemized
statement filed with the court.

Bodenstein refrained from asking for the full payment right away
because he did not want to be seen as putting himself ahead of
Peregrine's former customers, his lawyer, Robert Fishman,
previously told Reuters.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PEREGRINE FINANCIAL: Trustee Given $1.23 Million Interim Fee
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ira Bodenstein, the trustee for Peregrine Financial
Group Inc., overcame opposition from a customer group and received
approval for an interim award of $1.23 million in fees for his
services.

According to the report, Mr. Bodenstein was seeking one-third of
the statutory commission to which he's at least theoretically
entitled under Section 326(a) of the U.S. Bankruptcy Code.
Peregrine was a Ponzi scheme that surfaced when former Chief
Executive Officer Russell R. Wasendorf Sr. tried to commit suicide
in the headquarters' parking lot.

The trustee was seeking 1% of the $123.4 million he so far
distributed to creditors.  Bankruptcy law permits a trustee as
much as 3% in commissions based on the amount distributed to
creditors.  A customer group calling itself the Commodity
Coalition Inc. argued that the requested fee was "not reasonable
under any" standards.

U.S. Bankruptcy Judge Carol A. Doyle ruled at the hearing that the
customer group, itself not a customer or creditor, didn't have the
right to object, Mr. Bodenstein said.  The U.S. Trustee supported
the award, which Judge Doyle approved at the April 17 hearing.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PETER DEHAAN: Can Hire Re/Max Advantage as Real Estate Broker
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon granted Peter
Dehaan Holsteins, LLC, permission to employ John Lee and David
Wood of Re/Max Advantage Plus as real estate broker.

As reported by the Troubled Company Reporter on March 22, 2013,
the Debtor proposed to list for sale 224 acres of real property
and dairy facilities located at 22180 SE Lafayette Highway Salem
Oregon together with an additional five acres of real property and
improvements located adjacent to the Salem Dairy.  The initial
aggregate listing price of the real property will be $4.6 million.
The Debtor will pay Re/Max 6% of the sale price as a real estate
commission.

                   About Peter DeHaan Holsteins

Peter DeHaan Holsteins, LLC, is a recognized leader in the dairy
industry and well known for producing high quality milk products.
Pete DeHaan Jr., the Debtor's 100% owner and Managing Member, has
managed and operated dairy facilities in Oregon for over 15 years.
The Debtor's principal source of income is from the production and
sale of milk, which is shipped to Northwest Dairy Association, a
cooperative that transports, processes and sells the resulting
milk products.  In 2011 the Debtor produced 56,137,722 pounds of
whole milk which generated gross income of $11.19 million.

Peter DeHaan Holsteins employs 36 employees and its dairy herd
consists of 2,194 cows and 2,382 heifers for a total of 4,576
animals.  The dairy operations are conducted at three separate
farms located in Yamhill County and Washington County Oregon.  The
primary farm consists of milking facilities and a 230 acre farm
located at 22180 Lafayette Highway Salem, Oregon.  A second farm
is leased from Alan and Alice Beardsley which includes dairy
facilities and 280 acres of farmland located in Gaston, Oregon.  A
third farm consisting of 245 acres is owned by the Debtor and is
located in McMinnville, Oregon.  The McMinnville Farm is used
primarily for raising replacement heifers and growing crops used
to feed the Debtor's dairy cattle.

Peter DeHaan Holsteins filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35080) on June 29, 2012.  The Debtor estimated
assets of $10 million to $50 million and liabilities of up to
$10 million.  The Debtor is represented by Jeffrey C. Misley,
Esq., at Sussman Shank LLP, in Portland.

In its schedules, the Debtor disclosed $11,161,063 in assets and
$8,307,564 in liabilities.


PHH CORP: Improved Liquidity Prompts Moody's to Affirm CFR at Ba2
-----------------------------------------------------------------
Moody's Investors Service affirmed PHH Corporation's Ba2 corporate
family and senior unsecured debt ratings and revised the outlook
for the ratings to stable from negative.

Ratings Rationale:

The change in outlook to stable reflects PHH's improved liquidity
profile. Over the last year the company has renewed and extended
its committed unsecured revolving credit facility, accessed the
corporate debt markets on reasonable terms, and extended its
maturity runway. In January 2012, Moody's had changed PHH's rating
outlook to negative on the basis of the company's difficulties in
late 2011 and early 2012 accessing the corporate debt markets,
compounded by concerns with the company's relatively short-term
corporate debt profile.

PHH's ratings reflect its solid position in the fleet management
and leasing business, top ten position in the mortgage and
servicing business, moderate corporate debt levels and limited
asset quality concerns.

Offsetting these positive attributes is PHH's reliance on secured
funding facilities, which limit the company's financial
flexibility, as well as its key relationship concentrations in
mortgage banking, moderate level of profitability, general
uncertainties related to the future landscape in the US mortgage
market, and uncertainty with respect to the company's potential
liability, if any, from current regulatory reviews.

An upgrade of PHH's ratings is unlikely at this time. For the
ratings to be upgraded, the company will need to reduce its
reliance on short term secured funding facilities to finance its
mortgage banking and vehicle leasing businesses reduce key
relationship concentrations in the mortgage banking business, and
achieve stability in GAAP earnings.

PHH's ratings could be downgraded if the company's liquidity
profile weakens, its core earnings materially deteriorate, or if
current regulatory reviews result in material monetary exposures
or other consequences that weaken the company's franchise value.

Ratings affirmed:

Corporate family rating: Ba2

Senior unsecured: Ba2

Senior Unsecured MTN: (P) Ba2

Senior Unsecured Shelf: (P) Ba2

Commercial Paper: Not Prime

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.

PHH is a specialty finance company headquartered in Mt. Laurel,
NJ.


PINNACLE AIRLINES: Obtains Court Approval of Chapter 11 Plan
------------------------------------------------------------
A bankruptcy judge yesterday approved the proposed Chapter 11 plan
of reorganization of Pinnacle Airlines Corp.

U.S. Bankruptcy Judge Robert Gerber signed off the plan, which
sets the stage for creditors to start getting their money back,
and allows Delta Air Lines Inc.'s purchase of the company to
proceed.

Under the restructuring plan, secured creditors will be paid in
full while union and unsecured creditors will recover less than 1%
on claims.  A trust will be created for general unsecured claims.

The plan was laid out in an agreement among Delta, Pinnacle, and
the creditors' committee announced on Jan. 3.  After bankruptcy,
Pinnacle will continue as a feeder airline for Atlanta-based Delta
operating 81 regional jets with 76 seats.

A copy of the court order is available without charge at
http://is.gd/TwftgZ

Pinnacle said it expects to be out of bankruptcy by May 1,
according to an April 17 report by Dow Jones Business News.

The company used its bankruptcy to cut deals with its three main
unions that call for deep concessions among those workers.  It
also focused on cutting its operating costs, and ended up in the
wings of Delta, Dow Jones reported.

The deal calls for Pinnacle to nearly double the number of large
planes it flies for Delta to 81 and to phase out its fleet of
smaller planes.  As part of the deal, Pinnacle won't have to pay
fees to Delta for returning those smaller planes, which would save
the company more than $100 million, according to the report.

For unsecured creditors other than Delta, as well as union groups,
Delta will deposit $2.25 million into a trust.  When the claims
are sorted out, those creditors will divvy up that money, Dow
Jones reported.

                       About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million, and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.


PINNACLE AIRLINES: Heads to Delta With Ch. 11 Plan Approval
-----------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that regional carrier
Pinnacle Airlines Corp. on Wednesday earned a New York bankruptcy
judge's approval of its Chapter 11 reorganization plan, allowing
it to emerge from bankruptcy as a wholly owned subsidiary of Delta
Air Lines Inc.

According to the report, U.S. Bankruptcy Judge Robert E. Gerber
gave Pinnacle the go-ahead at a hearing where the airline's
attorneys presented a plan to overhaul the company's structure and
operations with all objections resolved and the support of its
creditors.

"My congratulations to you all," Judge Gerber said at the end of
the hearing, BLaw360 related.

                       About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million, and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.


PINNACLE FOODS: Debt Reallocation No Impact on Moody's Ratings
--------------------------------------------------------------
Moody's Investors Service said that Pinnacle Foods Finance LLC's
plan to shift $50 million of its previously announced senior
unsecured note offering to senior secured loans would not affect
the company's B1 Corporate Family Rating or any of its debt
instrument ratings, but would result in a slight adjustment to the
Loss Given Default assessment. The ratings outlook is positive.

With the announced reallocation, Pinnacle will now issue $350
million of 4.875% senior unsecured notes due 2021, and establish a
$1.78 billion senior secured loan package, consisting of a $150
million revolving credit facility expiring 2018 and a $1.63
billion term loan due 2020.

The LGD assessments will be amended as follows:

Pinnacle Foods Finance LLC:

Senior secured debt at Ba3 to LGD3 - 41% from LGD3 - 40%
Senior unsecured debt at B3 to LGD6 - 91% from LGD6 - 90%


PREMIERWEST BANCORP: Common Stock Delisted From NASDAQ
------------------------------------------------------
The NASDAQ Stock Market LLC filed a Form 25 with the U.S.
Securities and Exchange Commission to remove from listing or
registration common stock of Premierwest Bancorp.

On April 9, 2013, PremierWest was acquired by Starbuck Bancshares,
Inc., a Minnesota corporation, pursuant to the Agreement and Plan
of Merger, dated Oct. 29, 2012, as amended by the First Amendment
to Agreement and Plan of Merger, dated March 16, 2013, among
PremierWest, Starbuck and Pearl Merger Sub Corp., a wholly owned
subsidiary of Starbuck ("Merger Sub").  On April 9, 2013, pursuant
to and in accordance with the Merger Agreement, PremierWest merged
with and into Merger Sub, with Merger Sub the surviving entity.
The funding for this transaction came primarily from pre-existing,
legally binding capital commitments from existing investors in
Starbuck?s parent, SKBHC Holdings, LLC.  In connection with the
completion of the Merger, PremierWest common shareholders will
receive an amount in cash equal to $2.00 per share, without
interest, subject to deduction for any required withholding tax,
or approximately $20.1 million to PremierWest's common
shareholders.

In connection with the closing of the Merger, PremierWest
notified The NASDAQ Capital Market on April 9, 2013, that each
outstanding share of the Company's common stock, no par value per
share, was cancelled and converted into the right to receive $2.00
in cash, without interest, subject to deduction for any required
withholding tax, and requested that NASDAQ file with the
Securities and Exchange Commission an application on Form 25 to
report that the shares of common stock of PremierWest are no
longer listed on NASDAQ.  Additionally, PremierWest intends to
file with the SEC a Certification on Form 15 under the Securities
Exchange Act of 1934, as amended, requesting that its shares be
deregistered and that PremierWest's reporting obligations under
Sections 13 and 15(d) of the Exchange Act be suspended.

Also in connection with the completion of the Merger, pursuant to
the Securities Purchase Agreement, dated Dec. 11, 2012, among
Starbuck, PremierWest and the U.S. Department of the Treasury,
Starbuck purchased all of PremierWest's Fixed Rate Cumulative
Perpetual Preferred Stock, Series B and the warrant to purchase
shares of common stock issued by PremierWest to the Treasury in
exchange for a cash payment of $41.4 million, which TARP
Securities were cancelled immediately prior to the Merger.

The directors of Merger Sub immediately prior to the effective
time of the Merger are the directors of the surviving corporation,
and all directors of PremierWest immediately prior to the
effective time of the Merger ceased to be directors at the
effective time of the Merger.

                    About PremierWest Bancorp

PremierWest Bancorp is a bank holding company headquartered in
Medford, Oregon.  The Company operates primarily through its
principal subsidiary, PremierWest Bank, which offers a variety of
financial services.

The Company incurred a net loss of $11.4 million in 2012, as
compared to a net loss of $15.1 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $1.140 billion in total
assets, $1.067 billion in total liabilities, and stockholders'
equity of $73.4 million.

"Pursuant to the Agreement with the FDIC, the Bank was required to
increase and maintain its Tier 1 capital in such an amount as to
ensure a leverage ratio of 10% or more by Oct. 3, 2010, well in
excess of the 5% requirement set forth in regulatory guidelines.
The 10% leverage ratio was not achieved by Oct. 3, 2010.
Management believes that, while not achieving this target in the
timeframe required, the Company has demonstrated progress, taken
prudent actions and maintained a good-faith commitment to reaching
the requirements of the Agreement.  Management continues to work
toward achieving all requirements contained in the regulatory
agreements in as expeditious a manner as possible," the Company
said in its annual report for the year ended Dec. 31, 2012.


PROMMIS HOLDINGS: $1MM Executive Bonus Plan Approved
----------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a Delaware
bankruptcy judge on Tuesday signed off on an bonus plan for
mortgage processor Prommis Holdings Inc.'s top brass that could
bring the five-man management team more than $1.3 million,
depending on the results of potential asset sales.

According to the report, Georgia-based Prommis initially hoped to
have the motion on its key employee incentive plan heard April 10,
but agreed to delay consideration after the U.S. trustee and the
official committee of unsecured creditors objected they had not
had enough time to consider it.

                   About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings, LLC, and its 10
affiliates delivered their petitions for voluntary bankruptcy
under Chapter 11 of the Bankruptcy Code on March 18, 2013.  Judge
Brendan Linehan Shannon of the United States Bankruptcy Court
District of Delaware presides over the case.  The case is assigned
Bankruptcy Case No. 13-10551.

Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP,
serves as the Debtors' counsel, while Kirkland & Ellis LLP serves
as co-counsel.  The Debtors' restructuring advisor is Huron
Consulting Services, LLC.  Donlin Recano & Company, Inc., is the
Debtors' claims agent.

The petition estimated the lead Debtors' assets to range between
$10,000,001 and $50,000,000 and the lead Debtor's debts between
$50,000,001 and $100,000,000.  The petitions were signed by
Charles T. Piper, chief executive
officer.


QBEX ELECTRONICS: Can Hire Rada Gonzalez & CJEL as Special Counsel
------------------------------------------------------------------
QBEX Electronics Corporation, Inc., sought and obtained court
permission to employ Robinson Rada Gonzalez and the law firm of
Consorcio Juridico Especializado Ltda. Attorneys at Law as its
special litigation counsel.

Before filing for bankruptcy, the Debtor in Columbia commenced a
lawsuit styled Qbex Electronics Corporation vs. Platz 74 Ltda. and
Rada Gonzalez and CJEL were retained prepetition to prosecute the
action.

The Debtor and Platz 74 Ltda. entered into a contract for the
purchase and construction of a warehouse facility in Barranquilla,
Colombia.  In connection with the contract, the Debtor advanced
nearly $900,000 to Platz 74 Ltda.  Upon purported completion of
the building, the Debtor identified numerous and fundamental
structural and other construction defects.  As a result, the
Debtor refused to close on the purchase and commenced the
Colombian Litigation to recover damages estimated in excess of
$1 million.

Rada Gonzalez and CJEL estimates the balance of fee required to
pursue the Colombia Litigation will not exceed $25,000.  The
Debtor will pay Rada Gonzalez and CJEL $5,500 and the balance of
fees up to $25,000.  The Debtor told the Court it was impractical
to retain other counsel and Colombian lawyers would not likely be
willing to represent the Debtor without regular payment.

To the best of the Debtor's knowledge, Rada Gonzalez does not hold
or represent any interest adverse to the Debtor or its estate and
is "disinterested" 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.


RADIAN GROUP: Conference Call on Q1 Results Scheduled for May 1
---------------------------------------------------------------
Radian Group Inc. on April 17 disclosed that it will hold a
conference call on Wednesday, May 1, 2013, at 11:00 a.m. Eastern
time to discuss the company's first quarter results, which will be
announced prior to the market open on the same day.

The conference call will be broadcast live over the Internet at
http://www.radian.biz/page?name=Webcastsor at
http://www.radian.biz

The call may also be accessed by dialing 800-230-1096 inside the
U.S., or 612-288-0329 for international callers, using passcode
290876 or by referencing Radian.

A replay of the webcast will be available on the Radian website
approximately two hours after the live broadcast ends for a period
of one year.  A replay of the conference call will be available
approximately two and a half hours after the call ends for a
period of two weeks, using the following dial-in numbers and
passcode: 800-475-6701 inside the U.S., or 320-365-3844 for
international callers, passcode 290876.

In addition to the information provided in the company's earnings
news release, other statistical and financial information, which
is expected to be referred to during the conference call, will be
available on Radian's Web site under Investors >Quarterly Results,
or by clicking on http://www.radian.biz/page?name=QuarterlyResults

                         About Radian Group

Headquartered in Philadelphia, Radian Group Inc. --
http://www.radian.biz-- provides private mortgage insurance and
related risk mitigation products and services to mortgage lenders
nationwide through its principal operating subsidiary, Radian
Guaranty Inc.  These services help promote and preserve
homeownership opportunities for homebuyers, while protecting
lenders from default-related losses on residential first mortgages
and facilitating the sale of low-downpayment mortgages in the
secondary market.

                           *     *     *

As reported by the Troubled Company Reporter on March 4, 2013,
Standard & Poor's Ratings Services said that it has affirmed all
of its ratings on Radian Group Inc.  At the same time, S&P revised
the outlook to stable from negative.  S&P also assigned its 'CCC+'
senior unsecured debt rating to the company's proposed
$350 million convertible senior notes.

As reported by the Troubled Company Reporter on Oct. 17, 2012,
Standard & Poor's Rating Services raised its long-term issuer
credit ratings on Radian Group Inc. (RDN) to 'CCC+' from 'CCC-'
and MGIC Investment Corp. (MTG) to 'CCC+' from 'CCC'. The
financial strength ratings for both RDN's and MTG's respective
operating companies are unchanged.  The outlook on both companies
is negative.

"The outlook for each company is negative, reflecting the
continuing risk of significant adverse reserve development; the
current trajectory of operating performance; and the expected
impact ongoing losses will have on their capital positions," S&P
said in October 2012.  "We expect operating performance to
deteriorate for the rest of the year for both companies,
reflecting the affect of normal adverse seasonality on new notices
of delinquency and cure rates, and the lack of greater improvement
in the job markets."


REMARK MEDIA: Cherry Bekaert LLP Raises Going Concern Doubt
-----------------------------------------------------------
Remark Media, Inc., formerly HSW International, Inc., filed on
April 15, 2013, its annual report on Form 10-K for the year ended
Dec. 31, 2012.

Cherry Bekaert LLP, in Atlanta, Ga., expressed substantial doubt
about Remark Media's ability to continue as a going concern.  The
independent auditos noted that the Company incurred cumulative net
losses since inception of approximately $105.7 million and cash
used in operating activities of approximately $7.9 million during
the two years ended Dec. 31, 2012.

The Company reported a net loss of $7.0 million on $500,890 of
revenues in 2012, compared with a net loss of $6.8 million on
$5.0 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $6.4 million
in total assets, $3.6 million in total liabilities, and
stockholders' equity of $2.8 million.

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

Atlanta, Ga.-based Remark Media, Inc., formerly HSW International,
Inc., is a global digital media company focused on developing,
owning and operating next-generation web publishing platforms that
combine traditional web publishing and social media, with the goal
of revolutionizing the way people search and exchange information
over the Internet.


RENEGADE HOLDINGS: Has Potential Buyer, CFO Says
------------------------------------------------
Richard Craver, writing for the Winston-Salem Journal, reports
that a potential international buyer has emerged for Renegade
Holdings Inc., Renegade Tobacco Co. and Alternative Brands Inc.,
but a firm offer is expected only if they are allowed to exit
Chapter 11 bankruptcy, according to opening testimony Wednesday at
the hearing to confirm the companies' bankruptcy exit plan.

Winston-Salem Journal reports that Philip Ziesemer, Renegade's
chief financial officer, testified that Biosyntec, a Paris
manufacturer of high-tech cigarette filters and other tobacco
products, has been conducting due diligence on Renegade.
Biosyntec touts its mission as "the pioneer in safer smoke
research."

