TCR_Public/130424.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, April 24, 2013, Vol. 17, No. 112

                            Headlines

ACCESS GROUP: Fitch Affirms 'Bsf' Subordinate Bond Rating
ACL SEMICONDUCTORS: Albert Wong & Co. Raises Going Concern Doubt
AEMETIS INC: McGladrey LLP Raises Going Concern Doubt
AGC INC: Trade Secrets Row Pushes Aviation Parts Co. Into Ch. 11
AGRIPROCESSORS INC: Ct. Rules on Schreiber's Summary Judgment Bid

AGRIPROCESSORS INC: Court Nixes Lubicom Summary Judgment Bid
ALLIQUA INC: Marcum LLP Raises Going Concern Doubt
AMERICA WEST RESOURCES: Can Employ Sidhu Law as Local Counsel
AMERICA WEST RESOURCES: Hires Illyssa Fogel as Bankruptcy Counsel
AMERICAN AIRLINES: Frequent Flier Suit Tossed in Bankruptcy Court

AMPAL-AMERICAN: Trustee Says Firm Should Liquidate
AMINCOR INC: Rosen Seymour Raises Going Concern Doubt
APPALACHIAN FUELS: 6th Cir. BAP Reinstates Part of WVDEP Claims
ARCAPITA BANK: Standard Chartered Disagrees With Plan Term Sheet
ASARCO LLC: Grupo Mexico Pulled Back Into Insurer's $12M Suit

ATP OIL: Credit Suisse Files Notice of Intent to Credit Bid
ATP OIL: Bid to Compel Remittance of ORRI Proceeds Dismissed
BEECHCRAFT HOLDINGS: Court Denies Challenge on Afghan Plane Deal
BERING EXPLORATION: Offering 4 Million Shares Under Option Plan
BIG M INC: Creditors Denied Access to Privileged Docs

BIOFUEL ENERGY: Has Until July to Find Buyer for Ethanol Plants
BLUEFLY INC: WeiserMazars LLP Raises Going Concern Doubt
BLUEJAY PROPERTIES: Has Until April 30 to Propose Chapter 11 Plan
BODISEN BIOTECH: Accumulated Losses Prompt Going Concern Doubt
BON-TON STORES: Incurs $21.5 Million Net Loss in Fiscal 2013

BOREAL WATER: Patrick Rodgers Raises Going Concern Doubt
CAPITOL CITY: Incurs $1.7 Million Net Loss in 2012
CENTRAL EUROPEAN: Ch. 11 Plan Draws Fire From Investor
CHEYENNE HOTEL: Hearing Continued to Jul 22; Discovery Due June 21
CHINA PEDIATRIC: Clement C. W. Chan Raises Going Concern Doubt

CHINA SHEN: Gets NYSE MKT Listing Non-Compliance Notice
CHUKCHANSI GOLD: Note Holders Give Notice of Default to Rabobank
COMMONWEALTH GROUP-MOCKSVILLE: Amended Plan Outline Approved
CONEXANT SYSTEMS: Disclosure Approved for Soros Acquisition
CORMEDIX INC: NYSE MKT Listing Compliance Deadline Extended

COSTA BONITA: Creditor Wants Quick Payment or Case Dismissal
CREATIVE MEMORIES: Files for Bankruptcy Again
CRN CONCEPTS: Case Summary & 20 Largest Unsecured Creditors
CSC HOLDINGS: Fitch Assigns 'BB+' Rating to $4.8BB Credit Facility
DECISION DIAGNOSTICS: Recurring Losses Cue Going Concern Doubt

DETROIT, MI: Emergency Manager Eyes End to Union Bargaining
DEWEY & LEBOEUF: Reaches Deal with BofA on $1.6M Microsoft Claims
DEX ONE: IRS, et al., File Objections to Plan Confirmation
DOGWOOD PROPERTIES: U.S. Trustee Unable to Form Committee
DOGWOOD PROPERTIES: Files List of 20 Largest Unsecured Claims

DOGWOOD PROPERTIES: Files Schedules of Assets and Liabilities
DOLE FOOD: Debt Facility Increase No Impact on Moody's 'B1' CFR
DOW CORNING: 6th Cir. Issues Amended Opinion on Time Value Credits
DYNEGY INC: Wants Claims Objection Deadline Extended Thru Oct. 14
EAGLE RECYCLING: In Chapter 11 While Searching for Buyer

EAGLE RECYCLING: Meeting of Creditors on May 29
EASTMAN KODAK: Seeks Court Approval of Kyocera Settlement
EASTMAN KODAK: Seeks Approval to Settle $5.25-Mil. Tax Deficiency
ECOSPHERE TECHNOLOGIES: EES Has Exclusive License of Ozonix
EMS FINANCIAL: District Court to Hear Lawsuit Against Insurer

ENERGYSOLUTIONS INC: Gets Regulatory OKs to Effectuate Merger
ENOVA SYSTEMS: PMB Helin Donovan Raises Going Concern Doubt
ENTERTAINMENT PUBLICATIONS: Sells for $17.6MM in Ch. 7 Auction
ESCARENT ENTITIES: 5th Cir. Won't Reverse Sale of Smyth Claims
EXODUS COMMS: German Administrator Advised to Seek Chapter 15

FIRST QUANTUM: S&P Puts 'B+' Rating on CreditWatch Developing
FIRST SECURITY: Ulysses Management Owned 9.6% Stake at April 11
FISKER AUTOMOTIVE: House Hearing on "Bad Bet on Fisker" Today
FLYING J: Raid Focuses on Incentive Practices
FRANK PARSONS: Trustee Suit vs. International Paper Still Open

FREDDIE MAC: Blocking Taylor Bean Probe, Bank of America Says
FREESEAS INC: Court Approves Another Settlement with Hanover
FREESEAS INC: Hanover Holdings Disclosed 9.8% Stake at April 17
FULLER BRUSH: Court Confirms Joint Chapter 11 Plan
GEOGLOBAL RESOURCES: Gets NYSE MKT Delisting Notice

GEOPETRO RESOURCES: Burr Pilger Raises Going Concern Doubt
GIGGLES N HUGS: De Joya Griffith Raises Going Concern Doubt
GLOBALSTAR INC: Sr. Noteholders Extend Forbearance to April 29
GMX RESOURCES: Accused of Hijacking Bankruptcy With $50M Loan
GRANDPARENTS.COM INC: Daszkal Bolton Raises Going Concern Doubt

GUIDED THERAPEUTICS: Ships Initial Edition 3 CE Marked LuViva(R)
HAMPTON ROADS: Posts $1.9 Million Net Income in First Quarter
HAYDEL PROPERTIES: Banks Object to Amended Disclosures
HD SUPPLY: Incurs $713 Million Net Loss in Fourth Quarter
HIGH PLAINS: Signs Agreement and Plan of Merger with Chama

HORNE INTERNATIONAL: Incurs $1.6-Mil. Net Loss in 2012
IBIO INC: Gets NYSE MKT Listing Non-Compliance Notice
INNER HARBOR: $1.2B Project Developer Accused of Collusion
INTELSAT SA: Now Known as "Intelsat Investments S.A"
J.C. PENNEY: Working With AlixPartners on Cost Savings

JANICE DICKINSON: Supermodel Files for Bankruptcy
K-V PHARMACEUTICAL: Second Amended Plan Filed
KAHN FAMILY: South Carolina Real Estate Developer in Chapter 11
KAMBOJ LLC: Voluntary Chapter 11 Case Summary
KIT DIGITAL: PE Firms Swoop on Company in Prepack Bankruptcy

KO-KAUA OHANA: Plan Filing Exclusivity Ends April 30
KREMER FAMILY: Case Summary & 20 Largest Unsecured Creditors
KSS HOLDINGS: S&P Gives 'B+' CCR & Rates $470MM Secured Debt 'B+'
LDK SOLAR: Subsidiary to Sell LDK Hefei for RMB 120 Million
LEHMAN BROTHERS: Hits FHLB Cincinnati with $64M Suit Over Swaps

LEHMAN BROTHERS: LBI Wins OK to Settle $44-Bil. in Claims
LEHMAN BROTHERS: Proposes to Sell LB Rose Properties
LEHMAN BROTHERS: Court Approves Accord With Liberty Square
LEHMAN BROTHERS: LBI May Allocate $15.2BB for Customers
LEO MOTORS: John Scrudato CPA Raises Going Concern Doubt

LIME ENERGY: Gets NASDAQ Listing Non-Compliance Notice
LIQUIDNET HOLDINGS: S&P Gives 'B' ICR & Rates $150MM Debt 'B'
LLS AMERICA: 4 Individuals Fined for Discovery Non-Compliance
LORUS THERAPEUTICS: Incurs C$1.4-Mil. Net Loss in Fiscal 2013 Q3
ME CAL INC: Case Summary & 20 Largest Unsecured Creditors

MERCANTIL COMMERCEBANK: Fitch Affirms 'BB/B' Issuer Default Rating
MF GLOBAL: Ch.11 Trustee Sues Corzine, 2 Others Over Collapse
MF GLOBAL: Judge Axes 'Frivolous' $35-Mil. Claim
MINT LEASING: Lowers Net Loss to $239K in 2012
MOMENTIVE SPECIALTY: Amends $134MM Sr. Notes Resale Prospectus

MOMENTIVE PERFORMANCE: Amends $525.6MM Notes Resale Prospectus
MOORE FREIGHT: Has Until April 26 to File Chapter 11 Plan
MUNICIPAL CORRECTIONS: Wants to Use Cash Collateral Until June
MUNICIPAL CORRECTIONS: Hearing on Case Dismissal Set for May 9
MUNICIPAL CORRECTIONS: Plan Filing Extension Hearing on May 9

N-VIRO INTERNATIONAL: UHY LLP Raises Going Concern Doubt
NEW ENERGY: Gets NYSE MKT Form 10-K Delinquency Letter
NEW ENTERPRISE STONE: S&P Raises CCR to 'CCC'; Outlook Developing
NMH ENTERPRISES: Voluntary Chapter 11 Case Summary
NORTEL NETWORKS: European Units Appeal Venue Decision

OCD LLC: Section 341(a) Meeting Adjourned to May 1
OCD LLC: Files Schedules of Assets & Liabilities
ORBITAL SCIENCES: Moody's Says Antares Success is Credit Positive
OVERSEAS SHIPHOLDING: Stock Drops When Execs Permitted to Sell
PATRIOT COAL: Noteholders Respond to Objections to Trustee Motion

PATRIOT COAL: E&Y Employment to Include Retirement Plan Audit Svs
PATRIOT COAL: Salaried Retirees Can Retain DEM and SCCA as Counsel
PGA FLYOVER: Section 341(a) Meeting Scheduled for May 14
POWIN CORP: Anton & Chia Raises Going Concern Doubt
PLAZA VILLAGE: No Committee of Unsecured Creditors Appointed

PROMMIS HOLDINGS: Sec. 341 Meeting of Creditors Tomorrow
RACKWISE INC: Incurs $9.6-Mil. Net Loss in 2012
READER'S DIGEST: Committee Objects to Disclosure Statement
READER'S DIGEST: Wants to Hire Duff & Phelps as Valuation Advisor
RENZO RENZI: Creditor Fails to Thwart Future Bankruptcy Filings

REPUBLIC PLAZA: Voluntary Chapter 11 Case Summary
RESIDENTIAL CAPITAL: 'Cautiously Optimistic' on Plan Deal
REVEL AC: Official Creditors' Committee Disbanded
REVEL AC: Bankruptcy Professionals Hiring Approved
REVEL AC: Seeks to Employ E&Y as Auditor and Tax Advisor

REVSTONE INDUSTRIES: Greenwood Plant to Be Auctioned May 23
RG STEEL: Court Extends Plan Filing Exclusivity to July 25
RG STEEL: Wins Court Approval of CaremarkPCS Settlement
RG STEEL: Asks Court to Approve Agreement With AMG Resources
RITE AID: Jean Coutu Lowered Equity Stake to 11.7% at April 15

SABERHAGEN HOLDINGS: Voluntary Chapter 11 Case Summary
SAN BERNARDINO, CA: Votes to Pay CalPERS, Not Bondholders
SCHOOL SPECIALTY: Hearing Delayed by Ch. 11 Plan Changes
SEAWORLD PARKS: S&P Alters Outlook to Positive Following IPO
SEVEN SEAS: Greed Drove CIBC to Back Failed $45MM Oil Well

SHOTWELL LANDFILL: In Chapter 11; Creditors' Meeting May 20
SIERRA NEGRA: Hearing on Exclusivity Extension Set for May 22
SINCLAIR BROADCAST: Unit Signs Employment Agreement with COO
SOURCE COMMUNICATIONS: Voluntary Chapter 11 Case Summary
STAFFORD RHODES: Plan Confirmation Hearing Adjourned to May 8

START SCIENTIFIC: Morrill & Associates Raises Going Concern Doubt
STEREOTAXIS INC: William Mills Named Interim CEO
T-L CHEROKEE: Has Court Okay to Employ Crane Heyman as Attorneys
T-L CHEROKEE: Hires Burke Warren Mackay as Special Counsel
T-L CHEROKEE: Files Schedules of Assets and Liabilities

TALON INTERNATIONAL: Comvest Plans to Buy All Shares for $24.9MM
TAYLOR BEAN: Marroquins Suit Goes to Florida Bankruptcy Court
THQ INC: Liquidating Chapter 11 Plan Has Up to 51.9%
TPF GENERATION: Moody's Rates $425MM Loan 'B2' & $30MM Loan 'B1'
TRANSFIRST HOLDINGS: Loan Repricing No Impact on Moody's B3 CFR

TRAVELPORT HOLDINGS: Completes Comprehensive Refinancing Plan
TRIBUNE CO: Koch Brothers Reportedly Has Interest
TWL CORP: 5th Cir. Vacates Order Dismissing Employee Suit
UMAMI SUSTAINABLE: Incurs $1.0-Mil. Net Loss in Fiscal 2013 Q2
URBI DESARROLLOS: Skips $6.4MM Interest Payment

USA BROADMOOR: Section 341(a) Meeting Scheduled for May 16
USA COMMERCIAL: 9th Cir. Clears Deloitte From Trust's Claims
VAQUERIA BRISAS: Case Summary & 20 Largest Unsecured Creditors
VTE PHILADELPHIA: Can Hire Nachamie Spizz Cohen as Counsel
WINTRUST FINANCIAL: Fitch Assigns 'B+' Preferred Stock Rating

WOODFLAME INC: Case Summary & 9 Largest Unsecured Creditors
XTREME OIL: Incurs $70,400 Net Loss in 2012
YARWAY CORP: Files for Chapter 11 to Deal With Asbestos Claims
YARWAY CORP: Proposes Logan & Co. as Claims & Notice Agent

* Fitch Reports Lower U.S. Credit Card Chargeoffs & Delinquencies
* Moody's Updated Outlook on U.S. REITs is Stable

* Three Bank Failures Bring Total in 2013 to Eight
* Bankruptcy Task Force Lays Out Ethics "Best Practices"
* Utah Bankruptcies Down in 1st Quarter, But Struggles Linger

* Appellate Court Overturns $45-Mil. Class Settlement
* Bankruptcy Court Likely Not a 'Court of the United States'
* Calif. Ruling Protects Brokers From Disgruntled Outsiders
* In Pippen Defamation Suit, 7th Circ. Considers Recklessness

* Banker Groups Sue Treasury, IRS over Account Reporting Rule
* Cantor Fitzgerald Gets Hedge Fund Investors' Claims Pared
* DLA Piper Settles Fee Suit After Release of E-mails
* Fifth Third Defies Trend with Loan Growth

* Regulators Worry Mortgage REITs Pose Threat to Financial System
* S&P Early Victory in U.S. Fraud Suit Seen as Unlikely
* S&P Seeks Dismissal of U.S. Civil Suit Over Mortgage Debt Rating
* SEC Set to Fill Key Post
* FASB Issues Standard on Liquidation Basis of Accounting

* Bankruptcy Lawyer Leonard H. Simon Named Top Attorney in TX
* Jackson Walker Picks Up 2 Bankruptcy Pros in Dallas
* Leonard H. Simon Gets Martindale-Hubbell AV Preeminent Rating

* Upcoming Meetings, Conferences and Seminars

                            *********

ACCESS GROUP: Fitch Affirms 'Bsf' Subordinate Bond Rating
---------------------------------------------------------
Fitch Ratings affirms the senior student loan bonds at 'AAAsf' and
subordinate bonds at 'Bsf' issued by Access Group, Inc. under the
2002 Indenture of Trust.  The Rating Outlook for the senior notes,
which is tied to the sovereign rating of the U.S. government,
remains Negative, while the Rating Outlook for the subordinate
note remains Stable.  Fitch used its 'Global Structured Finance
Rating Criteria', and 'Rating U.S. Federal Family Education Loan
Program Student Loan ABS' to review the ratings.

Key Rating Drivers

The ratings for the senior and subordinate notes were affirmed
based on the sufficient level of credit enhancement to cover the
applicable risk factor stresses. Credit enhancement for the senior
notes consists of overcollateralization, subordination provided by
the class B note, and projected minimum excess spread, while the
subordinated notes benefit from projected excess spread only.

Rating Sensitivities

Since FFELP student loan ABS rely on the U.S. government to
reimburse defaults, 'AAAsf' FFELP ABS ratings will likely move in
tandem with the 'AAA' U.S. sovereign rating. Aside from the U.S.
sovereign rating, defaults and basis risk account for the majority
of the risk embedded in FFELP student loan transactions.
Additional defaults and basis shock beyond Fitch's published
stresses could result in future downgrades. Likewise, a buildup of
credit enhancement driven by positive excess spread given
favorable basis factor conditions could lead to future upgrades.

Fitch has affirmed these ratings:

Access Group, Inc. Federal Student Loan Asset-Backed Notes, issued
under the 2002 Indenture of Trust:

-- 2002-1 A-2 at 'AAAsf'; Outlook Negative;
-- 2002-1 A-3 at 'AAAsf'; Outlook Negative;
-- 2002-1 A-4 at 'AAAsf'; Outlook Negative;
-- 2003-1 A-2 at 'AAAsf'; Outlook Negative;
-- 2003-1 A-3 at 'AAAsf'; Outlook Negative;
-- 2003-1 A-4 at 'AAAsf'; Outlook Negative;
-- 2003-1 A-5 at 'AAAsf'; Outlook Negative;
-- 2003-1 A-6 at 'AAAsf'; Outlook Negative;
-- 2004-1 A-1 at 'AAAsf'; Outlook Negative;
-- 2004-1 A-2 at 'AAAsf'; Outlook Negative;
-- 2004-1 A-3 at 'AAAsf'; Outlook Negative;
-- 2004-1 A-4 at 'AAAsf'; Outlook Negative;
-- 2004-1 A-5 at 'AAAsf'; Outlook Negative;
-- 2002-1 B at 'Bsf'; Outlook Stable;
-- 2003-1 B at 'Bsf'; Outlook Stable;
-- 2004-1 B at 'Bsf'; Outlook Stable.


ACL SEMICONDUCTORS: Albert Wong & Co. Raises Going Concern Doubt
----------------------------------------------------------------
ACL Semiconductors Inc., filed on April 16, 2012, its annual
report on Form 10-K for the year ended Dec. 31, 2012.

Albert Wong & Co., LLP, in Hong Kong, expressed substantial doubt
about ACL Semiconductors' ability to continue as a going concern,
citing the Company's accumulated deficit of $3.5 million as of
Dec. 31, 2012.

The Company reported a net loss of $4.9 million on $161.4 million
of sales in 2012, compared with a net loss of $1.7 million on
$368.9 million of sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $35.7 million
in total assets, $37.0 million in total liabilities, and
astockholders' deficit equity of $1.3 million.

A copy of the Form 10-K is available at http://is.gd/0ivNzk

Based in Kowloon, Hong Kong, ACL Semiconductors Inc. was
incorporated under the laws of the State of Delaware on Sept. 17,
2002.  The Company has been primarily engaged in the business of
distribution of memory products mainly under the "Samsung" brand
name.


AEMETIS INC: McGladrey LLP Raises Going Concern Doubt
-----------------------------------------------------
Aemetis, Inc., filed on April 16, 2012, its annual report on Form
10-K for the year ended Dec. 31, 2012.

McGladrey LLP, in Des Moines, Iowa, expressed substantial doubt
about Aemetis, Inc.'s ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and its cash flows from operations are not
sufficient to cover debt service requirements.

The Company reported a net loss of $4.3 million on $189.0 million
of revenues in 2012, compared with a net loss of $18.3 million on
$141.9 million of revenues in 2011.

According to the regulatory filing, on July 6, 2012, the Company
acquired Cilion, Inc., through a merger.  The excess of the fair
value of the assets acquired gave rise to a gain on bargain
purchase accounting of $42.3 million for the year ended Dec. 31,
2012.

As a result of the July 6, 2012 Cilion merger financing, the
Company incurred certain placement, redemption and waivers fees in
exchange for extending the maturities of certain Existing Notes.
These changes in debt amounts resulted in the implementation of
extinguishment accounting.  $9.1 million in net extinguishment
losses resulted from: (i) the recognition of placement fees and
unamortized debt issuance costs, and (ii) the recognition of Notes
and redemption fees at fair value.

The Company's balance sheet at Dec. 31, 2012, showed $96.9 million
in total assets, $93.4 million in total liabilities, and
stockholders' equity of $3.5 million.

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

Cupertino, Calif.-based Aemetis, Inc., isan international
renewable fuels and specialty chemical company focused on the
production of advanced fuels and chemicals and the acquisition,
development and commercialization of innovative technologies that
replace traditional petroleum-based products and convert first-
generation ethanol and biodiesel plants into advanced
biorefineries.


AGC INC: Trade Secrets Row Pushes Aviation Parts Co. Into Ch. 11
----------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that Connecticut-based
aviation component manufacturer AGC Inc. announced Friday it has
filed for Chapter 11 and entered into a $5.7 million stalking
horse asset sales agreement, saying the 2008 recession and costly
trade secrets litigation with an ex-employee sapped its finances.

Headquartered in Meriden, Connecticut, AGC Inc. --
http://www.agcincorporated.com-- manufactures and repairs
precision components and assemblies for the aerospace industry.
AGC had $16.6 million in revenue during the most recent fiscal
year, ending February 28, 2013.

AGC filed a Chapter 11 petition (Bankr. D. Conn. Case No. 13-
30681) on April 16, 2013, in New Haven, Connecticut.  Eric S.
Goldstein, Esq., and Kathleen M. LaManna, Esq., at Shipman &
Goodwin LLP, serve as counsel to the Debtor.  The Debtor estimated
assets and debts of $1,000,001 to $10,000,000.


AGRIPROCESSORS INC: Ct. Rules on Schreiber's Summary Judgment Bid
-----------------------------------------------------------------
In the adversary complaint JOSEPH E. SARACHEK, in his capacity as
CHAPTER 7 TRUSTEE of AGRIPROCESSORS INC. v. DANIEL SCHREIBER, Adv.
Proc. No. 10-09202, the Trustee sought to recover $115,624 the
Defendant received from Agriprocessors as preferential or
fraudulent transfers.

The Defendant, the proprietor of a catering business, made two
loans totaling $400,000 to Agriprocessors in the year leading up
to the Debtor's bankruptcy.  The Defendant argues the Trustee's
Complaint fails as a matter of law and that he is entitled to
summary judgment on his affirmative defenses.  The Defendant
claims that the transfers fall within the "ordinary course of
business" defense of Sec. 547(c)(2) of the Bankruptcy Code.

On review, Chief Judge Thad J. Collins noted that the record is
not clear whether providing the financing was within the
Defendant's ordinary course of business.  Absent this evidence,
the Court cannot grant summary judgment to the Defendant, the
judge said.

The Defendant relied on the "new value" exception of Sec.
547(c)(4).  He argues the second loan he gave to Agriprocessors in
August 2008 followed the first loan and provided new value which
falls under the statutory exception.

According to Judge Collins, "In order to mitigate recovery, the
Defendant must prove that he gave new value after receiving a
transfer -- not that the Defendant received a transfer after
giving new value. . . .  It is certain that Defendant has not
carried his burden of showing he is entitled to summary judgment
here."

Accordingly, Judge Collins granted the Defendant's motion for
summary judgment on his fraudulent transfers, but denied the
Defendant's motion for summary judgment on his affirmative
statutory defenses to the Trustee's preferential transfer
complaint.

A copy of the Bankruptcy Court's March 27, 2013 Order is available
at http://is.gd/TItcPNfrom Leagle.com.

                     About Agriprocessors Inc.

Headquartered in Postville, Iowa, Agriprocessors once produced
half the kosher beef and 40% of the kosher poultry in the U.S.  It
filed for bankruptcy following a raid by immigration authorities
in May 2008 on the plant in Postville, Iowa, where 389 workers
were arrested for having forged immigration documents.  The raid
led to numerous federal criminal charges, including a high-profile
case against Agriprocessors' President, Sholom Rubashkin.  The
Company filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
08-47472) on Nov. 4, 2008.  The case was later transferred to Iowa
(Bankr. N.D. Iowa Case No. 08-02751).  Kevin J. Nash, Esq., at
Finkel Goldstein Rosenbloom & Nash, represented the Company in its
restructuring effort.  The Debtor estimated assets and debts of
$100 million to $500 million in its Chapter 11 petition.

SHF Industries Inc. purchased substantially all of the Debtor's
assets for $8.5 million in July 2009, and renamed the company Agri
Star.  The Court approved the sale free and clear of all liens.

Agriprocessors' case was then converted to liquidation under
Chapter 7, at the consent of the Chapter 11 trustee appointed to
take over the estate.  The Chapter 11 trustee became the trustee
in the Chapter 7 case to liquidate the Debtor's remaining assets
and provide distributions to creditors.


AGRIPROCESSORS INC: Court Nixes Lubicom Summary Judgment Bid
------------------------------------------------------------
In the lawsuit JOSEPH E. SARACHEK, in his capacity as CHAPTER 7
TRUSTEE of Agriprocessors Inc., Plaintiff v. LUBICOM, LLC,
Defendant, Adv. Proc. No. 10-09129, Judge Thad J. Collins
concluded the Trustee has shown a genuine issue of material facts
exists as to whether certain disputed payments meet the criteria
for the contemporaneous exchange of new value defense, the
ordinary course of business defense, or the subsequent new value
defense.

The Trustee seeks to avoid $60,000 in payments Agriprocessors made
to the Defendant as preferential transfers as the payments were
made in the 90-day period before the Debtor filed for bankruptcy.

The Defendant moved for partial summary judgment, arguing that the
affirmative defenses under Sec. 547(c) of the Bankruptcy Code are
established as a matter of law and limit the Trustee's recovery
to, at most, $6,900.

Based on its findings, the Bankruptcy Court denied the Defendant's
motion for summary judgment.  A copy of the March 29, 2013 Order
is available at http://is.gd/4OzVpLfrom Leagle.com.

                     About Agriprocessors Inc.

Headquartered in Postville, Iowa, Agriprocessors once produced
half the kosher beef and 40% of the kosher poultry in the U.S.  It
filed for bankruptcy following a raid by immigration authorities
in May 2008 on the plant in Postville, Iowa, where 389 workers
were arrested for having forged immigration documents.  The raid
led to numerous federal criminal charges, including a high-profile
case against Agriprocessors' President, Sholom Rubashkin.  The
Company filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
08-47472) on Nov. 4, 2008.  The case was later transferred to Iowa
(Bankr. N.D. Iowa Case No. 08-02751).  Kevin J. Nash, Esq., at
Finkel Goldstein Rosenbloom & Nash, represented the Company in its
restructuring effort.  The Debtor estimated assets and debts of
$100 million to $500 million in its Chapter 11 petition.

SHF Industries Inc. purchased substantially all of the Debtor's
assets for $8.5 million in July 2009, and renamed the company Agri
Star.  The Court approved the sale free and clear of all liens.

Agriprocessors' case was then converted to liquidation under
Chapter 7, at the consent of the Chapter 11 trustee appointed to
take over the estate.  The Chapter 11 trustee became the trustee
in the Chapter 7 case to liquidate the Debtor's remaining assets
and provide distributions to creditors.


ALLIQUA INC: Marcum LLP Raises Going Concern Doubt
--------------------------------------------------
Alliqua, Inc., filed on April 16, 2012, its annual report on Form
10-K for the year ended Dec. 31, 2012

Marcum LLP, in New York, N.Y., expressed substantial doubt about
Alliqua, Inc.'s ability to continue as a going concern, citing the
Company's significant operating losses.

The Company reported a net loss of $4.9 million on $1.2 million of
revenue in 2012, compared with a net loss of $13.9 million on
$1.8 million of revenue in 2011.

According to the regulatory filing, the Company recorded an
impairment charge of $9.4 million to write down the carrying value
of the goodwill associated with the HepaLife Biosystems, Inc.
subsidiary, to its estimated fair value of zero.  There was no tax
benefit associated with the impairment.

The Company's balance sheet at Dec. 31, 2012, showed $13.7 million
in total assets, $1.6 million in total liabilities, and
stockholders' equity of $12.1 million.
A copy of the Form 10-K is available at http://is.gd/a9Ostb

Alliqua, Inc., develops, manufactures and markets high water
content, electron beam cross-linked, aqueous polymer hydrogels, or
gels, used for wound care, medical diagnostics, transdermal drug
delivery and cosmetics.  The Company is based in New York City.


AMERICA WEST RESOURCES: Can Employ Sidhu Law as Local Counsel
-------------------------------------------------------------
America West Resources Inc. sought and obtained permission from
the U.S. Bankruptcy Court to employ Sidhu Law Firm, LLC, as local
counsel for the Debtors, so Sidhu can serve as local counsel for
restructuring counsel Flaster/Greenberg P.C.

The firm will, among other things:

   (i) assist as local counsel for Flaster/Greenberg;

  (ii) present Flaster/Greenberg to the local jurisdictions;
       and

(iii) apply for pro hac admissions as necessary for
       Flaster/Greenberg.

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

The Debtors agreed to immediately pay a deposit to Sidhu's general
accounts an initial retainer in the amount of $10,000 as an
advance against fees, costs and expenses.

Sidhu's current rate for attorney's fees is $350 per hour and for
paralegals is $120 per hour.  All of the rates are adjusted
annually and the annual adjustment will apply to this engagement.

                         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
bankruptcy counsel; and consulting firm CFCC Partners, LLC, as
financial advisor.


AMERICA WEST RESOURCES: Hires Illyssa Fogel as Bankruptcy Counsel
-----------------------------------------------------------------
America West Resources Inc. sought and obtained permission from
the U.S. Bankruptcy Court to employ Law Office of Illyssa I. Fogel
as bankruptcy counsel to the Debtors.

The Debtor requires bankruptcy counsel to:

   a. give the Debtors legal advice with respect to their
      rights, powers, obligations, and duties as Debtors;

   b. assist the Debtors in the investigation of assets,
      liabilities, and financial conditions, and any other
      matter relevant to the cases or to the formulation of a
      plan or plans;

   c. prepare, on behalf of the Debtors, all necessary
      applications, motions, orders, reports, or other papers
      or documents in connection with the administration of
      the Debtors' estates, and appear on behalf of the Debtors
      at all proceedings in connection with the Debtors' cases;
      and

   d. advise the Debtors concerning the requirements of the
      Bankruptcy Code and Rules relating to the operation of
      the business of the estates.

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

The firm was given a retainer of $24,852 for this case, $12,412 of
which was earned prepetition for pre-filing advice, and for
preparing the petitions and other filing documents and paying the
filing fees.

The firm's rates are:

    Professional                        Rates
    ------------                        -----
Illyssa I. Fogel (Attorney)         $400 per hour
Jacinda Gibson-Ashby (Paralegal)    $185 per hour

                         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
bankruptcy counsel; and consulting firm CFCC Partners, LLC, as
financial advisor.


AMERICAN AIRLINES: Frequent Flier Suit Tossed in Bankruptcy Court
-----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge on Monday threw out a putative class action
against AMR Corp. over changes to a frequent flier reward program,
saying the claims are barred because an earlier settlement granted
AMR broad authority to alter the program.

According to the report, U.S. Bankruptcy Judge Sean H. Lane said
the allegations brought by lead plaintiffs Karen Ross and Steven
Edelman can't stand because they were class members in a 1995 case
in Illinois, American Airlines v. Wolens, that challenged
modifications to the American Airlines Inc. rewards program.

                     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).


AMPAL-AMERICAN: Trustee Says Firm Should Liquidate
----------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports the new leader in
charge of struggling Ampal-American Israel Corp., which invests in
energy and transportation projects throughout the Middle East,
told a bankruptcy judge that the company has little hope of
emerging from bankruptcy protection and should focus on selling
its investments instead.

Michael Luskin, a bankruptcy lawyer in New York, was picked to
serve as Chapter 11 trustee for Ampal-American Israel
Corp.  Mr. Luskin is a partner at Luskin Stern & Eisler LLP.

The bankruptcy judge called for a trustee rather than approve a
request by the creditors' committee to name a chief restructuring
officer.  The judge said that following the committee's bidding
would improperly interfere with the rights of controlling
shareholder Yousef Maiman, who opposed changing the board
composition and having an CRO.

                        About Ampal-American

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

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

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

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


AMINCOR INC: Rosen Seymour Raises Going Concern Doubt
-----------------------------------------------------
Amincor, Inc., filed on April 17, 2012, its annual report on Form
10-K for the year ended Dec. 31, 2012.

Rosen Seymour Shapss Martin & Company, in New York, N.Y. expressed
substantial doubt about Amincor's ability to continue as a going
concern, citing the Company's recurring net losses from operations
and working capital deficit of $21.2 million as of Dec. 31, 2012.

The Company reported a net loss of $33.2 million on $52.3 million
of revenues in 2012, compared with a net loss of $23.1 million on
$62.3 million of revenues in 2011.

According to the regulatory filing, the primary reason for the
increase in net loss in 2012 was due to the impairment of goodwill
and intangible assets related to BPI, Tyree and EQS of
approximately $21.4 million, the lower gross profit of
approximately $4.9 million in 2012, which was partially offset by
approximately $7.9 million in higher discontinued losses in 2011
and by reductions in SG&A expenses of approximately $8.3 million.

The Company's balance sheet at Dec. 31, 2012, showed $35.4 million
in total assets, $33.6 million in total liabilities, and
stockholders' equity of $1.8 million.

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

New York, N.Y.-based Amincor, Inc., is a holding company operating
through its operating subsidiaries Baker's Pride, Inc.,
Environmental Holding Corp. and Tyree Holdings Corp.
Additionally, Amincor Contract Administrators, Inc., and Amincor
Other Assets, Inc., are subsidiaries with minimal operations.

BPI is a producer of bakery goods.  Environmental Holding Corp.,
through its wholly owned subsidiary, Environmental Quality
Services, Inc. ("EQS"), provides environmental testing services in
the northeast United States.  Tyree Holdings Corp. is currently
one of the largest multi-faceted retail petroleum and
environmental services providers of the Northeast and Mid-Atlantic
regions of the United States.  Tyree services over 3,000 gas
stations from Maine to Maryland.


APPALACHIAN FUELS: 6th Cir. BAP Reinstates Part of WVDEP Claims
---------------------------------------------------------------
The United States Bankruptcy Appellate Panel, Sixth Circuit,
affirmed, in part, and vacated and remanded, in part for further
proceedings, a bankruptcy court ruling that denied an application
for administrative expenses filed by the West Virginia Department
of Environmental Protection against debtor-affiliates Appalachian
Premium Fuels, LLC, and Appalachian Fuels, LLC.

The bankruptcy court denied WVDEP's administrative expense claims
in their entirety after addressing the threshold question of
whether one or both of these affiliated debtors should be held
jointly and severally liable for the reclamation obligations of a
third affiliated debtor.

WVDEP issued mining permits and National Pollutant Discharge
Elimination System permits -- NPDES permits -- to the Debtors and
their affiliated entities for use in their mining operations at
the Alloy Mining Complex.

WVDEP filed an application for administrative expenses on Jan. 13,
2012.  WVDEP sought allowance of an administrative expense claim
against the Debtors for estimated future reclamation costs and
penalties associated with the mining permits to debtor affiliate
Kanawha Development Corp., the AppFuels Mining permits, and the
NPDES permits issued to KDC and AppFuels.  WVDEP's claim for
monetary relief consisted of three parts: (1) $3,589,690 for
estimated postpetition land reclamation and water remediation
costs and expenses associated with the KDC Mining permits; (2)
$1,099,938 in penalty assessments for violations occurring under
the AppFuels Mining permits and the NPDES permits issued to KDC
and AppFuels; and (3) all other costs and fees, including
attorneys fees, which the bankruptcy court deemed appropriate.  In
the alternative, WVDEP sought injunctive relief in the form of a
court order requiring the Debtors to immediately comply with all
environmental obligations under West Virginia law.

According to the Sixth Circuit BAP:

     1) the parties and the bankruptcy court failed to properly
        analyze AppFuels' and AppPremFuels' potential liability
        for the reclamation obligations associated with the
        permits owned by their affiliate, KDC;

     2) WVDEP's administrative expense claims against AppFuels
        and AppPremFuels were properly denied to the extent the
        claims were based on the theory of AppFuels' and
        AppPremFuels' derivative liability for the debts of their
        affiliate, KDC, either as a result of veil piercing under
        state law or substantive consolidation under federal
        common law;

     3) the bankruptcy court abused its discretion when it denied
        WVDEP's administrative expense claims against AppFuels to
        the extent the claims were based on the theory of
        AppFuels' direct liability for the reclamation obligations
        associated with the permits owned by AppFuels' affiliate,
        KDC;

     4) the bankruptcy court did not abuse its discretion when it
        denied WVDEP's direct liability administrative expense
        claims against AppPremFuels; and

     5) the bankruptcy court also abused its discretion when it
        denied WVDEP's administrative expense claims against
        AppFuels that were independent of the threshold question
        of whether AppFuels should be jointly and severally liable
        for the reclamation obligations associated with the
        permits owned by its affiliate, KDC, (for example,
        stipulated penalties for postpetition discharges
        purportedly due under an administrative consent order
        between AppFuels and WVDEP).

According to the Sixth Circuit BAP, the bankruptcy court will need
to determine AppFuels' liability for administrative expense claims
to the extent the claims are based on the theory of:

     -- AppFuels' direct liability for the reclamation obligations
        associated with the permits owned by KDC; or

     -- AppFuels' direct liability for other environmental
        obligations unrelated to the reclamation obligations
        associated with the permits owned by KDC (for example,
        stipulated penalties for postpetition discharges
        purportedly due under an administrative consent order
        between AppFuels and WVDEP).

Depending upon the bankruptcy court's ruling, the bankruptcy court
may also need to address secondary issues that were not a part of
its threshold determination, such as:

     -- whether WVDEP's environmental claims are properly
        administrative expense claims as opposed to prepetition
        claims; and

     -- the amount of such claims.

A copy of the Sixth Circuit BAP's April 19, 2013 opinion is
available at http://is.gd/ElZfkEfrom Leagle.com.

                      About Appalachian Fuels

Ashland, Kentucky-based Appalachian Fuels, LLC, a coal mining
company, produced and sold coal for electric utilities and coking
coal plants.  It had surface mines and underground mining
operations in eastern Kentucky and West Virginia.  Appalachian
Fuels operated as a subsidiary of Energy Coal Resources, Inc.

An involuntary petition for liquidation under Chapter 7 was filed
against Appalachian Fuels (Bankr. E.D. Ky. 09-10343) on June 11,
2009.  On June 29, 2009, the Bankruptcy Court converted the
Debtor's Chapter 7 bankruptcy to a Chapter 11.

Some of Appalachian Fuels' affiliates filed Chapter 11 petitions
and on July 17, 2009, the Court ordered that the Debtor's Chapter
11 bankruptcy be jointly administered with the bankruptcies of its
affiliates.  The cases being jointly administered with Appalachian
Fuels include: Appalachian Holding Company, Inc. (Case No.
09-10372); Appalachian Premium Fuels, LLC (Case No. 09-10373);
Appalachian Environmental, LLC (Case No. 09-10374); Kanawha
Development Corporation (Case No. 09-10375); Appalachian Coal
Holdings, Inc. (Case No. 09-10405); and Southern Eagle Energy, LLC
(Case No. 09-10406).

On July 14, 2009, the Court appointed the Official Committee of
Unsecured Creditors.

On Dec. 19, 2011, the Court entered an Agreed Order of
Confirmation of the Debtors' and Committees' Plan of Orderly
Liquidation and Distribution.  Pursuant to the terms of the Plan,
on the Jan. 3, 2012, effective date, the Official Committee of
Unsecured Creditors was dissolved and the App Fuels Creditors
Trust was established.  A Liquidating Trustee was appointed to
continue pursuit of causes of action on behalf of the Debtor.

Larry Addington, which owns a 30% stake in Energy Coal Resources
Inc., filed for personal Chapter 11 bankruptcy (Bankr. E.D. Ky.
Case No. 12-10029) on Jan. 26, 2012.


ARCAPITA BANK: Standard Chartered Disagrees With Plan Term Sheet
----------------------------------------------------------------
Standard Chartered Bank opposes the approval of the disclosure
statement for Arcapita Bank B.S.C.(c), and its affiliated Debtors'
first amended plan.

According to SCB, the Debtor's Plan and first amended disclosure
statement are premised on a purported settlement term sheet with
SCB, which SCB relates it has not agreed to.  Thus, the Disclosure
Statement contains grossly inadequate and incorrect disclosure and
cannot be approved.  "To the extent the Debtors are attempting to
impose the treatment set forth in the SCB Term Sheet on SCB over
its objection, such treatment violates the express statutory
requirements of the Bankruptcy Code and thus the Disclosure
Statement cannot be approved," SCB told the Court.

According to papers filed with the Court, SCB says the construct
of the Plan is a scheme by the Debtors to deprive creditors of
Arcapita Investment Holdings Limited (including SCB) of their
rights under Cayman Islands law in AIHL's provisional liquidation
proceeding in the Grand Court of the Cayman Islands through the
purported sale of AIHL's assets to a newly created affiliate.
"The Debtors' creditors and the Court should not be lured into
supporting the Plan without appropriate disclosure that it is
unlikely that the Plan will be approved or otherwise supported by
the Cayman Islands Court in the face of an objection by SCB."

SCB goes on to state that the Plan described in the Disclosure
Statement is patently unconfirmable under Chapter 11 for the
following reasons:

"First, SCB cannot be required to waive its administrative or
superpriority claims.  These claims are required to be paid in
full and in cash as a matter of law.

"Second, under the Plan, the Debtors cannot require that
affiliates of SCB take any action whatsoever with respect to any
rights they may have against non-Debtor affiliates.  Standard
Chartered Bank (China) Limited has extended an approximately
270,935,198 murabaha facility (approximately 286,832,842 or
$46.4 million is outstanding) to certain non-Debtor affiliates
that is secured by certain wind energy assets in China (the
"Honiton Facility").  Under the SCB Term Sheet, the Debtors
require that SCB and the Debtors "will engage in good faith
negotiations in an effort to reach an amendment to the Honiton
Facility in connection with the plan process."  SCB and SCB China
are entitled as a matter of law to take any actions (including the
exercise of enforcement remedies) that they believe are permitted
under the Honiton Facility, related agreements, and applicable
law.

"Third, under Cayman Islands law, the shares of the Subsidiary
Debtors that are mortgaged to SCB are the property of SCB.
Specifically, SCB is the beneficial owner of such shares, has
equitable title to such shares, and any distributions on account
of such shares are property of express trusts established under
Cayman Islands law for the benefit of SCB.  As such, the shares
and the trust property are not property of the Debtors or property
of the Debtors? estates.  Accordingly, neither the shares nor the
trust property can be used by the Debtors to fund their
reorganization under the Plan.  Because the Plan proposes to use
the shares and the trust property to fund the Plan, it is patently
unconfirmable and therefore the Disclosure Statement cannot be
approved.

"Fourth, absent SCB's consent, the Debtors cannot satisfy the
requirements of Section 1129(a)(10) of title 11 of the United
States Code and thus cannot confirm the Plan for any of the
Debtors.  From the outset of these cases, the Debtors have
represented to the Court that SCB was the only creditor of
Arcapita LT Holdings Limited, WindTurbine Holdings Limited, AEID
II Holdings Limited, and RailInvest Holdings Limited (the
"Subsidiary Debtors").  Although the Debtors for the first time
have asserted that there are other creditors of the Subsidiary
Debtors under the Plan and Disclosure Statement, each of these
creditors are unimpaired under the Plan.

"The Debtors have not attempted to substantively consolidate these
cases for the simple reason that the Debtors could not in good
faith seek to consolidate the cases of the Subsidiary Debtors --
four special purpose vehicles formed under Cayman Islands law --
where SCB expressly relied on the corporate separateness and
structural priorities of those entities.  Accordingly, the Plan
cannot be confirmed with respect to Subsidiary Debtors without
violating Section 1129(a)(10) of the Bankruptcy Code.  Moreover,
because a substantial portion of the value of the Debtors flows
through Arcapita LT, the Plan cannot be confirmed with respect to
AIHL and Arcapita Bank B.S.C.(c.) as there can be no assurance
that the proposed treatment for creditors of AIHL and Arcapita
Bank could be achieved absent a confirmed plan for the Subsidiary
Debtors.

"Fifth, the Debtors'Bahrain banking license and company
registration expressly provide that Arcapita is authorized to
practice in Bahrain as a wholesale bank governed by Islamic
principles, and the Disclosure Statement provides that the Debtors
are and shall remain Shari'ah-compliant entities.  The Plan
proposes to impose a new Murabaha agreement on SCB.  However, a
Shari'ah-compliant instrument is formed by a contractual agreement
between the parties.  Without consent, the transaction fails.

"In order for a Murabaha transaction to be effectuated, SCB would
need to take many affirmative actions, including the purchase and
sale of approximately $100 million in precious metals.  This
purchase and sale requirement cannot simply be "deemed" satisfied
if the Murabaha agreement is to be Shar'ah compliant.
Accordingly, any imposed treatment on SCB would be a clear
violation of the Debtors' corporate governance and would
constitute an ultra vires action that cannot be approved by the
Court.  Such an act may also amount to a breach of Arcapita Bank's
banking license.

"Moreover, it is outside the bounds of chapter 11 and U.S. law for
any court to enter an affirmative injunction requiring SCB to
spend approximately $100 million of its own money to purchase
precious metals and enter into an agreement to sell such metals to
Arcapita on terms unacceptable to SCB, where SCB is under no legal
obligation (much less a legal obligation requiring specific
performance) to do so.  There can be no dispute that a Chapter 11
plan cannot require a creditor to take such affirmative action to
obtain a recovery under the plan.

"Even if this Court were to permit the Debtors to violate wantonly
their own corporate governance, the Disclosure Statement must be
revised to provide full disclosure that the Debtors are willfully
violating their Islamic principles and disclose any repercussions
that the Debtors could face from not only their creditors and
investors, but also the creditors, investors and trade partners of
their non-debtor affiliates and any loss of value or other
negative impact that the Debtors may face as a result of the
blatant disregard of their corporate governance.

"Sixth, the terms of the Debtor' proposed exit financing have not
yet been finalized.  Without exit financing in place the Plan is
not feasible on its face and cannot be confirmed.  Moreover, the
terms of the exit financing will have a direct and likely negative
impact on SCB.  Unless and until the terms and conditions of the
exit financing are finalized, the Disclosure Statement cannot be
approved.

