TCR_Public/130429.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, April 29, 2013, Vol. 17, No. 117

                            Headlines

250 AZ: Squar Milner Approved to Audit Schedule of Rental Revenue
250 AZ: Taps Keller Barrett to Prosecute Valuation Complaint
AEROGROW INTERNATIONAL: Obtains $4 Million Investment From SMG
AES CORP: Proposed $500MM Sr. Notes Offer Gets Moody's Ba3 Rating
ALTISOURCE SOLUTIONS: Moody's Affirms B1 CFR After Loan Upsize

AMARU INC: Former Accountant Withdraws Audit Report for 2011
AMBAC FINANCIAL: Keeping Mum on End of Board Nominee Crony Dispute
AMERICAN AIRLINES: Parent Seeks $3.25B Financing to Pad Ch.11 Exit
AMERICAN AIRLINES: Could Face $18MM in Boarding Pass Patent Claims
AMERICAN INT'L GROUP: NY Seeks to Press Trial of Former Chief

ANJASH LLC: Case Summary & 20 Largest Unsecured Creditors
API TECHNOLOGIES: Sells Sensors Business for $51 Million
ARCAPITA BANK: Gets OK to Solicit Creditors' Votes for Plan
ARCAPITA BANK: Exclusivity Extended to Confirmation Hearing
ASARCO LLC: Says It Didn't Waive Cemex Claim in $19MM Cleanup Row

ATARI INC: US Trustee Takes Issue With Exec Bonuses
BEACON ENTERPRISE: Charles Glasgow Held 10.6% Stake at April 12
BONAIR LINEN: Case Summary & 20 Largest Unsecured Creditors
BOREAL WATER: Amends 2012 Annual Report
BUNDY CANYON: Involuntary Chapter 11 Case Summary

CAESARS ENTERTAINMENT: Loan Trades at 9% Off in Secondary Market
CENTRAL EUROPEAN: ING Otwarty No Longer Owner as of April 19
CHRYSLER GROUP: Fiat, UAW Trust Offer Differing Prices
COLLEGE BOOK: Cash Collateral Hearing Scheduled for April 30
COMMUNITY HOME: April 30 Hearing on Creditors Bid vs. Cash Use

DEX MEDIA WEST: 2014 Loan Trades at 23% Off in Secondary Market
DOUGLAS COUNTY BANK: Closed; Hamilton State Bank Assumes Deposits
EASTMAN KODAK: Securities Fraud Suit Underdeveloped, Judge Says
EDISON MISSION: Wants to Hire Novack & Macey as Litigation Counsel
ELCOM HOTEL: Court to Decide on More Exclusivity Tomorrow

ELITE PHARMACEUTICALS: Awarded Second Abuse Resistant Patent
ENERGY FUTURE: 2014 Loan Trades at 25% Off in Secondary Market
EXIDE TECHNOLOGIES: June 14 Lead Plaintiff Deadline Set
EXTENDED STAY: Willkie Farr Skirts Suit Over $100MM Penalty
FONTAINEBLEAU LAS VEGAS: Lenders, Contractors Near Ch. 7 Deal

FUNCTIONAL TECHNOLOGIES: Reports 2nd Qtr. 2013 Financial Results
GATEHOUSE MEDIA: 2014 Loan Trades at 64% Off in Secondary Market
GENERAL MOTORS: Pay Change Signals CEO's Retirement
GEOKINETICS INC: Second Modified Plan Filed, Confirmed
GMX RESOURCES: Investors Blast $50MM Ch. 11 Loan As Unfair

HAWTHORNE HALL: Case Summary & 8 Largest Unsecured Creditors
HEALTHWAREHOUSE.COM INC: Incurs $1.6 Million Net Loss in Q3
HELLER EHRMAN: Greenberg to Pay $5MM to End Malpractice Row
HORNE INTERNATIONAL: Appoints Dallas Evans as CEO
ICEWEB INC: Post-Effective Amendment 2 to 43MM Shares Prospectus

ICEWEB INC: Amends 43 Million Common Shares Prospectus
IMAGEWARE SYSTEMS: Chris Kuchanny Held 5.8% Stake at March 28
INDIEPUB ENTERTAINMENT: David Smith Held 86.7% Stake at April 12
INDY CAR WASH: Case Summary & 20 Largest Unsecured Creditors
INSPIREMD INC: Samuel Isaly Owned 6.9% Equity Stake at April 10

INSPIREMD INC: Hires Vice President of Corporate Development
INTELLIPHARMACEUTICS INT'L: To Present at 12th Needham Conference
J.C. PENNEY: Said to Have Pledge for $1.75BB Loan From Goldman
J.M. HUBER: Improved Earnings Prompt Moody's to Lift CFR to Ba2
JONES GROUP: Moody's Reviews Ba2 CFR for Possible Downgrade

K-V PHARMACEUTICAL: Lenders Slam Creditors' Disclosures Objections
KINDRED HEALTHCARE: No Change on Moody's B1 CFR After Assets Sale
KIT DIGITAL: Owners to Be Paid $2MM If Other Plan Deal Is Pursued
KIT DIGITAL: Has $3-Mil. DIP Financing From JEC
KIT DIGITAL: Proposes Procedures to Protect NOLs

KIT DIGITAL: Proposes ALCS as Claims & Administrative Agent
LEHMAN BROTHERS: Carter Ledyard Malpractice Suit Tossed
LEHMAN BROTHERS: NY Giants Again Seek Docs in $300MM Stadium Row
LIBERTY MEDICAL: Settles $40 Million Feud With Alere
LIFECARE HOLDINGS: Reaches Deal Backing $320MM Carlyle Sale

MAXCOM TELECOM: Considers Bankruptcy After Takeover Deal Collapse
MISSION NEWENERGY: Serves KNM Process with Winding Up Petition
MOBILICITY: May File for CBCA Plan of Arrangement or CCAA
MONTANA ELECTRIC: Great Falls Agrees to Pay $3.25MM to Exit Coop
MORRELL DEVELOPING: Voluntary Chapter 11 Case Summary

MOTORS LIQUIDATION: GUC Trust and Budget Variance Reports
NEXSTAR BROADCASTING: New Station Buy No Impact on Moody's B2 CFR
NORTHLAND RESOURCES: Expects to File Annual Filings on April 30
ORCHARD BRANDS: Moody's Assigns B1 and Caa1 Ratings to New Debts
ORAGENICS INC: Amends License Agreements with UFRF

OVERSEAS SHIPHOLDING: $94MM Military Contract Approved
PACIFIC GOLD: OKs Transfer of $175,000 Notes to Third Party
PARKWAY BANK: Shut Down; Certus Bank Assumes Deposits
PATRIOT COAL: Exclusive Filing Period Extended Until Sept. 2
PATRIOT COAL: Wins OK to Modify Non-Union Retiree Life Insurance

PATRIOT COAL: Rule 2019 Motion Denied as Moot
PENSON WORLDWIDE: Files Projected Cash Projections and Allocations
PENSON WORLDWIDE: NDV Wants Stay Lifted to Pursue Arbitration
PHIL'S CAKE: Hearing on Cash Access Continued Until May 23
PHIL'S CAKE: Taps Gregory Sharer as Certified Public Accountant

PICACHO HILLS: William F. Davis Approved as Bankruptcy Counsel
PM CROSS: Chapter 11 Case Summary & 2 Unsecured Creditors
POSITIVEID CORP: Effects a 1-for-25 Reverse Stock Split
R. BARKLEY: Voluntary Chapter 11 Case Summary
RADIOSHACK CORP: Widens Net Loss to $43.3 Million in Q1

REVSTONE INDUSTRIES: Boston Finance Has Right to Credit Bid
RITE AID: Swings to $118.1 Million Net Income in Fiscal 2013
RIVER ROAD: $19-Mil. Claim Cut to $52K in Settlement
SALON MEDIA: Stockholders OK Hike of Authorized Stock to $150MM
SAN BERNARDINO, CA: Projects $2.3MM Cash Surplus

SAN DIEGO HOSPICE: April 30 Hearing on Motion to Appoint Trustee
SAN DIEGO HOSPICE: Squar Milner Approved as Accountants
SAN JOSE, CA: Council Finds It Cannot Afford to Quit CalPERS
SCHOOL SPECIALTY: Committee Drops Motion to Terminate Exclusivity
SHARON COBHAM: Case Summary & 12 Unsecured Creditors

SI ORGANIZATION: Moody's Lowers CFR to 'B3', Negative Outlook
SOUTH PROCYON: Case Summary & 4 Largest Unsecured Creditors
SPIN HOLDCO: Moody's Rates Proposed Senior Credit Facility 'B2'
SPRINT NEXTEL: Incurs $643 Million Net Loss in First Quarter
STARCO VENTURES: Case Summary & 6 Unsecured Creditors

STREAMTRACK INC: Incurs $1.8-Mil. Net Loss in Fiscal 2013 Q2
SYNAGRO TECHNOLOGIES: Wins Approval of $30-Mil. DIP Financing
SYNAGRO TECHNOLOGIES: Case Summary & Creditors List
SYNAGRO TECHNOLOGIES: Chap. 11 No Immediate Impact on Fitch Rating
SYNAGRO TECHNOLOGIES: Moody's Downgrades PDR After Ch. 11 Filing

TARGETED MEDICAL: Reports $2.8 Million Revenue in 1st Quarter
TCB PROPERTY: Case Summary & 5 Unsecured Creditors
THAPAN GROUP: Case Summary & 5 Unsecured Creditors
TRINITY COAL: Gets Final Approval to Pay Critical Vendors
TRINITY COAL: Members of Unsecured Creditors Committee

TRINITY COAL: Wants to Hire D.J. Geiger as Mining Consultant
UNI-PIXEL INC: Obtains $44 Million From Public Offering
UNIGENE LABORATORIES: VPC Closes Auction of Peptelligence Assets
UNIVERSAL HEALTH: Soneet Kapila Named Chapter 11 Trustee
WASHINGTON AVENUE: Case Summary & 3 Unsecured Creditors

WCI COMMUNITIES: Hires Banks for IPO Later This Year
WEST CORP: Files Preliminary Form S-1 Prospectus with SEC
WMG ACQUISITION: Moody's Rates Proposed Incremental Term Loan Ba3
YARWAY CORPORATION: Case Summary & Attorneys of Asbestos Claimants

* NY Top Court Takes Up Post-Judgment Policy Exclusion Bid

* Drop in Borrowing Squeezes Banks
* SEC Aims to Protect Investors from Fraud under New Law
* Hundreds in Chicago Using Bankruptcy Filings to Avoid Car Fines

* Moody's Says Risks Remain in Canadian Life Insurance Sector
* Small Hospitals Take Bulk of Rating Downgrades in 1st Quarter
* High-Cost Loans Seeing Tremendous Growth

* Carestream Bidding War Down to Just Two
* S&P Dealt a Setback in Connecticut Case over Credit Ratings

* Gordian Group Celebrating 25th Anniversary

* BOND PRICING -- For Week From April 22 to 26, 2013

                            *********

250 AZ: Squar Milner Approved to Audit Schedule of Rental Revenue
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona entered an
order early this month authorizing 250 AZ, LLC to employ Squar,
Milner, Peterson, Miranda & Williamson, LLP to audit the special
purpose schedule of adjusted rental revenue of the Debtor's Ohio
property known as the "Chiquita Center," located at 250 East Fifth
Street, Cincinnati, Ohio.

Squar Milner is also expected to report an objective opinion on
whether the schedule is presented fairly, in all material
respects, pursuant to the provisions of the ground lease dated
April 29, 1992.

Squar Milner will be charging the Debtor at the rates for
applicable staff from $80 to $550 per hour.  The estimated
professional fees for the audit are $8,000 to $9,500.

To the best of the Debtor's knowledge, Squar Milner has no
connection with any of the parties-in-interest or their respective
attorneys in the proceeding.

                         About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.

In its schedules, the Debtor disclosed $25 million in assets and
$70.8 million in liabilities.  250 AZ owns an 84.70818% tenant in
common interest in a 29-story office building located at 250 East
Fifth Street, in Cincinnati, Ohio.

Breen Olson & Trenton, LLP, serves as counsel to the Debtor.

The U.S. Trustee advised the Court that an official committee of
unsecured creditors has not been appointed because an insufficient
number of persons holding unsecured claims against the company
have expressed interest in serving on a committee.


250 AZ: Taps Keller Barrett to Prosecute Valuation Complaint
------------------------------------------------------------
250 AZ, LLC, last month sought permission from the U.S. Bankruptcy
Court for the District of Arizona to employ the law firm Keller,
Barrett & Higgins, LLC to file and prosecute a complaint against
Hamilton County Board of Revision for 2012, regarding the
valuation of the property -- Chiquita Center, 250 E. Fifth St.,
Cincinnati, Ohio -- for the year ended Dec. 31, 2012.

KBH Law will, among other things:

   a. give the Debtor legal advice with respect to its powers and
      duties as plaintiff in the litigation;

   b. negotiate with opposing counsel and parties regarding the
      issues central to the complaint; and

   c. prepare on behalf of your applicant, necessary pleadings,
      replies, motions, discovery, and other necessary documents
      to further the applicant's interest in the litigation.

KBH Law will be charging the Debtor for services at the rates for
applicable staff from $119 - $215 per hour.  KBH Law is requesting
an initial retainer of $1,500 to commence with the action.

To the best of the Debtor's knowledge, KBH Law represents no
interest adverse to the Debtor, or to the estate, in the matters
upon which it is to be engaged.

                         About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.

In its schedules, the Debtor disclosed $25 million in assets and
$70.8 million in liabilities.  250 AZ owns an 84.70818% tenant in
common interest in a 29-story office building located at 250 East
Fifth Street, in Cincinnati, Ohio.

Breen Olson & Trenton, LLP, serves as counsel to the Debtor.

The U.S. Trustee advised the Court that an official committee of
unsecured creditors has not been appointed because an insufficient
number of persons holding unsecured claims against the company
have expressed interest in serving on a committee.


AEROGROW INTERNATIONAL: Obtains $4 Million Investment From SMG
--------------------------------------------------------------
AeroGrow International, Inc., announced a definitive agreement for
a strategic alliance with a concurrent $4 million capital
investment and $0.5 million asset purchase by SMG Growing Media,
Inc., a subsidiary of The Scotts Miracle-Gro Company.  The Scotts
Miracle-Gro Company, through its wholly-owned subsidiaries, is the
world's largest marketer of branded consumer products for lawn and
garden care, with nearly $3 billion in annual worldwide sales.

In addition to a significant working capital infusion from Scotts,
the agreement affords AeroGrow the use of the globally recognized
and highly trusted Miracle-Gro brand name.  The strategic alliance
also gives Scotts an entry into the burgeoning indoor gardening
market, while providing AeroGrow a broad base of support in
marketing, distribution, supply chain logistics, R&D, and
sourcing.

"The signing of this strategic alliance between AeroGrow and
Scotts represents a transformational opportunity for our company,
bringing us significant long-term growth potential," said Mike
Wolfe, president and chief executive officer of AeroGrow.  "The
investment by Scotts, combined with the addition of the Miracle-
Gro brand to the AeroGarden line and access to Scotts' retail
distribution capabilities, delivers AeroGrow immediate access to
millions of new consumers.  In addition, we'll look to rapidly add
new products and new technologies to our line of innovative indoor
gardens, giving us the opportunity to add significant value for
our shareholders."

Under the agreement, a Scotts affiliate has acquired the
intellectual property associated with AeroGrow's products.
AeroGardens are all-in-one, indoor gardening appliances that make
advanced growing technology simple for anyone.  Consumers use it
to grow year-round fresh herbs, vegetables, flowers, salad greens
and more - with accessories that create innovative seed starting
systems that complement Scotts' outdoor gardening business.

"We intend to apply Scotts' proven expertise in consumer brand
management in the garden category to help build the AeroGarden
products," said Jim Gimeson, senior vice president and general
manager of Gardens at The Scotts Miracle-Gro Company.  "We see
long-term opportunity in using AeroGrow's technology to grow the
indoor gardening category, as well as in expanding the 'seed pod'
technology outdoors.  In addition, we see an opportunity for these
products to perform well in international markets where indoor
plants are very popular with consumers."

AeroGrow to Host Investor Conference Call on Friday, April 26,
2013, to Discuss Strategic Alliance.

The conference call is scheduled for 12:00 PM (noon) ET. To
participate in the call, please dial

U.S. (Toll Free):   1 (877) 317-6789
Canada (Toll Free): 1 (866) 605-3852
International:      1 (412) 317-6789

A replay of the call will be available within 6 hours of
completion.  Investors will be able to access it for the following
90 days through the AeroGrow Web site at
www.aerogrow.com/investors or by phone until May 26, 2013.  To
access the replay by phone, please dial:

U.S. and Canada:   1 (877) 870-5175
International:     1 (858) 384-5517
Conference Number: 10028181

As a condition to the Securities Purchase Agreement, the Investor
is entitled to appoint one member to the Board while the Warrant
remains outstanding.  Pursuant to provision, the Investor has
appointed Chris J. Hagedorn to the Company's Board effective as of
April 22, 2013.  Mr. Hagedorn is an employee of The Scotts Company
LLC, a wholly owned subsidiary of The Scotts Miracle-Gro Company.
There are no other transactions between Mr. Hagedorn and the
Company that would be required to be reported under Item 404(a) of
Regulation S-K.  Mr. Hagedorn will serve on two Board committees:
the Audit Committee and the Governance, Compensation and
Nominating Committee and will receive no compensation for his
service as a director, but he will be reimbursed for expenses
attributable to his Board and Committee membership.

Effective as of April 22, 2013, and as required by the Securities
Purchase Agreement, the Board of Directors amended the Bylaws to
require that the Board consist of five directors, mandate that the
holder of the Series B Preferred Stock be entitled to appoint one
member of the Board, require that the Series B Director serve on
all committees of the Board, and require that the Company's Bylaws
not be amended without the approval of the Series B Director.

A copy of the Form 8-K as filed with the SEC is available at:

                         http://is.gd/V0zid1

                           About AeroGrow

Boulder, Colo.-based AeroGrow International, Inc., is a developer,
marketer, direct-seller, and wholesaler of advanced indoor garden
systems designed for consumer use and priced to appeal to the
gardening, cooking, and healthy eating, and home and office decor
markets.

The Company reported a net loss of $3.55 million for the year
ended March 31, 2012, a net loss of $7.92 million for the year
ended March 31, 2011, and a net loss of $6.33 million for the year
ended March 31, 2010.  The Company's balance sheet at Dec. 31,
2012, showed $4.13 million in total assets, $4.31 million in total
liabilities and a $185,890 total stockholders' deficit.


AES CORP: Proposed $500MM Sr. Notes Offer Gets Moody's Ba3 Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the AES
Corporation's planned $500 million senior unsecured note offering,
proceeds from which will be used to refinance upcoming debt
maturities. Concurrent with this rating assignment, Moody's
affirmed the Ba1 rating on AES' existing senior secured revolver
and assigned a Ba1 to the amended senior secured term loan,
affirmed the Corporate Family Rating (CFR), and senior unsecured
debt rating at Ba3, Probability of Default Rating (PDR) at
Ba3-PD, and affirmed the B2 subordinated debt rating. The SGL-2
speculative grade liquidity rating is unchanged. The rating
outlook for AES is stable.

Ratings Rationale:

AES' Ba3 CFR reflects the company's leverage profile and the
structural subordination of its recourse debt to the significant
amount of non-recourse debt in its consolidated capital structure
at the operating subsidiary level. Structural constraints are
somewhat mitigated by the diversification provided by AES' large
number of subsidiaries, their wide geographic distribution and
balanced fuel mix, and the significant proportion of the
subsidiaries' cash flows that are subject to stable regulation or
long-term contracts.

The rating also takes into consideration headwinds the company
faces in restructuring its Ohio-based utility business offset in
part by a reduction in AES' recourse debt. The acquisition of DPL,
Inc. (DPL: Ba1 senior unsecured, under review for possible
downgrade) completed in-late 2011, the parent company of The
Dayton Power and Light Company (DP&L: Baa2 Issuer Rating, under
review for possible downgrade), was expected to improve AES'
consolidated financial performance and reduce its overall business
risk profile. While certain aspects of overall business risk has
occurred, the financial contribution anticipated from the
acquisition has not materialized as the business has encountered
significant headwinds. Greater-than-anticipated customer shopping
within DP&L's service territory has pressured consolidated
operating margins and cash flows. DP&L has filed with its
regulators an electric security plan or ESP that, if approved as
filed, would provide some financial cushion while the utility
transitions to market-based pricing; however, incremental margin
compression is expected.

AES has announced steps to strengthen DPL's balance sheet through
a multi-year deleveraging and refinancing program. Over the next
couple of years, essentially all cash generated within the DPL
family will be used for debt reduction. Previously, Moody's had
anticipated DPL would provide AES a dividend stream in the range
of $150-200 million annually.

That said, AES' diversified business model and on-going debt
reduction efforts support the assigned ratings at their current
levels.

AES has successfully reduced recourse debt with proceeds from
assets sales and internal cash flow. In 2012, AES repaid $530
million of senior secured borrowings and will reduce unsecured
debt on a net basis by $300 million during the second quarter of
2013. As such, AES' recourse debt levels will have been reduced to
approximately $5.7 billion or 12% less than the approximate $6.5
billion outstanding at year-end 2011.

AES' strategy has shifted away from portfolio development and more
toward portfolio rationalization and cost control. Moody's views
this strategy positively from a credit perspective due to the
expected realization of incremental cash flow and the shedding of
less strategic assets. AES is committed to exiting markets where
the company does not have either a competitive advantage or strong
platform for expansion. This philosophy has resulted in AES
selling its ownership in gas-fired assets in Spain, generating
assets in China, wind assets in France, telecom assets in Brazil
and electric utility distribution assets in the Ukraine. Net
proceeds from asset sales that have closed or are expected to
close over the next several weeks is approximately $1 billion.
Moody's anticipates additional asset sales over the next 12-18
months with proceeds used in part to potentially further
deleverage AES' parent balance sheet.

Moody's had anticipated distributions from DPL to increase the
scale of steady and predictable cash flows to AES and drive a
slight improvement in key financial metrics. Specifically, Moody's
had anticipated AES would achieve adjusted parent operating cash
flows (POCF, which is subsidiary distributions to AES net of
parent level interest expense, overhead expenses and income taxes)
to parent level debt in excess of 10% and the ratio of POCF plus
parent level interest to parent level interest of at least 2.4
times in each of 2013 and 2014. Given the announced cash flow
reduction from DPL, offset in part by parent debt reduction
targets previously not envisioned, these metrics are expected to
range between 8-10% and approximately 2 times during this
timeframe weakening the company's position within in the Ba3
rating category.

AES still has significant financial flexibility due to the breadth
and diversity of its operating subsidiaries as it works toward
improving the financial performance of DPL. Specifically, at AES
parent, Moody's anticipates the company will generate substantial
free cash flow (after the payment of all parent obligations and
its common dividend) in each of 2013 and 2014.

AES' liquidity remains good and its speculative grade liquidity
rating of SGL-2 reflects good liquidity prospects for the next
twelve months based upon internal holding company cash flow
generation, access to external facilities and ample covenant
headroom under the company's credit facilities. AES has almost
full availability under its $800 million revolving credit facility
due January 2015.

AES stable rating outlook reflects Moody's expectations the
company will continue to implement its asset rationalization
program over the next few years which will serve to buttress the
near-term reduction in contributions from DPL. The stable rating
further factors Moody's belief that a reasonable transition to
market rates will ultimately surface as the regulatory plan in
Ohio.

In light of the expected declined in POCF to the 8-10% range and
the challenges AES faces in Ohio, limited near-term prospects
exist for AES' ratings to increase.

AES' ratings could face downward pressure if the parent level
financial metrics of POCF to debt falls below 8% for an extended
period.

Issuer: AES Corp

Ratings Affirmed:

Corporate Family Rating, Ba3

Senior Unsecured Rating, Ba3

Probability of Default Rating, Ba3-PD

Senior Secured Rating, Ba1

Trust Preferred Securities, B2

Ratings Assigned:

$500 million Senior Unsecured Notes, assigned Ba3, LGD4, 57%

$805 million amended Senior Secured Term Loan, assigned Ba1, LGD2,
16%

Senior unsecured shelf registration, assigned (P)Ba3

Trust preferred shelf registration, assigned (P)B2

LGD Point Estimate Changes

Senior Secured Credit Facilities, to LGD2, 16% from LGD2, 17%

Senior Unsecured Regular Bond/Debenture, to LGD4, 57% from LGD4,
55%

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


ALTISOURCE SOLUTIONS: Moody's Affirms B1 CFR After Loan Upsize
--------------------------------------------------------------
Moody's Investors Service affirmed Altisource Solutions S.a r.l.'s
B1 Corporate Family Rating and its B1 rating on its senior secured
term loan following the company's announcement of its plan to
increase the loan to $400 million from $200 million. The outlook
for the ratings is stable.

Ratings Rationale:

The B1 ratings are largely driven by the company's high reliance
on Ocwen (B1/STA). Altisource was spun off from Ocwen in 2009 and
currently derives approximately 60% of the overall revenue from
Ocwen. In addition, Altisource, with $568 million of revenues
(full year 2012), is relatively small compared to its mortgage
business service company peers, LPS and CoreLogic with
approximately $2.0 billion and $1.5 billion in annual revenue,
respectively. Excluding Ocwen, the company generates approximately
$220 million in annual revenues, making the company far smaller
than its mortgage business service company peers.

The company benefits from its low leverage, strong cashflow, and
solid earnings, which compares favorably to other B1 peers. In
addition, the company has several promising new business
opportunities, in particular in origination services through its
Lenders One and Ocwen relationships as well as in residential
property management for Altisource Residential Corporation.

In addition to benefiting from Ocwen's growth, the company's
growth strategy is focused on increasing revenue from property
management and origination related services. The $200 million of
loan proceeds are expected to be used to: (i) fund the remaining
$48.8 million balance of the Residential Capital, LLC's fee- based
business acquired from Ocwen (ii) fund other acquisitions, and
(iii) general corporate purposes including share buy-backs.

The stable rating outlook reflects Moody's expectation that
Altisource's revenues will increase significantly over the next
year largely as a result of Ocwen's growth. However, this will
result in Altisource being further reliant on Ocwen for revenue.

Upgrades in Ocwen's ratings could create upward rating pressure
for Altisource. In addition, a significant reduction in
Altisource's reliance on Ocwen while maintaining its current level
of financial performance, including operating margins in excess of
25%, free cashflow to debt in excess of 15% and debt to EBITDA
below 2.5x would be viewed positively.

Downgrades in Ocwen's ratings or the loss of Ocwen's contract
could create downward rating pressure. In addition, the ratings
could be downgraded if the company's financial performance
materially deteriorates for an extended period of time, including
a decline in service revenue below $350 million, operating margins
below 15%, or free cashflow to debt below 5%. In addition, debt to
EBITDA above 3.5x would be viewed negatively.

Altisource is a business services company providing services to
the real estate, mortgage, asset recovery and financial services
market.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.


AMARU INC: Former Accountant Withdraws Audit Report for 2011
------------------------------------------------------------
WilsonMorgan, LLP., Amaru, Inc.'s previous independent registered
public accounting firm who issued the audit report for the
Company's fiscal year ended Dec. 31, 2011, notified the Board of
Directors of the Company that they were withdrawing their audit
report for the fiscal year ended Dec. 31, 2011, and that said
audit report should no longer be relied upon.  The reasons for the
withdrawal of said audit report were provided by WM in its letter
dated as of April 18, 2013, to the Company.

WM stated that when they were contacted in March 2013 by Wei Wei &
Co., LLP, the Company's current independent registered public
accounting firm, in connection with the audit of the financial
statements for the fiscal year ended Dec. 31, 2012, to review
certain workpapers from the audit of the 2011 Financial Statements
and to obtain their consent for the inclusion of the 2011
Financial Statements in the Company's annual report on Form 10-K,
WM discovered that significant workpapers for the audit of the
2011 Financial Statements were missing from their audit file.  WM
also informed the Company that they discovered that there was not
a second partner, or "concurring" review, of the audit prior to
the issuance of the audit report.

The new audit of the fiscal year ended Dec. 31, 2011, will be
performed by Wei Wei & Co., LLP.  WM agreed to cover the full cost
of that audit, including, any other related filing, legal and
other fees and expenses.  The Company will file an amended Form
10-K for the fiscal year 2011 and any amended quarterly reports as
may be required.

                          About Amaru Inc.

Singapore-based Amaru, Inc., a Nevada corporation, is in the
business of broadband entertainment-on-demand, streaming via
computers, television sets, PDAs (Personal Digital Assistant) and
the provision of broadband services.  The Company's business
includes channel and program sponsorship (advertising and
branding); online subscriptions, channel/portal development
(digital programming services); content aggregation and
syndication, broadband consulting services, broadband hosting and
streaming services and E-commerce.

After auditing the 2011 results, Wilson Morgan, LLP, in Irvine,
California, noted that the Company has sustained accumulated
losses from operations totalling $40.7 million at Dec. 31, 2011.
This condition and the Company's lack of significant revenue,
raise substantial doubt about the Company's ability to continue as
going concern, the auditors said.

Amaru reported a net loss from operations of $1.37 million in
2011, compared with a net loss from operations of $1.50 million in
2010.  The Company's balance sheet at Sept. 30, 2012, showed $3.28
million in total assets, $3.08 million in total liabilities and
$195,261 in total stockholders' equity.


AMBAC FINANCIAL: Keeping Mum on End of Board Nominee Crony Dispute
------------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that an Ambac
Financial Group Inc. board nominee who was accused of trying to
score a top position at the company for an unqualified friend will
not serve on the board, but the details of the resolution are
being kept under wraps.

According to the report, the bond insurer urged a bankruptcy judge
to remove investment strategist Charles Lemonides' name from
consideration as a board of directors nominee in March, saying he
pushed for an unqualified friend to become the company's chief
investment officer.

                       About Ambac Financial

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Parent Seeks $3.25B Financing to Pad Ch.11 Exit
------------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that AMR Corp. on
Thursday asked a New York bankruptcy judge to sign off on $3.25
billion in exit financing that would be secured by American
Airlines Inc.'s assets in its Latin American travel routes and
provide extra liquidity for its eventual emergence from
bankruptcy.

