TCR_Public/130425.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, April 25, 2013, Vol. 17, No. 113

                            Headlines

2441 KILDARE: Case Summary & 4 Unsecured Creditors
5440 W. SAHARA: Case Summary & 9 Unsecured Creditors
A123 SYSTEMS: NEC Loses Bid for $1.5MM Reimbursement
ACL SEMICONDUCTORS: Amends 2012 Annual Report for Typos
ADCARE HEALTH: Gets NYSE MKT Listing Non-Compliance Notice

ADINO ENERGY: Incurs $977,000 Net Loss in 2012
AFA INVESTMENT: Cash Collateral Order Termination Date Tolled
AGRIPROCESSORS INC: Court Rules in Suits v. Twin City & Cohen
AGRIPROCESSORS INC: Luana Savings' Summary Judgment Bid Denied
AMBAC FINANCIAL: Interest Payment on Surplus Notes Disallowed

ALLY FINANCIAL: Declares Dividends on Preferred Stock
AMF BOWLING: Disclosure Hearing Postponed Until May
AMERICAN AIRLINES: AMR Reports Net Loss of $341MM in 1st Quarter
AMPAL-AMERICAN: New Trustee Seeks Conversion to Chapter 7
API HEAT: S&P Assigns 'B' Corporate Credit Rating; Outlook Stable

ARRHYTHMIA RESEARCH: Gets NYSE MKT Listing Non-Compliance Notice
ARCAPITA BANK: June 18 Hearing on Motion to Fund EuroLog Expenses
ARETE INDUSTRIES: Causey Demgen & Moore Raises Going Concern Doubt
ASPEN GROUP: Raised $600,000 From Units Sale
ASSOCIATED MATERIALS: Moody's Rates $100MM Senior Notes 'Caa1'

ASSOCIATED MATERIALS: S&P Revises Outlook & Affirms 'B-' CCR
ATLANTIC COAST: Opposing Directors Deny Relationship with Albury
AUTO CARE MALL: Court Dismisses Chapter 11 Case
BIOVEST INT'L: Sets May 31 Hearing on Prepackaged Plan
BIOZONE PHARMACEUTICALS: Sells $800,000 Worth of Units

BLITZ USA: Acquisition Debtors to Hire Young Conaway as Counsel
BROADWAY FINANCIAL: Brenda Battey Okayed as New CFO
BUENA VISTA: Moody's Rates Proposed $220MM Senior Notes 'Caa2'
CAESARS ENTERTAINMENT: New Entity No Impact on Moody's Caa2 CFR
CCC INFORMATION: Debt Amendments No Impact on Moody's B3 CFR

CCM MERGER: Loan Repricing No Impact on Moody's 'B3' CFR
CENTRAL EUROPEAN: UST Opposes Early Stock-Sale Approval
CENTRAL EUROPEAN: Initial Results of Reverse Dutch Auction
CENTRAL EUROPEAN: $5MM Offer to Existing Stockholders Withdrawn
CEREPLAST INC: Incurs $30.2 Million Net Loss in 2012

CEVA GROUP: Receives Tenders & Consents to Amend Indentures
CHINA ENERGY: PwC Zhonn Tian Raises Going Concern Doubt
CHINA HYDROELECTRIC: Net Capital Deficit Cues Going Concern Doubt
CIRCUIT CITY: Hilco Streambank Selling Trademarks, Domain Names
CLEARWIRE CORP: Crest Files Revised Proxy Statement on Merger

CPI CORP: Delays Fiscal 2013 Annual Report for Lack of Resources
CROWN POINT COUNCIL: Court to Review Jurisdiction in "Brown" Suit
DAVIS HEALTH: Liquidity Drop Cues Moody's to Lower Rating to B2
DEWEY & LEBOEUF: Insurer XL and Davis Settle for $19.5MM
DUFF & PHELPS: S&P Gives B Issuer Credit Rating; Outlook Stable

EAGLE RECYCLING: Case Summary & 20 Largest Unsecured Creditors
EASTMAN KODAK: Brother to Buy Document Imaging Bus. for $210MM
EVERGREEN OIL: Waste Oil Collector Set for June 24 Auction
ENTERTAINMENT PUBLICATIONS: Fetches $17.6 Million at Auction
FIBERTOWER NETWORK: Court OKs Changes to Cash Collateral Order

FIBERTOWER NETWORK: Administrative Claims Bar Date Set for May 31
FIRST SECURITY: EJF Capital Held 9.7% Equity Stake at April 12
FIRSTPLUS FINANCIAL: Dallas Judge Affirms Plan Confirmation
FISKER AUTO: Execs, DoE Officer Appear at House Committee Hearing
FONTAINEBLEAU LAS VEGAS: Spiegelworld Wins Favorable Ruling

FREESEAS INC: Incurs $30.8 Million Net Loss in 2012
GGW BRANDS: Trustee Sues Founder Joe Francis
GLOBALSTAR INC: Forbearance with Noteholders Extended to April 29
GMX RESOURCES: Creditors Balk at $2-Mil. Fee for Banker
GREYSTONE LOGISTICS: Reports $174,000 Net Income in Feb. 28 Qtr.

HAMPTON CAPITAL: Court Clears Firm to Auction Equipment
HAMPTON ROADS: S. Levensalor Rejoins as Gateway Bank as V-Pres.
HAYDEL PROPERTIES: Can Hire Cameron Bell as Real Estate Broker
HIGH PLAINS: Director Quits to Protest Change in Leadership
HILAND PARTNERS: Moody's Rates $150-Mil. Senior Notes 'B3'

HILAND PARTNERS: S&P Retains 'B-' Rating After $150MM Note Add-On
HOA RESTAURANT: Weak Performance Cues Moody's to Cut CFR to Caa1
HOSTESS BRANDS: New Twinkies Owner Separates Itself From Union
HOVNANIAN ENTERPRISES: S&P Raises CCR to 'B-'; Outlook Stable
HOWREY LLP: Judge OKs Unfinished Business Settlements

INFINITY AUGMENTED: Incurs $703,000 Net Loss in Feb. 28 Qtr.
INSPIREMD INC: Samuel Isaly Held 6.9% Stake at April 10
INSPIREMD INC: Closes $25 Million Underwritten Public Offering
J.C. PENNEY: Talent Chief and CFO Resign From Posts
JACOBS FINANCIAL: Incurs $464,000 Net Loss in Feb. 28 Quarter

KEY SAFETY: Moody's Assigns Ba2 Rating to $470MM Debt Facility
KIT DIGITAL: Peter Heiland Held 7.7% Stake as of April 16
KIT DIGITAL: Prescott Group Held 9.8% Equity Stake at April 16
LDK SOLAR: Incurs $514.7 Million Net Loss in Fourth Quarter
LEE ENTERPRISES: Revenue Down 2.4% in Fiscal Qtr. Ended March 31

LEHMAN BROTHERS: Holdings Opposes LBI Settlement With Bankhaus
LEHMAN BROTHERS: LBSF Sues Federal Home for Breach of Contract
LEHMAN BROTHERS: Australia Unit Seeks OK of Settlement
LEHMAN BROTHERS: European Creditors May Be Repaid in Full
LIN TELEVISION: Moody's Raises Corp. Family Rating to 'B1'

LINEAGE LOGISTICS: S&P Retains 'B' Rating After Loan Upsize
LOCAL SERVICE: No Quick Appeal on District Court's Ruling
MAXCOM TELECOMUNICACIONES: Supplement 5 to Purchase Offer
METROPCS COMMS: S&P Keeps 'B+' Corp. Credit Rating on CreditWatch
MF GLOBAL: Seeks Approval of New Plan Provision to Create Trust

MF GLOBAL: Obtains Ruling Expunging Coe's $35-Mil. Claim
MF GLOBAL: Sues 3 Red Trading, et al. Over Non-Payment of Loan
MISSION NEWENERGY: To Sell Biodiesel Refinery for $11.5 Million
MONITOR COMPANY: Files List of Contracts & Leases
MORGAN'S FOODS: Andrew Shpiz Owned 26.4% Stake at April 12

MUSCLEPHARM CORP: Amends Prospectuses to Update Financials
NORD RESOURCES: Ross Beaty Owned 30.4% Equity Stake at April 18
OMEGA NAVIGATION: Cash Collateral Hearing Continued to May 13
OTELCO INC: Hires Chapter 11 Professionals
OVERSEAS SHIPHOLDING: Stock Ownership Guidelines Modified

PACIFIC BEACON: Fitch Affirms 'BB' Rating on Class III Bonds
PAL FAMILY TRUST: Dismissal of Chapter 7 Case Upheld
PEDEVCO CORP: Has $8.5-Mil. Restated Net Loss in Q3 2012
PEDEVCO CORP: Files Amendment to 2012 Annual Report
PEMCO WORLD AIR: Chapter 11 Plan Confirmed

PHOENIX COS: Commences Consent Solicitation on 7.45% Bonds
PLAYPOWER INC: Weak Revenues Prompt Moody's to Lower CFR to Caa2
PROMMIS HOLDINGS: Hires Huron Consulting as Financial Advisors
PROMMIS HOLDINGS: Employs Kirkland & Ellis as Attorneys
PROMMIS HOLDINGS: Hires Womble Carlyle as Restructuring Counsel

PUBLIC SERVICE ENTERPRISE: S&P Ups Preferred Stock Rating From BB+
REALOGY GROUP: Moody's Rates Proposed $450MM Sr. Notes 'Caa2'
REALOGY GROUP: S&P Assigns 'B-' Rating on $450MM Senior Notes
REX ENERGY: S&P Retains 'B-' Rating on 8.875% Sr. Unsecured Notes
RITE AID: Michel Coutu Quits as Director

ROTECH HEALTHCARE: 3 Members Appointed to Creditors Committee
SCHOOL SPECIALTY: Committee Objects to Disclosure Statement
SCHOOL SPECIALTY: Can Borrow Additional $10MM From U.S. Bank
SEA VILLAGE: N.J. Court Won't Hear Suit Over Dockage Fees
SHOTWELL LANDFILL: Case Summary & 13 Largest Unsecured Creditors

SOLAR POWER: Incurs $25.4 Million Net Loss in 2012
SPRINT INDUSTRIAL: Moody's Gives First-Time B3 Corp. Family Rating
SPRINT INDUSTRIAL: S&P Gives B CCR & Rates 1st Lien Loan B+
SPECTRASCIENCE INC: McGladrey LLP Raises Going Concern Doubt
SPRINT NEXTEL: SoftBank Held 16.4% of Series 1 Shares at April 12

SPRINT NEXTEL: Amendment No.4 to Rule 13E-3 Transaction Statement
SS&C TECHNOLOGIES: S&P Raises Sr. Secured Debt Rating to 'BB'
STONE ROSE: Case Summary & 20 Largest Unsecured Creditors
STEREOTAXIS INC: Fails to Comply with $15MM Market Value Rule
SUNSTATE EQUIPMENT: S&P Raises Corporate Credit Rating to 'B+'

SYNAGRO TECHNOLOGIES: Files for Ch. 11 With Plans to Sell
TARGETED MEDICAL: Form S-1 Registration Statement Cleared by SEC
THERMASYS CORP: Moody's Assigns 'B1' Rating to New $300MM Debt
TIGER MEDIA: Reports $8.7 Million Net Profit in 2012
TRANS ENERGY: Presented at IPAA'S OGIS New York Conference

TRANS ENERGY: Amends Q2 and Q3 2012 Quarterly Reports
UNDERGROUND ENERGY: Fails to File 2012 Audited Financials
UNI-PIXEL INC: Sets Q1 2013 Conference Call for April 30
UNI-PIXEL INC: Priced $38.2MM Public Offering of Common Stock
UNILAVA CORP: Amends 2012 Annual Report to Add Exhibit

US AIRWAYS: S&P Rates $199.518MM Class B Pass-Through Certs 'B+'
W.R. GRACE: Reports $52.9-Mil. Net Income in First Quarter
W.R. GRACE: Bonuses Approved, Appeal Heard June 17
WINSTAR COMMS: Court Grants Class Certification in Securities Suit

* Fitch Says Improved U.S. Bank 1Q Results Hard to Sustain
* Moody's Notes Weak Protection for Private Equity Sponsors
* Moody's Sees Big Growth Opportunity in US Cable Sector

* Foreign Buyers Prop Up Deal Activity in U.S. Oil & Gas Sector
* Total Consumer Debt in Canada Rises in March, Equifax Reports
* WSJ Says 19 Ch.11 Cases Kept Details of Insider Pay Secret

* Supreme Court to Decide on Individual Retirement Account

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

2441 KILDARE: Case Summary & 4 Unsecured Creditors
--------------------------------------------------
Debtor: 2441 Kildare, LLC
        1312 West North Avenue
        Chicago, IL 60642

Bankruptcy Case No.: 13-16498

Chapter 11 Petition Date: April 19, 2013

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Donald R. Cassling

Debtor's Counsel: Mohammed O. Badwan, Esq.
                  SULAIMAN LAW GROUP, LTD
                  900 Jorie Boulevard, Suite 150
                  Oak Brook, IL 60523
                  Tel: (630) 575-8181
                  E-mail: mbadwan@sulaimanlaw.com

Scheduled Assets: $1,720,095

Scheduled Liabilities: $1,719,763

A copy of the Company's list of its four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ilnb13-16498.pdf

The petition was signed by Karol Hlavac, managing member.


5440 W. SAHARA: Case Summary & 9 Unsecured Creditors
----------------------------------------------------
Debtor: 5440 W. SAHARA, LLC
        5440 W. Sahara Avenue, Third Floor
        Las Vegas, NV 89146

Bankruptcy Case No.: 13-13411

Chapter 11 Petition Date: April 19, 2013

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Antony M. Santos, Esq.
                  A.M. SANTOS LAW, CHTD.
                  5440 W. Sahara Avenue, 3rd Floor
                  Las Vegas, NV 89146
                  Tel: (702) 749-4594
                  Fax: (702) 543-4855
                  E-mail: tony@amsantoslaw.com

Scheduled Assets: $3,737,005

Scheduled Liabilities: $2,035,032

A copy of the Company's list of its nine largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nvb13-13411.pdf

The petition was signed by Shawn Wright, secretary.


A123 SYSTEMS: NEC Loses Bid for $1.5MM Reimbursement
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that A123 Systems Inc., now known as B456 Systems Inc.
following the sale of its assets, won't need to pay the Tokyo-
based electronics maker NEC Corp. $1.5 million for participating
in the auction process.

According to the report, NEC claimed it qualified for partial
reimbursement of expenses in preparation for bidding at the
auction in December because it helped raise the price by
$100 million above the opening bid from Johnson Controls Inc.
Most of the assets were sold for $256.6 million in January to
China's Wanxiang Group Corp.

The official committee opposed, contending that A123, as the
company was then named, didn't exercise proper business judgment
in agreeing to the reimbursement.  The company changed its name to
B456 once the sale was completed.

Creditors are voting on the liquidating Chapter 11 plan in
anticipation of a May 20 confirmation hearing for approval of the
plan.  The plan is intended for holders of $143.8 million in
subordinated notes to receive a recovery of 36.3 percent.  If
B456 reduces claims to amounts the company contends is correct,
the recovery on the subordinated notes will rise to 62.9 percent,
according to the disclosure statement.  General unsecured
creditors, who previously were said to have $124 million in
claims, would have roughly the same recovery.

                       About A123 Systems

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

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

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

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

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


ACL SEMICONDUCTORS: Amends 2012 Annual Report for Typos
-------------------------------------------------------
ACL Semiconductors Inc. has amended its annual report on Form 10-K
for the fiscal year ended Dec. 31, 2012, which was filed with the
U.S. Securities and Exchange Commission on April 16, 2013, to
amend and restate its Index to Exhibits and XBRL (eXtensible
Business Reporting Language) interactive data files in order to
correct certain typographical errors included in the Original
Filing.  A copy of the Amended Annual Report is available for free
at http://is.gd/hpcoue

Kowloon, Hong Kong-based ACL Semiconductors Inc. is a China-based
distributor of semiconductor components in Hong Kong and Southern
China.  Starting April 1, 2012, ACL is distributing Samsung's
semiconductor and LCD products through ATMD, a newly established
joint venture with Tomen Devices.

ACL Semiconductors reported a net loss of US$4.86 million in 2012,
as compared with a net loss of US$1.70 million in 2011.  The
Company's balance sheet at Dec. 31, 2012, showed US$35.66 million
in total assets, US$36.98 million in total liabilities, and $1.31
million total stockholders' deficit.

"For the year ended December 31, 2012, the Company has generated
revenue of $161,385,167 and has incurred an accumulated deficit
$3,539,251.  These financial statements do not include any
adjustments relating to the recoverability and classification of
recorded asset amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a
going concern.  These factors noted above raise substantial doubts
regarding the Company's ability to continue as a going concern."


ADCARE HEALTH: Gets NYSE MKT Listing Non-Compliance Notice
----------------------------------------------------------
AdCare Health Systems, Inc. on April 23 disclosed that, on
April 17, 2013, the Company received a deficiency letter from NYSE
MKT LLC indicating that the Exchange has determined that the
Company is not in compliance with Sections 134 and 1101 of the
Exchange's Company Guide due to the Company's failure to timely
file its Annual Report on Form 10-K for the year ended Dec. 31,
2012 with the Securities and Exchange Commission.  In addition,
the Exchange asserted that the Company's failure to timely file
its Annual Report on Form 10-K is a material violation of its
listing agreement with the Exchange and, therefore, pursuant to
Section 1003(d) of the Company Guide, the Exchange is authorized
to suspend, and unless prompt corrective action is taken, remove
the Company's securities from the Exchange.  Pursuant to the
Exchange's rules, the Company has until May 1, 2013 to submit a
plan advising the Exchange of actions it has taken, or will take,
that would bring the Company back into compliance with Sections
134 and 1101 of the Company Guide by no later than July 16, 2013.

If the Company does not submit a plan, or if the plan is not
accepted, it will be subject to delisting proceedings.
Furthermore, if the plan is accepted, but the Company is not in
compliance with the continued listing standards of the Company
Guide by July 16, 2013, or if the Company does not make progress
consistent with the plan during the period specified in the plan,
the Exchange will initiate delisting proceedings as appropriate.

The Company expects to submit a plan to the Exchange by that date
advising the Exchange of actions it has taken, or will take, that
would bring the Company back into compliance with the Company
Guide by no later than July 16, 2013.  The Exchange will evaluate
the plan and determine whether the Company has made a reasonable
demonstration in the plan of an ability to regain compliance with
the applicable continued listing standards by July 16, 2013, in
which case the plan will be accepted and the Company will have
until July 16, 2013 to regain compliance with the continued
listing standards.

                   About AdCare Health Systems

AdCare Health Systems, Inc. (NYSE MKT:ADK) (Nyse Mkt:ADK.PRA) --
http://www.adcarehealth.com-- is a provider of senior living and
health care facility management.  The Company owns and manages
long-term care facilities and retirement communities, and since
the Company's inception in 1988, its mission has been to provide
the highest quality of healthcare services to the elderly through
its operating subsidiaries, including a broad range of skilled
nursing and sub-acute care services.


ADINO ENERGY: Incurs $977,000 Net Loss in 2012
----------------------------------------------
Adino Energy Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $977,253 on $0 of total revenues for the year ended
Dec. 31, 2012, as compared with a net loss of $1.31 million on $0
of total revenues for the year ended Dec. 31, 2011.

Adino Energy's balance sheet at Dec. 31, 2012, showed $69,763 in
total assets, $1.03 million in total liabilities and $970,120
total shareholders' deficit.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and
maintains a working capital deficit.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                        http://is.gd/da3HO8

                         About Adino Energy

Based in Houston, Texas, Adino Energy Corporation (OTC BB: ADNY)
-- http://www.adinoenergycorp.com/-- through its wholly owned
subsidiary Intercontinental Fuels, LLC, specializes in fuel
terminal operations for retail, wholesale, and governmental
suppliers.


AFA INVESTMENT: Cash Collateral Order Termination Date Tolled
-------------------------------------------------------------
AFA Investment Inc., et al., and the second lien agent agreed to
further extend the termination date under the Interim Cash
Collateral Order through May 2, 2013.

                          About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
The Company had five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA had seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings (BLBT) affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson &
Corroon LLP serves as co-counsel.  The Committee also obtained
approval to retain J.H. Cohn LLP as its financial advisor, nunc
pro tunc to April 13, 2012.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.


AGRIPROCESSORS INC: Court Rules in Suits v. Twin City & Cohen
-------------------------------------------------------------
Before an Iowa bankruptcy court are cross motions for summary
judgment in separate adversary complaints commenced by Joseph E.
Sarachek, in his capacity as Chapter 7 Trustee of Agriprocessors,
Inc., against Twin City Poultry and its president Tzvi "Steve"
Cohen:

     (1) JOSEPH E. SARACHEK, in his capacity as CHAPTER 7
         TRUSTEE of Agriprocessors Inc., Plaintiff, v. TWIN CITY
         POULTRY, Defendant, Adv. Proc. No. 10-09220, and

     (2) JOSEPH E. SARACHEK, in his capacity as CHAPTER 7
         TRUSTEE, Plaintiff, v. STEVE COHEN, Defendant, Adv.
         Proc. No. 10-09197.

Agriprocessors was in the Kosher meat business and TCP was a
Kosher meat product distributor.  The parties had a long
relationship, which started in 1985.  TCP started making loans to
the Debtor in the 1990s.  Mr. Cohen became TCP president in 2006.
The Debtor filed for bankruptcy in November 2008.

Under the complaints, the Trustee sought to recover:

  -- five payments, totaling $621,818, made from the Debtor to
     TCP within July 2007 to November 2007; and

  -- four payments, totaling $265,000, made from the Debtor to
     Mr. Cohen within February to March 2008.

TCP and Mr. Cohen argued that the payments retired short-term
loans and thus cannot be considered fraudulent transfers under
11 U.S.C. Sec. 548(a)(2).

In the TCP Complaint, the Trustee made a motion for partial
summary judgment limited to the question of whether TCP was an
insider subject to the one-year period for avoiding preferential
transfers under Sec. 547(b).

In response, TCP filed a resistance to the Trustee's Motion and a
Cross-Motion for Summary Judgment on both the Trustee's claims for
recovery: (1) preferential payment to an insider and (2)
fraudulent conveyance.  TCP asserted that undisputed facts show it
was not an insider subject to the one-year period for preference
claims.  TCP argued that the Trustee's preference claims fail as a
matter of law when properly limited to the non-insider, 90-day
preference period.  TCP also argued that even if the Trustee
established a preference to an insider, he cannot recover as a
matter of law because the transfers were a contemporaneous
exchange for value under Sec. 547(c).  Moreover, TCP argued the
Trustee's fraudulent conveyance claims under Sec. 548 fail as a
matter of law because TCP provided reasonably equivalent value for
all transfers Trustee seeks to set aside.

In an April 3, 2013 order, Bankruptcy Judge Thad J. Collins
concluded that TCP has shown that none of the five challenged
transfers could be recovered under Sec. 548(a)(2) as
constructively fraudulent as a matter of law.  It is undisputed
the Debtor received reasonably equivalent value on those
transfers, the judge said.  Because all but $71,818.81 in
transfers could only be recovered under a fraudulent conveyance
claim, that is the maximum amount of a preferential transfer that
could be recovered here as an "insider" preference, the judge
added.  The Court concluded there are genuine issues of fact of
the question of whether TCP was an insider.  The Court also found
there are genuine issues of fact on the question of whether the
single remaining transfer was a contemporaneous exchange of new
value entitling TCP to a complete defense under Sec. 547(c).

Accordingly, Judge Collins:

  -- denied the Trustee's Motion for Partial Summary Judgment as
     to TCP's insider status; and

  -- granted TCP's Motion for Summary Judgment on Trustee's
     fraudulent transfer claims but denied the motion in all other
     regards.

In the Cohen Complaint, the Trustee moved for partial summary
judgment on his claim of preferential transfers to an insider.
The Trustee argued that there is no genuine dispute of material
fact on the elements of his prima face case under Sec. 547(b).
Mr. Cohen resisted the Trustee's Motion for Summary Judgment,
particularly on the insider and insolvency requirements.  Mr.
Cohen also made his own Cross-Motion for Summary Judgment on all
of the Trustee's claims.  Mr. Cohen argued that the Trustee's
fraudulent conveyance claims under Sec. 548(a)(1)(B) fail as a
matter of law because the record is undisputed that he gave
reasonably equivalent value in exchange for payments he received.
Mr. Cohen also argued Trustee's preferential transfer claims fail
as a matter of law, asserting that the undisputed facts show that
the transfers he made to Debtor were contemporaneous exchanges for
new value, and/or that he gave subsequent new value as a matter of
law.  The Trustee responded to the cross-motion arguing Mr.
Cohen's arguments under Sec. 548 about reasonably equivalent value
should be rejected under the equitable doctrine of unclean hands.
The Trustee also argued that Mr. Cohen's defenses under Sec.
547(c) rely on disputed -- not undisputed -- facts.

In a separate April 3, 2013 order, Judge Collins held that "the
Trustee has demonstrated that it is not disputed that Debtor was
insolvent and that Mr. Cohen received more money than he would
have in a Chapter 7 liquidation.  Trustee's Motion for Partial
Summary Judgment is granted on those issues only.  The Trustee
moved for Partial Summary Judgment on the insider issue and that
portion of the Motion is denied because 'equivalent value' was
shown on the undisputed facts."

Accordingly, Judge Collins:

  -- granted the Trustee's Motion for Partial Summary Judgment
     with regard to the Debtor's insolvency and Mr. Cohen's
     improved position and denied as to Mr. Cohen's insider
     status; and

  -- granted Mr. Cohen's Motion for Summary Judgment on the
     Trustee's fraudulent transfer claims and denied on the
     preferential transfer claims.

A copy of Judge Collins' April 3, 2013 Order on the Twin City
Complaint is available at http://is.gd/kJzpOIfrom Leagle.com.

A copy of Judge Collins' April 3, 2013 Order on the Cohen
Complaint is available at http://is.gd/tpw9Ldfrom 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: Luana Savings' Summary Judgment Bid Denied
--------------------------------------------------------------
In the lawsuit JOSEPH E. SARACHEK, in his capacity as Chapter 7
Trustee of Agriprocessors Inc., Plaintiff v. LUANA SAVINGS BANK,
Defendant, Adv. Proc. No. 10-9234, the Trustee seeks to recover
$5,134,582.68 in preferential transfers under 11 U.S.C. Sec.
547(b).

The Trustee argues that Luana Savings Bank's allowance of very
large overdrafts that the Debtor paid back shortly thereafter were
short-term loans, and that the repayment by the Debtor of the
short-term loans created a preference.

The Bank moved for summary judgment, asserting that the undisputed
facts show that under a proper understanding of banking law and
customary banking practices, the transfers were not loan
repayments.  The Bank argues because there was no loan or debt,
the Trustee cannot show any of the transfers were on account of an
antecedent debt -- requirement for the Trustee to avoid transfers
under Sec. 547(b).  To the extent there is an antecedent debt and
possibility of recovery under Sec. 547(b), the Bank claims the
undisputed facts also establish its affirmative defenses -- that
the transfers were in the ordinary course of business under Sec.
547(c)(2)(A), were made according to ordinary business terms under
Sec. 547(c)(2)(B), and/or the Bank provided a contemporaneous
exchange for new value under Sec. 547(c)(1).1

The Bank also argues any claim by the Trustee to recover a setoff
under 11 U.S.C. Sec. 553 is barred by the statute of limitations.
The Bank asserts it was not pled by the Trustee within "2 years
after the entry of the order for relief."

The Trustee asserts there are genuine issues of material fact
which prevent summary judgment for the Bank.  In addition, the
Trustee asserts his preference arguments are consistent with
banking law.  The Trustee also claims his alternative Sec. 553
claim is not time barred and relates back to his original
Complaint.

While Bankruptcy Judge Thad Collins agrees with the Bank on key
questions of the law, he ultimately agrees with the Trustee that
there are a number of material factual disputes which prevent
summary judgment.  The judge also agrees with Trustee that the
Trustee's Sec. 5s53 claim relates back and is therefore not time
barred.  The Court, therefore, denies the Bank's summary judgment
motion.

A copy of Judge Collins's April 15, 2013 ruling is available at
http://is.gd/jnci8zfrom 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.


AMBAC FINANCIAL: Interest Payment on Surplus Notes Disallowed
-------------------------------------------------------------
The Commissioner of Insurance of the State of Wisconsin has
disapproved the requests of Ambac Assurance Corporation and the
Segregated Account of Ambac Assurance to pay accrued interest on
all outstanding Surplus Notes issued by Ambac Assurance and the
Segregated Account on the scheduled interest payment date of
June 7, 2013.

                       About Ambac Financial

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

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.

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

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

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

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

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

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


ALLY FINANCIAL: Declares Dividends on Preferred Stock
-----------------------------------------------------
The Ally Financial Inc.'s board of directors has declared
quarterly dividend payments for certain outstanding preferred
stock.  Each of these dividends were declared by the board of
directors on April 11, 2013, and are payable on May 15, 2013.

A quarterly dividend payment was declared on Ally's Fixed Rate
Cumulative Mandatorily Convertible Preferred Stock, Series F-2, of
approximately $134 million, or $1.125 per share, and is payable to
the U.S. Department of the Treasury.  A quarterly dividend payment
was also declared on Ally's Fixed Rate Cumulative Perpetual
Preferred Stock, Series G, of approximately $45 million, or $17.50
per share, and is payable to shareholders of record as of May 1,
2013.  Additionally, a dividend payment was declared on Ally's
Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A, of
approximately $22 million, or $0.53 per share, and is payable to
shareholders of record as of May 1, 2013.

Including the aforementioned dividend payments on the Series F-2
Preferred Stock, Ally will have paid a total of approximately $6
billion to the U.S. Treasury since February 2009.  This amount
includes preferred stock dividends, interest payments and proceeds
received by the U.S. Treasury in its sale of Ally trust preferred
securities.

                       About Ally Financial

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

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

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

                           *     *     *

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

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

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

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


AMF BOWLING: Disclosure Hearing Postponed Until May
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMF Bowling Worldwide Inc. may be in settlement
discussions with the official creditors' committee dissatisfied
with the Chapter 11 reorganization plan offering $300,000 to
unsecured creditors with $30 million to $35 million in claims.

The hearing for approval of the explanatory disclosure statement
was scheduled for April 30.  This week, without explanation, the
hearing was pushed back to May 13, according to the report.

The report relates that if the plan were approved in its current
form, unsecured creditors would have a recovery of about 1
percent.  AMF says there are very few assets not covered by
secured lenders' claims which exceed the value of the collateral.
The committee filed papers in bankruptcy court contending security
interests in some collateral is defective.  The plan is designed
to turn ownership over to senior secured lenders in exchange for
about $215 million in first-lien debt.

                    About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  The Company and several affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to
12-36508) on Nov. 12 and 13, 2012, after reaching an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process.  At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.

Debt for borrowed money totals $296 million, including
$216 million on a first-lien term loan and revolving credit,
and $80 million on a second-lien term loan.

Mechanicsville, Virginia-based AMF first filed for bankruptcy
reorganization in July 2001 and emerged with a confirmed
Chapter 11 plan in February 2002 by giving unsecured creditors
7.5% of the new stock.  The bank lenders, owed $625 million,
received a combination of cash, 92.5% of the stock, and $150
million in new debt.  At the time, AMF had over 500 bowling
centers.

Judge Kevin R. Huennekens oversees the 2012 case, taking over from
Judge Douglas O. Tice, Jr.  Patrick J. Nash, Jr., Esq., Jeffrey D.
Pawlitz, Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis
LLP; and Dion W. Hayes, Esq., John H. Maddock III, Esq., and Sarah
B. Boehm, Esq., at McGuirewoods LLP, serve as the Debtors'
counsel.  Moelis & Company LLC serves as the Debtors' investment
banker and financial advisor.  McKinsey Recovery & Transformation
Services U.S., LLC, serves as the Debtors' restructuring advisor.
Kurtzman Carson Consultants LLC serves as the Debtors' claims and
noticing agent.

Kristopher M. Hansen, Esq., Sayan Bhattacharyya, Esq., and
Marianne S. Mortimer, Esq., at Stroock & Stroock & Lavan LLP; and
Peter J. Barrett, Esq., and Michael A. Condyles, Esq., at Kutak
Rock LLP, represent the first lien lenders.

An ad hoc group of second lien lenders is represented by Lynn L.
Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran,
PLC; and Ben H. Logan, Esq., Suzzanne S. Uhland, Esq., and
Jennifer M. Taylor, Esq., at O'Melveny & Myers LLP.

The Official Committee of Unsecured Creditors retained Pachulski
Stang Ziehl & Jones LLP as its lead counsel; Christian & Barton,
LLP as its local counsel; and Mesirow Financial Consulting, LLC as
its financial advisors.


AMERICAN AIRLINES: AMR Reports Net Loss of $341MM in 1st Quarter
----------------------------------------------------------------
AMR Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $341 million on $6.09 billion of total operating revenues for
the three months ended March 31, 2013, as compared with a net loss
of $1.66 billion on $6.03 billion of total operating revenues for
the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $23.85
billion in total assets, $32.22 billion in total liabilities and a
$8.37 billion stockholders' deficit.

In the first quarter, AMR reported a net profit of $8 million,
excluding reorganization and special items, a $256 million
improvement compared to the prior-year period.

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

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

                        http://is.gd/Fg1VeT

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

                        http://is.gd/beAHNi

                      About American Airlines

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

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

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

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

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

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


AMPAL-AMERICAN: New Trustee Seeks Conversion to Chapter 7
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Michael Luskin, Ampal-American Israel Corp.'s newly
appointed Chapter 11 trustee says the reorganization of the
Israel-based company should be converted to liquidation in Chapter
7 or the Chapter 11 case dismissed.

According to the report, Mr. Luskin said there is no cash to cover
$4.5 million of expenses run up in the Chapter 11 case and no
committed financing to operate were it to succeed in winning court
approval for a reorganization plan.  There will be a hearing on
May 1 to consider converting the case to liquidation.

According to the report, Mr. Luskin believes the little remaining
cash should be used to sell the assets in Chapter 7 and continue
prosecution of claims and arbitrations that may bring in
additional cash.

The bankruptcy court required appointment of a trustee rather than
approve a request by the creditors' committee to name a chief
restructuring officer.

Mr. Luskin was selected as trustee on April 8.  Mr. Luskin is a
lawyer and partner with Luskin Stern & Eisler LLP in New York.

In February the bankruptcy judge approved disclosure materials
explaining a reorganization plan promulgated by the committee.
Mr. Luskin said there is no committed financing to support the
business were the plan approved.  The judge had ended Ampal's
exclusive plan-filing rights in January.

                        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.


API HEAT: S&P Assigns 'B' Corporate Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Buffalo, N.Y.-based API Heat Transfer
(API).  Standard & Poor's also said that the outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating (the same
as the credit rating) to the company's proposed new $300 million
senior-secured credit facilities, which comprise a $265 million
senior secured term loan and a $35 million revolver.  The recovery
rating is '3', indicating S&P's expectation of meaningful
(50 percent-70 percent) recovery in a payment default scenario.
ThermaSys Corp. will be the borrower under the credit facility.

S&P's ratings on heat exchanger manufacturer API reflect the
company's "highly leveraged" financial risk profile and "weak"
business risk profile.

The business risk profile assessment reflects the company's
limited scale of operations as a niche producer in the highly
competitive and cyclical specialty industrial heat exchanger
market, which the company's engineering capabilities and long-
standing relationships with large original equipment manufacturers
(OEMs) partially offset.  S&P's assessment is that the company's
management and governance is "fair."

API Heat Transfer supplies heat-transfer solutions and components
to various industrial end markets, which include electric power
generation (20% of 2012 revenues), general industrial
(14 percent), compressor (11 percent), hydraulic equipment
(10 percent), process (8 percent), and other markets.  The
company's products--which include air-cooled heat exchangers,
shell and tube heat exchangers, engine cooling systems, plate heat
exchangers, industrial air coolers, and specialized brass and
aluminum tubing products--are used to remove excess heat from
fluids used in industrial equipment.

"We estimate that API's organic revenues will grow by low single
digits in 2013, underpinned by our expectations of sluggish
industrial activity in the U.S. and protracted weak economic
conditions in Europe.  Our base case economic forecast assumes
2.7 percent GDP growth in the U.S. and modestly negative GDP
growth in the eurozone.  We expect API to sustain EBITDA margins
of about 15%, and we believe cost-saving improvements from
consolidation of the legacy API and ThermaSys businesses could
expand margins toward 17% in the next couple of years.  We expect
that the company will be able to pass on most rises in raw
material costs to its customers, though there could be a time lag
between material and price increases," S&P said.

"We believe API will maintain its good niche market positions in a
fragmented market.  We expect that the company's customer base
will remain relatively concentrated, with its top 10 customers
accounting for about 30% of 2012 revenues.  API's custom-
engineered heat exchanger equipment can involve a lengthy product
development process, and so there are typically costs associated
with the customer switching suppliers, which mitigates customer
concentration risk to a certain extent.  API's overall geographic
diversity is fair, with 45 percent of revenues coming from outside
of the U.S. and 25 percent of total revenues derived from Europe,
and we expect that the company will expand its operations in
higher-growth emerging markets, particularly China and India," S&P
added.

"We consider API's financial risk profile to be highly leveraged,
which incorporates our view of the company's highly leveraged
capital structure and very aggressive financial policies under
financial sponsor ownership.  Pro forma for the transaction, we
estimate that API's debt to EBITDA will be slightly above 6.0x and
funds from operations (FFO) to total debt will be less than
10 percent at the end of 2013.  These metrics include $130 million
of unrated mezzanine notes as well as our adjustments for
operating leases and pension liabilities.  We expect that the
company will be able to generate positive free cash flow of about
$15 million annually, which should allow for modest debt
repayment.  We believe that API's credit metrics will remain
within our expectations for the rating in the next 12 to 18
months, which include debt to EBITDA of 5x to 6x and FFO to debt
of about 10%," S&P noted.

S&P believes API will have "adequate" sources of liquidity to
cover its needs in the next 12 months, even if EBITDA were to
decline unexpectedly.  S&P's assessment of the company's liquidity
incorporates the following expectations and assumptions:

   -- S&P expects that the company's sources of liquidity,
      including cash and facility availability, will exceed its
      uses by 1.2x over the next 12 months.

   -- S&P expects net sources to remain positive, even if EBITDA
      declines by 15%.

Pro forma for the transaction, S&P expects API will have about
$10 million in cash and no drawings under its revolving credit
facility.  S&P expects the revolver to be subject to a springing
senior secured net leverage ratio covenant that goes into effect
when the outstanding revolver amount exceeds 20% of the commitment
size.  S&P expects API to maintain sufficient availability under
the revolver such that the covenants are not triggered over the
next four to six quarters.  In addition, sources of liquidity
include S&P's estimate of funds from operations of about
$30 million next year.  S&P believes this will be sufficient to
support capital expenditures, which S&P expects will be about
2 percent of revenues, and modest working capital outflows.

The outlook is stable.  S&P expects that modest revenue growth and
some margin improvement from cost reductions should allow for
positive free cash flow generation and enable the company to
maintain metrics within S&P's expectations for the rating,
particularly debt to EBITDA of 5x-6x and FFO to debt of about
10 percent.

S&P could lower the ratings if operating performance deteriorates
below its expectations, causing leverage to increase and remain
above 6x.  This could happen, for instance, if protracted global
economic weakness causes reduction in OEM demand and lower fixed-
cost absorption pressures margins.  S&P could also lower the
ratings if the company is unable to generate positive free cash
flow and liquidity becomes constrained.

S&P could raise the ratings if stronger-than-expected growth in
the company's end markets--coupled with more conservative
financial policies--allows leverage to decline below 5x on a
sustained basis, and if S&P do not expect a subsequent reversal in
credit ratios.


ARRHYTHMIA RESEARCH: Gets NYSE MKT Listing Non-Compliance Notice
----------------------------------------------------------------
Arrhythmia Research Technology, Inc. on April 23 disclosed that,
on April 17, 2013, it received notice from the NYSE MKT LLC that
it is not in compliance with certain of the Exchange's continued
listing standards as set forth in Sections 134 and 1101 of the
Exchange's Company Guide as a result of the failure to file its
annual report on Form 10-K on a timely basis.  The Company has
therefore become subject to the procedures and requirements of
Section 1009 of the Company Guide.  Such procedures require the
Company to communicate with the Exchange by April 23, 2013 to
confirm receipt of the letter and indicate whether or not it
intends to submit a plan of compliance.  The Company intends to
submit a plan of compliance to the Exchange by May 1, 2013 in
accordance with the notice advising the Exchange of action it has
taken or intends to take that will bring the Company into
compliance with Sections 134 and 1101 of the Company Guide by no
later than July 16, 2013.  If the plan is accepted but the Company
is not in compliance with the continued listing standards of the
Company Guide by July 16, 2013 or if the Company is not making
progress consistent with the plan, the Company may be subject to
delisting procedures.

             About Arrhythmia Research Technology, Inc.

Headquartered in Fitchburg, Massachusetts, Arrhythmia Research
Technology, Inc. (NYSE MKT:HRT) -- http://www.arthrt.com--
through its wholly-owned subsidiary Micron Products, Inc., has
diversified manufacturing capabilities with the capacity to
participate in full product life cycle activities from early stage
development and engineering from prototyping to full scale
manufacturing as well as packaging and product fulfillment
services.  Its subsidiary, Micron Products, Inc., also
manufactures silver plated and non-silver plated conductive resin
sensors and distributes metal snaps used in the manufacture of
disposable ECG, EEG, EMS and TENS electrodes.  The Company also
has developed and distributes a customizable proprietary signal-
averaging electrocardiography (SAECG) software used to diagnose
the risk of certain heart arrhythmias and that is reconfigurable
for a variety of hardware platforms.


ARCAPITA BANK: June 18 Hearing on Motion to Fund EuroLog Expenses
-----------------------------------------------------------------
The hearing on Arcapita Bank B.S.C.(c), et al.'s motion for order
confirming the Debtors' Authority to Fund Non-Debtor Eurolog
Affiliates currently scheduled for April 30, 2013, at 11:00 a.m.
has been adjourned to June 18, 2013, at 11:00 a.m. or as soon
thereafter as counsel may be heard.

As reported in the TCR on March 22, 2013, the Debtors seek to
provide approximately $10.2 million in funding to certain non-
Debtor affiliates.  Specifically, the Debtors request the Court to
confirm their authority to lend certain amount to their non=Debtor
EuroLog Affiliates in accordance with Section 363(c) of the
Bankruptcy Code.  The Company said that as an investment bank,
funding investments in portfolio companies fits squarely within
the Debtors' ordinary course of business, and that even if the
Court disagrees, there is ample support to loan the funds needed
to pay the IPO Fees pursuant to Section 363(b) of the Bankruptcy
Code because doing so constitutes a sound exercise of business
judgment.

The EuroLog Affiliates own and operate a variety of warehousing
assets located throughout Europe, which assets consist of (1)
46 warehouse properties with a gross leasable area of approx.
15 million square feet that are located in seven countries across
Europe; (2) six undeveloped real estate parcels located in
four countries that are suitable for development of approximately
6.6 million square feet of additional leasable area; and (3) a
group of real estate asset management companies with nearly 70
employees in eight offices.

According to papers filed with the Court, even though the EuroLog
IPO was not completed after launch, each of the IPO Professionals
provided valuable services that inured to the benefit of the
Debtors' estates.  Arcapita says that without their efforts, the
EuroLog Affiliates would not have been able to file the Intention
to Float and would not have even had the opportunity to launch the
EuroLog IPO.  The fact that the EuroLog IPO was not completed does
not in any way detract from the quality and importance of the
services rendered, Arcapita said.

                        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.


ARETE INDUSTRIES: Causey Demgen & Moore Raises Going Concern Doubt
------------------------------------------------------------------
Arete Industries, Inc., filed on April 19, 2013, its annual report
on Form 10-K for the year ended Dec. 31, 2012.

Causey Demgen & Moore PC, in Denver, Colo., expressed substantial
doubt about Arete Industries' ability to continue as a going
concern, citing the Company's significant working capital deficit.

The Company reported a net loss of $494,055 on $2.8 million of
revenues in 2012, compared with net income of $495,266 on
$1.1 million of revenues in 2011.

According to the regulatory filing, one of the properties
purchased in July 2011 was sold to an unrelated purchaser in
August 2011.  Pursuant to the amended agreement for the Company's
purchase of the properties, the Company received $5,101,047 of the
net proceeds from this sale which resulted in a gain of
approximately $2.5 million.  This gain on sale is included in non-
operating income for the year ended Dec. 31, 2011.  The Company
applied the proceeds to the payments due under the property
purchase.

In addition, the Company recognized a gain on debt extinguishment
of $111,690 for 2011.  This gain was due to expiration of the
statute of limitations related to previous obligations of the
Company's inactive subsidiary which resulted in the elimination of
the liability and a credit to income.

The Company's balance sheet at Dec. 31, 2012, showed $8.9 million
in total assets, $3.0 million in total liabilities, and
stockholders' equity of $5.9 million.

A copy of the Form 10-K is available at http://is.gd/F2W8b1

Westminster, Colorado-based Arete Industries, Inc., is an
independent oil and gas company engaged in the acquisition and
development of oil and natural gas reserves through a program
which includes purchases of reserves, re-engineering, development
and exploration activities primarily focused in Wyoming, Kansas,
Colorado and Montana.


ASPEN GROUP: Raised $600,000 From Units Sale
--------------------------------------------
Aspen Group, Inc., raised $600,328 in gross proceeds from the sale
of units consisting of shares of common stock and five-year
warrants exercisable at $0.50 per share in a private placement
offering to 16 accredited investors.  The units sold contained a
total of 1,715,217 shares of common stock and 857,606 warrants.

Aspen agreed to register the shares of common stock and the shares
of common stock underlying the warrants.  In connection with these
sales, Aspen paid $59,158 for commissions to a broker-dealer with
respect to the total of $591,578 in gross proceeds from the sale
of units though this broker-dealer and reimbursed the broker-
dealer for legal expenses in the amount of $15,000.  The terms of
this private placement were identical to those of private
placement offerings in September 2012 through February 2013.

The shares were issued and sold in reliance upon the exemption
from registration contained in Section 4(a)(2) of the Securities
Act of 1933 and Rule 506 promulgated thereunder.

On April 18, 2013, Aspen announced that it closed its private
placement offerings and raised a total of approximately $4.6
million.

                        About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88% of the Company's degree-
seeking students (as of June 30, 2012) were enrolled in graduate
degree programs (Master or Doctorate degree program).  Since 1993,
the Company has been nationally accredited by the Distance
Education and Training Council, a national accrediting agency
recognized by the U.S. Department of Education.

Aspen Group incurred a net loss of $6.01 million in 2012, as
compared with a net loss of $2.13 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $3.49 million in total
assets, $2.69 million in total liabilities and $801,755
in total stockholders' 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 a net loss allocable to common stockholders
and net cash used in operating activities in 2012 of $6,048,113
and $4,403,361, respectively, and has an accumulated deficit of
$11,337,104 as of December 31, 2012.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.


