TCR_Public/130426.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, April 26, 2013, Vol. 17, No. 114

                            Headlines

06-009 RANCO: Voluntary Chapter 11 Case Summary
935-945 DIVISION: Voluntary Chapter 11 Case Summary
ADAIR PROPERTIES: Voluntary Chapter 11 Case Summary
ADEPT TECHNOLOGIES: PNC Objections to Plan Outline Hearing May 6
ADEPT TECHNOLOGIES: Exclusivity Period Extended Until May 29

AIR CANADA: Fitch Assigns 'B' Issuer Default Rating
AMERICAN AIRLINES: Parties Differ on Stand in Make-Whole Issue
ANDERSON NEWS: Time Fails in Sanctions Bid Over Disputed Meeting
AMERICAN AIRLINES: Antitrust Deals With Orbitz, Travelport OK'd
AMERICAN ASSET: Settles Loan Dispute with Bank of America

APEX DIGITAL: Effective Date of Plan Occurred on April 17
APEX DIGITAL: Committee Identifies Members of Plan Committee
APPLEILLINOIS LLC: Case Summary & 20 Largest Unsecured Creditors
ARTE SENIOR LIVING: Plan Confirmation Hearings Begin
ATARI INC: In Talks to Sell Off Assets

ATLANTIC COAST: Amends Merger Agreement with Bond Street
AVIS BUDGET: Fitch Hikes LT Issuer Default Rating to 'BB-'
BRIER CREEK: Bank of America Drops Objection to Plan
BROOKLYN NAVY: S&P Corrects Rating on Revenue Bonds to 'CCC'
CAESARS ENTERTAINMENT: To Form New Growth-Oriented Venture

CATERPILLAR INC: Fitch Says Weak Mining Spending Still a Challenge
CHINA TELETECH: Reports $53,500 Net Income in 2012
CHRIST HOSPITAL: Files Settlement-Based Chapter 11 Plan
COMPREHENSIVE CARE: Bernard Sherman Held 19.7% Stake at March 15
COMPUCOM SYSTEMS: Moody's Rates $580MM Debt B1 & $250MM Debt Caa1

COMPUCOM SYSTEMS: S&P Lowers Corp. Credit Rating to 'B'
DETROIT, MI: Moody's Says Bankruptcy Could Mean Further Downgrades
CORUS BANKSHARES: District Court Narrows Suit Against CEO, Others
DEWEY & LEBOEUF: Ex-Chairman Agrees to Settle Claims
DEX ONE: Has Final OK of Equity Trading Restrictions

DEX ONE: Gets Final OK to Continue Current Investment Practices
EAGLE RECYCLING: Meeting to Form Creditors' Panel on May 6
EDISON MISSION: ELPC Has Green Light to Pursue Regulatory Action
ELITE PHARMACEUTICALS: Gets $10MM Commitment From Lincoln Park
FUNCTIONAL TECHNOLOGIES: Files Bankruptcy Proposal Notice

GMX RESOURCES: Creditors Object to $2 Million Banker's Fee
GSC GROUP: Kaye Scholer Deal Withdrawn
HANDY HARDWARE: Looking for New Chief Executive, President
HOSTESS BRANDS: Buyer to Re-Launch Emporia Bakery
HOWREY LLP: Avoids Suits as Deal with Holland, Fenwick Okayed

HOWREY LLP: Former Partners Settle 'Jewel' Claims Cheaply
INSPIRATION BIOPHARMA: Seeks Extension of Plan Filing Deadline
INSPIRATION BIOPHARMA: Has Authority to Employ McGladrey
INDYMAC BANCORP: $80MM Ruling for Insurers Too Broad
INTELSAT INVESTMENTS: Refinancing Prompts Moody's to Up CFR to B3

IOWA FINANCE: Fitch to Assigns 'BB-' Rating to $1.19-Bil. Bonds
JEFFERSON COUNTY, AL: Hires New Top Attorney
J.C. PENNEY: Soros Fund Acquires 7.91% Stake
KAHN FAMILY: Voluntary Chapter 11 Case Summary
KIT DIGITAL: Files for Chapter 11 in Manhattan

LEARNING CARE: Moody's Assigns 'Ba3' Rating to New Senior Debt
LEHMAN BROTHERS: Wins OK to Hire Bonn Steichen
LEHMAN BROTHERS: SMBC Allowed $13.7MM Unsecured Claim vs. LBI
LEHMAN BROTHERS: Trustee Signs Deals to Settle Avoidance Claims
LEHMAN BROTHERS: Wins Greenlight for Settlement with Swiss Unit

LIBERTY MEDICAL: Wants Bankruptcy Cloak Extended to Medco Health
MERISEL INC: Saints Capital Swaps Conv. Notes with 17.5MM Shares
METALS USA: S&P Raises Corporate Credit Rating From 'B+'
METROPCS WIRELESS: Moody's Lifts CFR to 'Ba3', Stable Outlook
MOOD MEDIA: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Stable

NAVISTAR INTERNATIONAL: Names Jack Allen Chief Offering Officer
NAVISTAR INTERNATIONAL: Inks Employment Agreement with CEO
NETFLIX INC: Moody's Says Notes Conversion is Credit Positive
NORTEL NETWORKS: Units Spar on Discovery in $7B Liquidation Row
ORLANDO, FL: Fitch Affirms 'BB+' Rating on TDT Revenue Bonds

OTELCO INC: Schedules Filing Deadline Extended Through May 23
PALM COURT: Case Summary & 11 Unsecured Creditors
PATRIOT COAL: Reaches Accord on Nonunion Worker Benefits
PATRIOT COAL: Judge Denies Trustee, Equity Committee
PHOENIX CORPORATION: Case Summary & 20 Largest Unsecured Creditors

POWER BUYER: S&P Assigns Preliminary 'B' Corp. Credit Rating
POWERWAVE TECHNOLOGIES: Loan Approved, Auction Set for May 13
PREMIERWEST BANCORP: Deregisters Common Stock with SEC
PREMIUM PROTEIN: MatlinPatterson Can't Slip WARN Suit
QUALTEQ INC: Full-Payment Plan Confirmed in Chicago

QUEBECOR WORLD: Bankr. Court Sides With Trustee in Clawback Suits
RED MOUNTAIN: Incurs $3-Mil. Net Loss in Q3 Ended February 28
REGENCY ENERGY: Fitch Assigns 'BB' Rating to $600MM Senior Notes
REGENCY ENERGY: Moody's Rates New Sr. Unsec. Notes Due 2023 'B1'
REGENCY ENERGY: S&P Rates $600MM Senior Unsecured Notes 'BB'

RESIDENTIAL CAPITAL: Clawback Oral Motion Denied
RESOLUTE FOREST: New $600MM Senior Notes Get Moody's 'Ba3' Rating
RESOLUTE FOREST: S&P Affirms 'BB-' Corp. Credit Rating
ROTECH HEALTHCARE: Hires Proskauer, et al., as Lead Professionals
ROTECH HEALTHCARE: Wants to Establish June 24 as Claims Bar Date

ROTECH HEALTHCARE: Seeks Extension of Schedules Filing Deadline
ROTHSTEIN ROSENFELDT: TD Bank Loses Bid to Keep Suit in Bankr. Ct.
RHYTHM & HUES: Hit With Wage Suit
SCHOOL SPECIALTY: Disclosure Statement Gets Prelim. Court Okay
SCHOOL SPECIALTY: Judge Rules Make-Whole Premium Enforceable

SEALY CORP: S&P Withdraws 'B' Corporate Credit Rating
SMART ONLINE: Sells Additional $200,000 Convertible Note
SMART TECHNOLOGIES: S&P Affirms 'B' CCR; Outlook Stable
SOUTH LAKES: Agrees to Pay Admin. And 503(b)(9) Claims
SOUTH LAKES: Amends Schedules of Assets and Liabilities

SPENCER SPIRIT: Moody's Rates Proposed PIK Toggle Notes 'Caa1'
STAFFORD RHODES: Can Use Cash Pursuant to 3rd Updated Budgets
STOCKTON, CA: Says Debt Talks Will Be Restarted
STONE ROSE: Section 341(a) Meeting Scheduled on May 29
STRADELLA INVESTMENTS: Trustee Seeks to Tap Bankruptcy Counsel

STRATEGIC CAPITAL: MBS Suit Ruled Time-Barred
SUPERMEDIA INC: Gets Final OK on Procedures to Limit Secs. Trading
SUPERMEDIA INC: Has Final OK to Continue Investment Practices
SYNAGRO TECHNOLOGIES: Proposes EQT-Led Auction on June 10
SYNAGRO TECHNOLOGIES: Proposes $30MM of DIP Financing

SYNAGRO TECHNOLOGIES: Taps KCC as Claims and Noticing Agent
TOREE DEL GRECO: Court Rules on Chapter 11 Trustee's Fees
TROPIC RANCH: Case Summary & 4 Unsecured Creditors
WACO TOWN SQUARE: Court Rules on Collateral Estoppel Issue
WSP HOLDINGS: Posts $84.2MM 2012 Net Loss; Units in Loan Default

* Capital One Accused of Understating Loan Losses
* Report: IRS Paid Billions in Improper Refunds
* Hazy Future for Thriving SEC Whistle-Blower Effort

* Fitch Says U.S. High Yield Default Rate Slips to 1.6% in March
* Moody's Notes Continued Rise of Dividend Payouts in Tech Sector
* Moody's Says Sequestration's Impact on Local Gov'ts. Limited

* Regulators to Restrict Big Banks' Payday Lending
* Too-Big-to-Fail Bill Seen as Fix for Dodd-Frank Act's Flaws
* Watchdog: Banks Are Still Too Intertwined

* K&L Gates Adds 2 Partners From Jackson Walker, Haynes

* LPS March-End Data Shows Continued Delinquency Rate Decline

* BOOK REVIEW: George Eastman: Founder of Kodak and the
               Photography Business

                            *********

06-009 RANCO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 06-009 Ranco Coachella Business Trust
        6767 W. Tropicana Avenue, Suite 206
        Las Vegas, NV 89103

Bankruptcy Case No.: 13-13423

Chapter 11 Petition Date: April 22, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce T. Beesley

Debtor's Counsel: Timothy P. Thomas, Esq.
                  LAW OFFICES OF TIMOTHY P. THOMAS, LLC
                  8670 W. Cheyenne Ave. #120
                  Las Vegas, NV 89129
                  Tel: (702) 227-0011
                  Fax: (702) 227-0015
                  E-mail: tthomas@tthomaslaw.com

Scheduled Assets: $1,353,297

Scheduled Liabilities: $1,029,252

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

The petition was signed by Peter Becker, attorney-in-fact for
Trustee.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
05-023 Carmencita Business Trust       13-11150   02/15/13
05-023 Redding Business Trust          13-11151   02/15/13


935-945 DIVISION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 935-945 Division Community Development, LLC
        4020 Southern Avenue, SE
        Washington, DC 20019

Bankruptcy Case No.: 13-00243

Chapter 11 Petition Date: April 22, 2013

Court: United States Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Richard H. Gins, Esq.
                  THE LAW OFFICE OF RICHARD H. GINS LLC
                  3 Bethesda Metro Center, Suite 430
                  Bethesda, MD 20814
                  Tel: (301) 718-1078
                  Fax: (301) 718-8659
                  E-mail: Richard@ginslaw.com

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

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

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

The petition was signed by Khalid Babiker Mohamed ElTayeb,
managing member.


ADAIR PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Adair Properties, LLC
        Post Office Box 1636
        Woodville, MS 39669

Bankruptcy Case No.: 13-01343

Chapter 11 Petition Date: April 22, 2013

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Jackson Divisional Office)

Judge: Neil P. Olack

Debtor's Counsel: Glenn H. Williams, Esq.
                  GLENN H. WILLIAMS, PA
                  201 N. Pearman Avenue
                  Cleveland, MS 38732
                  Tel: (662) 843-3797
                  Fax: (662) 843-3799
                  E-mail: gwmslaw@cableone.net

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

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

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

The petition was signed by Bryan Adair, member.


ADEPT TECHNOLOGIES: PNC Objections to Plan Outline Hearing May 6
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama has
continued the hearing on the PNC Bank National Association's
objection to ADEPT Technologies Disclosure Statement and Plan to
May 6, 2013, at 9:00 a.m.

According to papers filed with the Court, PNC Bank objects to the
adequacy of the Disclosure Statement and Plan  filed on Feb. 28,
2013, because: (i) the Disclosure Statement fails to provide PNC
and other similarly situated claimholders adequate information so
that they are able to make an informed judgment about the Debtor's
Plan; and (ii) the Plan accompanying the Disclosure Statement is
facially unconfirmable pursuant to 11 U.S.C. Section 1129, thereby
violating the statutory disclosure requirements of 11 U.S.C.
Section 1125.

As grounds for its objections, PNC states that approval of the
Disclosure Statement should be denied on these grounds:

  a. It describes a proof of claim deadline as Feb. 13, 2013;
however, the proof of claim deadline is in fact May 10, 2013,
pursuant to an Order entered by this Court on
March 18, 2013 (Doc. 84);

  b. The liquidation analysis, such as it is, is woefully
deficient and fails to describe the methodology supporting its
analysis;

  c. The Plan as currently written violates the absolute priority
rule;

  d. The treatment of general unsecured creditors is unclear in
that the Disclosure Statement and Plan provide for payment of "ten
percent (100%)" of such creditors' claims;

  e. The Disclosure Statement fails to adequately describe the
modification, or lack of modification, of payment and non-payment
related terms under existing agreements with creditors;

  f. There are no cash flow projections or projections of future
business operations demonstrating an ability to consummate the
Plan or even showing how the Plan will be implemented;

  g. No sufficient explanation of events leading to the bankruptcy
filing, and how similar events or occurrences will be avoided
post-confirmation have been provided; and

  h. There's no meaningful analysis of potential avoidance actions
or possible use of recovered proceeds.

                        The Chapter 11 Plan


As reported in the TCR on March 27, 2013, the Debtor delivered to
the Bankruptcy Court a plan of reorganization and accompanying
disclosure statement proposing a 10% recovery for allowed general
unsecured claims.

Secured creditors will be paid according to the following terms:

   * First Volunteer Bank will retain its lien on the collateral
     securing the Debtor's $129,536 prepetition loan until the
     time the debt is paid in full.  FVB's secured claim will be
     paid through monthly payments of $943 per month until the
     balance is paid in full.

   * PNC Bank's $6.2 million secured claim will be paid through
     the execution of a new promissory note to be secured by the
     same collateral upon which PNC had a lien prepetition
     according to its same priority.

   * The Debtor will restructure its $2.2 million and $135,078
     secured debt with Southern Development Council, Inc., and
     will assume the debt according to the terms and conditions of
     the existing finance agreements in place. SDC will retain its
     lien on the collateral securing the debt until the time the
     debt is paid in full.

Brad Fielder, who owns 51% of the outstanding membership interests
in the Debtor, and Chad Fielder, who owns the remaining 49% of the
Debtor's outstanding stock, will retain their equity although they
won't be paid until administrative, priority and unsecured
claimants have been paid.

A full-text copy of the Disclosure Statement dated Feb. 28, 2013,
is available for free at http://bankrupt.com/misc/ADEPTds0228.pdf

                     About ADEPT Technologies

ADEPT Technologies, LLC, filed a Chapter 11 petition (Bankr. N.D.
Ala. Case No. 12-83490) on Oct. 31, 2012, in Decatur, Alabama.
The Debtor, which has principal assets located in Huntsville,
Alabama, estimated assets of $10 million to $50 million and
liabilities of up to $10 million.  Judge Jack Caddell presides
over the case.  Kevin D. Heard, Esq., at Heard Ary, LLC,
represents the Debtor as counsel.  The petition was signed by Brad
Fielder, managing member.


ADEPT TECHNOLOGIES: Exclusivity Period Extended Until May 29
------------------------------------------------------------
United States Bankruptcy Judge Jack Caddell has granted the motion
of ADEPT Technologies, LLC, to extend the Debtor's exclusivity
period to May 29, 2013.

                     About ADEPT Technologies

ADEPT Technologies, LLC, filed a Chapter 11 petition (Bankr. N.D.
Ala. Case No. 12-83490) on Oct. 31, 2012, in Decatur, Alabama.
The Debtor, which has principal assets located in Huntsville,
Alabama, estimated assets of $10 million to $50 million and
liabilities of up to $10 million.  Judge Jack Caddell presides
over the case.

Kevin D. Heard, Esq., at Heard Ary, LLC, represents the Debtor as
counsel.  The petition was signed by Brad Fielder, managing
member.


AIR CANADA: Fitch Assigns 'B' Issuer Default Rating
---------------------------------------------------
Fitch Ratings has assigned an initial Issuer Default Rating (IDR)
of 'B' to Air Canada (AC). The ratings apply to $1.1 billion of
outstanding debt. A full list of ratings actions follows at the
end of the release. The Rating Outlook is Positive.

AC's IDR reflects the company's leveraged balance sheet, adequate
liquidity position and high, but improving cost structure
mitigated by AC's extensive global network and dominant market
positions across all segments. With C$12.1 billion in revenues, a
fleet of 351 aircraft (in conjunction with its regional partners),
AC ranks as the 15th largest airline in the world, carrying 35
million passengers to 178 destinations across Canada, U.S.A. and
around the world. AC has exclusive route rights to several
international markets as Canada's flag carrier and benefits from
limited proliferation of Gulf carriers at its primary hubs
Toronto, Montreal and Vancouver, which represent strong
international gateways to Canada as well as the U.S. via sixth-
freedom traffic. AC is one of the five founding members of Star
Alliance, currently the largest global alliance which further
expands its international network. Fitch's rating also takes into
consideration AC's dominant market positions in its domestic (55%
market share) and U.S. transborder (35% market share) segments, as
well as mounting competitive pressures in those markets. Fitch
views the duopoly construct of the Canadian airline industry as a
positive ratings factor for AC but also acknowledges that the
company faces a formidable rival in WestJet (WJET), one of the
strongest operators in North America.

KEY RATING DRIVERS

After a challenging year, AC entered 2013 with a renewed business
and financial strategy. Although AC commands a revenue premium
relative to peers, it also has the highest cost structure amongst
North American carriers, making it difficult to compete with low-
cost carrier WJET on the domestic and transborder markets.
However, management has made significant strides in addressing the
issues that typically plague a legacy carrier, including new labor
agreements and extension of pension relief. AC's entry into the
EETC market is also expected to shore up liquidity as the company
enters a heavy fleet investment period. The stage has been set for
major transformation at Canada's largest airline, but much work
remains to propel AC to stable and sustainable profitability
levels, which will be the primary driver of further ratings
momentum.

New Pilot Contract Provides Much Needed Flexibility and Improved
Cost Structure
AC has been addressing its legacy cost structure since the credit-
crisis, exceeding its C$530 million target in annual run-rate
savings from its 2009 cost reduction program by year-end 2011.
However, it was the arbitrated collective bargaining agreement
with its pilot union in July 2012 that finally gave AC the
operational flexibility it needs to structurally lower its cost
base. The new five-year contract includes compensation, benefits
and profit-sharing in-line with North American industry standards,
but also provides a reduction in pension benefits (amounting to
C$1.1 billion when combined with other unions and non-unionized
employees and management) and significant fleet flexibility. AC
now has the ability to transfer smaller, uneconomical aircraft
from its mainline to regional partners, such as the fifteen EMB
175s being assigned to Sky Regional (with three transferred to-
date). Importantly, the new pilot contract enables AC to form
rouge, a new low-cost subsidiary targeted for leisure markets.
Rouge will enable AC to optimize fleet costs with its mainline
operations, use a lower cost model to serve the leisure segment
and overall leverage opportunities to transform AC into a more
cost-competitive carrier. AC is also implementing several other
initiatives to improve operating efficiency including improving
aircraft productivity and fuel consumption (turnaround times, use
of ground power etc.) and lower operating expenses related to call
centers and maintenance. The March 2012 liquidation of Aveos,
which was AC's sole maintenance provider, gave AC an opportunity
to sign new agreements on a cost competitive basis with new
maintenance system providers.

Reduction in Pension Benefit and Extension of Pension Relief
AC's new labor contracts with all five major unions and the recent
agreement with the government on the extension are expected to
alleviate the company's pension burden. Although defined- benefit
(DB) plans are frozen to new hires that enroll in defined-
contribution or hybrid pension plans, the company's past funding
obligations remain substantial with an underfunded deficit of
C$4.2 billion reflecting a funded status of 72.5% as of Jan. 1,
2012. The next required valuation later this year is expected to
reduce the deficit amount to approximately C$3.7 billion as the
14% return on plan assets in 2012 offsets the increase from lower
discount rates. Furthermore, once AC receives regulatory approval
of the C$1.1 billion benefit reduction from new labor contracts,
AC's the pension liability is expected to further decline to C$2.6
billion.

In March 2013, the government also agreed to an extension of the
2009 pension relief which was set to expire next year. This
extension continues to cap AC's current deficit funding for an
additional seven years (until January 2021). The agreement with
the government still requires AC to fund its DB plans but the
minimum cash contribution of C$150 million (capped at C$200
million) is more manageable as AC enters a heavy fleet investment
period over the next couple of years. Without this extension Fitch
estimates AC's annual cash contribution would have increased to
about C$500 million even with the expected reduction in pension
deficit. Like most underfunded DB plans, AC's pension obligations
are highly sensitive to interest rates. For perspective, a 1%
increase in the discount rate results in a C$1.8 billion decrease
in liability, while a 1% decrease results in a C$2.3 billion
increase, based on the most recent valuation.

Mounting Competitive Pressure in Domestic/Transborder Markets
AC's overall traffic performance has been healthy evidenced in the
steady increase in load factors, currently in the low-80% range,
similar to U.S. peers, as well as yields. AC's industry leading
premium product and level of service have also supported AC's unit
revenue gains in the premium category. On the international front,
AC continues to benefit from its extensive route structure which
supports travel to and from Canada as well sixth-freedom traffic.
As a result, AC has demonstrated consistent revenue growth across
all segments over the last five years.

DOMESTIC AND U.S. TRANSBORDER: Year-to-date traffic stats still
point to a healthy operating environment for AC. However, Fitch
anticipates AC to be challenged in defending its dominant
positions in its core domestic and U.S. transborder markets as
competition intensifies with WestJet later this year. WJET plans
to expand into AC's turf with the launch of its new regional
airline 'Encore' for express service in Canada and the U.S. in the
second-half, and is also growing in the eastern triangle with
expanded service and cabins reconfigured with premium economy to
attract AC's corporate travelers. In response, AC is also
enhancing its domestic schedule especially to Western Canada and
realigning fleet for gauge optimization, to better compete with
WJET in core markets.

Still, Fitch expects the new capacity coming online in the second-
half to pressure AC's domestic and U.S. transborder segments later
this year. Fitch's base case forecast assumes a decline in the
transborder revenues this year reflecting continued pressure on
yields against a backdrop of relatively low load factors (in the
high-70%). Fitch expects the impact on domestic yields to be less
acute as the planned 2.6% increase in ASMs, based on capacity
guidance from AC and WestJet could still be supportive of a
healthy operating environment as long as demand remains stable.

Outlook For International Solid Despite Execution Risk
The outlook for the international segment remains solid
underpinned by AC's extensive network including Star Alliance
partners and exclusive route rights to several destinations and
continued growth in sixth-freedom traffic up 20% in 2012 and 150%
since 2009. AC is focused on expanding its share of international
markets with several initiatives for its mainline operations and
is also planning to launch rouge, a new low-cost subsidiary
targeted for leisure markets.

MAINLINE: For its mainline, AC is enhancing its service offerings
by revamping its widebody fleet and expanding in Asia. The company
plans to add five new 777-300ERs by February next year, and induct
the 787s starting next year to replace older 767s which are being
transferred to rouge. In addition to the fuel and operating
efficiency, AC's new widebody fleet will feature a new cabin
configuration with industry leading on-board products that are
also expected to enhance the revenue potential of these ships. The
new aircraft will feature three classes of service including
Executive First, a new Premium Economy cabin and Economy in
36/24/298 layout for a total of 458 seats, which is 109 more than
the standard configuration, or about 40% more seats than what
other full-service carriers typically offer. Premium economy
typically generates 1.5x more revenues than standard economy
without utilizing too much space. AC also has made significant
investments to improve the on-board product including full lie-
flat beds in First Class, in-seat audio/video, and power ports in
all cabins. Other investments include an enhancements to its
frequent-flier program (Altitude), Maple Leaf lounges and mobile-
friendly booking and check-in process.

ROUGE: AC expects to commence service with rouge in July 2013 with
two 767-300ERs and two A319s that are being transferred from
mainline with reconfigured all economy cabins. With rouge
management's strategy envisions servicing leisure destinations in
Europe and the Caribbean sun markets, that are either currently
underserved, or do not generate adequate profitability with AC's
existing cost structure. Rouge will be formed as a separate
company with its own operating certificate, labor contracts and
dedicated management team as part of AC's integrated leisure group
including AC's tour operator business.

Fitch is somewhat concerned about this initiative as the concept
of starting an airline within an airline has failed for North
American carriers, including AC (Tango in 2001 and Zip in 2002).
However, with rouge, AC management is looking to replicate Qantas
and Jetstar, which are part of a successful two-brand strategy
with Qantas competing in the premium business market and Jetstar
focusing on leisure markets in Australia. Like AC, Qantas is a
large airline burdened with legacy costs, residing in a home
market that is vast in territory but light in population.
Australia also resembles Canada in that both are high-income
economies rich in natural resources, home to many immigrants and
influenced by a stable currency.

The execution risk is mitigated by rouge's experienced leadership
at the helm, and the business plan which includes several of the
key factors that made Qantas successful in launching Jetstar.
Specifically, similar to JetStar/Qantas, rouge/AC will be an
independent operation but with a holistic approach, and feature
different brands targeting different customers which limits
mainline traffic cannibalization. Importantly rouge will have
separate pilot and crew agreements which enables AC to serve
popular leisure destinations at a much lower cost, which was the
key ingredient missing in previous efforts by AC and U.S.
carriers. With a fleet of 10 aircraft by year-end 2013, rouge will
provide immediate international growth opportunities at a higher
margin while AC awaits the arrival of its 787s in 2014 which is
expected to further enhance AC's international growth plans for
its mainline operations, along with its 777 fleet. Over time,
depending on demand, Rouge may operate up to 20 767-300ERs and 30
A319s, for a total of 50 aircraft.

Overall, Fitch views AC's strategic focus on international routes
as a positive ratings factor as they offer higher revenue
potential and play to the carrier's strength given its extensive
route structure, as long as management can execute on rouge as
planned.

Operating Earnings Expected to Improve
AC is moving in the right direction with regards to lowering its
legacy costs, but the competitive and demand environment will
ultimately dictate whether AC can leverage a lower cost base to
drive higher profitability. WJET has clear intentions on competing
with price, but if the demand environment remains strong, the
impact on yields would not be as severe as Fitch's base case
projections. Fitch also expects the unit cost differential between
AC and WJET, which used to be substantial at roughly 50%, to
continue to narrow from 29% currently to the high-teens going
forward. While this cost-convergence (Fitch's fourth 'C') is
encouraging for AC's profitability outlook, it still lags the
convergence between LCCs and legacy carriers in the U.S. in recent
years, and still reflects one of the highest cost structures for
North American carriers. The outlook for international remains
promising but could have some operational risk with rouge. Taken
together, Fitch expects modest increase in operating earnings and
profitability this year, but could grow substantially next year if
AC is able to successfully execute on its plan, with operating
margins approaching mid-single digits.

Adequate Liquidity and Limited Financial Flexibility
AC's total liquidity position has improved since the credit crisis
with unrestricted cash maintained at or above 17% (as a percentage
of revenues) over the last three years. FCF has also been positive
during this period but more reflective of the significant pullback
in the capital expenditures. Fitch expects AC's liquidity to
remain adequate at or above management's 15% threshold over the
next two years but also assumes a heavy reliance on external
sources of capital as FCF is expected to turn negative due to
higher capex. In addition to cash pension contributions, AC also
faces looming maturities in 2015-2016 when C$1.1 billion of its
high-yield come due. However, the company may look to address its
upcoming debt towers later this year when the call premium of its
high-yield notes steps down, well ahead of scheduled maturity.

AC's entrance into the EETC market is expected to diversify the
company's aircraft financing that have historically been provided
by the bank and ECA markets. Fitch expects AC to successfully
execute its debut EETC issuance now that Canada has adopted Cape
Town Convention with all the qualifying declarations that provides
credit protection similar to Section 1110, and the inclusion of
high-quality Tier 1 collateral, which should set the stage for
subsequent issuance for its remaining order book. AC also has
backstop financing from Boeing for its 31 of its 37 787
deliveries, and access to Ex-Im bank financing. Fitch also expects
AC to explore replacement for its narrowbody fleet, especially for
the A319s that are earmarked for rouge.

Similar to most leveraged peers, AC has very few unencumbered
assets limiting the carrier's financial flexibility in a potential
downturn. Furthermore, AC has already monetized several parts of
its business including Jazz, its regional subsidiary, Aveos, its
maintenance unit and most importantly Altitude (formerly called
Aeroplan), its frequent-flier program recognition (FFP). While the
asset sales helped AC shore up liquidity and fund capex, it leaves
little value in the company other than its mainline fleet. As
noted in Fitch's Airline Sector Credit Factors report, an
airline's FFP is considered a storehouse of value for an airline
company. Although initiated to encourage travel and inspire
loyalty, FFPs have now become a lucrative source of revenues
(selling miles is more profitable than selling tickets). They also
anchor strategic partnerships with strong financial institutions,
which could become a potential source of liquidity as evidenced in
the forward mile sales for all the U.S. network carriers during
the depths of the credit crisis in 2008. AC does not have this
option anymore but maintains strong strategic ties with Aimia, the
company that currently owns AC's FFP.

Debt Levels Remain Elevated but Leverage Expected to Improve
AC has been steadily reducing balance sheet debt since the credit
crisis, with total balance sheet debt declining to C$4 billion by
year-end 2012 from C$5.3 billion at the end of 2008. AC's
leverage, measured as lease adjusted debt/EBITDAR, has also
meaningfully improved from 10.3x at the peak of the crisis to 5.2x
at year-end 2012, reflecting both debt reduction and improved
earnings. Although management intends to pay down scheduled
maturities, the potential refinancing of its high-yield bonds and
entrance into the EETC market is expected to keep debt levels
elevated in coming years. Fitch estimates lease-adjusted leverage
at approximately 5.5x by year-end but could improve by a turn next
year with earnings growth. Notably, leverage remains below 8x in
Fitch's stress case scenario which assumes a draconian downturn
with $100 crude which is high for the ratings, but below peak
leverage during the credit crisis, reflecting the company's
improved business and financial profile.

RATING SENSITIVITIES
The Rating Outlook is Positive reflecting Fitch's expectations AC
to grow into sustainable profitability during a period of
significant capital expenditure, and higher debt levels as it
enters the EETC market.

A positive rating action could result if:

-- Domestic and U.S. Transborder segments perform better than
   Fitch's expectations, curbing potential share losses to WJET.

-- Higher earnings and profitability leads to positive FCF despite
   higher capex and/or lower leverage in the 4.0-4.5x range.

A negative rating action could result if:

-- Domestic and U.S. Transborder segments perform worse than
   Fitch's expectations leading to significant earnings and margin
   erosion.

-- FCF and leverage is worse than Fitch's expectations due to weak
   earnings.

Fitch has assigned the following ratings to Air Canada:

-- Long-term IDR 'B';
-- Senior secured first-lien debt 'BB/RR1'';
-- Senior secured second-lien debt 'BB-/RR2'.

The Rating Outlook is Positive.


AMERICAN AIRLINES: Parties Differ on Stand in Make-Whole Issue
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. and holders of $1.32 billion in aircraft
bonds take different approaches to what's important in a quickly-
evolving appeal about the bondholders' right to a make-whole
premium on early debt repayment.

The report recounts that bondholders are appealing because the
bankruptcy court ruled in January that the debt could be repaid
without the make-whole.  AMR intends to refinance the debt at
today's lower interest rates and save $200 million by selling a
new issue of $1.5 billion in enhanced equipment trust
certificates.  The loans being paid early call for interest at
rates between 8.6 percent and 13 percent.  AMR said the new debt
will bear interest comparable to the 4 percent to 4.75 percent
rates other major airlines recently negotiated.

According to the report, in papers filed last week with the U.S.
Court of Appeals in Manhattan, the bondholders pointed to Section
1110 of the U.S. Bankruptcy Code, which required the parent of
American Airlines Inc. to perform "all obligations" under the loan
documents as a condition to retaining the aircraft.  The
bondholders interpret those words to mean the airline must abide
by provisions requiring payment of the make-whole premium.

In its brief filed this week, AMR relies most heavily on the loan
documents themselves, which say there is no make-whole owing when
there is a default resulting from bankruptcy.  Where the
bondholders contend Section 1110 in effect reinstates the make-
whole, AMR argues that the section "does not negate bankruptcy
defaults" and doesn't "deaccelerate a prior acceleration of the
loan."

The bondholders, represented by indenture trustee US Bank NA, will
file their last papers next week.  The appeals court will hear
arguments during the week of June 17.

                     About American Airlines

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

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

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

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

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


ANDERSON NEWS: Time Fails in Sanctions Bid Over Disputed Meeting
----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
federal judge on Tuesday refused to award sanctions against
Anderson News LLC despite allegations from Time Inc. and others
accused of sinking the defunct magazine wholesaler that Anderson
fabricated the occurrence of a conspiratorial meeting in a court
filing.

According to the report, U.S. District Judge Paul A. Crotty said
even if the allegations surrounding that meeting prove to be
false, they are not, at this point in the case, objectively
unreasonable and therefore are allowed to stand.

                        About Anderson News

Anderson News LLC was a sales and marketing company for books and
magazines.  Anderson News ceased doing business in February 2009,
and was the subject of an involuntary Chapter 7 petition filed by
certain of its creditors (Bankr. D. Del. Case No. 09-10695) on
March 2, 2009.  The publishing companies claimed that Anderson
News owes them a combined $37.5 million.  An order for relief was
entered on Dec. 30, 2009, and the bankruptcy case was converted
from one under Chapter 7 to one under Chapter 11 on the same day.


AMERICAN AIRLINES: Antitrust Deals With Orbitz, Travelport OK'd
---------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge on Tuesday approved AMR Corp.'s antitrust
settlements with Orbitz Worldwide Inc. and airfare distributor
Travelport Ltd., ending the companies' two-year battle over online
travel pricing and booking.

According to the report, at a court hearing Tuesday, U.S.
Bankruptcy Judge Sean H. Lane gave his go-ahead for the deals,
which include financial terms that were not made public.

Both agreements resolve litigation between American Airlines and
the travel agencies, which the airline accused of monopolizing how
fares and flights are distributed to travel agents.  The
litigation is pending in a federal court in Texas.

