TCR_Public/130503.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, May 3, 2013, Vol. 17, No. 121

                            Headlines

1250 OCEANSIDE: Gelber Gelber Approved as General Counsel
1617 WESTCLIFF: Has Until June 3 to File Reorganization Plan
30DC INC: Refreshes Web Site to Tout Significant Progress
501 GRANT: Inks Stipulation Resolving Motion to Dismiss Case
ADVANCED INTERACTIVE: Gets OK for Sale Procedures

AHERN RENTALS: Can Hire GA Keen as Real Estate Advisor
ALVOGEN PHARMA: S&P Gives 'B-' Corp. Credit Rating; Outlook Stable
AMERICAN AIRLINES: Wins Nod to Reject WTC Lease
AMERICAN AIRLINES: Has More Time to Decide on O'Hare Leases
AMERICAN AIRLINES: Katz Bid to File Late Claim Denied

AMERICAN AIRLINES: Revises Terms of Deal With Rothschild
AMERICAN ROCK: S&P Revises Outlook to Stable & Affirms 'B-' CCR
AMPAL-AMERICAN: Bankruptcy Case Converted to Chapter 7
ARTE SENIOR: June 27 Hearing on Plan, Settlement
ATARI INC: Committee Begins Investigating Alden Loans

BANK OF THE CAROLINAS: Reports $434K Profit in First Quarter
BEALL CORP: Hires BizSellBrokers as Real Estate Broker
BEST BUY: Fitch Says European Exit Slight Credit Positive
BEST UNION: Can Hire Cushman & Wakefield as Broker
BG MEDICINE: Aspire Selling 4.1 Million Common Shares

BONDS.COM GROUP: Effecting 1-for-400 Reverse Stock Split
BRAFFITS CREEK: Section 341(a) Meeting Continued to May 9
CAMCO FINANCIAL: Earned $499,000 in First Quarter
CAPMARK FINANCIAL: Fillmore Capital Sues Over $220MM Mall Loan
CARAUSTAR INDUSTRIES: H.I.G. Capital Completes Acquisition

CELL THERAPEUTICS: Net Fin'l Standing at $26.6MM as of March 31
CENTERLINE FINANCIAL: S&P Withdraws 'BB' Issuer Credit Rating
CENTRAL EUROPEAN: Amends SPA to Reflect Amended Plan
CHRYSLER GROUP: S&P Affirms 'B+' CCR & Revises Outlook to Positive
COMARCO INC: Incurs $5.6 Million Net Loss in Fiscal 2013

CONSTELLATION BRANDS: S&P Rates $3.8-Bil. Secured Loans 'BB+'
CONTRACT RESEARCH: Can't Reject Portion of Golden Glades Lease
CPI CORP: Photo Studio Operator Files for Ch. 7 Liquidation
CYPRESS OF TAMPA: May 16 Hearing for Confirmation of Plan
DPL INC: S&P Raises Unsecured Debt Rating to 'BB'

DYNEGY INC: Posts $142-Mil. Net Loss in First Quarter
EAST END: Court Rejects 21 West Bid to Dismiss Case
EASTMAN KODAK: Earns $283 Million in First Quarter
EASTMAN KODAK: Plan May Be Amended for 2nd Lien Lenders
EASTMAN KODAK: EKRA Seeks Appointment of Retirees Committee

EASTMAN KODAK: Wins Court Approval of Kyocera Settlement
ECOSPHERE TECHNOLOGIES: Amends 2012 Annual Report
EDENOR SA: Argentina Court Rejects Appeal on Power Cuts Lawsuit
EDENOR SA: Shareholders Approve Reduction of Capital Stock
ELBIT VISION: Reports $824,000 Net Profit in 2012

EMISPHERE TECHNOLOGIES: Amends License Agreement with Novo
EMISPHERE TECHNOLOGIES: Rachesky Reports 48.1% Stake
ENGLOBAL CORP: Amends 2012 Annual Report
FHC HEALTH: Decline in LGD Rates Prompt Moody's to Lift Ratings
FIRST DATA: Incurs $337.4 Million Net Loss in First Quarter

FISHER ISLAND: 11th Cir. Dismisses Appeal on Bond Requirement
FNBH BANCORP: Amends 2012 Annual Report
FRIENDFINDER NETWORKS: Amends 2012 Annual Report
GASCO ENERGY: NYSE Files Form 25 with SEC
GRANITE DELLS: Swanson Estate Buys Prescott Land for $31.3MM

GSC GROUP: Testimony, Arguments End in Fee-Sharing Case
HOPKINS COUNTY HOSPITAL: Moody's Cuts $22.7MM Bonds Rating to Ba3
HOSTESS BRANDS: CEO's Anti-Union Talk Shows Silence Can Be Golden
ICEWEB INC: Amends 43 Million Common Shares Prospectus
IDERA PHARMACEUTICALS: Amends 2012 Annual Report

IMAGEWARE SYSTEMS: Amends 2012 Annual Report
INFINITY ENERGY: Malone Replaces EKS&H as Accountants
INFUSYSTEM HOLDINGS: Amends 2012 Annual Report
INTERLEUKIN GENETICS: Amends Annual Report for 2012
ION GEOPHYSICAL: Moody's Rates New $175-Mil. Notes 'B3'

ISTAR FINANCIAL: Incurs $41.3 Million Net Loss in First Quarter
IZEA INC: Chairman Expresses Displeasure, Resigns
J.C. PENNEY: Obtains $1.7 Billion Funding From Goldman Sachs
LA JOLLA: Had 22.1 Million Outstanding Shares at April 26
LANCASTER FINANCING: S&P Revises Ratings Outlook to Stable

LANCASTER FINANCING: S&P Affirms 'BB' Rating on Subordinate Bonds
LANDAMERICA FINANCIAL: Experian Lawsuit Violates Confirmed Plan
LANDRY'S INC: S&P Raises Term Loan Rating to 'BB-'
LED MEDICAL: Delays Filing of Fiscal Year 2012 Financial Results
LEXI DEVELOPMENT: Meland Russin Won't Be Paid Just Yet

LHC LLC: Ungaretti & Harris OK'd to Provide Services on Tax Issues
LHC LLC: Wells Fargo Wants Appointment of Chapter 11 Trustee
LIGHTSQUARED INC: Seeks More Time to Decide on 5 Leases
LNR PROPERTY: S&P Keeps BB- ICR & Removes Rating From CreditWatch
MEDICURE INC: Incurs $1.1 Million Net Loss in Fiscal Q3

MERISEL INC: Issues 17.5 Million Common Shares to Saints Capital
MF GLOBAL: Judge Vacates Monetary Sanction Against Coe
MOMENTIVE PERFORMANCE: Has $270-Mil. ABL Facility with JPMorgan
MORGANS HOTEL: Amends 2012 Annual Report
MPG OFFICE: Tender Offer Statement on Schedule TO

NORTEL NETWORKS: Appeal in $7.5B Cash Feud Sent to 3rd Circuit
NORTEL NETWORKS: Disabled Workers Await Final OK on $25MM Deal
NRG ENERGY: Moody's Confirms 'Ba3' Corp. Family Rating
OLYMPIC HOLDINGS: Court OKs Simon Resnik Hayes as Counsel
ORCKIT COMMUNICATIONS: Incurs $6.5 Million Net Loss in 2012

OVERLAND STORAGE: Amends 14.5 Million Shares Prospectus
PATIENT SAFETY: Amends 2012 Annual Report
PATRIOT COAL: CEO Says 88% of Retirees Didn't Work for Company
PINNACLE AIRLINES: to Cancel Contracts With Best Western, et al.
PINNACLE AIRLINES: Exits Chapter 11 as Delta Subsidiary

PLYMOUTH OIL: Plan Confirmation Hearing Set for May 10
PLZ AEROSCIENCE: S&P Assigns 'B' CCR & Rates Secured Loans 'B'
PORTER BANCORP: Incurs $524,000 Net Loss in First Quarter
PROQUEST LLC: S&P Affirms 'B-' Corp. Credit Rating
PULTEGROUP INC: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR

QUANTUM FUEL: Amends 2012 Annual Report
READER'S DIGEST: Deal with DirectSourcing, Sale Approved
REID PARK: Transwest's Plea to Reconsider Plan Confirmation Denied
RESIDENTIAL CAPITAL: May 14 Hearing on NJ Carpenters Class Suit
RESIDENTIAL CAPITAL: A. Pruitt Motion for Stay Relief Denied

RESIDENTIAL CAPITAL: Junior Noteholders Seek Plan-Filing Rights
REVEL AC: Suspending Filing of Reports with SEC
RG STEEL: Wants Caruso as Substitute Under PNC Trust Agreement
RHYTHM AND HUES: Committee Opposes Breakup Fee to JS Comms
RHYTHM AND HUES: Can Hire Stutman Treister as Counsel

ROTECH HEALTHCARE: Aims to Knock Out Official Equity Committee
SAN DIEGO HOSPICE: Scripps' $16.55MM Wins Auction
SCI REAL ESTATE: Judge Dismisses Clawback Suit v. Adelman et al.
SCOTTSDALE VENETIAN: Files List of Top Unsecured Creditors
SEAGATE TECHNOLOGY: Fitch Raises Issuer Default Rating From 'BB+'

SEMINOLE HARD: S&P Affirms 'BB' Issuer Credit Rating
SEVEN GENERATIONS: Moody's Rates New $250MM Senior Notes 'Caa1'
SIONIX CORP: Issues Convertible Promissory Notes
SMART ONLINE: Amends 2012 Annual Report
SOLAR POWER: Amends 2012 Annual Report

SOUTH GATE, CA: S&P Raises Long-Term Rating & SPUR From 'BB+'
SOUTH LOUISIANA ETHANOL: IPT's $812K Claim Secured
SPEEDEMISSIONS INC: Gerald Amato Quits as Director
SUMMER VIEW: Court Enters Final Decree Closing Chapter 11 Case
SUMTOTAL SYSTEMS: Leverage Increase No Impact on Moody's B2 CFR

SUNTECH POWER: Reports FY2012 Results; Restructuring Talks Ongoing
SWEPORTS LTD: Files List of Top Unsecured Creditors
TANGLEWOOD FARMS: Clawback Suit Against Meherrin Dismissed
THQ INC: WWE Incurs $3-Mil. Economic Loss on Bankruptcy

THQ INC: U.S. Trustee's KEIP Objection Filed
TOP SHIPS: Files Form 12b-25 Notification of Late Filing
TRANSATLANTIC PETROLEUM: NYSE MKT Accepts Listing Compliance Plan
TRI-VALLEY CORP: Court Dismisses Luna & Glushon Lawsuit
TRINITY COAL: Court Approves Amended CRO Employment Agreement

TRINITY COAL: Creditors Panel Has Issues with DIP Financing
TRITON AVIATION: Fitch Affirms 'C(sf)' Rating on 4 Note Classes
UNIGENE LABORATORIES: Amends 2012 Annual Report
UNITED REFINING: S&P Raises CCR to 'B+' & Rates $365MM Notes 'B+'
US STEEL: Fitch Affirms 'BB-' Issuer Default Rating

USEC INC: Amends 2012 Annual Report to Include Omitted Info
W.R. GRACE: K. Schieneman to Oversee Turnover of Docs to Garlock
W.R. GRACE: Reports on 1st Quarter 2013 Claims Settlements
W.R. GRACE: EPA Faulted for Montana Health Studies Delays
WATERSTONE AT PANAMA: Wants State Court Proceeding Dissolved

WAVE SYSTEMS: To Raise $3.2 Million in Registered Direct Offering
WENTWOOD BAYTOWN: Files Schedules of Assets and Liabilities
WENTWOOD BAYTOWN: Case Transferred to Judge Jeffrey Bohm
WEST PENN: Moody's Raises Rating on Series 2007 Bonds to 'Caa2'
WESTMORELAND COAL: Incurs $4.1 Million Net Loss in First Quarter

* $84M Claim Against Haynes & Boone Dismissed
* Banks Sued for $200MM Over Retiree Village Loans
* Schwab Sues BofA and Other Banks over Libor Manipulation
* California Cities See Revenue Boost but Budgets Remain Tight

* Fitch Publishes U.S. Retail Stats Quarterly for 2012 4th Quarter
* Fitch Says D&O Market Report Reveals Pricing Shift & Loss Trends
* Banks Resist Strict Controls of Foreign Bets

* BOOK REVIEW: Bankruptcy Crimes

                            *********

1250 OCEANSIDE: Gelber Gelber Approved as General Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii authorized,
on a final basis, 1250 Oceanside Partners, et al., to employ the
law firm of Gelber, Gelber & Ingersoll as general counsel.

As reported in the Troubled Company Reporter on March 12, 2013,
the Debtors said that GG&I has had considerable experience
involving reorganization under the Bankruptcy Code, and it is in
the best interest of their estates that GG&I be employed to
represent the Debtors.  The Debtors believe that GG&I is
disinterested within the meaning of Section 101(14) of the
Bankruptcy Code.

GG&I will apply for compensation and reimbursement of costs, at
its ordinary rates, as they may be adjusted from time to time.

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine LLC, and Pacific Star Company
LLC, owners of the 1,800-acre Hokuli'a luxury real estate
development near Kona on the island of Hawaii, sought Chapter 11
protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6,
2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were part
of his development "empire", which included developments in
Hawaii, Arizona, New Mexico and Scotland.  The secured lender,
Bank of Scotland, declared a default and obtained control of the
Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront on
the Kona coast, stopped after the developers were declared in
default under the loan.  Oceanside and Front Nine own most of the
land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as "Keopuka",
near Hokuli'a.  The Hokuli'a was to have 730 residential units, an
18-hole golf course, club and other amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.


1617 WESTCLIFF: Has Until June 3 to File Reorganization Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
last month signed a stipulation continuing 1617 Westcliff, LLC's
deadline to file a Chapter 11 plan until June 3, 2013.

The stipulation entered among the Debtor; Wells Fargo Bank, N.A.,
as Trustee for the Registered Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2004-C3, acting by and through its special
servicer; and buyer Burnham-Ward Properties LLC, also provides
that the parties' April 22, deadline to fully consummate and
close the sale of the property will be continued to May 10.

All other provisions of the sale order will remain in full force
and effect.

The parties entered into the stipulation believing that all
conditions for close of the sale will be met, or if they cannot be
met, the sale will be canceled by May 10.  If sale closes, the
Debtor anticipates that all creditors will be paid in full from
the proceeds, allowing for dismissal of the case and obviating the
need for a Chapter 11 plan and Disclosure Statement.

                       About 1617 Westcliff

1617 Westcliff, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-19326) on Aug. 2, 2012, in Santa
Ana, California.  The Debtor estimated assets of $10 million to
$50 million and liabilities of $1 million to $10 million.
Bankruptcy Judge Mark S. Wallace oversees the case.  D. Edward
Hays, Esq., at Marshack Hays LLP, serves as the Debtor's counsel.


30DC INC: Refreshes Web Site to Tout Significant Progress
---------------------------------------------------------
30DC, Inc., has launched a new corporate Web site.  The Web site
address -- http://www.30dcinc.com/-- has not changed; however,
visitors will find that the Web site incorporates a fresh, clean
look, and expands the amount of available information on the
Company including information pertaining to the Company's current
business model and corporate strategy.

According to the Company, 2012 was a year of significant progress,
which included the development, launch, and eventual full
acquisition of the MagCast platform and the Market ProMax online
marketing system.  Management believes the Company's Market ProMax
unit, acquired at the end of last year, has the potential to be an
important part of the company's growth expanding the company's
product portfolio and creating new business opportunities for the
Company's customers developing and marketing digital products.

"We are committed to educating web publishers of user generated
content 30DC's expanded products and services, and how they might
use those products for online success, said Ed Dale, CEO of 30DC.

Mr. Dale went on to elaborate further, "We developed this new Web
site to better serve our customers, investors and others
interested in 30DC with complete, accurate and up-to-date
information about our Company, and its business units.  We have
not only expanded the amount of information available on the web
site; we have also organized it for ease of access and clarified
it for ease of understanding."

Henry Pinskier, Chairman of 30DC, commented, "We are excited to
announce the launch of our new website that reflects not only the
spirit and vision of the company, but its growth and development
as well.  The site is the result of our continuing effort across
our organization to consolidate and brand all our business units
under the 30DC corporate umbrella, and to meet the diverse needs
of product users worldwide."

                          About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

The Company reported a net loss of $1.44 million for the fiscal
year ended June 30, 2011, following a net loss of $1.06 million in
fiscal 2010.

As reported in the TCR on Dec. 19, 2011, Marcum LLP, in New York,
expressed substantial doubt about 30DC's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2011.  The independent auditors noted that the
Company has had recurring losses, and has a working capital and
stockholders' deficiency as of June 30, 2011.

The Company's balance sheet at March 31, 2012, showed $1.82
million in total assets, $2.21 million in total liabilities and a
$394,450 total stockholders' deficiency.

The Company said in its quarterly report for the period ending
March 31, 2012, that if it is unable to raise additional capital
or encounters unforeseen circumstances, it may be required to take
additional measures to conserve liquidity, which could include,
but not necessarily be limited to, issuance of additional shares
of the Company's stock to settle operating liabilities which would
dilute existing shareholders, curtailing its operations,
suspending the pursuit of its business plan and controlling
overhead expenses.  The Company cannot provide any assurance that
new financing will be available to it on commercially acceptable
terms, if at all.  These conditions raise substantial doubt about
the Company's ability to continue as a going concern.


501 GRANT: Inks Stipulation Resolving Motion to Dismiss Case
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
early last month signed a stipulation that resolves the U.S.
Trustee's motion to convert, dismiss, or appoint a Chapter 11
trustee in the Chapter 11 case of 501 Grant Street Partners, LLC.
The stipulation provides that the Debtor must remain in full and
timely compliance with all of the U.S. Trustee guideline
requirements.

                        About 501 Grant

An involuntary Chapter 11 bankruptcy petition was filed against
501 Grant Street Partners LLC, based in Woodland Hills, California
(Bankr. C.D. Calif. Case No. 12-20066) on Nov. 14, 2012.

501 Grant Street Partners owns the Union Trust Building in
downtown Pittsburgh, Pennsylvania.  It sought Chapter 11
protection (Bankr. W.D. Pa. Case No. 12-23890) on Aug. 3, 2012, to
avert a sheriff sale of the building.  The August petition
estimated under $50,000 in both assets and debts.  In November
2012, U.S. Bankruptcy Judge Judith K. Fitzgerald dismissed 501
Grant Street Partners' Chapter 11 petition, paving for the sheriff
sale of the Union Trust Building on Jan. 7, 2013.

SA Challenger Inc., which acquired interest in the building's
mortgage by U.S. Bank, has sought to foreclose on the Debtor's
property.  SA Challenger is seeking to collect $41.4 million.
Earlier in November, at the lender's request, Judge Ward appointed
the real estate firm CBRE to serve as receiver for the building,
overseeing its operation and management until the sheriff sale
takes place.

The bankruptcy judge approved an involuntary Chapter 11 petition
for 501 Grant, entering an order for relief on Dec. 13, 2012.  The
petitioning creditors are Allied Barton Security Services LLC,
owed $960 for security services; Cost Company LP, $5,900 owed for
masonry work; and MSA Systems Integration Inc., owed $2,401 for
unpaid invoice.  Malhar S. Pagay, Esq., at Pachulski Stang Ziehl &
Jones LLP, represents the petitioning creditors.

Attorneys at Levene, Neale, Bender, Yoo & Brill LLP represent the
Debtor in the involuntary Chapter 11 proceeding.


ADVANCED INTERACTIVE: Gets OK for Sale Procedures
-------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that high-tech law
enforcement and military training systems provider Advanced
Interactive Systems Inc. on Wednesday received a Delaware
bankruptcy judge's approval to sell off its remaining assets in an
open auction.

According to the report, in an order green-lighting the sale
procedures, U.S. Bankruptcy Judge Mary F. Walrath instructed AIS
Chapter 7 trustee Jeoffrey L. Burtch of Cooch & Taylor to select a
potential stalking horse bidder.

The trustee's goal is to sell nearly all of the company's assets
through a U.S. Bankruptcy Code Section 363 sale, according to a
court papers, the report cited.

Advanced Interactive Systems Inc. filed a Chapter 7 petition
(Bankr. D. Del. Case No. 13-10517) on March 14, 2013.  The Debtor
estimated assets of $10 million to $50 million and liabilities of
at least $50 million.

The Debtor is represented by:

         Jason M. Madron, Esq.
         RICHARDS, LAYTON & FINGER, P.A.
         One Rodney Square
         P.O. Box 551
         Wilmington, DE 19899
         Tel: 302-651-7595
         Fax: 302-651-7701
         E-mail: madron@rlf.com


AHERN RENTALS: Can Hire GA Keen as Real Estate Advisor
------------------------------------------------------
Ahern Rentals Inc. sought and obtained permission from the U.S.
Bankruptcy Court to employ GA Keen Realty Advisors LLC to continue
to provide real estate advisory services.

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- offers rental equipment
to customers through its 74 locations in Arizona, Arkansas,
California, Colorado, Georgia, Kansas, Maryland, Nebraska, Nevada,
New Jersey, New Mexico, North Carolina, North Dakota, Oklahoma,
Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah,
Virginia and Washington.

Privately held Ahern Rentals filed a voluntary Chapter 11 petition
(Bankr. D. Nev. Case No. 11-53860) on Dec. 22, 2011, after failing
to obtain an extension of the Aug. 21, 2011 maturity of its
revolving credit facility.  In its schedules, the Debtor disclosed
$485.8 million in assets and $649.9 million in liabilities.

Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver and DLA Piper LLP (US) serve as the Debtor's
counsel.  The Debtor's financial advisors are Oppenheimer & Co.
and The Seaport Group.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.

Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.

Attorney for GE Capital is James E. Van Horn, Esq., at
McGuirewoods LLP.  Wells Fargo Bank is represented by Andrew M.
Kramer, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.
Allan S. Brilliant, Esq., and Glenn E. Siegel, Esq., at Dechert
LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

In December 2012, the Court terminated Ahern's exclusive right to
propose a plan, saying the company failed to negotiate in good
faith after a year in Chapter 11.  Certain holders of the Debtor's
9-1/4% senior secured second lien notes due 2013 proposed in
February their own Plan to complete with Ahern's proposal.  The
Noteholder Group consists of Del Mar Master Fund Ltd.; Feingold
O'Keeffe Capital, LLC; Nomura Corporate Research & Asset
Management Inc.; Och-Ziff Capital Management Group; Sphere
Capital, LLC - Series B; and Wazee Street Capital Management, LLC.
They are represented by Laurel E. Davis, Esq., at Fennemore Craig
Jones Vargas, Kurt A. Mayr, Esq., and Daniel S. Connolly, Esq., at
Bracewell & Giuliani LLP.

In March 2013, the Court approved disclosure materials explaining
both plans.  Ahern and the lenders both propose paying unsecured
claims in full.  The lenders' plan fully pays unsecured creditors
when the plan is implemented.  The Ahern plan pays them over a
year, thus giving unsecured creditors the right to vote only on
the Debtor's plan.

Ahern's Plan offers the junior lenders $160 million cash and new
debt if they accept the plan.  Otherwise, they are slated to
receive all new debt, for eventual full payment.  The lenders'
plan pays all creditors in full other than the $267.7 million in
second-lien debt that converts to equity.

Plan confirmation hearing has been set for June 3 to 5, 2013.


ALVOGEN PHARMA: S&P Gives 'B-' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to New Jersey-based Alvogen Pharma US Inc.
The outlook is stable.  At the same time, S&P assigned its 'B-'
issue-level rating to Alvogen's proposed $225 million term loan B.
The recovery rating is '4', indicating S&P's expectation for
average (30%-50%) recovery in the event of payment default.

"The rating on Alvogen reflects its "vulnerable" business risk
profile highlighted by its very short operating history, absence
of size and scale in the very competitive generic pharmaceutical
market, a research and development group that has been structured
as a legally separate entity, and low capacity utilization in its
contract manufacturing business," said credit analyst Michael
Berrian.  "We characterize the company's financial risk profile as
"aggressive".  Pro forma leverage is 4x and S&P expects leverage
to be sustained in the 4x-5x range over the near term.  Alvogen's
business segments consist of a contract manufacturing business
(37% of 2012 sales) and a generics business (63% of sales)."

The stable rating outlook reflects S&P's expectation that mid-
single-digit revenue growth and stable margins will result in
continued free cash flow generation.

S&P could lower the rating if a modest decline in revenue coupled
with margin contraction increases leverage to 5x or more,
resulting in a highly leveraged financial risk profile.  S&P do
not view this as likely, though, given the relatively large
decline in margin that would need to occur.

A higher rating is predicated on the company developing a longer
operating history with an ongoing, proven track record of
commercializing generic products.  This would strengthen S&P's
perception that Alvogen's business risk is weak, not vulnerable,
which S&P do not believe will occur over the next year.


AMERICAN AIRLINES: Wins Nod to Reject WTC Lease
-----------------------------------------------
AMR Corp. received the green light from the U.S. Bankruptcy Court
in Manhattan to reject a lease agreement with Wilmington Trust Co.

WTC administers the trust, which owns the equipment it leased out
to the company under the agreement.  The trust obtained ownership
of the equipment as part of a lease transaction entered into by
AMR and its subsidiaries with respect to an aircraft, which bears
U.S. Registration No. N90511.

                      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 More Time to Decide on O'Hare Leases
-----------------------------------------------------------
Judge Sean Lane gave AMR Corp. additional time to decide on
whether to assume or reject 11 contracts.  The contracts are
leases of non-residential real properties located at the Chicago
O'Hare International Airport.  The contracts are listed at
http://is.gd/OImewD

                      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: Katz Bid to File Late Claim Denied
-----------------------------------------------------
Judge Sean Lane denied the request of Ronald A. Katz Technology
Licensing L.P. to allow the filing of its claim against American
Airlines Inc.

In an 11-page memorandum decision, the bankruptcy judge said the
company did not meet the excusable neglect standard to permit the
late filing of its claim.

"The court finds that [Katz] has received actual notice of the
bar date, and has failed to demonstrate that its late-filed claim
was the product of excusable neglect," Judge Lane said.

Katz filed the claim based on a 2006 patent-infringement lawsuit
it filed against American Airlines in a district court in
Texas.  The case was transferred to another court in California
for pretrial multi-district litigation.  It remains stayed as a
result of American Airlines' bankruptcy filing in 2011.

                      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: Revises Terms of Deal With Rothschild
--------------------------------------------------------
AMR Corp. asked Judge Sean Lane to approve changes to the terms
of its letter agreement with Rothschild Inc.

Pursuant to the revised terms, Rothschild will receive a new
capital fee equal to 1% of any senior secured debt raised other
than aircraft or equipment financing, provided, it won't exceed
$10 million.  The fee will be paid at closing of the financing.

Rothschild has no obligation to credit the new capital fee
against the so-called "completion fee," which the firm will
receive on the earlier of confirmation and effectiveness of AMR's
restructuring plan.

A court hearing is scheduled for May 9.  Objections were 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 ROCK: S&P Revises Outlook to Stable & Affirms 'B-' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Mount Morris, N.Y.-based American Rock Salt Co. LLC
(ARS) to stable from negative.  At the same time, S&P affirmed its
ratings on the company, including the 'B-' corporate credit
rating.

"The ratings affirmation and outlook revision reflects our view
that American Rock Salt's EBITDA is likely to recover meaningfully
during the next 12 months, supporting adequate liquidity levels
and the 'B-' corporate credit rating," said Standard & Poor's
credit analyst Gayle Podurgiel.

S&P's assessment of the company's financial risk profile remains
"highly leveraged", based on its view that credit measures will
remain weak, despite some improvement.  S&P continues to view ARS'
business risk profile as "vulnerable", considering the company's
small size, single-site operations, and the seasonal demand
characteristics of highway deicing salt, its primary product.

The stable rating outlook reflects S&P's view that the company
will maintain adequate liquidity for the next 12 to 18 months
while continuing to improve its EBITDA.  This assumes weather
patterns in line with historical averages.

S&P would consider a negative rating action if, over the next 12
months, ARS' liquidity deteriorated due to weaker-than-expected
operating performance amid a mild winter in its service area.
Specifically, S&P could lower the rating if it believed the
company were likely to violate its covenants or if its interest
coverage ratio fell below 1x.

A positive rating action is unlikely in the near term based on
S&P's expectation that American Rock Salt will remain highly
leveraged for the next several years.  However, S&P could raise
the rating if ARS achieved a sustainable improvement in credit
metrics, with leverage below 5x and FFO to debt above 12%.  Any
upgrade would likely be limited to one notch due to S&P's
assessment of the vulnerable business risk profile, which is
constrained by the company's limited diversity, seasonal demand,
and weather-related volatility.

ARS is the leading supplier of road deicing salt in western and
central New York and Pennsylvania, regions typically affected by
heavy lake-effect snow.


AMPAL-AMERICAN: Bankruptcy Case Converted to Chapter 7
------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge on Wednesday converted Ampal-American Israel
Corp.'s Chapter 11 bankruptcy to a Chapter 7 liquidation after
determining that the energy investment holding company does not
have sufficient cash to execute a reorganization plan.

According to the report, U.S. Bankruptcy Judge Stuart M. Bernstein
agreed with arguments made by Chapter 11 trustee Michael Luskin of
Luskin Stern & Eisler LLP at a hearing Wednesday morning. Luskin
told the judge that liquidating what few assets remain and
consolidating the claims litigation process through a Chapter 7
trustee was the best option, 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.


ARTE SENIOR: June 27 Hearing on Plan, Settlement
------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will convene
a hearing on June 27, 2013, at 9:30 a.m. to consider:

   -- the confirmation of the Plan of Reorganization for Arte
      Senior Living L.L.C.;

   -- the approval of the settlement with SMA Issuer I LLC;

   -- SMA Portfolio Owner L.L.C.'s motion for conditional
      dismissal of the Debtor's case; or for relief of the
      automatic stay.

Both the Debtor and SMA Issuer filed compelting Chapter 11 plans
for the Debtor.

In April, the parties reached a settlement.  Accordingly, the
Debotr is asking the Court to:

   a) approve that certain Compromise and Settlement Agreement
dated April 12, 2013, between, among others, the Debtor and SMA
Issuer I, LLC; and

   b) conditionally dismiss the bankruptcy case in conjunction
with the closing of the sale transaction contemplated in the
Settlement Agreement.

The Settlement Agreement provides for, among other things: (a) the
sale of the Debtor's property to The Reliant Group for a cash
payment of $30,000,000 and (b) the payment of a total of
$31,000,000 (from the sale proceeds and other, non-Debtor sources)
to SMA in full and final satisfaction of its claims against the
Debtor, the Debtor's property and the alleged guarantors of SMA's
claim against the Debtor.

The Settlement Agreement provides for certain time limits to
accomplish the consummation of the sale and the settlement payment
to SMA, including (a) the execution of a purchase agreement by
April 18, 2013, (b) the payment of certain non-refundable deposits
to SMA by May 14, and (c) the closing of the sale no later than
June 18.

                     About Arte Senior Living

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

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

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

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

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


ATARI INC: Committee Begins Investigating Alden Loans
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the official creditors' committee for Atari Inc. is
in the initial stages of an investigation that may lead to an
attack on the validity of claims now belonging to funds affiliated
with Alden Global Capital Ltd., the video-game maker's largest
creditor.

According to the report, Alden is Atari's post-bankruptcy lender,
primary shareholder of the bankrupt French parent Atari SA and a
major secured lender to the parent.  Through its secured status
against the parent, Alden controls the $275 million claim the
parent asserts against the U.S. company, according to the
committee's court filing.

The committee has been seeking information informally from Alden,
the parent and prior owners of the debt that Alden now controls.
The committee wants the bankruptcy court to compel the sharing of
electronically stored information such as e-mails.

The Alden loan financing the bankruptcy requires Atari to promptly
file a Chapter 11 plan or sell the business.

The U.S. company also challenged the secured status of the debt to
the parent and to Blue Ray Value Recovery (Master) Fund Ltd.
Otherwise, there is no secured debt, according to the U.S.
company's court filing.

                         Proofs of Claim

The bankruptcy judge set April 30, 2013, at  5 p.m., as the
deadline for any individual or entity to file proofs of claim
against Atari, Inc., et al.  The Court also set July 22, at 5
p.m., as governmental bar date.

                           About Atari

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

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

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

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

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


                           About Atari

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

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

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

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

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

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


BANK OF THE CAROLINAS: Reports $434K Profit in First Quarter
------------------------------------------------------------
Bank of the Carolinas Corporation reported net income of $434,000
on $3.81 million of total interest income for the three months
ended March 31, 2013, as compared with a net loss of $2.47 million
on $4.54 million of total interest income for the same period
during the prior year.

The Company's balance sheet at March 31, 2013, showed $432.18
million in total assets, $422.91 million in total liabilities and
$9.26 million in total shareholders' equity.

President and CEO, Stephen R. Talbert, said, "We are proud of the
progress we have made and we will continue to work diligently for
our shareholders."

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

                        http://is.gd/43Jxjk

                     About Bank of the Carolinas

Mocksville, North Carolina-based Bank of the Carolinas Corporation
was formed in 2006 to serve as a holding company for Bank of the
Carolinas.  The Bank's primary market area is in the Piedmont
region of North Carolina.

Bank of the Carolinas disclosed a net loss available to common
stockholders of $5.53 million in 2012, a net loss available to
common stockholders of $29.18 million in 2011 and a net loss
available to common stockholders of $3.56 million in 2010.  The
Company's balance sheet at Dec. 31, 2012, showed $437.39
million in total assets, $428.32 million in total liabilities and
$9.06 million in total stockholders' equity.

Turlington and Company, LLP, in Lexington, North Carolina, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring credit
losses that have eroded certain regulatory capital ratios.  As of
Dec. 31, 2012, the Company is considered undercapitalized based on
their regulatory capital level.  This raises substantial doubt
about the Company's ability to continue as a going concern.


BEALL CORP: Hires BizSellBrokers as Real Estate Broker
------------------------------------------------------
Beall Corporation asks the U.S. Bankruptcy Court for permission to
employ BizSellBrokers, Inc., dba Business Team, as real estate
broker.

The Debtor seeks to engage BizSellBrokers to assist the Debtor in
selling all tangible personal property located at the leased
office, manufacturing, sales, and service facilities of the Debtor
used in connection with the Beall Construction Division business,
which personal property excludes certain assets and is more fully
described in the Asset Purchase Agreement between ALF Acquisitions
LLC dated on or about April 1, 2013.

The Debtor seeks to compensate BizSellBrokers at a commission
rate of 13% of the gross sale price of the Property, with the
commission to be paid directly out of the proceeds from the sale
of the Property without the need for a fee application.

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

A hearing on the motion is set for May 7, 2013, at 10:30 a.m.

                   About Beall Corporation

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

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

Wabash National Corporation on Feb. 4, 2012, successfully closed
on its acquisition of certain assets of Beall's tank and trailer
business for $15 million.

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


BEST BUY: Fitch Says European Exit Slight Credit Positive
---------------------------------------------------------
Best Buy Co, Inc.'s planned sale of its 50% interest in Best Buy
Europe is viewed by Fitch Ratings as a slight credit positive. The
sale of its interest in Best Buy Europe will enable Best Buy's
management to focus on strengthening its core North American
business, enhancing its liquidity, and modestly reducing its
financial leverage.

Best Buy plans to sell its interest in the joint venture it
created in 2008 with Carphone Warehouse Group plc (CPW) to CPW for
$775 million. CPW entered into the Best Buy Europe joint venture
in June 2008, paying $2.25 billion for a 50% interest. The sale
will generate pretax proceeds of $775 million. In addition, Best
Buy will pay CPW $45 million to terminate obligations under
existing agreements and will take a noncash asset impairment
charge of approximately $200 million.

In the fiscal year ending February 2013, Best Buy Europe generated
revenues of $5.6 billion (or 11.2% of Best Buy's total volume),
had an estimated EBITDA of $300 million to $325 million, an
estimated rent expense of around $225 million, and $596 million in
debt outstanding as of February 2013. Based on this, we estimate
that the sale of Best Buy Europe will reduce Best Buy's leverage
(lease-adjusted debt/EBITDA) by 0.2x-0.3x from a reported 3.2x as
of Feb. 2, 2013.

"However, we note that our EBITDA and rent expense estimates were
prepared using CPW financials that are based on IFRS accounting
and could therefore be materially different from the numbers
recognized under GAAP accounting. As disclosed in the company's
press release, Best Buy expected revenues of $5.5 billion to $5.6
billion and adjusted non-GAAP earnings per share to be immaterial
from Best Buy Europe in 2013. Therefore, the impact to leverage
could be slightly better or worse than our expectations," Fitch
says.

"In 2012, Best Buy's revenues declined by 1%, EBITDA declined by
24% to $2.5 billion, and adjusted leverage increased to 3.2x
versus the mid-2.0x range the company maintained between 2009 and
2011. We expect top line and EBITDA to remain under pressure as we
continue into 2013. Fitch believes that, despite having dominant
market shares in many categories, it could be difficult and
expensive for Best Buy to retain its current market share as
price-conscious consumers gravitate toward the lowest prices
within the online and brick and mortar channels."

Fitch rates Best Buy's Issuer Default Rating (IDR) at 'BB-', with
a Negative Rating Outlook. Best Buy faces competitive headwinds
that are pressuring comparable store sales, profitability, and its
credit profile.


BEST UNION: Can Hire Cushman & Wakefield as Broker
--------------------------------------------------
The Best Union sought and obtained Court permission to employ
Cushman & Wakefield as brokers for the sale of the property
located at 2934 E. Garvey Avenue S, West Covina, CA 91791-1221 and
as leasing agent for the same location.

James McFadden of Cushman & Wakefield will be the representative
assigned to the case.

Based on the Exclusive Sales Agency Contract, broker's fees are
3% of total gross sales price, if there is no outside broker
representing the buyer.  In the event there is an outside broker
the Broker's commission shall be 2% with 2% to the outside broker.
The commission shall be earned at the time of closing.

To the best of Debtor's knowledge, the Broker holds no interest
adverse to the estate.

                       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.


BG MEDICINE: Aspire Selling 4.1 Million Common Shares
-----------------------------------------------------
BG Medicine, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement covering the sale of
an aggregate of 4,106,071 shares of the Company's common stock,
$0.001 par value per share, by Aspire Capital Fund, LLC.

The prices at which Aspire may sell the shares of Common Stock
will be determined by the prevailing market price for the shares
or in negotiated transactions.  The Company will not receive
proceeds from the sale of the shares by the Aspire Stockholder.
However, the Company may receive up to $12 million in gross
proceeds, from the sale of its Common Stock to the Selling
Stockholder, pursuant to a common stock purchase agreement entered
into with the Selling Stockholder on Jan. 24, 2013, or the
Purchase Agreement, after the registration statement, of which
this prospectus is a part, is declared effective.

The Selling Stockholder is an "underwriter" within the meaning of
the Securities Act of 1933, as amended.  The Company will bear all
reasonable expenses incident to the registration of the shares
under federal and state securities laws other than expenses
incident to the delivery of the shares to be sold by the Selling
Stockholder.

The Company's Common Stock is traded on the NASDAQ Global Market
under the symbol "BGMD".  On April 26, 2013, the closing sale
price of the Company's Common Stock on the NASDAQ Global Market
was $1.69 per share.

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

                       http://is.gd/DWLSwR

BG Medicine separately filed with the SEC a Form S-8 registration
statement to register 494,990 shares of common stock issuable
under the 2010 Employee, Director and Consultant Stock Plan
and the Company's 2010 Employee Stock Purchase Plan.  The proposed
maximum aggregate offering price is $851,382.  A copy of the
prospectus is available at http://is.gd/wsG61d

                         About BG Medicine

Waltham, Mass.-based BG Medicine is a diagnostics company focused
on the development and commercialization of novel cardiovascular
diagnostic tests to address significant unmet medical needs,
improve patient outcomes and contain healthcare costs.  The
Company is currently commercializing two diagnostic tests, the
first of which is the BGM Galectin-3 test, a novel assay for
measuring galectin-3 levels in blood plasma or serum for use as an
aid in assessing the prognosis of patients diagnosed with heart
failure.  The Company's second diagnostic test is the CardioSCORE
test, which is designed to identify individuals at high risk for
near-term, significant cardiovascular events, such as heart attack
and stroke.

BG Medicine reported a net loss of $23.8 million in 2012, compared
with a net loss of $17.6 million in 2011.  The Company's balance
sheet at Dec. 31, 2012, showed $15.2 million in total assets,
$14.9 million in total liabilities, and stockholders' equity of
$309,000.

At Dec. 31, 2012, the Company had cash and cash equivalents
totaling $12.8 million, restricted cash totaling $390,000 and
stockholders' equity of $309,000.  During the year ended Dec. 31,
2012, the Company incurred a net loss totaling $23.8 million and
used cash in operating activities totaling $21.3 million.  The
Company expects to continue to incur losses in the
commercialization of its cardiovascular diagnostic text and the
operations of its business and use cash in operating activities in
2013 and beyond.  "These circumstances may raise substantial doubt
about our ability to continue as a going concern."