U.S. Bankruptcy Court Judge William Stocks in February approved
the disclosure statement explaining the second amended
reorganization plan submitted by trustee Peter Tourtellot.  The
Winston-Salem Journal reports the latest goal is for the companies
to emerge from bankruptcy protection July 1.  The National
Association of Attorneys General is opposed to the plan, saying it
does not provide adequate information and "describes a plan that
cannot be confirmed on its face."

According to Winston-Salem Journal, Mr. Ziesemer said Biosyntec is
aware it could require as much as $24 million to meet the three
companies' legal and creditor obligations.  Mr. Tourtellot said in
February it will cost at least $9.59 million to resolve the
companies' remaining financial and federal excise tax disputes.

Winston-Salem Journal notes Biosyntec officials could not be
reached for comment.  Mr. Ziesemer said that buying the three
companies would give Biosyntec a larger U.S. footprint.

                      About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.


RESIDENTIAL CAPITAL: Court OKs $7.8-Mil. Employee Bonuses
---------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York entered an order dated April 12, 2013,
authorizing Residential Capital, LLC, and its debtor affiliates to
implement two incentive plans covering eight insiders, and one
retention plan covering 155 non-insider employees, providing
bonuses of approximately $7.8 million to 163 employees, with
nearly 50% being paid to the eight insiders.

Specifically, the bonus payments include a non-insider retention
plan covering 155 employees (the "Estate KERP"), a multi-year
incentive plan covering six insiders (the "Estate KEIP"), and a
short-term incentive plan covering two insiders (the "Executive
KEIP").

The U.S. Trustee opposed the motion arguing that the Debtors have
failed to meet their burden of showing that the payments under the
two key employee incentive plans (KEIPs) are primarily
incentivizing rather than retentive.  To note, the U.S. Trustee
did not object to the KERP.  In response to the U.S. Trustee's
objection, the Debtors submitted a confidential spreadsheet of
total payments to KEIP and KERP participants, as requested.  The
Debtors also argued that the KEIP plans should be evaluated
pursuant to Section 503(c)(3) of the Bankruptcy Code, rather than
(c)(1), because there are numerous variables and challenges that
the participants must achieve in order to meet the designated
targets, and these accomplishments will provide material benefits
to the estate.

Judge Glenn overruled the U.S. Trustee's objection and held that
(1) the KEIP Payments do not constitute retention payments under
Section 501(c)(1), and (2) the Debtors have met their burden of
justifying the KEIP Payments.  The evidence, according to Judge
Glenn, establishes that the KEIPs are comprises of targeted
incentive payments for those individuals who have critical roles
in the Debtors' management and disposition of the remaining estate
assets.  Based on the evidence in the record, the Court concluded
that the Debtors have established by a preponderance of evidence
that the KEIPs are properly characterized as performance-based
incentive compensation plans, and are not retention plans for
insiders subject to the requirements of Section 503(c)(1).

"The maximum payout to these executives compared to other
employees will be a significant sum -- 14.34% of the total bonus
pool for the two Executive KEIP participants ($1.1 million), and
32.35% of the total bonus pool for the six Estate KEIP
participants ($2.52 million).  Therefore, the allocation of
benefits under the plans received close scrutiny by the Court.
But in light of the complexity and challenges of the tasks
remaining to be done, and the importance of executive leadership
in achieving the goals that have been set, the Court concludes
under all of the facts and circumstances that the plans satisfy
the standards set forth in Dana II and subsequent cases," Judge
Glenn stated.

In approving the Estate KERP, Judge Glenn concluded that the
Debtors have met their burden of showing that the Estate KERP is
justified by the facts and circumstances of the case.  The KERP
participants are not insiders under Section 101(31)(B) of the
Bankruptcy Code -- no individual eligible falls under the Estate
KERP has the ability to dictate overall company policy, Judge
Glenn said.  Judge Glenn also found that (1) there is a reasonable
relationship between the payment proposed and the results to be
obtained and (2) the Estate KERP is reasonable in cost and in
relation to market.  The employees included in the Estate KERP --
a majority of the employees of the Debtors -- are being
incentivized to remain with the Debtors notwithstanding its
ongoing liquidation, and their skills and expertise are essential
in properly and expediently winding down the Company, thereby
benefitting the estates and their creditors.

The hearing on the KEIPs and KERP was held on April 11.  At that
hearing, Judge Glenn held off on approving the request after
questioning the Debtors' counsel on whether the goals required for
the recipients are challenging enough to warrant the pay, Maria
Chutchian of BankruptcyLaw360 reported.  The following day, Judge
Glenn approved the request after determining that the payments
will help the Debtors meet their goals.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Seeks to Continue Use of AFI Cash Collateral
-----------------------------------------------------------------
Residential Capital LLC and its affiliates seek the Bankruptcy
Court's authority to continue using Cash Collateral of Ally
Financial Inc. under the AFI Senior Secured Credit Facility, AFI
under the AFI Letter of Credit, and the Junior Secured Noteholders
under the 9.625% Junior Secured Notes 9.625% due 2015.

As of the Petition Date, the outstanding principal amount under
the AFI LOC is approximately $380 million, the outstanding
principal amount of the AFI Senior Secured Credit Facility was
approximately $747 million, and the outstanding principal amount
of the Junior Secured Notes was approximately $2.1 billion.  The
Junior Secured Notes accrue interest at a non-default rate of
9.625% per annum, payable semi-annually in arrears, and are
repayable in three equal tranches of $707 million in May of 2013,
2014 and 2015.

The Debtors propose to continue the use of Cash Collateral through
the effective date of a Chapter 11 plan on a non-consensual basis
pursuant to Section 363 of the Bankruptcy Code.

The Cash Collateral securing each of the AFI LOC, the AFI Senior
Secured Credit Facility, and the Junior Secured Notes, will be
used to fund (i) the asset monetization/preservation costs related
to the assets of each of the collateral pools, (ii) all accrued
and unpaid amounts payable with Cash Collateral in accordance with
the AFI/JSB Cash Collateral Final Order, which accrued prior to
the closing of the sale of the Debtors' mortgage loan origination
and servicing platform but have not yet been paid, (iii) the
"Carve Out," and (iv) the Adequate Protection Payments to AFI, in
its capacity as lender under each of the AFI LOC and the AFI
Senior Secured Credit Facility.

The Cash Collateral securing the AFI Senior Secured Credit
Facility will also be used to fund (i) the wind down costs of the
mortgage origination pipeline, (ii) the costs related to Debtor
Executive Trustee Services, LLC, and (iii) advance obligations
with respect to servicing agreements remaining the estate
following the closing the Sales.

The Cash Collateral securing the AFI LOC will also be used to fund
(i) indemnification payments to Ally Bank under the Ally Bank
Servicing Agreement, with respect to modifications to Ally
Bank loans made in accordance with the settlement with the U.S.
Department of Justice and the Attorney General, and (ii) any costs
to service any servicing rights remaining the estate following the
closing of the Sales.

According to the Debtors' counsel, Gary S. Lee, Esq., at Morrison
& Foerster LLP, in New York, the Debtors seek further extension of
their Cash Collateral access.  At present, pursuant to a
consensual stipulation they entered into with AFI and the Junior
Secured Noteholders, the Debtors have authority to use the Cash
Collateral only through April 18, 2013.  The Junior Secured
Noteholders have consistently taken the position that the Debtors
should not be permitted to use any of their Cash Collateral to
fund the disposition of their collateral.  Mr. Lee, however,
believes that the position that unsecured creditors should bear
the expense of maintaining the secured creditors' collateral --
where none of the proceeds of the collateral are likely to benefit
unsecured creditors -- is simply untenable.

Mr. Lee says following the closing of the sales of the Debtors'
assets, there remains a great deal of work on the Chapter 11
cases, including the disposition of approximately $1.561 billion
of remaining non-cash assets, approximately 52% of which is the
Cash Collateral at issue.

The Debtors disclose that they are discussing with AFI and the
Junior Secured Noteholders a possible consensual extension of Cash
Collateral use through April 30, 2013, to allow for their Motion
to be heard on regular notice, subject to the Court's
availability.  If a consensual extension cannot be obtained, the
Debtors may require an emergency interim hearing on or before
April 18, 2013.

The Debtors tell the Court that AFI and the Junior Secured
Noteholders are adequately protected because any use of Cash
Collateral will be used solely to protect their collateral from a
diminution in value.  Mr. Lee adds that under the AFI/JSB Cash
Collateral Final Order, the Debtors provided the Lenders with a
robust adequate protection package, which included junior liens on
more than $1.295 billion of excess value in the AFI LOC
collateral.  As a result of the Sales and the monetization of a
significant portion of the AFI LOC collateral, that package has
been further enhanced and, following the closing of the Sales,
consists primarily of (i) approximately $1.115 billion in cash and
(ii) approximately $450 million in whole loans insured by the
Federal Housing Administration or guaranteed by the Department of
Veterans Affairs, each of which constitutes valuable collateral
that is not subject to significant fluctuation in value in the
hands of the Debtors.

Specifically, in exchange for the Debtors' use of the Cash
Collateral, AFI and the Junior Secured Noteholders were granted
adequate protection in the form of (i) replacement liens, (ii)
superpriority administrative expense claims to the extent the
replacement liens are insufficient to provide adequate protection,
(iii) adequate protection payments, and (iv) the Debtors'
agreement to satisfy certain reporting requirements.  In addition,
AFI, in its capacity as lender under the AFI Senior Secured Credit
Facility, and the Junior Secured Noteholders were granted Adequate
Protection Liens in the form of replacement liens on all of the
equity of the borrowers under the DIP Facility extended by
Barclays Bank PLC.  The Debtors also made certain covenants as
additional adequate protection, including a covenant that required
the effective date of the Debtors' Chapter 11 plan to have
occurred by December 15, 2012.

In exchange for the continued use of Cash Collateral, the Debtors
propose to grant the Adequate Protection Parties with the same
adequate protection as provided under the AFI/JSB Cash Collateral
Final Order, provided that the Junior Secured Noteholders will no
longer be entitled to the Adequate Protection Payments.  The
Debtors believe that the New AP Package, in conjunction with the
substantial equity cushion that exists with respect to the AFI
LOC and the AFI Senior Secured Credit Facility, is more than
sufficient to protect the interests of the Adequate Protection
Parties during the Cash Collateral Extension Period.

Mr. Lee asserts that, because the Lenders are adequately
protected, they will not be harmed by the Debtors' proposed use of
Cash Collateral.  To the extent there is any diminution in the
value of the Lenders' collateral as a result of the Debtors'
proposed use of Cash Collateral, which the Debtors believe to be
impossible in light of the proposed limited use of the Cash
Collateral, the Lenders will be able to recover those amounts from
their robust adequate protection package.

If, on the other hand, the Court does not permit the Debtors to
use Cash Collateral to fund asset disposition costs, then the
Debtors will have little choice but to return certain collateral
to the Lenders, including the FHA/VA loan collateral, so the
Lenders can liquidate the collateral themselves, Mr. Lee says.
Alternatively, the Debtors could engage in an expedited sale
process to liquidate certain collateral for the Lenders, provided
that the Lenders pay for the costs of that expedited sale process.
The Debtors, however, believe that it would be inconsistent with
their fiduciary duties to use the limited assets that would
otherwise be available for unsecured creditors to liquidate assets
solely for the benefit of the Lenders, Mr. Lee tells the Court.
Moreover, for certain collateral that cannot be returned to the
Lenders or promptly sold, the Debtors will evaluate the cost of
continuing to monetize that collateral and determine whether it is
in the Debtors' best interest to continue doing so, Mr. Lee says.

A full-text copy of the Debtors' current forecast of anticipated
cash receipts and disbursements for the six-month period
commencing on April 1, 2013, is available for free at:

       http://bankrupt.com/misc/RESCAPcashcolex0412.pdf

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Panel Wants to Pursue Claims Against AFI
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Residential
Capital LLC's cases seeks the Bankruptcy Court's authority to
prosecute and settle on behalf of the Debtors' estates all claims
arising from the investigation conducted by the Committee and the
Chapter 11 Examiner that the estates may have against Ally
Financial Inc. and certain of AFI's non-debtor affiliates.

The Committee says the Debtors have consented to its standing to
bring certain claims.  The Debtors have asserted that the claims
against the AFI Defendants may be worth billions of dollars -- and
indeed may render AFI liable for the entire $20-25 billion of the
estates' unsecured liabilities, the Committee adds.

The Committee relates that its investigation reveals a troubling
scheme by AFI to exploit and misuse its control over the Debtors
for its own benefit.  This scheme, the Committee adds, took the
form of related-party transfers of assets and liabilities worth
billions of dollars, some of which were designed to help minimize
AFI's potential $20 billion-plus liability for creating the
overall mortgage securitization mess in which the Debtors and AFI
now find themselves.

"In short, the information available to date paints a stark
picture of AFI's domination, control, and abuse of the Debtors
that supports strong claims against the AFI Defendants, including
for veil-piercing, fraudulent conveyance, indemnification,
preferential transfer, and equitable subordination -- all of which
the Committee is prepared to litigate vigorously," Kenneth H.
Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, in New
York, asserts on behalf of the Committee.

Together with its motion to prosecute, the Committee also filed an
application for leave to file the motion under seal in accordance
with a Uniform Protective Order previously approved by the Court.
The application for leave will be presented for Court approval on
April 26, 2013, at 12:00 p.m.  Objections are due April 19.

A hearing on the Committee's motion to preclude will be held on
April 30, 2013, at 10:00 a.m.  Objections are due April 22.

                    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: Wins Final Approval of $250 DIP Financing
---------------------------------------------------
Wayne Perry, writing for The Associated Press, reports that Judge
Judith Wizmur gave Revel final approval of its $250 million
temporary financing that lets the casino pay employees, buy
supplies, continue player loyalty programs and pay taxes and
utility bills, among other things.  The judge gave preliminary
approval to the plan last month.  With little opposition having
been voiced by creditors since then, the judge made her approval
final Thursday.

The AP report notes the bankruptcy judge is scheduled to consider
Revel's turnaround plan at a hearing May 13.  The Plan proposes to
eliminate 82% of its $1.5 billion debt by converting most of it
into equity for lenders.

"We are very pleased with the progress of the case, and we're
looking forward to exiting from bankruptcy in mid-May," said
Dennis Stogsdill, Revel's chief restructuring officer, according
to the report.

According to AP, Revel said Thursday it has reached a settlement
with Atlantic City over back and future taxes on the resort, which
cost $2.4 billion to build. The compromise plan assessed Revel at
a higher rate than its owners say it's worth but lower than the
rate Atlantic City sought.

In filings with securities regulators in March, Revel said that it
was worth no more than $450 million and that it could take four
years to become fully profitable.  According to AP, Chris Greco,
an attorney for the casino, said Revel and Atlantic City had
differed on how much the property should be assessed at for tax
purposes. The 2011 assessment was $820 million, and the 2012
assessment, reflecting the casino's opening in April of that year,
was $1.47 billion -- a figure Atlantic City had wanted to increase
to $1.8 billion.  Revel appealed that decision, and both sides
worked out a deal under which tax assessments for 2011 and 2012
will remain at their original levels, and the assessments for 2013
through 2015 will be set at $1.15 billion per year.

Meanwhile, Suzette Parmley, writing for the Philadelphia Inquirer,
reports that Revel on Tuesday began issuing pink slips to 83
employees.  Interim chief executive Jeffrey Hartmann, who took
over for former CEO Kevin DeSanctis last month, said the decision
to trim the workforce came after a careful review of business
volume and staffing levels after Hurricane Sandy.

                          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.


REVEL AC: Lays Off 83 Casino Workers
------------------------------------
Wayne Parry, writing for Bloomberg News, reported that Atlantic
City's newest casino is turning to layoffs to help it deal with
financial problems as it works its way through bankruptcy court.

According to the Bloomberg report, Revel laid off 83 workers on
Wednesday. The cuts represent about 2.5 percent of the casino's
workforce.

Bloomberg related that acting CEO Jeffrey Hartmann said the cuts
were difficult but necessary for Revel to compete in a cutthroat
market. The $2.4 billion resort opened a year ago, but has
languished near the bottom of Atlantic City's 12 casinos in terms
of the amount of money won from gamblers.

"Following a careful and thorough evaluation of our business, we
have decided that we must adjust our staffing to align with
business demands," he said, according to Bloomberg. "While this
reduction ... was a difficult decision, it will ultimately
strengthen Revel's position within the highly competitive Atlantic
City marketplace."

The cuts were made in departments throughout the company, from
vice president level to dealers, Bloomberg said.

Hartmann further told Bloomberg that Revel does not anticipate
having to cut any further jobs in the foreseeable future. The
casino has 3,217 employees following the layoffs, although
additional seasonal workers will be added for the summer.

"We are anticipating growth in revenues, and we think that's going
to occur," he said.

                          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.


RITE AID: Reports $123.1 Million Net Income in First Quarter
------------------------------------------------------------
Rite Aid Corporation reported net income of $123.08 million on
$6.45 billion of revenues for the 13 weeks ended March 2, 2013, as
compared with a net loss of $161.25 million on $7.14 billion of
revenues for the 14 weeks ended March 3, 2012.

For the 52 weeks ended March 2, 2013, the Company reported net
income of $118.10 million on $25.39 billion of revenues, as
compared with a net loss of $368.57 million on $26.12 billion of
revenues for the 53 weeks ended March 3, 2012.

The Company's balance sheet at March 2, 2013, showed $7.07 billion
in total assets, $9.53 billion in total liabilities and a $2.45
billion total stockholders' deficit.

"Thanks to the hard work of our entire Rite Aid team, we generated
outstanding results in the fourth quarter, which helped us to
deliver one of the best full-year performances in company
history," said Rite Aid Chairman, President and CEO John Standley.
"In addition to setting a new company record for full-year
Adjusted EBITDA, we generated full-year net income for the first
time since fiscal 2007."

"For Rite Aid, being able to report these results is a great
moment that has been many years in the making.  I'm very proud of
our nearly 90,000 associates, who have worked together to execute
key initiatives, grow sales, manage expenses and serve our
customers like never before.  Together, we are successfully
transforming Rite Aid into a true neighborhood destination for
health and wellness.  As a result, our company is stronger and
better equipped to meet the individual wellness needs of our
valued customers and patients," Standley added.

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

                        http://is.gd/nOrRAA

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia and fiscal 2012 annual
revenues of $26.1 billion.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

Rite Aid carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


ROBERTS LAND: Can Hire Smith Hulsey & Busey as Special Counsel
--------------------------------------------------------------
Roberts Land & Timber Investment Corp. and Union Land & Timber
Corp., sought and obtained court permission to employ Smith Hulsey
& Busey as its special counsel nunc pro tunc to January 4, 2013.

The Debtors expect Smith Hulsey & Busey as special counsel to
represent the Debtors, as co-counsel with Debtors' counsel, in all
matters relating to or arising from the confirmation of a Chapter
11 Plan in their cases, including all related contested matters,
adversary proceedings or appeals.

To the best of the Debtors' knowledge, Smith Hulsey & Busey has no
connection with the creditors or any other party in interest,
except that Smith Hulsey represents Avery C. Roberts in the
case of Sugarleaf Timber LLC (Case No. 3:11-bk-03352-PMG) and
other unrelated matters.  Although Avery C. Roberts is an
unsecured creditor of Debtor, Roberts Land & Timber Investment
Corp., the unsecured claim held by Avery C. Roberts has been
voluntarily subordinated to the claims held by the other unsecured
creditors in that case.  Based upon information provided by the
Debtors and Mr. Roberts, Smith Hulsey submits that the
simultaneous representation of these parties does not present an
actual conflict of interest under Section 327(c) of the Bankruptcy
Code.

