TCR_Public/130508.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, May 8, 2013, Vol. 17, No. 126

                            Headlines

1250 OCEANSIDE: Taps G. Rick Robinson as Restructuring Officer
1250 OCEANSIDE: Klevansky Piper Replaces Gelber as Gen. Counsel
23 SEAVIEW: Case Summary & 9 Unsecured Creditors
501 GRANT: Submits List of Top Unsecured Creditors
AEROGROW INTERNATIONAL: SMG Growing Held 30.9% Stake at April 22

AHERN RENTALS: $495-Mil. Exit Financing Approval Sought
ALCON ACTION AGENCY: 5th Bankruptcy Petition Dismissed
ALLY FINANCIAL: Gets $865MM From Sale of ABA Seguros to ACE Group
AMERICAN AIRLINES: Ex-Am West Pilots Want Seniority Row Kept Alive
AMERICAN AXLE: Reports $7.3 Million Net Income in First Quarter

AMERICAN CAPITAL: Fitch Hikes LT Issuer Default Rating to 'BB-'
AMERICAN PETRO-HUNTER: Hanover to Sell 16.1-Mil. Common Shares
APPLIANCE RECYCLING: Reports $0.2-Mil. Q1 Profit
ATP OIL: NGP Gets $32.1MM Payments Under Disgorgement Deal
AUGUSTA CENTER: Citizens' Objection to Cash Collateral Use Denied

B+H OCEAN: Plan of Reorganization Declared Effective
BEN ENNIS: To Present Plan for Confirmation on May 30
BERNARD L. MADOFF: Trustee, Schneiderman Agree to Stay on Appeal
BG PETROLEUM: Involuntary Chapter 11 Case Summary
BIRDSALL SERVICES: Trustee Convinces Judge to Consider Sale

BLACK PRESS: Revenue Decline Prompts Moody's to Cut CFR to 'B3'
BOOMERANG SYSTEMS: Cancels Joint Venture with Stokes Industries
BRIGHTSTAR CORP: S&P Revises Outlook to Stable & Affirms 'BB-' CCR
BRISTOW GROUP: S&P Lowers Senior Unsecured Notes Rating to 'BB-'
BUILDERS FIRSTSOURCE: Files Form 10-Q, Had $11.8MM Net Loss in Q1

CARPE MINUTE: Voluntary Chapter 11 Case Summary
CASPIAN SERVICES: Five Directors Elected at Annual Meeting
CHAMPION INDUSTRIES: Defaults Under Fifth Third Credit Pacts
CHINA BOTANIC: Gets NYSE MKT Delisting Notice After Noncompliance
CIRCLE ENTERTAINMENT: To Restate 2012 Annual Report

CITGO PETROLEUM: Fitch Affirms 'BB-' Issuer Default Ratings
CLAIRE'S STORES: To Redeem 9.25% Senior Notes Due 2015 on June 3
CODA HOLDINGS: Coda Automotive Rejecting Former Calif. HQ Lease
CODA HOLDINGS: Wins Approval to Pay Critical Vendors
CODA HOLDINGS: Former Employee Commences Class Action Suit

COLT DEFENSE: Moody's Keeps 'Caa1' CFR After New Sales Pact
COMMERCIAL METALS: Moody's Rates Sr. Unsec. Notes Due 2023 'Ba2'
COMMERCIAL METALS: S&P Assigns 'BB+' Rating to $300MM Sr. Notes
COOPER STREET: Voluntary Chapter 11 Case Summary
COPANO ENERGY: S&P Raises Corporate Credit Rating From 'B+'

CROWN HOLDINGS: Fitch Affirms & Withdraws 'BB+' IDR
DUNE ENERGY: Amends Credit Agreement with Bank of Montreal
DYNASIL CORP: Alan Levine Elected to Board of Directors
EAGLE RECYCLING: Hires CohnReznick as Financial Advisors
EASTMAN KODAK: Terminates Purchase Agreement With Brother

EDISON MISSION: Incurs $82-Million Net Loss in First Quarter
EMMIS COMMUNICATIONS: To Repurchase $500,000 Preferred Stock
ENERGY XXI: Moody's Changes Outlook on 'B2' CFR to Stable
EURAMAX INTERNATIONAL: Seven Directors Re-Elected to Board
FAIRWEST ENERGY: Alberta Regulator Issues Cease Trade Order

FBLN INC: Case Summary & 20 Largest Unsecured Creditors
FIRST INDUSTRIAL: Leasing Gains Cue Moody's to Upgrade Ratings
GATEHOUSE MEDIA: Incurs $17.6 Million Net Loss in First Quarter
GATZ PROPERTIES: Long Island Club to Have Sale Contract in 10 Days
GENERAC POWER: Moody's Rates Proposed $1.15-Bil. Term Loan 'B2'

GENERAL MOTORS: Fitch Expects to Rate Sr. Unsecured Notes 'BB'
GENERAL MOTORS: S&P Affirms 'BB' ICR & Rates $2BB Notes 'BB-'
GLOBAL TEL*LINK: S&P Revises Outlook & Affirms 'B' CCR
GLOBALSTAR INC: Forbearance with Noteholders Extended to May 13
GMX RESOURCES: David Lucke Quits From Board

GMX RESOURCES: NGP Writes Off $12.7MM in Subordinated Notes
GRANITE DELLS: Ch. 11 Trustee Taps Steve Brown as Attorney
GSW HOLDINGS: June 30 Plan Confirmation Hearing Set
HALI LLC: Case Summary & 4 Unsecured Creditors
HARRISBURG, PA: Settles SEC's Securities Fraud Suit

HARVEST OPERATIONS: Moody's Keeps 'Ba2' CFR, Stable Outlook
HARVEST OPERATIONS: S&P Assigns 'BB-' Corporate Credit Rating
HEALTH NET: S&P Affirms 'BB' Rating & Revises Outlook to Stable
HORIZON LINES: Incurs $20.3 Million Net Loss in First Quarter
HOSTESS BRANDS: Judge OKs Pension Plan Settlements

IDERA PHARMACEUTICALS: Pillar Waives Rights in Liquidation Event
INERGY MIDSTREAM: S&P Affirms 'BB' CCR; Outlook Stable
INFUSYSTEM HOLDINGS: Names Mike McReynolds Chief Info. Officer
INSPIRATION BIOPHARMA: Plan Filing Date Extended to June 27
INTEGRATED HEALTHCARE: Gets Favorable Order in "Fitzgibbons" Suit

INTERNATIONAL HOME: FirstBank Objects to Amended Disclosures
IRACORE INTERNATIONAL: Moody's Rates New $110MM Notes 'B3'
IRACORE INTERNATIONAL: S&P Assigns B- CCR & Rates $110MM Notes B
IRWIN MORTGAGE: Can Hire Aon In Connection With IRC Stock Sale
JAMES RIVER: Incurs $42.1 Million Net Loss in First Quarter

K-V PHARMACEUTICAL: Conv. Noteholders to Get Shares Under New Plan
KIK CUSTOM: S&P Affirms 'B-' CCR & Rates US$420MM Loan 'B-'
LCI HOLDING: Seeks Authority to Obtain $230MM in Financing
LEHMAN BROTHERS: Has Approval of LB Finance Settlement
LEHMAN BROTHERS: Sues Intel to Recoup Collateral

LEHMAN BROTHERS: Sues Syncora to Disallow Claims
LEHMAN BROTHERS: Wins OK for Sale of LB Rose Properties
LEHMAN BROTHERS: Weil Gotshal Files 41st Report on Settlements
LLS AMERICA: Trustee Can File Amended Complaint v. Ken Phillips
LPL HOLDINGS: S&P Assigns 'BB-' Rating to $1.084BB Secured Loan

MAGNETATION LLC: Moody's Assigns B3 CFR & Rates $325MM Note B3
MASTRO'S RESTAURANTS: S&P Raises Corporate Credit Rating to 'B-'
MAUI LAND: Incurs $1.81 Million Net Loss in First Quarter
MEHENDI LLC: Case Summary & 4 Unsecured Creditors
METALS USA: Moody's Withdraws Ratings After Facility Termination

MISSION NEW ENERGY: Cash at A$113,000 as of March 31
MONTANA ELECTRIC: Trustee Asks Court to Value U.S. Bank's Claim
MONTANA ELECTRIC: Trustee Wants Cash Collateral Use Extended
MPM TECHNOLOGIES: Has $500,000 Purchase Agreement with Investors
MUSCLEPHARM CORP: Richard Estalella Appointed as COO

NECH LLC: US Trustee Balks at Plan Outline; Hearing Tomorrow
NEW CENTURY TRS: Court Rejects Lamour's 2nd Disclosure Request
NEWLAND INT'L: Taps Epiq as Claims and Balloting Agent
NEWLAND INT'L: Final Cash Collateral Hearing on May 17
NEWLAND INT'L: Proposes Gapstone as Financial Advisor

NEWLAND INT'L: Seeks OK for Gibson Dunn as Bankruptcy Counsel
NEWLAND INT'L: Taps Adural as Panamanian Counsel
NORTEL NETWORKS: Mergis to Provide Staff for Residual Operations
NORTHLAKE FOODS: Can't Get Back Dividend, 11th Circ. Rules
ORCHARD SUPPLY: Incurs $118.4 Million Net Loss in Fiscal 2012

ORECK CORP: Files for Chapter 11 With Plans to Sell
ORECK CORP: Proposes BMC Group as Claims Agent
OTELCO INC: Has Green Light to Exit Prepack Chapter 11
OTELCO INC: Posts $4.9MM Q1 Operating Income; Ch.11 Exit Looms
PATRIOT COAL: Union Warns of Strike If Contract Voided

PERFORMANCE FOOD: Moody's Gives 'B1' CFR & Rates $750MM Loan 'B3'
PERFORMANCE FOOD: S&P Assigns 'B' CCR & Rates $750MM Loan 'CCC+'
PHOENIX DEVELOPMENT: Files Chapter 11 Petition in Georgia
PUTNAM STONE: Case Summary & 9 Unsecured Creditors
PVR PARTNERS: Moody's Assigns 'B2' Rating to $300MM Senior Notes

PVR PARTNERS: S&P Rates $300MM Senior Unsecured Notes 'B-'
QBEX ELECTRONICS: Can Extend Plan Filing Deadline to June 13
RESIDENTIAL CAPITAL: Sues UMB, Wells Fargo Over Lien Value
RODEO CREEK: Great Basin Units' Mines Sold to Waterton Global
SEA TRAIL: Buyer Emerges for Golf Resort

SBA TELECOMMUNICATIONS: S&P Retains 'B+' Sr. Unsec. Notes Rating
SBM CERTIFICATE: Says Operations to Continue While in Ch. 11
SCOOTER STORE: Taps APS Services to Provide Management Services
SCOOTER STORE: Engages Epiq as Administrative Advisor
SCOOTER STORE: Wants Fulbright & Jaworski as Special Counsel

SCOOTER STORE: Hires Morgan Joseph as Investment Banker
SEARS HOLDINGS: Offering 5 Million Shares Under Stock Plan
SEAWORLD PARKS: Moody's Rates $1.405-Bil. Senior Term Loan 'Ba3'
SEAWORLD PARKS: S&P Rates $1.4 Billion Term Loan 'BB-'
SEMINOLE HARD: S&P Assigns 'BB-' Rating to $350MM Senior Notes

SENSUS USA: Profit Slide Prompts Moody's to Lower CFR to 'B3'
SEVEN COUNTIES: U.S. Trustee Wants More Time to Object to Hiring
SEVEN COUNTIES: Wants Patient Care Ombudsman Appointment Waived
SIONIX CORP: Amends Current Report with SEC
SKINNY NUTRITIONAL: Voluntary Chapter 11 Case Summary