BONDS.COM GROUP: Effecting 1-for-400 Reverse Stock Split
--------------------------------------------------------
Bonds.com Group, Inc., said that a 1-for-400 reverse split of its
common stock took effect at 7:00p.m. EDT on April 25, 2013.   The
Company's common stock will be quoted on the OTCQB on a split-
adjusted basis beginning on April 26, 2013, under the trading
symbol of "BDCGD," with the letter "D" added to the end of the
trading symbol for 20 trading days to indicate that the reverse
stock split has occurred.  After the 20 trading days, the symbol
will revert back to "BDCG."  The Company's common stock will also
trade under a new CUSIP number of 098003205 beginning tomorrow.

The Company's stockholders approved the 1-for-400 reverse stock
split at the Company's annual meeting of stockholders held on
Dec. 20, 2012.  Upon the effective time of the reverse stock
split, every 400 shares of the Company's issued and outstanding
common stock will be automatically combined and converted into one
issued and outstanding share of the Company's common stock.  The
reverse stock split will affect all issued and outstanding shares
of the Company's common stock, as well as all outstanding stock
options and other securities exercisable for, or convertible into,
the Company's common stock.  No fractional shares will be issued
in connection with the reverse stock split, and any stockholders
who would otherwise hold a fractional share of the Company's
common stock after the reverse stock split will receive a cash
payment in lieu of that fractional share.  The amount of that cash
payment will be determined by the closing market price of the
Company's common stock as reported on the OTCQB.

The Company's stockholders with shares of common stock held in
book-entry form or through a bank, broker or other nominee are not
required to take any action and should see the impact of the
reverse stock split reflected in their accounts shortly after
today.  Beneficial holders may contact their bank, broker or other
nominee for more information.

The Company's stockholders with shares of common stock held in
certificate form are required to exchange their stock certificates
to receive a new certificate representing the shares of common
stock resulting from the reverse stock split and any fractional
share payment they may be entitled to receive from the Company.
The Company's exchange agent, Corporate Stock Transfer, will be
sending to those stockholders instructions regarding the exchange
of stock certificates and the process for receiving any cash
payment for fractional shares.

Additional information about the reverse stock split can be found
at http://is.gd/CPGfVe

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

Bonds.com Group disclosed a net loss of $6.98 million in 2012, as
compared with a net loss of $14.45 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $7.99 million in total
assets, $9.82 million in total liabilities and a $1.82 million
total stockholders' deficit.

EisnerAmper LLP, in New york, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations, and a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


BRAFFITS CREEK: Section 341(a) Meeting Continued to May 9
---------------------------------------------------------
The U.S. Trustee for Region 17 continued the meeting of creditors
in the Chapter 11 case of Braffits Creek Estates LLC to May 9,
2013, 12 p.m.  The meeting will be held at 341s - Foley Bldg, Room
1500 in Nevada.

Braffits Creek Estates LLC filed for Chapter 11 protection (Bankr.
D. Nev. Case No. 12-19780) on Aug. 23, 2012.  Bankruptcy Judge
Bruce A. Markell presides over the case.  David J. Winterton, &
Assoc., Ltd., represents the Debtor's restructuring effort.  The
Debtor disclosed $25,003,800 in assets and $33,959,140 in
liabilities as of the Chapter 11 filing.


CAMCO FINANCIAL: Earned $499,000 in First Quarter
-------------------------------------------------
Camco Financial Corporation reported net earnings of $499,000 on
$6.85 million of total interest income for the three months ended
March 31, 2013, as compared with net earnings of $413,000 on $8.41
million of total interest income for the same period during the
prior year.

Camco Financial's balance sheet at March 31, 2013, showed $763.36
million in total assets, $702.65 million in total liabilities and
$60.71 million stockholders' equity.

James E. Huston, president and CEO, stated, "We are pleased with
the 21% increase in net earnings for the first quarter of 2013
compared to a year ago.  Our results particularly benefited from
further improvement in credit quality, which continued to
strengthen key credit measures and enabled us to record a lower
provision for losses on loans for the quarter versus the same
period in 2012."

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

                        http://is.gd/jp3zDm

                       About Camco Financial

Cambridge, Ohio-based Camco Financial Corporation is a bank
holding company that was organized under Delaware law in 1970.
Camco is engaged in the financial services business in Ohio,
Kentucky and West Virginia, through its wholly-owned subsidiary,
Advantage Bank, an Ohio bank.  On March 31, 2011, Camco divested
activities related to Camco Title Agency and decertified as a
financial holding company.  Camco remains a bank holding company
and continues to be regulated by the Federal Reserve Board.

Plante & Moran PLLC, in Auburn Hills, Michigan, noted that the
Corporation's bank subsidiary is not in compliance with revised
minimum regulatory capital requirements under a formal regulatory
agreement with the banking regulators, and that failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.

As discussed in Note K, Camco's wholly-owned subsidiary Advantage
Bank's Tier 1 capital does not meet the requirements set forth in
the 2012 Consent Order.  As a result, the Corporation will need to
increase capital levels.

The Corporation reported net earnings of $4.2 million on net
interest income (before provision for loan losses) of
$23.9 million in 2012, compared with net earnings of $214,000 on
net interest income of $214,000 on net interest income (before
provision for loan losses) of $25.9 million in 2011.


CAPMARK FINANCIAL: Fillmore Capital Sues Over $220MM Mall Loan
--------------------------------------------------------------
Natalie Rodriguez of BankruptcyLaw360 reported that a unit of
Fillmore Capital Partners sued the formerly bankrupt Capmark
Finance Inc. in New York state court Tuesday, contending Capmark
wrongfully induced a borrower to default on a $220 million loan
secured by a Miami mall and hotel complex.

According to the report, Fillmore East BS Finance Subsidiary LLC,
which holds a promissory note tied to the loan, contends that
lender Capmark made several wrongful representations to the loan's
borrowers, leading them to not extend a maturity date on the loan
and go into default.

                     About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provided financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On Oct. 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors were Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel were
Dewey & LeBoeuf LLP, and Richards, Layton & Finger, P.A.  Beekman
Advisors, Inc., is serving as strategic advisor.
KPMG LLP served as tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, served as claims and notice agent.

The Official Committee of Unsecured Creditors tapped Kramer Levin
Naftalis & Frankel LLP as its counsel and JR Myriad 1LLC as its
commercial real estate business advisors.  The Committee also
retained Cutler Pickering Hale and Dorr LLP as its attorneys for
the special purpose of providing legal services in connection with
Federal Deposit Insurance Corporation matters.

Protech Holdings C LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  Protech estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing for Chapter 11, Capmark completed three sales to
generate more than $1 billion in cash.  Berkshire Hathaway Inc.
and Leucadia National Corp. bought most of the business for
$468 million.  In April 2011, Greenline Ventures LLC completed the
acquisition of the New Markets Tax Credit division of Capmark
Financial Group Inc.  Since inception of the NMTC program,
Capmark's NMTC division has closed over $1.1 billion of NMTC
investment funds and financed over $2.5 billion of projects and
businesses in low income communities nationwide.

Capmark won confirmation of its reorganization plan in August 2011
allowing it to distribute about $4 billion of stock, cash and new
debt to unsecured creditors and streamline operations around its
flagship bank.  Unsecured creditors were to receive $900 million
in cash, $1.25 billion in secured notes and 100 million shares in
reorganized Capmark, now a bank holding company.  The plan was
declared effective in October.

Also in October 2011, Capmark closed the sale of its low-income
housing tax credit asset portfolio to Hunt Cos. Inc., a national
real estate services company.  El Paso, Texas-based Hunt was the
successful bidder in the auction of the assets, paying
$102.4 million.


CARAUSTAR INDUSTRIES: H.I.G. Capital Completes Acquisition
----------------------------------------------------------
H.I.G. Capital, LLC on May 2 disclosed that an affiliate completed
the acquisition of Caraustar Industries, Inc., a leading provider
of recycled paperboard and related products.  Caraustar was
majority owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Austell, GA, Caraustar is one of North America's
largest integrated manufacturers and converters of 100% recycled
paperboard and converted paperboard products.  Caraustar serves
end-use markets in tube and core, folding carton, gypsum facing
paper and specialty paperboard products.  Caraustar is also one of
the largest collectors and processors of recovered fiber in the
United States. The Company services its diversified customer base
through a large network of facilities across North America.

In 2009, Wayzata led a group of bondholders in a pre-packaged
chapter 11 process in which Wayzata-managed funds acquired a
majority ownership stake in Caraustar.  The Wayzata led
restructuring significantly reduced Caraustar's debt burden and
dramatically improved Caraustar's balance sheet.  Since exiting
bankruptcy, Caraustar has used its stronger balance sheet to drive
operational improvement and to increase profitability.

Mike Patton, CEO of Caraustar, commented, "We believe this is an
exciting time in our industry, and I am pleased to have H.I.G.'s
support to help us achieve our growth plan.  We look forward to
working with H.I.G. to build upon our reputation as a customer-
oriented market leader."

"We are very excited about the Caraustar opportunity," added Tenno
Tsai, a Principal of H.I.G.  "Caraustar is a market leader with a
blue chip customer base, broad geographic footprint and an
efficient, high quality manufacturing base.  We believe there are
numerous market opportunities going forward and we look forward to
supporting Mike and his team in achieving continued growth," he
commented further.

Financing for the transaction was provided by Credit Suisse
Securities (USA) LLC, Goldman Sachs Bank USA, Jefferies LLC and
Wells Fargo Capital Finance.  Jefferies LLC was financial advisor
to Caraustar.  Credit Suisse Securities (USA) LLC was financial
advisor to H.I.G. Capital.

                    About Caraustar Industries

Headquartered in Austell, Georgia, Caraustar Industries, Inc. --
http://www.caraustar.com/-- is one of North America's largest
integrated manufacturers of 100% recycled paperboard and converted
paperboard products.  Caraustar serves the four principal recycled
boxboard product end-use markets: tubes and cores; folding
cartons; gypsum facing paper and specialty paperboard products.

Caraustar reached an agreement with holders of roughly 83% of its
7-3/8% Senior Notes maturing June 1, 2009, and 91% of its 7-1/4%
Senior Notes maturing May 1, 2010, on the terms of a cooperative
financial restructuring that would reduce the Company's debt
obligations by roughly $135 million.

The Company and its domestic subsidiaries filed voluntary Chapter
11 petitions along with a pre-negotiated Plan of Reorganization in
the United States Bankruptcy Court for the Northern District of
Georgia on May 31, 2009 (Bankr. N.D. Ga. Lead Case No. 09-73830).
James A. Pardo, Jr., Esq., and Mark M. Maloney, Esq., at King &
Spalding represent the Debtors on their restructuring efforts.
The Debtors listed $50 million to $100 million in assets and
$100 million to $500 million in debts.


CELL THERAPEUTICS: Net Fin'l Standing at $26.6MM as of March 31
---------------------------------------------------------------
Cell Therapeutics, Inc., provided information pursuant to a
request from the Italian securities regulatory authority, CONSOB,
pursuant to Article 114, Section 5 of the Unified Financial Act,
that the Company issue at the end of each month a press release
providing a monthly update of certain information relating to the
Company's financial situation.

The total estimated and unaudited net financial standing of CTI
Parent Company as of March 31, 2013, was $26.6 million.  The total
estimated and unaudited net financial standing of CTI Consolidated
Group as of March 31, 2013, was $29.9 million.

During the month of March 2013, the Company's common stock, no par
value, outstanding increased by 2,748,536 shares.  Consequently,
the number of issued and outstanding shares of Common Stock as of
March 31, 2013, was 112,639,301.

A full-text copy of the press release is available at:

                        http://is.gd/hKnMEN

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$36.17 million in total assets, $32.60 million in total
liabilities, $13.46 million in common stock purchase warrants, and
a $9.89 million total shareholders' deficit.

                    Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CENTERLINE FINANCIAL: S&P Withdraws 'BB' Issuer Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB' issuer credit
rating (ICR) on Centerline Financial LLC and its 'BB' rating on
Centerline Financial LLC's senior loan.  Centerline Financial LLC
is a special-purpose vehicle that primarily sells protection via
credit default swaps (CDS) that reference the internal rate of
return for various funds that invest in tax credits associated
with affordable multifamily housing properties.

S&P withdrew the ratings per the issuer's request, following
Centerline Financial LLC's merger with and into Centerline
Financial Holdings LLC.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.  The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS WITHDRAWN

Centerline Financial LLC
Issue                                  Rating
                               To                 From
Issuer credit rating           NR                 BB/Negative
Senior loan                    NR                 BB

NR-Not rated.


CENTRAL EUROPEAN: Amends SPA to Reflect Amended Plan
----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Roust Trading Ltd., and Roustam Tariko
disclosed that, as of April 26, 2013, they beneficially owned
15,920,411 shares of common stock of Central European Distribution
Corporation representing 19.5% of the shares outstanding.  A copy
of the regulatory filing is available at http://is.gd/ToFPXD

CEDC, Roust Trading and JSC "Russian Alcohol Group" entered into
an Amended and Restated Securities Purchase Agreement in order to
modify certain terms of the RTL Investment Agreement to reflect
the Amended Plan.  A copy of the Amended SPA is available for free
at http://is.gd/CzO04T

                            About CEDC

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

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

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


CHRYSLER GROUP: S&P Affirms 'B+' CCR & Revises Outlook to Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings, including the 'B+' corporate credit rating, on Chrysler
Group LLC.  At the same time, S&P revised its outlook to positive
from stable.

"The outlook revision reflects our expectation that Chrysler will
continue to grow revenue and improve profitability, in spite of
weaker first-quarter results, which were hurt by product launches,
and assuming a continuation in the North American light vehicle
industry recovery," said Standard & Poor's credit analyst Dan
Picciotto.  As a result, S&P believes Chrysler could achieve debt
(which includes sizable pension and postretirement unfunded
obligations) to EBITDA of less than 4x and sustain free operating
cash flow in excess of $1 billion, which would support the higher
rating for the entity.  Chrysler is 58.5% owned Fiat SpA, and S&P
would not expect its rating on Chrysler to exceed that of Fiat.
Fiat has indicated a desire to acquire the remaining 41.5% owned
by the VEBA trust--to benefit United Auto Workers (UAW) retirees--
as early as this year and such an action could place downward
pressure on the Fiat rating.

The ratings on Chrysler reflect Standard & Poor's assessment of
the company's "aggressive" financial risk profile and "weak"
business risk profile.  Despite good performance since 2011, S&P
believes underlying company-specific business risks remain high,
most notably:

   -- Still-high dependence on sales in North America and light
      trucks in particular, despite the ongoing introduction of
      more fuel-efficient vehicles in conjunction with its Fiat
      partnership.  For now, Chrysler is more exposed to higher
      gas prices through its light truck mix than its peers.

   -- Substantial execution risk of its ongoing repositioning and
      expansion under Fiat's direction, although early results
      have been favorable.

S&P considers Chrysler as important to Fiat's operating strategy
and believes the operational benefits to Chrysler from Fiat's
oversight, management, distribution, and product integration are
likely to become even more significant over time.  S&P views this
strategy as having demonstrated some signs of success for
Chrysler, including manufacturing and cost improvements, product
refreshments, and access to Fiat's fuel efficiency technology.
Fiat's involvement is a positive factor in S&P's business risk
assessment for Chrysler.  Fiat has also benefitted from Chrysler's
good performance in the healthy North American auto market, which
has offset the difficult conditions in the European market.

The outlook is positive.  S&P's base case assumes a continuation
of the U.S. light vehicle recovery to about 15.6 million units
this year and that Chrysler can maintain the market share of about
11% that the company reported in 2012.

For an upgrade, an important factor will be S&P's rating on Fiat
and the degree of rating alignment S&P determines appropriate at
that time.  S&P do not expect the gap between the ratings on Fiat
and Chrysler (currently one notch) to increase, but S&P could
equalize the ratings.  S&P would not be likely to raise the rating
on Chrysler above that of its parent.

S&P could raise the Chrysler rating if it views its prospects for
generating free cash flow in excess of $1 billion as sustainable
beyond this year and credit measures move to appropriate levels
(such as debt to EBITDA of less than 4x).  Credit measure
improvement will depend, in part, on no further meaningful
deterioration in the company's pension and other postretirement
obligation funded position, which comprises a significant portion
of adjusted debt.  In addition, S&P would expect Chrysler's
adjusted EBITDA margin to remain around current levels or improve,
and for the company to further demonstrate an ability to cope
successfully with the evolving competitive structure of the global
auto industry.

S&P could revise the outlook to stable if it lowered the rating on
Fiat to 'B+' and assigned a stable outlook.  Also, if adverse
competitive developments (such as overproduction, excess
inventory, increased incentives, or unfavorable shifts in customer
demand) reduce prospects for profits and cash generation, or if
Chrysler uses a substantial amount of cash (more than
$500 million) in its automotive operations in any quarter and the
conditions leading to that cash use seem likely to remain, S&P
could lower the ratings.


COMARCO INC: Incurs $5.6 Million Net Loss in Fiscal 2013
--------------------------------------------------------
Comarco, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$5.59 million on $6.33 million of revenue for the year ended
Jan. 31, 2013, as compared with a net loss of $5.31 million on
$8.06 million of revenue for the year ended Jan. 31, 2012.

The Company's balance sheet at Jan. 31, 2013, showed $3.21 million
in total assets, $9.98 million in total liabilities and a $6.77
million total stockholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, LLP, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring losses and
negative cashflow from operations, has negative working capital
and uncertainties surrounding the Company's ability to raise
additional funds.  These factors, among others, raise substantial
doubt about its ability to continue as a going concern.

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

                        http://is.gd/Fftg3e

                        About Comarco Inc.

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.


CONSTELLATION BRANDS: S&P Rates $3.8-Bil. Secured Loans 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Victor, N.Y.-based Constellation Brands Inc.'s
proposed $3.8 billion secured credit facilities and its proposed
$1.55 billion of new senior unsecured notes, the latter of which
is expected to comprise an eight- and ten-year tranche (actual
amounts and maturity dates to be finalized at the close of the
transaction).  S&P assigned a 'BB+' issue level rating to both the
bank debt and new senior unsecured notes, and assigned a recovery
rating of '3' (indicating its expectation of meaningful [50% to
70%] recovery in the event of a payment default).  The notes will
be issued under the company's Rule 415 shelf registration.

Constellation Brands will use the proceeds from approximately
$2.2 billion of new term loans together with proceeds from the
notes offering, borrowings under its existing revolving credit
facility, $125 million under an accounts receivable
securitization, and available cash to fund the purchase of the
remaining 50% interest in Crown Imports LLC, the purchase of
Piedras Negras brewery, and the perpetual rights to the Modelo
brands in the U.S. for approximately $4.7 billion.

On Feb. 14, 2013, S&P affirmed all of its ratings on Constellation
Brands, including the 'BB+' corporate credit rating, following the
announcement that Constellation Brands and Anheuser-Busch InBev
N.V./S.A. (ABI) had revised their agreement to complete the
divestiture of Grupo Modelo S.A.B. de C.V.'s U.S. business.  This
transaction, conditioned on the completion of the acquisition of
Modelo by ABI, is expected to be completed at the end of
Constellation Brands' fiscal 2014 first quarter ending May or
shortly thereafter.

In June 2012, Constellation Brands signed a definitive agreement
with ABI to purchase the remaining 50% interest in Crown Imports
LLC for $1.85 billion (representing about 8.5x multiple of 50% of
Crown's EBIT) when ABI completes its now pending acquisition of
Grupo Modelo.  Constellation Brands currently owns 50% of Crown, a
50-50 joint venture with Modelo. Crown is a leading marketer of
imported beer in the U.S., primarily Modelo's beer brands.

Under the revised agreement with ABI, ABI's prior right (which was
exercisable every 10 years) to terminate the importer agreement
with Crown has been removed.  In addition, Constellation Brands
will now also purchase the Piedras Negras brewery and receive
perpetual rights for Corona and Modelo brands in the U.S. for
$2.9 billion, subject to a post-closing adjustment.  The state of
the art brewery in Piedras Negras utilizes top-of-the-line
technology and was built to be readily expanded to increase
capacity, fulfilling about 60% of Crown's current demand.  ABI and
Constellation Brands have also agreed to a transition services
agreement, which will enable Constellation Brands to expand the
Piedras Negras facility so it supplies 100% of Crown's needs in
the U.S.

Pro forma for the transaction, S&P's business risk profile
assessment is "strong" and financial risk profile is "aggressive".
Key credit factors in S&P's assessment include the company's
larger scale, more than doubling its reported sales base and
expanding its participation within the beverage alcoholic segment,
as well Constellation Brands' portfolio of well-known beverage
alcohol brands and historically strong cash generation in the
highly competitive beverage alcohol markets, yet still relatively
narrow geographic focus.

RATINGS LIST

Constellation Brands Inc.
Corporate credit rating                    BB+/Stable/--

Ratings Assigned

Constellation Brands Inc.
Senior secured credit facilities           BB+
   Recovery rating                          3
Senior unsecured notes                     BB+
   Recovery rating                          3

CIH International S.A.R.L.
Senior secured credit facilities           BB+
   Recovery rating                          3


CONTRACT RESEARCH: Can't Reject Portion of Golden Glades Lease
--------------------------------------------------------------
Bankruptcy Judge Kevin Carey said Allied Research International,
Inc., a debtor-affiliate of Contract Research Solutions, Inc., may
not sever and reject a Third Amendment of the Golden Glades Lease,
without rejecting the lease itself.  The Golden Glades Lease and
the Third Amendment are a single, indivisible agreement, and both
must be assumed or rejected in their entirety.

The Court, however, permits Allied to abandon certain personal
property on the leased premises.

BRI 1814 GGOP, LLC, successor-in-interest to Golden Glades
Associates LLP, the commercial lessor, objected to Allied's Motion
to Reject.

As of the Petition Date, Allied was a lessee under the Golden
Glades Lease dated March 24, 2004.  The two parties entered into
three subsequent agreements, each labeled amendments to the Golden
Glades Lease: (i) the First Amendment to the Golden Glades Lease,
dated April 29, 2004; (ii) the Second Amendment to the Golden
Glades Lease, dated March 8, 2007; and (iii) the Third Amendment
to the Golden Glades Lease, dated August 2007.

The Golden Glades Lease, the First Amendment, and the Second
Amendment all relate to premises located at 1405 N.W. 167th
Street, Miami, Florida -- Original Building -- while the Third
Amendment relates to an unattached, adjacent premises located at
1395 N.W. 167th Street, also in Miami.  The Original Building and
the New Building are in the same building complex and have the
same tax folio identification number.  The Debtors are not now
utilizing the New Building for any operations and were current on
the rent.

On April 12, 2012, the Debtors' representative delivered
possession of keys to the New Building to BRI.  Subsequently,
representative of BRI returned the keys to the New Building to the
Debtors.  On April 13, 2012, the Debtors' representative sent, via
Federal Express, the keys to the New Building to an address
designated by BRI, and the keys were received by BRI on April 16,
2012.

A copy of Judge Carey's May 1 Memorandum is available at
http://is.gd/2246irfrom Leagle.com.

                           About Cetero

Contract Research Solutions Inc., doing business as Cetero, a
provider of early-phase clinical research services for
pharmaceutical and biotechnology firms, filed a Chapter 11
petition (Bankr. D. Del. Case No. 12-11004) on March 26, 2012.
Cetero's 19 affiliates also sought bankruptcy protection (Bankr.
D. Del. Case Nos. 12-11005 to 12-11023).

Assets are $205 million, with debt total $248 million.  There is
$185 million in debt for borrowed money, including $116 million on
a first-lien term loan and revolving credit.  The second-lien loan
is $25 million.

Cetero filed for bankruptcy to sell the business, including their
rights to pursue avoidance actions, to first-lien secured lenders,
absent higher and better offers.  In May 2012, the Court approved
the sale to the secured creditors in a deal worth approximately
$80 million.  Second-lien lenders agreed to the sale.

Freeport Financial LLC serves as the sole lead arranger and
bookrunner, and as U.S. administrative agent and collateral agent
under the first lien facility.  Bank of Montreal serves as the
Canadian agent.  Freeport is also the agent under the second lien
facility.

Judge Kevin Gross oversees the case.  Lawyers at Young Conaway
Stargatt & Taylor, LLP, and Paul Hastings LLP serve as the
Debtors' counsel.  Stikeman Elliott LLP serves as Canadian
counsel.  Carl Marks Advisory Group LLC serves as restructuring
advisor.  Epiq Bankruptcy Solutions serves as claims and notice
agent.  The petitions were signed by Michael T. Murren, CFO.

The first lien lenders and the stalking horse buyers are
represented by Peter Knight, Esq., at Latham & Watkings, LLP; and
Wael Rostom, Esq., at McMillan LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3 appointed three
persons to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Contract Research.


CPI CORP: Photo Studio Operator Files for Ch. 7 Liquidation
-----------------------------------------------------------
CPI Corp., an operator of 2,700 photo studios, filed a petition on
May 1 to liquidate in Chapter 7 (Bankr. D. Del. Case No. 13-11158)
where a trustee was appointed immediately to liquidate the assets.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the St. Louis-based company had photo studios in Wal-
Mart, Sears and Toys "R" Us stores, among others.  The stores all
closed about a month ago.

The company shuttered all of its 2,700 locations in the U.S. on
April 3, leaving more than 4,000 employees without work,
BankruptcyLaw360 reported.

The last balance sheet for November had assets of $56.2 million
and liabilities of $174.8 million.  The bankruptcy petition listed
liabilities for the parent company of $135 million, including
secured claims totaling $99.4 million.

For three quarters in 2012, sales were $192.7 million, resulting
in a $46.4 million operating loss and a $60 million net loss.


CYPRESS OF TAMPA: May 16 Hearing for Confirmation of Plan
---------------------------------------------------------
The Hon. K. May of the U.S. Bankruptcy Court for the Middle
District of Florida will convene a combined hearing to consider
confirmation of the Chapter 11 plan proposed by The Cypress of
Tampa LLC, et al., and approval of the explanatory disclosure
statement.

As reported in the Troubled Company Reporter on April 2, 2013, the
Debtors propose a Plan of Liquidation dated Feb. 18, 2013, that
contemplates a consensual "giveback" to Cypress Retail Holdings,
LLC of the transferred property in exchange for CRH providing (a)
full satisfaction of all of CRH's claims against the Debtors and
their respective estates well as the assumption of certain
liabilities, (b) a pot of money derived from the carve-out of
CRH's cash collateral in the amount of $100,000 from which
distributions to certain Administrative Claimants and other
Unsecured Creditors will be made, and (c) a complete release of
any and all claims and causes of Action among CRH, the Debtors,
and the Insiders.

According to the explanatory Disclosure Statement the Plan also
includes a "non-debtor release" of the Insiders by all other
creditors in exchange for a waiver of the insiders' rights to
distributions under the Plan, which will significantly increase
the pro rata share other Unsecured Creditors will receive under
the Plan.

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

The Debtors sought approval of a plan support agreement with CRH
which provides for lender's consent to the use of cash collateral
coupled with its consensual support of a proposed chapter 11 Plan.

The PSA will:

   a) resolve any claims and controversies between the Debtors and
      CRH regarding the use of cash collateral without the need
      for additional hearing or litigation;

   b) provide a framework of a consensual Plan that will be
      formulated and promptly filed;

   c) secure the lender's support for that Plan if proposed by the
      Debtors;

   d) resolve all claims and controversies asserted in the state
      court action; and

   e) provide a timeline for the successful conclusion of these
      Chapter 11 cases and the disposition of the Debtors' primary
      assets in a manner that will provide the greatest value to
      creditors.

A copy of the Plan Support Agreement is available at

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

                      About Cypress of Tampa

The Cypress of Tampa LLC and its affiliate The Cypress of Tampa
II, LLC, own and operate a retail and office space, together with
certain outparcels, known as The Cypress located in Hillsborough
County, Florida.

They filed voluntary Chapter 11 petitions (Bankr. M.D. Fla. Case
Nos. 12-17518 and 12-17520) on Nov. 20, 2012.  Jennis & Bowen,
P.L., serves as the Debtors' counsel. Cypress of Tampa disclosed
$23,185,648 in assets and $24,172,594 in liabilities as of the
Chapter 11 filing.


DPL INC: S&P Raises Unsecured Debt Rating to 'BB'
-------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
unsecured debt rating on DPL Inc. to 'BB' (same as the corporate
credit rating) from 'BB-'.  At the same time, S&P revised the
recovery rating on this debt to '4' from '5', indicating its
expectation of average (30% to 50%) recovery in the event of a
payment default.

The revised recovery rating on DPL's unsecured debt reflects an
increase in value of the company's regulated transmission and
distribution assets and an assumed decrease in higher priority
debt at DP&L.  S&P's analysis indicates that in its simulated
default scenario, first-lien senior secured creditors would
recover principal and six months of prepetition interest at the
high end of the 90%-100% range, resulting in a '1' recovery rating
and an issue-level rating two notches higher than the issuer
credit rating.  This leaves recovery of 30%-50% for holders of the
senior unsecured notes, resulting in a recovery rating of '4' and
an issue rating of 'BB' for the firm's $1.25 billion of senior
unsecured debt.

Standard & Poor's ratings on DPL Inc. reflect the company's
consolidated credit profile, which includes its association with
the weaker credit quality of its parent, The AES Corp. (BB-
/Stable/--).  DPL is the holding company for regulated electric
utility DP&L.  The ratings also reflect DPL's "strong" business
risk profile and its "highly leveraged" financial risk profile.

S&P views DPL and DP&L's business risk profiles as "strong" based
on the increased competition among Midwest energy retail providers
and the expected growth of the unregulated retail business.  In
addition, S&P expects competition to increase because of lower
wholesale electricity prices, which will materially reduce DPL's
profit margins.  The company's financial position has very little
cushion due to the increased amount of acquisition debt from
parent company AES.  In the fourth quarter of 2012, DPL recorded
an impairment charge of $1.87 billion on the goodwill associated
with the AES purchase.  The impairment substantially weakened net
income and earnings in 2012 as well as the total-debt-to-capital
ratio.  DPL's credit quality is heavily influenced by the
substantial additional acquisition-related debt and its adverse
impact on the company's key financial measures.  Consequently,
S&P's baseline forecast calls for total debt to EBITDA of about
6.5x to 7x and adjusted FFO to total debt of about 8% to 10%.

RATINGS LIST

DPL Inc.
Dayton Power & Light Co
Corporate Credit Rating               BB/Stable/--

Upgrade; Recovery Revised
                                      To                From
DPL Inc.
Senior Unsecured                     BB                BB-
  Recovery Rating                     4                 5

Ratings Affirmed; Recovery Rating Unchanged

Dayton Power & Light Co
Senior Secured                        BBB-
  Recovery Rating                     1


DYNEGY INC: Posts $142-Mil. Net Loss in First Quarter
-----------------------------------------------------
Dynegy Inc. reported first quarter 2013 Enterprise-wide Adjusted
EBITDA of $43 million compared to $38 million for the same period
in 2012.  A $21 million increase in Gas segment energy margin, net
of hedges, more than offset a $10 million reduction in Gas segment
market capacity and tolling revenues and an $8 million decrease in
Coal segment margin related to transmission congestion.  The
Company's operating loss was $115 million for the first quarter
2013 compared to operating income of $12 million for the same
period in 2012.  The net loss was $142 million for the first
quarter 2013 compared to a net loss of $1,082 million for the same
period in 2012.

"Our GasCo portfolio, particularly our Independence facility,
benefitted from a strengthening market during the quarter and
lower fuel costs through improved fuel procurement opportunities.
CoalCo margins were impacted by transmission congestion, primarily
at our Baldwin facility as we continue working on solutions to
limit this congestion," said Dynegy President and Chief Executive
Officer Robert C. Flexon.  "The first quarter also marked two
significant milestones for the Company: the announced acquisition
of AER and the successful launch and subsequent closing of our
corporate refinancing.  These two transactions solidify our
foundation and position the Company to benefit from the expected
strengthening power markets in the coming years."

         Segment Review of Results Quarter-Over-Quarter

Coal - The first quarter 2013 operating loss was $80 million
compared to first quarter 2012 operating income of zero.  The coal
segment, which was included in Legacy Dynegy's consolidated
financial statements in the prior period, had operating income of
$2 million for the first quarter 2012.  Adjusted EBITDA totaled $4
million during the first quarter 2013 compared to $22 million
during the same period in 2012.  The $18 million reduction in
Adjusted EBITDA resulted from an $8 million decrease in margins
due in part to transmission congestion caused by maintenance of a
primary transmission line for the Company's Baldwin facility, $5
million in higher rail transportation costs as a result of the
rail contract modification in July 2012 and $5 million due to
lower generation volumes as a result of higher outage levels and
derates.

Gas - The first quarter 2013 operating loss was $8 million
compared to first quarter 2012 operating income of $34 million.
Adjusted EBITDA totaled $61 million during the first quarter 2013
compared to $40 million during the same period in 2012.  A $21
million improvement in quarter-over-quarter energy margin, net of
hedges, primarily due to favorable pricing and improved sourcing
of natural gas at the Independence facility, together with $5
million in lower operating and maintenance expenses and a $5
million improvement due to the absence of legacy put option
settlements contributed to the higher Adjusted EBITDA.  These
favorable results were partially offset by $6 million in lower
market capacity payments, primarily at the Kendall facility, and a
$4 million decrease in tolling payments associated with the early
termination of the Morro Bay contract.

Liquidity

As of April 23, 2013, Dynegy's available liquidity was $715
million which included $420 million in unrestricted cash and cash
equivalents and $295 million of revolver availability under the
Company's new revolving credit facility.

Consolidated Cash Flow

Cash flow used in operations for the first quarter 2013 was $7
million compared to cash flow used in operations of $145 million
during the same period in 2012.  During the first quarter 2013,
the power generation business provided cash of $37 million
primarily due to positive earnings for the period, partially
offset by $34 million in negative changes in working capital,
which includes $9 million of increased collateral postings to
satisfy counterparty collateral requirements.  Corporate and other
operations used cash of approximately $24 million primarily due to
payments to advisors, employee related payments and other general
and administrative expenses, partially offset by $14 million in
positive changes in working capital.  During the first quarter
2012, the power generation business used cash of $122 million,
primarily due to increased collateral postings to satisfy
counterparty collateral requirements, interest payments on the Gas
segment credit agreement and restructuring costs.  Corporate and
other operations included a use of approximately $23 million in
cash primarily due to general and administrative expenses.

Cash flow used in investing activities totaled $6 million during
the first quarter 2013 compared to cash flow provided by investing
activities of $139 million during the same period in 2012.  During
the first quarter of 2013, capital expenditures totaled $20
million, including $17 million in maintenance capital expenditures
and $3 million in environmental capital expenditures.  During the
first quarter of 2012, capital expenditures totaled $9 million,
all of which was used for maintenance capital expenditures.
During the first quarter 2013, there was a $13 million net cash
inflow related to restricted cash balances compared to a $148
million net cash inflow in the same period in 2012.

Cash flow used in financing activities for the first quarter 2013
was $31 million compared to cash flow used in financing activities
of $3 million during the same period in 2012.  The quarter-over-
quarter difference is primarily due to a $25 million early
repayment of a portion of the previously outstanding term loan at
the coal business.

PRIDE Update

First quarter recurring fixed operating costs for the enterprise
were $71 million in 2013 compared to $75 million for the same
period in 2012, while recurring general and administrative costs
for the enterprise declined $1 million to $22 million in the
current quarter as compared to the prior year.  The majority of
these reductions are associated with the numerous PRIDE
initiatives either implemented or underway.  Total PRIDE related
contributions for 2013 are expected to include margin and cost
improvements of $42 million and balance sheet improvements of $83
million which will result in a total of $149 million in margin and
cost improvements compared to the Company's 2010 baseline and $607
million in balance sheet improvements since the PRIDE program
inception. Dynegy continues to use the PRIDE initiative to improve
operating performance, cost structure and the balance sheet and to
drive recurring cash flow benefits.

                          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.


EAST END: Court Rejects 21 West Bid to Dismiss Case
---------------------------------------------------
Bankruptcy Judge Robert E. Grossman denied the request of 21 West
Water Street Holdings, Inc., to dismiss the Chapter 11 petition
filed by East End Development LLC.  21 West, a fifty percent
interest holder of the Debtor, claims that MM Sag Harbor LLC,
acting as the managing member of the Debtor, lacked the requisite
authority to file a petition in bankruptcy without the consent of
21 West, and in the alternative that the petition should be
dismissed as a bad faith filing pursuant to 11 U.S.C. Sec.
1112(b).  The Court, however, held that as the managing member, MM
Sag Harbor had full authority to file the petition.

A copy of the Court's April 30, 2013 Memorandum Decision is
available at http://is.gd/7fb5Bkfrom Leagle.com.

                    About East End Development

East End Development, LLC, the owner of a 90% completed
condominium in Sag Harbor, New York, filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 12-76181) in Central Islip, New York, on
Oct. 12, 2012.  Klestadt & Winters LLP represents the Debtor in
its restructuring efforts.  Edifice Real Estate Partners, LLC
serves as its construction consultant.  The Debtor disclosed
$27,300,207 in assets and $35,344,416 in liabilities in its
schedules.


EASTMAN KODAK: Earns $283 Million in First Quarter
--------------------------------------------------
Eastman Kodak Company filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net
earnings attributable to the Company of $283 million on $849
million of total net sales for the three months ended March 31,
2013, as compared with a net loss attributable to the Company of
$366 million on $928 million of total net sales for the same
period a year ago.

The Company's balance sheet at March 31, 2013, showed $4.09
billion in total assets, $7.41 billion in total liabilities and a
$3.32 billion total deficit.

"These results demonstrate that we are on track with our strategy
to focus on Commercial Imaging, and that we are making operational
improvements as Kodak takes the right steps to emerge as a
profitable and sustainable company," said Antonio M. Perez,
chairman and chief executive officer.  "We have the right strategy
and the right technology and products to extend our leadership in
the industry."

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

                        http://is.gd/epOtiK

                       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: Plan May Be Amended for 2nd Lien Lenders
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Eastman Kodak Co. reorganization plan and
disclosure materials filed this week may be "placeholders" to be
amended by paying off second-lien noteholders fully in cash, with
interest.  The plan, with nothing for shareholders, prompted Kodak
stock to tumble 76 percent May 1.

Kodak, the report relates, filed the plan not long before midnight
on April 30, just before the deadline set in the loan agreement
financing the Chapter 11 reorganization begun in January 2012.
The plan offers full payment to holders of the remaining
$375 million in second-lien notes by giving them 85 percent of the
stock on emergence from bankruptcy.

According to the report, when asked whether the plan is likely to
change, Amer Tiwana, a managing director with CRT Capital Group
LLC in Stamford, Connecticut, said, "I think this was a
placeholder."

Mr. Tiwana said in an interview with Bloomberg that he believes
negotiations are under way on a rights offering to generate
additional cash so the second-lien debt can be paid in full in
cash, with interest.  Seconding Mr. Tiwana's opinion, unsecured
bondholder Kenneth Luskin said, "It's impossible for the second
lien not to get 100 percent in cash."  Mr. Luskin, with Intrinsic
Value Asset Management Inc. in Santa Monica, California, said in
an interview that he believes the disclosure statement is "riddled
with outright lies and financial misrepresentations."

If the remaining businesses are sold in a sale process, Mr. Tiwana
and Mr. Luskin both said, second-lien debt will be paid in full in
cash, with interest.  Mr. Tiwana said he believes general
unsecured creditors could recover 20 percent to 30 percent should
the remaining businesses be sold.

The report notes that the draft disclosure statement showed the
second-lien noteholders and unsecured creditors would recover
nothing in liquidation.  Other than the conclusion about no
recovery for junior creditors, the disclosure materials as yet
don't have a liquidation analysis explaining the zero recovery.

Regarding analysts' comments and the position of the official
creditors' committee on the plan, Kodak spokesman Christopher
Veronda said, "We are continuously working in consultation with
our creditors and this plan reflects their input."  He added that
Kodak "will continue our meaningful conversations and look forward
to securing their full support before the disclosure hearing."

The plan filed this week offers 15 percent of the stock to
unsecured creditors with $2.7 billion in claims.  On account of
their $635 million claim for loss of retirement benefits, retirees
will share pro rata in the 15 percent of the stock.

The disclosure statement doesn't predict how much unsecured
creditors and retirees should recover under the plan.  It says the
recovery under the plan would be "better than liquidation" where
they would receive nothing.

Kodak equity had risen since mid-March from about 20 cents to as
high as about 50 cents on March 19.  On April 30, before the plan
was filed, the stock closed at 37 cents in over-the-counter
trading.  On May 1, it plunged to about 9 cents.

                       July Bankruptcy Exit

Tom Hals, writing for Reuters, reported that Eastman Kodak Co said
on Tuesday it expects to emerge from bankruptcy as soon as July as
a commercial imaging business under the control of its creditors.

It said in court documents filed with the U.S. bankruptcy court in
Manhattan that it expects to issue new stock with the majority of
it going to its second-lien note holders, according to the Reuters
report.  The holders of the second-lien notes include investment
funds P. Schoenfeld Asset Management, D.E. Shaw Group and Bennett
Management Corp.

A new board will be appointed and the company said the new
directors will be identified later, Reuters said.

The company did not say how much it expects to pay its unsecured
creditors, who are owed as much as $2.2 billion, but they would
also receive some shares in the reconstituted Kodak, the Reuters
report related.