"Seventh, leaving aside the fact that the Debtors are not able to
cram down SCB in a Shari'ah-compliant manner, the proposed profit
rate under the New SCB Facility is substantially lower than the
market rate evidenced in these Chapter 11 cases, and therefore is
not an appropriate cramdown rate.

"In light of the significant issues under Cayman Islands law
discussed herein, the Court as a matter of judicial economy should
grant SCB limited relief from the automatic stay to litigate these
issues before the Cayman Islands Court, which is better suited to
determine issues of Cayman Islands law, and to avoid having these
issues litigated in this Court and then in the Cayman Islands
Court.

"Accordingly, the Disclosure Statement cannot be approved as it
contains woefully inadequate information and describes a Plan that
is facially unconfirmable. Moreover, the Plan will result in
duplicative litigation if limited stay relief is not granted to
SCB.

A copy of SCB's objection is available at:

          http://bankrupt.com/misc/arcapita.doc1003.pdf

                      First Amended Plan

As reported in the TCR on April 19, 2013, Arcapita Bank B.S.C.(c),
et al., filed on April 16, 2013, a First Amended Disclosure
Statement in Support of the Debtors' First Amended Joint Plan of
Reorganization dated April 16, 2013.

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

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

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

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

                        About Arcapita Bank

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

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

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

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

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

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

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

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

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


ASARCO LLC: Grupo Mexico Pulled Back Into Insurer's $12M Suit
-------------------------------------------------------------
Gavin Broady of BankruptcyLaw360 reported that a Texas appeals
court on Thursday brought Grupo Mexico SAB de CV back into a
dispute between bankrupt subsidiary Asarco LLC and its insurer
over a $12 million asbestos injury coverage settlement,
criticizing Grupo's obstructionism in refusing to provide
jurisdictional discovery.

According to the report, the Texas Thirteenth District Court of
Appeals reversed a lower court's dismissal of Grupo on personal
jurisdiction grounds, saying the court should not have denied a
continuance motion brought by Mt. McKinley Insurance Co. over
Grupo's alleged refusal to provide discovery related to the
jurisdiction.

                          About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005.  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ATP OIL: Credit Suisse Files Notice of Intent to Credit Bid
-----------------------------------------------------------
Credit Suisse AG, Cayman Islands Branch, as administrative agent
and collateral agent under ATP Oil & Gas Corporation's Senior
Secured Superpriority Debtor-in-Possession Credit Agreement dated
as of August 29, 2012, filed a Notice of Intent to Credit Bid on
April 18, 2013, with respect the Debtor's proposed sale or sales
of substantially all of its Deepwater Property Assets.

Credit Suisse's notice disclosed that it expects the Required
Lenders will, pursuant to Section 11.09 of the Credit Agreement,
instruct it to credit bid on behalf of the holders of the Secured
Obligations for certain assets owned by ATP Oil, including at the
Auction. Credit Suisse reserved all of its and the DIP Lenders'
rights under the Credit Agreement, the Final Order, and the
Bidding Procedures.

As previously reported, the Court established April 23, 2013, 9:00
a.m. (Central Prevailing Time) as the Auction Date, and April 25,
2013, at 1:30 p.m. (Central Prevailing Time) as the Sale Hearing
Date.

Meanwhile, more parties filed objections and reservation of rights
to ATP Oil's emergency motion for an order approving the sale of
substantially all of its Deepwater Property Assets, and for
approval of the assumption and assignment of contracts and leases
and proposed cure amounts.

The objecting parties are:

* ATP Infrastructure Partners, L.P.
* Blanchard Contractors, Inc. and REC Marine Logistics, LLC
* EFS-R LLC and GE Energy Financial Services, Inc.
* Diamond Offshore Company
* Pioneer Natural Resources USA, Inc.
* Archer Rental Services, LLC, Great White Pressure Control, LLC,
  Cameron International Corp., MCS Kenny (Marine Computation
  Services Kenny, Inc.), Newpark Environmental Services, LLC, PPI
  Technology Services, LLC, PetroQuip Energy Services, LLC, and
  Wood Group Production Services, Inc. (collectively, the
  Statutory Lien Claimants)
* National Oilwell Varco, L.P., d/b/a NOV Portable Power, NOV
  Tuboscope, and NOV Wilson

                         About ATP Oil

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

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

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

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

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

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


ATP OIL: Bid to Compel Remittance of ORRI Proceeds Dismissed
------------------------------------------------------------
United States Bankruptcy Judge Marvin Isgur on April 19, 2013,
signed an agreed order dismissing the emergency motion filed by
Macquarie Investments LLC and Keba Energy LLC to compel ATP Oil &
Gas Corporation to comply with the Court's August 24, 2012 "ORRI
Payment Order".

The Agreed Order disclosed that the Debtor initiated the wire
transfers representing remittances of the ORRI Proceeds in
question on April 3, 2013. After the wire transfers were
initiated, the Debtor filed its response to the Motion to Compel,
seeking an order denying all relief requested in the Motion to
Compel or alternatively rescheduling the emergency hearing to give
it an opportunity to conduct discovery.

The emergency hearing on the Motion to Compel was commenced on
April 4, 2013 at 1:30 p.m. During a break in the hearing, the
Debtor agreed to pay (i) all reasonable attorneys' fees and costs
incurred by MILLC and Keba in prosecuting the Motion to Compel and
in obtaining receipt of the ORRI Proceeds and (ii) interest on the
ORRI Proceed amounts from the due dates under the agreements
through the date of actual payment. MILLC and Keba agreed that
payment of the fees, costs, and interest by the Debtor would be an
acceptable resolution of the Motion to Compel. An announcement
regarding the parties' agreement was made in open court.

"The Debtor has now paid the fees, costs, and interest it agreed
to pay. The parties agree that the payment of such fees, costs,
and interest renders the Motion to Compel moot," Judge Isgur
concluded.

                         About ATP Oil

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

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

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

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

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

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


BEECHCRAFT HOLDINGS: Court Denies Challenge on Afghan Plane Deal
----------------------------------------------------------------
Reuters reported that the U.S. Air Force said on Friday that U.S.-
based Sierra Nevada Corp and Brazil's Embraer would continue work
on a $428 million contract to build new attack aircraft for
Afghanistan after a federal court rejected a challenge by rival
Beechcraft.

According to the Reuters report, U.S. Air Force spokesman Ed
Gulick said the Court of Federal Claims denied Beechcraft's
challenge, but the congressional Government Accountability Office
(GAO) was still reviewing a separate protest that Beechcraft filed
against the deal.

The report related that continued work on the Light Air Support
(LAS) contract "honors the U.S. Air Force's critical and time-
sensitive commitment to provide air support capability to the
Afghan Air Force (AAF)," Gulick said.

Beechcraft, which emerged from Chapter 11 bankruptcy protection
earlier this year, sued the Air Force to halt work on the planes
while federal auditors reviewed the company's protest, Reuters
recalled.  The Air Force had authorized Sierra Nevada and Embraer
to keep working on the order, despite Beechcraft's protest.

"Today's decision ensures that work will continue uninterrupted on
the LAS contract and that we will be able to deliver these
aircraft in mid-2014," Sierra Nevada and Embraer said in a joint
statement, Reuters cited.

Reuters further related that the Air Force is racing to get new
aircraft to Afghanistan and train pilots to fly them as U.S.
forces prepare to withdraw from the country after over a decade of
war.


BERING EXPLORATION: Offering 4 Million Shares Under Option Plan
---------------------------------------------------------------
Bering Exploration, Inc., filed a Form S-8 registration statement
with the U.S. Securities and Exchange Commission to register
4 million shares of common stock issuable under the Company's
2013 Stock Option Plan for a proposed maximum aggregate offering
price of $860,000.  A copy of the prospectus is available at:

                       http://is.gd/o3PfII

                    About Bering Exploration

Houston-based Bering Exploration, Inc., primarily focuses its
business on the exploration, acquisition, development, production
and sale of natural gas, crude oil and natural gas liquids from
conventional reservoirs within the United States.  In addition,
the Company owns 25% of Intertech Bio, which is developing
products to treat cancer, infectious diseases and other medical
conditions associated with compromised immune systems.  The
Company is not actively involved in the management of Intertech
Bio.

LBB and Associates, Ltd, LLP, in Houston, Texas, issued a going
concern opinion on Bering Exploration's audited financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company's limited amounts of
revenue, recurring losses from operations and negative working
capital raise substantial doubt about the Company's ability to
continue as a going concern.

For the nine months ended Dec. 31, 2012, the Company had a net
loss of $3.0 million on $65,772 of oil and gas revenue, compared
with a net loss of $3.4 million on $49,369 of oil and gas revenue
for the nine months ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.3 million
in total assets, $1.2 million in total liabilities, and
stockholders' equity of $106,119.


BIG M INC: Creditors Denied Access to Privileged Docs
-----------------------------------------------------
Linda Chiem of BankruptcyLaw360 reported that a New Jersey
bankruptcy judge ruled Wednesday that the unsecured creditors'
committee for bankrupt retailer Big M Inc. does not have the power
to force the company to produce documents and communications
between its staff and general counsel that are protected by
attorney-client privilege.

According to the report, U.S. Bankruptcy Judge Donald H. Steckroth
denied the committee's motion to compel documents and
communications related to Big M's financial affairs and the
circumstances surrounding a junior participation agreement --
entered into by April Vreeland Associates LLC.

                          About Big M

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

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

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

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

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


BIOFUEL ENERGY: Has Until July to Find Buyer for Ethanol Plants
---------------------------------------------------------------
Certain subsidiaries of BioFuel Energy Corp. are given until
July 30, 2013, to pursue one or more strategic alternatives,
including but not limited to a potential sale of one or both of
the Company's ethanol plants.

The subsidiaries entered into a definitive agreement with First
National Bank of Omaha, as escrow agent under the Lender
Agreement, and as administrative agent and collateral agent under
a Sept. 25, 2006, secured credit agreement.

This grace period is subject to the achievement of certain
milestones, and may be extended at the sole discretion of the
Administrative Agent.

The Company has engaged Piper Jaffray & Co to act as its financial
adviser.

Simultaneously with the execution of the Lender Agreement, the
parties also entered into a a Deed in Lieu of Foreclosure
Agreement and Joint Escrow Instructions, pursuant to which, among
other things, the Borrowers have agreed to transfer ownership of
their respective ethanol plants, including the underlying real
property, personal property and all material contracts used to
operate the plants, to certain designees of the Administrative
Agent and the Lenders, in full satisfaction of all outstanding
obligations under the Credit Agreement and in lieu of the
Administrative Agent, the Collateral Agent and the Lenders
exercising their rights and remedies under the Credit Agreement
and related financing documents.  The Company has made a
contingent payment into escrow of approximately $900,000 for the
anticipated payment of certain obligations and liabilities of the
Borrowers which are to be paid or assumed by NewCo in conjunction
with any such transfer.  In conjunction with any such transfer,
the Company would receive a full and final release of all known or
potential claims of the Lenders, as well as a 1% equity interest
in Newco, which may be increased, under certain circumstances, to
a 2% equity interest in Newco along with the right to acquire up
to an additional 17.5% of the equity of Newco.

Under the terms of the Lender Agreement, the Deed in Lieu
Agreement is to be held in escrow by the Escrow Agent until the
earlier of such time as the Company and its Borrower subsidiaries
have completed their pursuit of the strategic alternatives or
July 30, 2013, unless otherwise extended by the Administrative
Agent.

                       About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

Biofuel Energy disclosed a net loss of $46.32 million on $463.28
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $10.36 million on $653.07 million of net sales
during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $250.42
million in total assets, $195.31 million in total liabilities and
$55.11 million in total equity.

Grant Thornton LLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company incurred a net loss of $46.3 million during the year
ended Dec. 31, 2012, is in default under the terms of the Senior
Debt Facility, and has ceased operations at its Fairmont ethanol
facility.  These conditions, among other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.

                        Bankruptcy Warning

"Although the Company intends to diligently explore and pursue any
number of strategic alternatives, we cannot assure you that it
will be able to do so on terms acceptable to the Company or to the
lenders under the Senior Debt Facility, if at all.  In addition,
in either the case of a transfer of the assets of the Operating
Subsidiaries to the lenders under the Senior Debt Facility or a
sale of one or both of our plants ...  we cannot assure you as to
what value, if any, may be derived for shareholders of the Company
from such transfer or sale.  The lenders under the Senior Debt
Facility could also elect to exercise their remedies under the
Senior Debt Facility and take possession of their collateral,
which could require us to seek relief through a filing under the
U.S. Bankruptcy Code," according to the Company's annual report
for the year ended Dec. 31, 2012.


BLUEFLY INC: WeiserMazars LLP Raises Going Concern Doubt
--------------------------------------------------------
Bluefly, Inc., filed on April 16, 2012, its annual report on Form
10-K for the year ended Dec. 31, 2012.

WeiserMazars LLP, in New York, N.Y., expressed substantial doubt
about Bluefly, Inc.'s ability to continue as a going concern,
citing the Company's significant recurring operating losses,
decreasing liquidity, and negative cash flows from operation.

The Company reported a net loss of $24.9 million on $93.4 million
of net sales in 2012, compared with a net loss of $11.4 million on
$96.3 million of net sales in 2011.

The Company's gross profit decreased by approximately 43% to
$16.1 million for the year ended Dec. 31, 2012, from $28.3 million
for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $36.5 million
in total assets, $31.6 million in total liabilities, and
stockholders' equity of $4.9 million.

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

Headquartered in New York, N.Y., Bluefly, Inc., is a leading
online retailer of designer brands at superior values.


BLUEJAY PROPERTIES: Has Until April 30 to Propose Chapter 11 Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas extended
until April 30, 2013, Bluejay Properties, LLC's exclusive period
to file the proposed Chapter 11 Plan.

Bankers' Bank of Kansas, N.A. has filed limited objection to the
Debtor's first motion to extend time to submit Plan and solicit
acceptances for that Plan.

According to BBOK, as of the date of objection, no order has been
entered related to the motion to sell real estate, and in
accordance with the purchase agreement for the sale of the real
estate, no contract for sale is enforceable until the order is
entered.  Thus until such time as the order is entered, the Debtor
has no contract in place and has not shown any cause to extend the
deadline to file and obtain approval of a plan.

                      About Bluejay Properties

Based in Junction City, Kansas, Bluejay Properties, LLC, doing
business as Quinton Point, filed a bare-bones Chapter 11 petition
(Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28,
2012.  Bankruptcy Judge Robert D. Berger presides over the case.
Todd A. Luckman, Esq., at Stumbo Hanson, LLP in Topeka.

The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million.  The Debtor scheduled liabilities of
$13,112,325.  The petition was signed by Michael L. Thomas of TICC
Prop., managing member.

Bankers' Bank of Kansas, owed approximately $13.08 million, is
represented by Arthur S. Chalmers of Hite, Fanning & Honeyman,
LLP.  The University National Bank, owed approximately
$1.2 million, is represented by Edward J. Nazar of Redmond &
Nazar, L.L.P., and Todd Thompson of Thompson Ramsdell & Qualseth,
P.A.


BODISEN BIOTECH: Accumulated Losses Prompt Going Concern Doubt
--------------------------------------------------------------
Bodisen Biotech, Inc., filed on April 16, 2012, its annual report
on Form 10-K for the year ended Dec. 31, 2012.

Clement C. W. Chan & Co., expressed substantial doubt about
Bodisen Biotech's ability to continue as a going concern.  The
independent auditors noted that the Company incurred a net loss of
$16.4 million for the year ended Dec. 31, 2012, and has
accumulated losses of $30.7 million at Dec. 31, 2012.

The Company reported a net loss of $16.4 million on $8.1 million
of revenue in 2012, compared with a net loss of $2.3 million on
$7.7 million of revenue in 2011.

The Company recorded a loss of $9.1 million for the write down of
property and equipment in 2012.  Also, included in non-operating
income (expense) is a write down on investment in marketable
security of approximately $2.8 million of a long-term equity
investment that was deemed to be other than temporary.  There was
no such write down in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $22.7 million
in total assets, $2.8 million in total current liabilities, and
stockholders' equity of $19.9 million.

A copy of the Form 10-K is available at http://is.gd/sIXUE9

Based in Xi'an, Shaanxi, China, Bodisen Biotech, Inc., is engaged
in developing, manufacturing and selling organic fertilizers,
liquid fertilizers, pesticides and insecticides in the People's
Republic of China, and has developed a product line of over 60
items.


BON-TON STORES: Incurs $21.5 Million Net Loss in Fiscal 2013
------------------------------------------------------------
Bon-Ton Stores, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$21.55 million on $2.91 billion of net sales for the year ended
Feb. 2, 2013, as compared with a net loss of $12.12 million on
$2.88 billion of net sales for the year ended Jan. 28, 2012.

The Company's balance sheet at Feb. 2, 2013, showed $1.63 billion
in total assets, $1.52 billion in total liabilities and $110.60
million in total shareholders' equity.

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

                        http://is.gd/cv669H

                        About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 11 furniture galleries, in 24 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

                           *     *     *

As reported by the TCR on July 13, 2012, Moody's Investors Service
revised The Bon-Ton Stores, Inc.'s Probability of Default Rating
to Caa1/LD from Caa3.  The Caa1/LD rating reflects the company's
exchange of $330 million of new senior secured notes due 2017 for
$330 million of its unsecured notes due 2014.  Moody's also
affirmed the company's Corporate Family Rating at Caa1 and
affirmed the Caa3 rating assigned to the company's senior
unsecured notes due 2014.

Moody's said the affirmation of the company's 'Caa1' corporate
family rating reflects the company's persistent negative trends in
sales and operating margins and uncertainties that the company's
strategies to reverse these trends will be effective.


BOREAL WATER: Patrick Rodgers Raises Going Concern Doubt
--------------------------------------------------------
Boreal Water Collection, Inc., filed on April 16, 2012, its annual
report on Form 10-K for the year ended Dec. 31, 2012.

Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida,
expressed substantial doubt about Boreal Water's ability to
continue as a going concern.  Mr. Rodgers noted that the Company
has a minimum cash balance available for payment of ongoing
operating expenses, has experienced losses operations since
inception, and it does not have a source of revenue sufficient to
cover its operating costs.

The Company reported a net loss of $822,902 on $2.7 million of
sales in 2012, compared with a net loss of $1.3 million on
$2.7 million of sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $3.7 million
in total assets, $3.9 million in total liabilities, and a
stockholders' deficit of $173,084.

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

Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., The
Company is a personalized bottled water company specializing in
premium custom bottled water.


CAPITOL CITY: Incurs $1.7 Million Net Loss in 2012
--------------------------------------------------
Capitol City Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.73 million on $13.30 million of total interest
income for the year ended Dec. 31, 2012, as compared with a net
loss of $1.59 million on $14.61 million of total interest income
for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $300.66
million in total assets, $292.24 million in total liabilities and
$8.41 million in total stockholders' equity.

Nichols, Cauley and Associates, LLC, in Atlanta, Georgia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company is operating under regulatory
orders to, among other items, increase capital and maintain
certain levels of minimum capital.  As of Dec. 31, 2012, the
Company was not in compliance with these capital requirements.  In
addition to its deteriorating capital position, the Company has
suffered significant losses related to nonperforming assets, and
has significant maturities of liabilities within the next twelve
months.  These matters raise substantial doubt about the ability
of Capitol City and subsidiaries to continue as a going concern

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

                        http://is.gd/06RjHT

                        About Capitol City

Atlanta, Georgia-based Capitol City Bancshares, Inc., was
incorporated under the laws of the State of Georgia for the
purposes of serving as a bank holding company for Capitol City
Bank and Trust Company.  The Bank operates a full-service banking
business and engages in a broad range of commercial banking
activities, including accepting customary types of demand and
timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.


CENTRAL EUROPEAN: Ch. 11 Plan Draws Fire From Investor
------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that a Central European
Distribution Corp. investor on Monday asked a Delaware bankruptcy
judge to pull the reins on the vodka distributor's plan to
reorganize under the control of its chairman, Russian billionaire
Roustam Tariko, saying a funding agreement underpinning the plan
requires "heightened scrutiny."

According to the report, Eugenio Rainoldi, whose $3.3 million
investment is slated to be wiped out under CEDC's Chapter 11 plan,
lodged an objection to the company's assumption of the funding
agreement, under which Tariko's holding company, Roust Trading
Ltd., will make a  $172 million investment.

                            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.


CHEYENNE HOTEL: Hearing Continued to Jul 22; Discovery Due June 21
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
continued to July 22, 2013, at 9:00 a.m. the hearing on: (i)
Cheyenne Hotel Investments LLC's Amended Plan of Reorganization
filed Oct. 24, 2012, and supporting Disclosure Statement; (ii)
Wells Fargo Bank, N.A.'s Chapter 13 Plan filed July 13, 2012; and
(3) Debtor's objection to Wells Fargo Bank Claim # 11.  Discovery
is due by June 21, 2013.  The parties will file exhibit and
witness lists by July 15, 2013.

As reported in the TCR on Feb. 5, 2013, the Debtor's Plan is
facing objections from Wells Fargo.

Wells Fargo said the Debtor's Plan fails to meet the Bankruptcy
Code's "fair and equitable" standard and cannot "cram down" Wells
Fargo's claim.  According to Wells Fargo, the Debtor's Plan
proposes to extend the term of Wells Fargo's loan for two years,
but fails to provide it with sufficient deferred cash payments to
cover the present value of its secured claim, fails to cure pre-
petition monetary defaults, and strips it of default interest that
it is contractually entitled to receive under its loan documents.

On the other hand, Wells Fargo says its proposed Chapter 11 Plan
would pay all of the Debtor's creditors in full and assure the
Debtor's viability as a going concern.

                  Objection to Wells Fargo's Plan

Wells Fargo has filed an alternative plan for the Debtor and, as
expected, the Debtor is objecting to that plan.

The Debtor objects to confirmation of Wells Fargo's Plan on these
arguments:

  -- Wells Fargo has not filed a Disclosure Statement in support
     of its Plan.

  -- The treatment accorded to equity holders under the Wells
     Fargo Plan is not fair and equitable, because the Debtor has
     equity in its assets, after payment or satisfaction of all of
     its creditors.

  -- The Wells Fargo Plan is not confirmable, inter alia, because
     it does not meet the requirements of 11 U.S.C. 1129 Section
     (a) (1), (3), and (7).

  -- Wells Fargo has refused to disclose the facts underpinning
     its apparent conclusion that the amount of the Wells Fargo
     claim exceeds the value of the Debtor's property.

As reported in the TCR on July 23, 2012, the Debtor's Plan treats
Wells Fargo's claims as fully secured and has estimated the claim
at $8 million.  Under the Debtor's Plan, holders of the Note A
claims will receive a pro rata portion of two streams of payments
as follows:

    (a) in equal monthly installments in the amount of $49,563.64,
        consisting of interest upon the Loan Balance of such Note
        at the rate of 6.07% per annum, calculated upon a 360-day
        year, and principal, to be applied to the balance of such
        Claim to the extent the monthly payment exceeds the
        interest so calculated;

    (b) 60 equal monthly installments of principal and interest
        at the rate of 7.07% per annum, commencing on the first
        day of the first month following the Effective Date of the
        Plan, fully amortizing over such 60 month period the
        full amount of the Accrued Delinquency Balance.

Monthly payments will be made for a period of 60 months after the
effective date of the Plan.

Under the Debtor's Plan, holders of small unsecured claims --
wherein each holder has a claim not exceeding $1,000 or elects to
have the claim reduced to $1,000 -- will each receive $800 or 80%
of his/her allowed claim.  Holders of other general unsecured
claims will receive six installments commencing on the first day
of the first calendar quarter occurring after the Effective Date
and continuing on the first day of each for the next five calendar
quarters.

Holders of the membership interest in the Debtor will retain their
equity interest.

Wells Fargo and unsecured creditors, which impaired under the
Plan, would be entitled to vote in favor of or against the Plan.

A copy of the Debtor's Plan is available at:

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

                        Wells Fargo's Plan

Wells Fargo -- as trustee for holders of certain commercial
mortgage pass-through certificates related to notes in the
original amounts of $8 million (Note A) and $560,000 (Note B) --
has a plan that returns 100% to unsecured creditors.  Unsecured
creditors will receive cash with postpetition interest.  Under the
Plan, Wells Fargo will receive all property of the Debtor in full
satisfaction of its secured claim.  Wells Fargo, other secured
creditors, unsecured creditors are all unimpaired under the Plan.
Only equity holders, who won't receive anything, are impaired
under the Plan.  Wells Fargo will provide funding for the Plan.

A copy of the Wells Fargo Plan is available at:

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

                 About Cheyenne Hotel Investments

Cheyenne Hotel Investments LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on
June 28, 2011, disclosing assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, Esq.,
represents the Debtor as counsel.

Cheyenne Hotel Investments, LLC, owns a property consisting of a
104 room hotel located in Colorado Springs, and known as Homewood
Suites by Hilton.


CHINA PEDIATRIC: Clement C. W. Chan Raises Going Concern Doubt
--------------------------------------------------------------
China Pediatric Pharmaceuticals, Inc. filed on April 16, 2012, its
annual report on Form 10-K for the year ended Dec. 31, 2012

Clement C. W. Chan & Co., in Hong Kong, expressed substantial
doubt about China Pediatric's ability to continue as a going
concern, citing the Company's net loss of $9,152,318 for the year
ended Dec. 31, 2012, and accumulated deficit of $6,534,904 at
Dec. 31, 2012.

The Company reported a net loss of $9.2 million on $14.2 million
of sales in 2012, compared with a net loss of $7.0 million on
$27.4 million of sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $12.1 million
in total assets, $500,048 in total current liabilities, and
stockholders' equity of $11.6 million.

A copy of the Form 10-K is available at http://is.gd/6RP68T

Located in Xi'an City, P.R.C., China Pediatric Pharmaceuticals,
Inc., engaged in the business of manufacturing and marketing of
over-the-counter and prescription pharmaceutical products for the
Chinese marketplace as treatment for a variety of diseases and
conditions.


CHINA SHEN: Gets NYSE MKT Listing Non-Compliance Notice
-------------------------------------------------------
China Shen Zhou Mining & Resources, Inc. on April 22 disclosed
that on April 17, 2013, China Shen Zhou Mining & Resources, Inc.
received a letter from the NYSE MKT LLC advising that the Company
was no longer in compliance with Sections 134 and 1101 of the
Exchange's Company Guide due to the Company's inability to timely
file its annual report on Form 10-K for the fiscal year ended
December 31, 2012.  In addition, the Company is also in material
violation of its listing agreement with the Exchange for not
timely filing the Form 10-K, and as such the Exchange is
authorized (pursuant to Section 1003(d) of the Company Guide) to
suspend, and unless prompt corrective action is taken, remove the
Company's securities from the Exchange.

The Company is afforded the opportunity to submit a plan of
compliance to the Exchange by May 1, 2013 that demonstrates the
Company's ability to regain compliance with Sections 134 and 1101
of the Company Guide by July 16, 2013.  If the Company does not
submit a plan of compliance, if the plan is not accepted by the
Exchange, or if the Company does not make progress consistent with
the plan if it is accepted, the Company will be subject to
delisting procedures as set forth in the Company Guide.

The Company has indicated its intention to submit a plan to the
Exchange on or before May 1, 2013 and believes it can provide the
Exchange with a satisfactory plan to show that it will be able to
return to compliance with Sections 134 and 1101 of the Company
Guide.

          About China Shen Zhou Mining & Resources, Inc.

Headquartered in Beijing, China, China Shen Zhou Mining &
Resources, Inc., through its subsidiaries, --
http://www.chinaszmg.com/-- is engaged in the exploration,
development, mining, and processing of fluorite and nonferrous
metals such as zinc, lead, and copper in China.  The Company has
the following principal areas of interest in China: (a) fluorite
extraction and processing in the Sumochaganaobao region of Inner
Mongolia; (b) fluorite extraction and processing in Jingde County,
Anhui Province; (c) zinc/copper/lead processing in Wulatehouqi of
Inner Mongolia; and (d) zinc/copper exploration, mining, and
processing in Xinjiang.


CHUKCHANSI GOLD: Note Holders Give Notice of Default to Rabobank
----------------------------------------------------------------
On Thursday, April 11, 2013, counsel for the trustee under the
Indenture governing the 93/4% Secured Notes due 2020 issued by the
Chukchansi Economic Development Authority, a wholly owned
enterprise of the Picayune Rancheria of the Chukchansi Indians,
notified counsel for CEDA that it has, at the direction of the
holders of the Notes, given notice of an event of default to
Rabobank, N.A., the bank designated pursuant to the Indenture as
the depositary of revenues generated by the Chukchansi Gold Resort
& Casino, and directed that $12,533,658.75 of funds on deposit in
the operating account established with Rabobank for the purpose of
holding such revenues (or, according to the Trustee in its notice
to counsel for CEDA, such lesser amount to maintain a balance of
$1,000,000.00 in such operating account) be paid to the Trustee on
account of partial payment for the (i) April 1st interest payment
due and owing to holders of the Notes under the Indenture and (ii)
fees and expenses of the Trustee (and certain professionals acting
on its behalf) in connection with its duties under the Indenture
(including a request from counsel for the Trustee for a $300,000
retainer in connection with its role acting for the Trustee).

Further, counsel for the Trustee stated in its notice to counsel
for CEDA:

"I have been asked to emphasize that the holders took that action
given the current inability to reach a consensual arrangement for
the stabilization of casino operations and an agreed procedure
between your two 'factions' for the payment of even the most basic
of casino related expenses.  We also note the absence of any
agreement on even a process for discussing or hearing the ultimate
resolution of the disputes between what we have referred to as the
'two factions seeking control of governance of the casino and
related matters.'  We remain committed to advancing a process in
which there can be an amicable resolution, but continue to reserve
any and all rights and remedies."

"We also refer you to the provisions of the applicable documents
relating to the step down of the Monthly Tribal Distribution and
the provisions relating to the cessation of tribal distributions.
At this time, the Trustee has indicated it will forbear from
reducing or eliminating the Monthly Tribal Distribution, but we
emphasize forbearance on those fronts should not be relied on and
there may be no further notice to you of the termination of any
forbearance in that regard -- the holders and Trustee hope that
the situation regarding governance and operations can be addressed
in the next few weeks so that a further forbearance can be agreed
to.  Any agreement with respect to such further forbearance on
that or any other matter, of course, will have to be in writing
signed by, at a minimum, the Trustee."

CEDA has commenced a legal proceeding before the legitimately
established tribal court against Nancy Ayala, Tracey Brechbuehl,
Karen Wynn, Charles Sargosa, the Trustee and the holders of the
Notes seeking a court order, among other things, declaring
unlawful, halting and awarding damages as a result of, an alleged
conspiracy among the defendants to usurp the authority and
governance of the Tribe and CEDA and dealings between the Trustee
and the holders of the Notes, on the one hand, and the other
defendants, on the other.

CEDA continues to seek solutions to the disputes with the faction
led by Nancy Ayala over Tribal governance and to the difficulties
caused by this faction's refusal to deposit with Rabobank revenues
generated by Chukchansi Gold as required by the Indenture.


COMMONWEALTH GROUP-MOCKSVILLE: Amended Plan Outline Approved
------------------------------------------------------------
Bankruptcy Judge Richard Stair Jr., overruled PNC Bank, National
Association's objection to the Amended Disclosure Statement
explaining the bankruptcy-exit plan filed by Commonwealth Group-
Mocksville Partners, LP.

PNC Bank, successor by merger to National City Bank, a national
banking association f/k/a National City Bank of Kentucky, contends
the Amended Disclosure Statement is deficient for the following
reasons: (1) it fails to provide an explanation for the
circumstances giving rise to the Chapter 11 bankruptcy filing; (2)
it fails to disclose potential payments to insiders and
relationships to affiliates; (3) it fails to disclose or value
potentially avoidable pre-petition transfers; (4) it fails to
analyze the collectibility of accounts receivable; and (5) it does
not disclose the disposition of pre-petition funds derived from
property rents.  PNC Bank also argues that the Amended Plan the
Debtor filed on March 28, 2013, is facially unconfirmable, thus
necessitating disapproval of the Amended Disclosure Statement.

The Court, however, held that the Amended Disclosure Statement
contains adequate information to allow creditors to accept or
reject the Amended Plan filed by the Debtor on March 28, 2013.

A copy of the Court's April 22, 2013 Memorandum and Order is
available at http://is.gd/s35lzBfrom Leagle.com.

                     About Commonwealth Group

Commonwealth Group-Mocksville Partners, LP, filed a Chapter 11
petition (Bankr. E.D. Tenn. Case No. 12-34319) on Oct. 25, 2012,
in Knoxville, Tennessee.  The Debtor disclosed $11,391,578 in
assets and $22,668,998 in liabilities in its amended schedules.
The Debtor owns 30 acres of commercial property in Mocksville,
Davie County, North Carolina.  The Debtor constructed a 48,179
square foot retail shopping center on 5.58 acres of the property,
which is currently 95% leased to various retail tenants.

Judge Richard Stair Jr. presides over the case.  Maurice K. Guinn,
Esq., at Gentry, Tipton & McLemore P.C., in Knoxville, Tenn.,
represents the Debtor as counsel.  The petition was signed by
Milton A. Turner, chief manager and general partner.


CONEXANT SYSTEMS: Disclosure Approved for Soros Acquisition
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Conexant Systems Inc. is primed for a June 4
confirmation hearing to approve the plan to sell the business to
an affiliate of Soros Fund Management LLC in exchange for debt.

The report relates that originally, the plan called for
distributing $2 million among unsecured creditors with claims of
$32.9 million.  To bring the official unsecured creditors'
committee on board with the plan, the pot was increased to
$2.9 million.  In addition, secured lenders will waive their
$114.5 million deficiency claim and thus not deplete the recovery
by unsecured creditors.  As a result, the approved disclosure
statement shows a predicted 6% to 9% recovery for unsecured
creditors.  The bankruptcy court approved the disclosure statement
on April 19.  The court also gave final approval for $15 million
in financing from Soros.

The report notes that Soros is a secured creditor holding $195.5
million in 11.25% senior secured notes.  He will exchange the debt
for the new stock and a $76 million unsecured note to be issued by
the reorganized holding company, for a predicted 41% recovery.
The Soros company holding the debt is QP SFM Capital Holdings Ltd.

BankruptcyData reported that Conexant Systems filed with the U.S.
Bankruptcy Court First and Second Modified Joint Plans of
Reorganization and related Disclosure Statements for each.

The Second Amended Disclosure Statement explains, "The Debtors are
very pleased that after extensive, good faith negotiations, the
Plan embodies a settlement among the Debtors and the Consenting
Parties, each of which is supportive of the Plan and the Debtors'
expeditious emergence from chapter 11. The Plan provides for the
reorganization of the Debtors as a going concern and proposes an
appropriate post-emergence balance sheet, which will poise the
Debtors for future success. Specifically, the Plan contemplates a
substantial reduction in the Debtors' funded debt obligations by
satisfying the Secured Notes Claim held by the Debtors' sole
prepetition secured lender, QP SFM Capital Holdings Limited, an
entity managed by Soros Management LLC (the 'Secured Lender'),
with New Common Stock and New Notes. As a result, the Plan
contemplates satisfying Claims through the following sources: cash
on hand to make any payments provided for in the Plan; new
unsecured payment-in-kind notes issued by Holdco, referred to in
the Plan as the 'New Notes,' in the amount of $76 million, which
Notes will not be guaranteed by any other affiliate or subsidiary
of Holdco including, for the avoidance of doubt, Conexant OpCo;
shares of stock in Holdco, referred to in the Plan as the 'New
Common Stock;' and conversion of all of the commitments
outstanding under the DIP Facility Credit Agreement into Interests
of Holdco," the BData report related, citing court documents.

                        About Conexant

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

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

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


CORMEDIX INC: NYSE MKT Listing Compliance Deadline Extended
-----------------------------------------------------------
CorMedix Inc. on April 22 received a notice from the NYSE MKT that
the NYSE-MKT has accepted CorMedix's plan to regain compliance
with Section 1003(a)(iv) of the continued listing standards of the
NYSE-MKT and granted CorMedix an extension until June 30, 2013 to
regain compliance.

CorMedix had received notice on April 20, 2012 from the NYSE MKT
informing it that CorMedix was not in compliance with Section
1003(a)(iv) of the NYSE MKT's continued listing standards due to
financial impairment.  CorMedix was afforded the opportunity to
submit a plan to the NYSE MKT to regain compliance and, on May 17,
2012, presented its plan to the NYSE MKT.  On June 27, 2012, the
NYSE MKT accepted CorMedix's plan and granted it an extension
until August 22, 2012 to regain compliance with the continued
listing standards.  On September 21, 2012, the NYSE MKT notified
CorMedix that it granted CorMedix another extension to January 31,
2013 and on February 1, 2013, NYSE MKT notified that CorMedix was
further granted extension until April 15, 2013 to regain
compliance with the continued listing standards of the NYSE MKT.

Separately, and as previously reported, on April 5, 2013, CorMedix
received notice from NYSE MKT indicating that CorMedix was not in
compliance with Section 1003(a)(i) of the NYSE MKT's continued
listing standards due to having less than $2 million of
stockholders' equity as reported in its Form 10-K for the fiscal
year ended December 31, 2012.  Under NYSE MKT regulations,
CorMedix must submit a plan of compliance no later than May 6,
2013 to address how it intends to regain compliance by October 20,
2013.  If that plan is accepted by NYSE MKT, CorMedix may be able
to continue its listing through October 20, 2013, during which
time CorMedix will be subject to periodic review to determine
whether it is making progress consistent with the plan.

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

                         About CorMedix

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


COSTA BONITA: Creditor Wants Quick Payment or Case Dismissal
------------------------------------------------------------
Asociacion de Condomines de Costa Bonita Beach Resort, creditor,
has asked the U.S. Bankruptcy Court for the District of Puerto
Rico to require Costa Bonita Beach Resort Inc to pay $52,894.08,
or dismiss or convert the Debtor's case to Chapter 7.

On April 23, 2012, the Creditor requested from the Court the
payment of administrative expenses in the amount of $16,028.51
monthly.  The Creditor's motion was granted on May 31, 2012, but
the Debtor failed to pay.  As of April 18, 2013, the expenses
amount to $52,894.08.  The Creditor said that the failure to
comply with the order has provoked irreparable damages to the
Creditor.

The Debtor, according to the Creditor, made a payment in February
"for the amount of $10,472.08 and $5,556.43 both were returned for
lack of sufficient funds."

"The Creditor does not own the means to keep maintaining the
premises and irreparable deterioration will be unstoppable," the
Creditor stated.  The Creditor added that the situation can be
reversed and the premises could be maintained in clean and
appealing conditions if the Debtor complies with their
reponsibility to pay their share of the maintenance fee.

The Creditor said that the only way the Debtors can reorganize is
by selling units, but the premises and communal areas need to be
on a healthy and appealing manner for the banks to lend and for
the future prospect to be willing to pay for the units.

The Court has given the Debtor up to 14 days from the April 19,
2013 notice of the order to file an objection to the Creditor's
moiton.  If no objection is filed, the Court will dismiss or
convert the Debtor's case to Chapter 7.  If a timely opposition is
filed, a hearing will be held on May 15, 2013, at 10:30 a.m.

The Creditor is represented by:

      Jose M. Prieto Carballo, Esq.
      JPC LAW OFFICE
      P.O. Box 363565
      San Juan, PR 00936-3565
      Tel: (787)607-2066
           (787)607-2166
      E-mail: jpc@jpclawpr.com

                        About Costa Bonita

Costa Bonita Beach Resort, Inc., owns 50 apartments at the Costa
Bonita Beach Resort in Culebra, Puerto Rico.  It filed a
bankruptcy petition under Chapter 11 of the Bankruptcy Code for
the first time (Bankr. D.P.R. Case No. 09-00699) on Feb. 3, 2009.
During this case, the Court entered an Opinion and Order finding
that the Debtor satisfied all three (3) prongs of the Single Asset
Real Estate, and, as such is a SARE case subject to 11 U.S.C. Sec.
362(d)(3). The Court also entered an Order modifying the automatic
stay to allow creditor DEV, S.E., to continue in state court
proceedings for the removal of the illegal easement and the
restoration of DEV, S.E.'s land to its original condition by the
Debtor.  The first bankruptcy petition was dismissed on May 10,
2011 on the grounds that the Debtor failed to comply with an April
21, 2011 Order and the Debtor's failure to maintain adequate
insurance.  The case was subsequently closed on Oct. 11, 2011.

Costa Bonita Beach Resort filed a second bankruptcy petition
(Bankr. D.P.R. Case No. 12-00778) on Feb. 2, 2012, in Old San
Juan, Puerto Rico.  In the 2012 petition, the Debtor said assets
are worth $15.1 million with debt totaling $14.2 million,
including secured debt of $7.8 million.  The apartments are valued
at $9.6 million while a restaurant and some commercial spaces at
the resort are valued at $3.67 million.  The apartments serve as
collateral for the $7.8 million while the commercial property is
unencumbered.

Bankruptcy Judge Enrique S. Lamoutte presides over the 2012 case.
Charles Alfred Cuprill, Esq., serves as counsel in the 2012 case.
The petition was signed by Carlos Escribano Miro, president.


CREATIVE MEMORIES: Files for Bankruptcy Again
---------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports the owner of
direct-sales scrapbook brand Creative Memories filed for Chapter
11 bankruptcy, its second filing in five years.


CRN CONCEPTS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: CRN Concepts, Inc.
        dba Design Innovations
        8350-C Arrowridge Boulevard
        Charlotte, NC 28273

Bankruptcy Case No.: 13-30816

Chapter 11 Petition Date: April 18, 2013

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: James H. Henderson, Esq.
                  JAMES H. HENDERSON, P.C.
                  1201 Harding Place
                  Charlotte, NC 28204-2248
                  Tel: (704) 333-3444
                  Fax: (704) 333-5003
                  E-mail: henderson@title11.com

Estimated Assets: $0 to $50,000

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

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/ncwb-13-30816.pdf

The petition was signed by David J. Tatanish, president.


CSC HOLDINGS: Fitch Assigns 'BB+' Rating to $4.8BB Credit Facility
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to CSC Holdings, LLC's
$4.8 billion senior secured credit facility consisting of a
$1.5 billion revolver due 2018, a $959 million Term Loan A due
2018 and a $2.35 billion Term Loan B due 2020.

Fitch expects the proceeds from the new credit facility will be
used to refinance CSCH's existing senior secured debt. CSCH is a
wholly owned subsidiary of Cablevision Systems Corporation (rated
'BB-' by Fitch). CVC had approximately $11 billion of consolidated
debt outstanding as of Dec. 31, 2012.

Key Rating Drivers:

-- The terms and conditions of the new credit facility are
   expected to be substantially similar to the existing senior
   secured credit facility.

-- The new credit facility will not result in any material
   improvement of the company's credit profile but is in line
   with Cablevision's strategy to extend its maturity profile.

-- Positively the new facilities reduce refinancing risk related
   to 2016 scheduled maturities.

-- Business strategies and investments have weakened Cablevision's
   credit profile.

The refinancing of CSCH's credit facilities improves overall
financial flexibility and meaningfully reduces the refinancing
risk associated with its 2016 scheduled maturities, which totaled
approximately $3.3 billion as of year-end 2012. Beside the
extension of the company's maturity profile, Cablevision's credit
profile has not substantially changed.

Fitch considers Cablevision's liquidity position and overall
financial flexibility to be adequate within the current ratings.
The company's liquidity position is supported by cash on hand
totaling $365 million as of Dec. 31, 2012 and available borrowing
capacity from CSCH's new $1.5 billion revolver expiring April
2018. Cablevision does not have significant near term scheduled
maturities. Adjusted for the new credit facilities and pro forma
for the sale of Bresnan Broadband Holdings, LLC, Fitch estimates
2013 scheduled maturities total approximately $32 million,
followed by $272 million in 2014, $183 million in 2015 and $685
during 2016.

Fitch believes that Cablevision has sufficient capacity within the
current ratings to accommodate management's decision to increase
capital expenditures and to refrain from increasing prices during
2012. The increased level of investment, while prudent from a
competitive standpoint, will constrain free cash flow (FCF)
generation, pressure EBITDA margin, and limit overall financial
flexibility resulting in a weaker credit profile. However, Fitch
expects the company's operating profile will benefit from price
increases taken during 2013 and anticipates that capital spending
and operating margin will revert to levels closer to historical
performance during 2013 and 2014, which will drive FCF generation
and position the company's credit profile more in line with the
current ratings.

These strategic decisions are viewed within the context of the
company's capital allocation strategy, which during 2012 became
more balanced as the company curtailed share repurchases to $188.6
million (versus $555.8 million during 2011) and maintained a
consistent dividend. Additionally Cablevision elected to use the
cash it received from the settlement of litigation with DISH
Network to reduce debt. Cash proceeds the company expects to
receive related to the pending sale of Bresnan Broadband Holdings,
LLC presents further opportunity to reduce debt.

Cablevision's consolidated leverage as of Dec. 31, 2012 swelled to
5.8x based on Fitch's calculations, weakly positioning the
company's credit profile within the existing ratings. Fitch
expects Cablevision's credit profile to strengthen somewhat during
2013 as the company benefits from price increases and modest
margin improvement. Fitch anticipates leverage will approximate 5x
by year-end 2013 and 4.8x by the end of 2014. The leverage is
somewhat more aggressive than CVC's investment-grade rated cable
multiple system operator peers. Fitch does not anticipate CVC will
increase leverage in order to support its share repurchase
program.

Cablevision generated negative $87.6 million of FCF from
continuing operations during 2012. Fitch expects positive FCF
generation during 2013, ranging between 2% and 4% of revenues
reflecting modest operating margin gains. Fitch believes that CVC
will maintain an appropriate balance between investing in its
business during 2013 and repurchasing shares. Fitch acknowledges
that CVC's share repurchase authorization represents a significant
potential use of cash; however, the agency believes that the
company would continue to reduce the level of share repurchases
should the operating environment materially change in order to
maximize flexibility.

Overall Cablevision's ratings incorporate the solid operating
profile and competitive strength of the company's core cable
business. In Fitch's opinion, the operating profile of
Cablevision's cable segment is among industry leaders and has
proven to be resilient to persistent competitive pressures and a
weak economic recovery characterized by continued soft employment
markets.

Outside of the company adopting a more aggressive financial or
acquisition strategy, which is expected to remain a key rating
consideration, the weakening of CVC's competitive position
presents the greatest concern within the company's credit profile.
The competitive pressure associated with the service overlap among
the different telecommunications service providers, while intense,
is not expected to materially change during the ratings horizon.
Innovative service offerings such as the company's deployment of a
WI-FI broadband wireless network, the introduction of a remote
storage digital video recorder service, and the emergence of
video-over-IP applications enhance the company's competitive
position.

RATING SENSITIVITIES

Key considerations that can lead to positive rating actions
include:

-- Further strengthening of the company's credit profile and
   reduction of leverage to levels approaching 4x;

-- Cablevision demonstrating that its operating profile will not
   materially decline in the face of competition and the soft
   economic recovery.

Negative ratings actions would likely coincide with:

-- The company's inability to realize the expected benefits of its
   operating strategies and strengthen its operating profile.
   Specifically, Fitch will be looking for mid-single-digit ARPU
   growth, operating margins returning to the high 30% range and
   FCF generation in excess of $400 million;

-- A management decision to increase leverage greater than 6x to
   repurchase shares, fund a large dividend, or fund a non-core
   investment or acquisition in the absence of a clear path to de-
   lever the company to within its current leverage target will
   likely spur a negative rating action.