SONIC AUTOMOTIVE: Moody's Rates New $300MM Subordinated Notes B3
SONIC AUTOMOTIVE: S&P Raises Corp. Credit Rating to 'BB'
SPECIAL ELECTRIC: Calif. Appeals Court Remands Melendrez PI Suit
STAR NEWS: Loan Assignee Gets Favorable Ruling vs. Gerson Fox
SUNTECH POWER: Reports $358 Million Revenue in Fourth Quarter

THERAPEUTICSMD INC: Robert Smith Owned 9% Stake at April 30
TIMEGATE STUDIOS: Files for Bankruptcy, Looks for Buyer
TRANS-LUX CORP: Maturity of People's United Loan on June 30
TRINSUM GROUP: Court Okays $2.5MM Settlement Resolving 20 Suits
UNIGENE LABORATORIES: Richard Levy Had 65.4% Stake at April 25

UNIFIED 2020 REALTY: Files Bare-Bones Petition in Dallas
UNITEK GLOBAL: Has Forbearance with Lenders Until May 30
VILLAGE AT LAKERIDGE: Insider Status Unchanged by Claim Assignment
VPR OPERATING: Hires Patton Boggs as Counsel
WARNER MUSIC: To Reprice $492 Million Secured Term Loan

WCA WASTE: Moody's Affirms 'B2' CFR & Rates New $372MM Debt 'B1'
WESTMORELAND COAL: J. Gendell Held 16.5% Stake as of April 29
YRC WORLDWIDE: Incurs $24.5 Million Net Loss in First Quarter
ZOGENIX INC: Posts Positive Top-Line Results From Clinical Trial

* Fitch Says U.S. Auto Lender Asset Quality to Further Weaken
* Moody's Notes Divergence in European and US CDS Spreads

* April Bankruptcy Filings Down 8% from Previous Year
* Fed Governor Calling for Stronger Capital at Megabanks
* Flagstar to Pay $110 Million to Settle MBIA Mortgage Lawsuit
* Housing Crash Fades as Defaults Decline to 2007 Levels
* JPMorgan Investors Urged to Split Chairman Role, Oust Directors

* N.Y. Plans Homeowner Enforcement Against Financial Firms
* New Problem Loan Rates Hit Six-Year Low, LPS March Report Shows
* Senate Bill 404 Aims to Eliminate Abusive "Double Dip" Claims

* Cadwalader's Rapisarsdi, Davis & Friedman Transfer to O'Melveny

* Upcoming Meetings, Conferences and Seminars


                            *********


1250 OCEANSIDE: Taps G. Rick Robinson as Restructuring Officer
--------------------------------------------------------------
1250 Oceanside Partners, et al., seek authority from the U.S.
Bankruptcy Court for the District of Hawaii to employ G. Rick
Robinson as chief restructuring officer for a limited period of
six months from and after an order approving the employment
application.

Mr. Robinson will be paid $15,000 per month, plus general excise
tax, and will be reimbursed for all travel and other necessary
expenses.  In the event an order confirming the Debtors'
reorganization plan is entered during the six-month period of Mr.
Robinson's retention, he will be paid a bonus of $25,000.

Mr. Robinson assures the Court that he is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates.

                   About 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.


1250 OCEANSIDE: Klevansky Piper Replaces Gelber as Gen. Counsel
---------------------------------------------------------------
1250 Oceanside Partners, et al., sought and obtained authority
from Judge Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii to employ Klevansky Piper, LLP, as general
counsel, replacing Gelber, Gelber & Ingersoll.

In a separate request, the Debtors also seek authority from Judge
Faris to employ Carlsmith Ball, LLP, as special real estate and
development counsel.

                   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.


23 SEAVIEW: Case Summary & 9 Unsecured Creditors
------------------------------------------------
Debtor: 23 Seaview Holdings, LLC
          dba Parkview Inn
        23 Seaview Avenue
        Ocean Grove, NJ 07756

Bankruptcy Case No.: 13-19800

Chapter 11 Petition Date: May 3, 2013

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

Judge: Kathryn C. Ferguson

Debtor's Counsel: Sam Della Fera, Esq.
                  TRENK, DIPASQUALE ET AL.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Fax: (973) 243-8677
                  E-mail: sdellafera@trenklawfirm.com

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

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

The Company's list of its nine largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/njb13-19800.pdf

The petition was signed by Marshall Koplitz, general operating
manager.


501 GRANT: Submits List of Top Unsecured Creditors
--------------------------------------------------
501 Grant Street Partners LLC submitted a list that identifies its
top 20 unsecured creditors.  Creditors with the three largest
claims are:

  Entity                  Nature of Claim        Claim Amount
  ------                  ---------------        ------------
Robins, Kaplan, Miller &                           $80,914
Ceresi
2049 Centiry Park East
Suite 3400
Los Angeles, CA 90067

Jones Lang LaSalle                                 $69,531
c/o The Bank of New York
Mellon
P.O. Box 360757
Pittsburgh, PA 15251-6757

Duquesne Light Company                             $52,475
Payment Processing Center
Pittsburgh, PA 15267-0001

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

           http://bankrupt.com/misc/501_GRANT_creditors.pdf

                        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.


AEROGROW INTERNATIONAL: SMG Growing Held 30.9% Stake at April 22
----------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, SMG Growing Media, Inc., and The Scotts Miracle-Gro
Company disclosed that, as of April 22, 2013, they beneficially
owned 2,649,007 shares of common stock of AeroGrow International,
Inc., representing 30.97% of the shares outstanding.  A copy of
the regulatory filing is available at http://is.gd/VQduOR

                          About AeroGrow

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

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


AHERN RENTALS: $495-Mil. Exit Financing Approval Sought
-------------------------------------------------------
BankruptcyData reported that Ahern Rentals filed with the U.S.
Bankruptcy Court a motion to enter into commitment letters, fee
letters and a syndication letter to obtain exit financing from
Bank of America, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Jefferies Finance to fund Debtor's Chapter 11
Plan of Reorganization via a $350 million senior secured asset-
based revolving credit facility.

The report added that the Company also seeks Court approval of a
$145 million senior secured first lien last out term loan exit
facility from Husky Finance Holdings and Jefferies Finance.

Ahern Rentals explains, "the Debtor has exercised sound business
judgment in hiring the Lenders to perform the services described
in the Exit Financing Letters, which is necessary to Debtor's
efforts to obtain Exit Financing and pay off the DIP Loan and Term
Loan, which will afford the Debtor the opportunity to confirm and
effectuate its Plan, and thus emerge from Chapter 11.
Furthermore, because the obligations incurred by Debtor under the
Exit Financing Letters are fair, reasonable, and necessary to
furthering the Exit Financing process, Debtor seeks authorization
to incur and pay these obligations as administrative expenses,"
BData said, citing court documents.

                        About Ahern Rentals

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.  A
copy of the Court-approved scheduling order with respect to the
Plan confirmation hearing is available at http://is.gd/DU27CF


ALCON ACTION AGENCY: 5th Bankruptcy Petition Dismissed
------------------------------------------------------
A South Carolina bankruptcy court has dismissed with prejudice the
case In re BUTCH JOHNSON dba Alcon Action Agency Realty, Case No.
13-01294-dd (Bankr. D.S.C.).  Moreover, the debtor is barred from
filing for relief under the Bankruptcy Code in any district for
two years from the entry of the order.

The current bankruptcy case, filed on March 4, 2013, is the
Debtor's fifth filing since 2007.

The motion to dismiss the case was brought by the U.S. Trustee.

In an April 18, 2013 order, Bankruptcy Judge David R. Duncan
opined that cause exists to dismiss the Debtor's case as the
Debtor has to pay a required installment toward the filing fee for
the case as ordered by the Court, and due to the evidence
supporting the Debtor's bad faith in filing the case.

The Court noted that the Debtor filed the present case to do
nothing more than postpone the foreclosure sale of his property at
312 Oak Brook Drive, in Columbia, South Carolina; but he has no
realistic chances of reorganizing as he has no regular or
significant source of income from which to fund a plan or to pay
for normal living expenses.

A copy of the Bankruptcy Court's April 18, 2013 Order is available
at http://is.gd/WCs4Brfrom Leagle.com.


ALLY FINANCIAL: Gets $865MM From Sale of ABA Seguros to ACE Group
-----------------------------------------------------------------
During the fourth quarter of 2012, Ally Financial Inc. announced
its agreement to sell its Mexican insurance business, ABA Seguros,
to the ACE Group.  On May 2, 2013, Ally completed this sale.  Ally
received approximately $865 million in proceeds from the sale.

Ally's Mexican Insurance Business was classified by Ally as
discontinued operations as of Dec. 31, 2012, and its operating
results were removed from Ally's continuing operations and were
presented separately as discontinued operations, net of tax, in
Ally's Consolidated Financial Statements, included in Ally's
Annual Report on Form 10-K for the year ended Dec. 31, 2012, as
well as Ally's Quarterly Report on Form 10-Q for the three-months
ended March 31, 2013.

                       About Ally Financial

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

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

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

                           *     *     *

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

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

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

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


AMERICAN AIRLINES: Ex-Am West Pilots Want Seniority Row Kept Alive
------------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that former America
West Airlines Inc. pilots urged an Arizona federal judge Friday to
keep alive its dispute over pilot seniority in a 2005 merger with
U.S. Airways Group Inc., while denying claims that they were
trying to derail U.S. Airways' $11 billion merger with American
Airlines' bankrupt parent.

According to the report, the U.S. Airline Pilots Association
petitioned U.S. District Judge Roslyn O. Silver in April to
dismiss the former Am West pilots' suit because the Ninth Circuit
tossed a similar action over the same issue.

                      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 AXLE: Reports $7.3 Million Net Income in First Quarter
---------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $7.3 million on $755.6 million of
net sales for the three months ended March 31, 2013, as compared
with net income of $50.3 million on $751.5 million of net sales
for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $3.02
billion in total assets, $3.13 billion in total liabilities and a
$107.9 million total stockholders' deficit.

"AAM's financial results in the first quarter of 2013 reflect our
commitment to deliver improved profitability and launch
performance globally," said AAM's President and Chief Executive
Officer, David C. Dauch.  "While we continue to take actions to
improve our operating and financial performance, we remain focused
on flawlessly launching several major programs in 2013.  These
include products supporting GM's next-generation full-size pickup
truck and SUV program, the RAM Heavy Duty pickup truck program, as
well as AAM's EcoTracTM Disconnecting All Wheel Drive system."

The Company is targeting full year sales in 2013 to be
approximately $3.25 billion.  This sales projection is based on
the anticipated launch schedule of programs in AAM's new and
incremental business backlog and the assumption that the U.S.
Seasonally Adjusted Annual Rate of sales increases from
approximately 14.4 million vehicle units in 2012 to approximately
15 million vehicle units in 2013.

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

                        http://is.gd/5DNX1D

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

                        http://is.gd/qc196d

                      Annual Meeting Results

American Axle held its annual meeting of stockholders on May 2,
2013.  At that meeting, AAM's stockholders elected Elizabeth A.
Chappell, Steven B. Hantler and John F. Smith as directors to
serve for three-year terms expiring at the annual meeting of
stockholders in 2016.  AAM's stockholders voted to approve, on an
advisory basis, the compensation of AAM's named executive officers
and ratified the appointment of Deloitte & Touche LLP as the
Company's independent registered public accounting firm for the
fiscal year ending Dec. 31, 2013.

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.

                           *     *     *

In September 2012, Moody's Investors Service affirmed the 'B1'
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) of American Axle.