Kodak's bankruptcy plan is subject to a vote of creditors and
court approval, Reuters noted. Kodak must first gain court
approval for its disclosure statement which describes its
bankruptcy plan and the risks associated with it and is meant to
help guide creditors in their voting on the plan. A hearing on the
disclosure statement is expected in June.

Kodak's bankruptcy exit plan comes a day after it clinched a key
deal to sell its personalized imaging and document imaging
businesses to its UK pension fund for $650 million, Reuters
recalled.  The pension fund also agreed to give up a $2.8 billion
claim against Kodak, resolving the biggest unsecured claim in the
bankruptcy.

The company hopes to put all that behind it once it exits
bankruptcy and focuses on selling printing equipment and services
to businesses, according to Reuters. It said on Tuesday that it
expects its earnings before interest, tax, depreciation and
amortization to increase to $494 million in 2017 from an estimated
$167 million this year.

It expects revenue to climb from an expected $2.5 billion this
year to $3.2 billion in 2017, although that would still be below
the level in 2011, its last full year before it filed for Chapter
11, the report also said.

Kodak's pink-sheet shares fell 7 percent to 37 cents on Tuesday,
the Reuters report related.  Although the stock has risen from 30
cents per share on the day Kodak filed for bankruptcy, the company
said shareholders will get nothing and their stock will be
canceled when Kodak exits Chapter 11.

                       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: EKRA Seeks Appointment of Retirees Committee
-----------------------------------------------------------
EKRA Ltd. asked U.S. Bankruptcy Judge Allan Gropper to authorize
the appointment of a committee that will represent Eastman Kodak
Co.'s retired workers.

In a motion jointly filed with a group of retirees, EKRA seeks
representation for the more than 1,000 Kodak retirees whose total
unfunded pension claims have amounted to between $177 million and
$208 million.

The retirees stopped receiving pension payments under Kodak's
unfunded retirement plans known as KERIP and KURIP after the
company filed for Chapter 11 protection in January 2012.

"This request seeks the rights of process for 1,100 retirees who
don't have protection of bankruptcy laws or ERISA benefits laws
enjoyed by about 36,000 other Kodak retirees or other claimants in
Kodak's bankruptcy," EKRA President Art Roberts said in a news
release.

EKRA is a non-profit advocacy organization that develops and
provides objective pension and benefit information and
alternatives related to Eastman Kodak's Chapter 11 proceedings.

According to BankruptcyData, EKRA's motion explains, "While the
existing Committee has been of significant assistance in obtaining
information from Kodak, and the Movants have no reason to doubt
that the Committee is fully functional with respect to the matters
which fall within its purview, it has unequivocally stated that it
cannot represent the interests of the 1,100 KERIP and KURIP
claimants with respect to the claim calculation and allowance
issues.  The Section 1114 Committee has similarly disavowed the
ability to represent the KERIP and KURIP claim holders," the BData
report said, citing court documents.

The Court scheduled a May 29, 2013 hearing to consider the motion.

                      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: Wins Court Approval of Kyocera Settlement
--------------------------------------------------------
U.S. Bankruptcy Judge Allan Gropper approved the agreement, which
calls for the settlement of claims between Eastman Kodak Co. and
Kyocera Corp.

The settlement ends all claims and lawsuits between the companies
over royalty payments for licensing agreements, and alleged patent
infringement.

Under the deal, Kyocera agreed to pay $4.95 million and drop its
$80 million claim for damages against Kodak.  The agreement also
includes a standstill period that ensures Kodak will not face
further litigation with Kyocera for a period of three years
following emergence from bankruptcy protection.

                       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.


ECOSPHERE TECHNOLOGIES: Amends 2012 Annual Report
-------------------------------------------------
Ecosphere Technologies, Inc., has amended its annual report for
the period ended Dec. 31, 2012, to amend Part III of the 2012 Form
10-K to include the information required by and not included in
Part III of the 2012 Form 10-K because the Company does not intend
to file its definitive proxy statement within 120 days of the end
of its fiscal year ended Dec. 31, 2012.  In connection with the
filing of this Amendment and pursuant to the rules of the SEC, the
Company included with the Amendment new certifications by its
principal executive and principal financial officers.
Accordingly, Item 15 of Part IV has also been amended to reflect
the filing of these new certifications.  A copy of the Amended
Form 10-K is available for free at http://is.gd/J6yUES

                    About Ecosphere Technologies

Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets.  Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.

Ecosphere disclosed net income of $1.05 million on $31.13 million
of total revenues for the year ended Dec. 31, 2012, as compared
with a net loss of $5.86 million on $21.08 million of total
revenues for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $8.90 million
in total assets, $3.87 million in total liabilities, $3.63 million
in total redeemable convertible cumulative preferred stock, and
$1.39 million in total equity.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has seen a recent significant decline in its
working capital primarily relating to delays in receiving
additional purchase orders and related funding from a significant
customer.  This matter raises substantial doubt about the
Company's ability to continue as a going concern.


EDENOR SA: Argentina Court Rejects Appeal on Power Cuts Lawsuit
---------------------------------------------------------------
An appellate court in Argentina rejected the direct appeal filed
by Edenor SA against the ENRE's Resolution No. 32/11, which had
established that Edenor (i) be fined in the amount of
Ps.1,124,371, together with (ii) a compensation for each T1R
customer who was affected by the power cuts that occurred between
December 20 and Dec. 31, 2010, the amount of which will be
estimated per customer within the range of Ps.180-Ps.450 depending
on the length of the power cut affecting each such customer.
There were approximately 93,100 customers affected by those power
cuts.

The Company was notified of the resolution issued on March 21,
2013, by the Appellate Court in Contentious and Administrative
Federal Matters No. 1 (Camara Nacional de Apelaciones en lo
Contencioso Administrativo Federal - Sala I), in connection with
the action brought by Edenor against the ENRE (Edenor S.A. c/
Resolucion No. 32/2011 ENRE s/ Recurso Directo).

The Company, together with its legal counsel, is assessing the
actions to be undertaken.

                          About Edenor SA

Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN;
Buenos Aires Stock Exchange: EDN) is the largest electricity
distribution company in Argentina in terms of number of customers
and electricity sold (both in GWh and Pesos).  Through a
concession, Edenor distributes electricity exclusively to the
northwestern zone of the greater Buenos Aires metropolitan area
and the northern part of the city of Buenos Aires.

Price Waterhouse & Co. S.R.L., in Buenos Aires, Argentina,
expressed substantial doubt about Edenor S.A.'s ability to
continue as a going concern following the financial results for
the year ended Dec. 31, 2012.  The independent auditors noted that
the delay in obtaining tariff increases and the cost adjustments
recognition, requested in the presentations made until now by the
Company in accordance with the terms of the Adjustment Agreement
and the continuous increase in operating expenses that are
necessary to maintain the level of the service, significantly
affected the economic and financial position of the Company.

Edenor SA reported a net loss of ARS1.013 billion on ARS3.843
billion of revenues in 2012, compared with a net loss of
ARS291.4 million on $2.893 billion of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
ARS 6.801 billion in total assets, ARS6.312 billion in total
liabilities, and equity of $489.3 million.


EDENOR SA: Shareholders Approve Reduction of Capital Stock
----------------------------------------------------------
Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR)
reported the resolutions approved on April 25, 2013, by the
general ordinary and extraordinary shareholders' meeting with
respect to the 11th item of the agenda: (11) Consideration of the
mandatory capital stock reduction pursuant to the terms of Section
206 of Corporations Law No. 19,550. Reduction in the number of
shares, maintaining the proportionality of the holdings (for the
consideration of this point the meeting will be held as an
extraordinary meeting).  The Meeting unanimously resolved as
follows:

  (i) The Company's losses will be offset against the following
      line items: share premium (prima de emision), capital stock
      adjustment and capital stock, in accordance with the rules
      of the National Securities Commission (Comision Nacional de
      Valores).  The losses will be offset against the totality of
      the following line items: share premium (prima de emision)
      and capital stock adjustment (ajuste sobre el capital
      social), plus 10% of the capital stock.  A detailed chart
      explaining the procedure was distributed to the people
      attending the meeting.

(ii) Adjust the current capital structure by carrying out a
      mandatory capital stock reduction pursuant to the terms of
      Section 206 of Corporations Law.  The reduction in the
      number of shares will maintain the proportionality of the
      holdings of each class of shares.  As a consequence, the new
      capital stock of the Company would amount to Ps.815,809,590,
      reducing thereby the capital stock from Ps.906,455,100 to
      Ps.815,809,590, where Class A shares would be reduced from
      Ps.462,292,111 to Ps.416,062,899.9, Class B shares would be
      reduced from Ps.442,210,385 to Ps.397,989,346.5, and Class C
      shares would be reduced from Ps.1,952,604 to Ps.1,757,343.6.
      Taking into consideration that the nominal value of the
      shares amounts to one Peso, it corresponds to round the
      amount of shares that correspond to each class, by
      completing, taking both figures, the highest fractional
      amount.  As a result of the stock reduction, the number of
      shares owned by each of the shareholders of the Company will
      be reduced, and thus, the fractional amount of shares that
      correspond to each shareholder will be completed with the
      shares owned by the Company and registered with Caja de
      Valores S.A., and the shareholders that would lose their
      status as shareholder  shall receive at least one share in
      order to maintain said status.

(iii) Delegate to the board of directors and the persons whom the
      board will appoint the following issues: (a) determining the
      definitive terms and conditions of the capital stock
      reduction, taking into consideration the observations to be
      made by the National Securities Commission and the Buenos
      Aires Stock Exchange, (b) determining the procedure and
      quantity of shares to be delivered by the Company in
      exchange for the fractional units resulting from the capital
      stock reduction, (c) undertaking all necessary actions to
      implement the corresponding payments or delivery of shares
      pursuant to the capital stock reduction, and (d) undertaking
      any further necessary or convenient action, with the
      capacity to modify any of the resolutions adopted.

                          About Edenor SA

Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN;
Buenos Aires Stock Exchange: EDN) is the largest electricity
distribution company in Argentina in terms of number of customers
and electricity sold (both in GWh and Pesos).  Through a
concession, Edenor distributes electricity exclusively to the
northwestern zone of the greater Buenos Aires metropolitan area
and the northern part of the city of Buenos Aires.

Price Waterhouse & Co. S.R.L., in Buenos Aires, Argentina,
expressed substantial doubt about Edenor S.A.'s ability to
continue as a going concern following the financial results for
the year ended Dec. 31, 2012.  The independent auditors noted that
the delay in obtaining tariff increases and the cost adjustments
recognition, requested in the presentations made until now by the
Company in accordance with the terms of the Adjustment Agreement
and the continuous increase in operating expenses that are
necessary to maintain the level of the service, significantly
affected the economic and financial position of the Company.

Edenor SA reported a net loss of ARS1.013 billion on
ARS3.843 billion of revenues in 2012, compared with a net loss of
ARS291.4 million on $2.893 billion of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
ARS 6.801 billion in total assets, ARS6.312 billion in total
liabilities, and equity of $489.3 million.


ELBIT VISION: Reports $824,000 Net Profit in 2012
-------------------------------------------------
Elbit Vision Systems Ltd. filed with the U.S. Securities and
Exchange Commission its annual report on Form 20-F disclosing
net profit of US$824,000 on US$6.70 million of revenues for the
year ended Dec. 31, 2012, as compared with net profit of US$1.08
million on US$5.64 million of revenues for the year ended Dec. 31,
2011.

The Company's balance sheet at Dec. 31, 2012, showed US$4.20
million in total assets, US$4.48 million in total liabilities and
a US$274,000 total shareholders' deficiency.

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

                        http://is.gd/WFyEyk

                         About Elbit Vision

Based in Caesarea, Israel, Elbit Vision Systems Ltd. (OTC BB:
EVSNF.OB) offers a broad portfolio of automatic State-of-the-Art
Visual Inspection Systems for both in-line and off-line
applications, and process monitoring systems used to improve
product quality, safety, and increase production efficiency.
For the 12 months ended Dec. 31, 2012, the Company reported income
of US$824,000 on US$6.70 million of revenue, as compared with
income of US$1.08 million on US$5.64 million of revenue a year
ago.


EMISPHERE TECHNOLOGIES: Amends License Agreement with Novo
----------------------------------------------------------
Emisphere Technologies, Inc., has agreed with Novo Nordisk A/S to
amend the two companies' Development and License Agreement to
develop and commercialize oral formulations of Novo Nordisk's
proprietary GLP-1 receptor agonists, which have the potential of
treating Type 2 diabetes, using Emisphere's Eligen(R) technology.

Under the terms of the amendment, Novo Nordisk will pay to
Emisphere $10 million as a prepayment of development milestone
payments that would have otherwise become payable to Emisphere
under the Oral GLP-1 Development Agreement upon the initiation of
Phase II and Phase III testing of an oral GLP-1 product by Novo
Nordisk, in exchange for a reduction in the rate of potential
future royalty payments arising from future sales of an oral GLP-1
product developed under the Oral GLP-1 Development Agreement.

Under the terms of the Oral GLP-1 Development Agreement, Emisphere
could still receive product development and sales milestone
payments, in addition to potential future royalty payments.  The
license agreement was first signed in 2008, and Novo Nordisk is
currently conducting Phase I trials for its Oral GLP-1 product
candidate.

"We highly value our long-standing relationship with Novo
Nordisk," said Alan L. Rubino, president and chief executive
officer of Emisphere.  "The accelerated milestone payment will
significantly assist our efforts to expedite key growth
initiatives for the company," added Mr. Rubino.

Emisphere's broad-based drug delivery technology platform, known
as the Eligen(R) Technology, uses proprietary, synthetic chemical
compounds, known as Emisphere delivery agents, sometimes called
carriers.  Emisphere's Eligen(R) Technology makes it possible to
deliver a therapeutic molecule without altering its chemical form
or biological integrity.

                   Restructures MHR Obligations

Emisphere has reached agreement with MHR Fund Management LLC and
its various affiliated funds to restructure the terms of its
obligations under various promissory notes issued to MHR.

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

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

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

   * Re-price the conversion rate for the restructured MHR
     Convertible Notes from $3.78 to $1.25 per share of common
     stock;

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

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

   * Amend and restate the Bridge Notes, formerly due on demand,
     to provide for a maturity date of Sept. 26, 2017, and for
     those Bridge Notes to be convertible, at the option of the
     holder, into the Company's common stock at a conversion rate
     of $0.50 per share of common stock; and

   * Amend and restate the Reimbursement Notes, formerly due on
     Sept. 26, 2012, to provide for a maturity date of April 26,
     2014, and for those Reimbursement Notes to be convertible, at
     the option of the holder, into the Company's common stock at
     a conversion rate of $0.50 per share of common stock.

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

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

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

                          About Emisphere

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

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

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

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

                        Going Concern Doubt

McGladrey LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Company
has suffered recurring losses from operations, has a significant
working capital deficiency, has limited cash availability and is
in default under certain promissory notes.  This raises
substantial doubt about the Company's ability to continue as a
going concern.


EMISPHERE TECHNOLOGIES: Rachesky Reports 48.1% Stake
----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mark H. Rachesky, M.D., and his affiliates
disclosed that, as of April 26, 2013, they beneficially owned
39,043,957 shares of common stock of Emisphere Technologies, Inc.,
representing 48.1% of the shares outstanding.  A copy of the
amended filing is available for free at http://is.gd/sfdry5

                          About Emisphere

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

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

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

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

                        Going Concern Doubt

McGladrey LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Company
has suffered recurring losses from operations, has a significant
working capital deficiency, has limited cash availability and is
in default under certain promissory notes.  This raises
substantial doubt about the Company's ability to continue as a
going concern.


ENGLOBAL CORP: Amends 2012 Annual Report
----------------------------------------
ENGlobal Corporation has amended its annual report for the period
ended Dec. 29, 2012, to include the information required by items
10 through 14 of Part III of Form 10-K.  The information was
previously omitted from the Original Form 10-K in reliance on
General Instruction G(3) to Form 10-K, which permits the
information in Part III to be incorporated in the Form 10-K by
reference from the Company's definitive proxy statement if that
statement is filed no later than 120 days after the Company's
fiscal year-end.  The Company filed the Amended Form 10-K to
include Part III information in its Form 10-K because the Company
will not file a definitive proxy statement containing that
information within 120 days after the end of the fiscal year
covered by the Form 10-K.  The reference on the cover of the
Original Form 10-K to the incorporation by reference to portions
of the Company's definitive proxy statement into Part III of the
Original Form 10-K has been deleted.

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

                        http://is.gd/5YrkYt

                          About ENGlobal

ENGlobal ENG -- http://www.ENGlobal.com/-- founded in 1985, is a
provider of engineering and related project services principally
to the energy sector throughout the United States and
internationally.  ENGlobal operates through three business
segments: Automation, Engineering & Construction, and Field
Solutions.  ENGlobal's Automation segment provides services
related to the design, fabrication & implementation of process
distributed control and analyzer systems, advanced automation, and
related information technology.

ENGlobal reported a net loss from continuing operations of $8.7
million, or $(0.32) per diluted share for fiscal year 2012,
compared to a net loss of $4.4 million from continuing operations,
or $(0.16) per diluted share for fiscal year 2011.

FHC HEALTH: Decline in LGD Rates Prompt Moody's to Lift Ratings
---------------------------------------------------------------
Moody's Investors Service upgraded FHC Health Systems, Inc.'s
first lien term loan to Ba2 and its second lien term loan to B2
while maintaining the company's Corporate Family Rating at B2 and
its Probability of Default Rating at B2-PD. The outlook is stable.

The first and second lien term loans were upgraded because FHC's
debt pay-down efforts have led to a decline in their expected loss
given default (LGD) rates. The second lien term loan is now rated
at the same level as the Corporate Family Rating because it
represents the majority of the debt capital structure.

The following rating actions were taken:

  Corporate Family Rating, affirmed at B2;

  Probability of Default Rating, affirmed at B2-PD;

  $25 million first lien term loan, due December 2013, upgraded
  to Ba2 (LGD2, 12%) from Ba3 (LGD2, 25%);

  $89 million second lien term loan, due June 2014, upgraded to
  B2 (LGD4, 55%) from B3 (LGD5, 73%).

Ratings Rationale:

FHC's B2 Corporate Family Rating is constrained by the company's
upcoming debt maturities as its entire debt capital structure is
due in the next 15 months. Moreover, FHC's high revenue
concentration in its public sector segment from which it derives
about 75% of its revenues is a concern. Also continuing to weigh
on the ratings is the company's reliance on certain key contracts,
as the loss of one of these could have an adverse effect on FHC's
operations. Offsetting some of these risks are the Mental Health
Parity Act and Health Care Reform that are expected to widen the
company's customer base and increase demand for its products and
services. The rating also derives support from debt leverage and
coverage metrics (debt-to-EBITDA, free cash flow-to-debt and
[EBITDA-CAPEX]-to-interest expense) that are strong for the rating
category and from the expectation that these metrics will continue
to improve.

The stable outlook considers Moody's expectation that the company
will maintain adjusted credit metrics that are strong for its
rating category, generate free cash flow, and maintain headroom
under its financial covenants.

The ratings could be downgraded if FHC is not able to repay or
refinance its debt maturities in the next 12 months or if the
company experiences deterioration in EBITDA such that the
company's projected covenant compliance headroom narrows below 5%
or debt-to-EBITDA exceeds 4.5 times on a sustained basis. Further,
if the company cannot renew or win new contracts sufficiently to
mitigate potential losses of revenue and EBITDA, the ratings could
be downgraded. Lastly, the ratings will remain sensitive to the
company's margins.

Positive rating action could be supported by reduced near-term
risk of large contract losses and increased consistency in free
cash flow generation and good liquidity.

The principal methodologies used in rating FHC Health Systems,
Inc. were Global Business & Consumer Service Industry published in
October 2010, and Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009. Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
on Moody's website.

FHC Health Systems, Inc. provides behavioral health care services
in the U.S. through its wholly owned subsidiary, ValueOptions,
Inc. ValueOptions provides behavioral managed care programs to the
public sector, employer groups, health plans, and federal
agencies. Headquartered in Norfolk, Virginia, FHC's revenues for
the fiscal year ended December 31, 2012 were $998 million.


FIRST DATA: Incurs $337.4 Million Net Loss in First Quarter
-----------------------------------------------------------
First Data Corporation reported a net loss attributable to the
Company of $337.4 million on $2.59 billion of revenues for the
three months ended March 31, 2013, as compared with a net loss
attributable to the Company of $152.5 million on $2.56 billion of
revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $44.50
billion in total assets, $42.24 billion in total liabilities $69.1
million in redeemable noncontrolling interest and $2.19 billion in
total equity.

"As anticipated, we faced a tough comparison on top-line growth
this quarter.  That said, our profitability fell short of the
mark," said First Data CFO Ray Winborne.  "We are streamlining our
organization to drive decision making closer to the customer, and
the related savings will enable us to better align our cost
structure with near-term revenue growth."

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

                         http://is.gd/e40vOE

                          About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss attributable to the Company of $700.9 million, compared with
a net loss attributable to the Company of $516.1 million during
the prior year.

                           *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FISHER ISLAND: 11th Cir. Dismisses Appeal on Bond Requirement
-------------------------------------------------------------
The U.S. Court of Appeals for the Eleventh Circuit affirmed a
district court order dismissing an appeal by Fisher Island Limited
from the bankruptcy court for lack of standing.

In 2011, six creditors filed involuntary bankruptcy petitions in
the U.S. Bankruptcy Court of the Southern District of Florida.
The petitions, which contested the assignment of a promissory
note, named Fisher Island Investments, Inc. as one of several
alleged debtors.  Fisher Island Limited, a non-party to the
underlying bankruptcy litigation, is a partial owner of Fisher
Island Investments, Inc., and among the 11 signatories of the
promissory note. The terms of the note hold its makers liable "for
any costs and expenses incurred . . . in collection upon this
Note" and for indemnification "against any claims of any third
party in connection with this Note or its validity, enforceability
or collection."

Subsequent to the filings, attorneys for the alleged debtors moved
the bankruptcy court to require a bond as potential
indemnification for attorney's fees pursuant to 11 U.S.C. Sec.
303(e).  The bankruptcy court heard arguments on the motion and
required the petitioning creditors to post a $100,000 bond.
Fisher Island Limited did not file a brief or appear at the bond
hearing.  Following the court's decision, the petitioning
creditors appealed.  On March 22, 2012, the district court
affirmed the bond requirement.

On May 2, 2012, Fisher Island Limited filed a motion in the
district court requesting an extension of time to file a notice of
appeal of the order affirming the bond. On the following day,
Fisher Island Limited filed an appeal. On May 4, 2012, the
district court denied Fisher Island Limited's motion for an
extension and also dismissed its notice of appeal, finding that
Fisher Island Limited lacked standing to appeal. Fisher Island
Limited appealed the decision to the Eleventh Circuit.

The Hon. Eugene E. Siler, Jr., a Circuit Judge for the Sixth
Circuit, sitting by designation, ruled on behalf of the three-
judge panel that the district court properly exercised its
jurisdiction by dismissing Fisher Island Limited's appeal based on
standing pursuant to 28 U.S.C. Sec. 158 and Federal Rule of
Bankruptcy Procedure 8001(a).  Judge Siler, in writing the
opinion, said Fisher Island Limited incorrectly argues that it
satisfies the Article III test for standing, because bankruptcy
courts are not Article III courts.

According to Judge Siler, the person aggrieved doctrine governs
standing in a bankruptcy court.  Because bankruptcy cases
typically affect numerous parties, he said the person aggrieved
test demands a higher causal nexus between act and injury.  He
said Fisher Island Limited is not an aggrieved party.

"Here, the bankruptcy court ordered the petitioning creditors, not
Fisher Island Limited, to post a bond. The creditors appealed the
bond order, claiming to have insufficient funds available to pay
the bond. The creditors did not express in that appeal any
intention to collect monies from Fisher Island Limited, nor has
Fisher Island Limited presented any evidence of such an attempt.
The promissory note at issue in the bankruptcy court requires
indemnification of attorney's fees 'in collection upon this Note'
and not in the case of an attempt at collection. Because
collection has yet to occur, the bond is a provisional, not a
final, security for those fees. If collection does not occur, the
fees will not be due. Furthermore, the note itself is the subject
of litigation and may not ultimately be binding," Judge Siler
said.

"Fisher Island Limited presents no evidence that the creditors
have looked, anticipate looking, or could look to it to satisfy
the creditors' attorney's fees. . . .  Therefore, Fisher Island
Limited does not satisfy the requisite test for standing under the
person aggrieved doctrine and has no standing to appeal the
district court's order."

The appellate case is, FISHER ISLAND LIMITED, Plaintiff-Appellant,
v. FISHER ISLAND INVESTMENTS, INC., MUTUAL BENEFITS OFFSHORE FUND,
LTD., LITTLE REST TWELVE, INC., Defendants-Appellees, No. 12-13045
(11th Cir.).  A copy of the Court's May 1, 2013 decision is
available at http://is.gd/Yy71Apfrom Leagle.com.

                  About Fisher Island Investments
                   Mutual Benefits Offshore Fund
                       and Little Rest Twelve

Solby+Westbrae Partners; 19 SHC Corp.; Ajna Brands Inc.; 601/1700
NBC LLC; Axafina Inc.; and Oxana Adler, LLM, filed an involuntary
Chapter 11 petition against Miami Beach, Florida-based Fisher
Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-17047) on
March 17, 2011.

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).  Judge A. Jay Cristol
presides over the case.  The case was previously assigned to Judge
Laurel M. Isicoff.

Petitioning creditors are represented by Craig A. Pugatch, Esq.,
and George L. Zinkler, Esq., at Rice Pugatch Robinson & Schiller,
P.A., 101 NE 3 Ave. Suite 1800, Fort Lauderdale FL 33301.

John F. O'Sullivan, Esq., at Hogan Lovells US LLP, Patricia A.
Redmond, Esq., at Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.,, and Terrance A. Dee, Esq., at DiBello, Lopez &
Castillo, P.A., represent Alleged Debtor Fisher Island
Investments, Inc., as counsel.

Donald F. Walton, the U.S. Trustee for Region 21, appointed James
S. Feltman as an examiner in the involuntary cases.  Greenberg
Traurig, P.A., serves as counsel for the examiner while Leshaw
Law, P.A., is the co-counsel.


FNBH BANCORP: Amends 2012 Annual Report
---------------------------------------
FNBH Bancorp, Inc., has amended its annual report for the period
ended Dec. 31, 2012, for the purpose of including the information
required by items 10 through 14 of its Form 10-K due to the fact
that the Corporation's definitive proxy statement for the 2013
annual meeting of shareholders will not be filed with the SEC
pursuant to SEC Regulation 14A on or before April 30, 2013, and
therefore will not be incorporated by reference.

In connection with this amendment, the Corporation included as
exhibits updated certifications required under Section 302 of the
Sarbanes-Oxley Act of 2002.  Solely for this reason, the
Corporation also has restated Part IV of the Original Filing in
Part IV of this Amendment No. 1.  The amendment does not alter or
restate any of the information set forth in the Original Filing.
A copy of the Amended Form 10-K is available for free at:

                        http://is.gd/7OS1cj

                         About FNBH Bancorp

Howell, Michigan-based FNBH Bancorp, Inc., is a one-bank holding
company, which owns all of the outstanding capital stock of First
National Bank in Howell.  The Bank was originally organized in
1934 as a national banking association.  As of Dec. 31, 2011, the
Bank had approximately 85 full-time and part-time employees.  The
Bank serves primarily five communities, Howell, Brighton, Green
Oak Township, Hartland, and Fowlerville, all of which are located
in Livingston County.

FNBH disclosed net income of $329,000 in 2012, as compared with a
net loss of $3.57 million in 2011.  The Company's balance sheet at
Dec. 31, 2012, showed $296.87 million in total assets, $289.50
million in total liabilities and $7.36 million in total
shareholders' equity.

BDO USA, LLP, in Grand Rapids, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.

"The Corporation's subsidiary bank ("Bank") is significantly
undercapitalized under regulatory capital guidelines and, during
2009, the Bank entered into a consent order regulatory enforcement
action ("consent order") with its primary regulator, the Office of
the Comptroller of the Currency.  The consent order requires
management to take a number of actions, including, among other
things, increasing and maintaining its capital levels at amounts
in excess of the Bank's current capital levels.  As discussed in
Note 20, the Bank has not yet met the higher capital requirements
and is therefore not in compliance with the consent order.  As a
result of the uncertain potential impact of future regulatory
actions, circumstances exist that raise substantial doubt about
the Corporation's ability to continue as a going concern."


FRIENDFINDER NETWORKS: Amends 2012 Annual Report
------------------------------------------------
FriendFinder Networks Inc. has amended its annual report for the
period ended Dec. 31, 2012, to update one item of information
previously disclosed in Part I, Item 1 of the Form 10-K and to
include the information required to be disclosed by Part III,
Items 10-14 of Form 10-K.  A copy of the Amended Annual Report is
available for free at http://is.gd/4NDFYs

                     About FriendFinder Networks

FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com.  All total, its Web sites are offered in 12
languages to users in some 170 countries.  The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images.  The Company is based in
Boca Raton, Florida.

FriendFinder Networks reported a net loss of $49.44 million
in 2012, a net loss of $31.14 million in 2011, and a net loss of
$43.15 million in 2010.  The Company's balance sheet at Dec. 31,
2012, showed $452.15 million in total assets, $628.56 million in
total liabilities and a $176.41 million total stockholders'
deficiency.

                           *     *     *

In the Nov. 14, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered its rating on FriendFinder Networks Inc.
to 'CC' from 'CCC'.

"The downgrade follows FriendFinder's announcement that it had
reached a forbearance agreement with 85% of the lenders in its
senior secured notes and 100% of the lenders in its second lien
cash pay notes that defers the excess cash flow payments through
Feb. 4, 2013," said Standard & Poor's credit analyst Daniel
Haines.  "The company has decided to preserve liquidity as it
attempts to refinance its debt.  We are withdrawing our ratings at
the company's request."


GASCO ENERGY: NYSE Files Form 25 with SEC
-----------------------------------------
The NYSE MKT LLC filed a Form 25 with the U.S. Securities and
Exchange Commission regarding the removal from listing or
registration of the common stock of GASCO Energy Inc.

Gasco Energy received notice from the NYSE MKT LLC on
March 27, 2013, indicating that the Exchange intended to initiate
delisting proceedings against the Company by filing a delisting
application with the Securities and Exchange Commission pursuant
to Section 1009(d) of the NYSE MKT LLC Company Guide.

The Company did not appeal the Exchange's determination to delist
its common stock.

                        About Gasco Energy

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

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

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

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


GRANITE DELLS: Swanson Estate Buys Prescott Land for $31.3MM
------------------------------------------------------------
Mike Sunnucks, writing for Phoenix Business Journal, reports that
the estate of former Del Webb Corp. CEO and Greyhound Corp.
president Robert K. Swanson has purchased 15,000 acres of land in
Prescott via Chapter 11 bankruptcy proceedings involving Granite
Dells Ranch Holdings LLC, a venture of Scottsdale real estate
developer David Cavan.  The Arizona-based Swanson estate purchased
the land for $31.3 million via U.S. Bankruptcy Court proceedings.
The report says the Prescott area parcels could be developed into
a master planned community by Arizona Eco Development LLC.
Arizona Eco had owned a promissory note for the Granite Dells land
and filed a $130 million claim in the Chapter 11 proceedings.

                About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor disclosed
$2.22 million in assets and $157 million in liabilities as of the
Chapter 11 filing.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Granite Dells because an
insufficient number of unsecured creditors have expressed interest
in serving on a committee.

The Debtor's Plan provides for payment to unsecured creditors
(including any unsecured claim of AED) in quarterly installments
over eight years aggregating $5 million.  However, the Plan
provides that a holder of an investment promissory note (estimated
to total $21 million) will be given the option of participating in
the funding of the Reorganized Debtor.

Tri-City Investment & Development, LLC, a 39.25% equity holder in
the Debtor, also filed a Consolidated Supplemental Disclosure in
support of Tri-City's Plan, as amended.  Tri-City's consolidated
Disclosure Statement incorporates and restates all material terms
of the Tri-City's previous disclosure statements and incorporates
the terms of the agreement that was reached at the Aug. 20, 2012,
mediation.

Judge Ballinger signed an order on March 27, 2013, confirming the
Joint Plan of Reorganization proposed by the ad hoc committee of
noteholders and Arizona Eco Development LLC for the Debtors.  The
Court confirmed the Plan after the Plan Proponents resolved
the confirmation objections raised by the Unofficial Ad Hoc
Committee of Equity Holders; GDRH; Granite Dells Units, LLC; Cavan
Prescott Investors, LLC; Cavan Management Company, LLC, as an
assignee of profit interests of CMS; and Major Cattle Company,
LLC.


GSC GROUP: Testimony, Arguments End in Fee-Sharing Case
-------------------------------------------------------
Joseph Checkler and Peg Brickley at Dow Jones' DBR Small Cap
report that a closely watched trial over whether prominent
bankruptcy professionals hid key facts about fee arrangements in
the bankruptcy of asset manager GSC Group Inc. entered a new phase
on Wednesday, as a judge ended arguments and testimony and ordered
the sides to issue closing briefs.

                         About GSC Group

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

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

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

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

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

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

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


HOPKINS COUNTY HOSPITAL: Moody's Cuts $22.7MM Bonds Rating to Ba3
-----------------------------------------------------------------
Moody's Investors Service downgraded to Ba3 from Ba2 the long-term
bond rating assigned to Hopkins County Hospital District's $22.7
million of outstanding Series 2008 fixed rate hospital revenue
bonds. The outlook remains negative at the lower rating level.

HCHD owns and operates Hopkins County Memorial Hospital, a 54-
staffed bed acute care hospital located in Sulphur Springs, TX.

Rating Rationale:

The rating downgrade is attributable to continued downward
pressures on cash flow generation and liquidity for the system.
Increasing adjusted operating losses and declining cash flow
generation resulted in negative cash flow in fiscal year (FY)
2012, very low margins and thin debt service coverage for this
system with a small medical staff and revenue base, although debt
service coverage is stronger for the obligated group. HCHD
continues to expand its strategy to employ physicians to secure
its medical staff, stem outmigration and enhance services. The
Board of Directors increased the tax rate in 2010 to supplement
increasing losses, but future tax rate increases will be limited
as HCHD nears its tax rate ceiling. Unrestricted liquidity has
continued to decline with poor performance, and cash-to-debt is
weak at 44%, yet cash is conservatively invested and the absence
of swaps, a defined contribution pension plan, and minimal capital
needs minimize other demands on liquidity. Debt is 100% fixed
rate, removing interest rate and demand risk.

Challenges

- Continued declines in adjusted operating cash flow generation
   in fiscal year 2012 beyond expected levels, with an operating
   loss $3.9 million greater than anticipated driving negative
   Moody's-adjusted operating cash flow margin of -0.2% for the
   system

- Moody's-adjusted debt service coverage ratio for the system is
   very low at 0.25 times, yet obligated group coverage, which
   consists of the hospital only and not the employed physician
   group is stronger at 2.36 times

- Volume metrics are mixed in FY 2012 with an increase in
   admissions yet a decline in combined admissions and
   observation stays; both emergency room volumes and outpatient
   visits increased yet surgeries and newborns declined

- Small active medical staff of just over 30 physicians drives
   small admission, revenue ($56.4 million) and asset bases that
   create vulnerability to physician or service interruptions

- Absolute unrestricted liquidity continued to decline in FY
   2012 (to $14.5 million at fiscal yearend (FYE) 2012 from $15.2
   million at FYE 2011) for 91 days cash on hand and a weak 44%
   cash-to-direct debt; slight rebound in liquidity in the first
   quarter of FY 2013 with tax collections

Strengths

- The only hospital in Hopkins County, with the nearest
   competitor of size located 32 miles to the west in Greenville;
   HCHD is coterminous with Hopkins County, with A2 General
   Obligated Limited Tax rated county debt

- Completion of major capital projects in 2010 removes need for
   critical capital spending in the near term, enabling HCHD the
   ability to preserve liquidity

- As a District hospital, HCHD has taxing capability of up to
   $0.25 per $100 of assessed property values, with the District
   Board showing a willingness and ability to increase the tax
   rate (currently $0.21667), most recently in 2010

- Debt is all in a fixed rate mode, and principal payments are
   delayed on the Series 2008 bonds until 2015 which assists in
   preserving/growing liquidity in the near-term; no additional
   debt planned; liquidity is conservatively invested in cash and
   cash equivalents

- Defined contribution pension plan and minimal operating leases

Outlook

The negative outlook is attributable to continued pressures on
operating performance, including anticipated further growth in the
number of employed physicians, at risk supplemental payments under
healthcare reform, and decreased flexible margin to increase
revenue with a tax increase due to nearing the tax rate ceiling.

What Could Move the Rating Up

Growth in inpatient volumes and revenue base to mitigate the risks
associated with its small size; substantial reduction in long-term
debt while maintaining and growing liquidity balance; growth and
stability in operating cash flow generation for the system

What Could Move the Rating Down

Loss of tax revenues to support operations; further decline in
unrestricted liquidity; continuation of unfavorable operating
performance that negatively impacts cash flow and debt service
coverage; additional debt beyond current capital structure

Principal Methodology

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


HOSTESS BRANDS: CEO's Anti-Union Talk Shows Silence Can Be Golden
-----------------------------------------------------------------
Abigail Rubenstein of BankruptcyLaw360 reported that Hostess
Brands LLC's recent rush to deny media reports based on a top
executive's comments that the revamped company was looking to hire
only nonunion workers should serve as a lesson to employers to
watch what they say when opining publicly on labor issues.

According to the report, the newly revived Hostess snack cake
company sparked controversy when reports surfaced last week
suggesting that corporate officers from one of the companies that
acquired several iconic brands, including Twinkies, from bankrupt
Hostess Brands Inc. had said the company did not intend to hire
workers from union groups.

                      About Hostess Brands

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

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

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

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

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

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

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

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

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


ICEWEB INC: Amends 43 Million Common Shares Prospectus
------------------------------------------------------
IceWeb, Inc., filed a post-effective amendment no.3 to the Form
S-1 registration statement relating to the periodic offers and
sales by Iroquois Master Fund Ltd., Kingsbrook Opportunities
Master Fund LP, Alpha Capital Anstalt, and OTA, LLC, of up to
43,090,298 shares of the Company's common stock issuable upon the
exercise of common stock purchase warrants held by those selling
stockholders.  The warrants were issued in the Company's private
placement financing on Nov. 23, 2011.

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

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

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

A copy of the Post-Effective Amendment is available at:

                        http://is.gd/X8GJSu

                           About IceWEB

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

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

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

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


IDERA PHARMACEUTICALS: Amends 2012 Annual Report
------------------------------------------------
Idera Pharmaceuticals, Inc., has amended its annual report for the
period ended Dec. 31, 2012, solely to amend and restate items 10,
11, 12, 13 and 14 of Part III.  In addition, in accordance with
Rule 12b-15 under the Securities Exchange Act of 1934, as amended,
Item 15 of Part IV of the Original Form 10-K Filing has been
amended and restated solely to include as exhibits new
certifications by the Company's principal executive officer and
principal financial officer.   A copy of the Amended Form 10-K is
available for free at http://is.gd/dLCtja

                     About Idera Pharmaceuticals

Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a
clinical stage biotechnology company engaged in the discovery and
development of novel synthetic DNA- and RNA-based drug candidates
that are designed to modulate immune responses mediated through
Toll-like Receptors, or TLRs.  The Company has two drug
candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a
TLR7, TLR8, and TLR9 antagonist, in clinical development for the
treatment of autoimmune and inflammatory diseases.

In the auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, Ernst & Young LLP, in Boston,
Mass., expressed substantial doubt about Idera's ability to
continue as a going concern, citing recurring losses and negative
cash flows from operations and the necessity to raise additional
capital or alternative means of financial support, or both, prior
to Dec. 31, 2013, in order to continue to fund its operations.

The Company reported a net loss of $19.2 million on $51,000 of
revenue in 2012, compared with a net loss of $23.8 million on
$53,000 of revenue in 2011.  Revenue in 2012 and 2011 consisted of
reimbursement by licensees of costs associated with patent
maintenance.

The Company's balance sheet at Dec. 31, 2012, showed $10.8 million
in total assets, $4.2 million in total liabilities, $5.9 million
of Series D Redeembale Convertible Preferred Stock, and
stockholders' equity of $706,000.


IMAGEWARE SYSTEMS: Amends 2012 Annual Report
--------------------------------------------
Imageware Systems, Inc., has amended its annual report for the
period ended Dec. 31, 2012, to include information previously
omitted from Items 10, 11, 12, 13, and 14 of Part III of the
original filing, in reliance on General Instruction G(3) 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 fiscal year end.

In addition, as required by Rule 12b-15 under the Securities and
Exchange Act of 1934, as amended, new certifications by the
Company's principal executive officer and principal financial
officer are filed as exhibits to this Amendment under Item 15 of
Part IV.

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

                        http://is.gd/3Olja7

                      About ImageWare Systems

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

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


INFINITY ENERGY: Malone Replaces EKS&H as Accountants
-----------------------------------------------------
The Audit committee of Infinity Energy Resources, Inc., recently
completed a process to determine what audit firm would serve as
the Company's independent registered public account firm for the
year ending Dec. 31, 2013.  On April 24, 2013, the Audit Committee
determined to dismiss EKS&H LLLP as the Company's independent
registered public accounting firm effective immediately.