DECISION DIAGNOSTICS: Recurring Losses Cue Going Concern Doubt
--------------------------------------------------------------
Decision Diagnostics Corp. filed on April 16, 2012, its annual
report on Form 10-K for the year ended Dec. 31, 2012

L.L. Bradford & Company, LLC, in Las Vegas, Nevadam expressed
substantial doubt about Decision Diagnostics' ability to continue
as a going concern, citing the Company's recurring losses from
operations.

The Company reported a net loss of $3.1 million on $6.2 million of
revenue in 2012, compared with a net loss of $2.1 million on
$12.1 million of in 2011.

According to the regulatory filing, during the third and fourth
quarters of 2012, the Company experienced a significant decline in
revenue creating a 49% decline in the Company's overall revenues
for the year ended Dec. 31, 2012.  The Company said the decline in
revenue was anticipated and the direct result of the Company's
phasing out of sales of brand name diagnostic products that will
directly compete with the Company's new Shasta Genstrip.

The Company's balance sheet at Dec. 31, 2012, showed $4.1 million
in total assets, $3.3 million in total liabilities, and
stockholders' equity of $851,580.

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

Westlake Village, California-based Decision Diagnostics Corp.
(formerly instaCare Corp.) is a nationwide prescription and non-
prescription diagnostics and home testing products distributor.


DETROIT, MI: Emergency Manager Eyes End to Union Bargaining
-----------------------------------------------------------
Steve Neavling, writing for Reuters, reported that Detroit's
emergency manager indicated for the first time that he may end
collective bargaining with city employees as part of his effort to
shore up the city's sagging finances.

According to the Reuters report, Kevyn Orr, a former bankruptcy
lawyer, alerted state labor officials on Thursday that he has no
legal requirement to bargain or participate in compulsory
arbitration with Detroit's public safety unions.

The statement by Orr, sent in letters to state employment
relations officials, is his first public indication that he
actively is considering exercising some of the most sweeping
powers granted to him under the 2012 state law that created the
position of emergency manager, Reuters pointed out.

Reuters related that Detroit has agreements with some 48 unions,
and outside analysts say the city needs concessions from organized
labor if it is to restore public finances devastated by a
shrinking population and high unemployment.

Staking out his position in the letters, Orr stated that Detroit
is in receivership, and he has no duty to bargain under procedures
set forward in the state Public Employment Relations Act, Reuters
said.  The city and its lawyers "are authorized to advance this
position and seek...any and all relief available by law," he said.

Orr's move incensed unions for firefighters, police officers and
paramedics, whose current pacts with the city end on June 30,
Reuters added.


DEWEY & LEBOEUF: Reaches Deal with BofA on $1.6M Microsoft Claims
-----------------------------------------------------------------
Sindhu Sundar of BankruptcyLaw360 reported that Dewey & LeBoeuf
LLP agreed Wednesday to pay some $1 million out of $1.6 million
claims by a Bank of America NA unit related to certain agreements
between Dewey and Microsoft Corp. over the now-bankrupt law firm's
use of Microsoft software and intellectual property licenses.

According to the report, in a stipulation filed in New York
Bankruptcy Court, Dewey and Banc of America Leasing & Capital LLC
-- which received part of the right of payment for Microsoft under
those software agreements -- agreed to resolve their dispute.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

Dewey filed a Chapter 11 Plan of Liquidation and an accompanying
Disclosure Statement on Nov. 21, 2012.  It filed amended plan
documents on Dec. 31, in an attempt to address objections lodged
by various parties.  A second iteration was filed Jan. 7, 2013.
The plan is based on a proposed settlement between secured lenders
and Dewey's official unsecured creditors' committee, as well as a
settlement with former partners.

On Feb. 27, 2013, the Bankruptcy Court confirmed Dewey & Leboeuf's
Second Amended Chapter 11 Plan of Liquidation dated Jan. 7, 2013,
As of the Effective Date of the Plan, the Debtor will be
dissolved.


DEX ONE: IRS, et al., File Objections to Plan Confirmation
----------------------------------------------------------
The Internal Revenue Service asserts that it opposes confirmation
of the Chapter 11 Plan of Dex One Corp., et al., until the Debtors
file all federal tax returns.  The IRS has asserted an estimated
$110,700 general unsecured claim against Dex One.

The Plan Confirmation hearing is currently set for April 29, 2013.

Among other things, the IRS objects to the third party non-debtor
limitation of liability, exculpation, injunction and release
provisions under the Plan.  The IRS also complains that the Plan
makes no provision for the preservation of its setoff and
recoupment rights.

ACE American Insurance Company, Westchester Surplus Lines
Insurance Company and its affiliates also filed their objection to
the Plan.  The ACE Companies and the Debtors are parties to policy
agreement that provide coverage for general liability, directors'
and officers' liability and property damage.

The ACE Companies assert that the Plan cannot be confirmed because
it (a) imposes a claims bar date without complying with the notice
requirements under the Federal Bankruptcy Rules with respect to
bar date orders; and (b) purports to impermissibly modify the ACE
Companies' rights under the Agreements by (i) impairing ACE's
rights to control the defense and settlement of otherwise covered
claims; (ii) enjoining the enforcement of ACE's rights of set-off,
recoupment and subrogation; and (iii) authorizing certain
corporate restructuring transactions that may alter ACE's
potential exposure under current-year policies.

Oracle America, Inc. and its units also expressed concern on any
Plan provision that may allow assignment and assumption of their
shared services agreements with the Debtors, without Oracle's
consent.  Oracle currently provide some software applications and
services to the Debtors.  Oracle specifies that their contracts
with the Debtors involve the licensing of patented and copyrighted
materials.

Creditor Diane A. Holbert, Treasurer of Douglas County, Colorado,
for its part, also complained in court papers that the Plan fails
to provide that Douglas County will retain its statutory lien
until its allowed secured tax claim is paid in full, including
postpetition interest.

                          About Dex One

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

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

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

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

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


DOGWOOD PROPERTIES: U.S. Trustee Unable to Form Committee
---------------------------------------------------------
The United States Trustee has said an official committee under
11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case
of Dogwood Properties, G.P.  The U.S. Trustee has attempted to
solicit creditors interested in serving on an official unsecured
creditors' committee from the 20 largest unsecured creditors.
After excluding governmental units, secured creditors and
insiders, the U.S. Trustee has been unable to solicit sufficient
interest in serving on the committee

                           About Dogwood

Dogwood Properties, G.P., owns and operates 110 single-family
rental homes, all located in Shelby and DeSoto counties in
Tennessee.  The total value of its real estate holdings is
estimated to be $9,985,000.  Dogwood has nine secured lenders who
are owed a total of approximately $14,486,000.

Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 13-21712) on Feb. 16, 2013.  Judge Jennie D. Latta
presides over the case.  Gotten, Wilson, Savory & Beard, PLLC,
serves as the Debtor's counsel.


DOGWOOD PROPERTIES: Files List of 20 Largest Unsecured Claims
-------------------------------------------------------------
Dogwood Properties, G.P., in March submitted a new list of its
20 largest unsecured creditors, disclosing:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Orion Federal Credit Union                              $4,212,129
7845 Highway 64                                        Collateral:
Memphis, TN 38133                                       $3,016,312
                                                        Unsecured:
                                                        $1,195,816

RREF RB Acquisitions, LLC                               $2,336,472
                                                       Collateral:
                                                        $1,525,000
                                                        Unsecured:
                                                          $811,472

Independent Bank                                        $2,048,442
5050 Poplar Avenue                                     Collateral:
Memphis, TN 3813                                        $1,331,000
                                                        Unsecured:
                                                          $717,442

Commercial Bank & Trust                                 $1,273,729
510 S. Mendenhall                                      Collateral:
Memphis, TN 38117                                         $835,000
                                                         Unsecured
                                                          $438,729

Magna Bank                                                $394,032
1000 Ridgeway Loop, Suite 301                          Collateral:
Memphis, TN 38120                                         $396,000
Unsecured:                                                $196,032

Paragon National Bank                                     $242,789
P.O. Box 2022                                          Collateral:
Memphis, TN 38101                                         $157,812
                                                        Unsecured:
                                                          $169,256

Insouth Bank                                              $150,000
180 Peachtree Plaza
Brownsville, TN 38012

Sycamore Bank                                             $149,273
P.O. Box 96                                            Collateral:
Senatobia, MS 38668                                        $97,027
                                                        Unsecured:
                                                          $149,273

Paragon National Bank                                     $373,708
P.O. Box 2022                                          Collateral:
Memphis, TN 38101                                         $242,910
                                                        Unsecured:
                                                          $130,798

Michael Murphy                                            $115,347
384 South Goodlett                                     Collateral:
Memphis, TN 38117                                          $75,000
                                                        Unsecured:
                                                          $115,347

Sycamore Bank                                             $115,096
P.O. Box 96                                            Collateral:
Senatobia, MS 38668                                        $74,812
                                                        Unsecured:
                                                          $115,096

Sycamore Bank                                             $104,431
P.O. Box 96
Senatobia, MS 38668

Merchants & Farmers Bank                                  $195,644
2323 N. Germantown Parkway, Suite 105                  Collateral:
Cordova, TN 38016                                         $127,605
                                                        Unsecured:
                                                           $68,038

Merchants & Farmers Bank                                  $195,229
6543 Goodman Road                                      Collateral:
Southaven, MS 38654                                       $127,335
                                                        Unsecured:
                                                           $67,893

Sycamore Bank                                             $192,139
P.O. Box 96                                            Collateral:
Senatobia, MS 38668                                       $124,890
                                                        Unsecured:
                                                           $67,248

Merchants & Farmers Bank                                  $189,213
2323 N. Germantown Parkway, Suite 105                  Collateral:
Cordova, TN 38016                                         $123,411
                                                        Unsecured:
                                                           $65,801

Merchants & Farmers Bank                                  $188,415
6543 Goodman Road                                      Collateral:
Southaven, MS 38654                                       $122,890
                                                        Unsecured:
                                                           $65,524

Paragon National Bank                                     $171,331
P.O. Box 2022                                          Collateral:
Memphis, TN 38101                                         $111,365
                                                        Unsecured:
                                                           $59,965

                           About Dogwood

Dogwood Properties, G.P., owns and operates 110 single-family
rental homes, all located in Shelby and DeSoto counties in
Tennessee.  The total value of its real estate holdings is
estimated to be $9,985,000.  Dogwood has nine secured lenders who
are owed a total of approximately $14,486,000.

Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 13-21712) on Feb. 16, 2013.  Judge Jennie D. Latta
presides over the case.  Gotten, Wilson, Savory & Beard, PLLC,
serves as the Debtor's counsel.


DOGWOOD PROPERTIES: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Dogwood Properties, G.P., filed with the U.S. Bankruptcy Court for
the Western District of Tennessee, Western Division, its schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,228,153
  B. Personal Property              $175,587
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,485,137
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $15,916
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $430,466
                                 -----------      -----------
        TOTAL                    $10,403,740      $15,931,519

                           About Dogwood

Dogwood Properties, G.P., owns and operates 110 single-family
rental homes, all located in Shelby and DeSoto counties in
Tennessee.  The total value of its real estate holdings is
estimated to be $9,985,000.  Dogwood has nine secured lenders who
are owed a total of approximately $14,486,000.

Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 13-21712) on Feb. 16, 2013.  Judge Jennie D. Latta
presides over the case.  Gotten, Wilson, Savory & Beard, PLLC,
serves as the Debtor's counsel.


DOLE FOOD: Debt Facility Increase No Impact on Moody's 'B1' CFR
---------------------------------------------------------------
Moody's Investors Service said that the upsizing of Dole Food
Company Inc.'s new credit facility is a credit negative but has no
affect on the B1 Corporate Family Rating, Ba3 credit facility
rating, SGL-2 Speculative Grade Liquidity Rating or stable
outlook.

Dole's B1 CFR reflects the earnings and cash flow volatility
inherent in the company's smaller and more commodity oriented
business post the Itochu sale, as well as the impact of
uncontrollable factors such as weather, and regulations on key
products in the remaining business. Moody's expects that leverage
will remain high given significant capital investment plans in
2013 and the potential for debt funded acquisitions and
shareholder returns. However, despite the sale of businesses that
accounted for 38% of total revenues, Dole still benefits from
sizeable scale, with over $4.2 billion in pro forma 2012 revenues,
leading market positions in a number of categories, and good,
though diminished geographic diversity.

The stable outlook reflects Moody's view that Dole will maintain
healthy liquidity and that its recent initiatives to cut costs and
simplify the business will begin to improve profitability in the
next few years.

Ratings could be upgraded if Dole achieves material and sustained
improvement in operating margins and is able to reduce leverage
such that debt to EBITDA is sustained below 4 times, using Moody's
adjustments. Management's willingness to commit to such lower
leverage levels would be an important consideration. Upward rating
momentum would also require maintenance of a strong liquidity
profile.

A downgrade could be considered if leverage is sustained above 5.5
times, if operating profits deteriorate or if the company engages
in large debt funded acquisitions or shareholder returns.

Headquartered in Westlake Village, California, Dole produces fresh
fruit and fresh vegetables. 2012 sales, pro forma for the sale of
businesses to Itochu were approximately $4.2 billion. Dole's
chairman, David Murdock, and his affiliates beneficially own
approximately 40% of the company's common stock.


DOW CORNING: 6th Cir. Issues Amended Opinion on Time Value Credits
------------------------------------------------------------------
The U.S. Court of Appeals for the Sixth Circuit issued an amended
opinion dated April 18 on its decision affirming a lower court
decision on the request of Dow Corning Corporation for Time Value
Credits to account for the timing of certain payments it made to
the Depository Trust set up for the benefit of breast implant tort
claimants. The district court denied Dow's requests except for the
instances where the Funding Payment Agreement expressly provides
for Time Value Credits.  The Sixth Circuit's original decision
issued last month was reported in the March 13 edition of the
Troubled Company Reporter.

According to the April 18 amended opinion, the Sixth Circuit said,
"The district court was correct to distinguish between Time Value
Credits and net present value adjustments. Time Value Credits are
credits that operate to reduce the Annual Payment Ceilings when
expressly provided for in the Funding Agreement. Net present value
adjustments, on the other hand, are the adjustments made to
compare the net present value of Dow's total payments with the
$2.35 billion net present value funding cap. Accordingly, we
AFFIRM the district court's order with respect to every finding
except its determination that Dow is never entitled to a Time
Value Credit for Funding Periods after Funding Period 2. The
Funding Agreement clearly states that if the cash and Insurance
Proceeds received by the Trust during these Funding Periods
exceeds the applicable Annual Payment Ceiling, Dow is entitled to
a Time Value Credit for the excess. We hold that the Funding
Agreement is unambiguous and that Dow is entitled to Time Value
Credits only where expressly provided by the Funding Agreement. We
express no opinion as to whether Dow is entitled to a net present
value adjustment for the Initial Payment."

A copy of the April 18 amended opinion is available at
http://is.gd/3yxGzhfrom Leagle.com.

                        About Dow Corning

Dow Corning Corp. -- http://www.dowcorning.com/-- produces and
supplies more than 7,000 silicon-based products and services to
more than 25,000 customers worldwide.  Dow Corning is equally
owned by The Dow Chemical Company and Corning Incorporated.

The Company filed for Chapter 11 protection on May 15, 1995
(Bankr. E.D. Mich. Case No. 95-20512) to resolve silicone implant-
related tort liability.  The Company owed its commercial creditors
more than $1 billion at that time.  A consensual Joint Plan of
Reorganization, amended on February 4, 1999, offering to pay
commercial creditors in full with post-petition interest,
establish a multi-billion-dollar settlement trust for tort claims,
and leave Dow Corning's shareholders unimpaired, took effect on
June 30, 2004.


DYNEGY INC: Wants Claims Objection Deadline Extended Thru Oct. 14
-----------------------------------------------------------------
Reorganized Dynegy Inc., in its capacity as disbursing agent under
the confirmed Chapter 11 Plan, is seeking an extension of the
deadline by which it is required to file claim objections through
October 14, 2013.

The Claims Objection Deadline expired on March 30, 2013, or 180
days after the effective date of the Plan.

According to the Disbursing Agent, only a few unresolved claims
remain, with which settlement negotiations are ongoing.  Although
the Disbursing Agent anticipates few, if any, objections will need
to be filed with respect to the Remaining Claims, it would like to
preserve the option to file objections out of an abundance of
caution.

                         About Dynegy

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

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

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

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

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

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

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


EAGLE RECYCLING: In Chapter 11 While Searching for Buyer
--------------------------------------------------------
Eagle Recycling Systems Inc. has obtained approval from the
bankruptcy court in Newark, New Jersey, to access cash collateral
of its lender while it searches for a buyer for the assets.

Eagle Recycling Systems and affiliate Lieze Associates Inc. sought
bankruptcy reorganization (Bankr. D.N.J. Case No. 13-18412 and
13-18413) on April 19 in Newark, New Jersey.

Owned by the Marangi family, the company operates a solid waste
transfer station and materials recovery facility in North Bergen.
The company has a permit to process up to 1,000 tons per day and
6,000 tons of permitted materials per week.

On April 22, Judge Rosemary Gambardella entered an interim consent
order authorizing the Debtor to use cash collateral pursuant to
the terms agreed with Comerica Bank.  A final hearing on the
Debtor's cash collateral motion is slated for May 29 at 10:00
a.m., and objections are due May 22.

Comerica Bank, which is owed $6.1 million, has consented to the
use of cash collateral on the condition that the Debtor provide
monthly adequate protection payments of $50,000 beginning May 10,
replacement liens, and statutory rights under 11 U.S.C. Sec.
507(b).

The Debtors on April 22 also obtained approval of other first day
motions, including requests to continue using their existing bank
accounts, and pay prepetition wages and benefits of 38 full-time
employees.  The Debtors also obtained an extension until May 20,
2013 of the deadline to file their formal schedules of assets and
liabilities and statements of financial affairs.

The judge ceded to the Debtors' request for expedited
consideration of the first day motions.

A status conference before the bankruptcy judge is scheduled for
June 5, 2013 at 2:00 p.m.

The Debtors said that assets and liabilities were $10.5 million
and $13.6 million, respectively as of Dec. 31, 2012.  The Debtors
believe that Comerica Bank's total indebtedness of $6.1 million is
substantially oversecured.  As of March 31, 2013, the Debtor also
had unsecured liquidated debts of $3.6 million, loans payable to
the estate of Nicholas Marangi in excess of $2.6 million, and
significant unliquidated or disputed other liabilities.

                        Sale of the Assets

The Debtors disclosed in court filings that they have been in
discussions and negotiations with various potential bidders for
all or substantially all the Debtors' assets, including the
Debtors' New Jersey property, the MRF and their other assets.
Accordingly, the Debtors anticipate that in the relatively near
future, they will be requesting that the Court approve bidding
procedures and grant related relief in connection with a
prospective sale of all or substantially all of its assets, either
with or without a stalking horse bidder.

                        Road to Bankruptcy

The Debtors' combined unaudited revenues for the year ended
Dec. 31, 2012, were $10,362,000, which resulted in a net loss of
$1,784,000 for that year.  For the first two months of 2013, total
revenues were $1,706,532, and net operating income was $67,751.

The Debtors said they filed for bankruptcy after Comerica Bank in
February declared a default and accelerated all indebtedness.  The
Debtors were not been able to obtain any alternative financing,
despite significant efforts to do so, and efforts to enter into a
forbearance agreement were unsuccessful.

The Debtors added that they have faced various operational and
other difficulties that give rise to the need for the Chapter 11
filing, including: (i) a criminal investigation that resulted in
Lieze pleading guilty to certain charges relating to illegal
dumping at a landfill in Frankfort, New York; (ii) various
environmental clean-up responsibilities resulting from the
activities described above and other matters; (iii) the DEP's
requirement that the Debtors upgrade to obtain the required Air
Permit at a cost the Debtors estimate to be $1 million; and (iv)
the substantial legal and other costs relating to these various
proceedings and the attention required of new management to deal
with these issues.

The company was charged with "alleged illegal dumping" at a
landfill in upstate New York from 2006 to 2011, according to a
court filing.

                          Marangi Family

Marangi Family L.P., a Florida limited partnership and a guarantor
of Eagle Recycling's obligations to Comerica Bank, is currently a
debtor and debtor-in-possession in Chapter 11 proceedings pending
in the U.S. Bankruptcy Court for the Southern District of Florida
(Greater Palm Beach Division), Case No. 13-12473-EPK.  It is
contemplated that MFLP will shortly be filing an application to
transfer venue of its Chapter 11 case to Newark, and that the
Debtors will request that the MFLP case be jointly administered
with Eagle Recycling's Chapter 11 cases.

Comerica Bank is represented by:

         MILLER CANFIELD PADDOCK & STONE PLC
         150 W. Jefferson Avenue -#2500
         Detroit, MI 48226
         Steven A. Roach, Esq.

              - and -

         HUNTON & WILLIAMS LLP
         200 Park Avenue - 53rd Floor
         New York, NY 10166
         Richard P. Norton, Esq.


EAGLE RECYCLING: Meeting of Creditors on May 29
-----------------------------------------------
There's a meeting of creditors of Eagle Recycling Systems Inc. on
May 29, 2013 at 12 p.m.  The meeting will be held at Suite 1401,
One Newark Center, in Newark, New Jersey.


This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

The company is using Chapter 11 to search for a buyer.

                       About Eagle Recycling

Eagle Recycling Systems and affiliate Lieze Associates Inc. sought
bankruptcy reorganization (Bankr. D.N.J. Case No. 13-18412 and
13-18413) on April 19, 2013, in Newark, New Jersey.

Owned by the Marangi family, the company has a solid-waste
transfer station in North Bergen, New Jersey, with a permit to
handle 6,000 tons a week.  The facility mostly takes construction
and demolition waste.  Revenue in 2012 was $10.4 million, throwing
off a $1.78 million net loss.

Vincent F. Papalia, Esq., at Saiber, LLC, in Florham Park, New
Jersey, serves as counsel.

The Company disclosed assets of $10.5 million and debt of
$13.6 million as of Dec. 31, 2012.  Lender Comerica Bank is owed
$6.1 million.


EASTMAN KODAK: Seeks Court Approval of Kyocera Settlement
---------------------------------------------------------
Eastman Kodak Company asked Judge Allan Gropper to approve a
settlement of claims with Kyocera Corp.

If approved by the bankruptcy judge, the settlement would end all
claims and lawsuits between the companies over royalty payments
for licensing agreements, and alleged patent infringement.  One of
them is Kyocera's recent patent infringement lawsuit against
Kodak, which is pending in New York federal court.

Under the deal, Kyocera agreed to pay $4.95 million to Kodak, and
drop its $80 million claim for damages against the company.  The
agreement also includes a standstill period that ensures Kodak
will not face further litigation with Kyocera for a period of
three years following emergence from bankruptcy protection.  The
agreement is available for free at http://is.gd/KHEsCJ

A court hearing to consider the proposed settlement is scheduled
for May 1.  Objections are due by April 30.

                       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: Seeks Approval to Settle $5.25-Mil. Tax Deficiency
-----------------------------------------------------------------
Eastman Kodak Co. signed an agreement to settle the $5.25 million
claim filed by the New York Department of Taxation and Finance
against the company for tax deficiency.

Under the agreement, the agency can assert a claim against Kodak
in the amount of $3.63 million.  The claim will be paid, in part,
by offsetting a pre-bankruptcy sales and use tax refund owed to
Kodak.  The agreement is available for free at http://is.gd/z1uEdf

                       About Eastman Kodak

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

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

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

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

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

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

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

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

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


ECOSPHERE TECHNOLOGIES: EES Has Exclusive License of Ozonix
-----------------------------------------------------------
As previously disclosed, Hydrozonix, LLC, failed to issue a
binding purchase order for Ozonix(R) EF80 Units 13 and 14 and make
the required progress payments under its Exclusive Product
Purchase and Sub-license Agreement with Ecosphere Technologies,
Inc., and its majority owned subsidiary, Ecosphere Energy
Services, LLC.  Under the terms of a Feb. 6, 2013, agreement
between the Company, EES and Hydrozonix, Hydrozonix had until
April 15, 2013, to pay for Units 13 and 14, issue a binding
purchase order for Units 15 and 16 and make an appropriate
progress payment in order to maintain its exclusivity.  Hydrozonix
did not meet the terms of this February 6th agreement.  As a
result, EES is now the exclusive U.S. and global licensee of the
patented Ozonix(R) technology.  Further, under the Agreement, the
Company's right to future royalties based on Hydrozonix's earnings
before interest and taxes was reduced to 15% from 20%.

                   About Ecosphere Technologies

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

Ecosphere disclosed net income of $1.05 million on $31.13 million
of total revenues for the year ended Dec. 31, 2012, as compared
with a net loss of $5.86 million on $21.08 million of total
revenues for the year ended Dec. 31, 2011.

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

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


EMS FINANCIAL: District Court to Hear Lawsuit Against Insurer
-------------------------------------------------------------
KENNETH KIRSCHENBAUM, as Trustee for the Estate of EMS Financial
Services, LLC, Plaintiff, v. FEDERAL INSURANCE COMPANY, WHITE
LINES COM, LLC, BRUCE POLLAK and "JOHN DOE #1" through "JOHN DOE
#10", defendants being unknown to Plaintiff, the parties intended
being any party asserting a claim for coverage under Debtor's
errors and omissions insurance policy (Policy Number 8223-2057)
issued by Federal Insurance Company, Defendant, No. 12-MC-524
(E.D.N.Y.), originally filed in bankruptcy court, will now proceed
as a district court action after District Judge Arthur D. Spatt
grantd the request of the defendant to withdraw the reference

Kenneth Kirschenbaum, Esq., the Chapter 7 Trustee for EMS, filed
the adversary proceeding on May 30, 2012, against Federal
Insurance Company, seeking a declaration of the lights, duties,
and liabilities of the parties under certain insurance policies.
Federal argues that the case is a non-core proceeding that absent
withdrawal, will require a costly and inefficient double trial
because the bankruptcy court lacks constitutional authority to
adjudicate the matter.

A copy of the Court's April 19, 2013 Memorandum of Decision and
Order is available at http://is.gd/HipDkafrom Leagle.com.

Steven B. Sheinwald, Esq. -- ssheinwald@kirschenbaumesq.com -- at
Kirschenbaum & Kirschenbaum, P.C., represents the Chapter 7
Trustee.

Courtney Elizabeth Scott, Esq., John Collen, Esq., Mark D.
Conzelmann, Esq. -- cscott@tresslerllp.com ,
jcollen@tresslerllp.com and mconzelmann@tresslerllp.com -- at
Tressler LLP, New York, NY, Attorneys for the Defendant.

EMS Financial Services, LLC, filed a voluntary petition for
Chapter 7 bankruptcy in the United States Bankruptcy Court in the
Eastern District of New York before United States Bankruptcy Judge
Alan S. Trust on March 6, 2012.


ENERGYSOLUTIONS INC: Gets Regulatory OKs to Effectuate Merger
-------------------------------------------------------------
EnergySolutions, Inc., has now received the required regulatory
approvals from the states of Ohio, South Carolina, Tennessee, and
Utah, to merge with Rockwell Holdco, Inc.  Further approvals are
required from the U.S. Nuclear Regulatory Commission.

On Jan. 7, 2013, EnergySolutions entered into an Agreement and
Plan of Merger by and among EnergySolutions, Rockwell Holdco, Inc.
("Parent"), and Rockwell Acquisition Corp., a wholly owned
subsidiary of Parent ("Merger Sub") relating to the acquisition of
EnergySolutions by Parent.  Parent and Merger Sub are affiliates
of Energy Capital Partners II, LP.  On April 5, 2013,
EnergySolutions, Parent and Merger Sub entered into the First
Amendment to the Merger Agreement.

On Jan. 21, 2013, EnergySolutions notified the Director of the
Utah Division of Radiation Control about the Merger and requested
the consent of the Director of the Division of Radiation Control
to the proposed indirect transfer of control of the Company's Utah
radioactive material licenses and permits pursuant to the Merger.
On April 17, 2013, the Utah Department of Environmental Quality's
Division of Radiation Control announced that it has given its
consent to the indirect transfer of control of the Company's Utah
radioactive material licenses and permits pursuant to the Merger.

                       About EnergySolutions

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

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

                         Bankruptcy Warning

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

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

                           *     *     *

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

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

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


ENOVA SYSTEMS: PMB Helin Donovan Raises Going Concern Doubt
-----------------------------------------------------------
Enova Systems, Inc., filed on April 16, 2012, its annual report on
Form 10-K for the year ended Dec. 31, 2012.

PMB Helin Donovan, LLP, in San Francisco, California, expressed
substantial doubt about Enova Systems' ability to continue as a
going concern, citing the Company's significant recurring losses
and accumulated deficit.

The Company reported a net loss of $8.2 million on $1.1 million of
revenues in 2012, compared with a net loss of $7.0 million on
$6.6 million of revenues in 2011.

The Company said, "For the year ended Dec. 31, 2012, loss on
litigation was $2,014,000, an increase of $1,973,000 from an
expense of $41,000 in 2011.  The primary reason for the increase
is due to our recording a charge of approximately $2 million in
2012 for a judgment entered in the litigation with Arens
Controls."

The Company's balance sheet at Dec. 31, 2012, showed $3.1 million
in total assets, $5.7 million in total liabilities, and a
stockholders' deficit of $2.6 million.

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

Torrance, Calif.-based Enova Systems, Inc., engages in the
development, design and production of proprietary, power train
systems and related components for electric and hybrid electric
buses and medium and heavy duty commercial vehicles.


ENTERTAINMENT PUBLICATIONS: Sells for $17.6MM in Ch. 7 Auction
--------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a Delaware
bankruptcy judge on Monday approved the $17.55 million sale of
private equity-owned Entertainment Publications LLC to a stalking-
horse bidder led by a son of the coupon-book publisher's founders,
completing a rare instance of a company in Chapter 7 being
auctioned as a going concern.

According to the report, the case had been made more unusual
earlier in the day when U.S. Bankruptcy Judge Christopher S.
Sontchi ordered the auction reopened, overriding the business
judgment of Chapter 7 trustee Charles M. Forman, who previously
determined the stalking horse presented was the highest and best
bidder.

               About Entertainment Publications

Troy-Michigan based Entertainment Publications LLC, a producer of
discount and promotion products, filed for Chapter 7 liquidation
on March 12 in Delaware (Case No. 13-10496).

The company was founded in 1962 by Hughes and Sheila Potiker as
Sports Unlimited, selling 8,000 coupon books in the Detroit area.
The company was acquired in 2008 by an affiliate of MHE Private
Equity Fund LLC, which said at the time that the sale and
accompanying tax benefit to seller IAC/InterActive Corp. was
valued at about $135 million.

The petition described the assets as worth less than $50 million
with debt totaling more than $50 million.

Christopher Ward, Esq., vice chairman of the bankruptcy and
financial restructuring practice group at the Kansas City, Mo.-
based law firm Polsinelli Shughart, represents the company.

In March 2011, the company rebranded itself as Entertainment
Promotions LLC, which has been its d.b.a. since then.

The bankruptcy appears to be fallout between Menard and his
longtime friend and former business partner in MH Equity Partners,
Steve Hilbert. Hilbert was removed from control of the private
equity fund.  Menard wanted Hilbert out because MH Private
Equity's investments have lost 70 percent of their value,
according to a lawsuit filed in November 2012 in Wisconsin by
Merchant Capital and Menard Inc.  MH Private Equity spent $495
million to buy or invest in eight companies, including
Entertainment Publications. Those investments have lost
$344 million of their value since the fund was founded in 2005.


ESCARENT ENTITIES: 5th Cir. Won't Reverse Sale of Smyth Claims
--------------------------------------------------------------
Lewis Miller Smyth challenges the bankruptcy court's and district
court's findings that certain state law claims alleged against
Edmund Weinheimer and John Scmermund were part of the bankruptcy
estate.  Mr. Smyth further alleges error in the sale of those
claims to a third party.

Mr. Smyth is a limited partner in Escarent Entities, L.P.  Messrs.
Weinheimer and Schmermund are also limited partners in Escarent.
Simeon Land Development, L.L.C. is the general partner in
Escarent. Simeon is managed by the limited partners of Escarent.

Escarent was created solely to buy and sell a 495-acre property in
Hays County, Texas. Escarent entered into a contract with Quantum
Diversified Holdings, wherein Quantum agreed to purchase the
property for $7.5 million.  Closing was set for Jan. 12, 2009.
Seven days before closing, Escarent filed for Chapter 11
bankruptcy.

Mr. Smyth opposed Escarent's bankruptcy filing, alleging that
Messrs. Weinheimer and Schmermund were attempting to avoid the
contract with Quantum because they had received a better offer for
the property.  Messrs. Weinheimer and Schmermund asserted that
Escarent had to file for bankruptcy to prevent foreclosure by a
third party who had a lien on the property.

On March 12, 2009, Mr. Smyth filed suit in Texas state court,
alleging that Messrs. Weinheimer and Schmermund breached their
fiduciary duty by filing bankruptcy to prevent execution of the
sale contract with Quantum.  Mr. Smyth asserted claims of
negligence, tortious interference with contract, breach of
contract, conspiracy, and breach of fiduciary duty, causing injury
"to the Partnership and [Smyth's interest therein]."

On July 1, 2010, Messrs. Weinheimer and Schmermund removed Mr.
Smyth's state court action to the bankruptcy court.  Mr. Smyth
sought a remand to the state court, asserting that the claims
raised in the state court action were his individual claims.
Messrs. Weinheimer and Schmermund argued that the harm alleged in
Smyth's claims was derivative of the harm suffered by the
partnership and the claims belonged to the bankruptcy estate.

The bankruptcy court denied Smyth's motion to remand, finding that
the claims "appear[ed] to be property of the estate."

Escarent moved to intervene in the Smyth Adversary and asserted
that any causes of action relating to a breach of fiduciary duty
by a general or limited partner belonged to Escarent as debtor.
The bankruptcy granted Escarent's motion to intervene. In the same
order, the bankruptcy court granted Mr. Smyth's motion to be
appointed representative of the estate to prosecute Escarent's
claims against Messrs. Weinheimer and Schmermund on behalf of the
estate. Smyth did not take any action in pursuing the claims.  Mr.
Smyth then filed a motion to convert Escarent's bankruptcy to a
Chapter 7 proceeding and to appoint a Trustee.  The motion was
granted.  The Trustee subsequently filed a motion to sell the
estate's interest in all potential causes of action.  Mr. Smyth
did not object to the Trustee's motion, and did not seek a stay of
the sale.  The bankruptcy court granted the Trustee's motion.

On Nov. 15, 2010, affiliates of Messrs. Weinheimer and Schmermund
purchased the estate's interest in the relevant causes of action
for $70,000.  Mr. Smyth did not participate in the sale.  The
Purchasers subsequently filed a motion to dismiss all claims
asserted against Weinheimer, Schmermund, or Simeon.

In response, Mr. Smyth filed an amended motion to remand to the
state court the state law claims originally asserted against
Messrs. Weinheimer and Schmermund.  The bankruptcy court dismissed
the motion as moot in light of the sale of those claims.  The
bankruptcy court then granted the Purchaser's motion to dismiss
the claims.

Mr. Smyth appealed to the district court.  The district court
found that the claims originating from Mr. Smyth's state court
action were derivative of the estate's claims against Messrs.
Weinheimer and Schmermund.  The district court further found the
Bankruptcy Code prevented the court from modifying the sale of
those claims and dismissed the appeal as moot.  Mr. Smyth timely
appealed to the U.S. Court of Appeals for the Fifth Circuit.

Mr. Smyth asserts that his state law claims are individual and not
part of the bankruptcy estate, thus the bankruptcy court did not
have jurisdiction over his state law claims, and he was not
obligated to take any action to protect those claims from being
sold.

Mr. Smyth's argument ignores the bankruptcy court's finding that
his state law claims belonged to the estate.  When the state law
claims were originally removed to the bankruptcy court, Mr. Smyth
sought a remand, which the bankruptcy court denied because the
claims "appeared to be derivative of the estate."

According to the Fifth Circuit, although framed as a challenge to
the dismissal order, the remedy Mr. Smyth seeks is a reversal of
the sale order.  The Fifth Circuit held, however, it cannot modify
or reverse the sale order because Mr. Smyth did not seek a stay of
the sale order pending appeal.  The district court properly
dismissed Mr. Smyth's bankruptcy appeal as moot.

The appellate case is, LEWIS MILLER SMYTH; L.M. SMYTH ENTERPRISES,
LIMITED, Appellants, v. SIMEON LAND DEVELOPMENT, L.L.C.; EDMUND A.
WEINHEIMER, JR.; JOHN J. SCHMERMUND, Appellees, No. 12-50297 (5th
Cir.).  A copy of the Fifth Circuit's April 18, 2013 per curiam
decision is available at http://is.gd/fHjjw6from Leagle.com.

Escarent Entities, L.P., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 09-50079) in San Antonio, Texas, on Jan. 5, 2009.
Patricia Baron Tomasco, Esq., at Brown McCarroll, L.L.P., in
Austin, Texas, serves as counsel to the Debtor.  The Debtor
estimated assets and debts of $1 million to $10 million as of the
Chapter 11 filing.


EXODUS COMMS: German Administrator Advised to Seek Chapter 15
-------------------------------------------------------------
District Judge Lucy H. Koh in San Jose, California, denied the
request of the insolvency administrator of Exodus Communications
GmbH to dismiss a complaint filed by Oak Point Partners, Inc., to
collect on a debt allegedly owed by the German company, Exodus
GmbH, to its ultimate parent company, the U.S. corporation EXDS,
Inc.

The Defendant seeks dismissal on grounds of international comity.
However, Judge Koh said Chapter 15 of the U.S. Bankruptcy Code
provides the appropriate avenue for the Defendant to seek
recognition of the foreign proceedings and the exercise of comity
by U.S. courts.

Pursuant to the lawsuit, the Plaintiff alleges that on or about
October 1, 2000, Exodus Germany and EXDS executed a promissory
note, representing a $23,725,634.00 unsecured loan from EXDS to
Exodus Germany.  The Promissory Note contains a California choice
of law provision, and a provision by which the parties submitted
to the jurisdiction of the District Court and waived venue
objections.

In September, 2001, EXDS filed for relief under Chapter 11 of the
Bankruptcy Code, in the United States Bankruptcy Court for the
District of Delaware.  In early 2002, Exodus Germany initiated
bankruptcy proceedings in Germany, and Dr. Holger Lessing was
appointed insolvency administrator, charged with managing and
disposing of Exodus Germany's assets.  In that capacity, Dr.
Lessing is authorized to sue and be sued on behalf of and in
connection with claims by and against Exodus Germany.

In 2007, Oak Point purchased all of EXDS's remaining assets from
EXDS's Bankruptcy Plan Administrator.  Oak Point, a U.S. "private
investment firm specializing in the purchase of residual assets
including those at the tail end of commercial bankruptcy cases,"
paid $29,320 for EXDS's remaining assets, including the Promissory
Note

In October, 2010, Oak Point made the first attempt to present a
creditor's claim on the basis of the Promissory Note, filing a
claim with Dr. Lessing for the full amount due.  Dr. Lessing, as
the insolvency administrator, objected to Oak Point's claim, in
part because EXDS had never presented a creditor's claim despite
knowing of Exodus Germany's bankruptcy proceedings since "as early
as 2002."  On July 7, 2011, Oak Point commenced the action against
Dr. Lessing in his capacity as the insolvency administrator.  The
complaint alleges breach of the promissory note by Exodus Germany,
and asks the District Court to establish the validity of Oak
Point's claim, as well as to issue an order directing the
Defendant to include Oak Point's claim in Exodus Germany's
insolvency table.

The lawsuit is, OAK POINT PARTNERS, INC., Plaintiff, v. DR. HOLGER
LESSING, NOT INDIVIDUALLY, BUT ONLY IN HIS CAPACITY AS THE
INSOLVENCY ADMINISTRATOR IN CHARGE OF THE ASSETS OF EXODUS
COMMUNICATIONS GMBH, Defendant, Case No. 11-CV-03328-LHK (N.D.
Cal.).  A copy of Judge Koh's April 19, 2013 Order is available at
http://is.gd/T7k4jcfrom Leagle.com.

Exodus Communications filed for chapter 11 protection (Bankr. D.
Del. Case No. 01-10539) on September 26, 2001, and the Debtors'
Second Amended Joint Plan of Reorganization was confirmed on
June 5, 2002.  The company's liquidating plan provided for a
change of the company's name to EXDS, Inc.


FIRST QUANTUM: S&P Puts 'B+' Rating on CreditWatch Developing
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch listing
on Canada-registered First Quantum Minerals Ltd. (FQM) and Inmet
Mining Corp. (Inmet).  S&P has placed FQM's and Inmet's 'B+' long-
term corporate credit ratings on CreditWatch developing from
CreditWatch negative where they were placed on Jan. 14, 2013.

S&P simultaneously took the same action on its 'B+' ratings on
FQM's $350 million senior unsecured notes and Inmet's $2 billion
senior unsecured notes.

The CreditWatch revision follows the successful completion of
FQM's $5 billion acquisition of Inmet.  The developing CreditWatch
status indicates that this transaction could lead S&P to assign a
positive or negative rating outlook, or affirm its 'B+' ratings
with a stable outlook.  S&P sees an immediate upgrade or downgrade
as unlikely at this stage.  S&P's decision will depend on its
updated views of the company's liquidity and debt refinancing
needs, as well as its medium-term capital expenditure (capex) and
anticipated negative free cash flow.

At year-end 2012, Inmet had $2 billion of senior unsecured notes
outstanding with maturities in 2020 and 2021.  As required under
the bonds' documentation, Inmet addressed a repurchase offer at
101% of the principal amount to the bondholders on April 19, 2013.

If Inmet bondholders were to tender their bonds, which now rank
pari passu with a $2.5 billion unsecured bridge facility from
Standard Chartered Bank, S&P believes this would reduce the
group's cash balances and liquidity.  This could lead S&P to
assign a negative rating outlook, as it would increase refinancing
risk in relation to the short-term acquisition facility, with a
first repayment of $1.25 billion due in December 2013 and the
final one in March 2014.  Even though the risk of an immediate
downgrade is limited, in S&P's view, it still thinks that
liquidity flexibility would be reduced, unless balanced by timely
refinancing.  S&P notes nevertheless that Inmet has large cash
reserves, with $3.6 billion of cash and investments reported at
year-end 2012, which the company could use to repay Inmet
bondholders or the acquisition facility if needed.

On the other hand, if FQM's liquidity remains adequate, S&P would
affirm the ratings and potentially see some room for rating upside
by 2014-2015.  This is because the transaction could strengthen
the business risk profile of FQM, mitigating the additional
acquisition debt, especially since FQM's current leverage is very
low.  Future rating upside will nevertheless require a smooth
integration of the two companies, successful delivery of projects
in Zambia in 2014, as well as a liquidity assessment at the
"adequate" level, given S&P's projection of significant negative
free cash flow in 2013 and 2014.

Key positives for the business risk profile include a wider
geographic footprint and broader asset base, as well as reduced
exposure to high country risks in Zambia.  S&P estimates that pro
forma EBITDA outside Zambia was close to 45%-50% of $1.7 billion
total group EBITDA in 2012, compared with 80% for FQM excluding
Inmet.  Furthermore, by 2017, Inmet's key Cobre Panama project
would constitute a low cost copper mine making large
EBITDA contributions.

At the same time, these positives are partly offset, in S&P's
view, by significant execution risks attached to FQM's growth
plan, including project concentration in 2014-2016 and the
development of Cobre Panama, which the company is currently
reviewing (the initial budget is estimated at $6.2 billion)).
Furthermore, S&P currently forecasts that FQM's intensive growth
plan will lead to material debt increases in 2013-2015 from a pro
forma net cash position at year-end 2012.

S&P's view on Inmet's ratings will be based on the company's
stand-alone credit quality, but also its strategic position in the
broader FQM group.  S&P will review the current recovery rating of
'3' on Inmet's bonds, bearing in mind the additional pari-passu
ranking acquisition debt.  A mitigating factor however is that
Inmet's bonds benefit from guarantees from key operating
subsidiaries, whereas the acquisition debt is unsecured but
guaranteed by the FQM parent.

S&P aims to resolve the CreditWatch in the coming three months,
after FQM reports the results of the repurchase offer presented to
Inmet bondholders with respect to the change of control clause
included in $2 billion outstanding bonds' indenture.  At that
point, S&P will review the bonds' structural subordination in the
new group framework.  S&P also seeks to gain further insight into
the company's likely rebalanced capital spending program for
Inmet's Panama Cobre project.

S&P will assess its impact on the group's liquidity in view of
sizable short-term maturities of the acquisition facility, as well
as other potential management actions, including raising debt.
Finally, S&P will also need to understand the future positioning
of debt and cash across entities in the group structure.


FIRST SECURITY: Ulysses Management Owned 9.6% Stake at April 11
---------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Ulysses Management LLC and its affiliates disclosed
that, as of April 11, 2013, they beneficially owned 6,000,000
shares of common stock of First Security Group, Inc., representing
9.6% of the shares outstanding.  A copy of the filing is available
for free at http://is.gd/oMYaPb

                     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.

First Security disclosed a net loss of $37.57 million in 2012, a
net loss of $23.06 million in 2011 and a net loss of $44.34
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed $1.06 billion in total assets, $1.03 billion in total
liabilities and $29.11 million in total shareholders' equity.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Crowe Horwath LLP, in Brentwood,
Tennessee, noted that:

"[T]the Company raised substantial capital subsequent to December
31, 2012.  However, the Company has incurred significant recurring
net losses, primarily from higher provisions for loan losses and
expenses associated with the administration and disposition of
nonperforming assets.  In addition, both the Company and its bank
subsidiary, (FSG Bank), are under regulatory enforcement orders
issued by their primary regulators.  FSG Bank is not in compliance
with its regulatory enforcement order which requires, among other
things, increased minimum regulatory capital ratios.  FSG Bank's
continued non-compliance with its regulatory enforcement order may
result in additional adverse regulatory action."


FISKER AUTOMOTIVE: House Hearing on "Bad Bet on Fisker" Today
-------------------------------------------------------------
Fisker Automotive Inc. "missed" its first interest payment to the
Department of Energy -- the company did not have sufficient cash
left in its bank account to make the $20.2 million loan payment
(determined by PrivCo through calculations based on the loan
drawdown schedule and analysis of loan documentation) by April 22,
2013 at 1:00 p.m. ET.  However, as a precise legal matter,
Fisker's payment was in fact on time, and there was no payment
default through the following "loophole" consented to by the DOE
in order to avoid a formal and public payment default, just 2 days
before a Congressional House Oversight Committee Hearing scheduled
for April 24 at 2:00 p.m. ET.  The hearing will call into question
the DOE's "Bad Bet on Fisker" and potentially negligent
underwriting of the $528.7M credit facility, ultimately raising
the question of whether the DOE ignored multiple events of default
or issued written amendments and waivers to the original loan
agreements while failing to inform the public.

PrivCo Analysis:

Monday's delay of an inevitable formal declaration of default and
very likely politicized Fisker bankruptcy, ignores the truth that
$1.1 billion in equity raised by Fisker from prominent venture
capital firms, over 1,200 individual investors, and others is
likely to be worthless due to the seniority of DOE's $193M Loan
and an additional $12.5 million loan made by the State of
Delaware.  Regardless of the consequences to recent Fisker equity
investors, ongoing vendors to Fisker, and other unsecured
creditors, the D.O.E. has delayed foreclosing on its $192 Million
loan despite multiple events of default by Fisker.  It is clear
from PrivCo's analysis of over 11,000 pages of never before
published original documents, the D.O.E.'s actions to date have
not been those of a rational lender.

