TCR_Public/130502.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Thursday, May 2, 2013, Vol. 17, No. 120

                            Headlines

400 EAST 51ST STREET: To Present Plan for Confirmation on June 5
A123 SYSTEMS: Creditors Look to Disallow GM's $28-Mil. Claim
ACADIAN ENERGY: Delays Filing of Annual Financial Results
ADVANCED LIVING: Has $18 Million Offer for Six Nursing Homes
ALLSCRIPTS HEALTHCARE: S&P Lowers CCR to 'BB'; Outlook Stable

ALTISOURCE: S&P Lowers Rating on Senior Secured Loan to 'B+'
ALVOGEN PHARMA: Moody's Assigns 'B3' CFR, Stable Outlook
AMBAC FINANCIAL: Amended Plan of Reorganization Takes Effect
AMERICAN AIRLINES: Proposes to Sell Debt Tied to Tulsa Lease
AMERICAN AIRLINES: Has Settlement With NK Aviation

AMERICAN AIRLINES: Seeks Stay Relief to Pursue Tax Refund
AMERICAN AIRLINES: Travelport, Orbitz Deals Approved
AMF BOWLING: Committee's DIP Investigation Period Extended
AMF BOWLING: Has Court Authority to Employ Hilco Real Estate
AMF BOWLING: Amends Schedules of Assets and Liabilities

AMPAL-AMERICAN: Committee Files Conversion Statement
ATLANTIC AVIATION: S&P Assigns 'BB-' CCR; Outlook Stable
B&T OLSON: Court Confirms Chapter 11 Plan
BENEDICT COLLEGE: S&P Lowers Rating to 'BB-'; Outlook Negative
BERNARD L. MADOFF: Trustee's Lawyers Still Cost $10MM a Month

BEST UNION: Disclosure Statement Hearing Set for May 15
BIOLIFE SOLUTIONS: Walter Villiger Held 30.4% Stake at April 26
BIRDSALL SERVICES: Has Purchase Offer; Wants to Pay Bonuses
BORDERS GROUP: Gift Card Holders Push to Revive Refund Claims
CABLEVISION SYSTEMS: Clearview Sale No Impact on Moody's Ba2 CFR

CAESARS ENTERTAINMENT: Three Directors Elected at Annual Meeting
CENTRAL ILLINOIS: Case Summary & 20 Largest Unsecured Creditors
CEREPLAST INC: IBC Funds Owned 8.6% Equity Stake at April 19
CHRYSLER GROUP: Hits a Pothole over Retooling
CLUB H FITNESS: Case Summary & 20 Largest Unsecured Creditors

CNL LIFESTYLE: S&P Lowers Corp. Credit & Sr. Unsec. Ratings to 'B'
CODA HOLDINGS: Files for Ch. 11 to Sell to Fortress Group
COMMUNITY MEMORIAL: Plan Confirmation Hearing Set for May 30
CONSTELLATION BRANDS: Fitch Affirms 'BB+' Issuer Default Rating
CONSTELLATION BRANDS: Moody's Rates $1.55-Bil. Notes Issue 'Ba1'

CONVERTED ORGANICS: Amends 2012 Annual Report
COUNTRYWIDE FIN'L: MBIA Fails in Bid for Pretrial Ruling
CRYSTALLEX INT'L: Agrees to SEC Registration Revocation Order
DEAN FOODS: Fitch Raises Issuer Default Rating to 'BB-'
DELUXE CORP: S&P Revises Outlook to Positive & Affirms 'BB-' CCR

DENALI FAMILY: Court Says Ombudsman Appointment Not Necessary
DENNY'S CORP: Reports $7.1 Million Net Income in First Quarter
DEWEY & LEBOEUF: Ex-Chairman Davis Settles, To Pay $511,000
DUNE ENERGY: Inks Indemnification Agreements with Two Directors
DYNEGY INC: Completes Sale of Roseton Power Plant to CCI

EASTMAN KODAK: Files Reorganization Plan, Sees Q3 Exit
EASTMAN KODAK: Gets More Time to Decide on Monroe County Lease
ELWOOD ENERGY: Moody's Reviews 'Ba2' Bond Rating for Downgrade
EMPIRE RESORTS: Has $11.4 Million Rights Offering
ENERGYSOLUTIONS INC: Amends 2012 Annual Report

ENERGYSOLUTIONS INC: Stockholders Approve Merger with ECP
EQUIPOWER RESOURCES: Moody's Reviews Ba3-Rated Debt for Downgrade
ESTERLINE TECHNOLOGIES: 787 Flight Resumptions is Credit Positive
EV AMERICA: Case Summary & 3 Unsecured Creditors
FAT CATS: San Luis Obispo Restaurant Seeks Ch.11 Protection

FIRST BANKS: Appoints Chief Banking Officer
FLAT OUT: Judge Clears Lender HillStreet to Buy Grill Chain
FR TAX: Chapter 11 Case Summary & 4 Unsecured Creditors
FRONTIER AIRLINES: Republic Airways Plans to Offload by Summer
GABRIEL TECHNOLOGIES: Files Chapter 11 Plan

GEOGLOBAL RESOURCES: Obtains NYSE MKT Stock Delisting Order
GREDE HOLDINGS: S&P Retains 'BB' Rating After Loan Upsize
HOMEBANC MORTGAGE: Bear Stearns Settles Adversary Suit for $3MM
ICTS INTERNATIONAL: Delays 2012 Annual Report for Audit
INFOGROUP INC: S&P Cuts CCR to B- & Removes CreditWatch on Ratings

INNOVATIVE COMMS: Clawback Suits Against Craig, Weisman Dismissed
J AND Y INVESTMENT: Can Employ Hurley Williams as Accountants
J AND Y INVESTMENT: BACM 2004-1 Paid Over 7-Year Period
J.C. PENNEY: Issuing More Debt to Cover Cash Erosion
J.C. PENNEY: Fitch Gives 'BB-' Rating to New $1.75-Bil. Term Loan

J.C. PENNEY: Moody's Cuts CFR to Caa1 After New $1-Bil. Debt Deal
KNICK EXPLORATION: Files Management Cease Trade Order Application
KORINTH ENTERPRISES: App. Ct. Rules on Appeal in Savas-Gerber Suit
LAUSELL INC: Can Access Banks' Cash Collateral Until May 31
LDK SOLAR: Delays Form 20-F for 2012

LKS CONCEPTS: Dylan's Prime Restaurant Padlocked and in Ch. 11
LLOYD'S REFRIGERATION: Case Summary & Creditors List
MACQUARIE INFRASTRUCTURE: S&P Assigns 'BB-' CCR to Subsidiary
MAXCLEAN HOLDINGS: Crowe Horwath Raises Going Concern Doubt
MEDIA GENERAL: Stockholders Elect Nine Directors

MF GLOBAL: Court Disallows Coe's $35 Million Admin. Claim
MORGANS HOTEL: Incurs $11.7 Million Net Loss in First Quarter
MOUNTAINVIEW ENERGY: Delays Filing of Annual Financial Statements
MPG 216TH: Case Summary & 10 Unsecured Creditors
NEW CENTURY TRS: Dist. Court Denies Carr's Reconsideration Motion

NEW MEATCO: Ceases Operations & Sells Assets to Harvest
NEWLAND INT'L: Trump Ocean Club Owner in Ch. 11 with Plan
NORTEC MINERALS: Fails to File Audited Financial Statements
NUANCE COMMS: Moody's Reviews Ba2 CFR for Possible Downgrade
NV ENERGY: Fitch Raises LT Issuer Default Rating to 'BB+'

O&G LEASING: Court Confirms Plan of Reorganization
OAK ROCK: Banks Cry Fraud, Seek Ch. 7 for Specialty Lender
ON ASSIGNMENT: Moody's Rates Proposed $500MM Debt Facility 'Ba2'
OPM HOLDINGS: Voluntary Chapter 11 Case Summary
PATRIOT COAL: Warns of Liquidation Without Major Cuts to Labor

PGA FLYOVER: Accused Of Filing Ch. 11 to Ditch $45MM Judgment
PINNACLE AIRLINES: Wins Court Approval of BNY, MSCAA Agreement
PRWIRELESS INC: S&P Retains 'CCC' Rating on Secured Loans
READER'S DIGEST: Can Start Collecting Votes for Ch. 11 Plan
RESHMA LLC: Case Summary & 6 Unsecured Creditors

RESIDENTIAL CAPITAL: Court-Appointed Mediator Process Ongoing
RESIDENTIAL CAPITAL: US Bank Wants Discovery on GreenPoint Deals
RESIDENTIAL CAPITAL: Wins Approval for E&Y as Tax Advisor
RESIDENTIAL CAPITAL: Examiner Taps Leonard Street as Counsel
RESIDENTIAL CAPITAL: Bondholders Want to File Chapter 11 Plan

RG STEEL: Wins Court Approval of Agreement With AMG Resources
ROBSON CORPORATION: Case Summary & 20 Largest Unsecured Creditors
ROSELAND VILLAGE: Plan Confirmation Hearing Moved to May 16 & 17
SAFWAY GROUP: Moody's Rates Proposed $540MM Second Lien Notes B3
SANTA ROSA BAY: Fitch Affirms & Withdraws 'D' Revenue Bonds Rating

SCHLOTZSKY'S INC: 5th Cir. Says Wooleys Lack Standing to Sue
SINCLAIR BROADCAST: Reports $16.8 Million Net Income in Q1
TEXAS LEADERSHIP: S&P Assigns 'BB+' Rating to Revenue Bonds
TOBACCO ROAD: Case Summary & 17 Largest Unsecured Creditors
UNI-PIXEL INC: Reports $947,000 Net Income in First Quarter

UNI-PIXEL INC: Appoints Robert Rusenko as VP of Manufacturing
UNIT CORP: Fitch Affirms 'BB' IDR & Revises Outlook to Stable
US MORTGAGE: NJ Court Narrows Claims v. Vining Sparks, Newbridge
VISANT HOLDING: S&P Lowers CCR to 'B' on Weak Operating Trends
W.R. GRACE: Seeks to Sell Property to Gap VI for $13.1-Mil.

W.R. GRACE: $18.9-Mil. Incentive Plan for 2013 Approved
W.R. GRACE: Wins Approval of Markel Settlement
W.R. GRACE: Baker Donelson Monthly Fee Cap Increased
WEST CORP: Reports $3 Million Net Income in First Quarter
WEST CORP: Supplements 2013 Earnings Per Share Guidance

WEST PENN: S&P Lowers Rating on Series 2007A Bonds to 'D'

* BofA Seeks to Toss DOJ's $1-Billion Faulty Mortgage Suit

* Moody's Sees Modest Growth for US Apparel Sector This Year
* Moody's Says Sequestration Impact Looms on US Defense Companies
* CoreLogic Reports 55,000 Completed Foreclosures in March

* Brokerage Ills Stir Auditor Scrutiny
* Ethanol Facilities Facing Liquidation
* Insider-Trading Probe Trains Lens on Boards

* National Credit Union Administration Suits Paused by Court
* Conn. Judge Follows Majority on Repeat Filers and Stays
* Lawyer With Flat Fee Sanctioned

* Waller Adds 17 New Attorneys in Nashville, Birmingham Offices

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********

400 EAST 51ST STREET: To Present Plan for Confirmation on June 5
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved the disclosure statement explaining 400 East 51st
Street LLC's proposed plan of reorganization and scheduled a
hearing to consider confirmation of the Plan for June 5, 2013, at
9:45 a.m.  Objections to confirmation of the Plan are due May 29.

Requests for payment of administrative claims must be filed no
later than June 5.

Under the Plan, 51st Street Lender LLC's secured claim (Class 2)
is impaired and the lender is entitled to vote on the Plan.  The
51st Street, as assignee of New York Commercial Bank's claim, will
have an allowed secured claim in the amount of $14,016,847 and
will recover only 95% of its claim.  The Debtor will transfer to
the lender title to the commercial unit at the Grand Beekman
Condominium, located at 400 East 51st Street, in New York.

Holders of other priority claims (Class 1), to the extent there's
any, and general unsecured claims (Class 3) are unimpaired and
conclusively deemed to have accepted the Plan.  The estimated
claim amount for other priority claims is $0.  The estimated claim
amount for general unsecured claims is $58,207.  Holders of these
clams will recover 100%.

Holders of equity interests (Class 4) will receive no
distributions under the Plan and are therefore deemed to have
rejected the Plan.  Equity interests in the Debtor will be
cancelled.

A full-text copy of the Disclosure Statement, dated March 26,
2013, is available for free at:

         http://bankrupt.com/misc/400EASTds0326.pdf

                    About 400 East 51st Street

400 East 51st Street LLC filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-14196) on Oct. 9, 2012.  The Debtor, a Single
Asset Real Estate under 11 U.S.C. Sec. 101 (51B), owns property in
150 East 58th Street, New York.  Judge Robert E. Gerber presides
over the case.  Hanh V. Huynh, Esq., at Herrick, Feinstein LLP, in
New York, serves as counsel.  The petition was signed by Simon
Elias, member and chief administrative officer.

The Debtor disclosed $15,058,087 in assets and $11,509,639 in
liabilities as of the Chapter 11 filing.


A123 SYSTEMS: Creditors Look to Disallow GM's $28-Mil. Claim
------------------------------------------------------------
Creditors of former battery maker A123 Systems Inc. is asking a
Delaware bankruptcy judge Monday to disallow General Motors LLC's
$27.9 million claim for rejection damages.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of debtor A123 Systems, now known as B456
Systems Inc., are hoping for a result as good or better than the
settlement with electric-auto maker Fisker Automotive Inc.

Before selling the business in January to China's Wanxiang Group
Corp. for $256.6 million, A123 Systems had a contract to supply GM
with batteries for electric autos.  Because Wanxiang didn't take
over the GM contract, it was terminated with approval from the
bankruptcy court.  GM filed a claim asserting $27.9 million in
damages for breach of contract.

According to the Bloomberg report, this week, the committee filed
an objection, saying GM gave no documentation to support any
damages, let along $27.9 million.  A hearing is scheduled to be
held May 29 in U.S. Bankruptcy Court in Delaware to deal with the
GM claim.

The Bloomberg report notes that Fisker, which halted making
electric autos, similarly had its battery-supply contract
terminated.  Fisker filed claims for $48.7 million on warranties
for batteries already sold and another $91.2 million for damages
arising from termination of the contract.  With the court's
approval, Fisker settled by being given one approved unsecured
warranty claim for $15 million.

                       About A123 Systems

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

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

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

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

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


ACADIAN ENERGY: Delays Filing of Annual Financial Results
---------------------------------------------------------
Acadian Energy Inc. on April 30 disclosed that it will not be able
to file its audited financial statements for the year ended
December 31, 2012, its management's discussion and analysis
relating to the financial statements, and the CEO and CFO
certificates by April 30, 2013 as required under securities laws.

The Corporation has applied for an order from the relevant
Canadian securities regulatory authorities for a management cease
trade order ("MCTO") as provided for in National Policy 12-203 -
Cease Trade Orders for Continuous Disclosure Defaults ("NP 12-
203") which prohibits trading in securities of the Corporation by
certain insiders of the Corporation.  The granting of an MCTO is
at the discretion of the Canadians securities regulatory
authorities and there is no assurance that an order will be
granted.

The delay in filing the Disclosure Documents is a result of
insufficient opportunity available for the necessary preparation
and filing of the Disclosure Documents.

An MCTO would not generally affect the abilities of persons who
have not been directors, officers or insiders of the Corporation
to trade securities of the Corporation.  The Corporation intends
to satisfy the provisions of the alternate information guidelines
as set out in NP 12-203 for as long as the Corporation remains in
default, including the issuance of bi-weekly default status
reports, each of which will be issued in the form of a press
release.

                           About Acadian

Headquartered in Toronto, Canada, Acadian is a junior exploration
and production company which is focused on the exploration and
development of New Albany shale oil and natural gas in the
Illinois Basin.  The Corporation continues exploration development
of the oil potential of the New Albany Shale.  Acadian trades on
the TSX Venture Exchange under the symbol ACX.


ADVANCED LIVING: Has $18 Million Offer for Six Nursing Homes
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Advanced Living Technologies Inc., the owner of six
not-for-profit Texas nursing homes, decided that an $18 million
offer from Southern TX SNF Realty LLC represents the best bid to
acquire the facilities.  According to the report, with a second
offer from another bidder for $750,000 less, Advanced Living
canceled the auction because the potential buyer with the lower
bid said it wouldn't raise the price.

There will be a hearing on May 9 in U.S. Bankruptcy Court in
Austin, Texas, for approval of the sale.

The indenture trustee for the bondholders is consenting to the
sale at $18 million, according to a court filing.

              About Advanced Living Technologies

Advanced Living Technologies, Inc., owner of six skilled nursing
facilities throughout Texas, filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sell
substantially the facilities as a going-concern in two months.

The Debtor previously sought Chapter 11 protection in January 2008
(Bankr. W.D. Tex. Case No. 08-50040) and exited bankruptcy in May
2008.

In the new Chapter 11 case, the Debtor has tapped Hohmann, Taube &
Summers, LLP, as counsel, CohnReznick LLP, as financial advisor,
and RBC Capital Markets, LLC, as investment banker.

As of the new Chapter 11 filing, the Debtor had total assets of
$12 million and liabilities of $25 million.


ALLSCRIPTS HEALTHCARE: S&P Lowers CCR to 'BB'; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Chicago-based Allscripts Healthcare Solutions Inc. to
'BB' from 'BB+'.  The outlook is stable.

At the same time, S&P lowered the issue level rating on the
$470 million term loan due 2015, $250 million revolver due 2015,
and $150 million incremental term loan due 2016 to 'BBB-' from
'BBB'.  The recovery rating remains '1', indicating a very high
(90% to 100%) recovery in the event of a payment default.

"The downgrade is based on our view that Allscripts' credit
profile has deteriorated during the past year due to weak
financial performance resulting from product integration issues, a
decline in new system sales, and higher debt load to support share
repurchases and acquisitions," said Standard & Poor's credit
analyst Andrew Chang.

The stable outlook reflects S&P's expectation that Allscripts'
recent revenue declines will reverse over the near term and that
its stable recurring revenue base and high backlog will support
consistent profitability during the next year.


ALTISOURCE: S&P Lowers Rating on Senior Secured Loan to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its rating
on Altisource Portfolio Solutions S.A.'s long-term senior secured
term loan to 'B+' from 'BB-' and revised the recovery rating to
'3' from '2.'  Standard & Poor's also said that it affirmed its
'B+' issuer credit rating on the company.  The outlook is
stable.

The rating actions followed Altisource's announcement that it will
issue an additional $200 million add-on to the $200 million long-
term senior secured term loan it issued in November 2012.  The
proposed issuance will provide long-term financing for part of the
firm's acquisition of the fee-based business from Ocwen Financial
Corp., as well as for stock repurchases and general purposes,
including acquisitions.  The company is also looking to add an
additional $200 million shelf to the existing offering.

The recovery rating on the firm's long-term senior secured term
loan reflects S&P's simulated default scenario, which contemplates
a default in 2017, resulting from client defections within the
mortgage services industry.  S&P believes that the company would
restructure in the event of a default because it would continue to
be a viable business due to its long-term client relationships and
investments in infrastructure.  To value the company, S&P applied
a 4.5x multiple to its projected default EBITDA amount of
$64 million.  After accounting for bankruptcy expenses of 3% of
the enterprise value, S&P arrived at a net distressed enterprise
value of about $275 million.  "We believe that the senior secured
creditors would receive meaningful recovery of 50%-70%," said
Standard & Poor's credit analyst Jeffrey Zaun.  "We expect that
the firm will remain exposed to the vicissitudes of mortgage
cycles, but we view its recurring earnings as high quality."

The stable outlook reflects S&P's view of the operational risks
the firm's continued growth across multiple geographies and
multiple products pose as well as its strong core financial
performance and cash flow coverage.

S&P will monitor management's initiatives to diversify the firms'
products and customers.  An upgrade is unlikely over the next two
years because of operational risks and customer concentration.
S&P could downgrade the company if large acquisitions or depressed
economic conditions weaken its financial profile, degrading its
leverage and debt service metrics.

Over the long term, S&P expects that management will operate
Altisource with moderate amounts of long-term debt and maintain
debt to EBITDA of 1.5x-2.5x.  A failed acquisition or operational
problem could put pressure on capital.  If debt to EBITDA were to
increase to more than 3.0x on a sustained basis, without a
credible plan to reduce leverage, S&P could downgrade the firm.


ALVOGEN PHARMA: Moody's Assigns 'B3' CFR, Stable Outlook
--------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and B3-PD Probability of Default Rating to Alvogen Pharma US, Inc.
Moody's also assigned a B3 rating to the proposed $225 million
senior secured term loan B. The rating outlook is stable. This is
the first time Moody's has rated Alvogen.

Ratings Assigned:

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

$225 million senior secured term loan B, B3 (LGD3, 49%)

The outlook is stable.

Alvogen's B3 Corporate Family Rating reflects its modest size and
scale within the highly competitive generic pharmaceutical
industry. The rating also reflects the company's high dependence
on a relatively few number of products for revenue and cash flow.

The company also has high geographic concentration, as its
operations are solely focused in the US, and high manufacturing
risk as all of the company's contract manufacturing business and
many of its generic drugs are produced out of a single facility in
Norwich, NY. The rating also reflects the limited track record of
Alvogen Pharma US in its current form and the risk that value is
transferred to outside of the credit group to fund the parent
company's emerging markets growth strategy. Operations outside of
the US credit group had negative EBITDA in 2012.

The rating is supported by adjusted debt to EBITDA that is
relatively moderate, at approximately 4.0 times. Further, with
minimal cash taxes and moderate capital expenditures, Moody's
expects the company to generate positive free cash flow. However,
meaningful debt repayment is unlikely as Moody's believe the
company will continue to make acquisitions and much of the cash
flow from Alvogen Pharma US will be deployed to support operations
outside of the US credit group.

With high product and manufacturing concentration and the
expectation that cash will flow out of the credit group, an
upgrade in the near term is unlikely. That being said, the ratings
could be upgraded should the company's leverage remain sustained
below 3.0 times, combined with additional business
diversification.

The ratings could be downgraded should there be material
deterioration in any key product franchise (i.e., a manufacturing
disruption) or if the company fails to obtain new product launches
and business wins to replace the declines in the current base
business. If leverage increase above 5.0 times or free cash flow
is negative Moody's could downgrade the ratings. Further, if the
company pursues material debt funded acquisitions or provides
support to operations outside of the credit group to a degree that
is detrimental to US creditors, Moody's could downgrade the
ratings. Failure to refinance or renew its ABL or put another form
of external liquidity into place over the next year could also
lead to a rating downgrade.

The principal methodology used in this rating was the Global
Pharmaceutical Industry published in December 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Alvogen Pharma US, Inc. is a subsidiary of Alvogen Lux Holdings
Sarl. Alvogen comprises the US generic pharmaceuticals and
contract manufacturing operations of LuxCo, which also has
international and other operations not included in the US credit
group. Alvogen reported US third party sales of under $200M for
the year ended December 31, 2012. Alvogen is 40% owned by Aztiq
SICAR investment fund (fully controlled by the company's CEO,
Robert Wessman,) and 60% owned by other investors, Al Maseera (a
Saudi family owned company) GMS Holdings (a Jordanian family owned
company) and US investment fund AFI Partners.


AMBAC FINANCIAL: Amended Plan of Reorganization Takes Effect
------------------------------------------------------------
Ambac Financial Group, Inc. on May 1 announced the effectiveness
of its Second Modified Fifth Amended Plan of Reorganization, which
marks the completion of its financial restructuring and Ambac's
emergence from Chapter 11 bankruptcy protection.  "I would like
thank all of those who dedicated so much time and effort,
including our employees and advisors, in helping us complete our
restructuring," said Diana Adams, Ambac's President and CEO.
"This is an exciting day and the start of a new chapter for all of
us at Ambac," Ms. Adams added.  "We emerge with a stronger balance
sheet and a commitment to a successful future.  Looking forward,
we expect to pursue a number of new initiatives and identify the
best opportunities for Ambac and our stakeholders."

Under the terms of the restructuring, all allowed claims of
Ambac's former creditors were discharged and such creditors
received new common stock, and in certain instances, new warrants,
issued by the reorganized company.  Ambac's new common stock and
warrants are listed on the NASDAQ Global Select Market under the
ticker symbols AMBC and AMBCW, respectively.  All common stock of
the Company in existence prior to Ambac's emergence from
bankruptcy has been cancelled.  Holders of such existing stock
have not, and will not, receive distributions under the Plan.

                      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: Proposes to Sell Debt Tied to Tulsa Lease
------------------------------------------------------------
AMR Corp., the parent of American Airlines Inc., plans to sell
$215 million worth of debt tied to the airline's lease at Tulsa
International Airport.  The company will ask Judge Sean Lane at a
court hearing on May 9 to approve the sale of a series of bonds
dating back to two packages of improvements to its Maintenance &
Engineering Center in 1988 and 1991, Tulsa World reported.

The projects related to the bonds included the construction of
Hangar 6, upgrades to warehouses, and industrial waste treatment,
according to the report.  The interest-only bonds came due in 2000
and 2001, and were reissued.  About $215 million of the $425
million worth of bonds related to the Tulsa base is owned by
American Airlines, Tulsa World reported.

Gary Betow, secretary for the Tulsa Airport Authority, said the
airline would not be selling the bonds unless there was some
surety that it was keeping the Tulsa base.

"American would not be putting the bonds out on the public market
unless they have made a decision to stay in Tulsa and continue
making lease payments," Tulsa World quoted Mr. Betow as saying.

In connection with the proposed sale, AMR is also seeking
approval to enter into a remarketing agreement with Citigroup
Global Markets Inc. to serve as remarketing agent.

                      About American Airlines

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

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

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

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

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

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


AMERICAN AIRLINES: Has Settlement With NK Aviation
--------------------------------------------------
AMR Corp. asked the U.S. Bankruptcy Court in Manhattan to approve
a settlement of claims with NK Aviation Ltd.

The claims stemmed from a pre-bankruptcy transaction involving
the sublease of 39 aircraft, which NK Aviation entered into with
AMR and its regional carrier American Airlines Inc.  A list of
the aircraft can be accessed for free at http://is.gd/sDEvjl

Under the deal, NK Aviation can assert a general unsecured claim
as well as an administrative claim against each of the companies.
The amount of each claim wasn't disclosed in the agreement, which
was filed under seal to protect "sensitive commercial
information," according to court filings.

"In the absence of the agreement with respect to the allowed
claims, the debtors would likely incur a great deal of time and
expense to contest and resolve such potential claims," said AMR
lawyer, Jasmine Ball, Esq., at Debevoise & Plimpton LLP, in New
York.

A court hearing to consider approval of the proposed settlement
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.

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

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

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


AMERICAN AIRLINES: Seeks Stay Relief to Pursue Tax Refund
---------------------------------------------------------
AMR Corp., the parent of American Airlines Inc., asked Judge Sean
Lane to lift the automatic stay so that the airline can prosecute
its claims for refund against the Commissioner of Internal
Revenue.

American Airlines was forced in 2011 to pay the assessment for
withholding taxes allegedly owed by the airline with respect to
the remuneration it paid to foreign flight attendants.

In July 2011, American Airlines filed a case against the
commissioner in the U.S. Tax Court.  The case was automatically
halted following the airline's bankruptcy filing.

AMR wants the stay lifted so that its regional carrier can move
ahead with its case against the commissioner, or file another
lawsuit in a district court.

"The debtors' estates would be harmed if they are prevented from
pursuing the potential refund from all reasonable avenues," said
AMR lawyer, Stephen Youngman, Esq., at Weil Gotshal & Manges LLP,
in New York.

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.

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

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

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


AMERICAN AIRLINES: Travelport, Orbitz Deals Approved
----------------------------------------------------
American Airlines Inc. won a bankruptcy judge's approval to
settle its legal dispute with Travelport Ltd. and Orbitz
Worldwide LLC.

Judge Sean Lane of the U.S. Bankruptcy Court in Manhattan signed
off on an order approving the airline's two separate agreements
with the travel agencies to settle a lawsuit in federal district
court in Texas.

American Airlines sued both agencies, accusing them of
monopolizing how fares and flights are distributed to travel
agents.  A judge dismissed some of the airline's claims in
November 2011 but allowed the lawsuit to go ahead.

The settlement with Travelport also resolves the lawsuit filed by
the agency against the airline in the Circuit Court for Cook
County, Illinois.  As part of the deal, American Airlines will
receive cash payments and will take over some of their existing
contracts, which have been revised recently to improve the
distribution of the airline's products.

The suit is American Airlines Inc. vs. Travelport Limited, a
foreign corporation, and Travelport, LP, and Orbitz Worldwide,
LLC, Case No. 4:11-cv-00244-Y, in United States District Court
for the Northern District of Texas Fort Worth Division.

                      About American Airlines

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

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

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

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

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

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


AMF BOWLING: Committee's DIP Investigation Period Extended
----------------------------------------------------------
The Final DIP Order, entered on December 18, 2012, provides, among
other things, that the Official Committee of Unsecured Creditors
have until Jan. 18, 2013, to investigate and commence an adversary
proceeding or contested matter and challenge the findings
contained in the Final DIP Order.

The Debtors, the Committee, Credit Suisse AG, Cayman Islands
Branch, as administrative agent on behalf of itself and the
lenders, and certain DIP Lenders, entered into a court-approved
stipulation further extending the Investigation Period through the
earlier of (i) the date the Court enters an Order approving a
chapter 11 plan in the Chapter 11 cases, or (ii) June 25, 2013.

                    About AMF Bowling Worldwide

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

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

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

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

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

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

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


AMF BOWLING: Has Court Authority to Employ Hilco Real Estate
------------------------------------------------------------
Judge Kevin R. Heunnekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia, Richmond Division, authorized AMF
Bowling Worldwide, Inc., and its debtor affiliates to employ Hilco
Real Estate, LLC, effective as of Jan. 29, 2013.

The Debtors said they need Hilco to assist them in the
negotiations of their leases, and the restructuring, assignment,
sale or termination of those leases in connection with their sale
efforts.

For its services, Hilco will be paid:

   (a) For each restructured lease, Hilco will earn a fee equal to
       an amount equal to the sum of (i) $2,000 and (ii) aggregate
       restructured lease savings multiplied by 4%. In addition,
       Hilco may earn an additional $1,000 for each material non-
       economic modification to the restructured lease.

   (b) For each closing of a transaction in which any lease is
       sold, assumed and assigned, or terminated by the Company,
       Hilco will earn a fee in an amount equal to 4% of gross
       lease proceeds.

   (c) For any lease sold, assumed and assigned, or terminated by
       the Company, if the "cure amount" required to be paid to
       the landlord to cure defaults existing at the time of the
       sale, assumption and assignment, or termination is reduced
       or waived below the "cure amount" that the Company
       reasonably believes is required to cure defaults, Hilco
       will also earn a fee for the waiver or reduction of the
       "cure amount" in an amount equal to 4% of the total amount
       so reduced or waived.

   (d) For any lease sold, assumed and assigned, or terminated,
       Hilco will also earn a fee in an amount equal to 4% of the
       difference between (a) the amount of any claim asserted by
       the landlord for each such lease under Sections 365 or 503
       of the Bankruptcy Code and (b) the amount of any claim as
       paid, reduced, or waived.

   (e) For any lease sold, assumed and assigned, or terminated by
       the Company or any lease rejected by the Company, Hilco
       will earn a fee in an amount equal to 4% of the Value of
       the Total Claim Reduction for each lease.

   (f) Hilco will be paid a fee equal to $400 per hour, plus
       Expenses, for each appearance in the Court and for all
       litigation and litigation preparation.

   (g) Hilco Real Estate will also be entitled to reimbursement of
       reasonable expenses.

                    About AMF Bowling Worldwide

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

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

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

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

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

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

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


AMF BOWLING: Amends Schedules of Assets and Liabilities
-------------------------------------------------------
AMF Bowling Worldwide, Inc., amended its schedules of assets and
liabilities to disclose the following:

A. Real Property                                      $508,114
B. Personal Property                                29,585,582

   TOTAL SCHEDULED ASSETS                          $30,093,697
   ===========================================================

C. Property Claimed as Exempt                              N/A
D. Creditors Holding Secured Claims               $316,854,532
E. Creditors Holding Unsecured Priority Claims           1,800
F. Creditors Holding Unsecured Nonpriority Claims  109,029,935

   TOTAL SCHEDULED LIABILITIES                    $425,886,268
   ===========================================================

Full-text copies of the Amended Schedules dated April 3, 2013, are
available for free at:

          http://bankrupt.com/misc/AMFBOWLINGsal0403.pdf

                    About AMF Bowling Worldwide

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

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

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

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

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

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

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


AMPAL-AMERICAN: Committee Files Conversion Statement
----------------------------------------------------
BankruptcyData reported that Ampal-American Israel's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a statement regarding the motion to determine whether this
Chapter 11 case should be converted to a Chapter 7 case or
dismissed.

The committee states, "In connection with and in response to the
Motion to Convert or Dismiss and the OSC, we have been advised
that, in a special vote of the Debtor's Debenture holders held
last week, more than 75% of the Debenture holders in each
Debenture series (Series A, B and C) that participated in the
voting voted to support the conversion of the case to Chapter 7.
We have been further advised that, following conversion of the
case to Chapter 7, the Debenture holders intend to elect a trustee
pursuant to Section 702 of the Bankruptcy Code, and that certain
of the Debenture holders have expressed their willingness to
provide the elected Chapter 7 trustee with financing reasonably
necessary to support the trustee's activities," the BData report
related.

The committee continues, "The Committee members further report
that, at a general meeting of bondholders in connection with the
voting, they explained to the participating bondholders that votes
in favor of conversion to Chapter 7 would be, in essence, non-
effective without a commitment to provide at least the $500,000 in
financing that the Chapter 11 Trustee believes is necessary, on an
initial basis, to fund the Chapter 7 trustee's costs (including
the retention of appropriate professionals)," the report added.

                        About Ampal-American

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

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

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

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


ATLANTIC AVIATION: S&P Assigns 'BB-' CCR; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
corporate credit rating to Atlantic Aviation FBO Inc.  The outlook
is stable.  At the same time, S&P assigned its 'BB-' issue rating
to the proposed $535 million senior secured first-lien credit
facility, which consists of a $70 million revolver and a
$465 million term loan.  The '3' recovery rating indicates S&P's
expectation of meaningful (50%-70%) recovery in the event of
payment default.

"The ratings on Atlantic Aviation reflect our expectations that
credit measures will likely improve modestly over the next year,
but remain appropriate for the ratings, primarily as a result of
earnings growth," said Standard & Poor's credit analyst Tatiana
Kleiman.  S&P do not expect any material debt repayment because
Atlantic Aviation will distribute all excess cash to its parent,
Macquarie Infrastructure Co. LLC (MIC).  The rating does not
include any benefit for ongoing or extraordinary support from MIC,
nor is it limited by S&P's criteria on financial-sponsor-owned
companies because MIC is an infrastructure fund.

"We assess the company's business risk as "fair," reflecting the
firm's position as the largest provider in the U.S. of fixed based
operation (FBO) services to the cyclical general aviation market,
limited growth and expansion opportunities, high barriers to
entry, good customer and geographic diversity, and solid
profitability.  We expect revenues and earnings grow modestly over
the next 12 to 18 months due to gradual improvements in business
jet usage.  We assess the company's financial risk profile as
"aggressive" based on its relatively moderate leverage and good
cash generation that it distributes to the parent company.  We
assess liquidity as "adequate" under our criteria," S&P said.

MIC plans to reduce leverage at Atlantic Aviation, one of five
companies it owns and operates, by refinancing the FBO operator's
existing debt ($677 million of bank loans) using the proceeds from
a new $465 million term loan, cash on hand, and proceeds from new
MIC equity.  S&P believes that the transaction will result in pro
forma adjusted debt to EBITDA of 4.2x and adjusted funds from
operations (FFO) to debt of about 17% in 2013 compared with actual
2012 ratios of about 6x and 10%, respectively.  S&P expects credit
metrics to improve only gradually because improvement depends on
earnings growth, rather than debt reduction, because Atlantic
Aviation will distribute excess cash flows to MIC and the only
debt reduction scheduled is the amortization of $4.65 million.
Therefore, S&P expects adjusted debt to EBITDA to be about 4x and
adjusted FFO to debt in the high-teens percentage area by 2014.

The outlook is stable.  Revenue and earnings should grow modestly
in the next 12 months due to higher business jet usage.  S&P
expects credit ratios to improve slightly over the next year,
primarily because of increasing earnings.  S&P could lower the
rating if the weak economy or a spike in fuel prices result in
declines in business jet usage and lower earnings, or if debt
increases to fund acquisitions, resulting in adjusted debt to
EBITDA above 5x.  Although unlikely in the next year, S&P could
raise the ratings if earnings improvement is greater than it
expects or if the company uses excess cash flows to reduce debt,
resulting in adjusted debt to EBITDA below 3.5x and adjusted FFO
to debt above 20%.


B&T OLSON: Court Confirms Chapter 11 Plan
-----------------------------------------
Judge Karen A. Overstreet of the U.S. Bankruptcy Court for the
Western District of Washington has confirmed B&T Olson Family
LLC's Second Amended Plan of Reorganization after determining that
the Plan complies with the confirmation requirements under Section
1129 of the Bankruptcy Code.

The Plan provides for the following classification and treatment
of claims:

   * Class 1 - Secured Claims of Opus Bank.  Opus Bank will retain
     the lien of its deed of trust encumbering the Port Susan
     Building, the Team Fitness Building, the Resilience Fitness
     Building, and Camano Building G.  Upon the completion of the
     deliveries, the amount of the Class 1 Claim will be deemed
     allowed in the amount of $2.1 million.  The Class 1 Allowed
     Claim will be amortized for payment in 120 equal monthly
     payments, with an interest of 4.75% per annum.

   * Class 2 - Secured Claim of Union Bank.  The Class 2 Claim
     will be allowed in the amount of $1,172,980, less principal
     reductions from payments made following the Petition Date.
     Union Bank will retain the lien of its deed of trust
     encumbering the Team Fitness Building, following the
     Effective Date until the Class 2 Claim is paid in full.  The
     Class 2 Claim will be amortized for payment based on a
     straight-line amortization beginning in the first full month
     following the Effective Date, with all amounts being due and
     payable in December 2017.  Interest will accrue on the unpaid
     balance at a rate of 4.75% per annum.

   * Class 3 - Secured Claim of KeyBank.  The Class 3 Claim will
     be allowed for $2,200,923.  KeyBank will retain the liens of
     its deed of trust encumbering the Camano Buildings D, E & F
     following the Effective Date.  On the Effective Date, the
     Debtor will execute and deliver to KeyBank Deeds in Lieu
     conveying to KeyBank or its designee Camano Buildings D, E &
     F in partial satisfaction of the Class 3 Claims.

   * Class 4 - Secured Claim of Snohomish County Treasurer.  The
     Debtor has paid to Snohomish County $22,817 following the
     Petition Date.  The Class 4 Claim is therefore allowed for
     $186,576.  Snohomish County will retain its statutory liens
     against certain properties until the Class 4 Claim is paid in
     full.  The remaining balance of the Class 4 Claim will be
     amortized for payment in 54 equal monthly payments, with an
     interest of 5.0% per annum.

   * Class 5 - Secured Claim of Island County Treasurer.  The
     Class 5 Claim will be allowed for $9,804.  The remaining
     balance of the Class 5 Claim will be amortized for payments
     in 54 equal monthly payments, with an interest of 5.0% per
     annum.

   * Class 6 - General Unsecured Claims.  All Class 6 Claims will
     be paid in full in two payments.  Interest will accrue on the
     unpaid balance of each Allowed Claim that is a Class 6 Claim
     following the Effective Date at the Federal Judgment Rate.

   * Class 7 - Allowed Interests of Members.  The Members will
     retain those interests but will receive no distributions on
     account of those interests (i) if there exists a default
     under payments owing to any other Class, or (ii) the Debtor
     will fail to make any payment due on the Effective Date.