Under the agreement with Travelport, American Airlines will
receive cash payments from the travel agency.  The deal also
resolves the litigation filed by the agency against the airline
in the Circuit Court for Cook County, Illinois.

As part of the settlement, American Airlines will take over some
existing agreements with Travelport, which have been revised
recently to improve the distribution of the airline's products.

The settlement agreements are available without charge at:

   http://bankrupt.com/misc/AMR_TravelportSettlement031213.pdf
   http://bankrupt.com/misc/AMR_OrbitzSettlement032913.pdf

                     About American Airlines

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

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

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

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

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


AMERICAN ASSET: Settles Loan Dispute with Bank of America
---------------------------------------------------------
American Asset Corporation has amicably settled a long-running
dispute with lender Bank of America over 10 loans on properties
represented and managed by AAC.  These disputed loans concerned
15% of the diversified commercial real estate portfolio managed
and controlled by AAC.

The agreement between the parties ended the litigation between the
bank and the various borrowers, and resulted in the bank's
issuance of new, five-year non-recourse single asset loans on
market-based terms for the 10 properties involved in the dispute.

The dispute began in 2008 over approximately $130 million in
short-term construction loans and their maturity.  On Tuesday,
April 23, AAC and Bank of America requested that the U.S.
bankruptcy court approve a consensual plan for a five-year
extension and re-issue of these loans.  This plan was approved by
the court the same date.

The plan essentially resulted in the restructuring of the existing
loans into new five-year loans at market rates.  With the
restructuring agreed to and the plan approved by the U.S.
bankruptcy court, AAC ended chapter 11 for these properties as
well as the litigation against the bank.

The loans on the 10 properties in question have continued to
perform well as AAC leased an additional 220,000 square feet
during the past two years.  "The consensual extension settlement
with the bank at par proves the values of the underlying assets
and confirms AAC as the leading private development company in the
Carolinas," said Count Arco, CEO of AAC.

"We're pleased that this has been brought to a positive conclusion
and we have returned these 10 properties to a normal operating
environment," said AAC President Paul Herndon. "The regional
economy in the Carolinas continues to improve and more companies
are moving into the area, creating new jobs and demand for space
in our office and retail developments."

Founded in 1986 by Riprand Graf Arco, AAC is a major commercial
real estate firm operating in the southeastern U.S.


APEX DIGITAL: Effective Date of Plan Occurred on April 17
---------------------------------------------------------
Reorganized Debtor Apex Digital, Inc., informs the U.S. Bankruptcy
Court for the Central District of California that all conditions
to the effectiveness of the Debtor's Amended Chapter 11 Plan
(Dated Feb. 1, 2013), as confirmed by the Bankruptcy Court on
March 28, 2013, has been satisfied or waived, and the Effective
Date of the Plan occurred on April 17, 2013.

According to the Order confirming the Plan, as set forth in the
Ballot Report, Class 1 (Avision Secured Claim) accepted the Plan.
With respect to  Class 3 (General Unsecured Claims), a total of 13
Holders of Class 3 Claims voted on the Plan, and of these holders,
11 of them, asserting a total amount of $31,322,654.76 (99.998% of
total received), voted in favor of the Plan.  Two such holders,
asserting a total of $681.68 (0.002% of total received), voted to
reject the Plan.  Pursuant to Section 1126(c) of the Bankruptcy
Code, Class 3 has accepted the Plan.  All holders of equity
interests voted to accept the Plan.

The Plan, therefore, satisfies Section 1129(a)(8) of the
Bankruptcy Code as to Classes 1, 3 and 4.

The Disclosure Statement Order was entered on Feb. 5, 2013.
According to the Disclosure Statement, Avision Technology Co.
Limited will receive monthly payments of $5,000 for 48 full
calendar months following the Effective Date.  The principal
balance of Avision's allowed secured claim, and any accrued but
unpaid interest, will be fully due and payable on the first day
of the fiftieth (50th) full calendar month following the Effective
Date.

In full settlement and satisfaction of all Class 3 allowed claims,
General Unsecured Creditors will be paid on a pro rata basis from
cash of the Creditors Trust remaining after payment of
administrative and priority claims, and post-confirmation fees and
expenses payable from the Creditors' Trust.

The equity interests in the Debtor will be cancelled to the extent
not held by David Ji.  Following the Effective Date 100% of the
equity interests will be held by David Ji.

A copy of the Confirming Order is available at:

         http://bankrupt.com/misc/apexdigital.doc412.pdf

A copy of the Amended Disclosure Statement is available at:

         http://bankrupt.com/misc/apexdigital.doc361.pdf

                         About Apex Digital

Walnut, California-based Apex Digital, Inc., was a leading
producer and seller of consumer electronic products, including
high-definition LCD televisions, home entertainment media devices,
digital set top boxes and lighting products (e.g., solar powered
lights), which are carried and sold in hundreds of retail outlets
nationwide.

Apex Digital filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44406) on Aug. 17, 2010.  Juliet Y. Oh, Esq., and
Philip A. Gasteier, Esq., at Levene, Neale, Bender, Rankin & Brill
LLP, in Los Angeles, California, represent the Debtor.  In its
schedules, the Debtor disclosed $12.8 million in assets and
$27.1 million in liabilities, as of the Petition
Date.

Ira D. Kharasch, Esq., and Robert M. Saunders, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Los Angeles, California, represent the
Official Committee of Creditors Holding Unsecured Claims.


APEX DIGITAL: Committee Identifies Members of Plan Committee
------------------------------------------------------------
The Official Committee of Creditors Holding Unsecured Claims
appointed in Chapter 11 case of Apex Digital, Inc., informs the
Court of its selection of the following initial members of the
Plan Committee under section I.D.2(e)(i) of the Amended Chapter 11
Plan of Reorganization, as of the Effective Date of the Plan:

     1. Jiangsu Hongtu High Tech Co., Ltd.

     2. MPEG, LA, L.L.C.

     3. Wi-Lan, Inc.

                        About Apex Digital

Walnut, California-based Apex Digital, Inc., was a leading
producer and seller of consumer electronic products, including
high-definition LCD televisions, home entertainment media devices,
digital set top boxes and lighting products (e.g., solar powered
lights), which are carried and sold in hundreds of retail outlets
nationwide.

Apex Digital filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44406) on Aug. 17, 2010.  Juliet Y. Oh, Esq., and
Philip A. Gasteier, Esq., at Levene, Neale, Bender, Rankin & Brill
LLP, in Los Angeles, California, represent the Debtor.  In its
schedules, the Debtor disclosed $12.8 million in assets and
$27.1 million in liabilities, as of the Petition
Date.

Ira D. Kharasch, Esq., and Robert M. Saunders, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Los Angeles, California, represent the
Official Committee of Creditors Holding Unsecured Claims.


APPLEILLINOIS LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: AppleILLINOIS, LLC
        741 Centre View Blvd
        Crestview Hills, KY 41017

Bankruptcy Case No.: 13-20723

Chapter 11 Petition Date: April 22, 2013

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Covington)

Debtor's Counsel: Ellen Arvin Kennedy, Esq.
                  DINSMORE & SHOHL
                  250 West Main Street, Suite 1400
                  Lexington, KY 40507
                  Tel: (859) 425-1020
                  E-mail: dsbankruptcy@dinslaw.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/kyeb13-20723.pdf

The petition was signed by W. Curtis Smith, managing member.


ARTE SENIOR LIVING: Plan Confirmation Hearings Begin
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has ordered
that Arte Senior Living L.L.C.'s First Amended Plan of
Reorganization dated Dec. 11, 2012, as modified by certain non-
adverse modifications on Feb. 25, 2013, is the Debtor's operative
plan of reorganization.

The confirmation of the Debtor's Modified Plan was set for trial
April 25, and today, April 26.

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

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

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

                     About Arte Senior Living

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

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

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

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

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


ATARI INC: In Talks to Sell Off Assets
--------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that the bankrupt
U.S.-based branch of French video game company Atari SA on
Wednesday said it is in talks with potential buyers and
anticipates that an offer will be made to purchase its assets in
the coming weeks.

According to the report, Atari Inc. and its subsidiaries, Atari
Interactive Inc., Humongous Inc. and California US Holdings Inc.,
entered Chapter 11 bankruptcy in New York in January, saying at
the time that they expected to either sell or restructure all or
most of their assets in the next three to four months.

                           About Atari

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

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

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

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

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


ATLANTIC COAST: Amends Merger Agreement with Bond Street
--------------------------------------------------------
Atlantic Coast Financial Corporation said that the definitive
merger agreement with Bond Street Holdings Inc., dated Feb. 25,
2013, has been amended to eliminate the transaction's $2.00 per
share contingency consideration.  Accordingly, the Company's
stockholders will receive upon closing of the transaction the
entire $5.00 per share in cash for each share owned.  The amended
merger agreement was approved by the respective Boards of
Directors of both the Company and Bond Street, a community-
oriented bank holding company with $3.2 billion in total assets
that operates 41 community banking branches along both Florida
coasts and in the Orlando area.

The transaction is expected to close by the end of the second
quarter of 2013, subject to customary closing conditions,
including regulatory approvals and the approval of Company
stockholders.  Upon completion of the merger transaction, Atlantic
Coast Bank will merge into Florida Community Bank, N.A., Bond
Street's banking subsidiary.

Under the previously announced merger agreement, the Company's
stockholders were to receive $5.00 per share in cash for each
common share owned.  Of that amount, $2.00 of the total per share
consideration was to be held in an escrow account and available to
cover losses from stockholder claims for one year or until the
final resolution of those claims, if later.  Under the terms of
the amended agreement, that contingency has been lifted.

Thomas Frankland, president and chief executive officer of the
Company, said, "This amended merger agreement provides our
stockholders with cash payment in full at the time the transaction
closes, eliminating any and all uncertainty about the value
stockholders will receive and the timing of that payment.  It
enables our stockholders to capitalize immediately upon closing on
the compelling value the transaction provides relative to our
stock's recent historical and present trading values and mitigate
their investment's potential exposure given the regulatory
environment in which the Company is now operating.  Simply put, it
provides a transaction for stockholders, our organization and
customers with minimal execution risks compared with the other
strategic alternatives that the Board considered.  It simplifies
the transaction's structure for stockholders and at the same time
addresses the concerns about the transaction raised by certain
dissenting stockholders.  With the escrow requirement now
eliminated in favor of a straightforward cash transaction, we are
confident we are on track to finalize the transaction as planned,
and we look forward to joining with Florida Community Bank to
build an even stronger and more competitive community banking
organization."

Kent Ellert, president and chief executive officer of Florida
Community Bank, said, "We have continued to carefully review all
aspects of the proposed merger with Atlantic Coast Financial
Corporation, and we have become confident that we do not need a
contingency reserve for this transaction.  The proposed
transaction value of this merger transaction - $5.00 all cash per
share payable in full at closing - is $13.1 million.  As announced
on Feb. 26, 2013, the $5.00 per share merger consideration to be
realized by stockholders represents a premium of approximately 49%
to the Company's average stock price of $3.36 over the 10-day
period ended February 25, 2013, and continues to be a premium to
the stock price since that date.  The transaction, in our view, is
win-win for all parties - the stockholders of Atlantic Coast
Financial Corporation, the banking organizations of both Atlantic
Coast Bank and Florida Community Bank, and the customers and
communities we serve.  We look forward to the transaction's
successful completion."

Upon completion of the transaction, Atlantic Coast Bank will merge
into Florida Community Bank, making Florida Community Bank the
fourth largest bank headquartered in Florida, with almost $4
billion in assets and 53 locations along both Florida coasts and
in Southeast Georgia.

                         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.

Atlantic Coast disclosed a net loss of $6.66 million in 2012, as
compared with a net loss of $10.28 million 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.


AVIS BUDGET: Fitch Hikes LT Issuer Default Rating to 'BB-'
----------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR), senior
secured, and senior unsecured ratings of Avis Budget Group, Inc.
(ABG) and its various Fitch-rated subsidiaries following the
completion of its auto rental and fleet leasing peer review. The
Rating Outlook is Stable.

RATING ACTION RATIONALE

The upgrades to the IDR are supported by the strength of ABG's
dual brand strategy, its leading position in the on-airport rental
market and record operating results in 2012. ABG's liquidity
profile is strong given increased EBITDA and operating cash
generation, as well as improved access to the capital markets.
Fitch believes ABG currently has a more flexible business model
than before the last downturn due to its improvements in revenue
and supplier diversity, operating leverage, liquidity and funding.
As a result of the upgrade, Fitch no longer deems it necessary to
assign specific Recovery Ratings to the senior secured and
unsecured debt, as the relative notching of the ratings to the IDR
is reflective of its potential default risk for these classes of
debt.

Rating constraints include cyclicality of the business and its
susceptibility to potential slowdowns in travel volumes, and
reliance on predominantly secured funding. While ABG remains
susceptible to pricing pressures and passenger volumes in air
travel, Fitch believes the company is better equipped to manage
cyclical downturns and maintain positive earnings, barring extreme
disruptions in vehicle prices and suppliers, which would raise
fleet costs beyond levels that cannot be passed on to renters.

The Stable Outlook reflects Fitch's expectation for continued
access to the capital markets through various market cycles,
strong liquidity, consistent operating cash flow generation, and
continued earnings growth in 2013 supported by incremental EBITDA
generation and improved operating leverage.

KEY RATING DRIVERS

Operating Performance
ABG achieved record operating performance in 2012 as net income
grew 25% to $7.4 billion due to substantial growth in the
international segment resulting from the Avis Europe acquisition
in 2011. Adjusted EBITDA for the full year 2012 improved 33% to
$802 million compared to $605 million in 2011 on higher revenues
and lower fleet costs. Fitch expects operating performance will
continue to improve as ABG further benefits from improved
operating leverage resulting from integration of Avis Europe as
well as its recent acquisition of Zipcar, Inc. (ZIP) in March 2013
for $500 million. ABG expects pro forma adjusted EBITDA to be $917
million, assuming $60 million of synergies, $17 million of
adjusted EBITDA from ZIP, and last 12-month ABG adjusted EBITDA of
$840 million. Excluding expected synergies, Fitch expects pro
forma consolidated adjusted EBITDA to range between $742 million
and $842 million based on the company's guidance for standalone
adjusted EBITDA for 2013. Given strong residual values, cost
reduction efforts, improved supplier diversity and expansion of
ancillary revenue products, Fitch believes ABG's earnings
forecasts are achievable.

Liquidity and Funding
Fitch believes ABG's liquidity profile is strong given increased
EBITDA, operating cash generation, and improved capital markets
access. At year-end 2012, the company had $606 million of
unrestricted cash, and nearly $3.4 billion of availability under
its various financing arrangements. During the first quarter of
2013, ABG raised approximately $685 million of corporate debt in
aggregate and increased its European securitization by
approximately $195 million to fund the ZIP acquisition, refinance
existing debt at more attractive terms, and to fund peak seasonal
vehicle purchases.

The company's funding profile is predominantly secured and ABG
remains primarily reliant on secured corporate debt and
securitizations. On a pro forma basis as of Dec. 31, 2012,
vehicle-backed debt of $7.0 billion and secured corporate debt of
$949 million together represent approximately 75% of total long-
term debt. Fitch would view an increase of unsecured debt in ABG's
funding mix positively, as it would add additional flexibility to
the company's overall funding profile.

Capitalization and Leverage
As a function of cash flow leverage, total debt to EBITDA improved
to 3.77x in 2012 compared to 3.83x in 2011. Excluding vehicle debt
and related interest expense as well as noncash vehicle
depreciation, corporate debt to adjusted EBITDA declined to 3.62x
in 2012 compared to 5.30x one-year prior. The improvement in
corporate leverage was driven by a combination of incremental
earnings and lower corporate debt balances through deleveraging.
Balance sheet leverage, as measured by total debt to equity,
improved significantly to 12.83x at year-end 2012 from 21.28x in
2011 due to increased retained earnings during the period.

Given the additional $685 million of corporate debt raises to fund
the ZIP acquisition and refinance existing debt, pro forma
consolidated leverage would range between 4.26x and 4.84x on a
corporate debt to adjusted EBITDA basis. This incorporates Fitch's
expectation for ABG's pro forma adjusted EBITDA projected for
2013, assuming no benefit of expected $60 million of midpoint
synergies. ABG manages its leverage from a corporate leverage
standpoint, net of balance sheet cash. Pro forma consolidated
leverage, net of cash, would range between 3.37x and 3.82x, which
remains consistent with the company's articulated target of
between 3x and 4x. Fitch believes the incremental leverage ABG
undertook to acquire ZIP was reasonable and is neutral to the
company's overall credit profile.

SUBSIDIARY AND AFFILIATED COMPANY RATING DRIVERS AND SENSITIVITIES

Avis Budget Finance PLC and Avis Budget Car Rental LLC are wholly-
owned subsidiaries of ABG. The ratings are aligned with that of
ABG because of the unconditional guarantee provided by ABG and its
various subsidiaries. Therefore, the ratings are sensitive to the
same factors that might drive a change in ABG's IDR.

RATING SENSITIVITIES - IDRS, SENIOR DEBT

Fitch believes that positive ratings momentum is limited in the
near term, although over the longer term, ratings may be
positively influenced by sustained improvements in leverage and
liquidity, maintaining appropriate capitalization, and economic
access to the capital markets. Additionally, ABG's ability to
realize operating synergies from its recent ZIP acquisition and
successfully leverage the brand into stronger earnings performance
over time would also be viewed positively by Fitch.

Conversely, negative rating actions would be driven by material
deterioration in revenue and cash flow generation resulting from a
decline in passenger volumes, rental rates and used car values,
which would impair ABG's access to funding, liquidity, and/or
capitalization. Leverage remaining at materially higher levels,
reduced commitment by management to reduce leverage, or an
inability to generate incremental revenues from ZIP could also
yield negative rating actions.

Fitch has upgraded the following ratings:

Avis Budget Group, Inc.
-- Long-term IDR to 'BB-' from 'B+'.

Avis Budget Car Rental, LLC
-- Long-term IDR to 'BB-' from 'B+';
-- Senior secured debt to 'BBB-' from 'BB+/RR1';
-- Senior unsecured debt to 'BB-' from 'B+/RR4'.

Avis Budget Finance PLC
-- Long-term IDR to 'BB-' from 'B+';
-- Senior unsecured debt to 'BB-' from 'B+/RR4'.

The Rating Outlook is revised to Stable from Positive.


BRIER CREEK: Bank of America Drops Objection to Plan
----------------------------------------------------
Brier Creek Corporate Center Associates Limited Partnership filed
with the U.S. Bankruptcy Court for the Eastern District of North
Carolina a First Amended and Restated Joint Plan of Reorganization
dated April 22, 2013.

Bank of America, N.A., filed an objection to the original version
of the Plan, which was filed Jan. 21, 2013, and the explanatory
disclosure statement, and voted to reject the Plan with respect to
its secured and unsecured claims.

According to papers filed with the Court, no other objections were
filed with respect to the Disclosure Statement or to the Initial
Plan, and no other creditors or equity interest holders voted to
reject the Initial Plan.

        Modifications to Initial Plan as it Pertains to BOA

Subject to the conditions set forth in the Restated Plan, Bank of
America has agreed to withdraw the BOA Objection, change its
ballots from rejection of the Initial Plan to acceptance of the
Plan, and support confirmation of the Plan.

The changes made in the Plan affect only the secured and unsecured
claims of BOA, do not materially or adversely affect the claims of
other creditors or equity interest holders, and do not require an
amendment to the Disclosure Statement or re-balloting by creditors
or equity interest holders to accept or reject the Plan.

Under the First Amended and Restated Joint Plan, the Allowed
Secured Claim of BOA in each Case will be paid in accordance with
the following terms:

Term:           Five years from Effective Date.

Effective Date: May 1, 2013, if the Court confirms the Plan on
                April 23, 2013, but in no event later than June 1,
                2013, if the Court confirms the Plan on May 20,
                2013.

Rate:           Bank's Daily LIBOR plus 425 basis points, with a
                floor of 4.25% and a cap of 5.00%.

Payments,
Other Loan
Terms:          For the first two years after the Effective
                Date, payments will be of interest only, payable
                monthly in arrears and commencing 30 days after
                the Effective Date.

                For the following three years, payments will be
                made on a 30-year amortization schedule.

                All outstanding principal and accrued interest
                will be due and payable in full on or before the
                end of the Term, together with any outstanding
                amounts owed for fees or expenses permitted in the
                Loan Documents.

The complete details pertaining to the modified treatment of the
BOA Loan Documents are found on pages 26 through 30 of the First
Amended and Restated Joint Plan, a copy of which is available at:

         http://bankrupt.com/misc/briercreek.doc424.pdf

                    About Brier Creek Corporate

Brier Creek Corporate Center Associates Limited and eight other
related entities affiliates filed for Chapter 11 protection
(Bankr. E.D.N.C. Lead Case No. 12-01855) on March 9, 2012.  The
Debtors own real property located in Wake County, North Carolina
and Mecklenburg County, North Carolina.  In most instances, the
real property owned by the Debtors consists of land upon which is
constructed commercial or industrial buildings consisting of
office, service or retail space.

The other debtors are Brier Creek Office #4, LLC; Brier Creek
Office #6, LLC; Service Retail at Brier Creek, LLC; Service Retail
at Whitehall II Limited Partnership; Shopton Ridge 30-C, LLC;
Whitehall Corporate Center #4, LLC; Whitehall Corporate Center #5,
LLC; and Whitehall Corporate Center #6, LLC.

Brier Creek is a 106-acre development that is to have 2.8 million
square feet of commercial space.  Whitehall has 146 acres and will
have 4 million square feet on completion.  Brier Creek Corporate
scheduled assets of $19,713,147 and liabilities of $18,086,183.

Judge Stephani W. Humrickhouse oversees the case.  Northen Blue,
LLP, serves as counsel to the Debtors.  C. Richard Rayburn, Jr.
and the firm Rayburn Cooper & Durham, P.A., serve as special
counsel.  Grant Thornton LLP is the accountant.  Bidencope &
Associates was hired as appraiser.  The petitions were signed by
Terry Bradshaw, vice president.

Brier Creek's other affiliated entities are Cary Creek Limited
Partnership; Shopton Ridge Business Park Limited Partnership; AAC
Retail Property Development and Acquisition Fund, LLC; American
Asset Corporation Companies Limited; and American Asset
Corporation. Cary Creek Limited Partnership filed a voluntary
petition on Jan. 3, 2013.  By order entered Jan. 10, 2013, the
bankruptcy case of Cary Creek Limited Partnership was consolidated
with the other debtors' cases and all of the cases are now being
jointly administered for procedural purposes only.


BROOKLYN NAVY: S&P Corrects Rating on Revenue Bonds to 'CCC'
------------------------------------------------------------
Standard & Poor's Ratings Services corrected its issue rating on
US$307 million secured industrial development revenue bonds
(IDRBs) due 2036 by lowering it to 'CCC' and revising its recovery
rating to '4'.  The bonds are issued by the New York City
Industrial Development Agency.  The bonds are on CreditWatch with
developing implications.

Brooklyn Navy Yard Cogeneration Partners L.P. is the obligor of
the IDRBs.  On Dec. 6, 2012, S&P lowered the rating on Brooklyn
Navy's senior secured debt rating to 'CCC' and revised the
recovery rating to '4' due to liquidity and operational issues.
The secured IDRBs are also obligations of Brooklyn Navy Yard
Cogeneration L.P. and should have also been lowered at that time.

RATING LIST

Downgraded, Recovery Revised
                            To                    From

Brooklyn Navy Yard
Cogeneration Partners L.P.

Senior secured IDRB         CCC/Watch Developing  B/Watch Negative
  Recovery rating           4                     3


CAESARS ENTERTAINMENT: To Form New Growth-Oriented Venture
----------------------------------------------------------
Caesars Entertainment Corporation's Board of Directors has
approved the material terms of a strategic transaction intended to
improve the company's capital structure and provide support for
new projects.  As part of the transaction, Caesars will form a new
growth-oriented entity, Caesars Growth Partners, LLC, to be owned
by Caesars and participating Caesars stockholders.  The
transaction is intended to provide capital to allow Caesars to
continue to fund growth opportunities in a less levered and more
flexible vehicle than its existing operating subsidiaries.  In
addition, the transaction will result in a cash infusion into
Caesars Entertainment Operating Company, Inc., from the sale of
certain assets to Growth Partners, while also freeing CEOC from
funding future equity contributions required for certain projects
under development.

"The transaction is an important step in our ongoing efforts to
improve the company's balance sheet and position ourselves to make
strategic investments," said Gary W. Loveman, chairman, president
and chief executive officer of Caesars Entertainment.  "Caesars
Growth Partners and its simple and flexible capital structure
provide us with a vehicle to pursue growth opportunities while
retaining a significant portion of the financial upside associated
with these assets and projects.  The transaction enables us to
raise equity capital at attractive valuations without diluting
stockholders of Caesars and provides Caesars additional cash
liquidity without incurring new debt.  I am pleased that our
Sponsors, TPG and Apollo, have chosen to express their confidence
in our current position and future opportunities through their new
investment."

The operating assets contributed or sold by Caesars will be held
by Growth Partners.  Participating Caesars stockholders, including
the Sponsors, will own their interests in Growth Partners through
Caesars Acquisition Company, a company created to facilitate this
transaction.

In connection with the transactions, Caesars intends to distribute
subscription rights at no charge to Caesars' stockholders on a pro
rata basis. Funds affiliated with Apollo Management, L.P. and TPG
Capital L.P. have advised Caesars that they each intend to invest
$250 million in CAC, though they have not entered into any
agreement to do so.  The consummation of the transaction will be
contingent on that investment from the Sponsors.  The subscription
rights will afford each stockholder of Caesars the right to
acquire for cash at least the same pro rata ownership interest in
CAC as such stockholder holds in Caesars.  The subscription rights
are expected to be transferable by Caesars stockholders.  CAC
could receive approximately $1.2 billion if all subscription
rights are exercised in full.  All stockholders who elect to
invest in CAC, including the Sponsors, will do so on the same
terms.

CAC will use the proceeds from its sale of shares to acquire all
of the voting interests in Growth Partners.  Caesars and its
subsidiaries will contribute to Growth Partners their shares of
Caesars Interactive Entertainment, Inc., and approximately $1.1
billion face value of senior notes issued by CEOC that are held by
a subsidiary of Caesars in exchange for non-voting membership
interests.  Additionally, Growth Partners intends to use proceeds
received from CAC to purchase from a Caesars subsidiary the Planet
Hollywood Resort & Casino in Las Vegas, Caesars' joint venture
interests in a casino under development in Baltimore (Horseshoe
Baltimore) and a financial stake in the management fee stream for
both of those properties.

Caesars and its affiliated companies will continue to manage
Planet Hollywood and Horseshoe Baltimore, allowing these
properties to be part of the Total Rewards network and benefit
from Caesars' shared services operating model.  Caesars and Growth
Partners will have the opportunity to work together to develop
future projects.  Caesars Entertainment's management and
development teams will continue to identify and advance new growth
opportunities.  Caesars will then have the option to pursue these
projects itself or decline the project for itself, after which
Growth Partners may elect or decline to pursue the project.

The relative ownership percentages of each of CAC and Caesars in
Growth Partners will be determined by the amount of cash proceeds
received by CAC, and contributed to Growth Partners, upon the sale
of its shares to holders of the subscription rights.  Caesars is
expected to own at least 57 percent of Growth Partners' economic
interests at closing, and as much as 77 percent, depending on the
amount of proceeds raised by CAC through its sale of shares, and
will receive a call option that allows it to repurchase all of the
economic interest and control of the assets in the future, subject
to certain limitations.  The voting units and non-voting units of
Growth Partners will participate ratably in distributions and will
be identical economically, other than for certain call and
liquidation rights.

The values of the assets to be contributed or sold were evaluated
on Caesars' behalf by a valuation committee comprised of three of
Caesars' independent directors.  The valuation committee received
financial advice from Evercore Partners and legal advice from
Morrison & Foerster LLP.

Mitch Garber, CEO of Caesars Interactive Entertainment, Inc., will
serve as CEO of CAC and continue in his role as CEO of CIE.

The closing of the transactions will be subject to certain
conditions, including entry into definitive documentation, the
receipt of required approvals from applicable gaming and other
regulatory authorities and the receipt of certain bring-down
opinions, and there can be no assurance that such conditions will
be satisfied.

A registration statement under the Securities Act of 1933 relating
to the common shares of CAC has not yet been filed with the
Securities and Exchange Commission.  The subscription rights and
CAC shares may not be sold nor may offers to buy the subscription
rights and CAC shares be accepted prior to the time a registration
statement relating to such rights and shares is filed and becomes
effective.

Additional information can be obtained for free at:

                        http://is.gd/ad6sqE

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  The Company incurred a $823.30 million net
loss in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed $27.99 billion in total assets, $28.32 billion in total
liabilities and a $331.6 million total deficit.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.


CATERPILLAR INC: Fitch Says Weak Mining Spending Still a Challenge
------------------------------------------------------------------
Reduced global demand for mining equipment put a damper on
Caterpillar Inc.'s 1Q13 earnings as the company continues to deal
with weak spending in mining, slowing demand and an inventory
correction, according to Fitch Ratings. Economic uncertainty,
including slower growth in China and ongoing challenges in Europe,
will likely pressure CAT's revenue and margins in the near term.

"We think capital spending by mining companies could be down well
into 2014 as the mining cycle tends to be long, averaging about 7
years," Fitch says.

Other credit concerns include cyclical end markets, excess
industry capacity, competitive pressure in emerging regions, and
CAT's sizable net pension obligation. Free cash flow (FCF) was
negative in 2012, but we estimate FCF will improve in 2013 and
could exceed $2 billion, partly due to inventory reductions and a
possible decline in pension contributions from a high level in
2012.

Fitch believes the company will be able to fund its planned $1
billion of share repurchases while controlling debt levels.
Current ratings incorporate CAT's liquidity, financial
flexibility, strong operating capabilities and low leverage. With
that said, credit could be negatively affected if financial
results are substantially impaired by weak demand in CAT's
machinery end markets; if there is a material decline in the
company's market share in key product lines or geographic regions;
or if aggressive cash deployment results in higher leverage.

CAT reported 1Q revenue of $13.21 billion versus $15.98 billion
recorded during 1Q12. Mining equipment fell 23% and construction
equipment sales declined 17%. The company also cut its 2013 sales
forecast from a range of $60 billion - $68 billion to a range of
$58 billion - $61 billion, citing lower demand for mining
equipment.


CHINA TELETECH: Reports $53,500 Net Income in 2012
--------------------------------------------------
China Teletech Holding, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
net income of US$53,542 on US$26.62 million of sales for the year
ended Dec. 31, 2012, as compared with a net loss of US$348,124 on
US$18.84 million of sales for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed US$2.16
million in total assets, US$1.96 million in total liabilities and
US$197,475 in total stockholders' equity.

WWC, P.C., in San Mateo, 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 substantial losses which raise
substantial doubt about its ability to continue as a going
concern.

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

                         http://is.gd/Mf2ZjT

                        About China Teletech

Tallahassee, Fla.-based China Teletech Holding, Inc., is a
national distributor of prepaid calling cards and integrated
mobile phone handsets and a provider of mobile handset value-added
services.  The Company is an independent qualified corporation
that serves as one of the principal distributors of China Telecom,
China Unicom, and China Mobile products in Guangzhou City.

On June 30, 2012, the Company strategically sold its wholly-owned
subsidiary, Guangzhou Global Telecommunication Company Limited
("GGT"), to a third party.  GGT was engaged in the trading and
distribution of cellular phones and accessories, prepaid calling
cards, and rechargeable store-value cards.


CHRIST HOSPITAL: Files Settlement-Based Chapter 11 Plan
-------------------------------------------------------
Christ Hospital and the Official Committee of Unsecured Creditors
of the Debtor filed with the U.S. Bankruptcy Court on April 22,
2013, a Disclosure Statement for the Plan Proponents' Joint Plan
of orderly liquidation dated April 22, 2013.

According to the Disclosure Statement, the Plan is premised upon a
settlement reached by the Debtor, the Committee and PBGC which was
negotiated subsequent to the Petition Date (the "PBGC
Settlement").

Based upon the PBGC Settlement, the Plan provides that the
proceeds from the liquidation of the Debtor's Assets will be
distributed to Creditors in accordance with the distributive
provisions and priority scheme of the Bankruptcy Code.  The Plan
will be implemented by establishing a Liquidating Trust that will
be administered by the Liquidating Trustee.  On the Effective
Date, the PBGC will be paid $4 million and the Debtor's Assets
will be transferred to the Liquidating Trust for the benefit of
Creditors.  Thereafter, the Liquidating Trustee will be
responsible for liquidating the Assets and making distributions to
Creditors in accordance with the terms of the Plan.

Holders of allowed general unsecured claims will receive, in full
and final satisfaction of its Allowed Class 4 Claim, a Pro Rata
share of the monies to be distributed from the GUC Account on
account of Allowed Class 4 Claims by the Liquidating Trust
(subject to appropriate reserves described in the Plan).

A copy of the Disclosure Statement dated April 22, 2013 is
available at http://bankrupt.com/misc/christhospital.doc1165.pdf

                      Purchaser's Objection

Hudson Hospital Propco, LLC, and Hudson Hospital Opco, LLC
(collectively, the "Purchaser"), objected to the Disclosure
Statement for the Plan Proponents' Joint Plan of Orderly
Liquidation (Docket No. 1110) filed March 15, 2013.

The Purchaser said that portions of the Plan conflict with the
Sale Order, Purchase Agreement and other orders entered by this
Bankruptcy Court, which makes the Plan not confirmable on its face
and therefore the Disclosure Statement cannot be approved.  In
addition, the Purchaser said the Plan is not confirmable as a
matter of law.

A copy of the Purchaser's objection to the Disclosure Statement
for the Plan Proponents' Joint Plan of Orderly Liquidation filed
March 15, 2013, is available at:

       http://bankrupt.com/misc/christhospital.doc1164.pdf

                      About Christ Hospital

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

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

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

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

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


COMPREHENSIVE CARE: Bernard Sherman Held 19.7% Stake at March 15
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Bernard C. Sherman and his affiliates
disclosed that, as of March 15, 2013, they beneficially owned
14,712,500 shares of common stock of Comprehensive Care
Corporation representing 19.75% of the shares outstanding.  Mr.
Sherman previously reported beneficial ownership of
9,112,500 common shares or a 13.33% equity stake as of Nov. 14,
2011.  A copy of the amended regulatory filing is available at:

                         http://is.gd/WwhY1J

                       About Comprehensive Care

Tampa, Fla.-based Comprehensive Care Corporation provides managed
care services in the behavioral health, substance abuse, and
psychotropic pharmacy management fields.

Comprehensive Care disclosed a net loss attributable to common
stockholders of $6.99 million in 2012, as compared with a net loss
attributable to common stockholders of $14.08 million in 2011.
The Company's balance sheet at Dec. 31, 2012, showed $6.12 million
in total assets, $29.06 million in total liabilities and a $22.94
million total stockholders' deficiency.