ASSOCIATED MATERIALS: Moody's Rates $100MM Senior Notes 'Caa1'
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 (LGD4, 53%) rating to
the new $100 million senior secured notes issued by Associated
Materials, LLC. The new notes are an "add-on" to the company's
already-outstanding $730 million senior secured notes due 2017,
and will increase the size of the obligation to $830 million.
Proceeds from the issuance will be used to reduce outstanding
borrowings under the company's revolving credit facility, and to
pay related fees and expenses. Any remaining balance will increase
the company's cash on hand.

Associated's existing ratings are unaffected by this transaction.
These ratings are: Corporate Family Rating  - Caa1; Probability of
Default Rating  - Caa1-PD; and existing senior secured notes due
2017 -- Caa1 (LGD4, 53%) The rating outlook is stable.

Ratings Rationale

Associated Materials' Caa1 Corporate Family Rating reflects its
high debt leverage characteristics, despite Moody's expectations
for improving operating performance. Moody's anticipates that
Associated will begin to benefit from the recovery in its key end
markets. The repair and remodeling market is facing some positive
growth prospects over the next year. Also, new home construction
sector is rebounding. Based on Moody's forecast, Associated's
interest coverage - defined as EBITA-to-interest expense - could
be slightly above 1.0 time by mid-2014 compared with 0.9 times for
2012, despite moderately higher interest payments, and its
leverage would likely remain around 8.0 times (all ratios
incorporate Moody's standard adjustments). The absence of any
maturities until April 2017, when the company's revolving credit
facility matures, provides some offset to the company's high debt
leverage metrics. Moody's views the proposed transaction as a
credit positive, since liquidity is improving. Availability under
the company's $225 million senior secured asset-based revolving
credit facility (unrated) is increasing since proceeds from the
notes issuance will be used to reduce current outstandings. On a
pro forma basis, revolver availability will approximate $150
million with no borrowings, compared with $70.2 million of
availability and $78.2 million drawn at FYE12. Despite an $8.0
million increase cash interest payments and the resulting negative
impact on cash flows, the higher level of revolver availability is
more than sufficient to meet any potential shortfall in operating
cash flows to cover its working capital requirements and capital
expenditure needs over the near term. Associated usually has
negative cash flow from operations during the first half of its
fiscal year as it builds inventory in advance of its peak seasons.
Moody's also notes that Associated recently extended the maturity
of its revolving credit facility to August 2017 from October 2015.

The stable rating outlook reflects Moody's expectations of
improving operating performance, resulting in credit metrics that
would be more supportive of the current corporate family rating.
Greater availability under the company's revolving credit facility
improves Associated's ability to meet potential operating cash
shortfalls, as working capital needs and capital expenditures
become greater to meet higher demand.

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

Associated Materials, LLC, headquartered in Cuyahoga Falls, Ohio,
is a North American manufacturer and distributor of exterior
residential building products. The company's core products are
vinyl windows, vinyl siding, aluminum trim coil, and aluminum and
steel siding and accessories. Associated is also a distributor of
roofing materials, insulation, and exterior doors produced by
third parties. Hellman & Friedman LLC, through its respective
affiliates, is the primary owner of Associated. Revenues for the
12 months through December 29, 2012 totaled approximately $1.1
billion.


ASSOCIATED MATERIALS: S&P Revises Outlook & Affirms 'B-' CCR
------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Cuyahoga Falls, Ohio-based Associated Materials LLC to
stable from negative.  At the same time, S&P affirmed its ratings
on the company, including the 'B-' corporate credit rating.

"The rating affirmation and outlook revision follow Associated's
announcement that it is seeking to add $100 million of principal
value to its $730 million 9.125 percent senior secured notes due
2017," said Standard & Poor's credit analyst Maurice Austin.

Associated will use proceeds to repay asset-based lending (ABL)
revolver borrowings and for general corporate purposes.  The ABL
repayment will increase liquidity from $80 million to about
$180 million, pro forma 2012 year-end.  Consequently, S&P believes
that Associated's liquidity is "adequate" to meet its estimated
financial obligations with sufficient availability under the ABL
to fund working capital requirements in the near term.

The corporate credit rating reflects S&P's assessment of the
company's participation in cyclical residential construction
markets and its exposure to volatile raw material costs (in
particular, resin and aluminum costs, which can compress operating
margins).  Associated's meaningful market share in the
consolidated vinyl siding industry and its nationwide distribution
capabilities somewhat offset these risks.

The stable outlook reflects S&P's view that liquidity will be
enhanced by about $100 million with an improvement in revolver
availability resulting from the transaction.  As a result, S&P
expects liquidity will be adequate to meet the company's estimated
financial obligations.  These estimated uses include higher
working capital needs relating to improving end market demand.

S&P could raise the rating if EBITDA interest coverage
strengthened to above 1.5x.  This could occur if the company's
gross margins were to increase more than 100 basis points from
current levels.

Though less likely in an improving business environment, S&P could
lower the rating if liquidity deteriorates significantly such that
excess availability on the ABL approaches $20 million whereby the
company's fixed-charge covenant will be tested.  This could occur
if remodeling spending fails to increase and housing starts
retract due to recessionary pressures.

Associated is a leading vertically integrated manufacturer and
North American distributor of exterior residential building
products.


ATLANTIC COAST: Opposing Directors Deny Relationship with Albury
----------------------------------------------------------------
Jay S. Sidhu and Bhanu Choudhrie delivered an additional letter to
the Board of Directors on April 18, 2013, in response to Atlantic
Coast Financial Corporation's accusation that they are acting in
concert with certain other stockholders to the detriment of the
Company's majority stockholders.

"Your statements accusing us of "acting in concert" with Albury or
anyone else, unsupported by any facts and in the face of legal
filings by us and by Albury in which no relationship is disclosed
or required to be disclosed, can only be intended to mislead
ACFC's stockholders," Messrs. Sidhu and Choudhrie asserted.  "We
have no relationship with Albury in relation to ACFC - to date, we
have had no contact with Albury's representatives in connection
with Albury's decision to invest in ACFC, have not discussed with
them or solicited their support of our opposition to the Bond
Street transaction or our alternative director candidates and have
no knowledge of their plans or intentions beyond the information
disclosed in Albury's Schedule 13D, which is available to you, us
and all ACFC stockholders."

As of March 22, 2013, The Albury Investment Partnership and its
affiliates beneficially own 262,000 shares of common stock of
Atlantic Coast Financial Corporation representing 9.97% of the
shares outstanding, as disclosed in its Schedule 13D filing with
the SEC, as copy of which is available at  http://is.gd/U3lPGM

Messrs. Sidhu and Choudhrie opposed the Company's proposed merger
with Bond Street asserting that the transaction grossly
undervalues the Company.

A copy of the letter is available for free at:

                        http://is.gd/7k48iX

                        About Atlantic Coast

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

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

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

McGladrey LLP, in Jacksonville, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations that have
adversely impacted capital at Atlantic Coast Bank.  The failure to
comply with the regulatory consent order may result in Atlantic
Coast Bank being deemed undercapitalized for purposes of the
consent order and additional corrective actions being imposed that
could adversely impact the Company's operations.  This raises
substantial doubt about the Company's ability to continue as a
going concern.


AUTO CARE MALL: Court Dismisses Chapter 11 Case
-----------------------------------------------
The U.S. Bankruptcy Court in mid-April entered an order dismissing
the Chapter 11 case of Auto Care Mall of Fremont, Inc.

The Debtor sought dismissal of the case, saying that dismissal
would be conditioned upon the payment of accrued and unpaid fees
payable to the United States Trustee and the Debtor's undisputed
and unpaid administrative expenses and unsecured claims no later
than seven days after entry of an order dismissing the Chapter 11
case.

There were no oppositions to the Debtor's motion.

               About Auto Care Mall of Fremont

Auto Care Mall of Fremont, Inc., in San Jose, California, filed
for Chapter 11 bankruptcy (Bankr. N.D. Cal. Case No. 12-56050)
on Aug. 15, 2012.  The only shareholders of the Debtor are
Dan Duc (50%) and his wife (50%).  Judge Stephen L. Johnson
presides over the case.  The Law Office of Patrick Calhoun, Esq.,
serves as the Debtor's counsel.  The petition was signed by Gina
Baumbach, vice president.

On May 18, 2012, at the behest of the secured lender, Bank of
Marin, the Alameda County Superior Court of the State of
California appointed Susan L. Uecker as receiver to the Debtor's
real property commonly known as 40851-40967 Albrae Street, in
Fremont, California.  The Superior Court appointed the receiver to
address the Debtor's mismanagement and misappropriation of the
bank's cash collateral.

The property is improved with four single story warehouse
buildings totaling 38,226 square feet and is occupied exclusively
with auto service related businesses.  The property consists of
15 units, three of which are currently vacant.  The property
generates monthly rents totaling roughly $34,492 in addition to
common area maintenance charges totaling $8,235.

According to Bank of Marin, the Debtor owes the bank roughly
$6.5 million under two prepetition promissory notes.  The Debtor's
Schedule D identifies a judgment lien against the property held by
Bank of America to secure a $6 million claim scheduled by the
Debtor as a non-contingent, liquidated, and undisputed held by
Bank of America.   The Debtor's Schedules D identifies non-
contingent, liquidated and undisputed claims totaling $11.105
million that encumber the property, which the Debtor values at
$7.4 million.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.


BIOVEST INT'L: Sets May 31 Hearing on Prepackaged Plan
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Biovest International Inc. and will hold a May 31
hearing for approval of the reorganization plan supported by
secured lenders owed some $38.5 million.

Previously, unsecured creditors were to be paid in full with
interest by receiving new stock.  As revised, the plan gives
unsecured creditors 10 percent of the stock in exchange for claims
totaling $10.3 million.

According to the disclosure statement approved by the bankruptcy
court on April 19, majority owner Accentia Biopharmaceuticals Inc.
has an unsecured claim against Biovest for $5 million.  The plan
calls for secured lenders Corp Real LLC and Laurus/Valens Funds to
swap about $44 million in debt for 90 percent of the new stock.
The lenders provided $6 million in new funds to support the
bankruptcy.  The new money is to be included in the debt swap.
Existing shareholders receive nothing.

                    About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an
emerging leader in the field of active personalized
immunotherapies.  In collaboration with the National Cancer
Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxID(R), with three clinical trials completed,
including a Phase III study, demonstrating evidence of safety and
efficacy for the treatment of indolent follicular non-Hodgkin's
lymphoma.

Headquartered in Tampa, Florida, with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB(TM) Market with the stock-ticker symbol
"BVTI", and is a majority-owned subsidiary of Accentia
Biopharmaceuticals, Inc. (OTCQB: "ABPI").

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 08-17796) on
Nov. 10, 2008.  Biovest emerged from Chapter 11 protection, and
its reorganization plan became effective, on Nov. 17, 2010.

Biovest International Inc., filed a petition for Chapter 11
reorganization (Bankr. M.D. Fla. Case No. 13-02892) on March 6,
2013, in Tampa, Florida.  The new bankruptcy case was accompanied
by a proposed reorganization plan supported by secured lenders
owed about $38.5 million.  Total debt is $44.9 million, with
assets listed in a court filing as being valued at $4.7 million.
About $5.4 million is owing to unsecured creditors, according to a
court paper.


BIOZONE PHARMACEUTICALS: Sells $800,000 Worth of Units
------------------------------------------------------
Biozone Pharmaceuticals, Inc., on April 12, 2013, sold an
aggregate of 2,000,000 units with gross proceeds to the Company of
$500,000 to certain accredited investors pursuant to a
subscription agreement.  On April 18, 2013, the Company sold an
additional 1,200,000 Units to certain additional Investors with
gross proceeds to the Company of $300,000.

Each Unit was sold for a purchase price of $0.25 per Unit and
consisted of: (i) one share of the Company's common stock, $0.001
par value per share and (ii) a five-year warrant to purchase 50%
of the number of shares of Common Stock purchased at an exercise
price of $0.50 per share, subject to adjustment upon the
occurrence of certain events such as stock splits and dividends.

The Warrants may be exercised on a cashless basis if at any time
there is no effective registration statement covering the resale
of the shares of Common Stock underlying the Warrants.  The
Warrants contains limitations on the holder's ability to exercise
the Warrant in the event that exercise causes the holder to
beneficially own in excess of 4.99% of the Company's issued and
outstanding Common Stock, subject to a discretionary increase in
such limitation by the holder to 9.99% upon 61 days' notice.

The Company paid placement agent fees of $26,500 in cash to a
broker-dealer in connection with the sale of the Units.
Additionally, the Company issued to the broker-dealer, in
connection with the sale of the Units, a warrant to purchase up to
16,000 shares of Common Stock with substantially the same terms as
the Warrants issued to the Investors.

The Units were issued to "accredited investors," as that term is
defined in the Securities Act of 1933, as amended and were offered
and sold in reliance on the exemption from registration afforded
by Section 4(2) and Regulation D (Rule 506) under the Securities
Act of 1933 and corresponding provisions of state securities laws.

                  About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the Web site
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

Biozone incurred a net loss of $7.96 million in 2012, as compared
with a net loss of $5.45 million in 2011.  The Company's balance
sheet at Dec. 31, 2012, showed $7.23 million in total assets,
$10.82 million in total liabilities and a $3.58 million total
shareholders' deficiency.

Paritz and Company. P.A., in Hackensack, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred operating losses for
its last two fiscal years, has a working capital deficiency of
$5,255,220, and an accumulated deficit of $14,128,079.  These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.


BLITZ USA: Acquisition Debtors to Hire Young Conaway as Counsel
---------------------------------------------------------------
Two debtor affiliates of Blitz U.S.A. Inc. identified as the
"acquisition debtors" -- LAM 2011 Holdings, LLC and Blitz
Acquisition Holdings, Inc. -- ask the Bankruptcy Court for
permission to employ Young Conaway Stargatt & Taylor, LLP as their
bankruptcy counsel, nunc pro tunc to April 3, 2013.

Blitz U.S.A. Inc. and its debtor affiliates previously obtained
approval to hire Richards, Layton & Finger P.A. as counsel nunc
pro tunc to the Petition Date.

In February the Official Committee of Unsecured Creditors filed a
motion to prosecute certain causes of action on behalf of Debtor
Blitz U.S.A., Inc. against certain parties, including BAH.

In light of the current posture of the bankruptcy cases, including
the relief requested by the Committee in the Third Standing
Motion, the allegations made therein, the potential for inter-
Debtor litigation, settlement and/or a plan process, among other
things, LAM and BAH seek authority to employ Young Conaway as
their bankruptcy counsel with regard to the prosecution of their
Chapter 11 cases.

The principal attorneys and paralegal presently designated to
represent the Acquisition Debtors and their current standard
hourly rates are:

      Professional                     Rates
      ------------                     -----
      Sean M. Beach, Partner            $560
      John Dorsey, Partner              $700
      Justin P. Duda, Associate         $325
      Melissa Romano, Paralegal         $190

The firm's Sean M. Beach, Esq., attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                      About Blitz U.S.A.

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
SSG Capital Advisors LLC serves as investment banker.

Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.

In April 2012, Hopkins Manufacturing Corp. acquired the assets of
Blitz USA's unit, F3 Brands LLC, a major manufacturer of oil
drains, drain pans, lifting aids and automotive ramps.  Blitz USA
said in court documents the sale netted the Debtors $14.6 million,
which was applied against secured debt.

Blitz announced in June it would abandon its efforts to reorganize
and instead to shut down operations by the end of July.  In
September, the Troubled Company Reporter, citing Sheila Stogsdill
at Tulsa World, reported that the Bankruptcy Court approved a $9.5
million offer from Toronto, Canada-based Scepter Corporation to
purchase Blitz USA, according to Philip Monckton, Scepter's vice
president of sales and marketing.  Scepter bought land, equipment
and other assets.  Scepter supplies about 20% of the USA market
with gas cans.  The report said the sale was to become final on
Sept. 28, 2012.


BROADWAY FINANCIAL: Brenda Battey Okayed as New CFO
---------------------------------------------------
Broadway Financial Corporation, the holding company of Broadway
Federal Bank, f.s.b., announced that Brenda Battey has been
approved by the Federal Reserve Bank of San Francisco as Chief
Financial Officer of the Company.

Wayne-Kent Bradshaw, President and CEO, said, "Brenda Battey adds
extensive financial and accounting experience to our management
team, and a strong knowledge base of accounting policies,
standards and controls for the banking industry.  Her tenure as
Controller/Senior Controller over the past 25 years at First
Federal Savings Bank of California, Community Bank and Bank of
Manhattan makes her an ideal fit for Broadway as we continue to
pursue our recapitalization, enhance our controls and procedures,
and position the Bank for profitable growth in the future.  Brenda
understands the financial issues facing community-focused banks
and has the experience to successfully manage our financial and
accounting needs as CFO."

Ms. Battey is a Certified Public Accountant, and served as an
auditor with KPMG LLP for 4 years prior to becoming an executive
in the banking industry.

                      About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System.  The Bank is currently regulated by
the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation.

Broadway Financial disclosed net income of $588,000 on $19.89
million of total interest income for the year ended Dec. 31, 2012,
as compared with a net loss of $14.25 million on $25.11 million of
total interest income during the prior year.  The Company's
balance sheet at Dec. 31, 2012, showed $373.69 million in total
assets, $355.68 million in total liabilities and $18 million in
total shareholders' equity.

Crowe Horwath LLP, in Sacramento, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has a tax sharing liability to its consolidated
subsidiary that exceeds its available cash, the Company is in
default under the terms of a $5 million line of credit with
another financial institution lender in which the stock of its
subsidiary bank, Broadway Federal Bank is held as collateral for
the line of credit and the Company and the Bank are both under
formal regulatory agreements.  Furthermore, the Company and the
Bank are not in compliance with these agreements and the Company's
and the Bank's capital plan that was submitted under the
agreements has been preliminarily approved subject to completion
of its recapitalization.  Failure to comply with these agreements
exposes the Company and the Bank to further regulatory sanctions
that may include placing the Bank into receivership.  These
matters raise substantial doubt about the ability of Broadway
Financial Corporation to continue as a going concern.


BUENA VISTA: Moody's Rates Proposed $220MM Senior Notes 'Caa2'
--------------------------------------------------------------
Moody's Investors Service assigned a Caa2 Corporate Family Rating
and Caa2-PD Probability of Default Rating to Buena Vista Gaming
Authority. Moody's also assigned a Caa2 rating to the company's
proposed $220 million senior secured notes due 2021.

The Buena Vista Gaming Authority is a wholly owned, unincorporated
governmental instrumentality of the Buena Vista Rancheria of Me-
Wuk Indians ("Tribe"), a federally recognized Indian tribe. The
Authority was formed in 2009 to develop and operate the Buenavue
Casino, a casino and entertainment facility located in Amador
County, California, about 65 miles southeast of Sacramento.
Proceeds from the proposed $220 million senior secured notes will
be used to fund construction of the Buenavue Casino which is
scheduled to open in May 2014.

The ratings are subject to receipt of final documentation. The
rating outlook is stable.

Ratings assigned:

  Corporate Family Rating at Caa2

  Probability of Default Rating at Caa2-PD

  $220 million senior secured notes due 2021 at Caa2 (LGD 4, 51%)

Ratings Rationale

Buena Vista's Caa2 Corporate Family Rating reflects Moody's view
that the start-up nature of the Tribe's casino project, the
Tribe's limited business experience, and the fact that a
significant number of casinos already exist within a 100 mile
radius of where the Buenavue Casino will be located, could make it
difficult for the casino to ramp up at the level and pace
necessary to cover its fixed charges. Also considered is the
absence of an approved National Indian Gaming Commission
management contract between Buena Vista and the company managing
the project, litigation related to the eligibility of the Buena
Vista Rancheria for gaming, the tax dispute with Amador County
regarding nonpayment of property taxes, and the pending status of
the proposed casino's liquor license.

While the possibility exists that all these concerns could be
resolved in a manner that does not negatively impact the Tribe's
ability to build and ramp-up Buenavue Casino, Moody's believes the
uncertainty of the timing and ultimate resolution of these items
creates a high degree of risk that one or more of these concerns
will not be resolved, and as a result, the project could be placed
in jeopardy either before or after construction. Other rating
constraints include the credit risks that are common to Native
American gaming issuers, including uncertainty as to
enforceability of lender's claims in bankruptcy or liquidation.

Positive rating consideration is given to credit enhancements
including a cash interest reserve designed to cover cash interest
payments beyond the construction period, and a contingency account
sufficient to cover up to approximately 40% of hard construction
cost over runs.

In addition to the interest reserve and contingencies, the stable
outlook is based on Moody's expectation that Buena Vista will have
sufficient funds to complete construction, with the exception of
approximately $20 million of additional furniture, fixture, and
equipment financing that needs to be obtained in order to complete
the casino.

Ratings could be lowered if Moody's concerns regarding any pending
litigation materialize in a manner that threatens the casino's
ability to operate and/or cover its fixed charges. Ratings could
also be lowered if the project experiences significant cost over-
runs or construction delays for any reason. Beyond the
construction period, ratings could be downgraded if it appears the
casino will not ramp-up at a level and pace sufficient enough to
cover its fixed charges.

Ratings improvement is limited at this time given the start-up
nature of the casino and the prospective nature of the rating,
along with the high degree of uncertainty associated with the
litigation related to the eligibility of the Buena Vista Rancheria
for gaming, the tax dispute with Amador County regarding
nonpayment of property taxes, and other concerns. A higher rating
would also require a demonstrated ability that Buena Vista can
achieve and sustain debt/EBITDA at or below 6.5 times and
EBIT/Interest above 1.0 time.

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


CAESARS ENTERTAINMENT: New Entity No Impact on Moody's Caa2 CFR
---------------------------------------------------------------
Moody's Investors Service commented that Caesars Entertainment
Corporation's announcement that its Board of Directors approved
the formation of Caesars Growth Partners, LLC (CGP) is modestly
credit positive but has no ratings impact.

CGP will be owned by Caesars and its stockholders, including its
financial sponsors, affiliates of TPG Capital LP and Apollo Global
Management, LLC (the Sponsors). Participating stockholders will
own their interests in CGP through Caesars Acquisition Company
(CAC) -- a new company created to facilitate the proposed
transaction.

On April 5, 2013, Moody's downgraded Caesars Entertainment's
Corporate Family Rating and Probability of Default Rating to Caa2,
and Caa2-PD, respectively. Moody's also downgraded Caesars
Entertainment Operating Company, Inc.'s ("CEOC") first lien debt
to B3, its second lien debt to Caa3, and its unsecured guaranteed
notes and unsecured notes both to Ca. The rating outlook is
negative. The Speculative Grade Liquidity rating of SGL-3 is
unchanged.

Caesars Entertainment Corporation, through its wholly-owned
subsidiary, Caesars Entertainment Operating Company, Inc., owns or
manages approximately 52 casinos. The company generates annual
revenue of about $9.0 billion.


CCC INFORMATION: Debt Amendments No Impact on Moody's B3 CFR
------------------------------------------------------------
CCC Information Services Inc. develops, markets and supplies a
variety of automobile claim products and services which enable
automobile insurance companies, collision repair facilities,
independent appraisers and automobile dealers to manage the
automobile claim and restoration process. Annual revenues are
nearly $300 million.

On December 5, 2012, Moody's assigned a B3 Corporate Family Rating
to CCC Information Services Inc. (New) ("CCC") and a B1 rating to
a proposed first lien credit facility. Proceeds from a new $470
million term loan and $260 million in mezzanine debt (unrated),
plus equity, will be used to finance the acquisition of CCC by
Leonard Green & Partners. The ratings outlook is stable.


CCM MERGER: Loan Repricing No Impact on Moody's 'B3' CFR
--------------------------------------------------------
Moody's Investors Service commented that CCM Merger, Inc.'s
proposed term loan re-pricing amendment is a favorable development
for the company in that it will benefit interest coverage and be
accompanied by $20 million permanent reduction in debt.

However, despite the benefits of the proposed re-pricing and debt
repayment, CCM's B3 Corporate Family Rating and stable rating
outlook remain unchanged.

CCM Merger Inc., owned by Mrs. Marian Illitch, is a holding
company whose operating subsidiary, Detroit Entertainment L.L.C.
owns and operates the MotorCity Casino Hotel in Detroit, Michigan
-- one of three commercial casinos that are allowed to operate in
Detroit. The company generates approximately $490 million of
annual net revenue.


CENTRAL EUROPEAN: UST Opposes Early Stock-Sale Approval
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Trustee said Central European Distribution
Corp., the U.S.-based parent of the world's largest vodka
producers, shouldn't be authorized to sell the stock to be issued
through the prepackaged Chapter 11 plan until the plan itself is
approved by the court.

CEDC began a Chapter 11 reorganization with agreement to reduce
debt by $655.2 million while giving ownership to Roust Trading
Ltd.  Roust is controlled by Roustam Tariko, who is CEDC's
chairman.  There will be a May 13 confirmation hearing for
approval of the plan.

The U.S. Trustee contends that that the agreement with Roust is a
contract for the sale of stock which can't be "assumed" under
bankruptcy law.  There will be an April 29 hearing to consider
approval of the stock-sale agreement.

According to the report, the plan will give $172 million cash to
holders of secured notes totaling $982.2 million. Roust is
providing the cash in return for the new stock.  In addition,
holders are to receive $450 million in new secured notes plus $200
million in convertible notes, for a predicted recovery of 83.7
percent.  Except for notes held by Roust, holders of $262 million
in unsecured notes due 2013 have the option of receiving $25
million in cash from Roust along with $30 million in Roust notes,
for a predicted 34.9 percent recovery.  Noteholders not accepting
Roust offer are to receive $16.9 million cash.  Roust owns $102.6
million of the notes and 19.5 percent of the existing CEDC stock.

                            About CEDC

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

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

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


CENTRAL EUROPEAN: Initial Results of Reverse Dutch Auction
----------------------------------------------------------
Central European Distribution Corporation announced the initial
results of the reverse Dutch auction conducted as a part of its
solicitation of votes for its Prepackaged Plan of Reorganization.

Based on its tabulations, CEDC anticipates that holders of CEDC
Finance Corporation International, Inc.'s 9.125% Senior Secured
Notes due 2016 and 8.875% Senior Secured Notes due 2016 who
submitted bid prices of up to and including $810.00 or EUR810.00,
respectively, should receive a cash payment in exchange for their
2016 Notes (the Clearing Price as defined in the Offering
Memorandum will be $810.00 or EUR810.00).  CEDC expects that
approximately EUR81 million of Euro 2016 Notes and approximately
$106 million of USD 2016 Notes, equal to an aggregate of
approximately $211 million principal amount of 2016 Notes, would
be repurchased for cash.  CEDC expects that approximately EUR349
million of Euro 2016 Notes and approximately $274 million of USD
2016 Notes would remain outstanding and unpurchased and would
receive new secured notes and new convertible notes issued by CEDC
Finance Corporation International, Inc., pursuant to the Plan.
These amounts remain subject to adjustment and confirmation by
CEDC on or about the Distribution Date.

To receive their cash payment, 2016 Noteholders who elected the
cash option must be holders of the 2016 Notes as of March 21,
2013, and the Distribution Date.  THEREFORE, TO RECEIVE THE CASH
PAYMENT, A HOLDER OF 2016 NOTES AS OF MARCH 21, 2013, CANNOT TRADE
2016 NOTES PRIOR TO THE DISTRIBUTION DATE.

CEDC FinCo will first accept for exchange all 2016 Notes with a
bid price less than the Clearing Price, and thereafter, 2016 Notes
with a bid price equal to the Clearing Price on a pro rata basis
due to the oversubscription of the cash election.  CEDC expects to
apply the full amount of the $172 million RTL Investment towards
the purchase of 2016 Notes in the cash election and does not
expect any pro rata cash distribution to holders of 2016 Notes
that did not participate in the cash election.  In addition, the
Clearing Price may be further adjusted if 2016 Noteholders who
participated in the cash election are unable to confirm their
holding of 2016 Notes as of the Distribution Date and are
therefore ineligible to receive the cash payment.  In all cases,
appropriate adjustments will be made to avoid purchases of 2016
Notes in principal amounts other than integral multiples of $1,000
or EUR1,000, as applicable.  All 2016 Notes not accepted in the
cash election as a result of proration or as a result of having a
bid price above the Clearing Price as well as 2016 Noteholders
that did not participate in the cash election will not participate
in the cash election and will be deemed to have elected to receive
New Notes.

On April 7, 2013, CEDC commenced voluntary proceedings under
Chapter 11 of the U.S. Bankruptcy Code to seek confirmation of the
Plan.  Following CEDC's first day hearing on April 9, 2013, the
Delaware Bankruptcy Court scheduled a hearing to consider
confirmation of the Plan on May 13, 2013.  Voting on the Plan
closed on April 4, 2013.  According to the official vote
tabulation prepared by CEDC's voting and information agent,
impaired creditors have voted overwhelmingly to accept the Plan.

The financial restructuring, which will eliminate approximately
$665.2 million in debt from CEDC's and CEDC FinCo's balance
sheets, does not involve the Company's operating subsidiaries in
Poland, Russia, Ukraine or Hungary and should have no impact on
their business operations.  Operations in these countries are
independently funded and will continue to generate revenue during
this process. All obligations to employees, vendors, credit
support providers and government authorities will be honored in
the ordinary course without interruption.

                             About CEDC

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

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

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


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

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

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

                             About CEDC

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

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

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


CEREPLAST INC: Incurs $30.2 Million Net Loss in 2012
----------------------------------------------------
Cereplast, Inc., reported a net loss of $30.16 million on $894,000
of net sales for the year ended Dec. 31, 2012, as compared with a
net loss of $14 million on $20.25 million of net sales for the
year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $16.18
million in total assets, $26.20 million in total liabilities and a
$10.02 million total deficit.

Mr. Frederic Scheer, chairman and chief executive officer of
Cereplast, stated, "2012 was a year of transition for Cereplast.
Amidst the challenges we faced during the year, we improved the
positioning of the Company for 2013.  Despite the 2012 financial
pressures, our focus has been on putting the adversity we have
faced behind us as we move toward a brighter future.  As we
execute during this transitionary period, we have been intently
focused on attracting new customers, further developing
relationships with existing customers, with an emphasis on those
who are capable of making large orders, and bolstering our
intellectual property portfolio, all of which are essential to our
success going forward.  The momentum we are building is a
testament to the persistence our team has shown, the validity of
our technology and a foreshadowing of how the industry is
maturing."

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

                        http://is.gd/QM8Ayq

                Expects up to $1 Million Revenue in Q1

Cereplast announced preliminary revenue for the first quarter
ended March 31, 2013.  Cereplast expects to report 2013 first
quarter revenue of approximately $900,000 to $1 million, exceeding
total revenue for the entire 2012 fiscal year.

According to the management, approximately 65% of this revenue was
generated in Italy due to the demand created by the recently
published Application Decree, which requires merchants to
discontinue the use of traditional single-use plastic bags in
favor of bioplastic bags or other alternatives.  Sanctions for
non-compliance will be enforced beginning the end of May 2013 and
management estimates that as a result, the Company will experience
an increase in demand for its Cereplast Compostables(R) blown film
resins during the second half of 2013 as merchants are forced to
transition to bioplastic alternatives.

Based on certain provisions, including current competition,
current production capacity, a full production staff and
sufficient working capital, management estimates that the
Company's total addressable opportunity for Italy alone exceeds
$50 million annually out of a total addressable market for
compostable blown film grades in the country that exceeds $500
million per year.

Cereplast Chairman and CEO Mr. Frederic Scheer commented, "We are
pleased with our encouraging preliminary revenue results during
the first quarter of 2013 and are optimistic for the remainder of
2013. In Italy alone, we conservatively estimate our market
opportunity to be approximately $50 million.  Additionally, we
expect other European nations to enact similar mandates which will
exponentially increase our opportunity in Europe. We are excited
about these favorable trends and will provide future updates as
significant events occur."

                         Director Retires

On April 19, 2013, Jacques Vincent retired from the Board of
Directors of the Company.  There were no disagreements between the
Company and Mr. Jacques, known to an executive officer of the
Company, on any matter relating to the Company's operations,
policies or practices that led to his resignation.

                          About Cereplast

El Segundo, Calif.-based Cereplast, Inc., has developed and is
commercializing proprietary bio-based resins through two
complementary product families: Cereplast Compostables(R) resins
which are compostable, renewable, ecologically sound substitutes
for petroleum-based plastics, and Cereplast Sustainables(TM)
resins (including the Cereplast Hybrid Resins product line), which
replaces up to 90% of the petroleum-based content of traditional
plastics with materials from renewable resources.

The Company's balance sheet at Sept. 30, 2012, showed
$25.4 million in total assets, $22.1 million in total liabilities,
and stockholders' equity of $3.3 million.

                         Bankruptcy Warning

"We have incurred a net loss of $16.3 million for the nine months
ended September 30, 2012, and $14.0 million for the year ended
December 31, 2011, and have an accumulated deficit of $73.2
million as of September 30, 2012.  Based on our operating plan,
our existing working capital will not be sufficient to meet the
cash requirements to fund our planned operating expenses, capital
expenditures and working capital requirements through December 31,
2012 without additional sources of cash.

In order to provide and preserve the necessary working capital to
operate, we have successfully completed the following transactions
in 2012:

   * Entered into an Exchange Agreement with Magna Group LLC
     pursuant to which we agreed to issue to Magna convertible
     notes, in the aggregate principal amount of up to $4.6
     million, in exchange for repayment of our Term Loan with
     Compass Horizon Funding Company, LLC.

   * Obtained a Forbearance Agreement on our semi-annual coupon
     payment due on June 1, 2012 with certain holders of our
     Senior Subordinated Notes to defer payment until December 1,
     2012.

   * Reduced future interest payments through executing an
     Exchange Agreement for $2.5 million with certain holders of
     our Senior Subordinated Notes for conversion of their Notes
     and accrued interest into shares at an exchange rate of one
     share of our common stock for each $1.00 amount of the Note
     and accrued interest.

   * Issued 6,375,000 shares of our common stock to an
     institutional investor in settlement of approximately $1.3
     million of our outstanding accounts payable balances.

   * Completed a Registered Direct offering to issue 1,000,000
     shares of common stock at $0.50 per share for gross proceeds
     of $0.5 million.

   * Obtained unsecured short-term convertible debt financing of
     $0.6 million with additional availability of approximately
     $0.6 million at the lender's sole discretion.

   * Returned unused raw materials to our suppliers in exchange
     for refunds net of restocking charges of approximately $0.3
     million.

Our plan to address the shortfall of working capital is to
generate additional financing through a combination of sale of our
equity securities, additional funding from our new short-term
convertible debt financings, incremental product sales into new
markets with advance payment terms and collection of outstanding
past due receivables. We are confident that we will be able to
deliver on our plans, however, there are no assurances that we
will be able to obtain any sources of financing on acceptable
terms, or at all.

If we cannot obtain sufficient additional financing in the short-
term, we may be forced to curtail or cease operations or file for
bankruptcy," the Company said in its quarterly report for the
period ended Sept. 30, 2012.


CEVA GROUP: Receives Tenders & Consents to Amend Indentures
-----------------------------------------------------------
CEVA Group Plc on April 24 disclosed that, in connection with its
ongoing private exchange offers and consent solicitations made
pursuant to a Confidential Offering Memorandum, Consent
Solicitation and Disclosure Statement dated April 3, 2013, it has
received tenders and consents as of 5:00 p.m., New York City time,
on April 22, 2013, of (i) an aggregate principal amount of
approximately $664 million of its 11.5% Junior Priority Secured
Notes due 2018, (ii) an aggregate principal amount of
approximately $531 million of its 12.75% Senior Notes due 2020 and
(iii) an aggregate principal amount of approximately $113 million
of its Senior Unsecured Bridge Loans.

Based on the tenders and consents received, the Company has
received the required majority of consents necessary for the
adoption of proposed amendments to the indentures governing the
Second Lien Notes and the Senior Unsecured Notes.  Such Proposed
Amendments will (i) eliminate substantially all of the restrictive
covenants and certain events of default and related provisions
contained therein, (ii) permit CEVA and its affiliates who are
holders of the Second Lien Notes and the Senior Unsecured Notes to
vote on any consents, amendments or waivers to the applicable
indentures and (iii) with respect to the indenture governing the
Second Lien Notes, provide for the release of all of the liens on
the collateral securing the Second Lien Notes, including by
terminating or amending, as applicable, the related security
documents.

The Company will promptly enter into supplemental indentures to
the indentures governing the Senior Unsecured Notes and the Second
Lien Notes to implement the Proposed Amendments, which will become
effective upon the closing of the Exchange Offers.  The
supplemental indentures, when effective, will be binding on
holders of the Senior Unsecured Notes and the Second Lien Notes
that are not tendered for exchange in the Exchange Offers.  In
accordance with the terms of the Exchange Offers and Consent
Solicitations, each eligible holder that validly tendered, and did
not validly withdraw, its Second Lien Notes, Senior Unsecured
Notes, 12% Second-Priority Senior Secured Notes due 2014 and
Bridge Loans prior to the Consent Time and the Withdrawal
Deadline, shall receive the previously announced consent fee /
early tender fee if the Exchange Offers are consummated. As a
result of the occurrence of the Consent Time and the Withdrawal
Deadline, tendered Second Lien Notes and Senior Unsecured Debt may
no longer be withdrawn.

As of 5:00 p.m., New York City time, on Monday, April 22, 2013,
assuming eligible holders who have subscribed in the Rights
Offering have or will validly tender their Second Lien Notes and
Senior Unsecured Debt in the Exchange Offers prior to the
Expiration Time, subscriptions and backstop commitments of
approximately $215 million to purchase new series A-1 convertible
preferred equity interests to be issued by CEVA Holdings LLC had
been received in the previously announced rights offering -- which
is incremental to the EUR65 million U.S. dollar equivalent
investment being committed by one of the Company's largest
institutional investors.  The Company reserves its right to waive
the condition to the Exchange Offers that the Rights Offering be
completed in an aggregate amount not less than $224.2 million.

The Exchange Offers and the Consent Solicitations are being
conducted in connection with CEVA's previously announced financial
recapitalization plan that will reduce substantially CEVA's
overall debt and interest costs, as well as increase liquidity and
strengthen its capital structure.  As previously announced, the
Exchange Offers will expire at midnight, New York City time, on
Tuesday, April 30, 2013, unless terminated, withdrawn earlier or
extended.  Except as set forth above, all other terms of the
Exchange Offers and the Consent Solicitations remain the same.

None of CEVA, Holdings or any other person makes any
recommendation as to whether holders should tender their
securities in the Exchange Offers or provide the consents to the
Proposed Amendments in the Consent Solicitations, and no one has
been authorized to make such a recommendation.  Holders of
securities should read carefully the Offering Memorandum before
making any decision with respect to the Recapitalization.  In
addition, holders must make their own decisions as to whether to
tender their securities in the Exchange Offers, and if they so
decide, the principal amount of the securities to tender.

The new securities being offered in the Exchange Offers have not
been registered under the U.S. Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of such Act.

The Exchange Offers are being made in the United States only to
holders of securities who are both "qualified institutional
buyers" or institutional "accredited investors" and "U.S. persons"
and outside the United States only to persons other than "U.S.
persons" who are "non-U.S. qualified offerees" (in each case, as
such terms are used in the letter of eligibility).  The Exchange
Offers are made only by, and pursuant to, the terms set forth in
the Offering Memorandum. The Exchange Offers are subject to
certain significant conditions. The complete terms and conditions
of the Exchange Offers are set forth in the Offering Memorandum
and other documents relating to the Recapitalization, which have
been distributed to eligible holders of securities.  CEVA and
Holdings have the right to amend, terminate or withdraw the
Exchange Offers and the Consent Solicitations, at any time and for
any reason, including if any of the conditions to the Exchange
Offers is not satisfied.

Documents relating to the Exchange Offers and the Consent
Solicitations, including the Offering Memorandum will only be
distributed to holders of securities who complete and return a
letter of eligibility confirming that they are within the category
of eligible holders for the Exchange Offers and the Consent
Solicitations.  Holders of securities who desire a copy of the
eligibility letter should contact Garden City Group, the exchange
agent for the Exchange Offers, at (855) 454-1733.

                       About CEVA Group Plc

Headquartered in the United Kingdom, CEVA --
http://www.cevalogistics.com-- is a non-asset based supply chain
management company.  The company has approximately 50,000
employees.  With a presence in over 160 countries, it delivers
supply chain solutions across a variety of sectors.  For the year
ending December 31, 2011, CEVA reported revenues on a preliminary
unaudited basis of EUR6.9 billion.

                           *     *     *

As reported by the Troubled Company Reporter on April 10, 2013,
Moody's Investors Service downgraded CEVA Group plc's Corporate
Family Rating and Probability of Default Rating to Caa3 and Ca-PD
from Caa1 and Caa1-PD respectively.  At the same time, Moody's
downgraded CEVA's senior secured ratings to B3 from B1; priority
lien notes to Caa2 from Caa1, junior priority notes to C from
Caa2 and senior unsecured notes to C from Caa3.  Ratings (except
notes rated C) were placed under review for downgrade.  The
rating action follows the company's announcement that it did not
make interest payments due as of April 1, 2013 on the 11.5%
junior priority lien notes due 2018 and 12.75% unsecured notes
due 2020.


CHINA ENERGY: PwC Zhonn Tian Raises Going Concern Doubt
-------------------------------------------------------
China Energy Recovery, Inc., filed pm April 18, 2013, its annual
report on Form 10-K for the year ended Dec. 31, 2012.

PricewaterhouseCoopers Zhong Tian CPAs Limited Company, in
Shanghai, China, expressed substantial doubt about China Energy's
ability to continue as a going concern, citing the Company's
accumulated deficits, negative working capital balance and
negative cash flow.

The Company reported net income of US$97,293 on US$92.5 million of
revenues in 2012, compared with net income of US$2.0 million on
US$91.0 million of revenues in 2011.

Selling, general and administrative expenses were approximately
US$13.2 million for the year ended Dec. 31, 2012, as compared to
approximately US$10.0 million for the year ended Dec. 31, 2011, an
increase of US$3.2 million or 32%.

According to the regulatory filing, the Company recognized a gain
on change in fair value of warrants and derivative liabilities of
US$1.7 million in 2011 due to significant declines in the
Company's stock price.  A smaller gain of US$44,080 was recognized
in 2012 due to small increases in the Company's stock price as the
related contracts approached maturity.

The CompanY's balance sheet at Dec. 31, 2012, showed
US$84.1 million in total assets, US$76.2 million in total
liabilities, and stockholders' equity of US$7.9 million.

A copy of the Form 10-K is available at http://is.gd/mBx2QX

Shanghai, P.R.C-based China Energy Recovery, Inc., through its
subsidiaries and affiliates, is in the business of designing,
fabricating, implementing and servicing industrial energy recovery
systems.


CHINA HYDROELECTRIC: Net Capital Deficit Cues Going Concern Doubt
-----------------------------------------------------------------
China Hydroelectric Corporation filed on April 18, 2013, its
annual report on Form 20-F for the year ended Dec. 31, 2012.

Ernst & Young Hua Ming LLP, in Beijing, China, expressed
substantial doubt about China Hydroelectric's ability to continue
as a going concern, citing the Company's working capital
deficiency of approximately US$81.0 million as of Dec. 31, 2012.

The Company reported a net loss of US$1.1 million on
US$85.4 million of revenues in 2012, compared with a net loss of
US$55.3 million on US$54.6 million of revenues in 2011.

Operating profit from continuing operations was $29.2 million for
the year ended Dec. 31, 2012, compared to operating loss from
continuing operations of $28.6 million for the year ended Dec. 31,
2011.  According to the regulatory filing, this was principally as
a result of the effect on revenues from significantly higher than
average precipitation during 2012 compared to significantly lower
than average precipitation during 2011, the relatively fixed
nature of the Company's cost of revenue and decreased general and
administrative expenses, as well as the effect of impairment loss
on goodwill and long-lived assets and a one-time write off
unamortized share-based compensation expense of $6.8 million in
2011.

Interest expense from continuing operations increased by
$3.3 million, or 13.3%, to $28.1 million in the year ended
Dec. 31, 2012, compared to $24.8 million in the year ended
Dec. 31, 2011.

Net loss from continuing operations was $55.0 million and
$5.1 million in in 2011 and 2012, respectively.  The Company
incurred income tax expenses from continuing operations of
$1.5 million and $6.5 million in 2011 and 2012, respectively.

The Company's balance sheet at Dec. 31, 2012, showed
US$754.3 million in total assets, US$361.8 million in total
liabilities, and stockholders' equity of US$392.5 million.

A copy of the Form 20-F is available at http://is.gd/8Vg64Z

Beijing, P.R.C.-based China Hydroelectric Corporation was formed
in July 2006 as an exempted company under the laws of the Cayman
Islands.  The Company is a developer, owner and operator .of small
hydroelectric power projects in China.


CIRCUIT CITY: Hilco Streambank Selling Trademarks, Domain Names
---------------------------------------------------------------
Hilco Streambank has been engaged to sell the Circuit City and
CompUSA trademarks and domain names.

"This is a unique opportunity for buyers to purchase the
intellectual property of two iconic and widely-recognized consumer
electronics retailing brand names," according to the firm's
statement.

The Circuit City and CompUSA intellectual property will be sold
either separately or in a package. IP assets to be sold include:

    US and worldwide registered trademarks
    Related domain names including Circuitcity.com and Compusa.com

Hilco Streambank is running a confidential sale process
and is entertaining offers from interested parties.

Please call Hilco Streambank for more information:

Matt Helming
Tel: 781-444-4940
E-mail: mhelming@hilcostreambank.com

     - and -

Jack Hazan
Tel: 212-610-5663
E-mail: jhazan@hilcostreambank.com

                         About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Va. Lead Case No. 08-35653) on Nov. 10, 2008.
InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, served as the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, acted as the Debtors' local counsel.
The Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel was Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC served as the Debtors' claims and voting
agent. The Debtors disclosed total assets of $3,400,080,000 and
debts of $2,323,328,000 as of Aug. 31, 2008.

Circuit City opted to liquidate its 721 stores and obtained the
Bankruptcy Court's approval to pursue going-out-of-business sales,
and sell its store leases in January 2009.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

On Sept. 14, 2010, the Court entered an order confirming the
Debtors' Plan of Liquidation, which created the Circuit City
Stores, Inc. Liquidating Trust and appointed Alfred H. Siegel as
Trustee.  The Plan became effective Nov. 1, 2010.


CLEARWIRE CORP: Crest Files Revised Proxy Statement on Merger
-------------------------------------------------------------
Crest Financial Limited, the largest minority stockholder of
Clearwire Corporation, on April 24 filed with the Securities and
Exchange Commission (SEC) a revised preliminary proxy statement
regarding the proposed merger between Clearwire Corporation and
Sprint Nextel Corporation.  Once its proxy statement is declared
effective by the SEC, Crest intends to wage a campaign to convince
the Clearwire stockholders to vote against the proposed merger.

