TCR_Public/130501.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, May 1, 2013, Vol. 17, No. 119

                            Headlines

22ND CENTURY: Amends 6.2 Million Shares Resale Prospectus
250 AZ: Can Hire David Knapper for Hearing on Stay Relief
710 LONG RIDGE: NLRB, Unions Hit Bankruptcy Court Ruling
ADAMS PRODUCE: Wins Confirmation of Liquidating Plan
ADVANCED MEDICAL: Sells 2.8 Million Common Shares to Brookline

AEMETIS INC: Issues 1.8 Million Common Shares to Satisfy Debts
AFFIRMATIVE INSURANCE: A.M. Best Cuts Credit Rating to 'cc'
AGFEED INDUSTRIES: Forbearance Ends July, May File for Bankruptcy
ALLIED IRISH: To Issue Bonus Shares to NPRFC
ALLSCRIPTS HEALTHCARE: Software Maker Downgraded to BB

ALLY FINANCIAL: 11 Directors Elected at Annual Meeting
ALLY FINANCIAL: Copy of Presentation to Shareholders
AMBAC FINANCIAL: Expects to Exit Bankruptcy with IRS Deal
AMBAC FINANCIAL: Lemonides Won't Sit as Director
AMERICAN AIRLINES: Disclosure Statement Hearing Moved to June 4

AMERICAN AIRLINES: Arranging $3.25-Bil. Bankruptcy Exit Loan
AMERICAN AIRLINES: Seeks Approval of $130MM Aircraft Financing
AMERICAN COMMERCE: Amends 2012 Periodic Reports with SEC
AMERICAN RESIDENTIAL: S&P Revises Ratings Outlook to Negative
ANTIOCH COMPANY: Meeting of Creditors on May 20

ANTIOCH COMPANY: May 9 Hearing on Use of Rabbi Trust Funds
ANTIOCH COMPANY: Asks for Approval of Attorneys, CRO
ARTE SENIOR LIVING: Retirement Community Selling for $31-Mil.
ATARI INC: Bonuses Prompt Opposition From U.S. Trustee
ATLANTIC AVIATION: Moody's Rates $535-Mil. Credit Facility 'Ba3'

ATLANTIC COAST: Amin Ali Held 9.5% Stake as of March 11
ATLANTIC COAST: 2 Directors Still Oppose Bond Street Merger
ATP OIL: Macquarie, Keba Trial Seems Headed to District Court
ATP OIL: Auction Moved to May 7; Lenders to Credit Bid
AVANTAIR INC: Bret Holmes Named Chief Financial Officer

BBX CAPITAL: Amends 2012 Annual Report
BEALL CORP: Wabash Incurs $0.6MM Cost on Bankruptcy Asset Buyout
BILL BARRETT: S&P Lowers Unsecured Debt Rating to 'B+'
BIOFUELS POWER: Reports $342,400 Net Income in 2012
BRAVO REALTY: Case Summary & 20 Largest Unsecured Creditors

BROWN PUBLISHING: K&L Gates Facing Sanctions
BUILDERS FIRSTSOURCE: Incurs $11.8 Million Net Loss in Q1
CALPINE CONSTRUCTION: S&P Rates $1.05BB Secured Term Loan 'BB'
CATALENT PHARMA: Moody's Rates Proposed $275MM Term Loan 'Caa1'
CHATHAM PARKWAY: May Use Ameris Collateral to Pay Legal Fees

CICERO INC: John Stefens Held 44.2% Equity Stake at March 21
CIRCLE STAR: Chief Financial Officer Resigns
CLAIRE'S STORES: Amends Fiscal 2012 Annual Report
CNL LIFESTYLE: Downgraded Two Years in a Row by S&P
COATES INTERNATIONAL: Amends 17.5 Million Shares Prospectus

COINMACH SERVICE: S&P Puts 'B-' CCR on CreditWatch Positive
COMMUNITY WEST: Earns $1.1 Million in First Quarter
COMPREHENSIVE CARE: President Retires for Health Reasons
COMSTOCK MINING: Judd Merrill Succeeds Mark Jewett as CAO
COPANO ENERGY: S&P Retains 'B+' CCR on CreditWatch Positive

COPYTELE INC: Has 57.4 Million Common Shares Resale Prospectus
CUBIC ENERGY: To Acquire East Texas EagleBine Assets for $46MM
CUI GLOBAL: Acquires Orbital-UK for $26.2 Million
DEE ALLEN: Chapter 11 Trustee Files Liquidating Plan
DENNY'S CORP: Obtains New $250 Million Credit Facility

DEX ONE: Completes SuperMedia Merger, Exits Chapter 11
DIGITAL DOMAIN: Has Exclusive Plan Rights Until July 8
DIMMITT CORN: Files List of Top 20 Unsecured Creditors
EDISON MISSION: Amends 2012 Annual Report to Add Info
ELEPHANT TALK: Amends 2012 Annual Report

ELITE PHARMACEUTICALS: Lincoln Park to Resell 80.8MM Shares
EMISPHERE TECHNOLOGIES: Enters Into MHR Debt Restructuring Deal
EMPIRE RESORTS: Amends 6.3 Million Shares Prospectus
EXIDE TECH: Lazard, Akin Gump Hired for Restructuring Advice
FAIRWEST ENERGY: Gets CCAA Extension; Fails to File Financials

FIRST BANKS: Earned $6.7 Million in First Quarter
FIRST SECURITY: Offering 60.7 Million Common Shares
FLORIDA GAMING: Silvermak Stock Purchase Agreement Expires May 10
FREESEAS INC: Issues Add'l 300,000 Settlement Shares to Hanover
FUELSTREAM INC: Amends 2012 Annual Report to Include Exhibit

FUSION TELECOMMUNICATIONS: Amends 2012 Annual Report
GABRIEL TECHNOLOGIES: May 5 Hearing on Chapin Fitzgerald Hiring
GABRIEL TECHNOLOGIES: U.S. Trustee Names 3-Member Creditors Panel
GABRIEL TECHNOLOGIES: Can Hire HHR as Special Litigation Counsel
GABRIEL TECHNOLOGIES: Panel Hires Pachulski Stang as Counsel

GASCO ENERGY: Common Stock Delisted From NYSE MKT
GENWORTH MORTGAGE: S&P Affirms 'B' Issuer Credit Rating
GEOKINETICS INC: Prepackaged Reorganization Plan Approved
GLOBALSTAR INC: Forbearance with Noteholders Extended to May 6
GLOBUS MARITIME: Reaches Agreement with Commerzbank to Prepay Loan

GOLF CLUB OF KANSAS: Files Chapter 11 with Lower Revenue
GROVES IN LINCOLN: Court OKs Benchmark-Led Auction on June 12
GROVES IN LINCOLN: Has Final Authority to Use Cash Collateral
HALCON RESOURCES: Moody's Lowers CFR to 'B3', Stable Outlook
HAMPTON LAKE: South Carolina Subdivision Owner in Chapter 11

HAMPTON LAKE: Sec. 341 Meeting of Creditors on May 24
HAMPTON LAKE: Seeks to Use Crimson's Cash Collateral
HARVEST NATURAL: Cohen Milsten Probes Financial Statements
HERCULES OFFSHORE: Posts $35.2-Mil. Net Income in First Quarter
HERCULES OFFSHORE: Fleet Status Report as of April 24

HMX ACQUISITION: Wins Confirmation of Liquidating Plan
HOSTESS BRANDS: Bakers Union Invokes Labor Law
HUSTAD INVESTMENT: Court OKs Hiring of Attorneys, Accountant
HUSTAD INVESTMENT: Files Schedules of Assets and Liabilities
HUSTAD INVESTMENT: Wants to Incur $37,000 Unsecured Loan from Trek

INFOGROUP INC: Downgraded to B- Corporate by S&P
INNOVATIVE COMMS: Prosser & Cambell Fails to Dismiss Suit
INSPIREMD INC: Hikes Annual Salary of CFO to $175,000
INSPIREMD INC: Sol Barer Held 6.9% Stake as of April 16
INTELLICELL BIOSCIENCES: John Pavia Quits as Director

INTERSTATE BANKERS: A.M. Best Cuts Finc'l. Strength Rating to 'B'
IOWORLDMEDIA INC: Z. McAdoo Held 15.4% Stake as of April 19
ISC8 INC: Issues 9.4 Million Shares of Common Stock
ISTAR FINANCIAL: Completes Sale of 24% Stake in LNR
J.C. PENNEY: Plans to Sell Combination of Securities

J.C. PENNEY: Soros Fund Held 7.9% Equity Stake as of April 15
JACKSONVILLE BANCORP: Has New Chairman of the Board
JACKSONVILLE BANCORP: Has $5 Million Rights Offering
JAYHAWK ENERGY: Resets Conversion Price of Debentures
K-V PHARMACEUTICAL: Conv. Holders Deserve Nothing, Seniors Say

K-V PHARMACEUTICAL: Has Court OK to Employ W&C as Counsel
KIT DIGITAL: Can Tap Its Bankruptcy Loan, Judge Says
KRATOS DEFENSE: S&P Revises Outlook to Stable & Affirms 'B' CCR
LA FRONTERA: S&P Assigns Prelim. 'BB-' Rating to $1BB Term Loan
LBC TANK: S&P Assigns 'B+' CCR & Rates $396MM Facilities 'BB'

LDK SOLAR: Signs Second Shares Purchase Agreement with Fulai
LEE'S FORD: Can Access BB&T's Cash Collateral Until May 10
LEHMAN BROTHERS: Court Approves Settlement With Swiss Unit
LEVEL 3: Incurs $78 Million Net Loss in First Quarter
LIBERTY HARBOR: Exclusive Plan Filing Date Extended Until July 22

LIBERTY MEDICAL: Keeps Insulin Pump Business in Alere Deal
LIBERTY MEDICAL: Aims to Stop June Trial in Fla. Qui Tam Suit
LIFECARE HOLDINGS: Unsecured Creditors Estimate 7.5% Recovery
LINDSAY GENERAL: Files List of Top Unsecured Creditors
LKQ CORP: Moody's Assigns 'Ba3' Rating to New $500MM Senior Notes

LKQ CORP: S&P Affirms 'BB+' CCR & Rates $500MM Notes 'BB-'
MAUI LAND: Shareholders Elect Five Directors
MAXCOM TELECOMUNICACIONES: Fails to Complete Exchange Offer
MAXCOM TELECOMUNICACIONES: Posts Ps.51.6MM Net Income in Q1
MCCLATCHY CO: Incurs $12.7 Million Net Loss in First Quarter

MEDIA GENERAL: Incurs $17.7 Million Net Loss in First Quarter
MMRGLOBAL INC: Investors Can Access Info Thru Twitter, Facebook
MPG OFFICE: To Be Acquired by Brookfield for $3.15 Apiece
NAKNEK ELECTRIC: Court Confirms Reorganization Plan
NATIVE WHOLESALE: May 20 Hearing on Trustee's Case Conversion Plea

NEOGENIX ONCOLOGY: Plan Confirmation Hearing Tomorrow
NORSE ENERGY: Has $3.8 Million Final Loan Approval
NUVILEX INC: Clarifies that It's Not a Shell Company
NYTEX ENERGY: To Buy Back 2.7 Million Common Shares
OLD SECOND: Reports $5.5 Million Net Income in First Quarter

ORCHARD BRANDS: S&P Assigns 'B' CCR; Outlook Stable
ORCHARD SUPPLY: Amends Waiver Agreement with Term Loan Lenders
OSAGE EXPLORATION: P. Hoffman Held 5.3% Stake as of Jan. 22
OVERSEAS SHIPHOLDING: Enters Into Charter Deal with Capital
PEACHTREE CASUALTY: A.M. Best Affirms 'B' Finc'l. Strength Rating

PEAK RESORTS: Has Until July 27 to File a Chapter 11 Plan
PENSON WORLDWIDE: S&P Withdraws 'D' Ratings
PHILADELPHIA HOUSING: Returns to Local Control After 2 Years
PHOENIX COS: S&P Keeps 'B-' Rating on CreditWatch Negative
POSITIVEID CORP: Copy of Certificate of Incorporation

POWER BUYER: Moody's Rates 'B2' Rating to $495-Mil. Debt Facility
POWERWAVE TECHNOLOGIES: Has OK to Tap DIP Loans/Cash Collateral
POWERWAVE TECHNOLOGIES: Hires Hilco as Receivables Servicer
POWERWAVE TECHNOLOGIES: Houlihan Lokey Replaces Sandler as Banker
POWERWAVE TECHNOLOGIES: Rejects Steven Global Logistics Agreement

RADIOSHACK CORP: Amends First Quarter Form 10-Q
RANCHER ENERGY: Evaluating Opportunities for Expansion
READER'S DIGEST: Enters Into European Licensing Deals with Tarsago
REALOGY CORP: Issues $500 Million Senior Notes
REGIONS FINANCIAL: Moody's Assigns Shelf Ratings to Three Trusts

RENT-A-CENTER INC: New $250MM Senior Notes Get Moody's Ba3 Rating
RENT-A-CENTER INC: S&P Cuts CCR to 'BB' & Rates $250MM Notes 'BB-'
RESIDENTIAL CAPITAL: Wants Plan Exclusivity Until July 10
RESIDENTIAL CAPITAL: May 14 Hearing on AFI Cash Collateral
RESIDENTIAL CAPITAL: Wilmington Seeks to Pursue HoldCo Claims

REVOLUTION DAIRY: Associates and Erkelens OK'd as Appraisers
ROTECH HEALTHCARE: Official Equity Committee Appointed
SBM CERTIFICATE: Case Summary & 20 Largest Unsecured Creditors
SEDONA DEVELOPMENT: Court Confirms Plan of Reorganization
SEMINOLE HARD: Moody's Raises Corp. Family Rating to 'B1'

SHAMROCK-HOSTMARK: Has Interim Access to Cash Until May 31
SHAMROCK-HOSTMARK: May 8 Hearing on Ch. 11 Trustee Appointment
SHAMROCK-HOSTMARK: May 30 Hearing on Adequacy of Plan Outline
SNOKIST GROWERS: Unsecureds to Receive 20% Initial Distribution
SPIN HOLDCO: S&P Assigns 'B' CCR & Rates $845MM Facilities 'B+'

STEREOTAXIS INC: Martin Stammer Named Chief Financial Officer
STOCKTON, CA: U.S. Trustee Appoints Retirees' Committee
STRATA TITLE: Buyout of Santerra Stake Subject to Automatic Stay
STRATUS MEDIA: Amends Annual and Quarterly Reports
STRIKE MINERALS: Enters Into Forbearance & Standstill Agreement

SUPERCOM LTD: Reports $4.8 Million Net Income in 2012
SUPERMEDIA INC: Completes Dex One Merger, Exits Chapter 11
SURGICAL CARE: Moody's Rates Proposed $291MM Debt Add-On 'B1'
SYNAGRO TECHNOLOGIES: Proposes $2.1-Mil. Senior Executive Bonuses
SYNAGRO TECHNOLOGIES: Sets May 13 Bid Procedures Hearing

SYNAGRO TECHNOLOGIES: S&P Reinstates 'CCC-' Rating on $100MM Loan
SYNAGRO TECHNOLOGIES: S&P Lowers Corporate Credit Rating to 'D'
T-MOBILE USA: S&P Assigns 'BB' Rating to $11.2BB Unsecured Notes
T3 MOTION: Electric Police-Vehicle Maker Running Out of Cash
THERMOENERGY CORP: Dileep Agnihotri Resigns as Director

TOMSTEN INC: In Chapter 11; Creditors' Meeting May 30
TRICORBRAUN INC: S&P Assigns 'B+' Rating to $75MM Credit Facility
TRITON CONTAINER: S&P Assigns 'BB+' Corporate Credit Rating
TRUCEPT INC: Appeals Issuance of One-Time Bank Levy by the IRS
TWIN RIVER: Amended Refinancing Terms No Impact on B1 CFR

UNI-PIXEL INC: Shareholders Elect Seven Directors
UNIQUE BROADBAND: Still Under CCAA, Reports Q2 Results
UNIV. OF NORTH CAROLINA: S&P Removes 'BB' Rating from Watch Neg.
USA UNITED FLEET: Court Rules on Insurance Tax Liability Dispute
USG CORP: Reports $2 Million Net Income in First Quarter

USHEALTH GROUP: A.M. Best Affirms 'B-' Financial Strength Rating
UTSTARCOM INC: Incurs $35.6 Million Net Loss in 2012
VHGI HOLDINGS: Unit Has $65MM Credit Pact with Ariana Turquoise
VIASYSTEMS GROUP: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR
VTE PHILADELPHIA: Creditor Seeks Dismissal of Ch. 11 Case

WARNER MUSIC: Amends 2012 Credit Agreement with Credit Suisse
WEST CORP: Reports $3 Million Net Income in First Quarter
WEST PENN: Fitch Places 'C' Bonds Rating on Rating Watch Evolving
WESTINGHOUSE SOLAR: Amends 2012 Annual Report
WIZARD WORLD: Enters Into Lease with Bristol Capital

WOODCREST COUNTRY CLUB: Sets May 24 Plan Confirmation Hearing
XZERES CORP: Hires Consultant and Advisor for Possible Sale
YARWAY CORP: Wins Approval for Logan as Claims Agent
YARWAY CORP: List of Creditors Holding Non-Asbestos Claims
YARWAY CORP: Proposes James Patton as Future Claimants' Rep

* Fitch Says Home Equity Credit Quality Likely to Worsen in 2014

* Circuit Panel Divides on Employment Claim Ownership
* Cramdown Approved, Mobile Home Not Considered Real Estate
* No Homestead Exemption Without Equity in Property
* GASB Publishes Statement for Nonexchange Financial Guarantees

* Rating Cuts Continue for Public Finance Sector in 1st Quarter
* More Companies Feeling Stress of Slow Economy, April CMI Shows
* Two Bank Failures Bring Total in 2013 to Ten
* Deloitte Unveils Poll Data on Executive Management in Turnaround

* Keith Phillips to Succeed Tice as Judge in Richmond

* Theodore Laufik Joins Resilience Capital as CFO

* Upcoming Meetings, Conferences and Seminars

                            *********

22ND CENTURY: Amends 6.2 Million Shares Resale Prospectus
---------------------------------------------------------
22nd Century Group, Inc., has amended its Form S-1 relating to the
resale at various times by Sabby Volatility Warrant Master Fund,
Ltd., and Sabby Healthcare Volatility Master Fund, Ltd., of up to
6,250,000 shares of common stock, par value $0.00001 per share,
issuable (i) upon conversion of the Company's Series A-1 Preferred
Stock and (ii) upon the exercise of Series B Warrants.

These shares were privately issued to the selling stockholders in
connection with a private placement transaction.  The Company will
not receive any proceeds from the sale of common stock by the
selling stockholders, but the Company will receive funds from the
exercise of the Series B Warrants, if exercised.

The Company's common stock is traded on the OTC Bulletin Board
under the symbol "XXII.OB".  On March 15, 2013, the closing sale
price of the Company's common stock was $0.99 per share.

A copy of the Amended Prospectus is available for free at:

                        http://is.gd/jo2Jdj

                        About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

22nd Century incurred a net loss of $6.73 million in 2012, as
compared with a net loss of $1.34 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $2.64 million
in total assets, $8.77 million in total liabilities, and a
$6.13 million total shareholders' deficit.

Freed Maxick CPAs, P.C., in Buffalo, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that 22nd Century has suffered recurring losses from operations
and as of Dec. 31, 2012, has negative working capital of
$3.3 million and a shareholders' deficit of $6.1 million.
Additional capital will be required during 2013 in order to
satisfy existing current obligations and finance working capital
needs as well as additional losses from operations that are
expected in 2013.


250 AZ: Can Hire David Knapper for Hearing on Stay Relief
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona early this
month entered an order authorizing 250 AZ, LLC to employ the Law
Offices of David L. Knapper to conduct a hearing on a motion to
lift stay where Breen, Olson & Trenton, LLP, counsel for the
Debtor, will be a witness at the hearing.

Mr. Knapper will be charging the Debtor for his time at the rate
of $250 per hour.  Mr. Knapper has requested an initial retainer
of $5,000 to commence with the action.  The estimate for total
services rendered is not more than $7,500.

To the best of the Debtor's knowledge, Knapper Law has no
connection with any of the parties in interest or their respective
attorneys in this 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.


710 LONG RIDGE: NLRB, Unions Hit Bankruptcy Court Ruling
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the outcome of the appeal by Five Connecticut nursing
homes managed by HealthBridge Management LLC will show whether
bankruptcy is a viable strategy for a company to sidestep
unfavorable labor law rulings by the National Labor Relations
Board or federal district courts.

The report recounts that after the union contract expired by its
terms before bankruptcy, the nursing homes declared there was an
impasse in negotiations and unilaterally imposed new terms of
employment.

The New England Health Care Employees Union, District 1199, went
on strike and sued.  The NLRB ruled there was no impasse and
consequently directed the homes to reinstate higher wages and
benefits under an expired union contract.

The nursing homes unsuccessfully appealed to a federal district
judge in Connecticut who declined to bar the NLRB from
implementing its decision. Losing in district court, the homes
couldn't persuade the U.S. Court of Appeals in Manhattan to
intercede and allow payment of lower wages or benefits.  Defeated
in higher federal courts, the facilities filed for Chapter 11
protection in Newark, New Jersey, in late February.

The nursing homes, the report discloses, explained to the
bankruptcy court how the union contract was causing unsustainable
losses of $1.3 million a month.  In early March, U.S. Bankruptcy
Judge Donald Steckroth allowed the facilities to reduce wages and
benefits temporarily.

According to the report, appealing to a federal district judge in
New Jersey, the union and the NLRB argue that a bankruptcy court
has no right in substance to act as an appellate court and set
aside a ruling by a federal district court.  They say the ability
to reverse the ruling of the Connecticut district court is lodged
solely in federal appellate courts.  Because the contract had
expired, they take the position that the NLRB has sole
jurisdiction to decide the terms on which workers can be employed
until there is an impasse in negotiations.

Judge Steckroth "did the exact right thing," according to Michael
Sirota, a lawyer with Cole Schotz Meisel Forman & Leonard PA in
New York, attorneys for the nursing homes.  The judge "applied the
unrefuted facts," Mr. Sirota said.

Mr. Rochelle notes that it isn't entirely clear whether the
rulings by the bankruptcy court are so-called final rulings where
there is a right to appeal.  Just in case, the union and the NLRB
are asking the New Jersey district court for permission to appeal.

                       About 710 Long Ridge

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

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

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

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

An Official Committee of Unsecured Creditors has been appointed in
the case.  Kevin P. Lombardo also has been named patient care
ombudsman for the Debtors.


ADAMS PRODUCE: Wins Confirmation of Liquidating Plan
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Bankruptcy Court in Birmingham, Alabama,
signed a confirmation order approving a liquidating plan for
what's left of Adams Produce Company LLC.

According to the report, the Plan in substance distributes assets
in the order of priority laid out in bankruptcy law. There is no
estimate for how much unsecured creditors will receive on about
$25 million in claims.

                      About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce was a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.

Adams Produce disclosed $19,545,473 in assets and $41,569,039 and
liabilities as of the Chapter 11 filing.  A debtor-affiliate,
Adams Clinton Business Park, LLC, estimated up to $10 million in
assets and liabilities.  The Debtors owe PNC Bank, National
Association, $750,000 under a term loan, $1.35 million under a
real estate loan, and $3.4 million under a revolver.  The Debtors
are also indebted $2 million under promissory notes.  Adams owes
$4.4 million in accounts payable to trade and other creditors, and
$10.2 million to agricultural commodity suppliers.

The Debtors tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.  Brian R. Walding, Esq., at
Walding LLC, in Birmingham, Alabama, represents the Ad Hoc
Committee of Non-Insider Employees as counsel.

Adams Produce halted operations after filing for bankruptcy. It
sold off the perishable inventory with court approval to former
company managers for about half cost.


ADVANCED MEDICAL: Sells 2.8 Million Common Shares to Brookline
--------------------------------------------------------------
Advanced Medical Isotope Corporation sold and issued 2,857,142
shares of the Company's common stock at $0.105 per share to
Brookline Special Situations Fund pursuant to the terms of a Stock
Purchase Agreement.  The Agreement contains customary
representations, warranties and agreements by the Company.  The
Investor also received warrants, exercisable until Oct. 18, 2015,
to purchase up to 7,142,855 shares of the Company's common stock
at $0.15 per share in cash.

In connection with this offering, the Company entered into a
Registration Rights Agreement and agreed to file a Form S-1 within
60 days of the Closing Date to register the Common Stock issued to
the Investor, the shares of Common Stock issuable upon exercise of
the Warrants, and the Common Stock issued to the placement agent,
as well as the common stock and common stock underlying warrants
issued in the offering that was completed on March 1, 2013, that
was previously reported on a Form 8-K.

At the closing, the Company received gross proceeds of $300,000
and net proceeds of $270,000 after brokerage commissions.  The
Company also issued 285,714 warrants as part of the payment to the
placement agent.  The proceeds from the sale of the securities
shall be used for working capital purposes.

The securities offered and described above have not been
registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements.  The
issuance of the securities in the transaction will be effected
without registration under the Securities Act in reliance on
Section 4(2) thereof or Rule 506 of Regulation D thereunder based
on the status of the Investor as an accredited investor as defined
under the Securities Act, and such transaction will be effected
without using any form of general advertising or general
solicitation as those terms are used in Regulation D.

Kennewick, Washington-based Advanced Medical Isotope Corporation
is engaged in the production and distribution of medical isotopes
and medical isotope technologies that are changing the practice of
medicine and ushering in a new era of improved patient care.
Isotopes are a form of chemical element with the same atomic
number as another element but with a different atomic mass.
Medical isotopes are used in molecular imaging, therapy, and
nuclear medicine to diagnose, manage and treat diseases.

HJ & Associates, LLC, in Salt Lake City, Utah, expressed
substantial doubt about Advanced Medical's ability to continue as
a going concern following the annual results for the year ended
Dec. 31, 2012.  The independent auditors noted that the Company
has suffered recurring losses, used significant cash in support of
its operating activities and, based upon current operating levels,
requires additional capital or significant restructuring to
sustain its operation for the foreseeable future.

The Company reported a net loss of $8.6 million on $247,968 of
revenues in 2012, compared with a net loss of $2.7 million on
$393,603 of revenues in 2011.  The Company's balance sheet at Dec.
31, 2012, showed $1.2 million in total assets, $11.0 million in
total liabilities, and shareholders' equity of $9.8 million.


AEMETIS INC: Issues 1.8 Million Common Shares to Satisfy Debts
--------------------------------------------------------------
Aemetis International, Inc., entered into an Agreement for
Satisfaction of Note by Share and Note Issuance with Laird Q.
Cagan for himself and as agent for other holders of interests in
Borrowers Revolving Line of Credit Agreement dated Aug. 17, 2009,
amended Oct. 15, 2012.  Pursuant to the Satisfaction Agreement,
the Company issued to the Holders an aggregate of 1,826,547 shares
of common stock in payment for $991,946 of interest and fees
outstanding under the Credit Agreement, collection of a deposit in
the amount of $170,000 and the issuance of new Notes in the
aggregate amount of $560,612 in payment of the remaining
principal, interest and fees.  As of April 18, 2013, all
obligations of both parties pursuant to the Credit Agreement have
been met and fully discharged.

The issuance of these shares was made in reliance on Rule 506 of
Regulation D, as promulgated by the Securities and Exchange
Commission under the Securities Act.  The Holders have each
represented that they are "accredited investors" as defined in the
Securities Act of 1933 and are acquiring the Shares for investment
only and not with a view towards, or for resale in connection
with, the public sale or distribution thereof.

A copy of the Agreement for Satisfaction is available at:

                        http://is.gd/XisQoO

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

McGladrey LLP, in Des Moines, Iowa, expressed substantial doubt
about Aemetis, Inc.'s ability to continue as a going concern
following the annual results for the year ended Dec. 31, 2012.
The independent auditors noted that the Company has suffered
recurring losses from operations and its cash flows from
operations are not sufficient to cover debt service requirements.

The Company reported a net loss of $4.3 million on $189.0 million
of revenues in 2012, compared with a net loss of $18.3 million on
$141.9 million of revenues in 2011.  The Company's balance sheet
at Dec. 31, 2012, showed $96.9 million in total assets,
$93.4 million in total liabilities, and stockholders' equity of
$3.5 million.


AFFIRMATIVE INSURANCE: A.M. Best Cuts Credit Rating to 'cc'
-----------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C-
(Weak) from C (Weak) and the issuer credit ratings (ICR) to "cc"
from "ccc" of Affirmative Insurance Company (Affirmative) (Burr
Ridge, IL) and its wholly owned subsidiary, USAgencies Casualty
Insurance Company, Inc. (Baton Rouge, LA). In addition, A.M. Best
has affirmed the ICR of "c" of the publicly traded parent,
Affirmative Insurance Holdings, Inc. (headquartered in Addison,
TX) [NASDAQ: AFFM]. The outlook for all ratings is negative.
Concurrently, A.M. Best has withdrawn the ratings as the parent
has requested to no longer participate in A.M. Best's interactive
rating process.

These rating actions are a result of the organization's continued
loss of policyholders' surplus, weakened risk-adjusted
capitalization, unfavorable operating performance and solvency
issues due to failure to meet financial debt covenants and
regulatory reserve funding requirements. In addition, there are
serious concerns regarding the parent's ability to repay senior
debt due January 30, 2014.


AGFEED INDUSTRIES: Forbearance Ends July, May File for Bankruptcy
-----------------------------------------------------------------
AgFeed USA, LLC, a wholly owned subsidiary of AgFeed Industries,
Inc., and certain of its subsidiaries entered into a forbearance
agreement with Farm Credit Services of America, FLCA, and Farm
Credit Services of America, PCA.  In the Forbearance Agreement,
Farm Credit agreed that it will extend the period during which it
will take no action to enforce its default remedies under the 2006
Credit Agreement and related security and other agreements until
the earlier of (1) violation of the Forbearance Agreement and (2)
July 1, 2013.

The Forbearance Agreement further provides that advances of cash
that the Borrowers make to the Company may not exceed (1) $967,788
during the Forbearance Period or (2) $365,000 during any calendar
month during the Forbearance Period.

AgFeed USA has committed to complete by July 1, 2013, a
transaction that will result in the satisfaction in full of Farm
Credit's claims.  As required under the Forbearance Agreement and
to facilitate this process, the Company approved an amendment to
the AgFeed USA, LLC, limited liability company agreement to
provide for and appoint a board of managers of AgFeed USA, LLC,
and that board of managers appointed a Chief Restructuring Officer
of AgFeed USA, LLC.  AgFeed USA, LLC, has engaged BDA Advisors
Inc. as its financial advisors with respect to the Transaction
process.  In addition to pursuing a Transaction, the Company, with
the assistance of its financial adviser, Business Development Asia
LLC, is actively pursuing sales of its Chinese subsidiaries and
assets, an investment of capital and bridge financing to provide
the Company with additional liquidity.

Also on April 18, 2013, the Company entered into a Guaranty of the
obligations of the Borrowers under the Credit Agreement.  The
Company's obligations under the Guaranty will not exceed the sum
of $1,406,250, which represents cash amounts previously advanced
from the Borrowers to the Company, plus the aggregate amount of
advances to the Company during the Forbearance Period.

The Company is a holding company and conducts all of its business
through its operating subsidiaries.  It relies on cash
distributions, advances and disbursements paid by its direct or
indirect subsidiaries for its cash needs, including to pay its
operating expenses.

After the Forbearance Period, when a Transaction is complete, it
is likely that the Company will have no subsidiaries that continue
to operate in the United States from which the Company could
receive continued funding.  Distributions and other cash payments
from the Company's Chinese subsidiaries to the Company are subject
to several significant limitations and are not sufficient to fund
the expenses of the Company.  For these reasons and the impact to
liquidity of having paid the previously announced adverse
arbitration decision and award against AgFeed USA in favor of
Hormel, the Company has only a de minimis amount of cash and no
immediately available sources of liquidity, other than the limited
advances permitted under the Forbearance Agreement during the
Forbearance Period.

"If the Company cannot secure a source of adequate liquidity, then
the Company would need to further curtail its operations and may
seek relief under the United States Bankruptcy Code or under
applicable state receivership law," according to the Company's
regulatory filing.

                       Major Customer Matters

AgFeed USA, LLC, and certain of its subsidiaries sell hogs to
Hormel Foods Corporation and its subsidiaries under supply
agreements.  Sales of hogs to Hormel under the Supply Agreements
account for substantially all of AgFeed USA's revenues and a
majority of the Company's revenues.  On April 18, 2013, AgFeed USA
entered into a settlement with Hormel.  Under the terms of the
Settlement, Hormel agreed to dismiss its previously disclosed
pending arbitration proceeding and AgFeed USA and Hormel will wind
down and terminate their commercial relationship by Dec. 31, 2013.

                     Hog Procurement Agreements

In connection with the Settlement, on April 18, 2013, certain of
AgFeed USA, LLC's wholly owned subsidiaries entered into new
Supply Agreements to replace certain existing Supply Agreements
with Hormel and change the pricing under the Supply Agreements to
a cost-plus basis.

Also in connection with the Settlement, on April 18, 2013, certain
of AgFeed USA, LLC's wholly owned subsidiaries entered into
amendments to existing Supply Agreements with Hormel providing
that Hormel will cease supplying weanling pigs to AgFeed USA after
June 30, 2013.

A copy of the Form 8-K is available for free at:

                       http://is.gd/M1VyRi

                      About Agfeed Industries

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


ALLIED IRISH: To Issue Bonus Shares to NPRFC
--------------------------------------------
Allied Irish Banks, p.l.c., announced that the annual cash
dividend of EUR280 million on the EUR3.5 billion 2009 Non
Cumulative Preference Shares held by the National Pensions Reserve
Fund Commission (NPRFC), on behalf of the Irish State, due May 13,
2013, will not be paid.

As a result AIB becomes obliged to issue and allot ordinary shares
to the NPRFC in accordance with AIB's Articles of Association.
The number of Bonus Shares to be issued will be calculated by
dividing the unpaid dividend amount on the 2009 Preference Shares
by the average price on an ordinary share over the period of 30
days trading immediately preceding the annual dividend date.  The
final amount of Bonus Issue of ordinary shares will therefore be
announced in due course.  The Irish State, through the NPRFC, owns
99.8% of the ordinary shares of AIB.

                      About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

Allied Irish disclosed a loss of EUR3.64 billion on EUR1.10
billion of net interest income for the year ended Dec. 31, 2012,
as compared with a loss of EUR2.29 million on EUR1.35 billion of
net interest income in 2011.  Allied Irish's consolidated balance
sheet at Dec. 31, 2012, showed EUR122.51 billion in total assets,
EUR111.27 billion in total liabilities and EUR11.24 billion in
total shareholders' equity.


ALLSCRIPTS HEALTHCARE: Software Maker Downgraded to BB
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Allscripts Healthcare Solutions Inc., a health-care
software provider, was downgraded Monday by Standard & Poor's in
view of "weak financial performance, management turnover, and
higher debt load to support share repurchases and acquisitions."

The corporate rating went down one step to BB, the second-highest
junk rating.

The Chicago-based company's liquidity is "adequate," S&P said.

The stock rose 4 cents April 29 to $13.83 in Nasdaq Stock Market
trading.  The high for the stock in the last three years was
$22.71 on April 5, 2011.  The low in the period was $8.99 on July
26.


ALLY FINANCIAL: 11 Directors Elected at Annual Meeting
------------------------------------------------------
In connection with its annual meeting on April 25, 2013, Ally
Financial Inc. announced several governance changes.  The U.S.
Treasury Department appointed Mathew Pendo to Ally's Board of
Directors, replacing Kim S. Fennebresque who was previously
appointed by the Treasury.  John J. Stack, who had previously
served on both the Board of Directors of Ally and Ally Bank, has
determined not to stand for re-election to the Ally Board in order
to focus on Ally Bank matters.  Mr. Fennebresque was asked by the
Board to stand for election to the Board of Ally in lieu of Mr.
Stack.

Mr. Pendo recently served as Chief Investment Officer for
Treasury, leaving in March of this year.

The following individuals were elected to the Ally Board of
Directors at the Annual Meeting:

* Robert T. Blakely
* Michael A. Carpenter
* Mayree C. Clark
* John D. Durrett, Jr.
* Stephen A. Feinberg
* Kim S. Fennebresque
* Gerald Greenwald
* Franklin W. Hobbs
* Marjorie Magner
* Henry S. Miller
* Mathew Pendo

                      About Ally Financial

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

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

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

                           *     *     *

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

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

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

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


ALLY FINANCIAL: Copy of Presentation to Shareholders
----------------------------------------------------
Ally Financial Inc. furnished a presentation to shareholders on
April 24, 2013.  The presentation discussed about, among other
things, the Company's 2012 key accomplishments, international sale
update, mortgage update and financial results.  A copy of the
presentation is available for free at http://is.gd/2q5WTk

                        About Ally Financial

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

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

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

                           *     *     *

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

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

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

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


AMBAC FINANCIAL: Expects to Exit Bankruptcy with IRS Deal
---------------------------------------------------------
Ambac Financial Group, Inc. on April 29 disclosed that the United
States Bankruptcy Court for the Southern District of New York
approved a settlement with the United States of America that
brings resolution to claims filed against Ambac by the Internal
Revenue Service and related litigation.  Additionally, the
Bankruptcy Court approved Ambac's entry into an amendment to the
existing tax sharing agreement with Ambac Assurance Corporation as
well as certain modifications to Ambac's Fifth Amended Plan of
Reorganization.

Ambac was scheduled to execute a closing agreement with the IRS on
April 30, 2013, concurrent with its payment of $1.9 million, and
the Segregated Account of Ambac Assurance Corporation's payment of
$100 million, to the United States.

Ambac expects to fulfill the remaining conditions to the
effectiveness of the Plan on or before May 1, 2013.  Pursuant to
the Plan, Ambac will distribute 45,000,000 new common shares and
5,047,138 new warrants to holders of allowed claims, in full and
final satisfaction of such claims, on the Effective Date.  In
addition, all existing common stock of the company will be
cancelled on the Effective Date and the holders of such stock will
not receive any distributions under the Plan.  Ambac has received
approval from the NASDAQ OMX Group to list the New Common and New
Warrants on the NASDAQ Global Select Market, as of the Effective
Date, under the ticker symbols AMBC and AMBCW, respectively.

                            About Ambac

On November 8, 2010, Ambac Financial Group, Inc. filed for a
voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code.  The Bankruptcy Court entered an order
confirming Ambac's plan of reorganization on March 14, 2012.
Until the plan of reorganization is consummated and Ambac emerges
from bankruptcy, it will continue to operate in the ordinary
course of business as "debtor-in-possession" in accordance with
the applicable provisions of the Bankruptcy Code and the orders of
the Bankruptcy Court.

Ambac's principal operating subsidiary, Ambac Assurance
Corporation, is a guarantor of public finance and structured
finance obligations.

                      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).


AMBAC FINANCIAL: Lemonides Won't Sit as Director
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Charles Lemonides, selected by the creditors'
committee to serve on the board of reorganized Ambac Financial
Group Inc., won't be a director after all, as part of a settlement
with the committee.

The report recounts that in March Ambac filed papers with the U.S.
Bankruptcy Court in New York saying that Mr. Lemonides, portfolio
manager of Valueworks LLC, was urging Chief Financial Officer
David Trick to select one of Mr. Lemonides' friends to serve as
Ambac's chief investment officer.  Mr. Lemonides was to be one of
the initial board members the committee is entitled to name under
Ambac's reorganization plan scheduled for implementation soon.

When Mr. Trick told Mr. Lemonides that the friend didn't seem
qualified, Mr. Lemonides told Mr. Trick that his compensation
would be affected by whether or not the friend became the CIO,
according to company court filing.  Ambac followed up with a
motion to preclude Mr. Lemonides from serving on the board. There
was a hearing in bankruptcy court on April 18.

According to the report, last week Ambac and Mr. Lemonides settled
their dispute, which the bankruptcy judge approved on April 25.
Mr. Lemonides said in an interview that he won't be on the board.
The committee hasn't selected a replacement as yet, he said.

Other terms of the settlement are unknown because the entire
document is under seal.

Mr. Lemonides said the Ambac reorganization was a "tremendous
success."  He said he's "confident in remaining leadership the
committee has put in place."

                       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.  Claims from the Internal Revenue Service prevented the
company from implementing the plan and emerging from bankruptcy.
Ambac said emergence from bankruptcy will occur "shortly after"
the IRS settlement is completed.

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: Disclosure Statement Hearing Moved to June 4
---------------------------------------------------------------
Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York moved the hearing to consider approval of the
disclosure statement explaining the Plan of Reorganization filed
by AMR Corp. and its debtor affiliates to June 4, at 11:00 a.m.
(Eastern Time).  Creditors and other parties have until May 24, at
12:00 noon (Eastern Time), to file objections to the disclosure
statement.

The bankruptcy court must approve the outline of AMR's Chapter 11
plan of reorganization before the company can solicit votes from
creditors.  A majority must vote to accept the plan before the
court can hold a hearing on the plan.

The proposed plan is based on AMR's $11 billion merger with US
Airways Group Inc., which was formally approved on April 11 by
the bankruptcy court.

The plan sets out how much creditors will recover on their
claims.  Under the plan, unsecured creditors of AMR, Americas
Ground Services Inc., PMA Investment Subsidiary Inc. and SC
Investment Inc. will recover their claims in full.  Unsecured
creditors of AMR's subsidiaries, including American Airlines and
American Eagle Airlines Inc., will also get 100% recovery on
their claims.  Shares of common stock of the new company will be
distributed to workers, including pilots and flight attendants,
at American Airlines.

According to the outline, the plan will be implemented and become
effective in conjunction with the consummation of the merger.

          Execs Reveal Plans to Integrate AA, US Airways

Executives of American Airlines and US Airways said the carriers
are in a planning phase but won't be able to execute any changes
until the merger is officially closed.

Bev Goulet, American Airlines' senior vice-president, and Robert
Isom, US Airways' chief operations officer, said that 29 employee
teams are analyzing differences between the two carriers in an
array of areas ranging from airport operations to maintenance and
pricing.  This work will help the carriers plan how to sequence
the steps they will take to harmonize their operations, according
to a Wall Street Journal article dated April 25.

Mr. Isom said the new American Airlines wants to have a few
things ready to go the day after the deal closes, which include
training workers on the other airlines' policies and having a
single crisis plan in place in case of an accident, according to
the article.

Within six months, the two carriers hope to start moving their
planes around.  They also want to let passengers earn and redeem
miles on the other carrier's frequent-flier plan, harmonize some
product offerings and align some passenger processing procedures.

By a year after the closing, the two carriers plan to move to one
computer system and a single website, combine their operations
centers and align employee procedures and manuals.  The carriers
have to win a single operating certificate from the Federal
Aviation Administration so that they can join their workforces,
mix and match aircraft, and offer a single passenger experience,
according to the Wall Street Journal article.

                     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: Arranging $3.25-Bil. Bankruptcy Exit Loan
------------------------------------------------------------
AMR Corp., the parent of American Airlines Inc., filed a motion
seeking approval from U.S. Bankruptcy Judge Sean Lane to borrow
up to $3.25 billion.

The financing includes a $2.25 billion term loan that would be
available to American Airlines during and after its Chapter 11
case, and another $1 billion revolving loan that would only be
available after the airline's emergence from bankruptcy
protection.

American Airlines can borrow on the term loan for up to six years
and the other loan for up to five years.  The loans would be
secured by its airport slots in the U.S. and South America, and
its right to operate direct flights between those countries.

The collateral includes slots, gates and routes in Argentina,
Bolivia, Brazil, Chile, Colombia, Ecuador, Paraguay, Peru,
Uruguay and Venezuela, and any other South American country where
American Airlines operates non-stop scheduled air carrier service
to the U.S.

Major banks that committed to provide the financing include
Barclays Bank PLC, Deutsche Bank Trust Co. Americas, JPMorgan
Chase Bank N.A. and Morgan Stanley Senior Funding Inc.  Each will
provide $150 million revolving loan.

A copy of the commitment letter and the term sheet is available
for free at http://is.gd/eGxFCK

A court hearing to consider approval of the proposed financing is
scheduled for May 9.  Objections are due by May 2.

American Airlines increased the capacity of its flights to South
America by nearly 9% between 2011 and 2012, and by nearly 46%
between 2002 and 2012, Fox Business News reported, citing data
from airline consulting firm ICF International.

South America has been a key target for the airline's expansion
in recent months, particularly Brazil, which is the host country
for next year's FIFA World Cup.  It has an existing alliance with
Latam Airlines Group SA (LFL), Latin America's largest carrier,
providing access to domestic markets in Brazil and Chile,
according to the Fox Business report.

                Repayment of Senior Secured Notes

In the same filing, AMR also seeks approval to use cash on hand,
including proceeds from the $3.25 billion loan, to repay
pre-bankruptcy obligations under the 10.5% senior secured notes
due in 2012 issued under a 2009 agreement between American
Airlines and U.S. Bank Trust N.A.

American Airlines owes $523.4 million under the notes as of March
31, 2013.  The notes, which matured in October 2012, are secured
by collateral that includes aircraft parts and $41.5 million of
cash.

                     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: Seeks Approval of $130MM Aircraft Financing
--------------------------------------------------------------
AMR Corp. is seeking approval from the U.S. Bankruptcy Court in
Manhattan to obtain as much as $130 million in financing.

The loan would be secured by nine Boeing aircraft owned by the
company, and four new Boeing aircraft, which are scheduled to be
delivered between April and July 2013.

AMR will get the funding under a subordinated tranche of enhanced
equipment trust certificates to be issued in connection with the
American Airlines Pass Through Certificates, Series 2013-1.

In court papers, AMR said the funding will allow it to acquire
new aircraft, take advantage of low interest rates in the EETC
financing market, and increase the company's liquidity.

A court hearing is scheduled for May 9.  Objections are due by
May 2.

                     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 COMMERCE: Amends 2012 Periodic Reports with SEC
--------------------------------------------------------
American Commerce Solutions, Inc., has filed an amendment to its
quarterly reports for the periods ended May 31, 2012, Aug. 31,
2012, and Nov. 30, 2012, to amend Item 4(T) Controls and
Procedures.  Copies of the Amendments are available at:

                          http://is.gd/xN3wJP
                          http://is.gd/Rai6TH
                          http://is.gd/wwGAtD

                        About American Commerce

American Commerce Solutions, Inc., headquartered in Bartow,
Florida, is primarily a holding company with one wholly owned
subsidiary; International Machine and Welding, Inc., is engaged in
the machining and fabrication of parts used in heavy industry, and
parts sales and service for heavy construction equipment.

As reported in the TCR on May 28, 2012, Peter Messineo, CPA, of
Palm Harbor, Florida, expressed substantial doubt about American
Commerce's ability to continue as a going concern, following its
audit of the Company's financial position and results of
operations for the fiscal year ended Feb. 29, 2012.  The
independent auditors noted that the Company has incurred recurring
losses from continuing operations, has negative working capital
and has used significant cash in support of its operating
activities.  Additionally, as of Feb. 29, 2012 the Company is in
default of several notes payable.

The Company's balance sheet at Nov. 30, 2012, showed $4.93 million
in total assets, $4.38 million in total liabilities and $556,410
in total stockholders' equity.


AMERICAN RESIDENTIAL: S&P Revises Ratings Outlook to Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Memphis-based American Residential Services LLC
(ARS), and revised its outlook to negative from stable.

In addition, S&P affirmed its issue-level rating on the company's
$165 million senior secured second-lien notes due 2015 at 'B-',
and S&P's rating on the company's $50 million senior secured
holding company notes at 'CCC'.  The recovery rating on the
second-lien notes is unchanged at '4', indicating S&P's
expectation of average (30% to 50%) recovery for noteholders in
the event of a payment default.  The recovery rating on the holdco
notes remains '6', indicating S&P's expectation of negligible (0%
to 10%) recovery in the event of a default.

The outlook revision reflects the further weakening in ARS' credit
measures as a result of poor operating performance for full year
2012, and S&P's expectation that weakness will continue into 2013.
The company's leverage has increased and its liquidity continues
to be "less than adequate," given its very tight covenant
compliance cushion.

S&P's ratings on ARS reflect its view that the company's financial
risk profile will remain "highly leveraged," which incorporates a
very aggressive financial policy, given the company's history of
debt-financed shareholder distributions.  S&P characterizes ARS'
business risk profile as "vulnerable" because of its narrow
product focus, the seasonality of its business, and its
susceptibility to weather and economic cycles.

"The company's operating performance deteriorated as a result of
operational and weather-related difficulties in 2012, and its
credit measures weakened accordingly," said Standard & Poor's
credit analyst Linda Phelps. (ARS is a privately held corporation
and does not publicly disclose its financial statements.)

Standard & Poor's believes the company's credit measures will
remain weak but could improve modestly with the sale of its
Arizona business and the recent operational changes.  However, S&P
could lower its ratings if operating performance does not improve
such that covenant compliance cushion increases to the 10% area
and EBITDA-to-interest coverage improves the 1.5x area, possibly
as a result of a further decline in operating performance.

Alternatively, S&P could revise its outlook to stable if the
company is able to reduce leverage to the mid-7x area, likely
through improved operating performance and modest debt reduction.
With modest debt reduction, EBITDA would need to rise about 6%
from current levels for this to occur.


ANTIOCH COMPANY: Meeting of Creditors on May 20
-----------------------------------------------
There'll be a meeting of creditors of The Antioch Company and its
debtor-affiliates on May 20, 2013 at 1:30 p.m. at Mtg Minneapolis
- US Courthouse, 300 S 4th St, Room 1017 (10th Floor).

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

The last day to object to discharge of claims is on July 19, 2013.
Proofs of claims are due by Aug. 19.

                     About The Antioch Company

St. Cloud, Minn.-based scrapbook company The Antioch Company and
six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn.
Case No. 13-41898) in Minneapolis on April 16, 2013.  Antioch
disclosed $10 million to $50 million in both assets and debts.

The affiliates that separate filed for Chapter 11 are Antioch
International-Canada LLC, Antioch International LLC, zeBlooms LLC,
Antioch Framers Supply LLC, Antioch International-New Zealand LLC,
and Creative Memories Puerto Rico, LLC.

Founded in 1926, Antioch and its affiliates make up one of the
world's preeminent suppliers of scrapbooks, related accessories,
and photo solutions for memory preservation through the direct
sales channel.  The Debtors also go by business names Creative
Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame
of Mind and Webway.

Antioch has 200 employees and currently has operations through the
Debtor companies and foreign subsidiaries in the United States,
Canada, Japan, Australia, and New Zealand.  In 2012, the Company's
net revenue was approximately $93.8 million and it had a net loss
of $3.7 million.

Antioch previously sought bankruptcy protection in 2008 (Bankr.
S.D. Ohio Case No. 08-35741).


ANTIOCH COMPANY: May 9 Hearing on Use of Rabbi Trust Funds
----------------------------------------------------------
Bankruptcy Judge Dennis D. O'Brien will convene a hearing May 9,
2013, at 2013 at 2:30 p.m. to consider approval of The Antioch
Company's motion for an order directing the trustees of the
Debtors' rabbi trust to deliver the Debtors' trust assets to the
estates and authorizing the use of such funds in the ordinary
course of business.

At the May 9 hearing, the Debtors will also seek final approval of
their request to pay prepetition claims of up to $680,000 to
shippers and warehousemen, $70,000 to customs brokers and up to
$1.3 million to critical vendors.  The Debtors said that they only
included in the list of critical vendors those vendors and
supplier that are truly "critical" to the Debtors' immediate
business needs.

The Debtors have obtained interim approval of the critical vendor
motion at the April 18 hearing.  Following the April 18 hearing,
the bankruptcy judge also approved the Debtors' request to honor
certain consultant obligations, pay prepetition wages of
employees, enjoin utilities from discontinuing service.

As to the bid to use funds from the rabbi trust, certain
creditors, namely Karis Bellisario, Meda Branwell, Christy Keyton,
Lynelle S Johnson, Madelyn Sturgeon, Donna Baker, conveyed
objections to the proposal.

"Those of us who have invested decades with this company and been
the key builders and leaders deserve to have the funds that were
deferred from our checks for retirement years and funds that were
invested and matched for the retirement years protected and
preserved for their intended use, and have Creative Memories
officers and board resolve their current financial issues in some
other way than resorting to tapping into these monies," Ms.
Bellisario wrote in her letter objection.

                          Rabbi Trust

In 1998, the Company established a rabbi trust, a tool companies
use to pre-fund deferred compensation obligations.  The Debtors'
rabbi trust was established to set aside certain assets to use as
a funding mechanism to meet the Company's obligations under its
deferred compensation plans.  The trust currently has assets of
$2.0 million.

The Debtors note that while the rabbi trust was intended to
provide a potential mechanism for payment of the unfunded deferred
compensation benefits of participants of the plans, the rights of
the participants to the funds in the trust do not exceed those of
a general creditor of the Debtors.

The Debtors assert that the terms of the rabbi trust provide that
the trust assets belong to the Debtors and that, upon insolvency,
no creditor (including the participants) has any senior right to
the funds.

The Debtors aver that all of their creditors will benefit from use
of the funds.  "Obviously, the Debtors' cash assets are fungible
and, therefore, use of the assets during the cases will not only
directly satisfy certain creditor claims, but will also increase
the ultimate distributions to unsecured creditors dollar for
dollar because other assets of the Debtors will not be consumed
during the cases," the Debtors' counsel, Douglas W. Kassebaum,
Esq., at Fredrikson & Byron, P.A., asserts in court filings.

                     About The Antioch Company

St. Cloud, Minn.-based scrapbook company The Antioch Company and
six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn.
Case No. 13-41898) in Minneapolis on April 16, 2013.  Antioch
disclosed $10 million to $50 million in both assets and debts.

The affiliates that separate filed for Chapter 11 are Antioch
International-Canada LLC, Antioch International LLC, zeBlooms LLC,
Antioch Framers Supply LLC, Antioch International-New Zealand LLC,
and Creative Memories Puerto Rico, LLC.

Founded in 1926, Antioch and its affiliates make up one of the
world's preeminent suppliers of scrapbooks, related accessories,
and photo solutions for memory preservation through the direct
sales channel.  The Debtors also go by business names Creative
Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame
of Mind and Webway.

Antioch has 200 employees and currently has operations through the
Debtor companies and foreign subsidiaries in the United States,
Canada, Japan, Australia, and New Zealand. In 2012, the Company's
net revenue was approximately $93.8 million and it had a net loss
of $3.7 million.

Antioch previously sought bankruptcy protection in 2008 (Bankr.
S.D. Ohio Case No. 08-35741).


ANTIOCH COMPANY: Asks for Approval of Attorneys, CRO
----------------------------------------------------
The Antioch Company and its debtor-affiliates are asking the
Bankruptcy Court for approval to employ the law firm of McDonald
Hopkins LLC as lead Chapter 11 counsel, the law firm of Fredrikson
& Byron, P.A., as local counsel, and Stoneleigh Group Holdings LLC
to provide the services of Kevin Willis as chief restructuring
officer.

The Debtors wish to employ the law firm of McDonald Hopkins LLC,
including lawyers in its Business Restructuring Services
Department, to represent or to assist the Debtors in carrying out
their duties under title 11 of the Bankruptcy Code, and to perform
other legal services necessary to the Debtors' continuing
operations.  The lawyers expected to be primarily involved in the
Debtors' cases and their respective hourly rates are: Sean Malloy,
Member, $530; Michael Kaczka, Member, $370; Manju Gupta,
Associate, $285.

The Debtors wish to employ the law firm of Fredrikson & Byron,
including lawyers in its bankruptcy group, to, among other things,
provide the lead Chapter 11 counsel advice and guidance on
compliance with local rules and practices.  The firm agreed to
charge the Debtors at its customary hourly rates, plus
consideration for any risk that there may not be funds available
to pay fees, any delay in payment of fees, and other factors, plus
reimbursable expenses.  The Debtors first contacted Fredrikson six
days prior to the bankruptcy filing.