The DOE's decisions will ultimately:

(1) Significantly reduce the last remaining Collateral of any
value protecting the $192M in taxpayer money borrowed by now
insolvent Fisker,

(2) Provide Fisker 3 more months before its next scheduled $13.5
million loan payment is due to the D.O.E. on July 22, 2013,

(3) Delay a formal and public Payment Default or foreclosure by
the DOE and a Chapter 11 bankruptcy filing two days before a House
Oversight Committee Hearing whose witnesses (including the head of
the DOE's Loan Program, resigned Fisker Automotive Founder & CEO
Henrik Fisker, and current Fisker Automotive CEO Tony Posawatz)
will provide sworn testimony on whether the Fisker loan is "in
Default."

PrivCo CEO and Corporate Lawyer Sam Hamadeh, Esq., stated, "The
release of restricted cash collateral with the purpose of
assisting the insolvent borrower to technically make its scheduled
Loan Payment is highly irregular.  Such an action would never be
taken by a rational Lender acting in its own financial interest.
It would be akin to a landlord allowing their tenant to use a
security deposit to pay rent they do not have the money for."

                          About PrivCo

PrivCo is a provider of private company financial data and
independent research on over 207,000 private companies and 78,000
private company deal details, including private company mergers &
acquisitions, private equity, venture capitals, LBOs, and IPOs.

                    About Fisker Automotive Inc.

Anaheim, Calif.-based Fisker Automotive Inc., is a manufacturer of
plug-in hybrid sports cars.


FLYING J: Raid Focuses on Incentive Practices
---------------------------------------------
The Associated Press reported that a federal raid week at the
country's largest truck stop chain, Pilot Flying J, signals fresh
scrutiny of competition issues.

According to the AP report, federal trade officials were worried a
few years ago when Pilot bought Flying J out of bankruptcy. The
officials were concerned the combined entity owned by the powerful
Haslam family could corner the market on diesel fuel.

AP said to alleviate those worries, the Federal Trade Commission
in 2010 required Pilot to sell some truck stops to a competitor
and share its fuel purchase technology before it could merge with
Flying J.

Pilot Flying J CEO Jimmy Haslam told AP that the raid at the
company's headquarters in Knoxville was part of a criminal probe
into unpaid rebates owed to trucking companies. Haslam's brother
is Tennessee Gov. Bill Haslam.

                          About Flying J

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
operated a network of travel plazas along state and interstate
highways.  The travel plazas were large truck stops with (1)
parking areas for tractor-trailers to enter and leave easily, (2)
convenience stores, (3) driver lounges, (4) game rooms, (5)
private showers, and (6) full service restaurants.

Flying J and six of its affiliates filed for bankruptcy on (Bankr.
D. Del. Lead Case No. 08-13384) on Dec. 22, 2008.  At that time,
it was among the 20 largest private companies in America, with
2007 sales exceeding $16 billion.  The fully integrated oil
company employed roughly 14,700 people in the U.S. and Canada
through its interstate operations, transportation, refining and
supply, exploration and production, as well as its financial
services and communications, divisions.  Flying J sought Chapter
11 protections after a precipitous drop in oil prices and
disruption in the credit markets brought to bear significant
short-term pressure on the company's liquidity position.

Attorneys at Young Conaway Stargatt & Taylor LLP, and Kirkland &
Ellis LLP, represented the Debtors in their Chapter 11 effort.
Blackstone Advisory Services L.P. was the Debtors' investment
banker and financial advisor.  Epiq Bankruptcy Solutions LLC was
the Debtors' notice, claims and balloting agent.  In its formal
schedules submitted to the Bankruptcy Court, Flying J disclosed
assets of $1,433,724,226 and debts of $640,958,656.

An official committee of unsecured creditors was appointed in
the case.  Pachulski Stang Ziehl & Jones LLP was tapped as
counsel for the creditors' panel.

Flying J emerged from Chapter 11 bankruptcy protection in July
2010.  The Company's plan promised to repay in full the $1.4
billion owed its creditors, with the distributions on allowed
claims of the company's creditors expected to commence before the
end of July.  Flying J struck a deal while in bankruptcy to merer
with rival Pilot Travel Centers.


FRANK PARSONS: Trustee Suit vs. International Paper Still Open
--------------------------------------------------------------
The lawsuit, EDWARD T. GAVIN, as Trustee of the FPI Liquidating
Trust, Plaintiff, v. INTERNATIONAL PAPER COMPANY, Defendant, Adv.
Proc. No. 12-00895-RAG, remains pending in U.S. Bankruptcy Court
for the District of Maryland.

Bankruptcy Judge Robert A. Gordon recently approved the parties'
seventh stipulation and consent order extending to April 19, 2013,
International Paper's time to file an answer, motion or otherwise
to the Complaint.  A copy of the stipulation is available at
http://is.gd/mLdb5xfrom Leagle.com.

                       About Frank Parsons

Headquartered in Hanover, Maryland, Frank Parsons, Inc. --
http://www.frankparsons.com/-- aka Frank Parsons Paper Company
Inc., was the largest employee-owned, business products,
technology, and office supplies company in the United States,
offering more than 180,000 products from companies such as Avery,
Fujifilm, Hewlett Packard, IBM, Sony, Xerox, Xiotech, and more.
Frank Parsons is an approved contractor on the GSA Schedule and an
authorized AbilityOne Distributor.  The company holds several
environmental certifications, including FSC, SFI, and PEFC.

Frank Parsons filed for Chapter 11 bankruptcy protection (Bankr.
D. Md. Case No. 11-10338) on Jan. 6, 2011.  The Debtor estimated
its assets and debts at $10 million to $50 million.

Judge Robert A. Gordon presides over the case.  Gary H. Leibowitz,
Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman
& Leonard, PA, served as the Debtor's bankruptcy counsel.  The
Debtor also tapped SSG Capital as an investment banker to explore
strategic options.  WeinsweigAdvisors LLC served as the financial
advisor to the Debtor.  Delaware Claims Agency, LLC, acted as the
claims and noticing agent.

Brent C. Strickland, Esq., at Whiteford, Taylor & Preston L.L.P.,
in Baltimore, Maryland, and Bradford J. Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, served
as counsel to the Official Committee of Unsecured Creditors formed
in the Chapter 11 case.

Frank Parsons changed its name to "FPI Liquidation Corp." after
closing of the sale of substantially all of its assets to TSRC,
Inc., in May 2011.  Pursuant to an asset purchase agreement, the
Buyer paid $2,000,000, plus 50 % of the book value of the Closing
Inventory, for the purchased assets.

Edward T. Gavin, who serves as trustee of the FPI Liquidating
Trust, is represented by lawyers at Whiteford Taylor Preston LLP,
and Pachulski Stang Ziehl & Jones LLP.


FREDDIE MAC: Blocking Taylor Bean Probe, Bank of America Says
-------------------------------------------------------------
Patrick Fitzgerald at Daily Bankruptcy Review reports that Bank of
America Corp. says Freddie Mac is "stonewalling" its investigation
of the events surrounding the multibillion fraud at mortgage
lender Taylor Bean & Whitaker and Colonial Bank.

                    About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


FREESEAS INC: Court Approves Another Settlement with Hanover
------------------------------------------------------------
The Supreme Court of the State of New York, County of New York,
entered an order on April 17, 2013, approving, among other things,
the fairness of the terms and conditions of an exchange pursuant
to Section 3(a)(10) of the Securities Act of 1933, as amended, in
accordance with a stipulation of settlement between FreeSeas Inc.,
and Hanover Holdings I, LLC, in the matter entitled Hanover
Holdings I, LLC, v. FreeSeas Inc., Case No. 153183/2013.

Hanover commenced the Action against the Company on April 8, 2013,
to recover an aggregate of $1,792,416 of past-due accounts payable
of the Company, which Hanover had purchased from certain vendors
of the Company pursuant to the terms of separate receivable
purchase agreements between Hanover and each of such vendors, plus
fees and costs.  The Assigned Accounts relate to certain maritime
and general corporate services provided by certain vendors of the
Company.  The Order provides for the full and final settlement of
the Claim and the Action.  The Settlement Agreement became
effective and binding upon the Company and Hanover upon execution
of the Order by the Court on April 17, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on April 17, 2013, the Company issued and delivered to
Hanover 560,000 shares of the Company's common stock, $0.001 par
value.  Giving effect to that issuance, the Settlement Shares
represent approximately 9.89% of the total number of shares of
Common Stock presently outstanding.

A copy of the Stipulation of Settlement is available at:

                        http://is.gd/o9BL3S

A copy of the Supreme Court Order is available for free at:

                        http://is.gd/NLfMM5

                         About FreeSeas Inc.

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

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

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

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


FREESEAS INC: Hanover Holdings Disclosed 9.8% Stake at April 17
---------------------------------------------------------------
In an Schedule 13D filing with the U.S. Securities and Exchange
Commission, Hanover Holdings I, LLC, and Joshua Sason disclosed
that, as of April 17, 2013, they beneficially owned 560,000 shares
of common stock of FreeSeas, Inc., representing 9.89% of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/0jR63B

                         About FreeSeas Inc.

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

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

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

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


FULLER BRUSH: Court Confirms Joint Chapter 11 Plan
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered an order confirming The Fuller Brush Company, Inc., and
CPAC, Inc.'s Modified Joint Chapter 11 Plan filed Feb. 19, 2013.

Class 2 (Victory Park Secured Claim) and Class 3 (General
Unsecured Claims) voted to accept the Plan.

As reported in the TCR on March 27, Judge Sean H. Lane approved
the disclosure statement explaining The Fuller Brush Company,
Inc., et al.'s Plan of Reorganization.


Under the Plan, Class 2 (Victory Park Secured Claim) is impaired
and entitled to vote on the Plan.  The Victory Park Secured Claim,
estimated to total $15.5 million, will recover 94% of the allowed
amount.  Class 3 (General Unsecured Claims) are also impaired and
entitled to vote on the Plan.  General Unsecured Claims, estimated
to total $16 million, will recover 1%-10% of the allowed claim
amount.  Class 4 (Subordinated Claims) and Class 5 (Equity
Interests) will receive no distributions under the Plan and are
therefore deemed to have rejected the Plan.  Class 1 (Priority
Non-Tax Claims) is unimpaired and conclusively deemed to have
accepted the Plan.

A full-text copy of the Disclosure Statement dated Feb. 19, 2013,
is available for free at:

         http://bankrupt.com/misc/THEFULLERds0219.pdf

                      About The Fuller Brush

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

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

Herrick Feinstein LP serves as the Debtors' bankruptcy counsel.

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

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

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


GEOGLOBAL RESOURCES: Gets NYSE MKT Delisting Notice
---------------------------------------------------
GeoGlobal Resources Inc. on April 22 received notice from the NYSE
MKT LLC on April 17, 2013, the Exchange notified the Company that
it intends to strike the common stock of the Company from Exchange
by filing a delisting application with the Securities and Exchange
Commission pursuant to Section 1009(d) of the NYSE MKT Company
Guide.

As previously released the Company received a letter from the
Exchange on November 30, 2012, indicating that the Company was not
in compliance with two of the continued listing standards as set
forth in Section 1003(a)(iv) and Section 1003(f)(v) of the Company
Guide.

The Company was afforded the opportunity to submit a Plan of
compliance to the Exchange and on December 31, 2012 presented its
Plan to the Exchange.

On February 15, 2013, the Exchange notified the Company that it
accepted the Company's Plan of compliance and granted the Company
an extension until May 31, 2013 to regain compliance with the
continued listing standards.  However, the Company will be subject
to periodic review by Exchange Staff during the Plan Period.
Failure to make progress consistent with the plan or to regain
compliance with the continued listing standards by the end of the
Plan Period could result in the Company being delisted from the
NYSE MKT LLC.

The April 17, 2013 notice to file the delisting application is
based on careful review by the Exchange of publicly available
information and information provided by the Company.  The Exchange
has determined that the Company has not made progress consistent
with the Plan and failed to present a reasonable basis to conclude
that the Company can regain compliance with the Exchange's
continued listing standards by the end of the Plan Period.

In accordance with Sections 1203 and 1009(d) of the Company Guide,
the Company has a limited right to appeal the Exchange's
determination, until April 24, 2013, by requesting an oral hearing
or a hearing based on a written submission before a Listing
Qualifications Panel and the Panel may only authorize the
continued listing of the Company's securities as permitted by
Section 1009 and 1204(c) of the Company Guide.  If the Company
elects not to appeal the Exchange's determination by April 24,
2013, it will become final and Exchange will then suspend trading
in the Company's securities and file an application with the SEC
to strike Company's common stock from listing and registration on
the Exchange in accordance with Section 12 of the Securities
Exchange Act of 1934 and rules promulgated thereunder.

As previously announced, the Company has not filed with the US and
Canadian Regulatory authorities its audited consolidated financial
statements for the year ended December 31, 2012, that was due to
be filed on April 16, 2013.  The timely filing of such report is a
condition for the Company's continued listing on the Exchange, as
required by Sections 134 and 1101 of the Company Guide.

The Company is currently reviewing its right to appeal and the
current options available with respect to maintaining the listing.
Management continues to work on the transactions contained in the
Plan as approved by the Exchange so that an appeal may be launched
and compliance regained as per the Exchanges requirements.

                         About GeoGlobal

Headquartered in Calgary, Alberta, Canada, GeoGlobal Resources
Inc. (NYSE MKT:GGR) -- is a US publicly traded oil and gas
company, which, through its subsidiaries, is engaged in the
pursuit of petroleum and natural gas in high potential exploration
targets through exploration and development in India, Israel and
Colombia.


GEOPETRO RESOURCES: Burr Pilger Raises Going Concern Doubt
----------------------------------------------------------
GeoPetro Resources Company filed on April 16, 2012, its annual
report on Form 10-K for the year ended Dec. 31, 2012

Burr Pilger Mayer, Inc., San Francisco, California expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring net losses that have resulted in an
accumulated deficit of $49.7 million as of Dec. 31, 2012, and that
in addition, the Company has limited cash and working capital to
fund its future operations.

The Company reported a net loss of $3.9 million on $351,082 of
revenues in 2012, compared with a net loss of $1.5 million on
$976,571 of revenues in 2011.

According to the regulatory filing, during the twelve months ended
Dec. 31, 2011, a gain on the sale of equipment of $4.1 million was
realized relating to the sale of certain idle and non-income
producing equipment at the Madisonville Plant.  There was no
comparable sale of equipment during the twelve months ended
Dec. 31, 2012.

The Company's balance sheet at Dec. 31, 2012, showed $23.7 million
in total assets, $6.1 million in total liabilities, and
stockholders' equity of $17.6 million.

A copy of the Form 10-K is available at http://is.gd/YISN7G

GeoPetro Resources Company (NYSE MKT: GPR) is an independent oil
and natural gas company headquartered in San Francisco,
California.  GeoPetro currently has projects in the United States
and Canada.  GeoPetro has developed an oil and gas property in its
Madisonville Field Project in Texas.  Elsewhere, GeoPetro has
assembled a geographically-diversified portfolio of exploratory
and appraisal prospects.


GIGGLES N HUGS: De Joya Griffith Raises Going Concern Doubt
-----------------------------------------------------------
Giggles N Hugs, Inc., filed on April 16, 2012, its annual report
on Form 10-K for the year ended Dec. 31, 2012.

De Joya Griffith, LLC, in Henderson, Nevada, expressed substantial
doubt about Giggles N Hugs' ability to continue as a going
concern, citing the Company's losses from operations.

The Company reported a net loss of $$2.1 million on $1.3 million
of sales in 2012, compared with a net loss of $1.1 million on
$1.1 million of sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.7 million
in total assets, $1.2 million in total liabilities, and
stockholders' equity of $457,060.

A copy of the Form 10-K is available at http://is.gd/r1MGQz

Los Angeles, Calif.-based Giggle N Hugs, Inc., owns and operates a
kid-friendly restaurant named Giggles N Hugs in the Westfield Mall
in Century City, as well as the new Westfield Topanga Shopping
Center location in Woodland Hills, California and owns the
intellectual property rights for Giggles N Hugs facilities in the
future.



GLOBALSTAR INC: Sr. Noteholders Extend Forbearance to April 29
--------------------------------------------------------------
Globalstar, Inc. on April 22 disclosed that the forbearance
agreement with respect to the Company's 5.75% Convertible Senior
Notes due 2028 has been amended to extend the forbearance period
through 11:59 pm (ET) on April 29, 2013 as negotiations with the
forbearing note holders continue.  Additionally, the extension
will allow additional time to obtain required consents from the
Company's senior secured lenders regarding an exchange
transaction.  To the extent this process is not complete by
April 29, 2013, the forbearance agreement may be extended further
by agreement of the parties; however, there is no assurance any
further extension will be provided.

In exchange for the extension, the Company has agreed to issue
shares of its voting common stock to the forbearing note holders
who have executed the most recent amendment if an exchange
transaction is not consummated within five days after the end of
the forbearance period.

Jay Monroe, Globalstar's Chairman and CEO, said, "This extension
was necessary to provide the additional time necessary to secure
the proper approvals to consummate a transaction.  We look forward
to a successful exchange transaction and will continue to provide
updates regarding this process."

As described in the Company's Current Report on Form 8-K filed on
April 1, 2013, pursuant to the forbearance agreement, the
forbearing note holders have agreed, during the forbearance
period, not to exercise any rights or remedies under the Existing
Notes on account of the failure by the Company either to
repurchase the Existing Notes upon the April 1, 2013 put date or
to make its regularly scheduled April 1, 2013 interest payment,
including without limitation, taking any action to accelerate the
Existing Notes.  The forbearing note holders have also directed
the trustee not to take any action on account of the Specified
Defaults.

The Company's other series of senior unsecured notes include cross
acceleration provisions which may be triggered by an acceleration
of the Existing Notes if such acceleration is not rescinded within
30 days.  Accordingly, so long as the forbearance period is
extended, the Existing Notes cannot be accelerated and no cross-
acceleration provisions of the other series of notes will be
triggered as a result of the Specified Defaults.  Should the
forbearance period terminate and the Company not cure the
Specified Defaults, cross-acceleration would be triggered only if
the Existing Notes are accelerated and the acceleration is not
rescinded within 30 days.

Any exchange arrangement for the Existing Notes is subject to
final negotiation and execution of definitive agreements.
Globalstar is seeking the consent of the lenders under its senior
secured credit facility to the restructuring; however, there is no
assurance such consent will be obtained.  Until definitive
agreements are negotiated in their entirety and executed, and the
transactions contemplated thereby are consummated, there can be no
assurance that any debt restructuring will be completed by the end
of the forbearance period or at all.

                      About Globalstar, Inc.

Headquartered in Covington, Louisiana, Globalstar --
http://www.globalstar.com-- is a provider of mobile satellite
voice and data services.  Globalstar offers these services to
commercial customers and recreational consumers in more than 120
countries around the world.  The Company's products include mobile
and fixed satellite telephones, simplex and duplex satellite data
modems, the SPOT family of mobile satellite consumer products
including the SPOT Satellite GPS Messenger and flexible airtime
service packages.


GMX RESOURCES: Accused of Hijacking Bankruptcy With $50M Loan
-------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that the creditors'
committee for bankrupt oil and gas producer GMX Resources Inc.
objected Friday to the company's request for $50 million in post-
petition financing, calling the loan terms an attempt to "hijack
the bankruptcy process."

According to the report, in a scathing filing in Oklahoma
bankruptcy court, the committee said the financing request was an
asset grab by company insiders that would wipe out GMX's other
debt obligations, and was part of a years-long strategy that would
ultimately stymie the creditor committee's role in the
proceedings.

                        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.


GRANDPARENTS.COM INC: Daszkal Bolton Raises Going Concern Doubt
---------------------------------------------------------------
Grandparents.com, Inc., filed on April 16, 2012, its annual report
on Form 10-K for the year ended Dec. 31, 2012.

Daszkal Bolton LLP, in Boca Raton, Florida, expressed substantial
doubt about Grandparents.com's ability to continue as a going
concern.  The independent auditor noted that the Company has
sustained a net loss, has negative cash flows from operations, and
has a working capital deficit.

The Company reported a net loss of $10.9 million on $329,527 of
total revenue in 2012, compared with a net loss of $2.9 million on
$478,133 of total revenue of in 2011.

Total operating expenses for 2012 increased $7.8 million, or
238.0%, to $11.0 million compared to $3.2 million for 2011.  The
Company said the increase in operating expenses was primarily
attributable to expenses of $2.9 million incurred in connection
with the asset contribution transaction described below as well as
increases in selling and marketing, salary, rent, equity-based
compensation, consulting and other general and administrative
expenses.

On Feb. 23, 2012, the Company entered into the Contribution
Agreement with GP.com LLC pursuant to which GP.com LLC contributed
substantially all of its assets to the Company in exchange for the
Company's assumption of certain liabilities of GP.com LLC and the
Company's issuance to GP.com LLC of one share of the Company's
Series A Convertible Preferred Stock and a warrant to purchase
shares of the Company's common stock.

The Company's balance sheet at Dec. 31, 2012, showed $5.1 million
in total assets, $3.5 million in total current liabilities, and
stockholders' equity of $1.6 million.

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

Headquartered in New York, N.Y., Grandparents.com, Inc., is a
social media and marketing company.  The Company's Web site,
http://www.grandparents.com/, is a family-oriented social media
website with a core mission of enhancing relationships between the
generations and enriching the lives of grandparents by providing
tools to foster connections among grandparents, parents, and
grandchildren.


GUIDED THERAPEUTICS: Ships Initial Edition 3 CE Marked LuViva(R)
----------------------------------------------------------------
Guided Therapeutics, Inc., shipped its first Edition 3 CE marked
LuViva(R) Advanced Cervical Scan unit to its distributor in
Turkey.  The delivery is the first of 15 to 20 units expected to
be shipped to distributors in the second quarter.

"This shipment represents a significant achievement for the
company and, along with the recent units delivered to our Canadian
partners, marks the beginning of commercial CE Marked sales of
LuViva," said Mark L. Faupel, Ph.D., CEO and president of Guided
Therapeutics, Inc.  "We plan to follow up this shipment with
additional sales to Europe and Africa later this quarter."

The LuViva Advanced Cervical Scan is now compliant with both
Edition 2 and Edition 3 CE standards, has marketing approval from
Health Canada and the Singapore Health Sciences Authority, and is
under U.S. Food and Drug Administration Premarket review.

                      About Guided Therapeutics

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

Guided Therapeutics disclosed a net loss of $4.35 million on $3.33
million of contract and grant revenue for the year ended Dec. 31,
2012, as compared with a net loss of $6.64 million on $3.59
million of contract and grant revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $3.47 million
in total assets, $2.34 million in total liabilities and $1.13
million in total stockholders' equity.

UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and accumulated deficit that raise substantial doubt
about its ability to continue as a going concern.


HAMPTON ROADS: Posts $1.9 Million Net Income in First Quarter
-------------------------------------------------------------
Hampton Roads Bankshares, Inc., reported net income of $1.92
million on $19.53 million of interest income for the first quarter
of 2013, as compared with a net loss of $7.40 million on $21.60
million of interest income for first quarter of 2012.

"The Company's return to profitability in the first quarter, and a
year-over-year increase of greater than $8.5 million in earnings,
which includes this quarter's $2.8 million branch consolidation
charge, reflect strong progress on many fronts," said Doug Glenn,
president and chief executive officer.  "We have positioned the
Company for continuing improvement in performance through a sharp
focus on our core community banking franchise, greater operating
efficiency, and an improved balance sheet.  Going forward, we will
continue to implement and refine our One Bank strategy, which is
designed to consistently deliver choice, convenience and
outstanding service to our customers through a strong team of
bankers and the right mix of branches and electronic banking
services."

As of March 31, 2013, total assets were $2.03 billion, compared to
$2.05 billion at Dec. 31, 2012.

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

                         http://is.gd/WMJdBn

The Federal Reserve Bank of Richmond recently modified its
interpretation of the Company's Written Agreement and now takes
the position that it prohibits BOHR from accepting new brokered
deposits.  Based on prior guidance, BOHR accepted new brokered
deposits after it became well capitalized.  This prohibition does
not apply to Shore Bank, does not prevent BOHR from rolling over
or renewing brokered deposits and will no longer apply to BOHR
once the Written Agreement is terminated.  Less than $8 million of
BOHR's brokered deposits will mature this year and the Company
believes BOHR can replace these funds through a combination of its
existing cash reserves, rolling over or renewing the deposits, a
loan from Shore Bank, or other sources.  The Company does not
believe the new interpretation or its earlier actions will have
any material adverse effect on the Company or its liquidity,
expenses, or financial condition.

                  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.


HAYDEL PROPERTIES: Banks Object to Amended Disclosures
------------------------------------------------------
BancorpSouth Bank and The Peoples Bank, Biloxi Mississippi object
to approval of the first amended disclosure statement for Haydel
Properties, LP's proposed Chapter 11 Plan filed Feb. 21, 2013.

BancorpSouth Bank says:

1) The Debtor has not provided adequate information to enable the
Bank to assess the viability of the potential $35,000 in funds
which it represents to arise out of an eminent domain proceeding.;

2) The Debtor has not provided adequate information to enable the
Bank to assess the viability of a claim for damages arising out of
the Deepwater Horizon oil spill, or "BP Claim";

3) The Debtor has not provided adequate information to enable the
Bank to assess the viability of its claim for a reduction in
property valuation for ad valorem tax purposes;

4) The Debtor has failed to provide adequate information to enable
the Bank to assess the viability of its claim that rental income
will increase as a result of future rental of currently unused
inventory;

5) The Debtor has failed to include past due ad valorem taxes in
its calculation of liabilities set forth in the First Amended
Disclosure Statement; and

6) The Debtor has failed to provide adequate information to
determine whether the projected rental income, and sales prices,
set forth on pages 7 and 8 of its First Amended Disclosure
Statement, reflect fair market value of the properties.  If, as
the Bank suspects, these projections are overvalued, then the
entire basis of the income to be generated is false and the Plan
cannot work.

According to BancorpSouth Bank, the foregoing information is
necessary to allow a hypothetical investor in the  position of the
Bank to determine whether it should accept or reject the proposed
Plan of Reorganization.

The Peoples Bank, Biloxi Mississippi, made the same exact
objections, as described in 1) through 6) above, to the Debtor's
first amended disclosure statement.  The Peoples Bank, however,
added that the Debtor represents that the Bank's Claim, following
amortization as set forth in the Plan will be approximately
$3,500,000.  Yet, according to The Peoples Bank, as represented on
page 6 of the Disclosure Statement, the current debt owed to the
Bank is $3,903.288.11.  Thus, the Debtor should provide specific
detail as to how it arrived at a reduction in liability of over
$400,000.  The information, the Peoples Bank says, is material to
the Bank in determining whether or not to accept or reject the
proposed Plan of Reorganization.

                      The Amended Plan

As reported in the TCR on April 4, 2013, according to the first
amended disclosure statement, the Plan was conceived by management
of the Company as an alternative to the more drastic measures
available for restructuring its debt, such as total liquidation of
its equipment and properties.  The Debtor will continue to operate
the rental business and continue to market numerous parcels of
real property.  A part of the Debtor's plan to reorganize is the
intent to sell a number of parcels of real property owned by the
Debtor.  Currently, the Debtor has entered into a listing
agreement with Jonathan Bell of Cameron Bell Properties and
Coldwell Banker Aphonso Realty to lease or sell multiple parcels
of real property.

The Debtor submits that there are sufficient funds to make the
repairs on the downtown Gulfport building and repairs to a parcel
on Eisenhower Drive.  The Debtor believes that the Plan is
feasible.  If there be unexpected expenses and there be a
shortfall in income, the equity security holders will make capital
contributions to cover any shortfall.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/HAYDEL_PROPERTIES_ds_1amended.pdf

                   About Haydel Properties LP

Haydel Properties LP, based in Biloxi, Mississippi, filed for
Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on
Jan. 11, 2012.  Judge Katharine M. Samson presides over the case.
Christy Pickering serves as accountant.  The Debtor disclosed
$11.7 million in assets and $6.8 million in liabilities as of the
Chapter 11 filing.


HD SUPPLY: Incurs $713 Million Net Loss in Fourth Quarter
---------------------------------------------------------
HD Supply, Inc., reported a net loss of $713 million on $1.99
billion of net sales for the three months ended Feb. 3, 2013, as
compared with a net loss of $173 million on $1.65 billion of net
sales for the three months ended Jan. 29, 2012.

For the 12 months ended Feb. 3, 2013, the Company incurred a net
loss of $1.17 billion on $8.03 billion of net sales, as compared
with a net loss of $543 million on $7.02 billion of net sales for
the 12 months ended Jan. 29, 2012.

The Company's balance sheet at Feb. 3, 2013, showed $7.33 billion
in total assets, $8.92 billion in total liabilities and a $1.59
billion total stockholders' deficit.

"In fiscal 2012 we had two strategic objectives, which were to
continue to grow our business and strengthen our capital
position," stated Joe DeAngelo, CEO of HD Supply.  "With growth
across all of our industry leading business units and the
successful refinancing of our debt, we achieved these two
important milestones.  Our relentless focus on our customers, deep
and expanding product mix and the tremendous efforts of our
associates were the critical drivers for our success."

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

                          http://is.gd/2M6Mlj

                           About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

                           *     *     *

As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3
from Caa1 and its probability of default rating to B3 from Caa1.
This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017.

HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.


HIGH PLAINS: Signs Agreement and Plan of Merger with Chama
----------------------------------------------------------
High Plains Gas, Inc., on March 28, 2013, executed an Agreement
and Plan of Merger with Chama Technologaes, Inc., for the purchase
by Chama of a controlling stock interest in High Plains.

The Agreement requires that the Company complete a 1 for 1,000
reverse split of High Plains Gas common stock.  Upon completion of
the reverse stock split, High Plains Gas will have approximately
305,000 shares of common stock outstanding.  Pursuant to the
merger, High Plains will issue to Chama shareholders 25,000,000
shares of High Plains Gas stock.  High Plains Gas assumes
approximately $4,000,000 in obligations owed to previous
shareholders of RWM Resources, Inc., that was previously owed by
Chama.

The Company had previously divested itself of Miller Fabrication,
LLC, the oil and gas servicing subsidiary of High Plains.

                        Director Appoinments

On March 28, 2013 a majority of the shareholders of High Plains
appointed Ed Presley, William Helfer and William Edwards as
directors of the Company.  Effective March 28, 2013, Siva Mohan,
Alan Smith and Cordell Fonnesbeck resigned as directors.  Joseph
Hettinger resigned effective March 29, 2013.  Also at the meeting
on March 28, 2013, the Board of Directors appointed Ed Presley as
President and Chief Executive Officer.

Edward Presley, Board Member, President and CEO; Mr. Presley (66)
has 40 years of extensive experience in oil and gas exploration
and production.  He has been in the coal bed methane industry in
Wyoming since 2001.  Mr. Presley is the co-founding developer of
the GAZMO and the CDPP Patented and Copyrighted technology and
process.

William Helfer, Board member and CFO; William Helfer (49) joins
HPGS as a board member and the management team as the Chief
Financial Officer.  Mr. Helfer graduated from the Ohio State
University with a degree in accounting.  He has over 27 years of
business experience including over 6 years of natural gas
accounting experience.

Bill Edwards, Board Member; Bill Edwards (56) through his company
Wolverine Roustabout Inc. completes construction and building of
infrastructure in the CBM industry in the Powder River Basin and
he and his team has over 50 years of combined experience in the
coal bed methane and construction industries.  They have worked on
over 5,000 CBM wells for various operators in the Powder River
Basin in Montana and Wyoming.

A copy of the Agreement and Plan of Merger is available at:

                        http://is.gd/sURvYt

                         About High Plains

Houston, Texas-based High Plains Gas, Inc., is a provider of goods
and services to regional end markets serving the energy industry.
It produces natural gas in the Powder River Basin located in
Northeast Wyoming.  It provides construction and repair and
maintenance services primarily to the energy and energy related
industries mainly located in Wyoming and North Dakota.

The Company reported a net loss of $57.48 million on
$17.15 million of revenues for 2011, compared with a net loss of
$5.48 million on $2.61 million of revenues for 2010.

The Company's balance sheet at June 30, 2012, showed
$10.26 million in total assets, $40.42 million in total
liabilities, and a $30.16 million total stockholders' deficit.

Eide Bailly LLP, in Greenwood Village, Colorado, issued a "going
concern" qualification on the financial statements for the year
ending Dec. 31 2011, citing significant operating losses which
raised substantial doubt about High Plains Gas' ability to
continue as a going concern.


HORNE INTERNATIONAL: Incurs $1.6-Mil. Net Loss in 2012
------------------------------------------------------
Horne International, Inc., filed on April 16, 2012, its annual
report on Form 10-K for the year ended Dec. 31, 2012.

Stegman & Company, in Baltimore, Maryland, expressed substantial
doubt about Horne International's ability to continue as a going
concern.  The independent auditors noted that the Company has
experienced continuing net losses for each of the last four years
and as of Dec. 31, 2012, current liabilities exceeded current
assets by $2.26 million.

The Company reported a net loss of $1.6 million on $4.1 million of
revenue in 2012, compared with a net loss of $121,000 on
$5.7 million of revenue in 2011.

Discontinued operations include the result of Spectrum Sciences &
Software, Inc., a wholly-owned subsidiary that was closed in
June 2008.  The Company recognized approximately $1,083,000 in net
income in the 2nd quarter of 2011 from a judgment in the matter of
Spectrum Sciences and Software, Inc. vs. The United States, Case
Number 04-l366C.  The net income reflects an award of $1,211,754
plus an Equal Access to Justice Act estimate of $340,000 less the
cost of litigation of $470,754.

The Company's balance sheet at Dec. 31, 2012, showed $1.2 million
in total assets, $3.2 million in total liabilities, and a
stockholders' deficit of $2.0 million.

A copy of the Form 10-K is available at http://is.gd/t7Ti2r

Fairfax, Va.-based Horne International, Inc., is an engineering
services company focused on provision of integrated, systems
approach based solutions to the energy and environmental sectors.


IBIO INC: Gets NYSE MKT Listing Non-Compliance Notice
-----------------------------------------------------
iBio, Inc. on April 22 disclosed that the Company has received
notice from NYSE MKT that, based on a review of the Company's
quarterly report on Form 10-Q for the period ended December 31,
2012, the Exchange Staff has concluded that the Company is not in
compliance with Section 1003(a)(iv) of the Exchange Company Guide.
This criterion applies if a listed company has sustained losses
that are so substantial in relation to its overall operations or
its existing financial resources, or its financial condition has
become so impaired that it appears questionable, in the opinion of
the Exchange, as to whether the company will be able to continue
operations and/or meet its obligations as they mature.

As previously announced, the Exchange Staff notified the Company
in February 2013 and November 2012 that it is not in compliance
with the Exchange's continued listing criteria set forth in
Section 1003(a)(ii) and Section 1003(a)(iii) of the Exchange
Company Guide.  These listing criteria apply if a listed company
has stockholders' equity of less than $4,000,000 and net losses in
three of its four most recent years and stockholders' equity of
less than $6,000,000 and net losses in its five most recent years,
respectively.  In response to these prior notices, the Company
submitted, and the Exchange subsequently accepted a plan of
compliance which is intended to restore the Company's compliance
with the criteria in Sections 1003(a)(ii) and Section (a)(iii) on
or before October 14, 2013.

In response to the current notice, the Company has been afforded
the opportunity to submit a updated plan of compliance to the
Exchange by May 6, 2013, that demonstrates the Company's ability
to regain compliance with Section 1003(a)(iv) of the Company Guide
by July 15, 2013.

If the updated plan of compliance is not accepted by the Exchange,
the Company would receive a delisting notice from the Exchange
Staff; however, the Company would be afforded the opportunity to
request a hearing before an independent Listing Qualifications
Panel.  The Company would remain listed pending the conclusion of
the hearing process and the expiration of any extension granted by
the Panel.

The Company believes that it will be able to submit before May 6,
2013 an updated plan that will demonstrate to the satisfaction of
the Exchange the Company's ability by July 15, 2013 to overcome
the noted impairment and thereafter to comply with all of the
Exchange's continued listing standards within the timeframes
provided by the Exchange.

If the updated plan is accepted, the Company will be subject to
periodic review by the Staff of the Exchange during the plan
period.  The failure by the Company to make progress consistent
with the accepted plan or to regain compliance with the continued
listing standards by the end of the extension period could result
in the Company being delisted from the Exchange.

                          About iBio, Inc.

Headquartered in Newark, Delaware, iBio, Inc. (NYSE MKT:IBIO) --
http://www.ibioinc.com-- develops and offers product applications
of its iBioLaunch(TM) and iBioModulator(TM) platforms, providing
collaborators full support for turn-key implementation of its
technology for both proprietary and biosimilar products.
Additionally, iBio is developing select product candidates that
have been derived from the iBioLaunch platform.  The iBioLaunch
platform is a proprietary, transformative technology for
development and production of biologics using transient gene
expression in unmodified green plants.  The iBioModulator platform
is complementary to the iBioLaunch platform and is designed to
significantly improve vaccine products with both higher potency
and greater duration of effect.  The iBioModulator platform can be
used with any recombinant expression technology for vaccine
development and production.


INNER HARBOR: $1.2B Project Developer Accused of Collusion
----------------------------------------------------------
Natalie Rodriguez of BankruptcyLaw360 reported that the developer
behind a proposed $1.2 billion Maryland development was accused of
colluding with creditors to wrongfully avoid foreclosure on the
project's property through the filing of a bankruptcy petition,
according to a Wednesday filing in the state's bankruptcy court.

According to the report, Patrick Turner's Inner Harbor West LLC
allegedly colluded with Dixie Construction Co. and land-use law
firm C. Frye Associates LLC, creditors that launched an
involuntary bankruptcy petition against Inner Harbor earlier this
year, to get a wrongful stay on a foreclosure auction that had
been pending.

                      About Inner Harbor

Inner Harbor West LLC became the subject of a Chapter 7
involuntary bankruptcy petition filed by two creditors: C. Frye
Associates, LLC, and Dixie Construction.  The involuntary Chapter
7 bankruptcy case, filed on Feb. 8, 2013, is assigned Bankr. D.
Md. Case No. 13-12198.

Jeffrey M. Sirody, Esq., represents Inner Harbor West in the
bankruptcy case.

The petitioning creditors are represented by Marc A. Ominsky,
Esq., at The SOS Law Group, in Columbia, Maryland.


INTELSAT SA: Now Known as "Intelsat Investments S.A"
----------------------------------------------------
Intelsat S.A. changed its name to Intelsat Investments S.A
Effective as of April 11, 2013.  The name change was effected by
means of an extraordinary decision of the sole shareholder of the
Company taken before a notary in accordance with Luxembourg law.
The extraordinary decision before a notary had the effect of
amending the Company's articles of incorporation to reflect the
change in the Company's name to Intelsat Investments S.A.

The Company's indirect parent, Intelsat Global Holdings S.A.,
changed its name to Intelsat S.A. effective as of April 16, 2013.

                           About Intelsat

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

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

                           *     *     *

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


J.C. PENNEY: Working With AlixPartners on Cost Savings
------------------------------------------------------
The Wall Street Journal's Mike Spector, Emily Glazer and Dana
Mattioli report that people familiar with the matter said J.C.
Penney Co. is working with turnaround firm AlixPartners to help
identify cost savings and manage cash flow as the struggling
retailer pursues a new loan to shore up its finances.  The sources
said the AlixPartners experts are focused on ways to save money
and aren't pursuing a broad turnaround or restructuring plan for
the company.  Possible cost-savings opportunities could include
consolidating distribution centers, one person said.

The sources told the Journal Penney has been working with
AlixPartners for a month or so, beginning while Ron Johnson was
still at the helm of the department-store chain.  Penney replaced
Mr. Johnson as chief executive in early April and brought aboard
former Chief Executive Myron Ullman.

WSJ says AlixPartners declined to comment.

                          About J.C. Penney

Plano, Texas-based J.C. Penney Company, Inc. is one of the U.S.'s
largest department store operators with about 1,100 locations in
the United States and Puerto Rico.

The Company carries Moody's Investors Service's B3 Corporate
Family Rating with negative outlook.

Early in March 2013, Standard & Poor's Ratings Services lowered
its corporate credit rating on Penney to 'CCC+' from 'B-'.  The
outlook is negative.  At the same time, S&P lowered the issue-
level rating on the company's unsecured debt to 'CCC+' from 'B-'
and maintained its '3' recovery rating on this debt, indicating
S&P's expectation of meaningful (50% to 70%) recovery for
debtholders in the event of a payment default.

"The downgrade reflects the performance erosion that has
accelerated throughout the previous year and seems likely to
persist over the next 12 months," explained Standard & Poor's
credit analyst David Kuntz.

At the same time, Fitch Ratings downgraded the Company's Issuer
Default Ratings to 'B-' from 'B'.  The Rating Outlook is Negative.
The rating downgrades reflect Fitch's concerns that there is a
lack of visibility in terms of the Company's ability to stabilize
its business in 2013 and beyond after a precipitous decline in
revenues leading to negative EBITDA of $270 million in 2012.
Penney, Fitch said, will need to tap into additional funding to
cover a projected FCF shortfall of $1.3 billion to $1.5 billion in
2013, which could begin to strain its existing sources of
liquidity.

In February 2013, Penney received a notice of default from a law
firm representing more than 50% of its 7.4% Debentures due 2037.
The Company has filed a lawsuit in Delaware Chancery Court seeking
to block efforts by the bondholder group to declare a default on
the 2037 bonds.  Penney also asked lawyers at Brown Rudnick LLP to
identify the investors they represent.

In March 2013, Penney received a letter from bondholders
withdrawing and rescinding the Notice of Default.

On April 12, 2013, Penney borrowed $850 million out of its $1.85
billion committed revolving credit facility with JPMorgan Chase
Bank, N.A., as Administrative Agent, and Wells Fargo Bank,
National Association, as LC Agent. Penney said the move was to
enhance the Company's financial flexibility and position.


JANICE DICKINSON: Supermodel Files for Bankruptcy
-------------------------------------------------
Bruce Golding, writing for the New York Post, reported that Janice
Dickinson is finally facing the ugly truth: She's broke.

According to the Port, the one-time supermodel has declared
bankruptcy, with court papers showing she has racked up nearly $1
million in debt with everyone from Uncle Sam to the doctors who
have tried to keep her looking young.

The Post related that Dickinson, 58, whose taut visage bears
witness to her penchant for plastic surgery, owes more than $8,000
to Beverly Hills dermatologist Arnold Klein, whose Web site says
he "developed the injection techniques for the cosmetic use of
Botox, collagen and Restylane."

Dickinson, 58, also stiffed Dr. Uzzi Reiss, who runs the Beverly
Hills Anti-Aging Center, out of $8,000-plus, court papers say, the
Post further related.  Her unpaid taxes date back more than a
decade, with more than $500,000 due to New York state, California
and the IRS.


K-V PHARMACEUTICAL: Second Amended Plan Filed
---------------------------------------------
BankruptcyData reported that K-V Pharmaceutical filed with the
U.S. Bankruptcy Court a Second Amended Joint Chapter 11 Plan of
Reorganization and related Disclosure Statement.

According to the Disclosure Statement, "The Plan is intended to
enable the Debtors to continue present operations without the
likelihood of a subsequent liquidation or the need for further
financial reorganization. The Debtors believe that they will be
able to perform their obligations under the Plan. The Debtors also
believe that the Plan permits fair and equitable recoveries....The
Debtors anticipate that the Effective Date will occur on or prior
to July 17, 2013," the report said, citing court documents.

The Court is scheduled to consider the Disclosure Statement on
April 23. 2013.

                     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.

KAHN FAMILY: South Carolina Real Estate Developer in Chapter 11
---------------------------------------------------------------
Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones
Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and
13-02355) on April 22, 2013.  Kahn Family disclosed $50 million to
$100 million in assets and liabilities.

According to documents attached to the petition, Kahn Family has
paid Geoffrey Levy of Levy Law Firm LLC, $75,000 for work in
connection with the filing of the Chapter 11 case.  Subject to
bankruptcy court approval, the Debtor will pay the firm at a rate
of $425 per hour for services rendered postpetition.

Alan Kahn, the manager of the Debtors, also commenced his own
Chapter 11 case (Case No. 13-2351) on April 22.

According to Web site http://www.kahndevelopment.com/Alan B. Kahn
heads Kahn Development Company, a real estate property developer
focusing on lifestyle and mixed-use retail.

Kahn Development and its affiliates have created many retail
centers anchored by names such as Belk, JCPenney, Sears,
Dillard's, Federated (now Macy's), Target, Super Wal-Mart, Lowe's
Foods, Lowe's Home Improvement, Home Depot, Publix, Kroger, Bi-Lo,
and Harris Teeter.  It has also developed more than 40 Walgreens
locations and 30 Sears stores.  Its largest retail and mixed-use
project to date is the 300-acre Village at Sandhill development
located in hometown of Columbia, South Carolina.


KAMBOJ LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Kamboj LLC
        4745 Watt Avenue
        North Highlands, CA 95660

Bankruptcy Case No.: 13-25353

Chapter 11 Petition Date: April 18, 2013

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: C. Anthony Hughes, Esq.
                  1395 Garden Highway, Ste. 150
                  Sacramento, CA 95833
                  Tel: (916) 485-1111
                  E-mail: Attorney@4406666.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Kulvir Singh Mehroke, managing member.


KIT DIGITAL: PE Firms Swoop on Company in Prepack Bankruptcy
------------------------------------------------------------
Karlee Weinmann of BankruptcyLaw360 reported that a private equity
trio with substantial equity holdings in KIT Digital Inc. will
backstop a recapitalization and prepackaged bankruptcy that will
cover all outstanding creditor liabilities currently held by the
flagging media technology company, according to a late Wednesday
announcement.

According to the report, under the terms of the turnaround deal,
Prescott Group Capital Management LLC, JEC Capital Partners LLC
and Stichting Bewaarder Ratio Capital Partners will sponsor a plan
that will cluster New York-based KIT's profitable units into a new
entity called Piksel.

                      About KIT digital

New York-based KIT digital, Inc., is a premium provider of end-to-
end video management software and services.  Its KIT Video
Platform, a cloud-based video asset management system, enables
clients in the enterprise, media and entertainment and network
operator markets to produce, manage and deliver multiscreen social
video experiences to audiences wherever they are.  The Company
services clients in more than 50 countries including some of the
world's biggest brands such as Airbus, AT&T, The Associated Press,
BBC, Best Buy, Bristol-Myers Squibb, BSkyB, Disney-ABC, FedEx,
Google, HP, MTV, News Corp, Telecom Argentina, Telefonica,
Universal Studios, Verizon, Vodafone and Volkswagen.

Bloomberg News notes that the last financial statements for New
York-based Kit show revenue of $107.3 million for six months ended
June 30, resulting in a $110.8 million loss from operations,
including a $55 million goodwill-impairment charge.  The net loss
for the half year was $176 million.

The June 30 balance sheet showed assets of $357.1 million and
liabilities totaling $146.9 million.

The three-year closing high for the stock was $16.94 on Jan. 3,
2011. The closing low was 17 cents on Dec. 21.  The stock closed
April 16 at 38 cents in over-the-counter trading.