Crest has made a number of public statements, including through
letters, press releases and filings with the Federal
Communications Commission and the Delaware Court of Chancery,
regarding its opposition to the Sprint-Clearwire merger. This
process continued on April 23 in a new letter to the Clearwire
Board of Directors.

In the letter, Crest continued to express its strongly held belief
that Clearwire should be left to realize the full value of its
spectrum by implementing its multi-customer strategy as an
independent company.  Crest asserted that the market itself, as
evidenced by the spectrum purchase offers from DISH Network and
Verizon, demonstrates that this path is real.  By contrast, Crest
said that Clearwire's threats of bankruptcy or debt default are
not real.  In Crest's view, with a bidding war heating up for
Clearwire's valuable spectrum through the SoftBank and DISH offers
for Sprint and the offers made directly to Clearwire for spectrum,
none of the relevant players would hand control of Clearwire's
spectrum to Clearwire's bondholders through a debt default or
bankruptcy filing.

Crest's letter provided a detailed statement about how Clearwire's
Board of Directors has not acted in the interests of the Clearwire
stockholders other than Sprint.  These include:

-- The Board's handing to Sprint the value of the Clearwire
spectrum without maintaining for itself the flexibility to pursue
alternative transactions.  This is in stark contrast to the Sprint
Board, which has the right under its merger agreement with
SoftBank to consider such alternatives and to terminate this
merger agreement for a superior offer.

-- The Board's failure to recognize the substantial value of
Clearwire's spectrum.  Using a pro forma cash flow analysis in
Sprint's proxy statement, Crest shows that a combined Sprint-
Clearwire provides to SoftBank a positive net present value in the
range of $6.5 billion to $10.5 billion versus a standalone Sprint
that has to build its own network.

-- The Board's agreeing to a convertible debt instrument with
Sprint the primary purpose of which is to force the Clearwire
minority stockholders to make an untenable choice: Either accept
Sprint's inadequate and unfair merger offer or suffer significant
dilution of their shares to Sprint.

-- The Board's failure to obtain the necessary consents to accept
the convertible debt financing offers, and the liquidity that
would go with them, from both Crest and Aurelius Capital
Management LP.

Crest also pointed out that it is Sprint, not Clearwire, that had
to find a transaction partner to save it from its failing
finances.  While Sprint was starving for cash, overrun with debt,
losing customers, and facing a very legitimate risk of bankruptcy,
Clearwire had its valuable spectrum assets and the cash available
to meet its build-out objectives.  However, it was the Sprint
Board, and not the Clearwire Board, that turned this situation
into an advantage, Crest states in its letter.

Finally, Crest's letter asks how the Clearwire Board could press
ahead with a vote on the Sprint-Clearwire transaction when the
fluid situation in the market leaves Clearwire's stockholders with
a lack of clarity about what they are voting for or against as
well as what is the future of Clearwire's majority stockholder,
Sprint.  Crest believes that the Clearwire Board is presenting the
Clearwire stockholders with a choice: Take the inadequate offer
from Sprint or allow Clearwire to continue on the independent path
that Crest has described.  Crest also asserts that the Clearwire
Board should answer a number of questions so that the Clearwire
stockholders can make an informed choice, including whether these
market moves demonstrate that Clearwire's spectrum is
significantly more valuable than the value the Sprint offer
attributes to it; and who will control Sprint, Clearwire's
majority stockholder, and what business plan will Sprint's new
majority stockholder implement to realize the full value of
Clearwire's spectrum.

Crest has hired the proxy-solicitation firm D. F. King & Co., Inc.
to help it oppose the proposed Sprint-Clearwire merger.  Crest has
also filed a lawsuit in Delaware against Sprint, Clearwire, the
directors of Clearwire, and others because Crest believes that the
defendants breached their fiduciary duties by scheming to extract
value from Clearwire at the expense of the minority stockholders.
In addition, Crest has petitioned the Federal Communications
Commission to block the proposed Softbank-Sprint and Sprint-
Clearwire transactions because they would treat minority
stockholders of Clearwire unfairly and the transactions would not
be in the public's best interest.

                   About Crest Financial Limited

Crest Financial Limited is a limited partnership under the laws of
the State of Texas. Its principal business is investing in
securities.

                    About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a provider of 4G mobile broadband network
services in 68 markets, including New York City, Los Angeles,
Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C.,
Atlanta and Boston.

The Company reported a net loss attributable to the Company of
$717.33 million in 2011, a net loss attributable to the Company of
$487.43 million in 2010, and a net loss attributable to the
Company of $325.58 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $8.14
billion in total assets, $5.86 billion in total liabilities and
$2.28 billion in total stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on April 10, 2013,
Standard & Poor's Ratings Services said that its 'CCC' corporate
credit rating and all other ratings on Bellevue, Wash.-based
wireless service provider Clearwire Corp. remain on CreditWatch,
where they were placed with positive implications, on Dec. 13,
2012, following the announcement that majority-owner Sprint Nextel
Corp. offered to purchase the remaining 49% stake in Clearwire
that it did not already own.  It is S&P's view that this
acquisition would most likely be linked to consummation of Japan-
based SoftBank Corp.'s pending purchase of Sprint Nextel.


CPI CORP: Delays Fiscal 2013 Annual Report for Lack of Resources
----------------------------------------------------------------
CPI Corp. has determined that it is unable to timely file its
annual report on Form 10-K for the year ended Feb. 2, 2013, and
the Company expects that it will not be able to file the Form 10-K
within the fifteen-day extension permitted by the rules of the
U.S. Securities and Exchange Commission.

On April 3, 2013, the Company permanently closed all of its studio
and store operations located in the United States and Puerto Rico.
As a result of the store and studio closures, the Company
terminated approximately 4,332 employees.  In addition, on
April 15, 2013, the Superior Court of Justice in the Province of
Ontario issued an order in the Application under Section 243(1) of
the Bankruptcy and Insolvency Act, R.S.C. 1985, cB-3, as amended
and Section 101 of the Courts of Justice Act, R.S.O. 1990, C.C.43,
as amended, appointing Duff & Phelps Canada Restructuring Inc. as
receiver and receiver and manager without security of all of the
assets, undertakings and properties of CPI Corp., an unlimited
liability company organized under the laws of Nova Scotia, CPI
Portrait Studios of Canada Corp., an unlimited liability company
organized under the laws of Nova Scotia, and CPI Canadian Images,
an Ontario partnership, acquired for, or used in relation to a
business carried on by the Debtors, including all proceeds
thereof.  The Debtors are indirect subsidiaries of the Company.

As a result of these events, the Company is without the personnel
or resources to complete the Form 10-K.  The Company plans not to
conduct business in the U.S. and Puerto Rico other than in
connection with its corporate and disclosure obligations under law
and in connection with the winding up of its affairs.

                           About CPI Corp.

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

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

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


CROWN POINT COUNCIL: Court to Review Jurisdiction in "Brown" Suit
-----------------------------------------------------------------
E.D. Arkansas District Judge Kristine G. Baker on April 10 granted
the motion for summary judgment filed by certain of the defendants
in the lawsuit, DAVID BROWN, Plaintiff, v. PAUL BERHNDT, CROWN
POINT TIME SHARING, INC., CROWN POINT COUNCIL OF CO-OWNERS, VICKI
WHITED, CROWN POINT CONDOMINIUM OWNER'S ASSOCIATION, Defendants,
Case No. 1:12-cv-00024-KGB (E.D. Ark.).

Mr. Brown sued as a result of injuries obtained while on a family
vacation at the Crown Point Condominiums, a private resort in
Horseshoe Bend, Arkansas.  Mr. Brown alleges causes of action
under Title III of the Americans with Disabilities Act of 1990, 42
U.S.C. Sec. 12101, et seq.; the Fair Housing Act, 42 U.S.C. ?
3604; the Arkansas Fair Housing Act, Ark. Code Ann. Sec. 16-123-
201, et seq.; the Arkansas Civil Rights Act of 1993, Ark. Code
Ann. Sec. 16-123-101, et seq.; and state-law negligence.

The Brown Action has been stayed as to the Crown Point Council of
Co-Owners, Inc., because the Council is currently a debtor in
Chapter 11 bankruptcy (Bankr. E.D. Ark. Case No. 11-17617).

In an April 10 Opinion and Order available at http://is.gd/apKrZj
from Leagle.com, Judge Baker said, "defendants' motion for summary
judgment is granted as to Mr. Brown's claims under Title III of
the ADA and the FHA, and those claims are dismissed with
prejudice. As to Mr. Brown's AFHA, ACRA, and state-law negligence
claims, the Court declines to exercise supplemental jurisdiction
over those claims.  The period of limitations on Mr. Brown's
state-law claims is tolled under 28 U.S.C. [Sec.] 1367(d) for 30
days after entry of judgment in this case, unless Arkansas gives a
longer tolling period.  Judgment will be entered accordingly."

In an April 19 Substituted Opinion and Order available at
http://is.gd/UiNxx7from Leagle.com, Judge Baker clarified that
the "ruling does not apply to Mr. Brown's claims against the
Council, which are stayed."

As to Mr. Brown's AFHA, ACRA, and state-law negligence claims,
Judge Baker said the Court "lacks diversity jurisdiction over
these claims under 28 U.S.C. Sec. 1332 on the current record
before the Court."

Judge Baker also removed the case from the trial docket and
directed the parties to brief the following issues:

     (1) How the Court should proceed in regard to the Council,
         which remains in bankruptcy and against which the action
         is stayed;

     (2) Whether 28 U.S.C. Sec. 1334 applies and, if so, whether
         the Court should exercise permissive abstention;

     (3) Whether the Court should allow the record to be reopened
         and supplemented for the sole purpose of establishing
         the Court's diversity jurisdiction; and

     (4) Whether, if diversity jurisdiction is lacking and
         supplementation of the record at this stage is not
         appropriate, the Court should decline to exercise
         supplemental jurisdiction over the remaining state law
         claims under 28 U.S.C. Sec. 1367.

The Court set the following briefing schedule for the parties:
opening briefs should be filed by May 3, 2013, responses are due
ten business days after opening briefs are filed, and replies are
due five business days after opening briefs are filed.


DAVIS HEALTH: Liquidity Drop Cues Moody's to Lower Rating to B2
---------------------------------------------------------------
Moody's Investors Service downgraded Davis Health System's long-
term rating to B2 from Ba2 and has placed the rating under review
for downgrade. This action affects the Series 1998 Fixed Rate
Hospital Revenue Bonds (approximately $8.0 million outstanding)
and Series 1999 Fixed Rate Hospital Revenue Bonds ($5.6 million
outstanding) issued through the Randolph County Commission.

The action follows a substantial drop in liquidity and continued
operating losses based on management-prepared unaudited, fiscal
year 2012 financial statements ending December 31, 2012 and
interim results through January 2013.

Management reports the significant decline in unrestricted
liquidity is largely associated to revenue cycle problems caused
by the implementation of a new and upgraded electronic medical
record IT system, that has led to a larger than anticipated
increase in patient receivables. Management reports it has begun
to address these issues and expects improvement in revenue cycle
during FY 2013. DHS also reports it has received a $2 million
payment for IT meaningful use payments that will be reflected in
its March 2013 interim financials.

Management reports DHS met all its covenants on outstanding
privately-placed debt as of December 31, 2012 and remains in
compliance, however, the system is in close proximity to its days
cash on hand requirement under a bank loan agreement.

Moody's expects to complete a full review within 90 days.

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


DEWEY & LEBOEUF: Insurer XL and Davis Settle for $19.5MM
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the pot for creditors of Dewey & LeBoeuf LLP will be
enhanced with $19 million paid by XL Specialty Insurance Co., the
provider of the defunct firm's management-liability policy.  In
addition, the firm's former Chairman Steven Davis will give the
firm a note for $511,000.  In return, Dewey will waive all claims
against XL and Davis.

The report relates that, assuming the settlement is approved at a
May 13 hearing, the bankruptcy court will sign an order preventing
individual creditors from suing Mr. Davis and XL, on the same
terms as the protection given to former firm partners who settled.

The amount of the note Davis will give in settlement is calculated
under the same formula used to decide how much other partners were
required to pay in exchange for waivers of claims.  Mr. Davis
never was sued.  In November, the bankruptcy court authorized the
creditors' committee to sue.  The claims against XL and Davis were
resolved through mediation.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February and implemented in March.  The firm estimated
that midpoint recoveries for secured and unsecured creditors under
the plan would be 58.4 percent and 9.1 percent, respectively.  The
plan created a trust to collect and distribute remaining assets.
The trust settled with XL and Davis.

                       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 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.


DUFF & PHELPS: S&P Gives B Issuer Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' issuer
credit rating on Duff & Phelps Corp. following the completion of
the company's $665.5 million leveraged buyout led by The Carlyle
Group and Stone Point Capital LLC.  The rating outlook is stable.
In addition, S&P assigned its 'B' issue rating on the company's
$349 million, seven-year first-lien term loan and $75 million,
five-year first-lien revolver.  S&P also assigned its '3' recovery
rating on the debt issues, indicating its expectation for
meaningful (50%-70%) recovery for lenders in the event of a
payment default.

The final credit agreement contains a negative covenant that
prohibits additional indebtedness if the total net leverage ratio,
as defined, exceeds 6.1x.  The agreement also contains a financial
covenant that prohibits borrowings under the revolver if such
borrowings exceed 20% of the aggregate commitments under the
revolver and if the first-lien net leverage ratio, as defined, is
greater than 5.2x through year-end 2013.  This first-lien net
leverage ratio threshold eventually declines to 4.0x from June 30,
2017, through Dec. 31, 2018.

RATINGS LIST

New Ratings

Duff & Phelps Corp.
Issuer Credit Rating                            B/Stable/--

Senior Secured

  $349 mil. first-lien term loan due 2020        B
   Recovery Rating                               3

  $75 mil. first-lien revolver due 2018          B
   Recovery Rating                               3


EAGLE RECYCLING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Eagle Recycling Systems Inc.
        4711 Dell Avenue
        North Bergen, NJ 07047

Bankruptcy Case No.: 13-18412

Chapter 11 Petition Date: April 19, 2013

About the Debtor: 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.

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

Judge: Rosemary Gambardella

Debtor's Counsel: Vincent F. Papalia, Esq.
                  SAIBER, LLC
                  18 Columbia Turnpike, Suite 200
                  Florham Park, NJ 07932
                  Tel: (973) 622-3333
                  Fax: (973) 622-3349
                  E-mail: vfp@saiber.com

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

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

The petition was signed by Jeffrey Marangi, authorized agent.

Affiliate that simultaneously filed separate Chapter 11 petition:

        Entity                        Case No.
        ------                        --------
Lieze Associates, Inc.                13-18413

Eagle Recycling's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Environmental Logistics Services   --                   $1,637,589
Div of ELS Transportation, LLC
15 Polhemus Lane
Bridgewater, NJ 08807

Live Earth, LLC                    --                     $788,273
6140 Parkland Boulevard, Suite 300
Mayfield Heights, OH 44124

American Rail Logistics, LLC       --                     $235,200
3465 South Arlington Road, Unit E Box 175
Akron, OH 44312

Township of North Bergen           --                     $149,697

Bill Frank Trucking                --                     $140,358

Thompson Hine, LLP                 --                      $67,133

Treasurer State of NJ              --                      $66,777

Super Quality Oil Co.              --                      $48,693

Municipal Utilities Authority      --                      $46,215
North Berg

Morvillo, Abramowitz               --                      $36,000

Scarinci & Hollenbeck, LLC         --                      $34,240

Van Dyk Baler Corp.                --                      $22,644

PSE & G                            --                      $14,478

David M. DeClement, Esq.           --                      $13,781

SEP, LLC                           --                       $8,925

PC Scale, Inc.                     --                       $8,720

Binder Machinery                   --                       $7,958

WV Tire Disposal, Inc.             --                       $5,000

IPFS Corporation                   --                       $4,933

Trans Bearing Co., Inc.            --                       $4,754


EASTMAN KODAK: Brother to Buy Document Imaging Bus. for $210MM
--------------------------------------------------------------
Eastman Kodak Company, on behalf of itself and its bankruptcy
estate, entered into an Asset Purchase Agreement with Brother
Industries, Ltd., pursuant to which Brother will acquire certain
assets, and will assume certain obligations, primarily related to
Kodak's Document Imaging business through a supervised sale under
Section 363 of the Bankruptcy Code.

The purchase price for the Transferred Assets under the Agreement
is approximately $210 million, subject to certain price
adjustments at and after closing.  In addition, Brother will
assume the deferred service revenue liability of the Business,
which totaled approximately $67 million as of Dec. 31, 2012.  In
connection with the execution of the Agreement, Brother deposited
$8.4 million into an escrow account as a good faith deposit, which
will either be applied to the Purchase Price or released to one of
the parties in accordance with the Agreement.  Additional parties
to the transaction are Kodak Near East, Inc. and, with respect to
certain provisions, Eastman Kodak Holdings B.V.

In accordance with the Agreement, Kodak filed a motion on
April 18, 2013, with the Bankruptcy Court for, among other things,
authority to sell the Transferred Assets to Brother pursuant to
Section 363 of the Bankruptcy Code and the entry of an order
establishing bidding procedures to permit higher and better bids,
setting a date for an auction should such bids be received and
setting a hearing date for the approval of the sale of the assets
to the winning bidder.

Simultaneously with the execution of the Agreement, Brother made
irrevocable offers to purchase the assets of the Business located
in Belgium, France and the Netherlands pursuant to the terms set
forth therein, which are substantially similar to the terms
contained in the Agreement.  Pursuant to mandatory provisions of
local law, no decision may be taken as to the disposal of the
assets located in Belgium, France and the Netherlands until a
consultation process with the local works' councils is completed.
For the same reasons, the transfer of certain assets of the Swiss
subsidiary, Eastman Kodak SARL, related to France, Belgium and the
Netherlands, is subject to the transfer of the corresponding
assets located in France, Belgium and the Netherlands.  The
irrevocable offers expire on March 31, 2014.

The consummation of the transactions contemplated by the Agreement
is subject to higher or better competing bids, approval of the
Bankruptcy Court and the satisfaction or waiver of certain
customary closing conditions, including, but not limited to: (i)
the fulfillment of typical covenants and agreements and the
confirmation of certain representations and warranties set forth
in the Agreement, (ii) the receipt of any required third party
consents or governmental approvals, and (iii) the release of
certain bankruptcy liens.

The Agreement contains representations and warranties of Kodak,
including, among others, with respect to consents of governmental
authorities, financial statements, certain specified material
contracts, compliance with laws, litigation, employee benefits,
taxes, insurance, intellectual property, environmental matters and
ownership, authority and good standing.

The Agreement contains a non-solicitation provision pursuant to
which Kodak has agreed not to solicit certain offers for an
alternative transaction solely to acquire all or a material
portion of the Business prior to the entry of the Bidding
Procedures Order and, if Brother is selected as the successful
bidder, during the period following such selection until the valid
termination of the Agreement.  However, Kodak is permitted to take
any actions it deems necessary or advisable to pursue and, if
practicable, consummate an alternative transaction that is not a
Standalone Transaction or a retention of the Business until
June 6, 2013.  After June 6, 2013, Kodak is subject to a non-
solicitation provision with respect to a Bundled Transaction.

Kodak has entered into covenants in the Purchase and Sale
Agreement, including, among others, covenants (i) to operate the
Business in the ordinary course consistent with past practice, and
not to enter into certain types of transactions, (ii) to use
reasonable best efforts to obtain necessary regulatory consents,
and (iii) subject to certain exceptions, not to engage in
specified activities competitive with the Business for specified
periods following the closing date.

The Agreement contains certain termination rights for Kodak and
Brother, as the case may be, applicable upon, among other events
and subject to certain exceptions, (i) the transaction not having
been consummated on or prior to Sept. 3, 2013, (ii) the entry of a
final and non-appealable order prohibiting the consummation of the
transaction in certain jurisdictions, (iii) an uncured breach of
representations, warranties or covenants that would result in the
non-satisfaction of the related closing conditions that is not
cured within 30 days or Sept. 3, 2013, if earlier, (iv) certain
actions by the Bankruptcy Court or Kodak in furtherance of an
alternative transaction, (v) Kodak's delivery of a notice on or
prior to June 6, 2013 of Kodak's intention to pursue a Bundled
Transaction or (vi) if the Bidding Procedures Order is not entered
prior to 14 days following the filing of the Bidding Procedures
and Sale Motion.

The Agreement further provides that Kodak will be obligated to pay
a break-up fee to Brother of approximately $8.3 million in certain
circumstances, including (i) Kodak taking certain actions in
furtherance of an alternative transaction and (ii) Kodak entering
into an alternative transaction within six months of the Agreement
being terminated due to certain other termination events mentioned
in the preceding paragraph.  The Agreement also provides that
Kodak will be obligated to pay for Brother's expenses in certain
circumstances, including Kodak's breach of any representations,
warranties or covenants or the consummation of a competing
transaction with another bidder.  This expense reimbursement will
be the sum of certain expenses incurred in connection with the
execution of the Agreement and the consummation of the
transactions contemplated thereby (which amount will not exceed
approximately $3.5 million) and expenses incurred after the
execution of the Agreement in connection with, among other items,
employment matters, setting up foreign acquisition entities,
application fees related to antitrust filings and finalization of
certain ancillary agreements (which amount shall not exceed
approximately $2 million).

The Agreement also contains certain indemnification provisions
whereby Kodak will indemnify Brother for, among other matters,
excluded liabilities, and Brother will indemnify Kodak for, among
other matters, certain post-closing liabilities of the Business.

Upon the closing of the transactions contemplated by the
Agreement, the parties will enter into certain ancillary
agreements, including, among others, (i) a real estate lease,
pursuant to which Kodak will lease to Brother approximately
141,000 square feet of office space at Eastman Business Park in
Rochester, New York for a period of three years subject to the
terms and conditions set forth therein, (ii) an equipment supply
agreement, pursuant to which Kodak Electronic Products Shanghai,
an affiliate of Kodak, will supply Brother with products sold in
the Business for a period of four years subject to the terms and
conditions set forth therein, (iii) a trademark license agreement,
pursuant to which Kodak will grant to Brother and certain of
Brother's subsidiaries a five year worldwide exclusive license to
utilize the Kodak brand and trade dress in the document imaging
field, (iv) certain license agreements, pursuant to which Brother
will (A) license certain rights in all patents owned by Kodak
(other than patents included in the Transferred Assets), (B)
sublicense certain rights retained by Kodak in the DC/KISS patents
sold to the DC/KISS Licensors (as defined in the DC/KISS Patents
Sublicense Agreement), and (C) license certain rights in all
software (other than software included in the Transferred Assets)
and intellectual property (other than any patents, trademarks, or
know-how) owned by Kodak and used in the operation of the Business
as of the closing date, (v) a patent grant-back license agreement,
pursuant to which Kodak will license back from Brother certain
rights in the patents included in Transferred Assets, and (vi)
transition services and reverse transition services agreements.

                       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.


EVERGREEN OIL: Waste Oil Collector Set for June 24 Auction
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Evergreen Oil Inc., a waste oil collector and
re-refiner, will sell the business at auction on June 24.  The
bankruptcy court in Santa Ana, California, approved auction and
sale procedures this week.  Preliminary bids are due May 23.  A
hearing to approve the sale will take place quickly after the
auction.

                        About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013, in Santa Ana California.

The Debtors on the petition date filed applications to employ
Levene, Neale, Bender, Yoo & Brill L.L.P. as bankruptcy counsel;
Jeffer, Mangels Butler & Mitchell L.L.P. as special corporate
counsel effective; and Cappello Capital Corp. as exclusive
investment banker.

The Debtors each estimated assets and debts of $50 million to
$100 million.  According to the docket, the formal schedules of
assets and liabilities are due April 23, 2013.


ENTERTAINMENT PUBLICATIONS: Fetches $17.6 Million at Auction
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the liquidating trustee for Entertainment
Publications LLC was authorized this week to sell most of the
assets after auction under a contract valued at $17.6 million.

The report notes that the company didn't attempt to reorganize in
Chapter 11.  It filed a petition for liquidation in Chapter 7 on
March 12 in Delaware.  A trustee was appointed automatically to
sell the assets.

According to the report, the buyer is HSP-EPI Acquisitions LLC.
The purchase price included $6.33 million in cash, a note for
$5.5 million, and warrants for 10 percent of the buyer's stock.

               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.


FIBERTOWER NETWORK: Court OKs Changes to Cash Collateral Order
--------------------------------------------------------------
Judge D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas, Fort Worth Division, approved
FiberTower Network Services Corp., et al.'s second motion to
modify the Final Cash Collateral Order to provide, among other
things, that the 13-week cash flow may be amended from time to
time with the prior written consent of the first lien trustee and
holders of at least 85% of the aggregate outstanding amount of the
first lien notes held by consenting Noteholders.

                   About FiberTower Corporation

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.


FIBERTOWER NETWORK: Administrative Claims Bar Date Set for May 31
-----------------------------------------------------------------
Each person or entity, including governmental units, that holds or
wishes to assert an administrative claim arising under Sections
503(b) or 507(a)(2) of the Bankruptcy Code against FiberTower
Network Services Corp., et al.'s estates that arose during the
period from the Petition Date to April 30, 2013, must file a
request for allowance of that administrative expense claim no
later than May 31, 2013.

                   About FiberTower Corporation

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.


FIRST SECURITY: EJF Capital Held 9.7% Equity Stake at April 12
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, EJF Capital LLC and its affiliates disclosed that, as
of April 12, 2013, they beneficially owned 6,080,000 shares of
common stock of First Security Group, Inc., representing 9.7% of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/b9VeCF

                    About First Security Group

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

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

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

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


FIRSTPLUS FINANCIAL: Dallas Judge Affirms Plan Confirmation
-----------------------------------------------------------
District Judge Sam A. Lindsay in Dallas affirmed the bankruptcy
court's Feb. 7, 2012 order confirming the Chapter 11 Trustee's
amended plan of liquidation for FirstPlus Financial Group, Inc.,
and tossed out the appeal taken by Hulse Stucki, a general
unsecured creditor to FirstPlus.

Mr. Stucki contends the Plan, which treats the unsecured claims of
certain FirstPlus shareholders the same as the claims of general
unsecured creditors, violates 11 U.S.C. Sec. 1129(a)(1) and (a)(3)
because (1) the shareholder claims are subject to mandatory
subordination pursuant to 11 U.S.C. Sec. 510(b); and (2) allowing
payments to the shareholders when the general unsecured creditors
have not been paid in full violates the absolute priority rule in
11 U.S.C. Sec. 1129(b)(2)(B)(ii).

Mr. Stucki filed a general unsecured proof of claim of $121,236.

The District Court, however, held that the bankruptcy court did
not err in finding that the payments to the shareholders when the
general unsecured creditors were not paid in full does not violate
the absolute priority rule.

The case is HULSE STUCKI, Appellant, v. MATTHEW ORWIG, Chapter 11
Trustee, Appellee, Civil Action No 3:12-CV-1064-L (N.D. Tex.).  A
copy of the Court's April 12, 2013 Memorandum Opinion and Order is
available at http://is.gd/b8V33afrom Leagle.com.

                     About FirstPlus Financial

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. (Pink
Sheets: FPFX) -- http://www.firstplusgroup.com/-- was a
diversified company that provided commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company had three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., had three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly owned FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development had one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended reorganization plan
was confirmed in that case in April 2000.

FirstPLUS Financial Group filed for Chapter 11 protection (Bankr.
N.D. Tex. Case No. 09-33918) on June 23, 2009.  Aaron Michael
Kaufman, Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, served as counsel.  The Debtor had total assets of
$15,503,125 and total debts of $4,539,063 as of June 30, 2008.
FirstPLUS Financial Group disclosed $1,264,637 in assets and
$10,347,448 in liabilities as of the Chapter 11 filing.

Matthew D. Orwig was appointed as the Chapter 11 trustee in the
Debtor's cases.  He is represented by Peter A. Franklin, Esq., and
Erin K. Lovall, Esq., at Franklin Skierski Lovall Hayward LLP.
Franklin Skierski was elevated to lead counsel from local counsel
in the stead of Jo Christine Reed and SNR Denton US LLP, due to
the maternity leave of Ms. Reed.  Kurtzman Carson Consultants
served as notice and balloting agent.


FISKER AUTO: Execs, DoE Officer Appear at House Committee Hearing
-----------------------------------------------------------------
Jamie Mason, writing for The Deal Pipeline, reports that
executives at Fisker Automotive Inc. and the Department of
Energy's supervisory senior investment officer Nicholas Whitcombe
were scheduled to testify April 24 in front of the U.S. House of
Representatives subcommittee of the Oversight and Government
Reform Committee led by chairman Jim Jordan, a republican U.S.
Representative for Ohio's 4th congressional district.

According to The Deal, the hearing was titled "Green Energy
Oversight: Examining the Department of Energy's Bad Bet on Fisker
Automotive" and was to examine taxpayer support offered to Fisker,
including the $529 million loan Fisker received from the U.S.
Department of Energy.  Fisker executives Henrik Fisker, the
company's former chairman and founder; Tony Posawatz, its CEO; and
Bernhard Koehler, its chief operating officer; were witnesses for
the testimony.  Witnesses were to give sworn testimony regarding
whether the Fisker loan is in default or the company has made its
scheduled payments.

Days before the hearing, the U.S. Department of Energy said it
seized $21 million from Fisker.  "On April 11, the Department
recouped the company's approximately $21 million reserve account -
- funds that came from the company's sales and investors, not our
loan -- and will apply those funds to the loan," DOE
representative Aoife McCarthy said in an e-mailed statement,
according to The Deal report.

"Given the obvious difficulties the company is facing, we are
taking strong and appropriate action on behalf of [U.S.]
taxpayers. Using the safeguards we write into our loan agreements,
the Department stopped disbursing on the loan in June 2011 after
the company fell short of the aggressive milestones that we had
established as a condition of the loan. As a result, while our
original loan commitment was for $529 million, only $192 million
was actually disbursed," Mr. McCarthy said.

According to The Deal, Sam Hamadeh, founder and CEO at PrivCo LLC,
which provides financial data on privately held companies, said
Fisker has defaulted on numerous loan terms since at least June
2011.  The Deal relates that, according to exclusive information
provided by Mr. Hamadeh, "Fisker 'missed' its first interest
payment [on April 22] in purely layman's terms in that [the
company] did not have sufficient cash left in their own
unrestricted cash bank accounts to make the $20.2 million first
loan payment."  However, "with DOE knowledge and tacit approval,
Fisker requested a withdrawal of $20.2 million from its restricted
cash reserve account held at the Federal Financing Bank as a
'blocked' account as secured collateral . . . for the protection
of U.S. taxpayers," Hamadeh said. "Then [Fisker] used that
withdrawal to make the loan payment, though in this case the $20.2
million was wired directly to the DOE Energy Vehicle Loan Fund as
a timely payment by Fisker of its first $20.2 million loan
repayment," Mr. Hamadeh said.

According to Mr. Hamadeh, these actions will give Fisker three
more months before its next scheduled loan payment is due to the
Department of Energy on July 22, and allowed the company to avoid
a default, foreclosure or a Chapter 11 bankruptcy filing before
the Congressional hearing Wednesday.

The Deal notes Fisker has been working with J. Stephen Worth, a
senior managing director at Evercore Partners Inc., since
December.  Mr. Worth couldn't be reached for comment Tuesday.
Fisker also hired Kirkland & Ellis LLP to advise it on a
restructuring, but the law firm refused to comment.

Meanwhile, The Wall Street Journal's Yuliya Chernova and Mike
Ramsey recount Fisker's rise and fall in this article
http://is.gd/g1N4UP


FONTAINEBLEAU LAS VEGAS: Spiegelworld Wins Favorable Ruling
-----------------------------------------------------------
Miami Bankruptcy Judge A. Jay Cristol granted Spiegelworld, LLC's
motion for summary judgment in the lawsuit filed against it by the
Chapter 7 trustee for Fontainebleau Las Vegas Holdings, LLC.

The Chapter 7 Trustee's complaint seeks avoidance of a
preferential transfer made on April 17, 2009, for $40,000.
Spiegelworld, however, argues it provided $80,000 worth of new
value to the Debtors after receiving the $40,000 preferential
payment, and that the Defendant did not receive any payments for
the services rendered after the preferential payment date.

The Debtors and the Defendant entered into a contract on Oct. 24,
2008, where the Defendant would provide services to design a
theater venue and create, produce, and execute a live theater show
exclusively for the Debtors.

The lawsuit is, SONEET R. KAPILA, Chapter 7 Trustee of the estate
of FONTAINEBLEAU LAS VEGAS HOLDINGS, LLC, et al., Plaintiff, v.
SPIEGEL, LLC, Defendant, Adv. Proc. No. 11-02091 (Bankr. S.D.
Fla.).  A copy of the Court's April 12, 2013 Order is available at
http://is.gd/axx7L8from Leagle.com.

Moumita Rahman, Esq. -- moumita@rahmanlawpllc.com -- at Law Firm
of Moumita Rahman, PLLC, in New York, represents the Defendant.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- was
planned as a hotel-casino on property along the Las Vegas Strip.
Its developer, Fontainebleau Las Vegas Holdings LLC and
affiliates, filed for Chapter 11 protection (Bankr. S.D. Fla. Lead
Case No. 09-21481) on June 9, 2009.

Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represented the Debtors in their restructuring effort.  Kurtzman
Carson Consulting LLC served as the Debtors' claims agent.
Attorneys at Genovese Joblove & Battista, P.A., and Fox
Rothschild, LLP, represented the Official Committee of Unsecured
Creditors.  Fontainebleau Las Vegas LLC estimated more than
$1 billion in assets and debts, while each of Fontainebleau Las
Vegas Capital Corp. and Fontainebleau Las Vegas Holdings LLC
estimated less than $50,000 in assets.

In February 2010, Icahn Enterprises L.P. acquired Fontainebleau
for roughly $150 million.  The bankruptcy case was subsequently
converted to Chapter 7.  Soneet R. Kapila has been named the
trustee for the Chapter 7 case of Fontainebleau Las Vegas.


FREESEAS INC: Incurs $30.8 Million Net Loss in 2012
---------------------------------------------------
Freeseas Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing a net loss of
US$30.88 million on US$14.26 million of operating revenues for the
year ended Dec. 31, 2012, as compared with a net loss of
US$88.19 million on US$29.53 million of operating revenues for the
year ended Dec. 31, 2011.  The Company incurred a net loss of
US$21.82 million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $114.35
million in total assets, $106.55 million in total liabilities and
$7.80 million in total shareholders' equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred 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.  It has
also failed to make required payments to Deutsche Bank Nederland
as agreed to in its Sept. 7, 2012, amended and restated facility
agreement and received notices of default from First Business
Bank.  Furthermore, the vast majority of the Company's assets are
considered to be highly illiquid and if the Company were forced to
liquidate, the amount realized by the Company could be
substantially lower that the carrying value of these assets.
These conditions among others raise substantial doubt about the
Company's ability to continue as a going concern.

A copy of the Form 20-F is available for free at:

                        http://is.gd/hYqLac

                         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.


GGW BRANDS: Trustee Sues Founder Joe Francis
--------------------------------------------
Katy Stech, writing for Dow Jones Newswires, reports that R. Todd
Neilson, who recently took control of Girls Gone Wild's companies,
filed a lawsuit Tuesday with the U.S. Bankruptcy Court in Los
Angeles, asking Judge Sandra Klein to issue a restraining order
that would keep the company's founder Joe Francis more than 100
feet away from company's Santa Monica office and bar him from
contacting its 17 employees.  Mr. Neilson accused Mr. Francis of
making violent threats to employees on Sunday -- including threats
of physical harm -- on the claim that some Girls Gone Wild
employees "were not obeying his commands."

The report relates Mr. Neilson also said Mr. Francis has tried to
block his investigation into the company's finances, which
violates the U.S. Bankruptcy Code's automatic stay rule that
blocks outsiders from "exercise[ing] control over property" of the
company.  Mr. Neilson also said the court should punish Mr.
Francis with a "monetary civil sanction" of an unspecified amount,
though he acknowledged that such a sanction might be difficult to
collect.

Mr. Francis is represented by David Houston, Esq.  Dow Jones
reports the lawyer was in court on Wednesday morning and not
available to comment on the lawsuit.

Dow Jones relates Mr. Neilson took over the companies earlier this
month amid complaints that they had been improperly paying for Mr.
Francis's luxury cars and mansion stays in California and Mexico
-- all business expenses that company executives had argued were
crucial to projecting his "bad boy" image.

According to the report, Ronald Tym, an attorney for GGW Brands,
told Dow Jones that the company won't appeal Mr. Neilson's
appointment.  "The Chapter 11 trustee's goals are the same as ours
would be: to make the company healthy again," Tym said.

                         About GGW Brands

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

Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC
also sought Chapter 11 protection.

In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as
Chapter 11 Trustee to take over the companies.  Mr. Neilson has
investigated failed solar-power company Solyndra and was involved
in the Mike Tyson and Death Row Records bankruptcy cases.


GLOBALSTAR INC: Forbearance with Noteholders Extended to April 29
-----------------------------------------------------------------
Globalstar, Inc., said 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."

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 can not 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 that 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

Covington, Louisiana-based Globalstar Inc. provides mobile
satellite voice and data services.  Globalstar offers these
services to commercial and recreational users in more than 120
countries around the world.  The Company's products include mobile
and fixed satellite telephones, simplex and duplex satellite data
modems and flexible service packages.

                           *     *     *

As reported by the Troubled Company Reporter on June 13, 2012,
Globalstar Inc. announced on May 16, 2012, the decision of the
arbitrators in the commercial arbitration concerning its 2009
satellite manufacturing contract with Thales Alenia Space France.

Although the Company and Thales may agree to other terms,
the arbitrators' ruling requires Globalstar to pay Thales
approximately EUR53 million in Phase 3 termination charges by
June 9, 2012.  The Company disputes the merits of the Award and is
currently considering its options to oppose, seek to vacate, or
otherwise challenge the Award.

On June 11, Globalstar said it did not make payment of the Award
to Thales on or prior to June 9.  As a result, among other things,
the Award has begun to accrue simple interest.  The Company
continues to engage in discussions with Thales in an effort to
reach a consensual resolution.

On May 23, 2012, Thales commenced an action in the District Court
for the Southern District of New York by filing a petition to
affirm the Award.  The Company is currently in negotiations with
Thales in an effort to reach an amicable resolution of their
disputes.  In the event the parties fail to reach such an
agreement, the Company currently intends to move to vacate the
Award.

On the same date that Thales commenced the New York Proceeding,
Thales sent a notice to the agent under the Company's secured bank
facility, pursuant to section 2.3 of a Direct Agreement between
Thales, Globalstar, and the Agent, dated June 5, 2009, notifying
the Agent, among other things, of the Award, that it deems the
failure to pay the Award a default under the Construction
Agreement, and that it is reserving all of its rights under the
Direct Agreement and the Construction Agreement, including the
right to suspend performance under the Direct Agreement, if the
Company's default is not cured within 30 days of receipt of the
Notice.

Pursuant to section 2.3 of the Direct Agreement, Thales must wait
30 days from the date of notice to the Agent before suspending
performance under the Construction Agreement and, if the default
is not cured 30 days after the date of suspension of performance,
Thales may terminate the Construction Agreement in accordance with
its terms.  There can be no assurance that Thales will not seek to
terminate the Construction Agreement before the requisite periods
expire.  Should Thales seek to terminate the Construction
Agreement prematurely, the Company would pursue all of its rights
and remedies, but there can be no assurance that the Company's
interpretation would prevail.

Globalstar and Thales have initiated post-ruling discussions to
seek mutually agreeable solutions on all aspects of the
Construction Agreement and the Award.  No assurance can be given
that the Company will be successful in reaching agreement with
Thales as to the Construction Agreement or the Award.

If the parties are not able to reach a mutually agreeable
resolution, if the Award is confirmed, final, and non-appealable
and thereafter remains unpaid without resolution, or if Thales
terminates the Construction Agreement, there are likely to be
materially negative consequences to Globalstar, including with
respect to its debt agreements, ongoing work with Thales, and
business operations, and Globalstar may be required to consider
strategic alternatives, including, without limitation, seeking
protection under Chapter 11 of the U.S. Bankruptcy Code.


GMX RESOURCES: Creditors Balk at $2-Mil. Fee for Banker
-------------------------------------------------------
Rachel Feintzeig at Dow Jones' DBR Small Cap reports unsecured
creditors are protesting GMX Resources Inc.'s plan to pay
investment banker Jefferies LLC a $2 million fee for executing a
sale they say is essentially "already a reality."

                      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.


GREYSTONE LOGISTICS: Reports $174,000 Net Income in Feb. 28 Qtr.
----------------------------------------------------------------
Greystone Logistics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $174,215 on $4.51 million of sales for the three
months ended Feb. 28, 2013, as compared with net income of
$163,798 on $4.87 million of sales for the three months ended
Feb. 29, 2012.

For the nine months ended Feb. 28, 2013, the Company reported net
income of $1.27 million on $16.70 million of sales, as compared
with net income of $914,939 on $16.87 million of sales for the
nine months ended Feb. 29, 2012.

The Company's balance sheet at Feb. 28, 2013, showed
$12.71 million in total assets, $18.15 million in total
liabilities and a $5.44 million total deficit.

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

                         http://is.gd/vQnAj3

                      About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.

Greystone reported net income of $2.49 million for the year ended
May 31, 2012, compared with a net loss of $847,204 during the
prior fiscal year.


HAMPTON CAPITAL: Court Clears Firm to Auction Equipment
-------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports a bankruptcy
judge has cleared North Carolina carpet maker Hampton Capital
Partners LLC to auction its equipment next month, with Gordon
Brothers Commercial and Industrial LLC and Counsel RB Capital LLC
kicking off bidding with a $5.1 million offer.

                  About Hampton Capital Partners

Hampton Capital Partners, LLC, an Aberdeen, N.C.-based
manufacturer of residential and commercial tufted carpets under
the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 13-bk-80015) on Jan. 7, 2013.

The Company has been producing carpet under the Gulistan name
since 1924, although it traces its roots back to 1818, when an
Armenian textile importer established a business in Turkey.  The
company began manufacturing carpet in Aberdeen in 1957, and was
acquired by J.P. Stevens & Co. Inc. in 1964.  Over the last 25
years, Gulistan Carpet has undergone several ownership changes.
In addition to its headquarters and manufacturing operations in
Aberdeen, the company has a plant in Wagram, N.C.

Northen Blue, LLP, serves as counsel to the Debtor.  Getzler
Henrich & Associates LLC is the financial consultant.

Five creditors have been appointed to serve on the Official
Committee of Unsecured Creditors of Hampton Capital Partners LLC.


HAMPTON ROADS: S. Levensalor Rejoins as Gateway Bank as V-Pres.
---------------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced that Stefanie M.
Levensalor has rejoined its subsidiary Gateway Bank Mortgage as
Vice President and Market Manager.  She will be located in the
Ghent Financial Center in Norfolk.  Ms. Levensalor served as a
Vice President and Mortgage Officer for Gateway Mortgage from 2006
to 2012 and rejoins Gateway Mortgage after serving as a Vice
President and Mortgage Officer for TowneBank Mortgage for the past
year.  She has 12 years of mortgage experience and a proven track
record of providing excellent customer service to her mortgage
clients and realtors and originating high-quality mortgages.

Douglas J. Glenn, president and chief executive officer of the
Company and chief executive officer of BHR, said, "As we implement
our One Bank strategy and sharpen our focus on our core community
banking franchise, we continue to attract talented, experienced
bankers like Stefanie who know our customers and communities and
share our excitement about the momentum and potential of our
franchise."

Chris Corchiani, CEO of Gateway Mortgage, said, "Mortgages are a
core financial product and we are excited about expanding our
presence and mortgage offerings across the Company's entire
footprint.  We plan to continue to add experienced mortgage
professionals who want to be a part of this opportunity."

Prior to joining Gateway Mortgage in 2006, Ms. Levensalor served
as a Mortgage Loan Officer and Customer Service Representative
with RBC Centura Bank from 1999 to 2006.  She earned a B.S. in
Business Administration from Elon College.

                 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: Can Hire Cameron Bell as Real Estate Broker
--------------------------------------------------------------
Haydel Properties LP sought and obtained permission to employ
Cameron Bell Properties, Inc. as real estate brokers to list for
sale, market, and sell the Debtor's real estate property.

The firm can be reached at:

     Cameron Bell
     14335 Dedeaux Road,
     Gulfport, MS 39503
     Tel: (228) 861-5939
     E-mail: cameronbell@cablenone.net

According to court papers, the firm will be paid 8% of the gross
sale price of the property sold, to be paid at closing by the
Debtor.

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

                    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.


HIGH PLAINS: Director Quits to Protest Change in Leadership
-----------------------------------------------------------
Siva Mohan resigned as a director of High Plains Gas, Inc.,
effective March 28, 2013.  He said in a statement, "During my
short time on the board, I took my responsibility to the company
and it's shareholders very seriously; however, it should be noted
that my resignation is in protest to the abrupt change in
direction and leadership which I find to be myopic, spurious, and,
simply, troublesome."

                         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.


HILAND PARTNERS: Moody's Rates $150-Mil. Senior Notes 'B3'
----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Hiland Partners,
LP's offering of $150 million of senior unsecured notes (an add-on
to the $400 million senior unsecured notes issued in September
2012). The notes are co-issued by Hiland Finance Corp. Proceeds
from the new notes will be used to pay off a portion of the
borrowings under the partnership's senior secured revolving credit
facility and to pay related fees and expenses. The Corporate
Family Rating  of B1 and other ratings of Hiland are unaffected
and the rating outlook is stable.

"Hiland's proposed Bakken pipeline continues to move forward and
is expected to improve the partnership's credit profile in the
future as a result of increased exposure to fee-based business and
crude oil transportation," said Saulat Sultan, Moody's Vice
President -- Senior Analyst. "However, outspending of cash flows
is likely to continue, leading to relatively high leverage levels
until benefits from the capital projects begin to be realized."

Moody's current ratings for Hiland are:

  LT Corporate Family Rating of B1

  Probability of Default Rating of B1 - PD

  Senior Unsecured Rating of B3

  LGD Senior Unsecured Assessment of LGD5 -- 73%

Ratings Rationale

The senior unsecured notes' rating of B3 is two notches below its
B1 CFR due to the structural superiority of the $400 million
revolving credit facility. Even though proceeds from the add-on
notes will reduce borrowings under the revolver facility, Moody's
expects growing usage at least through mid-2014, especially in the
absence of any alternative sources of capital such as non-core
assets sales or equity contributions from its owners.

The B1 CFR reflects the partnership's first-mover position within
the Bakken Shale, a rapidly expanding play where there is high
demand for midstream infrastructure development. The partnership's
practice of retaining and reinvesting its cash flow from
operations without distributions to its owners is a strong credit
positive. Hiland's rating also reflects the significant acreage
dedications from Continental Resources, Inc. (Continental, Ba1
stable), the largest acreage holder in the Bakken Shale. In
addition, Hiland benefits from its ownership by Harold Hamm, the
Chairman and controlling equity holder of Continental and Hiland.
Although corporate governance requires that the two companies
operate independently and on an arms-length basis, Hiland's
relationship with Harold Hamm provides unique and valuable insight
into the development of the Bakken Shale. Mr. Hamm's personal net
worth and track record of supporting Hiland with periodic equity
infusions are also important ratings considerations. The
partnership's rating is restrained by its growing but still
relatively small scale, meaningful exposure to commodity price
fluctuations, and high leverage.