The Debtors seek to retain Stoneleigh because, among other things,
the turnaround firm has an excellent reputation for providing high
quality services to debtors and creditors in bankruptcy
reorganizations.  The Debtors anticipate that Mr. Willis' efforts
as CRO will be supported by John Andrew of Stoneleigh as
Restructuring Officer who will have the primary responsibility for
the Company's human resources function.  Mr. Willis and Mr. Andrew
will report to the Debtors' CEO, Chris Veit, and provide various
services, including providing overall management and leadership to
the Debtors.  The Debtors negotiated a "discounted daily rate" of
each consultant: (i) a daily rate of $3,250 for the services of
Mr. Willis; and (ii) a daily rate of $2,750 for the services of
Mr. Andrew.

The Debtors believe the each of the firms does not hold or
represent any interest adverse to the estate.  The Debtors believe
that McDonald Hopkins and Fredrikson are "disinterested persons"
within the meaning of 11 U.S.C. Sec. 327(a).

A hearing is scheduled May 9.

                     About The Antioch Company

St. Cloud, Minn.-based scrapbook company The Antioch Company and
six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn.
Case No. 13-41898) in Minneapolis on April 16, 2013.  Antioch
disclosed $10 million to $50 million in both assets and debts.

The affiliates that separate filed for Chapter 11 are Antioch
International-Canada LLC, Antioch International LLC, zeBlooms LLC,
Antioch Framers Supply LLC, Antioch International-New Zealand LLC,
and Creative Memories Puerto Rico, LLC.

Founded in 1926, Antioch and its affiliates make up one of the
world's preeminent suppliers of scrapbooks, related accessories,
and photo solutions for memory preservation through the direct
sales channel.  The Debtors also go by business names Creative
Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame
of Mind and Webway.

Antioch has 200 employees and currently has operations through the
Debtor companies and foreign subsidiaries in the United States,
Canada, Japan, Australia, and New Zealand. In 2012, the Company's
net revenue was approximately $93.8 million and it had a net loss
of $3.7 million.

Antioch previously sought bankruptcy protection in 2008 (Bankr.
S.D. Ohio Case No. 08-35741).


ARTE SENIOR LIVING: Retirement Community Selling for $31-Mil.
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the 170-unit Arte Resort retirement community in
Scottsdale, Arizona, will be sold for $30 million, under a
settlement between the owner and the secured lender owed $37
million.

The report notes that the owner had a confirmation hearing on the
court's schedule late in April for approval of a Chapter 11
reorganization plan.  Were it approved, the lender would have
received a new lien equal to the value of the property as
determined by the bankruptcy court.  Any shortfall would have
become an unsecured claim in a separate unsecured class for the
lender alone.

According to the report, in settlement, the lender SMA Issuer I
LLC agreed to take $31 million and release the mortgage.  The
additional $1 million will come from principals of the community's
owner.

The buyer is the Reliant Group, which is currently undertaking
financial investigations.  The sale is to be completed by mid-
June.  At a hearing April 25 the bankruptcy judge said that he in
substance will dismiss the case when the sale is completed.
Unsecured claims, small in amount, are to be paid in full outside
of the bankruptcy.  The sale will be completed without an auction.
If the sale isn't completed, the bankruptcy will be reinstated.

                     About Arte Senior Living

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

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

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

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

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


ATARI INC: Bonuses Prompt Opposition From U.S. Trustee
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Atari Inc. must overcome opposition from the U.S.
Trustee at a May 9 hearing for approval of bonus programs for nine
executives.

According to the report, for the top three executives whom the
company concedes are "insiders," they would be collectively paid
$72,000 upon repayment of the $5.25 million loan financing the
bankruptcy.

The U.S. Trustee, the report discloses, said the top executives'
bonuses are "primarily retentive" and thus are banned by Congress.
The other program, covering the top three and six other
executives, has not been shown to be "reasonable," according to
the U.S. Trustee.

To qualify for the second round of bonuses, the assets must be
sold for specified amounts.  The U.S. Trustee says the targets
aren't sufficiently "challenging."

                           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.

DIP financing is being provided by funds affiliated with Alden
Global Capital Ltd.  The loan requires filing a Chapter 11 plan or
selling the business.


ATLANTIC AVIATION: Moody's Rates $535-Mil. Credit Facility 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned first time Ba3 corporate family
and B1-PD probability of default ratings to Atlantic Aviation FBO,
Inc. and Ba3 instrument ratings to its proposed $70 million first
lien revolver and $465 million term loan. Moody's has also
assigned a SGL-3 speculative grade liquidity rating reflecting
AA's adequate liquidity profile. The rating outlook is stable.

Proceeds from the proposed term loan combined with an equity
contribution of roughly $275 million from its owner, Macquarie
Infrastructure Company LLC, will be used to refinance all existing
debt of AA. The revolver is expected to remain undrawn at close.

The following ratings have been assigned to AA:

  Ba3 corporate family rating;

  B1-PD probability of default rating;

  Ba3 (LGD3, 33%) to the proposed $70 million first lien
  revolving credit facility due 2018; and

  Ba3 (LGD3, 33%) to the proposed $465 million first lien term
  loan due 2020.

Ratings Rationale:

The Ba3 CFR balances AA's lower leverage (debt-to-EBITDA of 4.0x
at close, inclusive of Moody's adjustment for operating leases)
following the refinancing, solid interest coverage metrics and its
strong cash flow generation against its policy to distribute
effectively all available cash on an ongoing basis to fund a
dividend at MIC. The refinancing establishes a more conservative
capital structure at AA than had historically existed which should
provide the operator of fixed base operations (FBO) at general
aviation airports in the US the ability to better manage the
inherent cyclicality in its operations over the long term.

AA's credit profile is supported by its leadership position as a
FBO service provider at general aviation airports with an
industry-leading 62 locations typically in high-population areas.
AA benefits from high barriers to entry, including its long-term
lease arrangements with local airport authorities (currently
averages around 19 years) as well as its position as a sole FBO
provider or single competitor status at over 85% of its existing
FBO's. Over 80% of AA's sales are driven by its stable-margin
fueling operations. Moody's believes that AA's prudent jet fuel
inventory management was a key driver in its consistent fuel
margins and solid cash generation in the most recent economic
downturn.

While Moody's views AA's market presence positively, FBO
operations are dependent on general aviation take-offs and
landings as well as jet fuel consumption, both of which are
sensitive to North American macroeconomic conditions. Accordingly,
Moody's expects AA's operating performance to directionally
correlate with the broad economy.

The stable outlook reflects Moody's expectation that AA will
benefit from a relatively stable operating environment over the
next 12-18 months which will be supportive of modest earnings
growth and consistent cash generation. Further, the outlook
reflects Moody's expectation that the proposed capital structure
will afford flexibility to AA to manage through future cyclical
downturns.

The SGL-3 rating reflects Moody's expectation for an adequate
liquidity profile over the next 12-18 months. Cash flow from
operations should be meaningful but is not expected to result in
either debt reduction or the accumulation of meaningful cash
balances due to the aforementioned dividend policy and ongoing
capital spending requirements. As a result, the $70 million of
revolver availability would be the principal source of liquidity
if free cash flow generation were to deteriorate. Moody's expects
the credit facility to include a cash flow sweep if leverage is
4.25x or greater, a restriction on dividends if leverage exceeds
4.5x, and a leverage covenant initially set at 4.75x maximum.

The Ba3 rating on the credit facilities reflects an overall family
recovery of 65%, a first lien on substantially all assets and the
fact that it comprises the preponderance of the capital structure.
The debt at AA will not be guaranteed by MIC nor will AA provide
guarantees to any obligations of MIC or its other businesses.

The ratings are not expected to be upgraded over the next 12-18
months due to AA's aggressive dividend policy. Moody's would
expect leverage of roughly 3.0x on an adjusted basis prior to a
ratings upgrade. Conversely, a ratings downgrade would likely
occur if leverage were to deteriorate such that it would be
maintained at or above 4.5x for an extended period. Further,
maintenance of the distribution during a period of negative free
cash flow or revolver borrowings would pressure the ratings.

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.

Atlantic Aviation, headquartered in Plano, Texas, operates FBO's
at 62 general aviation airports in the US providing fueling and
fuel related services, aircraft parking, and hangar services to
owners/operators of jet aircraft, primarily in the general
aviation sector of the air transportation industry, but also
commercial, military, freight and government aviation customers.
Revenue for 2012 was approximately $720 million.


ATLANTIC COAST: Amin Ali Held 9.5% Stake as of March 11
-------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Mr. Amin Fadul Ali disclosed that, as of March 11,
2013, he beneficially owned 250,000 shares of common stock of
Atlantic Coast Financial Corporation representing 9.5% of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/UyMSQM

                       About Atlantic Coast

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

Atlantic Coast disclosed a net loss of $6.66 million in 2012, as
compared with a net loss of $10.28 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $772.61 million in total
assets, $732.35 million in total liabilities and $40.26 million in
total stockholders' equity.

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


ATLANTIC COAST: 2 Directors Still Oppose Bond Street Merger
-----------------------------------------------------------
Jay S. Sidhu and Bhanu Choudhrie, two of the Company's directors,
reaffirmed their opposition to Atlantic Coast's proposed merger
with Bond Street Holdings, Inc., notwithstanding the recent
amendment to the Merger Agreement.  The amendment eliminated the
escrow arrangement that had made $2.00 of the $5.00 per share
offered consideration contingent.

In a letter dated April 24, 2013, Messrs. Sidhu and Choudhrie made
known their continuing intention to vote against the Merger
because of the inadequacy of the price, and reiterated their
concerns about the Company's disclosure regarding the alternative
proposal made by them.

Messrs. Sidhu and Choudhrie previously expressed their concerns
with the direction of the Company under the stewardship of the
current Board of Directors and the Company's current Chief
Executive Officer.  They believe that the Merger is not in the
best interest of stockholders, the financial terms of the Merger
are unfair and the process undertaken by the Board of Directors in
considering and approving the Merger and Merger Agreement was
lacking.  Messrs. Sidhu and Choudhrie believe that the Board of
Directors has consistently failed to act to mitigate or
significantly reduce the risks facing the Company and follow
prudent safety and sound banking practices, in spite of several
plans put forward by certain directors.

A copy of the April 24 Letter is available for free at:

                        http://is.gd/nGjTfZ

                        About Atlantic Coast

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

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

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

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


ATP OIL: Macquarie, Keba Trial Seems Headed to District Court
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Macquarie Investments LLC and Keba Energy LLC appear
headed for a trial in U.S. District Court regarding disputes with
ATP Oil & Gas Corp.

In the meantime, pre-trial proceeding will take place in the U.S.
Bankruptcy Court in Houston, assuming the district judge accepts
last week's recommendation from Bankruptcy Judge Marvin Isgur,
according to the report.

ATP had at least 16 pre-bankruptcy transactions generating $700
million where the offshore oil and gas producer transferred so-
called overriding royalty interests.  Before bankruptcy, Macquarie
sued for non-payment.  Ten days later in August 2012, ATP filed
for Chapter 11 protection.

In bankruptcy, ATP took the position that the royalty interests
were disguised financings, not outright sales.  Macquarie and Keba
filed identical lawsuits in bankruptcy court, seeking a
declaration that proceeds from the royalty interests weren't ATP's
property, or, if they were, the two had liens and ATP wasn't
permitted to use the income. They also want all the income paid to
them directly.

In response to a request for moving the suit to federal district
court, Judge Isgur handed down his 37-page opinion last week where
he concluded that the suits involve non-bankruptcy federal law.
Therefore, trial should be held in district court.

Following what he said were "normal procedures" and given his
"extensive familiarity with the disputes," Judge Isgur recommended
that the suits remain in bankruptcy court until ready for trial.

Mr. Rochelle notes that the district judge isn't required to
accept Judge Isgur's recommendation.

                         About ATP Oil

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

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

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

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

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

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


ATP OIL: Auction Moved to May 7; Lenders to Credit Bid
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that producing wells and leases owned by ATP Oil & Gas
Corp. will finally go up for auction on May 7, assuming there is
an offer to compete with lenders who gave notice of their
intention to bid using secured debt rather than cash.

The report recounts that ATP's shallow-water properties were to
have been sold at auction in February.  For lack of bids, the
auction was rescheduled to take place alongside the deep-water
auction late in April.

The combined auction was rescheduled officially this week.  Bids
to compete with the lenders' credit bid were due April 30. The
auction, if there is one, will take place May 7.  A hearing to
approve sale is now set for May 9.

ATP must sell the assets as the result of violations of covenants
in the loan agreement financing the Chapter 11 reorganization.

                         About ATP Oil

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

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

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

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

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

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


AVANTAIR INC: Bret Holmes Named Chief Financial Officer
-------------------------------------------------------
Bret A. Holmes, age 48, was appointed Chief Financial Officer of
Avantair, Inc., effective April 19, 2013.  Prior to joining the
Company, Mr. Holmes was the Chief Financial Officer at Eleets
Transportation Co., Inc., and related entities from June 2009
through December 2012.  Mr. Holmes served as Chief Financial
Officer for Aslan Development from March 2006 to June 2009 and
Chief Financial Officer at Watson Custom Home Builders from
October 2004 to March 2006.

                         About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

The Company's balance sheet at Dec. 31, 2012, showed $81.56
million in total assets, $120.25 million in total liabilities,
$14.84 million in series a convertible preferred stock, and a
$53.53 million total stockholders' deficit.


BBX CAPITAL: Amends 2012 Annual Report
--------------------------------------
BBX Capital Corporation has amended its annual report on Form 10-K
for the year ended Dec. 31, 2012, as filed with the Securities and
Exchange Commission on April 1, 2013, to include the information
required by Items 10-14 of Part III of Form 10-K.  In addition, as
required by Rule 12b-15 under the Securities Exchange Act of 1934,
certifications by the Company's Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 are filed as Exhibit 31.1 and Exhibit 31.2,
respectively, to the Amendment.  A copy of the Amended Form 10-K
is available for free at http://is.gd/8VKhGU

                            BBX Capital

BBX Capital (NYSE: BBX), formerly known as BankAtlantic Bancorp,is
a diversified investment and asset management company.  The
business of BBX Capital includes real estate ownership, direct
acquisition and joint venture equity in real estate, specialty
finance, and the acquisition of controlling and non controlling
investments in operating businesses.

BankAtlantic reported a net loss of $28.74 million in 2011, a net
loss of $143.25 million in 2010, and a net loss of $185.82 million
in 2009.  The Company's balance sheet at Sept. 30, 2012, showed
$488.35 million in total assets, $233.62 million in total
liabilities and $254.72 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Furthermore, the holding company must
also submit a capital plan to maintain and enhance its capital
position.


BEALL CORP: Wabash Incurs $0.6MM Cost on Bankruptcy Asset Buyout
----------------------------------------------------------------
Wabash National Corporation on April 30 disclosed that the
Company's first quarter results include the impact of one-time
costs related to the acquisition of Walker and of certain
bankruptcy assets of Beall Corporation acquired on February 4,
2013, totaling $0.6 million, or $0.01 per diluted share.
Excluding the impact of these items, non-GAAP adjusted earnings
for the quarter ended March 31, 2013 were $6.1 million, or $0.09
per diluted share.

The disclosure was made in Wabash National's earnings release for
the for the three month period ended March 31, 2013, a copy of
which is available for free at http://is.gd/lqaFG8v

                     About Beall Corporation

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

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

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

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


BILL BARRETT: S&P Lowers Unsecured Debt Rating to 'B+'
------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
unsecured debt rating on Denver, Co.-based exploration and
production (E&P) company Bill Barrett Corp. to 'B+' (one notch
lower than the corporate credit rating) from 'BB-'.  At the same
time, S&P revised the recovery rating on this debt to '5' from
'4', indicating its expectation of modest (10% to 30%) recovery in
the event of a payment default.

The revised recovery rating on Bill Barrett's unsecured debt
reflects changes to its reserve valuation following a company-
provided PV-10 report based on year-end 2012 proven reserve values
at S&P's recovery price deck assumptions of $50 per barrel for
West Texas Intermediate crude oil and $3.50 per million British
thermal units for Henry Hub natural gas.  The updated (lower)
valuation also incorporates the company's divestitures of assets
in the Wind River, Powder River, and Piceance Basins completed
during the fourth quarter of 2012.

The 'BB-' corporate credit rating on Bill Barrett reflects S&P's
assessment of the company's "weak" business risk profile and
"aggressive" financial risk profile.  The rating incorporates Bill
Barrett's record of delivering strong reserves and production
growth; increasing oil volumes as a percentage of its production
base; adequate liquidity; and still moderate, though increasing,
debt leverage.  S&P's rating also reflects the company's
participation in the volatile and capital-intensive oil and gas
E&P industry, its limited scale and significant concentration in
the Rocky Mountain region, and S&P's estimate that the company
will have negative free operating cash flow for the next two
years.

Ratings List

Downgraded
                                      To           From
Bill Barrett Corp.
Unsecured debt rating                B+           BB-
Recovery rating                      5            4


BIOFUELS POWER: Reports $342,400 Net Income in 2012
---------------------------------------------------
Biofuels Power Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $342,456 on $0 of revenue for the year ended Dec. 31,
2012, as compared with a net loss of $1.28 million on $0 of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.23 million
in total assets, $5.47 million in total liabilities and a $4.24
million total stockholders' deficit.

Clay Thomas, P.C., in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered significant losses and will require
additional capital to develop its business until the Company
either (1) achieves a level of revenues adequate to generate
sufficient cash flows from operations; or (2) obtains additional
financing necessary to support its working capital requirements.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

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

                        http://is.gd/PSYJ4Y

                            Biofuels Power

Humble, Tex.-based Biofuels Power Corporation is a distributed
energy company that is pioneering the use of biodiesel to fuel
small electric generating facilities that are located in close
proximity to end-users.  BPC's first power plant is currently
located near Houston, Texas in the city of Oak Ridge North.


BRAVO REALTY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Bravo Realty Group, LLC
        1374 First Avenue
        Suite 1A
        New York, NY 10021

Bankruptcy Case No.: 13-11330

Chapter 11 Petition Date: April 28, 2013

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Gabriel Del Virginia, Esq.
                  LAW OFFICES OF GABRIEL DEL VIRGINIA
                  880 Third Avenue, 13th Floor
                  New York, NY 10022
                  Tel: (212) 371-5478
                  Fax: (212) 371-0460
                  E-mail: gabriel.delvirginia@verizon.net

Scheduled Assets: $4,957,224

Scheduled Liabilities: $6,327,475

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/nysb13-11330.pdf

The petition was signed by Frank Pecora, manager/member.


BROWN PUBLISHING: K&L Gates Facing Sanctions
--------------------------------------------
Bankruptcy Judge Dorothy T. Eisenberg will hold a hearing May 16
to consider whether to impose sanctions against the law firm of
K&L Gates, which had been counsel to The Brown Publishing Company
and its affiliated debtor and is currently representing the
liquidating trust established under the plan of liquidation
confirmed in the Debtors' cases.

On June 16, 2011, pursuant to the plan of liquidation, the
liquidating trust was established to succeed to all assets and
causes of action of the bankruptcy estates of the above-captioned
debtors. The liquidating trust has commenced adversary proceedings
against certain former officers, directors, shareholders, and
affiliates of the debtors, by and through K&L Gates as special
counsel.

Roy E. Brown, former CEO, shareholder, and director of each of the
debtors, and one of the primary defendants in the adversary
proceedings, has made various motions, with the ultimate
objectives being (1) to disqualify K&L Gates as counsel to the
liquidating trust, and (2) to force K&L Gates to disgorge all
legal fees it has been paid in the case.  Mr. Brown asserts that a
conflict of interest arose, due to the fact that, pre-petition,
K&L Gates, rather than acting exclusively for the benefit of its
"official" clients, the Debtors, was really acting for the benefit
of Roy Brown and other insiders, to help them to obtain the
Debtors' assets in bankruptcy; and that K&L Gates failed to fully
disclose the nature of its representation of PNC Bank, the
successor administrative and collateral agent for the First Lien
Lenders, and Wilmington Trust, the successor administrative and
collateral agent for the Second Lien Lenders.

KLG and the liquidating trust have vigorously opposed Mr. Brown's
motions.

"KLG filed a general statement indicating that they may or may not
have been retained by certain creditors of the debtor and, to the
best of their knowledge, they did not know of any conflict. This
statement did not point out which of the 483 creditors, attorneys
or parties in this case it had had specific dealings with or which
ones the firm had a continued legal relationship with at or about
the time of the filing of this debtor's case. At a minimum, it is
incomplete. It did not set forth any circumstances that might have
any adverse interest in connection with the present representation
of the Debtor. KLG's failure to point out its prior relationship
to significant creditors, and to its prior relation with the
insiders, belies the spirit of [Fed.R.Bankr.P.] 2014," the Court
said.

The Court held that any party who wishes to be heard regarding the
sanctions issue must file its written comments with the Court by
May 10.

A copy of the Court's April 29, 2013 Memorandum Decision is
available at http://is.gd/unQdQXfrom Leagle.com.

Kenneth A. Reynolds, Esq., and Evan Gewirtz, Esq., at McBreen &
Kopko, in Jericho, New York, argue for Roy E. Brown.

                      About Brown Publishing

The Brown Publishing Company, Brown Media Holdings Company and
their subsidiaries filed for Chapter 11 bankruptcy (Bankr.
E.D.N.Y. Lead Case No. 10-73295) on April 30, 2010 and May 1,
2010.  BPC estimated $10 million to $50 million in assets and
debts in its Chapter 11 petition.  Edward M. Fox, Esq., and Eric
T. Moser, Esq., at K&L Gates LLP, served as counsel for the
Debtors.

BPC is a privately held community news and information
corporation, organized under the laws of the State of Ohio that,
prior to the sale of its assets, had been one of the largest
newspaper publishers in Ohio, and also operated publications in
Illinois, South Carolina, Texas and Utah.

Roy E. Brown, former CEO, shareholder, and director of each of the
debtors, and other insiders of the Debtors formed Brown Media
Corporation to acquire the assets and serve as stalking horse
bidder.  BMC offered a stalking horse bid of $15.3 million cash
plus additional consideration.  The auction commenced July 19,
2010 and lasted into the early morning hours of July 20.  With the
exception of certain assets of the Debtors located in Van Wert,
Ada and Putnam, Ohio that were sold to Delphos Herald, Inc., BMC
was the successful bidder with respect to substantially all of the
Debtors's remaining assets after making the highest and best offer
for $22.4 million cash plus additional consideration.  PNC Bank,
N.A., a secured creditor of the Debtors, was the next successful
bidder after BMC.

BMC, however, lost financing and failed to close on the sale.  The
insiders had obtained a commitment from Guggenheim Corporate
Funding, LLC and/or one of its affiliates for financing.

Subsequently, the Court approved the asset purchase agreements for
the sale of the Debtors' assets to PNC's assignee, Ohio Community
Media LLC, and to ISIS Ventures Partners LLC pursuant to orders
dated Sept. 3, 2010.  ISIS formed Dan's Papers Holdings LLC to
purchase the assets of one of the Debtors, Dan's Papers, for
$1,750,000.  PNC agreed to pay $21,750,000 for substantially all
of the Debtors remaining assets.  The total purchase price
tendered for the Debtors' assets, including cash and debt
forgiveness, was about $27.09 million.

On June 16, 2011, the Court entered an order confirming the
Debtors' chapter 11 plan which provided that any remaining assets
of the Debtors' bankruptcy estate that were not sold pursuant to
the Auction Sale, including all claims and causes of action, would
vest in a trust.


BUILDERS FIRSTSOURCE: Incurs $11.8 Million Net Loss in Q1
---------------------------------------------------------
Builders FirstSource, Inc., reported a net loss of $11.81 million
on $319.70 million of sales for the three months ended March 31,
2013, as compared with a net loss of $19.18 million on $219.38
million of sales for the same period a year ago.

Builders FirstSource reported a net loss of $56.85 million in
2012, a net loss of $64.99 million in 2011 and a $95.50 million in
2010.

The Company's balance sheet at March 31, 2013, showed $563.49
million in total assets, $526.43 million in total liabilities and
$37.06 million in total stockholders' equity.

Commenting on the company's results, Floyd Sherman, Builders
FirstSource chief executive officer said, "I am very pleased to
start our fiscal year with such strong financial results, as we
ended the first quarter with over $319 million in sales and
improved our Adjusted EBITDA by $7.5 million.  We were able to
achieve topline growth of greater than 30 percent for a sixth
consecutive quarter."  Mr. Sherman added, "Our sales increase once
again exceeded the increase in residential construction activity,
as actual single-family housing starts in the South Region
increased 27.4 percent and single-family units under construction
increased 23.2 percent."

Chad Crow, Builders FirstSource senior vice president and chief
financial officer, added, "Though our sales growth for the quarter
was very positive, the commodity lumber price inflation we
experienced during the quarter once again placed significant
downward pressure on gross margins.  Subsequent to setting first
quarter customer pricing in late December, commodity lumber prices
increased 20 percent through the end of the first quarter.  While
we were able to obtain price increases from many of our customers
during the quarter, they were not enough to offset the continued
commodity price inflation.  For the quarter, we estimate commodity
lumber inflation negatively impacted gross margin by 1.8
percentage points."

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

                       http://is.gd/ngBisz

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in 9 states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

                           *     *     *

In December 2012, Standard & Poor's Ratings Services revised its
outlook on Dallas-based Builders FirstSource Inc. to negative from
positive.

"At the same time, we affirmed our 'CCC' corporate credit rating
and affirmed our 'CC' issue rating on Builder FirstSource's $140
million second lien notes due 2016.  The recovery rating is '6',
which indicates our expectation for negligible (0% to 10%)
recovery in the event of a default," S&P said.


CALPINE CONSTRUCTION: S&P Rates $1.05BB Secured Term Loan 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB' issue
rating and '1' recovery rating to Calpine Construction Finance Co.
L.P.'s (CCFC) planned $1.055 billion senior secured term loan B
due 2020.  CCFC will use the proceeds to retire existing debt
related to CCFC, issued by CCFC Finance Corp. and Calpine CCFC
Holdings LLC.  The stable outlook on this rating is the same as
the outlook on Calpine.  Ratings are subject to final
documentation.

S&P rates the CCFC debt on a consolidated basis with Calpine.  The
CCFC assets earn most of their cash flow through intercompany
tolling agreement with Calpine Energy Services and are also
operated by Calpine Operating Services Co. Inc.

The terms of the new debt are similar to the debt that will
retire, but at a lower interest rate, so this refinancing does not
alter S&P's forward view of Calpine's financial performance.
Favorably, the transaction moves $1 billion of debt maturities
from 2016 to 2020.

Under the proposed structure, CCFC will own six natural gas-fueled
power plants in various regions that are 10 to 12 years old.  The
plants total 3,846 megawatts (MW), or about 14% of Calpine's
operational capacity.  The proposed CCFC debt represents about 10%
of consolidated Calpine debt.

"Although the CCFC debt is nonrecourse to Calpine, again, our
rating approach consolidates the CCFC cash flow into our view of
Calpine's business risk profile and financial performance over the
approximate two-year forward look," said Standard & Poor's credit
analyst Terry Pratt.

The stable outlook reflects that of Calpine.  It reflects S&P's
view that Calpine's business risk profile is not likely to change
and that financial performance will likely remain in the mid-
highly leveraged range over the next two years.  Higher-than-
historic capacity factors at most Calpine units are likely over
the next year or two given the currently low natural gas prices,
resulting in a continuation of its recent relatively favorable
results.

Factors that would likely lead to a downgrade would be a
deterioration in Calpine's financial performance of FFO to debt of
below about 4% or a large reduction in liquidity.  Developments
that could lead to an upgrade in Calpine's creditworthiness would
be improved financial performance, with FFO to debt closer to
around 12% and debt to EBITDA below about 5x, and sound liquidity.


CATALENT PHARMA: Moody's Rates Proposed $275MM Term Loan 'Caa1'
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the proposed
senior unsecured term loan facility of Catalent Pharma Solutions,
Inc. The proceeds of the term loan will be used to redeem the
outstanding $269.1 million senior PIK-Election notes due 2015.
There are no changes to any other ratings, including the B2
Corporate Family Rating or the negative outlook.

Rating Assigned:

Proposed $275 million Senior Unsecured Term Loan due 2017, Caa1
(LGD5, 80%)

Ratings Rationale:

The B2 CFR rating continues to be constrained by the company's
very high financial leverage, modest interest coverage and
negligible free cash flow. While leverage has improved over the
past year, deleveraging through EBITDA expansion has been slower
than expected due to soft performance in the company's largest
business segment - Oral Technologies. The credit profile is
supported by the company's large scale, diversified customer base
and position as one of the leading global providers of drug
delivery and outsourced services to the healthcare industry. In
particular, the company is a leader in development and
manufacturing of softgels and other oral drug delivery
technologies and commands a large library of patents, knowhow, and
other intellectual properties that create a barrier to entry.

The negative outlook reflects Moody's expectation that Catalent's
financial leverage will likely remain high (currently around 7.4x
debt/EBITDA per Moody's estimate) and the deleveraging pace will
be slower than expected principally due to weaker than expected
EBITDA growth. In addition, Moody's is concerned about the weak
free cash flow trend. The outlook considers the possibility of
rating downgrade should the company fail to delever to below 6.5x
or reverse negative free cash flow in the next few quarters.

Moody's could downgrade the ratings if the Oral Technologies
business fails to resume its revenue growth to at least low-mid
single digit and grow EBITDA at mid-high single digit on a
sustained basis, resulting in a leverage at or above 7.0 times.
Any weakness in liquidity such as persistent negative free cash
flow would also exert negative pressure on the ratings.

Given the very high leverage and limited free cash flow
expectations, Moody's does not foresee an upgrade in the near-
term. Longer-term, if the company reduces adjusted debt to EBITDA
to 5.0 times the rating agency could upgrade the ratings. An
upgrade would also require free cash flow to debt to be sustained
above 5%.

The principal methodology used in rating Catalent 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.

Catalent Pharma Solutions, Inc., based in Somerset, New Jersey, is
a leading provider of advanced dose form and packaging
technologies, and development, manufacturing and packaging
services for pharmaceutical, biotechnology, and consumer
healthcare companies. The company reported revenue of
approximately $1.77 billion for the twelve months ended December
31, 2012. Catalent is a privately held company, owned by
affiliates of The Blackstone Group.


CHATHAM PARKWAY: May Use Ameris Collateral to Pay Legal Fees
------------------------------------------------------------
Bankruptcy Judge Lamar W. Davis, Jr., in Savannah, Georgia,
authorized Chatham Parkway Self Storage, LLC, to use cash
collateral for payment of professionals' fees on an interim basis
up to $5,000 each.

Ameris Bank, successor in interest to Darby Bank & Trust Co.,
holds a first-priority security interest in the Debtor's property.
Ameris filed a proof of claim asserting that the Debtor owed
Ameris $7,600,000 as of the petition date.  Interest on the Note
is accruing at a rate of approximately $34,000 per month.  The
parties have stipulated that the Property is worth $6,000,000.
Accordingly, there is no equity in the Property.

The Debtor has hired Coastal Capital Advisor, Inc., as financial
advisor, and Merrill & Stone, LLC, as counsel.

On April 1, 2013, the Debtor filed the Motion to Use Cash
Collateral for Payment of Professionals, requesting the ability to
pay, out of Ameris's cash collateral, professional expenses to M&S
and CCA up to $5,000 to each professional each month for actual
expenses incurred for the previous calendar month.  The Debtor
proposes to grant Ameris a replacement lien on present and future
rents from its self-storage facility as adequate protection for
Ameris.

Ameris argued that the professional fees are of no benefit to
Ameris, and so the Debtor cannot surcharge Ameris's collateral
against these payments.  Ameris also contended that a replacement
lien in rents is insufficient adequate protection because Ameris's
lien already extends to post-petition rents.

According to Judge Davis, "I find that Debtor has met its burden
of establishing adequate protection of Ameris's interest in cash
collateral for the interim period before the Court can rule on
confirmation and/or Ameris's stay relief motion.  Debtor will be
permitted to pay professional fees of up to $5,000.00 per month
each for M&S and CCA out of Ameris's cash collateral, subject to
Court review of any objection on a ground other than adequate
protection.  Such allowance will continue as appropriate until
confirmation and/or Ameris's stay relief motion is resolved, or
until further Order of this Court."

A copy of the Court's April 25, 2013 Opinion and Order is
available at http://is.gd/ruhiWDfrom Leagle.com.

The Debtor filed a Chapter 11 Plan and Disclosure Statement on
Feb. 6, 2013.  On March 12, Ameris objected to the Plan and
Disclosure Statement.  The Debtor filed an amended Plan and
Disclosure Statement on April 19.

Chatham Parkway Self Storage, LLC, filed for Chapter 11 (Bankr.
S.D. Ga. Case No. 12-42153) on Nov. 2, 2012.  The Debtor is a
Georgia limited liability company owned by Ben and Julie Farmer.
A consent order confirming the Debtor's status as a single asset
real estate debtor was entered on Jan. 24, 2013.  The Debtor owns
a 4.92 acre tract of land in Chatham County, Georgia, upon which
the Debtor operates a self-storage facility.  The Debtor's
principal source of revenue consists of receipts from the rental
of self-storage units.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and debts.  A list of the Company's eight largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/gasb12-42153.pdf The petition was
signed by Ben G. Farmer, manager.

The Debtor is represented in the case by:

                  Jesse C. Stone, Esq.
                  MERRILL & STONE, LLC
                  P.O. Box 129
                  Swainsboro, GA 30401
                  Tel: (478) 237-7029
                  Fax: (478) 237-9211
                  E-mail: bkymail@merrillstonehamilton.com

                         - and -

                  Jon A. Levis, Esq.
                  MERRILL & STONE, LLC
                  P.O. Box 129
                  Swainsboro, GA 30401
                  Tel: (478) 237-7029
                  Fax: (478) 237-9211
                  E-mail: bkymail@merrillstonehamilton.com


CICERO INC: John Stefens Held 44.2% Equity Stake at March 21
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, John L. Stefens disclosed that, as of
March 21, 2013, he beneficially owned 41,933,646 shares of common
stock of Cicero, Inc., representing 44.2% of the shares
outstanding.  A copy of the regulatory filing is available at:
http://is.gd/8dBY4y

                          About Cicero Inc.

Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.

The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products.  Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.

The Company has extended the maturity dates of several debt
obligations that were due in 2011 to 2012, to assist with
liquidity and may attempt to extend these maturities again if
necessary.  Despite the recent additions of several new clients,
the Company continues to struggle to gain additional sources of
liquidity on terms that are acceptable to the Company.

Cicero disclosed a net loss applicable to common stockholders of
$315,000 on $5.99 million of total operating revenue for the year
ended Dec. 31, 2012, as compared with a net loss applicable to
common stockholders of $3.09 million on $3.25 million of total
operating revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $4.51 million
in total assets, $10 million in total liabilities and a $5.48
million total stockholders' deficit.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency as of Dec. 31, 2012.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


CIRCLE STAR: Chief Financial Officer Resigns
--------------------------------------------
Jonathan Pina resigned as Chief Financial Officer (principal
financial and accounting officer) and Secretary of Circle Star
Energy Corp.  Mr. Pina's resignation was effective as of April 23,
2013.

On April 25, 2013, the sole director of the Company, Jeffrey
Johnson, appointed himself as Interim Chief Financial Officer
(principal financial and accounting officer) and Interim
Secretary, until a permanent successor is named.  Mr. Johnson, has
served as a director of the Company since June 16, 2011, as
Chairman since July 6, 2011, and as Chief Executive Officer since
Oct. 11, 2011.

                        About Circle Star

Fort Worth, Tex.-based Circle Star Energy Corp. (OTC BB: CRCL)
owns royalty, leasehold, operating, net revenue, net profit,
reversionary and other mineral rights and interests in certain oil
and gas properties in Texas.  The Company's properties are in
Crane, Scurry, Victoria, Dimmit, Zavala, Grimes, Madison,
Robertson, Fayette, and Lee Counties.

As reported by the Troubled Company Reporter on Aug. 17, 2012,
Hein & Associates LLP, in Dallas, Texas, expressed substantial
doubt about Circle Star's ability to continue as a going concern
its report on the Company's financial statements for the fiscal
year ended April 30, 2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a working capital deficit.

The Company's balance sheet at Jan. 31, 2013, showed $4.74 million
in total assets, $5.49 million in total liabilities and a $754,119
total stockholders' deficit.


CLAIRE'S STORES: Amends Fiscal 2012 Annual Report
-------------------------------------------------
Claire's Stores, Inc., has amended its annual report for the year
ended Feb. 2, 2013, for the purposes of including the information
in Part III of the Form 10-K, as permitted under General
Instruction G(3) to Form 10-K.  In connection with the filing of
the Amendment and pursuant to the rules of the SEC, the Company
included with the Amendment certain currently dated certifications
of the Chief Executive Officer and Chief Financial Officer.

In May 2007, the Company was acquired by investment funds and
certain co-investment vehicles managed by Apollo Management VI,
L.P., an affiliate of Apollo Global Management, LLC, through a
merger and Claire's Stores, Inc., became a wholly-owned subsidiary
of Claire's Inc.

In the Amendment, the Company refers to its fiscal year ended
Feb. 2, 2013, as Fiscal 2012 or FY 2012, its fiscal year ended
Jan. 28, 2012, as Fiscal 2011 or FY 2011, and its fiscal year
ended Jan. 29, 2011, as Fiscal 2010 or FY 2010

A copy of the Form 10-K, as amended, is available at:

                       http://is.gd/93qYyg

                      About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

Claire's Stores disclosed net income of $1.28 million on $1.55
billion of net sales for the fiscal year ended Feb. 2, 2013, as
compared with net income of $11.63 million on $1.49 billion of net
sales for the fiscal year ended Jan. 28, 2012.  The Company's
balance sheet at Feb. 2, 2013, showed $2.79 billion in total
assets, $2.81 billion in total liabilities, and a $14.44 million
stockholders' deficit.

                         Bankruptcy Warning

"If we are unable to generate sufficient cash flow and are
otherwise unable to obtain funds necessary to meet required
payments of principal, premium, if any, and interest on our
indebtedness, or if we otherwise fail to comply with the various
covenants, including financial and operating covenants in the
instruments governing our indebtedness, we could be in default
under the terms of the agreements governing such indebtedness.  In
the event of such default:

   * the holders of such indebtedness may be able to cause all of
     our available cash flow to be used to pay such indebtedness
     and, in any event, could elect to declare all the funds
     borrowed thereunder to be due and payable, together with
     accrued and unpaid interest;

   * the lenders under our Credit Facility could elect to
     terminate their commitments thereunder, cease making further
     loans and institute foreclosure proceedings against our
     assets; and

   * we could be forced into bankruptcy or liquidation," according
     to the Company's annual report for the fiscal year ended
     Feb. 2, 2013.

                           *     *     *

As reported by the TCR on Oct. 1, 2012, Moody's Investors Service
upgraded Claire's Stores, Inc.'s Corporate Family and Probability
of Default ratings to Caa1 from Caa2.  The upgrade of Claire's
Corporate Family Rating to Caa1 reflects its ability to address
its substantial term loan maturity in 2014 by refinancing it with
a $625 million add-on to its existing senior secured first lien
notes due 2019.

Claire's Stores, Inc., carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


CNL LIFESTYLE: Downgraded Two Years in a Row by S&P
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that downgraded 13 months ago, real estate investment
trust CNL Lifestyle Properties Inc. was lowered again Monday when
Standard & Poor's dropped the corporate grade another level to B.

S&P said this year's downgrade was the result of taking on debt to
fund growth and "burdensome dividend distributions."

Liquidity, in S&P's opinion, is "less than adequate."  Orlando,
Florida-based CNL, according to S&P, has a $2.9 billion portfolio
of 179 properties, including 62 senior housing facilities, 49 golf
courses, 23 ski areas, 20 attractions, 17 marinas, eight other
lifestyle properties, and $125 million in mortgage receivables.


COATES INTERNATIONAL: Amends 17.5 Million Shares Prospectus
-----------------------------------------------------------
Coates International, Ltd., filed with the U.S. Securities and
Exchange Commission a post-effective amendment no.1 to the Form
S-1 registration statement for the purpose of including the
Company's financial statements for the fiscal year ended Dec. 31,
2012, contained in the Company's annual report on Form 10-K filed
with the SEC on April 16, 2013, and include those financial
statements formatted in XBRL (eXtensible Business Reporting
Language) and to update this registration statement for certain
disclosures contained in the Form 10-K.

The prospectus relates to the resale of up to 17,500,000 shares of
the Company's common stock, par value $0.0001 per share issuable
to Dutchess Opportunity Fund, II, LP, a Delaware limited
partnership, a selling stockholder pursuant to a "put right" under
an investment agreement that the Company entered into with
Dutchess.  The Investment Agreement permits the Company to "put"
up to $20,000,000 in shares of its common stock to Dutchess over a
period of up to 36 months.  The Company will not receive any
proceeds from the sale of these shares of common stock.  However,
the Company will receive proceeds from the sale of securities
pursuant to its exercise of this put right offered by Dutchess.

The Company's Common Stock is quoted on the Over-the-Counter
Bulletin Board under the ticker symbol "COTE."  Only a limited
public market currently exists for the Company's Common Stock.  On
April 12, 2013, the closing price of the Company's common stock
was $0.027 per share.

A copy of the Amended Prospectus is available for free at:

                        http://is.gd/FqhcTy

                    About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.

Coates International disclosed a net loss of $4.53 million on $0
of sales for the year ended Dec. 31, 2012, as compared with a net
loss of $2.99 million on $125,000 of sales for the year ended Dec.
31, 2011.  The Company's balance sheet at Dec. 31, 2012, showed
$2.43 million in total assets, $6.37 million in total liabilities
and a $3.93 million total stockholders' deficiency.

Cowan, Gunteski & Co., P.A., in Tinton Falls, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012, citing negative cash
flows from operations, recurring losses from operations, and a
stockholders' deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.


COINMACH SERVICE: S&P Puts 'B-' CCR on CreditWatch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit ratings on Coinmach Service Corp. and Coinmach Corp. on
CreditWatch with positive implications.  As of Dec. 31, 2012,
about $1.03 billion of total debt was outstanding.

S&P also separately assigned its 'B' corporate credit rating to
Spin Holdco Inc. doing business as CSC ServiceWorks (which S&P
understands will be the group's primary borrower going forward),
and S&P's 'B+' issue-level and '2' recovery rating to the proposed
$845 million first-lien credit facilities.  The '2' recovery
rating indicates S&P's expectation of substantial recovery (70%-
90%) in the event of a default.

"The CreditWatch placement reflects the potential for the group to
maintain adequate liquidity and improved, albeit still highly
leveraged, credit ratios if the acquisition and closing of the
proposed credit facilities are consummated as planned," said
Standard & Poor's credit analyst Jerry Phelan.

If the transactions are consummated as planned, Standard & Poor's
would raise the corporate credit ratings on Coinmach Service Corp.
and Coinmach Corp. to 'B', and would subsequently withdraw those
ratings since S&P understands that Spin Holdco Inc. will be the
group's primary borrower going forward.  S&P would also withdraw
the issue-level ratings on Coinmach's existing $825 million senior
secured bank credit facilities upon repayment.


COMMUNITY WEST: Earns $1.1 Million in First Quarter
---------------------------------------------------
Community West Bancshares reported net income of $1.08 million on
$6.96 million of total interest income for the three months ended
March 31, 2013, as compared with net income of $819,000 on $8.32
million of total interest income for the same period during the
prior year.

Community West disclosed net income of $3.17 million in 2012, as
compared with a net loss of $10.48 million in 2011.

The Company's balance sheet at March 31, 2013, showed $533.12
million in total assets, $479.05 million in total liabilities and
$54.07 million in stockholders' equity.

"We were profitable for the third consecutive quarter and have
worked diligently, doing what we set out to do, to improve the
overall health of the Company," stated Martin E. Plourd, president
and chief executive officer.  "Credit quality metrics improved
substantially, with total nonaccrual loans at nearly half the
levels that they were a year ago, and our capital ratios continue
to improve.  Now that profitability appears sustainable, we can
sharpen our focus on responsible balance sheet growth."

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

                        http://is.gd/9EbFqI

                       About Community West

Goleta, Calif.-based Community West Bancshares was incorporated in
the State of California on Nov. 26, 1996, for the purpose of
forming a bank holding company.  On Dec. 31, 1997, CWBC acquired a
100% interest in Community West Bank, National Association.
Effective that date, shareholders of CWB became shareholders of
CWBC in a one-for-one exchange.  The acquisition was accounted at
historical cost in a manner similar to pooling-of-interests.

Community West Bancshares is a bank holding company.  CWB is the
sole bank subsidiary of CWBC.  CWBC provides management and
shareholder services to CWB.

                         Consent Agreement

On Jan. 26, 2012, the Bank, entered into a consent agreement with
the Office of the Comptroller of the Currency, the Bank's primary
banking regulator, which requires the Bank to take certain
corrective actions to address certain deficiencies in the
operations of the Bank, as identified by the OCC.

"While the Bank believes that it is in substantial compliance with
the OCC Agreement, no assurance can be given that the OCC will
concur with the Bank's assessment.  Failure to comply with the
provisions of the OCC Agreement may subject the Bank to further
regulatory action, including but not limited to, being deemed
undercapitalized for purposes of the OCC Agreement, and the
imposition by the OCC of prompt corrective action measures or
civil money penalties which may have a material adverse impact on
the Company's financial condition and results of operations."

On April 23, 2012, the Company entered into an agreement with the
Federal Reserve Bank of San Francisco.  Without admitting or
denying any alleged charges of unsafe or unsound banking practices
and any violations of law, the Company agreed to take corrective
actions to address certain alleged violations of law and/or
regulation, which included developing and submitting for
regulatory approval a cash flow projection of the Company's
planned sources and uses of cash for debt service, operating
expenses and other purposes.  The FRB accepted the cash flow
projection on July 10, 2012.

In accordance with the FRB Agreement, the Company requested the
FRB's approval to pay the dividend due on May 15, 2012, August 15,
2012, November 15, 2012 and February 15, 2013 on the Company's
Series A Preferred Stock.  Those requests were denied.

The Board and Management will continue to work closely with the
OCC and FRB to achieve compliance with the terms of both
agreements and improve the Company's and Bank's strength, security
and performance.


COMPREHENSIVE CARE: President Retires for Health Reasons
--------------------------------------------------------
Comprehensive Care Corporation was notified by its President,
Robert R. Kulbick, that he was retiring for medical reasons
effective May 1, 2013.  Mr. Kulbick was originally hired to head
up the Company's pharmacy program.

The Company has named Ramon Martinez to head up the pharmacy
program as President of CompCare Pharmacy Solutions, Inc., a
wholly-owned subsidiary dedicated to marketing CompCare's pharmacy
savings program.  Mr. Martinez, a retired U.S. Air Force
Lieutenant Colonel, has been working with the Company on its new,
innovative pharmacy savings program as a Senior Management Advisor
since August 2012.

                      About Comprehensive Care

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

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

Mayer Hoffman McCann P.C., in Clearwater, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has not generated sufficient cash flows from operations to fund
its working capital requirements.  This raises substantial doubt
about the Company's ability to continue as a going concern.


COMSTOCK MINING: Judd Merrill Succeeds Mark Jewett as CAO
---------------------------------------------------------
Comstock Mining Inc. accepted the resignation of Mark Jewett, the
Chief Accounting Officer of the Company, effective April 26, 2013.

Mr. Jewett and the Company entered into a severance agreement
pursuant to which Mr. Jewett executed a release in favor of the
Company in exchange for which Mr. Jewett is entitled to continue
receiving payments equal to his base salary through Aug. 2, 2013.
Pursuant to his severance agreement, 20,000 restricted shares
granted to Mr. Jewett in 2011 may vest on July 25, 2013, if he
complies with the terms of his severance agreement.  The remaining
unvested restricted shares will be forfeited.

Judd Merrill, the Controller of the Company has assumed Mr.
Jewett's responsibilities.

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

Comstock Mining disclosed a net loss of $30.76 million in 2012, a
net loss of $11.60 million in 2011 and a net loss of $60.32
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed $47.86 million in total assets, $29.46 million in total
liabilities and $18.39 million in total stockholders' equity.


COPANO ENERGY: S&P Retains 'B+' CCR on CreditWatch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services said its 'B+' corporate credit
rating on Copano Energy LLC continues to be on CreditWatch with
positive implications.

S&P believes the $5 billion unit-for-unit transaction broadly
represents a strategic acquisition for KMP and is highly favorable
for Copano's credit.  Copano's size is relatively small compared
with KMP, whose credit measures are broadly unchanged pro forma.
These positive factors are somewhat offset by Copano's commodity
price exposure, but Copano has a sizable fee-based business and
KMP's commodity price sensitivity pro forma for the transaction is
broadly in line with S&P's expectations.  The trailing 12-month
EBITDA multiple being paid is also notably high at about 20x, but
could move much lower if Copano successfully completes its
expected projects on time and on budget.  The Copano acquisition
will also extend KMP's scale and enhance its midstream footprint,
especially in the burgeoning Eagle Ford shale gas-gathering
region.

"The positive CreditWatch reflects our expectation that the rating
will be near or in line with that of KMP.  We rate Copano 'B+', so
its stand-alone credit quality is significantly weaker than
KMP's," said Standard & Poor's credit analyst Manish Consul.

S&P expects Copano will be a wholly owned subsidiary of KMP, with
KMP assuming Copano's adjusted debt of about $1.4 billion (this
includes the 100% debt treatment to Copano's $300 million
preferred issuance to an affiliate of TPG Capital as per S&P's
criteria).  Before the acquisition, S&P expected Copano's debt to
EBITDA to be about 5.25x in 2013, down from 6.2x for year-end
2012.  S&P expects Copano's fee-based cash flow to be about 60% by
2013. Copano operates about 6,900 miles of pipelines with 2.7
billion cubic feet per day (bcf/d) of natural gas throughput
capacity and nine processing plants with more than 1 bcf/d of
processing capacity and 315 million cubic feet per day of treating
capacity.

S&P expects to resolve the positive CreditWatch status of the
Copano rating when the transaction is complete in the second
quarter of 2013.  Although Copano will be a wholly owned
subsidiary of KMP, S&P considers it to be considerably weaker on a
stand-alone basis.  As a result, S&P expects to raise the
corporate credit rating of Copano to near or in line with that of
KMP when the acquisition is complete.


COPYTELE INC: Has 57.4 Million Common Shares Resale Prospectus
--------------------------------------------------------------
CopyTele, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the
resale of up to 57,400,130 shares of common stock, par value $0.01
per share, of the Company held by certain selling stockholders,
consisting of the following:

   * 9,380,000 shares of Common Stock issued or issuable upon
     exercise of common stock purchase warrants issued to 10
     accredited investors in our February 2011 private placement;

   * 8,252,895 shares of Common Stock issued upon conversion of
     $750,000 principal amount of 8% convertible debentures plus
     accrued interest thereon issued to five accredited investors
     in the Company's September 2012 private placement;

   * 19,267,235 shares of Common Stock issuable upon conversion of
     $1,765,000 principal amount of 8% convertible debentures plus
     accrued interest thereon and exercise of common stock
     purchase warrants issued to 20 accredited investors and the
     placement agent in the Company's January 2013 private
     placement;

   * 500,000 shares of Common Stock issuable upon exercise of
     common stock purchase warrants issued to ZQX Advisors, LLC,
     in connection with a consulting agreement we entered into
     with them in August 2009; and

   * 20,000,000 shares of Common Stock in the aggregate issued or
     issuable to Aspire Capital Fund, LLC, pursuant to a common
     stock purchase agreement between the Company and Aspire
     Capital, dated April 23, 2013.

The Company will not receive any proceeds from the resale of any
of the shares of Common Stock.  However, the Company has received
$500,000 in gross proceeds, and in the future may receive up to an
aggregate of $9.5 million in additional gross proceeds, from the
sale of its Common Stock to Aspire Capital, pursuant to the
Purchase Agreement once the registration statement, of which this
prospectus is a part, is declared effective.  The Company may also
receive proceeds from the sale of securities upon the exercise of
the warrants issued in its January 2013 and February 2011 private
placements and the exercise of warrants issued to ZQX Advisors,
LLC (to the extent the registration statement of which this
prospectus is a part is then effective and, if applicable, the
"cashless exercise" provision is not utilized by the holder).

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "COPY."

A copy of the Form S-1 Prospectus is available for free at:

                        http://is.gd/PGtXjk

                          About CopyTele

Melville, N.Y.-based CopyTele, Inc.'s principal operations include
the development, production and marketing of thin flat display
technologies, including low-voltage phosphor color displays and
low-power passive E-Paper(R) displays, and the development,
production and marketing of multi-functional encryption products
that provide information security for domestic and international
users over several communications media.

Copytele Inc. incurred a net loss of $4.25 million for the year
ended Oct. 31, 2012, compared with a net loss of $7.37 million
during the prior fiscal year.

KPMG LLP, in Melville, New York, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended Oct. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations,
has negative working capital, and has a shareholders' deficiency
that raise substantial doubt about its ability to continue as a
going concern.

The Company's balance sheet at Jan. 31, 2013, showed $7.52 million
in total assets, $8.84 million in total liabilities and a $1.32
million total shareholders' deficiency.


CUBIC ENERGY: To Acquire East Texas EagleBine Assets for $46MM
--------------------------------------------------------------
Cubic Energy, Inc., has entered into a definitive agreement to
acquire proven reserves, oil & natural gas production and
undeveloped leasehold interest in Leon and Robertson Counties,
Texas from Gastar Exploration Texas, LP.  The acquisition price to
be paid by Cubic is $46,000,000 and includes drilling rights on
approximately 16,300 net acres and production of approximately
2,050 boepd (97% gas: 3% oil) using a 6:1 conversion rate.  The
transaction is expected to close on or before June 5, 2013,
subject to customary due diligence and closing adjustments, and
with a property purchase price effective Jan. 1, 2013, for
purposes of allocating revenues and expenses and capital costs
between GETLP and Cubic.

Calvin A. Wallen III, Cubic's chairman, CEO & president stated,
"We are excited to take the first step in transitioning Cubic to a
diversified oil & natural gas company.  As Cubic moves forward
with additional acquisitions, the East Texas EagleBine Assets will
prove to be a critical first step with its upside in the oil rich
Cretaceous Zone, including the Eagleford & Woodbine intervals.
The asset also gives us great flexibility with the deeper Bossier,
a prolific and highly commercial play that we have the option to
develop as natural gas pricing improves."

A copy of the Purchase and Sale Agreement is available at:

                        http://is.gd/9uX10K

                         About Cubic Energy

Cubic Energy, Inc., headquartered in Dallas, Tex., is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.

Philip Vogel & Co. PC, in Dallas, Texas, 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 experienced recurring net losses from operations and
has uncertainty regarding its ability to meet its loan obligations
which raise substantial doubt about its ability to continue as a
going concern.

The Company's balance sheet at Dec. 31, 2012, showed $18.48
million in total assets, $28.85 million in total liabilities, all
current, and a $10.36 million total stockholders' deficit.

                         Bankruptcy Warning

"Our debt to Wells Fargo, with a principal amount of $25,865,110,
is due on March 31, 2013, and the Wallen Note, with a principle
amount of $2,000,000, is due April 1, 2013, and both are
classified as current debt.  As of December 31, 2012, we had a
working capital deficit of $26,312,271.

Our ability to make scheduled payments of the principal of, to pay
interest on or to refinance our indebtedness depends on our
ability to obtain additional debt and/or equity financing, which
is subject to economic and financial factors beyond our control.
Our business will not generate cash flow from operations
sufficient to pay our obligations to Wells Fargo and under the
Wallen Note.  We may be required to adopt one or more
alternatives, such as selling assets, restructuring debt or
obtaining additional equity capital on terms that may be onerous
or highly dilutive.  Our ability to refinance our indebtedness
will depend on the capital markets and our financial condition in
the immediate future, as well as the value of our properties. We
may not be able to engage in any of these activities or engage in
these activities on desirable terms, which could result in a
default on our debt and have an adverse effect on the market price
of our common stock.

"We may not be able to secure additional funds to make the
required payments to Wells Fargo.  If we are not successful, Wells
Fargo may pursue all remedies available to it under the terms of
the Credit Facility including but not limited to foreclosure on
our assets or force the Company to seek protection under
applicable bankruptcy laws.  If either of those were to occur, our
shareholders might lose their entire investment," the Company said
in its quarterly report for the period ended Dec. 31, 2012.