According to the report, the airline, which expects to consummate
its recently approved $11 billion merger with U.S. Airways Group
Inc. by the end of August, said in a court filing that the
additional financing will allow it to ensure successful operations
once it exits Chapter 11.

                     About American Airlines

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

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

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

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

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


AMERICAN AIRLINES: Could Face $18MM in Boarding Pass Patent Claims
------------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that AMR Corp. may be
forced to battle $17.7 million in patent infringement claims after
a Texas-based company asked a New York bankruptcy judge Wednesday
for permission to sue the airline over its alleged infringement of
electronic boarding pass patents.

According to the report, Aeritas LLC, which has launched similar
litigation against several other airlines, claims American
Airlines Inc. and other AMR subsidiaries have repeatedly infringed
two patents both before it entered bankruptcy and throughout the
Chapter 11 process through the use of its wireless e-commerce
transactions.

                     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 INT'L GROUP: NY Seeks to Press Trial of Former Chief
-------------------------------------------------------------
Michael J. De La Merced, writing for The New York Times' DealBook,
reported that to pursue its civil fraud case against the American
International Group's former chief executive, Maurice R.
Greenberg, the New York attorney general's office is taking an
unusual step.

According to the DealBook report, the New York Attorney General is
giving up the right to contest Mr. Greenberg's $115 million
settlement of a separate class-action lawsuit -- and the right to
win up to $6 billion worth of cash damages in its own legal action
-- to help expedite a trial that would put the former A.I.G.
executive on the stand.

In a letter to a state court judge sent on Thursday, the office of
the attorney general, Eric T. Schneiderman, wrote that it would
continue to seek punishments against Mr. Greenberg, including a
ban from the securities industry and a ban on serving as a
director or officer of a publicly traded company, the DealBook
report related.

While applauding Mr. Schneiderman's decision to drop claims of
cash damages, a lawyer for Mr. Greenberg criticized the effort to
bring the case to trial, the report said.

"Mr. Greenberg, in his role as 'control person' at A.I.G., has
already voluntarily stipulated with the S.E.C. to broader
injunctive relief than the New York attorney general could obtain
in any event," the lawyer, David Boies, said in a statement, the
DealBook cited. "This case is over. Someone should put it out of
its misery."

The move is meant to finally bring the eight-year-old case against
Mr. Greenberg and a former A.I.G. chief financial officer, Howard
Smith, to trial, according to the DealBook. The legal battle,
rooted in accusations that the insurer committed accounting fraud
that led to a $3.9 billion restatement in 2005, has been carried
out by Mr. Schneiderman and two of his predecessors: Eliot L.
Spitzer and Andrew Cuomo.


ANJASH LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: AnjAsh, LLC
          dba Comfort Inn South
        4624 Fairlane Drive
        Kingsport, TN 37663

Bankruptcy Case No.: 13-50744

Chapter 11 Petition Date: April 23, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Dean Greer, Esq.
                  DEAN GREER & ASSOCIATES
                  2809 East Center Street
                  P.O. Box 3708
                  Kingsport, TN 37664
                  Tel: (423) 246-1988
                  E-mail: bankruptcy@deangreer.com

Scheduled Assets: $1,990,938

Scheduled Liabilities: $2,786,333

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/tneb13-50744.pdf

The petition was signed by Mayuri Patel, controlling member.


API TECHNOLOGIES: Sells Sensors Business for $51 Million
--------------------------------------------------------
API Technologies Corp. announced the sale of its Sensors Products
business to Measurement Specialties, Inc., in a $51.4 million all-
cash transaction.  Net cash proceeds from the transaction will be
used to pay down debt.

Sensors, which includes thermal, position, and inertial sensor
products, accounted for $26.2 million of API Technologies' revenue
in fiscal year 2012.

"This tax-efficient sale of our Sensors business allows API to
significantly delever its balance sheet, dedicate resources to
growing our core business, and solidify our position as a leading
provider of high reliability solutions, with a focus on
RF/microwave and microelectronics technologies," said Bel Lazar,
president and chief executive officer of APITechnologies Corp.
"Measurement Specialties is a leader in sensors and sensor-based
electronic devices and serves as a great partner for this
transition and Sensors' customers in the future."

The Sensors sale is part of API's previously announced strategic
review process.  The strategic review process is ongoing and the
Company does not intend to discuss or disclose further
developments with respect to the Board's process unless and until
the Board has approved a specific course of action.

Jefferies LLC acted as financial advisor to API Technologies in
connection with the transaction.

API Technologies also filed unaudited pro forma condensed
consolidated financial statements as of Feb. 28, 2013, a copy of
which is available for free at http://is.gd/sNABU7

                   About API Technologies Corp.

API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications.  API
Technologies' customers include many leading Fortune 500
companies.  API Technologies trades on the NASDAQ under the symbol
ATNY.  For further information, please visit the Company Web site
at www.apitech.com.

For the 12 months ended Nov. 30, 2012, the Company reported a net
loss of $148.70 million, as compared with a net loss of $17.32
million during the prior year.

The Company's balance sheet at Feb. 28, 2013, showed $ 381.70
million in total assets, $232.94 million in total liabilities,
$25.23 million in preferred stock, and $123.52 million in
shareholders' equity.

                           *     *     *

As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies Corp., including its
Caa1 Corporate Family Rating and negative outlook due to the
repayment of all rated debt.  On Feb. 6, 2013, API Technologies
Corp. completed a refinancing of its previously outstanding rated
bank debt.  All ratings of API have been withdrawn since the
company has no rated debt outstanding.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies Corp. to 'B-' from 'B'.

"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.


ARCAPITA BANK: Gets OK to Solicit Creditors' Votes for Plan
-----------------------------------------------------------
A bankruptcy judge in New York on Friday entered an order
approving the disclosure statmenet explaining the Chapter 11 plan
of reorganization plan of Arcapita Bank B.S.C., et al.  As a
result, the Debtors can now begin soliciting votes on the Plan.

As ordered by the Court, the Debtors will mail or cause to be
mailed (and in addition may e-mail) the solicitation package not
later than May 2, 2013.

GCG, Inc. will tabulate the Ballots and certify to the Court the
results of the balloting by June 3, 2013 at 4:00 p.m.  To be
counted, all Ballots must be properly executed, completed and
delivered to GCG so that the ballots are actually received on or
before May 30, at 12:00 p.m., unless extended by the Debtors.

A hearing will be held before the Bankruptcy Court on June 11,
2013, at 11:00 a.m., to consider confirmation of the Plan.

Arcapita Bank B.S.C.(c), et al., filed on April 25, 2013, a Second
Amended Disclosure Statement.  There were no changes made as to
the treatment of the various claims against and interests in the
Debtors.  A copy of the Second Amended Disclosure Statement is
available at: http://bankrupt.com/misc/arcapta.doc1038.pdf

A blacklined copy of the Second Amended Disclosure Statement,
which is marked to show changes from the First Amended Disclosure
Statement, which was filed on April 16, 2013, is available at:

          http://bankrupt.com/misc/arcapita.doc1039.pdf

The Debtors also filed an amended Exhibit L ("Syndication
Companies and Reorganized Arcapita Settlement Term Sheet") to the
Second Amended Disclosure Statement, which replaces the Exhibit L
that was attached to the Second Amended Disclosure Statement in
its entirety.   A copy of the Amended Exhibit L is available at:

          http://bankrupt.com/misc/arcapita.doc1041.pdf

                        About Arcapita Bank

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

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

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

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

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

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

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

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

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


ARCAPITA BANK: Exclusivity Extended to Confirmation Hearing
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Friday the motion of Arcapita Bank B.S.C.(c), et al.'s
motion for an order further extending the Debtors' Exclusive
Solicitation Period through the conclusion of the hearing to
consider confirmation of the Plan as the same may be adjourned
from time to time.

However, if (a) at or prior to the Confirmation Hearing, the Court
determines that re-solicitation of the Plan is required, and (b)
either (i) the modification to the Plan which requires re-
solicitation was proposed by the Committee and such modification
was made prior to the Confirmation Hearing, or (ii) the Committee
consents to the further extension of the Exclusive Solicitation
Period (as set forth in the following clause), then the Exclusive
Solicitation Period will be further extended through the
conclusion of the confirmation hearing with respect to the Plan
that is subject of the re-solicitation.

                        About Arcapita Bank

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

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

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

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

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

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

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

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

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


ASARCO LLC: Says It Didn't Waive Cemex Claim in $19MM Cleanup Row
-----------------------------------------------------------------
Jeremy Heallen of BankruptcyLaw360 reported that Asarco LLC told a
Texas federal court Monday that it preserved in bankruptcy court
its right to pursue litigation against Cemex Inc. for its share of
$19 million in environmental cleanup costs associated with a
Superfund site that both companies allegedly polluted.

According to the report, in its response to Cemex's motion for
summary judgment, Asarco urged U.S. District Judge Philip R.
Martinez not to dismiss the case, arguing on a Fifth Circuit
requirement that a debtor's bankruptcy plan contain a "specific
and unequivocal" reservation of a cause of action.

                          About Asarco LLC

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

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

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


ATARI INC: US Trustee Takes Issue With Exec Bonuses
---------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that the U.S.
Trustee's Office objected Thursday to bankrupt video game pioneer
Atari Inc.'s plan to pay bonuses to three executives and six other
employees, arguing the terms aren't sufficiently spelled out in
the public record and expressing concern that the payouts are
really intended as retention deals.

According to the report, Atari Inc., the U.S. branch of French
firm Atari SA that is also going through bankruptcy proceedings in
Europe, filed a motion in the U.S. Bankruptcy Court for the
Southern District of New York in March asking to approve bonus
payments for its executives.

                           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.


BEACON ENTERPRISE: Charles Glasgow Held 10.6% Stake at April 12
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Charles W. Glasgow and Jean L. Glasgow disclosed that,
as of April 12, 2013, they beneficially owned 4,000,000 shares of
common stock of Beacon Enterprise Solutions Group Inc.
representing 10.63% of the shares outstanding.  A copy of the
regulatory filing is available at http://is.gd/Nid5CI

                      About Beacon Enterprise

Beacon Enterprise Solutions Group, Inc., headquartered in
Louisville, Ky., provides international telecommunications and
information technology systems (ITS) infrastructure services,
encompassing a comprehensive suite of consulting, design,
installation, and infrastructure management offerings.  Beacon's
portfolio of infrastructure services spans all professional and
construction requirements for design, build and management of
telecommunications, network and technology systems infrastructure.
Professional services offered include consulting, engineering,
program management, project management, construction services and
infrastructure management services.  Beacon offers these services
under either a comprehensive contract option or unbundled to the
Company's global and regional clients.

The Company's balance sheet at June 30, 2012, showed $7.3 million
in total assets, $8.8 million in total liabilities, and a
stockholders' deficit of $1.5 million.

For the nine months ended June 30, 2012, the Company generated a
net loss of $5.9 million, which included a non-cash impairment of
intangible assets of $2.1 million and other non-cash expenses
aggregating $1.9 million.  Cash used in operations amounted to
$1.0 million for the nine months ended June 30, 2012.  As of June
30, 2012, the Company's accumulated deficit amounted to $42.6
million, with cash and cash equivalents of $75,000 and a working
capital deficit of $4.9 million.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in its quarterly report for the
period ended June 30, 2012.


BONAIR LINEN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Bonair Linen LLC
        5215 South Tacoma Way
        Tacoma, WA 98409

Bankruptcy Case No.: 13-42733

Chapter 11 Petition Date: April 24, 2013

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Brian D. Lynch

Debtor's Counsel: Steven R. Levy, Esq.
                  3700 Pacific Hwy E Ste 406
                  Fife, WA 98424
                  Tel: (253) 926-1494
                  E-mail: stevenlevy2@cs.com

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

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

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/wawb13-42733.pdf

The petition was signed by Bonnie F. Fiorini, owner.


BOREAL WATER: Amends 2012 Annual Report
---------------------------------------
Boreal Water Collection, Inc., has amended its annual report on
Form 10-K for the sole purpose of furnishing the Interactive Data
File as Exhibit 101 in accordance with Rule 405 of Regulation S-T.
A copy of the Amended Annual Report is available at:

                        http://is.gd/qLZmq3

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

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

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

In the auditors's report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Patrick Rodgers, CPA,
PA, in Altamonte Springs, Florida, expressed substantial doubt
about Boreal Water's ability to continue as a going concern.  Mr.
Rodgers noted that the Company has a minimum cash balance
available for payment of ongoing operating expenses, has
experienced losses operations since inception, and it does not
have a source of revenue sufficient to cover its operating costs.


BUNDY CANYON: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: Bundy Canyon Land Development, LLC
                28475 Old Town Front Street #D
                Temecula, CA 92590

Case Number: 13-13491

Involuntary Chapter 11 Petition Date: April 24, 2013

Court: District of Nevada (Las Vegas)

Judge: Bruce T. Beesley

Bundy Canyon's petitioners:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Todd Hansen              debt on promissory     $100,000
2801 Fairview, Ste W     note
Greenwood, IN 46142

Margaret Cangelosi       debt on promissory     $60,000
5860 Lausanne Drive      note
Reno, NV 89511

Daniel Newman            debt on promissory     $90,000
125 Elysian Drive        note
Sedona, AZ 86336


CAESARS ENTERTAINMENT: Loan Trades at 9% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market
at 91 cents-on-the-dollar during the week ended Friday, April 26,
2013, an decrease of 1.45 percentage points from the previous
week according to data compiled by LSTA/Thomson Reuters
MTM Pricing and reported in The Wall Street Journal.  The Company
pays 525 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Jan. 1, 2018, and carries
Moody's 'B3' rating and Standard & Poor's 'B' rating.  The
loan is one of the biggest gainers and losers for the week ended
April 26 among 219 widely quoted syndicated loans with five or
more bids in secondary trading.

                    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.


CENTRAL EUROPEAN: ING Otwarty No Longer Owner as of April 19
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, ING Otwarty Fundusz EmeryTalny represented by
ING Powszechne Towarzystwo Emerytalne S.A. disclosed that, as of
April 19, 2013, it does not beneficially owned shares of common
stock of Central European Distribution Corporation.  ING Otwarty
previously reported beneficial ownership of 5,309,203 common
shares or a 6.51% equity stake as of Dec. 31, 2012.  A copy of the
amended regulatory filing is available at http://is.gd/F6yjkJ

                            About CEDC

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

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

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


CHRYSLER GROUP: Fiat, UAW Trust Offer Differing Prices
------------------------------------------------------
Sharon Terlep, Christina Rogers and Eyk Henning, writing for The
Wall Street Journal, reported that Italian auto maker Fiat SpA is
working on a plan to buy full control of Chrysler Group LLC and
then launch a U.S. share offering of the combined company to
replenish its balance sheet, people familiar with the matter said.

According to the WSJ report, Fiat is discussing financing with a
group of investment banks including J.P. Morgan Chase & Co., Bank
of America Merrill Lynch and Deutsche Bank AG to help purchase the
41.5% of Chrysler now owned by a UAW Retiree Medical Benefits
Trust to pay for medical costs.

WSJ said the trust's shares are worth between $1.75 billion and
$4.27 billion, based on Fiat and trust calculations. The two are
wrangling in court over a price for a portion of the trust's
stake. A hearing on the matter is scheduled for Thursday before a
state court in Delaware.

Merging Chrysler and Fiat would be a big step toward completing
Chief Executive Sergio Marchionne vision for Fiat when he took the
helm at the company nearly a decade ago, and of the U.S.
government's 2009 effort to save Chrysler by ushering it into
bankruptcy and giving control of the company to Fiat, the WSJ
report noted. A U.S. IPO would mark Chrysler's return to the
public markets since it went private in 2007.

Philippe Houchois, a London-based analyst at UBS, told WSJ listing
the combined companies in the U.S. would make sense. "You create a
business that on a pro forma basis looks more like Ford [Motor
Co.], than Renault-Nissan [alliance]," Mr. Houchois said. "If you
look at the structure now, you've got a good child with a problem
parent, so it's potentially life-threatening," he added. "If you
flip it around and Fiat becomes a division of Chrysler, it becomes
easier to deal with."


COLLEGE BOOK: Cash Collateral Hearing Scheduled for April 30
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
will convene a hearing on April 30, 2013, at 10 a.m. consider
College Book Rental Company, LLC's continued use of cash
collateral.  The Hon. Marian F. Harrison has already entered five
interim agreed orders allowing the Debtor to use cash collateral.

                        About College Book

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

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

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


COMMUNITY HOME: April 30 Hearing on Creditors Bid vs. Cash Use
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
reset to April 30, 2013, at 1:30 p.m., the hearing to consider a
motion by creditors Edwards Family Partnership, LP, and Beher
Holdings Trust to prohibit Community Home Financial Services, Inc.
from using cash collateral.  The bankruptcy judge previously
entered interim orders authorizing the Debtor to use cash
collateral of EFP and BHT, subject to the Debtor making adequate
protection payments.

                  About Community Home Financial

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor, in an
amended schedule, disclosed $46,285,699 in assets and $30,271,339
in liabilities as of the Chapter 11 filing.  Judge Edward
Ellington presides over the case.

Derek A. Henderson, Esq., at Derek A. Henderson Law Office, in
Jackson, Mississippi; Jonathan Bissette Esq., at Wells Marble &
Hurst, PLLC, in Jackson, Mississippi; and Roy H. Liddell, Esq., at
Wells Marble & Hurst, PLLC, in Ridgeland, Mississippi, represent
the Debtor as counsel.


DEX MEDIA WEST: 2014 Loan Trades at 23% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 76.75 cents-on-
the-dollar during the week ended Friday, April 26, 2013, an
increase of 0.29 percentage points from the previous week
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  The Company pays 450 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Oct. 24, 2014.  The loan is one of the biggest gainers
and losers for the week ended April 26, among 219 widely quoted
syndicated loans with five or more bids in secondary trading.

                          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 and 19 of its affiliates, including Dex Media East
LLC, Dex Media West LLC and Dex Media Inc., sought Chapter 11
protection (Bank. D. Del. Case No. 09-11833 through 09-11852)
on May 28, 2009.  They emerged from bankruptcy on Jan. 29, 2010.
On the Effective Date and in connection with its emergence from
Chapter 11, RHD was renamed Dex One Corporation.

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.


DOUGLAS COUNTY BANK: Closed; Hamilton State Bank Assumes Deposits
-----------------------------------------------------------------
Douglas County Bank of Douglasville, Georgia, was closed April 26,
2013, by the Georgia Department of Banking & Finance, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Hamilton State Bank, Hoschton, Georgia,
to assume all of the deposits of Douglas County Bank.

The four former branches of Douglas County Bank will reopen as
branches of Hamilton State Bank during their normal business
hours.  Depositors of Douglas County Bank will automatically
become depositors of Hamilton State Bank. Deposits will continue
to be insured by the FDIC, so there is no need for customers to
change their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of Douglas
County Bank should continue to use their current branch until they
receive notice from Hamilton State Bank that systems conversions
have been completed to allow full-service banking at all branches
of Hamilton State Bank.

As of December 31, 2012, Douglas County Bank had approximately
$316.5 million in total assets and $314.3 million in total
deposits.  Hamilton State Bank will pay the FDIC a premium of 0.5
percent to assume all of the deposits of Douglas County Bank. In
addition to assuming all of the deposits of the failed bank,
Hamilton State Bank agreed to purchase approximately $260.9
million of the failed bank's assets.  The FDIC will retain the
remaining assets for later disposition.

The FDIC and Hamilton State Bank entered into a loss-share
transaction on $159.2 million of Douglas County Bank's assets.
Hamilton State Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $86.4 million.  Compared to other alternatives,
Hamilton State Bank's acquisition was the least costly resolution
for the FDIC's DIF.  Douglas County Bank is the 10th FDIC-insured
institution to fail in the nation this year, and the second in
Georgia.  The last FDIC-insured institution closed in the state
was Frontier Bank, LaGrange, on March 8, 2013.


EASTMAN KODAK: Securities Fraud Suit Underdeveloped, Judge Says
---------------------------------------------------------------
Richard Vanderford of BankruptcyLaw360 reported that a federal
judge on Thursday threw out a putative investor class action
alleging Kodak's leadership hid plans to file for bankruptcy,
saying the claims are too weak to go forward.

According to the report, a few positive statements from Kodak CEO
Antonio M. Perez, combined with its hiring of a Jones Day
restructuring team, did not mean company brass recklessly misled
investors about its financial state as it listed toward
bankruptcy, U.S. District Judge Harold Baer Jr. said in a written
opinion.

                       About Eastman Kodak

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

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

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

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

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

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

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

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

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


EDISON MISSION: Wants to Hire Novack & Macey as Litigation Counsel
------------------------------------------------------------------
Edison Mission Energy asks the Bankruptcy Court for entry of an
order authorizing the employment and retention of Novack & Macey
LLP as special litigation counsel.

On March 31, 2004, EME, BNY Power Partners LLC, n/k/a Tyche Power
Partners LLC and JPMorgan Chase entered into an Escrow Agreement,
pursuant to which JPMorgan agreed to receive, hold, and dispose of
certain funds in accordance with the terms of the Escrow
Agreement.

EME believes that the Escrow Funds are property of its bankruptcy
estate, but JPMorgan refuses to turn over the Escrow Funds to EME.
Therefore, on April 12, 2013, EME commenced an adversary
proceeding against JPMorgan and Tyche.  The Debtors have
determined that it is necessary to retain special counsel to
represent EME in connection with the Adversary Proceeding due to a
conflict of interest relating to JPMorgan that prevents both K&E
and McDonald Hopkins from representing EME in the Adversary
Proceeding.

The Debtors have requested that Novack and Macey provide EME with
the following discrete legal services:

     a. Represent EME in all respects in the Adversary Proceeding;

     b. Defend against any related action or counter-claim
        commenced by JPMorgan or Tyche against EME;

     c. Represent EME's interests in negotiations concermng the
        Adversary Proceeding and any related litigation; and

     d. Prepare motions, applications, answers, orders, appeals,
        reports and papers necessary to prosecute the Adversary
        Proceeding or represent EME in related litigation.

Novack and Macey's hourly rates, subject to periodic firm-wide
adjustment in the ordinary course of Novack and Macey's practice,
are:

          Partners                   $425 to $700
          Associates                 $260 to $360
          Paraprofessionals          $170

To the best of the Debtors' knowledge, Novack and Macey is a
"disinterested person," as that phrase is defined in Bankruptcy
Code Sec. 101(14), as modified by Bankruptcy Code Sec. 1107(b),
and does not hold or represent an interest adverse to the estates.

                       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.


ELCOM HOTEL: Court to Decide on More Exclusivity Tomorrow
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on April 30, 2013, at 2:30 p.m. to consider
approval of Elcom Hotel & Spa LLC and Elcom Condominium LLC's
motion to extend their exclusive plan proposal periods.

The Debtors are requesting the Court to extend their plan filing
period until Sept. 2, 2013, and plan solicitation period until
Nov. 4.

The Debtors said they intend to propose a Plan that will include a
sale of substantially all of their assets.  But management is
still in the process of formulating the plan, well as formulating
the sales process and meeting with interested parties who seek to
purchase the property.

                         About Elcom Hotel

Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on
Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel estimated assets and liabilities of less than
$50 million. The Debtor owes OBH Funding, LLC, $1.8 million on
a mortgage and F9 Properties, LLC, formerly known as ANO, LLC,
$9 million on a mezzanine loan secured by a lien on the ownership
interests in the project's owner.  OBH Funding and ANO are owned
by Thomas D. Sullivan, the manager of the Debtors.

Attorneys at Kozyak Tropin & Throckmorton, P.A., serve as
bankruptcy counsel to the Debtor.  Duane Morris LLP is the special
litigation, real estate, and hospitality counsel.  Algon Capital,
LLC, d/b/a Algon Group's Troy Taylor is the Debtors' Chief
Restructuring Officer.

The United States Trustee has said it will not appoint an official
committee of unsecured creditors for Elcom Hotel pursuant to
11 U.S.C. Section 1102 until further notice.


ELITE PHARMACEUTICALS: Awarded Second Abuse Resistant Patent
------------------------------------------------------------
Elite Pharmaceuticals, Inc., announced the issuance of U.S. Patent
No. 8,425,933 entitled "Abuse-Resistant Oral Dosage Forms and
Method of Use Thereof" by the United States Patent and Trademark
Office.  This is the second issued U.S. patent covering Elite's
abuse resistant technology for opioid products.  Elite has
additional patents pending in the U.S., Canada and Europe.

"We are pleased to receive this second abuse resistant patent.
The recent guidances and actions by the FDA related to extended
release opioids and specifically oxycodone demonstrates the FDA
support for abuse resistant technologies.  Opioid products
incorporating abuse resistant technologies have become a public
health priority and these recent actions appear to be a major step
towards the FDA eventually requiring that all extended release
opioids utilize these technologies.  This validates our approach
and we believe substantially increases the value of our
intellectual property and the abuse resistant products in our
pipeline," said Jerry Treppel, Elite's Chairman and CEO.

                   About Elite Pharmaceuticals

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

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

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

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


ENERGY FUTURE: 2014 Loan Trades at 25% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 75.16 cents-on-the-dollar during the week
ended Friday, April 26, 2013, according to data compiled by
LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street
Journal.  This represents an increase of 0.66 percentage points
from the previous week, the Journal relates.  The loan matures on
October 10, 2014.  The Company pays 350 basis points above LIBOR
to borrow under the facility.  The loan is one of the biggest
gainers and losers for the week ended April 26, among 219 widely
quoted syndicated loans with five or more bids in secondary
trading.

                         About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

Energy Future incurred a net loss of $3.36 billion on $5.63
billion of operating revenues for 2012.  This follows net losses
of $1.91 billion in 2011 and $2.81 billion in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $40.97
billion in total assets, $51.89 billion in total liabilities and a
$10.92 billion total deficit.

The Company said in its Form 10-K for the year ended Dec. 31,
2012, "A breach of any of these covenants or restrictions could
result in an event of default under one or more of our debt
agreements at different entities within our capital structure,
including as a result of cross acceleration or default provisions.
Upon the occurrence of an event of default under one of these debt
agreements, our lenders or noteholders could elect to declare all
amounts outstanding under that debt agreement to be immediately
due and payable and/or terminate all commitments to extend further
credit.  Such actions by those lenders or noteholders could cause
cross defaults or accelerations under our other debt.  If we were
unable to repay those amounts, the lenders or noteholders could
proceed against any collateral granted to them to secure such
debt.  In the case of a default under debt that is guaranteed,
holders of such debt could also seek to enforce the guarantees.
If lenders or noteholders accelerate the repayment of all
borrowings, we would likely not have sufficient assets and funds
to repay those borrowings.  Such occurrence could result in EFH
Corp. and/or its applicable subsidiary going into bankruptcy,
liquidation or insolvency."


EXIDE TECHNOLOGIES: June 14 Lead Plaintiff Deadline Set
-------------------------------------------------------
Pomerantz Grossman Hufford Dahlstrom & Gross LLP on April 26
disclosed that it has filed a class action lawsuit against Exide
Technologies and certain of its officers.  The class action filed
in United States District Court, Central District of California,
is on behalf of a class consisting of all persons or entities who
purchased or otherwise acquired securities of Exide Technologies
between February 9, 2012 and April 3, 2013, both dates inclusive.
This class action seeks to recover damages against the Company and
certain of its officers and directors as a result of alleged
violations of the federal securities laws pursuant to Sections
10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule
10b-5 promulgated thereunder.

If you are a shareholder who purchased Exide Technologies
securities during the Class Period, you have until June 14, 2013
to ask the Court to appoint you as Lead Plaintiff for the class.
A copy of the Complaint can be obtained at
http://www.pomerantzlaw.com

To discuss this action, contact Robert S. Willoughby at
rswilloughby@pomlaw.com or 888-476-6529 (or 888-4-POMLAW), toll
free, x237.  Those who inquire by e-mail are encouraged to include
their mailing address, telephone number, and number of shares
purchased.

Exide operates in 80 countries, producing, recycling and
distributing lead-acid batteries.  The Company's global
transportation and industrial energy groups purported to provide a
range of stored electrical energy products and services for
industrial and transportation applications.

The Complaint alleges that throughout the Class Period, Defendants
made false and/or misleading statements, as well as failed to
disclose material adverse facts about the Company's business,
operations, and prospects.  Specifically, defendants failed to
disclose that: (a) Exide was polluting the environment with
potentially fatal levels of arsenic, and exposing almost 110,000
residents near its Vernon, California battery recycling facility
to dangerously high levels of pollutants; (b) Exide knew that
based on actual and projected revenues and expenses it would not
be able to meet its debt repayment obligations and other pledges
and promises under its debt agreements and indentures.
Specifically, the Company knew that it could not satisfy its
obligations under a $200 million revolving facility, a $675
million bond, and a $55.7 million floating rate convertible note
due in September 2013; and (c) as a result, Exide knew its
environmental liabilities, debt obligations and potential
insolvency supported neither Exide's statements to investors
regarding the Company's financials, its quarterly guidance, nor
the inflated share price targets the investment community was
modeling based on Defendants' Class Period statements and
guidance.

On March 22, 2013, one of the Company's recycling facilities in
Vernon, California, located approximately four miles due south of
downtown Los Angeles, was cited by the South Coast Air Quality
Management District as posing a greater cancer risk to residents
of Southern California than any of the more than 450 facilities
the Agency has regulated in the last 25 years.

Following the Agency's citation, on April 3, 2013, Los Angeles
City Council members held a public hearing asking the government
to press charges against the Company to correct the health risk
posed by the Company's environmental contamination.

On April 4, 2013, news source Debtwire.com published a report that
Exide had hired financial advisory firm Lazard and the law firm of
Akin Gump LLP, both bankruptcy experts, to advise on its financial
restructuring after prior restructuring efforts stalled.  On this
news, Exide's shares fell $1.24 a share to $1.37 a share (-46%),
on April 4, 2013, before trading in the stock was halted.

The Pomerantz Firm -- http://www.pomerantzlaw.com-- concentrates
its practice in the areas of corporate, securities, and antitrust
class litigation.  Founded by the late Abraham L. Pomerantz, known
as the dean of the class action bar, the Pomerantz Firm pioneered
the field of securities class actions.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002.  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the
Debtors in their successful restructuring.  The Court confirmed
Exide's Amended Joint Chapter 11 Plan on April 20, 2004.  The
plan took effect on May 5, 2004.  While it has emerged from
bankruptcy, reorganized Exide continues to resolve claims filed
against it in the Bankruptcy Court.