Mayer Hoffman McCann P.C., in Clearwater, 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 and
has not generated sufficient cash flows from operations to fund
its working capital requirements.  This raises substantial doubt
about the Company's ability to continue as a going concern.


COMPUCOM SYSTEMS: Moody's Rates $580MM Debt B1 & $250MM Debt Caa1
-----------------------------------------------------------------
Moody's Investors Service assigned to CompuCom Systems, Inc. a B2
Corporate Family Rating (CFR), a B2-PD Probability of Default
Rating, and B1 and Caa1 ratings to the company's proposed $580
million of first lien term loans and $250 million of senior
unsecured notes, respectively.

The new debt is being raised in connection with the acquisition of
CompuCom by funds affiliated with Thomas H. Lee Partners (THL) for
a total purchase price of approximately $1.1 billion. THL will
contribute $325 million of new equity and use the net proceeds
from the debt offerings to repay CompuCom's existing credit
facilities and finance the acquisition of CompuCom. The ratings
outlook is stable.

Moody's will withdraw the ratings for CompuCom's existing credit
facilities upon full repayment of debt. The assigned ratings are
subject to review of the final documents.

Ratings Rationale:

CompuCom's B2 CFR reflects its high financial leverage, intensely
competitive markets, and small scale relative to some of the
larger and financially stronger competitors. CompuCom derives a
substantial portion of its revenue from mature segments of the IT
management market which are also intensely competitive and subject
to varying degrees of pricing pressure.

The B2 rating is supported by CompuCom's good market position as a
Tier 2 IT outsourcing services provider and the company's well-
regarded execution capabilities in its core end-user computing and
help desk outsourcing services market in North America. CompuCom's
credit profile benefits from its long-standing relationships with
its key blue-chip customers, good revenue retention rates,
especially after the recession, and good near-term visibility
provided by recurring revenues under multi-year service contracts.
The B2 rating is further supported by Moody's expectations that
CompuCom should generate free cash flow of about 4% to 5% of total
debt in the next 12 to 24 months and that total debt-to-EBITDA
leverage should decline over this period toward 5.0x, from the
high 5x level (Moody's adjusted) at the close of the proposed
transaction. The B2 rating incorporates Moody's expectations that
CompuCom's EBITDA and free cash flow will increase driven by
organic revenue growth and $20 million of annual cost savings
targeted by the management through year-end 2014.

CompuCom's liquidity is considered adequate reflecting Moody's
expectation for positive free cash flow over the next year and
access to funds under a 5-year $150 million receivables
securitization facility.

The stable outlook is based on expectations that CompuCom's EBITDA
should increase year-over-year and the company should produce free
cash flow of about 4% to 5% of total debt in the next 12 to 24
months.

Moody's could downgrade CompuCom's ratings if liquidity becomes
weak, profitability deteriorates, or free cash flow falls to the
low single digit percentages of total debt for a protracted period
of time. The ratings could also be downgraded if CompuCom's total
debt/EBITDA ratio does not decline toward 5.0x or anticipated cost
savings are not realized in a timely manner resulting in a slower-
than-expected deleveraging.

A ratings upgrade is unlikely in the near-to-intermediate term
given CompuCom's high leverage and Moody's expectations that
CompuCom's financial policies will remain aggressive under its
financial sponsors. Over time, Moody's could raise CompuCom's
ratings if the company maintains organic revenue growth rates,
improves profitability, and if Moody's believes that the company
could sustain total debt-to-EBITDA of less than 4.0x and free cash
flow in the high single digit percentages of its total debt.

Moody's has assigned the following ratings:

Issuer: CompuCom Systems, Inc. (New)

  Corporate Family Rating -- B2

  Probability of Default Rating -- B2-PD

  $580 million First Lien Senior Secured Term Loan due May 2020
  -- Assigned, B1, LGD3 (32%)

  $250 million Senior Unsecured Notes due 2021 -- Assigned, Caa1,
  LGD5 (81%)

Outlook -- Stable

The following ratings will be withdrawn:

Issuer: CompuCom Systems, Inc. (Old)

  Corporate Family Rating -- B2

  Probability of Default Rating -- B2-PD

  $470 million First Lien Senior Secured Term Loan due 2018 --
  B1, LGD3 (33%)

  $165 million Second Lien Senior Secured Term Loan due 2019 --
  B3, LGD5 (77%)

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

Headquartered in Dallas, Texas, CompuCom Systems, Inc. provides IT
product procurement and outsourcing services to enterprise
customers. CompuCom reported $1.4 billion in revenue in 2012.


COMPUCOM SYSTEMS: S&P Lowers Corp. Credit Rating to 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas-based CompuCom Systems Inc. to 'B' from 'B+'.
The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed $580 million senior
secured term loan maturing in 2020.  The '3' recovery rating
indicates S&P's expectations for meaningful (50% to 70%) recovery
for lenders in the event of a payment default.  S&P also assigned
its 'CCC+' issue-level rating and '6' recovery rating to the
company's proposed $250 million senior unsecured notes maturing
in 2021.  The '6' recovery rating indicates S&P's expectations for
negligible (0% to 10%) recovery for lenders in the event of a
payment default.  The company intends to use the new debt
proceeds, along with T.H. Lee and management equity contributions,
to refinance its existing debt and to pay approximately
$465 million to selling shareholders.  S&P will withdraw the
ratings on the existing debt once the proposed transaction funds
and closes.

"The downgrade reflects our view that CompuCom will have a 'highly
leveraged' financial profile following the proposed transactions,
with adjusted debt to EBITDA of about 6x," said Standard & Poor's
credit analyst Martha Toll-Reed.  The ratings on CompuCom reflect
Standard & Poor's Ratings Services' view that the company now has
a "highly leveraged" financial profile, a revision from
"aggressive," and a "weak" business profile.  Nevertheless, S&P
expects the current rating will be supported by moderate revenue
growth and an improving business mix of higher margin services.

CompuCom helps companies plan, implement, and manage multivendor,
industry-standard computing environments.  Services include
deployment of hardware and software, end-user support, network
monitoring, and consulting services.  CompuCom's weak business
profile reflects its smaller scale and preponderance of lower-
margin services compared with larger competitors, limited
geographic diversity, and exposure to potential economic weakness.
A significant base of contractually recurring revenues and ongoing
expansion into higher margin services partially offsets those
factors.

The outlook is stable, reflecting S&P's expectation that growth in
service revenues will support consistent profitability and modest
leverage reduction in the next year.  Rating upside is currently
limited by the company's highly leveraged financial profile.
However if sustained revenue and EBITDA growth lead to leverage
levels below 5x, S&P could raise the rating.  Although not
currently expected, if competitive pressure or lack of management
execution leads to a decline in EBITDA, with leverage in excess of
7x, S&P could lower the rating.


DETROIT, MI: Moody's Says Bankruptcy Could Mean Further Downgrades
------------------------------------------------------------------
Reuters reported that Detroit's already low credit ratings could
sink further if the city is allowed to file for bankruptcy,
Moody's Investors Service said on Wednesday.

According to the Reuters report, the credit rating agency said a
decision by the city's state-appointed emergency manager and
Michigan's governor to authorize a Chapter 9 municipal bankruptcy
filing would lead to a restructuring of Detroit's debt that could
reduce or delay payments on its outstanding bonds.

Reuters related that Moody's, which rates Detroit's general
obligation debt deep in the junk category at Caa1 with a negative
outlook, also said Detroit could be pushed into bankruptcy if
interest rate swap agreements are terminated. While the
termination of those agreements has already been triggered,
negotiations are ongoing with the swap providers. A termination
could cost the city as much as $440 million, or about 22 percent
of its annual operating budget.

Legal challenges to a 2012 Michigan law governing fiscally
stressed local governments and the emergency managers that run
them could derail attempts to improve Detroit's sagging finances,
Moody's said, Reuters cited.  That law also provides a path to
federal bankruptcy court if the move is recommended by the
emergency manager and authorized by the governor.

"Any delays or reductions to the financial restructuring plan
could further weaken overall credit quality and may also
accelerate a potential bankruptcy filing or default on debt
obligations by the city," Moody's said in a report, Reuters
quoted.

Kevyn Orr, a bankruptcy attorney who took over Detroit as its
emergency manager on March 25, is required to present a financial
and operating plan to the Michigan Treasurer next month, Reuters
also related.

"Any potential rating action will weigh the details of the plan
and its effectiveness upon implementation," Moody's said, Reuters
further quoted.

Both Orr and Governor Rick Snyder have said talks with creditors,
including bondholders, were needed to help solve Detroit's fiscal
mess, which mushroomed as the city's population dropped along with
its revenue, the report said. The city council last week approved
a contract with Orr's former law firm, Jones Day, as restructuring
counsel.

Detroit, Reuters noted, has about $2.4 billion of outstanding GO
debt, $6 billion of water and sewer revenue bonds, and unfunded
liabilities of $6 billion for retiree healthcare and $650 million
for pensions, according to a March report from the mayor's office.

Moody's said the city has sufficient cash to make a $31.6 million
debt service payment on its general obligation debt due May 1 and
a $39.7 million payment on its pension debt on June 15, Reuters
said. But the city must craft a new budget for fiscal 2014, which
begins July 1, and it faces subsequent debt payments in October,
November and December totaling $43.2 million, according to the
rating agency.


CORUS BANKSHARES: District Court Narrows Suit Against CEO, Others
-----------------------------------------------------------------
Salvatore Barbatano, the Litigation Trustee in the Chapter 11
bankruptcy of Corus Bankshares, Inc., brought a six-count
complaint in bankruptcy court alleging that Robert Glickman, the
CEO and a director of CBI, and Tim Taylor, CBI's chief financial
officer, breached various fiduciary duties they owed to CBI and
violated the National Bank Act, 12 U.S.C. Sec. 21 et seq.; the
complaint also asserts a claim against Mr. Glickman for money had
and received.  The Defendants filed a motion to withdraw the
reference, which the District Court granted.  The Defendants now
move to dismiss the complaint under Federal Rule of Civil
Procedure 12(b)(6).

On Tuesday, District Judge Gary Feinerman granted the Defendants'
motion.  Counts I, III, V, and VI of the complaint are dismissed
with prejudice, while Counts II and IV are dismissed without
prejudice and with leave to replead.  Judge Feinerman gave the
Trustee until May 15, 2013, to file an amended complaint; if an
amended complaint is filed, the Defendants will have until June 5,
2013 to answer or otherwise plead.

The case is, Court's SALVATORE A. BARBATANO, not individually but
as Litigation Trustee, Plaintiff, v. ROBERT GLICKMAN and TIM
TAYLOR, Defendants, No. 12 C 9639 (N.D. Ill.).  A copy of the
Court's April 23, 2013 Memorandum Opinion and Order is available
at http://is.gd/gpm5Nlfrom Leagle.com.

                       About Corus Bankshares

Chicago, Illinois-based Corus Bankshares, Inc., is a bank holding
company.  Its lone operating unit, Corus Bank, N.A., was closed
on Sept. 11, 2009, by regulators, and the Federal Deposit
Insurance Corporation was named receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Chicago-based MB Financial Bank, National
Association, to assume all of the deposits of Corus Bank.

Corus Bankshares sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 10-26881) on June 15, 2010, disclosing $314,145,828 in
assets and $532,938,418 in liabilities as of the Chapter 11
filing.

Kirkland & Ellis LLP's James H.M. Sprayregen, Esq., David R.
Seligman, Esq., and Jeffrey W. Gettleman, Esq., serve as the
Debtor's bankruptcy counsel.  Kinetic Advisors is the Company's
restructuring advisor.  Plante & Moran is the Company's auditor
and accountant.  Kilpatrick Stockton LLP's Todd Meyers, Esq., and
Sameer Kapoor, Esq.; and Neal Gerber & Eisenberg LLP's Mark
Berkoff, Esq., Deborah Gutfeld, Esq., and Nicholas M. Miller,
Esq., represent the official committee of unsecured creditors.

Corus Bankshares' Third Amended Plan of Reorganization has been
declared effective, and the Company emerged from Chapter 11
protection.  The Court confirmed the Plan on Sept. 27, 2011.


DEWEY & LEBOEUF: Ex-Chairman Agrees to Settle Claims
----------------------------------------------------
Casey Sullivan, writing for Reuters, reported that the former
chairman of Dewey & LeBoeuf has agreed to pay more than half a
million dollars in a proposed settlement with Dewey's trustee and
insurer to resolve claims that bad management led to the law
firm's demise, according to papers filed in federal bankruptcy
court.

According to the Reuters report, former Dewey Chairman Steve Davis
has agreed to pay $511,145 to settle claims that he mismanaged
Dewey & LeBoeuf, which last May became the largest law firm in
U.S. history to file for Chapter 11 bankruptcy.  XL Specialty
Insurance Co, which issued Dewey's management liability insurance
policy, has agreed to pay $19 million in the proposed settlement,
according to court documents.

If the settlement is approved, Davis would pay less than other
former Dewey partners to be released from claims related to the
firm's demise, the Reuters report said.

"He got off easy," John Altorelli, a former Dewey partner who is
now co-chair of DLA Piper's U.S. Finance practice, told Reuters.

Davis' half a million dollar settlement with the estate was
negotiated during mediation between creditors, XL Insurance and
Davis that was conducted by Jed Melnick of JAMS earlier this year,
according to court papers, Reuters related. Melnick declined
comment.

"The Settlement Agreement is a substantially more favorable result
than litigation," said Edward Weisfelner, speaking on behalf of
the liquidation trustee Alan Jacobs, in court papers, Reuters
cited.

Reuters said that without a settlement, Dewey's estate would face
large litigation expenses to go after Davis and the insurance
company in court, as well as the risk of not collecting a full
recovery from the parties.

"Litigation of the Management Claims would require extensive
discovery, including millions of pages of documents to review and
over 100 depositions," Weisfelner said, Reuters further cited.

The settlement agreement still needs a judge's approval. A hearing
on the proposed deal is scheduled for May 13.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DEX ONE: Has Final OK of Equity Trading Restrictions
----------------------------------------------------
Judge Kevin Gross issued a final order approving certain
notification and hearing procedures related to transfers of equity
securities of Dex One Corp., et al.

The procedures are designed to limit trading of equity securities
as the Debtors previously asserted that certain transfers of these
securities may trigger an "ownership change" for Internal Revenue
Code purposes, which can affect their ability to utilize net
operating losses.  The Debtors specify that they have
approximately $1.0 billion NOLs as of the Petition Date ? which
they anticipate will generate up to $400 million in cash savings
from reduced taxes considering an assumed effective tax rate of
40% for the combined post-emergence company.

As reported by The Troubled Company Reporter on April 4, 2013, the
procedures relating to the equity security transfers, among other
things, provide that (i) an entity that had or has beneficial
ownership of 4.5% or more of the Equity Securities up to three
years before the Petition Date must serve and file a Declaration
of Substantial Shareholder; (ii) parties to an equity security
transfer transaction must serve and file a Declaration of Proposed
Transfer; and (iii) the Debtors have 14 calendar days after
receipt of a Declaration of Proposed Transfer to object to the
proposed transaction.  Any transfer of the Equity Securities in
violation of the Procedures will be null and void ab initio.

                          About Dex One

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

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

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

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

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


DEX ONE: Gets Final OK to Continue Current Investment Practices
---------------------------------------------------------------
Dex One Corp. and its debtor affiliates obtained a final court
order authorizing the use of their existing cash management
system, honor certain prepetition obligations; continue to invest
funds under current investment practices; and maintain existing
business forms.

The Debtors have also been given final authority by the court to
pay on a timely basis all undisputed invoices for postpetition
utility services provided by their utility providers.  They are to
maintain an Adequate Assurance Account -- which should have a
minimum balance of $270,000 -- for the purpose of providing each
Utility Provider adequate assurance of payment of its postpetition
utility services.

Moreover, absent further court order, all of the Debtors' Utility
Providers are prohibited from altering or discontinuing utility
services to the Debtors on account of the commencement of the
Chapter 11 cases or any unpaid prepetition charges.

Any Utility Provider desiring additional assurances of payment
must submit an additional assurance request.

                          About Dex One

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

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

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

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

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


EAGLE RECYCLING: Meeting to Form Creditors' Panel on May 6
----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on May 6, 2013, at 11:00 a.m. in
the bankruptcy cases of Eagle Recycling Systems, Inc. (13-18412)
and Lieze Associates, Inc. dba Eagle Recycling of NJ (13-18413).
The meeting will be held at:

         United States Trustee's Office
         One Newark Center
         1085 Raymond Blvd.
         21st Floor, Room 2106
         Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

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


EDISON MISSION: ELPC Has Green Light to Pursue Regulatory Action
----------------------------------------------------------------
Judge Jacqueline P. Cox of the U.S. Bankruptcy Court for the
Northern District of Illinois has granted the Environmental Law
and Policy Center's motion for relief from the automatic stay to
continue a regulatory action against debtor Midwest Generation LLC
(MWG) pending before the Illinois Pollution Control Board.  The
motion is granted to the limited purpose of adjudicating MWG's
motion to dismiss.

As reported in the Troubled Company Reporter on March 19, 2013,
the Environmental Law and Policy Center (ELPC) requests that the
Bankruptcy Court enter an order granting relief from the automatic
stay to continue a regulatory action against debtor Midwest
Generation LLC (MWG) pending before the Illinois Pollution Control
Board.

                       About Edison Mission

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

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

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

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

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

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

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

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


ELITE PHARMACEUTICALS: Gets $10MM Commitment From Lincoln Park
--------------------------------------------------------------
Elite Pharmaceuticals, Inc., has entered into a $10 million common
stock purchase agreement with Lincoln Park Capital Fund, LLC, a
Chicago-based institutional investor.  The Company has agreed to
file a registration statement with the U.S. Securities & Exchange
Commission covering the shares that may be issued to Lincoln Park
Capital under the terms of the common stock purchase agreement.
After the SEC has declared the registration statement related to
the transaction effective, the Company has the right, at its sole
discretion over a period of three years to sell up to $10 million
of its common stock to LPC under the terms set forth in the
agreement.  Proceeds from the transaction will be used to develop
the Company's pipeline of products, including the abuse resistant
opioids, and for general corporate purposes.

Commenting on the new financing, Elite's Chairman and CEO, Jerry
Treppel said, "We are pleased to have Lincoln Park as an investor
in Elite.  Since the fall of 2011, Elite has demonstrated its
ability to add new products, having eight new products approved or
launched since then.  We intend to use some of the proceeds from
this financing to help develop and advance our pipeline of
products, including the abuse resistant opioids."

Under the terms of the agreement, there are no upper limits to the
price that LPC may pay to purchase Elite's common stock.  Elite
will control the timing and the amount of shares to be sold.  LPC
has no right to require any sales and is obligated to purchase
common stock as directed by Elite.  Under the terms of the
agreement, LPC has agreed not to cause or engage in any manner
whatsoever, any direct or indirect short selling or hedging of
Elite's shares of common stock.  In consideration for entering
into the agreement, Elite has issued shares of common stock to LPC
as a commitment fee and will issue additional commitment fee
shares in proportion to the amount of shares purchased by LPC
under the agreement.

Additional details regarding the financing are included in a
Current Report on Form 8-K filed with the Securities and Exchange
Commission, a copy of which is available at http://is.gd/H0iHd9

                   About Elite Pharmaceuticals

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

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

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

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


FUNCTIONAL TECHNOLOGIES: Files Bankruptcy Proposal Notice
---------------------------------------------------------
Functional Technologies Corp. on April 25 disclosed that it has
filed a notice of intention to make a proposal to its creditors
under the Canada Bankruptcy and Insolvency Act.  This process has
been initiated because the Company is currently unable to meet its
obligations to its secured and unsecured creditors.  The Company's
intent in filing the Notice, and later the proposal, is to seek to
restructure its affairs and make an arrangement with its creditors
in order to carry on its business.  As a consequence of the filing
of the Notice, all of the Company's creditors are automatically
stayed from taking any proceedings against the Company or its
assets for an initial period of thirty days.

                About Functional Technologies Corp.

Functional Technologies (OTCQX:FEBTF) --
http://www.functionaltechcorp.com-- develops and commercializes
proprietary, advanced yeast-based solutions to significant
challenges in the food, beverage and healthcare industries.  The
head office and R&D operations for Functional Technologies are
based in Vancouver, BC, Canada.


GMX RESOURCES: Creditors Object to $2 Million Banker's Fee
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the GMX Resources Inc. creditors' committee sees no
reason for paying a $2 million "restructuring" fee to Jefferies
LLC when a sale of the Oklahoma City-based oil and gas exploration
and production company was baked in the cake before bankruptcy.

GMX filed under Chapter 11 with a deal to sell the business to
secured lenders in exchange for $324.3 million in first-lien
notes.  The company simultaneously filed papers to hire Jefferies
as investment banker for a $125,000 monthly fee and an additional
$2 million if the company is sold or reorganized.

According to the report, the official committee filed papers this
week opposing the fee and contending that it "provides no
incentive for Jefferies to maximize any sale price."  As it
stands, the business will be sold, leaving behind only $250,000 to
clean up the Chapter 11 case, the committee said.

                      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. 13-11456) 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.

The DIP financing provided by senior noteholders requires court
approval of a sale within 75 days following approval of sale
procedures. The lenders and principal senior noteholders include
Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors
Inc. and Whitebox Advisors LLC.


GSC GROUP: Kaye Scholer Deal Withdrawn
--------------------------------------
Nick Brown, writing for Reuters, reports that law firm Kaye
Scholer and the Justice Department appeared to be working on a
resolution on Wednesday over alleged conflicts of interest during
GSC Group Inc.'s bankruptcy.  The department filed court papers on
Wednesday afternoon dropping its claims against Kaye Scholer and
announcing a new settlement, after creditor outrage had derailed a
resolution last week.  But in an unusual move, the department
later withdrew the filing without explanation, Reuters continues.
Spokeswomen for both the department and the law firm did not
respond to inquiries about the retraction.

The settlement would have required Kaye Scholer to waive $1.5
million in attorney fees in the GSC Group case and have a special
committee sign off on representations to the court in applications
to work on future bankruptcy cases.

Reuters recounts the U.S. Trustee has accused Kaye Scholer, GSC's
financial adviser Capstone, and restructuring officer Robert Manzo
of violating bankruptcy rules governing disclosures and fee
arrangements.  Lender Black Diamond Capital has demanded
sanctions.

Reuters says if the settlements cannot be worked out consensually,
the matter could wind up going to trial before Judge Shelley
Chapman in U.S. Bankruptcy Court in New York.

Reuters relates lawyers for Capstone and Mr. Manzo did not respond
to requests for comment on Wednesday.

                         About GSC Group

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

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

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

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

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

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

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


HANDY HARDWARE: Looking for New Chief Executive, President
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Handy Hardware Wholesale Inc. currently is without a
chief executive officer.  Anyone interested in taking on the chore
of working out a reorganization plan should contact Lucas
Associates Inc., the executive search firm being retained to find
a new CEO.

According to the report, the company is intent on using Chapter 11
to restructure about $25 million in secured debt owing to Capital
One Bank USA NA. Other liabilities include $14.6 million owing on
a revolving credit with Wells Fargo Bank NA.  The Capital One debt
is secured by equipment along with warehouses in Houston and
Meridian, Mississippi.  The Mississippi warehouse was closed.

                       About Handy Hardware

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

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

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

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

Wells Fargo is providing a $30 million revolving credit to finance
operations in Chapter 11.


HOSTESS BRANDS: Buyer to Re-Launch Emporia Bakery
-------------------------------------------------
Hostess Brands, LLC, a new company and employer under new
ownership, on April 25 announced plans to expand and re-launch its
bakery in Emporia, Kansas.  The Company will initially add 250
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 1525 Industrial Road in Emporia, 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 Emporia 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.  "I am delighted with the progress we have made upgrading
the Emporia facility since we acquired Hostess," said Dean
Metropoulos, the Chairman and Chief Executive Officer of Hostess.
"We have expanded the bakery's capacity significantly, which will
result in meaningful job growth in the Emporia community and
ultimately help us achieve our goal of bringing Hostess products
back to the shelves for our customers as quickly as possible.  The
state of Kansas and city of Emporia have been extremely helpful
throughout the redevelopment process, and we want to thank them
for their assistance with this project in particular and for their
long-standing support of Hostess."

"I am thrilled that the re-launch of the Emporia factory will
result in the creation of hundreds of jobs," said Kansas Commerce
Secretary Pat George.  "Kansas has created an attractive business
environment that helps companies invest in the state and hire a
significant number of Kansas workers."

"The city is delighted that the new owners of Hostess Brands are
resuming production at the Emporia plant," said Mayor Bobbi
Mlynar, who helped lead the cooperative effort to keep the local
plant open.  "Making the best snack cakes in the world is
something that Emporia-area workers know how to do well and are
eager to resume doing.  The plant has been a major employer here
for almost 50 years, providing significant support to our economy,
as well as being a good corporate citizen in our community.  We
look forward to the same type of relationship with the new
owners."

"The Emporia community is excited to officially welcome back
Hostess Brands," said Chair Jon Geitz of the Regional Development
Association of East Central Kansas ("RDA") and Vice-Mayor of the
city of Emporia.  "The RDA in collaboration with community leaders
worked diligently over the past 15 months to ensure a positive
outcome after the bankruptcy was announced.  Once again, Emporia
has earned its reputation as a community that speaks with one
voice."

Hostess is seeking motivated, energetic and team-oriented
candidates for a variety of positions at our Emporia facility as
we bring Hostess products back to American consumers.  Applicants
interested in joining the Company can apply at the KANSASWORKS
office at 1622 Industrial Road in Emporia, Kansas (Flint Hills
Mall) or online at www.the-arnold-group.com.  Applicants can also
visit jobs.hbnewco.com or call Hostess at (816) 701-4600 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.


HOWREY LLP: Avoids Suits as Deal with Holland, Fenwick Okayed
-------------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that a California
bankruptcy judge on Tuesday approved Howrey LLP's settlements with
Holland & Knight LLP and Fenwick & West LLP that wrap up
unfinished-business claims but leave individual attorneys who left
Howrey for the other two firms open to potential clawback claims.

According to the report, U.S. Bankruptcy Judge Dennis Montali
signed off on the deals, noting that no one has raised any
objection and the settlements are "fair, equitable and in the best
interest of the estate."

                         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.


HOWREY LLP: Former Partners Settle 'Jewel' Claims Cheaply
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a controversy roiling the legal community enables
lawyers from failed firms to settle with their former firms at
affordable prices.  The issue revolves around a California case
called Jewel where an appellate court ruled that the profit a
lawyer makes completing on-going business at a new firm belongs to
the old firm if it goes bankrupt.

Mr. Rochelle notes that not all courts agree that Jewel is good
law.  In New York, two federal district judges in Manhattan
reached opposite results, one saying Jewel is good law and the
other saying it's not.

According to the report, in San Francisco, the bankruptcy trustee
for Howrey LLP is making claims against the firm's former partners
who took business with them to new firms.  This week the
bankruptcy court approved settlements at fraction of the potential
liabilities.  One settlement involved a lawyer who went to Holland
& Knight LLP and generated $238,000 in collections on unfinished
business.  The Howrey trustee claimed $67,000, representing the
profit at the firm's 28% reported profit margin.  The trustee
settled for about $26,000, or about 40% of the trustee's potential
recovery.  Another partner went to Fenwick & West LLP and brought
in $59,000 on unfinished work.  At the firm's published 41% profit
margin, the trustee could have recovered about $24,000.  Instead,
the trustee settled for $15,000, or about 62 percent of the
possible recovery.

According to Mr. Rochelle, the settlements are good news for
partners at financially weak law firms.  Were the Howrey trustee
collecting 100%, partners might have difficulty finding new firms
to take them in.  He adds Settlements make sense for former Howrey
partners because the same bankruptcy judge wrote an opinion in
March in the liquidation of Heller Ehrman LLC, another defunct
firm, where he concluded that Jewel remains good law.

                         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.


INSPIRATION BIOPHARMA: Seeks Extension of Plan Filing Deadline
--------------------------------------------------------------
Inspiration Biopharmaceuticals, Inc., asks the U.S. Bankruptcy
Court for the District of Massachusetts (Eastern Division) to
further extend its exclusive period to file a plan until June 27,
2013, and its exclusive solicitation period until Aug. 26.

The Debtor states in court papers that it needs the additional
time to prepare its disclosure statement, complete its review of
claims filed, and to formulate an appropriate mechanism to
administer the estate's interest in the predetermined formula
agreed to by the principal constituencies in the case called
"Waterfall."

The Debtor, the Official Committee of Unsecured Creditors and
Ipsen Pharma, S.A.S., also separately ask the Court to approve a
stipulation authorizing the Debtor to use the cash collateral
until April 26, 2013.

               About Inspiration Biopharmaceuticals

Inspiration Biopharmaceuticals Inc. develops recombinant blood
coagulation factor products for the treatment of hemophilia.
Inspiration, based in Cambridge, Massachusetts, has two products
in what the company calls "advanced clinical development."  Two
other products are in "pre-clinical development."  None of the
products can be marketed as yet.

Inspiration filed for voluntary Chapter 11 reorganization (Bankr.
D. Mass. Case No. 12-18687) on Oct. 30, 2012, in Boston.
Bankruptcy Judge William C. Hillman oversees the case.  Mark
Weinstein and Michael Nolan, at FTI Consulting, Inc., serve as the
Debtor's Chief Restructuring Officers.  The Debtor is represented
by Harold B. Murphy of Murphy & King.

The petition shows assets and debt both exceed $100 million.
Assets include patents, trademarks and the products in
development.  Liabilities include $195 million owing to Ipsen
Pharma SAS, which is also a 15.5% shareholder.  Ipsen --
http://www.ipsen.com/-- is also owed $19.4 million in unsecured
debt.  There is another $12 million in unsecured claims.  Ipsen is
pledged to provide $18.3 million in financing.  The Debtor
disclosed $20,383,300 in assets and $241,049,859 in liabilities.

Ipsen is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps.

The Official Committee of Unsecured Creditors tapped Jeffrey D.
Sternklar and Duane Morris LLP as its counsel, and The Hawthorne
Consulting Group, LLC as its financial advisor.


INSPIRATION BIOPHARMA: Has Authority to Employ McGladrey
--------------------------------------------------------
Inspiration BioPharmaceuticals, Inc., received authority from the
U.S. Bankruptcy Court for the District of Massachusetts, Eastern
Division, to employ McGladrey LLP to provide advisory services
related to analyses and calculation of available net operating
losses resulting from any changes of ownership under Section 382
of Title 26 of the U.S. Code.

McGladrey will be paid $25,000 to $30,000 for Phase I of the
project and up to $7,500 for Phase II of the project.

               About Inspiration Biopharmaceuticals

Inspiration Biopharmaceuticals Inc. develops recombinant blood
coagulation factor products for the treatment of hemophilia.
Inspiration, based in Cambridge, Massachusetts, has two products
in what the company calls "advanced clinical development."  Two
other products are in "pre-clinical development."  None of the
products can be marketed as yet.

Inspiration filed for voluntary Chapter 11 reorganization (Bankr.
D. Mass. Case No. 12-18687) on Oct. 30, 2012, in Boston.
Bankruptcy Judge William C. Hillman oversees the case.  Mark
Weinstein and Michael Nolan, at FTI Consulting, Inc., serve as the
Debtor's Chief Restructuring Officers.  The Debtor is represented
by Harold B. Murphy of Murphy & King.

The petition shows assets and debt both exceed $100 million.
Assets include patents, trademarks and the products in
development.  Liabilities include $195 million owing to Ipsen
Pharma SAS, which is also a 15.5% shareholder.  Ipsen --
http://www.ipsen.com/-- is also owed $19.4 million in unsecured
debt.  There is another $12 million in unsecured claims.  Ipsen is
pledged to provide $18.3 million in financing.  The Debtor
disclosed $20,383,300 in assets and $241,049,859 in liabilities.

Ipsen is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps.

The Official Committee of Unsecured Creditors tapped Jeffrey D.
Sternklar and Duane Morris LLP as its counsel, and The Hawthorne
Consulting Group, LLC as its financial advisor.


INDYMAC BANCORP: $80MM Ruling for Insurers Too Broad
----------------------------------------------------
Bibeka Shrestha of BankruptcyLaw360 reported that IndyMac Bancorp
Inc.'s bankruptcy trustee, the Federal Deposit Insurance Corp. and
former IndyMac executives on Monday disputed a ruling that put $80
million of directors and officers coverage out of reach, asking
the Ninth Circuit to interpret an exclusion for interrelated
claims narrowly.

According to the report, filing five opening briefs with the Ninth
Circuit, the parties challenged a California federal judge's
holding that coverage for securities and other lawsuits against
former executives at failed mortgage lender IndyMac and its
subsidiary IndyMac Bank FSP.

                      About Indymac Bancorp

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- is the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.

Indymac Bancorp filed for Chapter 7 bankruptcy protection (Bankr.
C.D. Calif., Case No. 08-21752) on July 31, 2008.  Representing
the Debtor are Dean G. Rallis, Jr., Esq., and John C. Weitnauer,
Esq.  Bloomberg noted that Indymac had about $32.01 billion in
assets as of July 11, 2008.  In court documents, IndyMac disclosed
estimated assets of $50 million to $100 million and estimated
debts of $100 million to $500 million.


INTELSAT INVESTMENTS: Refinancing Prompts Moody's to Up CFR to B3
-----------------------------------------------------------------
Moody's Investors Service upgraded Intelsat Investments S.A.'s
(Intelsat; formerly Intelsat S.A.) corporate family rating (CFR)
to B3 from Caa1, while also upgrading ratings for certain of the
company's debt instruments as well as its probability of default
rating (PDR; upgraded to B3-PD from Caa1-PD). The company's
speculative grade liquidity rating was affirmed at SGL-2 (good).

The rating action concludes a review initiated on April 2, 2013
when Intelsat's indirect ultimate parent company, Intelsat S.A.
(formerly Intelsat Global Holdings S.A.) announced an equity issue
with most of the proceeds reducing debt at Intelsat and its
subsidiaries. With the review concluded, Intelsat's ratings
outlook was changed to stable.

The CFR upgrade results from Moody's expectations that Intelsat's
capital structure will "be sustainable as a consequence of modest,
positive cash flow resulting from refinancing debt at historically
low interest rates," said Bill Wolfe, Senior Vice President,
Moody's. Wolfe said that the upgrade was limited to one notch
since Intelsat's continues to be highly levered at 7.8x (pro forma
for debt reduction from the IPO) and has limited capacity to repay
debt.

All debt instruments were upgraded except for unsecured/guaranteed
debts at Intelsat Jackson Holdings S.A. (Jackson). With IPO and
insurance proceeds mostly applied to repay junior-ranking debts at
Intelsat (Luxembourg) S.A. and at Intelsat, the proportion of debt
represented by the unsecured/guaranteed debts increased to the
extent they are no longer notched above Intelsat's CFR.
Accordingly, their rating remains unchanged and was confirmed at
B3, equal to the CFR.