A full-text copy of the Second Amended Plan dated March 22, 2013,
is available for free at:

       http://bankrupt.com/misc/B&TOLSON2plan0322.pdf

                      About B&T Olson Family

Based in Snohomish, Washington, B&T Olson Family LLC owns certain
commercial real properties in Snohomish and Island County,
Washington, commonly known as the Resilience Fitness Building, the
Team Fitness Building, the Downtown/Port Susan Building, and
Camano Commons Building G.

The Company filed for Chapter 11 protection (Bankr. W.D. Wash.
Case No. 12-14352) on April 26, 2012, in Seattle on April 26,
2012.  B&T Olson disclosed $18.3 million in assets and $17.5
million in assets in its schedules.  The Debtor owns six
properties in Lake Stevens, Stanwood, and Camano Island,
Washington.  Four properties worth $16 million secure $12 million
of debt to Opus Bank.  Brett T.  Olson and Christina L. Olson own
the Debtors.

Judge Karen A. Overstreet oversees the case.  James L. Day, Esq.,
and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld LLP,
in Seattle, Wash., serve as the Debtor's counsel.

Joseph A.G. Sakay, Esq., and Eric D. Lansverk, Esq., at Hillis
Clark Martin & Peterson P.S., in Seattle, Washington, represent
Opus Bank as counsel.  Michael C. Oiffer, at KeyBank Law Group, in
Tacoma, Washington, represents KeyBank National Association as
counsel.


BENEDICT COLLEGE: S&P Lowers Rating to 'BB-'; Outlook Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long term rating to
'BB-' and maintained its negative outlook on South Carolina
Educational Facilities Authority's series 2002 education facility
capital improvement bonds, issued for Benedict College.

"The 'BB-' rating reflects a further decline in financial resource
ratios in fiscal 2012 to an extremely weak 5.6% of operating
expenses and 6.7% of outstanding debt, coupled with a 9.1% decline
in enrollment for fall 2012 due to unexpected changes in federal
loan payment processing," said Standard & Poor's credit analyst
Jessica Matsumori.  "These changes affected students' ability to
pay tuition and will, consequently, put further operating pressure
on the college in fiscal 2013.  The bulk of the college's cash and
investments are currently restricted for debt service or as
collateral for debt.  The college faces a large note payment of
$8.4 million by June 30, 2013, which it intends to extend through
an upcoming refinancing transaction.  In addition, the majority of
students rely on Pell Grant or federal loan funding for the cost
of tuition, and changes to either program could be a significant
credit risk," added Ms. Matsumori.

A negative outlook was originally placed on the rating last year
in anticipation of the issuance of a significant amount of
additional debt.  While this debt was not issued, the college's
declining financial resources coupled with large upcoming note
payments and decreasing enrollment that is very sensitive to the
economy and federal loans remain significant risks.  However,
budget-to-actuals seem to indicate another operating surplus for
fiscal 2013 despite the decline in enrollment.


BERNARD L. MADOFF: Trustee's Lawyers Still Cost $10MM a Month
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Bernard L. Madoff Investment
Securities Inc. and his primary bankruptcy lawyers filed papers
this week for approval of $49.1 million in fees for five months'
work from July 1 to Nov. 30.

According to the report, the requested fees are about 20 percent
smaller than the $61.7 million fee request for the prior five-
month period.  The requested fees include reductions totaling
about $9.2 million. The cuts include a 10 percent reduction from
the firm's standard hourly rates negotiated at the outset of the
liquidation and another $3.75 million sought by SIPC for the most
recent payment period. In the most recent fee period, the
trustee's lawyers worked 135,000 hours at a mixed hourly rate of
$364.

There will be a May 29 hearing for approval of the fees.

The report notes that Madoff trustee Irving Picard and his
principal lawyers from Baker & Hostetler LLP so far have collected
or have agreements to bring in $9.3 billion for defrauded
customers.  None of the collections are paid to Mr. Picard and his
lawyers, because the Securities Investor Protection Corp. pays
expenses of the liquidation.  Mr. Picard's recoveries have enabled
customers to recover 53 percent of the amount invested in the
Madoff fraud. Customers' total investments are $17.3 billion.

So far, about $5.5 billion has been given to creditors in three
distributions, the most recent on March 29.  The remainder must be
held back as a result of disputed claims and other litigated
issues.  SIPC has advanced the trustee more than $800 million to
cover the first $500,000 of each customer's claim.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).


BEST UNION: Disclosure Statement Hearing Set for May 15
-------------------------------------------------------
The Best Union, LLC, amended its Chapter 11 Plan, which will be
funded by the reorganizing debtor and the sale of the office
building located in West Covina, California.

The secured claims of Bank of China, SPCP Group V, LLC, will be
paid in full and the lenders will retain their liens securing the
debts until the debts are paid or the West Covina Property is
sold.  General unsecured claims will be paid 100%.

A full-text copy of the Amended Disclosure Statement dated
April 15, 2013, is available for free at:

        http://bankrupt.com/misc/BESTUNIONds0415.pdf

A hearing to consider approval of the Disclosure Statement is
scheduled for May 15, 2013, at 9:30 a.m.

                       About The Best Union

West Covina, California-based, The Best Union LLC, owns properties
in West Covina and Fresno, California.  Bank of China and SPCP
Group V, LLC, have secured claims of $5.888 million and
$2.255 million, respectively.  The West Covina property generated
income of $752,000 last year.  The Fresno property generated
income of $251,000 in 2011.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-32503) on June 28, 2012.  Bankruptcy Judge Peter
Carroll presides over the case.  Mufthiha Sabaratnam, Esq., at
Sabaratnam and Associates represents the Debtor in its
restructuring effort.  The Debtor has scheduled assets of
$11,431,364, and scheduled liabilities of $9,195,179.  The
petition was signed by James Lee, manager.


BIOLIFE SOLUTIONS: Walter Villiger Held 30.4% Stake at April 26
---------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Walter Villiger disclosed that, at April 26, 2013, he
beneficially owned 22,240,081 shares of common stock of Biolife
Solutions Inc. representing 30.4510% of the shares outstanding.  A
copy of the filing is available at http://is.gd/m4bIT3

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

BioLife Solutions disclosed a net loss of $1.65 million in 2012,
as compared with a net loss of $1.95 million in 2011.  The
Company's balance sheet at Dec. 31, 2012, showed $3.17 million
in total assets, $15.65 million in total liabilities and a $12.48
million total shareholders' deficiency.


BIRDSALL SERVICES: Has Purchase Offer; Wants to Pay Bonuses
-----------------------------------------------------------
Kathleen Hopkins, writing for Asbury Park Press, reports that
Edwin I. Stier, the Chapter 11 trustee for Birdsall Services
Group, filed papers with the federal bankruptcy court in Trenton,
N.J., on Wednesday seeking permission to pay $728,300 in bonuses
to 215 people who remain employed by the company:

     -- $205,000 to be paid to 19 members of senior management
        in positions of senior vice president and higher; and

     -- $523,300 to be paid to 196 other employees.

In exchange for receiving the payments, the report continues, the
employees have to agree to remain at the firm until it is sold,
and then negotiate in good faith for employment with the
purchaser.  The bonuses are to entice the employees to stay while
a sale is being arranged, company spokesman Joseph Orlando said,
according to the report.  The proposed bonuses range from $500 to
$15,000, according to court papers.

According to the report, Bowman Consulting, an engineering firm
based in Chantilly, Va., with offices in nine other states, last
week signed a letter of intent to purchase Birdsall.  The report
relates papers filed with the bankruptcy court Wednesday say that
the trustee contemplates a sale of Birdsall's assets within 120
days of April 15, when Birdsall reached its settlement with the
state.

                    About Birdsall Services

Birdsall Services Group Inc., an engineering firm from Eatontown,
New Jersey, filed for Chapter 11 protection (Bankr. D.N.J. Case
No. 13-16743) on March 29, 2013, when the state attorney general
indicted the business and obtained a court order seizing the
assets.

Birdsall was accused by the state of violating laws prohibiting
so-called pay-to-play, where businesses make political
contributions in return for government contracts.  The state
charged that the company arranged for individuals to make
contributions and then reimbursed the employees.  A company
officer pleaded guilty last year to making political contributions
disguised to appear as though made by individuals.

The Chapter 11 petition filed in Trenton, New Jersey, disclosed
assets of $41.6 million and liabilities totaling $27 million.
Debt includes $3.6 million owing to a bank on a secured claim and
$2.4 million in payables to trade suppliers.


BORDERS GROUP: Gift Card Holders Push to Revive Refund Claims
-------------------------------------------------------------
Richard Vanderford of BankruptcyLaw360 reported that customers who
hold gift cards from bankrupt book seller Borders Group Inc. asked
a federal judge Tuesday to let them bring a class action seeking
refunds, saying they did not get an adequate chance to press their
claims.

According to the report, Borders never made a legitimate attempt
to reach out to about 17 million gift card holders, lawyer Daniel
A. Zazove of Perkins Coie LLP told U.S. District Judge Andrew
Carter Jr. at a hearing in Manhattan federal court.

                        About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
both in-store and online e-commerce components.  As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.  David M. Friedman, Esq., David S.
Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq.,
at Kasowitz, Benson, Torres & Friedman LLP, in New York, served as
counsel to the Debtors.  Jefferies & Company's Inc. served as the
financial advisor.  DJM Property Management is the lease and real
estate services provider.  AP Services LLC served as the interim
management and restructuring services provider.  The Garden City
Group, Inc., acted as the claims and notice agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, served as counsel to the DIP Agents.  Lowenstein Sandler
represented the official unsecured creditors committee for Borders
Group.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010.

Borders selected proposals by Hilco and Gordon Brothers to conduct
going out of business sales for all stores after no going concern
offers of higher value were submitted by the deadline.

In January 2012, Borders' First Amended Joint Chapter 11 Plan of
Liquidation became effective, and the Company emerged from Chapter
11 protection.  The Court confirmed the Plan filed by the Debtors
and the Official Committee of Unsecured Creditors at a Dec. 20,
2011 hearing.

The Debtors have been renamed BGI Inc.


CABLEVISION SYSTEMS: Clearview Sale No Impact on Moody's Ba2 CFR
----------------------------------------------------------------
Moody's Investors Service said that the announced plan of
Cablevision Systems Corporation (Cablevision) to sell Clearview
Cinemas is credit positive but does not affect Cablevision's Ba2
corporate family rating or negative outlook. Moody's believes the
disposition of the theater operations will improve Cablevision's
liquidity profile with no meaningful impact on the remaining
operations.

The transaction would eliminate a business which Moody's estimates
consume cash. Also, since Clearview Cinemas do not have digital
projectors, Moody's believes that for the theaters to remain
competitive, Cablevision would have had to invest heavily to
upgrade the equipment. The sale will relieve Cablevision of this
necessary capital expenditures, enabling the company to direct
more cash to its core cable operations. Residential Cablevision
customers have access to various discounts at Clearview,
supporting retention, but Moody's does not expect the elimination
of this perk to cause material customer defection.

Bow Tie will acquire 41 Clearview Cinemas movie theaters,
substantially all of Cablevision's cinema operations. Bow Tie will
not acquire the Ziegfeld Theatre in New York City but will manage
it on Cablevision's behalf.

Headquartered in Bethpage, New York, Cablevision Systems
Corporation serves approximately 2.9 million video customers, 2.8
million high speed data customers, and 2.3 million voice customers
in and around the New York metropolitan area. Cablevision is the
direct parent of CSC Holdings, LLC (CSC), which also owns Newsday
LLC, the publisher of Newsday and other niche publications.


CAESARS ENTERTAINMENT: Three Directors Elected at Annual Meeting
----------------------------------------------------------------
At the annual meeting of stockholders held on April 24, 2013,
Caesars Entertainment Corporation's stockholders:

   (a) elected Jeffrey Benjamin, Jeffrey T. Housenbold and Lynn C.
       Swann as Class I Directors to serve until the 2016 Annual
       Meeting of Stockholders and until their successors are
       elected and qualified;

   (b) approved, on an advisory basis, the Company's named
       executive officers' compensation;

   (c) approved, on an advisory basis, the holding of future
       advisory votes every three years to approve the named
       executive officers' compensation; and

   (d) ratified the appointment of Deloitte &Touche, LLP, as the
       Company's independent registered public accounting firm for
       the fiscal year ending Dec. 31 2013.

On April 24, 2013, the Human Resources Committee of the Board of
Directors of Caesars Entertainment approved a suspension of the
Company's financial counseling plan, effective immediately.  Under
the Plan, eligible management employees are reimbursed for
expenses incurred in connection with the provision of professional
advice or services that provide financial or tax assistance.  Mr.
Gary Loveman, the Company's Chairman of the Board, Chief Executive
Officer and President, who receives a reimbursement under the Plan
of up $50,000 per year per the terms of his employment agreement,
has agreed to waive his benefit in connection with the suspension.

On April 24, 2013, the Board approved an increase in compensation
for directors Lynn Swann and Chris Williams.  Mr. Swann will
receive an additional $25,000 for his service on the Company's
Audit Committee, for a total of $115,000 in annual compensation
for 2013.  Mr. Williams, who is the Chairman of the Company's
Audit Committee, will receive an additional $10,000 for his
service as Chairman of the Company's Audit Committee, for a total
of $110,000 in annual compensation for 2013.

                   About Caesars Entertainment

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

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

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

                           *     *     *

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

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


CENTRAL ILLINOIS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Central Illinois Small Animal Rescue
        29738 East 1400 North Road
        Colfax, IL 61728

Bankruptcy Case No.: 13-70855

Chapter 11 Petition Date: April 29, 2013

Court: U.S. Bankruptcy Court
       Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: R. Stephen Scott, Esq.
                  SCOTT & SCOTT, P.C.
                  611 E. Monroe Street, #200
                  Springfield, IL 62701
                  Tel: (217) 753-8200
                  E-mail: sg@scottnscottlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/ilcb13-70855.pdf

The petition was signed by Patricia A. Burr, president.


CEREPLAST INC: IBC Funds Owned 8.6% Equity Stake at April 19
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, IBC Funds, LLC, disclosed that, as of April 19, 2013,
it beneficially owned 28,868,960 shares of common stock of
Cereplast, Inc., representing 8.667% of the shares outstanding.
A copy of the filing is available at http://is.gd/OhjMrm

                         About Cereplast

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

Cereplast disclosed a net loss of $30.16 million in 2012, as
compared with a net loss of $14 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $16.18 million in total
assets, $26.20 million in total liabilities and a $10.02 million
total shareholders' deficit.

HJ Associates & Consultants, LLP, in Salt Lake City, Utah, 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 recurring
losses, has a significant accumulated deficit, and has
insufficient working capital to fund planned operations.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

                        Bankruptcy Warning

"Our plan to address the shortfall of working capital is to
generate additional financing through a combination of refinancing
existing credit facilities, incremental product sales and raising
additional debt and equity financing.  We are confident that we
will be able to deliver on our plans, however, there are no
assurances that we will be able to obtain any sources of financing
on acceptable terms, or at all.

If we cannot obtain sufficient additional financing in the short-
term, we may be forced to curtail or cease operations or file for
bankruptcy," according to the Company's annual report for the year
ended Dec. 31, 2012.


CHRYSLER GROUP: Hits a Pothole over Retooling
---------------------------------------------
Christina Rogers, writing for The Wall Street Journal, reported
that Chrysler Group LLC's first-quarter profit fell 65% compared
with a year earlier as a result of lower auto shipments due to
idled factories and higher retooling costs ahead of the launch of
several new vehicles.

According to the Bloomberg report, the Auburn Hills, Mich.-based
auto maker said profit fell due to lower output at several
factories preparing for the launch of new vehicles, such as the
2014 Jeep Cherokee. It also cited higher costs associated with
upgrading plants to build new versions of its Ram heavy duty
pickup trucks and Jeep Grand Cherokee.

Bloomberg related that while retooling factories is a recurring
part of new vehicle introductions, production losses on some of
the company's highest-margin vehicles took a toll on earnings,
contributing to a "not so glorious" quarter, Chief Executive
Sergio Marchionne said during a conference call on Monday.

"It wasn't painless," he added, Bloomberg cited. "It should have
not caused the disruption that it did, but it has. We've learned
and we're moving on from here."

The results come as Chrysler, which nearly four years ago emerged
from a federally financed bankruptcy restructuring under Fiat
management, strives to keep its U.S. sales expanding after several
years of rapid growth and market-share gains, the report further
related.

Chrysler's profits are critical to Italy's Fiat SpA, which owns
58.5% of Chrysler and has been battered by declining sales in
Europe, the Bloomberg report said. Fiat on Monday reported a
first-quarter loss attributed to shareholders of EUR83 million
($108.7 million), including the U.S. company's profit.


CLUB H FITNESS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Club H Fitness, L.L.C.
          dba 4240 Club H - Hoboken
        110 Sinatra Drive
        Hoboken, NJ 07030

Bankruptcy Case No.: 13-19126

Chapter 11 Petition Date: April 29, 2013

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

Judge: Novalyn L. Winfield

Debtor's Counsel: Stuart Komrower, Esq.
                  COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
                  25 Main Street
                  Hackensack, NJ 07601
                  Tel: (201) 489-3000
                  Fax: (201) 489-1536
                  E-mail: skomrower@coleschotz.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/njb13-19126.pdf

The petition was signed by Carl F. Morano, chief financial
officer.


CNL LIFESTYLE: S&P Lowers Corp. Credit & Sr. Unsec. Ratings to 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit and senior unsecured debt ratings on Orlando, Fla.-based
CNL Lifestyle Properties Inc. and its subsidiary, CNL Income
Partners L.P. (collectively CNL), to 'B' from 'B+'.  The outlook
is stable.  S&P also lowered the senior unsecured issue-level
rating to 'B' from 'B+'.  The recovery rating on these notes
remains '3', indicating S&P's expectation of a meaningful recovery
(50%-70%) for lenders in the event of a payment default.  The
rating action affects $397 million of rated debt.

"CNL's financial risk profile has deteriorated, given its
increased secured debt levels and persistently weak cash flow,"
said Standard & Poor's credit analyst Eugene Nusinzon.

Pro rata for joint venture (JV) interests, CNL's debt to EBITDA
rose to 10.0x at year-end 2012 (from 8.7x at year-end 2011) and
fixed-charge coverage (FCC) dipped to 1.4x (from 1.6x).  Given
potential challenges posed by further repositioning of the
company's property portfolio--which has been beset by a large
underperforming lease restructuring and three tenant defaults over
the past year--and S&P's assessment of management's financial
policy as "aggressive," S&P believes meaningful deleveraging is
unlikely.  As such, S&P considers CNL's financial risk profile
"highly leveraged."  Still, portfolio operating performance is
likely to improve over the next one to two years, in S&P's view.

The stable outlook reflects S&P's view that operating fundamentals
within CNL's lifestyle and senior housing portfolio are firming,
in line with consumer spending and the broader economy.  S&P
estimates that CNL's leased portfolio will sustain relatively
static tenant-level rent coverage in 2013, while its managed
portfolio will generate low-single-digit percent revenue growth.
As such, a further downgrade within the 12-month period addressed
by the outlook is relatively unlikely, in S&P's view.

Still, S&P would consider lowering the ratings if the revolving
credit facility covenant cushions materially contracts--for
example, because of a meaningful rise in leverage, an unexpected
large tenant default, or operating deterioration at one of the
company's larger managed properties.

S&P sees little likelihood of an upgrade within the next 12
months, based on its view that management's aggressive financial
policy will preclude meaningful deleveraging.


CODA HOLDINGS: Files for Ch. 11 to Sell to Fortress Group
---------------------------------------------------------
CODA Holdings, Inc. on May 1 disclosed that it is focusing its
business strategy on the growing energy storage market.  CODA
plans to implement the restructuring of its business through a
voluntary filing under Chapter 11 of the U.S. Bankruptcy Code.
The voluntary petition was filed on May 1 in the District of
Delaware.  This process is intended to enable the Company to
complete a sale, confirm a Plan and emerge from bankruptcy in a
stronger position to execute its new business plan.  The Company
expects the sale process to take 45 days to complete.

FCO MA CODA Holdings LLC, an affiliate of Fortress Investment
Group, is leading a consortium of lenders intending to provide
debtor-in-possession (DIP) financing to enable the Company's
energy storage business to remain fully operational during the
restructuring process.  The Company has filed a motion with the
bankruptcy court for approval of the consortium, or its designee,
as the stalking horse bidder in the sale process to acquire the
Company post-bankruptcy.  In addition, the Company will seek to
monetize value of its existing automotive business assets.

"After concluding a comprehensive review of our strategic options,
the Board of Directors, management team and senior lending group
have concluded that focusing on the Company's energy storage
business presents the best opportunity moving forward," said Phil
Murtaugh, Chief Executive Officer, CODA Holdings, Inc.  "We
believe the restructuring process that we have entered into today
will enable the Company to complete a sale and confirm a Plan that
maximizes the value of its assets, serving the best interests of
our stakeholders."

CODA diversified its business and formed CODA Energy two years
ago.  CODA Energy's products are based on the same core
technology, which includes its proprietary battery management and
thermal management systems, found in CODA's vehicles adapted for
stationary energy storage applications.  The Company designs and
builds scalable, custom energy storage solutions optimized for
generation, distribution and behind-the-meter applications for
commercial, residential and industrial end users.  The Company is
currently shipping product, and has a robust pipeline of new
customers and existing installations in the field.

CODA's legal advisor in connection with the restructuring is White
& Case LLP.  Emerald Capital Advisors serves as its Chief
Restructuring Officer and restructuring advisor, and Houlihan
Lokey serves as its investment banker for the restructuring.
Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal
advisor.

                       About CODA Energy

Headquartered in Los Angeles, CODA Energy --
http://www.codaenergy.com-- manufactures energy products based on
lithium-ion batteries, adaptive battery-management technology and
scalable system architecture.  CODA Energy's products feature a
modular design that provides reliable, secure, cost-effective
solutions for a wide range of energy and power needs, including
peak shaving, load leveling, renewable energy integration,
frequency regulation, voltage support, and transmission and
distribution (T&D) upgrade deferral. For more information, visit
codaenergy.com.


COMMUNITY MEMORIAL: Plan Confirmation Hearing Set for May 30
------------------------------------------------------------
Judge Daniel S. Opperman of the U.S. Bankruptcy Court for the
Eastern District of Michigan, Northern Division - Bay City,
granted preliminary approval of the disclosure statement
explaining the Plan of Reorganization proposed by the Official
Committee of Unsecured Creditors appointed in the Chapter 11 cases
of Community Memorial Hospital.

The deadline to return ballots on the Plan, as well as to file
objections to final approval of the disclosure statement and
objections to confirmation of the plan, is May 23, 2013.  The
hearing on objections to final approval of the disclosure
statement and confirmation of the plan will be held on May 30, at
1:30 p.m.  The deadline for all professionals to file final fee
applications is June 13.

The fundamental structure of the Committee Plan is very similar to
the Debtor's Plan.  The Plan contemplates that a Liquidating
Trustee will seek a full and final resolution of any and all
security interests asserted or associated with the Accounts
Receivable and the Accounts Receivable Proceeds.  Upon
determination of any valid security interest in the Accounts
Receivable and the Accounts Receivable Proceeds, the holders of
the Allowed Class 3 Claim (Citizens Bank Secured Claims) and the
Allowed Class 4 Claim (USDA Secured Claim) will receive a 20% cash
payment and a promissory note for the balance of the claim secured
by Accounts Receivable and payable in 12 quarterly installments
with interest at 5%, but only to the extent of determined security
interest of the holders of those Claims.

Under the Plan, the Allowed Class 3 Claims, which are also secured
by the Lincoln Bridge Plaza Property, will also be treated in
accordance with Section 1129(b)(2)(A)(iii) of the Bankruptcy Code,
by receiving the Lincoln Bridge Plaza Property as a distribution
on the Effective Date.

The Michigan Department of Community Health, which administers
Medicaid, and the Centers for Medicare & Medicaid Services, which
administers Medicare, have asserted prepetition claims against the
Debtor for overpayments.  The Debtor operated for approximately
five weeks after the Petition Date.  Accordingly, the Creditors'
Committee believes that postpetition reimbursement obligations
owing by either MDCH or CMS to the Debtor, if any, are de minimus
in amount. To the extent that MDCH and/or CMS have postpetition
reimbursement obligations owing to the Debtor, those obligations
may be recouped against their Allowed prepetition claims.  The
setoff and recoupment rights of MCDH and CMS are not Claims.
Accordingly, the Plan does not provide treatment of those rights
and the Plan does not affect or impair such rights.

A full-text copy of the Committee's Plan dated April 5, 2013, is
available for free at:

      http://bankrupt.com/misc/COMMUNITYMEMORIALplan0405.pdf

                 About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., and Shawn M. Riley, Esq., at
McDonald Hopkins LLC, in Cleveland, Ohio; and Jayson Ruff, Esq.,
at McDonald Hopkins LLC, in Bloomfield Hills, Michigan, represent
the Debtor as counsel.  The Debtor's financial advisor is Conway
Mackenzie Inc.  The Debtor disclosed $23,085,273 in assets and
$26,329,103 in liabilities.

Opened in 1942, the Debtor is an independent, not-for-profit
entity, organized exclusively for charitable, scientific and
educational purposes, and holds tax exempt status in accordance
with Section 501(c)(3) of the Internal Revenue Code.  The
Cheboygan Memorial Hospital is a 25-bed critical access hospital
located in Cheboygan, Cheboygan County, a community on the Lake
Huron coast.  The Debtor has 395 employees.

McLaren Health Care Corporation proposed to acquire substantially
all of the Debtor's operating assets at its primary hospital
campus, for $5,000,000, plus (2) all amounts required for the
Debtor to cure and assume the assigned Assumed Contracts and
Leases.

Daniel M. McDermott, the U.S. Trustee for Region 9, appointed a
five-member official committee of unsecured creditors in the
Chapter 11 case of Community Memorial Hospital.

Michael S. McElwee, Esq., at Varnum LP, in Grand Rapids, Michigan,
represents the Unsecured Creditor's Committee as counsel.


CONSTELLATION BRANDS: Fitch Affirms 'BB+' Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has resolved the Rating Watch Negative status of
Constellation Brands Inc.'s ratings, placed on Watch on Feb. 15,
2013, and assigned the ratings a Stable Outlook. The action
follows the company's revised agreement that it would acquire
Grupo Modelo's Piedras Negras brewery and perpetual rights to the
Corona and Modelo brands in the U.S. for $2.9 billion in addition
to the remaining 50% of Crown Imports LLC (Crown), a 50-50 joint
venture with Grupo Modelo, it does not own for $1.85 billion. The
total combined purchase price will be $4.75 billion excluding
closing adjustment.

Fitch has taken the following rating actions on Constellation
Brands Inc. and related entities:

The following ratings have been affirmed:

Constellation Brands, Inc. (Parent)

-- Long-term Issuer Default Rating (IDR) at 'BB+';
-- Senior unsecured notes at 'BB+'.
-- Senior secured credit facility at 'BB+';
-- $516 million Term A Facility at 'BB+';
-- $247 million Term A-1 Facility at 'BB+';
-- $850 million Revolver Facility at 'BB+'.

The following ratings have been assigned:

Constellation Brands, Inc. (Parent)

-- $675 million Term A-2 Facility 'BB+'.

CHI International S.a.r.l. (Wholly Owned Subsidiary)

-- Long-term IDR 'BB+'.

Fitch has concurrently assigned the following ratings to the
proposed debt used to partially finance the acquisition:

CHI International S.a.r.l. (Wholly Owned Subsidiary)

-- $500 million European senior secured Term Loan A 'BB+';
-- $1,000 million European senior secured Term Loan B 'BB+'.

Constellation Brands, Inc. (Parent)

-- $1,550 million senior unsecured notes IDR 'BB+'.

Constellation had approximately $3.3 billion of debt at Feb. 28,
2013. The Rating Outlook is Stable.

The ratings affirmation of Constellation recognizes leverage will
increase materially outside of Fitch's current expectations for
the 'BB+' rating category. Debt reduction in the first year
following the acquisition close should exceed $500 million due
primarily to free cash flow (FCF) generation. Debt reduction
efforts during year two will be muted due to the revolver drawdown
and subsequent repayment through FCF for the purchase price
adjustment of approximately $550 million, although continued
deleveraging should occur primarily through cash flow growth.
Capital investment will remain elevated for a three-year period to
increase brewery capacity, thus becoming self-sufficient from
Groupo Modelo. Consequently, leverage is expected to remain
moderately outside of the high end of Fitch's rating expectations
at the end of FY 2015 with leverage in the 4x-4.5x range.

Fitch believes this increased financial risk is mitigated by
Constellation's sizable and stable cash generation and record of
commitment toward deleveraging the past several years. Fitch views
Constellation as having relatively lower business risk in the
beer, spirits and wine categories with increased diversification
of revenues through this acquisition. As such, the beer operations
generate approximately 55% of Constellation's pro forma EBITDA,
which compares to approximately 25% prior to the acquisition.

Fitch acknowledges the potential for some transaction risk
associated with the new operations in Mexico. However, overall
these risks should be manageable. This is due to Constellation
already managing the distribution rights through the Crown joint
venture, Anheuser-Busch InBev (ABI) supporting the transaction
with a three-year transition services agreement, and the stand-
alone nature of Mexican brewery operations reducing the carve-out
risk from Grupo Modelo. Consequently, Fitch expects Constellation
Brands will generate stable to increasing levels of FCF driven
principally by expectations for favorable industry demand trends,
further leverage on new product development, and the potential for
increased efficiencies through cost synergies.

KEY RATING DRIVERS

Market Positions and Diversification:
Constellation is one of the foremost leading producers of premium
wine and spirits with leading market share positions in the U.S.,
Canada and New Zealand. Constellation markets multiple wine brands
across all categories and at several price points. Its well-known
wine brands include; Robert Mondavi Brands, Clos du Bois,
Estancia, Black Box, Arbor Mist, Blackstone, Rex Goliath, Simi,
Toasted Head, Mark West, Ravenswood, Franciscan Estate, Ruffino,
Wild Horse, Kim Crawford, Mount Veeder, Nobilo, Inniskillin and
Jackson-Triggs. Premium spirit brands in its portfolio include
SVEDKA Vodka, Black Velvet Canadian Whisky and Paul Masson Grande
Amber Brandy, all of which, according to the company, have a
leading position in their respective categories. In the U.S,
Constellation sells 14 of the top-selling 100 table wine brands.

Through its Crown J.V., Constellation has the exclusive right to
import, market and sell primarily Grupo Modelo's Mexican beer
portfolio in the 50 states of the U.S., the District of Columbia
and Guam. Modelo captures a 7% market share of the large, highly
profitable, albeit mature U.S. Beer market. The Crown portfolio of
brands includes Corona Extra, and according to the company, it is
the best-selling imported beer and the sixth best-selling beer
overall in the industry. Corona Light is the leading imported
light beer.

Solidified Beer Position
As a result of the revised agreement discussed above,
Constellation will have total and complete control over all
aspects of Modelo brands distributed in the U.S. and the Crown
business for the U.S. market. (ABI will provide a perpetual and
exclusive license to Constellation for the Modelo Brands. The
Piedras Negras brewery fulfills approximately 60% of Crown's
current demand, which will require an expansion of the facility
and an incremental investment of approximately $500 million over
the next three years, in order to be able to supply 100% of
Crown's needs for the U.S. marketplace.

Fitch believes there is excellent strategic rationale for the
transaction, given Constellation's expertise in marketing the
Crown portfolio, the growth of imported beer sales in the U.S.,
and the strength of the Corona brand, and the high earnings and
strong cash flow characteristic of the beer market. Ownership
transition risk should be minimized as ABI and Constellation have
also agreed to a three-year transition services contract to ensure
the smooth transition. The companies claim that the Piedras Negras
is a world-class brewery that is fully self-sufficient, utilizes
top-of-the-line technology and was built to be readily expanded to
increase production capacity.

Transaction Financing, Covenants and Guarantees
Constellation indicated that it had fully committed $4.375 billion
in bridge financing to complete the acquisition. Permanent
financing is expected to consist of up to $3.725 billion of senior
credit facilities composed of term loans and senior notes, with
the remainder of the funding coming from the company's existing
revolving credit facility, accounts receivable securitization
facility and available cash.
Financial covenants for the credit facility are expected to
include a maximum total leverage covenant of 5.75x until the first
anniversary from the closing, stepping down to 5.50x thereafter
and a minimum interest coverage covenant of 2.50x. Most other
negative covenants are essentially unchanged from Constellation's
existing credit facility. Minimal restrictions exist for the
issuance of incremental debt, and restricted payments are
generally allowed if leverage as defined by the facility is equal
to or less than 4.5x. Mandatory prepayments include amortization
payments on the term loans and proceeds from material assets sales
unless reinvested within a pre-specified time period.

Constellation, the U.S. borrower will guarantee the debt of CHI
International S.a.r.l., the European borrower of the $500 million
European Term Loan A and $1,000 million European Term Loan B. The
U.S. secured credit facilities will be secured by 100% of the
capital stock of material U.S. subsidiaries and 55%-65% of certain
interests of certain of its foreign subsidiaries. The European
debt will be secured by the capital stock of its first-tier
subsidiaries, which will include the Piedras Negras brewery and
intellectual property rights.

Credit Measures and Liquidity
Fitch estimates that on a pro forma basis, total debt-to-EBITDA
will be just over 5.0x. Annual combined FCF is estimated to range
between approximately $500 million-$600 million for the first
couple of years after allowing for incremental capex. For the LTM
period ending Feb. 28, 2013, Constellation's 50% share of the
Crown cash distribution was approximately $230.2 million. Debt-to-
adjusted EBITDA, including the equity income from Crown, was 3.6x
for the period, and EBITDA plus equity income-to-interest expense
was 3.9 x. Constellation debt reduction after the first year will
be slower initially as Fitch expects the company to fund the post-
closing adjustment of approximately $550 million and the Piedras
Negras brewery expansion. The Mexican business generated an
estimated EBITDA of $370 million for the calendar year 2012.

Constellation's liquidity remains adequate as a result of the
transaction. As of Feb. 28, 2013, the company had a cash position
of $331 million and approximately $835 million of availability
under its $850 million revolving five-year secured credit facility
that matures in 2018. The company has minimal maturities in fiscal
2014 and substantial maturities in fiscal 2015 and 2017 of $500
million and $700 million, respectively. Annual amortization
requirements are approximately $42 million and $84 million for the
first two years following transaction close, stepping up to $119
million and $154 million in years three and four, respectively.
Fitch expects FCF to further strengthen during the next couple of
years. FCF in FY2013 was $494 million.

Recent Operating Performance
During FY2013, Constellation generated $2.8 billion of net sales,
an increase of 3.3% adjusted for acquisitions. Organic shipment
volumes increased 5.3% for the fourth quarter and 3.3% for the
fiscal year 2013 as growth was driven by the volume increases in
Constellation's Focus brands of 11.7% and 7.7% for the quarter and
the year, respectively. Constellation's efforts in innovating and
promoting new product development allowed Constellation to take
share during the past fiscal year. The company expects sales
growth in the low to middle single digit range for the beer
business and volume growth of at least at the same level as the
U.S. wine and spirits category.

RATING SENSITIVITIES

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

-- Given the increase in leverage as a result of the acquisition,
    an upgrade of Constellation's ratings is not anticipated in
    the near to intermediate term.

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

-- Significant and ongoing deterioration in operating results
    that inhibits a reduction in leverage back to near the top end
    of the 3x-4x range within a 24-month period post close of the
    acquisition.

-- Additional material debt-financed acquisitions.

-- Management allocating FCF for other strategic equity-friendly
    initiatives before reducing leverage back in line with
    expectations for the 'BB+' rating category.


CONSTELLATION BRANDS: Moody's Rates $1.55-Bil. Notes Issue 'Ba1'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Constellation
Brands' proposed new $1.55 billion senior unsecured notes and a
loss given default assessment of LGD 4 (51%). The company's Ba1
CFR and other ratings were not changed. The proceeds will be used,
together with about $3 billion in new bank debt and drawdowns
under existing bank and securitization facilities (unrated), to
finance the acquisition of Modelo's 50% share in the Crown
distribution joint venture as well as the acquisition of the
Piedras Negras brewery in Mexico. This follows the announced
regulatory settlement with the U.S. Department of Justice. The
notes are callable in the event that the transaction does not
close by year end. The rating outlook remains negative.

Rating Rationale:

Constellation's recent agreement with the U.S. Department of
Justice establishes Constellation not only as the full owner of
the Crown distribution business but also of the entire Modelo
business in the U.S. through the ownership of the Mexican brewery
that produces beer for the U.S. market. Importantly, Constellation
will now have the perpetual license for Modelo brands in the U.S.
The rating outlook remains negative reflecting the meaningful
increase in leverage at Constellation that will result from the
debt financed purchase price of about $4.75 billion (subject to a
post-closing adjustment), as well as the greater integration risk
as Constellation takes on both the role of brewer and distributor.

"The purchase of the Piedras Negras brewery in Northern Mexico, as
well as the perpetual rights to the Modelo brands in the US, is a
long term credit positive for Constellation as it secures it a
number three position in the US beer market behind ABI and Molson
Coors in the attractive and fast growing premium import beer
segment," said Linda Montag, Moody's Senior Vice President. "The
acquisition of the remaining 50% of the Crown joint venture with
the perpetual license further removes uncertainty about
Constellation's role in the joint venture which was subject to
potential termination in 2016," she added. However, Moody's
expects that leverage will increase to the mid 5 times range on a
pro forma basis for the transactions which is high for the Ba1
rating level. Furthermore, as part of the Modelo transaction,
Constellation will build up the Mexican brewery's capacity
requiring approximately $500 million of investment over a 3 year
period, which will delay leverage improvement, as will the
potential payment of a true up adjustment after the first year of
ownership. Moody's negative outlook reflects the expected higher
leverage over the next 2 years. It also reflects concerns over the
broader scope and integration risk of the transaction, which makes
Constellation the owner of Mexican production assets and
introduces new geopolitical and other risks, as well as concerns
over the company's ability to integrate and operate full-fledged
brewery operations. Nevertheless, Constellation has a consistent
track record of reducing debt after acquisitions, and already
operates more than 30 production facilities in its wine segment,
which share some of the same procurement and efficiency challenges
that the company will face in Mexico. Permanent financing consists
of the new bond issuance, new bank term loan facilities, increased
revolver borrowings and securitization facility usage.

Constellation's Ba1 corporate family rating (CFR) reflects its
meaningful scale, which will double with the transaction, as well
as good product diversification, including an extensive portfolio
of brands covering the premium wine, spirits and imported beer
categories -- all sub segments that are strongly positioned for
growth within their respective segments. The rating also reflects
the franchise strength, efficiency, and solid profitability of the
company. The full ownership of Crown Imports will provide better
transparency in financial results since the business will be
consolidated rather than accounted for under the equity method as
the JV was previously. Moody's believes that comparable operating
margins will improve from already strong double digit levels.
Management's commitment to return leverage to the 3 to 4 times
range over time is a key assumption in maintaining the Ba1 rating.
The negative outlook reflects the increase in leverage, which is
expected to remain higher than the target range and high for the
rating category for two to three years post-closing, as well as
heightened integration risk.

A downgrade could occur if operating performance were to weaken,
integration of the Modelo business proves more difficult than
expected, or if the company failed to reduce leverage to below 5
times within twelve to 18 months following closing and to be
approaching 4 times within about 2 years. Failure to reduce
leverage, EBITA margin sustained below 15% or EBIT to Interest
materially below 2.5 times could also lead to a downgrade.

An upgrade is not likely in the near term. However, the outlook
could be stabilized once there is evidence of successful
integration of the brewing operations and that leverage is well on
the way to returning to the target 3 to 4 times range. An upgrade
is more remote, but could result over the long term if the company
sustains strong operating performance, shows continued improvement
in profitability and leverage, and if management shows a firm
commitment to a more conservative financial management strategy
than its current one, including setting financial targets that
permanently reduce leverage levels such that Debt to EBITDA is
maintained under 3.5 times and EBIT to Interest remains above 3.5
times, per Moody's definitions. Furthermore, there would need to
be a clearly articulated commitment by management to being
investment grade.