The new Bakken pipeline will be a key business driver for Hiland.
The 12-inch, 450-mile pipeline is expected to cost approximately
$300 million and will connect crude oil production from the Bakken
Shale play to Guernsey, Wyoming where it will connect with the
Pony Express pipeline. The partnership successfully completed a
joint open-season with Kinder Morgan Pony Express Pipeline LLC
(not rated). The Bakken pipeline will have a potential capacity of
up to 100,000 barrels per day. Hiland expects construction to
commence in late 2013 with the pipeline expected to be online in
the third quarter of 2014.

Pro forma for the application of proceeds from the add-on notes,
Hiland will have approximately $90 million outstanding under its
$400 million senior secured revolving credit facility. While the
increased revolver availability helps mitigate funding risk for
the Bakken pipeline, Moody's expects significant cash flow
outspending to result in elevated leverage levels and drawdown of
revolver at least through late 2014.

The stable outlook is based on Moody's expectation that Hiland
will continue to grow its fee-based business and reduced leverage
over time. In order for a positive rating action to be considered,
the partnership would need to grow its asset base, with debt to
EBITDA ratio approaching 4.0x. Should Hiland's leverage stay above
5.0x for a sustained period or there are execution issues related
to the Bakken pipeline , the ratings could be downgraded.

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

Hiland Partners, LP is a privately held midstream energy limited
partnership based in Enid, Oklahoma. Harold Hamm, the Chairman of
Hiland, owns 100% of the GP and approximately 60% of the LP units
of Hiland.


HILAND PARTNERS: S&P Retains 'B-' Rating After $150MM Note Add-On
-----------------------------------------------------------------
Standard & Poor's Rating Services said it left its 'B-' issue-
level rating and '5' recovery rating unchanged on Hiland Partners
L.P.'s and Hiland Partners Finance Corp.'s $400 million 7.25%
notes due 2020 after the partnerships announced they proposed to
make an add-on of $150 million to the issue.  The notes will total
$550 million.

The recovery rating of '5' indicates S&P's expectation of modest
(10% to 30%) recovery if a payment default occurs.  The
partnership intends to use the net proceeds to repay amounts
outstanding under its credit facility and for general corporate
purposes.  As of Dec. 31, 2012, Hiland had about $512 million
of balance-sheet debt.

Enid, Okla.-based Hiland is a privately owned midstream energy
partnership that specializes in natural gas gathering and
processing and crude oil logistics in the Bakken Shale and Mid-
Continent regions of the U.S.  S&P's corporate credit rating on
Hiland is 'B', and the outlook is stable.

RATINGS LIST

Hiland Partners L.P.

Corporate credit rating                      B/Stable/--

Ratings Unchanged

Hiland Partners L.P.
Hiland Partners Finance Corp.

$550 mil 7.25% sr. unsecd notes due 2020     B-
Recovery rating                              5


HOA RESTAURANT: Weak Performance Cues Moody's to Cut CFR to Caa1
----------------------------------------------------------------
Moody's Investors Service downgraded HOA Restaurant Group, LLC's
Corporate Family Rating to Caa1 from B3 and Probability of Default
Rating to Caa1-PD from B3-PD. In addition, Moody's lowered the
rating on HOA's $180 million senior secured notes due 2017 to Caa1
(LGD4, 50%) from B3 (LGD3, 49%). The rating outlook is stable.

Ratings Rationale

The downgrade was driven by HOA's weak operating performance and
debt protection metrics that continue to remain well below Moody's
previous expectations and Moody's view that earnings growth, and
consequently credit metric improvement, will remain challenging in
2013 as soft consumer spending; cost pressures and high level of
promotions by competitors persist. For the twelve month period
ending December 31, 2012, credit metrics remained weak with debt
to EBITDA of over 7.5 times and EBITA to interest expense of under
1.0 times.

HOA's Caa1 CFR reflects the company's high leverage and weak
interest coverage and Moody's view that soft consumer spending and
cost pressures -- particularly for commodities and labor -- will
continue to pressure earnings and limit any material improvement
in credit metrics over the intermediate term. The ratings also
reflect the company's narrow customer demographic versus peers.
The ratings are supported by HOA's reasonable scale in regards to
number of restaurants, good brand awareness, the recent moderation
in cost of certain commodities such as chicken wings and adequate
liquidity.

The stable outlook reflects Moody's view that credit metrics are
unlikely to materially improve over the next twelve to eighteen
months as soft consumer spending, cost pressures and high level of
promotions by competitors will limit a material improvement in
earnings. The outlook also incorporates Moody's belief that
liquidity will remain adequate near term.

A negative rating action could occur if credit metrics
deteriorated from current levels over the next twelve months or if
liquidity were to deteriorate for any reason. An inability to re-
finance the company's revolving credit facility (not rated) well
in advance of its January 2015 maturity could also result in
downward rating pressure.

Factors that could result in an upgrade would include a sustained
strengthening of credit metrics driven in part by sustainable
positive same store sales trends - particularly guest counts.
Specifically, a higher rating would require debt to EBITDA
migrating below 6.5 times and EBITA coverage of gross interest of
well over 1.0 time. An upgrade would also require adequate
liquidity.

The principal methodology used in this rating was Global
Restaurant published in June 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

HOA Restaurant Group, LLC, with headquarters in Atlanta, GA, owns
and operates 158 restaurants and franchises 259 restaurants, of
which 62 are located outside the US. The restaurants operate under
the brand name Hooters of America. Annual revenues approximate
$360 million, although system wide sales are over $800 million.


HOSTESS BRANDS: New Twinkies Owner Separates Itself From Union
--------------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones Newswires, reports that
Hostess Brands LLC -- Metropoulos & Co. and Apollo Global
Management LLC's new incarnation of the baking company that
liquidated in Chapter 11 -- is reopening four bakeries in the next
eight to 10 weeks, starting in July.  Chief Executive C. Dean
Metropoulos said the company will pump $60 million in capital
investments into the plants between now and September and aims to
hire at least 1,500 workers.  But they won't be represented by
unions.

"We do not expect to be involved in the union going forward," Mr.
Metropoulos said in an interview Wednesday, according to the
report.

The report says a Teamsters spokeswoman declined to comment. A
spokeswoman for the bakers union couldn't be reached for comment
Wednesday.

                            Company PR

Hostess Brands, LLC, a new company and employer under new
ownership, on April 23 announced plans to re-launch its state-of-
the-art bakery in Columbus, Georgia.  The Company will initially
add 200 jobs to the local economy and plans to create a total of
more than 300 jobs in the community within the next several years.
The baking facility, located at 1969 Victory Drive in Columbus,
will resume operations this summer and will produce a full
assortment of Hostess' iconic snack products, including Twinkies,
Cup Cakes, HoHos and Ding Dongs.

The investment in the Columbus baking facility is being funded by
affiliates of Apollo Global Management, LLC and Metropoulos & Co.,
which purchased selected Hostess assets out of bankruptcy in
April 2013. "Over the past several months, we have invested
significantly in Hostess and the Columbus facility we acquired.
We are focused on re-introducing the Hostess brands and bringing
the Company's high quality and beloved snack products back to
American consumers," said Dean Metropoulos, the Chairman and Chief
Executive Officer of Hostess.  "We want to thank the state of
Georgia and city of Columbus for their long-standing partnership
and support of Hostess, and their commitment to helping us re-open
this facility as quickly as possible."

"The re-opening of the Hostess plant will give a tremendous boost
to Columbus and the local economy," said Georgia Department of
Economic Development Commissioner Chris Cummiskey.  "Not only will
the community benefit from over 300 manufacturing jobs, but
Hostess will have access to lower production costs, a workforce
training program, and our advanced transportation and logistics
network."

Georgia Quick Start will provide Hostess with customized workforce
training assistance to facilitate the re-launch of the Columbus
bakery.  In addition, the following are involved in this project:
the Georgia Department of Economic Development, Georgia EMC,
Georgia Department of Labor, Columbus Technical College, Columbus
Consolidated Government, Development Authority of Columbus and the
Greater Columbus Georgia Chamber of Commerce, and they have all
helped forward Hostess' plans to invest more than $20 million into
the facility and community.

"This bakery has been a vital part of the Columbus business
community for more than 40 years, and we look forward to working
with the new owners and management team as they continue to invest
in the Hostess brands and in our community," said Teresa
Tomlinson, Mayor of Columbus, Georgia.

"Our economic development efforts continue to pay off," said Jacki
Lowe, 2013 Chair of the Greater Columbus Georgia Chamber of
Commerce.  "We are committed to fostering an environment that
allows for the creation of new jobs and capital investment and the
ripple effect it has throughout the Columbus region."

Hostess Brands, LLC will begin actively recruiting production,
sanitation, distribution, maintenance engineering and management
positions for the Columbus facility at a job fair on Saturday,
April 27 from 9:00 a.m. to 1:00 p.m. The event is presented in
partnership with the Georgia Department of Labor and will be held
at its Columbus, GA location at 700 Veterans Parkway.  Applicants
must bring an updated resume. For more details on the fair, please
contact the GDOL Columbus Career Center at (706) 649-7423.
Applicants unable to attend the event can submit applications
online beginning April 27th at the Georgia Department of Labor
website http://www.dol.state.ga.usor visit jobs.hbnewco.com for
more information.

                       About Hostess Brands

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

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

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

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

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

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

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

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

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


HOVNANIAN ENTERPRISES: S&P Raises CCR to 'B-'; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'.
The outlook is stable.

S&P also raised its issue ratings on the company's existing first-
lien senior secured debt (due 2020) to 'B-' from 'CCC+', first-
lien senior secured notes (due 2021) to 'CCC+' from 'CCC', and
senior unsecured notes (due 2014-2017) and second-lien secured
notes (due 2020) to 'CCC' from 'CCC-'.  The recovery ratings on
these issues remain unchanged.  The rating on the company's
preferred stock remains 'C'.

"The upgrade reflects strengthening operating performance
supported by the broader recovery in the housing market that, we
believe, should support modest profitability in 2013," said
Standard & Poor's credit analyst George Skoufis.

S&P' also expects liquidity will be sufficient to meet capital
needs, including land investments, and that the company will
balance growth with its stated goal of maintaining minimal cash of
$170 million (including restricted cash).

S&P continues to view the company's financial risk profile as
"highly leveraged" because of a heavy debt load and weak credit
metrics.  S&P do acknowledge Hovnanian has been successful in
extending its debt maturities.  S&P views the company's business
risk profile as "vulnerable."  S&P believes modest profitability
is possible in 2013 if the company achieves results in line with
its base-case scenario analysis.  Under a slower growth scenario,
S&P would expect the company to slow land investments to preserve
cash.

The stable outlook reflects S&P's expectation that higher volume
and improved operating margins will strengthen EBITDA and
profitability.  S&P also believes Hovnanian has sufficient
liquidity to meet near-term capital needs, including limited debt
maturities over the next 12 months.  S&P would raise its ratings
further if Hovnanian's operating results continued to improve such
that profitability significantly strengthens (to the point that
S&P's business risk profile assessment improves to "weak" from
"vulnerable"), the company repays or refinances upcoming
maturities while maintaining adequate liquidity, and debt to
EBITDA improves to 4x-5x, which would be consistent with an
"aggressive" financial risk profile.  Alternatively, S&P would
lower its ratings if housing operations deteriorated and its base
case was unlikely to be achieved, if the company aggressively
invested in land resulting in a cash position below the low end of
the company's cash target, or if S&P believed another distressed
debt exchange or debt restructuring were likely.


HOWREY LLP: Judge OKs Unfinished Business Settlements
-----------------------------------------------------
Jacqueline Palank at Dow Jones' DBR Small Cap reports a California
bankruptcy judge approved the first unfinished-business
settlements in the liquidation of Howrey LLP, the proceeds of
which will go to the defunct law firm's creditors.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.


INFINITY AUGMENTED: Incurs $703,000 Net Loss in Feb. 28 Qtr.
------------------------------------------------------------
Infinity Augmented Reality, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $703,584 for the three months ended
Feb. 28, 2013, as compared with a net loss of $1.58 million for
the three months ended Feb. 29, 2012.

For the six months ended Feb. 28, 2013, the Company incurred a net
loss of $5.39 million, as compared with a net loss of $5.97
million for the six months ended Feb. 29, 2012.

The Company's balance sheet at Feb. 28, 2013, showed $460,687 in
total assets, $1.29 million in total liabilities and a $832,090
total stockholders' deficit.

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

                         http://is.gd/Sviy0p

Infinity Augmented Reality, Inc. (formerly known as Absolute Life
Solutions, Inc.) was originally incorporated as Shimmer Gold,
Inc., in the State of Nevada on Sept. 7, 2006, and was in the
business of the acquisition and exploration of mineral resources.

Effective Nov. 15, 2012, the Company is no longer engaged in its
prior primary activity as a specialty financial services company
primarily engaged in the purchase of life settlement contracts.
As a result, the Company is currently classified as a development
stage company.  All of the operations related to the Company's
life settlements business are reported as discontinued operations
in the condensed consolidated financial statements.


INSPIREMD INC: Samuel Isaly Held 6.9% Stake at April 10
-------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Samuel D. Isaly and his affiliates disclosed that, as
of April 10, 2013, they beneficially owned 2,376,500 shares of
common stock of InspireMD, Inc., representing 6.99% of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/LE5RuX

                          About InspireMD

InspireMD, Inc., was organized in the State of Delaware on
Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the
acquisition, exploration and development of natural resource
properties.  On March 28, 2011, the Company changed its name from
"Saguaro Resources, Inc." to "InspireMD, Inc."

Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical
device company focusing on the development and commercialization
of its proprietary stent platform technology, Mguard.  MGuard
provides embolic protection in stenting procedures by placing a
micron mesh sleeve over a stent.  The Company's initial products
are marketed for use mainly in patients with acute coronary
syndromes, notably acute myocardial infarction (heart attack) and
saphenous vein graft coronary interventions (bypass surgery).

The Company's balance sheet at Sept. 30, 2012, showed
$13.6 million in total assets, $14.4 million in total liabilities,
and a stockholders' deficit of $756,000.

InspireMD reported a net loss of US$17.59 million on US$5.35
million of revenue for the year ended June 30, 2012, compared with
a net loss of US$6.17 million on US$4.67 million of revenue during
the prior year.

Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2012.  The independent auditors noted
that the Company has had recurring losses, negative cash flows
from operating activities and has significant future commitments
that raise substantial doubt about its ability to continue as a
going concern.

The Company said the following statement in its quarterly report
for the period ended Dec. 31, 2012:

"The Company has had recurring losses and negative cash flows from
operating activities and has significant future commitments.  For
the six months ended December 31, 2012, the Company had losses of
approximately $9.4 million and negative cash flows from operating
activities of approximately $5.8 million.  The Company's
management believes that its financial resources as of December
31, 2012 should enable it to continue funding the negative cash
flows from operating activities through the three months ended
September 30, 2013.  Furthermore, commencing October 2013, the
Company's senior secured convertible debentures (the "2012
Convertible Debentures") are subject to a non-contingent
redemption option that could require the Company to make a payment
of $13.3 million, including accrued interest.  Since the Company
expects to continue incurring negative cash flows from operations
and in light of the cash requirement in connection with the 2012
Convertible Debentures, there is substantial doubt about the
Company's ability to continue operating as a going concern.  These
financial statements include no adjustments of the values of
assets and liabilities and the classification thereof, if any,
that will apply if the Company is unable to continue operating as
a going concern."

The Company's balance sheet at Dec. 31, 2012, showed US$11.59
million in total assets, US$11.39 million in total liabilities and
a US$204,000 in total equity.


INSPIREMD INC: Closes $25 Million Underwritten Public Offering
--------------------------------------------------------------
InspireMD, Inc., has closed an underwritten public offering of
12.5 million shares of its common stock at a price to the public
of $2.00 per share.  The Company received net proceeds of
approximately $22.6 million, after deducting underwriting
discounts and commissions and other offering-related costs.
InspireMD granted the underwriters a 30-day option to purchase up
to an additional 1.875 million shares to cover over-allotments, if
any.

The Company intends to use a portion of the proceeds from the
offering to assist in retiring its convertible debentures, to
support the worldwide commercialization of the MGuardTM Coronary
and Carotid Embolic Protection Stents (EPS), to pursue FDA
approval in the United States, and for general corporate purposes.
Following this offering, the Company will not have any
indebtedness for borrowed money outstanding.

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

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

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

Unregistered Securities Sale

On April 16, 2013, InspireMD consummated its exchange and
amendment agreement with the holders of the Company's outstanding
senior secured convertible debentures due April 15, 2014.
Pursuant to the Agreement, in full satisfaction of the Company's
obligations under the Debentures, the Company (i) repaid
$8,787,234 of the outstanding indebtedness evidenced by the
Debentures, (ii) issued 2,159,574 shares of the Company's common
stock, $0.0001 par value per share, to the Holders, and (iii)
issued to the Holders warrants to purchase 659,091 shares of
Common Stock at an exercise price of $3 per share.  The securities
issued to the Holders were not registered under the Securities Act
of 1933, as amended, or the securities laws of any state, and were
offered and sold in reliance on the exemption from registration
afforded by Section 3(a)(9) of the Securities Act and
corresponding provisions of state securities laws.

On April 16, 2013, as a result of the offering price in the
Offering being less than $6.00 per share and the issuance of the
Shares and the $3 Warrants in connection with the Debenture
Exchange, the Company issued to investors in its March 31, 2011,
financing an aggregate of 755,207 shares of Common Stock pursuant
to rights the March 31 Investors irrevocably acquired on March 31,
2011, under a securities purchase agreement with the Company that
provided for the issuance of additional shares of Common Stock to
the March 31 Investors in the event the Company issued shares of
Common Stock at a price below $6.00 per share or Common Stock
equivalents pursuant to which shares of Common Stock may be
acquired at a price per share below $6.00.  The Company did not
receive any consideration in exchange for the Anti-Dilution Shares
because they were issued pursuant to pre-existing anti-dilution
provisions under the 2011 SPA.  The issuance of the Anti-Dilution
Shares by the Company did not constitute a "sale" under the
Securities Act.

                          About InspireMD

InspireMD, Inc., was organized in the State of Delaware on
Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the
acquisition, exploration and development of natural resource
properties.  On March 28, 2011, the Company changed its name from
"Saguaro Resources, Inc." to "InspireMD, Inc."

Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical
device company focusing on the development and commercialization
of its proprietary stent platform technology, Mguard.  MGuard
provides embolic protection in stenting procedures by placing a
micron mesh sleeve over a stent.  The Company's initial products
are marketed for use mainly in patients with acute coronary
syndromes, notably acute myocardial infarction (heart attack) and
saphenous vein graft coronary interventions (bypass surgery).

The Company's balance sheet at Sept. 30, 2012, showed
$13.6 million in total assets, $14.4 million in total liabilities,
and a stockholders' deficit of $756,000.

InspireMD reported a net loss of US$17.59 million on US$5.35
million of revenue for the year ended June 30, 2012, compared with
a net loss of US$6.17 million on US$4.67 million of revenue during
the prior year.

Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2012.  The independent auditors noted
that the Company has had recurring losses, negative cash flows
from operating activities and has significant future commitments
that raise substantial doubt about its ability to continue as a
going concern.

The Company said the following statement in its quarterly report
for the period ended Dec. 31, 2012:

"The Company has had recurring losses and negative cash flows from
operating activities and has significant future commitments.  For
the six months ended December 31, 2012, the Company had losses of
approximately $9.4 million and negative cash flows from operating
activities of approximately $5.8 million.  The Company's
management believes that its financial resources as of December
31, 2012 should enable it to continue funding the negative cash
flows from operating activities through the three months ended
September 30, 2013.  Furthermore, commencing October 2013, the
Company's senior secured convertible debentures (the "2012
Convertible Debentures") are subject to a non-contingent
redemption option that could require the Company to make a payment
of $13.3 million, including accrued interest.  Since the Company
expects to continue incurring negative cash flows from operations
and in light of the cash requirement in connection with the 2012
Convertible Debentures, there is substantial doubt about the
Company's ability to continue operating as a going concern.  These
financial statements include no adjustments of the values of
assets and liabilities and the classification thereof, if any,
that will apply if the Company is unable to continue operating as
a going concern."

The Company's balance sheet at Dec. 31, 2012, showed US$11.59
million in total assets, US$11.39 million in total liabilities and
a US$204,000 in total equity.


J.C. PENNEY: Talent Chief and CFO Resign From Posts
---------------------------------------------------
Daniel E. Walker voluntarily resigned as Chief Talent Officer of
J. C. Penney Company, Inc., effective April 12, 2013.

Effective April 17, 2013, Michael W. Kramer, chief operating
officer, left J. C. Penney.  In connection with his departure from
the Company, Mr. Kramer will receive a lump sum cash payment of
$2,143,514.  His restricted stock unit awards will vest in
accordance with their terms.

                        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.

J.C. Penney disclosed a net loss of $985 million in 2012, as
compared with a net loss of $152 million in 2011.  The Company's
balance sheet at Feb. 2, 2013, showed $9.78 billion in total
assets, $6.61 billion in total liabilities and $3.17 billion in
total stockholders' equity.

                           *     *    *

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.


JACOBS FINANCIAL: Incurs $464,000 Net Loss in Feb. 28 Quarter
-------------------------------------------------------------
Jacobs Financial Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $464,199 on $307,553 of total revenues for the three
months ended Feb. 28, 2013, as compared with a net loss of
$401,982 on $347,436 of total revenues for the three months ended
Feb. 29, 2012.

For the nine months ended Feb. 28, 2012, the Company incurred a
net loss of $1.55 million on $1.03 million of total revenues, as
compared with a net loss of $988,481 on $1.32 million of total
revenues for the nine months ended Feb. 29, 2012.

The Company's balance sheet at Feb. 28, 2013, showed $8.63 million
in total assets, $17.17 million in total liabilities, $1.89
million in total mandatorily redeemable convertible preferred
stock, and a $10.43 million total stockholders' deficit.

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

                        http://is.gd/WTePB2

                       About Jacobs Financial

Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a
Charleston, West Virginia-based holding company for First Surety
Corporation, a West Virginia domiciled surety, Triangle Surety
Agency, an insurance agency that specializes in coal reclamation
surety bonds, and Jacobs & Company, a registered investment
advisor.

Jacobs Financial reported a net loss of $1.10 million for the year
ended May 31, 2012, compared with a net loss of $1.30 million
during the prior fiscal year.

In the auditors' report accompanying the consolidated financial
statements for the year ended May 31, 2012, Malin, Bergquist &
Company, LLP, in Pittsburgh, PA, noted that the Company's
significant net working capital deficit and operating losses raise
substantial doubt about its ability to continue as a going
concern.


KEY SAFETY: Moody's Assigns Ba2 Rating to $470MM Debt Facility
--------------------------------------------------------------
Moody's Investors Service assigned public ratings to Key Safety
Systems, Inc. - Corporate Family Rating at B1 and Probability of
Default Rating at B2-PD. In a related action, Moody's assigned a
Ba2 rating to the new $470 million of senior secured bank credit
facilities. The rating outlook is stable.

The new $470 million of senior secured bank credit facilities are
expected to consist of a $75 million revolving credit facility and
a $395 million term loan. The proceeds from the new term loan and
a portion of balance sheet cash are expected to be used to
refinance Key Safety's existing first lien and second lien secured
credit facilities and pay related fees and expenses. In addition,
following the closing the sale of Key Safety's Hamlin subsidiary,
expected in May 2013, Moody's expects approximately $95 million of
net proceeds from this sale to be used to pay down the new term
loan to $300 million. The remainder of the net proceeds will be
used to redeem the preferred equity at the company's holding
company parent and pay a $10 million dividend to the company's
common equity holders.

The following ratings were assigned:

  Corporate Family Rating, B1;

  Probability of Default, B2-PD;

  Ba2 (LGD2, 19%), to the new $75 million senior secured revolving
  credit facility;

  Ba2 (LGD2, 19%), to the new $395 million senior secured term
  loan.

Rating Rationale

Key Safety's B1 Corporate Family Rating reflects the expected
improvement in credit metrics following debt paydowns concurrent
with the company's bank debt refinancing and debt paydown from the
sale of the company's Hamlin subsidiary. Pro forma for these
transactions, the company's 2012 EBITA/interest is estimated to be
2.1x and Debt/EBITDA, 4.2x. The rating also incorporates the
company's modest size and EBITA margins. While a portion of the
proceeds from the sale of Hamlin (about 6% of 2012 revenues) are
being used to reduce debt, this subsidiary generated higher profit
margins than Key Safety's automotive business. Key Safety's pro
forma EBITA margin is estimated to approximate 5.2% without the
Hamlin operations, consistent with the assigned rating range.
Management indicates that Key Safety continues to generate strong
levels of new business wins, at about $2.1 billion for the year
ending December 2012. Yet, Moody's expects regional macroeconomic
pressure in Europe (about 25% of revenues) and startup costs
related to new business to pressure profit improvement over the
near-term.

The stable outlook incorporates Key Safety's modest size and
improved pro forma credit metrics. The new $75 million revolving
credit facility is an improvement to the company's liquidity
profile and should support operating flexibility over the
intermediate-term.

Key Safety is anticipated to have an adequate liquidity profile
over the near-term supported by cash on hand and availability
under the revolving credit facility. Pro forma for the
transaction, the company expects to have about $70 million of cash
on hand. Liquidity is also supported by availability under the $75
million revolving credit facility which is anticipated to be
undrawn following the closing of the Hamlin sale, with about $2
million of letters of credit outstanding. Key Safety is likely to
generate only break-even free cash flow over the next twelve
months as a result of growth related working capital levels in
North America and Asia and challenging economic conditions in
Europe. The principal financial covenant under the new bank credit
facility is expected to be a net leverage ratio. Alternate
liquidity is limited, as the senior secured facilities are secured
by first priority perfected liens on substantially all assets of
the domestic subsidiaries and 66% of the stock of first tier
foreign subsidiaries.

An improvement in Key Safety's rating or outlook would be driven
by an improvement in credit metrics and free cash flow generation
used to reduce debt. A consideration for a higher rating or
outlook could result from EBITA/Interest sustained above 3.3x and
Debt/EBITDA approaching 3.5x while demonstrating a financial
policy that is focused on debt reduction rather than shareholder
returns.

A lower outlook or rating could result from weakening global
automotive demand or inefficiencies resulting from the company's
new business backlog. A consideration for a lower rating or
outlook could result from EBITA margins falling below 4%,
EBIT/Interest approaching 1.5x and debt/EBITDA approaching 5.0x. A
deteriorating liquidity profile or the initiation of large
shareholder distributions could also lower the company's rating or
outlook.

The methodologies used in this rating were Global Automotive
Supplier Industry published in January 2009, and Probability of
Default Ratings and Loss Given Default Assessments published in
June 2009.

Key Safety Systems, Inc., headquartered in Sterling Heights,
Michigan, primarily designs, engineers and manufactures airbags
and inflators, seat belts and steering wheels for the global
automotive industry. Key Safety is primarily owned by affiliates
of Crestview Partners. Revenues for 2012 were $1.03 billion.


KIT DIGITAL: Peter Heiland Held 7.7% Stake as of April 16
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, JEC II Associates, LLC, JEC Capital Partners,
LLC, and Peter Heiland disclosed that, as of April 16, 2013, they
beneficially owned 4,397,000 shares of common stock of KIT
digital, Inc., representing 7.7% of the shares outstanding.  A
copy of the filing is available at http://is.gd/G8CDk9

                          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.


KIT DIGITAL: Prescott Group Held 9.8% Equity Stake at April 16
--------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Prescott Group Capital Management, LLC, and its
affiliates disclosed that, as of April 16, 2013, they beneficially
owned 5,580,127 shares of common stock of KIT digital, Inc.,
representing 9.8% of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/Wdncxk

                         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.


LDK SOLAR: Incurs $514.7 Million Net Loss in Fourth Quarter
-----------------------------------------------------------
LDK Solar Co., Ltd., reported a net loss of $514.74 million on
$135.89 million of net sales for the three months ended Dec. 31,
2012, as compared with a net loss of $95.93 million on $291.52
million of net sales for the three months ended Sept. 30, 2012.

LDK Solar's balance sheet at Dec. 31, 2012, showed $5.27 billion
in total assets, $5.41 billion in total liabilities, $323.29
million in redeemable non-controlling interests, and a $466.79
million total deficit.

"Our business continued to be affected by the significant
challenges that remained pervasive throughout the solar industry,"
stated Xingxue Tong, president and CEO of LDK Solar.  "Our fourth
quarter results reflect the industry-wide overcapacity and
resulting pressure to ASP's and margins.  Amidst these challenging
market conditions, we are dedicated to working closely with our
stakeholders and the relevant governmental agencies to adapt our
strategy to position LDK Solar for recovery and long-term growth.

"In 2013, we are focused on emerging solar markets in China,
Africa, India and the United States.  We believe these markets
represent the strongest growth potential.  We will also continue
to focus on improving our cost structure by further driving down
production costs and tightly managing our operating expenses.
While the weak demand environment is expected to persist in the
near-term, we continue to believe that the considerable
opportunities to meet global energy needs with solar power will
drive long-term market growth," concluded Mr. Tong.

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

                         http://is.gd/lCZrmv

                           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.


LEE ENTERPRISES: Revenue Down 2.4% in Fiscal Qtr. Ended March 31
----------------------------------------------------------------
Lee Enterprises, Incorporated on April 23 reported an improved
revenue trend and continued cost reduction for its second fiscal
quarter ended March 31, 2013.  Preliminary results reflect a loss
of 12 cents per diluted common share, compared with a loss of 54
cents a year ago.  Excluding unusual matters, adjusted loss per
diluted common share totaled 5 cents, compared with a loss of 3
cents a year ago.

"Lee continues to post strong cash flow and reduce debt ahead of
schedule as we build on our ability to resume revenue growth,"
said Mary Junck, chairman and chief executive officer. She also
noted:

   - Revenue trends continue to improve, with total revenue down
2.4% from the same quarter a year ago, the best results in over
two years.

   - Mobile advertising revenue continues to grow rapidly, up 165%
over a year ago, to $1.4 million.

   - Debt was reduced $23.9 million in the quarter and more than
$100 million since refinancing in January 2012.

   - As of March 31, 2013, the principal amount of debt totaled
$893.0 million, 18 months ahead of plan.

                Second Quarter Operating Results

Operating revenue for the 13 weeks ended March 31, 2013 totaled
$160.6 million, a decrease of 2.4% compared with a year ago.
Combined print and digital advertising revenue decreased 5.3% to
$106.5 million, with retail advertising down 2.7%, classified down
7.0% and national down 20.1%.  Combined print and digital
classified employment revenue decreased 3.0%, while automotive
decreased 12.6%, real estate decreased 11.0% and other classified
decreased 3.8%.  Digital advertising revenue on a stand-alone
basis decreased 0.1% to $15.0 million.  Print advertising revenue
on a stand-alone basis decreased 6.1%.  Circulation revenue
increased 3.4%.

Operating expenses, excluding depreciation, amortization and
unusual matters, decreased 2.9%.  Compensation decreased 6.2%,
with the average number of full-time equivalent employees down
8.2%. Newsprint and ink expense decreased 12.5%, a result of a
reduction in newsprint volume of 10.5%.  Other operating expenses
increased 3.9%.

Operating cash flow decreased 0.9% from a year ago to $31.9
million.  Operating cash flow margin increased to 19.9% from 19.6%
a year ago.  Including equity in earnings of associated companies,
depreciation and amortization, as well as unusual matters in both
years, operating income increased 10.3% to $18.7 million in the
current year quarter, compared with $16.9 million a year ago.
Non-operating expenses, primarily interest expense and debt
financing costs, increased 9.8%, due to higher interest rates on
debt, which were partially offset by lower debt balances.  The
Company recognized $36.6 million of reorganization costs in the
prior year quarter.  As previously reported, the Company completed
the sale of The Garden Island in the quarter, resulting in a loss
of $2.1 million after income taxes, which is included in
discontinued operations.  Loss attributable to Lee Enterprises,
Incorporated for the quarter totaled $6.0 million, compared with a
loss of $26.6 million a year ago.

                  Year to Date Operating Results

Operating revenue for the 26 weeks ended March 31, 2013 totaled
$345.3 million, a decrease of 2.9% compared with a year ago.
Combined print and digital advertising revenue decreased 5.8% to
$234.6 million, with retail advertising down 3.3%, classified down
7.3% and national down 22.5%.  Combined print and digital
classified employment revenue decreased 5.8%, while automotive
decreased 9.7%, real estate decreased 11.2% and other classified
decreased 4.7%.  Digital advertising revenue on a stand-alone
basis increased 2.4% to $31.2 million.  Print advertising revenue
on a stand-alone basis decreased 6.9%.  Circulation revenue
increased 3.7%.

Operating expenses, excluding depreciation, amortization and
unusual matters, decreased 3.4%.  Compensation decreased 5.5%,
with the average number of full-time equivalent employees down
8.4%.  Newsprint and ink expense decreased 12.8%, a result of a
reduction in newsprint volume of 11.6%.  Other operating expenses
increased 1.6%.

Operating cash flow decreased 2.0% from a year ago to $83.4
million.  Operating cash flow margin increased to 24.2% from 23.9%
a year ago.  Including equity in earnings of associated companies,
depreciation and amortization, as well as unusual matters in both
years, operating income increased 4.1% to $58.2 million in the
current year, compared with $55.9 million a year ago.  Non-
operating expenses increased 10.5% due to higher interest rates on
debt, partially offset by lower debt balances and a $6.9 million
gain on sale of an investment.  The Company recognized $37.9
million of reorganization costs in the prior year.  Loss from
discontinued operations, net of income taxes totaled $1.2 million
in the current year compared to $0.1 million a year ago.  Income
attributable to Lee Enterprises, Incorporated totaled $8.6
million, compared to a loss of $12.1 million a year ago.

                    Debt and Free Cash Flow

Debt was reduced $23.9 million in the quarter, $52.9 million for
the year to date and $72.5 million in the last 12 months.  At
March 31, 2013, the principal amount of debt totaled $893.0
million, just under the amount projected in Lee's Plan of
Reorganization for September 2014.  Free cash flow from continuing
operations totaled $9.8 million for the quarter, compared with
$0.5 million a year ago.  An increase in interest expense in the
current year quarter adversely impacted free cash flow, while debt
financing and reorganization costs reduced prior year results.
Absent a significant increase in LIBOR, Lee expects financial
expense to begin to decline in the June 2013 quarter due to lower
debt balances and cycling of interest rate changes.  Free cash
flow in the 53 weeks ended March 2013 totaled $63.2 million, net
of $8.9 million of debt financing and reorganization costs paid.
Liquidity at the end of the quarter totaled $51.2 million,
compared to required debt payments of $14.4 million in the next 12
months.

                      About Lee Enterprises

Lee Enterprises, Incorporated, headquartered in Davenport, Iowa,
publishes the St. Louis Post Dispatch and the Arizona Daily Star
along with more than 40 other daily newspapers and about 300
weekly newspapers and specialty publications in 23 states.
Revenue for the 12 months ended December 2010 was $780 million.
The Company has 6,200 employees, with 4,650 working full-time.

Lee Enterprises and certain of its affiliates filed for Chapter 11
(Bankr. D. Del. Lead Case No. 11-13918) on Dec. 12, 2011, with a
prepackaged plan of reorganization.  The Debtor selected Sidley
Austin LLP as its general reorganization and bankruptcy counsel,
and Young Conaway Stargatt & Taylor LLP as co-counsel; The
Blackstone Group as Financial and Asset Management Consultant; and
The Debtor disclosed total assets of $1.15 billion and total
liabilities of $1.25 billion at Sept. 25, 2011.

Deutsche Bank Trust Company Americas, as DIP Agent and Prepetition
Agent, is represented in the Debtors' cases by Sandeep "Sandy"
Qusba, Esq., and Terry Sanders, Esq., at Simpson Thacher &
Bartlett LLP.

Certain Holders of Prepetition Credit Agreement Claims, Goldman
Sachs Lending Partners LLC, Mutual Quest Fund, Monarch Master
Funding Ltd, Mudrick Distressed Opportunity Fund Global, LP and
Blackwell Partners, LLC have committed to acquire up to a maximum
amount of $166.25 million of loans under a New Second Lien Term
Loan Facility pursuant to the Reorganization Plan.  This
commitment also includes the potential payment of up to $10
million as backstop cash to Reorganized Lee Enterprises to acquire
the loans.  The Initial Backstop Lenders are represented by
Matthew S. Barr, Esq., and Brian Kinney, Esq., at Milbank, Tweed,
Hadley & McCloy LLP.

On Jan. 23, 2012, Lee Enterprises, et al., won confirmation of a
second version of their prepackaged Chapter 11 reorganization
plan.  Lee Enterprises declared the prepackaged plan effective on
Jan. 30.


LEHMAN BROTHERS: Holdings Opposes LBI Settlement With Bankhaus
--------------------------------------------------------------
Lehman Brothers Holdings Inc. objects to the settlement agreement
entered between the Lehman Brothers Inc. trustee and Dr. Michael
C. Frege, in his capacity as insolvency administrator of Lehman
Brothers Bankhaus AG.

"The Trustee has not demonstrated that the proposed Settlement
Agreement -- and in particular, the $600 million claim that
Bankhaus would obtain against LBI on account of a terminated
repurchase agreement between Bankhaus and LBI -- falls above the
lowest point in the range of reasonableness.  The Motion provides
no information whatever regarding the basis for Bankhaus's
assertion 'that its valuation of the Repo Securities results in a
net claim of $810 million payable to Bankhaus,' and no evidence
has been provided by the Trustee to provide a basis for approving
the Trustee's determination to 'march to the middle' between the
Trustee's proposed claim of $393 million and Bankhaus's asserted
$810 million claim.  The Motion is no more than counsel's ipse
dixit that the proposed settlement is reasonable.  There is no
evidentiary record for this Court to rely upon in approving this
proposed multi-million dollar settlement," LBHI states.

"Significantly, it is evident that the Trustee has failed to
account for the considerable value that Bankhaus has already
realized from both (i) the principal and interest payments that
the Trustee has collected from at least one of the issuers of the
Repo Securities, and (ii) the sale of a claim against LBHI that
relates directly to the Repo Securities.  Based on LBHI's
analysis of the facts available to it, and not disclosed in the
Motion, the $600 million claim that Bankhaus would obtain under
the proposed Settlement Agreement is grossly inflated and
unjustified," LBHI adds.

Accordingly, LBHI requests that the Court deny the Motion.

In November, James W. Giddens, the trustee liquidating LBI, sought
court approval of a $1.35 billion in claims lodged by Dr. Frege.
If approved, the German liquidator will have an approved unsecured
claim in the Lehman brokerage liquidation for $600 million.  In
turn, Lehman brokerage trustee will waive a $105,000 claim against
the German affiliate.

A hearing on the motion was scheduled for April 24.

                      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: LBSF Sues Federal Home for Breach of Contract
--------------------------------------------------------------
Lehman Brothers Special Financing Inc. filed a lawsuit against
Federal Home Loan Bank of Cincinnati to recover millions of
dollars owed by the bank under its contract with the company.

The move came after Federal Home allegedly breached the contract
by not complying with the agreed-upon methodology for determining
the amount that should be paid by the bank in connection with the
early termination of the contract.  Federal Home also allegedly
refused to pay the amount due under the contract, Lehman said in
a 16-page complaint filed April 17 in the U.S. Bankruptcy Court
in Manhattan.

In the lawsuit, Lehman wants the Bankruptcy Court to decide what
a swap agreement means when it calls for valuing a termination
payment "immediately preceding" bankruptcy.  The answer to the
question means a $64 million swing in how much Lehman creditors
recover, Bill Rochelle, the bankruptcy columnist at Bloomberg
News, pointed out.

The bank, the complaint said, takes the position that the
valuation would be made on Sept. 15, 2008, when the markets were
reacting to the Lehman bankruptcy.  Using Sept. 15, the bank made
a $13.7 million termination payment to Lehman, Mr. Rochelle
further pointed out.  Because bankruptcy was before the market
opened, Lehman contends the valuation date should be Sept. 12,
giving rise to a $77.6 million termination payment in Lehman's
favor, Mr. Rochelle added.  Lehman wants the bank to pay the
difference.

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

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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: Australia Unit Seeks OK of Settlement
------------------------------------------------------
Lehman Brothers Australia sought court approval for a creditors'
vote on a proposed claims settlement that will see them getting
less than half of what they are owed, Bloomberg News reported.

Creditors will be paid between 39.9 Australian cents and 49.2
cents for each dollar of debt in the local currency.  U.S.
insurers agreed to pay $45 million to fund the settlement, and
IMF (Australia) Ltd. will drop a class action lawsuit against the
firm as part of the agreement, according to the report.

PPB Advisory, liquidators of the Lehman unit, plans to ask for
approval of the meeting of creditors to vote on the proposed
settlement at a May 7 hearing, Bloomberg News reported.

                      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: European Creditors May Be Repaid in Full
---------------------------------------------------------
The Administrators of LBIE, the largest and most complex company
in the failed Lehman group, have told creditors that in the best
case scenario, they might now be repaid their claims in full.

The Administrators updated their estimate of the likely range of
financial outcomes in their Ninth Progress Report which was posted
to creditors on 12 April.  In their report, they summarize how the
last six months have seen significant progress in the
Administration. Successes include the settling of major disputes
involving billions of pounds of claims with other Lehman
affiliates in the USA, Switzerland and Luxembourg, ending lengthy
legal actions.  These settlements have resulted in higher
expected future recoveries and a reduction in the reserve for
claims.

Tony Lomas, lead administrator and partner at PwC said: "To be
able to advise ordinary unsecured creditors that we now have a
reasonable chance of eventually repaying their claims in full,
marks a significant milestone for the Administrators.  This would
not have been possible without a huge combined PwC and Lehman
effort over the past four and a half years.  There is still a lot
to do before finalizing the wind-down but we do expect to pay a
second, significant dividend to creditors in the near future,
taking us another step towards this new target."

Since the start of the wind-down, 13.6bn of client assets have
been returned to former clients of LBIE and one of the recent
settlements reached by the Administrators promises to free up
another $9.1bn of assets which the Administrators hope to return
to clients later this year.  In November of last year a first
interim dividend of 25.2% was paid to unsecured creditors.  As
well as now making plans for a second unsecured dividend, the
Administrators plan to make a first distribution to LBIE's client
money claimants some time later this month.

Tony Lomas added: "The LBIE administration continues to be an
extraordinarily large and complex challenge with many very high
value disputes still to be resolved with counterparties.  The
value difference to LBIE's creditors between success and failure
in the Administrators settling these disputes is potentially very
significant indeed.  As a result the task still consumes the time
of a large number of continuing Lehman employees and PwC
specialists."

                      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.


LIN TELEVISION: Moody's Raises Corp. Family Rating to 'B1'
----------------------------------------------------------
Moody's Investors Service upgraded LIN Television Corporation's
Corporate Family Rating to B1 from B2 and Probability of Default
Rating to B1-PD from B2-PD.

The upgrades reflect the company's good operating performance and
the elimination of the JV note guarantee which had been a
significant overhang on LIN's credit ratings.

Moody's confirmed Ba2 ratings on the company's 1st lien senior
secured credit facilities and B3 ratings on the senior notes. In
addition, Moody's affirmed the SGL -- 2 Speculative Grade
Liquidity Rating and changed the outlook to positive from ratings
under review. These actions conclude Moody's review for upgrade of
the company's ratings, initiated on February 13, 2013.

Upgrades:

Issuer: LIN Television Corporation

  Corporate Family Rating: Upgraded to B1 from B2

  Probability of Default Rating: Upgraded to B1-PD from B2-PD

Reinstated:

  $15 million 1st lien sr secured revolver tranche due 2016:
  Assigned Ba2, LGD2 -- 21% (previously WR)

Confirmed:

Issuer: LIN Television Corporation

  $60 million 1st lien sr secured revolver tranche due 2017:
  Confirmed Ba2, LGD2 -- 21% (previously LGD2 -- 18%)

  1st lien sr secured term loan A due 2017: Confirmed Ba2, LGD2
  -- 21% (previously LGD2 -- 18%)

  1st lien sr secured term loan B due 2018: Confirmed Ba2, LGD2
  -- 21% (previously LGD2 -- 18%)

  8.375% sr notes due 2018 ($200 million outstanding): Confirmed
  B3, LGD5 -- 77% (previously LGD5 -- 75%)

  6.375% sr notes due 2021 ($290 million outstanding): Confirmed
  B3, LGD5 -- 77% (previously LGD5 -- 75%)

Affirmed:

  Speculative Grade Liquidity (SGL) Rating: Affirmed SGL -- 2

Outlook Actions:

Issuer: LIN Television Corporation

  Outlook, Changed to Positive from Ratings Under Review

Ratings Rationale

LIN's B1 Corporate Family Rating  reflects high leverage with a 2-
year average debt-to-EBITDA ratio of roughly 5.0x (including
Moody's standard adjustments) estimated for March 31, 2013 and pro
forma for the acquisition of New Vision Television which was
acquired in the 4th quarter of 2012. Although high, leverage
reflects improvement compared to 5.5x as of June 30, 2012 pro
forma for the acquisition of New Vision Television. Strong demand
for political advertising in the second half of 2012 resulted in
an EBITDA boost and improved leverage to levels that were reported
just prior to the purchase of New Vision Television. Looking
forward, Moody's expects 2-year average leverage ratios to improve
to roughly 4.5x by the end of 2013 as free cash flow is applied to
reduce debt balances despite revenue and EBITDA declines in 2013,
on a same store basis, due to the absence of significant political
ad spending ($76.5 in 2012).

Ratings are supported by LIN's leading market positions and good
free cash flow generated by its geographically diverse portfolio
of middle market television stations. LIN has multiple network
affiliates in 18 of its 23 markets leading to high revenue share
and good margins. The rating upgrade also reflects the elimination
of LIN's guarantee of the $815 NBC JV note and an increase in debt
balances to fund a portion of its $100 million capital
contribution to the JV prior to Comcast/NBC taking full ownership
of the JV stations. The B1 CFR incorporates Moody's expectations
that LIN will achieve the majority of its planned $25 million of
revenue and expense synergies related to the New Vision
acquisition by the end of 2014 and that retransmission revenues
through the end of 2013 will increase for existing and newly
acquired stations accompanied by higher expenses related to
retransmission sharing fees (or reverse compensation) paid to the
networks. Exposure to cyclical advertising revenue, control by a
financial sponsor and potential for debt financed acquisitions, as
well as the ongoing risk of audience diffusion resulting from
media fragmentation weigh on debt ratings.

