TCR_Public/130422.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, April 22, 2013, Vol. 17, No. 110

                            Headlines

710 LONG RIDGE: U.S. Trustee Appoints 5-Member Committee
ACCESSORIES MART: Obtains Summary Judgment in $50-Mil. Dispute
ACCO BRANDS: Fitch Affirms 'BB' Rating on $500MM Unsecured Notes
ADVANCED LIVING: U.S. Trustee Names 3 Members to Creditors Panel
ADVANTAGE SALES: Moody's Lowers Rating on Debt Facilities to 'B1'

ADVANTAGE SALES: S&P Affirms 'B+' Corporate Credit Rating
AFFYMAX INC: To Layoff More Employees, May File for Bankruptcy
AGC INC: Files for Chapter 11 with Deal to Sell to Harlow
AGC INC: Case Summary & 20 Largest Unsecured Creditors
AGFEED INDUSTRIES: Delays Form 10-K for 2012

AIRTOUCH COMMUNICATIONS: CFO, Two Other Executives Resign
ALHAMBRA RESOURCES: Fails to File 2012 Audited Fin'l Statements
AMBAC FIN'L: Unit Fails to Get Commissioner OK on Interest Payment
AMERICA WEST RESOURCES: Can Employ Flaster/Greenberg as Counsel
AMERICAN AIRLINES: Narrows Net Loss in 2013 First Quarter

AMERICAN AIRLINES: Gets Revised Order for Trading Requirements
ATARI INC: Affiliates File Schedules of Assets & Liabilities
BEALL CORP: Files Amended Schedules of Assets & Liabilities
BIG M: Mandee-Annie Sez-Afaze Auction Scheduled for May 8
CBAC BORROWER: S&P Assigns Prelim. 'B-' Corporate Credit Rating

CBAC GAMING: Moody's Rates Proposed $300MM Debt Facilities 'B3'
CENTRAL EUROPEAN: Withdraws $5-Mil Offer to Existing Shareholders
COLLEGE BOOK: Trustee Can Hire KraftCPAs PLLC as Accountant
CONFORCE INTERNATIONAL: Terminates Registration of Common Stock
CONNAUGHT GROUP: Court Certifies Class in "Schuman" WARN Act Suit

CUI GLOBAL: Registers Additional 1.6 Million Common Shares
CYPRESS OF TAMPA: Court OKs Hiring of Habif Arogeti as Accountants
D & L ENERGY: Has Interim Approval to Pay Bills
DIMMITT CORN: Files Schedules of Assets & Liabilities
EASTMAN KODAK: Sued by Ricoh for Patent Infringement

EASTMAN KODAK: Exclusivity Extended; May File Plan by April 30
EDISON MISSION: Projects Two-Year Chapter 11 Reorganization
ELITE PHARMACEUTICALS: First Shipment of Phentermine Capsules
EMPRESAS OMAJEDE: Files Amended Schedules of Assets & Liabilities
ERBA DIAGNOSTICS: Gets NYSE MKT Listing Non-Compliance Notice

ESTATE FINANCIAL: Trustee Hires Susi & Gura as Special Counsel
EXCEL MARITIME: Bankruptcy Filing Seen by Month's End
EXODUS COMMUNICATIONS: Chapter 15 Case Summary
FERRELLGAS PARTNERS: Moody's Affirms 'B1' CFR, Stable Outlook
FHC HEALTH: S&P Raises Rating on $89MM 2nd-Lien Term Loan to 'B'

FIRST SECURITY: Completes Strategic Recapitalization
FREESCALE SEMICONDUCTOR: Fitch Affirms 'CCC' Issuer Default Rating
GIM CHANNELVIEW: $420-Mil. Debt Facilities Get Moody's Ba3 Rating
GLEN ROCK: Case Summary & 20 Largest Unsecured Creditors
GLOBAL AVIATION: Teamsters Call for Costly Executive Search Halt

GMX RESOURCES: Has Interim Access to $20 Million DIP Loan
GREGORY WOOD: Bankruptcy Administrator Unable to Appoint Panel
GROVES IN LINCOLN: Senior Living Facility Has June 12 Auction
HAMPTON ROADS: To Sell $50 Million Worth of Securities
HANDY HARDWARE: Gets Final OK to Incur Postpetition Financing

HARDAGE HOTELS: Will Present Plan for Confirmation on May 2
HOSTESS BRANDS: Gets Court OK to Change Name After Sale Closing
HOSTESS BRANDS: Agrees with Lenders to Modify Financing Orders
IMMUCOR INC: Moody's Lowers Rating on $400MM Notes to 'Caa2'
INSPIREMD INC: Offering 12.5-Mil. Common Shares at $2 Apiece

JAYHAWK ENERGY: Appoints Interim CEO and Chairman
JERRY'S NUGGET: Wants to Hire Lever Capital as Financing Broker
K-V PHARMACEUTICAL: Committee Can Hire Duff & Phelps, FourSquare
LEE'S FORD DOCK: Wants to Hire Baldwin CPAs as Accountants
LEHMAN BROTHERS: Sues Bank Over Words 'Immediately Preceding'

LIBERTY TIRE: Moody's Keeps Caa1 CFR & Revises Outlook to Stable
LINDSAY GENERAL: Taps Evan M. Altman & George Geeslin as Attorneys
LYON WORKSPACE: Lender Wins Sale Mostly on Credit Bid
MELBYE SKANDINAVIA: Provides Update on Early Warning Reports
MEDICAL CARD: Moody's Confirms 'Caa3' Corp. Family Rating

MILAGRO OIL: S&P Lowers Corporate Credit Rating to 'CCC-'
MOMENTIVE PERFORMANCE: Amends 2012 Periodic Reports
MOSS FAMILY: Wants Exclusivity Extension Until May 31
MUSCLEPHARM CORP: Barry Honig Discloses 5.8% Stake at March 28
NATURAL PORK: Bose McKinney Okayed as Indiana Real Estate Counsel

NATURAL PORK: Committee Taps Cutler Law Firm as Associate Counsel
NCL CORP: Expected Revenue Gains Prompt Moody's to Up CFR to Ba3
NESBITT PORTLAND: Hires Ernst & Young as Auditor
NEW LEAF: Case Summary & Unsecured Creditor
OCALA SHOPPES: Files Amended Schedules of Assets & Liabilities

OCEAN DRIVE: Hotel Sold, Seeks Case Dismissal
OHI INTERMEDIATE: S&P Retains 'B+' Corporate Credit Rating
OSAGE EXPLORATION: Sunstone Discloses 4.9% Stake at April 8
OVERSEAS SHIPHOLDING: Ian Blackley Replaces Myles Itkin as CFO
OVERSEAS SHIPHOLDING: Oslo Asset Holds 5.7% Stake at April 10

OVERSEAS SHIPHOLDING: Affiliates File Schedules of Assets, Debts
PACIFIC GOLD: Incurs $16.6 Million Net Loss in 2012
PGA FLYOVER: Case Summary & 20 Largest Unsecured Creditors
PLAZA MEXICO: To Be Reinstated as Defendant in Workers' FLSA Suits
PLAZE INC: Moody's Rates Proposed $275MM Proposed Debt 'B2'

POWELL STEEL: Files Schedules of Assets & Liabilities
POWELL STEEL: U.S. Trustee Unable to Appoint Creditors Committee
PUERTO DEL REY: Files Amended Schedules of Assets & Liabilities
RAJON REALTY: Case Summary & 2 Unsecured Creditors
RAM OF EASTERN N.C.: Taps Pittard Perry as Accountant

RESIDENTIAL CAPITAL: Noteholders Want to Sue With Committee
REVEL AC: Gets Final Court Approval for $250-Mil. DIP Financing
REVEL AC: Casino's Tax Assessment Fixed at $1.15 Billion
REVOLUTION DAIRY: Court OKs Hiring of Genske Mulder as Accountants
REVOLUTION DAIRY: Court Okays Hiring of Prince Yeates as Counsel

REVOLUTION DAIRY: Committee Taps Snell & Wilmer as Counsel
RHP HOTEL: S&P Assigns 'BB' Rating to $1BB Sr. Secured Debt
RIVER CANYON: Court Approves Christopher L. Richardson as Mediator
SAN DIEGO HOSPICE: Committee Given Plan-Filing Rights
SCIENTIFIC LEARNING: Completes Debt Placement of $4.6 Million

SCOOTER STORE: Socked With Lawsuit for Mass Firings
SCOOTER STORE: Meeting to Form Creditors' Panel on April 25
SCOOTER STORE: Case Summary & 30 Largest Unsecured Creditors
SEANERGY MARITIME: In Restructuring Talks; Defaults on Loan
SELCO CONSTRUCTION: Case Summary & 8 Unsecured Creditors

SINCLAIR BROADCAST: To Acquire Fisher Communications for $373MM
SINCLAIR BROADCAST: Has New $500MM Credit Facility with JPMorgan
SPANISH BROADCASTING: Transfers Listing to NASDAQ Capital Market
SPRINT NEXTEL: Amendment 3 to Rule 13E-3 Transaction Statement
STABLEWOOD SPRINGS: Court Dismisses SRS Application as Moot

SUNTECH POWER: European Subsidiary Granted Provisional Moratorium
TNP STRATEGIC: Has Forbearance with KeyBank Until July 31
TPF GENERATION: S&P Assigns Prelim. 'B+' Rating on $425MM Loan
UNITED WESTERN: Lawsuit Failed, Case Converted to Liquidation
US POSTAL: CCAGW Urges Congress to Allow Reform

VANDERRA RESOURCES: Can Hire Grant Thornton as Accountants
VIVARO CORP: Court Approves Hiring of UHY as Accounting Providers
VIVENDI PARTNERS: Case Summary & 7 Unsecured Creditors
VPR OPERATING: U.S. Trustee Names 5 to Creditors Committee
VS FOX RIDGE: Court Appoints David L. Miller as Chapter 11 Trustee

VUZIX CORP: Amends Form S-1 Registration Statement with SEC
WARREN'S CORNER: Case Summary & 2 Unsecured Creditors
WELCH ENTERPRISES: Court Okays Hiring of Barry Friedman as Counsel
WYLDFIRE ENERGY: Hires Lain Faulkner as Accountants

* Fitch: Mixed Recoveries in U.S. Retail Bankruptcies
* Moody's Report Notes Improvement in Global Economy in 1Q
* Fitch Says U.S. Pub Fin Downgrades Exceed Upgrades in 2013 1Q
* Fitch Says U.S. Credit Card Delinquencies to Reach New Lows

* Roetzel Partner Selected as President & Chairman of BLES

* BOND PRICING: For Week From April 15 to 19, 2013

                            *********

710 LONG RIDGE: U.S. Trustee Appoints 5-Member Committee
--------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the Official Unsecured Creditors' Committee in the
Chapter 11 case of 710 Long Ridge Road Operating Company II LLC.

The Committee members are:

      1) Suzanne Clark
         New England Health Care Employees Union
         Dist. 1199 SEIU
         77 Huyshope Avenue
         Hartford, CT 06106
         Telephone: (860) 549 1199
         Facsimile: (860) 251 6049

      2) Raymond Crouse, Chairman
         Healthcare Services Group
         3220 Tillman Drive, Suite 3000
         Bensalem, PA 19020
         Telephone: (267) 525 8514
         Facsimile: (267) 525 8614

      3) Michael Lichter
         Culinary Depot, Inc.
         2 Melnick Drive
         Monsey, NY 10952
         Telephone: (845) 352 8200
         Facsimile: (845) 352 2700

      4) Dennis Zierden
         Joerns Healthcare, LLC
         2430 Whitehall Park Drive, Suite 100
         Charlotte, NC 28273
         Telephone: (800) 826 0270 Ext. 5560
         Facsimile: (715) 342 7340

      5) William Mayo
         WB Mason Company
         535 Secaucus Road
         Secaucus, NJ 07094
         Telephone: (201) 937 4519
         Facsimile: (877) 348 2591

                       About 710 Long Ridge

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

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

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

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


ACCESSORIES MART: Obtains Summary Judgment in $50-Mil. Dispute
--------------------------------------------------------------
Stanford Regency Plaza, a 400,000-square-foot commercial complex
sitting unfinished in Los Angeles' fashion district for several
years can now celebrate a court decision holding the prior
developers liable for almost $25 million in unpaid construction
loan debt.  Greenberg Glusker's Judy Man-Ling Lam obtained a
motion for summary judgment in favor of the plaintiffs,
Accessories Mart, LLC, which clears the path to collect from the
prior developers and proceed to develop 130 condo-style commercial
stores in the heart of LA's apparel district.

"My client is a company founded by experienced businessmen from
Asia who recognized a valuable opportunity in this distressed
asset.  They sought our legal help to maximize their recovery on
the distressed loan, manage a complex set of litigation on
multiple fronts, clean up the title and lien issues, and to advise
on real estate development issues for this project -- their first
major venture in Los Angeles," said Ms. Lam.  "We navigated
through a labyrinth of competing litigation claims and development
hurdles, using our litigation strategy, industry experience and
cross-cultural skills to achieve our client's goals."

Ms. Lam was assisted by Greenberg Glusker litigation attorney Lori
L. Werderitch and by Ryan Iwasaka, chair of the Firm's Real Estate
Group.

To become the owner of the Stanford Regency property, Accessories
Mart purchased a $50 million loan from East-West Bank and became
embroiled in lender liability litigation brought by the borrower
and 10 guarantors, Benhoor Hanasabzadeh, et al.  The lender
liability suit jeopardized the property, the loan and the
guaranties from 12 guarantors.

While the property stood unfinished and open to the elements
during the pending litigation, Accessories Mart had to overcome
over $2 million in mechanic's liens and other title issues, two
bankruptcy filings and injunction requests by the borrower, and
the defendants' claim of lender misconduct which was hoisted onto
Accessories Mart as the purchaser of the loan.  After foreclosing
on the project in downtown LA, Accessories Mart filed and won a
motion for summary judgment on the guaranties, achieving the right
to recover more than $25 million.

Los Angeles Superior Court Judge Ramona G. See granted Lam's
client's motion on February 15, 2013 and entered summary judgment
in their favor and against the guarantor defendants for more than
$25 million.


ACCO BRANDS: Fitch Affirms 'BB' Rating on $500MM Unsecured Notes
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings for ACCO Brands Corporation
and its subsidiary ACCO Brands Canada, Inc. as follows:

ACCO

-- Long-term Issuer Default Rating (IDR) at 'BB';
-- $250 million senior secured revolving credit facility at 'BB+;
-- $548 million in senior secured term loans at 'BB+';
-- $500 million senior unsecured 6.75% notes due April 2020 at
    'BB'.

ACCO Brands Canada, Inc:

-- $25 million senior secured term loan at 'BB+'.

The bank revolving credit facility and term loans are also
guaranteed by the ACCO and domestic and Canadian subsidiaries.

This action affects approximately $1.048 billion of outstanding
debt. The Rating Outlook is Stable.

KEY RATING DRIVERS:

The ratings and Outlook reflect ACCO's improved business profile
since its merger with MeadWestvaco Corporation's Consumer and
Office Products business (Mead) on May 1, 2012. Mead increased the
company's emerging market presence and lessened its exposure to
struggling economies in Europe and Australia. The company's
leading market position combined with cost control efforts have
resulted in consistent operating income and sequential margin
improvements. Moreover, liquidity is ample, and the company's free
cash flow (FCF) should improve substantially in the near term.
Fitch expects ACCO's credit protection measures to strengthen as
discussed below.

The ratings also incorporate that ACCO operates in the office
products industry, which is cyclical and experiencing secular
declines in a modest portion of product lines or end use customers
such as commercial printers. As a result, ACCO organic growth rate
has been negative for much of the past five years. ACCO
experienced revenues declines of approximately 20% in 2008 and
2009 that were mainly attributed to the U.S. recession. Slow
growth developed markets and economic contraction in Europe and
Australia have provided the latest pressure points during 2012.
Further, the merger of OfficeMax Incorporated and Office Depot,
Inc., which in combination accounted for 15% of the company's
revenues last year, could have a modest negative impact on volumes
after 2013. All of these factors contribute to a difficult
operating environment and Fitch's expectations that organic
volumes will continue being negative into 2013. Mead revenues are
likely to be the major driver of top line growth this year.

Financial Performance and Expectations:
Despite industry dynamics, ACCO's liquidity and credit protection
measures continue to improve. ACCO's revenues increased 33% to
$1.8 billion last year primarily due to the Mead acquisition which
more than offset organic declines and negative foreign exchange
translation. EBIT margins have improved sequentially since the
2008 low of 6.5%, ending 2012 at 9.8%. With a full year of Mead
revenues in 2013, Fitch expects the company's revenues to be in
the $2 billion range which will bring the company even with pre-
recession levels. EBIT margins should also continue to improve
with the higher margin Mead business and the company's strong
history on controlling costs.

Fitch anticipates that EBITDA will improve to the $300 million
range from $227 million in 2012 with the sales leverage to be
garnered from Mead. Importantly, FCF should also improve
substantially from the negative $38 million in 2012 as it was
hampered by almost $70 million in non-recurring acquisition or
refinancing related fees. Additionally working capital increased
with the Mead acquisition and should normalize next year. Fitch
estimates that FCF should comfortably exceed the $100 million
range in 2013 and 2014.

Leverage has trended down as expected from more than 8x in 2Q12
when the acquisition closed, to 4.7x at Dec. 31, 2012 despite only
having 7 months of Mead revenues and profits. EBITDA growth and
the company's goal to direct most of its FCF toward debt reduction
should see leverage in the sub 4x range at the end of 2013.

Liquidity and Debt:
ACCO had good liquidity of $288 million at year end comprised
mostly of $239 million in revolver availability. As discussed
previously, liquidity should also be buttressed by strong FCF in
2013 much of which will be directed toward debt reduction.
Required debt amortization is minimal from 2013 to 2014 with less
than $2 million due annually in 2013 and 2014 and $52 million in
2015.

The bank credit facility and term loans are secured by a first-
priority lien on substantially all assets. There is also a maximum
leverage covenant of 4.5 times (x) and a minimum interest covenant
of 3x. Both become more restrictive over time. ACCO has a
comfortable cushion in these key financial covenants.

RATING SENSITIVITIES:

An upgrade beyond the 'BB' range is not anticipated in the near
term. ACCO's credit ratings are limited by its position as a
consolidator in the industry. This strategy may lead to periodic
increases in leverage. Providing that there is no major global
recession, the company's plan to reduce debt with improved FCF
makes it more likely than not that the company's credit profile
will strengthen in the near term. However, the rating is unlikely
to be changed unless there is a more permanent change in the
company's business strategy.

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

A large debt-financed acquisition without a concrete plan to
reduce debt meaningfully in the 4x range in the 18-24 month time
frame could lead to a negative rating action. Of note, due to the
tax-free structure utilized in the Mead acquisition, ACCO is
limited in the amount of stock that it can issue to make
acquisitions or raise additional capital for two years without
potentially incurring significant taxes. As a result, any sizeable
near-term acquisitions are likely to be debt financed and in
combination with a material increase in taxes, could have a
negative implication.

Material revenue and profit declines in a long-tenured cyclical
downturn would also be of concern.


ADVANCED LIVING: U.S. Trustee Names 3 Members to Creditors Panel
----------------------------------------------------------------
U.S. Trustee Judy A. Robbins appointed three members to the
Official Unsecured Creditors' Committee in the Chapter 11 case of
Advanced Living Technologies, Inc.

The Committee members are:

      1) Shane Reed - Interim Chair
         Medline Industries
         One Medline Place
         Mundelein, IL 60060
         Telephone: (847) 643-4087
         Facsimile: (866) 527-2685
         E-mail: sreed@medline.com

      2) Care Specialties, Inc. - member
         2801 Oakmont Dr., Ste. 900
         Round Rock, TX 78665
         ATTN: Bill Ratfield, President
         Telephone: (512) 263-4000
         Facsimile: (512) 263-7440

      3) Ally Phillipsen - member
         Hallmark Rehabilitation GP, LLC
         27442 Portola Pkwy, Suite 200
         Foothill Ranch, CA 92610
         Telephone: (949) 380 2038
         Facsimile: (949) 282 5952
         E-mail: aphillipsen@hrehab.com

              About Advanced Living Technologies

Advanced Living Technologies, Inc., owner of six skilled nursing
facilities throughout Texas, filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sell
substantially the facilities as a going-concern in two months.

The Debtor previously sought Chapter 11 protection in January 2008
(Bankr. W.D. Tex. Case No. 08-50040) and exited bankruptcy in May
2008.

In the new Chapter 11 case, the Debtor has tapped Hohmann, Taube &
Summers, LLP, as counsel, CohnReznick LLP, as financial advisor,
and RBC Capital Markets, LLC, as investment banker.

As of the new Chapter 11 filing, the Debtor had total assets of
$12 million and liabilities of $25 million.


ADVANTAGE SALES: Moody's Lowers Rating on Debt Facilities to 'B1'
-----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
of Advantage Sales & Marketing Inc. and lowered the ratings on its
first lien senior secured credit facilities to B1 from Ba3. The
ratings outlook was revised to positive from stable. Moody's also
affirmed the B2-PD probability of default rating and the Caa1
rating on the second lien senior secured term loan.

The company is seeking to amend both the first and second lien
credit agreements to permit a tack-on issuance, which will
increase the first lien term loan by $90 million and the second
lien term loan by $30 million. Proceeds from the additional debt
will be used to refinance the $110 million mezzanine term loan
(unrated).

The downgrade of the first lien senior secured credit facilities
to B1 from Ba3 reflects reduced cushion given the expected
redemption of the contractually subordinated mezzanine term loan,
as per Moody's Loss Given Default Methodology.

The change in the ratings outlook to positive from stable reflects
ASM's solid operating performance in recent periods and Moody's
expectation that new client wins will contribute to further
earnings expansion such that credit metrics improve.

Ratings downgraded:

  $100 million first lien senior secured revolving credit
  facility due 2015 to B1 (LGD3, 35%) from Ba3 (LGD3, 32%)

  $995 million (upsized from $905 million) first lien senior
  secured term loan due 2017 to B1 (LGD3, 35%) from Ba3 (LGD3,
  32%)

Ratings affirmed:

  Corporate family rating at B2

  Probability of default rating at B2-PD

  $330 million (upsized from $300 million) second lien senior
  secured term loan due 2018 at Caa1 (LGD5, 87%). Revised from
  (LGD5, 82%).

Ratings Rationale:

The B2 corporate family rating reflects ASM's high leverage with
debt to EBITDA levels expected to decrease to around 5.5 times
over the next 12 to 18 months, modest free cash flow generation,
some customer concentration, ongoing acquisition risk and the
potential for dividends given ownership by private equity.
Notwithstanding these concerns, the rating is supported by ASM's
large-scale within the sales and marketing agency ("SMA")
industry, significant barriers to entry, the resilience of its
operating performance during the economic downturn, a highly
variable cost structure, track-record of revenue and earnings
growth, the stable nature of the underlying products it
represents, and solid pro forma interest coverage metrics.

The ratings could be upgraded if ASM organically grows its
earnings such that debt to EBITDA sustainably approaches 5.0
times, EBITDA less capex to interest exceeds 2.5 times, and free
cash flow as a percentage of debt is in the high single-digit
range. An upgrade would also require commitment to conservative
financial policies with regards to dividends and acquisitions.

Moody's could revise the ratings outlook back to stable if EBITDA
does not expand such that debt to EBITDA remains around 6.0 times.
The ratings could be downgraded if an erosion in operating
performance or a debt financed acquisition/dividend results in
sustained debt to EBITDA approaching 7.0 times, EBITDA less capex
to interest approaching 1.5 times, or free cash flow as a
percentage of debt of less than 2%.

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.

Advantage Sales & Marketing Inc. is a national SMA in the U.S.,
providing outsourced sales, marketing and merchandising services
to manufacturers, suppliers and producers of consumer packaged
goods.


ADVANTAGE SALES: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings,
including the 'B+' corporate credit rating, and stable outlook on
Irvine, Calif.-based sales and marketing agency Advantage Sales &
Marketing Inc. remain unchanged following the announced
refinancing transaction.  The company intends to increase its
existing $907.5 million first-lien secured term loan by
$90 million and its existing $300 million second-lien secured term
loan by $30 million in order to repay its $110 million mezzanine
debt.  The transaction is nearly neutral to credit metrics.

The 'B+' issue rating and '4' recovery rating on the first-lien
secured term loan due December 2017 remain unchanged.  The '4'
recovery rating indicates S&P's expectation of average (30% to
50%) recovery for first-lien secured lenders in the event of a
payment default.  The 'B-' issue rating and '6' recovery rating on
the second-lien secured term loan due June 2018 also remain
unchanged.  The '6' recovery rating indicates S&P's expectation of
negligible (0% to 10%) recovery for second-lien secured lenders in
the event of a payment default.

S&P estimates the company will have nearly $1.4 billion in debt
outstanding following the refinancing transaction.

The ratings on Advantage Sales & Marketing reflect S&P's
assessment that the company's business risk profile will remain
"fair" and its financial risk profile will remain "highly
leveraged" over the next year.  S&P's business risk profile
assessment primarily reflects the favorable industry dynamics and
S&P's belief that Advantage will increase sales and profits as
consumer packaged goods (CPG) producers will increase outsourcing
of sales and marketing functions.  Primary factors in S&P's
financial risk profile assessment include weak credits ratios, an
"adequate" liquidity profile, and its view that financial policy
is "very aggressive."  S&P forecasts total debt to EBITDA will
remain between 5x and 6x and funds from operations to total debt
will remain at or below 12%, which is consistent with a "highly
leveraged" financial risk profile.

Ratings List

Advantage Sales & Marketing Inc.
Corporate credit rating                   B+/Stable/--

Ratings Unchanged

Advantage Sales & Marketing Inc.
Senior secured
  First-lien term loan                     B+
   Recovery rating                         4
  Second-lien term loan                    B-
   Recovery rating                         6


AFFYMAX INC: To Layoff More Employees, May File for Bankruptcy
--------------------------------------------------------------
Affymax, Inc., disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that in view of the Company's
limited resources and funds, it plans to explore various strategic
alternatives, including a sale of the company or its assets, a
corporate merger, wind-down of operations or even bankruptcy
proceedings.

In its annual report for the year ended Dec. 31, 2012, the Company
reported a net loss of $93.41 million on $94.37 million of total
revenue, as compared with a net loss of $61.36 million on $47.72
million of total revenue for the year ended Dec. 31, 2011.

The Company has recurring operating losses with nearly all of the
Company's revenues resulting from the collaboration with Takeda
Pharmaceutical Company Limited related to the development and
commercialization of OMONTYS.  On Feb. 23, 2013, the Company and
Takeda announced a nationwide voluntary recall of OMONTYS as a
result of postmarketing reports regarding safety concerns,
including anaphylaxis, which can be life-threatening or fatal.  As
a result of the voluntary recall of OMONTYS, all marketing
activities have been suspended and there is significant
uncertainty as to when or if the Company will be able to
reintroduce OMONTYS.

"We will continue to review our operations as we discuss with
Takeda the roles and responsibilities of the parties in addressing
our regulatory and other obligations resulting from the OMONTYS
recall.  In any event, we plan to continue to make efforts to
substantially reduce our operating costs, which will likely
include further reductions in force as we endeavor to conserve our
cash resources," the Company said in the filing.

The Company is in discussions with, and is planning to seek
further assistance and support from Takeda as it transitions from
a commercial operating company to a company potentially without
any product.  The Company is undertaking steps to reduce all of
its outstanding obligations to third parties and is dependent on
those efforts to continue operations even in the near term.

In March 2013, the Company commenced a re-organization plan to
reduce operating costs, which included a reduction in force of
approximately 230 employees.

                        About Affymax, Inc.

Affymax, Inc. -- http://www.affymax.com-- is a biopharmaceutical
company based in Palo Alto, California.  Affymax's mission is to
discover, develop and deliver innovative therapies that improve
the lives of patients with kidney disease and other serious and
often life-threatening illnesses.


AGC INC: Files for Chapter 11 with Deal to Sell to Harlow
---------------------------------------------------------
AGC Incorporated on April 19 disclosed that it filed for Chapter
11 bankruptcy protection in the United States Bankruptcy Court for
the District of Connecticut on April 16, 2013 and that it has
initiated proceedings in the bankruptcy in connection with the
potential sale of substantially all of the assets of the company.
Harlow Aerostructures LLC has entered into an Asset Purchase
Agreement with the company, which includes a purchase price of
$5,700,000 in cash, and will be the stalking-horse bidder in an
auction currently scheduled for May 13, 2013.

AGC negotiated the Harlow Aerostructures LLC bid with the
assistance of its investment bankers, Alderman & Company Capital.

AGC has been authorized by the bankruptcy court to proceed with
the auction, provided the company receives additional qualified
bids.  The Harlow Aerostructures LLC bid will serve as the opening
bid in any auction and a final sale will be made to the highest
and best offer, subject to approval of the bankruptcy court.  The
following dates have been set by the court: i) the bid deadline is
May 8, 2013; ii) the auction will take place on May 13, 2013; and
iii) a court hearing to authorize the sale to the highest or
otherwise best bidder will commence on May 20, 2013.

Qualified parties interested in bidding for the assets of AGC
should contact Alderman & Company Capital, at the following
address: William H. Alderman, President; Alderman & Company
Capital, LLC; 20 Silver Brook Rd., Ridgefield, Conn. 06877. Tel:
(203) 244-5680; Mobile: (914) 414-4070; Fax: (203) 779-1122;
walderman@aldermancapital.com

Headquartered in Meriden, Connecticut, AGC Inc. --
http://www.agcincorporated.com-- manufactures and repairs
precision components and assemblies for the aerospace industry.
AGC's unique market niche is titanium hot forming and combination
bonding, including rubber to metal, plastic to metal and urethane
to metal.  Included in the product base is the manufacture of fan
exit vane assemblies and low-pressure compressor stators.  AGC had
$16.6 million in revenue during the most recent fiscal year,
ending February 28, 2013.


AGC INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: AGC, Inc.
        106 Evansville Ave.
        Meriden, CT 06451

Bankruptcy Case No.: 13-30681

Chapter 11 Petition Date: April 16, 2013

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Eric S. Goldstein, Esq.
                  Kathleen M. LaManna, Esq.
                  SHIPMAN & GOODWIN LLP
                  One Constitution Plaza
                  Hartford, CT 06103
                  Tel: (860) 251-5059
                  Fax: (860) 251-5312
                  E-mail: egoldstein@goodwin.com
                          klamanna@goodwin.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/ctb13-30681.pdf

The petition was signed by R. Bruce Andrews, president and chief
executive officer.


AGFEED INDUSTRIES: Delays Form 10-K for 2012
--------------------------------------------
AgFeed Industries, Inc., was unable to file its annual report on
Form 10-K for the year ended Dec. 31, 2012, within the prescribed
time period without unreasonable effort or expense.

As previously disclosed, on Jan. 31, 2012, the Company announced
that its special committee of the board of directors had completed
its investigation into certain accounting issues in the Company's
animal nutrition and legacy farm hog operations in China.  Also,
as previously disclosed, the Company is in the process of
restating its unaudited financial statements for the quarters
ended March 31 and June 30, 2011, its audited financial statements
for the years ended Dec. 31, 2010, 2009, 2008 and 2007 and its
unaudited financial statements for all quarters within those
years.  The Company intends to file the 2012 Form 10-K as soon as
practicable, but at this time the Company is unable to predict
when it will be in a position to file the 2012 Form 10-K.

The timing of the filing of the 2012 Form 10-K is subject to a
number of factors, some of which are beyond the Company's control,
including:

   (1) the Company's ongoing work in connection with restating
       certain financial statements and the closing of its books
       for its financial statements as of and for the year ended
       Dec. 31, 2012;

   (2) the continuing audit of the foregoing financial statements;
       and

   (3) the constraints that have been placed or that may be placed
       on the Company and its auditors with regard to the matters
       described in clauses (1) and (2) as a result of the
       financial and liquidity issues faced by the Company and its
       subsidiaries, including AgFeed USA, LLC, which accounted
       for approximately 70% of the Company's 2011 revenues.

The Company expects that any audit report by its independent
accountants with respect to the financial statements to be
contained in the 2012 Form 10-K will contain a modification
regarding the Company's ability to continue as a going concern.
This is a result of the continuing financial and liquidity issues
facing the Company and its subsidiaries, including the previously
disclosed fact that AgFeed USA is operating under a short-term
forbearance agreement with its lenders.

                      About Agfeed Industries

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


AIRTOUCH COMMUNICATIONS: CFO, Two Other Executives Resign
---------------------------------------------------------
Jerome Kaiser resigned as chief financial officer and secretary of
AirTouch Communications, Inc., on April 4, 2013.

On March 20, 2013, Tom Quan and Hidekazu Nakama resigned as
Executive Vice President of Sales & Marketing and Vice President
of Research & Development of the Company, respectively.

                   About AirTouch Communications

AirTouch Communications, Inc., formerly Waxess Holdings, Inc., is
a technology firm, located in Newport Beach, Cal., that was
incorporated in 2008 and designs innovative and state-of-the-art
wireless routers, stationary signal-enhanced cell phones, and
?Triple Play' (Voice/Data/Video over IP) portals.  The Company
offers its HomeConneX (R) products through the dealer network of a
major wireless carrier and its SmartLinX TM products through
various distributors in the US and Mexico.

As reported in the TCR on March 26, 2012, Anton & Chia, LLP, in
Irvine, California, expressed substantial doubt about Waxess
Holdings' 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 sustained
accumulated losses from operations totaling $16 million at
Dec. 31, 2011.

The Company's balance sheet at June 30, 2012, showed $4.7 million
in total assets, $1.9 million in total liabilities and
stockholders' equity of $2.8 million.


ALHAMBRA RESOURCES: Fails to File 2012 Audited Fin'l Statements
---------------------------------------------------------------
Alhambra Resources Ltd. on April 19 disclosed that the Company
will not be able to file its annual audited financial statements,
management's discussion and analysis and CEO and CFO certificates
(collectively, the "2012 Annual Audited Financial Statements") by
the filing deadline of April 30, 2013 as prescribed by National
Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-
102").  This is due to a current lack of funds to remunerate the
Corporation's auditors.

Don McKechnie, Alhambra's Chief Financial Officer explained, "We
anticipate we will be successful in completing a financing which
the Corporation has been pursuing that will provide Alhambra with
the necessary financial resources required to complete and file
the 2012 Annual Audited Financial Statements by the end of June
2013."

Until Alhambra completes the filing of the 2012 Annual Audited
Financial Statements, Alhambra will comply with the alternative
information guidelines set out in National Policy 12-203 - Cease
Trade Orders for Continuous Disclosure Defaults for issuers who
have failed to comply with a specified continuous disclosure
requirement within the times prescribed by applicable securities
laws.  The guidelines, among other things, require Alhambra to
issue bi-weekly default status reports by way of a news release so
long as the 2012 Annual Audited Financial Statements have not been
filed.

Alhambra has made an application to the applicable regulatory
authorities for a management cease trade order.  There is no
certainty that such order will be granted.  If a MCTO is granted,
the general investing public will still be able to trade Alhambra
listed common shares, however, the Corporation's Chief Executive
Officer, Chief Financial Officer and such other directors,
officers and persons as determined by the applicable regulatory
authorities, will not be able to trade Alhambra shares.  If a MCTO
is not granted, the applicable regulatory authorities may issue a
cease trade order against Alhambra for failure to file the 2012
Annual Audited Financial Statements within the prescribed time
period.

                         About Alhambra

Alhambra -- http://www.alhambraresources.com-- is a Canadian
based international exploration and production corporation
producing gold in Kazakhstan.  Alhambra common shares trade in
Canada on the TSX Venture Exchange under the symbol ALH, in the
United States on the Over-The-Counter Pink Sheets Market under the
symbol AHBRF and in Germany on the Frankfurt Open Market under the
symbol A4Y.


AMBAC FIN'L: Unit Fails to Get Commissioner OK on Interest Payment
------------------------------------------------------------------
Ambac Assurance Corporation on April 18 disclosed that the
Commissioner of Insurance of the State of Wisconsin has
disapproved the requests of Ambac Assurance and the Segregated
Account of Ambac Assurance to pay accrued interest on all
outstanding Surplus Notes issued by Ambac Assurance and the
Segregated Account on the next scheduled interest payment date of
June 7, 2013.

Ambac Assurance is a guarantor of public finance and structured
finance obligations, and is the principal operating subsidiary of
Ambac Financial Group, Inc.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMERICA WEST RESOURCES: Can Employ Flaster/Greenberg as Counsel
---------------------------------------------------------------
America West Resources Inc. and its affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Nevada to employ the law firm of Flaster/Greenberg P.C. as their
counsel, nunc pro tunc to the Petition Date.

The Debtors aver that the employment of counsel is necessary to
aid the Debtors in the performance of their duties.

Before the filing, the Debtors paid Flaster a retainer totaling
$100,000.  The Debtors have agreed that Flaster will be paid for
services at these rates:

     Personnel             Position       Hourly Rate
     ---------             --------       -----------
Steven D. Usdin, Esq.      Shareholder      $490
William J. Burnett, Esq.   Shareholder      $475
Eugene J. Chikowski, Esq.  Shareholder      $480
Harry j. Giacometti, Esq.  Shareholder      $745
Nella M. Bloom, Esq.       Associate        $305
Kristan L. Howard, Esq.    Associate        $310
Eric J. Van, Esq.          Associate        $305

Additional attorneys may be assigned to the case as needed;
however, no attorney's rate will exceed $490 per hour.

Flaster will also seek reimbursement of its expenses pursuant to
its policies.

The Debtors believe that Flaster is a "disinterested" person as
that term is defined in 11 U.S.C. Sec. 101(14).

                        About America West

Based in Salt Lake City, Utah, America West Resources Inc. is a
domestic coal producer engaged in the mining of clean and
compliant (low-sulfur) coal.  The majority of the Company's coal
is sold to utility companies for use in the generation of
electricity.