EXTENDED STAY: Willkie Farr Skirts Suit Over $100MM Penalty
-----------------------------------------------------------
Sindhu Sundar of BankruptcyLaw360 reported that Willkie Farr &
Gallagher LLP on Thursday won its bid to toss a malpractice suit
claiming that it exposed the former private equity owner of
Extended Stay Inc. to a $100 million liability stemming from the
hotel chain's bankruptcy.

According to the report, Judge Melvin Schweitzer granted the law
firm's motion to dismiss, ruling that David Lichtenstein had not
shown that Willkie Farr was negligent -- a basic requirement for a
malpractice claim to survive -- and disagreeing with
Lichtenstein's argument.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.  The Official Committee of
Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T.
Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP,
in New York, as counsel.  Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July 2010.


FONTAINEBLEAU LAS VEGAS: Lenders, Contractors Near Ch. 7 Deal
-------------------------------------------------------------
Carolina Bolado of BankruptcyLaw360 reported that attorneys for
contractors and lenders warring over who will get paid first in
the Chapter 7 proceedings of the failed $2.8 billion Fontainebleau
Las Vegas resort on Thursday told a Florida bankruptcy judge that
they are on the brink of a deal.

According to the report, Daniel Gold of Ehrenstein Charbonneau
Calderin, who represents the contractors, told U.S. Bankruptcy
Judge A. Jay Cristol that the parties are currently negotiating
the terms of a comprehensive settlement that will not just deal
with several adversary proceedings in the bankruptcy.

                   About Fontainebleau Las Vegas

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

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

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


FUNCTIONAL TECHNOLOGIES: Reports 2nd Qtr. 2013 Financial Results
----------------------------------------------------------------
Functional Technologies Corp. on April 26 reported operational and
financial results for the second quarter ended February 28, 2013.
Amounts, unless specified otherwise, are expressed in Canadian
dollars.

                        Financial Results

The Company achieved a net gain of $0.0177 million during the
three month period ending February 28, 2013 ("Q2, 2013"), as
compared to a net loss of $4.6 million in the same period in 2012
("Q2, 2012"), representing an improvement of $4.630 million.  This
positive change is primarily a result of an asset impairment
charge of $3.393 million in the prior period but also reflects a
decrease in operating expense of $0.446 million in Q2, 2013
relative to Q2, 2012, as well as a $0.198 million gain from asset
sales and $0.689 million gain from forgiveness of debt during Q2,
2013.

Operating expenses, excluding stock-based compensation expenses,
for Q2, 2013 were $0.78 million, compared to $1.1 million in Q2,
2012.

Liquidity and Outstanding Share Capital

As at February 28, 2013, the Company had cash and short-term
investments of $0.5 million compared to $0.38 million as at August
31, 2012.

As at February 28, 2013, Functional Technologies had 61,370,444
common shares issued and outstanding.

Operating Highlights

The second quarter of fiscal 2013 was primarily a quarter of
reorganization to position the Company to move forward with its
revised business plan, first announced April 4, 2012, which
involved the sale and closure of non-yeast technology assets and
subsidiaries.  This restructuring, designed to place the Company
in a position to minimize operating expenses while simultaneously
accelerating commercialization of its proprietary yeast
technologies, made significant advances during the quarter.

During Q2, 2013, the Company announced:

        -- November 1, 2012 - The termination of the proposed sale
of assets to former employees;
        -- December 7, 2012 - Senior Management Changes;
        -- February 4, 2013 - The hiring of in-House Investor
Relations.

During Q2, 2013 operational highlights included significant
advances in the commercialization of the Company's Acrylamide
Preventing ("AP") yeast.  During this quarter commercial-grade AP
yeast was independently manufactured by a global yeast
manufacturer and third-party tested in commercial snack food
products at a pilot scale level by a global food manufacturer.
This pilot scale testing produced positive results that warrant
further testing at a commercial scale.

Subsequent to quarter-end:

        -- As at April 15, 2013 Finance PEI (formerly known as
Innovation PEI), a secured creditor, enforced its security on the
property of the Company's subsidiary, Phyterra Bio Inc. and placed
Phyterra Bio Inc. into receivership.  The total amount of
indebtedness secured is $260,789.

        -- On April 25, 2013, the Company filed a notice of intent
to submit a proposal to creditors under the Bankruptcy and
Insolvency Act.

Accounting Change

The Company's Q2/13 consolidated financial statements have been
prepared in accordance with International Financial Reporting
Standards, reporting standards to which the Company transitioned
from Canadian Generally Accepted Accounting Principles during the
fiscal year ended August 31, 2012.

               About Functional Technologies Corp.

Functional Technologies develops and commercializes proprietary,
advanced yeast-based solutions to significant challenges in the
food, beverage and healthcare industries.  The Company's platform
improves the performance of innate yeast functions, and prevents
the formation of naturally occurring toxins and contaminants that
either affect final product quality or are classified by the World
Health Organization as probable human carcinogens.  Functional
Technologies' lead technologies include yeasts that prevent and
reduce the formation of the foul-smelling hydrogen sulphide (H2S)
and the carcinogen acrylamide, both of which are natural occurring
by-products of food and beverage processing.  These contaminants
are found in many commonly consumed items, such as fermented food
products and alcoholic beverages, and baked and fried foods.
The head office and R&D operations for Functional Technologies are
based in Vancouver, BC, Canada.


GATEHOUSE MEDIA: 2014 Loan Trades at 64% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 36.13 cents-
on-the-dollar during the week ended Friday, April 26, 2013, a drop
of 0.27 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Feb. 27, 2014, and carries Moody's Ca rating and Standard & Poor's
CCC- rating.  The loan is one of the biggest gainers and losers
for the week ended Friday among 219 widely quoted syndicated loans
with five or more bids in secondary trading.

                        About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

                          Bankruptcy Warning

"Our ability to make payments on our indebtedness as required
depends on our ability to generate cash flow from operations in
the future.  This ability, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory
and other factors that are beyond our control.

"There can be no assurance that our business will generate cash
flow from operations or that future borrowings will be available
to us in amounts sufficient to enable us to pay our indebtedness
or to fund our other liquidity needs.  Currently we do not have
the ability to draw upon our revolving credit facility which
limits our immediate and short-term access to funds.  If we are
unable to repay our indebtedness at maturity we may be forced to
liquidate or reorganize our operations and business under the
federal bankruptcy laws," the Company said in its annual report
for the year ended Dec. 30, 2012.


GENERAL MOTORS: Pay Change Signals CEO's Retirement
---------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. signaled it is preparing for Chief Executive
Daniel F. Akerson to retire in about two years by changing how the
64-year-old was paid last year.

According to the WSJ report, Mr. Akerson received $11.1 million in
total compensation in 2012 -- a 44% increase over the previous
year, due largely to a change in stock units granted for 2012 that
vested immediately and were part of his total compensation,
according to a federal filing and the company. Earlier stock units
vested in three years and beginning in 2012 included no time
restrictions.

The Detroit auto maker first replaced the restricted share-unit
pay in 2012, the WSJ report said. The annual meeting proxy filed
on Thursday said GM changed the type of share awards in
"acknowledgment of the possibility of his retirement" during the
vesting period, suggesting Mr. Akerson could retire as CEO by
early 2015.

"We can't comment any further than what is in the proxy or what
Mr. Akerson's plans are for the future," a GM spokesman told WSJ
on Thursday.

Mr. Akerson, who has been CEO since 2010, has not said when he
plans to retire, WSJ said. In an interview with The Wall Street
Journal earlier this year, Mr. Akerson declined to comment on his
retirement plans or on the company's succession plan.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

General Motors Corp. and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31, 2011.


GEOKINETICS INC: Second Modified Plan Filed, Confirmed
------------------------------------------------------
BankruptcyData reported that Geokinetics Inc. filed with the U.S.
Bankruptcy Court a Second Modified Joint Chapter 11 Plan of
Reorganization and Second Amended Joint Plan Supplement, which
contains a Rejected Executory Contract and Unexpired Lease List.

According to the report, the Court subsequently approved the
Disclosure Statement and concurrently confirmed the Second
Modified Joint Chapter 11 Plan of Reorganization.

                      About Geokinetics Inc.

Headquartered in Houston, Texas, Geokinetics Inc., a Delaware
corporation founded in 1980, provides seismic data acquisition,
processing and integrated reservoir geosciences services, and
land, transition zone and shallow water OBC environment
geophysical services.

Geokinetics Inc. and its nine affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-10472) on March 10,
2013, with a prepackaged Chapter 11 plan that converts $300
million of senior secured notes into 100% of the reorganized
Company's common stock.

Akin Gump Strauss Hauer & Feld LLP serves as counsel to the
Debtors; Richards, Layton & Finger, P.A., is co-counsel;
Rothschild Inc. is the financial advisor and investment banker;
UHY LLP is the independent auditor; and GCG, Inc., is the claims
agent and administrative agent.

Geokinetics Inc. incurred a net loss applicable to common
stockholders of $93.06 million in 2012, a net loss applicable to
common stockholders of $231.25 million in 2011 and a net loss
applicable to common stockholders of $147.53 million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $392.89
million in total assets, $593.53 million in total liabilities,
$93.31 million in preferred stock, Series B-1 Senior Convertible,
and a $293.94 million total stockholders' deficit.

UHY LLP, in Houston, Texas, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  "[T]he Company and certain of its subsidiaries
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Code.  Uncertainties inherent in the bankruptcy process
raise substantial doubt about the Company's ability to continue as
a going concern."


GMX RESOURCES: Investors Blast $50MM Ch. 11 Loan As Unfair
----------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a group of
preferred shareholders of bankrupt oil and gas producer GMX
Resources Inc. became the latest party Thursday to object to the
company's request for $50 million in debtor-in-possession
financing, arguing that the loan terms give an "unfair advantage"
to secured creditors if the firm were to be sold.

According to the report, investors Brian Burr, Michael Burr,
Taylor Burr, Brad Keiller and DCB Capital LLC filed their motion
in Oklahoma bankruptcy court, claiming that portions of the DIP
financing terms could throw off the checks and balances in the
bankruptcy case.

                      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.


HAWTHORNE HALL: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hawthorne Hall Apartments, LLC
        1209 Hill Road North, #200
        Pickerington, OH 43147

Bankruptcy Case No.: 13-53234

Chapter 11 Petition Date: April 23, 2013

Court: U.S. Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: John E. Hoffman, Jr.

Debtors' Counsel: J. Matthew Fisher, Esq.
                  ALLEN, KUEHNLE STOVALL & NEUMAN, LLP
                  17 South High Street, Suite 1220
                  Columbus, OH 43215
                  Tel: (614) 221-8500
                  Fax: (614) 221-5988
                  E-mail: fisher@aksnlaw.com

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

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

Affiliates that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Oakland Manor Apartments, LLC           13-53236
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000
Rotunda Court Apartments, LLC           13-53239
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000
Clarmound Vista Apartments, LLC         13-53241
  Assets: $458,647
  Debts: $1,196,809

The petitions were signed by Ehab Eskander, authorized member.

A. A copy of Hawthorne Hall's list of its eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ohsb13-53234.pdf

B. A copy of Oakland Manor's list of its eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ohsb13-53236.pdf

C. A copy of Rotunda Court's list of its eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ohsb13-53239.pdf

D. A copy of Clarmound Vista's list of its eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ohsb13-53241.pdf


HEALTHWAREHOUSE.COM INC: Incurs $1.6 Million Net Loss in Q3
-----------------------------------------------------------
HealthWarehouse.com, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.60 million on $2.63 million of net sales for the
three months ended Sept. 30, 2012, as compared with a net loss of
$1.33 million on $2.78 million of net sales for the same period
during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $4.75 million on $8.78 million of net sales, as
compared with a net loss of $3.50 million on $7.58 million of net
sales for the same period a year ago.

The Company reported a net loss of $5.71 million in 2011, compared
with a net loss of $3.69 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.69
million in total assets, $8.52 million in total liabilities and a
$6.83 million total stockholders' deficiency.

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

                        http://is.gd/emHFID

                      About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is
a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-
commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

In the auditors' report accompanying the consolidated financial
statement for the year ended Dec. 31, 2011, Marcum LLP, in New
York, expressed substantial doubt about HealthWarehouse.com's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.


HELLER EHRMAN: Greenberg to Pay $5MM to End Malpractice Row
-----------------------------------------------------------
Sindhu Sundar of BankruptcyLaw360 reported that Greenberg Traurig
LLP on Thursday agreed to pay $4.9 million to Heller Ehrman LLP to
settle the bankrupt law firm's malpractice suit alleging Greenberg
hid a conflict of interest when it represented Heller Ehrman
around the time of the 2008 bankruptcy filing.

According to the report, in a motion to approve the settlement
filed in California federal court, Heller Ehrman said the parties,
who entered into mediation in January, had agreed to the
settlement after wading through hundreds of thousands of pages of
discovery, in order to avoid incurring additional expenses.

                        About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  Heller Ehrman filed a voluntary Chapter 11 petition (Bankr.
N.D. Cal., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon. Dennis
Montali presides over the case.  Pachulski Stang Ziehl & Jones LLP
assisted the Debtor in its restructuring effort.  The Official
Committee of Unsecured Creditors is represented by Felderstein
Fitzgerald Willoughby & Pascuzzi LLP.  The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  The Court confirmed
Heller Ehrman's Plan of Liquidation in September 2010.


HORNE INTERNATIONAL: Appoints Dallas Evans as CEO
-------------------------------------------------
Dallas Evans has been named to serve as Chief Executive Officer of
Horne International, Inc., effective April 16, 2013.  Mr. Evans
holds a Bachelor of Science Degree in Accounting, from the
University of Maryland, College Park and a Masters of Business
Administration, from American University.  Mr. Evans annual and
total compensation are to be determined by the audit committee,
after the Company returns to profitability.

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

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

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

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


ICEWEB INC: Post-Effective Amendment 2 to 43MM Shares Prospectus
----------------------------------------------------------------
IceWeb, Inc., filed with the U.S. Securities and Exchange
Commission a post-effective amendment no.2 to the Form S-1
registration statement relating to the periodic offers and sales
by Iroquois Master Fund Ltd., Kingsbrook Opportunities Master Fund
LP, Alpha Capital Anstalt and OTA, LLC, of up to 43,090,298 shares
of the Company's common stock issuable upon the exercise of common
stock purchase warrants held by those selling stockholders.

The Company will not receive any proceeds from the sale of these
shares by the selling stockholders.  However, the Company will
receive proceeds from the exercise of the warrants if they are
exercised for cash by the selling stockholders.

The Company will bear all costs relating to the registration of
these shares of its common stock, other than any selling
stockholder's brokerage expenses, fees, or discounts.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "IWEB".  The last reported sale price of the
Company's common stock as reported by the OTC Bulletin Board on
April 22, 2013, was $0.0301 per share.

A copy of the Amended Prospectus is available at:

                         http://is.gd/ZlG2wo

                            About IceWEB

Sterling, Va.-based IceWEB, Inc., manufactures and markets
purpose-built appliances, network and cloud-attached storage
solutions and delivers on-line cloud computing application
services.  The Company's customer base includes U.S. government
agencies, enterprise companies, and small to medium sized
businesses (SMB).

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, expressed
substantial doubt about IceWEB's ability to continue as a going
concern.  The independent auditors noted that the Company had net
losses of $6,485,048 for the year ended Sept. 30, 2012.

The Company reported a net loss of $6.5 million on $2.6 million of
sales in fiscal 2012, compared with a net loss of $4.7 million on
$2.7 million of sales in fiscal 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.78 million
in total assets, $3.46 million in total liabilities and a $1.68
million total stockholders' deficit.


ICEWEB INC: Amends 43 Million Common Shares Prospectus
------------------------------------------------------
IceWeb, Inc., filed with the U.S. Securities and Exchange
Commission a post-effective amendment no.1 to the Form S-1
registration statement relating to the periodic offers and sales
by Iroquois Master Fund Ltd., Kingsbrook Opportunities Master Fund
LP, Alpha Capital Anstalt and OTA, LLC, of up to 43,090,298 shares
of the Company's common stock issuable upon the exercise of common
stock purchase warrants held by those selling stockholders.  The
warrants were issued in the Company's private placement financing
on Nov. 23, 2011.

The prices at which the selling stockholders may sell shares will
be determined by the prevailing market price for the shares or in
negotiated transactions.  The Company will not receive any
proceeds from the sale of these shares by the selling
stockholders.  However, the Company will receive proceeds from the
exercise of the warrants if they are exercised for cash by the
selling stockholders.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "IWEB".  The last reported sale price of the
Company's common stock as reported by the OTC Bulletin Board on
April 8, 2013, was $0.036 per share.

A copy of the amended prospectus is available at:

                        http://is.gd/COvtbB

                           About IceWEB

Sterling, Va.-based IceWEB, Inc., manufactures and markets
purpose-built appliances, network and cloud-attached storage
solutions and delivers on-line cloud computing application
services.  The Company's customer base includes U.S. government
agencies, enterprise companies, and small to medium sized
businesses (SMB).

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, expressed
substantial doubt about IceWEB's ability to continue as a going
concern.  The independent auditors noted that the Company had net
losses of $6,485,048 for the year ended Sept. 30, 2012.

The Company reported a net loss of $6.5 million on $2.6 million of
sales in fiscal 2012, compared with a net loss of $4.7 million on
$2.7 million of sales in fiscal 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.78 million
in total assets, $3.46 million in total liabilities and a $1.68
million total stockholders' deficit.


IMAGEWARE SYSTEMS: Chris Kuchanny Held 5.8% Stake at March 28
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Chris Kuchanny and his affiliates disclosed
that, as of March 28, 2013, they beneficially owned 2,648,590
shares of common stock and 2,015,280 shares of common stock
issuable upon exercise of Warrants of ImageWare Systems, Inc.,
representing 5.86% of the shares outstanding.  A copy of the
regulatory filing is available at http://is.gd/8AhBRe

                     About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc.,
is a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

Imageware Systems incurred a net loss of $10.19 million in 2012,
as compared with a net loss of $3.18 million in 2011.  The
Company's balance sheet at Dec. 31, 2012, showed $8.71 million
in total assets, $6.36 million in total liabilities and $2.34
million in total shareholders' equity.


INDIEPUB ENTERTAINMENT: David Smith Held 86.7% Stake at April 12
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, David E. Smith and his affiliates disclosed
that, as of April 12, 2013, they beneficially owned 55,531,908
shares of common stock of indiePub Entertainment Inc. representing
86.7% of the shares outstanding.  Mr. Smith previously reported
beneficial ownership of 45,508,010 common shares
representing 84.2% equity stake at Nov. 28, 2012.  A copy of the
amended regulatory filing is available at http://is.gd/8Ucq42

                           About indiePub

indiePub Entertainment, Inc., formerly Zoo Entertainment, Inc., is
a developer, publisher and distributor of interactive
entertainment software for digital distribution channels.

The Company reported a net loss of $25.87 million in 2011,
compared with a net loss of $14.03 million in 2010.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, EisnerAmper LLP, in
Edison, New Jersey, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has both incurred losses and
experienced net cash outflows from operations since inception.

The Company's balance sheet at Sept. 30, 2012, showed $1.94
million in total assets, $7.44 million in total liabilities and a
$5.49 million total stockholders' deficit.


INDY CAR WASH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Indy Car Wash, Inc.
        245 S Power Rd
        Mesa, AZ 85206

Bankruptcy Case No.: 13-06735

Chapter 11 Petition Date: April 24, 2013

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Christopher C. Simpson, Esq.
                  STINSON MORRISON HECKER LLP
                  1850 N Central Ave #2100
                  Phoenix, AZ 85004
                  Tel: (602) 279-1600
                  Fax: (602) 240-6925
                  E-mail: csimpson@stinson.com

Scheduled Assets: $482,281

Scheduled Liabilities: $1,785,945

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/azb13-6735.pdf

The petition was signed by Frank M. Quinn, president.


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

                         http://is.gd/yTB9r9

                          About InspireMD

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

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

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

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

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

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

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


INSPIREMD INC: Hires Vice President of Corporate Development
------------------------------------------------------------
InspireMD, Inc., said Gwen K. Bame has joined the Company as Vice
President of Corporate Development, reporting directly to Alan
Milinazzo, President and CEO.

"This is a new position created to strengthen our executive team
with a clear focus on executing strategic programs and
partnerships designed to meet our ambitious global growth
objectives, said Mr. Milinazzo.  "Gwen has the right blend of
industry and management experience and we are delighted to welcome
her to InspireMD."

Ms. Bame's responsibilities will include identifying and
negotiating in/out licensing agreements, analyzing strategic
partnerships and structuring of joint ventures on a worldwide
basis.

Ms. Bame joined Covidien in 2009 upon its acquisition of Aspect
Medical Systems, where she held various sales and marketing
leadership positions during her tenure.  She led significant
market development programs directly and via strategic
partnerships which drove adoption of the BIS technology.

Prior to her time at Covidien, Ms. Bame spent 12 years with Boston
Scientific in the cardiology business in sales, marketing and
corporate accounts.  During her career at BSC, she negotiated
roughly $350 million in contracted business across multiple
business units.

                 Gets OK Begin Regulatory Trial

InspireMD received an approval with conditions for its
Investigational Device Exemption (IDE) application with the U.S.
Food and Drug Administration (FDA).  An approval with conditions
indicates that the FDA concurs with the overall trial design and
while minor details are being finalized, allows the company to
initiate enrollment in the MASTER II IDE trial.

The multi-center, randomized study will consist of 1,114 patients
suffering from ST Elevation Myocardial Infarction (STEMI),
throughout 35 sites in the U.S. and an additional 35 sites in
Europe, and will support the Company's application to market its
MGuardTM Prime MicroNetTM covered coronary stent system in the
United States.

Gregg Stone, MD, of The Cardiovascular Research Foundation, and
Dr. Jose P. S. Henriques of the Academic Medical Center Amsterdam
in the Netherlands, will serve as Principal Investigators for the
trial, which will consist of two co-primary endpoints: superiority
in complete ST resolution and non-inferiority in death and target
vessel MI.  In addition, a 356 patient sub-study will be conducted
to assess the effect of MGuard EPS on vessel infarct size, as
measured through cardiac Magnetic Resonance Imaging (MRI).

"The approval to begin the US FDA trial is a significant milestone
for the company," commented Alan Milinazzo, InspireMD's CEO and
President.  "This trial will provide an excellent opportunity to
validate the safety and effectiveness of MGuard EPS in another
large multi-center, randomized trial, comparing both bare metal
and drug eluting stents, the current therapy for STEMI patients."

The FDA trial will be known as The MASTER II (MGuardTM for Acute
ST Elevation Reperfusion), the second in a series of clinical
studies meant to both validate the effectiveness of the MGuard EPS
platform, as well as achieve registration with the appropriate
regulatory authorities worldwide.

InspireMD's EPS technology previously yielded positive results in
the MASTER I findings, which revealed a statistically and
clinically significant acute advantage of MGuard EPS with regard
to ST segment resolution.  As a result, MGuard EPS may hold the
potential to lower the incidence of adverse events and prolong
survival of patients suffering from acute myocardial infarction,

                          About InspireMD

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

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

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

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

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

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

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


INTELLIPHARMACEUTICS INT'L: To Present at 12th Needham Conference
-----------------------------------------------------------------
Intellipharmaceutics International Inc. said that Shameze
Rampertab, vice president Finance and chief financial officer,
will present a Company overview at the 12th Annual Needham
Healthcare Conference at the Westin NY Grand Central Hotel in New
York at 3:40pm EDT on Wednesday, May 1, 2013.

The presentation will be webcast live and may be accessed through
the Investor Relations' Events and Presentations section on
Intellipharmaceutics' Web site at www.intellipharmaceutics.com.
Interested persons must go to the Web site at least 15 minutes
prior to the event to register, download and install any necessary
audio/video software.  An archived replay will also be available
for 90 days following the live presentation.

               About Intellipharmaceutics International

Intellipharmaceutics International Inc. is a pharmaceutical
company specializing in the research, development and manufacture
of novel and generic controlled-release and targeted-release oral
solid dosage drugs.

Deloitte LLP, in Toronto, Canada, expressed substantial doubt
about Intellipharmaceutics' ability to continue as a going
concern following the annual results for the period ended Nov. 30,
2012, citing the Company's recurring losses from operations and
accumulated deficit.

The Company reported a net loss of US$6.14 million on US$107,091
of research and development revenue for fiscal 2012, compared with
a net loss of US$4.88 million on US$501,814 of research and
development revenue for fiscal 2011.

The Company's balance sheet at Feb. 28, 2013, showed
US$2.55 million in total assets, US$5.20 million in total
liabilities and a $2.65 million shareholders' deficiency.


J.C. PENNEY: Said to Have Pledge for $1.75BB Loan From Goldman
--------------------------------------------------------------
Emily Glazer and Mike Spector, writing for The Wall Street
Journal, report that people familiar with the matter said Friday
J.C. Penney Co. has a commitment for a $1.75 billion loan being
arranged by investment bank Goldman Sachs Group Inc.  According to
the sources, the loan:

     -- would be secured by assets including a "significant"
        portion of the company's real estate, including stores,
        the company's headquarters and distribution centers;
     -- would be backed by Penney's accounts receivable, inventory
        and intellectual property;
     -- would bear an interest rate around 6.5%; and
     -- would come due after five years.

One person told WSJ that Penney has yet to sign the loan.

                        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.


J.M. HUBER: Improved Earnings Prompt Moody's to Lift CFR to Ba2
---------------------------------------------------------------
Moody's Investors Service upgraded J.M. Huber Corporation's
Corporate Family Rating to Ba2 from B1, and moved the company's
outlook to stable from positive. Moody's also upgraded the
company's unsecured notes due 2019 to Ba3 from B2. The two notch
upgrade reflects significantly improved earnings and cash flow
generation in Huber's businesses, particularly in the Engineered
Woods division.

"The substantial increase in Engineered Wood margins over the past
year may not be sustainable over the long term, but it should
allow the company to generate extremely strong financial metrics
and enable the company to accelerate debt reduction over the next
two to three years, given the anticipated improvement in US
housing starts, said Bill Reed, Vice President at Moody's.

Ratings upgraded:

J.M. Huber Corporation

CFR -- Ba2 from B1

PDR -- Ba2-PD from B1-PD

$225 million Sr Unsecured Notes due 2019 -- Ba3 (LGD4, 69%) from
B2 (LGD4, 63%)

Outlook -- Stable from Positive

Ratings Rationale:

Huber's Ba2 CFR reflects its improved profitability and cash flow
over the past 12-18 months as the HEW business has become a more
meaningful contributor to earnings. Prior to this upturn, Huber
had significantly restructured its operations, allowing the
engineered woods business to operate on a break-even basis in an
environment of weak demand. This has taken some downside
volatility out of Huber's business and will allow the company to
fully take advantage of any upside in the business as demand
continues to ramp up. Additionally these incremental earnings will
substantially increase free cash flow in 2013 and 2014 providing
the flexibility to meaningfully reduce debt. This is extremely
important given management's stated objective of obtaining an
investment grade rating over time.

The company's other two businesses CP Kelco and Engineered
Materials continue to improve but at a more measured pace. These
businesses have leading market positions in many of their product
lines and have historically been more stable than the HEW
business. These businesses still generate the majority of the
company's earnings and are the core supporters of Huber's Ba2 CFR.

Huber has a good liquidity profile primarily supported by its $250
million ABL revolving credit facility due 2016 ($137 million of
availability as of December 31, 2012) and $182 million of cash
balances as of December 31, 2012 (including $110 million of which
is to pre-fund a private placement maturity in early 2014).
Moody's expects Huber to be free cash flow positive in 2013
despite elevated capital expenditures to fund future growth. The
company is subject to fixed charge coverage and interest coverage
ratios, under which the company will likely have significant
headroom over the next 12-18 months.

The outlook is currently stable and has limited upside over the
next year or two due to concerns over the potential volatility in
Huber's HEW business and the degree to which Huber will reduce its
balance sheet debt. The rating could be downgraded if Debt to
EBITDA were to rise sustainably over 4.0x (including Moody's
standard adjustments) , or if Retained Cash flow to Debt were to
be consistently under 10%.

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

J.M. Huber is a New Jersey-based, privately-held, diversified
specialty chemical and engineered materials company founded in
1883. The company runs its operations through three main business
segments: CP Kelco (CPK), Huber Engineered Materials (HEM), and
Huber Engineered Woods (HEW). The company has been restructuring
and refocusing its business over the last three years. As part of
this restructuring management sold much of its non-core timber
land holdings in 2012, and sold its energy business at the end of
2011. Revenues for the LTM ended December 31, 2012 were $1.7
billion.


JONES GROUP: Moody's Reviews Ba2 CFR for Possible Downgrade
-----------------------------------------------------------
Moody's Investors Service placed The Jones Group's Inc.'s Ba2
Corporate Family and Ba2-PD Probability of Default Ratings on
review for downgrade. The Ba3 ratings assigned to the company's
various senior unsecured notes were also placed on review for
downgrade. The company's SGL-2 Speculative Grade Liquidity rating
is unchanged.

The following ratings were placed on review for downgrade. LGD
assessments are subject to change.

Corporate Family Rating: Ba2

Probability of Default Rating: Ba2-PD

Various senior unsecured notes: Ba3 (LGD 4, 66%)

Senior Unsecured shelf rating: (P) Ba3

Ratings Rationale:

The review for downgrade considers the company's preliminary first
quarter results which indicate that adjusted operating income (as
defined by the company) is expected to fall more than 30% from the
prior year levels and that the company also expects a year-on-year
decline in earnings in the second quarter of 2013. As a result,
Moody's expects the company's credit metrics to remain at elevated
levels and are unlikely to meaningfully improve over the course of
2013 as previously expected. The existing negative rating outlook
considered that following weak performance in early 2012 and the
increase in funded debt when the company concluded a $100 million
bond offering in September 2012 that the ratings could be
pressured if Jones was unable to meaningfully reverse negative
trends in operating earnings.