Smith Hulsey and Avery C. Roberts have entered into an agreement
by which Mr. Roberts has agreed to pay the services rendered and
costs advanced by Smith Hulsey on behalf of the Debtors in their
cases. Smith Hulsey therefore will not file any application
seeking compensation from the Debtors' estates.

                       About Roberts Land

Roberts Land & Timber Investment Corp. filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 11-03851) in Jacksonville, Florida, on
May 25, 2011.  Andrew J. Decker, III, Esq., at The Decker Law
Firm, P.A., in Live Oak, Florida, serves as counsel to the Debtor.
Affiliate Union Land & TimberCorp. also sought Chapter 11
protection (Case No. 11-03853).

The Debtors are real estate holding and development companies as
well as holder of private mortgages.  The Debtors receive income
from the sale and development of real estate, management of real
estate developments, mortgage receivables, cattle grazing leases
and hunting leases.

In its schedules, Roberts Land disclosed assets of $26.7 million
with debt totaling $12.2 million, all secured.  The principal
properties are 1,500 acres in Baker County, Florida and 3,300
acres in Union County, Florida.

In its schedules, Union Land disclosed $2,376,170 in assets and
$11,945,819 in liabilities as of the petition date.


ROBERTS LAND: Judge Michael G. Williamson Appointed as Mediator
---------------------------------------------------------------
U.S. Bankruptcy Judge Paul M. Glenn appointed in January 2013 the
Honorable Michael G. Williamson, in his official capacity as a
United States Bankruptcy Judge for the U.S. Bankruptcy Court for
the Middle District of Florida, as judicial mediator in the
Chapter 11 cases of Roberts Land & Timber Investment Corp. and
Union Land & Timber Corp.

The parties are ordered to comply with mediation requirements.

Judge Williamson is expected to file a mediation report after the
conclusion of the mediation conference.

                       About Roberts Land

Roberts Land & Timber Investment Corp. filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 11-03851) in Jacksonville, Florida, on
May 25, 2011.  Andrew J. Decker, III, Esq., at The Decker Law
Firm, P.A., in Live Oak, Florida, serves as counsel to the Debtor.
Affiliate Union Land & TimberCorp. also sought Chapter 11
protection (Case No. 11-03853).

The Debtors are real estate holding and development companies as
well as holder of private mortgages.  The Debtors receive income
from the sale and development of real estate, management of real
estate developments, mortgage receivables, cattle grazing leases
and hunting leases.

In its schedules, Roberts Land disclosed assets of $26.7 million
with debt totaling $12.2 million, all secured.  The principal
properties are 1,500 acres in Baker County, Florida and 3,300
acres in Union County, Florida.

In its schedules, Union Land disclosed $2,376,170 in assets and
$11,945,819 in liabilities as of the petition date.


ROSETTA RESOURCES: S&P Assigns B+ Rating to $700MM Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue rating (the same as the corporate credit rating) to Houston-
based exploration and production (E&P) company Rosetta Resources
Inc.'s proposed $700 million senior unsecured notes due 2021.  S&P
has assigned a '4' recovery rating to this debt, indicating its
expectation of average (30% to 50%) recovery, in the event of a
payment default.  S&P is removing the rating on Rosetta's
unsecured notes from CreditWatch with negative implications, where
it had been placed March 19, 2013, and lowering the issue-level
rating to 'B+' from 'BB-'.  At the same time, S&P is revising the
recovery rating to '4' from '2'.  The 'B+' corporate credit rating
and stable outlook on Rosetta are unaffected.

Rosetta Resources Inc. (Rosetta) is using proceeds from this
offering to fund its $768 million acquisition of Permian Basin
assets from Comstock Resources and for general corporate purposes.
Rosetta expects the transaction to close on (or about) May 15,
2013.

"The ratings on Rosetta Resources Inc. reflect our view of the
company's relatively small proven reserve base relative to peers,
aggressive growth strategy, and substantial proportion of
undeveloped reserves," said Standard & Poor's credit analyst Marc
Bromberg.

S&P's ratings incorporate its assessment of the company's "weak"
business risk profile, "aggressive" financial risk profile, and
"adequate" sources of liquidity.  S&P's ratings also reflect the
company's exposure to robust crude oil prices, low cost position,
and healthy credit protection measures.

RATINGS LIST

Rosetta Resources Inc.
Corporate credit rating                B+/Stable/--

New Ratings

Rosetta Resources Inc.
$700 mil sr unsecured notes due 2021   B+
   Recovery rating                      4

Ratings Removed From CreditWatch
                                        To         From
Senior unsecured                       B+         BB-/Watch Neg
Recovery rating                        4          2


ROTECH HEALTHCARE: Hiring Approvals Sought
------------------------------------------
BankruptcyData reported that Rotech Healthcare filed with the U.S.
Bankruptcy Court motions to retain:

   -- Proskauer Rose (Contact: Martin J. Bienenstock) as attorney
      for the following hourly rates: partner at $700 to 1175,
      counsel at 700 to 1150, associate at 325 to 880 and
      paraprofessional at 170 to 325;

   -- Young Conaway Stargatt & Taylor (Contact: Robert S. Brady)
      as co-counsel for hourly rates ranging from 235 to 975;

   -- Epiq Bankruptcy Solutions (Contact: Todd W. Wuertz) as
      administrative advisor, Barclays Capital (Contact: Mark
      Shapiro) as financial advisor for a monthly fee of 125,000
      and a 1% transaction fee;

   -- AlixPartners (Contact: Randall S. Eisenberg) as
      restructuring advisor for the following hourly rates:
      managing director at 850 to 1,010, director at 645 to 790,
      vice president at 475 to 575, associate at 325 to 420,
      analyst at 280 to 310 and paraprofessional at 215 to 235.

                      Obus Had 14.7% Stake

In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Nelson Obus and his affiliates disclosed
that, as of March 18, 2013, they beneficially own 3,809,771 shares
of common stock of Rotech Healthcare Inc. representing 14.7% of
the shares outstanding.  Mr. Obus previously reported beneficial
ownership of 2,517,500 shares of common stock of Rotech Healthcare
representing 9.7% as of Dec. 31, 2012.  A copy of the amended
filing is available at http://is.gd/zcQQew

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.


ROTHSTEIN ROSENFELDT: Investors' Suits Likely to Be Stayed
----------------------------------------------------------
Carolina Bolado of BankruptcyLaw360 reported that a Florida state
judge on Wednesday said he is leaning toward granting a two-month
stay of suits targeting TD Bank NA for its role in Scott
Rothstein's Ponzi scheme while a bankruptcy judge mulls a Chapter
11 liquidation plan for Rothstein's firm that could kill the
litigation.

According to the report, in a hearing in the Seventeenth Judicial
Circuit Court of Florida, Judge Jeffrey Streitfeld indicated that
he would likely grant TD Bank's request for a 60-day stay of
discovery of several lawsuits by Rothstein investors.

                   About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.


ROTHSTEIN ROSENFELDT: Ex-Sen. D'Amato Denied $1MM Claim
-------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a Florida
bankruptcy judge on Monday denied a $1 million claim from former
Sen. Alfonse D'Amato, R-N.Y., in the liquidation case of convicted
Ponzi schemer Scott Rothstein's law firm, agreeing with the
trustee that D'Amato should be looking to a different bankruptcy
case in order to recover his money.

According to the report, U.S. Bankruptcy Judge Raymond B. Ray
disallowed D'Amato's entire claim, ruling that the former lawmaker
did not respond to the trustee's objections within the one month
required by the court.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.


SANTEON GROUP: To Issue 185,318 Shares Under Incentive Plan
-----------------------------------------------------------
Santeon Group Inc. filed a Form S-8 with the U.S. Securities and
Exchange Commission relating to the registration of 185,318 shares
of common stock issuable under the Company's 2012 Employee
Incentive Stock Option Plan.  The proposed maximum aggregate
offering price is $574,486.  A copy of the prospectus is available
for free at http://is.gd/rGyGNR

                         About Santeon Group

Reston, Va.-based Santeon Group, Inc., is a diversified software
products and services company specializing in the transformation
and optimization of business through the deployment or the
development of innovative products and services using Agile
mindsets in the information systems/technology, healthcare,
environmental/energy and media sectors.  The Company's clients
include state and local governments, federal agencies and private
sector customers.

As reported by the Troubled Company Reporter on Aug. 24, 2012,
RBSM LLP, in New York, N.Y., expressed substantial doubt about
Santeon's 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 Dec. 31, 2011.  The
independent auditors noted that the Company has suffered losses
from operations and is experiencing difficulty in generating
sufficient cash flows to meet its obligations and sustain its
operations.

The Company reported net income of $185,815 on $4.27 million of
revenue for the full year 2012, as compared with a net loss of
$475,333 on $2.24 million of revenue for the full year 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.30 million
in total assets, $1.31 million in total liabilities and a $3,615
total stockholders' deficit.


SCOOTER STORE: Gets Nod on $10MM DIP Over Trustee's Protest
-----------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that The Scooter Store
Holdings Inc. won interim approval of a $10 million debtor-in-
possession package Tuesday as a Delaware bankruptcy judge signed
off on the credit facility for the private equity-controlled
scooter and wheelchair seller despite objections from a U.S.
trustee.

According to the report, the Texas-based company, majority
controlled by affiliates of Sun Capital Partners Inc., entered
Chapter 11 on Monday battered by new health care regulations and
federal investigations and intends to use the DIP facility to help
fund operations as it pursues a Section 363 sale.

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.


SEARCHTECH MEDICAL: Officer Wins Favorable Judgment in Husain Suit
------------------------------------------------------------------
Bankruptcy Judge Charles Novack entered judgment in favor of
Deepak Chopra in the lawsuit commenced against him by Iqbal
Husain.  Judge Novack said Mr. Husain failed to establish any
claim for relief under Bankruptcy Code Sec. 523(a)(2)(A).

On June 14, 2010, Mr. Husain commenced the adversary proceeding
seeking a Sec. 523(a)(2)(A) non-dischargeable judgment against Mr.
Chopra.

"The facts underlying Husain's claims chronicle the Parties'
difficult and sporadically undocumented business transactions,
seemingly all of which resulted in substantial losses for Hussain.
Four of those transactions underlie Hussain's nondischargeability
claims," the Court noted.

Mr. Hussain alleges Mr. Chopra defrauded him by (a) negotiating a
settlement between Mr. Hussain and Searchtech Medical, Inc. -- in
which Mr. Chopra was an officer and largest shareholder --
regarding monies due under an account receivable factoring
agreement, when Searchtech had no intention of making the monthly
settlement payments; (b) failing to record a deed of trust on
Hawaii real property that was provided to Mr. Hussain under a
buyout agreement wherein Mr. Chopra purchased Hussain's interest
in the Hawaii property; (c) negotiating yet another settlement
agreement (involving other real property investments) which
provided Mr. Hussain with (among things) deeds of trust as
security for Mr. Chopra's payments, with the fraud arising from
Mr. Chopra's failure to disclose his interest in personal and real
property which Mr. Hussain asserts should have further
collateralized the settlement payments; and (d) failing to
disclose commissions that a Chopra related entity earned from Mr.
Hussain's purchase of Biloxi, Mississippi condominiums that Mr.
Hussain believed would be jointly owned by the Parties.

The lawsuit is, IQBAL HUSAIN, Plaintiff, v. DEEPAK CHOPRA,
Defendant, Adv. Proc. No. 10-05196 (Bankr. N.D. Cal.).  A copy of
the Court's April 17, 2013 Memorandum Decision is available at
http://is.gd/zIYRIofrom Leagle.com.

STM filed for Chapter 11 bankruptcy on Sept. 5, 2007.  The case
was dismissed in July 2009.  Mr. Chopra is a debtor in his own
Chapter 7 bankruptcy proceeding (Bankr. N.D. Cal. Case No.
10-52819) filed in 2010.


SNO MOUNTAIN: Resold at Higher Price to an Operator
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Sno Mountain ski resort and water park in
Scranton, Pennsylvania, was sold, unsold and now resold at a
higher price to a buyer who intends to continue operations.

The report recounts that after an auction, secured lender DFM
Realty Inc. made the best bid at $4.6 million, mostly in exchange
for secured debt.  The bankruptcy court in Philadelphia approved
the sale in March.

The second-place bidder, Montage Mountain Resorts LP, approached
the resort's trustee and offered $5.125 million, coupled with a
promise to continue operations. DFM, the holder of an $8.6 million
mortgage, didn't intend to run the business, the trustee said.

The judge reopened the sale and signed an order April 17 allowing
Montage Mountain to buy the project.

                       About Sno Mountain

Various parties -- predominated by various limited partners of Sno
Mountan LP, including Richard Ford, Charles Hertzog, Edward
Reitmeyer, who are each guarantors of certain obligations owing by
Sno Mountain -- filed an involuntary Chapter 11 petition against
Sno Mountain (Bankr. E.D. Pa. Case No. 12-19726) on Oct. 15, 2012.
The other petitioning parties include Wynnewood Capital Partners,
L.L.C., t/a WCP Snow Mountain Partners, L.P., and Kathleen
Hertzog.

The Alleged Debtor is the owner and operator of a popular ski
mountain resort and water park known as "Sno Mountain," located at
1000 Montage Mountain Road in Scranton, Pennsylvania.  The
Debtor's bankruptcy case is a "single asset real estate" case
within the meaning of 11 U.S.C. Sec. 101(51)(B).

Judge Jean K. FitzSimon oversees the case.  Brian Joseph Smith,
Esq., at Brian J. Smith & Associates PC, represents the
petitioning creditors.

Gary Seitz has been appointed as trustee overseeing the bankruptcy
of the Sno Mountain recreation complex.  Maschmeyer Karalis PC
serves as counsel to the trustee.


SOUTH LAKES: Wants to Sell 550 & Buy 525 Calves & Hire Pietersma
----------------------------------------------------------------
South Lakes Dairy Farm seeks court permission to sell about 550
heifer calves (Liquidation Calves) ages 12 to 17 months old and to
employ Pietersma & Company Dairy and Real Estate Brokers to
conduct the sale.  The Debtor also seeks authorization to purchase
about 525 calves (Replacement Calves), between the ages of 6 to 9
months.

The Debtor owns about 4,500 heifer calves of various ages.  It has
about 1,900 heifers ages 12 to 17 months -- the Pregnant Heifers.
This is about 550 head more than are needed in this age range to
maintain milking herd.  Further, the Debtor has about 166 heifers
ages 6 to 9 months.  This is about 525 fewer than are needed in
this age range to maintain the milking herd.  The Heifers are
subject to a security interest held by Wells Fargo Bank in the
amount of about $16.47 million.

The Debtor wants to sell 550 of the Pregnant Heifers for not less
than $385,000 or $700 per head.  The Debtor anticipates it may
receive as much as $577,500 or $1,050 per head for the Liquidation
Calves.  The Debtor anticipates that the Replacement Calves will
cost between $236,000 or $450 per head and $341,250 or $650 per
head.  The Debtor will use the proceeds from the sale of the
Liquidation Calves to buy the Replacement Calves.

The sale will enable the Debtor to eliminate imbalances in the age
groups of the Heifers that the Debtor owns.  The current imbalance
causes the Debtor to incur unnecessary expenses and causes
volatility in the Debtor's replacement heifers, which if not
corrected, will result in volatility in milk herd size and
revenue.

Wells Fargo has informed the Debtor that it does not object to the
Debtor's desire and proposed process to balance the age groups
among the Heifers.

The Debtor highlighted the need for the sale and purchase to occur
within 45 days of each other so that the transaction qualifies as
an exchange under Section 1031 of 26 U.S.C. to avoid adverse tax
consequences.  Thus, the Debtor wants a licensed broker to help it
with a private sale rather than go through a public auction.  The
Debtor also believes that the sale of the Liquidation Calves will
result in funds sufficient to pay the broker's fees and other
costs of sale, and the purchase of the Replacement Calves.  The
Debtor intends to pay any remaining proceeds to Wells Fargo.

The fees for professional services rendered by Pietersma are:

   a. Commission: Pietersma is to receive a 5% commission for the
      sale of the Liquidation Calves, exchange of the calves, or
      for acquiring the Replacement Calves; and

   b. Costs: Escrow fees are estimated at approximately $3,000 and
      brand inspection fees are estimated to be approximately
      $2,000.

Pietersma's responsibilities regarding the transaction include:

   a. Brand Inspection: Pietersma will arrange for brand
      inspection of the Liquidation Calves and the Replacement
      Calves; and

   b. Ordinary Expenses: Pietersma will bear the cost of all
      ordinary expenses incidental to a purchase and sale,
      including, but not limited to, advertising, hauling, if any,
      and other costs of sale.

The Debtor believes the firm is "disinterested" within the meaning
of Section 101(14) of the Bankruptcy Code.

                      About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle4 and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012, disclosing $19.5 million
in assets and $25.4 million in liabilities in its schedules.  The
Debtor said it has $1.97 million in accounts receivable charged to
Dairy Farmers of America on account of milk proceeds, and that it
has cattle worth $12.06 million.  The farm owes $12.7 million to
Wells Fargo Bank on a secured note.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

August B. Landis, the Acting U.S. Trustee for Region 17, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  The Official Committee of Unsecured Creditors tapped
Blakeley & Blakeley LLP as its counsel.


SPENDSMART PAYMENTS: Amends Report on BDO LLP Termination
---------------------------------------------------------
The SpendSmart Payments Company previously filed a Form 8-K with
the U.S. Securities and Exchange Commission to report the
dismissal of BDO LLP as its registered public accounting firm On
Feb. 27, 2013.  The Company's Board of Directors approved of the
dismissal on Feb. 25, 2013, at the recommendation of the Company's
audit committee.  The reports of BDO on the Company's financial
statements for the years ended Sept. 30, 2012, and 2011 did not
contain an adverse opinion or disclaimer of opinion, and those
reports were not qualified or modified as to uncertainty, audit
scope, or accounting principle, except to indicate that there was
substantial doubt as to the Company's ability to continue as a
going concern.

Through the period covered by the financial audit for the years
ended Sept. 30, 2012, and 2011, as well as during the subsequent
interim period through the Dismissal Date, there have been no
disagreements with BDO on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction
of BDO would have caused them to make reference thereto in their
report on the financial statements.  During the years ended
Sept. 30, 2012, and 2011, and during the subsequent interim period
through the Dismissal Date, there were no reportable events, as
defined in Item 304(a)(1)(v) of Regulation S-K of the Securities
Exchange Act of 1934, as amended.

On Feb. 27, 2013, the Company engaged EisnerAmper LLP, as its new
registered independent public accountant.  During the years ended
Sept. 30, 2012, and 2011, and during the subsequent interim period
through Feb. 27, 2013, the Company did not consult with Eisner
regarding (i) the application of accounting principles to a
specified transaction, (ii) the type of audit opinion that might
be rendered on the Company's financial statements by Eisner, in
either case where written or oral advice provided by Eisner would
be an important factor considered by the Company in reaching a
decision as to any accounting, auditing or financial reporting
issues or (iii) any other matter that was the subject of a
disagreement between the Company and its former auditor or was a
reportable event (as described in Items 304(a)(1)(iv) or Item
304(a)(1)(v) of Regulation S-K, respectively).

The Company amended the Form 8-K to provide a letter from BDO.

"We have been furnished with a copy of the response to Item 4.01
of Form 8-K for the event that occurred on February 26, 2013, to
be filed by our former client, The SpendSmart Payments Company
(formerly known as BillMyParents, Inc.)  We agree with the
statements made in response to that Item insofar as they related
to our Firm," BDO wrote in a letter dated March 7, 2013.

               About The SpendSmart Payments Company

The SpendSmart Payments Company, Inc. (OTCQB: SSPC) -- Making
Money Smarter -- is developing a number of payment solution
options to serve the specific needs of a range of demographic
groups both in the U.S. and internationally.  The Company's
payment card products include a card solution for parents who want
to help their teens develop smart spending habits.  This card is
an instantly trackable, reloadable MasterCard prepaid card that
lets parents and teens track spending in real time.  Features
include the ability to instantly lock, unlock and reload the card
at any time; text alerts to parents and teens showing real-time
transaction details with each purchase; and the freedom and
security of a MasterCard prepaid card without the risk of
overdrafts, accruing debt or affecting credit scores.  The
SpendSmart Payments Company provides parents with a modern way to
help teach their teens financial responsibility, when it counts.