America West Resources and three affiliates sought Chapter 11
protection (Bankr. D. Nev. Case Nos. 13-50201 to 13-50204) on
Feb. 1, 2013, in Reno, Nevada. Nevada Bankruptcy Judge Bruce A.
Markell on Feb. 5, 2013, entered an order transferring the
bankruptcy case from Reno to Las Vegas.

America West disclosed assets of $18.3 million and liabilities of
$35.5 million as of Dec. 31, 2012.

America West has tapped the law firm of Flaster/Greenberg P.C. as
reorganization counsel; the Law Office of Illyssa I. Fogel as
local counsel; and consulting firm CFCC Partners, LLC, as
financial advisor.


AMERICAN AIRLINES: Narrows Net Loss in 2013 First Quarter
---------------------------------------------------------
AMR Corporation, the parent company of American Airlines, Inc., on
April 18 reported results for the first quarter ended March 31,
2013.  Key highlights include:

-- Revenue of $6.1 billion, the highest first quarter revenue in
company history

-- Net profit of $8 million, excluding reorganization and special
items, a $256 million improvement year-over-year, and AMR's first
profitable first quarter since 2007

-- Operating profit of $125 million, excluding special items, a
$203 million improvement over first quarter 2012. GAAP operating
profit of $52 million, a $141 million improvement year-over-year

-- Consolidated unit costs, excluding fuel and special items,
improved 3.2 percent year-over-year, marking the second
consecutive quarter of non-fuel unit costs reduction

-- Building on its fleet renewal momentum, American took delivery
of 12 new aircraft in the first quarter (nine 737-800s and three
777-300ERs)

-- On April 15, AMR filed its Plan of Reorganization and
Disclosure Statement; the hearing to consider approval of the
Disclosure Statement is scheduled for June 4

-- On April 15, AMR filed its Registration Statement with the SEC
to move forward with its anticipated merger with US Airways

"Thanks to the entire American team, we have made great progress
in building the new American.  For the first time in six years, we
produced a first quarter profit, excluding reorganization items
and special charges, and our fourth consecutive quarterly
operating profit," said Tom Horton, AMR's chairman, president and
CEO.  "And the momentum is building.  We have raised revenues and
built a competitive cost structure and sound foundation for the
future.  We're investing in hundreds of new aircraft and industry-
leading products and have renewed our iconic American brand.
Looking forward, our pending merger with our partners at US
Airways positions American to be the world's leading airline.
With great work by everyone on the American team, the new American
is taking flight."

In the first quarter, AMR reported a net profit of $8 million,
excluding reorganization and special items, a $256 million
improvement compared to the prior-year period.  AMR incurred a
GAAP net loss of $341 million versus a GAAP net loss of $1.7
billion in the first quarter of 2012.  First quarter results were
negatively impacted by $349 million of reorganization and special
items, which are detailed below.

                     Restructuring Progress

AMR is on track to realize savings targeted in the restructuring
process.  To date, AMR has completed the majority of its financial
restructuring, including reducing debt, renegotiating aircraft
leases and facilities agreements, grounding older aircraft,
rationalizing the regional fleet, renegotiating supplier
relationships, and making a number of other important changes.

"The fundamental changes we have been able to achieve in
streamlining our cost structure and making our operations more
efficient are yielding substantial results," said Bella Goren,
AMR's chief financial officer.  "Building on the substantial
progress that is evident in our results, we are continuing to
implement initiatives that create greater value for our financial
stakeholders, employees and customers."

Year-over-year cost reductions in salary, benefit and non-
operating expenses were driven by AMR's restructuring efforts.
Through the restructuring process, American reached six-year
agreements with all workgroups and reduced management positions,
making American's management staffing the leanest among network
carriers.

AMR also realized improvements in depreciation and amortization
expense, offset by increased aircraft rent expense with the
company taking delivery of a combined 36 new modern, fuel
efficient Boeing 737-800 and 777-300ER aircraft over the past 12
months, all of which have been leased.  American is in the midst
of significant renewal and transformation of its fleet and expects
to take delivery of 59 new mainline aircraft during 2013.

Throughout the remainder of the year, AMR expects to realize
additional savings improvements as the company gains court
approval to implement new terms negotiated with certain vendors
and suppliers.  It also plans to build on momentum from
restructuring by implementing new scope clauses established in new
labor agreements that will enable AMR to compete more effectively
in certain markets by better matching aircraft size with demand as
American begins operating larger regional jets and expands
codeshare agreements.

Revenue Performance

For the first quarter of 2013, AMR reported consolidated revenue
of $6.1 billion, approximately 1.0 percent higher compared to the
prior-year period on 1.3 percent less capacity.  First quarter
consolidated and mainline passenger revenue per available seat
mile (PRASM) increased 2.6 percent and 2.7 percent year-over-year,
respectively.  Consolidated revenue performance was driven by
record passenger yield, or average fares paid, of 16.27 cents per
mile, a 0.6 percent year-over-year improvement, and strong
consolidated and mainline load factors, or percentage of seats
filled, of 79.9 percent and 80.6 percent, respectively.

Domestic PRASM improved 2.7 percent in the first quarter versus
the first quarter of 2012, with PRASM increases across all five of
American's hubs, with the Los Angeles and Chicago hubs showing
particular strength.  International PRASM increased 2.6 percent in
the first quarter of 2013 over the prior-year period, driven by
strong performance in the Atlantic entity.  Absolute PRASM and
yields in the Latin entity remain robust and further American's
belief that targeted growth in the region will be accretive to
earnings.

Other revenues in the first quarter increased 1.2 percent compared
to the prior period, driven primarily by an increase in
AAdvantage(R)miles sold to partners and by growth in American
Eagle's ground-handling business performed for third parties.

"We achieved a quarterly yield that was the highest in company
history for any quarter, and an all-time first quarter record in
revenue," said Virasb Vahidi, American's chief commercial officer.
"As we look to the second quarter, we remain focused on delivering
for our customers through new products and services, the renewal
of our fleet and greater access to more destinations across our
growing global network."

Operating Expense

For the first quarter, AMR's consolidated operating expenses
decreased $80 million, or 1.3 percent, versus the same period in
2012.  Excluding special items, AMR's consolidated operating
expenses decreased $142 million, or 2.3 percent, year-over-year.
American's mainline cost per available seat mile (unit cost) in
the first quarter decreased 0.6 percent, including special items
in both periods, and 1.7 percent versus the same period last year,
excluding special items.  Taking into account the impact of fuel
hedging, AMR paid $3.26 per gallon for jet fuel in the first
quarter of 2013 versus $3.24 per gallon in the first quarter of
2012, a 0.7 percent increase.  As a result, the company paid $14
million more for fuel in the first quarter of 2013 than it would
have paid at prevailing prices from the prior-year period.

Excluding fuel and special items, mainline and consolidated unit
costs in the first quarter of 2013 decreased 4.1 percent and 3.2
percent year-over-year, respectively, primarily driven by the
company's restructuring efforts.  Despite lower capacity, this was
the second consecutive quarter of non-fuel unit cost reduction.
In addition, AMR achieved an operating profit of $125 million and
an operating margin of approximately 2.0 percent, an improvement
of approximately $203 million and 3.3 points, respectively, over
the prior-year period, excluding special items.

An unaudited summary of first quarter 2013 results, including
reconciliations of non-GAAP to GAAP financial measures, is
available in the tables at the back of this press release.

Cash Position

AMR ended the first quarter with approximately $5.1 billion in
cash and short-term investments, including a restricted cash
balance of $853 million, compared to a balance of approximately
$5.6 billion in cash and short-term investments, including a
restricted balance of approximately $771 million, at the end of
the first quarter of 2012.

Operational Performance

American ran a strong operation in the first quarter, achieving an
on-time arrival rate of 80.8 percent.  In the month of March, 81.8
percent of American's mainline flights arrived on time, American's
best March performance since 2003.  American's solid operational
results for the quarter also include posting a completion factor
of 98.4 percent.

Other First Quarter Highlights

-- In January, American Airlines became the first and only U.S.
airline to introduce the Boeing 777-300ER (Extended Range)
aircraft - the new flagship of American's fleet.  The company now
has five 777-300ER aircraft in service, operating between New York
Kennedy and both London Heathrow and Sao Paulo, and between
Dallas/Fort Worth and London Heathrow.

-- LATAM Airlines Group announced it will join oneworld(R), and
American filed applications with regulators for codeshare
agreements with TAM and LAN Colombia. Pending approval, this will
strengthen American's existing service to Latin America by
offering customers greater travel options and convenience.

-- American and Finnair announced Finnair's intent to join the
transatlantic joint business American shares with British Airways
and Iberia, providing our North American and European customers
more choices and better connections across the Atlantic.

-- American signed agreements with oneworld member-elect Qatar
Airways, based in Doha, Qatar, and the newest oneworld member,
Malaysia Airlines, to codeshare on each other's flights, which
will provide new growth opportunities for American in the Middle
East and Southeast Asia, as well as for our new partners in the
United States.

-- American and Alaska Airlines announced an expanded codeshare
agreement

-- American filed an application with the U.S. Department of
Transportation for the right to fly additional frequencies from
its Los Angeles and Chicago hubs to Brazil, beginning in 2013 and
2014, respectively.

-- American completed its private offering of two tranches of
enhanced equipment trust certificates (EETC) in the amount of
$664.4 million. This marked the first EETC financing in history
for an airline in restructuring.

Pending Merger Transaction

On Feb. 14, AMR and US Airways Group, Inc. announced that the
boards of directors of both companies unanimously approved a
definitive merger agreement under which the companies will combine
to create one of the world's largest global airlines, which will
have an implied combined equity value of approximately $11 billion
based on the price of US Airways stock as of Feb. 13, 2013.  The
merger will offer benefits to both airlines' customers,
communities, employees, investors and creditors. Among other
things, the combined company is expected to:

-- Benefit customers due to an expanded global network and
investment in new aircraft, technology, products and services

-- Enhance the oneworld alliance, offering a seamless global
network

-- Improve loyalty benefits for both airlines' members by
expanding opportunities to earn and redeem miles

-- Provide a path to improved compensation and benefits with
greater long-term opportunities for employees of both companies

-- Enhance recoveries for financial stakeholders - AMR
stakeholders to own 72 percent and US Airways shareholders to own
28 percent of the combined company's diluted common stock

-- Build upon the iconic, globally recognized American Airlines
brand

-- Be headquartered in Dallas/Fort Worth, with a significant
operational presence in Phoenix

American's proposed Plan of Reorganization provides the potential
for full recovery for American's creditors and a recovery of at
least 3.5 percent of the aggregate diluted common stock of the
combined airline for the company's shareholders.  It is unusual in
Chapter 11 cases -- and unprecedented in recent airline
restructurings -- for shareholders to receive meaningful
recoveries.

Merger Milestones

The following merger milestones have been achieved to date:

-- Jan. 31: Filed the required notification materials under the
Hart-Scott-Rodino Act (HSR) with the U.S. Department of Justice
and U.S. Federal Trade Commission

-- Feb. 14: Announced the definitive merger agreement between AMR
and US Airways

-- Feb. 25: AMR and US Airways announced that Beverly Goulet,
senior vice president and chief integration officer for American
Airlines, and Scott Kirby, president of US Airways, will jointly
lead a transition-planning team to design and oversee the new
American integration

-- March 21: AMR and US Airways announced the creation of the
Integration Management Office (IMO) to support the transition team
and the selection of McKinsey & Company to advise the IMO

-- March 28: AMR received court approval to merge with US Airways

-- April 15: AMR filed its Chapter 11 Plan of Reorganization,
Disclosure Statement and Registration Statement; a hearing to
consider approval of the Disclosure Statement is scheduled for
June 4

The merger is conditioned on the approval by the Court, regulatory
approvals, approval by US Airways shareholders, other customary
closing conditions, and confirmation and consummation of the Plan
of Reorganization in accordance with the provisions of the
Bankruptcy Code.  The combination is expected to be completed in
the third quarter of 2013.  Prior to closing of the transaction,
the transition-planning team composed of leaders from both
companies will develop an integration plan designed to assure a
smooth and sustainable transition with a focus on maximizing the
potential value of the merger.

Reorganization and Special Items

AMR's first quarter 2013 results include the impact of $349
million in reorganization and special items.

-- Of that amount, AMR recognized a $160 million loss in
reorganization items resulting from certain of its direct and
indirect U.S. subsidiaries' voluntary petitions for reorganization
under Chapter 11 on Nov. 29, 2011.  These items primarily result
from an adjustment to previously recorded estimated allowed claim
amounts for certain special facility revenue bonds, as well as for
professional fees.

-- The company recognized interest charges of $116 million to
recognize post-petition interest expense on unsecured obligations
which is to be allowed pursuant to the company's Plan of
Reorganization filed on April 15.

-- The company's operating expenses for the first quarter also
include special charges and merger-related expenses of $28
million, and a $45 million charge to benefits expense due to an
increase in workers' compensation claims in recent months, as well
as adverse developments on older claims.

Capacity Guidance

AMR estimates consolidated capacity in the second quarter of 2013
to be up approximately 1.0 percent versus the second quarter of
2012.  For the full year 2013, consolidated capacity is estimated
to increase approximately 1.5 percent versus the prior year.

American continues to make progress in implementing Main Cabin
Extra, removing certain seats to provide customers with more leg
room in the Main Cabin.  To date, American has completed the
retrofit of its Boeing 757 and 767 fleets and more than 90 percent
of its 737 fleet.  The retrofit of the MD-80 fleet commenced in
January 2013, and to date, Main Cabin Extra has been added to
approximately two-thirds of the MD-80 fleet with completion
targeted for the second quarter of this year.

                     About American Airlines

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

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

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

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

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


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

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

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

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

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

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

                     About American Airlines

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

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

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

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

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


ATARI INC: Affiliates File Schedules of Assets & Liabilities
------------------------------------------------------------
Atari Inc.'s debtor-affiliates filed with the Bankruptcy Court
their schedules of assets and liabilities, disclosing:

     Debtor-Entity                 Assets         Liabilities
     -------------               -----------      -----------
California US Holdings Inc       $11,476,803       $3,699,354
Humongous, Inc                    $3,038,878      $16,219,540
Atari, Inc                        $9,899,735      $59,952,306
Atari Interactive, Inc           $21,238,150     $266,183,594

Copies of the Schedules are available at:

* California US Holdings Inc
http://bankrupt.com/misc/ATARI_INC_california_sal.pdf
* Humongous, Inc
http://bankrupt.com/misc/ATARI_INC_humongous_sal.pdf
* Atari, Inc
http://bankrupt.com/misc/ATARI_INC_inc_sal.pdf
* Atari Interactive, Inc
http://bankrupt.com/misc/ATARI_INC_sal.pdf

                           About Atari

Atari -- http://www.atari.com-- is a multi-platform, global
interactive entertainment and licensing company.  Atari owns
and/or manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and Rollercoaster Tycoon(R).

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to
break away from their unprofitable French parent company and
secure independent capital.

A day after its American unit filed for Chapter 11 bankruptcy
protection, Paris-based Atari S.A. took a similar measure under
Book 6 of that country's commercial code.  Atari S.A. said it
was filing for legal protection because its longtime backer
BlueBay has sought to sell its 29% stake and demanded repayment by
March 31 on a credit line of $28 million that it cut off in
December.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP are proposed to serve as lead counsel for the U.S. companies
in their Chapter 11 cases.  BMC Group is the claims and notice
agent.  Protiviti Inc. is the financial advisor.

The Official Committee of Unsecured Creditors is seeking Court
permission to retain Duff & Phelps Securities LLC as its financial
advisor.  The Committee sought and obtained authority to retain
Cooley LLP as its counsel.


BEALL CORP: Files Amended Schedules of Assets & Liabilities
-----------------------------------------------------------
Beall Corporation filed with the U.S. Bankruptcy Court for the
District of Oregon its schedules of assets and liabilities,
disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property                      0
B. Personal Property        $14,015,232
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                   $20,671,119
E. Creditors Holding
   Unsecured Priority
   Claims                                            $1,663,120
F. Creditors Holding
   Unsecured Non-priority
   Claims                                            $6,853,085
                         --------------          --------------
TOTAL                       $14,015,232             $29,187,325

                   About Beall Corporation

Portland, Oregon-based Beall Corporation, a manufacturer of
lightweight, efficient, and durable tanker trucks, trailers and
related products, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least
$10 million in assets and liabilities.  Founded in 1905, Beall has
four factories and nine sale branches across the U.S.  The Debtor
has 285 employees, with an average weekly payroll of $300,000.

Judge Elizabeth L. Perris presides over the case.  The Debtor has
tapped Tonkon Torp LLP as counsel.  The Debtor disclosed
$14,015,232 in assets and $28,791,683 in liabilities as of the
Chapter 11 filing.

Wabash National Corporation on Feb. 4 successfully closed on its
acquisition of certain assets of Beall's tank and trailer business
for $15 million.

Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed
six members to the official committee of unsecured creditors.
Ball Janik LLP represents the Committee.


BIG M: Mandee-Annie Sez-Afaze Auction Scheduled for May 8
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that retailer Big M Inc. will sell the business at auction
on May 8.  The company's 129 women's apparel stores bear the names
Annie Sez, Mandee and Afaze.

According to the report, the bankruptcy court in Newark, New
Jersey, approved auction and sale procedures this week.  There is
already an offer of $5 million plus a maximum of $17.5 million for
the inventory.  Competing bids are due by May 6.  If there is no
better bid, the auction on May 8 will be canceled.  A hearing to
approve sale is scheduled for May 15.  The stalking-horse bidder
is YM Inc. from Toronto.

                          About Big M

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

The Big M Chapter 11 case is being financed with a $13.2 million
loan from Salus Capital Partners LLC, the lender on the revolving
credit before bankruptcy. There was no debt outstanding on the
Salus loan when bankruptcy began.

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

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

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

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


CBAC BORROWER: S&P Assigns Prelim. 'B-' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned CBAC Borrower LLC its
'B-' preliminary corporate credit rating.  The outlook is stable.

At the same time, S&P assigned CBAC's proposed $300 million first-
lien senior secured credit facilities its 'B-' preliminary issue-
level rating (at the same level as the preliminary corporate
credit rating).  S&P also assigned this debt a preliminary
recovery rating of '3', indicating its expectation of meaningful
(50%-70%) recovery for lenders in the event of a payment default.
The proposed first-lien credit facilities consist of a $10 million
revolving credit facility due 2018, a $215 million funded term
loan due 2020,and a multiple-draw senior secured delayed draw term
loan (12-month and 18-month) in an aggregate amount of $75 million
due 2020.  S&P is assigning preliminary ratings pending the
closing and funding of the proposed credit facilities, which are
contingent upon the expected approval of an environmental
remediation action plan related to the site of the casino
development.  S&P will assign final ratings following the closing
and funding of the proposed credit facilities.

CBAC plans to use proceeds from the proposed transaction, along
with about $118 million of equity from the company's owners and a
$30 million furniture, fixtures, and equipment (FF&E) facility,
to:

   -- Fund the development and construction of the Horseshoe
      Baltimore casino in Maryland;

   -- Establish an interest reserve to fund debt service through
      the construction period and the first three months following
     the opening of the casino; and

   -- Fund transaction fees and expenses.

The 'B-' preliminary corporate credit rating reflects S&P's
assessment of CBAC's business risk profile as "vulnerable" and its
financial risk profile as "highly leveraged."

"Our business risk profile assessment of "vulnerable" reflects the
construction and execution risk associated with developing and
opening a new casino, reliance on a single property for cash flow
in a market with existing competition and the likelihood of one
new additional casino, challenges associated with operating in an
urban location, and the stringent revenue allocation structure
imposed by the State of Maryland on video lottery terminal (VLT)
win, which limits profitability.  Our business risk assessment
also incorporates favorable demographics in the
Baltimore/Washington D.C. gaming market, the experience of the
development management team in developing and operating regional
casinos, and the expected inclusion of the Horseshoe Baltimore
casino in Caesars Total Rewards network," S&P said.

"Our financial risk profile assessment of "highly leveraged"
reflects our belief that new gaming projects are often somewhat
slow to ramp up operations because of uncertain demand and
challenges in managing initial costs effectively, particularly in
the first few months after opening, which can lead to poor
profitability.  In addition, we believe liquidity could be
pressured if the opening of the facility is delayed.  CBAC relies
on a single property for cash flow generation, and the interest
reserve account will provide a very limited three-month cushion
after the construction period has ended," S&P added.


CBAC GAMING: Moody's Rates Proposed $300MM Debt Facilities 'B3'
---------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and a Caa1-PD Probability of Default Rating to CBAC Gaming, LLC.
Moody's also assigned a B3 rating to the company's proposed $300
million first lien bank credit facilities consisting of a $215
million 7-year term loan B, $75 million 7-year delayed draw term
loan B and a $10 million 6-year revolver. The rating outlook is
stable.

The ratings are subject to receipt of final documentation.

Proceeds from the proposed $300 million first lien bank credit
facilities along with $117 million of sponsor cash common equity
and a planned $30 million furniture fixture & equipment facility,
will be used to fund construction of CBAC's $440 million Horseshoe
Baltimore project in downtown Baltimore, MD. The casino project,
which is scheduled to open in the third quarter of 2014, will be
managed by a subsidiary of Caesars Entertainment Corporation (Caa2
negative). CBAC is a joint venture between Caesars Entertainment
Corporation, Rock Gaming (not rated), and three local partners who
combined are expected to own approximately 30% of CBAC when the
casino opens.

Ratings assigned:

Corporate Family Rating at B3

Probability of Default Rating at Caa1-PD

$215 million senior secured 7-year term loan B at B3 (LGD 3, 34%)

$75 million senior secured delayed draw term loan B at B3 (LGD 3,
34%)

$10 million senior secured 6-year revolver at B3 (LGD 3, 34%)

Ratings Rationale:

CBAC's B3 Corporate Family Rating ("CFR") reflects the start-up
nature of the company's single asset casino project, the risks
related to existing and potential new competition, and high pro
forma leverage. Moody's expects that CBAC's debt/EBITDA in the
first year of operations is expected to exceed 7.0 times. However,
Moody's expects a portion of the project's free cash flow, about
$15 million in each of the first two years of operation, will be
used to repay debt, bringing leverage down to less than 6.0 times
by the end of the company's second full year of operations.

CBAC's position as the "second mover" in the Baltimore area gaming
market -- Maryland Live! opened in June 2012 and is located only
20 miles from the proposed Horseshoe site -- could make it more
difficult to achieve its targeted level of profitability as
Moody's believes Horseshoe Baltimore will need to grow the market
and take share from Maryland Live!. Additionally, the opening of
another casino approximately 50 miles from the Horseshoe Baltimore
could happen as early as July 2016.

Positive rating consideration is given to the significant cash
equity contribution to the project, about 30% of total project
costs, along with Moody's expectation that Horseshoe Baltimore
will generate EBITDA of at least $40 million in its first full
year of operations which is more than enough to cover the
company's combined cash interest obligation and maintenance
capital expenditures, assumed to total about $28 million.

Moody's also views the Baltimore, Maryland gaming market's strong
demographics as a key rating driver. Maryland Live! has reported
strong results since its opening with average monthly slot win per
unit of $282, one of the higher slot revenue totals on the east
coast. Given the strong demographics of the area and high
propensity to gamble, Moody's expects the market can support
additional casinos. Also supporting the rating is the operating
experience of Caesars, its established database of potential
gaming customers, and the development track record of Caesars and
Rock Gaming.

CBAC's B3 CFR is one notch higher than its Probability of Default
Rating of Caa1-PD, reflecting the utilization of a family recovery
rate of 65%. The higher than average family recovery rate reflects
CBAC's all first lien senior secured capital structure, which in
Moody's view gives lenders a better ability to take prompt action
if CBAC's credit profile deteriorates, thereby providing greater-
than-average recovery values.

The B3 rating on CBAC's senior secured bank debt is the same as
the company's CFR as it represents the preponderance of the debt
within the company's capital structure. The senior secured bank
facilities will be unconditionally guaranteed on a senior secured
basis by each wholly owned domestic subsidiary of the Borrower and
secured by a first priority interest in all domestic tangible and
intangible assets (including capital stock of subsidiaries) of
CBAC and the guarantors (subject to customary exceptions). A
mortgage on the garage property will secure the garage portion of
the financing.

The stable rating outlook acknowledges the fully-funded nature of
the construction project including an interest reserve that
prefunds scheduled interest payments through three months past the
casino's opening, and contingencies and completion guaranties.
Also considered are Moody's view that Horseshoe Baltimore will
ramp-up at a level and pace sufficient enough to cover the
company's annual fixed charge obligations, and that regulators
amend the original terms of its gaming license to accommodate the
company's plan to open with 130 table games (including poker
tables). To date, CBAC is required to open with 3,750 slot
machines which will not enable the company to implement its
current floor plan with 130 table games (including poker tables).

Ratings could be lowered if the project experiences cost over-runs
or construction delays. Ratings could also be downgraded if the
gaming trends in Maryland were to deteriorate prior to the
casino's opening and/or the company is not able to amend the
original terms of its gaming license to accommodate the company's
current floor plan.

Upward rating momentum is not expected given the construction and
start-up nature of the project. However, ratings could be
considered for upgrade if the project is completed on-time, on
budget, and Moody's believes that CBAC can achieve and maintain
debt/EBITDA near 5.0 times.

The methodologies used in this rating were Global Gaming published
in December 2009, and Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.

CBAC Gaming, LLC is a joint venture between Caesars Entertainment,
Rock Gaming, CVPR Gaming Holdings, STRON-MD and PRT Two. CBAC
Gaming is developing the Horseshoe Baltimore in Baltimore, MD. The
project -- which is expected to open in the third quarter of 2014
-- will be managed by a subsidiary of Caesars Entertainment
Corporation.


CENTRAL EUROPEAN: Withdraws $5-Mil Offer to Existing Shareholders
-----------------------------------------------------------------
Following the April 9 announcement by Central European
Distribution Corporation that Roust Trading Ltd. would be willing
to make an aggregate $5 million gift to all existing CEDC
stockholders in the context of CEDC's Plan of Reorganization, CEDC
and Roust Trading have faced opposition and objections from
certain of CEDC's stakeholders.

CEDC's request and Roust Trading's willingness to make this gift
had been premised on the absence of objections from other CEDC
stakeholders and that the gift would not otherwise impede the
approval and consummation of CEDC's fully consensual Plan of
Reorganization.  In light of the opposition and objections, CEDC
has withdrawn its request and Roust Trading will not make the
gift.

As a result, following confirmation of CEDC's Plan of
Reorganization by the U.S. Bankruptcy Court in Delaware and upon
its subsequent effectiveness, all currently outstanding CEDC
common stock will be canceled and no remuneration shall be
provided to existing CEDC stockholders.

                            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.


COLLEGE BOOK: Trustee Can Hire KraftCPAs PLLC as Accountant
-----------------------------------------------------------
The chapter 11 trustee in the bankruptcy case of College Book
Rental Company LLC sought and obtained approval from the U.S.
Bankruptcy Court to employ Jerry A. Moss CPA and KraftCPAs PLLC as
accountant.

The firm will, among other things, provide these services:

a. inspection, review and analysis of financial documents of the
    Debtor (including any related information filed with the
    court);

b. tax analysis and business consultation services related to
    past and future transactions; and

c. preparation of interim and final federal, state and local tax
    returns, and determination of any tax liabilities or refunds
    due.

The hourly rates for the individuals who may perform services in
this proceeding are:

      Professional                     Rates
      ------------                     -----
      Partners                      $325 to $360
      Managers and Supervisors      $180 to $280
      Senior Staff                  $160 to $190
      Junior Staff                  $110 to $160
      Support staff                  $80 to $100

Neither Jerry A. Moss, CPA nor KraftCPAs PLLC represents any
interest adverse to the trustee or the estate in the matters upon
which they are to be engaged.

                        About College Book

Four creditors filed an involuntary Chapter 11 bankruptcy petition
against Murray, Kentucky-based College Book Rental Company, LLC
(Bankr. M.D. Ky. Case No. 12-09130) in Nashville on Oct. 4, 2012.
Bankruptcy Judge Marian F. Harrison oversees the case.  The
petitioning creditors are represented by Joseph A. Kelly, Esq., at
Frost Brown Todd LLC.  The petitioning creditors are David
Griffin, allegedly owed $15 million for money loaned; Commonwealth
Economics, allegedly owed $15,000 for unpaid services provided;
John Wittman, allegedly owed $158 for unpaid services provided;
and CTI Communications, allegedly owed $21,793 for unpaid services
provided.

The owners of College Book Rental consented to the Chapter 11 case
and the appointment of a Chapter 11 trustee to run CBR.  CBR is
co-owned by Chuck Jones of Murray and David Griffin of Nashville,
Tenn.

An agreed order for relief under Chapter 11 was entered on
Oct. 15, 2012.  Robert H. Waldschmidt was appointed as trustee the
next day.


CONFORCE INTERNATIONAL: Terminates Registration of Common Stock
---------------------------------------------------------------
Conforce International, Inc., filed a Form 15 with the U.S.
Securities and Exchange Commission to voluntarily terminate the
registration of its common stock.  As of April 11, 2013, there
were only 67 holders of the common shares.

                   About Conforce International

Headquartered in Concord, Ontario, Canada, Conforce International,
Inc., has been in the shipping container business repairing,
selling or storing containers for over 25 years.  The Company has
been engaged in the research and development of a polymer based
composite shipping container and highway trailer flooring product.
As a result, the Company has developed EKO-FLOR.  The Company is
now outfitting its new manufacturing facility in Peru, Indiana for
the production of EKO-FLOR for the North American highway trailer
market.

BDO Canada, LLP, issued a going concern qualification on the
consolidated financial statements for the fiscal year ended
March 31, 2012.  The independent auditors noted that the Company
has incurred recurring losses and its ability to continue as a
going concern will depend on its ability to generate positive cash
flows from operations or secure additional financing.  The Company
said there can be no assurance that its activities will be
successful or sufficient and these conditions raise substantial
doubt about the Company's ability to continue as a going concern.

Conforce reported a net loss of US$3.81 million for the fiscal
year ended March 31, 2012, compared with a net loss of
US$2.11 million during the prior fiscal year.

The Company's balance sheet at Sept. 30, 2012, showed US$3.76
million in total assets, US$2 million in total liabilities and
US$1.76 million in shareholders' equity.


CONNAUGHT GROUP: Court Certifies Class in "Schuman" WARN Act Suit
-----------------------------------------------------------------
Bankruptcy Judge Stuart M. Bernstein issued a memorandum decision
on April 16, 2013, granting a motion for class certification in
the lawsuit captioned MARTINA SCHUMAN, on behalf of herself and
all others similarly situated, Plaintiff, v. THE CONNAUGHT GROUP,
LTD., Defendant, Case No. 12-10512 (SMB), Substantively
Consolidated, Adv. Proc. No. 12-01051 (SMB), (S.D.N.Y.).

Ms. Schuman filed the adversary proceeding on behalf of herself
and all other similarly situated persons asserting claims under
the Federal and New York State Workers Adjustment and Retraining
Notification Acts.  Ms. Schuman, along with the employment of 67
people at the Company's East 52nd Street facility and
approximately 27 employees at the Company's Long Island City
facility were terminated on January 30, 2012.  According to the
plaintiff, she did not receive at least 60 days' written notice of
termination and neither did any of the other former employees. The
plaintiff calculates that an award of 60 days' pay would come to
$6,720, not including benefits.

The Connaught Group filed Chapter 11 petitions on February 9,
2012, and the Plaintiff commenced the class adversary proceeding
five days later.  The putative class includes Connaught's former
employees "who worked at or reported to one of Defendant's
Facilities and was terminated without cause on or about January
30, 2012, and within 30 days of that date, or was terminated
without cause as the reasonably foreseeable consequence of the
mass layoffs and/or plant closings ordered by Defendant on or
about January 30, 2012."

Representatives of the Plaintiff and the Debtors agreed to stay
the adversary proceeding for 90 days to allow counsel to discuss
the financial condition of the Debtors' estates.  After the
conclusion of the stay, the parties presented a stipulation that
the Court "so ordered," setting a deadline of October 12, 2012,
for the plaintiff to file a motion to certify the class.

The Debtors confirmed a liquidating plan on October 10, 2012, two
days before the deadline for the certification motion. The
plaintiff failed to make the certification motion by the deadline,
and the failure prompted the Trust to move to dismiss the
adversary proceeding for disobeying the scheduling order. The
Court refused to dismiss the Complaint, noting that the
noncompliance with the scheduling order was solely the fault of
the Plaintiff's attorney and the attorney should bear the brunt of
any sanction.

The Plaintiff made the certification motion on December 6, 2012,
approximately seven weeks after the deadline. The Connaught Group
Creditors' Liquidating Trust, the successor to the Debtors under
their confirmed plan, opposes the motion arguing that the
Plaintiff is not an adequate class representative because she
holds, at best, a priority claim, while other members of the class
who were fired after the petition date may hold administrative
claims.

Judge Bernstein granted class certification saying that although
not challenged by the Trust, the plaintiff has satisfied the
requirements for numerosity, FED. R. CIV. P. 23(a)(1),
commonality, FED. R. CIV. P. 23(a)(2), and typicality, FED. R.
CIV. P. 23(a)(3).  He further notes that the Debtors' confirmed
plan treats administrative and priority claims in the same manner.
Consequently, the administrative and priority creditors have the
same rights to distribution, and a member of either class can
adequately represent the interests of both classes.

"[I]f I deny the class certification and extend the bar date for
the WARN Act claimants, the delay may be as great or greater than
if I grant the motion," Judge Bernstein added.

Jack A. Raisner, Esq., Rene S. Roupinian, Esq., at Outten & Golden
LLP, at 3 Park Avenue, 29th Floor, in New York, represent the
Plaintiff.

Bruce Buechler, Esq.-- bbuechler@lowenstein.com -- Shirley Dai,
Esq. -- sdai@lowenstein.com -- at Lowenstein Sandler LLP, at 1251
Avenue of the Americas, 18th Floor, in New York, represent the
Defendant.

A copy of the Bankruptcy Court's April 16, 2013 Memorandum
Decision is available at http://is.gd/5OsCqLfrom Leagle.com.

                      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.


CUI GLOBAL: Registers Additional 1.6 Million Common Shares
----------------------------------------------------------
CUI Global, Inc., filed a Form S-1 registration statement with the
U.S. Securities and Exchange Commission for the purpose of
registering 1,610,000 shares of common stock, par value $0.001 per
share.  This Registration Statement relates to the Company's
Registration Statement on Form S-1, as amended, initially filed by
the Company on March 6, 2013, and declared effective by the
Securities and Exchange Commission on April 11, 2013.  A copy of
the prospectus is available for free at http://is.gd/b8op3y

                         About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

CUI Global reported a net loss allocable to common stockholders of
$48,763 in 2011, compared with a net loss allocable to common
stockholders of $7.01 million in 2010.

As reported by the TCR on April 8, 2011, Webb & Company, in
Boynton Beach, Florida, expressed substantial doubt about CUI
Global's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss of $7,015,896, a
working capital deficiency of $675,936 and an accumulated deficit
of $73,596,738 at Dec. 31, 2010.  Webb & Company did not include a
"going cocern qualification" in its report on the Company's 2011
financial results.

The Company's balance sheet at Sept. 30, 2012, showed
$36.61 million in total assets, $11.79 million in total
liabilities and $24.82 million in total stockholders' equity.


CYPRESS OF TAMPA: Court OKs Hiring of Habif Arogeti as Accountants
------------------------------------------------------------------
Cypress of Tampa LLC and The Cypress of Tampa II LLC obtained the
U.S. Bankruptcy Court's permission to employ Habif, Arogeti &
Wynne, LLP, to provide accounting services.

The Troubled Company Reporter reported on Feb. 5, 2013, that the
firm will, among other things:

   a. prepare the limited liability company federal, state, and
      local income tax returns with supporting schedules;

   b. prepare any bookkeeping entries necessary in connection with
      preparation of the income tax returns; and

   c. prepare and post any adjusting entries.

The tasks will be completed by Alan M. Vaughn and other employees
at HA&W.  All work done on Debtors' behalf will be under Vaughn's
supervision and direction.  Mr. Vaughn is HA&W's Chief Operating
Officer and co-chair of HA&W's tax practice.  Mr. Vaughn is a CPA
with a BBA degree from Auburn University.  In addition, HA&W also
occasionally provides advisory services to the Debtors regarding,
among other things, the Debtors' financial statements and Debtors'
preparation thereof.

The current hourly standard rates at HA&W are:

   Professional            Rates
   ------------            -----
   Partner              $380 to $480
   Manager              $220 to $340
   Senior               $160 to $240
   Staff                $100 to $140

Fees in the Chapter 11 case are anticipated to be approximately
$3,400 plus expenses.

Alan M. Vaughn attested that the firm is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                      About Cypress of Tampa

The Cypress of Tampa LLC and its affiliate The Cypress of Tampa
II, LLC, own and operate a retail and office space, together with
certain outparcels, known as The Cypress located in Hillsborough
County, Florida.

They filed voluntary Chapter 11 petitions (Bankr. M.D. Fla. Case
Nos. 12-17518 and 12-17520) on Nov. 20, 2012.  Jennis & Bowen,
P.L., serves as the Debtors' counsel. Cypress of Tampa disclosed
$23,185,648 in assets and $24,172,594 in liabilities as of the
Chapter 11 filing.


D & L ENERGY: Has Interim Approval to Pay Bills
-----------------------------------------------
Brenda J. Linert, writing for Tribune Chronicle, reports that
Bankruptcy Judge Kay Woods, who oversees the Chapter 11 bankruptcy
case of D&L Energy, on Friday gave the interim go-ahead for D&L to
continue paying the bills associated with its regular business
operations.  According to the report, property owners whose
mineral rights are held by D&L Energy should not see an
interruption in the arrival of their monthly royalty checks, at
least for now.