American Axle carries a 'BB-' corporate credit rating from
Standard & Poor's Ratings Services.  "The 'BB-' corporate credit
rating on American Axle reflects the company's 'weak' business
risk profile and 'aggressive' financial risk profile, which
incorporate substantial exposure to the highly cyclical light-
vehicle market," S&P said, as reported by the TCR on Sept. 6,
2012.


AMERICAN CAPITAL: Fitch Hikes LT Issuer Default Rating to 'BB-'
---------------------------------------------------------------
Fitch Ratings has completed a peer review of seven rated Business
Development Companies (BDCs) in concert with its publication of an
industry report, titled 'Business Development Companies - A
Comparative Analysis: 2012', which is available on Fitch's
website.

Based on this review, Fitch has upgraded the long-term Issuer
Default Rating (IDR) of American Capital, Ltd. to 'BB-' from 'B+'
and affirmed the long-term IDRs of Apollo Investment Corporation,
Ares Capital Corporation, BlackRock Kelso Capital Corporation
(BKCC), Fifth Street Finance Corp. (FSC), PennantPark Investment
Corporation (PNNT), and Solar Capital, Ltd (Solar). The IDRs of
the all of the affirmed BDCs are in the 'BBB' rating category.

Concurrently, the Rating Outlook for Ares has been revised to
Positive from Stable, and the Rating Outlook for Apollo has been
revised to Stable from Negative. The Rating Outlooks for the
remaining BDCs are Stable.

Key Rating Drivers

The upgrade of ACAS' ratings reflect its improved operating
performance, driven by increased income from asset management
strategies, reduced leverage, its ability to refinance the capital
structure through the issuance of secured term debt, and the
stronger liquidity profile, given the addition of bank revolver
capacity.

The rating affirmations of the six other BDCs reflect relative
stability in core operating performance, stronger asset quality
metrics, improved funding flexibility, and the maintenance of
leverage levels at-or-below management's targeted range. Portfolio
growth continues to slow as firms mature and gain scale and
because refinancing activity has remained strong given the low
interest rate environment. BDCs, in general, remain more focused
on senior positions in the capital structure, particularly as
competition has increased, underlying portfolio company leverage
has ticked-up, and risk-adjusted returns have declined in certain
parts of the market.

Valuation volatility remains, but quarterly movements have been
much more modest for the majority of the peer group, and most
experienced unrealized appreciation in 2012. On average,
investment portfolios were marked 2.2% below their cost basis at
Dec. 31, 2012, compared to 7.5% below cost at Dec. 31, 2011.

Net realized losses on portfolio investments have been meaningful
since the start of the crisis, as BDCs dealt with non-accruals,
recognized declines in value, participated in portfolio company
recapitalizations, or exited underperforming investments in an
effort to redeploy proceeds into higher-yielding securities.
Portfolio losses did decline in 2012, but remained significant,
aggregating to $422.3 million for the fiscal year. Over time,
Fitch does not expect realized gains and losses to be a meaningful
component of net income, given declines in portfolio equity
holdings and improvements in asset quality.

Funding flexibility improved significantly in recent quarters,
with most BDCs accessing the unsecured debt markets via the
issuance of convertible notes and/or retail notes. In 2012 and
1Q13, unsecured issuance amounted to $1.9 billion across six rated
BDCs, compared to $545 million of unsecured issuance across three
rated issuers in 2011. Fitch views an unsecured funding component
favorably as it provides funding diversity, as well as flexibility
to encumber assets if necessary for liquidity purposes. Debt
maturity profiles have also improved, and ACAS is the only issuer
with a maturity in 2013 or 2014, given the amortization of its
secured term loan.

Access to the public equity markets was also strong in 2012, as
improved operating performance and valuation trends pushed share
prices back above net asset values during the year. Issuance
volume amounted to approximately $1.3 billion in 2012; up over
300% from the prior year. Growing equity bases have kept leverage
levels below internal targets and have provided ample liquidity
coffers for investment purposes. BDCs are expected to continue to
access the markets opportunistically for growth capital.

Average BDC leverage, as measured by par debt divided by equity,
amounted to 0.50 times (x) at Dec. 31, 2012 compared to 0.56x the
year before. Fitch believes leverage levels could rise modestly in
2013 as BDCs draw on revolver capacity for portfolio investment,
but Fitch expects portfolio growth rates to decline this year as
risk spreads tighten in an overheating market. Fitch believes many
BDCs will be focused on refinancing, and potentially re-levering,
existing portfolio companies which they know well, or looking for
more complex transactions that involve specific industry
knowledge, additional time to originate and/or unique structuring.

Portfolio concentrations ticked-up modestly in 2012, despite
declines in leverage, as some underperforming debt investments
were restructured into equity positions. Top 10 investments
averaged 64.5% of equity at Dec. 31, 2012, but would be 52.2% if
Fitch were to adjust for ACAS' investment in American Capital
Asset Management, LLC and European Capital Limited, Ares'
investment in the Senior Secured Loan Fund LLC, and Solar's
investment in Crystal Capital Financial Holdings LLC, each of
which is itself a diversified portfolio of loans. Fitch believes
portfolio diversity is critical, as the underperformance of one or
more large investments can have an outsized impact on leverage. As
a result, BDCs with higher concentrations as a percent of book
equity are expected to manage leverage more conservatively, all
else equal.

Another point of focus for Fitch is net investment coverage of
dividends, given the regulatory requirement that BDCs distribute
90% of taxable income on an annual basis. Dividend coverage
improved modestly in 2012, given relatively stable dividends and
stronger operating performance, however, cash income coverage
remains somewhat weaker due to the accrual of paid-in-kind
interest and non-cash dividends. Fitch would view core cash
earnings coverage at or near 100% on a consistent basis favorably.

Rating Sensitivities

Fitch believes positive rating momentum for the industry is
limited to the 'BBB' category given the relative illiquidity of
portfolio investments, more limited funding flexibility than other
investment grade rated issuers, an inability for BDCs to retain
capital due to distribution requirements, and the impact that fair
value accounting has on leverage. However, negative rating action
for any one issuer could be driven by deterioration in asset
quality or core operating performance, increases in portfolio
concentrations or equity holdings without commensurate reductions
in leverage, weakening cash income coverage of dividends, and/or
the recognition of sizeable realized losses or unrealized
portfolio depreciation which forces leverage above management
targets for extended periods or reduces cushions on debt
covenants.

For Solar, in particular, a meaningful increase in leverage could
result in negative rating action because its investment portfolio
concentrations and equity exposures are higher than the peer
average. Fitch believes these factors could contribute to more
valuation volatility and an outsized impact on leverage,
particularly at elevated levels.

The Outlook revision for Apollo reflects its relatively stable
core operating performance in the past year following changes in
senior management that occurred in early 2012, as well as the
corresponding shift in strategy from large mezzanine loans to more
traditional middle market senior positions. As part of this
change, the portfolio mix has shifted as the proportion of secured
debt has increased over the last year, closer to a more equal
weighting between secured and subordinated debt, at 40% and 48% of
the portfolio, respectively, at Dec. 31, 2012. Apollo also sought
to improve its funding flexibility in 2012 by issuing $150 million
of unsecured retail notes, thus increasing its proportion of
unsecured funding to 33.6% of total debt. The firm also received a
$50 million equity investment from a subsidiary of affiliate
Apollo Global Management, LLC, which Fitch believes demonstrates a
strong commitment to the vehicle from the large asset manager,
which serves as the BDC's investment advisor.

The Positive Outlook assigned to Ares' ratings reflects peer-
superior funding flexibility, operating consistency throughout the
recent downturn, a strong liquidity profile, and conservative
dividend strategy. At Dec. 31, 2012, 86.3% of the company's debt
was considered unsecured, borrowing capacity on the revolving
facilities was $1.6 billion, and net investment income coverage of
the dividend was 104.7% for the year, when adjusting for $0.10 of
special dividends paid per share and the accrual of part II
incentive fees not currently payable in cash. Additionally, the
firm has approximately $0.96 per share of spillover income, which
Fitch believes will support dividend consistency in coming
quarters.

The rating could potentially be upgraded over the next 18-24
months provided the company demonstrates measured portfolio growth
in the face of what Fitch believes is an overheating credit
environment. This will be evaluated in the context of the
stability and consistency of Ares' operating performance, asset
quality, valuation, and underlying portfolio metrics, including
leverage and interest coverage. Specifically, up-ticks in
underlying portfolio leverage, and/or deterioration in portfolio
company interest coverage or overall portfolio yields, could
signal the potential for asset quality issues down the road, which
would likely lead to an Outlook revision.

Although additional upward rating momentum is not envisioned in
the near to medium term, potential upward momentum for ACAS will
be driven by its ability to improve funding flexibility, as it is
the only rated BDC with a fully secured funding profile and it
does not have ready access to the equity markets as its share
price continues to trade at a discount to net asset value. Still,
Fitch recognizes that ACAS has the ability to retain capital as it
is not currently required to distribute taxable income since it
converted to a C corporation. Positive rating action could also
result from stronger asset quality trends and a decline in the
proportion of equity investments in the portfolio, which yield
more valuation volatility, particularly in periods of stress. That
said, ACAS' leverage is currently well below the peer average,
which does provide for some cushion against valuation declines.
Lastly, Fitch will monitor ACAS' on-going movement towards
increased management revenues as opposed to traditional balance
sheet investments.

Fitch has upgraded the following ratings:

American Capital, Ltd.

-- Long-term IDR to 'BB-' from 'B+';
-- Secured debt to 'BB+' from 'BB/RR1'.

Fitch has affirmed the following ratings:

Apollo Investment Corporation

-- Long-term IDR at 'BBB';
-- Secured debt at 'BBB';
-- Unsecured debt at 'BBB-'.

Ares Capital Corporation

-- Long-term IDR at 'BBB';
-- Secured debt at 'BBB';
-- Unsecured debt at 'BBB'.

Allied Capital Corporation

-- Unsecured debt at 'BBB'.

BlackRock Kelso Capital Corporation

-- Long-term IDR at 'BBB-';
-- Secured debt at 'BBB-';
-- Unsecured debt at 'BBB-'.

Fifth Street Finance Corp.

-- Long-term IDR at 'BBB-';
-- Secured debt at 'BBB-';
-- Unsecured debt at 'BBB-'.

PennantPark Investment Corporation

-- Long-term IDR at 'BBB-';
-- Secured debt at 'BBB-';
-- Unsecured debt at 'BBB-'.

Solar Capital, Ltd.

-- Long-term IDR at 'BBB-';
-- Secured debt at 'BBB-';
-- Unsecured debt at 'BBB-'.

The Rating Outlook for Ares is Positive. The Rating Outlooks for
ACAS, Apollo, BKCC, FSC, PNNT, and Solar are Stable.


AMERICAN PETRO-HUNTER: Hanover to Sell 16.1-Mil. Common Shares
--------------------------------------------------------------
American Petro-Hunter filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the
resale of up to an aggregate of 16,182,230 shares of the Company's
common stock, par value $0.001 per share, by Hanover Holdings I,
LLC, 14,417,524 of which are issuable to Hanover pursuant to the
terms of the Common Stock Purchase Agreement, between the Company
and Hanover, dated March 22, 2013, and 1,764,706 of which were
issued to Hanover on March 22, 2013, in satisfaction of a $150,000
commitment fee paid to Hanover for entering into the Purchase
Agreement, based upon a price per share equal to $0.085 per share.