BillMyParents incurred a net loss and comprehensive net loss of
$25.71 million for the year ended Sept. 30, 2012, compared with a
net loss and comprehensive net loss of $14.21 million during the
prior year.

BDO USA, LLP, in La Jolla, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred net losses since inception and has an
accumulated deficit at Sept. 30, 2012.

The Company's balance sheet at Dec. 31, 2012, showed $6.80 million
in total assets, $18.13 million in total liabilities, all current,
$8.36 million in redeemable series B convertible preferred stock,
$1.03 million in redeemable common stock, and a $20.73 million
total stockholders' deficit.


SPIRIT REALTY: Moody's Withdraws 'Caa1' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service withdrew its Caa1 corporate family
rating for Spirit Realty Capital. Moody's has withdrawn the rating
for business reasons.

In September 2012, Spirit Realty Capital completed an initial
public offering (IPO), and its stock commenced trading on the NYSE
under the ticker symbol SRC. Utilizing its conversion option and
using the proceeds of the initial public offering, Spirit Realty
repaid and retired its senior secured term loan previously rated
by Moody's.

The following rating was withdrawn:

Spirit Realty Capital -- corporate family rating at Caa1

The last rating action on Spirit Realty was on September 12, 2011
when the rating was affirmed with a stable outlook.

Spirit Realty is a REIT focusing on single-tenant, operationally
essential real estate in the US.


SPRINGLEAF FINANCE: Sells $782.5 Million of Mortgage Loan
---------------------------------------------------------
Springleaf Finance Corporation, on April 10, 2013, effected a
private securitization transaction in which Springleaf Finance
Corporation caused Fifteenth Street Funding LLC, a special purpose
vehicle wholly-owned by the Company, to sell $782.5 million of
notes backed by real estate loans of Springleaf Mortgage Loan
Trust 2013-1, with an aggregate unpaid principal balance of
approximately $1.02 billion at Feb. 28, 2013, for $782.4 million,
after the price discount but before expenses.

Immediately prior to the RMBS Transaction, the Mortgage Loans
comprised a portion of the loan receivables pledged as collateral
to support the outstanding principal amount under the $3.75
billion Amended and Restated Credit Agreement, dated as of May 10,
2011, among Springleaf Financial Funding Company, the Company, the
Subsidiary Guarantors party thereto, Bank of America, N.A., and
the Other Lenders party thereto, et al.  Upon completion of the
RMBS Transaction, the Mortgage Loans were released from the pledge
under the Credit Agreement, and the Subsidiary Guarantors elected
not to pledge new loan receivables as collateral to replace all of
the Mortgage Loans sold in the RMBS Transaction.  The voluntary
reduction of collateral pledged under the Credit Agreement
requires the Borrower to make a mandatory prepayment of a portion
of the outstanding principal (plus accrued interest).

As a result, the Borrower made, as required under the terms of the
Credit Agreement, a mandatory prepayment on April 11, 2013,
without penalty or premium, of $714.9 million of outstanding
principal (plus accrued interest) under the Credit Agreement.
The event triggering the mandatory prepayment did not constitute a
default under the Credit Agreement.  The Borrower is a wholly-
owned subsidiary of the Company.

Following the repayment, the current outstanding principal amount
under the Credit Agreement will be approximately $3.035 billion.

Evansville, Indiana-based Springleaf Finance Corporation is a
financial services holding company with subsidiaries engaged in
the consumer finance and credit insurance businesses.  The Company
provides secured and unsecured personal loans to customers who
generally need timely access to cash and also offers associated
insurance products.  At Dec. 31, 2012, SLFC had $11.7 billion of
net finance receivables due from over 973,000 customer accounts
and $3.4 billion of credit and non-credit life insurance policies
in force covering over 630,000 customer accounts.

At Dec. 31, 2012, the Company had 852 branch offices in the United
States, Puerto Rico, and the U.S. Virgin Islands.

Springleaf Finance reported a net loss of $220.7 million on net
interest income (before provision for finance receivable losses)
of $625.3 million in 2012, compared with a net loss of
$224.7 million on net interest income (before provision for
finance receivable losses) of $601.2 million in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$14.655 billion in total assets, $13.392 billion in total
liabilities, and shareholders' equity of $1.263 billion.

                          *     *     *

As reported in the TCR on March 3, 2013, Standard & Poor's Ratings
Services splaced its ratings on SLFC, including its 'CCC/C' issuer
credit ratings, on CreditWatch with positive implications.


STARFISH CAPITAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Starfish Capital LLC
        3960 S. Ocean Boulevard
        Delray, FL 33483

Bankruptcy Case No.: 13-18494

Chapter 11 Petition Date: April 15, 2013

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Joel M. Aresty, Esq.
                  JOEL M. ARESTY, P.A.
                  13499 Biscayne Boulevard, #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  E-mail: aresty@mac.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Sean L. Sullivan, managing member.


SUNTECH POWER: Gets Non-Compliance Notice From NYSE
---------------------------------------------------
Suntech Power Holdings Co., Ltd., has been notified by the New
York Stock Exchange that the Company did not meet the NYSE's price
criteria for continued listing standard because, as of April 4,
2013, the average closing price of the Company's American
Depositary Shares, or ADSs, was less than $1.00 per ADS over a
consecutive 30-trading-day period.

Under NYSE rules, the Company has six months following receipt of
the notification to regain compliance with the minimum share price
requirement.  The Company can regain compliance at any time during
the six-month cure period if the Company's ADSs have a closing
share price of at least $1.00 on the last trading day of any
calendar month during the period and also has an average closing
share price of at least $1.00 over the 30 trading-day period
ending on the last trading day of that month or on the last day of
the cure period.

The Company has notified the NYSE of its intention to cure this
deficiency within the prescribed timeframe.  The Company's ADSs
will continue to be listed and traded on the NYSE, subject to
compliance with other NYSE continued listing standards and
oversight by the NYSE.  The NYSE notification does not affect the
Company's business operations or its Securities and Exchange
Commission reporting requirements.

                            About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP)
produces solar products for residential, commercial, industrial,
and utility applications.  With regional headquarters in China,
Switzerland, and the United States, and gigawatt-scale
manufacturing worldwide, Suntech has delivered more than
25,000,000 photovoltaic panels to over a thousand customers in
more than 80 countries.

As reported by the TCR on March 20, 2013, Suntech Power Holdings
Co., Ltd., has received from the trustee of its 3% Convertible
Notes a notice of default and acceleration relating to Suntech's
non-payment of the principal amount of US$541 million that was due
to holders of the Notes on March 15, 2013.  That event of default
has also triggered cross-defaults under Suntech's other
outstanding debt, including its loans from International Finance
Corporation and Chinese domestic lenders.


SUPERMEDIA INC: Oracle, et al., File Limited Objections to Plan
---------------------------------------------------------------
As the confirmation hearing for SuperMedia, Inc., et al.'s
bankruptcy plan approaches, several parties submitted limited
objections and reservation of rights to the Bankruptcy Court.

The respondants include Oracle America Inc., Oracle USA, Inc., and
Oracle Corporation; the taxing units of City of Grapevine,
Grapevine-Colleyville ISD and Tyler ISD; Yellow Pages Photos,
Inc.; and the ACE Companies.

Oracle provides software and support services to the Debtors
pursuant to certain agreements.  Oracle is concerned of any
unauthorized use of its software by virtue of the Plan.

Oracle thus asks Judge Gross to deny, at this time, the Plan to
the extent it includes any effort to seek assumption, or
assumption and assignment, of any Oracle Agreements or provide
"shared," non-complaint use of any Oracle licenses or related
agreements/applications.

James E. Hugget, Esq. of Margolis Edelstein assert that the
Debtors may not assume and assign the Oracle Ageements, as they
pertain to licenses of intellectual property and Oracle does not
consent to the proposed arrangement at this time.  He adds that
adequate assurance of future performance on the Oracle Agreements
has not been demonstrated.

The Taxing Units, on the other hand, objects to the confirmation
of the Plan to the extent that the Plan treats its claim as
anything other than a secured claim.   The Taxing Units specified
that they hold secured tax liens for ad valorem taxes for about
$675,834.

The ACE Companies, for its part, assert that the Plan cannot be
confirmed because it (a) imposes a claims bar date without
complying with the notice requirements under the Federal
Bankruptcy Rules with respect to bar date orders; and (b) purports
to impermissibly modify the ACE Companies' rights under the
parties' policy agreements.  The ACE Companies note that the Plan
(i) impairs ACE's rights to control the defense and settlement of
otherwise covered claims; (ii) enjoin the enforcement of ACE's
rights of set-off, recoupment and subrogation; and (iii) authorize
certain corporate restructuring transactions that may alter ACE's
potential exposure under current-year policies.

YPPI and the Debtors are parties to a service contractor agreement
whereby YPPI agreed to provide photographic images for use
consistent with the terms of an end-user license agreement.  YPPI
complained that the Debtors breached the License terms by
transferring images provided by YPPI and permitting more than 600
users to access and utilize the images.  Accordingly, YPPI asserts
that it does not consent to the assumption and assignment of the
License -- as may be contemplated under the Plan -- in light of
the apparent prepetition and perhaps ongoing postpetition
violations of the License terms on the part of SuperMedia.

                 Yellow Pages' Rule 2004 Motion

In separate court papers, YPPI seeks Court authority to conduct a
Rule 2004 examination in order to determine the extent of any
prepetition breach or ongoing postpetition breach of the terms of
the License, as well as any copyright infringement, on the part of
SuperMedia or its agents.  YPPI specifically seeks authority to
issue subpoenas on SuperMedia LLC, Asec Group and MPS Limted (1)
to produce documents and (2) to appear for examination.

                         About SuperMedia

Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly
known as Idearc, Inc., is a yellow pages directory publisher in
the United States. Its portfolio includes the Superpages
directories, Superpages.com, digital local search resource on both
desktop and mobile devices, the Superpages.com network, which is a
digital syndication network, and its Superpages direct mailers.
SuperMedia is the official publisher of Verizon, FairPoint and
Frontier print directories in the markets in which these companies
are the incumbent local telephone exchange carriers.  Idearc was
spun off from Verizon Communications, Inc., in 2006.

At Dec. 31, 2012, SuperMedia had approximately 3,200 employees, of
which approximately 950 or 30% were represented by unions.

SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to
effectuate a merger of equals with Dex One Corp.  SuperMedia
disclosed total assets of $1.4 billion and total debt of $1.9
billion.

Morgan Stanley & Co. LLC is acting as financial advisors to
SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young
Conaway Stargatt & Taylor, LLP are acting as its legal counsel.
Fulbright & Jaworski L.L.P is special counsel.  Chilmark Partners
Is acting as financial advisor to SuperMedia's board of directors.
Epiq Systems serves as claims agent.

This is also SuperMedia's second stint in Chapter 11.  Idearc and
its affiliates filed for Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 09-31828) in March 2009 and emerged from bankruptcy
in December 2009, reducing debt from more than $9 billion to $2.75
billion.


SUPERMEDIA INC: Gets Court's OK to Hire Bankruptcy Professionals
----------------------------------------------------------------
Supermedia Inc. and its affiliates got authority from the U.S.
Bankruptcy Court for the District of Delaware to employ (1)
Cleary Gottlieb Steen & Hamilton LLP, (2) Young Conaway Stargatt &
Taylor LLP, (3) Fulbright & Jaworski L.L.P and (4) Epiq Bankruptcy
Solutions, LLC to provide professional services during the
pendency of their bankruptcy cases.

Cleary Gottlieb will serve as the Debtors' counsel, Conaway
Stargatt as co-counsel, Fulbright & Jaworski as special counsel
and Epiq as administrative advisor.

As special counsel, Fulbright & Jaworski will attend to general
corporate, finance, tax, litigation, intellectual property,
benefits and employment matters in the Debtors' cases.

As administrative advisor, Epiq will assist in the solicitation
and calculation of votes on the Debtors' Chapter 11 plan, as well
as in the preparation of reports.

The bankruptcy professionals will be paid for their services on
Court-approved rates, and will be reimbursed for necessary and
reasonable costs and expenses.  Hourly rates for Cleary Gottlieb
professionals range from $220 to $1,050, while hourly rates for
Young Conaway professionals range from $235 to $730.

                         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.


TALLGRASS ENERGY: S&P Affirms 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Tallgrass Energy Partners L.P.
(Tallgrass).  At the same time, S&P affirmed the issue-level
rating of 'BB-' and a recovery rating of '2' on Tallgrass
Operations LLC's $875 million senior secured term loan due 2018,
$206 million senior secured delayed-draw term loan due 2017, and
$150 million senior secured revolving credit facility due 2017.
Tallgrass Operations' parent company, U.S. midstream energy master
limited partnership Tallgrass will unconditionally guarantee the
notes.  The '2' recovery rating indicates that lenders can expect
substantial (70% to 90%) recovery if a payment default occurs. The
outlook is stable.

The rating actions follow Tallgrass' announcement that it intends
to execute an IPO of an MLP in April-May 2013.  Tallgrass also
intends to materially reduce borrowings on its $875 million term
loan and contribute Tallgrass Interstate Gas Transmission LLC
(formerly known as Kinder Morgan Interstate Gas Transmission) and
Tallgrass Midstream LLC (formerly known as KM Upstream LLC, which
includes the Casper-Douglas and West Frenchie Draw processing and
treating plants) to the MLP.  Tallgrass Energy Partners will be
renamed Tallgrass Development L.P. with the new MLP to be called
Tallgrass Energy Partners L.P.

"The stable outlook reflects our belief that Tallgrass' cash flows
will remain relatively predictable, its stand-alone debt leverage
will be about 4x in 2013, and its liquidity will be adequate,"
said Standard & Poor's credit analyst Rubina Zaidi.

S&P considers a ratings upgrade unlikely in the near term given
the company's aggressive financial leverage, the risks associated
with the construction of its expansion projects, and the ratings
relationship between Tallgrass and REX.  Ratings upside could
occur when the projects are complete if they result in asset and
cash flow diversity and debt leverage remains the same.  S&P could
lower the rating if total stand-alone debt to EBITDA reaches 5x or
the company's liquidity position becomes constrained and its
owners do not infuse any potentially necessary capital.


TANDY BRANDS: Obtains Fixed-Charged Coverage Covenant Waiver
------------------------------------------------------------
Tandy Brands Accessories, Inc. on April 17 reported financial
results for its fiscal second quarter and six-month periods ended
December 31, 2012 and provided an update on current events.

                       Second Quarter Results

Net sales for the second quarter were up $2.5 million to $47.9
million over the prior year second quarter. Gifts segment net
sales increased by $3.8 million to $26.5 million due to increased
holiday 2012 shipments of licensed products such as totes(R),
Eddie Bauer(R), and Sharper Image(R).  Net sales in the
accessories segment were $21.4 million for the second quarter, a
decline of $1.3 million from fiscal 2012.  The decline reported in
the accessories segment net sales was a result of lower sales of
exited product categories in the current year, partially offset by
new belts and small leather goods sales under the Eddie Bauer(R)
license.

"Although we met our gross shipment plan in our gifts segment and
reported 17% net sales growth during the quarter, our net sales
were lower than expectations due to higher than expected returns
of unsold inventory and unplanned promotional activity by some of
our retail partners, which drove higher than expected sales
concessions," said Rod McGeachy, President and Chief Executive
Officer of Tandy Brands.  "Meanwhile, our accessories segment
ongoing sales met our expectations at virtually flat to last year
considering the lower sales of exited product categories."

Second quarter fiscal 2013 gross margin as a percentage of net
sales was 14.0 percent, which includes a $6.7 million non-cash
inventory write-down to accelerate liquidation of returned gift
inventories and products exited in connection with the Company's
previously announced restructuring plan.  The Company does not
expect any additional material inventory write-offs in connection
with the restructuring plan in fiscal 2013.

Excluding the impact of the $6.7 million inventory write-down in
the current year quarter, gross margin as a percentage of net
sales was 27.9 percent, compared to 32.3 percent in the second
quarter of fiscal 2012.  Accessories segment gross margin,
excluding the impact of the inventory write-down, was 31.8
percent, compared to 33.8 percent in the comparable prior year
period.  This decline was due to lower sales of previously
written-down inventory and higher sales concessions to introduce
new products.  Gifts segment gross margin, excluding the impact of
the inventory write-down, was 24.9 percent, compared to 30.8
percent in the comparable prior year period.  This decline was due
to higher sales concessions, higher holiday season returns and
higher in-bound freight.

"We expect future margins to improve over second quarter fiscal
2013 percentages in both of our segments as a result of several
initiatives under way.  We are changing freight providers and we
are receiving lower rates on same-sized containers.  We do not
expect to anniversary a $0.6 million investment in retail space
which reduced our net sales and gross margins in the accessories
segment this period.  Finally, our restructuring initiatives are
expected to improve gifts segment margins by reducing our exposure
to sales concessions and outsourcing our gifts distribution center
to reduce both our variable and fixed expenses," said
Mr. McGeachy.

Total selling, general and administrative (SG&A) expense for the
fiscal 2013 second quarter was 3 percent higher than in the prior
year period on higher sales volume.

For the second quarter, the Company reported a net loss of $5.6
million, or ($0.79) per diluted share, compared to net income of
$2.7 million, or $0.39 per diluted share, in the prior year
period.  Adjusted net income, which excludes certain one-time
items such as inventory write-downs, investments in new licenses
and severances, was $1.8 million compared to adjusted net income
of $3.0 million in the prior year second quarter.

Six-Month Results

Net sales for the six-month period ended December 31, 2012 were
$73.8 million compared to net sales of $72.2 million reported in
the prior-year period.  An increase in net sales of the gifts
segment to $32.4 million, up from $27.9 million was due to strong
second quarter sales.  Net sales for the accessories segment
declined by six percent to $41.4 million due to a $0.6 million
investment in retail space and lower sales of exited product
categories in the current year.

Gross margin as a percentage of net sales was 20.2 percent in the
first half of fiscal 2013.  Excluding the inventory write-down
during the current year quarter, gross margin was 29.2 percent,
compared to 33.0 percent in the first half of fiscal 2012.  The
decline was primarily due to higher freight costs, sales
concessions, returns of unsold inventories, and a higher mix
towards customer-direct shipments in the gifts segment, and lower
sales of previously written-down inventory in the accessories
segment.

Total SG&A expense for the six-month period increased $0.1 million
to $20.1 million on higher variable selling costs which were
partially offset by decreases in compensation costs.

For the six-month period ended December 31, 2012, the Company
reported a net loss of $6.9 million, or ($0.97) per diluted share,
compared to net income of $1.7 million, or $0.23 per diluted share
in the prior year period.  Adjusted net income decreased $1.5
million to $0.7 million compared to adjusted net income of $2.2
million in the prior year period.

Financial Position

Working capital declined to $14.7 million at December 31, 2012
from $20.7 million at June 30, 2012 primarily due to the $6.7
million inventory write-down.  Receivables declined to $7.1
million from $16.4 million at December 31, 2011 primarily due to
an accelerated payment arrangement with the Company's second
largest customer which provided approximately $11.7 million of
cash in the current year second quarter.  Inventories net of
reserves were $29.7 million at December 31, 2012.  Inventories,
excluding the $6.7 million write-down, were $36.4 million compared
to $32.7 million in the prior year period due to carrying
inventories for new accessories programs with spring deliveries
and higher levels of unsold gift products.

Current liabilities were $3.2 million lower than in the prior
year.  This decline was driven by a $4.6 million pay-down on the
credit facility ($10.7 million at December 31, 2012) due to the
accelerated customer payment arrangement, offset by $1.8 million
in higher accounts payable for inventories with spring deliveries.