The report notes local oil and gas attorney Alan Wenger of
Harrington, Hoppe and Mitchell on Friday pointed out that
generally, bankruptcy courts will preserve a bankrupt company's
ability to continue doing business.

"That bankrupt estate can utilize that asset as any given asset,
including selling or assigning those rights," Mr. Wenger said,
according to the report.

D&L, in the spotlight in recent years for controversies
surrounding its oilfield waste disposal business, also is the
operator of production wells and the owner of mineral rights on
more than 17,000 acres of real estate.

The report says message left seeking comment with D&L was not
returned.

D & L Energy, Inc., based in Youngstown, Ohio, filed for
Chapter 11 bankruptcy (Bankr. N.D. Ohio Case No. 13-40813) on
April 16, 2013.  Judge Kay Woods oversees the case.
Kathryn A. Belfance, Esq., at Roderick Linton Belfance, LLP,
serves as the Debtor's counsel.  Walter Haverfield, LLP, serves as
local counsel.  In its petition, D & L estimated $50 million to
$100 million in assets and $1 million to $10 million in debts.
The petition was signed by Nicholas C. Paparodis, president.


DIMMITT CORN: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Dimmitt Corn Mill LLC filed with the U.S. Bankruptcy Court for
the Northern District of Texas its schedules of assets and
liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property            $30,280,000
B. Personal Property        $20,246,044
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                   $15,219,316
E. Creditors Holding
   Unsecured Priority
   Claims                                               $68,567
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $969,507
                         --------------          --------------
TOTAL                       $50,526,044             $16,257,391

Dimmit, Texas-based Dimmitt Corn Mill, LLC, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 13-20055) in Amarillo, Texas,
on Feb. 15, 2013.  The Debtor estimated assets and debts in excess
of $10 million.  David R. Langston, Esq., at Mullin, Hoard &
Brown, in Lubbock, Texas, serves as counsel.  The petition was
signed by Richard Bell as president.  Judge Robert L. Jones
presides over the case.


EASTMAN KODAK: Sued by Ricoh for Patent Infringement
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ricoh Co. filed a patent-infringement lawsuit in
bankruptcy court against Eastman Kodak Co.  The Yokohama, Japan-
based maker of printers and scanners alleges that Kodak printers
and associated software infringe a Ricoh patent.

According to the report, Ricoh is demanding a jury trial and seeks
an injunction barring Kodak from making and selling products using
infringing technology.  Ricoh's complaint contains allegations
designed so the case can't be heard and decided by the bankruptcy
judge in New York.

Kodak's $400 million in 7% convertible notes due in 2017 last
traded on April 16 for 14.5 cents on the dollar, up from 10.5
cents on Dec. 12, according to Trace, the bond-price reporting
system of the Financial Industry Regulatory Authority.

                       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: Exclusivity Extended; May File Plan by April 30
--------------------------------------------------------------
Matthew Daneman, writing for Democrat and Chronicle, reports that
U.S. Bankruptcy Court Judge Allan Gropper approved a request by
Eastman Kodak to give it until the end of May to file a
reorganization plan.  That reorganization plan will spell out a
number of key details, including how much unsecured creditors will
get for their Kodak IOUs.

Kodak says it still plans to file a plan by the end of this month.
According to the report, Kodak spokesman Christopher Veronda said
the extra time gives the company more cushion to make revisions
and to try to gain support for the plan among its various
unsecured creditors.

As reported by the Troubled Company Reporter on April 19, 2013,
extended Kodak'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.


EDISON MISSION: Projects Two-Year Chapter 11 Reorganization
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that so Edison Mission Energy can enjoy the fruits of a
tax-sharing agreement with parent Edison International Inc., the
independent power producer is projecting a two-year sojourn in the
Chapter 11 reorganization begun in December.

According to the report, to realize the benefits of tax sharing,
EME said in a court filing this week that it will likely remain
consolidated with the parent through the end of December 2104.
Consequently, the company is seeking a 10-month expansion of the
exclusive right to propose a Chapter 11 plan.  If approved by the
U.S. Bankruptcy Court in Chicago at a May 15 hearing, the plan-
filing deadline would be pushed out to Feb. 18.

In addition to waiting for the tax refund, EME said the company
and stakeholders are analyzing if there are alternatives to the
agreement worked out before the Chapter 11 filing where ownership
would be transferred to creditors, according to the report.

The report adds that EME said it's also devoting considerable time
to studying the "best path forward" for the coal-fired power
plants facing an estimated $600 million investment to comply with
pollution abatement regulations.

                       About Edison Mission

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

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

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

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

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

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

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

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


ELITE PHARMACEUTICALS: First Shipment of Phentermine Capsules
-------------------------------------------------------------
Elite Pharmaceuticals, Inc., announced the initial shipment of
phentermine HCl capsules 15 mg and 30 mg under the License,
Manufacturing and Supply Agreement with its sales and marketing
partner, triggering a milestone payment.  Elite's sales and
marketing partner will distribute the product as part of a multi-
product distribution agreement.

Phentermine is a member of the bariatric class of drugs intended
to aid in weight loss.  For the twelve months ending Dec. 31,
2012, Adipex-P(R) 15 mg and 30 mg and its generic equivalents had
total U.S. sales of approximately $2.5 million and $5 million
respectively according to IMS Health Data.  U.S. sales of this
product are thought to be greater than the IMS data due to its
distribution through channels that are not included in IMS data.

"Elite has successfully launched another product line, this one
encompassing two dose strengths.  Management remains dedicated to
enhancing shareholder value by expanding our generic portfolio of
products, continuing the development of our abuse-resistant opioid
line of products, enhancing our intellectual property, and
strengthening the balance sheet," commented Jerry Treppel, Elite's
Chairman and CEO.

                   About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Elite Pharmaceuticals reported a net loss attributable to common
shareholders of $15.05 million for the year ended March 31, 2012,
compared with a net loss attributable to common shareholders of
$13.58 million during the prior year.

Demetrius & Company, L.L.C., in Wayne, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2012, citing significant losses
resulting in a working capital deficiency and shareholders'
deficit, which raise substantial doubt about the Company's ability
to continue as a going concern.

The Company's balance sheet at Dec. 31, 2012, showed $10.37
million in total assets, $22.72 million in total liabilities and a
$12.35 million total stockholders' deficit.


EMPRESAS OMAJEDE: Files Amended Schedules of Assets & Liabilities
-----------------------------------------------------------------
Empresas Omajede Inc. filed with the U.S. Bankruptcy Court for the
District of Puerto Rico its schedules of assets and liabilities,
disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property            $16,067,417
B. Personal Property           $651,197
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                    $3,848,982
E. Creditors Holding
   Unsecured Priority
   Claims                                              $165,285
F. Creditors Holding
Unsecured Non-priority
Claims                                                 $921,615
                         --------------          --------------
TOTAL                       $16,718,614              $4,935,883

                    About Empresas Omajede Inc.

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

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


ERBA DIAGNOSTICS: Gets NYSE MKT Listing Non-Compliance Notice
-------------------------------------------------------------
ERBA Diagnostics, Inc. on April 19 disclosed that, on April 17,
2013, the Company received a letter from NYSE MKT LLC stating that
the Exchange has determined that the Company is not in compliance
with Sections 134 and 1101 of the Exchange's Company Guide due to
the Company's failure to timely file its Annual Report on Form 10-
K for the year ended December 31, 2012 with the Securities and
Exchange Commission.  The letter also states that the Company's
failure to timely file its Annual Report on Form 10-K for the year
ended December 31, 2012 is a material violation of its listing
agreement with the Exchange and, therefore, pursuant to Section
1003(d) of the Company Guide, the Exchange is authorized to
suspend and, unless prompt corrective action is taken, remove the
Company's securities from the Exchange.

The Exchange has informed the Company that, in order to maintain
its listing on the Exchange, the Company must, by May 1, 2013,
submit a plan of compliance addressing how it intends to regain
compliance with Sections 134 and 1101 of the Company Guide by
July 16, 2013.  If the Company's Plan is accepted by the Exchange,
then the Company may be able to continue its listing during the
Plan Period, during which time it will be subject to periodic
review to determine whether it is making progress consistent with
the Plan.  If the Company's Plan is not accepted by the Exchange,
then the Company will be subject to delisting proceedings.
Furthermore, if the Plan is accepted by the Exchange, but the
Company is not in compliance with the continued listing standards
of the Company Guide by July 16, 2013, or if the Company does not
make progress consistent with the Plan during the Plan Period,
then the Exchange staff will initiate delisting proceedings as
appropriate.  The Company is working diligently to submit the Plan
by May 1, 2013 and to regain compliance with the Company Guide by
July 16, 2013.

As previously disclosed in its Notification of Late Filing on Form
12b-25 filed with the SEC on April 2, 2013, and in its Current
Report on Form 8-K filed with the SEC on April 17, 2013, the
Company has delayed filing its Annual Report on Form 10-K because
of unforeseen delays in connection with completing and filing the
Company's consolidated financial statements and the accompanying
footnotes, which include the Company's recently acquired
subsidiaries -- Drew Scientific, Inc., JAS Diagnostics, Inc. and
Drew Scientific Limited Co.  Until these matters can be resolved,
the Company will not be in a position to file its Annual Report on
Form 10-K with the SEC.  Pursuant to Rule 12b-25 under the
Securities Exchange Act of 1934, the Company received an extension
until April 16, 2013 to file its 2012 Annual Report on Form 10-K,
which extension has now expired.  The Company is working
diligently to complete and file its Annual Report on Form 10-K
with the SEC, which, as previously disclosed, the Company expects
to do on or prior to May 15, 2013.

                   About ERBA Diagnostics, Inc.

Headquartered in Miami, Florida, ERBA Diagnostics, Inc. --
http://www.erbadiagnostics.com-- is a fully integrated in vitro
diagnostics company that develops, manufactures and distributes in
the United States and internationally, proprietary diagnostic
reagents, test kits and instrumentation, primarily for autoimmune
and infectious diseases, through its legacy subsidiaries -
Diamedix Corporation (U.S.), Delta Biologicals S.r.l. (Europe) and
ImmunoVision, Inc. (U.S.) -- and through its recently acquired
subsidiaries -- Drew Scientific, Inc. (U.S.), JAS Diagnostics,
Inc. (U.S.) and Drew Scientific Limited Co. (Europe).


ESTATE FINANCIAL: Trustee Hires Susi & Gura as Special Counsel
--------------------------------------------------------------
The Chapter 11 trustee of Estate Financial, Inc., asks the U.S.
Bankruptcy Court for permission to employ Susi & Gura as special
counsel.

In order to file a Chapter 11 plan, the trustee must file and
prosecute claims objections.  The trustee will use general counsel
Pachulski, Stang, Ziehl & Jones LLP to prepare the objections and
perform legal services related thereto, and to use Rust Omni for
service and communication with claimants to the extent possible.

However, multiple appearances in Santa Barbara will likely be
required.  The Chapter 11 Trustee said Susi & Gura is familiar
with the issues in the Debtor's case and is conveniently located
near the court, creating a significant savings to the bankruptcy
estate by appearing at many, if not most, of the claims objections
hearings, and by otherwise assisting the Trustee and Pachulski if
and to the extent such efforts would create efficiencies for the
estate.  Susi & Gura would not appear on, or otherwise be involved
in, any objections the trustee may file against claims asserted by
Estate Financial Mortgage Fund, LLC, or any members of the
Official Committee of Equity Investors in that case.

Susi & Gura's hourly rates are:

   Professional                    Rates
   ------------                    -----
   Peter Susi                      $475
   Jonathan G. Gura                $375
   Legal Assistance                 $95

The firm's Peter Susi attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                    About Estate Financial

Estate Financial, Inc. -- http://www.estatefinancial.com/-- was a
license real estate brokerage firm since the later 1980's.  EFI
solicited funding for, and arranged and made, loans secured by
various real property.  EFI also was the sole manager of Estate
Financial Mortgage Fund LLC, which was organized for the purpose
of investing in and funding loans originated by EFI which were
secured by first deeds of trust encumbering commercial and real
estate located primarily in California and has been funding such
mortgage loans since 2002.

Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker on June 25, 2008 (Bankr. C.D.
Calif. Case Number 08-11457).  Estate Financial Inc. consented to
the bankruptcy filing on July 16, 2008.

Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and
William C. Beall, Esq., at Beall and Burkhardt, represented the
Debtor as counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen,
was appointed by the Court on July 23, 2008.  Robyn B. Sokol,
Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
represent the official committee of unsecured creditors as
counsel.  In its schedules, Estate Financial disclosed total
assets of $27,428,550, and total debts of $7,316,755.

On July 30, 2008, Thomas P. Jeremiassen accepted his appointment
as the chapter 11 trustee of EFI and has served as the duly
qualified and acting chapter 11 trustee of the estate.  Berkeley
Research Group, LLC, serves as its successor accountants.


EXCEL MARITIME: Bankruptcy Filing Seen by Month's End
-----------------------------------------------------
Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review,
reports that a person familiar with the matter said shipping
company Excel Maritime Carriers Ltd. is nearing a restructuring
deal with its lenders but could still have to file for Chapter 11
in the U.S.  According to DBR, a restructuring professional thinks
the company could announce a deal, and simultaneously file a
Chapter 11 petition, as soon as the end of this month.  The deal
may include an equity investment, possibly from a major current
shareholder, he said.

According to DBR, a restructuring professional said he believes
the company is "close" to hashing out a deal with lenders under
its $1.4 billion syndicated credit facility.  The company is
seeking to stretch out its debt, which is currently being extended
on a month-to-month basis.  But a negotiated bankruptcy filing
could also be in Excel's future, since the company still has
$150 million in convertible debt it needs to deal with, the
restructuring professional said.

DBR relates the restructuring professional also said Excel has
hired Skadden, Arps, Slate, Meagher & Flom LLP and Bracewell &
Giuliani LLP as its attorneys and Miller Buckfire & Co. as its
financial adviser.

Excel owns a fleet of 39 vessels.  It is based in Greece but
incorporated in Liberia.

DBR notes Matthew Abenante, a spokesman for Excel, said Wednesday
the Company declined to comment on a potential bankruptcy filing.

Excel last month said it was in "advanced restructuring
discussions" with its lenders, who had agreed to forbear from
exercising their rights in connection with certain owed principal
installments through April 30.


EXODUS COMMUNICATIONS: Chapter 15 Case Summary
----------------------------------------------
Chapter 15 Petitioner: Dr. Holger Lessing

Chapter 15 Debtor: Exodus Communications, GmbH
                   Lessing Trebing Bert
                   Hanauer Landstrasse 148 a
                   D-60314 Frankfurt am Main
                   Frankfurt
                   Germany

Chapter 15 Case No.: 13-52147

Type of Business: The Debtor is a company based in Germany that
                  provides infrastructure outsourcing services.

Chapter 15 Petition Date: April 18, 2013

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Peter M. Bransten, Esq.
                  LANDAU GOTTFRIED AND BERGER, LLP
                  1 Bush Street, #600
                  San Francisco, CA 94104
                  Tel: (415)956-1630
                  E-mail: pbransten@lgbfirm.com

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

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

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


FERRELLGAS PARTNERS: Moody's Affirms 'B1' CFR, Stable Outlook
-------------------------------------------------------------
Moody's Investors Service changed Ferrellgas Partners, L.P.'s
rating outlook to stable from negative and simultaneously affirmed
the partnership's B1 Corporate Family Rating, B1-PD Probability of
Default Rating and B3 senior unsecured notes rating.

The Speculative Grade Liquidity rating was upgraded to SGL-3
reflecting adequate liquidity. Additionally, Moody's affirmed the
B2 senior unsecured notes rating of Ferrellgas LP, which is an
operating partnership subsidiary of Ferrellgas and issues the
majority of Ferrellgas' debt, including its bank credit
facilities.

"The stable outlook reflects higher sales volumes and gross
margins driven by near-normal winter temperatures and lower
wholesale propane costs in 2013 relative to the 2012 heating
season," commented Sajjad Alam, Moody's Analyst. "Ferrellgas'
operating environment has improved and Moody's expects leverage to
remain on a declining path over the more predictable spring and
summer months as working capital debt is reduced."

Issuer: Ferrellgas Partners L.P.

Upgrades:

Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4

Outlook Actions:

Outlook, Changed To Stable from Negative

Affirmations:

Probability of Default Rating, Affirmed B1-PD

Corporate Family Rating, Affirmed B1

$182M 8.625% Senior Unsecured Regular Bond/Debenture, Affirmed B3
(LGD6, 93%)

Issuer: Ferrellgas, L.P.

Outlook Actions:

Outlook, Changed To Stable from Negative

Affirmations:

$300M 9.125% Senior Unsecured Regular Bond/Debenture, Affirmed B2
(LGD4, 58%)

$500M 6.5% Senior Unsecured Regular Bond/Debenture, Affirmed B2
(LGD4, 58%)

Ratings Rationale:

The B1 CFR reflects Ferrellgas' improving but still high financial
leverage and weak distribution coverage, the seasonal nature of
propane sales with significant dependency on cold winter months,
and the inherent risks of the Master Limited Partnership (MLP)
business model, which requires high cash distributions to unit
holders. The rating is favorably impacted by the partnership's
substantial scale and geographic diversification that facilitate
cost efficiencies in a fragmented industry, its utility-like
services that provide a base level of revenue, and a propane tank
exchange business (Blue Rhino) which generates complementary cash
flows during summer months. The B1 CFR also considers the
increasing customer conservation trends, the growing use of
natural gas as a competing source of energy, and the need to make
acquisitions to offset secularly declining volumes.

Ferrellgas' leverage, as measured by Moody's adjusted debt to
EBITDA, stood at 5.8x (Moody's added $190 million to total debt
for operating leases) at January 31, 2013, which is considered
high for the B1 CFR level. However, Moody's expects leverage to
trend towards 5x by mid-year 2013 as Ferrellgas reduces revolver
debt using free cash flow in the third and fourth fiscal quarters
(year end is June 30), which the partnership has done
historically. EBITDA returning to more normalized levels should
also improve the distribution coverage ratio (FFO - Maintenance
capex / Distributions) above1x. However, warmer than average
winter temperatures and to a lesser degree, high propane prices,
could quickly erode Ferrellgas' credit metrics as seen during
2012. Given its sensitivity to uncontrollable external factors and
its significant distribution burden (~40 million per quarter),
ample liquidity and ongoing capital market access will remain key
components for a healthy credit profile.

The SGL-3 rating captures Moody's view that the partnership will
have adequate liquidity through mid-2014. At January 31, 2013,
Ferrellgas had $12 million of cash and $178 million of borrowing
capacity on its $400 million revolving credit facility, which
expires in September 2016. The credit agreement has three
financial covenants (a minimum interest coverage ratio of 2.5x, a
maximum senior secured leverage ratio of 2.5x and a maximum
leverage ratio of 5.5x), and Moody's expects Ferrellgas to have
sufficient headroom over the next 12-15 months. The partnership
also has a $225 million accounts receivable securitization
facility (fully utilized at January 31), which it uses to fund
working capital through the winter heating months. There are
limited alternative sources of liquidity given Ferrellgas' assets
are largely encumbered.

An upgrade is unlikely in 2013 given Ferrellgas' significant
distribution burden and limited prospects for permanent debt
reduction. Moody's would look for leverage to settle below 5.0x
and distribution coverage approaching 1.1x prior to considering
any positive rating action.

A downgrade could result if liquidity becomes more restrictive or
it becomes apparent that the debt to EBITDA ratio cannot be
sustained below 6.5x.

The principal methodology used in rating Ferrellgas Partners L.P.
was the Global Midstream Energy Industry Methodology published in
December 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Ferrellgas Partners, LP is a publicly traded master limited
partnership based in Overland Park, KS. The partnership is the
second largest retail marketer of propane in the United States and
services approximately one million propane customers from
locations in all 50 states and Puerto Rico, and generated $2.0
billion in revenues in the LTM period ending January 31, 2013.


FHC HEALTH: S&P Raises Rating on $89MM 2nd-Lien Term Loan to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its
senior secured debt ratings on FHC Health Systems Inc.'s (FHC)
$89 million second-lien term loan to 'B' from 'CCC+' and revised
its recovery rating on FHC's $89 million second-lien term loan
to'4' from '6'.  At the same time, S&P affirmed its 'B'
counterparty credit rating on FHC with a stable outlook.  The
'BB-' senior secured debt rating and '1' recovery rating on the
company's $175 million first-lien term loan remains unchanged.

The rating upgrade on FHC's second-lien term loan and revolving
credit facility resulted from S&P's updated recovery analysis,
which indicated an upgrade in the recovery rating to '4'
(indicating S&P's expectations for a 30% to 50% nominal recovery
in a default scenario) from '6' (0% to 10% nominal recovery
expectation).

"We have revised the recovery rating because the balance
outstanding on the first-lien term loan has declined by
$23.5 million to $24.9 million at year-end 2012 from $47.5 million
in 2011," said Standard & Poor's credit analyst Neal Freedman,
"thereby boosting our recovery expectation on the second-lien term
loan to 30% to 50%, reflected in a '4' recovery rating."

The counterparty credit rating on FHC reflects the company's
established business presence, focused operational skills in
managing behavioral health care, adequate cash flow, and
stabilized, though diminished, earnings profile.  Partly
mitigating these financial and business strengths are the
company's weak balance-sheet characteristics and its high client
concentration.

"The stable outlook reflects our expectations that FHC will
continue to reduce debt in 2013 while maintaining stable
earnings," Mr. Freedman continued.  "We expect the company to have
debt leverage, including operating lease obligations, of 55% to
65%, debt to EBITDA of about 1.5x, and EBITDA interest coverage of
5.2x to 5.4x (4.0x to 4.4x including imputed interest on operating
leases), which S&P regards as conservative for the rating.  Based
on FHC's track record of meeting or exceeding expectations, S&P
believes that the company will generate sufficient cash flow to
provide a moderate cushion in the first half of 2013 and a
significant cushion in the second half of the year."


FIRST SECURITY: Completes Strategic Recapitalization
----------------------------------------------------
First Security Group, Inc., the bank holding company for FSGBank,
N.A., completed its previously announced recapitalization,
including the restructuring of its TARP CPP preferred stock.  On
April 11, 2013, the Company issued approximately 9.9 million
shares of the Company's common stock to the U.S. Treasury for full
satisfaction of the Treasury's TARP CPP investment in the Company.
The Treasury immediately sold the common stock to institutional
and other accredited investors previously identified by the
Company at $1.50 per share.  On April 12, 2013, the Company issued
an additional approximately 50.8 million shares of common stock at
$1.50 per share to institutional and other accredited investors.
In aggregate, investors purchased 60,735,000 shares for $91.1
million.  The Recapitalization was previously announced on
Feb. 26, 2013.

"We extend our appreciation to our new shareholders in having the
confidence to invest in our markets, our Company and most
importantly, our people," said Michael Kramer, president and chief
executive officer of First Security.  "With the Recapitalization
complete, our full attention can be directed to further improving
and growing our banking franchise."

On April 12, 2013, the Company downstreamed approximately $65
million in capital to FSGBank in order to improve FSGBank's
regulatory capital ratios and to support future balance sheet
growth.  The combined effects of the additional capital and the
previously announced and completed loan sale are expected to
result in an improved risk profile, enhanced profitability and
compliance with most, but not all, aspects of the regulatory
orders of the Company and FSGBank.

"When building our management team, we focused on their individual
and collective abilities to develop and communicate a successful
business strategy to new investors and then to implement that
strategy," said Larry Mauldin, Chairman of the Board of the
Company.  "They have exceeded our expectations on the capital
raise and now we can continue our efforts to grow FSGBank and
serve our communities."

Sandler O'Neill + Partners, L.P., and Raymond James Financial,
Inc., acted as financial advisors and placement agents for First
Security Group, Inc., in connection with the offering.  Bryan Cave
LLP acted as legal counsel to First Security Group, Inc in
connection with the Recapitalization.  Sandler O'Neill Mortgage
Finance, L.P., an affiliate of Sandler O'Neill + Partners, L.P.,
acted as exclusive financial advisor to First Security Group, Inc.
in connection with the loan sale.

Meanwhile, the Board of Directors elected Mr. William F. Grant,
III, and Mr. Robert R. Lane to continue serving on the Board of
the Directors of the Company, notwithstanding the exchange of the
TARP Preferred Stock and the TARP Warrant.

                     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.


FREESCALE SEMICONDUCTOR: Fitch Affirms 'CCC' Issuer Default Rating
------------------------------------------------------------------
Fitch Ratings has affirmed Freescale Semiconductor, Inc.'s long-
term Issuer Default Rating (IDR) at 'CCC'. The Rating Outlook is
Stable. Fitch's actions affect approximately $6.8 billion of total
debt, including the currently undrawn RCF.

RATING DRIVERS

The ratings and Outlook reflect Freescale's weak free cash flow
(FCF) and revenue growth. Cumulative free cash flow (FCF) since
being taken private six years ago has been minimal after stripping
out non-recurring cash flows. Additionally, Fitch estimates
revenues (excluding cellular handset sales) have declined in the
low single digits from pre-recession levels.

Fitch calculates 2012 FCF was $58 million, after backing out $96
million of non-recurring cash flows from business interruption and
inventory insurance recoveries. 2012 FCF also benefited from $86
million of deferred intellectual property (IP) revenue. IP
licensing is part of Freescale's revenue growth acceleration
strategy but cash flows should be volatile and non-recurring.

Higher profitability from restructuring and healthier inventory
levels should strengthen FCF. Freescale's manufacturing facility
closures related to 2008-2009 restructuring initiatives will
reduce costs by $120 million once fully realized. The company's
2012 focus product group reorganization will yield an additional
$35 million to $40 million of annual cost savings.

Utilization rates should increase from the low 70s and, in
conjunction with meaningful operating leverage, should drive
operating profit margin expansion. Distribution inventory returned
to within a normal 9-10 week range by the end of 2012 after
Freescale lowered factory loadings during the year to reduce
excess inventory levels.

As a result, Fitch believes operating EBITDA will exceed 22% by
2014 versus a Fitch estimated 19.4% for 2012. This assumes low-
single digit revenue growth over at least the next two years.
Within this context, Fitch expects more than $100 million of
annual FCF over the next few years.

Fitch's expectation for low single digit near-term organic revenue
growth is driven by a cautious overall semiconductor demand
environment. Book-to-bill is greater than 1 time (x) exiting 2012,
following six consecutive quarters of negative year-over-year
revenue growth.

Automotive demand should be offset by cautious industrial demand.
U.S. auto production increasing to 15 million units in 2013 from
14.5 million units in 2012 and increasing electronics content per
vehicle will drive automotive strength. Demand in the U.S. is
being tempered by weakness in Europe, while automotive unit growth
in China, to which Freescale is less exposed, also will be
positive.

Over the longer term, Fitch expects low-single digit mid-cycle
revenue growth. Freescale's reorganization intends to accelerate
revenue growth by shifting sales resources to faster growing China
and India and increasing analog and sensors and radio frequency
penetration in industrial, consumer and medical markets.

Credit protection measures should remain highly cyclical. Fitch
estimates total leverage (total debt to operating EBITDA) for 2012
was approximately 8.3 x, compared with 6.0x for 2011. Interest
coverage (operating EBITDA to gross interest expense) was
approximately 1.5x for 2012, down from 1.9x for 2011.

RATINGS SENSITIVITIES

Debt reduction from free cash flow resulting in total leverage
approaching 5.5x could result in positive rating actions. This
will require the reversal of negative revenue growth trends.

Conversely, negative rating actions could occur if Freescale uses
significant free cash flow over a multi-year period. Fitch
believes this would be the result of a weakened competitive
position, due to lost market share or product commoditization.

The ratings are supported by Freescale's:

-- Leading share positions in microcontrollers and embedded
   processing markets, particularly automotive. These markets are
   characterized by longer product lifecycles;

-- Increasing electronics penetration in automobiles and
   industrial and medical applications, as well as consumer
   electronics growth and solid long-term networking
   infrastructure investment requirements over the longer term;

-- Low capital intensity from the company's 'asset-light'
   manufacturing strategy.

Ratings concerns center on Freescale's:

-- Revenue growth challenges, given a combination of difficulty
   displacing incumbent embedded suppliers, macroeconomic
   headwinds, and structurally lower revenues from the wind down
   of the company's cellular business over the past several years;

-- Limited ability to organically reduce debt, given minimal FCF
   in recent years;

-- Significant debt levels and interest expense.

Fitch believes Freescale's liquidity was sufficient as of Dec. 31,
2012 and consisted of: i) approximately $711 million of cash and
equivalents, $148 million of which was held in the U.S.; and ii)
approximately $408 million (net of $17 million of letters of
credit) of remaining availability under the $425 million senior
secured RCF due July 1, 2016.

Pro forma for Freescale's March 2013 term loan refinancing
transaction, total debt was approximately $6.4 billion as of
Dec. 31, 2012 and consisted of:

-- $350 million of senior secured term loans due 2016;

-- $2.4 billion of senior secured term loans due 2020;

-- $2 billion of senior secured notes due 2018;

-- $155 million of senior unsecured notes due 2014;

-- $1.2 billion of senior unsecured notes due 2020;

-- $264 million of senior subordinated notes due 2016.

The $2.4 billion term loan maturing in 2020 could be accelerated
should Freescale fail to meet a Sept. 2017 leverage test and
reduce outstanding senior secured notes due 2018 to $500 million
or less by Dec. 1, 2017.

The March 2013 $2.74 billion term loan facility consists of a $350
million term loan that will mature in December 2016 and a $2.39
billion term loan that will mature in March 2020. Proceeds from
the new facility extended approximately $1.9 billion of debt
maturities from 2016 to 2020, reducing debt maturities over the
next five years to approximately $770 million.

The Recovery Ratings (RR) for Freescale reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
belief that Freescale's enterprise value, and hence recovery rates
for its creditors, will be maximized as a going concern rather
than liquidation scenario.

In deriving a distressed enterprise value, Fitch assumes post-
reorganization operating EBITDA of $725 million. Fitch applies a
5x distressed EBITDA multiple to reach a reorganization enterprise
value of approximately $3.6 billion.

As is standard with Fitch's recovery analysis, the revolver is
assumed to be fully drawn and cash balances fully depleted to
reflect a stress event. After reducing the amount available in
reorganization for administrative claims by 10%, Fitch estimates
the senior secured debt would recover 51% - 70%, equating to 'RR3'
Recovery Ratings.

The senior unsecured and senior subordinated debt tranches would
recover 0% - 10%, equating to 'RR6' Recovery Ratings and reflect
Fitch's belief that minimal if any value would be available for
unsecured noteholders.

Fitch affirms Freescale's ratings as follows:

-- IDR 'CCC';
-- Senior secured bank revolving credit facility (RCF)
   at 'CCC+/RR3';
-- Senior secured term loans at 'CCC+/RR3';
-- Senior secured notes at 'CCC+/RR3';
-- Senior unsecured notes at 'CC/RR6';
-- Senior subordinated notes at 'CC/RR6'.


GIM CHANNELVIEW: $420-Mil. Debt Facilities Get Moody's Ba3 Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to GIM Channelview
Cogeneration, LLC's $420 million in senior secured credit
facilities. The facilities consist of a $375 million 7-year senior
secured term loan due 2020 and a $45 million 5-year senior secured
revolving credit facility due 2018. The outlook is stable.
Proceeds will be used to repay existing indebtedness of the
Borrower, to pay related transaction fees, costs and expenses and
to pay a sizeable dividend to shareholders.

Channelview owns a 818 megawatts (MW) power (before planned
turbine upgrades) and approximately 1.7 MM lb/hr steam natural-gas
fired combined cycle cogeneration plant located in the Houston
zone of ERCOT. Channelview in turn is owned by Global
Infrastructure Partners (90%), an independent fund manager
specializing in infrastructure investments, and Fortistar (10%),
an owner of a portfolio of power plants.

Ratings Rationale:

The Ba3 rating reflects the contracted nature of a meaningful
portion of the Project's expected cash flow (all of which have
contractual arrangements with investment grade counterparty
families), the importance of the facility to Equistar Chemicals,
LP (Equistar), a subsidiary of LyondellBasell Industries, N.V.
(Lyondell: Baa3 stable), one of the world's largest independent
petrochemicals companies, and the cost competitiveness of the
Project relative to other combined cycled natural gas-fired plants
(CCGTs) in ERCOT. These benefits are balanced against the very
high leverage that will surface at financial close following the
payment of the approximate $250 million dividend to shareholders
resulting in credit metrics consistent with a "B" rating category
under various scenarios evaluated by Moody's.

Channelview is the sole provider of steam under a long-term Steam
Supply Agreement to a key petrochemical facility of Equistar.
Channelview also provides 293 MWs of power to Equistar under an
Energy Supply Agreement (ESA) that expires in August 2018 under
which Channelview receives an energy payment and a capacity
payment, both of which Moody's believes are below-market. Moody's
understands that the Equistar facility remains a key holding of
Lyondell as it represents the largest of Lyondell's ethylene
facilities and is integrated with Lyondell's sizeable Gulf Coast
refinery and downstream petrochemical operations.

In addition to the Equistar arrangement, Channelview has various
medium and short-term power contracts and hedges with Shell Energy
North America (US), L.P. (A2 stable) and EDF Trading North
America, LLC, a subsidiary of EDF Trading Limited (A3 negative).
Moody's understands that Channelview's hedging strategy generally
results in about 70% of the prompt year's gross margin being
hedged and around 50% of its gross margin over three-year
prospective period being hedged. Together these contracts provide
a degree of predictability and stability to the Project cash
flows.

The remainder of the cash flow is unhedged, with power and
ancillary services sold into the ERCOT market on a merchant basis.
While this creates the potential for year-over-year cash flow
volatility, a rating concern, this risk is mitigated by the very
competitive heat rate historically demonstrated at the Project. As
a combined cycle cogeneration facility, Channelview's historical
adjusted heat rate of around 6,100 Btu/Kwh benefits from the plant
being able to generate and sell steam to its host off-taker. Given
the fact Channelview operates at an approximately 14% lower
operating heat rate than new CCGTs and that market heat rates in
this region of ERCOT have exceeded 10,000 Btu/Kwh in the recent
past, Moody's believes Channelview will remain well-positioned to
operate as a pure merchant play. Moreover, Channelview's ability
to maintain an adjusted heat rate near its historical average of
6,100 Btu/Kwh makes the plant a desirable resource for Shell and
EDF as existing hedges expire, for potential new hedge
counterparties (if pursued), and most importantly, for Equistar,
particularly as it approaches the expiry of its ESA in 2018.

The rating also considers the high leverage associated with this
financing, which results in debt service coverage metrics and
leverage metrics in the B category under the Moody's Base Case
using the published Power Generation Project Methodology (updated
December 2012) . GIM Channelview has a mandatory 1% annual
principal amortization, but most deleveraging comes via a cash
flow sweep of up to 100% of the excess cash flow to meet a Target
Debt Balance. This could increase the potential for refinancing
risk if the cash flows and deleveraging do not materialize as
expected.

The credit facilities will be secured by a first priority lien on
all assets and capital stock of the Borrower. Moody's believes
that the collateral package provides strong coverage for
investors, even at financial close as the ratio of Debt per KW, as
Moody's calculates it, is expected to be $438/KW (assumes capacity
of 856 MW), which compares favorably to other recent transactions
involving CCGT's in Texas particularly when one factors in the
competitive benefits of Channelview's lower adjusted heat rate
relative to these units. That being said, any incremental value
ascribed to Channelview for its attractive adjusted heat rate is
highly dependent on its continuing importance to Equistar and
Lyondell as a provider of steam for ethylene production.

The stable outlook incorporates the contracted nature of the cash
flows and Moody's belief that the plant will continue to operate
in a way that is consistent with its strong operating history
since commercial operation in 2002. The stable outlook also
considers the improving fundamentals for power sales in the ERCOT
market as a result of growing demand and declining reserve
margins.

The rating is currently well placed and has limited prospects for
a rating upgrade in the near term. Over the longer term, positive
trends that could lead to an upgrade include greater than expected
debt repayment, or stronger than expected cash flow, resulting in
credit metrics achieving the 'Ba' category under Moody's
methodology.

The rating or the outlook could face downward pressure should the
key contractual off-takers face credit deterioration; Channelview
fails to replace or renew contracts and hedges when they mature
such that more of the cash flows are unhedged going forward;
financial performance and deleveraging ends up being substantially
lower than Moody's expectations; and operating difficulties
(including a significant steam outage) surface that result in a
meaningful reduction in cash flow available for debt service.

The principal methodology used in this rating was Power Generation
Projects published in December 2012.

GIM Channelview Cogeneration, LLC owns a 818MW power and approx.
1.7 MM lb/hr steam natural-gas fired combined cycle cogeneration
plant located in the Houston zone of ERCOT. GIM Channelview is 90%
owned by Global Infrastructure Partners and 10% owned by
Fortistar.


GLEN ROCK: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Glen Rock Building Supply, Inc.
        aka Glen Rock Lumber
        P.O. Box 2545
        Fair Lawn, NJ 07410

Bankruptcy Case No.: 13-17918

Chapter 11 Petition Date: April 14, 2013

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Timothy P. Neumann, Esq.
                  BROEGE, NEUMANN, FISCHER & SHAVER
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  Fax: (732) 223-2416
                  E-mail: tneumann@bnfsbankruptcy.com

Scheduled Assets: $2,262,733

Scheduled Liabilities: $5,196,925

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/njb13-17918.pdf

The petition was signed by Stephen R. Leone, president.


GLOBAL AVIATION: Teamsters Call for Costly Executive Search Halt
----------------------------------------------------------------
The International Brotherhood of Teamsters, which represents
approximately 340 pilots and flight attendants for Global
Aviation's two airlines World Airways and North American Airlines,
are calling on the company's board of directors to take swift and
decisive action in selecting a chief executive officer with a
proven track record of turning an airline around.

Global Aviation emerged from bankruptcy Feb. 13, 2013 after pilots
and flight attendants made significant sacrifices to save what had
been the biggest charter-flight company for the U.S. military.