Moody's review will focus on the company's strategies to improve
profitability, including its announcement that the company will be
closing approximately 170 underperforming retail stores (the
company ended 2012 with 594 stores) as well as streamlining
certain parts of its wholesale business. The review will also
focus on the company's ability to generate returns from past
acquisitions in premium price channels and international markets
to offset any challenges at the company's owned retail business as
well as the company's brands, such as its Jeanswear segment, that
cater to more moderate priced businesses. The company's liquidity
profile remains good, as it ended 2012 with $150 million of cash,
it has access to a substantially undrawn $650 million asset-based
credit facility and that these sources of liquidity are ample to
cover the company's upcoming maturity of $250 million of unsecured
notes that are due in September 2014.

The principal methodology used in this rating was the Global
Apparel Industry Methodology published in May 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.

Headquarters in New York, NY, Jones Group is a designer, marketer,
wholesaler and retailer of apparel, footwear, jeanswear and other
fashion accessories. Its largest brands include Nine West, Jones
New York, Anne Klein, Stuart Weitzman and Gloria Vanderbilt. FY
2012 revenues were approximately $3.8 billion.


K-V PHARMACEUTICAL: Lenders Slam Creditors' Disclosures Objections
------------------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that a group of
lenders and noteholders, including Silver Point Capital LP, on
Thursday dismissed concerns from unsecured creditors of K-V
Pharmaceutical Co. about the bankrupt company's disclosure
statement for its potential reorganization plan, saying the
creditors' objections are "simply wrong."

According to the report, the debtor-in-possession lenders and ad
hoc senior noteholders group contend that the creditors'
committee's objection to the disclosure statement exhibits all the
"classic signs" of a creditor trying to get whatever hold-up value
it can get from a debtor and senior lenders.

                     About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


KINDRED HEALTHCARE: No Change on Moody's B1 CFR After Assets Sale
-----------------------------------------------------------------
Moody's Investors Service commented that Kindred Healthcare,
Inc.'s announcement that it has entered into a definitive
agreement to sell 17 non-strategic facilities is a modest credit
positive. Moody's understands that Kindred expects after tax
proceeds of approximately $180 million, which will be used to
repay amounts outstanding under its revolving credit facility.
This is a modest credit positive as it will improve Kindred's
liquidity. However, Moody's estimates that the pro forma impact on
leverage after also considering the reduced lease costs and EBITDA
contribution associated with the facilities being sold is
negligible. Therefore, there is no change to Kindred's ratings or
outlook, including its B1 Corporate Family Rating and B1-PD
Probability of Default Rating. The rating outlook remains stable.

Kindred Healthcare, Inc., headquartered in Louisville, Kentucky,
provided healthcare services in 116 long-term acute care (LTAC)
hospitals, six inpatient rehabilitation hospitals, 223 nursing and
rehabilitation centers, 27 sub-acute units, 101 hospice, home
health and non-medical home care locations, 105 inpatient hospital
based rehabilitation units and operated a contract rehabilitation
services business at December 31, 2012. For the year ended
December 31, 2012 the company recognized revenue of approximately
$6.2 billion.


KIT DIGITAL: Owners to Be Paid $2MM If Other Plan Deal Is Pursued
-----------------------------------------------------------------
KIT digital Inc. intends to implement a restructuring plan
sponsored by several of its largest equity holders, namely
Prescott Group Capital Management, JEC Capital Partners, and Ratio
Capital Partners.

KIT says in bankruptcy court filings that the shareholders would
not have entered into a plan support agreement without certain
bidder incentives.  Accordingly, the Debtor asks the Court for
authorization to pay the plan sponsors up to $500,000 in expense
reimbursements and a break-up fee of $1.5 million in the event the
Debtor pursue an alternative transaction.

KIT says the shareholders-backed restructuring will enable the
Debtor to transform its operations around four of its profitable
subsidiaries, Ioko 365 Limited, Polymedia S.p.A., KIT digital
France, S.A. and KIT digital -- Americas Inc., while shedding
underperforming non-core businesses.  The Debtor's business
generated revenues of $134.5 million in 2012.

The Debtor says payment of the expense reimbursement and its
conditional agreement to pay the break up fee are reasonable and
necessary conditions to ensure the best possible recovery for all
of the Debtor's stakeholders.

                       Road to Bankruptcy

KIT digital blamed the bankruptcy filing on a number of
significant setbacks.

In early 2012, the Debtor's then-CEO resigned amid an SEC
investigation into certain of his trading practices with respect
to the Debtor's stock.  Thereafter, the Debtor's audit committee
uncovered financial irregularities and the Debtor announced that
it would need to restate historical financials from 2009 onward,
sparking a flurry of securities lawsuits and derivative claims
along with attendant litigation costs.

The company was also incurring extensive losses from unprofitable
acquisitions made over the prior 24 months.

Mounting legal expenses and the costs of divesting and liquidating
the unprofitable non-core businesses thus caused the Debtor to
experience a near-term liquidity crunch.

On April 1, 2013, the Debtor failed to make a scheduled payment in
respect to a secured loan from an affiliate of Western Technology
Investments.

As of the Petition Date, about $9.8 million is outstanding under
the WTI loans, including interest. The Debtor also has $2.7
million owing to JEC on account of an unsecured loan provided in
October 2012.  The Debtor has $9.2 million in outstanding trade
debt.

                    Deal With Equity Holders

Deutsche Bank, the Debtor's investment banker, conducted an
extensive marketing process over the past year canvassing a wide
range of over 56 financial and strategic players, as well as
possible stand-alone financing options to accompany the Debtor in
a chapter 11 process.  However, no firm interest in the purchase
of the Debtor resulted.

The Debtor later was approached by a group of shareholders led by
JEC, the private equity firm affiliate of KDI's CEO, with a
proposal for a restructuring.

The Debtor believes the contemplated reorganization marks the best
opportunity for the Debtor to preserve its global operations and
the jobs of more than 800 employees worldwide.

The Plan Support Agreement provides the Debtor with the resources
necessary to a reorganization plan that is expected to pay allowed
unsecured claims in full while also providing a meaningful
recovery to the Debtor's equity holders in the form of the
opportunity to participate in the reorganized company.

Key terms of the Plan Support Agreement are:

    * The Plan Sponsor Group will fund an amount equal to
$25 million in cash in exchange for approximately 89% of the
equity interests in reorganized KDI.

    * The Debtor anticipates that the cash paid by the Plan
Sponsor Group will be sufficient to pay claims pursuant to the
Plan, other than subordinated litigation claims under Section
510(b) of the Bankruptcy Code.

    * Pursuant to the Plan, the plan sponsor group will offer
warrants to be distributed to the Debtor's stakeholders to
purchase stock of the Reorganized Debtor at the same price as the
Plan Sponsor Group.  Proceeds of the Warrants will be used to
redeem up to 50% of the equity interests provided to the Plan
sponsor group, with the balance of the proceeds (if any) to be
used for working capital for the Reorganized Debtor.

The PSA requires the Debtor to emerge from chapter 11 within 95
days of the filing date.

                       The Chapter 11 Plan

Under the Plan, claims and interests will be treated as follows:

  Class  Claim or Interest       Treatment
  -----  -----------------       ---------
   --    Administrative Claims   Paid in full in Cash on
                                 the Effective Date
                                 [Unclassified; Not voting on
                                 Plan]

   --    DIP Facility Claims     Paid in full in Cash and
                                 Reorganized KDI Class A Common
                                 Stock
                                 [Unclassified; Not voting on
                                 Plan]

   --    Priority Tax Claims     Paid in full in Cash on
                                 the Effective Date
                                 [Unclassified; Not voting on
                                 Plan]

    1   Priority Non-Tax Claims  Paid in full in Cash on
                                 the Effective Date
                                 [Unimpaired; Not entitled to
                                 vote; Deemed to
                                 accept the Plan]

    2    Secured Claims of WTI   Cash of $9 million and
                                 Reorganized KDI Class A Common
                                 Stock at the same price per share
                                 as the Reorganized Class B
                                 Common Stock acquired by the Plan
                                 Sponsor Group for the
                                 remainder of WTI's
                                 Secured Claim in the
                                 amount of $650,000
                                 [Impaired; Entitled to vote]

    3 Other Secured Claims       Paid in full in Cash on
                                 the Effective Date
                                 [Unimpaired; Not entitled to
                                  vote; deemed to accept the Plan]

    4 General Unsecured Claims   Paid from Available Cash
                                 [Impaired; entitled to
                                 Vote]

    5 Securities Litigation
      Claims                     Paid pro rata from available
                                 Insurance proceeds
                                 [Impaired; Entitled to
                                 Vote]

    6 Intercompany Claims        Canceled or waived as
                                 determined by the Debtor and the
                                 Plan Sponsor Group prior
                                 to the Effective Date
                                 [Unimpaired; Not entitled to
                                 vote; deemed to accept the Plan]

    7 Litigation Claims          Receive their Pro Rata
                                 Share of Available Cash and
                                 Reorganized KDI Warrants after
                                 payment of General Unsecured
                                 Claims in full
                                 [Impaired; Entitled to vote]

    8 Interests                  Receive their Pro Rata Share of
                                 Available Cash and Reorganized
                                 KDI Warrants after payment of
                                 General Unsecured Claims in
                                 full
                                 [Impaired; Entitled to
                                 Vote]

The Debtor has not filed the explanatory disclosure statement.

A copy of the Chapter 11 plan is available for free at
http://bankrupt.com/misc/KIT_Ch11_Plan.pdf

A copy of the CFO's declaration in support of the first day
motions is available for free at:
http://bankrupt.com/misc/KIT_first_day_declaration.pdf

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  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.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013k, estimating more
than $10 million in both assets and debts.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.


KIT DIGITAL: Has $3-Mil. DIP Financing From JEC
-----------------------------------------------
KIT digital Inc. has arranged postpetition financing from an
affiliate of JEC Capital Partners LLC, one of the members of the
plan sponsor group.

The Debtor thus asks the Court for approval to obtain $3 million
of DIP financing and utilize cash collateral.

Pursuant to the terms of the Debtor-In-Possession Credit
Agreement, dated April 25, 2013, JEC II Associates, LLC, has
agreed to provide the Debtor with a $3 million super priority
loan, secured by a lien on all of the assets of the Debtor that is
junior to the Debtor's valid prepetition secured debt.

Upon confirmation of the Plan, the DIP Financing will be satisfied
by (i) payment of all accrued interest in cash and (ii)
equitization of the outstanding principal into 10.71% of the total
outstanding shares of common stock of the Reorganized Debtor.

The DIP loan will bear interest at 13% per annum and mature on
July 29, 2013.

The DIP lender has agreed to provide $1.2 million upon interim
approval of the DIP financing.

Absent the DIP Loan, the Debtor says it could be forced to cease
operations within a few weeks, thereby immediately impeding its
ability to reorganize.

The DIP Lender would not have provided the DIP Loan unless it
receives a lien on the Debtor's assets and a superpriority claim
in the Debtor's chapter 11 case.  The DIP Lender's liens, however,
will be junior to valid existing liens on those assets.

                          Cash Collateral

The Debtor is also seeking authority to use cash collateral of the
DIP Lender and Western Technology Investments, its prepetition
lender.  The Debtor intends to continue using its operating
account at HSBC in the ordinary course of its operations.  The
operating account is pledged to WTI, so out of an abundance of
caution, the Debtor is seeking approval to use WTI's cash
collateral and to have access to the operating account without
interference from WTI.

WTI is adequately protected for any diminution in value because
(i) minimal cash collateral exists in the operating account as of
the Petition Date and funds in the account going forward will be
proceeds of the DIP Loan which is incremental to WTI's cash
collateral and (ii) the Plan Sponsor Group's proposal values the
assets of the Debtor far in excess of the amounts outstanding
under the WTI Loans, thereby manifesting a significant, existing
equity cushion for WTI.  Moreover, the proceeds of the DIP Loan
will be used to preserve the value of the Debtor's assets during
the course of this chapter 11 case, which I believe will further
insulate WTI from any diminution in value of its collateral.

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  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.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013k, estimating more
than $10 million in both assets and debts.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.


KIT DIGITAL: Proposes Procedures to Protect NOLs
------------------------------------------------
KIT digital Inc. asks the Court to enter interim and final orders
(a) establishing notification and hearing procedures regarding the
trading of, or declarations of worthlessness for federal or state
tax purposes with respect to the equity securities in the Debtor
or of any beneficial interest therein that must be complied with
before trades or transfers of such securities or declarations of
worthlessness become effective, and (b) ordering that any
purchase, sale, or other transfer of, or declaration of
worthlessness with respect to, equity securities in violation of
the procedures will be void ab initio.

The Debtor has incurred, and is currently incurring, significant
net operating losses, amounting to $75 million as of the Petition
Date translating to potential tax savings of $26.25 million.  The
Debtor's NOLs consist of losses generated in any given or prior
tax year and can be "carried forward" to up to 20 subsequent tax
years to offset the Debtor's future taxable income, thereby
reducing future aggregate tax obligations.  NOLs also may be
utilized to offset taxable income generated by transactions
completed during the chapter 11 case.

The Debtor says that the notification and hearing procedures for
the trading of and declarations of worthlessness with respect to
the equity securities will protect and preserve the Debtor's
valuable tax attributes, including the NOLs, as well as certain
other tax and business credits, ultimately benefitting all of the
Debtor's stakeholders.

As to stock trading, the proposed procedures will affect only
holders of the equivalent of more than approximately 2.7 million
shares of Common Stock (i.e., 4.5% or more of outstanding common
stock) and parties  who are interested in purchasing sufficient
equity securities to result in such party becoming a holder of the
equivalent of at least approximately 2.7 million shares of common
stock.  As to worthless stock deductions, the proposed rules will
affect only holders of the equivalent of 50% or more of the
Debtor's common stock.

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  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.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013k, estimating more
than $10 million in both assets and debts.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.


KIT DIGITAL: Proposes ALCS as Claims & Administrative Agent
-----------------------------------------------------------
KIT digital Inc. filed applications to employ American Legal Claim
Services, LLC, as claims and noticing agent and as administrative
agent.

Although the Debtor has not yet filed its schedules of assets and
liabilities, it anticipates that there will be hundreds of
creditors and other parties in interest in this chapter 11 case.
In view of the number of anticipated creditors and parties in
interest and the complexity of its business, the Debtor submits
that the appointment of ALCS as claims agent is both necessary and
in the best interests of the Debtor, its estate and other parties
in interest.

In the application to hire ALCS as administrative agent, the
Debtor said that ALCS will also assist the Debtor in the
preparation of the schedules of assets and liabilities and the
tabulation of votes in connection with the Chapter 11 plan of the
Debtor.

ALCS will charge the Debtor for its services at the rates or
prices set forth in the "fee schedule" agreed to by the parties.
The fee schedule was not included in documents posted in ALCS's
Web site.

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  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.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013k, estimating more
than $10 million in both assets and debts.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.


LEHMAN BROTHERS: Carter Ledyard Malpractice Suit Tossed
-------------------------------------------------------
Matthew Heller of BankruptcyLaw360 reported that a New York
appeals court on Thursday affirmed the dismissal of a suit
alleging Carter Ledyard & Milburn LLP botched a whistleblower
case, finding a former employee of Lehman Brothers Holdings Inc.
couldn't show he would have won the underlying case if not for the
alleged negligence of Carter Ledyard.

According to the opinion, a trial judge did not err in tossing
Angelo Meimeteas' malpractice claim, which arose out of
allegations that Lehman abruptly fired him for objecting to
colleagues' unethical business practices, the report related.  He
retained Carter Ledyard as counsel.

                      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: NY Giants Again Seek Docs in $300MM Stadium Row
----------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a unit of the
NFL's New York Giants made another attempt Thursday to get its
hands on documents connected to a $300 million dispute over
financing for MetLife Stadium, asking a federal judge in New York
to force an affiliate of Lehman Brothers Holdings Inc to give up
the evidence.

According to the report, Giants Stadium LLC had asked the U.S.
Bankruptcy Court for the Southern District of New York to compel
discovery in the case this past September, but didn't find what it
was looking for after LBHI objected.

                      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: Settles $40 Million Feud With Alere
----------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that bankrupt Liberty
Medical Supply Inc. has agreed to hand over its Medicare diabetes
supply delivery business to Alere Inc. -- along with $22.5 million
-- to satisfy a $40 million loan and resolve a contract dispute
between the rivals, according to settlement papers filed Wednesday
in Delaware.

According to the report, the deal dispenses with all of Liberty
Medical's secured debt and allows the company to retain its
Medicare insulin pump business, while Alere receives assets that
it had bargained to acquire under the loan agreement.

                        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.


LIFECARE HOLDINGS: Reaches Deal Backing $320MM Carlyle Sale
-----------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that LifeCare Holdings
Inc. and its creditors committee reached a settlement Friday that
would provide unsecured creditors with about $3.5 million in cash
in exchange for the committee supporting the hospital group's
Chapter 11 plan, which includes its $320 million sale to private
equity firm Carlyle Group LP.

According to the report, the agreement should be approved because
it represents an outstanding result for creditors and will benefit
all parties involved in the case, the official committee of
unsecured creditors said in a motion filed in Delaware bankruptcy
court.

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4% of the stock following a
$570 million acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.  Huron Management
Services LLC will provide the Debtors an interim chief financial
officer and certain additional personnel; and (ii) designate
Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.

An auction on the sale of substantially all of the Debtors' assets
was conducted on March 20.  The Debtors have agreed to sell their
assets to their existing lenders in exchange for debt, absent
higher and better offers.


MAXCOM TELECOM: Considers Bankruptcy After Takeover Deal Collapse
-----------------------------------------------------------------
Crayton Harrison, writing for Bloomberg News, reported that Maxcom
Telecomunicaciones SAB said it's considering operational and
financial alternatives, including a Chapter 11 bankruptcy filing,
after a takeover deal with Ventura Capital Privado SA collapsed.

The Mexican phone company said in a statement that only 61.93% of
old notes were tendered in a bond exchange, not enough to complete
a swap, which was a requirement for an equity offer from Ventura
Capital, the Bloomberg report related.

"In light of this outcome, Maxcom is considering all of its
alternatives including, but not limited to, commencement of a
Chapter 11 case or other restructuring proceeding," the company
said in the statement, Bloomberg cited. The Mexico City-based
operator didn't provide a timeframe for the options under study.

Maxcom was seeking to complete the 2.90-pesos-a-share takeover
offer, which would include an investment of $45 million to use for
network improvements, to better compete with America Movil SAB
(AMXL), Mexico's biggest phone company, according to Bloomberg.
Maxcom said this month it may have to file for bankruptcy and may
miss a June 15 coupon payment if enough debtholders didn't agree
to the bond swap, which expired on April 24.

The company had asked to exchange notes due in 2014 for new ones
due in 2020, and Ventura had set a requirement that 80 percent of
bondholders accept the swap, Bloomberg said. Ventura had the right
to reduce that threshold to 75.1 percent at its discretion.
Maxcom's cash had dwindled to 102.9 million pesos ($8.4 million)
from 147 million pesos at the end of 2012, it said April 11.

Ventura, which announced its offer for Maxcom in December, is a
Mexico City-based private-equity firm led by investors including
Enrique Castillo and Javier Molinar Horcasitas, former executives
of bank Ixe Grupo Financiero SAB, Bloomberg related.  Ixe was sold
in 2011 to Grupo Financiero Banorte SAB.


MISSION NEWENERGY: Serves KNM Process with Winding Up Petition
--------------------------------------------------------------
Mission NewEnergy Limited's subsidiary, Mission Biofuels Sdn Bhd,
has served KNM Process Systems Sdn Bhd with a winding up petition,
under section 218(e)&(i) and Section 218(2)(c) of the Malaysian
Companies Act 1965.

MBSB seeks to wind up KNM for KNM's failure to pay MBSB
approximately A$3,800,000 (MYR12.2 million) plus interest relating
to Liquidated Ascertained Damages under the Engineering,
Procurement, Construction and Commissioning Contract of Mission's
2nd biodiesel refinery (M2 Plant) in Malaysia.  These invoices
were presented to KNM over the last 2 years and despite a Letter
of Demand served on KNM by MBSB's solicitors, KNM has failed to
pay.

The hearing of the winding up Petition will take place on July 18,
2013.

                      About Mission NewEnergy

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

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

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

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

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


MOBILICITY: May File for CBCA Plan of Arrangement or CCAA
---------------------------------------------------------
The Catalyst Capital Group disclosed that it is encouraged to see
that the April 26 court orders maintain the parties' substantive
rights.  However, Catalyst is concerned that it is hard to see how
the proposed plans would provide the capital required for
Mobilicity to grow its business, acquire spectrum or provide
viable, sustainable services to Canadian consumers.  In fact, the
conditions on the proposals may result in the opposite outcome.

Catalyst notes the following:

        1.  Mobilicity put itself in position to require a CBCA
Plan of Arrangement or CCAA filing as part of the mandatory terms
of its February financing, potentially harming both its enterprise
value and the possible recovery by creditors not participating in
any new financing for the benefit of those participating and/or
more junior stakeholders.

        2.  The old and new part of Mobilicity's financing appears
to hurt second-lien holders by requiring cancellation of second-
lien principal.  This is a change from the February financing and
reduces its adverse impact upon the first-lien debt.  This
cancellation is necessary if new funds are to be injected into
Mobilicity as debt.

        3.  Catalyst is very concerned that neither the new
financing nor the proposed plans will benefit creditors or result
in a successful sale of Mobilicity, which, according to
Mobilicity's court papers, has apparently been attempted for many
months.

        4.  The releases contemplated by Mobilicity's plan may be
inappropriate.

Catalyst wishes to see Mobilicity restructured in a way that fully
respects its existing stakeholder rights and interests and that
leads to a successful and viable major mobile player in Canada.
Catalyst intends to take an active role in the restructuring with
a view to achieving that result.


MONTANA ELECTRIC: Great Falls Agrees to Pay $3.25MM to Exit Coop
----------------------------------------------------------------
The Associated Press reports that city officials in Great Falls,
Mont., have reached a tentative agreement to extricate the city
from ties with Southern Montana Electric Generation and
Transmission Cooperative.  AP relates officials on Friday agreed
to pay $3.25 million to the cooperative.

According to AP, City Manager Greg Doyon said the agreement calls
for a first payment of $2.5 million by June 30 and a final payment
of $750,000 due Dec. 31.   The settlement is subject to Bankruptcy
Court approval.

Southern Montana is composed of five rural cooperatives and the
city of Great Falls that in turn provide power to more than 50,000
Montana residents.  The AP notes that besides the city of Great
Falls, Beartooth Electric Cooperative wants out of Southern
Montana and, like Great Falls, filed a lawsuit to accomplish that
as part of the bankruptcy case.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.


MORRELL DEVELOPING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Morrell Developing, LLC
        16 23rd Street
        Bristol, TN 37620

Bankruptcy Case No.: 13-50751

Chapter 11 Petition Date: April 24, 2013

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Mary Foil Russell, Esq.
                  HALE, LYLE & RUSSELL
                  P.O. Box 274
                  Bristol, TN 37621-0274
                  Tel: (423) 989-6555
                  Fax: (423) 989-6550
                  E-mail: mrussell@halelyle.com

Scheduled Assets: $1,990,300

Scheduled Liabilities: $1,947,163

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

The petition was signed by Curtis Morrell, chief manager.


MOTORS LIQUIDATION: GUC Trust and Budget Variance Reports
---------------------------------------------------------
Pursuant to the Amended and Restated Motors Liquidation Company
GUC Trust Agreement dated as of June 11, 2012, as amended,
Wilmington Trust Company, acting solely in its capacity as trust
administrator and trustee of the Motors Liquidation Company GUC
Trust, is required to file certain GUC Trust Reports with the
Bankruptcy Court for the Southern District of New York.  In
addition, pursuant to that certain Bankruptcy Court Order
Authorizing the GUC Trust Administrator to Liquidate New GM
Securities for the Purpose of Funding Fees, Costs and Expenses of
the GUC Trust and the Avoidance Action Trust, dated March 8, 2012,
the GUC Trust Administrator is required to file certain quarterly
variance reports as described in the third sentence of Section 6.4
of the GUC Trust Agreement.

On April 23, 2013, the GUC Trust Administrator filed the GUC Trust
Report required by Section 6.2(c) of the GUC Trust Agreement
together with the Budget Variance Report, each for the quarter
ended March 31, 2013.  In addition, the Motors Liquidation Company
GUC Trust announced that no distribution in respect of its Units
is anticipated for the fiscal quarter ended March 31, 2013.

A copy of the Report is available for free at:

                         http://is.gd/3ic5A4

                       About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


NEXSTAR BROADCASTING: New Station Buy No Impact on Moody's B2 CFR
-----------------------------------------------------------------
Moody's Investors Service said that the announced plan of Nexstar
Broadcasting Group, Inc. to acquire Communications Corporation of
America and White Knight Broadcasting (CCA) for $270 million does
not impact the B2 corporate family rating or positive outlook of
Nexstar Broadcasting, Inc.

Moody's estimates that the debt-funded transaction will increase
Nexstar's leverage to approximately 5.5 times debt-to-EBITDA on a
two year average basis from approximately 5.3 times as of yearend
2012 (two year average, pro forma for recent acquisitions and
related financing). Also, the incremental debt will likely delay
debt reduction and slow the trajectory to lower leverage. However,
Moody's continues to believe the company could achieve sustained
two year average leverage below 4.75 times debt-to-EBITDA, the
trigger laid out for an upgrade, by the end of 2014.

The acquisition expands the company's scale, with the addition of
nineteen television stations and seven associated digital sub-
channels in ten markets, seven of which are new markets.
Furthermore, Moody's expects cost and revenue synergies to
contribute to EBITDA growth. The transaction creates two new
duopolies and adds five duopolies, supporting continued strong
EBITDA margins.

Moody's will evaluate the impact of any new financing on ratings
for existing debt as details of the likely long term financing
structure become more clear.

Based in Irving, Texas, Nexstar owns, operates, programs or
provides sales and other services to 72 television stations in 41
markets with annual revenue of approximately $490 million as of
December 31, 2012 pro forma for recent transactions. The expected
acquisition of CCA stations will expand its operation to 91
television stations in 48 markets with estimated two year average
revenue of about $585 million.


NORTHLAND RESOURCES: Expects to File Annual Filings on April 30
---------------------------------------------------------------
Northland Resources S.A. provided its second bi-weekly Default
Status Report under National Policy 12-203 - Cease Trade Orders
for Continuous Defaults ("NP 12-203").

On March 28, 2013, the Company announced that the filing of its
audited financial statements and associated management discussion
and analysis for the fiscal year ended December 31, 2012, would
not be completed by the filing deadline set by Canadian securities
laws.

As a result of this delay in filing the Annual Filings and the
application by the Company for a management cease trade order (a
"MCTO"), the Ontario Securities Commission issued a MCTO, which
imposes certain restrictions on the issuance and acquisition of
securities of insiders and/or employees of the Company until the
Company files the Annual Filings and related CEO and CFO
certificates.  The MCTO will not affect the ability of persons who
are not insiders or employees of Northland to trade their
securities.

Pursuant to the provisions of the alternative information
guidelines specified by NP 12-203, the Company reports that, since
the issuance of its default announcement on March 28, 2013, except
as stated in this Default Status Report, there have not been any
material changes to the information contained therein; nor any
failure by the Company to fulfill its intentions as stated therein
with respect to satisfying the provisions of the alternative
information guidelines; and there are no additional defaults or
anticipated defaults subsequent to the disclosure therein, other
than the delay in filing the Annual Filings and related CEO and
CFO certificates.  Further, there is no additional material
information respecting the Company and its affairs that has not
been generally disclosed.

The Company expects to file the required Annual Filings and
related CEO and CFO certificates on or before Tuesday, April 30,
2013.  If this does not occur, the Company intends to file the
third Default Status Report on or about May 9, 2013.

Karl-Axel Waplan, President & CEO, Northland Resources S.A.

Headquartered in Luxembourg, Northland Resources S.A. (OMX:NAURO)
-- is a producer of iron ore concentrate, with a portfolio of
production, development and exploration mines and projects in
northern Sweden and Finland.  The first construction phase of the
Kaunisvaara project is complete and production ramp-up started in
November 2012.  The Company produces high-grade, high-quality
magnetite iron concentrate in Kaunisvaara, Sweden, where the
Company will exploit two magnetite iron ore deposits, Tapuli and
Sahavaara.  Northland has entered into off-take contracts with
three partners for the entire production from the Kaunisvaara
project over the next seven to ten years.  The Company is also
preparing a Definitive Feasibility Study for its Hannukainen Iron
Oxide Copper Gold project in Kolari, northern Finland and for the
Pellivuoma deposit, which is located 15 km from the Kaunisvaara
processing plant.


ORCHARD BRANDS: Moody's Assigns B1 and Caa1 Ratings to New Debts
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Orchard Brands Corporation. Moody's also assigned a B1 rating to
the company's proposed $180 million first lien term loan and a
Caa1 rating to its proposed $50 million second lien term loan. The
rating outlook is stable.

Proceeds from the proposed term loans and balance sheet cash will
be used to refinance existing indebtedness and pay related fees
and expenses.

The assigned ratings are subject to the completion of the
transaction and Moody's review of final documentation. This is a
first time public rating for Orchard.

The following ratings were assigned:

Corporate Family Rating at B2;

Probability-of-Default Rating at B2-PD;

$180 million First Lien Term Loan due 2019 at B1 (LGD3, 43%).

$50 million Second Lien Term Loan due 2019 at Caa1 (LGD5,80%).

Ratings Rationale:

Orchard's B2 Corporate Family Rating reflects the company's narrow
focus on the direct-to-consumer market catering to men and women
over 50 years of age, modest relative scale in the retail and
apparel industry, and a high reliance on catalog mailings to drive
sales. The rating also reflects the company's high leverage with
pro forma debt/EBITDA (incorporating Moody's standard analytical
adjustments and estimated seasonal revolver borrowing) exceeding
5.4 times on average using EBITDA for the latest twelve month
period ended March 31, 2013. The company's debt and interest
burden was significantly reduced upon exit from bankruptcy in
April 2011. While Orchard has made significant progress in its
turnaround initiatives and brand integration, EBITDA margins
remain well below industry peers, and its track record remains
relatively short under the current management team.

The company's rating is supported by favorable demographic trends
within the company's target customer age group, the breadth of its
brand and product offering, and the solid growth trends in online
retail spending. The company's liquidity is expected to be
adequate, with positive cash flow, balance sheet cash and
availability under an amended and extended $85 million ABL
revolver (not rated by Moody's) expected to cover seasonal working
capital needs, modest capital spending and debt amortization over
the next twelve months.