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

Headquartered in Victor, New York, Constellation Brands, Inc. is a
leading international wine company with a broad portfolio of
premium brands across the wine, spirits, and imported beer
categories. Major brands in the company's current portfolio
include, Robert Mondavi, Clos du Bois, Ravenswood, Blackstone,
Nobilo, Kim Crawford, Inniskillin, Jackson-Triggs, and SVEDKA
vodka. It imports Corona through Crown Imports, currently a 50%
joint venture with Modelo but soon to be fully owned. Reported net
revenue for fiscal 2013 ending February 28 was approximately $2.7
billion. Pro forma for the acquisitions, the company projects that
revenue will increase to $4.7 to $5.0 billion for fiscal year
2014.


CONVERTED ORGANICS: Amends 2012 Annual Report
---------------------------------------------
Converted Organics Inc. has amended its annual report on Form 10-K
for the year ended Dec. 31, 2012, which was filed with the
Securities and Exchange Commission on March 15, 2013, to include
information previously omitted from the 2012 10-K in reliance on
General Instruction G to Form 10-K, which provides that
registrants may incorporate by reference certain information from
a definitive proxy statement filed with the SEC within 120 days
after the end of the fiscal year.  The Company will not file its
definitive proxy statement before April 30, 2013, pursuant to
Regulation 14A.  The reference on the cover of the Annual Report
on Form 10-K to the incorporation by reference of the registrant's
definitive proxy statement into Part III of the Annual Report has
been deleted.

For purposes of the Annual Report on Form 10-K/A , and in
accordance with Rule 12b-15 under the Exchange Act, Items 10
through 14 of the Company's 2012 10-K have been amended and
restated in their entirety.  The Form 10-K/A does not reflect
events occurring after the filing of the Form 10-K on March 15,
2013, and no attempt has been made in the Annual Report on Form
10-K/A to modify or update other disclosures as presented in the
2012 10-K.

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

                         http://is.gd/fDDadB

                      About Converted Organics

Boston, Mass.-based Converted Organics Inc. utilizes innovative
clean technologies to establish and operate environmentally
friendly businesses.  Converted Organics currently operates in
three business areas, namely organic fertilizer, industrial
wastewater treatment and vertical farming.

Converted Organics disclosed a net loss of $8.42 million in 2012,
as compared with a net loss of $17.98 million in 2011.  The
Company's balance sheet at Dec. 31, 2012, showed $2.64 million
in total assets, $3.59 million in total liabilities and a $948,326
total stockholders' deficit.

Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012, citing
recurring losses and negative cash flows from operations and an
accumulated deficit that raises substantial doubt about the
Company's ability to continue as a going concern.


COUNTRYWIDE FIN'L: MBIA Fails in Bid for Pretrial Ruling
--------------------------------------------------------
David McLaughlin & Chris Dolmetsch, writing for Bloomberg News,
reported that MBIA Inc. (MBI) failed to win a pretrial ruling
against Bank of America Corp. (BAC)'s Countrywide Financial unit
in a lawsuit claiming the mortgage lender breached its obligations
to buy back loans.

According to the Bloomberg report, New York State Supreme Court
Justice Eileen Bransten in Manhattan rejected bond insurer MBIA's
argument that it had already shown Countrywide should have to buy
back loans that MBIA claims were riskier than represented. MBIA
guarantees payments to investors that bought securities backed by
pools of the lender's loans.

There are "sufficient facts in dispute" about the loans to
preclude ruling in MBIA's favor at this point in the litigation,
Bransten told Bloomberg.

MBIA fell 4 percent to $9.46 at the close of New York trading
after earlier dropping as much as 8.9 percent, the May 1 Bloomberg
report said.  Bank of America fell 0.6 percent to close at $12.31.

While the rejection was a "disappointment" for MBIA, the insurer
gained a "huge win" with Bransten's decision that New York law
instead of Delaware law governs its claim that Bank of America is
liable as Countrywide's parent company, Mark Palmer, an analyst at
BTIG LLC in New York, said in a research note, Bloomberg cited.

"Taken as a whole, we think Judge Bransten's rulings sent a very
strong message to BAC about how difficult it would be for it to
win at trial," wrote Palmer, who has a "buy" rating on MBIA,
Bloomberg further cited.

The case is MBIA Insurance Corp. v. Countrywide Home Loans Inc.,
602825-2008, New York State Supreme Court, New York County
(Manhattan).

                    About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- originated,
purchased, securitized, sold, and serviced residential and
commercial loans.

In mid-2008, Bank of America completed its purchase of Countrywide
for $2.5 billion.  The mortgage lender was originally priced at $4
billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


CRYSTALLEX INT'L: Agrees to SEC Registration Revocation Order
-------------------------------------------------------------
Crystallex International Corporation on May disclosed that it had
reached a settlement with the U.S. Securities and Exchange
Commission in which Crystallex will consent to an order revoking
its registration under the Securities Exchange Act of 1934.

The settlement follows the commencement by the Division of
Enforcement of the SEC of administrative proceedings against
Crystallex seeking to revoke Crystallex's registration under the
Act as a result of failures by Crystallex to comply with certain
of its filing requirements under the Act.  Notwithstanding the
revocation of the registration, Crystallex will not be prevented
from reapplying for registration under the Act in the future.

                         About Crystallex

Crystallex International Corporation is a Canadian based mining
company, with a focus on acquiring, exploring, developing and
operating mining projects.  Crystallex has successfully operated
an open pit mine in Uruguay and developed and operated three gold
mines in Venezuela.  The Company's principal asset is its
international claim in relation to its investment in the Las
Cristinas gold project located in Bolivar State, Venezuela.

On Dec. 23, 2011, announced that it obtained an order from the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act (Canada) (CCAA).
Ernst & Young Inc. was appointed monitor under the order.

Crystallex has also commenced a proceeding under Chapter 15 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware in order to ensure that relevant CCAA orders are enforced
in the United States.  The Bankruptcy Court has recognized
Crystallex's CCAA proceeding as well as the initial order and
subsequent stay extension of the Ontario Superior Court of
Justice.

Following the Government of Venezuela's unilateral cancellation of
the Las Cristinas Mine Operating Contract (the "MOC") on Feb. 3,
2011, the Company filed for arbitration before ICSID's Additional
Facility and commenced the process of handing the Las Cristinas
project back to the Government of Venezuela.  The handover to the
Government of Venezuela was completed on April 5, 2011, upon
receipt of a certificate of delivery from the Corporacion
Venezolana de Guayana (the "CVG").  As a result, the Company has
determined that its operations in Venezuela should be accounted
for as a discontinued operation.

The Company's balance sheet at Sept. 30, 2012, showed US$8.23
million in total assets, US$154.59 million in total liabilities
and a US$146.35 million total shareholders' deficiency.


DEAN FOODS: Fitch Raises Issuer Default Rating to 'BB-'
-------------------------------------------------------
Fitch Ratings has taken various rating actions on Dean Foods Co.
(Dean; NYSE: DF) and Dean Holding Co.

The following ratings have been upgraded:

Dean Foods Company (Parent)

-- Issuer Default Rating (IDR) to 'BB-' from 'B+'.

Dean Holding Company (Operating Subsidiary)

-- IDR to 'BB-' from 'B+'.

The following ratings have been affirmed:

Dean Foods Company (Parent)

-- Secured bank credit facility at 'BB+';
-- 7.0% senior unsecured notes due June 1, 2016 at 'BB-';
-- 9.75% senior unsecured notes due Dec. 15, 2018 at 'BB-'.

Dean Holding Company (Operating Subsidiary)

-- 6.9% senior unsecured notes due Oct. 15, 2017 at 'BB-'.

Fitch has simultaneously withdrawn its Recovery Ratings given
reduced probability of default at the 'BB-' IDR level.

Dean's ratings have been removed from Rating Watch Positive where
they were placed on Nov. 5, 2012. A Stable Rating Outlook has been
assigned.

At Dec. 31, 2012, Dean had $3.1 billion of total debt.
Approximately $2.3 billion was at the Dean Foods Co. and Dean
Holding Co. level while $781 million was at the firm's publicly
traded majority-owned subsidiary - The WhiteWave Food Co. (WWAV).

Key Rating Drivers:
The upgrade is due to Dean's considerably lower debt balance
following the divestiture of its Morningstar operations and the
subsequent application of proceeds to repay term loans.
Furthermore, Fitch believes that total debt-to-operating EBITDA,
post the spin-off of WWAV, can be maintained below 3.0x in most
years.

Ratings incorporate Dean's intention to spin off the majority of
its 86.7% economic interest in WWAV by late May and to retain up
to 19.9% or 34.4 million of WWAV shares. Dean plans to monetize or
distribute the remaining ownership to its shareholders in a tax-
free manner at a later date. Fitch is not anticipating further
debt reduction beyond amounts discussed below but believes the
maintenance of WWAV shares add to Dean's financial flexibility.

On Jan. 3, 2013, Dean completed the sale of Morningstar for $1.45
billion of pre-tax proceeds or an estimated $887 million of
proceeds net of taxes and expenses. The purchase price was
approximately 9.4x Morningstar's LTM EBITDA or about 8x EBITDA
after giving effect to the tax structure of the transaction. Due
to the staged timing of associated tax payments, the firm used the
majority of the pre-tax cash to fully retire all of its secured
term loans. Dean repaid $480 million of 2016 tranche B term loans,
$547 million of 2017 tranche B term loans, and $265 million of
revolver balances outstanding at Dec. 31, 2012.

Over the past year, Dean has used proceeds from the IPO of WWAV,
asset sales, and internally generated cash flow to repay more than
$2 billion of debt. Post the use of Morningstar divestiture
proceeds to pay off term loans, Dean's total debt approximates
$1.8 billion. Dean has $1 billion of long-term bonds and $781
million of debt related to WWAV's senior secured credit
facilities. Fitch projects that Dean will have about $1.3 billion
of total debt at Dec. 31, 2013, following the spin-off of its
majority ownership in WWAV and the payment of taxes associated
with the divestiture of Morningstar.

Fitch's ratings continue to incorporate Dean's mid-single-digit
EBITDA margin, volatile operating earnings and cash flow, and
limited diversification following the separation of its higher
margin and faster growing WWAV and Morningstar operations.
However, these negatives are balanced against the firm's lowered
debt levels, positive free cash flow (FCF) generation, and
historical success reducing costs.

Ratings also consider the fundamental challenges faced by the
fluid milk industry which continues to have excess capacity,
experience low-single-digit volume declines, and exhibit high
levels of competition. The dairy industry also remains highly
sensitive to volatile raw milk prices. The Class I mover, milk
used for fluid milk, price averaged $18.30 per hundredweight (cwt)
during the first quarter of 2013, approximately 6% higher than the
prior year's quarter, after increasing to near historical levels
of $21.39 per cwt for the month of December 2012. As of April
2013, the USDA expects the All Milk price index to increase an
average of 6.4% in 2013 to $19.70 per hundredweight in 2013.

Pro Forma Credit Statistics and Financial Strategy:
For the LTM period ended Dec. 31, 2012, Dean's consolidated funded
debt-to-EBITDA as defined by its credit facility was 3.54x, down
from 5.1x at Dec. 31, 2010. On a pro forma basis, excluding WWAV's
debt, the EBITDA of both WWAV and Morningstar and the related debt
reduction discussed above, leverage is 2.85x.

Fitch projects that total debt-to-operating EBITDA, inclusive of
five months of EBITDA from the consolidation of WWAV, could end
2013 at about 2.5x. For 2014, the first full year following the
spin-off of WWAV, Fitch is projecting total debt-to-operating
EBITDA of about 2.7x.

Dean expects to finalize details related to the firm's financial
strategy over the next several months but has indicated a desire
to achieve and maintain leverage below 2.5x and to focus on FCF
generation. The firm's 2013 guidance, excluding WWAV, includes
EBITDA of $430 million-$460 million, $110 million-$115 million of
interest expense, and about $150 million-$175 million of capital
expenditures.

Fitch believes Dean can generate an average of $100 million of FCF
annually post WWAV and Morningstar. However, reported FCF could be
negative in 2013 due mainly to one-time items and cash taxes
related to the divestiture of Morningstar.

Core Operations and Operating Strategy:
Post the divestiture of Morningstar and spin-off of WWAV, Dean's
core Fresh Dairy Direct (FDD) business will consist of about $9
billion of annual sales and, based on management's $430 million-
$460 million EBITDA guidance for 2013, will generate an EBITDA
margin in the 5% range. Incorporated in management's guidance is
the expectation that the financial impact of a low-single-digit
decline in volume at FDD, magnified by lost volume associated with
a bid for private-label milk business early in 2013, will be
offset by lower corporate expenses.

Dean continues to emphasize price realization and volume
performance relative to the industry. The firm is also
accelerating cost reduction efforts related to distribution and
manufacturing as well as general and administrative expenses,
announcing plans to eliminate an additional 10%-15% of its
production capacity.

After realizing $300 million from multi-year productivity
initiatives since 2009, Dean is targeting another $120 million
annual run rate of savings by the end of 2013. Fitch views the
rationalization of processing operations as necessary given excess
industry capacity and competition among processors but is
concerned about the timing given the historical pace of plant
closures.

Liquidity, Maturities, and Financial Covenants:
At Dec. 31, 2012, Dean had over $1.7 billion of liquidity
consisting of $79 million of cash, $734 million of availability on
its $1 billion secured revolver, $342 million of capacity on its
receivables-backed facility, and $569 million available under
WWAV's $850 million secured revolver. Dean's $1 billion revolver
expires April 2, 2014 and its $550 million on-balance sheet
account receivables-backed facility matures on March 8, 2015.
Fitch expects the firm to renegotiate its revolver in the near
term.

Scheduled maturities of long-term debt at Dec. 31, 2012 were $26
million in 2013, $291 million in 2014, and $32 million in 2015.
These maturities consist mainly of $265 million of outstanding
borrowings on the firm's secured revolver and required term loan
amortization payments. As previously mentioned, Dean repaid the
outstanding balance on its revolver and all term loans following
the divestiture of Morningstar in January resulting in no
significant maturities until 2016.

Financial maintenance covenants in Dean's credit facility
currently include maximum total and senior secured leverage
ratios. The calculations exclude up to $100 million of
unrestricted cash and adjust for charges and non-recurring items;
therefore, bank leverage ratios are modestly lower than those
calculated by Fitch.

The total leverage covenant is currently 5.5x, stepping down to
5.25x on March 31, 2013 and 4.5x on Sept. 30, 2013. The senior
secured leverage restriction of 3.75x steps down to 3.5x on March
31, 2013. Dean is also bound by a minimum interest coverage
requirement of 2.75x which steps up to 3.0x on March 31, 2013.
Dean reported total leverage and senior secured leverage, as
calculated by its credit agreement, of 3.54x and 1.96x,
respectively at Dec. 31, 2012, which indicates EBITDA cushion in
excess of 30%.

Rating Sensitivities:

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

-- Total debt-to-operating EBITDA consistently near 2.5x or
    less, due to EBITDA materially above $450 million or stable-
    to-declining debt levels;

-- Good cash flow from operations and FCF generation;

-- The successful elimination of additional fixed costs, the
    absence of significant volume declines, and the maintenance
    of market share would also be required for future rating
    upgrades.

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

-- Total debt-to-operating EBITDA sustained above 3.5x due to a
    material increase in debt or EBITDA meaningfully below
    $400 million for a prolonged period could trigger a downgrade
    in ratings;

-- Multiple years of negative FCF generation and an acceleration
    of volume declines could also result in negative rating
    actions.


DELUXE CORP: S&P Revises Outlook to Positive & Affirms 'BB-' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Minn.-based customized printed products provider Deluxe Corp. to
positive from stable.  Existing ratings on the company, including
the 'BB-' corporate credit rating, are affirmed.

The outlook revision reflects the potential for an upgrade if the
company's organic revenue continues to grow, its operating
performance remains stable, and its credit metrics do not
deteriorate with leverage below 2.5x.

The rating on Deluxe Corp. reflects the intermediate- and long-
term risks the company's business segments face.  In S&P's view,
Deluxe has a "weak" business risk profile, based on S&P's
criteria, principally because of the significant risk of continued
secular declines related to alternative forms of payments reducing
check volumes and the still keen competition in the check-printing
sector.  Revenue from check-printing accounted for 59% of its 2012
fiscal-year revenue.  S&P believes these trends will pressure
Deluxe's organic revenue growth and EBITDA margin over the next
couple of years.  However, S&P expects growth in its non-check
related marketing solutions within the small business services
segment will partially offset check units declines.  Relatively
low leverage, at 1.8x, underpins S&P's view of Deluxe's financial
risk profile as "intermediate," based on its criteria.

Deluxe is one of the largest U.S. providers of checks.  The
company has three segments: Direct Checks (DC), Small Business
Services (SBS), and Financial Services (FS).  S&P believes the
decline in check usage because of the continued adoption of
electronic payment methods will continue to hurt all three
segments.  S&P expects check volume declines to continue at a mid-
single-digit percent rate, in line with recent trends.  S&P also
expects the FS segment to continue to face pressure from
consolidation among financial institutions.

The positive rating outlook reflects S&P's expectation that Deluxe
will maintain its stable operating performance and its current
credit metrics, which provides it with sufficient flexibility
within its financial profile to accommodate potential weakness in
operating performance and some acquisitions.

S&P could raise the rating if Deluxe continues to diversify its
business away from check printing into profitable businesses with
solid growth prospects, while preserving its EBITDA margin and
credit metrics, with leverage below 2.5x, and S&P become convinced
that it will continue growing organic revenue.

S&P could revise the outlook back to stable if the company adopts
a more aggressive financial policy, experiences deterioration in
its operating performance, or makes a sizable debt-funded
acquisition that increases leverage over 2.5x.  Factors that could
contribute to such a scenario include a large, debt-financed
acquisition, client losses, lower check volume, or pressure on
small businesses.


DENALI FAMILY: Court Says Ombudsman Appointment Not Necessary
-------------------------------------------------------------
Bankruptcy Judge Gary Spraker opined that the appointment of an
ombudsman for Denali Family Services is not necessary at this
time.

DFS provides services for troubled children, and qualifies as a
health care business under the Bankruptcy Code.  As a result,
11 U.S.C. Sec. 333(a)(1) requires that an ombudsman be appointed
to monitor patient care and represent their interests within the
bankruptcy unless the court finds that an ombudsman is not
necessary.

The case is In re DENALI FAMILY SERVICES, Chapter 11, Debtor, Case
No. A13-00114-GS (Bankr. D. Alaska).  DFS' bankruptcy was
precipitated by the discovery of substantial unpaid federal
employment taxes rather than patient care issues.

In declining to appoint an ombudsman, the Court said patient care
issues did not precipitate DFS' bankruptcy, nor is there any
indication that patient care will be jeopardized within the
chapter 11.  The nature of DFS' outpatient services and the
absence of overnight or extended stays minimizes the risk of harm
to patients, the Court further pointed out.

DFS has further minimized that risk by creating internal
procedures to identify and address problems with patient care,
Judge Spraker held.  It already employs a quality assurance person
that acts as an internal ombudsman.  Moreover, the judge said,
there is sufficient regulatory oversight to ensure that any
deterioration in patient care is promptly brought to the attention
of the debtor, the U.S. Trustee, and the Bankruptcy Court.
Appointment of an ombudsman under such circumstances would be
redundant, Judge Spraker said.

A copy of Judge Spraker's April 24, 2013 Memorandum is available
at http://is.gd/Q7GswSfrom Leagle.com.

Denali Family Services, based in Anchorage, Alaska, filed for
Chapter 11 bankruptcy (Bankr. D. Alaska Case No. 13-00114) on
March 3, 2013.  David H. Bundy, 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 Company's 20
largest unsecured creditors, filed together with the petition, is
available for free at http://bankrupt.com/misc/akb13-00114.pdf
The petition was signed by Allen Blair, interim chief executive
officer.


DENNY'S CORP: Reports $7.1 Million Net Income in First Quarter
--------------------------------------------------------------
Denny's Corporation reported net income for $7.08 million on
$114.49 million of total operating revenue for the quarter ended
March 27, 2013, as compared with net income of $5.86 million on
$126.73 million of total operating revenue for the quarter ended
March 28, 2012.

The Company's balance sheet at March 27, 2013, showed $311.29
million in total assets, $309.47 million in total liabilities and
$1.81 million in total shareholders' equity.

John Miller, president and chief executive officer, stated,
"Denny's delivered another quarter of solid results, as we
continued to successfully execute against our key objectives
implemented to strengthen and grow our position as one of the
largest franchised American full-service restaurant brands.  We
remain focused on revitalizing Denny's image with our 'America's
Diner' positioning, increasing the growth of the Denny's brand,
and growing profitability and free cash flow.  As we move forward,
we will continue to work closely with our franchisees to increase
restaurant level performance and new restaurant growth, while also
balancing our capital allocation between reinvestments in the
brand and returning value to shareholders."

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

                        http://is.gd/VSOYh2

                     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.

                           *     *     *

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


DEWEY & LEBOEUF: Ex-Chairman Davis Settles, To Pay $511,000
-----------------------------------------------------------
Jennifer Smith, writing for The Wall Street Journal, reports that
former Dewey & LeBoeuf LLP Chairman Steven Davis has agreed to pay
back about $511,000 in past compensation as part of a proposed
settlement deal that would also allow creditors to tap into $19
million in insurance money.  Under the terms of the agreement,
which is subject to court approval, Mr. Davis would be able to
discharge his obligation entirely at the end of six years, even if
he hasn't paid off the balance.  That is because the promissory
note attached to the deal pegs Mr. Davis's contribution at 8% of
his annual compensation until either the note is fully paid or the
conclusion of the six years, whichever comes first. Interest would
accrue at 9% annually.

WSJ relates that Mr. Davis earned about $2 million a year at
Dewey, according to former partners. But if Mr. Davis doesn't find
steady or sufficiently lucrative employment going forward, he
could walk away in 2019 owing at least 1.5 times the original sum
he has pledged to pay back, according to WSJ's analysis of the
deal.

According to WSJ, for example, if after taxes Mr. Davis earned
$100,000 a year during the repayment period, he would contribute a
total of $48,000 to Dewey's liquidation trust over six years.  But
thanks to accrued interest, the balance would swell to more than
$785,000 by March 2019. Mr. Davis would have to earn at least $1.4
million a year to pay off the debt within six years.

Mr. Davis is represented by Kevin Van Wart of Kirkland & Ellis
LLP.  WSJ says Mr. Van Wart declined to comment on the terms of
the promissory note, saying "the matter is now before the court."

According to WSJ, legal and bankruptcy experts say Mr. Davis was
able to extract such favorable terms because without his
participation, the trustee winding down the New York firm's
affairs wouldn't have been able to access the $19 million from an
insurance policy Dewey held to defend against mismanagement
claims.  "They had to find a balance that met the needs of the
estate, the insurance company and Mr. Davis," said Wayne Weitz, a
restructuring adviser and managing director at Gavin/Solmonese LLC
in Wilmington, Del., who isn't involved in the matter.

The report relates that in court papers filed this week, Dewey's
liquidation trustee, Alan Jacobs of AMJ Advisors LLC, said the
promissory note was structured based on a review of the former
Dewey head's tax returns, bank statements and other financial
records.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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

Alan Jacobs of AMJ Advisors LLC, has been named Dewey's
liquidation trustee.


DUNE ENERGY: Inks Indemnification Agreements with Two Directors
---------------------------------------------------------------
Dune Energy, Inc., entered into Indemnification Agreements with
each of Marjorie L. Bowen and John R. Brecker, recent appointees
to the Company's Board of Directors.

The Indemnification Agreements provide that the Company will
indemnify each person subject to an Indemnification Agreement to
the fullest extent permitted by applicable law against all
expenses, judgments, penalties, fines and amounts paid in
settlement of certain proceedings that may result or arise in
connection with such Indemnified Party serving in his capacity as
an officer or director of the Company.  The Indemnification
Agreements further provide that, upon an Indemnified Party's
request, the Company will advance expenses to the Indemnified
Party.  Pursuant to the Indemnification Agreements, an Indemnified
Party is presumed to be entitled to indemnification and anyone
seeking to overcome this presumption has the burden of proving
otherwise.

On April 29, 2013, the Company posted an Investor Overview for
April 2013 on its Web site, www.duneenergy.com.

On April 25, 2013, the Board, pending the approval of the
Company's stockholders, approved an amendment to the Company's
2012 Stock Incentive Plan.  The Plan Amendment provides for an
increase of 1,750,000 in the number of authorized shares in the
Plan from 3,250,000 to 5,000,000.

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $60.41 million in 2011,
compared with a net loss of $75.53 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $241.08 million in total
assets, $118.88 million in total liabilities and $122.19 million
in total stockholders' equity.


DYNEGY INC: Completes Sale of Roseton Power Plant to CCI
--------------------------------------------------------
Dynegy Inc. on May 1 disclosed that it has completed the sale of
its Roseton power generation facility to a subsidiary of Castleton
Commodities International LLC (CCI).  A U.S. Bankruptcy Court-
supervised auction sales process for the Roseton power generation
facility located near Newburgh, New York was conducted in late
2012.  Roseton was sold to CCI for $19.5 million in cash, subject
to certain adjustments specified in the Asset Purchase Agreement,
and CCI's assumption of certain liabilities, including tax
liabilities.  The sales proceeds will be distributed in accordance
with the terms of the relevant agreements, including the plan of
liquidation approved by the U.S. Bankruptcy Court.

CCI and Dynegy received the necessary regulatory approvals for the
sale from the Federal Energy Regulatory Commission and the New
York Public Service Commission.  These approvals were a condition
for closing the sales.

Dynegy was advised on the transaction by Sidley Austin LLP and
Blackstone Advisory Partners L.P.

                         About Dynegy

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

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

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

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

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

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

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


EASTMAN KODAK: Files Reorganization Plan, Sees Q3 Exit
------------------------------------------------------
Eastman Kodak Co. filed in U.S. Bankruptcy Court in Manhattan its
Chapter 11 plan of reorganization, which sets out how much
creditors will recover on their claims.

Under the plan filed April 30, general unsecured debt holders, who
are owed as much as $2.7 billion, will get shares in the
reorganized Kodak.  Priority claim holders, secured claim holders
and second-lien holders, which, together, hold $424 million of
claims, will get all their money back.

A new board will be appointed and will consist of seven members,
five of whom will be selected by second lien holders.  Kodak said
the new directors will be identified later.

"We now have a clear path forward for Kodak," Antonio Perez,
chairman and chief executive officer, said in a statement posted
in the company's website.  "We are positioning the company for a
profitable and sustainable future."

The bankruptcy court must approve the outline of the plan or the
so-called disclosure statement before Kodak can solicit votes from
creditors.  A majority must vote to accept the plan before the
court can hold a hearing to consider confirmation of the plan.

A hearing on the disclosure statement is expected in June.  Kodak
expects to emerge from bankruptcy protection in the third quarter.

Full-text copies of the plan and disclosure statement are
available without charge at:

   http://bankrupt.com/misc/Kodak_Chapter11Plan.pdf
   http://bankrupt.com/misc/Kodak_DisclosureStatement.pdf

Kodak's reorganization plan comes a day after it reached an
agreement with its UK pension fund, the company's largest
creditor.  Under the deal, Kodak agreed to spin off its
personalized imaging and document imaging businesses for $650
million to settle the pension fund's $2.8 billion of claims.

Earlier, Kodak withdrew its previously filed motion for the
standalone sale of the document imaging business.  The request
drew flak from Ricoh Company Ltd. and several other companies,
most of which have license agreements with Kodak.  They complained
about the non-disclosure of key terms that would help them assess
the impact of the sale on their rights and defenses.

                       About Eastman Kodak

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Gets More Time to Decide on Monroe County Lease
--------------------------------------------------------------
U.S. Bankruptcy Judge Allan Gropper gave Eastman Kodak Co. a July
31 deadline to assume or reject its lease contract dated June 30,
1987 with the County of Monroe.

                       About Eastman Kodak

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

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

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

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

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

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

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

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

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


ELWOOD ENERGY: Moody's Reviews 'Ba2' Bond Rating for Downgrade
--------------------------------------------------------------
Moody's Investors Service placed Elwood Energy LLC's Ba2 senior
secured bond rating under review for possible downgrade.

Rating Rationale:

The review for possible downgrade considers the expected sale (the
"Transaction") by Dominion Resources (Dominion, Baa2-stable) of
its 50% interest in Elwood to EquiPower Resources (EquiPower, Ba3
(1st lien, under review for possible downgrade). Moody's
previously viewed Dominion's substantial ownership in Elwood to be
materially credit supportive especially given the affiliate
relationships and Dominion's strong investment grade profile. As
part of its ownership of Elwood, Dominion backed half of Elwood's
6-month debt service reserve, provided a $10 million working
capital facility, and provided operations and maintenance
services. Once the Transaction closes, Moody's understands
EquiPower will step into the Dominion's roles and EquiPower will
support its obligations with letters of credit issued by its
expected upsized revolver. The Transaction is expected to close
before the end of the second quarter of 2013. J-POWER USA
Generation, L.P which owns the other 50% of Elwood is expected to
maintain its ownership in Elwood.

Importantly, if the 50% ownership sale of Elwood by Dominion is
completed as expected, Moody's anticipates Elwood's senior secured
rating to be downgraded one notch to Ba3 from Ba2.

Moody's also recognizes the revision to Elwood's major maintenance
deposit schedule in late 2012 to a start-based scheme, which in
and of itself would not have resulted in a rating action. In
Moody's view, however, the revised schedule does create greater
uncertainty regarding the availability of major maintenance funds
starting around 2020 especially since Elwood's cash flow starting
in 2017 is mostly uncertain at this time. Elwood's existing
contracts mature around the 2016/2017 timeframe for four units
while its remaining 5 units benefit from PJM RTO capacity prices
that is known through April 2016. Moody's understands the project
is considering changes to its long term major maintenance
contracts, which could materially reduce long term costs.

After the sale is completed, Moody's expects the likely Ba3 rating
for Elwood to reflect Elwood's weak competitiveness given its high
heat rate and its reliance on PJM RTO capacity payments for nearly
all of its cash flow. PJM's RTO capacity payments have been highly
volatile ranging from a low of $17/MW-day to a high of $174/MW-
day.

That said, Elwood's credit quality remains supported by strong
historical operational performance, Elwood's contracts on four
units through August 2016/2017, and known capacity prices through
May 2016 that should enable the Project to achieve an average of
2.2 times debt service coverage through 2016. Additionally,
project finance protections including a forward looking cash
trapping mechanism are supportive of credit quality.

While Elwood's ratings are likely to decline by one notch if the
Transaction is completed, the Project's rating is likely to be
confirmed in the unlikely event that the sale does not proceed and
Dominion maintains its ownership stake and affiliate relationship
with Elwood.

The principal methodology used in this rating was Power Generation
Projects published in December 2012.

The last rating action on Elwood occurred on May 1, 2012 when
Moody's downgraded Elwood's rating to Ba2 from Ba1 and changed the
outlook to stable from negative.

Elwood Energy LLC owns a 1,469 megawatt (MW) peaking facility
consisting of nine 156.5 MW natural gas-fired, simple cycle units,
located in Elwood, Illinois (about 50 miles southwest of Chicago).
Elwood sells its energy and capacity under a power sales agreement
(PSA) with Exelon Generation (ExGen: Baa2, stable) that expires in
2016 and 2017.

Elwood is 50% owned by a subsidiary of Dominion and 50% indirectly
owned by J-POWER USA Generation, L.P. (J-Power Gen), which is a
50/50 joint venture between John Hancock Life Insurance Company
and J-POWER USA Investment Co., Ltd.


EMPIRE RESORTS: Has $11.4 Million Rights Offering
-------------------------------------------------
Empire Resorts, Inc., has commenced its previously announced $11.4
million rights offering.  Under the terms of the rights offering,
Empire will grant, at no charge to the holders of record of its
common stock and Series B Preferred Stock on April 8, 2013, the
record date for the rights offering, one non-transferable
subscription right for each five shares of common stock owned, or
into which the Series B Preferred Stock is convertible, as more
fully described in the prospectus relating to the rights offering.
Each subscription right will entitle the holder to purchase one
share of common stock at a subscription price of $1.8901 per
share.  In addition, holders of subscription rights who fully
exercise their basic subscription rights are entitled to
oversubscribe for additional shares of common stock up to the
number of shares purchased pursuant to the exercise of their basic
subscription rights.

The subscription rights will expire and will have no value if they
are not exercised prior to 5:00 p.m., New York City time, on
May 30, 2013.  The Company will not issue fractional shares of its
common stock but rather will round down the aggregate number of
shares to be issued to the nearest whole share.  Any excess
payment will be returned without interest or deduction.

The Company has entered into a standby purchase agreement with
Kien Huat Realty III Limited, the Company's largest stockholder,
whereby Kien Huat agreed to exercise in full its basic
subscription rights within ten days of its grant with a closing
proximate thereto.  In addition, Kien Huat agreed it would
exercise all rights not otherwise exercised by the other holders
in the rights offering to acquire up to one share less than 20% of
the Company's issued and outstanding common stock prior to the
commencement of the rights offering.  The Company will pay Kien
Huat a commitment fee of $40,000 for the shares purchased by Kien
Huat in excess of its basic subscription rights pursuant to the
standby purchase agreement.  In addition, the Company will
reimburse Kien Huat for its expenses related to the standby
purchase agreement in an amount not to exceed $40,000.  The
consummation of the transactions contemplated by the standby
purchase agreement is subject to customary closing conditions.

Shareholders who hold their shares directly will receive a
prospectus, together with a letter from the Company describing the
rights offering, a subscription rights certificate and an IRS Form
W-9.  Those wishing to exercise their rights should review all
materials, properly complete and execute the subscription rights
certificate and deliver it and payment in full to the subscription
agent:

          Continental Stock Transfer & Trust Company
          17 Battery Place, 8th Floor
          New York, NY 10004
          Attn: Corporate Actions Department
          Telephone Number for Confirmation: (917) 262-2378

Holders of subscription rights whose shares are held in street
name through a broker, custodian bank or other nominee must
instruct their broker, custodian bank or nominee whether or not to
exercise subscription rights on their behalf.  Those wishing to
obtain a separate subscription rights certificate should promptly
contact their broker, custodian bank or other nominee with that
request, although it is not necessary to have a physical
subscription rights certificate to elect to exercise rights if
shares are held in street name.

Holders of subscription rights who wish to exercise subscription
rights but will be unable to deliver the subscription rights
certificate prior to the expiration date can deliver a Notice of
Guaranteed Delivery in accordance with the directions in the
prospectus.

This release does not constitute an offer of securities for sale.
A registration statement relating to these securities was filed
with the Securities and Exchange Commission and was declared
effective on April 30, 2013.  The rights offering is being made
only by means of a prospectus filed by the Company with the
Securities and Exchange Commission on April 30, 2013.

A copy of the prospectus or further information with respect to
the rights offering may be obtained by contacting MacKenzie
Partners, Inc., the information agent, by telephone at (800) 322-
2885 (toll free) or (212) 929-5500 (call collect) or by email at
rightsoffer@mackenziepartners.com.

                        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.


ENERGYSOLUTIONS INC: Amends 2012 Annual Report
----------------------------------------------
EnergySolutions, Inc., has amended its annual report on Form 10-K
for the year ended Dec. 31, 2012, to amend and restate Part III of
the Original Form 10-K to include the information required by Part
III of Form 10-K due to the fact that the Company's definitive
proxy statement for its 2013 Annual Meeting of Stockholders will
be filed with the SEC more than 120 days after the end of its 2012
fiscal year.  In addition, this Amendment No. 1 amends Item 15 of
Part IV of the Original Form 10-K to include new certifications by
the Company's principal executive officer and principal financial
officer under Section 302 of the Sarbanes-Oxley Act of 2002 as
required by Rule 12b-15 under the Securities Exchange Act of 1934,
as amended.  Because this Amendment No. 1 includes no financial
statements, the Company is not including certifications pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.  A copy of the
Amended Form 10-K is available at http://is.gd/VyosLq

                       About EnergySolutions

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

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

                         Bankruptcy Warning

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

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

                           *     *     *

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

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

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


ENERGYSOLUTIONS INC: Stockholders Approve Merger with ECP
---------------------------------------------------------
EnergySolutions, Inc.'s stockholders approved the previously
announced merger agreement with affiliates of Energy Capital
Partners II, LLC.  Upon the closing of the merger, stockholders of
EnergySolutions will be entitled to receive $4.15 per share in
cash.

"We are extremely pleased to have stockholder support for the
merger with ECP," stated David Lockwood, CEO and president of
EnergySolutions.  "We expect to receive regulatory approval from
the Nuclear Regulatory Commission later this quarter."

ECP's acquisition of EnergySolutions is subject to remaining
closing conditions, including approval by the Nuclear Regulatory
Commission.

EnergySolutions offers customers a full range of integrated
services and solutions, including nuclear operations,
characterization, decommissioning, decontamination, site closure,
transportation, nuclear materials management, processing,
recycling, and disposition of nuclear waste, and research and
engineering services across the nuclear fuel cycle.

Energy Capital Partners is a private equity firm with offices in
Short Hills, New Jersey and San Diego, California.  Energy Capital
Partners has over $8 billion of capital commitments under
management and is focused on investing in the power generation,
electric transmission, midstream gas, renewable energy, oil field
services and environmental services sectors of North America's
energy infrastructure.  The fund's management has substantial
experience leading successful energy companies and energy
infrastructure investments.  For more information, visit
www.ecpartners.com.

Also at the Meeting, the Stockholders (a) approved the adjournment
of the Special Meeting, if necessary, to solicit additional
proxies if there are insufficient votes at the time of the Special
Meeting to approve the proposal to adopt the Merger Agreement and
(b) approved on an advisory (non-binding) basis, specified
compensation that may become payable to the named executive
officers of the Company in connection with the merger.

The Company must still receive required approvals from the U.S.
Nuclear Regulatory Commission before it can consummate the Merger.
The Company expects to receive approval during the second quarter
of 2013 and expects to consummate the merger during the second
quarter of 2013, after which time the Company's common stock will
be delisted from the New York Stock Exchange.

                        About EnergySolutions

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

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

                         Bankruptcy Warning

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

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

                           *     *     *

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

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

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


EQUIPOWER RESOURCES: Moody's Reviews Ba3-Rated Debt for Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed EquiPower Resources Holdings's
1st lien debt facilities consisting of a $685 million term loan
and $100 million working capital facility under review for
possible downgrade.

Rating Rationale:

The review for downgrade considers the expected amendment of the
existing financing documents to effectuate the acquisition and
incremental financing (the "Transaction") of the 1,100 MW Kincaid
Generation coal fired plant and the 50% interest in the 1,487 MW
Elwood Energy gas fired peaking plant. Moody's understands that to
consummate the Transaction $610 million of incremental 1st lien
debt, approximately $150 million of equity, and existing cash will
be used to repay the existing $200 million 2nd lien term loan,
fund the acquisition, pay down drawn amounts under the revolving
credit facility, fund a $45 million synthetic letter of credit
facility, and pay transaction costs. As part of the anticipated
financing, the current 1st lien lenders will lose the benefit of
the subordination of the 2nd lien lenders.

Should the Transaction be completed, Moody's anticipates
downgrading EquiPower's 1st lien debt facilities by one notch to
B1 from Ba3. At that time, Moody's would withdraw the B2 rating on
the 2nd lien term loan upon the debt being repaid, it anticipates
the proposed amendment and incremental financing being completed
in the second quarter of 2013.

The rating action further considers the expected loosening of
covenants and other structural changes including a decrease in the
debt service reserve requirement to 6 months from 12 months,
broader allowance for asset sales (except Liberty) subject to
minimum debt repayment thresholds, the application of the
financial covenants only to the 1st lien working capital lenders,
and increasing of additional indebtedness allowances.

After the Transaction is completed, Moody's expects the likely B1
rating for EquiPower's 1st Lien debt facilities to reflect the
moderately increased total leverage at around 64% debt to capital,
sizeable merchant energy and capacity exposure, and low financial
metrics in the low end of the 'B' category under Moody's
conservative scenarios. Heightened environmental risks at Kincaid,
refinancing risk, the possibility of an extension of the
Connecticut generator tax, and weakening of the covenants as
previously described also weigh on the likely rating outcome.