Intelsat's speculative grade liquidity rating was affirmed at SGL-
2 (good), an assessment that relies on three extraordinary items:
some $387 million of net insurance proceeds from Intelsat 27;
lower 2013 capital expenditures than the annual spending Moody's
estimates is required, on average, to maintain Intelsat's asset
base; and customer pre-payments exceeding non-cash deferred
revenues (and EBITDA) by $100 million.

The following summarizes Moody's rating actions for Intelsat:

Issuer: Intelsat Investments S.A.

Corporate Family Rating, Upgraded to B3 from Caa1

Probability of Default Rating, Upgraded to B3-PD from Caa1-PD

Speculative Grade Liquidity Rating, Affirmed at SGL-2

Outlook, Changed to Stable from On Review for Upgrade

Senior Unsecured Regular Bond/Debenture, Upgraded to Caa2 (LGD6,
96%) from Caa3 (LGD6, 96%)

Issuer: Intelsat (Luxembourg) S.A.

Senior Unsecured Regular Bond/Debenture, Upgraded to Caa2 (LGD5,
87%) from Caa3 (LGD5, 86%)

Issuer: Intelsat Jackson Holdings S.A.

Senior Secured Bank Credit Facility, Upgraded to Ba3 (LGD1, 7%)
from B1 (LGD1, 7%)

Senior Unsecured Regular Bond/Debenture, Confirmed at B3 with LGD
Assessment revised to (LGD3, 44%) from (LGD3, 43%)

Senior Unsecured Regular Bond/Debenture, Upgraded to Caa1 (LGD5,
71%) from Caa2 (LGD5, 70%)

Ratings Rationale:

Intelsat's B3 CFR primarily reflects a limited ability to repay
debt, elevated leverage and uncertain free cash flow after 2014.
On average, free cash flow available to reduce debt is limited to
only about 1% of Intelsat's debt because maintenance capital
expenditures, interest expense and cash taxes consume nearly all
of the company's EBITDA. Post-2014 free cash flow is uncertain
since plans for several satellites whose useful lives expire
within four years have not been disclosed and deferred revenue
will exceed customer pre-payments and become a use of cash. There
is also the potential of interest rates increasing and, over
several years, of competition from terrestrial fiber eroding
satellite's market share. Despite these uncertainties and already
elevated leverage of 7.8x (pro forma), Moody's views Intelsat's
capital structure as sustainable since cash flow will be modestly
positive. The company's strong business profile, which features a
large 42 station-kept satellite fleet covering 99% of Earth's
population, and a stable, predictable, contract-based revenue
stream with a solid $10.7 billion backlog (over 4 years of
revenue) booked with well-regarded customers, also supports the
rating.

Rating Outlook

Intelsat's stable ratings outlook is based on reasonable
visibility of modest, positive cash flow through 2014, along with
good liquidity arrangements.

What Could Change the Rating -- Up

With company guidance indicating a three-year period of lower-
than-average capital spending, depending on plans for several
satellites whose useful lives expire within four years, Intelsat
has an opportunity to de-lever by way of debt reduction. Should
this result in sustainable free cash flow to debt
approaching/exceeding 5% of debt (all measures incorporating
Moody's adjustments), positive ratings pressure could result. An
upgrade would also depend on positive industry fundamentals,
maintenance of solid liquidity and clarity on capital structure
planning.

What Could Change the Rating - Down

Downwards rating pressure is most likely to come from debt-
financed capital expenditures related to several satellites whose
useful lives expire within four years or, alternatively, reduced
EBITDA should Intelsat not replace the applicable satellites.
Irrespective, should Debt-to-EBITDA trend back towards 8x, or
should sustainable free cash flow revert to a deficit, or should
liquidity arrangements deteriorate materially, downwards rating
pressure would result.

Company Profile

Headquartered in Luxembourg, and with executive offices in
Washington D.C., Intelsat Investments S.A. (Intelsat) is one of
the two largest fixed satellite services operators in the world.
After a recent IPO by the company's indirect parent, Intelsat
S.A., there is an approximate 20% float of publicly traded shares
with the balance of company continuing to be owned by financial
investors and management. Annual revenues are approximately $2.6
billion; EBITDA is approximately $2.0 billion.

The principal methodology used in rating Intelsat Investments S.A.
was the Global Communications Infrastructure Industry Methodology
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.


IOWA FINANCE: Fitch to Assigns 'BB-' Rating to $1.19-Bil. Bonds
---------------------------------------------------------------
Fitch Ratings expects to assign a 'BB-' rating with a Stable
Outlook to approximately $1.194 billion of proposed Midwestern
Disaster Area Revenue Bonds to be issued by the Iowa Finance
Authority on behalf of Iowa Fertilizer Company LLC (IFCo).

The final ratings are contingent upon the receipt by Fitch of
executed documents and legal opinions conforming to information
already received and reviewed as well as the final pricing of the
bonds. The bonds are expected to price on April 29, 2013 and the
proceeds will be used to pay for the construction of the
fertilizer plant and certain infrastructure improvements,
capitalized interest, a deposit to the debt service reserve fund,
and associated financing fees.

KEY RATING DRIVERS

-- Nitrogen Market Price Exposure: IFCo will sell its nitrogen
   products to farmers, distributers, and blenders at market
   prices. The project's main products have historically exhibited
   considerable price volatility as evidenced by the average 5 -
   and 10-year one standard deviation ranges of 25% - 30% and 35%,
   respectively. However, Fitch believes that IFCo will benefit
   from a favorable pricing environment in the medium-term, but
   recognizes that a shift in the supply-demand balance could
   negatively impact prices. Fitch forecasts that a 10% change
   in nitrogen product prices will result in a 0.40x - 0.50x
   change in debt service coverage ratios (DSCRs).

-- Natural Gas Price Risk: The project will procure its natural
   gas feedstock via an existing pipeline at prices linked to
   Henry Hub. IFCo has entered into natural gas call swaptions for
   the first seven years of the project with a strike price of $6
   and $6.50 per mmBtu to moderate gas price risk. In addition,
   the project will fund from operations, over seven years, an
   annual $25.8 million reserve requirement to provide liquidity
   and help mitigate price risk during the non-hedging period.

Alternatively, IFCo can enter into call swaptions at a $7 per
mmBtu strike price during part or all of the final three years of
the debt term. Fitch believes that the call swaptions and hedging
reserve moderate natural gas price risk and forecasts that DSCRs
change by 0.10x - 0.15x for every $1 per mmBtu price movement.

-- Manageable Operating Risks: IFCo will utilize commercially
   proven technologies with relatively low maintenance risk. The
   independent engineer (IE) opined that the non-feedstock O&M and
   major maintenance costs were reasonable and forecasted
   technical operating performance was achievable. Further, Fitch
   believes that the project's oversized production capacity helps
   mitigate operating performance risk.

-- Strong Completion Arrangement: The fixed-price, turn-key,
   date-certain, fully-wrapped engineering, procurement, and
   construction (EPC) agreement with an experienced contractor
   that has delivered similar projects on-schedule and on-budget
   substantially mitigates construction risk. Fitch considers the
   credit quality of the EPC contractor to be below that of the
   project, but does not view this as a rating constraint. Fitch
   believes that the structural features of the EPC contract and
   financing agreements, use of conventional technology,
   availability of substitute contractors, favorable IE opinion
   regarding construction costs, and potential for sponsor
   support, albeit uncommitted, help mitigate counterparty risk.

-- Speculative-Grade Forecasted Financial Profile: The Fitch
   rating case forecasts average and minimum DSCRs of 1.16x and
   1.06x, respectively. Fitch believes that the project exhibits
   an ability to endure a combination of financial and performance
   stresses, but views the exposure to margin risk as a rating
   constraint. While natural gas price exposure has been
   moderated, the nitrogen fertilizer price remains subject to the
   U.S. trade balance, cost of production, and changes in supply
   and demand. Fitch recognizes that the debt term moderates
   long-term price uncertainty and reserve accounts help to
   mitigate the impact of short-term price fluctuations, but the
   cash flow cushion provides a limited margin of safety.

RATING SENSITIVITIES:

-- Nitrogen Market Prices: Fundamental shift in the supply-
   Demand balance that results in a materially different
   nitrogen market pricing environment than forecasted

-- Higher Cost Profile: Higher than expected natural gas market
   prices or an inability to effectively manage operating costs

-- Reduced Operational Capabilities: Failure to reach and sustain
   projected capacity and utilization rates

-- Heightened Completion Risk: Material increases in costs or
   delays during construction

SECURITY

First priority security interest in all tangible and intangible
assets of the project and a pledge by Iowa Holding LLC of its
membership interests in IFCo.

TRANSACTION SUMMARY

IFCo was formed to develop, construct, operate, and own a $1.8
billion greenfield nitrogen fertilizer facility in southeast Iowa.
The project will have up to 2.2 million short tons of flexible
capacity to produce ammonia, urea, urea-ammonium nitrate, and
diesel exhaust fluid (DEF). The project has entered into a fixed-
price, turn-key, date-certain, fully wrapped EPC contract with
Orascom E&C USA. The EPC contractor's obligations are
unconditionally guaranteed by its parent OCI Construction Holding,
a wholly-owned affiliate of OCI N.V. IFCo will sell its products
to farmers, distributors, and blenders at market prices. The
project will be connected directly to the ANR pipeline and pay
prices linked to Henry Hub. The project will enter into hedging
arrangements for approximately 50% of its natural gas cost
exposure using call swaptions for the first seven years at $6 per
mmBtu in years one to three and $6.50 per mmBtu in years four to
seven.

The Fitch base case represents Fitch's expected performance for
IFCo. The Fitch base case uses a production ramp-up at the
commencement of operations and assumes scheduled turnarounds every
four years beginning in 2019 consistent with management's estimate
and the IE opinion. Fitch believes the forecasted ammonia and
downstream plant capacity levels and conversion yield estimates
are reasonable. The IE verified that the capacity and conversion
yield assumptions are reasonable and achievable.

Fitch utilized 2015 nitrogen fertilizer prices generally
consistent with the post-Energy Independence and Security Act
historical average with a long-term growth rate of 2.75% to
capture the impact of inflationary adjustments and modest demand
increases. The DEF price was linked to the forecasted urea price
plus a premium. Fitch's annual base case projections for the Henry
Hub market price of $4.22 - $7.55 per mmBtu were used to forecast
the effective all-in price of natural gas. Management's operating
and capital cost estimates were maintained based on feedback from
the IE. The Fitch base case average and minimum DSCRs are 2.61x
and 2.39x, respectively.

The Fitch rating case applies a combination of uncorrelated
operational and financial stress to the Fitch base case to reflect
the potential results that are reasonably likely to occur
occasionally, but not persist during the life of the project
financing.

The Fitch rating case incorporated a 2.5% utilization rate haircut
for all years that may occur due to operational issues. Operating
and capital costs were increased by 10% in all years to reflect
the potential volatility of occasionally higher cost requirements
for a new fertilizer project. The Fitch base case natural gas
prices were increased by $1.50 per mmBtu given IFCo's exposure to
market price movements. Additionally, the base case nitrogen
fertilizer prices were reduced by 25% to reflect the volatility in
market prices based on the lower end of the average historical one
standard deviation change in prices. Similar to the Fitch base
case, DEF prices were linked to forecasted urea prices plus a
premium. The Fitch rating case average and minimum DSCRs are 1.16x
and 1.06x, respectively.

Fitch completed additional financial analyses to review the
probability of default, which will be provided in the Fitch
presale report.


JEFFERSON COUNTY, AL: Hires New Top Attorney
--------------------------------------------
Verna Gates, writing for Reuters, reported that Alabama's
Jefferson County, readying a plan to emerge from the largest U.S.
municipal bankruptcy, on Wednesday hired a judge to replace the
county's top in-house lawyer, who was fired nearly two weeks ago.

According to the Reuters report, Alabama Supreme Court Justice
Mike Bolin will step down from that post to succeed Jeff Sewell,
who took involuntary retirement on April 12, officials said. Bolin
will earn $224,000 per year, or a bit more than half the nearly
$400,000 salary of his predecessor.

Bolin was probate judge for Jefferson County for 16 years and has
a deep familiarity with the legal history of the county's sewer
system, which is at the heart of the $4.27 billion Chapter 9
bankruptcy filed by Jefferson County in November 2011, according
to officials.

"He is an expert in state and federal law, so he brings a wealth
of knowledge and instant credibility," said County Commissioner
Jimmie Stephens.

Sewell had been in Jefferson County's legal department for 25
years and was dismissed due to directions he gave the county's
outside bankruptcy attorneys "that were not in the best interests
of Jefferson County."

The federal judge overseeing the bankruptcy has scheduled a
hearing on May 9 to discuss the schedule for filing a plan of
adjustment for the county's debts, but no hard deadline has yet
been set.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


J.C. PENNEY: Soros Fund Acquires 7.91% Stake
--------------------------------------------
Suzanne Kapner, writing for The Wall Street Journal, reports that
George Soros' Soros Fund Management LLC has bought a 7.91% stake
in J.C. Penney Co.  The Soros fund said in a regulatory filing on
April 25 it had acquired 17.4 million Penney shares.

WSJ says Penney's shares jumped 7% to $16.31 in after-hours
trading after the stake was disclosed.

                        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.


KAHN FAMILY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Kahn Family, LLC
        101 Flintlake Road
        Columbia, SC 29223

Bankruptcy Case No.: 13-02354

Chapter 11 Petition Date: April 22, 2013

Court: United States Bankruptcy Court
       District of South Carolina (Columbia)

Debtor's Counsel: R. Geoffrey Levy, Esq.
                  LEVY LAW FIRM, LLC
                  2300 Wayne Street
                  Columbia, SC 29201
                  Tel: (803) 256-4693
                  E-mail: llfecf@levylawfirm.org

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

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

The petition was signed by Alan B. Kahn, managing member.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.

Related entities that simultaneously filed Chapter 11 petitions:

     Debtor                           Case No.
     ------                           --------
Kahn Properties South, LLC           13-bk-2355
Alan Kahn                            13-bk-2351


KIT DIGITAL: Files for Chapter 11 in Manhattan
----------------------------------------------
KIT digital Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 13-11298) in Manhattan on April 25, listing more than
$10 million in both assets and debts.

On April 16, KIT digital said it has reached an agreement with
three of the Company's largest shareholders, Prescott Group
Capital Management, JEC Capital Partners, and Ratio Capital
Partners, to sponsor a reorganization of the Company under chapter
11 of the U.S. Bankruptcy Code.  The reorganization is expected to
be effectuated pursuant to a Plan of Reorganization.  This is
anticipated to include, among other things, a recapitalization of
the Company fully backstopped by the Plan Sponsor Group, an
opportunity for all existing shareholders to participate in the
recapitalization, and the regrouping of the core operating
entities Ioko 365, Polymedia, Kewego, Multicast and Megahertz into
a newly formed group entity called Piksel. Through the Plan, the
Company expects to be in a position to pay all vendors, suppliers
and other holders of valid pre-petition claims.

Only the non-operating parent holding company, KIT digital, Inc.,
will commence a chapter 11 case to effectuate the proposed
restructuring.  At that time, the Company said it anticipated a
Chapter 11 filing by April 24.

KIT digital said its profitable operating subsidiaries, including
Ioko 365, Polymedia, Kewego, Multicast and Megahertz will not be
impacted.

KIT said the bankruptcy filing has the support of its Independent
Special Committee of the Board of Directors.

William V. Russell, Non-executive Chairman of the Board of
Directors, said in an April 16 statement, "We are pleased to
announce this comprehensive solution that will provide KIT with
relief from the financial, legal, and regulatory issues currently
encumbering it.  The Plan allows all shareholders the opportunity
to participate in the future growth of the Company and at the same
time it will complete the Company's restructuring by strengthening
the balance sheet and positioning it for profitable growth."

"The Plan provides certainty and comfort to our customers and
employees and it will allow the reorganized company to
aggressively pursue growth opportunities with confidence," said
Peter Heiland, Interim Chief Executive Officer and Plan Sponsor
Group member.  "By moving the core businesses forward together
unburdened by the issues currently plaguing the corporate parent,
our customers and products can once again become the sole focus of
this exciting business."

Dawn McCarty, writing for Bloomberg News, reports that KIT
digital's last financial statements show revenue of $107.3 million
for the six months ended June 30, resulting in a $110.8 million
loss from operations, including a $55 million goodwill-impairment
charge.  Jones Day, with a claim of $1.6 million for legal
services, is listed as the largest unsecured creditor, Bloomberg
says.

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  With its
proprietary OVP and OTT platform products, Cloud and Cosmos, as
well as systems integration and solutions design expertise, KIT
delivers complete video solutions to clients, helping to power the
transformation from traditional broadcast to multiscreen broadband
TV.  KIT digital services nearly 2,500 clients in 50+ countries
including some of the world's biggest brands, such as Airbus, The
Associated Press, AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV,
News Corp, Sky Deutschland, Sky Italia, Telecom Argentina, Telecom
Italia, Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.


LEARNING CARE: Moody's Assigns 'Ba3' Rating to New Senior Debt
--------------------------------------------------------------
Moody's Investors Service assigned ratings to Learning Care Group
(US) No. 2 Inc. ("LCG"), including a B3 Corporate Family, B3-PD
Probability of Default and Ba3 senior secured instrument ratings.
The ratings outlook is stable.

The proceeds of the new $220 million senior secured term loan due
2019 and balance sheet cash will be used to repay in full $200
million of existing secured indebtedness and pay associated fees
and expenses.

Ratings Rationale:

The B3 Corporate Family rating reflects high leverage and
expectations for limited near term deleveraging. High ongoing
capital investment requirements, interest and operating lease
expenses will limit free cash flow, leading Moody's to expect debt
to EBITDA to remain above 6 times over the next 12 to 18 months.
All financial metrics reflect Moody's standard adjustments.

Moody's anticipates low single digit same center revenue growth in
LCG's portfolio of 956 mostly-leased child care centers in 2013 to
drive a small revenue increase. LCG has experienced year over year
same center revenue growth since late 2011, lending support to
Moody's expectations. Continuing improvements in utilization,
which has also been improving, driven by local employment growth
and effective selling, as well as ongoing cost management
initiatives, should drive higher profit margins. Liquidity is
adequate, with over $10 million of cash and no usage under a $40
million revolver expected throughout fiscal 2014 (ends June). The
rating incorporates the expectation that any free cash flow may be
used to buy back franchises, invest in new or existing centers or
make acquisitions, as opposed to reducing debt.

The stable ratings outlook reflects expectations for moderate same
center sales improvements and slowly increasing utilization to
drive revenue and profitability growth. The ratings could be
lowered if, due to enrollment declines, pricing pressure or cost
increases, Moody's expects flat to declining revenue or EBITDA, or
if liquidity becomes strained. If Moody's comes to expect higher
than currently anticipated revenue and EBITDA growth, enabling
debt reduction, leading to expectations for debt to EBITDA to be
sustained below 5.5 times and free cash flow to debt approaching
5% or $50 million, the ratings could be raised.

The following ratings (assessments) were assigned:

  Corporate Family, B3

  Probability of Default, B3-PD

  Senior Secured Revolving Credit Facility due 2018, Ba3 (LGD2,
  22%)

  Senior Secured Term Loan B due 2019, Ba3 (LGD2, 22%)

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.

Learning Care Group is a provider of children's care services for
children between the ages of six weeks and 12 years, through 956
centers, most of which are located in residential neighborhoods
throughout the U.S. About 1/3rd of its centers are in Texas,
California and Florida. Learning Care Group is controlled by
affiliates of Morgan Stanley Private Equity. Moody's expects
fiscal 2014 (ends June) revenue of over $700 million.


LEHMAN BROTHERS: Wins OK to Hire Bonn Steichen
----------------------------------------------
The trustee overseeing the liquidation of Lehman Brothers Holdings
Inc.'s brokerage obtained court approval to hire Bonn Steichen &
Partners as his special counsel.

James Giddens, the court-appointed trustee, tapped the Luxembourg-
based firm to advise him on matters relating to the brokerage's
claims against Lehman Brothers (Luxembourg) Equity Finance S.A.

In exchange for its services, Bonn Steichen will charge a
reduced, public interest discount rate on an hourly basis at a
10% discount from their standard rates, and will receive
reimbursement for work-related expenses.  The firm's current
hourly rates are:

                        Hourly Rates
   Professionals         (In Euros)
   -------------        ------------
   Partners                 450
   Counsel                  360
   Senior Associates        315
   Associates               202.50
   Paralegals                90

The firm does not have connection with and interest in the Lehman
brokerage, or interest materially adverse to any class of
creditors, according to a declaration by Fabio Trevisan, Esq., a
partner at Bonn Steichen.

                        Interim Fees

Meanwhile, a professional retained by the LBI trustee, Hughes
Hubbard & Reed LLP, filed an application for interim allowance of
$24,795,838 in fees and reimbursement of $189,208 in expenses for
the period March 1 to June 30, 2012.

                      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: SMBC Allowed $13.7MM Unsecured Claim vs. LBI
-------------------------------------------------------------
The trustee of Lehman Brothers Inc. signed an agreement granting
SMBC Capital Markets Inc. an allowed, general unsecured claim
against the brokerage in the sum of $13.7 million.  A copy of the
agreement is available for free at http://is.gd/INHNBz

                      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: Trustee Signs Deals to Settle Avoidance Claims
---------------------------------------------------------------
The trustee of Lehman Brothers Inc. entered into two separate
agreements to settle the claims asserted by the brokerage for
certain transfers it made to D&D Securities Inc. and ConvergEx
Solutions LLC.

Under the agreement with D&D, the trustee agreed to drop the
claim in exchange for D&D's payment of $45,000 to the Lehman
brokerage.

Meanwhile, the other agreement requires ConvergEx to withdraw its
claims, including a general creditor claim it filed in 2009,
against the brokerage.  In return, the Lehman brokerage agreed to
drop its claim against ConvergEx, and agreed not to sue the
company.  The agreements are available for free at:

   http://bankrupt.com/misc/LBHI_StipConvergex.pdf
   http://bankrupt.com/misc/LBHI_StipD&D.pdf

                      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: Wins Greenlight for Settlement with Swiss Unit
---------------------------------------------------------------
Sindhu Sundar of BankruptcyLaw360 reported that a New York federal
judge on Wednesday approved a settlement that resolved a sprawling
four-year tussle between Lehman Brothers Holdings Inc. and its
former Swiss subsidiary, closing the chapter on one of the biggest
claims disputes that has beset the erstwhile investment banking
giant since it slid into bankruptcy.

According to the report, U.S. District Judge James M. Peck
approved the settlement between Lehman Brothers and its Swiss unit
Lehman Brothers Finance SA, a spokeswoman for Weil Gotshal &
Manges LLP, counsel for Lehman Brothers, confirmed Wednesday.

Under the deal, Lehman's former Swiss derivatives unit agreed to
cut its claim against the company to $942 million from $15.4
billion.  LBF will also assign to the holding company billions of
dollars of claims that it asserted against certain Lehman
affiliates.

In return, Lehman agreed to cut its claim against LBF to $8.75
billion from $14.2 billion. The holding company also agreed to
partially subordinate its claim against LBF to the claims of the
Swiss company's third-party creditors.

The deal is formalized in a 23-page agreement, which is available
for free at http://is.gd/9aQJZo

                      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.


LIBERTY MEDICAL: Wants Bankruptcy Cloak Extended to Medco Health
----------------------------------------------------------------
Stephanie Gleason, writing for Dow Jones Newswires, reports that
Liberty Medical Supply Inc. is asking the bankruptcy court to
extend the automatic stay in its Chapter 11 case to its former
parent company, its former parent Medco Health Solutions Inc., and
two employees, Arlene Rodriguez and Carl Dolan, who are involved
in a $69 million lawsuit that is set to go to trial this summer.

Dow Jones relates Liberty Medical, Medco Health, Ms. Rodriguez and
Mr. Dolan are being sued for allegedly failing to return
overpayments from Medicare and Medicaid, which allegedly took
place between 2004 and 2009. The lawsuit was filed in 2008, but a
trial that may last a month is slated for June, according to court
documents.  The action against Liberty Medical was halted when it
filed for bankruptcy as a result of a Bankruptcy Code provision
called the automatic stay that protects debtors from being sued.
However, it has proceeded against Medco Health, Ms. Rodriguez and
Mr. Dolan because they are not in Chapter 11.

According to Dow Jones, Liberty Medical is arguing that:

     -- because it is responsible for defending and covering any
costs associated with the outcome of the lawsuit, Medco Health and
the employees should be protected from the lawsuit while Liberty
Medical is in bankruptcy; and

     -- a judgment against Medco or the employees would have to be
paid by Liberty Medical, which would affect the bankruptcy estate.

                        About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

The Debtors have tapped Greenberg Traurig, LLP as counsel; Ernst &
Young LLP to provide investment banking advice; and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent for the
Clerk of the Bankruptcy Court.


MERISEL INC: Saints Capital Swaps Conv. Notes with 17.5MM Shares
----------------------------------------------------------------
Saints Capital Granite, L.P., and Saints Capital Granite, LLC,
delivered a conversion notice under the Convertible Notes on
April 18, 2013, notifying Merisel that they were converting
$1,750,000 of the principal amount of the Convertible Notes into
17,500,000 shares of Common Stock at a conversion price of $0.10
per share effective April 18, 2013.  As a result, as of April 18,
2013, the Reporting Persons directly own 22,500,000 shares of
Common Stock, representing 91.0% of the outstanding shares of
Common Stock.

As of April 18, 2013, the reporting persons beneficially owned
47,500,000 shares of common stock of Merisel, Inc., representing
95.5% of the shares outstanding.

A copy of the amended regulatory filing is available at:

                        http://is.gd/JDjhGY

                           About Merisel

Merisel operates in a single reporting segment, the visual
communications services business.  It entered that business
beginning March 2005, through a series of acquisitions, which
continued through 2006.  These acquisitions include Color Edge,
Inc., and Color Edge Visual, Inc.; Comp 24, LLC; Crush Creative,
Inc.; Dennis Curtin Studios, Inc.; Advertising Props, Inc.; and
Fuel Digital, Inc.

Merisel incurred a net loss of $18.13 million in 2012, as compared
with a net loss of $2.45 million in 2011.  The Company's balance
sheet at Dec. 31, 2012, showed $32.53 million in total assets,
$42.53 million in total liabilities and a $10 million total
stockholders' deficit.


METALS USA: S&P Raises Corporate Credit Rating From 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Fort Lauderdale, Fla.-based Metals USA to 'BBB'
from 'B+' following the announcement by Los Angeles, Calif.-based
Reliance that it has completed the acquisition of the company.  At
the same time, S&P removed all ratings on Metals USA from
CreditWatch, where it had placed them with positive implications
on Feb. 6, 2013.  The outlook is stable.

"We subsequently withdrew all of our corporate credit and issue-
level ratings on Metals USA and its existing secured debt, which
has been repaid," said Standard & Poor's credit analyst Chiza
Vitta.

S&P raised the ratings on Metals USA and removed them from
CreditWatch to reflect its view that its credit quality is now
aligned with that of Reliance, following the April 12, 2013,
closing of the acquisition by the metals service center company,
Reliance.  Immediately thereafter, S&P withdrew the ratings
because the company's debt has been repaid.


METROPCS WIRELESS: Moody's Lifts CFR to 'Ba3', Stable Outlook
-------------------------------------------------------------
Moody's Investors Service upgraded several ratings of MetroPCS
Wireless Inc., including the company's corporate family rating
("CFR") to Ba3 from B1, the company's probability of default
rating ("PDR)" to Ba3-PD from B1-PD, and MetroPCS' senior
unsecured rating to Ba3 from B1 because Moody's believes that the
company's reverse acquisition of T-Mobile USA ("T-Mobile") will
proceed as planned after the MetroPCS shareholders approve the
transaction. Deutsche Telekom AG ("DT"), rated Baa1, the owner of
T-Mobile USA, will hold 74% of the combined company's shares,
while MetroPCS's shareholders will hold the remaining 26% and
receive a cash payment of $1.5 billion.

The reverse acquisition gives MetroPCS improved scale, additional
spectrum to compete in the U.S. wireless industry, and new market
potential for MetroPCS' well-regarded service plans in unserved
and underserved areas. The upgrade also reflects Moody's
expectation for steadily increasing free cash flow generation and
a sustained gradual reduction in leverage. Finally, the rating
does not reflect any lift from the ownership stake held by
Deutsche Telecom. Moody's also affirmed the company's speculative
grade liquidity ("SGL") rating of SGL-1, indicating a very good
liquidity position. The company's senior secured debt ratings were
confirmed at current levels. Moody's anticipates the loans will be
paid down with MetroPCS' senior notes offering from March 2013
upon completion of the merger at which point Moody's will withdraw
the senior secured debt ratings. The outlook is stable.

Moody's has taken the following rating actions:

Issuer: MetroPCS Wireless, Inc.

  Corporate Family Rating -- Upgraded to Ba3, from B1

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

  Outlook -- Stable, from Ratings under Review

  $1,000m Sr. Unsec. Notes, 7.875% due 2018 -- Ba3 (LGD4, 52%),
  from B1 (LGD4, 51%)

  $1,000m Sr. Unsec. Notes, 6.625% due 2020 -- Ba3 (LGD4, 52%),
  from B1 (LGD4, 51%)

  $1,750m Sr. Unsec. Notes, 6.25% due 2021 -- Ba3 (LGD4, 52%),
  from B1 (LGD4, 51%)

  $1,750m Sr. Unsec. Notes, 6.625% due 2023 -- Ba3 (LGD4, 52%),
  from B1 (LGD4, 51%)

  Senior Secured Term Loan B due 2016 -- Confirmed at Ba1 (LGD2,
  19%)

  Senior Secured Term Loan B due 2018 -- Confirmed at Ba1 (LGD2,
  19%)

  Senior Secured Revolver due 2016 -- Confirmed at Ba1 (LGD2,
  19%)

Ratings Rationale:

MetroPCS' Ba3 CFR reflects Moody's expectation for improved
execution as a result of enhanced scale, better device lineup
(especially the iPhone), accelerated network investment and a new
pricing structure for smartphones. In addition, a strong liquidity
profile and valuable spectrum assets also provide credit support.
These strengths are offset by the combined company's fourth
position in the highly competitive U.S. wireless industry, the
capital intensity associated with building out its 4G LTE network
and meeting rapidly rising bandwidth demand and a moderately
leveraged balance sheet.

The rating does not receive any lift as a result of DT's ownership
stake. Deutsche Telekom is 32.0% owned by the German government
(14.96% directly and 17.02% through state-owned development bank
KfW). As such, Deutsche Telekom qualifies as a GRI under Moody's
GRI methodology. The company's Baa1 rating benefits from a one-
notch uplift derived from the government's ownership. Moody's
certainly doesn't believe the German government would support the
combined entity and also doubt that DT would be willing to provide
additional support as it has made several attempts to exit the US
market, and retains the right to sell both the intercompany notes
and its equity position in the new company.

"The merger gives the combined company increased scale and an
enhanced competitive position against the big two US wireless
operators (Cellco Partnership dba "Verizon Wireless", rated A2
with a stable outlook, and AT&T Mobility, unrated) who dominate
the market," said Dennis Saputo, Moody's Senior Vice President.
That said, Sprint Nextel Corporation (Sprint) (B1 Corporate Family
Rating, under review -- Direction Uncertain), the number three
operator, would likely emerge as a stronger force should SOFTBANK
Corporation (Baa3 Issuer Rating, ratings under review for
downgrade) be successful in its acquisition of 70% of Sprint's
common stock and planned $8 billion equity infusion.
"Consequently, we believe that the combined company will still
find it challenging to improve subscriber trends, increase market
share and accelerate earnings growth", concluded Saputo. The
combination of MetroPCS and T-Mobile USA will create a wireless
operator with approximately $25 billion in revenues and 42 million
customers, both of which represent about 12% of the U.S. wireless
industry.

The capital structure of the combined company will include
MetroPCS' existing $5.5 billion of senior unsecured notes and
financing provided by DT. DT will receive $11.2 billion of new
senior unsecured notes to refinance T-Mobile's current
intercompany debt. The DT notes consist of four $2.5 billion
senior unsecured notes, each maturing annually from 2019 to 2022,
and $1.2 billion senior unsecured notes maturing in 2023. The DT
notes rank pari passu with MetroPCS' senior unsecured notes.
MetroPCS' former $100 million senior secured revolving credit
facility will be replaced with a $500 million senior unsecured
revolving credit facility provided by DT. The new revolver and DT
notes will be guaranteed by the combined company and by all of T-
Mobile's wholly-owned domestic restricted subsidiaries.

Moody's expects MetroPCS to maintain very good liquidity over the
next twelve months, primarily consisting of its large cash
balances. On December 30, 2012, MetroPCS had $2.37 billion in cash
and $245 million in highly liquid short-term investments and also
has access to $100 million under its senior secured revolving
credit facility, which expires in March 2016. The facility was
undrawn as of 12/30/2012. The current revolving credit facility
will be replaced with a $500 million senior unsecured revolving
credit facility expiring in 2018, which will further strengthen
the combined company's liquidity profile.

Moody's expects the combination of cash and short-term investments
to grow modestly through 2013. Cash from operations (Moody's
adjusted) is expected to be about $7 billion in 2013 and capital
spending (Moody's adjusted) is expected to be about $6.6 billion
in 2013. The company does not have any large debt maturities until
2018 when $1 billion of MetroPCS notes mature. Moody's also
recognizes the combined company has a broad spectrum portfolio and
its assets are divisible by markets, which could potentially be
sold if needed, without materially impacting its overall business.

MetroPCS' stable outlook reflects Moody's belief that the merger
will present strategic and operational synergies that will enable
the combined company to stabilize its market share over time and
eventually lead to margin expansion.

MetroPCS's rating could be upgraded if the combined company
returns to a strong growth trajectory by reducing churn and
increasing subscriber counts. If total churn falls below 3%
(Moody's calculates it as 3.40% for year-end 2012) EBITDA growth
will accelerate and free cash flow will grow rapidly.
Specifically, Moody's could raise the rating if leverage is likely
to drop below 4.0x and free cash flow were to improve to the high
single digits percentage of total debt (note that all cited
financial metrics are referenced on a Moody's adjusted basis).

Downward rating pressure could develop if the Company's leverage
approaches 4.5x and free cash flow drops below 2% of total debt.
This could occur if EBITDA margins come under sustained pressure,
declining to below 30%. In addition, deterioration in liquidity
could pressure the rating downward.

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


MOOD MEDIA: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it had lowered its
long-term corporate credit rating on Canada-based in-store media
company Mood Media Corp. to 'B-' from 'B'.  The outlook is stable.

At the same time, S&P lowered its issue ratings on Mood Media's
senior unsecured notes to 'CCC+' from 'B-'.  The recovery rating
on these notes is '5', indicating S&P's expectation of "modest"
(10%-30%) recovery for noteholders in the event of a payment
default.