The release of LIN's guarantee results in a taxable gain of $715.5
million which the company plans to offset with existing NOL's plus
recognized losses. Simultaneously with the closing of the JV
transaction, LIN TV Corp. entered into an agreement to merge LIN
TV Corp. into LIN Media LLC, a newly created LLC subsidiary
whereby the LLC will be the surviving entity. As a result of the
merger and use of NOL's, the company expects tax liabilities to be
minimal and anticipates finalizing the transactions in four to six
months upon completion of the SEC's review. Management indicates
that in the unlikely scenario it chooses not to complete the
merger, there could be a short-term tax liability of approximately
$163 million. The SGL-2 liquidity rating was affirmed reflecting
Moody's expectations for good liquidity over the next 12 months
with minimum 2-year average free cash flow-to-debt ratios in the
high single digit percentage range or better and the absence of
near term maturities; however, in a scenario in which the planned
merger is not completed, the near term obligation to pay the $163
million tax liability would likely result in a downgrade in the
SGL liquidity rating.

The positive outlook reflects Moody's expectation that LIN will
grow core ad revenues in the low single digit percentage range
over the next 12 months, on a same store basis, with additional
increases in retransmission fees (increasingly offset by higher
levels of retransmission sharing or reverse compensation), but the
lack of significant political ad demand in 2013 will result in
overall revenue declines. Absent a material acquisition or
distribution, Moody's expects free cash flow to be applied to
reduce debt balances resulting in 2-year average debt-to-EBITDA
ratios improving to roughly 4.5x over the next 12 months with
further improvement for the remainder of 2014, an election year.
Notwithstanding the potential for being a full tax payer, Moody's
expects free cash flow to debt to be sustained in the high single
digit percentage range or better which is consistent with a higher
debt rating. The positive outlook reflects Moody's expectation
that additional acquisitions will be funded so as to maintain a
debt-to-EBITDA ratio near current levels. The outlook also
incorporates the completion of the merger of LIN TV Corp. with LIN
Media LLC in the second half of 2013 and management's strategies
being largely successful in minimizing taxable gains arising from
the elimination of the JV guarantee.

A rating downgrade is not likely in the near term given the
positive outlook; however, the outlook could be changed to stable
if weak advertising demand in key markets, cash distributions to
shareholders, or debt financed acquisitions results in 2-year
average debt-to-EBITDA ratios expected to be sustained above 5.25x
(including Moody's standard adjustments). A sharp earnings
deterioration, liquidity contraction or a significant increase in
debt levels in connection with a debt financed distribution or
acquisition such that debt-to-EBITDA is expected to be sustained
above 5.75x could lead to a downgrade. Ratings could be upgraded
if LIN's 2-year average debt-to-EBITDA ratios are sustained below
4.50x with good liquidity including free cash flow-to-debt ratios
in the high single-digit percentage range. Management would also
need to show a commitment to financial policies consistent with
the higher rating including balancing shareholder interests with
those of debt holders.

Recent Events

Due to the pending merger of LIN into LIN Media, LLC, a newly
formed limited liability company, the company terminated its $25
million stock repurchase program in February 2013. Approximately
$15 million had been repurchased since November 2011 which left
$10 million available under the program prior to termination.

The principal methodology used in this rating was the Global
Broadcast and Advertising Related Industries Methodology published
in May 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

LIN Television Corporation is headquartered in Providence, RI, and
owns or operates 43 network affiliated television stations plus 7
digital channels in 23 mid-sized U.S. markets ranked #22 to #189
reaching 10.5% of U.S. television households. The company's
digital media division operates from 28 markets including New York
City, Los Angeles, Chicago, and Austin. LIN is publicly traded
with HM Capital Partners LLC ("HMC") holding an approximate 43%
economic interest in LIN with roughly 70% of voting control being
held by HMC and Mr. Royal Carson III, a LIN director and advisor
for HMC. The company reported $554 million of net revenues for the
fiscal year ended December 2012 (includes $41 million from the
acquisition of New Vision Television on October 12, 2012).


LINEAGE LOGISTICS: S&P Retains 'B' Rating After Loan Upsize
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' issue rating
and '3' recovery rating on Lineage Logistics LLC's proposed term
loan remain unchanged after the company increased the loan to
$255 million from $220 million.  The '3' recovery rating indicates
S&P's expectation for meaningful (50 percent-70 percent) recovery
in the event of payment default.  The 'B' corporate credit rating
and stable outlook also remain unchanged.

S&P's ratings on Lineage Logistics reflect the company's
significant debt levels (S&P's analysis includes debt at a related
property company) and acquisitive growth strategy.  Partially
offsetting these weaknesses are the company's sizeable market
position as the second-largest cold storage warehousing and
logistics company in North America, as well as its customer and
end-market diversity.

RATINGS LIST

Lineage Logistics LLC
Corporate Credit Rating     B/Stable/--

Ratings remain unchanged

Lineage Logistics LLC
Senior Secured
  $255 mil. term loan*       B
   Recovery Rating           3

* Including upsize.


LOCAL SERVICE: No Quick Appeal on District Court's Ruling
---------------------------------------------------------
District Judge Lewis T. Babcock denied the Motion for
Certification as Final Judgment Pursuant to Fed. R. Civ. P. 54(b),
filed by Board of County Commissioner of Elbert County in the
lawsuit, ONYX PROPERTIES LLC, a Colorado Limited Liability
Company; EMERALD PROPERTIES, LLC, a Colorado Limited Liability
Company; VALLEY BANK AND TRUST, a Colorado State Bank; PAUL
NAFTEL, an individual; SHAUNA NAFTEL, an individual; and The
Estate of LOCAL SERVICE CORPORATION by and through its Chapter 11
Bankruptcy Trustee, SIMON E. RODRIGUEZ, Plaintiffs, v. BOARD OF
COUNTY COMMISSIONERS OF ELBERT COUNTY, Defendant; and KENNETH G.
ROHRBACH, KAREN L. ROHRBACH, PAUL K. ROHRBACH, and COMPOST
EXPRESS, INC., a Colorado corporation, Plaintiffs, v. BOARD OF
COUNTY COMMISSIONERS OF ELBERT COUNTY, in its official capacity,
Defendant, Civil Case No. 10-cv-01482-LTB-KLM, Consolidated w/11-
cv-02321-RPM-MJW (D. Colo.).

The BOCC wants the Court to enter final judgment on the individual
claim asserted against it, pursuant to 42 U.S.C. Sec. 1983, by
Kenneth G. Rohrbach, Karen L. Rohrbach, Paul K. Rohrbach, and
Compost Express, Inc. -- on the basis that the claim was filed
outside the applicable statute of limitations period -- so that
the Rohrbachs may, if they so choose, appeal the summary judgment
ruling against them.

The Rohrbachs oppose the BOCC's request.

In 2006/2007, the BOCC brought and prevailed on a zoning
enforcement action in Elbert County District Court enjoining the
Rohrbachs from operating a commercial composting business on their
real property located in Elbert County. The Rohrbachs appealed
and, in September 2009, a panel of the Colorado Court of Appeals
reversed by overturning the trial court's ruling that the BOCC had
proved the Rohrbachs' property was zoned "A-Agriculture."

The Court of Appeals determined that the applicable zoning
regulation -- which purported to establish the zoning areas in
Elbert County -- could not be used to ascertain the zoning of the
Rohrbachs' property.  The case was remanded and remains pending --
including the Rohrbachs' counterclaims against the BOCC raised
pursuant to Sec. 1983 -- in Elbert County District Court.

Following the Colorado Court of Appeals ruling, Plaintiffs Onyx
Properties LLC, Emerald Properties, LLC, Valley Bank and Trust,
and Paul & Shauna Naftel -- Development Plaintiffs -- sued the
BOCC in June 2010, in which they allege that they were improperly
forced to re-zone their real property -- from "A-Agriculture" to
an "A-1" designation -- by Elbert County when they sought to
divide it into 35-acre parcels for development and sale in 2004-
2006.  In their complaint, the Development Plaintiffs asserted
individual claims under 42 U.S.C. Sec. 1983 for the loss of their
individual property rights, without due process of law, by the
alleged improper enactment and subsequent enforcement of the
illegal zoning regulations and related zoning map(s) against them.
The Development Plaintiff also asserted class claims under Sec.
1983, seeking damages and injunctive relief for other property
owners in Elbert County, but the District Court denied their
motion requesting class certification.

The Rohrbachs also filed a federal lawsuit against the BOCC -- on
September 2, 2011 -- seeking damages under ?1983 for violation of
due process based on the BOCC's alleged unconstitutional
enforcement of the illegal zoning regulations/map(s) against them.
That lawsuit was subsequently consolidated into this case.
Thereafter, the BOCC filed a motion seeking summary judgment in
its favor on the Sec. 1983 claims -- brought by both the Rohrbachs
and the Development Plaintiffs -- on the basis that they were
untimely and barred by the applicable two-year statute of
limitations.

On December 12, 2012, the District Court concluded that the BOCC
was entitled to summary judgment on the Rohrbachs' Sec. 1983
claim, as it was time barred in the District Court as filed
outside of the applicable two-year limitations period pursuant to
Colo. Rev. Stat. Sec. 13-80-102(g).  The District Court further
concluded, however, that a question remained as to whether the
Development Plaintiffs' claims were untimely.  Accordingly, the
District Court entered summary judgment in favor of the BOCC on
the Rohrbachs' Sec. 1983 claim, but ruled that the Development
Plaintiffs' Sec. 1983 claims survived summary judgment.

In denying the BOCC's Motion for Certification as Final Judgment,
the District Court ruled that under the circumstances of this
case, "the equities do not weigh in favor of immediate appeal and
I find just and sufficient reason to delay appellate review of my
dismissal of the Rohrbachs' Sec. 1983 claim until the time that I
have conclusively ruled on the claims presented by the Development
Plaintiffs."

A copy of the Court's April 11, 2013 Order is available at
http://is.gd/0AlTBofrom Leagle.com.

                        About Local Service

Local Service Corporation filed for Chapter 11 bankruptcy (Bankr.
D. Colo. Case No. 08-15543) on April 25, 2008.  In June 2010, the
U.S. Trustee's Office appointed Simon Rodriguez as the Chapter 11
trustee for the LSC estate.

John D. Watson, who held stock interests in LSC, is a debtor in a
separate Chapter 7 case.  Jeffrey A. Weinman was appointed as the
Chapter 7 trustee for Mr. Watson's bankruptcy estate (Bankr. D.
Colo. Case No. 07-21077) in February 2008.  Mr. Weinman became the
sole board member of LSC, elected himself President, and was
authorized to make decisions for LSC.


MAXCOM TELECOMUNICACIONES: Supplement 5 to Purchase Offer
---------------------------------------------------------
A supplement to the offer to purchase for cash all of the
outstanding Series A common stock, ordinary participation
certificates and american depositary shares of Maxcom
Telecomunicaciones, S.A.B. de C.V., was filed with the U.S.
Securities and Exchange Commission on April 19, 2013.

The Supplement No.5 amends and supplements the U.S. Offer to
Purchase, dated Feb. 20, 2013, relating to the offer by Trust
Number 1387, acting through Banco Invex S.A., Institucion de Banca
M£ltiple, Invex Grupo Financiero, a banking institution organized
and existing under the laws of the United Mexican States, as
Trustee for Trust Number 1387, Ventura Capital Privado, S.A. de
C.V., Javier Molinar Horcasitas and Enrique Castillo Sanchez
Mejorada to purchase for cash (i) all of the outstanding Series A
Common Stock, without par value, of Maxcom Telecomunicaciones,
(ii) all of the outstanding Ordinary Participation Certificates of
Maxcom, and (iii) all of the outstanding American Depository
Shares, of Maxcom, in each case held by persons who are not
Mexican residents.  Each ADS represents seven CPOs.  Each CPO
represents three Shares.

Unless the Offer is further extended, the expiration of the Offer
will occur at 12:00 midnight, New York City time, on April 24,
2013.

The fifth paragraph in the "Annex III - Conditions to Consummation
of the Concurrent Exchange Offer" is replaced in its entirety with
the following text:

"In addition, the Exchange Offer is subject to the satisfaction of
Maxcom of the conditions related to the Offers.  Maxcom will also
only accept Old Notes for exchange if at least 80% in aggregate
outstanding principal amount of the Old Notes is validly tendered
and not validly withdrawn on or prior to the expiration date of
the Exchange Offer, subject to Maxcom's right, in its sole
discretion, to decrease the minimum tender condition to 75.1%
without extending the Exchange Offer or granting any withdrawal
rights.  The Purchaser believes that in the event Maxcom exercises
such right, the decrease in the debt participation threshold from
80% to 75.1% would not constitute a material change to the holders
of Maxcom Shares, CPOs and ADSs.  With an 80% participation in the
Exchange Offer, Maxcom would have $40,000,000 of its Old Notes
with an 11% coupon and $160,000,000 of its New Notes with a 7%
coupon outstanding.  If there is an additional 5% decrease in the
minimum tender condition in the Exchange Offer, this would result
in an additional $10,000,000 of Old Notes with the 11% coupon
resulting in an additional $400,000 per annum of interest payments
until the Old Notes are fully repaid in December 2014.  In
Purchaser's view, this incremental interest payment means that a
5% change in the minimum tender condition of the Exchange Offer
would not make a material difference from a debt service
perspective or in the financial condition of Maxcom.  Other than
the difference in the coupon of the Old Notes and the New Notes,
the Exchange Offer is for the same principal amount of notes, so
there would be no change in the outstanding debt level of Maxcom."

A copy of the Supplement is available for free at:

                        http://is.gd/FOgOlm

                           About Maxcom

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

                           *    *     *

Maxcom carries a 'CC' corporate credit rating from Standard &
Poor's Ratings Services and a "Caa1" from Moody's Investors
Service.


METROPCS COMMS: S&P Keeps 'B+' Corp. Credit Rating on CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' corporate
credit rating on MetroPCS Communications Inc. remains on
CreditWatch, where it was placed with positive implications on
Oct. 3, 2012, following the announcement of a merger agreement
with T-Mobile USA, a subsidiary of Germany's Deutsche Telekom AG.

"We expect that we will raise our corporate credit rating on
MetroPCS to 'BB' from 'B+' and remove it from CreditWatch upon
completion of the merger," said Standard & Poor's credit analyst
Catherine Cosentino.  While the recent revision in the transaction
terms is a credit positive in that it reduces debt of the merged
entity by $3.8 billion, S&P still considers it to have an
aggressive financial risk profile, given its expectations for
leverage and for funds from operation (FFO) to debt of 4x and 15
percent, respectively, as of the end of 2013, on a pro forma
basis, which S&P don't believe will improve through at least 2014.
Since S&P had expected its adjusted leverage calculation to be
about 4.5x in 2013 and 2014 under the prior deal terms, the
company now has more flexibility to maintain its 'BB' corporate
credit rating, even if it experiences a degradation in credit
measures from S&P's projections.

In addition, the 'BB' and 'B' issue-level rating on subsidiary
MetroPCS Wireless Inc.'s respective senior secured and senior
unsecured debt remain on CreditWatch with positive implications.
The $3.5 billion of unsecured notes issued by subsidiary MetroPCS
Wireless Inc. in March 2013 are not on CreditWatch, and are rated
'BB' with a '3' recovery rating, denoting meaningful recovery (50
percent to 70 percent) in the event of a payment default.  Under
terms in their indenture, if the merger is not completed by
Jan. 17, 2014, these notes must be redeemed.  When the transaction
is completed, S&P expects to raise the rating on MetroPCS's
$2 billion of other existing unsecured notes to 'BB' from 'B', and
revise the recovery rating to '3', in line with the recently
issued unsecured debt.  With the completion of the merger,
MetroPCS Wireless's operations will merge into T-Mobile USA Inc.,
which will be the obligor for all the unsecured debt of the
combined company.  Prior to or at close of the combination, S&P
also expects to assign its 'BB' issue-level and '3' recovery
rating to the $11.2 billion of unsecured notes to be issued by
T-Mobile USA Inc. to Deutsche Telekom.

In S&P's view, the merger of MetroPCS and T-Mobile USA creates an
entity with greater scale, an improved wireless spectrum position
and potential for significant cost savings over time, which S&P
believes will be consistent with a "fair" business risk profile as
opposed to its current assessment of a "weak" business risk
profile for MetroPCS on a stand-alone basis.  S&P also believes
the financial risk profile will remain "aggressive" based on its
expectations which include debt to EBITDA including S&P's
adjustments remaining no better than 4x through at least 2014.

S&P expects to resolve the CreditWatch, including the likely
upgrade of its corporate credit rating on MetroPCS to 'BB' and the
upgrade of unsecured debt at MetroPCS Wireless to 'BB', upon
completion of the merger, which S&P expects to occur by the end of
April 2013, following the shareholder vote, scheduled for April
24.  The 'BB' issue level rating and '1' recovery rating on the
senior secured credit facilities at MetroPCS Wireless, which will
be repaid with proceeds from the $3.5 billion notes issuance, will
be withdrawn at that time.


MF GLOBAL: Seeks Approval of New Plan Provision to Create Trust
---------------------------------------------------------------
The trustee liquidating MF Global Holdings Ltd. seeks court
approval of a new provision to the liquidation plan, which
provides for the creation of a trust to pursue claims against
former officers of the company.

Louis Freeh, MF Global's trustee, earlier sued former chief
executive Jon Corzine and two top deputies over the company's
collapse.  The lawsuit seeks unspecified damages that could be
used to pay creditors of MF Global.  Assets of the trust include
the claims asserted in Mr. Freeh's lawsuit and $2 million in cash.

Mr. Freeh also submitted in court a copy of the agreement called
the "Litigation Trust Agreement," which governs the administration
of the trust.  The document can be accessed for free at
http://is.gd/0Ao4tk

Judge Martin Glenn will hold a hearing on May 1 to consider
approval of the new provision.  Objections are due by April 29.

MF Global's plan to liquidate its assets was approved by the
bankruptcy judge on April 5, which sets the stage for creditors to
start getting their money back.

Under the plan, unsecured creditors of MF Global have a maximum
projected recovery of roughly 34% of claims.  Meanwhile, the
company's finance unit will be paid 34.4 cents on the dollar.

The liquidation plan is supported by the majority of creditors
that voted on the plan.  In all but two of the classes that voted,
100% accepted the plan.

In a related development, a group of commodities customers led by
Sapere Wealth Management LLC filed a notice that it will appeal
Judge Glenn's April 5 decision approving the liquidation plan.

                          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' 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: Obtains Ruling Expunging Coe's $35-Mil. Claim
--------------------------------------------------------
Judge Martin Glenn issued an order expunging a $35 million
administrative claim filed by Michelle Coe against MF Global
Holdings Ltd.

In an opinion issued on April 18, Judge Glenn said the claimant
"has repeatedly failed to provide any evidence showing that she
has a legitimate claim."  The bankruptcy judge also said the
claimant could not establish that she is entitled to
administrative priority.

MF Global's trustee previously opposed the claim, saying it is
identical in substance to the general unsecured claim filed by Ms.
Coe, which Judge Glenn expunged pursuant to his order dated
Nov. 14, 2012.

                          About MF Global

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

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

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

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

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

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

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

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

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

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

At a hearing on April 5, the Bankruptcy Court approved MF Global
Holdings' 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: Sues 3 Red Trading, et al. Over Non-Payment of Loan
--------------------------------------------------------------
The trustee liquidating MF Global Holdings Ltd. filed a lawsuit
against 3 Red Trading LLC and its managing members seeking payment
of nearly $2.3 million.

The move came after the defendants allegedly failed to pay the
loan provided by MF Global's finance unit to Red Trading.  Payment
of the loan was guaranteed by Red Trading's managing members, Igor
Oystacher and Edwin Johnson.

The lawsuit is Louis J. Freeh, as Chapter 11 Trustee of MF Global
Finance USA Inc., et al. v. 3 Red Trading LLC, et al., 13-01329,
U.S. Bankruptcy Court, Southern District of New York.

                          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' 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.


MISSION NEWENERGY: To Sell Biodiesel Refinery for $11.5 Million
---------------------------------------------------------------
Mission NewEnergy Limited's subsidiary, Mission Biotechnologies
Sdn Bhd, has entered into an agreement with Felda Global Ventures
Downstream Sdn Bhd to sell its 100,000 tpa biodiesel refinery
located in Kuantan Port, East Malaysia, for US$11.5 million.  FGVD
is a wholly owned subsidiary of Felda Global Ventures Holdings
Berhad, a public company incorporated in Malaysia and listed on
the Malaysia Stock Exchange.

All conditions precedent to the transaction are expected to be
completed by June 30, 2013.  The Company will utilize almost all
proceeds from the sale for debt reduction and any remaining funds
will be used for general working capital.

                     A$260,000 Loan Agreement

Mission NewEnergy's subsidiary, Mission Biofuels India Pty Ltd,
has entered into a loan agreement with Non Conventional Energy
Projects India Pvt. Ltd.

Under the terms of the loan NCEPI has agreed to loan up to INR1.5
crores (approximately A$260k) for six months, at 18% pa interest
rate (capitalized), fully secured over the equity of MBIPL with
NCEPI to also take over general management of MBIPL during the
term of the loan.  Proceeds of the loan will be drawn down to meet
general corporate obligations and re-commence wind mill
operations.

Mission and NCEPI will explore other business opportunities and
act in co-operation to look for opportunities to expand the
current business.

                    About Mission NewEnergy

Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

Grant Thornton Audit Pty Ltd, in Perth, Australia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred operating cash outflows of A$4.9 million during the year
ended June 30, 2012, and, as of that date, the consolidated
entity's total liabilities exceeded its total assets by
A$24.4 million.

The Company's consolidated balance sheet at Dec. 31, 2012, showed
$7.05 million in total assets, $27.29 million in total liabilities
and a $20.24 million net deficit.


MONITOR COMPANY: Files List of Contracts & Leases
-------------------------------------------------
Monitor Company Group Limited Partnership filed with the U.S.
Bankruptcy Court for the District of Delaware amended schedules of
assets and liabilities to disclose its executory contracts and
unexpired leases.  A full-text copy of Schedule G is available for
free at: http://bankrupt.com/misc/MONITORsal0404.pdf

                      About Monitor Company

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the
Committee of Unsecured Creditors as counsel.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors held an auction on Nov. 28, 2012, at the offices of
the Sellers' counsel, Ropes & Gray LLP in New York.  In mid-
January 2013, Judge Sontchi allowed the Debtors to sell its assets
to Deloitte Consulting for $116.2 million.


MORGAN'S FOODS: Andrew Shpiz Owned 26.4% Stake at April 12
----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Andrew Shpiz and his affiliates disclosed that, as of
April 12, 2013, they beneficially owned 1,052,250 shares of common
stock of Morgan's Foods, Inc., representing 26.4% of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/GFzFpq

                       About Morgan's Foods

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates KFC restaurants under franchises from KFC
Corporation, Taco Bell restaurants under franchises from Taco Bell
Corporation, Pizza Hut Express restaurants under licenses from
Pizza Hut Corporation and an A&W restaurant under a license from
A&W Restaurants, Inc.

As of May 20, 2011, the Company operates 56 KFC restaurants,
5 Taco Bell restaurants, 10 KFC/Taco Bell "2n1's" under franchises
from KFC Corporation and franchises from Taco Bell Corporation,
3 Taco Bell/Pizza Hut Express "2n1's" under franchises from Taco
Bell Corporation and licenses from Pizza Hut Corporation,
1 KFC/Pizza Hut Express "2n1" under a franchise from KFC Corp. and
a license from Pizza Hut Corporation and 1 KFC/A&W "2n1" operated
under a franchise from KFC Corporation and a license from A&W
Restaurants, Inc.

The Company reported a net loss of $1.68 million for the year
ended Feb. 26, 2012, compared with a net loss of $988,000 for the
year ended Feb. 27, 2011.

The Company's balance sheet at Nov. 4, 2012, showed $52.57 million
in total assets, $53.24 million in total liabilities and a
$675,000 total shareholders' deficit.


MUSCLEPHARM CORP: Amends Prospectuses to Update Financials
----------------------------------------------------------
Musclepharm Corporation filed with the U.S. Securities and
Exchange Commission post-effective amendments to the following
Form S-1 registration statements offering:

    (a) 87,530 shares of the Company's common stock, par
        value $0.001 per share, by the selling security holders,
        including (i) 49,412 Purchase Shares, and (ii) 38,118
        Warrant Shares, a copy of which is available at:

        http://is.gd/GOq9zQ

    (b) 358,824 shares of the Company's common stock,
        par value $0.001 per share, by selling security holders
        including: (i) 51,471 shares underlying warrants held by
        certain shareholders who purchased common stock purchase
        warrants in private transactions; (ii) 3,471 shares
        underlying warrants issued to consultants for services
        rendered pursuant to consulting agreements; (iii) 172,005
        shares of common stock issued to former warrant holders in
        exchange for the cancellation of previously outstanding
        warrants; and (iv) 131,877 shares of common stock issued
        to certain investors in private placement transactions.
        A copy of the amended prospectus is available at:

        http://is.gd/G7TZiG

    (c) offering of up to 1,500,000 shares of its Series D
        Convertible Preferred Stock, $0.001 par value per share
        and up to 3,000,000 shares of its common stock, $0.001 par
        value per share, in which the Series D Preferred Stock is
        convertible, pursuant to this prospectus, a copy of the
        amendment is available at http://is.gd/miOyLc

The Company filed the post-effective amendments to the
Registration Statements for the purpose of updating its financial
and other disclosures.  All share numbers in this post-effective
amendment to the Registration Statement have been adjusted to
reflect the 1-for-850 reverse split or the Company's common stock
that the Company effected on Nov. 26, 2012.

                         About MusclePharm

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

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $7.81 million in total
assets, $15.10 million in total liabilities, and a $7.29 million
total stockholders' deficit.

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


NORD RESOURCES: Ross Beaty Owned 30.4% Equity Stake at April 18
---------------------------------------------------------------
Ross J. Beaty disclosed in an amended Schedule 13D with the U.S.
Securities and Exchange Commission on April 18, 2013, that he
beneficially owned 34,943,835 shares of common stock of Nord
Resources Corporation representing 30.4% of the shares
outstanding.

The 34,250,000 common stock purchase warrants held by Mr. Beaty,
previously disclosed in the Original Statement, expired on June 4,
2012, unexercised.

A copy of the regulatory filing, as amended, is available at:

                         http://is.gd/KRdG9W

                         About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore in February 2009.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.

Nord Resources disclosed a net loss of $10.25 million on $8.14
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $10.31 million on $14.48 million of net sales
in 2011.  The Company's balance sheet at Dec. 31, 2012, showed $51
million in total assets, $68.96 million in total liabilities and a
$17.96 million total stockholders' deficit.

"The results for 2012 continued to reflect the effects of the
measures that Nord implemented beginning in July 2010 to reduce
our costs, maximize cash flow, and improve operating
efficiencies," said Wayne Morrison, chief executive and chief
financial officer.

Mayer Hoffman McCann P.C., 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 reported net losses of ($10,254,344) and
($10,316,294) during the years ended Dec. 31, 2012, and 2011,
respectively.  In addition, as of Dec. 31, 2012 and 2011, the
Company reported a deficit in net working capital of ($57,999,677)
and ($51,783,180), respectively.  The Company's significant
historical operating losses, lack of liquidity, and inability to
make the requisite principal and interest payments due under the
terms of the Amended and Restated Credit Agreement with its senior
lender raise substantial doubt about its ability to continue as a
going concern.

                        Bankruptcy Warning

"The Company's continuation as a going concern is dependent upon
its ability to refinance the obligations under the Credit
Agreement with Nedbank, the Copper Hedge Agreement with Nedbank
Capital, and the note payable with Fisher, thereby curing the
current state of default under the respective agreements.  Any
actions by Nedbank, Nedbank Capital or Fisher Industries to
enforce their respective rights could force us into bankruptcy or
liquidation."


OMEGA NAVIGATION: Cash Collateral Hearing Continued to May 13
-------------------------------------------------------------
The hearing on Omega Navigation Enterprises Inc.'s motion to use
cash collateral is continued to May 13, 2013, at 02:00 PM, before
the U.S. Bankruptcy Court for the Southern District of Texas.

The Debtor's use of the Cash Collateral is also extended until the
date of the hearing.

As reported in the Troubled Company Reporter on Jan. 8, 2013, HSH
Nordbank AG, as agent, asserts that pursuant to the senior
facilities agreement and the other senior facilities documents,
the Debtors are indebted to the senior facilities lenders in the
principal amount of US$242,720,000, plus accrued and accruing
interest and all other amounts.   The junior lenders assert a
lien on inter alia, the ships, all cash collateral and all
prepetition collateral pursuant to a US$42,500,000 loan dated
March 27, 2008.

As adequate protection from diminution in value of the lenders'
collateral, the Debtors will:

   -- make adequate protection payments;

   -- grant the lenders adequate protection liens in all of their
      rights, title and interest in their property, and a
      superpriority administrative expense claim status, subject
      to carve out.

   -- provide continued maintenance of, and insurance on, the
      ships and all of their other assets and property,
      consistent with the Debtors' prepetition practices.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

HSH Nordbank AG, as the senior lenders' agent, has first liens on
vessels to secure a US$242.7 million loan.  The lenders include
Bank of Scotland and Dresdner Bank AG.  The ships are encumbered
with US$36.2 million in second mortgages with NIBC Bank NV as
agent.  Before bankruptcy, Omega sued the senior bank lenders in
Greece contending they violated an agreement to grant a three
year extension on a loan that otherwise matured in April 2011.

An affiliate of Omega that manages the vessels didn't file, nor
did affiliates with partial ownership interests in other vessels.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


OTELCO INC: Hires Chapter 11 Professionals
------------------------------------------
Otelco, Inc., et al., seek authority from the U.S. Bankruptcy
Court for the District of Delaware to employ:

   -- BDO USA, LLP, and BDO Consulting Corporate Advisors, LLC, as
auditor and accountant, to be paid $25,000 for billable quarterly
review services and the following hourly rates for accounting
consultation services: $475-$795 for partners/managing directors,
$375-$550 for directors/sr. managers, $325-$424 for managers/vice
presidents, $200-$350 for seniors/analysts, and $150-$225 for
staff.  BDOCCA will also be paid the following hourly rates for
financial services: $475-$725 for managing director and $375-$525
for director/manager.

   -- Warren Averett, LLC, as tax accountants, to be paid an
estimated fee of $123,900 to $164,400, plus expenses, of which
$40,330, was billed and paid prior to the Petition Date.  For any
additional related tax services, the firm will be paid the
following hourly rates: $325-$405 for partner/member, $190-$325
for manager/senior manager, $160-$190 for supervisor, and $140-
$190 for staff/senior accountant.

A hearing on the employment applications will be held on May 6,
2013, at 11:30 a.m.  Objections are due April 29.

The Debtors have also sought and obtained authority from the
Bankruptcy Court to employ:

   -- Wilkiee Farr & Gallagher LLP as bankruptcy co-counsel;

   -- Young Conaway Stargatt & Taylor, LLP, as bankruptcy
      co-counsel;

   -- Dorsey & Whitney LLP as special corporate counsel;

   -- Evercore Group L.L.C. as investment banker and financial
      advisor; and

   -- Kurtzman Carson Consultants LLC to provide administrative
      Services.

                        About Otelco Inc.

Otelco Inc. and 16 affiliated Debtors filed for Chapter 11
protection (Bankr. D. Del. Case No. 13-10593) on March 24, 2013.

Otelco filed for chapter 11 in order to implement its "pre-
packaged" financial restructuring plan -- a plan that already has
been accepted by 100% of the Company's senior lenders, as well as
holders of over 96% in dollar amount of Otelco's senior
subordinated notes who cast ballots.  Otelco's restructuring plan
will strengthen the Company by deleveraging its balance sheet and
reducing its overall indebtedness by approximately $135 million.

Because of the overwhelming support Otelco's plan has received
from both its secured and unsecured creditors (including holders
of the Company's IDS units), Otelco anticipates that the Company
will be able to complete its financial restructuring at the end of
the second quarter of 2013.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Partners.  The
restructuring counsel for the administrative agent for the senior
lenders is King & Spalding LLP and its financial advisor is FTI
Consulting.

Otelco Inc. is a wireline telecommunication services provider in
Alabama, Maine, Massachusetts, Missouri, New Hampshire, Vermont
and West Virginia.


OVERSEAS SHIPHOLDING: Stock Ownership Guidelines Modified
---------------------------------------------------------
The board of directors of Overseas Shipholding Group, Inc., has
approved changes to the stock ownership guidelines for senior
management employees.  The Guidelines generally require that
during each fiscal quarter, senior management employees maintain
ownership of at least a specific number of shares of the common
stock of the Company.

In connection with the decline in the price of Common Stock, the
Board has waived, effective April 18, 2013, the quarterly stock
ownership requirements in the Guidelines (1) provided that no
employee may sell Common Stock if he possesses material, nonpublic
information about the Company, and (2) provided further that any
employee possessing nonpublic information about the Company's cash
balances may sell shares of Company common stock only (i) during
the five business day period after the second business day after
the filing of a Current Report on Form 8-K with the United Sates
Securities and Exchange Commission of a Monthly Operating Report
for the Company which discloses the Company's cash balances as of
the last day of the second month prior to the date of such filing
and (ii) if the nonpublic information that employee possesses
about the Company's cash balances is not material.

                     About Overseas Shipholding

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

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

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

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


PACIFIC BEACON: Fitch Affirms 'BB' Rating on Class III Bonds
------------------------------------------------------------
Fitch Ratings has affirmed its ratings on the following classes of
Pacific Beacon LLC, military housing taxable revenue bonds (Naval
Base San Diego Unaccompanied Housing Project), 2006 series A (the
bonds):

-- $187 million class I bonds at 'AA-';
-- $64 million class II bonds at 'A-';
-- $56 million class III bonds at 'BB'.

The Rating Outlook for the bonds is Stable.

SECURITY

The bonds are special limited obligations of the issuer primarily
secured by pledged revenues from the operation of the
unaccompanied housing project known as Pacific Beacon at the San
Diego Naval Base. The absence of a cash funded debt service
reserve fund limits protections afforded bondholders.

KEY RATING DRIVERS

ADEQUATE DEBT SERVICE COVERAGE: The ratings on the class I, II and
III bonds are being affirmed based on the 2012 debt service
coverage ratios (DSCR) of 1.77x, 1.33x and 1.09x which exceeded
projections of 1.69x, 1.28x and 1.05x but were slightly reduced
from 2011 ratios of 1.81x, 1.36x and 1.11x, respectively.

BAH INCREASED: The Basic Allowance for Housing (BAH) at Naval Base
San Diego increased by 1.4% in 2013 from 2012. Additionally, BAH
increased at a rate of 8.5% on average from 2008 - 2013.

ABSENCE OF CASH RESERVE: Debt service reserve fund is sized at
maximum annual debt service and is satisfied by a surety bond.

SENSITIVITIES

BAH DECREASE: A material decrease in BAH for the San Diego market
area in the near term.

DECREASED OCCUPANCY AND/OR INCREASED EXPENSES: Management's
inability to maintain current occupancy levels and/or control
project operating expenses could negatively impact DSCRs.

INCREASE IN PERCENTAGE BAH: An increase in the percentage of BAH
allowed for the project per the Department of Defense which could
potentially increase revenue to the project and debt service
coverage.

CREDIT PROFILE

PROJECT OVERVIEW

The project, which is located at Naval Base San Diego, consists of
1,199 units made up of Pacific Beacon (1,882 beds) and Palmer Hall
(1,032 beds) and operates under the name Pacific Beacon. The
original scope included upgrading and renovating existing two-
bedroom residential units at Palmer Hall and the construction of
three new buildings/towers known as Pacific Beacon with two-
bedroom units. The project includes a fitness facility, a multiuse
area and parking.

OCCUPANCY AND TENANT MIX

The project is currently 97% occupied and demonstrated 96.5%
occupancy for the 12-month period ending December 2012. Management
reports that the project experiences nearly 81% turnover per year
which is largely driven by the deployment of existing tenants.

Together, project occupancy levels and the rank of the tenant base
occupying the units play key roles in determining the amount of
revenue generated by the project, as BAH amounts vary by rank
level. Currently, 91% of the beds (up from 85% in 2011-2012) are
leased to service members with a rank of E4 or below. Management
reports that it does not expect that the large percentage of beds
being leased to this segment of the service member population will
change in the near future. The Department of Defense has the
ability (but is not required) to distribute a higher percentage of
the BAH to the E4 and below service members who occupy this
project. The property began paying property management fees in
2012 after being waived in 2010 and 2011. Project is currently
accruing approximately $11.8 million in deferred fees.

PROJECTED DEBT SERVICE COVERAGE

The 2013 budget for the property incorporates a 4.5% economic
vacancy assumption, assumes no change in BAH and demonstrates the
following expectation for debt service coverage ratios for 2013:

-- Class I bonds: 1.72x
-- Class II bonds: 1.29x
-- Class III bonds: 1.06x

Debt service, as originally planned, increased dramatically to
$19.6 million in 2011 (from $16.3 million in 2010) with principal
starting to amortize. Debt service remains nearly level throughout
the life of the bonds. Debt service in 2012 was $19.9 million.

Fitch views unaccompanied military housing projects as having more
risk than military family housing projects given the varied
profile of the respective tenant bases. Unaccompanied housing
projects tend to be subject to higher levels of physical wear and
higher annual turn over which leads to higher operating expenses.
Therefore, Fitch expects that the DSCRs for an unaccompanied
project will be higher than those of military family housing
transactions at the same rating level to account for this dynamic.

DEBT SERVICE RESERVE FUND

The transaction maintains a surety bond for the debt service
reserve fund (DSRF) sized at maximum annual debt service from
MBIA. Fitch does not assign any value to the MBIA surety bond and
does not rely on its presence in the event of project financial
deterioration. In addition, there is an excess collateral
agreement in place in the amount of $10 million which acts as a
line of credit to the project from Merrill Lynch (rated 'A/F1';
Stable Outlook by Fitch) with a wrap from AIG (rated 'BBB+';
Stable Outlook). At this time the surety bond and excess
collateral agreement providers have had their creditworthiness
downgraded or withdrawn completely since the issuance of the
bonds. As a result, Fitch no longer gives any credit in the
analysis to those agreements.


PAL FAMILY TRUST: Dismissal of Chapter 7 Case Upheld
----------------------------------------------------
District Judge Kenneth M. Karas affirmed the bankruptcy court's
decision dismissing Pal Family Trust's Chapter 7 case (Bankr.
S.D.N.Y. Case No. 11-22214) on Aug. 20, 2012.

Following more than a year of proceedings, the bankruptcy court
dismissed Pal Family Trust's Chapter 7 case citing its failure to
comply with its obligations to file schedules, provide the Trustee
with tax returns and other documents, and cure the deficiencies in
filing prior to the deadline for doing so.  The decision
specifically barred Pal Family Trust from commencing a bankruptcy
case in any bankruptcy court for 180 days without first obtaining
leave of the bankruptcy court.  On Aug. 28, 2012, the bankruptcy
court denied Pal Family Trust's motion for reconsideration.

The case before the District Court is, PAL FAMILY TRUST,
Appellant, v. TICOR TITLE INSURANCE ET AL., Appellees.
Case No. 12-CV-8029 (KMK) (S.D.N.Y.).  A copy of the District
Court's April 10, 2013 Opinion and Order is available at
http://is.gd/DVk4gYfrom Leagle.com.


PEDEVCO CORP: Has $8.5-Mil. Restated Net Loss in Q3 2012
--------------------------------------------------------
PEDEVCO Corp., formerly Blast Energy Services, Inc., filed on
April 18, 2012, Amendment No. 2 to the first amendment of its
quarterly report on Form 10-Q for the quarter ended Sept. 30,
2012, as filed with the SEC on Nov. 23, 2012, to:

  * Properly classify the Company's issuance of 368,345 shares of
Series A preferred stock to a related party as a stock
subscriptions receivable rather than a note receivable.

  * Properly account for the issuance of 279,749 shares of Series
A preferred stock at the then market price of $2.00 per share
rather than the $0.75 per share previously used, which resulted in
the recognition of a loss on settlement of payables of $139,874.

  * Properly present the classification of Series A Preferred
Shares issued and outstanding; the par value and additional paid
in capital for the 1,666,667 shares of Series A preferred stock
outside of the stockholders' equity as the redemption of such
shares is outside the control of the issuer.

The first amendment to the quarterly report on Form 10-Q of
Pedevco Corp. for the quarter ended Sept. 30, 2012, was filed to:

  * Include pro forma financial information in connection with the
July 27, 2012 closing of the merger between Pacific Energy
Development, Inc., and a wholly owned subsidiary of the Company;
and

  * Revise certain information provided in "Item 2. Management's
Discussion and Analysis of Financial Condition and Results of
Operations and Financial Condition" to correct amounts previously
disclosed.

The Company's restated net loss for the three months ended
Sept. 30, 2012, was $8.5 million on $175,183 of revenue, compared
with a net loss of 216,563 on $nil revenue for the same period of
2011.

The Company's restated net loss was $9.5 million on $332,848 of
revenue for the nine months ended Sept. 30, 2012, compared with as
net loss of $298,688 on $nil revenue for the period from Feb. 9,
2011 (Inception) to Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$11.6 million in total assets, $4.0 million in total liabilities,
$1.3 million of Series A convertible preferred stock, and
stockholders' equity of $6.3 million.

According to the regulatory filing, the Company has incurred
losses from operations of $10.2 million from the date of inception
(Feb. 9, 2011) through Sept. 30, 2012.  "Additionally, the Company
is dependent on obtaining additional debt and/or equity financing
to roll-out and scale its planned principal business operations.
These factors raise substantial doubt about the Company's ability
to continue as a going concern."

A copy of the Form 10-Q/A Amendment No. 2 is available at:

                       http://is.gd/Y3BtAp

A copy of the Form 10-Q/A Amendment No. 1 is available at:

                       http://is.gd/V9AVAx

Danville, California-based PEDEVCO Corp. is an energy company
engaged in the acquisition, exploration, development and
production of oil and natural gas resources in the United States,
with a primary focus on oil and natural gas shale plays and a
secondary focus on conventional oil and natural gas plays.  Its
current operations are located primarily in the Niobrara Shale
play in the Denver-Julesburg Basin in Morgan and Weld Counties,
Colorado and the Eagle Ford Shale play in McMullen County, Texas.
The Company also holds an interest in the North Sugar Valley Field
in Matagorda County, Texas, though the Company considers this a
non-core asset.


PEDEVCO CORP: Files Amendment to 2012 Annual Report
---------------------------------------------------
PEDEVCO Corp., formerly Blast Energy Services, Inc., filed on
April 19, 2012, Amendment No. 1 to its annual report on Form 10-K,
for the year ended Dec. 31, 2012, to:

  (i) to properly classify the issuance of 368,345 shares of the
Company's Series A Preferred Stock to a related party as a stock
subscriptions receivable rather than a note receivable; and

(ii) to properly present on the balance sheet and the statement
of stockholders' equity the classification of the shares of Series
A Preferred Stock issued and outstanding and the par value and
additional paid in capital for the 1,666,667 shares of Series A
preferred stock presented outside of shareholders' equity (due to
the redemption of such shares being outside of the Company's
control).

In addition, this Amendment No. 1 includes expanded disclosure
under Part II, Item 9A, Controls and Procedures, to include a
statement identifying the framework used by management to evaluate
the effectiveness of our internal control over financial
reporting, and to include a statement that the Company's internal
control over financial reporting is not effective.

The Company reported a net loss of $12.0 million on $503,153 of
oil and gas sales in 2012, compared with a net loss of $763,677 on
$0 oil and gas sales for the period from Feb. 9, 2011 (Inception)
through Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $11.1 million
in total assets, $4.8 million in total liabilities, $1.2 million
in Redeemable Series A convertible preferred stock, and
stockholders' equity of $5.1 million.

A copy of the Form 10-K/A (Amendment No. 1) is available at

                       http://is.gd/oo9M0u

Danville, California-based PEDEVCO Corp. is an energy company
engaged in the acquisition, exploration, development and
production of oil and natural gas resources in the United States,
with a primary focus on oil and natural gas shale plays and a
secondary focus on conventional oil and natural gas plays.  Its
current operations are located primarily in the Niobrara Shale
play in the Denver-Julesburg Basin in Morgan and Weld Counties,
Colorado and the Eagle Ford Shale play in McMullen County, Texas.
The Company also holds an interest in the North Sugar Valley Field
in Matagorda County, Texas, though the Company considers this a
non-core asset.

                          *     *     *

As reported in the TCR on April 11, 2013, GBH CPAs, PC, in
Houston, Texas, expressed substantial doubt about PEDEVCO Corp.'s
ability to continue as a going concern, citing the Company's loss
from continuing operations for the year ended Dec. 31, 2012, and
accumulated deficit at Dec. 31, 2012.


PEMCO WORLD AIR: Chapter 11 Plan Confirmed
------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that WAS Services Inc., named Pemco World Air Services
Inc. before the business was sold, received a confirmation order
from the bankruptcy court on April 22 approving the Chapter 11
reorganization plan.

The disclosure statement told unsecured creditors they shouldn't
expect to recover more than 3 percent on claims that might total
$72 million.  Only unsecured creditors were affected by the plan.
About 97 percent in amount and 78 percent in number of unsecured
claims voted in favor of the plan.

Secured lender Sun Capital Partners Inc. bought the business after
a previously approved sale fell through.  There were only about
$700,000 in secured claims remaining after the sale, according to
the disclosure statement.

                         About Pemco World

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

On June 15, the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.  The Debtor was renamed to WAS Services Inc. following
the sale.


PHOENIX COS: Commences Consent Solicitation on 7.45% Bonds
----------------------------------------------------------
The Phoenix Companies, Inc. on April 24 disclosed it is seeking
consent of bondholders holding the majority in principal amount of
its 7.45% Quarterly Interest Bonds due 2032 (CUSIP 71902E 20 8) to
amend the indenture governing the bonds and provide a related
waiver.  The consent would allow the company to extend the date
for providing the bond trustee with its third quarter 2012 Form
10-Q, 2012 Form 10-K, and its quarterly reports on Form 10-Q for
the first, second and third quarters of 2013 to December 31, 2013.
The solicitation follows management's conclusion that it requires
additional time to provide the 2012 reports and its belief that
this extension provides adequate time to resume a timely filing
schedule.

Also today, the company updated the status of its restatement of
prior period GAAP financial statements and the filing of its third
quarter 2012 Form 10-Q and 2012 Form 10-K with the Securities and
Exchange Commission (SEC), saying it will comment on both timing
and estimated financial impact on or before May 31, 2013.  At that
time, the company also will provide estimated operating metrics
for the first quarter of 2013 and comment on statutory financial
results for Phoenix Life Insurance Company (PLIC), its principal
operating subsidiary.

7.45% QUARTERLY INTEREST BONDS DUE 2032

-- Phoenix is required to file its quarterly and annual reports
with the bond trustee within 15 days after the applicable filing
deadline.  After each deadline, the trustee or holders
representing 25% or more in outstanding principal amount of the
bonds may then initiate a 60-day "cure" period.  If the reports
are not delivered to the trustee before the cure period expires,
the trustee or holders representing 25% or more in outstanding
principal amount of the bonds can request acceleration of
maturity.