CUI GLOBAL: Acquires Orbital-UK for $26.2 Million
-------------------------------------------------
CUI Global, Inc., has closed on its acquisition of 100% of the
capital stock of Orbital Gas Systems Limited, a United Kingdom-
based provider of natural gas infra-structure and advanced
technology, including metering, odorization, remote telemetry
units and a diverse range of personalized gas engineering
solutions to the gas utilities, power generation, emissions,
manufacturing and automotive industries.  The purchase price for
the acquisition of Orbital was GBP17,000,000, subject to purchase
price adjustments, 100% of the purchase price was paid in cash.

Effective immediately, Orbital-UK will become a wholly owned
subsidiary of CUI Global.  Andrew Ridge will continue as the
managing director of Orbital-UK.  William Clough will remain as
president and CEO of CUI Global, and assume the role of CEO of
Orbital-UK.  CUI Global does not expect any organizational changes
to Orbital-UK's operations in the United Kingdom or elsewhere.

The acquisition offers significant synergies for revenue growth.
Orbital-UK's internationally recognized expertise in the natural
gas industry, including bringing together the patented VE-
technology with the Vergence(R) GasPT2 device from CUI Global
offer natural gas operators/users a comprehensive solution set for
the next generation of energy metering systems.

In addition, Orbital-UK's in-house engineering capabilities,
manufacturing relationships, and R&D infrastructure are expected
to accelerate the adoption of the GasPTi device, while allowing
the company to control all calibration, packaging, delivery,
engineering support and more within the Orbital-UK facilities;
thus allowing CUI Global to capture an even larger percentage of
operating margins from the final, packaged device - Anticipated
cost synergies include leveraging existing sales and distribution
infrastructure for cross-selling opportunities.  The acquisition
will also immediately add significant revenues and earnings to CUI
Global.

The acquisition was concluded with a portion of the proceeds of a
$48.3 million follow-on offering the company recently completed
with the assistance of Craig-Hallum Capital Group LLC (acting as
sole book-running manager of the offering) and Merriman Capital,
Inc. (acting as co-manager of the offering).  Following the
acquisition and associated costs of the raise, the company will
have more than $20,000,000 or $1.00 per share in cash and cash
equivalents available for marketing, sales, R&D, and other working
capital needs.

"This transaction effectively positions CUI Global for even more
accelerated growth," explained William Clough, CUI Global's
president & CEO.  "Orbital-UK's talent base of technical employees
and their world-class engineering and support team, not to mention
their sterling reputation within the natural gas industry, will
enable us to speed market adoption of our combined GasPTi device;
while CUI Global's established network of global distributors will
allow Orbital-UK to market its broad portfolio of natural gas
products to a much larger audience."

"This is a very significant company milestone for Orbital,"
explained Orbital-UK's managing director, Andy Ridge.  "With the
combination of these two companies we will now be able to expand
our programs and services for our existing customer base, as well
as pursue growth opportunities across a much broader market.  As
part of a global entity, we expect enhanced visibility in the
market and heightened awareness for our company offerings.
Further, the addition of the Vergence GasPT2 technology to our
current product line is expected to increase our ability to
penetrate new markets and thereby grow our core business."

Since it was formed in 1984, Orbital-UK has focused its attention
on providing superior customer service, advanced technology
solutions and a dedication to product quality unequaled in the
natural gas industry.  Orbital-UK's customers, including National
Grid (the national gas transmission company for the UK), all of
the UK's gas distribution networks, and others such as Jaguar
Motor Cars, BMW, and more, have come to rely on its team of
talented and knowledgeable employees for crucial engineering
support and specialized knowledge.  Its value-added services and
innovative products reduce the time it takes to identify, design
and begin cost effective delivery of new technology to the natural
gas and other industries.

"The acquisition of Orbital-UK, with the associated increase in
revenues, earnings and working capital, and the dramatic increase
in our ability to penetrate the natural gas market, while
capturing even more operational margin, all combine to further our
strategy of making opportunistic, synergistic acquisitions of
either technology, personnel, or companies that will increase our
growth and, thereby, enhance our shareholder value - this
transaction certainly encapsulates all of those positive
elements," Clough concluded.

                          About CUI Global

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

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

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

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


DEE ALLEN: Chapter 11 Trustee Files Liquidating Plan
----------------------------------------------------
Gil A. Miller, the duly-appointed Chapter 11 Trustee for Dee Allen
Randall, et al., has filed with the U.S. Bankruptcy Court for the
District of Utah a proposed Chapter 11 Trustee's Liquidating Plan
of Reorganization under Section 1121 of the Bankruptcy Code.

Pursuant to the proposed Trustee Plan, all holders of Allowed
Claims are to be paid from the assets of the Consolidated Estate
as provided for in the Plan.

Holders of equity interests, if any, in Class 18 are not entitled
to receive or retain any property under the Plan and, therefore,
under Section 1126(g) of the Bankruptcy Code, holders of Equity
Interests in Class 18 are deemed to have rejected the Plan.

The Trustee has segregated the various claims against and
Interests in the Consolidated Debtors as shown below:

  * Class 1 consists of all Allowed Secured Claims on the 1505 N.
1200 W. Property.

  * Class 2 consists of all Allowed Secured Claims on Randall's
71.9% undivided interest in the 811 S. Main Property.

  * Class 3 consists of all Allowed Secured Claims on Horizon
Mortgage's 39% undivided interest in the 87 N. Adamswood Property,

  * Class 4 consists of all Allowed Secured Claims on Randall's
interest in the 990 N. Rainbow Drive Property

  * Class 5 consists of all Allowed Secured Claims on Randall's
interest in Parcel 1 of the 1072 S. Lloyd Property and/or on
Horizon Financial's interest in Parcel 2 of the 1072 S. Lloyd
Property.

  * Class 6 consists of all Allowed Secured Claims on Horizon
Mortgage's 50% undivided interest in the two parcels of the Sunset
Property at the addresses of 124 West 800 North and 116 West 800
North, Sunset, Utah.

  * Class 7 consists of all Allowed Secured Claims on Randall's
interest in the third parcel of the Sunset Property at the
addresses of 78 West 800 North, Sunset, Utah.

  * Class 8 consists of all Allowed Secured Claims on Horizon
Mortgage's 58% undivided interest in the 715 - 721 N. 400 W.
Property.

  * Class 9 consists of all Allowed Secured Claims on Horizon
Mortgage's interests in Lot 2 (768 Fort Lane) and Lot 3 (790 Fort
Lane) of the Fort Lane Property.

  * Class 10 consists of all Allowed Secured Claims on Horizon
Mortgage's 60% undivided interest in Lot 4 (812 Fort Lane) of the
Fort Lane Property.

  * Class 11 consists of all Allowed Secured Claims on Horizon
Mortgage's interest in Units 101-104, 701-704, 801-804, and 1101-
1104 of the 1427 W. 1650 N. Property.

  * Class 12 consists of all Allowed Secured Claims on Randall's
interest in Units 901-904 of the 1427 W. 1650 N. Property.

  * Class 13 consists of all Allowed Secured Claims on Randall's
interest in the 1634 N. Angel St. Property.

  * Class 14 consists of all Allowed Secured Claims on Horizon
Financial's interest in the Sandy Office Building Property.

  * Class 15 consists of all Allowed Priority Unsecured Claims, if
any.

  * Class 16 consists of all Allowed Non-Investor Trade Creditor
Unsecured Claims.

  * Class 17 consists of all Allowed Victim Claims.

  * Class 18 consists of all Equity Interests in the Debtors.

Treatment of First Lien Holders

The holders of the Secured Claims in Class 1(A), Class 2(A), Class
3(A), Class 4(A), Class 6(A), Class 7(A), Class 8(A), Class 9(A),
Class 9(B), Class 10(A), Class 11(A), Class 11(B), Class 11(C),
Class 11(D), Class 12(A), Class 13(A), and Class 14(A)
(collectively the "First Lien Holders") have been paid in full on
all of their claims against the Debtors from the sale proceeds
that they received pursuant to Bankruptcy Court Final Orders from
the sales of their respective Collateral.  Such payments to the
First Lien Holders will be in full satisfaction of their Secured
Claims and in full satisfaction of any indebtedness and any other
obligations owed by any of the Debtors to the First Lien Holders.

Treatment of Other Secured Claims

Each holder of all other Allowed Secured Claims other than the
Secured Claims of the First Lien Holders will receive Cash in an
amount equal to such Allowed Secured Claim, including any interest
thereon required to be paid pursuant to Section 506(b) of the
Bankruptcy Code.

For those Allowed Secured Claims that were secured by Collateral
on multiple real properties, the holders of such Allowed Secured
Claims will only receive one satisfaction of their Allowed Secured
Claims, and the Trustee will retain the discretion to determine
which proceeds from which real properties secured by such Allowed
Secured Claims will be used to satisfy such Allowed Secured Claims
in full.

To the extent that the proceeds from the sale of the Collateral
securing any asserted Secured Claim are insufficient to pay any
portion or all of such asserted Secured Claim, after the priority
of such asserted Secured Claim to the sale proceeds has been
determined, the unpaid deficiency balance of such asserted Secured
Claim will be Allowed as an Allowed Victim Claim (but only if the
holder of such asserted Secured Claim is also a Victim) or
otherwise as a Non-Investor Trade Creditor Unsecured Claim, to the
extent that the Trustee has not otherwise objected to such Claim.

Treatment of Allowed Priority Unsecured Claims

Each holder of an Allowed Priority Unsecured Claim, if any, will
be paid in full on the later of (i) the Effective Date, or (ii)
within five (5) Business Days of the date that the holder's
Priority Unsecured Claim is an Allowed Claim.

Treatment of Non-Investor Trade Creditor Unsecured Claims

Each holder of an Allowed Non-Investor Trade Creditor Unsecured
Claim, if any, will be paid ten percent (10.0%) of the Allowed
Claim on the later of (i) the Effective Date, or (ii) within five
(5) Business Days of the date that the holder's Non-Investor Trade
Creditor Unsecured Claim is an Allowed Claim, in full satisfaction
of such Allowed Claim.

Treatment of Victim Claims

Each holder of an Allowed Victim Claim will be paid from the
Victim Funds as follows: (i) on the Initial Distribution Date,
such holder will receive a distribution of available Victim Funds
pursuant to the Rising Tide Distribution Method; and (ii) any
subsequent distribution on account of Allowed Victim Claims will
be made, when appropriate in the Trustee's sole discretion, using
the same Rising Tide Distribution Method.  In addition, each
holder of an Allowed Victim Claim that has made a timely Private
Actions Trust Election and thereby assigned his or her Victim
Causes of Action to the Private Actions Trust will receive outside
of the Plan the additional distributions (if any) to which such
holder of any Allowed Victim Claim becomes entitled pursuant to
the terms of the Private Actions Trust.

A copy of the proposed Chapter 11 Trustee Liquidating Plan is
available at http://bankrupt.com/misc/deeallen.doc1070.pdf

                      About Dee Allen Randall

Dee Allen Randall in Kaysville, Utah, filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 10-37546) on Dec. 20, 2010, to
forestall creditors while he reorganized his finances.  His
companies include Horizon Mortgage & Investment, Horizon Financial
& Insurance Group and Horizon Auto Funding.  Judge Joel T. Marker
presides over the bankruptcy case.  In his petition, Mr. Randall
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.

Mr. Randall claims he was conducting a "legal Ponzi scheme," but
authorities are investigating him for possible violations of the
law in an operation that took in $65 million from 700 or so
investors.

Gil A. Miller was appointed as Chapter 11 trustee for Mr.
Randall's bankruptcy estate.

On Oct. 12, 2011, Mr. Miller placed Mr. Randall's corporate
entities -- Horizon Auto Funding, LLC, Independent Commercial
Lending LLC, Horizon Financial Center I LLC, Horizon Mortgage and
Investment Inc. and Horizon Financial & Insurance Group Inc. -- in
bankruptcy by filing separate Chapter 11 petitions (Bankr. D. Utah
Case Nos. 11-34826, 11-34830, 11-34831, 11-34833 and 11-34834).

Judge Joel T. Marker presides over the 2010 and 2011 cases.
Michael R. Johnson, Esq., Brent D. Wride, Esq., and David H.
Leigh, Esq., at Ray Quinney & Nebeker P.C., serve as counsel to
the Chapter 11 Trustee.  The cases are substantively consolidated
under Case No. 10-37546.  The trustee hired Fabian & Clendenin as
special counsel.


DENNY'S CORP: Obtains New $250 Million Credit Facility
------------------------------------------------------
Denny's Corporation has entered into a new five-year $250 million
senior secured bank credit facility, comprised of a $60 million
term loan and a $190 million revolving line of credit.  At the
time of closing there were $105 million of borrowings under the
new revolving line of credit.

The refinanced facility has a reduced interest rate starting at
LIBOR plus 200 basis points for the term loan and revolver
compared to the prior facility which had an interest rate of LIBOR
plus 275 basis points.  The term loan will be amortized 5% per
year in the first two years, 7.5% in the subsequent two years and
10% in the fifth year with the balance due at maturity.  This
translates to minimum payments of $3 million to $6 million per
year, compared to its old facility which had a $19 million per
year amortization requirement.  In addition, the Company will have
the opportunity to further reduce the interest rates on the
facility by achieving lower leverage ratios which would also
result in further enhancing its financial flexibility.

The refinancing is expected to result in annualized interest
expense savings of approximately $1.3 million.  The Company
estimates that the closing of its new bank facility will result in
a one-time charge to other nonoperating expense of approximately
$1.2 million in the second quarter of 2013, as a result of charges
for the unamortized portion of deferred financing costs related to
the prior facility and portion of the fees related to the new
facility.

New Share Repurchase Authorization

The Company's Board of Directors approved a new share repurchase
program authorizing the repurchase of an additional 10 million
shares of its common stock, in addition to repurchases previously
authorized.  Under this authorization, the Company may purchase
its Common Stock from time to time in the open market or in
privately negotiated transactions.  The amount and timing of any
purchases will depend upon a number of factors, including the
price and availability of the Company's shares, trading volume and
general market conditions

Mark Wolfinger, executive vice president, chief administrative
officer and chief financial officer, stated, "Our new credit
facility and share repurchase authorization are testaments to the
tremendous progress Denny's has made over the past several years
with its franchise-focused business model, resulting in a much
stronger balance sheet, supported by growing profitability and
free cash flow.  In addition to reducing interest costs, this
refinancing provides increased flexibility for the Company to
continue to return cash to shareholders while also enhancing our
ability to make appropriate investments in the brand to facilitate
franchisee growth."

Wells Fargo Securities, LLC, Regions Capital Markets, a division
of Regions Bank, and GE Capital Markets, Inc., served as the Joint
Lead Arrangers and Joint Bookrunners for the new credit facility
with Wells Fargo Bank, N. A., serving as Administrative Agent and
L/C Issuer, and Cadence Bank, Fifth Third Bank, and RBS Citizens,
N.A. serving as Co-Documentation Agents.

The Company, as of April 24, 2013, has repurchased a total of 12.6
million shares since initiating its share repurchase program and
has 2.4 million shares remaining to be purchased under its current
six million share stock repurchase program announced in May 2012.
As of March 27, 2013, the Company had 92,464,275 shares of common
stock outstanding.

                     About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company said in its annual report for the year ended Dec. 28,
2011, that as the Company is heavily franchised, its financial
results are contingent upon the operational and financial success
of its franchisees.  The Company receives royalties, contributions
to advertising and, in some cases, lease payments from its
franchisees.  The Company has established operational standards,
guidelines and strategic plans for its franchisees; however, the
Company has limited control over how its franchisees' businesses
are run.  While the Company is responsible for ensuring the
success of its entire chain of restaurants and for taking a longer
term view with respect to system improvements, the Company's
franchisees have individual business strategies and objectives,
which might conflict with the Company's interests.  The Company's
franchisees may not be able to secure adequate financing to open
or continue operating their Denny's restaurants.  If they incur
too much debt or if economic or sales trends deteriorate such that
they are unable to repay existing debt, it could result in
financial distress or even bankruptcy.  If a significant number of
franchisees become financially distressed, it could harm the
Company's operating results through reduced royalties and lease
income.

The Company's balance sheet at Sept. 26, 2012, showed
$325.85 million in total assets, $325.29 million in total
liabilities and $563,000 in total shareholders' equity.

                           *     *     *

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service.


DEX ONE: Completes SuperMedia Merger, Exits Chapter 11
------------------------------------------------------
Dex One Corporation and SuperMedia Inc. on April 30 announced the
completion of their merger, creating Dex Media, Inc. -- one of the
largest national providers of social, local and mobile marketing
solutions through direct relationships with local businesses.  The
common stock of Dex Media will begin trading May 1, 2013 on the
NASDAQ stock exchange under the symbol: DXM.

Completion of the merger occurred simultaneously with each
company's emergence from Chapter 11 bankruptcy protection on
April 30.  Each of Dex One Corporation's and SuperMedia Inc.'s
"pre-packaged" Plans of Reorganization became effective following
confirmation of the plans by the United States Bankruptcy Court
for the District of Delaware on April 29, 2013.

"Dex Media is positioned to help businesses across the country
grow, with over 2,700 marketing consultants already advising
approximately 665,000 local businesses across social, local and
mobile media," said Peter McDonald, president and CEO of Dex
Media.  "We intend to seize the opportunity to create additional
value for existing and new clients, employees and investors.  I
want to recognize the outstanding performance of Dex One and
SuperMedia employees over the past few years to transform the
companies and make the merger and creation of Dex Media possible."

"This combination establishes Dex Media as a powerful marketing
services company with digital revenue approaching $500 million and
a near national footprint," said Alan Schultz, chairman of the
board of directors of Dex Media.  "The company plans to leverage
its strong free cash flow generation, expense synergies and tax
assets to build on its offline foundation to offer effective
marketing solutions and reduce debt."

Dex Media estimates it will realize approximately $150-$175
million of annual run rate cost synergies by 2015, and expects to
preserve access to Dex One's remaining tax attributes and generate
future attributes, in aggregate totaling as much as $1.8 billion,
to offset income attributable to the combined company following
the completion of the transaction.

Under the terms of the agreement, legacy Dex One shareholders
received 0.20 shares for each Dex One share they owned, and legacy
SuperMedia shareholders received 0.4386 shares for each SuperMedia
share they owned.  Dex One shareholders now own approximately 60
percent and SuperMedia shareholders now own approximately 40
percent of Dex Media's newly issued common stock.

While the corporate entity will be called Dex Media, the Dex One
and SuperMedia brands, client-facing operations and communications
will continue under the Dex One and SuperMedia brand names.  Dex
Media headquarters are in Dallas.

Dex Media Investor Call - Tuesday, May 7

Dex Media welcomes investors, media and other interested parties
to join McDonald and Samuel D. Jones, executive vice president,
chief financial officer and treasurer of Dex Media, in a
discussion via a webcast and teleconference on Tuesday, May 7,
beginning at 10 a.m. (EDT).

Individuals within the United States can access the call by
dialing 888/603-6873.  International participants should dial
973/582-2706.  The pass code for the call is: 46200966.  In order
to ensure a prompt start time, please dial into the call by 9:50
a.m. (EDT).  A replay of the teleconference will be available at
800/585-8367.  International callers can access the replay by
calling 404/537-3406. The replay pass code is: 46200966.  The
replay will be available through May 21, 2013.  In addition, a
live Web cast will be available on Dex Media's Web site in the
Investor Relations section at www.DexMedia.com.

                          About Dex One

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

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

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

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

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


DIGITAL DOMAIN: Has Exclusive Plan Rights Until July 8
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Digital Domain Media Group Inc. faced no opposition
and consequently was given an extension until July 8 of the
exclusive rights to propose a Chapter 11 plan.

The report relates that DDMG, calling itself a "liquidating shell
company," said in papers filed with the U.S. Bankruptcy Court in
Delaware that it needs more time to "finalize ongoing litigation
investigations."  DDMG said it has "liquidated the vast majority
of non-litigation assets."

Most of the business was purchased for $36.7 million by a joint
venture between Galloping Horse America LLC, an affiliate of
Beijing Galloping Horse Co., and an affiliate of Reliance Capital
Ltd., based in Mumbai.

The report notes that there should be some recovery for the
unsecured creditors as the result of a settlement negotiated by
the unsecured creditors' committee with secured lenders.

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs. As
the result of a settlement negotiated by the unsecured creditors'
committee with secured lenders, there will be some recovery for
the committee's constituency.


DIMMITT CORN: Files List of Top 20 Unsecured Creditors
------------------------------------------------------
Dimmitt Corn Mill, LLC submitted a list that identifies the top 20
unsecured creditors.

Creditors with the three largest claims are:

  Entity                 Nature of Claim        Claim Amount
  ------                 ---------------        ------------
A R Insulation, Inc.                              $317,764
1209 W. 19th Street
Odessa, TX 79763

Arthur J. Gallanger Risk                          $193,539
Management Serv
3000 Kilpatrick Boulevard
Suite 100

Atmos Energy                                         $24,468
P.O. Box 790311
Saint Louis, MO 63179-0311

A copy of the creditors' list is available for free at:

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

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


EDISON MISSION: Amends 2012 Annual Report to Add Info
-----------------------------------------------------
Edison Mission Energy Inc. has amended its annual report on
Form 10-K for the year ended Dec. 31, 2012, which was originally
filed with the Securities and Exchange Commission on March 18,
2013.  EME and Midwest Generation filed the Amendment No. 1 to
provide the information required by Part III of that Form 10-K,
Items 10, 11, 12 and 13.

The Amendment does not update any other disclosures in the
Original Filing to reflect developments since the original date of
filing.

The following items of the Original Filing on the annual report on
Form 10-K are amended and restated in their entirety by this
Amendment No. 1:

Item 10.  Directors, Executive Officers and Corporate Governance

Item 11.  Executive Compensation

Item 12.  Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters; and

Item 13.  Certain Relationships and Related Transactions, and
Director Independence.

This Amendment No. 1 also sets forth an amended "Item 15. Exhibits
and Financial Schedules" in its entirety and includes the new
certifications from EME's and Midwest Generation's principal
executive officer and principal financial officer.

Unaffected items have not been repeated in this Amendment No. 1.

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

                        http://is.gd/R7WI6t

                       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.


ELEPHANT TALK: Amends 2012 Annual Report
----------------------------------------
Elephant Talk Communications Corp. has amended its annual report
for the period ended Dec. 31, 2012, to include reference to
certain registration statements on Form S-8 and Form S-3 in the
Consent of Independent Registered Public Accounting Firm filed as
Exhibit 23.1.

The Amendment No. 1 amends and restates in its entirety Item 15
"Exhibits, Financial Statement Schedules".  This Amendment does
not affect any other parts of, or exhibits to, the Original
Filing.

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

                        http://is.gd/0rztRS

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk disclosed a net loss attributable to the Company of
$23.13 million in 2012, a net loss attributable to the Company of
$25.31 million in 2011 and a net loss attributable to the Company
of $92.48 million in 2010.  The Company's balance sheet at Dec.
31, 2012, showed $37.47 million in total assets, $17.32 million in
total liabilities and $20.14 million in total stockholders'
equity.

BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
suffered recurring losses from operations has an accumulated
deficit of $203.3 million and continues to generate negative cash
flows that raise substantial doubt about its ability to continue
as a going concern.


ELITE PHARMACEUTICALS: Lincoln Park to Resell 80.8MM Shares
------------------------------------------------------------
Elite Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement relating to
the offer and sale of up to 80,858,230 shares of common stock, par
value $0.001, of the Company by Lincoln Park Capital Fund, LLC.

The shares of common stock being offered by Lincoln Park have been
or may be issued pursuant to the purchase agreement dated
April 19, 2013, that the Company entered into with Lincoln Park.

The Company is not selling any securities under this prospectus
and will not receive any of the proceeds from the sale of shares
by Lincoln Park.  The Company will pay the expenses incurred in
registering the shares, including legal and accounting fees.

The Company's common stock is currently quoted on the Over-the-
Counter Bulletin Board under the symbol "ELTP".  On April 18,
2013, the last reported sale price of the Company's common stock
on the OTCBB was $0.07.

A copy of the Form S-1 is available for free at:

                        http://is.gd/TaaHtW

                     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.


EMISPHERE TECHNOLOGIES: Enters Into MHR Debt Restructuring Deal
---------------------------------------------------------------
Emisphere Technologies, Inc. on April 29 disclosed that it has
reached agreement with MHR Fund Management LLC and its various
affiliated funds to restructure the terms of its obligations under
various promissory notes issued to MHR.

Under the terms of its obligations to MHR, the Company currently
owes MHR approximately $35 million, all of which was either past
due or payable on demand.  These obligations include approximately
$32.9 million due and payable under the 11% senior secured
convertible notes issued to MHR in 2006, approximately $0.6
million due and payable under certain promissory notes issued to
MHR in 2010, and approximately $1.5 million due and payable under
certain promissory notes issued to MHR in 2012.

Under the terms of the restructuring agreement entered into with
MHR, upon the closing of the transactions contemplated by the
Restructuring Agreement, the MHR Convertible Notes, which matured
under their original terms on September 26, 2012, will mature on
September 26, 2017 (subject to acceleration upon the occurrence of
certain specified events of default), the interest rate of the MHR
Convertible Notes will be increased from 11% to 13% (the interest
rate that has been applicable to the notes since September 26,
2012), and will continue to be payable in the form of additional
MHR Convertible Notes rather than in cash.  The restructured MHR
Convertible Notes will continue to be collateralized by a first
priority lien in favor of MHR on substantially all of the
Company's assets, and must be redeemed from time to time pursuant
to a cash sweep of approximately 40% of the Company's Consolidated
Free Cash Flow (as defined in the amended and restated MHR
Convertible Notes).  The closing of the transactions contemplated
by the Restructuring Agreement is subject to various conditions,
including the receipt by Emisphere of $10 million pursuant to the
amendment to the GLP-1 Development Agreement with Novo Nordisk
announced today by the Company.  Under the terms of the
restructuring agreed with MHR, this $10 million will not be
subject to the cash flow sweep and will be available to the
Company to fund its operations.

In addition, under the terms of the Restructuring Agreement, the
Company and MHR agreed at closing, to, among other things:

-- Re-price the conversion rate for the restructured MHR
Convertible Notes from $3.78 to $1.25 per share of common stock
(subject to adjustment as described in the amended and restated
MHR Convertible Notes);

-- Re-price warrants currently held by MHR to purchase
approximately 12 million shares of the Company's common stock from
an average exercise price of $1.15 to $0.50 per share, and extend
the expiration date of such warrants to July 6, 2019;

-- Issue to MHR additional warrants to purchase approximately 10
million shares of the Company's common stock at an exercise price
of $0.50 per share, which warrants will expire in July 6, 2019;

-- Amend and restate the Bridge Notes, formerly due on demand, to
provide for a maturity date of September 26, 2017 and for such
Bridge Notes to be convertible, at the option of the holder, into
the Company's common stock at a conversion rate of $0.50 per share
of common stock (subject to adjustment as described in the amended
and restated Bridge Notes); and

-- Amend and restate the Reimbursement Notes, formerly due on
September 26, 2012, to provide for a maturity date of April 26,
2014 and for such Reimbursement Notes to be convertible, at the
option of the holder, into the Company's common stock at a
conversion rate of $0.50 per share of common stock (subject to
adjustment as described in the amended and restated Reimbursement
Notes).

A special committee of the Company's board of directors, composed
of independent directors, negotiated the terms of the
Restructuring Agreement and the transactions contemplated thereby
with the advice of its legal and financial advisors, and the
Restructuring Agreement was unanimously approved by the
disinterested members of the board of directors with the unanimous
affirmative recommendation of the special committee.

"MHR's continuing support and vote of confidence remains vital to
the Company's interests," said Alan L. Rubino, President and Chief
Executive Officer of Emisphere.  "The Restructuring Agreement will
allow the Company to build sustainable momentum with a stronger
runway on which to create greater value for all shareholders,"
added Mr. Rubino.

Emisphere's broad-based drug delivery technology platform, known
as the Eligen Technology, uses proprietary, synthetic chemical
compounds, known as Emisphere delivery agents and often referred
to as "carriers".  Emisphere's Eligen Technology makes it possible
to effectively deliver an active therapeutic molecule, large and
small, without altering its chemical form or biological integrity.

                         About Emisphere

Cedar Knolls, N.J.-based Emisphere Technologies, Inc., is a
biopharmaceutical company that focuses on a unique and improved
delivery of therapeutic molecules or nutritional supplements using
its Eligen(R) Technology.  These molecules are currently available
or are under development.

Emisphere Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.92 million on $0 of revenue for the year ended
Dec. 31, 2012, as compared with net income of $15.05 million on $0
of revenue during the prior year.

For the three months ended Dec. 31, 2012, the Company reported net
income of $627,000 on $0 of revenue, as compared with net income
of $19.81 million on $0 of revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $2.17 million
in total assets, $68.24 million in total liabilities and a $66.06
million total stockholders' deficit.

                        Going Concern Doubt

McGladrey 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 suffered recurring losses from operations, has a significant
working capital deficiency, has limited cash availability and is
in default under certain promissory notes.  This raises
substantial doubt about the Company's ability to continue as a
going concern.


EMPIRE RESORTS: Amends 6.3 Million Shares Prospectus
----------------------------------------------------
Empire Resorts, Inc., filed with the U.S. Securities and Exchange
Commission amendment no.1 to the Form S-1 registration statement
relating to the registration of 6,032,153 shares of common stock
of the Company issuable upon exercise of subscription rights.

Empire Resorts is granting at no charge to the holders of the
Company's common stock, par value $0.01 per share, and Series B
Preferred Stock, par value $0.01 per share, non-transferable
subscription rights to purchase one share of the Company's common
stock at a subscription price of $1.8901 per share.  Each holder
will receive one subscription right for each five shares of common
stock owned, or into which the Series B Preferred Stock was
convertible, on April 8, 2013.  Each subscription right will
entitle its holder to purchase one share of the Company's common
stock at the subscription price.

The purpose of this rights offering is to raise equity capital in
a cost-effective manner that allows current holders to
participate.  The net proceeds will be used to fund the expenses
of the Company's new development project, which may include
permitting, infrastructure and shared master planning costs and
expenses, and for general working capital purposes.

The Company has entered into a standby purchase agreement with
Kien Huat Realty III Limited, the Company's largest stockholder,
whereby Kien Huat has agreed to exercise in full its basic
subscription rights.

A copy of the Amended Prospectus is available for free at:

                        http://is.gd/fuQOkG

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts reported a net loss applicable to common shares of
$2.26 million in 2012, as compared with a net loss applicable to
common shares of $1.57 million in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $52.44
million in total assets, $27.63 million in total liabilities and
$24.81 million in total stockholders' equity.


EXIDE TECH: Lazard, Akin Gump Hired for Restructuring Advice
------------------------------------------------------------
Debtwire.com published a report early last month that Exide
Technologies had hired financial advisory firm Lazard and the law
firm of Akin Gump LLP to advise on the Company's financial
restructuring after prior restructuring efforts stalled.  On this
news, Exide's shares fell $1.24 a share to $1.37 a share, a 46%
drop on April 4, before trading in the stock was halted.

That month, law firms including Glancy Binkow & Goldberg LLP and
Pomerantz Grossman Hufford Dahlstrom & Gross LLP launched class
action lawsuits against Exide and certain of its officers in the
U.S. District Court for the Central District of California on
behalf of a class comprising all purchasers of Exide common stock
between February 9, 2012 and April 3, 2013, inclusive.  The
Complaint alleges that throughout the Class Period the Company and
certain of its executive officers issued false or misleading
statements or failed to disclose material adverse facts concerning
the Company's operations and financial prospects.

The Complaint alleges that during the Class Period defendants knew
but misrepresented or failed to disclose to the investing public
that:

     (a) Exide was exposing residents near its Vernon, California,
battery recycling facility to dangerously high levels of arsenic
and other pollutants;

     (b) Exide knew, based on actual and projected revenues and
expenses, that the Company would not be able to meet its debt
repayment obligations and other pledges and promises 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 that the Company was solvent, 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, the Company's recycling facility in Vernon was
cited by the South Coast Air Quality Management District (AQMD) 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. Then, on April 3, 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.

No class has yet been certified yet.

                    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.


FAIRWEST ENERGY: Gets CCAA Extension; Fails to File Financials
--------------------------------------------------------------
FairWest Energy Corporation on April 29 disclosed that it has
obtained an Order on April 26, 2013 from the Court of Queen's
Bench of Alberta extending the stay of proceedings granted to
FairWest under the Companies' Creditors Arrangement Act to May 31,
2013.

The April 26 Order also provides for an increase in maximum amount
available under the debtor-in-possession financing facility with
Supreme Group Inc. to $1,600,000.

FairWest also disclosed that it will not be in a position to file
its annual financial statements and corresponding management
discussion and analysis for the year ended December 31, 2012.  In
anticipation of FairWest's failure to file, FairWest notified each
of securities commissions or similar regulators in each of the
provinces of Canada in which FairWest is a reporting issuer.
FairWest does not anticipate being in a position to file the
Annual Financials at any time in the future.

The failure to file the Annual Financials may result in the
issuance of a cease trade order by the Alberta Securities
Commission and the other Commissions prohibiting the trading of
all securities of FairWest.  A cease trade order, if issued, would
remain in effect until such time as FairWest filed its Annual
Financials.

FairWest has also advised the TSX Venture Exchange that it will
not be in a position to pay the annual listing fees of the TSXV.
Pursuant to the policies of the TSXV, non-payment of annual
listing fees will result in the eventual delisting of FairWest
common shares from the TSXV.

                        About FairWest Energy

FairWest is a Calgary, Alberta based junior oil and gas company
engaged in the acquisition, exploration, development and
production of crude oil, natural gas and natural gas liquids in
the provinces of Alberta and Saskatchewan.

FairWest an Initial Order on Dec. 12, 2012 from the Court of
Queen's Bench of Alberta granting relief to FairWest under the
Companies' Creditors Arrangement Act ("CCAA") and appointing
PricewaterhouseCoopers Inc. as the monitor.


FIRST BANKS: Earned $6.7 Million in First Quarter
-------------------------------------------------
First Banks, Inc., reported net income of $6.75 million on $37.92
million of net interest income for the three months ended
March 31, 2013, as compared with net income of $6.83 million on
$43.77 million of net interest income for the same period a year
ago.

Terrance M. McCarthy, president and chief executive officer of the
Company, said, "We are very pleased to report continued positive
earnings and growth in key capital ratios.  Our financial
performance reflects continued improvement in asset quality,
including reductions in related expenses such as provision for
loan losses and write-downs and other expenses on other real
estate properties.  Those improvements were somewhat offset by a
decline in net interest income resulting from a decrease in loans
and the challenging interest rate environment facing the banking
industry.  We are actively developing and implementing strategies
to improve new loan origination and noninterest income levels
throughout the remainder of 2013."

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

                         http://is.gd/qSHsfW

                         About First Banks

First Banks, Inc., is a registered bank holding company
incorporated in Missouri in 1978 and headquartered in St. Louis,
Missouri.  The Company operates through its wholly owned
subsidiary bank holding company, The San Francisco Company, or
SFC, headquartered in St. Louis, Missouri, and SFC's wholly owned
subsidiary bank, First Bank, also headquartered in St. Louis,
Missouri.

First Banks disclosed net income of $25.98 million in 2012, as
compared with a net loss of $44.10 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $6.50 billion in total
assets, $6.20 billion in total liabilities and $299.95 million in
total stockholders' equity.

                       Regulatory Agreements

On March 24, 2010, the Company, SFC and First Bank entered into a
Written Agreement with the FRB requiring the Company and First
Bank to take certain steps intended to improve their overall
financial condition.  Pursuant to the Agreement, the Company
prepared and filed with the FRB a number of specific plans
designed to strengthen and address the following matters: (i)
board oversight over the management and operations of the Company
and First Bank; (ii) credit risk management practices; (iii)
lending and credit administration policies and procedures; (iv)
asset improvement; (v) capital; (vi) earnings and overall
financial condition; and (vii) liquidity and funds management.

"While the Company and First Bank intend to take such actions as
may be necessary to comply with the requirements of the Agreement
with the FRB and informal agreement with the MDOF, there can be no
assurance that the Company and First Bank will be able to comply
fully with the requirements of the Agreement or that First Bank
will be able to comply fully with the provisions of the informal
agreement, that compliance with the Agreement and the informal
agreement will not be more time consuming or more expensive than
anticipated, that compliance with the Agreement and the informal
agreement will enable the Company and First Bank to maintain
profitable operations, or that efforts to comply with the
Agreement and the informal agreement will not have adverse effects
on the operations and financial condition of the Company or First
Bank.  If the Company or First Bank is unable to comply with the
terms of the Agreement or the informal agreement, respectively,
the Company and First Bank could become subject to various
requirements limiting the ability to develop new business lines,
mandating additional capital, and/or requiring the sale of certain
assets and liabilities.  Failure of the Company or First Bank to
meet these conditions could lead to further enforcement action by
the regulatory agencies.  The terms of any such additional
regulatory actions, orders or agreements could have a materially
adverse effect on the Company's business, financial condition or
results of operations," according to the Company's annual report
for the year ended Dec. 31, 2012.


FIRST SECURITY: Offering 60.7 Million Common Shares
---------------------------------------------------
First Security Group, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement to register
60,735,000 shares of common stock for a proposed maximum aggregate
offering price of $169.4 million.

Shares of the Company's common stock are traded on the NASDAQ
Capital Market under the symbol "FSGI".  The closing sale price of
the Company's common stock as reported on the NASDAQ Capital
Market on April 24, 2013, was $3.15 per share.

A copy of the prospectus is available for free at:

                        http://is.gd/Wm6Ji9

                    About First Security Group

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

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

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

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


FLORIDA GAMING: Silvermak Stock Purchase Agreement Expires May 10
-----------------------------------------------------------------
Florida Gaming Corporation and its wholly owned subsidiary,
Florida Gaming Centers, Inc., entered into a Second Amendment to
the Stock Purchase Agreement with Silvermark LLC pursuant to which
the parties agreed to amend the Stock Purchase Agreement dated as
of Nov. 25, 2012, to extend the agreement's expiration time until
4:00 P.M., E.T., on May 10, 2013.  Before the amendment, the
agreement's stated expiration time was 11:59 P.M., E.T., on
April 30, 2013.

                       About Florida Gaming

Florida Gaming Corporation operates live Jai Alai games at
frontons in Ft. Pierce, and Miami, Florida through its Florida
Gaming Centers, Inc. subsidiary.  The Company also conducts
intertrack wagering (ITW) on jai alai, horse racing and dog racing
from its facilities.  Poker is played at the Miami and Ft. Pierce
Jai-Alai, and dominoes are played at the Miami Jai-Alai.  In
addition, the Company operates Tara Club Estates, Inc., a
residential real estate development located near Atlanta in Walton
County, Georgia.  Approximately 46.2% of the Company's common
stock is controlled by the Company's Chairman and CEO either
directly or beneficially through his ownership of Freedom Holding,
Inc.  The Company is based in Miami, Florida.

Florida Gaming disclosed a net loss of $22.69 million in 2012, as
compared with a net loss of $21.76 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $75.09 million in total
assets, $125.48 million in total liabilities and $50.39 million
total stockholders' deficiency.

Morrison, Brown, Argiz & Farra, LLC, in Miami, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has experienced recurring losses
from operations, cash flow deficiencies, and is in default of
certain credit facilities, all of which raise substantial doubt
about its ability to continue as a going concern.


FREESEAS INC: Issues Add'l 300,000 Settlement Shares to Hanover
---------------------------------------------------------------
The Supreme Court of the State of New York, County of New York, on
April 17, 2013, entered an order approving, among other things,
the fairness of the terms and conditions of an exchange pursuant
to Section 3(a)(10) of the Securities Act of 1933, as amended, in
accordance with a stipulation of settlement between FreeSeas Inc.,
and Hanover Holdings I, LLC, in the matter entitled Hanover
Holdings I, LLC v. FreeSeas Inc., Case No. 153183/2013.  Hanover
commenced the Action against the Company on April 8, 2013, to
recover an aggregate of $1,792,416 of past-due accounts payable of
the Company, plus fees and costs.  The Order provides for the full
and final settlement of the Claim and the Action.  The Settlement
Agreement became effective and binding upon the Company and
Hanover upon execution of the Order by the Court on April 17,
2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on April 17, 2013, the Company issued and delivered to
Hanover 560,000 shares of the Company's common stock, $0.001 par
value.

The Settlement Agreement provides that the Initial Settlement
Shares will be subject to adjustment on the trading day
immediately following the Calculation Period to reflect the
intention of the parties that the total number of shares of Common
Stock to be issued to Hanover pursuant to the Settlement Agreement
be based upon a specified discount to the trading volume weighted
average price of the Common Stock for a specified period of time
subsequent to the Court's entry of the Order.

Since the issuance of the Initial Settlement Shares and Additional
Settlement Shares described above, Hanover demonstrated to the
Company's satisfaction that it was entitled to receive 300,000
Additional Settlement Shares based on the adjustment formula
described above, and that the issuance of that Additional
Settlement Shares to Hanover would not result in Hanover exceeding
the beneficial ownership limitation.  Accordingly, on April 22,
2013, the Company issued and delivered to Hanover 300,000
Additional Settlement Shares pursuant to the terms of the
Settlement Agreement approved by the Order.

The issuance of Common Stock to Hanover pursuant to the terms of
the Settlement Agreement approved by the Order is exempt from the
registration requirements of the Securities Act pursuant to
Section 3(a)(10) thereof, as an issuance of securities in exchange
for bona fide outstanding claims, where the terms and conditions
of such issuance are approved by a court after a hearing upon the
fairness of those terms and conditions at which all persons to
whom it is proposed to issue securities in such exchange shall
have the right to appear.

A copy of the Form 8-K is available for free at:

                        http://is.gd/Od0LGK

                        About FreeSeas Inc.

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

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

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed $114.35 million in total assets, $106.55 million in total
liabilities and $7.80 million in total shareholders' equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet scheduled
payment obligations under its loan facilities and has not complied
with certain covenants included in its loan agreements.  It has
also failed to make required payments to Deutsche Bank Nederland
as agreed to in its Sept. 7, 2012, amended and restated facility
agreement and received notices of default from First Business
Bank.  Furthermore, the vast majority of the Company's assets are
considered to be highly illiquid and if the Company were forced to
liquidate, the amount realized by the Company could be
substantially lower that the carrying value of these assets.
These conditions among others raise substantial doubt about the
Company's ability to continue as a going concern.


FUELSTREAM INC: Amends 2012 Annual Report to Include Exhibit
------------------------------------------------------------
Fuelstream, Inc., has amended its annual report on Form 10-K for
the period ended Dec. 31, 2012, for the sole purpose of furnishing
Exhibit 101 to the Form 10-K.  Exhibit 101 provides the financial
statements and related notes from the Form 10-K formatted in XBRL
(Extensible Business Reporting Language).

No other changes have been made to the Form 10-K.  A copy of the
Amended Form 10-K is available for free at http://is.gd/UwNzN5

                         About Fuelstream

Draper, Utah-based Fuelstream, Inc., is an in-wing and on-location
supplier and distributor of aviation fuel to corporate,
commercial, military, and privately-owned aircraft throughout the
world.  The Company also provides a variety of ground services
either directly or through its affiliates, including concierge
services, passenger andbaggage handling, landing rights,
coordination with local aviation authorities, aircraft maintenance
services, catering, cabin cleaning, customsapprovals, and third-
party invoice reconciliation.  The Company's personnel assist
customers in flight planning and aircraft routing aircraft,
obtaining permits, arranging overflies, and flight follow
services.

Fuelstream disclosed a net loss of $19.73 million on $1.05 million
of net sales for the year ended Dec. 31, 2012, as compared with a
net loss of $2.46 million on $0 of net sales for the year ended
Dec. 31, 2011.  The Company's balance sheet at Dec. 31, 2012,
showed $223,159 in total assets, $5.65 million in total
liabilities and a $5.42 million total stockholders' deficit.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
sustained substantial net losses and stockholders' deficit.  These
conditions raise substantial doubt about its ability to continue
as a going concern.


FUSION TELECOMMUNICATIONS: Amends 2012 Annual Report
----------------------------------------------------
Fusion Telecommunications International, Inc., has amended its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2012, originally filed with the Securities and Exchange Commission
on April 1, 2013, to include the information required by Part III
(Items 10, 11, 12, 13 and 14).  Except for Items 10, 11, 12, 13
and 14 of Part III and Item 15 of Part IV, no other information
included in the Original Report is changed by the Amendment.  A
copy of the Amended Form 10-K is available at http://is.gd/4b7Kg6

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

The Company reported a net loss of $5.20 million in 2012, as
compared with a net loss of $4.45 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $27.06 million in total
assets, $33.18 million in total liabilities and a $6.11 million
total stockholders' deficit.

Rothstein Kass, in Roseland, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has had negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations that
raises a substantial doubt about their ability to continue as a
going concern.


GABRIEL TECHNOLOGIES: May 5 Hearing on Chapin Fitzgerald Hiring
---------------------------------------------------------------
A hearing on a request filed by Gabriel Technologies Corporation,
et al., to employ Chapin Fitzgerald LLP as Special Counsel is set
for May 15, 2013, at 10:00 a.m.

Gabriel Technologies Corporation and one subsidiary filed separate
Chapter 11 petitions (Bankr. N.D. Cal. Case No. 13-30340 and
13-30341) on Feb. 14, 2013, in San Francisco, after losing in a
patent dispute with smartphone chips maker Qualcomm Inc.

Gabriel Technologies, through its debtor-subsidiary Trace
Technologies, LLC, holds significant intellectual property assets
directed toward location-based products and services through
global positioning systems.

Gabriel Technologies disclosed $15 million in assets and $15
million in liabilities as of Jan. 31, 2013.

The Debtors tapped the law firm of Meyers Law Group, P.C. as
general bankruptcy counsel.


GABRIEL TECHNOLOGIES: U.S. Trustee Names 3-Member Creditors Panel
-----------------------------------------------------------------
The U.S. Trustee appointed three members to the official committee
of unsecured creditors in the Chapter 11 cases of Gabriel
Technologies Corporation.

The Creditors Committee members are:

1. Gary D. Elliston
   DeHay & Elliston, LLP
   3500 Bank of America Plaza
   901 Main Street
   Dallas, TX 75202
   Tel: (214) 210-2400
   E-mail: gelliston@dehay.com

2. DVQ, LLC
   Thomas P. Lawler, Manager
   800 Highland Ave, Suite 200
   Orlando, FL 32803
   Tel: (407) 367-0920 x 227
   E-mail: tlawler@lsgorlando.com

3. Robert Lamse
   6205 Chapel Hill Blvd, Suite 400
   Plano, TX 75093
   Phone: (972) 378-1796
   E-mail: boblamse@hotmail.com

Gabriel Technologies Corporation and one subsidiary filed separate
Chapter 11 petitions (Bankr. N.D. Cal. Case No. 13-30340 and
13-30341) on Feb. 14, 2013, in San Francisco, after losing in a
patent dispute with smartphone chips maker Qualcomm Inc.

Gabriel Technologies, through its debtor-subsidiary Trace
Technologies, LLC, holds significant intellectual property assets
directed toward location-based products and services through
global positioning systems.

Gabriel Technologies disclosed $15 million in assets and $15
million in liabilities as of Jan. 31, 2013.

The Debtors tapped the law firm of Meyers Law Group, P.C. as
general bankruptcy counsel.


GABRIEL TECHNOLOGIES: Can Hire HHR as Special Litigation Counsel
----------------------------------------------------------------
Gabriel Technologies Corporation, et al., sought and obtained
approval from the U.S. Bankruptcy Court to employ Hughes Hubbard &
Reed LLP as special litigation counsel to the Debtors.  The firm
attests it is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

Gabriel Technologies Corporation and one subsidiary filed separate
Chapter 11 petitions (Bankr. N.D. Cal. Case No. 13-30340 and
13-30341) on Feb. 14, 2013, in San Francisco,, after losing in a
patent dispute with smartphone chips maker Qualcomm Inc.

Gabriel Technologies, through its debtor-subsidiary Trace
Technologies, LLC, holds significant intellectual property assets
directed toward location-based products and services through
global positioning systems.

Gabriel Technologies disclosed $15 million in assets and $15
million in liabilities as of Jan. 31, 2013.

The Debtors tapped the law firm of Meyers Law Group, P.C. as
general bankruptcy counsel.


GABRIEL TECHNOLOGIES: Panel Hires Pachulski Stang as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Gabriel
Technologies Corporation and Trace Technologies LLC ask the U.S.
Bankruptcy Court for permission to employ Pachulski Stang
Ziehl & Jones LLP as counsel.

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

PSZ&J expects to receive a retainer of $20,000.  The firm's rates
are:

  Professional                           Rates
  ------------                           -----
  Maxim B. Litvak                        $750/hr
  Patricia Jeffries                      $295/hr
  Kati Suk                               $235/hr

Gabriel Technologies Corporation and one subsidiary filed separate
Chapter 11 petitions (Bankr. N.D. Cal. Case No. 13-30340 and
13-30341) on Feb. 14, 2013, in San Francisco,, after losing in a
patent dispute with smartphone chips maker Qualcomm Inc.

Gabriel Technologies, through its debtor-subsidiary Trace
Technologies, LLC, holds significant intellectual property assets
directed toward location-based products and services through
global positioning systems.

Gabriel Technologies disclosed $15 million in assets and $15
million in liabilities as of Jan. 31, 2013.

The Debtors tapped the law firm of Meyers Law Group, P.C. as
general bankruptcy counsel.


GASCO ENERGY: Common Stock Delisted From NYSE MKT
-------------------------------------------------
Gasco Energy, Inc., received notice from the NYSE MKT LLC on
March 27, 2013, indicating that the Exchange intended to initiate
delisting proceedings against the Company by filing a delisting
application with the Securities and Exchange Commission pursuant
to Section 1009(d) of the NYSE MKT LLC Company Guide.  In the
notice, the Exchange notified the Company that in accordance with
Sections 1203 and 1009(d) of the Company Guide, the Company had a
limited right to appeal the Exchange's determination by requesting
an oral hearing or a hearing based on a written submission before
the Exchange's Listing Qualifications Panel.

The Company has determined not to proceed with an appeal of the
Exchange's determination to delist the Company's common stock, and
the Company notified the Exchange of its decision on April 23,
2013.  Accordingly, the Exchange is expected to have begun the
process to delist the Company's common stock and trading on the
Exchange of the Company's common stock is expected to be suspended
at the opening of business on April 26, 2013.

The Company expects that its common stock will immediately become
eligible to begin trading on the OTCQB Marketplace on April 26,
2013.  However, the Company can give no assurance that its common
stock will become or continue to be eligible to trade on the OTCQB
Marketplace or on any other securities exchange or quotation
medium.

                        About Gasco Energy

Denver-based Gasco Energy, Inc. -- http://www.gascoenergy.com--
is a natural gas and petroleum exploitation, development and
production company engaged in locating and developing hydrocarbon
resources, primarily in the Rocky Mountain region and in
California's San Joaquin Basin.  Gasco's principal business is the
acquisition of leasehold interests in petroleum and natural gas
rights, either directly or indirectly, and the exploitation and
development of properties subject to these leases.  Gasco focuses
its drilling efforts in the Riverbend Project located in the Uinta
Basin of northeastern Utah, targeting the oil-bearing Green River
Formation and the natural gas-prone Wasatch, Mesaverde, Blackhawk,
Mancos, Dakota and Morrison formations.

In its auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, KPMG LLP, in Denver, Colorado,
expressed substantial doubt about Gasco Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses and negative cash flows
from operations.

The Company reported a net loss of $22.2 million on $8.9 million
of revenues in 2012, compared with a net loss of $7.3 million on
$18.3 million of revenues in 2011.  The Company's balance sheet at
Dec. 31, 2012, showed $53.9 million in total assets, $36.2 million
in total liabilities, and stockholders' equity of $17.7 million.

According to the annual report for the year ended Dec. 31, 2012,
to continue as a going concern, the Company must generate
sufficient operating cash flows, secure additional capital or
otherwise pursue a strategic restructuring, refinancing or other
transaction to provide it with additional liquidity.  "The Company
has engaged a financial advisor to assist it in evaluating such
potential strategic alternatives.  It is possible these strategic
alternatives will require the Company to make a pre-package, pre-
arranged or other type of filing for protection under Chapter 11
of the U.S. Bankruptcy Code."


GENWORTH MORTGAGE: S&P Affirms 'B' Issuer Credit Rating
-------------------------------------------------------
Standard & Poor's Rating Services said that it affirmed its 'B'
long-term insurer financial strength rating and issuer credit
rating on Genworth Mortgage Insurance Corp. (GMICO) and its 'B'
long-term financial strength rating on Genworth Residential
Mortgage Insurance Corp. of North Carolina.  S&P revised the
outlooks on these entities to stable from negative.  S&P also
affirmed the 'BBB-/A-3' counterparty credit rating on Genworth
Holdings Inc. (formerly Genworth Financial Inc.).  The outlook is
negative.  At the same time, S&P assigned identical counterparty
credit ratings to the new parent, Genworth Financial Inc.
following the legal reorganization announced in January and
completed this month.

S&P has also updated its existing preliminary ratings related to
the organization's universal shelf filing to include both new
parent Genworth Financial Inc. and intermediary holding company
Genworth Holdings Inc. in line with the organization's recently
amended S-3 filing.

On Jan. 16, 2013, GMICO entered into a capital plan with Genworth
Financial Inc. to reduce its risk-to-capital (RTC) ratio by
transferring ownership of its European mortgage insurance
subsidiaries with approximately $230 million of capital to GMICO
(completed Jan.31), contributing $100 million in cash (completed
April 1, 2013), and guaranteeing $150 million in dividends from
affiliate securities and deferred tax assets through June 30,
2017.  In addition, as part of the plan Genworth obtained
government-sponsored entity approval for the option to create a
new company to continue writing business in all 50 states if
conditions deteriorate sufficiently.  With these capital
transactions, GMICO anticipates a reduction in its RTC ratio by
10-12 points for the combined entities and 12-15 points for the
flagship writer from 30.4 and 36.9, respectively, as of year-end
2012.  S&P believes this capital injection will allow GMICO to
finance new business while maintaining a risk-to-capital ratio at
or less than 25:1 for its flagship entity as required by the North
Carolina Department of Insurance.

Although the operating results were negative in 2012, S&P has seen
signs of improvement, including the absence of adverse reserve
development in 2012, better notice of default statistics, and
profitable new business written.  In addition, most macroeconomic
variables affecting mortgage insurers are improving and S&P
expects the Federal Housing Authority to continue withdrawing
from the sector, creating more market opportunity for GMICO.
Although the company is still at risk for adverse reserve
development, S&P believes that the risk for GMICO is more muted
than for peers.  In particular, S&P is focused on the quarterly
late-stage bucket cure rate, which decreased to an average of 4%
for 2012 from an average of 5.8% in 2011.

The rating affirmation on Genworth Holdings Inc. (old Genworth
Financial Inc.) and the assignment of identical ratings to
Genworth Financial Inc. (new parent company) reflects the
consolidated organization's good financial performance and
continued progress in executing its strategic plans as well as the
group's legal reorganization as previously announced.  In
addition, Genworth announced the pending sale of its wealth
management business on March 27, 2013.  Although S&P has revised
its rating outlook on GMICO to stable from negative, S&P maintains
a negative outlook for the parent and intermediary holding
companies.  The organization is still susceptible to strategic and
operational execution risk, operating performance among the
operating subsidiaries is highly uneven and susceptible to above-
average variance, and fixed-charge coverage is somewhat less than
average for sustaining a stable outlook at the current rating
level.

For full-year 2012, net income attributable to Genworth Financial
Inc.'s stockholders improved to $323 million from $49 million in
2011.  Total equity attributable to Genworth Financial
stockholders also improved to $16.5 billion from $15.1 billion.
Consolidated financial leverage totaled 29%, while consolidated
fixed-charge coverage was approximately 2.3x, and 2.9x excluding
the U.S. mortgage insurance business.