Since then, Global's CEO Robert Binns -- who pocketed a seven-
figure "retention payment" shortly after Global emerged from
bankruptcy -- abruptly quit.  The current interim CEO, Charles
McDonald, President of Global Aero Logistics, is part of the past
management team that brought this company from financial solvency
in 2007 to bankruptcy in 2012.

Previously McDonald was teamed up with Robert Binns at the now
defunct Transmeridian Airlines and with the current chief
financial officer, Bill Garrett, who served Gemini Air Cargo and
Vanguard Airlines -- both companies that have since ceased
operations.  The company also brought aboard a new chief operating
officer and director of operations for World Airways; both come
from ASTAR Air Cargo which shuttered operations in June 2012.

Not surprisingly, amid this chaos, the company has lost yet
another important customer and has failed to attract any new long
term customers since emerging from bankruptcy.  Management has
also failed to honor and abide by the terms of its labor
agreements, further undermining the interests of pilots and flight
attendants -- key stakeholders in the company.  The Teamsters
Union filed suit today in federal court to enjoin the company from
further abuses.

"Global's employees accepted significant concessions to help the
company emerge from bankruptcy including a nearly 27 percent
reduction in wages and far more flexible work rules in exchange
for an equity stake," said Captain David Bourne, Director of the
Teamsters Airline Division.  "Global's management team has no
excuses to not follow the contract that they agreed to. Instead
the pilot group finds itself with a record number of grievances
and an apathetic Flight Operations team and flight attendants face
a very uncertain future."

Through their ownership equity stake, employees appointed an
airline executive with a successful record of navigating airlines
through and out of bankruptcy to serve on our board of directors.

"There is no time for a prolonged, costly executive search,"
Mr. Bourne said.  "What this company needs is a new CEO that has a
proven track record of successfully turning around airlines;
bringing companies out of bankruptcy and working cooperatively
with front line employees to bring stability and profitability to
the company, its investors and stakeholders.

"Global's mismanagement is alienating the largest single
stakeholder of the company -- labor.  Our members are devastated
to see their company squander opportunities created by our new
competitive and flexible working agreement.  We want to see the
company thrive. Management must honor its obligations to employees
and aggressively pursue new business."

The Teamsters Airline Division -- http://www.teamster.org--
represents about 80,000 workers in all segments of commercial
aviation, including pilots and flight attendants.  The
International Brotherhood of Teamsters was founded in 1903 and
represents more than 1.4 million hardworking men and women in the
United States, Canada and Puerto Rico.


GMX RESOURCES: Has Interim Access to $20 Million DIP Loan
---------------------------------------------------------
The Bankruptcy Court, on April 3, 2013, entered an interim order
authorizing GMX Resources Inc. to enter into a Superpriority
Debtor in Possession Credit and Guaranty Agreement, dated as of
April 4, 2013, among the Debtor, as Borrower, Diamond Blue
Drilling Co. and Endeavor Pipeline Inc., as Guarantors, the
lenders party thereto, including the GSO Funds, as lenders, and
Cantor Fitzgerald Securities, as DIP Agent.

Pursuant to the terms of the DIP Facility, the lenders agreed, if
approved by the Court, to lend up to $50,000,000 in term loans.
The Interim Order authorizes the Debtor on an interim basis to
borrow loans up to the principal amount of $20 million, including,
if required, to have letters of credit issued in the aggregate
face amount not to exceed $1 million.  All of those borrowings are
required to be used by the debtors as expressly permitted under
the DIP Facility and related documents.

The proceeds of the Funding Amount, subject to the Initial Budget
and the Approved 13-Week Budget, will be used to pay the fees,
costs and expenses incurred by the Debtor in the administration of
bankruptcy proceeding related to the Debtor, to provide for
working capital, professional expenses and other general corporate
purposes, subject to approval by the lenders, which may include
the orderly sale of the Debtor's assets pursuant to Section 363 of
the Bankruptcy Code.

The DIP Facility contains certain events of default, the
occurrence of which will permit the DIP Agent and the lenders to
exercise certain remedies, including without limitation
acceleration of the loans, termination of the commitments to
extend credit thereunder and realization upon the collateral.  As
security for the performance of the obligations of the Debtor
under the DIP Facility and the related loan documents, the DIP
Agent, for the benefit of itself and the other lenders, has been
granted security interest in and lien on substantially all of the
Issuer's assets, having the priority and subject to the terms and
conditions set forth in the DIP Facility and the Court's orders.

                        About GMX Resources

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

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

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

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

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


GREGORY WOOD: Bankruptcy Administrator Unable to Appoint Panel
--------------------------------------------------------------
The Bankruptcy Administrator in the Chapter 11 case of Gregory
Wood Products, Inc., was unable to appoint a Committee of
Creditors because none of the 20 largest unsecured creditors have
accepted appointment.

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.


GROVES IN LINCOLN: Senior Living Facility Has June 12 Auction
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Groves independent-living facility in Lincoln,
Massachusetts, will be the subject of an auction in bankruptcy
court on June 12 to determine if the best offer to buy the
facility is the pre-bankruptcy agreement from an affiliate of
Benchmark Assisted Living LLC worth as much as $35 million.

Under sale procedures the judge approved Thursday, competing
offers are due June 3.  If there is a higher bid, the June 12
auction will be held in the courtroom.  The hearing for approval
of the sale will take place immediately after the auction.

Wellesley, Massachusetts-based Benchmark will pay $30 million cash
plus another $5 million if approval is given to build an assisted-
living facility on the campus.

At the outset of the bankruptcy, the company said the sale should
result in a 51% recovery on $88.4 million in Massachusetts
Development Finance Agency bonds sold in 2009 to finance the
project.  Together with reserve funds, bondholders are expected to
receive $45.3 million from the sale.

                      About Groves in Lincoln

The Groves in Lincoln Inc., along with affiliate The Apartments of
the Grove Inc., sought Chapter 11 protection (Bankr. D. Mass. Case
No. 13-11329) in Boston on March 11, 2013.  David C. Turner signed
the petition as president and CEO.

Groves is a Massachusetts not-for-profit corporation organized in
2006 for the purpose of developing and operating a senior
independent living facility in Lincoln, Massachusetts to be known
as The Groves in Lincoln.  This facility now consists of 168
independent living units on a 34-acre campus with a mix of
apartments, cottages, and related common areas including community
center, dining rooms, lounges, barbershop/beauty salon, library,
fitness center and pool.  Groves has 26 full-time employees and 22
part-time employees as of the bankruptcy filing.

The Debtors tapped Murtha Cullina LLP as counsel, Verdolino &
Lowey, P.C. as accountants and financial advisors, and RBC Capital
Markets LLC as investment banker.


HAMPTON ROADS: To Sell $50 Million Worth of Securities
------------------------------------------------------
Hampton Roads Bankshares, Inc., filed a Form S-3 registration
statement with the U.S. Securities and Exchange Commission
relating to the offering of any of the Company's preferred stock,
common stock, warrants, stock purchase contracts, and units for an
aggregate offering price of $50 million.  The Company will provide
the specific terms for securities to be offered in one or more
prospectus supplements.

The Company's Common Stock is listed on the NASDAQ Global Select
Market under the symbol "HMPR."  The aggregate market value of the
Company's outstanding common equity held by non-affiliates on
April 10, 2013, was $43,993,975 based on 170,265,150 shares of
common stock outstanding, of which 34,103,857 shares were held by
non-affiliates, and a closing price of the Company's Common Stock
on the NASDAQ Global Select Market on that date of $1.29 per
share.   Other than the Common Stock, the Company does not have
any securities listed on the NASDAQ Stock Market or any other
stock exchange.

A copy of the prospectus is available for free at:

                        http://is.gd/SRFiy0

                  About Hampton Roads Bankshares

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

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

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

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

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


HANDY HARDWARE: Gets Final OK to Incur Postpetition Financing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware in February
signed a stipulation and agreed final order (i) authorizing Handy
Hardware Wholesale, Inc., to:

   a) obtain postpetition financing on a superpriority secured
from Wells Fargo Bank, National Association of up to the aggregate
principal amount of $30,000,000, inclusive of the amount of all
prepetition indebtedness owed by the Debtor to Wells Fargo, of
which the Debtor may draw up to $22 million; and

   b) use cash collateral.

As reported in the Troubled Company Reporter on Jan. 17, 2013, the
Debtor's prepetition secured debt is held by Wells Fargo, which is
owed $14.6 million, as well as Capital One, North America, which
is owed $26 million.

In its motion seeking approval of the financing, the Debtor said
the DIP Credit Facility allows the Debtor to draw in amount not to
exceed the maximum revolver amount of, after final approval of the
financing, $30 million inclusive of prepetition debt owed to Wells
Fargo.  The DIP facility will mature 180 days from the Petition
Date.  But failure to meet these milestones will constitute events
of default:

   -- failure of the Debtor to file a plan of reorganization on or
      before 60 days following the Petition Date;

   -- failure to commence a hearing on the Disclosure Statement on
      or before 90 days following the Petition Date;

   -- failure to commence a hearing on the confirmation of the
      plan on or before 120 days following the Petition Date; and

   -- failure to confirm the Plan on or before 175 days following
      the Petition Date, and have the Plan go effective on or
      before 180 days following the Petition Date.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender replacement
liens upon all collateral of the Debtor's estate, a superpriority
administrative expense claim status, subject to carve out on
certain expenses.

                       About Handy Hardware

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

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

Bankruptcy Judge Mary F. Walrath oversees the case.  Lawyers at
Ashby & Geddes, P.A., serve as the Debtor's counsel.  MCA
Financial serves as financial advisor.  Donlin Recano serves as
claims and noticing agent.  The Debtor disclosed $79,169,106 in
assets and $77,605,085 plus an unknown in liabilities as of the
Chapter 11 filing.

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


HARDAGE HOTELS: Will Present Plan for Confirmation on May 2
-----------------------------------------------------------
On March 6, 2013, the Bankruptcy Court approved the adequacy of
the Disclosure Statement for Hardage Hotels I, LLC's Second
Amended Plan of Reorganization dated Feb. 15, 2013.

All ballots must be delivered to the voting agent so as to be
received no later than 5:00 p.m. on April 22, 2013.

The Confirmation Hearing will be held at 10:30 a.m. on May 2,
2013.  Any objections to confirmation of the Plan will be filed so
as to be actually received no later than 5:00 p.m. on April 22,
2013.

The Debtor will have until April 29, 2013, to file its brief or
responsive pleadings addressing any objections to confirmation of
the Plan.

According to the Disclosure Statement, on the Effective Date, the
secured claim of Security Bank of Kansas City (Class 1) will be
fully and finally allowed in the amounts set forth in Claim No. 64
filed by SBKC and in accordance with the SBKC Loan Modification
Agreement and SBKC will retain its liens on the Kansas City Hotel,
Newark Hotel and Overland Park Hotel, under existing loan and
security agreements.  Pursuant to the SBKC Loan Modification
Agreement, the principal balance of the SBKC Secured Claim (other
than the Tax Loan) will be amortized based upon a twenty (20) year
amortization schedule.  On the Maturity Date (as such term is
defined in the SBKC Loan Modification Agreement), all principal,
interest and other charges will be due and payable in full.

The Tax Loan will mature on March 31, 2014, and all other terms of
the Tax Loan will remain unchanged from the treatment set forth in
the May 2011 Modification except the rate of interest will be 6%
per annum.  SBKC will enter into a that Senior Intercreditor
Agreement with OneWest Bank FSB.

On the Effective Date, the OneWest Bank FSB Secured Claim (Class
3) will be fully and finally allowed in the approximate amount of
$21,000,000.  OneWest will receive the treatment provided by the
OWB Restructured Loan Documents and will be vested with, and/or
retain, all of the legal, equitable, and contractual rights set
forth in the OWB Restructured Loan Documents.  The Hardage Suite
Loan Documents, the Woodfin Loan Documents, and the Original
Guaranties will be cancelled pursuant to the terms of the OWB
Restructured Loan Documents.  In addition, concurrently with the
closing of the sale of the Clive Hotel pursuant to the Clive Asset
Purchase Agreement or other Third Party Sale of the Clive Hotel,
the Debtor and/or the Reorganized Debtor will pay to OneWest in
immediately available funds through the escrow established for
such sale an amount equal to 50% of the Net Proceeds derived from
such sale and otherwise in accordance with the terms and
conditions set forth in Section 8.03 of the OWB Restructured Loan
Agreement.

Each Holder of an Allowed General Unsecured Claim (Class 4) will,
in full and final satisfaction of such Allowed General Unsecured
Claim, be paid in Cash, in full, on the later of: (i) the
Effective Date; and (ii) if such General Unsecured Claim is not
Allowed due to an objection, and is Allowed after the Effective
Date, the date upon which there is a Final Order allowing such
Unsecured Claim.

Membership Interests (Class 8) in the Debtor are Unimpaired.  HSH
I, Inc., a Delaware corporation, and HARDAGE HOTELS, LLC, a
Delaware limited liability company, will retain their Membership
Interests in the Reorganized Debtor in exchange for the
contribution of $1,191,559.00 in cash to be distributed as set
forth in Section 8.04 of the Plan on or before the Effective Date.

A copy of the Disclosure Statement (Solicitation Version) is
available at http://bankrupt.com/misc/hardagehotels.doc339.pdf

                       About Hardage Hotels

Hardage Hotels I, LLC, filed for Chapter 11 bankruptcy (Bankr.
W.D. Tex. Case No. 12-30443) on March 6, 2012.  The petition was
signed by Samuel A. Hardage, president.  Hardage is a Delaware
limited liability company formed in 1995 and is headquartered in
San Diego, California.  The Debtor owns and operates seven hotels
in seven states under the brand name of ?Chase Suites?.  The
hotels are located in El Paso, Texas; Overland Park, Kansas;
Newark, California; Kansas City, Missouri; Clive, Iowa; Lincoln,
Nebraska; and Dublin, Ohio.

The Debtor is a borrower under several different secured credit
facilities and, as of the Petition Date, has total outstanding
secured debt in the aggregate amount of $43,658,895.81, plus
accrued interest thereon.

Beginning in 2010, the Debtor began negotiations with OneWest Bank
FSB, seeking to restructure the OneWest Secured Claim.  Ultimately
the negotiations broke down, and on Jan. 13, 2012, OneWest posted
a notice of foreclosure sale for the El Paso Hotel.  The
foreclosure sale was scheduled to take place on March 6, 2012.  On
March 6, 2012, the Debtor commenced the Bankruptcy Case.

Judge H. Christopher Mott presides over the Chapter 11 case.  The
Debtor has tapped Haynes and Boone LLP as attorneys, and
Transitional Finance Partners as its financial advisor.

In its schedules, the Debtor disclosed $39,203,540 in total assets
and $31,119,611 in total liabilities.

Brinkman Portillo Ronk, PC, serves as counsel to the Official
Committee of Unsecured Creditors.

No trustee or examiner has been requested or appointed in the
Chapter 11 case.


HOSTESS BRANDS: Gets Court OK to Change Name After Sale Closing
---------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized Hostess Brands, Inc., et
al., to change their corporate names and the caption of their
Chapter 11 cases upon and in connection with the closing of the
sale of their assets.

Pursuant to the Purchase Agreement, after closing, the Debtors are
required to promptly discontinue the use of all purchased
trademarks, including "Hostess."

                       About Hostess Brands

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

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

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

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

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

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

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

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

Hostess has received court approval for sales raising about $800
million. Apollo Global Management LLC and C. Dean Metropoulos &
Co. are buying the snack cake business for $410 million. Flowers
Foods Inc. is taking most of the bread business, including the
Wonder bread brand for $360 million.  Neither of the sales
attracted competitive bidding.  After an auction with competitive
bidding, Mexican baker Grupo Bimbo SAB was given a green light to
buy the Beefsteak rye bread business for $31.9 million.


HOSTESS BRANDS: Agrees with Lenders to Modify Financing Orders
--------------------------------------------------------------
Hostess Brands, Inc., and its debtor affiliates; Silver Point
Finance, LLC, in its capacities as the administrative and
collateral agent under the DIP Facility, the administrative and
collateral agent under the Credit and Guaranty Agreement, the
administrative and collateral agent under the Third Lien Credit
and Guaranty Agreement; and The Bank of New York Mellon Trust
Company, N.A., as trustee and collateral trustee under the
indenture, ask the U.S. Bankruptcy Court for the Southern District
of New York to approve a stipulation modifying the final orders
authorizing the Debtors' access to financing.

The stipulation establishes certain protocols and procedures with
respect to the Final Orders following the repayment in full of the
ABL Prepetition Indebtedness and the DIP Obligations.  The Debtors
and the DIP Agent have negotiated and prepared a payoff letter.

A full-text copy of the stipulation is available for free at
http://bankrupt.com/misc/HOSTESSdipstip0415.pdf

                       About Hostess Brands

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

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

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

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

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

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

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

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

Hostess has received court approval for sales raising about $800
million. Apollo Global Management LLC and C. Dean Metropoulos &
Co. are buying the snack cake business for $410 million. Flowers
Foods Inc. is taking most of the bread business, including the
Wonder bread brand for $360 million.  Neither of the sales
attracted competitive bidding.  After an auction with competitive
bidding, Mexican baker Grupo Bimbo SAB was given a green light to
buy the Beefsteak rye bread business for $31.9 million.


IMMUCOR INC: Moody's Lowers Rating on $400MM Notes to 'Caa2'
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Immucor, Inc.
including the Corporate Family Rating to B3 from B2 and the
Probability of Default Rating to B3-PD from B2-PD. Moody's also
lowered the ratings on the senior secured credit facilities to B1
from Ba3 and $400 million senior unsecured notes to Caa2 from
Caa1. Immucor's Speculative Grade Liquidity rating of SGL-2 was
affirmed. The rating outlook is stable. The rating actions
conclude the review for downgrade that was initiated on
January 7, 2013.

The following ratings were downgraded:

Corporate Family Rating to B3 from B2

Probability of Default Rating to B3-PD from B2-PD

$657 million Term Loan B due 2018 to B1 (LGD3, 30%) from Ba3
(LGD2, 29%)

$100 million Revolver due 2017 to B1 (LGD3, 30%) from Ba3 (LGD2,
29%)

$400 million Senior Unsecured Notes due 2019 to Caa2 (LGD5, 85%)
from Caa1 (LGD5, 84%)

Rating affirmed:

Speculative Grade Liquidity rating of SGL-2

Ratings Rationale:

The downgrade of the CFR to B3 from B2 reflects Moody's
expectation that Immucor's financial leverage will remain high at
or above 7.0x over the next 12-18 months -- a level no longer
supportive of its previous B2 rating. Contrary to Moody's original
expectation when the initial rating was assigned at the time of
the LBO in 2011, Immucor's leverage as measured by debt/EBITDA
(incorporating Moody's analytical adjustments) increased over time
and was high at around 7.4x at the end of the 3Q 2013 (February
28, 2013). Moody's expects a very slow deleveraging pace in the
near to medium term due to the company's lack of meaningful growth
in EBITDA. Immucor's topline growth will continue to be
constrained by lower blood demand in the US and economic
uncertainties in Europe. In addition, Moody's anticipates greater
competition in automated blood testing systems in the US market in
the next few years, further constraining revenue and margin for
Immucor. Immucor's small revenue size and business concentration
from blood diagnostic products make it vulnerable to competitive
threats from larger companies which have significantly greater
financial and sales resources. The rating also considers the on-
going regulatory uncertainty with respect to the FDA's notice of
intent to revoke ("NOIR") Immucor's biologics license.

Positive rating consideration is given to the recurring nature of
Immucor's revenue stream as its growing installed base of closed
system instruments requires the use of Immucor's reagents. The
ratings are also supported by low customer concentration,
Immucor's strong market presence in the US and the company's
history of product innovation. The rating also benefits from
strong EBITDA margins (albeit deteriorated recently), and Moody's
expectation for modest positive free cash flow in the next 12-18
months.

The stable rating outlook reflects Moody's expectation that the
company will maintain slightly positive free cash flow and that
revenue and EBITDA will grow modestly in low single digits over
the next year as the company benefits from investments in R&D and
sales and marketing resources. However, these factors will be
partially offset by unfavorable industry and economic headwinds.

Moody's could downgrade Immucor's ratings if free cash flow
becomes sustainably negative or leverage approaches 8.0 times
either due to deterioration in EBITDA or acquisitions. Further,
material deterioration in liquidity could also lead to downward
pressure on the ratings. Also, any material negative developments
related to the company's FDA issues could potentially lead to a
downgrade of the ratings.

Moody's could upgrade the ratings if Immucor were to grow revenue
and EBITDA such that adjusted leverage will be sustained below 6.5
times and free cash flow will remain above 5% of total adjusted
debt. A final favorable resolution of the NOIR could also support
an upgrade.

Immucor's liquidity profile benefits from considerable
availability under its $100 million revolver and Moody's
expectation for good headroom under the net senior secured
leverage covenant. Also, free cash flow is expected to improve in
the next 12 months in part due to the interest savings from recent
repricing on the credit facilities.

The principal methodology used in rating Immucor, Inc. was the
Global Medical Product and Device Industry Methodology published
in October 2012. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Immucor, Inc., headquartered in Norcross, Georgia, is a leading
in-vitro diagnostic blood typing and screening company that
develops and manufactures reagents and automated systems used by
hospitals, donor centers and reference laboratories. For the
twelve months ended February 28, 2013, Immucor reported net sales
of approximately $339 million.


INSPIREMD INC: Offering 12.5-Mil. Common Shares at $2 Apiece
------------------------------------------------------------
InspireMD, Inc., announced the pricing of an underwritten public
offering of 12,500,000 shares of its common stock at a price to
the public of $2.00 per share.  The net proceeds to the Company
from this offering are expected to be approximately $22.6 million,
after deducting underwriting discounts and commissions and other
estimated offering expenses.  The offering is expected to close on
or about April 16, 2013, subject to customary closing conditions.
InspireMD also has granted the underwriters a 30-day option to
purchase up to an additional 1,875,000 shares to cover over-
allotments, if any.

The Company also announced that, effective as of April 11, 2013,
its common stock will begin trading on the NYSE MKT under the
symbol "NSPR."  In connection with its listing on the NYSE MKT,
the Company's common stock will cease trading on the OTC Bulletin
Board.

The Company intends to use the proceeds from the offering to
redeem its convertible debentures, to support the worldwide
commercialization of the MGuardTM Embolyic Protective Stent (EPS)
in acute myocardial infarction, to pursue FDA approval in the U.S.
and for general corporate purposes.

Cowen and Company, LLC, is sole book runner and JMP Securities is
acting as co-lead manager.

The offering of these securities will be made only by means of a
prospectus.  A registration statement relating to these securities
has been declared effective by the Securities and Exchange
Commission (SEC).  The registration statement may be accessed
through the SEC's Web site at www.sec.gov.

A prospectus relating to these securities may be obtained from
Cowen and Company, LLC (c/o Broadridge Financial Services) at 1155
Long Island Avenue, Edgewood, NY, 11717, Attn: Prospectus
Department, or by calling (631) 274-2806.

                          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.


JAYHAWK ENERGY: Appoints Interim CEO and Chairman
-------------------------------------------------
Lindsay Gorrill has resigned as President and CEO of the Company
effective April 9, 2013.  There has been no disagreement between
the Company and Mr. Gorrill, known to an executive officer of
JayHawk Energy, Inc., on any matter relating to the Company's
operations, policies or practices.

On April 9, 2013, Kelly J. Stopher was appointed as the interim
President and CEO of the Company.  Mr. Stopher currently also
serves as the Chief Financial Officer of JayHawk Energy, Inc.

Mr. Stopher was appointed Chief Financial Officer of the Company
on Sept. 28, 2010.  Mr. Stopher has developed strategies to
implement financial management systems, internal control policies
and procedures, and financial reporting and modeling for small-cap
companies.  From March 2001 through September 2010, Mr. Stopher
worked for Allied Security.  Mr. Stopher worked as business
relationship manager for Wells Fargo Bank, Spokane, WA, from April
2006 through August 2009.  From September 2004 through January
2006, he acted as CFO for Weldon Barber, Spokane, WA.  From
October 2003 through September 2004, he was a sales associate for
Kiemle & Hagood Company, in Spokane, WA.  From January 2001
through March 2003 he worked as an account executive for Aston
Business Solutions in Boise, ID specializing in enterprise
accounting software systems.  Prior that Mr. Stopher worked as CFO
for Lee Read Jewelers in Boise, ID and spent 5 years in public
accounting with Langlow Tolles & Company in Tacoma, WA.  Mr.
Stopher also serves as Chief Financial Officer for Star Gold
Corp., a company quoted on the OTC Bulletin Board, and was
appointed to that position in October 2010.  Mr. Stopher holds a
bachelor's degree from Washington State University in Business
Administration - Accounting.

There are no family relationships between Mr. Stopher and any
member of the Board of Directors or any other officer of the
Company.  There have been no transactions since the beginning of
the Company's last fiscal year, or any proposed transaction, in
which the Company was or is to be party and in which Mr. Stopher
had or will have a direct or indirect material interest.

Mathew J. Wayrynen has resigned as Chairman of the Board of the
Company effective April 9, 2013.  There has been no disagreement
between the Company and Mr. Wayrynen, known to an executive
officer of JayHawk Energy, on any matter relating to the Company's
operations, policies or practices.  Mr. Wayrynen will remain as a
member of the Board of Directors of the Company.

On April 9, 2013, Lindsay Gorrill was appointed as Chairman of the
Board of Directors of the Company.  Mr. Gorrill has previously
served as the President and CEO of JayHawk Energy, Inc.

Mr. Gorrill is a C.A. and has university degrees in Finance and
Marketing.  Mr. Gorrill has a background in acquisitions, company
building, financial markets and world exposure.  Mr. Gorrill
previously served as Chief Executive Office and President until
April 9, 2013, and Chief Financial Officer until September 2010.
Mr. Gorrill will continue to serve on the Company's board of
directors as he has since July 2007.

Mr. Gorrill is also Chairman of the Board of Star Gold Corp., a
company quoted on the OTC Bulletin Board since February 2008.  Mr.
Gorrill also previously served, at various times, as President and
Treasurer of Star Gold Corp..

Additionally, since April 2009, Mr. Gorrill has served as
President and Chief Executive Officer of Canada Fluorspar Inc., a
company listed on the TSX Venture Exchange.  Mr. Gorrill also
previously served as the Chief Financial Officer of Canada
Fluorspar, Inc.  He has also been a member of the board of
directors of Deer Horn Metals, Inc., a TSX Venture Exchange listed
company since September 2009

Mr. Gorrill previously served as a member of the Board of
Directors of Yaterra Ventures Corp., a company quoted on the OTC
Bulletin Board since August 2008.  He previously served as
President and Chief Operating Officer of Berkley Resources Inc., a
company listed on the TSX Venture Exchange.  Mr. Gorrill also is,
and has been since July 2004, a member of the board of directors
of Berkley Resources Inc.

There are no family relationships between Mr. Gorrill and any
member of the Board of Directors or any other officer of the
Company.  On Dec. 1, 2011, the Company entered into a four year
lease with Marlin Property Management, LLC, an entity owned by the
spouse of Lindsay Gorrill, for $2,500 per month for office space
in Coeur d'Alene, Idaho, at market rate on terms acceptable to the
Company.

Coeur d'Alene, Idaho-based JayHawk Energy, Inc., is an early stage
oil and gas company.  The Company's immediate business plan is to
focus its efforts on further developing the as yet undeveloped
acreage in Southeast Kansas and to expand its oil production on
its Crosby (f/k/a Candak), North Dakota properties.

Following the financial results for the fiscal year ended
Sept. 30, 2012, DeCoria, Maichel and Teague, P.S., in Spokane,
Washington, expressed substantial doubt about JayHawk Energy's
ability to continue as a going concern, noting that the Company
has incurred substantial losses, has negative working capital and
has an accumulated deficit.

The Company reported a net loss of $4.3 million on $663,229 of
total revenue in fiscal 2012 as compared to a net loss of
$4.3 million on $363,122 of total revenue in fiscal 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.09 million
in total assets, $2.64 million in total liabilities and a $1.55
million total stockholders' deficit.


JERRY'S NUGGET: Wants to Hire Lever Capital as Financing Broker
---------------------------------------------------------------
Jerry's Nugget, Inc., seeks court permission to employ Lever
Capital Partners LLC as its financing broker, nunc pro tunc to
February 21, 2013, to provide financing brokerage services in
connection with obtaining new financing for the Jerry's Nugget
property located at 1821 North Las Vegas Boulevard, North Las
Vegas, Nevada 89030, on approximately 9.1 acres, being APN
139-23-302.

Debtor has engaged LCP solely as its financing broker to canvass
the financial markets in an effort to secure new financing for the
Casino Property.

Adam Horowitz, LCP's principal, has over 15 years of experience in
the real estate financing industry.  Mr. Horowitz has experience
solving complex real estate transactions and has secured various
forms of financing, including debt, mezzanine, and equity, for
numerous real estate owners and developers.  Mr. Howoritz has a
Masters of Science from Stevens Institute of Technology and a
Bachelor of Science from the University of South Florida.  LCP is
thus well-qualified and uniquely suited to serve as Debtor's
financing broker.

LCP has agreed to provide Debtor financing brokerage services on a
commission basis.  That is, upon receiving a loan commitment, LCP
shall have earned as compensation a commission fee equal to 1.5%
of the loan commitment amount.  The Commission will be payable in
full only at the closing of the new financing for the Casino
Property. However, should the Court not approve the new loan (by
denying confirmation of Debtor's Plan, denying a motion to obtain
post-petition financing pursuant to Section 364, or otherwise), no
Commission will be due.

The Debtor assures the Court neither LCP nor its employees hold or
represent and have not held or represented any interest adverse to
Debtor's estate nor have any connection to Debtor, its creditors,
or any related parties.

             About Jerry's Nugget and Spartan Gaming

Jerry's Nugget Inc., operates Jerry's Nugget, a casino consisting
of approximately 87,187 square feet of building area and 24,511
square fee of casino floor space with approximately 630 slot and
video poker machines and 9 table games.  Jerry's Nugget also
contains a sports book, a keno area and a small live pit.

Jerry's Nugget Inc. and affiliate Spartan Gaming LLC sought
Chapter 11 protection (Bankr. D. Nev. Lead Case No. 12-19387) in
Las Vegas, Vegas, on Aug. 13, 2012.  Stamis family-owned Jerry's
Nugget has a 9.1-acre casino property in North Las Vegas.  The
property consists of 87,187 square feet of building area and
24,511 square feet of casino floor space, with 630 slot and video
poker machines and 9 table games.  Jerry's Nugget also contains a
sports book, a keno area, and a small live pit.  There are two
restaurants the Uncle Angelo's Pizza Joint and Jerry's Famous
Coffee shop as well as Uncle Angelo's Bakery, a locals' favorite.
Net revenues totaled $22.5 million, including $15.3 million in
gaming revenue, in the year ended Dec. 31, 2011.  Spartan Gaming
owns 12 parcels of real property in Nevada.  Two of the parcels
provide parking access for Jerry's Nugget.

Judge Mike K. Nakagawa presides over the case.  Lawyers at Gordon
Silver, in Las Vegas, serve as the Debtors' counsel.  Jerry's
Nugget estimated assets and debts of $10 million to $50 million.
Jerry's Nugget said its current going concern value is at least $8
million.  Spartan Gaming estimated $1 million to $10 million in
assets and debts.  The petitions were signed by Jeremy Stamis,
president.

In its schedules, the Debtors disclosed $12,378,944 in assets and
$10,771,442 in liabilities as of the Petition Date.


K-V PHARMACEUTICAL: Committee Can Hire Duff & Phelps, FourSquare
----------------------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York authorized the Official Committee of
Unsecured Creditors appointed in the Chapter 11 cases of K-V
Discovery Solutions, Inc., et al., to retain Duff & Phelps, LLC,
as financial advisor, to be paid $112,500 per month.  The
Committee is also authorized to retain FourSquare Partners as
consultant, to be paid $12,500 per month.  Both Duff & Phelps and
FourSquare will also be reimbursed for any necessary out-of-pocket
expenses.

                     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.


LEE'S FORD DOCK: Wants to Hire Baldwin CPAs as Accountants
----------------------------------------------------------
Debtors Lee's Ford Dock, Inc., Hamilton Brokerage, LLC, Hamilton
Capital, LLC, Lee's Ford Hotels, LLC, Lee's Ford Woods, LLC, and
Top Shelf Marine Sales, Inc., seek court permission to employ
Baldwin CPAs, PLLC, as their accountants for the purpose of
providing annual financial review preparation services.

The Firm was first retained by the Debtors in March 2011 to
provide annual financial review services. The Debtors selected the
Firm as their accountants for annual review services because of
the Firm's extensive experience with providing services of this
type to businesses of various sizes and in various industries.

The Firm has advised the Debtors that its fees for providing the
Accounting Services will be a flat fee of $11,300, which is in
line with the fees charged to the Debtors in prior years. The
Debtors believe that these rates are fair and reasonable.

The Debtors also believe that the Firm is a "disinterested person"
as defined in 11 U.S.C. Section 101(14).

                       About Lee's Ford Dock

Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital
LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf
Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.
Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008.  The Debtors
collectively operate as "Lee's Ford Resort & Marina" --
http://www.leesfordmarina.com/-- which consists of a boat dock,
lodging facilities, the Harbor Restaurant & Tavern, a retail
store, and a boat brokerage business and Web site located at
http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky.

Hamilton Brokerage LLC and Hamilton Capital LLC are not actively
involved in the Debtors' operations, but are holding companies set
up as part of the structure of the original purchase transactions
which began in 2003.

The Debtors' revenues were adversely impacted by the lowering of
the water level of Lake Cumberland in January 2007 to allow for
repairs to Wolf Creek Dam.  The Debtors were forced to incur
extraordinary costs to relocate the Dock and related facilities in
accordance with the new water level.

DelCotto Law Group PLLC serves as the Debtors' counsel.  In its
petition, Lee's Ford Dock estimated $10 million to $50 million in
assets and debt.  The petition was signed by James D. Hamilton,
president.  Mr. Hamilton has been designated as the individual
responsible for performing the duties of the Debtors.


LEHMAN BROTHERS: Sues Bank Over Words 'Immediately Preceding'
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in suing the Federal Home Loan Bank of Cincinnati,
reorganized Lehman Brothers Holdings Inc. is calling on the
bankruptcy judge to decide what a swap agreement means when it
calls for valuing a termination payment "immediately preceding"
bankruptcy.

According to the report, the answer to the question means a
$64 million swing in how much Lehman creditors recover.  When
Lehman filed bankruptcy around 2 a.m. on Sept. 12, 2008, it had
87 interest rate swaps with the congressionally chartered bank,
which helps supports the home mortgage market.

The report relates that the swap agreement said there was an
automatic termination "as of the time immediately preceding"
bankruptcy.  In turn, swap values were to be determined based on
market values "on or as soon as reasonably practicable after the
early termination date."

The bank, the report discloses, took the position that the
valuation would be made on Sept. 15, when the markets were
reacting to the Lehman bankruptcy.  Using Sept. 15, the bank made
a $13.7 million termination payment to Lehman.  Because bankruptcy
was before the markets opened, Lehman contends the valuation date
should be Sept. 12, giving rise to a $77.6 million termination
payment in Lehman's favor.

Lehman is asking the bankruptcy judge to force the bank into
paying the difference, about $64 million.

The new suit is Lehman Brothers Special Financing Inc. v. Federal
Home Loan Bank of Cincinnati (In re Lehman Brothers Holdings
Inc.), 13-01330, U.S. Bankruptcy Court, Southern District of New
York (Manhattan).

                     About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LIBERTY TIRE: Moody's Keeps Caa1 CFR & Revises Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service affirmed the Caa1 corporate family
rating and Caa1-PD probability of default rating for Liberty Tire
Recycling Holdco LLC, as well as the Caa2 rating on the company's
$200 million senior unsecured notes. Moody's revised the rating
outlook to stable from negative as cash flow is no longer expected
to be negative.

Ratings

Corporate Family Rating: Affirmed at Caa1

Probability of Default: Affirmed at Caa1-PD

$200 million 11% Senior Notes due 2016: Affirmed Caa2/ LGD4-66%

Outlook: Revised to Stable from Negative

Ratings Rationale:

The Caa1 corporate family and Caa1-PR probability of default
ratings are driven by Liberty's high leverage (6.1x Moody's
adjusted debt/EBITDA in 2012), low single digit operating margins,
light liquidity, and modest scale. The company spent meaningfully
on acquisitions from 2008 through 2011 (an average of over $40
million annually, or 10% of average assets over that period) and,
from 2010-2012, on growth capex (albeit on a lower scale than
acquisitions) to build out its tire recycling network in the US
and Canada. Construction delays at its large Brantford, Ontario
location and a fire at its Lockport, NY location suppressed
consolidated EBITDA in 2011 and 2012. Both of these facilities
were running and generating positive EBITDA in the fourth quarter
2012. Liberty commands a leading position in the collection and
processing of used vehicular tires in the US and Canada; the
company estimates it collects 1/3 of all US tires from mix of
national accounts to single shops. End market uses include
reselling the tires with remaining tread life for use on other
cars, mixing crumb rubber in road surface and safety asphalt,
using rubber mulch for playgrounds and flowerbeds, and burning
tires as fuel for cement, paper, and other energy-intense
processes. In the absence of alternative uses, the company places
the shredded tires in landfills.

The stable outlook reflects Moody's expectation for the company to
shift to positive free cash flow with the completion/restoration
of the Brantford and Lockport facilities which will both bolster
consolidated EBITDA and reduce capex to maintenance levels. Free
cash flow is expected to be applied to meaningfully reduce
revolver draw ahead of its late 2014 expiration. Moody's does not
anticipate meaningful improvement in end market demand for the
company's products.