At December 31, 2012, the Company had $848,000 net borrowing
availability, or $3.5 million excluding the minimum excess
availability requirement of $2.7 million.  As of April 15, 2013,
the Company had $339,000 in net borrowing availability, or $2.4
million excluding the amended minimum excess availability
requirement of $2.1 million, and $11.3 million in outstanding
borrowings under its senior credit facility.

Receives Waiver from Senior Lender

On April 11, 2013, the Company obtained a waiver from its senior
lender which waived the previously announced violation of the
fixed charge coverage covenant under its credit facility and
amended certain terms of the credit facility.

"Our current lender has continued supporting our operations while
we have been in violation of the monthly trailing twelve month
fixed charge coverage profitability covenant," said Mr. McGeachy.
"We have continued to ship goods to our retailers without any
service interruption and our suppliers have continued to be
supportive while we execute our liquidity enhancement plans."

Signs Non-binding Term Sheet

The Company announced it signed a non-binding term sheet with a
lender who could replace the Company's current lender on or before
May 31, 2013.  If executed, terms under the proposed credit
facility would improve liquidity against the Company's current
assets through:

-- Higher advance rates on inventories

-- Higher advance rates on accounts receivables

-- Reduction of minimum excess availability

-- Advances against held for sale idle real estate in Yoakum,
Texas

-- Advances against Gift segment holiday order book

"We are several weeks into the diligence process with a credible
lender and, although there can be no guarantees with respect to
definitive documentation, anticipate announcing a new credit
facility by the end of May at the latest," said Mr. McGeachy.

The non-binding term sheet contains customary pre-close
requirements with respect to diligence investigations and any new
credit facility is expected to contain customary post-close
covenants.  Borrowings under the proposed credit facility are
expected to bear interest in the LIBOR plus 8.5% to LIBOR plus
11.3% range (or 9.3% to 12.0%) over a 24 month period.

"We expected the new facility would be more expensive than our
previous facility.  However, it is important to us to balance the
capital cost with potential dilution to our shareholders," said
McGeachy.  "The current term sheet contains no dilutive features
and we believe this new facility will provide us the liquidity we
need to execute our recently announced restructuring initiatives."

                             Outlook

"Through the execution of our recently announced restructuring
plans, we are reducing our cost structure by $6 million to $7
million, reducing the risk associated with our gifts business and
focusing on our most profitable core brands and customers,"
commented Mr. McGeachy.  "We believe the execution of these
initiatives will allow us to strengthen our competitive position
and significantly improve profitability in fiscal 2014."

                         About Tandy Brands

Tandy Brands is a designer and marketer of branded men's, women's
and children's accessories, including belts, gifts, small leather
goods and bags.  Merchandise is marketed under various national as
well as private brand names through all major retail distribution
channels.


TARRAGON CORP: Insurers Not Liable to 1200 Grand Street Condo
-------------------------------------------------------------
New Jersey Bankruptcy Judge Donald H. Steckroth cleared Axis
Surplus Insurance Company and Mt. Hawley Insurance Company from
liability to 1200 Grand Street Condominium Association related to
the insurance policies they issued to Tarragon Corporation.

In separate rulings, Judge Steckroth granted Axis's request to
dismiss the complaint filed by the the Association for failure to
state a claim under Federal Rule of Civil Procedure 12(b)(6).
The judge also granted Mt. Hawley's Motion to Dismiss "in relevant
part."

Axis argues the Association's claims should be dismissed because
Axis never issued policies to entities alleged by the Association
to be insured, any alleged assignment is invalid and,
alternatively, that the Association does not have standing to
bring a direct cause of action against Axis because there has not
yet been a judgment as to the underlying claim.

The Association counters that debtor Tarragon and its affiliated
entities were intended to be covered by the Axis Policies and,
therefore, had the authority to assign them to the Association,
the assignment is a valid assignment of a claim, and that,
additionally, Axis must be compelled to assert a defense for the
Tarragon Entities.

The proceeding was originally initiated by the Association in the
New Jersey state court claiming damages arising from alleged
construction defects in the Association's condominium building at
1200 Grand Street, Hoboken, New Jersey.  The defendants in the
case, including the Tarragon Entities, removed the matter to the
district court, which then referred the case to the Bankruptcy
Court where the Tarragon Entities had filed a chapter 11
bankruptcy petition.

Axis issued three policies to various Tarragon entities.  Axis,
however, contends it did not issue any policies to 1200 Grand
Street, Tarragon Realty, or Thirteenth Street Development, LLC.
Axis did issue a Commercial General Liability Policy to the
Tarragon Corporation, Tarragon Management, Inc., and Tarragon
South Development, Corp.

Mt. Hawley insured the Tarragon Entities under an Excess General
Liability Policy. Mt. Hawley said that, pursuant to the Policy, a
third party can only sue Mt. Hawley after the third party settles
with, or obtains a judgment against, the insured.  While this
appears on its face to be a straightforward contractual issue, the
Association relies on a consent order between the Association and
Tarragon Entities entered by the Court prior to Mt. Hawley's
involvement in the adversary proceeding.

On July 9, 2012, the Court entered a consent order between the
Association and the Tarragon Entities, defined to include 1200
Grand Street Urban Renewal, LLC, Thirteenth Street Development,
LLC, and Tarragon Realty, Inc.  The Consent Order assigned the
rights of Tarragon and its co-defendants' rights in all of their
insurance policies to the Association.

Mt. Hawley asserts that Tarragon assigned its general rights under
the policy, rather than a monetary claim stemming from actual
loss, and that this action is prohibited by New Jersey law, absent
consent from the insurer.

On Aug. 8, 2012, the Association filed a fourth amended complaint
asserting a claim against the insurers.

In his rulings, Judge Steckroth said the insurers do not have a
duty to tender a defense for the Tarragon Entities.  He added,
however, that the Court makes no determination as to whether the
Tarragon Entitles are covered under the Axis Policies.

The lawsuit is, 1200 GRAND STREET CONDOMINIUM ASSOCIATION,
Plaintiff, v. 1200 GRAND STREET URBAN RENEWAL LLC, et al.,
Defendants. Adv. Proc. No. 09-01465 (Bankr. D.N.J.).

A copy of the Court's April 16, 2013 opinion as to Axis is
available at http://is.gd/QflbQgfrom Leagle.com.

A copy of the Court's April 16, 2013 opinion as to Mt. Hawley is
available at http://is.gd/jGzNH8from Leagle.com.

Aileen F. Droughton, Esq. -- adroughton@traublieberman.com -- at
Traub Lieberman Straus & Shrewsberry LLP, in Red Bank, New Jersey,
argues for Axis Surplus Insurance Company.

Joel Max Eads, Esq. -- jeads@trenklawfirm.com -- at Trenk,
Dipasquale Della Fera & Sodono, P.C., in West Orange, New Jersey,
represents Mt. Hawley Insurance Company.

Paul A. Sandars, III, Esq., and Scott E. Resier, Esq., at Lum,
Drasco & Positan, LLC, in Roseland, New Jersey, represent 1200
Grand Street Condominium Association.


TEKNI-PLEX INC: Moody's Raises CFR to B3 & Rates $100MM Loan B3
---------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Tekni-Plex, Inc. to B3 from Caa1 and the Probability of Default
Rating to B3-PD from Caa1-PD.

Moody's also assigned a B3 rating to the proposed $100 million
term loan B and upgraded the rating on the $485 million 9.75%
senior secured notes due 2019 to B3. Proceeds of the proposed term
loan as well as the proceeds from the sale of the lawn and garden
hose business will be used to redeem some of the senior secured
notes due 2019. The ratings outlook remains stable.

Moody's took the following actions:

Corporate Family Rating, upgraded to B3 from Caa1;

Probability of Default Rating, upgraded to B3-PD from Caa1-PD;

$100 million senior secured Term Loan B due 2019, assigned B3 (LGD
4-54%);

$485 million 9.75% senior secured notes due 06/01/2019, upgraded
B3 (LGD 4-54%) from Caa1 (LGD 4-55%);

The ratings outlook remains stable.

Ratings Rationale

The upgrade of the Corporate Family Rating reflects an anticipated
improvement in credit metrics from the sale of the hose business,
partial refinancing of the senior secured notes and ongoing
productivity and profitability initiatives. The hose business, the
sale of which was announced on April 11, has been a drag on credit
metrics and management's time and energy. The company is also
expected to benefit from a continued focus on productivity and
profitability initiatives.

The B3 rating is supported by the high concentration of sales in
the food and healthcare markets and some long-term customer
relationships. The rating is also supported by some exposure to
custom pharmaceutical and medical product end markets and the
anticipated benefits from recently completed cost-cutting and
rationalization initiatives. The company also has adequate
liquidity.

The rating is constrained by low percentage of business under
long-term contract with cost pass-through provisions, high
percentage of commodity products, and limited pricing power in its
competitive, fragmented market. The rating also reflects the
company's concentration of sales and small revenue base. The
contracted business has lengthy lags and not all costs are passed
through.

The ratings could be downgraded if operating performance,
liquidity and/or the competitive and operating environment
deteriorate. Specifically, the ratings could be downgraded if free
cash flow to debt fails to improve to the mid single digits and/or
EBITA/Interest declines below 1.0 time and debt/EBITDA increases
above 7.0 times.

The ratings could be upgraded if Tekni-Plex sustainably improves
credit metrics within the context of a stable operating and
competitive environment and maintains adequate liquidity.
Specifically, the ratings could be upgraded if free cash flow to
debt rises to the high single digits, debt to EBITDA remains below
6.0 times and EBITA/Interest increases to above 1.6 times.

The principal methodology used in this rating was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 2009. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Headquartered in King of Prussia, Pennsylvania, Tekni-Plex is a
manufacturer of plastic packaging and materials as well as tubing
products for the food, healthcare and consumer goods markets. Pro
forma for the sale of the of lawn and garden hose business, sales
were $556 million for the twelve months ended December 28, 2012.
Tekni-Plex is a portfolio company of Oaktree Capital Management,
L.P.


TEKNI-PLEX INC: S&P Raises CCR to 'B' & Rates $100MM Loan 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Tekni-Plex Inc. to 'B' from 'B-'.  At the same
time, S&P assigned its 'B' issue-level rating (same as the
corporate credit rating) and '3' recovery rating to the company's
proposed $100 million senior secured term loan B due 2019.  S&P
also raised its issue-level rating on the company's $485 million
senior secured notes to 'B' from 'B-' and revised the recovery
rating to '3' from '4'.  The '3' recovery rating indicates S&P's
expectation for meaningful (50% to 70%) recovery in the event of a
payment default.  The outlook is stable.

The company plans to use the proceeds from the debt issuance and
the recently completed lawn and garden divestiture to repay part
of the outstanding $485 million senior secured notes and fund
transaction fees and expenses.

"The upgrade reflects the continued improvement in Tekni-Plex's
earnings and our expectation that the improved results are
sustainable over the next one to two years," said Standard &
Poor's credit analyst Danny Krauss.

The outlook is stable.  Tekni-Plex's leading market positions in
its relatively stable niche markets and earnings that are pretty
evenly split among its three remaining segments continue to
support the ratings.  S&P expects that working capital and free
cash flow generation should be more predictable in the future
because of the recent divestiture of the seasonal hose business.
S&P's base-case scenario assumes modest volume growth over the
next year, primarily driven by the health care and specialty
packaging segments, which should partially offset S&P's
expectation for continued weakness in Europe and volatility in the
company's input costs.  S&P expects the company will continue to
be able to pass through raw material price increases, albeit with
a bit of a lag.  S&P assumes that management and owners will
continue to support current credit quality and, therefore, has not
factored into its analysis any distributions to shareholders or
meaningful debt-funded acquisitions.

Based on S&P's downside scenario, it could lower the ratings if a
spike in raw material costs or competitive pressures caused EBITDA
margins to decrease by 200 basis points or more from expected
fiscal 2013 levels, coupled with a 5% drop in revenues.  At that
point, S&P would expect that the company's credit metrics would
weaken significantly, including leverage rising above 7x and FFO
to total adjusted debt dropping to about 5%.

Although less likely at this time, S&P could raise the ratings if
improved free cash flow generation from higher earnings and
working capital reductions allows the company to reduce debt
moderately.  S&P could also raise the rating by one notch if
EBITDA margins increase on a sustainable basis by 200 basis points
or more from expected levels.  If this were to happen, S&P expects
that FFO to debt would rise to about 15%, a level S&P considers
appropriate for a higher rating.


THERAPEUTICSMD INC: Wellington Owns 13.9% Stake at March 31
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wellington Management Company, LLP, disclosed
that, as of March 31, 2013, it beneficially owns 18,064,752 shares
of common stock of TherapeuticsMD, Inc., representing 13.98% of
the shares outstanding.  Wellington previously reported beneficial
ownership of 7,386,893 common shares or a 7.4% equity stake as of
Dec. 31, 2012.  A copy of the filing is available at:

                        http://is.gd/NVzgSH

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
expressed substantial doubt about TherapeuticsMD's ability to
continue as a going concern, citing the Company's loss from
operations of approximately $16 million and negative cash flow
from operations of approximately $13 million.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $5.8 million
in total assets, $7.2 million in total liabilities, and a
stockholders' deficit of $1.4 million.


TRANSAKT LTD: KCCW Accountancy Raises Going Concern Doubt
---------------------------------------------------------
TransAKT Ltd. filed on April 15, 2013, its annual report on Form
10-K for the year ended Dec. 31, 2012.

KCCW Accountancy Corp., in Diamond Bar, Calif., expressed
substantial doubt about TransAKT Ltd.'s ability to continue as a
going concern, citing the Company's accumulated deficit of
$3,911,792 at Dec. 31, 2012, including net losses of $1,338,033
and $337,463 during the years ended Dec. 31, 2012, and 2011,
respectively.

The Company reported a net loss of $1.3 million on $202,636 of
sales in 2012, compared with a net loss of $337,463 on $nil sales
in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $11.7 million
in total assets, $4.6 million in total liabilities, and
stockholders' equity of $7.1 million.

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

Based in Yangmei City, Taoyuan, Taiwan, TransAKT Ltd., a Nevada
corporation, has operated principally as a research and
development company since the Company's inception but abandoned
its telecommunications technology business in fiscal 2012.
Through its wholly owned subsidiary, Vegfab Agriculture Technology
Co., Ltd., the Company is now engaged in the manufacture,
marketing and sale of hydroponic and LED based agricultural
equipment for commercial and home use.


TRENDSET INC.: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Trendset, Inc.
                4 Interchange Boulevard
                Greenville, SC 29607

Bankruptcy Case No.: 13-02225

Involuntary Chapter 11 Petition Date: April 15, 2013

Court: U.S. Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Petitioners' Counsel: Rory D. Whelehan, Esq.
                      WOMBLE CARLYLE SANDRIDGE & RICE, LLP
                      550 S. Main Street, Suite 400
                      P.O. Box 10208
                      Greenville, SC 29603-0208
                      Tel: (864) 255-5400
                      E-mail: rwhelehan@wcsr.com

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Husqvarna Professional Products,   --                   $5,782,524
Inc.
9335 Harris Corners Parkway, Suite 500
Charlotte, NC 28269

Legrand North America, Inc.        --                   $4,642,653
60 Woodlawn Street
West Hartford, CT 06110

DH Business Services, LLC          --                   $3,883,360
2200 Pennsylvania Avenue NW
Suite 800W
Washington, DC 20037


TRINITY COAL: CRO David Stetson Has $300,000 Annual Pay
-------------------------------------------------------
Trinity Coal Corp.'s Chief Restructuring Officer David Stetson is
being paid at an annualized rate of $300,000, plus performance
incentives reflected in the CRO's employment agreement with the
Debtors, and reimbursed for the reasonable out-of pocket expenses
incurred.

As reported by the Troubled Company Reporter on April 8, 2013,
lenders of Trinity Coal Corp. agreed to the appointment of David
Stetson as chief restructuring officer.  With the blessing of the
bankruptcy court in Lexington, Kentucky, on April 2, Stetson has
exclusive power to run the business, agree to sell assets and
propose a reorganization plan.

Specifically, the CRO may:

   (a) cause the Debtors to negotiate financing, incur debt and
       grant liens as the CRO deems necessary, desirable or
       appropriate;

   (b) direct and manage the Debtors' operations, including,
       without limitation, negotiating with significant business
       partners, contractors and customers of the Debtors, and
       directing and managing the Debtors in order to comply with
       law;

   (c) cause the Debtors to dispose of estate assets outside the
       ordinary course of business;

   (d) oversee financial management and accountability of the
       Debtors;

   (e) direct the litigation strategy of the Debtors, including
       the investigation and prosecution, settlement or compromise
       of all claims and/or causes of action of or against the
       estate;

   (f) formulate, evaluate and implement a restructuring plan
       and/or liquidation plan, or strategic alternatives on
       behalf of the Debtors (based upon what the CRO determines
       to be appropriate under the circumstances) and negotiate
       with the Debtors' creditors and other stakeholders in
       connection therewith;

   (g) represent the Debtors' interests through counsel, financial
       advisors and other professionals before the Court;

   (h) select and retain professionals and advisors for the
       Debtors;

   (i) take such actions as the CRO deems necessary, desirable or
       appropriate to protect and preserve the value of the
       Debtors' assets and business for the benefit of the
       Debtors' creditors;

   (j) cause the Debtors to enter into any contract or agreement,
       to modify, amend, terminate, reject and/or enforce any of
       their contractual rights, and to exercise the Debtors'
       rights under the Debtors' agreements and other agreements
       in favor of the Debtors;

   (k) make all other significant decisions affecting the Debtors
       or their business, consistent with the requirements of the
       Bankruptcy Code, and hold the exclusive right to act for,
       and exercise the rights of, the Governing Board(s), after
       consultation with such parties as the CRO deems reasonable,
       necessary and appropriate; and

   (l) open new bank accounts for the Debtors, revoke and/or
       cancel signatory authority over the Debtors' bank accounts,
       and grant to employees of the Debtors signatory authority
       over the Debtors' new and existing bank accounts.

The CRO is authorized to (i) retain in place such current
operational management and other employees of the Debtors as the
CRO deems appropriate subject to the oversight and direction of
the CRO, (ii) terminate the employment of any member of the
Debtors' operational management or other employees of the
Debtors, and (iii) cause the Debtors to hire new employees,
pursuant to Court approval if and as required by the Bankruptcy
Code.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted these involuntary cases to
voluntary Chapter 11 cases.

David Stetson was appointed as chief restructuring officer.


TRINITY COAL: Hires Epiq Bankruptcy Solutions as Claims Agent
-------------------------------------------------------------
Trinity Coal Corporation and its debtor-affiliates sought and
obtained court permission to employ Epiq Bankruptcy Solutions,
LLC, as their Claims and Noticing Agent.