The stable outlook on GMICO reflects its increased competitive
position following the execution of the capital plan and resulting
reduction in the RTC, allowing GMICO to continue to write new
profitable business as macroeconomic conditions improve.  In 2013,
S&P expects lower losses than in prior years, with an annual
profit in 2014 likely as new notices of delinquencies continue to
decline.  Although they would likely increase again if the economy
enters another downturn and employment figures decline, S&P do not
foresees this in its baseline scenario.  S&P expects GMICO to be
able to meet all of its financial obligations in the coming year.
S&P also expects its risk-to-capital ratio to remain less than 25x
for the foreseeable future, satisfying regulatory capital
requirements to continue writing new business.  S&P could raise
the ratings in the future with greater evidence that these
projections will materialize.

S&P could lower the ratings if GMICO's future results reflect
further reserve strengthening and call the company's reserve
adequacy into question.  Also, S&P could lower the ratings as a
result of operating performance that differs significantly from
its expectations.

S&P expects Genworth Financial to continue to improve earnings in
2013 from 2012.  S&P expects total financial leverage for the year
to be slightly more than 30%, with fixed-charge coverage less than
3x at both the parent and intermediate holding companies.  S&P
expects the organization to maintain approximately two years of
fixed-charge coverage at the holding company.  A revision of the
outlook on the parent and intermediary holding companies to stable
is subject to continued strategic execution success, improving
financial profiles of the primary operating subsidiaries, and
improving coverage of fixed obligations.

A rating upgrade of the holding companies is highly unlikely over
the near to medium term.  A rating upgrade of Genworth Holdings
Inc. depends largely on an upgrade of the core U.S. life companies
that are currently rated 'A-/Stable/--'.  A rating upgrade for
Genworth Financial Inc. depends on improved fundamentals at both
the core U.S. life companies and USMI.  Although the organization
has demonstrated good strategic execution to-date, any material
inability to execute strategically, including completing the sale
of the wealth-management business later in 2013, would warrant
further review.  Moreover, erosion of the financial profiles of
the operating units that result in reduced dividends, cash-flow,
and/or fixed-charge coverage would lead S&P to consider a
downgrade.


GEOKINETICS INC: Prepackaged Reorganization Plan Approved
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Geokinetics Inc. has an approved Chapter 11 plan.
The bankruptcy court in Delaware signed a confirmation order on
April 25, allowing the world's second-largest provider of seismic
data to exit the prepackaged bankruptcy reorganization.

According to the report, holders of $300 million in 9.75 percent
senior secured notes take ownership in exchange for debt, for a
predicted 70 percent recovery.  Before bankruptcy, holders of 85
percent of the notes voted for the plan as did holders of all the
preferred stock.  Holders of $141 million in preferred stock
receive $6 million in cash for a 4 percent recovery, according to
the disclosure statement. Unsecured creditors with as much as
$13.2 million in claims will be paid in full.

                       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.  The Debtors also obtained
approavbl to employ Ernst & Young LLP.

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.


GLOBALSTAR INC: Forbearance with Noteholders Extended to May 6
--------------------------------------------------------------
Globalstar, Inc. on April 29 disclosed that the forbearance
agreement with respect to the Company's 5.75% Convertible Senior
Notes due 2028 has been amended to extend the forbearance period
through 11:59 p.m. (ET) on May 6, 2013 as negotiations with the
forbearing noteholders continue.  In addition, the extension will
allow additional time as the Company seeks to obtain the required
consents from the Company's senior secured lenders with respect to
an exchange transaction.  To the extent this process is not
complete by May 6, 2013, the forbearance agreement may be extended
further by agreement of the parties; however, there is no
assurance any further extension will be provided.

Jay Monroe, Globalstar's Chairman and CEO, said, "We continue to
work with the noteholders to finalize the terms of an exchange
transaction and with the Company's secured lenders to seek their
approvals regarding the proposed exchange.  We have made
significant progress over the past week and look forward to being
able to complete the process in the near-term."

As described in the Company's Current Reports on Form 8-K filed on
April 1, 2013 and April 23, 2013, pursuant to the forbearance
agreement, the forbearing note holders have agreed, during the
forbearance period, not to exercise any rights or remedies under
the Existing Notes on account of the failure by the Company either
to repurchase the Existing Notes upon the April 1, 2013 put date
or to make its regularly scheduled April 1, 2013 interest payment,
including without limitation, taking any action to accelerate the
Existing Notes.  The forbearing note holders have also directed
the trustee not to take any action on account of the Specified
Defaults.

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

                         About Globalstar

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

                           *     *     *

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

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

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

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

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

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

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

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


GLOBUS MARITIME: Reaches Agreement with Commerzbank to Prepay Loan
------------------------------------------------------------------
Globus Maritime Limited on April 29 disclosed that in December
2012, the Company reached an agreement with Credit Suisse and DVB
Bank on certain amendments and waivers to the terms of the Credit
Facility and the DVB Loan agreement, respectively, which were
signed in April and March 2013, respectively.  These agreements
applied to the period commencing on December 28, 2012 (relating to
our credit facility) and December 31, 2012 (relating to the DVB
Loan Agreement), in each case until March 31, 2014.  As of
December 31, 2012, Globus was not in compliance with the security
value ratio requirement of the Kelty Loan Agreement that requires
the market value of the mortgaged vessel and any additional
security provided, including the minimum liquidity maintained with
Commerzbank, to equal or exceed 130% of the aggregate principal
amount of debt outstanding under the Kelty Loan Agreement.

On April 29, 2013 with reference to the Kelty Loan Agreement, the
Company reached an agreement with Commerzbank to prepay $3.0
million together with the next scheduled instalment due on
June 28, 2013 for the Company to be fully compliant with the
provisions of the Loan Agreement.

               Fourth Quarter 2012 and 2011 Results

Total comprehensive loss for the fourth quarter 2012 amounted to
$81.2 million or $8.00 basic loss per share based on 10,166,377
weighted average number of shares.

Revenues for the three month periods ended December 31, 2012 and
2011 were approximately $7.7 million and $10.1 million
respectively.

         Years ended December 31, 2012 and 2011 Results

Total comprehensive loss for the year ended December 31, 2012
amounted to $82.8 million or $8.22 basic loss per share based on
10,142,979 weight average number of shares.

Revenue decreased by $3.4 million, or 10%, to $32.2 million in
2012, compared to $35.6 million in 2011.  Net revenues decreased
by $4.6 million, or 14%, to $27.7 million in 2012, from $32.3
million in 2011.

                  Liquidity and Capital Resources

As of December 31, 2012, the Company's cash and bank balances and
bank deposits were $11.7 million and its outstanding debt was
$105.9 million.

A copy of Globus Maritime's unaudited consolidated operating and
financial results for the fourth quarter and year ended December
31, 2012 is available for free at http://is.gd/QSnJKB

Headquartered in Athens, Greece, Globus Maritime Limited (Globus)
is an integrated dry bulk shipping company.  The Company provides
marine transportation services on a worldwide basis.  It owns,
operates and manages a fleet of dry bulk vessels that transport
iron ore, coal, grain, steel products, cement, alumina and other
dry bulk cargoes internationally. Its operations are managed by
its wholly owned subsidiary, Globus Shipmanagement Corp. ,which
provides in-house commercial and technical management for Globus
vessels.  As of December 31, 2010, its fleet consisted of a total
of five dry bulk vessels, consisting of one Panamax, three
Supramaxes and one Kamsarmax, with a weighted average age of
approximately four years and a total carrying capacity of 319,913
deadweight tonnages.  During the year ended December 31, 2010, it
acquired three vessels motor vessel (m/v) Sky Globe, m/v Star
Globe and m/v Jin Star.


GOLF CLUB OF KANSAS: Files Chapter 11 with Lower Revenue
--------------------------------------------------------
The Golf Club of Kansas LLC in Lenexa, Kansas, filed a petition
for Chapter 11 protection last week in Kansas City.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the club is in Lenexa, Kansas, about 15 miles (25
kilometers) from Kansas City.  The club is near Overland Park and
Shawnee-Mission, Kansas.  The club generated $1.2 million in
revenue in 2012, down from almost $1.9 million in 2011.

The club scheduled assets of $4.9 million against debt totaling
$10.2 million, including $6.8 million in secured debt.  CoreFirst
Bank & Trust is owed $6.3 million on a mortgage.

A case summary and list of creditors for Golf Club was in the
April 30, 2013 edition of the TCR.

The Golf Club of Kansas LLC filed a Chapter 11 petition (Bankr. D.
Kan. Case No. 13-21032) in Kansas City on April 26, 2013.  Erlene
W. Krigel, Esq., at Krigel & Krigel, serves as counsel.


GROVES IN LINCOLN: Court OKs Benchmark-Led Auction on June 12
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, approved the bidding procedures governing the
proposed sale of The Groves in Lincoln, Inc., and The Apartments
at the Groves, Inc.'s senior living facility in Lincoln,
Massachusetts, and related assets.

The deadline for submitting bids for the assets and objections to
the proposed sale is on June 3, 2013.  An auction will be held on
June 12.  A sale hearing will immediately follow the auction.

The Debtors have executed an asset purchase agreement with BSL
Lincoln LLC, an affiliate of Benchmark Assisted Living, LLC, for
the assets for an aggregate purchase price of $30 million in cash,
subject to adjustments, plus an additional payment up to $5 millon
in cash contingent upon the success and timing of the Stalking
Horse Bidder's receipt of approvals to construct an Assisted
Living/Alzheimer's Care facility at the Debtors' site in addition
to the already-existing facility.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
pointed out that at the outset of the bankruptcy, the company said
the sale should result in a 51% recovery on $88.4 million in
Massachusetts Development Finance Agency bonds sold in 2009 to
finance the project.  Together with reserve funds, bondholders are
expected to receive $45.3 million from the sale.

                      About Groves in Lincoln

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

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

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


GROVES IN LINCOLN: Has Final Authority to Use Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, signed off an order giving The Groves in
Lincoln, Inc., and The Apartments at the Groves, Inc., final
authority to use the cash collateral securing their prepetition
indebtedness from Wells Fargo Bank, National Association, as
indenture trustee for issues bonds, and Masonic Health System of
Massachusetts, Inc.

The Cash Collateral will be used to preserve the value of the
Debtors' business.  The Bond Trustee will be granted a valid,
perfected and enforceable replacement lien in and security
interest in all assets of the Debtors existing before the Petition
Date as adequate protection for any diminution in the value of the
Cash Collateral and other Prepetition Bond Collateral.  The Roll-
Over Lien is subject only to a carve-out.

                      About Groves in Lincoln

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

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

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


HALCON RESOURCES: Moody's Lowers CFR to 'B3', Stable Outlook
------------------------------------------------------------
Moody's downgraded Halcon Resources Corporation's Corporate Family
Rating to B3 from B2 and the Probability of Default Rating to B3-
PD from B2-PD. Moody's also downgraded the senior unsecured note
rating to Caa1 (LGD4-64%) from B3. Halcon's liquidity appears
adequate and Moody's affirmed the Speculative Grade Liquidity
rating of SGL-3 reflecting the company's significant reliance on
external sources to fund its capital spending plans. These actions
conclude Halcon's review for downgrade that was initiated in
January 2013.

"The downgrade of Halcon's ratings reflects a much more aggressive
financial profile than was expected," said Stuart Miller, Moody's
Vice President. "The rapid ramp up in spending by a company with
limited scale has resulted in leverage that is off the scale by a
wide margin compared to other B2 and B3 rated E&P companies.
Management's operating track record and the apparent quality of
the non-producing acreage help to offset the very high leverage."

Downgrades:

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

Corporate Family Rating, Downgraded to B3 from B2

Senior Unsecured Regular Bond/Debenture Jul 15, 2020, Downgraded
to Caa1 from B3

Senior Unsecured Regular Bond/Debenture May 15, 2021, Downgraded
to Caa1 from B3

Outlook Actions:

Outlook, Changed To Stable from Rating under Review

Liquidity Rating:

Speculative Grade Liquidity Rating of SGL-3 affirmed

Ratings Rationale:

At year end 2012 and pro-forma for the January 2013 add-on bond
offering, Halcon's debt to average daily production was over
$80,000 per Boe and debt to proved developed reserves was over $40
per Boe. Both metrics are well in excess of the levels reported by
every B2 and B3 exploration and production company in Moody's
rated universe. When Moody's assigned Halcon's initial B2 rating
in June 2012, Moody's expected leverage by mid-2013 to be less
than half its current reported level. Spending has been more
front-ended, far out-pacing reserve and production growth.
Management's more aggressive financial policies, in combination
with the elevated leverage and the execution risk associated with
the company's business plan, are the main reasons for the rating
downgrade to B3.

Halcon's financial profile suggests that an even lower rating
could be considered. However, the track record of value creation
by the management and technical teams, and the quality of the
asset base, help to support the rating at the B3 level. Halcon has
a highly prospective acreage position in some of the best resource
plays in the US and could support a higher rating in the future,
once spending and internally generated cash flow become more
closely aligned.

Halcon has adequate liquidity to finance its negative free cash
flow of roughly $1 billion over the next twelve months. As of
December 2012, and pro-forma for the January 2013 add-on notes
offering, Halcon had approximately $350 million of cash on hand
and $850 million of borrowing base availability under its $1.5
billion credit facility. The credit facility matures in Feb 2017
and has two financial covenants: a minimum interest coverage ratio
of 2.5x and a minimum current ration of 1.0x. Moody's projects
Halcon to have adequate headroom on these two covenants in the
next 12 months. While asset sales are subject to certain
restrictions, proceeds could be used to provide secondary
liquidity to fund cash flow deficits when and if necessary.

The rating outlook is stable. An upgrade would be considered when
debt to average daily production declines below $60,000 per Boe
and debt to proved developed reserves falls below $30 per Boe. A
downgrade is possible if liquidity deteriorates and is considered
weak, or if debt to average daily production is sustained over
$100,000 per Boe.

Halcon Resources Corporation is an independent exploration &
production company based in Houston, Texas.

The principal methodology used in this rating was Independent
Exploration & Production Industry published in December 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.


HAMPTON LAKE: South Carolina Subdivision Owner in Chapter 11
------------------------------------------------------------
Hampton Lake, LLC, operator of the Hampton Lake Subdivision in
Bluffton, South Carolina, filed a Chapter 11 petition (Bankr. D.
S.C. Case No. 13-02482) in Charleston on April 29, 2013.

The Debtor owns 250 lots in the subdivision and owns and operates
other subdivision common property, including a lake house,
boathouse, spa and fitness center, and a 165-acre freshwater lake.
There are approximately 650 homeowners currently living at the
development.

The Debtor on the Petition Date filed motions to grant adequate
assurance of payment to utilities, pay prepetition claims of seven
employees, use cash collateral, and assume sales contracts with
lot purchasers.  The Debtor is seeking an expedited hearing on the
"first day" motions.

The Debtor disclosed $23.4 million in total assets, with the real
estate property valued at $22.8 million.  Liabilities total $48.4
million, which include:

    * $19.4 million owed to Crimson Portfolio, LLC, through its
authorized agent Sabal Financial, which asserts a first priority
mortgage on the real property.

    * $2.29 million owed to Hampton Lake Funding, LLC, which
asserts a second priority mortgage on the property.

    * $26.3 million in unsecured debt, which is primarily
comprised of loans and accrued interest owing to the charter note
holders of the Hampton Lake subdivision.

A copy of the Debtor's schedules is available for free at
http://bankrupt.com/misc/scb13-2482.pdf

                         Sale of Lots

The Debtor is seeking Bankruptcy Court approval to assume
contracts of sale on seven real property lots with various
purchasers.  The gross proceeds from the sale would total
$1.03 million, with commissions of $81,000 and attorneys' fees of
$5,700.

Prior to filing its bankruptcy case, the Debtor attempted to
negotiate with Sabal regarding a carve-out of sales proceeds for
unsecured creditors, however these negotiations remain unresolved.

Prepetition, the Debtor would transfer 100% of the net sales
proceeds, which is calculated as 100% of the proceeds remaining
after payment of all commissions, attorney's fees, and other
closing costs and payment of the Debtor's management and
operational expenses.

From the sales of seven lots, the Debtor proposes to give Sabal
90% of the net sales proceeds, which would be 90% of the proceeds
remaining after payment of all commissions, attorney's fees, and
other closing costs and payment of the Debtor's management and
operational expenses.  From the sales, the Debtor proposes to pay
Sabal approximately $327,184.

The Debtor says that if it is required to wait until a plan is
confirmed before it can sell the seven lots, it may lose the
potential lot sales, and its business and real property would be
worth less.


HAMPTON LAKE: Sec. 341 Meeting of Creditors on May 24
-----------------------------------------------------
There's a meeting of creditors of Hampton Lake, LLC on May 24,
2013 at 11:30 a.m. in Charleston, South Carolina.

The deadline for creditors to file proofs of claim is Aug. 22,
2013.  Governmental entities are required to file proofs of claim
by Oct. 28.  The deadline for objecting to the dischargeability of
claims is July 23.

The May 24 meeting is the first meeting of creditors required
under Section 341(a) of the Bankruptcy Code in all bankruptcy
cases.  All creditors are invited, but not required, to attend.
This meeting of creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
office of the Debtor under oath about the company's financial
affairs and operations that would be of interest to the general
body of creditors.

                       About Hampton Lake

Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C.
Case No. 13-02482) in Charleston, South Carolina on April 29,
2013.  G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr.,
Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor.

The Debtor operates the Hampton Lake Subdivision in Bluffton,
South Carolina.  The Debtor disclosed $23.4 million in total
assets and $48.4 million in liabilities in its schedules.


HAMPTON LAKE: Seeks to Use Crimson's Cash Collateral
----------------------------------------------------
Hampton Lake, LLC, is asking approval from the bankruptcy court in
Charleston, South Carolina, to use cash collateral on which
Crimson Portfolio LLC -- through its authorized agent Sabal
Financial Group LP -- asserts security interests and liens.

Crimson asserts a $19.4 million claim, secured by a perfected
first priority mortgage on the Debtor's property.  Crimson has not
consented to the Debtor's use of cash collateral.

The Debtor said the use of cash collateral is necessary for the
continued operation of its business.  The Debtor needs to pay
operational expenses, such as payroll, utilities, and insurance.
The Debtor intends to use cash in accordance with a budget.

As adequate protection, the Debtor will provide Crimson with
replacement liens on postpetition cash collateral to the same
extent and priority as its prepetition liens, for the extent of
any postpetition diminution in the prepetition cash collateral as
well as replacement liens on all other property that may be
acquired postpetition by the Debtor with such replacement liens
having the same extent and priority as Crimson's prepetition liens
on such property.

                       About Hampton Lake

Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C.
Case No. 13-02482) in Charleston, South Carolina on April 29,
2013.  G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr.,
Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor.

The Debtor operates the Hampton Lake Subdivision in Bluffton,
South Carolina.  The Debtor disclosed $23.4 million in total
assets and $48.4 million in liabilities in its schedules.


HARVEST NATURAL: Cohen Milsten Probes Financial Statements
----------------------------------------------------------
Cohen Milstein Sellers & Toll PLLC announced it is conducting an
investigation to determine whether Harvest Natural Resources, Inc.
and certain of its officers and directors made false and
misleading statements and/or omissions in violation of Sections
10(b) and 20(a) of the Securities Exchange Act of 1934.

Several class action lawsuits were filed in the U.S. District
Court for the Southern District of Texas by other law firms on
behalf of purchasers of the common stock of Harvest Natural
Resources, Inc. between May 7, 2010 and March 19, 2013, inclusive.

The complaint alleges that Harvest and certain of its officers and
directors misrepresented and/or failed to disclose that: (1)
Harvest incorrectly capitalized certain lease maintenance costs
and certain internal selling, general and administrative costs;
(2) Harvest improperly presented certain cash flow items and
caused certain long-lived assets to be impaired; (3) Harvest would
be unable to sell its interests in Venezuela; (4) Harvest lacked
adequate internal and financial controls; and (5) as a result of
the foregoing, the Company's statements were materially false and
misleading at all relevant times.

On March 19, 2013, the Company disclosed that there were certain
errors in its financial statements related to the capitalization
of certain lease maintenance costs and certain internal selling,
general and administrative costs.  It also reported that there was
a material weakness in its internal controls over the accuracy and
presentation of its accounting for certain long-lived assets and
that it would "revise and possibly restate its financial
statements for certain periods in 2010, 2011 and 2012."  The price
of Harvest shares fell from $5.49 to $3.70 on March 19.

On April 4, 2013, Harvest issued a press release in which it
reported the following concerning the accounting issues and
planned restatement:

The Company intends to file amendments to its quarterly reports on
Form 10-Q/A for each fiscal quarter ended March 31, 2012, June 30,
2012 and September 30, 2012, which will also include amendments to
the quarters ended March 31, 2011, June 30, 2011, and September
30, 2011.  The Company intends to restate its financial statements
for the Restated Periods in the 2012 Form 10-K which the Company
currently expects to file with the Securities and Exchange
Commission as soon as reasonably practicable to correct the
accounting treatment for the items discussed above.

Harvest also disclosed that its audit report would express
"substantial doubt" about the company's ability to continue as a
going concern.

On April 10, 2013, the Company reported that it had received a
delisting notice from the NYSE due to its failure to timely file
its 2012 Form 10-K.

Cohen Milstein encourages all investors who purchased Harvest
common stock between May 7, 2010 and March 19, 2013 or former
employees with information concerning this matter to contact the
firm.

There's a May 21 deadline for requests to be appointed as lead
plaintiff.  A lead plaintiff is a representative party acting on
behalf of other class members in directing the litigation.

Cohen Milstein may be reached at:

          Steven J. Toll, Esq.
          Asha Williams
          Cohen Milstein Sellers & Toll PLLC
          1100 New York Avenue, N.W. West Tower, Suite 500
          Washington, DC 20005
          Telephone: (888) 240-0775 or (202) 408-4600
          E-mail: stoll@cohenmilstein.com
                  awilliams@cohenmilstein.com

Headquartered in Houston, Texas, Harvest Natural Resources, Inc.
(NYSE: HNR) -- http://www.harvestnr.com/-- is an independent
energy company engaged in the acquisition, exploration,
development, production and disposition of oil and natural gas
properties.  The company has acquired and developed significant
interests in the Venezuela, Russia and has also undeveloped
acreage offshore of China.  The company's only producing assets
are in Venezuela.  Its subsidiary, Harvest Vinccler S.C.A. has
been providing operating services to Petroleos de Venezuela SA
(PDVSA).


HERCULES OFFSHORE: Posts $35.2-Mil. Net Income in First Quarter
---------------------------------------------------------------
Hercules Offshore, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $35.16 million on $205.32 million of revenue for the
three months ended March 31, 2013, as compared with a net loss of
$38.34 million on $143.31 million of revenue for the same period a
year ago.

The Company's balance sheet at March 31, 2013, showed $2 billion
in total assets, $1.08 billion in total liabilities and $919.58
million in stockholders' equity.

John T. Rynd, chief executive officer and president of Hercules
Offshore stated, "Market conditions in the U.S. Gulf of Mexico
remain strong, as dayrates continue to trend higher and contract
backlog stays near record levels.  Our first rig reactivation, the
Hercules 209, is nearing completion, and we are assessing market
demand for a second reactivation.  Internationally, we continue to
add scale and upgrade our global fleet.  We recently commenced
operations on the Hercules 266 under its long term contract, and
closed on the acquisitions of the Hercules 267 (formerly Ben Avon)
and the White Shark (formerly Titan 2).  These acquisitions
demonstrate our ability to successfully deploy capital toward high
return opportunities, while de-risking the investments with assets
that have strong long term demand prospects and through long term
contracts.  We continue to look for acquisition opportunities to
enhance our international footprint and high-grade our asset
base."

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

                        http://is.gd/krZ4Zb

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

Hercules incurred a net loss of $127 million in 2012, a net loss
of $76.12 million in 2011, and a net loss of $134.59 million in
2010.

                           *     *     *

The Troubled Company Reporter said on April 11, 2013, that
Moody's Investors Service upgraded Hercules Offshore, Inc.'s
Corporate Family Rating to B2 from B3.  Hercules' B2 CFR is
supported by its improved cash flow and lower leverage on the back
of increased drilling activity and higher day-rates in the Gulf of
Mexico (GOM)

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.  "The upgrade reflects
the improving market conditions in the Gulf of Mexico and our
expectations that Hercules' fleet will continue to benefit," said
Standard & Poor's credit analyst Stephen Scovotti.


HERCULES OFFSHORE: Fleet Status Report as of April 24
-----------------------------------------------------
Hercules Offshore, Inc., posted on its Web site at
http://www.herculesoffshore.com/a report entitled "Hercules
Offshore Fleet Status Report".  The Fleet Status Report includes
the Hercules Offshore Rig Fleet Status (as of April 24, 2013),
which contains information for each of the Company's drilling
rigs, including contract dayrate and duration.  The Fleet Status
Report also includes the Hercules Offshore Liftboat Fleet Status
Report, which contains information by liftboat class for March
2013, including revenue per day and operating days.  The Fleet
Status Report is available for free at http://is.gd/51jHBo

                       About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

Hercules incurred a net loss of $127 million in 2012, a net loss
of $76.12 million in 2011, and a net loss of $134.59 million in
2010.  The Company's balance sheet at Dec. 31, 2012, showed $2.01
billion in total assets, $1.13 billion in total liabiities, and
$882.76 million in stockholders' equity.

                           *     *     *

As reported by the TCR on April 11, 2013, Moody's Investors
Service upgraded Hercules Offshore, Inc.'s Corporate Family Rating
to B2 from B3.  Hercules' B2 CFR is supported by its improved cash
flow and lower leverage on the back of increased drilling activity
and higher day-rates in the Gulf of Mexico (GOM).

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.  "The upgrade reflects
the improving market conditions in the Gulf of Mexico and our
expectations that Hercules' fleet will continue to benefit," said
Standard & Poor's credit analyst Stephen Scovotti.


HMX ACQUISITION: Wins Confirmation of Liquidating Plan
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that HMX Acquisition Corp. received a confirmation order
signed by the bankruptcy judge approving a liquidating Chapter 11
plan.

According to the disclosure statement explaining the plan,
unsecured creditors in two classes with about $42 million in
claims stand to recover as much as 5 percent.  The creditors'
committee supported plan approval.  There was only one objection
to the plan, which was resolved before confirmation.

                       About HMX Acquisition

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct. 19, 2012.  Two days later, affiliates HMX,
LLC, Quartet Real Estate, LLC, and HMX, DTC Co. filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos.
12-14327 to 12-14329).  Judge Allan L. Gropper presides over the
cases.

Based in New York, the Debtors are leading American designers,
manufacturers, licensors, and licensees of men's and women's
business and leisure apparel.  The Debtors are the largest
manufacturer and marketer of U.S.-made men's tailored clothing,
with an attractive portfolio of owned and licensed brands sold
primarily through upscale department stores, specialty stores, and
boutiques.  As of Oct. 12, 2012, the Debtors had consolidated
assets of $153.6 million and total liabilities of $119.5 million.

Jared D. Zajac, Esq., at Proskauer Rose LLP, in New York; and Mark
K. Thomas, Esq., and Peter J. Young, Esq., in Proskauer Rose LLP,
in Chicago, represent the Debtors as counsel.  The Debtors'
investment banker is William Blair & Company, L.L.C.  CDG Group,
LLC, is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC is the Debtors' claims agent.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors.

Leonard, Street and Deinard Professional Association, in
Minneapolis, Minnesota, represents the Committee as lead counsel.
ASK LLP, in New York, represents the Committee as local counsel.

On Dec. 20, 2012, the Bankruptcy Court approved the sale of
substantially all of the Debtors' assets to Authentic Brands
Group LLC.  The sale closed the following day.  As of that date,
the Debtors ceased all operations and terminated all of their
remaining employees.  The remaining assets of the Debtors' estates
are comprised of (1) the remaining proceeds from the sale in the
amount of $10.4 million, after the pay down of the DIP Facility,
indebtedness owed to the Prepetition Lender, and certain other
parties in accordance with the Sale Order, and (2) causes of
action.


HOSTESS BRANDS: Bakers Union Invokes Labor Law
----------------------------------------------
Rachel Feintzeig at Daily Bankruptcy Review reports that the union
whose nationwide strike sparked Hostess Brands Inc.'s decision to
liquidate in bankruptcy said its workers are "inextricably linked"
to the future of snacks such as Twinkies and Ho Hos and hinted
that the law is on its side when it comes to hiring practices.

David Durkee, the president of the Bakery, Confectionery, Tobacco
Workers & Grain Millers International Union, said his workers are
"eager and willing" to return to the four plants that Apollo
Global Management LLC and Metropoulos & Co .---the private-equity
firms that bought most of Hostess's cake business---are
relaunching over the next eight to 10 weeks, according to Daily
Bankruptcy Review.

                      About Hostess Brands

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

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

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

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

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

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

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

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

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


HUSTAD INVESTMENT: Court OKs Hiring of Attorneys, Accountant
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota last month
entered orders authorizing Hustad Investment Corporation, et al.,
to employ:

   * Anderson ZurMuehlen & Co., P.C., as accountant.

   * Ravich Meyer Kirkman McGrath Nauman & Tansey as counsel.

   * Law Offices of Jay F. Cook, P.A., as special counsel.

The accounting firm of Anderson ZurMuehlen will represent the
Debtors in connection with tax and accounting matters.  The firm's
hourly billing rates for its services range from $150 to $270 per
hour.  The Court approved the amended application to hire
Anderson.

Ravich will represent the Debtors in connection with all matters
relating to their chapter 11 cases at these rates:

                               Hourly Rate
                               -----------
        Michael L. Meyer           $475
        Michael F. McGrath         $400
        Will Tansey                $320
        Michael Howard             $275

Jay F. Cook will represent the Debtor in connection with real
estate matters.  The firm's Jay Cook will charge the Debtor at a
rate of $375 per hour.

                     About Hustad Investment

Hustad Investment Corp., Hustad Investments LP, and Hustad Real
Estate Company sought Chapter 11 protection (Bankr. D. Minn. Lead
Case No. 13-40789) in Minneapolis on Feb. 20, 2013.

The Debtors are engaged in the business of real estate investment.
The Debtors own, among others, a commercial development consisting
of 8 acres in Eden Prairie, Minnesota, called Bluff Country
Village, and a mixed-use development consisting of 110+/- acres in
Maple Grove, Minnesota.

The majority of Bluff Country Village is owned by HIC, but some of
that property is owned by HRE.  The Maple Grove Property is owned
by HILP.

Both Bluff Country Village and the Maple Grove Property are
subject to a first mortgage in favor of BMO Harris Bank, N.A.
securing a debt of approximately $12.4 million.  The Chapter 11
cases were filed on the eve of a sheriff's sale scheduled by BMO
in connection with foreclosure of its mortgage.

HILP estimated less than $50 million in assets and liabilities.
HRE estimated less than $10 million in assets and less than $50
million in liabilities.  HIC disclosed $12,941,736 in assets and
$15,022,204 in liabilities as of the Chapter 11 filing.

The Debtors are represented by Michael L. Meyer, Esq., at Ravich
Meyer Kirkman McGrath Nauman, in Minneapolis.


HUSTAD INVESTMENT: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Hustad Investment Corporation filed with the U.S. Bankruptcy Court
District of Minnesota its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $4,045,984
  B. Personal Property            $8,895,752
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $13,560,249
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $47,560
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,414,395
                                 -----------      -----------
        TOTAL                    $12,941,736      $15,022,204

A copy of the schedules is available for free at
http://bankrupt.com/misc/HUSTAD_INVESTMENT_sal.pdf

                     About Hustad Investment

Hustad Investment Corp., Hustad Investments LP, and Hustad Real
Estate Company sought Chapter 11 protection (Bankr. D. Minn. Lead
Case No. 13-40789) in Minneapolis on Feb. 20, 2013.

The Debtors are engaged in the business of real estate investment.
The Debtors own, among others, a commercial development consisting
of 8 acres in Eden Prairie, Minnesota, called Bluff Country
Village, and a mixed-use development consisting of 110+/- acres in
Maple Grove, Minnesota.

The majority of Bluff Country Village is owned by HIC, but some of
that property is owned by HRE.  The Maple Grove Property is owned
by HILP.

Both Bluff Country Village and the Maple Grove Property are
subject to a first mortgage in favor of BMO Harris Bank, N.A.
securing a debt of approximately $12.4 million.  The Chapter 11
cases were filed on the eve of a sheriff's sale scheduled by BMO
in connection with foreclosure of its mortgage.

HILP estimated less than $50 million in assets and liabilities.
HRE estimated less than $10 million in assets and less than $50
million in liabilities.  HIC disclosed $12,941,736 in assets and
$15,022,204 in liabilities as of the Chapter 11 filing.

The Debtors are represented by Michael L. Meyer, Esq., at Ravich
Meyer Kirkman McGrath Nauman, in Minneapolis.


HUSTAD INVESTMENT: Wants to Incur $37,000 Unsecured Loan from Trek
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota will
convene a hearing on May 8, 2013, at 9 a.m., to consider Hustad
Investment Corporation, et al.'s request to obtain postpetition
financing amounting to $37,000.  Objections, if any, are due
May 3.

The Debtors related that the unsecured loan from Trek Development,
Inc. is allowable under Section 503(b)(1) as an administrative
expense.

The Debtors informed the Court that it does not have sufficient
cash resources to pay administrative expenses incurred in the
ordinary course of business.  The Debtors expect to close the
first sale of property of the estate by the end of May 2013.

The Debtor expects to repay the loan from proceeds of the sale of
property of the estate.

Trek, according to the Debtors, is owned by Elisabeth Hustad, the
president of HRE and HIC.

                     About Hustad Investment

Hustad Investment Corp., Hustad Investments LP, and Hustad Real
Estate Company sought Chapter 11 protection (Bankr. D. Minn. Lead
Case No. 13-40789) in Minneapolis on Feb. 20, 2013.

The Debtors are engaged in the business of real estate investment.
The Debtors own, among others, a commercial development consisting
of 8 acres in Eden Prairie, Minnesota, called Bluff Country
Village, and a mixed-use development consisting of 110+/- acres in
Maple Grove, Minnesota.

The majority of Bluff Country Village is owned by HIC, but some of
that property is owned by HRE.  The Maple Grove Property is owned
by HILP.

Both Bluff Country Village and the Maple Grove Property are
subject to a first mortgage in favor of BMO Harris Bank, N.A.
securing a debt of approximately $12.4 million.  The Chapter 11
cases were filed on the eve of a sheriff's sale scheduled by BMO
in connection with foreclosure of its mortgage.

HILP estimated less than $50 million in assets and liabilities.
HRE estimated less than $10 million in assets and less than $50
million in liabilities.  HIC disclosed $12,941,736 in assets and
$15,022,204 in liabilities as of the Chapter 11 filing.

The Debtors are represented by Michael L. Meyer, Esq., at Ravich
Meyer Kirkman McGrath Nauman, in Minneapolis.


INFOGROUP INC: Downgraded to B- Corporate by S&P
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Infogroup Inc., a database provider for direct
marketers, received a downgrade Monday from Standard & Poor's to
B-, one grade below the reduction issued in February by Moody's
Investors Service.

S&P based the downgrade on competition and "highly cyclical direct
marketing spending." S&P views liquidity as "less than adequate."

Revenue for the Papillion, Nebraska-based company declined 7.5
percent during the last quarter of 2012, S&P said.

Infogroup was acquired in April 2010 by private-equity investor
CCMP Capital Advisors LLC.


INNOVATIVE COMMS: Prosser & Cambell Fails to Dismiss Suit
---------------------------------------------------------
Bankruptcy Judge Mary F. Walrath denied the request of Prosser &
Cambell P.C. to dismiss the complaint filed by Stan Springel, the
chapter 11 trustee of the bankruptcy estate of Innovative
Communication Corporation.  On July 17, 2009, the Trustee
commenced the adversary proceeding by filing a complaint against
the Defendant to recover alleged pre-petition fraudulent
transfers, preferential transfers, and unauthorized postpetition
transfers, under sections 544, 547, 548, and 549 of the Bankruptcy
Code.  The Defendant is a Nebraska professional corporation that
provides accounting services.

The case is, STAN SPRINGEL, TRUSTEE Plaintiff, v. PROSSER &
CAMBELL, P.C. Defendant, Adv. Proc. No. 09-3009 (D. Virgin
Islands). A copy of the Court's April 29, 2013 Memorandum Opinion
is available at http://is.gd/KOFFV9from Leagle.com.

            About Prosser & Innovative Communication

Headquartered in St. Thomas, Virgin Islands, Innovative
Communication Company, LLC -- http://www.iccvi.com/-- and
Emerging Communications, Inc., are diversified telecommunications
and media companies operating mainly in the U.S. Virgin Islands.
Jeffrey J. Prosser owns Emerging Communications and Innovative
Communications.  Innovative and Emerging filed for Chapter 11
protection (D.V.I. Case Nos. 06-30007 and 06-30008) on July 31,
2006.  When the Debtors filed for protection from their creditors,
they estimated assets and debts of more than $100 million.

Mr. Prosser and his wife, Dawn Prosser, each claimed an interest
in wines, eventually valued at over $2 million, located at a
number of locations including 252 El Bravo Way, Palm Beach,
Florida; the Shoys Estate, St. Croix, Plots 4, 4A, 5, 10A, and
10AA, Christiansted, St. Croix, U.S. Virgin Islands; 89 Victor
Herbert Road, Lake Placid, New York; Park Avenue Liquor Shop, 292
Madison Avenue, New York; Zachy's Wine and Liquor, Inc.; and a
storage facility called The Store Room.

Mr. Prosser filed for personal chapter 11 protection (D. V.I. Case
No. 06-10006) on July 31, 2006.  According to The (Virgin Islands)
Source, he was fired in October 2007 for failing to make payments
into the company pension funds.  The case was later converted to
Chapter 7 liquidation.  James P. Carroll was named Chapter 7
Trustee.

Greenlight Capital Qualified, L.P., Greenlight Capital, L.P., and
Greenlight Capital Offshore, Ltd. -- which held an $18,780,614
claim against Mr. Prosser -- had filed an involuntary chapter 11
against Innovative Communication, Emerging Communications, and Mr.
Prosser on Feb. 10, 2006 (Bankr. D. Del. Case Nos. 06-10133,
06-10134, and 06-10135).  Mr. Prosser argued that the Greenlight
entities, the former shareholders of Innovative Communications,
and Rural Telephone Finance Cooperative, Mr. Prosser's lender,
conspired to take down his companies into bankruptcy and collect
millions in claims.

The U.S. District Court of the Virgin Islands, Bankruptcy
Division, approved the U.S. Trustee for Region 21's appointment of
Stan Springel of Alvarez & Marsal as Chapter 11 Trustee of
Innovative and Emerging Communications.


INSPIREMD INC: Hikes Annual Salary of CFO to $175,000
-----------------------------------------------------
InspireMD, Inc., modified the compensation packages of Craig
Shore, its chief financial officer, and Eli Bar, the senior vice
president of research and development and chief technical officer
of InspireMD Ltd., the Company's wholly-owned subsidiary, in order
to:

    (i) increase the base salaries of each of Mr. Shore and Mr.
        Bar to $175,000 per annum;

   (ii) provide that each of Mr. Shore and Mr. Bar will be
        eligible to receive an annual bonus equal to up to
        30 percent of his base salary, at the sole discretion of
        the compensation committee of the Company, in consultation
        with the Company's chief executive officer; and

  (iii) provide termination benefits upon either of Messrs. Bar's
        or Shore's termination of service as a result of death,
        disability, resignation for "good reason" or termination
        by the Company without "cause".

In connection with these modifications, the Company has amended
each of Mr. Shore's and Mr. Bar's outstanding options to provide
that, upon a termination of service as a result of death,
disability, resignation by either Mr. Shore or Mr. Bar for "good
reason", or by the Company without "cause," (i) 50 percent of the
remaining unvested portion of the Prior Equity Awards will vest,
and (ii) the holder has a period equal to the lesser of (A) two
years from the date of termination of service, or (B) the period
remaining until the original expiration date of that Prior Equity
Award, to exercise the Prior Equity Award.

The Company intends to enter into new employment agreements with
each of Mr. Shore and Mr. Bar memorializing these new compensation
terms.

On April 24, 2013, the Company and Mr. Alan Milinazzo amended each
of Mr. Milinazzo's (i) Employment Agreement, dated Jan. 3, 2013,
and (ii) Restricted Stock Award Agreement, dated Jan. 3, 2013, in
order to change the vesting of the restricted stock awarded to Mr.
Milinazzo thereunder from monthly vesting to annual vesting.

On April 25, 2013, in recognition of the significant contributions
to the Company by Mr. Milinazzo since his joining the Company in
January 2013, the Company granted to Mr. Milinazzo (i) options to
purchase 297,447 shares of common stock of Common Stock, with an
exercise price of $2.05 per share and (ii) 179,866 restricted
shares of Common Stock.  The April Option Grant vests in three
equal annual installments, with 1/3 vesting and becoming
exercisable on each of April 25, 2014, April 25, 2015, and
April 25, 2016, subject to Mr. Milinazzo's "continued service"
with the Company.  The April RS Grant is subject to forfeiture
until vested.  This award vests in three equal annual
installments, with 1/3 vesting on each of April 25, 2014,
April 25, 2015 and April 25, 2016, subject to Mr. Milinazzo's
"continued service" with the Company.

                          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: Sol Barer Held 6.9% Stake as of April 16
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Sol J. Barer disclosed that, as of April 16,
2013, he beneficially owned 2,334,896 shares of common stock of
InspireMD, Inc., representing 6.9% of the shares outstanding.  A
copy of the regulatory filing is available at http://is.gd/UtK268

                          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."


INTELLICELL BIOSCIENCES: John Pavia Quits as Director
-----------------------------------------------------
John Pavia resigned as a director of Intellicell Biosciences,
Inc., effective April 12, 2013.  There was no disagreement or
dispute between Mr. Pavia and the Company which led to his
resignation.

                    In Default Under Corcon Lease

On April 5, 2013, a company owned by Dr. Steven Victor, the
Company's chief executive officer, who is the primary tenant on
the lease for the Company's offices located at 460 Park Avenue,
17th Floor, New York, New York 10022, received a notice from the
owner and landlord of the Property that it is in default under the
terms of the lease since it has failed to cause the discharge of
the mechanic's liens filed by JKT Construction Inc. d/b/a/ Corcon
on the Property.  As previously disclosed, the Company and Dr.
Victor were served with notice that on Feb. 27, 2013, Corcon filed
a complaint against, among other parties, Tenant, the Company and
Dr. Victor, in the Supreme Court of the State of New York, Case
No. 151778/2013, alleging, among other things, breach of contract,
unjust enrichment, quantum meruit and foreclosure on a mechanics
lien related to work performed in the build out of the Property.
Corcon is seeking, among other things, that their claims be
determined to be a valid lien against the Property and that they
be able to foreclose on and sell the Property, a judgment for any
deficiency against, among other parties, the Company and Dr.
Victor and an amount of compensatory damages not less than
$442,334, plus interest, costs, attorneys' fees and expenses.

Pursuant to the terms of the Notice, if the Tenant failed to
discharge all of the mechanics liens by April 9, 2013, the
Landlord may give to Tenant a written five days' notice of
termination of the lease for the Property.  As of April 24, 2013,
the Company has not received a notice of termination of the lease
from the Landlord.  The Tenant has been in continuous discussions
with the Landlord and is currently continuing to work on making
further arrangements to honor the remaining obligations under the
lease.  There can be no assurance that any such arrangements will
ever materialize or be permissible or sufficient to cover any or
all of the obligations under the lease or that the Landlord will
not exercise its rights under the lease or termination notice,
including but not limited to, terminating the lease.

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company has incurred losses since inception resulting in an
accumulated deficit of $43,079,590 and a working capital deficit
of $3,811,024 as of March 31, 2012, respectively.  However, if the
non-cash expense related to the Company's change in fair value of
derivative liability and stock based compensation is excluded then
the accumulated deficit amounted to $4,121,538.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$4.15 million in total assets, $7.31 million in total liabilities
and a $3.16 million total stockholders' deficit.


INTERSTATE BANKERS: A.M. Best Cuts Finc'l. Strength Rating to 'B'
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and issuer credit rating to "bb" from "bbb-"
of Interstate Bankers Casualty Company (Interstate Bankers)
(Chicago, IL). The outlook for both ratings is negative.

The rating actions reflect the continuing deterioration in
Interstate Bankers' operating results, which resulted in a
significant decline in capitalization in 2012, as shown by a
nearly 30% drop in surplus levels during the past year.

The company's poor operating performance was driven by
underwriting losses, as it strengthened reserves in its auto
liability book of business. This follows rapid premium growth in
this segment in 2008 and 2009, which is a line of coverage that
Interstate Bankers began writing in late 2007. The company's
recent decline in capitalization has further resulted in highly
elevated premium and underwriting leverage ratios. Consequently,
Interstate Bankers' risk-adjusted capitalization has deteriorated.
However, the company has recently begun taking actions to improve
its underwriting performance including taking indicated rate
increases and increasing reserves.

Going forward, the negative outlook reflects the possibility of
future rating downgrades should there be continued deterioration
in Interstate Bankers' operating results, underwriting leverage
and risk-adjusted capitalization. Also, while near-to-medium term
improvements in the company's current rating level are not likely,
sustained improvement in its risk-adjusted capitalization and
operating results may result in A.M. Best re-evaluating the
current outlook.


IOWORLDMEDIA INC: Z. McAdoo Held 15.4% Stake as of April 19
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Zachary McAdoo and his affiliates disclosed
that, as of April 19, 2013, they beneficially owned 35,045,950
shares of common stock of ioWorldMedia, Incorporated, representing
15.4% of the shares outstanding.  Mr. McAdoo previously reported
beneficial ownership of 29,045,950 common shares or a 12.8% equity
stake as of Dec. 31, 2012.  A copy of the amended filing is
available for free at http://is.gd/4QT206

                        About ioWorldMedia

Tampa, Fla.-based ioWorldMedia, Incorporated, operates three
primary internet media subsidiaries: Radioio, ioBusinessMusic, and
RadioioLive.

ioWorldMedia disclosed a net loss of $746,619 in 2012, as compared
with a net loss of $954,652 in 2011.  The Company's balance sheet
at Dec. 31, 2012, showed $1.88 million in total assets, $1.58
million in total liabilities, $5.77 million in preferred stock,
and a $5.47 million total stockholders' deficit.

Patrick Rodgers, CPA, PA, in Altamonte Springs, FL, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the company has a minimum cash balance
available for payment of ongoing expenses, a negative working
capital balance, has incurred losses and negative cash flow from
operations for the past two years, and it does not have a source
of revenue sufficient to cover its operating costs.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern.


ISC8 INC: Issues 9.4 Million Shares of Common Stock
---------------------------------------------------
ISC8 Inc. issued an aggregate of 9,463,608 shares of the Company's
common stock to 25 accredited investors pursuant to the Company's
election, according to the terms and conditions of those certain
12% Subordinated Secured Convertible Notes issued by the Company
to those investors on various dates between Dec. 23, 2010, and
July 19, 2011.  These shares were issued in lieu of cash in order
to pay the interest accrued on the Notes for the fiscal quarters
ended Dec. 31, 2012, and March 31, 2013, respectively.  In
addition, on or about Jan. 31, 2013, the Company issued an
aggregate of 1,111,112 shares of Common Stock to two accredited
investors as payment in full of obligations due from the Company
for contract performance.

The issuances of Common Stock described in this Current Report on
Form 8-K have been determined to be exempt from registration under
the Securities Act of 1933, as amended, in reliance on Section
4(2) of the Securities Act as transactions by an issuer not
involving a public offering.  When the Notes were issued, those
transactions were determined to be exempt from registration under
the Securities Act, in reliance on Section 4(2) of the Securities
Act and Rule 506 of Regulation D promulgated thereunder as
transactions by an issuer not involving a public offering.  These
determinations were based in part on the respective
representations by the investors that they were accredited
investors, as that term is defined in Regulation D, and that they
were acquiring the securities for investment purposes only and not
with a view to any distribution or for sale in connection with any
distribution.

                          About ISC8 Inc.

Costa Mesa, California-based ISC8 Inc. is engaged in the design,
development, manufacture and sale of a family of security
products, consisting of cyber security solutions for commercial
and U.S. government applications, secure memory products, some of
which utilize technologies that the Company has pioneered for
three-dimensional ("3-D") stacking of semiconductors, systems in a
package ("Systems in a Package" or "SIP"), and anti-tamper
systems.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, expressed substantial doubt about ISC8 Inc.'s
ability to continue as a going concern.  The independent auditors
noted that as of Sept. 30, 2012. the Company has negative working
capital of $10.1 million and a stockholders? deficit of
$35.4 million.

The Company reported a net loss of $19.7 million on $4.2 million
of revenues in fiscal 2012, compared with a net loss of
$15.8 million on $5.2 million of revenues in fiscal 2011.

The Company's balance sheet at Sept. 30, 2012, showed $6.1 million
in total assets, $41.5 million in total liabilities, and a
stockholders' deficit of $35.4 million.


ISTAR FINANCIAL: Completes Sale of 24% Stake in LNR
---------------------------------------------------
iStar Financial Inc. has completed the sale of its 24% equity
interest in LNR Property LLC and received $220 million in net
proceeds.  The sale was part of a larger transaction whereby the
Company and LNR's other co-owners sold 100% of LNR to Starwood
Property Trust Inc. and investment firm Starwood Capital Group for
an aggregate purchase price of $1.05 billion.

The Company said that it intends to utilize the net proceeds from
the sale of LNR to grow its investment originations activity.

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

iStar Financial incurred a net loss of $241.43 million in 2012,
and a net loss of $25.69 million in 2011.  The Company's balance
sheet at Dec. 31, 2012, showed $6.15 billion in total assets,
$4.82 billion in total liabilities, $13.68 million in redeemable
noncontrolling interests, and $1.31 billion in total equity.

                           *     *     *

In March 2012, Fitch affirmed the company's 'B-' issuer default
rating.  The IDR affirmation is based on a manageable debt
maturity profile of the company, pro forma for the recently-
consummated secured financing that extends certain of the
company's debt maturities, relieving the overhang of significant
unsecured debt maturities in 2012 and 2013.  While this 2012
financing does not reduce the amount of total debt outstanding,
the company's debt maturity profile is more manageable over the
next two years, with only 48% of debt maturing pro forma, down
from 61%.  Given the mild improvement in commercial real estate
fundamentals and value stabilization, the company's loan and real
estate owned portfolio performance will likely improve going
forward, which should increase the company's ability to repay
upcoming indebtedness.

As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial Inc.

In October 2012, Moody's Investors Service upgraded the corporate
family rating to B2 from B3.  The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate.  The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.


J.C. PENNEY: Plans to Sell Combination of Securities
----------------------------------------------------
J. C. Penney Company, Inc., and wholly owned subsidiary J. C.
Penney Corporation, Inc. may offer from time to time to sell, in
one or more series, any combination of common stock preferred
stock depositary shares, debt securities, guarantees of debt
securities of J.C. Penney Corporation, Inc., warrants, stock
purchase warrants, stock purchase units, guarantees of debt
securities of J.C. Penney Company.

J.C. Penney's common stock trades on the New York Stock Exchange
under the symbol "JCP."  On April 22, 2013, the last reported sale
price of the shares of the Company's common stock on the NYSE was
$15.54.  A copy of the Form S-3 prospectus is available at
http://is.gd/sTWeHF

                          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.C. PENNEY: Soros Fund Held 7.9% Equity Stake as of April 15
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Soros Fund Management LLC and its affiliates disclosed
that, as of April 15, 2013, they beneficially owned 17,386,361
shares of common stock of J.C. Penney Company, Inc., representing
7.91% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/8WKhah

                        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.


JACKSONVILLE BANCORP: Has New Chairman of the Board
---------------------------------------------------
Jacksonville Bancorp, Inc., said that Donald F. Glisson, Jr., was
named as Chairman of the Board of Bancorp effective April 23,
2013.  Mr. Glisson has been a director of Bancorp and its
subsidiary, The Jacksonville Bank, since November 2010, when
Bancorp acquired by merger Atlantic BancGroup, Inc., and its
banking subsidiary, Oceanside Bank.  Mr. Glisson had served as
Chairman of the Board of Atlantic BancGroup, Inc., and Oceanside
Bank from 1996 through the merger.

Mr. Glisson is the chairman and chief executive officer of Triad
Financial Services Inc., a consumer finance company based in
Jacksonville, with five other offices across the country.  Triad
is the second largest originator of manufactured housing loans in
the U.S.

Mr. Glisson is very active in a host of civic and economic
endeavors, including serving on the Board of Directors of the
Florida State University Alumni Association and the Board of
Governors of the Florida State University College of Business.  In
April 2012, Mr. Glisson was appointed by the CFO of the State of
Florida to the Board of Governors of Citizens Insurance Company,
the property insurance company created by the State of Florida to
provide homeowners insurance to Floridians.  Mr. Glisson received
his Bachelor of Science degree in Finance from Florida State
University.

Mr. Glisson succeeds Gary L. Winfield, M.D. as Chairman of the
Board, who served in that capacity since July 2012.  During the
last year, Dr. Winfield was promoted within the Hospital
Corporation of America (HCA) and moved to Roanoke, Virginia, to
become the Chief Medical Officer of the LewisGale Regional Health
System, which is comprised of four hospitals.  Stephen C. Green,
President and Chief Executive Officer of the Company, stated that,
"The Company wishes to express its gratitude to Dr. Winfield for
his leadership as Chairman since last July, and we look forward to
having Mr. Glisson serve in this capacity as well."  Dr. Winfield
will continue to serve on the boards of directors of the Company
and the Bank, which he has done since their inception.

                      Annual Meeting Results

At the annual meeting of shareholders held on April 23, 2013, the
Company's shareholders:

   (a) elected John W. Rose, Price W. Schwenck and Gary L.
       Winfield, M.D., as directors to serve a three-year term;

   (b) approved the amendment to the Articles to declassify the
       Board of Directors;

   (c) ratified the appointment of Crowe Horwath LLP as the
       Company's independent auditors for 2013;

   (d) approved the Company's executive compensation, on a non
      -binding advisory basis; and

   (e) approved one year as the frequency of the Say-on-Pay vote,
       on a non-binding advisory basis.

                     About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with approximately $583 million in
assets and eight full-service branches in Jacksonville, Duval
County, Florida, as well as the Company's virtual branch.  The
Jacksonville Bank opened for business on May 28, 1999, and
provides a variety of community banking services to businesses and
individuals in Jacksonville, Florida.

According to the Form 10-Q for the period ended June 30, 2012, the
Bank was adequately capitalized at June 30, 2012.  Depository
institutions that are no longer "well capitalized" for bank
regulatory purposes must receive a waiver from the FDIC prior to
accepting or renewing brokered deposits.  The Federal Deposit
Insurance Corporation Improvement Act of 1991 ("FDICIA") generally
prohibits a depository institution from making any capital
distribution (including paying dividends) or paying any management
fee to its holding company, if the depository institution would
thereafter be undercapitalized.

The Bank had a Memorandum of Understanding ("MoU") with the FDIC
and the Florida Office of Financial Regulation that was entered
into in 2008, which required the Bank to have a total risk-based
capital of at least 10% and a Tier 1 leverage capital ratio of at
least 8%.  Recently, on July 13, 2012, the 2008 MoU was replaced
by a new MoU, which, among other things, requires the Bank to have
a total risk-based capital of at least 12% and a Tier 1 leverage
capital ratio of at least 8%.  "We did not meet the minimum
capital requirements of these MOUs at June 30, 2012, and Dec. 31,
2011, when the Bank had total risk-based capital of 8.09% and
9.85% and Tier 1 leverage capital of 5.26% and 6.88%,
respectively."

Jacksonville's balance sheet at Sept. 30, 2012, showed $551.55
million in total assets, $537.97 million in total liabilities and
$13.57 million in total shareholders' equity.


JACKSONVILLE BANCORP: Has $5 Million Rights Offering
----------------------------------------------------
Jacksonville Bancorp, Inc., holding company for The Jacksonville
Bank, intends to conduct a rights offering to existing
shareholders of up to $5 million.  The proposed rights offering
would be made through the distribution of nontransferable
subscription rights to all eligible shareholders as of a record
date, which has yet to be determined.  Certain shareholders who
were offerees in the Company's December 2012 private placement
will not be eligible to receive rights.  The Company has filed a
registration statement on Form S-1 with the Securities and
Exchange Commission to register the 10 million shares of common
stock underlying the rights.  The Company intends to distribute
the rights, and commence the offering, promptly after its
registration statement is declared effective by the SEC.  A copy
of the registration statement is available at http://is.gd/vPD7qS

Under the terms of the proposed rights offering, eligible
shareholders will receive, at no charge, one right for each share
of common stock held as of the record date.  The number of shares
of common stock for which each right is exercisable has yet to be
determined.  The exercise price of the rights will be $0.50 per
whole share of common stock, which is the same price, on an as-
converted basis, at which shares of the Company's Series A
Preferred Stock were sold in the Company's December 2012 private
placement.  The Company will provide notice of the record date and
subscription ratio in the future, when they are determined.