The reports of EKS&H on the Company's consolidated financial
statements as of and for the years ended Dec. 31, 2012, and 2011,
did not contain an adverse opinion or a disclaimer of opinion, nor
were those reports qualified or modified as to audit scope or
accounting principles, however, the reports included an emphasis
of a matter paragraph with respect to the uncertainty of the
ability of the Company to continue as a going concern.

During the years ended Dec. 31, 2012, and 2011, and through
April 24, 2013, there were no (a) disagreements with EKS&H on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved
to EKS&H's satisfaction, would cause EKS&H to disclose that in its
reports on the Company's financial statements for those years; or
(b) reportable events, as described under Item 301(a)(1)(v) of
Regulation S-K.

Contemporaneous with the determination to dismiss EKS&H, the Audit
Committee engaged Malone Bailey LLP as the Company's independent
registered public accounting firm for the year ending Dec. 31,
2013, also to be effective immediately for the filing of the
Company's First Quarter 2013 Form 10-Q.

During the years ended Dec. 31, 2012, and 2011, and the subsequent
interim period through April 26, 2013, the Company did not consult
with Malone regarding any of the matters or events set forth in
Item 304(a)(2) of Regulation S-K.

                       About Infinity Energy

Overland Park, Kansas-based Infinity Energy Resources, Inc., and
its subsidiaries, are engaged in the acquisition and exploration
of oil and gas properties offshore Nicaragua in the Caribbean Sea.

Infinity Energy disclosed net income of $2.90 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.52 million
during the prior year.  The Company's balance sheet at Dec. 31,
2012, showed $4.46 million in total assets, $6.95 million in total
liabilities, $12.86 million in Redeemable, convertible preferred
stock and a $15.35 million total stockholders' deficit.

EKS&H LLLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses, has no on-going
operations, and has a significant working capital deficit, which
raises substantial doubt about its ability to continue as a going
concern.


INFUSYSTEM HOLDINGS: Amends 2012 Annual Report
----------------------------------------------
Infusystem Holdings, Inc., has amended its annual report for the
period ended Dec. 31, 2012, to include the information required by
items 10 through 14 of Part III of the Company's Form 10-K.  This
information was previously omitted from the Company's Form 10-K in
reliance on General Instruction G(3) to Form 10-K, which permits
the information to be incorporated in the Company's Form 10-K by
reference from the Company's definitive proxy statement if that
statement is filed no later than 120 days after the Company's
fiscal year-end.  The Company filed the amendment to include Part
III information in its Form 10-K because a definitive proxy
statement containing that information was not filed by
April 30, 2013.  A copy of the Amended Form 10-K is available for
free at http://is.gd/tOpHBS

                      About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

Infusystem Holdings disclosed a net loss of $1.48 million in 2012,
as compared with a net loss of $45.44 million in 2011.  The
Company's balance sheet at Dec. 31, 2012, showed $77.52 million in
total assets, $37.51 million in total liabilities and $40.01
million in total stockholders' equity.


INTERLEUKIN GENETICS: Amends Annual Report for 2012
---------------------------------------------------
Interleukin Genetics, Inc., has amended its annual report for the
period ended Dec. 31, 2012, as filed with the U.S. Securities and
Exchange Commission on March 28, 2013, to include the disclosure
required in Part III, Items 10, 11, 12, 13 and 14.  Except for
Items 10, 11, 12, 13 and 14 of Part III and Item 15(a)(3) of Part
IV, no other information included in the Original Form 10-K is
amended or changed by the Amendment.  A copy of the Form 10-K, as
amended, is available for free at http://is.gd/9qdysm

                         About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

Interleukin Genetics disclosed a net loss of $5.12 million in
2012, as compared with a net loss of $5.02 million in 2011.  The
Company's balance sheet at Dec. 31, 2012, showed $2.96 million
in total assets, $16.58 million in total liabilities and a $13.62
milion total stockholders' deficit.

Grant Thornton LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred a net loss of $5,120,084 during the year
ended December 31, 2012, and as of that date, the Company?s total
liabilities exceeded its total assets by $13,623,800.  These
conditions, among other factors, raise substantial doubt about the
Company's ability to continue as a going concern.

                        Bankruptcy Warning

"We expect that our current and anticipated financial resources,
including the full amount drawn under our credit facility with
Pyxis Innovations, Inc., an affiliate of our majority stockholder,
Alticor, Inc., will be adequate to maintain our current and
planned operations only through April 2013.  We need significant
additional capital to fund our continued operations, including for
the commercial launch of our PST(R) genetic test, continued
research and development efforts, obtaining and protecting patents
and administrative expenses.  We have retained a financial advisor
and are actively seeking additional funding, however, based on
current economic conditions, additional financing may not be
available, or, if available, it may not be available on favorable
terms.  In addition, the terms of any financing may adversely
affect the holdings or the rights of our existing shareholders.
For example, if we raise additional funds by issuing equity
securities, further dilution to our then-existing shareholders
will result.  Debt financing, if available, may involve
restrictive covenants that could limit our flexibility in
conducting future business activities.  We also could be required
to seek funds through arrangements with collaborators or others
that may require us to relinquish rights to some of our
technologies, tests or products in development.  If we cannot
obtain additional funding on acceptable terms, we may have to
discontinue operations and seek protection under U.S. bankruptcy
laws," according to the Company's annual report for the year ended
Dec. 31, 2012.


ION GEOPHYSICAL: Moody's Rates New $175-Mil. Notes 'B3'
-------------------------------------------------------
Moody's Investors Service assigned ION Geophysical Corporation a
B2 Corporate Family Rating and a B3 rating to its proposed
offering of $175 million of second priority senior secured notes
due 2018. Moody's also assigned a SGL-2 Speculative Grade
Liquidity rating to ION. The proceeds from the proposed notes
offering will be used to repay revolver drawings, to finance
additional capital needs at its GeoRXT joint venture and for
general corporate purposes. The rating outlook is stable.

Rating Assignments:

  $175 Million Senior Secured Notes due in 2018, Rated B3 (LGD 4,
  68%)

  Corporate Family Rating of B2

  Probability of Default Rating of B2-PD

  Speculative Grade Liquidity rating of SGL-2

Ratings Rationale:

ION's B2 Corporate Family Rating reflects its exposure to the
highly volatile and cyclical seismic sector, which are typically
the first sub-sector in the oilfield services industry to decline
in a down-cycle and the last sub-sector to benefit from an up-
cycle recovery. This exposure results in significant earnings and
cash flow volatility, and limits debt capacity. The B2 rating is
further constrained by uncertainties related to the ultimate
outcome of ION's litigation with WesternGeco. The rating is
supported by ION's long track record in the seismic sector, with
good product line and geographic diversity within the seismic
sector, low fixed costs and a high level of capital spending
flexibility.

ION's SGL-2 Speculative Grade Liquidity rating reflects a good
liquidity profile through early 2014. Pro forma for the $175
million in notes, ION will have an undrawn $175 million credit
facility due March 2015. Moody's expects the company to fully
cover its capital investments with cash flow from operations
through early 2014. The SGL-2 is tempered by the uncertainty over
the ultimate outcome of ION's litigation exposure and somewhat
limited alternative liquidity given that the majority of the
company's assets are encumbered.

The B3 rating on ION's proposed $175 million of second priority
senior secured notes due 2018 reflects both the overall
probability of default of ION, to which Moody's assigns a PDR of
B2-PD, and a loss given default of LGD 4 (68%). The senior secured
notes are guaranteed by essentially all material domestic
subsidiaries on a senior secured basis, but second in priority to
ION's first priority $175 million senior secured credit facility.
The guarantors of the notes accounted for roughly 58% of ION's
2012 EBITDA and 69% of its total assets. The notes do not benefit
from upstream guarantees from ION's foreign subsidiaries or its
joint ventures. ION does not have any material amount of debt at
its foreign subsidiaries (about $3 million in lease obligations at
December 31, 2012). The size of potential first priority claims
relative to the second priority notes outstanding results in the
notes being notched one notch below the B2 CFR under Moody's Loss
Given Default Methodology. If there were to be material drawings
for an extended period on ION's credit facility, the notes could
be notched two notches below the CFR.

The rating outlook is stable and assumes continued favorable
market demand for ION's products and services over the next 12-18
months and that ION would have full access to its revolving credit
facility to fund any unfavorable legal judgments.

The ratings could be upgraded if ION is successful in maintaining
strong liquidity and low financial leverage (debt/EBITDA less
multi-client capital spending below 2.5x), assuming reasonably
favorable resolution of ION's litigation exposure and continued
supportive market conditions.

The ratings could be downgraded from increased financial leverage
(debt/EBITDA less multi-client capital spending greater than 7.0x
in a sector downturn or greater than 4.0x during more supportive
sector conditions). A need to fund an unfavorable legal judgment
materially in excess of $106 million could also result in downward
pressure on the rating.

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

ION Geophysical Corporation provides seismic services and products
to the global energy industry and is headquartered in Houston, TX.


ISTAR FINANCIAL: Incurs $41.3 Million Net Loss in First Quarter
---------------------------------------------------------------
iStar Financial Inc. reported a net loss allocable to common
shareholders of $41.26 million on $94.53 million of total revenues
for the three months ended March 31, 2013, as compared with a net
loss allocable to common shareholders of $54.79 million on $101.08
million of total revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed $6.07
billion in total assets, $4.61 billion in total liabilities and
$1.45 billion in total equity.

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

                        http://is.gd/Eemjy4

                        About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

iStar Financial incurred a net loss of $241.43 million in 2012,
and a net loss of $25.69 million in 2011.

                           *     *     *

In March 2012, Fitch affirmed the company's 'B-' issuer default
rating.  The IDR affirmation is based on a manageable debt
maturity profile of the company, pro forma for the recently-
consummated secured financing that extends certain of the
company's debt maturities, relieving the overhang of significant
unsecured debt maturities in 2012 and 2013.  While this 2012
financing does not reduce the amount of total debt outstanding,
the company's debt maturity profile is more manageable over the
next two years, with only 48% of debt maturing pro forma, down
from 61%.  Given the mild improvement in commercial real estate
fundamentals and value stabilization, the company's loan and real
estate owned portfolio performance will likely improve going
forward, which should increase the company's ability to repay
upcoming indebtedness.

As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial Inc.

In October 2012, Moody's Investors Service upgraded the corporate
family rating to B2 from B3.  The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate.  The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.


IZEA INC: Chairman Expresses Displeasure, Resigns
-------------------------------------------------
Mitchel J. Laskey resigned from IZEA, Inc.'s Board of Directors on
April 24, 2013.  At the time of his resignation, Mr. Laskey was
the Chairman of the Board, the Chairman of the Audit Committee and
a member of the Compensation and Nominating Committees.

"My decision to resign was prompted by my discomfort with the
Board's current process to evaluate and consummate a strategic
financing alternative," Mr. Laskey sain in his letter of
resignation.

On April 26, 2013, the Board unanimously elected the Company's
President, CEO and Director, Edward H. (Ted) Murphy, as Chairman
of the Board.

                          About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., believes it is a world
leader in social media sponsorships ("SMS"), a rapidly growing
segment within social media where a company compensates a social
media publisher to share sponsored content within their social
network.  The Company accomplishes this by operating multiple
marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

The Company has incurred significant losses from operations since
inception and has an accumulated deficit of $20.9 million as of
June 30, 2012.

Cross, Fernandez & Riley, LLP, in Orlando, Florida, expressed
substantial doubt about IZEA's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has incurred recurring operating losses and had an accumulated
deficit at Dec. 31, 2011, of $18.1 million.


J.C. PENNEY: Obtains $1.7 Billion Funding From Goldman Sachs
------------------------------------------------------------
J. C. Penney Company, Inc., has entered into a commitment letter
with Goldman Sachs Bank USA under which Goldman Sachs has
committed to provide the Company with a five-year $1.75 billion
senior secured term loan facility.

Chief Financial Officer Ken Hannah said, "This loan facility is an
important component of our strategic plan to strengthen the
Company's financial position.  Together with our revolving credit
facility, this will give us the financial strength we need to meet
our current funding requirements and build toward a successful
future."

Under the terms of the commitment letter, the proceeds of the loan
facility may be used to fund ongoing working capital requirements
and other general corporate purposes and to amend, acquire or
satisfy and discharge the Company's outstanding 7 1/8% Debentures
Due 2023.

The facility will be secured by real estate, subject to certain
carve outs, as well as an interest in substantially all other
assets of the Company and certain of its subsidiaries.  Further
details about the loan facility is available for free at:

                        http://is.gd/5RPO49

On April 15, 2013, the Company announced that it had drawn down
$850 million on its $1.85 billion committed revolving credit
facility for operating, working capital and capital expenditure
needs.

A copy of the Commitment Letter is available for free at:

                        http://is.gd/xhuQyt

                         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.


LA JOLLA: Had 22.1 Million Outstanding Shares at April 26
---------------------------------------------------------
La Jolla Pharmaceutical Company reported that since March 22,
2013, it had converted approximately 15.192 shares of Series D-12
Convertible Preferred Stock into 3,237,157 shares of common stock,
$0.0001 par value per share.  Following these conversions, the
Company had a total of 22,118,399 shares of Common Stock issued
and outstanding as of April 26, 2013.

On April 26, 2013, the Company also announced that a record date
of May 1, 2013, has been set in connection with the Company's 2013
Annual Meeting of Stockholders.

                    About La Jolla Pharmaceutical

San Diego, Cal.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

After auditing the 2011 results, BDO USA, LLP, in San Diego,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations, has an accumulated deficit of $439.6 million and a
stockholders' deficit of $15.6 million as of Dec. 31, 2011, and
has no current source of revenues.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $7.73 million, as compared with a net loss of $11.54
million for the 12 months ended Dec. 31, 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $3.43 million in total
assets, $216,000 in total liabilities, all current, and $3.21
million in total stockholders' equity.


LANCASTER FINANCING: S&P Revises Ratings Outlook to Stable
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative on Lancaster Financing Authority, Calif.'s series
2004 and 2006 school district projects tax allocation bonds
(school TABs), issued for Lancaster Redevelopment Agency's (RDA)
project area No. 5 (PA 5) and project area No. 6 (PA 6).  At the
same time, Standard & Poor's affirmed its 'BB-' long-term rating
on the school TABs.

"We revised the outlook after the successor agency to the former
RDA replenished a portion of parity debt service reserve funds and
managed its recent recognized obligation payment schedule requests
to include amounts necessary to replenish debt service funds
required by the loan agreements," said Standard & Poor's credit
analyst Sussan Corson.

The rating reflects what S&P views as:

   -- Inadequate 0.91x maximum annual debt service (MADS) on
      school TABs and nonschool/nonhousing loan debt service for
      PA 5 and PA 6 by total school pass-through revenue and PA 5
      and PA 6 net property tax revenue,;

   -- Partial replenishment of debt service reserve draws from
      Feb. 1, 2012;

   -- The city of Lancaster's high unemployment levels;

   -- Some stabilization in assessed value (AV) across the project
      areas since double-digit declines in fiscal years 2010 and
      2011; and

   -- Moderate 0.24 volatility ratio and relatively diverse
      leading 10 taxpayers representing only 5.8% of incremental
      AV across the two project areas.

A portion of incremental property tax revenues allocated under
existing tax-sharing agreements with several school districts in
PA 5 and PA 6 (school pass-through revenues) secures the school
TABs.  According to loan agreements, pledged school pass-through
revenues for PA 5 and PA 6 are also pledged to existing
nonschool/nonhousing TABs.  Existing nonschool/nonhousing TABs are
secured by incremental property taxes for four or five project
areas--net of required pass-through payments under tax-sharing
agreements, senior debt service outstanding, and housing set-aside
revenues, under individual loan agreements.  Pledged tax revenues
for the project areas are cross-collateralized through the
authority bond funds and the trustee-held debt service reserve
funds.  According to the trustee, the series 2004 school TABs
reserve is funded with cash and the series 2006 school TABs
reserve is funded with an investment agreement with Natixis S.A.

The stable outlook reflects S&P's view of the successor agency's
(SA) replenishment of a portion of debt service reserve funds and
its management of its recent ROPS requests to include amounts
necessary to replenish debt service funds required by the loan
agreements.  The outlook also reflects the county auditor-
controller's estimate of available redevelopment property tax
trust fund in June 2013, which S&P calculates should be sufficient
to fully replenish all debt service reserve and debt service
funds.  Should project area AV fail to stabilize or the SA fail to
fully replenish the debt service reserve funds or use additional
debt service reserves to meet semi-annual debt service shortfalls,
S&P could lower the rating in the next year.

Lancaster, with a population of about 160,000, is about 65 miles
northeast of Los Angeles in the southwest portion of Antelope
Valley.


LANCASTER FINANCING: S&P Affirms 'BB' Rating on Subordinate Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative on Lancaster Financing Authority, Calif.'s series
2003, 2003B, 2004B, and 2006 subordinate tax allocation bonds
(TABs).  At the same time, Standard & Poor's affirmed its 'BB'
underlying rating (SPUR) on the TABs.

"We revised the outlook to stable after the successor agency to
the former Lancaster Redevelopment Agency replenished most parity
debt service reserve funds and managed its recent recognized
obligation payment schedule requests to include amounts necessary
to replenish debt service funds required by the loan agreements,"
said Standard & Poor's credit analyst Sussan Corson.

The SPUR reflects what S&P views as:

   -- The successor agency's (SA) use of debt service reserves on
      Feb. 1, 2012, and what it perceives as the SA's previous
      weak management of TAB payments despite subsequent reserve
      replenishment;

   -- Non-investment-grade debt service reserves for parity series
      2003, 2003B, and 2006;

   -- Total aggregate maximum annual debt service (MADS) coverage
      by all five project areas of 0.9x by net tax increment
      revenue only, excluding 20% and all pass-through payments,
      and 1.1x when including senior pledged school district pass-
      through revenue from project area 6 (PA 6) without related
      debt;

   -- The city of Lancaster's high unemployment levels;

   -- Some stabilization in assessed value (AV) across the project
      areas since double-digit declines in fiscal years 2010 and
      2011; and

   -- Moderate 0.18 volatility ratio and relatively diverse
      leading 10 taxpayers, representing only 6.1% of incremental
      AV across all five project areas.

The stable outlook reflects S&P's view of the SA's replenishment
of most debt service reserve funds and its management of its
recent ROPS requests to include amounts necessary to replenish
debt service funds required by the loan agreements.  The outlook
also reflects the county auditor-controller's estimate of
available redevelopment property tax trust fund in June 2013,
which S&P calculates should be sufficient to fully replenish all
debt service reserve and debt service funds.  Should project area
AV fail to stabilize or the SA fail to fully replenish the debt
service reserve funds or use additional debt service reserves to
meet semi-annual debt service shortfalls, S&P could lower the
rating in the next year.

Lancaster, with a population of about 160,000, is about 65 miles
northeast of Los Angeles in the southwest portion of Antelope
Valley.


LANDAMERICA FINANCIAL: Experian Lawsuit Violates Confirmed Plan
---------------------------------------------------------------
Bankruptcy Judge Kevin R. Huennekens in Richmond, Virginia, said
Experian Information Solutions, Inc., is barred under the
confirmed Joint Chapter 11 Plan of LandAmerica Financial Group,
Inc. and its affiliated debtors from proceeding with its complaint
filed in the United States District Court for the Northern
District of Illinois against Bruce Matson, in his capacity as
Trustee of the LandAmerica Credit Services Inc. Liquidation Trust.
Judge Huennekens said the lawsuit violates both the terms of the
Plan and the common law doctrine arising from Barton v. Barbour,
104 U.S. 126 (1881).

On April 2, 2013, Experian filed the Illinois Action against Mr.
Matson, alleging that Mr. Matson's appointment as both the LACS
Trustee and the LFG Trustee created a conflict of interest, and
that Mr. Matson breached his fiduciary duties to beneficiaries of
the LACS Trust by (1) agreeing to serve as trustee for more than
one trust and (2) failing to move to equitably subordinate an
intercompany receivable due from LACS to LFG. Experian further
alleges that Mr. Matson improperly used "confidential, privileged
information" in an attempt to manipulate the mediation between the
parties and "negotiate a settlement that was disadvantageous to
beneficiaries of the LACS Trust, including Experian."

Judge Huennekens held that Mr. Matson's dual role as both the LACS
Trustee and the LFG Trustee was disclosed in the Plan and was
expressly authorized by the LFG Liquidation Trust Agreement.  The
parties bound by the Plan, including Experian, acknowledged that a
net benefit would inure to all trust beneficiaries from such an
arrangement.

A copy of the Court's April 30, 2013 Memorandum Opinion is
available at http://is.gd/1exMb5from Leagle.com.

                   About LandAmerica Financial

LandAmerica Financial Group, Inc., provided real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica Financial Group and its affiliate
LandAmerica 1031 Exchange Services Inc. filed for Chapter 11
protection (Bankr. E.D. Va. Lead Case No. 08-35994) on Nov. 26,
2008.  Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods
LLP served as co-counsel.  Zolfo Cooper served as restructuring
advisor.  Epiq Bankruptcy Solutions served as claims and notice
agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran PLC served as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan served as
counsel to the Creditors Committee of LFG.

In its bankruptcy petition, LFG reported total assets of
$3.325 billion and total debts of $2.839 billion as of Sept. 30,
2008.

On March 6, 2009, March 27, 2009, March 31, 2009, July 17, 2009,
Oct. 12, 2009, and Nov. 4, 2009, various LFG affiliates --
LandAmerica Assessment Corporation, LandAmerica Title Company,
Southland Title Corporation, Southland Title of Orange County,
Southland Title of San Diego, LandAmerica Credit Services, Inc.,
Capital Title Group, Inc., and LandAmerica OneStop Inc. -- also
commenced voluntary Chapter 11 cases.  The Chapter 11 cases of
LFG, LES, and the LFG Affiliates are jointly administered under
case number 08-35994.

LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009.
The Court on Nov. 23, 2009, entered an order confirming the Joint
Chapter 11 Plan of LFG and its Affiliated Debtors, dated Nov. 16,
2009, as to all Debtors other than OneStop.  The effective date
with respect to the Plan was Dec. 7, 2009.  Plan trustees were
appointed for LFG and LES.


LANDRY'S INC: S&P Raises Term Loan Rating to 'BB-'
--------------------------------------------------
Standard & Poor's Ratings Services said it raised its issue-level
rating on Landry's Inc.'s revolver and term loan to 'BB-'from 'B+'
and revised the recovery rating to '1' from '2', indicating S&P's
expectation of very high (90%-100%) recovery in the event of
default.  The upgrade reflects S&P's expectation for improved
recovery prospects after S&P pushed out its simulated year of
default by one year to 2016, thereby reducing the amount of debt
S&P expects to be outstanding due to the additional year of term
loan amortization.  At the same time, S&P is affirming all other
ratings on the company, including its 'B' corporate credit rating.
The outlook is stable.

"The ratings on Houston-based Landry's Inc. reflects Standard &
Poor's "weak" business risk profile and "highly leveraged"
financial risk profile assessments," said credit analyst Christine
Barto.  "Recognizing that the company's gaming operations are
outside of the restricted group that provides a guarantee to the
company's debt, our ratings on Landry's incorporate our view of
its gaming operations as they are both owned by Tilman Fertitta
and share the same management team.  We think the gaming and
restaurant assets have strategic interplay because of the
inclusion of brands within their respective operations.  In our
ratings horizon, we do not anticipate any financial support
flowing between these businesses."

The stable outlook on Landry's incorporates S&P's expectation that
continued solid operating performance should translate into modest
improvement in credit metrics over the next 12 months.  S&P's
expectation for low-single-digit same-store sales growth, coupled
with incremental synergies to be realized from the Morton's and
McCormick & Schmick's acquisitions, support this view.  S&P
expects EBITDA margins to improve by approximately 100 bps by year
end to 18%, largely driven by revenue growth and a more favorable
than expected commodity cost environment, and for excess cash flow
to be partially used for debt repayment.  As a result, S&P expects
leverage to decrease by one turn to 6x and for interest coverage
to improve by one-half turn to 2.3x by year-end 2013.  Given the
recent dividend paid to the parent company in December 2012, S&P
is not projecting any sizable dividends over the next 12 months
and for any potential acquisitions to be modest in size.

S&P could consider a negative rating action if the company's
credit metrics deteriorate such that total leverage approaches the
6.5x area on a sustained basis.  This situation could occur if the
company were to pursue a large debt-financed acquisition or
dividend in excess of $150 million with no corresponding increase
in EBITDA, experience an unexpected 50-bp increase in commodity
costs, or a combination of these factors.

S&P could consider an upgrade if, in its assessment, it has
determined that the company's business risk profile has improved
and can withstand temporary swings in leverage to support
additional modest-sized acquisitions.  However, given that
Landry's operates in a highly competitive environment and is
vulnerable to commodity cost swings, it is more likely that a
positive ratings action be predicated on an improvement in the
company's financial risk profile to "aggressive" from "highly
leveraged".  This could occur if the company were to pay down debt
and/or exhibit operational improvement such that leverage
approaches the mid 4x area on a sustained basis, or some
combination of the two.


LED MEDICAL: Delays Filing of Fiscal Year 2012 Financial Results
----------------------------------------------------------------
LED Medical Diagnostics Inc. on May 1 disclosed that it will not
be in a position to file its audited financial statements,
management's discussions and analysis and related certifications
for the fiscal year ended December 31, 2012, on or before April
30, 2013, as required, due to the determination in consultation
with its new auditor that LED must revise its previously reported
financial statement information.  The restatement is due to a
change in the Company's functional and reporting currency to
United States dollars from Canadian dollars and a revision to
LED's prior revenue recognition policy pertaining to the sales of
its product in fiscal 2011 and 2012 to its then exclusive
distributor, Henry Schein Inc., from "sell to the distributor" to
"sell through this distributor to their end customers".  The
revision to LED's revenue recognition policy was brought to the
Company's attention in April 2013 and LED has since been reviewing
and discussing this issue with its new auditor and its former
auditor.  The change in functional and reporting currency and
revision in revenue recognition policy have created a significant
amount of additional work to be performed by LED to complete the
audited statements.  LED has been working closely with its auditor
and expects to be able to have the audit of the financial
statements completed, and the statements filed, by May 3, 2013.

LED confirms that it intends to satisfy the alternative
information guidelines of Section 4.4 of National Policy 12-203
including the issuance of biweekly default status reports for so
long as LED remains in default of the financial statement filing
requirement.

               About LED Medical Diagnostics Inc.

Founded in 2003 and headquartered in Burnaby, British Columbia,
Canada, LED Medical Diagnostics Inc. -- http://www.ledmd.com-- is
a developer of LED-based visualization technologies for the
medical industry.


LEXI DEVELOPMENT: Meland Russin Won't Be Paid Just Yet
------------------------------------------------------
Bankruptcy Judge A. Jay Cristol granted the Fourth Interim Fee
Application of Meland Russin & Budwick P.A., counsel to Lexi
Development Company, Inc.  Judge Cristol, however, barred the
Debtor from paying the fees at this time, pending resolution of an
appeal in Adversary Case No. 10-03254.

Meland Russin filed the Fourth Interim Fee Application on March 4,
2013, requesting the Bankruptcy Court to approve a net award of
$273,092 and "authorizing and directing the Debtor to issue a
check in payment of the awarded fees and costs."

The Debtor's secured creditor Lexi North Bay LLC, objected to the
firm's request.

Lexi Development Company borrowed in excess of $56 million secured
by a mortgage on the condominium project, the Lexi.  The Debtor's
principal's parents, who later assigned their interest to Great
Florida Bank, also loaned the Debtor an aggregate of $8 million
through a mezzanine loan.

After certain modifications and a forbearance agreement, the
Debtor defaulted on the Senior Loan in December 2008. North Bay's
predecessor sold the defaulted note to North Bay in January 2009.
After maturity in April 2009, North Bay commenced a state court
foreclosure case in June.  The following June of 2010 -- on the
eve of the hearing on North Bay's motion for final summary
judgment of foreclosure -- the Debtor filed its Chapter 11 case.

As part of the Bankruptcy proceedings, both Lexi and GFB brought
suit in an adversary proceeding, Adv. Case No. 10-03254, against
North Bay based on allegations that North Bay's predecessor
breached an Intercreditor Agreement between the Senior Lender and
Junior Lender.  The Debtor and GFB alleged that GFB was entitled
to an equitable lien prior in right, title and interest to the
first mortgage interest of North Bay because North Bay's
predecessor failed to provide GFB a copy of any written notice of
default sent to the Debtor as purportedly required under the
Intercreditor Agreement. The Debtor also argued in that lien
adversary proceeding that North Bay should not be entitled to
default rate interest as a result of the same alleged breach.

Following cross summary judgment motions of the parties in the
adversary case, the Bankruptcy Court entered an Order denying
North Bay's Motion for Summary Judgment and granting, in part,
Lexi and GFB's Motions, finding that "North Bay is precluded from
asserting a claim for default-rate interest under the loan it
acquired from Regions Bank."  The Bankruptcy Court also made
specific findings on the application and effect that default-rate
interest to North Bay would have on the Debtor's estate.

North Bay has taken an appeal of the rulings in the adversary
proceeding to the U.S. District Court of the Southern District of
Florida.

North Bay does not challenge the reasonableness of the amount of
the fees and expenses Meland Russin requested.  Rather, North Bay
challenges payment of such fees and expenses as interim
compensation pursuant to 11 U.S.C. Sec. 331 until resolution of
the pending appeal resolving North Bay's entitlement to default-
rate interest.

According to Judge Cristol, "while no objection has been raised
with respect to the reasonableness or entitlement of the fees and
costs requested, this Court finds that it would be inappropriate
and premature to order payment of the awarded interim compensation
to Debtor's Counsel until resolution of the appeal addressing
secured creditor, North Bay's right to default-rate interest."
Judge Cristol noted that North Bay (1) has not consented to the
payment of fees and expenses, (2) has not benefitted from the from
Debtor's counsel's services because the vast majority of the fees
requested are derived from adverse litigation with North Bay, and
(3) has a secured claim that could exceed the value of the
Debtor's collateral should it prevail on appeal.

"Until the value of North Bay's secured claim -- including its
entitlement to default rate interest -- is finally resolved, it
cannot be determined whether North Bay's interests in the
collateral were diminished through the payment of Cash Collateral
or whether North Bay has an administrative expense claim," Judge
Cristol said.

A copy of the Court's April 24, 2013 Order is available at
http://is.gd/4Kgpr4from Leagle.com.

                       About Lexi Development

South Miami, Florida-based Lexi Development Company, Inc., owns
and is developing a 164 Unit, 19-story, mixed-use residential and
retail bay view condominium development at 1700 Kennedy Causeway,
North Bay Village, Florida, known as "The Lexi".  It filed for
Chapter 11 bankruptcy protection on June 23, 2010 (Bankr. S.D.
Fla. Case No. 10-27573).  Joshua W. Dobin, Esq., at Meland Russin
& Budwick, P.A., in Miami, Florida, serves as counsel.  In its
schedules, the Debtor disclosed $22,601,336 in total assets and
$21,558,876 in total liabilities as of the Petition Date.


LHC LLC: Ungaretti & Harris OK'd to Provide Services on Tax Issues
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized LHC, LLC to employ Floyd Perkins, James Broeking, and
the law firm of Ungaretti & Harris to provide special legal
services with respect to matters involving tax issues relating
to the Professional Management Service Agreement with Fairview
Facilities Management LLC and a pending real estate tax exemption
case.

The Debtor relates that it had engaged in negotiations with the
lender concerning forbearance with respect to the lender's secured
claims both before and after the filing of the foreclosure.
However, the lender terminated the forbearance discussions and
informed the Debtor's counsel that it would proceed with the
hearing on the appointment of a receiver in the foreclosure.

                          About LHC LLC

LHC, LLC owns and operates a multiple sheet ice rink facility
commonly known as the "Leafs Ice Centre" at 801 Wesemann Drive,
West Dundee, Illinois.  The facility was constructed in 2007 using
proceeds from the sale of sports facility revenue bonds by the
Illinois Finance Authority.

LHC, LLC, filed for Chapter 11 petition (Bank. N.D. Ill. Case No.
13-07001) on Feb. 25, 2013.  Peter A. Buh signed the petition as
president.  The Debtor estimated assets and debts of at least $10
million.  Judge Donald R. Cassling presides over the case.  The
Debtor is represented by Crane Heyman Simon Welch & Clar.

No trustee, examiner or committee of unsecured creditors has been
appointed.


LHC LLC: Wells Fargo Wants Appointment of Chapter 11 Trustee
------------------------------------------------------------
Wells Fargo Bank, N.A., last month filed documents asking the
Bankruptcy Court to enter an order appointing a Chapter 11 trustee
in the case of LHC, LLC.

Wells Fargo, solely in its capacity as successor trustee for those
certain $20,000,000 Illinois Finance Authority Sports Facility
Revenue Bonds issued pursuant to that certain Trust Indenture
between the Illinois Finance Authority and the prior indenture
trustee, Amalgamated Bank of Chicago, dated Feb. 1, 2007, stated
that:

   -- the Debtor has failed to keep adequate books and records
which reflected the insufficient cash management;

   -- the Debtor's current management also appears to have engaged
in certain troubling practices just prior to the initiation of
these proceedings; and

   -- the Debtor made a variety of prepetition payments to various
vendors in an apparent effort to get funds in the hands of
preferred vendors in anticipation of the Chapter 11 case.  In a
rush to make payments, payments in some instances were made for
goods and services not yet received at the time the Debtor
rendered payment or made under other questionable circumstances.

In this relation, the Court approved the schedule concerning
motion for the appointment of trustee, which included:

May 3:                Parties to respond to the April 16
                      contention interrogatories

May 8 to May 15:      Parties to make depositions relating to
                      the hearing

May 10, 4 p.m.:       Deadline to object to Wells Fargo's motion

May 20, at 4 p.m.:    Wells Fargo's deadline to respond to the
                      Debtor's objection to the motion

May 20, at 2 p.m.:    Parties to file and serve: (a)
                      stipulated statement of facts; (ii) final
                      witness list; (iii) final exhibit list; and
                      (iv) deposition excerpts that they plan to
                      have read at the hearing

May 21:               Parties to file and serve any objections
                      to : (a) final witness list; (b) final
                      exhibit list; (c) deposition excerpts that
                      they plan to have read at the hearing; and
                      (d) any motions in limine to be noticed for
                      the start of the hearing on May 23, at
                      9 a.m.

May 23, at 9 a.m.:    Hearing

                          About LHC LLC

LHC, LLC owns and operates a multiple sheet ice rink facility
commonly known as the "Leafs Ice Centre" at 801 Wesemann Drive,
West Dundee, Illinois.  The facility was constructed in 2007 using
proceeds from the sale of sports facility revenue bonds by the
Illinois Finance Authority.

LHC, LLC, filed for Chapter 11 petition (Bank. N.D. Ill. Case No.
13-07001) on Feb. 25, 2013.  Peter A. Buh signed the petition as
president.  The Debtor estimated assets and debts of at least $10
million.  Judge Donald R. Cassling presides over the case.  The
Debtor is represented by Crane Heyman Simon Welch & Clar.

No trustee, examiner or committee of unsecured creditors has been
appointed.


LIGHTSQUARED INC: Seeks More Time to Decide on 5 Leases
-------------------------------------------------------
LightSquared LP, the main operating unit of LightSquared Inc., is
seeking additional time to decide on whether to assume or reject
five unexpired leases of nonresidential real property.

LightSquared LP wants the deadline extended through the earlier of
Dec. 31, or the date upon which a plan of reorganization is
confirmed in its bankruptcy case.  A list of the contracts is
available for free at http://is.gd/RaBqfO

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LNR PROPERTY: S&P Keeps BB- ICR & Removes Rating From CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
issuer credit rating on LNR Property LLC (LNR) and removed the
rating from CreditWatch, where it was placed with developing
implications on Jan. 24, 2013.  S&P subsequently withdrew the
rating at the company's request after the close of its sale to
Starwood Property Trust Inc., an affiliate of Starwood Capital
Group.  The outlook on the rating at the time of withdrawal was
stable.

S&P also withdrew its issue-level ratings on LNR's senior secured
term loan and revolver, which the company repaid and then
terminated as part of its sale to Starwood.

S&P affirmed its rating on LNR--in line with its stand-alone
credit profile--rather than raising it one notch so it would be
equal to the 'BB' rating S&P assigned to Starwood earlier this
month.  In S&P's view, LNR did not meet its requirements to be
considered a "core" subsidiary of its new parent.  Although S&P
recognizes LNR's strategic and financial importance to its parent,
S&P typically do not view newly acquired subsidiaries as core
entities because of integration risks and the potential for new,
unanticipated risks to emerge.


MEDICURE INC: Incurs $1.1 Million Net Loss in Fiscal Q3
-------------------------------------------------------
Medicure Inc. reported a net loss of C$1.07 million on C$447,415
of net product sales for the three months ended Feb. 28, 2013, as
compared with a net loss of C$352,950 on C$659,876 of net product
sales for the three months ended Feb. 29, 2012.

For the nine months ended Feb. 28, 2013, the Company incurred a
net loss of C$1.86 million on C$1.83 million of net product sales,
as compared with net income of C$24.24 million on C$4.42 million
of net product sales for the nine months ended Feb. 29, 2012.

The Company's balance sheet at Feb. 28, 2013, showed C$3.61
million in total assets, C$7.33 million in total liabilities and a
C$3.72 million total deficiency.

A copy of the Financial Results is available for free at:

                       http://is.gd/LG7OVe

                       Product Developments

The Company said that the primary ongoing research and development
activity is the development and implementation of a new
regulatory, brand and life cycle management strategy for
AGGRASTAT.

On Jan. 8, 2013, the Company announced that it has filed a sNDA
requesting the addition of the HDB dosing regimen to the approved
prescribing information for AGGRASTAT.  The sNDA submission to the
FDA is an important part of Medicure's clinical and regulatory
strategy to improve Aggrastat's position within the contemporary
market.

The Company also announced that it will receive up to $200,000 in
grant funding from the Province of Manitoba Commercialization
Support for Business (CSB) Program to complete a renal study
evaluating the AGGRASTAT HDB regimen in patients with impaired
kidney function.  The results of this study will be submitted to
the FDA separately to guide appropriate dosing recommendations for
the HDB regimen in patients with impaired kidney function.  This
funding was received and the results from the completed study were
submitted to the FDA subsequent to Feb. 28, 2013.

As previously announced, the Company is developing a transdermal
delivery formulation of AGGRASTAT's active ingredient, tirofiban.
In vivo proof of principle for the transdermal delivery of
therapeutic levels of tirofiban was recently established in animal
studies conducted in collaboration with 4P Therapeutics, Inc.
(Alpharetta, GA), and work is continuing on optimization in
preparation for future human clinical studies.

In addition, the Company is currently conducting a 600 patient
clinical trial of AGGRASTAT entitled SAVI-PCI.  The study is
evaluating a contemporary dosage regimen that is outside of the
product's current prescribing information.

The Company's primary, non-AGGRASTAT research and development
activity is TARDOXALTM for the treatment of Tardive Dyskinesia
(TD). The Company is currently awaiting interim results from the
Phase II clinical study of TARDOXAL, entitled Tardoxal for the
Treatment of Tardive Dyskinesia (TEND-TD).

The Company's ability to continue in operation for the foreseeable
future remains dependent upon the effective execution of its
business development and strategic plans.

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

                        http://is.gd/WtBzaz

                        About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.

KPMG LLP, in Winnipeg, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended May 31, 2012.  The independent auditors noted
that the Company has experienced operating losses and has
accumulated a deficit of $123,303,052 that raises substantial
doubt about its ability to continue as a going concern.

Medicure reported net income of C$23.38 million for the year ended
May 31, 2012, in comparison with a net loss of C$1.63 million
during the prior fiscal year.


MERISEL INC: Issues 17.5 Million Common Shares to Saints Capital
----------------------------------------------------------------
Merisel, Inc., previously entered into a Note Purchase Agreement
with Saints Capital Granite, L.P., for the issuance to Saints
Capital of a 10% Convertible Subordinated Note, due Aug. 31, 2015,
in the original principal amount of $2 million.  The Convertible
Note was subsequently issued on Aug. 21, 2012.

After March 31, 2013, at Saints' option, the Convertible Note was
convertible, in whole or in part, into shares of common stock of
the Company at a conversion price that is the greater of (a) $0.10
or (b) an amount equal to (x) EBITDA for the 12 months ended
March 31, 2013, multiplied by six and one-half (6.5), less amounts
outstanding under the Revolving Credit and Security Agreement with
PNC Bank, and liabilities relating to the outstanding redeemable
Series A Preferred Stock and the Convertible Note or other
indebtedness for borrowed money and (y) divided by the number of
shares of common stock outstanding as of the conversion date.  The
issuance was exempt from registration as a private placement
between the Company and Saints under Section 4(2) of the
Securities Act of 1933, as amended.

On April 18, 2013, the Company received a conversion notice
stating that Saints Capital had elected to convert $1,750,000 in
principal of the Convertible Note into 17,500,000 shares of Common
Stock of the Company at a conversion price of $.10 per share.