-- In January 2013, Phoenix received valid consents from
bondholders that allowed the company to extend the date for
providing its third quarter 2012 Form 10-Q to the bond trustee to
March 31, 2013.  The consents were in excess of the majority of
the outstanding principal amount of the bonds required for
approval.

-- Phoenix did not meet the respective deadlines for providing the
trustee with its third quarter 2012 Form 10-Q or its 2012 Form 10-
K and does not expect to deliver these reports within the cure
period.

-- In addition, because of the length of time required to complete
the restatement, the company believes it may not be able to timely
file its quarterly reports on Form 10-Q for the first, second and
third quarters of 2013.  As a result, on April 24 the company
began soliciting its bondholders for another consent that would
extend to December 31, 2013 the deadline for providing the trustee
with the required SEC reports for the third quarter and full-year
2012 and the first, second and third quarters of 2013.

-- The solicitation will expire at 5:00 p.m., EDT, on May 21,
2013, or such date and time to which the company may extend it.
Only bondholders of record as of 5:00 p.m., EDT, on April 23, 2013
may provide consents and receive the consent fee.

-- Phoenix is making a Consent Solicitation Statement available to
its bondholders through the bank or broker where their bonds are
held and will begin outreach for their consent to the amendments.
If the consent solicitation is successful, and subject to the
conditions described in the Consent Solicitation Statement,
bondholders will be compensated for their consent in the amount of
$0.0625 for each $25 in principal amount.

-- Morgan Stanley & Co. LLC is serving as Solicitation Agent and
D.F. King & Co., Inc. is serving as Information and Tabulation
Agent for this solicitation.  Bondholders needing assistance or
additional copies of the Consent Solicitation Statement should
call D.F. King at 1-800-829-6551.  Bankers and brokers should call
D.F. King at 1-212-269-5550.  Inquiries to D.F. King also may be
sent via email to pfx@dfking.com
General questions may be directed to Morgan Stanley at 1-800-624-
1808.

-- The company believes it will obtain bondholder consent to this
extension.  Even if the solicitation is unsuccessful, the company
believes acceleration to be unlikely because of, among other
things, the favorable interest rate paid on the bonds.  However,
the company believes it would have adequate liquidity in the
holding company to meet its obligations if an acceleration occurs
directly after the expiration of the cure period.

This announcement is not a solicitation of consents with respect
to any bonds.  The consent solicitation is being made solely by a
Consent Solicitation Statement and related documents.

UPDATE ON RESTATEMENT AND FILING OF GAAP AND STATUTORY FINANCIAL
STATEMENTS

-- Phoenix said on April 24 it has made significant progress on
the restatement and will provide further updates on both timing
and estimated financial impact on or before May 31, 2013.  At that
time, the company also will provide estimated operating metrics
for the first quarter of 2013 and comment on PLIC's statutory
financial results.  PLIC plans to file its unaudited statutory
financial results for the first quarter of 2013 with the New York
Department of Financial Services by May 15, 2013.

-- On Nov. 8, 2012, Phoenix announced it would restate previously
issued GAAP financial statements for the years ended December 31,
2011, 2010 and 2009, the interim periods for 2011, and the first
and second quarters of 2012.  In its announcement, the company
said it was delaying filing its third quarter 2012 Form 10-Q
pending the filing of restated financial results.  The company
last provided an update on the restatement and filing of GAAP
financial results on March 15, 2013.

-- More details regarding the restatement are contained in a
Current Report on Form 8-K/A filed with the SEC today.

NEWS RELEASE OF MARCH 15, 2013

The company advises that the "Full Year 2012 Statutory Results for
Phoenix Life Insurance Company" and "Fourth Quarter and Full Year
2012 Estimated Operating Metrics for The Phoenix Companies, Inc."
reported on March 15, 2013 can continue to be relied upon.
Investors are cautioned not to rely upon other estimated GAAP
financial information provided by the company since the
announcement of the restatement, including in the March 15, 2013
news release, as the company continues to progress through the
restatement process.

ANNUAL MEETING OF SHAREHOLDERS

Phoenix plans to announce the date for its 2013 Annual Meeting of
Shareholders when it files its 2012 Form 10-K.

                          About Phoenix

Headquartered in Hartford, Connecticut, The Phoenix Companies,
Inc. -- http://www.phoenixwm.com-- is a boutique life insurance
and annuity company serving customers' retirement and protection
needs through select independent distributors.

                           *     *     *

In March 2013, Moody's Investors Service downgraded the senior
debt rating of The Phoenix Companies, Inc.to Caa1 from B3 and
continues the review for downgrade.  In addition, Moody's
maintained its review for downgrade of the Ba2 insurance financial
strength rating of the company's life insurance subsidiaries, led
by Phoenix Life Insurance Company and the B1 (hyb) debt rating of
Phoenix Life's surplus notes.  The rating action was prompted by
the company's announcement of continued delays in the filing of
its GAAP financial statements.


PLAYPOWER INC: Weak Revenues Prompt Moody's to Lower CFR to Caa2
----------------------------------------------------------------
Moody's Investors Service lowered PlayPower, Inc.'s Corporate
Family Rating Caa2 from Caa1 and the Probability of Default to
Caa2-PD from Caa1-PD. Concurrently, Moody's lowered the rating on
the company's $121.4 million Second Lien Term Loan to Caa2 from
Caa1. The outlook is stable.

The rating downgrade reflects Moody's expectation that
PlayerPower's revenue and earnings will remain under pressure in
the foreseeable future due to lower demand for its commercial
playground products particularly in the European market.

The unfavorable industry and economic headwinds, combined with the
company's aggressive financial leverage and weakened liquidity
position, make it particularly vulnerable to further decline in
revenues. As of December 31, 2012, leverage as measured by
debt/EBITDA (including Moody's standard adjustments including the
subordinated PIK notes), was approximately 7.3x and there was a
very modest cushion under the financial covenant.

The following ratings were lowered:

  Corporate Family Rating to Caa2 from Caa1;

  Probability of Default rating to Caa2-PD from Caa1-PD; and

  $121.4 million Second Lien Term Loan due June 30, 2015, to Caa2
  (LGD3, 44%).

Ratings Rationale

The Caa2 Corporate Family Rating reflects PlayPower's declining
revenue trends, high leverage and weak free cash flow in the
medium term. The rating is also constrained by its modest revenue
scale of roughly $217 million, its heavy reliance on municipal
spending and the discretionary nature of the company's product
offerings. While its diversified global operation is a longer-term
competitive advantage, it also has exposed PlayPower to the near-
to-medium volatilities in Europe --due to the on-going economic
uncertainties from recession and/or austerity programs that would
affect demands for the company's products. PlayPower's strong
position within each of its product lines in the fragmented
industry supports the rating.

The stable outlook reflects Moody's view that the company's US
business, which accounts for roughly more than 50% total revenue,
will likely remain relatively stable partially offsetting the
likely earnings weakness in Europe over the next year. In
addition, the current stable outlook anticipates adequate (albeit
weakened) liquidity in the next 12 months although free cash flow
will be modest and the cushion will remain tight for the minimum
EBITDA covenant test.

An upgrade could be considered if liquidity improves, revenues
stabilize and operating profitability improves. Further, the
company's ability to generate higher sustained cash flow and
improved credit metrics would support an upgrade.

A deterioration in liquidity could result in a downgrade. An
increase in the probability of a distressed exchange or concern
regarding the company's ability to refinance its 2015 debt
maturity could also result in a downgrade.

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

PlayPower, based in Huntersville, North Carolina, provides
recreational products of commercial playground equipment, park
amenities and marine accessories. The company distributes its play
systems under the Miracle Recreation, Hags Play, SoftPlay, Little
Tikes, SMP and Record RSS product lines, and its rotationally
molded self-floating dock and lift system under the EZ Dock line.
PlayPower is 100% owned by Apollo Investments Corporation
(Apollo).


PROMMIS HOLDINGS: Hires Huron Consulting as Financial Advisors
--------------------------------------------------------------
Prommis Holdings, LLC, asks the Bankruptcy Court for permission to
employ Huron Consulting Services LLC as financial advisors, nunc
pro tunc to March 18, 2013.

The Debtors engaged Huron on March 6, 2013, to provide certain
financial advisory and consulting services.  The firm has agreed
to:

   a. review restructuring and wind-down alternatives and
      bankruptcy planning;

   b. as part of the Debtors' planning and wind-down plan, prepare
      the Debtors for a bankruptcy filing; and

   c. review and provide feedback on the Debtors' 13-week cash
      flow projections to support.

Jeffrey M. Beard, the firm's managing director, attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

Huron will be paid in accordance with these terms:

   * Huron will charge on an hourly fee basis based on the
     actual hours worked, but in no event will the charges for
     work performed in any month exceed $75,000.

   * Huron will receive a success fee equal to $100,000 of
     net proceeds from the transaction greater than
     $15 million but less than $25 million, plus 2% of the
     net proceeds in excess of $25 million.

   * Huron's standard hourly billing rates as of Jan. 1, 2013
     are:

        Title                       Hourly Rate
        -----                       -----------
     Managing Director             $675 to $750
     Director                      $535 to $620
     Manager                       $420 to $450
     Associate                         $350
     Analyst                           $250

Prior to the petition date, the Debtors paid Huron a $75,000 as
advance payment.

A hearing is slated for April 25.

                       About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings LLC and its 10 affiliates
filed separate Chapter 11 petitions (Bankr. D. Del. Case No.
13-10551) on March 18, 2013.  Judge Brendan Linehan Shannon
presides over the case.  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.

Prommis Holdings estimated between $10 million and $50 million in
assets and $50 million and $100 million in liabilities.  The
petitions were signed by Charles T. Piper, chief executive
officer.


PROMMIS HOLDINGS: Employs Kirkland & Ellis as Attorneys
-------------------------------------------------------
Prommis Holdings LLC asks the Bankruptcy Court for permission to
employ Kirkland & Ellis LLP as their attorneys, nunc pro tunc to
the Petition Date.

K&E intends to apply for compensation for professional services
rendered on an hourly basis and reimbursement of expenses incurred
in connection with the Chapter 11 cases.

K&E's current hourly rates are:

     Billing Category               U.S. Range
     ----------------               ----------
     Partners                     $655 to $1,150
     Of Counsel                   $450 to $1,150
     Associates                   $430 to $799
     Paraprofessional             $150 to $335

K&E represented the Debtors' corporate predecessor, Prommis
Solutions Holding Corp., for several years.

                      About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings LLC and its 10 affiliates
filed separate Chapter 11 petitions (Bankr. D. Del. Case No.
13-10551) on March 18, 2013.  Judge Brendan Linehan Shannon
presides over the case.  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.

Prommis Holdings estimated between $10 million and $50 million in
assets and $50 million and $100 million in liabilities.  The
petitions were signed by Charles T. Piper, chief executive
officer.


PROMMIS HOLDINGS: Hires Womble Carlyle as Restructuring Counsel
---------------------------------------------------------------
Prommis Holdings LLC asks the U.S. Bankruptcy Court for permission
to employ Womble Carlyle Sandridge & Rice LLP as the Debtors'
restructuring counsel, nunc pro tunc to March 18, 2013.

The Debtors said that the retention of Womble Carlyle is necessary
and will allow the Debtors to operate more effectively given
Womble Carlyle's specialized knowledge of bankruptcy laws and
procedures in Delaware.

The lead Womble Carlyle attorney who will represent the Debtors is
Steven K. Kortanek, a partner with an hourly rate of $610.  Other
professionals that will be part of the engagement include:

      Professional                   Hourly Rates
      ------------                   ------------
  Matthew P. Ward, partner              $470
  Thomas M. Horan                       $380
  Ericka F. Johnson                     $315

Attorneys at the firm charge $190 to $700 per hour while
paraprofessional charge $65 to $295

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

The Debtor initially paid a $250,000 retainer to the firm.

A hearing is scheduled for April 25, 2013 at 11:30 a.m.

                    About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings LLC and its 10 affiliates
filed separate Chapter 11 petitions (Bankr. D. Del. Case No.
13-10551) on March 18, 2013.  Judge Brendan Linehan Shannon
presides over the case.  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.

Prommis Holdings estimated between $10 million and $50 million in
assets and $50 million and $100 million in liabilities.  The
petitions were signed by Charles T. Piper, chief executive
officer.


PUBLIC SERVICE ENTERPRISE: S&P Ups Preferred Stock Rating From BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Public Service Enterprise Group Inc., Public Service
Electric & Gas Co., and PSEG Power LLC to 'BBB+' from 'BBB'.  S&P
also raised the rating on Public Service Electric & Gas Co.'s
senior secured debt to 'A' from 'A-' and on its preferred stock to
'BBB-' from 'BB+'.  S&P also raised its ratings on PSEG Power
LLC's senior unsecured debt to 'BBB+' from 'BBB'.  In addition,
S&P is affirming the 'A-2' short-term rating on Public Service
Enterprise Group Inc., and Public Service Electric & Gas Co.  The
rating outlook on all three issuers is stable.

The upgrade reflects the growing positive influence on PSEG of the
regulated utility, PSE&G, whose business profile S&P views as
"excellent" (as Standard & Poor's defines the term).  The
regulated operations are expected to provide an increasing share
of the consolidated company's cash flow as about 80 percent of
capital expenditures over the next few years will be by the
utility.  This will alter significantly the relative weight within
PSEG of the utility and PSEG Power, whose higher risk merchant
power business profile S&P considers "strong".  While the
unregulated operations are volatile by their nature, the merchant
generation fleet has provided a substantial level of relatively
consistent cash flow for many years, thereby supporting the
group's consolidated creditworthiness.  However the depressed
price of natural gas in the past few years, compounded by the
impact of the recession on electric demand, has weakened the
outlook for merchant power and made the utility a more attractive
longer-term investment opportunity for management.  S&P estimates
that PSEG Power's cash flow contribution to the consolidated
entity will decrease to less than 40 percent over the next three
years.  In the short term, 100 percent of total base load energy
margins remain under contract through 2013, which should provide a
relatively stable source of cash flow.

The growing influence of the regulated business is enhancing the
consolidated risk profile of PSEG and should do so for several
years.  Standard & Poor's expects very little incremental growth
at the merchant operations, where the focus will be on operational
excellence and cost control.  S&P believes that PSEG's strong
operating performance, together with adjusted FFO to debt of about
26 percent for the consolidated company, support the 'BBB+'
rating.  The Energy Strong initiative announced in February 2013
potentially enhances credit quality by possibly providing even
greater momentum to the already utility-focused capital program.

"We could raise the rating if the company continues to invest
disproportionately in its regulated businesses such that these
operations represent more than 65 percent of PSEG and consolidated
FFO to debt is consistently greater than 28 percent.  S&P could
lower the ratings if FFO to debt is consistently lower than
22 percent, which could occur if there is a sustained decrease in
natural gas prices, power prices, or unfavorable developments in
the capacity markets," said Standard & Poor's credit analyst
Richard Cortright Jr.


REALOGY GROUP: Moody's Rates Proposed $450MM Sr. Notes 'Caa2'
-------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Realogy Group
LLC's proposed $450 million Senior Unsecured Notes due 2016.

The proceeds of the new notes and revolving credit loans will be
used to repay in full $492 million of Senior Unsecured Notes due
2017 and premiums, fees and expenses. The Caa2 rating on the notes
due 2017 will be withdrawn when they are redeemed. The Caa2 rating
on the 12% Senior notes, which were repaid in full, were
withdrawn.

Rating Rationale

"The refinancing of the 11.5% notes due 2017 at a lower coupon is
a credit neutral action; interest expense will be lowered but
liquidity will be reduced as the revolver is being drawn
substantially and the new notes mature one year sooner," noted
Edmond DeForest, Senior Analyst at Moody's. Overall liquidity
remains good, reflected in the Speculative Grade Liquidity rating
of SGL-2. Moody's expects revolver loans to be reduced through the
application of free cash flow over the course of 2013.

Moody's expects Realogy to continue to refinance high cost debt
with low cost debt opportunistically. Moody's also expects Realogy
to reduce its still high debt burden ($5.4 billion at December 31,
2012, after Moody's standard adjustments and pro forma for debt
that has been repaid in 2013 to date), through application of free
cash flow, which Moody's estimates will be about $200 million to
$250 million this year.

The following rating (assessment) was assigned:

  Senior Unsecured Notes due 2016, Caa2 (LGD6, 92%)

The following rating was withdrawn:

  12% Senior Notes due 2017, WR from Caa2 (LGD5, 89%)

The following ratings were not changed (assessments revised):

  Senior Secured Revolving Credit Facility due 2018, B1 (to LGD2,
  29% from LGD2, 26%)

  Senior Secured Term Loan due 2020, B1 (to LGD2, 29% from LGD2,
  26%)

  Senior Secured 1st Lien Notes due 2020, B1 (to LGD2, 29% from
  LGD2, 26%)

  Senior Secured 1 « Lien Notes due 2019, Caa1 (to LGD5, 77% from
  LGD5, 72%)

  Senior Secured 1 « Lien Notes due 2020, Caa1 (to LGD5, 77% from
  LGD5, 72%)

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

Realogy Group LLC is a global provider of real estate and
relocation services, mostly in the US. The company operates in
four segments: real estate franchise services, company owned real
estate brokerage services, relocation services and title and
settlement services.


REALOGY GROUP: S&P Assigns 'B-' Rating on $450MM Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned U.S. real estate
franchising and brokerage company Realogy Group LLC's proposed
$450 million senior notes due 2016 an issue-level rating of 'B-',
with a recovery rating of '6', indicating S&P's expectation for
negligible (0% to 10%) recovery for lenders in the event of a
payment default.  Realogy plans to use the proceeds to refinance a
portion of its 11.5% senior unsecured notes due 2017.

All other ratings on Realogy, including the 'B+' corporate credit
rating, are unchanged.

The 'B+' corporate credit rating on Realogy Group LLC reflects
Standard & Poor's Ratings Services' assessment of the company's
financial risk profile as "highly leveraged" and S&P's assessment
of its business risk profile as "satisfactory," according to its
criteria.

S&P's assessment of Realogy's financial risk profile as highly
leveraged reflects its expectation that total lease-adjusted debt
to EBITDA will be in the low-6x area and funds from operations
(FFO) to total adjusted debt will be in the high-single-digit
percentage area in 2013, mostly as a result of EBITDA growth in
the low- to mid-teens percentage area in 2013.  In addition, S&P's
economists are increasingly confident the U.S. residential housing
market is experiencing a sustained recovery in terms of existing
home sales and price improvement.  Furthermore, S&P believes that
Realogy's EBITDA coverage of interest will improve to the mid-2x
area in 2013.

S&P's assessment of the company's business risk profile as
satisfactory is based on Realogy's strong residential real estate
brokerage brands, including CENTURY 21, Coldwell Banker, The
Corcoran Group, ERA, and Sotheby's; good market position; and
geographic diversity.

Realogy announced preliminary first-quarter 2013 earnings,
reporting an estimate for nearly 10% revenue growth driven by 14%
growth in sales volumes.  In addition, the company estimates
significant EBITDA growth in the seasonally weak quarter.  These
estimates are modestly stronger than S&P's full-year 2013
expectations, as it expects volume growth to moderate at Realogy
in the second half of 2013.


REX ENERGY: S&P Retains 'B-' Rating on 8.875% Sr. Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B-' senior unsecured
debt rating on State College, Pa.-based Rex Energy Corp.'s
8.875 percent senior unsecured notes due 2020 remains unchanged
after the company announced it will seek to add on $100 million to
the existing $250 million notes outstanding.  This brings the
total issue amount to $350 million.

The recovery rating on the notes is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  S&P notes that the recovery expectations for the
senior unsecured notes are at the low end of the '5' recovery
rating.  If the company decides to increase the size of the note
offering or increases the commitment size on its revolver, S&P
would need to reassess and evaluate the recovery and issue level
ratings.

S&P's 'B' corporate credit rating and stable outlook on the
company remains unchanged.  The company intends to use the note
proceeds to fund a portion of its 2013 capital expenditures and
for general corporate purposes.

"The ratings on Rex Energy Corp. reflect our assessment of the
company's 'vulnerable' business risk profile and its 'highly
leveraged' financial risk," said Standard & Poor's credit analyst
Marc Bromberg.

The ratings incorporate the company's relatively small size and
scale, its limited geographic diversity, meaningful proportion of
reserves and production exposed to weak natural gas prices,
current lack of takeaway capacity, its relatively high cost base,
a high proportion of riskier proved undeveloped reserves, and its
participation in the capital-intensive and very cyclical
exploration and production industry.

Ratings also reflect the company's "adequate" liquidity and its
prospects for increased condensate production, especially natural
gas liquids.

RATINGS LIST

Rex Energy Corp.

Corporate credit rating                          B/Stable/--

Ratings Unchanged

Rex Energy Corp.

$350 mil 8.875% sr. unsecd notes due 2020        B-
Recovery rating                                  5


RITE AID: Michel Coutu Quits as Director
----------------------------------------
Michel Coutu, a member of the Board of Directors of Rite Aid
Corporation, notified the Company of his resignation, effective as
of April 17, 2013, as required pursuant to the Amended and
Restated Stockholder Agreement, dated Aug. 23, 2006, amended and
restated as of June 4, 2007, by and among Rite Aid, The Jean Coutu
Group (PJC) Inc. and certain Coutu family members, following the
sale of 72.5 million shares of Company common stock by Jean Coutu
Group.

In addition, on April 17, 2013, Mary F. Sammons, a member of the
Board of the Company, notified the Company of her intention not to
stand for re-election as a Director at the Company's 2013 annual
meeting of stockholders.

                        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.

For the 52 weeks ended March 2, 2013, the Company reported net
income of $118.10 million on $25.39 billion of revenues, as
compared with a net loss of $368.57 million on $26.12 billion of
revenues for the 53 weeks ended March 3, 2012.

The Company's balance sheet at March 2, 2013, showed $7.07 billion
in total assets, $9.53 billion in total liabilities and a $2.45
billion total stockholders' deficit.

                           *     *     *

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.


ROTECH HEALTHCARE: 3 Members Appointed to Creditors Committee
-------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the U.S.
Bankruptcy Court for the District of Delaware that three members
have been appointed to an official committee of unsecured
creditors in the Chapter 11 cases of Rotech Healthcare, Inc., and
its debtor affiliates.

The Committee members are:

   1. ResMed Corp.
      Attn: Mike Rider
      9001 Spectrum Center Blvd.
      San Diego, CA 92123
      Tel: 858-836-6726
      Fax: 858-836-5517

   2. Respironics Inc.
      Attn: Gregory Creighan
      801 Presque Isle Dr.
      Pittsburgh, PA 15239
      Phone: 724-387-4059
      Fax: 724-387-5009

   3. Essex Industries Inc.
      Attn: Kevin Toennies
      7700 Gravois Rd.
      St. Louis, MO 63123
      Phone: 314-338-8711
      Fax: 314-832-1633

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.


SCHOOL SPECIALTY: Committee Objects to Disclosure Statement
-----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of School Specialty, Inc., et al., object to the
approval of the disclosure statement explaining the Plan of
Reorganization complaining that the disclosures appear to contain
terms entirely dictated by the Ad Hoc DIP Lenders and represent a
material departure from the terms under discussion prior to the
final impasse.

Moreover, the Committee complains that it appears that the Ad Hoc
DIP Lenders have picked up the mantle of the Debtor' original
prepetition secured lender, Bayside Finance, LLC, and the
Committee is once again left to battle lenders bent on stealing
the value of the Debtors' estates all to themselves.

As reported in the April 23 edition of the TCR, School Specialty
decided to reorganize rather than sell.  The company filed a so-
called dual track plan that called for selling the business at
auction on May 8 or reorganizing while giving stock to lenders and
unsecured creditors.  The company served a notice on April 19 that
the auction was canceled and the plan would proceed by swapping
debt for stock to be owned by lenders, noteholders, and unsecured
creditors.

The bankruptcy court is deciding whether Bayside Financial LLC is
entitled to $25 million as a so-called make-whole premium in
compensation for early repayment of a $70 million secured loan.

                     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.


SCHOOL SPECIALTY: Can Borrow Additional $10MM From U.S. Bank
------------------------------------------------------------
School Specialty, Inc., and certain of its wholly-owned
subsidiaries executed amendments to the following agreements:

  (A) the Senior Secured Super Priority Debtor-in-Possession
      Credit Agreement by and among the Company, certain of its
      subsidiaries, U.S. Bank National Association, as
      Administrative Agent and Collateral Agent and the lenders
      party to the Ad Hoc Amendment; and

  (B) the Debtor-in-Possession Credit Agreement by and among Wells
      Fargo Capital Finance, LLC (as Administrative Agent, Co-
      Collateral Agent, Co-Lead Arranger and Joint Book Runner)
      and GE Capital Markets, Inc. (as Co-Collateral Agent, Co-
      Lead Arranger and Joint Book Runner and Syndication Agent),
      General Electric Capital Corporation (as Syndication Agent),
      and the lenders that are party to the Asset-Based Credit
      Agreement  and the Company and certain of its subsidiaries.

The Ad Hoc Amendment, among other things, (1) sets a new schedule
of milestones, based on certain revisions to the schedule of
hearings related to the Debtors' previously filed voluntary
petitions in the United States Bankruptcy Court for the District
of Delaware seeking relief under the provisions of Chapter 11 of
the United States Bankruptcy Code; (2) authorizes additional
borrowing in an aggregate principal amount of $10,000,000 as early
as April 25, 2013 (earlier than the May 2013 dates specified in
the original agreement).

The ABL Amendment, among other things, (1) sets a new schedule of
milestones, based on certain revisions to the schedule of hearings
related to the Debtors' Chapter 11 Cases, which corresponds to the
milestones set in the Ad Hoc Amendment, and (2) attaches a revised
budget to the agreement, as prepared by the Company.

                      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.


SEA VILLAGE: N.J. Court Won't Hear Suit Over Dockage Fees
---------------------------------------------------------
New Jersey Chief District Judge Jerome B. Simandle dismissed the
action, SEA VILLAGE MARINA, LLC., Plaintiff, v. A 1980 CARLCRAFT
HOUSEBOAT, HULL ID NO. LMG37164M80D, et al., Defendants, Civil
Action No. 09-3292 (JBS-AMD) (D.N.J.), for lack of subject matter
jurisdiction.

Sea Village Marina filed this in rem action in 2009 to obtain
maritime liens against four houseboats whose owners had not paid
dockage fees since 2007.  On Oct. 19, 2009, after conducting
several hearings on the question of subject matter jurisdiction,
the Court issued an Opinion and Order establishing that it had
admiralty jurisdiction over the dispute under 28 U.S.C. Sec. 1333
because the houseboats were vessels.

On Jan. 15, 2013, the United States Supreme Court decided Lozman
v. Riviera Beach, 133 S.Ct. 735, 2013 WL 149633 (2013), and held
that Lozman's floating home was not a vessel.  After Lozman, the
New Jersey District Court doubted it had admiralty jurisdiction
under 28 U.S.C. Sec. 1333 to hear an action for maritime liens
with regard to unpaid houseboat slip rentals.  On Jan. 17, 2013,
the New Jersey District Court, on its own motion pursuant to Fed.
R. Civ. P. 12(h)(2), issued a show cause order asking the parties
to submit briefing regarding whether the Court had subject matter
jurisdiction in light of Lozman.

A copy of the Court's April 11, 2013 Memorandum Opinion is
available at http://is.gd/M2DktZfrom Leagle.com.

Sea Village Marina L.L.C., in Northfield, New Jersey, filed for
Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 10-17235) on
March 12, 2010.  Albert A. Ciardi, III, Esq., at Ciardi Ciardi &
Astin, P.C., serves as the Debtor's counsel.  In its petition, the
Debtor estimated $1 million to $10 million in assets and debts.


SHOTWELL LANDFILL: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Shotwell Landfill, Inc.
        3209-120 Gresham Lake Road
        Raleigh, NC 27615

Bankruptcy Case No.: 13-02590

Chapter 11 Petition Date: April 19, 2013

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: William P. Janvier, Esq.
                  JANVIER LAW FIRM, PLLC
                  1101 Haynes Street, Suite 102
                  Raleigh, NC 27604
                  Tel: (919) 582-2323
                  Fax: (866) 809-2379
                  E-mail: bill@janvierlaw.com

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

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

The petition was signed by David King, owner/president.

Debtor's List of Its 13 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
TT&E Iron and Metal                Trade Debt             $165,480
Attn: Managing Agent
1529 W. Garner Road
Garner, NC 27529

Ragsdale Liggett, LLC              Legal Services         $150,000
Attn: Managing Agent
P. O. Box 31507
Raleigh, NC 27622

Smith Moore Leatherwood            Legal Services          $78,856
Attn: Managing Agent
434 Fayetteville Street, Suite 2800
Raleigh, NC 27601

Blanchard Miller Lewis &           Legal Services          $43,351
Isley, P.A

Holding Oil Company                Trade Debt              $20,934

Road Machinery Services, Inc.      Trade Debt              $18,208

CAT Access Credit Account          Trade Debt              $12,940

Richard Smith Gardner & Associates Legal Services          $11,721

Branch Banking & Trust             Trade Debt              $11,063

NorthEast Lubricants, L TO         Trade Debt               $1,417

Ball & Minor, CPA, PA              Trade Debt               $1,325

Dean's Wrecker & Auto Service      Trade Debt               $1,275

Batteries of NC, LLC               Trade Debt                 $496


SOLAR POWER: Incurs $25.4 Million Net Loss in 2012
--------------------------------------------------
Solar Power, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$25.42 million on $99.95 million of total net sales for the year
ended Dec. 31, 2012, as compared with net income of $1.60 million
on $139.76 million of total net sales for the year ended Dec. 31,
2011.

The Company's balance sheet at Dec. 31, 2012, showed $162.82
million in total assets, $138.70 million in total liabilities and
$24.12 million in total stockholders' equity.

Crowe Horwath LLP, in San Francisco, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred a current year net loss of $25.4
million, has an accumulated deficit of $23.8 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and material adverse change and
default clauses in certain debt facilities under which the banks
can declare amounts immediately due and payable.  Additionally,
the Company's parent company LDK Solar Co., Ltd, has experienced
financial difficulties, which among other items, has caused delays
in project financing.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.

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

                        http://is.gd/qf0Hzv

                         About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.


SPRINT INDUSTRIAL: Moody's Gives First-Time B3 Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service assigned Sprint Industrial Holdings LLC
a first time Corporate Family Rating  and Probability of Default
Rating  of B3 and B3-PD, respectively.

Concurrently, Moody's assigned a B2 rating to the company's
proposed $162.5 million senior secured first lien credit
facilities and Caa2 rating to the proposed $70 million second lien
debt facility. The ratings outlook is stable.

Proceeds from the proposed $12.5 million revolving credit
facility, $150 million first lien term loan and $70 million second
lien term loan are expected to be used to refinance the company's
existing debt. The first lien revolver and term loan are rated B2,
one rating notch above the Corporate Family Rating based on the
support provided by the second lien debt. The second lien term
loan rating of Caa2 reflects its junior position in the debt
structure behind the first lien debt.

Ratings (and Loss Given Default Assessments) assigned to Sprint
Industrial:

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

Proposed $12.5 million Revolver due 2018, B2 (LGD-3, 33%)

Proposed $150 million Senior Secured First Lien Term Loan due
2019, B2 (LGD-3, 33%)

Proposed $70 million Senior Secured Second Lien Term Loan due
2019, Caa2 (LGD-5, 86%)

Outlook, Stable

Ratings Rationale

Sprint Industrial's B3 CFR reflects its relatively modest revenue
scale, high leverage and geographic concentration largely limited
to the Gulf Coast region of the U.S. Annual revenues proforma for
the May 2012 acquisition of Southern Tank Leasing approximate $100
million. Proforma for the proposed refinancing, debt to EBITDA
stands at over 6 times (on a Moody's standard adjusted basis),
higher than similarly rated peers. The ratings anticipate that
leverage credit metrics will improve over the intermediate term as
the company benefits from growth in the refinery, petrochemical,
and industrial end markets, further positioning it within the B3
rating category. Continued high asset utilization levels and
services-related revenues are expected to continue to support
metrics in line with a B3 CFR including debt/EBITDA anticipated to
be reduced to below 6.0 times over the next twelve months. Demand
is expected to continue to be driven by higher direct
petrochemical business and the further expansion of tank rentals
to energy exploration companies in the Gulf Coast region.
Additionally, the ratings are supported by the company's safety
equipment and services segment providing product diversification.
Although lower margin relative to the overall company, safety
equipment provides a relatively more stable revenue stream and
compliments the existing rental product and service offering to
its customers. Demand in this segment is driven by industry
practices and stringent regulations requiring oil and gas and
petrochemical companies to closely monitor the air-quality and
safety of their facilities. Sprint Industrial's low cost of
equipment relative to their customer's potential higher costs of
non-compliance supports demand and provides opportunities for the
company's safety equipment and services. Furthermore, similar to
peers, the company's recent significant investments in additional
fleet should contribute positively to the company's earnings
resulting in stronger free cash flow generation.

The stable outlook is supported by Sprint Industrial's adequate
liquidity profile and Moody's view that strength in the end-
markets the company serves should continue to be supportive of its
B3 credit profile over the intermediate term.

The ratings could be pressured downward if the company's liquidity
position deteriorates, the company does a meaningful debt-financed
acquisition or dividend, and/or it is expected that debt / EBITDA
would exceed 6.5x or EBITDA to interest were to fall below 1.5
times on a sustained basis.

The ratings could be upgraded if the company achieves meaningful
greater revenue scale while maintaining EBITDA margins and/or it
is expected that total debt to EBITDA were to decrease below 5.0
times and EBITDA/interest were to exceed 2.5x on a sustained
basis.

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

Sprint Industrial Holdings LLC, headquartered in Houston, Texas is
a rental provider of liquid and solid storage tanks primarily for
the refinery, energy and industrial end-markets in the U.S. Gulf
Coast area. The company also offers technical safety equipment
products and services and equipment transportation services.
Sprint Industrial was acquired by First Atlantic Capital, CSW
Private Equity, and GS Merchant Banking Division in 2007.


SPRINT INDUSTRIAL: S&P Gives B CCR & Rates 1st Lien Loan B+
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Houston-based Sprint Industrial
Holdings LLC.  The outlook is stable.

At the same time, S&P assigned a 'B+' issue-level rating to the
company's proposed new $162.5 million first-lien credit facility
with a '2' recovery rating, which indicates its expectation of a
substantial recovery (70%-90 percent) in the event of a payment
default. The proposed facility will consist of a $12.5 million
revolving credit facility and a $150 million term loan.  S&P also
assigned a 'CCC+' issue rating and '6' recovery rating to Sprint's
proposed $70 million second-lien term loan, indicating S&P's
expectation of a negligible recovery (0 percent -10 percent) in
the event of a payment default.  S&P expects the company to use
proceeds from the new facility to redeem all outstanding debt from
its existing capital structure.

Standard & Poor's ratings on Sprint reflect its assessment of the
company's "vulnerable" business risk profile and "highly
leveraged" financial risk profile.

"Our assessment of the company's vulnerable business risk profile
reflects its participation in a highly competitive, capital
intensive equipment rental industry; its narrow scope of
operations; and limited geographic and product diversity," said
Standard & Poor's credit analyst Carol Hom.  Sprint's
complementary service offerings in its business and long-standing
customer relationships, from which business is roughly 85 percent
maintenance related service, only partly offsets these factors.
S&P's base-case growth assumptions for Sprint include:

   -- Mid-single-digit growth in Sprint's top line in 2013 as the
      company benefits from good demand in the petrochemical and
      refining markets;

   -- A relatively stable EBITDA margin in the mid-30% area; and

   -- Capital expenditures of roughly $10 million to $12 million.

Sprint rents liquid and solid storage containers and technical
safety equipment, and provides related services to refineries,
chemical companies, and oil and gas field service companies
primarily in the Gulf Coast region.  Sprint's competitors include
BakerCorp and Evergreen Tank Solutions.  These are among several
of the larger players that control a sizable portion of an
industry that is highly fragmented.  S&P believes that in the long
term, demand for the company's products and services could benefit
from increasing environmental regulation.  With more than
70 percent of its revenues from tank and box storage units and
related services, it has a limited geographic focus that exposes
it to regional, industry, and economic volatility.

Sprint primarily serves the downstream and midstream industrial
end markets.  In 2013, demand for Sprint's products should grow
because S&P expects project volume in the petrochemical, oil and
gas construction, and chemical industry to increase.  As with many
equipment rental and leasing companies, Sprint's EBITDA margins
are high--in the mid-30 percent area.  While significant capital
requirements are inherent to its business, rental revenues help
offset equipment costs relatively quickly.  Sprint is majority
owned by financial sponsors First Atlantic Capital, CSW Private
Equity, and GS Merchant Banking Division.  Consequently, S&P's
assessment of the company's management and governance profile is
"fair."

S&P views the company's financial risk profile as "highly
leveraged."  Sprint will likely maintain its credit measures with
positive free cash flow generation as modestly increasing
utilization rates fuel fleet growth in its business.  Pro forma
for the proposed transaction, adjusted total debt to EBITDA was
about 6x as of Dec. 31, 2012.  S&P believes credit metrics could
improve somewhat over the next year, but they will likely remain
consistent with its expectations for the rating at about 5x-6x
debt to EBITDA.

The outlook is stable.  S&P expects demand for Sprint's products
and services to remain relatively stable in 2013, due to favorable
business conditions in key petrochemical and refining markets the
company serves, and that leverage will remain below 6x.  S&P could
lower the rating if the company's operating performance declines
or the company's rental equipment purchases lead to negative free
cash flow and cause leverage to rise higher than 6x. S&P's
assessment of the company's business risk profile as vulnerable
and financial policy as very aggressive limits the likelihood of
an upgrade at this time.


SPECTRASCIENCE INC: McGladrey LLP Raises Going Concern Doubt
------------------------------------------------------------
SpectraScience, Inc., filed on April 18, 2013, its annual report
on Form 10-K for the year ended Dec. 31, 2012.

McGladrey LLP, in Des Moines, Iowa, expressed substantial doubt
about SpectraScience, Inc.'s ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and its ability to
continue as a going concern is dependent on the Company's ability
to attract investors and generate cash through issuance of equity
instruments and convertible debt.

The Company reported a net loss of $9.1 million on $461,296 of
revenue in 2012, compared with a net loss of $4.8 million on
$26,735 of revenue in 2011.

The net loss in 2012 included a reduction in operating loss of
approximately $446,000 offset by significant increases in non-cash
expense of approximately $4.8 million related to the accounting
for convertible debentures issued during the fiscal year ended
Dec. 31, 2012.

The Company's balance sheet at Dec. 31, 2012, showed $2.4 million
in total assets, $4.0 million in total liabilities, and
astockholders' deficit of $1.6 million.

San Diego, Calif.-based SpectraScience, Inc., focuses on
developing its WavSTAT(R) Optical Biopsy System.  The WavSTAT
employs a non-significant risk technology that optically
illuminates tissue in real-time to distinguish between normal and
pre-cancerous or cancerous tissue.


SPRINT NEXTEL: SoftBank Held 16.4% of Series 1 Shares at April 12
-----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, SoftBank Corp. and its affiliates disclosed
that, as of April 12, 2013, they beneficially owned 590,476,190
shares of Series 1 common stock, par value $2.00 per share, of
Sprint Nextel Corporation representing 16.4% of the shares
outstanding.  A copy of the amended regulatory filing is available
for free at http://is.gd/aatVLF

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

Sprint Nextel incurred a net loss of $4.32 million in 2012, a net
loss of $2.89 million in 2011, and a net loss of $3.46 million in
2010.  The Company's balance sheet at Dec. 31, 2012, showed $51.57
million in total assets, $44.48 million in total liabilities and
$7.08 million in total shareholders' equity.

                        Bankruptcy Warning

"If the Merger Agreement terminates and we are unable to raise
sufficient additional capital to fulfill our funding needs in a
timely manner, or we fail to generate sufficient additional
revenue from our wholesale and retail businesses to meet our
obligations beyond the next twelve months, our business prospects,
financial condition and results of operations will likely be
materially and adversely affected, substantial doubt may arise
about our ability to continue as a going concern and we will be
forced to consider all available alternatives, including a
financial restructuring, which could include seeking protection
under the provisions of the United States Bankruptcy Code," the
Company said in its annual report for the period ended Dec. 31,
2012.

On Dec. 17, 2012, the Company entered into an agreement and plan
of merger pursuant to which Sprint agreed to acquire all of the
outstanding shares of Clearwire Corporation Class A and Class B
common stock not currently owned by Sprint, SOFTBANK CORP., which
or their affiliates.  At the closing, the outstanding shares of
common stock will be canceled and converted automatically into the
right to receive $2.97 per share in cash, without interest.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


SPRINT NEXTEL: Amendment No.4 to Rule 13E-3 Transaction Statement
-----------------------------------------------------------------
A fourth amendment to Rule 13E-3 Transaction Statement on Schedule
13E-3 was jointly filed by Clearwire Corporation, Sprint Nextel
Corporation, Sprint HoldCo, LLC, SN UHC 1, Inc., SN UHC 4, Inc.,
and Collie Acquisition Corp. in connection with the Agreement and
Plan of Merger, dated as of Dec. 17, 2012, by and among Clearwire,
Sprint and Merger Sub.

If the Merger Agreement is adopted by Clearwire's stockholders,
Merger Sub will merge with and into Clearwire, with Clearwire
continuing as the surviving corporation.  In the Merger, each
issued and outstanding share of Class A common stock of Clearwire,
par value $0.0001 per share will automatically be converted into
the right to receive $2.97 per share in cash, without interest,
less any applicable withholding taxes.  In addition, Intel Capital
Wireless Investment Corporation 2008A, and the only holder of
Class B common stock of Clearwire other than Clearwire, Sprint and
Sprint's affiliates, has elected to irrevocably exchange,
immediately prior to the effective time of the Merger, all of its
Class B Interests into shares of Class A Common Stock, which will
then automatically convert into the right to receive the Merger
Consideration at the effective time of the Merger.

Concurrently with the filing of the Amendment No. 4 to Schedule
13E-3, Clearwire filed an amended preliminary proxy statement
under Section 14(a) of the Securities Exchange Act of 1934, as
amended, pursuant to the definitive version of which the Clearwire
board of directors will be soliciting proxies from stockholders of
Clearwire in connection with the Merger, including to adopt the
Merger Agreement.

As of April 18, 2013, the directors and executive officers of
Sprint, Merger Sub, Sprint HoldCo, SN UHC 1 and SN UHC 4 do not
beneficially own any shares of Class A Common Stock or Class B
Common Stock.

A copy of the Amendment is available at http://is.gd/SwyZr5

                         About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

Sprint Nextel incurred a net loss of $4.32 million in 2012, a net
loss of $2.89 million in 2011, and a net loss of $3.46 million in
2010.  The Company's balance sheet at Dec. 31, 2012, showed $51.57
million in total assets, $44.48 million in total liabilities and
$7.08 million in total shareholders' equity.

                        Bankruptcy Warning

"If the Merger Agreement terminates and we are unable to raise
sufficient additional capital to fulfill our funding needs in a
timely manner, or we fail to generate sufficient additional
revenue from our wholesale and retail businesses to meet our
obligations beyond the next twelve months, our business prospects,
financial condition and results of operations will likely be
materially and adversely affected, substantial doubt may arise
about our ability to continue as a going concern and we will be
forced to consider all available alternatives, including a
financial restructuring, which could include seeking protection
under the provisions of the United States Bankruptcy Code," the
Company said in its annual report for the period ended Dec. 31,
2012.

On Dec. 17, 2012, the Company entered into an agreement and plan
of merger pursuant to which Sprint agreed to acquire all of the
outstanding shares of Clearwire Corporation Class A and Class B
common stock not currently owned by Sprint, SOFTBANK CORP., which
or their affiliates.  At the closing, the outstanding shares of
common stock will be cancelled and converted automatically into
the right to receive $2.97 per share in cash, without interest.

                           *     *     *

Sprint Nextel continues to carry Standard & Poor's 'B+' corporate
credit.  As reported by the TCR on April 5, 2013, Sprint Nextel
remain on S&P's CreditWatch, where they were placed with positive
implications on Oct. 11, 2013.  The company signed an agreement to
sell a 70% stake to Japan-based SoftBank Corp. for about $20.1
billion, which would include an $8 billion cash infusion.  The
companies expect the transaction to close in the second quarter of
2013.

The Company continues to carry Moody's Investors Service's B1
corporate family rating and B1 probability of default rating, and
Fitch Ratings' 'B+' Issuer Default Rating.


SS&C TECHNOLOGIES: S&P Raises Sr. Secured Debt Rating to 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on SS&C Technologies Inc.'s senior secured credit facilities to
'BB' from 'BB-' and the recovery rating to '2' from '3', based on
the company's repayment of more than $100 million of the rated
facilities since the second quarter of 2012 and successful
integration of its GlobeOp and PORTIA acquisitions.  The '2'
recovery rating indicates S&P's expectation for substantial
recovery (70 percent to 90 percent) in the event of payment
default.  The rated credit facilities include a term loan A of
$325 million and a $100 million revolving credit facility, both
due 2017, as well as a $725 million term loan B-1 and a
$75 million term loan B-2, both due 2019.

The 'BB-' corporate credit rating on SS&C and the stable rating
outlook remain unchanged and reflect the company's "aggressive"
financial risk profile with leverage of 4.2x as of December 2012
pro forma for acquisitions and "fair" business risk profile
resulting from a good position in the hedge fund administration
industry and high recurring revenue.  The stable outlook reflects
S&P's expectation that SS&C will continue to generate consistent
growth and free operating cash flow and that the company will
reduce leverage over the coming year.  Due to the uncertainty
about the outcome and timing of the resolution, S&P do not factor
into its analysis significant legal claims for which the group has
not recorded a provision.

SS&C Technologies Inc.