The proposed rights offering will also include an oversubscription
privilege, which will entitle a shareholder who exercises its
entire basic subscription privilege the right to purchase
additional shares of common stock that are not purchased by other
shareholders through the exercise of their basic subscription
privileges, subject to the availability and pro rata allocation of
shares among persons exercising this oversubscription privilege,
and other limitations described in the registration statement.

The Company intends to offer any shares not subscribed for in the
rights offering through a subsequent public offering, at the same
subscription price of $0.50 per share of common stock.  The
proceeds from the rights offering and public offering are expected
to provide additional liquidity for working capital and general
corporate purposes, mainly for the subsidiary bank.

The rights offering will be made only by means of a prospectus,
copies of which will be mailed to all eligible record date
shareholders.  When available, copies of the prospectus relating
to the rights offering may be obtained from the subscription agent
for the rights offering:

                  Registrar and Transfer Company
                  (800) 368-5948 or info@rtco.com

                     About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with approximately $583 million in
assets and eight full-service branches in Jacksonville, Duval
County, Florida, as well as the Company's virtual branch.  The
Jacksonville Bank opened for business on May 28, 1999, and
provides a variety of community banking services to businesses and
individuals in Jacksonville, Florida.

Jacksonville Bancorp disclosed a net loss of $43.04 million in
2012, a net loss of $24.05 million in 2011 and a $11.44 million
net loss in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed $565.05 million in total assets, $531.48 million in total
liabilities and $33.57 million in total shareholders' equity.

"Both Bancorp and the Bank must meet regulatory capital
requirements and maintain sufficient capital and liquidity and our
regulators may modify and adjust such requirements in the future.
The Bank's Board of Directors has agreed to a Memorandum of
Understanding (the "2012 MoU") with the FDIC and the OFR for the
Bank to maintain a total risk-based capital ratio of 12.00% and a
Tier 1 leverage ratio of 8.00%.  As of December 31, 2012, the Bank
was well capitalized for regulatory purposes and met the capital
requirements of the 2012 MoU.  If noncompliance or other events
cause the Bank to become subject to formal enforcement action, the
FDIC could determine that the Bank is no longer "adequately
capitalized" for regulatory purposes.  Failure to remain
adequately capitalized for regulatory purposes could affect
customer confidence, our ability to grow, our costs of funds and
FDIC insurance costs, our ability to make distributions on our
trust preferred securities, and our business, results of
operation, liquidity and financial condition, generally,"
according to the Company's annual report for the year ended
Dec. 31, 2012.


JAYHAWK ENERGY: Resets Conversion Price of Debentures
-----------------------------------------------------
Jayhawk Energy, Inc., in 2009, entered into a securities purchase
agreement with certain institutional investors pursuant to which
the Company sold to the Investors, in three tranches, convertible
debentures and warrants.

On April 23, 2013, the Company entered into a Partial Reset of
Conversion Price agreement with the Investors.  Under the terms of
the Partial Reset, the Investors and the Company agreed to the
following terms:

   * Investors have the right to convert, into common stock of the
     Company, up to 25 percent of the principal amount
     outstanding, as of April 12, 2013, of each Debenture held by
     each Investor, at a Conversion Price equal to $0.01 per
     share;

   * Each Investor will convert up to 25 percent of the amount of
     the outstanding principal amount, as of April 12, 2013, of
     each Debenture, provided that such conversion will not cause
     the Investor to own more than 9.99% of the outstanding shares
     of the Company's common stock;

   * The Maturity Dates of all outstanding Debentures shall be
     extended to Dec. 31, 2013;

   * The Expiration Date of all of the remaining outstanding
     Warrants issued pursuant to the 2009 Transactions will be
     extended to July 21, 2014; and

   * The Expiration Date of all of the remaining outstanding
     Warrants issued pursuant to the 2010 Transactions, will be
     extended to Jan. 26, 2015.

                       About JayHawk Energy

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

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

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

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


K-V PHARMACEUTICAL: Conv. Holders Deserve Nothing, Seniors Say
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that holders of 75 percent of $225 million in senior
secured notes issued by K-V Pharmaceutical Co. say the creditors'
committee is serving the interest of the "out-of-the-money
convertible noteholders" who are trying to "extract whatever value
they can get."  The statements were made to support the approval
of disclosure materials explaining the K-V reorganization plan
coming up for hearing on May 1 in U.S. Bankruptcy Court in
Manhattan.

The report notes that the disclosure hearing had been set for
April 23 until it was postponed so the committee could work on a
commitment for replacement financing to underpin a different
reorganization plan.  The noteholders said there is "no reason" to
believe that commitments for alternative financing are "real."

Under the Chapter 11 reorganization originally plan filed in
January and most recently revised in April, first-lien noteholders
would receive 97 percent of the stock along with a $50 million
second-lien term loan.  General unsecured creditors are being
offered $1.7 million to cover $18.8 million in claims, for a
predicted 9.05 percent recovery.  Previously, they were being
offered less than $1.5 million.  The convertible noteholders are
being offered 3 percent of the new stock for a projected 1.9
percent recovery.

                     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.


K-V PHARMACEUTICAL: Has Court OK to Employ W&C as Counsel
---------------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York authorized K-V Pharmaceutical
Company and its debtor affiliates to employ Williams & Connolly
LLP as special litigation counsel, nunc pro tunc to March 14,
2013.

                      About K-V Pharmaceutical

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

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

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

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

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


KIT DIGITAL: Can Tap Its Bankruptcy Loan, Judge Says
----------------------------------------------------
Dow Jones' DBR Small Cap reports that KIT digital Inc. won court
approval for $1.2 million in interim financing from an investment
firm which would take a stake in the video streaming services
provider after it emerges from bankruptcy.

As reported in the April 29, 2013 edition of the TCR, KIT digital
has arranged $3 million of postpetition financing from an
affiliate of JEC Capital Partners LLC, one of the members of the
plan sponsor group.

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.

                         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.


KRATOS DEFENSE: S&P Revises Outlook to Stable & Affirms 'B' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on San Diego, Calif.-based Kratos Defense & Security
Solutions Inc. to stable from positive.  At the same time, S&P
affirmed all other ratings, including the 'B' corporate credit
rating.

"The outlook revision reflects our expectation that credit metrics
will not approach levels that we believe could warrant an upgrade
in the next 12 months, including debt to EBITDA below 4.5x," said
Standard & Poor's credit analyst Chris Mooney.  "We expect that
U.S. defense spending reductions and continued budget uncertainty
will result in relatively flat sales and earnings over the next
year compared with prior expectations of modest growth.  While we
believe debt reduction is possible over time, we do not expect a
material reduction over the next year because the company's only
outstanding debt is not callable until mid-2014.  Therefore, we
expect debt to EBITDA to remain about 6x (5x-5.5x net of cash in
excess of $10 million) over the next year, compared with prior
expectations of about 5x in 2013".

Kratos provides specialized products, mission-critical
engineering, information technology (IT) services, and war fighter
solutions to the U.S. military, intelligence, homeland security,
and public safety markets.  S&P's "weak" business risk profile
assessment incorporates Kratos' modest size compared with some
competitors and exposure to declining defense budgets and possible
changes in military spending priorities.  Good program and
customer diversity partially offset these factors.  S&P views
Kratos' financial risk profile as "highly leveraged" because of
the company's weak credit protection measures arising from high
debt leverage to fund acquisitions in recent years, which S&P's
expectation of good free cash flow generation somewhat tempers.
While small bolt-on acquisitions are possible, S&P do not expect
large debt-financed acquisitions over the next two years.

The outlook is stable.  Although future defense spending levels
are highly uncertain, S&P believes that most of the company's
programs are in areas that will continue to receive solid funding,
which should result in relatively flat revenues and earnings over
the next year.  As the company is not able to easily pay down debt
until its notes become callable in mid-2014, debt to EBITDA is
likely to remain about 6x in 2013.  However, S&P could lower the
rating if debt to EBITDA were to rise above 7x for an extended
period of time, which would most likely be the result of reduced
funding for Kratos' programs.  S&P could raise the rating if debt
to EBITDA were to fall below 4.5x, which would most likely be
because of significant debt reduction.


LA FRONTERA: S&P Assigns Prelim. 'BB-' Rating to $1BB Term Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BB-' senior secured rating and preliminary '2'
recovery rating to La Frontera Generation LLC's proposed first-
lien senior secured $1 billion term loan B.  The '2' recovery
rating indicates substantial recovery (70% to 90%) of principal in
a default scenario.  The outlook is stable.

La Frontera is a single-purpose entity issuing project finance
debt that owns two combined-cycle natural gas turbine facilitates
with total operating capacity of 3,000 megawatts in ERCOT North.
While S&P considerz La Frontera's obligations to be non-recourse
to that of ultimate parent NextEra Energy Inc., the lack of
certain structural features such as an independent director and a
nonconsolidation opinion prevents S&P from treating those
obligations as bankruptcy remote, and as a result, the rating is
weak-linked to the parent company.  The project will initially be
capitalized with $1 billion of debt and it will use initial term
loan proceeds to fund a $869 million dividend to NextEra.  The
rating is preliminary, subject to final documentation and a
transaction structure review under Standard & Poor's project
finance criteria.

"The 'BB-' rating mainly reflects the volatility of cash flows due
to merchant power market conditions, partially offset by commodity
hedges that cover about 72% of gross margin in 2013-2015," said
Standard & Poor's credit analyst Nora Pickens.

While S&P's base case cash flow is healthy and results in no
refinancing risk at maturity in Sept. 2020, there is still
considerable downside risk, as volatile merchant revenue will be
required to amortize debt to a manageable level upon maturity.
The commodity hedges do, however, provide the project with a base
level of cash flow (around $175 million in 2014 and $160 million
in 2015, which compares with roughly $60 million in debt service)
while introducing only modest differences between the realized
power price and the index that determines its payment from Merrill
Lynch Commodities.

The stable outlook on La Frontera reflects S&P's expectations of
low refinancing risk at maturity due to improving, albeit likely
volatile, power market conditions in ERCOT.  S&P would consider a
downgrade if it expected debt service to fall substantially below
2x or if forecast refinancing risk increased to more than $100 per
kilowatt.  Such a scenario would most likely happen due to lower
merchant power revenues or unanticipated operational difficulties.
An upgrade is unlikely at this time, but could occur if the
project mitigates its exposure to merchant market risk by entering
into new hedging agreements that increase cash flow
predictability, or if S&P has higher confidence in ERCOT market
conditions such that energy prices there rise and stabilize for an
extended period of time.  As such, S&P could consider an upgrade
if it expected debt service coverage to rise above 5x and
refinancing risk to remain minimal in 2020.


LBC TANK: S&P Assigns 'B+' CCR & Rates $396MM Facilities 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to LBC Tank Terminals Holdings Netherlands BV.  At
the same time, S&P assigned a 'BB' issue-level rating and a '1'
recovery rating to LBC's $396 million senior secured credit
facilities due 2020, and a 'B' issue-level rating and a '5'
recovery rating to the company's $350 million senior unsecured
notes due 2023.  The outlook is stable.

The ratings on LBC reflect a "satisfactory" business risk profile
and a "highly leveraged" financial risk profile.  Factors that
influence the ratings include the company's aggressive financial
leverage, limited scale and its short weighted-average contract
life, which expose the company to changing end-user demand and
competition.  Partially offsetting these weaknesses are the
general cash flow stability associated with LBC's storage assets
and its globally diverse footprint.

The stable ratings outlook reflects S&P's expectation that the
market for LBC's storage products will remain healthy and the
company will successfully execute its expansion plans in the short
term.

"Although higher ratings are unlikely during the next 12 to 24
months, we could consider them if LBC increases its scale and
reduces financial leverage to less than 5x.  We could lower the
rating if sector fundamentals deteriorate, competition from U.S.
or overseas facilities erodes storage pricing significantly, or
the planned expansions are delayed, such that financial leverage
approaches 7x," said Standard & Poor's credit analyst Michael
Grande.


LDK SOLAR: Signs Second Shares Purchase Agreement with Fulai
------------------------------------------------------------
LDK Solar Co., Ltd., has entered into a share purchase agreement
dated April 25, 2013, with Fulai Investments Limited, which has
agreed to purchase additional 25,000,000 newly issued ordinary
shares of LDK Solar, at a purchase price of US$1.03 per share with
an aggregate purchase price of US$25,750,000, subject to the terms
and conditions of the share purchase agreement, including a lock-
up for 180 days from the closing date of the contemplated
transactions.  The share purchase price reflects an 8% discount to
the five-day average share price.

Pursuant to the share purchase agreement, the parties will
endeavor to fulfill the closing conditions to consummate the
transactions prior to June 28, 2013.  Fulai Investments has agreed
to pay LDK Solar in two installments prior to the closing: the
first in May for US$15,000,000 and the second in June for
US$10,750,000.  Fulai Investments also has the right to designate
two non-executive directors to the LDK Solar board upon
consummation of the transaction.  The net proceeds will be used
for general corporate purposes in LDK Solar's operations.

Fulai Investments Limited is company incorporated and existing
under the laws of the British Virgin Islands wholly owned by Mr.
Cheng Kin Ming, a Chinese merchant conducting business in Hong
Kong.

                          About LDK Solar

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

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

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

LDK Solar reported a net loss of $514.74 million on $135.89
million of net sales for the three months ended Dec. 31,
2012, as compared with a net loss of $95.93 million on $291.52
million of net sales for the three months ended Sept. 30, 2012.

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


LEE'S FORD: Can Access BB&T's Cash Collateral Until May 10
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
authorized Lee's Ford Dock, Inc., et al.'s continued use of Branch
Banking & Trust Company's cash collateral until May 10, 2013.  The
Court has already entered 12 interim orders allowing the Debtor to
use cash collateral.

As adequate protection for the use of BB&T's cash collateral, the
Debtors will make a monthly adequate protection payment to BB&T in
the amount of $15,000.  The parties reserve all claims and
arguments related to the entitlement or amount of adequate
protection payments from May 11, 2013 forward.

All other terms of the prior interim orders will remain in full
force and effect through May 10, 2013.

The Court also ordered that if the Debtors and the cash collateral
creditors are unable to reach an agreement as to the terms of a
final order by May 10, 2013, they may tender further interim
orders.

A final hearing has been set for May 29, at 9:30 a.m.

                       About Lee's Ford Dock

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

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

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

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


LEHMAN BROTHERS: Court Approves Settlement With Swiss Unit
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that reorganized Lehman Brothers Holdings Inc. received
bankruptcy court approval last week for what had been a
$59.3 billion claim from Swiss affiliate Lehman Brothers Finance
AG.  The settlement gives the Swiss subsidiary's liquidators an
unsecured claim for $942 million.

The report recounts that the Lehman brokerage subsidiary settled
last year with the liquidators for the Swiss affiliate. The
controversy surrounded Lehman's decision not long before
bankruptcy in 2008 to grant guarantees on behalf of subsidiaries
like the Swiss affiliate.  After bankruptcy, the Lehman parent
contended guarantees weren't enforceable.

The settlement gives the Swiss affiliate an approved unsecured
claim for $942 million against the U.S. parent on account of the
guarantee. The Lehman parent in return has a claim of about 9.55
billion Swiss francs ($10.15 billion).  The claim will be partly
subordinated so non-affiliated creditors recover $1.275 billion
before the parent begins receiving payment on its claim.

                      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.


LEVEL 3: Incurs $78 Million Net Loss in First Quarter
-----------------------------------------------------
Level 3 Communications, Inc., reported a net loss of $78 million
on $1.57 billion of revenue for the three months ended March 31,
2013, as compared with a net loss of $138 million on $1.58 billion
of revenue for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed
$12.88 billion in total assets, $11.77 billion in total
liabilities and $1.10 billion in stockholders' equity.

"I am excited to be leading Level 3 at a time when we have a great
opportunity to expand our market position in the enterprise
business," said Jeff Storey, president and CEO of Level 3.  "We
intend to continue our focus on providing outstanding service to
our customers, and believe that will help us deliver profitable
revenue growth, margin expansion and free cash flow generation."

A copy of the press release is available at:

                       http://is.gd/v1nDg2

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 incurred a net loss of $422 million in 2012, a net loss of
$756 million in 2011, and a $622 net loss in 2010.

                           *     *     *

In October 2012, Fitch Ratings affirmed the 'B' Issuer Default
Ratings (IDRs) assigned to Level 3.  Fitch's ratings incorporate
LVLT's highly levered balance sheet, its weaker competitive
position and lack of s

Level 3 carries a 'B-' corporate credit rating, with positive
outlook, from Standard & Poor's Ratings Services.


LIBERTY HARBOR: Exclusive Plan Filing Date Extended Until July 22
-----------------------------------------------------------------
Judge Novalyn L. Winfield of the U.S. Bankruptcy Court for the
District of New Jersey further extended Liberty Harbor Holding,
LLC, Liberty Harbor North II Urban Renewal Company, L.L.C. and
Liberty Harbor North, Inc.'s exclusive period for filing a Plan of
Reorganization, through and including July 22, 2013, and exclusive
period in which to obtain confirmation of a Plan of Reorganization
through and including September 23.

                       About Liberty Harbor

Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along
with two affiliates, sought Chapter 11 protection (Banrk. D.N.J.
Lead Case No. 12-19958) in Newark on April 17, 2012.  Each of the
Debtors is solely owned by Peter Mocco.

Liberty, as of April 16, 2012, had total assets of $350.08
million, comprising of $350 million of land, $75,000 in accounts
receivable and $458 cash.  The Debtor says that it has $3.62
million of debt, consisting of accounts payable of $73,500 and
unsecured non-priority claims of $3,540,000.  The Debtor's real
property consists of Block 60, Jersey City, NJ 100% ownership Lots
60, 70, 69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D.

Affiliates that filed separate petitions are: Liberty Harbor II
Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor
North, Inc. (Case No. 12-19964).  The three cases are
administratively consolidated.

Judge Novalyn L. Winfield presides over the case.  Wasserman,
Jurista & Stolz, P.C. srves as insolvency counsel and Scarpone &
Vargo as special litigation counsel.  The petition was signed by
Peter Mocco, managing member.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed three
creditors to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of the Debtor.


LIBERTY MEDICAL: Keeps Insulin Pump Business in Alere Deal
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Liberty Medical Supply Inc. won bankruptcy court
approval of a settlement with secured lender Alere Inc. allowing
Liberty to retain the Medicare insulin-pump business.

The report recounts that Liberty was purchased in April 2012 by
St. Louis-based Express Scripts Inc., which announced in August
that it would divest the diabetic-supply business. Financed with a
$40 million loan from Alere, management completed the acquisition
because Alere wouldn't buy the business directly, according to a
court filing.  Disputes arose regarding the portions of the
business Alere could buy under an option agreement connected with
the loan.  The Chapter 11 filing was intended partly to bar Alere
from exercising the option.

According to the report, the settlement, approved by the
bankruptcy court on April 26, allows Alere to purchase part of the
business in exchange for $17.5 million of the $40 million loan.
Liberty will pay off the remaining $22.5 million together with
accrued interest.

                        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.


LIBERTY MEDICAL: Aims to Stop June Trial in Fla. Qui Tam Suit
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Liberty Medical Supply Inc. wants the bankruptcy
court to halt a trial in a federal district court alleging the
company overcharged the government and made false certifications.

According to the report, the case in Florida to be halted is known
as a qui tam suit, where an individual sues on behalf of the
government alleging claims under the False Claims Act.  The
government declined to participate in this particular case, which
is scheduled for trial in June.

The suit is automatically halted against Liberty as a result of
the company's Chapter 11 filing in mid-February.  The suit isn't
automatically stopped against other defendants, such as a
shareholder, present and former officers, and former owners.

The bankruptcy court scheduled a hearing on May 10 to decide
whether the suit should stop against non-bankrupt third parties.


LIFECARE HOLDINGS: Unsecured Creditors Estimate 7.5% Recovery
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LifeCare Holdings Inc. cobbled together a settlement
allowing the business to be sold to senior lenders in exchange for
$320 million in secured debt.  The settlement will come to court
for approval at a May 7 hearing.

The report relates that the settlement gives $1.5 million in cash
to general unsecured creditors other than subordinated
noteholders, plus a waiver of lawsuits against unsecured
creditors.  Unsecured creditors estimate they will have a 7.5
percent cash recovery.

The settlement also gives $2 million in cash to the subordinated
noteholders, for a 1.7 percent recovery.  They take home less
than general unsecured creditors in view of the subordination
agreement with senior lenders.

The senior lenders are providing another $150,000 for the
creditors' lawyers.

The bankruptcy court in Delaware approved the sale to the lenders
early in April, subject to subsequent approval of the settlement.

                          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, to sell the 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.


LINDSAY GENERAL: Files List of Top Unsecured Creditors
------------------------------------------------------
Lindsay General Insurance Agency LLC submitted to the Bankruptcy
Court a list identifying its largest unsecured creditors.

Creditors with the three largest claims are:

  Entity                 Nature of Claim        Claim Amount
  ------                 ---------------        ------------
Drivers Insurance Company                        $4,000,000
1855 Satellite Blvd. Ste. 100
Duluth, GA 30097

First United Bank and Trust                      $3,060,000
PO Box 636
Oakland, MD 21550

National Guaranty Insurance                      $2,300,000
Company
1855 Satellite Blvd. Ste. 100
Duluth, GA 30097

A copy of the creditors' list is available for free at:

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

                       About Lindsay General

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


LKQ CORP: Moody's Assigns 'Ba3' Rating to New $500MM Senior Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to LKQ
Corporation's new $500 million senior unsecured notes. In a
related action, Moody's affirmed LKQ's Corporate Family and
Probability of Default ratings at Ba2, and Ba2-PD, respectively,
and raised the rating of the existing senior secured bank credit
facilities to Ba1 from Ba2. LKQ's rating outlook was changed to
positive from stable. LKQ's Speculative Grade Liquidity Rating of
SGL-2 was affirmed.

LKQ recently announced that it has agreed to acquire Sator Beheer,
a leading distributor of automotive aftermarket parts in the
Netherlands, Belgium, Luxembourg and northern France, for
approximately EUR210.0 million. The acquisition will be funded
under the existing revolving credit facility. The new $500 million
of senior unsecured notes will then be used to pay down amounts
outstanding under the existing revolving credit facility. LKQ also
recently announced that it is in discussions to amend its existing
credit facility.

Ratings Assigned:

Ba3 (LGD5, 82%) to the new $500 million senior unsecured notes

Ratings Affirmed:

Corporate Family Rating, Ba2;

Probability of Default, Ba2-PD;

Speculative Grade Liquidity Rating, SGL-2

Ratings Upgraded:

$950 million senior secured revolving credit facility, to Ba1
(LGD3, 31%) from Ba2 (LGD4, 50%);

$250 million senior secured term loan due 2016, to Ba1 (LGD3, 31%)
from Ba2 (LGD4, 50%);

$200 million senior secured term loan due 2016, to Ba1 (LGD3, 31%)
from Ba2 (LGD4, 50%);

Ratings Rationale:

LKQ's Ba2 Corporate Family Rating incorporates the company's
acquisitive history combined with the company's ability to
maintain strong credit metrics for the assigned rating. In
addition to the announced European acquisition, the company's
third largest, LKQ completed 30 acquisitions in 2012, the largest
annual number in recent years. Pro forma for the Sator
acquisition, LKQ's debt/EBITDA is estimated to modestly increase
to 3.1x (including Moody's standard adjustments) from 2.8x. LKQ
has a strong history of acquiring and integrating "bolt-on"
acquisitions, including Euro Car Parts Ltd. in 2011, which has
increased the company's geographic reach and product offerings.
Yet, the current transaction continues LKQ's trend of increasing
debt levels to support growth.

The positive outlook considers LKQ's historical success at
integrating both domestic and international acquisitions over the
past several years and Moody's expectation that the company's EBIT
margins and EBIT/interest coverage will continue in the range
consistent with higher ratings.

Moody's will look for LKQ to continue to sustain its achievement
of previously established credit metric targets over the near-
term, including EBIT margins (as adjusted by Moody's) of over 10%,
and EBIT/Interest at or above 5x. While the company continues to
lag Moody's previously established debt/revenues target of
approaching 30%, the company's debt/EBITDA ratio is expected to
continue to be supportive of ratings in the Ba range, and the
ratings could be upgraded if the company successfully integrates
Sator while meeting the aforementioned EBIT margin and
EBIT/Interest levels.

While not currently contemplated, future events that have the
potential to drive LKQ's outlook or ratings lower include:
significant customer attrition, complications in the integration
of acquisitions, a significant deterioration in liquidity, or
additional debt financed acquisitions which increase leverage
above current levels. Consideration for a lower outlook or rating
could arise if any combination of these factors results in
debt/EBITDA being maintained at or above 3.5x or EBIT/interest
coverage below 3.0x.

LKQ is anticipated to have a good liquidity profile following the
acquisition, supported by revolver availability and free cash flow
generation. The $1.25 billion revolving credit facility is
expected to have about $288 million drawn, following the Sator
acquisition, and about $50 million of letters of credit
outstanding. Moody's expects LKQ's historical ability to generate
positive free cash flow will continue over the near-term as the
company integrates its recent acquisitions. The primary financial
covenants under the senior secured facilities are a maximum Net
Debt/EBITDA test and a minimum interest coverage test. Alternative
liquidity is limited as essentially all of the company's domestic
assets secure the bank credit facilities.

Sator, headquartered in Schiedam, the Netherlands, is the parent
company of eight operating subsidiaries. The group has over 800
employees serving a diverse base of more than 6,000 customers and
offers a broad product line of over 150,000 SKUs from eleven
distribution centers. In 2012, Sator reported revenue of EUR288.0
million and EBITDA of EUR24.0 million.

The principal methodology used in this rating was the Global
Automotive Supplier Industry Methodology published in January
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.

LKQ Corporation, headquartered in Chicago, Illinois, is the
largest nationwide provider of aftermarket, recycled, and
refurbished collision replacement parts and a leading provider of
recycled transmissions and remanufactured engines, all in
connection with the repair of automobiles and other vehicles. LKQ
also has operations in the United Kingdom, Canada, Mexico and
Central America. LKQ operates more than 500 facilities, offering
its customers a broad range of replacement systems, components and
parts to repair automobiles and light, medium and heavy-duty
trucks. Revenues in 2012 were approximately $4.1 billion.


LKQ CORP: S&P Affirms 'BB+' CCR & Rates $500MM Notes 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
corporate credit rating on Chicago-based replacement auto parts
provider LKQ Corp.  The outlook is stable.

"We assigned our senior secured 'BB+' issue rating and '3'
recovery rating to the proposed $1.25 billion revolving credit
facility due May 2018 and $450 million term loan A due May 2018.
The '3' recovery rating indicates our expectation of meaningful
(50% to 70%) recovery in a payment default scenario.  The
revolving facility will consist of a $1.15 billion multicurrency
tranche and a $100 million U.S. tranche. LKQ will use the new
credit facility to pay down the $225 million balance on its
$250 million term loan A (unrated) and $190 million balance on its
$200 million delayed draw term loan A (unrated)," S&P said.

"At the same time, we assigned our 'BB-' debt issue rating and '6'
recovery rating to LKQ's proposed $500 million senior unsecured
notes due 2023.  The '6' recovery rating indicates our expectation
of negligible (0% to 10%) recovery in a payment default scenario.
LKQ will use note proceeds to repay borrowings on its existing
950 million revolving facility (unrated) that totaled
$508 million as of March 31, 2013," S&P added.

LKQ will use proceeds of the new unsecured notes to repay a
portion of its existing revolving credit facility borrowings which
will be drawn to acquire Netherlands-based Sator Beheer BV, an
automotive aftermarket parts distributor in the Netherlands,
Belgium, Luxembourg, and France for an amount estimated at
about EUR210 million.

S&P bases the ratings affirmation on its expectation that LKQ's
profitability will continue at current levels, with EBITDA margin
at about 13% or better by S&P's calculation and return on capital
of 14% or better.  LKQ had EBITDA margin of 13.4% and return on
capital of 14.1% as of Dec. 31, 2012.  These credit measures are
appropriate for the "fair" business risk profile.

The stable outlook reflects S&P's opinion that LKQ's resilient
business model will support continuing organic EBITDA expansion
and free cash generation, despite weak economies in the U.S. and
Europe.  It also reflects S&P's belief that LKQ will continue to
expand through debt-financed acquisitions, but that management
will pace the acquisitions so that credit measures, on average,
will align with S&P's expectations for the intermediate financial
profile which S&P now describez for LKQ as debt leverage in the
range of 2x to 3x, or lower, and FFO to total debt of 25% to 35%,
or higher.

The likelihood of an upgrade is limited by LKQ's business risk
profile, including its ongoing business strategy of rapid growth
through acquisitions.  For an upgrade to an investment-grade
rating, S&P would need to reassess LKQ's business risk profile as
"satisfactory."  Absent an improvement in the business risk
assessment, S&P is less likely to raise the rating, since it would
need to come to believe that LKQ's credit measures would improve
such that lease-adjusted leverage falls to 1.5x and FFO to total
debt reaches 45% or more on a sustainable basis.  For the year
ended Dec. 31, 2012, debt leverage stood at 2.8x and FFO to total
debt was 26.3%.  To raise the rating from the current level, S&P
would also need to believe LKQ's strategic business and financial
policies, governance structure, and capital structure would be
consistent with an investment-grade rating.

S&P could lower the ratings if LKQ's credit measures fail to reach
the targets required for the intermediate financial profile
assessment for leverage and cash flow.  For example, debt leverage
could exceed 3x if 2013 EBITDA, by S&P's calculation, were to be
flat, year over year, at about $550 million--because of operating
problems, loss of business, inability to efficiently integrate
its new acquisition, or other adverse market conditions such as an
unfavorable change in how the auto insurance industry chooses to
fulfill collision claims.  This circumstance could also materially
reduce free operating cash flow.  S&P could also lower the ratings
if LKQ undertakes another material debt-financed acquisition in
the year ahead, or if there was a change in financial policy
because of an altered strategy for business operations or
shareholder value creation.


MAUI LAND: Shareholders Elect Five Directors
--------------------------------------------
At the annual meeting of shareholders held on April 22, 2013,
Maui Land & Pineapple Company, Inc.'s shareholders elected Stephen
M. Case, Warren H. Haruki, David A. Heenan, Duncan MacNaughton,
and Arthur C. Tokin as directors to serve for one-year terms or
until their successors are elected and qualified.

Shareholders approved, on a non-binding advisory basis, the
compensation paid to the Company's named executive officers and
approved, on a non-binding advisory basis, the holding of annual
future votes on the compensation paid to the Company's named
executive officers.  Deloitte & Touche LLP was ratified as the
Company's independent registered public accounting firm for the
fiscal year 2013.

                   About Maui Land & Pineapple Co.

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate.  The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.

Maui Land incurred a net loss of $4.60 million in 2012, as
compared with net income of $5.07 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $61.48 million in total
assets, $95.84 million in total liabilities and a $34.36 million
stockholders' deficiency.

Deloitte & Touche LLP, in Honolulu, Hawaii, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring negative cash
flows from operations and deficiency in stockholders' equity which
raise substantial doubt about the Company's ability to continue as
a going concern.


MAXCOM TELECOMUNICACIONES: Fails to Complete Exchange Offer
-----------------------------------------------------------
Maxcom Telecomunicaciones, S.A.B. de C.V. announced that the
exchange offer for any and all of its outstanding 11% Senior Notes
due 2014 for its Step-Up Senior Notes due 2020 expired at 5:00
p.m. New York City time on April 24, 2013.

The exchange agent for the Exchange Offer has advised Maxcom that
as of 5:00 p.m., New York City time, on April 24, 2013,
approximately US$123,856,000 or 61.93%, of the Old Notes had been
validly tendered and not withdrawn in the Exchange Offer.

Maxcom announced that since the conditions for the consummation of
the Exchange Offer and the consent solicitation were not satisfied
or waived, including the minimum tender condition, the Exchange
Offer will not be consummated.  Any notes tendered in the Exchange
Offer will be returned promptly without expense to the
noteholders.

In addition, Maxcom also announced that the related equity tender
offer for all of its Series A Common Stock and related Ordinary
Participation Certificates and American Depository Shares, which
was conditioned upon the Exchange Offer, will not be consummated.
Based on the preliminary count by the depositary for the Equity
Tender Offer, securities representing approximately 354,540,391
shares of Maxcom's Series A Common Stock (including 39,318 ADSs),
or approximately 44.9% of the total outstanding Series A Common
Stock, had been tendered prior to the expiration of the Equity
Tender Offer.

Because the Exchange Offer and the concurrent Equity Tender Offer
have not been consummated, Maxcom has not received the capital
contribution Ventura Capital Privado S.A. de C.V. agreed to make.
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.

                           About Maxcom

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

                           *    *     *

Maxcom carries a 'Ca' corporate credit rating from Moody's
Investors Service.  Moody's said at the end of April 2012 that
Maxcom's current weak liquidity position (as of March 31, 2013 the
company held only about $8.5 million in readily available cash)
and the limited prospects of a short-term solution increases the
probability that the company misses its next interest payment due
on June 15th for about $ 11 million.

Maxcom said in April 2013 it's considering operational and
financial alternatives, including a Chapter 11 bankruptcy filing,
after a takeover deal with Ventura Capital Privado SA collapsed.


MAXCOM TELECOMUNICACIONES: Posts Ps.51.6MM Net Income in Q1
-----------------------------------------------------------
Maxcom Telecomunicaciones, S.A.B. de C.V., reported net income of
Ps.51.58 million on Ps.582.35 million of revenues for the three
months ended March 31, 2013, as compared with net income of
Ps.76.63 million on Ps.547.26 million of total revenues for the
same peiod during the prior year.

The Company's balance sheet at March 31, 2013, showed
Ps.4.97 billion in total assets, Ps.2.75 billion in total
liabilities and Ps.2.22 billion in total shareholders' equity.

Cash and cash equivalents were down to Ps.105 million as of March
31, 2013, compared to Ps.492 million as of March 31, 2012.

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

                       http://is.gd/slxPVZ

                           About Maxcom

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

                           *    *     *

Maxcom carries a 'Ca' corporate credit rating from Moody's
Investors Service.  Moody's said at the end of April 2012 that
Maxcom's current weak liquidity position (as of March 31, 2013 the
company held only about $8.5 million in readily available cash)
and the limited prospects of a short-term solution increases the
probability that the company misses its next interest payment due
on June 15th for about $ 11 million.


Maxcom said in April 2013 it's considering operational and
financial alternatives, including a Chapter 11 bankruptcy filing,
after a takeover deal with Ventura Capital Privado SA collapsed.


MCCLATCHY CO: Incurs $12.7 Million Net Loss in First Quarter
------------------------------------------------------------
The McClatchy Company reported a net loss of $12.74 million on
$276.73 million of net revenues for the three months ended
March 30, 2013, as compared with a net loss of $2.08 million on
$288.30 million of net revenues for the three months ended
March 25, 2012.

Commenting on McClatchy's first quarter results, Pat Talamantes,
McClatchy's president and CEO, said, "We were pleased to see
growth in circulation revenues in the first quarter and sequential
improvement in total revenues compared to the last quarter of
2012.  Total company revenues were down 4.0% this quarter compared
to down 5.3% in the fourth quarter of 2012 on a comparable 13-week
basis and down 5.1% in the first quarter of 2012.

"For the quarter, total advertising revenues were down 6.0%
compared to the first quarter of 2012.  Total digital advertising
revenues grew again, up 1.5%, compared to the same quarter last
year while digital-only revenues were up 8.9%.  Digital
advertising represented 24.0% of McClatchy's total advertising
revenues in the first quarter compared to 22.2% in the first
quarter of 2012."

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

                        http://is.gd/dbPloQ

                    About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The McClatchy incurred a net loss of $144,000 in 2012, as compared
with net income of $54.38 million in 2011.  The Company's balance
sheet at Dec. 30, 2012, showed $3 billion in total assets, $2.96
billion in total liabilities, and $42.50 million in stockholders'
equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


MEDIA GENERAL: Incurs $17.7 Million Net Loss in First Quarter
-------------------------------------------------------------
Media General, Inc., reported a net loss of $17.69 million on
$73.94 million of station revenue (less agency commissions) for
the three months ended March 31, 2013, as compared with a net loss
of $34.42 million on $74.21 million of Station revenue (less
agency commissions) for the three months ended March 25, 2012.

The Company reported first-quarter 2013 operating income of $5.8
million increased by 28%, compared with $4.5 million in the first-
quarter of 2012.

The Company's balance sheet at March 31, 2013, showed
$734.70 million in total assets, $928.35 million in total
liabilities, and a $193.65 million stockholders' deficit.

George L. Mahoney, president and chief executive officer of Media
General, said, "The increase in operating income in the first
quarter reflected a 35% reduction in corporate and other expenses,
as well as disciplined expense management by our stations.  After
becoming a pure-play broadcaster last year, one of the
significant, very early steps we took was to reduce the size of
our corporate structure, which had been scaled to serve both
newspapers and television stations.  On the revenue side, the near
absence of last year's $6.2 million in Political revenues was
mostly offset by higher Retransmission revenues, which have
increased 55% so far this year, and Digital revenues increased
18%."

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

                       http://is.gd/S5XSwU

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

The Company incurred a net loss of $193.41 million in for the year
ended Dec. 31, 2012, a net loss of $74.32 million for the year
ended Dec. 25, 2011, and a net loss of $22.63 million for the
fiscal year ended Dec. 26, 2010.

                           *     *     *

As reported by the Troubled Company Reporter on April 12, 2012,
Moody's Investors Service downgraded, among other things, Media
General's Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to Caa1 from B3, concluding the review for downgrade
initiated on Feb. 13, 2012.  The downgrade reflects the
significant increase in interest expense associated with the
company's credit facility amend and extend transaction and an
assumed issuance of at least $225 million of new notes, which will
result in limited free cash flow generation and constrain Media
General's capacity to reduce its very high leverage.  The weak
free cash flow and high leverage create vulnerability to changes
in the company's highly cyclical revenue and EBITDA generation.

In the Oct. 10, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its rating on Richmond, Va.-based Media
General Inc. to 'B-' from 'CCC+' and removed it from CreditWatch,
where it was placed with positive implications on May 18, 2012.

"The corporate credit rating on Media General is based on our
expectation that the company will be able to maintain adequate
liquidity despite its very high leverage," noted Standard & Poor's
credit analyst Jeanne Shoesmith.


MMRGLOBAL INC: Investors Can Access Info Thru Twitter, Facebook
---------------------------------------------------------------
MMRGlobal, Inc., provides material information to its investors
using Securities and Exchange Commission filings, press releases,
public conference calls and webcasts.  The Company uses these
channels as well as social media to communicate with its investors
and the public.  It is possible that the information the Company
posts on social media could be deemed to be material information.

The SEC recently provided guidance to issuers regarding the use of
social media to disclose material non-public information.  In
light of the SEC's guidance, the Company encourages investors, the
media, and others interested to review the information the Company
posts on the U.S. social media channels.

The MMRGlobal Facebook Page (https://www.facebook.com/mmrglobal)

The MMRGlobal Twitter Account (https://twitter.com/mmrglobal)

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Rose, Snyder & Jacobs LLP, in Encino,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations during the years ended
Dec. 31, 2011, and 2010.

The Company reported a net loss of $8.88 million in 2011, compared
with a net loss of $17.90 million in 2010.  The Company reported a
net loss of $10.3 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$2.02 million in total assets, $8.48 million in total liabilities,
and a $6.45 million total stockholders' deficit.


MPG OFFICE: To Be Acquired by Brookfield for $3.15 Apiece
---------------------------------------------------------
MPG Office Trust, Inc., has entered into a definitive merger
agreement pursuant to which a newly formed fund ("DTLA Holdings")
controlled by Brookfield Office Properties Inc. will acquire the
Company.

Under the terms of the merger agreement, the holders of MPG's
common shares will receive $3.15 per share in cash at the closing
of the merger.  The per share price represents a 21% premium to
MPG's closing share price of $2.60 on April 24, 2013.  In
connection with the merger agreement, Brookfield has entered into
a guarantee with respect to obligations of its affiliates under
the merger agreement.  The merger agreement and the transactions
contemplated thereby have been unanimously approved by the
Company's Board of Directors.

The merger agreement also provides that a subsidiary of Brookfield
will commence a tender offer to purchase, subject to the offer
conditions, all of the Company's outstanding preferred shares for
$25.00 per share in cash, without interest.  Brookfield is
expected to commence the tender offer in early May, and will
distribute offering materials to the Company's preferred
stockholders which will describe the tender offer.  Any preferred
shares that are not tendered will be converted in the merger into
new preferred shares with rights, terms and conditions
substantially identical to the rights, terms and conditions of the
outstanding preferred shares.  If more than 66.6% of the
outstanding preferred shares are tendered, then Brookfield will
have the right to convert all of the untendered preferred shares
at the price in cash offered in the tender offer, without
interest, but only if that conversion complies with applicable law
and the Company's charter in all respects at the time of
conversion.

"Following a lengthy and exhaustive search, we have found a
strategic buyer who has the capital and the market presence to
appreciate the potential long-term value of our assets," said
David Weinstein, president & chief executive officer of MPG.
"This transaction potentially offers both our common and preferred
shareholders a liquidity event that would remain uncertain if the
Company were to continue on as an independent entity."

"This proposed transaction provides the opportunity to combine and
operate a sizeable portfolio of the highest quality assets in a
major U.S. gateway city," said Dennis Friedrich, chief executive
officer of Brookfield Office Properties.  "Downtown Los Angeles
has all the attributes of a dynamic urban market, including modern
transportation infrastructure, a growing residential population
and access to a diverse labor pool."

The merger is expected to close in the third quarter of 2013.  The
completion of the merger transaction is subject to approval of the
Company's common stockholders, receipt of certain consents from
the Company's lenders and other customary closing conditions.  The
Company will file a proxy statement on Schedule 14A with the
Securities and Exchange Commission, which will describe the
proposed acquisition.

DTLA Holdings will be sponsored and managed by Brookfield, which
will own approximately 47% of the fund and include institutional
partners who will hold the remaining approximately 53% interest.
At the closing of the merger, it is expected that the fund's
portfolio will consist principally of seven class A office
properties, totaling 8.3 million square feet.  The assets are:

   * Bank of America Plaza (BPO)
   * 601 S. Figueroa (BPO)
   * Ernst & Young Tower (BPO)
   * Wells Fargo Tower (MPG)
   * Gas Company Tower (MPG)
   * KPMG Tower (MPG)
   * 777 Tower (MPG)

Under the newly formed fund, BPO's investment in the Downtown Los
Angeles office market will be converted from an 83% interest in
three office properties to an approximately 47% interest in an
expanded portfolio of seven office assets.

The fund will also acquire two additional assets in Downtown Los
Angeles: FIG@7th, BPO's newly redeveloped retail complex, as well
as a strategically located development site.

Brookfield's contribution to DTLA Holdings will total
approximately $550 million, which consists of equity in its
existing Downtown Los Angeles assets totaling $410 million as well
as an additional investment of $140 million.  The institutional
investor partners have collectively pledged approximately $600
million to DTLA Holdings.  The $1.15 billion committed to the fund
provides sufficient available cash to cover anticipated future
capital required by the underlying portfolio for capital
expenditures, leasing costs and refinancing needs.

The Eastdil Secured group of Wells Fargo Securities, LLC, and BofA
Merrill Lynch served as financial advisors to MPG, and Latham &
Watkins LLP and Venable LLP served as legal advisors to MPG.

Fried, Frank, Harris, Shriver & Jacobson LLP and Goodwin Procter
LLP served as legal advisors to Brookfield.

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

                       http://is.gd/0OCj50

A copy of the Tender Offer Statement on Schedule TO is available
for free at http://is.gd/48W9yA

                 About Brookfield Office Properties

Brookfield Office Properties owns, develops and manages premier
office properties in the United States, Canada, Australia and the
United Kingdom.  Its portfolio is comprised of interests in 109
properties totaling 66 million leasable square feet in the
downtown cores of New York, Washington, D.C., Houston, Los
Angeles, Denver, Seattle, Toronto, Calgary, Ottawa, London,
Sydney, Melbourne and Perth, making it the global leader in the
ownership and management of office assets.  Landmark properties
include Brookfield Places in New York City, Toronto and Perth,
Bank of America Plaza in Los Angeles, Bankers Hall in Calgary, and
Darling Park in Sydney.  The company's common shares trade on the
NYSE and TSX under the symbol BPO.  For more information, visit
www.brookfieldofficeproperties.com.

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- owns and operates Class A office
properties in the Los Angeles central business district and is
primarily focused on owning and operating high-quality office
properties in the Southern California market.  MPG Office Trust is
a full-service real estate company with substantial in-house
expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, as compared with net income of $98.22 million
on $234.96 million of total revenue during the prior year.  The
Company's balance sheet at Dec. 31, 2012, showed $1.46 billion
in total assets, $1.98 billion in total liabilities and a $518.32
million total deficit.

In its Form 10-K filing with the Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2012, the Company
said it is working to address challenges to its liquidity
position, particularly debt maturities, leasing costs and capital
expenditures.  The Company said, "We do not currently have
committed sources of cash adequate to fund all of our potential
needs, including our 2013 debt maturities. If we are unable to
raise additional capital or sell assets, we may face challenges in
repaying, extending or refinancing our existing debt on favorable
terms or at all, and we may be forced to give back assets to the
relevant mortgage lenders. While we believe that access to future
sources of significant cash will be challenging, we believe that
we will have access to some of the liquidity sources identified
above and that those sources will be sufficient to meet our near-
term liquidity needs."

On March 11, 2013, the Company entered into an agreement to sell
US Bank Tower and the Westlawn off-site parking garage.  The
transaction is expected to close June 28, 2013, subject to
customary closing conditions.  The net proceeds from the
transaction are expected to be roughly $103 million, a portion of
which may potentially be used to make loan re-balancing payments
on the Company's upcoming 2013 debt maturities at KPMG Tower and
777 Tower.

Roughly $898 million of the company's debt matures in 2013.

"Our ability to access the capital markets to raise capital is
highly uncertain.  Our substantial indebtedness may prevent us
from being able to raise debt financing on acceptable terms or at
all.  We believe we are unlikely to be able to raise equity
capital in the capital markets," the Company said.

"Future sources of significant cash are essential to our liquidity
and financial position, and if we are unable to generate adequate
cash from these sources we will have liquidity-related problems
and will be exposed to material risks. In addition, our inability
to secure adequate sources of liquidity could lead to our eventual
insolvency."


NAKNEK ELECTRIC: Court Confirms Reorganization Plan
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Alaska entered on
April 1, 2013, an order confirming the Second Amended Plan of
Reorganization, as modified, of Naknek Electric Association, Inc.

The Effective Date of the Plan will occur upon such date as
designated by the Reorganized Debtor, but not earlier than the
date upon which distribution of the Class 10, Option
3 Notes commences in accordance with the Plan.  Substantial
consummation of the Plan will be deemed to have occurred upon
commencement of distribution of the Class 10, Option 3 Notes.

A copy of the Confirming Order is available at:

           http://bankrupt.com/misc/naknekelectiic.doc538.pdf

As reported in the TCR on March 19, 2013, according to the
Debtor's Second Amended Disclosure Statement dated Jan. 25, 2013,
the Plan is summarized as:

   1. The Debtor will use cash on hand and current revenues to
      satisfy claims required by law to be paid on the Effective
      Date of the Plan, including administrative and priority
      expenses (other than certain postpetition financing which
      will be paid out over time by agreement of the lender, the
      National Rural Utilities Cooperative Finance Corporation.

   2. The Debtor will honor its remaining secured financing
      obligations to the Rural Utilities Services.  All other
      secured claims have been resolved in accordance with the
      Geothermal Assets Transaction.

   3. The Debtor will dedicate a portion of the utility rates it
      recovers from its members over the next 20 years to satisfy
      its unsecured creditors' claims or afford them an
      opportunity for a one-time payment on or before Aug. 31,
      2014, as follows:

       i) Receive on a date no later than Aug. 31, 2013, 50% of
          the allowed amount of its Claim in cash up to a maximum
          of $12,500;

      ii) Receive on a date no later than Aug. 31, 2014, 5% on the
          allowed amount of its claim in cash; or

     iii) Receive its pro rata share (among all allowed unsecured
          claims selecting this treatment) of the cash payments to
          be made by the Debtor over 20 years.

   4. The Debtor will preserve the interests of its members,
      subject to the terms and conditions of the Plan.

Under the Plan, the Debtor will raise rates approximately $.07 per
kWh to pay its Plan payments.  Additionally, rates will also be
adjusted to address other factors not part of the Plan such as
inflation, plant and distribution improvements and fuel costs.

A copy of the Second Amended DS is available for free at
http://bankrupt.com/misc/NAKNEK_ELECTRIC_ds_2amended.pdf

On Feb. 4, the Debtor sought clarification that it is not required
to serve a copy of the Second Amended Disclosure Statement on its
members.  The grounds for NEA's motion are that its members are
not entitled to vote because they do not hold a "cognizable
interest" in the Debtor, and the members have already been mailed
a copy of its earlier Amended Disclosure Statement, which is
substantially identical to one which has been approved by the
court.

               About Naknek Electric Association

Naknek, Alaska-based Naknek Electric Association, Inc., operates a
diesel power generation plant, storage and distribution system
on approximately 9.34 acres of land it owns in Naknek, Alaska.
It provides electricity to 591 members of the cooperative.  It
also is developing a geothermal well.

Naknek Electric filed for Chapter 11 bankruptcy protection (Bankr.
D. Alaska Case No. 10-00824) on Sept. 29, 2010.  Erik LeRoy, Esq.,
at Erik Leroy P.C., assists the Debtor in its restructuring
effort.  The Debtor disclosed $21,459,632 in assets and $7,523,708
as of the Chapter 11 filing.

The Debtor filed with the Court a plan of reorganization and an
accompanying disclosure statement on Sept. 15, 2011.  The Plan
proposed that the Debtor will pay Class 13, unsecured creditors,
$3 million over 60 months commencing on the Effective Date.  Based
on the current claims filed in the case, the proposed payment will
pay unsecured creditors a dividend of about $0.10 on each dollar
of claim.

A committee of unsecured creditors has been appointed by the
United States Trustee.


NATIVE WHOLESALE: May 20 Hearing on Trustee's Case Conversion Plea
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
will convene a hearing on May 20, 2013, at 10 a.m., to consider
the U.S. Trustee's motion to convert Native Wholesale Supply
Company's case to one under Chapter 7 of the Bankruptcy Code.

According to Tracy Hope Davis, the U.S. Trustee for Region 2:

   1. the Debtor has an inability to perform the statutory duties
of a debtor-in-possession and to comply with the requirements of
the Chapter 11 Operating Guidelines;

   2. the Debtor has failed to file monthly financial reports for
the months of February and March 2013.

                      About Native Wholesale

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States.  It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor.  Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
at Hodgson Russ LLP.

No trustee, examiner or creditors' committee has been appointed in
the case.


NEOGENIX ONCOLOGY: Plan Confirmation Hearing Tomorrow
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland will
convene a hearing May 2, 2013, at 11:00 a.m. to consider
confirmation of Neogenix Oncology, Inc.'s First Amended Plan of
Liquidation.

The explanatory disclosure statement was earlier approved by the
bankruptcy judge.  According to the document, the Plan
contemplates a liquidation of the Debtor's assets and a
distribution of cash, provision of a D&O Release, or distribution
of PB Stock to holders of allowed claims and allowed interests
consistent with applicable provisions of the Plan and the
Bankruptcy Code.

Upon the Effective Date, (a) the Debtor will cause all of its
assets and the assets of its estate to be transferred to the
liquidating trust in accordance with the Plan; and (b) the members
of the Debtor's board of directors will be deemed to have
resigned.

All cash necessary for the Liquidating Trustee to make payments of
cash pursuant to the Plan will be obtained from: (a) the Debtor's
cash on hand, (b) cash received in liquidation of the remaining
assets, and (c) net proceeds of the causes of action.  On the
effective date, the Debtor will transfer with the help of
Precision Biologics the PB Stock to the liquidating trust.

The Plan contemplates the full payment of Allowed Administrative
Expense Claims, Allowed Priority Tax Claims, Allowed Secured
Claims, Allowed Non-Tax Priority Claims, and Allowed General
Unsecured Claims.  In addition, the Plan also contemplates a
significant distribution to Allowed Interests (Common Stock).

On the Effective Date, the Debtor's Directors and Officers will
receive the D&O Releases in full and final satisfaction of the
Allowed Director and Officer Indemnification Claims.

All Unexercised Stock Options will be cancelled on the Effective
Date and shall be of no further force or effect.

A copy of the First Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/neogenix.doc280.pdf

                      About Neogenix Oncology

Neogenix Oncology Inc. in Rockville, Maryland, filed a Chapter 11
petition (Bankr. D. Md. Case No. 12-23557) on July 23, 2012, in
Greenbelt with a deal to sell the assets to Precision Biologics
Inc., absent higher and better offers.

Founded in December 2003, Neogenix is a clinical stage, pre-
revenue generating, biotechnology company focused on developing
therapeutic and diagnostic products for the early detection and
treatment of cancer.  Neogenix, which has 10 employees, says it
its approach and portfolio of three unique monoclonal antibody
therapeutics -- mAb -- hold the potential for novel and targeted
therapeutics and diagnostics for the treatment of a broad range of
tumor malignancies.

Thomas J. McKee, Jr., Esq., at Greenberg Traurig, LLP, in McLean,
Virginia, serves as counsel.  Kurtzman Carson Consultants LLC is
the claims and notice agent.

The Debtor estimated assets of $10 million to $50 million and
debts of $1 million to $10 million.

W. Clarkson McDow, Jr., U.S. Trustee for Region 4, appointed seven
members to the committee of equity security holders.

Sands Anderson PC represents the Official Committee of Equity
Security Holders.  The Committee tapped FTI Consulting, Inc., as
its financial advisor.


NORSE ENERGY: Has $3.8 Million Final Loan Approval
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Norse Energy Corp. USA, the holder of oil and gas
leases on 130,000 acres in central and western New York, received
final approval from the bankruptcy court for $3.8 million in
secured financing.  The loan requires proposing a reorganization
plan or beginning to sell the assets by July.

                       About Norse Energy

Norse Energy Corp. USA filed a Chapter 11 bankruptcy petition
(Bankr. W.D.N.Y. Case No. 12-13685) on Dec. 7, 2012.

The Debtor is the U.S. subsidiary of Norse Energy Corp. ASA from
Lysaker, Norway.  The Debtor is the holder of oil and gas leases
on 130,000 acres in central and western New York.  The oil and gas
exploration and production company said financial problems were
the result of a moratorium on drilling in New York.

The Debtor disclosed $12.6 million in assets and $36 million in
liabilities in its schedules.

The Debtor is represented by Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, New York.


NUVILEX INC: Clarifies that It's Not a Shell Company
----------------------------------------------------
Nuvilex, Inc., has amended its quarterly report for the period
ended July 31, 2011, solely to change the mistaken shell company
box to correctly state: "No."  This indicates the Company is NOT a
shell company as defined in Rule 12b-2 of the Exchange Act.
Nuvilex was not in 2011, and is not today, a shell company.  The
Yes box was inadvertently and inappropriately marked when the 10Q
submission was filed in 2011 and this error is now corrected as a
result of this Amendment #2.

The telephone number has also been updated to the correct present
number for the company.  No other changes have been made to the
Form 10-Q that was originally filed in September 2011 for the
period ended July 31, 2011, and thus no additional pages are
submitted herewith.

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

                         http://is.gd/RRWGvs

                          About Nuvilex Inc.

Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to
focus on developing and marketing products designed to improve the
health and well-being of those who use them.  The Company reported
a net loss of $1.89 million on $66,558 of total revenue for the
year ended April 30, 2012, compared with a net loss of $1.39
million on $125,997 of total revenue during the prior year.