KO-KAUA OHANA: Plan Filing Exclusivity Ends April 30
----------------------------------------------------
The Hon. Marc Barreca of the U.S. Bankruptcy Court for the Western
District of Washington has extended, at the behest of Ohana Group,
LLC, the exclusive periods for the Debtor to file a plan of
reorganization until April 30, 2013, and for the Debtor to solicit
acceptances of that plan until July 1, 2013.

The Debtor and its primary lender, Wells Fargo, N.A., as trustee
for the registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2007-C5, have been in preliminary discussions through
counsel as to possible consensual terms for a plan.  The Debtor
said that those discussions have not advanced yet to the level of
trading positions on specific deal terms, but have been productive
at the preliminary level.  "More productive discussions have been
delayed somewhat following a recent change by the Lender in the
special servicer for this loan," the Debtor stated.

According to the Debtor, the counsel for the Lender has requested,
and the Debtor has agreed, to delay filing its proposed plan
within the initial exclusivity period so as to permit the parties
additional time to explore the possibility of a consensual plan.

                       About Ohana Group LLC

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


KREMER FAMILY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kremer Family Farms, Inc.
        dba All Seasons Storage
        9159 State Route 118
        Ansonia, OH 45303

Bankruptcy Case No.: 13-31589

Chapter 11 Petition Date: April 18, 2013

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Debtor's Counsel: Steven L. Diller, Esq.
                  DILLER AND RICE, LLC
                  124 E Main St
                  Van Wert, OH 45891
                  Tel: (419) 238-5025
                  E-mail: steven@drlawllc.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
filed together with the petition is available for free at
http://bankrupt.com/misc/ohnb13-31589.pdf

The petition was signed by Rick Kremer, president.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Neal Thomas Kremer                     13-31587   04/18/13
Roman L. Kremer                        13-31225   03/28/13
State Line Resourses LLC               13-31588   04/18/13


KSS HOLDINGS: S&P Gives 'B+' CCR & Rates $470MM Secured Debt 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
corporate credit rating to KSS Holdings Inc. (KSS), parent of Key
Safety Systems Inc.  The outlook is stable.  S&P also assigned its
'B+' debt issue-level ratings to Key Safety Systems' new
$470 million senior secured credit facilities, with a recovery
rating of '3'.  The '3' recovery rating indicates S&P's
expectation for meaningful recovery (50% to 70%) in the event of
payment default.

The credit facilities will consist of a $75 million revolver due
in October 2017, and a $395 million first-lien term loan B due in
April 2018.  The company plans to use the proceeds from the term
loan, combined with $53 million of available cash, to refinance
its existing first- and second-lien term loans.  Following the
proposed debt transaction, the company expects to close on the
sale of its noncore Hamlin business segment that makes sensors.
Littelfuse Inc. recently signed a definitive agreement to acquire
Hamlin Electronics L.P. from KSS for $145 million in cash.  KSS
plans to use about $135 million of the net proceeds received at
closing to retire additional debt and return capital to
shareholders: $95 million will go to pay down the new first-lien
term loan; $30 million will redeem the company's preferred equity,
which S&P treats as debt and is held by Crestview Partners LP
(KSS' owner) and management; and a $10 million dividend will be
paid to common shareholders.

"The ratings on KSS reflect the company's "aggressive" financial
risk profile, including adjusted debt to total capital estimated
to decline to about 57% in 2013, and its "weak" business risk
profile, which is based on its participation in the volatile and
competitive global auto supplier industry," said Standard & Poor's
credit analyst Nancy Messer.  Despite the potential for moderating
leverage over time, S&P assumes KSS' financial policies will
remain aggressive, given the private-equity ownership and the
possibility that the company may pursue targeted acquisitions or,
eventually, distributions to shareholders.

Still, S&P's rating on KSS reflects its expectation that the
company's credit measures will improve in 2013 and 2014 from
recent levels.  By S&P's estimate, debt leverage may decline to
about 3.0x in 2013 and 2014 based upon EBITDA growth supported by
high-single-digit revenue growth and EBITDA margins in the low
double digits because of improved fixed-cost absorption from
higher sales on recent business wins.  Supporting this view is the
gradual recovery in industry production in the U.S., along with
benefits from the company's past cost-cutting, which S&P believed
reduced the break-even level of sales.  In S&P's view, the
company's manufacturing cost footprint is fairly diversified in
low-cost countries.  In 2013, S&P views execution risk stemming
from increased business and higher capital spending as a key
credit factor for KSS.

Still, S&P expects some costs to inevitability rise, and higher
commodity costs and continuing demand weakness in Europe remain
risks.  S&P expects lower growth rates than past years in key
emerging markets China (Asia accounts for 36% of KSS' revenues)
and Brazil (less than 1%).  S&P believes U.S. light vehicle sales
demand can expand by 8% in 2013 to 15.6 million units and by
another 4% in 2014 to 16.2 million units.  KSS has 38% of revenue
generated in North America.  In Europe (about 25% of revenues),
S&P's base-case outlook assumes that light-vehicle sales will
decline in 2013--the sixth consecutive year of sales decline.

Under these assumptions and higher capital expenditure
requirements, S&P believes KSS' free operating cash flow (FOCF)
could be positive for 2013 but less than $10 million, on a low-
double-digit increase in sales.  The first quarter is typically
the company's weakest in terms of cash flow generation because of
the seasonal need to increase working capital.

S&P considers KSS' business risk weak because of the presence of
strong competition (the company is the No. 4 global player),
intense pricing pressure, and volatile raw material costs.
Positive factors in S&P's business risk assessment are the
company's fair geographic diversity, recent business wins, and
participation in the automotive safety-equipment segment, which
S&P considers to have relatively good growth characteristics over
the intermediate term because of various regulations requiring
added safety content.  However, in the presence of larger
competitors, which S&P considers to have stronger market positions
and better financial risk profiles than KSS, the company's growth
in rapidly expanding markets such as China and Brazil could be
limited to mid- to high-single digits over the long term.

The stable outlook reflects S&P's view that business growth will
allow some free cash flow generation while leverage remains at 4x
or lower.  S&P assumes high-single-digit revenue growth in 2013
because of the large backlog of new business and exposure to the
Chinese market, which is growing at a higher rate than North
America and Europe, which is declining.  S&P expects EBITDA
margins (by S&P's calculation) in the area of 11% to 12%,
reflecting improved fixed-cost absorption from higher sales on
recent business wins.

S&P considers an upgrade unlikely during the next year based on
its assessment of the company's business and financial risks and
KSS's ownership by a financial sponsor, which S&P believes
indicates that financial policies will remain aggressive.  Under a
different ownership structure, an upgrade could occur if the
company is able to maintain debt leverage at 3.0x or less from
solid operating performance with the ratio of FOCF (unadjusted) to
adjusted debt approaching the high single digits or better
combined with a commitment to moderate financial policies.  S&P
uses unadjusted FOCF because its standard adjustments for
operating lease adjustments creates an unrealistic FOCF.

S&P could lower the rating if cash flow turned negative over the
next 12 months in light of execution risk related to growth or
slower-than-expected revenue growth due to global weakness in
vehicle demand.  S&P could also lower its ratings if it believes
debt to EBITDA, including its adjustments, would rise to 4.5x.


LDK SOLAR: Subsidiary to Sell LDK Hefei for RMB 120 Million
-----------------------------------------------------------
http://www.sec.gov/Archives/edgar/data/1385424/000119312513157703/
d523015d6k.htm
LDK Solar Co., Ltd.'s wholly owned subsidiary, Anhui LDK New
Energy Co., Ltd., signed an agreement to sell and transfer all its
equity interest in its wholly owned subsidiary, LDK Solar High-
Tech (Hefei) Co., Ltd., located in Hefei City of Anhui Province in
China, to an affiliate of the Hefei City government, Hefei High
Tech Industrial Development Social Service Corporation, for
approximately RMB 120 million.  Based on the Company's book value,
LDK Solar expects to realize a net loss in the range of US$80
million to US$90 million for this transaction.

Previously, LDK Solar announced a purchase agreement in January
2013 with Shanghai Qianjiang Group, with its consummation subject
to relevant governmental approvals.  Shanghai Qianjiang Group
failed to secure such government approvals by the expiration date
of March 30, 2013.

"We appreciate the assistance and collaboration from Hefei
Municipal Government," stated Xingxue Tong, president and CEO of
LDK Solar.  "We will do our best to assure a smooth closing of
this transaction."

                 Signs New Module Supply Contract

LDK Solar has signed a module supply contract with EA Solar
Nakornsawan Co., Ltd, a leading developer of photovoltaic (PV)
projects in Thailand.  Under the terms of the agreement, LDK Solar
will provide 63 megawatts (MW) of PV modules with weekly shipments
of approximately 6.3 MW expected to commence in August 2013.

"We are pleased to expand our customer base into Thailand through
this new module sales agreement," stated Xingxue Tong, president
and CEO of LDK Solar.  "We believe this contract demonstrates the
continued demand for our solar modules."

                          About LDK Solar

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

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

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

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


LEHMAN BROTHERS: Hits FHLB Cincinnati with $64M Suit Over Swaps
---------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a unit of Lehman
Brothers Holdings Inc. on Wednesday hit the Federal Home Loan Bank
of Cincinnati with a breach of contract suit demanding $63.9
million connected to 87 interest-rate swaps and options
transactions that fell apart when it entered bankruptcy.

According to the report, Lehman Brothers Special Financing Inc.
says the bank violated an agreement between the two by paying only
$13.7 million when the transactions were terminated on account of
Lehman's Chapter 11 filing in September 2008.  The financing unit
said it was owed $77.6 million, the report said.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: LBI Wins OK to Settle $44-Bil. in Claims
---------------------------------------------------------
The trustee of Lehman Brothers Holdings Inc.'s brokerage arm won a
bankruptcy judge's approval to settle nearly $44 billion in
customer claims by the holding company and its European unit.

Jude James Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the settlements, paving the way for
full repayment to former customers of the Lehman brokerage.

The settlements reduce the holding company's customer claim from
$19.9 billion to $2.3 billion.  Meanwhile, Lehman Brothers
International (Europe) will receive a $9 billion customer claim,
down from the $24 billion it originally wanted.  The holding
company will also have an unsecured claim of about $14 billion
against the brokerage while the European unit will receive a $4
billion unsecured claim.

The trustee has now settled the three largest claims against the
Lehman brokerage.  Last year, he won court approval to settle
Lehman Brothers Finance AG's $6 billion claim.  Under the deal,
Lehman's Swiss affiliate can assert a claim of more than $549
million.

The settlements drew support from the Securities Investor
Protection Corp. and the ad hoc group of Lehman Brothers
creditors.  The settlements "will resolve the biggest challenges
faced by the estate" and will allow the trustee "to move forward
to effect a 100% distribution to customers," SIPC said in court
filings.

Meanwhile, Ross Financial Corp., Providence TMT Special
Situations Fund L.P., QVT Fund LP and Quintessence Fund L.P.
dropped their objections to the settlements.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Proposes to Sell LB Rose Properties
----------------------------------------------------
Lehman Brothers Holdings Inc. is seeking approval from the U.S.
Bankruptcy Court in Manhattan to sell LB Rose Ranch LLC's
interests in a property located in Glenwood Springs, Colorado.

The property is a 225-acre unfinished resort community, which
consists of a residential development, and recreation facilities
including a golf course.  LB Rose took ownership of the property
before it went bankrupt through the exercise of its remedies as a
secured lender.

The proposed sale is part of Lehman's effort to raise cash, and
begin distributions to creditors of LB Rose.  As of April 9, the
Lehman unit has only about $1 million in available cash,
according to court filings.

In connection with the sale, Lehman hired Racebrook Marketing
Concepts LLC to act as broker.  The firm, along with Lehman, will
oversee the marketing as well as the bidding process.

Buyers are required to submit bids for the property to Racebrook
and Lehman.  Based on the structure and composition of the bids,
the companies will distribute one or more form sale agreements,
containing the terms of the transaction.  Potential buyers have
20 days to mark up the agreements and return them to Lehman,
which will select the winning bidder.

The winning bidder has 10 business days to execute a sale
agreement and 30 days to close.  Lehman will proceed with the
next highest offer in case the winning bidder fails to close the
transaction.

Judge James Peck will hold a hearing today, April 24, to consider
approval of the proposed sale.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Court Approves Accord With Liberty Square
----------------------------------------------------------
Lehman Brothers Holdings Inc. received the green light from the
U.S. Bankruptcy Court in Manhattan to settle a lawsuit tied to
Lehman Brothers Financial Products Inc.'s derivatives deals with
Liberty Square CDO I Limited and its affiliates.

LBFP filed the lawsuit to challenge the provisions in certain
documents executed by Liberty Square, which affect the company's
right to receive payment of its claims under the derivatives
deals.

Under the agreement, the Lehman unit will receive from Liberty
Square a settlement payment in exchange for the dismissal of the
lawsuit.  Both sides also agreed to release each other from all
claims tied to the derivatives deals.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: LBI May Allocate $15.2BB for Customers
-------------------------------------------------------
The trustee of Lehman Brothers Holdings Inc.'s brokerage received
the green light from the U.S. Bankruptcy Court in Manhattan to
allocate about $15.2 billion in securities and cash to the fund
of customer property.

The assets to be allocated include $10.863 billion worth of
securities and $1.691 billion of total cash held in accounts for
the benefit of customers.  A list of these assets can be accessed
for free at http://is.gd/O5Vi91

The court order also authorized the trustee to distribute funds
tied to securities that will be delivered to customers.

The funds consist of cash dividends and interest received by the
Lehman estate subsequent to September 19, 2008.  Lehman received
those funds from various issuers and depositories on account of
securities in the possession of the trustee.

Before the Court approved the LBI Trustee's motion, Barclays
Capital Inc. raised an objection complaining that the LBI Trustee
failed to increase the $4.7 billion amount reserved for Barclays
to account for newly discovered margin assets held by other third
parties, which the LBI Trustee acknowledged in February 2013 to
total $777 million.  Barclays related that it is in the final
stage of filing briefs in the U.S. Court of Appeals from a
district court opinion in June finding that the bankruptcy judge
was wrong in requiring the bank to pay $1.5 billion to the
trustee.  When the appeal was initiated, the LBI Trustee agreed
to hold $4.7 billion aside as a reserve in the event the
appellate court decides that Barclays is entitled to receive more
than the bankruptcy court allowed.

                  Trustee, et al., Ink Agreement

In a related development, the trustee signed an agreement to
resolve the objection by a group of claimants led by Federal
Deposit Insurance Corp.

The deal, which was approved on April 16 by the court, requires
the trustee to establish and maintain reserves for the claims
asserted by the group.  In return, the claimants agreed to
withdraw their objection.  A copy of the agreement is available
without charge at http://is.gd/SXT1Wt

Meanwhile, Mark Mazzatta and two other claimants dropped their
objections to the allocation of the property.

Mr. Mazzatta previously criticized the Lehman brokerage for
refusing to return about $1.7 million of collateral he delivered
over four years ago in a transaction involving the brokerage and
its parent.   He claimed the collateral is not property of the
brokerage and Lehman Brothers OTC Derivatives Inc.

The collateral, which consisted of bonds worth more than $719,000
and more than $969,000 in cash, secures a so-called "call spread
collar" with Lehman Brothers OTC.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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


LEO MOTORS: John Scrudato CPA Raises Going Concern Doubt
--------------------------------------------------------
Leo Motors, Inc., filed on April 16, 2012, its annual report on
Form 10-K for the year ended Dec. 31, 2012

John Scrudato CPA, in Califon, New Jersey, expressed substantial
doubt about Leo Motors' ability to continue as a going concern,
citing the Company's significant losses since inception of
$16.2 million and working capital deficit of $632,161.

The Company reported a net loss of $1.9 million on $25,605 of
revenues in 2012, compared with a net loss of $5.4 million on
$920,587 of revenues in 2011.

In 2011 the Company determined its investment in Leo B&T Inc. an
investment account was impaired and recorded an expense of
$4.5 million.  During the 2012 year the Company had a net non
operating income largely from the result of the forgiveness of
debt for $1.3 million.

The Company's balance sheet at Dec. 31, 2012, showed $1.4 million
in total assets, $1.7 million in total liabilities, and a
stockholders' deficit of $269,422.

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

Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo
Motors, Inc., a Nevada corporation, is currently engaged in the
research and development of multiple products, prototypes and
conceptualizations based on proprietary, patented and patent
pending electric power generation, drive train and storage
technologies.


LIME ENERGY: Gets NASDAQ Listing Non-Compliance Notice
------------------------------------------------------
Lime Energy Co. LIME on April 22 disclosed that on April 17, 2013,
it received a letter from The NASDAQ Stock Market LLC notifying it
that it was not in compliance with NASDAQ Listing Rule 5250(c)(1)
because it had not yet filed its Annual Report on Form 10-K for
the year ended December 31, 2012 and that the Additional
Deficiency served as an additional basis for delisting the
Company's common stock from the NASDAQ Stock Market.  That letter
also formally notified the Company the Panel would consider the
Additional Deficiency in their decision regarding the Company's
continued listing on the NASDAQ Stock Market.  The Company expects
to present its views with respect to the Additional Deficiency no
later than April 24, 2013.

As previously disclosed, the Company received a notice from the
NASDAQ Listing Qualifications Staff on January 9, 2013 regarding
the Company's failure to satisfy NASDAQ Listing Rule 5250(c)(1)
because it had not filed its Quarterly Reports on Form 10-Q for
the periods ended June 30, and September 30, 2012, and that as a
result its common stock was subject to delisting from the NASDAQ
Stock Market.  The Company requested a hearing before the NASDAQ
Hearings Panel to review the listing determination and to request
that the Panel grant it additional time to regain compliance on
February 21, 2013 and on March 6, 2013, the Panel granted the
Company's request for continued listing of its common stock on the
NASDAQ Stock Market, subject to certain conditions, including the
condition that on or before August 9, 2013, the Company shall file
its Form 10-K for the year ended December 31, 2012.

The Company expects that it will file its Annual Report on Form
10-K for the year ended December 31, 2012 on or before June 30,
2013.  The Company also expects that it will file restated
financial information for the years ended December 31, 2008,
December 31, 2009, December 3, 2010 and December 31, 2011 and for
the quarter ended March 31, 2012 on or before June 30, 2013.  As
previously disclosed, the Company's Audit Committee has determined
that the Company's consolidated financial statements for the
Affected Periods could not be relied on.  The Company also expects
that it will file its financial statements for the quarters ended
June 30, 2012 and September 30, 2012 on or before June 30, 2013.


LIQUIDNET HOLDINGS: S&P Gives 'B' ICR & Rates $150MM Debt 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issuer credit
rating to Liquidnet Holdings Inc.  At the same time, Standard &
Poor's assigned its 'B' issue rating to the company's $150 million
senior secured credit facility.  The outlook is stable.

The ratings on Liquidnet Holdings Inc. reflect the company's
dependence on U.S. cash equity trading volume to generate
revenues.  The company also has high degree of operating leverage
and low profitability.  "We believe that Liquidnet has high
exposure to operational and reputational risks," said Standard &
Poor's credit analyst Olga Roman.  "The company's status as the
leading alternative trading system (ATS) operator that facilitates
large block equity trades primarily for buy-side institutional
investors only partly offsets these weaknesses."  Liquidnet has a
well-diversified customer base with no single customer
contributing more than 4.6% of the company's quarterly revenue
since 2011.

Liquidnet enables institutional investors to trade large blocks of
equities.  It provides its members with access to a pool of global
average daily liquidity of about 9 billion shares listed in 41
markets across five continents.  Using its proprietary technology,
Liquidnet enhances the quality and speed of trade execution by
reducing market impact costs and creating price improvements.  The
company operates two ATSs in the U.S.: Liquidnet Negotiation and
Liquidnet H2O.

The company derives almost all of its revenues from the
commissions it receives from member and nonmember customers for
trades executed on its system.  Since the commissions are entirely
transaction based, the company's revenues and profitability are
highly volatile and depend on the trading volumes and the
robustness of the U.S. equity markets.  Liquidnet has been
diversifying its geographic markets, but 72% of its revenue came
from U.S. equities in 2012.

Along with other ATSs and stock exchanges, Liquidnet continues to
face declining trade volumes.  U.S. equity asset managers have
been in a cycle of net asset outflows from equities, and, as a
result, Liquidnet's average daily liquidity in the U.S. declined
to approximately 1.3 billion shares in December 2012 from more
than 2 billion shares in January 2010.  This decline in trading
volumes caused a significant deterioration in the firm's revenues
and profitability.

S&P believes that Liquidnet has high exposure to operational and
reputational risks.  This became evident in spring 2012 when the
company's subsidiary, Liquidnet Inc., received a subpoena from the
SEC requesting certain information regarding, among other things,
the subsidiary's Equity Capital Markets business and associated
internal and external software tools.  Liquidnet Inc. disclosed
this investigation to its members in June 2012.  Following the
disclosure, several clients left the company, although most have
returned.  At this stage, S&P cannot estimate the probable outcome
of the investigation or the size of monetary penalty.

"The stable outlook reflects our expectation that Liquidnet will
be able to maintain its market position and improve its operating
performance," said Ms. Roman.  If the company can increase its
cash flow base or reduce its debt and, thus, improve its debt to
EBITDA to less than 2.5x, S&P would consider upgrading the
company.  On the other hand, if Liquidnet's profitability and key
credit metrics deteriorate due to a loss of customers or if it
encounters another operational issue, S&P could lower the rating.


LLS AMERICA: 4 Individuals Fined for Discovery Non-Compliance
-------------------------------------------------------------
Bankruptcy Judge Patricia C. Williams issued identical orders on
April 17, 2013, sanctioning four individual defendants for not
complying with the discovery process in 3 adversary proceedings
initiated by Bruce P. Kreigman, as chapter 11 trustee of LLS
America, LLC.

The decisions stemmed from the Chapter 11 Trustee's motions to
compel discovery.  The individual defendants are:

  -- Kathryn Paul and Steven Paul (BRUCE P. KRIEGMAN, solely in
     his capacity as court-appointed Chapter 11 Trustee for LLS
     America, LLC, Plaintiff, v. 1418490 ONTARIO, LTD, et al.,
     Defendants, Adv. No. 11-80295-PCW-11 (Bankr. E.D. Wash.);

  -- Reinhard Paul (BRUCE P. KRIEGMAN, solely in his capacity as
     court-appointed Chapter 11 Trustee for LLS America, LLC,
     Plaintiff, v. 0817726 BC, LTD., et al., Defendants, Adv. No.
     11-80297-PCW11 (Bankr. E.D. Wash.); and

  -- Gerhard Krief (BRUCE P. KRIEGMAN, solely in his capacity as
     court-appointed Chapter 11 Trustee for LLS America, LLC,
     Plaintiff, v. 267406 BC, LTD., et al., Defendants, Adv. No.
     11-80296-PCW11 (Bankr. E.D.Wash).

A copy of one of the identical decisions dated April 17, 2013 is
available at http://is.gd/WfCfQcfrom Leagle.com.

In her ruling, Judge Williams noted that not a single document was
produce in response to 19 document requests.  In this light, Judge
Williams preliminary concluded that the named defendant should be
sanctioned $500 as partial compensation to the Chapter 11
Trustee's costs of proceeding with his motion to compel.

If they believe the sanction is inappropriate, the named
defendants are given until May 5, 2013, to file an explanation on
their failure to comply with the discovery.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


LORUS THERAPEUTICS: Incurs C$1.4-Mil. Net Loss in Fiscal 2013 Q3
----------------------------------------------------------------
Lorus Therapeutics Inc. reported a net loss for the three months
ended Feb. 28, 2013, of C$1.4 million compared to a net loss of
C$1.0 million in the same period in the prior year.  The Company
incurred a net loss of C$4.2 million for the nine months ended
Feb. 28, 2013, compared to a net loss of C$3.6 million during the
same period in the prior year.

In a news release dated April 12, 2013, the Company said:

"In the three month period ended Feb. 28, 2013, research and
development expenditures increased by C$346 thousand compared with
the same period in the prior year due to the manufacture of
additional quantities of LOR-253, increased clinical costs
associated with the LOR-253 Phase I clinical trial as well as
spending on our IL-17E and LOR-500 programs initiated and
escalated in the current year.

"In the nine month period ended Feb. 28, 2013, research and
development expenditures increased by C$678 thousand compared with
the same period in the prior year due to the manufacture of
additional quantities of LOR-253, increased clinical costs
associated with the LOR-253 Phase I clinical trial as well as
spending on our IL-17E program initiated in the current year and
escalated efforts on our LOR-500 program.

"General and administrative expenses totaled C$491 thousand in the
three-month period ended Feb. 28, 2013, compared to C$479 thousand
in same period in the prior year.  For the nine month period ended
Feb. 28, 2013, general and administrative expenses were
C$1.8 million compared with $1.8 million in the same period in the
prior year."

According to the news release, the Corporation's current level of
cash and cash equivalents is not sufficient to execute its current
planned expenditures for the next twelve months without further
investment.

"The Corporation is currently in discussion with several potential
investors to provide additional funding.  Management believes that
it will complete one or more of these arrangements in sufficient
time to continue to execute its planned expenditures without
interruption.  However, there can be no assurance that the capital
will be available as necessary to meet these continuing
expenditures, or if the capital is available, that it will be on
terms acceptable to the Corporation."

The Company's balance sheet at Feb. 28, 2013, showed
C$1.83 million in total assets, C$1.43 million in total current
liabilities, and stockholders' equity of C$401,000.

A copy of the press release is available at http://is.gd/iMYhND

A copy of the Q3 consolidated interim financial statements is
available at http://is.gd/aO21Ds

Toronto, Ontario-based Lorus Therapeutics Inc. is a
biopharmaceutical company focused on the research and development
of novel therapeutics in cancer.  Lorus Therapeutics Inc. is
listed on the Toronto Stock Exchange under the symbol LOR.


ME CAL INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Me Cal, Inc.
        2660 So. El Camino Real
        San Mateo, CA 94403

Bankruptcy Case No.: 13-30940

Chapter 11 Petition Date: April 21, 2013

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Debtor's Counsel: Jeff D. Curl, Esq.
                  JC LAW GROUP
                  1900 S Norfolk St. #350
                  San Mateo, CA 94403
                  Tel: (415) 963-4004
                  E-mail: notice@jclawgroup.com

Estimated Assets: $0 to $50,000

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

A list of the Company?s 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/canb13-30940.pdf

The petition was signed by Michael Greco, president.


MERCANTIL COMMERCEBANK: Fitch Affirms 'BB/B' Issuer Default Rating
------------------------------------------------------------------
Fitch Ratings has affirmed the long- and short-term IDRs of
Mercantil Commercebank Florida Bancorp (MCFB) and its main
subsidiary, Mercantil Commercebank, N.A. at 'BB/B'.  The Outlook
is Stable.

Through its domestic parent, Mercantil Commercebank Holding Corp.
(MCH), the bank is beneficially owned by Mercantil Servicios
Financerios (MSF), one of the largest financial institutions based
in Venezuela. Although the ratings assigned are for MCFB, Fitch
also reviews the financials for MCH, which is the domestic holding
company for MCFB in the U.S.

Rating Action Rationale

MCFB's IDRs reflect its geographic concentration mainly in South
Florida, risk profile that includes exposure to economic
conditions in Latin America, limited franchise and modest earnings
measures. Ratings are supported by the company's improving credit
and earnings performance, solid capital levels and good liquidity
profile.

KEY RATING DRIVERS - IDRs, VR and Senior Debt

During 2012, MCH's financial performance improved reporting net
income of $26.4 million compared to $10.9 million for 2011.
Results are supported by reduced provisioning needs, gain on sales
of securities, and growth in loans increasing interest income.
Nonetheless, MCH's earnings measures remain modest with return on
assets (ROA) at 0.38% for 4Q'12. Fitch also analyzes the company's
earning measures on a risk-adjusted basis given its large
investment securities book (30% of total assets). Return on Risk
Weighted Assets (RORWA) stood at 0.85x for 4Q'12, while PPNR/RWA
was solid at 1.16% and in-line with the current ratings.

Fitch believes performance at current levels is sustainable. In
2013, Fitch does not expect a significant rise in provisioning
expense given overall improving asset quality trends. The company
should see some benefits from increased volumes in loan
originations with higher yields from the growing commercial and
industrial loans (C&I) lending segment. Additionally, the company
has increased the purchase of syndicated loans, which should also
offset the impact to margin pressures from the investment
securities portfolio and also offset the impact of nonaccrual
loans.

For 2012, credit trends improved year-over-year as net charge-offs
(NCOs), nonperforming assets (NPAs), and the inflows of
criticized/classified assets all continue to decline, although
problem loans remain elevated compared to historical standards. At
year-end 2012, NPAs, calculated by Fitch to include accruing
troubled debt restructuring, totaled $114.8 million (or 2.58% of
gross loans plus other real estate owned [OREO]) compared to $257
million (or 6.14%) the previous year. NCOs also declined to 0.57%
(or $24 million) for 2012 compared to 1.06% (or $41.7 million) for
2011. For 2012, provisions totaled $24 million compared to $50
million the previous year. Fitch expects future credit costs to be
manageable given the continued reduction in overall balances in
the riskier segments of CRE and construction portfolios.

MCH's capital position is solid and supports the risks inherent in
the bank's business mix. MCH's Fitch Core Capital/Risk Weighted
Assets ratio stood at 14.68% and Tier 1 Common stood at 10.8%.
Given the expectation of sustainable profitability, capital is
expected to remain at current levels.

MCH's balance sheet is highly liquid; the combination of cash,
cash equivalents and investment securities represented about 32.4%
of total assets on Dec. 31, 2012 and the loan-to-deposit ratio was
85%. The investment portfolio is highly rated, short in duration
and, to date, has had minimal negative market valuation issues.
Nonetheless, Fitch notes that certain securities holdings could be
affected by economic conditions in certain countries in Latin
America, although these positions are modest in size.

The company has continued to shift its loan mix by reducing real
estate lending and growing its C&I portfolio. For 2012, MCH's C&I
portfolio grew by 16% compared to the previous year. Although
Fitch views the diversification in the loan mix as a positive, the
industry in general has also been growing C&I loans and
competition is fierce. In general, Fitch is concerned with the
potential for credit quality deterioration, since performance for
these loans is better than historical averages.

Offsetting, MCFB's targeted client base is more niche, which gives
the company an opportunity to leverage its expertise in Latin
America as well as in oil-related industries. Additionally, the
bank also engages in syndicated lending through participations in
large lending arrangements to domestic corporate borrowers.
Participations are generally entered into with the initial lending
group (not purchased in the secondary market) and are for clients
in the bank's targeted markets.

RATING SENSITIVITIES - IDRs, Senior Debt and Viability Rating (VR)
Given MCFB's geographic concentration in South Florida, its IDRs
are sensitive to market conditions within its footprint.
Additionally, MCFB has a large component of international
exposures (roughly 40% of its lending activity), which is also
affected by economic conditions in Latin America.

Ratings are considered to be at the high end of the potential
range given that current performance is in-line with similarly
rated peers. Should MCFB produce metrics that outperform peers,
Fitch may consider review of the current ratings.

Factors that could trigger negative rating action would be a
declining trend in earnings and/or a reversal of recent
improvements to credit performance. Although not anticipated,
reputational risk events is also a concern given MCFB's ultimate
parent is domiciled in Venezuela. To date, MCFB has actually
benefited from its Mercantil brand, despite volatility in
Venezuela, as demonstrated by its stable deposit base.

In Fitch's analysis for MCFB, which is the U.S. bank subsidiary of
MSF, Fitch's criteria report 'Rating FI Subsidiaries and Holding
Companies' was applied.

RATING DRIVERS AND SENSITIVITIES - Support and Support Rating
Floors

MCFB has a Support Rating of '5' and Support Rating Floor of 'NF'.
In Fitch's view, MCFB is not systemically important and therefore,
Fitch believes the probability of support is unlikely. IDRs and
VRs do not incorporate any support.

Over the years, capital ratios have been augmented by capital
contributions from MSF (about $267 million for 2008-2012).
Although MSF has demonstrated its willingness to provide capital
support to MCFB and ultimately to MCB, Fitch assumes that
additional contributions from MSF are unlikely over the near term
and cannot be relied upon.

RATING DRIVERS AND SENSITIVITIES - Holding Company
MCH has a bank holding company (BHC) structure with the bank as
the main subsidiary. The subsidiary is considered core to the
parent holding company supporting equalized ratings between the
bank subsidiary and the BHC. IDRs and VRs are equalized with those
of MCH's operating company and bank reflecting its role as the
bank holding company, which is mandated in the U.S. to act as a
source of strength for its bank subsidiaries.

On a stand-alone basis at the holding company, MCFB's liquidity is
considered ample. The holding company maintained its own source of
liquidity with cash and investment securities totaling $41 million
at Dec. 31, 2012. Annual MCFB (parent-company only) interest
expense totals approximately $7 million, providing about 6x
coverage. The only debt outstanding at MCH or MCFB consists of
$114 million of trust preferred securities (unrated), issued
privately and through pools, as of Dec. 31, 2012. Double leverage
is modest at 115%.

RATING DRIVERS AND SENSITIVITIES - Subsidiaries and Affiliate
Company

Ratings for subsidiaries reflect a high probability of support
from the parent to its subsidiary. This reflects that performing
bank parents have very rarely allowed subsidiaries to default. It
also considers the high level of integration, brand, management,
financial and reputational incentives to avoid subsidiary
defaults.

Established in 1979, Mercantil Commercebank, N.A. (MCB), based in
Coral Gables, FL, is a privately held, FDIC insured, nationally
chartered bank, regulated by the Office of the Comptroller of the
Currency (OCC). The bank has 11 branches throughout Miami-Dade
County, two in Broward County, two in Palm Beach County, one in
New York, NY, and two in Houston, TX. The bank is ultimately
beneficially owned by Mercantil Servicios Financerios (MSF), the
largest financial group based in Venezuela

Fitch has affirmed these ratings, with a Stable Outlook:

Mercantil Commercebank Florida BanCorp.

-- Long-term IDR at 'BB';
-- Short-term IDR at 'B';
-- Viability rating at 'bb';
-- Support at '5';
-- Support floor at 'NF.;

Mercantil Commercebank, N.A.

-- Long-term IDR at 'BB';
-- Long-term deposits t 'BB+';
-- Short-term IDR at 'B';
-- Short-term deposits at 'B';
-- Viability at 'bb';
-- Support at '5';
-- Support Floor at 'NF'.


MF GLOBAL: Ch.11 Trustee Sues Corzine, 2 Others Over Collapse
-------------------------------------------------------------
Louis J. Freeh, the Chapter 11 Trustee of MF Global Holdings Ltd.,
and its debtor-affiliates, on Friday launched an adversary
proceeding against the Debtors' former officers -- Jon S. Corzine,
Bradley I. Abelow, and Henri J. Steenkamp -- arguing that the
defendants' "acts and omissions" culminated in the business
collapse of the Company and the bankruptcies of the Debtors.
According to Mr. Freeh, the Defendants, in their capacities as
officers, breached their fiduciary duties of care, loyalty, and
oversight over the Company, and failed to act in good faith.

According to the 61-page Complaint, during the period when
Defendants were running MF Global, they dramatically changed the
Company's business plan without addressing existing systemic
weaknesses that ultimately caused the plan to fail.  As part of
the new business plan, and in violation of his fiduciary duties to
MF Global as the Chief Executive Officer of Holdings Ltd. and MF
Global Inc., Mr. Corzine engaged in risky trading strategies that
strained the Company's liquidity and could not be properly
monitored by the Company's inadequate controls and procedures.

The Complaint also says Messrs. Abelow and Steenkamp, Mr.
Corzine's hand-picked deputies and the Company's most senior
officers, breached their fiduciary duties by failing to ensure
that the Company's procedures and controls were adequate and could
accommodate the Company's new business plan.

Mr. Freeh is represented by:

          MORRISON & FOERSTER LLP
          Adam S. Hoffinger, Esq.
          Daniel A. Nathan, Esq.
          2000 Pennsylvania Ave., NW
          Washington, DC 20006-1888
          Tel: (202) 887-1500
          Fax: (202) 887-0763
          E-mail: ahoffinger@mofo.com
                  dnathan@mofo.com

               - and -

          Brett H. Miller, Esq.
          1290 Avenue of the Americas
          New York, NY 10140-0050
          Tel: (212) 468-8000
          Fax: (212) 468-7900
          E-mail: bmiller@mofo.com

                          About MF Global

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

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

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

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

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

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

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

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

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

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

At a hearing on April 5, the Bankruptcy Court approved MF Global
Holdings's plan to liquidate its assets.  Bloomberg News reported
that the court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary, one of
the companies under the umbrella of the holding company trustee.
Previously, the predicted recovery was 14.7% to 34% on bank
lenders' claims against the finance subsidiary.


MF GLOBAL: Judge Axes 'Frivolous' $35-Mil. Claim
------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge on Thursday threw out a $35 million claim against
MF Global Holdings Ltd. and ordered the claimant to pay a fine,
saying she had no direct relationship to the fallen firm and that
her claim was frivolous.

According to the report, the claimant, Michelle Y. Coe, brought
what she deemed an administrative expense claim against the
broker-dealer and futures commission merchant related to MF Global
predecessor Man Financial's 2005 purchase of assets from now-
defunct financial services company Refco Inc.

                         About MF Global

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

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

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

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

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

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

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

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

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

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


MINT LEASING: Lowers Net Loss to $239K in 2012
----------------------------------------------
The Mint Leasing, Inc., filed on April 16, 2012, its annual report
on Form 10-K for the year ended Dec. 31, 2012.

M&K CPAS, PLLC, in Houston, Texas, expressed substantial doubt
about Mint Leasing's ability to continue as a going concern.  The
independent auditors noted that Mint Leasing has a significant
amount of debt due within the next 12 months, and may not be
successful in obtaining renewals or renegotiating its loans.

The Company reported a net loss of $238,969 on $10.0 million of
revenues in 2012, compared with a net loss of $1.6 million on
$10.8 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $24.1 million
In total assets, $23.3 million in total liabilities, and
stockholders' equity of $748,318.

        Credit Facility With Comerica Bank Is In Default

On April 8, 2013, the Company and Comerica entered into a
Settlement, Release, Indemnity and Limited Forbearance Agreement.
Pursuant to the Forbearance Agreement, the Company agreed that the
its outstanding loan facility with Comerica was in default and
Comerica agreed to forbear from taking any action against the
Company to enforce the default until the earlier of 4 p.m. on
April 18, 2013, or the date that a default occurred under the
facility other than in connection with the Company's failure to
repay such facility.  The Company also agreed to pay $500,000
towards the balance of the facility  on April 5, 2013, which funds
have been paid to date and to pay a discounted settlement payment
in full satisfaction of the facility in the amount of $12 million
on April 18, 2013, along with legal fees of Comerica's counsel
(the "Settlement Amount").  The Company also agreed to release
Comerica from and to indemnify Comerica against certain claims and
causes of action.

The Company said in the filing that in the event that it is unable
to pay the Settlement Amount when due, Comerica could take further
actions against the Company to enforce its security interest over
the Company's assets, seek repayment of the full amount due under
the facility, seek an immediate foreclosure of such assets and/or
may take other actions which have a material adverse effect on the
Company's operations, assets and financial condition, and that any
of the foregoing actions by Comerica, could force the Company into
Bankruptcy protection, any of which could cause the value of the
Company's securities to decline in value or become worthless and
could force the Company to cease operations.

A copy of the Form 10-K is available at http://is.gd/G79XSX

Houston, Texas-based The Mint Leasing, Inc., is in the business of
leasing automobiles and fleet vehicles throughout the United
States.


MOMENTIVE SPECIALTY: Amends $134MM Sr. Notes Resale Prospectus
--------------------------------------------------------------
A post-effective amendment to the Form S-1 registration statement
was filed with the U.S. Securities and Exchange Commission by
Hexion U.S. Finance Corp. and Hexion Nova Scotia Finance, ULC,
each of which is a wholly-owned subsidiary of Momentive Specialty
Chemicals Inc., as originally declared effective by the SEC on
May 8, 2012, to (i) include the information contained in MSC's
Annual Report on Form 10-K for the fiscal year ended Dec. 31,
2012, that was filed with the SEC on April 1, 2013, and (ii)
update certain other information in the Registration Statement.

The prospectus covers resales by a selling security holder of
$134,016,000 of 9.00% Second-Priority Senior Secured Notes due
2020 issued by Hexion U.S. Finance Corp. and Hexion Nova Scotia
Finance, ULC, each of which are wholly-owned subsidiaries of
Momentive Specialty Chemicals Inc., on Nov. 5, 2010.

A copy of the Amended Prospectus is available for free at:

                        http://is.gd/mFEZk2

                      About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty reported net income of $118 million on $5.20
billion of net sales in 2011, compared with net income of $214
million on $4.59 billion of net sales in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.44 billion in total assets, $4.60 billion in total liabilities
and a $1.16 billion total deficit.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


MOMENTIVE PERFORMANCE: Amends $525.6MM Notes Resale Prospectus
--------------------------------------------------------------
Momentive Performance Materials Inc. filed a post-effective
amendment no.1 to the Form S-1 registration statement as
originally declared effective by the Securities and Exchange
Commission on May 7, 2012, to (i) include the information
contained in the Company's Annual Report on Form 10-K for the
fiscal year ended Dec. 31, 2012, that was filed with the SEC on
April 1, 2013, and (ii) update certain other information in the
Registration Statement.

The prospectus relates to the resales by holders of $525,687,000
9.0% Second-Priority Springing Lien Notes due 2021 issued by
Momentive Performance Materials Inc. on Nov. 5, 2010.

A copy of the Amended Prospectus is available for free at:

                        http://is.gd/OZuR4p

                    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."


MOORE FREIGHT: Has Until April 26 to File Chapter 11 Plan
---------------------------------------------------------
The Hon. Keith M. Lundin of the U.S. Bankruptcy Court for the
Middle District of Tennessee extended Moore Freight Service, Inc.,
et. al.'s exclusive periods to file a proposed Chapter 11 Plan
until April 26, 2013, and to solicit acceptances for that Plan
until June 25, respectively.

As reported in the Troubled Company Reporter on Feb. 26, 2013, the
Debtors said that since the Petition Date, they have been working
diligently to resolve various issues related to the administration
of the Chapter 11 cases and the formulation of a plan of
reorganization.  The Debtors have also been negotiating with the
two largest customers regarding on-going business relationships,
which will materially affect the Debtors' decisions regarding
equipment needs and therefore the treatment of secured claims.
More time is needed to allow the Debtors to renegotiate contracts
with customers, while continuing negotiations with creditors in an
effort to facilitate the prospects for a consensual plan.

                    About Moore Freight Service
                      and G.R.E.A.T. Logistics

Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and
12-08923) in Nashville on Sept. 28, 2012.  Moore Freight is a
freight service company specializing in flat gas transportation.
Founded in 2001, Moore is the largest commercial flat glass
logistics firm in the U.S.  It operates in the U.S., Canada and
Mexico.  GLI does not have any operations other than the limited,
occasional freight brokerage services currently provided to Moore
Freight.

Bankruptcy Judge Keith M. Lundin oversees the cases.  Attorneys at
Harwell Howard Hyne Gabbert & Manner PC serve as counsel.  LTC
Advisory Services LLC serves as the Debtor's financial advisors.
Moore Freight estimated assets and debts of $10 million to $50
million.  CEO Dan R. Moore signed the petitions.

Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are Linda W. Knight, Esq., at
Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier,
Esq., at Foley & Mansfield PLLP.


MUNICIPAL CORRECTIONS: Wants to Use Cash Collateral Until June
--------------------------------------------------------------
Municipal Corrections, LLC, with the consent of the bond trustee
UMB Bank, N.A., asks the U.S. Bankruptcy Court for the Northern
District of Georgia to extend the cash collateral use until
June 30, 2013.

As reported by the Troubled Company Reporter on April 5, 2013, the
Court previously approved a stipulation allowing the Debtor to
continue using cash collateral until April 15, 2013.  The
Stipulation was entered into by and between the Debtor and UMB
Bank, as successor Trustee with respect to the $49.5 million Irwin
County, Georgia Participation Certificates, issued pursuant to
that indenture, dated Aug. 1, 2007, between the Debtor and Bank
of Oklahoma, N.A., Trustee.

The Bond Trustee agrees to the funding, as a carve out, of
additional retainer to Debtor's counsel Stone & Baxter, LLP, in
the amount of $105,000.  An additional carve out retainer will be
funded in the amount of $9,693.11 to the Debtor's former local
counsel, Schwartzer & McPherson Law Firm, who have withdrawn after
the venue transfer in this case.

In light of objections by Irwin County and Detention Management,
LLC, the Bond Trustee agrees to defer the payment of the trustee
fees until the objections can be consensually resolved or until
further court approval.

The Debtor shows that this extension will allow the maintenance of
the ongoing operations of the Debtor's Detention Center and
preserve the value of its estate.  The Debtor says that the use of
the cash collateral by the Debtor during the extension period is
necessary for the Debtor to maintain the operation the Detention
Center.  The continued operation of the Detention Center is
necessary to maintain the value of its Detention Center for the
benefit of all parties.

The Bond Trustee is represented by:

      Ezra H. Cohen, Esq.
      Carolyn P. Richter, Esq.
      TROUTMAN SANDERS LLP
      Bank of America Plaza
      600 Peachtree Street, Suite 5200
      Atlanta, Georgia 30308
      Tel: (404) 885-3000
      Fax: (404) 885-3900
      E-mail: ezra.cohen@troutmansanders.com
              carolyn.richter@troutmansanders.com

                    About Municipal Corrections

Hamlin Capital Management, LLC, Oppenheimer Rochester National
Municipals, and UMB, N.A., as indenture trustee -- owed an
aggregate $90 million on a bond debt -- filed an involuntary
Chapter 11 petition for Municipal Corrections, LLC (Bankr. D. Nev.
Case No. 12-12253) on Feb. 29, 2012.  Jon T. Pearson, Esq., at
Ballard Spahr LLP, in Las Vegas, Nevada, serves as counsel to the
petitioners.  In August, the bankruptcy judge ruled that the
prison is properly in Chapter 11 to reorganize.

Austin E. Carter, Esq., at Stone & Baxter LLP, in Macon, Ga.; and
Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, in
Las Vegas, Nev., represent the Debtor as counsel.

The Debtor disclosed $656,378 in assets and $61,769,528 in
liabilities as of the Chapter 11 filing.

As reported in the TCR on Jan. 3, 2013, Bankruptcy Judge Thad J.
Collins granted the request of creditor Irwin County to transfer
the venue of the Debtor's Chapter 11 bankruptcy case to the U.S.
Bankruptcy Court for the Northern District of Georgia.


MUNICIPAL CORRECTIONS: Hearing on Case Dismissal Set for May 9
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
will hold a hearing on May 9, 2013, at 10:00 a.m., on creditor
Detention Management LLC's motion for the dismissal or the
conversion of Municipal Corrections, LLC's Chapter 11 case to
Chapter 7.

Detention Management claims that since the order for relief was
entered in this case on Aug. 15, 2012, the Debtor has made no
progress in formulating or negotiating a plan of reorganization
with its creditors; it has not obtained or identified any new
sources of revenues with which to fund a plan or even its own
operations; its cash position has deteriorated dramatically, and
it has failed to meet its own budgets and projections.  "Moreover,
due to changes in government policies beyond the control of the
Debtor, the competition for new detainees has become much more
difficult.  Simply put, this over-leveraged and cash strapped
Debtor cannot reorganize and its assets should be sold as soon as
possible to avoid further deterioration in value," Detention
Management says.