The Company is not selling any securities under this prospectus
and will not receive any of the proceeds from the resale of shares
of the Company's common stock by the selling stockholder under
this prospectus, however, the Company may receive gross proceeds
of up to $5,000,000 from sales of the Company's common stock to
Hanover under the Purchase Agreement.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "AAPH".  The shares of the Company's common stock
registered are being offered for sale by Selling Stockholder at
prices established on the OTC Bulletin Board during the term of
this offering.  On April 30, 2013, the closing bid price of the
Company's common stock was $0.018 per share.  These prices will
fluctuate based on the demand for the Company's common stock.

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

                        http://is.gd/uyqLI0

                     About American Petro-Hunter

Wichita, Kansas-based American Petro-Hunter, Inc., is an oil and
natural gas exploration and production (E&P) company with current
projects in Payne and Lincoln Counties in Oklahoma.

American Petro-Hunter disclosed a net loss of $3.30 million on
$308,770 of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $2.73 million on $317,931 of revenue during the
prior year.  The Company's balance sheet at Dec. 31, 2012, showed
$1.65 million in total assets, $1.64 million in total liabilities
and $12,242 in total stockholders' equity.

Weaver Martin & Samyn, LLC, in Kansas City, Missouri, 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 is dependent upon the continued sale of its
securities or obtaining debt financing for funds to meet its cash
requirements.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


APPLIANCE RECYCLING: Reports $0.2-Mil. Q1 Profit
------------------------------------------------
Appliance Recycling Centers of America, Inc. on May 6 reported
operating results for the first quarter ended March 30, 2013.

Total revenues increased 3.3% to $30.4 million versus $29.4
million for the first quarter of 2012.  Overall, the Company
reported consolidated net income of $0.2 million, or $0.03 per
diluted share, compared with near-breakeven results in the first
quarter of 2012.

"These results -- including our return to profitability --
demonstrate solid progress executing the strategic initiatives we
outlined earlier this year," said Edward R. (Jack) Cameron,
president and chief executive officer of ARCA, Inc.  "In
particular, strong replacement program activity helped our
recycling revenues increase 21 percent sequentially and 58 percent
over the same period last year."

Mr. Cameron added that the Company was pleased to modify its
credit agreement with PNC Bank, National Association (PNC) during
the quarter.  The agreement signed on March 14, 2013, extended the
Company's existing credit agreement with PNC two additional years
until January 24, 2016.  It also waived the previously reported
default caused by being out of compliance with two financial
covenants and reset the financial covenants. The modified terms
did not change the maximum borrowing amount of $15 million under
the revolving line of credit and require the Company to meet
monthly minimum EBITDA targets through 2013.

ApplianceSmart(R) same store sales for the first quarter of 2013
declined 7% compared with the same period of 2012.  Factors
included delayed 2012 tax refunds, negative impact of the Easter
holiday shifting to the first quarter this year and a tight
housing market that dampened relocation activity and related
appliance purchasing.  The National Association of Realtors
reported a 17% decline in housing inventories in March 2013 from
prior-year levels.  The National Retail Federation blamed a
sequential March decrease in electronics and appliance store sales
on colder-than-normal weather and the payroll tax hike.

In the first quarter, ApplianceSmart total retail revenues
decreased 9% to $18.1 million compared with the same period of
2012, resulting primarily from the same store sales decrease and
closure of two stores late in 2012.  During the first quarter of
2013, ApplianceSmart stores generated an operating income before
corporate overhead of $0.4 million, a $0.2 million decline
compared with the same period in 2012.

"Our retail operations showed quarterly sequential improvements,
including per-store sales and gross margins," explained Brad
Bremer, president of ApplianceSmart.  "We're starting to see more
out-of-carton product available, aided by favorable home-
construction trends."  The housing shortage and improving economy
is spurring construction; new housing starts rose in March 2013 at
the fastest seasonally adjusted annual rate in nearly five years.

Recycling revenues, which are comprised of appliance recycling
fees and appliance replacement program revenues, increased 58% to
$8.3 million in the first quarter of 2013, from $5.3 million in
the same period of 2012.  The number of replacement programs
remained unchanged, but related revenues increased $3.8 million
while appliance recycling fees declined $0.8 million.  The Company
reported a 119% increase in replacement units and a 4% decline in
overall recycling volumes.  The increase in replacement program
revenues was partially offset by lower appliance recycling
revenues, resulting in a $0.7 million improvement in operating
profit compared with the same period in 2012.

Research by the Association of Home Appliance Manufacturers (AHAM)
claims the next opportunities for increases in appliance
efficiency will come from smart appliances and early retirement of
existing appliances, such as the 42% of working refrigerators
estimated to remain on the electrical grid after disposal through
secondary use, sale or donation.  A 2012 ENERGY STAR(R) summary of
energy-efficiency programs includes more than 650 incentive and
promotion programs submitted by over 200 program sponsors across
the United States.  New ENERGY STAR requirements take effect in
2014.

The Company's byproduct revenues, excluding AAP, declined to $1.5
million compared with $1.7 million in the first quarter of 2012.
The decrease was a direct result of the 4% reduction in overall
recycling volumes cited earlier coupled with a 14% decrease in
steel scrap prices compared with the first quarter of 2012.  Scrap
prices are expected to remain volatile for the balance of the year
and into 2014.

Revenues from the ARCA Advanced Processing (AAP) joint venture,
reported in byproduct revenues, declined 5% to $2.6 million
compared with $2.7 million in the first quarter of 2012.  AAP's
gross margin declined to 12.2% compared with 19.2% in the same
period of 2012.  AAP's operating loss for the first quarter was
$53,000 compared with operating income of $65,000 during the same
period of 2012.  The decline in gross margin and operating income
was primarily the result of lower prices for steel scrap and
higher depreciation expense.

Positive momentum continues in California's cap and trade program
for carbon emissions.  In mid-April, California's Air Resources
Board approved linking with a similar program in Quebec, starting
in 2014.  The Company considers this an important step toward a
more efficient, liquid and stable carbon emissions market,
including possible future linkages to other domestic or global
markets.  As previously announced, both ARCA and AAP expect to
create carbon offsets through the destruction of CFCs throughout
2013 and derive revenues through California's market in the second
half of 2013.

Overall gross profit as a percentage of total revenues decreased
to 26% for the first quarter of 2013 compared with 27% during the
same period of 2012.  The decline in overall gross profit
percentage resulted primarily from lower byproduct revenues and
the decline in AAP's gross margin.  These factors were partially
offset by an 80 basis point improvement in ApplianceSmart's gross
margin.

"We're encouraged by a positive start to the year," Mr. Cameron
noted. "Our banking agreement is solidified and we've moved ahead
with a number of corporate actions that are bearing fruit."  He
concluded, "We're carefully managing all our operations and we're
optimistic about our prospects as the economy gradually improves
throughout 2013."

                Liquidity and Capital Resources

Cash and cash equivalents as of March 30, 2013, were $3.9 million
compared with $3.2 million as of December 29, 2012.  As of March
30, 2013, the Company had $3.8 million of available borrowings
under its revolving line of credit compared with $2.5 million as
of December 29, 2012.  Net working capital of $7.1 million
decreased $0.5 million as of March 30, 2013, compared with $7.6
million as of December 29, 2012.  The decline can be attributed to
an increase in accrued liabilities and the net impact of lower
appliance inventory and a reduced line of credit balance.

Headquartered in Minneapolis, Minnesota, Appliance Recycling
Centers of America is a provider of appliance retailing and
recycling services.


ATP OIL: NGP Gets $32.1MM Payments Under Disgorgement Deal
----------------------------------------------------------
NGP Capital Resources Company on May 7 disclosed that it has
continued to receive its share of monthly production payments from
ATP Oil & Gas Corporation, pursuant to its limited-term overriding
royalty interests in ATP's Gomez and Telemark offshore oil and gas
properties, pursuant to the Bankruptcy Court's order and subject
to a Disgorgement Agreement executed in August 2012, shortly after
ATP filed for Chapter 11 bankruptcy protection.  As of March 31,
2013, the Company's unrecovered investment in the ORRIs was $32.1
million, and it had received aggregate production payments of
$15.1 million subject to the Disgorgement Agreement, $6.2 million
of which was received during the first quarter of 2013.

On April 23, 2013, the Department of the Interior, on behalf of
the Bureau of Safety and Environmental Enforcement, issued an
order directing that the wells on the Gomez properties be shut in
and that operations cease.  Operations and production ceased on
the Gomez properties on April 30, 2013.  As a result of the shut-
in of the Gomez wells, the Company's cash flows attributable to
the ORRIs will be negatively affected, but it will continue to
receive its share of monthly production payments attributable to
the Telemark properties (and the Company's portion of the
production payments attributable to the Gomez properties prior to
April 30, 2013), subject to the Disgorgement Agreement referred to
above.  Of the $6.2 million of ORRI distribution the Company
received in the first quarter of 2013, $2.8 million was
attributable to Gomez production and $3.4 million was attributable
to Telemark production.

The disclosure was made in NGP Capital's earnings release for the
first quarter of 2013, a copy of which is available for free at
http://is.gd/kipqU5

                         About ATP Oil

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

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

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

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

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

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


AUGUSTA CENTER: Citizens' Objection to Cash Collateral Use Denied
-----------------------------------------------------------------
Bankruptcy Judge Susan D. Barrett overruled Citizens Trust Bank's
objection to Augusta Center LLC's motion to use cash collateral.

Augusta Center owns and operates a hotel at 103 Sherwood Drive, in
Augusta, Georgia.  It filed for bankruptcy on January 4, 2013,
when it failed to pay amounts due to Citizens Trust Bank.  The
Debtor previously made loans from the Bank and in exchange,
Augusta conveyed all its interest in leases, rent and revenues
from the Hotel to the Bank pursuant to a security deed.
Nevertheless, the Security Deed provides that the Bank grants the
Debtor a revocable license to collect and receive rent and
revenues.

Citizens argued that it took all necessary steps to revoke the
Debtor's license prepetition by sending a Revocation and Notice
and attempting to enter the Hotel to take possession of the rents.
As a result of taking these steps prepetition, Citizens argued the
rents are not property of the bankruptcy estate and cannot be used
by Debtor as cash collateral.  Furthermore, Citizens argued that
the Debtor waived its right of redemption under the terms of the
Security Deed.

Judge Barrett opined that the revocation of license may have given
Citizens a choate interest in the rents at the time of the
bankruptcy petition was filed, but it did not deprive the Debtor
of its equitable interest in the Hotel and the rent derived from
it.  In this case, the Debtor would be unable to reorganized if
deprived of the rent, the judge said.  "For these reasons, the
rents continue to be property of the bankruptcy estate."

The Court scheduled a hearing on the matter for April 25, 2013.

The case is In re AUGUSTA CENTER, LLC, Chapter 11, Debtor, Case
No. 13-10026 (Bankr. S.D.Ga.).  A copy of the Bankruptcy Court's
April 17, 2013 Opinion and Order is available at
http://is.gd/AkAk9xfrom Leagle.com.


B+H OCEAN: Plan of Reorganization Declared Effective
----------------------------------------------------
BankruptcyData reported that B+H Ocean Carriers' Second Amended
Joint Plan of Reorganization became effective, and the Company
emerged from Chapter 11 protection.

According to documents filed with the Court, "The Plan constitutes
a joint plan of reorganization for the eleven Debtors. Although
the Chapter 11 Cases are jointly administered pursuant to an order
of the Bankruptcy Court, the Plan does not provide for the
substantive consolidation of the Debtors' Estates, i.e., the
integrity of the separate Debtor estates is being observed in all
respects. The Plan's overall objective is to liquidate and
Distribute all Assets of the Debtors to holders of Allowed Claims
and Allowed Unclassified Claims in satisfaction of the Debtors'
obligations, in accordance with the priorities established by the
Bankruptcy Code, but taking into account the compromises and
settlements by and among the Debtors, the Committee and
Scotiabank, and the Debtors and Macquarie, and the Debtors'
agreements to provide value to fund the payment of administrative,
priority and general unsecured claims on the terms and conditions
set forth in the Macquarie Plan Term Sheet, the Scotiabank Plan
Term Sheet and the Plan with the following key features," BData
said, citing court documents.