The Company's balance sheet at Jan. 31, 2013, showed $2.45 million
in total assets, $3.90 million in total liabilities, $580,000 in
preferred stock, and a $2.02 million total stockholders' deficit.

Robison, Hill & Co., issued a "going concern" qualification on the
consolidated financial statements for the year ended April 30,
2012, citing recurring losses from operations which raises
substantial doubt about the Company's ability to continue as a
going concern.


NYTEX ENERGY: To Buy Back 2.7 Million Common Shares
---------------------------------------------------
NYTEX Energy Holdings, Inc.'s Board of Directors has approved the
repurchase of up to an aggregate of 2.7 million shares of its
common stock, or approximately 10% of outstanding common shares.
The repurchases will be made from time-to-time on the open market
at prevailing market prices.  The repurchase program is expected
to continue over the next 12 months unless extended or shortened
by the Board of Directors.

The timing and amount of any repurchase will depend on economic
and market conditions, the trading price and other factors and any
purchases will be executed in compliance with applicable laws and
regulations.  The plan does not obligate the Company to acquire
any particular amount of common stock and can be implemented,
suspended or discontinued at any time without prior notice at the
Company's sole discretion.  The share repurchase program will be
funded with the Company's available working capital.

Michael Galvis, NYTEX President and CEO, commented, "Based on
current market prices, we believe that the repurchase program is
in the best interests of our stockholders."  Mr. Galvis added,
"Our share repurchase program reflects the Board's continued
confidence in the Company's future performance and underscores our
continued commitment to delivering increased value to
shareowners."

                         About NYTEX Energy

Located in Dallas, Texas, Nytex Energy Holdings, Inc., is an
energy holding company with operations centralized in two
subsidiaries, Francis Drilling Fluids, Ltd. ("FDF") and NYTEX
Petroleum, Inc. ("NYTEX Petroleum").  FDF is a 35 year old full-
service provider of drilling, completion and specialized fluids
and specialty additives; technical and environmental support
services; industrial cleaning services; equipment rentals; and
transportation, handling and storage of fluids and dry products
for the oil and gas industry.  NYTEX Petroleum, Inc., is an
exploration and production company focusing on early stage
development of minor oil and gas resource plays within the United
States.

NYTEX Energy disclosed a net loss of $5.15 million in 31, 2012, as
compared with net income of $16.75 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $9.67 million in total
assets, $1.69 million in total liabilities, $5.76 million
in preferred stock, Series A convertible, and $2.21 million in
total stockholders' equity.


OLD SECOND: Reports $5.5 Million Net Income in First Quarter
------------------------------------------------------------
Old Second Bancorp, Inc., reported net income of $5.47 million on
$17.49 million of total interest and dividend income for the three
months ended March 31, 2013, as compared with a net loss of $2.96
million on $19.45 million of total interest and dividend income
for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $1.95
billion in total assets, $1.87 billion in total liabilities and
$75.85 million in total stockholders' equity.

Bill Skoglund, Chairman and CEO said, "First quarter results
depict a once again profitable organization transitioning through
an improving but still challenging marketplace.  Our businesses
are working through difficult issues in an environment of
historically low interest rates while facing intense competition
from both smaller scale community banking entities as well as much
larger financial entities.  We also continue to make great
progress in putting legacy asset quality issues behind us."

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

                        http://is.gd/EOsPm4

                         About Old Second

Old Second Bancorp, Inc., is a financial services company with its
main headquarters located in Aurora, Illinois.  The Company is the
holding company of Old Second National Bank, a national banking
organization headquartered in Aurora, Illinois and provides
commercial and retail banking services, as well as a full
complement of trust and wealth management services.  The Company
has offices located in Cook, Kane, Kendall, DeKalb, DuPage,
LaSalle and Will counties in Illinois.

Old Second reported a net loss available to common stockholders of
$5.05 million in 2012, as compared with a net loss available to
common stockholders of $11.22 million in 2011.


ORCHARD BRANDS: S&P Assigns 'B' CCR; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Beverly, Mass.-based Orchard Brands
Corp.  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and a
'4' recovery rating to the company's proposed $180 million first-
lien term facility.  The '4' recovery rating indicates S&P's
expectation of an average (30% to 50%) recovery of principal for
first lien creditors in the event of default.

S&P also assigned its 'CCC+' issue-level rating and a '6' recovery
rating to the Orchard Brands' proposed $50 million second-lien
term facility.  The '6' recovery rating indicates S&P's
expectation of negligible recovery (0% to 10%) for second-lien
creditors in the event of a payment default or bankruptcy.

"We expect the company to use proceeds from the new facilities and
cash on its balance sheet to refinance all of its existing debt,"
said credit analyst Kristina Koltunicki.

"The ratings on Orchard Brands reflect our assessment of the
company's "vulnerable" business risk profile and "highly
leveraged" financial risk profile."

The stable outlook reflects S&P's view that the company will grow
revenues, which will benefit EBITDA as it leverages its highly
fixed cost structure.  S&P believes that circulation levels of the
catalog will increase, driving costs up; however, continued
infrastructure and cost savings initiatives will offset the
potential for margin declines.  Due to the high fixed costs
associated with this business, S&P expects significant quarter to
quarter volatility.

S&P could lower the ratings on Orchard Brands if operating
performance deteriorates as a result of a weakening top line
coupled with increasing costs, leading to a decline in
profitability.  Under this scenario, revenues would be about 1%
below S&P's forecasted levels and selling, general, and
administrative costs would be higher by approximately 1%.  This
would lead to a leverage increase of about 6.0x.  A lower rating
is also possible if liquidity becomes "less than adequate" or
"weak" as a result of covenant cushion declining below 15% due to
lower EBITDA generation.

Alternatively, S&P could raise the ratings on Orchard Brands if
the company is able to improve credit protection measures as a
result of higher revenue growth or lower costs.  Under this
scenario, consumers would gravitate to the Internet rather than
catalog purchases faster than S&P anticipates, leading to revenue
growth of about 2% ahead of its projections.  At that time, debt-
to-EBITDA would decrease to approximately 4.0x.  In order for an
upgrade to occur, the company would need to maintain these metrics
on a sustained basis.


ORCHARD SUPPLY: Amends Waiver Agreement with Term Loan Lenders
--------------------------------------------------------------
In connection with a waiver dated Feb. 14, 2013, to the Amended
and Restated Senior Secured Term Loan Agreement, dated as of
Dec. 22, 2011, with Gleacher Products Corp. as Term Administrative
Agent, as Collateral Agent, and as Sole Bookrunning Manager and
Sole Lead Arranger, the Company and the Lenders amended certain
undertakings required of the Company in connection with the
Waiver, including extending the May 1, 2013, requirement to
achieve a mutually acceptable agreement with the Term Loan lenders
such that an agreement with respect to a transaction to
deleverage, or modify or otherwise address the Company's capital
structure is required to be agreed to by June 30, 2013.

While the Company anticipates continued compliance with the terms
and conditions of the Waiver, including reaching a mutually
acceptable agreement with the Term Loan lenders by June 30, 2013,
with regard to a transaction to deleverage, or modify or otherwise
address the Company's capital structure, failure to comply with
the terms and conditions of the Waiver could cause the
effectiveness of the Waiver to terminate.  Upon such a
termination, there would be a default under the Term Loan and, as
a result, the lenders under the Term Loan could declare the
outstanding indebtedness to be due and payable, in acceleration of
the current maturity dates of Dec. 21, 2013, and Dec. 21, 2015.
As a result of the cross-default provisions in the Company's debt
agreements, a default under the Term Loan could result in a
default under, and the acceleration of, payments in the Credit
Agreement.  There is no assurance that the Company will be able to
comply with all of the terms and conditions of the Waiver,
including reaching the above-referenced agreement with the Term
Loan lenders, and any such agreement is likely to be significantly
dilutive to the Company's stockholders or even lead to a complete
loss of their investment.

                       About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

As reported by the Troubled Company Reporter on March 8, 2013,
Orchard Supply on Feb. 11, 2013, expanded its existing Senior
Secured Credit Facility with Wells Fargo Capital Finance and Bank
of America, N.A., increasing total borrowing capacity to $145
million through the addition of a $17.5 million last-in-last-out
supplemental term loan tranche.  On Feb. 14, the Company obtained
a waiver from current Term Loan lenders related to compliance with
the leverage ratio covenant for the fiscal quarter ended Feb. 2,
2013, and the fiscal quarter ending May 4, 2013, which means that
the next applicable measurement date for the leverage covenant is
Aug. 3, 2013, subject to the Company's continued compliance with
the terms and conditions set forth in the waiver.  The Company
continues to work with Moelis & Co. toward the refinancing or
modification of its Senior Secured Term Loan.  The Company also
continues to explore several actions designed to restructure its
balance sheet for a sustainable capital structure, including
seeking new long term debt or equity.

The Wall Street Journal has reported that Orchard Supply also has
hired restructuring lawyers at DLA Piper and financial adviser FTI
Consulting, while people familiar with the matter said some
lenders involved in restructuring talks have engaged Zolfo Cooper
LLC and Dechert LLP.  WSJ relates people familiar with the talks
said Orchard Supply and its lenders are discussing an out-of-court
restructuring or a so-called prepackaged bankruptcy filing.


                           *     *     *

As reported by the Troubled Company Reporter on Dec. 13, 2012,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Orchard Supply to 'CCC' from 'B-'.  The outlook is
negative.

"We are also lowering our rating on the company's term loan to
'CCC' from 'B-' in conjunction with the downgrade.  The recovery
rating remains '4' recovery rating, indicating our expectation for
average (30% to 50%) recovery in the event of a payment default,"
S&P said.

"The ratings on Orchard Supply reflects Standard & Poor's Ratings
Services' assessment of its financial risk profile as 'highly
leveraged,' which incorporates near-term potential for
noncompliance with financial covenants and significant debt
refinancing risks.  Our view of its business risk profile as
'vulnerable' considers the company's small size relative to the
highly competitive home improvement segment of the retail industry
and its exposure to housing market conditions in California," S&P
said.


OSAGE EXPLORATION: P. Hoffman Held 5.3% Stake as of Jan. 22
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Peter Hoffman, Jr., disclosed that, as of
Jan. 22, 2013, he beneficially owned 2,639,119 shares of common
stock of Osage Exploration and Development, Inc., representing
5.3% of the shares outstanding.  Mr. Hoffman previously reported
beneficial ownership of 3,871,741 common shares or 8% equity
as of Oct. 4, 2012.  A copy of the amended filing is available at:

                        http://is.gd/eMy5mv

                      About Osage Exploration

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

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

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

                         Bankruptcy Warning

"Management of the Company has undertaken steps as part of a plan
to improve operations with the goal of sustaining the Company's
operations for the next 12 months and beyond.  These steps include
(a) assigning a portion of the Company's oil and gas leases in
Logan County, Oklahoma (b) participating in drilling of wells in
Logan County, Oklahoma within the next 12 months, (c) controlling
overhead and expenses and (d) raising additional equity or debt.
There is no assurance the Company can accomplish these steps and
it is uncertain the Company will achieve profitable operations and
obtain additional financing.  There is no assurance additional
financings will be available to the Company on satisfactory terms
and conditions, if at all.  If the Company is unable to continue
as a going concern, the Company may elect or be required to seek
protection from its creditors by filing a voluntary petition in
bankruptcy or may be subject to an involuntary petition in
bankruptcy," according to the Company's annual report for the year
ended Dec. 31, 2012.


OVERSEAS SHIPHOLDING: Enters Into Charter Deal with Capital
-----------------------------------------------------------
Capital Product Partners L.P. on April 30 disclosed that it
reached an agreement with Overseas Shipholding Group Inc. and
certain of OSG's subsidiaries regarding the long term bareboat
charters of three of the Company's product tanker vessels.

On November 14, 2012, OSG made a voluntary filing for relief under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the District of Delaware, and it is currently subject to
bankruptcy proceedings.  CPLP had fixed three IMO II/III
Chemical/Product tankers (M/T Alexandros II, M/T Aristotelis II
and M/T Aris II, all built in 2008 by STX Offshore & Shipbuilding
Co. Ltd.) with long term bareboat charters, to subsidiaries of
OSG.  These bareboat charters had scheduled terminations in
February, July and September of 2018, respectively, and had rates
($13,000 per day) that were substantially above current market
rates.

CPLP has agreed to enter into new charters with OSG on
substantially the same terms as the prior charters but at a
bareboat rate of $6,250 per day.  OSG has the option of extending
the employment of each vessel following the completion of the
bareboat charters for an additional two years on a time chartered
basis at a rate of $16,500 per day.  The new charters were
approved by the Bankruptcy Court on March 21, 2013.  The new
charters are effective as of March 1, 2013 (provided that in the
case of the M/T Alexandros II, which was delivered back to CPLP on
January 22, 2013, no payment and guarantee obligations shall arise
prior to the completion of its dry docking and re-delivery to OSG,
which is expected to take place between March 1 and May 15, 2013).
On the same date, the Bankruptcy Court also rejected the previous
charters as of March 1, 2013.  Rejection of each charter
constitutes a material breach of such charter, and CPLP is
reserving its rights to make claims as a result of this breach for
the difference between the reduced amount of the new charters and
the amount due under each of the rejected charters.  No assurance
can be given that the Company will be successful in pursuing its
claims in the bankruptcy proceedings.

The disclosure was made in Capital Product's earnings release for
the first quarter ended March 31, 2013, a copy of which is
available for free at http://is.gd/hoKHL7

                    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.


PEACHTREE CASUALTY: A.M. Best Affirms 'B' Finc'l. Strength Rating
-----------------------------------------------------------------
A.M. Best Co. has revised the outlook to negative from stable and
affirmed the financial strength rating of B (Fair) and the issuer
credit rating of "bb" of Peachtree Casualty Insurance Company
(Peachtree) (Longwood, FL).

The revised outlook reflects Peachtree's unprofitable operating
performance in recent years, as a result of the loss trends in the
personal injury protection and bodily injury coverages' that are
part of the non-standard automobile lines of business it writes
exclusively in Florida. Contributing to the underwriting losses
was the strengthening of reserve levels in prior accident years
following a comprehensive review of all claim files. It is
anticipated that future reserve development trends will improve as
a result of current management's more conservative reserving
practices.

The ratings reflect the elevated financial leverage at PGIA
Holdings LLC, Peachtree's ultimate parent. The negative rating
factors are partially offset by the aggressive actions being taken
by the current management team to improve profitability through
the implementation of underwriting and operational strategies as
well as more refined pricing segmentation.

Negative rating actions could result if the company's operating
performance were to continue to deteriorate or there was an
unexpected material decline in risk-adjusted capitalization.


PEAK RESORTS: Has Until July 27 to File a Chapter 11 Plan
---------------------------------------------------------
The Hon. Margaret Cangilos-Ruiz of the U.S. Bankruptcy Court for
the Northern District of New York early last month extended Peak
Resorts, Inc. et al.'s exclusive periods to propose a Chapter 11
Plan until July 27, 2013, and solicit acceptances for that plan
until Sept. 25, respectively.

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PENSON WORLDWIDE: S&P Withdraws 'D' Ratings
-------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'D'
counterparty credit and issue ratings on Penson Worldwide Inc.
The 'D' ratings on Penson reflected its filing for Chapter 11
bankruptcy protection on Jan. 11, 2013.  S&P withdrew the ratings
because the company is in liquidation.


PHILADELPHIA HOUSING: Returns to Local Control After 2 Years
------------------------------------------------------------
After two years under federal receivership, U.S. Housing and Urban
Development (HUD) Assistant Secretary Sandra Henriquez officially
returned the Philadelphia Housing Authority (PHA) to the City of
Philadelphia and welcomed the newly appointed 9-member Board of
Commissioners.

"We are here because of the untiring efforts of HUD's receivership
team, in particular Estelle Richman, and a new management team at
PHA to restore the credibility of this agency for the citizens of
Philadelphia," said Henriquez.  "It's a great day for the City,
the housing authority, HUD, and most importantly, the residents
who rely on the housing and services PHA provides."

In a ceremony at the housing authority's board meeting, Henriquez
presented a declaration to the City releasing PHA from federal
control.  Joining Henriquez was Suzanne Biemiller, First Deputy
Chief of Staff to Mayor Michael Nutter, former HUD Senior Advisor
Estelle Richman, who served as Chairman of the PHA Board during
the receivership, and PHA President and CEO Kelvin Jeremiah.

"I want to thank U.S. Department of Housing and Urban Development
Secretary Shaun Donovan, Assistant Secretary Sandra Henriquez and
Estelle Richman, the Secretary's senior advisor who acted as PHA's
sole board member through this time of transition.  I deeply
appreciate their cooperation and support.  Now, with PHA's return
to local control, the City of Philadelphia has the opportunity to
better coordinate housing policy, related investment decisions and
neighborhood revitalization in a transparent and coherent manner
that involves all housing agencies and stakeholders for the
benefit of the people who live in PHA housing and all
Philadelphians," said Mayor Michael A. Nutter.  "Equally
important, the re-establishment of local control with a new
governance structure means real accountability.  The Authority in
all its actions is responsible to the Mayor who, in turn, is
answerable to the voters.  This significant reform could not have
been achieved without the strong support of the Philadelphia City
Council, the Pennsylvania House of Representatives, the
Pennsylvania Senate and Gov. Corbett.  Under PHA President Kelvin
Jeremiah's leadership, PHA has instituted strong internal
controls, and now with a talented PHA Board of Commissioners
prepared to carry out its duties, a new era of accountability,
responsibility and transparency begins that will benefit PHA
residents and staff and all Philadelphians."

"I take pride and pleasure in having this opportunity to leave
this agency with the team we have in place," said Richman.  "The
time has come for HUD to step aside and allow this agency to
continue the progress it has made independent of the federal
government.

"Thanks to the collective leadership and the support of HUD, Mayor
Nutter and Council President Darrell Clarke, PHA is ready to
revert to local control after more than two years in receivership.

This, along with strong internal controls, an experienced
executive staff and a dedicated board, has truly equipped the
agency to operate efficiently and effectively for years to come."
said Jeremiah.  "I believe this committed board, with its wide
range of experiences in the community, can govern the agency in a
thoughtful and highly ethical manner.  Today marks an important
achievement for PHA and its staff.  We are no longer looking to
the past with regret and disappointment.  Instead, we are looking
forward to the future, to seize the opportunities it holds, and to
take back PHA's good name and reclaim its legacy."

HUD took over PHA in March 2011 and named Richman PHA Board Chair
to oversee operations of the agency as the one-member Board. A new
management team was put in place and successfully established
policies and procedures that moved the agency forward that
restored credibility to the agency.

Over the last two years, PHA has put in place stricter internal
controls, a stronger management structure, and a robust audit and
compliance department.  The agency also has a fully functional
Human Resources Department and Office of General Counsel.  The
Human Resources staff has trained all employees on the rules of
engagement, including, but not limited to, standards of ethical
conduct and Equal Employment Opportunity policies.

In 2012, the Pennsylvania General Assembly passed a measure to
increase the number of board members from five to nine and gave
the Mayor the authority to appoint all Commissioners with City
Council approval.  Two of the Commissioners are PHA residents.  In
the same year, Mayor Nutter appointed the following individuals to
serve on the PHA Board of Commissioners: Lynette M. Brown-Sow,
Vice President of Marketing and Communications Community College
of Philadelphia; Leslie D. Callahan, PhD, Pastor of St. Paul's
Baptist Church in North Philadelphia; Rev. Bonnie Camarda,
Director of Partnerships for the Salvation Army of Eastern
Pennsylvania and Delaware; Hon. Nelson A. Diaz, partner at
Dilworth Paxson, LLP; Shellie R. Jackson, PHA resident; Joan
Markman, Esq., Chief Integrity Officer for the City of
Philadelphia; Kenneth A. Murphy, Esq. partner at Drinker Biddle &
Reath, LLP; Vernell Tate, PHA resident and president of the
resident council at Spring Garden Apartments; Herbert Wetzel,
former Executive Director of the Redevelopment Authority, housing
expert for the Philadelphia City Council.

The new board, which over the past few months have attended board
and residents meetings, has received extensive training from PHA
and HUD, including sessions on Ethical Conduct, Conflict of
Interest, EEO and the Fair Housing Act.  Last month, Richman
appointed Jeremiah, an expert in compliance and investigations,
the president and CEO of PHA.


PHOENIX COS: S&P Keeps 'B-' Rating on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services said that it was keeping its
'B-' long-term counterparty credit rating on The Phoenix Cos.
(Phoenix) on CreditWatch with negative implications, where S&P
initially placed it on March 8, 2013.

"The CreditWatch listing reflects the risks associated with a
potential acceleration of principal due to a technical breach of a
reporting covenant on Phoenix's $252.7 million 7.45% quarterly
interest bonds due 2032 should investors chose to move forward
with that action," said Standard & Poor's credit analyst Patrick
Wong.

In November 2012, Phoenix disclosed that it will restate its
generally accepted accounting principles (GAAP) financial
statements for the years ended December 2011, 2010, and 2009, as
well as the certain interim periods through second-quarter 2012.
The restatement will correct certain errors related to the
classification of items on the consolidated statement of cash
flows in these periods.  As a result of the delayed financial
filings, Phoenix entered into a technical breach of a reporting
covenant and offered a solicitation to bondholders to avoid an
event of default by extending the reporting deadline.  Phoenix
successfully attained the waiver, but does not expect to complete
its restatement within the cure period that ends on May 31, 2013.

Failure to remedy the current restatement within 60 days of notice
from the trustee would constitute an event of default and would
allow the holders of not less than 25%, in aggregate principal
amount, of the outstanding bonds to declare the principal of all
related bonds outstanding to be due and payable immediately.
While Phoenix has announced that it will seek to obtain a second
reporting covenant waiver, thus amending the indenture governing
the bonds, the CreditWatch listing reflects the potential capital
strain and S&P's concerns surrounding holding company liquidity if
acceleration of the $252.7 million of outstanding principal were
payable immediately.

As Phoenix has publically stated, the consent solicitation would
allow the company to extend the date for providing the bond
trustee with its third-quarter 2012 Form 10-Q, 2012 Form 10-K, and
its quarterly reports on Form 10-Q for the first, second, and
third quarters of 2013 through Dec. 31, 2013.  The solicitation
follows management's conclusion that it requires additional time
to provide the 2012 reports and its belief that this extension
provides adequate time to resume a timely filing schedule.

As of year-end 2012, Phoenix has reported estimates of
$144.5 million in cash and marketable securities at the holding
company, and its regulated insurance operating subsidiary dividend
capacity of about $78 million for 2013.  Phoenix is now showing
continued improvement in its overall holding company liquidity
position, financial flexibility, and relative strength in its
statutory earnings from new business and run-off regulatory closed
block.  Phoenix Life Insurance Co. (PLIC) continues to perform
within S&P's rating expectations earning net gains from operations
of $160.5 million, as well as net income of $156 million.

"The CreditWatch indicates that we could lower our ratings on
Phoenix if we believe it's increasingly unlikely that the company
will meet its filing deadline or if it seems unable to remedy
potential noteholder acceleration," Mr. Wong continued.  "On the
other hand, we may resolve the CreditWatch and affirm the ratings
if Phoenix files all restated and up-to-date 10-K/Q before its
stated goal of Dec. 31, 2013."


POSITIVEID CORP: Copy of Certificate of Incorporation
-----------------------------------------------------
PositiveID Corporation has amended its report with the U.S.
Securities and Exchange Commission to file a complete copy of the
Company's Certificate of Incorporation, including the Certificate
of Amendment, and to correct a typographical error with respect to
the effective date and record date for the Reverse Stock Split.
The effective date and record date for the Reverse Stock split was
April 23, 2013.  A copy of the Amended Certificate of
Incorporation is available for free at http://is.gd/112X1G

                          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.


POWER BUYER: Moody's Rates 'B2' Rating to $495-Mil. Debt Facility
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and B3-PD probability of default rating to Power Buyer, LLC. In
addition, Moody's assigned a B2 rating to the company's proposed
$495 million first lien senior secured credit facility. This
facility will include a $60 million senior secured revolving
credit facility, a $385 million senior secured first lien term
loan, and a $50 million delayed draw senior secured first lien
term loan.

Moody's also assigned a Caa2 rating to the anticipated $140
million second lien senior secured term loan. The proceeds from
the credit facility and term loans will be used to complete the
acquisition of PowerTeam Services and to refinance existing debt.
A stable rating outlook was assigned.

The following ratings were assigned in this rating action:

  Corporate Family Rating B3;

  Probability of Default Rating B3-PD;

  $60 million senior secured revolving credit facility B2 (LGD3,
  39%);

  $385 million senior secured first lien term loan B2 (LGD3,
  39%);

  $50 million delayed draw senior secured credit facility B2
  (LGD3, 39%);

  $140 million senior secured second lien term loan Caa2 (LGD6,
  90%).

This is a newly initiated rating and this is Moody's first press
release on this issuer.

Ratings Rationale:

The B3 corporate family rating reflects Power Buyer's elevated
financial leverage, acquisitive history, small size, and lack of
geographic and end-market diversification versus other rated
engineering and construction companies. The company is primarily
focused on providing services to one industry, gas and electric
utilities, and its operations are concentrated in the southeastern
and central US. The company has no exposure to other end-markets
and geographic regions. The rating also reflects the risks
associated with combining two recently acquired businesses and the
lack of operating history in the current business configuration.

Power Buyer's ratings are supported by the recurring nature of the
repair and maintenance services it provides and its above average
industry margins. The company's rating also benefits from
favorable industry dynamics due to the aging of pipelines, power
lines and other transmission infrastructure, and the trend towards
outsourcing of maintenance work by gas and electric utilities.

Moody's expects Power Buyer to maintain strong profitability and
to generate revenue of approximately $515 million over the next 12
months. The company's operating results will continue to be
supported by its master service agreements (MSA's) and blanket
contracts with long-term utility customers and its track record of
timely project execution. This should enable the company to
generate positive free cash flow and pay down a modest amount of
debt. However, the company is expected to maintain an elevated
leverage ratio of approximately 5.5x including Moody's standard
adjustments excluding potential further acquisition activity.
Power Buyer's pro forma liquidity should be adequate since the
company has no plans to draw on the $60 million revolver and will
have no near-term debt maturities.

The stable outlook presumes the company's operating results will
modestly improve over the next 12 to 18 months and result in
gradually improved credit metrics. It also assumes the company
will carefully balance its leverage with its growth strategy.

The ratings could experience upward pressure if the company
maintains stable margins, generates positive free cash flow and
reduces its leverage ratio below 5.0x.

Negative rating pressure could develop if deteriorating operating
results, debt financed acquisitions or shareholder dividends
result in funds from operations (CF from operations before working
capital changes) declining below 10% of outstanding debt or the
leverage ratio rising above 6.0x. A significant reduction in
borrowing availability or liquidity could also result in a
downgrade.

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

Headquartered in Plymouth, Michigan, Power Buyer, LLC is a
domestically focused utility transmission and distribution
infrastructure services company, offering natural gas and electric
utilities a wide array of services that help to maintain and
upgrade their infrastructure and operate more efficiently and
reliably. The company generated pro form revenue of approximately
$486M for the trailing 12-month period ended December 31, 2012.
Kelso & Company is the majority owner of Power Buyer, LLC.


POWERWAVE TECHNOLOGIES: Has OK to Tap DIP Loans/Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave final
authority for Powerwave Technologies, Inc., to obtain postpetition
financing and access cash collateral.

The DIP Facility provides the Debtors a $5.0 million senior
secured priming term loan.  P-Wave Holdings, LLC, as agent for the
DIP Lenders, will be granted valid priming first priority
perfected liens, subject only to a carve-out on substantially all
of the Debtor's assets to secure the Debtor's obligations under
the DIP Documents.  P-Wave is also granted superpriority
administrative claim, subject only to the carve-out.

The Debtor's cash collateral secures its prepetition indebtedness
to P-Wave.  The cash collateral will be used to continue
operations and to administer and preserve the value of the
Debtor's estate.  As a result of the Debtor's authorization to use
the Cash Collateral, P-Wave is granted adequate protection for any
diminution in the value of its interest in the prepetition
collateral.  The Cash Collateral will be used in accordance to a
four-week budget commencing with the week ending April 26, 2013.

The Debtor's authority to use the Cash Collateral and the DIP
Facility automatically and immediately terminates upon the
occurrence and continuation of certain "termination events"
enumerated in loan documents.  Among other things, the Debtor is
required to follow milestones with respect to the sale of all or
substantially all of its assets or equity.  The Debtor is required
to conduct an auction no later than May 13, 2013.  A final order
of the Court approving the sale must be entered no later than May
17, and the closing of the sale must occur no later than the
earlier of (A) five days after entry of the Sale Order, if the
purchaser waives the requirement that the Sale Order become a
final order, and (B) 15 days after entry of the Sale Order, if the
purchaser does not waive the requirement that the Sale Order
become a final order.

                   About Powerwave Technologies

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

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

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

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

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

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

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


POWERWAVE TECHNOLOGIES: Hires Hilco as Receivables Servicer
-----------------------------------------------------------
Powerwave Technologies, Inc., sought and obtained permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Hilco Receivables, LLC, as receivables servicer, to collect
outstanding trade accounts due and owing to the Debtor.

For its services, Hilco will be entitled to receive 4% of the
"gross cash receipts," which means all payments received,
regardless of source, which apply to an account, whether by cash,
check, wire transfer, or credit card, or as a result of suit.

Eric W. Kaup, principal of Hilco Receivables, LLC, assured the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estate.

                   About Powerwave Technologies

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

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

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

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

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

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

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


POWERWAVE TECHNOLOGIES: Houlihan Lokey Replaces Sandler as Banker
-----------------------------------------------------------------
Powerwave Technologies, Inc., obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Houlihan
Lokey Capital, Inc., as investment banker, replacing Sandler
O'Neill & Partners, L.P.

Sandler is directed to transfer to the Debtor $37,500, which
represents one-half of the firm's retainer fee.

                   About Powerwave Technologies

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

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

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

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

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

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

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


POWERWAVE TECHNOLOGIES: Rejects Steven Global Logistics Agreement
-----------------------------------------------------------------
Powerwave Technologies, Inc., sought and obtained authority from
the U.S. Bankruptcy Court for the District of Delaware to reject
its logistics agreement with Stevens Global Logistics, Inc.,
effective as of March 1, 2013.

                   About Powerwave Technologies

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

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

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

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

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

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

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


RADIOSHACK CORP: Amends First Quarter Form 10-Q
-----------------------------------------------
Radioshack Corporation filed an amendment to its quarterly report
for the period ended March 31, 2013, solely to correct certain
amounts included in a table under the heading "Comparative
Information" on page 22.  The table was included to present the
Company's results from continuing operations in a manner that
reflects the reclassification of the Company's Target Mobile
centers to discontinued operations.  The annual amounts in the
table labeled as gross profit for the years ended Dec. 31, 2011,
2010, and 2009, have been corrected.  A copy of the Amended
Quarterly Report is available for free at http://is.gd/bsUhP0

                         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.  Radioshack's
balance sheet at Dec. 31, 2012, showed $2.29 billion in total
assets, $1.70 billion in total liabilities and $598.7 million in
total stockholders' equity.

                           *     *     *

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 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.

As reported by the TCR on March 6, 2013, Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa1 from B3 and probability of default rating to Caa1-PD from B3-
PD.  RadioShack's Caa1 Corporate Family Rating reflects Moody's
opinion that the overall business strategy of the company to
reverse the decline in profitability has not gained any traction.


RANCHER ENERGY: Evaluating Opportunities for Expansion
------------------------------------------------------
Rancher Energy Corp. mailed a letter to its shareholders regarding
the Company's status.

As of March 31, 2013, the Company had cash balances in its bank
accounts of approximately $2,126,000, and a nominal amount of
other assets valued at $250,000.  The Company's liabilities at
March 31, 2013, were approximately $100,000.

"We are evaluating opportunities that range from expansion of our
business through the acquisition of oil and gas properties to
acquiring companies or entering into some form of a business
combination, which we believe will result in substantially
enhanced shareholder value," said Jon Nicolaysen, president
of Rancher Energy Corporation.  "Our business objective is to
either acquire or acquire control of one or more businesses or
assets through a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination."

The text of the correspondence is available for free at:

                        http://is.gd/qva8A3

                        About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  Through March 2011, the Company
operated four oil fields in the Powder River Basin, Wyoming.

Effective March 1, 2011, the Company sold all of its oil and gas
properties, which has allowed it to eliminate the majority of its
debt and also provide financial resources during its continuing
reorganization.

The Company was formerly known as Metalex Resources, Inc., and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
Corp. was incorporated in the State of Nevada on Feb. 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection (Bankr.
D. Colo. Case No. 09-32943) on Oct. 28, 2009.  In its petition,
the Company estimated assets and debts of between $10 million and
$50 million each.

The Debtor is represented by lawyers at Onsager, Staelin &
Guyerson, LLC.

The Company sold substantially all of its assets effective
March 1, 2011, to Linc Energy Petroleum (Wyoming), Inc. in
exchange for cash of $20 million plus other potential future
consideration up to $825,000, and subject to other adjustments.
The deal was approved Feb. 24, 2011.

As reported in the Troubled Company Reporter on March 25, 2011,
the Company delivered to the Bankruptcy Court a first amended
Chapter 11 plan of reorganization, and first amended disclosure
statement explaining that plan.

The Bankruptcy Court approved the Second Amended Plan of
Reorganization and accompanying Disclosure Statement of Rancher
Energy Corporation on Sept. 10, 2012.  The Plan became effective
on Oct. 10, 2012.

The Company's balance sheet at Dec. 31, 2012, showed $2.65 million
in total assets, $109,760 in total liabilities and $2.54 million
in total stockholders' equity.


READER'S DIGEST: Enters Into European Licensing Deals with Tarsago
------------------------------------------------------------------
The Reader's Digest Association, Inc. on April 30 disclosed that
it has licensed its operations in France, Belgium and the Nordic
region to SAPE, and in Poland, Romania and Hungary to Tarsago
Media Group.  Both of these agreements required US Bankruptcy
Court approval, which the Company previously received.  The
partnerships took effect on April 30.

The Company's licensing initiative is one of the core pillars of
its transformation plan.  Last summer, the Company licensed its
businesses in Spain and Portugal to SAPE.  The Company continues
to pursue licensing agreements for its international business in
other regions.

"[Tues]day marks a big step in Reader's Digest Association's plan
to transform our international business by enabling us to reduce
corporate overhead to achieve a sustainable debt structure and to
simplify our business," said Robert E. Guth, CEO of Reader's
Digest Association.  "While we still have more to do, we believe
that these licensing transactions will provide the Company with
steady revenue streams and enable us to maintain our global
footprint without the costs associated with running these
businesses.  In addition, both of our licensees are excellent
strategic partners for Reader's Digest and know our business
well."

Both SAPE and Tarsago have extensive understanding of the Reader's
Digest business.  SAPE is a leader in Spain and Portugal in mail
order and direct selling, and last year began a partnership with
RD through the licensing of the Iberia business.  Tarsago is co-
owned by a former RD Central Europe executive.

Mr. Guth continued, "I would like to thank the France, Nordic,
Poland, Romania and Hungary teams for their significant
contributions to Reader's Digest International and for everyone's
efforts in making these transactions possible.  I look forward to
a close working relationship and successful partnership with these
teams in the future."

The Company expects all affected RDA employees will transition
with the businesses to the new owners.

                      About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands.  For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013,
with an agreement with major stakeholders for a pre-negotiated
chapter 11 restructuring.  Under the plan, the Debtor will issue
the new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


REALOGY CORP: Issues $500 Million Senior Notes
----------------------------------------------
Realogy Group LLC together with The Sunshine Group (Florida) Ltd.
Corp, issued $500 million aggregate principal amount of 3.375%
senior notes due 2016, under an indenture, dated as of April 26,
2013, with The Bank of New York Mellon Trust Company, N.A., as
trustee for the Notes.  The Notes were issued in a private
offering exempt from the registration requirements of the
Securities Act of 1933, as amended, to qualified institutional
buyers in accordance with Rule 144A and to persons outside of the
United States pursuant to Regulation S under the Securities Act.

The Company will use the net proceeds from the offering of the
Notes of approximately $494.5 million, along with borrowings under
its revolving credit facility, to redeem all of the $492 million
aggregate outstanding principal amount of its 11.50% Senior Notes
due 2017 at a redemption premium of 105.75%, plus accrued and
unpaid interest to the redemption date.

The Notes are unsecured senior obligations of the Company and will
mature on May 1, 2016.  The Notes bear interest at a rate of
3.375% per annum.  Interest on the Notes will be payable
semiannually to holders of record at the close of business on
April 15 or October 15 immediately preceding the interest payment
date on May 1 and November 1 of each year, commencing Nov. 1,
2013.

At any time prior to maturity, the Company may redeem all or a
portion of the Notes at a price equal to 100% of the principal
amount of the Notes to be redeemed, plus accrued and unpaid
interest, plus a "make-whole" premium.  The Company may also
redeem up to 40% of the aggregate principal amount of the Notes at
any time and from time to time prior to maturity, with the net
cash proceeds of certain equity offerings at a price equal to
103.375% of the principal amount thereof, plus accrued and unpaid
interest to the date of redemption.  If the Company experiences
certain kinds of changes in control, it must offer to purchase the
Notes at a price equal to 101% of the principal amount, plus
accrued and unpaid interest.  If the Company sells certain assets,
it must offer to repurchase the Notes at 100% of the principal
amount, plus accrued and unpaid interest.

A copy of the Form 8-K is available for free at:

                        http://is.gd/VeNipc

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Holdings Corp. and Realogy Group LLC reported a net loss
attributable to the Companies of $543 million on $4.67 billion of
net revenues for the year ended Dec. 31, 2012.

Realogy Holdings and Realogy Group incurred a net loss of
$441 million on $4.09 billion of net revenues in 2011, following a
net loss of $99 million on $4.09 billion of net revenues for 2010.

The Company's consolidated balance sheets at Dec. 31, 2012, showed
$7.44 billion in total assets, $5.92 billion in total liabilities
and $1.51 billion in total equity.

                        Bankruptcy Warning

"Our ability to make scheduled payments or to refinance our debt
obligations depends on our financial and operating performance,
which is subject to prevailing economic and competitive conditions
and to certain financial, business and other factors beyond our
control.  We cannot assure you that we will maintain a level of
cash flows from operating activities and from drawings on our
revolving credit facilities sufficient to permit us to pay the
principal, premium, if any, and interest on our indebtedness or
meet our operating expenses.

If our cash flows and capital resources are insufficient to fund
our debt service obligations, we may be forced to reduce or delay
capital expenditures, sell assets or operations, seek additional
debt or equity capital or restructure or refinance our
indebtedness.  We cannot assure you 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.

If we cannot make scheduled payments on our debt, we will be in
default and, as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our senior secured credit facility could
     terminate their commitments to lend us money and foreclose
     against the assets securing their borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its annual report for the period ended
     Dec. 31, 2012.

                           *     *     *

In the Dec. 12, 2012, edition of the TCR, Moody's Investors
Service upgraded Realogy Group LLC's Corporate Family and
Probability of Default ratings to B3.  The B3 Corporate Family
rating (CFR) incorporates Moody's view that Realogy's capital
structure has made meaningful progress towards being stabilized
following the issuance of primary equity, and is therefore more
sustainable although still highly leveraged.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


REGIONS FINANCIAL: Moody's Assigns Shelf Ratings to Three Trusts
----------------------------------------------------------------
Moody's Investors Service assigned shelf ratings to Regions
Financial Corporation (senior unsecured of Ba1 stable). The
following shelf ratings were assigned: senior unsecured of (P)Ba1,
subordinate of (P)Ba2, junior subordinate of (P)Ba3, cumulative
preferred stock of (P)Ba3, and non-cumulative preferred stock of
(P)B1.

In the same rating action, Moody's assigned a shelf rating for
backed preferred stock of (P)Ba3 to the following trusts: Regions
Financing Trust IV, Regions Financing Trust V, and Regions
Financing Trust VI.

Ratings Rationale:

Moody's said that Regions' shelf ratings reflect the rating
agency's normal notching practices.

Regions Financial Corporation headquartered in Birmingham,
Alabama, reported total assets of $119.7 billion at March 31,
2013.

The principal methodology used in this rating was Moody's
Consolidated Global Bank Rating Methodology published in June
2012.


RENT-A-CENTER INC: New $250MM Senior Notes Get Moody's Ba3 Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Rent-A-Center,
Inc.'s proposed $250 million guaranteed senior unsecured notes due
2021. Moody's also revised Rent-A-Center's ratings outlook to
stable from positive. The company's Ba2 Corporate Family Rating,
Ba2-PD Probability of Default Rating and Ba3 rating on its
existing $300 million senior unsecured notes due 2020 were
affirmed.

Rent-A-Center intends to use proceeds from the proposed notes to
repay $46 million of revolving loans outstanding under its credit
facility, with the remaining net proceeds to be used for share
repurchases and for general corporate purposes. As of March 31,
2013, Rent-A-Center had approximately $205.2 million remaining
under its $1.0 billion authorized share repurchase program. On
April 26, 2013 the company announced it had increased the
authorization by an additional $250 million to $1.25 billion
resulting in pro forma availability (as of March 31, 2013) of
approximately $455.2 million.

Ratings assigned:

$250 million guaranteed senior unsecured notes due 2021 at Ba3
(LGD 5, 74%)

Ratings affirmed (and LGD assessment updated):

Corporate Family Rating at Ba2

Probability of Default Rating at Ba2-PD

$300 million guaranteed senior unsecured notes due 2020 at Ba3
(LGD 5, 74%)

Ratings Rationale:

The change in outlook to stable reflects the proposed $204 million
increase in debt coupled with the company's announcement that 2013
operating performance will be weaker than originally expected as
delayed federal income tax refunds, rising fuel prices and higher
taxes led to a decline in the portfolio of core rental agreements
in the first quarter -- resulting in reduced earnings guidance for
2013.

Rent-A-Center's pro forma leverage, as measured by lease-adjusted
debt/EBITDA for the twelve months ended March 31, 2013 will
increase to about 4.4 times from about 4.1 times. When considering
the company's revised EBITDA guidance of $400 million, which is
only slightly above 2012 levels, metrics will not improve to
levels consistent with a higher rating over the near-to-
intermediate term.

Rent-A-Center's Ba2 Corporate Family Rating continues to reflect
the company's relatively strong and stable debt protection
measures, leading position in the consumer rent-to-own industry,
moderate business risk, balanced financial policy, and good
liquidity. The rating also reflects potential challenges inherent
with planned expansion of its rent-to-own stores in Mexico,
significant growth of RAC Acceptance units in the US, and
potential impact from new government legislation that may occur
from time-to-time.

The stable outlook reflects Moody's expectation for continued
profitable growth over the longer term, particularly through
ongoing expansion and maturity of rent-to-own stores in Mexico and
RAC Acceptance in the US. The outlook also reflects Moody's view
that liquidity will remain good. While acknowledging that pro
forma financial covenant cushion will modestly tighten due to the
proposed debt issuance and reduced earnings guidance, further
contraction could begin to pressure this view. The outlook also
assumes that management will maintain a balanced financial policy
and the regulatory and litigation environment will remain stable.

A ratings downgrade could result from a sustained decline in same
store sales or profitability, particularly if new store investment
does not achieve expected returns. A downgrade could also stem
from a deterioration in liquidity or any adverse changes in the
regulatory or legal environment. Specific metrics include
debt/EBITDA rising above 4.5 times or EBITA/Interest falling below
2.75 times on a sustained basis.

Demonstrating that new unit growth is achieving a good rate of
return while sustainably improving credit metrics could lead to a
ratings upgrade. Other considerations include continued good
liquidity, balanced financial policies, and a stable regulatory
environment. Quantitatively, debt/EBITDA would need to approach
3.5 times and EBITA/Interest should be sustained above 3.5 times.

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.

Rent-A-Center, Inc., with headquarters in Plano, Texas operates
the largest chain of consumer rent-to-own stores in the U.S. with
4,164 company operated stores and kiosks located in the U.S.,
Canada, Mexico and Puerto Rico. Rent-A-Center also franchises 224
rent-to-own stores that operate under the "ColorTyme" and "Rent-A-
Center" banners. Latest twelve month revenue approached $3.1
billion.


RENT-A-CENTER INC: S&P Cuts CCR to 'BB' & Rates $250MM Notes 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Plano, Texas-based Rent-A-Center Inc. to 'BB'
from 'BB+'.  The outlook is stable.

At the same time, S&P assigned a 'BB-' issue-level rating and a
'5' recovery rating to the proposed $250 million senior unsecured
notes.  The '5' recovery rating indicates S&P's expectation for
modest (10% to 30%) recovery of principal in the event of a
payment default.  S&P also lowered the issue-level rating on the
company's existing 6.625% senior notes to 'BB-' from 'BB', also
with a '5' recovery rating.

Rent-A-Center is issuing the notes to fund a $200 million
accelerated share repurchase, repay $46 million of existing
revolver borrowing, and fund other expenses related to the
transaction.

"The rating on North American rent-to-own retailer Rent-A-Center
Inc. reflects Standard & Poor's Ratings Services' assessment that
while the company's business risk profile will remain "fair" in
the coming year, the financial risk profile will return to
"significant" from "intermediate" due to higher-than-expected debt
levels," said credit analyst Diya Iyer.

"We had expected Rent-A-Center to maintain a moderate financial
policy, funding dividends, share repurchases, and potential
acquisitions mainly with internally-generated cash, while
sustaining debt leverage below 3.0x.  This proposed debt-funded
share repurchase increases lease-adjusted debt-to-EBITDA from 2.8x
through the first quarter of 2013 to 3.3x pro forma, and reduces
interest coverage from 6.2x from 5.1x pro forma."

The outlook is stable, reflecting S&P's expectation for limited
improvement in credit protection measures in the coming year while
maintaining credit ratios indicative of a significant financial
risk profile.

S&P could lower its ratings if the company's credit ratios
deteriorate beyond its expectations due to slower-than-expected
growth both domestically and abroad.  This would lead to low-
single-digit revenue growth and a 100-bp decline in gross margin,
resulting in flat EBITDA.  It could also occur if Rent-A-Center
completed additional debt-financed share repurchases of
$100 million or more in the coming year following this
transaction.  In these scenarios, leverage would approach the mid-
3.0x area and coverage would fall below 5.0x.

Though unlikely, S&P would upgrade Rent-a-Center if it can
demonstrate growth ahead of S&P's expectations, with a 20% sales
increase and 100 bps in gross margin expansion.  At that time,
leverage would decline below 3.0x and coverage would approach
6.0x.


RESIDENTIAL CAPITAL: Wants Plan Exclusivity Until July 10
---------------------------------------------------------
Judge Martin Glenn has entered a bridge order extending
Residential Capital, LLC, and its debtor affiliates' exclusive
plan filing deadline through and until May 7.  A hearing on the
Debtors' exclusivity extension request will also be held on that
date.  Objections were due April 29.

The Debtors are asking Judge Glenn to further extend the exclusive
period during which only the Debtors may file a Chapter 11 plan
through and including July 10, 2013, and the period during which
they have the exclusive right to solicit acceptances of that plan
through and including September 9.

Lewis Kruger, the chief restructuring officer of the Debtors, said
he has devised a work plan aimed toward resolving important plan
issues.  The Work Plan has the following objectives:

   (a) to provide updated business and financial information to
       Creditors;

   (b) to engage each of the Debtors' key stakeholders in
       substantive negotiations regarding major plan issues; and

   (c) to make progress in mediation.

Mr. Kruger relates that he made the negotiations concerning the
proposed settlement with residential mortgage-backed securities
trusts a priority because the costs to the Debtors if the RMBS
Settlement is not approved -- up to $600 million in additional
cure costs and a $44 billion unsecured claim -- could far exceed
the economic outcome if the settlement is resolved.

Mr. Kruger specifies that the Debtors are satisfying each of the
Work Plan objectives by providing updated business and financial
information, engaging all key stakeholders in both formal and
informal discussions concerning major plan issues, and pursuing
the mediation with key parties.

Mr. Kruger says mediation under Judge Peck's guidance has been
productive and that progress has been made in mediation.  Since
the March 5, 2013 Hearing, he relates, negotiations have also been
bilateral and the parties have addressed the intercreditor issues,
in addition to the settlement with Ally Financial Inc.  He adds
that in consultation with the Mediator and at the request of
parties-in-interest, the Debtors have delayed filing certain
pleadings seeking to resolve certain of the Intercreditor Issues.
If the global mediation session does not result in consensus, the
Debtors intend to file promptly those pleadings to request that
the Court adjudicate the Intercreditor Issues.

The Debtors assert that allowing the Exclusive Plan Period to
terminate at this time would almost certainly set back the plan
process.  Thus, in order to achieve the best result, the Debtors
maintain that they need additional time to negotiate, document,
and file a Chapter 11 plan.

                   About Residential Capital

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

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

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

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

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

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

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

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


RESIDENTIAL CAPITAL: May 14 Hearing on AFI Cash Collateral
----------------------------------------------------------
Judge Martin Glenn approved on April 17 a stipulation entered into
among Residential Capital LLC, Ally Financial Inc., and holders of
Junior Secured Notes, amending the AFI DIP and Cash Collateral
Order to provide that the parties, together with the Official
Committee of Unsecured Creditors, will continue to negotiate in
good faith to enter in an agreement, to be subject to Court
approval, by April 30, 2013 or as soon as practicable thereafter
on a revised expense allocation methodology that will become
effective following April 30, 2013.

The AFI DIP and Cash Collateral Order is also amended to provide
that the termination of the Debtors' right to use the Prepetition
Collateral, including Cash Collateral, will automatically
terminate (i) on the effective date of a Plan for any Debtor, (ii)
April 30, 2013, or (iii) upon written notice by the AFI Lender.

The April 17 stipulation was superseded by an April 24 stipulation
whereby the parties informed the Court that they intend to engage
in discussions regarding the terms governing the ongoing use of
Cash Collateral following the Termination Date.  They have agreed
to consensually amend the AFI DIP and Cash Collateral Order so
that the Cash Collateral Motion can be heard at the May 14, 2013,
hearing.

Accordingly, the parties agreed, under the April 24 stipulation,
that the "termination date" is further extended (i) on the
effective date of a Plan for any Debtor, (ii) May 14, 2013, or
(iii) upon written notice by the AFI Lender to the Borrowers after
the occurrence and during the continuance of any of the
termination events.

           Statements re Continued Cash Collateral Use

Citibank, N.A., and UMB Bank, N.A., as successor indenture trustee
with respect to the 9.625% Junior Secured Guaranteed Notes due
2015, filed statements in relation to the Debtors' motion for
continued use of the AFI Cash Collateral.

Citibank does not object to the Debtors' continued use of the AFI
Cash Collateral but wants to correct an erroneous allegation in
the Cash Collateral Continuation Motion and to make clear that
Citibank is reserving all of its rights and remedies with regard
to the unpaid balance of its claims under the Citibank MSR
Facility.

Specifically, the Cash Collateral Continuation Motion states that
the Citibank MSR Facility was "paid off in full."  However,
Citibank stresses that -- pending a resolution of the outstanding
issue of default interest, it has not been paid off in full, and
the Debtors agreed that pending resolution of that claim they are
required to continue abiding by the terms of the Final Citibank
Cash Collateral Order.

Citibank related that the sale of the Debtors' mortgage
originations and servicing portfolio to Walter Investment
Management Corp., included the Fannie Mae mortgage servicing
rights portion of the Debtors' servicing portfolio.  The Debtors'
prepetition indebtedness with Citibank was secured by certain MSRs
with respect to mortgage loans in Freddie Mac and Fannie Mae
securitization pools and their proceeds.  At the time of the
closing of the Walter Sale, Citibank advised the Debtors that in
addition to the $152 million principal balance of its claim and
the accrued and unpaid non-default interest of $1,102,684, it was
entitled to receive default interest, as of January 31, 2013, in
the amount of $4,498,698.  In order to avoid any interference with
the closing of the Walter Sale or any related activities, the
Debtors and Citibank agreed that Citibank would be paid the
principal balance and accrued non-default interest relating to the
Citibank MSR Facility at the closing, and the default interest
issue would be left for later determination or resolution.  At the
Debtors' request, Citibank has temporarily held off on seeking to
collect on that portion of its claim, with the agreement that the
Debtors would continue to abide by all terms of the Final Citibank
Cash Collateral Order.

UMB Bank, for its part, objects to the Motion asserting that the
Debtors have a contractual obligation to pay it fees and expenses
under the indenture and those payments should continue to be made
in the Debtors' Chapter 11 cases.  UMB Bank contends that the
Motion, as currently written, is in blatant disregard of the
Debtors' obligations under the Indenture and in contravention of
the Trustee's right to be paid its fees and expenses.

                   About Residential Capital

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

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

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

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

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

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

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

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


RESIDENTIAL CAPITAL: Wilmington Seeks to Pursue HoldCo Claims
-------------------------------------------------------------
Wilmington Trust, National Association -- solely in its capacity
as indenture trustee for various series of senior unsecured notes
in the outstanding aggregate principal amount of roughly $1
billion issued by Residential Capital, LLC, ("HoldCo") under the
indenture dated as of June 24, 2005 -- seeks authority from the
Court to prosecute, and if appropriate, settle certain claims and
causes of action belonging to HoldCo in conjunction with certain
third-party claims of the Trustee.

Wilmington states in court documents that it filed the motion to
ensure that the third-party claims and the HoldCo claims, which
collectively are worth several billion dollars, are pursued by an
entity whose interests align fully with the HoldCo estate.

Wilmington adds that if its relief is granted, it will pursue the
Claims in a coordinated fashion with any litigation that may be
pursued by the Official Committee of Unsecured Creditors.

Wilmington tells the Court that although it generally supports the
Committee's motion seeking standing to pursue certain estate
claims, it believes the Committee motion does not adequately
protect the rights of the Noteholders and other HoldCo creditors.
Wilmington adds that the Committee and its counsel and advisors
have performed admirably, but unless and until there has been
substantive consolidation, the Committee cannot represent the
interest of all creditors simultaneously either in litigating or
settling any claims of HoldCo, particularly given that some of
these claims are against HoldCo's direct and indirect
subsidiaries.

According to Thomas J. Moloney, Esq., at Cleary Gottlieb Steen &
Hamilton LLP, in New York, the HoldCo Claims are unique because
only HoldCo can assert fraudulent conveyance claims for the loss
of its interest in Ally Bank.  He asserts that the Committee is
conflicted from brining fraudulent transfer claims of the HoldCo
estate against Ally Financial and the OpCos relating to HoldCo's
forgiveness of billions of dollars of OpCo intercompany debt at a
time when both the OpCos and HoldCo were insolvent.

Moreover, Mr. Moloney says the Noteholders have unique Third-Party
Claims arising from their rights under the Indenture that cannot
be asserted by the Committee.  Under various legal theories,
including, but not limited to, alter ego and successor liability,
Ally Financial is responsible for HoldCo's breach of the
Indenture's prohibition against a transfer of "all or
substantially all" of HoldCo's assets to an entity that did not
assume the obligation to repay the Noteholders, he tells the
Court.

The hearing on Wilmington's motion will be held on May 14, 2013,
at 10:00 a.m.  Objections were due April 30.

                   About Residential Capital

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

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

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

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

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

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

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

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


REVOLUTION DAIRY: Associates and Erkelens OK'd as Appraisers
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah in mid-April
entered an order authorizing Revolution Dairy LLC to employ
Professional, Free and Associates and Erkelens & Olson as
appraisers.

                     About Revolution Dairy

Revolution Dairy LLC is one of the largest dairy farms in Utah.
Revolution Dairy and affiliate Highline Dairy, LLC, filed bare-
bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and
13-20771) in Salt Lake City on Jan. 27, 2013.  Each of the Debtors
estimated $10 million to $50 million in assets and liabilities.

Managers of Revolution and Highline -- Robert and Judith Bliss --
also sought Chapter 11 protection (Case No. 13-20772).

Revolution Dairy, LLC, is represented by Prince, Yeates &
Geldzahler.  Highline Dairy is represented by Parsons Kinghorn &
Harris.  Robert and Judith Bliss are represented by Berry & Tripp.

The Debtors have sought joint administration of their cases.

The Official Committee of Unsecured Creditors tapped to retain
Snell & Wilmer L.L.P. as its counsel.