S&P also lowered its issue ratings on Mood Media's revolving
credit facility and on its $355 million first-lien term loan to
'B+' from 'BB-'.  The recovery rating on these facilities is '1',
indicating S&P's expectation of "very high" (90%-100%) recovery in
an event of payment default.

Unexpected operating underperformance in the fourth quarter of
2012, failure to execute on envisaged synergies, and a
disappointing outlook for 2013 earnings have led S&P to revise
downward its base-case scenario.  In S&P's view, the various
acquisitions undertaken in 2012 have created substantial execution
risks that could lead to significantly weaker credit metrics and
reduced financial flexibility.

As a result, S&P has revised its assessment of Mood Media's
financial risk profile to "highly leveraged" from "aggressive".
S&P's assessment of Mood Media's "weak" business risk profile
remains unchanged.

The stable outlook reflects S&P's view that Mood Media will make
progress in integrating acquisitions undertaken in 2012 and
maintain an adjusted EBITDA margin of about 20% while generating
modestly positive free cash flow.  S&P considers adjusted debt to
EBITDA of 5x-6x and EBITDA interest coverage of more than 1.5x as
commensurate with the rating.

S&P could lower the rating if a decline in earnings led to a
further reduction in financial covenants headroom to below 10%.

An upgrade would depend on adjusted debt to EBITDA of less than 5x
and EBITDA interest coverage of more than 2.5x on a sustained
basis.  An upgrade would also hinge on Mood Media's increasing
headroom under its financial covenants to more than 15%.


NAVISTAR INTERNATIONAL: Names Jack Allen Chief Offering Officer
---------------------------------------------------------------
Navistar International Corporation's Board of Directors has
appointed Jack Allen as executive vice president and chief
operating officer, effective immediately.  Mr. Allen, 55, has been
president of the company's North America Truck and Parts business
since June 2012.

"Jack is a results-focused leader with a deep understanding of the
commercial truck industry and Navistar.  He has successfully run
nearly every important part of our business at one point during
his 31-year career at the company," said Troy Clarke, Navistar
president and chief executive officer.  "Together, Jack and I look
forward to working with our experienced leadership team and
talented group of employees as we take further steps to strengthen
our North American core businesses, improve quality and customer
satisfaction, drive future profitability, and deliver value to
shareholders."

Prior to his most recent assignment, Mr. Allen served as
president, North America Truck since 2008.  Previously, he was
president of Navistar's Engine Group, where he led major business
initiatives including the acquisition of Brazilian engine producer
MWM and a partnership with MAN of Germany.  He also has served as
vice president and general manager of the company?s Parts
organization.

Mr. Allen joined the company in 1981 as a design engineer.  He
holds a Bachelor of Science degree from the Milwaukee School of
Engineering and an MBA from the Illinois Institute of Technology.
He is a board member of The Valspar Corporation (NYSE: VAL). He
also serves on the boards of the Milwaukee School of Engineering's
Corporation Council and Lurie Children's Hospital of Chicago.

In connection with Mr. Allen's promotion to Executive Vice
President and Chief Operating Officer, the Compensation Committee
of the Board approved an increase in Mr. Allen's base salary
compensation to $740,000 and provided him with other benefits
commensurate with his new position.

On April 19, 2013, the Company filed with the Secretary of State
of the State of Delaware (i) a Certificate of Correction that in
effect voids the Company's Certificate of Retirement of Stock
filed with the Secretary of State effective July 30, 2003, which
had retired all of the Company's 26,000,000 authorized shares of
Class B Common Stock, and (ii) a Certificate of Retirement of
Stock, as set forth in Exhibit 3.1, retiring 25,641,545 authorized
shares of the Company's Class B Common Stock.  These filings were
solely for the purpose of correcting an error in the 2003
Certificate of Retirement.  The 2013 Certificate of Retirement has
the effect of amending the Company's Restated Certificate of
Incorporation, as amended.  After giving effect to these filings,
the Company has the authority to issue 260,358,455 shares, of
which 358,455 shares are Class B Common Stock.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.  The Company's balance sheet at Oct. 31, 2012, showed $9.10
billion in total assets, $12.36 billion in total liabilities and a
$3.26 billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NAVISTAR INTERNATIONAL: Inks Employment Agreement with CEO
----------------------------------------------------------
Navistar International Corporation entered into an employment
agreement with Troy A. Clarke to serve as the Company's  President
and Chief Executive Officer.  Mr. Clarke replaced Lewis B.
Campbell, the Company's Executive Chairman and Interim Chief
Executive Officer, who resigned on April 15, 2013.

The employment of Mr. Clarke under the Agreement commenced on
April 15, 2013, and will end on April 14, 2016, unless it is
terminated earlier by the Company or by Mr. Clarke.

The Company has agreed to nominate Mr. Clarke as a candidate for
election as a director by the stockholders at each annual meeting
held during the Service Term.
     
Mr. Clarke will receive an initial annual base salary of $900,000,
which will be reviewed by the Board at least annually and may
increase (but not decrease) from the level in effect immediately
prior to such review.

Mr. Clarke was also appointed as a member of the Board filling the
vacancy created by Mr. Campbell's resignation.  Because he is an
executive officer of the Company, Mr. Clarke will not receive any
separate compensation for his services as director.

A copy of the Employment Agreement is available at:

                        http://is.gd/GCB3bF

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.  The Company's balance sheet at Oct. 31, 2012, showed $9.10
billion in total assets, $12.36 billion in total liabilities and a
$3.26 billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NETFLIX INC: Moody's Says Notes Conversion is Credit Positive
-------------------------------------------------------------
Moody's Investors Service said that Netflix's (Ba3 Corporate
Family Rating, stable outlook) conversion of its $200 million
zero-coupon convertible notes is credit positive, but anticipated
within Moody's outlook for the company. As a result of the
conversion, the company's domestic leverage declines to 1.2x from
1.6x as of 3/31/13 (including Moody's standard adjustments and
allocation of overhead to the domestic business) and gross
leverage declines to 4.4x from 5.7x.

Netflix had strong subscriber growth in the first quarter of 2013,
adding about 2 million net domestic streaming subscribers. While
the first quarter is typically a strong quarter for the company
and Moody's doesn't expect such levels of growth to continue into
the second and third quarter, Moody's believes Netflix is well
placed to meet Moody's expectations of 4-5 million new domestic
streaming subscribers in 2013. Netflix also demonstrated its
ability to manage content costs while growing subscribers, as its
total content liabilities (including off balance sheet
liabilities) increased by only $100 million in the first quarter,
to $5.7 billion. The company's domestic streaming contribution
profit margin increased to 20.6% in Q1 2013 from 19.2% in Q4 2012.
In Moody's view, it is crucial for the company's long term credit
worthiness to increase the profitability of its streaming
business, while retaining and growing streaming subscribers, as it
loses high margin DVD subscribers.

Given the debt reduction coupled with growth in subscribers and
profitability, Moody's believes Netflix is on track to become well
positioned in the Ba3 rating category over the course of 2013.

Netflix Inc. ("Netflix"), with its headquarters in Los Gatos,
California, is the largest subscription video-on-demand (SVOD)
service in the United States, providing access to movies and TV
shows online and via the delivery of DVD rentals, with annual
revenues of over $3.7 billion.


NORTEL NETWORKS: Units Spar on Discovery in $7B Liquidation Row
---------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that with Nortel Networks
Corp.'s $7.3 billion battle over liquidation proceeds now fixed to
begin Jan. 6, the bankrupt Canadian telecom and its affiliates
championed competing visions of pretrial discovery Wednesday as
they scrambled to establish a working schedule before delays ate
into the already cramped cross-border process.

According to the report, the bankruptcy judges who will preside
over the international clash -- U.S. Bankruptcy Judge Kevin Gross
of the District of Delaware and Chief Justice Geoffrey Morawetz of
the Ontario Superior Court -- announced last week that the joint
trial will be conducted Jan. 6.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.


ORLANDO, FL: Fitch Affirms 'BB+' Rating on TDT Revenue Bonds
------------------------------------------------------------
Fitch Ratings has affirmed the following bonds for the city of
Orlando:

-- $181.7 million senior lien tourist development tax (TDT)
    revenue bonds (sixth cent contract payments) series 2008A at
    'BB+';

-- $33.4 million second lien subordinate TDT revenue bonds (sixth
    cent contract payments) series 2008B at 'B'.

The Rating Outlook for the senior lien bonds is revised to
Positive from Stable.

The Rating Outlook for the second lien subordinate bonds is
Stable.

SECURITY

The 2008A and 2008B revenue bonds are limited obligations of the
city secured by the discrete trust estate, including pledged
funds, for each respective series of bonds. The majority of
pledged funds consist of 50% of a one cent tax levied county-wide
on hotel stays. The hotel tax is collected by the county and
remitted to the city according to an interlocal agreement.

Pledged revenues also include a fixed installment payment payable
from the remaining half of the one cent tax, and equal to $2.8
million available through 2018. Pledged funds are allocated to
each trust estate of the three series of bonds (Fitch does not
rate the series 2008C bonds) according to a flow of funds with
revenues distributed to each trust estate according to the
seniority of the series. Additional security is provided by a
dedicated liquidity reserve and debt service reserve fund for each
series with each established at 50% of respective maximum annual
debt service (MADS) for a total combined reserve for each series
of 100% of MADS.

KEY RATING DRIVERS

OUTLOOK REVISED TO POSITIVE: The revision in Outlook from Stable
to Positive for the senior lien bonds reflects the consistent
expansion of TDT receipts now extended for over three years. This
growth trend is expected to continue as five month collections for
fiscal 2013 are up significantly over prior year to date
collections and nearly 25% above partial year fiscal 2009
receipts.

With 15% declines in fiscals 2001-2002 and 2009, the TDT remains
an economically sensitive and volatile revenue.

THIN DEBT SERVICE COVERAGE DESPITE TDT GROWTH: Debt service
coverage for the senior series 2008A bonds and combined senior
bonds and subordinate series 2008B bonds has improved but remains
thin, even with recent TDT growth. Negligible revenue growth for
the series A bonds and generally modest growth for the series B
bonds are required to ensure payment of both series of bonds
without a draw upon reserves.

RESERVE CUSHION: Each series of bonds was issued with a liquidity
reserve equal to 1/2 maximum annual debt services (MADS) and a
debt service reserve account (DSRA) equal to 1/2 MADS, with the
intention that the cushion could provide sufficient cash flow to
compensate against periods of weak revenue performance. A one-time
cash infusion from unused construction proceeds has fully
replenished the liquidity reserve for the series 2008B bonds, and
the liquidity reserve for the series 2008A bonds remains fully
funded. There has never been a draw on either DSRA.

BONDHOLDERS PROTECTED UPON CROSS DEFAULT: A default for any of the
series results in a cross default under the indenture. The ensuing
flow of funds is structured to honor the lien status.

NO ADDITIONAL DEBT: Additional debt is prohibited under the
indentures, excluding refundings.

PREMIER TOURIST DESTINATION: The city is home to Disney World, a
world-class tourist attraction. The strength of the amusement park
and other area attractions has enabled the leisure industry to
rebound relatively quickly from downturns.

RATING SENSITIVITIES

SUSTAINED TDT GROWTH: Continuation of TDT growth could lead to
positive rating action for the senior lien bonds.

DECLINE IN TDT REVENUE: Conversely, a reversal of recent positive
trends could lead to coverage at levels inconsistent with even the
current low ratings.

CREDIT PROFILE

CONSISTENT THREE YEAR TDT GROWTH

TDT revenues are experiencing a sustained recovery which is now
entering its fourth year. Five month fiscal 2013 year-to-date
collection through February 2013 are up 6.3% from the equivalent
period in fiscal 2012 and are 24% higher than in the first five
months of fiscal 2009.

Since February 2010, TDT collections have increased every month on
a year over year basis, with two exceptions. The first exception
was a negligible 0.4% drop in December 2011 collections. The
second exception was a 35% month over month decrease in September
2012, attributable to a sizable litigation settlement between the
county and Expedia.com which was tacked on to September 2011
collections. Adjusting for the settlement payments, September 2012
TDT revenues expanded by a healthy 5.1% over prior year revenues.
For the entire fiscal 2012, TDT revenues gained 4.2% net of the
Expedia settlement and have grown a substantial 19% since fiscal
2009.

The ongoing recovery has been boosted by a combination of pent-up
theme park demand according to officials, an improving economy, an
influx of foreign visitors and a Harry Potter attraction at the
Universal Theme Park which opened in 2010. Area hotel occupancy
and room rates, excluding Disney hotels which are not publicly
disclosed, have exhibited solid growth since 2009.

Both Disney World and Universal are in the process of making
sizable investments in their Orlando theme parks. Disney recently
opened the first phase of its Fantasyland expansion and is about
to begin the renovation of Downtown Disney. Universal is in the
process of developing an 1,800 room hotel on-site and will be
premiering a new Transformers ride during the summer. New features
at existing theme parks, such as the planned Antarctica ride at
SeaWorld and the expansion of Legoland, are expected to further
boost visitor numbers.

HISTORICAL GROWTH MARRED BY PERIODS OF SHARP DECLINES

Historical TDT revenues experienced robust growth, increasing at
an average annual rate of 12.7% from 1979 to 2000. During the past
decade, however, the TDT suffered its first-time annual drop
falling 3.1% in fiscal 2001. The TDT fell an additional 12.6% in
fiscal 2002 and 15.4% in fiscal 2009. The recent volatility of the
revenue stream underscores the economically sensitive nature of
the TDT and its dependence upon the local tourist sector.

Some revenue stability is provided by an annual installment
payment equal to $2.8 million to be received monthly through Nov.
15, 2018. In fiscal 2012, the installment payments equalled 16% of
pledged revenues.

THIN COVERAGE RATIOS, CUSHIONS FROM RESERVES

Despite the recovery in TDT collections, coverage of series 2008A
and 2008B debt service remains thin. The bonds were structured
with the larger principal and interest payments payable on Nov. 1
as revenue collections have historically been more robust during
the summer months.

The flow of funds is unusual as the first interest payment in each
bond year is paid across all series while for the second principal
and interest payment, senior debt service is paid prior to the
second and third liens. As a consequence, debt service
requirements are substantially higher for November payment dates.
Both on a historical and projected basis, coverage has been
narrower for the November dates, and Fitch rates to these lower
ratios.

TDT revenues collected from March through August of 2012 provided
a slim 1.25x debt service coverage for the series 2008A November,
2012 payment. September through February 2013 revenues will cover
the May, 2013 interest-only bond payment much more robustly at
1.87x. For full year 2013 series 2008A debt service, projected TDT
coverage is a narrow but improving 1.4x. Payment of all series
2008A bonds without a draw on the reserve funds requires very
modest TDT growth over the life of the issue.

Under the Fitch base case scenario of 2.3% annual growth, equal to
the average annual growth since fiscal 2000, TDT revenues would
provide debt service coverage of at least 1.2x. Fitch stress
scenarios that mirror the severe historical revenue declines of
the past decade, followed by a conservative recovery and then
baseline growth, demonstrate that reserves would be required to
augment pledged revenues.

For combined series 2008A and subordinate series 2008B debt
service, TDT revenues provided slim 1.13x coverage in November,
2012. Under the Fitch base case scenario, TDT coverage would range
from 1.1x - 1.2x through November 2020. Fitch stress scenarios
described above would result in a default of the series B bonds.

CASH RESERVES OFFSET TDT VOLATILITY

The liquidity reserves for each series were established to
compensate for expected fluctuations in TDT collections. Use of
the liquidity reserve does not constitute a material event, and
use of the DSRA does not constitute a default. The series 2008A
liquidity reserve has been fully funded since the middle of 2009
when it was replenished subsequent to a draw to compensate for
lower than anticipated capitalized interest earnings. The series
2008B liquidity reserve was replenished in July, 2011 with the
payment of $392K of unused construction. The DSRA has never been
utilized for either series of bonds.

ADEQUATE BONDHOLDER PROJECTIONS

Legal provisions include a cross-default provision, which
stipulates that the default of one series of bonds under the
indenture is an event of default under all indentures. Upon
default, the flow of funds directs payment of principal and
interest to the holders of the series 2008A bonds and subsequently
to the owners of the 2008B bonds, prior to any payments to third
lien bondholders.

It is likely that a cross-default will occur during the life of
the bonds, given that the series 2008C defaults in the Fitch base
case scenario and in all of the stress tests. Average annual
revenue growth of 11.1% is required to generate sufficient income
to avoid default on the series 2008C through 2020. Fitch considers
this to be optimistic, given the recent trend of TDT volatility.

Additional debt is prohibited under the indenture, except for
refundings. Additional bonds for refunding purposes may be issued
if, during any consecutive 12 of the previous 25 months, contract
revenues equaled at least 1.33x MADS on all existing and proposed
debt and 1.10x MADS on all senior and second-lien bonds. The
calculation excludes installment payment revenues.

CENTRAL FLORIDA ECONOMY STRENGTHENS

The local economy is experiencing a sustained recovery as
evidenced by solid job growth and lowered unemployment rates.
Employment levels within the Orlando metropolitan statistical area
(MSA) increased by 1.7% and 2.6% in 2011 and 2012, respectively
after three consecutive years of job losses. MSA employment for
February 2013 shows a year over year increase of 3.2% or
approximately 32,000 jobs. Consequently, unemployment rates have
dipped from over 10% during 2011 to 7.1% as of February, below the
state and national rates of 7.8% and 7.7%, respectively.

The leisure and hospitality sector is a major component of the
local economy, comprising about 21% of total employment and leads
all other sectors in job growth over the past several years.
Disney is the dominant player, employing about 58,000 or over 10%
and 5% of county and MSA employment, respectively. Universal
reports 13,000 employees while SeaWorld of Orlando's workforce
totals approximately 7,000. Beside growing TDT collections,
consistent expansion in leisure and hospitality employment and
generally higher occupancy and hotel room rates reflect the
growing strength of this sector.

Economic diversification continues to take hold, most notably
within the education and health services sectors. A growing
biotechnology and life sciences cluster is anchored by The
University of Central Florida's (UCF) Health Sciences Campus,
which is home to its College of Medicine and the Burnett College
of Biomedical Sciences, in addition to M.D. Anderson Cancer Center
and Sanford-Burnham Medical Research Institute. In addition,
Nemours Children's Hospital recently opened and completion of a
new Veteran's Administration hospital is projected for mid to late
2013. Arduin, Laffer & Moore Econometrics estimated the creation
of 30,000 jobs and $7.6 billion in economic impact over 10 years
as a result of the UCF activity and related life sciences
development.


OTELCO INC: Schedules Filing Deadline Extended Through May 23
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Otelco, Inc., et al.'s deadline to file their schedules of assets
and liabilities and statements of financial affairs through and
including May 23, 2013.

In the event that confirmation of the Debtors' Plan of
Reorganization occurs before the schedules filing deadline, then
the requirement that the Debtors file their Schedules and
Statements will be waived; provided, however, that if the Debtors
seek to establish a claims bar date, the waiver will be null and
void and the extension of time will terminate.

                        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.


PALM COURT: Case Summary & 11 Unsecured Creditors
-------------------------------------------------
Debtor: Palm Court Partners LLC
        c/o J Dapper
        985 White Drive, Ste. 100
        Las Vegas, NV 89119

Bankruptcy Case No.: 13-13448

Chapter 11 Petition Date: April 22, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Thomas H. Fell, Esq.
                  GORDON SILVER
                  3960 Howard Hughes Pky 9th Flr
                  Las Vegas, NV 89169
                  Tel: (702) 796-5555
                  Fax: (702) 369-2666
                  E-mail: tfell@gordonsilver.com

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

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

A list of the Company's 11 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nvb13-13448.pdf

The petition was signed by J. Christopher Dapper, manager.


PATRIOT COAL: Reaches Accord on Nonunion Worker Benefits
--------------------------------------------------------
Joe Whittington & Tiffany Kary, writing for Bloomberg News,
reported that Patriot Coal Corp. (PCXCQ), the bankrupt mining
company, reached a settlement resolving how it will reduce
benefits for nonunion retirees, a lawyer said.

According to the Bloomberg report, Patriot will pay $4 million
into a plan administered by a trustee to pay benefits for nonunion
workers, Brian Resnick, a lawyer for Patriot, said on April 24 in
U.S. Bankruptcy Court in St. Louis. The payment would consist of
$250,000 in cash plus stock in a reorganized company, he said.
Life insurance will be capped at $30,000 and current benefits will
stay in effect until July 31 under the settlement.

"The deal we cut with the nonunion employees is encouraging,"
Marshall Huebner, another lawyer for Patriot, told U.S. Bankruptcy
Judge Kathy Surratt-States, Bloomberg related.  The company is
"moving forward" talks with unionized employees, Huebner said.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Judge Denies Trustee, Equity Committee
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in a victory for Patriot Coal Corp., U.S. Bankruptcy
Judge Kathy A. Surrat-States at an April 23 hearing denied a
motion by noteholders Aurelius Capital Management LP and
Knighthead Capital Management LLC seeking appointment of a
Chapter 11 trustee.  She said there was no evidence of fraud or
mismanagement.  The noteholders wanted a trustee, saying the
company is proposing to saddle nonunion mines with liabilities to
workers at union-organized operations.

According to the report, the judge also denied a request for
appointment of an official committee to represent shareholders.
Patriot laid out financial information to show the company is
insolvent and in no position to give stockholders a distribution
in bankruptcy.

The judge, the report adds, extended the company's exclusive right
to propose a reorganization plan until Sept. 2.  The noteholders
opposed longer exclusive plan-filing rights, arguing for the
ability to file a separate plan for the nonunion mines. The
company contended it's impossible to reorganize only part of the
company for multiple reasons.

The coal producer is facing another pivotal hearing on April 29
regarding modifications to union contracts and benefits.  Patriot
is seeking modifications of union collective-bargaining agreements
and retirement benefits.  To prevail, Patriot must show that the
company can't reorganize without relief from union contracts.

According to the report Patriot announced April 23 it had reached
an agreement allowing termination of health and life insurance
benefits for salaried retirees and those who weren't represented
by unions.  The company initially was aiming to save $26.9 million
in cash over five years.  Patriot will fund a trust to purchase
replacement insurance with $250,000 in cash plus stock in the
reorganized company, for total funding of $4 million.  Current
benefits will continue until July.  Life insurance benefits will
be capped at $30,000.

The judge also awarded Patriot the ability to investigate Peabody
Energy Corp., the company's former parent.  Patriot and the
creditors want access to documents Peabody refused to turn over.
Patriot and the creditors' committee are investigating whether the
October 2007 spinoff "constituted an actual or constructive
fraudulent transfer."

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PHOENIX CORPORATION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: The Phoenix Corporation
        dba TPC Glass
        611 Industrial Park Drive
        Newport News, VA 23608

Bankruptcy Case No.: 13-50614

Chapter 11 Petition Date: April 22, 2013

Court: United States Bankruptcy Court
       Eastern District of Virginia (Newport News)

Judge: Stephen C. St. John

Debtor's Counsel: Karen M. Crowley, Esq.
                  CROWLEY, LIBERATORE, RYAN & BROGAN, P.C.
                  Town Point Center, Suite 300
                  150 Boush Street
                  Norfolk, VA 23510
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501
                  E-mail: kcrowley@clrbfirm.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/vaeb13-50614.pdf

The petition was signed by Randy D. Pollard, president.


POWER BUYER: S&P Assigns Preliminary 'B' Corp. Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B' corporate credit rating to Plymouth, Mich.-based
Power Buyer LLC.  The outlook is stable.

At the same time, S&P assigned preliminary 'B' issue level ratings
and preliminary '3' recovery ratings to the company's proposed
$60 million revolving credit facility, $385 million first-lien
term loan, and $50 million delayed draw term loan.  The '3'
recovery rating indicates S&P's expectation that lenders would
receive meaningful (50% to 70%) recovery in the event of a payment
default.  S&P also assigned a preliminary 'CCC+' issue-level
rating and preliminary '6' recovery rating to the company's
proposed $140 million second-lien term loan.  The '6' recovery
rating indicates S&P's expectation that lenders would receive
negligible (0% to 10%) recovery in the event of a payment default.

The ratings will depend on S&P's receipt and satisfactory review
of all final transaction documentation as well as the 2012 audited
financial statements for Power Holdings.  Accordingly, the
preliminary rating should not be construed as evidence of a final
rating.  If S&P do not receive final documentation within a
reasonable time, or if final documentation departs from the
materials it reviewed, S&P reserves the right to withdraw or
revise its rating.

The preliminary ratings on Power Buyer reflect S&P's assessment of
the company's business risk profile as "weak" and financial risk
profile as "highly leveraged."  The business profile is supported
by EBITDA margins in the high-teens percentage area as a regional
provider of maintenance and infrastructure services to electric
and gas utilities.  The highly leveraged financial profile
reflects the company's substantial debt burden and ownership
by a financial sponsor.

S&P expects an affiliate of Kelso & Co. will use proceeds of the
term loans to refinance existing debt and partly fund the
acquisition of PowerTeam Services LLC to combine with portfolio
company Power Holdings to operate under Power Buyer LLC.  S&P
expects the revolving credit facility will remain undrawn at
closing.  The delayed draw term loan will be available for 12
months for acquisitions, provided pro forma first-lien net
leverage is below 4x.

"Pro forma for the transaction, we expect the company to generate
positive free cash flow, with credit metrics consistent with a
highly leveraged financial risk profile, such as debt to EBTDA
approximately 5.7x," said Standard & Poor's credit analyst Robyn
Shapiro.  S&P expects credit metrics to remain stable over the
intermediate term, given its assumptions for gradual EBITDA
improvements and its assumption that management will approach
growth prudently.

S&P's stable rating outlook reflects its belief that Power Buyer
will achieve positive free cash flow in 2013, given the relatively
favorable trends in the electric and gas utility maintenance
outsourcing markets and its track record of EBITDA margins in the
high-teens percentage area.

However, S&P could lower its rating if free operating cash flow
generation were to become negative or if S&P believed that debt to
EBITDA would trend higher than 6x.  This could occur from an
unexpected decline in its maintenance business or missteps with
any acquisitions.

S&P considers an upgrade unlikely because it believes the
company's financial risk profile will remain highly leveraged
under its financial sponsors.


POWERWAVE TECHNOLOGIES: Loan Approved, Auction Set for May 13
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Powerwave Technologies Inc. received final approval
from the bankruptcy court on April 23 for a $5 million loan that
averted a forced sale when no buyer was in sight.

The loan, from an affiliate of Gores Group, meant that Powerwave
wasn't forced to hold an auction on April 8.  Instead, bids are
now due initially on May 9, followed by a May 13 auction and a
sale-approval hearing on May 15.

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Cal., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.

Prepetition secured lender, P-Wave Holdings LLC, is represented by
Martin A. Sosland, Esq., and Joseph H. Smolinsky, Esq., at Weil
Gotshal & Manges LLP; and Mark D. Collins, Esq., and John H.
Knight, Esq., at Richards Layton & Finger.

The Official Committee of Unsecured Creditors has retained Sidley
Austin LLP; Young Conaway Stargatt & Taylor LLP; and Zolfo Cooper,
LLC.


PREMIERWEST BANCORP: Deregisters Common Stock with SEC
------------------------------------------------------
PremierWest Bancorp filed a Form 15 with the U.S. Securities and
Exchange Commission to voluntarily terminate the registration of
its common stock.  As of April 9, 2013, there was no holder of the
Company's common stock.  As a result of the Form 15 filing,
PremierWest's reporting obligations with the SEC under Sections 13
and 15(d) of the Exchange Act will be suspended.

                     About PremierWest Bancorp

PremierWest Bancorp is a bank holding company headquartered in
Medford, Oregon.  The Company operates primarily through its
principal subsidiary, PremierWest Bank, which offers a variety of
financial services.

The Company incurred a net loss of $11.4 million in 2012, as
compared to a net loss of $15.1 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $1.140 billion in total
assets, $1.067 billion in total liabilities, and stockholders'
equity of $73.4 million.

"Pursuant to the Agreement with the FDIC, the Bank was required to
increase and maintain its Tier 1 capital in such an amount as to
ensure a leverage ratio of 10% or more by Oct. 3, 2010, well in
excess of the 5% requirement set forth in regulatory guidelines.
The 10% leverage ratio was not achieved by Oct. 3, 2010.
Management believes that, while not achieving this target in the
timeframe required, the Company has demonstrated progress, taken
prudent actions and maintained a good-faith commitment to reaching
the requirements of the Agreement.  Management continues to work
toward achieving all requirements contained in the regulatory
agreements in as expeditious a manner as possible," the Company
said in its annual report for the year ended Dec. 31, 2012.


PREMIUM PROTEIN: MatlinPatterson Can't Slip WARN Suit
-----------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a Delaware district
judge on Tuesday refused to dismiss a putative class action
against MatlinPatterson Global Advisers LLC, ruling that
terminated workers of a meat processing operation could bring a
federal employment claim against the private equity firm as the
bankrupt company's parent.

According to the report, the complaint alleges that
MatlinPatterson and its affiliates, as majority owners of
Nebraska-based Premium Protein Products LLC, violated the Worker
Adjustment and Retraining Notification Act by shuttering the
company's plants on three days' notice.

Premium Protein Products, LLC, is an operator of slaughtering and
fabrication operations in Nebraska.  Premium Protein filed for
Chapter 11 bankruptcy protection on November 10, 2009 (Bankr. D.
Neb. Case No. 09-43291).  Robert V. Ginn, Esq., at Blackwell
Sanders Peper Martin LLP, assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


QUALTEQ INC: Full-Payment Plan Confirmed in Chicago
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of Qualteq Inc. are almost all being
paid in full under the liquidating Chapter 11 plan approved when
the bankruptcy judge in Chicago signed a confirmation order on
April 23.  Creditors were practically unanimous in accepting the
plan.

According to the report, creditors with about $9.8 million in
claims are being paid in full from a liquidating trust.  Lenders
with mortgages on real estate securing about $34 million also will
be paid in full from sales of the underlying properties.

The plan was the product of a sale when the business was purchased
in November by Valid USA Inc. for $51.2 million.  The price
included $46.1 million in cash plus the assumption of liabilities.
Seven parcels real estate were sold separately for $37 million.
The disclosure statement contained a projection showing
$13.7 million left over for the company's owners after creditors
are paid.

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors.  Lowenstein
Sandler PC is counsel to the Committee.  Avadamma LLC disclosed
$38,491,767 in assets and $36,190,943 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.  Lowenstein Sandler PC represents the
Committee.  Eisneramper LLP serves as its accountants and
financial advisors.

In November 2012, the Qualteq trustee completed the sale of the
business for $51.2 million to Valid USA Inc.  The price included
$46.1 million in cash plus the assumption of liabilities.

At the request of Bank of America NA, the bankruptcy judge
appointed a Chapter 11 trustee in May 2012.  The case was
transferred to Chicago from Delaware in February 2012.

Fred C. Caruso, the Chapter 11 Trustee, tapped Hilco Real Estate,
LLC, as real estate advisors.

The Debtors' Third Amended Joint Plan of Reorganization provides
that on or after the Confirmation Date, the applicable Debtors or
Reorganized Debtors may enter into Restructuring Transactions and
may take actions as the Debtors or the Reorganized Debtors
determine to be necessary or appropriate to (i) effect a corporate
restructuring of their respective businesses; (ii) to simplify the
overall corporate structure of the Reorganized Debtors; or (iii)
to preserve the value of any available net operating losses and
other favorable tax attributes; or (iv) to maximize the value of
the Reorganized Debtors, all to the extent not inconsistent with
any other terms of the Plan or existing law.


QUEBECOR WORLD: Bankr. Court Sides With Trustee in Clawback Suits
-----------------------------------------------------------------
Eugene I Davis, as Litigation Trustee for the Quebecor World
Litigation Trust, scored two victories this week after Bankruptcy
Judge Sean H. Lane in Manhattan ruled in his favor in two clawback
lawsuits:

     1. Eugene I Davis, as Litigation Trustee for the Quebecor
        World Litigation Trust, Plaintiff, v. R.A. Brooks
        Trucking, Co., Inc., Defendant, Adv. Proc. No. 10-02212
        (Bankr. S.D.N.Y.), and

     2. Eugene I. Davis, as Litigation Trustee for the Quebecor
        World Litigation Trust, Plaintiff, v. All Points
        Packaging & Distribution, Inc., Defendant, Adv. Proc.
        No. 10-01009 (Bankr. S.D.N.Y.).

On April 22, 2013, Judge Lane issued proposed findings of fact and
conclusions of law in each of the adversary proceedings,
recommending that the district court:

     -- grant, in large part, the motion for summary judgment
        filed by the Plaintiff and deny R.A. Brooks' cross-motion
        for summary judgment, and

     -- grant summary judgment in favor of the Plaintiff and
        deny All Points' motion for summary judgment.

The Quebecor Litigation Trustee sued North Little Rock, Arkansas-
based R.A. Brooks, which provides transportation services to its
customers, to avoid and recover 10 alleged preferential transfers
totaling $117,370 made by Quebecor World (USA) to R.A. Brooks
during the 90-day period before the Debtor filed its Chapter 11
case plus prejudgment interest of $15,191.  R.A. Brooks opposed
the motion and filed a cross-motion for summary judgment.

R.A. Brooks has filed a proof of claim, but has not consented to
final adjudication of the preference action in the Bankruptcy
Court.  In view of Stern v. Marshall, 131 S.Ct. 2594, 2609 (2011),
the Bankruptcy Court is limited to issuing recommendation --
through a proposed findings of fact and conclusions of law -- to
the district court on the appropriate resolution of the pending
motion.

The Trustee also sued All Points, which provided shrink wrap
materials to the Debtors, to recover property transferred in
October 2007 in the amount of $67,078.  All Points claims the
transfer is not a preference because it is made in the ordinary
course of business.

Judge Lane is again limited to issuing a recommendation after the
district court ruled on a motion to withdraw the reference filed
by All Points, holding that the claims are "likely outside of the
bankruptcy court's final adjudicative authority."

A copy of the Bankruptcy Court's Proposed Findings of Fact and
Conclusions of Law in the R.A. Brooks case is available at
http://is.gd/Vlaiq1from Leagle.com.

A copy of the Bankruptcy Court's Proposed Findings of Fact and
Conclusions of Law in the All Points case is available at
http://is.gd/ArTgUSfrom Leagle.com.

In an April 23 memorandum and decision in the R.A. Brooks case,
Judge Lane granted the Plaintiff's motion for summary judgment, in
large part, and denies the Defendant's motion.  A copy of that
decision is available at http://is.gd/Z45f6Bfrom Leagle.com.

                        About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

On June 30, 2009, Judge Peck and the Honorable Judge Robert
Mongeon of the Quebec Superior Court of Justice, in a joint
hearing, approved the plan of compromise filed by Quebecor World
Inc. and its affiliates in their cases before the Canadian
Companies' Creditors Arrangement Act and the Chapter 11 plan of
reorganization filed by Quebecor World (USA), Inc., and its debtor
affiliates in the U.S. Bankruptcy Court.