On April 24, 2013, the Company's transfer agent issued to Saints a
certificate representing 17,500,000 shares of common stock of the
Company.

                           About Merisel

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

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


MF GLOBAL: Judge Vacates Monetary Sanction Against Coe
------------------------------------------------------
U.S. Bankruptcy Judge Martin Glenn issued a ruling vacating the
monetary sanction imposed against Michelle Coe.

The bankruptcy judge imposed the monetary sanction in his April 18
decision after Ms. Coe filed a $35 million administrative claim
against MF Global Holdings Ltd. despite warnings that she would
face sanctions if she continues to file "frivolous" claims.

In an April 29 decision, Judge Glenn ordered Ms. Coe to appear at
the May 16 hearing to explain why she should not be sanctioned.

MF Global's trustee Louis Freeh may file a pleading in support of
sanctions on or before May 13, according to the court order.

As reported in the May 2 issue of TCR, Ms. Coe's administrative
claim is identical to two expunged claims she filed in 2010, which
arose not from a direct relationship between her and the Debtors
but from Man Financial's purchase of certain assets from Refco
Inc. and other 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."

                          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.


MOMENTIVE PERFORMANCE: Has $270-Mil. ABL Facility with JPMorgan
---------------------------------------------------------------
Momentive Performance Materials Inc. entered into an asset-based
revolving credit agreement among Momentive Performance Materials
Holdings Inc., Momentive Performance Materials USA Inc., as U.S.
borrower, Momentive Performance Materials GmbH and Momentive
Performance Materials Quartz GmbH, as German borrowers, Momentive
Performance Materials Nova Scotia ULC, as Canadian borrower, the
lenders party thereto, JPMorgan Chase Bank, N.A., as
administrative agent, and JPMorgan, as collateral agent.  The ABL
Facility replaced in part the Company's $300 million Previous
Credit Facility.

The ABL Facility has a five-year term, unless, on the date that is
91 days prior to the scheduled maturity of the Company's 11.5%
Senior Subordinated Notes due 2016, more than $50 million
aggregate principal amount of the Senior Subordinated Notes is
outstanding, in which case the ABL Facility will mature on that
earlier date.  Availability under the ABL Facility is $270
million, subject to a borrowing base that is based on a specified
percentage of eligible accounts receivable and inventory and, in
certain foreign jurisdictions, machinery and equipment.

The ABL Facility bears interest at a floating rate based on, at
the Company's option, an adjusted LIBOR rate plus an initial
applicable margin of 2.25% or an alternate base rate plus an
initial applicable margin of 1.25%.  From and after the date of
delivery of the borrowing base certificate for May 2013, the
applicable margin for those borrowings will be adjusted depending
on the availability under the ABL Facility.  In addition to paying
interest on outstanding principal under the ABL Facility, the
Company will be required to pay a commitment fee to the lenders in
respect of the unutilized commitments at an initial rate equal to
0.50% per annum, subject to adjustment depending on the usage.
The ABL Facility does not have any financial maintenance covenant,
other than a minimum fixed charge coverage ratio of 1.0 to 1.0
that would only apply if availability is less than the greater of
(a) 12.5% of the lesser of the borrowing base and the total ABL
Facility commitments at that time and (b) $27 million.  The fixed
charge coverage ratio under the agreement governing the ABL
Facility is defined as the ratio of (a) Adjusted EBITDA minus non-
financed capital expenditures and cash taxes to (b) debt service
plus cash interest expense plus certain restricted payments, each
measured on a last twelve months basis.

Cash Flow Revolver Credit Agreement

The Company, on April 24, 2013, entered into an amendment
agreement, among Holdings, the Company, MPM USA, as U.S. borrower,
MPM GmbH, as German borrower, MPM Canada, as Canadian borrower,
the subsidiaries of the Company party thereto, JPMorgan, as
administrative agent and collateral agent, and the lender party
thereto, which amends and restates the Amended and Restated Credit
Agreement, dated as of Feb. 10, 2011, among Holdings, the Company,
the borrowers party thereto, the lenders party thereto and
JPMorgan, as administrative agent, and JPMorgan, as collateral
agent.

The Cash Flow Facility matures on Dec. 3, 2014, which is the same
maturity as under the Previous Credit Facility.  The amount
committed under the Cash Flow Facility is $75 million, which may
not be borrowed if the borrowing of such amount could be borrowed
under the ABL Facility without violating a utilization test under
the Cash Flow Facility.

The Cash Flow Facility bears interest at a floating rate based on
LIBOR plus a margin of 6.00%.  In addition to paying interest on
outstanding principal under the Cash Flow Facility, the Registrant
will be required to pay an undrawn fee of 3.00% to the lender in
respect of the unutilized commitments.  The Cash Flow Facility has
substantially the same incurrence covenants and maintenance
covenants as the Previous Credit Facility, but the senior secured
leverage ratio maintenance covenant will not begin to apply until
the third quarter of 2014.

ABL Collateral Agreement

On April 24, 2013, the Company entered into a collateral agreement
among Holdings, the Registrant, MPM USA, the other domestic
subsidiaries of the Registrant party thereto and the ABL
Collateral Agent, pursuant to which the ABL Pledgors granted a
security interest in certain collateral to the ABL Collateral
Agent for the benefit of the secured parties under the ABL
Facility.

Second Amended and Restated Collateral Agreement

On April 24, 2013, the company entered into a second amended
and restated collateral agreement among Holdings, the Company, MPM
USA, the other domestic subsidiaries of the Company party thereto
and JPMorgan, as collateral agent for the secured parties under
the Cash Flow Facility, the First Lien Notes and certain other
first lien agreements, pursuant to which the Cash Flow Pledgors
granted a security interest in certain collateral to the First
Lien Collateral Agent for the benefit of the First Lien Secured
Parties.

ABL Intercreditor Agreement

On April 24, 2013, the Company entered into an intercreditor
agreement among Holdings, the Company, the Borrowers, the other
subsidiaries of the Company party thereto and JPMorgan, as ABL
facility collateral agent, applicable first-lien agent and first-
lien collateral agent.  The ABL Intercreditor Agreement governs
the relative rights of the ABL Secured Parties and the First Lien
Secured Parties, and certain other matters relating to priority
and the administration and enforcement of security interests.

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

                        http://is.gd/sMgzSs

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

Momentive Performance disclosed a net loss of $365 million on
$2.35 billion of net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $140 million on $2.63 billion of net
sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $2.90 billion
in total assets, $4.05 billion in total liabilities, and a
$1.14 billion total deficit.

                           *     *     *

As reported by the TCR on May 14, 2012, Moody's Investors Service
lowered Momentive Performance Materials Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from
B3.  The action follows the company's weak first quarter results
and expectations for a slower than expected recovery in volumes in
2012.

In the Aug. 15, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered all of its ratings on MPM by two notches,
including the corporate credit rating to 'CCC' from 'B-'.  The
outlook is negative.

"The likelihood that earnings and cash flow will remain very weak
for the next several quarters prompted the downgrade," explained
credit analyst Cynthia Werneth.  "In our view, leverage is
unsustainably high, with total adjusted debt to EBITDA above 15x
as of June 30, 2012."


MORGANS HOTEL: Amends 2012 Annual Report
----------------------------------------
Morgans Hotel Group Co. has amended its annual report on Form 10-K
for the fiscal year ended Dec. 31, 2012, originally filed with the
Securities and Exchange Commission on March 6, 2013, to include
the information required by Items 10 through 14 of Part III of
Form 10-K.  This information was previously omitted from the
Original Filing in reliance on General Instruction G(3) to Form
10-K, which permits the information in the above referenced items
to be incorporated in the Form 10-K by reference from the
Company's definitive proxy statement if that statement is filed no
later than 120 days after the Company's fiscal year-end.  The
definitive proxy statement containing that information will not be
filed within 120 days after the end of the fiscal year covered by
the Form 10-K.  The reference on the cover of the Original Filing
to the incorporation by reference to portions of the Company's
definitive proxy statement into Part III of the Original Filing
was also deleted.  A copy of the Amended Form 10-K is available
for free at http://is.gd/Ae5otg

                     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.

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.


MPG OFFICE: Tender Offer Statement on Schedule TO
-------------------------------------------------
MPG Office Trust, Inc., filed with the U.S. Securities and
Exchange Commission a Tender Offer Statement on Schedule TO
relates solely to preliminary communications made before the
commencement of a tender offer for the issued and outstanding
shares of the 7.625% Series A Cumulative Redeemable Preferred
Stock of MPG Office Trust, Inc., by Brookfield DTLA Inc., a
wholly-owned Delaware subsidiary of Brookfield Office Properties
Inc.

MPG Office Trust has entered into a definitive merger agreement
pursuant to which a newly formed fund ("DTLA Holdings")

controlled by Brookfield Office Properties Inc. will acquire the

Company.  Under the terms of the merger agreement, the holders of
MPG's common shares will receive $3.15 per share in cash at the
closing of the merger.  The per share price represents a 21%
premium to MPG's closing share price of $2.60 on April 24, 2013.

A copy of the transcript of Q1 earnings conference call of
Brookfield Office Properties Inc. held on April 26, 2013, is
available for free at http://is.gd/w4wfJ5

A copy of the clarifying points for Q1 investor call regarding
Parent assets and treatment of Preferred Stock is available for
free at http://is.gd/YClBRW

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- owns and operates Class A office
properties in the Los Angeles central business district and is
primarily focused on owning and operating high-quality office
properties in the Southern California market.  MPG Office Trust is
a full-service real estate company with substantial in-house
expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, as compared with net income of $98.22 million
on $234.96 million of total revenue during the prior year.  The
Company's balance sheet at Dec. 31, 2012, showed $1.46 billion
in total assets, $1.98 billion in total liabilities and a $518.32
million total deficit.

In its Form 10-K filing with the Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2012, the Company
said it is working to address challenges to its liquidity
position, particularly debt maturities, leasing costs and capital
expenditures.  The Company said, "We do not currently have
committed sources of cash adequate to fund all of our potential
needs, including our 2013 debt maturities. If we are unable to
raise additional capital or sell assets, we may face challenges in
repaying, extending or refinancing our existing debt on favorable
terms or at all, and we may be forced to give back assets to the
relevant mortgage lenders. While we believe that access to future
sources of significant cash will be challenging, we believe that
we will have access to some of the liquidity sources identified
above and that those sources will be sufficient to meet our near-
term liquidity needs."

On March 11, 2013, the Company entered into an agreement to sell
US Bank Tower and the Westlawn off-site parking garage.  The
transaction is expected to close June 28, 2013, subject to
customary closing conditions.  The net proceeds from the
transaction are expected to be roughly $103 million, a portion of
which may potentially be used to make loan re-balancing payments
on the Company's upcoming 2013 debt maturities at KPMG Tower and
777 Tower.

Roughly $898 million of the company's debt matures in 2013.

"Our ability to access the capital markets to raise capital is
highly uncertain.  Our substantial indebtedness may prevent us
from being able to raise debt financing on acceptable terms or at
all.  We believe we are unlikely to be able to raise equity
capital in the capital markets," the Company said.

"Future sources of significant cash are essential to our liquidity
and financial position, and if we are unable to generate adequate
cash from these sources we will have liquidity-related problems
and will be exposed to material risks. In addition, our inability
to secure adequate sources of liquidity could lead to our eventual
insolvency."


NORTEL NETWORKS: Appeal in $7.5B Cash Feud Sent to 3rd Circuit
--------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that a Delaware
bankruptcy judge on Wednesday sent an appeal directly to the Third
Circuit regarding who has authority to decide how to split $7.5
billion raised in Nortel Networks Corp.'s liquidation among its
global affiliates and their respective creditors.

According to the report, Nortel's European units are appealing
U.S. Bankruptcy Judge Kevin Gross' rejection of their bid for
arbitration in favor of holding a cross-border trial to resolve
the cash dispute in conjunction with the Canadian court overseeing
Nortel's main bankruptcy.

Bloomberg News recounts that in March the bankruptcy judge in
Delaware and the judge in Canada jointly ruled that the courts
should decide allocation issues, not arbitrators.  Representatives
of European retirees appealed and contend trial proceedings must
be held in abeyance while an appellate court decides if the
allocation should be arbitrated. The Delaware judge promised a
ruling by next week.

Mediation failed, leaving courts in the U.S. and Canada with
deciding how to divide $9 billion generated from the liquidation
of assets among creditors in the U.S., Canada and Europe.  A trial
won't take place until 2014.

                      About Nortel Networks

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

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

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

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

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

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

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

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

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

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

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

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

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


NORTEL NETWORKS: Disabled Workers Await Final OK on $25MM Deal
--------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that the committee
representing Nortel Networks Inc.'s disabled employees asked a
Delaware bankruptcy judge Tuesday for final approval of a
$25 million settlement and permission to begin paying out the
proceeds, but was unable to get a ruling on either during a six-
hour hearing.

According to the report, U.S. Bankruptcy Judge Kevin Gross, who
gave the settlement his initial approval in February, was unable
to deliver a ruling Tuesday as an already length proceeding was
bogged down with individual objections that weren't always on
point.

                      About Nortel Networks

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

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

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

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

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

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

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

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

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

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

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

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

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

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


NRG ENERGY: Moody's Confirms 'Ba3' Corp. Family Rating
------------------------------------------------------
Moody's Investors Service confirmed the ratings of NRG Energy Inc.
(NRG, Ba3 Corporate Family Rating) and affirmed the Corporate
Family Rating of GenOn Energy Inc. (GEN, B2).

Concurrent with these rating actions, Moody's upgraded the Senior
Unsecured debt instrument rating of GEN to B2 from B3, downgraded
the Senior Secured debt instrument rating of GenOn Energy
MidAtlantic, LLC (GENMA) to Ba2 from Ba1, downgraded the Senior
Secured debt instrument rating of GenOn REMA, LLC (GREMA) to B2
from B1 and affirmed the Senior Unsecured debt instrument rating
of GenOn Americas Generation, LLC (GENAG, B3).

The ratings of NRG and GENMA had been placed under review for
downgrade on December 14, 2012. Additionally, Moody's revised the
outlook of NRG, GEN, GENAG, GENMA, and GREMA to stable, affirmed
the Speculative Grade Liquidity (SGL) Rating of NRG at SGL-2 and
revised the SGL Rating of GEN to SGL-3 from SGL-2.

Ratings Rationale:

The confirmation of NRG's ratings and its stable outlook are based
on the company's position as one of the largest non-utility power
generators and retailers in the US, its regional diversity, an
apparently successful operational integration of GEN (acquired in
December, 2012) with a clear path to achieve at least the planned
level of synergies, a reasonable stability in cash flows provided
by long-term contracts and hedging, Moody's generally positive
view of the supply-demand balance in the Texas power market, an
apparent stabilization of natural gas prices with incipient signs
of some reversal in coal-to-gas switching, the near-term expected
completion of a major round of construction of solar and natural
gas-fired projects, and Moody's expectation that future growth
projects will have long-term contracts and will be financed in a
disciplined manner with non-recourse debt. These positive factors
are balanced against Moody's belief that power prices in most
markets will have only finite upside for many years due to the
overhang of shale gas and a spotty economic recovery, an
expectation that cash flow to debt metrics will be somewhat weak
for the rating category in the intermediate term (although free
cash flow before growth investments is expected to be reasonably
strong), and a management team that has a track record of
transformational mergers, is highly shareholder focused (including
a recent increase in its dividend), is financially sophisticated
and at times opportunistic vis a vis its creditors. The
confirmation also acknowledges that, while NRG acquired
substantial debt with its acquisition of GEN, it has taken steps
to insulate itself from those obligations. GEN's post-merger debt
was about $5.5 billion.

"Continuing to maintain separate Corporate Family Ratings for NRG
and GenOn Energy Inc. is based on certain key financing and
structural elements that NRG put into place at the time of the
merger, which lead us to conclude that the two parts of the
company will have different risks of default, at least in the
intermediate term," said Bill Hunter, VP, the lead analyst for NRG
and GEN. "In general, we believe that a default at GEN would not
necessarily lead to a default at NRG; however, a default at NRG
would mostly likely also lead to a default at GEN." The key
elements include an inter-company financing arrangement under
which NRG has stepped into essentially the same collateral package
as GEN's previous senior secured bank lenders, inter-company
service contracts that permit NRG to garner most of the benefits
of the anticipated cost synergies, and the continuation of GEN and
GENMA as market-facing entities that will enter into their own
third-party hedging contracts under existing collateral support
and/or right-way hedging agreements without support from NRG. As
excluded project finance subsidiaries, GEN and its subsidiaries
will neither be guarantors of NRG debt nor benefit from a
guarantee by NRG. In addition, the GEN family debt will be
excluded from some NRG covenant tests (as would any disposition of
GEN's assets), and there will be no cross-defaults between the GEN
family debt and NRG's debt. If NRG is consistent in this approach,
Moody's would expect that maturities of GEN debt would be re-
financed at the GEN level. While support by NRG for a meaningful
portion of GEN's obligations would be a clear sign that the
Corporate Family Ratings should be merged, Moody's will also
periodically assess the value of GEN as part of the overall NRG
family. This periodic assessment could lead to assigning a single
merged Corporate Family Rating, even if arm's length financing
arrangements were to continue.

GEN's B2 Corporate Family Rating is based on a diversified
portfolio of power plants, a meaningful percentage of hedged and
contracted revenues, and diminished but reasonably good liquidity
after the merger with NRG that Moody's expects will be sufficient
to bridge a period of generally negative free cash flow through
2015 based on expected lean operating cash flows combined with
continuing, albeit reduced, environmental capex, balanced against
high leverage, lower volumes, margin compression, and substantial
announced retirements and deactivations in its primarily coal
fired fleet due to increasingly stringent environmental
regulations. GEN's liquidity was of considerable importance to
prior senior management, and the maintenance of good stand-alone
liquidity by NRG will be extremely important to GEN's ratings in
light of its status as an excluded project finance subsidiary. The
upgrade of GEN's senior unsecured debt to B2 from B3 is based on a
substantially smaller amount of senior secured debt at GEN due to
the prepayment of GEN's senior secured term loan and decrease in
the amount of GEN's senior secured revolver.

The downgrade of GENMA's senior secured debt to Ba2 from Ba1 is
based on Moody's view that these assets, which were the crown
jewels of the GEN family, have less relative importance within the
much larger NRG family. While the locational value of these assets
(situated near Washington, DC) is still substantial, more recent
capacity auctions in PJM seem to point to a convergence of many of
PJM's sub-markets. In addition, recent transactions for scrubbed
coal plants in eastern and Midwestern metropolitan markets have
occurred at relatively low values. Overall, a three notch uplift
above GEN's B2 Corporate Family Rating appears more reasonable
than the prior four notches.

The downgrade of GREMA's senior secured debt to B2 from B1 is
based on the impact of increasingly stringent environmental
mandates and a somewhat higher level of capacity reductions under
NRG. Post-merger announced plant deactivations and lay-ups
represent 53% of the fleet (69% of the coal fleet), including some
units at two plants in PJM that GEN's management had announced
would be retro-fitted.

The outlook for GENMA as well as the outlooks for GEN, GENAG and
GREMA, which had been developing since the merger with NRG and
were negative prior to its announcement, have been revised to
stable. Notwithstanding structural separation from the parent,
which limits upward ratings movement in the near term, the
revision to a stable outlook acknowledges that these entities are
now part of a larger family with greater ability to pare their
costs and extract value through a broader wholesale and retail
power marketing organization.

NRG's speculative grade liquidity rating of SGL-2 reflects Moody's
expectation that the company will maintain a good liquidity
profile over the next 4-quarter period as a result of internal
cash flow generation combined with continued access to credit
availability, sufficient headroom under the company's covenants
and the ability to raise cash from asset sales, if necessary.
Total liquidity at December 31, 2012, was approximately $2.4
billion, including credit facility availability of approximately
$1.1 billion and unrestricted cash (excluding GEN) of
approximately $1.3 billion. NRG's liquidity is aided by the
existence of standalone financing arrangements to fund the capital
investments for the construction of solar generation and natural
gas power plants and the use of a first-lien structure for certain
hedges, which limits cash collateral calls. While Moody's
anticipates that the decline in energy margins will continue to
reduce the headroom under the company's financial covenants, it
believes that the company will remain in compliance on an ongoing
basis. Moody's also believes that NRG owns non-core assets that
could be monetized for additional liquidity, if necessary. For
example, in 2012 NRG completed the sale of its 41% interest in
Schkopau for approximately $174 million. NRG has also monetized
portions of its solar projects by bringing in minority investors.

GEN's SGL-3 liquidity rating, revised from SGL-2, takes into
account an expectation of negative free cash flow over the next
12-24 months, combined with a materially reduced but still strong
cash position that is offset by $575 million (face value) of debt
maturities in 2014. Total liquidity at 31 December 2012, was
approximately $1 billion, including credit facility availability
of approximately $240 million and unrestricted cash (excluding
GREMA) of approximately $800 million. While the inter-company
revolving credit contains no financial covenants, Moody's views it
as providing less certainty of liquidity than a similar third-
party arrangement. Conversely, Moody's views that GEN's alternate
liquidity has improved, since the sale of power plants securing
the credit facility would require only the approval of NRG, rather
than third party lenders. Moody's expects that GEN will be able to
finance its normal operating needs from internal sources,
including drawing down its unrestricted cash, it will likely
require access to credit markets to refinance the $575 million of
2014 notes while maintaining a sufficient level of cash to run its
business. GEN's access to an adequate level of liquidity will
continue to be an important driver for its ratings during the
current period of low power prices in its core markets. The degree
of cash burn will be an important future determinant for the
ratings if GEN continues for an extended period as an excluded
project finance subsidiary of NRG.

In light of NRG's somewhat weak metrics and the modest upside
potential for unregulated power in most regions, limited prospects
exist for NRG's ratings to be upgraded in the near-term. However,
if NRG were able to generate higher than expected cash flows or
reduce its debt such that its financial metrics were stronger on a
sustainable basis, including a ratio of cash from operations
before changes in working capital (CFO Pre-WC) to Debt (by which
Moody's means NRG's consolidated debt, including debt of GEN and
project debt in core businesses) that exceeded 15 % and free cash
flow (including all capex) to Debt that exceeded 5%, ratings could
be upgraded. Additional factors that would be important to a
ratings upgrade include management's ability to keep all of its
construction projects on time and within budget, delivering the
projected cost synergies of approximately $300 million annually,
modest levels of improvement in unregulated power margins, future
capital spending at reasonable levels, and incremental debt
retirement.

NRG's ratings could be downgraded if ratios were expected to
deteriorate, such that on a sustained basis, Interest Coverage
were below 1.8x, CFO Pre-WC/fully consolidated Debt were
consistently below 10%, or free cash flow to debt excluding growth
capex were below 5%. In addition, should material problems surface
with the company's growth strategies, if there were weaker than
expected market conditions across NRG's generation fleet, if the
cost synergies of the GEN merger were not realized or if the
company materially altered its capital allocation program in a
manner detrimental to creditors, ratings could be downgraded.
Based on Moody's current financial forecast of NRG and GEN, NRG
could be downgraded if the two Corporate Family Ratings were
merged. If Moody's were to downgrade NRG's Corporate Family
Rating, it would most likely cause a downgrade for all of NRG's
debt instrument ratings, including a downgrade of its Senior
Secured debt to below investment grade.

GEN's ratings could be upgraded if the Corporate Family Ratings of
GEN and NRG merged and GEN successfully refinanced its debt
maturing in 2014. Alternately, ratings could be upgraded if there
were a material improvement in forward capacity prices and/or
energy prices (and especially the dark spread) that could be
locked in, such that CFO pre-WC/Debt would be expected to exceed
10% and FCF/Debt would be expected to be flat or positive on a
sustainable basis.

GEN's ratings could be downgraded if forward power prices and
capacity prices deteriorated further, if additional environmental
regulations were to materially increase capex or expected plant
shutdowns, or if the liquidity cushion were materially eroded. In
addition, ratings could be downgraded if Moody's expectation of
sustained cash flows were to change, such that the ratio CFO pre-
WC/Debt would be expected to be in the low single digits and FCF
excluding growth capex would be expected to be negative beyond the
current period of environmental compliance spending.

Headquartered in Princeton, New Jersey, NRG owns and operates a
portfolio of power-generating facilities, primarily in Texas and
the Northeast, South Central and Western regions of the US. NRG
also has ownership interests in a generating facility in
Australia. As of December 31, 2012, NRG owned approximately 47,000
megawatts (MW) of electric generation, and had 1,780 MW under
construction. NRG's retail businesses - Reliant Energy, Green
Mountain Energy, and Energy Plus Holdings - serve more than 2
million residential, business, commercial and industrial customers
on a combined basis in Texas and, increasingly, in certain markets
in the northeast US. NRG acquired GEN on December 14, 2012.

Ratings Confirmed:

Issuer: NRG Energy, Inc.

Corporate Family Rating: Ba3

Probability of Default Rating: Ba3-PD

Senior Secured Bank Facility: Baa3, LGD2 - 15%

Sussex County, Delaware Recovery Zone Facility Bonds Sr Secured
Bonds: Baa3, LGD2 - 15%

Chautauqua (Cnty of) NY, Ind. Dev. Agency; Sr Sec Revenue Bonds
due 2042: Baa3, LGD2 - 15%

Delaware Economic Dev. Auth: Senior Secured Revenue Bonds due
2045: Baa3, LGD2 - 15%

Fort Bend County Industrial Development Corporation Industrial
Revenue Bonds Series 2012 and 2012B: Baa3, LGD2 - 15%

Senior Unsecured: B1, LGD4 - 65% from LGD4 -- 66%

Outlook: Revised to Stable from Under Review for Downgrade

Ratings Downgraded with Revised Outlook and Revised LGD
Assessment:

Issuer: GenOn Mid-Atlantic, LLC

Senior Secured: Ba2, LGD 1 -- 4% from Ba1, LGD 2 -- 15%

Outlook: Revised to Stable from Under Review for Downgrade

Issuer: GenOn REMA, LLC

Senior Secured: B2, LGD 3 -- 44% from B1, LGD 3 -- 32%

Outlook: Revised to Stable from Developing

Ratings Upgraded with Revised LGD Assessment:

Issuer: Genon Energy, Inc.

Senior Unsecured: B2, LGD 4 -- 57% from B3, LGD 5 -- 77%

Ratings Affirmed with Revised Outlook and Revised LGD Assessment:

Issuer: Genon Energy, Inc.

Corporate Family Rating: B2

Probability of Default Rating: B2-PD

Outlook: Revised to Developing from Positive

Issuer: GenOn Americas Generation, LLC

Senior Unsecured: B3, LGD 4 -- 58% from LGD 5 - 74%

Outlook: Revised to Stable from Developing

Speculative Liquidity Ratings:

NRG Speculative-Grade Liquidity Rating: Affirmed at SGL-2

GEN Speculative-Grade Liquidity Rating: SGL-3 from SGL-2

The principal methodology used in this rating was the Unregulated
Utilities and Power Companies published in August 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.


OLYMPIC HOLDINGS: Court OKs Simon Resnik Hayes as Counsel
---------------------------------------------------------
Olympic Holdings, LLC, sought and obtained court permission to
employ M. Jonathan Hayes and Simon Resnik Hayes LLP as general
bankruptcy counsel.

On January 1, 2013, M. Jonathan Hayes merged his practice with
Simon & Resnik to form the firm of Simon Resnik Hayes LLP.  The
Debtor requires the services of Simon Resnik Hayes LLP to render
these types of professional services relating to the Chapter 11
proceeding:

   * Possible amendments to the Debtor's schedules;

   * Advice and assistance regarding compliance with the
     requirements of the United States Trustee;

   * Advice regarding matters of bankruptcy law, including the
     rights and remedies of the Debtor in regard to its assets and
     with respect to the claims of creditors;

   * Negotiate use of cash collateral and obtain court permission
     for same;

   * Conduct examinations of witnesses, claimants or adverse
     parties and prepare and assist in the preparation of reports,
     accounts and pleadings;

   * Advice concerning the requirements of the Bankruptcy Code and
     applicable rules;

   * Assist with the negotiation, formulation, confirmation and
     implementation of a Chapter 11 plan; and

   * Make any appearances in the Bankruptcy Court on behalf of the
     Debtor; and take other action and perform other services as
     the Debtor may require.

The bulk of the work necessary to prosecute the case will continue
to done by Mr. Hayes and his associates, Roksana D. Moradi,
Carolyn Afari and Elizabeth Roberson. Other personnel of Simon
Resnik Hayes LLP may also be used as necessary from time to time
including Matthew Resnik and various paralegals.

The firm's hourly billing rates for 2013 are:

       M. Jonathan Hayes      Partner       $425.00
       Kevin T. Simon         Partner       $385.00
       Matthew D. Resnik      Partner       $385.00
       Russell J. Stong III   Associate     $325.00
       Donna R. Dishbak       Associate     $325.00
       Roksana D. Moradi      Associate     $285.00
       Carolyn M. Afari       Associate     $165.00
       Elizabeth Roberson     Associate     $165.00
       Erin Keller            Paralegal     $135.00

Simon Resnik Hayes LLP attests it is a "disinterested person" as
contemplated by 11 U.S.C. Section 327 and defined in Section
101(14).

                      About Olympic Holdings

Beverly Hills, California-based Olympic Holdings, LLC, filed a
bare-bones Chapter 11 petition (Bankr. C.D. Cal. Case No.
12-32707) on June 29, 2012, in Los Angeles.  The Debtor estimated
assets and liabilities at $10 million to $50 million.

Affiliates of the Debtor that filed separate Chapter 11 petitions
in the same Court are Wooton Group, LLC (Case No. 12-31323, filed
June 19, 2012) and Golden Oak Partners, LLC (Case No. 12-33650
filed July 9, 2012).

The Debtor is a California Limited Liability Company formed in
1996 which owns and manages real property.  This is a single asset
case.  The Debtor owns property comprised of three (3)
continguous, multi-tenant industrial/warehouse buildings located
at 4851 S. Alameda Street, in Los Angeles, California.

M. Jonathan Hayes, Esq., and the firm of Simon Resnik Hayes LLP
represent the Debtor as general bankruptcy counsel.


ORCKIT COMMUNICATIONS: Incurs $6.5 Million Net Loss in 2012
-----------------------------------------------------------
ORCKIT Communications Ltd. filed with the U.S. Securities and
Exchange Commission its annual report on Form 20-F disclosing a
net loss of $6.46 million on $11.19 million of revenues for the
year ended Dec. 31, 2012, as compared with a net loss of $17.38
million on $15.58 million of revenues for the year ended Dec. 31,
2011.

The Company's balance sheet at Dec. 31, 2012, showed $15.49
million in total assets, $23.88 million in total liabilities and a
$8.38 million total capital deficiency.

Kesselman & Kesselman, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has a
capital deficiency, recurring losses, negative cash flows from
operating activities and has significant future commitments to
repay its convertible subordinated notes.  These facts raise
substantial doubt as to the Company's ability to continue as a
going concern.

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

                        http://is.gd/9mCNHB

Kesselman & Kesselman, in Tel-Aviv, Israel, expressed substantial
doubt about Orckit Communications' ability to continue as a going
concern, citing the Company's capital deficiency, recurring
losses, negative cash flows from operating activities and
significant future commitments to repay its convertible
subordinated notes.

Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT)
engages in the design, development, manufacture and marketing of
advanced telecom equipment to telecommunication service providers
in metropolitan areas.  The Company's products are transport
telecommunication equipment targeting high capacity packetized
metropolitan networks.


OVERLAND STORAGE: Amends 14.5 Million Shares Prospectus
-------------------------------------------------------
Overland Storage, Inc., filed an amendment to its Form S-1
registration statement relating to the registration of 14.5
million shares of common stock at a proposed maximum aggregate
offering price of $16.4 million.

On Feb. 13, 2013, the Company issued $13,250,000 convertible
promissory notes in a private placement.  The Notes are
convertible into 10,192,304 shares of common stock at an initial
conversion price of $1.30 per share and automatically convert into
shares of common stock upon the occurrence of certain events.  The
purchasers of the Notes, or the selling shareholders, may use this
prospectus to resell the shares of common stock issuable upon
conversion of the Notes.  The Company has also registered for
resale by the selling shareholders up to an additional 4,326,526
shares of common stock in the event of interest payments on the
Notes in shares of common stock.  The Company will not receive any
of the proceeds from the shares of common stock sold by these
selling shareholders.

The Notes are scheduled to mature in February 2017 and bear
interest at a rate of 8% per annum payable semi-annually.

The Company's common stock is traded on The NASDAQ Capital Market
under the symbol "OVRL".  On April 26, 2013, the last reported
sale price for the Company's common stock on The NASDAQ Capital
Market was $1.13 per share.  The Notes are not listed on any
national securities exchange.

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

                        http://is.gd/PHkDRP

                       About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company incurred a net loss of $16.16 million for the fiscal
year 2012, compared with a net loss of $14.49 million for the
fiscal year 2011.  The Company's balance sheet at Dec. 31, 2012,
showed $28.31 million in total assets, $31.23 million in total
liabilities and a $2.92 million total sharehodlers' deficit.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company's recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


PATIENT SAFETY: Amends 2012 Annual Report
-----------------------------------------
Patient Safety Technologies, Inc., has amended its annual report
for the period ended Dec. 31, 2012, to include certain information
required by Part III of Form 10-K that was omitted from Part III
of the Company's original 10-K Filing because it was to be
incorporated by reference from the Company's definitive proxy
statement for its 2013 Annual Meeting of Stockholders or an
amendment to the Original 10-K Filing.  Because the Company's
proxy statement will not become definitive within 120 days after
the end of the fiscal year ended Dec. 31, 2012, the information
required by Part III of Form 10-K cannot be incorporated by
reference from the proxy statement and therefore must be filed as
an amendment to the Company's Original 10-K Filing.

The Amendment also adds as exhibit 3.1.1 to the Exhibit Index
contained in the Original 10-K Filing the Certificate of Amendment
of Amended and Restated Certificate of Incorporation that was
contained in the Company's definitive proxy statement on Schedule
14A filed with the SEC on June 27, 2012, which exhibit was
inadvertently omitted from the Original 10-K Filing.

In addition, the Amendment includes the reissuance of the
applicable portions of the Section 302 certifications by the
Company's Chief Financial Officer and Chief Executive Officer.

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

                        http://is.gd/d8NPKR

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

Patient Safety reported a net loss of $1.89 million in 2011,
compared with net income of $2 million during the prior year.  The
Company's balance sheet at Sept. 30, 2012, showed $19.98 million
in total assets, $7.51 million in total liabilities and $12.47
million in total stockholders' equity.


PATRIOT COAL: CEO Says 88% of Retirees Didn't Work for Company
--------------------------------------------------------------
Greta Weiderman, writing for St. Louis Business Journal, reports
that Patriot Coal CEO Ben Hatfield said Wednesday morning during
testimony in the company's bankruptcy hearing that 88 percent of
Patriot's retirees never worked for Patriot.  Of Patriot's
retirees and their dependents, 49 percent are former Peabody
Energy employees and their dependents, 39 percent are former
Magnum Coal employees and their dependents and 12 percent are
former Patriot employees and their dependents.  Mr. Hatfield said
the company was saddled with "inordinate liabilities" when it was
spun off from Peabody Energy in 2007.

The report also relates that during testimony, Mr. Hatfield
described his negotiations with the mine wokers union to come to
an agreement on changes to wages, benefits and pensions for union
employees and changes on health care benefits for union retirees.
Patriot is looking for $150 million in annual savings, and the
union was initially offering deals that would result in about 10
percent of that, Mr. Hatfield said.

The report notes Arthur Traynor, a UMWA lawyer, and Srinivas
Akunuri, a principal at PricewaterhouseCoopers LLP who is working
as a consultant and advisor for the union, were expected to
testify in the case Wednesday afternoon.

The Bankruptcy Court in St. Louis, Missouri, on Monday began trial
on the request of Patriot Coal Corp. to modify retirees' health
care and pension benefits.  According to a Huffington Post report,
the court hearing could last through Friday, although U.S.
Bankruptcy Judge Kathy Surratt-States may not issue a ruling
immediately.

                       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.


PINNACLE AIRLINES: to Cancel Contracts With Best Western, et al.
----------------------------------------------------------------
Pinnacle Airlines Corp. said it is rejecting its contracts for
crew hotel rooms with Best Western Cooper's Mill, Best Western
Port Columbus and Holiday Inn Express Pittston.  The contracts are
listed at:

   http://bankrupt.com/misc/Pinnacle_RejContractBWCM.pdf
   http://bankrupt.com/misc/Pinnacle_RejContractBWPC&HIEP.pdf

                       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.


PINNACLE AIRLINES: Exits Chapter 11 as Delta Subsidiary
-------------------------------------------------------
More than a year after it filed for Chapter 11 protection,
Pinnacle Airlines Inc. emerged from bankruptcy on May 1 and became
a subsidiary of Delta Air Lines.

Pinnacle Airlines announced in court filings that its Chapter 11
plan of reorganization took effect yesterday, two weeks after it
was approved by U.S. Bankruptcy Judge Robert Gerber.

Under the plan, secured creditors will be paid in full while union
and unsecured creditors will recover less than 1% on claims.  A
trust will be created for general unsecured claims.

The plan was laid out in an agreement among Delta, Pinnacle, and
the unsecured creditors' committee, which was announced on Jan. 3.
After bankruptcy, Pinnacle will continue as a feeder airline for
Atlanta-based Delta operating 81 regional jets with 76 seats.

"We have come a long way," newly appointed CEO Ryan Gumm said in a
statement.  "Our employees and our airline weathered difficult
changes in order for us to emerge as a competitive regional
airline."

Pinnacle is scheduled to move to a new headquarters facility at
the southwest corner of Minneapolis-St. Paul International Airport
later this month.  The office space at the airport is referred to
as Building C and is located just off 34th Avenue S. and
Interstate 494, according to a May 1 report by Minneapolis Star
Tribune.

Pinnacle has 4,900 employees and operates 181 jets flying more
than 1,000 daily flights to more than 100 cities in the United
States and Canada.

                       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.


PLYMOUTH OIL: Plan Confirmation Hearing Set for May 10
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Iowa will
convene a hearing on May 10, 2013, to consider the confirmation of
Plymouth Oil Company, LLC's Chapter 11 Plan.  Objections, if any,
are due on the May 10, hearing.

As reported in the Troubled Company Reporter on April 17, 2013,
the Debtor has secured additional new investment from various
investors in the amount of $1,500,000 and has now filed a
bankruptcy exit plan.

Plymouth says that the new investment, together with its ongoing
business operations and development of Golden Essence Flour, will
provide it with the means for meeting its obligations under the
Plan.

Under the Plan, the secured claim of bridge lenders Ryan Lake,
Steve Vande Brake, Arlon Sandbulte, Dirk Dorn, and Iowa Corn
Opportunities, LLC (Class 2) will be reinstated and paid in full
over 10 years with fixed interest of 4% or will be exchanged for
equity in the Reorganized Debtor.

General Unsecured Claims will be paid in full: 50% paid within 30
days of the Effective Date; the remaining 50% paid within 180 days
of the Effective Date.

Interest holders (Class 12) will retain their equity interests but
only on a diluted basis reflecting a dilution of 82% to 88% of the
value of their units in the Reorganized Debtor, depending on
whether the holders of allowed claims in Class 2 elect to convert
their allowed claim to equity of the Reorganized Debtor.

A copy of the Plan is available at:

         http://bankrupt.com/misc/plymouthoil.doc120.pdf

                         About Plymouth Oil

Plymouth Oil Company, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Iowa Case No. 12-01403) in Sioux City on July 23,
2012.  In its amended schedules, the Debtor disclosed $21,623,349
in total assets and $12,891,586 in total liabilities.

Plymouth Oil -- http://www.plymouthoil.com-- has a $30 million
extraction plant located at 22058 K-42 Merrill, Iowa, directly
across from the new Plymouth Energy Ethanol Plant.

Founded by local investors, Plymouth Oil Company, LLC started
operations in February 2010 purchasing raw corn germ and refining
this material into de-oiled germ meal and kosher food-grade
cooking oil.  The plant has the capability of pumping out 90 tons
of corn oil each day and about 300 tons of DCGM (defatted corn
germ meal) daily, which is used for hog, poultry and dairy feed.

Bankruptcy Judge Thad J. Collins presides over the case.  Bradley
R. Kruse, Esq., at Brown Winick Graves Gross Baskerville &
Schoenebaum, P.L.C., serves as the Debtor's counsel.  The petition
was signed by David P. Hoffman, president.

Secured creditors Arlon Sandbulte, Ryan Lake, Dirk Dorn, Steven
Vande Brake, and Iowa Corn Opportunities, LLC, are represented by
lawyers at Baird Holm LLP in Omaha, Nebraska.


PLZ AEROSCIENCE: S&P Assigns 'B' CCR & Rates Secured Loans 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to St. Clair, Mo.-based PLZ Aeroscience Corp.  The outlook
is stable.