ROTECH HEALTHCARE: Official Equity Committee Appointed
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Rotech Healthcare Inc. has an official shareholders'
committee to complement the creditors' committee appointed earlier
in the case.  The three-member equity committee appointed April 24
by the U.S. Trustee in Delaware includes Alden Global Recovery
Master Fund LP, Varana Capital Master LP and Wynnefield Partners
Small Cap Value LP I.

Mr. Rochelle notes that equity committees are appointed when there
is a reasonable chance stockholders will receive a distribution in
bankruptcy.  The Rotech reorganization plan, worked out before the
Chapter 11 filing on April 8, is offering 10 cents a share for
existing stock.

There is to be a hearing on May 16 for approval of disclosure
materials explaining the plan. It is supported by holders of a
majority of the first- and second-lien secured notes. The $290
million in 10.5 percent second-lien notes are to be exchanged for
the new equity. Trade suppliers are to be paid in full, if they
agree to continue providing credit.  The existing $23.5 million
term loan would be paid in full, and the $230 million in 10.75
percent first-lien notes will be amended.

The bankruptcy judge already gave interim approval for what is
designed to be a $30 million secured loan after a final hearing
April 25. The loan is from Silver Point Finance LLC, a lender on
an existing term loan.

                      About Rotech Healthcare

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

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

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

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

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

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


SBM CERTIFICATE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: SBM Certificate Company
             14805 Village Gate Drive
             Silver Spring, MD 20906

Bankruptcy Case No.: 13-17282

Chapter 11 Petition Date: April 26, 2013

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Lawrence A. Katz, Esq.
                  LEACH TRAVELL BRITT, P.C.
                  8270 Greensboro Drive, Suite 700
                  Tysons Corner, VA 22102
                  Tel: (703) 584-8362
                  Fax: (703) 584-8901
                  E-mail: lkatz@ltblaw.com

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

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

The petition was signed by Eric W. Westbury, Sr., director.

Affiliates that simultaneously filed for Chapter 11:

        Debtor                            Case No.
        ------                            --------
SBM Investments Certificates, Inc.         13-17288
fka 1st Atlantic Guaranty Corporation
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

SBM Financial, LLC                        13-17294
fka State Bond & Mortgage, LLC
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000

A. A copy of SBM Investment's list of 20 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/mdb13-17288.pdf

B. A copy of SBM Financial's list of three largest unsecured
creditors is available for free at
http://bankrupt.com/misc/mdb13-17294.pdf

C. SBM Certificate Company's List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Rotbert Law Group              --                     $648,723
13640 Valley Oak Circle
Rockville, MD 20850

RBSM, LLP                          --                     $355,102
1360 Beverly Road, Suite 103
McLean, VA 22101

Melvin White, Esq.                 --                     $256,444
1747 Pennsylvania Avenue NW, Suite 200
Washington, DC 20006

Miller, Thomas                     --                     $253,968
353 23rd Street NW
Cedar Rapids, IA 52405

Sherman, Robert                    --                     $225,730

Sudheimer, Mary                    --                     $202,453

Berg, Laverna                      --                     $185,762

Harris, Judith                     --                     $178,575

Hammers, Francis                   --                     $173,854

POC Investments, LLC               --                     $173,827

Bethel Missionary Baptist          --                     $173,804

Lang, Rose Mary                    --                     $157,900

Ernst, Dorothy                     --                     $151,134

Ronald Flygare Trust               --                     $150,493

Gaikowsky, Pamela                  --                     $146,559

Bielke, Richard                    --                     $138,778

Lilley, Betty                      --                     $126,162

Roiger, Lorraine                   --                     $121,536

Christon, Christopher              --                     $116,634

Callen, Paulette                   --                     $113,032


SEDONA DEVELOPMENT: Court Confirms Plan of Reorganization
---------------------------------------------------------
Judge Eddward P. Ballinger of the U.S. Bankruptcy Court for the
District of Arizona confirmed the Joint Plan of Reorganization
proposed by Sedona Development Partners, LLC, and The Club at
Seven Canyons, LLC, together with Specialty Mortgage Corp., as
loan servicer.

After the effective date of the Plan, all rights of the Debtors
will be deemed transferred to the entity known as Villa
Renaissance LLC.

The Plan provides for the following:

   * All transfers of real property will be subject to existing
real property tax claims.  With respect to all real property
transferred under the Plan, including all property and interests
as to Parcel A to be transferred to the Reorganized Debtor, all
tax obligations owed to Yavapai County, which are due and owing as
of Dec. 31, 2013, will be paid within 10 days after the Effective
Date.

   * Any claims resulting from rejection of leases modified by a
stipulation with General Electric Capital Corporation and Colonial
Pacific Leasing Corporation will be treated as an administrative
claim.

   * Specialty will purchase the William Scotsman modular units
currently used as the "Clubhouse" buildings for $66,000.
Specialty will also purchase the Scotsman modular units currently
used as the VOA Operations-Housekeeping UNits for $54,700.  In
full satisfaction of any claim of William Scotsman, the Debtor
will pay $19,129.

   * $250,000 will be set aside to fund completion and
refurbishment of the Villas Spa Units.

A full-text copy of the Plan Confirmation Order dated April 23,
2013, is available for free at:

         http://bankrupt.com/misc/SEDONAplanord0423.pdf

                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club at Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.

Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, filed with the U.S. Bankruptcy Court for the District of
Arizona on June 17, 2011, a second amended joint disclosure
statement in support of their second amended joint pan of
reorganization.  The Debtors' disclosure statement was approved on
June 28, 2011.

A Sept. 4 hearing has been set to consider approval of the
disclosure statements explaining the competing plans for debtors
Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC.  One plan was filed by Specialty Mortgage and the second was
filed by the Debtors.


SEMINOLE HARD: Moody's Raises Corp. Family Rating to 'B1'
---------------------------------------------------------
Moody's Investors Service raised Seminole Hard Rock Entertainment,
Inc.'s Corporate Family Rating to B1 from B2. The company's
Probability of Default rating was also raised, to B1-PD from B2-
PD, along with the rating on its existing $525 million senior
secured floating rate notes due 2014, to B1 from B2.

At the same time, Moody's assigned a Ba1 rating to SHRE's proposed
$240 million term loan B due 2020, and a B2 rating to its proposed
$350 million senior unsecured notes due 2021.

Proceeds from the proposed debt offerings will be used to
refinance its existing $525 million senior secured floating rate
notes, and to pre-fund $50 million for future investments and
acquisitions. Moody's will withdraw the rating on SHRE's $525
million senior secured notes once the proposed refinancing closes.
The rating outlook is stable.

The upgrade of SHRE's Corporate Family Rating to B1 reflects the
Seminole Tribe of Florida's recent upgrade to Baa3 from Ba1. SHRE
is 100% wholly-owned by the Seminole Tribe. Despite the fact that
SHRE's debt is structured on a non-recourse basis, and that there
is no formal support agreement between the company and the Tribe,
Moody's believes the Tribe has the motivation and financial
resources to support SHRE if it ran into financial difficulties
given the Hard Rock brand's strategic importance to the Tribe in
terms of growth and diversification.

The B2 rating on the proposed $350 million senior unsecured notes
due 2021 reflects the fact that it will account for a majority of
SHRE's pro forma debt capitalization. The Ba1 rating on the
proposed $240 million term loan B considers the credit support it
receives from the $350 million of senior unsecured notes below it
in the pro forma capital structure.

Ratings upgraded:

  Corporate Family Rating, to B1 from B2

  Probability of Default Rating, to B1-PD from B2-PD

  $525 million senior secured floating rate notes due 2014, to B1
  (LGD 4, 50%) from B2 (LGD 4, 50%)

Ratings assigned to proposed debt offering:

  $240 million term loan B due 2020 at Ba1 (LGD 2, 14%)

  $350 million senior unsecured notes due 2021 at B2 (LGD 5, 70%)

Ratings Rationale:

SHRE's B1 Corporate Family Rating reflects the company's modest
size in terms number of restaurants, 61 owned and 79 franchised
cafes at the end of 2012, and earnings concentration. SHRE's
reported consolidated EBITDA after corporate allocations for the
12-month period ended December 30, 2012 was about $94 million, a
majority of which comes from a single segment -- company-owned
cafes. These risks are compounded by what Moody's considers to be
high leverage for a company of SHRE's size and asset profile.
Moody's adjusted debt/EBITDA for the fiscal year ended December
30, 2012 was 5.7 times. Leverage is about a half turn higher at
6.1 times pro forma for the company's proposed refinancing of its
$525 million senior secured notes.

The ratings also consider the company's continued exposure to soft
consumer spending trends on leisure and entertainment in Europe
and North America which will likely continue to affect overall
growth rates through 2013 and 2014 for SHRE and the casual dining
segment overall.

Positive rating consideration is given to SHRE's significant
geographic diversification -- the company has a presence in over
50 countries - and the potential growth from fees coming from new
branded casinos and hotels with the globally recognized Hard Rock
name which Moody's expects will contribute to consolidated EBITDA
growth going forward. Also considered is Moody's view that SHRE
benefits from its ownership by its larger and higher rated sole
owner, the Seminole Tribe of Florida (Baa3, stable).

The stable rating outlook considers that despite the increase in
gross leverage and decrease in interest coverage resulting from
the proposed refinancing transaction, Moody's expects SHRE will
continue to generate positive cash flow over the next two years
after about $40 million of pro forma annual interest and about $25
million of annual maintenance capital expenditures. The stable
rating outlook also incorporates the additional liquidity provided
by the proposed transaction which will pre-fund $50 million of
future capital expenditures and investments along with the
significant extension of SHRE's debt maturity profile from the
repayment of those notes due March 2014.

The stable rating outlook also incorporates Moody's view that
SHRE's revenue and earnings will continue to benefit from the Hard
Rock brand and operating improvements that have occurred since the
Tribe acquired it in 2007. Despite a difficult global operating
environment for the restaurant business overall, SHRE has grown
revenue and earnings each and every year since the acquisition.

A higher rating would require the achievement and maintenance of
debt/EBITDA at no higher than 5.0 times, along with maintenance of
EBITA/interest at or above 2.0 and a continued high degree of
comfort that the Tribe would provide financial support to SHRE if
it ran into financial difficulties. Ratings could be lowered if
the Tribe's ratings are lowered for any reason. Independent of any
change in the Tribe's ratings, a negative rating action could
occur if debt/EBITDA approaches 7.0 times and EBITA/interest drops
below 1.2 times for any reason, and/or Moody's change its view
regarding the Tribe's willingness to support SHRE if it ran into
financial difficulties.

The principal methodology used in this rating was the Global
Gaming published in December 2009.

Seminole Hard Rock Entertainment, Inc. is an owner-operator and
franchisor of Hard Rock cafes, casinos and hotels throughout the
world. The company is a wholly-owned subsidiary of the Seminole
Tribe of Florida and generates annual revenues of approximately
$640 million. SHRE is private and does not publicly disclose
detailed financial information.


SHAMROCK-HOSTMARK: Has Interim Access to Cash Until May 31
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Shamrock-Hostmark Princeton Hotel LLC to continue using
General Electric Capital Corporation's cash collateral until May
31, 2013.   The Court has already entered six interim orders
allowing the Debtor to use cash collateral.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender replacement
liens on owned or hereafter acquired property and assets.

A further hearing is scheduled for May 8, 2013, at 2 p.m.

G.E. Capital has a lien on substantially all of the Debtor's
assets, including all cash generated by the operation of the
DoubleTree by Hilton Hotel Princeton hotel located in Princeton,
New Jersey.

                      About Shamrock-Hostmark

Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel,
LLC, filed for Chapter 11 protection (Bank. N.D. Ill. Case No.
12-25860) on June 27, 2012.  William Gingrich signed the petition
as vice president-CFO, of Hostmark Hospitality Group.  Shamrock-
Hostmark Princeton Hotel disclosed $522,413 in assets and
$15,457,812 in liabilities as of the Chapter 11 filing.  Judge
Jacqueline P. Cox presides over the case.

Shamrock-Hostmark Andover and four affiliates are units of
investment fund Shamrock-Hostmark Hotel Fund that own hotels.
Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel
Princeton located in Princeton, New Jersey.  Shamrock-Hostmark
Texas owns Crowne Plaza Hotel in San Antonio, TX. Shamrock-
Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert, CA.
Shamrock-Hostmark Andover owns the Wyndham Boston Andover in
Andover, MA.  Shamrock-Hostmark Tampa owns the DoubleTree by
Hilton Hotel Tampa Airport - Westshore in Tampa, FL.

The Debtors are represented by David M. Neff, Esq., at Perkins
Coie LLP, in Chicago, Illinois.


SHAMROCK-HOSTMARK: May 8 Hearing on Ch. 11 Trustee Appointment
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
continued until May 8, 2013, at 2 p.m., the hearing to consider
secured lender General Electric Capital Corporation's motion to
appoint a Chapter 11 trustee for Shamrock-Hostmark Princeton
Hotel, LLC.

In its motion for a Chapter 11 trustee to take over management of
the Debtors, GECC said the Debtors had no reasonable prospect for
confirming a plan without GECC's support.  GECC recognized that
the Debtors would be afforded some period of time to let The
Plasencia Group, Inc. explore the market to see if a confirmable
plan could be proposed.

                      About Shamrock-Hostmark

Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel,
LLC, filed for Chapter 11 protection (Bank. N.D. Ill. Case No.
12-25860) on June 27, 2012.  William Gingrich signed the petition
as vice president-CFO, of Hostmark Hospitality Group.  Shamrock-
Hostmark Princeton Hotel disclosed $522,413 in assets and
$15,457,812 in liabilities as of the Chapter 11 filing.  Judge
Jacqueline P. Cox presides over the case.

Shamrock-Hostmark Andover and four affiliates are units of
investment fund Shamrock-Hostmark Hotel Fund that own hotels.
Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel
Princeton located in Princeton, New Jersey.  Shamrock-Hostmark
Texas owns Crowne Plaza Hotel in San Antonio, TX. Shamrock-
Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert, CA.
Shamrock-Hostmark Andover owns the Wyndham Boston Andover in
Andover, MA.  Shamrock-Hostmark Tampa owns the DoubleTree by
Hilton Hotel Tampa Airport - Westshore in Tampa, FL.

The Debtors are represented by David M. Neff, Esq., at Perkins
Coie LLP, in Chicago, Illinois.


SHAMROCK-HOSTMARK: May 30 Hearing on Adequacy of Plan Outline
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
will convene a hearing on May 30, 2013, at 1 p.m., to consider
adequacy of information in the Disclosure Statement explaining
Shamrock-Hostmark Princeton Hotel, LLC's Chapter 11 Plan.

According to the Disclosure Statement, the Debtors intend to
emerge from bankruptcy by restructuring their debts and ownership
through an equity commitment from the venture.  The Debtors'
interests and properties will vest 100 percent in the venture,
which will be comprised of equity investor and the fund and which
will repay lender's secured claims over seven years pursuant to
modified loan terms.

Payments to creditors will be funded from the equity contribution.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/SHAMROCK-HOSTMARK_ds.pdf

                         Claim Valuation

The Bankruptcy Court will convene a hearing on May 30, 2013, and
May 31, at 1 p.m., to consider motion to determine value of claim
secured by a lien.  The Debtor moved for the entry of an order
determining the value of GECC's secured claim because  determining
the amount of lender's secured claim is critical to the Debtors
because each of them is collectively liable for lender's loan to
Debtor.

                      About Shamrock-Hostmark

Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel,
LLC, filed for Chapter 11 protection (Bank. N.D. Ill. Case No.
12-25860) on June 27, 2012.  William Gingrich signed the petition
as vice president-CFO, of Hostmark Hospitality Group.  Shamrock-
Hostmark Princeton Hotel disclosed $522,413 in assets and
$15,457,812 in liabilities as of the Chapter 11 filing.  Judge
Jacqueline P. Cox presides over the case.

Shamrock-Hostmark Andover and four affiliates are units of
investment fund Shamrock-Hostmark Hotel Fund that own hotels.
Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel
Princeton located in Princeton, New Jersey.  Shamrock-Hostmark
Texas owns Crowne Plaza Hotel in San Antonio, TX. Shamrock-
Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert, CA.
Shamrock-Hostmark Andover owns the Wyndham Boston Andover in
Andover, MA.  Shamrock-Hostmark Tampa owns the DoubleTree by
Hilton Hotel Tampa Airport - Westshore in Tampa, FL.

The Debtors are represented by David M. Neff, Esq., at Perkins
Coie LLP, in Chicago, Illinois.




SNOKIST GROWERS: Unsecureds to Receive 20% Initial Distribution
---------------------------------------------------------------
According to the disclosure statement explaining Snokist Growers'
Chapter 11 Plan dated 18, 2013, the Debtor has a plan that
involves liquidating its remaining assets and distributing funds
to the Debtor's creditors in accordance with the priorities
established by the Bankruptcy Code.  The Debtor previously sold
the substantial majority of its assets to Del Monte/PCP.

According to the Disclosure Statement, Class 1 (Administrative
Claims - Lease Rejection Claims), Class 2 (Administrative Claims ?
Professionals), Class 3 (Administrative Claims - U.S. Trustee
Fees), Class 4 (Priority Wage Claims) and Class 5 (Secured Claims)
will receive payment of one hundred percent (100%) of their
allowed claims if the Debtor's Plan is confirmed.

Unsecured claims in Class 6 will receive a pro-rata distribution
based upon the amount their claim bears to the total claims in
Class 6.  Based upon the information now available, the Debtor
believes the Initial Distribution to Class 6 claimants will be
approximately twenty percent (20%).  No distribution will be made
to creditors holding Class 7 Equity Claims

Under the Plan, the Debtor will retain Jim Davis, the Debtor's
former President, as the Plan Administrative Agent.  The Plan
Administrative Agent will be paid on an hourly basis, at the rate
of $125.

A copy of the Disclosure Statement is available at:

          http://bankrupt.com/misc/snokist.doc1063.pdf

                       About Snokist Growers

Headquartered in Terrace Heights, in Yakima, Washington, Snokist
Growers is a non-profit cooperative association organized under
the laws of the State of Washington.  Snokist is governed by a
Board of Directors who are elected by Snokist's members.  Snokist
focuses on the cannery business under which it purchases fresh
fruit from both member and non-member growers and processes that
fruit into a variety of different products, including applesauce
and canned pears.  Snokist did not purchase or take delivery of
any fruit in 2012 and 2013.

Snokist Growers filed for Chapter 11 bankruptcy (Bankr. E.D. Wash.
Case No. 11-05868) on Dec. 7, 2011, with plans to liquidate after
sales couldn't recover from allegations that it violated food-
safety rules.  Judge Frank L. Kurtz presides over the case.
Lawyers at Bailey & Busey LLC serve as the Debtor's counsel.  In
its petition, the Debtor scheduled $69,567,846 in assets and
$73,392,906 in liabilities.  The petition was signed by Jim Davis,
president.

Robert D. Miller Jr., the United States Trustee for Region 14,
appointed three unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Snokist Growers.  The
Committee is represented by Metiner G. Kimel, Esq., at Kimel Law
Offices.


SPIN HOLDCO: S&P Assigns 'B' CCR & Rates $845MM Facilities 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Spin Holdco Inc. (doing business as CSC
ServiceWorks).  The outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating to the
company's proposed $845 million first-lien credit facilities.  The
recovery rating on the proposed facilities is '2', indicating
S&P's belief that lenders could expect substantial (70% to 90%)
recovery in the event of a payment default or bankruptcy.  The
ratings are based on the proposed terms and are subject to review
upon receipt of final documentation.  Total debt pro forma for the
proposed transaction is about $1.1 billion.

The ratings on Spin Holdco reflect S&P's assessment that the
proposed transactions result in a more sustainable, albeit still
"highly leveraged," financial risk profile, including pro forma
leverage in the high-5x area, and S&P's forecast for adequate
liquidity.  It also reflects S&P's view that its new private
equity financial sponsor will maintain a very aggressive financial
policy based on Spin Holdco's pro forma capital structure and
potential for moderate bolt-on acquisition activity.

The ratings also incorporate S&P's view that Spin Holdco Inc. will
maintain a "weak" business risk profile, reflecting the high
capital expenditure requirements inherent in the outsourced
laundry equipment services business; an end-user customer base
that S&P believes is susceptible to high inflation and
unemployment; and a pay air vending business that could see demand
weaken if fuel costs escalate, thereby reducing driving levels
that have been about flat since 2008.  The business risk
assessment also recognizes the company's solid market share in the
niche outsourced laundry equipment services industry, the long-
term nature of the majority of its contracts, good customer and
geographic diversification, and potential acquisition synergies.
S&P expects the laundry industry to continue to consolidate.

"We expect Spin Holdco Inc. to maintain adequate liquidity and
improve its credit ratios moderately over the next year," said
Standard & Poor's credit analyst Jerry Phelan.  "This includes
reducing leverage to below 5.5x through a combination of mid- to
high-single-digit EBITDA growth and debt repayment."


STEREOTAXIS INC: Martin Stammer Named Chief Financial Officer
-------------------------------------------------------------
The Board of Directors of Stereotaxis, Inc., named Martin C.
Stammer the Chief Financial Officer of the Company.  Mr. Stammer
had been serving as the Company's interim Chief Financial Officer,
and assumed the duties of principal financial officer and
principal accounting officer of the Company as of Feb. 28, 2013.

Meanwhile, Stereotaxis entered into retention agreements with
Frank Cheng, Karen Duros, David Giffin and Martin Stammer in order
to provide incentives to the Executives, and align the interests
of the Executives with those of the Company and its stockholders.

If the Executive is continuously employed by the Company through
March 31, 2014, the Executive will receive a cash, lump sum
payment of 50% of his or her base salary and up to an additional
50% of base salary if the Executive has achieved one or more of
the performance objectives to be established by the interim Chief
Executive Officer.  The agreements also provide for payment of
certain portions of the retention payments if the Executive is
terminated under certain circumstances described in the
agreements.

                         About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company incurred a net loss of $9.23 million in 2012, as
compared with a net loss of $32.03 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $32.16 million in total
assets, $50.95 million in total liabilities and a $18.79
million total stockholders' deficit.


STOCKTON, CA: U.S. Trustee Appoints Retirees' Committee
-------------------------------------------------------
August B. Landis, Acting U.S. Trustee for Region 17, notified the
U.S. Bankruptcy Court for the Eastern District of California,
Sacramento Division, that a 13-member official committee of
retires has been appointed in the Chapter 9 case of the City of
Stockton.

The Committee members are:

   1. Dwane Milnes
      Email: dwane.milnes@sbcglobal.net

   2. Robert Sivell
      Email: sivellfarms@msn.com

   3. L. Patrick Samsell
      Email: psamsell@comcast.net

   4. Mark Anderson
      Email: andrsnz@aol.com

   5. Larry Long
      Email: llong0858@sbcglobal.net

   6. Mary Morley
      Email: m5122@sbcglobal.net

   7. Cynthia Neely
      Email: love2gallivant@yahoo.com

   8. Morris Allen
      Email: mlaciveng@comcast.net

   9. Rick Butterworth
      Email: rbutterworth52@hotmail.com

  10. Anthony Delgado
      Email: bmradct@yahoo.com

  11. Shelley Green
      Email: shelly2500@sbcglobal.net

  12. Gary Ingraham
      Email: gcingraham@comcast.net

  13. Frank Johnston
      Email: frank.johnston@gmail.com

                      About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


STRATA TITLE: Buyout of Santerra Stake Subject to Automatic Stay
----------------------------------------------------------------
Bankruptcy Judge Daniel P. Collins last week ruled on the
interpretation and enforceability of the operating agreement for
Santerra Apartments, LLC.

Debtor Strata Title LLC holds a 45% interest in Santerra.  The
rest is owned by non-debtors SAM REI, LLC (45%); and SAM III, LLC
(10%).

The stated purpose of Santerra is to acquire, own, and operate a
128 unit apartment complex located at 3434 E. McDowell Road,
Phoenix, Arizona.  The Property is the sole asset of Santerra.
There is a $2,540,000 loan on the Property, which matures in June
2013.  Santerra is a manager managed limited liability company.
John Lupypciw serves as Santerra's manager.

Certain actions of Santerra require the approval of a "Super
Majority in Interest" under Section 5.44 of the Operating
Agreement, including borrowing money or selling substantially all
of Santerra's property.  Further, the removal and replacement of
Santerra's manager requires a determination that removal is
warranted by a super majority under Section 5.75 and 5.86 of the
Operating Agreement. Additionally, Section 7.67 and Exhibit B in
the agreement, when read together, purport to give Santerra's
members the ability to buyout the interest of another member if
that member or interest holder files bankruptcy.

Strata Title, LLC, filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case No. 12-24242) on Nov. 6, 2012.  The Debtor listed a 45%
interest in Santerra and a 75% interest in Studio City Lofts, LLC
on Schedule B of its bankruptcy schedules.  On its original
Schedule G the Debtor did not list any executory contracts.

On Feb. 12, 2013, the SAM Parties -- SAM REI and SAM III -- sent a
letter to the Debtor's counsel indicating:

   -- The filing of the Debtor's bankruptcy was an event of
      withdrawal under the Operating Agreement;

   -- The SAM Parties are not currently exercising the right to
      remove Mr. Lupypciw as Santerra's manager, but reserved the
      right to do so;

   -- The SAM Parties were giving notice of their intention to
      exercise the Purchase Option; and

   -- There was a current letter of intent [presumably for the
      purchase of the Property] for $4,375,000.

The Debtor quickly replied to the letter demanding withdrawal of
the notice exercising the Purchase Option as a violation of the
stay.  According to the Debtor, the SAM Parties did not cure the
alleged stay violation, but instead insisted on the ability to
proceed with the Purchase Option.

On Feb. 18, 2013, the SAM Parties filed a motion seeking the
Court's order declaring that the Operating Agreement is not an
executory contract, that the Purchase Option is enforceable, and
that the exercise of the Purchase Option is not stayed under Sec.
362.  Alternatively, the SAM Parties requested stay relief to
pursue the Purchase Option and requested a Court order requiring
the Debtor to assume or reject the Operating Agreement.

On Feb. 21, 2013, the Debtor filed an amended Schedule G listing
the Operating Agreement as one of Debtor's executory contracts.
On Feb. 25, the Debtor filed a complaint (13-ap-00221) against the
SAM Parties and their counsel alleging violations of the stay. On
March 6, 2013, the Debtor filed its motion in the Adversary
Proceeding seeking a temporary restraining order and preliminary
injunction.

On April 23, 2013, the SAM Parties notified the Court that, on
April 8, the buyer cancelled its offer.  At no time during this
chapter 11 case has the Debtor filed a motion under 11 U.S.C. Sec.
363 seeking the Court's approval of a sale of the Debtor's
interest in Santerra or a filed a notice that Mr. Lupypciw was
selling Santerra's apartment complex.

In an April 25, 2013 Order available at http://is.gd/LCpIGyfrom
Leagle.com, Judge Colllins ruled that:

   -- the operating agreement of Santerra is an executory
      contract,

   -- a purchase option within the Operating Agreement was
      triggered by an unenforceable ipso facto clause, and

   -- Strata Title's membership interests in Santerra cannot
      be forcibly purchased absent a Court order lifting the
      automatic stay, which relief is not presently warranted.

The Court, however, directs the Debtor to file its disclosure
statement and plan of reorganization no later than June 3, 2013.
That plan shall contain, among other things, provisions calling
for the assumption or rejection of its executory contracts
effective as of June 3, 2013.

Tempe, Arizona-based Strata Title, LLC, filed for Chapter 11
bankruptcy (Bankr. D. Ariz. Case No. 12-24242) on Nov. 6, 2012.
Ronald J. Ellett, Esq. -- rjellett@ellettlaw.phxcoxmail.com -- at
Ellett Law Offices, P.C., serves as the Debtor's counsel.  In its
petition, the Debtor estimated $1 million to $10 million in both
assets and debts.  A list of the two largest unsecured creditors
is available for free at http://bankrupt.com/misc/azb12-24242.pdf
The petition was signed by John Lupypciw, managing member.


STRATUS MEDIA: Amends Annual and Quarterly Reports
--------------------------------------------------
Stratus Media Group, Inc., has amended its annual report on Form
10-K for the year ended Dec. 31, 2012, which was originally filed
with the Securities and Exchange Commission on April 16, 2013.
The purposes of the Amendment were to furnish the Interactive Data
files as Exhibit 101 and to correct a number of typographical
errors and internal inconsistencies.

Revenues, net loss, net loss per share, total assets, total
liabilities, total equity are unchanged from the Form 10-K, but
the presentation of basic and diluted net loss per share has been
changed to include the diluted number of shares outstanding and
related disclosure has been added.

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

                        http://is.gd/0E5sDb

On April 16, 2013, the Company's Chief Financial Officer concluded
that the following financial statements of the Company cannot be
relied on for the reasons set forth below:

   * for the year ended Dec. 31, 2011, included in the Company's
     Form 10-K that was filed on May 21, 2012;

   * for the period ended March 31, 2012, included in the
     Company's Form 10-Q that was filed on May 21, 2012;

   * for the period ended June 30, 2012, included in the Company's
     Form 10-Q and Form 10-Q/A that were filed on Aug. 17, 2012,
     and and Sept. 7, 2012, respectively; and

   * for the period ended Sept. 30, 2012, included in the
     Company's Form 10-Q that was filed on Nov. 19, 2012.

On May 24, 2011, the Company entered into a Securities Purchase
Agreement with eight investors pursuant to which the Company sold
8,700 shares of a new series of convertible preferred stock
designated as Series E Convertible Preferred Stock, the terms of
which are set forth in the Certificate of Designations of Series E
Preferred Stock, for $1,000 per share, or $8,700,000 in the
aggregate.  In October 2012, the Company sold 1,000 shares of
Series E for $1,000,000.  The Original Series E and New Series E
together are referred to herein as "Series E."  As part of the
financings related to the Series E, the Company issued warrants to
purchase shares of the Company's Common Stock.

These Series E and the Warrants contain "full ratchet-down"
liquidity protection that provides that if the Company issues
securities for less than the existing conversion price for the
Series E or the exercise price of the Warrants, then the
conversion price for Series E Preferred Stock will be lowered to
that lower price.  Also, the exercise price for the Warrants will
be decreased to that lower price and the number of shares issuable
pursuant to the exercise of the Warrants will be increased such
that the product of the original exercise price times the original
quantity equals the lower exercise price times the higher
quantity.

In preparing the financial statements for 2012, the Company has
determined that the Warrants included certain embedded derivative
features as set forth in ASC 815, "Derivatives and Hedging," and
that the conversion feature of the Series E was not an embedded
derivative because this feature was clearly and closely related to
the host (Series E) as defined in ASC 815.  These derivative
liabilities were initially recorded at their estimated fair value
on the date of issuance and are subsequently adjusted each quarter
to reflect the estimated fair value at the end of each period,
with any decrease or increase in the estimated fair value of the
derivative liability for each period being recorded as other
income or expense.  Since the value of the embedded derivative
feature for the Warrants was higher than the value of both Series
E transactions, there was no beneficial conversion feature
recorded for either transaction, and the excess of the value of
the embedded derivative feature over the value of the transaction
was recorded in each year on the Statement of Operations as a
separate line item for each year presented.

As the result of this determination, the Company had incorrectly
accounted for the derivative liabilities embedded in the Series E
and the Warrants issued in the year 2011.  The consolidated
balance sheet as of Dec. 31, 2011, and the related consolidated
statements of operations for the year then ended were restated to
reflect the correct treatment.

A copy of the Form 8-K disclosure is available at:

                        http://is.gd/K5mvXh

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

Stratus Media disclosed a net loss of $6.84 million on $374,542 of
total revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $23.63 million on $570,476 of total revenues for the
year ended Dec. 31, 2011.  The Company's balance sheet at Dec. 31,
2012, showed $2.44 million in total assets, $20.85 million in
total liabilities, all current, and a $18.40 million total
shareholders' deficit.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that Stratus Media has suffered recurring losses
and has negative cash flow from operations which conditions raise
substantial doubt as to the ability of the Company to continue as
a going concern.


STRIKE MINERALS: Enters Into Forbearance & Standstill Agreement
---------------------------------------------------------------
Strike Minerals Inc. on April 30 disclosed that it has entered
into a Forbearance Agreement with Waterton Global Value
(Luxembourg) S.A.R.L., under which Waterton has agreed to forbear
from exercising its rights and remedies under the Senior Secured
Gold Stream Credit Agreement dated February 21, 2012, as amended
by a letter agreement dated February 21, 2013, security that
Strike has provided in favor of Waterton to secure the Company's
obligations arising under the Credit Agreement, the PPSA and other
applicable law, until the earlier of (i) May 22, 2013; and (ii)
the occurrence of an Intervening Event.  The full amount of the
Facility was $3.5 million.  As of close of business on April 4,
2013, the outstanding indebtedness was approximately $2.9 million
plus accrued interest, costs and fees.

Pursuant to the terms of the Forbearance Agreement, Strike is
obliged to seek an offer of financing from a third party lender,
pursuant to which a new lender shall advance sufficient funds to
the Company on or before the expiration of the Forbearance Period
to permanently repay or cancel the Facility.

The Forbearance Agreement shall terminate upon the happening of
any of a number of intervening events, which includes the failure
of Strike to deliver a binding commitment letter (subject to usual
due diligence conditions), setting out the terms of the
Refinancing by April 22, 2013.  Strike has not yet delivered such
commitment letter.  Despite the occurrence of this Intervening
Event, Waterton has not, to date, exercised its rights under the
Forbearance Agreement (while reserving all of its rights to do so)
and continues to work closely with Strike in its effort to secure
financing and complete the Refinancing.  The Company is currently
engaged in negotiations with prospective investors and lenders in
order to secure the Refinancing and to come to a settlement of
this matter.

In addition and in connection with execution of the Forbearance
Agreement, Strike has entered into a standstill agreement with
Waterton and 161229 Canada Inc. carrying on business as Whelan
Mining Contractors.  Pursuant to the Standstill Agreement, Whelan
has agreed not to take any action against the Company, Waterton or
any other party in respect of the Services, including all claims
and allegations Whelan has raised in the Lien Action (see press
release dated March 28, 2013).  Unless otherwise agreed upon by
the parties in writing, the termination date of the Standstill
Agreement will be the earlier of: (a) May 22, 2013; or (b) the
automatic termination of the Standstill Period if the Company (i)
takes any action or commences any proceeding or any action or
proceeding is taken or commenced by another person or persons
against the Company, relating to the reorganization, readjustment,
compromise, enforcement or settlement of the debts owed by Strike
to its creditors, including, without limitation, the filing of a
Notice of Intention to Make a Proposal under the Bankruptcy and
Insolvency Act, the making of an order under the Companies'
Creditors Arrangement Act, the filing of an application for a
bankruptcy order or receivership order against the Company
pursuant to the provisions of the BIA, or the commencement of any
similar action or proceeding, (ii) Waterton takes any actions
against the Company pursuant to the Credit Agreement or otherwise,
or (c) Strike informs Waterton and Whelan that the Refinancing is
not proceeding.

                           About Strike

Headquartered in Toronto, Ontario, Strike Minerals is a TSX-V
listed company that is engaged in the exploration and development
of precious metal properties in Canada.  Its primary property is
the former producing Edwards Gold Mine property in the Goudreau -
Lochalsh Gold Camp near Wawa, Ontario.


SUPERCOM LTD: Reports $4.8 Million Net Income in 2012
-----------------------------------------------------
Supercom Ltd. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing net income of
US$4.81 million on US$8.94 million of revenue for the year ended
Dec. 31, 2012, as compared with net income of US$1.02 million on
US$7.92 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed US$3.74
million in total assets, US$3.03 million in total liabilities and
US$711,000 in total shareholders' equity.

Brightman Almagor Zohar & Co. did not issue a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.

In the auditors report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Fahn Kanne & Co.
Grant Thornton Israel expressed substantial doubt about Vuance
Ltd's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial recurring
losses and negative cash flows from operations and, as of Dec. 31,
2011, the Company had a working capital deficit and total
shareholders' deficit.

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

                        http://is.gd/2S7Py9

                          About SuperCom

Herzliya, Israel-based SuperCom Ltd., formerly Vuance Ltd.
(Vuance) is a radio frequency identification (RFID) management
solution provider.  SuperCom's PureRFid Suite contains an active
tag with a microchip equipped transmitter and identifies, locate,
track, monitor, count and protect people and objects, including
inventory and vehicles.

                            *    *    *

This concludes the Troubled Company Reporter's coverage of
SuperCom until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


SUPERMEDIA INC: Completes Dex One Merger, Exits Chapter 11
----------------------------------------------------------
Dex One Corporation and SuperMedia Inc. on April 30 announced the
completion of their merger, creating Dex Media, Inc. -- one of the
largest national providers of social, local and mobile marketing
solutions through direct relationships with local businesses.  The
common stock of Dex Media will begin trading May 1, 2013 on the
NASDAQ stock exchange under the symbol: DXM.

Completion of the merger occurred simultaneously with each
company's emergence from Chapter 11 bankruptcy protection on
April 30.  Each of Dex One Corporation's and SuperMedia Inc.'s
"pre-packaged" Plans of Reorganization became effective following
confirmation of the plans by the United States Bankruptcy Court
for the District of Delaware on April 29, 2013.

"Dex Media is positioned to help businesses across the country
grow, with over 2,700 marketing consultants already advising
approximately 665,000 local businesses across social, local and
mobile media," said Peter McDonald, president and CEO of Dex
Media.  "We intend to seize the opportunity to create additional
value for existing and new clients, employees and investors.  I
want to recognize the outstanding performance of Dex One and
SuperMedia employees over the past few years to transform the
companies and make the merger and creation of Dex Media possible."

"This combination establishes Dex Media as a powerful marketing
services company with digital revenue approaching $500 million and
a near national footprint," said Alan Schultz, chairman of the
board of directors of Dex Media.  "The company plans to leverage
its strong free cash flow generation, expense synergies and tax
assets to build on its offline foundation to offer effective
marketing solutions and reduce debt."

Dex Media estimates it will realize approximately $150-$175
million of annual run rate cost synergies by 2015, and expects to
preserve access to Dex One's remaining tax attributes and generate
future attributes, in aggregate totaling as much as $1.8 billion,
to offset income attributable to the combined company following
the completion of the transaction.

Under the terms of the agreement, legacy Dex One shareholders
received 0.20 shares for each Dex One share they owned, and legacy
SuperMedia shareholders received 0.4386 shares for each SuperMedia
share they owned.  Dex One shareholders now own approximately 60
percent and SuperMedia shareholders now own approximately 40
percent of Dex Media's newly issued common stock.

While the corporate entity will be called Dex Media, the Dex One
and SuperMedia brands, client-facing operations and communications
will continue under the Dex One and SuperMedia brand names.  Dex
Media headquarters are in Dallas.

Dex Media Investor Call - Tuesday, May 7

Dex Media welcomes investors, media and other interested parties
to join McDonald and Samuel D. Jones, executive vice president,
chief financial officer and treasurer of Dex Media, in a
discussion via a webcast and teleconference on Tuesday, May 7,
beginning at 10 a.m. (EDT).

Individuals within the United States can access the call by
dialing 888/603-6873.  International participants should dial
973/582-2706.  The pass code for the call is: 46200966.  In order
to ensure a prompt start time, please dial into the call by 9:50
a.m. (EDT).  A replay of the teleconference will be available at
800/585-8367.  International callers can access the replay by
calling 404/537-3406. The replay pass code is: 46200966.  The
replay will be available through May 21, 2013.  In addition, a
live Web cast will be available on Dex Media's Web site in the
Investor Relations section at www.DexMedia.com.

                        About SuperMedia

Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly
known as Idearc, Inc., is a yellow pages directory publisher in
the United States. Its portfolio includes the Superpages
directories, Superpages.com, digital local search resource on both
desktop and mobile devices, the Superpages.com network, which is a
digital syndication network, and its Superpages direct mailers.
SuperMedia is the official publisher of Verizon, FairPoint and
Frontier print directories in the markets in which these companies
are the incumbent local telephone exchange carriers.  Idearc was
spun off from Verizon Communications, Inc., in 2006.

At Dec. 31, 2012, SuperMedia had approximately 3,200 employees, of
which approximately 950 or 30% were represented by unions.

SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to
effectuate a merger of equals with Dex One Corp.  SuperMedia
disclosed total assets of $1.4 billion and total debt of $1.9
billion.

Morgan Stanley & Co. LLC is acting as financial advisors to
SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young
Conaway Stargatt & Taylor, LLP are acting as its legal counsel.
Fulbright & Jaworski L.L.P is special counsel.  Chilmark Partners
Is acting as financial advisor to SuperMedia's board of directors.
Epiq Systems serves as claims agent.

This is also SuperMedia's second stint in Chapter 11.  Idearc and
its affiliates filed for Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 09-31828) in March 2009 and emerged from bankruptcy
in December 2009, reducing debt from more than $9 billion to $2.75
billion.


SURGICAL CARE: Moody's Rates Proposed $291MM Debt Add-On 'B1'
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Surgical Care
Affiliates, LLC's proposed $291 million senior secured term loan B
add-on due 2018 (the add-on will be funded in two separate
tranches; $126 million term loan B and a $165 million delayed
drawn term loan B, expected to be issued on June 14, 2013).

In addition, Moody's lowered the ratings on its exiting senior
secured credit facilities to B1 from Ba3. Furthermore, the
Corporate Family Rating at B2, the Probability of Default Rating
at B2-PD and the Speculative Grade Liquidity Rating at SGL-2 have
been affirmed. The outlook is stable.

The proceeds will be used to refinance SCA's existing $119 million
term loan B due 2014 and repay the $165 million senior PIK toggle
notes due 2015.

The ratings on the senior secured credit facilities were lowered
to B1 from Ba3 due to the greater amount of senior secured debt
within the capital structure, which is in accordance with Moody's
Loss Given Default (LGD) Methodology.

Following is a summary of Moody's rating actions for Surgical Care
Affiliates, LLC:

Ratings assigned:

  $126 million senior secured term loan B due 2018 at B1 (LGD 3,
  39%)

  $165 million senior secured term loan B due 2018 at B1 (LGD 3,
  39%)

Ratings lowered:

  $22 million senior secured revolver expiring 2013 at B1 (LGD 3,
  39%) from Ba3 (LGD 3, 31%)

  $132 million senior secured revolver expiring 2016 at B1 (LGD
  3, 39%) from Ba3 (LGD 3, 31%)

  $217 million senior secured term loan B due 2017 at B1 (LGD 3,
  39%) from Ba3 (LGD 3, 31%)

  $99 million senior secured term loan B due 2018 at B1 (LGD 3,
  39%) from Ba3 (LGD 3, 31%)

Ratings affirmed:

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  $150 million senior subordinated notes due 2017 at Caa1 (LGD 6,
  92%)

  Speculative Grade Liquidity Rating at SGL-2

Ratings to be withdrawn at closing:

  $120 million senior secured term loan A due 2014 at Ba3 (LGD 3,
  31%)

  $164 million PIK toggle notes due 2015 at B3 (LGD 5, 77%)

Ratings Rationale:

SCA's B2 Corporate Family Rating reflects the company's high
leverage, limited interest coverage and modest free cash flow.
While Moody's expects acquisitions to contribute to the company's
growth trajectory, they are likely to limit significant de-
leveraging in the near term. Although patient volumes have begun
to show improvement, it remains too early to determine if the
reversal is sustainable given the weak economic environment. The
rating also reflects favorable industry fundamentals over the
long-term. Moody's expects insurance payers, including Medicare,
to continue driving patients to less expensive providers, such as
ASCs. The rating also considers the company's strong market
position, improving case mix, and good liquidity.

The stable rating outlook reflects Moody's expectation that the
company will continue to enter into joint-ventures with physician
groups, which should drive patient volumes and top line growth;
however, it will also constrain the majority of available free
cash flow. The stable outlook also encompasses Moody's expectation
that the company will delever to about 6.0 times by the end of
fiscal 2013.

Moody's could downgrade the rating should the company take on
additional debt to fund an acquisition or if debt to EBITDA is
expected to be sustained above 7.0 times. Additionally, Moody's
could downgrade the ratings if it anticipates that the company
will have negative free cash flow coverage of debt for a sustained
period of time.

Moody's does not expect to upgrade the ratings in the near-term,
given the company's high leverage. However, Moody's could change
the outlook to positive if SCA can decrease financial leverage
through a combination of debt repayment or an increase in
operating profits resulting from margin expansion and volume
growth. Moody's would consider an upgrade to the rating if the
company can sustain free cash flow to debt above 5% and
demonstrate a sustained ability to maintain debt in the 5 times
range.

The principal methodology used in rating Surgical Care was the
Global Healthcare Service Providers Industry Methodology published
in December 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.

Surgical Care Affiliates is headquartered in Birmingham, Alabama,
operates one of the largest networks of surgical facilities in the
US, comprised of 144 ambulatory surgery centers and four surgical
hospitals at December 31, 2012. SCA is owned by TPG Partners V,
L.P., management and other investors.


SYNAGRO TECHNOLOGIES: Proposes $2.1-Mil. Senior Executive Bonuses
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Synagro Technologies Inc. is proposing two bonus
programs for executives that could cost as much as $2.64 million.

Incentive bonuses for seven top executives are designed to
encourage their efforts to maximize the company's sale price.
If the sale brings a valuation of $412 million, the top managers
will share $850,000.  If the sale valuation is $442 million, they
carve up $1.48 million.  The top bonuses of $2.1 million are
earned for a $512 million sale valuation.

Twenty-two other executives and managers will earn between $10,000
and $50,000 each for remaining on the job.  The total cost of the
retention bonuses would be $540,000.

There will be a May 13 hearing in U.S. Bankruptcy Court in
Delaware for approval of the bonuses.

                    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.

The Debtor has a deal to sell the assets to private-equity
investor EQT Partners AB for $455 million, absent higher and
better offers in a bankruptcy court-sanctioned auction.


SYNAGRO TECHNOLOGIES: Sets May 13 Bid Procedures Hearing
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Bankruptcy Court in Delaware scheduled a
hearing on May 13 to settle on auction and sale procedures for
Synagro Technologies Inc.

The Carlyle Group's Synagro Technologies proposed sale procedures
where EQT Infrastructure II Limited Partnership will open the
auction with a $455 million offer.

As reported in the April 26, 2013 edition of the TCR, the salient
terms of the deal with EQT are:

    * EQT will purchase the assets for $455 million, subject to
      adjustments.

    * EQT will provide a deposit of $23 million.

    * EQT will receive a break-up fee of $13.8 million (3% of the
      purchase price) and expense reimbursement of up to $4.5
      million in the event it is outbid at the auction.

    * All avoidance actions are excluded from the assets sold to
      EQT.

The sale to EQT will be subject to higher and better offers.  The
Debtors propose this timeline:

   i. Potential bidders must submit confidentiality agreements and
      letters of indication to sign a sale agreement not later
      than May 20, 2013.

  ii. Initial bids must be at least $20 million higher than EQT's
      stalking horse offer and must be submitted by June 3, 2013
      in order to participate in the auction.

iii. If qualified bids are received, an auction will be conducted
      June 10, 2013, at 10:00 a.m.

  iv. If there is no auction, a hearing to consider approval of
      the sale to EQT will be held on June 10, and if an auction
      is conducted, the sale hearing will take place June 20.
      Objections are due a week before the sale hearing.

                    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: S&P Reinstates 'CCC-' Rating on $100MM Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services corrected and reinstated its
rating on Synagro Technologies Inc.'s $100 million revolving
credit facility due Sept. 30, 2013.

Ratings List

Reinstated
                                               To        From
Synagro Technologies Inc.
$100 million 1st-lien sr secured              CCC-      NR
Recovery rating                               4         NR


SYNAGRO TECHNOLOGIES: S&P Lowers Corporate Credit Rating to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Synagro Technologies Inc. to 'D' from 'CCC-'.  S&P
reinstated, then subsequently lowered its issue-level ratings on
the $100 million first-lien revolving facility due Sept. 2013 to
'D' from 'CCC-' with a recovery rating of '4'.  S&P lowered the
issue-level rating on the company's $290 million first-lien term
loan due April 2014 to 'D' from 'CCC-' with a recovery rating of
'4'.  S&P also lowered the issue-level rating on the $150 million
second-lien term loan to 'D' from 'C' with a recovery rating of
'6'.

"We subsequently withdrew our issue-level ratings and intend to
withdraw our corporate credit rating in the near term, as we
believe there will be a lack of adequate information to maintain
surveillance during the bankruptcy process," said Standard &
Poor's credit analyst James Siahaan.

The rating actions follow the company's announcement that it filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code.  Synagro, which is a portfolio company of
Carlyle Group LP, has agreed to sell substantially all of its
assets to EQT Infrastructure II, an investment fund of private
equity group EQT Partners, for $455 million.  The company plans to
implement the sale pursuant to Section 363 of the U.S. Bankruptcy
code and expects the sale will be completed in about 60 to 90
days.  S&P notes that the company's special purpose entities,
which includes its biosolids pelletization facilities in
Philadelphia, Baltimore, and Sacramento, are included in the
sale of assets, but are not part of the Chapter 11 filing.


T-MOBILE USA: S&P Assigns 'BB' Rating to $11.2BB Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '3' recovery rating to T-Mobile USA Inc.'s
$11.2 billion in aggregate unsecured notes.  Of this amount,
$5.6 billion has fixed coupons through the life of the debt
(permanent notes) while $5.6 billion is subject to a reset of the
coupon for periods varying from two to three years (reset notes).
The notes have five different maturities ranging from 2019 to
2023.  These notes are currently issued on an intercompany basis
to Deutsche Telecom AG and will be part of the capitalization of
T-Mobile following the pending merger with MetroPCS Communications
Inc., which is expected to close by early May 2013.  MetroPCS
shareholders' approved the transaction on April 24.  Deutsche
Telekom will own 74% of the combined company when the transaction
closes, with MetroPCS shareholders owning the remaining 26%.

RATINGS LIST

MetroPCS Communications Inc.
Corporate credit rating                B+/Watch Pos/--

New Rating

T-Mobile USA Inc.
$11.2 bil. aggregate unsecured notes   BB
   Recovery Rating                      3


T3 MOTION: Electric Police-Vehicle Maker Running Out of Cash
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that T3 Motion Inc., which has generated losses since its
inception in 2006, said in a regulatory filing that it will need
additional debt or equity financing this year.  The company said
it has enough cash to continue operations through the end of June.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

T3 Motion reported a net loss of $21.52 million on $4.51 million
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $5.50 million on $5.29 million of net revenues
during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $3.75 million
in total assets, $20.01 million in total liabilities and a $16.26
million total stockholders' deficit.

T3'S auditors have "substantial concern" about T3's ability to
continue as a going concern.


THERMOENERGY CORP: Dileep Agnihotri Resigns as Director
-------------------------------------------------------
Dileep Agnihotri resigned as a member of the Board of Directors
ThermoEnergy Corporation and the Company's subdisiary, CASTion
Corporation.

Dr. Agnihotri had been a member of the Company's Board since
January 2012.  Dr. Agnihotri served as one of the four directors
elected by the holders of the Company's Series B Convertible
Preferred Stock, Series B-1 Convertible Preferred Stock and Series
C Convertible Preferred Stock (voting together as a single class).

Dr. Agnihotri's resignation is not due to a disagreement with the
Company's Board of Directors or the Company's management on any
matter relating to the Company's operations, policies or
practices.

                   About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

The Company incurred a net loss of $7.38 million for the year
ended Dec. 31, 2012, as compared with a net loss of $17.38 million
on $5.58 million of revenue in 2011.  The Company's balance sheet
at Dec. 31, 2012, showed $9.03 million in total assets, $19.64
million in total liabilities and a $10.61 million total
stockholders' deficiency.

Grant Thornton LLP, in Westborough, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred a net loss of $7,382,000 during the year
ended Dec. 31, 2012, and, as of that date, the Company's current
liabilities exceeded its current assets by $7,094,000 and its
total liabilities exceeded its total assets by $10,611,000.  These
conditions, among other factors, raise substantial doubt about the
Company's ability to continue as a going concern.


TOMSTEN INC: In Chapter 11; Creditors' Meeting May 30
-----------------------------------------------------
Tomsten, Inc., doing business as Archiver's, filed a bare-bones
Chapter 11 petition (Bankr. D. Minn. Case No. 13-42153) in
Minneapolis on April 29, 2013.

Hennepin, Minnesota-based Tomsten estimated assets of at least
$10 million and liabilities of at least $1 million as of the
Chapter 11 filing.  The Debtor has tapped Jann Olsten and the law
firm of Ravich Meyer Kirkman McGrath Nauman & Tansey as counsel.

According of the docket, creditors are required to submit proofs
of claim by Aug. 28, 2013.  Governmental entities are required to
file claims by Oct. 28.  The deadline to file objections to
discharge is July 29.

There's a meeting of creditors slated for May 30, 2013, at 2:00
p.m. at Mtg Minneapolis - US Courthouse, 300 S 4th St, Room 1017
(10th Floor).  This is the first meeting of creditors required
under Section 341(a) of the Bankruptcy Code in all bankruptcy
cases.  All creditors are invited, but not required, to attend.
This meeting of creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
office of the Debtor under oath about the company's financial
affairs and operations that would be of interest to the general
body of creditors.


TRICORBRAUN INC: S&P Assigns 'B+' Rating to $75MM Credit Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B+' issue-
level rating and a '2' recovery rating to TricorBraun Inc.'s
proposed $75 million revolving credit facility due 2018 and
$476.4 million term loan B due 2018.  The '2' recovery rating
indicates S&P's expectation of substantial recovery (70% to 90%)
in the event of a payment default.

At the same time, S&P affirmed its 'B' corporate credit rating.
The outlook is stable.

The proposed transaction is leverage neutral and S&P expects total
leverage will be in the high 6x area and funds from operations
(FFO)-to-total adjusted debt will be in the mid-single-digit
percentage area.  S&P expects the repricing of these facilities
will benefit the company through improved cash flow in future
years.  S&P includes about $127 million in payment-in-kind (PIK)
preferred equity as debt based on its criteria.  The $153 million
in senior subordinated mezzanine notes (unrated) will remain in
the capital structure.

"Standard & Poor's Ratings Services' ratings on TricorBraun Inc.
reflect its "highly leveraged" financial risk profile and supplier
concentration, along with the fragmented and highly competitive
structure of the rigid-plastic packaging industry," said credit
analyst Henry Fukuchi.  "Partially offsetting these factors are
the company's position as the largest participant in the
distribution segment of the U.S. glass and plastic packaging
industry, its relatively stable end markets, with good customer
diversity, its stable EBITDA margins, and its consistent annual
free cash generation.  The ratings also reflect gradually
improving operating trends, which should continue to support an
improving financial risk profile in the next few years."

The outlook is stable.  Although S&P expects TricorBraun to remain
highly leveraged, the company's defensible position as the leading
distribution company in its sector support the ratings, as well as
a track record of annual free cash flow generation that should
underpin liquidity over the business cycle.  S&P expects the
company to integrate any midsize acquisitions smoothly.

Despite S&P's expectation of gradually improving operating trends,
it believes that TricorBraun's credit metrics could weaken if
debt-funded acquisitions or another dividend weaken its financial
profile.  S&P could lower the ratings if such a transaction is
material enough or if a deterioration in operating conditions,
such as less-favorable working capital management or cash flow
generation, causes the company's results to be lower than S&P's
expectations.

Based on the downside scenario S&P is forecasting, it could lower
the ratings if operating margins weaken more than 2%, or if
volumes decline 15% or more, from current levels.  In S&P's
downside scenario (PIK preferred treated as debt), total adjusted
debt-to-EBITDA would deteriorate toward 8x and FFO-to-total
adjusted debt would decrease to about 5%.  S&P could also lower
the ratings if unexpected cash outlays or business challenges
reduce the company's liquidity position, or if covenant cushions
tighten to less than 10%.

Although S&P do not expect to do so, it could raise the ratings
slightly over the intermediate term if the company's profitability
continues to improve while its liquidity remains healthy.  This
would also require that financial policies appear supportive of a
higher rating.


TRITON CONTAINER: S&P Assigns 'BB+' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its rating on Triton
Container International Ltd.'s (Triton) proposed senior secured
term loan remains unchanged at 'BBB' after the company upsized the
loan to $425 million from $400 million.  The recovery rating is
'1', indicating S&P's expectation that lenders would receive a
very high (90% to 100%) recovery in the event of a payment default
is unchanged.