  Corporate credit rating                 BB-/Stable

RATINGS RAISED/RECOVERY RATINGS REVISED

SS&C Technologies Inc.
SS&C Technologies Holdings Europe S.A.R.L.
                                         TO           FROM
  Senior secured                         BB           BB-
   Recovery rating                       2            3


STONE ROSE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Stone Rose, LP
        c/o MYLER, RUDDY & MCTAVISH
        105 E. Galena Boulevard, Suite 800
        Aurora, IL 60505

Bankruptcy Case No.: 13-16410

Chapter 11 Petition Date: April 19, 2013

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: G. Alexander McTavish, Esq.
                  MYLER, RUDDY & MCTAVISH
                  105 E. Galena Boulevard, 8th Floor
                  Aurora, IL 60505
                  Tel: (630) 897-8475
                  Fax: (630) 897-8076
                  E-mail: alexmctavish@mrmlaw.com

Scheduled Assets: $16,496,059

Scheduled Liabilities: $6,930,402

The petition was signed by Joseph G. Dinges, president of Stone
Rose Mgmt., Inc., general partner.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Brian Murphy                       Claimed Promissory     $230,000
4N886 Dover Hill Road              Notes
Saint Charles, IL 60175

David Cohen                        Loan                   $124,474
5855 N. Sheridan Road, #18A
Chicago, IL 60660

Denker & Muscarello                Services                $81,645
4N701 School Road
Saint Charles, IL 60175

Geraldine Knaak Estate             Loan                    $65,000

Gary L. Conover Trust              Loan                    $40,500

DELT Properties, LLC               Loan                    $32,500

Robert E. Pradelski                Loan                    $21,577

Pearle Cohen                       Loan                    $17,865

22 High Rd LLC                     Loan                    $16,250

Bernard Hirsch IRA                 Loan                    $16,250

Caren Messina Hirsch               Loan                    $16,250

G Porter & Co                      Loan                    $16,250

Harold Engh                        Loan                    $16,250

Keith R. Bishop IRA                Loan                    $13,000

Robert E. Pradelski Trust          Loan                    $13,000

Silver Land I, LLC                 Loan                    $12,675

Phil Cunningham                    Loan                    $11,700

Gary Mills                         Loan                    $10,725

Charles Mark Jackson               Loan                     $9,770

WOZ 1, LLC                         Loan                     $9,750


STEREOTAXIS INC: Fails to Comply with $15MM Market Value Rule
-------------------------------------------------------------
The Nasdaq Stock Market notified Stereotaxis, Inc., that it no
longer complies with Rule 5450(b)(3)(C), the Market Value of
Publicly Held Shares Rule, as the Company did not maintain a
minimum MVPHS of $15,000,000 for the 30 consecutive business days
prior to the date of the letter.  In accordance with Rule
5810(c)(3)(D), the Company will be provided 180 calendar days, or
until Oct. 14, 2013, to regain compliance with the MVPHS Rule.
The Company may regain compliance with the MVPHS Rule if the
Company's MVPHS closes at $15,000,000 or more for a minimum of 10
consecutive business days at any time before Oct. 14, 2013.

The Nasdaq letter further states that if the Company does not
regain compliance with the MVPHS Rule by Oct. 14, 2013, then
Nasdaq will notify the Company that its common stock will be
delisted.  At that time, the Company may appeal Nasdaq's
determination to delist the Common Stock.  Alternatively, the
Company may apply for a transfer to The Nasdaq Capital Market
provided it satisfies the continued listing standards of the
Capital Market set forth in Marketplace Rule 5505.

                        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.


SUNSTATE EQUIPMENT: S&P Raises Corporate Credit Rating to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Phoenix, Ariz.-based Sunstate Equipment
Co. LLC by one notch to 'B+', and raised the secured debt rating
two notches to 'B+'.  At the same time, S&P removed all ratings
from CreditWatch with positive implications.  The outlook is
stable.

The upgrade reflects improvement in Sunstate's credit measures,
which exceed ratios compatible with the prior rating.  Conditions
in the equipment rental sector continue to improve relative to
construction spending, and S&P expects Sunstate's operating
performance to sustain improvement.  Also S&P expects that
Sumitomo Corp., through its wholly owned subsidiary SMS
International Corp., which increased its stake in Sunstate to
80 percent from 35 percent, will provide some support to Sunstate.

The ratings on Sunstate reflect our assessment of the company's
"weak" business risk profile.  The company is a regional operator
in the highly fragmented and competitive construction equipment
rental industry.

"The ratings also reflect its limited diversity, capital-intensive
equipment purchases, aggressive leverage, and, before Sumitomo's
expanded interest, somewhat limited financial flexibility," said
Standard & Poor's credit analyst John Sico.

The outlook is stable.  In line with recent rental market
improvement, Sunstate's operating performance has demonstrated
much-improved credit measures and should sustain at the current
rating.

S&P expects Sunstate will sustain credit measures over the next 12
months.  S&P believes the new majority owner will provide some
support.  S&P do not expect a deviation from the company's organic
growth policy in shaping its strategic plans.  S&P expects
liquidity to remain adequate in the near term amid economic
uncertainty.

Although conditions in the equipment rental sector are good now,
they could weaken because it is a very cylical industry.  If this
occurs and leverage measures deteriorate beyond the 4x to 5x that
S&P currently expects, it could lower the ratings.

Although S&P sees limited prospects for an upgrade in the next
year, it could raise the ratings by one notch if it sees further
improvement in the next 12 months and discipline on capital
spending.


SYNAGRO TECHNOLOGIES: Files for Ch. 11 With Plans to Sell
---------------------------------------------------------
Synagro Technologies, Inc. on April 24 disclosed that it has
reached an agreement to sell substantially all of its assets to
EQT Infrastructure II, the second fund within the infrastructure
investment strategy of EQT, in a transaction valued at $455
million as the culmination of a plan to strengthen its balance
sheet and position the Company for strategic growth.

"EQT brings a tremendous amount of industry knowledge and
expertise to the table and believes both in our business and in
the future of Synagro," said Eric Zimmer, the Company's President
and CEO.  "We look forward to working with the EQT team to grow
the business by leveraging their strategic support and industry
expertise."

In order to complete the sale and deleveraging in a timely and
efficient manner, the Company is proposing to implement the sale
pursuant to Section 363 of the U.S. Bankruptcy Code.  As a result,
Synagro and certain of its subsidiaries today filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware. Synagro anticipates the sale will be completed in
approximately 60 to 90 days.

In connection with the filing, certain existing lenders have
committed to provide $30 million of additional capital in the form
of debtor-in-possession financing subject to Court approval.  The
financing, along with the Company's cash flow from operations,
will provide ample liquidity to operate the business and meet
ongoing obligations to customers, vendors, and employees through
the completion of the sale process.

"The sale transaction will provide Synagro with the financial
resources and flexibility we need to remain an industry leader,
improve the already unparalleled service we provide to our clients
across the country, and also grow our business," Mr. Zimmer said.
"Over the past 15 months we have made significant progress in
improving operational efficiencies throughout the organization,
leading to increased year-over-year profitability.  This
transaction is the culmination of our ongoing efforts to
strengthen our balance sheet to match our stable and strong
operating results and to provide the financial stability needed to
grow the business."

Synagro will continue all operations as usual throughout the
Chapter 11 process, supporting its more than 600 customer
locations across North America that rely on Synagro's industry
leading biosolids management solutions to support their daily
operations.  Vendors will be paid for all goods and services
rendered subsequent to the date of the filing.  Additionally,
under the sale agreement, all outstanding trade liabilities will
be assumed once the proposed sale closes.

While included as part of the sale of assets, Synagro's special
purpose entities, which include its facilities in Philadelphia,
Baltimore, and Sacramento, were not included in the Chapter 11
filing.

Synagro is being advised by the law firm of Skadden Arps Slate
Meagher & Flom, along with financial adviser AlixPartners and
investment bankers Evercore Partners.

                $2-Bil Infrastructure Fund

Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports that Synagro Chief Executive Eric Zimmer said in an
interview that the Swedish investment firm, EQT, raised a
$2 billion infrastructure fund recently and is lined up to start
the bidding at a bankruptcy auction with an offer of $460 million.
Mr. Zimmer said EQT was chosen after a robust marketing process,
but a lively bankruptcy auction is still a possibility.

According to Dow Jones, the bankruptcy filing came months after
Synagro's senior lenders agreed to look the other way on loan
defaults to give the company time to find a buyer.  Synagro hired
restructuring advisers AlixPartners and Evercore Partners Inc.
last year to help it deal with $540 million in debt that was
coming due beginning in 2013.

Dow Jones notes the company's debt was subjected to a series of
downgrades from Standard & Poor's Ratings Services, which said
that in spite of a December 2012 deal with lenders, liquidity was
strained and Synagro needed a long-term solution to its financial
trouble.

Tom Hals and Soyoung Kim, writing for Reuters, report that
Carlyle's infrastructure fund borrowed heavily to take Synagro
private in 2007 in a $772 million deal.  That deal left Synagro
vulnerable when municipalities cut spending on wastewater
treatment and other environmental projects in the aftermath of the
2008 financial crisis.

Reuters also relates Synagro lost two major contracts in New York
City and Detroit.  Synagro's Detroit contract was mired in a
bribery scandal that weighed on the public image of the Houston,
Texas-based company.

                    About Synagro Technologies

Synagro Technologies, Inc., based in Houston, Texas, is a recycler
of bio-solids and other organic residuals in the U.S.  At June 30,
2012 trailing twelve month revenues were $318 million and the
total debt balance was $532 million. The company is majority-owned
by entities of The Carlyle Group.


TARGETED MEDICAL: Form S-1 Registration Statement Cleared by SEC
----------------------------------------------------------------
Targeted Medical Pharma, Inc.'s Form S-1 registration statement,
which registers up to 25,723,395 shares of common stock for resale
by selling stockholders on a delayed or continuous basis, has
cleared comments with the United States Securities and Exchange
Commission and accordingly, the Company has requested the
registration statement be declared effective at 4:00 p.m. EST on
April 19, 2013.  The Company will not receive any proceeds from
the sale of the Shares by the selling stockholders.  All the
proceeds from the sale of the Shares will be for the respective
account of each selling stockholder.  The final prospectus related
to the Registration Statement can be accessed through EDGAR via
www.sec.gov.

                       About Targeted Medical

Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and commercializes
nutrient- and pharmaceutical-based therapeutic systems.

Targeted Medical disclosed a comprehensive loss of $9.58 million
on $7.29 million of total revenue for the year ended Dec. 31,
2012, as compared with a comprehensive loss of $4.18 million on
$8.81 million of total revenue during the prior year.  The
Company's balance sheet at Dec. 31, 2012, showed $11.77 million in
total assets, $13.77 million in total liabilities, and a $2
million total shareholders' deficit.

EFP Rotenberg, LLP, in Rochester, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has losses for the year ended Dec. 31, 2012,
totaling $9,586,182 as well as accumulated deficit amounting to
$13,684,789.  Further the Company does not have adequate cash and
cash equivalents as of Dec. 31, 2012, to cover projected operating
costs for the next 12 months.  As a result, the Company is
dependent upon further financing, related party loans, development
of revenue streams with shorter collection times and accelerating
collections on the Company's physician managed and hybrid revenue
streams.


THERMASYS CORP: Moody's Assigns 'B1' Rating to New $300MM Debt
--------------------------------------------------------------
Moody's Investors Service assigned ThermaSys Corporation (d.b.a.
API Heat Transfer) a first time Corporate Family Rating and
Probability of Default Rating of B2 and B2-PD, respectively.

Concurrently, Moody's assigned a B1 rating to the company's
proposed $300 million first lien credit facility, which
incorporates a $265 million term loan and $35 million revolver.

The B1 rating on the first lien facilities, one notch above the
CFR, reflects its seniority position in the capital structure
relative to the company's $130 million of unrated mezzanine notes.
The rating outlook is stable.

The company was formed following the combination of two legacy
entities: API Group Holdings, LLC and ThermaSys Group Holding.
Proceeds from the issuance are expected to be used to refinance
existing debt, pay a dividend of approximately $81 million to
shareholders, and cover transaction related fees and expenses.

The following ratings have been assigned (subject to the review of
final documentation):

  B2 Corporate Family Rating;

  B2-PD Probability of Default Rating;

  B1 (LGD3, 34%) to the proposed $265 million first lien term loan
  due 2019; and

  B1 (LGD3, 34%) to the proposed $35 million first lien revolver
  due 2018.

The outlook is stable

Ratings Rationale

The B2 corporate family rating reflects API's limited operating
history as a combined entity, small size relative to the rated
manufacturer universe, cyclicality, and relatively high leverage.
At the same time, the rating also considers API's broad product
portfolio of heat exchanger offerings, as well as its global
production capabilities and associated good geographic revenue
diversification profile. API maintains a solid market position in
the highly fragmented global heat exchanger market, which is
strengthened by some notable barriers to entry including
technological know-how and long-standing customer relationships.
Although API has limited patent protection on most of its
products, the company works alongside customers during the design
phase and ultimately owns the customized product design at
completion. Moody's expects API's liquidity to be solid during the
next twelve months stemming from positive free cash flow
generation and access to its revolving credit facility.

Moody's recognizes the company's initial leverage is high, with
pro-forma debt-to-EBITDA (Moody's adjusted) exceeding 6.0 times;
however, the high leverage is counterbalanced by API's solid
interest coverage and relatively low maintenance capital
expenditures.

The stable outlook assumes API will complete any remaining
integration activities without any major disruptions, generate
positive free cash flow, and use much of that cash flow for debt
repayment during the next twelve months such that leverage
improves to below 6.0 times at FYE13.

The ratings could be upgraded if the company demonstrates a longer
track record as a combined entity, can generate solid free cash
flow and improve credit metrics such that leverage is sustained
below 4.5 times.

The ratings could be downgraded if the company's operating
performance deteriorates as a result of margin or revenue weakness
or if the company generates negative free cash flow. More
specifically, if debt-to-EBITDA were to approach 7.0 times the
ratings could be downgraded. In addition, if the company were to
lever up for an acquisition or another dividend the ratings could
be downgraded.

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

ThermaSys Corporation (d.b.a. API Heat Transfer), headquartered in
Buffalo, NY, is a designer and manufacturer of industrial heat
exchangers. The company was formed following the combination of
two legacy entities: API Group Holdings, LLC and ThermaSys Group
Holding. API offers a broad range of heat transfer products
through its six business units; Airtech, Basco, Covrad GT,
Schmidt-Bretten, Thermal Transfer Products, and ThermaSys Tubing.
ThermaSys Corporation is a wholly-owned subsidiary of ThermaSys
Finance Company (the Parent), which is majority owned by private
equity sponsor Wellspring Capital Partners. On a pro-forma basis,
assuming the legacy entities had been merged since the beginning
of 2012, API Heat Transfer generated revenues of nearly $420
million for the twelve months ended December 31, 2012.


TIGER MEDIA: Reports $8.7 Million Net Profit in 2012
----------------------------------------------------
Tiger Media, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing net profit of
$8.75 million on $0 of advertising service revenues for the year
ended Dec. 31, 2012, as compared with a net loss of $13.45 million
on $0 of advertising service revenues for the year ended Dec. 31,
2011.  Profit was generated on account of a $9.43 million profit
from discontinued operations, specifically from a gain on disposal
of subsidiaries.

Tiger Media's balance sheet at Dec. 31, 2012, showed $7.54 million
in total assets, $1.07 million in total liabilities and
$6.47 million in total shareholders' equity.

Peter W. H. Tan, chief executive officer of Tiger Media, remarked,
"We have been able to realize significant progress in the
evolution of our business during 2012 and into 2013, transitioning
from our legacy operations to strategic transactions with high
profile partners.  These new concessions possess higher margins,
longer terms and greater strategic value.  In addition, we have
several other strategic concessions and transactions in progress
that will create additional long-term revenue opportunities,
strengthen and diversify our offerings in China's media sector,
deepen our national presence and further enhance shareholder
value.  We have eliminated nearly all of our remaining earn-out
liabilities and we are debt free with sufficient liquidity to
build and expand our concessions.  Furthermore, as a result of the
Company's improved financial reporting systems we were able to
achieve a timely filing of our annual results on Form 20-F prior
to the April 30, 2013 deadline."

Marcum Bernstein & Pinchuk LLP, in New York, did not issue a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.

Marcum Bernstein expressed substantial doubt about the Company's
ability to continue as a going concern on the company's
consolidated financial statements for the year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered recurring losses and has a working capital deficiency of
roughly $31,000,000 at Dec. 31, 2011, which raises substantial
doubt about its ability to continue as a going concern.

A copy of the Form 20-F is available for free at:

                        http://is.gd/wmyM92

                         About Tiger Media

Tiger Media -- http://www.tigermedia.com-- is a multi-platform
media company based in Shanghai, China.  Tiger Media operates a
network of high-impact LCD media screens located in the central
business district areas in Shanghai.  Tiger Media's core LCD media
platforms are complemented by other digital media formats that it
is developing including transit advertising and traditional
billboards, which together enable it to provide multi-platform,
"cross-over" services for its local, national and international
advertising clients.

                            *    *    *

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


TRANS ENERGY: Presented at IPAA'S OGIS New York Conference
----------------------------------------------------------
Trans Energy, Inc., said that Chairman Steve Lucado and President
John Corp presented on April 15, 2013, at IPAA's 19th Annual Oil &
Gas Investment Symposium (OGIS New York) being held at the
Sheraton Times Square Hotel located in New York, New York.

The presentation focused on the Company's development efforts in
the Marcellus Shale, specifically in Marion, Marshall, Tyler and
Wetzel counties in Northern West Virginia.  The presentation
covered the following topics:

   *  General information about Trans Energy, Inc.
   *  Discussion of drilling results
   *  Production history and future drilling plans
   *  Wet gas economics
   *  SEC Reserves
   *  Debt financing - Credit Agreement
   *  Other information

A copy of the slides used during the presentation is available at:

                       http://is.gd/wkfEzQ

                        About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed $73.78
million in total assets, $50.52 million in total liabilities and
$23.26 million in total stockholders' equity.


TRANS ENERGY: Amends Q2 and Q3 2012 Quarterly Reports
-----------------------------------------------------
Trans Energy, Inc., has amended its quarterly reports for the
period ended June 30, 2012, and Sept. 30, 2012.

The Company has determined that its previously reported results
for the period ended June 30, 2012, erroneously included the cash
consideration which represents the fair value of certain puttable
warrant on the issuance date in additional paid in capital rather
than a derivative warrant liability.  Additionally, the warrant
liability was not recorded at fair value as of June 30, 2012, with
changes in that fair value being recorded through other income on
the Company's Unaudited Consolidated Statement of Operations.

The Unaudited Consolidated Balance Sheets as of June 30, 2012,
have been restated to remove the $2 million in cash consideration
from APIC and reported a derivative warrant liability of $1.2
million which represents its fair value as of the reporting date.
The Unaudited Consolidated Statements of Operations have been
restated to include the effect of the $0.8 million of change in
the fair value of the derivative warrant liability.

The Company reported a net loss of $1.87 million on $2.46 million
of revenue for the three months ended June 30, 2012, as compared
to a net loss of $2.71 million on $2.46 million of revenue as
originally reported.

A copy of the Amended Q2 Form 10-Q is available for free at:

                        http://is.gd/VYUkbI

The Company has determined that its previously reported results
for the period ended Sept. 30, 2012, erroneously included the cash
consideration which represents the fair value of certain puttable
warrant on the issuance date in additional paid in capital rather
than a derivative warrant liability.  Additionally, the warrant
liability was not recorded at fair value as of Sept. 30, 2012,
with changes in such fair value being recorded through other
income (expenses) on the Company's Unaudited Consolidated
Statement of Operations.

The Unaudited Consolidated Balance Sheets as of Sept. 30, 2012,
have been restated to remove the $2 million in cash consideration
from APIC and reported a derivative warrant liability of $1.2
million which represents its fair value as of the reporting date.
The Unaudited Consolidated Statements of Operations for the three
months and nine months ended Sept. 30, 2012, have been restated to
include a loss of $63,000 and a gain of $800,000, respectively,
which represents the effect of change in the fair value of the
derivative warrant liability.

The Company reported a net loss of $3.56 million on $653,696 of
revenue for the three months ended Sept. 30, 2012, as compared
with a net loss of $3.50 million on $653,696 of revenue as
originally disclosed.

The Company's restated balance sheet at Sept. 30, 2012, showed
$73.78 million in total assets, $51.74 million in total
liabilities and $22.04 million in total stockholders' equity.
The Company previously reported $73.78 million in total assets,
$50.52 million in total liabilities and $23.26 million in total
stockholders' equity.

A copy of the Q3 Form 10-Q, as amended, is available at:

                         http://is.gd/HP27D4

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed $73.78
million in total assets, $50.52 million in total liabilities and
$23.26 million in total stockholders' equity.


UNDERGROUND ENERGY: Fails to File 2012 Audited Financials
---------------------------------------------------------
Underground Energy Corporation on April 24 disclosed that the
Company will not be able to file its annual audited financial
statements, management's discussion and analysis and CEO and CFO
certificates by the filing deadline of April 30, 2013 as
prescribed by National Instrument 51-102 - Continuous Disclosure
Obligations.  This is due to a current lack of funds to remunerate
the Corporation's auditors. Underground's wholly-owned operating
subsidiary, Underground Energy, Inc., voluntarily filed for
Chapter 11 creditor protection in the U.S. Federal Court on March
4, 2013.

John Bean, Underground's Chief Financial Officer explained, "We
anticipate that our wholly-owned subsidiary will be successful
with a number of motions before the U.S. Bankruptcy Court in early
May as part of its Chapter 11 protection.  If so, the effect of
those motions will be to provide Underground with the necessary
financial resources required to complete and file the 2012 Annual
Audited Financial Statements by the end of June 2013."

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

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

               About Underground Energy Corporation

Underground Energy Corporation -- http://www.ugenergy.com-- is
focused on developing its Zaca Field Extension Project in Santa
Barbara County, California.  In total, Underground currently holds
mineral rights on approximately 63,000 net acres of prospective
lands in California and Nevada with an initial focus on the
Monterey Shale in California.


UNI-PIXEL INC: Sets Q1 2013 Conference Call for April 30
--------------------------------------------------------
UniPixel, Inc., will hold a conference call on Tuesday, April 30,
2013, at 4:30 p.m. Eastern Time, to discuss the first quarter
ended March 31, 2013.  Financial results will be issued in a press
release prior to the call.

UniPixel President and CEO Reed Killion and CFO Jeff Tomz will
host the presentation, followed by a question and answer period.

Date: Tuesday, April 30, 2013
Time: 4:30 p.m. Eastern time (3:30 p.m. Central time)
Dial-In number: 1-480-629-9808
Conference ID#: 4614874
Webcast: http://public.viavid.com/index.php?id=104380

The conference call will be broadcast live and available for
replay via the Investors section of the Company's Web site at
http://www.unipixel.com/

Please call the conference telephone number 5-10 minutes prior to
the start time.  An operator will register your name and
organization.  If you have any difficulty connecting with the
conference call, please contact Liolios Group at 1-949-574-3860.

A replay of the call will be available after 7:30 p.m. Eastern
time on the same day through May 30, 2013.

Replay number: 1-858-384-5517
Replay pin#: 4614874

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.   The Company's
balance sheet at Dec. 31, 2012, showed $14.71 million in total
assets, $348,683 in total liabilities and $14.36 million in total
shareholders' equity.


UNI-PIXEL INC: Priced $38.2MM Public Offering of Common Stock
-------------------------------------------------------------
Uni-Pixel, Inc., has priced an underwritten public offering of
1,195,000 shares of its common stock.  Each share of common stock
sold in this offering will be sold to the public for $32.00 per
share.  In addition, the Company has granted the underwriters a
30-day option to purchase up to an additional 179,250 shares of
common stock from the Company to cover over-allotments, if any.

The offering will result in net proceeds of $35.8 million to Uni-
Pixel, after deducting the underwriters' discounts and other
estimated offering expenses payable by the Company.  Uni-Pixel
intends to use the proceeds from the offering for working capital
and general corporate purposes.  The Company expects to close the
transaction, subject to customary conditions, on or about
April 23, 2013.

Cowen and Company, LLC, and Craig-Hallum Capital Group LLC are
acting as joint book-running managers for the intended offering.

A shelf registration statement (File No. 333-181656) relating to
these securities was previously filed with, and declared effective
by, the U.S. Securities and Exchange Commission.  A preliminary
prospectus supplement related to the offering was filed with the
U.S. Securities and Exchange Commission on April 17, 2013.  A
final prospectus supplement describing the terms of the offering
will be filed with the U.S. Securities and Exchange Commission and
will form a part of the effective registration statement. Copies
of the final prospectus supplement and accompanying prospectus
relating to the offering may be obtained, when available, by
contacting Cowen and Company, LLC c/o Broadridge Financial
Services, 1155 Long Island Avenue, Edgewood, NY,11717, Attn:
Prospectus Department, Phone: 631-274-2806, Fax: 631-254-7140; or
from Craig-Hallum Capital Group LLC, 222 South Ninth Street, Suite
350, Minneapolis, MN 55402, by calling 612-334-6300, or by
emailing bart.federak@craig-hallum.com.  An electronic copy of the
final prospectus supplement and accompanying prospectus relating
to the offering will be available on the website of the U.S.
Securities and Exchange Commission at www.sec.gov.

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.   The Company's
balance sheet at Dec. 31, 2012, showed $14.71 million in total
assets, $348,683 in total liabilities and $14.36 million in total
shareholders' equity.


UNILAVA CORP: Amends 2012 Annual Report to Add Exhibit
------------------------------------------------------
Unilava Corporation has amended its annual report on Form 10-K for
the year ended Dec. 31, 2012, which was originally filed with the
Securities and Exchange Commission on April 16, 2013, for the sole
purpose of furnishing the Interactive Data File as Exhibit 101 in
accordance with Rule 405 of Regulation S-T.

Exhibit 101 furnishes the following items from the Form 10-K
formatted in eXtensible Business Reporting Language (XBRL):

   (i) the audited Consolidated Balance Sheets as of Dec. 31,
       2012, and 2011;

  (ii) the audited Consolidated Statements of Operations for the
       years ended Dec. 31, 2012, and 2011;

(iii) the audited Consolidated Statements of Stockholder's
       Deficit for the years ended Dec. 31, 2012, and 2011;

  (iv) the audited Consolidated Statements of Cash Flows for the
       years ended Dec. 31, 2012, and 2011; and

   (v) the audited Notes to Condensed Consolidated Financial
       Statements for the years ended Dec. 31, 2012, and 2011.

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

                       http://is.gd/jLY8lK

                     About Unilava Corporation

Unilava Corporation (OTC BB: UNLA) -- http://www.unilava.com/--
is a diversified communications holding company incorporated under
the laws of the State of Wyoming in 2009.  Unilava and its
subsidiary brands provide a variety of communications services,
products, and equipment that address the needs of corporations,
small businesses and consumers.  The Company is licensed to
provide long distance services in 41 states throughout the U.S.
and local phone services across 11 states.  Through its carrier-
grade microwave wireless broadband infrastructure and broadband
Internet access partners, the Company also offers mobile and high-
definition IP-hosted voice services to residential customers and
corporate clients.  Additionally, Unilava delivers a comprehensive
and integrated suite of fee-based online and mobile advertising
and web services to a broad array of business enterprises.
Headquartered in San Francisco, the Company has regional offices
in Chicago, Seoul, Hong Kong, and Beijing.

Unilava reported a net loss of $1.58 million in 2012, as compared
with a net loss of $2.98 million in 2011.  The Company's balance
sheet at Dec. 31, 2012, showed $2.66 million in total assets,
$8.20 million in total liabilities and a $5.54 million total
stockholders' deficit.

Shelley International CPA, in Mesa, AZ, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered losses from operations, which raises
substantial doubt about its ability to continue as a going
concern.

The Company reported a net loss of $2.98 million in 2011, compared
with a net loss of $1 million in 2010.


US AIRWAYS: S&P Rates $199.518MM Class B Pass-Through Certs 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BBB
(sf)' rating to US Airways Inc.'s $620.095 million 2013-1 Class A
pass-through certificates, with an expected maturity of May 15,
2027.  At the same time, S&P assigned its 'B+ (sf)' rating to the
$199.518 million Class B pass-through certificates, with an
expected maturity of May 15, 2023.  The final legal maturities
will be 18 months after the expected maturity.  The issues are
drawdowns under a Rule 415 shelf registration.  S&P issued
preliminary ratings on the certificates April 10, 2013.

"We base the ratings on US Airways' credit quality, substantial
collateral coverage by good quality aircraft, and on legal and
structural protections available to the pass-through
certificates," said Standard & Poor's credit analyst Betsy Snyder.
The company will use the proceeds of the offering to finance 14
A321-200 aircraft and four A330-200 aircraft to be delivered from
September 2013 through May 2014.  Each aircraft's secured notes
are cross-collateralized and cross-defaulted, a provision that S&P
believes increases the likelihood that US Airways would affirm the
notes (and thus continue to pay on the certificates) in
bankruptcy.

The pass-through certificates are a form of enhanced equipment
trust certificates (EETC), and they benefit from legal protections
afforded under Section 1110 of the federal bankruptcy code and by
a liquidity facility provided by Natixis S.A., through its New
York branch (A/Negative/A-1).  The liquidity facility is intended
to cover up to three semiannual interest payments, a period during
which collateral could be repossessed and remarketed by
certificateholders following any default by the airline, or to
maintain continuity of interest payments as certificateholders
negotiate with US Airways in a bankruptcy with regard to
certificates.

The ratings apply to a unit consisting of certificates
representing the trust property and escrow receipts, initially
representing interests in deposits (the proceeds of the
offerings).  A depositary bank, also Natixis S.A., through its New
York branch, holds the escrow deposits pending paying off existing
debt on the planes (which should be accomplished by May 2014).
Amounts deposited under the escrow agreements are not property of
US Airways and are not entitled to the benefits of Section 1110 of
the U.S. Bankruptcy Code, and any default arising under an
indenture solely by reason of the cross-default in such indenture
may not be of a type required to be cured under Section 1110.  Any
cash collateral held as a result of the cross-collateralization of
the equipment notes also would not be entitled to the benefits of
Section 1110.  Neither the certificates nor the escrow receipts
may be separately assigned or transferred.

S&P believes that US Airways views these planes as important and
would, given the cross-collateralization and cross-default
provisions, likely affirm the aircraft notes in a bankruptcy
scenario.  In contrast to most EETCs issued before 2009, the
cross-default would take effect immediately in a bankruptcy if US
Airways rejected any of the aircraft notes.  This should prevent
US Airways from selectively affirming some aircraft notes and
rejecting others (cherry-picking), which often harms the interests
of certificateholders in a bankruptcy.

S&P considers the collateral pool of A321-200s and A330-200s to be
of good quality.  The A321-200 is the largest version of Airbus'
popular A320 narrowbody family of planes.  The A321-200 has not
been as successful as the A320 or smaller A319, but nonetheless is
operated by 67 airlines worldwide, many more than Boeing's
competing B737-900ER (although the latter is a newer model and
thus has had less time to attract orders).  Airbus has announced
that it will offer a more fuel-efficient new engine option (NEO)
on its narrowbody planes starting in 2016.  Orders to date
indicate that this will be a popular option.  If widely adopted,
sale of NEO planes could depress somewhat residual values of
existing-technology Airbus narrowbody planes.  However, this
effect is most likely for older planes in the A320 family (e.g.
those delivered in the 1990s), rather than the A321-200s in the
2013-1 collateral pool.

The second-largest proportion of aircraft securing the
certificates is A330-200s, a small, long-range widebody plane.
This model, which incorporates newer technology than Boeing's
competing B767-300ER, has been successful, and is operated by 65
airlines worldwide.  It will face more serious competition when
large numbers of Boeing's long-delayed B787 are delivered.

The initial loan-to-value of the Class A certificates is
54.3 percent and of the Class B certificates 72.1%, using the
appraised base values and depreciation assumptions in the offering
memorandum.  However, S&P focused on more conservative
maintenance-adjusted appraised values (not disclosed in the
offering memorandum).  S&P also uses more conservative
depreciation assumptions for all of the planes than those in the
prospectus.  S&P assumed that, absent cyclical fluctuations,
values of the A321-200s and A330-200s would decline by 6.5 percent
of the preceding year's value per year.  Using these values and
assumptions, the Class A initial loan-to-value is higher,
55.3 percent, and rises to above 59 percent at its highest point
before declining gradually.  The Class B initial loan-to-value,
using S&P's assumptions, is about 73.1 percent and peaks at close
to 79 percent before declining.  S&P's analysis also considered
that a full draw of the liquidity facility, plus interest on those
draws represents a claim senior to the certificates.  This amount
is in line (as a percent of asset value) with EETCs issued over
the past few years by other U.S. airlines, and in line with US
Airways' 2012-2 EETCs.  Initially, a full draw with interest is
equivalent to about 5.3 percent of asset value, using S&P's
assumptions.  The transaction is structured so that US Airways
could later issue Class C certificates without a liquidity
facility.  In the past, airlines--including US Airways--have
structured follow-on certificates of this kind in such a way as to
not affect the rating on outstanding senior certificates.

S&P's ratings on US Airways Group Inc. reflect its substantial
debt and lease burden and participation in the high-risk U.S.
airline industry.  The ratings also incorporate benefits from the
company's operating costs, which are lower than those of other
legacy airlines.  Tempe, Ariz.-based US Airways is the fifth-
largest U.S. airline, carrying about 9% of industry traffic.  S&P
characterizes the company's business profile as "weak," its
financial profile as "highly leveraged," and its liquidity as
"adequate" under its criteria.  On Feb. 14, 2013, US Airways and
AMR Corp. (parent of American Airlines Inc.) announced a merger
agreement.  S&P will evaluate the merger (which is subject to
regulatory review and other conditions) and how it fits into AMR's
plan to emerge from bankruptcy, and S&P could place the US Airways
ratings on CreditWatch with positive implications if S&P believes
it is likely it would rate the merger entity 'B' (S&P do not
foresee a likelihood of a higher rating, nor do it believes it
likely that it would lower the corporate credit rating).

The timing of any CreditWatch placement or rating change would
depend on both availability of information needed to judge merger
effects and greater clarity.

RATINGS LIST

US Airways Inc.
US Airways Group Inc.
Corporate credit rating                   B-/Positive/--

New Ratings Assigned

US Airways Inc.
Series 2013-1 Class A pass-thru certs     BBB (sf)
Series 2013-1 Class B pass-thru certs     B+ (sf)


W.R. GRACE: Reports $52.9-Mil. Net Income in First Quarter
----------------------------------------------------------
W. R. Grace & Co. on April 24 announced first quarter net income
of $52.9 million, or $0.69 per diluted share.  Net income for the
prior-year quarter was $60.9 million, or $0.80 per diluted share.
Adjusted EPS was $0.81 per diluted share compared with $0.88 per
diluted share in the prior-year quarter.

"Sales and earnings were below our expectations," said Fred Festa,
Grace's Chairman and Chief Executive Officer.  "Customer
operational issues and delayed orders in Catalysts Technologies
led to weaker results than we expected.  While the economic
environment is more challenging than we planned, our productivity
focus and operating flexibility enabled us to maintain our
operating margin and deliver strong year-over-year earnings growth
in Materials Technologies and Construction Products."

First Quarter Results

First quarter net sales of $709.9 million decreased 5.9 percent
compared with the prior-year quarter.  The decrease was due to
lower pricing (-5.0 percent) and unfavorable currency translation
(-0.9 percent), as sales volumes were unchanged.

Gross profit of $263.8 million decreased 4.8 percent compared with
the prior-year quarter primarily due to lower sales.  Gross margin
increased 50 basis points to 37.2 percent compared with the prior-
year quarter.

Adjusted EBIT of $104.9 million decreased 5.8 percent compared
with $111.3 million in the prior-year quarter.  The decrease
primarily was due to lower sales, which offset lower manufacturing
costs and reduced operating expenses.  Adjusted EBIT margin of
14.8 percent was unchanged from the prior-year quarter.

The Venezuelan government changed the official exchange rate of
the bolivar to the U.S. dollar from 4.3 to 6.3 during the first
quarter.  As a result, Grace recorded a currency transaction loss
of $8.5 million, of which $1.6 million is included in Adjusted
EBIT.

Adjusted EBIT Return On Invested Capital was 34.8 percent on a
trailing four-quarter basis, a decrease of 10 basis points from
the prior-year quarter.

Grace Catalysts Technologies

Sales down 14.7 percent; segment operating income down 21.9
percent

First quarter sales for the Catalysts Technologies operating
segment, which includes specialty catalysts and additives for
refinery, plastics and other chemical process applications, were
$266.5 million, a decrease of 14.7 percent compared with the
prior-year quarter.  The decrease primarily was due to lower
pricing (-14.1 percent), lower sales volumes (-0.4 percent) and
unfavorable currency translation (-0.2 percent).  The decrease in
pricing was predominantly attributable to lower rare earth
surcharges.

Segment gross margin was 40.3 percent compared with 42.0 percent
in the prior-year quarter.  The decrease in gross margin primarily
was due to lower sales and the effect of lower rare earth unit
costs and volumes on capitalized inventory values.

Segment operating income was $77.2 million compared with $98.9
million in the prior-year quarter, a 21.9 percent decrease
primarily due to lower sales and gross margin.  Income was down
more than $15 million from plan.  Approximately $7 million in
lower earnings were attributable to the loss of sales at four
large customers due to their operational issues or inventory
reductions.  Approximately $5 million in lower earnings were due
to a delay of expected sales at five large customers, primarily at
the company's ART joint venture.

Grace Materials Technologies

Sales up 0.5 percent; segment operating income up 22.7 percent

First quarter sales for the Materials Technologies operating
segment, which includes engineered materials for consumer,
industrial, coatings and pharmaceutical applications and packaging
technologies, were $214.9 million, an increase of 0.5 percent
compared with the prior-year quarter.  The increase was due to
improved pricing (+1.8 percent), which offset unfavorable currency
translation (-1.2 percent) and lower sales volumes (-0.1 percent).

Engineered materials sales volumes and prices grew 4 percent due
to higher sales and improved product mix in Asia and higher sales
in North America.  Packaging sales volumes and prices increased 1
percent with growth in Asia largely offset by weaker sales in
Western Europe.

Sales in emerging regions, which represented 41 percent of sales,
increased 8 percent.  Sales in Western Europe, which represented
32 percent of sales, decreased 4 percent.

Segment gross margin was 35.1 percent, an increase of 330 basis
points compared with the prior-year quarter.  The increase in
gross margin primarily reflected lower manufacturing costs and
improved pricing.

Segment operating income was $44.3 million compared with $36.1
million in the prior-year quarter, a 22.7 percent increase
primarily due to higher gross margin.  Segment operating margin
was 20.6 percent, an increase of 370 basis points compared with
the prior-year quarter.

Grace Construction Products

Sales up 0.1 percent; segment operating income up 11.2 percent

First quarter sales for the Construction Products operating
segment, which includes Specialty Construction Chemicals (SCC)
products and Specialty Building Materials (SBM) products used in
commercial, infrastructure and residential construction, were
$228.5 million compared with $228.3 million in the prior-year
quarter.  The sales increase was due to improved pricing (+1.2
percent) and higher sales volumes (+0.5 percent), which more than
offset unfavorable currency translation (-1.6 percent).  Last
year's third quarter acquisition of Rheoset Industria contributed
$7.0 million to sales.

Sales in the emerging regions, which represented 37 percent of
sales, increased 12 percent primarily due to strong sales
performance of SCC products in Latin America.  Sales in North
America, which represented approximately 40 percent of sales,
decreased 2 percent as weaker sales of SBM products offset 4
percent growth of SCC products.  Western Europe, which represented
approximately 14 percent of sales, declined 14 percent compared
with the prior-year quarter.

Segment gross margin of 35.5 percent improved 130 basis points
compared with the prior-year quarter.  The increase in gross
margin primarily was due to improved pricing and lower operating
costs.

Segment operating income was $22.8 million compared with $20.5
million for the prior-year quarter, an 11.2 percent increase
primarily due to improved gross margin and lower expenses.
Segment operating margin improved to 10.0 percent compared with
9.0 percent in the prior-year quarter.

Other Expenses

Total corporate expenses were $20.8 million for the first quarter,
a decrease of 18.1% compared with the prior-year quarter, largely
due to restructuring and other cost reduction actions in the prior
year.

Defined benefit pension expense for the first quarter was $18.6
million compared with $18.8 million for the prior-year quarter.
In March 2013, the company made an accelerated contribution of $50
million to its U.S. defined benefit pension plans.

Interest expense was $10.5 million for the first quarter compared
with $11.3 million for the prior-year quarter.  The annualized
weighted average interest rate on pre-petition obligations for the
first quarter was 3.5 percent.

Income Taxes

Income taxes were recorded at a global effective tax rate of
approximately 34 percent before considering the effects of certain
non-deductible Chapter 11 expenses, changes in uncertain tax
positions and other discrete adjustments.

Grace generally has not had to pay U.S. Federal income taxes in
cash in recent years since available tax deductions and credits
have fully offset U.S. taxable income.  Income taxes in foreign
jurisdictions are generally paid in cash.  Grace expects to
generate significant U.S. Federal net operating losses upon
emergence from bankruptcy. Income taxes paid in cash, net of
refunds, were $11.6 million during the first quarter, or
approximately 14 percent of income before income taxes.

Cash Flow

Net cash provided by operating activities in the first quarter was
$51.1 million compared with net cash used for operating activities
of $18.4 million in the prior-year quarter.  The increase in cash
flow resulted from lower pension payments and improvements in net
working capital.

Adjusted Free Cash Flow was $66.4 million for the first quarter
compared with $32.5 million in the prior-year period.  The year-
over-year increase primarily was due to improvements in net
working capital.

2013 Outlook

As of April 24, 2013, Grace expects 2013 Adjusted EBIT to be in
the range of $540 million to $560 million, an increase of 4 to 8
percent compared with 2012 Adjusted EBIT of $517.4 million.  The
company expects 2013 Adjusted EBITDA to be in the range of $665
million to $685 million.

Chapter 11 Proceedings

On April 2, 2001, Grace and 61 of its United States subsidiaries
and affiliates, including its primary U.S. operating subsidiary,
W. R. Grace & Co.-Conn., filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware in order to resolve Grace's asbestos-related liabilities.

On January 31, 2011, the Bankruptcy Court issued an order
confirming Grace's Joint Plan.  On January 31, 2012, the United
States District Court issued an order affirming the Joint Plan,
which was reaffirmed on June 11, 2012, following a motion for
reconsideration.  Five parties have appeals pending before the
U.S. Court of Appeals for the Third Circuit.  Oral arguments are
scheduled to be heard by a Third Circuit panel of judges on June
17, 2013.

The timing of Grace's emergence from Chapter 11 will depend on a
favorable ruling by the Third Circuit court and the satisfaction
or waiver of the remaining conditions set forth in the Joint Plan.
The Joint Plan sets forth how all pre-petition claims and demands
against Grace will be resolved.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Bonuses Approved, Appeal Heard June 17
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that W.R. Grace & Co., still in Chapter 11 reorganization
after 12 years, received court approval for bonuses costing
$18.9 million if targets are met.  For executives, the bonuses
will be paid in stock.  There were no objections.  The company has
won court approval to pay bonuses every year since the bankruptcy
filing in April 2001 to deal with asbestos claims.

The report notes that the company may soon be in a position to
exit bankruptcy.  The bank lenders' appeal of confirmation orders
will be argued next month in the U.S. Court of Appeals in
Philadelphia.  The plan, which was confirmed by the bankruptcy and
district courts, can't be implemented because pre-bankruptcy
secured bank lenders filed an appeal.  Arguments will be held on
June 17 in the U.S. Court of Appeals in Philadelphia.

The banks argue on appeal that they are entitled to $185 million
in interest on their claims because shareholders are retaining
stock worth $4.9 billion. Banks filing the appeal include Bank of
America NA, Barclays Bank Plc and JPMorgan Chase Bank NA.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


WINSTAR COMMS: Court Grants Class Certification in Securities Suit
------------------------------------------------------------------
District Judge George B. Daniels certified a class in IN RE
WINSTAR COMMUNICATIONS SECURITIES LITIGATION, No. 01 Civ. 3014
(GBD), (S.D.N.Y.).

Lead Plaintiffs BIM Intermobiliare SGR, Robert Ahearn, and DRYE
Custom Pallets allege that the accounting firm Grant Thornton
committed securities fraud in violation of Section 10(b) of the
Securities Exchange Act of 1934 and Rule 10b-5 promulgated
thereunder, and made false and misleading statements in an audit
opinion letter included in Winstar's 1999 Form 10-K filing.

Lead Plaintiffs sought certification of a class of "all persons
and entities that purchased the common stock or publically traded
bonds of Winstar . . . during the period from March 10, 2000 until
April 2, 2001."

Judge Daniels granted the Lead Plaintiffs' motion, to the extent
that the Court certifies a class with these sub-class definitions:

   I. All persons and entities that purchased the common stock of
      Winstar from March 10, 2000 until April 2, 2001 (inclusive)
      and were damaged thereby;

  II. All persons and entities that purchased Winstar U.S.
      dollar-denominated 12-1/2% bonds due April 2008 (CUSIP
      975515BD8), 12-3/4% bonds due April 2010 (CUSLP 975515AY3),
      and 14-3/4% bonds due April 2010 (CUSIP 975515AZO) from
      October 16, 2000 until April 2, 2001 (inclusive) and were
      damaged thereby.

The certified class is led by Lead Plaintiffs BIM, Ahearn, and
DRYE.

Judge Daniels said the Plaintiffs have class standing to represent
both stock and bond purchasers.

A copy of the District Court's April 17, 2013 Memorandum Decision
and Order is available at http://is.gd/LYa8wDfrom Leagle.com.

                           About Winstar

Based in New York, Winstar Communications, Inc., provided
broadband services to business customers.  The company and its
debtor-affiliates filed for chapter 11 protection on April 18,
2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462).  As
part of their chapter 11 restructuring strategy, the Debtors sold
their domestic telecom assets to IDT Winstar Acquisition, Inc.
IDT later sold the Winstar Assets to GVC Networks, LLC, resulting
in the creation of GVCwinstar, a wholly owned subsidiary of GVC
Networks.

On Jan. 24, 2002, the Bankruptcy Court converted the Debtors'
cases to a Chapter 7 liquidation proceeding.  Christine C. Shubert
serves as the Debtors' Chapter 7 trustee.  The Chapter 7
trustee is represented by Fox Rothschild LLP and Kaye Scholer LLP.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.

In early 2009, the U.S. Court of Appeals for the Third Circuit
affirmed a ruling that required an Alcatel-Lucent SA unit to
return to the Chapter 7 trustee a $188.2 million loan payment it
accepted in 2000.  As a business partner to the telecommunications
company, Lucent Technologies Inc. was an "insider" under U.S.
bankruptcy law and owes Winstar's trustee the money, the appeals
court said.


* Fitch Says Improved U.S. Bank 1Q Results Hard to Sustain
----------------------------------------------------------
Earnings for U.S. banks generally improved during the first
quarter although these levels will be difficult to sustain over
the remainder of 2013, according to Fitch Ratings quarterly
banking report. The first quarter is generally the strongest
period, and the industry still faces unpredictability on capital
markets revenues and earnings.

Revenues broadly fell for the large U.S. banks that have reported
to date, although reported net income improved on a linked-quarter
basis for many banks. Lower provision expenses and a concerted
effort to control expense growth offset lackluster top-line
performance. As expected, a decline in mortgage refinancing
activities helped bank earnings. Fitch expects mortgage revenues
to decline industry wide in 2013 given lower refinancing
activities.

For the top five U.S. banks, aggregate revenues in capital markets
were 7% below a strong first quarter 2012 (1Q'12) and 36% above
the seasonally weaker 4Q'12 level. Capital markets remained a key
contributor to overall revenues for the top five at 35% of
consolidated revenues, with fixed income and currency and
commodities activity the largest segments. Fitch notes capital
market revenues are inherently volatile from quarter to quarter
and susceptible to sharp declines in the event of difficult
markets.

Despite ongoing nonaccrual trend improvement, Fitch remains
cautious regarding the large balance of accruing troubled debt
restructurings (TDRs) on the bank's books, which are included in
nonperforming assets per Fitch's calculations. Fitch also notes
legal and regulatory costs remain elevated with the ultimate
visibility into lifetime losses still limited.