Detention Management alleges that bond trustee UMB Bank, N.A., has
treated the Debtor as a source of cash to enrich itself and its
professionals while further delaying a resolution of this case and
delaying payments to other creditors.  According to Detention
Management, the Bond Trustee has paid itself and its professionals
over $1.2 million from estate assets since September 2012 with no
objective accomplishments to show for these expenditures.
"Because of this misuse of the Debtor's cash, the Debtor is no
longer in compliance with the terms of its lease with Irwin
County, Georgia and its cash reserves are at dangerously low
levels.  It is clear that the Bond Trustee is deliberately
delaying any progress in this Chapter 11 case and placing its own
interests and the interests of its professionals above both the
Debtor's contractual obligations and the continuing financial
viability of the Debtor," Detention Management states.

Detention Management is represented by:

      Henry F. Sewell, Jr., Esq.
      Matthew M. Weiss, Esq.
      MCKENNA LONG & ALDRIDGE LLP
      303 Peachtree Street, Suite 5300
      Atlanta, GA 30308
      Tel: (404) 527-4000
      Fax: (404) 527-4198
      E-mail: hsewell@mckennalong.com
              mweiss@mckennalong.com

                    About Municipal Corrections

Hamlin Capital Management, LLC, Oppenheimer Rochester National
Municipals, and UMB, N.A., as indenture trustee -- owed an
aggregate $90 million on a bond debt -- filed an involuntary
Chapter 11 petition for Municipal Corrections, LLC (Bankr. D. Nev.
Case No. 12-12253) on Feb. 29, 2012.  Jon T. Pearson, Esq., at
Ballard Spahr LLP, in Las Vegas, Nevada, serves as counsel to the
petitioners.  In August, the bankruptcy judge ruled that the
prison is properly in Chapter 11 to reorganize.

Austin E. Carter, Esq., at Stone & Baxter LLP, in Macon, Ga.; and
Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, in
Las Vegas, Nev., represent the Debtor as counsel.

The Debtor disclosed $656,378 in assets and $61,769,528 in
liabilities as of the Chapter 11 filing.

As reported in the TCR on Jan. 3, 2013, Bankruptcy Judge Thad J.
Collins granted the request of creditor Irwin County to transfer
the venue of the Debtor's Chapter 11 bankruptcy case to the U.S.
Bankruptcy Court for the Northern District of Georgia.


MUNICIPAL CORRECTIONS: Plan Filing Extension Hearing on May 9
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
will hold a hearing on May 9, 2013, at 10:00 a.m. on Municipal
Corrections, LLC's request for extension of the exclusive periods.

The Debtor asks the Court to extend the exclusive periods to file
and solicit acceptances of a plan for an additional 76 days,
through and including June 30, 2013, and Aug. 29, 2013,
respectively.

Representatives of the Debtor and bond trustee UMB Bank, N.A.,
have met and agreed to explore whether an alternative management
company could increase the number of detainees at the Detention
Center or otherwise enhance revenues, to allow for improved cash
flow for debt service.  With the Debtor's consent, the Bond
Trustee has engaged a professional to assist in the preparation of
a request for proposal to invite management companies to submit
proposals for the management of the Detention Center, or in the
alternative, for the purchase of the Detention Center.  The Debtor
and the Bond Trustee agree that the RFP is a key tool to assess
options which could be used in connection with a plan of
reorganization in this case.  The Debtor believes that the RFP can
be issued during the week of April 15, 2013.  The Debtor and Bond
Trustee further intend to seek responses to the RFP before the end
of May 2013.

The adversary proceeding initiated by Detention Management on
Dec. 3, 2012, and later joined by the Debtor, to determine
whether, and to what extent, the indenture trustee holds a
perfected security interest in the Debtor's real property, remains
pending.  The amount of the ad valorem real property tax claims
asserted by Irwin County has not been determined, and the Debtor's
motion to determine these amounts remains pending.  The Debtor
further shows that the recalcitrance of Detention Management and
Irwin County to negotiate with the Debtor and the Bond Trustee has
impeded progress toward plan development in this case.  The
Debtor's attempts to negotiate with Detention Management and Irwin
County have to date been met only with demands for the immediate
sale of the Detention Center.

The Debtor says that the resolution of the unresolved issues
concerning the nature and extent of the Bond Trustee's secured
claim, and the amount of the County's secured or priority tax
claims asserted against the Debtor, will facilitate the assessment
of the claims landscape in this case so that the Debtor can begin
devising terms of repayment.

                    About Municipal Corrections

Hamlin Capital Management, LLC, Oppenheimer Rochester National
Municipals, and UMB, N.A., as indenture trustee -- owed an
aggregate $90 million on a bond debt -- filed an involuntary
Chapter 11 petition for Municipal Corrections, LLC (Bankr. D. Nev.
Case No. 12-12253) on Feb. 29, 2012.  Jon T. Pearson, Esq., at
Ballard Spahr LLP, in Las Vegas, Nevada, serves as counsel to the
petitioners.  In August, the bankruptcy judge ruled that the
prison is properly in Chapter 11 to reorganize.

Austin E. Carter, Esq., at Stone & Baxter LLP, in Macon, Ga.; and
Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, in
Las Vegas, Nev., represent the Debtor as counsel.

The Debtor disclosed $656,378 in assets and $61,769,528 in
liabilities as of the Chapter 11 filing.

As reported in the TCR on Jan. 3, 2013, Bankruptcy Judge Thad J.
Collins granted the request of creditor Irwin County to transfer
the venue of the Debtor's Chapter 11 bankruptcy case to the U.S.
Bankruptcy Court for the Northern District of Georgia.


N-VIRO INTERNATIONAL: UHY LLP Raises Going Concern Doubt
--------------------------------------------------------
N-Viro International Corporation, filed on April 16, 2012, its
annual report on Form 10-K for the year ended Dec. 31, 2012.

UHY LLP, in Farmington Hills, Michigan, expressed substantial
doubt about N-Viro's ability to continue as a going concern,
citing the Company's recurring losses, negative cash flow from
operations and net working capital deficiency.

The Company reported a net loss of $1.6 million on $3.6 million of
revenues in 2012, compared with a net loss of $1.6 million of
$5.6 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $2.3 million
in total assets, $2.4 million in total liabilities, and a
stockholders' deficit of $49,286.

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

Toledo, Ohio-based N-Viro International Corporation owns and
sometimes licenses various N-Viro processes and patented
technologies to treat and recycle wastewater and other bio-organic
wastes, utilizing certain alkaline and mineral by-products
produced by the cement, lime, electrical generation and other
industries.


NEW ENERGY: Gets NYSE MKT Form 10-K Delinquency Letter
------------------------------------------------------
New Energy Systems Group on April 22 disclosed that the Company
has received a written notice from NYSE MKT LLC on April 17, 2013,
indicating that the Company was not incompliance with the
Exchange's continued listing criteria set forth in Section 134 and
1101 of the NYSE MKT LLC Company Guide due to the delay in filing
the Company's Annual Report on Form 10-K for the year ended
December 31, 2012.

Sections 134 and 1101 of the Company Guide require the timely
filing of such report with the Securities and Exchange Commission.
The Staff of the Exchange cites the Company's failure to file its
Annual Report within the extended due date has violated its
listing agreement with the Exchange. In order to maintain its
listing, the Company must submit a plan of compliance by May 1,
2013, addressing what action in details the Company has taken or
will take to regain its compliance with Section 134 and 1101 of
the Company Guide no later than July 16, 2013.  If the Company
does not submit a Plan, or the Plan is not accepted, the Company
will be subject to delisting process.  In addition, if the Plan is
accepted, but the Company is not 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, the Exchange staff will initial delisting proceedings
as appropriate.

Because the Company notified the Exchange its intention to
voluntarily withdraw its common stock from the Exchange on
April 12, 2013, it does not intend to submit a plan of compliance.

                  About New Energy Systems Group

New Energy Systems Group (NYSE MKT:NEWN) --
http://www.newenergysystemsgroup.com-- is an original design
manufacturer and distributor of lithium ion batteries and backup
power systems for manufacturers of mobile phones, laptops, digital
cameras, MP3s and a variety of other portable electronics.  The
Company's end-user consumer products are sold under the Anytone(R)
and MeePower(R) brand in China and globally.


NEW ENTERPRISE STONE: S&P Raises CCR to 'CCC'; Outlook Developing
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New Enterprise, Pa.-based New Enterprise Stone & Lime
Co. Inc. (NESL) to 'CCC' from 'CCC-'.  The rating outlook is
developing.

At the same time, S&P raised its issue-level ratings on NESL's
issue-level ratings by one notch in conjunction with the corporate
credit rating change.  Specifically, S&P raised its rating on the
$265 million 13% senior secured notes due March 2018 to 'CCC' from
'CCC-' and raised its rating on the $250 million 11% senior
unsecured notes due September 2018 to 'CC' from 'C'.  S&P's
recovery ratings on the credit facilities remain unchanged.

All ratings were removed from CreditWatch, where S&P placed them
with negative implications on June 8, 2012.

"Our upgrade of NESL to 'CCC' from 'CCC-' reflects our assessment
that since the company has recently cured all delinquent financial
statement reporting requirements, the likelihood of a default
within the next six months is, in our view, significantly
diminished," said Standard & Poor's credit analyst Thomas
Nadramia.

However, S&P's assessment of NESL's financial risk remains "highly
leveraged" with debt/EBITDA of more than 15x, large debt balances,
and a high interest burden.  The company has also recently posted
deteriorating operating results for the quarter ended Nov. 30,
2012, resulting in cash interest coverage of less than 1 to 1.
S&P's ratings also reflect its view of NESL's business risk as
"vulnerable", given its reliance on highway and infrastructure
spending in Pennsylvania, low profit margins, exposure to intense
competition, and history of deficient internal controls and
delinquent financial reporting.

The developing outlook reflects S&P's view that it could downgrade
the company if NESL fails to improve operating profitability or if
there are renewed difficulties in meeting financial agreements.  A
downgrade could also occur if NESL's liquidity were to become
further constrained, due either to a further drop in earnings,
reduced borrowing-base availability under the revolving credit
facility, or a covenant violation under its debt agreements.

S&P's developing outlook also takes into account the potential for
an upgrade if NESL is successful in resolving weaknesses in its
internal financial controls, files future financial statements in
a timely manner, improves profitability and liquidity (to
'adequate' as defined by S&P's criteria), and is able to benefit
from the large proposed increase in state funding for
transportation initiatives currently under consideration in
Pennsylvania.

NESL is a privately held company that sells construction materials
including aggregates, concrete, and concrete products; engages in
highway construction and paving; and provides traffic safety
services and equipment.  Its operations are concentrated in
Pennsylvania and western New York.


NMH ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: NMH Enterprises, LLC
        1445 Mayhurst Boulevard
        McLean, VA 22102

Bankruptcy Case No.: 13-11813

Chapter 11 Petition Date: April 21, 2013

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: John T. Donelan, Esq.
                  LAW OFFICE OF JOHN T. DONELAN
                  125 S. Royal Street
                  Alexandria, VA 22314
                  Tel: (703) 684-7555
                  E-mail: donelanlaw@gmail.com

Scheduled Assets: $2,592,808

Scheduled Liabilities: $2,441,490

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Nabil Hafez, managing member.


NORTEL NETWORKS: European Units Appeal Venue Decision
-----------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that Nortel Networks
Corp.'s European units on Wednesday appealed a Delaware bankruptcy
judge's decision to forego arbitration and, instead, hold a cross-
border trial in conjunction with a Canadian court to decide how to
split $7.3 billion in cash between the company's far-flung
affiliates.

According to the report, the appeal -- lodged in Delaware district
court -- challenges U.S. Bankruptcy Judge Kevin Gross's March
opinion, according to a notice filed with the court.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.


OCD LLC: Section 341(a) Meeting Adjourned to May 1
--------------------------------------------------
The meeting of creditors in the bankruptcy case of OCD, LLC, has
been adjourned to May 1, 2013, at 2:00 p.m.

As reported by the Troubled Company Reporter on March 20, 2013,
the meeting of creditors was previously scheduled for April 4,
2013, at 1:30 p.m. at Room 243A, White Plains.

OCD, LLC, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
13-22416) on March 12, 2013.  Charles E. Dewey, Jr., signed the
petition as managing member.  On the Petition Date, the Debtor
estimated assets and debts of at least $10 million.  Reich Reich &
Reich, P.C., serves as the Debtor's counsel.


OCD LLC: Files Schedules of Assets & Liabilities
------------------------------------------------
OCD, LLC, filed with the U.S. Bankruptcy Court for the Southern
District of New York its schedules of assets and liabilities,
disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property            $22,000,000
B. Personal Property         $6,014,340
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                   $16,552,000
E. Creditors Holding
   Unsecured Priority
   Claims                                                    $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $469,500
                         --------------          --------------
TOTAL                       $28,014,340             $17,021,500

A copy of the Schedules is available for free at:

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

OCD, LLC, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
13-22416) on March 12, 2013.  Charles E. Dewey, Jr., signed the
petition as managing member.  Reich Reich & Reich, P.C., serves as
the Debtor's counsel.


ORBITAL SCIENCES: Moody's Says Antares Success is Credit Positive
-----------------------------------------------------------------
Moody's Investors Service said that Orbital Sciences Corporation's
successful launch of the Antares rocket to low earth orbit
yesterday afternoon was credit positive.

The development represents a significant step toward successful
execution under Orbital's fixed price, Cargo Resupply Services
(CRS) contract with NASA. Because of yesterday's launch success,
NASA is now more likely to release milestone and other CRS project
payments that will help the credit. The ratings remain unchanged
(CFR Ba1/negative)

On January 28, 2013, Moody's assigned the $150 million first lien
term loan due 2017 of Orbital Sciences Corporation a Ba1 rating.
The Ba1 Corporate Family Rating and SGL-2 Speculative Grade
Liquidity Rating was affirmed. Concurrently, the $300 million
first lien revolver due 2017 rating was revised to Ba1 from Baa3.
Probability of Default rating was revised to Ba2-PD from Ba1-PD.
The rating outlook remained negative.

Orbital Sciences Corporation, headquartered in Dulles, Virginia,
manufactures small/medium space and missile systems for
commercial, civil government and military customers. Revenues in
2012 were $1.4 billion.


OVERSEAS SHIPHOLDING: Stock Drops When Execs Permitted to Sell
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the stock of Overseas Shipholding Group Inc. rose
from about $1 to a high of $4.51 on April 11, to sell off
14.1 percent on April 18, the day when the bankrupt ship owner
allowed senior executives to sell stock.

The report relates that New York-based OSG had a policy requiring
executives to own stock worth one to three times a year's salary.
The stock traded down to 55 cents the day after bankruptcy on
Nov. 14.  The stock stayed around $1 until March 1, when it began
to rise until the post-bankruptcy high of $4.51 on April 11.

The report notes that the company policy requiring stock ownership
coupled with the low stock price could have precluded some
executives from selling stock and taking advantage of the rising
price.

On April 18 OSG disclosed in a regulatory filing that it was
waiving the stock-ownership requirement. The stock sank 14.1
percent that day, to close at $3.65 in over-the-counter trading.

For an executive with non-public knowledge of OSG's cash balance,
the company waived the ownership requirement by allowing sales
within a five-day window after the filing of a monthly operating
report in bankruptcy court. OSG had filed an operating report on
April 15.

The stock was unchanged April 22 at $3.68.  OSG's $300 million in
8.125 percent senior unsecured notes due 2018 traded at 2:11 p.m.
on April 22 for 82.4 cents on the dollar, according to Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority.  The notes more than tripled in value since bankruptcy
on Nov. 14.

                    About Overseas Shipholding

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

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

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

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


PATRIOT COAL: Noteholders Respond to Objections to Trustee Motion
-----------------------------------------------------------------
Aurelius Capital Management, LP, and Knighthead Capital
Management, LLC, as creditors and parties in interest in Patriot
Coal Corporation, et al.'s Chapter 11 cases, responded Friday to
objections made by Patriot Coal and other entities to the proposal
by noteholders for a Chapter 11 trustee to take over management of
the Debtors.

According to the Noteholders, the Debtors' objection to the
Trustee Motion makes many assertions, "but like the dog that did
not bark, the objection is most telling for what it does not say."

The Noteholders aver that:

   * First, the Debtors do not deny that each of the 99 Debtors in
these cases is a distinct legal entity that owes fiduciary duties
to its own creditors.

   * Second, the Debtors do not deny that only a small fraction of
the 99 Debtors have union-related liability, while the vast
majority do not.  Indeed, the only discrepancy between the Debtors
and Noteholders on this point is that the Debtors believe there
are only 10 Obligor Debtors, i.e., three fewer Obligor Debtors
than the Noteholders contend.

   * Third and most important, the Debtors do not deny -- or at
least do not seriously deny -- that the operative proposal
underlying their motion under Sections 1113 and 1114 (the
"Termination Motion") siphons assets from the Non-Obligor Debtors
to pay union-related debts that the Non-Obligor Debtors do not
owe, thereby severely injuring their creditors, including the
Noteholders.

The Noteholders said: "In short, the Debtors essentially concede
every premise of our argument for why a disinterested trustee must
be appointed to control the estates of the Non-Obligor Debtors:
Because those Debtors, far from safeguarding the interests of
their creditors as the law requires, are actively harming them.
Indeed, the Debtors shockingly suggest that such diversion of
value is appropriate."

According to the Noteholders, the Debtors' contentions are
meritless.  "Most of the Debtors' objections are to arguments we
do not make.  For example, the Debtors insist that this case does
not involve fraud, yet we do not claim it does.  The Debtors
clamor that the existence of interdebtor disputes is not itself
cause for the appointment of a trustee, but we do not say it is."

"While the Debtors battle these strawmen, they all but ignore the
argument we do make: That the Non-Obligor Debtors have
unquestionably breached the fiduciary duties they owe to their
creditors, and that this harm requires the immediate appointment
of a disinterested trustee who can discharge those duties
faithfully.  Indeed, the Debtors' only (and unavailing) response
to this argument is nestled in the final four paragraphs of their
objection," the Noteholders stated.

A copy of the Noteholders' Reply is available at:

         http://bankrupt.com/misc/patriot.doc3739.pdf

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: E&Y Employment to Include Retirement Plan Audit Svs
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
approved Monday Patriot Coal Corporation's second supplemental
application for authorization to expand the scope of employment
and retention of Ernst & Young LLP to provide in addition to the
previously authorized plan audit services, retirement plan audit
services pursuant to the terms and conditions of the additional
engagement letter dated as of March 18, 2013.

As reported in the TCR on April 5, E&Y will provide these
additional retirement plan audit services:

  * Auditing and reporting on the financial statements and
supplemental schedules of the Patriot Coal Corporation 401(k)
Retirement Plan for the year ended Dec. 31, 2012, which are to be
included in the Plan's Form 5500 filing with the Employee Benefits
Security Administration of the Department of Labor (the "Plan
Audit Services"); and

  * Any special audit-related projects that are integral to and
necessary for the performance of the Plan Audit Services, such as
research and/or consultation on special Plan business or financial
issues (i.e., plan amendments, plan suspensions, etc.) (the
"Special Plan Audit-Related Services").

The Debtors have agreed to pay EY LLP a fixed fee of $25,000 for
the Plan Audit Services.

The fees for the Special Plan Audit-Related Services will be
billed on an hourly basis.  The hourly rates are:

     National Partner/Principal               $600
     Partner/Principal/Executive Director     $525
     Senior Manager                           $430
     Manager                                  $375
     Senior                                   $275
     Staff                                    $190

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Salaried Retirees Can Retain DEM and SCCA as Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Eastern Missouri
authorized Monday the official Salaried Retiree Committee of
Patriot Coal Corporation and certain affiliates to retain the law
firm of Desai Eggman Mason LLC ("DEM") as legal counsel for the
Retirees Committee, nunc pro tunc to Jan. 4, 2013.

As reported in the TCR on April 8, 2013, the initial scope DEM's
services will be limited to addressing whether the salaried
retiree benefits sought to be terminated by the Debtors are vested
benefits.

Specifically, DEM will, among others, provide these services:

  a. Counseling the Retiree Committee with respect to
understanding the bankruptcy process, advising the Retiree
Committee members with respect to their fiduciary duties;

  b. Assisting in Retiree Committee communications with the
affected retiree constituency and maintenance of a website to
provide information to same;

  c. Taking actions to obtain information and discovery with
respect to the retiree benefits sought to be modified or
terminated by the Debtors; and

  d. Investigation of all historical plan documents and
presentation of plans to retirees.

DEM will charge these hourly rates:

     Attorneys                         $325 - $175
     Legal Assistants/Paralegals          $105

Around the same time the Bankruptcy Court also approved the
retention of Stahl Cowen Crowley Addis LLC as legal counsel for
the Salaried Retiree Committee, nunc pro tunc to Jan. 4, 2013.

As reported in the TCR on March 25, 2013, the law
firm of Stahl Cowen Crowley Addis LLC ("SCCA") will, provide these
services:

   a. counseling the Retiree Committee with respect to
      understanding the bankruptcy process, advising the Retiree
      Committee members with respect to their fiduciary duties;

   b. assisting in Retiree Committee communications with the
      affected retiree constituency and maintenance of a website
      to provide information to same;

   c. taking actions to obtain information and discovery with
      respect to the retiree benefits sought to be modified or
      terminated by the Debtors; and

   d. investigation of all historical plan documents and
      presentation of plans to retirees.

In addition to the foregoing activities, if and to the extent that
the scope of the Retiree committee is enlarged, SCCA will, among
others, further engage in:

   a. investigation of the financial condition of the Debtors;

   b. review and consideration of necessary equitable
      considerations arising under Section 1114 of the Bankruptcy
      Code;

   c. analysis of any proposals made by the Debtors pursuant to
      Section 1114 of the Bankruptcy code and assistance in any
      counteroffers to such proposals; and

   d. Negotiation, discovery and/or litigation with respect to the
      rights and interests of the Retiree Committee in the event
      that a voluntary resolution is not reached, including but
      not limited to defense against any appeals of any Court
      order affecting retiree benefits and/or relating to Section
      1114.

The range of SCCA's hourly rates for its attorneys and legal
assistants is:

     Partners                        $430-$560
     Associates                      $255-$370
     Legal Assistants/Paralegals     $120-$200

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PGA FLYOVER: Section 341(a) Meeting Scheduled for May 14
--------------------------------------------------------
A meeting of creditors in the bankruptcy case of PGA Flyover
Corporate Park LLC will be held on May 14, 2013, at 2:00 p.m. at
1515 N Flagler Dr Room 870, West Palm Beach.  Creditors have until
Aug. 12 to submit their proofs of claim.

PGA Flyover Corporate Park LLC filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-18701) in West Palm Beach, Florida, on
April 17, 2013.  Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara
& Landau, P.A., in Boca Raton, Florida, serves as counsel to the
Debtor.  The Debtor disclosed $10 million to $50 million in assets
and liabilities.


POWIN CORP: Anton & Chia Raises Going Concern Doubt
---------------------------------------------------
Powin Corporation filed on April 16, 2012, its annual report on
Form 10-K for the year ended Dec. 31, 2012.

Anton & Chia, LLP, in Newport Beach, California, expressed
substantial doubt about Powin Corporation's ability to continue as
a going concern.  The independent auditors noted that the Company
had a loss [attributable to Powin Corporation] of $4.1 million in
2012 and $2.5 million in cash used in operations.

The Company reported a net loss of $4.3 million on $42.3 million
of sales in 2012, compared with a net loss of $4,385 on
$46.1 million of sales in 2011.  The net loss increased due
primarily to lower sales and gross profits, high research and
development expenses, a significant increase in bad debt expense
and compensation expenses related to the re-pricing of the
Company's A warrants.

The Company's balance sheet at Dec. 31, 2012, showed $9.4 million
in total assets, $4.9 million in total liabilities, and
stockholders' equity of $4.5 million.

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

Tualatin, Oregon-based Powin Corporation has very strong
relationships with eight plants located in The People's Republic
of China and one in Taiwan and, coordinate all the manufacturing
of over 4,000 products plus the coordination of all product
shipments and delivery to its distribution channels.  However, the
Company does not own the manufacturing facilities in China or
Taiwan; it only facilitates the manufacturing and distribution of
the products for the Company's customers.  Products include gun
safes, outdoor cooking and cookware products, fitness and
recreational equipment, truck parts, furniture products and
cabinets, plastic products, rubber products, electrical parts and
components and appliances.  The Company also manufactures metal
products in Tualatin, Oregon through its wholly owned subsidiary,
Quality Bending and Fabrication Inc.


PLAZA VILLAGE: No Committee of Unsecured Creditors Appointed
------------------------------------------------------------
Tiffany L. Carroll, Acting U.S. Trustee for Region 15, has
informed the Hon. Louise DeCarl Adler that no committee of
unsecured creditors in the Plaza Village Senior Living, LLC
bankruptcy case has been sufficient.  The U.S. Trustee said that
sufficient indications of willingness to serve on the committee
have not been received from eligible persons.

Plaza Village Senior Living, LLC, filed a Chapter 11 petition
(Bankr. S.D. Cal. Case No. 13-02723) on March 19, 2013.  Darryl
Clubb signed the petition as managing member.  The Debtor
scheduled assets of $11,533,346 and scheduled liabilities of
$15,751,246.  Andrew H. Griffin, III, Esq., of Law Offices of
Andrew H. Griffin, III, serves as the Debtor's counsel.

On March 27, the bankruptcy case was transferred to the calendar
of Bankruptcy Judge Peter W. Bowie for all further matters and
hearings.


PROMMIS HOLDINGS: Sec. 341 Meeting of Creditors Tomorrow
--------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in the Chapter 11 cases of Prommis Holdings, LLC, et al., on
April 25, 2013, at 9:30 a.m.  The meeting will be held at the J.
Caleb Boggs Federal Building, Room 2112, 844 King Street,
Wilmington, Delaware.

                      About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings, LLC, and its 10
affiliates delivered their petitions for voluntary bankruptcy
under Chapter 11 of the Bankruptcy Code on March 18, 2013.  Judge
Brendan Linehan Shannon of the United States Bankruptcy Court
District of Delaware presides over the case.  The case is assigned
Bankruptcy Case No. 13-10551.

Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP,
serves as the Debtors' counsel, while Kirkland & Ellis LLP serves
as co-counsel.  The Debtors' restructuring advisor is Huron
Consulting Services, LLC.  Donlin Recano & Company, Inc., is the
Debtors' claims agent.

The petition estimated the lead Debtors' assets to range between
$10,000,001 and $50,000,000 and the lead Debtor's debts between
$50,000,001 and $100,000,000.  The petitions were signed by
Charles T. Piper, chief executive officer.




RACKWISE INC: Incurs $9.6-Mil. Net Loss in 2012
-----------------------------------------------
Rackwise, Inc., filed on April 16, 2012, its annual report on Form
10-K for the year ended Dec. 31, 2012.

Marcum LLP, in New York, N.Y., expressed substantial doubt about
Rackwise, Inc.'s ability to continue as a going concern.  The
independent auditors noted that at Dec. 31, 2012, the Company has
not achieved a sufficient level of revenues to support its
business and has suffered recurring losses from operations.

The Company reported a net loss of $9.6 million on $3.3 million of
revenues in 2012, compared with a net loss of $8.9 million on
$2.0 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.0 million
in total assets, $7.8 million in total liabilities, and a
stockholders' deficit of $6.8 million.

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

Rackwise, Inc., through its wholly-owned subsidiary, Visual
Network Design, Inc., is a software development, sales and
marketing company.  The Company creates Microsoft applications for
network infrastructure administrators that provide for the
modeling, planning and documentation of data centers.  The
Company's executive offices are currently located in Folsom,
California, and the Company has software development and data
center in the Research Triangle Park in Raleigh, North Carolina.


READER'S DIGEST: Committee Objects to Disclosure Statement
----------------------------------------------------------
The Official Committee of Unsecured Creditors of RDA Holding Co.,
et al., objects to the Proposed Disclosure Statement explaining
the Amended Joint Plan of Reorganization of certain Debtors.

David M. Posner, Esq., at Otterbourg Steindler Houston & Rosen
P.C., representing the Committee, states the Debtors are now
proposing a distribution to general unsecured creditors of a pro
rata share of up to $500,000 -- an estimated recovery of "less
than 0.1%" -- but the distribution depends on numerous factors
that are inadequately explained or justified.  Class 4 (General
Unsecured Claims) is the only class of creditors that will be
influenced by what is stated in the Disclosure Statement.  Yet,
the Disclosure Statement fails to adequately explain why general
unsecured creditors are only entitled to $500,000.

Instead, the Disclosure Statement provides vague and self-serving
statements regarding the value of the Debtors' unencumbered
foreign stock that cannot be reconciled with the actual facts and
circumstances of these cases.  Contrary to the Debtors'
assertions, the Committee believes that the Bankruptcy Court has
already approved a sale transaction that included unencumbered
foreign stock producing distributable value to unsecured creditors
well in excess of $500,000.  The Committee believes that there is
no way to justify the paltry distribution and, hence, simply
providing disclosures will not fix the problem.  The Committee
requests that the Court deny approval of the Disclosure Statement
and adjourn the hearing for approximately four weeks so that the
Committee can complete additional diligence and work with the
Debtors to prepare a confirmable plan and accompanying Disclosure
Statement that provides adequate information to creditors.

Mr. Posner notes that the Senior Noteholders are insistent upon
speeding through and using the chapter 11 cases to convert their
debt to equity as quickly as possible while leaving almost nothing
behind for general unsecured creditors.  The Committee does not
intend to let the Senior Noteholders employ these strong-handed
tactics and essentially steal the company.  The Committee is
actively forming its own view on valuation and expects that a
proper valuation analysis will entitle general unsecured creditors
to a significantly greater recovery.  Preliminarily, the Committee
believes that the total enterprise value of the Debtors is well in
excess of the Debtors' asserted $245 million to $365 million.  As
a result, the Committee believes the asserted $245 million Senior
Noteholder Deficiency Claim is materially overstated and there is
significantly more than $500,000 from unencumbered assets that
should be distributable to general unsecured creditors.

According to Mr. Posner, the woefully inadequate GUC Distribution
is far from the only significant problem with the Debtors' Plan
and Disclosure Statement.  Just as alarming as the less than 0.1%
proposed recovery are the numerous prepetition transactions that
the Committee is investigating and which may generate additional
distributable value for general unsecured creditors from the
proceeds of certain causes of action.  The Committee believes that
there may be actionable claims related to various financing and
sale transactions that occurred after the Debtors' emergence from
their prior bankruptcy.  Indeed, had the Debtors taken a more
conservative approach following their 2010 exit from chapter 11,
it is possible that this bankruptcy filing may have been
prevented.

As a prime example, the Committee is investigating why the Debtors
consummated a $43.3 million share repurchase in February 2011,
which may have then led to a liquidity crisis.  This appears to
have required that the Debtors, in August 2011, saddle themselves
with additional secured debt provided by existing equity holders
(who may be insiders) that included mandatory repayment mechanisms
and a $5 million early repayment penalty.  To add insult to
injury, a mere seven months later, upon the sale of one of the
Debtors' best performing assets in the prior chapter 11 cases,
the Debtors were required to repay the shareholder loan with the
$5 million early repayment premium/penalty.

Even if the Debtors' actions turn out to be nothing more than bad
business judgments, Mr. Posner contends that they should be
disclosed so that creditors have a complete picture of the
circumstances leading to the chapter 11 cases.  The Disclosure
Statement does not provide adequate information with respect to
these prepetition transactions and whether the Debtors intend to
pursue retained causes of action.  Instead, the Debtors are
proposing a Plan with broad sweeping releases, including with
respect to current and former directors and officers, some of
which were replaced right after the share repurchase was completed
in 2011.  The proposed releases make the pursuit of causes of
action for the benefit of general unsecured creditors difficult,
if not impossible.  In addition, the Restructuring Support
Agreement entered into between the Debtors and certain Senior
Noteholders expressly precludes the creation and funding of a
litigation trust as a further road block to recoveries from causes
of action.

The Committee has also identified numerous other deficiencies in
the Disclosure Statement that would render approval of the
Disclosure Statement a waste of estate resources.  These include,
among others (a) inadequate information about the claims that
share in the GUC Distribution and the way that the GUC
distribution is allocated among Class 4 subclasses; (b) inadequate
disclosures about employee bonus compensation; and (c) failure to
timely provide creditors with critical information as part of the
Plan Supplement.

In addition to all of the deficiencies, Mr. Posner argues that the
Disclosure Statement should not be approved because the Plan is
unconfirmable on its face.  The broad releases do not comport with
the applicable legal standards and are especially inappropriate in
light of the prepetition transactions that are subject to the
Committee's investigation.  Moreover, as another example of the
unfettered control that the Senior Noteholders attempt to exert
over these cases, the Plan contains an improper voting death trap
for general unsecured creditors that also renders the plan
unconfirmable.  With all of the above taken together, the
Committee believes the Disclosure Statement should not be approved
and that the only logical conclusion is that the Plan has not been
proposed in good faith and will fail to satisfy the appropriate
confirmation standards.  Given the glaring deficiencies of the
Disclosure Statement and the current structure of the Plan, the
Court should deny approval of the Disclosure Statement and adjourn
the April 25 hearing for approximately four weeks.

                       About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013,
with an agreement with major stakeholders for a pre-negotiated
chapter 11 restructuring. Under the plan, the Debtor will issue
the new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


READER'S DIGEST: Wants to Hire Duff & Phelps as Valuation Advisor
-----------------------------------------------------------------
RDA Holding Co. and its addiliates seek entry of an order to
employ Duff & Phelps, LLC, as their valuation services provider in
connection with (i) the estimation of a hypothetical liquidation
analysis in connection with the Reorganization Plan and the
Proposed Disclosure Statement, and (ii) fresh start asset
valuation services, all in accordance with the terms and
conditions set forth in the Engagement Letters, nunc pro tunc to
the Petition Date.

The Debtors will compensate Duff & Phelps in accordance with the
terms and conditions of the Engagement Letters, which provide that
Duff & Phelps will charge the Debtors for the Fresh Start
Valuation Services on an hourly basis ranging from $90 to $145 for
Administrative Staff to $715 to $950 for Managing Directors.  Duff
& Phelps has agreed to perform the Liquidation Valuation Services
for a flat fee of $125,000 with any fees for any consultation or
other related services to be performed for the Debtors subsequent
to delivery of its final liquidation analysis to be charged at the
previously stated hourly rates.  In addition to the fees, the
Debtors will reimburse Duff & Phelps for any direct expenses
incurred in connection with Duff & Phelps's retention in these
chapter 11 cases and the performance of the Services set forth in
the Engagement Letters.

To the best of the Debtors' knowledge, Duff & Phelps is a
"disinterested person," as that phrase is defined in Bankruptcy
Code Sec. 101(14), as modified by Sec. 1107(b), and does not hold
or represent an interest adverse to the estates.

                       About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013,
with an agreement with major stakeholders for a pre-negotiated
chapter 11 restructuring. Under the plan, the Debtor will issue
the new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


RENZO RENZI: Creditor Fails to Thwart Future Bankruptcy Filings
---------------------------------------------------------------
Carolina Bolado of BankruptcyLaw360 reported that a Florida
bankruptcy judge on Monday told a creditor holding an $18 million
foreclosure judgment on a downtown Miami property to proceed with
a sale, but refused to bar the developer who owned the parcel from
filing another bankruptcy that could stall the sale.

According to the report, U.S. Bankruptcy Judge Laurel M. Isicoff
declined creditor Sharon Christenbury's request to prevent
developer Renzo Renzi -- who the creditor described as a serial
bankruptcy filer -- from putting a second of the three companies
involved in the foreclosure into bankruptcy.


REPUBLIC PLAZA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Republic Plaza, LLC
        1445 Mayhurst Boulevard
        McLean, VA 22102

Bankruptcy Case No.: 13-11814

Chapter 11 Petition Date: April 21, 2013

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: John T. Donelan, Esq.
                  LAW OFFICE OF JOHN T. DONELAN
                  125 S. Royal Street
                  Alexandria, VA 22314
                  Tel: (703) 684-7555
                  E-mail: donelanlaw@gmail.com

Scheduled Assets: $2,258,446

Scheduled Liabilities: $1,950,000

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Nabil Hafez, managing member.


RESIDENTIAL CAPITAL: 'Cautiously Optimistic' on Plan Deal
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC, the mortgage-servicing
subsidiary of non-bankrupt Ally Financial Inc., said in a court
filing that there has been "significant progress" and "tremendous
headway" toward agreement with creditors on a Chapter 11 plan.
There is another mediation session this week where ResCap is
"cautiously optimistic" about agreement on a plan.

The statements were made in a request for a two-month expansion of
the exclusive right to propose a plan. If granted at a May 7
hearing, the new deadline would become July 10.  The official
creditors' committee and ResCap's noteholders are both seeking
court permission to sue parent Ally, according to the report.

To defuse creditor objection, ResCap terminated a pre-bankruptcy
agreement with Ally intended as the foundation for a Chapter 11
plan.  ResCap is also giving creditors the right to sue Ally if
there isn't agreement on a consensual plan by May, when an
examiner will be issuing a report.

                    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.

ResCap sold most of the businesses for a combined $4.5 billion.
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: Official Creditors' Committee Disbanded
-------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, on April 16,
2013, appointed a statutory committee of unsecured creditors
consisting of three creditors: Bower Lewis Thrower Architects
Ltd., SHFL Entertainment, Inc., and National Union Company of
Pittsburgh, PA.

On April 16, 2013, BLTA resigned its position as a member of the
Committee.  Accordingly, the U. S. Trustee filed an Amended
Appointment of Unsecured Creditors Committee notifying the Court
that the members of the Creditors' Committee are National Union
and SHFL Entertainment.  Thereafter, on April 16, SHFL notified
the U.S. Trustee that its account with the Debtors was brought
current that day and that, as a result, SHFL was longer eligible
to serve on the Committee.  National Union is the lone remaining
creditor on the Committee.  The U.S. Trustee accordingly disbands
the Committee effective as of April 19.

Steven Church, writing for Bloomberg News, reported that Revel AC
asked the judge to disband the committee, calling its potential
oversight unnecessary.

According to the Bloomberg report, Revel said the committee should
be disbanded because it has only one member left after two others
resigned and the casino expects a court to confirm its
reorganization plan in about three weeks.

"Confirmation is imminent, all creditors voting have accepted the
plan, exit financing is arranged and the proposed OCUC consists of
only a single member," Revel said in the filing, Bloomberg cited.

Also, U.S. Bankruptcy Judge Judith H. Wizmur gave the company
final approval for its plan to borrow as much as $250 million to
help finance the bankruptcy case. About $42 million of the loan
will involve new money Revel can use, while $208 million is
existing debt, the report related.  The loan and a series of
routine requests approved by Wizmur last month will allow the
company to "continue paying employee wages and benefits, taxes,
insurance, and vendors in the ordinary course of business," the
company said in a statement.

                          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: Bankruptcy Professionals Hiring Approved
--------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Revel AC, Inc., et al., to employ:

   -- Dennis E. Stogdill as chief restructuring officer and
      Alvarez & Marsal North America, LLC, to provide additional
      personnel to assist the CRO;

   -- Kirkland & Ellis LLP as attorneys;

   -- Brown Rudnick LLP as special corporate counsel;

   -- Moelis & Company LLC as financial advisor; and

   -- Epiq Bankruptcy Solutions, LLC, as administrative advisor.

                          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: Seeks to Employ E&Y as Auditor and Tax Advisor
--------------------------------------------------------
Revel AC, Inc., et al., seek authority from the U.S. Bankruptcy
Court for the District of New Jersey to employ Ernst & Young LLP
as auditor and tax advisor, nunc pro tunc to the Petition Date.

The Debtors propose to compensate E&Y LLP as follows:

   * $350,000 for auditing and reporting on the consolidated
     financial statements for the year ending December 31, 2012
     and reviewing Revel AC's unaudited interim financial
     information before the Company files its Form 10-Q;

   * $175,000 for auditing and reporting on the consolidated
     financial statements for the year ending December 31, 2013,
     and reviewing the Company's unaudited interim financial
     information before the Company files its Form 10-Q; and

   * $12,000 for auditing and reporting on the financial
     statements and supplemental schedule of the Revel 401k plan
     for the year ended December 31, 2012, which are to be
     included in the 401(k) plan's Form 5500 Form 5500 filing
     with the Employee Benefits Security Administration of the
     Department of Labor.

The Debtors will compensate the firm for non-core audit services
based on the following agreed hourly rates:

          Partner                 $500
          Senior Manager          $425
          Manager                 $350
          Senior                  $250
          Staff                   $150

The Debtors also propose to compensate the firm for Tax Services
based on the following ranges of agreed hourly rates, depending on
the type of services and the classification of personnel providing
those services:

          Partner, Principal,
          Executive Director      $475-850
          Senior Manager          $350-575
          Manager                 $275-450
          Senior                  $225-350
          Staff                   $160-225

Patrick T. Pruitt, a partner at EY LLP, assures the Court that his
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.

Already accepted by creditors, Revel's reorganization plan is
designed to reduce debt for borrowed money by 82 percent, from
$1.52 billion to $272 million. For a projected 19 percent
recovery, holders of an $896 million secured term loan are to
receive all the new equity. General unsecured creditors are to
be paid in full.


REVSTONE INDUSTRIES: Greenwood Plant to Be Auctioned May 23
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Revstone Industries LLC will sell a subsidiary named
Greenwood Forgings LLC at auction on May 23.  Greenwood makes
forgings for the auto industry but halted operations in March.

According to the report, since no buyer is yet under contract,
anyone wishing to be the so-called stalking-horse bidder must
submit an offer by May 3.  Being the stalking-horse confers
protections not afforded anyone else.  The minimum bid is
$2 million.

Except for those wishing to be the stalking horse, bids are due
May 17.  The auction on May 23 will be followed by a May 28
hearing for approval of sale.

Although no offers so far were acceptable, Revstone said it had
received bids from two liquidators and three going-concern
purchasers.

          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.


RG STEEL: Court Extends Plan Filing Exclusivity to July 25
----------------------------------------------------------
Judge Kevin Carey extended RG Steel LLC's exclusive right to file
a Chapter 11 plan to July 25, and to solicit votes from creditors
to Sept. 23.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RG STEEL: Wins Court Approval of CaremarkPCS Settlement
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the settlement of claims between CaremarkPCS Health L.P. and RG
Steel.

The claims stemmed from a 2008 services agreement signed by the
companies in connection with RG Steel's pharmaceutical benefit
plan for its employees.

CaremarkPCS owes RG Steel $675,596 for the rebates earned by the
steel maker, of which $400,700 was earned prior to its bankruptcy
filing.  Meanwhile, RG Steel owes $519,571 for CaremarkPCS' unpaid
services, of which $515,096 is for pre-bankruptcy services.

The settlement permits the companies to effect the setoff of their
pre-bankruptcy claims.  It also requires CaremarkPCS to pay
$270,421 to settle RG Steel's claim for rebates earned after its
bankruptcy filing.  The agreement is available for free at
http://is.gd/VC7qHE

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RG STEEL: Asks Court to Approve Agreement With AMG Resources
------------------------------------------------------------
RG Steel Sparrows Point LLC and RG Steel Warren LLC entered into
an agreement, which permits AMG Resources Corp. to satisfy
accounts receivable due to the steel makers in the amount of
$421,000.  The agreement is available without charge at
http://is.gd/uuOhxg

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RITE AID: Jean Coutu Lowered Equity Stake to 11.7% at April 15
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, The Jean Coutu Group (PJC) Inc., Jean Coutu
and 3958230 Canada Inc. disclosed that, as of April 15, 2013, they
beneficially owned 105,901,162 shares of common stock of Rite Aid
Corporation representing 11.7% of the shares outstanding.  Jean
Coutu previously reported beneficial ownership of 178,401,162
common shares or a 19.85% equity stake as of April 17, 2012.  A
copy of the amended filing is available at http://is.gd/Y3LnSx

                         About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia and fiscal 2012 annual
revenues of $26.1 billion.

Rite Aid reported a net loss of $368.57 million for the fiscal
year ended March 3, 2012, a net loss of $555.42 million for the
year ended Feb. 26, 2011, and a net loss of $506.67 million for
the year ended Feb. 27, 2010.

The Company's balance sheet at Dec. 1, 2012, showed $7.18 billion
in total assets, $9.76 billion in total liabilities and a $2.57
billion total stockholders' deficit.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

Rite Aid carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


SABERHAGEN HOLDINGS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Saberhagen Holdings Inc.
        fka Bower Company
        1620 East McGraw
        Seattle, WA 98112

Bankruptcy Case No.: 13-13531

Chapter 11 Petition Date: April 18, 2013

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Marc Barreca

Debtor's Counsel: Diana K. Carey, Esq.
                  KARR TUTTLE CAMPBELL
                  701 5th Ave Ste 3300
                  Seattle, WA 98104
                  Tel: (206) 224-8066
                  E-mail: dcarey@karrtuttle.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Janet Matson, president.


SAN BERNARDINO, CA: Votes to Pay CalPERS, Not Bondholders
---------------------------------------------------------
Tim Reid, writing for Reuters, reported that bankrupt California
city San Bernardino passed a new budget on Monday night that will
allow it to resume paying into the state pension fund on July 1 as
it continues to renege on other debts including payments to
bondholders.

According to the Reuters report, the city council vote comes
nearly a year after it halted contributions to the California
Public Employees' Retirement System (Calpers), the United States'
biggest pension fund.

Reuters related that Patrick Morris, San Bernardino's mayor, has
said the city's other debts "must be taken care of and must be
attended to" -- but there was no debate about those dues by the
council.

There was no discussion either about the city's arrears to the
pension fund, which tops $12 million, Reuters said.

The decision to resume the $1.2 million, biweekly employer
contributions to Calpers while continuing to defer pension bond
debt will intensify the battle between the pension fund and Wall
Street bondholders, according to Reuters.  The case has been
bogged down in disputes about the scope of documents the city must
provide to its creditors. Unlike Stockton, another California city
which a judge approved for bankruptcy on April 1, a decision on
San Bernardino's eligibility for Chapter 9 protection still
appears some way off.

                   About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SCHOOL SPECIALTY: Hearing Delayed by Ch. 11 Plan Changes
--------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that bankrupt educational
supply company School Specialty Inc. on Monday agreed to extend a
hearing on its disclosure statement by two days after last-minute
changes to its Chapter 11 plan brought opposition from parties
claiming they had not had enough time to consider the deal.

According to the report, School Specialty submitted an amended
disclosure statement Friday and worked out additional changes to
the plan with creditors over the weekend that are still being
formalized, debtors' counsel Jeffrey D. Saferstein said Monday in
Delaware bankruptcy court.

                     About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013.  The petition estimated
assets of $494.5 million and debt of $394.6 million.

The Debtors are represented by lawyers at Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP.
Alvarez & Marsal North America LLC is the restructuring advisor
and Perella Weinberg Partners LP is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The ABL Lenders are represented by lawyers at Goldberg Kohn and
Richards, Layton and Finger, P.A.  The Ad Hoc DIP Lenders led by
U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan
LLP, and Duane Morris LLP.  The lending consortium consists of
some of the holders of School Specialty Inc.'s 3.75% Convertible
Subordinated Notes Due 2026.

The Official Committee of Unsecured Creditors appointed in the
case is represented by lawyers at Brown Rudnick LLP and Venable
LLP.

Bayside is represented by Pepper Hamilton LLP and Akin Gump
Strauss Hauer & Feld LLP.