The 'BB+' corporate credit rating on San Francisco-based Triton
reflects the company's significant position within the marine
cargo container leasing industry and the relatively stable
earnings and cash flow generated from a substantial proportion of
its long-term leases.  The ratings also incorporate the
cyclicality and capital intensity of the marine cargo container
leasing industry.

RATINGS LIST

Triton Container International Ltd.
Corporate Credit Rating      BB+/Stable/--

Ratings Remain Unchanged

Triton Container International Ltd.
Senior Secured
  $425 mil. term loan*        BBB
   Recovery Rating            1

*Including upsize.


TRUCEPT INC: Appeals Issuance of One-Time Bank Levy by the IRS
--------------------------------------------------------------
Trucept Inc. has been engaged in a dispute with the Internal
Revenue Service regarding amounts owed to the government for past
Federal income tax withholding which the IRS has tied into a
dispute regarding what they claim are alter ego entities.  Trucept
has strongly disagreed through legal counsel.  However, on
April 16, 2013, the IRS issued a one-time levy on the Company's
bank accounts and sent Notice of Levy statements to some clients.
In addition, the Company lost a significant amount of business as
result of its workers compensation insurance company exiting the
California market.

The Company intends to maintain its remaining operations and build
from that point.  In the meantime the Company's legal counsel is
filing appropriate appeals on the IRS action.

                         About Trucept Inc.

Trucept Inc. provides staffing and employment services, relieving
its clients from many of the day-to-day tasks that may detract
their core business operations , such as payroll processing, human
resources support, workers' compensation insurance, safety
programs, employee benefits, and other administrative and
aftermarket services predominantly related to staffing.  The
company also operates the Solvis brand of nurse staffing in both
Michigan and California.

Trucept Inc. disclosed a net loss of $7.85 million in 2012, as
compared with a net loss of $8.12 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $8.17 million in total
assets, $22.93 million in total liabilities and a $14.75 million
total stockholders' deficit.

PMB Helin Donovan, LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has sustained recurring losses from operations and has
an accumulated deficit of approximately $22 million at Dec. 31,
2012.  These factors raise substantial doubt about the Company's
ability to continue as a going concern.


TWIN RIVER: Amended Refinancing Terms No Impact on B1 CFR
---------------------------------------------------------
Moody's Investors Service commented that Twin River's planned
March 2013 transaction to refinance its bank term loan and pay a
debt-financed dividend to its owners will not close under the
expected terms. The amended terms are a credit positive, but not
significant enough to affect the company's B1 Corporate Family
Rating and stable rating outlook.

Twin River Management Group, Inc.'s (formerly known as BLB
Management Services, Inc.) operating subsidiary, UTGR, Inc., owns
and operates the Twin River casino located near Providence, Rhode
Island. The Twin River casino operates approximately 4,750 video
lottery terminals (VLTs) on behalf of the State of Rhode Island.
Twin River is entitled to a 27.8% share of the VLT income. The
company is private and does not disclose public financials.


UNI-PIXEL INC: Shareholders Elect Seven Directors
-------------------------------------------------
At the annual meeting held on April 26, 2013, the shareholders:

   (1) elected Reed J. Killion, Bernard T. Marren, Carl J.
       Yankowski, Bruce I. Berkoff, Ross A. Young, William Wayne
       Patterson and Anthony J. LeVecchio as directors;

   (2) approved, on an advisory basis, the holding of an
       advisory vote on executive compensation every year;

    (3) approved, on advisory basis, the compensation of the
        Company's named executive officers;

    (4) ratified the appointment of PMB Helin Donovan as the
        Company's independent registered public accounting firm
        for the year ending Dec. 31, 2013; and

    (5) approved an amendment to the Uni-Pixel, Inc. 2011 Stock
        Incentive Plan.

                       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.


UNIQUE BROADBAND: Still Under CCAA, Reports Q2 Results
------------------------------------------------------
Unique Broadband Systems, Inc. on April 29 reported its operating
and financial results for the second quarter of fiscal 2013, ended
February 28, 2013.

Recent operating and financial highlights (in thousands, except
per share amounts) include:

        -- UBS continues to operate under the court approved
Company Creditors Arrangement Act ("CCAA").  A trial was held in
the Ontario Superior Court of Justice between UBS and the Jolian
Parties, which was completed on March 1, 2013.  The Court decision
has not been issued.

        -- On February 19, 2013, UBS sold 12,430 multiple voting
shares and 14,630 subordinate voting shares in Look to 2092390
Ontario Inc. for $0.14 per share, or $3,788.  This transaction
reduced the Company's holdings to a 19.8% economic interest in
Look and, upon determination that the Company no longer has
significant influence, effective February 20, 2013, accounts for
its investment in Look using the fair value method.

        -- UBS recorded a loss from operations of $1,454 for the
three months ended February 28, 2013, compared to $847 for the
three months ended February 29, 2012.  The 71.7% increase in 2013
resulted from, among other things, the expiration of the
Management Services Agreement with Look on May 19, 2012, and costs
associated with advancing the CCAA claims process.

               About Unique Broadband Systems, Inc.

Unique Broadband Systems, Inc. -- http://www.uniquebroadband.com/
-- is a Canadian-based company with holdings in Look
Communications and a continuing business interest with Unique
Broadband Systems Ltd.

At November 30, 2003, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $1 million, while total shareholders' equity shrank to about
$15 million, from about $23 million six months ago.


UNIV. OF NORTH CAROLINA: S&P Removes 'BB' Rating from Watch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it removed from
CreditWatch with negative implications its 'BB' long-term rating
on the University of North Carolina at Pembroke's (UNCP) series
2010A and 2010B limited-obligation bonds, secured by dormitory
system rental revenues.  At the same time, Standard & Poor's
affirmed the rating.  The outlook on the bonds is now stable.

"The removal from CreditWatch reflects the refinancing of certain
outstanding dormitory revenue bonds which is likely to improve
debt service coverage (DSC) for the series 2010 bonds," said
Standard & Poor's credit analyst Jonathan Volkmann.

At the same time, Standard & Poor's affirmed its 'A' issuer credit
rating (ICR) on the university.  The outlook remains negative.
The negative outlook reflects Standard & Poor's opinion that if,
over the two-year outlook horizon, enrollment does not stabilize
and the financial operations of the university deteriorate as a
result, the university will no longer have the credit quality
of its 'A' rated peers.

S&P had placed the rating on UNCP's series 2010A and 2010B
limited-obligation bonds on CreditWatch with negative implications
on Dec. 28, 2012, due to a fiscal 2012 DSC violation.  Dormitory
system rental revenues provided DSC of only 1.08x in fiscal 2012,
while the bond documents covenant that DSC remain at or above
1.10x annually.  Violation of the 1.1x DSC covenant for a second
consecutive year (fiscal 2013) would result in an event of
default.  Also, Standard & Poor's would consider DSC below 1x in
any given year an event of default, as stated in the bond
documents.  The university reports that it has recently refinanced
its series 1998B dormitory system revenue bonds to be included
under its general revenue pledge.  The university's bond counsel
reports that, as a result of the refinancing, operating expenses
related to the housing facilities by the series 1998B bonds are no
longer included in the DSC covenant stated in the series 2010A and
2010B bond documents.  University management currently projects
DSC of 1.57x for fiscal 2013, well above the covenanted level of
1.1x.  As a result of refinancing of the series 1998B bonds, there
is currently no dormitory system debt outstanding.  General
revenue debt of about $8.2 million was outstanding as of June 30,
2012.  UNCP has covenanted not to issue any additional dormitory
system debt, but may issue additional general revenue debt in the
future.

UNCP is a master's level degree-granting university in the
University of North Carolina system with a total enrollment of
6,269.  It is approximately 10 miles from Lumberton and around 105
miles south of Raleigh.


USA UNITED FLEET: Court Rules on Insurance Tax Liability Dispute
----------------------------------------------------------------
Following a sale pursuant to 11 U.S.C. Sec. 363(b) of certain
assets of USA United Fleet Inc., a/k/a Shoreline Fleet, Inc., et
al., the New York State Department of Labor used the Debtors'
prepetition unemployment insurance experience rate to calculate
the post-petition unemployment insurance tax liability of the
purchaser, Reliant Transportation, Inc. (f/k/a MV Transportation,
Inc.)  Reliant seeks a determination that under the sale order and
Section 363(f), its purchase of the Debtors' assets was free and
clear of successor liability for the Debtors' experience rating.
The DOL argues the Bankruptcy Court lacks subject-matter
jurisdiction under 11 U.S.C. Sec. 505(a)(1) and/or the Tax
Injunction Act, 28 U.S.C. Sec. 1341; and, even if it did have
jurisdiction, it should find that a rating associated with an
employer account is a computational device used to determine
prospective tax rates, and not an "interest" of the DOL in
property within the meaning of Section 363(f).

In an April 29 Decision and Order available at http://is.gd/zJcUYu
from Leagle.com, Bankruptcy Judge Jerome Feller ruled that the
Bankruptcy Court (i) has subject-matter jurisdiction to interpret
and enforce the sale order; (ii) the DOL has an interest in the
assets purchased by Reliant within the meaning of Section 363(f);
and (iii) this interest -- that is, its right to transfer the
unemployment experience rating of the Debtors to the purchaser of
the Debtors' assets -- was subject to the "free and clear"
provisions of the sale order and Section 363(f).

USA United Fleet, Inc., aka Shoreline Fleet, Inc., and seven
affiliates filed for Chapter 11 bankruptcy protection (Bank. E.D.
N.Y. Case No. 11-45867) on July 6, 2011.  Judge Jerome Feller
presides over the cases.  Todd E. Duffy, Esq., at Anderson Kill &
Olick, P.C., represents the Debtor.  The Debtor estimated both
assets and debts of between $10 million and $50 million.

Based in Staten Island, New York, USA United operated more than
400 buses under several affiliates and provided New York City
school bus transportation services pursuant to six contracts with
the City's Department of Education.

On July 29, 2011, the Debtors' cases were converted to Chapter 7
liquidation at the behest of the United States Trustee.  One of
the grounds was the United Debtors' failure to disclose their
transfer of the DOE Contracts to certain non-debtor affiliates.  A
Chapter 7 trustee was appointed to administer their estates.

On Aug. 10, 2011, the so-called Northeast Debtors filed petitions
for relief under Chapter 7 of the Bankruptcy Code, and the same
Chapter 7 trustee was appointed to their cases.

That same day, the Chapter 7 trustee sought an expedited hearing
on the approval of a $12 million sale to Reliant Transportation,
Inc. of the United Debtors' 400 or more buses and the Northeast
Debtors' DOE Contracts.  The trustee requested shortened notice on
grounds that "the DOE Contracts will lose their value within the
next few weeks unless a purchaser can come in and immediately
utilize the Buses to perform under the DOE Contracts."

Andrew Goldman, Esq., Craig Goldblatt, Esq., and Nancy Manzer,
Esq., at Wilmer Cutler Pickering Hale and Dorr, represent Reliant.


USG CORP: Reports $2 Million Net Income in First Quarter
--------------------------------------------------------
USG Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $2 million on $814 million of net sales for the three months
ended March 31, 2013, as compared with a net loss of $27 million
on $783 million of net sales for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $3.67
billion in total assets, $3.63 billion in total liabilities and
$40 million of total stockholders' equity including noncontrolling
interest.

"We are pleased to report our first quarter of net income in more
than five years," said James S. Metcalf, chairman, president and
CEO.  "All segments showed improved results in the period, and our
commitment to innovation and lowering our break-even are evident
in our results."

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

                        http://is.gd/2vin0x

                        About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities.  The Debtors emerged
from bankruptcy protection on June 20, 2006.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $125 million on $3.22 billion of net sales, as compared
with a net loss of $390 million on $2.91 billion of net sales
during the prior year.

                            *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 11, 2012, edition of the TCR, Fitch Ratings has
affirmed USG Corporation's (NYSE: USG) ratings, including the
company's Issuer Default Rating (IDR) at 'B-'.  The
Rating Outlook has been revised to Stable from Negative.

The ratings for USG reflect the company's leading market position
in all of its businesses, strong brand recognition, its large
manufacturing network and sizeable gypsum reserves.  Risks include
the cyclicality of the company's end-markets, excess capacity
currently in place in the U.S. wallboard industry, volatility of
wallboard pricing and shipments and the company's high leverage.

As reported by the TCR on Dec. 5, 2012, Moody's Investors Service
affirmed USG Corporation's Caa1 Corporate Family Rating and Caa1
Probability of Default Rating.  USG's Caa1 Corporate Family Rating
reflects its high debt leverage characteristics, despite Moody's
expectation of improving operating performance.


USHEALTH GROUP: A.M. Best Affirms 'B-' Financial Strength Rating
----------------------------------------------------------------
A.M. Best Co. has revised the outlook to positive from stable and
affirmed the financial strength rating of B- (Fair) and the issuer
credit ratings of "bb-" for the subsidiaries of USHEALTH Group,
Inc., which include Freedom Life Insurance Company of America
(Freedom Life) and National Foundation Life Insurance Company
(NFL), commonly known as USHEALTH Group. All companies are
domiciled in Fort Worth, TX.

The rating affirmations and revised outlook reflect USHEALTH
Group's improved operating results reported more recently,
continued adequate capitalization, effective expense management
and the group's innovative and value-added approach to product
design. In prior years, USHEALTH Group's operating results had
been adversely impacted by several sizable legal settlements;
however, beginning in 2011, no material litigation expenses have
been incurred. Additionally, USHEALTH Group has reported improved
underwriting results in its core health lines of business over the
past few years. The group has been focused on implementing various
operating efficiencies throughout the organization in an effort to
offset the impact of The Patient Protection and Affordable Care
Act's (PPACA) regulations on its business model. Historically,
USHEALTH Group has been quick to market with innovative products,
which are well serving of its target individual and small employer
demographic. Most recently, USHEALTH Group has diversified its
product portfolio by offering "excepted benefit" fixed indemnity
health products, which are exempt from PPACA, and complementary
supplemental coverages.

Partially offsetting these positive rating factors is USHEALTH
Group's need to service the sizable debt payable by USHEALTH
Group, Inc. to its majority stockholder. The payment-in-kind (PIK)
note matures in March 2014; however, several extensions of the
maturity date have been granted by the majority stockholder over
the past few years. The group recently made a principal payment of
$2.5 million and plans to continue to make material principal
payments over the next few years or potentially take advantage of
other financing options to completely pay off the note. A.M. Best
believes the repayment of the debt may continue to hinder USHEALTH
Group's surplus growth in the near to medium term.

Future positive rating actions may result from sustained earnings
growth, continued reduction in leverage throughout the
organization and enhanced risk-adjusted capitalization levels.

Negative rating actions could result from a decline in risk-
adjusted capitalization, a return to operating losses, an increase
in premium leverage or if USHEALTH Group, Inc. is unable to extend
or refinance its existing PIK note payable prior to its maturity.


UTSTARCOM INC: Incurs $35.6 Million Net Loss in 2012
----------------------------------------------------
UTStarcom Holdings Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 20-F disclosing
a net loss of $35.57 million on $186.72 million of net sales for
the year ended Dec. 31, 2012, as compared with net income of
$11.77 million on $320.57 million of net sales for the year ended
Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $488.09
million in total assets, $271.43 million in total liabilities and
$216.65 million in total equity.

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

                        http://is.gd/QOyQdM

A special committee of independent directors of the Company's
board of directors has selected Citigroup Global Markets Inc. as
its financial advisor.

As previously announced, the Company's board of directors formed
the Special Committee to consider a "going-private" transaction
for $3.20 in cash per ordinary share, proposed by one of the
directors of the Company, Mr. Hong Liang Lu and his affiliates,
and Shah Capital Opportunity Fund LP and Himanshu H. Shah, in a
preliminary non-binding proposal letter, dated March 27, 2013.

Citigroup Global Markets Inc. will assist the Special Committee in
its work in connection with the Transaction.  No decisions have
been made by the Special Committee with respect to the Company's
response to the Transaction.  There can be no assurance that any
definitive offer will be made, that any agreement will be executed
or that this or any other transaction will be approved or
consummated.  The Company does not undertake any obligation to
provide any updates with respect to this or any other transaction,
except as required under applicable law.

                        About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.


VHGI HOLDINGS: Unit Has $65MM Credit Pact with Ariana Turquoise
---------------------------------------------------------------
VHGI Holdings, Inc., Lily Group Inc., an indirect wholly-owned
subsidiary of the Company, and Ariana Turquoise Investment AS,
entered into a loan agreement under which Ariana Turquoise agrees
to lend to Lily a total of $65,047,083, subject to certain terms
and conditions.  The Loan would have a term of 10 years and accrue
interest at a rate of 4.25 percent per annum, with payments of
interest being made annually in advance.

In addition to Ariana Turquoise's completion of additional
diligence and other closing conditions, the Lender's obligation to
make disbursements under the Loan is expressly conditioned upon
the Company's securing of a $13 million letter of credit.

A copy of the Loan Agreement is available for free at:

                        http://is.gd/7gjtgl

                        About VHGI Holdings

Fort Worth, Tex.-based VHGI Holdings, Inc., is a holding company
with revenue streams from these business segments: (a) precious
metals (b) oil and gas (c) coal and (d) medical technology.

In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2011, Pritchett, Siler & Hardy, P.C.,
in Salt Lake City, Utah, expressed substantial doubt about VHGI
Holdings' ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial losses
and has a working capital deficit.

The Company reported a net loss of $5.43 million in 2011, compared
with a net loss of $1.67 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $49.07 million in total assets,
$54.61 million in total liabilities and a $5.53 million total
stockholders' deficit.


VIASYSTEMS GROUP: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
St. Louis, Mo.-based Viasystems Group Inc. to negative from
stable.  In addition, S&P affirmed its 'BB-' corporate credit
rating on the company.

At the same time, S&P affirmed the 'BB-' issue-level rating on the
company's $550 million senior secured notes due 2019.  The '4'
recovery rating indicates S&P's expectation for average recovery
(30% to 50%) in the event of payment default.

"The outlook revision reflects our expectation that delays in the
recovery of revenue lost due to the fire in Viasystems' Guangzhou
facility could result in EBITDA remaining below pre-fire levels
such that the company sustains leverage above 4x," said Standard &
Poor's credit analyst Christian Frank.

The ratings on Viasystems reflect the company's "weak" business
risk profile, resulting from its highly competitive and cyclical
industry, and its "significant" financial risk profile with pro
forma leverage in the high-3x area.  S&P expects that the company
is likely to see improved operating performance in the second half
of 2013 as it recovers from the Guangzhou fire but that delays in
its recovery could result in leverage sustained above 4x.


VTE PHILADELPHIA: Creditor Seeks Dismissal of Ch. 11 Case
---------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports less than a
month after the waterfront property intended for Trump Towers
Philadelphia was allowed to keep Chapter 11 protection, its
secured creditor has renewed a request to have the case thrown
out.

                    About VTE Philadelphia

VTE Philadelphia, LP, filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-10058) in Manhattan on Jan. 7, 2013.  The Debtor is a
single asset real estate case consisting of a vacant land located
at 709-717 North Penn Street, in Philadelphia, Pennsylvania.

The Chapter 11 petition was filed on the eve of a sheriff's sale
scheduled by the secured creditor, U.S. Bank National Association,
which has obtained judgment for foreclosure from the Court of
Common Please of Philadelphia County.  The judgment amount owed to
the bank is $16.9 million.


WARNER MUSIC: Amends 2012 Credit Agreement with Credit Suisse
-------------------------------------------------------------
WMG Acquisition Corp. has entered into an amendment, dated
April 23, 2013, to its senior secured revolving credit agreement,
dated Nov. 1, 2012, among WMG, as borrower, Credit Suisse AG, as
administrative agent, and the other financial institutions and
certain lenders.

The Revolving Credit Agreement Amendment reduces the applicable
interest rate margin under the Revolving Credit Agreement to
reflect current market pricing upon the closing of the Incremental
Credit Facility and increases flexibility under the Revolving
Credit Agreement to make investments in non-guarantors so as to
permit internal reorganizations and optimization of ownership
structure in foreign subsidiaries.

Proposed Financing

In connection with certain proposed debt financing transactions by
WMG and the Company's acquisition of Parlophone Label Group from
Universal Music Group, a subsidiary of Vivendi, the Company
provided certain information to potential lenders
under a under a proposed Incremental Credit Facility, a copy of
which is available for free at http://is.gd/uBZpn7

In connection with the PLG Acquisition, WMG is seeking a new $820
million delayed draw senior secured term loan to finance the PLG
Acquisition, pay related fees and expenses, and for general
corporate purposes.  The Incremental Credit Facility will be an
incremental term loan facility under WMG's existing term loan
credit agreement.

Proposed Debt Repayment

WMG currently intends to use approximately $175 million of
available cash (i) to redeem approximately $72 million in
aggregate principal amount of WMG's 6.000% Senior Secured Notes
due 2021 and 6.250% Senior Secured Notes due 2021 and to pay
related call premiums of 3 percent and (ii) prior to the
completion of the Incremental Credit Facility financing, to repay
approximately $100 million in aggregate principal amount of
borrowings under WMG's existing senior secured term loan facility.
The amount and timing of any such redemption or repayment, and the
indebtedness to be repaid, will depend on the amount of cash
available and other circumstances at the time WMG elects to make
any such redemption or repayment.

Recent Developments

The Company has presented certain preliminary estimated financial
information of Parent for the three months ended March 31, 2013,
based on currently available information.  The Company has also
presented a preliminary estimate of WMG's Covenant EBITDA for the
12 months ended March 31, 2013.  Neither Parent nor WMG has
finalized its results for the periods.

For the three months ended March 31, 2013, the Company's
consolidated revenue is estimated to have been in a range of
approximately $665 million to $685 million, compared to $623
million for the combined three months ended March 31, 2012.  The
Company estimates revenue of its Recorded Music business, prior to
intersegment eliminations, to have been in a range of
approximately $546 million to $562 million, compared to $499
million for the combined three months ended March 31, 2012, and
revenue of its Music Publishing business, prior to intersegment
eliminations, to have been in a range of approximately $125
million to $129 million, compared to $127 million for the combined
three months ended March 31, 2012.

Reported OIBDA for the Company is estimated to have been in a
range of approximately $111 million to $121 million, compared to
$85 million for the combined three months ended March 31, 2012.
The Company's Covenant EBITDA is estimated to have been in a range
of approximately $483 million to $493 million for the last twelve
months ended March 31, 2013, as compared to $454 million for the
last twelve months ended March 31, 2012.

The Company also estimates its cash and cash equivalents as of
March 31, 2013, to have been approximately $295 million, which
amount does not reflect its payment of interest of approximately
$54 million on April 1, 2013.

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

Warner Music incurred a net loss attributable to the Company of
$112 million for the fiscal year ended Sept. 30, 2012, compared
with a net loss attributable to the Company of $31 million for the
period from July 20, 2011, through Sept. 30, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $5.19 billion
in total assets, $4.33 billion in total liabilities and $864
million in total equity.

                            *    *     *

As reported by the TCR on Feb. 13, 2013, Standard & Poor's Ratings
Services placed its ratings on New York City-based recorded music
and music publishing company Warner Music Group (WMG) on
CreditWatch with negative implications.  This action follows the
company's announcement that it has entered into a definitive
agreement to acquire U.K.-based Parlophone Label Group for about
$765 million in cash.


WEST CORP: Reports $3 Million Net Income in First Quarter
---------------------------------------------------------
West Corporation reported net income of $3.05 million on $660.22
million of revenue for the three months ended March 31, 2013, as
compared with net income of $34.04 million on $639.06 million of
revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $3.94
billion in total assets, $4.79 billion in total liabilities and a
$850.15 million stockholders' deficit.

"West Corporation started 2013 on a positive note, re-entering the
public equity markets and delivering growth in consolidated
revenue, platform-based revenue, adjusted operating income and
adjusted EBITDA.  With our stable operating model and healthy
margins, we generated strong free cash flow and are announcing a
quarterly dividend of $0.225 per share.  We see future growth
opportunities as we continue to develop and manage large-scale,
complex, mission-critical transactions for our clients' constantly
evolving communications needs," stated Tom Barker, CEO.

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

                        http://is.gd/5bWQLV

                       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.

                        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.


WEST PENN: Fitch Places 'C' Bonds Rating on Rating Watch Evolving
-----------------------------------------------------------------
Fitch Ratings has placed on Rating Watch Evolving the 'C' rating
on West Penn Allegheny Health System's (WPAHS) series 2007A bonds,
issued by the Allegheny County Hospital Development Authority
(PA). Fitch's action follows the completion of a tender offer by
insurer Highmark Inc., which resulted in the purchase of
approximately 85% ($604.2 million par value) of the outstanding
bonds.

The transaction follows the approval by the Pennsylvania
Department of Insurance of the affiliation between WPAHS and
Highmark and the creation of an integrated delivery network by the
two entities.

As part of the tender offer, bondholders consented to material
amendments to the bonds' legal provisions and covenants, as well
as a reduction in continuing disclosure requirements, although
security for the bonds remains a pledge of the gross revenues of
the 2007 obligated group.

Fitch is evaluating the transaction, the merged entity's
development plans, and the terms of the Department of Insurance's
approval, and will also assess whether future disclosure content
and practice will be sufficient to maintain a rating. Fitch will
update the rating following the conclusion of the review.


WESTINGHOUSE SOLAR: Amends 2012 Annual Report
---------------------------------------------
Westinghouse Solar, Inc., has amended its annual report for the
fiscal year ended Dec. 31, 2012, to amend Part III of the original
filing to include the information required by and not included in
Part III of the Original Filing.  The Company also included as an
exhibit the current certification required under Section 302 of
the Sarbanes-Oxley Act of 2002.  A copy of the Amended Form 10-K
is available for free at http://is.gd/D9YaPG

                        About Westinghouse

Campbell, Calif.-based Westinghouse Solar, Inc., is a designer and
manufacturer of solar power systems and solar panels with
integrated microinverters.  The Company designs, markets and sells
these solar power systems to solar installers, trade workers and
do-it-yourself customers in the United States and Canada through
distribution partnerships, the Company's dealer network and retail
outlets.

Westinghouse Solar disclosed a net loss of $8.62 million on $5.22
million of net revenue in 2012, as compared with a net loss of
$4.63 million on $11.42 million of net revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $3.80 million
in total assets, $5.20 million in total liabilities, $983,747 in
series C convertible redeemable preferred stock, and a $2.38
million total stockholders' deficit.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012, citing significant
operating losses and negative cash flow from operations that raise
substantial doubt about its ability to continue as a going
concern.


WIZARD WORLD: Enters Into Lease with Bristol Capital
----------------------------------------------------
Wizard World, Inc., entered into a commercial real estate lease,
as lessee, with Bristol Capital, LLC, and 225 California Street,
LLC, as lessors, for new office space located in El Segundo,
California, with each of Bristol and 225 California holding an
undivided 50% tenant-in-common interest.  The initial term of the
Lease is for seven years ending on March 31, 2020.  Pursuant to
the Lease, the Company will pay base rent of $6,900 per month and
an initial security deposit of $13,800 is required.

This transaction constitutes a related party transaction under
Item 404(a) of Regulation S-K on the basis that Bristol and 225
California are managed by a member of the board of directors of
the Company and the Company's Chief Executive Officer,
respectively.  The Company's entering into the Lease was approved
by the disinterested members of the Board.

On April 23, 2013, John Macaluso, chief executive office of the
Company, issued a letter to shareholders.

"I write to you at an exciting and important time for Wizard
World, Inc. ... and would like to offer my most sincere thank you
for your continued and amazing support over the past year.  We
have experienced a number of recent positive developments that I
would like to share with you as we continue to grow as a company
and as the leading presenter of Comic Con touring exhibitions
around the country.

A full-text copy of the Letter is available for free at:

                        http://is.gd/iULzw6

                         About Wizard World

Based in New York, N.Y., Wizard World, Inc., is a producer of pop
culture and multimedia conventions ("Comic Cons") across North
America that markets movies, TV shows, video games, technology,
toys, social networking/gaming platforms, comic books and graphic
novels.  These Comic Cons provide sales, marketing, promotions,
public relations, advertising and sponsorship opportunities for
entertainment companies, toy companies, gaming companies,
publishing companies, marketers, corporate sponsors and retailers.

Wizard World disclosed a net loss of $1.02 million on $6.74
million of convention revenue for the year ended Dec. 31, 2012, as
compared with a net loss of $2.01 million on $3.78 million of
convention revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.27 million
in total assets, $6.03 million in total liabilities and a
$3.75 million total stockholders' deficit.


WOODCREST COUNTRY CLUB: Sets May 24 Plan Confirmation Hearing
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Woodcrest Country Club will be sold at auction on May
20.  Unless there is a higher offer or the bank exercises its
right to buy the club with secured debt, a group of investors
named Cherry Hill Land Associates LLC will buy the operation for
$6.25 million.  The club's Chapter 11 trustee believes the
$6.25 million price represents market value.

The report adds that on May 24, the trustee will be in bankruptcy
court in pursuit of approval of a liquidating Chapter 11 plan
where unsecured creditors with $1.6 million in claims are
projected for a 6 percent recovery.  The plan was made possible by
a settlement between the trustee and secured lender Sun National
Bank of Vineland, New Jersey, owed $11.6 million.  The bank will
receive proceeds from the club's sale after setting aside $1.6
million for costs of the Chapter 11 case, $315,000 to repay
financing for the bankruptcy, and $100,000 for unsecured
creditors.

                   About Woodcrest Country Club

Woodcrest Country Club, a member-owned golf club in Cherry Hill,
New Jersey, filed for Chapter 11 protection (Bankr. D.N.J. Case
No. 12-22055) on May 9, 2012, in Camden, New Jersey.

The Debtor estimated up to $10 million in assets and liabilities
in excess of $10 million.

The golf course, which opened in the early 1930s, has $10.7
million in secured debt mostly owed on mortgages to Sun National
Bank of Vineland, New Jersey.  About $6.37 million of those claims
are unsecured.  There is another $1.5 million owing to trade
suppliers.


XZERES CORP: Hires Consultant and Advisor for Possible Sale
-----------------------------------------------------------
Xzeres Corp., on April 5, 2013, entered into consulting agreement
with Hofflich & Associates, Inc., to provide the Company with
management support services including that related to financial
reporting, budgeting, and general financing strategy.  The Company
has agreed to pay Hofflich Value a weekly fee in the amount of
$17,500.

Also on April 5, the Company also entered into an advisory
agreement with Max Value Advisors, LLC, to provide the Company
with strategic financial advice.  The Company has agreed to pay
Max Value a monthly fee in the amount of $40,000.

The financial advisor will, among other things:

   * evaluate the Company's strategic options, including a
     possible sale or disposition of the Company's assets, the
     Company's debt capacity and alternative capital structures,
     and the Company's ability to raise additional equity capital;

   * advise the Company as its exclusive financial advisor on all
     aspects of a potential transaction, including timing,
     structure and terms;

   * assist the Company, if required, to draft an informational
     offering memorandum, and to solicit, coordinate and evaluate
     indications of interest regarding a Transaction; and

   * assist the Company with the design of any debt and equity
     securities or other consideration to be issued in connection
     with a transaction.

These agreements were required by the terms of the Company's
senior secured lending facility loan funded by Renewable Power
Resources, LLC.

Copies of the Agreements are available for free at:

                         http://is.gd/5sX8iV
                         http://is.gd/vTdPFD

                          About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

As reported by the Troubled Company Reporter on July 3, 2012,
Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about XZERES' ability to continue as a going
concern, following its audit of the Company's financial position
and results of operations for the fiscal year ended Feb. 29, 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.

The Company's balance sheet at Nov. 30, 2012, showed $4.11 million
in total assets, $5.13 million in total liabilities and a
$1.02 million total stockholders' deficit.


YARWAY CORP: Wins Approval for Logan as Claims Agent
----------------------------------------------------
Yarway Corporation obtained Court approval to employ Logan &
Company, Inc., as claims and notice agent.

Logan will send out certain designated notices, to maintain claims
files, and maintain a claims register.  Logan will be compensated
in accordance with the pricing schedule agreed by the parties.

For monthly storage, Logan will charge the Debtor $0.10 per
creditor name per month.  Logan will charge $205 per hour for Web
site design and maintenance.  For consulting services,
professionals at Logan will charge at these hourly rates:

     Category                                 Rate
     --------                              ----------
Principal                                     $297
Court Testimony                               $325
Senior Consultant                             $225
Statement & Schedule Preparation              $220
Account Executive Support                     $205
Public Wesbiste Design and Maintenance        $205
Data & File Conversion/Programming Support    $165
Project Coordinator                           $140
Analyst                                       $125
Quality Control and Audit                      $77
Data Entry & Other Admin. Tasks                $77
Clerical Support                               $50

The Debtor has made an advance payment to Logan in the amount of
$5,000.

                     About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.


YARWAY CORP: List of Creditors Holding Non-Asbestos Claims
----------------------------------------------------------
Yarway Corp. on April 24 filed a list of known creditors
potentially holding unsecured claims, other than asbestos related
claims:

  Entity                 Nature of Claim        Claim Amount
  ------                 ---------------        ------------
Citrine Pool LLC         Intercompany Claim     $155,634,903
9 Roszel Road
Princeton, NJ
c/o Lars E. Neverdal
Tel: (609) 720-4530
Fax: (609) 806-2290

State of Delaware        Tax Liability          Unknown

Georgia Department of
Revenue                  Tax Liability          Unknown

Iowa Dept. of Revenue    Tax Liability          Unknown

Missouri Department
of Revenue               Tax Liability          Unknown

North Carolina
Department of Revenue    Tax Liability          Unknown

Pennsylvania Dept.
Of Revenue               Tax Liability          Unknown

The Debtor obtained approval from the Bankruptcy Court to file a
list of 20 law firms representing the largest numbers of asbestos
plaintiffs asserting claims against the Debtor in lieu of a list
of the individual holders of the 20 largest unsecured claims.  The
list of the law firms representing the asbestos claimants was
reprinted in the April 29, 2013 edition of the TCR.

                     About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.


YARWAY CORP: Proposes James Patton as Future Claimants' Rep
-----------------------------------------------------------
Yarway Corporation is asking for an order authorizing the
appointment of James L. Patton, Jr., Esq., as legal representative
for future asbestos-related claimants.

A hearing on the application is scheduled for May 29, 2013 at
11:00 a.m.  Objections are due May 16.

The Debtor presently anticipates that key elements of its plan of
reorganization will be the establishment of a trust for the
purpose of liquidating and paying all asbestos-related claims
against the Debtor.  The Debtor says the interest of current and
future asbestos-related claimants must accordingly be assessed and
accommodated in the Debtor's reorganization proceedings.

The future claimants are persons and entities that have not yet
asserted an asbestos-related personal injury claim against the
Debtor but may in the future assert such a claim.

Prepetition, the Debtor engaged in discussions with an ad hoc
committee of five law firms representing asbestos plaintiffs
asserting claims against the Debtor.  Recognizing potential
conflicts of interests between future claimants and those asbestos
claimants who have pending claims, the Debtor engaged Mr. Patton
to act as future claimants' representative effective November
2011.  For his work prepetition, Mr. Patton was paid by the Debtor
an hourly rate of $900 plus reimbursement of reasonable fees and
expenses.

Mr. Patton is chairman of Young Conaway Stargatt & Taylor, LLP and
a partner in the Bankruptcy and Corporate Restructuring section of
the firm.

The Debtor asks the Court that the appointment of Mr. Patton be
made on these terms and conditions:

   * The future claimants' representative will have standing to be
     heard as a party-in-interest in the Chapter 11 case;

   * Mr. Patton may retain attorneys and other professionals with
     prior approval from the Bankruptcy Court; and

   * Mr. Patton will be paid in his current hourly rate of $975,
     subject to filing fee applications for the allowance of
     compensation.

                    About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.


* Fitch Says Home Equity Credit Quality Likely to Worsen in 2014
----------------------------------------------------------------
U.S. banks with large home equity books will face increasing
credit risk next year as 10-year interest-only draw periods for
many home equity line of credit (HELOC) borrowers come to an end,
according to Fitch Ratings.

"We regard the level of individual bank disclosure on home equity
payment reset risk as generally inadequate. For those banks with
relatively large home equity portfolios, disclosures were only
made by a handful of rated banks in recent 10-K filings," Fitch
says.

HELOC borrowers generally face a reset of payment terms after 10
years, when the line of credit matures or converts to an
amortizing loan requiring payments of both principal and interest.
The need to fund balloon payments at maturity or increased monthly
payments will lead to rising defaults when draw periods on 2004-
originated HELOCs end next year.

Home equity lending surged in 2004 as rapidly rising home prices
led to a sharp easing of credit conditions. In 2004 alone, HELOC
loans outstanding rose by 42%. Since home prices remain below 2004
levels in most parts of the country, refinancing opportunities for
those borrowers are limited.

Home equity loan losses have been improving since hitting a peak
in late 2009, but net chargeoffs remain high. Further, ratios of
loans that are either seriously delinquent or on non-accrual
status continue to rise.

For a detailed review of these issues and the potential credit
implications for large U.S. lenders, see the special report, "U.S.
Banks -- Home Equity ReSet Risk Hitting the ReSet Button in 2014,"
at www.fitchratings.com.


* Circuit Panel Divides on Employment Claim Ownership
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a divided panel from the U.S. Court of Appeals in St.
Louis ruled that damages from an employer's breach of an
employment contract belong to the employee's bankrupt estate, not
to the employee who had filed Chapter 7 bankruptcy.

The report recounts that the employee had a contract guaranteeing
three years of employment.  Two days after filing bankruptcy, he
was fired.  He later sued.  The district court dismissed the suit,
concluding that the prospective wages he was suing to recover
belong to the bankrupt estate, not the fired employee.

According to the report, two judges on the U.S. Court of Appeals
in St. Louis agreed with the district court.  The majority
reasoned that the guaranteed salary was a contingent property
right at the time of bankruptcy and therefore belonged to the
bankrupt estate.  The majority reasoned that the damages weren't
post-bankruptcy because they were not earned by any labor
performed after bankruptcy.

The report notes that Circuit Judge Kermit E. Bye dissented. He
believes the damages would be related to post-bankruptcy services
and thus should fall into the category of future wages belonging
to a bankrupt in Chapter 7.

The case is Longaker v. Boston Scientific Corp., 12-02482, 8th
U.S. Circuit Court of Appeals (St. Louis).


* Cramdown Approved, Mobile Home Not Considered Real Estate
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Cincinnati barred a
lender from characterizing a mobile home as real property absent
compliance with technical requirements of Ohio law.

The report notes that because the Sixth Circuit in Cincinnati said
the home is personal property, the bankrupt home owners were able
to "cram down" on the lender.  If it were real property, Section
1322 of the U.S. Bankruptcy Code would have precluded cramming
down a home-mortgage lender.

The report recounts that the homeowners bought the land together
with a mobile home situated there.  When they filed bankruptcy,
about $100,000 was owed.  The bankruptcy judge precluded cramdown,
using a common-law theory that the improvements became affixed to
the land.  A district judge reversed.

According to the report, the circuit court found failure to comply
with Ohio law requiring the home be affixed to a permanent
foundation and the title surrendered to the county clerk.  The
title never had been surrendered.  The appeals court ruled that a
common-law fixture analysis could not be used to make up for a
failure to follow Ohio law on mobile homes.

The case is Wallingford v. Green Tree Servicing LLC (In re
Wallingford), 12-04174, 6th U.S. Circuit Court of Appeals
(Cincinnati).


* No Homestead Exemption Without Equity in Property
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankrupt couple with no equity in a home weren't
entitled to claim a homestead exemption when an underwater,
second-lien lender carved out $28,000 for the bankruptcy trustee.

The report recounts that the couple owned a home encumbered with
two mortgages totaling $670,000.  The trustee found a buyer to pay
about $500,000.  The second-lien lender objected to the sale and
reached a settlement where the junior mortgagee received the
surplus after paying off the first mortgage, less the brokerage
fee, closing costs and $28,000 going to the trustee as carve-out
under Section 506(c) of the Bankruptcy Code.  The bankrupts
claimed a $21,600 homestead exemption in the carve-out.  The
bankruptcy judge denied the exemption.

According to the report, on appeal, U.S. District Judge Robert H.
Cleland in Detroit upheld the bankruptcy court, relying on
hornbook law that exemptions are subordinate to valid liens on the
property.  Since the second lien wasn't satisfied, Judge Cleland
said there was no property to which the homestead exemption could
attach.

The case is Baldridge v. Ellman (In re Baldridge), 12-14612, U.S.
District Court, Eastern District of Michigan (Detroit).


* GASB Publishes Statement for Nonexchange Financial Guarantees
---------------------------------------------------------------
The Governmental Accounting Standards Board (GASB) on April 30
published a new Statement that provides accounting and financial
reporting guidance to state and local governments that offer
nonexchange financial guarantees and for governments that receive
nonexchange financial guarantees on their obligations. The
pronouncement, which was approved on April 22, is available to
download at no charge on the GASB website.

GASB Statement No. 70, Accounting and Financial Reporting for
Nonexchange Financial Guarantees, requires a state or local
government guarantor that offers a nonexchange financial guarantee
to another government, organization, or individual to recognize a
liability on its financial statements when it is more likely than
not that the guarantor will be required to make a payment to the
obligation holders under the agreement.

Statement 70 also requires:

-- A government guarantor to consider qualitative factors when
determining if a payment on its guarantee is more likely than not
to be required.  Such factors may include whether the issuer of
the guaranteed obligation is experiencing significant financial
difficulty or initiating the process of entering into bankruptcy
or financial reorganization.

-- An issuer government that is required to repay a guarantor for
guarantee payments made to continue to report a liability unless
legally released.  When a government is released, the government
would recognize revenue as a result of being relieved of the
obligation.

-- A government guarantor or issuer to disclose information about
the amounts and nature of nonexchange financial guarantees.

The requirements of this Statement are effective for reporting
periods beginning after June 15, 2013.  Early application of the
standard is encouraged.  Bound copies of the Statement will be
available for purchase on May 9 via the GASB Store.

About the Governmental Accounting Standards Board

The GASB is the independent, not-for-profit organization formed in
1984 that establishes and improves financial accounting and
reporting standards for state and local governments.  Those
standards govern the preparation of financial reports and are
officially recognized as authoritative by U.S. state and local
governments and the American Institute of Certified Public
Accountants.  Its seven members are drawn from the Board's diverse
constituency, including preparers and auditors of government
financial statements, users of those statements, and members of
the academic community.  More information about the GASB can be
found at its website, http://www.gasb.org


* Rating Cuts Continue for Public Finance Sector in 1st Quarter
---------------------------------------------------------------
Downgrades continued to prevail among US public finance rating
actions in the first quarter of 2013, making up 83% of the rating
changes, says Moody's Investors Service. The total par amount of
debt downgraded, however, dropped from $95 billion the previous
quarter to $27 billion, the lowest amount since the fourth quarter
of 2011.

Upgraded debt in the first quarter increased from $4.2 billion in
fourth quarter 2012 to $10 billion, the highest quarterly total
since the fourth quarter of 2010, according to Moody's "US Public
Finance Rating Revisions for Q1 2013: High Pace Of Downgrades
Continues, Though Par Amount Is Lowest Since Q4 2011."

Local governments dominated both upgrades and downgrades during
the first quarter, with 26 upgrades on $7.4 billion in debt and
144 downgrades on $18.7 billion in debt. Eighty-five percent of
rating actions during the quarter were downgrades. In the final
quarter of 2012 there were 21 local government upgrades on $2.0
billion in debt and 104 local government downgrades on $15.6
billion in debt.

"We expect rating activity to continue to be skewed toward
downgrades over 2013 as local governments continue to struggle
with increasing pension and health care costs and constraints on
key property tax and state aid revenue sources," says Moody's
Assistant Vice President and Analyst Eileen Hawes. "Sluggish
economic and revenue growth persist in other sectors, including
state governments, infrastructure enterprises, and not-for-profit
organizations."

Moody's review of the ratings of California's cities and counties
dictated much of the rating activity during the first quarter,
resulting in approximately $19 billion in downgrades and over $7
billion in upgrades.

The downgrade of six issuers with large amounts of debt made up
over 53% of the first-quarter downgrades. The largest downgrade
during the quarter was on revenue bonds of the Dallas Fort Worth
International Airport Board, TX, which Moody's downgraded to
A2/Stable from A1/Negative, affecting $4.9 in total debt.

Approximately 55% of the first-quarter upgrades affected two
issuers in California, the City of Los Angeles (CA)'s general
obligation bonds to Aa2 from Aa3 ($3.3 billion), and the City and
County of San Francisco to Aa1 from Aa2 ($2.2 billion).

Moody's continues to have a negative outlook on most public
finance sectors.

"Despite first quarter real GDP growth and a recovering housing
market, the economy has not experienced enough sustained growth to
reverse the negative trend in the US public finance sector," says
Moody's Hawes.


* More Companies Feeling Stress of Slow Economy, April CMI Shows
----------------------------------------------------------------
The Credit Managers' Index (CMI) from the National Association of
Credit Management (NACM) for April fell to levels not seen in over
a year, reflecting the sluggishness of the overall economy.  The
53.3 mark is the lowest in over 16 months, the same weak levels
seen in the "spring swoon" of 2012.  The reading is still in
expansion territory, but it is certainly heading in the wrong
direction.  There are some positive notes, but for the most part
the data shows an economy struggling with dual issues: the
favorable factors, which signal growth, are not offering
encouragement, and the unfavorable factors, which indicate whether
companies are in a credit crisis, are exhibiting weakness.

For the favorable factor index, the sales number was a potential
bright spot, gaining slightly over last month (from 57.4 to 58.3).
In general, the data over the last 12 months was relatively
consistent, ranging from a high of 62 in August 2012 to a low of
56.7 in December.  The bad news is that those readings of 60 and
above were from the beginning of last year until the end of
summer.  Since then, they have slipped into the high to mid-50s.
New credit applications changed very little from last month (from
56.9 to 56.5).  This suggests that companies are still seeking to
expand and are asking for credit, and the data is consistent with
other data emerging on capital expenditure decisions since the
first of the year.  Most of the organizations that track capital
expenditure report a steady increase, but no spectacular expansion
thus far. Dollar collections also remained relatively stable (from
57.7 to 57.2).  The most significant drop in favorable factors was
in amount of credit extended (from 61.6 to 60.8).  Although nearly
a one-point decline, the more important point is that the category
remains above 60, and thus far is the only factor consistently in
this range.  It has not dipped below 60 in over a year, indicating
that plenty of companies are extending credit to creditworthy
applicants.  The overall favorable factor index retreated only
slightly (from 58.4 to 58.2), but is one of the lower readings
from the past year.  The only month with a weaker performance was
October, which saw a rebound back above 60 in November.  Few
expect to see that development this time.

"The real damage to the CMI came from the unfavorable factors,"
said NACM Economist Chris Kuehl, PhD.  "Many companies are now
feeling the stress of the slow economy this year."  The index of
unfavorable factors fell more than a point (from 51.4 to 50), and
is dangerously close to slipping into contraction territory.  The
index has not been this low since July 2012.  Accounts placed for
collection actually improved (from 49.7 to 50.1), as did disputes
(from 48.3 to 48.5), which counts as stable even though the
reading is below 50.  On the reverse side, rejections of credit
applications slipped (from 51.9 to 51.6), but not dramatically.
Filings for bankruptcy also slipped (from 57.3 to 56), but remains
firmly in the mid-50s.  The most dramatic declines were in dollar
amount beyond terms (from 51.2 to 47) and amount of customer
deductions (from 49.9 to 46.8).

"The collapse in dollar amount beyond terms signals that many
companies have entered the danger zone," said Mr. Kuehl.  "The
sense is that many companies are now on the brink of real trouble,
and if the economy continues to stall, there will be some overt
business collapse in the next quarter or two."

The complete CMI report for April 2013 contains more commentary,
complete with tables and graphs.  CMI archives may also be viewed
on NACM's website.

       About the National Association of Credit Management

NACM, headquartered in Columbia, Maryland, supports more than
15,000 business credit and financial professionals worldwide with
premier industry services, tools and information.  NACM and its
network of affiliated associations are the leading resource for
credit and financial management information, education, products
and services designed to improve the management of business credit
and accounts receivable.  NACM's collective voice has influenced
federal legislative policy results concerning commercial business
and trade credit to our nation's policy makers for more than 100
years, and continues to play an active part in legislative issues
pertaining to business credit and corporate bankruptcy.  Its
annual Credit Congress is the largest gathering of credit
professionals in the world.


* Two Bank Failures Bring Total in 2013 to Ten
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that banks in Georgia and North Carolina were taken over
by regulators on April 26, bringing total bank failures so far
this year to 10.  The branches and deposits were transferred to
other banks.

Douglas Bank from Douglas, Georgia, failed with four branches and
$314.3 million in deposits.  The failure cost the Federal Deposit
Insurance Corp. $86.4 million.

Parkway Bank in Lenoir, North Carolina, also failed.  It had
$103.7 million in deposits. The failure cost the FDIC $18.1
million.

                       List of Failed Banks

In 2012, there were 51 bank failures compared to 92 failed banks
in 2011, 157 in 2010, 140 in 2009 and just 25 for 2008.  The
failures in 2010 were the most since 1992, when 179 institutions
were taken over by regulators.

For 2013, the failed banks are:

                                Loss-Share
                                Transaction Party    FDIC Cost
                   Assets of    Bank That Assumed    to Insurance
                   Closed Bank  Deposits & Bought    Fund
  Closed Bank      (millions)   Certain Assets       (millions)
  -----------      -----------  -----------------    ------------
Douglas County Bank     $316.5  Hamilton State Bank       $86.4
Parkway Bank            $108.6  CertusBank, N.A.          $18.1

Chipola Community Bank   $39.2  First Federal Bank        $10.3
Heritage Bank of N Fla. $110.9  FirstAtlantic Bank        $30.2
First Federal Bank      $100.1  Your Community Bank        $9.7
Gold Canyon Bank         $45.2  First Scottsdale Bank     $11.2
Frontier Bank           $258.8  HeritageBank of the S.    $51.6
Covenant Bank            $58.4  Liberty Bank and Trust    $21.8
1st Regents Bank         $50.2  First Minnesota Bank      $10.5
Westside Community Bank  $97.7  Sunwest Bank              $20.3

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html

                    694 Banks in Problem List

The FDIC's Quarterly Banking Profile for the quarter ended Sept.
30, 2012, says that the number of institutions on the FDIC's
"Problem List" declined to 694 from 732, and total assets of
"problem" institutions fell from $282.4 billion to $262.2 billion.
This is the smallest number of "problem" institutions since third
quarter 2009.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The Deposit Insurance Fund (DIF) increased by $2.5 billion to
$25.2 billion during the third quarter.  Estimated insured
deposits increased by 2.3%.  The DIF reserve ratio was 0.35% at
Sept. 30, 2012, up from 0.32% at June 30, 2012, and 0.12% at Sept.
30, 2011.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
As of Q3 of 2012  694      $262,000          43         $9,500
2011              813      $319,432          92        $34,923
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* Deloitte Unveils Poll Data on Executive Management in Turnaround
------------------------------------------------------------------
Deloitte released poll data gathered on the subject of executive
management during a turnaround or bankruptcy.

The poll results show that communication is overwhelmingly ranked
as the most important leadership principle during a time of change
(43 percent), yet that corporate leadership teams are reluctant to
update employees during crises (25.6 percent).

The poll was conducted among 1,200 professionals from industries
including financial services; consumer and industrial products;
and technology, media and telecommunications.

A copy of the full results of the poll is available at:

     http://is.gd/ljScZo

                       About Deloitte CRG

Deloitte Corporate Restructuring Group (Deloitte CRG) is a
provider of financial and operational restructuring services,
turnaround and performance management, trustee services and
bankruptcy support services to underperforming companies and their
advisors, lenders, investors, courts and other stakeholders.


* Keith Phillips to Succeed Tice as Judge in Richmond
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Douglas O. Tice Jr. in
Richmond, Virginia, will retire from the bench on June 30 after
serving 26 years.  Keith L. Phillips, a Richmond bankruptcy
lawyer, was named last week by the U.S. Court of Appeals in
Richmond to replace Tice. Phillips is expected to assume the bench
several months after Tice steps down, the circuit court said in a
statement.


* Theodore Laufik Joins Resilience Capital as CFO
-------------------------------------------------
Private equity firm Resilience Capital Partners on Tuesday
announced the addition of Theodore Laufik, as Chief Financial
Officer and Chief Compliance Officer, Robert Northrop, as Senior
Vice President - Operations Group, and the promotions of Michael
Cavanaugh to Partner and Megan McPherson to Vice President.

Ted Laufik joins Resilience with more than 25 years of private
equity experience with Morgenthaler and Foundation Medical
Partners. Ted began his career with Deloitte LLP and is a
Certified Public Accountant. During his career Ted has helped
raise $3.0 Billion of investment capital and has provided
financing to over 350 companies across several industries. Ted was
responsible for deal structuring and execution, investor
relations, strategic planning, financial reporting, management
information systems and other administrative functions at
Morgenthaler. Ted has been both an officer and board member of
several private companies. Ted holds an MBA and BBA from Cleveland
State University.

"Ted's tremendous background and depth of experience will be an
invaluable asset to our Firm. His experience in both private
equity administration and investor relations positions us very
well as we continue to focus on our long term growth plans," said
Bassem Mansour, Co-CEO, Resilience.

Rob Northrop joins Resilience's Operations Team as Senior Vice
President focused on supporting the implementation of value
creation plans and operational support across Resilience's
portfolio companies. Prior to joining Resilience, Rob was an
Associate Partner with McKinsey & Company in Cleveland, Ohio. Rob
has specialized in serving industrial companies in pricing and
sales; lean operations and supply chain; and strategy engagements.
Prior to McKinsey, Rob served as the Director of Client Services
for Tallan, an information technology consulting firm that
specializes in developing custom software solutions for
businesses. In this capacity, Robert was responsible for running
Tallan's Midwest division. Robert holds his MBA from the
University of Virginia Darden Graduate School of Business, and his
BS from Northwestern University. "Rob's expertise and experience
at McKinsey will be a valuable resource to the Firm as it performs
due diligence and underwriting support on new investment
opportunities and as an interim support resource to Resilience
portfolio companies," said Ulf Buergel, Operating Partner,
Resilience.

"As our Firm has grown over the past 12 years we would also like
to recognize the tremendous contributions made by Mike Cavanaugh
and Megan McPherson. Both have played key roles on our investment
team," said Steven Rosen, Co-CEO, Resilience. "Mike's leadership
and experience in evaluating new investment opportunities and
working with management teams as well as Megan's comprehensive
support and keen analytical skills have contributed to our
success," added Steve Rosen.

Michael Cavanaugh first joined Resilience in 2006 and is
responsible for deal origination, investment due diligence and
portfolio company oversight. Prior to joining Resilience, Michael
was a turnaround consultant at Conway MacKenzie, an M&A attorney
at Kaye Scholer and a distressed securities trader and investment
banker at Merrill Lynch. Michael earned a J.D. from the University
of Michigan Law School, an M.B.A. from the University of Michigan
Business School and a B.A. from Columbia University. Michael also
holds the CPA/ABV and CTP designations.

Megan McPherson joined Resilience in 2007. Her responsibilities
include investment due diligence, transaction execution, and
monitoring of portfolio companies. Prior to Resilience, Megan
worked in corporate and investment banking at KeyBanc Capital
Markets. Megan received a Bachelor of Business Administration from
the University of Notre Dame. Megan is active with several
nonprofit organizations in Cleveland.

Headquartered in Cleveland, Ohio, Resilience Capital Partners --
http://www.resiliencecapital.com/-- invests in niche-oriented
manufacturing, distribution and business service companies with
sustainable market positions and a clear path to cash flow
improvement. Resilience targets platform businesses with $25
million to $250 million in revenues across a broad range of
industries where it can improve a company's operations,
competitive positioning and profitability. Since its inception in
2001, Resilience has invested in 28 companies under 20 platforms.
Its portfolio companies today employ more than 5,000 people in 14
states and collectively represent over $2 billion in revenues.
Resilience manages in excess of $320 million for its global
investor base which includes pension funds, insurance companies,
foundations and endowments, fund of funds, wealth managers, and
investment consultants.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***