That said, Moody's expects EquiPower post acquisition will benefit
from portfolio diversification of seven assets across four states
with transparent capacity and energy markets, approximately 50% of
gross margins hedged under management's base case through either
energy hedges or known capacity prices, and some project finance
features including the inability to sell Liberty and a 100% excess
cash sweep. Moody's considers EquiPower's diversification across
multi regions to be a key strength that helps blunt the impact of
uncertain events such as the possible extension of the Connecticut
generator tax. Additional credit strengths include enhanced
liquidity via the approximately $110 million of expected
availability under the project's expected $146 million revolving
credit facility, the attractive competitive position for four of
the main cash flow generating plants, and EquiPower's resiliency
to Moody's conservative cases albeit with low metrics.

In the event that the Transaction does not occur and EquiPower
does not acquire the Kincaid and Elwood assets, the ratings at
EquiPower could be confirmed at their current level, particularly
if the Connecticut generator tax is not extended.

The principal methodology used in this rating was Power Generation
Projects published in December 2012.

On May 23, 2012, Moody's assigned a Ba3 and B2 ratings to
Equipower's proposed $975 million in first and second lien credit
facilities. The $775 million in senior secured 1st lien credit
facilities are expected to consist of a $685 million 6.5-year term
loan and a $90 million 5-year senior secured working capital
facility. The 7-year second lien term loan totals $200 million.
The rating outlook is stable on the proposed debt financing.

EquiPower own five gas fired power projects totaling 2,360 MW and
expects to acquire the 1,100 MW Kincaid coal plant and a 50%
equity interest in the 1,487 MW Elwood gas peaker. EquiPower's
existing assets consists of the 812 MW Lake Road and 548 MW
Milford projects in Connecticut, the 568 MW Liberty plant in
Pennsylvania, and the 264 MW MassPower and 168 MW Dighton projects
in Massachusetts. All of the projects except Kincaid reached
commercial operation from 1993 to 2004. EquiPower is owned by
EquiPower Resources Corp. EquiPower Resources Corp is owned by a
private equity fund managed by Energy Capital Partners and several
of the funds co-investors. Energy Capital Partners manages private
equity funds that invest in the power generation, midstream gas,
renewable energy, and electric transmission sectors of North
America's energy infrastructure.


ESTERLINE TECHNOLOGIES: 787 Flight Resumptions is Credit Positive
-----------------------------------------------------------------
Moody's Investors Service reports that the resumption of certain
Boeing 787 commercial flights and the recent FAA approval of
battery system improvements is a credit positive for Esterline
Technologies Corporation, one of several suppliers for the 787
aircraft.

Esterline's ratings remain unchanged including its Ba1 Corporate
Family Rating and stable outlook. The company's good liquidity
profile is reflected in its Speculative Grade Liquidity Rating of
SGL-2.

Esterline Technologies Corporation, headquartered in Bellevue WA,
serves primarily aerospace and defense customers with products for
avionics, propulsion and guidance systems. The company operates in
three business segments: Avionics and Controls, Sensors and
Systems and Advanced Materials. Revenues for the twelve months
ending January 25, 2013 totaled $2.0 billion.


EV AMERICA: Case Summary & 3 Unsecured Creditors
------------------------------------------------
Debtor: EV America Properties, L.L.C.
        P.O. Box 28450
        Chattanooga, TN 37424

Bankruptcy Case No.: 13-12059

Chapter 11 Petition Date: April 29, 2013

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

Judge: John C. Cook

Debtor's Counsel: Kyle R. Weems, Esq.
                  WEEMS & RONAN
                  744 McCallie Avenue, Suite 520
                  Chattanooga, TN 37403
                  Tel: (423) 624-1000
                  E-mail: weemslaw@earthlink.net

Scheduled Assets: $1,225,000

Scheduled Liabilities: $1,089,002

A copy of the Company's list of its three largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/tneb13-12059.pdf

The petition was signed by Albert E. Curtis, III, managing member.


FAT CATS: San Luis Obispo Restaurant Seeks Ch.11 Protection
-----------------------------------------------------------
Julia Hickey, writing for The Tribune, reports that an initial
Chapter 11 status conference is scheduled for June 19 in the
Chapter 11 bankruptcy case of Fat Cats Cafe Inc. in Federal
Bankruptcy Court in Santa Barbara, Calif.

Fat Cats, which operates a namesake restaurant in San Luis Obispo,
filed for Chapter 11 bankruptcy protection April 26.  Carl
Barbettini, president of Fat Cats, signed the petition, which
estimated assets of less than $50,000 and estimated liabilities of
at least $300,000 to its top 20 creditors.

According to Ms. Hickey, Mr. Barbettini told The Tribune: "We are
doing this now so that we have an opportunity to pay everyone
back." He declined further comment.

The report says Fat Cats' top creditors are the Internal Revenue
Service, the State of California Board of Equalization (which
collects sales tax), Producers Dairy and Kaney Foods.  Kaney Foods
closed in April after filing for Chapter 7 bankruptcy.


FIRST BANKS: Appoints Chief Banking Officer
-------------------------------------------
First Banks, Inc., appointed Tim Lathe as Executive Vice President
and Chief Banking Officer of First Banks, Inc., and President and
Chief Executive Officer of First Bank.  Mr. Lathe was also
appointed as a Director of First Bank.  In these roles, Tim will
be responsible for the overall performance of First Bank and will
have primary responsibility for all customer-facing revenue
business segments, including Commercial Banking, Retail Banking
and Wealth Management.

Terrance M. McCarthy, president and chief executive officer of the
Company, said, "We are extremely pleased to welcome Tim to the
First Bank family.  Tim brings a wealth of knowledge and
experience and will assist us in the continued implementation of
our profit improvement plans throughout each of our revenue
segments.  Over the last five years, we have been very successful
in completing several profit improvement, asset quality and
regulatory capital initiatives that have substantially improved
our financial condition and restored the Company's profitability.
Tim will help us continue to be successful in carrying out
additional profit improvement initiatives designed to increase our
loan portfolio, net interest margin and noninterest income."

Tim most recently served as Executive Vice President, Community
Bank Sales Executive of KeyCorp, a $95 billion asset bank-based
financial service company headquartered in Cleveland, Ohio with
1,100 branches in 29 states.  In this position, he managed the
entire community bank sales function of KeyCorp, which included
8,000 employees in retail, commercial banking, business banking,
wealth management, mortgage and investment services.  Prior to his
promotion in 2011, he served as Executive Vice President, Wealth
Management Segment Head, at KeyCorp where he led KeyCorp's private
banking unit, which had over $22 billion in assets under
management.

Prior to joining KeyCorp in 2009, Tim was an Executive Vice
President at National City Corporation, a $135 billion financial
services organization with 1,400 branches.  At National City, he
was the head of the Private Client Group with 1,500 employees,
over $4 billion in loans, $3 billion in deposits, $34 billion in
assets under management and $65 billion in assets under
administration.  He was responsible for National City's Wealth
Management line of business and held the position of Chairman of
NatCity Investments, an affiliated broker/dealer.

Mr. Lathe joined National City in 1981 as a management trainee in
Corporate Banking and served as a Corporate Banker in National
Lending.  In 1986, he joined Mercantile Bancorporation in St.
Louis, Missouri, as Vice President, International Trade Finance
Manager, and later served as Senior Vice President and Manager of
the National Lending Group before returning to National City in
1990.

During his career, Tim has also served in many philanthropic
roles, most recently serving on the Board of Trustees of
Achievement Centers for Children, the American Red Cross of
Cleveland and Cleveland Leadership Center.  He holds a Bachelor of
Arts degree in Economics from Tulane University and studied
Business Administration at the University of New Orleans. In
addition, his education includes attending the Center for
International Banking Studies at the University of Virginia and
the Export-Import Bank School in Washington, D.C.

                         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.


FLAT OUT: Judge Clears Lender HillStreet to Buy Grill Chain
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Flat Top Grill and Stir Crazy Asian Grill
restaurants are in process of being sold in exchange for about
$8.6 million in secured debt and about $2.2 million in cash.

According to the report, the sale of the 14 Flat Top stores was
officially approved on April 29 by the U.S. Bankruptcy Court in
Manhattan.  The buyer is HillStreet Fund IV LP.

The report notes that HillStreet also came out on top at the
auction this month for the 11 Stir Crazy stores.  That sale is yet
to receive official court sanction.  HillStreet acquired the $6
million first-lien debt that was reduced to $1.25 million.
HillStreet also holds a $5 million second-lien obligation.

                        About Flat Out Crazy

Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago.  Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept.  Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food.  The Debtors have 1,200 employees.

Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013.  The Debtors have tapped Squire Sanders (US) LLP
as counsel; Kurtzman Carson Consultants, LLC, as claims, noticing
and administrative agent; William H. Henrich and Mark Samson from
Getzler Henrich as their co-chief restructuring officers; and J.H.
Chapman Group, L.L.C, as their investment bankers.

The Debtor disclosed $24,339,542 in assets and $15,899,166 in
liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has been appointed in
the Debtors' cases.  The Committee tapped to retain Kelley Drye &
Warren LLP as its counsel and CBIZ Accounting, Tax and Advisory of
New York, LLC as financial advisor.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed Alan
Chapell, as the consumer privacy ombudsman in the Debtors' cases.


FR TAX: Chapter 11 Case Summary & 4 Unsecured Creditors
-------------------------------------------------------
Debtor: FR Tax Group, LLC.
        675 W. Indiantown Road, Suite 103
        Jupiter, FL 33458

Bankruptcy Case No.: 13-19686

Chapter 11 Petition Date: April 29, 2013

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Kenneth S. Rappaport, Esq.
                  RAPPAPORT OSBORNE & RAPPAPORT PL
                  1300 N. Federal Highway #203
                  Boca Raton, FL 33432
                  Tel: (561) 368-2200
                  E-mail: rappaport@kennethrappaportlawoffice.com

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

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

A copy of the Company's list of its four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/flsb13-19686.pdf

The petition was signed by Richard J. Sabella, managing member.


FRONTIER AIRLINES: Republic Airways Plans to Offload by Summer
--------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that Republic Airways
Holdings Inc. told investors Tuesday that it hopes to sell its
Frontier Airlines unit by the summer, less than four years after
it purchased the discount carrier out of bankruptcy.

According to the report, during a conference call announcing
Republic's first quarter results, CEO Bryan Bedford acknowledged
recent "speculative reporting" about potential buyers for
Frontier, but said it was too early in the sale process to talk
specifics.

"I confirm we continue to work toward the goal of completing the
separation process in the June to July timeframe," the report
said, citing Mr. Bedford.

                      About Frontier Airlines

Based in Denver, Colorado, Frontier Airlines --
http://www.frontierairlines.com/-- is the second-largest jet
service carrier at Denver International Airport.

Frontier Airlines Holdings Inc. and its affiliates filed for
Chapter 11 protection on April 10, 2008 (Bankr. S.D.N.Y. Case No.
08-11297 thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represented the
Debtors in their restructuring efforts. Togul, Segal & Segal LLP
was the Debtors' Conflicts Counsel, Faegre & Benson LLP was the
Debtors' Special Counsel, and Kekst and Company was the Debtors'
Communications Advisors.

In June 2009, Republic Airways Holdings offered to acquire the
Debtors' assets for $108 million.  In July 2009, Southwest
Airlines countered with a $113.6 million bid.  In August 2009,
Republic won the bidding, paying $109 million and assuming about
$1 billion of debt and aircraft-lease obligations.

In September 2009, the Bankruptcy Court confirmed the Company's
Plan of Reorganization which was premised on the Republic deal.
Republic closed the deal in October 2009.  Frontier Airlines
became a wholly owned subsidiary of Indianapolis-based Republic.


GABRIEL TECHNOLOGIES: Files Chapter 11 Plan
-------------------------------------------
Gabriel Technologies Corporation, et al., filed a Plan of
Reorganization that proposed to substantively consolidate the
Debtors' estates into the Chapter 11 Estate of Gabriel, and upon
the Effective Date, all those assets will become the property of
the Reorganized Debtor.

Secured claims filed against the Debtors will be paid by proceeds
recovered from Qualcomm Incorporated in a lawsuit involving
royalties, and from another lawsuit involving royalties captioned
Gabriel Technologies Corporation, etc. v. Keith Feilmeier, etc.,
et al.

Unsecured Claims will also be paid from the proceeds of the two
lawsuits, after all secured claims have been paid.  Allowed
General unsecured claims will accrue an interest of 10% per annum.

Until all Allowed Claims have been fully satisfied, (a) all
voting, distribution and other rights incident to Allowed
Interests within Class F (Interests) will be suspended, and
nothing of value will be conferred upon holders of those
Interests.  Upon full satisfaction of all Allowed Claims, those
rights of holders of Allowed Interests within Class F may be
resumed.

A full-text copy of the Plan dated April 24, 2013, is available
for free at http://bankrupt.com/misc/GABRIELTECHplan0424.pdf

                  About Gabriel Technologies

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.

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


GEOGLOBAL RESOURCES: Obtains NYSE MKT Stock Delisting Order
-----------------------------------------------------------
GeoGlobal Resources Inc. previously disclosed that it had received
a delisting notice from the NYSE MKT LLC on April 17, 2013.  The
Company had the right to appeal the Exchange's determination on or
before April 24, 2013.  The Company did not request an appeal and
therefore, the Exchange's determination has become final.
Accordingly the Company's Common Stock is scheduled for delisting
from the Exchange, and trading in the Company's Common Stock on
the Exchange will be discontinued effective at the close of
business on Thursday May 2, 2013.

The Company has made an application with the OTC Bulletin Board
and taken the necessary steps so that the Company's Common Stock
will be traded on the OTC Bulletin Board as soon as practicable
after May 2, 2013.

                         About GeoGlobal

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


GREDE HOLDINGS: S&P Retains 'BB' Rating After Loan Upsize
---------------------------------------------------------
Standard & Poor's Ratings Services said that its senior secured
'BB' issue-level and '1' recovery ratings on Southfield, Mich.-
based casting supplier Grede Holdings LLC remain unchanged
following the company's announcement of its plan to upsize its
senior secured debt by $30 million.  The '1' recovery rating on
the term loan indicates S&P's expectation that lenders would
receive very high (90% to 100%) recovery in the event of a payment
default.

The 'B+' corporate credit rating and stable outlook are
unaffected.  The company will use the additional proceeds mostly
to pay down a portion of its asset-based revolving credit facility
(unrated).  Pro forma for the transaction, S&P estimates debt to
EBITDA, including its adjustments, to remain at about 2.5x, with
some cushion in Grede's credit measures (for the current rating)
to withstand future operating shortfalls.  For the rating, S&P
expects this adjusted ratio to be at about 4x or less.

S&P expects a $24 million annual debt amortization requirement in
addition to an excess cash flow sweep requirement to result in
moderate improvement of credit metrics over the next two years.
In addition to the upsize, an amendment would extend the maturity
on the existing term loan to May 2018 at a reduced interest rate--
improving its liquidity and further supporting S&P's view of
Grede's cash flow prospects.  S&P expects that the ratio of free
cash flow to debt will remain in the low-teens on steady earnings
expansion and low capital expenditure requirements of about 3%-4%
of sales, mostly for maintenance and improvement of existing
facilities.

RATINGS LIST

Grede Holdings LLC
Corporate Credit Rating    B+/Stable/--

Ratings Unchanged

Grede Holdings LLC
Senior Secured             BB
  Recovery Rating           1


HOMEBANC MORTGAGE: Bear Stearns Settles Adversary Suit for $3MM
---------------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that the Chapter 7
trustee for HomeBanc Mortgage Corp. on Monday asked a Delaware
bankruptcy judge to approve a $3.25 million settlement of a $100
million adversary proceeding it asserted against Bear Stearns &
Co. Inc. over securities repurchase agreements between Bear
Stearns and HomeBanc.

According to the report, the trustee, George L. Miller, said
following a split January ruling on cross-motions for summary
judgment, the parties reached a settlement agreement on the
HomeBanc's remaining cross-claims, Bear Stearn's cross claim and
set-off claims, with Miller retaining his right to appeal the
decision.

                           About HomeBanc

Headquartered in Atlanta, Georgia, HomeBanc Mortgage Corporation
-- http://www.homebanc.com/-- was a mortgage banking company
focused  on originating primarily prime purchase money residential
mortgage loans in the Southeast United States.

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them in
these cases.  The Official Committee of Unsecured Creditors
selected the firm Otterbourg, Steindler, Houston and Rosen, P.C.
as its counsel.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5.1 billion and total liabilities of
$4.9 billion.

HomeBanc filed a joint consolidated liquidating plan and
accompanying disclosure statement, dated April 30, 2008, but
failed to obtain confirmation of that plan.  HomeBanc subsequently
moved for conversion of its cases to Chapter 7, which was granted
by the Court, effective Feb. 24, 2009.


ICTS INTERNATIONAL: Delays 2012 Annual Report for Audit
-------------------------------------------------------
ICTS International notified the U.S. Securities and Exchange
Commission that it will be delayed in the filing of its annual
report on Form 20-F for the period ended Dec. 31, 2012.  The
Company and the auditor are in the final stages of review which is
expected to be completed shortly.

ICTS International N.V. is a public limited liability company
organized under the laws of The Netherlands in 1992.

ICTS specializes in the provision of aviation security and other
aviation services.  Following the taking of its aviation security
business in the United States by the TSA in 2002, ICTS, through
its subsidiary Huntleigh U.S.A. Corporation, engages primarily in
non-security related activities in the USA.

ICTS, through I-SEC International Security B.V., supplies aviation
security services at airports in Europe and the Far East.

In addition, I-SEC Technologies B.V. including its subsidiaries
develops technological systems and solutions for aviation and non?
aviation security.

Mayer Hoffman McCann CPAs, in New York, N.Y., expressed
substantial doubt about ICTS International's ability to continue
as a going concern following the 2011 financial results.  The
independent auditors noted that the Company has a history of
recurring losses from continuing operations, negative cash flows
from operations, working capital deficit, and is in default on its
line of credit arrangement in the United States as a result of the
violation of certain financial and non-financial covenants.

The Company reported a net loss of US$2.15 million on
US$105.93 million of revenue for 2011, compared with a net loss of
US$8.12 million on US$98.43 million of revenue for 2010.

The Company's balance sheet at June 30, 2012, showed US$21.80
million in total assets, US$53.63 million in total liabilities and
a US$31.82 million total shareholders' deficit.


INFOGROUP INC: S&P Cuts CCR to B- & Removes CreditWatch on Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Omaha, Neb.-based infoGROUP Inc. to 'B-' from 'B' and
removed all ratings from CreditWatch, where they were placed with
negative implications on Jan. 25, 2013.  The rating outlook is
negative.

At the same time, S&P lowered all issue-level ratings on the
company's debt by one notch, in conjunction with the downgrade.
The recovery ratings on these debt issues remain unchanged.

The downgrade reflects the company's weak near-term operating
outlook, increasing debt leverage, and only near-term covenant
relief provided by the April 2013 amendment to its credit
facility.

"The corporate credit rating on infoGROUP Inc. reflects our
expectation that leverage will remain high over the intermediate
term and the risk that the margin of compliance with financial
covenants will narrow.  We consider infoGROUP's business risk
profile "weak" under our criteria because of competitive
conditions in the markets in which it operates, and exposure to
highly cyclical direct marketing spending.  The higher-margin data
base licensing business, which is not subject to the same trends,
accounts for roughly one-third of profitability.  Moreover, we
expect infoGROUP to continue to underperform some of its larger
U.S. peers.  Relatively high financial risk resulting from the
2010 leveraged buyout, the 2011 special dividend, and weak
operating performance underpin our view that infoGROUP's financial
risk profile is "highly leveraged."  The negative outlook reflects
our expectation of increasing covenant headroom pressure.  We
assess the company's management and governance as "fair", S&P said

infoGROUP provides business and consumer information, database
marketing services, data processing services, data base licensing,
and sales and marketing solutions to a diverse customer base of
business subscribers.  S&P considers these businesses mature,
cyclical, and highly competitive.  Although nearly 60% of its
business comes from clients in growing digital direct marketing
channels, the traditional direct-mail business faces a long-term
gradual secular decline, in S&P's opinion.  Some of infoGROUP's
competitors are larger and have better name recognition and
greater financial resources, which may put the company at a
competitive disadvantage.  Also, infoGROUP may face increased
competition from new entrants, especially online start-ups with
low initial capital requirements.  The company has increased
product development and marketing efforts and has put in place a
new management team over the past eighteen months.  It is unclear
how soon the company will realize meaningful benefits from these
measures.


INNOVATIVE COMMS: Clawback Suits Against Craig, Weisman Dismissed
-----------------------------------------------------------------
Bankruptcy Judge Mary F. Walrath dismissed clawback lawsuits filed
by Stan Springel, the chapter 11 trustee of the bankruptcy estate
of Innovative Communication Corporation ("New ICC"), against:

     -- Peter Weisman and Peter Weisman & Associates; and
     -- Robert F. Craig P.C.

The Court, however, granted the chapter 11 trustee 30 days from
the date of the order to amend the Complaints.

The Defendants filed separate motions asking the Court to dismiss
the complaints.

Mr. Springel commenced the lawsuits on Sept. 19, 2009, seeking to
recover certain pre-petition transfers as fraudulent pursuant to
section 548(a)(1)(A) ("Count I"), section 548(a)(1)(B) ("Count
II"), section 544 and New York law ("Count III"), section 544 and
Florida law ("Count IV"), and section 544 and United States Virgin
Islands law ("Count V"). In the alternative, the Trustee seeks to
recover the Transfers as preferential under section 547 ("Count
VI").

The Complaint against Robert F. Craig PC seeks to recover five
transfers from the Defendant in the aggregate amount of $209,087.

Weisman et al. asserts that the Trustee is seeking the recovery of
payments in the sum of approximately $100,000 made by New ICC to
the Defendant between December 1, 2002, and March 3, 2003.

The case is STAN SPRINGEL, TRUSTEE Plaintiff, v. PETER WEISMAN AND
PETER WEISMAN & ASSOCIATES, Defendant. Adv. P. No. 09-3089 (D.
Virgin Islands).  A copy of the Court's April 26, 2013 Memorandum
Opinion is available at http://is.gd/PWVhR4from Leagle.com.

The second case is STAN SPRINGEL, TRUSTEE Plaintiff, v. ROBERT F.
CRAIG P.C., Defendant, Adv. P. No. 09-3070 (D. Virgin Islands).  A
copy of the Court's April 26, 2013 Memorandum Opinion is available
at http://is.gd/k0AVoYfrom Leagle.com.

            About Prosser & Innovative Communication

On Feb. 10, 2006, involuntary chapter 11 cases were filed against
Innovative Communication Company, LLC ("ICC-LLC"), Emerging
Communications, Inc. ("Emerging"), and Jeffrey J. Prosser.
Thereafter, ICC-LLC, Emerging and Prosser filed voluntary
petitions for relief under chapter 11 of the Bankruptcy Code.

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.
Mr. Prosser owned 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.

ICC-LLC is a holding company that owns approximately 51% of
Emerging, which owns 100% of Innovative Communication Corporation
("New ICC").

On March 15, 2007, 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 ICC-LLC and Emerging.

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 the 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.

On July 5, 2007, an involuntary chapter 11 case was filed against
New ICC. Thereafter, New ICC filed a voluntary petition for relief
under chapter 11.  New ICC is a holding company which has various
operating subsidiaries that provide telephone, newspaper, and
other services to the citizens of the United States Virgin
Islands, British Virgin Islands, surrounding Caribbean locations
and portions of France.  Mr. Springel was later appointed the
Trustee of New ICC.


J AND Y INVESTMENT: Can Employ Hurley Williams as Accountants
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
has granted J and Y Investment, LLC, permission to employ Hurley
Williams & Cook PS to provide accounting services.

Hurley will assist in preparing the Debtor's tax returns, as
needed.  Hurley's scope of work may also include assisting the
Debtor in the preparation and formulation of its plan of
reorganization and otherwise assisting the Debtor in its
performance and discharge of its duties as debtor-in-possession.

Debtor proposes to retain Hurley on a general retainer basis, with
payment to be made on an interim basis at the regular hourly rates
charged for services by members of the firm.

J and Y Investment, LLC, sought Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-10218) in Seattle on Jan. 10, 2013.  The Debtor
is a single purpose Delaware limited liability company formed in
2004 to acquire the real property and office building located at
2505 S. 320th Street, Federal Way, Washington.  The property was
appraised on Sept. 3, 2010, at between $11,000,000 and
$11,200,000.  BACM 2004-1 320th Street South, LLC, holds the
beneficial interest in the Deed of Trust and Security Agreement
Encumbering the Property.  BACM 2004-1 has filed a proof of claim
in the total amount of $10,271,963.93 as of the Petition Date.
The Debtor disclosed total assets of $13.05 million against total
liabilities of $8.65 million in its schedules.  The Debtor's sole
member is East of Cascade, Inc.

Armand J. Kornfeld, Esq., and Katriana L. Samiljan, Esq., at Bush
Strout & Kornfeld, LLP, in Seattle, represent the Debtor as
bankruptcy counsel.


J AND Y INVESTMENT: BACM 2004-1 Paid Over 7-Year Period
-------------------------------------------------------
J and Y Investment, LLC, has filed a disclosure statement in
support of the Debtor's proposed Plan of Reorganization dated
March 26, 2013.

According to the Disclosure Statement, the Debtor will continue to
operate the Property in the ordinary course of business.  So long
as it complies with other provisions of the Plan and the Order of
Confirmation, the Debtor will have full discretion as to all
aspects of the operation and maintenance of the Property.

The Plan provides that the secured claim of BACM 2004-1 (Class 1)
will be paid: (i) interest only payments at the rate of 4.75
percent for the 24 months, followed by (ii) 59 equal monthly
payments of principal and interest based upon a 30-year
amortization, and (iii) a single final payment of all outstanding
principal and interest in the 84th full month following the
effective date of the Plan.

Allowed general unsecured claims (Class 2) that are not
administrative convenience claims be paid in full in 12 monthly
payments, which will be due on the 15th day of the first full
month following the Effective Date.

Holders of convenience class claims, arising from all general
unsecured claims in the amount of $1,500 or less (Class 3), will
receive a cash payment equal to the full amount of their allowed
claims, on the later of (i) 30 business days after the Effective
Date, or (ii) three business days following the date upon which
the Debtor receives notice that the claim has become an Allowed
claim.

Allowed interests of the member of the Debtor (Class 4) will
retain such interests following Confirmation but will receive no
distributions on account of such interests (i) if there exists a
default under payments owing to any class, or (ii) the Debtor will
fail to make any payment due on the Effective Date.

A copy of the Disclosure Statement is available at:

            http://bankrupt.com/misc/jandy.doc96.pdf

J and Y Investment, LLC, sought Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-10218) in Seattle on Jan. 10, 2013.  The Debtor
is a single purpose Delaware limited liability company formed in
2004 to acquire the real property and office building located at
2505 S. 320th Street, Federal Way, Washington.  The property was
appraised on Sept. 3, 2010, at between $11,000,000 and
$11,200,000.  BACM 2004-1 320th Street South, LLC, holds the
beneficial interest in the Deed of Trust and Security Agreement
encumbering the Property.  BACM 2004-1 has filed a proof of claim
in the total amount of $10,271,963.93 as of the Petition Date.
The Debtor disclosed total assets of $13.05 million against total
liabilities of $8.65 million in its schedules.  The Debtor's sole
member is East of Cascade, Inc.

Armand J. Kornfeld, Esq., and Katriana L. Samiljan, Esq., at Bush
Strout & Kornfeld, LLP, in Seattle, represent the Debtor as
bankruptcy counsel.


J.C. PENNEY: Issuing More Debt to Cover Cash Erosion
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that J.C. Penney Co. is projected by Fitch Ratings to
consume $1.7 billion to $1.9 billion in cash this year, perhaps
explaining why the 1,100-store retailer announced this week it is
arranging a new $1.75 billion secured term loan.

The new loan will be secured by first liens on real estate, ground
leases, intellectual property, equipment, and stock of
subsidiaries, and by second liens on inventory and accounts
receivable.  The new loan sops up available collateral, leaving
Penney unable to issue new first- or second-lien debt, Fitch said.
The new financing is provided by Goldman Sachs Bank USA.

Fitch projects that free cash flow will be "materially negative in
2014."  Together with the $1.85 billion revolving credit facility,
Penney's liquidity nonetheless should be "adequate" through 2014,
Fitch said.

"Near term liquidity remains adequate," Moody's Investors Service
said.

The new term loan will be used partly to pay off the 7.125 percent
debentures due in 2023, of which $254.5 million are outstanding,
according to data compiled by Bloomberg.  The new term loan
reduces Penney's reliance on the revolving credit, Moody's said,
although it doesn't solve "longer term performance concerns nor
reduce the level of anticipated cash burn."  Moody's said the new
loan "greatly weakens" Penney's "capital structure" while earnings
are "precarious."

Paying off the 2023 debentures removes restrictions on drawing
down the remainder of the $1.85 million facility.  On April 15,
Penney announced it was drawing down $850 million.  Moody's
reacted to news about the new loan by issuing a downgrade lowering
the corporate rating to Caa1, matching the action taken at the end
of February by Standard & Poor's.  Moody's noted that the nearest
debt maturity for Plano, Texas-based Penny is 2015, when $200
million comes due.

Moody's lowered the senior unsecured note rating by one grade to
Caa2 because bondholders' positions have been weakened by issuance
of additional secured debt.

In early March, Penney reported a $985 million net loss for last
year.  For the year, comparable-store sales were down 25 percent.
In the last quarter, the decline was about 30 percent.  The net
loss in the quarter was $552 million on sales of $3.88 billion,
the company reported.  For the year, sales were $13 billion.

S&P calculated that earnings before interest, taxes, depreciation,
and amortization declined about 30 percent.

The stock closed on April 30 at $16.42, down 4.5 percent in New
York Stock Exchange trading.  In the past three years, the closing
low was $13.93 on April 9. In the same period, the high was $43.13
on Feb. 9, 2012.

                         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: Fitch Gives 'BB-' Rating to New $1.75-Bil. Term Loan
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR1' rating to J.C. Penney's new
five-year $1.75 billion senior secured term loan facility. The
closing of the new facility is contingent upon the successful
tendering or defeasance (of at least two-thirds of the amount
outstanding) of the $225 million in debentures due 2023. In
addition, Fitch has affirmed its Issuer Default Ratings (IDRs) on
J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. at 'B-'.
The Rating Outlook is Negative. A full list of rating actions
follows at the end of this press release.

Key Rating Drivers

The new $1.75 billion term loan facility will be secured by (a)
first lien mortgages on owned and ground-leased stores (subject to
certain restrictions primarily related to Principal Property owned
by J.C. Penney Corporation, Inc.) with an aggregate value of not
less than $400 million, the company's headquarters and related
land, and nine owned distribution centers; (b) a first lien on
intellectual property, machinery, and equipment; (c) a stock
pledge of J.C. Penney Corporation and all of its material
subsidiaries and all intercompany debt, and (d) second lien on
inventory and accounts receivable that back the $1.85 billion
asset-backed (ABL) facility.

The proceeds of the term loan will be used to fund operations,
working capital, and capital expenditures and to amend, acquire or
satisfy and discharge the company's $255 million outstanding 7
1/8% debentures due 2023 to get rid of all restrictive covenants.
The terms of these debentures required the company to maintain a
ratio of net tangible assets to senior funded indebtedness of 2.0x
and above (under which it could have only incurred $1.4 billion in
debt at the end of 2012), which would have proven to be too
restrictive. Defeasance or tendering of the debentures also
removes any restrictions on its ability to draw on its $1.85
billion credit facility as a long-term debt source.

The financing maxes out the incremental amount of first- and
second-lien debt JCP can incur, although it could issue unsecured,
subordinated debt, convertible notes or preferred equity.

Fitch views the injection of additional capital as a positive to
fund operations in 2013 given a projected cash burn of $1.7
billion-$1.9 billion. Fitch currently assumes EBITDA of negative
$500 million on top-line contraction in the high single digits,
$800 million in capital expenditures (substantially similar to
2012 levels) and potential working capital use of $200 million to
$300 million. In addition, the company has to fund the defeasance
or tendering of the 2023 debentures.

Beyond 2013, Fitch estimates that the company will have to
generate a minimum of $750 million to $900 million in EBITDA to
fund ongoing capital expenditures in the $400 million-$500 million
range and cash interest expense of $360 million-$375 million. This
would require the company to return sales to about $14 billion, or
8% above 2012 levels, and realize gross margins in the 39%-40%
range given the current cost structure, and some expected
incremental investments in areas such as advertising and marketing
to prop up sales via a return to a high-low pricing strategy.

This appears to be an ambitious level and therefore, free cash
flow is still expected to be materially negative in 2014. However,
the reintroduction of coupons which is underway, the imminent
completion of the very extensive and disruptive home furnishings
makeover, the return of critical brands such as St. John's Bay
(which Fitch estimates used to generate in excess of $1 billion of
sales but was eliminated in major categories), and the addition of
new brands should stem the pace of decline in the business as
incurred in 2012 and expected in first quarter 2013. The speed and
ability of the company to stabilize sales and return to positive
comparable store sales growth will determine additional funding
requirements in 2014 and beyond. As of now, Fitch expects
liquidity, between the new term loan and the $1.85 billion credit
facility, to be adequate through 2014.

Issue Ratings Based on Recovery Analysis

For issuers with IDRs at 'B+' and below, Fitch performs a recovery
analysis for each class of obligations of the issuer. The issue
ratings are derived from the IDR and the relevant Recovery Rating
and notching, based on Fitch's recovery analysis, that places a
liquidation value under a distressed scenario of over $5 billion
as of Feb. 2, 2013 for J.C. Penney.

J.C. Penney's $1.85 billion senior secured credit facility that
matures in April 2016 is rated 'BB-/RR1', indicating outstanding
recovery prospects (91% - 100%) in a distressed scenario. The
facility is secured by inventory and receivables with borrowings
subject to a borrowing base. The company is subject to a springing
covenant of maintaining fixed-charge coverage of 1.0x if the
availability falls below the greater of (i) 10% of line cap (the
lesser of total commitment or borrowing base) and (ii) $125
million.

The $1.75 billion new term loan expected to mature in May 2018,
which will be backed by the collateral as discussed above, is also
expected to have outstanding recovery prospects of 91% - 100%,
leading to a 'BB-/RR1' rating.

The $2.9 billion of senior unsecured notes are rated 'B-/RR4',
indicating average recovery prospects (31% - 50%). The ratings had
already reflected Fitch's expectation that the company would need
to incur additional secured debt in 2013 to fund operations. Fitch
expects to withdraw its rating on the 2023 debentures when it has
been successfully defeased or tendered.

Fitch has taken the following rating actions:

J.C. Penney Co., Inc.

-- IDR affirmed at 'B-'.

J.C. Penney Corporation, Inc.

-- IDR affirmed at 'B-';
-- $1.85 billion senior secured bank credit facility affirmed at
    'BB-/RR1';
-- $1.75 billion senior secured term loan assigned 'BB-/RR1';
-- Senior unsecured notes and debentures affirmed at 'B-/RR4'.

The Rating Outlook is Negative.

RATING SENSITIVITIES

A negative rating action could occur on worse-than-expected
deterioration in EBITDA that further constrains cash flow and
liquidity, and impedes the company's day-to-day operations.

A positive rating action could occur if the top-line starts to
stabilize, the company realizes more normalized gross margin
levels, and does not need additional financing to fund operations.


J.C. PENNEY: Moody's Cuts CFR to Caa1 After New $1-Bil. Debt Deal
-----------------------------------------------------------------
Moody's Investors Service downgraded the long term ratings of J.C.
Penney Company, Inc. including its Corporate Family Rating to Caa1
from B3. The Speculative Grade Liquidity rating of SGL-3 remains
unchanged. The rating outlook also remains negative.

The downgrade follows JCP's announcement that it had entered into
a commitment letter with Goldman Sachs under which Goldman Sachs
has committed to provide a $1.75 billion senior secured term loan.
The term loan will be secured by a first lien of real estate and a
second lien on inventory and accounts receivable. The proceeds of
the term loan will be used to fund ongoing working capital
requirements, other general corporate purposes, and to amend,
acquire, or satisfy and discharge the outstanding debentures due
2023.

The term loan will bolster JCP's liquidity by increasing its cash
balances and reducing its reliance on its revolving credit
facility. Although the term loan bolsters JCP's liquidity, it will
not solve JCP's longer term performance concerns nor reduce the
level of anticipated cash burn at JCP over the next twelve months.
The downgrade acknowledges that the term loan will greatly weaken
JCP's capital structure at a time when its earnings are at
precarious levels. The downgrade reflects Moody's opinion that the
position of the existing bondholders has been weakened by the
addition of further secured debt ahead of the unsecured notes in
the capital structure. It also acknowledges that the additional
debt makes it highly unlikely that JCP will be able to bring debt
to EBITDA to below 7.0 times and EBITA to interest expense above
1.0 time over the next twelve months, levels more indicative of a
low single B rating.

The following ratings are downgraded:

For J.C. Penney Company, Inc.

Corporate Family Rating to Caa1 from B3

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

For J.C. Penney Corporation, Inc.:

Senior unsecured notes to Caa2 (LGD 5, 78%) from Caa1 (LGD 4, 66%)

Senior unsecured shelf to (P) Caa2 from (P) Caa1

The following rating is unchanged:

Speculative Grade Liquidity rating at SGL-3

Rating Rationale:

JCP's Caa1 Corporate Family Rating reflects the near term
significant weakness in JCP's operating performance and credit
metrics. It also reflects that JCP is in process of readdressing
its operating strategies which will likely result in earnings
remaining weak over the next few quarters. The rating is supported
by Moody's opinion that JCP's near term liquidity remains
adequate, albeit there will be a sizable cash flow burn in 2013
that will be supported by the proposed $1.75 billion term loan and
the $1.85 billion revolving credit facility. The rating also
acknowledges the lack of near dated debt maturities. JCP's nearest
debt maturity is not until 2015 when its $200 million 6.875%
medium term notes mature.

The negative rating outlook acknowledges Moody's expectation that
JCP's earnings continue to face downward pressure until the
company stabilizes the sales and gross margin trends. It also
acknowledges the sizable level of free cash flow burn that is
anticipated in 2013 and the current weakness in credit metrics.

Ratings could be downgraded should JCP's liquidity erode, should
its sales and earnings not begin to evidence signs of stability by
the fourth quarter of 2013, or should the overall probability of
default increase.

Given the negative outlook, an upgrade is unlikely at the present
time. In time, the outlook could return to stable should the
company evidence stability in sales while showing an improvement
in earnings and maintaining adequate liquidity. Ratings could be
upgraded should earnings improve such that it become likely that
debt to EBITDA will remain below 7.25 times and EBITA to interest
expense approaches 1.0 time.

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.

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. It also operates a website, www.jcp.com. Revenues
are about $13 billion.


KNICK EXPLORATION: Files Management Cease Trade Order Application
-----------------------------------------------------------------
Knick Exploration Inc. on April 30 disclosed that it has made
application with the applicable securities authorities for a
management cease trade order.

Knick had until April 30, 2013 for filing its audited financial
statements, its management's discussion and analysis and the CEO
and CFO certificates relating to the audited annual financial
statements for its fiscal year ended Dec. 31, 2012.
Unfortunately, Knick was not able to meet this requirement and
foresee that these documents will be ready for filing by May 31st,
2013, at the latest.

Due to a lack of liquidity, Knick was in default to pay the sum
owed to its auditors and consequently, the same refused to prepare
the said annual financial statements.

Few days ago, Knick had closed with success a private placement
which brings a sufficient amount to pay its auditors and permits
to establish with them a schedule for the preparation of the
audited annual financial statements.

Knick intends to satisfy the provisions of the alternative
information guidelines so long as it will remain in default of
filing the above mentioned documents.

Knick is not subject to any insolvency proceeding.