At the same time, S&P assigned a 'B' issue rating to the company's
senior secured credit facilities, which include a $20 million U.S.
revolver due 2018, a C$5 million Canadian revolver due 2018, a
$163.0 million U.S. term loan due 2019, a $67.5 million U.S.
delayed draw term loan due 2019, and a C$19.2 million Canadian
term loan due 2019.  The recovery rating is '3', which indicates
S&P's expectation of meaningful recovery (50% to 70%) for
creditors in the event of a payment default or bankruptcy.  PLZ's
U.S. subsidiary, Plaze Inc., will issue the U.S. senior secured
credit facilities, while its Canadian subsidiary, K-G Spray-Pak
Inc., will issue the Canadian credit facilities.

"The ratings on PLZ reflect our assessment of the company's narrow
product focus within a fragmented and mature aerosol industry, and
its lack of geographic diversity," said Standard & Poor's credit
analyst Mark Salierno.  "The ratings also reflect our opinion that
financial policy is very aggressive and debt burden is
significant, and our expectation for credit ratios to remain
weak."

The outlook is stable, which reflects S&P's expectation that PLZ
will generate modest organic EBITDA growth through low-single-
digit organic sales increases in its key business segments, and
reflects S&P's forecast for marginal improvement in the company's
key credit measures over the next year.  S&P believes credit
measures will remain close to current levels in 2013, including
leverage in the mid-7x area (approximately 5x when excluding the
preferred stock from adjusted debt).


PORTER BANCORP: Incurs $524,000 Net Loss in First Quarter
---------------------------------------------------------
Porter Bancorp, Inc., reported a net loss available to common
shareholders of $524,000 on $8.29 million of net interest income
for the three months ended March 31, 2013, as compared with net
income attributable to common shareholders of $985,000 on $11.45
million of net interest income for the same period during the
prior year.

The Company's balance sheet at March 31, 2013, showed $1.13
billion in total assets, $1.08 billion in total liabilities and
$46.73 million in stockholders' equity.

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

                        http://is.gd/ukx2HJ

                        About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.

Porter Bancorp disclosed a net loss of $32.93 million in 2012, a
net loss of $107.30 million in 2011 and a net loss of $4.38
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed $1.16 billion in total assets, $1.11 billion in total
liabilities and $47.19 million in total stockholders' equity.

Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred substantial losses in 2012, 2011 and
2010, largely as a result of asset impairments.  In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios.  Additional significant asset impairments or
continued failure to comply with the regulatory enforcement order
may result in additional adverse regulatory action.  These events
raise substantial doubt about the Company's ability
to continue as a going concern.


PROQUEST LLC: S&P Affirms 'B-' Corp. Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Ann Arbor, Mich.-based content provider ProQuest LLC to positive
from stable.  S&P affirmed all existing ratings on the company,
including the 'B-' corporate credit rating.

The outlook revision reflects S&P's view that the company will
achieve relatively stable operating performance in 2013, deliver
its next platform migration in 2013-2014 without delays or cost
overruns, and continue to reduce debt leverage in 2013.  S&P
believes that the company will maintain an adequate cushion of
compliance and maintain adequate liquidity over the next 12 months
during the migration period, absent a debt-financed acquisition or
an unexpected cost overrun.

The corporate credit rating reflects S&P's view that leverage is
very high, hindering the financial flexibility needed to operate
in some of its key markets.  Many of ProQuest's corporate and
government clients are facing significant budgetary pressure and
have reduced their spending allocations for libraries, resulting
in an unfavorable near-term operating outlook for the company.  In
S&P's view, ProQuest's business risk profile is "weak" because of
mature and unfavorable fundamentals of some key end markets.  S&P
views the company as having a "highly leveraged" financial risk
profile because of its high debt leverage and a history of debt-
financed acquisitions and distributions to its owners.  S&P assess
the company's management and governance as "fair."

The positive rating outlook reflects S&P's expectation that the
company has sufficient liquidity to undertake its next platform
migration.  Additionally, it reflects S&P's expectation that
credit metrics will gradually improve over the intermediate term.

S&P would consider an upgrade if the company can achieve organic
top-line growth on a sustained basis, establish and maintain a 20%
cushion of compliance with financial covenants, and if S&P become
convinced that there won't be any cost overruns with the corporate
platform migration which S&P expects to be begin in 2013.

S&P could revise the outlook back to stable if the company's
cushion of compliance with financial covenants starts to narrow
due to economic weakness or budgetary pressure on customers,
causing revenue and EBITDA declines or discretionary cash flow
contraction.  S&P would also revise the outlook back to stable if
it is convinced the corporate platform migration will be more
expensive than it previously anticipated.


PULTEGROUP INC: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
PulteGroup Inc. to positive from stable.  At the same time, S&P
affirmed its ratings on the company, including the 'BB-' corporate
credit rating and the issue-level ratings on the company's debt.
S&P's recovery rating on the company's unsecured senior notes is
'3', indicating a meaningful (50%-70%) recovery in the event of a
payment default.

"The outlook revision reflects S&P's expectation that sustained
revenue growth and improved profitability over the next 12 to 18
months, coupled with materially lower debt levels, will result in
substantial improvement in PulteGroup's EBITDA-based credit
measures," said Standard & Poor's credit analyst Susan Madison.

Debt to EBITDA and EBITDA interest coverage have already improved
significantly over the past six months, totaling approximately 4x
and 3.5x, respectively, at March 31, 2013.  S&P's base-case
forecast assumes that PulteGroup can achieve 20% revenue growth in
2013 and maintain full-year EBITDA margins in the low to mid 13%
area.  S&P also assumes that PulteGroup will continue to reduce
community count in order to boost profitability, and will fund
most of its land investment with internally generated cash.  As a
result, S&P expects funded debt, which totaled $2.1 billion at
March 31, 2013 (pro forma for a recently announced $399 million
debt tender), will remain largely unchanged.  Under this scenario,
S&P expects debt to EBITDA will decline to the low 3x area,
interest coverage will approach 5x by year-end 2013, and debt to
capital will decline to less than 50%.

"Our positive outlook acknowledges our expectation that
PulteGroup's EBITDA-based credit metrics will continue to improve
materially over the next 12 months driven by better operating
performance and lower debt levels resulting from the company's
material debt repayment over the past six months.  We could raise
our ratings to 'BB' if PulteGroup is able to achieve 20% revenue
growth, while maintaining EBITDA margins in the low to mid 13%
area.  Under this scenario, we expect debt to EBITDA would decline
to the low 3x area by year-end 2013, and interest coverage would
approach 5x.  We believe the ratings on PulteGroup are less likely
to come under pressure in the near term, given the recovery in
U.S. housing that is now under way and the company's adequate
liquidity position.  However, we could revise our outlook on the
company to stable if sale trends and profitability measures falter
and debt to EBITDA appears likely to exceed 5x over the next 12 to
18 months.  We could also revise the outlook to stable if
PulteGroup implemented an aggressive growth strategy, primarily
financed by debt," S&P said.


QUANTUM FUEL: Amends 2012 Annual Report
---------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., has amended its
annual report for the period ended Dec. 31, 2012, to replace in
its entirety the information provided in Part III of the Original
Filing, which is required to be filed within 120 days from the
Company's fiscal year end.  In addition, the Amended Form 10-K
amends Item 15 of Part IV of the Original Filing to include new
certifications by the Company's Chief Executive Officer and Chief
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 Form 10-K/A 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/jXRMVI

                         About Quantum Fuel

Lake Forest, Calif.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.  The Company's balance
sheet at Dec. 31, 2012, showed $61.26 million in total assets,
$47.03 million in total liabilities and a $14.22 million in total
stockholders' equity.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.


READER'S DIGEST: Deal with DirectSourcing, Sale Approved
--------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
RDA Holding Co.'s motion to enter into a termination and
transition services agreement with DirectSourcing Germany GMBH.

Separately, the Court also approved the Company's motion to enter
into and perform under a purchase and sale agreement for the sale
of equity interests in non-debtors Reader's Digest Przegland SP.
z.o.o., Editura Reader's Digest SRL and Reader's Digest Kiado Kft,
the report said.

                      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.


REID PARK: Transwest's Plea to Reconsider Plan Confirmation Denied
------------------------------------------------------------------
The Hon. Eileen W. Hollowell denied Transwest Partners, LLC, et
al.'s motion for reconsideration or clarification with respect to
the order confirming of a lender's Plan of Reorganization for
debtor Reid Park Properties, LLC.

In an order dated March 4, 2013, the Bankruptcy Court denied
confirmation of the Debtor's Fifth Amended and Modified Plan of
Reorganization, and confirmed WBCMT 2007-C31 South Alvernon Way,
LLC's First Amended Plan of Reorganization for Debtor.

Transwest requested for the clarification of the order dated
March 4, 2013, regarding portions of the lender's Plan attempting
to dispose of claim objections without allowing unsecured
creditors a hearing on their claim.

According to Transwest, the lender's amended plan requires that
the holders of Class 11 unsecured insider claims will not receive
or retain any property under the Plan on account of the claims.
Transwest complained that the Plan classified the unsecured claim
of Transwest Properties, and Transwest Partners, in a separate
class from other unsecured creditors and denied them equal
treatments with other unsecured creditors under its Plan.

Transwest asked the Court to direct that the lender to amend its
treatment of Class 11 in its Plan to treat those unsecured claims
in Class 11 in accordance with the other unsecured claims or
alternatively to allow the Court to consider a hearing on
Insiders Unsecured Claims.

The lender, WBCMT, objected to the motion, stating that the
arguments raised by Transwest were both procedurally and
substantively deficient.

                           Lender's Plan

As reported in the Troubled Company Reporter on March 26, 2013,
under the Lender's second amended modifications to its First
Amended Plan of Reorganization, the Debtor will convey the
Doubletree Hotel Tucson at Reid Park located at 445 South Alvernon
Way, in Tucson, Arizona, and all related personal property to the
Plan Transferee.  The Lender's secured claim will not be
discharged, but will be assumed by the Plan Transferee on the
Effective Date.  The Plan Transferee will take title to the Hotel
and all related personal property subject to the Allowed Lender
Secured Claim and will arrange for a professional hotel management
company to continue operating the Hotel as a DoubleTree.

The Secured Lender maintains that its Plan proposes a better
alternative for creditors than the Debtor's Fifth Amended Plan of
Reorganization because its plan provides a substantial 25%
distribution to general unsecured creditors.

                    About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms.  It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

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


RESIDENTIAL CAPITAL: May 14 Hearing on NJ Carpenters Class Suit
---------------------------------------------------------------
The U.S. District Court for the Southern District of New York, on
January 3, 2013, entered a revised order certifying the proposed
class in the lawsuit filed by New Jersey Carpenters Health Fund
against Residential Capital LLC, et al.  The Certified Class is
defined as "initial purchasers who bought the securities directly
from the underwriters or their agents no later than ten trading
days after the offering date."

The NJ Carpenters Health Fund subsequently filed a motion for
class certification with the U.S. Bankruptcy Court for the
Southern District of New York for purposes of filing class claims.

The Lead Plaintiff filed separate class proofs of claims against
each of Debtors Residential Capital, LLC, Residential Funding
Company, LLC, and Residential Accredit Loans, Inc., for damages
resulting from violations of Sections 11, 12(a) and 15 of the
Securities Act of 1933, Sections 77K, 71(a)(2) and 77o of Title 15
of the U.S. Code, in connection with the purchase of the subject
mortgage-backed securities certificates and the Debtors' conduct
in connection to the securitization deals.

The class action lawsuit is New Jersey Carpenters Health Fund, et
als. v. Residential Capital, LLC, et al.

A hearing on the Lead Plaintiff's motion for certification will
be held on May 14, 2013, at 10:00 a.m. (ET).  Objections are due
May 7.

The Lead Plaintiff is represented by:

         Michael S. Etkin, Esq.
         Ira M. Levee, Esq.
         Andrew D. Behlmann, Esq.
         LOWENSTEIN SANDLER LLP
         1251 Avenue of the Americas, 17th Floor
         New York, NY 10020
         Tel: (212) 262-6700
         Fax: (212) 262-7402
         E-mail: metkin@lowenstein.com
                 ilevee@lowenstein.com
                 abehlmann@lowenstein.com

                   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: A. Pruitt Motion for Stay Relief Denied
------------------------------------------------------------
Alfreida Pruitt defaulted on a promissory note evidencing a
mortgage loan in the amount of $271,330.  The loan was secured by
real property located at 2360 Hickory Station Circle, in
Snellville, Georgia.  After default, GMAC Mortgage, LLC, initiated
a non-judicial foreclosure proceeding and the Property was sold at
a foreclosure sale.  Ms. Pruitt initiated numerous actions against
GMACM and other non-debtor entities related to the foreclosure of
the Property.  The actions were dismissed.

Ms. Pruitt filed a motion to lift the automatic stay to pursue
claims against GMACM under the Fair Debt Collection Practices Act,
the Uniform Commercial Code, and claims under the Bankruptcy Code
for violation of the automatic stay.  In its Opposition, GMACM
states that Ms. Pruitt should be denied relief because she
withdrew her claim in the Debtors' case and the Bar Date has since
passed.  GMACM also asserts that Ms. Pruitt has raised these same
claims in at least five previous lawsuits.

In an April 12, 2013, decision Judge Martin Glenn denied Ms.
Pruitt's motion to lift stay finding that she failed to meet her
burden to lift the automatic stay.  Judge Glenn pointed out that
her Property was foreclosed upon, sold, and repossessed prior to
the Debtors' petition date.  As a result, Ms. Pruitt is not
currently a defendant in a foreclosure action brought by one of
the Debtors.

                   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: Junior Noteholders Seek Plan-Filing Rights
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that while junior secured noteholders of Residential
Capital LLC want the right to file a reorganization plan, they
said the official unsecured creditors' committee shouldn't be
allowed to file lawsuits belonging to the mortgage-servicing unit
of nonbankrupt Ally Financial Inc.

ResCap is requesting a 64-day expansion of exclusive plan-filing
rights.  In requesting longer plan exclusivity, ResCap said there
had been "significant progress" and "tremendous headway" toward
agreement with creditors on a Chapter 11 plan.

According to the report, the junior noteholders responded this
week, contending that giving creditors' the ability to file one or
more plans will speed resolution of the Chapter 11 reorganization
that began one year ago this month.  The junior noteholders said
it's futile to hold up filing a plan "until peace breaks out"
among warring creditor factions.  They said other creditor groups
"simply lack any incentive to abandon their hardened negotiating
positions."

The junior noteholders, the report relates, said they're in the
best position to propose a plan because they're the only group
with claims against the ResCap parent as well as against operating
units.

The junior noteholders filed papers this week asking the
bankruptcy judge to preclude the creditors' committee from filing
lawsuits that belong to ResCap.  They said it's "too early for the
court to cede control of estate claims to any particular third
party."

The plan-exclusivity issue and the committee request for filing
lawsuits will be hashed out at May 7 hearing.

                     Ally Denies Wrongdoing

Meanwhile, Joseph Checkler at Daily Bankruptcy Review reports that
Ally Financial says ResCap creditors "cannot come close" to
proving that Ally is responsible for the liabilities in ResCap's
bankruptcy case.

                    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).


REVEL AC: Suspending Filing of Reports with SEC
-----------------------------------------------
Revel AC, Inc., filed a Form 15 with the U.S. Securities and
Exchange Commission to voluntarily deregister its common stock
under Section 12(g) of the Securities Exchange Act of 1934.  As of
April 29, 2013, there were only nine holders of the Company's
common shares.  As a result of the Form 15 filing, the Company's
obligation to file reports with the SEC will be suspended.

On Feb. 17, 2011, Revel AC issued $304,400,000 aggregate principal
amount of 12% second lien notes due 2018 in a Rule 144A private
offering.  In November 2012, Revel AC exchanged all of the Old
Notes for identical notes registered under the Securities Act of
1933, as amended, pursuant to a Registration Statement on Form S-4
declared effective by the Securities and Exchange Commission.
Pursuant to Section 15(d) of the Securities Exchange Act of 1934,
as amended, the duty of Revel AC to file reports under Section 13
of the Exchange Act was suspended commencing with the fiscal year
beginning Jan. 1, 2013, because the Second Lien Notes were held of
record by less than 300 persons as of that date.  Revel AC filed
the Form 15 to provide notice of the statutory suspension of its
filing obligation, subject only to Revel AC's obligation to file a
Form 10-K for its 2012 fiscal year.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.

Already accepted by creditors, Revel's reorganization plan is
designed to reduce debt for borrowed money by 82 percent, from
$1.52 billion to $272 million. For a projected 19 percent
recovery, holders of an $896 million secured term loan are to
receive all the new equity. General unsecured creditors are to
be paid in full.


RG STEEL: Wants Caruso as Substitute Under PNC Trust Agreement  
--------------------------------------------------------------
RG Steel Wheeling, LLC seeks a court order confirming that Chief
Financial Officer Richard Caruso is authorized to act on behalf of
the company under a trust agreement.

The company, as successor to Wheeling-Pittsburgh Steel Corp., is a
party to a 1990 agreement between WPSC and PNC Bank N.A.  The
companies signed the agreement to establish a trust to hold and
distribute certain funds held in connection with WPSC's employee
benefit plans.

RG Steel Wheeling wants the funds returned to it to maximize
recoveries of its creditors.

                          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.


RHYTHM AND HUES: Committee Opposes Breakup Fee to JS Comms
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of Rhythm & Hues Inc. oppose paying a
$425,000 breakup fee to the so-called stalking horse purchaser JS
Communications Co. Ltd., which never signed a definitive contract
and backed out of the sale process before an auction was held last
month.

The report recounts that when the bankruptcy court approved the
sale in April to the high bidder at the auction, JS, a Japanese
entertainment and content media company, persuaded the judge to
leave open the question of whether it was still entitled to the
breakup fee for being outbid.  The bankruptcy Court in Los Angeles
will sort through the issues at a June 4 hearing.

According to the report, with JS absent, five bidders turned up
for the auction and made $425,000 deposits to qualify for bidding
on the provider of visual effects and computer animation for the
movie industry.  The winner at the two-day auction was 34x118
Holdings LLC, which will pay $1.2 million cash.  In addition, the
buyer will take over payment of the loan financing the Chapter 11
effort, pay defaults on contracts going along with the sale and
assume liabilities to employees for as much as $5 million.

JS, the report discloses, cited a theory whereby it's entitled to
the breakup fee given an ambiguity in auction and sale rules.  The
creditors point out how JS never complied with auction rules by
never signing a definitive contract and not making the required
$425,000 deposit.

The initially proposed sale to JS was projected to leave behind
enough cash for a 5.8 percent recovery by unsecured creditors.
The company said it would work with the creditors' committee to
develop a liquidating Chapter 11 plan.

                       About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.  Brian L.
Davidoff, Esq., C. John M Melissinos, Esq., and Claire E. Shin,
Esq., at Greenberg Glusker, serve as the Debtor's counsel.
Houlihan Lokey Capital Inc., serves as investment banker.

The petition was signed by John Patrick Hughes, president and CFO.

R&H provided visual effects and animation for more than 150
feature films and has received Academy Awards for Babe and the
Golden Compass, an Academy Award nomination for The Chronicles of
Narnia and Life of Pi.  R&H owned a 135,000 square-foot facility
in El Segundo, California, and had more than 460 employees.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, provided DIP
financing.  They are represented by Jones Day's Richard L. Wynne,
Esq., and Lori Sinanyan, Esq.


RHYTHM AND HUES: Can Hire Stutman Treister as Counsel
-----------------------------------------------------
The Official Committee of Unsecured Creditors of Rhythm and Hues,
Inc., sought and obtained permission from the U.S. Bankruptcy
Court to retain Stutman, Treister & Glatt Professional Corporation
as counsel, effective as of March 4, 2013.

Stutman Treister will represent only the Committee, and not any of
its respective individual members or any other creditors of the
Debtor.

The firm's Gary E. Klausner attests the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The rates of Stutman Treister professionals are:

     Attorneys: $285 to $1,045 per hour
     Paralegals: $240 per hour
     Law Clerks: $250 to $270 per hour

Rates of the Professionals Expected to be Most Active:

     Gary E. Klausner: $850 per hour
     H. Alexander Fisch: $535 per hour
     Danielle A. Pham: $315 per hour

                    About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.  Brian L.
Davidoff, Esq., C. John M Melissinos, Esq., and Claire E. Shin,
Esq., at Greenberg Glusker, serve as the Debtor's counsel.
Houlihan Lokey Capital Inc., serves as investment banker.

The petition was signed by John Patrick Hughes, president and CFO.

R&H provided visual effects and animation for more than 150
feature films and has received Academy Awards for Babe and the
Golden Compass, an Academy Award nomination for The Chronicles of
Narnia and Life of Pi.  R&H owned a 135,000 square-foot facility
in El Segundo, California, and had more than 460 employees.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, provided DIP
financing.  They are represented by Jones Day's Richard L. Wynne,
Esq., and Lori Sinanyan, Esq.


ROTECH HEALTHCARE: Aims to Knock Out Official Equity Committee
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Rotech Healthcare Inc. asserts in court filings that
its filing of a prepackaged reorganization plan offering 10 cents
a share to existing stockholders doesn't justify appointing an
official committee to represent equity.

Last week, the U.S. Trustee appointed an official equity
committee.  The company immediately scheduled a May 7 hearing to
ask for the committee to be disbanded.

Rotech said the business "is insolvent by between $128 million and
$188 million."  The 10 cents being offered for each share
represent a "gift" of $2.62 million made by the second-lien
noteholders who are to become Rotech's new owners.  Given that
Rotech is "hopelessly insolvent," the 10 cents doesn't "symbolize
solvency," the company said in the court filing.

As further evidence of insolvency, Rotech pointed to the second-
lien notes currently trading at about half of face value.

There is to be a hearing on May 16 for approval of disclosure
materials explaining the Company's pre-arranged plan.

                      About Rotech Healthcare

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

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

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

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

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

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

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP and Wynnefield
Partners Small Cap Value LP I.


SAN DIEGO HOSPICE: Scripps' $16.55MM Wins Auction
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that San Diego Hospice & Palliative Care Corp. received
authority from the bankruptcy court at an April 30 hearing to sell
its unused 24-bed hospice facility to Scripps Health for $16.55
million.  There were two bidders at the auction that took place
before the sale-approval hearing.  Scripps made the opening bid of
$10.7 million.  The other bidder was Sharp Healthcare.

The report also relates that the company and the official
creditors' committee are on the cusp of filing a jointly proposed
Chapter 11 plan.  Unless there is an agreement on a joint plan,
the bankruptcy judge previously gave the committee permission to
file a plan of its own after May 1.

The judge also gave the company and the committee joint control
over the sale process.

                      About San Diego Hospice

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

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

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

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

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


SCI REAL ESTATE: Judge Dismisses Clawback Suit v. Adelman et al.
----------------------------------------------------------------
Bankruptcy Judge Peter H. Carroll in Los Angeles, California,
granted a motion by Joel D. Adelman, et al., seeking dismissal of
the complaint filed by William Hoffman, the liquidating trustee of
the SCI Bankruptcy Liquidating Trust.

Mr. Hoffman on Feb. 13, 2013, filed his four-count Complaint
against the Defendants.  According to the Complaint, debtors SCI
Real Estate Investments LLC and Secured California Investments
Inc. operated approximately 60 limited liability companies engaged
in the business of real estate investment. Each of the Debtors'
limited liability companies would acquire equity in one or more
commercial real estate properties and offer co-ownership interests
in those properties to individual investors.  One of the Debtors'
limited liability companies was SCI Ft. Myers Fund LLC.  SCI Ft.
Myers and Naples Realty Group, LLC formed Ft. Myers Property
Investment Co. to acquire and operate three apartment communities
in Ft. Myers, Florida.  SCI Inc. owned an 8.8% interest in SCI Ft.
Myers.  Each of the Defendants invested with SCI Inc. in SCI Ft.
Myers and, as an SCI Ft. Myers Fund Investor, received an SCI Ft.
Myers Membership Interest.  The Defendants' initial investments in
SCI Ft. Myers ranged from $1,000 to $1,021,000 each.

When the Ft. Myers Property Investment Co. proved unprofitable,
SCI Ft Myers sent a letter to each of the Defendants offering to
acquire their respective SCI Ft. Myers Membership Interests.  By
Assignment Agreement dated Nov. 1, 2008, the Defendants each
transferred their respective SCI Ft. Myers Membership Interests to
SCI Inc. and released SCI Inc. and its affiliates from any
liability arising out of SCI Ft. Myers in exchange for SCI Inc.'s
promise evidenced by a promissory note to reimburse each Defendant
for the Initial Investment, less any amounts already received.

Mr. Hoffman alleges that the Debtors were insolvent at the time of
this transfer, and thereafter, did not make any payments on the Ft
Myers Notes given to the Defendants in conjunction with the
transfer.  Mr. Hoffman objects to the Defendants' respective
proofs of claim and seeks to avoid and recover the transfers
pursuant to 11 U.S.C. Sec. 544(b) as either actually or
constructively fraudulent under state law.

On March 21, 2013, the Defendants filed their Motion to Dismiss,
arguing that:

     -- the Complaint fails to describe any "fraudulent scheme" of
the Debtors, let alone with the particularity that is required for
allegations of fraud;

     -- the fraudulent conveyance allegations are premised on the
unsupportable allegation that the SCI Ft. Myers Membership
Interests were "worthless" or "had negligible value" . . ., even
though, at no point, does the Complaint assert the value of the
underlying Portfolio Properties;

     -- based on the assumption that the SCI Ft. Myers Membership
Interests had little value, the Complaint summarily concludes that
the Ft. Myers Notes given in exchange for the SCI Ft. Myers
Membership Interests (and the Defendants' Releases) were not of "a
reasonably equivalent value," without any factual basis to make
such claim "plausible"; and

     -- the Complaint does not contain any factual allegation to
support the conclusion that the Debtors were insolvent at the time
of, or were made insolvent by, the SCI Ft. Myers Membership
Interest Transfer -- which was 27 months before the Petition Date.

"As Hoffman fails to state a claim upon which relief can be
granted with respect to each of the counts in the Complaint,
Defendants' motion to dismiss under F.R.Civ.P. 12(b)(6) will be
granted with leave to amend. Hoffman shall file and serve
Plaintiff's First Amended Complaint not later than June 3, 2013,
to cure the deficiencies identified . . . and to state a plausible
claim for relief on each of his four causes of action. Defendants
must file and serve a response to Hoffman's First Amended
Complaint not later than June 28, 2013," said Judge Carroll.

The case is, WILLIAM HOFFMAN, not individually but solely as
Liquidating Trustee of the SCI Bankruptcy Liquidating Trust,
Plaintiff, v. JOEL D. and FAY S. ADELMAN, et al., Defendants, Adv.
Proc. No. 2:13-ap-01175-PC (Bankr. C.D. Cal.).  A copy of the
Court's May 1, 2013 Memorandum Decision is available at
http://is.gd/Vkwr7Ffrom Leagle.com.

                About SCI Real Estate Investments

Los Angeles, California-based SCI Real Estate Investments LLC and
Secured California Investments Inc. filed voluntary Chapter 11
petitions (Bankr. C.D. Cal. Case Nos. 11-15975 and 11-15987) on
Feb. 11, 2011.  By order entered on March 4, 2011, the SCI Inc.
case was reassigned to Judge Peter H. Carroll to be jointly
administered with SCI LLC.

Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP,
serves as the Debtors' bankruptcy counsel.  Haskell & White LLP as
accountant. Kennerly, Lamishaw & Rossi LLP serves as special real
estate counsel.  SCI LLC disclosed $55,431,222 in assets and
$69,514,028 in liabilities as of the Chapter 11 filing.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of SCI Real Estate Investments.  Levene, Neale,
Bender, Yoo & Brill L.L.P., represents the Committee as its
general bankruptcy counsel.

On June 15, 2012, the Court confirmed the First Amended Joint
Chapter 11 Plan of Liquidation for SCI Real Estate Investments,
LLC and Secured California Investments, Inc. dated April 19, 2012.
Under the confirmed plan, William Hoffman is authorized as the
Liquidating Trustee to prosecute and settle all causes of action
owned by the trust.


SCOTTSDALE VENETIAN: Files List of Top Unsecured Creditors
----------------------------------------------------------
Scottsdale Venetian Village LLC submitted a list that identifies
its top 20 unsecured creditors.  Creditors with the three largest
claims are:

  Entity                 Nature of Claim        Claim Amount
  ------                 ---------------        ------------
Fortuna Asset                                     $500,000
Management LLC
1300 Bristol St. North
Suite 100
Newport Beach, CA
92660

Days Hotel                                         300,000
Carissa Freeman c/o
Whyndam Hotel Group
22 sylvan way
Parsippany, NJ 07054

Maricopa County                                    217,300
Treasurer
301 West Jefferson
Suite 100
Phoenix, AZ 85003

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

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

                    About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., at Polsinelli
Shughart, P.C., in Phoenix.


SEAGATE TECHNOLOGY: Fitch Raises Issuer Default Rating From 'BB+'
-----------------------------------------------------------------
Fitch Ratings has upgraded the following ratings on Seagate
Technology plc and its subsidiaries:

Seagate

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

Seagate HDD Cayman

-- IDR to 'BBB-' from 'BB+';
-- Senior unsecured debt to 'BBB-' from 'BB+'.

Furthermore, Fitch has affirmed the credit facility rating for the
co-borrowers, Seagate and Seagate HDD Cayman, at 'BBB-' and
withdrawn the IDR and secured second lien notes ratings for
Seagate Technology International (STI), since the entity is now
debt free.

The Rating Outlook is Stable.

Approximately $3 billion of total debt is affected by Fitch's
action, including the company's undrawn $350 million unsecured
revolving credit facility.

KEY RATING DRIVERS

The Ratings Upgrades and Outlook reflect:

-- Expectations for relatively stable hard disk drive (HDD)
   pricing going forward due to a highly consolidated industry
   structure, as the top two companies, Seagate and Western
   Digital Corp. (WDC), control 88% of the market; strong HDD
   growth in Exabytes (EB) shipped (30%-40% annually) in excess
   of areal density growth largely driven by the cloud and usage
   of Internet-enabled mobile devices; increasing shipment
   linearity and tightly managed capital expenditures across
   the supply chain that minimizes the risk of supply and demand
   imbalances.

The increasing linearity in HDD shipments reflects the declining
correlation with PC demand due to strong growth in near-line
enterprise HDD storage for use in cloud data centers. IDC
estimates worldwide PC shipments declined 15% sequentially in the
first quarter of 2013, yet the total addressable market for HDDs
was nearly flat sequentially (-0.2%), according to WDC.

-- Positive profitability implications from a favorable mix shift
   towards higher capacity HDDs for cloud computing that require
   greater media and heads per drive, thereby absorbing a greater
   amount of fixed-cost investments than lower capacity PC drives.
   Seagate's average drive capacity increased 60% year-over-year
   to 823 gigabytes in the quarter ended Dec. 28, 2012, despite
   acquiring Samsung's predominantly notebook HDD business.

-- Seagate's solid liquidity and financial flexibility are
   supported by $2 billion in cash, the vast majority of which
   is readily accessible without adverse tax considerations,
   generally positive annual free cash flow (FCF), and an undrawn
   $350 million senior unsecured revolving credit facility due
   2015.

Fitch believes Seagate's FCF volatility will continue to moderate
due to a more stable HDD pricing environment, lower demand
volatility, favorable product mix shift and cautious approach to
capital investments that increase HDD manufacturing capacity.
Seagate has generated positive FCF for four consecutive years on a
trailing 12-month basis.

STI's redemption of $315 million of its 10% senior secured second-
priority notes previously due in 2014 for existing cash on hand
also strengthens liquidity since it eliminates all long-term debt
maturities until 2016, when $600 million of unsecured notes
mature.

-- Strong credit protection metrics and management's commitment
    to conservative financial policies;

-- Broad product portfolio and significant scale in HDD industry;

-- The company's vertically integrated model, which reduces per-
    unit manufacturing costs and facilitates new product time to
    market.

Fitch's rating concerns consist of:

-- Long-term threat of technology substitution from NAND flash-
    based SSDs, including risk of consumers substituting
    traditional notebooks with HDDs for ultrabooks equipped with
    solid state disk (SSD) or media tablets with flash-based
    storage.

The high relative cost of flash-based storage compared with HDDs
continues to limit the amount of storage capacity on PCs and
tablets, increasing demand for data storage in the form of hybrid
HDDs, cloud and external storage, areas where Seagate continues to
be well positioned. Seagate's Pulsar 800GB (gigabyte) multilevel
cell (MLC) SAS enterprise SSD currently retails for $6,599, or
$8.25 per GB, nearly 12x the cost per GB of a HDD.

Fitch expects PC demand to recover in the second half of calendar
2013 due to normal seasonality and a plethora of new convertible
notebook PCs that more closely align with user requirements,
including lower price points enabled in part by lower cost hybrid
solid state drives, and improved battery life supported by Intel's
upcoming, more efficient microprocessor, codenamed Haswell.

-- Substantial historical volatility in earnings and free cash
   flow due to the cyclicality of HDD demand and significant fixed
   costs;

-- Moderating, but still consistent declines in average selling
   prices for HDDs due to low switching costs;

-- Event risk associated with implementation of aggressive
   shareholder-friendly activities, primarily debt-financed share
   repurchases;

-- Seagate's ability to sustain a time to market advantage
   critical to achieving market share gains and maintaining
   overall profitability, given formidable competition from WDC.

RATING SENSITIVITIES

Positive:

-- Future ratings upgrades are currently unlikely due to the
    long-term threat of technology substitution from SSD, where
    Seagate lacks a dominant product position relative to HDDs.

Negative:

-- If the cost per gigabyte differential between enterprise HDD
    and SSD narrows significantly, resulting in greater than
    expected cannibalization of enterprise HDDs, and Seagate's
    enterprise SSD products are uncompetitive;

-- If Seagate's enterprise market share materially erodes due
    to more formidable competition from WDC;

-- If the company pursues more aggressive financial policies,
    such as sizable debt-financed share repurchases.

-- If Ultrabooks with SSD materially cannibalize the traditional
    notebook market, SSHs fail to achieve significant penetration
    in the Ultrabook market and growth in near-line enterprise
    and external HDDs is insufficient to offset the decline in
    EBs shipped to the notebook HDDs.

FCF (post dividends) was nearly $3.1 billion in the latest 12
months (LTM) ended Dec. 28, 2012 compared with $519 million in the
corresponding year ago period due to supply shortages from the
Thailand flood that significantly inflated average selling prices
(ASPs). Fitch forecasts at least $1.9 billion of FCF annually
through fiscal 2015 ended June 29.

Financial covenants in the credit agreement consist of a minimum
fixed-charge coverage of 1.5x and a maximum net leverage ratio of
1.5x. In addition, the facility requires minimum liquidity of $500
million.

Leverage (total debt/operating EBITDA) decreased to 0.6x as of
Dec. 28, 2012 from 1.4x in the year-ago period, benefitting from
elevated ASPs following the Thailand flood. ASPs have since
receded, as Fitch expected, given the recovery in the HDD supply
chain. Nonetheless, Fitch anticipates Seagate's leverage will
remain below 1x as $315 million of debt reduction offsets lower
ASPs compared with the immediate aftermath of the Thai flood.

Interest coverage (operating EBITDA/gross interest expense)
increased to 19.2x in the LTM ended Dec. 28, 2012 compared with
8.1x last year. Fitch anticipates interest coverage will remain
above 17x through fiscal 2015.

Fitch estimates total debt, pro forma for the redemption of STI's
10% senior secured second-priority notes due previously in May
2014, is approximately $2.5 billion and consists of:

-- $600 million of 6.8% senior notes due October 2016 (Seagate
    HDD);

-- $697 million of 7.75% senior notes due December 2018 (Seagate
    HDD);

-- $600 million of 6.875% senior notes due May 2020 (Seagate
    HDD);

-- $600 million of 7% senior notes due November 2021.


SEMINOLE HARD: S&P Affirms 'BB' Issuer Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings on
Seminole Hard Rock Entertainment Inc. and Seminole Hard Rock
International LLC (collectively, Seminole Hard Rock), including
S&P's 'BB' issuer credit rating.  The rating outlook is stable.

At the same time, S&P assigned the company's proposed $240 million
senior secured term loan an issue-level rating of 'BBB-' (two
notches higher than its issuer credit rating), with a recovery
rating of '1', indicating S&P's expectation for very high (90% to
100%) recovery for lenders in the event of a payment default.

The company expects to use proceeds, along with those from a
planned $350 million senior notes issuance (which S&P expects to
rate when the notes offering commences), to refinance its existing
$525 million senior secured floating rates notes; to pay accrued
interest, fees, and expenses; and to fund investments or
acquisitions or for general corporate purposes.

The credit agreement will provide for incremental term loan
facilities of up to $50 million.  In the event the company were to
increase the size of the term loan by $50 million, this would
likely result in a revision of S&P's secured debt recovery rating
to '2' (70% to 90% recovery) from '1', and a lowering of S&P's
issue-level rating to 'BB+' (one notch higher than its issuer
credit rating) from 'BBB-', in accordance with its notching
criteria.  The recovery rating revision would reflect a greater
amount of secured debt outstanding at default under S&P's
simulated default scenario, which would lower the recovery
prospects for the secured debt sufficiently enough to warrant the
lower recovery rating.

S&P's issuer credit rating on Seminole Hard Rock reflects its
assessment of the company's business risk profile as "fair" and
its financial risk profile as "highly leveraged."

S&P's assessment of Seminole Hard Rock's business profile as fair
reflects the highly competitive dynamics of the restaurant
industry; the themed nature of its business, which exposes the
Hard Rock brand to changing consumer tastes; and the
susceptibility of the travel and leisure industry to global
political and financial events.  These factors partly are offset
by Hard Rock's long-established track record and strong brand.

S&P's assessment of Seminole Hard Rock's financial risk profile as
highly leveraged reflects:

   -- Debt leverage that S&P expects will be above 6x over the
      intermediate term but improve over this time period as well;

   -- Good interest coverage; and

   -- S&P's expectation that, within certain limitations, the
      Seminole Tribe of Florida (the Tribe) would support this
      wholly owned entity given its strategic importance to the
      Tribe, even though it does not have the legal obligation to
      do so.


SEVEN GENERATIONS: Moody's Rates New $250MM Senior Notes 'Caa1'
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Seven
Generations Ltd.'s proposed $250 million senior unsecured notes.
Moody's also assigned 7G a B3 Corporate Family Rating, a B3-PD
Probability of Default Rating, as well as an SGL-3 Speculative
Grade Liquidity rating. The rating outlook is stable. This is the
first time that Moody's has rated 7G.

Ratings Rationale:

The B3 CFR reflects 7G's very small scale in terms of proved
developed reserves and production, with assets concentrated in a
single field. The rating also considers the company's limited
development and operating history, prospective nature of its
production growth, and high decline rates. The rating favorably
recognizes the company's advanced development plans and Moody's
expectation that its liquids production, specifically condensate,
will allow cash flows to grow to levels supportive of the rating
over the next 12 to 18 months.

7G's SGL-3 rating reflects its adequate liquidity for the next 12-
15 months, although the company will require additional capital
towards the end of this period or it will need to reduce growth
capital expenditure plans. Pro forma for the May 2013 notes
issuance, Moody's expects 7G will have approximately CAD280
million of cash and a fully available CAD70 million revolving
credit facility (April, 2016 maturity). Through the second quarter
of 2014, Moody's expects negative free cash flow of about CAD325
million. There are no debt maturities until 2020. Alternate
liquidity is limited given that substantially all of the company's
assets are pledged under the borrowing base revolver.

The $250 million senior unsecured notes are rated one notch below
the B3 CFR because of the existence of the prior-ranking CAD70
million secured revolver.

The stable outlook reflects Moody's expectation that the company
will maintain adequate liquidity as it grows its liquids
production over the next 12 to 18 months. The rating could be
upgraded if production and proved developed reserves approach
20,000 boe/d and 60 million barrels of proved developed reserves,
respectively, while maintaining retained cash flow to debt of at
least 30%. The rating could be downgraded if production appears
unlikely to grow to at least 10,000 boe/d by mid-2014, or
liquidity weakens.

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

Seven Generations Energy Ltd. is a privately-owned, Calgary,
Alberta based exploration and production company with 6,000
barrels of equivalent oil per day, and 6 million and 48 million
boe of proved developed and total proved reserves, respectively.


SIONIX CORP: Issues Convertible Promissory Notes
------------------------------------------------
Sionix Corporation, on Jan. 25, 2013, entered into securities
purchase agreements with two accredited investors for the purchase
and sale of $140,000 of convertible notes convertible into shares
of the Company's common stock, par value $0.001 per share, at a
conversion price equal to 80% of the average of the three lowest
closing prices for the Common Stock during the 10 consecutive
trading days immediately preceding the conversion request, however
the conversion price may not exceed $0.04 and may not be lower
than $0.02 per share.  The January 2013 Notes bear interest at the
rate of 10% per annum and mature on Sept. 30, 3014.  The January
2013 Notes are convertible at any time at the option of the
January Holders.  The Company may redeem the January 2013 Notes at
any time prior to maturity with 20 days' prior notice to the
January Holders and payment of a premium of 20% on the unpaid
principal amount.

In addition, the January 2013 Notes and January SPAs provide the
January Holders with registration rights for the shares of Common
Stock underlying the January 2013 Notes.  If the Company fails to
file a registration statement with the Securities and Exchange
Commission covering such shares within 30 days from the date of
the January Notes, the Company will pay to the January Holders an
amount in cash, as partial liquidated damages, equal to 2% of the
aggregate purchase price paid by the January Holders pursuant to
the January SPAs until the first anniversary of the issue date and
1% of the same per month thereafter, not to exceed 10% of the
principal amount in the aggregate.