Epiq has agreed to provide various notice and claim related
services, including, without limitation:

   (a) create and maintain a computer database of all creditors,
       claimants and parties-in-interest;

   (b) prepare and serve required notices in these Chapter 11
       Cases, which may include:

          (i) notice of the commencement and the initial meeting
              of creditors;

         (ii) notice of the claims bar date, if any;

        (iii) notice of objections to claims;

         (iv) notice of any hearings on a disclosure statement and
              confirmation of a Chapter 11 plan; and

          (v) other miscellaneous notice to any entities, as may
              be deemed necessary for the orderly administration
              of the case;

   (c) after the mailing of a particular notice, prepare for
       filing with the Clerk's Office a certificate or affidavit
       of service that references the document served and includes
       an alphabetical listing of the parties to whom the notice
       was mailed and the date and manner of mailing;

   (d) receive and record proofs of claim and proofs of interest;

   (e) create and maintain official claims registers, including,
       among other things, the following information for each
       proof of claim or proof of interest:

          (i) the name of the Debtor;

         (ii) the name and address of the claimant, and any agent
              thereof;

        (iii) the date received;

         (iv) the claim number assigned; and

          (v) the asserted amount and classification of claim;

   (f) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (g) transmit to the Clerk's Office a copy of the claims
       registers upon request and at agreed upon intervals;

   (h) act as balloting agent which will include the following
       services:

          (i) print ballots;

         (ii) coordinate mailing of ballots, disclosure statement
              and Chapter 11 plan and other appropriate materials
              to all voting and non-voting parties and provide
              affidavit of service;

        (iii) prepare voting reports by plan class, creditor or
              equityholder and amount for review and approval by
              the Debtors and their counsel;

         (iv) establish a telephone number to receive questions
              regarding the voting on the plan; and

          (v) receive and tabulate ballots, inspect ballots for
              conformity to voting procedures, date stamp and
              number ballots consecutively, provide computerized
              balloting database services and certify the
              tabulation results;

   (i) maintain an up-to-date creditor matrix, which list shall be
       available upon request of a party-in-interest or the
       Clerk's Office;

   (j) record all transfers of claims pursuant to Rule 3001(e) of
       the Federal Rules of Bankruptcy Procedure and provide
       notice of such transfers as required thereunder;

   (k) comply with applicable federal, state, municipal and local
       statutes, ordinances, rules, regulations, orders and other
       requirements;

   (l) provide temporary employees to process claims, as
       necessary;

   (m) promptly comply with such further conditions and
       requirements as the Clerk's Office or the Court may at any
       time prescribe;

   (n) perform such other administrative and support related
       noticing, claims, docketing, solicitation and distribution
       services as the Debtors or the Clerk's Office may request;

   (o) provide reconciliation and resolution of claims services to
       the Debtors;

   (p) prepare the Schedules of Assets and Liabilities and the
       Statements of Financial Affairs; and

   (q) aid in the preparation, mailing and tabulation of ballots
       for the purpose of accepting or rejecting any Chapter 11
       plans proposed by the Debtors.

The Debtors had provided Epiq with a $10,000 retainer before the
cases were converted to Chapter 11.  Epiq will first apply the
retainer to all pre-Relief Date invoices, and thereafter, to have
the retainer replenished to the original retainer amount, and
thereafter, to hold the retainer under the Engagement Agreement
during the Chapter 11 cases as security for the payment of fees
and expenses incurred under the Engagement Agreement.

The firm attests it is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code with respect to
the matters upon which it is engaged.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted these involuntary cases to
voluntary Chapter 11 cases.

David Stetson was appointed as chief restructuring officer.


TUCSON ELECTRIC: S&P Revises Outlook to Positive, Affirms BB+ CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Tucson Electric Power Co. to positive from stable.  In addition,
S&P affirmed its 'BB+' corporate credit rating on the company and
its 'BBB-' rating on the company's senior unsecured notes.  The
recovery rating for the senior unsecured notes remains '2'.

The positive outlook reflects the potential for a modest upgrade
based on S&P's expectation that credit measures will likely
rebound in 2013 and beyond as a result of a pending rate case,
which appears to be credit supportive based on the terms of a
tentative settlement that includes a rate increase and lost fixed
cost recovery mechanism.  Tucson Electric must continue to closely
monitor O&M costs, as it has during its freeze period.  S&P
expects that the company will attempt maintain a balanced capital
structure and will continue to capably manage its regulatory
relationships in Arizona.

"We may raise the rating if the company significantly decreases
consolidated debt leverage, leading to considerably improved
credit measures, including debt to capital of less than 61% or FFO
to debt sustained near 20%.  We believe that such improved
measures would be the result of the current rate case being
finalized along the parameters currently expected and that the
company will either purchase, continue to lease, or properly
replace power obtained from Springerville Generating Station upon
the lease renewal date," said Standard & Poor's credit analyst
Michael Ferguson.

Though unlikely, S&P may lower the rating if Tucson Electric does
not maintain adequate liquidity, if cash flow coverage weakens to
less than 12% FFO to debt, or if the company funds capital
expenditures in a manner that increases leverage.  S&P could also
lower the rating if the upcoming rate case results in expected
deterioration of operating results.


AMERICAN MEDIA: Two Directors Appointed to Board Committees
-----------------------------------------------------------
American Media, Inc., announced the appointments of David R.
Hughes the Audit Committee and Andrew Russell to the Compensation
Committee of the Board of Directors.

After giving effect to the appointments, those Committees are now
comprised of the following members of the Board:

Audit Committee: Philip Maslowe (Chairman), David Hughes, David
Licht and Susan Tolson

Compensation Committee: Michael Elkins (Chairman), Gavin Baiera,
Charles Koones, David Pecker and Andrew Russell.

                       About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a
prepackaged plan. The Debtors emerged from Chapter 11
reorganization in December 2010, handing ownership to former
bondholders.  The new owners include hedge funds Avenue Capital
Group and Angelo Gordon & Co.

The Company's balance sheet at Dec. 31, 2012, showed
$575.72 million in total assets, $656.03 million in total
liabilities, $3 million in redeemable noncontrolling interest, and
a $83.30 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Jan. 22, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Boca Raton, Fla.-
based American Media Inc. to 'CCC+ ' from 'B-'.

"The downgrade conveys our expectation that continued declines in
circulation and advertising revenues will outweigh the company's
cost reductions, resulting in deteriorating operating performance,
rising debt leverage, and thinning discretionary cash flow," said
Standard & Poor's credit analyst Hal Diamond.


UNI-PIXEL INC: Wellington Holds 13.8% Equity Stake at March 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wellington Management Company, LLP, disclosed
that, as of March 31, 2013, it beneficially owns 1,385,540 shares
of common stock of Uni-Pixel, Inc., representing 13.89% of the
shares outstanding.  Wellington previously reported beneficial
ownership of owns 497,100 common shares or a 5.14% equity stake as
of Dec. 31, 2012.  A copy of the amended filing is available at:

                        http://is.gd/kKm9RR

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.   The Company's
balance sheet at Dec. 31, 2012, showed $14.71 million in total
assets, $348,683 in total liabilities and $14.36 million in total
shareholders' equity.


UNITEK GLOBAL: S&P Lowers Corporate Credit Rating to 'CCC'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Blue Bell, Pa.-based UniTek Global Services Inc., to
'CCC' from 'B+, and lowered all issue-level ratings by four
notches.  At the same time, S&P placed the corporate credit rating
and issue-level ratings on the company on CreditWatch with
developing implications.

"The rating actions follow UniTek's report that certain employees
in its Pinnacle Wireless subsidiary engaged in fraud that resulted
in improper revenue recognition," said Standard & Poor's credit
analyst Michael Weinstein.  The company will be restating its
consolidated financial statements dating back to Oct. 1, 2011, and
the release of its audited 2012 annual report will be delayed.
Additionally, the company has fired its chief financial officer,
corporate controller, and the president of its Pinnacle Wireless
Division.

While the legacy Pinnacle business has contributed less than 10%
of the company's total revenues since its acquisition in April
2011, S&P believes the restatements could potentially affect the
company's credit profile, including the ability to meet its total
leverage covenant which had less than 5% EBITDA cushion as of the
quarter ended Sept. 30, 2012.  Furthermore, to avoid technical
default, S&P believes that UniTek must secure a continued waiver
from its lenders to file its 2012 year-end financial statements.

S&P currently considers the company's liquidity "weak" given the
thin cushion on the company's leverage covenant as of Sept. 30,
2012, its negligible cash balances, and unknown availability of
its asset-based lending facility.

S&P anticipates that it will keep the ratings on CreditWatch until
it receives additional information on UniTek's progress with
lenders that can be used to further assess the company's liquidity
and covenant compliance.  As S&P receives more information, it
will continue to assess the company's ability to fulfill its
obligations to its lenders, including remaining in compliance with
all covenants and financial reporting requirements.  S&P could
raise or lower ratings depending on the company's progress with
lenders.


US POSTAL: Urges Congress to Address Broken Business Model
----------------------------------------------------------
Postmaster General Patrick R. Donahoe told a House committee on
April 17 that the Postal Service is currently operating with a
broken business model and the gap between revenues and costs will
only get worse in the coming years unless the laws that govern the
Postal Service are changed.

"Our financial problems are due to the restrictive laws that
prevent us from fully responding to changes in consumer behavior,"
Donahoe testified before the House Oversight and Government Reform
Committee.  "Any private sector company could quickly adapt to the
market changes we have experienced, and remain profitable.
However, we do not have all of the flexibility we need to adapt to
a changing marketplace."

Mr. Donahoe said the Postal Service continues to be very
aggressive in cost-cutting actions it can take within the law,
reducing its cost base by $15 billion since 2006.  "No other
organization, public or private, that I am aware of, can claim a
similar cost reduction while continuing to function at a high
level.  And yet, we have to go much further and much faster and we
are prepared to do so."

The Postal Service would have reduced costs an additional $2
billion annually by implementing the new delivery schedule
announced in February.  However, according to Postal Service legal
opinions, House Resolution 933 to fund government operations for
the remainder of the fiscal year included language specifically
designed to prevent the Postal Service from changing to the new
delivery schedule.

"The Postal Service is a responsible, law-abiding arm of the
executive branch.  Congress passed a law, we reviewed it
carefully, we complied with it and we informed our customers -
which is what we did last week," Mr. Donahoe told the Committee.
"Our customers require certainty, especially about something as
fundamental as our delivery schedule.  And so, we announced that
we would delay implementation of our new schedule until we gained
legislation giving us the ability to move forward."

The Postmaster General urged Congress to include delivery
flexibility as part of comprehensive postal reform legislation to
help return the Postal Service to long-term financial stability
and avoid the risk of becoming a significant burden to the
American taxpayer.  He also urged passage of other legislative
provisions that would provide for the following:

-- The ability to develop and price products quickly.

-- The ability to control healthcare and retirement costs.

-- The ability to switch to a defined contribution retirement
system for new employees.

-- The ability to quickly realign mail processing, delivery and
retail networks.

-- A more streamlined governance model.

-- More flexibility in the way the Postal Service leverages its
workforce.

Below is the Postmaster General's oral testimony before the
committee.  Please note that the remarks as delivered may vary
from the prepared text.  The full written testimony is available
at:

   http://about.usps.com/news/testimony-speeches/welcome.htm

"The Postal Service is currently operating with a broken business
model.

Since the economic recession of 2008, we have been experiencing a
significant imbalance between revenues and costs.  This imbalance
will only get worse in the coming decade unless the laws that
govern the Postal Service are changed.

In the past two years, the Postal Service recorded $21 billion
dollars in losses, including the default of $11.1 billion dollars
in payments to the United States Treasury.  The Postal Service has
exhausted its borrowing authority.  It also continues to contend
with a dangerous liquidity crisis.  We are losing $25 million
dollars every day and we are on an unsustainable path.

Primarily due to the rise in on-line bill payment, the use of
First-Class Mail has dropped by 28 percent since 2007.  This
equates to roughly $8 billion in annual revenue that we would
otherwise have today.  That is a steep decline in our most
profitable product category -- but -- it is not the cause of our
financial problems.

Our financial problems are due to the restrictive laws that
prevent us from fully responding to these changes in consumer
behavior.  Any private sector company could quickly adapt to the
market changes we have experienced, and remain profitable.
However, we do not have all of the flexibility we need to grow
revenue, reduce costs and adapt to a changing marketplace.

There are areas where we can act within the law, and we have been
very aggressive in these areas. Since 2006, we have reduced the
size of our workforce by nearly 200,000 career employees -- that's
a 28 percent reduction without layoffs.  We have consolidated more
than 300 mail-processing facilities. We are in the process of
modifying hours of operation at 13,000 Post Offices.  We have
eliminated 21,000 delivery routes.  These actions have bent the
cost curve and reduced our annual cost base by $15 billion
dollars.

We have examined and acted on every reasonable and responsible
action to match volume loss with cost reductions.  No other
organization, public or private, that I am aware of, can claim a
similar cost reduction while continuing to function at a high
level.  And yet, we have to go much further and much faster -- and
we are prepared to do so.

In February of this year, the Postal Service announced that it
would introduce a new national delivery schedule designed reduce
our costs by approximately $2 billion dollars annually.  We did so
after receiving the advice of our legal counsel.

We did so because the continuing resolution in existence at that
time did not prevent us from taking this fiscally responsible
action.  That law was set to expire on March 27, and we urged
Congress not to act to block our new delivery schedule when it
enacted the next continuing resolution to fund the government for
the rest of the fiscal year.

However, according to our legal opinions, House Resolution 933 to
fund government operations for the remainder of the fiscal year
included language specifically designed to prevent the Postal
Service from changing its delivery schedule.  According to this
law, we are now required to deliver mail as if it were the year
1983.

The Postal Service is a responsible, law-abiding arm of the
executive branch.  Congress passed a law, we reviewed it
carefully, we complied with it and we informed our customers -
which is what we did last week.

Our customers require certainty -- especially about something as
fundamental as our delivery schedule.  And so, we announced that
we would delay implementation of our new schedule until we gained
legislation giving us the ability to move forward.

Mr. Chairman, we need the flexibility under the law to implement
our new delivery schedule.

-- We need . . . . the ability to develop and price products
quickly.

-- The ability to control our healthcare and retirement costs.

-- The ability to switch to a defined contribution retirement
system for new employees.

-- The ability to quickly realign our mail processing, delivery
and retail networks.

-- We need a more streamlined governance model.

-- And, we need more flexibility in the way we leverage our
workforce.

Contrary to the arguments we hear from some parties, it is not
enough merely to resolve the prefunding of retiree health
benefits.  We can implement our five-year business plan, close a
$20 billion dollar budget gap by the year 2017, and return the
Postal Service to long-term profitability -- but only if we gain
flexibility in each of these areas.

If we don't gain this flexibility, our losses will continue and we
risk becoming a significant burden to the taxpayer.  It's just
that simple.

Mr. Chairman, we need Congress to affirmatively grant us the
authority to operate the Postal Service in a financially
responsible manner.  We need full authority to carry out our
responsibility to provide universal service to our nation.

Every day we record a loss of $25 million dollars, every day our
financial hole gets that much deeper.  We cannot stay on our
current path.

Let me conclude by thanking this committee for its willingness to
address these tough issues and to pass comprehensive reform
legislation this year.  The Postal Service is a tremendous
organization, and it needs your help."

                     About U.S. Postal Service

A self-supporting government enterprise, the U.S. Postal Service
is the only delivery service that reaches every address in the
nation, 151 million residences, businesses and Post Office Boxes.
The Postal Service receives no tax dollars for operating expenses,
and relies on the sale of postage, products and services to fund
its operations.  With 32,000 retail locations and the most
frequently visited website in the federal government, usps.com,
the Postal Service has annual revenue of more than $65 billion and
delivers nearly 40 % of the world's mail.  If it were a private
sector company, the U.S. Postal Service would rank 35th in the
2011 Fortune 500.  In 2011, the U.S. Postal Service was ranked
number one in overall service performance, out of the top 20
wealthiest nations in the world, Oxford Strategic Consulting.
Black Enterprise and Hispanic Business magazines ranked the Postal
Service as a leader in workforce diversity.  The Postal Service
has been named the Most Trusted Government Agency for six years
and the sixth Most Trusted Business in the nation by the Ponemon
Institute.

The Postal Service receives no tax dollars for operating expenses
and relies on the sale of postage, products and services to fund
its operations.

The U.S. Postal Service ended the first three months of its 2012
fiscal year (Oct. 1 - Dec. 31, 2011) with a net loss of $3.3
billion.  Management expects large losses to continue until the
Postal Service has implemented its network re-design and down-
sizing and has restructured its healthcare program.  Additionally,
the return to financial stability requires legislation which gives
the Postal Service typical commercial freedoms, including delivery
flexibility, returns over $10 billion of amounts overpaid to the
Federal Government and resolves the need to prefund retiree
healthcare at rates not assessed any other entity in the United
States.

To return to profitability, CEO Patrick Donahoe has advanced a
plan to reduce annual costs by $20 billion by 2015.  The plan
includes continued aggressive actions to generate additional
revenue and reduce operating expenses.  To reach the goal, the
Postal Service also needs changes in the law.  "Passage of
legislation is urgently needed that provides the Postal Service
with the speed and flexibility needed to cut costs that are not
under our control, including employee health care costs," Donahoe
said in February 2012 "The changes will give the Postal Service a
bright future and provide the nation with affordable and reliable
delivery for generations to come."


USA BROADMOOR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: USA Broadmoor, LLC
          dba Broadmoor Apartments
        405 N. St. Mary's Street, #850
        San Antonio, TX 78205

Bankruptcy Case No.: 13-04880

Chapter 11 Petition Date: April 16, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Amy Denton Harris, Esq.
                  STICHTER RIEDEL BLAIN & PROSSER, P.A.
                  110 E Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: aharris.ecf@srbp.com

                         - and ?

                  Scott A. Stichter, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: sstichter.ecf@srbp.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Hugh L. Caraway, chief executive
officer of Internacional Realty, Inc., member.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Asset Essentials Media, LLC        --                      $25,231
7800 IH-10 West, #130
San Antonio, TX 78230

Mastrogiovanni, Schorsch & Mersky  --                      $11,513
2001 Bryan Street, #1250
Dallas, TX 75201

Creative MultiCare, Inc.           --                       $6,311
P.O. Box 1147
Jonesboro, GA 30237

All Star Carpet Services           --                       $4,900

Bay Cities Gas                     --                       $2,795

American Ecosystems, Inc.          --                       $1,530

Jack Schimelfining Electric        --                       $1,445

Network Communications, Inc.       --                       $1,044

Advanced Plumbing, Inc.            --                       $1,018

Rodan Fire Sprinklers, Inc.        --                         $945

Grable Plumbing Co.                --                         $868

For Rent                           --                         $859

Mr. Electric of Tampa Bay          --                         $846

Peachtree Business Products        --                         $776

Tamba Bay's Best                   --                         $745

Apartment Hunters                  --                         $692

Land's End Business Outfitters     --                         $637

Complete Climate Control, Inc.     --                         $630

Tampa Bay Plumbers, LLC            --                         $585

Citra Steam, Inc.                  --                         $355


UTSTARCOM HOLDINGS: Regains NASDAQ Listing Compliance
-----------------------------------------------------
UTStarcom Holdings Corp. received a formal notice from NASDAQ that
it has regained compliance with Listing Rule 5450(a)(1) as a
result of the closing bid price of the Company's ordinary shares
being at $1.00 per share or greater for the last 11 consecutive
business days.

                        About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

UTStarcom Holdings Corp. incurred a net loss of $34.34 million in
2012, as compared with net income of $11.77 million in 2011.
The Company's balance sheet at Dec. 31, 2012, showed $489.32
million in total assets, $271.43 million in total liabilities and
$217.89 million in total equity.


UTSTARCOM INC: Taps Kirkland & Ellis as Legal Counsel
-----------------------------------------------------
A special committee of independent directors of UTStarcom Holdings
Corp.'s board of directors has selected Kirkland & Ellis
International LLP as its legal counsel.  The Special Committee
also intends to retain financial advisor to assist it in its work.

As previously announced, the Company's board of directors formed
the Special Committee to consider a "going-private" transaction
for $3.20 in cash per ordinary share, proposed by one of the
directors of the Company, Mr. Hong Liang Lu and his affiliates,
and Shah Capital Opportunity Fund LP and Himanshu H. Shah, in a
preliminary non-binding proposal letter, dated March 27, 2013.

Kirkland & Ellis will assist the Special Committee in its work in
connection with the Transaction.  No decisions have been made by
the Special Committee with respect to the Company's response to
the Transaction.  There can be no assurance that any definitive
offer will be made, that any agreement will be executed or that
this or any other transaction will be approved or consummated.
The Company does not undertake any obligation to provide any
updates with respect to this or any other transaction, except as
required under applicable law.