Headquartered in Val-D'Or, Quebec, Knick Exploration Inc. is
focused on identifying gold deposits in the Abitibi Gold District.
The East-West gold property is located approximately 11 kilometer
west of the town of Val-d'Or.


KORINTH ENTERPRISES: App. Ct. Rules on Appeal in Savas-Gerber Suit
------------------------------------------------------------------
PAT SAVAS, Individually and as Trustee, etc., Plaintiff, Cross-
defendant and Appellant, v. SOL GERBER and RUTH GERBER, as
Trustees, etc., et al., Defendants, Cross-complainants and
Appellants, Case Nos. B236101 and B237539 (Calif. App. Ct.), stems
from a dispute on noteholders' entitlement to sale proceeds of a
Los Angeles property.  In the case, two promissory notes, one for
$500,000 and another for $300,000, were secured by one deed of
trust on real property.  When the trustor-debtor defaulted, the
real property was sold under the power of sale in the deed of
trust.  In subsequent litigation over the ownership of the real
property, the trial court ruled that each of the note holders were
entitled to a 5/8 and 3/8 interest, respectively.

In particular, in 2009, Korinth Enterprises, Inc., and Patricia
Savas, as trustee of the Pat Savas Family Trust, filed a first
amended complaint against Sol and Ruth Gerber, as trustees of the
Gerber Family Trust, and Todd H. Kurtin and Jon R. Kurtin, as
trustees of the Kurtin Family Trust, regarding real property
located in Los Angeles.  Korinth's cause of action was for quiet
title challenging a second deed of trust; Savas Trust's causes of
action were for breach of contract and specific performance
pertaining to notes secured by the second deed of trust.

The Gerber Trust and the Kurtin Trust filed a cross-complaint for
quiet title, fraud, negligent misrepresentation, slander of title,
unjust enrichment, declaratory relief, and equitable lien relating
to the real property against Korinth, Savas Trust, Patricia
Savapoulos (Pat Savas), Thomas Savapoulos (Tom Savas), Athena
Savas, Chris Savas, Daniel Kupper, and Mid City.

After a bench trial, the trial court entered judgment, in
pertinent part, (1) in favor of Savas Trust and against the Gerber
Trust and Kurtin Trust, awarding Savas Trust a 3/8 interest and
Gerber Trust and Kurtin Trust a 5/8 interest in the real property;
(2) against Korinth and in favor of Gerber Trust and Kurtin Trust
on Korinth's claim of quiet title; (3) against Gerber Trust and
Kurtin Trust in favor of Savas Trust, Tom Savas, Pat Savas, and
Athena Savas; and (4) against Chris Savas, Mid City, and Daniel
Kupper in favor of Gerber Trust and Kurtin Trust.  The judgment
awarded Savas Trust attorney fees and costs from Gerber Trust and
Kurtin Trust.  At a subsequent hearing, the trial court denied
Savas Trust and Pat Savas's motion for attorney fees.

On appeal, the 5/8 owners claimed that they were entitled to the
entirety of the real property, arguing that the unraveling of a
settlement of an earlier dispute to which they were not a party
somehow deprived the 3/8 owner of its interest.  The Court of
Appeals of California, Second District, disagrees because the
earlier settlement had nothing to do with the rights of the 5/8
owners, who received the benefit of their bargain.  The 5/8 owners
also argued that the interests of the 3/8 owner disappeared by
virtue of the merger of title doctrine.  The California Appeals
Court also disagrees because there was no merger of title as title
of that interest was never held by the same parties.

And as to the claim of the 3/8 owner for attorney fees, the
Appeals Court concludes that the lack of an attorney fees
provision in any contract between the 3/8 owner and the 5/8 owners
defeats its claim.  Thus, the Appeals Court affirms the trial
court judgment and the order denying attorney fees.

A copy of the Appeals Court's April 18, 2013 decision is available
at http://is.gd/kfz1ghfrom Leagle.com.

Korinth filed for Chapter 11 bankruptcy in December 2008.  On
April 14, 2009, the United States Trustee's Office's Motion to
Dismiss Korinth's Bankruptcy was granted by the Bankruptcy Court.


LAUSELL INC: Can Access Banks' Cash Collateral Until May 31
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico has
authorized Lausell, Inc., to use Firstbank Puerto Rico's and
Citibank N.A.'s cash collateral and to pay critical vendor Alcan
Primary Products Company, LLC, in addition to the full amount of
Alcan's post-petition invoices, 10% thereof to be credited by
Alcan to its pre-petition claim, pursuant to the Stipulation on
the Extension of Cash Collateral and Adequate Protection, Critical
Vendor Designation of Alcan Primary Products, LLC, and Request for
its Approval, as filed with the Court on March 28, 2013.

Pursuant to the Stipulation, the total authorized use of Cash
Collateral is $2,847,439 and for the period of the week
commencing on April 1, 2013, and ending on the earlier of
(i) May 31, 2013 or (ii) thirty (30) days after the rejection or
denial by the Economic Development Bank for Puerto Rico (?EDB?) of
the discounted pay off financing being requested by the Debtor.

As adequate protection, the Banks are granted a replacement lien
and a post-petition security interest on all of the assets and
collateral acquired by the Debtor on or after the Petition Date.

As additional adequate protection, the Banks are granted a super-
priority claim in an amount equal to any diminution in value of
their pre-petition collateral.

Firstbank is represented by:

      Rafael A. Gonzalez Valiente, Esq.
      LATIMER, BIAGGI, RACHID & GODREAU
      P.O. Box 9022512
      San Juan, PR 00902-2512
      Tel: (787) 724-0230
      Fax: (787) 724-9171

Citibank N.A. is represented by:

      Jose F. Cardona Jimenez
      CARDONA JIMENEZ LAW OFFICE
      P.O. Box 9023593
      San Juan, PR 00902-3593
      Tel: 787-724-1303
      Fax: 787-724-1369
      E-mail: jf@cardonalaw.com

                        About Lausell Inc.

Lausell, Inc., filed a bare-bones Chapter 11 petition (Bankr.
D.P.R. Case No. 12-02918) on April 17, 2012, in Old San Juan,
Puerto Rico.  Lausell, also known as Aluminio Del Caribe, is a
manufacturer of windows and doors.

Bankruptcy Judge Mildred Caban Flores oversees the case.  Charles
Alfred Cuprill, Esq., at Charles A. Curpill, P.S.C. Law Offices,
in San Juan, Puerto Rico, serves as counsel to the Debtor.

The Bayamon, Puerto Rico-based company disclosed $34,059,950 in
assets and liabilities of $24,489,414 in its amended schedules.


LDK SOLAR: Delays Form 20-F for 2012
------------------------------------
LDK Solar Co., Ltd., was unable to file its Form 20-F for the year
ended Dec. 31, 2012, on or before the prescribed due date of
April 30, 2013, because it needs additional time to finalize
certain items in its fourth quarter 2012 financial results,
primarily including an impairment analysis of long-lived assets
and an assessment of provisions in certain subsidiaries.

LDK Solar currently anticipates that the Form 20-F will be filed
as soon as practicable and no later than May 15, 2013.

During 2012, the challenging market conditions resulted in a
decrease in average sales price and shipment volume of LDK Solar's
wafers, modules and polysilicon and other materials.  As a result,
LDK Solar's net sales were $862.9 million for 2012, representing a
decrease of $1,294.9 million as compared to net sales of $2,157.8
million for 2011.  In 2012, LDK Solar's gross loss also increased
to $337.8 million from $39.7 million in 2011, primarily due to the
significant drop in the average selling price of LDK Solar's
products, the lower utilization rate, and the recognition of
inventory write-down of $180.9 million.  LDK Solar also recorded
an impairment loss for goodwill and intangible assets of $31.6
million, an impairment loss for assets held for sale of $74.2
million and an impairment loss for property, plant and equipment
of $109.0 million for 2012.  The combined effect of these and
certain other items resulted in an increase in net loss
attributable to shareholders to $939.5 million in 2012 from $620.9
million in 2011, and the diluted loss per share increasing to
$8.38 for 2012 from $4.90 for 2011.  The preliminary financial
results for 2012 have been derived from LDK Solar's unaudited
consolidated financial statements as of and for the year ended
Dec. 31, 2012.

                           About LDK Solar

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

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

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

LDK Solar's balance sheet at 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.


LKS CONCEPTS: Dylan's Prime Restaurant Padlocked and in Ch. 11
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dylan's Prime, a restaurant and bar north of the
financial district in downtown Manhattan, filed a petition for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 13-11390) on
April 30 in New York after the establishment was padlocked earlier
in the month for non-payment of sales taxes.

Located at 62 Laight Street in the Tribeca neighborhood, the
restaurant disclosed assets of $62,200 and debt totaling
$2.2 million, including $755,000 in secured tax claims.

The owner, LKS Concepts LLC, says there is a buyer in the wings
willing to reopen the restaurant if it can be sold quickly.


LLOYD'S REFRIGERATION: Case Summary & Creditors List
----------------------------------------------------
Debtor: Lloyd's Refrigeration, Inc.
        5701 West Sunset Road
        Las Vegas, NV 89118-3451

Bankruptcy Case No.: 13-13712

Chapter 11 Petition Date: April 29, 2013

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

Judge: Linda B. Riegle

Debtor's Counsel: Michael J. Dawson, Esq.
                  MICHAEL J. DAWSON, CHTD.
                  515 S. Third Street
                  Las Vegas, NV 89101
                  Tel: (702) 384-1777
                  E-mail: mdawson@lvcoxmail.com

Estimated Assets: $100,001 to $500,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nvb13-13712.pdf

The petition was signed by Walter P. Lloyd, president.


MACQUARIE INFRASTRUCTURE: S&P Assigns 'BB-' CCR to Subsidiary
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' corporate
credit rating to Macquarie Infrastructure Co. LLC (MIC).  The
outlook is stable.

"The corporate credit rating on MIC reflects the credit strength
of a modestly diverse portfolio of capital-intensive
infrastructure businesses whose assets are long-lived, contracted,
or regulated," said Standard & Poor's credit analyst Richard
Cortright.

The portfolio combines an aviation servicing company with energy
businesses consisting of a liquid bulk storage business, a small
regulated gas utility, and other much smaller energy-related
investments.  S&P recognizes some marginal benefit from the non-
correlated nature of the businesses, which may reduce the effect
of operational or economic disruptions of one business or another.
There is no debt at the parent level.

On April 29, 2013, Standard & Poor's assigned its 'BB-' corporate
credit rating to Atlantic Aviation FBO Inc., MIC's single-largest
subsidiary.  The outlook is stable.  At the same time, S&P
assigned its 'BB-' issue rating to the proposed $535 million
senior secured first-lien credit facility, which consists of a
$70 million revolving credit facility and a $465 million term
loan.  The '3' recovery rating indicates S&P's expectation of
meaningful (50% to 70%) recovery if a payment default occurs.

S&P assess MIC's business risk profile as "satisfactory,"
reflecting the capital-intensive, contracted, and regulated nature
of the energy businesses, as well as Atlantic Aviation's position
as the largest provider in the U.S. of fixed based operation (FBO)
services to the cyclical general aviation market.  Reflected in
the business risk profile is our assessment of the company's
management and governance as "fair," reflecting the extensive
experience of management at the asset level, as well as the strong
focus on dividend payments up to the parent.

The outlook is stable.  At Atlantic Aviation, revenue and earnings
should grow modestly in the next 12 months due to higher business
jet usage, and S&P expects credit ratios to improve slightly over
the next year.  At IMTT, the contracted nature of the cash flows
provides good transparency for the next 12 to 24 months, and debt
protection metrics remain supportive of MIC's rating.  S&P could
lower the rating if debt increases to fund acquisitions, resulting
in MIC's debt/EBITDA ratio rising above 4x.  Although unlikely in
the next year, S&P could raise the ratings if earnings improve
more than it expects or if MIC uses excess cash flows to reduce
debt, resulting in debt to EBITDA below 3x and FFO to debt above
25%.


MAXCLEAN HOLDINGS: Crowe Horwath Raises Going Concern Doubt
-----------------------------------------------------------
Maxclean Holdings Ltd filed on April 29, 2013, its annual report
on Form 20-F for the year ended Dec. 31, 2012.

Crowe Horwath (HK) CPA Limited, in Hong Kong, expressed
substantial doubt about Maxclean Holdings' ability to continue as
a going concern.  The independent auditors noted that the Company
has operating and liquidity concerns as the Company had suffered
recurring losses from operations and negative operating cash flows
and incurred an accumulated deficit of RMB82.9 million as of
Dec. 31, 2012.

The Company reported a net loss of RMB14.5 million on
RMB59.3 million of revenue in 2012, compared with a net loss of
RMB30.6 million on RMB58.8 million of revenue in 2011.  According
to the regulatory filing, the 52.4% decrease in net loss was
primarily due to the increased selling price of its products,
decreased administrative expenses, and decreased interest on bank
loans.

The Company's balance sheet at Dec. 31, 2012, showed
RMB71.4 million in total assets, RMB55.3 million in total current
liabilities, and net assets of RMB16.1 million.

A copy of the Form 20-F is available at http://is.gd/wPs8U2

Maxclean Holdings Ltd is a holding company, which was incorporated
in the Cayman Islands on May 30, 2011.  The Company owns 100% of
Maxclean (China) Holdings.  The Company develops, manufactures and
sells consumable contamination control supplies for use in clean-
rooms under the trade name "Maxclean".

The Company was incorporated in the Cayman Islands on May 30,
2011, and is owned by the same control group as Maxclean (China).

Pursuant to written board resolutions of the Company, on July 12,
2011, the shareholders of Maxclean (China) effectively exchanged
their outstanding shares of Maxclean (China) for all of the
outstanding shares of the Company.  The Share Swap has been
accounted for as a reverse capitalization whereby Maxclean (China)
will be deemed to be the accounting acquirer (legal acquiree) and
the Company to be the accounting acquiree (legal acquirer).

On Aug. 30, 2012, the Cayman Company filed a Form F-1 Registration
Statement under the Securities Act of 1933 with the U.S.
Securities and Exchange Commission to register certain shares of
the Cayman Company for resale.  The Company's Form F-1
Registration Statement was declared effective by the SEC on
Sept. 20, 2012.

The registered address of the Company is Clifton House, 75 Fort
Street, PO Box 1350, Grand Cayman KY1-1108, Cayman Islands.  The
principal place of business of the Company is located at 88 Yu
Feng Road, Shuo Fang Town, New District, Wuxi City Jiangsu
Province, PRC.


MEDIA GENERAL: Stockholders Elect Nine Directors
------------------------------------------------
At the Annual Meeting of Media General, Inc., held on April 25,
2013, the stockholders:

   (a) elected Dennis J. FitzSimons, Rodney A. Smolla and Carl S.
       Thigpen as Clas A directors and Stewart Bryan III, Diana F.
       Cantor, George L. Mahoney, Marshall N. Morton, Wyndham
       Robertson and Coleman Wortham III as Class B directors;

   (b) ratified the appointment of Deloitte & Touche, LLP, as the
       Company's independent registered public accounting firm as
       of and for the fiscal year ending Dec. 31, 2013; and

   (c) approved the compensation paid to the Company's named
       executive officers.

                        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.

The Company's balance sheet at Dec. 31, 2012, showed $773.42
million in total assets, $949.64 million in total liabilities and
a $176.22 million total stockholders' deficit.

                           *     *     *

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.


MF GLOBAL: Court Disallows Coe's $35 Million Admin. Claim
---------------------------------------------------------
Bankruptcy Judge Martin Glenn sustained the objection of Louis J.
Freeh, as the Chapter 11 trustee of MF Global Holdings, Ltd., et
al., to Michelle Y. Coe's Claim No. 1836, a copy of which decision
is available at http://is.gd/qk4qA4from Leagle.com.

Ms. Coe's present administrative claim was filed on Feb. 27, 2013,
for $35 million.  The Administrative Claim is identical to two
expunged claims, filed by Ms. Coe in 2010, which arose -- not from
a direct relationship between Ms. Coe and the Debtors but -- from
Man Financial's purchase of certain assets from Refco Inc., et al.
entities in 2005.  Debtor MF Global Inc. is a successor to Man
Financial.  The 2010 claims were for "intellectual property trade
secret" and a "trade secret."

In an April 18, 2013 decision, Judge Glenn expunged Claim No. 1836
and imposed monetary sanctions against Ms. Coe for $250 payable to
the Clerk of the Bankruptcy Court.

                          About MF Global

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

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

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

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

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

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

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

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

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

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

At a hearing on April 5, the Bankruptcy Court approved MF Global
Holdings' plan to liquidate its assets.  Bloomberg News reported
that the court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MORGANS HOTEL: Incurs $11.7 Million Net Loss in First Quarter
-------------------------------------------------------------
Morgans Hotel Group Co. reported a net loss of $11.76 million on
$47.68 million of total revenues for the three months ended
March 31, 2013, as compared with a net loss of $14.73 million on
$40.82 million of total revenues for the same period during the
prior year.

The Company's balance sheet at March 31, 2013, showed $583.62
million in total assets, $731.82 million in total liabilities,
$6.32 million in redeemable noncontrolling interest of
discontinued operations and a $154.52 million total stockholders'
deficit.

Michael Gross, CEO of the Company, said: "The strong first quarter
results underscore the significant progress we have made
transforming our portfolio and repositioning our hospitality
offering to capitalize on the growth opportunities ahead.  With
eight new hotels slated to open in the next three years and a
growing pipeline of deals in key destinations around the world, we
see a clear path to quickly increasing gross fees, EBITDA and cash
flow.  The deleveraging asset exchange transaction and rights
offering will significantly reduce our debt and equity obligations
and raise necessary capital for growth, allowing us to accelerate
our strategic development.  We are very confident in the future
and look forward to building on the momentum of our recent results
to increase shareholder value in the years ahead."
  
On March 30, 2013, the Company entered into agreements with
affiliates of The Yucaipa Companies pursuant to which, upon
consummation of the contemplated transactions, the Company will
exchange its ownership interests in Delano South Beach, The Light
Group and its subsidiaries that hold three restaurant leases in
Las Vegas for $6.5 million in cash and the surrender and
cancellation of convertible debt, preferred securities and
warrants to purchase MHG common shares and certain consent rights
over certain major decisions held by Yucaipa.  The Company will
continue to operate Delano South Beach pursuant to a long-term
management agreement. Additionally, the Company will launch a $100
million rights offering to its existing shareholders which,
together with cash received in the exchange transaction, MHG
projects will yield approximately $65 million of cash after using
a portion of the net proceeds to retire its credit facility and
related obligations.  The Deleveraging Transaction is currently
expected to close in the second quarter of 2013.

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

                        http://is.gd/uAxVMH

                      About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company incurred a net loss attributable to common
stockholders of $66.81 million in 2012, a net loss attributable to
common stockholders of $95.34 million in 2011, and a net loss
attributable to common stockholders of $89.96 million in 2010.


MOUNTAINVIEW ENERGY: Delays Filing of Annual Financial Statements
-----------------------------------------------------------------
Mountainview Energy Ltd. on April 30 disclosed that the filing of
its annual financial statements and related management discussion
and analysis for the year ended December 31, 2012 will be delayed.
The Filings are due on or before April 30, 2013.  As a result of
the failure to file the Filings on time and in accordance with
applicable securities laws, Mountainview has, pursuant to an
application made to the Alberta Securities Commission and the
British Columbia Securities Commission, voluntarily requested a
management cease trade order in accordance with National Policy
12-203.  A management cease trade order will prevent
Mountainview's President & Chief Executive Officer, Patrick
Montalban, as well as its Chief Financial Officer, Angelique
Hatch, and the directors of Mountainview from trading the
Company's securities while the Company remains in filing default,
but enables all other investors to continue trading the Company's
securities.

The filing delay is principally due to the fact that Mountainview
is preparing the Filings for the first time in accordance with
U.S. GAAP, which requires the corresponding changes in reserves
engineering requirements associated with preparing the Annual
Filings.  Mountainview and its auditors and independent reserves
engineers have worked diligently to proceed with the conversion to
U.S. GAAP; however, it is expected that this process will take
some additional time thereby delaying Mountainview's ability to
file the Filings.  It is anticipated that this process will be
complete soon and the 2012 Annual Financial Materials will be
filed shortly after the filing deadline.  Mountainview expects to
file the 2012 Annual Financial Materials on or before May 17,
2013, and not later than May 31, 2013.

If the financial statements are not filed by May 31, 2013, the
date that is one month after the filing deadline for the Filings,
the relevant security commissions or regulators may impose an
issuer cease trade order.  Mountainview understands that an issuer
cease trade order may be imposed sooner if Mountainview fails to
file its bi-weekly Default Status Reports on time.

Mountainview intends to satisfy the alternative information
guidelines set out in the Policy by issuing bi-weekly default
status reports in the form of news releases so long as it remains
in default of this filing requirement.

Mountainview is not subject to, nor does it expect to become
subject to, any insolvency proceedings.  If for any unforeseen
reason Mountainview becomes subject to any insolvency proceedings
during the period in which it is in default, Mountainview will
file material change reports containing the same information it
provides to creditors at the same time the information is provided
to creditors throughout the period in which it is in default.

All material information concerning the affairs of Mountainview
has been disclosed to the public through news releases and filed
on SEDAR.

                       About Mountainview

HeaMountainview Energy Ltd. is a public oil and gas company listed
on the TSX Venture Exchange, with a primary focus on the
exploration, production and development of the Bakken and Three
Forks Shale in the Williston Basin and the South Alberta Bakken.


MPG 216TH: Case Summary & 10 Unsecured Creditors
------------------------------------------------
Debtor: MPG 216th Street LLLP
        P.O. Box 348
        Oldsmar, FL 34677

Bankruptcy Case No.: 13-05605

Chapter 11 Petition Date: April 29, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Joel S. Treuhaft, Esq.
                  PALM HARBOR LAW GROUP, P.A.
                  2997 ALT 19, Suite B
                  Palm Harbor, FL 34683-1907
                  Tel: (727) 797-7799
                  Fax: (727) 213-6933
                  E-mail: jstreuhaft@yahoo.com

Scheduled Assets: $9,075,000

Scheduled Liabilities: $8,858,455

A copy of the Company's list of its 10 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flmb13-05605.pdf

The petition was signed by Charles H. Monroe, III, general
partner.


NEW CENTURY TRS: Dist. Court Denies Carr's Reconsideration Motion
-----------------------------------------------------------------
District Judge Sue L. Robinson denied Anita B. Carr's motion for
reconsideration of the Delaware district court's March 25, 2013
memorandum order affirming orders of the Delaware bankruptcy
court.  The District Court also denied Ms. Carr's petition for a
writ of mandamus.

Ms. Carr has failed to demonstrate her entitlement to a writ of
mandamus, Judge Robinson said.

Ms. Carr previously petitioned the District Court to command the
bankruptcy court "to preserve and not abandon evidence and to
produce" to her certan evidence because she had litigation pending
in other courts and may require those evidence.

A copy of the District Court's April 17, 2013 Memorandum Order is
available at http://is.gd/d6Zfb3from Leagle.com.

The appeals case is ANITA B. CARR, Appellant, v. ALAN M. JACOBS,
as liquidating trustee of the New Century Liquidating Trust,
Appellee, Civ. No. 12-288-SLR (D. Del).

                         About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.   The Company was
among firms hit by the collapse of the subprime mortgage business
industry in 2006.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they disclosed total assets
of $36,276,815 and total debts of $102,503,950.

The Company sold its assets in transactions approved by the
Bankruptcy Court.

The Bankruptcy Court confirmed the Second Amended Joint Chapter 11
Plan of Liquidation of the Debtors and the Official Committee of
Unsecured Creditors on July 15, 2008, which became effective on
Aug. 1, 2008.  An appeal was taken and, on July 16, 2009, District
Judge Sue Robinson issued a Memorandum Opinion reversing the
Confirmation Order.  On July 27, 2009, the Bankruptcy Court
entered an Order Granting Motion of the Trustee for an Order
Preserving the Status Quo Including Maintenance of Alan M. Jacobs
as Liquidating Trustee, Plan Administrator and Sole Officer and
Director of the Debtors, Pending Entry of a Final Order Consistent
with the District Court's Memorandum Opinion.

On Nov. 20, 2009, the Court entered an Order confirming the
Modified Second Amended Joint Chapter 11 Plan of Liquidation.  The
Modified Plan adopted, ratified and confirmed the New Century
Liquidating Trust Agreement, dated as of Aug. 1, 2008, which
created the New Century Liquidating Trust and appointed Alan M.
Jacobs as Liquidating Trustee of New Century Liquidating Trust and
Plan Administrator of New Century Warehouse Corporation.


NEW MEATCO: Ceases Operations & Sells Assets to Harvest
-------------------------------------------------------
New Meatco Provisions, LLC on April 30 disclosed that it closed on
the sale of certain of its assets to Harvest Meat Company, Inc.
After conducting a process designed to maximize the value of its
assets and recoveries for creditors, Meatco decided to sell its
inventory to Harvest for the highest available price and at fair
value.  Harvest also purchased Meatco's remaining accounts
receivable and will collect the accounts for a reasonable fee.

In November 2012, Meatco defaulted on its secured loan
obligations.  In connection with the defaults, Meatco entered into
a forbearance agreement with its lenders to gain time to attempt
to cure the defaults, hiring a financial advisor to assist Meatco
with seeking new business and capital, maximizing revenue, and
reducing costs.

Notwithstanding these efforts, Meatco continued to encounter
severe liquidity challenges and ultimately was unable to continue
operations.  As such, after exploring all of its options, the
Company determined that the best alternative to maximize value for
its stakeholders was to terminate all of its operations and sell
its assets to the highest available bidder.

The Company is continuing its efforts to maximize the value of its
assets.

Inquiries should be directed to Meatco's Chief Restructuring
Officer, Daniel Scouler, at (310) 207-2244.


NEWLAND INT'L: Trump Ocean Club Owner in Ch. 11 with Plan
---------------------------------------------------------
Newland International Properties Corp., a unit of Panama-based
Ocean Point Development Corp. that developed luxury hotel and
condominium known as the "Trump Ocean Club International Hotel &
Tower," located in Panama City, Panama, has sought Chapter 11
protection in New York with a bankruptcy exit plan that would
further restructure $220 million secured notes used to finance the
project.

At the behest of the Debtor, Bankruptcy Judge Martin Glenn will
quickly convene a hearing to consider confirmation of the Plan and
approval of the explanatory disclosure statement on May 28, 2013.

Newland, which filed the bankruptcy petition (Bankr. S.D.N.Y. Case
No. 13-11396) in Manhattan on April 30, 2012, said the Trump Ocean
Club is a multi-use 69-floor luxury tower overlooking the Pacific
Ocean, with luxury condominium residences, a world-class hotel
condominium, a limited number of offices and premier leisure
amenities.  The Trump Ocean Club is located on the Punta Pacifica
Peninsula -- one of the most exclusive neighborhoods in Panama
City.

Construction of the Trump Ocean Club was fully completed in
September 2012 at a cost of $294.6 million.  As of April 23, 2013,
sellout totals $530.2 million, consisting of 604 sold units
aggregating $239.2 million and 495 available units aggregating
$290.9 million.

"Ongoing developments in international capital markets and the
overall impact of the world economic crisis on the real estate
business, which have persisted to date, have brought about and
exacerbated several trends that subject the Debtor to
extraordinary pressure and duress," the Debtor's COO, Carlos A.
Saravia, said in court filings.

Reduction in unit sales, delays or cancellations in
closings, longer processing times for the funding of local bank
mortgages, and the lack of available financing for real estate
development companies, have significantly impacted the Debtor's
cash flows and the ability of the Debtor to service its debt in
accordance with the original debt service schedule.

The Debtor is not an affiliate of Trump Entertainment Resorts,
Inc., Trump Organization, LLC or Trump Marks Panama LLC.

                  Prepetition Capital Structure

The Debtor's prepetition capital structure is comprised of senior
secured notes relating to the financing and development of the
Trump Ocean Club and certain other related obligations. On
November 7, 2007, the Debtor entered into that certain indenture,
dated as of November 7, 2007, as amended by and among the Debtor
and HSBC Bank USA, N.A., as trustee and HSBC Investment
Corporation (Panama) as co-trustee, providing for the issuance of
$220,000,000 in Senior Secured Notes due 2014 at an offering price
of 96.934%.

Due to liquidity pressures, the Debtor defaulted on the notes
starting in November 2011.  It did not make the required interest
payment and the first scheduled payment of amortization of
principal due to the prepetition Noteholders on Nov. 15, 2011.
The Debtor also defaulted on the second interest payment and
second scheduled payment of amortization on May 15, 2012.

                       The Chapter 11 Plan

Prepetition, the Debtor negotiated with noteholders and on
Jan. 23, 2013, executed a plan support agreement with noteholders
representing 41.76% in aggregate principal amount of the
prepetition senior secured notes.  The Chapter 11 plan filed by
the Debtor on the Petition Date embodies the terms of the PSA.

According to the Disclosure Statement, the Plan provides for these
terms:

    * Unclassified claims.  Administrative expense claims,
professional compensation claims and priority tax claims will be
paid in full and are unimpaired.  Recovery: 100%

    * Secured Notes.  Each holder of an allowed prepetition senior
secured notes claim will receive new notes.  The new notes will
reschedule the Debtor's principal payment obligations to more
closely align such obligations with the cash flows expected to be
generated by sales and closings on unit purchase agreements
Noteholders are impaired.  Recovery: 95% to 100%.

    * General Unsecured Claims.  General unsecured claims,
including trade claims, will be reinstated, paid in full or
otherwise rendered unimpaired. The Debtor owes $32.1 million in
principal amount of unsecured trade debt as of March 13, 2013.
Recovery: 100%.

    * Interests.  Interests will be reinstated.  Interest holders
are unimpaired and are presumed to have accepted the Plan.
Recovery: N/A

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

The Debtor's board will be reconstituted to reflect that the
Noteholders will have a right to appoint a delegate to the new
board.

The Debtor commenced solicitation of votes prepetition.  Only the
lone impaired class -- the secured noteholders -- was entitled to
vote on the Plan.  According to Epiq Bankruptcy Solutions, LLC,
the tabulation agent, accepting votes from holders of 100% in
number and 100% in amount of all voted claims from noteholders
were received prior to the voting deadline.

The Debtor is seeking confirmation of the Plan at this timeline:

Record Date                                March 20, 2013
Commencement of Prepetition Solicitation   April 1, 2013
Voting Deadline                            April 29, 2013
Petition Date                              April 30, 2013
Mailing of Combined Hearing Notice         May 2, 2013
Plan Supplement                            May 17, 2013
Objection Deadline                         May 21, 2013
Reply Deadline                             May 24, 2013
Combined Hearing                           May 28, 2013

                      First Day Motions

At the Debtor's behest, the Court has extended the Debtor's
deadline to file its schedules of assets and liabilities through
and until July 1, 2013.  To the extent the Debtor's Chapter 11
plan is declared effective before the deadline, the requirement to
file those documents is permanently waived.

Other "first day" motions approved by the Court at the initial
hearing on May 1 include the Debtor's requests to pay employee
wages and benefits, confirm the protections of the automatic stay
and restrain any actions in violation thereof, pay claims of
certain foreign vendors, and hire Epiq Bankruptcy Solutions as
claims and noticing agent.  The bankruptcy judge also granted
interim approval to the Debtor's request to use cash collateral at
the said hearing.

The bankruptcy judge will convene a hearing on May 17 to consider
final approval of the cash collateral motion and other motions.


NORTEC MINERALS: Fails to File Audited Financial Statements
-----------------------------------------------------------
Nortec Minerals Corp. on April 30 disclosed that it will not be in
a position to file its audited annual financial statements,
management's discussion and analysis and related certifications
for the fiscal year ended December 31, 2012 on or before April 30,
2013, as required, as a result in large part due a late
determination in consultation with its auditor that consequent to
the issuance by Finore Mining Inc. of common shares to the Issuer
during the financial year ended December 31, 2012 and as at
February 28, 2013, accounting policies require the Issuer to
consolidate the financial position and results of Finore due to
the Issuer's position of control in Finore.  Nortec advises that
this issue was brought to its attention by Nortec's auditor in
mid-April, 2013, and Nortec has since been reviewing and
discussing the issue with its auditor.  Nortec advises that this
consolidation requirement has created a significant amount of
additional work to be performed by it to complete the Statements
and Nortec has had to coordinate with Finore to gather the
requisite financial information related to Finore for the
Statements.

Accordingly, the Issuer has requested the issuance of a management
cease trade order under the provisions of National Policy 12-203
Cease Trade Orders for Continuous Disclosure Defaults ("NP 12-
203") so as to permit the continued trading in the Issuer's Common
Shares by persons other than insiders and employees of the Issuer.
The Issuer is working closely with its auditor, and the Issuer
expects to be able to have the audit of the Statements completed,
and the Statements filed, by May 13, 2013.

The Issuer confirms that it intends to satisfy the provisions of
section 4.4 of NP 12-203 and issue bi-weekly default status
reports for so long as the Issuer remains in default of the
financial statement filing requirement, containing any material
changes to the information in this release; all actions taken by
the Issuer to remedy the default; particulars of any failure by
the Issuer to fulfill these provisions; any subsequent defaults of
the Issuer requiring a default announcement; and any other
material information concerning the affairs of the Issuer not
previously disclosed.  The Issuer is not subject to any insolvency
proceedings nor is there in other material information concerning
the affairs of the Issuer that has not been generally disclosed.

                    About Nortec Minerals Corp.

Nortec -- http://www.nortecminerals.com-- is a mineral
exploration and development company based in Vancouver, British
Columbia.  The Company has a 100% interest in the Tammela Gold &
Lithium Project in South-West Finland; an option to earn from
Akkerman Exploration B.V., a 100% interest in the Seinajoki Gold
Property and Kaatiala Beryllium-Rare Earth Property in Western
Finland.


NUANCE COMMS: Moody's Reviews Ba2 CFR for Possible Downgrade
------------------------------------------------------------
Moody's Investors Service placed Nuance Communications, Inc.'s
ratings including its Ba2 corporate family rating under review for
possible downgrade. The review was prompted by the company's
recently announced share $500 million share buyback program
combined with below expectation performance in each operating
segment in their quarter ended March 31, 2013.

Rating Rationale:

The review will focus on the outlook for bookings, revenues,
profitability and free cash flow for the company as well as the
impact and timing of a shift in capital allocation strategies.
Potential downward action is likely limited to one notch. The
review is expected to be concluded over the next month.

The current ratings contemplated organic growth as well as near to
medium term deleveraging to 3.5x. The ratings also contemplated
Nuance's strong cash balances and cash generating capabilities
would be used to build the company primarily through strategic
acquisitions not to buy back shares. The high cash levels were
viewed as an offset to the high debt load (approximately $2.5
billion on a Moody's adjusted basis) and high leverage (pro forma
debt to EBITDA of 4.5x -- 5.25x). The recent performance and
revised guidance for fiscal 2013 also diminish the prospects of
growing into its capital structure over the near term. While some
of the decline in performance was likely due to the shift to a
subscription model from a license model (which has a negative
impact on GAAP revenue recognition), the challenges appear to be
driven by business segment specific factors including pricing
competition in the mobile segment.

Issuer: Nuance Communications, Inc.

On Review for Downgrade:

Probability of Default Rating, Placed on Review for Downgrade,
currently Ba2-PD

Corporate Family Rating, Placed on Review for Downgrade, currently
Ba2

$75M Senior Secured Bank Credit Facility, Placed on Review for
Downgrade, currently Baa2

$488M Senior Secured Bank Credit Facility, Placed on Review for
Downgrade, currently Baa2

$1050M 5.375% Senior Unsecured Regular Bond/Debenture, Placed on
Review for Downgrade, currently Ba3

Outlook Actions:

Outlook, Changed To Rating Under Review From Stable

The principal methodology used in this rating was Global Software
Industry published in October 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Nuance Communications, Inc., headquartered in Burlington, MA, is a
leading provider of speech, text and imaging solutions for
business and consumers. The company had revenues of $1.6 billion
for the twelve months ended June 30, 2012.


NV ENERGY: Fitch Raises LT Issuer Default Rating to 'BB+'
---------------------------------------------------------
Fitch Ratings has upgraded NV Energy, Inc.'s (NVE) Long-term
Issuer Default Rating (IDR) to 'BB+' from 'BB'. Fitch has also
upgraded the Long-term IDRs of NVE's utility operating
subsidiaries Nevada Power Company d/b/a/ NV Energy (NPC) and
Sierra Pacific Power Company d/b/a/ NV Energy (SPPC) to 'BBB-'
from 'BB+'. Fitch has also assigned a short-term IDR of 'F3' to
NPC and SPPC. Finally, Fitch has upgraded to 'BBB' and withdrawn
NPC's senior unsecured debt rating. A full list of rating actions
follows at the end of this release. The Rating Outlook for NVE,
NPC and SPPC is revised to Stable from Positive. Approximately $5
billion of debt is affected by the rating actions.

KEY RATING DRIVERS

-- Improving financial profile due to significant debt reduction,
    higher earnings and lower interest expense;

-- Relatively low 2013 - 2015 cap-ex requirements following
    completion of a major generation build cycle;

-- A balanced regulatory environment in Nevada;

-- Relatively high debt leverage notwithstanding significant
    reductions in recent years;

-- Continued, albeit sluggish, economic recovery in Nevada

Upgrade and Stable Outlook

The ratings and Stable Rating Outlooks reflect improved
consolidated credit metrics due to historic and anticipated debt
reduction, a balanced regulatory environment in Nevada and slowly
improving regional economic conditions. The ratings consider NVE
management's ongoing efforts to continue to work effectively with
regulators to reduce regulatory lag and improve credit quality and
earned returns. The Public Utility Commission of Nevada (PUCN) has
approved several rate riders designed to recover certain variable
costs outside of base rate proceedings and general rate case
decisions in recent years have been supportive of credit quality,
in Fitch's opinion.

Improved Financial Profile

In 2012, NVE's credit metrics improved meaningfully, primarily
reflecting the $159 million rate increase authorized by the PUCN
in NPC's last general rate case (GRC) effective Jan. 1, 2012.
EBITDA-to-interest and debt-to-EBITDA of 3.8x and 4.4x,
respectively, in 2012 are consistent with today's ratings upgrade.
Fitch projects that NVE's EBITDA coverage and debt ratios will
improve to 4x or better during 2013 - 2015. Similarly, 2012 FFO
coverage and leverage ratios of 3.9x and 17.4% are expected to
strengthen modestly to 4.1x and 19% during 2013 - 2015, supporting
today's rating actions and Stable Rating Outlook.

Capex and FCF

NVE's capex peaked in 2008 due to a multi-year effort to
build/acquire generating capacity to lessen NVE's reliance on
purchase power. With this period of elevated capital investment
behind the company, projected capex during 2013 - 2015 is expected
to average less than $500 million per annum. On a cumulative
basis, NVE is expected to spend less during 2013 - 2015 than its
peak 2008 investment tally of $1.6 billion. Fitch expects the
decline in growth-related capital expenditures combined with a
sharp increase operating earnings to result in significant excess
cash generation during 2013 - 2015. Based on current assumptions,
Fitch expects further debt reduction through 2015.

Management Strategy

Growth capital at NVE is expected to be limited, in Fitch's
opinion, to completion of its smart grid investment, ON Line and
other, relatively small transmission projects. Management intends
to utilize internal cash to reduce debt while returning capital to
shareholders through increased dividends, targeting a 60% - 65%
payout ratio. Based on its current annual payout of $0.76 per
share and the $1.30 per share mid-point of management's current
earnings per share guidance, NVE's payout ratio is 59%.

NPC 2011 GRC
NVE earnings, cash flow and coverage ratios benefit from the $159
million (7%) rate increase approved by the PUCN in NPC's 2011 GRC.
NPC filed the GRC in June 2011 and the PUCN issued its final
decision December 2011. The rate increase represents more than 60%
of NVE's requested $250 million rate hike and was effective
January 1, 2012. The PUCN rate increase was based on a 10.0%
authorized return on equity (ROE), 50-basis points below the ROE
adopted in NVE's previous GRC.