The Court confirmed the Plan on February 1, 2013.

                     About B+H Ocean Carriers

B+H Ocean Carriers Ltd. is an international ship-owning and
operating company that owns, through subsidiaries, a fleet of
four product-suitable Panamax combination carriers capable of
transporting both wet and dry bulk cargoes, along with a 50%
interest in an additional combination carrier.

B+H Ocean Carriers and its subsidiaries filed voluntary Chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 12-12356) on May 30, 2012.
The Debtors disclosed assets of US$4.52 million and liabilities of
$46.09 million as of the Chapter 11 filing.

John H. Hall, Jr., Esq., at Pryor & Mandelup, L.L.P., in New York,
originally represented the Debtors as bankruptcy counsel.  They
were later replaced by Nicholas F. Kajon, Esq., John D. Demmy,
Esq., and Constantine D. Pourakis, Esq., at Stevens & Lee, P.C.

Counsel for the Creditors' Committee is Benjamin Blaustein, Esq.,
at Kelley Drye & Warren, LLP.  Counsel for Macquarie Bank and
Macquarie US is David Neier, Esq., at Winston & Strawn, LLP.  The
Bank of Nova Scotia Asia Limited is represented by Neil Quartaro,
Esq., at Watson, Farley & Williams (New York), LLP.


BEN ENNIS: To Present Plan for Confirmation on May 30
-----------------------------------------------------
Early last month, the U.S. Bankruptcy Court for the Eastern
District of California entered an amended order approving the
disclosure statement filed Dec. 14, 2012, as modified at the
hearing on March 27, 2013, by Wells Fargo Bank, N.A., in support
of its Plan of Liquidation for Debtor Ben Ennis.

May 8, 2013, is fixed as the last day for submitting written
acceptances or rejections of the plan, as well as the last day for
filing with the Court and serving pursuant to Federal Rule of
Bankruptcy Procedure 3020(b)(1) written objections to (1)
confirmation of the plan and (2) the proposed Plan Administrator.

May 15, 2013, is fixed as the last day for filing with the Court
and serving, among others: (a) written responses to objections to
confirmation of the plan; and b) a written tabulation of ballots
and copies of all ballots.

The hearing on confirmation of the plan will be held on May 30,
2013, commencing at 1:30 p.m.  In the event that the Court
determines that an evidentiary hearing is required, the hearing
will be scheduled as soon as practicable thereafter.

On April 12, 2013, Wells Fargo filed with the Bankruptcy Court a
disclosure statement for the Plan of Liquidation of Ben Ennis
dated Dec. 14, 2012.  Under the Plan, a Plan Administrator will be
appointed to collect all of Ennis's non-exempt assets acquired or
earned before the Plan Effective Date and liquidate all of
Estate's assets that can be productively liquidated.  The Plan
Administrator will take over management of the Estate on the date
the Plan becomes effective.

The maximum term of the Plan is six years, although Wells Fargo
believe the Estate's assets will be liquidated and the case closed
much sooner.

To the extent the Plan Administrator reasonably determines one or
a few of the real properties cannot be sold profitably, the Plan
Administrator has the right to abandon the property to the secured
lender of Ennis.

Unsecured creditors will be paid pro rata from assets of the
Estate remaining after payment of administrative, priority and
secured claims and creation of reserves.

Wells Fargo's secured claim (Class 2.3) with a current principal
balance in the approximate amount of $2,840,198 is secured by a
lien covering multiple parcels of real property, one of which is
owned by ECP and the rest of which are owned by the Estate or
Estate controlled company6ies.  At this time, this Claim is not in
default.  The Plan does not modify or affect the rights of Wells
Fargo.  The Plan Administrator is authorized to pay all payments
required under the loan underlying the Wells Fargo Claim, but will
have the option of not paying any such payments.  Wells Fargo
believes the properties securing its Class 2.3 Claim can be
profitably sold, and that the Plan Administrator will therefore
pay all payments due on its Claim.

Class 3 Unsecured claims, which total approximately $81 million,
are subject to Plan Administrator's rights to file claim
objections.  Wells Fargo estimates that holders of allowed
unsecured claims will receive a distribution in the range of 2.1%
to 6.7% of their Allowed Claims.  Holders of Allowed Class 3
Claims will be paid from Net Remaining Cash pro rata based on the
final Allowed amount of their Class 3 Claims.

Allowed Interests of Ennis against the Estate (Class 4) will not
receive any distributions under the plan, except: (a) property
abandoned to Ennis by the Plan Administrator; and (b)
distributions on account of his exemptions, as more fully
described on pages 22-23 of the disclosure statement.

A copy of the Disclosure Statement is available at:

          http://bankrupt.com/misc/benennis.doc1092.pdf

                       Plan Administrator

On April 24, 2013, Wells Fargo nominated David Stapleton as Plan
Administration under the Plan.  Any objection to the appointment
of Mr. Stapleton as Plan Administrator must be filed with the
Bankruptcy Court by May 8, 2013.  Mr. Stapleton is the President
of the Stapleton Group.  The Stapleton Group provides asset
management, bankruptcy, receivership, work out and forensic
accounting services.  According to the Group's website, it
specializes in the work out of distressed real estate assets and
businesses on behalf of banks, law firms, investment groups and
property owners.

Mr. Stapleton and Stapleton Group's employees agreed billing rates
are:

     Principal / Receiver          $295
     Managing Director             $285
     Director                      $265
     Senior Accountant             $200
     Associate Director            $175
     Staff Accountant              $150
     Clerical                       $85

                         About Ben Ennis

Porterville, California-based Ben Ennis, dba Ennis Homes, LLC,
filed its Chapter 11 Petition on Oct. 25, 2010, with Bankruptcy
Case No. 10-62315, before the U.S. Bankruptcy Court Eastern
District of California (Fresno).  Judge Frederick E. Clement
oversees the case.  Elizabeth E. Waldow, Esq., Riley C. Walter,
Esq., and Michael L. Wilhelm, Esq., represent the Debtor as
counsel.

Justin D. Harris, Esq., represents Chapter 11 Trustee Terence J.
Long as counsel.


BERNARD L. MADOFF: Trustee, Schneiderman Agree to Stay on Appeal
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that New York Attorney General Eric Schneiderman agreed to
hold up completing all but $15 million of a $410 million
settlement with feeder fund manager J. Ezra Merkin while the
trustee liquidating Bernard L. Madoff Investment Securities LLC
takes an expedited appeal to the U.S. Court of Appeals.

The report recounts that in mid-April U.S. District Judge Jed
Rakoff threw out a lawsuit by Madoff trustee Irving Picard
designed to halt settlement of the lawsuit the attorney general
began against Mr. Merkin in state court in April 2009.  Judge
Rakoff found that Mr. Picard waited too long and had no right to
halt the settlement because no property of the bankrupt estate was
involved to invoke the so-called automatic stay.

Last week Mr. Picard, the report discloses, filed an appeal to the
Circuit Court of Appeals in Manhattan.  Mr. Schneiderman agreed
not to distribute the settlement funds to Mr. Merkin's investors
except for $15 million.

Parts of the settlement that can and can't be completed are
unclear because the Merkin-Schneiderman settlement agreement has
been kept secret.

Mr. Picard's spokeswoman Amanda Remus said in an e-mailed
statement that "only when the Attorney General publicly shares the
terms of his settlement with the Merkin defendants can an
accurate, full and fair discussion take place regarding benefits
for customers."

Mr. Picard and Mr. Schneiderman agreed to an expedited appeal
where the trustee will file his papers in the appeals court by
June 6, followed by the attorney general's on July 19, and the
trustee's reply brief by Aug. 7.  So long as oral argument has
taken place in the appeals court by Dec. 31, the stay pending
appeal will remain in place until seven days after the circuit
court hands down a decision.

Mr. Picard wants to stop the settlement from concern that if Mr.
Merkin pays $410 million he won't have remaining assets to pay
judgments in the trustee's own suit against the feeder-fund
manager.  Mr. Picard also argued, unsuccessfully, that the
$410 million should go to him because it represents money stolen
from Madoff customers.

The dispute with Schneiderman in district Court is Picard
v. Schneiderman, 12-cv-06733, U.S. District Court, Southern
District of New York (Manhattan).  The lawsuit with Schneiderman
in bankruptcy court is Picard v. Schneiderman, 12-bk-01778, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

Mr. Picard has made three distributions, paying more than half of
smaller claims in full and satisfying just over 50 percent of
larger customer claims totaling more than $17 billion.


BG PETROLEUM: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: BG Petroleum, LLC
                121 Blackfoot Drive
                Arnold, MD 21012

Bankruptcy Case No.: 13-70334

Involuntary Chapter 11 Petition Date: May 3, 2013

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Johnstown)

Petitioners' Counsel: James R. Walsh, Esq.
                      SPENCE CUSTER SAYLOR WOLFE & ROSE
                      400 U.S. Bank Building
                      P.O. Box 280
                      Johnstown, PA 15907
                      Tel: (814) 536-0735
                      Fax: (814) 539-1423
                      E-mail: jwalsh@spencecuster.com

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Nyle and Joan Mellott              Debt upon Fuel         $263,680
99 West Riverview Avenue           Taxes
Englewood, FL 34223

Thomas and Ladonna Waters          Debt upon Fuel         $263,680
742 Ritchie Road                   Taxes
Everett, PA 15537

Clinton D. Simmons                 Debt upon Fuel          $87,893
201 Cliffside Acres Road           Taxes
Everett, PA 15537

Simmons K. Robert                  Debt upon Fuel          $87,893
1951 West Graceville Road          Taxes
Everett, PA 15537

Loretta M. Simmons                 Debt upon Fuel          $87,893
2028 West Graceville Road          Taxes
Everett, PA 15537


BIRDSALL SERVICES: Trustee Convinces Judge to Consider Sale
-----------------------------------------------------------
Ama Sarfo of BankruptcyLaw360 reported that a New Jersey
bankruptcy judge ordered a hearing Monday to determine whether
bankrupt engineering firm Birdsall Services Group Inc. should be
sold, after its bankruptcy trustee on Friday said Birdsall's
recent $3.6 million pay-to-play settlement and other events have
been catastrophic for the company.

According to the report, U.S. Bankruptcy Judge Michael B. Kaplan
scheduled the hearing for May 15, in response to Trustee Edwin H.
Stier's Friday motion asking that the court approve bidding
procedures.

                    About Birdsall Services

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

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

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

In April Birdsall reached a $3.6 million settlement that ended New
Jersey's opposition to the company's bankruptcy and resolves the
state's lawsuit aiming to seize Birdsall's assets.  As part of the
settlement, Edwin Stier, a member of Stier Anderson, was appointed
as Chapter 11 trustee for Birdsall.


BLACK PRESS: Revenue Decline Prompts Moody's to Cut CFR to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded Black Press Ltd.'s corporate
family rating to B3 from B2, its probability of default rating to
B3-PD from B2-PD, and affirmed the respective Ba3 and Caa1 ratings
on the company's secured term loans and unsecured subordinated
notes. Moody's also placed Black Press' ratings on review for
downgrade.