March Convertible Notes

On March 13, 2013 the Company entered into securities purchase
agreements with five accredited investors for the purchase and
sale of $60,000 of convertible notes convertible into shares of
the Company's Common Stock at a fixed conversion price of $0.02
per share.  The March 2013 Notes bear interest at the rate of 10%
per annum and mature on Sept. 30, 3014.  The March 2013 Notes are
convertible at any time at the option of the March Holders.  The
Company may redeem the March 2013 Notes at any time prior to
maturity with 20 days' prior notice to the March Holders and
payment of a premium of 20% on the unpaid principal amount.

JMJ Financial Convertible Promissory Note

On April 11, 2013, the Company issued a Convertible Promissory
Note to JMJ Financial in the principal amount of $75,000,
including a 10% original issue discount, at a conversion price
equal to 60% of the three lowest closing price of the Company's
common stock for a period of 20 trading days, but no lower than
$0.03 per share.  The JMJ Note matures on April 11, 2014. The
Company has an optional right of redemption at any time before 90
days from the JMJ Effective Date, after which prepayment may not
be made without prior approval from the lender and a one-time
interest charge of 12% will be applied to the JMJ Principal
Amount.  The JMJ Note also provides for up to an additional
$175,000 to be provided to the Company at the lender's sole
discretion.

The shares underlying conversion of the JMJ Note have piggyback
registration rights and if the Company fails to register such
shares in its next registration statement filed with the SEC a
liquidated damage charge of 25% of the outstanding principal
balance, but not less than $25,000, will be added to such
outstanding balance.

Tonaquint Convertible Promissory Note

On April 19, 2013, pursuant to the terms and conditions of that
certain securities purchase agreement, by and between the Company
and Tonaquint, Inc., the Company issued to Tonaquint (i) a
convertible promissory note in the principal amount of $155,000,
including a 10% original issue discount, maturing on Aug. 19,
2014, and (ii) a five year warrant to purchase that number of
shares of the Company's Common Stock equal to $62,000, convertible
at a conversion price as set forth in the Tonaquint Note and
exerciseable at $0.06 per share, as adjusted pursuant to the terms
and conditions of the Tonaquint Warrant.  The Company paid fees of
$5,000 incurred by Tonaquint in connection with the funding of
this loan.  The Company has the optional right to prepay any
portion of the Tonaquint Principal Amount upon providing Tonaquint
with five days' notice of that prepayment, provided that the
Company must pay Tonaquint 135% of the amount of the Tonaquint
Principal Amount it elects to prepay.  Interest on the Tonaquint
Note will accrue at 8% per annum, provided that upon an Event of
Default the interest rate will increase to 18%.

The conversion price for each share of Common Stock issuable
pursuant to the Tonaquint Note and the Tonaquint Warrant will be
$0.03, subject to adjustments as set forth in the Tonaquint Note
and the Tonaquint Warrant; provided, however, that, beginning on a
date that is 180 days after the date of issuance of the Tonaquint
Note, the Company will pay, on a monthly basis, the greater of (i)
$15,500, plus the sum of any accrued and unpaid interest as of the
applicable installment date and accrued, and unpaid late charges,
if any, under the Tonaquint Note as of the applicable installment
date, and any other amounts accruing or owing to Tonaquint and
(ii) the then outstanding balance of the Tonaquint Note divided by
the number of installment dates remaining prior to the Maturity
Date.  Notwithstanding any other provision of the Tonaquint Note,
if any Installment Amount is greater than the then outstanding
balance of the Tonaquint Note, that Installment Amount will be
reduced to equal such then outstanding balance.  The applicable
Installment Amount may be paid in cash or in shares of the
Company's Common Stock.  In the event of a Company Conversion the
number of shares of Common Stock due to Tonaquint will be based on
a conversion price that is equal to the lower of i) the Conversion
Price and ii) 70% of the three (3) lowest closing volume-weighted
average prices of the Company's Common Stock for a period of 20
trading days, provided, however, that if the arithmetic average of
the three (3) lowest VWAPs of the shares of Common Stock during
any 20 consecutive trading day period is less than $0.01, then the
conversion will be based on 65% of the VWAPs.

The Company paid a cash placement fee to Convertible Capital
amounting to 5% of the gross proceeds of the sales of the January
2013 Notes, the March 2013 Notes, the JMJ Note, the Tonaquint Note
or the Warrant.  The Securities were issued pursuant to the
exemption from registration provided by Section 4(2) under the
Securities Act of 1933, as amended, as a transaction by an issuer
not involving a public offering, in which the investor is
accredited and has acquired the securities for investment purposes
only and not with a view to or for sale in connection with any
distribution thereof.

                        About Sionix Corp.

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.

Sionix incurred a net loss of $5.76 million for the year ended
Sept. 30, 2012, compared with a net loss of $6.30 million during
the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $2.90
million in total assets, $4.02 million in total liabilities, all
current, and a $1.11 million total stockholders' deficit.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred cumulative losses of
$37,560,000.  In addition, the company has had negative cash flow
from operations for the years ended Sept. 30, 2012, of $2,568,383.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


SMART ONLINE: Amends 2012 Annual Report
---------------------------------------
Smart Online, Inc., has amended its annual report for the period
ended Dec. 31, 2012, solely to furnish Exhibit 101-Interactive
Data File (XBRL Exhibit), which was updated in order to make
certain labels accurately reflect corresponding labels in the
Initial Filing in accordance with Rule 405 Regulation S-T.

This Amendment is being filed primarily to provide the information
required by Items 10, 11, 12, 13, and 14 of Part III.  This
information was previously omitted from the Original Filing in
reliance on General Instruction G(3) to Form 10-K, which permits
the information in the above referenced items to be incorporated
in the Form 10-K by reference from a definitive proxy statement or
definitive information statement if that statement is filed no
later than 120 days after our fiscal year end.  The Company filed
the Amendment to include Part III information in its Form 10-K
because the Company does not expect to file its definitive
information statement containing this information before that
date.  The reference on the cover of the Original Filing to the
incorporation by reference to portions of the Company's definitive
information statement into Part III of the Original Filing has
been deleted.

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

                        http://is.gd/N3NR65

                         About Smart Online

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS/PaaS model.  The Company
also provides Web site and mobile consulting services to not-for-
profit organizations and businesses.

Smart Online disclosed a net loss of $4.39 million in 2012, as
compared with a net loss of $3.54 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $1.25 million in total
assets, $28.41 million in total liabilities, and a $27.16 million
total stockholders' deficit.

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


SOLAR POWER: Amends 2012 Annual Report
--------------------------------------
Solar Power, Inc., has amended its annual report for the period
ended Dec. 31, 2012, to include the information required by Part
III of Form 10-K.  This information was previously omitted from
the original filing in reliance on General Instruction G(3) to
Form 10-K, which permits the information to be incorporated in the
Form 10-K by reference from the Company's definitive proxy
statement if that statement is filed no later than 120 days after
the Company's fiscal year-end.  The information required by Items
10-14 of Part III is no longer being incorporated by reference to
the proxy statement relating to the Company's 2013 Annual Meeting
of Shareholders.  The reference on the cover of the Original
Filing to the incorporation by reference to portions of the
Company's definitive proxy statement into Part III of the Original
Filing was deleted.  A copy of the Amended Form 10-K is available
for free at http://is.gd/elGjzU

                         About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power disclosed a net loss of $25.42 million in 2012, as
compared with net income of $1.60 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $162.82 million in total
assets, $138.70 million in total liabilities and $24.12 million in
total stockholders' equity.

Crowe Horwath LLP, in San Francisco, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred a current year net loss of $25.4
million, has an accumulated deficit of $23.8 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and material adverse change and
default clauses in certain debt facilities under which the banks
can declare amounts immediately due and payable.  Additionally,
the Company's parent company LDK Solar Co., Ltd, has experienced
financial difficulties, which among other items, has caused delays
in project financing.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.


SOUTH GATE, CA: S&P Raises Long-Term Rating & SPUR From 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating and
underlying rating (SPUR) to 'BBB' from 'BB+' on South Gate,
Calif.'s pension obligation bonds (POBs) and certificates of
participation (COPs) outstanding.  The outlook is positive.

"The raised ratings reflect our view of the city's improved
financial position and budget," said Standard & Poor's credit
analyst Jen Hansen.

The ratings reflect S&P's opinion of:

   -- City voters' approval of a 1% sales tax increase, which has
      stabilized sales tax revenues, and

   -- The city's two years of audited results, which show a
      positive general fund balance for fiscal 2011 and fiscal
      2012.

The positive outlook is based on S&P's view that the new city
management could implement policies that help to stabilize the
city's fund balance position.

The city has $15.3 million in COPs and $20.3 million in POBs
outstanding.


SOUTH LOUISIANA ETHANOL: IPT's $812K Claim Secured
---------------------------------------------------
South Louisiana Ethanol, L.L.C. was formed to construct and
operate an ethanol facility in Louisiana. Prior to its bankruptcy
filing, SLE obtained a line of credit from Whitney National Bank
and retained Englobal Engineering, Inc. and Englobal Construction
Resources, Inc., to provide design and construction services for
the retrofitting of a industrial facility in Plaquemines Parish
for ethanol production.  Englobal retained J&C Welding &
Fabrication, Inc., to perform parts of the construction project.
J&C hired Industrial Process Technology, Inc., to perform parts of
its contract.

SLE was unsuccessful and the plant was not completed. On July 24,
2008, IPT sued SLE, HPS Development, L.L.C., and J&C for amounts
due under its contract with J&C in the United States District
Court for the Eastern District of Louisiana.  As the general
contractor for the project, Englobal filed a motion to intervene
based on its contact with J&C.  Englobal also owed SLE
indemnification on amounts claimed by subcontractors.  However,
the District Court denied Englobals' request, and while the denial
was on appeal, it entered judgment in IPT's favor on the merits.

The IPT Judgment cast SLE and J&C in judgment for $733,336.46 plus
judicial interest from the date of demand and all court costs. It
also recognized a Private Works Act lien recorded by IPT prior to
suit.  The IPT PWA lien affected both the movable and immovable
property owed by SLE. Whitney and Englobal held collateral
mortgages over all SLE property. IPT's PWA lien was subordinate to
both Whitney and Englobals' secured status on immovable property.
The IPT lien did out rank Whitney and Englobal's secured claim
over movables, however.

After it filed for Chapter 11 bankruptcy in 2009, SLE filed an
adversary proceeding against IPT, Englobal, Whitney, and others
claiming a security interest in its uncompleted ethanol facility.
The adversary was to determine the validity, extent, and priority
of the security interests asserted.

Several pre-trial motions were filed prior to hearing on the
merits of the adversary. Among the motions filed were Motions for
Summary Judgment by IPT, SLE, and Whitney. IPT's Motion for
Summary Judgment asserted that the IPT Judgment was res judicata
as to all challenges except ranking.  Specifically, IPT alleged
that the IPT Judgment recognized both the amount of its claim and
the validity of its PWA lien.

Englobal opposed the IPT Motion for Summary Judgment, alleging
that since it was not a party to the IPT suit, the IPT Judgment
was not res judicata as to its interests or claims. Specifically,
Englobal alleged: 1) a valid PWA lien against the SLE property
superior in rank to IPT; 2) defenses to payment of IPT's claims;
and 3) defenses to indemnification claims filed by SLE against it
based on the amounts due IPT.

The SLE and Whitney Joint Motion for Summary Judgment challenged
the validity of the PWA liens of J&C and IPT. The SLE Motion
asserted that a PWA lien could only be held by a licensed
contractor under the Private Works Act. This position had been
recognized by Tradewinds Envtl. Restoration, Inc. v. St. Tammany
Park, LLC, and if applicable to the case, would have the effect of
eliminating PWA liens that primed Englobal's mortgage over
movables.

At a pre-trial conference on management of the adversary, the
parties, including IPT, requested that the Bankruptcy Court rule
first on the SLE Motion, then the IPT Motion.  The parties
reasoned that should the Bankruptcy Court find in favor of the PWA
claimants and against SLE and Whitney on the SLE Motion, the IPT
Motion would be moot.  They stipulated to a reservation of rights
in favor of IPT on its defense of res judicata should IPT lose the
SLE Motion.

Because the IPT Motion appeared to raise issues of first
impression, the Bankruptcy Court was persuaded that judicial
efficiency and economy would be served by the parties' proposal.
As a result, the SLE Motion was considered prior to the IPT Motion
st at an evidentiary hearing held on March 29, 2011.

The ruling on the SLE Motion found that any PWA claimant
performing general contracting services while unlicensed could not
possess a valid PWA lien. It also found that any PWA claimant that
acquired a license while performing general contracting services
could hold a valid PWA lien to secure the amounts owed for work
performed after the license was acquired.  IPT was initially
unlicensed when it began work at the SLE facility.

However, on January 25, 2007, IPT acquired its contractor's
license. As applied to IPT, the ruling recognized that amounts
owed to IPT for work performed prior to January 25, 2007, were not
secured by its PWA lien. It also found that any work performed on
or after January 25, 2007 was secured by IPT's PWA lien.

After the entry of this ruling, the Court then heard the IPT
Motion and ruled that the parties were barred by res judicata from
challenging the IPT Judgment. IPT then filed a Motion for
Distribution.  At the hearing on the Motion for Distribution, the
parties stipulated that IPT's entire claim accrued after January
25, 2007.  Therefore, whether by the IPT Judgment or the ruling on
the IPT Motion, IPT's claim was secured by its PWA liens and it
was awarded $811,672.

The calculation of the amount due included the full IPT Judgment
of $733,336.46; pre-judgment interest of $75,744.46; state court
costs of $990.10; federal court costs of $350.00; and post-
judgment judicial interest at the federal judicial rate until the
bankruptcy petition was filed, $1,250.  The Court denied post-
judgment interest after the bankruptcy petition was filed because
the confirmed plan of reorganization prohibited the payment of
post-petition interest on any claim.

In a ruling on April 26, 2013, Bankruptcy Judge Elizabeth W.
Magner ruled that "In sum, based on the ruling on the SLE Motion
and the stipulation of the parties prior to distribution, the
Court recognized that the IPT PWA lien secured all claims
presented by IPT.  The Court apologizes to the District Court for
any confusion it caused."

The case is SOUTH LOUISIANA ETHANOL, L.L.C., Plaintiff, v. WHITNEY
NATIONAL BANK, ET AL, Defendants, Adv. Proc. No. 09-1119 (Bankr.
E.D. La.).  A copy of Judge Magner's April 26 Memorandum Opinion
is available at http://is.gd/N1VQGZfrom Leagle.com.

                  About South Louisiana Ethanol

South Louisiana Ethanol LLC owns a non-operating ethanol plant in
Belle Chasse, Louisiana.  South Louisiana purchased the non-
operating plant in 2006 with plans for rebuilding. When financing
fell through, it shut down the construction project in September
2007.  South Louisiana Ethanol sought Chapter 11 bankruptcy
(Bankr. E.D. La. Case No. 09-12676) on Aug. 25, 2009.  Emile L.
Turner Jr., Esq., represented the Debtor in its restructuring
effort.  In its petition, the Debtor estimated $10 million to
$50 million in assets and $50 million to $100 million in debts.

On April 19, 2011, the Bankruptcy Court approved the Debtor's
Amended Plan of Reorganization that provided for the post-
confirmation sale of certain of the Debtor's assets.


SPEEDEMISSIONS INC: Gerald Amato Quits as Director
--------------------------------------------------
Gerald Amato notified the Board of Directors of Speedemissions,
Inc., of his resignation as a director effective April 22, 2013.
Mr. Amato's resignation did not result from any disagreements with
the Company over matters relating to operations, policies, or
practices.  The Company thanks Mr. Amato for his service as a
member of the board of directors of the Company since June 2008.

                       About Speedemissions

Tyrone, Georgia-based Speedemissions, Inc., is a test-only
emissions testing and safety inspection company.

The Company reported a net loss of $1.6 million in 2011, compared
with a net loss of $2.2 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $2.15 million in total assets,
$978,772 in total liabilities, $4.57 million in series A
convertible, redeemable preferred stock, and a $3.40 million total
shareholders' deficit.

After auditing the 2011 results, Habif, Arogeti & Wynne, LLP, in
Atlanta, Georgia, expressed substantial doubt about
Speedemissions' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a capital deficiency.


SUMMER VIEW: Court Enters Final Decree Closing Chapter 11 Case
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
entered a final decree closing the Chapter 11 case of Summer View
Sherman Oaks, LLC.

The Debtor related that its First Amended Plan of Reorganization,
as modified, has been fully implemented.  Karasik Law Group, LLP
has made all required initial distributions under the Plan.

The Debtor added that:

   1. there are no pending matters or open proceedings; and

   2. all outstanding fees to the Office of the U.S. Trustee, to
the extent not paid, will be paid prior to entry of a final
decree.

As reported in the Troubled Company Reporter on Feb. 21, 2012,
the critical provisions under the Amended Plan are:

     a. continuing operation of the Property, capital improvements
        of the Property, and continuing income and occupancy rate;

     b. listing the Property for sale immediately after the
        application to employ a real estate broker and enter into
        a listing agreement is granted with the target of closing
        escrow by September 2012.  The sale should be completed
        through the assumption of the existing loan;

     c. contingency plan of operating the Property until the
        Maturity Date of July 11, 2014, in the event that the sale
        does not go through as planned;

     d. contingency plan to sell the Property to conventional sale
        prior to the Maturity Date without incurring yield to
        maintenance pre-paid penalties; and

     e. contingency provision that the Efim Sobol Trust, the
        member of the Debtor, will provide the Debtor with an
        unsecured line of credit to cover any cash shortfall
        during the time of operation of the Property in the amount
        of up to $500,000.

The classification and treatment of claims under the Plan are:

      * Class 1 - Allowed Secured Claims of U.S. Bank, owed
        $18,118,041, will receive monthly payments of $78,584
        until the property is sold.  According to loan documents,
        the loan must be paid off on July 11, 2014, with a balloon
        payment.

      * Class 2 - Allowed Secured Claim of E. Rojas Landscape
        Inc., secured with a mechanic's lien ($12,078), will be
        paid in 12 quarterly installments of $1,007 (without
        interest), or from the proceeds of the sale if the
        property is sold before the creditor is paid in full.

      * Class 3 - Priority claims tenant security deposits that
        are not currently due ($76,314) will be paid when
        due.  This Class is unimpaired.

      * Class 4 - Priority claims for tenant security deposits
        that became due prepetition ($590) will be paid in one
        payment before the effective date.  This Class in
        unimpaired.

      * Class 5 - Allowed Unsecured Claims, excluding Insiders,
        owed $24,340, will be paid in 8 quarterly payments of
        $3,042 (without interest), or from the proceeds of the
        sale, if sale occurred before the creditor is paid in
        full.

      * Class 6 Interests will receive the balance of the proceeds
        after payments to all creditors.

A copy of the Plan of Reorganization and the Disclosure Statement
is available for free at:

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

                     About Summer View Sherman

The West Hollywood, California-based Summer View Sherman Oaks,
LLC, aka Summer View Sherman Oaks Apartments LLC, a single-asset
real estate company, is the owner of a 169-unit apartment building
locate at 15353 Weddington Street, in Sherman Oaks, California.
The sole member of the Debtor is the Efim Sobol Family Trust Dated
November 18, 1995.  Dr. Efim Sobol's mother, Sonia Sobol, 88 years
old, is the sole trustee and beneficiary of the Efim Sobol Trust.

The Company filed for bankruptcy under Chapter 11 (Bankr. C.D.
Calif. Case No. 11-19800) on Aug. 15, 2011.  Judge Alan M. Ahart
presides over the case.  The Debtor disclosed $23,228,304 in
assets and $16,535,378 in liabilities as of the Chapter 11 filing.
The petition was signed by Sonia Sobol, member.

Terry D. Shaylin, Esq., and Alik Segal, Esq., at Karasik Law
Group, LLP, in Los Angeles, Calif., represent the Debtor as
counsel.


SUMTOTAL SYSTEMS: Leverage Increase No Impact on Moody's B2 CFR
---------------------------------------------------------------
Moody's Investors Service said SumTotal Systems, Inc.'s debt to
EBITDA level is expected to increase to the mid 6x range over the
next year, though cash levels should be better than planned. The
company's B2 corporate family rating is not impacted at this time.
Some of the expected increase in calculated leverage is a result
of the impact on GAAP reporting as the company shifts more of its
business to a subscription model.

SumTotal is a leading provider of learning management and human
capital management software. The company is based in Gainesville,
FL.


SUNTECH POWER: Reports FY2012 Results; Restructuring Talks Ongoing
------------------------------------------------------------------
Suntech Power Holdings Co., Ltd. on May 1 reported preliminary
financial results for the fourth quarter and full year ended
December 31, 2012.

Preliminary results indicate that Suntech's shipments of
photovoltaic (PV) products for the fourth quarter of 2012 declined
by approximately 4% from the third quarter of 2012.  Revenues in
the fourth quarter of 2012 were approximately $358 million, a
sequential decline of 8%.  Approximately 91% of revenues were
generated from the sale of PV modules, and 9% of revenues were
generated from the sale of PV systems, cells, silicon wafers and
production equipment.  Gross margin in the fourth quarter of 2012
was approximately 0.4%.

In the full year 2012, preliminary results indicate Suntech
shipped approximately 1.8GW of PV products, in line with prior
guidance.  Revenues for the full year 2012 were approximately
$1,625 million, a year-over-year decline of 48%.  Approximately
92% of revenues were generated from the sale of PV modules, and 8%
of revenues were generated from the sale of PV systems, cells,
silicon wafers and production equipment.  Gross margin for the
full year 2012 was approximately negative 1.4%.

"We are undertaking a number of restructuring initiatives to
address Suntech's balance sheet and improve the Company's cost
structure and operational efficiency.  We are making progress and
are evaluating solutions that will take into account the rights
and interests of all of our stakeholders.  In the meantime, we
continue to manufacture and deliver high-quality solar products to
our global customers," said David King, Suntech's CEO.

              Update on Restructuring Initiatives

Wuxi Suntech Power Co., Ltd., the Company's Chinese subsidiary,
which is in the process of restructuring, continues to work with
the court-appointed administrator and its stakeholders to improve
its financial position and outlook.  The administrator has
scheduled a Wuxi Suntech creditors meeting in Wuxi on May 22,
2013, earlier than previously anticipated, to present and discuss
potential solutions.

Suntech Power International Ltd., the Company's principal
operating subsidiary in Europe, which on April 9, 2013 was granted
a provisional moratorium for up to two months on creditor claims,
is working closely with the court-appointed administrator and has
proposed a new business plan to establish sustainable operations.
The Company's intention is that the new business plan will enable
SPI to enter a definitive moratorium that would provide a platform
to enter discussions with SPI's creditors.

                       3% Convertible Notes

The Company continues its discussions with major holders of the
Notes with a view to achieving a consensual restructuring.
Suntech previously received a notice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  Suntech has entered into a forbearance agreement with
holders of over 60% of the Notes under which the signing
bondholders agree not to exercise their rights under the Notes and
the related indenture until May 15, 2013, subject to certain
market-standard early termination events.

            Restatement Update and Delayed Filing of
                2012 Annual Report on Form 20-F

On December 7, 2012, the Company announced that it intended to
file restated consolidated financial statements for 2010 and 2011
upon the completion of the assessment of the guarantee obligation
provided to lenders to a GSF project company in 2010 and the
completion of GSF's financial audit.  The Company currently
anticipates additional time is required to complete the
restatement as the reassessment of the related GSF audited
financials and other matters have not yet been completed.

As a result of (1) the pending restatement of the Company's
consolidated financial statements for 2010 and 2011, and (2) the
Company requiring additional time to assess the outcomes of
restructuring initiatives at Wuxi Suntech, SPI and of the
convertible notes and the related impact on asset values and other
financial metrics, the Company announced that it will delay the
filing of its annual report on Form 20-F for the fiscal year ended
December 31, 2012 beyond the filing deadline of April 30, 2013.
The Company is working diligently to complete these assessments
and file restated financials for 2010 and 2011, as well as the
2012 Annual Report on Form 20-F, as soon as practicable.

                          About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP)
produces solar products for residential, commercial, industrial,
and utility applications.  With regional headquarters in China,
Switzerland, and the United States, and gigawatt-scale
manufacturing worldwide, Suntech has delivered more than
25,000,000 photovoltaic panels to over a thousand customers in
more than 80 countries.

As reported by the TCR on March 20, 2013, Suntech Power Holdings
Co., Ltd., has received from the trustee of its 3% Convertible
Notes a notice of default and acceleration relating to Suntech's
non-payment of the principal amount of US$541 million that was due
to holders of the Notes on March 15, 2013.  That event of default
has also triggered cross-defaults under Suntech's other
outstanding debt, including its loans from International Finance
Corporation and Chinese domestic lenders.


SWEPORTS LTD: Files List of Top Unsecured Creditors
---------------------------------------------------
Sweports, Ltd., submitted a list identifying its top 20 unsecured
creditors.  Creditors with the three largest claims are:

  Entity                 Nature of Claim        Claim Amount
  ------                 ---------------        ------------
Robert W. Queeney        Attorney's Fees         $2,000,000
33 N. LaSalle Street
29th Floor
Chicago, IL 60602

Anthony S. Divincenzo    Attorney's Fees            600,000
33 N. LaSalle Street
29th Floor
Chicago, IL 60602

UMF Corporation          Advances                  600,000
4709 Golf Rd.
Suite 300
Skokie, IL 60076

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

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

An involuntary Chapter 11 petition (Bankr. N.D. Ill. Case No.
12-14254) was filed against Sweports, Ltd., based in Skokie,
Illinois, on April 9, 2012.  Sweports, Ltd., is represented by
Ariel Weissberg at Weissberg & Associates, Ltd.  The creditors who
signed the involuntary petition are Michael J. O'Rourke, Michael
C. Moody and John A. Dore, judgment creditors who assert they are
each owed $345,000.  Neal L. Wolf, Esq., at Neal Wolf &
Associates, LLC, represents the petitioning creditors.  On
Nov. 21, 2012, the Court entered an Order for Relief in the case.
Since then, Sweports has been managing its assets as a debtor-in-
possession.  Judge A. Benjamin Goldgar is presiding over the case.


TANGLEWOOD FARMS: Clawback Suit Against Meherrin Dismissed
----------------------------------------------------------
Meherrin Agricultural & Chemical Company won dismissal of a
lawsuit commenced by James B. Angell, the Chapter 7 Trustee for
Tanglewood Farms, Inc. of Elizabeth City, to recover transfers
received from the bankruptcy estate.  Among others, Meherrin
received $2,289,121 from the Debtor's sale of certain assets.
Pre-bankruptcy, between September 30, 2008 and August 10, 2010,
Meherrin also received payments on account of obligations under
promissory notes totaling $5,590,946 -- $3,455,000 of which was
paid by CNH Capital America LLC.  Of the remaining balance,
$2,135,946, only $48,496 was paid by the Debtor and its customers
by third-party checks listing the defendant as a co-payee.

The lawsuit is, JAMES B. ANGELL, TRUSTEE, CHAPTER 7, PLAINTIFF, v.
MEHERRIN AGRICULTURAL & CHEMICAL COMPANY AND CNH CAPITAL AMERICA
LLC, DEFENDANTS, Adv. Proc. No. 12-00186 (Bankr. E.D.N.C.).  A
copy of Bankruptcy Judge J. Rich Leonard's May 1, 2013 Order is
available at http://is.gd/BPeql0from Leagle.com.

                   About Tanglewood Farms, and
               James Howard and Billie Reid Winslow

Based in Elizabeth City, North Carolina, Tanglewood Farms, Inc.
of Elizabeth City filed for Chapter 11 bankruptcy protection on
August 20, 2010 (Bankr. E.D.N.C. Case No.10-06719).  Trawick H.
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., represents the
Debtor.  The Debtor estimated assets between $1 million and
$10 million, and debts between $10 million and $50 million.

The debtor, a granary operation in Pasquotank County, North
Carolina, was operated by its president and sole shareholder,
James Howard Winslow.  In that capacity, Mr. Winslow oversaw and
made operational decisions regarding the granary and facilitated
the exchange of corn, wheat, and soybeans between the debtor,
Winslow Farms, Mr. Winslow's personal farming operation, and other
local farmers.

James H. Winslow and his wife, Billie Reid Winslow, filed for
Chapter 11 (Bankr. E.D.N.C. Case No. 10-06745) on Aug. 23, 2010.

The Court denied a request to consolidate the Winslows' individual
case with the debtor's case on Feb. 18, 2011.

The Tanglewood Farms case was converted to one under chapter 7 on
July 12, 2011.  James B. Angell serves as Chapter 7 trustee.


THQ INC: WWE Incurs $3-Mil. Economic Loss on Bankruptcy
-------------------------------------------------------
As a result of THQ Inc.'s bankruptcy, WWE did not collect or
recognize a portion of anticipated royalties due in the first
quarter.  Therefore, despite the positive impact of the transition
of the Company's video game license on revenue and income in the
first quarter, WWE incurred an estimated economic loss of
approximately $3.0 million stemming from foregone video game
receipts.

The disclosure was made in WWE's earnings release for first
quarter ended March 31, 2013, a copy of which is available for
free at http://is.gd/ph3RYE

                          About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.

Before bankruptcy, Clearlake signed a contract to buy Agoura THQ
for a price said to be worth $60 million.  After a 22-hour auction
with 10 bidders, the top offers brought a combined $72 million
from several buyers who will split up the company. Judge Walrath
approved the sales in January.  Some of the assets didn't sell,
including properties the company said could be worth about $29
million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


THQ INC: U.S. Trustee's KEIP Objection Filed
--------------------------------------------
BankruptcyData reported that the U.S. Trustee assigned to the THQ
case filed with the U.S. Bankruptcy Court an objection to the
Debtors' motion to implement a key employee incentive plan.

The U.S. Trustee states, "The U.S. Trustee objects to the Motion
on the grounds that the Debtors have not satisfied their burden
under 11 U.S.C. [Sections] 503(b)(1)(A) and 503(c) to demonstrate,
inter alia, that (i) payments under the KEIP are not retention
payments to an insider, Mr. Kaufman,(ii) the KEIP is justified by
the facts and circumstances of these cases, and (iii) the  KEIP
represents the "actual, necessary cost of preserving the
estate[s]," the report related, citing court documents.

                          About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.

Before bankruptcy, Clearlake signed a contract to buy Agoura THQ
for a price said to be worth $60 million.  After a 22-hour auction
with 10 bidders, the top offers brought a combined $72 million
from several buyers who will split up the company. Judge Walrath
approved the sales in January.  Some of the assets didn't sell,
including properties the company said could be worth about $29
million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


TOP SHIPS: Files Form 12b-25 Notification of Late Filing
--------------------------------------------------------
TOP Ships Inc. on May 1 disclosed that it has filed its Annual
Report on Form 20-F, on May 1, 2013, for the year ended 2012.  Due
to the Company's efforts to close a commercial transaction on
April 30, 2013, the due date of the Annual Report, and to update
its audited financial statements to reflect the effect of the
transaction, the Company was unable to file its Annual Report by
the filing deadline at the close of business on April 30, 2013.
The Company therefore filed a Form 12b-25 Notification of Late
Filing on May 1, 2013, providing the Company an additional fifteen
days to file its Annual Report, and subsequently filed its Annual
Report on May 1, 2013, within the extension period permitted by
Rule 12b-25(b).

The Annual Report is available for download on the Company's
website, http://www.topships.org

Any shareholder may receive a hard copy of the Company's complete
Annual Report, which includes the Company's complete 2012 audited
financial statements, free of charge upon request.

The audit opinion of Deloitte, Hadjipavlou, Sofianos and Cambanis
S.A. regarding the 2012 financial statements of the Company, which
was included in the Company's Annual Report, is unqualified.
However, the opinion includes the following explanatory
paragraphs:

"The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern.  As discussed in Note 3 to the consolidated financial
statements, the Company's recurring losses from operations and
stockholders' capital deficiency raise substantial doubt about its
ability to continue as a going concern.  Management's plans
concerning these matters are also discussed in Note 3 to the
consolidated financial statements.  The consolidated financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.

As discussed in Note 2(l) as a result of the Company's decision
not to dispose of the entire drybulk fleet the results of drybulk
operations were reclassified from discontinued operations to
income from continuing operations for the two years ended December
31, 2010 and 2011."

Investors are urged to read the full text of the Company's Annual
Report, including Notes 3 and 2(l) to the consolidated financial
statements referred to above.

Maroussi, Greece-based Top Ships Inc. is a provider of
international seaborne transportation services, carrying
petroleum products and crude oil for the oil industry and drybulk
commodities for the steel, electric utility, construction and
agriculture-food industries.  The Company's fleet consists of
seven owned vessels, including six tankers and one drybulk
vessel.


TRANSATLANTIC PETROLEUM: NYSE MKT Accepts Listing Compliance Plan
-----------------------------------------------------------------
TransAtlantic Petroleum Ltd. on May 2 disclosed that the Company
received notice from NYSE MKT LLC regarding the Company's efforts
to regain compliance with the Exchange's continued listing
standards and Sections 134 and 1101 of the Exchange's Company
Guide.

The Company was afforded an opportunity to submit a plan of
compliance to the Exchange, and on April 16, 2013, the Company
presented its plan to the Exchange.  On April 25, 2013, the
Exchange notified the Company that it accepted the Company's plan
of compliance and granted the Company an extension until July 1,
2013 to regain compliance with the continued listing standards.
The Company will remain listed and will be subject to the periodic
review by the staff of the Exchange during the extension period.
Failure to make progress consistent with the plan or to regain
compliance with the continued listing standards by July 1, 2013
could result in the Company being delisted from the Exchange.

The Company had previously announced that it is not in compliance
with Sections 134 and 1101 of the Company Guide and is in material
violation of its listing agreement with the Exchange due to its
failure to timely file its Annual Report on Form 10-K for the year
ended December 31, 2012 with the Securities and Exchange
Commission.

                       About TransAtlantic

TransAtlantic Petroleum Ltd. is an international energy company
engaged in the acquisition, development, exploration and
production of oil and natural gas.  The Company holds interests in
developed and undeveloped oil and natural gas properties in
Turkey, Bulgaria and Romania.


TRI-VALLEY CORP: Court Dismisses Luna & Glushon Lawsuit
-------------------------------------------------------
Bankruptcy Judge Mary F. Walrath dismissed the lawsuit against
Tri-Valley Corporation, Tri-Valley Oil & Gas Co., Select Resources
Corporation, Inc., and TVC Opus I Drilling Program L.P. commenced
by law firm Luna & Glushon, saying the plaintiff failed to state a
claim for relief.  The Court, however, permitted the law firm to
amend its complaint within 30 days of the order.

L&G is a law firm and partnership organized under California state
law.  On Feb. 4, 2005, the Debtors and L&G entered into an
Attorney-Client Fee Contract whereby L&G agreed to represent the
Debtors in the possible acquisition of assets or beneficial
interests from the Rudnick Estate Trusts.  L&G continued to
represent the Debtors from 2005 into 2012 in a series of
litigation matters in which L&G defended the Debtors' interest in
that property, including oil and gas leases.

As of the Petition Date, the Debtors had received invoices from
L&G for unpaid legal fees and costs and scheduled L&G as holding a
disputed, unsecured nonpriority claim in the amount of
approximately $5.8 million.

On Nov. 16, 2012, L&G commenced the adversary proceeding seeking a
declaratory judgment that, by virtue of an alleged charging lien,
L&G holds a secured claim in the amount of $5,287,651.76 (plus
postpetition interest of 10% per year) against all of the property
of the Debtors' estates.  To support its alleged charging lien,
L&G relies on paragraph 8 of the Fee Agreement, which provides, in
relevant part, "[Debtors] hereby grant [L&G] a lien on any and all
claims or causes of action that are the subject of our
representation under this agreement. . . .  The lien will attach
to any recovery [Debtors] may obtain, whether by arbitration
award, judgment, settlement or otherwise."

On Feb. 1, 2013, the Debtors filed a Motion to Dismiss the
Complaint for failure to state a claim for relief in which they
assert, inter alia, that the Fee Agreement did not create an
enforceable charging lien because the language did not satisfy the
Rules of Professional Conduct of the State of California, and that
even if a charging lien was created, the lien would not extend to
pre-existing oil and gas leases, real property interests, or other
assets owned by the Debtors.

The case is, LUNA & GLUSHON Plaintiff, v. TRI-VALLEY CORPORATION,
TRI-VALLEY OIL & GAS CO., TVC OPUS I DRILLING PROGRAM, L.P.,
SELECT RESOURCES CORPORATION, INC., Defendants, Adv. Proc. No.
12-50989 (Bankr. D. Del.).  A copy of the Court's May 1, 2013
Memorandum Opinion is available at http://is.gd/aopzmDfrom
Leagle.com.

                       About Tri-Valley Corp.

Bakersfield, California-based Tri-Valley Corporation (OTQCB: TVLY)
-- http://www.tri-valleycorp.com/-- explored for and produced oil
and natural gas in California and has two exploration-stage gold
properties in Alaska.  It has 21 wells in California and
exploration rights in Alaska.

Tri-Valley and three affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 12-12291) on Aug. 7, 2012,
with funding from lenders that require a prompt sale of the
business.  The affiliates are Tri-Valley Oil & Gas Co., TVC Opus I
Drilling Program, L.P., and Select Resources Corporation, Inc.

K&L Gates LLP serves as bankruptcy counsel.  Attorneys at Landis
Rath & Cobb LLP serve as Delaware and conflicts counsel.  The
Debtors have tapped Epiq Bankruptcy Solutions, LLC, as claims
agent.

The Debtor disclosed assets of $17.6 million and liabilities
totaling $14.1 million.  Former Chairman G. Thomas Gamble, who is
financing the bankruptcy case, is owed $7.2 million on several
secured notes.  There is an unsecured note for $528,000 and
$9.4 million in unsecured debt owing to suppliers.

An official committee of unsecured creditors has been appointed in
the case.

The Tri-Valley case was converted to Chapter 7 according to a
March 25, 2013 order.


TRINITY COAL: Court Approves Amended CRO Employment Agreement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
last month, in an amended order, authorized Trinity Coal
Corporation, et al.'s entry into an agreement, as amended April 2,
2013, with its chief restructuring officer.

The Debtors relate that a prior version of the order was jointly
submitted to the Court after the preliminary hearing by the moving
party, Credit Agricole Corporate and Investment Bank, and a
subsequent prior version of the order was approved by the Court on
March 6, 2013.

On March 5, the governing boards properly employed David Stetson
pursuant to a written employment agreement (the "CRO Employment
Agreement") to serve as their chief restructuring officer and
delegated to him authority and power over the Debtors on terms and
conditions that are consistent with the terms of the order.

The Court also authorized the governing board(s) -- the
board of directors, managing members, or other applicable managing
entity of to vest the CRO with the powers to investigate, oversee,
manage and direct the acts, conduct, assets, liabilities, and
financial condition of the Debtors, the operation of the Debtors'
business and the desirability of the continuance of such business,
and any other matter relevant to the case or to the formulation of
a plan, including, without limitation:

   a) cause the Debtors to negotiate financing, incur debt and
grant liens as the CRO deems necessary, desirable or appropriate;

   b) direct and manage the Debtors' operations, including,
without limitation, negotiating with significant business
partners, contractors and customers of the Debtors, and directing
and managing the Debtors in order to comply with law; and

   c) cause the Debtors to dispose of estate assets outside the
ordinary course of business.

A copy of the order is available for free at
http://bankrupt.com/misc/TRINITYCOAL_cro_order.pdf

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted these involuntary cases to
voluntary Chapter 11 cases.


TRINITY COAL: Creditors Panel Has Issues with DIP Financing
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Trinity Coal Corporation, et al., last month conveyed
objections to the Debtors' request to obtain DIP financing and use
cash collateral.

On March 6, 2013, the Court entered an order approving the DIP
financing motion on an interim basis.  The Committee objects
to the DIP Financing motion because, among other things:

   i. the DIP Facility provides the DIP Lenders with excessive
control over the Debtors' estates, including by requiring a quick
sale of the Debtors' assets;

  ii. the cost of the DIP Facility is unreasonable; and

iii. the DIP Facility improperly restricts the Committee's
ability to satisfy its fiduciary duties to unsecured creditors.

The Debtors have represented that they are parties to a Credit
Agreement dated as of April 7, 2010, with Credit Agricole and
certain other prepetition secured lenders.  The Debtors, as of the
Petition Date, owed approximately $117.5 million to the
Prepetition Lenders.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted these involuntary cases to
voluntary Chapter 11 cases.


TRITON AVIATION: Fitch Affirms 'C(sf)' Rating on 4 Note Classes
---------------------------------------------------------------
Fitch Ratings has affirmed all classes in Triton Aviation Finance
(TAF) as follows:

  -- Class A-1 notes at 'Bsf'; Outlook revised to Negative from
     Stable;

  -- Class B-1, B-2, C-1, and C-2 notes at 'Csf'; RE0%.