Liquidity was adequate with roughly $23 million at year end 2012,
including $6 million unrestricted cash and $17 million
availability on the company's $65 million revolver expiring
October 2014. Moody's expects liquidity to gradually improve over
2013 once the company passes the seasonally challenging first
calendar quarter, and, at no period is it expected to decline to
$10 million or less.

Leverage declining below 5x on a sustained basis, liquidity
improving to exceed $30 million, and free cash flow/debt improving
to the mid-single digit level could lead to a rating upgrade.
Liquidity declining to $10 million or lower, an acquisition
driving up leverage over 7x, or expectation for negative free cash
flow on a sustained basis could lead to downgrade.

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

Liberty Tire Recycling Holdco, LLC., headquartered in Pittsburgh,
PA, is a scrap tire collector and recycler in the United States
and Canada. Revenues in 2012 were $326 million. The company is
majority-owned by American Securities, LLC.


LINDSAY GENERAL: Taps Evan M. Altman & George Geeslin as Attorneys
------------------------------------------------------------------
Lindsay General Insurance Agency, LLC, seeks court permission to
employ Evan M. Altman and George Geeslin as its attorneys.

The firm will be required:

   (a) to advise the Debtor with respect to its rights, powers,
       duties and obligations as a debtor-in-possession in the
       administration of the case, the operation of its business,
       and the management of its property;

   (b) to prepare pleadings, applications, and conduct
       examinations incidental to administration;

   (c) to advise and represent the Debtor in connection with all
       applications, motions, or complaints for reclamation,
       adequate protection, sequestration, relief from stays,
       appointment of trustee or examiner, and all other similar
       matters;

   (d) to develop the relationship of the debtor-in-possession to
       the claims of the creditors in the proceedings;

   (e) to advise and assist the debtor-in-possession in the
       formulation and presentation of a plan of reorganization
       pursuant to Chapter 11 of the Bankruptcy Code and
       concerning any and all matters relating thereto; and

   (f) to perform any and all other legal services incident and
       necessary.

Lindsay General is one of four related or affiliated Debtor
entities, which filed for Chapter 11 bankruptcy on Feb. 7, 2013.
The others are:

    Destiny General Agency, Inc.       Case No. 13-52731-WLH
    Map General Agency, Inc.           Case No. 13-52729-WLH
    GetAutoInsurance.com Agency, LLC   Case No. 13-52728-WLH

Each entity is an insurance agency and all four entities have
interlocking officers and directors.

The Debtor has paid Mr. Altman and Mr. Geeslin a collective
general retainer of $20,000 for legal services rendered or to be
rendered.  It was split evenly between Mr. Altman and Mr. Geeslin.
The sum of $5,000 was allocated to each of the four cases by the
attorneys.

The Debtor has agreed to compensate Mr. Altman and Mr. Geeslin at
their standard hourly billing rate of $300 for legal services.
Mr. Altman will serve as lead counsel on Map General Agency and
GetAutoInsurance.com Agency while Mr. Geeslin will serve as lead
counsel on Lindsay General Insurance Agency and Destiny General
Agency.  Both attorneys will make every effort to avoid
duplication of work.

To the best of the Debtor's knowledge, the attorneys represent no
interest adverse to the debtor-in-possesion or the estate in the
matters upon which they are to be engaged.

                       About Lindsay General

Duluth, Georgia-based Lindsay General Insurance Agency, LLC, filed
a bare-bones Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case
No. 13-52732) in Atlanta on Feb. 7, 2013.  The Debtor estimated
assets and debts of $10 million to $50 million.  The Debtor is
represented by Evan M. Altman, Esq., and George Geeslin, Esq., in
Atlanta.


LYON WORKSPACE: Lender Wins Sale Mostly on Credit Bid
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that lender LWP Partners LLC won approval from the
bankruptcy court to purchase Lyon Workspace Products LLC under a
contract the company and creditors calculated to be worth
$22.15 million.  The price includes an exchange for $17.9 million
in secured debt, $200,000 toward bankruptcy and liquidation
expenses, and assumption of liabilities.

According to the report, the auction featured a competing bid by a
group including an affiliate of Gordon Brothers Group LLC which
forced the lender to increase the opening bid of $21.4 million.
Gordon Brothers appeared at the sale-approval hearing to argue
that its bid was actually higher.

The bankruptcy judge held a hearing to take evidence on which bid
was the highest.  She ended up approving the lender's bid.

The auction came off about a month later than the company wanted
when filing for Chapter 11 protection on Jan. 19.

                     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/-- was a
manufacturer and supplier of locker and storage products.  It had
400 full-time employees, 53% of whom are salaried employees.
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.


MELBYE SKANDINAVIA: Provides Update on Early Warning Reports
------------------------------------------------------------
Pursuant to early warning disclosure requirements of applicable
securities laws, Melbye Skandinavia AS on April 18 disclosed that
there have been further changes in material facts contained in its
early warning reports dated September 6, 2012 and March 18, 2013,
filed in connection with (1) the acquisition by Melbye from
Werklund Capital Corporation of a 50% undivided interest in the
$6,000,000 principal amount debenture granted by RS Technologies
Inc. to Werklund and dated July 2011 (and executed and delivered
on or about July 5, 2011), as well as the security and ancillary
documents related to the Debenture, (2) final advances under the
Debenture by Melbye and Werklund, (3) the application of RS to the
Alberta Court of Queen's Bench under the Companies' Creditors
Arrangement Act (Canada) for protection from its creditors, in
respect of which the Court granted an initial order on March 14,
2013, among other things, staying all proceedings against RS until
April 12, 2013, and (4) the grant by Melbye and Werklund of an
interim credit facility in favor of RS to finance its operations
and costs incurred during the CCAA proceedings.  In the Initial
Order, the Court approved a maximum amount available under the
Interim Facility of $750,000.

On April 11, 2013, the Court granted RS's application for an
extension of the stay of proceedings contained in the Initial
Order under the CCAA to June 28, 2013.

In conjunction with the CCAA proceedings of RS, FTI Consulting
Canada Inc., in its capacity as a court-appointed monitor, applied
for and obtained an order approving sale and investor solicitation
procedures, pursuant to which the Monitor was authorized and
directed to solicit bids from interested parties to purchase all
of the assets or shares of RS.  The complete terms of the SISP are
appended to the SISP Order.

In the SISP Order the Court also authorized and directed the
Monitor and RS to execute an asset and share purchase agreement
with Melbye and Werklund, and declared that such agreement was a
stalking horse credit bid for the purposes of the SISP. Under the
Stalking Horse Credit Bid, Melbye and Werklund offered to purchase
either (1) all of a new class of shares of RS, conditional on,
among other things, the approval and sanctioning of a plan of
compromise and arrangement under the CCAA and the Business
Corporations Act (Alberta), or (2) all of the assets of RS (other
than certain excluded assets), provided certain conditions are
satisfied.  The purchase price under the Stalking Horse Credit Bid
is the aggregate of the amounts outstanding under the Debenture
and the Interim Facility, as well as the aggregate of certain
obligations of RS, including the accrued and unpaid priority
payables, unpaid restructuring costs (including the professional
costs of the Monitor and of counsel to the Monitor and RS) and the
amount outstanding under a key employee retention plan.

The form of the Stalking Horse Credit Bid has been appended to the
Second Report of the Monitor dated April 10, 2013 prepared in the
CCAA proceedings of RS.

Under the Stalking Horse Credit Bid, Melbye and Werklund are to
each acquire one-half of the shares of RS in a Share Purchase, or
an undivided one-half interest of the applicable assets of RS in
an Asset Purchase.  Melbye and Werklund currently intend to
acquire all of the shares or assets of RS pursuant to the Stalking
Horse Credit Bid.

If closing of the Stalking Horse Credit Bid does not occur in
stipulated circumstances, a break-fee equal to 3.5% of the
purchase price under the Stalking Horse Credit Bid will be payable
to Melbye and Werklund.

The Monitor has obtained a Court order permitting an increase in
the amount that RS is permitted to borrow pursuant to the Interim
Facility.  The amount that RS is permitted to borrow under the
Interim Facility has been increased from $750,000 (of which
$600,000 has been drawn to date, and has been advanced equally by
Melbye and Werklund) to a maximum amount of $2,750,000.

There has been no change in the ownership of the Debenture by
Melbye and Werklund from that reflected in the Prior Early Warning
Reports.

Melbye will be filing a related early warning report as required
by National Instrument 62-103.

Further information may be obtained by contacting Christian
Aasheim, Chief Executive Officer of Melbye, at: Telephone: 011 47-
63-87-0151 and Facsimile: 011 47-63-87-0151.  Melbye's head office
is located at Probst Stabelsvei 22, 2012 Skedsmokorset, Norway.


MEDICAL CARD: Moody's Confirms 'Caa3' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service confirmed the Caa3 senior secured debt
rating and Caa3 corporate family rating of Medical Card System,
Inc., following the release of its 2011 audited statutory reports
and the filing of its 2012 statutory statements with the Insurance
Department in Puerto Rico.

Moody's also confirmed the B3 insurance financial strength (IFS)
rating of the company's operating subsidiary, MCS Advantage, Inc.
The outlook on the ratings is developing.

Ratings Rationale:

Moody's said that the rating action concludes the review for
downgrade first initiated on December 20, 2011 when MCS's ratings
were downgraded as a result of a combination of financial and
operational problems. The rating agency said that the primary
drivers of the ratings confirmation were the release of the
company's 2011 audited statutory report and the filing of its 2012
statutory statements. "The unqualified audit report from the
company's auditors was significant in confirming and validating
MCS's financial reporting processes", said Moody's Senior Vice
President, Steve Zaharuk. The 2011 audit report adds credibility
to the improving financial results of the company as reported in
the 2012 statutory filings, particularly the return to
profitability shown in the fourth quarter", Zaharuk added.

The rating agency commented that the developing outlook on the
ratings reflects the potential for further validation of
improvement in the company's financial profile pending the release
of the 2011 audited GAAP consolidated financial statements and the
2012 audited GAAP consolidated and subsidiary statutory financial
statements. Moody's noted that the Caa3 debt rating reflects
uncertainty created as a result of the delayed audited financial
statements. When the company completes these audited financials
and if they corroborate the return to profitability reflected in
the unaudited statutory results, there could be upward rating
pressure provided the improvement is viewed to be sustainable.
Conversely, if there is a significant delay in producing the
delayed audited financials, or if the audited GAAP financials do
not support the profitability improvement shown in the statutory
results, there could be downward rating pressure.

Commenting on MCS's credit profile, Moody's pointed to the
relatively small size of MCS and its geographic concentration with
100% of its revenues being generated in Puerto Rico, the company's
high concentration of business in Medicare Advantage, and low
consolidated risk based capital (RBC) ratio. In particular,
Moody's noted that while the company has met the RBC ratio
requirement established in Puerto Rico for 2012, the company was
not in compliance with these requirements at the end of 2011. On
the positive side, the company's bank lenders have recently
entered into a Waiver Agreement covering several reporting
covenant breaches incurred by MCS. As a result, the threat of a
forced acceleration of repayment of the outstanding loan amount
has been significantly lessened.

Moody's added that, while lessened to some degree, there are
continuing concerns regarding an ongoing federal investigation of
the company. While no charges have been made against the company,
the concern is that this could result in the federal authorities
placing operational constraints and/or assessing fines/penalties,
which would have negative financial implications for the company.
The company reported that an internal investigation ordered by an
independent committee of the board of directors found no evidence
that MCS acted willfully or recklessly in connection with the
activities subject to the federal investigation and that no
accrual was made in the audited financial statements.

Moody's stated that MCS ratings could be upgraded if: 1) MCS
releases its 2011 and 2012 GAAP and statutory audited statements
before the end of 2013 and results are in line with previously
filed statements, 2) net income for 2013 continues to be positive,
3) there is no significant decrease in medical membership, and 4)
the company is able to continue to meet the RBC ratio requirements
of Puerto Rico. Conversely, the ratings could be downgraded if: 1)
there is a significant delay in the release of the 2011 GAAP and
2012 GAAP audited financial statements, 2) medical membership
decreases by 20% or more, 3) the company reports net losses during
2013, or 4) there is an adverse development with respect to the
federal investigation.

The following ratings were confirmed with a developing outlook:

  Medical Card System, Inc. -- senior secured debt rating at
  Caa3; corporate family rating at Caa3;

  MCS Advantage, Inc. -- insurance financial strength rating at
  B3.

Medical Card System, Inc. is headquartered in San Juan, Puerto
Rico. For 2012 MCS reported total revenues on a statutory basis of
approximately $1.2 billion and a net gain of approximately $29.7
million. Medicare Advantage membership as of December 31, 2012 was
113,436 members (including Medicare Part D standalone membership)
compared to 112,640 members at December 31, 2011.

Moody's insurance financial strength ratings are opinions about
the ability of insurance companies to punctually pay senior
policyholder claims and obligations.

The principal methodology used in this rating was Moody's Rating
Methodology for U.S. Health Insurance Companies published in May
2011.


MILAGRO OIL: S&P Lowers Corporate Credit Rating to 'CCC-'
---------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Houston-based Milagro Oil & Gas Inc. to 'CCC-'
from 'CCC'.  The outlook is negative.

S&P also placed the 'CCC' rating on the company's $250 million
senior secured notes on CreditWatch with developing implications.
The CreditWatch on the notes will be resolved upon further review
of the company's reserves at year-end 2012 based on S&P's recovery
price deck assumptions.

"The downgrade reflects the company's persistently high leverage
and ongoing liquidity concerns due to a dwindling borrowing base,"
said Standard & Poor's credit analyst Christine Besset.  The
negative outlook reflects the possibility of a further downgrade
if a default appears inevitable.  The CreditWatch with developing
implications on the notes reflects the possibility of S&P's
affirming, raising, or lowering the ratings on the notes based on
its assessment of the company's reserves valuation at year-end
2012.

The rating on Milagro Oil & Gas Inc. reflects the company's weak
liquidity position and high debt levels, relatively small asset
base and production levels, and significant exposure to natural
gas prices, for which the outlook remains unfavorable compared
with oil.

S&P views Milagro's business profile as "vulnerable".  The
company's proved reserve base totaled a relatively small 201
billion cubic feet equivalent (Bcfe) as of Dec. 31, 2012, and
production was about 44 million cubic feet equivalent per day
(mmcfed) in 2012.  Milagro's reserve base and production have a
significant exposure to natural gas (57% of production in 2012).
Weak natural gas prices in the last 12 months have constrained
cash flow generation and prevented the company to meaningfully
deleverage.

The negative outlook reflects Milagro's fragile liquidity position
and highly leveraged balance sheet.  S&P would consider a negative
rating action if a default appears inevitable.  A revision of the
outlook to positive would require an improvement in the company's
liquidity and leverage, which, given the still weak outlook for
natural gas prices, would most likely come from an equity infusion
by the company's equity sponsors.


MOMENTIVE PERFORMANCE: Amends 2012 Periodic Reports
---------------------------------------------------
Momentive Performance Materials Inc. has amended its quarterly
reports for the periods ended March 31, 2012, June 30, 2012, and
Sept. 30, 2012, to reflect a restatement of the following
previously filed financial statements and data:

   * Condensed consolidated statements of cash flows for the
     periods as discussed in Note 1 to the financial statements.

   * The Company's management's discussion and analysis of
     financial condition and results of operations.

The restatements correct the following classification errors
within the condensed consolidated statements of cash flows:

   * The Company included in cash used for capital expenditures
     amounts that resided in "Trade payables" which should be
     excluded as a non-cash item.  These amounts have now been
     properly excluded from operating and investing activities.

   * The Company misclassified certain currency translation
     adjustments and other non-cash transactions within the
     "Effects of exchange rate changes on cash" line item.  These
     amounts have now been properly reflected in operating
     activities.

   * The Company misclassified certain outstanding checks as
     "Trade payables."  The amounts have now been properly
     classified as a reduction to "Cash and cash equivalents."

Copies of the Amended Periodic Reports are available at:

                       http://is.gd/03syTC
                       http://is.gd/lW3IZT
                       http://is.gd/7w3iFs

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

Momentive Performance disclosed a net loss of $365 million on
$2.35 billion of net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $140 million on $2.63 billion of net
sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $2.90 billion
in total assets, $4.05 billion in total liabilities, and a
$1.14 billion total deficit.

                           *     *     *

As reported by the TCR on May 14, 2012, Moody's Investors Service
lowered Momentive Performance Materials Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from
B3.  The action follows the company's weak first quarter results
and expectations for a slower than expected recovery in volumes in
2012.

In the Aug. 15, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered all of its ratings on MPM by two notches,
including the corporate credit rating to 'CCC' from 'B-'.  The
outlook is negative.

"The likelihood that earnings and cash flow will remain very weak
for the next several quarters prompted the downgrade," explained
credit analyst Cynthia Werneth.  "In our view, leverage is
unsustainably high, with total adjusted debt to EBITDA above 15x
as of June 30, 2012."


MOSS FAMILY: Wants Exclusivity Extension Until May 31
-----------------------------------------------------
Moss Family Limited Partnership and Beachwalk, L.P. asked the
Court to extend their exclusive period to propose a Chapter 11
Plan until May 31, 2013.  The Debtors explained that they needed
additional time to negotiate with the largest creditors to
determine if resolution of claims treatment can be made before the
Plan is filed.  Likewise, the Debtors are in the process of having
the subject properties appraised so that the secured claims of the
creditors can more easily be resolved.

Horizon Bank, N.A., has objected to the Debtors' to the extension,
which is the second one requested by the Debtors.  Horizon Bank
avers that denial of the second exclusivity motion will not
prevent the Debtors from continuing with their efforts to have the
property appraised and to discuss plan provisions with secured
creditors.

Creditors Fifth Third Bank by counsel, Mark Owens, and LaPorte
Savings Bank have signed stipulations withdrawing their limited
objections to the motion for exclusivity extensions.

                          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.


MUSCLEPHARM CORP: Barry Honig Discloses 5.8% Stake at March 28
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Barry Honig disclosed that, as of March 28, 2013, he
beneficially owns 397,141 shares of common stock of MusclePharm
Corporation representing 5.83% (based on 6,816,159 shares of
common stock issued and outstanding as of March 31, 2013).  A copy
of the filing is available for free at http://is.gd/88i1sB

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

Berman & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has a net loss of $23,280,950 and net cash used
in operations of $5,801,761 for the year ended Dec. 31, 2011; and
has a working capital deficit of $13,693,267, and a stockholders'
deficit of $12,971,212 at Dec. 31, 2011.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.

MusclePharm reported a net loss of $18.95 million in 2012, as
compared with a net loss of $23.28 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $6.76 million in total
assets, $16.52 million in total liabilities and a $9.75 million
total stockholders' deficit.


NATURAL PORK: Bose McKinney Okayed as Indiana Real Estate Counsel
-----------------------------------------------------------------
Natural Pork Production II, LLP, obtained authorization from the
U.S. Bankruptcy Court for the Southern District of Iowa to employ
Gary L. Chapman, Esq., Michael A. Lang, Esq., Daniel P. McInerny,
Esq., and Bose, McKinney & Evans, LLP as Special Indiana Real
Estate and Environmental Counsel.

The Troubled Company Reporter reported on March 18, 2013, that the
Firm will advise, counsel and represent the Debtor regarding
matters of the Indiana real estate and environmental law in
connection with the Debtor's plans to sell, liquidate and
otherwise dispose of certain of its real estate and other assets
located in the State of Indiana.

The Firm will be paid at these hourly rates:

      Gary L. Chapman             $450
      Daniel P. McInerny          $405
      Michael A. Lang             $225

The Firm has received a $5,000 retainer and requests that the
Court authorize the Debtor to provide the Firm with an additional
$5,000 to bring the total amount of the postpetition retainer to
$10,000 in order to guarantee payment of its postpetition services
and costs in connection with this Chapter 11 case.

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

                        About Natural Pork

Hog raiser Natural Pork Production II, LLP, filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  John C. Pietila, Esq.,
at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines,
Iowa, represents the Debtor as special corporate counsel,
effective as of the Petition Date.

Aaron L Hammer, Esq., Mark S. Melickian, Esq., and Michael A.
Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in
Chicago, represent the Official Committee of Unsecured Creditors.
Conway MacKenzie, Inc., serves as its financial advisor.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represents the IC Committee as
counsel.


NATURAL PORK: Committee Taps Cutler Law Firm as Associate Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Natural Pork
Production II, LLP's bankruptcy case, seeks court permission to
retain Cutler Law Firm, P.C., as its associate counsel.

The Court approved the Committee's retention of Sugar, Felsenthal,
Grais & Hammer L.P. as its lead counsel by order dated October 31,
2012, effective as of September 26, 2012.  The Committee now
wishes to employ Cutler Law Firm, P.C., Attorneys at Law, and
specifically, Robert C. Gainer, as Associate Counsel for the
Committee in the Bankruptcy Case.

As Associate Counsel working with SugarFGH on behalf of the
Committee in the chapter 11 case, Cutler's responsibilities will
include, as needed:

   a. The administration of these cases and the exercise of
      oversight with respect to the Debtors' affairs, including
      all issues in connection with the Debtors, the Committee or
      these chapter 11 Cases;

   b. The preparation on behalf of the Committee of necessary
      applications, motions, memoranda, orders, reports and other
      legal papers;

   c. Appearances in Court, participation in litigation as a
      party-in-interest, and attendance at meetings to represent
      the interests of the Committee;

   d. Communications with the Committee's constituents and others
      at the direction of the Committee in furtherance of its
      responsibilities, including, but not limited to,
      communications required under section 1102 of the Bankruptcy
      Code; and

   e. The performance of all of the Committee's duties and powers
      under the Bankruptcy Code and the Bankruptcy Rules and the
      performance of such other services as are in the interests
      of those represented by the Committee.

Robert C. Gainer's hourly rate is $250.

Cutler attests it represents no interest adverse to the Committee
in the matters upon which it is to be engaged.

                        About Natural Pork

Hog raiser Natural Pork Production II, LLP, filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  John C. Pietila, Esq.,
at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines,
Iowa, represents the Debtor as special corporate counsel,
effective as of the Petition Date.

Aaron L Hammer, Esq., Mark S. Melickian, Esq., and Michael A.
Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in
Chicago, represent the Official Committee of Unsecured Creditors.
Conway MacKenzie, Inc., serves as its financial advisor.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represents the IC Committee as
counsel.


NCL CORP: Expected Revenue Gains Prompt Moody's to Up CFR to Ba3
----------------------------------------------------------------
Moody's Investors Service upgraded NCL Corporation's (Norwegian)
Corporate Family Rating to Ba3 and its Probability of Default
rating to Ba3-PD. Moody's also upgraded Norwegian's senior
unsecured rating to B2, and assigned a Ba2 rating to its proposed
$500 million senior secured five year revolver and $600 million
senior secured five year term loan. Norwegian's Speculative Grade
Liquidity Rating remains unchanged at SGL-2.

The proposed loan proceeds will be used to refinance existing
secured bank debt and will be secured by six ships, Norwegian
Star, Norwegian Spirit, Norwegian Sun, Norwegian Dawn, Norwegian
Pearl and Norwegian Gem and guaranteed by the ship-owning
subsidiaries. Ratings are subject to final documentation.

The upgrade reflects Moody's view given current booking trends
that Norwegian's net revenue yields will rise between 3.0% - 3.5%
in 2013 on rising capacity while cost increases are contained
causing debt/EBITDA to drop to about 4.5 times from 5.1 times
(pro-forma for the recent initial public offering and debt
repayment) over the next 12-18 months. The upgrade also reflects
improved liquidity as the proposed five year $500 million non-
amortizing revolver will replace the company's existing $515
million amortizing revolver expiring in 2015. Moody's also
anticipates further improvement in EBIT coverage of interest as
the company continues to refinance higher cost debt. The upgrade
considers Moody's view that Norwegian is committed to further
reducing and maintaining debt/EBITDA (on a Moody's adjusted basis)
around 4.0 times over the longer term. These actions come on the
heels of the company's initial public offering in January 2013 and
the refinancing of its high cost senior secured bonds with lower
cost unsecured bonds.

Ratings Rationale:

The company's Ba3 Corporate Family Rating reflects Norwegian's
improving profitability and return profile, its well-known brand -
- Norwegian Cruise Line -- young age of its cruise ship fleet, and
the company improving credit profile. Debt/EBITDA has steadily
improved from 5.8 times in 2011 to 5.1 in 2012 pro-forma for the
recent initial public offering. The ratings also consider anemic
macro-economic conditions that could dampen the pace of cruise
price improvement, and the company's need to absorb a 45% debt
financed capacity increase between 2013 and 2015.

The stable outlook reflects Moody's view that cruise demand will
rise modestly, new ships will be profitably absorbed and the
company will continue to control costs and maintain good
liquidity. The stable outlook also reflects Moody's view that
Norwegian's yield performance will hold up better than its larger
rated peers given its more limited exposure to the weak European
market.

Ratings could be upgraded if Norwegian sustains debt/EBITDA under
4.25 times, retained cash flow to net debt above 13%, and
EBIT/Interest above 2.75 times in the context of the then
operating environment and company financial policy.

Ratings could be downgraded if the company's debt/EBITDA rises
above 5.25 times, retained cash flow to net debt drops below 10%,
or EBIT/interest declines to 2.0 times .

NCL Corporation Ltd.

Ratings assigned

Proposed $500 million revolver due 2018 at Ba2 (LGD 3, 41%)

Proposed $600 million term loan due 2018 at Ba2 (LGD 3, 41%)

Ratings Upgraded and assessments updated

Corporate Family Rating to Ba3 from B1

Probability of Default Rating to Ba3-PD from B1-PD

$350 million 9.5% senior unsecured notes due 2018 to B2 (LGD 6,
93%) from B3 (LGD 6, 91%)

$300 million 5% senior unsecured notes due 2018 to B2 (LGD 6, 93%)
from B3 (LGD 6, 91%)

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


NESBITT PORTLAND: Hires Ernst & Young as Auditor
------------------------------------------------
Nesbitt Portland Property LLC and its affiliates ask the U.S.
Bankruptcy Court for permission to employ Ernst & Young as auditor
effective as of Jan. 17, 2013.

E&Y will audit and report consolidated financial statements of the
Debtors (which are consolidated with those of RECP/Windsor II,
LLC) for the year ended Dec. 31, 2012.

EY LLP intends to charge a flat fee of $251,000 payable upon
bankruptcy court approval.

The firm attests it does not represent any interest materially
adverse to the Debtors and is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

              About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight hotels,
seven of which are operated as Embassy Suites brand hotels.  The
eighth hotel, located in El Paso, Texas, was previously operated
as am Embassy Suites hotel, but lost its franchise agreement.
The eight hotels were pledged by the Debtors as collateral for the
loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
Capital owns and/or operates 23 branded hotels in 11 states across
the U.S.  Windsor Capital is the largest private owner and
operator of Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 12-12883) on July 31,
2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Debtors are represented in the Chapter 11 case by attorneys at
Susi & Gura, PC, and Griffith & Thornburgh LLP.  Alvarez & Marsal
North American, LLC, serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled $29.4
million in assets and $192.3 million in liabilities.  Nesbitt
Portland's hotel property is valued at $27.19 million, and secures
a $191.9 million debt to U.S. Bank.


NEW LEAF: Case Summary & Unsecured Creditor
-------------------------------------------
Debtor: New Leaf Family Limited Partnership
        3401 East Baseline Road
        Phoenix, AZ 85042-7203

Bankruptcy Case No.: 13-06049

Chapter 11 Petition Date: April 16, 2013

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

Debtor's Counsel: Mark J. Giunta, Esq.
                  LAW OFFICE OF MARK J. GIUNTA
                  245 W. Roosevelt St., Suite A
                  Phoenix, AZ 85003
                  Tel: (602) 307-0837
                  Fax: (602) 307-0838
                  E-mail: markgiunta@giuntalaw.com

Scheduled Assets: $2,945,921

Scheduled Liabilities: $1,001,008

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Bill Killburg             Consulting             $22,795
13825 North Northsight
Blvd., Suite 201
Scottsdale, AZ 85260

The petition was signed by Sharon Petterson, partner.


OCALA SHOPPES: Files Amended Schedules of Assets & Liabilities
--------------------------------------------------------------
The Ocala Shoppes LLC filed with the U.S. Bankruptcy Court for the
Middle District of Florida its amended schedules of assets and
liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property                     $0
B. Personal Property            $60,735
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                  $103,196,721
E. Creditors Holding
   Unsecured Priority
   Claims                                                $2,140
F. Creditors Holding
   Unsecured Non-priority
   Claims                                            $3,219,730
                         --------------          --------------
TOTAL                           $60,735            $106,418,591

                        About Ocala Shoppes

The Ocala Shoppes LLC, owner and operator of the Market Street at
Heath Brook shopping center on Southwest College Road in Ocala,
Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
13-00125) on Jan. 7, 2012, in Tampa.

The open-air shopping center has 560,000 square feet of retail
space and 70,000 square feet of offices.  Tenants are Dillard's
Inc., Dick's Sporting Goods Inc., and Barnes & Noble Inc.  Ocala
is about 100 miles (160 kilometers) north northeast of Tampa.

Secured lender Bank of America NA obtained an order from state
court in August directing tenants to send rent checks to the bank.

In its petition, the Debtor estimated assets and debts of
$50 million to $100 million.

David S. Jennis, Esq., Chad Bowen, Esq., and Suzy Tate, Esq., at
Jennis & Bowen, P.L., serve as counsel.

Judge Michael G. Williamson presides over the case.


OCEAN DRIVE: Hotel Sold, Seeks Case Dismissal
---------------------------------------------
Ocean Drive Investment LLC and Cavalier Hotel LLC ask the Court to
dismiss their Chapter 11 cases.

ODI is the former owner of a 46-room hotel known as the Cavalier
Hotel, and CavHotel is the former management company of the Hotel.

The Debtors attempted but were unable to propose a confirmable
plan of reorganization before the March 13, 2013 foreclosure sale
of the hotel.  Ridge Hill Holdings-Miami LLC, which obtained a
judgment of foreclosure in June 2012 and owed $9.9 million on a
secured promissory note as of the bankruptcy filing, sought the
foreclosure sale.  Ridge Hill emerged as the successful bidder at
the sale.

Since ODI is no longer owner of the property, neither ODI nor
CavHotel are capable of proposing a plan of reorganization that
either reorganizes the indebtedness on the hotel or provides
returns to creditors other than Ridge Hill from the unencumbered
assets they have on hand.  Besides the hotel, the Debtors have
few, if any, remaining assets and the majority of their assets
appear to be encumbered by liens or interests in favor of Ridge
Hill that were foreclosed in the state court action.

The Debtors do not believe that the conversion of this case will
provide distributions to unsecured creditors because in addition
to the facts that there are no encumbered assets to distribute,
the guaranty issued by CavHotel ensures that Ridge Hill will
receive the lion's share of any such distributions.

The hearing on the motion is set for April 23, 2013, at 1:30 p.m.
at 51 SW First Ave Room 1406, Miami.

               Foreclosure Sale Moves Forward

The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida in February entered an order granting
motion filed by Ridge Hill Holdings-Miami, LLC, to strike Ocean
Drive Investment LLC, et al.'s joint motion to enjoin the
foreclosure sale.

On Feb. 12, 2013, secured judgment creditor and first mortgage
holder Ridge Hill stated that because the original plan sponsor
backed out and the Debtors have abandoned the Plan, it is simply
impossible for the Debtors to establish cause to enjoin the
foreclosure sale because it cannot put on a prima facie case for
confirmation of the Plan.

The Debtors have requested for the re-imposition of the automatic
stay based upon the Court's order granting stay relief, and
enjoining the sale scheduled by Ridge Hill of the hotel.  The
Debtors said they intend to file an amended Plan.

         About Ocean Drive Investment and Cavalier Hotel

Ocean Drive Investment LLC and Cavalier Hotel LLC filed for
Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-30448 and
12-30451) on Aug. 28, 2012, in Miami.

ODI is the owner of the Cavalier hotel located at Ocean Drive,
in Miami's South Beach, facing the Atlantic Ocean.  The Hotel has
46 rooms and is just within walking distance to bars, shops,
dining, nightlife, and the nonstop action of South Beach.
Cavalier Hotel LLC is the management company that operates and
manages the Hotel.

Ocean Drive has scheduled assets of $16,000,000 and liabilities of
$10,558,303 as of the Petition Date.  Cavalier Hotel LLC estimated
under $50,000 in assets and at least $10 million in liabilities.

The Debtors are represented by Nicholas B. Bangos, Esq., in Miami.


OHI INTERMEDIATE: S&P Retains 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
recovery rating on Osmose Holdings Inc.'s secured term loan and
revolving credit facility to '3' from '4' after the company's
announcement of a proposed $50 million add-on to its existing
senior secured term loan due 2018.  The '3' recovery rating
indicates S&P's expectation for meaningful (50% to 70%) recovery
in the event of a payment default.  The rating on the term loan
and revolver remains 'B+' (same as the corporate credit rating on
parent company OHI Intermediate Holdings Inc.).

The 'B+' corporate credit rating on Buffalo, N.Y.-based wood
preservation and treatment technology, utility services, and
railroad infrastructure services company OHI Intermediate Holdings
Inc. is unchanged.  The company plans to use proceeds from the
add-on to pay another dividend to its owners, following a
$54 million dividend in November 2012.

S&P's rating on OHI reflects that it still think leverage will
peak at 4.5x despite the "very aggressive" financial policy of the
equity sponsor, which reflects the payment of two debt-financed
dividends less than one year after acquiring OHI.  S&P continues
to expect the company to generate positive free cash flow, with
credit metrics consistent with an "aggressive" financial risk
profile, such as debt to EBITDA of about 4x and funds from
operations (FFO) to total debt in the low-teens percent area by
year-end 2013.  S&P expects modest improvements in credit metrics
over the next few years, given the cash flow sweep requirement in
the credit agreement, S&P's assumptions for gradual EBITDA
improvements, and its expectation that management will approach
growth prudently.

The ratings on OHI also reflect S&P's assessment of the company's
business risk profile as "weak" and financial risk profile as
"aggressive."  Supporting the business profile is the company's
significant market share in the niche markets for its utility pole
inspection and treatment services and its wood treatment
preservation technology.  S&P views this financial sponsor-owned
entity as having an "aggressive," rather than a "highly
leveraged," financial risk profile given S&P's expectations for
adjusted debt to EBITDA to remain less than 5x and "adequate"
liquidity with sufficient covenant headroom under the springing
leverage covenant under the company's revolver.

RATINGS LIST

OHI Intermediate Holdings Inc.
Corporate Credit Rating                B+/Stable/--

Recovery Rating Revised
                                        To          From
Osmose Holdings Inc.
Senior Secured
  $45 mil. rev. credit fac due 2017     B+          B+
   Recovery Rating                      3           4
  $405* mil. term loan due 2018         B+          B+
   Recovery Rating                      3           4

*After add-on.


OSAGE EXPLORATION: Sunstone Discloses 4.9% Stake at April 8
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Sunstone, LLC, and its affiliates disclosed
that, as of April 8, 2013, they beneficially own 2,467,670 shares
of common stock of Osage Exploration and Development, Inc.,
representing 4.99% of the shares outstanding.  Sunstone previously
reported beneficial ownership of 3,875,000 common shares or a 7.8%
equity stake as of Jan. 1, 2013.  A copy of the amended regulatory
filing is available at http://is.gd/UaNc0V

                       About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

GKM, LLP, in Encino, California, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2011 financial results.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit as of Dec 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $13.19
million in total assets, $5.16 million in total liabilities and
$8.03 million in total stockholders' equity.

                         Bankruptcy Warning

Management of the Company has undertaken steps as part of a plan
to improve operations with the goal of sustaining the Company's
operations for the next 12 months and beyond.  These steps include
(a) assigning a portion of the Company's oil and gas leases in
Logan County, Oklahoma (b) participating in drilling of wells in
Logan County, Oklahoma within the next 12 months, (c) controlling
overhead and expenses and (d) raising additional equity or debt.
There is no assurance the Company can accomplish these steps and
it is uncertain the Company will achieve profitable operations and
obtain additional financing.  There is no assurance additional
financings will be available to the Company on satisfactory terms
and conditions, if at all.  If the Company is unable to continue
as a going concern, the Company may elect or be required to seek
protection from its creditors by filing a voluntary petition in
bankruptcy or may be subject to an involuntary petition in
bankruptcy.


OVERSEAS SHIPHOLDING: Ian Blackley Replaces Myles Itkin as CFO
--------------------------------------------------------------
Overseas Shipholding Group, Inc., has implemented a reduction in
force intended to improve operational efficiencies in connection
with the Company's restructuring efforts.  As part of the
reduction in force, Myles R. Itkin has left the Company as
Executive Vice President, Chief Financial Officer and Treasurer of
the Company.

Captain Ian T. Blackley will serve as the Chief Financial Officer
and Treasurer of the Company effective immediately.  Mr. Blackley
has been the Senior Vice President and Head of International
Shipping Operations.

Mr. Blackley, age 58, joined the Company in 1991.  He has served
as Senior Vice President and Head of International Shipping
Operations since 2009 and as Managing Director and Chief Operating
Officer of OSG Ship Management (UK) Ltd. since 2005.  Prior to
2005, Mr. Blackley has held numerous operational and financial
positions including Assistant Treasurer and Vice President,
Treasury.  Mr. Blackley holds a diploma in Nautical Science from
Glasgow College of Nautical Studies and holds a Master Mariner
Class 1 license.