"The downgrade of Black Press' CFR to B3 reflects the prospect for
continued organic revenue declines given negative industry trends
as print advertising shifts to digital platforms," said Peter Adu,
Moody's analyst. "The revenue decline will constrain financial
flexibility and reduce the company's ability to repay debt from
internally generated cash flow," Adu added.

The review for downgrade is a function of near term refinancing
risks facing the company as its CAD136 million of term loans
mature in August 2013, and the higher interest rates that may
apply to any refinancing will further constrain free cash flow
generation.

Ratings and Outlook Actions:

Corporate Family Rating, Downgraded to B3 from B2

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

Outlook: Changed to On Review for Downgrade from Negative

CAD136 million Senior Secured Term Loans A & B due August 2013,
Affirmed at Ba3 (LGD2, 23%)

CAD110 million Unsecured Subordinated Notes due February 2014,
Affirmed at Caa1 (LGD5, 77%)

Ratings Rationale:

Moody's review will focus on the sustainability of Black Press'
capital structure and its ability to refinance both its term loans
and unsecured subordinated notes within the next several weeks.
Given the lack of visibility of future cash flows, it is not clear
what, if any, implied equity cushion supports the company's debt.
Should a refinancing not be completed by early June, it will be
presumed that the company's capital structure is not viable and
the rating will be downgraded, potentially by more than one notch.
Should a refinance be completed, the amount, cost and structure of
the debt, together with operational fundamentals, will be inputs
to a comprehensive review of the company's ability to service its
debt on a timely basis. The review is expected to be completed no
later than mid-June.

Black Press' B3 CFR reflects high business risk resulting from
secular industry pressures and vulnerability to cyclical
advertising spending, and the company's acquisitive growth
orientation, which could cause its leverage to increase (adjusted
Debt/EBITDA was 4.8x at fiscal yearend 2013). While the American
newspaper operations have shown some improvement, the Canadian
newspapers and commercial printing operations, which make up more
than 70% and 80% of total revenue and EBITDA respectively, have
recorded weaker results than anticipated driven by negative
secular trends in the newspaper publishing industry and soft
economic conditions. These trends are expected to continue as
print advertising shifts to digital platforms. The rating benefits
from the company's good market position in western Canada,
positive free cash flow generation and continued focus on debt
reduction. The rating also reflects the company's discipline
around cost reduction which has helped to maintain adjusted EBITDA
margins around 20%. Also, assets outside the restricted group that
generate about $20 million of annual EBITDA could potentially be
contributed to the company's lender group, leading to a modest
reduction in leverage and adding a measure of diversity to Black
Press' asset base.

The principal methodology used in rating Black Press was the
Global Publishing Industry Methodology published in December 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Black Press Ltd. is a privately-held community newspaper and
printing company headquartered in British Columbia, Canada. The
company publishes more than 150 daily and weekly newspapers in
British Columbia, Alberta, Washington and Ohio. Black Press Ltd.
is 80% owned by the David Black family and 20% by Torstar
Corporation.


BOOMERANG SYSTEMS: Cancels Joint Venture with Stokes Industries
---------------------------------------------------------------
Boomerang MP Holdings Inc., a subsidiary of Boomerang Systems,
Inc., terminated its joint venture agreement with Stokes
Industries USA, LLC, on April 21, 2013.

                      About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

Boomerang incurred a net loss of $17.42 million for the fiscal
year ended Sept. 30, 2012, compared with a net loss of $19.10
million during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $7.32 million
in total assets, $22.96 million in total liabilities and a
$15.63 million total stockholders' deficit.

                         Bankruptcy Warning

"Our operations may not generate sufficient cash to enable us to
service our debt.  If we were to fail to make any required payment
under the notes and agreements governing our indebtedness or fail
to comply with the covenants contained in the notes and
agreements, we would be in default.  Our debt holders would have
the ability to require that we immediately pay all outstanding
indebtedness.  If the debt holders were to require immediate
payment, we might not have sufficient assets to satisfy our
obligations under the notes or our other indebtedness.  In such
event, we could be forced to seek protection under bankruptcy
laws, which could have a material adverse effect on our existing
contracts and our ability to procure new contracts as well as our
ability to recruit and/or retain employees.  Accordingly, a
default could have a significant adverse effect on the market
value and marketability of our common stock," the Company said in
its annual report for the year ended Sept. 30, 2012.


BRIGHTSTAR CORP: S&P Revises Outlook to Stable & Affirms 'BB-' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Miami-based Brightstar Corp. to stable from negative.  At the same
time, S&P affirmed its 'BB-' corporate credit rating on the
company.  S&P also affirmed its 'BB-' issue-level rating with a
recovery rating of '4', indicating its expectation for average
(30%-50%) recovery for lenders in the event of a payment default.

The outlook revision reflects the company's significant progress
in resolving its internal control issues, as well as the recent
improvement in its operations and financial profile.

Standard & Poor's Ratings Services' rating expectations
incorporate its assumption for high-single-digit to low-double-
digit revenue growth in 2013 resulting from increasing global
wireless penetration and new OEM (original equipment
manufacturers) product launches.  S&P expects the company's
pursuit of higher-margin service-related businesses, such as
handset protection & insurance or buy-back & trade-in solutions,
will result in modest margin improvement in the next 12 months.

The ratings and outlook on Brightstar reflect S&P's assessment of
the company's "weak" business risk profile and "aggressive"
financial risk profile.  Brightstar's business risk profile
reflects its narrow focus on wireless device services and a highly
competitive industry environment.  Brightstar competes with larger
and more diversified companies that include electronics
distributor incumbents, like Ingram Micro and Tech Data, and other
providers of software and services to the wireless device
industry, like IBM, Oracle, and Accenture.

The company's expanding portfolio of services for the wireless
industry, international market presence, and strong secular
wireless device growth trends support our business evaluation.
The stable outlook reflects S&P's expectation that Brightstar
remedies its remaining internal control issues and generates
modest EBITDA growth over the next year.

S&P would lower the rating if Brightstar sustains leverage at or
above 4.5x, either because of increased working capital-related
borrowing to support less profitable growth, or a lack of EBITDA
growth due to escalating margin pressure.

S&P could raise the rating if consistent operating improvement
results in FFO to adjusted debt approaching 20%, and sustained
leverage below 3x.


BRISTOW GROUP: S&P Lowers Senior Unsecured Notes Rating to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issue-level
rating on Houston-based Bristow Group Inc.'s senior unsecured
notes to 'BB-' (one notch below the corporate credit rating) from
'BB'.  At the same time, S&P revised its recovery rating on these
notes to '5', indicating its expectation of modest (10% to 30%)
recovery in the event of a payment default, from '4'.

The 'BBB-'senior secured debt rating remains unchanged.  The
recovery rating on this debt remains '1', indicating S&P's
expectation of very high (90% to 100%) recovery in the event of a
payment default.

S&P's 'BB' corporate credit rating and stable outlook are
unchanged.

"The downgrade on the senior unsecured notes and revision of the
recovery rating reflects the lower recovery valuation following
the recently announced amended and restated credit facility, which
results in a $150 million increase in Bristow's credit facility to
$350 million from $200 million," said Standard & Poor's credit
analyst Marc Bromberg.

RATING LIST

Bristow Group Inc.
Corporate credit rating                   BB/Stable/--

Downgraded/Recovery Rating Revised
                                          To               From
Sr unsecd nts                            'BB-'            'BB'
  Recovery rating                         '5'              '4'


BUILDERS FIRSTSOURCE: Files Form 10-Q, Had $11.8MM Net Loss in Q1
-----------------------------------------------------------------
Builders Firstsource, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $11.80 million on $319.70 million of sales for the
three months ended March 31, 2013, as compared with a net loss of
$19.18 million on $219.38 million of sales for the same period
during the prior year.

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

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

                        http://is.gd/y1iy7C

                    About Builders FirstSource

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

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

                           *     *     *

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

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


CARPE MINUTE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Carpe Minute, LLC
        1609 Clearview Drive
        Brentwood, TN 37027

Bankruptcy Case No.: 13-03941

Chapter 11 Petition Date: May 3, 2013

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Randal S. Mashburn

Debtor's Counsel: Robert L. Scruggs, Esq.
                  ROBERT L. SCRUGGS, ATTORNEY
                  2525 21st Avenue South
                  Nashville, TN 37212
                  Tel: (615) 309-7090
                  Fax: (615) 309-7046
                  E-mail: bankruptcy@scruggslaw.com

Scheduled Assets: $1,300,000

Scheduled Liabilities: $390,000

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Todd Jackson, manager.


CASPIAN SERVICES: Five Directors Elected at Annual Meeting
----------------------------------------------------------
Caspian Services, Inc., held a special meeting in lieu of its 2013
annual meeting of shareholders on April 30, 2013.  At that
meeting, the shareholders:

   (1) elected Mirgali Kunayev, Alexey Kotov, Kerry Doyle, Valery
       Tolkachev, and Jeffrey Brimhall as directors to serve for
       one year, or until Company's 2014 Annual Meeting, and until
       their successors are duly elected and qualified, or until
       their death, resignation or retirement;

   (2) approved the adoption of an amendment to the Company's
       Articles of Incorporation to increase the authorized common
       stock of the Company, $0.001 par value, from 150,000,000
       shares to 500,000,000 shares;

   (3) ratified the adoption by the board of directors of the
       Company's Bylaws;

   (4) ratified the adoption by the board of directors of the
       Caspian Services, Inc., 2008 Equity Compensation Plan;

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

   (6) approved, on an advisory basis, to vote on the compensation
       of the Company's named executive officers every three
       years; and

   (7) ratified the appointment of Hansen, Barnett & Maxwell,
       P.C., as the Company's independent registered public
       accounting firm for the fiscal year ending Sept. 30, 2013.

                       About Caspian Services

Headquartered in Salt Lake City, Caspian Services, Inc., was
incorporated under the laws of the state of Nevada on July 14,
1998.  Since February 2002 the Company has concentrated its
business efforts to provide diversified oilfield services to the
oil and gas industry in western Kazakhstan and the Caspian Sea,
including providing a fleet of vessels, onshore, transition zone
and marine seismic data acquisition and processing services and a
marine supply and support base in the port of Bautino, in Bautino
Bay, Kazakhstan.

At Dec. 31, 2012, the Company's balance sheet showed $86.1 million
in total assets, $86.9 million in total liabilities, and a
stockholders' deficit of $768,000.

                    Going Concern Uncertainty

Under the terms of the EBRD Loan Agreement, as amended, Balykshi
LLP, the Company's majority owned subsidiary, is required to repay
the loan principal and accrued interest in eight equal semi-annual
installments commencing Nov. 20, 2011, and then occurring each
May 20 and November 20 thereafter until fully repaid.  The first
three semi-annual repayment installments, due Nov. 20, 2011,
May 20, 2012, and Nov. 20, 2012, were not made.

Additionally, an event of default may trigger the acceleration
clause in the Put Option Agreement with EBRD which would allow
EBRD to put its $10,000,000 investment in Balykshi back to the
Company.  If EBRD were to accelerate its put right, the Company
could be obligated to repay the initial investment plus a 20%
annual rate of return.  The balance of accelerated put option
liability was $18,326,000 and $17,822,000 as of Dec. 31, 2012, and
Sept. 30, 2012.

EBRD also previously notified the Company that it believes the
Company and Balykshi are in violation of certain other covenants
of the EBRD financing agreements.  As of Feb. 19, 2013, to the
Company's knowledge, EBRD has not sought to accelerate repayment
of the loan or the put option.