Regulatory/Political Environment

While the 50-basis point decrease in authorized ROE in its 2011
GRC is a concern, the overall rate increase in the commission's
final decision was, in Fitch's view, supportive of NVE/NPC credit
quality. Fitch expects the regulatory compact in Nevada to
continue to be supportive of NPC and its operating utilities
current credit quality. Fitch expects NVE's need for large base
rate increases to diminish in light of our expectations for
meaningfully lower 2013 - 2015 capital expenditures.

Under Nevada regulation, utilities file triennial GRCs and final
decisions are required seven months following filing dates.
Utilities are able to update GRC filings for known and measurable
items. Other credit supportive aspects of Nevada regulation
include pre-approval of planned capex and PUCN authorized deferred
accounting and pass-through mechanisms for timely recovery of fuel
and purchase power and demand side management expenses as well as
lost sales due to energy efficiency programs.

SPPC submitted Notices of Intent (NOI) April 3, 2013 with the PUCN
to file electric and gas rate adjustments by June 3, 2013 for
rates to be effective January 1, 2014. Under Nevada state law,
utilities are required to provide 60 day notice prior to filing a
GRC.

Nevada Economic Conditions

Fitch's projections consider the relatively sluggish recovery
underway in Nevada. The state was hit particularly hard by the
collapse of the housing market and broader recession that began in
2007. The high unemployment rate and general economic malaise in
Nevada have constrained power demand and financial improvement at
NVE and its utilities, in Fitch's opinion. Retail kilowatt-hour
sales turned positive in 2012 for NPC/SPPC and continued modest
growth is projected during 2013 - 2015 at rates well-below those
experienced prior to the great recession.

One Company Merger Initiative:

NPC plans to merge NPC and SPPC following completion of the ON
Line transmission project (ON Line). The 235 mile 500 kv
transmission project will connect NV's southern service territory
(NPC) with its northern service territory (SPPC) enabling more
efficient joint dispatch and providing access to California
markets. NVE will have a 25% ownership interest in the project,
which is expected to be completed by December 31, 2013. Management
has indicated that it plans to file its merger application with
regulators six months prior to completion of ON Line. Regulatory
approval is required from the PUCN and FERC to complete the
anticipated merger. In Fitch's view, the merger of NPC and SPPC is
not likely to have an impact on NVE, NPC or SPPC's credit ratings.

Adequate Liquidity

Fitch considers NVE's liquidity position to be adequate. NPC and
SPPC have sufficient availability under their respective $500
million and $250 million revolving credit facilities. These five-
year facilities mature March 2017. Availability under the
facilities is reduced by negative mark-to-market exposure of
hedging obligations of up to $250 million for NPC and $125 million
for SPPC.

Under the direction of the PUCN, neither utility has entered into
fixed-price natural gas hedges since 2009. At year-end 2012,
neither utility had any negative mark-to-market exposure for
hedging transactions. The facilities contain one financial
maintenance covenant requiring both NPC and SPPC's debt-to-capital
ratio not to exceed 68%.

Ample availability under the credit facilities and a historical
track record of accessibility to the capital markets, combined
with moderate capex needs, should facilitate sufficient financial
flexibility to NVE and its utility subsidiaries, in Fitch's
opinion.

RATING SENSITIVITIES

An adverse change to the regulatory compact in Nevada could
trigger future negative rating actions.

Greater than anticipated debt reduction and/or a faster-than-
expected economic recovery in Nevada could result in positive
rating actions.

Fitch has taken the following rating actions:

NVE

-- Long-term IDR upgraded to 'BB+' from 'BB';
-- Senior unsecured debt upgraded to 'BB+' from 'BB'.

NPC

-- Long-term IDR upgraded to 'BBB-' from 'BB+';
-- Senior secured debt upgraded to 'BBB+' from 'BBB';
-- Senior unsecured debt upgraded to 'BBB' from 'BB+' and
    withdrawn
-- Short-term IDR rated 'F3'.

SPPC

-- Long-term IDR upgraded to 'BBB-' from 'BB+';
-- Senior secured debt upgraded to 'BBB+' from 'BBB'
-- Short-term IDR rated 'F3'.

The Rating Outlook is revised to Stable from Positive.


O&G LEASING: Court Confirms Plan of Reorganization
--------------------------------------------------
The U.S Bankruptcy Court for the Southern District of Mississippi
confirmed on April 22, 2013, O&G Leasing, LLC, et al.'s Second
Amended Plan of Reorganization filed Jan. 8, 2013, the Plan
Supplement filed Feb. 5, 2013, and the Immaterial Modifications to
the Second Amended Plan filed April 11, 2013.

Class 4 (2009 Subordinate Debenture Claims) voted by the requisite
majority in number under Section 1126(c) to accept the Plan but
did not vote by the requisite majority in dollar amount under
Section 1126(d) to accept the Plan.  All other Impaired Classes of
Claims under the Plan entitled to vote - Classes 1, 2, 3, 5, and 6
- have each accepted the Plan pursuant to Section 1126(a) of the
Bankruptcy Code by the requisite majorities required by Section
1126(c) and (d).  The Debtors were therefore required, and the
Plan requested, to proceed with confirmation of the Plan under
Section 1129(b) and its cramdown provisions with respect to
Class 4.

As reported in the TCR on Feb. 27, 2013, the Bankruptcy Court
approved the disclosure statement for the Second Amended Plan of
Reorganization dated Jan. 8, 2013, proposed by O&G Leasing, LLC,
and Performance Drilling Company, LLC.

The Plan provides for payment in full of all allowed claims.
Secured and unsecured claims will be paid from Cash on hand and
revenues generated from operations from and after the Effective
Date.  The interest in O&G will be canceled, and the Holder of
such Interest will not receive a distribution under the Plan.

A copy of the Second Amended Disclosure Statement is available
at http://bankrupt.com/misc/o&gleasing.doc917.pdf

                         About O&G Leasing

Jackson, Mississippi-based O&G Leasing, LLC, was formed in 2006 to
acquire and construct land drilling rigs that it would lease to
its wholy-owned subsidiary, Performance Drilling Company, LLC.
Performance was formed to provide contract drilling services for
tArkLaTex (Arkansas, Louisiana and Eastern Texas) region, as well
as Alabama, Florida, Mississippi and Oklahoma.

The Company filed for Chapter 11 bankruptcy protection on May 21,
2010 (Bankr. S.D. Miss. Case No. 10-01851).  BMC Group, Inc.,
serves as the Debtor's solicitation and voting agent.  The Debtor
estimated $10 million to $50 million in assets and $50 million to
$100 million in debts.

Performance filed a separate petition for Chapter 11 relief
(Bankr. S.D. Miss. Case No. 10-01852) on May 21, 2010.
Performance estimated assets and debts of between $1,000,000 and
$10,000,000 in its petition.

The Debtors retained McCraney, Montagnet, Quin & Noble, PLLC as
their bankruptcy counsel and Young Williams, P.A., as corporate
counsel.  Young Williams was replaced by Bradley Arant Boult
Cummings, LLP, as corporate counsel effective March 8, 2012, but
remained engaged as special counsel on litigation matters.


OAK ROCK: Banks Cry Fraud, Seek Ch. 7 for Specialty Lender
----------------------------------------------------------
Alleged creditors of Oak Rock Financial, Llc filed a Chapter 7
involuntary petition for Oak Rock on April 29, 2013 (Bankr.
E.D.N.Y. Case No. 13-72251).

The petitioning creditors are Israel Discount Bank of New York,
Bank Leumi USA, and Bank Hapoalim B.M.

Lance Duroni of BankruptcyLaw360 reported that three banks, owed
nearly $63 million, moved Monday to force Oak Rock into Chapter 7
liquidation, claiming the specialty asset-based lending firm has
committed a "massive fraud" against its secured lenders.

According to the report, in the span of two weeks, the Bohemia,
N.Y.-based firm's founder and manager John P. Murphy has resigned
and disappeared, while his replacement revealed the alleged fraud
to the lenders but pointed the finger at Murphy, IDBNY said in
court papers filed in New York.


ON ASSIGNMENT: Moody's Rates Proposed $500MM Debt Facility 'Ba2'
----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
On Assignment, Inc. to Ba2 from Ba3 and assigned a Ba2 rating to a
proposed $500 million senior secured credit facility which will be
used to refinance the existing credit facility.

Moody's concurrently raised On Assignment's Probability of Default
Rating to Ba3-PD from B1-PD and affirmed the SGL-2 Speculative
Grade Liquidity Rating. The ratings outlook is stable.

Ratings upgraded:

Corporate Family Rating, to Ba2 from Ba3

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

Ratings assigned (and Loss Given Default assessments):

Proposed $125 million first lien revolver due 2018, Ba2 (LGD3,
33%)

Proposed $100 million first lien term loan A due 2018, Ba2 (LGD3,
33%)

Proposed $275 million first lien term loan B due 2020, Ba2 (LGD3,
33%)

Rating affirmed:

Speculative Grade Liquidity Rating, SGL-2

These ratings are subject to Moody's review of final
documentation. The ratings on the existing senior secured debt
instruments will be withdrawn upon closing.

Rating Rationale:

The CFR upgrade to Ba2 reflects significant deleveraging from both
debt reduction and revenue growth, exceeding expectations. Since
the Apex acquisition, On Assignment has reduced debt by roughly
$100 million and Moody's expects debt / EBITDA to remain below 3x.

The Ba2 CFR reflects On Assignment's market position as one of the
larger players in the attractive IT staffing market. This niche
industry continues to benefit from strong secular demand trends
supported by ongoing technology change and a supply / demand
imbalance for professionals possessing particular skill sets. On
Assignment appears to be taking market share as revenues are
growing at a faster pace than industry averages. Moody's expects
consolidated revenues to grow by double-digits over the next 12-18
months, driven in particular by rising volumes from the healthcare
end market. Because of its focus on professional staffing niches
with high bill rates, On Assignment realizes higher profitability
margins than its rated peers within the competitive staffing
industry. Cash flow generation is expected to remain strong, in
spite of working capital needs to support growth.

Like its competitors, On Assignment is vulnerable to shifts in
macroeconomic trends such as rising unemployment or a pullback in
spending on capital projects. However, the Apex segment performed
relatively well in the last recession and may help soften the
impact of the next down cycle on the consolidated company's
results. The ratings are also constrained by On Assignment's size
and geographic concentration in the US.

The stable outlook anticipates On Assignment will maintain market
share and grow revenues in line with industry averages over the
next 12-18 months, while maintaining stable profitability margins
and a good liquidity profile. The ratings could be upgraded if On
Assignment expands its revenue base, increases liquidity and
reduces debt such that debt / EBITDA and free cash flow / debt
could be sustained below 2.5 times and above 15%, respectively, in
a downturn. The ratings could be downgraded if revenue or cash
flow decline significantly, or if On Assignment uses debt for
acquisitions or shareholder returns that results in pro forma debt
/ EBITDA sustained above 3.5 times or free cash flow / debt
falling below 8%.

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

California-based On Assignment is a leading professional staffing
firm specializing in the technology, healthcare, and life sciences
sectors. Revenues are expected to exceed $1.6 billion in 2013.


OPM HOLDINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: OPM Holdings, LLC
        1400 Clove Road
        Staten Island, NY 10301

Bankruptcy Case No.: 13-42536

Chapter 11 Petition Date: April 29, 2013

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Nancy Hershey Lord

Debtor's Counsel: Bruce Weiner, Esq.
                  ROSENBERG MUSSO & WEINER, LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: (718) 625-1966
                  E-mail: rmwlaw@att.net

Scheduled Assets: $2,500,900

Scheduled Liabilities: $2,975,000

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

The petition was signed by Mark D'Andrea, managing member.


PATRIOT COAL: Warns of Liquidation Without Major Cuts to Labor
--------------------------------------------------------------
Tim Bross and Nick Brown, writing for Reuters, reported that
Patriot Coal Corp on Monday told a judge it would liquidate if not
allowed to make drastic cuts to employee pension and healthcare
benefits, as coal miners protested on the first day of a
week-long court hearing.

According to the Reuters report, Patriot, which filed for
bankruptcy in July, told the U.S. Bankruptcy Court in St. Louis it
planned to cut $150 million in annual labor costs by ceasing
pension contributions and converting healthcare to an outside
fund.

The United Mine Workers of America (UMWA) has condemned the
proposals as "nowhere near" fair, but a Patriot lawyer said it
is a matter of survival, the Reuters report related.

"If denied, we are headed for a catastrophic end," Patriot
attorney Elliot Moskowitz told Reuters.  "We will liquidate."

Reuters related that in rallies staged by the UMWA outside the
courthouse, 16 protesters were arrested. The union boasted that
the rallies drew 6,000 attendees, though the St. Louis
Metropolitan Police Department reported 2,000.

Reuters further related that under bankruptcy law, if companies
cannot negotiate compromises with unions, they can seek court
permission to impose cuts unilaterally. But the companies must
show that the cuts are crucial to survival, and that a good-faith
effort has been made to achieve them cooperatively.

Patriot has offered to cease pension contributions and convert
healthcare to a voluntary employees' beneficiary association, or
VEBA, funded by $15 million in up-front cash and $300 million in
profit-sharing contributions, the report said.  The union would
receive a 35 percent equity stake in post-bankruptcy Patriot,
which it could sell to help fund the VEBA.

Benefits for about 13,000 retired workers and their dependents are
at stake, the report added.

                          Peabody Probe

Meanwhile, Jacqueline Palank at Daily Bankruptcy Review reports
that Patriot Coal and its unsecured creditors are looking to widen
an investigation into whether the mining company's 2007 spinoff
from Peabody Energy Corp. was a fraudulent deal that can be
challenged in court.

                       About Patriot Coal

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

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

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

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

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


PGA FLYOVER: Accused Of Filing Ch. 11 to Ditch $45MM Judgment
-------------------------------------------------------------
Carolina Bolado of BankruptcyLaw360 reported that BBX Capital
Asset Management LLC has accused a Palm Beach real estate
developer of hiding $64 million offshore and putting his company
into Chapter 11 protection to avoid paying a $45 million judgment
the lender won in a state court proceeding.

According to the report, in a motion filed Apr. 24, BBX asked a
Florida bankruptcy court to dismiss the Chapter 11 case of PGA
Flyover Corporate Park LLC, arguing the April 17 petition was a
bad-faith filing by the company's owner Daniel Catalfumo.

                    About PGA Flyover Corporate

PGA Flyover Corporate Park LLC filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-18701) in West Palm Beach, Florida on
April 17, 2013.  Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara
& Landau, P.A., in Boca Raton, Florida, serves as counsel to the
Debtor.  The Debtor disclosed $10 million to $50 million in assets
and liabilities.

The Debtor, owner of the mixed use development known as the PGA
Professional and Design Center in Florida, filed a liquidating
plan that would satisfy 100% of its liabilities.

PGA Flyover, an entity managed and owned by Florida developer
Daniel S. Catalfumo, says it has commenced the bankruptcy case to
resolve the wasteful scorched earth litigation tactics engaged in
by BBX Capital Asset Management, LLC, the current owner of a final
judgment of $40.9 million.

The PGA Professional and Design Center is located on the Southeast
quadrant of PGA Boulevard and RCA Boulevard in Palm Beach Gardens,
an attractive location with strong development potential.

An initial Chapter 11 status conference is slated for May 6, 2013
at 1:30 p.m.


PINNACLE AIRLINES: Wins Court Approval of BNY, MSCAA Agreement
--------------------------------------------------------------
U.S. Bankruptcy Judge Robert Gerber approved the agreement, which
calls for the rejection of Pinnacle Airlines Corp.'s contracts
with The Bank of New York Mellon Trust Co., N.A. and the Memphis-
Shelby County Airport Authority.

The contracts include the airline's lease agreement with MSCAA,
and a guaranty agreement with the bank.

Under the deal, Bank of New York agreed to cut its claim to
$348,193 from $1,510,934, and will be granted an administrative
claim of $297,983 against Pinnacle.  Meanwhile, MSCAA will receive
payment of $40,212 on account of its claim against the airline.

A full-text copy of the agreement is available without charge at
http://is.gd/jIB1in

                       About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million, and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.


PRWIRELESS INC: S&P Retains 'CCC' Rating on Secured Loans
---------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
PRWireless Inc.'s secured credit facilities to '4', indicating
S&P's expectation for average (30% to 50%) recovery of principal
in the event of a default, from '3' (50% to 70% recovery
expectation).  S&P's 'CCC' issue-level rating on the credit
facilities and its 'CCC' corporate credit rating remain unchanged.

The recovery rating revision reflects the downward revision of
S&P's estimate of PRWireless Inc.'s enterprise value at emergence
from a theoretical bankruptcy.

RATINGS LIST

PRWireless Inc.
Corporate Credit Rating          CCC/Developing/--

Recovery Ratings Revised; Issue-Level Ratings Unchanged

                                  To               From
PRWireless Inc.
Secured Credit Facilities        CCC              CCC
   Recovery Rating                4                3


READER'S DIGEST: Can Start Collecting Votes for Ch. 11 Plan
-----------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Reader's Digest
Association Inc.'s publisher on Tuesday received a New York
bankruptcy judge's approval of its disclosure statement, allowing
the company to begin soliciting creditor votes for its Chapter 11
exit plan.

According to the report, the plan calls for RDA Holdings Co.,
which entered bankruptcy in February for the second time, to be
turned over to bondholders' control upon its emergence from the
Chapter 11 proceedings.  The plan calls for the conversion of $231
million in senior noteholder claims to new equity and another
$244.9 million to general unsecured creditors, the report added.

                       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.


RESHMA LLC: Case Summary & 6 Unsecured Creditors
------------------------------------------------
Debtor: Reshma, LLC
        1050 Tidewater Drive
        Norfolk, VA 23504

Bankruptcy Case No.: 13-71612

Chapter 11 Petition Date: April 29, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Judge: Frank J. Santoro

Debtor's Counsel: John D. McIntyre, Esq.
                  WILSON & MCINTYRE, PLLC
                  500 East Main Street, Suite 920
                  Norfolk, VA 23510
                  Tel: (757) 961-3900
                  E-mail: jmcintyre@wmlawgroup.com

Scheduled Assets: $1,113,800

Scheduled Liabilities: $939,951

A copy of the Company's list of its six largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/vaeb13-71612.pdf

The petition was signed by Vijay Patel, manager.


RESIDENTIAL CAPITAL: Court-Appointed Mediator Process Ongoing
-------------------------------------------------------------
Ally Financial Inc. on May 1 disclosed that Residential Capital
LLC's court-appointed mediator process overseen by the Honorable
James Peck is ongoing and Ally continues to participate.
Additionally, ResCap's bankruptcy court has targeted an
examination completion date of May 13, 2013.

The disclosure was made in Ally Financial's earnings release for
the first quarter ended March 31, 2013, a copy of which is
available for free at http://is.gd/drj5qb

                    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: US Bank Wants Discovery on GreenPoint Deals
----------------------------------------------------------------
U.S. Bank National Association, as indenture trustee, asks the
Bankruptcy Court to modify the limitation it placed on discovery
against Debtor GMAC Mortgage Corporation to permit the bank to
seek transaction documents and email communications, relating to
the Debtor's participation in the purchase of 30,000 residential
mortgage loans from GreenPoint Mortgage Funding, Inc., in
September 2005 and July 2006.

The discovery is sought in connection with the lawsuit captioned
U.S. Bank National Association v. GreenPoint Mortgage Funding,
Inc., a case pending before the New York State Supreme Court, New
York County, in which the Indenture Trustee seeks remedies
including the repurchase price of all of the loans, totaling $1.83
billion, from GreenPoint.  The GreenPoint Action is not subject to
any bankruptcy stay and party depositions may begin in May.

The Indenture Trustee relates that it has duly served a subpoena
on the Debtor in January 2013 but the Debtor has failed to produce
any documents, citing an order by the Bankruptcy Court.  According
to the Indenture Trustee, the documents sought from the Debtor --
a limited set of transaction documents, emails and correspondence
relating to one specific securitization at issue in the GreenPoint
Action -- likely cannot be obtained from any other party.

A hearing on US Bank's motion will be held on May 14, 2013, at
10:00 a.m. (ET).  Objections are due May 7.

                   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: Wins Approval for E&Y as Tax Advisor
---------------------------------------------------------
Residential Capital LLC and its affiliates sought and obtained the
Court's authority to employ Ernst & Young LLP as their tax
advisor, nunc pro tunc to Oct. 1, 2012.

Historically, the Debtors have received their tax support from
Ally Financial, Inc.; however, in order to avoid a conflict of
interest, either real or implied, the Debtors determined it was
appropriate to seek independent advisors.  At the request of the
Debtors, EY LLP has been providing services to the Debtors since
October 1, 2012.  Initially, EY LLP provided advice related to the
Debtors' options concerning its tax sharing agreement with its
parent as well as the tax implications, if any, related to the
closing of the Debtors' asset sales.  Those services, the Debtors
state, were important in ensuring their assets, including
potentially available tax attributes, are preserved for the
highest value to the estates, adverse tax consequences related to
the structuring of the Section 363 asset sales or other
contemplated transactions are minimized, and claims from various
taxing authorities are examined and resolved as judiciously as
possible at the lowest possible cost to the Debtors' estates.
More recently, EY LLP is, and will continue, assisting the Debtors
in their analysis and resolutions of non-real estate tax claims
filed against the Debtors by both state and federal departments.

E&Y will be tasked to:

   (i) Advise Residential Capital, LLC in developing an
       understanding of the tax implications of its bankruptcy
       restructuring alternatives and post-bankruptcy operations,
       including research and analysis of the applicable Internal
       Revenue Code, Treasury regulations, case law and other
       relevant US federal, state, and non-US tax authorities, as
       applicable;

  (ii) Understand reorganization and/or restructuring
       alternatives Residential Capital, LLC is evaluating with
       its existing bondholders and other creditors that may
       result in a change in the equity, capitalization and/or
       ownership of the shares of Residential Capital, LLC or its
       assets;

(iii) Advise with respect to the calculations related to
       historical changes in ownership of Residential Capital,
       LLC's equity, including a review of whether the shifts in
       equity ownership may have caused an ownership change that
       will restrict the use of tax attributes and the amount of
       any limitation;

  (iv) Advise with respect to the determination of the amount
       of Residential Capital, LLC's tax attributes, Section 382
       limitation, discharge of indebtedness income, attribute
       reduction and net unrealized built-in loss and an estimate
       of the built-in loss to be recognized during the
       five-year, post-ownership change recognition period based
       on Notice 2003-65. EY LLP will confirm whether Section
       382(1)(5) may be applied to the plan of reorganization
       and, if so, review modeling to determine whether it is
       more advantageous to apply Section 382(1)(5) or elect
       Section 382(1)(6);

   (v) Advise with respect to the analysis related to
       availability, limitations and preservation of tax
       attributes such as net operating losses, tax credits,
       stock and asset basis as a result of the application of
       the federal and state cancellation of indebtedness
       provisions, including the review of calculations to
       determine the amount of tax attributes reduction related
       to debt cancellation income.  EY LLP will also assist with
       the analysis with respect to the benefits or detriments of
       making other related elections, such as the election under
       Section 108(b)(5);

  (vi) Advise with respect to tax analysis associated with
       planned or contemplated acquisitions and divestitures,
       including tax return disclosure and presentation;

(vii) Advise with respect to tax analysis and research related
       to tax-efficient domestic restructurings, including review
       of stock basis computations, non-income tax consequences,
       and verifying tax basis of assets and tax basis of
       subsidiary balance sheets for purposes of evaluating
       transactions;

(viii) Advise with respect to the analysis of historical
       returns, tax positions and Residential Capital, LLC
       records for the application of relevant consolidated tax
       return rules to the current transaction, including but not
       limited to, deferred inter-company transactions, excess
       loss accounts and other consolidated return issues for
       each legal entity in Residential Capital, LLC's US tax
       group;

  (ix) Advise with respect to the federal, state and local tax
       treatment governing the timing and deductibility of
       expenses incurred before and during the bankruptcy period,
       including but not limited to, bankruptcy costs, severance
       costs, interest and financing costs, legal and
       professional fees, and other costs incurred as Residential
       Capital, LLC rationalizes its operations;

   (x) Advise with respect to the federal, state and local
       country tax consequences of internal restructurings and
       rationalization of intercompany accounts;

  (xi) Advising with respect to the federal, state and local tax
       consequences of potential material bad debt and worthless
       stock deductions, including tax return disclosure and
       presentation;

(xii) Assist with the documentation of, as appropriate or
       necessary, the tax analysis, opinions, recommendations,
       conclusions and correspondence for any proposed
       restructuring alternative, bankruptcy tax issue, or other
       tax matter, and;

(xiii) Advise with respect to bankruptcy related federal, state
       and local tax matters including research to determine tax
       lien and/or officer/director liability exposures related
       to non-payment or non-timely payment of prepetition taxes
       as identified by Residential Capital, LLC or counsel,
       advising with respect to taxing jurisdiction
       correspondence and postpetition return disclosure
       considerations for Residential Capital, LLC's review and
       finalization with counsel, and overview of related tax
       considerations to be considered by Residential Capital,
       LLC and counsel in the development of bankruptcy workplan,
       tax department procedures related to bankruptcy tax
       issues, and analysis of tax claims.

E&Y professionals will be paid at the following hourly rates:

   National tax/
   transactions services partner/principal    $850

   Partner/ principal/executive director      $750

   Senior manager                             $650

   Manager                                    $575

   Senior                                     $450

   Staff                                      $225

E&Y will be reimbursed for any necessary out-of-pocket expenses.

Howard Tucker, a partner of EY LLP, assures the Court that his
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

                   About 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: Examiner Taps Leonard Street as Counsel
------------------------------------------------------------
Arthur J. Gonzalez, the court-appointed Chapter 11 examiner in
Residential Capital LLC's Chapter 11 cases, seeks the Bankruptcy
Court's authority to retain Leonard, Street and Deinard
Professional Association as special Minnesota counsel, to assist
and advise the Examiner with respect to matters of Minnesota law
that may be relevant to the Examiner's investigation, including
issues arising under the Uniform Fraudulent Transfer Act as
enacted in Minnesota.  The Examiner says he has determined that
certain transactions he is investigating may be governed by the
Minnesota UFTA.

Leonard Street has agreed that the total legal fees, exclusive of
costs and expenses, that it will charge for the engagement will
not exceed $100,000.

Robert T. Kugler, Esq. -- robert.kugler@leornard.com -- a
shareholder in the firm of Leonard, Street and Deinard
Professional Association, in Minneapolis, assures the Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Examiner's.

Mr. Kugler also discloses that his firm formerly served as local
counsel for Allstate, Allstate Bank, Allstate Life Insurance
Company, Allstate Life Insurance Company of New York, Allstate New
Jersey Insurance Company, Allstate Retirement Plan, American
Heritage Life Insurance Company, First Colonial Insurance Company,
and Kennett Capital Inc. in a matter adverse to Residential
Capital, LLC, and certain debtor affiliates.

In the Lawsuit, the AllState Plaintiffs alleges that the ResCap
Defendants engaged in the fraudulent sale of residential mortgage-
backed securities, and that the Defendants made misrepresentations
and omissions regarding the riskiness and credit quality of those
securities in registration statements, prospectuses, prospectus
supplements, preliminary term sheets, final term sheets, and other
written materials.  The Firm's engagement in connection with the
Lawsuit ended on June 15, 2012, and the Firm does not currently
represent Allstate or any of its affiliates in connection with the
Lawsuit, these Chapter 11 cases, or in any other matter.

                   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: Bondholders Want to File Chapter 11 Plan
-------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a group of
junior secured bondholders on Monday said it is ready to put
together a reorganization plan for Residential Capital LLC, urging
a New York bankruptcy judge to deny the fallen mortgage servicer's
request for more time to file a plan before others can be offered.

According to the report, the ad hoc group, one of the few creditor
groups with allowed claims against ResCap's holding company and
two major operating entities, attacked ResCap's bid for an
extension to July 10 to file a 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).


RG STEEL: Wins Court Approval of Agreement With AMG Resources
-------------------------------------------------------------
U.S. Bankruptcy Judge Kevin Carey approved the agreement which
allows AMG Resources Corp. to satisfy accounts receivable due to
RG Steel Sparrows Point LLC and RG Steel Warren LLC in the amount
of $421,000.  The agreement is available without charge at
http://is.gd/uuOhxg

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


ROBSON CORPORATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Robson Corporation
        2231 Whitfield Park Loop
        Sarasota, FL 34243

Bankruptcy Case No.: 13-05563

Chapter 11 Petition Date: April 29, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: R. John Cole, II, Esq.
                  R. JOHN COLE, II, P.A.
                  46 N Washington Boulevard, Suite 24
                  Sarasota, FL 34236
                  Tel: (941) 365-4055
                  Fax: (941) 365-4219
                  E-mail: rjc@rjcolelaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flmb13-05563.pdf

The petition was signed by Gary Dinsdale, president.


ROSELAND VILLAGE: Plan Confirmation Hearing Moved to May 16 & 17
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia has
approved the disclosure statement explaining Roseland Village,
LLC, and G.B.S. Holding, Ltd.'s plan of reorganization and
scheduled May 16 and 17, 2013, as the hearing to consider
confirmation of the Plan.

The Debtors' Second Modified Plan contemplates the modification of
existing proffers that are required by the Roseland Village
approved zoning.  After the final approval of the rezoning, the
Debtors will market the entire assemblage or each parcel in order
to obtain the highest and best price that the market will bear.
If the Debtors cannot procure an offer that is acceptable to the
secured creditor that has a lien on a parcel during the marketing
phase, then the Debtors will convey to that creditor title to its
collateral.

A full-text copy of the Debtors' Second Amended Plan dated
March 6, 2013, is available for free at:

         http://bankrupt.com/misc/ROSELANDds0306.pdf

Miller and Smith Advisory Group, LLC, a creditor, has filed a
competing plan of reorganization that proposes to develop Roseland
Village as a single planned community to be funded using a
combination of third-party debt financing and equity financing.

Under the Miller Smith Plan, holders of secured claims has three
options:

   * Secured Claimant Option A: The secured creditor will be paid
     within 30 days of the Project Commencement Date an amount
     equal to 40% of its Allowed Secured Claim.

   * Secured Claimant Option B: Twenty-five percent of its Allowed
     Secured Claim will be waived on the Project Commencement Date
     and will receive no Distributions; (b) the remaining 75% of
     its Allowed Secured Claim will be paid as follows: (i) 25% of
     the Residual Secured Claim will be paid within 30 days of the
     Project Commencement Date; (ii) 75% of the Residual Secured
     Claim will be paid quarterly.

   * Secured Claimant Option C: One hundred percent of its Allowed
     Secured Claim will be paid quarterly, on a Pro Rata basis
     with all other holders of Allowed Secured Claims from funds
     deposited into the Final Development Fund.

Holders of Allowed Unsecured Claims will elect one of the
following two options:

   * Unsecured Claimant Option A: The unsecured creditor will
     receive an amount equal to 25% of the claimant's Allowed
     Unsecured Claim, without interest, within 30 days of the
     Project Commencement Date.

   * Unsecured Claimant Option B: The unsecured creditor will
     receive quarterly Pro Rata Distributions from the Final
     Development Fund after the payment in full, with interest.

After the payment in full of all Allowed Administrative Expense
Claims, all Allowed Secured and Unsecured Claims, Insider
Unsecured Claims will receive pro rata distributions, not to
exceed 100% of the Allowed Claims, with interest at the applicable
rate.  Holders of Allowed Equity Interests will retain their
Interests, but will receive no distributions under the Plan.

A full-text copy of Miller Smith's Disclosure Statement dated
April 17, 2013, is available for free at:

          http://bankrupt.com/misc/ROSELANDds0417.pdf

                        About GBS Holding

Based in Midlothian, Virginia, G.B.S. Holding, Ltd., filed for
Chapter 11 (Bankr. E.D. Va. Case No. 11-33708) on June 3, 2011.
Chief Judge Douglas O. Tice Jr. presides over the case.
DurretteCrump PLC serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $42,950,000 in assets and $38,208,142 in
liabilities as of the Chapter 11 filing.  The petition was signed
by George B. Sowers, Jr., president, who serves as the  Debtor's
designee pursuant to a court order.

Affiliate Roseland Village, LLC, filed for Chapter 11 (Bankr. E.D.
Va. Case No. 11-30223) on Jan. 13, 2011. G.B.S. Holding, Ltd.,
owns 50% of Roseland Village, LLC.  DurretteCrump also represents
Roseland Village.

Roseland Village and GBS jointly own 1,288+/- acres adjoining each
other that are jointly part of a larger assemblage of land, known
as Roseland, which has been given approval from Chesterfield
County as a Master Planned Development consisting of more than 1.5
million square feet of commercial space and more than 5,600
housing units.  Roseland consists of 29 separate parcels that were
acquired over a nine-year period.  The property is located south
of Route 288 at its intersection with Woolridge Road.  Development
of the assembled parcel will take place in some cases without
regard to the property lines of the original 29 parcels that
comprise the land titled to GBS and Roseland Village.


SAFWAY GROUP: Moody's Rates Proposed $540MM Second Lien Notes B3
----------------------------------------------------------------
Moody's Investors Service re-established coverage and assigned a
B3 Corporate Family Rating and B3-PD Probability of Default Rating
to Safway Group Holding LLC, a provider of scaffolding and other
services to a myriad of industries including commercial
construction, refining, chemical and power end markets.

Moody's also assigned a B3 rating to the company's proposed $540
million second lien notes. Proceeds from the notes will be used to
refinance existing debt, distribute a dividend to the equity
owners, and pay other related fees and expenses. Odyssey
Investment Partners, through its respective affiliates, owns
Safway. The rating outlook is stable.

The following ratings will be affected by this action:

Corporate Family Rating assigned B3;

Probability of Default Rating assigned B3-PD;

Senior Secured Second-Lien Notes due 2018 assigned B3 (LGD4, 52%).

Rating Rationale:

Safway's B3 Corporate Family Rating reflects the company's high
adjusted debt leverage metrics driven by a sizeable debt-financed
dividend. Moody's views the proposed dividend as very sizeable and
aggressive since Safway did not generate any reported GAAP free
cash flow in 2012. According to Moody's projections, adjusted
debt-to-EBITDA will remain elevated at close to 6.0 times for the
next 12 to 18 months (all ratios incorporate Moody's standard
accounting adjustments).

Offsetting Moody's concerns about the company's higher debt burden
are expectations for margin expansion as conditions in the
refining and power sectors, key drivers of Safway's revenues,
improve. Also, Moody's believes that Safway will benefit from its
exposure to the North American commercial construction sector,
which is experiencing a modest rebound. Improving operating
efficiencies and branch consolidation will aid in better margins
as well. Pro forma adjusted interest coverage -- defined as
(EBITDA-CAPEX)-to-interest expense -- for the 12 months ended
December 31, 2012 remains relatively unchanged at approximately
1.2 times despite higher levels of balance sheet debt, as Moody's
anticipates a lower interest rate for the Notes due 2018 relative
to that for Safway's current Notes due 2017. Furthermore, ample
availability under the company's proposed asset-based revolving
credit facility and lack of near-term maturities are key credit
strengths as well.

The stable rating outlook reflects Moody's view that Safway's
credit metrics will improve as it continues to leverage its scale
and market position to compete for industrial maintenance and
turnaround projects and as the North American construction sector
continues to strengthen.

The B3 rating assigned to company's $540 million Second Lien
Senior Secured Notes due 2018, the same rating as the corporate
family rating, reflects its position as structurally subordinated
to the company's revolving credit facility. The Notes are secured
by a second lien upon substantially all of Safway's assets,
putting it in a first-loss position relative to the company's
revolver.

Positive rating actions could ensue if Safway achieves sustainable
operational improvement and demonstrates that it can generate
significant levels of operating earnings and free cash flow.
(EBITDA - CAPEX)-to-interest expense sustained above 2.0 times or
debt-to-EBITDA trending towards 5.25 times (all ratios adjusted
per Moody's standard adjustments) could result in positive rating
actions.

The ratings may be downgraded if the company fails to meet Moody's
expectations for improvement in debt leverage, with adjusted debt-
to-EBITDA sustained above 6.5 times. Adjusted (EBITDA-Capex)-to-
interest expense below 1.0 times could also pressure the ratings.
In addition, if the company pursues further dividends or large
debt-financed acquisitions that do not prove sufficiently
accretive relative to incremental debt, negative rating actions
may be taken. A deteriorating liquidity profile could pressure the
ratings as well.

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

Safway Group Holding LLC is a North American provider of work
access with a growing presence in specialty services. Safway
provides scaffolding and other services for the commercial
construction end market including the maintenance and renovation
of commercial and multi-family buildings. It also provides
scaffolding, insulation, coatings and other services supporting
the refining, chemical and power industries. Odyssey Investment
Partners, through its respective affiliates, owns the company.
Revenues for the 12 months ended December 31, 2012 totaled about
$940 million.


SANTA ROSA BAY: Fitch Affirms & Withdraws 'D' Revenue Bonds Rating
------------------------------------------------------------------
Fitch Ratings affirms and withdraws its 'D' rating on Santa Rosa
Bay Bridge Authority's, FL (the authority) approximately $125
million in outstanding revenue bonds, series 1996. This rating is
withdrawn as it is no longer considered analytically meaningful.

Fitch previously downgraded the bonds to 'D' from 'C' on July 1,
2011 as a result of a debt service payment default. For additional
information, please see Fitch's press releases dated July 1, 2011
and June 21, 2012, available at 'www.fitchratings.com'.

KEY RATING DRIVERS:

Ongoing Events of Default: Stemming from continued poor traffic
and revenue performance, the authority's financial profile is
extremely constrained leading to insufficient cash flow from
operations to meet debt service obligations.

The authority depleted its debt service reserve fund in March
2012. Full scheduled debt service payments from July 1, 2011,
Jan. 1, 2012, July 1, 2012, and Jan. 1, 2013 remain unpaid and it
currently appears gross revenues will be insufficient to pay
scheduled debt service on the bonds for the foreseeable future.

As of Jan. 1, 2013, the trustee, Bank of New York Mellon, declared
the principal of the outstanding bonds ($131.2 million) to be due
and payable immediately. While only $6.12 million was distributed
for principal, the trustee expects to make periodic distributions
of revenues in the future.

SECURITY:

The bonds are secured by the pledge of gross revenues of the
authority. Moneys paid by Florida Department of Transportation
(FDOT) under the lease purchase agreement are not included in the
gross revenues.

CREDIT UPDATE:

The authority's revenue generating asset is the Garcon Point
Bridge, which traverses the Pensacola Bay from Garcon Point on the
mainland to the Gulf Breeze Peninsula to the south. The toll
facility extends from US 98 to the south to I-10 to the north,
covering approximately 12 miles.

Although toll revenues increased by 1.7% in fiscal 2011 (due to
the fourth scheduled toll increase since the first in July 2001),
cash flow from operations were insufficient to cover all debt
service costs and the authority had its first debt service payment
default on July 1, 2011 when the required $5 million principal and
interest payment was not made.

Traffic has been considerably lower than the original plan of
finance, with the authority's initial 1996 forecast projecting
3.79 million transactions in fiscal 2012 (ended June 30) versus
actual performance of 1.29 million, approximately 34% of
originally forecasted levels.

In fiscal 2012, traffic and revenues grew approximately 3% and 8%,
respectively over fiscal 2011. The improved performance can be
attributed to traffic recovery post Gulf Oil Spill and the full
year effect of the January 2011 rate increase. Additional toll
increases may be implemented at the recommendation of a traffic
consultant and were previously contemplated for 2014 and 2017;
however, the authority is currently without a consultant so future
increases are unknown at this time. Materially improved
performance beyond this point is unlikely due to the bonds'
escalating debt profile and current level of traffic. Two free
alternative routes (Pensacola Bay Bridge/US 98 to West, and State
Route 87 to the East) are currently being expanded from two lanes
to four and will increasingly limit any remaining ratemaking
flexibility.


SCHLOTZSKY'S INC: 5th Cir. Says Wooleys Lack Standing to Sue
------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit found that John
and Jeffrey J. Wooley lack standing to pursue post-confirmation
causes of action on behalf of SI Restructuring Incorporated, et
al.