SEAWORLD PARKS: S&P Alters Outlook to Positive Following IPO
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Orlando, Fla.-based SeaWorld Parks & Entertainment Inc. to
positive from stable.  At the same time, S&P affirmed its 'B+'
corporate credit rating and all other ratings on SeaWorld.

"The positive outlook revision reflects our belief that adjusted
leverage could remain below 4.5x, which we believe is in line with
a one-notch higher rating on SeaWorld," said Standard & Poor's
credit analyst Ariel Silverberg.

While adjusted leverage, pro forma for the reduction in debt with
proceeds from the IPO, was 4.3x at Dec. 31, 2012 (the reduction in
adjusted leverage from the IPO proceeds was about 0.4x), and S&P
is currently forecasting modest EBITDA growth through 2014, a one-
notch rating upgrade would necessitate SeaWorld reducing adjusted
leverage to about 4x or below.  This level of leverage would
provide a half-turn of cushion against an underperformance of
S&P's operating expectations.

Further, affiliates of The Blackstone Group L.P. will continue to
own the majority of SeaWorld's common stock (just under 70%), at
least through the 180-day restricted period, and control
SeaWorld's Board of Directors.  Although Blackstone had an
aggressive policy of debt-financed dividends prior to the IPO, the
public offering provides an alternative exit plan for SeaWorld's
controlling owner.  In addition, the company has publicly stated
it plans to maintain unadjusted leverage between 3x and 4x (S&P's
operating lease adjustment adds about 0.2x to leverage).  S&P
would consider an upgrade once it begins to see Blackstone further
execute its deleveraging plan for SeaWorld.

On April 18, 2013, SeaWorld completed an IPO of its common stock,
which generated $254 million of gross proceeds for the company.
The company will use the proceeds to redeem $140 million of the
company's $400 million 11% senior notes due 2016, repay
$37 million of the company's tranche B term loan ($1.3 billion was
outstanding at Dec. 31, 2012), pay a one-time termination fee of
$47 million to an affiliate of Blackstone related to an advisory
agreement, and pay for fees and expenses.

The positive outlook reflects S&P's belief that adjusted leverage
could remain below 4.5x, its threshold for SeaWorld at a one-notch
higher rating level.  S&P would consider raising the rating once
it believes SeaWorld has built in at least a half turn of cushion
with respect to S&P's leverage threshold, to withstand any
underperformance in operations.  S&P would also need to see
Blackstone execute upon a deleveraging plan before raising the
rating.

S&P could consider revising the rating outlook to stable or
lowering the ratings if operating performance is meaningfully
weaker than it currently expects, resulting in adjusted leverage
remaining above 4.5x over an extended period, or, if financial
policy of the company's owners is more aggressive than S&P
currently expects, driving leverage above its threshold on a
sustained basis.


SEVEN SEAS: Greed Drove CIBC to Back Failed $45MM Oil Well
----------------------------------------------------------
Jeremy Heallen of BankruptcyLaw360 reported that representatives
of a trustee for a bankrupt oil and gas developer told a Texas
federal judge Monday that company leaders and a unit of CIBC World
Markets Corp. were motivated by greed when they conspired to
invest $45 million in a well that was destined to fail.

According to the report, counsel for Seven Seas Petroleum Inc.
trustee Ben Floyd told U.S. District Judge Nancy Atlas that
investment bankers with CWM Inc. "betray[ed] fundamental
principles of fiduciary duty" by rubber-stamping a fairness
opinion needed to secure an investment in the failed oil well.

Seven Seas Petroleum Inc. was an oil and gas exploration company
operating in Colombia, South America.  Seven Seas filed for
Chapter 11 protection (Bankr. S.D. Tex. Case No. 02-45206) on
Jan. 14, 2003.  The Official Committee of Unsecured Creditors
retained McClain, Leppert & Maney, P.C. as counsel.  Ben B. Floyd
was named as Chapter 11 trustee.  He was represented by Floyd,
Isgur, Rios & Wahrlich, P.C., as his general bankruptcy counsel,
and Andrews & Kurth LLP as his special counsel.  The Debtor's
Second Amended Plan of Reorganization was confirmed Aug. 4, 2003,
and declared effective 10 days later.


SHOTWELL LANDFILL: In Chapter 11; Creditors' Meeting May 20
-----------------------------------------------------------
Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
bare-bones Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590)
in Wilson on April 19, 2013.

The Debtor estimated $10 million to $50 million in assets and
liabilities.

There's a meeting of creditors slated for May 20, 2013, at 10:00
a.m. at Raleigh 341 Meeting Room.  The last day to file a
complaint is July 19.  Creditors are required to submit proofs of
claims by Aug. 19 while governmental entities are required to
submit proofs of claims by Oct. 16.

The May 20 meeting is the first meeting of creditors required
under Section 341(a) of the Bankruptcy Code in all bankruptcy
cases.  All creditors are invited, but not required, to attend.
This meeting of creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
office of the Debtor under oath about the company's financial
affairs and operations that would be of interest to the general
body of creditors.


SIERRA NEGRA: Hearing on Exclusivity Extension Set for May 22
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will hold a
hearing on May 22, 2013, at 2:00 p.m. on Sierra Negra Ranch, LLC's
request for extension of the exclusive period for securing
acceptance of the Debtor's plan of reorganization up to July 31,
2013.

As reported by the Troubled Company Reporter on Feb. 26, 2013, the
Debtor sought and obtained an additional 60-day extension until
April 18, 2013, of the exclusive period for securing acceptance of
its plan of reorganization.  The Debtor sought the extension to
permit it to proceed with solicitation of the Plan, following the
conclusion of the continued hearing on the disclosure statement.

The Debtor filed the Plan on Nov. 19, 2012.  Under the terms of
the Plan, the Debtor proposes payment in full of its financial
obligations to all estate creditors over a period of time to be
paid from the revenue generated by the Debtor's farm leases
combined with a potential sale of a portion of the Debtor's
property, along with additional capital infusions form its
investors.

The Debtor anticipated sufficient time for noticing of a
confirmation hearing to occur in early to late February to mid-
March, which would have permitted Debtor to obtain acceptance of
the Plan before April 18, 2013.  The Debtor says that the further
continuance of the pending matters to April 9, 2013, and then
again to July 11, 2013, in addition to the Court's denial of the
first disclosure statement motion and subsequent requirement of
Debtor to file the amended disclosure statement, necessitates
deferral of a hearing to confirm the Plan until August 2013.

The Debtor says in a court filing dated April 17, 2013, that it
intends to file its first amended disclosure statement to provide
additional disclosures.  The Debtor will file a motion requesting
the approval of the amended disclosure statement, which will be
set for hearing on July 11, 2013.

                   About Sierra Negra Ranch

Las Vegas, Nevada-based Sierra Negra Ranch, LLC, is a limited
liability company organized in November 2004 to purchase an
aggregate of approximately 2,757.5 acres of undeveloped land in
the Tonopah area of incorporated Maricopa County, west of Phoenix,
Arizona.  It filed a bare-bones Chapter 11 petition (Bankr. D.
Nev. Case No. 12-19649) in Las Vegas on Aug. 21, 2012.  Candace C.
Clark, Esq., and Gerald M. Gordon, Esq., at Gordon Silver, in Las
Vegas, Nev., represent the Debtor as counsel.

In its amended schedules, the Debtor disclosed $26,197,986 in
total assets and $4,801,931 in total liabilities.  The Debtor is
"Single Asset Real Estate" as defined in 11 U.S.C. Sec 101(51B)
and its asset is located in Maricopa County, Arizona.


SINCLAIR BROADCAST: Unit Signs Employment Agreement with COO
------------------------------------------------------------
Chesapeake Television, Inc., Sinclair Broadcast Group, Inc.'s
wholly-owned subsidiary, entered into an employment agreement with
Steven J. Pruett, Chesapeake TV's Chief Operating Officer,
effective April 1, 2013.

The agreement does not have any specified termination date, and
Chesapeake TV has the right to terminate the employment of Mr.
Pruett at any time, with or without cause.

Mr. Pruett will receive a base salary for 2013 of $650,000,
prorated from the date of hire.

The agreement also contains non-competition and confidentiality
restrictions on Mr. Pruett.

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

                        http://is.gd/7DtlnD

                      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.


SOURCE COMMUNICATIONS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Source Communications, LLC
        307 W. 7th St., Ste. 1600
        Fort Worth, TX 76107

Bankruptcy Case No.: 13-41748

Chapter 11 Petition Date: April 18, 2013

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: St. Clair Newbern, III, Esq.
                  LAW OFFICES OF ST.CLAIR NEWBERN III, P.C
                  1701 River Run, Suite 1000
                  Fort Worth, TX 76107
                  Tel: (817) 870-2647
                  E-mail: filing@newbernlawoffice.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Scott Birdwell, manager-member.


STAFFORD RHODES: Plan Confirmation Hearing Adjourned to May 8
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia has
adjourned for a second time the hearing to consider the
confirmation of Debtor Stafford Rhodes, LLC's Chapter 11 Plan to
May 8, 2013, at 10:00 a.m.

As reported in the TCR on Jan. 24, 2013, Judge John T. Laney, III,
approved the Disclosure Statement in support of the Debtor's Plan.

The Plan provides for an equity infusion by one or more of the
Debtors' Members.  If the Plan is confirmed by the Court, the
contributing Members will contribute at least $1.5 million in new
capital to the Reorganized Debtor in order to facilitate the
Effective Date Payment and otherwise satisfy the Debtors'
obligations under the Plan.

The Plan provides for the substantive consolidation (merger) of
the Debtors into the Reorganized Debtor, with all assets of the
Debtors vesting in the Reorganized Debtor on the Effective Date.
Following the Effective Date, the Reorganized Debtor will continue
to operate the Debtors' assets as going concerns.  The Reorganized
Debtor will be responsible for making distributions under and in
accordance with the provisions of the Plan.  The Reorganized
Debtor will have standing and the authority to resolve any
Disputed Claims, and continue and pursue any litigation, including
the Causes of Action, following confirmation of the Plan.
Subsequent to the Effective Date, the Reorganized Debtor will have
the right and authority to settle or compromise such actions,
subject to Court approval.

The Reorganized Debtor will use the Effective Date Fund to make
any Cash payments that are contemplated under Sections 5 and 6 of
the Plan.  The Reorganized Debtor will use any remaining portions
of the Effective Date Fund, which are not utilized to make the
Cash payments required under the Plan, to maximize the Reorganized
Debtor's business operations.

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

                     About Stafford Rhodes

Stafford Rhodes, LLC, owns 27.41 acres of land located in
Bluffton, Beaufort County, South Carolina.  The land is improved
by a 95,233 square foot retail shopping center that has 16
tenants, including Best Buy Stores, Petco, and Dollar Tree.
Affiliate Beaufort Crossing, LLC, owns 10 acres of land, improved
by an unanchored 19,600 square foot shopping center, the Crossings
of Beaufort, in Beaufort County.  Stafford Vista, LLC, owns 5.69
acres of land located in Decatur, DeKalb County, Georgia, which is
improved by a 45,450 square foot shopping center identified as the
Vista Grove Plaza.  Stafford Wesley, LLC, has 2.34 acres of land
in Decatur, improved by a 30,683 square foot shopping center
identified as the Wesley Chappel Retail Shopping Center.

Stafford Rhodes and its three affiliates sought Chapter 11
protection (Bankr. M.D. Ga. Lead Case No. 12-70859) on June 29,
2012.  Judge John T. Laney, III, presides over the Debtors' cases.
Attorneys at Arnall Golden Gregory LLP, in Atlanta, represent the
Debtors as counsel.  In its petition, Stafford Rhodes estimated
assets and debts of between $10 million and $50 million.  The
petitions were signed by Frank J. Jones, Jr., VP, Treasurer and
CFO of Debtor's sole member.


START SCIENTIFIC: Morrill & Associates Raises Going Concern Doubt
-----------------------------------------------------------------
Start Scientific, Inc., filed on April 16, 2012, its annual report
on Form 10-K for the year ended Dec. 31, 2012

Morrill & Associates, in Clinton, Utah, expressed substantial
doubt about Start Scientific's ability to continue as a going
concern, citing the Company's negative working capital, negative
cash flows from operations, and recurring operating losses.

The Company reported a net loss of $5.4 million on $nil revenue in
2012, compared with a net loss of $69,210 on $30,096 of revenues
in 2011.  Salaries and consulting expenses for the year ended
Dec. 31, 2012, were $5.1 million compared to $2,298 during the
year ended Dec. 31, 2011.  The increase is mainly the result of
stock based compensation during 2012 in the amount of
$4.7 million.

The Company's balance sheet at Dec. 31, 2012, showed $25.2 million
in total assets, $1.1 million in total current liabilities, and
stockholders' equity of $24.1 million.

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

San Antonio, Texas-based Start Scientific, Inc., due to the
Company's recent acquisition of oil and gas interests, will engage
in the exploration, development, drilling, and production of
various oil and gas properties.

On May 16, 2012, the Company entered into an agreement to acquire
all of the outstanding shares of Carpathian Energy SRL from
Standard Energy Holdings, LLC, in exchange for 90 million shares
of common stock of the Company.  The common stock was delivered by
the Company to Standard Energy Holdings, LLC, on Dec. 5, 2012.
Carpathian is a Romanian limited liability company engaged in oil
& gas exploration and development.  Pursuant to the terms of the
agreement, amendments, and letters of understanding, the Company
must deliver $5,000,000 to satisfy the agreement to be used to
develop the oil & gas concessions held by Carpathian.  Also, the
ownership units of Carpathian have not yet been transferred.  Both
of these conditions to the agreement have not yet been met.  The
agreement is in default and is subject to an unwind provision that
may be asserted by the Company or Carpathian.  Therefore the
Company has a prepaid asset in the amount of $22,645,000 which
consists of the market value of the 90,000,000 shares of its stock
on the date of issuance ($22,500,000) and cash payments of
$145,000 toward the development of the oil & gas assets.


STEREOTAXIS INC: William Mills Named Interim CEO
------------------------------------------------
Stereotaxis, Inc., announced the resignation of Michael Kaminski
as the President and Chief Executive Officer of the Company
effective April 12, 2013, and from the Company's Board of
Directors, also effective April 12, 2013.  William C. Mills III
will serve as the Company's interim Chief Executive Officer, and
he will be assuming the duties of the principal executive officer
of the Company, effective April 13, 2013.

Mr. Kaminski entered into a consulting agreement with the Company.
Pursuant to the Consulting Agreement, Mr. Kaminski has agreed to
provide the Company with consulting and advisory services from
time to time, as specifically requested by the Company and
mutually agreed to by Mr. Kaminski.  The Consulting Agreement will
commence on April 13, 2013, and will terminate on Oct. 13, 2014,
In consideration for the services provided by Mr. Kaminski under
the Consulting Agreement, 40,000 of the 80,000 shares of Mr.
Kaminski's equity grant as of Aug. 22, 2012, will continue to vest
during the Term in accordance with the schedule set forth in the
applicable grant documentation.

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

                        http://is.gd/b8CMuH

Based on the recommendation of the Compensation Committee of the
Board of Directors of the Company, the Board approved the
following compensation for Mr. Mills in his role as interim Chief
Executive Officer, effective as of April 13, 2013:

  (i) a monthly retainer of $35,000;

(ii) a one-time transition bonus of $52,500 to be paid on
      April 15, 2013;

(iii) a target bonus of $100,000 based on goals approved by the
      Compensation Committee to be paid on the earlier of
      Mr. Mills ceasing to serve as interim Chief Executive
      Officer or April 12, 2014; and

(iv) a one-time grant of 80,000 restricted share units.

Mr. Mills will not be eligible to receive the Chairman of the
Board's $100,000 annual retainer during the period he receives the
monthly retainer.

                         About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company incurred a net loss of $9.23 million in 2012, as
compared with a net loss of $32.03 million in 2011.   The
Company's balance sheet at Dec. 31, 2012, showed $32.16 million in
total assets, $50.95 million in total liabilities and a $18.79
million total stockholders' deficit.


T-L CHEROKEE: Has Court Okay to Employ Crane Heyman as Attorneys
----------------------------------------------------------------
T-L Cherokee South LLC sought and obtained permission from the
U.S. Bankruptcy Court to employ David K. Welch, Arthur G. Simon
and Jeffrey C. Dan and the law firm of Crane, Heyman, Simon, Welch
& Clar as attorneys effective as of the Petition Date.

The Debtor selected Crane Heyman for the reason that they have
considerable experience in matters of this nature and are well
qualified to perform the services required by the Debtor.  The
entire fee arrangement between Crane Heyman and the Debtor is
embodied in an engagement letter dated January 31, 2013.

Prior to the filing of bankruptcy, Crane Heyman was paid $40,000
by the Debtor as an advanced payment retainer.

                       About T-L Cherokee

T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates
sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013.

The Debtors are represented by David K. Welch, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago.

The Debtors own various shopping centers in Georgia and Kansas.

T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated
assets and debts of $10,000,001 to $50,000,000.  T-L Cherokee owns
and operates a commercial shopping center in Overland Park, Kansas
known as "Cherokee South Shopping Center".

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection
(Case No. 12-22623) on July 11, 2012.


T-L CHEROKEE: Hires Burke Warren Mackay as Special Counsel
----------------------------------------------------------
T-L Cherokee South LLC asks the U.S. Bankruptcy Court for
permission to employ Burke Warren Mackay & Serritella PC as
special counsel, effective as of Feb. 1, 2013.

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

   a. provide the Debtor with legal advice with respect to its
      rights and duties involving general corporate issues, lease
      issues, and land sale issues, property management issues,
      land issue and zoning issue, vendor and supplier
      transactions, financing, capitalization and banking issues,
      401(k) profit sharing issues and employment issues;

   b. prepare necessary applications, motions, answers, orders,
      adversary proceedings, reports, and other legal papers
      regarding the matters on which it is engaged; and

   c. prepare in court and to litigate whenever necessary
      regarding the matters on which it is engaged.

The Debtor paid the firm $30,000 as prepetition retainer.

                       About T-L Cherokee

T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates
sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013.

The Debtors are represented by David K. Welch, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago.

The Debtors own various shopping centers in Georgia and Kansas.

T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated
assets and debts of $10,000,001 to $50,000,000.  T-L Cherokee owns
and operates a commercial shopping center in Overland Park, Kansas
known as "Cherokee South Shopping Center".

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection
(Case No. 12-22623) on July 11, 2012.


T-L CHEROKEE: Files Schedules of Assets and Liabilities
-------------------------------------------------------
T-L Cherokee South, LLC filed with the Bankruptcy Court for the
Northern District of Indiana its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property              Undetermined
  B. Personal Property              $206,372
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $16,302,969
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,458,168
                                 -----------      -----------
        TOTAL                   Undetermined      $17,761,138

                       About T-L Cherokee

T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates
sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013.

The Debtors are represented by David K. Welch, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago.

The Debtors own various shopping centers in Georgia and Kansas.

T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated
assets and debts of $10,000,001 to $50,000,000.  T-L Cherokee owns
and operates a commercial shopping center in Overland Park, Kansas
known as "Cherokee South Shopping Center".

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection
(Case No. 12-22623) on July 11, 2012.


TALON INTERNATIONAL: Comvest Plans to Buy All Shares for $24.9MM
----------------------------------------------------------------
Robert O'Sullivan, partner of Comvest Capital, LLC, delivered a
letter to the Independent Directors of the Board of Directors of
Talon International, Inc., proposing for the merger of the Company
into a new Delaware corporation to be formed by, and operated as a
wholly owned subsidiary of Comvest.  Pursuant to the Proposal,
Comvest would enter into a definitive agreement to acquire all of
the shares of the Company's Common Stock for a per share
consideration of $0.03 in cash, which represents a transaction
value of approximately $24.9 million.  The Letter indicates that
Comvest would structure a definite agreement to provide time to
the Issuer to seek an alternative proposal from a third party
buyer and that, in order to provide the most value to the
Company's common shareholders, Comvest would consider supporting
certain third-party proposals and may accept an inferior third-
party proposal if it represents at least a $21.8 million
transaction value.  Under certain circumstances Comvest would
consider reducing the amount due on its Series B Preferred Stock
to help support a third party offer and shares such concession
with the Company's common shareholders.  Comvest believes that the
Proposal will provide liquidity and maximize value for all the
Company's shareholders.

Comvest notes that the Company has incurred a net loss per share
applicable to the Company's common shareholders for each of the
past six years.  For 2012 and 2011, while the Company has had net
income of $679,000 and $729,000, respectively, that income was not
sufficient to cover the accrued dividends on preferred stock, and
the common shareholders have lost $0.12 and $0.10 per share for
2012 and 2011, respectively.

A copy of the letter is available at http://is.gd/QU0PRF

                    About Talon International

Woodland Hills, Calif.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.

Talon International disclosed net income of $679,347 for the year
ended Dec. 31, 2012, as compared with net income of $729,133
during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $18.97
million in total assets, $11.02 million in total liabilities,
$23.97 million in series B convertible preferred stock, and a
$16.02 million total stockholders' deficit.


TAYLOR BEAN: Marroquins Suit Goes to Florida Bankruptcy Court
-------------------------------------------------------------
Bankruptcy Judge H. Christopher Mott in Austin, Texas, granted the
request of Taylor Bean & Whitaker Mortgage Corp. to transfer the
venue of the adversary proceeding filed against it by Sonia and
Oscar Marroquin to the U.S. Bankruptcy Court for the Middle
District of Florida, in Jacksonville, where Taylor Bean's
bankruptcy case is pending.

Judge Mott declined to rule on the Marroquins' request to remand
the lawsuit to state court. Judge Mott said he'll leave that
decision to the Florida Bankruptcy Court.

The adversary proceeding is a removed Texas state court suit
styled Sonia and Oscar Marroquin v. Taylor Bean & Whitaker
Mortgage Corp. et.al., cause no. 40825.  The Suit was originally
filed in the 33rd Judicial District Court of Burnet County, Texas.
In general, the Marroquins allege TBW made a loan to them to
purchase a home in Burnet County, Texas, in 2007.  The Marroquins
allege they are victims of a mortgage fraud.  They seek to quiet
title to the Property, allege that that TBW's foreclosure on the
Property was invalid because of TBW was in bankruptcy and did not
have standing, and that TBW failed to comply with Texas law in
foreclosing on the Property.

The case before the Texas Bankruptcy Court is, SONIA and OSCAR
MARROQUIN Plaintiffs v. TAYLOR BEAN & WHITAKER MORTGAGE CORP. et.
al., Defendants, Adv. Proc. No. 13-1024 (Bankr. W.D. Tex.).  A
copy of Judge Mott's April 19, 2013 Memorandum Opinion is
available at http://is.gd/p2eRenfrom Leagle.com.

                        About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.

Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.


THQ INC: Liquidating Chapter 11 Plan Has Up to 51.9%
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that THQ Inc., which sold most of the business to five
buyers in January to generate $72 million, filed a proposed
liquidating Chapter 11 plan with as little as 19.9 percent or as
much as 51.9 percent for unsecured creditors with $143 million to
$184 million in claims.

The explanatory disclosure statement filed along with the plan on
April 19 explains that the main swing factor for recovery by
unsecured creditors is the $107 million claim by European
subsidiaries.  THQ said the European affiliates are solvent and
will end up with no claim in the U.S.  If they aren't, the company
contends the claims should be subordinated.

The report notes that if the European claims aren't paid in the
U.S. bankruptcy, the unsecured creditors' recovery will be 19.9
percent to 29.6 percent. If the European claims are knocked out,
the distribution rises to 31.5 percent to 51.9 percent.

THQ estimates having $58 million to $74 million available for
distribution.

                          About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.

Before bankruptcy, Clearlake signed a contract to buy Agoura THQ
for a price said to be worth $60 million.  After a 22-hour auction
with 10 bidders, the top offers brought a combined $72 million
from several buyers who will split up the company. Judge Walrath
approved the sales in January.  Some of the assets didn't sell,
including properties the company said could be worth about $29
million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


TPF GENERATION: Moody's Rates $425MM Loan 'B2' & $30MM Loan 'B1'
----------------------------------------------------------------
Moody's has assigned a B2 rating to TPF Generation Holdings' $425
million senior secured term loan B due in November 2017 and a B1
rating to TPF Gen's $30 million senior secured working capital
facility due in May 2017. The new facilities will refinance TPF
Gen's current debt structure, which consists of a 1st lien cash-
collateralized letter of credit facility, a 1st lien cash-
collateralized synthetic letter of credit facility, and a 2nd lien
term loan B. TPF Gen's rating outlook is stable.

TPF Gen owns 1,380 MW of generating capacity with the largest
plant being the High Desert Power Project (High Desert), an 830
megawatt (MW) combined-cycle natural gas-fired facility in
Victorville, CA. The remaining portfolio includes the 300 MW Big
Sandy peaker plant (Big Sandy) located in West Virginia and the
250 MW Wolf Hills Energy plant (Wolf Hills), also a peaker,
located in Virginia.

Ratings Rationale:

The rating assignment of B2 for the senior secured term loan and
B1 for the senior secured working capital facility largely factors
in the expectation of a completed refinancing, but also reflects
the same fundamental credit profile that exists today at TPF Gen
with the project being exposed to substantial cash flow volatility
as a merchant generator and concentration risk in one asset in
California, both characteristics consistent with a "mid-B" rating.

The B2 rating on the senior secured term loan reflects the
portfolio's minimal level of contracted cash flow, along with the
very high concentration in the High Desert plant, which is
operating as a merchant plant given the expiration of High
Desert's energy call option at the end of 2012. High Desert has
negotiated bilateral resource adequacy (RA) contracts with load
serving entities through the end of 2013, but such contracts are
generally secured on a one year look-forward basis, leaving High
Desert, and for that matter, TPF Gen, highly dependent upon
merchant energy margins in California's SP-15 region. High
Desert's prospects for earning healthy energy gross margins are
supported by its efficient heat rate, flexible dispatch profile as
a combined-cycle plant, and consistent historical operating
performance with commercially proven equipment. Moreover, the SP-
15 market has seen both on-peak and off-peak prices rise by 30%
between the start of the year through early April, in part due to
the outage at the San Onofre Nuclear Generating Station plant, as
well as the positive impact for certain generators from carbon
prices under the California cap-and-trade mechanism since the
start of the year.

Notwithstanding these positive developments, which should help to
buttress energy prices for a period of time, Moody's believes that
several factors persist within the California energy market that
will compress energy prices for merchant generators over the long
run. For one, existing competitive generators in California may
have difficulty securing long-term power purchase agreements from
the state's regulated transmission and distribution companies
under the current regulatory construct as such arrangements appear
to give preferential treatment to build new resources in the
state. These non-market based capacity additions could potentially
put owners of existing competitive generation capacity at a
disadvantage and dampen long-term energy prices. Also, the state's
aggressive renewable standards along with a several decade long
commitment to energy efficiency initiatives will continue to
remain focus points for state policy makers causing further
downward pressure on wholesale energy margins. Unlike ERCOT, the
California economy, while showing signs of recovery, is not
expected to offer the same degree of appreciable demand growth in
the foreseeable future. Additionally, High Desert's capacity
factors, which generally exceed 60% in most years, can decline
appreciably in a year when a substantial amount of hydro electric
capacity is available on the market.

TPF Gen's other assets, Wolf Hills and Big Sandy, benefit from
known reliability pricing model (RPM) capacity revenue through May
2016, providing a source of contracted cash payments. The next PJM
RPM auction is scheduled for May 2013, and will cover the June
2016 -- May 2017 period. While Moody's believes that these assets
will continue to receive incremental capacity payments beyond May
2017, the cash flow contribution from these assets is fairly
modest relative to the expectations from High Desert. As peaking
plants, Wolf Hills and Big Sandy have both seen their capacity
factors drop to below 3% in each of the last four years, largely
as a result of the merchant power market dynamics in PJM during
that time. While PJM is anticipated to see further coal capacity
retired in the coming years, which should support a higher market
heat rate, additional combined cycle gas-fired capacity, tepid
demand growth and energy efficiency programs could limit the scope
for wider spark spreads. Moody's anticipates Wolf Hills and Big
Sandy being able to contribute merchant energy gross margins that
are similar to historical levels while operating at capacity
factors of not more than 5% in most years.

The predominantly merchant profile of the portfolio results in the
financial metrics scoring in the 'Caa' to 'B' category under
Moody's Power Generation Projects rating methodology using more
conservative merchant energy gross margin and resource adequacy
revenue assumptions than the base case. Under one such scenario
reviewed by Moody's, TPF Gen's average 3-year debt service
coverage ratio from 2014-16 measures close to 1.30 times with the
3-year funds from operations (FFO)-to-debt averaging below 5.0%
during the same time period.

An important mitigant to these potentially weak financial metrics
and a consideration in the rating assignment is the existence of a
$28 million liquidity reserve to be held on the balance sheet,
which can be utilized by the project if operating cash flow is
insufficient to fund operating and/or debt service needs in a
given year. Management's base case contemplates utilizing a small
portion of the liquidity reserve early in the life of the deal. It
should be noted that the working capital facility is also
available for operating shortfalls.

The B1 rating on the working capital facility reflects structural
features that would give any outstanding working capital facility
draws a priority claim over the term loan during any bankruptcy
reorganization or liquidation scenario. While interest payments
will rank pari-passu with interest payments due under the secured
term loan, the working capital facility will have a priority claim
over the term loan in the event of a bankruptcy. Also, working
capital facility draws are paid prior to mandatory debt
amortization under the term loan in the account waterfall. For
these reasons, Moody's has rated the secured working capital
facility one notch higher than the secured term loan. TPF Gen will
also have an unrated $70 million cash-collateralized letter of
credit facility.

The proposed financing addresses the near-term refinancing risk at
TPF Gen, which had been a concern of Moody's, particularly with
the expiration of the High Desert hedge. Although the refinancing
extends the tenor of the debt for 4-4.5 years, this is a shorter
term than Moody's has seen in recent refinancings of existing
power generation related debt. The shorter-term loan tenor,
therefore, still exposes TPF Gen to meaningful refinancing risk in
management's base case and in more conservative cases reviewed by
Moody's. That said, Moody's believes that the portfolio's asset
value relative to the remaining debt is quite strong, particularly
the value associated with High Desert, given the challenges and
incremental costs in permitting new fossil-fired electric
generation in California, the complimentary value that High Desert
brings to a state heavily reliant upon renewable resources, and
the prospects that a formal capacity market may develop in
California. These factors should continue to support strong
recovery prospects, particularly if there is any issue with the
sponsor exiting the portfolio or with refinancing the existing
debt as the maturity approaches.

Aside from the priority position of the secured working capital
facility, term loan lenders benefit from standard project finance
features. Lenders also benefit from a 100% excess cash flow sweep
of all excess funds greater than $10 million in the revenue
account every June 30. The full amount of net asset sale proceeds
must be applied to repay debt, though TPF Gen is limited to
selling only a minority equity interest in High Desert, unless a
majority of lenders provide a waiver. The proposed financing
structure does not contemplate any financial covenants, which
Moody's considers to present a weakness to the transaction.

In addition to the $28 million liquidity reserve that will be held
on the balance sheet and utilized if operating cash flow is
insufficient to fund operating and/or debt service needs in a
given year, lenders will also benefit from the existence of a
cash-funded 6-month debt service reserve, resulting in liquidity
being a positive rating consideration.

The stable outlook reflects the anticipated completion of the
refinancing, along with Moody's expectation of consistent
operating portfolio asset performance, as well as an expectation
for slowly improving merchant energy gross margins at High Desert
over the near-to-medium term.

The rating is currently well placed and has limited prospects for
a rating upgrade in the near term. Over the longer term, faster
debt repayment as a result of higher than anticipated operating
cash flow or High Desert entering into a contract with an
investment grade off-taker could have positive rating
implications.

The ratings or outlook could experience downward pressure if
merchant energy gross margins deteriorate or if the portfolio
assets begin to experience recurring operating issues that hamper
performance.

TPF Generation Holdings, LLC is an indirect subsidiary of Tenaska
Power Fund, L.P. and is a special purpose entity formed to acquire
and operate power generation facilities in the United States. TPF
Gen currently owns 1,380 MW of generating capacity in CAISO and
PJM. The largest plant is the 830 MW High Desert combined-cycle
facility located in Victorville, CA. The remaining portfolio
assets include the 300 MW Big Sandy peaking facility located in
Kenova, WV and the 250 MW Wolf Hills peaking facility located in
Bristol, VA.


TRANSFIRST HOLDINGS: Loan Repricing No Impact on Moody's B3 CFR
---------------------------------------------------------------
Moody's Investors Service said that TransFirst Holdings, Inc.'s
plans to reprice its first lien credit facilities will not impact
TransFirst's B3 Corporate Family Rating and the B1 and Caa2
ratings for its existing first and second lien credit facilities,
respectively. The stable ratings outlook is unchanged.

TransFirst plans to borrow approximately $5.5 million under its
revolving credit facility to pay call premium and fees and
expenses. Assuming all lenders consent to repricing, Moody's
estimates annual interest savings of approximately $6 million to
$7 million, which will pay off the transaction costs in less than
a year's time. As such Moody's views the proposed transaction as
positive for TransFirst's free cash flow and liquidity.

New York-based TransFirst Holdings, Inc. is a merchant acquirer
and provides payment processing services to small and medium size
businesses in the U.S. TransFirst is owned by funds affiliated to
private equity firm Welsh, Carson, Anderson & Stowe.


TRAVELPORT HOLDINGS: Completes Comprehensive Refinancing Plan
-------------------------------------------------------------
Travelport Limited and Travelport LLC, an indirect subsidiary of
the Company, announced the consummation of the Company's
comprehensive capital refinancing plan, including the successful
completion of the previously announced refinancing transactions
relating to the Company's existing senior notes, subordinated
notes and second lien notes and new second lien secured credit
agreement and Travelport Holdings Limited's unsecured payment-in-
kind notes.

"Our goals in undertaking this refinancing plan were to extend our
2014 debt maturities, eliminate the debt at Travelport Holdings
Limited and to simplify the Company's capital structure.  We are
pleased to announce that we have met these aims in full," stated
Gordon Wilson, president and CEO of Travelport Limited.  "The
successful execution of these transactions allows Travelport's
management team to continue to focus on growing our business
through the continued execution of the Company's strategy, which
is gaining some real traction."

The New Notes have not been registered under the Securities Act of
1933, as amended, or any state securities law and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state securities laws.  The offers
and sales of securities pursuant to the Restructuring Transactions
were made only (i) in the United States, to "qualified
institutional buyers" as defined in Rule 144A under the Securities
Act and (ii) outside the United States, to certain non-U.S.
persons in offshore transactions in reliance on Regulation S under
the Securities Act.

Travelport completed a private offering of (i) approximately $185
million aggregate principal amount of the New Notes Issuers'
Senior Floating Rate Notes due 2016, (ii) approximately $406
million aggregate principal amount of the New Notes Issuers'
13.875% Senior Fixed Rate Notes due 2016  and (iii) $25 million
aggregate principal amount of the New Notes Issuers' 11.875%
Senior Subordinated Fixed Rate Notes due 2016.

Additional information can be obtained at http://is.gd/6rcaXq

                      About Travelport Holdings

Headquartered in Atlanta, Georgia, Travelport provides transaction
processing services to the travel industry through its global
distribution system business, which includes the group's airline
information technology solutions business.  During FYE2011, the
group reported revenues and adjusted EBITDA of US$2 billion and
US$507 million, respectively.

Travelport Limited incurred a net loss of $236 million in 2012, as
compared with net income of $172 million in 2011. The Company's
balance sheet at Dec. 31, 2012, showed $3.15 billion in total
assets, $4.36 billion in total liabilities and a $1.20
billion total deficit.

                           *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.

In May 2012, Moody's Investors Service affirmed the Caa1 corporate
family rating (CFR) and probability of default rating (PDR) of
Travelport LLC.


TRIBUNE CO: Koch Brothers Reportedly Has Interest
-------------------------------------------------
Karlee Weinmann of BankruptcyLaw360 reported that Koch Industries
Inc., the conglomerate run by the billionaire Koch brothers, is
firming up its interest in taking over Tribune Co.'s newspapers, a
cache that includes such publications as the Los Angeles Times and
the Chicago Tribune, sources told The Wall Street Journal on
Sunday.

According to the report, rumors swirled earlier this spring over
the brothers' interest in the company, which emerged from Chapter
11 proceedings late last year and has since hired Evercore
Partners and JPMorgan Chase & Co. to help a sale process.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TWL CORP: 5th Cir. Vacates Order Dismissing Employee Suit
---------------------------------------------------------
TWL Corporation and its primary subsidiary, TWL Knowledge Group,
Inc., filed for bankruptcy in 2008.  Frank Teta, a former TWL
employee, commenced a class action adversary proceeding within
TWL's bankruptcy suit, alleging violations of the Worker
Adjustment and Retraining Notification Act, 29 U.S.C. Sections
2101-2109.  The bankruptcy court denied Teta's related motion for
class certification and dismissed the adversary proceeding.  The
district court affirmed.  Because the reasons for the bankruptcy
court's order are unclear, the Fifth Circuit in a revised order
dated April 19 vacated the orders and remanded to the district
court to remand to the bankruptcy court for reconsideration in
light of the appeals court's opinion available at
http://is.gd/2o6hwFfrom Leagle.com.

The case is, FRANK TETA, Appellant, v. MICHELLE CHOW, Appellee,
No. 12-40271 (5th Cir.).

TWL Corp. sought Chapter 11 protection (Bankr. E.D. Tex Case No.
08-42773) on Oct. 19, 2008.  Mark Chevallier, Esq., at
McGuire, Craddock & Strother, P.C., served as counsel.


UMAMI SUSTAINABLE: Incurs $1.0-Mil. Net Loss in Fiscal 2013 Q2
--------------------------------------------------------------
Umami Sustainable Seafood Inc. filed its quarterly report on Form
10-Q, reporting a net loss of $1.0 million on $20.8 million of
revenue for the three months ended Dec. 31, 2012, compared with
net income of $16.9 million on $55.6 million of revenue for the
three months ended Dec. 31, 2011.

For the six months ended Dec. 31, 2012, the Company had a net loss
of $9.4 million on $22.3 million of revenue, compared with net
income of $15.9 million on $71.5 million of revenue for the six
months ended Dec. 31, 2011.

Net revenue decreased $49.3 million or 68.9%, from $71.5 million
for the six months ended Dec. 31, 2011, to $22.3 million for the
six months ended Dec. 31, 2012.  According to the regulatory
filing, the net revenue decrease in the six months ended Dec. 31,
2012, compared to the six months ended Dec. 31, 2011, is primarily
due to the timing of the Company's harvest in fiscal 2013 compared
to fiscal 2012.  The Company's tuna sales typically occur between
October and February.  However, in fiscal 2012, the Company
decided to meet its operational financing needs by harvesting its
fish earlier in the first fiscal quarter.

The Company's balance sheet at Dec. 31, 2012, showed
$123.9 million in total assets, $99.9 million in total
liabilities, and stockholders' equity of $24.0 million.

A copy of the Form 10-K is available at http://is.gd/xd9C13

San Diego, Calif.-based Umami Sustainable Seafood Inc. fishes and
farms for Atlantic and Pacific Bluefin Tuna.  The Company owns and
operates Kali Tuna, a limited liability company organized in 1996
under the laws of the Republic of Croatia, which is a Northern
Bluefin Tuna farming operation located in the Adriatic Sea off the
coast of Croatia.  The Company also owns and operates Baja, a
corporation organized in 1999 under the laws of the Republic of
Mexico, which is a Pacific Bluefin Tuna farming operation located
in the Pacific Ocean off Baja California, Mexico.


URBI DESARROLLOS: Skips $6.4MM Interest Payment
-----------------------------------------------
Amy Guthrie at Daily Bankruptcy Review reports that Urbi
Desarrollos Urbanos SAB said it will take advantage of a 30-day
grace period to delay a $6.4 billion interest payment on its 2016
bonds due.

Urbi Desarrollos Urbanos is a publicly traded, fully integrated
homebuilder engaged in the development, construction, marketing
and sale of affordable housing in Mexico.


USA BROADMOOR: Section 341(a) Meeting Scheduled for May 16
----------------------------------------------------------
A meeting of creditors in the bankruptcy case of USA Broadmoor,
LLC, will be held on May 16, 2013, at 2:00 p.m. at Tampa, FL.
Creditors have until July 1 to submit their proofs of claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

USA Broadmoor, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 13-04880) on April 16, 2013.  The petition was signed by
Hugh L. Caraway, chief executive officer of Internacional Realty,
Inc., member.  The Debtor estimated assets and debts of at least
$10 million, respectively.  Judge Michael G. Williamson presides
over the case.  The Debtor is represented Stichter Riedel Blain &
Prosser, P.A.


USA COMMERCIAL: 9th Cir. Clears Deloitte From Trust's Claims
------------------------------------------------------------
The United States Court of Appeals, Ninth Circuit, affirmed a
district court's grant of summary judgment in favor of Deloitte &
Touche in a lawsuit filed against the auditing firm by the
litigation trust for USA Commercial Mortgage Company.

On April 13, 2006, USA Commercial Mortgage Company filed for
bankruptcy in the U.S. Bankruptcy Court for the District of
Nevada.  USACM's confirmed Chapter 11 plan created a bankruptcy
litigation trust, USACM Liquidating Trust, to pursue USACM's
claims for the benefit of holders of allowed unsecured claims in
USACM's bankruptcy.

On April 11, 2008, the Trust sued USACM's former outside auditor,
Deloitte & Touche, alleging that Deloitte wrongfully issued
unqualified audit opinions for fiscal years 2000 and 2001,
concealing the misappropriations of USACM's funds through two
allegedly fraudulent schemes perpetrated by Thomas Hantges and
Joseph Milanowski (the owners and controllers of USACM).  The
charged misappropriations caused USACM to sustain millions of
dollars in losses and required its bankruptcy filing.

The district court properly granted summary judgment to Deloitte
on the ground that the misconduct of Messrs. Hantges and
Milanowski must be imputed to USACM under Nevada's "sole actor"
rule.  The Trust appeals from the district court's summary
judgment in favor of Deloitte.

According to the Ninth Circuit, the district court correctly held
after its thorough analysis that the Trust failed to present
evidence of any "innocent decision-makers" within USACM sufficient
to permit a reasonable fact finder to find that Messrs. Hantges
and Milanowski were not USACM's sole actors for purposes of
imputation.

Since knowledge of Messrs. Hantges' and Milanowski's fraudulent
schemes is imputed to USACM, the Ninth Circuit said the Company
would have discovered that Deloitte failed to expose those schemes
in its 2000 and 2001 fiscal year audits -- in alleged
contravention of its contractual and professional obligations --
no later than the date Deloitte completed those audits on June 28,
2001 and November 26, 2002.  Hence, the two-year limitations
period for the Trust's accounting malpractice and breach of
contract claims expired on June 28, 2003 and November 26, 2004,
respectively, which both preceded the petition date and were
therefore untimely, the Ninth Circuit said, citing 11 U.S.C. Sec.
108(a); and Nev. Rev. Stat. Ann. Sec. 11.2075(1)(a).

With regard to the aiding and abetting breaches of fiduciary duty
claim, the appeals court said USACM would have discovered
Deloitte's failure to report or affirmative cover-up of Messrs.
Hantges' and Milanowski's fraudulent schemes no later than when
Deloitte terminated its services with USACM in January 2003. Thus,
the three-year limitations period provided by Nev. Rev. Stat. Ann.
Sec. 11.190(3)(d)5 expired in January 2006, which again preceded
the petition date and therefore could not be extended under 11
U.S.C. Sec. 108(a) to make USACM's claim timely.

The Ninth Circuit also said the district court correctly decided
that there should be no concealment-based tolling of limitations
because Deloitte could not have concealed from USACM that which
USACM knew based upon the imputation of Messrs. Hantges' and
Milanowski's knowledge to USACM.  The district court also properly
declined to apply the adverse domination doctrine, which tolls
claims alleging wrongdoing by those who control the corporation
under certain circumstances, the appeals court said, citing Fed.
Deposit Ins. Corp. v. Jackson, 133 F.3d 694, 698 (9th Cir. 1998),
because Nevada has not adopted the doctrine. The applicable
limitations statutes are comprehensive and provide for tolling
based on specified circumstances not pertinent hereto.

The case is, USACM LIQUIDATING TRUST, Plaintiff-Appellant, and USA
CAPITAL DIVERSIFIED DEED FUND, LLC, Plaintiff, v. DELOITTE &
TOUCHE, Defendant-Appellee, No. 11-15626 (9th Cir.).  A copy of
the Ninth Circuit's April 22 Memorandum is available at
http://is.gd/oFZfsyfrom Leagle.com.

                       About USA Commercial

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provided more
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represented the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, served as Chief Restructuring Officer for the
Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represented the Official Committee of Unsecured Creditors of
USA Commercial Mortgage Company.  Edward M. Burr at Sierra
Consulting Group, LLC, provided financial advice to the Creditors
Committee of USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represented the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., provided
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represented the Official Committee of Equity Security Holders of
USA Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at
Alvarez & Marsal, LLC, provided financial advise to the Equity
Committee of USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.

The Debtor's Chapter 11 plan of reorganization was confirmed on
Jan. 8, 2007.  USACM Liquidating Trust was created pursuant to the
Debtors' Third Amended Joint Chapter 11 Plan of Reorganization,
which became effective March 12, 2007.  Under the Joint Plan, the
Trust obtained the right to enforce USACM's causes of action.


VAQUERIA BRISAS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Vaqueria Brisas Del Atlantico, Inc.
        P.O. Box 119
        Hatillo, PR 00659

Bankruptcy Case No.: 13-03020

Chapter 11 Petition Date: April 18, 2013

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Brian K. Tester

Debtor's Counsel: Carmen D Conde Torres, Esq.
                  C.CONDE & ASSOCIATES
                  254 San Jose Street, 5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203
                  E-mail: notices@condelaw.com

Scheduled Assets: $2,025,872

Scheduled Liabilities: $3,953,388

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/prb13-3020.pdf

The petition was signed by Demetrio Amador, president.


VTE PHILADELPHIA: Can Hire Nachamie Spizz Cohen as Counsel
----------------------------------------------------------
VTE Philadelphia, LP sought and obtained permission from the U.S.
Bankruptcy Court to employ Nachamie Spizz Cohen & Serchuk, P.C. as
counsel.

VTE Philadelphia, LP, filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-10058) in Manhattan on Jan. 7, 2013.  The Debtor is a
single asset real estate case consisting of a vacant land located
at 709-717 North Penn Street, in Philadelphia, Pennsylvania.

The Chapter 11 petition was filed on the eve of a sheriff's sale
scheduled by the secured creditor, U.S. Bank National Association,
which has obtained judgment for foreclosure from the Court of
Common Please of Philadelphia County.  The judgment amount owed to
the bank is $16.9 million.


WINTRUST FINANCIAL: Fitch Assigns 'B+' Preferred Stock Rating
-------------------------------------------------------------
Fitch Ratings has initiated ratings on Wintrust Financial Corp.
(WTFC) and its 15 separately chartered banks with a long-term
Issuer Default Rating (IDR) of 'BBB' and a Viability Rating (VR)
of 'bbb'. The Rating Outlook is Stable.

WTFC's ratings reflect its consistent and conservative management
through the credit cycle leading to superior asset quality
performance relative to similarly rated and similarly sized
institutions. Further, Fitch believes WTFC's loan portfolio
structure provides the company unique credit diversification
relative to peers. Weighing on WTFC's rating is its mediocre
earnings profile and geographic loan concentration within greater
Chicagoland.