Should EBRD determine to exercise its acceleration rights or
should the Loan Restructuring Agreement with an otherwise
unrelated individual (the "Investor") not close, the Company
currently has insufficient funds to repay its obligations to
Investor or EBRD individually or collectively and would be forced
to seek other sources of funds to satisfy these obligations.
Given the Company's current and near-term anticipated operating
results, the difficult credit and equity markets and the Company's
current financial condition, the Company believes it would be very
difficult to obtain new funding to satisfy these obligations.  If
the Company is unable to obtain funding to meet these obligations,
Investor and or EBRD could seek any legal remedies available to
them to obtain repayment, including forcing the Company into
bankruptcy, or in the case of the EBRD loan, which is
collateralized by the assets, including the marine base, and bank
accounts of Balykshi and Caspian Real Estate, Ltd, foreclosure by
EBRD on such assets and bank accounts.

"The ability of the Company to continue as a going concern is
dependent upon, among other things, its ability to successfully
negotiate and conclude restructured financing agreements with EBRD
and the Investor and its ability to generate sufficient revenue
from operations, or to identify a financing source that will
provide the Company the ability to satisfy its repayment and
guarantee obligations under the restructured financing agreements.
Uncertainty as to the outcome of these factors raises substantial
doubt about the Company's ability to continue as a going concern,"
the Company said in its quarterly report for the period ended
Dec. 31, 2012.


CHAMPION INDUSTRIES: Defaults Under Fifth Third Credit Pacts
------------------------------------------------------------
Champion Industries, Inc., disclosed in a regulatory filing with
the Securities and Exchange Commission on May 3, 2013, that
lenders under its credit agreements may declare immediately due
and payable $34 million as a result of certain defaults.

The Company's term loan facilities and $10,000,000 revolving
credit facility with a syndicate of banks contain restrictive
financial covenants requiring the Company to maintain certain
financial ratios and to complete certain transactions.  Fifth
Third Bank, the administrative agent under the Restated Credit
Agreement, sent the Company a Notice of Default on April 25, 2013,
advising that Events of Default have occurred and continue to
exist for the Company under Section 7.1(b) of the Credit Agreement
by reason of:

   (a) Borrower's noncompliance with the minimum EBITDA covenant,
       set forth in Section 6.20(d) of the Credit Agreement, for
       the Test Period ended March 31, 2013, (October 2012 - March
       2013) (a required minimum EBITDA covenant amount of
       $4,100,000 opposite a reported result of $3,316,177); and

   (b) the Company's failure to perform the covenant set forth in
       Section 6.31(d) of the Credit Agreement (failure to
       complete, no later than March 31, 2013, the Designated
       Transaction).

Neither the Existing Defaults nor any other rights, remedies,
claims and causes or action are being waived by the Lender
Parties, and the Lender Parties have not determined what actions
they will take with respect to the Existing Defaults.

In connection with the Restated Credit Agreement, the Company and
all of its subsidiaries entered into a security agreement and
deeds of trust and mortgages in favor of the Administrative Agent
for the various lenders from time to time parties to the Restated
Credit Agreement, pursuant to which the Company and its
subsidiaries encumbered substantially all their assets for the
benefit of the secured parties, as collateral security for the
payment and performance of their obligations under the Restated
Credit Agreement.  The encumbered assets include substantially all
tangible and intangible assets of the Company and its subsidiaries
including, without limitation, substantially all accounts
receivable, inventory, equipment, real estate and stock of the
subsidiaries.

Regardless of the Company's inability to remain in compliance with
certain financial covenants, the Company has made every scheduled
payment of principal and interest.  The principal payments made by
the Company from the loan inception in September 2007 through
April 30, 2013, aggregated approximately $52.1 million or 60.9
percent of the initial balance outstanding at September 2007 of
approximately $85.5 million, during a significant economic and
secular downturn within the economy.

The Company has continued to work with the investment banking
group of Raymond James & Associates, Inc., to assist it with a
restructuring or refinancing of the existing debt and other
potential transaction alternatives.  The Company has also retained
a Chief Restructuring Officer to assist the Company in dealing
with its restructuring process.  The Company continues to have
ongoing dialogue with the Administrative Agent and the syndicate
of banks with respect to its credit facilities regarding the
Events of Default or an amendment/restructuring of the existing
debt.

                     About Champion Industries

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Champion Industries' ability to
continue as a going concern following the fiscal 2012 annual
results.  The independent auditors noted that the Company has
suffered recurring losses from operations and has been unable to
obtain a longer term financing solution with its lenders.

The Company reported a net loss of $22.9 million in fiscal 2012,
compared with a net loss of $4.0 million in fiscal 2011.

The Company's balance sheet at Jan. 31, 2013, showed
$43.81 million in total assets, $48.73 million in total
liabilities, and a $4.91 million total shareholders' deficit.


CHINA BOTANIC: Gets NYSE MKT Delisting Notice After Noncompliance
-----------------------------------------------------------------
China Botanic Pharmaceutical Inc., formerly Renhuang
Pharmaceuticals, Inc., on May 7 disclosed that on May 2, 2013, it
received a notice from the NYSE MKT LLC indicating that based on
the Company's noncompliance with its compliance plan previously
submitted by the Company on February 7 to regain compliance with
Sections 134 and 1101 of the NYSE MKT Company Guide by May 1, the
Exchange has made a determination to delist the common stock of
the Company from the Exchange.  The Delisting Notice indicated
that under Sections 1203 and 1009(d) of the Company Guide, the
Company has a limited right to appeal the Exchange's determination
by requesting an oral hearing or a hearing based on a written
submission before the Exchange's Listing Qualifications Panel.

In order to request a hearing, the Company must submit its appeal
request and pay the required fee by May 9, 2013.  If the Company
does not elect to appeal the determination by May 9, the
determination will be final and the Exchange will proceed to file
an application with the Securities and Exchange Commission to
delist the Company's common stock from the Exchange.

On January 31, 2013, the Company received a notice of failure to
satisfy a continued listing standard from the Exchange as a result
of the Company's failure to timely file its Form 10-K for the
fiscal year ended October 31, 2013.  In response to the letter
dated January 31, 2013, the Company submitted a plan of compliance
on February 14, outlining the actions that the Company has taken
and the Company's plans to bring it back into compliance by May 1.
The Plan was accepted on March 1.  On March 27, the Company
received another notice of failure to satisfy a continued listing
standard from the Exchange as a result of the Company's failure to
timely file its Form 10-Q for the period ended January 31. Due to
the similar nature of the deficiencies in the notices and the
inclusion of the filing timeline of the Form 10-Q in the Plan, the
Company was not required to submit another plan of compliance. The
Company was advised that it was subject to the procedures and
requirements of Section 1009 of the Company Guide as a result of
the delinquent filings.  In addition, it was advised that if the
Company did not bring it back into compliance with all of the
Exchange's continued listing standards within the timeframe
provided or did not make progress consistent with the Plan during
such plan period, the Exchange staff would initiate delisting
proceedings as appropriate.

The Company was unable to file its Form 10-K and Form 10-Q
pursuant to the Plan.  Due to new developments resulting in
Company's failure to meet the milestones set in the Plan, on April
12, the Company submitted an amended compliance plan and requested
an extension until June 15, 2013 to regain compliance.
Subsequently on April 24, the Company requested an additional
extension of its compliance end date to July 15. In light of the
Company's failure to make progress consistent with the Plan and
review of materials provided and discussions with the Company and
its representatives, the request for an extension of its
compliance end date to July 15 was denied.  The Exchange indicated
in the Delisting Notice that it did not believe the Company has
provided a reasonable demonstration of its ability to regain
compliance in such timeframe.

The Company intends to appeal the Exchange's determination by
requesting a hearing by written submission before the Panel, which
request will stay the delisting determination until at least such
time as the Panel renders a determination following the hearing.
The Company anticipates that the hearing will take place in
approximately six to eight weeks time.  The Company is undertaking
steps to address the deficiencies raised by the Exchange.
However, there can be no assurance that the Company will be
successful in its appeal and that the Company's request for
continued listing will be granted.

China Botanic Pharmaceutical Inc. -- http://www.renhuang.com-- a
is engaged in the research, development, manufacturing, and
distribution of botanical products, bio-pharmaceutical products,
and traditional Chinese medicines ("TCM"), in the People's
Republic of China.  All of the Company's products are produced at
its three GMP-certified production facilities in Ah City,
Dongfanghong and Qingyang.  The Company distributes its botanical
anti-depression and nerve-regulation products, biopharmaceutical
products, and botanical antibiotic and OTC TCMs through its
network of over 3,000 distributors and over 70 sales centers
across 24 provinces in China.


CIRCLE ENTERTAINMENT: To Restate 2012 Annual Report
---------------------------------------------------
The Audit Committee of the Board of Directors of Circle
Entertainment Inc., based on consultation with management,
concluded that the Company's audited consolidated financial
statements for the fiscal year ended Dec. 31, 2012, included in
the Company's annual report on Form 10-K for the fiscal year ended
Dec. 31, 2012, as previously filed with the Securities and
Exchange Commission, should no longer be relied upon as a correct
statement of the Company's financial condition as of Dec. 31,
2012.

The Company said it incorrectly classified and recorded the funds
it received under the funding agreement from the Orlando
transaction prior to Dec. 31, 2012, as debt on the 2012 Audited
Consolidated Financial Statements.  The funds received by the
Company under the funding agreement prior to Dec. 31, 2012, should
be classified and recorded on the 2012 Audited Consolidated
Financial Statements as contributions of equity.

The Company will restate the 2012 Audited Consolidated Financial
Statements.  The Company will file an amended Annual Report to
include that restated 2012 Audited Consolidated Financial
Statements with the SEC as soon as practicable.

The estimated effect of the restatement is to reclassify the debt
of $$3,981,616 as a like amount of contributions of equity.

In addition to the financial statement impacts of the restatement,
management acknowledges the implications of the restatement on the
effectiveness of the Company's internal control over financial
reporting as of Dec. 31, 2012.  A material weakness is a
deficiency, or combination of deficiencies, in internal control
over financial reporting, such that there is a reasonable
possibility that a material misstatement of the Company's annual
or interim financial statements will not be prevented or detected
on a timely basis.  Based on the definition of "material weakness"
in the Public Company Accounting Oversight Board's Auditing
Standard No. 5, "An Audit of Internal Control Over Financial
Reporting That Is Integrated with an Audit of Financial
Statements," the restatement of financial statements in prior
filings with the SEC is a strong indicator of the existence of a
"material weakness" in the design or operation of internal control
over financial reporting.  Accordingly, the Company has concluded
that as of Dec. 31, 2012, a material weakness existed due to the
fact that the Company did not maintain effective controls over its
accounting for funds it received under the funding agreement.

In addition, the Company has concluded that its disclosure
controls and procedures were ineffective at Dec. 31, 2012, because
of this material weakness.  If not remediated, this material
weakness could result in further misstatements of annual or
interim consolidated financial statements.

As a result of the decision to restate the 2012 Audited
Consolidated Financial Statements, the Company was informed by
L.L. Bradford & Company, LLC, in a letter dated May 2, 2013, that
it was withdrawing its audit report on the 2012 Audited
Consolidated Financial Statements included in the Company's Annual
Report on Form 10-K for the fiscal year ended Dec. 31, 2012.  That
withdrawal is required by the standards of the Public Company
Accounting Oversight Board (U.S.).

                     About Circle Entertainment

New York City-based Circle Entertainment Inc. has been pursuing
the development and commercialization of its new location-based
entertainment line of business since Sept. 10, 2010, which has and
will continue to require significant capital and financing.  The
Company does not currently generate any revenues from this new
line of business.  The Company has no long-term financing in place
or commitments for such financing to develop and commercialize its
new location-based entertainment line of business.