The stable rating outlook reflects the expectation that Orchard
will steadily de-lever through debt reduction with excess free
cash flow and profitable growth, and that the company will
maintain adequate liquidity.

Ratings could be downgraded if revenue or earnings were to
deteriorate, competitive pressure increase, or financial policies
become aggressive. Specific metrics include debt/EBITDA
approaching 6.0 times or EBITA/interest falling below 1.25 times.
A material deterioration in liquidity may also result in a
negative rating action.

Ratings could be upgraded if the company demonstrates profitable
growth through successful implementation of initiatives, while
maintaining positive free cash flow and using excess cash to pay
down debt. Specific metrics include debt/EBITDA sustained near 4.5
times and EBITA/interest expense above 2.0 times.

The B1 rating assigned to the company's proposed first lien term
loan facility reflects the overall probability of default of the
company, reflected in the B2-PD probability of default rating, and
a loss given default assessment of LGD3, 43%. The facility
benefits from the sizeable amount of junior claims in the proposed
capital structure, including the proposed $50 million second lien
term loan, as well as its first lien position on substantially all
assets of the company other than accounts receivable, inventory
and cash which are pledged on a first lien basis to the company's
proposed ABL credit facility. The facility will be guaranteed by
each of the borrower's wholly-owned restricted subsidiaries. Any
increase in the proportion of first lien debt in the capital
structure could lead to a downgrade in the loan's rating.

The Caa1 rating on the proposed $50 million second lien term loan
reflects the junior position in the capital structure and a loss
given default assessment of LGD5, 80%.

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.

Headquartered in Beverly, MA, Orchard Brands Corporation is a
national retailer specializing in apparel and home products for
men and women over the age of 50, with 15 brands selling through
direct-to-consumer catalogs, e-commerce websites and retail
stores. Annual revenue approaches $1.0 billion.


ORAGENICS INC: Amends License Agreements with UFRF
--------------------------------------------------
Oragenics, Inc., entered into amendments to each of its existing
exclusive license agreements with University of Florida Research
Foundation, Inc., for (i) the Antimicrobial Polypeptide, Nucleic
Acid and Methods of Use patent and (ii) the Replacement Therapy
for Dental Carries patent.

As a result of the Fifth Amendments, the Company's annual payments
to UFRF on the license agreements would be decreased from $100,000
to $20,000 as the Company continues its efforts with respect to
the intellectual property covered by the UFRF licenses.  The Fifth
Amendments: identified the patents covered; lowered the amount of
current annual payments the Company was required to make to UFRF
from $50,000 to $10,000; and removed the requirement of the
Company to spend at least $1 million annually on combined research
and development.  The Company's obligation to provide a
development report to UFRF was revised from bi-annually to
annually.  In addition, the amount payable to UFRF on all revenue
received from sublicensees was increased from 20 percent to 22
percent, and additional fees payable to UFRF were added as
follows: a new one-time commercialization fee, post-
commercialization minimum royalty payments, and a new one-time
cumulative royalty payment.  The one-time commercialization fee
would be due on the first anniversary of first commercial sale and
is calculated at $5,000 per month between May 1, 2013, and the
month of the first anniversary of a commercial sale.  The post-
commercialization minimum royalty payments of $50,000 annually
would be due following payment of a commercialization fee.  The
one-time additional royalty payment would be due when total
cumulative royalties paid to UFRF exceed $2 million, upon which
the Company would be obligated to make a one-time additional
payment to UFRF of 10 percent of the total royalties due to UFRF
in the calendar year in which cumulative royalties exceeded $2
million.

                  Converts Prospectus to Form S-3

Oragenics filed with the U.S. Securities and Exchange Commission
amendment no.1 to the Form S-1 registration statement to convert a
the Registration Statement into a registration on Form S-3.  The
Registration Statement on Form S-1 was declared effective by the
SEC on Sept. 26, 2012.

The Registration Statement on Form S-1 related to the resale of up
to 9,437,834 shares of the Company's Common Stock, par value
$0.001 per share.  The Common Stock was acquired by Fidelity
Select Portfolios: Biotechnology Portfolio, MSD Credit Opportunity
Master Fund, L.P, White Rock Capital Partners, L.P., et al., in
connection with a private placement offering the Company completed
in July 2012.

At the time of the filing of the Registration Statement on Form S-
1 and the post-effective amendments, the Company did not meet the
requirements for use of Form S-3.  However, at the time of filing
of this Post-Effective Amendment No. 1, the Company certifies that
it has reasonable grounds to believe it meets the requirement for
use of the Form S-3.

The Company's Common Stock is listed on the NYSE MKT under the
symbol "OGEN."  On April 11, 2013, the last reported sale price of
the Company's Common Stock was $2.65 per share.

A copy of the Amended Prospectus is available at:

                        http://is.gd/b3Xj1C

                        About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

Oragenics incurred a net loss of $13.09 million in 2012, as
compared with a net loss of $7.67 million in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $10.48
million in total assets, $1.25 million in total liabilities, all
current, and $9.23 million in total shareholders' equity.


OVERSEAS SHIPHOLDING: $94MM Military Contract Approved
------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that a Delaware
bankruptcy judge on Wednesday said Overseas Shipholding Group Inc.
can go forward with its $94 million U.S. government contract to
make ships and commercial transportation resources available
during times of war or national emergency.

According to the report, U.S. Bankruptcy Judge Peter J. Walsh
determined that letting OSG continue to take part in the U.S.
Department of Transportation's Maritime Security Program "is in
the best interest of the debtors, their estates and creditors and
all parties in interest."

                    About Overseas Shipholding

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

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

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

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


PACIFIC GOLD: OKs Transfer of $175,000 Notes to Third Party
-----------------------------------------------------------
Pacific Gold Corp. agreed to the assignment of $175,000, in
principal amount of outstanding notes, which represent notes the
Company issued to the original debt holder on May 11, 2012.  The
assignment was to a third party that is not affiliated with the
Company.  In connection with the assignment, the Company agreed to
various modifications of the note for the benefit of the new
holder, which enhance and reset the conversion features of the
note and change certain other basic terms of the note.  As a
result of the amendments, the note now:

   (i) has a conversion rate of a 45% discount to the daily VWAP
       price of the common stock based on a five day period prior
       to the date of conversion, which rate will be subject to
       certain adjustments;

  (ii) has an annual interest rate of 12%, due at maturity;

(iii) has a new maturity date of Jan. 12, 2014;

  (iv) permits prepayment only with a premium of 50% of the amount
       being repaid;

   (v) has ratchet protection of the conversion anti-dilution
       provisions for all future issuances or potential issuances
       of securities by the company at less than the then
       conversion rate; and

  (vi) has additional default provisions, including a default
       penalty of 50% of outstanding principal and interest at the
       time of default.

The Company has also agreed that the assigned debt will not be
subordinate to new debt, other than purchase money and similar
debt, which may have the effect of limiting the company's access
to additional debt capital while the note is outstanding.  The
assigned portion of the principal note has a conversion rate at an
approximate 45% discount to market and, without taking into
account the conversion of any of the interest to be earned or
converted, represents the potential issuance of 3,000,000,000
shares, limited to a maximum conversion right at any one time to
4.99% of the then outstanding shares of common stock of the
company.

On April 22, 2012, the Company issued $173,000 in new promissory
notes a are due on Jan. 2, 2015, and pay 10% interest.  The new
promissory notes and the accrued interest are convertible into
common stock of the Company at $0.001 per share.

                        About Pacific Gold

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

Pacific Gold diclosed a net loss of $16.62 million in 2012, as
compared with a net loss of $1.38 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $1.45 million in total
assets, $15.06 million in total liabilities and a $13.61 million
total stockholders' deficit.

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


PARKWAY BANK: Shut Down; Certus Bank Assumes Deposits
-----------------------------------------------------
Parkway Bank, Lenoir, North Carolina, was closed on April 26,
2013, by the North Carolina Office of the Commissioner of Banks,
which appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with CertusBank, N.A., Easley,
South Carolina, to assume all of the deposits of Parkway Bank.

The three former branches of Parkway Bank will reopen as branches
of CertusBank, N.A. during their normal business hours.
Depositors of Parkway Bank will automatically become depositors of
CertusBank, N.A. Deposits will continue to be insured by the FDIC,
so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of Parkway Bank should
continue to use their current branch until they receive notice
from CertusBank, N.A., that systems conversions have been
completed to allow full-service banking at all branches of
CertusBank, N.A.

As of December 31, 2012, Parkway Bank had approximately $108.6
million in total assets and $103.7 million in total deposits.  In
addition to assuming all of the deposits of the failed bank,
CertusBank, N.A. agreed to purchase approximately $99.2 million of
the failed bank's assets.  The FDIC will retain the remaining
assets for later disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $18.1 million.  Compared to other alternatives,
CertusBank, N.A.'s acquisition was the least costly resolution for
the FDIC's DIF.  Parkway Bank is the ninth FDIC-insured
institution to fail in the nation this year, and the first in
North Carolina.  The last FDIC-insured institution closed in the
state was Waccamaw Bank, Whiteville, on June 8, 2012.


PATRIOT COAL: Exclusive Filing Period Extended Until Sept. 2
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
entered Friday a second order extending Patriot Coal Corporation,
et al.'s exclusive right to file a plan of reorganization through
and including Sept. 2, 2013, and the Debtors' exclusive right to
obtain acceptance for that plan through and including Nov. 1,
2013.

                        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: Wins OK to Modify Non-Union Retiree Life Insurance
----------------------------------------------------------------
On April 26, 2013, the U.S. Bankruptcy Court for the Eastern
District of Missouri approved, in part, the motion of Patriot Coal
Corporation, et al., for the entry of an order authorizing, but
not directing, the Debtors to modify the Non-Union Retiree Life
Insurance Benefits and to terminate the Non-Union Retiree Medical
Benefits.

Pursuant to the Court's order, effective as of July 31, 2013, the
Debtors are authorized to (i) modify the Relevant Plans that
provide Non-Union Retiree Life Insurance Benefits in order to cap
the maximum benefit associated with the Non-Union Retiree Life
Insurance Benefits at $30,000 for the Non-Union Retirees and
terminate the Non-Union Retiree Life Insurance Benefits for the
current active non-union employees and (ii) terminate the Non-
Union Retiree Medical Benefits, as described in the Motion;
provided, however, that the Debtors will remain responsible for
the payment of claims for Non-Union Retiree Benefits that are (i)
incurred by Non-Union Retirees through July 31, 2013, and (ii)
presented for payment no later than the last date for submitting
such claims under the terms of the Relevant Plans.

As soon as practicable after entry of the Court's order, the Non-
Union Retiree Committee will establish a voluntary employees'
beneficiary association within the meaning of Section 501(c)(9) of
the U.S. Internal Revenue Code of 1986, as amended, for and
on behalf of all Non-Union Retirees, with the Debtors paying up to
the first $10,000 incurred by the Non-Union Retiree Committee for
same but with all costs, fees and expenses of the Non-Union
Retiree VEBA thereafter to be borne by the Non-Union Retiree VEBA.

The Non-Union Retiree VEBA will benefit only those Non-Union
Retirees that were expressly anticipated as having been subject to
losing Non-Union Retiree Benefits by and through the motion.  For
the avoidance of doubt, the Non-Union Retiree VEBA will benefit
only the Non-Union Retirees whose Non-Union Retiree Benefits are
modified or terminated pursuant to the Court's order.

The Non-Union Retiree Committee will be responsible for electing
or appointing any trustee or trustees of the Non-Union Retiree
VEBA, and the Debtors will have no obligations regarding the
establishment or administration of the Non-Union Retiree VEBA.

Within 10 business days of having received written notice,
including the Non-Union Retiree VEBA trust documents, which
documents will be reasonably acceptable to the Debtors, from the
Non-Union Retiree Committee that (i) the Non-Union Retiree VEBA
has been established and (ii) the Non-Union Retiree VEBA can
accept contributions made as instructed in such written notice,
the Debtors will cause the sum of $250,000 in cash to be
contributed to the Non-Union Retiree VEBA by wire transfer as
instructed in such written notice.  With respect to the Non-Union
Retiree VEBA, the remaining obligations of the Non Union Retiree
Committee with respect to the Non-Union Retirees and the Non-Union
Retiree Committee's efforts to set up and equitably administer the
Non-Union Retiree VEBA, the Debtors will timely provide to the
Non-Union Retiree Committee such participant and/or plan cost
information relating to the Non-Union Retiree Benefits as the Non-
Union Retiree Committee reasonably requests.  The Debtors will
further continue to allow for and pay for the reasonable use of
the Debtors' claims and noticing agent, GCG, Inc., to provide a
means for the Non-Union Retiree Committee to adequately
communicate to the Non-Union Retirees about the Court's order and
subsequent case developments, including but not limited to the
manner and form in which the Non-Union Retiree VEBA will be
created; provided, however, that such communications will be
limited to two (2) mailings to the Non-Union Retirees.

Upon the effective date of a plan of reorganization for the
Debtors, the Debtors will cause shares of the equity of the
reorganized Debtors that equal $3,750,000, as determined using the
valuation in the Debtors' disclosure statement, or, in the
Debtors' sole discretion (upon consulting with the UCC), the sum
of $3,750,000 in cash, to be contributed to the Non-Union Retiree
VEBA by the applicable Debtors.

A complete text of the Court's order is available at:

          http://bankrupt.com/misc/patriotcoal.doc3849.pdf

                        About Patriot Coal

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

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

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

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

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


PATRIOT COAL: Rule 2019 Motion Denied as Moot
---------------------------------------------
In an order entered Friday, the U.S. Bankruptcy Court for the
Eastern District of Missouri denied as moot the motion of Patriot
Coal Corporation, et al., to (i) compel Aurelius Capital
Management, LP, Knighthead Capital Management, LLC, and their
counsel to comply with Bankruptcy Rule 2019 and (ii) prohibit
further participation in the Debtors' cases by the Noteholder
Group until they fully comply with Bankruptcy Rule 2019.

As reported in the TCR on April 19, 2013, the Debtors told the
Court that Bankruptcy Rule 2019 requires, in relevant part,
certain groups and committees that consist of multiple creditors
and act together to advance common interests to disclose
information about their financial holdings in the Debtors, and
that entities that represent such groups or committees (e.g., law
firms) must also comply with Bankruptcy Rule 2019.

Patriot said: "Unless the members of the Noteholder Group are all
affiliates or insiders of one another, and, upon information and
belief, they are not, the Noteholder Group is clearly a "group"
that is covered by Bankruptcy Rule 2019 and required to file a
verified statement.  Accordingly, both the Noteholder Group and
its counsel must disclose the information required under the
applicable provisions in subsection (c) of Bankruptcy Rule 2019
and must do so in a verified statement filed with the Court."

                        About Patriot Coal

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

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

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

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

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


PENSON WORLDWIDE: Files Projected Cash Projections and Allocations
------------------------------------------------------------------
Penson Worldwide, Inc. and its affiliated debtors notified the
bankruptcy court on April 25, 2013, that subsequent to the filing
of their Second Amended Joint Plan and Amended Disclosure
Statement, they provided their projected cash positions and
allocations as of the Plan Effective Date, to the Official
Committee of Unsecured Creditors and holders of the 12.50% Senior
Second Lien Notes due 2017, to assist with negotiations to resolve
certain open issues with the Plan raised by the Committee.

The issues being addressed by the Committee and the Second Lien
Noteholders with respect to the Plan include:

* The Committee has asserted that Penson Financial Services Inc.
   has a security interest in the so-called Illiquid Instruments
   held by SAI Holdings in connection with the secured promissory
   note dated May 15, 2013, between SAI as the borrower, and PFSI
   as the lender, in the principal amount of $5,500,000.  The
   Debtors, the Committee and the Second Lien Noteholders have
   been in discussions regarding a proposed sharing of any
   proceeds from the Illiquid Instruments between PFSI and SAI
   estates.

* The Committee has asserted that the location of certain assets
   within the Debtors' capital structure give rise to potential
   conflicts of interest to the members of the PTL Board of
   Managers as defined in the Plan.  To resolve these potential
   conflicts, the Debtors, the Committee and the Second Lien
   Noteholders have been in discussions regarding (i) allowing the
   Committee to appoint one member of the PTL Board of Managers,
   (ii) to the extent possible, allocating assets among the
   various Debtor estates prior to confirmation to minimize
   conflicts,  and  (iii) providing a mechanism to address
   potential conflicts that may arise post confirmation.

* The Committee has asserted that, to the extent a Debtor's
   estate is solvent, creditors of the estate are entitled to
   post-petition interest on their claims. The Debtors, the
   Committee and the Second Lien Noteholders have been in
   discussions regarding whether post-petition interest is
   appropriate and, if so, the appropriate interest rate on such
   claims; and

* The Committee has asserted that the Cash Projections may not
   provide for a proper allocation of post-petition professional
   fees and other administrative expenses and has recommended an
   alternative allocation among the Debtors' estates that it
   believes more fairly allocates costs for both the post-petition
   and post-effective date periods.  The Debtors, the Committee
   and Second Lien Noteholders have been in discussions regarding
   this proposed alternative professional fee and administrative
   expense allocation.


                         Nexa
                     (in millions)

   Cash as of 3/31/13                        $0.1
   + Asset sale proceeds                     10.5
   + A/R                                      2.5
   - A/P (Postpetition)                      (2.6)
   - Professional Fees                       (1.7)
   - Cure Costs                              (0.5)
   - Loan to PWI                             (2.8)
   - Loan to PFSI                            (1.7)
                                          -------
   Ending Cash Available for Claims          $3.8
                                          =======

                          PFSI
                     (in millions)

   Cash as of 3/31/13                        $1.9
   + DTCC Share Sale                          1.2
   - A/P and Operating Costs (Postpetition)  (1.6)
   - Professional Fees                       (1.7)
   - Post Confirmation Expenses              (1.5)
   + Loan From Nexa                           1.7
                                          -------
   Ending Cash May 31st                      $1.5
                                          =======

                          PWI
                     (in millions)

   Cash as of 3/31/13                        $0.0
   - Professional Fees                       (0.7)
   - D&O Insurance*                          (2.1)
   + Loan From Nexa                           2.8
                                          -------
   Ending Cash May 31st                      $0.0
                                          =======

* This is the amount the Debtors have been quoted for the purchase
of a 3-year tail of the Debtors' existing D&O policies.  The
Debtors have been in discussions with the Committee and the Second
Lien Noteholders regarding whether this tail is necessary.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: NDV Wants Stay Lifted to Pursue Arbitration
-------------------------------------------------------------
NDV Investment Company, JM Property SP Z.O.O. SP K, and Jerzy
Mendelka filed a motion seeking to compel arbitration, including
relief from the automatic stay, so they may commence and prosecute
arbitration before the Financial Industry Regulatory Authority to
liquidate their claims against Pension Financial Services, Inc.,
Pension Worldwide, Inc. and SAI Holdings, Inc., as holding/parent
companies of Pension Financial Services, Inc. (the Arbitration
Debtors).

In the alternative, the Claimants ask the Court to exercise its
discretion and permissively abstain so the FINRA Arbitration may
commence and the Claimants may prosecute their Claims against the
Arbitration Debtors.

Without knowledge of the filing of the Chapter 11 cases, the
Claimants commenced the FINRA Arbitration by filing a statement of
claim against the Arbitration Debtors on January 30, 2013.

While the claimants acknowledge that the FINRA Arbitration against
the Arbitration Debtors is void ab initio, the FINRA Arbitration
against the arbitration respondents is not stayed and is
proceeding.

To preserve the confidentiality of the FINRA Arbitration, in
accordance with FINRA guidelines, the Claimants are seeking to
file their Motion under the seal. Copies of the Motion are being
provided without redaction to counsel to the Debtors, the
Claimants tell the Court.  Moreover, upon written request of a
party in interest for the Motion, the Claimants will coordinate
with the Debtors, and if necessary, FINRA, regarding whether the
Motion may be sent to a third party, and if so, under what terms.

The Claimants also ask the Court to enter an order shortening the
required notice period with respect to its Motion, so that this
may be heard at the next scheduled Omnibus hearing date, May 7,
2013, and for the Court to limit notice.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PHIL'S CAKE: Hearing on Cash Access Continued Until May 23
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida early
this month continued until May 23, 2013, at 1:30 p.m., the hearing
on Phil's Cake Box Bakeries, Inc.'s motion for authority to use
cash collateral.

                       About Phil's Cake

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

As of the Petition Date, Alessi's estimates that it has assets of
roughly $14.5 million and liabilities of roughly $14.7 million.
Liabilities include $5.9 million owing to Zions.  There is another
$3 million owing to the Small Business Administration and $820,000
to trade suppliers.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel.  The
petition was signed by Philip Alessi, Jr., president.

No trustee or examiner nor an official committee have yet been
appointed in the case.


PHIL'S CAKE: Taps Gregory Sharer as Certified Public Accountant
---------------------------------------------------------------
Phil's Cake Box Bakeries, Inc., last month sought permission from
the U.S. Bankruptcy Court for the Middle District of Florida to
employ Gregory, Sharer & Stuart, P.A. as certified public
accountant.

The fees for the services will be based upon the amount of time
required at Gregory Sharer standard billing rates for the
personnel working on the engagement, plus out of pocket expenses.
The firm estimates its fees for the services will be $4,500.

Daniel J. Hevia, accountant at Gregory Sharer, tells the Court
that the firm previously performed accounting services for the
Debtor including preparation of tax returns.  The firm holds a
general unsecured claim in the amount of $18,627.

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

                      About Alessi's Bakeries

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

As of the Petition Date, Alessi's estimates that it has assets of
roughly $14.5 million and liabilities of roughly $14.7 million.
Liabilities include $5.9 million owing to Zions.  There is another
$3 million owing to the Small Business Administration and $820,000
to trade suppliers.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel.  The
petition was signed by Philip Alessi, Jr., president.

No trustee or examiner nor an official committee have yet been
appointed in the case.


PICACHO HILLS: William F. Davis Approved as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Mexico early
this month authorized Picacho Hills Utility Company, Inc., to
employ William F. Davis & Associates, P.C., as attorneys to
represent the Debtor in the bankruptcy case.

The Debtor will pay the firm's attorneys at the hourly rate
of:

     $300 for William F. Davis, Esq.,
     $250 for Anne D. Goodman, Esq.,
     $200 for Andrea D. Steiling, Esq.,
     $200 for Vashti A. Lowe, Esq.,
     $175 for Nephi D. Hardman, Esq.,
      $95 for senior paralegal time,

plus costs, expenses and applicable taxes.

                    About Picacho Hills Utility

Picacho Hills Utility Company, Inc., filed a Chapter 11 petition
(Bankr. D. N.M. Case No. 13-10742) on March 7, 2013.  The Debtor
is represented by William F. Davis & Associates, P.C.  The Debtor
estimated assets of at least $10 million and debts of at least
$1 million.

PHUC is a public utility as defined by the New Mexico Public
Utility Act, Sec. 62-3-3.G. and provides water and sewer service
to approximately one thousand residences in Dona Ana County, New
Mexico.  PHUC is 100% owned by Stephen C. Blanco, who is its
president.


PM CROSS: Chapter 11 Case Summary & 2 Unsecured Creditors
---------------------------------------------------------
Debtor: PM Cross, LLC
        P.O. Box 6511
        Manchester, NH 03108

Bankruptcy Case No.: 13-11075

Chapter 11 Petition Date: April 24, 2013

Court: United States Bankruptcy Court
       District of New Hampshire Live Database (Manchester)

Debtor's Counsel: Peter N. Tamposi, Esq.
                  THE TAMPOSI LAW GROUP
                  159 Main Street
                  Nashua, NH 03060
                  Tel: (603) 204-5513
                  E-mail: peter@thetamposilawgroup.com

Scheduled Assets: $1,117,637

Scheduled Liabilities: $1,158,267

A copy of the Company's list of its two largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nhb13-11075.pdf

The petition was signed by David McCurdy, manager.


POSITIVEID CORP: Effects a 1-for-25 Reverse Stock Split
-------------------------------------------------------
PositiveID Corporation's Board of Directors has approved a reverse
split of its common stock at a ratio of 1-for-25 commencing at the
open of trading on April 23, 2013.  The Company's ticker symbol
will be PSIDD for approximately 20 trading days after the split to
designate that it is trading on a post-reverse split basis.  As a
result of the reverse stock split, the number of outstanding
common shares will be reduced to approximately 15 million shares.
No fractional shares will be issued as a result of the reverse
stock split, and stockholders who otherwise would be entitled to a
fractional share will receive, in lieu thereof, a cash payment
based on the volume weighted average price of the Company's common
stock as reported on April 22, 2013, on the Over the Counter
Bulletin Board Market.  The Company's transfer agent will provide
instructions to stockholders regarding the process for exchanging
shares.

The Company's stockholders approved the reverse split of the
Company's common stock at the annual meeting held on April 18,
2013.

Over the past two years, the Company has focused on its patented
molecular diagnostic technologies for bio-threat detection and
rapid medical testing.  The Company believes this reverse stock
split could enhance the appeal of its common stock to the
financial community, including institutional investors, potential
new strategic partners and the general investing public as it
continues to execute its business strategy.

Recent significant developments related to the Company's molecular
diagnostic technologies include:

   * In December, the Company entered into a license agreement and
     a teaming agreement, including a license fee to the Company
     of $2.5 million, with a large strategic partner providing
     them the right to sell the Company's M-BAND (Microfluidics-
     based Bioagent Networked Detector) airborne bio-threat
     detector for the U.S. Department of Homeland Security's
     ("DHS") BioWatch Generation 3 opportunity, as well as other
     opportunities in the North American market.  PositiveID
     retained exclusive rights to serve as the reagent and assay
     supplier of M-BAND systems to its partner in the U.S. market,
     and also retained the right to sell M-BAND units, reagents
     and assays in international markets.
   
   * DHS released a draft request for proposal for Stage 1 of
     BioWatch Generation 3, an autonomous biodetection system
     designed to protect the nation against biological threats.
     The final RFP for Stage 1 of BioWatch Generation 3 is
     expected to be released in the government's third quarter of
     fiscal 2013, which ends June 30th.  The Stage 1 contract is
     expected to have a performance period of 18 months.  The full
     roll-out of BioWatch Generation 3 is estimated at $3.1
     billion over the next five years.
   
   * The Company also signed a teaming agreement with a large
     government contractor to pursue the Defense Threat Reduction
     Agency Indefinite Delivery/Indefinite Quantity Multiple Award
     Contracts supporting the Weapons of Mass Destruction - Defeat
     Technology, Arms Control, and Nuclear Technology
     Electromagnetic Research and Development/Survivability and
     Infrastructure programs.  The Company will offer both its
     DragonflyTM Rapid MDx Cartridge-based diagnostic system and
     its M-BAND system as part of the teaming agreement.

William J. Caragol, Chairman and CEO of PositiveID, stated, "As we
continue to implement our strategic plan to focus on our patented
and patent pending technologies to participate in the estimated
$3.1 billion BioWatch Generation 3 opportunity and complete the
development of our innovative biological detection and diagnostics
applications, we believe increasing our price per share and
decreasing the number of common shares outstanding may make us
more attractive to new potential strategic partners and
investors."

In March, the Company published a report on market opportunities
and positioning for its M-BAND and Dragonfly technologies.  A copy
of the report is available on the Company's Web site at
http://www.positiveidcorp.com/files/M-
BAND_and_Dragonfly_Market_Opportunities_Report_2013-03-07.pdf.

Meanwhile, on April 22, 2013, the Company entered into a Letter
Agreement with VeriTeQ Acquisition Corporation.  The purpose of
this agreement is to: (1) define the level of financial support of
VeriTeQ over the months of April and May, 2013 under its existing
shared services agreement, (2) the terms under which VeriTeQ will
make repayments to the Company under the shared services agreement
and note owed by VeriTeQ to the Company, and (3) a correction to
one of the schedules to the Asset Purchase Agreement dated
Aug. 28, 2012.

                          About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID incurred a net loss of $7.99 million on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$16.48 million on $0 of revenue for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $2.41 million
in total assets, $6.17 million in total liabilities and a $3.76
million total stockholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
at Dec. 31, 2012, the Company has a working capital deficiency and
an accumulated deficit.  Additionally, the Company has incurred
operating losses since its inception and expects operating losses
to continue during 2013.  These conditions raise substantial doubt
about its ability to continue as a going concern.


R. BARKLEY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: R. Barkley Enterprises Inc.
        P.O. Box 1034
        Albertville, AL 35950-0017

Bankruptcy Case No.: 13-40789

Chapter 11 Petition Date: April 23, 2013

Court: U.S. Bankruptcy Court
       Northern District of Alabama (Anniston)

Debtor's Counsel: Tameria S. Driskill, Esq.
                  TAMERIA S. DRISKILL, LLC
                  P.O. Box 8505
                  Gadsden, AL 35902
                  Tel: (256) 546-5591
                  Fax: (256) 546-6557
                  E-mail: tamerialaw@bellsouth.net

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

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

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

The petition was signed by James Richard Barkley, president.


RADIOSHACK CORP: Widens Net Loss to $43.3 Million in Q1
-------------------------------------------------------
Radioshack Corp filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $43.3 million on $849 million of net sales and operating
revenues for the three months ended March 31, 2013, as compared
with a net loss of $8 million on $913.3 million of net sales and
operating revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $2.02
billion in total assets, $1.46 billion in total liabilities and
$561.4 million in total stockholders' equity.

The company ended the first quarter with total liquidity of $820
million, including cash and cash equivalents of $435 million and
$385 million of available credit under the $450 million asset-
based revolving credit facility that expires in January 2016.

Joseph C. Magnacca, chief executive officer, said, "In the few
weeks that I have been with the company, I have distilled several
key learnings that have led me to focus on an initial set of
priorities to begin driving our turnaround: building the right
management team, reinvigorating the store experience, and
jumpstarting our powerful brand.  While I inherited an experienced
management team, there were a couple of important roles to fill.
Last week, we announced the hiring of a new chief marketing
officer and a new senior vice president of store concepts."

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

                        http://is.gd/vtoImk

                          About Radioshack

RadioShack sells consumer electronics and peripherals, including
cellular phones.  It operates roughly 4,700 stores in the U.S. and
Mexico.  It also operates about 1,500 wireless phone kiosks in
Target stores.  The company also generates sales through a network
of 1,100 dealer outlets worldwide.  Revenues for the last 12
months' period ending June 30, 2012, were roughly $4.4 billion.