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OVERSEAS SHIPHOLDING: Oslo Asset Holds 5.7% Stake at April 10
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Oslo Asset Management ASA, OAM, disclosed
that, as of April 10, 2013, it beneficially owns 1,765,561 shares
of common stock of Overseas Shipholding Group, Inc., representing
5.71% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/PnIgb5

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OVERSEAS SHIPHOLDING: Affiliates File Schedules of Assets, Debts
----------------------------------------------------------------
Overseas Shipholding Group, Inc.'s debtor-affiliates filed with
the Bankruptcy Court their schedules of assets and liabilities,
disclosing:

     Debtor-Entity                 Assets         Liabilities
     -------------               -----------      -----------
OSG Car Carriers, Inc               $205,082         $217,940
OSG Clean Products Intl. Inc        $100,000               $0
OSG Columbia LLC                 $10,090,934       $9,355,338
OSG Constitution LLC              $1,070,347       $4,576,313
OSG Delaware Bay Lightering LLC $508,277,722      $89,173,406
OSG Discovery LLC                 $1,272,008         $508,422
OSG Endeavor LLC                          $0         $421,282
OSG Endurance LLC                $32,309,745      $15,683,688
OSG Enterprise LLC                $8,895,007       $8,449,244
OSG Financial Corp.               $9,419,620       $7,878,161
OSG Freedom LLC                   $2,312,363       $3,781,065
OSG Independence LLC              $7,189,574       $6,939,155
OSG International Inc         $3,863,497,291   $3,818,201,151
OSG Intrepid LLC                  $4,134,606       $7,313,667
OSG Liberty LLC                   $8,071,896       $9,376,373
OSG Lightering LLC              $131,074,317     $115,189,019
OSG Lightering Acquisition Co     $2,000,000       $1,999,000
OSG Lightering Solutions LLC      $4,216,331       $2,649,827
OSG Mariner LLC                           $0         $421,697
OSG Maritrans Parent LLC            $990,301     $120,143,045
OSG Navigator LLC                 $3,479,539       $6,831,270
OSG Product Tankers I, LLC                $0           $8,457
OSG Product Tankers, LLC                  $0          $15,610
OSG Product Tankers AVTC, LLC       $100,000               $0
OSG Product Tankers Member LLC        $1,360           $1,360
OSG Seafarer LLC                  $1,000,150         $369,540
OSG Valour LLC                    $1,163,401       $1,075,380
Pearlmar Limited                 $78,059,410      $37,326,370
Overseas Perseverance Corp          $382,583         $378,139
Petromar Limited                 $41,714,906      $14,518,813

Copies of the Schedules are available at:

* OSG Car Carriers, Inc
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgcar_sal.pdf
* OSG Clean Products Intl. Inc
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgclean_sal.pdf
* OSG Columbia LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgcolumbia_sal.pdf
* OSG Constitution LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgconstitution_sal.pdf
* OSG Delaware Bay Lightering LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgdelaware_sal.pdf
* OSG Discovery LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgdiscovery_sal.pdf
* OSG Endeavor LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgendeavor_sal.pdf
* OSG Endurance LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgendurance_sal.pdf
* OSG Enterprise LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgenterprise_sal.pdf
* OSG Financial Corp.
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgfinancial_sal.pdf
* OSG Freedom LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgfreedom_sal.pdf
* OSG Independence LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgindependence_sal.pdf
* OSG International Inc
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osginternational_sal.pdf
* OSG Intrepid LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgintrepid_sal.pdf
* OSG Liberty LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgliberty_sal.pdf
* OSG Lightering LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osglightering_sal.pdf
* OSG Lightering Acquisition Co
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osglighteringacquisition_sal.pdf
* OSG Lightering Solutions LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osglighteringsolutions_sal.pdf
* OSG Mariner LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgmariner_sal.pdf
* OSG Maritrans Parent LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgmaritrans_sal.pdf
* OSG Navigator LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgnavigator_sal.pdf
* OSG Product Tankers I, LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgproduct_sal.pdf
* OSG Product Tankers, LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgproducttankers_sal.pdf
* OSG Product Tankers AVTC, LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgproducttankersavtc_sal.pdf
* OSG Product Tankers Member LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgproducttankersmember_sal.pdf
* OSG Seafarer LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgseafarer_sal.pdf
* OSG Valour LLC
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgvalour_sal.pdf
* Pearlmar Limited
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_pearlmar_sal.pdf
* Overseas Perseverance Corp
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_perseverance_sal.pdf
* Petromar Limited
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_petromar_sal.pdf

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PACIFIC GOLD: Incurs $16.6 Million Net Loss in 2012
---------------------------------------------------
Pacific Gold Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$16.62 million on $165,816 of total revenue for the year ended
Dec. 31, 2012, as compared with a net loss of $1.38 million on
$121,401 of total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.45 million
in total assets, $15.06 million in total liabilities and a $13.61
million total stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/fpBSna

                        About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.


PGA FLYOVER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: PGA Flyover Corporate Park LLC
        3701 Catalfumo Way South
        Palm Beach Gardens, FL 33410

Bankruptcy Case No.: 13-18701

Chapter 11 Petition Date: April 17, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  SHRAIBERG, FERRARA, & LANDAU P.A.
                  2385 NW Executive Center Dr. #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  E-mail: bshraiberg@sfl-pa.com

Scheduled Assets: $15,408,685

Scheduled Liabilities: $41,493,054

The petition was signed by Daniel S. Catalfumo, manager.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
BBX, as successor to                             $40,933,342
Bank Atlantic
401 East Las Olas Blvd.
Suite 800
Fort Lauderdale, FL 33301

Frank, Weinberg & Black, PL                      $142,096
7805 SW 6th Court
Plantation, FL 33324

Seaside National Bank &                          $76,116
Trust
201 S. Orange Avenue
Suite 1350
Orlando, FL 32801

Body Details                                     $49,224

North Palm Neurosurgery, P.L.                    $32,679

Florida Department of Revenue                    $23,793

First Insurance Funding                          $17,276

Hope Health & Wellness                           $11,335

Special District Services Inc.                   $9,564

AGCS Marine Insurance Co.                        $6,270

Caler, Donten, Levine, Cohen,                    $5,185
Porter & Veil PA

Silvester Insurance                              $3,668

Architectural Design                             $2,500
Associates

Collingsworth, Alter Fowler &                    Unknown
French, LLC

Internal Revenue Service                         Unknown

Internal Revenue Service                         Unknown

Knight Fire & Security, Inc.                     Unknown

Latite Roofing LLC                               Unknown

Office of Attorney General                       Unknown
State of Florida

Palm Beach County                                Unknown
Tax Collector


PLAZA MEXICO: To Be Reinstated as Defendant in Workers' FLSA Suits
------------------------------------------------------------------
Two related actions were filed by current and former "front-of-
the-house workers" and "back-of-the house workers" of "Mama Mexico
restaurants" in 2009.  The actions allege various violations of
the Fair Labor Standards Act of 1938, 29 U.S.C. Sections 201-219,
and state laws by corporate employers Plaza Mexico, Inc.,
Piramides Mayas Inc., Mama Mexico Midtown Realty LLC, Shaddai Inc,
Mama Mexico Englewood Realty LLC and their two officers, Juan
Rojas Campos and Laura Chavez.

Plaza Mexico filed for Chapter 11 in December 2009. The assigned
district judge directed the Plaintiffs to file a motion to sever
Plaza Mexico, which was granted.  The assigned district judge
stated that the Plaintiffs have 20 days to amend their complaints,
without prejudice to reinstating Plaza Mexico as a named
defendant, depending on the outcome of the Bankruptcy Court
proceedings.

On October 6, 2010, the plaintiffs filed their amended complaints:

* TERESA LARA BENAVIDEZ, MARIA DE LOURDES GALVEZ, JAMIE HUERTA,
  FLORA ZURITA, MARIA DE LOURDES VASCONEZ ALARCON, LABRARMY
  GARCIA, and ESTEBAN NADER, on behalf of themselves and all
  others similarly situated, Plaintiffs, v. PIRAMIDES MAYAS INC.,
  MAMA MEXICO MIDTOWN REALTY LLC, SHADDAI INC., MAMA MEXICO
  ENGLEWOOD REALTY LLC, JUAN ROJAS CAMPOS, and LAURA CHAVEZ,
  Defendants, No. 09 Civ. 5076 (KNF), (S.D.N.Y.).

* GUILLERMO PAEZ, EMILIANO ESPINOZA, and PEDRO NASARIO, on behalf
  of themselves and all others similarly situated, Plaintiffs,
  v. PIRAMIDES MAYAS INC., MAMA MEXICO MIDTOWN REALTY LLC, SHADDAI
  INC., MAMA MEXICO ENGLEWOOD REALTY LLC, JUAN ROJAS CAMPOS, and
  LAURA CHAVEZ, Defendants, No. 09 Civ. 9574 (KNF), (S.D.N.Y.)

The magistrate judge authorized the FLSA collective action notice
on June 29, 2011. The notices to potential plaintiffs were mailed
on August 5, 2011, making November 3, 2011, the last day to
postmark signed opt-in consent forms to join the lawsuits.

The plaintiffs filed a motion for partial summary judgment on
December 16, 2011, pursuant to Rule 56 of the Federal Rules of
Civil procedure, against Piramides, Shaddai and Campos.  On
February 15, 2012, the magistrate judge granted the plaintiffs'
motion, finding that: (a) the "Defendants failed to pay overtime,
spread-of-hours pay, and uniform-related pay, including
reimbursement for purchasing and maintaining uniforms"; (b) the
"Defendants failed to inform Plaintiffs of the minimum wage laws,
their relation to the tip credit, and of their intention to take a
tip credit"; (c) the Defendants' violations were willful; (d) the
plaintiffs are entitled to liquidated damages under both FLSA and
New York law; and (e) Campos is the plaintiffs' employer under
FLSA.

Although the magistrate judge noted in a footnote that, "with
respect to the corporate Defendants, [the plaintiffs] contend that
they are in default," he did not make any determination on that
issue.

In May 2012, the Plaintiffs made a motion for an award of damages,
attorneys' fees and costs against Piramides, Shaddai and Campos.
Thereafter, the cases were reassigned to Magistrate Judge Kevin
Nathaniel Fox.  A damages inquest hearing was conducted on October
16 and 24, 2012.

On November 30, 2012, the plaintiffs requested that the Clerk of
Court "enter the attached Certificate of Default against
Defendants Piramides Mayas Inc., Mama Mexico Midtown Realty LLC,
Shaddai Inc., and Mama Mexico Englewood Realty LLC."  On the same
day, the Clerk of Court entered the default of the "Corporate
Defendants," based on their failure to engage counsel by December
5, 2011.

On March 6, 2013, the Court raised certain issues of concern with
the plaintiffs, namely: (a) the liability of Mama Mexico Midtown,
Mama Mexico Englewood and Chavez; (b) the exact number of opt-in
plaintiffs; (c) the status of an opt-in plaintiff, Kevin Santa;
and (d) the late opt-in notices.

On March 13, 2013, the Plaintiffs made a motion for judgment by
default, pursuant to Rule 55 of the Federal Rules of Civil
Procedure, against Mama Mexico Midtown and Mama Mexico Englewood.
On the same date, the plaintiffs submitted a letter to the Court,
stating that: (i) the "correct number of Plaintiffs is seventy-
four"; (ii) the opt-in plaintiff Kevin Santa was reinstated after
he was erroneously terminated; and (iii) opt-in consent notices
for five plaintiffs should be deemed timely submitted; and (iv)
although Juan Chino and Nestor Sanchez did not submit timely opt-
in consent forms, the Court should exercise its discretion to
extend their filing deadlines.

The Plaintiffs made a "Motion to Amend the Complaints to Reinstate
Plaza Mexico, Inc. as a Defendant, . . . pursuant to Federal Rules
of Civil Procedure 15(a)(2), 20(a)(2), and 21," on March 19, 2013,
because the Bankruptcy Court dismissed Plaza Mexico's petition on
March 6, 2013. Thereafter, the plaintiffs made a motion to dismiss
claims against Laura Chavez.

On April 16, 2013, Magistrate Judge Fox ruled that the amended
complaints supersede the third-amended complaint and the first-
amended complaint; and the February 15, 2012 Memorandum and
Opinion and Order granting partial summary judgment to the
plaintiffs, based on the superseded complaints, is void.

Magistrate Judge Fox granted the Plaintiffs' motion to amend the
complaints, and directed the Plaintiffs to file and serve the
amended complaints on all Defendants named in the amended
complaints.

The Court further held that the Plaintiffs' motions for judgment
by default; to dismiss claims against Laura Chavez; and for an
award of damages, attorneys' fees and costs, are moot.

A copy of the Court's April 16, 2013 Memorandum and Order is
available at http://is.gd/kY5Wutfrom Leagle.com.


PLAZE INC: Moody's Rates Proposed $275MM Proposed Debt 'B2'
-----------------------------------------------------------
Moody's Investors Services assigned Plaze, Inc. a B2 Corporate
Family Rating and a B3-PD probability of default rating. Moody's
also assigned B2 ratings to the company's proposed senior secured
credit facilities, including $25 million revolving credit
facilities due 2018, $182 million term loans due 2019, and a $68
million delayed draw term loan due 2019. The ratings outlook is
stable. This is a first-time rating for the company.

Proceeds from the proposed bank credit facilities will be used to
refinance the company's existing senior secured debt obligations.
The PDR and ratings on the credit facilities reflect Moody's
expectation that the existing $65 million subordinated notes will
be repaid with proceeds from the proposed delayed draw term loan
within the next 1-2 years.

Ratings assignments:

Issuer: Plaze, Inc.

Corporate family rating of B2

Probability of default rating of B3-PD

Proposed $20 million U.S. senior secured revolving credit
facility due 2018, at B2 (LGD3-35%)

Proposed $163 million U.S. senior secured term loan due 2019, at
B2 (LGD3-35%)

Proposed $68 million U.S. senior secured revolving delayed draw
term loan due 2019, at B2 (LGD3-35%)

Stable ratings outlook

Issuer: K-G Spray-Pak, Inc.

Proposed CAD5 million Canadian senior secured revolving credit
facility due 2018, at B2 (LGD3-35%)

Proposed CAD19 million Canadian senior secured term loan due
2019, at B2 (LGD3-35%)

The ratings are contingent upon the receipt and review of final
documentation.

Ratings Rationale:

The B2 CFR reflects Plaze's small scale, niche focus in the mature
and highly competitive North American aerosol market, and
relatively high leverage. Moody's expects year-end 2013
debt/EBITDA of 6 times (high 4 times excluding Moody's adjustment
for preferred stock), and interest coverage of 2 times
EBITA/interest expense (mid 2 times excluding Moody's adjustment
for preferred stock). The rating benefits from the stability of
demand in many of the company's end markets, including household
products and personal care, long-standing relationships with a
diversified customer base, and a good competitive position
relative to smaller specialty aerosol manufacturers.

The stable outlook reflects Moody's expectations of low- to mid-
single digit organic earnings growth and the realization of
synergies from the executed integration activities following the
company's recent acquisitions.

The ratings could be downgraded if Moody's-adjusted leverage
(including preferred stock) is sustained above 6 times or free
cash flow/debt declines to the low-single-digit percent range.
Negative ratings pressure would also arise if Plaze loses
significant customer accounts, executes sizeable debt-financed
acquisitions or other shareholder-friendly activities including
common or preferred equity dividend payouts, or if the company's
liquidity deteriorates.

The ratings could be upgraded if the company demonstrates a
commitment to a more conservative financial policy, including
leverage sustained below 4.5 times Moody's-adjusted debt/EBITDA
(including preferred stock), and improves its liquidity profile.

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

Plaze, Inc. is a manufacturer of specialty aerosols, including
cleaners, disinfectants, lubricants, air fresheners,
antiperspirants, sunscreen, polishes, adhesives, insecticides and
others, for the North American market. The company has been
controlled by Olympus Partners since its 2011 purchase from AEA
Investors. Plaze generated revenues of approximately $331 million
in 2012.


POWELL STEEL: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Powell Steel Corporation filed with the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania its schedules of assets and
liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property               $845,000
B. Personal Property         $2,053,040
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                    $3,569,547
E. Creditors Holding
   Unsecured Priority
   Claims                                            $1,159,862
F. Creditors Holding
   Unsecured Non-priority
   Claims                                            $2,481,333
                         --------------          --------------
TOTAL                        $2,898,040              $7,210,743

                         About Powell Steel

Powell Steel Corporation, located in Lancaster, Pennsylvania, is a
progressive structural steel fabricator and erector equipped with
state-of-the-art fabrication and welding equipment.  Powell has a
67,000 square foot facility capable of fabricating in excess of
300 tons of steel per week.

Powell Steel filed a Chapter 11 petition (Bankr. E.D. Pa. Case No.
13-11275) in Philadelphia on Feb. 13, 2013, estimating at least
$10 million in assets and liabilities.


POWELL STEEL: U.S. Trustee Unable to Appoint Creditors Committee
----------------------------------------------------------------
The United States Trustee was unable to appoint a Committee of
Creditors in the Chapter 11 case of Powell Steel Corporation
because no unsecured creditor was interested to serve.

Powell Steel Corporation, located in Lancaster, Pennsylvania, is a
progressive structural steel fabricator and erector equipped with
state-of-the-art fabrication and welding equipment.  Powell has a
67,000 square foot facility capable of fabricating in excess of
300 tons of steel per week.

Powell Steel filed a Chapter 11 petition (Bankr. E.D. Pa. Case No.
13-11275) in Philadelphia on Feb. 13, 2013, estimating at least
$10 million in assets and liabilities.


PUERTO DEL REY: Files Amended Schedules of Assets & Liabilities
---------------------------------------------------------------
Puerto del Rey, Inc., aka Marina Puerto Del Rey, filed with the
U.S. Bankruptcy Court for the District of Puerto Rico its
schedules of assets and liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property            $89,574,000
B. Personal Property        $10,372,188
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                   $43,230,500
E. Creditors Holding
   Unsecured Priority
   Claims                                               $90,000
F. Creditors Holding
   Unsecured Non-priority
   Claims                                            $1,302,869
                         --------------          --------------
TOTAL                       $99,946,188             $44,623,369

                       About Puerto del Rey

Puerto del Rey, Inc., owner of the Puerto Del Rey Marina, filed
a petition for Chapter 11 protection (Bankr. D.P.R. Case No.
12-10295) on Dec. 28, 2012, in Old San Juan, Puerto Rico, owing
$43 million to secured lender First Bank Puerto Rico Inc.  The
22-acre facility in Fajardo, Puerto Rico, has 918 wet slips and
dry storage for 600 boats.  Bankruptcy was designed to forestall
creditors from attaching assets.  The Debtor disclosed assets of
$99.8 million and liabilities totaling $44.4 million.


RAJON REALTY: Case Summary & 2 Unsecured Creditors
--------------------------------------------------
Debtor: Rajon Realty Corporation
        106 Evansville Avenue
        Meriden, CT 06451

Bankruptcy Case No.: 13-30682

Chapter 11 Petition Date: April 16, 2013

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Eric S. Goldstein, Esq.
                  Kathleen M. LaManna, Esq.
                  SHIPMAN & GOODWIN LLP
                  One Constitution Plaza
                  Hartford, CT 06103
                  Tel: (860) 251-5059
                  Fax: (860) 251-5312
                  E-mail: egoldstein@goodwin.com
                          klamanna@goodwin.com

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

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

A copy of the Company's list of two largest unsecured creditors is
available for free at http://bankrupt.com/misc/ctb13-30682.pdf

The petition was signed by R. Bruce Andrews, director.


RAM OF EASTERN N.C.: Taps Pittard Perry as Accountant
-----------------------------------------------------
RAM of Eastern North Carolina, LLC, seeks court permission to
employ Pittard Perry & Crone, Inc., of New Bern, North Carolina,
as its accountant.

The Firm will be retained to prepare the Debtor's tax returns and
providing general tax consulting and advice. The Debtor has chosen
the Firm because it is experienced in these matters and is well
qualified to perform the work required in the case.

The Firm understands that compensation can only be paid to the
Firm after notice to creditors and approval by the Court pursuant
to the Bankruptcy Administrator's guidelines.  Services shall be
rendered at the hourly rate of $220.

The Firm attests that it and all its members are "disinterested"
as the term is defined in Section 101 of the Bankruptcy Code.

                About RAM of Eastern North Carolina

RAM of Eastern North Carolina, LLC, formerly Grantham Crossing,
LLC, filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
13-01125) in Wilson, North Carolina, on Feb. 21, 2013.

The Debtor, which owns commercial and residential rental
properties in Craven and Carteret Counties, North Carolina,
disclosed $11.7 million in total assets and $7.70 million in total
liabilities in its schedules.

George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as
bankruptcy counsel to the Debtor.


RESIDENTIAL CAPITAL: Noteholders Want to Sue With Committee
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that holders of about $1 billion in Residential Capital
LLC notes filed papers seeking permission to sue alongside the
ResCap creditors' committee for recovery of fraudulent transfers.

According to the report, Wilmington Trust Co., in its role as
indenture trustee, contends that the committee more represents
ResCap operating company creditors and therefore cannot adequately
stand up for noteholders with claims against the holding company.
Like the committee, the noteholders look to sue ResCap's non-
bankrupt parent Ally Financial Inc. on grounds that Ally Bank was
the "most significant asset" until it was transferred away. The
committee also charges that some liabilities of ResCap to the
parent aren't "legitimate debts."

The report recounts that the committee earlier filed papers
looking for permission to sue and hold Ally Financial liable for
all of ResCap's $20 billion to $25 billion in unsecured debt.

The indenture trustee says it's willing to sue alongside the
committee in whatever court the creditors' suit is filed.  The
committee doesn't intend to file its suit until after the examiner
issues his report on May 13.  The complaint will include claims
known as veil piercing, fraudulent transfer, and equitable
subordination, where other creditors would be paid before Ally
receives any recovery on its claims, the committee said.

The committee was asking for an April 30 hearing on its motion,
while the noteholders' motion is currently set for a May 14
hearing.

                    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: Gets Final Court Approval for $250-Mil. DIP Financing
---------------------------------------------------------------
Revel AC Inc. on April 18 disclosed that the U.S. Bankruptcy Court
for the District of New Jersey (Camden) has entered a final order
to approve Revel's approximate $250 million debtor-in-possession
financing to help support and maintain its day-to-day operations
throughout its previously announced financial restructuring.
Approximately $42 million of the DIP financing constitutes new
money commitments and approximately $208 million constitutes
prepetition debt.

Additionally, the Bankruptcy Court granted final orders to the
motions approved during the first day hearings on March 27, 2013.
These orders enable Revel to continue paying employee wages and
benefits, taxes, insurance, and vendors in the ordinary course of
business, as well as honor outstanding customer loyalty cards,
programs and obligations, and continue using its existing bank
accounts in the ordinary course of business.

In addition to these orders, Judge Judith Wizmur also approved a
settlement with the City of Atlantic City, which wholly resolves a
prepetition property tax dispute.

Jeffrey Hartmann, Revel's Interim Chief Executive Officer,
commented on [Thurs]day's hearing, "The final orders granted today
are another positive milestone in our financial restructuring.  We
look forward to emerging from this process positioned for long-
term success with a right-sized balance sheet, greater casino
floor appeal, and the ability to continue providing our guests
with a personalized Revel experience."

Revel's prepackaged Chapter 11 plan, which has been unanimously
accepted by creditors voting on the plan, will reduce Revel's debt
by over 82% upon court approval.  The restructuring is not
expected to impact Revel's guests, employees or vendors.
Throughout the restructuring, Revel intends to continue normal
business operations.  All services, guest loyalty plans and
promotions, dining, scheduled entertainment, programming and
events will continue to move forward without change or
interruption.  The Company expects to emerge from Chapter 11 by
early summer.

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.

                           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: Casino's Tax Assessment Fixed at $1.15 Billion
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Revel casino in Atlantic City, New Jersey,
received final approval Thursday for a $250 million secured loan,
including $42 million in fresh cash.

According to the report, the casino also filed papers to disband
the official unsecured creditors' committee that was formed
April 16.  The casino said it would be "absurd" to have a
committee when unsecured creditors will be paid in full under a
plan scheduled for approval in three weeks.

Revel also received court approval for settlement of a tax
assessment dispute with the city of Atlantic City.  In return for
dropping claims for refunds for 2011 and 2012, the assessment for
2013 through 2015 will be fixed at $1.15 billion.

                          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.


REVOLUTION DAIRY: Court OKs Hiring of Genske Mulder as Accountants
------------------------------------------------------------------
Revolution Dairy LLC, Highline Dairy LLC, and Robert and Judith
Bliss obtained court permission to employ Genske, Mulder & Co.,
LLP as accountants.

The Troubled Company Reporter reported on Feb. 6, 2013, that each
of the Debtors requires the assistance of outside accounting
professionals familiar with the dairy industry to, among other
things, prepare initial and ongoing operating reports and
financial statements; review existing financial statements;
prepare projections; advise the Debtors' salaried accounting
staff and legal counsel on matters involving reporting and
planning; and prepare tax returns.

The total pre-petition amounts paid by the Debtors to Genske
Mulder on account of antecedent debts is $5,800 per Debtor --
which insulates such payments from preference liability under
11 U.S.C. Sec. 547(c)(9).

As a condition to employment, Genske Mulder has required payment
of (and the Debtors have agreed to fund) an initial post-petition
retainer of $3,000 per estate and an additional $3,000 retainer
per estate/per month to be held by Genske Mulder as security for
payment of fees and reimbursement of expenses that are allowed by
the Court pursuant to application under 11 U.S.C. Sec. 330.

Genske Mulder will seek allowance of its fees at its normal hourly
billing rates ranging between $280 (for partners) and $125 (for
staff).  The firm will also seek reimbursement of actual,
necessary out-of-pocket costs incurred.

                      About Revolution Dairy

Revolution Dairy LLC is one of the largest dairy farms in Utah.
Revolution Dairy and affiliate Highline Dairy, LLC, filed bare-
bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and
13-20771) in Salt Lake City on Jan. 27, 2013.  Each of the Debtors
estimated $10 million to $50 million in assets and liabilities.

Managers of Revolution and Highline -- Robert and Judith Bliss --
also sought Chapter 11 protection (Case No. 13-20772).

Revolution Dairy, LLC, is represented by Prince, Yeates &
Geldzahler.  Highline Dairy is represented by Parsons Kinghorn &
Harris.  Robert and Judith Bliss are represented by Berry & Tripp.

The Debtors have sought joint administration of their cases.


REVOLUTION DAIRY: Court Okays Hiring of Prince Yeates as Counsel
----------------------------------------------------------------
Revolution Dairy LLC obtained approval from the Bankruptcy Court
to hire the law firm of Prince, Yeates and Geldzahler as
bankruptcy counsel.

The Troubled Company Reporter reported on Feb. 6, 2013, that the
Debtor requires the assistance of bankruptcy counsel to advise
the Debtor regarding its obligations and requirements of the
Bankruptcy Code, and to represent the Debtor in negotiations with
respect to issues of cash collateral, executory contracts,
avoidance actions, plan preparation, and confirmation and all
other legal issues.

The normal billing rates for professionals range from $210 to $370
per hour for shareholders, $185 to $225 per hour for associates,
and $125 to $140 per hour for para-professionals.

Before the bankruptcy filing, the Debtor placed $10,000 with
Prince Yeates as retainer.

The Debtor assured the Court that Prince Yeates is disinterested
within the meaning of 11 U.S.C. Sec. 101(14).

                      About Revolution Dairy

Revolution Dairy LLC is one of the largest dairy farms in Utah.
Revolution Dairy and affiliate Highline Dairy, LLC, filed bare-
bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and
13-20771) in Salt Lake City on Jan. 27, 2013.  Each of the Debtors
estimated $10 million to $50 million in assets and liabilities.

Managers of Revolution and Highline -- Robert and Judith Bliss --
also sought Chapter 11 protection (Case No. 13-20772).

Revolution Dairy, LLC, is represented by Prince, Yeates &
Geldzahler.  Highline Dairy is represented by Parsons Kinghorn &
Harris.  Robert and Judith Bliss are represented by Berry & Tripp.

The Debtors have sought joint administration of their cases.


REVOLUTION DAIRY: Committee Taps Snell & Wilmer as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Revolution Dairy
LLC, Highline Dairy LLC, and Robert and Judith Bliss's bankruptcy
cases seeks court permission to retain Snell & Wilmer L.L.P. as
its counsel effective February 9, 2013.

The professional services to be rendered by S&W for the Committee
include, but are not necessarily limited to:

   (a) representing the Committee in its analysis of and
       consultations with the Debtors concerning the operation
       and/or liquidation of the Debtors' businesses and assets
       and the administration of the Cases;

   (b) assisting the Committee with the investigation of acts,
       conduct, assets and liabilities that may impact the
       Debtors' businesses and the administration of the Cases;

   (c) representing the Committee and the interests of unsecured
       creditors in, negotiations toward, and confirmation and
       consummation of, any reorganization plan or liquidating
       plan;

   (d) representing the Committee and the interests of unsecured
       creditors as a whole; and

   (e) performing all other necessary legal services that are in
       the best interest of the Committee and the unsecured
       creditors of the Debtors.

S&W, however, will not represent the Committee in actions adverse
to these creditors in the Cases because the Firm represents, or
has represented, these creditors, or affiliated entities, in
matters not related to the Debtors' Cases: Wells Fargo Financial
Leasing, Firmco, and Firmco Leasing.

The Committee understands that David E. Leta, Troy J. Aramburu,
Brock N. Worthen, and Blakely J. Denny will be primarily
responsible for the Committee's representation in the Debtors'
Cases. Mr. Leta will bill at a discounted hourly billing rate of
$450. Mr. Aramburu will bill at a discounted hourly rate of $335.
Mr. Worthen's hourly rate is $240, and Ms. Denny's hourly rate is
$200.

S&W has disclosed several other connections it has with the
Debtors, creditors, any other parties in interest, their attorneys
and accountants, the United States trustee or any persona employed
in the office of the United States trustee.

                      About Revolution Dairy

Revolution Dairy LLC is one of the largest dairy farms in Utah.
Revolution Dairy and affiliate Highline Dairy, LLC, filed bare-
bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and
13-20771) in Salt Lake City on Jan. 27, 2013.  Each of the Debtors
estimated $10 million to $50 million in assets and liabilities.

Managers of Revolution and Highline -- Robert and Judith Bliss --
also sought Chapter 11 protection (Case No. 13-20772).

Revolution Dairy, LLC, is represented by Prince, Yeates &
Geldzahler.  Highline Dairy is represented by Parsons Kinghorn &
Harris.  Robert and Judith Bliss are represented by Berry & Tripp.

The Debtors have sought joint administration of their cases.


RHP HOTEL: S&P Assigns 'BB' Rating to $1BB Sr. Secured Debt
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned Nashville, Tn.-based
RHP Hotel Properties LP's $1 billion senior secured credit
facility (consisting of a $700 million revolver and a $300 million
term loan due 2017) its 'BB' issue-level rating, with a recovery
rating of '1', indicating S&P's expectation for very high (90% to
100%) recovery for lenders in the event of a payment default.
Parent Ryman Hospitality Properties Inc. is the guarantor of the
facility.  The company is refinancing its current $925 million
credit facility and will use the facility for general corporate
purposes.  S&P plans to publish a full recovery report as soon as
practical following this release.

S&P's corporate credit rating on Ryman Hospitality Properties Inc.
reflects its assessment of the company's business risk profile as
"weak" and its assessment of the company's financial risk profile
as "aggressive," according to its criteria.  S&P's assessment of
Ryman's business risk profile reflects its limited asset diversity
and small hotel portfolio.  The company has good quality
properties that target group and convention customers, providing
some advance booking visibility and partly offsetting business
risks.

S&P's assessment of Ryman's financial risk profile as "aggressive"
reflects its belief that EBITDA coverage of interest expense will
be strong, above 4x, and total lease-adjusted debt to EBITDA will
be in the mid-4x area at the end of 2013.  S&P's measure of EBITDA
also includes the interest income received from the Prince
George's County bonds that Ryman holds.

RATINGS LIST

Ryman Hospitality Properties Inc.
Corporate Credit Rating          B+/Stable/--

New Ratings

RHP Hotel Properties LP
$700M revolver due 2017         BB
   Recovery Rating               1
$300M term loan due 2017        BB
   Recovery Rating               1


RIVER CANYON: Court Approves Christopher L. Richardson as Mediator
------------------------------------------------------------------
River Canyon Real Estate Investments, LLC, sought and obtained
court permission to employ and compensate Christopher L.
Richardson, Esq., a partner at Davis Graham & Stubbs LLP, as
Mediator, nunc pro tunc to February 25, 2013.

The Debtor, Ravenna Metropolitan District, United Water &
Sanitation District and Colorado BondShares submitted their
various disputes to a two-day mediation held March 6-7, 2013.

Mr. Richardson's law firm will bill for his services at the rate
of $450 per hour. In addition, Mr. Richardson will use the
occasional assistance of Marilyn Moll, a bankruptcy paralegal in
the firm.  Ms. Moll's billing rate is $200 per hour. The fees of
DGS will be split equally between the four parties.

The Debtor assured the Court that neither Mr. Richardson nor other
lawyers at DGS holds or represents any interest adverse to the
Debtor or the bankruptcy estate and the firm is a "disinterested
person" as that term is defined in 11 U.S.C. Section 101(14).

                     Valuation of Properties

The U.S. Bankruptcy Court for the District of Colorado at the end
of March determined the value of security on certain properties
owned by River Canyon Real Estate Investments, LLC.  A copy of the
document setting forth the valuation of the properties is
available for free at
http://bankrupt.com/misc/RIVERCANYON_value.pdf

The Debtor has submitted corrections to the exhibits and
represented that counsel for United & Water Sanitation District,
while still disagreeing to the valuation methodology, has no
objection to the submitted corrections or the form of the order.
A copy of the document is available for free at
http://bankrupt.com/misc/RIVERCANYON_value.pdf

The Debtor has also requested for sanctions pursuant to March 4,
2013 minute order.  The Debtor requested imposition of the
following sanctions:

   -- an award of the Debtor's attorneys' fees incurred in
      connection with the motion by United Water, which fees total
      $6,810; and,

   -- an order deeming that United's failure to file a valuation
      motion with a valuation figure specified in it to be a
      waiver of United's right to make an election pursuant to
      Sec. 1111(b).

The total amount requested includes an additional $525 for the
fees incurred in preparing the within request.

                        About River Canyon

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.  River Canyon filed a Chapter 11 petition (Bankr. D. Colo.
Case No. 12-20763) on May 23, 2012, in Denver as part of its
settlement negotiations with lender Beal Bank Nevada, and to
preserve the value of its assets.  At Beal Bank's behest, Cordes &
Company was named, effective Oct. 15, 2010, as receiver for the
643-acre real estate development with golf course in Douglas
County, Colorado.  The Debtor disclosed assets of $19.7 million
and liabilities of $45.3 million in its schedules.  The property
and golf course are estimated to be worth $11 million, and secures
a $45 million debt.  Judge Elizabeth E. Brown presides over the
case.  The Debtor is represented by Sender & Wasserman, P.C., as
its Chapter 11 counsel.  Alan Klein, Glenn Jacks, Dan Hudick, and
Bill Hudick own most of the Debtor.  Mr. Jacks, which has a 12.8%
membership interest, signed the Chapter 11 petition.

Richard A. Wieland, the U.S. Trustee for Region 19, was unable to
form an official committee of unsecured creditors because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint such a committee should
interest develop among the creditors.


SAN DIEGO HOSPICE: Committee Given Plan-Filing Rights
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that San Diego Hospice & Palliative Care Corp. defused
a request by the creditors' committee for appointment of a
Chapter 11 trustee by giving the panel joint control over sale of
the unused 24-bed hospice facility.

According to the report, unless the committee and company agree on
a reorganization plan, the committee will have the right to file a
Chapter 11 plan after May 1.

At the auction, Scripps Health will make the first bid of
$10.7 million.  Under revised procedures, competing bids are due
April 26, followed by an April 30 auction and a hearing the same
day for sale approval.

The company agreed that the committee can have joint control over
the sale process, including the selection of the winning bid.  If
there's disagreement, the judge will pick the winner.

                       About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Cal. Case No. 13-01179) in San Diego on
Feb. 4, 2013.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

The Debtor scheduled $20,369,007 in total assets and $14,888,058
in total liabilities.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.


SCIENTIFIC LEARNING: Completes Debt Placement of $4.6 Million
-------------------------------------------------------------
Scientific Learning Corporation had completed a private placement
of $4.6 million in aggregate principal amount of subordinated debt
securities and completed the renegotiation of covenants under its
line of credit with Comerica Bank.

"Completing these arrangements strengthens our balance sheet and
puts us in a strong position going forward, with $8.6 million of
available financing," said Robert Bowen, Chairman and CEO.  "We
appreciate the support of our investors and Comerica."

The Company sold subordinated notes that mature in two years and
accrue interest at a rate equal to 12% per annum.  In conjunction
with the debt, the Company will issue warrants to purchase
approximately 1.8 million shares of its common stock with an
exercise price of $1.03 per share.  The purchasers of the notes
are current shareholders, directors and officers.

The securities offered in the private placement have not been
registered under the Securities Act of 1933, as amended or
applicable state securities laws.  Accordingly, the securities may
not be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such
applicable state securities laws.

Additional information can be obtained at http://is.gd/yefj2f

               About Scientific Learning Corporation

Scientific Learning is an education company.  The Company
accelerates learning by applying proven research on how the brain
learns in online and on-premise software solutions.  The Company
provides its learning solutions primarily to United States K-12
schools in traditional brick-and-mortar, virtual or blended
learning settings and also to parents and learning centers, in
more than 40 countries around the world.  The Company's sales are
concentrated in K-12 schools in the U.S., which in during the year
ended December 31, 2011 were estimated to total over 116,000
schools serving approximately 55 million students in almost 14,000
school districts. During the year ended Dec. 31, 2011, the K-12
sector accounted for 87% of the sales of the Company.

The Company's balance sheet at Dec. 31, 2012, showed $13.05
million in total assets, $18.28 million in total liabilities and a
$5.22 million net capital deficiency.

Scientific Learning incurred a net loss of $9.65 million in 2012,
as compared with a net loss of $6.47 million in 2011.

Ernst & Young LLP, in San Jose, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company's recurring losses from operations, deficiency in
working capital and its need to raise additional capital raise
substantial doubt about its ability to continue as a going
concern.