On July 21, 2009, Quebecor World Inc. and its affiliated debtors
and debtors-in-possession emerged from protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 11 of
the U.S. Bankruptcy Code.  Quebecor World emerged from bankruptcy
as World Color Press Inc."


RED MOUNTAIN: Incurs $3-Mil. Net Loss in Q3 Ended February 28
-------------------------------------------------------------
Red Mountain Resources, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $3.0 million on $2.5 million of
revenue for the three months ended Feb. 28, 2013, compared with a
net loss of $2.5 million on $1.7 million of revenue for the three
months ended Feb. 29, 2012.

For the nine months ended Feb. 28, 2013, the Company reported a
net loss of $10.0 million on $4.9 million of revenue as compared
to a net loss of $7.4 million on $3.8 million of revenue for the
nine months ended Feb. 29, 2012.

The Company's balance sheet at Feb. 28, 2013, showed $85.0 million
in total assets, $39.3 million in total liabilities, and
stockholders' equity of $45.7 million.

A copy of the Form 10-Q is available at http://is.gd/d2dIHF

                       About Red Mountain

Dallas-based Red Mountain Resources, Inc., is engaged in the
acquisition, development and exploration of oil and natural gas
properties in established basins with demonstrable prolific
producing zones.  Currently, it has established acreage positions
and production primarily in the Permian Basin of West Texas and
Southeast New Mexico and the onshore Gulf Coast of Texas.

                          *     *     *

Hein & Associates LLP, in Dallas, Texas, expressed substantial
doubt about Red Mountain's ability to continue as a going concern,
following its audit of the Company's financial position and
results of operations for the fiscal year ended May 31, 2012.  The
independent auditors noted that the Company has incurred a net
loss from operations and its current liabilities exceed its total
current assets.


REGENCY ENERGY: Fitch Assigns 'BB' Rating to $600MM Senior Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Regency Energy
Partners L.P.'s proposed $600 million senior notes offering due
2023 (senior notes). Proceeds will be used to help fund RGP's
acquisition of Southern Union Gathering Company, LLC (SUGS) from
Southern Union Company, a jointly owned affiliate of Energy
Transfer Equity, L.P. (ETE; IDR 'BB-') and Energy Transfer
Partners, L.P. (ETP; IDR 'BBB-').

KEY RATINGS DRIVERS

Increased Size/Scale: The acquisition of the SUGS assets helps RGP
to increase the size and scale of its gathering and processing
operations, with a beneficial focus on the Permian basin. SUGS's
operations are generally moderate risk, they increase RGP's
presence in the Permian basin where production and the need for
gathering and processing services is expected to grow.
Additionally, SUGS provides decent organic growth opportunities
for RGP with two large scale projects currently under
construction.

Balanced Funding/Owner Support: The SUGS acquisition is being
funded with a combination of this debt offering and $900 million
in new Regency units issued to Southern Union Company comprised of
$750 million of new common units and $150 million of new Class F
common units. The balanced financing of the acquisition (60%
equity/40% debt) and the support that ETE is providing by forgoing
some of its incentive distribution rights and its $10 million
management fee for two years, helps the deal be accretive to
earnings.

Increased Commodity Price Exposure: The rating considers that RGP
will be increasing its commodity price exposure as a result of the
transaction. With SUGS, RGP will be increasing both the size of
its gathering and processing operations and its contribution to
EBITDA, which should raise its sensitivity to changes in commodity
prices. However, Fitch expects RGP will hedge its open exposure
consistent with current practices.

Increased Initial Leverage: With the SUGS acquisition, Fitch
expects RGP's leverage to move higher relative to Fitch's prior
expectations but remain well within expectations for the ratings
category for MLPs and comparable to similarly rated peers. Fitch
expects RGP's debt-to-adjusted EBITDA to be roughly 5.9x for 2013
assuming a second quarter (2Q) close for the transaction and
between 4.0x to 4.5x for 2014. Should leverage remain elevated
above 4.5x for a sustained time period Fitch would consider a
negative ratings action. Fitch typically adjusts EBITDA to exclude
nonrecurring extraordinary items, and noncash mark-to-market
earnings. Adjusted EBITDA excludes equity in earnings and includes
dividends from unconsolidated affiliates.

JV/Structural Subordination: RGP is the owner of several joint
venture (JV) interests some of which have external debt. RGP is
structurally subordinate to the cash operating and debt service
needs of these JVs and reliant on JV distributions to fund its
capital spending and its own distributions. This transaction
should help to reduce the overall percentage of cash flow RGP
receives from non-consolidated JVs.

General Partner Relationship: While Fitch's ratings are largely
reflective of RGP's credit profile on a stand-alone basis, they
also consider the company's relationship with ETE, the owner of
its general partner interest. ETE's general partner interest gives
it significant control over the MLP's operations, including most
major strategic decisions such as investment plans, and management
of daily operations. The relationship has also provided investment
opportunities that might otherwise be unavailable to RGP, such as
the current transaction.

Adequate Liquidity: RGP's liquidity is adequate with roughly $1
billion in availability under its $1.15 billion revolving credit
facility at Dec. 31, 2012. The revolving credit facility contains
financial covenants requiring RGP and its subsidiaries to maintain
debt to consolidated EBITDA ratio(as defined in the credit
agreement - including JV and material projects pro forma EBITDA)
of less than 5.25x, consolidated EBITDA to consolidated interest
expense ratio greater than 2.75x and a secured debt to
consolidated EBITDA ratio less than 3.00x.

RATING SENSITIVITIES

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

-- Continued large-scale capital expenditures funded by
   higher than expected debt borrowings;

-- A failure or reluctance to hedge open commodity price
   exposure.

-- Significant and prolonged decline in demand/prices for
   NGLs, crude and natural gas;

-- Aggressive growth of distributions at RGP.

-- Debt/adjusted EBITDA above the 4.5x to 5.0x range and
   distribution coverage below 1.0x on a sustained basis.

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

-- A material improvement in credit metrics with sustained
   leverage at 4.0x or below.


REGENCY ENERGY: Moody's Rates New Sr. Unsec. Notes Due 2023 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Regency Energy
Partners LP and co-issuer Regency Energy Finance Corp.'s senior
unsecured notes due 2023.

Note proceeds will be used to fund the cash consideration of
Regency's $1.5 billion acquisition of Southern Union Company
Gathering LLC (SUGS) from Southern Union Company (SUG, Baa3
stable). The outlook is positive.

Ratings assigned:

  Senior Unsecured Notes Rating, assigned B1, LGD4 (63%)

Ratings Rationale:

"The SUGS acquisition, while representing a high EBITDA multiple
for natural gas gathering and processing (G&P) operations, will be
60% equity-financed by Regency, and it is highly complementary
with Regency's existing Permian Basin G&P system," commented
Andrew Brooks, Moody's Vice President. "Moreover, the acquisition
will further enlarge the already sizable scope and scale of
Regency's midstream footprint."

Regency is a publicly traded master limited partnership (MLP)
whose midstream operations consist of natural gas G&P, gas
pipeline transmission and natural gas liquids (NGLs)
transportation, processing and fractionation. Regency's general
partner is Energy Transfer Equity, L.P. (ETE, Ba2 stable), which
also owns 15% of its limited partnership (LP) units. SUGS consists
of a 5,600 mile natural gas gathering system together with
associated processing and treating plants located in West Texas'
Permian Basin. It was originally acquired by SUG in March 2006 for
$1.6 billion. Regency plans to fully integrate SUGS into its
existing Permian Basin G&P operations, generating potentially
significant upside to EBITDA through synergies, efficiencies and
ongoing organic growth.

The $1.5 billion SUGS acquisition will be funded by Regency with
$600 million of debt and $900 million in Regency units issued to
SUG, giving Energy Transfer Partners, L.P. (ETP, Baa3
stable),through its evolving 100% ownership position in SUG, an
approximate 18% ownership position in Regency. Moody's expects
Regency's debt leverage, 5.43x at December 31 (reflecting Moody's
standard adjustments), to stabilize in 2013, before dropping below
5x as a result of anticipated EBITDA growth and capital spending
declines. Through growth capital spending and acquisitions,
Moody's expects Regency's EBITDA to more than double over the
period 2010 to 2013.

Regency's Ba3 Corporate Family Rating (CFR) reflects its large
size and scale, its business and geographic diversification and
high level of fee-based income derived from recent expansions and
acquisitions. Its rating also recognizes Regency's rapid growth
and evolving business mix profile, the execution risks associated
with its growth projects, increased structural complexity and its
elevated leverage. Growth capital spending and the acquisition of
SUGS will cause leverage to remain above 5.0x EBITDA in 2013,
although leverage is expected to decline as growth projects reach
completion and integration efficiencies are achieved at SUGS. The
rating is further supported by Regency's track record of issuing
equity and its commitment to the balanced funding of growth
capital spending. Moody's also takes into account ETE's control of
Regency through its GP interest, recognizing that ETE also looks
to Regency to help fund its own distributions and debt service
obligations.

Regency should have adequate liquidity into early 2014, which is
captured in its SGL-3 Speculative Grade Liquidity (SGL) rating. At
December 31, Regency reported $53 million of cash and $192 million
of borrowings outstanding under its $1.15 billion secured
revolving credit facility. The revolver is scheduled to expire in
June 2014. Regency should have sufficient cushion under its three
financial covenants over the next 12 months. Its leverage ratio
(debt/EBITDA) is limited to 5.25x, with secured debt/EBITDA
limited to 3.0x. Covenant language is such that it permits Regency
to employ an adjusted EBITDA for projects in construction to
account for the lag in EBITDA attributable to debt-financed
growth. The minimum interest coverage ratio is set at 2.75x
EBITDA. The $1.15 billion revolving credit facility is secured by
all assets, although Regency has an asset base significantly in
excess of the $1.15 billion revolver, which could afford it the
ability to raise additional liquidity through asset sales.

Regency's positive outlook reflects Moody's expectation that
elevated debt leverage will subside as the integration of SUGS and
new growth projects begin to generate incremental EBITDA.
Presuming Regency successfully integrates SUGS into its existing
G&P asset base and executes on its growth initiatives, its rating
could be upgraded. At the same time Moody's would expect Regency
to restore debt to EBITDA to below 5x while maintaining operating
margins from fee-based sources in the 70% range. Ratings could be
downgraded should peak leverage not begin to trend down.
Additionally, should the credit of ETE or ETP materially weaken,
or should ETE or ETP aggressively pressure Regency for higher
distribution payouts, a negative rating action could be
considered.

Regency's B1 senior unsecured note rating reflects its overall
probability of default, to which Moody's assigns a PDR of Ba3-PD,
and a loss given default of LGD4 (63%). The size of the $1.15
billion secured revolving credit results in a single notching of
the senior unsecured notes below the Ba3 CFR under Moody's Loss
Given Default Methodology.

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.

Regency Energy Partners LP is a midstream MLP headquartered in
Dallas, Texas. Its general partner, Energy Transfer Equity, L.P.,
is also headquartered in Dallas, Texas.


REGENCY ENERGY: S&P Rates $600MM Senior Unsecured Notes 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level rating and '4' recovery rating to Regency Energy
Partners L.P.'s and Regency Energy Finance Corp.'s issuance of up
to $600 million of senior unsecured notes due 2024.  The
partnership intends to use the note proceeds to fund the cash
consideration of the Southern Union Co. natural gas gathering and
processing acquisition.  As of Dec. 31, 2012, Regency had about
$2.2 billion of reported debt.  Dallas-based Regency is a midsize
master limited partnership in the U.S. midstream sector.

RATINGS LIST

Regency Energy Partners L.P.
Corporate Credit Rating                      BB/Stable/-

New Rating

Regency Energy Partners L.P.
Regency Energy Finance Corp.
$600 mil sr unsecd notes due 2024            BB
  Recovery Rating                             4


RESIDENTIAL CAPITAL: Clawback Oral Motion Denied
------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court denied Ally
Financial's oral motion to clawback documents produced by Cerberus
for the examiner appointed to the Residential Capital case.

The Court states, "It is unnecessary for the Court to resolve that
issue in order to rule on the pending application, but it is clear
to the Court that permitting [Ally Financial] at this late date to
assert privilege would require potentially time-consuming
discovery followed by an evidentiary hearing to resolve disputed
issues of fact and law. It was precisely to avoid issues of this
type arising shortly before the deadline for the Examiner to
complete his report (May 13, 2013) -- an enormous undertaking --
that the deadline for Clawback Requests was established. The Court
finds that privilege, if any, was waived by failing to make a
timely Clawback Request," the report said, citing documents.

                   About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESOLUTE FOREST: New $600MM Senior Notes Get Moody's 'Ba3' Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Resolute Forest
Products' proposed $600 million senior unsecured notes maturing
2023. The company's Ba3 corporate family rating, Ba3-PD
probability of default rating and SGL-1 speculative-grade
liquidity rating are affirmed. The outlook was changed to positive
from stable.

Assignments:

Issuer: Resolute Forest Products Inc.

Senior Unsecured Regular Bond/Debenture, Assigned Ba3

Senior Unsecured Regular Bond/Debenture, Assigned a range of LGD4,
58 %

Outlook Actions:

Issuer: Resolute Forest Products Inc.

Outlook, Changed To Positive From Stable

Affirmations:

Issuer: Resolute Forest Products Inc.

Probability of Default Rating, Affirmed Ba3-PD

Speculative Grade Liquidity Rating, Affirmed SGL-1

Corporate Family Rating, Affirmed Ba3

The proceeds from the note offering will be used to repay the
company's $501 million existing senior secured notes (due 2018)
including financing fees and breakage costs. The company's
proforma adjusted leverage will increase slightly following the
refinancing, however, this is expected to be offset by the
company's improved interest coverage. The ratings are subject to
the conclusion of the proposed transaction and Moody's review of
final documentation.

Ratings Rationale:

The positive outlook reflects Moody's expectations of improved
financial performance, supported by higher earnings from its wood
products segment due to the recovery in US housing starts, as well
as the impact of the company's power projects and cost saving
initiatives. Moody's also expects that the company will be able to
offset declining demand in its paper business through productivity
or pricing improvements, or through improvements in the company's
market pulp business.

Resolute's Ba3 CFR reflects the company's leading market position,
product diversity and expectations of adjusted leverage trending
below 4 times over the next two years. The rating is supported by
the company's strong liquidity and favorable cost position for
most of the products that it manufactures. The rating is tempered
by the secular decline of newsprint, specialty and coated papers,
which represents more than 60% of the company's revenue. This
decline is somewhat offset by the burgeoning recovery of the
company's wood products segment as the US housing market
strengthens and the diversification provided by the recently
expanded market pulp business.

Resolute has a strong liquidity position (SGL-1). The company has
$263 million of cash (as of December 31, 2012) and $519 million of
availability under a $600 million asset based revolving credit
facility that matures in October 2016. With higher than normal
near term capital expenditures, Moody's estimates free cash flow
of about $90 million over the next four quarters. Resolute has no
near term debt maturities. A minimum fixed charge coverage ratio
is the only financial requirement under the credit facility and is
triggered when availability under the facility falls below 12.5%
of facility size.

An upgrade may be warranted if normalized adjusted debt to EBITDA
approaches 3x through the business cycle, while maintaining good
liquidity. Resolute's ratings could face downward ratings pressure
if the company's liquidity position deteriorates or if normalized
adjusted Debt to EBITDA exceeds 5.5x on a consistent basis.

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

Headquartered in Montreal (Quebec, Canada), Resolute produces
various grades of newsprint, commercial printing papers, market
pulp and wood products. Net sales for the last twelve months
ending December 2012 were $4.5 billion.


RESOLUTE FOREST: S&P Affirms 'BB-' Corp. Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
long-term corporate credit rating on Montreal-based Resolute
Forest Products Inc.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'BB-' issue-level
rating and '4' recovery rating to Resolute's proposed
US$600 million 2023 senior unsecured notes. A '4' recovery rating
reflects S&P's expectations of an average (30%-50%) recovery in a
default scenario.  The issue-level rating is based on S&P's
expectation that all of the company's current 2018 senior secured
debt outstanding will be repurchased and could change if 30% or
more of the current notes remains outstanding after closing.

The ratings on Resolute reflect what Standard & Poor's views as
the company's "weak" business risk profile and "significant"
financial risk profile.  Standard & Poor's considers the business
risk profile weak primarily because of the company's large
exposure to declining North American newsprint and commercial
printing paper markets.

"The ratings also reflect the inherent volatility in pulp and
paper prices, significant underfunded pension obligations, and
Resolute's exposure to the cyclical U.S. housing construction
market through its wood products business," said Standard & Poor's
credit analyst Jamie Koutsoukis.  "These risks will be somewhat
tempered, we believe, by expected improvements to the company's
cost structure, which are supplemented by capital expenditure
projects to expand its current portfolio of co-generation assets,"
Ms. Koutsoukis added.

The stable outlook on Resolute reflects S&P's view that, despite
lower demand for newsprint and commercial printing papers, the
company's low-cost assets will continue to generate positive cash
flow from operations.  S&P expects slight deleveraging through
2013 as consolidated earnings subsequent to the acquisition of
Fibrek Inc. are realized.

S&P could lower the ratings on Resolute if a greater-than-expected
decline in paper demand and lower prices result in slower
deleveraging than expected, or if a change in financial policy
leads S&P to assess the financial risk profile on the company as
"aggressive."

S&P could upgrade Resolute if operating costs improve beyond its
expectations, and free operating cash flows are used to repay debt
outstanding, resulting in an adjusted debt-to-EBITDA of about
2.5x.


ROTECH HEALTHCARE: Hires Proskauer, et al., as Lead Professionals
-----------------------------------------------------------------
Rotech Healthcare Inc., and its debtor affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ lead bankruptcy professionals:

   -- Proskauer Rose, LLP, (contact: Martin Bienenstock, Esq.) as
      lead bankruptcy attorneys to be paid the following hourly
      rates: $700-$1175 for partners, $700-$1150 for counsel,
      $325-$880 for associates, and $170-$325 for
      paraprofessionals;

   -- Young Conaway Stargatt & Taylor, LLP, as local Delaware
      bankruptcy counsel to be paid the following hourly rates:
      $975 for James L. Patton, Esq., Partner, $730 for Robert S.
      Brady, Esq., Partner, $560 for Joseph M. Barry, Esq.,
      Partner, $410 for Kenneth J.Enos, Esq., Associate, $285 for
      Travis G. Buchanan, Esq., Associate, and $235 for Debbie
      Laskin, Paralegal.

   -- AlixPartners, LLP, to provide financial advisory and
      consulting services, to be paid the following hourly rates:
      $850 to $1,010 for managing directors, $645 to $790 for
      directors, $475 to $575 for vice presidents, $325 to $420
      for associates, $280 to $310 for analysts, and $215 to $235
      for paraprofessionals;

   -- Barclays Capital Inc. as financial advisor to be paid a
      $125,000 monthly retainer fee, a transaction fee equal to 1%
      of the consideration in an agreement to sell or acquire the
      Company, a fee equal to 25% of the break-up fee in
      connection to a sale or acquisition, a $3.0 million
      recapitalization fee, and a fee not exceeding $4.0 million
      if new debt or equity capital is raised by the Debtors,
      provided that the total fees, including expense
      reimbursement, will not exceed $8.0 million in the
      aggregate; and

   -- Epiq Bankruptcy Solutions, LLC, as administrative advisor to
      be paid the following hourly rates: $28-$43 for clerical,
      $57-$90 for case manager, $66-$128 for IT/Programming,
      $95-$133 for senior case manager/consultant, and $152-$185
      for senior consultant.

Each of the firm assure the Court that they are disinterested and
do not represent any interest adverse to the Debtors and their
estates.

Mr. Bienenstock disclosed that Proskauer Rose received $800,000
from the Debtors prior to the Petition Date.

According to AlixPartners' books and records, during the 90-day
period prior to the Petition Date, the firm received approximately
$621,807 from the Debtors for professional services performed and
expenses incurred.  Further, AlixPartners' current estimate is
that it has received unapplied advance payments from the Debtors
in excess of prepetition billings in the amount of $200,000.

A hearing on the employment applications will be held on May 7,
2013, at 2:00 p.m.  Objections are due April 30.

                      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.


ROTECH HEALTHCARE: Wants to Establish June 24 as Claims Bar Date
----------------------------------------------------------------
Rotech Healthcare Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to establish June 24, 2013, as the
deadline by which each person or entity, other than governmental
units, must file a proof of claim based on prepetition claims
against the Debtors, including requests for allowance and payment
under Section 503(b)(9) of the Bankruptcy Code for goods delivered
and received by the Debtors in the 20 days prior to the Petition
Date.

The Debtors also ask the Court to establish Oct. 7, 2013, as the
deadline by which any governmental unit must file Proofs of Claim
against the Debtors.

A hearing on the request will be held on May 7, 2013, at 2:00 p.m.
Objections are due April 30.

                      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.


ROTECH HEALTHCARE: Seeks Extension of Schedules Filing Deadline
---------------------------------------------------------------
Rotech Healthcare Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to extend until June 11, 2013, their
deadline to file schedules of assets and liabilities and
statements of financial affairs in order for their key legal and
financial advisors to balance their attention on significant
operational and restructuring issues during the crucial first
month after filing the Chapter 11 cases --including  the upcoming
disclosure statement hearing scheduled for May 16, 2013, and other
DIP loan milestones -- with the simultaneous preparation of
Schedules and Statements.

The 20-day extension will ensure the Debtors' smooth transition
into Chapter 11 and, therefore, ultimately will maximize the value
of the Debtors' estates to the benefit of creditors and all
parties in interest, the Debtors state in court papers.

The Debtors assure the Court that the proposed extension of the
filing deadline will not prejudice creditors and other parties in
interest because the Plan of Reorganization contemplates that
trade creditors and vendors who agree to maintain or reinstate
payment terms as existing prior to the Petition Date will be paid
in full upon the effective date of the Plan.  Other unsecured
claims will be paid in full if the aggregate amount of unsecured
claims does not exceed $2,500,000 and except as otherwise set
forth in the Plan.  Accordingly, the Debtors assert that their
request for a 20-day extension of time to file the Schedules and
Statements is appropriate and warranted under the circumstances.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.


ROTHSTEIN ROSENFELDT: TD Bank Loses Bid to Keep Suit in Bankr. Ct.
------------------------------------------------------------------
Carolina Bolado of BankruptcyLaw360 reported that a Florida
federal judge on Tuesday remanded to state court an investor suit
accusing TD Bank NA of helping Scott Rothstein operate a $1.2
billion Ponzi scheme after a bankruptcy judge deemed the claims
not essential to the Chapter 11 proceedings of Rothstein's law
firm.

According to the report, U.S. District Judge William P.
Dimitrouleas adopted the report and recommendation of U.S.
Bankruptcy Judge Raymond Ray to remand the suit, led by investor
Don Beverly, back to the Seventh Judicial Circuit Court of
Florida, where several similar investor suits are pending.

                   About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.


RHYTHM & HUES: Hit With Wage Suit
---------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a former
employee of the Oscar-winning Hollywood visual effects studio
behind "Life of Pi" sued the bankrupt company Monday, claiming he
and others are owed two months' worth of unpaid compensation after
being laid off.

According to the report, visual effects artist Thomas C. Capizzi
filed his adversarial class action against Rhythm & Hues Inc. in
the U.S. Bankruptcy Court for the Central District of California,
claiming he is not only owed for at least the one month the firm
allegedly didn't pay him, but for an additional 30 days.

                       About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.  Brian L.
Davidoff, Esq., C. John M Melissinos, Esq., and Claire E. Shin,
Esq., at Greenberg Glusker, serve as the Debtor's counsel.
Houlihan Lokey Capital Inc., serves as investment banker.

The petition was signed by John Patrick Hughes, president and CFO.

R&H provided visual effects and animation for more than 150
feature films and has received Academy Awards for Babe and the
Golden Compass, an Academy Award nomination for The Chronicles of
Narnia and Life of Pi.  R&H owned a 135,000 square-foot facility
in El Segundo, California, and had more than 460 employees.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, provided DIP
financing.  They are represented by Jones Day's Richard L. Wynne,
Esq., and Lori Sinanyan, Esq.


SCHOOL SPECIALTY: Disclosure Statement Gets Prelim. Court Okay
--------------------------------------------------------------
School Specialty, Inc. on April 25 disclosed that the U.S.
Bankruptcy Court for the District of Delaware issued an order
preliminarily approving the Company's Disclosure Statement and
authorized the Company to begin soliciting approval for its
Amended Joint Plan of Reorganization from its creditor groups.
Under the Plan, School Specialty will emerge from Chapter 11 as a
stand-alone company.

School Specialty's President and CEO Michael P. Lavelle, said,
"The Court's approval of the Disclosure Statement and
authorization to begin the solicitation process for approval of
our Plan of Reorganization are important steps toward successfully
completing School Specialty's debt restructuring.  We anticipate
emerging from the Chapter 11 process having strengthened the
financial position of our company for the long-term.  During this
process, we have continued building our strategic brands and
product offerings, and will continue to provide our customers with
a broad range of supplemental educational and instructional
products and equipment to meet their needs."

School Specialty will begin mailing ballots and other information
concerning its Plan shortly.  A hearing at which the Court will be
asked to confirm School Specialty's Plan has been scheduled for
May 20, 2013.  Assuming the requisite approvals are received and
the Court confirms the Plan under the current proposed timetable,
School Specialty expects to emerge from Chapter 11 by the end of
May or early June.

Based on preliminary indications of interest, the Company
currently believes that it will receive commitments for exit
financing that will be used to partially repay lenders of the
debtor-in-possession financing, outstanding claims per the Plan's
distribution formulas, and fund ongoing operations within the
current proposed timetable for emergence.

If the Company's Plan of Reorganization is confirmed as proposed,
existing common stock will be extinguished under the Plan, and no
distributions will be made to holders of the Company's current
equity.

Additional information concerning the restructuring is available
on the Company's Web site at www.schoolspecialty.com.  Claims and
distributions information and a copy of the Plan and Disclosure
Statement are available at www.kccllc.net/schoolspecialty or by
calling (+1-877) 709-4758.

This press release is not intended as a solicitation for a vote on
the Plan of Reorganization and is for informational purposes only.
The Disclosure Statement, along with ballots and other
solicitation materials, will be distributed directly to those
creditors of the Company who are entitled to vote on the Plan
pursuant to the Disclosure Statement.

                      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.

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.


SCHOOL SPECIALTY: Judge Rules Make-Whole Premium Enforceable
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to an opinion this week from the Delaware
bankruptcy judge supervising the Chapter 11 reorganization of
School Specialty Inc., a loan agreement calling for a
$23.7 million make-whole premium on a $70 million loan is
enforceable.

The report recounts that the Debtor filed bankruptcy in January,
having borrowed $70 million in May from Bayside Financial LLC.
The loan agreement called for payment of the make-whole premium if
the loan were in default.  Conceding there was default, the
official creditors' committee nonetheless sought to bar payment of
the premium, arguing it was "grossly disproportionate" to the
damage Bayside incurred by early repayment of the loan bearing a
high interest rate.

According to the report, U.S. Bankruptcy Judge Kevin J. Carey
ruled in favor of Bayside in an 11-page opinion on April 22.  He
said the enforceability of make-whole premiums is governed by the
same law covering liquidated damages.  A make-whole premium is
designed as compensation for premature repayment of a loan
bearing an interest rate favorable to the lender.

Judge Carey, the report notes, said the payment is barred only if
it's "plainly disproportionate" to the lender's damages.  Judge
Carey decided it wasn't.

Judge Carey, the report adds, rejected another argument from the
creditors who contended that a make-whole is unmatured interest
barred by Section 502(b)(2) of the U.S. Bankruptcy Code. Carey
followed another Delaware bankruptcy judge, Brendan Shannon, and
ruled that a make-whole is liquidated damages, not unmatured
interest.  Liquidated damages are damages the parties specify in
advance, knowing that damages would be difficult to calculate
after default.

School Specialty is on the cusp of receiving court approval
of disclosure materials so creditors can vote on a reorganization
plan giving stock to lenders and unsecured creditors. The idea of
selling the business was dropped.

                      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 in April 2013 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
later served a notice that the auction was canceled and the plan
would proceed by swapping debt for stock to be owned by lenders,
noteholders, and unsecured creditors.


SEALY CORP: S&P Withdraws 'B' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B' corporate credit rating, on Trinity, N.C.-based Sealy
Corp. following its acquisition by Tempur-Pedic International Inc.
S&P is withdrawing the ratings following the repayment of Sealy's
senior secured and subordinated debt.  The convertible notes have
been substantially repaid and S&P is withdrawing the ratings on
these notes at Tempur-Pedic's request.


SMART ONLINE: Sells Additional $200,000 Convertible Note
--------------------------------------------------------
Smart Online, Inc., sold an additional convertible secured
subordinated note due Nov. 14, 2016, in the principal amount of
$200,000 to a current noteholder.

The Company is obligated to pay interest on the New Note at an
annualized rate of 8% payable in quarterly installments commencing
July 16, 2013.  The Company is not permitted to prepay the New
Note without approval of the holders of at least a majority of the
aggregate principal amount of the Notes then outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

The sale of the New Note was made pursuant to an exemption from
registration in reliance on Section 4(a)(2) of the Securities Act
of 1933, as amended.

              Amir Elbaz Succeeds Robert Brinson as CEO

Robert Brinson announced his resignation from his position as
chief executive officer of the Company, effective April 30, 2013.
Mr. Brinson will continue to serve as a strategic advisor to the
Company under a consulting arrangement, the terms of which have
not been finalized as of the date of this filing.

On Feb. 17, 2013, Mr. Brinson announced that he would not stand
for re-election to the board of directors of the Company, or the
Board, at the end of his annual term.  Mr. Brinson will remain a
director until the Company's 2013 annual meeting of stockholders.

The Board of Directors appointed its current Chairman of the
Board, Amir Elbaz, age 36, to serve as Interim CEO of the Company,
effective May 1, 2013.  During his tenure as a Board member and
the Chairman, Mr. Elbaz has been actively involved in the
operations of the Company.  Mr. Elbaz has served on the Company's
Board since January 2010 and as the Chairman of the Board since
November 2012.  Mr. Elbaz currently serves as Chief Executive
Officer of two companies in the technology and media sectors.  Mr.
Elbaz also advises technology and renewable energy companies on
business strategy, restructuring and business development
initiatives.  Mr. Elbaz served as the Executive Vice President &
Chief Financial Officer of Lithium Technology Corporation until
November 2008.  Mr. Elbaz joined LTC in 2006 to oversee finances
and marketing, as well as business development.  Prior to joining
LTC, Mr. Elbaz served as a Senior Associate of Arch Hill Capital
NV, a Dutch venture firm, from 2005-2006.  During 2004 and most of
2005, Mr. Elbaz served as Vice President of Corporate Finance at
Yorkville Advisors, where Mr. Elbaz sourced, structured and
managed investments in more than a dozen public and private
companies.  Prior to joining Yorkville Advisors, Mr. Elbaz served
for several years as an analyst with the Economic Department in
the Procurement Mission of the Israeli Ministry of Defense in New
York City.  In that capacity, Mr. Elbaz co-headed multi-million
dollar negotiations with first tier technology companies, and was
in charge of the financial aspects of the day-to-day operations.
Mr. Elbaz holds a B.A. from the University of Haifa, Israel, and
an MBA in Finance & Investments from Bernard Baruch College, CUNY,
New York.  Following his MBA graduation, Mr. Elbaz was elected to
the International Honorary Finance Society of Beta Gamma Sigma.

There are no transactions in which Mr. Elbaz has an interest
requiring disclosure under Item 404(a) of Regulation S-K.

On April 22, 2013, Mr. Dror Zoreff, also announced that he would
not stand for re-election to the Board.  Mr. Zoreff served on the
Corporate Governance and Nominating Committee.  Mr. Zoreff will
remain a director until new members are elected at the 2013 annual
meeting of stockholders.

                         About Smart Online

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS/PaaS model.  The Company
also provides Web site and mobile consulting services to not-for-
profit organizations and businesses.

Smart Online disclosed a net loss of $4.39 million in 2012, as
compared with a net loss of $3.54 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $1.25 million in total
assets, $28.41 million in total liabilities, and a $27.16 million
total stockholders' deficit.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency as of Dec. 31, 2012, which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


SMART TECHNOLOGIES: S&P Affirms 'B' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its issue-
level and recovery ratings on SMART Technologies ULC's proposed
senior secured notes offering.  The company is a subsidiary of
Calgary, Alta.-based interactive display provider SMART
Technologies Inc. (SMART).  The rating withdrawal follows SMART's
announcement that it has decided not to proceed with the notes
issuance.

At the same time, Standard & Poor's affirmed its 'B' long-term
corporate credit rating on SMART.  The outlook is stable.

Standard & Poor's also assigned its 'B' issue-level rating and '4'
recovery rating to SMART Technologies ULC's US$405 million first-
lien credit facility comprising a US$305 million term loan and two
revolvers aggregating to US$100 million.  The '4' recovery rating
indicates S&P's expectation of average (30%-50%) recovery for
creditors in the event of a default.

"The ratings on SMART reflect Standard & Poor's assessment of the
company's weak business risk profile and our expectation that the
company will maintain credit metrics consistent with a highly
leveraged financial risk profile over the next year," said
Standard & Poor's credit analyst David Fisher.

SMART is a leading provider of touch-sensitive interactive
whiteboards (IWB) and related interactive display technologies,
interactive response systems, and ancillary software, primarily
targeting the kindergarten to grade 12 school education market.
The company develops, assembles, and markets hardware and software
products that enable group collaboration and interactive learning
by both local and remote participants.  SMART pioneered the IWB
product category and remains a global market share leader
according to Futuresource Consulting Ltd.  For the 12 months ended
Dec. 31, 2012, the company posted reported revenue and adjusted
EBITDA of US$632 million and US$59 million, respectively.

The stable outlook reflects S&P's expectation that SMART should be
able to generate EBITDA in the range of US$50 million-
US$60 million in the next 12 months, due in part to cost savings
associated with recent restructuring actions, resulting in
adjusted debt-to-EBITDA in the 6x area.

S&P could consider lowering the ratings if trailing 12-month
EBITDA declines materially below US$50 million.  S&P believes this
could occur if school board funding constraints or pricing
pressures increase more than it expects.  Alternatively, S&P would
likely lower the ratings if the company fails to refinance its
debt outstanding by early-to-mid 2014.

While unlikely in the near term, S&P could consider raising the
ratings if adjusted debt-to-EBITDA improved to the 3x-4x range on
a sustained basis, driven by improved EBITDA generation and a
lessened dependence on IWBs in the education market.


SOUTH LAKES: Agrees to Pay Admin. And 503(b)(9) Claims
------------------------------------------------------
South Lakes Dairy Farm and Wells Fargo Bank, N.A., have entered
into a stipulation regarding the payment of approved
administrative claims and 11 U.S.C. Sec. 503(b)(9) claims from
Wells Fargo's cash collateral, to wit:

1. Immediately upon entry of an order of the Court approving this
stipulation, the Debtor is authorized to use cash collateral to
pay from the Administrative Expenses Account $195,500 on allowed
administrative claims pro-rata in accordance with the Orders
authorizing administrative claims.