SI Restructuring, Inc., fka Schlotzsky's Inc. and certain
affiliates, filed for bankruptcy protection in August 2004.
Haynes and Boone LLP was retained as counsel and in December 2004,
the Debtors sold substantially all of their assets.  A Chapter 11
Plan in the Debtors' cases was approved in April 2006.  The
Wooleys are creditors of the Debtors.

On December 24, 2008, the Wooleys filed a motion seeking
bankruptcy court authority to pursue actions on behalf of the
Debtors, specifically against Haynes and Boone and certain of the
Debtors' directors.  The bankruptcy court denied the request, and
the district court affirmed.

On appeal, the Fifth Circuit upheld the district court decision.
"The Plan did not specifically reserve the state law claims the
Wooleys now wish to assert.  Without this specific reservation,
the Plan Administrator -- and, by extension, the Wooleys -- lack
standing to pursue the proposed claims.  Thus, the claims are not
colorable, and the bankruptcy court did not err in denying the
Wooleys' motion to pursue causes of action on behalf of the
Debtors."

The appeals case is JOHN C. WOOLEY; JEFFREY J. WOOLEY, Appellants,
v. HAYNES & BOONE, L.L.P.; SAM COATS; PIKE POWERS; JOHN SHARP;
SARAH WEDDINGTON; GARY M. CADENHEAD, Appellees, Case No. 11-51106
(5th Cir.).

A copy of the Fifth Circuit's April 17, 2013 decision is available
at http://is.gd/BelUflfrom Leagle.com.


SINCLAIR BROADCAST: Reports $16.8 Million Net Income in Q1
----------------------------------------------------------
Sinclair Broadcast Group, Inc., reported net income of $16.87
million on $282.61 million of total revenues for the three months
ended March 31, 2013, as compared with net income of $29.07
million on $222.37 million of total revenues for the same period
during the prior year.

The Company's balance sheet at March 31, 2013, showed $2.73
billion in total assets, $2.83 billion in total liabilities and a
$97.28 million total stockholders' deficit.

"2013 is off to a solid start with $2.5 million of incremental
Super Bowl revenues in the first quarter, increased ad spending by
our largest advertising category of automotive, and a very good
February ratings book that highlighted the importance and
popularity of local news," commented David Smith, president and
CEO of Sinclair.  "The market for television stations remains
robust, and we are pleased that we have been able to obtain
quality assets at accretive prices.  We are excited the Barrington
Broadcasting, Fisher Communications and certain of the COX Media
Group stations will soon be joining us.  We intend to continue
analyzing and evaluating opportunities to acquire additional
television station assets towards creating greater scale for our
operations and value for our shareholders."

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

                        http://is.gd/Y7jerd

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

"Any insolvency or bankruptcy proceeding relating to Cunningham,
one of our LMA partners, would cause a default and potential
acceleration under the Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of our seven LMAs
with Cunningham, which would negatively affect our financial
condition and results of operations," the Company said in its
annual report for the period ended Dec. 31, 2012.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, Inc.,
including the Corporate Family Rating and Probability-of-Default
Rating, each to Ba3 from B1, and the ratings for individual debt
instruments.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.


TEXAS LEADERSHIP: S&P Assigns 'BB+' Rating to Revenue Bonds
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
rating to Tom Green County Cultural Education Facilities Finance
Corp., Texas' tax-exempt series 2013Q (direct pay qualified school
construction bonds, or QSCBs), tax-exempt series 2013A, and
taxable 2013B education revenue bonds issued on behalf of the
Texas Leadership Charter Academy (TLCA).  The outlook is stable.

"The 'BB+' rating reflects S&P's view of TLCA's historically
acceptable operating results and light but stable liquidity
relative to outstanding and pro forma debt," said Standard &
Poor's credit analyst Brian Marshall.

The series 2013 bond proceeds will be used to purchase and
renovate a new academic building on TLCA's new campus as well as
renovate and improve existing facilities, and cash fund a debt
service reserve fund equal to maximum annual debt service.

The stable outlook reflects S&P's anticipation that during the
next 12 to 24 months the school will meet its enrollment and cash
flow projections.


TOBACCO ROAD: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Tobacco Road Incorporated
        4645 S. King Drive
        Chicago, IL 60653

Bankruptcy Case No.: 13-18015

Chapter 11 Petition Date: April 29, 2013

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

Judge: Carol A. Doyle

Debtor's Counsel: Matthew E. McClintock, Esq.
                  GOLDSTEIN & MCCLINTOCK, LLLP
                  208 South LaSalle Street, Suite 1750
                  Chicago, IL 60604
                  Tel: (312) 337-7700
                  E-mail: mattm@restructuringshop.com

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

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

A copy of the Company's list of its 17 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ilnb13-18015.pdf

The petition was signed by Jimalita Tillman, executive director
and authorized officer.


UNI-PIXEL INC: Reports $947,000 Net Income in First Quarter
-----------------------------------------------------------
Uni-Pixel, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $947,415 on $5.06 million of revenue for the three months ended
March 31, 2013, as compared with a net loss of $2.04 million on
$3,564 of revenue for the same peirod during the prior year.

The Company's balance sheet at March 31, 2013, showed $19.40
million in total assets, $693,193 in total liabilities and $18.71
million in total shareholders' equity.

"Our record quarter was the result of the successful execution of
our preferred price and capacity model for UniBoss," said Reed
Killion, president and CEO of UniPixel.  "This included $5.0
million in a non-recurring engineering milestone payment from our
major PC manufacturer licensee, marking strong progress towards
worldwide commercialization of our UniBoss touch screen
technology.  The payment is helping to finance the ramp-up in our
manufacturing capacity to meet anticipated customer demand, as we
address a touch module market that Display Search expects to grow
from $13 billion to $32 billion by 2018."

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

                        http://is.gd/CtKjc9

                       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.

"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.


UNI-PIXEL INC: Appoints Robert Rusenko as VP of Manufacturing
-------------------------------------------------------------
UniPixel, Inc., has appointed Robert A. Rusenko to the new
position of vice president of manufacturing.

With more than 12 years of executive management experience in the
performance material and chemical industries, Mr. Rusenko brings
to UniPixel a strong track record of improving manufacturing
productivity, implementing Six Sigma to reduce costs, and
transitioning products from the laboratory to commercial
production.

"Robert's extensive experience managing global-scale manufacturing
facilities, including high-throughput roll-to-roll manufacturing
processes, fits perfectly with production ramp-up of our UniBossTM
pro-cap, multi-touch sensor film," said Reed Killion, president
and CEO of UniPixel.  "He joins our team of highly experienced and
capable managers, which we've expanded over the course of the last
several months to support the capacity commitments we've made to
our new UniBoss licensees.  His experience in creating and
operating global supply chains with large manufacturing footprints
along with his Six Sigma expertise complements our new Kodak
partnership to build out large-scale production capacity."

Prior to joining UniPixel, Mr. Rusenko served as vice president
and general manager of Alpharetta printed products at Scientific
Games, a global leader in gaming solutions for lottery and gaming
organizations.  At Scientific Games, he was responsible for a
high-throughput, roll-to-roll manufacturing facility, which is the
largest in the world for printed lottery products and more than
double the capacity of any other facility.

Prior to Scientific Games, Mr. Rusenko served as an operations
business leader at DuPont Performance Materials, a $6 billion
platform focused on engineering, packaging and industrial
polymers.  As the operations business leader of DuPont's $1.8
billion Nylon and PBT segment of the engineering polymers
business, he was responsible for developing and leading its global
supply chain strategy.  Before DuPont, he served as vice president
of operations at Saint Gobain-CertainTeed Corporation, a North
American manufacturer of building materials, where he was
responsible for five manufacturing sites, three distribution
centers, 1,300 employees, and an operational budget of $420
million.

He also previously served as director of worldwide manufacturing
at W. R. Grace, a global specialty chemicals and materials
company, where he was responsible for manufacturing, logistics and
Six Sigma.  He also previously held several management positions
of increasing responsibility at GE Plastics, a $7 billion division
of GE, where he received the coveted Six Sigma Gold Award for
driving operational improvements.  Before GE, Rusenko held several
management positions of increasing responsibility at AlliedSignal,
a global corporation with operations in the automotive, aerospace
and specialty chemicals markets.  At AlliedSignal, he transitioned
chemical and pharmaceutical products from laboratory to commercial
production, and earned an award for outstanding achievement from
Larry Bossidy the highly regarded CEO.

Rusenko earned his B.S. in chemical engineering from Widener
University.  He has completed Masters level courses in chemical
engineering and business administration from the University of
Virginia/New Jersey Institute of Technology and Villanova
University respectively.  He also holds a GE Master Black Belt
certification.

                        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 March 31, 2013, showed $19.40 million in total
assets, $693,193 in total liabilities and $18.71 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.


UNIT CORP: Fitch Affirms 'BB' IDR & Revises Outlook to Stable
-------------------------------------------------------------
Fitch Ratings has affirmed the following ratings of Unit
Corporation and revised the Rating Outlook to Stable from
Negative:

-- Issuer Default Rating (IDR) at 'BB';
-- Senior Unsecured Debt at 'BB';
-- Senior Subordinated Debt at 'BB-'.

KEY RATINGS DRIVERS

Fitch's ratings largely consider UNT's conservative financial
policies and its record of managing its capital intensive reserve
growth program to the company's financial means. The ratings also
highlight the company's financial resiliency to stressed commodity
prices.

During 2012 UNT successfully absorbed the financial stress of a
major acquisition in a poor year for natural gas prices, while
still managing to replace 118% of its production organically.

UNT purchased 83,000 net acres in the Mid-Continent area of the
U.S., plus four gas gathering systems from Noble Energy Inc. for
$592.6 million. To pay for the acquisition, UNT re-opened its sole
public debt issue, 6.625% senior subordinated notes due 2021, and
sold an additional $400 million. The company cut back on its
capital expenditure budget for the year and reduced negative free
cash flow (FCF) to negative $71.5 million. It also sold non-
operated properties in the Bakken play for $227 million and non-
core properties in Texas for $44 million to limit borrowings.

UNT had hedged approximately 68% of its average daily oil
production and 37% of its average daily gas production for 2012.
Nonetheless, average gas realizations fell 21% from the prior year
while the realizations for liquids fell 28%, 33% and 31%,
respectively, without the gas and liquids' hedges. Oil price
realizations rose 6%. In combination UNT lost $37 million from the
revenue line attributable to energy prices but recaptured $91
million from a 17.6% increase in production. E&P EBITDA increased
almost 9% year over year while operating profits moved to a $77
million loss due to non-cash ceiling-test write-downs of oil and
gas reserves.

UNT's gas gathering and processing operations also suffered
because of the decline in energy prices, and EBITDA fell 5.4%
while contract drilling operations booked an 8.6% improvement in
EBITDA owing to higher rig dayrates amid lagging drilling
activity. These latter two business units account for 41% of UNT's
consolidated EBITDA.

For the year, consolidated EBITDA rose 9% to $657 million, debt
increased $416 million, and debt/EBITDA increased to 1.09x from
0.50x at the end of the prior year, still favorable when compared
to peers. Assigning all debt to only the E&P operations, debt per
flowing barrel was $18,375 and $6.09/mboe of total proved
reserves.

OPERATING ENVIRONMENT

Fitch does not believe that 2013 will be a boon year for the E&P
sector, but will be better for UNT than last year. The relatively
long winter has supported higher natural gas prices, further
supported by the substitution of natural gas for coal by electric
utilities. Cash flow should improve on price alone, but
significant changes in UNT's leverage are not expected. UNT is
forecasting an increase in oil and gas production of 13% to 16%
but with a 6% increase in its capital budget. FCF for the year is
again expected to be modestly negative. The company is targeting
to hedge 50% to 70% of oil and gas production for 2013. With those
hedge and operating assumptions superimposed on Fitch's current
Base Case price deck (gas - $3.50/mcf, oil - $85/WTI bbl.),
leverage would not exceed 1.21x, and liquidity would still offer
significant coverage of a further decline in energy prices.

STRONG LIQUIDITY/DEBT LIMITATIONS

UNT's backstop liquidity is highly adequate. Its unsecured $500
million revolver (which can be expanded and which matures in 2016)
is governed by an $800 million borrowing base which is re-
determined semiannually by the lending group. Material
subsidiaries guarantee the revolver as well as UNT's senior
subordinated 6.625% notes issue. Specific financial tests within
the revolver include a minimum current ratio of 1.0:1.0 and a
maximum long-term debt/EBITDA ratio of 4.0:1.0. At last year-end,
$71.1 million was drawn under the revolver.

UNT's senior subordinated notes also limit the incurrence of
additional debt and 'restricted payments' by an EBITDA/interest
incurrence test of 2.25x for so long as the notes are not rated
'investment grade.'

RATING SENSITIVITIES

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

-- Positive FCF with continued production and reserve growth;

-- Continued diversification into liquids-rich hydrocarbons.

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

-- Debt/EBITDA substantially increasing beyond the company's
    stated limits of 1.50:1.00;

-- Inability to replace reserves over a consecutive three-year
    period;

-- Event-driven activity leading to substantially higher
    leverage.


US MORTGAGE: NJ Court Narrows Claims v. Vining Sparks, Newbridge
----------------------------------------------------------------
Before the New Jersey Bankruptcy Court are motions of defendants
Vining Sparks IBG, L.P. and Newbridge Securities Corp., each of
whom filed a Motion to Dismiss two separate adversary complaints
commenced by Edward P. Bond, as liquidating trustee for debtors
U.S. Mortgage Corp. and CU National Mortgage.  Also before the
Court in the adversary complaint against Vining Sparks is the
Trustee's Application in Support of Cross-Motion for an Order
Authorizing the Liquidating Trustee to File an Amended Complaint.

The adversary complaints are EDWARD BOND, Liquidating Trustee
Plaintiff v. VINING SPARKS, Defendant and EDWARD BOND, Liquidating
Trustee Plaintiff v. NEWBRIDGE SECURITIES CORP., Defendant, Adv.
No. 11-1212(RG), 11-1218(RG), (Bankr. D. N.J.).  The Trustee
asserts that Michael J. McGrath, the Debtors' president, caused
the Debtors to engage in fraudulent practices on a massive scale.
The complaints allege Mr. McGrath invested funds belonging to the
Debtors with the Defendants; and that certain "transfers" were
made "to purchase securities, to reimburse the Defendants for
securities previously purchase, or to pay the Defendant
commissions."

As to Newbridge Securities' Motion to Dismiss, Judge Rosemary
Gambardella dismissed Counts III (Constructive Fraudulent
Transfers), IV (Civil Conspiracy), V (Aiding and Abetting Civil
Conspiracy and Fraud), and VI (Conversion) pursuant to the safe
harbor provision of 11 U.S.C. Sec. 546(a).  The Court however
denied the Motion to Dismiss as to Count I (Accounting) and Count
II (Intentional Fraudulent Transfers).  Finally, to the extent the
Trustee has clarified that he is seeking recovery of only one
transfer -- a $1 million transfer -- the Trustee is granted leave
to file a scond amended complaint within 30 days from the date of
its Opinion.

As to Vining Sparks' Motion to Dismiss, the Court ruled that
Count II (Preference Claims), Counts IV (Civil Conspiracy),
V (Aiding and Abetting Civil Conspiracy and Fraud), and
VI (Conversion) must be dismissed.  Vining Sparks, the Court
notes, has not demonstrated that Count III (Intentional Fraud
Claim) must be dismissed.  The Court denied the Motion to Dismiss
as to Count I (Accounting).

Judge Gambardella ruled that the Transfers fall within the meaning
of "settlement payments" as defined by the Bankruptcy Code and
Third Circuit case law.  The judge further ruled that the
Trustee's Cross-Motion to file an amended complaint must be
granted.  The Trustee however must meet the heightened pleading
requirement of Federal Rule of Civil Procedure 9(b) with respect
to the claim for Intentional Fraudulent Transfers, the judge said.
"More precision shall be injected into the amended complaint by
setting forth the specific individual transfers at issue here,
including the dates of the transfers."

A copy of Judge Gambardella's April 23, 2013 Opinion is available
at http://is.gd/UDW6eXfrom Leagle.com.

Erin J. Kennedy, Esq. -- ekennedy@formanlaw.com -- and Brigette G.
McGrath, Esq. -- bmcgrath@formanlaw.com -- of FORMAN HOLT ELIADES
RAVIN & YOUNGMAN LLC in Paramus, New Jersey serve as attorneys
for Edward Bond, Liquidating Trustee.

Brian L. Baker, Esq. -- bbaker@ravingreenberg.com -- and Chad B.
Friedman, Esq. -- cfriedman@ravingreenberg.com -- of RAVIN
GREENBERG LLC, in Roseland, New Jersey serve as attorneys for
Defendant Vining Sparks IBG, L.P.

E. Franklin Childress, Jr., Esq., -- fchildress@bakerdonelson.com
-- and Bradley L. Ottinger, Esq., -- bottinger@bakerdonelson.com
-- of BAKER DONELSON BEARMAN CALDWELL & BERKOWITZ, PC, in Memphis,
Tennessee, also serve as attorneys for Defendant Vining Sparks
IBG, L.P.

Alex Spizz, Esq. -- aspizz@tnsj-law.com -- and Jill L. Makower,
Esq. -- jmakower@tnsj-law.com -- of TODTMAN NACHAMIE SPIZZ &
JOHNS, PC, in New York, New York, serve as attorneys for Defendant
Newbridge Securities Corp.

Mark E. Hall, Esq. -- mhall@riker.com -- of RIKER, DANZIG,
SCHERER, HYLAND & PERRETTI, LLP, in Morristown, New Jersey, serve
as attorney for J.P. Turner & Co. LLC.

            About U.S. Mortgage Corp. and CU National

U.S. Mortgage Corporation filed a voluntary Chapter 11 bankruptcy
petition (Bankr. D. N.J. Case No. 09-14301) on Feb. 23, 2009.  Its
wholly owned subsidiary, C.U. National Mortgage, LLC, filed a
voluntary Chapter 11 bankruptcy petition (Bankr. D. N.J. Case No.
09-18104) on April 1, 2009.  The Third Amended Joint Plan of
Liquidation was confirmed by the Bankruptcy Court on Oct. 26,
2009.  Pursuant to the Liquidation Plan, a U.S. Creditors
Liquidating Trust was created for the benefit USM's and CUNM's
creditors and Anthony R. Calascibetta was appointed as the
Liquidating Trustee.  On Feb. 1, 2012, Edward P. Bond, CPA, was
appointed as the Substitute Liquidating Trustee.

Judge Rosemary Gambardella presided over the Debtors' case.
Kenneth A. Rosen, Esq., and Bruce Buechler, Esq., at Lowenstein
Sandler PC, represented the Debtors.  In its petition, CU National
estimated $1 million to $10 million in assets and $100 million to
$500 million in debts.

Former president and CEO Michael G. McGrath and Melissa A. McGrath
filed a Chapter 11 petition (Bankr. D. Mass. Case No. 10-20907) on
Oct. 4, 2010, estimating under $1 million in assets and debts.  A
copy of the McGrath's petition is available at no charge at
http://bankrupt.com/misc/mab10-20907.pdf


VISANT HOLDING: S&P Lowers CCR to 'B' on Weak Operating Trends
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Armonk, N.Y.-based Visant Holding Corp.
to 'B' from 'B+'.  The outlook is negative.

At the same time, S&P lowered its issue-level ratings on Visant's
senior secured credit facilities to 'B+' from 'BB-'.  The '2'
recovery rating remains unchanged and indicates S&P's expectation
of substantial (70%-90%) recovery in the event of payment default.

Finally, S&P lowered its issue-level rating on Visant's senior
unsecured notes to 'CCC+' from 'B-'.  The '6' recovery rating
remains unchanged and indicates S&P's expectation for negligible
recovery (0%-10%).

"The downgrade to 'B' reflects our expectation that Visant's
ongoing unfavorable revenue trends will continue to pressure
EBITDA and discretionary cash flow, and drive leverage higher,"
said Standard & Poor's credit analyst Christopher Thompson. We
continue to assess Visant's business risk profile as "fair," given
the good market position and slightly better operating EBITDA
margin compared with its principal competitor, American
Achievement.  We view Visant's financial risk profile as "highly
leveraged" because of its high debt level and an aggressive
financial policy, demonstrated by a large, special dividend in
2010.  Our management and governance assessment of the company is
"fair".

Visant publishes school yearbooks and manufactures and sells
school class rings along with other graduation-related
merchandise, together known as "school affinity products."  The
company also has a marketing and publishing business that serves
the consumer product and publishing sectors.  The school affinity
product market is a mature business with relatively high barriers
to entry.  Visant has a strong competitive position in this niche
business because of its existing relationships with customers and
strong product offerings.  Historically these strengths, along
with effective cost management, resulted in Visant having an
EBITDA margin about four percentage points higher than its key
competitor.  However, recent performance has led to Visant's
margin advantage compressing by roughly two percentage points.  A
major portion of Visant's revenues and EBITDA are seasonal and
highly dependent on the North American academic cycle.  Because of
the discretionary nature of purchases, Visant's operations are
vulnerable to weakness in the economy and gold price spikes, which
together have caused consumers to shift to lower-priced metals for
jewelry and affinity products and have pressured revenues of late.

S&P's rating outlook on Visant is negative, based on its view that
credit metrics could deteriorate further in the near term due to
weak revenue and EBITDA.  S&P could lower the rating if it become
convinced that persistent EBITDA declines will lead to adjusted
debt leverage above 8x on a sustained basis or if covenant
headroom drops to below 10%.  S&P could also lower the rating if a
structural demand shift becomes apparent that makes it less
comfortable with the company's business prospects and suggests
further deterioration of credit measures.

S&P would likely revise the outlook to stable if the company
demonstrates a favorable reversal of recent operating trends that
results in sustained lower leverage.  A revision to stable would
likely also entail the company using excess cash largely for debt
repayment.


W.R. GRACE: Seeks to Sell Property to Gap VI for $13.1-Mil.
-----------------------------------------------------------
W.R. Grace & Co.-Conn. and its debtor affiliates filed a motion
seeking approval from Bankruptcy Judge Judith Fitzgerald in
Delaware to sell a parcel of real property to GAP VI Properties
LLC.  The company is planning to sell its 66.8 acres of unused
land in Columbia, Maryland.  The property is adjacent to the
northwest boundary of Grace's corporate headquarters.

Grace, along with Cushman & Wakefield Inc., began marketing the
property in early 2009 but it was only in 2012 that the company
received viable offers after it decided to have the property
rezoned for residential or commercial use.

GAP VI offered to buy the property for a base price of $13.1
million.  Grace will receive additional payment if the buyer gets
governmental approval to build residential units on the property.

Meanwhile, Cushman will be compensated 3% of the base purchase
price or $393,000 for its services, according to court filings.

A copy of the sale agreement is available without charge at
http://is.gd/whDywD

Grace said GAP VI made the best offer, and it is confident that
the buyer can successfully rezone the property and get all
necessary approvals to develop the property.

A court hearing to consider approval of the sale is scheduled for
May 20.  Objections are due by May 3.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: $18.9-Mil. Incentive Plan for 2013 Approved
-------------------------------------------------------
W.R. Grace & Co. received the green light from Judge Judith
Fitzgerald to implement a long-term incentive plan for employees
for the year 2013 that would cost $18.9 million, if targets are
met.

The company also obtained court approval to grant common stock to
its directors in accordance with an updated annual retainer plan
for directors.

The 2013 incentive plan consists of grants of options to purchase
Grace's common stock, and performance units that provide
opportunities to receive cash awards to be paid in early 2016, as
determined by the company's financial performance over the three
year period from January 1, 2013 until December 31, 2015.

Separately, a Bloomberg News reported that Grace may soon be in a
position to exit bankruptcy as the bank lenders' appeal of
confirmation orders will be argued next month in the U.S. Court
of Appeals in Philadelphia.

The plan, which was confirmed by the bankruptcy and district
courts, can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal.  Arguments will be held on June 17 in
the U.S. Court of Appeals in Philadelphia.

The banks argue on appeal that they are entitled to $185 million
in interest on their claims because shareholders are retaining
stock worth $4.9 billion. Banks filing the appeal include Bank of
America NA, Barclays Bank Plc and JPMorgan Chase Bank NA.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Wins Approval of Markel Settlement
----------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
settlement of claims between W.R. Grace & Co. and Markel
International Insurance Co. Ltd.

The claims stem from a three-year excess liability insurance
policy that provided insurance coverage to W. R. Grace.  Markel's
remaining coverage obligation under the policy is $1.027 million.

Under the deal, Markel will make a lump sum payment of $914,201 to
the company.  The settlement amount will be held by W.R. Grace for
the benefit of a trust created to pay asbestos-related claims.

The agreement also includes a mutual release of all claims between
the companies under the insurance policy.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Baker Donelson Monthly Fee Cap Increased
----------------------------------------------------
W.R. Grace & Co. obtained a court order to increase the cap on
the monthly fee of Baker, Donelson, Bearman, Caldwell & Berkowitz
P.C.

W.R. Grace had proposed to increase the cap from $20,000 to
$30,000 so that it could employ two non-attorney public policy
advisers to assist Baker Donelson.

The firm provides services in connection with W.R. Grace's
legislative affairs, which the company said, continues to expand.

The increased monthly fees will compensate Baker Donelson for its
employment of William Corcoran who will be assisting Keith
Kennedy, chair of its Federal Public Policy Group.  Mr. Corcoran
is a former W.R. Grace vice-president and is a consultant in
Baker Donelson's Public Policy Practice Group.

Grace also obtained court approval for Baker Donelson's fees for
the period October 2011 to March 2012.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


WEST CORP: Reports $3 Million Net Income in First Quarter
---------------------------------------------------------
West Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing 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 total stockholders' deficit.

                        Bankruptcy Warning

"At March 31, 2013, our aggregate long-term indebtedness,
including the current portion, was $4,057.6 million.  During the
three months ended March 31, 2013 our consolidated interest
expense was approximately $72.9 million.  Our ability to make
scheduled payments or to refinance our debt obligations and to
fund our other liquidity needs 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 make assurances that
we will maintain a level of cash flows from operating activities
sufficient to permit us to pay the principal, premium, if any, and
interest on our indebtedness and to fund our other liquidity
needs.  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."

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

                        http://is.gd/bWTJvi

                       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.

                           *     *     *

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 CORP: Supplements 2013 Earnings Per Share Guidance
-------------------------------------------------------
West Corporation reported its first quarter 2013 earnings on
Thursday, April 25, 2013.  Included with that release was an
update to the Company's 2013 full year guidance.

In the April 25, 2013, release, for purposes of 2013 per share
guidance, the Company determined the reasonable approximation of
the weighted average number of shares outstanding by using the
quarterly average of the shares outstanding.  This quarterly
average methodology was the historical methodology used by the
Company prior to the completion of its initial public offering and
is consistent with the Company's audited financial statements
through Dec. 31, 2012.  After receiving questions from
shareholders and analysts on the 2013 earnings per share guidance,
the Company has determined to supplement the presentation of the
2013 earnings per share guidance to show a daily share count
weighted average based upon the share count for each trading day
during the period.  The daily weighted average method is
consistent with the presentation used in the Company's Form 10-Q
filed April 29, 2013, and to be used in future periods.  The
supplemental presentation does not affect the Company's reported
results, the announced dividend or guidance with respect to
expected financial results, including but not limited to the
expected earnings.  It does, however, impact the per share
calculations for the 2013 guidance.  Based upon the daily weighted
average method, the forecasted share count for 2013 would change
from approximately 76.8 million to approximately 80.3 million.

In addition, in the April 25th press release, the Company used
76.8 million average shares outstanding for the full year when
calculating the reported Pro forma Adjusted Earnings per Share ?
Diluted in its 2013 guidance table.  The denominator should have
been the pro forma shares outstanding of approximately 84.9
million included in the pro forma Adjusted Net Income and pro
forma Adjusted EPS Reconciliation table included in the April 25th
press release.

The resulting impact on the per share calculations are presented
below.

         Effect of Share Count Methodology on 2013 Guidance

                                        4/25 Release   As Modified
                                        ------------   -----------
Adjusted Earnings per Share - Diluted   $2.87-$3.02    $2.74-$2.89
Pro Forma Adjusted EPS - Diluted        $3.09-$3.24    $2.79-$2.93
Earnings per Share - Diluted            $1.80-$1.95    $1.72-$1.87

                      About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

West Corporation reported net income of $125.54 million in 2012,
net income of $127.49 million in 2011, and net income of $60.30
million in 2010.

The Company's balance sheet at March 31, 2013, showed $3.94
billion in total assets, $4.79 billion in total liabilities and a
$850.15 million total stockholders' deficit.

                        Bankruptcy Warning

"At March 31, 2013, our aggregate long-term indebtedness,
including the current portion, was $4,057.6 million.  During the
three months ended March 31, 2013 our consolidated interest
expense was approximately $72.9 million.  Our ability to make
scheduled payments or to refinance our debt obligations and to
fund our other liquidity needs 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 make assurances that
we will maintain a level of cash flows from operating activities
sufficient to permit us to pay the principal, premium, if any, and
interest on our indebtedness and to fund our other liquidity
needs.  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," according
     to the Company's quarterly report for the period ended
     March 31, 2013.

                           *     *     *

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: S&P Lowers Rating on Series 2007A Bonds to 'D'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D' from
'CC' on series 2007A bonds issued for West Penn Allegheny Health
System (WPAHS) by the Allegheny County Hospital Development
Authority, Pa.

"The rating action reflects the expiration of a tender offer and
consent solicitation related to the purchase of WPAHS' series
2007A outstanding bonds by Highmark Inc., which is now doing
business as Highmark Health Services," said Standard & Poor's
credit analyst Cynthia Keller.  "The offer expired on April 26,
2013."  According to S&P's criteria and ratings definitions, an
issue rating is lowered to 'D' on completion of a distressed
exchange offer whereby some or all of an issue is replaced for an
amount of cash having a total value that is less than par.

Pursuant to the tender offer, Highmark Health Services paid
bondholders $875 for each $1,000 of bonds tendered.  According to
Highmark Health Services, bondholders tendered $604 million of
bonds or 85% of all series 2007A bonds outstanding and also
consented to amendments in the governing bond documents, including
the elimination of certain restrictive covenants.  The tender and
other agreements were completed as part of the WPAHS affiliation
with UPE (now doing business as Highmark - the new parent company
of Highmark Health Services), which was approved by the
Pennsylvania Department of Insurance and closed earlier.

WPAHS is now part of, the Allegheny Health Network, the provider
subsidiary of Highmark, and operates five acute-care hospitals in
and around Pittsburgh: Allegheny General Hospital, West Penn
Hospital (WPH), the Forbes Regional campus of WPH, Canonsburg
General Hospital, and Alle-Kiski Medical Center doing business as
Allegheny Valley Hospital.


* BofA Seeks to Toss DOJ's $1-Billion Faulty Mortgage Suit
----------------------------------------------------------
Patricia Hurtado, writing for Bloomberg News, reported that Bank
of America Corp. asked a federal judge to dismiss a $1 billion
fraud lawsuit filed by the U.S. alleging it sold defective
residential mortgage loans to Fannie Mae and Freddie Mac that
defaulted.

According to the Bloomberg report, the Justice Department filed
the complaint last year claiming the bank and its Countrywide
Financial unit generated thousands of defective loans and sold
them to the two home- mortgage finance companies now under
government control.

Bloomberg related that to boost revenue in the tightening credit
market in mid-2007, Countrywide sold the loans to boost revenue,
according to the complaint. The program was called "HSSL," or the
"Hustle."

Bank of America, based in Charlotte, North Carolina, argued the
suit was based on a single alleged factual scenario and fails to
state a claim, Bloomberg said.

"The amended complaint has no basis in law and should be
dismissed," Kannon Shanmugam, a partner at Williams & Connolly,
said in court, according to Bloomberg.

Bloomberg related that the suit, which covers conduct from 2007 to
2009, is the first by the Justice Department to allege fraud over
mortgage loans sold to the two entities, U.S. Attorney Preet
Bharara in Manhattan said in a statement when it was filed.

Fannie Mae and Freddie Mac losses totaled more than $1 billion,
Bharara told Bloomberg.  The Justice Department's complaint was
brought under the federal False Claims Act, which allows for
triple damages.

Bank of America, which acquired Countrywide in 2008, was among 17
financial institutions sued in September 2011 by Fannie Mae and
Freddie Mac's regulator, the Federal Housing Finance Agency, over
losses on mortgage securities sold to the companies, the report
noted.

The case is U.S. v. Bank of America Corp. (BAC), U.S. District
Court, Southern District of New York (Manhattan).


* Moody's Sees Modest Growth for US Apparel Sector This Year
------------------------------------------------------------
The outlook for the US apparel industry remains stable, Moody's
Investors Service says in a new report. The stable outlook
reflects moderating growth in operating income, modest growth in
apparel sales and the likelihood of higher input costs over the
next 12 to 18 months.

"We expect operating income growth for US apparel makers to slow
to 3%-5% this year and 2%-4% in 2014," says Scott Tuhy, Vice
President -- Senior Credit Officer in "US Apparel Industry
Earnings Growth Likely to Slow." "Most of this growth has already
occurred thanks to lower input costs in the first quarter of 2013,
which should help gross margin expansion, but this is not expected
to continue given that the benefits of particularly lower cotton
prices have by now been fully realized."

The benefits of low cotton costs were significant, Tuhy says.
Cotton sold for more than $2 per pound in mid-2011, but by late
2011 had fallen to less than $1 a pound and during 2012 approached
the low $0.60 cent range. Moody's-rated clothing companies' gross
margins expanded by nearly 140 basis points during this time. In
the past quarter, however, cotton prices have begun to rise and,
combined with higher freight and labor costs, this suggests
moderate input cost inflation later this year and early next.

Overall, Moody's expects modest, low-single-digit inflation from
late 2013 into 2014. And while apparel companies should be able to
manage moderate price increases, Tuhy says, they will need to be
disciplined on inventory to balance any pushback from consumers.

Moody's now expects US apparel sales to grow 2%-4% over the next
12 to 18 months, compared with its forecast of 3%-5% for overall
US retail sales. The change reflects the rating agency's view that
discretionary products will come under pressure due to consumer
spending constraints related to the expiration of the Social
Security payroll tax holiday. In addition, the euro area, which is
a significant market for US clothing companies, is likely to see
flat sales growth in the next one to two years.

But emerging market economies offer US apparel makers
opportunities for growth. Even while the overall global economy
remains soft, pockets of strength in places such as Latin America,
Eastern Europe and China remain positive for the sector, Tuhy
says. "While emerging markets still account for only a small
portion of sales, we expect US apparel makers to keep investing in
them, and those with well-known global brand names and
sophisticated supply chains are best positioned to benefit."


* Moody's Says Sequestration Impact Looms on US Defense Companies
-----------------------------------------------------------------
The steady operating performance of large prime US defense
contractors masks the coming impact of sequestration, Moody's
Investors Service says in a new report. Margin pressure will
worsen as mature defense programs wind down; companies enter into
new contracts and more work transitions from production to
development.

"In their first quarterly results after the 1 March sequestration
trigger date, Lockheed Martin, Boeing, General Dynamics, Northrop
Grumman and Raytheon combined posted a relatively modest 2% drop
in revenue, flat operating profits and a 30 basis point uptick in
margin from a year earlier," says Senior Vice President Russell
Solomon in "Prime Contractors' Resilient Earnings Belie
Sequestration Impact to Come." "But as the brunt of sequestration-
related cuts take hold later in the year, we expect sales declines
to accelerate and margins to come under greater pressure in the
second half of 2013 and, even more so, in 2014."

Moody's expected the near-term impact of sequestration on the
defense industry to be fairly muted, particularly for the large
prime contractors, Solomon says. These companies are for the
moment protected by their long-lived big weapons programs, for
which near-term funding is mostly already under contract. Delayed
implementation of sequestration and the lag between budget cuts
and actual spending reductions will also help delay the effects of
sequestration on operating results.

But many smaller, more narrowly focused defense companies with
shorter-cycle, indefinite delivery indefinite quantity (IDIQ),
service-oriented contracts are already seeing more noteworthy
adverse effects, reinforcing Moody's view that financial pressures
on the overall US defense sector will increase later this year.

In the meantime, fiscal constraint and pre-emptive cost-reduction
measures appear to have been well timed, with cash reserves
benefiting from solid free cash flow, Solomon says. As a result,
defense companies may face growing demands from shareholders to
increase returns. "We are already noting calls for increased share
repurchases and dividend pay-outs, but given mounting fiscal
pressures we will remain watchful for more aggressive fiscal
posturing and cautious of defense contractors' acceptance of
greater financial risk."


* CoreLogic Reports 55,000 Completed Foreclosures in March
----------------------------------------------------------
CoreLogic on April 30 released its March National Foreclosure
Report which provides data on completed U.S. foreclosures and the
national foreclosure inventory.  According to CoreLogic, there
were 55,000 completed foreclosures in the U.S. in March 2013, down
from 66,000 in March 2012, a year-over-year decrease of 16
percent.  On a month-over-month basis, completed foreclosures rose
from 52,000* in February 2013 to the March level of 55,000, an
increase of 6 percent.

As a basis of comparison, prior to the decline in the housing
market in 2007, completed foreclosures averaged 21,000 per month
nationwide between 2000 and 2006.  Completed foreclosures are an
indication of the total number of homes actually lost to
foreclosure.  Since the financial crisis began in September 2008,
there have been approximately 4.2 million completed foreclosures
across the country.

Approximately 1.1 million homes in the U.S. were in some stage of
foreclosure, known as the foreclosure inventory, as of March 2013
compared to 1.5 million in March 2012, a year-over-year decrease
of 23 percent.  Month over month, the foreclosure inventory was
down 1.9 percent from February 2013 to March 2013.  The
foreclosure inventory as of March 2013 represented 2.8 percent of
all homes with a mortgage compared to 3.5 percent in February
2013.

"In March, completed foreclosures were down 52 percent from the
peak in 2010, and almost all of the top 100 major metropolitan
areas have declining foreclosure rates," said Dr. Mark Fleming,
chief economist for CoreLogic.  "The foreclosure rate nationally
is down 23 percent relative to a year ago, signaling continued
reduction in the stock of distressed assets."

"For 17 consecutive months, foreclosures have declined year over
year across the U.S," said Anand Nallathambi, president and CEO of
CoreLogic.  "Although we still have more than a million homes in
some stage of foreclosure, this trend, combined with rising home
prices, is another signal of a gradually improving housing
market."

Highlights as of March 2013:

-- The five states with the highest number of completed
foreclosures for the 12 months ending in March 2013 were: Florida
(103,000), California (83,000), Michigan (70,000), Texas (53,000)
and Georgia (48,000).  These five states account for almost half
of all completed foreclosures nationally.

-- The five states with the lowest number of completed
foreclosures for the 12 months ending in March 2013 were: South
Dakota (81), District of Columbia (101), Hawaii (421), North
Dakota (487) and West Virginia (554).

-- The five states with the highest foreclosure inventory as a
percentage of all mortgaged homes were: Florida (9.7 percent), New
Jersey (7.3 percent), New York (5.0 percent), Maine (4.4 percent)
and Illinois (4.4 percent).

-- The five states with the lowest foreclosure inventory as a
percentage of all mortgaged homes were: Wyoming (0.5 percent),
Alaska (0.7 percent), North Dakota (0.7 percent), Nebraska (0.9
percent) and Montana (0.9 percent).

*February data was revised.  Revisions are standard, and to ensure
accuracy, CoreLogic incorporates newly released data to provide
updated results.

Table 1: Judicial Foreclosure States Foreclosure Ranking (Ranked
by Completed Foreclosures)

Table 2: Non-Judicial Foreclosure States Foreclosure Ranking
(Ranked by Completed Foreclosures)

Table 3: Foreclosure Data for Select Large Core Based Statistical
Areas (CBSAs) (Ranked by Completed Foreclosures)

Figure 1: Number of Mortgaged Homes per Completed
ForeclosureJudicial Foreclosure States vs. Non-Judicial
Foreclosure States (three-month moving average)

Figure 2: Foreclosure Inventory as of February 2013Judicial
Foreclosure States vs. Non-Judicial Foreclosure States

Figure 3: Foreclosure Inventory by State Map

Methodology The data in this report represents foreclosure
activity reported through March 2013.