SCOOTER STORE: Socked With Lawsuit for Mass Firings
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Scooter Store Inc. wasn't even in Chapter 11
reorganization a full day before an employee filed suit contending
the supplier of power wheelchairs and scooters fired more than
1,000 workers without 60 days' notice required by federal labor
law known as the Warn Act.

According to the report, the complaint, filed in U.S. Bankruptcy
Court in Wilmington, Delaware, describes how 1,200 employees were
put on "indefinite unpaid furlough" on March 8.  Eleven days later
they were told by letter they were being "terminated" formally.
Some workers were brought back, the complaint said.  The plaintiff
is asking the judge to handle the complaint as a class suit on
behalf of all workers who lost their jobs.

The report notes that the U.S. Court of Appeals in New Orleans
handed down a decision in late March concluding that class suits
may be necessary if the bankrupt company contests liability for
mass layoffs under the Warn Act.  If the only question is the
calculation of each worker's claim, then a class suit may be
unnecessary, the opinion said in a case called Teta v. Chow.  The
decision from the Fifth Circuit in New Orleans isn't binding on
the bankruptcy court in Delaware.

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

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.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.

The company is 66.8 percent owned by Sun Capital Partners Inc.,
owed $40 million on a third lien.  In addition to Sun's debt and
$25 million on a second lien owing to Crystal Financial LLC, there
is a $25 million first-lien revolving credit owing to CIT
Healthcare LLC as agent.  Crystal is providing $10 million in
financing for bankruptcy.


SCOOTER STORE: Meeting to Form Creditors' Panel on April 25
-----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on March 6, 2012, at 1:00 p.m. in
the bankruptcy cases of The SCOOTER Store Holdings, Inc., et al.
The meeting will be held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

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.


SCOOTER STORE: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The SCOOTER Store Holdings, Inc.
        1650 Independence Drive
        New Braunfels, TX 78132

Bankruptcy Case No.: 13-10904

Affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                             Case No.
     ------                             --------
The SCOOTER Store - Albuquerque, LLC    13-10907
The SCOOTER Store - Atlanta, LLC        13-10908
The SCOOTER Store - Austin, Ltd.        13-10909
The SCOOTER Store - Baltimore, LLC      13-10910
The SCOOTER Store - Baton Rouge, LLC    13-10911
The SCOOTER Store - Birmingham, LLC     13-10912
The SCOOTER Store - Boca Raton, LLC     13-10913
The SCOOTER Store - Boston, LLC         13-10914
The SCOOTER Store - Charleston, LLC     13-10915
The SCOOTER Store - Charlotte, LLC      13-10916
The SCOOTER Store - Chicago, LLC        13-10917
The SCOOTER Store - Concord, LLC        13-10918
The SCOOTER Store - Dallas, Ltd.        13-10919
The SCOOTER Store - Dayton, LLC         13-10920
The SCOOTER Store - Denver, LLC         13-10921
The SCOOTER Store - Des Moines, LLC     13-10922
The SCOOTER Store - Detroit, LLC        13-10923
The SCOOTER Store - Grand Rapids, LLC   13-10924
The SCOOTER Store - Green Bay, LLC      13-10925
The SCOOTER Store - Greenville, LLC     13-10926
The SCOOTER Store - Hartford, LLC       13-10927
The SCOOTER Store - Houston, Ltd.       13-10929
The SCOOTER Store - Indianapolis, LLC   13-10930
The SCOOTER Store - Jackson, LLC        13-10931
The SCOOTER Store - Jacksonville, LLC   13-10932
The SCOOTER Store - Kansas City, LLC    13-10933
The SCOOTER Store - Knoxville, LLC      13-10934
The SCOOTER Store - Las Vegas, LLC      13-10935
The SCOOTER Store - Levittown, LLC      13-10936
The SCOOTER Store - Lincoln, LLC        13-10937
The SCOOTER Store - Little Rock, LLC    13-10938
The SCOOTER Store - Los Angeles, LLC    13-10939
The SCOOTER Store - Louisville, LLC     13-10940
The SCOOTER Store - Lubbock, Ltd.       13-10941
The SCOOTER Store - Madison, LLC        13-10942
The SCOOTER Store - Minneapolis, LLC    13-10944
The SCOOTER Store - Mobile, LLC         13-10945
The SCOOTER Store - Nashville, LLC      13-10946
The SCOOTER Store - Oklahoma City LLC   13-10947
The SCOOTER Store - Orlando, LLC        13-10948
The SCOOTER Store - Paterson, LLC       13-10949
The SCOOTER Store - Philadelphia, LLC   13-10951
The SCOOTER Store - Phoenix, LLC        13-10952
The SCOOTER Store - Pittsburgh, LLC     13-10953
The SCOOTER Store - Portland, LLC       13-10954
The SCOOTER Store - Raleigh Durham LLC  13-10955
The SCOOTER Store - Richmond, LLC       13-10956
The SCOOTER Store - Rochester, LLC      13-10957
The SCOOTER Store - Sacramento, LLC     13-10958
The SCOOTER Store - Salt Lake City LLC  13-10959
The SCOOTER Store - San Antonio, Ltd.   13-10960
The SCOOTER Store - San Diego, LLC      13-10961
The SCOOTER Store - San Francisco, LLC  13-10962
The SCOOTER Store - Schenectady, LLC    13-10963
The SCOOTER Store - Seattle, LLC        13-10964
The SCOOTER Store - Shreveport, LLC     13-10965
The SCOOTER Store - Springfield, LLC    13-10966
The SCOOTER Store - St. Louis, LLC      13-10967
The SCOOTER Store - Toledo, LLC         13-10968
The SCOOTER Store - Tulsa, LLC          13-10969
The SCOOTER Store - West Virginia, LLC  13-10970
The SCOOTER Store - Wichita, LLC        13-10972
The SCOOTER Store - Wilkes-Barre, LLC   13-10973
The SCOOTER Store, Inc.                 13-10974
The SCOOTER Store, USA, Inc.            13-10975
The SCOOTER Store Development, LLC      13-10976
The SCOOTER Store Financial
  Services, LLC                         13-10977
The SCOOTER Store Aviation, LLC         13-10978
TSS Management Company, Inc.            13-10979
TSS Investments, Inc.                   13-10980
The SCOOTER Store, Ltd.                 13-10981

Chapter 11 Petition Date: April 15, 2013

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtors' Counsel: Robert S. Brady, Esq.
                  Kenneth J. Enos, Esq.
                  Andrew L. Magaziner, Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  E-mail: bankfilings@ycst.com

                         - and -

                  MORGAN, LEWIS & BOCKIUS LLP


Debtors'
Financial
Advisors:         MORGAN JOSEPH TRIARTISAN, LLC

                         - and -

                  ALIXPARTNERS LLC

Debtors'
Claims and
Notice Agent:     EPIQ BANKRUPTCY SOLUTIONS LLC


Lead Debtor's
Estimated Assets: $1,000,001 to $10,000,000

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

The petitions were signed by Charles Lowrey, authorized
representative.

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Center for Medicare and                          $19,500,000
Medicaid Services (CMS)
7500 Security Blvd.
Baltimore, MD 21244

Pride Mobility Products                          $15,910,141
182 Susquehanna Avenue
Exeter, PA 18643

Shoprider Mobility                               $7,973,870
Products, Inc.
21184 Figueroa St.
Carson, CA 90745

A.Eicoff & Co.                                   $3,982,032
401 North Michigan Avenue
Attn: Al Williamson
Chicago, IL 60611

Bank of America                                  $1,497,305
P.O. Box 60073
City of Industry, CA 91716

New Braunfels Industrial                         $1,353,551
Development Corp. (NBIDC)
901 Main Street, 66th Flr.
Dallas, TX 75202

Harmar Mobility                                  $1,205,587
2075-47th Street
Sarasota, FL 34234

Sunrise Medical                                  $1,043,255
Wachovia Bank
Lock Box# 933056 3585
Hapeville, GA 30354

Microsoft Licensing, GP                          $701,771
P.O. Box 405874
Atlanta, GA 30384

American Express                                 $566,455
P.O. Box 650448
Dallas, TX 75265

Go Local, LLC                                    $563,746
P.O. Box 15
McNeil, TX 78651

Google Adwords                                   $500,188
1600 Ampitheatre Parkway
Mountain View, CA 94043

Bain & Company                                   $485,221
Bank of America
P.O. Box 11321
Boston, MA 02211

Aerotek Professional                             $421,882
Cred Card
3689 Collection Center
Drive
Chicago, IL 60693

RR Donnelley                                     $330,106
P.O. Box 730216
Dallas, TX 75373

Universal Power Group                            $278,458
P.O. Box 670725
Dallas, TX 75267

Wheels Inc.                                      $269,016
P.O. Box 96336
Chicago, IL 60693

I-Behavior, Inc.                                 $208,706
Wells Fargo Lockbox
P.O. Box 209028
Dallas, TX 75395

Yahoo, Inc.                                      $206,943
P.O. Box 89-4147
Los Angeles, CA 90189

CENVEO                                           $203,131
P.O. Box. 802035
Chicago, IL 60680

Sun Capital Partners                             $199,597
Management V, LLC

Drive Medical Design &                           $197,171
Manufacturing

Episilon Data Mgmt                               $183,263

Amylior, Inc.                                    $172,780

Direct Agents, Inc.                              $132,590

The Comfort Company, Inc.                        $127,669

CISCO Systems                                    $114,413

Q Interactive, Inc.                              $113,978

Presidio Network                                 $112,917
Solutions, Inc.

CHS Health Services, Inc.                        $93,230


SEANERGY MARITIME: In Restructuring Talks; Defaults on Loan
-----------------------------------------------------------
Seanergy Maritime Holdings Corp. on April 18 reported financial
results for the fourth quarter and year ended December 31, 2012:

* Fourth Quarter 2012

        -- Net Revenues of $8.5 million.
        -- Adjusted EBITDA of negative $1.7 million, which
excludes losses of $109.0 million resulting from vessel sales and
non-cash impairment losses. (*)
        -- Adjusted Net Loss of $8.0 million, which excludes
losses of $109.0 million resulting from vessel sales and non-cash
impairment losses.
            (*)
        -- Debt reduction of $69.9 million, or approximately 25%
of the Company's outstanding indebtedness.

* Full Year 2012

        -- Net Revenues of $55.6 million.
        -- Adjusted EBITDA of $5.0 million, which excludes losses
of $167.1 million resulting from vessel sales and non-cash
impairment losses. (*)
        -- Adjusted Net Loss of $26.7 million, which excludes
losses of $167.1 million resulting from vessel sales and non-cash
impairment losses. (*)
        -- Debt reduction of $137.8 million, or approximately 40%
of the Company's outstanding indebtedness.

(*) These are non-GAAP measures.

Stamatis Tsantanis, the Company's Chief Executive Officer, stated:

"Seanergy's financial performance in 2012 was adversely affected
by the prevailing low market rates . Our average daily Time
Charter Equivalent ('TCE') rate, for the year, was reduced almost
in half to $7,465 per vessel per day.  This is a direct result of
our vessels now employed at significantly lower rates as we
experience one of the lowest freight markets in the dry bulk
industry over the last 15 years.

"In this challenging environment, we continue to work with our
lenders and advisors to improve the balance sheet and place the
Company in a position of strength and increased valuation.
Through this process, we have made significant progress in the
implementation of our restructuring plans.  Since the beginning of
2012 and as of the date of this press release, we managed to
reduce our indebtedness by 50% to $173.0 million through finalized
agreements with three out of our five lenders.  In particular, we
sold a total of 13 vessels, including the ownership of Bulk Energy
Transport (Holdings) Limited ('BET') and four Handysize owning
subsidiaries.  In our continuing effort to improve the Company's
financial position, we remain in discussions with our two lenders
in order to restructure our outstanding indebtedness.

"Regarding general market conditions, in the fourth quarter of
2012, we saw a slightly positive turn in economic activity,
fuelled by renewed optimism about the Chinese economy, improved
financial environment in the United States and relative calm in
financial markets driven by the European Central Bank's commitment
to do everything within its mandate to maintain stability in the
Eurozone.  These developments notwithstanding, macroeconomic and
financial conditions remain fragile, as demonstrated by the recent
Cypriot banking crisis.  However, against this uncertain economic
backdrop, the industrial activity driving dry bulk shipping
remains healthy and the main cause of low rates remains vessel
oversupply.

"Prospects for dry bulk shipping appear to be improving.  On the
demand side we expect that the additional infrastructure
investments recently approved by the Chinese government and the
monetary easing taking place in Japan are likely to have a
positive effect as the two countries have traditionally been the
most important drivers of dry bulk demand.  Furthermore, we are
seeing a positive reversal from last year's slump in grain trade
volumes, while Indian demand for seaborne thermal coal is not
expected to abate over the next year.  On the supply side, the
outstanding orderbook has shrunk considerably and the market is
now in the process of absorbing excess vessel capacity.  2012 was
a record year for removal of older tonnage, as more than 33
million DWT were scrapped (a 45% increase as compared to 2011).
We believe that adverse market conditions are likely to result in
another strong year for demolition sales."

Christina Anagnostara, the Company's Chief Financial Officer,
stated:

"During the fourth quarter of 2012, the Company operated an
average of 15.0 wholly-owned vessels earning a daily TCE of $5,592
compared to $14,806 in the same period of 2011.  Net revenues, in
the fourth quarter 2012, were $8.5 million, 69% lower than in the
same period in 2011 reflecting the smaller size of our fleet and a
62% reduction of the daily TCE due to the weak market conditions.
Furthermore, a number of Seanergy's vessels came off long term
charter employment on higher daily rates and had to be employed in
the spot market on prevailing lower rates.

"After adjusting for losses on vessel sales, Seanergy's net loss
was $8.0 million compared to net income of $6.6 million in 2011.
This reflects the fact that the lower TCE earned shrank our
operating margins and bottom line profitability.

"For 2012, net revenue was $55.6 million, a reduction of 47%
compared to $104.1 million in the same period last year. Adjusted
net loss was equal to $26.7 million as opposed to an adjusted net
income of $4.1 million in 2011.  The cost containment efforts
initiated in 2011 materialized in 2012.  Daily vessel operating
expenses and management fees per vessel decreased by 12% and 16%
respectively, while total General and Administrative expenses
reduced by 22%.  This however, was not sufficient to compensate
the fall in daily TCE resulting from adverse market conditions.

"Over the course of the year, we continued our efforts to achieve
a viable financial structure that will facilitate Seanergy's
ability to benefit from the eventual rebound in shipping markets.
To this end, we believe that the recent sales of BET and the four
Handysize owning subsidiaries, in full satisfaction of the
associated loan facilities, are positive for Seanergy."

Fourth Quarter 2012 Financial Results:

Net Revenues

Net revenues for the fourth quarter of 2012 decreased to $8.5
million from $27.5 million in the same quarter of 2011.  The
decrease of 69% in net revenues reflects lower freight rates
earned in the dry bulk market as compared to the same quarter last
year, as well as a 38% reduction in operating days that resulted
from vessel sales during the period.

EBITDA and Adjusted EBITDA

Adjusted EBITDA was negative $1.7 million for the fourth quarter
of 2012, excluding $109.0 million of losses resulting from vessel
sales and non-cash impairment losses.  Including the
aforementioned items, EBITDA was negative $110.7 million.  For the
fourth quarter of 2011, EBITDA was $15.6 million.

For more information please refer to the EBITDA and Adjusted
EBITDA reconciliation section contained in this press release.

Net Loss

For the fourth quarter of 2012, Net Loss amounted to $117.0
million or $9.79 loss per basic and diluted share, as compared to
a net profit for the fourth quarter of 2011 of $6.6 million, or
$0.91 per basic and diluted share, based on weighted average
common shares outstanding of 11,957,064 basic and diluted for the
fourth quarter of 2012, 7,314,330 basic and diluted for the fourth
quarter of 2011.

For the fourth quarter of 2012, Adjusted Net Loss excluding losses
from vessel sales and non-cash impairment losses was $8.0 million,
as compared to Net Income of $6.6 million in 2011.

Debt Reduction

Seanergy ended the fourth quarter of 2012 with $208.6 million of
outstanding debt.  This reflects the reduction of our outstanding
indebtedness by $69.9 million, during the three month period ended
December 31, 2012.

Full Year Ended December 31, 2012 Financial Results:

Net Revenues

Net revenues in 2012 decreased to $55.6 million from $104.1
million during 2011.  The decrease in net revenues by 47% is due
to the market-induced weakness in the daily rates earned by our
vessels and the reduced size of our fleet, which resulted in 20%
fewer operating days.

EBITDA and Adjusted EBITDA

Adjusted EBITDA was $5.0 million for 2012, excluding $167.1
million of losses resulting from vessel sales and non-cash
impairment losses, as compared to $53.8 million in 2011.
Including the aforementioned charges, EBITDA was negative $162.1
million in 2012, while EBITDA was negative $148.1 million in 2011.

Excluding the effects of losses resulting from vessel sales and
non-cash impairment losses, a 49% fall in daily TCE and fewer
operating days for the fleet resulted in deteriorating operating
performance in 2012.

For more information please refer to the EBITDA and Adjusted
EBITDA reconciliation section contained in this press release.

Net Loss

In 2012, Net Loss amounted to $193.8 million, or $16.74 loss per
share, based on weighted average common shares outstanding of
11,576,576 basic and diluted. In 2011, Net Loss was $197.8 million
or $27.04 loss per share, based on weighted average common shares
outstanding of 7,314,636 basic and diluted.

For 2012, Adjusted Net Loss, Net Loss excluding losses from vessel
sales and non-cash impairment losses, was $26.7 million, as
compared to Net Income of $4.1 million in 2011.

Debt Reduction

Seanergy ended 2012 with $208.6 million of outstanding debt. This
reflects a reduction of our overall indebtedness by $137.8
million.

Fourth Quarter 2012 Developments:

Sale and Purchase Transactions

On October 15, 2012, Seanergy delivered the Clipper Grace, a
30,548 DWT Handysize vessel built in 2007, to its new owners.
Gross proceeds amounted to $11.25 million and were used to repay
debt.

On October 29, 2012, Seanergy delivered the BET Intruder, a 69,235
DWT Panamax vessel built in 1993, to its new owners. Gross
proceeds amounted to $4.8 million and were used to repay debt.

On December 4, 2012, Seanergy delivered the Clipper Glory, a
30,570 DWT Handysize vessel built in 2007, to its new owners.
Gross proceeds amounted to $11.25 million and were used for debt
repayment and working capital purposes.

Sale of the Bulk Energy Transport (Holdings) Limited (BET)
Subsidiary

As part of its financial restructuring plan, Seanergy reached an
agreement to sell its 100% ownership interest in BET for a nominal
consideration.  On the date of the agreement, the fleet of BET
consisted of two Capesize dry-bulk carrier vessels with a carrying
capacity of 313,061 DWT.

The buyer is a company ultimately controlled by members of the
Restis family, our controlling shareholders.  The transaction was
consummated as of December 30, 2012.  In connection to the sale,
the Company's board of directors obtained a fairness opinion from
an independent third party. As a result of the sale, our total
indebtedness was reduced by approximately $46.7 million.

The Appointment of New Chief Executive Officer

Effective October 1, 2012, Stamatis Tsantanis succeeded Dale
Ploughman as the Chief Executive Officer of the Company and has
also served as Director since that date.  Mr. Ploughman continues
to serve as the Chairman of the Board of Directors and as a
Director of the Company.

Subsequent Events:

Sale of Subsidiaries in Satisfaction of DVB Loan

On January 29, 2013 Seanergy's subsidiary, Maritime Capital
Shipping Limited, sold its 100% ownership interest in the four
subsidiaries that owned the Handysize dry bulk vessels Fiesta,
Pacific Fantasy, Pacific Fighter and Clipper Freeway for a nominal
consideration.  The buyer is a third-party nominee of the lenders
under the senior secured credit facility with DVB Merchant Bank
(Asia) Ltd., as agent.

In connection to the sale, the Company's Board of Directors
obtained a fairness opinion from an independent third party.  In
exchange for the sale, approximately $30.3 million of outstanding
debt was discharged.

Sale and Purchase Transactions

On April 10, 2013, Seanergy sold the African Oryx, a 24,112 DWT
Handysize vessel built in 1997, to its new owners.  Gross proceeds
amounted to $4.1 million and were used to repay debt.

Debt Outstanding

Following the two above mentioned transactions, the total
outstanding debt of the Company was reduced from $208.6 million on
December 31, 2012 to $173.0 million as of the date of this press
release.

Financial Developments:

Debt Restructuring

The Company has entered into discussions with its lenders aimed at
developing and implementing a plan for improving the Company's
liquidity and operating flexibility.  The goal of the Company's
restructuring plan is to develop a solid capital structure that
will allow the Company to manage the current difficult market
conditions and place Seanergy in a competitive position to re-grow
its fleet and balance sheet in the long term.  The Company has
appointed Houlihan Lockey and Axia Ventures Group to advise on the
development of the restructuring plan.  To date, the Company has
finalized agreements with 3 out of its 5 lenders, including
lenders acting as agents.

The Company continues to use its best efforts to obtain waivers
from its remaining two lenders, relating to various restrictive
covenants and defaults, as well as amendment of debt profile and
maturities and an agreement that lenders will forbear from
exercising remedies under their respective debt arrangements.

However, there can be no assurance that these agreements will be
concluded, in which case the lenders could exercise their
remedies, which in turn would adversely affect our business.

Ability to Continue as a Going Concern

Over the past year, due to shipping sector volatility and economic
difficulties, the Company has experienced significant losses and
reduction in cash which has affected its ability to satisfy its
obligations.  The Company experienced significant reduction in
cash flow, as it had to re-charter its vessels at low prevailing
rates.

As a result of the above, the Company defaulted under its loan
agreements in respect of certain covenants (including, in some
cases, the failure to make principal and interest payments, the
failure to satisfy financial covenants and the triggering of cross
default provisions).  To date, the Company has not obtained
waivers of all these defaults from its lenders.  Since January 1,
2012, the Company has sold or otherwise disposed a total of 13
vessels (or the ownership of certain of its vessel owning
subsidiaries) in connection with its restructuring, and any
proceeds have been used to repay the related debt.  Proceeds from
the sale of additional vessels are expected to be insufficient to
fully repay the related debt and, therefore, it is likely that the
Company will continue to have significant debt unless it enters
into satisfactory arrangements with its lenders for the discharge
of all such obligations.  During the restructuring process, the
lenders have continued to reserve their rights in respect of
events of default under the loan agreements.  The lenders have not
exercised their remedies at this time, including demand for
immediate payment; however, the lenders could change their
position at any time.  As such, there can be no assurance that a
satisfactory final agreement will be reached with the lenders in
the restructuring, or at all.

While the Company continues to use its best efforts to complete
the restructuring, there can be no assurance that the negotiations
will be successful or that it will obtain waivers or amendments
from the lenders.  Failure to obtain such waivers or amendments
could materially and adversely affect the Company's business and
operations.  Furthermore, the impact of the final terms of any
restructuring is uncertain.  Due to the above, the Company's
$208.6 million outstanding debt as of December 31, 2012 is
classified as current.

Seanergy Maritime Holdings Corp. is a Marshall Islands
corporation with its executive offices in Athens, Greece.  The
Company is engaged in the transportation of dry bulk cargoes
through the ownership and operation of dry bulk carriers.


SELCO CONSTRUCTION: Case Summary & 8 Unsecured Creditors
--------------------------------------------------------
Debtor: Selco Construction Services, Inc.
        P.O. Box 190
        Swords Creek, VA 24649

Bankruptcy Case No.: 13-70628

Chapter 11 Petition Date: April 16, 2013

Court: United States Bankruptcy Court
       Western District of Virginia (Roanoke)

Debtor's Counsel: Kevin J. Funk, Esq.
                  DURRETTECRUMP PLC
                  1111 East Main Street, 16th Floor
                  Richmond, VA 23219
                  Tel: (804) 775-6900
                  Fax: (804) 775-6911
                  E-mail: kfunk@durrettecrump.com

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

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

A copy of the Company's list of its eight largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/vawb13-70628.pdf

The petition was signed by Chris Harman, president.


SINCLAIR BROADCAST: To Acquire Fisher Communications for $373MM
---------------------------------------------------------------
Sinclair Broadcast Group, Inc., and Fisher Communications, Inc.,
they have entered into a definitive merger agreement whereby
Sinclair will acquire Fisher in a merger transaction valued at
approximately $373.3 million.

Under the terms of the agreement, Fisher shareholders will receive
$41.00 in cash for each share of Fisher common stock they own.
The transaction represents a 44% premium to the closing price of
Fisher common stock on Jan. 9, 2013, the final trading day prior
to Fisher announcing a review of strategic alternatives.

Fisher owns 20 television stations in eight markets, reaching 3.9%
of U.S. TV households, and three radio stations in the Seattle
market.  Additionally, Fisher previously entered into an agreement
to provide certain operating services for three TV stations,
including two simulcasts, pending regulatory approval.

"We are excited to acquire Fisher and expand our coverage
westward, especially in the two key markets of Seattle (DMA 12)
and Portland (DMA 22)," commented David Smith, president and CEO
of Sinclair.  "Started in 1910, Fisher's history of operating
television and radio stations in the northwest corner of the U.S.
has played an important role in its communities and in producing
high-quality local news.  We look forward to expanding upon those
traditions and improving the cash flow of the stations through the
benefits that come with our scale."

"After conducting our review of potential strategic alternatives,
the Board concluded this all-cash transaction was the best path to
maximizing value for shareholders," said Paul A. Bible, Chairman
of Fisher's Board of Directors.

"Sinclair is the largest independent TV broadcaster in the
country, and we believe its commitment to the industry -- along
with its greater scale and sizable resources -- will provide our
stations, team members and business partners with new
opportunities to flourish," said Colleen B. Brown, Fisher's
President and CEO.

This transaction is subject to approval by the Federal
Communications Commission, antitrust clearance, the affirmative
vote of two-thirds of Fisher's outstanding shares and other
customary conditions.  The transaction is not conditioned on
Sinclair obtaining financing or Fisher achieving or maintaining
any financial or operational thresholds or metrics.  The
transaction is expected to close and fund during the third quarter
of 2013, subject to closing conditions.  Fisher has no long-term
debt and is expected to have approximately $20 to $25 million of
working capital at the time of the close.  Sinclair expects to
finance the purchase price through cash on hand, a bank loan or by
accessing the capital markets.

Moelis & Company LLC served as financial advisor and White & Case
LLP served as primary legal counsel for Fisher.

The Fisher television stations covered by the transaction are
KOMO, KUNS, KATU, KUNP, KLEW, KBOI, KYUU, KVAL, KCBY, KPIC, KMTR,
KMCB, KTCW, KIMA, KEPR, KUNW, KVVK, KORX, KBAK, KBFX, KIDK and
KXPI.

The Fisher radio stations covered by the transaction are KOMO 1000
AM (news), KOMO 97.7 FM (news), KPLZ and KVI.

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

                       http://is.gd/Dj6eBK

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company's balance sheet at Dec. 31, 2012, showed $2.72 billion
in total assets, $2.82 billion in total liabilities and a $100.05
million total deficit.

"Any insolvency or bankruptcy proceeding relating to Cunningham,
one of our LMA partners, would cause a default and potential
acceleration under the Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of our seven LMAs
with Cunningham, which would negatively affect our financial
condition and results of operations," the Company said in its
annual report for the period ended Dec. 31, 2012.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, Inc.,
including the Corporate Family Rating and Probability-of-Default
Rating, each to Ba3 from B1, and the ratings for individual debt
instruments.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.


SINCLAIR BROADCAST: Has New $500MM Credit Facility with JPMorgan
----------------------------------------------------------------
Sinclair Television Group, Inc., a wholly-owned subsidiary of
Sinclair Broadcast Group, Inc., entered into an amendment  and
restatement of its credit agreement with JPMorgan Chase Bank,
N.A., as administrative agent, the guarantors party thereto and
the lenders party thereto.

Pursuant to the Amendment, STG refinanced the existing facility
and replaced the existing term loans under the facility with a new
$500 million term loan A facility, maturing April 2018 and priced
at LIBOR plus 2.25%; and a $400 million term loan B facility
(?Term Loan B?), maturing April 2020 and priced at LIBOR plus
2.25% with a LIBOR floor of 0.75%.  In addition, Sinclair replaced
its existing revolving line of credit with a new $100 million
revolving line of credit maturing April 2018 and priced at LIBOR
plus 2.25%.  The additional term loans, along with cash on hand or
a draw under the revolving line of credit, will be used to fund
the previously announced acquisitions of the Barrington
Broadcasting Group and certain of the Cox Media Group television
stations which are both currently expected to close in the second
quarter of 2013.  Due to timing related to the closing and funding
of the acquisitions, approximately $445 million of the new Term
Loan A will be drawn on a delayed basis.  STG also amended certain
terms of the Bank Credit Agreement, including increased
incremental loan capacity, increased television station
acquisition capacity and increased flexibility under the
restrictive covenants.

The Bank Credit Agreement continues to contain certain (i)
restrictive covenants, including, but not limited to, restrictions
on indebtedness, liens, payments, investments, mergers,
consolidations, liquidations and dissolutions, acquisitions, sales
and other dispositions of assets, loans and advances and affiliate
transactions and (ii) financial maintenance covenants, including
an interest coverage ratio, a first lien indebtedness ratio and a
total indebtedness ratio.  There were no changes to these ratios
as a result of the Amendment.  The Bank Credit Agreement also
continues to include affirmative covenants, representations and
warranties and events of default, including certain cross-default
and cross-acceleration provisions, customary for an agreement of
its type.

STG's obligations under the Bank Credit Agreement remain (i)
jointly and severally guaranteed by the Guarantors, which include
the Company and certain subsidiaries of the Company and (ii)
secured by a first-priority lien on substantially all of the
tangible and intangible assets (whether now owned or hereafter
arising or acquired) of STG and the subsidiaries of STG and the
Company that are Guarantors and, with respect to the Company, the
capital stock of certain of its directly owned subsidiaries.

A copy of the Amended Credit Agreement is available at:

                        http://is.gd/x840qz

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company's balance sheet at Dec. 31, 2012, showed $2.72 billion
in total assets, $2.82 billion in total liabilities and a $100.05
million total deficit.

"Any insolvency or bankruptcy proceeding relating to Cunningham,
one of our LMA partners, would cause a default and potential
acceleration under the Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of our seven LMAs
with Cunningham, which would negatively affect our financial
condition and results of operations," the Company said in its
annual report for the period ended Dec. 31, 2012.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, Inc.,
including the Corporate Family Rating and Probability-of-Default
Rating, each to Ba3 from B1, and the ratings for individual debt
instruments.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.


SPANISH BROADCASTING: Transfers Listing to NASDAQ Capital Market
----------------------------------------------------------------
Spanish Broadcasting System, Inc., received approval from The
Nasdaq Stock Market to transfer the listing of the Company's
common stock from The NASDAQ Global Market to The NASDAQ Capital
Market.  The NASDAQ Capital Market is one of the three markets for
NASDAQ-listed stocks and operates similarly to The NASDAQ Global
Market.  Companies listed on The NASDAQ Capital Market must meet
certain financial requirements and adhere to NASDAQ's corporate
governance standards.  The Company's common stock began trading on
The NASDAQ Capital Market at the opening of business on April 10,
2013.  The Company's common stock will continue to trade under the
symbol "SBSA."

As previously reported, on Oct. 3, 2012, the Company received a
written deficiency notice from NASDAQ, advising it that the market
value of its Class A common stock for the previous 30 consecutive
business days had been below the minimum $15,000,000 required for
continued listing on the NASDAQ Global Market pursuant to NASDAQ
Listing Rule 5450(b)(3)(C).  Pursuant to NASDAQ Listing Rule
5810(c)(3)(D), the Company was provided an initial grace period of
180 calendar days, or until April 1, 2013, to regain compliance
with the Rule.  The Company did not regain compliance with the
Rule and on March 29, 2013, it filed an application to be listed
on the NASDAQ Capital Market, which was granted on April 9, 2013.

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

Spanish Broadcasting reported a net loss available to common
stockholders of $11.21 million in 2012, as compared with net
income available to common stockholders of $13.77 million during
the prior year.


The Company's balance sheet at Dec. 31, 2012, showed $467.41
million in total assets, $420.92 million in total liabilities,
$92.34 million in Cumulative exchangeable redeemable preferred
stock, and a $45.85 million total stockholders' deficit.

                        Bankruptcy Warning

"We have experienced a decline in the level of business activity
of our advertisers, which has, and could continue to have, an
adverse effect on our revenues and profit margins.  In addition,
some of our advertisers and clients could experience serious cash
flow problems due to the slow economic recovery.  As a result,
they may attempt to renegotiate or cancel orders with us or alter
payment terms.  Our advertisers may be forced to reduce their
production, shut down their operations or file for bankruptcy
protection, which could have a material adverse effect on our
business.  Any further deterioration in the U.S. economy, any
worsening of conditions in the credit markets, or even the fear of
such a development, could intensify the adverse effects of these
difficult market conditions on our results of operations," the
Company said in its annual report for the year ended Dec. 31,
2012.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  "The rating action reflects
S&P's expectation that, despite very high leverage, SBS will have
adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs until
its term loan matures on June 11, 2012," said Standard & Poor's
credit analyst Michael Altberg.

As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings
Services revised its rating outlook on Miami, Fla.-based Spanish
Broadcasting System Inc. (SBS) to negative from stable.  "We also
affirmed our existing ratings on the company, including the 'B-'
corporate credit rating," S&P said.


SPRINT NEXTEL: Amendment 3 to Rule 13E-3 Transaction Statement
--------------------------------------------------------------
An amendment No. 3 to Rule 13E-3 Transaction Statement on Schedule
13E-3 was filed jointly by Clearwire Corporation, Sprint Nextel
Corporation, Sprint HoldCo, LLC, SN UHC 1, Inc., SN UHC 4, Inc.,
and Collie Acquisition Corp., in connection with the Agreement and
Plan of Merger, dated as of Dec. 17, 2012, by and among Clearwire,
Sprint and Merger Sub.

If the Merger Agreement is adopted by Clearwire's stockholders,
Merger Sub will merge with and into Clearwire, with Clearwire
continuing as the surviving corporation.  In the Merger, each
issued and outstanding share of Class A common stock of Clearwire,
par value $0.0001 per share will automatically be converted into
the right to receive $2.97 per share in cash, without interest,
less any applicable withholding taxes.

In addition, Intel Capital Wireless Investment Corporation 2008A,
a Delaware corporation and the only holder of Class B common stock
of Clearwire other than Clearwire, Sprint and Sprint's affiliates,
has elected to irrevocably exchange, immediately prior to the
effective time of the Merger, all of its Class B Interests into
shares of Class A Common Stock, which will then automatically
convert into the right to receive the Merger Consideration at the
effective time of the Merger.

Concurrently with the filing of the Amendment No. 3 to Schedule
13E-3, Clearwire is filing an amended preliminary proxy statement
under Section 14(a) of the Securities Exchange Act of 1934, as
amended, pursuant to the definitive version of which the Clearwire
board of directors will be soliciting proxies from stockholders of
Clearwire in connection with the Merger, including to adopt the
Merger Agreement.

A copy of the Amendment is available for free at:

                     http://is.gd/1FXMND

                      About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

Sprint Nextel incurred a net loss of $4.32 million in 2012, a net
loss of $2.89 million in 2011, and a net loss of $3.46 million in
2010.  The Company's balance sheet at Dec. 31, 2012, showed $51.57
million in total assets, $44.48 million in total liabilities and
$7.08 million in total shareholders' equity.

                        Bankruptcy Warning

"If the Merger Agreement terminates and we are unable to raise
sufficient additional capital to fulfill our funding needs in a
timely manner, or we fail to generate sufficient additional
revenue from our wholesale and retail businesses to meet our
obligations beyond the next twelve months, our business prospects,
financial condition and results of operations will likely be
materially and adversely affected, substantial doubt may arise
about our ability to continue as a going concern and we will be
forced to consider all available alternatives, including a
financial restructuring, which could include seeking protection
under the provisions of the United States Bankruptcy Code," the
Company said in its annual report for the period ended Dec. 31,
2012.

On Dec. 17, 2012, the Company entered into an agreement and plan
of merger pursuant to which Sprint agreed to acquire all of the
outstanding shares of Clearwire Corporation Class A and Class B
common stock not currently owned by Sprint, SOFTBANK CORP., which
or their affiliates.  At the closing, the outstanding shares of
common stock will be canceled and converted automatically into the
right to receive $2.97 per share in cash, without interest.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


STABLEWOOD SPRINGS: Court Dismisses SRS Application as Moot
-----------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Texas dismissed as moot Stablewood Springs Resort, LP, and
affiliate Stablewood Springs Resort Operations, LLC's Application
to Employ the Professional Firm of SRS Ventures LLC and Scott R.
Sanders as Financial Consultant and Chief Restructuring Officer.

The Debtors withdrew the SRS Retention Application that drew
objections from creditors J.A. Van Hessen and Axys Capital Total
Return Fund, LLC.  As reported by the Troubled Company Reporter on
Jan. 23, 2013, SRS had served as financial advisor for the Debtors
since Oct. 7, 2008.  The Debtors had wanted the professional
services of SRS to continue postpetition.

                  About Stablewood Springs Resort

Stablewood Springs Resort, LP, owner of a high-end resort
destination encompassing 140 acres of a 543-acre private ranch in
the Texas hill country near Hunt, filed a bare-bones Chapter 11
petition (Bankr. W.D. Tex. Case No. 12-53887) in San Antonio on
Dec. 17, 2012.

The Debtor disclosed assets of $11.15 million and liabilities
of $22.8 million as of Nov. 30, 2012.  Liabilities include
$10.4 million in secured debt and $9.3 million of disputed secured
debt.