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

UTStarcom Holdings Corp. incurred a net loss of $34.34 million in
2012, as compared with net income of $11.77 million in 2011.
The Company's balance sheet at Dec. 31, 2012, showed $489.32
million in total assets, $271.43 million in total liabilities and
$217.89 million in total equity.


VELTI PLC: Baker Tilly Raises Going Concern Doubt
-------------------------------------------------
Velti plc filed on April 11, 2013, its annual report on Form 20-F
for the year ended Dec. 31, 2012.

Baker Tilly Virchow Krause, LLP, in Minneapolis, Minnesota,
expressed substantial doubt about Velti's ability to continue as a
going concern.  The independent auditors noted that the Company
has recurring operating losses, negative cash flows from
operations and requires additional working capital to support
future operations.

The Company reported a net loss of $61.2 million on $270.3 million
of revenues in 2012, compared with a net loss of $15.2 million on
$189.2 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$537.0 million in total assets, $244.5 million in total
liabilities, and stockholders' equity of $292.5 million.

A copy of the Form 20-F is available at http://is.gd/Nse5ni

Dublin, Ireland-based Velti plc (Nasdaq: VELT) is a global
provider of mobile marketing and advertising technology and
solutions that enable brands, advertising agencies, mobile
operators and media to implement highly targeted, interactive and
measurable campaigns by communicating with and engaging consumers
via their mobile devices.


VIGGLE INC: Cuts CEO's Salary to $500,000
-----------------------------------------
The employment agreement of Robert F.X. Sillerman, the Executive
Chairman and Chief Executive Officer of Viggle Inc. was amended to
provide for a decrease in his annual salary from $1,000,000 to
$500,000, as well as a grant of options to purchase 2,500,000
shares of the Company's common stock at a price of $1.00 per
share.

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

The Company's balance sheet at Sept. 30, 2012, showed
$17.3 million in total assets, $22.2 million in total liabilities,
and a stockholders' deficit of $4.9 million.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.


VINTAGE ASSOCIATES: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Vintage Associates, LLC
        26 Sequoia Parkway
        Asbury Park, NJ 07712

Bankruptcy Case No.: 13-17941

Chapter 11 Petition Date: April 15, 2013

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Raymond T. Lyons, Jr.

Debtor's Counsel: David L. Bruck, Esq.
                  GREENBAUM, ROWE, SMITH & DAVIS, LLP
                  P.O. Box 5600
                  Woodbridge, NJ 07095
                  Tel: (732) 549-5600
                  Fax: (732) 549-1881
                  E-mail: bankruptcy@greenbaumlaw.com

Scheduled Assets: $560,049

Scheduled Liabilities: $3,773,369

The Company's list of its 15 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/njb13-17941.pdf

The petition was signed by Henry V. Vaccaro, managing member.


W.R. GRACE: Acquires Waterproof Coatings Manufacturer
-----------------------------------------------------
W.R. Grace & Co. announced early this month the acquisition of
Chemind Construction Products, a privately held specialty
manufacturer and distributor of waterproofing coatings
technologies and materials for the design and construction
industry.  Chemind is headquartered and conducts R&D and
manufacturing operations in Brisbane, Australia. Terms
were not disclosed.

The acquisition will become part of Grace Construction Products
(GCP), a global provider of construction chemicals and building
materials that enhance the durability, strength and appearance of
structures all over the world.  In 2012, GCP posted sales of $1.0
billion.

                          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).


WESTMORELAND COAL: Investor Presentation for April 2013
-------------------------------------------------------
Westmoreland Coal Company made an investor presentation about,
among other things, Company overview and investment highlights.
A copy of the Presenation is available for free at:

                         http://is.gd/xnyFbm

                       About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss of $13.66 million in 2012, a
net loss of $36.87 million in 2011, and a net loss of $3.17
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed $936.11 million in total assets, $1.22 billion in total
liabilities and a $286.23 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WIDE WEST: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Wide West Services, LLC
        1489 West Warm Springs Boulevard, Suite 110IF
        Henderson, NV 89014

Bankruptcy Case No.: 13-12551

Chapter 11 Petition Date: April 11, 2013

Court: U.S. Bankruptcy Court
       Eastern District of California (Fresno)

Judge: Fredrick E. Clement

Debtor's Counsel: James L. Pagano, Esq.
                  PAGANO & KASS, APC
                  96 N. 3rd Street #525
                  San Jose, CA 95112
                  Tel: (408) 999-5678

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Veena Kaura, managing member.


XCELL ENERGY: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Xcell Energy and Coal Company, LLC, filed with the U.S. Bankruptcy
Court for the Eastern District of Kentucky its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                     $0.00
  B. Personal Property        $32,656,400.00
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                             $8,003,336.11
  E. Creditors Holding
     Unsecured Priority
     Claims                                     $1,565,034.31
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                     $1,072,940.12
                               -------------    -------------
        TOTAL                 $32,656,400.00   $10,641,310.54

A copy of the Schedules is available for free at:

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

                      About Xcell Energy

Xcell Energy and Coal Company, LLC, and its parent Energy
Investment Group, LLC, sought Chapter 11 protection (Banrk. E.D.
Ky. Case Nos. 13-70095 and 13-70096) on Feb. 14, 2013 in
Pikeville, Kentucky.

The Debtors sought bankruptcy after lender Alpha Credit Resources
LLC, owed $8 million, sought a receiver in state court and
scheduled a foreclosure auction on Xcell.

The Debtor is represented by attorneys at DelCotto Law Group PLLC
in Lexington, Kentucky.


XCELL ENERGY: Hearing on Alpha's Dismissal Motion Set for April 23
------------------------------------------------------------------
The Hon. Tracey N. Wise of the U.S. Bankruptcy Court for the
Eastern Distict of Kentucky will hold on April 23, 2013, at
9:30 a.m. (ET), a hearing to consider primary secured creditor
Alpha Credit Resources LLC's motion for relief from automatic stay
or, in the alternative, an order dismissing or converting the
Chapter 11 case of Xcell Energy And Coal Company, LLC, to Chapter
7.

As reported by the Troubled Company Reporter on Feb. 26, 2013,
Alpha, which is owed over $8 million, asked the Court to enter an
order granting it relief from the automatic stay to foreclose on
the membership interests in Xcell.  Alternatively, Alpha sought
(i) the dismissal or conversion of the Debtor's case to Chapter 7,
or (ii) the appointment of a Chapter 11 trustee.

On Jan. 28, 2013, Alpha commenced an action in Johnson Circuit
Court, Johnson County, Kentucky, against Xcell and sought and
obtained appointment of a receiver.  Alpha also chose to exercise
its right to initiate a foreclosure proceeding to foreclose on the
membership interests in Xcell, which interests constitute
collateral securing the claims of Alpha.

The Debtor and its parent company, Energy Investment Group, LLC,
filed a bankruptcy petition solely for the purpose of frustrating
Alpha's legitimate effort to recover its Collateral by thwarting
the auction and halting the state action.

On March 8, the Official Committee of Unsecured Creditors filed an
objection to Alpha's motion, saying that the Committee believes
that at this early stage of the case, the Debtor should be allowed
an opportunity to present a plan of liquidation.  According to the
Committee, allowing Alpha to exercise its security interest in the
Debtor's collateral at this early stage would effectively
terminate this case and foreclose the possibility that any of the
unsecured creditors could recover any amounts from the assets of
the Debtor.

The Committee said that Altec, in its separately filed opposition
to Alpha's motion, stated that counsel for the Debtor informed it
that substantial equity could exist in the assets of the Debtor,
above the amounts claimed by Alpha.  "If the Debtor is correct,
Alpha's concerns about its adequate protection in this case would
also be alleviated because it is protected by the equity cushion
in the Debtor's major asset.  Because the potential for an equity
cushion exists, Alpha's motion for stay relief should be denied.
At this early stage of the Debtor's case, it is unknown whether
enough value exists which could benefit the Debtor's unsecured
creditors.  Therefore, the stay relief motion should be denied in
order to provide the Debtor with an opportunity to offer a clear
plan of liquidation which could maximize the recovery of the
creditors," the Committee stated.

The Committee agrees that a Chapter 11 trustee should be
appointed.  According to the Committee, the appointment of a
Chapter 11 Trustee could alleviate both of the concerns listed by
Alpha.  "First, a qualified Chapter 11 Trustee, who is
knowledgeable about the coal mining industry, could take over
operations at the Mine in order to eliminate the Debtor's alleged
prior mismanagement.  This should alleviate most of Alpha's
concerns about the Debtor's failure to properly run the mine and
properly address the citations issued by the Department of Natural
Resources.  Second, a Chapter 11 trustee could work to maximize
the Debtor's major asset, the Mine, by attempting to return it to
its prior operational condition.  This would allow the Mine to be
sold as a going-concern in order to maximize the recovery to the
creditors," the Committee stated.

                      About Xcell Energy

Xcell Energy and Coal Company, LLC, and its parent Energy
Investment Group, LLC, sought Chapter 11 protection (Banrk. E.D.
Ky. Case Nos. 13-70095 and 13-70096) on Feb. 14, 2013 in
Pikeville, Kentucky.

The Debtors sought bankruptcy after lender Alpha Credit Resources
LLC, owed $8 million, sought a receiver in state court and
scheduled a foreclosure auction on Xcell.

The Debtor is represented by attorneys at DelCotto Law Group PLLC
in Lexington, Kentucky.

In its schedules, Xcell Energy listed $32,656,400 in assets and
$10,641,310.54 in liabilities.


XCELL ENERGY: Has Court's Nod to Hire DelCotto Law as Attorney
--------------------------------------------------------------
Xcell Energy And Coal Company, LLC, and its parent Energy
Investment Group, LLC, obtained permission from the Hon. Tracey N.
Wise of the U.S. Bankruptcy Court for the Eastern Distict of
Kentucky to employ DelCotto Law Group PLLC as bankruptcy attorney
effective as of the Petition Date.

As reported by the Troubled Company Reporter on Feb. 26, 2013, the
Firm's currently hourly rates range from $220 to $450 per hour
for attorneys and $130 to $165 per hour for paralegals, which
rates are adjusted periodically and at least annually.  For
services rendered by the Firm as counsel in connection with the
preparation of the Chapter 11 cases, the Firm has received a
retainer in the amount of $38,276 for EIG.  Deducting fees earned
by the firm for prepetition work, the balance is $27,900.  The
source of payment for the retainer was a capital contribution from
Polo Investments, LLC, the sole member of EIG.  The Firm received
the filing fee of $1,213 for Xcell from Polo as gifted funds from
Polo.

                      About Xcell Energy

Xcell Energy and Coal Company, LLC, and its parent Energy
Investment Group, LLC, sought Chapter 11 protection (Banrk. E.D.
Ky. Case Nos. 13-70095 and 13-70096) on Feb. 14, 2013 in
Pikeville, Kentucky.

The Debtors sought bankruptcy after lender Alpha Credit Resources
LLC, owed $8 million, sought a receiver in state court and
scheduled a foreclosure auction on Xcell.

The Debtor is represented by attorneys at DelCotto Law Group PLLC
in Lexington, Kentucky.

In its schedules, Xcell Energy listed $32,656,400 in assets and
$10,641,310.54 in liabilities.


XCELL ENERGY: Jones Walters OK'd as Counsel for Regulatory Matters
------------------------------------------------------------------
Xcell Energy And Coal Company, LLC, obtained permission from the
Hon. Tracey N. Wise of the U.S. Bankruptcy Court for the Eastern
Distict of Kentucky to employ Jones Walters Tuner & Shelton PLLC
as counsel for regulatory and administrative matters, nunc pro
tunc to the Petition Date.

Jones Walters will advise and assist the Debtor in connection with
resolving pending violations and permit issues related to the
Debtor's operations and any other specific matters, including but
not limited to participation in any evidentiary hearings in the
Court and negotiations and litigation matters with the Department
of Natural Resources.

Jones Walters' hourly rates range from $175 to $225 per hour for
attorneys and $50 per hour for paralegals.  Jones Walters has
conditioned its retention upon court approval of receipt of a
$5,000 retainer for its services.  The Retainer will be paid from
gifted funds to the Debtor from Polo Investments, LLC.  Polo is
also funding other administrative costs of the bankruptcy case.

Billy R. Shelton, Esq., a member of Jones Walters, attested to the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                      About Xcell Energy

Xcell Energy and Coal Company, LLC, and its parent Energy
Investment Group, LLC, sought Chapter 11 protection (Banrk. E.D.
Ky. Case Nos. 13-70095 and 13-70096) on Feb. 14, 2013 in
Pikeville, Kentucky.

The Debtors sought bankruptcy after lender Alpha Credit Resources
LLC, owed $8 million, sought a receiver in state court and
scheduled a foreclosure auction on Xcell.

The Debtor is represented by attorneys at DelCotto Law Group PLLC
in Lexington, Kentucky.

In its schedules, Xcell Energy listed $32,656,400 in assets and
$10,641,310.54 in liabilities.


* Fitch Says Life Insurance Industry Restructuring Accelerating
---------------------------------------------------------------
Recent transactions in the life insurance space reflect Fitch
Ratings' view that industry restructuring is accelerating.
Increased opportunities for both traditional and nontraditional
players in the insurance arena are seemingly on the rise.

Last week, MONY Life Ins. Co. (MONY Life) announced its planned
sale to Protective Life Corp. (PLC). In its announcement of the
agreement, AXA (parent to MONY Life) highlighted its desire to
release resources it had tied up in closed, noncore portfolios and
reinvest those resources in higher growth markets and businesses.

Transactions like these reflect an ongoing trend in the industry
where many insurers are taking steps to refocus operations and
discontinue or divest businesses that have underperformed and/or
no longer provide a strategic fit. Some of this product
rationalization has also been driven by persistently low market
interest rates, which have lowered the relative profitability of
some traditional products while also lowering the cost of
borrowing if debt is used to finance the acquisition of these
businesses.

Other examples underscoring what we believe is a trend include:
Hartford Financial Services' sale of its individual life business
to Prudential Financial, Inc. and its retirement plans business to
Massachusetts Mutual Life Insurance, Aviva; PLC's sale of its U.S.
annuity and life operations to Athene Holding Ltd.; Genworth
Financial's sale of its wealth management business to a
partnership of Aquiline Capital Partners and Genstar Capital; and
Sun Life Financial's sale of Sun Life Assurance Company of Canada
(U.S.) and Sun Life Insurance & Annuity Co. of New York to
Delaware Life Holdings, a company owned by shareholders of
Guggenheim Partners. Insurers most affected include those that
were active in the annuity and long-term care businesses, where
unfavorable results have led a number of major players to exit the
market.

Canadian and European insurers are expected to further rationalize
their participation in the U.S. life insurance market in part due
to ongoing underperformance and concerns over pending capital
regime changes in their local markets (e.g. Solvency II), which
could lead to an increase in required capital associated with
having U.S. life insurance operations.

"We expect this rationalization process will continue to create
opportunities for both traditional players looking to strengthen
existing core business, reinsurers with an expertise in block
acquisitions, and nontraditional players (e.g. private equity),
which are expected to play an increasing role in the life industry
and have completed a number of transactions to date largely
involving fixed annuity business. As a result, we expect merger
and acquisition (M&A) activity, which has lagged company-specific
restructuring initiatives to date, to accelerate in 2013. We note
increased M&A activity could lead to negative rating actions based
on integration and financing concerns," Fitch says.


* Moody's Notes Low Rate of US Corporate Family Defaults in 1Q
--------------------------------------------------------------
US corporate family defaults remained low in the first quarter of
2013, when there were eight defaults representing more than $8
billion of debt, compared with 15 defaults representing about $7
billion of debt a year earlier, Moody's Investors Service says in
a new report, "Default Count Remains Low in First Quarter." Four
of the first quarter's eight defaults involved more than $1
billion of debt, compared with two in the same period last year.

"Solid demand from fixed-income investors for bonds and leveraged
loans, along with low interest rates, have contributed to the low
default count," says Senior Vice President Lenny Ajzenman. "And we
expect the US speculative-grade default rate to decline further
this year, to end it at 2.6%." This would be well below the late-
2009 peak above 14% and the historical average of 4.5%, he says.

Of the six bankruptcies in the first quarter, three represented
more than $1 billion in defaulted debt. Dex One and SuperMedia
Inc. both filed Chapter 11 petitions in March to facilitate their
merger. Dex One and its subsidiaries defaulted on more than $1.9
billion of debt, while SuperMedia defaulted on more than $1.4
billion of debt. In addition, Revel Atlantic City, LLC missed an
interest payment on its debt in February and filed under Chapter
11 the following month, defaulting on close to $1.8 billion of
debt.

Energy Future Holdings Corp. and its subsidiary, Energy Future
Intermediate Holding Company, completed the only distressed
exchange during the first quarter of 2013, completing debt
exchanges for more than $1.3 billion. Last year, distressed
exchanges accounted for more than a third of defaults among
Moody's-rated US companies.

The media and energy sectors accounted for most of the defaults in
the first three months of this year, with four in media and two in
energy. Among US corporate sectors, media remains the one with the
highest one-year default rate forecast.

"US speculative-grade liquidity measures remain solid," Ajzenman
says, "with companies taking advantage of accessible bond and loan
markets to refinance pending maturities." Moody's Liquidity Stress
Index, which has led changes in the default rate, is consistent
with the rating agency's benign default forecast. Similarly,
Moody's Refunding Indices show that refinancing risk for high-
yield bonds is modest over the next three years, while its
Covenant Stress Index shows that few companies are at risk of
violating their bond covenants.


* Moody's Says Homebuilding Sector Has Weaker Protections
---------------------------------------------------------
The North American homebuilding industry on average offers weaker
covenant protection than other North American non-financial
corporate sectors, Moody's Investors Service says in a new report.
This is because the industry has the highest percentage of high-
yield-lite bonds, though most bonds with traditional high-yield
packages offer stronger investor protections than those from other
industries.

"Our review of 23 bonds from 14 North American homebuilding
issuers reveals a unique sector in terms of bond covenants," says
associate analyst and co-author Natalia Gluschuk in "High-Yield-
Lite Covenant Packages Prevail in North American Homebuilding
Industry." "While its high-yield-lite deals account for 56% of
issuance, offering weak protections, bonds with a full package of
covenants offer more protection than do those of other North
American non-financial sectors."

The bonds reviewed were drawn from Moody's High-Yield Covenant
Quality Database, which includes covenant quality scores for
overall covenant packages and for six categories of risk
protection within packages. On Moody's five-point scale, in which
1.0 represents the strongest investor protections and 5.0, the
weakest, the homebuilding industry has an average overall covenant
quality score of 3.96, compared with 3.68 for all other North
American corporate issuers.

Historically, North American homebuilders have been much more
likely to issue bonds with investment-grade covenants than other
corporate sectors. "Although it may seem striking, even during the
housing crisis banks and investors tended to favor the
homebuilding sector for its asset-rich quality and overall record
of strong growth," Gluschuk says. "For these reasons they have
sought less covenant protection from homebuilders, accommodating
their high level of high-yield lite issuance, while the sector's
improving credit quality means this will remain the case over the
near future."

Excluding high-yield-lite deals, bonds from North American
homebuilders rank strongest among the industries Moody's analyzed,
with an average covenant quality score of 2.61 compared with 3.42.
The homebuilding sector's scores were also the strongest in each
of the six categories of provisions. This includes good
restricted-payment and change-of-control provisions, which protect
creditors from unfavorable cash outflows and event risk,
respectively. In addition, both traditional and high-yield lite
bonds in the homebuilding sector include strong protections
against structural subordination.


* Bank of America Must Face Mortgage Disclosures Lawsuit
--------------------------------------------------------
Jonathan Stempel, writing for Reuters, reported that a federal
judge has revived a securities fraud lawsuit accusing Bank of
America Corp Chief Executive Brian Moynihan, his predecessor
Kenneth Lewis, and others of misleading shareholders about the
risk the bank might have to buy back large amounts of soured
mortgages.