In February 2013, Fitch completed a peer review of 16 mid-tier
regionals banks. Fitch's mid-tier regional group comprises banks
with total assets ranging from $10 billion to $36 billion. The
Issuer Default Ratings (IDRs) for this group are relatively
dispersed with a low of 'BB' and a high of 'A+'. Also in February,
Fitch affirmed the ratings of the four institutions included in
this review: Bank of New York, State Street Corporation, Northern
Trust, and Brown Brothers Harriman.


* Moody's Notes Weak Protection for Private Equity Sponsors
-----------------------------------------------------------
The 12 most-active private equity sponsors provide the weakest
covenant protections, on average, according to a study by Moody's
Investors Service of more than 200 high-yield bonds issued by
sponsored North American companies. These weaker covenants leave
creditors at greater risk of debt-funded dividend
recapitalizations and subordination that could see them take
losses in a default, the rating agency says in a new report.

"Of the 222 private equity-sponsored bonds we looked at, those
issued by companies backed by the 12 most-active sponsors offered
investors significantly less protection than those backed by less-
active sponsors," says Matthew Musicaro, Associate Analyst and
author of the report, "12 Most-Active Private Equity Sponsors
Provide Weak Covenant Packages."

The bonds were drawn from Moody's High-Yield Covenant Database and
were issued between January 1, 2011 and February 28, 2013. The
database also includes covenant quality scores, which range from
1.0 for bonds that offer the strongest covenant protection, to 5.0
for those that offer the weakest protection.

The average covenant quality score of a bond backed by a top-12
sponsor was 3.75, Musicaro says, compared with 3.12 for bonds
backed by less-active sponsors. Notably, bonds from less-frequent
sponsors offered more covenant protection, on average, than bonds
not backed by a private equity sponsor, which have an average
score of 3.39. The 12 most-active private equity sponsors are
classified as such because they each have at least six bonds
issued by five distinct issuers in the covenant database and are
the largest equity holder in at least one of these deals.

Bonds backed by a top-12 sponsor had weaker covenant scores across
all six risk categories Moody's evaluates in its covenant
analysis, with the biggest disparity in structural subordination.
The average score for bonds backed by a top-12 sponsor was 3.32 in
this risk category, some 43% lower than the 2.31 average for bonds
without a top-12 sponsor.

"Heightened structural subordination and liens risk allow
companies backed by a top-12 sponsor to incur more bank debt,
which could reduce investor recoveries in a distressed scenario,"
Musicaro says. "Further, the combination of weak restricted
payments and debt covenants make companies with a top-12 sponsor
more susceptible to dividend recapitalizations, resulting in
higher leverage and risk for investors."

Moody's recently launched Covenant Quality Index showed
deteriorating overall covenant quality in North American bond
issuance in the second half of 2012, but the covenant quality of
bonds backed by the 12 most-active private equity sponsors
deteriorated more in the fourth quarter than that of bonds without
a sponsor, falling to a two-year low of 3.95, from 3.61 in the
prior quarter. Most noteworthy, of bonds backed by top-12
sponsors, 73% received a "weakest" liens score and the average
liens score declined to 4.34 in the fourth quarter, much weaker
than the historical averages of 55% and 3.80, respectively.


* Moody's Sees Big Growth Opportunity in US Cable Sector
--------------------------------------------------------
Business services represent the biggest growth opportunity for the
US cable industry, Moody's Investors Service says in a new report.
While the largest cable operators already have high penetration of
the small business market and are beginning to seek out mid-sized
opportunities, there is still plenty of room for smaller operators
to grow in the commercial market.

"With the maturation of the pay TV business and expected
moderation of residential broadband and voice, the commercial
segment represents the largest and fastest growth opportunity for
cable TV providers," says Senior Vice President Neil Begley in
"Industry Consolidation Ahead as Commercial Opportunity Calls."
"For some, commercial growth rates now range around 30% a year."

But cable providers need to have footprints that satisfy the
location needs of commercial customers, Begley says. Currently,
most cable footprints resemble jigsaw puzzles of efficiency
customized to serve residential customers, but are often less
efficient or not as large as those of their telecom competitors.
Nor are they as well suited to serve multi-location commercial
customers.

Moody's therefore expects increased consolidation in the cable
industry, as players seek expansion opportunities. "As growth in
the small business market moderates, some cable operators will
look to a new round of property swaps, mergers or transformative
acquisitions to go after mid-sized and large multi-location
regional businesses," Begley says. The only alternative is to
offer services jointly, which opens up many questions about
service, marketing, consistency, control and profit sharing. The
industry's history of joint ventures is poor.

In the next five to 10 years, three or four companies likely will
come to dominate the US cable industry, putting them in a better
position to compete with incumbent telecommunication companies for
commercial businesses. The cable market is dominated by Time
Warner Cable Inc. and Comcast Corp., and about eight mid-sized to
small players.

Mid-sized operators such as Cox Communications, Inc. and Charter
Communications Inc. stand to gain the most from consolidation.
They currently have low average footprint penetration, but
sizeable acquisitions could make them more competitive in the
business segment. Nevertheless, their credit quality would worsen
if they took on significant debt to make their purchases.

Given large operators' considerable scale they are more likely to
focus on swaps and portfolio rationalization as they pursue
commercial business opportunities, which would be mildly credit
positive, Begley says. Smaller operators in attractive markets, on
the other hand, may be acquired by larger, higher-rated peers,
positively affecting their ratings.


* Foreign Buyers Prop Up Deal Activity in U.S. Oil & Gas Sector
---------------------------------------------------------------
The acceleration of deals at the end of last year to get ahead of
the fiscal cliff and the seasonality of low first quarter deal
volume resulted in a decline of oil and gas merger and acquisition
(M&A) activity in the first three months of 2013 compared with
fourth quarter 2012, according to PwC US.  While private equity
(PE) activity moved to the sidelines, deal activity was propped up
by foreign buyers, who focused on the upstream sector, and
strategic investors who continued to look for opportunities in
shale plays.  These factors led to an increase in both deal volume
and value compared to the same time period in 2012.

For the three month period ending March 31, 2013, there were a
total of 39 oil and gas deals with values greater than $50
million, accounting for $27.0 billion in deal value, an increase
from the 34 deals worth $25.7 billion in the first quarter of
2012.  However, on a sequential basis, deal volume in the first
quarter of 2013 dropped 48 percent from the 75 deals in the fourth
quarter of 2012, with total deal value in the first three months
of the year declining 52 percent from $56.2 billion in the fourth
quarter of 2012.

"With the acceleration of deal activity in the final three months
of 2012 due to the looming fiscal cliff, in addition to the
seasonal slowdown of deal making during the first quarter, we had
anticipated this drop-off in M&A activity," said Rick Roberge,
principal in PwC's energy deals practice.  "Foreign buyers,
though, are still looking for opportunities to expand in U.S.
shale plays and are extremely active in upstream prospects -- and
they're willing to acquire those assets at a premium.  At the same
time, while private equity activity in the oil and gas industry
recently hit an all-time high, the increase in asset valuations
has caused them to move to the sidelines so far this year.
However, we expect private equity involvement to pick up, in line
with our outlook in The US Energy Revolution: The role of private
equity in oil and gas."

Foreign buyers announced nine deals in the first quarter of 2013,
which contributed $4.1 billion or 15 percent of total deal value,
versus six deals valued at $5.9 billion during the same period
last year.  On a sequential basis, the number of total deals
remained the same as total deal value increased 28.1 percent.

Private equity deal activity in the oil and gas industry dropped
in the first quarter of 2013 with only two transactions with
values greater than $50 million, which represented a total deal
value of $576 million, compared to seven financial sponsor-backed
deals worth $13.0 billion in the first quarter of 2012.

Additionally, there were 34 strategic deals that contributed $26.4
billion and made up 98 percent of total deal value in the first
three months of 2013.

There were 35 total asset transactions, representing 90 percent of
total deal volume, which contributed $17.2 billion -- a 30 percent
increase in deal volume from the 27 asset transactions during the
first quarter in 2012, but a slight decline from the $18.2 billion
in total deal value during the same period last year.  There were
four corporate transactions totaling $9.8 billion in the first
three months of 2013, a small dip from the seven corporate deals
during the first quarter of 2012, although deal value had
increased from $7.4 billion.

For deals valued at over $50 million, upstream deals accounted for
23 transactions, representing $12.6 billion, or 47 percent of
total first quarter deal value.  The number of oil deals within
the upstream sector totaled 11, compared to five upstream gas
deals in the quarter.  There were 11 midstream deals that
contributed $10.0 billion, a 120 percent jump from the five
midstream deals during the first quarter of 2012, which totaled
$3.2 billion.  Three downstream deals during the first quarter of
2013 added $3.9 billion, while oilfield services contributed two
deals worth $465 million.

According to PwC, there were 18 deals with values greater than $50
million related to shale plays in the first quarter of 2013,
totaling $16.3 billion, or 60 percent of total deal value.  In the
upstream sector, shale deals represented 11 transactions and
accounted for $5.0 billion, or 40 percent of total upstream deal
value in the first quarter of 2013.

Included in the shale-related deals in the first quarter of 2013
were three transactions involving the Marcellus Shale totaling
$882 million and two Utica Shale deals that contributed $283
million.  Compared to the first quarter of 2012, Marcellus Shale
deal volume was flat, although total deal value decreased from
$3.0 billion.  Utica Shale deal activity increased from one
transaction worth $112 million during the first three months of
2012.

"The main story in the first quarter of the year continues to be
about shale. We're seeing interest in both the Marcellus and
Utica, and we don't expect to see that enthusiasm dissipate
anytime soon," said Steve Haffner, a Pittsburgh-based partner with
PwC's energy practice.  "While that interest hasn't translated to
a dramatic increase in the volume and value of shale deals in the
region, potential buyers are seeking the right opportunities to
establish their footprint in the area -- or to expand -- and that
includes both private equity and foreign buyers."

The most active shale plays for M&A with values greater than $50
million during the first quarter of 2013 include the Eagle Ford in
Texas with five total transactions representing $5.1 billion,
followed by the Marcellus Shale, the Utica Shale, and then the
Bakken in North Dakota with one deal totaling $513 million.

"The first quarter saw a divergence in buyer-seller price
expectations around gas assets, as natural gas prices bumped up
from recent historical low levels," added Mr. Roberge.  "These
higher valuations for gas assets, combined with continued high
valuations in the sweet spots of the liquid rich shale plays, were
a major contributor to PE firms largely sitting out this quarter,
but it's critically important for PE's and strategics alike to be
ready when opportunity surfaces and prices are more favorable, as
buyers will be lining up.  Making sure they have the right
strategies, integration plans, and controls in place will make for
a better prepared buyer that maximizes the chances for success."

PwC notes that during the first quarter of 2013, master limited
partnerships (MLPs) were involved in eight transactions,
representing more than 20 percent of total deal activity and
continuing the trend of MLP involvement in deal transactions, as
MLPs represented 20.6 percent of total deal activity in 2012.

PwC's Oil & Gas M&A analysis is a quarterly report of announced
U.S. transactions with value greater than $50 million analyzed by
PwC using transaction data from IHS Herold.

PricewaterhouseCoopers LLP is a Delaware limited liability
partnership.


* Total Consumer Debt in Canada Rises in March, Equifax Reports
---------------------------------------------------------------
Equifax Canada's March Consumer Credit Trends Report finds there
was moderate growth in total consumer indebtedness (excluding
mortgage debt), year-to-date through March 2013 with an increase
of 3.9 per cent to $500.8 billion from $497 billion during the
same timeframe in 2012.

The 90-plus day delinquencies for all credit products (excluding
mortgages) has decreased by 13.4 per cent from the same time
period in 2012 to a moderate 1.2 per cent, an all-time low.  This
rate was as high as 1.8 per cent during the height of the
recession.  Consumer bankruptcies are at very similar levels as in
2012.

Cristian deRitis, Senior Director of Consumer Credit Economics at
Moody's Analytics, commented on the report by adding "first
quarter consumer credit conditions in Canada were mixed with
outstanding balances rising and late-stage delinquency rates
falling relative to a year ago.  The Canadian economy is growing,
albeit slowly, and the unemployment rate fell to 7.0 per cent in
the first quarter.  Outstanding household debt and available
credit rose in the first quarter by 3.9 per cent and 4.4 per cent
respectively on a year ago basis, breaking the trend in
decelerating growth that began in 2011.  Balances are increasing
for bank installment loans, lines of credit and auto loans as
Canadians continue to shun personal finance and sales finance
loans."

"Late-stage delinquency rates continue to show improvement,
especially in the energy-rich economies of Edmonton and Calgary as
well as in Vancouver and Ottawa," added Mr. deRitis.  "However,
rising bankruptcy filings across the country reflect the growing
financial strain on Canadian families, particularly in Montreal
and Halifax.  The largest single threat to consumer balance sheets
remains property values.  With outstanding mortgage balances
continuing to grow at a 5 per cent annual rate, households as well
as lenders remain vulnerable to a sudden change in the trajectory
of home values."

Nadim Abdo, Vice President, Client Solutions, Equifax Canada noted
that "throughout 2012 and into the first quarter of 2013, we
continue to see slower growth in overall credit and a vast
improvement in serious delinquencies.  This represents very
positive financial control by consumers and lending institutions
given the sustained low interest rate environment and improved
employment rates," Mr. Abdo added.

Other Equifax report findings include:

        -- Total National Credit Card balances are declining to
flat over the past nine quarters (from $79.2 Billion to $76.4
Billion).

        -- Non-bank captive auto finance is one of the few credit
portfolios growing at a robust pace versus the same period in 2012
(balances increased by 9.4 per cent from $50.8 Billion to $55.5
Billion).
        -- Very moderate growth in Lines of Credit and HELOC's
likely due to housing market speculation and increased regulation
(increased 3.3 per cent from $242.5 Billion to $250.6 Billion).

                          About Equifax

Headquartered in Atlanta, Equifax (NYSE: EFX) --
http://www.equifax.com-- provides consumer and commercial
information solutions.  The company operates or has investments in
18 countries and is a member of Standard & Poor's (S&P) 500(R)
Index.


* WSJ Says 19 Ch.11 Cases Kept Details of Insider Pay Secret
------------------------------------------------------------
Peg Brickley and Patrick Fitzgerald, writing for Dow Jones
Newswires, report that a Wall Street Journal review of 250 Chapter
11 cases over the past five years found that 19 companies tried to
keep the details of insider pay secret, and 17 were successful.
ost that didn't complete the insider-pay forms did so without
seeking court permission.  The report relates the 19 companies
that tried to shield the pay information used varied approaches.
Some put employee identification numbers where they were directed
to put names, or stamped "redacted" where they were supposed to
put numbers.  Others reported lump sums but listed no names.

The report is available at http://is.gd/UIOWiN

"My concern is that there has been a move away from transparency,"
said Stephen Lubben, professor at Seton Hall University School of
Law, according to the report. "To get the discharge you get from
Chapter 11, part of the deal was that you had to lay your cards on
the table."

"To the extent that it's being done without court authority, I
think that's just plain wrong," said Judge D. Michael Lynn of the
U.S. Bankruptcy Court in Fort Worth, Texas, according to the
report.

"There is no specific U.S. Trustee Program policy on the level of
detail required" on the question of insider pay, Jane Limprecht, a
spokeswoman for the U.S. Trustee Program, said in an email,
according to the report. "It is not appropriate to discuss any
particular case beyond the court record."

The report relates Paul Steven Singerman, the lawyer for Ruden
McClosky, a bankrupt law firm that won court permission to keep
some insider-pay details confidential, explained the practice.
"There's a major distinction between the situation of an
individual consumer and a corporate debtor," Mr. Singerman said,
according to the report.  Disclosure of different pay levels in a
company can be "terribly disruptive internally." In Ruden
McClosky's case, revelation of insider pay would have jeopardized
the sale of the firm and needlessly exposed personal confidential
information of people who had no role in its financial trouble, he
said.

"As a restructuring professional, I, personally, don't think that
level of disclosure is essential to the purpose of rehabilitating
a business," said Mr. Singerman, a partner at Berger & Singerman,
according to the report.


* Supreme Court to Decide on Individual Retirement Account
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Supreme Court needs to decide whether an
inherited individual retirement account is protected from the
claims of creditors in bankruptcy because U.S. circuit courts of
appeal are now divided on the issue.

According to the report, Chief Judge Frank Easterbrook, on the
Court of Appeals for the Seventh Circuit in Chicago, April 23
disagreed with an opinion last year from the Fifth Circuit appeals
court in New Orleans.  Judge Easterbrook concluded that inherited
IRAs aren't exempt in bankruptcy.

The report notes that an IRA funded by someone's own contributions
is immune from creditors' claims in bankruptcy.  The case before
Judge Easterbrook and the other two judges on the appellate panel
involved a woman who inherited her deceased mother's $300,000 IRA.
After the daughter filed for bankruptcy, the bankruptcy judge
ruled that the IRA wasn't exempt.  The district court reversed,
and Judge Easterbrook reversed once again.

The report recounts that the Fifth Circuit reached the opposite
result in March 2012, focusing on what it called the "plain
meaning" of the statutes.  By contrast, Judge Easterbrook focused
on how an inherited IRA does "not represent anyone's retirement
funds."  To make the inherited IRA exempt, he said "would be to
shelter from creditors a pot of money that can be freely used for
current expenses."

Judge Easterbrook said he didn't even believe the case was a close
question because the IRA was no longer a "fund of retirement
savings."  Judge Easterbrook ended his decision saying the opinion
was circulated to the other circuit judges and none requested
another hearing before all judges on the circuit.

The case is In re Clark, 12-1241, U.S. Court of Appeals for
the Seventh Circuit (Chicago).


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Henry Danpour
   Bankr. C.D. Cal. Case No. 13-19596
      Chapter 11 Petition filed April 12, 2013

In re Menashi Cohen
   Bankr. C.D. Cal. Case No. 13-19597
      Chapter 11 Petition filed April 12, 2013

In re Yolanda Perry
   Bankr. N.D. Cal. Case No. 13-42165
      Chapter 11 Petition filed April 12, 2013

In re Darren Wassell
   Bankr. N.D. Cal. Case No. 13-42170
      Chapter 11 Petition filed April 12, 2013

In re Christopher Evans
   Bankr. N.D. Cal. Case No. 13-52083
      Chapter 11 Petition filed April 12, 2013

In re Furqan Sheikh
   Bankr. D. Conn. Case No. 13-50552
      Chapter 11 Petition filed April 12, 2013

In re Rubina Sheikh
   Bankr. D. Conn. Case No. 13-50552
      Chapter 11 Petition filed April 12, 2013

In re Akshar Postal Services, LLC
        dba The UPS Store
   Bankr. M.D. Fla. Case No. 13-04488
     Chapter 11 Petition filed April 12, 2013
         See http://bankrupt.com/misc/flmb13-04488.pdf
         represented by: James H. Monroe, Esq.
                         JAMES H. MONROE, P.A.
                         E-mail: jhm@jamesmonroepa.com

In re Barrington A. Russell, Professional Association
        dba Bar Financial Network
   Bankr. S.D. Fla. Case No. 13-18264
     Chapter 11 Petition filed April 12, 2013
         See http://bankrupt.com/misc/flsb13-18264.pdf
         represented by: Zach B. Shelomith, Esq.
                         LEIDERMAN SHELOMITH, P.A.
                         E-mail: zshelomith@lslawfirm.net

In re Francois Julmis
   Bankr. S.D. Fla. Case No. 13-18325
      Chapter 11 Petition filed April 12, 2013

In re John Hill
   Bankr. S.D. Fla. Case No. 13-18344
      Chapter 11 Petition filed April 12, 2013

In re Mark Sands
   Bankr. S.D. Fla. Case No. 13-18371
      Chapter 11 Petition filed April 12, 2013

In re Leon Humphries
   Bankr. N.D. Ga. Case No. 13-58138
      Chapter 11 Petition filed April 12, 2013

In re Frank DeJulio
   Bankr. N.D. Ill. Case No. 13-15457
      Chapter 11 Petition filed April 12, 2013

In re RLP-Ferrell Street, LLC
   Bankr. D. Nev. Case No. 13-13103
     Chapter 11 Petition filed April 12, 2013
         See http://bankrupt.com/misc/nvb13-13103.pdf
         represented by: J. Charles Coons, Esq.
                         COOPER COONS, LTD.
                         E-mail: charles@coopercoons.com

In re Jennifer Chickara
   Bankr. D. N.J. Case No. 13-17837
      Chapter 11 Petition filed April 12, 2013

In re Crown Waste Corp.
        dba Infiniti Waste Services
   Bankr. E.D.N.Y. Case No. 13-71926
     Chapter 11 Petition filed April 12, 2013
         See http://bankrupt.com/misc/nyeb13-71926.pdf
         represented by: Anthony F. Giuliano, Esq.
                         PRYOR & MANDELUP
                         E-mail: afg@pryormandelup.com

In re Maelo Corp. dba EL Tequilazo
   Bankr. S.D.N.Y. Case No. 13-11138
     Chapter 11 Petition filed April 12, 2013
         See http://bankrupt.com/misc/nysb13-11138.pdf
         Filed as Pro Se

In re The Piano Place & Arts Conservatory, Incorporated
        dba Music Place Mansfield
   Bankr. N.D. Tex. Case No. 13-41687
     Chapter 11 Petition filed April 12, 2013
         See http://bankrupt.com/misc/txnb13-41687.pdf
         represented by: Danny J. Wallis, Esq.
                         BAILEY & GALYEN
                         E-mail: dwallis@galyen.com

In re Christopher Bartz
   Bankr. S.D. Tex. Case No. 13-32221
      Chapter 11 Petition filed April 12, 2013

In re Nelson Karp
   Bankr. E.D. Va. Case No. 13-71358
      Chapter 11 Petition filed April 12, 2013

In re Nelson M. Karp, MD
   Bankr. E.D. Va. Case No. 13-71358
     Chapter 11 Petition filed April 12, 2013
         See http://bankrupt.com/misc/vaeb13-71358.pdf
         represented by: Cullen Drescher Speckhart, Esq.
                         ROUSSOS, LASSITER, GLANZER & BARNHART
                         E-mail: speckhart@rlglegal.com

                                - and ?

                         Kelly Megan Barnhart, Esq.
                         ROUSSOS, LASSITER, GLANZER & BARNHART
                         E-mail: barnhart@rlglegal.com

In re Barbara A. Sinatra, LLC
   Bankr. C.D. Cal. Case No. 13- 12577
     Chapter 11 Petition filed April 14, 2013
         See http://bankrupt.com/misc/cacb13-12577p.pdf
         See http://bankrupt.com/misc/cacb13-12577c.pdf
         represented by: John J Oh, Esq.
                         Kim Kang & Oh
                         E-mail: john@kimkangoh.com

In re Irenda Corporation
   Bankr. C.D. Cal. Case No. 13-19715
     Chapter 11 Petition filed April 14, 2013
         See http://bankrupt.com/misc/cacb13-19715p.pdf
         See http://bankrupt.com/misc/cacb13-19715c.pdf
         represented by: Joyce H. Vega, Esq.
                         Joyce H Vega & Associates
                         E-mail: vegaattorneys@gmail.com

In re Quality Plus Medical Services, Inc.
   Bankr. N.D. Ala. Case No. 13-01760
     Chapter 11 Petition filed April 14, 2013
         See http://bankrupt.com/misc/alnb13-01760.pdf
         Represented by: C Taylor Crockett, Esq.
                         E-mail: taylor@taylorcrockett.com

In re Blakely Land Management, Inc.
   Bankr. S.D. Ala. Case No. 13-01282
     Chapter 11 Petition filed April 14, 2013
         See http://bankrupt.com/misc/alsb13-01282.pdf
         represented by: James A. Johnson, Esq.
                         James A. Johnson, P.C.
                         E-mail: jjohnson@jamesajohnsonpc.com

In re Jeffus & Williams Company, Inc.
   Bankr. D. Alaska Case No. 13-00191
     Chapter 11 Petition filed April 14, 2013
         See http://bankrupt.com/misc/akb13-00191.pdf
         represented by: Daniel G. Bruce, Esq.
                         Baxter Bruce & Sullivan PC
                         E-mail: bankruptcy@baxterbrucelaw.com

In re Tozai Group LLC
   Bankr. C.D. Cal. Case No. 13-12597
     Chapter 11 Petition filed April 14, 2013
         See http://bankrupt.com/misc/cacb13-12597.pdf
         represented by: Richard E Dwyer, Esq.
                         Law Office of Richard Dwyer
                         E-mail: attorneyricharddwyer@gmail.com

In re Wilson S. Lim, DMD, Inc.
   Bankr. N.D. Cal. Case No. 13-30875
     Chapter 11 Petition filed April 14, 2013
         See http://bankrupt.com/misc/canb13-30875.pdf
         represented by: Gregory A. Rougeau, Esq.
                         Law Offices of Manasian and Rougeau
                         E-mail: rougeau@mrlawsf.com

In re Carmelina's Bar & Restaurant Inc.
   Bankr. D. Conn. Case No. 13-50569
     Chapter 11 Petition filed April 14, 2013
         See http://bankrupt.com/misc/ctb13-50569.pdf
         represented by: Thomas L. Kanasky, Jr., Esq.
                         E-mail: tlkanasky@snet.net

In re Edward Newman
   Bankr. N.D. Fla. Case No. 13-30465
      Chapter 11 Petition filed April 15, 2013

In re David Loethen
   Bankr. W.D. Mo. Case No. 13-20514
      Chapter 11 Petition filed April 15, 2013

In re Mark Loethen
   Bankr. W.D. Mo. Case No. 13-20515
      Chapter 11 Petition filed April 15, 2013

In re Robert Gomez
   Bankr. D. Nev. Case No. 13-13184
      Chapter 11 Petition filed April 15, 2013

In re Henry Vaccaro
   Bankr. D.N.J. Case No. 13-17946
      Chapter 11 Petition filed April 15, 2013

In re KIK LLC
   Bankr. D.N.J. Case No. 13-17955
     Chapter 11 Petition filed April 14, 2013
         See http://bankrupt.com/misc/njb13-17955.pdf
         represented by: Lawrence Morrison, Esq.
                         E-mail: morrlaw@aol.com

In re Robert Rowland
   Bankr. D.N.M. Case No. 13-11280
      Chapter 11 Petition filed April 15, 2013

In re La Flor Del Paraiso Bar & Restaurant No. 5 Corp.
   Bankr. E.D.N.Y. Case No. 13-42185
     Chapter 11 Petition filed April 14, 2013
         See http://bankrupt.com/misc/nyeb13-42185.pdf
         Filed pro se

In re Sergey Koltenyuk
   Bankr. E.D.N.Y. Case No. 13-42199
      Chapter 11 Petition filed April 15, 2013

In re Rodney Weaver
   Bankr. N.D.N.Y. Case No. 13-30670
      Chapter 11 Petition filed April 15, 2013

In re Adair-Myers African American Museum
   Bankr. S.D.N.Y. Case No. 13-11178
     Chapter 11 Petition filed April 14, 2013
         See http://bankrupt.com/misc/nysb13-11178.pdf
         represented by: Joel M. Shafferman, Esq.
                         Shafferman & Feldman, LLP
                         E-mail: joel@shafeldlaw.com

In re Percy Squire
   Bankr. S.D. Ohio Case No. 13-52953
      Chapter 11 Petition filed April 15, 2013

In re ZAP Trucking, Inc.
   Bankr. E.D. Tenn. Case No. 13-11807
     Chapter 11 Petition filed April 14, 2013
         See http://bankrupt.com/misc/tneb13-11807p.pdf
         See http://bankrupt.com/misc/tneb13-11807c.pdf
         represented by: Kyle R. Weems, Esq.
                         Weems & Ronan
                         E-mail: weemslaw@earthlink.net

In re Joseph Ashmore
   Bankr. N.D. Tex. Case No. 13-31893
      Chapter 11 Petition filed April 15, 2013

In re RAM Design Build Corporation
   Bankr. S.D. Tex. Case No. 13-32236
     Chapter 11 Petition filed April 14, 2013
         See http://bankrupt.com/misc/txsb13-32236.pdf
         represented by: Ronald Julius Smeberg, Esq.
                         The Smeberg Law Firm PLLC
                         E-mail: Ronaldsmeberg@yahoo.com
In re Mathew Holeman
   Bankr. D. Ariz. Case No. 13-06228
      Chapter 11 Petition filed April 16, 2013

In re Thomas Taffe
   Bankr. D. Ark. Case No. 13-00199
      Chapter 11 Petition filed April 16, 2013

In re Brighter Future Learning Center, LLC
   Bankr. D. Colo. Case No. 13-16055
     Chapter 11 Petition filed April 16, 2013
         See http://bankrupt.com/misc/cob13-16055.pdf
         represented by: Mark D. Zimmerman, Esq.
                         E-mail: nordichawk@juno.com

In re Margins Retail Group, Inc.
        dba Margins Charity Thrift and Variety Mall
   Bankr. N.D. Ga. Case No. 13-58342
     Chapter 11 Petition filed April 16, 2013
         Filed as Pro Se

In re Two Peas, LLC
        dba Compositions
   Bankr. D. Maine Case No. 13-20354
     Chapter 11 Petition filed April 16, 2013
         See http://bankrupt.com/misc/meb13-20354.pdf
         represented by: Mary-Anne E. Martell, Esq.
                         SEACOAST LAW
                         E-mail: mmartell@seacoastlawme.com

In re Prime Pad, LLC
   Bankr. D. Md. Case No. 13-16633
     Chapter 11 Petition filed April 16, 2013
         See http://bankrupt.com/misc/mdb13-16633p.pdf
         See http://bankrupt.com/misc/mdb13-16633c.pdf
         represented by: Richard H. Gins, Esq.
                         THE LAW OFFICE OF RICHARD H. GINS, LLC
                         E-mail: richard@ginslaw.com

In re Breakaway Fashion, Inc.
   Bankr. D. N.J. Case No. 13-18054
     Chapter 11 Petition filed April 16, 2013
         See http://bankrupt.com/misc/njb13-18054.pdf
         represented by: Lawrence Morrison, Esq.
                         E-mail: morrlaw@aol.com

In re Wasyl Szeremeta
   Bankr. E.D.N.Y. Case No. 13-72031
      Chapter 11 Petition filed April 16, 2013

In re John Healey
   Bankr. S.D.N.Y. Case No. 13-35875
      Chapter 11 Petition filed April 16, 2013

In re Petroflow, Inc.
   Bankr. N.D. Ohio Case No. 13-40814
     Chapter 11 Petition filed April 16, 2013
         See http://bankrupt.com/misc/ohnb13-40814p.pdf
         See http://bankrupt.com/misc/ohnb13-40814c.pdf
         represented by: Kathryn A. Belfance, Esq.
                         RODERICK LINTON BELFANCE, LLP
                         E-mail: kb@rlbllp.com

In re Robert Powers
   Bankr. E.D. Pa. Case No. 13-13404
      Chapter 11 Petition filed April 16, 2013

In re S and Spice, Inc.
        dba Sugar and Spice Family Restaurant
   Bankr. M.D. Pa. Case No. 13-02001
     Chapter 11 Petition filed April 16, 2013
         See http://bankrupt.com/misc/pamb13-02001.pdf
         represented by: Lawrence V. Young, Esq.
                         CGA Law Firm
                         E-mail: lyoung@cgalaw.com

In re Raymond Cook
   Bankr. E.D. Wash. Case No. 13-01608
      Chapter 11 Petition filed April 16, 2013

In re W. Lewke
   Bankr. E.D. Wis. Case No. 13-25068
      Chapter 11 Petition filed April 16, 2013

In re Danial Pierce
   Bankr. D. Ariz. Case No. 13-6137
      Chapter 11 Petition filed April 17, 2013

In re Alma Flores
   Bankr. C.D. Cal. Case No. 13-20003
      Chapter 11 Petition filed April 17, 2013

In re Harley Broviak
   Bankr. C.D. Cal. Case No. 13-13410
      Chapter 11 Petition filed April 17, 2013

In re Joel Abergel
   Bankr. C.D. Cal. Case No. 13-20091
      Chapter 11 Petition filed April 17, 2013

In re Michael Rodarte
   Bankr. C.D. Cal. Case No. 13-13400
      Chapter 11 Petition filed April 17, 2013

In re Ben Lozada
   Bankr. N.D. Cal. Case No. 13-30912
      Chapter 11 Petition filed April 17, 2013

In re 1900 M Restaurant Associates Inc.
   Bankr. D.D.C. Case No. 13-00230
     Chapter 11 Petition filed April 17, 2013
         See http://bankrupt.com/misc/dcb13-00230.pdf
         represented by: Janet M. Nesse, Esq.
                         Stinson, Morrison & Hecker LLP
                         E-mail: jnesse@stinson.com

In re Sun Flower Petroleum, Corporation
        dba Sunflex Fuels
   Bankr. S.D. Fla. Case No. 13-18760
     Chapter 11 Petition filed April 17, 2013
         See http://bankrupt.com/misc/flsb13-18760.pdf
         represented by: Richard R Robles, Esq.
                         Law Offices of Richard R. Robles, P.A.
                         E-mail: rrobles@roblespa.com

In re Auto Title Loan Store of Illinois LLC
   Bankr. N.D. Ill. Case No. 13-15933
     Chapter 11 Petition filed April 17, 2013
         See http://bankrupt.com/misc/ilnb13-15933.pdf
         Filed pro se

In re EBL, Inc.
        dba Aerie Restaurant
   Bankr. D. Maine Case No. 13-10266
     Chapter 11 Petition filed April 17, 2013
         See http://bankrupt.com/misc/meb13-10266.pdf
         represented by: Robert E. Girvan III, Esq.
                         Law Offices of Carl D. McCue
                         E-mail: bankruptcy@mccuelawoffice.com

In re Martin Joyce
   Bankr. D. Mass. Case No. 13-12200
      Chapter 11 Petition filed April 17, 2013

In re IER of MI, LLC
   Bankr. E.D. Mich. Case No. 13-47813
     Chapter 11 Petition filed April 17, 2013
         See http://bankrupt.com/misc/mieb13-47813.pdf
         represented by: Donald C. Darnell, Esq.
                         Darnell Law Offices
                         E-mail: dondarnell@darnell-law.com

In re Jason Metten
   Bankr. W.D. Mo. Case No. 13-50243
      Chapter 11 Petition filed April 17, 2013

In re Metten Management Innovation LLC
   Bankr. W.D. Mo. Case No. 13-50244
     Chapter 11 Petition filed April 17, 2013
         See http://bankrupt.com/misc/mowb13-50244.pdf
         represented by: William L. Needler, Esq.
                         William L. Needler and Associates Ltd.
                         E-mail: WilliamLNeedler@aol.com

In re Rao's Hospitality Inc.
   Bankr. S.D. Ohio Case No. 13-53025
     Chapter 11 Petition filed April 17, 2013
         See http://bankrupt.com/misc/ohsb13-53025.pdf
         Filed pro se

In re Pablo Morales
   Bankr. D.P.R. Case No. 13-2983
      Chapter 11 Petition filed April 17, 2013

In re CRN, Inc.
        dba Alpha Home Nurses
   Bankr. W.D. Tex. Case No. 13-30642
     Chapter 11 Petition filed April 17, 2013
         See http://bankrupt.com/misc/txwb13-30642.pdf
         Represented by: Sidney J. Diamond, Esq.
                         Diamond Law
                         E-mail: usbc@sidneydiamond.com

In re Harry Yourist
   Bankr. W.D. Wash. Case No. 13-13512
      Chapter 11 Petition filed April 17, 2013
In re Mathew Holeman
   Bankr. D. Ariz. Case No. 13-06228
      Chapter 11 Petition filed April 18, 2013

In re The Parker Law Firm, P.L.C.
   Bankr. D. Ariz. Case No. 13-06260
     Chapter 11 Petition filed April 18, 2013
         See http://bankrupt.com/misc/azb13-06260.pdf
         represented by: Adam E. Hauf, Esq.
                         THE FORAKIS LAW FIRM
                         E-mail: adamh@forakislaw.com

In re Thomas Taffe
   Bankr. D. Ark. Case No. 13-00199
      Chapter 11 Petition filed April 18, 2013

In re Janco Building Services Inc.
        aka Bryan Douglas Chism
   Bankr. W.D. Ark. Case No. 13-71414
     Chapter 11 Petition filed April 18, 2013
         See http://bankrupt.com/misc/arwb13-71414.pdf
         Filed as Pro Se

In re Telenet International, LLC
        dba Fortis Communications
   Bankr. D. Colo. Case No. 13-16345
     Chapter 11 Petition filed April 18, 2013
         See http://bankrupt.com/misc/cob13-16345.pdf
         represented by: Kenneth J. Buechler, Esq.
                         BUECHLER LAW OFFICE, LLC
                         E-mail: ken@kjblawoffice.com

In re George Street Properties, LLC
   Bankr. D. Conn. Case No. 13-30703
     Chapter 11 Petition filed April 18, 2013
         See http://bankrupt.com/misc/ctb13-30703.pdf
         represented by: Peter L. Ressler, Esq.
                         GROOB RESSLER & MULQUEEN
                         E-mail: ressmul@yahoo.com

In re Creative Management Corporation
   Bankr. D. Md. Case No. 13-16732
     Chapter 11 Petition filed April 18, 2013
         See http://bankrupt.com/misc/mdb13-16732.pdf
         represented by: Tyler Jay King, Esq.
                         E-mail: tyler@tylerkinglaw.com

In re Wasyl Szeremeta
   Bankr. E.D.N.Y. Case No. 13-72031
      Chapter 11 Petition filed April 18, 2013

In re El Puerto Seafood Corp.
   Bankr. S.D.N.Y. Case No. 13-11217
     Chapter 11 Petition filed April 18, 2013
         See http://bankrupt.com/misc/nysb13-11217.pdf
         represented by: Raymond J. Aab, Esq.
                         E-mail: rja120@msn.com

In re John Healey
   Bankr. S.D.N.Y. Case No. 13-35875
      Chapter 11 Petition filed April 18, 2013

In re Robert Powers
   Bankr. E.D. Pa. Case No. 13-13404
      Chapter 11 Petition filed April 18, 2013

In re Safety Motorsport Corp.
   Bankr. D.P.R. Case No. 13-03028
     Chapter 11 Petition filed April 18, 2013
         See http://bankrupt.com/misc/prb13-03028.pdf
         represented by: Carlos Rodriguez Quesada, Esq.
                         LAW OFFICE OF CARLOS RODRIGUEZ QUESADA
                         E-mail: cerqlaw@coqui.net

In re Raymond Cook
   Bankr. E.D. Wash. Case No. 13-01608
      Chapter 11 Petition filed April 18, 2013

In re W. Lewke
   Bankr. E.D. Wis. Case No. 13-25068
      Chapter 11 Petition filed April 18, 2013

In re Gretchen Greenwood
   Bankr. D. Colo. Case No. 13-16463
      Chapter 11 Petition filed April 19, 2013

In re Frederick Newbill
   Bankr. M.D. Fla. Case No. 13-2392
      Chapter 11 Petition filed April 19, 2013

In re TL Properties, LLC
        fka Rigby Auto Service, LLC
   Bankr. D. Idaho Case No. 13-40454
     Chapter 11 Petition filed April 19, 2013
         See http://bankrupt.com/misc/idb13-40454p.pdf
         See http://bankrupt.com/misc/idb13-40454c.pdf
         represented by: Robert J Maynes, Esq.
                         Maynes Taggart, PLLC
                         E-mail: mayneslaw@hotmail.com

In re Ramon Aguirre
   Bankr. N.D. Ill. Case No. 13-16390
      Chapter 11 Petition filed April 19, 2013

In re Basrah Custom Design, Inc.
   Bankr. E.D. Mich. Case No. 13-47956
     Chapter 11 Petition filed April 19, 2013
         See http://bankrupt.com/misc/mieb13-47956.pdf
         represented by: Stuart Sandweiss, Esq.
                         Sandweiss Law Center, P.C.
                         E-mail: stuart@sandweisslaw.com

In re Orchard Maple Family Dental PLLC
   Bankr. E.D. Mich. Case No. 13-48050
     Chapter 11 Petition filed April 19, 2013
         See http://bankrupt.com/misc/mieb13-48050p.pdf
         See http://bankrupt.com/misc/mieb13-48050c.pdf
         represented by: Michael D. Lieberman, Esq.
                         Lieberman, Gies & Cohen, PLLC
                         E-mail: mike@lgcpllc.com

In re Country Music Investments, Inc.
   Bankr. W.D. Mo. Case No. 13-20556
     Chapter 11 Petition filed April 19, 2013
         See http://bankrupt.com/misc/mowb13-20556p.pdf
         See http://bankrupt.com/misc/mowb13-20556c.pdf
         represented by: Bryan Bacon, Esq.
                         Van Matre Harrison Hollis & Taylor P.C.
                         E-mail: bryan@vanmatre.com

In re George Rivera
   Bankr. S.D.N.Y. Case No. 13-11245
      Chapter 11 Petition filed April 19, 2013

In re Cable Services Plus, Inc.
   Bankr. W.D.N.C. Case No. 13-30837
     Chapter 11 Petition filed April 19, 2013
         See http://bankrupt.com/misc/ncwb13-30837.pdf
         represented by: Richard S. Wright, Esq.
                         Moon Wright & Houston, PLLC
                         E-mail: rwright@mwhattorneys.com

In re Safety Services Operating, LLC
        dba The Home Shop - Wahpeton Fire Extinguisher
   Bankr. D.N.D. Case No. 13-30244
     Chapter 11 Petition filed April 19, 2013
         See http://bankrupt.com/misc/ndb13-30244.pdf
         represented by: James D. Sandsmark, Esq.
                         E-mail: sheppardlawfirm@cableone.net

In re Francisco Rodriguez Garcia
   Bankr. D.P.R. Case No. 13-3072
      Chapter 11 Petition filed April 19, 2013

In re Gary Alexander
   Bankr. W.D. Wash. Case No. 13-13593
      Chapter 11 Petition filed April 19, 2013

In re Gray Skies Properties LLC
   Bankr. W.D. Wash. Case No. 13-13576
     Chapter 11 Petition filed April 19, 2013
         See http://bankrupt.com/misc/wawb13-13576.pdf
         represented by: Brett C. Masch, Esq.
                         John Long Law PLLC
                         E-mail: ecf@johnlonglaw.com

In re James Lovett
   Bankr. N.D. Fla. Case No. 13-50163
      Chapter 11 Petition filed April 20, 2013


In re Federico Aguiano-Mejia
   Bankr. C.D. Calif. Case No. 13-13477
      Chapter 11 Petition filed April 21, 2013

In re Digital Marketing Group, Inc.
   Bankr. N.D. Ohio Case No. 13-60993
     Chapter 11 Petition filed April 21, 2013
         See http://bankrupt.com/misc/ohnb13-60993.pdf
         represented by: Howard E. Mentzer, Esq.
                         Mentzer and Mygrant Ltd.
                         E-mail: mvmlaw@earthlink.net

   In re iTownz, LLC
      Bankr. N.D. Ohio Case No. 13-60995
        Chapter 11 Petition filed April 21, 2013
            See http://bankrupt.com/misc/ohnb13-60995.pdf
            represented by: Howard E. Mentzer, Esq.
                            Mentzer and Mygrant Ltd.
                            E-mail: mvmlaw@earthlink.net

   In re Prestige Creative Marketing, Inc.
      Bankr. N.D. Ohio Case No. 13-60996
        Chapter 11 Petition filed April 21, 2013
            represented by: Howard E. Mentzer, Esq.
                            Mentzer and Mygrant Ltd.
                            E-mail: mvmlaw@earthlink.net

   In re Whistle Pigs, LLC
      Bankr. N.D. Ohio Case No. 13-60994
        Chapter 11 Petition filed April 21, 2013
            represented by: Howard E. Mentzer, Esq.
                            Mentzer and Mygrant Ltd.
                            E-mail: mvmlaw@earthlink.net

In re J. Reed
   Bankr. E.D. Okla. Case No. 13-80460
      Chapter 11 Petition filed April 21, 2013

In re Thomas Norwood
   Bankr. N.D. Ala. Case No. 13-81188
      Chapter 11 Petition filed April 22, 2013

In re Rafael Alvarez
   Bankr. C.D. Cal. Case No. 13-13488
      Chapter 11 Petition filed April 22, 2013

In re Stephen Hellberg
   Bankr. C.D. Cal. Case No. 13-20464
      Chapter 11 Petition filed April 22, 2013

In re Sunrise Vista Mortgage Corporation
   Bankr. E.D. Cal. Case No. 13-25503
     Chapter 11 Petition filed April 22, 2013
         See http://bankrupt.com/misc/caeb13-25503.pdf
         represented by: Judson H. Henry, Esq.
                         LAW OFFICE OF JUDSON H. HENRY
                         E-mail: jhhenry2000@yahoo.com

In re Herman Gibson
   Bankr. D. Conn. Case No. 13-30719
      Chapter 11 Petition filed April 22, 2013

In re Patty Hoffman
   Bankr. M.D. Fla. Case No. 13-02430
      Chapter 11 Petition filed April 22, 2013

In re Chrisley Asset Management, LLC
   Bankr. N.D. Ga. Case No. 13-58781
     Chapter 11 Petition filed April 22, 2013
         See http://bankrupt.com/misc/ganb13-58781.pdf
         represented by: Mathew A. Schuh, Esq.
                         BUSCH SLIPAKOFF & SCHUH
                         E-mail: mschuh@bssfirm.com

In re Cookies Fresco, Corp.
   Bankr. N.D. Ill. Case No. 13-16601
     Chapter 11 Petition filed April 22, 2013
         See http://bankrupt.com/misc/ilnb13-16601.pdf
         represented by: Thomas W. McEvoy, Esq.
                         E-mail: tommcevoy@msn.com

In re Jorge Arteaga
   Bankr. N.D. Ill. Case No. 13-16651
      Chapter 11 Petition filed April 22, 2013

In re Roya Eftekhary
   Bankr. N.D. Ill. Case No. 13-16654
      Chapter 11 Petition filed April 22, 2013

In re Douglas Seely
   Bankr. D. Md. Case No. 13-16967
      Chapter 11 Petition filed April 22, 2013

In re Plemic Glick LTD, Inc.
   Bankr. D. N.J. Case No. 13-18511
     Chapter 11 Petition filed April 22, 2013
         See http://bankrupt.com/misc/njb13-18511.pdf
         represented by: Joan S. Lavery, Esq.
                         LAVERY & SIRKIS
                         E-mail: joan.lavery@verizon.net

In re Alan Kahn
   Bankr. D. S.C. Case No. 13-02351
      Chapter 11 Petition filed April 22, 2013

In re Joseph Smith
   Bankr. W.D. Tenn. Case No. 13-11022
      Chapter 11 Petition filed April 22, 2013

In re Richard W. Rogerson
   Bankr. E.D. Va. Case No. 13-32237
      Chapter 11 Petition filed April 22, 2013

In re Joe Kilgore
   Bankr. W.D. Va. Case No. 13-70668
      Chapter 11 Petition filed April 22, 2013



                            *********

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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