SUNTECH POWER: European Subsidiary Granted Provisional Moratorium
-----------------------------------------------------------------
Suntech Power Holdings Co., Ltd., announced that Suntech Power
International Ltd., the Company's principal operating subsidiary
in Europe, has been granted a provisional moratorium for two
months on creditor claims by the judicial authorities in
Schaffhausen, Switzerland.  SPI had applied for the provisional
moratorium as a result of over-indebtedness, a requirement under
local law and regulations.  The majority of SPI's debt is Suntech
inter-company debt.  The court has appointed an administrator to
assess SPI's financial condition and the prospects of reaching a
composition agreement with creditors to restructure SPI's
outstanding debt.  SPI will continue its operations and serve its
European customers during this period.

"The goal of the provisional moratorium is to allow time to
restructure debt, primarily inter-company debt.  During this
process, we are committed to continuing to deliver high-quality
solar products to our customers in Europe," said David King,
Suntech's CEO.

Other than the insolvency and restructuring of Suntech Holdings'
Chinese subsidiary Wuxi Suntech Power Co., Ltd., and the SPI
composition proceedings, Suntech Holdings is not aware of any
similar proceedings regarding any of its other entities.

                           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.


TNP STRATEGIC: Has Forbearance with KeyBank Until July 31
---------------------------------------------------------
TNP Strategic Retail Trust, Inc., and certain of its subsidiaries
entered into a forbearance agreement, dated as of April 1, 2013,
with KeyBank National Association, as administrative agent for
itself and certain lenders, to a Revolving Credit Agreement dated
as of Dec. 17, 2010, as amended, in the maximum principal amount
of $45,000,000.

Pursuant to the Forbearance Agreement, the Lenders have agreed, to
forbear from exercising their rights and remedies under the Credit
Agreement with respect to:

   (1) the failure by the Borrowers to pay to the Lenders the
       Willow Run Loan and the Visalia Loan within 180 days after
       those loans were made, as required under the Credit
       Agreement;

   (2) the failure by the Borrowers to use the total proceeds
       received to repay the amounts outstanding under the Tranche
       A loans so as to reduce the outstanding balance of the
       loans to be below the available amount under the Credit
       Facility as calculated pursuant to the Credit Agreement;
       and

   (3) the Company's agreement to make a Restricted Payment for
       redemptions from certain investors during the existence of
       the existing events of default, as prohibited under the
       Credit Agreement.

The Lenders' forbearance will continue until the first to occur of
(a) July 31, 2013; (b) a default or breach in any of the
representations, warranties, covenants or conditions of the
Forbearance Agreement; or (c) a default or event of default as
described in the Loan Documents occurs or becomes know to any
Lender.

A copy of the Forbearance Agreement is available at:

                        http://is.gd/owHPhh

                        About TNP Strategic

TNP Strategic Retail Trust, Inc., was formed on Sept. 18, 2008, as
a Maryland corporation.  The Company believes it qualifies as a
real estate investment trust under the Internal Revenue Code of
1986, as amended, and has elected REIT status beginning with the
taxable year ended Dec. 31, 2009, the year in which the Company
began material operations.  The Company was initially capitalized
by the sale of 22,222 shares of common stock for $200,000 to
Thompson National Properties, LLC, on Oct. 16, 2008.

TNP Strategic's balance sheet at Sept. 30, 2012, showed $272.33
million in total assets, $197.98 million in total liabilities and
$74.34 million in total equity.

The Company reported a net loss of $11.63 million for the nine
months ended Sept. 30, 2012, compared with a net loss of
$4.39 million for the same period a year ago.


TPF GENERATION: S&P Assigns Prelim. 'B+' Rating on $425MM Loan
--------------------------------------------------------------
Standard & Poor's Rating Services said it assigned its preliminary
'B+' rating and preliminary '1' recovery rating to project finance
entity TPF Generation Holdings LLC's (TPF) proposed $425 million
first-lien TLB due 2017 and $30 million revolver due 2017.

The new credit facilities will replace the $495 million second-
lien TLB ($405 million outstanding as of Sept. 30, 2012) and
$50 million synthetic first-lien letter of credit facility,
essentially maintaining leverage at existing levels.  The stable
outlook reflects a somewhat diverse, operationally sound portfolio
that should be able to earn capacity and energy revenue that
supports the ratings.

TPF's portfolio consists of three natural gas-fired power plants
totaling 1,380 megawatts (MW) in California, West Virginia. and
Virginia. High Desert is an 830 MW combined-cycle natural gas-
fired power generation plant in the California Independent System
Operator SP-15 market and Big Sandy (300 MW) and Wolf Hills
(250 MW) are simple-cycle natural gas-fired power generation
plants in the PJM Interconnection (AEP) market, respectively.

"The stable outlook reflects a somewhat diverse, operationally
sound portfolio that should be able to earn capacity and energy
revenue that supports the ratings," said Standard & Poor's credit
analyst Rubina Zaidi.

Factors that might lead to a negative outlook or a lower rating
are sustained weaker performance at the plants, or lower-than-
expected energy or capacity revenues that result in DSCRs lower
than the 0.7x (May-Dec. 2013) and 1.4x currently forecast for 2013
and 2014, respectively, or expectations of refinancing risk above
$300 kW.  A positive outlook or higher rating would require
financial performance superior to S&P's expectations on a
sustained basis that leads to expectations of refinancing risk
below $250 per kW.  This could be the result of potential upward
momentum in energy prices post-2014 once the carbon trading market
develops in California, or capacity prices as a few more data
points for resource adequacy payments become evident.


UNITED WESTERN: Lawsuit Failed, Case Converted to Liquidation
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the loss that United Western Bancorp Inc. sustained
in a lawsuit with Federal Deposit Insurance Corp. resulted in
conversion of the Chapter 11 case to a liquidation in Chapter 7
where management was automatically supplanted by a trustee.

The report recounts that a federal district judge in Washington
ruled in March that the January 2011 regulatory takeover of the
bank subsidiary was not "arbitrary and capricious."  The result
was motions by the U.S. Trustee, JPMorgan Chase Bank NA and the
Federal Deposit Insurance Corp. urging the bankruptcy judge in
Denver to convert the case to liquidation.

Until it went up in smoke, the lawsuit was billed as the largest
asset for the holding company.  The judge formally converted the
case to a Chapter 7 liquidation last week.

Aside from the lawsuit, the other main asset is a tax refund of
$4.85 million, which the FDIC claims as receiver for the failed
bank subsidiary.

                       About United Western

United Western Bancorp, Inc., along with two affiliates, filed for
Chapter 11 protection (Bankr. D. Colo. Case No. 12-13815) on
March 2, 2012.  Harvey Sender, Esq., at Sender & Wasserman, P.C.,
represents the Debtor.  Judge A. Bruce Campbell presides over the
case.

United Western listed the value of the assets as "unknown" while
showing $53.3 million in debt, including a $12.3 million secured
claim owing to JPMorgan Chase Bank NA.  The holding company listed
assets of $2.221 billion and liabilities of $2.104 billion on the
June 30, 2010, balance sheet, the last financial statement filed
before the bank was taken over.

United Western's deposits and branches were transferred by the
Federal Deposit Insurance Corp. to First-Citizens Bank & Trust Co.
of Raleigh, North Carolina.  When the bank was taken over, it had
$1.65 billion in deposits, the FDIC said.  The cost of the
takeover to the FDIC was $313 million, the FDIC said in a
statement at the time.


US POSTAL: CCAGW Urges Congress to Allow Reform
-----------------------------------------------
On April 18, the Council for Citizens Against Government Waste
(CCAGW) issued a statement in response to the April 17 testimony
by Postmaster General Patrick Donahoe before the House Committee
on Oversight and Government Reform on the fiscal straits faced by
the United States Postal Service (USPS).  CCAGW has long supported
Postal Service reform in order to prevent an expensive taxpayer
bailout, but Congress has not allowed the USPS to do what is
necessary to cut costs.

"[Wednes]day's testimony by Postmaster General Donahoe made
painfully clear that, regardless of whether Congress chooses to
sit on its hands or to act, the Postal Service is hemorrhaging
cash at an alarming rate," said CCAGW President Tom Schatz.
"Despite the fact that first-class mail volume has declined by 33
percent since its 2001 peak, very little has changed in the way
the Postal Service does business.  As a result, the USPS recorded
losses of $15.9 billion in fiscal year 2012 and has netted losses
of $41 billion over the last six fiscal years.  According to
Postmaster General Donahoe, the USPS currently averages losses of
$25 million per day.

"Yet modest reforms, such as switching to a five-day delivery
schedule of first-class mail, which the USPS estimates would save
$2 billion annually, have consistently been obstructed by
Congress.  Closing excess facilities and downsizing the Postal
Service's workforce have proved similarly problematic.  Congress's
most significant action on postal reform occurred nearly a year
ago, when the Senate approved legislation to allow a woefully
inadequate amount of facility closures in 2012 while adding to the
red tape in the approval process for future closures and delaying
the move to five-day delivery by two years.

"Conversely, House Committee on Oversight and Government Reform
Chairman Darrell Issa's (R-Calif.) Postal Reform Act, first
introduced in 2011, would establish the Postal Service Financial
Responsibility and Management Assistance Authority upon a USPS
default on debt to the federal government for more than 30 days.
Once the USPS has met pre-established benchmarks of financial
health, the authority would be disbanded.  The bill would help
right-size an agency that threatens to gouge taxpayers for
billions due to its own mismanagement.

"Congress must allow the USPS to make changes that any private-
sector firm with even a hint of a self-preservation instinct would
have made years ago.  As Postmaster General Donahoe explained in
his testimony, 'Every option has to be put on the table . . .
piecemeal efforts simply will not work.'

"While it may be politically convenient for certain members of
Congress to hold the line and block Postal Service reform in the
present, it is becoming increasingly clear that, barring
significant reform, there may not be a Postal Service to defend in
the future.  If taxpayers bear that burden, CCAGW will be there to
hold lawmakers accountable.  The Postal Service is sinking, and
Congress must get out of the way in order for the agency to stay
afloat," Mr. Schatz concluded.

The Council for Citizens Against Government Waste (CCAGW) is the
lobbying arm of Citizens Against Government Waste, the nation's
largest nonpartisan, nonprofit organization dedicated to
eliminating waste, fraud, abuse, and mismanagement in government.

                     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."


VANDERRA RESOURCES: Can Hire Grant Thornton as Accountants
----------------------------------------------------------
Vanderra Resources, LLC, sought and obtained court permission to
employ Grant Thornton LLP as its accountants for the purpose of
assisting with the preparation and filing of the Debtor's 2012
state and federal tax returns.

The professional services Grant Thornton will provide to the
Debtor include, but will not be limited to:

   a. preparing and filing the Debtor's 2012 state and federal tax
      returns;

   b. consulting with and advising the Debtor regarding tax
      related issues;

   c. reviewing the Debtor's tax related files and records to
      assess the Debtor's 2012 tax liabilities; and

   d. such other services that the Debtor requires in the course
      of the engagement.

Todd F. Taggart, a partner in the Minneapolis, Minnesota office of
Grant Thornton, has been selected by the Debtor as the primary
professional at Grant Thornton who will be performing the
Services. Mr. Taggart is a Certified Public Accountant (CPA) and
tax specialist with over thirty years of public accounting
experience. As necessary, certain other professionals or employees
of Grant Thornton may provide services in connection with the
engagement.

Grant Thornton's 2013 hourly rates for the accountants who will
most likely be working on the Bankruptcy Case are:

      Todd F. Taggart, Partner          $360.00 per hour
      Tony Pyka, Senior Manager         $300.00 per hour
      Samantha Ward, Senior Associate   $180.00 per hour

To the best of the Debtor's knowledge, Grant Thornton and its
employees are "disinterested persons," as that term is defined in
section 101(14) of the Bankruptcy Code.

                     About Vanderra Resources

Vanderra Resources LLC is an innovator and leader in the oil-field
services industry, providing one stop solutions for the setup of
drilling sites, including the construction of well site locations
and roads, compressor pads, pipelines, and frac ponds.

Vanderra Resources filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-45137) in Fort Worth, Texas, on Sept. 9, 2012. The
Debtor estimated assets and debts of at least $10 million.  The
Debtor filed for bankruptcy to address its legacy debt issues, to
finalize its restructuring into a smaller, more profitable
company, and to preserve and enhance its going concern value for
the benefit of its vendors, customers, creditors, employees, and
all stakeholders.

Bankruptcy Judge D. Michael Lynn oversees the Debtor's case.
Kevin M. Lippman, Esq., and Davor Rukavina, Esq., at Munsch Hardt
Kopf & Harr, P.C., serve as the Debtor's counsel.  The petition
was signed by George Langis, president and chief operating
officer.  The Debtor disclosed $26,319,392 in assets and
$24,066,68 in liabilities as of the Chapter 11 filing.


VIVARO CORP: Court Approves Hiring of UHY as Accounting Providers
-----------------------------------------------------------------
Vivaro Corp. and its affiliates obtained permission from the U.S.
Bankruptcy Court to employ UHY Advisors NY, Inc. and UHY LLP as
accounting and tax service providers, nunc pro tunc to the
Petition Date.

The Troubled Company Reporter reported on Feb. 13, 2013, that UHY
will provide certain accounting and tax compliance services,
including, but not limited to, the preparation of all federal and
state income tax returns, representation in connection with
governmental audits, and review and compliance with governmental
notices and inquiries concerning tax and accounting matters, as
well as such other accounting and tax services the Debtors may
from time to time request.

The UHY professionals expected to have primary responsibility for
providing Services to the Debtors are:

      Stephen Slater        Partner and Managing Director
      Chuck Sockett         Managing Director
      Pat Klemz             Principal
      Renata Stasaityte     Senior

UHY will receive compensation on an hourly basis for all services
at these hourly rates:

              Title                         Rate
              -----                         ----
        Partner/Managing Director        $400 to $500
        Principal                        $375 to $400
        Senior Manager                   $350 to $375
        Manager                          $325 to $350
        Senior                           $225 to $250
        Administrative                   $100

UHY has agreed that it will not seek payment of compensation and
reimbursement of expenses above $65,000 for service performed from
the Petition Date through March 31, 2013, unless other wise
approved by the Debtors and the creditors committee.

UHY as of the Petition Date is owed $67,000 for services rendered
prepetition.  The firm has agreed to waive the claim if retained
by the Debtors in the Chapter 11 cases.

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

                        About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

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


VIVENDI PARTNERS: Case Summary & 7 Unsecured Creditors
------------------------------------------------------
Debtor: Vivendi Partners, LLC
        3219 E. Camelback Rd.
        Suite 291
        Phoenix, AZ 85018

Bankruptcy Case No.: 13-06046

Chapter 11 Petition Date: April 16, 2013

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Blake D. Gunn, Esq.
                  LAW OFFICE OF BLAKE D GUNN
                  P.O. Box 22146
                  Mesa, AZ 85277-2146
                  Tel: (480) 270-5073
                  E-mail: blake.gunn@gunnbankruptcyfirm.com

Scheduled Assets: $925,000

Scheduled Liabilities: $1,340,118

A copy of the Company's list of its seven largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/azb13-6046.pdf

The petition was signed by Ed Gorman, manager.


VPR OPERATING: U.S. Trustee Names 5 to Creditors Committee
----------------------------------------------------------
The U.S. Trustee appointed five entities to the official committee
of unsecured creditors in the Chapter 11 cases of VPR Operating,
LLC:

INTERIM CHAIR:

         Robert J. Stayton
         Pinpoint Drilling and Directional Services, LLC
         24900 Pitkin Road, Suite 180
         Spring, TX 77386
         Tel: (281) 466-3580
         Fax: (281) 466-3591
         E-mail: robert.stayton@pinpointdrill.com

MEMBERS:

         Tor Vatne
         Stemcor AG
         8505 Technology Forest Drive, #401
         The Woodlands, TX 77381
         Tel: (936) 242-1187
         Fax: (936) 231-8146
         E-mail: tvatne@unitedcasings.com

         Lee Wright
         Professional Directional Enterprises, Inc.
         P.O. Box 750
         Conroe, TX 77305
         Tel: (936) 441-7266
         Fax (936) 441-7268
         E-mail: lwright@prodirectional.com

         Larry Gandy
         Gandy Corporation
         P.O. Box 2140
         Lovington, NM 88260
         Tel: (575) 396-0522
         Fax (575) 396-0797
         E-mail: lgandy@gandycorporation.com

         Olivia Estrada
         De La Sierra Trucking, Inc.
         3116 Rose Road
         Hobbs, NM 88242
         Tel: (575) 738-0972
         Fax (575) 738-0973
         E-mail: delasierratruckinginc@gmail.com

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  VPR estimated assets and debts of at least
$50 million.  Brian John Smith, Esq., at Patton Boggs LLP, serves
as the Debtor's counsel.  Judge Craig A. Gargotta presides over
the case.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.


VS FOX RIDGE: Court Appoints David L. Miller as Chapter 11 Trustee
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah approved the
United States Trustee's appointment of David L. Miller as Chapter
11 Trustee in the bankruptcy cases of VS Fox Ridge, LLC and
Stephen Lamar Christensen and Victoria Ann Christensen.

As reported by the Troubled Company Reporter on Feb. 27, 2013,
Bankruptcy Judge Joel T. Marker directed the appointment of a
Chapter 11 trustee in the bankruptcy cases of VS Fox Ridge, LLC,
and Stephen Lamar Christensen and Victoria Ann Christensen.  Both
cases are jointly administered.

The U.S. Trustee's counsel consulted with these parties in
interest regarding the appointment of the Trustee:

   a. Matthew Boley as Counsel for Debtor, VS Fox Ridge, LLC;

   b. David Berry as Counsel for Debtor, Stephen & Victoria
      Christensen;

   c. Jeffrey Shields as Counsel for Traverse Mountain Parties;

   d. Zach Shields as Counsel for Traverse Mountain Parties;

   e. Dan Torkelson as Counsel for Creditor RR Penga;

   f. John Harrington as Counsel for Creditor Forge Investments;
      and

   g. Mark Barnes as Counsel for Internal Revenue Service.

To the best of the U.S. Trustee's knowledge, the Trustee's
connections with the debtors, creditors, any other parties in
interest, their attorneys and accountants, the United States
Trustee, and persons employed in the Office of the United States
Trustee, are limited.

                        About VS Fox Ridge

VS Fox Ridge, LLC, filed a Chapter 11 petition (Bankr. D. Utah
Case No. 12-28001) in Salt Lake City on June 20, 2012.  Alpine,
Utah-based VS Fox Ridge scheduled $95,600,103 in assets
and $27,814,802 in liabilities.

Equity owners Stephen and Victoria Christensen simultaneously
sought Chapter 11 protection (Case No. 12-28010).

Judge Joel T. Marker presides over the case.  Matthew M. Boley,
Esq., at Parsons Kinghorn Harris, PC, serves as counsel.  The
petition was signed by Stephen Christensen, manager.


VUZIX CORP: Amends Form S-1 Registration Statement with SEC
-----------------------------------------------------------
Vuzix Corporation filed with the U.S. Securities and Exchange
Commission amendment no.1 to the Form S-1 registration statement
relating to the offering of an undetermined shares of common stock
at a proposed maximum offering price of $18.18 million.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "VUZI", on the TSX Venture Exchange, or TSX-V,
under the symbol "VZX", and on the Frankfurt Stock Exchange under
the symbol "V7XN".  The Company has applied for listing of its
common stock on The NASDAQ Capital Market under the symbol "VUZI".
The Company has applied to list the shares of common stock offered
under this prospectus on the TSX-V.  Listing of the Company's
common stock on the TSX-V will be subject to fulfilling all of the
requirements of the TSX-V.  No assurance can be given that our
applications will be approved. On April 10, 2013, the last
reported sale price for the Company's common stock on the OTC
Bulletin Board was $3.13 per share.

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

                         http://is.gd/teos0v

                          About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

Vuzix reported net income of $322,840 on $3.22 million of total
sales for the year ended Dec. 31, 2012, as compared with a net
loss of $3.87 million on $4.82 million of total sales during the
prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.42 million
in total assets, $8.63 million in total liabilities, and a
$6.20 million total stockholders' deficit.

EFP Rotenberg, LLP, in Rochester, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred substantial losses from operations
in recent years.  In addition, the Company is dependent on its
various debt and compensation agreements to fund its working
capital needs.  The Company was not in compliance with its
financial covenants under a senior secured debt holder and had
other debts past due in some cases.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

                        Bankruptcy Warning

"We have engaged an investment banking firm to assist us with
respect to a planned public stock offering of up to $15,000,000.
Our future viability is dependent on our ability to execute these
plans successfully.  If we fail to do so for any reason, we would
not have adequate liquidity to fund our operations, would not be
able to continue as a going concern and could be forced to seek
relief through a filing under U.S. Bankruptcy Code."


WARREN'S CORNER: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------
Debtor: Warren's Corner, LP
        P.O. Box 460481
        San Antonio, TX 78246-0481

Bankruptcy Case No.: 13-50991

Chapter 11 Petition Date: April 16, 2013

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Craig A. Gargotta

Debtor's Counsel: William B. Kingman, Esq.
                  LAW OFFICES OF WILLIAM B. KINGMAN, PC
                  4040 Broadway, Suite 450
                  San Antonio, TX 78209
                  Tel: (210) 829-1199
                  E-mail: bkingman@kingmanlaw.com

Scheduled Assets: $5,004,016

Scheduled Liabilities: $10,776,634

A copy of the Company's list of its two largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/txwb13-50991.pdf

The petition was signed by David W. Monnich, manager of general
partner.


WELCH ENTERPRISES: Court Okays Hiring of Barry Friedman as Counsel
------------------------------------------------------------------
Welch Enterprises, LLC, obtained approval from the U.S. Bankruptcy
Court to employ Barry A. Friedman, Esq., at Barry A. Friedman &
Associates, PC, as its attorney.

The Troubled Company Reporter reported on March 19, 2013, that
Friedman will, among other things, take appropriate action with
respect to secured and priority creditors, take action with
respect to possible voidable preferences and transfers, and
prepare on behalf of the Debtor necessary petitions, answers,
pleadings before the court whatever issues are deemed necessary.
To the best of the Debtor's knowledge, Friedman represents to
interest adverse to the Debtor.  Friedman's hourly rates were not
disclosed in the application.

Welch Enterprises, LLC, a Grove Hill, Alabama-based logging
company, filed a Chapter 11 petition (Bankr. S.D. Ala. Case No.
13-00255) in Mobile, Alabama, on Jan. 25, 2013.  The Debtor
disclosed $13.3 million in assets and $1.41 million in liabilities
in its schedules.


WYLDFIRE ENERGY: Hires Lain Faulkner as Accountants
---------------------------------------------------
Wyldfire Energy Inc. seeks court permission to employ Lain,
Faulkner & Co. P.C. and, in particular, to obtain the services of
Steven H. Thomas, CPA and shareholder of the firm, to perform
forensic accounting services, analyze preferences and their
relation to the bankruptcy case, and provide expert testimony.

The firm is expected to:

   (a) prepare an accounting of the "partnership" affairs between
       the Debtor and the Riggs Group, including a reconciliation
       of the results to the Hanke Report; economic analysis and
       consultation with the Debtor;

   (b) perform forensic accounting analysis and consultation with
       the Debtor;

   (c) assist with the development and evaluation of the Debtor's
       Plan of Reorganization;

   (d) prepare accounting reports as requested or required;

   (e) provide assistance with the Debtor's analysis and
       objections to various claims; and

   (f) provide other services as may be necessary or appropriate.

Mr. Thomas's hourly rate is $390.  The firm's current hourly fee
structure are:

       Clerical and Data Entry               $75 - $95
       General Accountants                  $150 - $215
       Technology Assistance                $225 - $300
       CPA Accountants, Forensic & Audit    $225 - $340
       Shareholders in the Firm             $345 - $450

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

                       About Wyldfire Energy

Palo Pinto, Texas-based Wyldfire Energy, Inc., filed a bare-bones
Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-70239) in
Wichita Falls, Texas, on June 20, 2012.  Tamara Ford, a 100%
stockholder, signed the Chapter 11 petition.  Judge Harlin DeWayne
Hale oversees the case.  The Law Offices of Ronald L. Yandell,
Esq., serves as the Debtor's counsel.

The Debtor's Plan provides that General Unsecured Creditors will
be paid in full in one installment being payable on or within 60
days of the respective Initial Distribution Date.


* Fitch: Mixed Recoveries in U.S. Retail Bankruptcies
-----------------------------------------------------
Recovery rates were mixed for creditors of defaulting U.S. retail
companies, with issue recovery percentages depending on the
relative rank of debt, company value and the company's overall
capital structure mix, according to a Fitch Ratings report.

The report is based on a Fitch review of creditor recovery,
valuation and other bankruptcy case details for 20 retailers with
collective petition date debt of $7.4 billion.

Fitch's analysis found that first-lien debt had strong recoveries
across the board, with all 20 retailers having at least one first-
lien claim paid in full.

Conversely, the median unsecured claim recovery rate for the 19
retailers with unsecured debt was less than 10% of the claim
amount.  The tendency of distressed retailers to maximize secured
borrowings, subordination to significant administrative claims,
and dilution of recoveries from pension, general unsecured trade
and operating lease rejection claims placed downward pressure on
unsecured debt recoveries.

Eleven of the 20 retailers liquidated their assets in bankruptcy,
and nine emerged as operating going concerns.  Supermarkets
reorganized as going concerns more frequently than general
retailers.  Lack of capital was a primary reason for companies
liquidating rather than reorganizing.  Fitch summarizes payment
terms of going out of business inventory liquidation agreements
for store closing sales conducted by liquidation agents.

Liquidations are much more common in the retail sector than in
other corporate sectors.  By comparison, Fitch's bankruptcy case
study database of 86 total U.S. corporate bankruptcy case outcomes
includes 14 liquidations (17%), 11 of which were retailers.

As part of its retail sector bankruptcy analysis, Fitch also
identified six U.S. retailers with Issuer Default Ratings of 'B-'
or below and/or bond spreads indicative of distress that are at
significant risk of default.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that among 20 retailers in the Fitch study, 11 liquidated,
leaving nine to emerge from Chapter 11 as going concerns.  Among
86 corporate bankruptcy reorganizations including retailers, 14%,
or 17%, were liquidations, and 11 of those were retailers.

Secured lenders typically fare well in retail bankruptcies.  In
all 20 retail cases, at least one first-lien lender came out
whole.  It's a different story for unsecured creditors.  The
median unsecured recovery was 8.5%, while the average was about
20%, Fitch said.  The average was pushed higher by two retailers
-- Syms Corp. and Winn-Dixie Stores Inc. -- where unsecured
creditors either were paid in full or almost made whole.

The six retailers with risk of default identified by Fitch include
J.C. Penney Co., Sears Holdings Corp., RadioShack Corp., and
Brookstone Inc., according to Bloomberg.


* Moody's Report Notes Improvement in Global Economy in 1Q
----------------------------------------------------------
Few industry sectors changed direction in the first three months
of 2013, marking perhaps the least volatile quarter for non-
financial corporates since the end of 2008, Moody's Investors
Service says in a new report, "Beverage and North American
Paper/Forest Improvements Stand Out in Stable Quarter." The
changes that took place indicate an overall improvement in the
global economy, though not a dramatic one.

"Non-financial industries globally have shown an increasingly
becalmed reaction to ongoing macroeconomic turmoil and pressures,"
says Managing Director Mark Gray. "Only in mid-2010 did the pace
of volatility slow to that registered in the first quarter of this
year." Moody's has been tracking global corporate outlooks since
late 2008.

While the outlook for about two-thirds of all non-financial
corporate sectors remained stable during the first quarter, three
changed. Global Beverages and Global Paper and Forest Products
both moved from stable to positive, while North American Apparel
went from positive to stable.

The Global Paper and Forest Products sector has seen a standout
improvement, particularly in North America, Gray says. "Demand
from the resurgent homebuilding sector has breathed life back into
the North American forest products sector, while rationalization
and higher prices will give paper companies a welcome boost over
the next one to two years."

The Global Beverages sector is receiving its boost from more
forgiving costs for sweeteners, as well increased sales in
emerging markets, while price increases that took effect last year
will see revenues go up in this one. Conversely, higher costs,
particularly for cotton, labor and freight, look set to hold the
North American Apparel sector's growth in the low-single digits,
despite encouraging trends in emerging markets.

The tallies of positive and negative outlooks have remained nearly
flat since the second half of 2011, Moody's says, in stark
contrast to the situation during the depths of the global economic
crisis, when negative outlooks were about 11 times more numerous
than positive ones. Nevertheless, a number of factors could upset
the current balance, including a deeper-than-expected recession in
Europe and a slowdown in major emerging markets, while
geopolitical conflicts for now represent only limited risk.


* Fitch Says U.S. Pub Fin Downgrades Exceed Upgrades in 2013 1Q
---------------------------------------------------------------
Fitch Ratings notes that during the first quarter of 2013 (1Q'13)
and for the 17th consecutive quarter, U.S. public finance rating
downgrades outnumbered upgrades. Both the number of upgrades and
downgrades increased from 4Q'12.

Negative actions are expected to remain elevated, as Negative
Rating Outlooks exceeded Positive Rating Outlooks (3.3:1) in
1Q'13. However, a vast majority of rating actions (83%) during the
first quarter were affirmations, with no change in Rating Outlook
or Rating Watch status. Furthermore, 91% of ratings had a Stable
Rating Outlook at the end of the first quarter.

Downgrades still account for a small percentage of total public
finance rating actions. Fitch downgraded 57 credits, which
represented approximately 6.9% of all rating actions and $23.9
billion in par value. In 4Q'12, Fitch downgraded 41 credits. Fitch
upgraded 31 credits in 1Q'13, which represented 3.8% of all rating
actions and $6.1 billion in par value. In 4Q'12, Fitch upgraded 15
credits.

The number of downgrades in 1Q'13 exceeded upgrades by a margin of
1.8:1, which decreased from 2.7:1 in the prior quarter. The
downgrade to upgrade ratio by par value also decreased to 3.9:1
from 4.6:1 in the prior quarter.

The full report 'U.S. Public Finance Rating Actions for First
Quarter 2013' summarizes these rating actions by sector and can be
found at 'www.fitchratings.com'.


* Fitch Says U.S. Credit Card Delinquencies to Reach New Lows
-------------------------------------------------------------
Preliminary results indicate that credit card ABS data improved
across the board through the end of March and that 60+ day
delinquencies will hit an all-time low for general purpose card
issuers while retail delinquencies are expected reach 7-year lows.
The ongoing positive performance data supports rating stability
for U.S. credit card ABS.

Fitch's Prime 60+ Day Delinquency Index is projected to decline to
an all-time low, falling below 1.60% for the March 2013 reporting
period. The data also suggests that monthly payment rate (MPR) is
likely to improve month over month, while chargeoffs are expected
to remain flat for our Prime Credit Card Index. Fitch's Gross
Yield Index is expected to rise to over 19% for this first time
since the October 2011 reporting period.

Fitch's Retail 60+ Day Delinquency Index is projected to decline
to the lowest level since the January 2006 reporting period. Gross
yield, chargeoffs and MPR are expected to remain relatively flat
based on preliminary data for the March 2013 reporting period.
Actual results for Fitch's Prime and Retail Credit Card Indices
will be available in early May.


* Roetzel Partner Selected as President & Chairman of BLES
----------------------------------------------------------
Roetzel on April 18 disclosed that partner Paul A. Giordano has
been selected to serve a one-year term as the first President and
Chairman of the Board of The Bankruptcy Legal Education Series
Foundation, Inc. (BLES).

The newly chartered foundation, established by the various
bankruptcy bar associations in the Middle District of Florida and
with the guidance and leadership of Judge Michael Williamson,
seeks to promote bankruptcy legal education and to fund pro bono
and other public service projects relating to the practice of
bankruptcy in the Middle District.

Mr. Giordano, currently serving as the Secretary of the Southwest
Florida Bankruptcy Professionals Association, handles a variety of
business and commercial litigation, with a special focus on
bankruptcy and creditors' rights, partnership disputes, commercial
foreclosures, contract and corporate disputes, and general and
professional liability lawsuits.  He also has experience in
insurance coverage litigation, and jury and non-jury trial
practice.

Mr. Giordano earned his J.D. from the University of Florida Levin
College of Law and his undergraduate degree from the University of
Florida. He holds an AV(R) Preeminent(TM) rating from Martindale-
Hubbell Law Directory and is designated a "Florida Rising Star" by
Florida Super Lawyers magazine for both 2011 and 2012.

                           About Roetzel

Roetzel -- http://ralaw.com-- is a full-service law firm that
provides comprehensive, integrated legal counsel to national and
international clients.


* BOND PRICING: For Week From April 15 to 19, 2013
--------------------------------------------------

  Company           Coupon   Maturity  Bid Price
  -------           ------   --------  ---------
AES EASTERN ENER     9.000   1/2/2017     1.750
AES EASTERN ENER     9.670   1/2/2029     4.125
AGY HOLDING COR     11.000 11/15/2014    51.000
AHERN RENTALS        9.250  8/15/2013    80.250
ALION SCIENCE       10.250   2/1/2015    54.033
ATP OIL & GAS       11.875   5/1/2015     5.625
ATP OIL & GAS       11.875   5/1/2015     5.625
ATP OIL & GAS       11.875   5/1/2015     5.625
BUFFALO THUNDER      9.375 12/15/2014    25.500
CENGAGE LEARN       12.000  6/30/2019    23.250
CENGAGE LEARNING    13.750  7/15/2015    20.375
CHAMPION ENTERPR     2.750  11/1/2037     0.500
CIENA CORP           0.250   5/1/2013    99.250
DELTA AIR 1993A1     9.875  4/30/2049    21.750
DOWNEY FINANCIAL     6.500   7/1/2014    56.000
DYN-RSTN/DNKM PT     7.670  11/8/2016     4.500
EASTMAN KODAK CO     7.000   4/1/2017    14.500
EASTMAN KODAK CO     9.200   6/1/2021     9.375
EASTMAN KODAK CO     9.950   7/1/2018    13.000
EDISON MISSION       7.500  6/15/2013    49.800
ELEC DATA SYSTEM     3.875  7/15/2023    97.000
FAIRPOINT COMMUN    13.125   4/1/2018     1.000
FAIRPOINT COMMUN    13.125   4/1/2018     1.000
FAIRPOINT COMMUN    13.125   4/2/2018     1.040
FDC-CALL04/13        9.875  9/24/2015   102.625
FDC-CALL04/13        9.875  9/24/2015   102.125
FDC-CALL04/13        9.875  9/24/2015   102.375
FIBERTOWER CORP      9.000   1/1/2016    12.000
GEOKINETICS HLDG     9.750 12/15/2014    52.625
GEOKINETICS HLDG     9.750 12/15/2014    52.125
GLB AVTN HLDG IN    14.000  8/15/2013    21.000
GMX RESOURCES        4.500   5/1/2015    10.000
GMX RESOURCES        9.000   3/2/2018    19.250
HAWKER BEECHCRAF     8.500   4/1/2015     6.000
HAWKER BEECHCRAF     8.875   4/1/2015     1.875
HORIZON LINES        6.000  4/15/2017    30.480
JAMES RIVER COAL     3.125  3/15/2018    22.000
JAMES RIVER COAL     4.500  12/1/2015    25.750
LAS VEGAS MONO       5.500  7/15/2019    20.000
LBI MEDIA INC        8.500   8/1/2017    30.125
LEHMAN BROS HLDG     0.250 12/12/2013    20.125
LEHMAN BROS HLDG     0.250  1/26/2014    20.125
LEHMAN BROS HLDG     1.000 10/17/2013    20.125
LEHMAN BROS HLDG     1.000  3/29/2014    20.125
LEHMAN BROS HLDG     1.000  8/17/2014    20.125
LEHMAN BROS HLDG     1.000  8/17/2014    20.125
LEHMAN BROS HLDG     1.250   2/6/2014    20.125
LEHMAN BROS INC      7.500   8/1/2026    18.300
MERRILL LYNCH        6.150  4/25/2013   100.111
MF GLOBAL LTD        9.000  6/20/2038    71.000
OVERSEAS SHIPHLD     8.750  12/1/2013    82.000
PENSON WORLDWIDE    12.500  5/15/2017    20.250
PENSON WORLDWIDE    12.500  5/15/2017    20.250
PLATINUM ENERGY     14.250   3/1/2015    43.750
PMI CAPITAL I        8.309   2/1/2027     0.625
PMI GROUP INC        6.000  9/15/2016    26.000
POWERWAVE TECH       1.875 11/15/2024     0.750
POWERWAVE TECH       1.875 11/15/2024     0.750
POWERWAVE TECH       3.875  10/1/2027     0.750
POWERWAVE TECH       3.875  10/1/2027     1.000
RDDY-CALL05/13      11.250  3/15/2015   105.750
RESIDENTIAL CAP      6.875  6/30/2015    30.500
SAVIENT PHARMA       4.750   2/1/2018    20.000
SCHOOL SPECIALTY     3.750 11/30/2026    44.500
TERRESTAR NETWOR     6.500  6/15/2014    10.000
TEXAS COMP/TCEH     10.250  11/1/2015    10.500
TEXAS COMP/TCEH     10.250  11/1/2015     9.875
TEXAS COMP/TCEH     10.250  11/1/2015    10.625
TEXAS COMP/TCEH     10.500  11/1/2016     9.750
TEXAS COMP/TCEH     10.500  11/1/2016     9.375
TEXAS COMP/TCEH     15.000   4/1/2021    25.188
TEXAS COMP/TCEH     15.000   4/1/2021    24.625
THQ INC              5.000  8/15/2014    47.250
TL ACQUISITIONS     10.500  1/15/2015    21.125
TL ACQUISITIONS     10.500  1/15/2015    21.125
USEC INC             3.000  10/1/2014    21.945
WCI COMMUNITIES      4.000   8/5/2023     0.375
WCI COMMUNITIES      4.000   8/5/2023     0.375
WCI COMMUNITIES      6.625  3/15/2015     0.375



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

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