According to the Reuters report, U.S. District Judge William
Pauley in Manhattan in July had dismissed various claims against
the executives by shareholders led by the Pennsylvania Public
School Employees' Retirement System, while letting their case
against the second-largest U.S. bank proceed.  But Pauley said the
new allegations in an amended lawsuit "plausibly establish
fraudulent conduct and a culpable state of mind as to all
executive defendants" for allegedly concealing the buyback
potential when certifying the bank's financials.

The report added that Pauley also said Moynihan could be liable
for statements that were inconsistent with a May 13, 2010, letter
sent on his behalf to the Financial Crisis Inquiry Commission
regarding the bank's securitization practices.

The other individual defendants include former chief financial
officers Joe Price and Charles Noski, and Chief Accounting Officer
Neil Cotty, Reuters related.

The case is Pennsylvania Public School Employees' Retirement
System et al v. Bank of America Corp et al, U.S. District Court,
Southern District of New York, No. 11-00733.


* BofA Hit with New Mortgage Settlement
---------------------------------------
David Benoit, writing for The Wall Street Journal, reported that
Bank of America did manage to cut the costs that were expected in
its first quarter, but surprised investors with yet one more large
payout to bond holders suing over mortgage securities.

According to the WSJ report, the bank cut $1 billion of expenses
in its quarter compared with the year-ago period, making progress
on its pledge to get to cutting $2 billion a quarter by the middle
of 2015. Investors were expected to watch that number closely, but
the announcement of a $500 million settlement is likely to catch
some off guard Wednesday.

Shares fell 3% to $11.92 in premarket trading, the report said.

WSJ related that the nation's second-largest bank by assets said
it would pay $500 million to release it from claims on mortgage
bonds that carry a current principal of $95 billion. Countrywide
had been sued by several pension funds involved in the case way
back in November 2007, a case that later added other pension firms
including the Maine State Retirement System in January 2010. The
Maine filing had attracted some attention as it sought a massive
payday over $352 billion in loans originated. But a court had
rejected many of the claims and reduced the suit.

The $500 million settlement helped keep BofA's overall litigation
expense at $881 million for the quarter, up from $793 million a
year ago and only down slightly from $916 million in the fourth
quarter, WSJ further related.


* Judge Approves SAC Settlement in Insider Trading Case
-------------------------------------------------------
Peter Lattman, writing for The New York Times' DealBook, reported
that a judge has approved a settlement between the hedge fund SAC
Capital Advisors and securities regulators that allows the firm to
pay a $602 million fine to resolve a civil insider trading case
without admitting any guilt, but he conditioned his ruling on a
pending ruling from the Federal Appeals Court.

According to the DealBook, in an opinion released on Tuesday,
Judge Victor Marrero of Federal District Court in Manhattan said
he had serious concerns with the "neither admit nor deny" language
contained in the agreement but said that he would await guidance
from a case involving Citigroup.

The pending appellate case, heard by the United States Court of
Appeals for the Second Circuit, involves the review of a ruling by
Judge Jed S. Rakoff, who rejected a $285 million settlement in a
fraud case brought against Citigroup by the Securities and
Exchange Commission, the DealBook said.  The agreement let the
bank avoid acknowledging that it had done anything wrong.

Judge Rakoff called the settlement "chump change" for Citigroup
and suggested that the agreement was not in the public interest,
according to DealBook. The bank and the S.E.C. said the judge had
overstepped his bounds in interfering with the decision of a
government agency.

DealBook related that much of Judge Marrero's 34-page opinion
centered on the "neither admit nor deny wrongdoing" language
contained in the SAC settlement and many other settlements struck
by the S.E.C.  In recent months, federal judges across the country
have followed Judge Rakoff's lead and suggested that the S.E.C.
and other government agencies were letting defendants off lightly
by not forcing them to acknowledge wrongdoing.

Judge Marrero indicated that the "neither admit nor deny"
boilerplate had no place in a post-financial-crisis world,
DealBook cited.

"Perhaps we live in a different era," Judge Marrero wrote,
DealBook quoted.  "In this age when the notion labeled 'too big to
fail' (or jail, as the case may be) has gained currency throughout
commercial markets, some cynics read the concept as code words
meant as encouragement by an accommodating public -- a free pass
to evade or ignore the rules, a wink and a nod as cover for grand
fraud, a license to deceive unsuspecting customers."

"Perhaps, too, in these modern times," he added, "new financial,
industrial and legal patterns have merged that call for enhanced
regulatory and, as appropriate, judicial oversight to counter
these sinister attitudes," DealBook said.


* Canyon Lake, Calif., Tells CalPERS It Will Quit the Pension Fund
------------------------------------------------------------------
Tim Reid, writing for Reuters, reported that the tiny California
city of Canyon Lake has served notice on the state's pension fund
that it wants to quit the plan, at a time when cities across the
state and the United States are looking at ways to rein in soaring
retirement costs.

According to the Reuters report, Canyon Lake in southern
California is a city of 11,000 people.  But its decision to quit
the powerful Calpers -- America's largest public pension fund with
$256 billion of assets under management -- could presage much
larger problems for the system as it battles with Wall Street
bondholders in the bankruptcy cases of California's San Bernardino
and Stockton.

Reuters said Canyon Lake, which says it is ready to pay a
termination fee, sent a letter on April 4 to the California Public
Employees' Retirement System (Calpers) stating that it wants to
end its relationship with the pension fund.  A major factor in its
decision was a likely move by Calpers to raise its employer
contribution rate by 50 percent in coming years -- a decision the
fund's board approved on Wednesday, the report added.

Reuters related that Calpers confirmed that it had received Canyon
Lake's "required signed resolution of intention to terminate"
adding other cities and counties have ended their contracts with
the fund in the past. No other city or county in California is
known to be taking the step to currently quit the plan, Reuters
noted.

"The problem here is the uncertainty for Calpers, and that is how
many cities might opt out," Michael Sweet, a bankruptcy attorney
with Fox Rothschild in San Francisco, told Reuters.  "That is the
unknown. The issue here for Calpers is if Canyon Lake becomes a
trend."

Reuters also related that Pacific Grove, a California coastal city
of 15,000, informed Calpers earlier this year that it wants to
explore ways to renegotiate its obligations to the fund. Other
California cities are taking legal and financial advice about
their obligations to Calpers.

According to Reuters, Canyon Lake said it has looked at Calpers's
website, which states that its unfunded liability to the fund is
$661,000.  Richard Rowe, Canyon Lake's interim city manager, told
Reuters that the city decided it would be cheaper to borrow money
to pay off Calpers rather than continue to pay the fund.

The city, Reuters further noted, only has two full-time employees.
Payments to Calpers for the pair will cost the city about $35,000
in the next fiscal year beginning July 1, Rowe told Reuters.  If
the city quit Calpers and turned those jobs into part-time
positions with much lower benefit structures, the city would save
about $88,000 annually in pension and health costs, Rowe added.

Servicing a 10-year loan to quit Calpers will cost the city about
$77,000 annually, Rowe said -- but it would be one line item in
the city's budget that should not change, the report related.

Out of a total city budget of $3.6 million, $2.6 million is spent
on police and fire costs, the report said.  That is contracted out
to Riverside County and the city has no control over those Calpers
costs.

The city wanted to quit Calpers because it looked like payments to
the fund would continue to increase, and Rowe said it was
frustrating that the city had no control over that, Reuters
further related.

According to Reuters, in the last 10 years, the amount paid to
Calpers by California and the cities rose nearly four times to
$7.8 billion in fiscal 2012.  The city said it paid Calpers 17.9
percent of its employees wages, up from 12.8 percent three years
ago. Rowe said they have also asked Calpers for an exact
termination fee, amid concerns about a rising unfunded liability
figure calculated by the fund.

"Budgeting is extremely difficult," Rowe told Reuters.  "We have
no ability to make long-term forecasts because we don't know how
Calpers's long term liabilities are going to be resolved."

Brad Pacheco, a spokesman for Calpers, told Reuters that the fund
had not performed any termination calculations for Canyon Lake.
Pacheco suggested the city's assumption that its termination fee
was $661,000 might be premature.  "We suspect that they used the
hypothetical number from the recent valuation report in the action
with their City Council," he told Reuters.

The assets of a city that terminates from Calpers are "are put
into a more conservative risk pool."


* PBGC Takes Over Saint-Gobain Containers' Pension Plans Amid Sale
------------------------------------------------------------------
The Pension Benefit Guaranty Corporation on April 18 said it is
moving to protect the retirement benefits of nearly 12,800 workers
and retirees of Saint-Gobain Containers, Inc., a glass container
manufacturer based in Muncie, Indiana, with facilities in 11
states across the U.S.

The agency is stepping in because the company is being sold to a
below investment grade company, potentially jeopardizing the
future of the pension plan.

"We are acting now to prevent the increased risk of a future
pension default created by the sale," said Sanford Rich, PBGC's
Chief of Negotiations and Restructuring. "It is best for companies
to keep their pension promises, but when they engage in
transactions that put pensions in peril, PBGC will do what's
necessary to make sure they support those promises."

On Jan. 17, 2013, Compagnie de Saint-Gobain agreed to sell Saint-
Gobain Containers for $1.7 billion to a unit of Ardagh Group S.A.,
a Luxembourg-based glass and metal packaging company.  The
transaction would move the pension plan from Compagnie de Saint-
Gobain, which is an investment grade company, to Ardagh, which is
not.

Upon termination, PBGC will pay all pension benefits earned by the
company's retirees up to the legal limit of about $57,500 a year
for a 65-year-old.  Eighty-five percent of retirees who receive
benefits from PBGC receive the full amount of the promised
benefit.

According to PBGC estimates, the plan is 63 percent funded with
$876 million in assets to pay $1.4 billion in benefits. The agency
expects to cover $497 million of the $524 million shortfall.

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

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

PBGC protects more than 40 million Americans in private-sector
pension plans by paying benefits when companies cannot. PBGC
receives no taxpayer dollars and never has. Its operations are
financed by insurance premiums and with assets and recoveries from
failed plans.


* SEC Charges Investment Adviser With Defrauding CalPERS, Others
----------------------------------------------------------------
The Securities and Exchange Commission on April 18 charged the CEO
of Chicago-based investment advisory firm Simran Capital
Management with lying to the California Public Employees'
Retirement System (CalPERS) and other current and potential
clients about the amount of money managed by the firm.

Institutional investors such as CalPERS often use assets under
management (AUM) as a metric to screen prospective investment
advisers soliciting their business. An SEC investigation revealed
that while pitching Simran's services, Umesh Tandon falsely
certified to CalPERS that his firm satisfied its minimum AUM
requirements. After fraudulently obtaining the business from
CalPERS, Tandon also falsely inflated Simran's AUM in
communications with other potential clients with whom he touted
his firm's relationship with CalPERS. Tandon also fraudulently
reported an inflated AUM in filings with the SEC, and he later
attempted to mislead SEC examiners during a routine examination of
Simran.

Tandon, who previously lived in Chicago and now resides in Texas,
has agreed to settle the SEC's fraud charges.

"Tandon deliberately undermined the CalPERS screening process by
grossly misrepresenting his firm's purported assets under
management," said Merri Jo Gillette, Director of the SEC's Chicago
Regional Office. "To make matters worse, he then used his
association with CalPERS to lure other public institutional
investors under false pretenses."

According to the SEC's order instituting settled administrative
proceedings against Tandon, he represented to CalPERS in May 2008
that Simran met explicit AUM requirements and managed at least
$200 million as of Dec. 31, 2007. In fact, Simran managed
approximately $80 million at that time. Evidence indicates that
Tandon was aware that Simran did not meet the CalPERS requirements
for AUM.

According to the SEC's order, Tandon touted Simran's relationship
with CalPERS to other prospective clients from 2008 to 2011, and
he instructed other Simran employees to do the same. On more than
a dozen occasions, Tandon and Simran employees falsely inflated
the firm's AUM in communications with employee retirement systems
and other prospective clients. Tandon and Simran also overstated
the AUM in at least four of the firm's Form ADVs filed with the
SEC. In February 2012, Simran withdrew its SEC registration as an
investment adviser and has since ceased operations.

According to the SEC's order, Tandon violated Sections 206(1),
206(2), and 207 of the Investment Advisers Act of 1940. Tandon
neither admitted nor denied the findings, and agreed to be barred
from the securities industry and pay disgorgement of $20,018,
prejudgment interest of $1,680, and a penalty of $100,000.

The SEC's investigation was conducted by Peter K.M. Chan along
with Jonathan I. Katz and Andrew O'Brien in the Chicago Regional
Office. They were assisted by members of the Chicago Regional
Office's examination staff including Susan M. Weis, Jeson G.
Patel, and Max J. Gillman.


* Wells Fargo Asks Judge to Dismiss U.S. Mortgage Loans Suit
------------------------------------------------------------
Bob Van Voris, writing for Bloomberg News, reported that Wells
Fargo & Co. (WFC) asked a judge to dismiss a suit by the U.S.
government claiming the bank made reckless mortgage loans that
caused losses for a federal insurance program.

According to the Bloomberg report, the U.S. suit alleges more than
a decade of misconduct by Wells Fargo in connection with a Federal
Housing Administration program.  Wells Fargo argued that the
government's suit, which was filed in October, should be dismissed
because it fails to adequately allege facts that would allow the
case to go forward.

"The complaint tells a nice story, but they fail to connect the
dots," William Johnson, a lawyer for San Francisco- based Wells
Fargo, told U.S. District Judge Jesse Furman in a hearing in
Manhattan federal court, Bloomberg related.

The U.S. claims the FHA paid hundreds of millions of dollars in
insurance claims on defaulted mortgages in connection with the
FHA's Direct Endorsement Lender Program as a result of false
certifications by Wells Fargo, Bloomberg said.

In the hearing, Wells Fargo argued that the U.S. released claims
against it in a settlement last year, Bloomberg further related.
The bank also said the government's claims for conduct before June
25, 2006, were filed too late and that the U.S. failed to allege
specific facts showing the bank engaged in fraud.

The bank, according to Bloomberg, claimed the government is trying
to misapply a 1989 law enacted in the wake of the savings and loan
crisis, the Financial Institutions Reform, Recovery and
Enforcement Act.

The case is U.S. v. Wells Fargo Bank N.A., 12-cv-07527, U.S.
District Court, Southern District of New York (Manhattan).


* CVC Capital to Launch 4th Asian Fund
--------------------------------------
Karlee Weinmann of BankruptcyLaw360 reported that London private
equity house CVC Capital Partners is preparing to launch its
fourth Asian fund, this time setting a target of about $3 billion
? well below the goal for its 2008 Asia-focused effort, which
brought in $4.1 billion, sources told Dow Jones Newswires on
Thursday.

The new vehicle's lower target comes as a generally weak economy
has investors keeping a tighter grip on their pocketbooks,
especially as private equity owners strain to unload the big-
ticket assets already in their portfolios, the report said.


* Great American Group Names Phillip Ahn as COO & CFO
-----------------------------------------------------
Great American Group, Inc., has appointed Phillip Ahn as Chief
Operating Officer and Chief Financial Officer of the Company,
effective immediately.

Mr. Ahn has nearly 20 years of experience in the financial
services industry, in particular the private equity, investment
banking and capital markets sectors. Mr. Ahn previously served as
Great American Group's Senior Vice President, Strategy & Corporate
Development from February 2010 to April 2013, where he has
overseen corporate development and merger and acquisition
activities. He has also been responsible for managing the
company's capital investments and strategic initiatives involving
private equity funds and hedge funds.

"Phillip has proven to be a valuable asset to our stakeholders
since joining Great American Group several years ago, and I am
pleased he will be taking on a larger role within our
organization," said Andy Gumaer, CEO, Great American Group.
"Phillip brings broad-based experience to this role and I am
excited to add someone of his caliber to our executive management
team."

Prior to joining Great American Group, Mr. Ahn held private equity
investment positions at middle market private equity firms
Altpoint Capital Partners and Stone Tower Equity Partners. Mr. Ahn
is a Chartered Financial Analyst (CFA). He received his Bachelor's
degree in economics from the University of Michigan and a Master
of Business Administration in Finance from Columbia University.

Woodland Hills, Calif.-based Great American Group, Inc. (OTCBB:
GAMR) -- http://www.greatamerican.com/-- provides asset
disposition and auction solutions, advisory and valuation
services, capital investment, and real estate advisory services
for an extensive array of companies.  The firm has additional
offices in Atlanta, Boston, Charlotte, N.C., Chicago, Dallas, New
York, San Francisco and London.


* Bankruptcy Exclusion Bars $103M Hotel Claim, Chartis Says
-----------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that a Chartis
Specialty Insurance Co. attorney told a New York state judge
Tuesday that it didn't have to indemnify an investment firm that
lost out on payments on a $103 million loan to Mexican hotel
operators because of a bankruptcy exclusion in the policy.

According to the report, CT Investment Management Co. LLC claims
that Chartis, now known again as American International Group
Inc., hasn't honored a political risk policy for the loan, which
CT has been unable to collect on after some businesses that took
out the loan went bankrupt.


* BOOK REVIEW: The Luckiest Guy in the World
--------------------------------------------
Author:  Boone Pickens
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at:
http://is.gd/98dVRC

"This is the story of a man who turned a $2,500 investment into
America's largest independent oil company in thirty years and
along the way discovered that something is terribly wrong with
corporate America.  Mesa Petroleum is the company, and I'm the
man."  Thus begins the autobiography of Boone Pickens, who
prefers to be referred to without his first initial, "T."

Mr. Pickens' autobiography was originally published in 1987, at
the end of the rollercoaster years when he was one of the most
famous (or infamous, depending on your point of view) and most-
feared corporate raiders during a decade known for corporate
raiding.  For the 2000 Beard Books edition, Pickens wrote an
additional five chapters about the subsequent, equally
tumultuous, 13 years, during which time he suffered corporate
raiders of his own, recapitalized, and retired, only to see his
beloved company merge with Pioneer.  One of his few laments is
being remembered mainly for the high-profile years, rather than
for the company he built from virtually nothing.

Of the takeover attempts, he says:

"I saw undervalued assets in the public marketplace.  My game
plan with Gul, Phillips, and Unocal wasn't to take on Big Oil.
Hell, that wasn't my role. My role was to make money for the
stockholders of Mesa.  I just saw that Big Oil's management had
done a lousy job for their stockholders."

He would prefer to be known as a champion of the shareholder
rights movement, which prompted big corporations to become more
responsive to the needs and demands of their stockholders.  He
founded the United Shareholders Association, a group that
successfully lobbied for changes in corporate governance.  In a
memorable interview in the May/June 1986 Harvard Business
Review, Pickens said, "Cheif executives, who themselves own few
shares of their companies, have no more feeling for the average
stockholder than they do for baboons in Africa."

Boone Pickens was born in 1928 in Holdenville, Oklahoma.  His
grandfather was Methodist missionary to the Indians there; his
father was a lawyer and small player in the oil business.
People in Holdenville worked hard and used such expressions as
"Root hog or die," meaning "Get in and compete or fail."

The family later moved to Amarillo, Texas, where Pickens went to
Texas A&M for one year, but graduated from Oklahoma State
University in 1951 with a degree in geology.  He worked at
Phillips Petroleum for three years, and then, despite growing
family obligations, struck out on his own.  His wife's uncle
told him, "Boone, you don't have a chance.  You don't know
anything."

This book is a wonderful read.  Pickens pulls no punches, and is
as hard on himself as anyone else.  He talks about proxy fights,
Texas-Oklahoma football games, his three marriages, poker,
takeover strategies, and unfair duck hunting practices, all in
the same easy tone.  You feel like he's sitting right there in
the room with you.

Pickens ends the introduction to this story with this:

"How I got from a little town in Eastern Oklahoma to the towers
of Wall Street is an exciting, unlikely, sometimes painful
story.  And, if you're young and restless, I'm hoping you'll
make a journey similar to mine."

Root hog or die!


                            *********

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
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
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