Radioshack disclosed a net loss of $139.4 million in 2012, as
compared with net income of $72.2 million in 2011.

                           *     *     *

As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured debt
ratings on Fort Worth, Texas-based RadioShack Corp. to 'CCC+' from
'B-'. The outlook is negative.

"The downgrade of RadioShack reflects our view that it will be
very difficult for the company to improve its gross margin in the
fourth quarter of this year, given the highly promotional nature
of year-end holiday retailing in the wireless and consumer
electronic categories," said Standard & Poor's credit analyst
Jayne Ross.

In the July 27, 2012, edition of the TCR, Fitch Ratings has
downgraded its long-term Issuer Default Rating (IDR) for
RadioShack Corporation to 'CCC' from 'B-'.  The downgrade reflects
the significant decline in RadioShack's profitability, which has
become progressively more pronounced over the past four quarters.


REVSTONE INDUSTRIES: Boston Finance Has Right to Credit Bid
-----------------------------------------------------------
The Bankruptcy Court last month granted Boston Finance Group,
LLC's motion (i) modifying the automatic stay to allow BFG to
exercise its rights under applicable state laws to dispose of its
collateral, including, without limitation, the right to credit bid
to acquire title to the collateral; and (ii) for adequate
protection in the Chapter 11 cases of Revstone Industries, LLC, et
al.

BFG is willing to credit bid for the collateral and has agreed
that for the purposes of its claims against US Tool & Engineering,
LLC and Revstone Industries, LLC, as the guarantor of US Tool's
obligations to BFG, that it will reduce any claims that it files
or that are scheduled in favor of BFG in the US Tool Chapter 11
case and Revstone Chapter 11 case by the amount of $675,000.

The Court ordered that any objections to the adequate protection
motion and the sale motion that are inconsistent with the relief
granted in the order are overruled.

          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.  Greenwood Forgings, LLC
disclosed $17,810,867 in assets and $11,366,138 in liabilities as
of the Chapter 11 filing.  US Tool & Engineering, LLC disclosed
$1,071,250 in assets and $10,363,938 in liabilities as of the
Chapter 11 filing.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsels to Greenwood and US Tool.  Pachulski Stang Ziehl & Jones
LLP also serves as counsel.  Rust Consulting/Omni Bankruptcy will
provide certain administrative services; and will serve as
noticing and claims agent.  Huron Consulting Services LLC will
provide a chief restructuring officer and additional personnel for
the Debtor.  The petitions were signed by George S. Homeister,
chairman.


RITE AID: Swings to $118.1 Million Net Income in Fiscal 2013
------------------------------------------------------------
Rite Aid Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$118.10 million on $25.39 billion of revenue for the year ended
March 2, 2013, as compared with a net loss of $368.57 million on
$26.12 billion of revenue for the year ended March 2, 2012.

The Company's balance sheet at March 2, 2013, showed $7.07 billion
in total assets, $9.53 billion in total liabilities and a $2.45
billion total stockholders' deficit.

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

                        http://is.gd/jDJAMp

                       About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

Rite Aid carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


RIVER ROAD: $19-Mil. Claim Cut to $52K in Settlement
----------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that the final
substantial claims dispute in River Road Hotel Partners LLC's
Chapter 11 plan was settled Wednesday, as a $19 million initial
claim was dramatically slashed down to $52,500, clearing the way
for the liquidating hotel developer to start paying its creditors.

According to the report, the agreement with EREF Mezzanine LLC was
filed in the U.S. Bankruptcy Court for the Northern District of
Illinois, and comes nearly 18 months after the Chapter 11 plan was
approved by the court in late 2011.

           About River Road Hotel & RadLAX Gateway Hotel

River Road Hotel Partners, LLC, developed and manages the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both were controlled
owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago (Bankr.
N.D. Ill. Lead Case No. 09-30029) on Aug. 17, 2009.  Based in Oak
Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.  River Road disclosed $0 in assets and $14,400,000 in
liabilities as of the Chapter 11 filing.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047) also on the same date,
estimating assets at $50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.

Adam A. Lewis, Esq., and Norman S. Rosenbaum, Esq., of Morrison
Foerster LLP of San Francisco, California; and John W. Costello,
Esq., and Mary E. Olson, Esq., of Wildman, Harrold, Allen & Dixon
LLP of Chicago, Illinois, represented Amalgamated Bank.  John
Sieger, Esq., and Andrew L. Wool, Esq., of Katten Muchin Rosenman
LLP represented U.S. Bank.

The bankruptcy judge in Chicago on July 7, 2011, signed a
confirmation order for the Chapter 11 plan for River Road.  The
plan, which was proposed by River Road's lender, Amalgamated Bank,
will give ownership in exchange for $162 million in debt.  The
lender waived its deficiency claim on taking title through the
plan.  The plan was declared effective Nov. 23, 2011.

RadLAX's case was dismissed in Sept. 2012.


SALON MEDIA: Stockholders OK Hike of Authorized Stock to $150MM
---------------------------------------------------------------
Salon Media Group, Inc.'s stockholders approved an increase in
authorized shares of common stock of the Company from 30 million
to 150 million.  The Company filed a Certificate of Amendment to
its Restated Certificate of Incorporation with the Delaware
Secretary of State to effect the amendment.

After the Certificate of Amendment was filed, the remaining common
stock of approximately 46.58 million shares that were issuable in
the Recapitalization were issued.  After (i) issuing the remaining
46.58 million shares of common stock in the Recapitalization, and
(ii) reserving (A) 1,096,676 shares of common stock for issuance
upon exercise of the remaining 1,075 shares of Series C Preferred
Stock, (B) 3,532,242 shares of common stock for issuance upon
exercise of outstanding options, and (C) 2,596,461 shares of
common stock for issuance in respect of authorized but unissued
options, the Company has 66,616,679 shares of common stock
available for future issuance for other purposes, including
financings.

                         About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.

The Company reported a net loss of $4.09 million for the
year ended March 31, 2012, a net loss of $2.58 million for fiscal
2011, and a net loss of $4.86 million for fiscal year 2010.
The Company's balance sheet at Dec. 31, 2012, showed $1.39 million
in total assets, $17.03 million in total liabilities and a $15.64
million total stockholders' deficit.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company has suffered recurring
losses and negative cash flows from operations and has an
accumulated deficit of $112.5 million at March 31, 2012, which
raise substantial doubt about the Company's ability to continue as
a going concern.


SAN BERNARDINO, CA: Projects $2.3MM Cash Surplus
------------------------------------------------
James F. Penman, the city attorney of San Bernardino, California,
wrote in the San Bernardino Sun's "Point of View" column that the
city is making progress against bankruptcy.

According to Mr. Penman, the city council on April 22 adopted a
final budget, which projects San Bernardino ending the current
fiscal year with a cash balance of $7.7 million.  This means a
$2.3 million cash surplus.

"If our office's calculations are correct, this budget may be off
by approximately $2 million. However, that still leaves a surplus
of $300,000; a substantial improvement over the $41 million
deficit projected previously," Mr. Penman wrote.

"While we are not out of the woods, and difficulties lie ahead, I
can report to you that it is now unlikely the city will dissolve.
The city is no longer in critical danger of being unable to make
payroll and your employees continue to report for work."

According to Mr. Penman, the city continues to talk with creditors
and "often reach agreements with them."

"Slowly, we have succeeded in reaching consensus with most
creditors that this city does need the protection of the federal
bankruptcy laws," he said.

A copy of Mr. Penman's article is available at http://is.gd/pEhLFX
from SBSun.com.

                   About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SAN DIEGO HOSPICE: April 30 Hearing on Motion to Appoint Trustee
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
will convene a hearing on April 30, 2013, at 10 a.m., to consider
a motion by unsecured creditors for appointment of a Chapter 11
trustee for San Diego Hospice & Palliative Care Corporation.

The Official Committee of Unsecured Creditors seeks the immediate
appointment of a Chapter 11 trustee based on the Debtor's (a)
dissipation of millions of dollars of assets in derogation of its
fiduciary duty to creditors; (b) alleged prepetition fraud against
the Medicare Program; (c) abdication of its fiduciary duty to
creditors leading to an inability of the creditors to have
confidence in the existing management to fulfill their fiduciary
duties with regard to the remaining assets of the estate; (d)
failure to adhere to the requirements of the Bankruptcy Code
postpetition; (e) conflict of interest inherent in the dual role
of the Debtor's management with regard to the Debtor and the San
Diego Hospice Foundation, Inc.; and (f) other just cause.

The Committee is represented by:

         Samuel R. Maizel, Esq.
         Teddy M. Kapur, Esq.
         Jeffrey L. Kandel, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         10100 Santa Monica Blvd., 13th Floor
         Los Angeles, CA 90067
         Tel: (310) 277-6910
         Fax: (310) 201-0760
         E-mail: smaizel@pszjlaw.com
                 tkapur@pszjlaw.com
                 jkandel@pszjlaw.com

                       About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Calif. Case No. 13-01179) in San Diego on
Feb. 4, 2013.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

The Debtor scheduled $20,369,007 in total assets and $14,888,058
in total liabilities.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.

The Debtor will sell its unused 24-bed hospice facility for $10.7
million to Scripps Health unless a better bid turns up at an April
30 auction.


SAN DIEGO HOSPICE: Squar Milner Approved as Accountants
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
authorized San Diego Hospice & Palliative Care Corporation to
employ Squar, Milner, Peterson, Miranda & Williamson, LLP as
accountants and consultants.

As reported in the Troubled Company Reporter on April 2, 2013, the
firm has a combined operating experience exceeding 75 years (Squar
Milner since 1981 and Peterson & Co. since 1951).

The firm is expected to provide various services to the Debtor,
including:

   a. analysis and consulting services regarding the Debtor's
      pre- and postpetition finances and accounting;

   b. assistance with document discovery and document production
      efforts and identification of critical documents and
      records; and

   c. assistance with preparation of the Debtor's bankruptcy
      schedule, statement of financial affairs and other
      bankruptcy-related schedules and documents.

The firm does not have a prepetition claim against the Debtor. The
Debtor paid all of the firm's invoices in full for the period from
Jan. 8, 2013 through Feb. 4, 2013:

   1. On Jan. 25, 2013, the firm was paid a retainer in the amount
      of $10,000 which was subsequently applied to its prepetition
      invoice for services rendered through Jan. 27, 2013.

   2. On Feb. 1, 2013, the firm was paid $12,928 representing
      payment in full of the remaining unpaid balance of $2,928
      on its Jan. 27, 2013 invoice, as well as an additional
      retainer of $10,000 for further services.  This second
      retainer payment was subsequently applied to an invoice
      billing for services rendered from Jan. 28, 2013 through and
      including the petition date of Feb. 4, 2013 in the amount of
      $4,065.

   3. The remaining balance of $5,935 represents a retainer for
      its postpetition services which will be applied against the
      firm's postpetition fees and expenses as allowed by the
      Court.

The firm's William H. Parker and Stacy Elledge Chiang attest that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                      About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Calif. Case No. 13-01179) in San Diego on
Feb. 4, 2013.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

The Debtor scheduled $20,369,007 in total assets and $14,888,058
in total liabilities.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.

The Debtor will sell its unused 24-bed hospice facility for $10.7
million to Scripps Health unless a better bid turns up at an April
30 auction.


SAN JOSE, CA: Council Finds It Cannot Afford to Quit CalPERS
------------------------------------------------------------
Tim Reid, writing for Reuters, reported that the City Council of
San Jose, in the heart of California's Silicon Valley, wants to
quit the state's public pension fund -- which covers its current
and former members -- because it fears it can't afford the rising
contributions.

There's just one problem, the Reuters report said.  It also can't
afford the "astonishingly high" termination fee of up to $5.7
million that the California Public Employees Retirement System is
demanding.

The catch-22 situation comes at a time when cities and states are
struggling to manage budgets because of soaring pension costs, the
Reuters report noted.

According to Reuters, the San Jose City Council voted unanimously
in January 2012 to explore terminating its relationship with
Calpers, America's biggest pension system with $256 billion in
assets. It asked for a termination figure for the 30 current and
former council members subscribed to the plan. In January 2013,
Calpers pegged the cost at between $5 million and $5.7 million, a
figure just made public.

"I was astonished," Mayor Chuck Reed told Reuters. "It was a
shock." One year ago, he said, the city council's unfunded
liability figure estimated by Calpers was about $500,000. "I was
expecting at most two or three times that as a termination
figure," Reed said.

He said the quit fee was so high that the city, America's 10th
biggest with a population of nearly 1 million, had little option
but to keep paying into Calpers for the current and former council
members, the Reuters report related. Newly elected members are
already offered a different pension plan with lower costs and
benefits, and will not pay into Calpers, Reed said. The city's
general workforce pays into different pension funds not managed by
Calpers.

Brad Pacheco, a Calpers spokesman, told Reuters that when a
termination fee is paid, cities get fully funded and guaranteed
lifetime pension payments for all members in the plan.


SCHOOL SPECIALTY: Committee Drops Motion to Terminate Exclusivity
-----------------------------------------------------------------
BankruptcyData reported that School Specialty's official committee
of unsecured creditors withdrew from the U.S. Bankruptcy Court its
motion to terminate the Debtors exclusive period the Company can
file a Chapter 11 Plan and solicit acceptances thereof.

According to the report, no explanation for the withdrawal was
provided.

Separately, the Court approved School Specialty's Disclosure
Statement for its Amended Joint Chapter 11 Plan and scheduled a
May 20, 2013 confirmation hearing, the report added.

                      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.


SHARON COBHAM: Case Summary & 12 Unsecured Creditors
----------------------------------------------------
Debtor: Sharon Jovanna Cobham, DDS, PA
        2200 Silas Creek Parkway, Ste 3A
        Winston Salem, NC 27103

Bankruptcy Case No.: 13-50514

Chapter 11 Petition Date: April 24, 2013

Court: United States Bankruptcy Court
       Middle District of North Carolina (Winston-Salem)

Debtor's Counsel: Erik Mosby Harvey, Esq.
                  CAROLINA LAW PARTNERS
                  2200 Silas Creek Parkway
                  Suite 3A
                  Winston Salem, NC 27103
                  Tel: (336) 500-0008
                  Fax: (336) 500-0011
                  E-mail: emh@carolinalawpartners.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 12 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ncmb13-50514.pdf

The petition was signed by Sharon J. Cobham, president.


SI ORGANIZATION: Moody's Lowers CFR to 'B3', Negative Outlook
-------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of The SI Organization, Inc. to B3 from B2 and assigned a B1
rating to SI's planned $45 million incremental first lien term
loan.

Proceeds of the term loan will fund a pending bolt-on acquisition.
Concurrently, the facility will be amended to loosen financial
maintenance covenant requirements. The rating outlook is changed
to stable from negative.

Ratings Downgraded:

Corporate Family, to B3 from B2

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

$40 million first lien revolver due 2015, to B1, LGD2, 26% from
Ba3, LGD2, 28%

$300 million first lien term loan due 2016, to B1, LGD2, 26% from
Ba3, LGD2, 28%

Ratings Assigned:

$45 million incremental first lien term loan due 2016, B1, LGD2,
26%

Rating Outlook:

To Stable from Negative

Ratings Rationale:

The Corporate Family Rating downgrade to B3 from B2 reflects the
modest level of free cash flow that has been achieved since the
company's leveraged buy-out of November 2010, and further
incorporates a challenging federal procurement environment that
will likely constrict operating margin levels in the near to
intermediate future. Metrics are on par with the B3 rating with
free cash flow of 2% in 2012 and 3% in 2011, and debt to revenue
exceeding 80%. Despite this rather modest free cash flow, SI is
planning to fully debt fund its pending acquisition and the
planned bank credit facility will liberalize the company's
financial maintenance covenant requirements. The company's
borrowing costs will rise. While credit statistics will probably
improve in the future, they will probably do so slowly.

The Stable rating outlook reflects that SI's strong track record
as a systems engineering and integration specialist within the
defense and intelligence communities should help to support or
slightly grow billable labor hours even though fiscal austerity
will weigh on the federal budget. Efficiency initiatives of
federal agencies could indeed suit SI's expertise. Federal
procurement reforms have forced even those highly specialized
players like SI to demonstrate lower pricing, but the company has
grown revenues in-step with other intelligence community focused
peers - a favorable consideration since other, more broadly
focused, contractors across the federal space are and will
continue experiencing volume declines. Although SI is bidding more
widely now than it has in the past, which adds administrative
overhead, cost actions undertaken within the past year should
support competitiveness. Low annual debt amortization requirements
and the less demanding maintenance covenant provisions upcoming
help the liquidity outlook. Bolstering the liquidity position
gives SI more maneuvering room to best navigate what could become
a choppy operating environment as sequestration funding caps take
hold across 2014 and the May 19th U.S. debt ceiling limit
approaches.

The rating would be upgraded with expectation of better free cash
flow generation and declining financial leverage. Expectation of
debt to EBITDA of 6x or less with free cash flow to debt in the
high single digit percentage range would add upward rating
momentum. The rating would be downgraded with a lack of credit
metric improvement, continuation of low free cash flow generation
or weakening liquidity.

The principal methodology used in this rating was the Global
Aerospace and Defense Industry Methodology published in June 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.

The SI Organization, Inc. provides advanced systems engineering
and integration services to U.S. government intelligence agencies
as well as related modeling, simulation, analysis and risk
mitigation services. Revenues over 2012 were about $690 million.
The company is majority-owned by entities of Veritas Capital.


SOUTH PROCYON: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: South Procyon Avenue, LLC
        6430 South Procyon St.
        Las Vegas, NV 89118

Bankruptcy Case No.: 13-13516

Chapter 11 Petition Date: April 24, 2013

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

Judge: Bruce A. Markell

Debtor's Counsel: Amanda M. Perach, Esq.
                  Ryan J. Works, Esq.
                  MCDONALD CARANO WILSON
                  2300 West Sahara Avenue
                  Suite 1000
                  Las Vegas, NV 89102
                  Tel: (702) 873-4100
                  Fax: (702) 873-9966
                  E-mail: aperach@mcdonaldcarano.com
                          rworks@mcdonaldcarano.com

Scheduled Assets: $1,725,000

Scheduled Liabilities: $7,143,758

A copy of the Company's list of its four unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/nvb13-13516.pdf

The petition was signed by Charles J. Horky, trustee, Charles J.
Horky III Family Trust (managing member).


SPIN HOLDCO: Moody's Rates Proposed Senior Credit Facility 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and B3-PD Probability of Default Rating to Spin Holdco, Inc., a
laundry service provider. At the same time, Moody's assigned a B2
rating to Spin Holdco's first lien senior secured credit facility,
consisting of a $75 million revolver due 2018 and a $770 million
term loan due in 2019.

Proceeds will be used, together with a $325 million unrated
second-lien term loan and equity of $270 million contributed by
Pamplona Capital Partners III, L.P., to repay all of the existing
debt of Coinmach Service Corp. (a Spin Holdco subsidiary) and to
purchase and combine both Coinmach and a smaller entity that is in
a related line within its route based business platform. The
rating outlook is stable.

The following rating actions were taken:

Corporate Family Rating of B3 assigned to Spin Holdco;

Probability of Default Rating of B3-PD assigned to Spin Holdco;

$770 million first lien senior secured term loan due 2019 of Spin
Holdco assigned a B2, LGD3-35%;

$75 million first lien senior secured revolving credit facility
due 2018 of Spin Holdco assigned a B2, LGD3-35%;

Existing Corporate Family and Probability of Default ratings of
Caa1 and Caa1-PD, respectively, on Coinmach Service Corp. will be
withdrawn at closing;

Existing B3 ratings on Coinmach Service Corp's $50 million
existing senior secured revolving credit facility due 2013 and
$775 million existing senior secured term loan facility due 2014
will be withdrawn at closing;

Existing Caa3 rating on Coinmach Service Corp's $186 million
existing senior unsecured notes due 2015 will be withdrawn at
closing;

The rating outlook on Spin Holdco is stable.

Ratings Rationale:

The B3 Corporate Family Rating assigned to Spin Holdco reflects
Moody's expectation for a) minimal free cash flow generation over
the next 12 to 18 months, b) weak adjusted interest coverage, as
measured by (EBITDA - capex)/ interest expense, and c) net losses
over the next 12-18 months. In addition, Moody's expects the
company's propensity to grow via debt-financed acquisitions will
keep pressure on adjusted debt leverage.

At the same time, the B3 corporate family rating acknowledges Spin
Holdco's stable revenue stream. Its track record and stability are
driven by its large installed equipment base, geographic
diversity, and long-term contracts in a business that tends to be
relatively protected from the general economic cycle. As a result,
revenues and EBITDA are fairly predictable. The U.S. rental
vacancy rate has fallen from the high reached in the second half
of 2009 and continues to improve. These factors, coupled with the
company's size, economies of scale, and proven ability to raise
vend prices, will continue to offset the impact of economic
uncertainty. In addition, the combination of Spin Holdco's
operations with that of a related business offers additional
diversification benefits and the opportunity to reap some
significant synergy gains.

The rating also considers the company's adequate liquidity,
supported by a new $75 million senior secured revolver which will
be undrawn at closing, and an extended maturity profile, with no
debt maturities until 2018. The company will be subject to a
springing net first-lien leverage ratio under its revolver. The
covenant will only be tested if utilization under the revolver
exceeds 20% of the facility amount.

The stable outlook reflects the company's steady, recurring
revenue stream as well as slowly improving unemployment rates that
will eventually benefit Spin Holdco's machine usage and EBITDA
generation.

The ratings could be upgraded if the company delevers to below
5.0x adjusted debt-to- EBITDA; and if adjusted interest coverage,
as measured by (EBITDA- capex)/ interest expense, exceeds 1.75x,
all on a sustained basis.

The ratings could be downgraded if both the company's adjusted
debt to EBITDA were to exceed 6.5x and adjusted interest coverage,
as measured by (EBITDA- capex)/ interest expense, were to decline
below 1.0x for a lengthy period of time.

The first-lien senior secured credit facility is notched above the
corporate family rating because it benefits from a collateral
package that consists of 1) a first-lien on all assets; 2)
upstream guarantees from Spin Holdco's domestic operating
subsidiaries and downstream guarantees from Spin Holdco's parent
company, and 3) the loss absorption provided by the unrated junior
debt (second-lien term loan) in the amount of $325 million.

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

Spin Holdco, Inc., which itself is a wholly owned subsidiary of
CSC ServiceWorks, Inc., is the single largest provider of
outsourced laundry services for multi-family housing properties in
North America through its Coinmach Service Corp. subsidiary. The
company operates three business segments: a route business, which
provides coin and card operated laundry services to owners of
multi-family properties, and to a lesser extent, services and
collects other route based equipment such as air and vacuum
vending machines through its Air Valet division; a rental
business, which leases laundry machines and other household
appliances; and a distribution business, which involves
constructing or retrofitting turnkey retail laundromats. As part
of this transaction, a fund owned by the private equity firm of
Pamplona Capital Management will acquire both Coinmach and a
related business. Trailing 12-month revenues through December 31,
2012 for Coinmach were $578 million.


SPRINT NEXTEL: Incurs $643 Million Net Loss in First Quarter
------------------------------------------------------------
Sprint Nextel Corp. reported a net loss of $643 million on $8.79
billion of net operating revenues for the quarter ended March 31,
2013, as compared with a net loss of $863 million on $8.73 billion
of net operating revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed $50.75
billion in total assets, $44.28 billion in total liabilities and
$6.47 billion in total shareholders' equity.

"This is a transformative year for Sprint and we've gotten off to
a good start," said Dan Hesse, Sprint CEO.  "Record Sprint
platform service revenue and subscriber levels fueled our
performance.  We achieved significant Adjusted OIBDA* growth while
investing heavily to improve our network, expanding our 4G LTE
footprint and offering customers the best smartphones with truly
unlimited data plans."

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

                        http://is.gd/My58aI

                     Amendment to Schedule 13E-3

An fifth amendment to Rule 13E-3 Transaction Statement on Schedule
13E-3 was jointly filed by Clearwire Corporation, Sprint Nextel
Corporation, Sprint HoldCo, LLC, SN UHC 1, Inc., SN UHC 4, Inc.,
and Collie Acquisition Corp., in connection with the Agreement and
Plan of Merger, dated as of Dec. 17, 2012, by and among Clearwire,
Sprint and Merger Sub.

If the Merger Agreement is adopted by Clearwire's stockholders,
Merger Sub will merge with and into Clearwire, with Clearwire
continuing as the surviving corporation.  In the Merger, each
issued and outstanding share of Class A common stock of Clearwire,
par value $0.0001 per share will automatically be converted into
the right to receive $2.97 per share in cash, without interest,
less any applicable withholding taxes.  In addition, Intel Capital
Wireless Investment Corporation 2008A, a Delaware corporation and
the only holder of Class B common stock of Clearwire other than
Clearwire, Sprint and Sprint's affiliates, has elected to
irrevocably exchange, immediately prior to the effective time of
the Merger, all of its Class B Interests into shares of Class A
Common Stock, which will then automatically convert into the right
to receive the Merger Consideration at the effective time of the
Merger.

Concurrently with the filing of this Amendment No. 5 to Schedule
13E-3, Clearwire is filing a definitive proxy statement under
Section 14(a) of the Securities Exchange Act of 1934, as amended,
pursuant to which the Clearwire board of directors is soliciting
proxies from stockholders of Clearwire in connection with the
Merger, including to adopt the Merger Agreement.

A copy of the Fifth Amendment is available for free at:

                        http://is.gd/ECMJIs

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

Sprint Nextel incurred a net loss of $4.32 million in 2012, a net
loss of $2.89 million in 2011, and a net loss of $3.46 million in
2010.

                        Bankruptcy Warning

"If the Merger Agreement terminates and we are unable to raise
sufficient additional capital to fulfill our funding needs in a
timely manner, or we fail to generate sufficient additional
revenue from our wholesale and retail businesses to meet our
obligations beyond the next twelve months, our business prospects,
financial condition and results of operations will likely be
materially and adversely affected, substantial doubt may arise
about our ability to continue as a going concern and we will be
forced to consider all available alternatives, including a
financial restructuring, which could include seeking protection
under the provisions of the United States Bankruptcy Code," the
Company said in its annual report for the period ended Dec. 31,
2012.

On Dec. 17, 2012, the Company entered into an agreement and plan
of merger pursuant to which Sprint agreed to acquire all of the
outstanding shares of Clearwire Corporation Class A and Class B
common stock not currently owned by Sprint, SOFTBANK CORP., which
or their affiliates.  At the closing, the outstanding shares of
common stock will be canceled and converted automatically into the
right to receive $2.97 per share in cash, without interest.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


STARCO VENTURES: Case Summary & 6 Unsecured Creditors
-----------------------------------------------------
Debtor: Starco Ventures, Inc.
        13799 Park Boulevard #263
        Seminole, FL 33776

Bankruptcy Case No.: 13-05326

Chapter 11 Petition Date: April 24, 2013

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Leon A. Williamson, Jr., Esq.
                  LEON A. WILLIAMSON, JR., P.A.
                  306 S. Plant Avenue, Ste. B
                  Tampa, FL 33606
                  Tel: (813) 253-3109
                  Fax: (813) 253-3215
                  E-mail: leon@lwilliamsonlaw.com

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

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

A copy of the Company's list of its six largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/flmb13-5326.pdf

The petition was signed by Antoinette Van Putte, president.


STREAMTRACK INC: Incurs $1.8-Mil. Net Loss in Fiscal 2013 Q2
------------------------------------------------------------
StreamTrack, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $964,200 on $381,177 of revenues for the
three months ended Feb. 28, 2013, compared with a net loss of
$289,649 on $602,657 of revenues for the three months ended
Feb. 29, 2012.

The Company reported a net loss of $1.8 million on $866,214 of
revenues for the six months ended Feb. 28, 2013, compared with a
net loss of $289,649 on $602,657 of revenues for the period from
inception, Nov. 30, 2011, to Feb. 29, 2012.

The Company's balance sheet at Feb. 28, 2013, showed $1.5 million
in total assets, $4.3 million in total liabilities, and a
stockholders' deficit of $2.8 million.

"For the three and six months ended Feb. 28, 2013, the Company
recorded a net loss of $964,200 and $1,830,191, respectively.  The
net losses indicate that the Company may have difficulty
continuing as a going concern."

A copy of the Form 10-Q is available at http://is.gd/XV6VdR

Santa Barbara, California-based StreamTrack, Inc., is a digital
media and technology services company.  The Company provides audio
and video streaming and advertising services through the
RadioLoyalty? Platform to over 1,300 internet and terrestrial
radio stations and other broadcast content providers.


SYNAGRO TECHNOLOGIES: Wins Approval of $30-Mil. DIP Financing
-------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a Delaware
bankruptcy judge on Thursday gave interim approval to private
equity-owned Synagro Technologies Inc.'s $30 million debtor-in-
possession facility and signed off on a slate of other first-day
motions to keep the waste management company humming while it
moves toward a Section 363 sale.

According to the report, owned by Carlyle Group LP, Synagro
entered Chapter 11 on Wednesday with a DIP package in place and
EQT Infrastructure II LP lined up as a $455 million stalking horse
bidder.