KEY RATING DRIVERS - IDRs and Viability Ratings

Fitch recognizes WTFC's relatively strong asset quality compared
to similarly rated peers and believes it is a reflection of
management's credit risk management philosophy. While
nonperforming assets (NPAs - inclusive of accruing TDRs) have
remained somewhat elevated relative to historical norms at 2.28%
as of the first quarter of 2013 (1Q'13), the company's NPAs peaked
at just around 3% during the cycle. This compares considerably
favorably to WTFC's peer group in which some similarly rated
institutions' NPAs peaked at nearly 2x that level.

Similarly, net charge-offs (NCOs) have averaged just 1.03% over
the last five years. Fitch believes that these results are
directly correlated with management's stated strategy of pulling
back lending prior to the credit cycle. The Stable Outlook
reflects Fitch's view that asset quality (AQ) will continue to
improve going forward as management works through problem assets
through its dedicated Managed Assets Division.

Fitch notes that these AQ metrics should also be taken in the
context of WTFC's primary lending area which is Chicago, IL, an
area that was hit particularly hard during the real estate
downturn and an area in which many banks subsequently failed or
needed to raise significant capital due to material concentrations
in commercial real estate and land development.

Fitch views WTFC's premium finance lending, a product that is not
widely offered within Fitch's rating universe, as a unique credit
diversification tool. This lending area makes up one-third of the
company's loan portfolio and is split evenly between property and
casualty policy financing and life policy financing. Fitch notes
the very low loss history between the two products and would
expect similar results going forward given deal structures and
security.

Ratings are constrained to the initiated rating given the
company's fairly tepid earnings performance. The company's 2012
ROA of 67 basis points (bps) is lower than similarly rated
institutions but is also taken in the context of WTFC's overall
risk profile. Fitch believes that going forward earnings will
continue to be challenged by the expected prolonged period of low
interest rates coupled with the company's short-term balance
sheet. At year-end 2012 (YE12), 70% of WTFC's loans were either
variable or repriced within 12 months. However, this should be
advantageous to the company when interest rates do begin to rise.

Further constraining the company's ratings is its geographic
concentration within its loan book. Three-fourths of WTFC's core
loan book (excluding FIFC loans) is located in the state of
Illinois with the vast majority of that concentrated in the
greater Chicagoland area. Fitch views the Chicago market as
densely populated by banks and economically challenged which has
resulted in and could result in prolonged periods of tepid
earnings and elevated NPAs relative to historical levels.

Fitch notes that WTFC has consistently been able to maintain
adequate liquidity and funding. A third of the company's deposit
funding consists of CDs, a higher level than peer institutions.
However, Fitch believes that the majority of these are from long-
term, core customers residing in the company's primary market.
Further, it is worth noting that CD reliance has come down
substantially over the past few years from around 50% of deposits
while noninterest bearing DDA accounts have increased from under
10% of deposits to around 18%. Also of note is the company's
aforementioned $2 billion P/C insurance premium finance book which
could potentially be securitized and sold off if additional
liquidity was needed.

With a Fitch Core Capital to Tangible Assets ratio of 7.28% (or a
TCE ratio of 7.4%) as of 4Q'12, capital is considered adequate
relative to others in WTFC's peer group and relative to its
overall risk profile. Regulatory capital ratios are also
considered ample. WTFC's rating not only reflects its ability to
maintain an adequate capital base through the cycle but also its
shown ability to raise capital in the private and public markets.

RATING SENSITIVITIES - IDRS and Viability Rating

Negative trends in earnings or a reversal in current AQ trends
leading to earnings and capital deterioration could lead to
negative rating action. Further, if the company growth (either
through acquisition or organic) were to exceed Fitch's comfort
level and capital levels fell materially below their current
levels, ratings could be adversely impacted. While Fitch sees
little upside to the company's initial rating, if earnings
performance improves and comes in line with higher rated peers
while AQ trends maintain their positive course and risk management
practices remain conservative, Fitch could take positive rating
action.

KEY RATING DRIVERS AND SENSITIVIES - SUPPORT RATING AND SUPPORT
RATING FLOOR

In Fitch's view, WTFC is not considered systemically important and
therefore, believes the probability of state support is unlikely.
Therefore, WTFC's IDR and VR do not incorporate any government
support.

RATING DRIVERS & SENSITIVITIES - Subordinated Debt and Other
Hybrid Securities

Subordinated debt and other hybrid capital instruments issued by
WTFC are all notched down from WTFC's VR of 'bbb' in accordance
with Fitch's assessment of each instrument's respective non-
performance and relative Loss Severity risk profiles, which vary
considerably. Their ratings are primarily sensitive to any change
in WTFC's VR.

RATING DRIVERS & SENSITIVITIES - Holding Company:

WTFC's IDR and VR is equalized with the company's subsidiary banks
reflecting its role as the bank holding company, which is mandated
in the U.S. to act as a source of strength for its bank
subsidiary. Double leverage was at 107% for WTFC at Dec. 31, 2012.

RATING DRIVERS & SENSITIVITIES - Subsidiary and Affiliated Company
Rating:

The below ratings factor in a high probability of support from the
parent to its subsidiary. This reflects the fact that performing
parent banks have very rarely allowed subsidiaries to default. It
also considers the high level of integration, brand, management,
financial and reputational incentives to avoid subsidiary
defaults. Further, all 15 subsidiary banks' ratings are linked
together and equalized due to cross-collateralization conditions
found in Financial Institutions Reform, Recovery, and Enforcement
Act of 1989 (FIRREA). Consequently, any movement in the parent's
VR would equally impact all related subsidiary banks.

Wintrust Financial Corp. is a financial holding company based in
Rosemont, Illinois, with total assets of approximately $17.5
billion as of Dec. 31, 2012. The company consists of 15 community
banks offering basic financial services in and around the greater
Chicagoland area and Southeast Wisconsin. Further, the company
holds various subsidiaries that operate on a national platform and
offer products such as premium finance lending, short-term
accounts receivable lending and mortgage banking. Finally, WTFC
also offers a full range of wealth management services to those
customers primarily in the company's market area.

Fitch assigns these ratings with a Stable Outlook:

Wintrust Financial Corporation

Long-Term IDR at 'BBB';
Short-Term IDR at 'F2';
Viability Rating at 'bbb';
Subordinated Debt at 'BBB-';
Preferred Stock at 'B+';
Support at '5';
Support Rating at 'NF'.

Lake Forest Bank and Trust Company

Long-Term IDR at 'BBB';
Short-Term IDR at 'F2';
Viability Rating at 'bbb';
Long-Term Deposits at 'BBB+';
Short-Term Deposits at 'F2';
Support at '5';
Support Rating at 'NF'.

Hinsdale Bank and Trust Company

Long-Term IDR at 'BBB';
Short-Term IDR at 'F2';
Viability Rating at 'bbb';
Long-Term Deposits at 'BBB+';
Short-Term Deposits at 'F2';
Support at '5';
Support Rating at 'NF'.

North Shore Community Bank and Trust Company

Long-Term IDR at 'BBB';
Short-Term IDR at 'F2';
Viability Rating at 'bbb';
Long-Term Deposits at 'BBB+';
Short-Term Deposits at 'F2';
Support at '5';
Support Rating at 'NF'.

Libertyville Bank and Trust Company

Long-Term IDR at 'BBB';
Short-Term IDR at 'F2';
Viability Rating at 'bbb';
Long-Term Deposits at 'BBB+';
Short-Term Deposits at 'F2';
Support at '5';
Support Rating at 'NF'.

Barrington Bank and Trust Company, NA

Long-Term IDR at 'BBB';
Short-Term IDR at 'F2';
Viability Rating at 'bbb';
Long-Term Deposits at 'BBB+';
Short-Term Deposits at 'F2';
Support at '5';
Support Rating at 'NF'.

Crystal Lake Bank and Trust Company, NA

Long-Term IDR at 'BBB';
Short-Term IDR at 'F2';
Viability Rating at 'bbb';
Long-Term Deposits at 'BBB+';
Short-Term Deposits at 'F2';
Support at '5';
Support Rating at 'NF'.

Northbrook Bank and Trust Company

Long-Term IDR at 'BBB';
Short-Term IDR at 'F2';
Viability Rating at 'bbb';
Long-Term Deposits at 'BBB+';
Short-Term Deposits at 'F2';
Support at '5';
Support Rating at 'NF'.

Schaumburg Bank and Trust Company, NA

Long-Term IDR at 'BBB';
Short-Term IDR at 'F2';
Viability Rating at 'bbb';
Long-Term Deposits at 'BBB+';
Short-Term Deposits at 'F2';
Support at '5';
Support Rating at 'NF'.

Village Bank and Trust

Long-Term IDR at 'BBB';
Short-Term IDR at 'F2';
Viability Rating at 'bbb';
Long-Term Deposits at 'BBB+';
Short-Term Deposits at 'F2';
Support at '5';
Support Rating at 'NF'.

Beverly Bank and Trust Company, NA

Long-Term IDR at 'BBB';
Short-Term IDR at 'F2';
Viability Rating at 'bbb';
Long-Term Deposits at 'BBB+';
Short-Term Deposits at 'F2';
Support at '5';
Support Rating at 'NF'.

Town Bank

Long-Term IDR at 'BBB';
Short-Term IDR at 'F2';
Viability Rating at 'bbb';
Long-Term Deposits at 'BBB+';
Short-Term Deposits at 'F2';
Support at '5';
Support Rating at 'NF'.

Wheaton Bank and Trust

Long-Term IDR at 'BBB';
Short-Term IDR at 'F2';
Viability Rating at 'bbb';
Long-Term Deposits at 'BBB+';
Short-Term Deposits at 'F2';
Support at '5';
Support Rating at 'NF'.

State Bank of the Lakes

Long-Term IDR at 'BBB';
Short-Term IDR at 'F2';
Viability Rating at 'bbb';
Long-Term Deposits at 'BBB+';
Short-Term Deposits at 'F2';
Support at '5';
Support Rating at 'NF'.

Old Plank Trail Community Bank, NA

Long-Term IDR at 'BBB';
Short-Term IDR at 'F2';
Viability Rating at 'bbb';
Long-Term Deposits at 'BBB+';
Short-Term Deposits at 'F2';
Support at '5';
Support Rating at 'NF'.

St. Charles Bank and Trust Company

Long-Term IDR at 'BBB';
Short-Term IDR at 'F2';
Viability Rating at 'bbb';
Long-Term Deposits at 'BBB+';
Short-Term Deposits at 'F2';
Support at '5';
Support Rating at 'NF'.


WOODFLAME INC: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Woodflame, Inc.
        5590 Painted Mirage Rd
        Suite 130
        Las Vegas, NV 89149

Bankruptcy Case No.: 13-13417

Chapter 11 Petition Date: April 20, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce T. Beesley

Debtor's Counsel: David A. Riggi, Esq.
                  5550 Painted Mirage Road #120
                  Las Vegas, NV 89149
                  Tel: (702) 808-0359
                  E-mail: darnvbk@gmail.com

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

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

A list of the Company's nine largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nvb13-13417.pdf

The petition was signed by Christine Wong, treasurer.


XTREME OIL: Incurs $70,400 Net Loss in 2012
-------------------------------------------
Xtreme Oil & Gas, Inc., filed on April 16, 2012, its annual report
on Form 10-K for the year ended Dec. 31, 2012.

LBB & Associates Ltd., LLP, in Houston, Texas, expressed
substantial doubt about Xtreme Oil's ability to continue as a
going concern, citing the Company's absence of significant
revenues, recurring losses from operations, and its need for
additional financing in order to fund its projected loss in 2013/

The Company reported a net loss of $70,437 on $1.3 million of
revenues in 2012, compared with a net loss of $205,088 on
$2.5 million of revenues in 2011.  The decrease in net loss in
2012 was primarily due to derivative income related to the
Company's debt placement in September 2011.

The Company's balance sheet at Dec. 31, 2012, showed $8.7 million
in total assets, $6.2 million in total liabilities, and
stockholders' equity of $2.5 million.

A copy of the Form 10-K is available at http://is.gd/p5VCjC

Xtreme Oil & Gas, Inc., is a Dallas-based independent energy
company engaged in the exploration, development, acquisition, and
production of crude oil and natural gas with operations from
properties it owns in Texas, Oklahoma, and Kansas. The Company's
oilfield services disposes of saltwater for independent energy
producers.


YARWAY CORP: Files for Chapter 11 to Deal With Asbestos Claims
--------------------------------------------------------------
Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on Monday to deal with claims arising from
asbestos containing products it allegedly sold as early as the
1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway continued its manufacturing operations until 2003, when it
sold its manufacturing facility in Blue Bell, Pennsylvania to
BT Blue Bell and other assets to third parties.  Following the
transactions, Yarway remained in existence as a separate corporate
entity, and continued to defend against, process and satisfy
asbestos-related claims asserted against it.  Yarway maintained
its own insurance assets, some of which were the subject of state
court litigation in California from 2005 until the last of its
insurance policies known to provide coverage for asbestos-related
claims were settled in 2012.

In 2013, Yarway acquired a 49% interest in STI Properties, LTd., a
member in a joint venture that owns and operates a five-story
commercial office building in the Cleveland, Ohio area.

The Debtor estimated at least $100 million in assets and
liabilities as of the bankruptcy filing.

Yarway commenced the Chapter 11 case due to the continuing
assertion of claims by personal injury plaintiffs alleging that
Yarway is liable for damages caused by exposure of asbestos-
containing products.  Yarway's asbestos-related liabilities derive
from Yarway's (i) purported use of asbestos-containing gaskets and
packing, manufactured by others, in its production of steam valves
and traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.  Yarway's
alleged manufacture, distribution, and or/sale of asbestos-
containing materials ceased entirely by 1988.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.  Over the past five years,
Yarway has incurred and paid $129 million in settlement costs on
account of the asbestos claims, including $18 million over the
past year.

With diminishing insurance coverage and the continued assertion of
asbestos claims, Yaway sought relief under Chapter 11.  Yarway's
goal is to negotiate, obtain approval of, and consummate a plan of
reorganization that establishes an appropriately funded trust to
provide for the fair and equitable payment of legitimate current
and future Yarway asbestos claims.

                       Plan Negotiations

To facilitate negotiations regarding a potential reorganization
plan and the creation of an asbestos trust, Yarway engaged in
discussions prepetition with an ad hoc committee of law firms
representing current asbestos claimants.  The discussions did not
result in an agreement regarding the terms of the plan or the
structure of the asbestos trust.

The ad hoc committee of law firms representing asbestos claimants
tapped the law firm of Caplin & Drysdale during prepetition
negotiations with the Debtor.

James L. Patton, Jr., named by Yarway as representative of future
asbestos claimants.  Mr. Patton retained the law firm of Young
Conaway Stargatt & Taylor LLP as counsel.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.

                       First Day Motions

On the first day of the bankruptcy case, Yarway filed a motion to
file a list of 20 law firms representing the largest numbers of
asbestos plaintiffs asserting claims against the Debtor in lieu of
a list of the holders of the 20 largest unsecured claims.  The
Debtors said that because the majority of asbestos claimants hold
unliquidated claims against the Debtor, it is difficult to
determine which individual asbestos claimants may hold the largest
unsecured claims.

The Debtor also seeks approval to continue using its existing bank
account and business forms.  There is $14.28 million in a bank
account with Bank of New York Mellon.


YARWAY CORP: Proposes Logan & Co. as Claims & Notice Agent
----------------------------------------------------------
Yarway Corporation seeks an order from the Bankruptcy Court
appointing Logan & Company, Inc., as claims and notice agent.

The Debtor wishes to engage Logan to send out certain designated
notices, to maintain claims files, and maintain a claims register.
The Debtor believes that such services will expedite the services
of notices, streamline any claims administration process and the
administration of he Chapter 11 case, and permit the Debtor to
focus on its reorganization efforts.

Logan will be compensated in accordance with the pricing schedule
agreed by the parties.

For monthly storage, Logan will charge the Debtor $0.10 per
creditor name per month.  Logan will charge $205 per hour for Web
site design and maintenance.  For consulting services,
professionals at Logan will charge at these hourly rates:

     Category                                 Rate
     --------                              ----------
Principal                                     $297
Court Testimony                               $325
Senior Consultant                             $225
Statement & Schedule Preparation              $220
Account Executive Support                     $205
Public Wesbiste Design and Maintenance        $205
Data & File Conversion/Programming Support    $165
Project Coordinator                           $140
Analyst                                       $125
Quality Control and Audit                      $77
Data Entry & Other Admin. Tasks                $77
Clerical Support                               $50

The Debtor has made an advance payment to Logan in the amount of
$5,000.

                     About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.


* Fitch Reports Lower U.S. Credit Card Chargeoffs & Delinquencies
-----------------------------------------------------------------
Chargeoffs and delinquencies fell again last quarter for U.S.
credit card ABS, though the pace of improvement is noticeably
slowing, according to the latest index results from Fitch Ratings.

Chargeoffs came in at 3.91% during the March distribution period
and are still tracking near record lows. Elsewhere, delinquencies
managed to shave off a few more basis points, averaging 1.63% and
breaking new records in the first three months of this year.
'Credit card losses will plateau in the near term before trending
higher later this year,' said Managing Director Michael Dean.

Monthly payment rates (MPRs) spiked in first quarter 2013 (1Q'13)
after remaining stable in 4Q'12. In fact, 'February posted a
record high for MPR as consumers continue to pay down existing
balances,' said Dean. ABS deleveraging also reversed course this
past quarter. For the first time in nearly five years, credit card
outstandings began to rise with two consecutive monthly increases
during the quarter. This is a sign that interest in new credit
card ABS is picking up.


* Moody's Updated Outlook on U.S. REITs is Stable
-------------------------------------------------
Real estate investment trusts are well positioned to handle the
fragile economic outlook and the potential for rising interest
rates, says Moody's Investors Service in a new report, "US REITs:
Industry Outlook."

"We do not expect a robust economic recovery given the uncertain
environment, and the primary risks for REITs are potential excess
supply and shocks that derail the economic recovery," said Moody's
Senior Vice President Philip Kibel, author of the report. "REIT
management teams remain concerned about frail job growth in the
US. Further concerns include US sequestration, weakness in Europe
and conflict in the Middle East."

Moody's outlook for REITs overall is stable. The outlook is also
stable for REITs operating in each of the major underlying
property sectors, including retail, office, industrial,
multifamily, healthcare, and lodging. From a real estate
fundamental perspective, each of the sectors has a stable outlook
with the exception of multifamily, which remains positive.

"REITs, especially investment-grade REITs, continue to show the
strength that allowed them to operate through the recession
without jeopardizing their market presence," said Mr. Kibel.
"Future rating actions will be mainly driven by company-specific
events."

Since the end of the recession, Kibel pointed out, REITs have been
able to access multiple capital sources, including bank, bond and
preferred markets at historically low rates that have lengthened
their debt maturity profiles while also boosting earnings and
fixed-charge coverage ratios.

"For the remainder of 2013, we are less concerned about liquidity
than we are about the REITs' core earnings strength and their
ability and willingness to maintain solid credit metrics," said
Mr. Kibel.

While construction levels generally remain near cyclical lows, new
construction is picking up in some markets, particularly in the
industrial, retail outlet and multifamily sectors, according to
Moody's.

"Bountiful capital coupled with low capitalization rates could
prod builders into becoming increasingly active," said Mr. Kibel.


* Three Bank Failures Bring Total in 2013 to Eight
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that two banks in Florida and one in Kentucky, with a
total of nine branches, were taken over on April 22 by regulators,
bringing the year's total bank failures to eight.

Chipola Community Bank in Mariana, Florida, and Heritage Bank of
North Florida, from Orange Park, had deposits of $10.3 million and
$108.5 million, respectively.  Their failures are estimated to
cost the Federal Deposit Insurance Corp. $10.3 million and $30.2
million, respectively.

First Federal Bank of Lexington, Kentucky, also failed, with
$108.5 million in deposits and an estimated cost of $30.2 million
for the FDIC.

All eight branches were taken over by three other banks.

In 2012, there were 51 bank failures compared to 92 failed banks
in 2011, 157 in 2010, 140 in 2009 and just 25 for 2008.  The
failures in 2010 were the most since 1992, when 179 institutions
were taken over by regulators.

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

                       List of Failed Banks

For 2013, the failed banks are:

                                Loss-Share
                                Transaction Party    FDIC Cost
                   Assets of    Bank That Assumed    to Insurance
                   Closed Bank  Deposits & Bought    Fund
  Closed Bank      (millions)   Certain Assets       (millions)
  -----------      -----------  -----------------    ------------
Chipola Community Bank   $39.2  First Federal Bank        $10.3
Heritage Bank of N Fla. $110.9  FirstAtlantic Bank        $30.2
First Federal Bank      $100.1  Your Community Bank        $9.7

Gold Canyon Bank         $45.2  First Scottsdale Bank     $11.2
Frontier Bank           $258.8  HeritageBank of the S.    $51.6
Covenant Bank            $58.4  Liberty Bank and Trust    $21.8
1st Regents Bank         $50.2  First Minnesota Bank      $10.5
Westside Community Bank  $97.7  Sunwest Bank              $20.3

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html

                    694 Banks in Problem List

The FDIC's Quarterly Banking Profile for the quarter ended Sept.
30, 2012, says that the number of institutions on the FDIC's
"Problem List" declined to 694 from 732, and total assets of
"problem" institutions fell from $282.4 billion to $262.2 billion.
This is the smallest number of "problem" institutions since third
quarter 2009.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The Deposit Insurance Fund (DIF) increased by $2.5 billion to
$25.2 billion during the third quarter.  Estimated insured
deposits increased by 2.3%.  The DIF reserve ratio was 0.35% at
Sept. 30, 2012, up from 0.32% at June 30, 2012, and 0.12% at Sept.
30, 2011.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
As of Q3 of 2012  694      $262,000          43         $9,500
2011              813      $319,432          92        $34,923
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* Bankruptcy Task Force Lays Out Ethics "Best Practices"
--------------------------------------------------------
Tom Hals, writing for Reuters, reported that two years ago, the
American Bankruptcy Institute first proposed a task force to help
bankruptcy professionals through the thorny ethical questions
encountered in the trenches of turnarounds.  Now that the task
force's report is in, members said they are surprised by one
thing: the rate at which the task force uncovered conduct that
could lead to sanctions.

"I was dumbfounded," Geoffrey Berman, of Development Specialists
Inc, who proposed the task force when he was ABI president in
2011, told Reuters.  Berman said nearly every week the task force
found examples of conduct that put lawyers at risk of losing their
fees or being disbarred.

According to the Reuters report, the ABI's National Ethics Task
Force presented its 104-page report on Sunday at the institute's
annual spring meeting.  The report included recommendations for
disclosing conflicts when seeking approval of employment, duties
of counsel for the debtor in possession and recommendations for
soliciting creditors' committees.

For 95 percent of the practitioners, Berman said ethics were never
a problem and the report is unlikely to change the way they
practice, Reuters related.  But for a small number, Berman said,
"you scratch your head and say 'how did they pass the bar ethics
exam?'"


* Utah Bankruptcies Down in 1st Quarter, But Struggles Linger
-------------------------------------------------------------
Steven Oberbeck, writing for The Salt Lake Tribune, reported that
a lot fewer Utahns are filing for bankruptcy these days, but
behind those numbers are plenty of families still struggling to
make ends meet in a state that claims one of the best economies in
the nation.

According to the report, David Sime, clerk of the U.S. Bankruptcy
Court for Utah, reports that bankruptcy filings by Utahns dropped
14 percent in the first three months of 2013, compared with the
same period a year ago.

The report said the decline represents a continuing trend that
started in late 2011 and resulted in the number of bankruptcy
petitions dropping by 12 percent last year -- the first
significant drop in filings in Utah in more than six years.

Despite the decline, Utah's bankruptcy numbers remain
comparatively high nationally, with the state claiming the sixth-
highest filings per capita -- 5.01 for every 1,000 residents,
according to the Virginia-based American Bankruptcy Institute, a
research organization that tracks insolvency filings and related
issues, the report added.

Utah's falling numbers, though, paralleled what happened
nationally, the report noted.  During the first quarter, filings
in the U.S. totaled 263,516, down 16 percent from the same quarter
a year ago.


* Appellate Court Overturns $45-Mil. Class Settlement
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a $45 million settlement of a class suit against
three consumer-credit reporting companies was overturned by the
U.S. Court of Appeals in San Francisco because representatives of
a class of former bankrupts had their recoveries increased from
$26 to $5,000 in return for supporting settlement.

The report notes that one of the three judges on the appellate
panel would have gone a step further and precluded lawyers from
receiving part of the $16.75 million in attorneys' fees as a
sanction for structuring the settlement to include the $5,000
payments.

The report recounts that the first suits were filed in 2005,
alleging that three credit-reporting companies inaccurately
reported delinquencies on debt extinguished through consumers'
bankruptcies.  The defendants were Experian Information Systems
Inc., TransUnion LLC, and Equifax Information Services LLC.  Each
one contributed $15 million to the settlement fund.  In 2008 the
district court approved a partial settlement where the three
companies agreed to improve their reporting procedures.  That part
of the settlement drew no objection.

The report adds that on the monetary side, the lawyers would take
home $16.75 million.  Bankrupt consumers in the class who were
denied credit as a result of faulty reporting were to receive $150
to $750 each.  The other 755,000 class members would receive $26
each.  Class representatives were to receive $5,000 each, although
only in return for supporting the settlement.  The district court
nonetheless approved the settlement.

On appeal, Circuit Judge Ronald M. Gould overturned the settlement
in a 26-page opinion.  Judge Gould said that the $5,000 payment to
each class representative who otherwise would receive $26
"corrupted the settlement by undermining the adequacy of the class
representatives and class counsel."

District Judge Sam E. Haddon from Montana, sitting by designation
on the three-judge appellate panel, would have gone a step
further.  He would have precluded lawyers who proposed the
settlement from receiving any of the $16.75 million in attorneys'
fees.

The case is Radcliffe v. Experian Information Solutions Inc.,
11-56376, Ninth U.S. Circuit Court of Appeals (San Francisco).


* Bankruptcy Court Likely Not a 'Court of the United States'
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to an April 19 opinion by U.S. Bankruptcy
Judge D. Michael Lynn in Fort Worth, Texas, a bankruptcy court
"might not" be a "court of the United States."

The question arose in a bankruptcy case where Judge Lynn was being
asked by a creditor to give him court-appointed counsel because he
was indigent.  Judge Lynn exercised his discretion to deny the
request for court-appointed counsel and therefore didn't squarely
decide if the bankruptcy court is a court of the U.S., according
to the report.

The report relates that Judge Lynn went so far as to say he was
"not convinced" he has status as a court of the U.S. Bankruptcy
courts don't automatically qualify as courts of the U.S. because
bankruptcy judges are appointed for 14-year terms, unlike federal
district, circuit and Supreme Court judges who have life
appointment.  Also, bankruptcy judges, unlike higher federal
judges, are selected by the circuit courts, not nominated by the
President and confirmed by the Senate.

The case before Judge Lynn involved the bankruptcy of a lawyer.
One of the lawyer's clients, now serving a prison sentence, filed
a claim against the lawyer and a lawsuit to declare that the debt
wouldn't be discharged in bankruptcy.

The convicted criminal complained that the lawyer resigned without
notice the day of trial.  He asked to have counsel assigned to him
under Section 1915 of the U.S. Judiciary Code which allows a
"court of the United States" to appoint counsel for indigents.  In
turn, "court of the United States" is defined in Section 451 of
the Judiciary Code.

Judge Lynn, the report relates, noted that courts, even in the
Fifth Circuit covering Texas, are divided on the issue on whether
bankruptcy courts are courts of the U.S.  The 5th U.S. Circuit
Court of Appeals in New Orleans itself hasn't answered the
question, Lynn said. Lynn laid out arguments on both sides.  He
said he would qualify as a court of the U.S. only if the
bankruptcy court is considered a "unit" of the federal district
court.

Judge Lynn ended his discussion of "court of the U.S." by saying
it's an "open question."  He then noted that courts in the Fifth
Circuit "almost invariably" deny requests to appoint counsel for
indigent plaintiffs in civil suits.  Judge Lynn said the result
might be different if the incarcerated individual were the
defendant, not the plaintiff.

Judge Lynn noted that he's arranged for the prisoner to
participate in trial by telephone.  On the merits of the suit
against the lawyer for quitting just before trial, Judge Lynn said
the facts and the law aren't particularly complicated.

The case is Ostrander v. Williams (In re Williams), 11-bk-04190,
U.S. Bankruptcy Court, Northern District Texas (Fort Worth).


* Calif. Ruling Protects Brokers From Disgruntled Outsiders
-----------------------------------------------------------
Bibeka Shrestha of BankruptcyLaw360 reported that a California
appeals court held Wednesday that an insurance broker wasn't
liable to an investor who was unable to get coverage under a
bankrupt real estate developer's policy for alleged vandalism and
theft, a precedential ruling that helps shelter brokers from
breach of duty claims brought by nonclients.

According to the report, the order bars investor Michael Braum's
professional negligence claims against broker Koram Insurance
Center Inc., while also blocking Braum from winning coverage from
Travelers Property Casualty Co. of America under a condominium
policy issued to a developer.


* In Pippen Defamation Suit, 7th Circ. Considers Recklessness
-------------------------------------------------------------
Megan Stride of BankruptcyLaw360 reported that during arguments
Friday in former NBA star Scottie Pippen's bid to revive his
defamation lawsuit against CBS Interactive Inc. and others,
Seventh Circuit judges asked how the athlete could allege the
defendants were reckless, not just negligent, when they
inaccurately reported he went bankrupt.

According to the report, Pippen's attorney, Arthur S. Gold of the
Law Offices of Gold & Associates Ltd., told the three-judge panel
that CBS, NBC Universal Media LLC, Mint Software Inc. and other
media outlets targeted by the former Chicago Bulls player had
reported the erroneous news.


* Banker Groups Sue Treasury, IRS over Account Reporting Rule
-------------------------------------------------------------
Tom Schoenberg, writing for Bloomberg News, reported that two
banker groups sued the U.S. challenging rules that require
financial institutions to report information on accounts held by
nonresident aliens that may be shared with 72 foreign governments.

According to the Bloomberg report, the Texas Bankers Association
and the Florida Bankers Association, in a lawsuit filed against
the Treasury Department and the Internal Revenue Service in
federal court in Washington, said the rules are discouraging
investment in the U.S. by nonresidents who fear their information
may be shared with the governments of countries including Egypt,
Pakistan and Venezuela.

The case is Florida Bankers Association v. U.S. Department of
Treasury, 13-cv-00529, U.S. District Court, District of Columbia
(Washington).


* Cantor Fitzgerald Gets Hedge Fund Investors' Claims Pared
-----------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a federal judge
in Louisiana on Wednesday granted most of Cantor Fitzgerald &
Co.'s request to dismiss claims it was involved in stiffing
investors in now-bankrupt hedge funds, except an allegation for
aiding and abetting a breach of fiduciary duty, but Commonwealth
Advisors -- which managed the nine hedge funds from where millions
of dollars in investors' money was shifted into a consolidated
debt obligation -- and fund manager Walter Morales are still on
the hook.


* DLA Piper Settles Fee Suit After Release of E-mails
-----------------------------------------------------
Christine Simmons, writing for New York Law Journal, reported that
DLA Piper's public feud with an ex-client who alleged the firm
overbilled him has been quietly resolved, a month after the client
released headline-grabbing internal emails by DLA attorneys who
discussed a "churn that bill, baby" approach to billing.

According to the report, Adam Victor reached a settlement with the
firm this week, said Larry Hutcher, a partner at Davidoff Hutcher
& Citron who represents Victor. Hutcher declined to discuss the
terms of the settlement. Attorneys for the parties filed a
stipulation of discontinuance.

The report related that Victor exposed the emails obtained in
discovery in response to a lawsuit brought by DLA claiming Victor
owed the firm $679,000 in legal fees. DLA was hired in April 2010
by Project Orange Associates, which was owned by Victor, to handle
its bankruptcy. The firm was later disqualified due to a conflict,
but DLA said Victor requested that the firm represent him
personally. Victor claimed the emails, in which one attorney
writes "That bill shall know no limits," were evidence of
overbilling.  DLA, in a statement released after the emails became
public, said the emails "were in fact an offensive and inexcusable
effort at humor, but in no way reflect actual excessive billing."

A DLA representative did not respond to a request for comment on
the settlement, according to the report.  Jeffrey Schreiber, a
partner at Meister Seelig & Fein, and James Ulwick, a principal at
Baltimore firm Kramon & Graham, who represent DLA in the fee
matter, also did not return calls for comment.


* Fifth Third Defies Trend with Loan Growth
-------------------------------------------
Matthias Rieker, writing for The Wall Street Journal, reported
that Fifth Third Bancorp surprised investors with stronger-than-
expected lending revenue, bucking an industry-wide decline that
has plagued banks this year.  Other banks reporting Thursday saw
weak loan growth, but BB&T Corp. and KeyCorp beat analysts' profit
forecasts thanks largely to cost-cutting.  Fifth Third's profit
fell 2%, to $422 million. Per-share earnings of 46 cents beat
analyst estimates by 7 cents. Revenue shrank 2.2%, to $1.64
billion. Expenses remained flat from a year earlier but fell 16%
from the fourth quarter, to $978 million.


* Regulators Worry Mortgage REITs Pose Threat to Financial System
-----------------------------------------------------------------
Deborah Solomon, writing for The Wall Street Journal, reported
that a panel of top financial regulators is targeting mortgage
real-estate investment trusts as a potential risk to the U.S.
financial system, the latest example of Washington's growing
concern with market bubbles.

According to the WSJ report, next week, the Financial Stability
Oversight Council, a panel comprising the top U.S. financial
regulators, is expected to cite mortgage REITs as a source of
market vulnerability in its annual report, according to people
familiar with the matter, a distinction that could set the stage
for stricter oversight of the industry.

WSJ related that eager to avoid the mistakes of the past,
regulators are attempting to identify overly frothy activity
before it poses problems. Even though the economy continues to
recover only slowly, regulators see potential bubbles forming in a
range of financial markets, in part because of the Federal
Reserve's easy-money policies, which have driven interest rates to
near-record lows and prompted investors to seek higher returns
elsewhere.

Mortgage REITs, which are publicly traded financial companies that
borrow funds to invest in real-estate debt, have seen their assets
quadruple to more than $400 billion since 2009, the WSJ report
noted.  They differ from traditional REITs in that they invest in
mortgage debt, rather than actual real-estate like office
buildings or shopping malls. The firms take advantage of
inexpensive, short-term borrowing to buy mortgage securities
backed by Fannie Mae FNMA +1.01% and Freddie Mac, FMCC +1.32% and
offer returns to investors of as much as 15%.

They join leveraged loans and money-market mutual funds as areas
of risk cited by officials, the WSJ report said.  Three Federal
Reserve officials have singled out mortgage REITs in recent weeks,
saying the industry merits watching.


* S&P Early Victory in U.S. Fraud Suit Seen as Unlikely
-------------------------------------------------------
Edvard Pettersson & David McLaughlin, writing for Bloomberg News,
reported that McGraw-Hill Cos.'s Standard & Poor's unit is set to
take its first stab at fending off the U.S. Justice Department's
allegations that the company's mortgage-backed securities ratings
were fraudulent.

According to the Bloomberg report, the largest U.S. rating company
by revenue faces an April 23 deadline to file its response in
federal court in Santa Ana, California. Justice Department
officials said when the complaint was filed in February that S&P
could face more than $5 billion in civil penalties based on losses
by federally insured financial institutions that relied on S&P's
ratings.

"They won't get the entire complaint dismissed at this stage,"
John Hueston, a former federal prosecutor now at Irell & Manella
LLP in Los Angeles, said in a phone interview with Bloomberg. "At
best, a part of it might get dismissed."

S&P can't support its request to dismiss the case by supplying
evidence to contradict the allegations, Hueston further told
Bloomberg.  It can only argue that the Justice Department will
never be able to prove its civil fraud claims even if all the
facts alleged in the complaint are true, the lawyer said.

S&P may argue that the government hasn't been specific enough in
its fraud allegations as required by law, Hueston said, according
to Bloomberg. Even if U.S. District Judge David Carter were to
agree with S&P, the judge most likely would allow the government
to file a new complaint to address such failings, he said.

The case is U.S. v. McGraw-Hill, 13-00779, U.S. District Court,
Central District of California (Santa Ana).


* S&P Seeks Dismissal of U.S. Civil Suit Over Mortgage Debt Rating
------------------------------------------------------------------
Luciana Lopez and Aruna Viswanatha, writing for Reuters, reported
that Standard & Poor's asked a federal judge on Monday to dismiss
a U.S. Justice Department civil suit against the rating agency,
arguing the government's case is based on vague statements that
cannot be used to prove fraud.

According to the Reuters report, in a $5 billion suit, the U.S.
government accused the rating agency of issuing inflated ratings
on faulty products to drum up business before the financial
crisis, despite company statements that its ratings were
objective.

Reuters related that S&P has vociferously defended itself in
public since the case was filed in February in U.S. District Court
in Los Angeles, denouncing the lawsuit as meritless and accusing
the government of cherry-picking emails to misconstrue what its
analysts did.

The rating agency has also moved to consolidate in federal court a
series of parallel lawsuits more than a dozen states have filed
against it, Reuters added.

In the Monday filing, S&P said the government cannot prove the
company engaged in fraud, adding that the banks that packaged the
structured finance deals themselves are ill-suited to being
portrayed as victims of too-lax ratings, Reuters further related.

"From start to finish, the Complaint overreaches in targeting S&P,
a rating agency that did not create, issue, sell or receive any
interest in any security at issue in the case," lawyers for the
ratings firm, which is owned by McGraw-Hill Companies Inc (MHP.N),
said in the filing, Reuters cited.


* SEC Set to Fill Key Post
--------------------------
Jean Eaglesham, writing for The Wall Street Journal, reported that
Securities and Exchange Commission Chairman Mary Jo White this
week is expected to appoint one of her longtime lieutenants,
Andrew Ceresney, as her enforcement chief, according to a person
close to the agency.

According to the WSJ report, the announcement could come as soon
as Monday, the person said.  Mr. Ceresney declined to comment
Sunday, WSJ said.

WSJ related that the appointment, which has been expected, will be
the first significant move by Ms. White, who was confirmed as head
of the SEC, the nation's top securities regulator, earlier this
month.  The new team she is assembling will have to decide its
enforcement priorities at a time when the number of cases is
expected to fall, according to people familiar with the matter,
WSJ further related.

The agency is expected to file most of its outstanding cases
related to the 2008 financial crisis by the end of this year, the
people said, WSJ added.


* FASB Issues Standard on Liquidation Basis of Accounting
---------------------------------------------------------
The Financial Accounting Standards Board on April 22 issued an
Accounting Standards Update that improves financial reporting by
clarifying when and how public and private companies and not-for-
profit organizations should prepare statements using the
liquidation basis of accounting.  ASU No. 2013-07, Presentation of
Financial Statements (Topic 205): Liquidation Basis of Accounting,
is effective for interim and annual reporting periods beginning
after December 15, 2013, with early adoption permitted.

Liquidation is the process by which a company converts its assets
to cash or other assets and settles its obligations with creditors
in anticipation of ceasing all of its activities.  An organization
in liquidation must prepare its financial statements using a basis
of accounting that communicates information to users of those
financial statements to enable those users to develop expectations
about how much the organization will have available for
distribution to investors after disposing of its assets and
settling its obligations.

"Stakeholders have requested guidance on when and how to prepare
financial statements using the liquidation basis of accounting,"
stated FASB Chairman Leslie F. Seidman.  "This standard addresses
their concerns and reduces the diversity in practice that has
resulted in the reporting of these activities."

Under the new standard, an organization will be required to
prepare its financial statements using the liquidation basis of
accounting when liquidation is "imminent."  Liquidation is
considered imminent when the likelihood is remote that the
organization will return from liquidation and either (a) a plan
for liquidation is approved by the person or persons with the
authority to make such a plan effective and the likelihood is
remote that the execution of the plan will be blocked by other
parties or (b) a plan for liquidation is being imposed by other
forces (for example, involuntary bankruptcy).  In cases where a
plan for liquidation was specified in the organization's governing
documents at inception (for example, limited-life entities), the
organization should apply the liquidation basis of accounting only
if the approved plan for liquidation differs from the plan for
liquidation that was specified in the organization's governing
documents.

The Update requires financial statements prepared using the
liquidation basis to present relevant information about a
company's resources and obligations in liquidation, including the
following:

-- The organization's assets measured at the amount of the
expected cash proceeds from liquidation.  Included in its
presentation of assets should be any items it had not previously
recognized under U.S. generally accepted accounting principles
(GAAP) for entities not in liquidation but that it expects to
either sell in liquidation or use in settling liabilities (for
example, trademarks).

-- The organization's liabilities as recognized and measured in
accordance with the guidance in other Topics that applies to those
liabilities.  Importantly, the organization should not anticipate
that it will be released from having to pay those liabilities.

-- Accrual of the costs it expects to incur and the income it
expects to earn during liquidation, including any anticipated
disposal costs.

The final standard and a FASB in Focus document explaining the
standard are available at www.fasb.org.

          About the Financial Accounting Standards Board

Since 1973, the Financial Accounting Standards Board --
http://www.fasb.org-- has been the designated organization in the
private sector for establishing standards of financial accounting
and reporting. Those standards govern the preparation of financial
reports and are officially recognized as authoritative by the
Securities and Exchange Commission and the American Institute of
Certified Public Accountants. Such standards are essential to the
efficient functioning of the economy because investors, creditors,
auditors, and others rely on credible, transparent, and comparable
financial information.


* Bankruptcy Lawyer Leonard H. Simon Named Top Attorney in TX
-------------------------------------------------------------
American Registry, LLC on April 22 disclosed that Leonard H.
Simon, a Texas-based lawyer who practices Bankruptcy &
Creditor/Debtor Rights Law has been named a top attorney in Texas.

The 2013 list of top rated attorneys in TX as published in the
March, 2013 issue of Martindale-Hubbell includes Leonard H. Simon
of Houston, TX for the practice of Bankruptcy & Creditor/Debtor
Rights Law.  This distinction is given to only a very small
percentage of Houston's attorneys each year.

Attorneys are only considered for inclusion in the list of top
rated attorneys if they have attained a high degree of peer
recognition and professional achievement across 12 indicators.
Lawyers cannot buy their way onto the list.

Leonard H. Simon commented on the recognition: "TX has so many
excellent lawyers, it is an honor to be included in Martindale-
Hubbell's list of top rated attorneys for 2013.  I am grateful to
my peers for their nomination."

Mr. Simon has handled numerous large chapter 11 debtor cases and
has represented secured creditors, unsecured creditors, creditors'
committees and trustees in large chapter 11 cases over the years.
Mr. Simon is also a commercial litigator, having first-chaired 6
complex commercial litigation cases that have been tried to a jury
verdict.  Finally, Mr. Simon has acted as lead counsel in numerous
appeals in the federal and state system, including the U.S.
Supreme Court, where he argued the famous bankruptcy case, Timbers
of Inwood, and won in a unanimous decision.

Following the announcement of Mr. Simon's selection for
Martindale-Hubbell's list of top attorneys in TX, American
Registry seconded the honor and added Leonard H. Simon to The
Registry(TM) of Business Excellence.  American Registry, LLC,
recognizes excellence in top businesses and professionals. For
more information, search The Registry(TM) at
http://www.americanregistry.com

Contact Information:

          Leonard H. Simon, Esq.
          Telephone: 713-528-8555
          E-mail: lsimon@pendergraftsimon.com
          Web site: http://www.pendergraftsimon.com


* Jackson Walker Picks Up 2 Bankruptcy Pros in Dallas
-----------------------------------------------------
Jackson Walker L.L.P. has significantly expanded its Bankruptcy
practice with the addition of partners Michael S. Held from Hunton
& Williams L.L.P. and Monica S. Blacker from Andrews Kurth LLP.
Mr. Held and Ms. Blacker bring significant experience and
expertise to the firm, adding strength to a practice group
distinguished by its sophisticated, solution?oriented approach to
serving clients in all types of bankruptcy and workout matters.

"We are delighted to have Mike and Monica as part of our team,"
said Jackson Walker partner Bruce Ruzinsky, who heads the firm's
Bankruptcy practice. "They are not only two excellent lawyers, but
lawyers who have seen their bankruptcy and workout practice grow
and thrive during good times and bad."

For over 22 years, Michael S. Held has represented a wide range of
parties in out?of?court workouts and in?court restructurings,
liquidations and contested matters. He has substantial experience
representing creditors (both secured and unsecured), creditors'
committees, debtor?in?possession lenders, acquisition entities,
Chapter 11 debtors, and both plaintiffs and defendants in
contested matters. Mr. Held has also worked extensively with
landlords and REITs in real estate? and retail?related bankruptcy
matters.

Because many of Mr. Held's clients are either regional or national
clients with Texas legal issues, Jackson Walker was a particularly
good fit for his practice.

"Jackson Walker is known for having quality lawyers and a great
Texas presence," said Mr. Held. "This firm gives me a platform
that allows me to pursue my practice in a Texas way and at Texas
rates."

Ms. Blacker represents debtors, secured and unsecured creditors,
and creditors' committees in Chapter 11 bankruptcy proceedings and
lenders in out?of?court restructurings. One of Ms. Blacker's most
recent deals was named a "Chapter 11 Real Estate Reorganization of
the Year" winner by The M&A Advisor. In that transaction, she led
a team at Andrews Kurth that represented the special servicer in a
Chapter 11 proceeding involving a $475 million secured note. In
recent years, Ms. Blacker has gained particular expertise in
representing servicers and special servicers on behalf of trustees
in commercial mortgage?backed securities (CMBS) transactions.

Ms. Blacker said she was drawn to Jackson Walker's collegial
culture and looks forward to working as part of the team. "Jackson
Walker has a great reputation in Texas," she said. "I felt like
this was a great opportunity for business development, especially
working with Mike, since our practices are very complementary."

Both attorneys will practice in the firm's Dallas office.

Jackson Walker L.L.P. has 125 years of experience in providing
legal counsel to clients throughout Texas, the United States and
internationally. The firm provides a strong regional base of more
than 340 attorneys in Austin, Dallas, Fort Worth, Houston, San
Angelo, San Antonio and Texarkana.


* Leonard H. Simon Gets Martindale-Hubbell AV Preeminent Rating
---------------------------------------------------------------
Martindale-Hubbell, a division of LexisNexis(R), has confirmed
that attorney Leonard H. Simon still maintains the AV Preeminent
Rating, Martindale-Hubbell's highest possible rating for both
ethical standards and legal ability, even after first achieving
this rating in 1984.

For more than 130 years, lawyers have relied on the Martindale-
Hubbell AV Preeminent(R) rating while searching for their own
expert attorneys.  Now anyone can make use of this trusted rating
by looking up a lawyer's rating on Lawyers.com or martindale.com.
The Martindale-Hubbell(R) AV Preeminent(R) rating is the highest
possible rating for an attorney for both ethical standards and
legal ability.  This rating represents the pinnacle of
professional excellence.  It is achieved only after an attorney
has been reviewed and recommended by their peers -- members of the
bar and the judiciary.  Congratulations go to Leonard H. Simon who
has achieved the AV Preeminent(R) Rating from Martindale-
Hubbell(R).

Contact Information:

          Leonard H. Simon, Esq.
          Telephone: 713-528-8555
          E-mail: lsimon@pendergraftsimon.com
          Web site: http://www.pendergraftsimon.com



* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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