Key Rating Drivers

The affirmation of the class A-1 notes reflects the class' ability
to pass Fitch's base scenario. Despite the trust's ability to
payout under a base case, Fitch has revised the Rating Outlook to
Negative due to low utilization and significant performance
deterioration over the last year. The affirmation of classes B-1,
B-2, C-1, and C-2 each with a zero recovery estimate reflects
Fitch's expectation that these classes will not receive principal
payments as the classes have growing material interest shortfalls.

Rating Sensitivities

If demand for the off lease aircraft remain low in the near term,
utilization rates will be unable to return to sufficient levels
for the class A-1 notes which would trigger a downgrade.
Additionally, many of the aircraft may reach the end of their
useful life more quickly than assumed, which may cause negative
rating actions.

Due to the correlation between the global economic conditions and
the health airline industry, the ratings may be impacted by the
strength of the macro-economy over the remaining term of this
transaction. Global economic scenarios that are inconsistent with
Fitch's expectations could lead to further negative rating
actions. For example, the occurrence of an extended global
recession of significantly greater severity than the last two
experienced, and the resulting strain on aircraft lease cash flow,
could lead to a downgrade of the class A-1 notes.

The analysis of the trust is consistent with 'Global Rating
Criteria for Aircraft Operating Lease ABS,' dated April 12, 2013,
with one exception. Fitch's criteria assume a useful life of 25
years for all aircraft, but the assumption was adjusted to 30
years for aircraft based on the characteristics of the current
leases in place.


UNIGENE LABORATORIES: Amends 2012 Annual Report
-----------------------------------------------
Unigene Laboratories, Inc., has amended its annual report for the
period ended Dec. 31, 2012, to include Part III information.  This
information was previously omitted from the Form 10-K in reliance
on General Instruction G(3) to Form 10-K, which permits the
information to be incorporated in the Form 10-K by reference from
the Company's definitive proxy statement if that statement is
filed no later than 120 days after the Company's fiscal year-end.

A definitive proxy statement containing that information will not
be filed by Unigene within 120 days after the end of the fiscal
year covered by the Form 10-K.  The reference on the cover of the
Form 10-K to the incorporation by reference to portions of the
Company's definitive proxy statement into Part III of the Form
10-K was deleted.  A copy of the Amended Form 10-K is available
for free at http://is.gd/RCbnyd

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene disclosed a net loss of $34.28 million on $9.43 million of
total revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $7.09 million on $20.50 million of total revenue
during the prior year.  The Company incurred a $32.53 million net
loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $11.31
million in total assets, $110.05 million in total liabilities and
a $98.73 million total stockholders' deficit.

Grant Thornton LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has incurred a net loss of $34,286,000 during the year
ended Dec. 31, 2012, and, as of that date, has an accumulated
deficit of approximately $216,627,000 and the Company's total
liabilities exceeded total assets by $98,740,000.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

"We had cash flow deficits from operations of $3,177,000 for the
year ended December 31, 2012, $6,766,000 for the year ended
December 31, 2011 and $1,669,000 for the year ended December 31,
2010.  Our cash and cash equivalents totaled approximately
$3,813,000 on December 31, 2012.  Based upon management's
projections, we believe our current cash will only be sufficient
to support our current operations through approximately March 31,
2013.  Therefore, we need additional sources of cash in order to
maintain all or a portion of our operations.  We may be unable to
raise, on acceptable terms, if at all, the substantial capital
resources necessary to conduct our operations.  If we are unable
to raise the required capital, we may be forced to close our
facilities and cease our operations.  If we are unable to resolve
outstanding creditor claims, we may have no other alternative than
to seek protection under available bankruptcy laws.  Even if we
are able to raise additional capital, we will likely be required
to limit some or all of our research and development programs and
related operations, curtail development of our product candidates
and our corporate function responsible for reviewing license
opportunities for our technologies."


UNITED REFINING: S&P Raises CCR to 'B+' & Rates $365MM Notes 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on United Refining Co. to 'B+' from 'B'.  At the same time,
S&P raised its issue-level rating on United's $365 million, 10.5%
senior secured notes due 2018 to 'B+' from 'B'.  The '3' recovery
rating on the senior secured notes remains unchanged, indicating
S&P's expectation for a meaningful (50% to 70%) recovery in case
of default.

The rating action reflects S&P's view that United's credit profile
will continue to benefit from a strong New York Mercantile
Exchange (NYMEX) 3-2-1 crack spread, the company's benchmark
spread, and robust price differentials between WTI and Canadian
heavy crude oil.  The NYMEX 3-2-1 crack spread has averaged
between $20 and $29 per barrel and the WTI-Canadian heavy
differential has averaged about $20.  S&P expects United to
maintain low financial leverage in the 0.9x to 1.2x range over the
next 12 to 18 months.  S&P also believes United has a unique
competitive position that gives it a slight advantage over its
refining peers located in PADD I.  United is one of the only
refineries in the northeast U.S. to exclusively source cheaper
WTI-priced crudes, rather than the higher-priced Brent-based
crudes of its coastal peers, which should keep cash flows and
profitability strong into 2014.

The stable outlook reflects S&P's expectation that refining
conditions, in particular WTI-based crack spreads, will remain
favorable for United Refining Co. during the next 12 to 18 months
given its exposure to WTI-based crudes.  S&P could lower the
rating if industry conditions weakened materially or if the
company had unplanned downtime.  For the current rating, S&P
expects total debt to EBITDA to remain less than 4x.

"Given United's position as a single-asset refiner, we view higher
ratings as unlikely.  However, we could consider it if the company
improved its business risk profile by increasing the size and
diversity of its refining assets, or diversifies its cash flow
into more stable sources such as logistics assets," said Standard
& Poor's credit analyst Michael Grande.


US STEEL: Fitch Affirms 'BB-' Issuer Default Rating
---------------------------------------------------
Fitch Ratings affirmed United States Steel Corporation's (U.S.
Steel; NYSE: X) Issuer Default Rating (IDR) and debt ratings at
'BB-'.

The Rating Outlook is Stable.

Key Rating Drivers:

The ratings reflect U.S. Steel's leading market positions in flat-
rolled and tubular steel in the U.S., together with its high
degree of control over its raw materials offset by the high fixed
costs of integrated steel producers.

U.S. Steel is the second largest North American flat-rolled steel
producer with capacity of 24.3 million tons; 2012 shipments were
16 million tons. U.S. Steel is the largest integrated North
American tubular producer with capacity of 2.8 million tons; 2012
shipments were 1.9 million tons.

U.S. Steel's production of iron ore pellets from its own
operations was 21.4 million tons and from its share of joint
ventures was 2.9 million tons in 2012 accounting for a significant
share of its needs.

The U.S. steel industry is challenged by low capacity utilization
(about 76% on average for 2012 and year to date 2013) as a result
of slow recovery in manufacturing and construction. Fitch believes
that margins are vulnerable when capacity utilization is below
80%. Fitch expects capacity utilization to remain below 80% in
2013.

Continued softness in the construction markets should constrain
the rebound in steel demand over the next 12 - 18 months. The
domestic market has shown supply discipline but global
overcapacity and lack of discipline elsewhere has limited pricing
power while bidding up raw material prices.

Adequate Liquidity:

U.S. Steel generated operating EBITDA of $887 million and $263
million of free cash flow after capital expenditures of $650
million and dividends of $29 million for the latest 12 months
(LTM) ended March 31, 2013. As of March 31, 2013, cash on hand was
$733 million; total debt was $3.9 billion; the $875 million
inventory facility maturing July 20, 2016 and the $625 million
receivables facility maturing July 18, 2014 were fully available.
The inventory facility has a 1.00:1.00 fixed-charge coverage ratio
requirement only at such times as availability under the facility
is less than $87.5 million.

Total Liquidity of $2.5 billion compares with 2013 guidance of
capital expenditure at $750 million, cash pension and other
benefits at $550 million, and Fitch estimated net financial costs
at $235 million.

As of Dec. 31, 2012, defined benefit pension plans were under
funded by $2.7 billion on a GAAP basis. Pension and other post-
employment benefit costs were $512 million for 2012 and cash
payments were $707 million including the $140 million voluntary
contribution to the main U.S. defined benefit pension plan. Costs
guidance for 2013 is $440 million. The company has voluntarily
contributed $140 million per year to the main defined pension plan
over each of the past seven years. U.S. Steel expects that it will
not be required to make mandatory contributions through 2016 as
long as it makes $140 million in annual voluntary contributions
and assuming future asset performance is consistent with U.S.
Steel's long-term return assumption of 7.75% on its U.S. pension
assets.

Fitch expects leverage to remain below 4x through 2013 with scant
debt repayment. Near-term scheduled maturities of debt are $2
million in 2013; $321 million in 2014; and $190 million in 2015.
The 2014 maturity is a convertible issue with an initial
conversion price of $31.875 per share.

Fitch expects EBITDA of at least $1 billion and negative free cash
flow generation as much as -$160 for 2013. Fitch believes that
U.S. Steel's liquidity is sufficient to support operations should
the recovery remain weak for the next 12 to 18 months.

The Stable Outlook reflects Fitch's view that U.S. Steel's
liquidity is sufficient to support operations should the recovery
remain weak for the next 12 to 18 months.

RATING SENSITIVITIES:

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

-- Deterioration in liquidity coupled with cash burn greater
    than $300 million;

-- Weaker than expected operating results resulting in Total
    Debt/EBITDA greater than 4.5x;

-- A debt financed recapitalization or debt financed acquisition.
    Fitch views these events as unlikely;

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

-- Sustained positive free cash flow generation and debt
    repayment.

Fitch affirms U.S. Steel's ratings as follows:

-- Long-term IDR at 'BB-';

-- Senior secured credit facility at 'BB';

-- Senior unsecured notes at 'BB-'.


USEC INC: Amends 2012 Annual Report to Include Omitted Info
------------------------------------------------------------
USEC Inc. has amended its annual report for the period ended
Dec. 31, 2012, in order to amend and restate Part III, Items 10
through 14 of the Form 10-K to include information previously
omitted from the Form 10-K in reliance on General Instruction G(3)
to Form 10-K because the Company will not file a definitive proxy
statement within 120 days after the end of its fiscal year ended
Dec. 31, 2012.  The reference on the cover page of the Form 10-K
to the incorporation by reference of portions of the definitive
proxy statement for the 2013 annual meeting of stockholders into
Part III of the Form 10-K was deleted.  A copy of the Amended Form
10-K is available for free at http://is.gd/hJ3xWw

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

USEC disclosed a net loss of $1.20 billion in 2012, as compared
with a net loss of $491.1 million in 2011.  The Company's balance
sheet at Dec. 31, 2012, showed $2.26 billion in total assets,
$2.73 billion in total liabilities and a $472.9 million total
stockholders' deficit.

PricewaterhouseCoopers LLP, in McLean, Virginia, 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 reported net losses and a stockholders'
deficit at Dec. 31, 2012, and is engaged with its advisors and
certain stakeholders on alternatives for a possible restructuring
of its balance sheet, which raise substantial doubt about its
ability to continue as a going concern.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair stockholders' ability to sell or purchase our common stock.
As of December 31, 2012, we had $530 million of convertible notes
outstanding.  A "fundamental change" is triggered under the terms
of our convertible notes if our shares of common stock are not
listed for trading on any of the NYSE, the American Stock
Exchange, the NASDAQ Global Market or the NASDAQ Global Select
Market.  Our receipt of a NYSE continued listing standards
notification described above did not trigger a fundamental change.
If a fundamental change occurs under the convertible notes, the
holders of the notes can require us to repurchase the notes in
full for cash.  We do not have adequate cash to repurchase the
notes.  In addition, the occurrence of a fundamental change under
the convertible notes that permits the holders of the convertible
notes to require a repurchase for cash is an event of default
under our credit facility.  Accordingly, the exercise of remedies
by holders of our convertible notes or lenders under our credit
facility as a result of a delisting would have a material adverse
effect on our liquidity and financial condition and could require
us to file for bankruptcy protection," according to the Company's
annual report for the year ended Dec. 31, 2012.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's.

As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on Bethesda, Md.-based USEC Inc.,
including the corporate credit rating to 'CCC' from 'CCC+'.

"The downgrade reflects our assessment of USEC's long-term
viability after the company publicly stated that it will be
difficult to continue enrichment operations at the Paducah Gaseous
Diffusion Plant after a one-year multiparty agreement to extend
operations expires in May 2013," said Standard & Poor's credit
analyst Maurice S. Austin.


W.R. GRACE: K. Schieneman to Oversee Turnover of Docs to Garlock
----------------------------------------------------------------
Judge Judith Fitzgerald, who presides over the Chapter 11 case of
W.R. Grace & Co., appointed Karl Schieneman as special master to
oversee the turnover of documents to Garlock Sealing Technologies
LLC.

Mr. Schieneman is a lawyer in Pittsburgh, Pennsylvania, who has
expertise in electronic discovery.  He will undertake the
production of documents needed by Garlock to estimate its total
liability for asbestos-related claims.

The documents include exhibits to the statements filed by lawyers
who represent creditors asserting asbestos-related claims against
W.R. Grace & Co. and its affiliated debtors.  The exhibits were
filed pursuant to a bankruptcy rule that governs disclosure of
information about creditors in bankruptcy cases.
Mr. Schieneman will be compensated for his services at his
customary or prevailing rate for similar services provided to his
private clients, including retainer, fees and costs.

                         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: Reports on 1st Quarter 2013 Claims Settlements
----------------------------------------------------------
W.R. Grace & Co. filed a quarterly report of the settlements of
claims made for the period January 1 to March 31, 2013.  The
report disclosed that the Debtors entered into these settlements:

   -- Clark Construction Group and Valley Waterproofing, Inc., v.
      W.R. Grace & Co.-Conn. (pre-litigation); Construction
      Defect/Product Liability; Clark Construction Group, 7677
      Oak Port Street, Suite 1040, Oakland, CA 94621; $349,748;

   -- Administrative Settlement Agreement and Order on Consent
      for Removal Action in the Matter of Vermiculite Exfoliation
      Site GAO 149, Nashville, Davidson County, Tennessee; W.R.
      Grace and U.S.EPA, Region 4; EPA Region 4 Emergency
      Response and Removal Branch, 61 Forsyth St. SW, Atlanta, GA
      30303; (1) performance of environmental removal activities
      at the site (estimated cost $500,000), (2) payment of
      $159,757 to EPA for costs incurred through Dec. 6, 2012,
      and (3) payment of future response costs as incurred by
      EPA; executed Feb. 12, 2013;

   -- Selective Insurance v. C-AIRE and W.R. Grace & Co.-Conn.;
      Workers Compensation Subrogation Claim; Selective Insurance
      Company c/o White & Williams 1650 Market Street, Suite
      1800, Philadelphia, PA 19103; $5,000; and

   -- LWGC v. David Masseli et al including W.R. Grace-Conn.,
      Construction Defect/Product Liability Lawsuit; David
      Maselli, c/o Robinson & Wood, 227 North First Street, San
      Jose, CA, 95113; $15,000.

A copy of the report is available for free at http://is.gd/wkxOz7

                         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: EPA Faulted for Montana Health Studies Delays
---------------------------------------------------------
The Associated Press reported that internal investigators faulted
the Environmental Protection Agency over years of delays in
completing health studies needed to guide the cleanup of a
Montana mining town where hundreds of people have died from
asbestos exposure.

According to AP, the EPA's Office of Inspector General said in a
report that the studies are necessary to determine whether
expensive, ongoing cleanup efforts are working in the town of
Libby.

AP related that the area near the northwest corner of the state,
about 50 miles from the U.S.-Canada border, was declared a public
health emergency in 2009, a decade after federal regulators first
responded to concerns over asbestos dust that came from a W.R.
Grace vermiculite mine.  The vermiculite was used as insulation
in millions of U.S. homes.

AP further related that at least $447 million has been spent on
the cleanup, and the town remains under a first-of-its kind
public health emergency declaration issued by then-EPA
administrator Lisa Jackson in 2009. The deaths are expected to
continue for decades due to the long latency of asbestos-related
diseases.

For his part, EPA Acting Regional Administrator Howard Cantor
said the agency strongly disagrees with much of the Inspector
General's conclusions, AP reported.  Cantor said the risk and
toxicity studies are complex endeavors that need to be done
properly to make sure Libby's residents are protected.

AP said he added that the cleanup has already addressed 1,700
homes and commercial properties and 1.2 million tons of
contaminated soil have been removed.

"The rigor with which we're undertaking efforts to protect public
health and the environment have not been affected by these
delays," he told AP.

Meanwhile, the cleanup grinds on, AP added.  At least 80 and up
to 100 properties in town are queued up for work this year,
according to the EPA.

Several hundred properties still need to be addressed, and that
list could grow significantly, the AP report said.

Work on the mine site outside town has barely begun, the report
related. It closed in 1990 and remains the responsibility of W.R.
Grace.

                         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).


WATERSTONE AT PANAMA: Wants State Court Proceeding Dissolved
------------------------------------------------------------
Waterstone at Panama City Apartments LLC, in mid-April filed
documents asking the U.S. Bankruptcy Court for the District of
Nebraska to:

   i) dissolve the garnishment issued in the State of Florida and
direct Lane Management LLC, Regents Bank and Centennial Bank to
release of the funds to the Debtor for use in its operations;

  ii) authorize the use of cash collateral; and

iii) grant adequate protection to the secured party.

The Debtor originally obtained financing for the apartment complex
through the Department of Housing and Urban Development.  All of
the Debtor's real property and other assets, including but not
limited to an assignment of rents, were pledged as security to HUD
for payment of the mortgage note.  On Aug. 28, 2013, HUD sold the
mortgage note to Lenox Mortgage XVIII, LLC.  The original note
will mature until April 1, 2050.

The Debtor adds that a mortgage foreclosure action is pending in
the Circuit Court of the Fourteenth Judicial Circuit In and For
Bay County, Florida, Lenox Mortgage XVIII, LLC, a Delaware limited
liability company, v. Waterstone at Panama City Apartments, LLC.

In this relation, upon the dissolution of the garnishment, and the
release of other funds which have accumulated subject to the
garnishment, the Debtor will be able to make the appropriate
mortgage payments to Lenox and timely meet its order normal
monthly operating expenses.

         About Waterstone at Panama City Apartments, LLC

Omaha, Nebraska-based Waterstone at Panama City Apartments, LLC
filed for Chapter 11 protection (Bankr. D. Neb. Case No. 13-80751)
on April 9, 2013.  Bankruptcy Judge Timothy J. Mahoney presides
over the case.  William L. Biggs, Jr., Esq., at Gross & Welch,
P.C., L.L.O., represents the Debtor in its restructuring efforts.
The Debtor estimated $10 million to $50 million in assets as of
the Chapter 11 filing.  The petition was signed by Edward E.
Wilczewski, manager.


WAVE SYSTEMS: To Raise $3.2 Million in Registered Direct Offering
-----------------------------------------------------------------
Wave Systems Corp. has entered into agreements with certain
institutional and other investors for a registered direct
placement of 6,340,000 shares of its Class A common stock at a
price of $0.50 per share, yielding gross proceeds of $3,170,000.
Additionally, investors in the offering will receive five-year
warrants to purchase an aggregate of 3,170,000 shares of Wave's
Class A common stock for $0.62 per share.  The net proceeds of the
financing will be used to fund Wave's ongoing operations.

The offering is expected to close on or about April 26, 2013,
subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co., LLC, acted as lead placement agent in
connection with the offering, and Dawson James Securities, Inc.,
acted as co-placement agent.

The shares and warrants are being offered pursuant to a shelf
registration statement (File No. 333-175046) which was declared
effective by the Securities and Exchange Commission on July 22,
2011.  A prospectus supplement related to the public offering will
be filed with the Securities and Exchange Commission (SEC).  When
filed with the SEC, copies of the prospectus supplement and the
accompanying base prospectus relating to this offering may be
obtained at the SEC's Web site at http://www.sec.govor by request
at H.C. Wainwright & Co., LLC, by e-mailing placements@hcwco.com
or from Dawson James Securities, Inc. at 561-208-2939.

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

KPMG LLP, in Boston Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $33.96 million, as compared with a net loss of $10.79
million in 2011.  The Company's balance sheet at Dec. 31, 2012,
showed $18.63 million in total assets, $21.49 million in total
liabilities and a $2.86 million total stockholders' deficit.


WENTWOOD BAYTOWN: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Wentwood Baytown, L.P., filed with the U.S. Bankruptcy Court for
the Southern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $13,432,546
  B. Personal Property            $1,167,207
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,012,872
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $14,780
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,785,520
                                 -----------      -----------
        TOTAL                    $14,599,753      $14,813,172

A copy of the schedules is available for free at
http://bankrupt.com/misc/WENTWOOD_BAYTOWN_sal.pdf

                   About Wentwood Baytown, L.P.

Wentwood Baytown, L.P., filed a Chapter 11 petition in Houston,
Texas (Bankr. S.D. Tex. Case No. 13-32151) on April 9.  The
petition was signed by Gary M. Gray as president of general
partner.  The Debtor estimated assets and debts of at least $10
million.  Judge Letitia Z. Paul presides over the case.  The
Debtor is represented by Matthew Hoffman, Esq., at Law Offices of
Matthew Hoffman, P.C.

The Debtor, which also uses the names Marina Club Apartments,
Briarwood Apartments, and The Dickinson Arms, owns properties in
Bayton and Dickinson, Texas.


WENTWOOD BAYTOWN: Case Transferred to Judge Jeffrey Bohm
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
mid-April entered an order transferring the Chapter 11 case of
Wentwood Baytown, L.P., to Judge Jeffrey Bohm.  The involvement of
the Judge Lititia Z. Paul is terminated.

Wentwood Baytown, L.P., filed a Chapter 11 petition in Houston,
Texas (Bankr. S.D. Tex. Case No. 13-32151) on April 9.  The
petition was signed by Gary M. Gray as president of general
partner.  The Debtor estimated assets and debts of at least $10
million.  Judge Letitia Z. Paul presides over the case.  The
Debtor is represented by Matthew Hoffman, Esq., at Law Offices of
Matthew Hoffman, P.C.

The Debtor, which also uses the names Marina Club Apartments,
Briarwood Apartments, and The Dickinson Arms, owns properties in
Bayton and Dickinson, Texas.


WEST PENN: Moody's Raises Rating on Series 2007 Bonds to 'Caa2'
---------------------------------------------------------------
Moody's Investors Service upgraded West Penn Allegheny Health
System's (WPAHS or the System) (PA) bond rating to Caa2 from Ca,
affecting approximately $710 million of Series 2007 fixed rate
bonds issued through the Allegheny County Hospital Development
Authority. The outlook remains developing.

Rating Rationale:

The rating upgrade to Caa2 is based on the estimated recovery
value of the Series 2007 bonds relative to the original par value
following the completion of a tender process. A Caa2 rating
reflects a recovery range of 80-90%. The cash tender by Highmark
was completed at a tender price of 87.5% for a reported 85% of the
par value of the bonds. This event constitutes a distressed
exchange and, therefore, a debt default under Moody's definitions.
A distressed exchange is when (1) an obligor offers creditors a
new or restructured debt, or a new package of securities, cash or
assets that amount to a diminished financial obligation relative
to the original obligation and (2) the exchange has the effect of
allowing the obligor to avoid a bankruptcy or payment default in
the future.

The developing outlook reflects the possibility of a rating
upgrade or downgrade as further details of WPAHS's financial
position and strategies under Highmark's control are available.
The Pennsylvania Insurance Department (PID) approved WPAHS's
affiliation with Highmark, allowing the organizations to move
forward with strategies to reverse declining patient volumes and
large operating losses at WPAHS.

Challenges

- Very large operating loss in fiscal year 2012 of $113 million,
   exceeding the fiscal year 2011 operating loss of $75 million
   (excluding a large non-recurring positive item) primarily
   driven by a 1% revenue decline; the operating loss through six
   months of fiscal year 2013 exceeded $60 million

- Continued decline in acute discharges of 6% in fiscal year
   2012 (3% decline including observation cases) and 4% through
   six months of fiscal year 2013

- Weak unrestricted cash position of $273 million or 62 days of
   cash on hand as of June 30, 2012 and further declines as of
   December 2012; through December 2012, Highmark has provided
   $200 million in payments under the agreement as well as other
   advances and capital support, suggesting that, without such
   support, WPAHS would have largely depleted its cash

- As of fiscal yearend 2012, underfunded status of pension plan
   was large at $279 million, an $82 million increase since
   fiscal yearend 2011 due to the decline in the discount rate

- Heavy competition from UPMC (Aa3/positive), which is the
   largest health system in the region and owns a large managed
   care plan, enabling UPMC to influence health plan membership
   and volumes; UPMC opened a new hospital competing with WPAHS's
   Forbes Regional Hospital in July 2012, which has resulted in a
   significant decline in volumes at that facility

- High leverage relative to operating performance with 57% debt-
   to-operating revenues; peak debt service coverage is zero
   based upon Moody's methodology.

- Challenging demographic service area with declining population
   trends in the primary service area and an aging patient base

Strengths

- Significant financial support received from Highmark in the
   past; the PID's approval of the affiliation with Highmark
   allows the organizations to proceed with strategies to reduce
   operating losses and provides WPAHS management stability and
   strategic direction which have been absent for several years

- Favorable debt structure with all fixed rate debt and no
   interest rate derivatives

- System's prominence as the second largest healthcare system in
   Pittsburgh with 56,000 acute

Outlook

The developing outlook reflects the possibility of a rating
upgrade or downgrade as further details of WPAHS's financial
position and strategies under Highmark's control are available.

What Could Make The Rating Go Up

Further support from Highmark; demonstration of financial
improvement and balance sheet resources

What Could Make The Rating Go Down

Subsequent restructuring of bonds that results in less than 80%
recovery of current par value

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


WESTMORELAND COAL: Incurs $4.1 Million Net Loss in First Quarter
----------------------------------------------------------------
Westmoreland Coal Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $4.08 million on $161.44 million of revenues for the
three months ended March 31, 2013, as compared with a net loss of
$222,000 on $147.23 million of revenues for the same period during
the prior year.

The Company's balance sheet at March 31, 2013, showed $943.01
million in total assets, $1.22 billion in total liabilities and a
$286.53 million total deficit.

"We consider the first quarter to be very good considering the
fact that it included an outage at the Coyote plant, our Beulah
Mine's primary customer, and an outage at our ROVA plant.  The
combined impact of these two events on the quarter was almost $6.0
million of EBITDA," said Robert P. King, Westmoreland's chief
executive officer.

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

                        http://is.gd/WYcxkm

                     About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss of $13.66 million in 2012, a
net loss of $36.87 million in 2011, and a net loss of $3.17
million in 2010.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


* $84M Claim Against Haynes & Boone Dismissed
---------------------------------------------
Jess Davis of BankruptcyLaw360 reported that a Texas state judge
has dismissed an $84 million malpractice claim alleging bad advice
from Haynes & Boone LLP led to a missed opportunity to sell
methane gas, saying the plaintiffs had failed to preserve their
claims against the firm in bankruptcy court.

According to the report, Dallas County District Judge Martin
Hoffman said in an April 23 order that plaintiffs McCommas LFG
Processing Partners LP and related entities lacked standing to
pursue the missed business deal claim against the firm because
they failed to preserve and schedule the claims.


* Banks Sued for $200MM Over Retiree Village Loans
--------------------------------------------------
Dan Packel of BankruptcyLaw360 reported that a group of developers
said in Pennsylvania state court Tuesday that Sovereign Bank NA
and HSH Nordbank AG broke commitments to finance a suburban
Philadelphia retirement community, causing them to go bankrupt and
miss out on more than $200 million in potential profit.

According to the report, Roskamp Management Co. LLC and others
contend the banks concealed an internal decision to renege on
commitments to finance a project called Whiteland Village, after
the plaintiffs had already spent millions of dollars to move the
development forward.


* Schwab Sues BofA and Other Banks over Libor Manipulation
----------------------------------------------------------
Karen Gullo, writing for Bloomberg News, reported that Charles
Schwab Corp. (SCHW), whose antitrust claims against banks over
manipulation of the London interbank offered rate were tossed from
federal court in New York, sued Bank of America Corp. and other
financial institutions for fraud in state court in San Francisco.

According to the Bloomberg report, Schwab alleged in a complaint
filed April 29 that it and other company entities purchased
billions of dollars in Libor- based instruments that are paying
artificially low returns because the banks agreed to depress the
rate.

Bank of America and other banks won dismissal in March of more
than two dozen interrelated federal antitrust cases in federal
court in Manhattan brought by San Francisco-based independent
brokerage Schwab and other institutional investors, Bloomberg
related.  U.S. District Judge Naomi Reice Buchwald ruled that the
plaintiffs were unable to show they were harmed.

In its new complaint against more than a dozen banks, Schwab
alleges they concealed their conduct even after questions were
raised beginning in 2007 about potential Libor manipulation, the
report said.  The lawsuit includes claims of fraud, unjust
enrichment, violation of California unfair business practices and
federal securities laws and seeks to rescind purchases of Libor-
based instruments.

Bloomberg explains that Libor is a key metric for setting interest
rates for trillions of dollars in financial instruments. It fixes
the rates under which banks lend money to one another for as
little as a day and as long as a year. Rates for 10 different
currencies including the U.S. dollar, Japanese yen and British
pound are computed daily after canvassing banks that comprise
membership panels for each type of money.

Barclays Plc, Bloomberg noted, agreed to pay 290 million pounds
($441 million) and Royal Bank of Scotland Group Plc paid $612
million to U.S. and U.K. regulators to resolve Libor manipulation
claims. UBS AG agreed to pay 1.4 billion Swiss francs ($1.47
billion).

The case is Charles Schwab Corp. v. Bank of America Corp. (BAC),
CGC-13-531016, California Superior Court, San Francisco.


* California Cities See Revenue Boost but Budgets Remain Tight
--------------------------------------------------------------
Jim Christie, writing for Reuters, reported that Stockton, the
biggest U.S. city to have filed for bankruptcy, forecasts $840,000
more in the current fiscal year than its officials initially
anticipated, one sign of how local revenues in California are
picking up after several years of declines.

How the modest increase plays out for Stockton, which has a $155
million budget, remains to be seen as the city of 300,000 is
preparing a plan for adjusting its debt after recently winning
court approval to press on with its bankruptcy case, the Reuters
report said.

According to the Reuters report, other California cities have
outlined more substantial revenue gains as the state's economy
gradually improves.  But the budgets of California cities, which
shocked the $3.7 trillion municipal bond market last year with
three bankruptcies filed in a matter of few weeks, will remain
tight and face long-term fiscal challenges from pensions and
healthcare costs.

Reuters related that in Los Angeles, the state's biggest city,
Mayor Antonio Villaraigosa has proposed pairing an additional $111
million in revenue with spending cuts, reducing funds for
healthcare for many city employees and asking them to give up a
pay raise to help close a $216 million budget gap.

San Diego's revenues have also been strengthening and are seen
expanding by about $31 million in the next fiscal year over the
current year, allowing the mayor of California's second-biggest
city to propose spending increases, the Reuters report also
related.

The two Southern California cities are posting gains in revenue
from property taxes as housing activity improves, from sales taxes
as consumers shop more and from hotel-room taxes paid by tourists,
Reuters said.

"Property values are increasing, retail sales are increasing, the
city has an unprecedented number of visitors," Miguel Santana, Los
Angeles' city administrative officer and budget point-man, told
Reuters. "Revenue, I think, is doing well."

Northern California's two largest cities, San Jose and San
Francisco, are likewise collecting more money, thanks to high-tech
businesses like Google Inc fueling their region's economy, which
has been California's job engine in recent years, the Reuters
report also related.

California's jobless rate fell to 9.4 percent in March, one of the
highest rate among all states but the lowest level in more than
four years, Reuters noted.

San Jose Mayor Chuck Reed said his city, California's third-
largest, expects revenue to rise by 3 percent in its next fiscal
year beginning in July. "There's a lot more money floating
around," he told Reuters.


* Fitch Publishes U.S. Retail Stats Quarterly for 2012 4th Quarter
------------------------------------------------------------------
Fitch Ratings has published its U.S. Retail Stats Quarterly for
the fourth quarter of 2012. The report provides an overview of key
economic data, operating and credit trends in the U.S. retail
industry, and a summary of individual companies' operating and
credit metrics for retailers on which Fitch maintains public
ratings, private credit opinions, as well as some select non-rated
names. In addition, the report highlights key credit strengths and
concerns and provides a summary of company liquidity positions for
the latest reported period.

KEY HIGHLIGHTS:

2013 Off to a Slow Start: Retail sales in first-quarter 2013 were
up a modest 2.2% (excluding auto), likely indicating that the
payroll tax increase is hurting spending modestly. Weaker-than-
expected sales also reflect soft performance in seasonal and
weather-sensitive categories due to unseasonably cool spring
weather. However, Fitch expects the full year to come in around
3%-4%, versus 4.2% last year, suggesting sales will pick up over
the remainder of the year. Year-over-year comparisons will become
easier as the key spending seasons, such as back-to-school and the
holidays, occur.

Economic Backdrop Muted: As can be seen on pages 3-5, the economic
backdrop remains muted, though there has been some improvement
from a year ago. The unemployment rate decreased to 7.6% in March,
and the consumer confidence index increased to 68.1 in April. The
inflation picture has improved, as cotton costs remain low and
gasoline prices have come off of their February peak. Food
inflation has moderated to the low single-digit range, and could
start creeping up in 2013 as the effect of crop failures in 2012
works through the food chain, but is expected to remain manageable
at 2%-3%.

Uneven Growth Across the Industry: Bifurcation of spending remains
an ongoing theme. On the one hand, mid-to-upscale household
spending benefits from the wealth effect (stabilizing-to-improving
home prices and/or higher stock prices). On the other, lower-
income households remain pressured with no growth in real incomes,
which amplifies the brunt of higher taxes more acutely.


* Fitch Says D&O Market Report Reveals Pricing Shift & Loss Trends
------------------------------------------------------------------
Directors & officers liability insurance (D&O) and professional
liability business is generating accident year underwriting losses
for the industry despite recent stability in loss ratios,
according to a new Fitch Ratings report. D&O premium rates were
previously lagging the market recovery in the broader commercial
lines segment, but pricing trends are now catching up.
Aggregating D&O supplement data to analyze industry aggregate
underwriting results shows direct written premium grew by
approximately 6% in 2012 and the industry direct loss ratios
improved by three points to 48%. Aon Corp.'s D&O Pricing Index
shows that rates in fourth quarter 2012 were 9.9% above the prior
year fourth quarter.

D&O market activity is concentrated within a smaller number of
larger insurers as it requires unique underwriting and claims
expertise, a willingness to write relatively large policy limits
and corresponding potential claims severity. The largest direct
writers of D&O coverage in the U.S. were American International
Group, Inc., XL Group Ltd, The Chubb Corporation, HCC Insurance
Holdings and Travelers Corp. as of year-end 2012.

Key sources of claims relate to securities litigation and
regulatory actions and settlements. More recently, claims related
to mergers and acquisitions have been a source of material losses
for D&O insurers. Many large D&O claims arise from episodes of
corporate malfeasance or regulatory investigations that receive
wider attention in the marketplace. These characteristics help
explain why D&O insurance has greater notoriety than its modest
stature would imply.

Analysis of the other liability - claims made (OLCM) segment
results in statutory filings provides additional insight on
underwriting performance in D&O and professional liability
insurance broadly. OLCM results for the industry aggregate and top
10 D&O insurers show that accident year loss ratios in this
segment have been relatively stable over the last five years, but
have risen to levels well above highly profitable years in the
mid-2000s. Industry combined ratios in OLCM on a calendar year
basis are slightly above 100%.

Favorable loss reserve development continues to boost underwriting
performance, reducing the industry OLCM loss ratio by
approximately 4% in each of the last two years. Questions remain
on the strength of recent accident years and the potential for
future adverse development. However, the chances of recent
underwriting periods, including accident years from the recent
credit crisis, experiencing severe adverse development is becoming
more remote.


* Banks Resist Strict Controls of Foreign Bets
----------------------------------------------
Eric Lipton, writing for The New York Times, reported that Wall
Street bankers and some of the world's top finance ministers are
waging a bitter international campaign to block Washington
financial regulators from extending their policing powers far
beyond the nation's shores.

According to the Times report, the effort -- centered on oversight
of the $700 trillion marketplace of the financial instruments
known as derivatives -- is just one front in the battle still
being waged nearly three years after Congress passed the Dodd-
Frank law, which revamped financial regulations in the United
States in hopes of curtailing the risky trading practices blamed
for the global financial crisis in 2008.

Industry players have spent tens of millions of dollars to avert,
delay or weaken new rules that are being drafted as part of the
law, the Times noted.  Members of Congress from both parties have
joined in the effort, directed at an obscure but increasingly
powerful agency, the Commodity Futures Trading Commission, which
has written and must approve some of the most contentious
provisions.

Banks and overseas regulators are resisting an agency proposal,
intended to go into full effect as early as mid-July, that would
require overseas offices of American-based banks, foreign
institutions and hedge funds to turn over information on foreign
trades if they involve United States customers, or are guaranteed
by a financial institution with American ties, requirements that
the industry calls redundant and excessive, the report said.

The battle -- led by high-powered lawyers and lobbyists, including
former top regulators and Congressional staff members, like a
former aide to retired Representative Barney Frank, a chief author
of the law -- has played out in hundreds of meetings with Gary
Gensler, the chairman of the commission, other commission members
and major players on Capitol Hill, the report added.

Some of the strongest objections have come from foreign
regulators, including officials from Britain, Russia, Japan and
Germany, who complained about the plan last month in a letter to
Treasury Secretary Jacob J. Lew. Global markets, they said, "will
not be able to function under such burdensome regulatory
conditions," advocating instead that the United States agree to
respect rules each nation adopts, assuming they are reasonably
compatible, the report related.


* BOOK REVIEW: Bankruptcy Crimes
--------------------------------
Author:  Stephanie Wickouski
Publisher:  Beard Books
Softcover:  395 Pages
List Price:  $124.95
Review by Gail Owens Hoelscher
Order your personal copy today at
http://www.beardbooks.com/beardbooks/bankruptcy_crimes_third_edition.html

Did you know that you could be executed for non-payment of debt
in England in the 1700s?  Or that the nailing of an ear was the
sentence for perjury in bankruptcy cases in 1604?  While ruling
out such archaic penalties, Stephanie Wickouski does believe "in
the need for criminal sanctions against bankruptcy fraud and for
consistent, effective enforcement of those sanctions."  She
decries the harm done to individuals through fraud schemes and
laments the resulting erosion in public confidence in the
judicial system.  This leading authoritative treatise on the
subject of bankruptcy fraud, first published in August 2000 and
updated annually with new material, will prove invaluable for
bankruptcy law practitioners, white collar criminal
practitioners, and prosecutors faced with criminal activity in
bankruptcy cases.  Indeed, E. Lawrence Barcella, Jr. of Paul,
Hastings, Janofsky, and Walker, in Washington, DC, says, "If I
were a lawyer involved in a bankruptcy matter, whether civil or
criminal, and had only one reference work that I could rely
upon, it would be this book."  And, Thomas J. Moloney with
Cleary, Gottlieb, Steen & Hamilton describes the book as "an
essential reference tool."

An estimated ten percent of bankruptcy cases involve some kind
of abuse or fraud. Since launching Operation Total Disclosure in
1992, the U.S. Department of Justice has endeavored to send the
message that bankruptcy fraud will not be tolerated.  Bankruptcy
judges and trustees are required to report suspected bankruptcy
crimes to a U.S. attorney. The decision to prosecute is based on
the level of loss or injury, the existence of sufficient
evidence, and the clarity of the law.  In some cases, civil
penalties for fraud are deemed sufficient to punish and deter.

Ms. Wickouski suggests that some lawyers might not recognize
criminal activity that the DOJ now targets for investigation.
She gives several examples, including filing for bankruptcy
using an incorrect Social Security number, and receiving
payments from a bankruptcy debtor that were not approved by the
bankruptcy court.  In both of these real life examples, DOJ
investigations led to convictions and jail time.

Ms. Wickouski says that although new schemes in bankruptcy fraud
have come along, others have been around for centuries.  She
takes the reader through the most common traditional schemes,
including skimming, the bustout, the bleedout, and looting, as
well as some new ones, including the bankruptcy mill.
The main substance of Bankruptcy Crimes is Ms. Wickouski's
detailed analysis of the U.S. Bankruptcy Criminal Code, chapter
9 of title 18, the Federal Criminal Code. She painstakingly
analyzes each provision, carefully defining terms and providing
clear and useful examples of actual cases.  She ends with a good
chapter on ethics and professional responsibility, and provides
a comprehensive set of annexes.

Bankruptcy Crimes is never dry, and some of the cases will make
you nostalgic for the days of ear-nailing.  This comprehensive,
well researched treatise is a particularly invaluable guide for
debtors' counsel in dealing with conflicts, attorney-client
relationships, asset planning, and an array of legal and ethical
issues that lawyers and bankruptcy fiduciaries often face in
advising clients in financially distressed situations.

Stephanie Wickouski is a partner in the Washington, D.C. firm of
Arent Fox Kintner Plotkin & Kahn, PLLC.  Her practice is
concentrated in business bankruptcy, insolvency, and commercial
litigation.

This book may be ordered by calling 888-563-4573 or through your
favorite Internet bookseller or through your local bookstore.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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