                    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: Case Summary & Creditors List
---------------------------------------------------
Debtor: Synagro Technologies, Inc.
          aka RPM Marketing, Inc.
              Silver Hills Consolidated Mining Corp.
              N-Viro Recover, Inc.
        1800 Bering Drive, Suite1000
        Houston, TX 77057

Bankruptcy Case No.: 13-11041

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                          Case No.
        ------                          --------
Synagro-WWT, Inc.                       13-11042
ST Interco, Inc.                        13-11043
Synagro Central, LLC                    13-11044
Synagro Northeast, LLC                  13-11045
Synagro South, LLC                      13-11046
Synagro West, LLC                       13-11047
Synagro Drilling Solutions, LLC         13-11048
Synagro-WCWNJ, LLC                      13-11049
South Kern Industrial Center, LLC       13-11050
Synagro - Connecticut, LLC              13-11051
Synagro Woonsocket, LLC                 13-11052
Synagro Texas, LLC                      13-11053
Providence Soils, LLC                   13-11054
Synagro Detroit, LLC                    13-11055
Synagro Hypex, LLC                      13-11057
Synagro Product Distribution, LLC       13-11058
Synagro of California, LLC              13-11059
Synagro of Minnesota-Rehbein, LLC       13-11060
Environmental Protection & Improvement  13-11061
Company, LLC
Synagro of Texas - CDR, Inc.            13-11062
Earthwise Organics, LLC                 13-11063
Synagro Composting Company of           13-11064
California, LLC
Drilling Solutions, LLC                 13-11065
NETCO - Waterbury, LP                   13-11066
New Haven Residuals, LP                 13-11067
Synagro Management, LP                  13-11068
Soaring Vistas Properties, LLC          13-11069
New York Organic Fertilizer Company     13-11070
Synatech Holdings, Inc.                 13-11071

Chapter 11 Petition Date: April 24, 2013

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtors' Counsel: Mark S. Chehi, Esq.
                  SKADDEN ARPS SLATE MEAGHER & FLOM, LLP
                  One Rodney Square, P.O. Box 636
                  Wilmington, DE 19899-0636
                  Tel: (302) 651-3000
                  Fax: (302) 651-3160
                  E-mail: mark.chehi@skadden.com

Debtors'
Investment
Banker:           EVERCORE GROUP, LLC

Debtors'
Financial
Advisor:          ALIXPARTNERS

Debtors'
Communications
And Public Relations
Consultants:      SITRICK AND COMPANY

Debtors'
Claims and
Noticing Agent:   KURTZMAN CARSON CONSULTANTS, LLC

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

Lead Debtor's
Estimated Debts: $100,000,001 to $500,000,000

The petitions were signed by Joseph L. Page, vice president and
secretary.

Debtors' Consolidated List of List of 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
U.S. Bank                          Second Lien        $100,442,000
c/o Lisa Dolan
214 North Tryon Street, 26th Floor
Charlotte, NC 28202

Waste Management                   Trade Debt             $585,663
c/o Jacquie Mills
1001 Fannin Street, Suite 4000
Houston, TX 77002

Automotive Rentals, Inc.           Trade Debt             $583,198
4001 Leadenhall Road
Mount Laurel, NJ 08054

City of Waterbury                  Trade Debt             $474,046
235 Grand Street
Waterbury, CT 06702

All State Construction, Inc.       Trade Debt             $382,667
449 Cooke Street
Farmington, CT 06032

City of Woonsocket                 Trade Debt             $325,409
c/o Susan D. Menard, mayor
169 Main Street
Woonsocket, RI 02895

Lofton Staffing Services           Trade Debt             $316,785
9700 Richmond Avenue, Suite 151
Houston, TX 77042

CSX Transportation                 Trade Debt             $301,703
500 Water Street, 15th Floor
Jacksonville, FL 32202

Castle Bronx Terminals             Trade Debt             $279,255
500 Mamaroneck Avenue
Harrison, NY 10528

G.I.C. Corporation                 Trade Debt             $244,399

Norfolk Southern Corporation       Trade Debt             $197,576

Gatx Rail, a division of Gatx      Trade Debt             $190,450

Municipal Maintenance Co. Inc.     Trade Debt             $102,771

Advanced Disposal Services         Trade Debt              $89,813

WPCA                               Trade Debt              $89,198

Rumpke                             Trade Debt              $88,131

W M Lyles Co.                      Trade Debt              $88,107

McCarty Road Landfill Texas, LP    Trade Debt              $79,707

Industrial Steam                   Trade Debt              $79,211

Union County Landfill              Trade Debt              $79,125

Energy Electric Company, Inc.      Trade Debt              $67,753

Greer Industries ICC               Trade Debt              $67,031

BFI ? CMS Landfill                 Trade Debt              $66,566

Jerrod A. Jess                     Trade Debt              $64,403

Santa Buckley Energy, Inc.         Trade Debt              $61,389

Kochergen Farms Composting         Trade Debt              $61,031

Unum Life Insurance                Trade Debt              $60,917

CBI Services, Inc.                 Trade Debt              $60,084

Ryan, LLC                          Trade Debt              $58,095

A&L Eastern Agricultural           Trade Debt              $57,351
Laboratories, Inc.


SYNAGRO TECHNOLOGIES: Chap. 11 No Immediate Impact on Fitch Rating
------------------------------------------------------------------
Fitch Ratings believes that the recent bankruptcy filing of
Synagro Technologies Inc. (STI) will not immediately affect the
credit quality of Synagro-Baltimore LLC (series 2008 A revenue
refunding bonds rated 'BBB+' by Fitch) or Philadelphia Project
Finance, LLC (series 2009 sewage sludge disposal revenue bonds
rated 'BBB'). The Rating Outlook for Synagro-Baltimore LLC and
Philadelphia Project Finance, LLC (collectively, the project
companies) remains Stable.

Fitch believes there is no imminent risk that the project
companies' credit quality will be affected by STI's Chapter 11
bankruptcy filing, which named a number of STI's subsidiaries but
excluded the indirectly-owned project companies. Fitch cannot
predict whether any of STI's creditors will seek substantive
consolidation of the project companies as part of the STI
bankruptcy. The project companies have been organized as
bankruptcy-remote, special-purpose vehicles, mitigating the
potential for substantive consolidation.

STI announced that EQT Infrastructure II (EQT), a European private
equity fund, has agreed to purchase substantially all of STI's
assets. STI states that the bankruptcy filing is intended to
reorganize STI's capital structure and facilitate the sale to EQT.
STI's voluntary petition for reorganization was filed in the U.S.
Bankruptcy Court for the District of Delaware.

The project companies are special-purpose vehicles created to own
and operate sludge-processing facilities that provide disposal
services to their respective municipalities under availability-
based, fixed price service agreements. STI is the largest recycler
of organic residuals in the United States. STI serves over 600
water and wastewater treatment facilities and manages over 350 dry
tons of municipal biosolids per day through thermal drying and
pelletization processes.


SYNAGRO TECHNOLOGIES: Moody's Downgrades PDR After Ch. 11 Filing
----------------------------------------------------------------
Moody's Investors Service lowered Synagro Technologies'
probability of default rating (PDR) to D-PD from Caa3-PD following
the company's bankruptcy filing on April 24, 2013. Moody's
affirmed the Caa3 corporate family, Caa2 first lien term loan, and
Ca second lien term loan ratings.

Moody's plans to withdraw all Synagro ratings by the end of April
2013, consistent with the policy for companies operating under
bankruptcy protection.

Ratings:

Corporate Family Rating: Affirmed at Caa3

Probability of Default Rating: Lowered to D-PD from Caa3

First Lien Term Loan: Affirmed at Caa2 LGD 3/37%

Second Lien Term Loan: Affirmed at Ca LGD5/86%

Ratings Rationale:

The lowering of the probability of default rating to D-PD follows
the April 24, 2013 bankruptcy filing by Synatech Holdings, Inc.
and its subsidiary Synagro Technologies, Inc. and guarantor
subsidiaries. The company made this filing in the context of an
agreement to sell the company's assets to a fund affiliated with
EQT, a Europe headquartered private equity manager. Of note, the
company's special purpose entities which own specific waste
treatment facilities included in the sale did not file for
bankruptcy. Under provision 363 of the bankruptcy code, the buyer
will purchase the assets for $455 million, gross of fees and debt
assumed.

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

Synagro Technologies, Inc., based in Houston, Texas, is a recycler
of bio-solids and other organic residuals in the U.S. Revenue in
2012 was $319 million and the total debt balance on December 31,
2012 was $502 million. The company is majority-owned by entities
of The Carlyle Group.


TARGETED MEDICAL: Reports $2.8 Million Revenue in 1st Quarter
-------------------------------------------------------------
Targeted Medical Pharma, Inc., reported unaudited revenue of
$2,811,000 for the first quarter ended on March 31, 2013, a 104%
increase from the $1,375,000 reported for the same period of the
prior year and increased from $2,396,000 of the fourth quarter of
2012.

"We continued to experience steady growth of new markets
nationally, and an increase in both prescribing and insurance
reimbursements for our high value medications," said chief
executive and chief science officer William Shell, M.D.  "Our
proprietary medical foods are becoming more widely prescribed as
they are appealing to both physicians and patients who are in need
of safe and efficacious medications for the treatment of complex
disease states."

2013 Strategic Initiatives

The key initiatives the Company intends to pursue to continue
accelerating revenue growth for fiscal year 2013 are:

* Expand sales and marketing efforts to increase
     - prescribing in the Workers' Compensation markets
     - prescribing in the private insurance markets
     - prescribing in the Medicare and Medicaid markets
* Conduct additional clinical trials for current and pipeline
  products

* Continue development of new products for neuropathy, chronic
  anemia, asthma, and diabetes

"This was our 5th consecutive quarter of growth and our most
exceptional to date," said David S. Silver, M.D., Targeted Medical
Pharma's president and chief operating officer.  "The growing
demand for our prescription medications by both patients and
physicians who have long sought alternatives to more dangerous
prescription drugs has helped support this sustained growth."

The Company also filed with the SEC a presentation that it expects
to provide to potential investors, a copy of which is available
for free at http://is.gd/70eU8U

                      About Targeted Medical

Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and commercializes
nutrient- and pharmaceutical-based therapeutic systems.

Targeted Medical disclosed a comprehensive loss of $9.58 million
on $7.29 million of total revenue for the year ended Dec. 31,
2012, as compared with a comprehensive loss of $4.18 million on
$8.81 million of total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed
$11.77 million in total assets, $13.77 million in total
liabilities, and a $2 million total shareholders' deficit.

EFP Rotenberg, LLP, in Rochester, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has losses for the year ended Dec. 31, 2012,
totaling $9,586,182 as well as accumulated deficit amounting to
$13,684,789.  Further the Company does not have adequate cash and
cash equivalents as of Dec. 31, 2012, to cover projected operating
costs for the next 12 months.  As a result, the Company is
dependent upon further financing, related party loans, development
of revenue streams with shorter collection times and accelerating
collections on the Company's physician managed and hybrid revenue
streams.


TCB PROPERTY: Case Summary & 5 Unsecured Creditors
--------------------------------------------------
Debtor: TCB Property Management Corp.
        P.O. Box 280018
        Tampa, FL 33682

Bankruptcy Case No.: 13-11285

Chapter 11 Petition Date: April 23, 2013

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

Debtor's Counsel: Joel M. Shafferman, Esq.
                  SHAFFERMAN & FELDMAN, LLP
                  18 East 41st Street, Suite 1201
                  New York, NY 10017
                  Tel: (212) 509-1802
                  Fax: (212) 509-1831
                  E-mail: joel@shafeldlaw.com

Scheduled Assets: $5,000,000

Scheduled Liabilities: $2,057,227

The Company's list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb13-11285.pdf

The petition was signed by Mr. Kenneth Collado.


THAPAN GROUP: Case Summary & 5 Unsecured Creditors
--------------------------------------------------
Debtor: Thapan Group, LLC
        722 Forest Road
        Northford, CT 06472

Bankruptcy Case No.: 13-30743

Chapter 11 Petition Date: April 23, 2013

Court: U.S. Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Joel B. Rosenthal

Debtor's Counsel: Neil Crane, Esq.
                  LAW OFFICES OF NEIL CRANE, LLC
                  2679 Whitney Avenue
                  Hamden, CT 06518
                  Tel: (203) 230-2233
                  Fax: (203) 230-8484
                  E-mail: neilcranecourt@neilcranelaw.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 five largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ctb13-30743.pdf

The petition was signed by Nalini Y. Patel, member manager.


TRINITY COAL: Gets Final Approval to Pay Critical Vendors
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky, in
a final order, authorized Trinity Coal Corporation, et al., to pay
certain pre-relief claims of critical vendors.

The Court also ordered that for the identified critical vendors
only, if there are any additional claims of the critical vendors,
the Debtors may pay any or all of such additional claims, up to a
maximum aggregate amount of $200,000, so long as either (i) the
Committee has given its prior consent to any the payments or (ii)
the payments are authorized by further order of the Court.

The Debtors previously obtained an interim order authorizing
payment of certain claims of 10 critical vendors.

In the motion, the Debtors assured the Court that the aggregate
amount of these Critical Vendors payments won't exceed $652,000 in
total.  According to the Debtors, there is an excess of $30
million owing to trade creditors for goods and services provided
to the Debtors prior to the commencement of the Chapter 11 cases.
The Debtors said that the Vendor Claims Cap is relatively small in
light of the total amount of vendor claims the Debtors anticipate
to be asserted against them in the Chapter 11 cases, which is
estimated to be over $30 million.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted these involuntary cases to
voluntary Chapter 11 cases.


TRINITY COAL: Members of Unsecured Creditors Committee
------------------------------------------------------
Samuel K. Crocker, U.S. Trustee for Region 8, last month appointed
four creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Trinity Coal Corporation, et
al.

The Committee comprises of:

         1. Austin Powder Company, Interim Chair
            Attn: David True, President
            25800 Science Park Drive
            Cleveland, OH 44122
            Tel: (216) 839-5440
            E-mail:dave.true@austinpowder.com

      2. Duke Energy Carolinas, LLC
         Attn: Eric M. Cavanaugh, associate general counsel
               Duke Energy Corporation
         526 South Church Street
         Charlotte, NC 28202
         Tel: (317) 838-2081
         E-mail: eric.cavanaugh@duke-energy.com

      3. Whayne Supply Company
         Attn: Kevin Lee, treasurer and general credit manager
         1400 Cecil Avenue
         Louisville, KY 40211-1626
         Tel: (502) 774-4441
         E-mail: kevin_lee@whayne.com

      4. Central Contracting, Inc.
         Attn: Steve Cvechko, President
         P.O. Box 1485
         St. Albans, WV 25177
         Tel: (304) 722-4939
         E-mail: stevec@ccentralc.com

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted these involuntary cases to
voluntary Chapter 11 cases.


TRINITY COAL: Wants to Hire D.J. Geiger as Mining Consultant
------------------------------------------------------------
Trinity Coal Corporation, et al., ask the U.S. Bankruptcy Court
for the Eastern District of Kentucky for permission to employ D.J.
Geiger & Co., LLC as mining consultant effective as of March 25,
2013.

D.J. Geiger will provide management expertise skilled in mine
reclamation and mine operations consistent with regulatory
requirements and assist with the sale of assets in the Debtors'
Chapter 11 proceedings.

Subject to the Court's approval, D.J. Geiger & Co. will not be
required to file interim fee applications pursuant to Section 331
of the Bankruptcy Code and can be paid in accordance with the
consulting agreement.  When its services are concluded, D.J.
Geiger & Co. will file a final fee application with the Court.

To the best of the Debtors' knowledge, D.J. Geiger is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted these involuntary cases to
voluntary Chapter 11 cases.


UNI-PIXEL INC: Obtains $44 Million From Public Offering
-------------------------------------------------------
Uni-Pixel, Inc., has closed its previously-announced underwritten
public offering of 1,195,000 common shares, and the exercise of
the over-allotment option to purchase an additional 179,250 common
shares, at a price to the public of $32.00 per share for gross
proceeds to the company of $44 million.  Uni-Pixel intends to use
the proceeds from the offering for working capital and general
corporate purposes.

Cowen and Company, LLC, and Craig-Hallum Capital Group LLC acted
as joint book-running managers for the offering.

A shelf registration statement (File No. 333-181656) relating to
these securities was previously filed with, and declared effective
by, the U.S. Securities and Exchange Commission, and a
registration statement registering additional securities of the
same class for the same offering was filed with the U.S.
Securities and Exchange Commission (File No. 333-187975) pursuant
to Rule 462(b) under the Securities Act of 1933, as amended.  A
preliminary prospectus supplement related to the offering was
filed with the U.S. Securities and Exchange Commission on
April 17, 2013.  A final prospectus supplement related to the
offering was filed with the U.S. Securities and Exchange
Commission on April 18, 2013.  Copies of the final prospectus
supplement and accompanying prospectus relating to the offering
may be obtained by contacting Cowen and Company, LLC c/o
Broadridge Financial Services, 1155 Long Island Avenue, Edgewood,
NY,11717, Attn: Prospectus Department, Phone: 631-274-2806, Fax:
631-254-7140; or from Craig-Hallum Capital Group LLC, 222 South
Ninth Street, Suite 350, Minneapolis, MN 55402, by calling 612-
334-6300, or by emailing bart.federak@craig-hallum.com.  An
electronic copy of the final prospectus supplement and
accompanying prospectus relating to the offering is available on
the website of the SEC at www.sec.gov.

                       About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $14.71 million in total
assets, $348,683 in total liabilities and $14.36 million in total
shareholders' equity.

"As of December 31, 2012, we had a cash balance of approximately
$13.0 million and working capital of $12.8 million.  We project
that current cash reserves will sustain our operations through at
least December 31, 2013, and we are not aware of any trends or
potential events that are likely to adversely impact our short
term liquidity through this term.  We expect to fund our
operations with our net product revenues from our commercial
products, cash and cash equivalents supplemented by proceeds from
equity or debt financings, and loans or collaborative agreements
with corporate partners, each to the extent necessary," according
to the Company's annual report for the year ended Dec. 31, 2012.


UNIGENE LABORATORIES: VPC Closes Auction of Peptelligence Assets
----------------------------------------------------------------
Unigene Laboratories, Inc., said that on April 16, 2013, Victory
Park Capital Advisors, LLC, held a public auction conducted in
accordance with Article 9 of the Uniform Commercial Code (UCC) for
the sale of certain of Unigene's assets that secure approximately
$56.7 million in senior secured notes issued to affiliates of VPC
by Unigene.  The assets concerned include Unigene's
PeptelligenceTM drug delivery and recombinant manufacturing
platforms and all other assets that comprised the Company's
Biotechnologies Strategic Business Unit (SBU).  The holders of the
senior secured notes made a credit bid of $15 million and, at the
conclusion of the public auction, were deemed the highest bidder
for the assets.  The assets are to be acquired by an affiliate of
VPC in exchange for the satisfaction and discharge of $15 million
outstanding under the senior secured notes.  The closing of the
sale of the assets is anticipated to occur promptly.  After
accounting for the credit bid, approximately $41.7 million will
remain outstanding under the senior secured notes.

The assets of the Company not acquired during the public sale will
consist of the therapeutic assets comprising the Company's
Therapeutics SBU, including Fortical(R) nasal spray; oral
calcitonin, licensed to Tarsa Therapeutics, Inc.; UGP302, being
developed for the treatment of diabetes via a joint venture with
Nordic BioScience; oral PTH; and the anorexigenic agent UGP281.
All of these assets will remain with the Company.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene disclosed a net loss of $34.28 million on $9.43 million of
total revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $7.09 million on $20.50 million of total revenue
during the prior year.  The Company incurred a $32.53 million net
loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $11.31
million in total assets, $110.05 million in total liabilities and
a $98.73 million total stockholders' deficit.

Grant Thornton LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has incurred a net loss of $34,286,000 during the year
ended Dec. 31, 2012, and, as of that date, has an accumulated
deficit of approximately $216,627,000 and the Company's total
liabilities exceeded total assets by $98,740,000.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

"We had cash flow deficits from operations of $3,177,000 for the
year ended December 31, 2012, $6,766,000 for the year ended
December 31, 2011 and $1,669,000 for the year ended December 31,
2010.  Our cash and cash equivalents totaled approximately
$3,813,000 on December 31, 2012.  Based upon management's
projections, we believe our current cash will only be sufficient
to support our current operations through approximately March 31,
2013.  Therefore, we need additional sources of cash in order to
maintain all or a portion of our operations.  We may be unable to
raise, on acceptable terms, if at all, the substantial capital
resources necessary to conduct our operations.  If we are unable
to raise the required capital, we may be forced to close our
facilities and cease our operations.  If we are unable to resolve
outstanding creditor claims, we may have no other alternative than
to seek protection under available bankruptcy laws.  Even if we
are able to raise additional capital, we will likely be required
to limit some or all of our research and development programs and
related operations, curtail development of our product candidates
and our corporate function responsible for reviewing license
opportunities for our technologies."


UNIVERSAL HEALTH: Soneet Kapila Named Chapter 11 Trustee
--------------------------------------------------------
Soneet Kapila was appointed last week as Chapter 11 Trustee for
the bankruptcy estate of the parent company of Universal Health
Care Group.  Jeff Harrington, writing for Tampa Bay Times, reports
that Mr. Kapila, 60, a Fort Lauderdale CPA and bankruptcy trustee
veteran talked with the Tampa Bay Times about the job ahead,
including going after the third-party managed care company run by
Universal founder Akshay Desai to help pay back creditors.

According to the interview, Mr. Kapila expects the process to be
long.  "I will need to investigate . . . any potential assets that
can be recovered by any litigation. That requires a fair amount of
investigation. We will receive that initial (assessment) over the
next weeks, maybe months, and do an analysis of any recovery
actions," he said in the interview.

Some excerpts of the interview are available at
http://is.gd/N4GbItfrom Tampa Bay Times.

                   About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.


WASHINGTON AVENUE: Case Summary & 3 Unsecured Creditors
-------------------------------------------------------
Debtor: Washington Avenue Murrieta, LLC
        7 Argonaut
        Aliso Viejo, CA 92656

Bankruptcy Case No.: 13-13587

Chapter 11 Petition Date: April 23, 2013

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

Judge: Catherine E. Bauer

Debtor's Counsel: Jeffrey S. Benice, Esq.
                  LAW OFFICES OF JEFFREY S. BENICE, APLC
                  650 Town Center Drive, Suite 1300
                  Costa Mesa, CA 92626
                  Tel: (714) 641-3600
                  Fax: (714) 641-3604
                  E-mail: jsb@jeffreybenice.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its three largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-13587.pdf

The petition was signed by Dan Harkey, president of Pont Center
Financial, management company.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Point Center Financial, Inc.          13-11495            02/19/13


WCI COMMUNITIES: Hires Banks for IPO Later This Year
----------------------------------------------------
Olivia Oran, writing for Reuters, reported that WCI Communities
has hired banks for an initial public offering later this year,
according to two sources familiar with the matter, as the formerly
bankrupt luxury home builder tries to capitalize on a recovery in
the U.S. housing sector.

According to the Reuters report, the Bonita Springs, Florida-based
company has hired Citigroup Inc and Credit Suisse to lead the
deal, the sources said.  The people asked not to be named because
the matter is not public.

Under chairman Carl Icahn, WCI Communities filed for bankruptcy in
August 2008 after being hit hard during the housing downturn and
failing to obtain financing, Reuters related.  WCI Communities'
bankruptcy filing was among the biggest in builder bankruptcies,
which also included Tousa Inc and Levitt & Sons.

After eliminating $2 billion in debt, WCI emerged from bankruptcy
in September 2009 as a private company, with private investment
firm Monarch Alternative Capital as its largest shareholder,
Reuters further related.  Last year, WCI reported sales of 461 new
homes in Florida which totaled $185.9 million, up 73 percent from
the year prior.

WCI is hoping to capitalize on a rebound in the U.S. housing
sector, which has encouraged other companies including Taylor
Morrison Home Corp, Tri Pointe Homes Inc and Boise Cascade Co to
pursue IPOs, according to the report.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets: WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company
with more than 50 years' experience in the design, construction
and operation of leisure-oriented, amenity rich master-planned
communities.  It has operations in Florida, New York, New Jersey,
Connecticut, Virginia and Maryland.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No.
08-11643 through 08-11770).  On July 1, 2009, debtor-affiliates
WCI 2009 Corporation, WCI 2009 Management, LLC and WCI 2009 Asset
Holding, LLC filed separate Chapter 11 petitions (Case Nos. from
09-12269 to 09-12271).

Thomas E. Lauria, Esq., Frank L. Eaton, Esq., and Linda M. Leali,
Esq., at White & Case LLP, in Miami, Florida, represented the
Debtors as counsel.  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at Fox Rothschild LLP, represented the Debtors as
Delaware counsel.  Lazard Freres & Co. LLC acted as the Debtors'
financial advisor.  Epiq Bankruptcy Solutions LLC served as the
claims and notice agent for the Debtors.  The U.S. Trustee for
Region 3 appointed five creditors to serve on an official
committee of unsecured creditors.  Daniel H. Golden, Esq., Lisa
Beckerman, Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss
Hauer & Feld LLP; and Laura Davis Jones, Esq., Michael R. Seidl,
Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl &
Jones LLP, represented the committee.  WCI disclosed total assets
of $2,178,179,000 and total debts of $1,915,034,000 when it filed
for Chapter 11.

The Bankruptcy Court on Aug. 26, 2009, confirmed the Second
Amended Joint Chapter 11 Plan of Reorganization for WCI
Communities, Inc. and its affiliates.  The Plan became effective
Sept. 3, 2009.


WEST CORP: Files Preliminary Form S-1 Prospectus with SEC
---------------------------------------------------------
West Corporation filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to an
initial public offering of shares of common stock of the Company.
No public market for the Company's common stock has existed since
our recapitalization in 2006.

The Company is offering an undetermined number of shares to be
sold.  The selling stockholders identified in the prospectus are
offering an additional [    ] shares of the Company's common
stock.  The Company will not receive any of the proceeds from the
sale of the shares being sold by the selling stockholders.

The Company anticipates that the initial public offering price per
share will be between $ [    ] and $[    ].

The Company has applied to list its common stock on the Nasdaq
Global Select Market under the symbol "WSTC."

A copy of the Form S-1 prospectus, as amended ten times, is
available at http://is.gd/mPN5P8

                      About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

West Corporation reported net income of $125.54 million in 2012,
net income of $127.49 million in 2011, and net income of $60.30
million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $3.44 billion
in total assets, $4.69 billion in total liabilities and a $1.24
billion total stockholders' deficit.

                        Bankruptcy Warning

The Company said the following statement in its 2012 Annual
Report:

"If our cash flows and capital resources are insufficient to fund
our debt service obligations and to fund our other liquidity
needs, we may be forced to reduce or delay capital expenditures or
declared dividends, sell assets or operations, seek additional
capital or restructure or refinance our indebtedness.  We cannot
make assurances that we would be able to take any of these
actions, that these actions would be successful and permit us to
meet our scheduled debt service obligations or that these actions
would be permitted under the terms of our existing or future debt
agreements, including our senior secured credit facilities or the
indentures that govern our outstanding notes.  Our senior secured
credit facilities documentation and the indentures that govern the
notes restrict our ability to dispose of assets and use the
proceeds from the disposition.  As a result, we may not be able to
consummate those dispositions or use the proceeds to meet our debt
service or other obligations, and any proceeds that are available
may not be adequate to meet any debt service or other obligations
then due.

If we cannot make scheduled payments on our debt, we will be in
default of such debt and, as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * our debt holders under other debt subject to cross default
     provisions could declare all outstanding principal and
     interest on such other debt to be due and payable;

   * the lenders under our senior secured credit facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing our borrowings; and

   * we could be forced into bankruptcy or liquidation."

                           *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.

As reported by the TCR on March 21, 2013, Standard & Poor's
Ratings Services placed its 'B+' corporate credit rating on Omaha,
Neb.-based business process outsourcer West Corp., along with all
issue-level ratings on the company's debt, on CreditWatch with
positive implications.  The CreditWatch placement is based on West
Corp.'s announcement that it will raise about $500 million through
an initial public offering and use most of the proceeds to repay
debt.  Pro forma for the debt repayment, lease-adjusted leverage
is 5.3x, compared with 5.9x at Dec. 31, 2012.


WMG ACQUISITION: Moody's Rates Proposed Incremental Term Loan Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
incremental term loan facility to be issued by WMG Acquisition
Corp., and downgraded the ratings on the existing senior secured
credit facilities and senior secured notes (also issued by WMG
Acquisition Corp.) to Ba3 from Ba2.

WMG Acquisition Corp. is a wholly-owned subsidiary of WMG Holdings
Corp. ("WMG Holdings"), which in turn is a wholly-owned subsidiary
of Warner Music Group Corp. ("WMG" or the "company"). This rating
action follows WMG's announcement that it intends to upsize WMG
Acquisition Corp.'s existing $592 million senior secured term loan
by $820 million. In connection with this rating action, Moody's
also affirmed the B3 ratings on the existing senior notes issued
by WMG Acquisition Corp. and the HoldCo notes issued by WMG
Holdings, as well as the B1 Corporate Family Rating (CFR) and B1-
PD Probability of Default Rating (PDR) at WMG Holdings. The rating
outlook is stable.

WMG will use the incremental term loan proceeds to finance the
purchase of Parlophone Label Group ("Parlophone") from Universal
Music Group (a subsidiary of French mass media and
telecommunications conglomerate Vivendi S.A.) for GBP487 million
in cash (approximately US$745 million). Moody's projects
Parlophone will generate around $400 million in annual revenue.
Subject to certain regulatory approvals, the transaction is
expected to close mid-year 2013. The one-notch downgrade on the
existing secured credit facilities and secured notes results from
the significant increase in the proportion of senior secured debt
in WMG's capital structure (expected to rise by about 70%)
relative to the unsecured debt (residing at WMG Acquisition Corp.
and WMG Holdings Corp.). This reflects the higher loss absorption
that this class of debt will sustain in a distressed scenario
under Moody's Loss Given Default (LGD) Methodology. The existing
credit facilities and secured notes were issued fairly recently in
November 2012. Proceeds were used to redeem the $1.25 billion 9.5%
senior secured notes at WMG Acquisition Corp. via a tender offer.

Pro forma for the incremental term loan and $172 million planned
repayment of existing secured debt, Moody's expects WMG's leverage
to be about 5.8x net debt to EBITDA on a Moody's adjusted basis as
of December 31, 2012 (excluding Parlophone synergies but including
Parlophone LTM EBITDA). If Moody's include its conservative
estimate for Parlophone's annual EBITDA and expected synergies,
and look prospectively after the acquisition closes, WMG's pro
forma adjusted net leverage is projected to be about 5.5x (Moody's
adjusted) by fiscal year end 2014 (ending September 2014), barring
further debt-financed acquisitions. Consequently, over the next 12
to 18 months, Moody's expects WMG's adjusted net leverage will be
below the 6x adjusted net debt to EBITDA downgrade trigger.

Nonetheless, the transaction does result in delayed deleveraging,
with adjusted leverage that is outside the B1 rating range and
higher than what Moody's contemplated when ratings were affirmed
in October 2012. Prior to the Parlophone transaction, Moody's
projected the company's adjusted net leverage would decline to
under 5x by fiscal year end 2013 as negative trends in the
recorded music industry gradually abate and WMG's revenue and
EBITDA benefit from the continued mix shift to higher margin
digital services. Despite improving industry fundamentals and
additional EBITDA and cost synergies from Parlophone, Moody's now
believes WMG will reach under 5x adjusted net leverage during
fiscal 2015. This assumes the company refrains from other debt-
funded asset purchases. Following the Parlophone purchase, Moody's
believes acquisition and event risks will be mitigated and WMG
will expand via small tuck-in acquisitions funded with excess cash
flow.