2. So long as there is no default under the cash collateral order,
the Debtor is authorized to use cash collateral from the
Administrative Expenses Account to pay administrative claims the
amount of $30,000 per month pro-rata beginning 30 days after the
initial distribution described in the immediately preceding
paragraph and continuing at the rate of $30,000 per month until
either (i) the claims are paid in full, or (ii) the effective date
of any plan confirmed by the Debtor at which time all approved but
unpaid administrative claims will be paid in full.

At the Sept. 19, 2012 final hearing on the motion to use cash
collateral, the Court approved the continued interim use of cash
collateral through October 2012, and continued the hearing to
Oct. 25, 2012, at which time the Court granted the Debtor the use
of cash collateral indefinitely.  The Debtor has been using cash
collateral since that time pursuant to the Cash Collateral order
entered on Nov. 15, 2012.   The Cash Collateral Order authorizes
the use of cash collateral pursuant to monthly budgets approved by
Wells Fargo Bank.

                      About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle4 and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012, disclosing $19.5 million
in assets and $25.4 million in liabilities in its schedules.  The
Debtor said it has $1.97 million in accounts receivable charged to
Dairy Farmers of America on account of milk proceeds, and that it
has cattle worth $12.06 million.  The farm owes $12.7 million to
Wells Fargo Bank on a secured note.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

August B. Landis, the Acting U.S. Trustee for Region 17, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  The Official Committee of Unsecured Creditors tapped
Blakeley & Blakeley LLP as its counsel.


SOUTH LAKES: Amends Schedules of Assets and Liabilities
-------------------------------------------------------
South Lakes Dairy Farm filed with the U.S. Bankruptcy Court for
the Eastern District of California amended schedules of its assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $25,281,583
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $19,961,380
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $6,232,026
                                 -----------      -----------
        TOTAL                    $25,281,583      $26,193,406

The Debtor disclosed $19.5 million in assets and
$25.4 million in liabilities in a prior iteration of the
schedules.

                      About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle4 and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012.  The
Debtor said it has $1.97 million in accounts receivable charged to
Dairy Farmers of America on account of milk proceeds, and that it
has cattle worth $12.06 million.  The farm owes $12.7 million to
Wells Fargo Bank on a secured note.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

August B. Landis, the Acting U.S. Trustee for Region 17, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  The Official Committee of Unsecured Creditors tapped
Blakeley & Blakeley LLP as its counsel.


SPENCER SPIRIT: Moody's Rates Proposed PIK Toggle Notes 'Caa1'
--------------------------------------------------------------
Moody's Investors Service affirmed Spencer Spirit Holdings, Inc.'s
B2 Corporate Family Rating following the company's announcement
that it plans to fund an approximately $164 million non-pro rated
stock repurchase with proceeds from a proposed $160 million senior
PIK ("payment-in-kind") toggle note due 2018 to be issued by its
parent, SSH Holdings, Inc. Moody's assigned a Caa1 to the proposed
PIK toggle notes. The rating outlook is stable.

The affirmation of Spencer's B2 Corporate Family Rating and stable
rating outlook considers Moody's view that despite the increase in
leverage that will occur as a result of the transaction -- pro
forma debt/EBITDA is about 6.0 times compared to 5.1 times for the
12-month period ended February 2, 2013 -- the opening of
additional stores coupled with a moderate amount of same store
sales growth should generate enough incremental earnings to bring
debt/EBITDA down to about 5.5 times over the next 12- 18 month
period, a level that more solidly positions the company in the B2
rating category, and is one half of a turn below the downward
rating trigger as it relates to leverage. Spencer has a
demonstrated track record of success in opening new Spirit and
Spencer's stores, and a consistent history of same store sales
growth at Spencer's. Moody's expects the company can continue to
do so given its strong operating history.

The Caa1 assigned to SSH Holdings PIK toggle notes considers its
structural subordination to all liabilities at Spencer, including
a $150 million asset based revolver (not rated) and $175 million
11% senior secured notes due 2017. The PIK toggle notes will be
senior unsecured obligations of SSH Holdings and will not be
guaranteed by Spencer Spirit Holdings or any of Spencer's
subsidiaries. The company will be required to pay interest in cash
so long as there is restricted payment capacity available under
the existing indenture. If not the company will have the option to
pay interest in kind at a rate .75% higher than the cash coupon.

New rating assigned to SSH Holdings, Inc.:

  $160 million senior PIK toggle notes due 2018 at Caa1 (LGD 5,
  89%)

Spencer Spirit Holdings, Inc. ratings affirmed:

  Corporate Family Rating at B2

  Probability of Default Rating at B2- PD

  Senior secured notes due 2017 at B2 (LGD 4, 51%)

The rating on the PIK toggle notes is subject to review of final
documentation. Upon completion of the transaction, Spencer's
Corporate Family and Probability of Default ratings will be moved
to SSH Holdings Inc. Additionally, should the transaction conclude
on the terms proposed, Moody's anticipates the rating on the
secured term loan would likely be lifted by one notch to B1 in
order to reflect the increase in debt cushion afforded to the
secured notes due 2017 as a result of the proposed issuance of
structurally subordinated SSH Holdings debt.

Rating Rationale:

Spencer's B2 Corporate Family Rating considers its high pro-forma
leverage at about 6.0 times along with Moody's expectation that
leverage will remain above 5.0 times as the company utilizes cash
flow to fuel growth in its store base rather than reducing debt.
The rating also reflects the company's limited scale in terms of
sales ($696 million), significant reliance on the Halloween
season, and highly discretionary product offerings that appeal to
a relatively narrow demographic, primarily18-24 year olds. The
rating also reflects the company's track record of debt-financed
distributions to its shareholders.

Positive rating consideration is given to Moody's expectation that
the company will continue to improve its earnings through a
combination of new store openings and modest same store sales
growth.

The stable outlook incorporates Moody's opinion that revenue and
earnings will increase modestly and that Moody's adjusted
operating margins will remain around current levels, about 12.5%,
and that Spencer will be able to refinance its existing asset-
based loan facility that expires in September 2014 at least 12-
months before its September 2014 expiration.

Ratings could be upgraded if Spencer demonstrates the ability and
willingness to achieve and sustain debt/EBITDA of 5.0 times or
lower, and EBITA/interest expense above 1.5 times. However, at
this time, any upgrade would likely be limited to one notch as a
result of the company's recently aggressive policies regarding
debt financed shareholder distributions. Ratings could be
downgraded if Spencer's new store openings underperform historical
trends, the company is unable to maintain debt/EBITDA below 6
times and EBITA/interest above 1.25 times and/or or liquidity were
to materially erode for any reason.

Spencer Spirit Holdings, Inc., headquartered in Egg Harbor, NJ, is
a specialty retailer primarily operating under two brands:
Spencer's and Spirit Halloween. Revenue for the last twelve months
ended February 2013 was $696 million. At February 2, 2013 SSH
operates 624 Spencer's and, during FY 12, 997 Spirit Stores.

The principal methodology used in this rating was the Global
Retail Industry Methodology 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.


STAFFORD RHODES: Can Use Cash Pursuant to 3rd Updated Budgets
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia has
entered a second Consent Order authorizing Stafford Rhodes, LLC,
et al., to continue to use cash collateral of the parties having
an interest in the cash collateral (the secured party and Ameris)
pursuant to the Third Updated Budgets, under the same terms and
conditions of the Court's Sept. 10, 2012 cash collateral order.

A copy of the Third Updated Budgets is available at:

        http://bankrupt.com/misc/staffordrhodes.doc250.pdf

                     About Stafford Rhodes

Stafford Rhodes, LLC, owns 27.41 acres of land located in
Bluffton, Beaufort County, South Carolina.  The land is improved
by a 95,233 square foot retail shopping center that has 16
tenants, including Best Buy Stores, Petco, and Dollar Tree.
Affiliate Beaufort Crossing, LLC, owns 10 acres of land, improved
by an unanchored 19,600 square foot shopping center, the Crossings
of Beaufort, in Beaufort County.  Stafford Vista, LLC, owns 5.69
acres of land located in Decatur, DeKalb County, Georgia, which is
improved by a 45,450 square foot shopping center identified as the
Vista Grove Plaza.  Stafford Wesley, LLC, has 2.34 acres of land
in Decatur, improved by a 30,683 square foot shopping center
identified as the Wesley Chappel Retail Shopping Center.

Stafford Rhodes and its three affiliates sought Chapter 11
protection (Bankr. M.D. Ga. Lead Case No. 12-70859) on June 29,
2012.  Judge John T. Laney, III, presides over the Debtors' cases.
Attorneys at Arnall Golden Gregory LLP, in Atlanta, represent the
Debtors as counsel.  In its petition, Stafford Rhodes estimated
assets and debts of between $10 million and $50 million.  The
petitions were signed by Frank J. Jones, Jr., VP, Treasurer and
CFO of Debtor's sole member.


STOCKTON, CA: Says Debt Talks Will Be Restarted
-----------------------------------------------
Steven Church, writing for Bloomberg News, reported that Stockton,
California, the biggest U.S. city to file for bankruptcy, will
restart negotiations with creditors while it develops a plan to
adjust its debts and exit court protection by year's end, a city
lawyer told a judge.

According to the Bloomberg report, lawyers for the city and
creditors told a federal judge yesterday that they want to try to
negotiate an end to the Chapter 9 case after a months-long fight
over whether Stockton should be thrown out of bankruptcy.

"We need to start talking," city attorney Marc A. Levinson told
U.S. Bankruptcy Judge Christopher M. Klein in Sacramento, the
Bloomberg report cited.

"We are trying to go back to negotiations to see if we can work
out a deal," attorney Jeffrey E. Bjork, who represents creditor
Assured Guaranty Corp., said in court, according to Bloomberg.

The city's goal is to file a plan to adjust its debt sometime in
the third quarter of this year and, assuming Klein approves it,
exit bankruptcy by year's end, the report said.

This month creditors including Assured and Franklin Resources Inc.
(BEN) lost a battle to force the city out of bankruptcy, the
report noted.  Klein ruled that the city was eligible to remain in
bankruptcy, where it's protected from creditor lawsuits, while it
develops a plan to reduce its debt.


STONE ROSE: Section 341(a) Meeting Scheduled on May 29
------------------------------------------------------
A meeting of creditors in the bankruptcy case of Stone Rose LP
will be held on May 29, 2013, at 3:00 p.m. at 219 South Dearborn,
Office of the U.S. Trustee, 8th Floor, Room 802, Chicago, Illinois
60604.

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

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

                         About Stone Rose

Aurora, Illinois-based Stone Rose, LP, filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 13-16410) in Chicago, Illinois, on
April 19, 2013.  Joseph G. Dinges signed the petition as president
of Stone Rose Mgmt., Inc., general partner.  Judge Eugene R.
Wedoff presides over the case.  The Debtor is represented by
Myler, Ruddy & Mctavish.  Stone Rose disclosed $16.5 million in
total assets and $6.93 million in total liabilities in its
schedules.

The Debtor owns 82 acres of vacant land at 123rd St and Parallel
Pky, in Kansas City, Missouri, which is valued at $4 million, and
serves as collateral for a $2 million debt to Metcalf Bank.

The Debtor also has a 75% interest as a member of Big House
Investments, LLC, which owns 17 acres of vacant land at 110th St.
and I-70 in Edwardsville, Kansas.  The land is subject to a
contract for sale for $6 million and is subject to a $4.0 million
mortgage in favor of Metcalf Bank.


STRADELLA INVESTMENTS: Trustee Seeks to Tap Bankruptcy Counsel
--------------------------------------------------------------
Richard A. Marschack, the trustee appointed in the Chapter 11 case
of Stradella Investments, Inc., seeks authority from the U.S.
Bankruptcy Court for the Central District of California - Santa
Ana Division, to hire his own law firm, Marshack Hays LLP as his
general counsel.

According to papers submitted in Court, the Chapter 11 Trustee at
this time needs counsel for the following:

   (i) Analyzing the Estate's rights and interest in a $25 million
       note payable to the Debtor;

  (ii) Analyzing the collateral securing the Estate's interest in
       the Note;

(iii) Analyzing the Estate's interest in a 25 acre of commercial
       real property;

  (iv) Analyzing the claims of major creditors of the Debtor
       including creditors claiming security interests in assets
       of the Estate;

   (v) Analyzing potential litigation claims held by the Estate;

  (vi) Assisting any special litigation counsel retained by the
       Trustee; and

(vii) Assisting the Trustee in matters concerning the
       administration of the Estate.

The Chapter 11 Trustee requires assistance of counsel to analyze
these and other legal issues, identify real property assets of the
estate, investigate and pursue assets and legal claims of the
Estate, recover and effect turnover of liquid assets of the
Estate, advise the Trustee in his administration of the Estate,
and provide general legal counsel during the pendency of this
Chapter 11 proceeding including assisting in preparation of a
Chapter 11 plan to distribute the proceeds from the transaction.

These Marshack Hays professionals will be paid the following
hourly rates:

   D. Edward Hays       ehays@marshackhays.com         $475
   David M. Goodrich    DGoodrich@marshackhays.com     $390
   Cynthia A. Connors   cconners@marshackhays.com      $395
   Kristine A. Thagard  kthagard@marshackhays.com      $380
   Judith E. Marshack   jmarshack@marshackhays.com     $325
   Martina A. Slocomb   mslocomb@marshackhays.com      $325
   Sarah C. Boone       sboone@marshackhays.com        $325
   Chad V. Haes         chaes@marshackhays.com         $295
   Pamela Kraus         pkraus@marshackhays.com        $210
   Layla Bergini        lbergini@marshackhays.com      $175
   Chanel Mendoza       cmendoza@marshackhays.com      $175
   Cynthia Bastida      cbastida@marshackhays.com      $150

The Firm will also be compensated from assets of the estate, if
any, and will not be compensated absent the Estate's receipt or
recovery of such assets.  The Firm has received no retainer for
the services to be performed in this case, and has agreed that no
retainer will be paid.

D. Edward Hays, a principal at Marshack Hays LLP, in Irvine,
California, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Chapter 11 Trustee and the Estate.

                 About Stradella Investments

San Juan Capistrano, California-based Stradella Investments, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal.
Case No. 10-23193) on Sept. 19, 2010.  Timothy J. Yoo, Esq., at
Levene Neale Bender Rankin & Brill LLP, assists the Debtor in its
restructuring effort.  The Debtor disclosed $25,000,000 in assets
and $121,000,671 in liabilities in its schedules.

The Debtor's primary assets is a $25 million promissory note in
its favor made out by RM Eagle, LLC, in connection with the
purchase of certain real property.  RM Eagle defaulted on a
construction loan with respect to the development of the Property,
and the lender foreclosed on RM Eagle.  An affiliate of Stark
Investments is currently the title holder of the Property.  The
Note is secured by a deed of trust on the Property.

The Debtor filed a First Amended Chapter 11 Plan of Reorganization
on Feb. 13, 2013.  Under the Plan, creditors are to be paid in
full over time from the proceeds of the Debtor's assets.  General
unsecured creditors in Class 3 will be paid from any amounts
remaining from the proceeds of the Note after Secured Creditors in
Class 1 and Class 2 are paid.  Class 4 Equity Interests in the
Debtor will retain their interests.


STRATEGIC CAPITAL: MBS Suit Ruled Time-Barred
---------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that a California
federal judge on Monday threw out an $11 million suit brought by
the Federal Deposit Insurance Corp., acting as receiver for the
failed Strategic Capital Bank, against JPMorgan Chase & Co. and
others over allegedly faulty mortgage-backed securities
certificates, finding the suit's claims are time-barred.

According to the report, the FDIC brought the suit against units
of JPMorgan, Bank of America Corp., Citigroup Inc. and Deutsche
Bank AG, and it later was transferred into multidistrict
litigation targeting BofA's Countrywide Financial Corp. and others
over purportedly misleading statements.

Strategic Capital Bank, Champaign, Illinois, was closed May 22 by
the Illinois Department of Financial and Professional Regulation,
Division of Banking, which appointed the Federal Deposit Insurance
Corporation (FDIC) as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with Midland
States Bank, Effingham, Illinois, to assume all of the deposits of
Strategic Capital Bank.

As of May 13, 2009, Strategic Capital Bank had total assets of
$537 million and total deposits of approximately $471 million.  In
addition to assuming all of the deposits of the failed bank,
Midland States Bank agreed to purchase approximately $536 million
of assets.  The FDIC will retain the remaining assets for later
disposition.

The FDIC and Midland States Bank entered into a loss-share
transaction on approximately $420 million of Strategic Capital
Bank's assets.  Midland States Bank will share in the losses on
the asset pools covered under the loss-share agreement.  The loss-
sharing arrangement is projected to maximize returns on the assets
covered by keeping them in the private sector.  The agreement also
is expected to minimize disruptions for loan customers.


SUPERMEDIA INC: Gets Final OK on Procedures to Limit Secs. Trading
------------------------------------------------------------------
Judge Kevin Gross issued a final order approving certain
notification and hearing procedures designed to limit the trading
of equity securities of SuperMedia Inc, et al.

As reported by The Troubled Company Reporter on April 4, 2013, the
procedures will aid SuperMedia monitor, and object to, certain
acquisitions of SuperMedia Equity Securities to maximize the
combined company's ability to utilize its net operating losses.
The procedures would affect only a limited subset of transfers of
SuperMedia Equity Securities during the Chapter 11 Cases, i.e.,
transfers of SuperMedia Equity Securities to Dex One Substantial
Shareholders (i.e., persons having Beneficial Ownership of more
than approximately 2.29 million shares of Dex One Equity
Securities during the three years prior to the Petition Date).
SuperMedia expects to merge with Dex One Corp. on the effective
date of their reorganization plans.

                        About SuperMedia

Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly
known as Idearc, Inc., is a yellow pages directory publisher in
the United States. Its portfolio includes the Superpages
directories, Superpages.com, digital local search resource on both
desktop and mobile devices, the Superpages.com network, which is a
digital syndication network, and its Superpages direct mailers.
SuperMedia is the official publisher of Verizon, FairPoint and
Frontier print directories in the markets in which these companies
are the incumbent local telephone exchange carriers.  Idearc was
spun off from Verizon Communications, Inc., in 2006.

At Dec. 31, 2012, SuperMedia had approximately 3,200 employees, of
which approximately 950 or 30% were represented by unions.

SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to
effectuate a merger of equals with Dex One Corp.  SuperMedia
disclosed total assets of $1.4 billion and total debt of $1.9
billion.

Morgan Stanley & Co. LLC is acting as financial advisors to
SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young
Conaway Stargatt & Taylor, LLP are acting as its legal counsel.
Fulbright & Jaworski L.L.P is special counsel.  Chilmark Partners
Is acting as financial advisor to SuperMedia's board of directors.
Epiq Systems serves as claims agent.

This is also SuperMedia's second stint in Chapter 11.  Idearc and
its affiliates filed for Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 09-31828) in March 2009 and emerged from bankruptcy
in December 2009, reducing debt from more than $9 billion to $2.75
billion.


SUPERMEDIA INC: Has Final OK to Continue Investment Practices
-------------------------------------------------------------
Judge Kevin Gross has authorized SuperMedia, Inc., et al., on a
final basis, to continue to invest funds in accordance with their
current practices.

The judge has also entered a final order allowing the Debtors to
continue to operate their cash management system, honor certain
related prepetition obligations, and maintain existing business
forms.

In separate orders, the Bankruptcy Court prohibits, on a final
basis, the Debtors' Utility Providers from altering or
discontinuing utility services to the Debtors on account of the
commencement of the Chapter 11 cases or any unpaid prepetition
charges.

The Debtors have been granted final court authority to pay on a
timely basis all undisputed invoices for postpetition utility
services provided by the Utility Providers.  They are to maintain
an Adequate Assurance Account -- which should have a minimum
balance of $555,000 -- for the purpose of providing each Utility
Provider adequate assurance of payment of its postpetition utility
services.

                        About SuperMedia

Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly
known as Idearc, Inc., is a yellow pages directory publisher in
the United States. Its portfolio includes the Superpages
directories, Superpages.com, digital local search resource on both
desktop and mobile devices, the Superpages.com network, which is a
digital syndication network, and its Superpages direct mailers.
SuperMedia is the official publisher of Verizon, FairPoint and
Frontier print directories in the markets in which these companies
are the incumbent local telephone exchange carriers.  Idearc was
spun off from Verizon Communications, Inc., in 2006.

At Dec. 31, 2012, SuperMedia had approximately 3,200 employees, of
which approximately 950 or 30% were represented by unions.

SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to
effectuate a merger of equals with Dex One Corp.  SuperMedia
disclosed total assets of $1.4 billion and total debt of $1.9
billion.

Morgan Stanley & Co. LLC is acting as financial advisors to
SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young
Conaway Stargatt & Taylor, LLP are acting as its legal counsel.
Fulbright & Jaworski L.L.P is special counsel.  Chilmark Partners
Is acting as financial advisor to SuperMedia's board of directors.
Epiq Systems serves as claims agent.

This is also SuperMedia's second stint in Chapter 11.  Idearc and
its affiliates filed for Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 09-31828) in March 2009 and emerged from bankruptcy
in December 2009, reducing debt from more than $9 billion to $2.75
billion.


SYNAGRO TECHNOLOGIES: Proposes EQT-Led Auction on June 10
---------------------------------------------------------
The Carlyle Group's Synagro Technologies, Inc., sought bankruptcy
protection in Delaware and immediately proposed sale procedures
where EQT Infrastructure II Limited Partnership will open the
auction with a $455 million offer.

The Debtor said in court filings that the sale process began in
November 2012 at the behest of the secured lenders, who agreed to
a temporary waiver following a default of the Debtors' total
leverage covenants.

More than 100 potential purchasers were contacted; six parties
submitted indications of interests; and three of those bidders
were invited to another round of bidding. EQT made a formal
proposal in February. There were also talks with American
Securities Opportunity Fund II ("ASOF"), a substantial holder in
the first and second lien debt, regarding a restructuring
transaction.

The Debtor said that EQT's final offer set a purchase price for
both a sale under 11 U.S.C. Sec. 363 or an out-of-court stock
sale.  But the out-of-court option was unfeasible because it
required several substantial reserves.

Accordingly, Synagro has filed for bankruptcy, asking the
Bankruptcy Court to approve an asset purchase agreement where a
subsidiary of EQT would serve as stalking horse bidder in an
auction for substantially all of the assets.

The purchase agreement with EQT envisions, and seeks to
facilitate, a continuation of the Debtors' business operations in
the ordinary course and, to that end, provides for, among other
things, the assumption and assignment to EQT of a material portion
of the Debtors' trade claims and of all contracts related to the
operation of the business.

The salient terms of the deal with EQT are:

    * EQT will purchase the assets for $455 million, subject to
      adjustments.

    * EQT will provide a deposit of $23 million.

    * EQT will receive a break-up fee of $13.8 million (3% of the
      purchase price) and expense reimbursement of up to $4.5
      million in the event it is outbid at the auction.

    * All avoidance actions are excluded from the assets sold to
      EQT.

                      Bidding Procedures

The sale to EQT will be subject to higher and better offers.  The
Debtors propose this timeline:

   i. Potential bidders must submit confidentiality agreements and
      letters of indication to sign a sale agreement not later
      than May 20, 2013.

  ii. Initial bids must be at least $20 million higher than EQT's
      stalking horse offer and must be submitted by June 3, 2013
      in order to participate in the auction.

iii. If qualified bids are received, an auction will be conducted
      June 10, 2013, at 10:00 a.m.

  iv. If there is no auction, a hearing to consider approval of
      the sale to EQT will be held on June 10, and if an auction
      is conducted, the sale hearing will take place June 20.
      Objections are due a week before the sale hearing.

                    Other First Day Motions

Aside from the bidding procedures, the Debtors on the petition
date also filed motions to, among other things, obtain DIP
financing, extend the time to file schedules of assets and
liabilities and statement of affairs by 30 days, pay employee
wages ($2.15 million in accrued but unpaid as of Petition Date),
pay prepetition claims of critical vendors, pay $3.5 million owed
to subcontract haulers and landfill operators, and make the $1.5
million incentive payment earned by third-party contracts for a
capital project in Woonsocket, Rhode Island.

The Debtors estimate that the unpaid prepetition claims of
critical vendors total $750,000.  The Debtors seek authority to
pay critical vendor claims up to $250,000 on an interim basis, and
$750,000 on a final basis.  The Debtors say that critical vendors
include (i) suppliers of specialized chemicals necessary for the
treatment of biosolids necessary to produce residual materials in
accordance with federal regulations; (ii) providers of specialized
repair services for the Debtors' machinery and equipment; and
(iii) providers of biosolids testing and analysis, who assist the
Debtors in maintaining compliance with a vast array of regulations
and requirements.

                        $536 Million Debt

As of the Petition Date, Synagro had $536 million of long term
debt consisting of:

   * $79 million of debt under a first lien revolving credit
     facility provided by lenders led by Bank of America, N.A.
     as administrative agent;

   * $249 million of debt under a first lien term loan credit
     facility, from lenders led by BofA as administrative agent;
     and collateral agent;

   * $100 million of debt under a second lien term loan credit
     facility from lenders led by U.S. Bank, National Association,
     as administrative and collateral agent.

   * $96 million of structurally senior bond debt; and

   * $12 million of capital leases.

                    About Synagro Technologies

Synagro Technologies, Inc., based in Houston, Texas, is the
recycler of bio-solids and other organic residuals in the U.S. and
is one of the largest national companies focused exclusivity on
biosolids recycling, which has a market size of $2 billion.  The
Company was formed in 1986, under the name RPM Marketing, Inc.
Synagro's corporate headquarters is currently located in Houston,
Texas but is in the process of being transferred to White Marsh,
Maryland.  The Company also has offices in Lansdale, Pennsylvania,
Rayne, Louisiana, and Watertown, Connecticut.

Synagro Technologies and 29 affiliates sought Chapter 11
protection (Bankr. D. Del. Case no. 13-11041) on April 24, 2013.

Synagro is being advised by the law firm of Skadden Arps Slate
Meagher & Flom, along with financial adviser AlixPartners and
investment bankers Evercore Partners.  Kurtzman Carson &
Consultants serves as notice and claims agent.

Synagro was owned by The Carlyle Group at the time of the
bankruptcy filing.


SYNAGRO TECHNOLOGIES: Proposes $30MM of DIP Financing
-----------------------------------------------------
Before filing for bankruptcy, Synagro Technologies, Inc.,
solicited offers for DIP financing from financial institutions.
Only two groups -- (i) a potential lender and (ii) the majority of
the holders of the existing first lien debt -- offered DIP
financing on competitive terms.

The Debtors ultimately selected that the proposal from Bank of
America, N.A, on behalf of certain of the holders of the first
lien debt of the Debtors, offered the Debtors an acceptable cost
of financing, after taking into consideration the expected length
of the cases prior to consummation of a sale of the Debtors'
assets and the costs, time and distraction that would be
associated with obtaining financing which required a non-
consensual priming of the first lien lenders' liens.

Accordingly, the Debtors seek approval to obtain DIP financing of
$30 million from the first lien lenders and use cash collateral on
these terms:

  * Upon interim approval of the DIP financing, BofA on behalf of
the first lien lenders will provide in an aggregate principal
amount of $15 million.

  * The DIP loans will be repaid in full on the date that is the
earliest of (i) the date that is 270 days following the Closing
Date, (ii) the date that is 35 days after the entry of the Interim
Order if the Final Order has not been entered by the Bankruptcy
Court on or before such date, (iii) the date that is 15 days after
consummation of a sale of all or substantially all of the assets
of STI pursuant to an asset sale under Section 363 of the
Bankruptcy Code.

  * The DIP Facility requires the Debtors to waive the estate's
506(c) rights upon entry of the Final Order.

  * There will be a carve-out that will fund certain
administrative expenses and professional fees following an event
of default.

  * The DIP financing will be secured by priming liens that have
limited scope.  The First lien lenders have consented to the
priming liens and the second lien lenders are deemed to consent to
the priming liens pursuant to the intercreditor agreement.

  * Because their liens are primed, the first lien lenders and the
second lenders would receive superpriority claims and liens junior
only to the DIP lenders, cash interest payments, and reimbursement
of expenses.

As payment for services to be provided by BofA, STI, as borrower,
will pay a fee to the DIP Agent.  The Debtors seek approval to
file the fee letter under seal as the document contains highly
confidential and commercially sensitive information regarding Bank
of America's business practices and it impacts future transactions
in which BoA may participate.

                    About Synagro Technologies

Synagro Technologies, Inc., based in Houston, Texas, is the
recycler of bio-solids and other organic residuals in the U.S. and
is one of the largest national companies focused exclusivity on
biosolids recycling, which has a market size of $2 billion.  The
Company was formed in 1986, under the name RPM Marketing, Inc.
Synagro's corporate headquarters is currently located in Houston,
Texas but is in the process of being transferred to White Marsh,
Maryland.  The Company also has offices in Lansdale, Pennsylvania,
Rayne, Louisiana, and Watertown, Connecticut.

Synagro Technologies and 29 affiliates sought Chapter 11
protection (Bankr. D. Del. Case no. 13-11041) on April 24, 2013.

Synagro is being advised by the law firm of Skadden Arps Slate
Meagher & Flom, along with financial adviser AlixPartners and
investment bankers Evercore Partners.  Kurtzman Carson &
Consultants serves as notice and claims agent.

Synagro was owned by The Carlyle Group at the time of the
bankruptcy filing.


SYNAGRO TECHNOLOGIES: Taps KCC as Claims and Noticing Agent
-----------------------------------------------------------
Synagro Technologies, Inc., and its affiliates seek authority to
employ Kurtzman Carson Consultants LLC as claim and noticing agent
in the Chapter 11 cases.

KCC will assume full responsibility for the distribution of
notices and the maintenance, processing, and docketing of proofs
of claim filed in the Chapter 11 cases.

On account of its consulting services, KCC personnel will charge
based on a 35% discounted rate:

   Position                                Hourly Rate
   --------                                -----------
Clerical                                   $26 to $39
Project Specialist                         $52 to $91
Technology/Programming Consultant          $65 to $130
Consultant                                 $81 to $130
Senior Consultant                         $146 to $179
Senior Managing Consultant                    $191
Weekend, holidays and overtime               Waived
Travel expenses and working meals            Waived

For its noticing services, KKC will charge $50 per 1,000 e-mails,
and $0.10 per page for electronic noticing.  For its claims
administration services, KCC will charge $0.10 per creditor per
month but is waiving the fee for its public website hosting
services.

Prior to the Petition Date, the Debtors paid KCC an initial
retainer of $10,000.

                    About Synagro Technologies

Synagro Technologies, Inc., based in Houston, Texas, is the
recycler of bio-solids and other organic residuals in the U.S. and
is one of the largest national companies focused exclusivity on
biosolids recycling, which has a market size of $2 billion.  The
Company was formed in 1986, under the name RPM Marketing, Inc.
Synagro's corporate headquarters is currently located in Houston,
Texas but is in the process of being transferred to White Marsh,
Maryland.  The Company also has offices in Lansdale, Pennsylvania,
Rayne, Louisiana, and Watertown, Connecticut.

Synagro Technologies and 29 affiliates sought Chapter 11
protection (Bankr. D. Del. Case no. 13-11041) on April 24, 2013.

Synagro is being advised by the law firm of Skadden Arps Slate
Meagher & Flom, along with financial adviser AlixPartners and
investment bankers Evercore Partners.  Kurtzman Carson &
Consultants serves as notice and claims agent.

Synagro was owned by The Carlyle Group at the time of the
bankruptcy filing.


TOREE DEL GRECO: Court Rules on Chapter 11 Trustee's Fees
---------------------------------------------------------
Jeffrey Hutchinson, the Chapter 11 trustee for Luisa Hansen, dba
Toree Del Greco, Inc., filed his second interim application.  The
Debtor objected to that application, contending that the fees
sought exceed the cap imposed under 11 U.S.C. Section 326(a),
because the Trustee improperly claimed the amount credit bid by
secured lender as money disbursed to creditors.

In a April 22, 2013 Memorandum available at http://is.gd/ziHcKd
from Leagle.com, Bankruptcy Judge Thomas E. Carlson ruled that the
Trustee's second interim application is allowed at this time in
the amount of $41,382.81 -- the amount of the cap, excluding the
$1.8 million note credit bid at the sale.  The Trustee may
supplement his application with evidence showing the amount Dr.
Pappas paid to Chase to purchase the note.

Luisa Hansen, dba Toree Del Greco, Inc., filed for Chapter 11
bankruptcy (Bankr. N.D. Cal. Case No. 09-31378) in 2009.


TROPIC RANCH: Case Summary & 4 Unsecured Creditors
--------------------------------------------------
Debtor: Tropic Ranch, Inc.
        55 E. Long Lake Road
        Troy, MI 48085

Bankruptcy Case No.: 13-48107

Chapter 11 Petition Date: April 22, 2013

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Morris B. Lefkowitz, Esq.
                  LAW OFFICE OF MORRIS B. LEFKOWITZ
                  24100 Southfield Rd., Suite 203
                  Southfield, MI 48075
                  Tel: (248) 559-0180
                  E-mail: morris.lefkowitz@yahoo.com

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

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

A copy of the Company's list of its four largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/mieb13-48107.pdf

The petition was signed by Hanna Karcho, president.


WACO TOWN SQUARE: Court Rules on Collateral Estoppel Issue
----------------------------------------------------------
Collateral estoppel does not establish whether the claims raised
by NSJS Limited Partnership, in its suit currently pending in the
District Court, 414th Judicial District, of McLennan County, Texas
(Case No. 2010-4220-5) are derivative causes of action, belonging
to the Estate of Debtors, Waco Town Square Partners, L.P. and Waco
Town Square Partners II, L.P., said Bankruptcy Judge Marvin Isgur
in an April 23, 2013 Memorandum Opinion available at
http://is.gd/AjBbCGfrom Leagle.com.

NSJS is a limited partner of WTSP II.  Prior to the commencement
of the bankruptcies, NSJS filed a state court suit against Michael
Wray, David Wallace, Waco Town Square Management, II, LLC, WTSP II
and Community Bank & Trust, Waco, Texas for, among other things,
fraud, conversion, breach of contract, breach of fiduciary duty,
and defalcation.  The Debtors removed the State Court Litigation
to the United States Bankruptcy Court for the Western District of
Texas subsequent to filing bankruptcy.  On February 16, 2012, the
Bankruptcy Court remanded the suit to state court under based on
mandatory abstention.  The Court then denied the Debtors' request
for reconsideration.