This report separates state data into judicial vs. non-judicial
foreclosure state categories.  In judicial foreclosure states,
lenders must provide evidence to the courts of delinquency in
order to move a borrower into foreclosure.  In non-judicial
foreclosure states, lenders can issue notices of default directly
to the borrower without court intervention.  This is an important
distinction since judicial states, as a rule, have longer
foreclosure timelines, thus affecting foreclosure statistics.

A completed foreclosure occurs when a property is auctioned and
results in the purchase of the home at auction by either a third
party, such as an investor, or by the lender.  If the home is
purchased by the lender, it is moved into the lender's real estate
owned (REO) inventory.  In "foreclosure by advertisement" states,
a redemption period begins after the auction and runs for a
statutory period, e.g., six months.  During that period, the
borrower may regain the foreclosed home by paying all amounts due
as calculated under the statute.  For purposes of this Foreclosure
Report, because so few homes are actually redeemed following an
auction, it is assumed that the foreclosure process ends in
"foreclosure by advertisement" states at the completion of the
auction.

The foreclosure inventory represents the number and share of
mortgaged homes that have been placed into the process of
foreclosure by the mortgage servicer.  Mortgage servicers start
the foreclosure process when the mortgage reaches a specific level
of serious delinquency as dictated by the investor for the
mortgage loan.  Once a foreclosure is "started," and absent the
borrower paying all amounts necessary to halt the foreclosure, the
home remains in foreclosure until the completed foreclosure
results in the sale to a third party at auction or the home enters
the lender's REO inventory.  The data in this report accounts for
only first liens against a property and does not include secondary
liens. The foreclosure inventory is measured only against homes
that have an outstanding mortgage.  Homes with no mortgage liens
can never be in foreclosure and are, therefore, excluded from the
analysis.  Approximately one-third of homes nationally are owned
outright and do not have a mortgage.  CoreLogic has approximately
85 percent coverage of U.S. foreclosure data.


                        About CoreLogic

CoreLogic -- http://www.corelogic.com-- is a property
information, analytics and services provider in the United States
and Australia.  The Company's combined data from public,
contributory, and proprietary sources includes over 3.3 billion
records spanning more than 40 years, providing detailed coverage
of property, mortgages and other encumbrances, consumer credit,
tenancy, location, hazard risk and related performance
information.  The markets CoreLogic serves include real estate and
mortgage finance, insurance, capital markets, transportation and
government.  CoreLogic delivers value to clients through unique
data, analytics, workflow technology, advisory and managed
services.  Clients rely on CoreLogic to help identify and manage
growth opportunities, improve performance and mitigate risk.
Headquartered in Irvine, Calif., CoreLogic operates in seven
countries.


* Brokerage Ills Stir Auditor Scrutiny
--------------------------------------
Jean Eaglesham and Michael Rapoport, writing for The Wall Street
Journal, reported that U.S. regulators are tightening their
scrutiny of accountants in an effort to crack down on firms
bungling "red flags" that signal fraud and imperil customer money.

According to the WSJ report, the increased attention is occurring
largely at the Commodity Futures Trading Commission, where
investigators and top officials were rattled by the collapses of
Peregrine Financial Group Inc. and MF Global Holdings Ltd. At both
firms, rules that are supposed to protect customer funds were
allegedly broken without being detected by accountants.

WSJ related that the CFTC hasn't accused the auditors for MF
Global and Peregrine of wrongdoing. But their inability to spot
problems is spurring the agency to examine more closely under its
existing rules if accountants are properly policing the financial
controls at thousands of U.S. futures and swaps firms.

"Accountants haven't been our prime focus," Bart Chilton, one of
the CFTC's five commissioners, told WSJ.  Now, though, the agency
has "increased our efforts," though it isn't clear how far
enforcement officials will go to crack down on allegedly shoddy
accounting.

WSJ recalled that earlier this month, the CFTC filed its first-
ever disputed civil lawsuit in federal court against an accounting
firm for alleged audit failures. Tunney & Associates and owner
Michael Tunney of Orland Park, Ill., did five year-end audits of
Linn Group Inc. even though the accountants lacked "any
experience" with futures firms "or any entity that holds customer
segregated accounts."


* Ethanol Facilities Facing Liquidation
---------------------------------------
Katy Stech, writing for Dow Jones Newswires, reports that
struggling fuel-making facilities are in danger of falling to
liquidators before market recovers:

     -- New Energy Corp.'s ethanol plant in South Bend, Indiana,
was sold for $2.5 million at a bankruptcy auction but the buyers
-- California-based BidItUp Auctions Worldwide Inc. and Michigan's
Maynards Industries (1991) Inc. -- plan to sell the plant for
scrap.

     -- Purified Renewable Energy LLC, which operates an ethanol
plant in Buffalo Lake, Minn., said in court papers it is looking
for a buyer or a new loan.

     -- Bionol Clearfield LLC's ethanol-production facility in
Pennsylvania, sold last year for $9 million -- a fraction of the
$270 million spent to construct it, said Rob Carringer of Deloitte
LLP?s Corporate Restructuring Group, who helped sell the plant.
The buyers renamed it Pennsylvania Grain Processing LLC and
continue to operate the plant, located in Clearfield, Pa.

Dow Jones notes community leaders of South Bend, a city of 100,000
people that is home to the University of Notre Dame, tried to
block liquidators from buying the New Energy plant. One investor
group is interested in restarting it but didn?t come up with a
$250,000 deposit in time to bid at the auction. Though the
investor group, Natural Chem Holdings LLC, hasn?t given up on
overturning the court-approved sale, two federal judges have
already rejected its accusations that the auction winners unfairly
teamed up to win the plant. In March, the plant?s sale to the
liquidators closed. The two buyers didn?t respond to requests for
comment.

New Energy Corp. filed a Chapter 11 petition (Bankr. N.D. Ind.
Case No. 12-33866) in South Bend, Indiana, on Nov. 9, 2012.
The Debtor's ethanol facility is the first large-scale Greenfield
ethanol plant constructed in the U.S. and is capable of producing
100 million gallons of ethanol per year.  The Debtors has operated
continuously, without interruption since 1984.  The Debtor's
operations generated over $280 million in revenue in 2011.
At historical production rates, the Company employs 85 to 90
people to run operations, power the plant and to administer the
business operations of the Debtor.

Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, in
Indianapolis, serves as counsel to New Energy.  The Debtor
estimated assets of at least $10 million and liabilities of at
least $50 million.

Purified Renewable Energy filed a Chapter 11 petition (Bankr. D.
Minn. Case No. 13-41446) on March 25, 2013.  Clinton E. Cutler,
Esq., at Fredrikson & Byron, P.A., in Minneapolis, serves as
counsel.  The Debtor estimated at least $1 million in assets and
at least $10 million in liabilities.

Bionol Clearfield filed for Chapter 7 liquidation (Bankr. D. Del.
Case No. 11-_____) in July 2011.  The Company estimated assets
between $50 million and $100 million and liabilities between
$100 million and $500 million.  The Company owned a plant that
produces bio-based chemicals and fuels from renewable feedstock.


* Insider-Trading Probe Trains Lens on Boards
---------------------------------------------
Susan Pulliam, Rob Barry and Scott Patterson, writing for The Wall
Street Journal, reported that federal prosecutors launched a
criminal investigation into whether corporate directors misused
government-sanctioned trading plans to sell company shares for
investment funds they run.

According to the report, the U.S. attorney's office for the
Eastern District of New York issued subpoenas requesting
information from companies and funds cited in an April 25 page-one
article in The Wall Street Journal that highlighted trading at
three companies by directors who also run funds, a person familiar
with the probe says.

WSJ related that the investigation is an outgrowth of another
criminal probe, led by the U.S. attorney for the Southern District
of New York and the Securities and Exchange Commission, into
trading by company insiders.

Spokespeople for the SEC and the Eastern and Southern districts
declined to comment, according to WSJ.

At issue are preset trading arrangements known as 10b5-1 plans,
initiated by the SEC in 2000, WSJ said. The plans allow corporate
executives and nonexecutive directors a way to sell some shares
despite potentially having knowledge of nonpublic information
about their companies, though such plans must be set up when the
executive doesn't possess inside information.

Prosecutors are interested in whether insiders are using such
plans to shed their positions when they are privy to private
information about companies, the person familiar with the probe
said, WSJ further related. There haven't been any allegations of
wrongdoing.


* National Credit Union Administration Suits Paused by Court
------------------------------------------------------------
Andrew Harris & Dan Margolies, writing for Bloomberg News,
reported that eight lawsuits by the National Credit Union
Administration Board aimed at recouping losses on mortgage-backed
securities were halted by a federal judge pending an appeals court
ruling.

According to the Bloomberg report, U.S. District Judge John
Lungstrum in Kansas City, Kansas, put the litigation on hold until
the U.S. Court of Appeals in Denver rules on a challenge by RBS
Securities Inc. to another judge's decision last year denying its
request to dismiss a lawsuit by the board.

NCUA, an Alexandria, Virginia-based federal agency responsible for
recovering losses to minimize costs to its industry-funded
stabilization fund, sued units of Royal Bank of Scotland Plc,
JPMorgan Chase & Co. (JPM), Barclays Plc (BARC) and other banks,
claiming they used misleading documents to sell the securities to
credit unions that later failed, the Bloomberg report related.

"The court concludes that a stay is appropriate in each of these
cases," Lungstrum said in his order dated April 30, Bloomberg
cited.

RBS is appealing a July 2012 ruling by U.S. District Judge Richard
D. Rogers in Topeka, Kansas, the report said.  Lungstrum's order
cited Rogers's grounds for allowing RBS to take its appeal mid-
case to support his decision.

"The appeal may materially advance the ultimate termination of
expensive and complex litigation," Lungstrum said, Bloomberg
further related.

A second, related appeal is also before the Denver-based court,
Bloomberg noted.  Depending on how the appellate court rules, some
defendants may ultimately have all of the claims against them
dismissed, he said.

Lungstrum did allow the parties in the cases to finish filing
papers involving any pending bids to dismiss the lawsuits,
according to Bloomnerg.  On April 8 the judge narrowed the issues
in a case NCUA brought against Credit Suisse Securities (USA) LLC.

The case is National Credit Union Administration Board v. RBS
Securities Inc., 11-cv-02340, U.S. District Court, District of
Kansas (Kansas City).


* Conn. Judge Follows Majority on Repeat Filers and Stays
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a district judge in Connecticut adopted the majority
view and ruled that the failure to obtain an order within 30 days
of bankruptcy extending the automatic stay preserved the stay as
to property of the estate, although the stay evaporated as to the
bankrupt in Chapter 11.

The report recounts that an individual filed a Chapter 11 petition
less than one year after a Chapter 13 petition was dismissed.  As
a so-called repeat filer, the debtor filed a motion within three
days to extend the stay and avoid automatic termination of the
stay 30 days after filing under Section 362(c) of the Bankruptcy
Code.  The bankruptcy judge didn't complete the hearing within 30
days, believing it was unnecessary.  Several months after filing,
the bankruptcy judge extended the stay.

According to the report, on appeal, U.S. District Judge Stefan R.
Underhill from Bridgeport, Connecticut, upheld the bankruptcy
court "in substantial part," although on different grounds.
Following what he called the majority of courts, including two
district courts within the Second Circuit, Judge Underhill
concluded that the stay ended automatically after 30 days as to
the individual bankrupt because the stay hadn't been extended
under Section 362(c)(3).

The report notes that Judge Underhill read Section 362(c)(4) to
mean that the stay never ended as to property of the estate.
Thus, he said, it was unnecessary for the judge to rule about the
continuation of the stay to the extent of protecting property of
the estate.  Judge Underhill noted that some courts use Section
105 to protect individual bankrupts when, through no fault of
their own, there is no order within 30 days giving the individual
protection from the stay.

The U.S. Court of Appeals for the Second Circuit in Manhattan,
which covers Connecticut, New York and Vermont, hasn't decided the
issue, Underhill said.

The case is Chekroun v. Weil (In re Weil), 12-462, U.S. District
Court, District of Connecticut (Bridgeport).


* Lawyer With Flat Fee Sanctioned
---------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that charging a flat fee for handling a consumer
bankruptcy is permissible, although dangerous for the lawyer if
not done properly, as demonstrated in an opinion by U.S.
Bankruptcy Judge Bruce A. Markell from Las Vegas.

According to the report, Judge Markell, who will step down from
the bench in July to become a law professor, said that "the
practice of law is a professional service, not a prepackaged, one-
size-fits-all product."  He concluded that a fixed fee to provide
limited services may be used "only when it is reasonable to do so
under the circumstances, and only when the client gives informed
consent."

The report relates that because a Las Vegas bankruptcy lawyer
named Anthony J. DeLuca didn't properly explain to a client what
he would and wouldn't do for a $2,000 flat fee, Judge Markell hit
him with sanctions in the 92-page opinion handed down April 9.  An
individual saddled with a judgment for filing a lawsuit in bad
faith sought out a bankruptcy lawyer to halt the judgment creditor
from garnishing his wages.  At the initial meeting, the lawyer saw
the judgment was in favor of a hospital and assumed it represented
medical bills easily erased in bankruptcy.

According to Judge Markell, the lawyer failed to investigate
further, where he would have seen the hospital was likely to file
suit claiming the debt shouldn't be wiped out in bankruptcy.

The lawyer, the report discloses, gave the bankrupt a 19-page
retainer agreement specifying a $2,000 flat fee.  The retainer
agreement, incorporating what's known as unbundling fee
provisions, said there would be additional charges for certain
types of services, including non-dischargeability disputes.  When
the hospital sued to keep the debt alive, the lawyer refused to
represent the bankrupt without additional payment.  Not able to
pay more for a lawyer, the bankrupt was forced to represent
himself in the non-dischargeability suit and eventually settled.

Judge Markell, according to the report, concluded that the lawyer
violated several Nevada ethical rules.  He directed the lawyer to
repay the entire fee, take 15 hours of legal education, and give
the opinion to every client in the next two years who needs legal
services not covered by the flat fee.  Rather than impose monetary
sanctions beyond fee disgorgement, Judge Markell will have the
opinion published if the ruling is upheld on appeal.

The report discloses that most of Judge Markell's opinion is
devoted to an analysis of when a flat fee is permissible and when
it violates ethical rules.  In the particular case, unbundling
wasn't reasonable because the only reason for bankruptcy was to
discharge the judgment the lawyer should have known would survive
bankruptcy.  He also said the bankrupt didn't give informed
consent in signing the engagement agreement because the lawyer
never explained what it meant in the particular client's
circumstances.

The case is Dignity Health v. Seare (In re Seare), 12-01108, U.S.
Bankruptcy Court, District of Nevada (Las Vegas).


* Waller Adds 17 New Attorneys in Nashville, Birmingham Offices
---------------------------------------------------------------
Waller, Nashville's oldest and largest law firm, on May 1
announced the addition of 17 new attorneys to the following key
practice groups:

        --  Corporate (one partner and four associates);
        --  Finance & Restructuring (two associates);
        --  Healthcare (four associates);
        --  Real Estate (one Of Counsel and two associates);
        --  Trial & Appellate (one partner and two associates).

"Over the last few months, our roster of attorneys has become
deeper and stronger than ever before as we continue to grow our
core practice groups at Waller," said John Tishler, chairman of
Waller.  "It is exciting to see that we are not only attracting
attorneys from the best law schools in the Southeast, but also
from iconic institutions like Harvard and Stanford.  We look
forward to their contributions and leadership as we continue to
expand our firm here in Nashville and Birmingham."

CORPORATE Mark Folk joins Waller as a partner with more than 25
years of experience.  Mr. Folk focuses primarily on assisting
healthcare providers as they establish new strategic partnerships,
restructure lines of service and solidify capital for operations
in response to the Affordable Care Act.  Prior to joining Waller,
Folk was partner and co-chair of the healthcare department for
Partner Shutts & Bowen, LLP, in Fort Lauderdale, Fla. Folk earned
his J.D. from Stanford Law School and his B.A., magna cum laude,
from Harvard College.

G. Tyson Bickley joins Waller as an associate.  Mr. Bickely
assists clients in a wide range of industries, including
healthcare, practicing in the areas of mergers and acquisitions,
joint ventures, venture capital financing and securities.
Mr. Bickley earned his J.D. from the University of Georgia School
of Law and his B.S., with honors, from University of Alabama.

Brent Moreland joins Waller as an associate practicing in
corporate matters, including mergers and acquisitions and
securities.  Mr. Moreland earned his J.D., with honors, from the
University of Tennessee College of Law where he worked as the
publications editor of Tennessee Journal of Law and Policy.
Moreland also earned his B.S., magna cum laude, from University of
Tennessee.

Trevor Sava joined Waller as an associate in 2012 and has
practiced in the areas of mergers and acquisitions, strategic
business transactions and governance issues.  Mr. Sava represents
clients, ranging from public companies to start-ups, in the
healthcare industry as well as manufacturing and technology
industries.  Prior to joining Waller, Mr. Sava was an associate at
McDonald Hopkins, LLC, in Cleveland, Ohio.  Mr. Sava earned his
J.D. from Tulane University Law School/Harvard University Law, his
M.B.A. from Case Western Reserve University, and his B.S., magna
cum laude, from Auburn University.

Lin Ye joins Waller as an associate, advising healthcare clients
in mergers and acquisitions and joint ventures.  Prior to joining
Waller, Ms. Ye was an associate at Butler Snow/Miller & Martin,
LLC, in Nashville, Tenn.  Ms. Ye earned her J.D. from the
University of Tennessee College of Law and her Bachelor of Law and
Masters of Law from China University of Political Science and Law.

FINANCE & RESTRUCTURING Blake Roth joins Waller as an associate,
practicing in the areas of commercial litigation, bankruptcy
litigation and distressed debt for a variety of financial
institutions.  Previously, Mr. Roth was an associate at Duane
Morris, LLP, in Philadelphia, Pa.  Mr. Roth earned his J.D., cum
laude, from the Earle Mack School of Law at Drexel University, and
his B.A., magna cum laude, from University of Tennessee.

Dustin Timblin joins Waller as an associate, assisting clients
primarily in the healthcare industry in financing and bankruptcy
matters.  Prior to joining Waller, Mr. Timblin was an associate at
Allen & Overy, LLP, in New York, N.Y.  Mr. Timblin earned his
J.D., with honors, from Vanderbilt University Law School, where he
was associate editor of the Vanderbilt Law Review.  Mr. Timblin
earned his B.S., summa cum laude and as a member of the honors
program, from Tennessee Technological University.

HEALTHCARE Cory Brown joins Waller as an associate, assisting
healthcare clients in regulatory compliance, including Federal and
State physician self-referral laws, Stark and anti-kickback laws
and HIPAA.  Prior to joining Waller, Mr. Brown was an associate at
Rainey, Kizer, Reviere & Bell, PLC, in Memphis, Tenn.  Mr. Brown
earned his J.D., cum laude, from the Cecil C. Humphreys School of
Law at University of Memphis, where he was a member of the Memphis
Law Review editorial board and a recipient of Cecil C. Humphreys
Law Fellowship.  Mr. Brown earned his M.A. in linguistics from
University of Memphis and his B.S. from University of Tennessee.

Caitlyn W. Davie joins Waller as an associate, assisting
healthcare clients with Medicare and Medicaid participation
requirements, facility licensure requirements and federal and
state anti-kickback and self referral laws.  Ms. Davie also
assists clients with regulatory aspects of healthcare mergers,
syndications, joint ventures, divestitures and restructuring,
Davie earned her J.D. from Vanderbilt University Law School, and
her B.A., cum laude, from California State University, Fullerton.

Mike Dreyfuss joins Waller as an associate and a member of the
healthcare regulatory team.  Mr. Dreyfuss' practice focuses on
healthcare transactions, state licensure, certification issues,
Certificate of Need (CON) applications, as well as Medicare
enrollment and reimbursement matters.  Prior to joining Waller,
Mr. Dreyfuss worked as an EMT and was a member of the U.S. Peace
Corps. in Ghana, West Africa where he become a tribal sub-chief.
Mr. Dreyfuss earned his J.D. from Vanderbilt University Law
School, and his B.A. from James Madison University.

Kevin Page joins Waller as an associate, focusing on Medicare and
Medicaid billing and reimbursement, HIPAA privacy and security
issues, and Stark and anti-kickback compliance.  Mr. Page also
assists healthcare clients in transactional matters, including
mergers and acquisitions and joint ventures.  Previously, Page was
an associate at Wagner, Myers & Sanger, PC, in Knoxville, Tenn.
Page earned his J.D., magna cum laude, from the University of
Tennessee College of Law, and his B.S., summa cum laude, from
Louisiana State University.

REAL ESTATE David P. Wright joins Waller as an Of Counsel with the
firm.  With over a decade of experience in the real estate field,
David assists clients in a variety of complex transactions,
including leasing, acquisition, disposition, financing and
development.  Previously, Mr. Wright was an associate at Wagner,
Myers & Sanger, PC, in Knoxville, Tenn.  Mr. Wright earned his
J.D., cum laude, from the University of Tennessee College of Law,
and his B.B.A. in banking and managerial finance, magna cum laude,
from University of Mississippi.

Lida Greist joins Waller as an associate in the real estate
practice group.  Prior to joining Waller, Mr. Greist was an
associate at Lewis, King, Krieg & Waldrop, PC, in Knoxville,
Tenn., as well as an assistant property manager at Carter and
Associates in Atlanta, Ga. Greist earned her J.D. from the
University of Tennessee College of Law and B.A., magna cum laude,
from Kenyon College.

Erin Hughes joins Waller as an associate, focusing on assisting
healthcare companies in leasing and transactional matters.  Prior
to joining Waller, Ms. Hughes was an associate at Farris, Bobango,
Branan, PLC, in Memphis, Tenn., and also worked real estate
development. Hughes earned her J.D., magna cum laude, from the
Cecil C. Humphreys School of Law at University of Memphis and
B.S., magna cum laude, from University of Tennessee.

TRIAL & APPELLATE Rebecca Pritchett, joining Waller as a partner,
is a prominent environmental attorney who was formerly principal
of Pritchett Environmental & Property Law LLC.  Previously,
Pritchett served as chair of the environmental practice at Sirote
& Permutt, P.C. A national expert in environmental and natural
resources law, Ms. Pritchett has been listed in The Best Lawyers
in America and Alabama Super Lawyers for the past five years.  She
earned her J.D. from University of Oregon School of Law and her BS
in Journalism, cum laude, from the University of Southern
Mississippi, where she was recently elected to the Foundation
Board.

Alexandra Lee joins Waller as an associate, representing clients
at both the trial and appellate levels of state and federal courts
in general litigation, labor and employment, government
investigations and white collar matters.  Prior to joining Waller,
Ms. Lee represented clients in appeals to the Supreme Court of the
United States and arbitrations, and managed lobbying efforts.
Ms. Lee earned her J.D. from Harvard Law School, where she worked
at the Harvard Negotiation Law and Review and BlackLetter Law
Journal.  She earned her B.A., magna cum laude, from Spelman
College.

Todd Hambidge joins Waller as an associate in the firm's
litigation and dispute resolution practice. While working as a
senior associate at Fulbright & Jaworski, LLP, in New York, N.Y.,
Mr. Hambidge was recognized by SuperLawyers as one of New York
Metro's Rising Stars in 2011 and 2012.  Mr. Hambidge earned his
J.D., with honors, from Vanderbilt University Law School and his
B.A., magna cum laude, from DePauw University.

                          About Waller

Waller -- http://www.wallerlaw.com-- is headquartered in
Nashville, Tennessee with offices in Birmingham, Alabama and
Austin, Texas.  With approximately 200 attorneys, Waller helps
clients navigate a diverse range of complex transactional,
regulatory and litigation issues across myriad industries.  Waller
is Nashville's oldest and largest law firm.  Founded in 1905,
Waller has client relationships spanning decades because time and
again, clients come for the lawyer and stay for the firm.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re James Barkley
   Bankr. N.D. Ala. Case No. 13-40790
      Chapter 11 Petition filed April 23, 2013

In re PCH USA 26, LLC
   Bankr. C.D. Cal. Case No. 13-20589
     Chapter 11 Petition filed April 23, 2013
         See http://bankrupt.com/misc/cacb13-20589.pdf
         Filed pro se

In re Vanessa White
   Bankr. C.D. Cal. Case No. 13-20627
      Chapter 11 Petition filed April 23, 2013

In re Litter Control, Inc.
   Bankr. N.D. Ga. Case No. 13-58855
     Chapter 11 Petition filed April 23, 2013
         See http://bankrupt.com/misc/ganb13-58855.pdf
         represented by: Jerry A. Daniels, Esq.
                         Jerry A. Daniels, LLC
                         E-mail: jerry@danielstaylor.com

In re HRP II, LLC
   Bankr. N.D. Ind. Case No. 13-21357
     Chapter 11 Petition filed April 23, 2013
         See http://bankrupt.com/misc/innb13-21357p.pdf
         See http://bankrupt.com/misc/innb13-21357c.pdf
         represented by: William H. O'Toole, Esq.
                         William H. O'Toole & Associates
                         E-mail: sirwilfrid@gmail.com

In re Clifford Newman
   Bankr. S.D. Iowa Case No. 13-1171
      Chapter 11 Petition filed April 23, 2013

In re Good Shepherd Rehabilitation Institute, Inc.
   Bankr. D. Nev. Case No. 13-13481
     Chapter 11 Petition filed April 23, 2013
         See http://bankrupt.com/misc/nvb13-13481.pdf
         represented by: Dan M. Winder, Esq.
                         Law Office of Dan M. Winder, P.C.
                         E-mail: winderdandocket@aol.com

In re GS Integrated Healthcare Systems LLC
        dba Good Shepherd Home Health Services
   Bankr. D. Nev. Case No. 13-13482
     Chapter 11 Petition filed April 23, 2013
         See http://bankrupt.com/misc/nvb13-13482.pdf
         represented by: Dan M. Winder, Esq.
                         Law Office of Dan M. Winder, P.C.
                         E-mail: winderdandocket@aol.com

In re Steven McKee
   Bankr. D. Nev. Case No. 13-13465
      Chapter 11 Petition filed April 23, 2013

In re Global Tech Systems, Inc.
        aka GTS
   Bankr. D.N.M. Case No. 13-11396
     Chapter 11 Petition filed April 23, 2013
         See http://bankrupt.com/misc/nmb13-11396.pdf
         represented by: Louis Puccini, Jr., Esq.
                         Puccini & Meagle, LLC
                         E-mail: puccinilaw@puccinilaw.com

In re Advanced Family Medical Center LLC
   Bankr. S.D. Ohio Case No. 13-11946
     Chapter 11 Petition filed April 23, 2013
         See http://bankrupt.com/misc/ohsb13-11946.pdf
         represented by: Myron N. Terlecky, Esq.
                         Strip Hoppers Leithart McGrath &
                         Terlecky Co., LPA
                         E-mail: mnt@columbuslawyer.net

In re Easthaven Townhomes, LLC
   Bankr. S.D. Ohio Case No. 13-53246
     Chapter 11 Petition filed April 23, 2013
         See http://bankrupt.com/misc/ohsb13-53246.pdf
         represented by: J. Matthew Fisher, Esq.
                         Allen, Kuehnle Stovall & Neuman LLP
                         E-mail: fisher@aksnlaw.com

In re Wabash Court Apartments, LLC
   Bankr. S.D. Ohio Case No. 13-53244
     Chapter 11 Petition filed April 23, 2013
         See http://bankrupt.com/misc/ohsb13-53244.pdf
         represented by: J Matthew Fisher, Esq.
                         Allen, Kuehnle Stovall & Neuman LLP
                         E-mail: fisher@aksnlaw.com

In re C. Hobe
   Bankr. E.D. Pa. Case No. 13-13575
      Chapter 11 Petition filed April 23, 2013

In re Mike's Open Face Breakfast, Inc.
   Bankr. E.D. Pa. Case No. 13-13583
     Chapter 11 Petition filed April 23, 2013
         See http://bankrupt.com/misc/paeb13-13583.pdf
         represented by: Hae Yeon Baik, Esq.
                         Baik & Associates PC
                         E-mail: haeyeon.baik@verizon.net

In re Gerardo Bou Rivera
   Bankr. D.P.R. Case No. 13-3160
      Chapter 11 Petition filed April 23, 2013

In re Industrial Scrap Materials, Inc.
   Bankr. N.D. Tex. Case No. 13-41819
     Chapter 11 Petition filed April 23, 2013
         See http://bankrupt.com/misc/txnb13-41819.pdf
         represented by: Stephen Michael Stasio, Esq.
                         Stasio & Stasio
                         E-mail: steve.stasio@stasiolawfirm.com

In re Monitor, Inc.
   Bankr. E.D. Tex. Case No. 13-41030
     Chapter 11 Petition filed April 23, 2013
         See http://bankrupt.com/misc/txeb13-41030.pdf
         represented by: Reedy Macque Spigner, Esq.
                         Spigner & Associates, PC
                         E-mail: spigner@glocktech.net

In re Roger Willette
   Bankr. S.D. Tex. Case No. 13-32377
      Chapter 11 Petition filed April 23, 2013

In re Mark Staires
   Bankr. W.D. Tex. Case No. 13-70054
      Chapter 11 Petition filed April 23, 2013
In re Michael Nielsen
   Bankr. D. Ariz. Case No. 13-06615
      Chapter 11 Petition filed April 24, 2013

In re Bartolomeo Del Duca
   Bankr. D. Ariz. Case No. 13-06700
      Chapter 11 Petition filed April 24, 2013

In re Sergio Miranda
   Bankr. C.D. Cal. Case No. 13-20738
      Chapter 11 Petition filed April 24, 2013

In re Serena King
   Bankr. M.D. Fla. Case No. 13-02510
      Chapter 11 Petition filed April 24, 2013

In re Alan Kelman, DDS, P.A.
   Bankr. S.D. Fla. Case No. 13-19246
     Chapter 11 Petition filed April 24, 2013
         See http://bankrupt.com/misc/flsb13-19246.pdf
         represented by: Brian S. Behar, Esq.
                         BEHAR, GUTT & GLAZER, P.A.
                         E-mail: bsb@bgglaw.net

In re JMGC, Inc.
        dba Caruso Ristorante
        fka Caruso of Boca, Inc.
   Bankr. S.D. Fla. Case No. 13-19252
     Chapter 11 Petition filed April 24, 2013
         See http://bankrupt.com/misc/flsb13-19252.pdf
         represented by: Herbert W. Biggs, Esq.
                         LAW FIRM OF HERBERT W. BIGGS
                         E-mail: hwbseawatch@gmail.com

In re T-Bones Place, LLC
   Bankr. E.D. Okla. Case No. 13-80479
     Chapter 11 Petition filed April 24, 2013
         See http://bankrupt.com/misc/okeb13-80479.pdf
         represented by: Gerald R. Miller, Esq.
                         GERALD R. MILLER, P.C.
                         E-mail: jody2@gmillerpc.com

                                - and ?

                         Thomas E. Schafer, III, Esq.
                         E-mail: tomschafer37@icloud.com

In re Thomas Ives
   Bankr. E.D. Pa. Case No. 13-13625
      Chapter 11 Petition filed April 24, 2013

In re Thomas Kelly
   Bankr. M.D. Tenn. Case No. 13-03581
      Chapter 11 Petition filed April 24, 2013

In re James Rollins
   Bankr. M.D. Tenn. Case No. 13-03582
      Chapter 11 Petition filed April 24, 2013

In re Sam Vinson
   Bankr. M.D. Tenn. Case No. 13-03616
      Chapter 11 Petition filed April 24, 2013

In re American Biomedical Associates, Inc.
   Bankr. C.D. Cal. Case No. 13-20810
     Chapter 11 Petition filed April 25, 2013
         See http://bankrupt.com/misc/cacb13-20810.pdf
         represented by: Paul C. Nguyen, Esq.
                         NHT Law Group APLC
                         E-mail: pcnguyen@nhtlaw.com

In re Brighter Future Learning Center, LLC
   Bankr. D. Colo. Case No. 13-16789
     Chapter 11 Petition filed April 25, 2013
         See http://bankrupt.com/misc/cob13-16789.pdf
         represented by: Mark D. Zimmerman, Esq.
                         E-mail: nordichawk@juno.com

In re Features Costumes, Inc.
   Bankr. M.D. Fla. Case No. 13-05387
     Chapter 11 Petition filed April 25, 2013
         See http://bankrupt.com/misc/flmb13-5387.pdf
         represented by: Sheila D. Norman, Esq.
                         Norman and Bullington, P.A.
                         E-mail: sheila@normanandbullington.com

In re Sriram Srinivasan
   Bankr. S.D. Fla. Case No. 13-19419
      Chapter 11 Petition filed April 25, 2013

In re Red Barn Motors, Inc.
   Bankr. M.D. La. Case No. 13-10548
     Chapter 11 Petition filed April 25, 2013
         See http://bankrupt.com/misc/lamb13-10548p.pdf
         See http://bankrupt.com/misc/lamb13-10548c.pdf
         represented by: Arthur A. Vingiello, Esq.
                         Steffes, Vingiello & McKenzie, LLC
                         E-mail: avingiello@steffeslaw.com

In re LandRock Corporation
        dba American Burger Bar - Minneapolis
          dba American Burger Bar
   Bankr. D. Minn. Case No. 13-32013
     Chapter 11 Petition filed April 25, 2013
         See http://bankrupt.com/misc/mnb13-32013.pdf
         represented by: Steven B. Nosek, Esq.
                         E-mail: snosek@visi.com

In re Mark Muck
   Bankr. D. Minn. Case No. 13-32040
      Chapter 11 Petition filed April 25, 2013

In re Troy Martinez
   Bankr. D. Nev. Case No. 13-13587
      Chapter 11 Petition filed April 25, 2013

In re Deanco Services, Inc.
   Bankr. S.D.N.Y. Case No. 13-35923
     Chapter 11 Petition filed April 25, 2013
         See http://bankrupt.com/misc/nysb13-35923.pdf
         represented by: Lewis D. Wrobel, Esq.
                         E-mail: lewiswrobel@verizon.net

In re Taste Wine & Spirits, Inc.
        dba Columbia Wine Co.
   Bankr. S.D.N.Y. Case No. 13-11295
     Chapter 11 Petition filed April 25, 2013
         See http://bankrupt.com/misc/nysb13-11295.pdf
         represented by: Paul D. Feinstein, Esq.
                         E-mail: paulfeinstein@optonline.net

In re Mark Rearick
   Bankr. W.D. Pa. Case No. 13-21792
      Chapter 11 Petition filed April 25, 2013

In re Genesis Producing Company, L.P.
   Bankr. S.D. Tex. Case No. 13-32422
     Chapter 11 Petition filed April 25, 2013
         See http://bankrupt.com/misc/txsb13-32422.pdf
         represented by: Margaret Maxwell McClure, Esq.
                         Law Office of Margaret M. McClure
                         E-mail: margaret@mmmcclurelaw.com

In re Attalla Health Care, Inc.
   Bankr. N.D. Ala. Case No. 13-40817
     Chapter 11 Petition filed April 26, 2013
         See http://bankrupt.com/misc/alnb13-40817p.pdf
         See http://bankrupt.com/misc/alnb13-40817c.pdf
         represented by: Robert D. McWhorter, Jr., Esq.
                         INZER, HANEY, MCWHORTER & HANEY, LLC
                         E-mail: rdmcwhorter@bellsouth.net

In re Fat Cat's Cafe, Inc.
   Bankr. C.D. Cal. Case No. 13-11087
     Chapter 11 Petition filed April 26, 2013
         See http://bankrupt.com/misc/cacb13-11087.pdf
         represented by: Linda S. Blonsley, Esq.
                         BLONSLEY LAW
                         E-mail: lblonsley@blonsleylaw.com

In re Petrucelli Construction LLC
   Bankr. D. Conn. Case No. 13-30776
     Chapter 11 Petition filed April 26, 2013
         See http://bankrupt.com/misc/ctb13-30776.pdf
         represented by: Peter L. Ressler, Esq.
                         GROOB RESSLER & MULQUEEN
                         E-mail: ressmul@yahoo.com

In re Robert Mitchell
   Bankr. M.D. Fla. Case No. 13-02575
      Chapter 11 Petition filed April 26, 2013

In re SCG Realty Partners One, LLC
   Bankr. N.D. Ga. Case No. 13-21180
     Chapter 11 Petition filed April 26, 2013
         See http://bankrupt.com/misc/ganb13-21180.pdf
         represented by: W. Douglas Jacobson, Esq.
                         CUMMINGS & KELLEY, P.C.
                         E-mail: djacobson@cummingskelley.com

In re Charles Cole
   Bankr. D. Md. Case No. 13-17249
      Chapter 11 Petition filed April 26, 2013

In re Red Top Investments, LLC
   Bankr. D. Md. Case No. 13-17297
     Chapter 11 Petition filed April 26, 2013
         See http://bankrupt.com/misc/mdb13-17297.pdf
         represented by: James Greenan, Esq.
                         McNamee Hosea, P.A.
                         E-mail: jgreenan@mhlawyers.com

                                - and ?

                         Craig Palik, Esq.
                         MCNAMEE HOSEA, P.A.
                         E-mail: cpalik@mhlawyers.com

In re Rudy Hernandez
   Bankr. D. Nev. Case No. 13-13675
      Chapter 11 Petition filed April 26, 2013

In re 8214 Restaurant, LLC
        dba "Nouveau"
   Bankr. E.D.N.Y. Case No. 13-42509
     Chapter 11 Petition filed April 26, 2013
         See http://bankrupt.com/misc/nyeb13-42509.pdf
         represented by: Randall S. D. Jacobs, Esq.
                         RANDALL S. D. JACOBS, PLLC
                         E-mail: rsdjacobs@chapter11esq.com

In re Glenda Guntan
   Bankr. S.D.N.Y. Case No. 13-22649
      Chapter 11 Petition filed April 26, 2013

In re C. Clayton Walker, III, D.D. S., P.A.
        fdba Molar Holdings, LLC
   Bankr. E.D.N.C. Case No. 13-02708
     Chapter 11 Petition filed April 26, 2013
         See http://bankrupt.com/misc/nceb13-02708.pdf
         represented by: George M. Oliver, Esq.
                         OLIVER FRIESEN CHEEK, PLLC
                         E-mail: efile@ofc-law.com

In re Creekview, LLC
   Bankr. W.D.N.C. Case No. 13-10270
     Chapter 11 Petition filed April 26, 2013
         See http://bankrupt.com/misc/ncwb13-10270.pdf
         represented by: Edward C. Hay, Jr., Esq.
                         PITTS, HAY & HUGENSCHMIDT, P.A.
                         E-mail: ehay@phhlawfirm.com

In re Jose Llompart Prorrata
   Bankr. D.P.R. Case No. 13-03244
      Chapter 11 Petition filed April 26, 2013

In re Margery Rubin
   Bankr. E.D.N.Y. Case No. 13-72195
      Chapter 11 Petition filed April 27, 2013

In re Corey Amos
   Bankr. S.D. Miss. Case No. 13-1402
      Chapter 11 Petition filed April 27, 2013

In re Elisa Cedeno
   Bankr. C.D. Cal. Case No. 13-12908
      Chapter 11 Petition filed April 28, 2013

In re Beverly Shepard
   Bankr. N.D. Calif. Case No. 13-52321
      Chapter 11 Petition filed April 28, 2013

In re Chestnut Street Investments, Inc.
        dba In a Pigs Eye
   Bankr. D. Mass. Case No. 13-12448
     Chapter 11 Petition filed April 28, 2013
         See http://bankrupt.com/misc/mab13-12448.pdf
         represented by: Carmenelisa Perez-Kudzma, Esq.
                         Perez-Kudzma Law Office
                         E-mail: attorney.carmenelisa@gmail.com

In re Nicolas Mendoza
   Bankr. D.N.J. Case No. 13-19044
      Chapter 11 Petition filed April 28, 2013



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***