Despite the presence of a debt-heavy balance sheet, Moody's
continues to believe WMG's aggressive capital structure is more
than compensated by its leading market position in the recorded
music industry, diverse roster of top-selling artists and vast
library of best-selling albums, which produce a recurring revenue
stream and a sustainable business model that drives the B1 CFR.
Moody's expects the Parlophone acquisition will provide WMG with
opportunities to achieve integration synergies to expand
Parlophone's EBITDA, select "best of breed" operations, strengthen
WMG's artist sponsorship, marketing and branding, and enhance the
company's analytics talent and asset value. However, Moody's notes
that cash levels may be diminished over the rating horizon as WMG
spends on integration costs during the next two years to achieve
$70 million in annual run-rate synergies. Moody's cautions that if
WMG further delays deleveraging such that it expects adjusted net
debt to EBITDA will remain near 6x for a sustained period with no
clear path towards 4.5x to 5.0x adjusted net leverage, the B1 CFR
would likely experience downward pressure.

Rating Assigned:

Issuer: WMG Acquisition Corp.

$820 Million Senior Secured Incremental Term Loan due 2020 -- Ba3
(LGD-3, 33%)

Ratings Downgraded:

Issuer: WMG Acquisition Corp.

$592 Million (originally $600 Million) Senior Secured Term Loan
due November 2018, to Ba3 (LGD-3, 33%) from Ba2 (LGD-2, 28%)

$500 Million 6% Senior Secured Notes due January 2021, to Ba3
(LGD-3, 33%) from Ba2 (LGD-2, 28%)

EUR175 Million 6.25% Senior Secured Notes due January 2021, to Ba3
(LGD-3, 33%) from Ba2 (LGD-2, 28%)

Ratings Affirmed:

Issuer: WMG Holdings Corp.

Corporate Family Rating -- B1

Probability of Default Rating -- B1-PD

$150 Million 13.75% Senior Unsecured HoldCo Notes due October 2019
-- B3, LGD assessment revised to (LGD-6, 96%)

Issuer: WMG Acquisition Corp.

$765 Million 11.50% Senior Unsecured Notes due October 2018 -- B3,
LGD assessment revised to (LGD-5, 85%)

The assigned rating is subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's.

Ratings Rationale:

The B1 CFR reflects WMG's high financial leverage as measured by
pro forma net debt to EBITDA of 5.8x (including Moody's standard
adjustments and Parlophone LTM EBITDA but excluding Parlophone
synergies) as of December 2012 following the proposed term loan
upsizing against the backdrop of weak revenue trends afflicting
the global recorded music industry. This is due in part to piracy
and lower price points of single track digital downloads versus
the traditional sale of an artist's entire album release. The
rating further reflects the seasonal and cyclical nature of
revenue streams, and low visibility into ultimate results of
upcoming release schedules. Lastly, the B1 rating captures the
uncertainties related to new strategies that the major industry
players are pursuing to adapt to the shift in demand for music
content delivery to various forms of evolving digital platforms
and to capture the faster growth revenue associated with this
transition.

Ratings support is derived from WMG's position as the third
largest recorded music industry player with an extensive music
library and publishing assets which drive recurring revenue
streams. Management estimates that only a small percentage of
WMG's annual revenue depends on recording artists and songwriters
without an established track record, and the bulk of its revenue
is generated by proven artists or from its catalog (defined as
albums older than 18 months) and thus isolated from the revenue
volatility associated with new releases from new artists. Ratings
also recognize the inflection point achieved in WMG's recorded
music business whereby digital revenue has exceeded traditional
physical revenue in the US. Moody's anticipates WMG's revenue and
market share performance will reflect the offsetting growth in
higher margin digital services revenue, which should result in net
debt to EBITDA declining below 5x (Moody's adjusted) during fiscal
2015.

Rating Outlook

The stable rating outlook reflects Moody's view that past negative
trends in the recorded music industry will continue to exhibit
stabilization and some growth, and WMG's revenue and market share
performance will reflect this tendency as growth in higher margin
digital services offsets declines in physical revenue. This should
result in deleveraging over the rating horizon. The rating outlook
incorporates modestly improving recorded music industry
fundamentals as well as changes in the competitive landscape,
counterbalanced by WMG's competitive position as a leading music
content provider with global diversification and asset value
enhancement following the Parlophone acquisition.

What Could Change the Rating - Up

Ratings could be upgraded if there is evidence of continued
revenue stabilization coupled with Moody's expectation of
sustained growth in the recorded music business. An upgrade could
also be considered if Moody's expects cash balances will remain
in-line with forecasted levels and net debt to EBITDA will be
sustained below 4.25x (Moody's adjusted) with free cash flow to
debt of at least 6% (Moody's adjusted). Moody's would also need
assurances that management will maintain operating strategies,
exhibit financial discipline and target financial metrics
consistent with a higher rating.

What Could Change the Rating - Down

Ratings could be downgraded if debt-financed acquisitions,
competitive pressures or increased artist & repertoire (A&R)
investment, negatively impact revenue or EBITDA resulting in WMG's
net debt to EBITDA being sustained above 6x (Moody's adjusted), or
if heightened capital spending or financial sponsor related
actions result in strained liquidity, including free cash flow to
debt (Moody's adjusted) falling below the 1% to 2% range.

WMG Holdings Corp.'s ratings were assigned by evaluating factors
that Moody's considers relevant to the credit profile of the
issuer, such as the company's (i) business risk and competitive
position compared with others within the industry; (ii) capital
structure and financial risk; (iii) projected performance over the
near to intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside WMG Holdings Corp.'s core
industry and believes WMG Holdings Corp.'s ratings are comparable
to those of other issuers with similar credit risk. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

With headquarters in New York, NY, WMG Holdings Corp. is a wholly-
owned subsidiary of Warner Music Group Corp., a leading music
content provider operating domestically (about 37% of revenue) and
overseas (63%) (pro forma Parlophone). Recorded music accounts for
roughly 84% of revenue and 75% of OIBDA (operating income before
depreciation and amortization) while music publishing accounts for
roughly 16% and 25%, respectively as of the twelve months ended
December 31, 2012 (pro forma Parlophone). WMG's diverse catalog
includes 29 of the top 100 best-selling albums and a library of
over 1 million copyrights from more than 65,000 songwriters and
composers. In July 2011, Access Industries, Inc. acquired WMG in a
transaction valued at approximately $3 billion. WMG expects to
close the GBP487 million cash acquisition of Parlophone Label
Group by mid-year 2013. For the twelve months ended December 31,
2012 WMG's revenue totaled $2.8 billion.


YARWAY CORPORATION: Case Summary & Attorneys of Asbestos Claimants
------------------------------------------------------------------
Debtor: Yarway Corporation
        1501 Yamato Road
        Boca Raton, FL 33431

Bankruptcy Case No.: 13-11025

Chapter 11 Petition Date: April 22, 2013

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Norman L. Pernick, Esq.
                  J. Kate Stickles, Esq.
                  COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
                  500 Delaware Ave, Suite 1410
                  Wilmington, DE 19801
                  Tel: (302) 652-3131
                  Fax: (302) 652-3117
                  E-mail: bankruptcy@coleschotz.com
                          kstickles@coleschotz.com

Estimated Assets: $100,000,001 to $500,000,000

Estimated Debts: $100,000,001 to $500,000,000

The petition was signed by Kevin Coen, vice president and
secretary.

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The Debtor instead filed a list of 20 law firms representing the
largest number of asbestos plaintiffs asserting claims against the
Debtor:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Belluck & Fox, LLP        Asbestos personal
James Long, Esq.          injury
546 Fifth Ave., 4th Flr
New York, NY 10036

Brookman, Rosenberg,      Asbestor personal
Brown & Sandler           injury
David B. Halpern, Esq.
30 S. Fifteenth St.,
17th Floor
Philadelphia, PA 19102

Cooney & Conway           Asbestos personal
William R. Fahey, Esq.    injury
120 N. LaSalle St.,
30th Floor
Chicago, IL 60602

Early, Lucarelli,         Asbestos personal
Sweeney & Strauss         injury
Robert Sweeney, Esq.
One Century Tower
265 Church St.
New Haven, CT 06508-1866

F. Gerald Maples, PC      Asbestos personal
Canal Place,              injury
365 Canal St., Ste 2650
New Orleans, LA 70130

Goldberg, Persky &        Asbestos personal
White, P.C.               injury
Joseph J. Cirilano, Esq.
16411 Southfield Rd.
Allan Park, MI 48101

Gori, Julian &            Asbestos personal
Associates, PC            injury
Randy Gori, Esq.
156 N. Main St.
Edwardsville, IL 62025

James R. Hartzog, Esq.    Asbestos personal
1502 N. Midway Road       injury
Clinton, MS 39056

James F. Humphreys &      Asbestos personal
Associates L.C.           injury
Bronwyn Rinehart, Esq.
United Center, Ste. 800
500 Virginia St. East
Charleston, WV 25301

John C. Dearie &          Asbestos personal
Associates                injury
John C. Dearie, Esq.
515 Madison Ave.
Suite 1118
New York, NY 10022

The Keahey Law Firm       Asbestos personal
Patrick Keahey, Esq.      injury
1005 Downtowner Blvd.
Mobile, AL 36609

Mazur & Kittel, PLLC      Asbestos personal
30665 Northwestern        injury
Highway
Farmington Hills,
MI 48334

Motley Rice LLC           Asbestos personal
Nathan D. Finch, Esq.     injury
1000 Potomac Street
Washington, DC 20007

Perry & Sensor            Asbestos personal
Michael L. Sensor, Esq.   injury
704 N. King Street,
Suite 560
Wilmington, DE 19801

The Segal Law Firm        Asbestos personal
Scott S. Segal, Esq.      injury
810 Kanawha Blvd. East
Charleston, WV 25301

Shrader & Associates,     Asbestos personal
LLP                       injury
Ross Stomel, Esq.
3900 Essex Lane,
Suite 390
Houston, TX 77027

Simmons, Browder,         Asbestos personal
Gianaris, Angelides &     injury
Barnerd LLC
Nick Angelides
One Court Street
Alton, IL 62002

Thornton & Naumes LLP     Asbestos personal
Andrew Wainwright, Esq    injury
100 Summer St., 30th Flr
Bostonm, MA 02110

Weitz & Luxenberg, PC     Asbestos personal
Kevin Mulderig, Esq.      injury
200 Lake Drive East
Suite 205
Cherry Hill, NJ 08002

Wilentz, Goldman &        Asbestos personal
Spitzer                   injury
Abby Resnick-Parigian
90 Woodbridge Center Dr.,
Suite 900
Woodbridge, NJ 07095


* NY Top Court Takes Up Post-Judgment Policy Exclusion Bid
----------------------------------------------------------
Pete Brush of BankruptcyLaw360 reported that New York's top court
grappled Thursday with whether an insurer that refused to defend a
lawyer in an underlying malpractice case should be able, after the
lawyer lost a default judgment, to return to court and assert
"business enterprise" policy exclusions related to the lawyer's
bankrupt real estate concern.

According to the report, American Guarantee and Liability
Insurance Co. believes it should not be responsible for a $3.1
million judgment awarded to malpractice plaintiffs K2 Investment
Group LLC and ATAS Management Group.


* Drop in Borrowing Squeezes Banks
----------------------------------
Dan Fitzpatrick and Shayndi Raice, writing for The Wall Street
Journal, reported that U.S. companies are pulling back on
borrowing, which could put a drag on the limping U.S. economy and
make it even harder for banks to break out of their long slump.

According to the WSJ report, outstanding loans by the biggest
banks to U.S. companies declined 9% in the first two weeks of
April compared with the end of March, according to Federal Reserve
data. The slip followed a 2.7% rise in the first quarter, the
smallest quarterly gain in two years.

WSJ related that bankers and corporate executives said the
reluctance is a sign of uncertainty about rising health-care
costs, fear of another economic downturn and a brutal winter in
the Midwest that delayed new investment. Companies also rushed to
borrow and spend late last year ahead of anticipated tax
increases.

Business owners "feel very, very hesitant to invest," and the
economy is "struggling to get solid footing," but "we didn't
expect the wall we hit," BB&T Corp. Chairman and Chief Executive
Kelly King told WSJ.  Outstanding business loans by the Winston-
Salem, N.C., bank, the nation's 12th-largest by assets, were flat
in the first quarter. "I think all of us are trying to figure out
what happened."

Some executives said they are focusing on bolstering their cash
hoards, WSJ further related.  R. Neil Williams, chief finance
officer of financial-software provider Intuit Inc., said during
the company's first-quarter-earnings call with analysts that "the
plan going into this year was to let our cash position build up a
bit from where we ended last year," after paying down half of the
company's long-term debt in 2012.


* SEC Aims to Protect Investors from Fraud under New Law
--------------------------------------------------------
Dina ElBoghdady, writing for The Washington Post, reported that
the rules aren't even in place yet, but allegations of fraud are
already flying.

The Securities and Exchange Commission is crafting rules to
implement a new law that makes it easier for private firms to
raise money but it has been struggling over how to do so in a way
that protects investors from fraud, according to the Post.

On Thursday, the agency criticized a Washington firm and its
owner, Daniel F. Peterson, for allegedly using the new law to lure
investors into forking over cash for a phony deal that promised
what they called "fictitious" returns, the Post related.  Peterson
denied the allegations.

According to the Post, in a civil complaint, the SEC accused
Peterson of telling investors that the law -- known as the JOBS
Act -- would enable him to raise billions of dollars from the
general public and generate 10-year returns of up to 1,300 percent
for early investors but Peterson and his company, USA Real Estate
Fund 1, have no guaranteed investment product and no affiliation
with the two Wall Street firms that he said he partnered with for
future offerings of the company's stock, the SEC said.

The complaint, filed in federal court in Spokane, Wash., marks the
first time the agency has accused someone of referring to the JOBS
Act as part of a fraudulent scheme, according to the SEC, the
report related.


* Hundreds in Chicago Using Bankruptcy Filings to Avoid Car Fines
-----------------------------------------------------------------
The Associated Press reported that federal authorities say
hundreds of people appear to be using phony bankruptcy filings in
Chicago to avoid paying full fines on their impounded cars.

According to the AP report, the allegations arose in a complaint
against one Chicago man arrested on Thursday for allegedly
accepting $600 to assist filing a false bankruptcy case. He's
charged with bankruptcy fraud.

The U.S. Attorney's Office announced Daniel Rankins' arrest, AP
said.  The office says authorities suspect at least 1,000 people
have made similarly fraudulent bankruptcy filings.

The bankruptcy filings weren't followed through on but apparently
let many people get their cars from impounds without paying large
fines, the AP report related.

It wasn't immediately clear if Rankins' had an attorney, AP said.
He's due to make an initial appearance in U.S. District Court in
Chicago later Thursday.


* Moody's Says Risks Remain in Canadian Life Insurance Sector
-------------------------------------------------------------
Moody's expectation of modestly improving economic fundamentals,
in conjunction with a favorable industry structure, recent hedging
of market exposures and realignment of product offerings supports
a stable outlook for the Canadian life insurance industry, says
Moody's Investors Service in its latest industry outlook "Canadian
Life Insurance Industry Outlook 2013."

Moody's industry outlooks reflect the rating agency's expectations
for fundamental business conditions in the industry over the next
12 to 18 months.

"Still, downside risks persist, including persistently low
interest rates, continued weakness of the U.S. economic recovery,
the ongoing sovereign banking crisis in the Euro area, and a
worsening slowdown in emerging markets," said David Beattie, a
Moody's Vice President -- Senior Credit Officer.

Key drivers for the Canadian life insurance industry in 2013
include the low interest rate environment's impact on
profitability. Moody's expects that long-term interest rates in
Canada will rise gradually over the next few years, providing some
relief to spread compression and earnings pressure, although the
risk of a protracted period of low interest rates remains.

Recent actions taken by insurers to reposition their product
offerings will continue to pay off, says Moody's, as market risk
is increasingly transferred to clients. High quality, diversified
investment portfolios have allowed Canadian insurers to fare
better than U.S. peers in recent times. As the Canadian economy
continues to recover at a modest pace, credit provisions and
impairments are expected to remain low, despite some evidence of
marginally increased investment risk appetite.

Moody's expects the economic recovery in Canada to remain modest;
the rating agency's central scenario predicts 1.5% to 2.5% GDP
growth, although certain domestic and global macro-economic risks
to that outlook exist.

Still, Canadian life insurers' sensitivity to equity capital
markets is an important concern, says Moody's. This sensitivity
persists in certain legacy blocks of business at Canadian insurers
despite costly hedging programs, says the rating agency.


* Small Hospitals Take Bulk of Rating Downgrades in 1st Quarter
---------------------------------------------------------------
During the first quarter of 2013 Moody's Investors Service
downgraded six ratings in the not-for-profit healthcare sector and
upgraded three ratings, detailed in the report "US Not-For-Profit
Healthcare Quarterly Ratings: Small Hospitals Dominate Downgrades
in First Quarter 2013." Five of the six downgraded ratings were on
smaller hospitals with less than $500 million in revenues.

"Almost all rating downgrades were small-sized providers,
continuing a trend we have seen for several years. Small hospitals
are unable to absorb the reimbursement pressures facing the
industry," says Lisa Goldstein, Associate Managing Director. "Two
of the three upgraded providers have over $500 million in revenues
and all demonstrated multiple years of improved financial
performance reflecting growing volume trends and dominant local
market positions."

Moody's views the smaller healthcare providers as burdened with
several disadvantages relative to their larger peers, including
limited leverage during negotiations with commercial payers and
vendors, lack of economies of scale, and over-reliance on a few
key physicians.

Looking ahead, Moody's expects more downgrades than upgrades in
the second quarter, given that there are already three hospitals
currently under review for downgrade.

During the first quarter Moody's downgraded $988 million in not-
for-profit healthcare debt and upgraded $658.1 million, for a
ratio of 1.5 to 1. The ratio for downgraded issuers versus
upgraded issuers during the quarter was 2 to 1 ratio -- the same
ratio as in the fourth quarter of 2012, when there were 10
downgrades and five upgrades.

The nine rating changes in the first quarter of 2013 was a decline
from the 22 rating changes during the first quarter of 2012, when
there was an even split between downgrades and upgrades.

During the first quarter of 2013, Moody's also affirmed 55
ratings, representing 86% of all rating activity and affecting
approximately $25.3 billion in debt.


* High-Cost Loans Seeing Tremendous Growth
------------------------------------------
Peter Whoriskey, writing for The Washington Post, reported that
the business of payday loans, pawn shops and other high-cost
methods of financing has experienced tremendous growth over the
past two decades, and in recent years, nearly one in four
Americans have used them, according to a new paper from the
National Bureau of Economic Research.

According to the Post, the rise of this kind of borrowing, often
marketed as a means of making it to the next paycheck, reflects
the needs of a population struggling to make ends meet.

Given the price of such borrowing, it may also be a measure of
desperation: The financing fees on the loans are often very high,
with annualized percentage rates on common payday loans reaching
more than 300 percent, according to the Consumer Financial
Protection Bureau, the Post related.  In the agency's research,
the median amount borrowed was $350.

"This method of borrowing cannot be considered a 'fringe' behavior
limited to a small segment of the population," Annamaria Lusardi,
director of the Global Center for Financial Literacy at George
Washington University, who wrote the paper with colleague Carlo de
Bassa Scheresberg, told the Post. "It is firmly rooted in the
American financial system. The solidly middle class are using
these methods of borrowing."

The research paper comes as U.S. regulators are preparing to issue
new rules for banks offering the short-term, high-interest loans
tied to direct deposits of salary or government benefits, the Post
noted.  The proposed regulation reportedly would restrict
borrowers from taking more than one such loan a month.


* Carestream Bidding War Down to Just Two
-----------------------------------------
Jake Simpson of BankruptcyLaw360 reported that the bidding war for
Onex Corp.'s Carestream Health Inc. is down to just Bain Capital
LLC and Thomas H. Lee Partners LP, while leading energy-focused
private equity firm First Reserve Corp. plans a second global
infrastructure fund.

According to the report, the potential bidders for Onex-owned
Carestream Health Inc. have dwindled to just Bain Capital and Lee
Partners, several sources told Reuters on Friday.  Onex had hoped
to bring in up to $3.5 billion for the medical imaging company,
but that price has been thrown into doubt.


* S&P Dealt a Setback in Connecticut Case over Credit Ratings
-------------------------------------------------------------
Jonathan Stempel and Aruna Viswanatha, writing for Reuters,
reported that a federal judge handed a legal defeat to Standard &
Poor's, ruling that a lawsuit in which Connecticut accused it of
fraudulently inflating credit ratings to win business should be
moved back to the state court where it began.

According to the Reuters report, in a decision late Wednesday,
U.S. District Judge Stefan Underhill in Bridgeport, Connecticut,
said S&P and its parent, McGraw-Hill Cos (MHP.N), waited too long
to move the March 2010 lawsuit by Connecticut Attorney General
George Jepsen to federal court from state court. He did not rule
on the case's merits.

Reuters related that the decision came two days after the largest
U.S. credit rating agency asked a federal judge in Los Angeles to
dismiss the U.S. Department of Justice's $5 billion civil fraud
lawsuit filed in February over its ratings.  In that case, the
government said S&P knowingly inflated ratings of risky mortgages
and other securities, fueling demand from investors who believed
the ratings were objective and helping trigger the 2008 financial
crisis.

S&P, according to Reuters, had been seeking to move lawsuits by 15
U.S. states and the District of Columbia to federal court. On May
30 it is expected to ask the U.S. Judicial Panel on Multidistrict
Litigation to consolidate litigation before a single federal
judge.  Combining the cases could streamline the litigation, avoid
conflicting rulings, and help S&P obtain better results than if it
were forced to defend against claims under state consumer laws,
where burdens of proof can be lower.

A hearing is set for May 20 before U.S. District Judge David
Carter in Los Angeles, Reuters said.

The case is Connecticut v. McGraw-Hill Cos et al, U.S. District
Court, District of Connecticut, No. 13-00311.


* Gordian Group Celebrating 25th Anniversary
--------------------------------------------
This year, Gordian Group is celebrating its 25th anniversary.

"We would like to thank our 'friends and family' for supporting us
over the years and helping us reach this milestone.  While our
business continues to evolve into new practice areas, we maintain
the core tenets that have been the backbone of our success:
unconflicted advice delivered by dedicated senior leadership,"
Peter S. Kaufman-- psk@gordiangroup.com -- the firm's president,
said in a statement.

Gordian continues to be recognized as leaders in the bankruptcy
and restructuring field.  In March, the firm's restructuring of
Jobson Medical Holdings was honored at the M&A Advisor Turnaround
Awards Gala in Palm Beach, Florida.  Turnarounds & Workouts
selected Peter Kaufman as one of their "People to Watch - 2013"
finalists, and Gordian was again ranked within the top 10 in The
Deal's latest League Tables top Investment Banks (with three of
our senior partners in the top 8 Investment Bankers).

"We are very proud of these accomplishments and continued
success," the firm said.

"Our work on Jobson is illustrative of the tremendous successes we
have been able to achieve on behalf of private equity clients and
their portfolio companies over the last several years.  We have
also continued to build up our securitization practice (including
work on Ambac and MBIA), becoming one of the leading investment
banks working in this area.  And more recently, we have developed
a focus on union representations, having represented the Transport
Workers Union in the AMR bankruptcy and the Bakers Union during a
portion of the Hostess Brands' proceedings."

"In addition, we are proud to announce our newest partnership,
Gordian-Dynamis Solutions, a joint venture formed by Gordian and
Dynamis Advisors to provide restructuring services to the health
care and education sectors.  On this front, the joint venture was
recently engaged to represent Interfaith Medical Center during its
bankruptcy.

"On the asset management front, Bacchus Capital Partners, the
affiliate of Gordian Group which loans to and invests in wineries
and wine-related entities has celebrated much success.  The fund
now has eight portfolio companies, and two of our investments in
Qup‚ and Maritime Wine Trading Collective were both recognized by
Dow Jones as private equity deals of the month, for April 2011 and
February 2013 respectively.

The firm may be reached at:

          Peter S. Kaufman
             President
          Henry F. Owsley
             Chief Executive Officer
          GORDIAN GROUP
          950 Third Avenue, 17th Floor
          New York, NY 10022
          Tel: 212-486-3600
          Fax: 212-486
          E-mail: psk@gordiangroup.com
                  hfo@gordiangroup.com


* BOND PRICING -- For Week From April 22 to 26, 2013
----------------------------------------------------

  Company             Coupon   Maturity  Bid Price
  -------             ------   --------  ---------
AES EASTERN ENER       9.000   1/2/2017     1.750
AES EASTERN ENER       9.670   1/2/2029     4.125
AFFINION GROUP        11.625 11/15/2015    60.337
AGY HOLDING COR       11.000 11/15/2014    58.100
AHERN RENTALS          9.250  8/15/2013    79.625
ALBERTSON'S INC        7.250   5/1/2013    99.517
ALION SCIENCE         10.250   2/1/2015    59.468
AMBAC INC              6.150   2/7/2087    15.375
AMER EXPRESS CR        5.875   5/2/2013   100.000
ATP OIL & GAS         11.875   5/1/2015     3.500
ATP OIL & GAS         11.875   5/1/2015     3.500
ATP OIL & GAS         11.875   5/1/2015     3.500
BUFFALO THUNDER        9.375 12/15/2014    27.000
CENGAGE LEARN         12.000  6/30/2019    21.750
CENGAGE LEARNING      13.750  7/15/2015    20.375
CHAMPION ENTERPR       2.750  11/1/2037     0.375
CIENA CORP             0.250   5/1/2013    99.250
DELTA AIR 1993A1       9.875  4/30/2049    20.875
DOWNEY FINANCIAL       6.500   7/1/2014    64.000
DYN-RSTN/DNKM PT       7.670  11/8/2016     4.500
EASTMAN KODAK CO       7.000   4/1/2017    12.853
EASTMAN KODAK CO       9.200   6/1/2021    10.625
EASTMAN KODAK CO       9.950   7/1/2018    12.750
EDISON MISSION         7.500  6/15/2013    55.000
ELEC DATA SYSTEM       3.875  7/15/2023    97.000
FAIRPOINT COMMUN      13.125   4/1/2018     1.000
FAIRPOINT COMMUN      13.125   4/1/2018     1.000
FAIRPOINT COMMUN      13.125   4/2/2018     1.040
FIBERTOWER CORP        9.000   1/1/2016     6.375
FIFTH THIRD BANK       6.250   5/1/2013   100.578
GEN ELEC CAP CRP       4.800   5/1/2013   100.064
GEOKINETICS HLDG       9.750 12/15/2014    52.125
GEOKINETICS HLDG       9.750 12/15/2014    52.750
GLB AVTN HLDG IN      14.000  8/15/2013    31.875
GMX RESOURCES          4.500   5/1/2015     7.250
GMX RESOURCES          9.000   3/2/2018    19.050
HAWKER BEECHCRAF       8.500   4/1/2015     6.000
HAWKER BEECHCRAF       8.875   4/1/2015     1.750
HORIZON LINES          6.000  4/15/2017    30.480
INTL LEASE FIN         5.875   5/1/2013   100.000
JAMES RIVER COAL       3.125  3/15/2018    22.000
JAMES RIVER COAL       4.500  12/1/2015    26.575
JPMORGAN CHASE         4.750   5/1/2013   100.011
LAS VEGAS MONO         5.500  7/15/2019    20.000
LBI MEDIA INC          8.500   8/1/2017    31.625
LEHMAN BROS HLDG       0.250 12/12/2013    20.250
LEHMAN BROS HLDG       0.250  1/26/2014    20.250
LEHMAN BROS HLDG       1.000 10/17/2013    20.250
LEHMAN BROS HLDG       1.000  3/29/2014    20.250
LEHMAN BROS HLDG       1.000  8/17/2014    20.250
LEHMAN BROS HLDG       1.000  8/17/2014    20.250
LEHMAN BROS HLDG       1.250   2/6/2014    20.250
MF GLOBAL LTD          9.000  6/20/2038    70.500
OVERSEAS SHIPHLD       8.750  12/1/2013    79.000
PENSON WORLDWIDE      12.500  5/15/2017    20.250
PENSON WORLDWIDE      12.500  5/15/2017    20.250
PLATINUM ENERGY       14.250   3/1/2015    43.750
PMI CAPITAL I          8.309   2/1/2027     0.625
PMI GROUP INC          6.000  9/15/2016    26.000
POWERWAVE TECH         1.875 11/15/2024     0.750
POWERWAVE TECH         1.875 11/15/2024     0.750
POWERWAVE TECH         3.875  10/1/2027     0.750
POWERWAVE TECH         3.875  10/1/2027     1.000
RESIDENTIAL CAP        6.875  6/30/2015    30.500
SAVIENT PHARMA         4.750   2/1/2018    20.000
SCHOOL SPECIALTY       3.750 11/30/2026    44.500
TERRESTAR NETWOR       6.500  6/15/2014    10.000
TEXAS COMP/TCEH       10.250  11/1/2015    10.500
TEXAS COMP/TCEH       10.250  11/1/2015    10.625
TEXAS COMP/TCEH       10.250  11/1/2015    10.500
TEXAS COMP/TCEH       10.500  11/1/2016     9.750
TEXAS COMP/TCEH       10.500  11/1/2016     9.625
TEXAS COMP/TCEH       15.000   4/1/2021    28.750
TEXAS COMP/TCEH       15.000   4/1/2021    30.000
TEXFI INDUSTRIES       8.750   8/1/1999     1.000
THQ INC                5.000  8/15/2014    46.500
TL ACQUISITIONS       10.500  1/15/2015    19.875
TL ACQUISITIONS       10.500  1/15/2015    19.875
USEC INC               3.000  10/1/2014    24.000
WAL-MART STORES        4.550   5/1/2013   100.255
WCI COMMUNITIES        4.000   8/5/2023     0.375
WCI COMMUNITIES        4.000   8/5/2023     0.375
WCI COMMUNITIES        6.625  3/15/2015     0.500



                            *********

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.


                  *** End of Transmission ***