On January 1, 2013, the Debtors filed their Motion to Hold NSJS
Limited Partnership in Contempt for Violation of Confirmation
Order and For Sanctions, arguing that on November 7, 2012, counsel
for the Reorganized Debtor advised counsel for NSJS that since the
Complaint had not been amended as required by the Confirmation
Order, the State Court Litigation must be dismissed with
prejudice.  Counsel for the Reorganized Debtor further advised
NSJS that if the suit was not dismissed, the Debtors would seek to
hold NSJS in contempt of the Confirmation Order.

On December 14, 2012, the Debtors' counsel received a copy of
NSJS' Second Amended Petition filed in the State Court Litigation.
The Debtors are no longer listed as a party in the State Court
Litigation, but no party has been formally dismissed from the
litigation.  The Debtors seek a finding of contempt against NSJS
because the Amended Complaint was filed more than six months after
the date set forth in the confirmation order, and because it
includes causes of action which have been barred by the
Confirmation Order.

NSJS filed its Response on February 21, 2013, arguing that Debtors
are attempting to use the Motion for Sanctions to get a "second
bite at the apple" regarding whether NSJS' claims in the State
Court Litigation are derivative causes of action belonging to the
Debtors.  NSJS claims that the question of whether NSJS' claims
are derivative causes of action is precluded by collateral
estoppel because the issue was fully and fairly litigated and
essential to the Western District Order Denying Motion for
Reconsideration of Order to Remand.

At the hearing on March 18, 2013, the Bankruptcy Court informed
the parties that it was not inclined to hold NSJS in contempt, but
asked the parties to brief the issue of whether collateral
estoppel precluded a determination by the Bankruptcy Court of
whether the claims asserted by NSJS in the State Court Litigation
are derivative causes of action.  Regardless of whether the Court
finds NSJS to be in contempt, NSJS may still lose all of its
claims if it failed to remove derivative claims as it was required
to do pursuant to the Bankruptcy Court's May 20, 2012 Plan
Confirmation Order.

                  About Waco Town Square Partners

Based in Sugar Land, Texas, Waco Town Square Partners, L.P., dba
Austin Avenue Flats, filed for Chapter 11 bankruptcy (Bankr. S.D.
Tex. Case No. 11-38928) on Oct. 21, 2011.  Judge David R. Jones
presides over the case.  Edward L. Rothberg, Esq. --
rothberg@hooverslovacek.com -- at Hoover Slovacek LLP, served as
the Debtor's counsel.  In its petition, the Debtor estimated
assets and debts of $1 million to $10 million.  The petition was
signed by David Wallace, manager and secretary.

Waco Town Square Partners II LP filed a separate petition (Bankr.
S.D. Tex. Case No. 11-38929) on the same day, listing $100,001 to
$500,000 in assets and $1 million to $10 million in debts.

SWB Waco SH, L.P. filed for Chapter 11 (Bankr. S.D. Tex. Case No.
10-38001) on Sept. 7, 2010.

On May 20, 2012, the Bankruptcy Court entered Order Confirming
Third Amended Joint Chapter 11 Plan of Reorganization of WTSP and
WTSP II, As Modified on the Record at March 26, 2012 Hearing.


WSP HOLDINGS: Posts $84.2MM 2012 Net Loss; Units in Loan Default
----------------------------------------------------------------
WSP Holdings Limited on April 25 reported unaudited financial
results for the fourth quarter and full year ended December 31,
2012.

"The fourth quarter of 2012 showed a decrease in total revenues
from the third quarter of 2012, mainly due to a decrease in sales
volume as well as average selling price of non-API products,"
commented Longhua Piao, the Chairman and Chief Executive Officer
of WSP Holdings.  "We will continue our marketing efforts to tap
into new international markets amidst the current global economic
uncertainties."

WSP Holdings reported revenues of $131.4 million in the fourth
quarter of 2012, compared to $141.3 million in the third quarter
of 2012, primarily due to a decrease in revenues generated from
export sales.  Domestic sales and export sales accounted for 55.0%
and 45.0%, respectively, of total revenues for the fourth quarter
of 2012.

On a quarter-over-quarter basis, domestic sales decreased
primarily due to a 4.7% decrease in sales volume, partially offset
by a 1.7% increase in average selling prices.  Export sales
decreased quarter-over-quarter primarily due to a 9.6% decrease in
average selling prices and a 2.0% decreased in sales volume.

On a year-over-year basis, domestic sales decreased primarily due
to a 32.2% decrease in domestic sales volume and a 2.4% decrease
in average selling prices.  Export sales decreased year-over-year
primarily due to a 24.2% decrease in average selling prices,
partially offset by a 9.3% increase in sales volume.

API and non-API product sales accounted for 77.5% and 13.3%,
respectively, of total revenues in the fourth quarter of 2012.
Higher quarter-over-quarter sales revenues from API product sales
were primarily due to a 6.7% increase in sales volume.  Non-API
sales revenues decreased quarter-over-quarter due to a 20.7%
decrease in sales volume and a 14.8% decrease in average selling
prices.

API sales revenues decreased year-over-year primarily due to a
13.6% decrease in sales volume and an 8.4% decrease in average
selling prices.  Non-API sales decreased year-over-year primarily
due to a 20.8% decrease in sales volume and a 19.3% decrease in
average selling prices.

Gross margin in the fourth quarter of 2012 was 4.9%, compared to
5.5% in the third quarter of 2012 and 7.2% in the fourth quarter
of 2011.  Lower quarter-over-quarter and year-over-year gross
margins were primarily due to decreases in average selling prices.

Operating expenses in the fourth quarter of 2012 were $31.6
million, compared to $25.6 million in the third quarter of 2012
and $29.7 million in the fourth quarter of 2011.  Selling and
marketing expenses were $6.2 million, compared to $3.7 million in
the third quarter of 2012 and $14.6 million in the fourth quarter
of 2011.  The year-over-year decrease in selling and marketing
expenses was primarily due to a decrease in sales commission and
sales activity levels associated with decreased sales volume.
General and administrative expenses were $26.3 million, compared
to $23.3 million in the third quarter of 2012 and $16.1 million in
the fourth quarter of 2011.  The quarter-over-quarter and year-
over-year increase in general and administrative expenses were
primarily due to increased bad debt provision in the fourth
quarter of 2012.

Loss from operations was $25.2 million in the fourth quarter of
2012, compared to loss from operations of $16.7 million in the
fourth quarter of 2011 and $17.8 million in the third quarter of
2012.

Net interest expense was $6.5 million in the fourth quarter of
2012, compared to $2.6 million in the fourth quarter of 2011 and
$9.5 million in the third quarter of 2012.  The year-over-year
increase in net interest expense was attributable to lower
interest expense in the fourth quarter of 2011 due to an increase
in the capitalization of interest expense.

The Company recorded an income tax benefit of $0.6 million in the
fourth quarter of 2012, compared to $0.7 million in the fourth
quarter of 2011 and $1.5 million in the third quarter of 2012.

Net loss attributable to WSP Holdings was $29.1 million in the
fourth quarter of 2012, compared to net loss attributable to WSP
Holdings of $18.9 million in the fourth quarter of 2011 and $22.7
million in the third quarter of 2012.

Basic and diluted loss per ADS were both $1.43 in the fourth
quarter of 2012, compared to basic and diluted loss per ADS for
both of $0.93 in the fourth quarter of 2011 and $1.11 in the third
quarter of 2012.

Full year 2012 Results

Revenues for the full year 2012 were $561.3 million, a decrease of
18.2% from revenues of $686.1 million in the full year 2011.
Gross profit was $24.5 million for the full year 2012, compared to
gross profit of $48.5 million for the full year 2011.  Gross
margin was 4.4% for the full year 2012, compared to 7.1% for the
full year 2011.  Operating loss was $62.2 million for the full
year 2012, compared to operating loss of $41.7 million for the
full year 2011.  Net loss attributable to WSP Holdings was $84.2
million for the full year 2012, compared to net loss attributable
to WSP Holdings of $68.5 million for the full year 2011.  Basic
and diluted loss per ADS for both was $4.12 for the full year
2012, compared to basic and diluted loss per ADS for both of $3.35
in the full year 2011.

Financial Condition

As of December 31, 2012, the Company had cash and cash equivalents
of $26.1 million, compared to $27.7 million as of December 31,
2011.  Restricted cash totaled $206.8 million as of December 31,
2012, compared to $249.8 million as of December 31, 2011.  As of
December 31, 2012, the Company had short-term borrowings of $787.0
million and long-term borrowings of $15.9 million, compared to
$773.5 million and $79.4 million, respectively, as of December 31,
2011.

As of December 31, 2012, one of the Company's major operating
subsidiaries had drawn down approximately RMB2.7 billion ($424.4
million) out of a total approved syndicated loan facility of
RMB2.86 billion (approximately $455.0 million as of December 31,
2012) entered into with eight commercial banks in late August
2011.  The subsidiary is subject to continued compliance with
certain bank loan covenants, including maintaining certain
financial ratios and thresholds at the end of a one-year special
observation period and at the end of 2012.  As of December 31,
2012, the subsidiary did not meet certain financial covenants at
the end of 2012.  Additionally, two other subsidiaries of the
Company were also in breach of their financial covenants under
certain project loans.  If and when the Company goes private, the
covenant that one of its subsidiaries has with the bank would be
breached, unless a waiver from the bank is obtained.  The Company
is now in discussion with the bank regarding the waiver.  As of
December 31, 2012, the Company's short-term borrowings include
loans not due within one year of $210.9 million that were
reclassified as short-term borrowings due to technical breaches of
covenants of these loans.  The Company's lenders have not
accelerated the repayment of their loans under these credit
facilities.  In the event that the Company is unable to reach an
agreement with these lenders, the lenders may accelerate the
repayment of the loans and the Company's ability to draw down
under these credit facilities may be adversely affected.

Accounts receivable and inventory totaled $217.0 million and
$205.2 million, respectively, as of December 31, 2012, compared to
$260.1 million and $242.2 million, respectively, as of December
31, 2011.  As of December 31, 2012, total assets were $1,390.3
million, total liabilities were $1,237.9 million and total equity
was $152.4 million.

Capital expenditures incurred for the full year ended December 31,
2012 were $39.0 million and were funded mainly through the
Company's operating cash flow and bank loans.  The Company has
almost completed its major capital expenditure projects and will
continue to reevaluate and revise its capital expenditure plan
based on the prevailing economic conditions and future
expectations, as well as the availability of funding.

Recent Events

On February 21, 2013, the Company announced that it entered into
an Agreement and Plan of Merger with WSP OCTG GROUP Ltd., a
company owned by H.D.S. Investments LLC, and JM OCTG GROUP Ltd., a
company with limited liability and a direct wholly-owned
subsidiary of Parent. Subject to satisfaction or waiver of the
closing conditions in the Merger Agreement, Merger Sub will merge
with and into the Company, with the Company continuing as the
surviving corporation.  Pursuant to the Merger Agreement, each of
the Company's ordinary shares issued and outstanding immediately
prior to the effective time of the Merger will be cancelled and
cease to exist in exchange for the right to receive $0.32 without
interest, and each ADS, which represents ten ordinary shares, will
represent the right to surrender the ADS in exchange for $3.20 in
cash without interest, except for (a) Shares held of record by
Expert Master Holdings Limited, a company wholly-owned by Mr.
Longhua Piao, the Company's Chairman and Chief Executive Officer,
and UMW China Ventures (L) Ltd. ("UMW"), which will be contributed
to Parent immediately prior to the Merger in exchange for equity
interests of Parent, and (b) Shares owned by shareholders who have
validly exercised and have not effectively withdrawn or lost their
rights to dissent from the Merger under the Cayman Islands
Companies Law, which will be cancelled for the right to payment of
fair value of the Dissenting Shares in accordance with the Cayman
Islands Companies Law.

The Merger, which is currently expected to close during the second
quarter of 2013, is subject to the authorization and approval of
the Merger Agreement by an affirmative vote of shareholders
representing at least two-thirds of the Shares present and voting
in person or by proxy as a single class at a meeting of the
Company's shareholders, as well as certain other customary closing
conditions.  EMH and UMW collectively beneficially own sufficient
Shares to approve the Merger Agreement and the Merger and have
agreed to vote in favor of such approval.  If completed, the
Merger will result in the Company becoming a privately-held
company and its ADSs will no longer be listed on the NYSE.

Operational Environment and Business Outlook

After falling from the $100 per barrel mark in mid-February 2013
amid concerns over sequestration cuts in the United States, by
late March crude oil prices approached previous highs but
subsequently fell below $90 per barrel in mid-April.  Crude oil
prices are expected to continue fluctuating due to the ongoing
European debt crisis and heightened global economic uncertainty.

On the international front, WSP Holdings continues to pursue new
opportunities and broaden its customer base in South America,
Russia, the Middle East, Central Asia and Africa and focus on
sales of non-API premium connections, which provide opportunities
for sales growth.  On the domestic front, WSP Holdings continues
to develop and launch new series of non-API products for
commercial use and focus mainly on customers in areas such as
Xinjiang Autonomous Region, Sichuan Province and Shaanxi Province,
which provide opportunities for sales of higher-margin, non-API
products.

                    About WSP Holdings Limited

Based in Xinqu, Wuxi, Jiangsu Province, People's Republic of
China, WSP Holdings Limited is a Chinese manufacturer of seamless
Oil Country Tubular Goods ("OCTG)", including casing, tubing and
drill pipes used for oil and natural gas exploration, drilling and
extraction.  OCTG refers to pipes and other tubular products used
in the exploration, drilling and extraction of oil, gas and other
hydrocarbon products.

WSP Holdings Limited reported a net loss of $76.80 million on
$686.13 million of revenues for 2011, compared with a net loss of
$132.75 million on $470.47 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$1.571 billion in total assets, $1.340 billion in total
liabilities, and total equity of $231.38 million.

                       Going Concern Doubt

MaloneBailey LLP, in Houston, Texas, expressed substantial doubt
about WSP Holdings Limited's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors said: "As discussed in
Note 2(a) to the consolidated financial statements, the fact that
the Company suffered significant operating loss and had working
capital deficiency while a significant amount of short-term
borrowings is required to be refinanced raises substantial doubt
about the Company's ability to continue as a going concern."


* Capital One Accused of Understating Loan Losses
-------------------------------------------------
Ben Protess, writing for The New York Times' DealBook, reported
that federal regulators on Wednesday accused Capital One and two
of its executives of understating millions of dollars in auto loan
losses suffered during the financial crisis.

According to the DealBook report, the case, which the Securities
and Exchange Commission agreed to settle with Capital One and the
executives, illustrated a common financial misdeed during the
crisis. As losses mounted in 2007 and 2008, some Wall Street firms
covered up the woes from the public, prompting a wave of federal
actions against Countrywide Financial and other lending giants.

In the case of Capital One's auto-lending business, according to
the S.E.C., the bank "materially understated" its loan loss
expenses and "failed to maintain effective internal controls," the
DealBook related. The S.E.C. contended that Peter A. Schnall, who
was Capital One's chief risk officer at the time, and David A.
LaGassa, a lower-level executive, failed to prevent the improper
statements.

"Accurate financial reporting is a fundamental obligation for any
public company, particularly a bank's accounting for its provision
for loan losses during a time of severe financial distress,"
George Canellos, the co-chief of the S.E.C.'s enforcement unit,
said in a statement, the DealBook cited. "Capital One failed in
this responsibility."

But the SEC could face questions over whether its penalties fit
the crime, according to the report.  Capital One, one of the
nation's biggest banks, paid $3.5 million to settle the case, a
minuscule amount for a company of its size. And like most banks
accused of wrongdoing during the 2008 crisis, Capital One was not
required to admit or deny wrongdoing.


* Report: IRS Paid Billions in Improper Refunds
-----------------------------------------------
Josh Hicks, writing for The Washington Post, reported that the
Internal Revenue Service issued more than $11 billion in faulty
refunds through its Earned Income Tax Credit last year, according
to an inspector general's report released this week.

According to the report, the Treasury Department's deputy
inspector general, Michael McKenney, found that the IRS has failed
for the past two years to comply with a federal law requiring
agencies to reduce payment errors to a rate of less than 10
percent. President Barack Obama signed the statute in 2010.

The Post related that the IRS estimates that at least 21 percent
of its EITC payments in 2012 were faulty. That rate represented a
decline compared with the previous nine years, but the total value
for improper payments increased about 22 percent over that same
period to at least $11.6 billion in 2012, according to the
inspector general's report.

The Earned Income Tax Credit awards tax refunds to low-income
working individuals and families, especially those with children,
the Post said.  The report said the IRS uses unreliable processes
to assess the risk of improper payments through the program.

"Ineffective risk assessment processes can limit the government's
ability to protect taxpayer dollars from waste, fraud and abuse,"
J. Russell George, the Treasury Department's inspector general for
tax administration, told the Post. "In these difficult economic
times, all efforts must be made to prevent improper payments in
every program."

The IRS said in a statement Tuesday that faulty payments result
from a variety of causes, including the complex nature of the law,
the shifting EITC-eligible population and the nature of the
credit, the Post further related.


* Hazy Future for Thriving SEC Whistle-Blower Effort
----------------------------------------------------
Ben Protess and Nathaniel Popper, writing for The New York Times'
DealBook, reported that for years, Wall Street's top enforcers
lacked the firepower to thwart financial misdeeds like Bernard L.
Madoff's Ponzi scheme.  But now that the Securities and Exchange
Commission has turned to sophisticated statistical tools and
financial experts, one of the most effective weapons in its new
enforcement arsenal may be a more traditional one: whistle-
blowers.

Already, a whistle-blower program has bolstered an investigation
into a trading blowup that nearly toppled Knight Capital, the
largest stock trading firm on Wall Street, according to lawyers
briefed on the case, the DealBook related.

With help from another whistle-blower, the lawyers said, the
government discovered that Oppenheimer & Company had overstated
the performance of a private equity fund, the DealBook further
related.  And after pursuing a Texas Ponzi scheme for more than a
year, a cold trail heated up in 2010 when a tipster emerged.

The breakthroughs -- previously undisclosed -- show the promise of
the agency's 20-month-old whistle-blower program.  Yet, the
program faces challenges on many fronts, the DealBook pointed out.

The DealBook said some Wall Street firms are urging employees to
report wrongdoing internally before running to the government, and
one hedge fund, Paradigm Capital Management, was accused in a
lawsuit of punishing an employee who had cooperated with the
S.E.C., according to court and internal documents.

Another financial firm, the documents show, pressured an employee
to forfeit potential "bounties or awards" -- a possible violation
of S.E.C. rules, the DealBook added.

Some lawyers also complain that the agency takes weeks or months
before it responds to a backlog of tips, while others question
whether the S.E.C. overstates the power of the whistle-blower
program, the DealBook further related.


* Fitch Says U.S. High Yield Default Rate Slips to 1.6% in March
----------------------------------------------------------------
The U.S. high yield trailing 12-month default rate slipped to 1.6%
in March, down from 1.9% at the end of 2012, according to a new
report by Fitch Ratings. However, activity has been brisk in
April, and Fitch projects that the rate will move back up to
roughly 2% in the second quarter. Eight issuers defaulted on $3.4
billion in bonds in the first three months of this year compared
with 12 issuers and $5.2 billion in first-quarter 2012. April has
thus far added seven issuers and $2.8 billion to the year's tally
(versus two and $0.5 billion last year).

Public sources state that Energy Future Holdings (EFH) is
considering a prepackaged bankruptcy. Such an event would propel
the default rate to an estimated 3.5%. While EFH's troubles are
well documented, the rate would nonetheless hit a three-year high.
Shifting perceptions around default conditions could affect risk
receptivity in an otherwise booming high yield market.

Sectors that have produced multiple defaults this year include
broadcasting and media, and gaming, lodging and restaurants. There
has also been a strong representation of secured bonds in the
default mix. Secured bonds comprise 72% of the estimated $6.2
billion in defaults including April activity. There is currently
$262 billion of these issues outstanding (or 22% of high yield
market volume). Issuance soared post-crisis to refinance maturing
loans. Of this total, a revealing 39% is rated 'B-' or lower
versus 31% for unsecured/subordinated issues. The rating mix data
suggests that the average credit quality of companies carrying
secured bonds is poor, which is supported by the concentration of
secured bonds in this year's defaults.

The weighted average recovery rate on defaults through March was
73.3% of par. This was mostly due to above-par recovery rates on
EFH's senior secured distressed debt exchanges completed in
January. Excluding EFH, the average recovery was a more moderate
but above average 48.4%.


* Moody's Notes Continued Rise of Dividend Payouts in Tech Sector
-----------------------------------------------------------------
More US technology companies are initiating dividends, and
increasing the size of existing ones, Moody's Investors Service
says in a new report. Moody's-rated technology companies are
expected to pay out $44.4 billion to shareholders this year, up
35% from last year. And after its recently announced 15% dividend
increase, Apple will pay out more than $11 billion in 2013, the
most of any company in the US non-financial sector.

"The top 10 US tech companies will account for 84% of the sector's
dividends this year, with Apple, Microsoft and Intel expected to
comprise 54% of the total," says Senior Vice President Richard
Lane in "US Technology Industry: Dividend Payments to Continue
Climbing, but Payout Ratios to Remain Low." Apple will account for
48% of the sector's dividend growth, while Microsoft and Cisco
combined will account for another 16%.

In addition, more Moody's-rated technology companies are paying
dividends. The number had increased to 31 at the end of 2012, from
29 in 2011 and 20 in 2007.

"We believe the increasing number of dividend-paying tech
companies reflects the strength of these firms' business models,
management confidence in cash flow generation prospects and, in
some cases, pressure to return capital to shareholders," Lane
says.

Rising dividend payments won't affect companies' credit ratings,
Moody's notes. Although technology firms have been implementing
and raising dividends slightly ahead of growth in cash flow
generation, dividend payments relative to cash flow average a low
20%, compared with 50% for non-tech industries.

And Moody's expects that most dividend-paying tech companies will
keep payout ratios below 30% due to tax-inefficient access to
overseas liquidity, operational requirements and company-specific
strategic considerations. Many technology firms keep the bulk of
their cash overseas and if this were used to pay common dividends,
they would be subject to US repatriation taxes.

Overall, US tech companies are well positioned to support dividend
payments in the event of economic downturn, Lane says. "Stable
cash flows and strong liquidity should enable the dividend-payers
to weather potential financial or geopolitical shocks to the
global economy."


* Moody's Says Sequestration's Impact on Local Gov'ts. Limited
--------------------------------------------------------------
Only a few, isolated local governments are likely to experience
significant negative pressure on their finances because of the
ongoing federal sequestration, says Moody's Investors Service in
the report "The Sequester Series: Limited Impacts on Local
Governments." Those vulnerable are in regions with economies
heavily dependent on defense spending or health care.

"Sequestration will strain the US economy to some extent, but any
material impact on regional economies will be limited to areas
with substantial dependence on defense spending or health care,"
says Rachel Cortez, a Moody's Vice President -- Senior Analyst.
"In these regions, local governments relying on revenues from
income taxes and sales taxes may face some budget pressures as
layoffs, furloughs, and hiring freezes reduce disposable income
and consumer spending."

Direct government funding makes up only 5% of the general revenue
of local governments taken together. Therefore the impact of the
sequestration on local government budgets is mainly through its
drag on the economy, which reduces local government income tax and
sales tax revenues because of declines in disposable income and
consumer spending. These tax sources make up about 10% of local
government revenues.

Defense spending cuts will moderately pressure several regional
economies, as the sequestration requires a 7.8% cut in
discretionary defense spending in federal fiscal year 2013. Areas
with relatively high dependence on federal employment include the
Georgia MSAs of Warner Robins and Hinesville-Fort Stewart. Areas
with large exposures to federal procurement contracts include
Oshkosh-Neenah WI, Idaho Falls, ID, and Amarillo, TX.

Sequestration cuts also include a 2% reduction in Medicare
reimbursement to hospitals and other healthcare providers. As
hospitals cope with tighter operating margins, areas with
significant healthcare employment may see some economic
consequences. Such areas include Rochester, MN, McAllen-Edinburg-
Mission, TX, and Brownsville-Harlingen, TX.


* Regulators to Restrict Big Banks' Payday Lending
--------------------------------------------------
Jessica Silver-Greenberg, writing for The New York Times'
DealBook, reported that federal regulators are poised to crack
down on payday loans -- the short-term, high-cost credit that can
mire borrowers in debt. But instead of taking aim at storefront
payday lenders, the banking authorities are focusing on the small
operations' big bank rivals, like Wells Fargo and U.S. Bank,
according to several people briefed on the matter.

According to the DealBook report, a handful of banks offer the
loans tied to checking accounts, with the understanding that the
lender can automatically withdraw the loan amount, plus the
origination fee, when it is due.

The DealBook related that regulators from the Office of the
Comptroller of the Currency and the Federal Deposit Insurance
Corporation are expected to clamp down on the loans, which carry
interest rates that can soar above 300 percent, by the end of the
week, these people said.

The F.D.I.C. and the comptroller's office declined to comment, the
DealBook noted.

The regulators are expected to impose more stringent requirements
on the loans, according to the DealBook.  Before making a loan,
for example, banks will have to assess a consumer's ability to
repay the money.


* Too-Big-to-Fail Bill Seen as Fix for Dodd-Frank Act's Flaws
-------------------------------------------------------------
Cheyenne Hopkins, writing for Bloomberg News, reported that "too-
big-to-fail" legislation unveiled in Washington is needed to rein
in the biggest U.S. banks because the Dodd-Frank Act has failed to
guard taxpayers against future bailouts, the bill's sponsors said.

According to the Bloomberg report, the four largest banks --
JPMorgan Chase & Co. (JPM), Bank of America Corp., Citigroup Inc.
and Wells Fargo & Co -- "are nearly $2 trillion larger than they
were" before getting U.S. aid to help them weather the 2008 credit
crisis, Senator Sherrod Brown said in a news conference.

"If big banks want to continue risky practices, they should do so
with their own assets," Brown, an Ohio Democrat, told Bloomberg.
"Our bill will ensure a level playing field for all financial
institutions by ending the subsidy for Wall Street megabanks and
requiring banks to have adequate capital."

Bloomberg related that Brown and Republican Senator David Vitter
of Louisiana, whose plan is opposed by key lawmakers, are
proposing a 15 percent capital requirement for so-called megabanks
as a way to reduce risk and remove the perception that they would
get bailouts in a crisis. Mid-size and regional banks, those
between $500 billion and $50 billion in assets, would need to have
8 percent capital relative to assets.

"It is our intent to have much more protection against a crisis
and against a taxpayer bailout in a crisis, and it is our intent
to level the playing field and take away a government policy
subsidy, if you will, that exists in the market now favoring
size," Vitter said during a roundtable meeting at the National
Press Club on April 23, Bloomberg further related.


* Watchdog: Banks Are Still Too Intertwined
-------------------------------------------
Michael R. Crittenden, writing for The Wall Street Journal,
reported that a government watchdog warned that regulators need to
be more aggressive in reducing exposure among major Wall Street
firms if they want to eliminate concerns about "too-big-to-fail"
banks.

According to WSJ, Christy Romero, special inspector general for
the $700 billion Troubled Asset Relief Program, said in a report
that not enough has been done by government overseers to address
the interconnected nature of the largest and most complex
financial companies. The ties among major Wall Street firms that
posed a challenge at the height of the 2008 financial crisis
remain a problem, she said.

The report also took aim at the Treasury Department's efforts to
provide assistance to troubled homeowners, which have fallen far
short of initial expectations, WSJ related.

The report called it "alarming" that 46% of borrowers who received
a mortgage modification through the government's Home Affordable
Modification Program in the third quarter of 2009 wound up re-
defaulting on their loans, WSJ further related.

A Treasury spokeswoman said those who received help "were among
those who were struggling the most," and that borrowers aided by
the modification program have fared better than those receiving
private-sector loan modifications, WSJ added.

Federal bank-regulator data show a default rate of about 14% for
government modifications made in mid-2011, compared with a rate of
about 31% for private-sector loan assistance in that same period,
WSJ pointed out.


* K&L Gates Adds 2 Partners From Jackson Walker, Haynes
-------------------------------------------------------
The Houston office of global law firm K&L Gates LLP welcomes Bruce
A. Blefeld and Trey A. Monsour as partners in the firm's antitrust
and restructuring & bankruptcy practices, respectively. Blefeld
joins K&L Gates from Jackson Walker L.L.P., while Monsour joins
from Haynes and Boone, LLP.

Blefeld advises health care providers, pharmaceutical companies,
energy companies, and joint ventures on a variety of antitrust
matters. He also represents clients in ERISA cases involving
putative class action claims and in connection with complex
commercial litigation matters concerning breach of contract,
fraud, and tortious interference as well as patent infringement
claims arising out of domestic and international transactions.

Recently, Blefeld advised a global health care device and supply
company in a $1 billion antitrust suit; defended the largest
health group purchasing organization in a $600 million antitrust
matter; and was part of a team that prevented a specialty chemical
company from terminating a $6.5 billion purchase agreement. He
also was among a trial team that represented several international
insurers in an $850 million claim arising from the Exxon Valdez
oil spill, one of the largest insurance coverage cases ever tried.

With more than two decades of experience representing lenders,
creditors, investment funds, debtors, committees, trustees, and
directors both in pre-filing workouts and bankruptcy cases,
Monsour brings to the firm a strong Texas presence in business
restructurings and commercial bankruptcies. He advises clients in
the energy, retail, restaurant, supplier, and manufacturing
sectors.

Monsour is national bankruptcy counsel to one of the Fortune
Global 500 Top Companies as well as a court-appointed mediator in
bankruptcy disputes. Additionally, he has served as on the boards
of several not-for-profit organizations, including the Children's
Advocacy Center.

"With the addition of these two outstanding lawyers, we are
pleased to grow our litigation and bankruptcy capabilities in this
strategic market for our firm," said Eugene C. Pridgen, K&L Gates'
Managing Partner, U.S.

K&L Gates opened its Houston office in February with the hiring of
corporate partner Charles Strauss, and has since added Steven
Sparling as an energy partner in both the firm's Houston and
Washington, D.C., offices and Arthur Howard as a corporate/M&A
partner.

K&L Gates practices out of 48 fully integrated offices located in
the United States, Asia, Australia, Europe, the Middle East and
South America and represents leading global corporations, growth
and middle-market companies, capital markets participants and
entrepreneurs in every major industry group as well as public
sector entities, educational institutions, philanthropic
organizations and individuals.


* LPS March-End Data Shows Continued Delinquency Rate Decline
-------------------------------------------------------------
Lender Processing Services, Inc. reports the following "first
look" at March 2013 month-end mortgage performance statistics
derived from its loan-level database representing approximately 70
percent of the overall market.

Total U.S. loan delinquency rate (loans 30 or more days past due,
but not in foreclosure): 6.59%

Month-over-month change in delinquency rate: -3.13%

Year-over-year change in delinquency rate: -3.03%

Total U.S. foreclosure pre-sale inventory rate: 3.37%

Month-over-month change in foreclosure presale inventory rate:
-0.41%

Year-over-year change in foreclosure presale inventory rate:
-19.61%

Number of properties that are 30 or more days past due, but not in
foreclosure: (A) 3,308,000

Number of properties that are 90 or more days delinquent, but not
in foreclosure: 1,466,000

Number of properties in foreclosure pre-sale inventory: (B)
1,689,000

Number of properties that are 30 or more days delinquent or in
foreclosure:  (A+B) 4,997,000

States with highest percentage of non-current* loans:
FL, NJ, MS, NV, NY

States with the lowest percentage of non-current* loans:
MT, AK, WY, SD, ND

*Non-current totals combine foreclosures and delinquencies as a
percent of active loans in that state.

Notes: (1) Totals are extrapolated based on LPS Applied Analytics'
loan-level database of mortgage assets.

       (2) All whole numbers are rounded to the nearest thousand.

The company will provide a more in-depth review of this data in
its monthly Mortgage Monitor report, which includes an analysis of
data supplemented by in-depth charts and graphs that reflect trend
and point-in-time observations.

                 About Lender Processing Services

Lender Processing Services is a provider of integrated technology,
data and analytics to the mortgage and real estate industries,


* BOOK REVIEW: George Eastman: Founder of Kodak and the
               Photography Business
-------------------------------------------------------
Author: Carl W. Ackerman
Publisher: Beard Books
Softcover: 522 Pages
List Price: US$34.95
Review by Gail Owens Hoelscher

George Eastman was a Bill Gates of his time.  This biography of
Eastman (1854-1932) provides a fascinating look at the
inventions, management style, interests, causes, and
philanthropies of one of America's finest scientistentrepreneurs.
Eastman's inventions transformed photography into
a relatively inexpensive and enormously popular leisure
activity.  His company, Eastman Kodak, was one of the first U.S.
firms to mass-produce a standardized product.  Along with Thomas
Edison, he ushered in the age of cinematography.

Eastman was born in Waterville, New York.  At the age of 23,
while working as a bank clerk, Eastman bought a camera and set
in motion a revolution in photography.  At the time,
photographers themselves mixed chemicals to make light-sensitive
emulsions and covered glass plates (called "wet plates") with
the emulsions, taking photographs before the emulsions dried.  It
was an awkward, messy and time-sensitive undertaking.  Eastman
274 developed a process using dry plates and in 1884 patented a
machine to produce coated dry plates.  He began selling
photographic plates made using his machines, as well as leasing
his patent to foreign manufacturers.

With the goal of reducing the size and weight of photographic
equipment, Eastman then began investigating possibilities for a
flexible firm.  He and William E. Walker developed the first such
film, cut in narrow strips and wound on a roller device patented
by Eastman.  The Eastman Dry Plate and Film Co. began producing
the film commercially in 1885.  In 1888, Eastman patented the
hand-held Kodak camera, designed specifically for roll film and
initially priced at $25. (He made up the word "Kodak" using the
first letter of his mother's maiden name, Kilbourne.)
In 1889, Eastman began working with Thomas Edison, inventor of
the motion picture camera.  Edison's increasingly sophisticated
models required a stronger, more flexible transparent film,
which Eastman was able to deliver.  He founded Eastman Kodak Co.,
in 1892 and began mass-producing a range of photographic
equipment.

Eastman was an astute businessman.  He dealt shrewdly with
competitors and sometimes fell out with former collaborators.
Indeed, some of them filed and won patent infringement lawsuits
against him.  He was tireless in his inventing and
entrepreneurial endeavors.  In the early days, he often slept in
a hammock at the factory and cooked his own food there.  His
mother regularly showed up and insisted that he go home for a
good meal and full night's sleep! Eastman demanded much of his
employees, but no more than de demanded of himself.  "An
organization," he said, "cannot be sound unless its spirit is.
That is the lesson the man on top must learn.  He must be a man
of vision and progress who can understand that one can muddle
along on a basis in which the human factor takes no part, but
eventually there comes a fall."

This book draws on the contents of 100,000 letters to and from
Eastman's friends, family, investors, competitors, employees,
and fellow inventors, along with Eastman's records and notes on
his various inventions.  The result is a meticulously detailed
account of Eastman's myriad interests and hands-on management
style, as well as the evolution of photography and a major 20th
century corporation.


                            *********

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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