Circle Entertainment disclosed a net loss of $13.89 million on $0
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $5.27 million on $0 of revenue during the prior year.
The Company's balance sheet at Dec. 31, 2012, showed $1.23 million
in total assets, $20.31 million in total liabilities and a $19.08
million total stockholders' deficit.

L.L. Bradford & Company, LLC, in Las Vegas, Nevada, issued a
"going concern" qualification on the Company's consolidated
financial statements for the year ended Dec. 31, 2012.  The
independent auditors noted that the Company has limited available
cash, has a working capital deficiency and will need to rely on a
funding agreement or secure new financing or additional capital in
order to pay its obligations which conditions raise substantial
doubt about the Company's ability to continue as a going concern.


CITGO PETROLEUM: Fitch Affirms 'BB-' Issuer Default Ratings
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDR) for
CITGO Petroleum Corporation (CITGO) at 'BB-' and the company's
senior secured ratings (including the revolver, term loans, and
fixed-rate industrial revenue bonds [IRBs]) at 'BB+' and revised
the Outlook to Positive from Stable.

The rating action affects approximately $1.1 billion in balance
sheet debt.

Key Ratings Drivers:

CITGO's ratings are supported by the scale and quality of the
company's refining assets, with three high-complexity refineries
consisting of approximately 749,000 barrels per day (bpd) of
refining capacity on the Gulf Coast and Midcontinent; significant
access to price-advantaged Canadian and U.S. shale crudes,
resulting in strong financial performance and free cash flow
(FCF); the company's export capability out of the Gulf that allows
it to access higher growth markets abroad, especially distillates;
the impact of recent reductions in balance sheet debt; and
covenant protections in the senior indenture, which limit the
ability of CITGO's parent to dilute CITGO's credit quality.

Ratings Issues:

These positives are balanced by CITGO's strong operational linkage
to parent Petroleos de Venezuela (PDVSA), and indirectly to the
Venezuelan sovereign (both rated 'B+'; Negative Outlook by Fitch)
which is evidenced through CITGO's contracts to take approximately
250,000 bpd) of PDVSA crude at its Gulf coast refineries, frequent
appointment of PDVSA personnel to CITGO executive and board
positions, and procurement services agreements CITGO has with
PDVSA. Other considerations include the historical volatility of
refining; structural declines in the U.S. gasoline market, which
has seen demand declines in 5 of the last 6 years and now stands
at levels last seen in 1998; and the historical use of CITGO by
its parent as a cash cow.

Brent-WTI Spread:

CITGO has benefited from discounts associated with landlocked WTI
and other interior North American crudes, as embodied by the wide
Brent-WTI gap (averaging $18.50 in the first quarter of 2013
versus historical spreads in the +/-$3/barrel range). This gap has
been primarily driven by lack of pipeline options for fast-
expanding Canadian heavy and interior U.S. shale crudes (Permian,
Eagle Ford Bakken). While Fitch expects spreads will significantly
decline as new infrastructure comes online, these price
dislocations should continue to benefit CITGO into the medium term
and beyond. CITGO can run up to 200,000 bpd of such discounted
crudes in its Gulf Coast system, and approximately 100,000 bpd of
Canadian heavy crudes at its 167,000 bpd Lemont, IL refinery.

Improved Credit Metrics:

CITGO's credit metrics have shown continued improvement. As
calculated by Fitch, at Dec. 31, 2012, CITGO's total debt and
capitalized lease obligations fell to $1.37 billion versus $1.48
billion the year prior and $2.2 billion in 2009. Debt reductions
came from additional prepayments on Term Loan 'C', and scheduled
amortizations on the company's other term loans as well as its
capitalized hydrogen plant leases. The combination of debt
reductions and higher EBITDA pushed debt/EBITDA leverage down to
0.8x and EBITDA/interest coverage up to 11.2x at year-end 2012.

CITGO's latest 12 months (LTM) FCF was $249.7 million, net of cash
dividends paid to PDVSA of $377.9 million. Looking forward, Fitch
expects the company will continue to be FCF positive over the next
two years as it continues to upstream dividends to its parent.

Liquidity:

CITGO's liquidity was ample at year-end 2012 and totaled $1.43
billion. This included $262 million in cash; $739 million
available on its revolver; and $427 million in A/R Securitization
availability. In addition, CITGO had $290 million in repurchased
IRBs, which were held in Treasury and could be remarketed at the
company's discretion. Additional liquidity could come from
liquidation of inventory, or the sale of other assets. At year-end
2012 the market value of CITGO's inventories exceeded the recorded
cost by $2.6 billion. Headroom on key financial covenants was good
at year-end 2012 and included a debt-to-cap ratio of 33.6% (versus
a 60% max), and interest coverage of 13.6x versus (versus a
minimum of 3.0x). Near-term maturities are manageable and include
amortizations of existing term loans and capital leases over the
next three years.

Other Liabilities:

CITGO's other obligations are manageable. CITGO's pension was
underfunded by $353.5 million versus $303.5 million the year
prior, with the increase primarily driven by actuarial losses.

CITGO's 2012 contributions to its pension plans are expected to be
$59 million. Rental expense for operating leases declined to $126
million versus $142 million the year prior, and included product
storage facilities, office space, computer equipment, and vessels.
The company's Asset Retirement Obligation (ARO) was $18.75 million
for and was primarily linked to asbestos remediation.

Covenant Protections:

It is important to note that there are relatively robust covenant
protections in CITGO's secured debt which restrict the ability of
its parent to dilute CITGO's credit quality. These include a
debt/cap maximum of 60%, with a lower 55% test for purposes of
making distribution to the parent; and a restricted payment basket
which limits the ability of CITGO to make distributions to its
parent. While the $300 million in 2017 11.5% notes contain 'fall-
away' covenant provisions whicheliminate certain covenants in the
event CITGO achieves Investment Grade status (including the
restricted payment basket), it is important to note that CITGO's
remaining balance sheet debt does not contain such provisions.

The notching between the IDR and secured ratings reflects the
strength of the underlying security package, which was expanded in
2010 to include the 167,000 bpd Lemont refinery, in addition to
CITGO's Lake Charles and Corpus Christi refineries, and select
petroleum inventories and accounts receivables.

Ratings Sensitivities:

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

-- Continued strong financial performance at CITGO centered
    on maintenance of low debt/EBITDA leverage ratios and
    continued positive FCF;

-- Improved ratings at the parent level.

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

-- A collapse in refining fundamentals or sustained operational
    problem at one or more refineries;

-- Weakening or elimination of key covenant protections contained
    in the senior secured debt through refinancing or other means.

Note that this last action in particular would weaken the notching
rationale between parent and subsidiary, as the secured debt
covenants offer substantial protections to all CITGO debtholders.

Fitch has affirmed the following ratings for CITGO:

-- IDR at 'BB-';
-- Senior secured credit facility at 'BB+';
-- Secured term loans at 'BB+';
-- Secured notes at 'BB+';
-- Fixed-rate IRBs at 'BB+'.


CLAIRE'S STORES: To Redeem 9.25% Senior Notes Due 2015 on June 3
----------------------------------------------------------------
Claire's Stores Inc. has instructed The Bank of New York Mellon
Trust Company, N.A., as Trustee, under the indenture governing the
Company's 9.25% Senior Notes due 2015, to notify the holders of
the Notes that the Company will redeem $149,466,000 aggregate
principal amount of the Notes on June 3, 2013.  The redemption
price will be 100% of the aggregate principal amount plus accrued
but unpaid interest.

                      About Claire's Stores

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

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

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

                         Bankruptcy Warning

The Company said the following statement in its annual report for
the fiscal year ended Feb. 2, 2013.

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

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

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

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

                           *     *     *

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

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


CODA HOLDINGS: Coda Automotive Rejecting Former Calif. HQ Lease
---------------------------------------------------------------
CODA Holdings, Inc., and its affiliates seek authority from the
Bankruptcy Court to reject a lease for non-residential real
property located at 820 Broadway, Santa Monica, California.

Debtor Coda Automotive, Inc., as assignee of Miles Electric
Vehicles, is party to an April 21, 2010 lease agreement with
Tessler & Company.  Automotive used both the first and second
floors of the property, totaling 19,000 rentable square feet, for
its headquarters.  The lease expires Sept. 30, 2015, and costs the
Debtor $68,400 in monthly base rent.  The Debtor subleases
portions of the property to Iconmobile LLC and Worksocial LLC and
receives monthly payments of $30,000 each from Iconmobile and
Worksocial.

While Automotive formerly used the property for its headquarters,
it has since vacated the property to obtain benefits of certain
creditors.  The property, therefore, is no longer necessary for
the Debtors' business.  The rent payments from the subleases do
not cover the entire amount of rent payments due to the lessor.

                        About CODA Holdings

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

CODA Holdings, Inc., Coda Energy LLC and three other affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
13-11153) on May 1, 2013, to enable the Company to complete a
sale, confirm a plan, and emerge from bankruptcy in a stronger
position to execute its new business plan.  The Company expects
the sale process to take 45 days to complete.

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

CODA disclosed assets of $10 million to $50 million and
liabilities of less than $100 million.  The Debtors have incurred
prepetition a significant amount of secured indebtedness: secured
notes of with principal in the amount of $59.1 million; term loans
in the principal amount of $12.6 million; and a bridge loan with
$665,000 outstanding.  FCO and other bridge loan lenders have
"enhanced priority" over other secured noteholders that did not
participate in the bridge loans, pursuant to the intercreditor
agreement.

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


CODA HOLDINGS: Wins Approval to Pay Critical Vendors
----------------------------------------------------
CODA Holdings, Inc., and its affiliates sought and obtained
bankruptcy court approval to pay prepetition claims of critical
vendors in the ordinary course of business.  The order provides
that payments to critical vendors will not exceed $65,000 in the
aggregate, without prejudice to the Debtors' right to seek further
relief increasing total payments to vendors.

Because they do not have any viable alternatives to obtain
substitute goods or services form other vendors or providers, the
Debtors sought authority to satisfy prepetition claims of entities
identified as "critical vendors" to ensure that the goods and
services will continue to be available to the Debtors through the
conclusion of the sales process without interruption.

Aside from payments to critical vendors, Bankruptcy Judge
Christopher S. Sontchi, following a hearing on May 3, approved
other first day motions, including requests by the Debtors to
continue using their bank accounts, prohibit utilities from
discontinuing services, pay prepetition wages and benefits to
employees, and maintain their insurance programs.

                        About CODA Holdings

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

CODA Holdings, Inc., Coda Energy LLC and three other affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
13-11153) on May 1, 2013, to enable the Company to complete a
sale, confirm a plan, and emerge from bankruptcy in a stronger
position to execute its new business plan.  The Company expects
the sale process to take 45 days to complete.

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

CODA disclosed assets of $10 million to $50 million and
liabilities of less than $100 million.  The Debtors have incurred
prepetition a significant amount of secured indebtedness: secured
notes of with principal in the amount of $59.1 million; term loans
in the principal amount of $12.6 million; and a bridge loan with
$665,000 outstanding.  FCO and other bridge loan lenders have
"enhanced priority" over other secured noteholders that did not
participate in the bridge loans, pursuant to the intercreditor
agreement.

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


CODA HOLDINGS: Former Employee Commences Class Action Suit
----------------------------------------------------------
Tony Bulchack has commenced an adversary proceeding in Bankruptcy
Court after CODA Holdings Inc. and its affiliates terminated 125
employees in December without advance notice.  Mr. Bulchak seeks
class action status.

Mr. Bulchak was employed by the Debtors, and worked at the
facility located at 2340 S. Fairfax Avenue, Los Angeles,
California, until his termination on or about Dec. 14, 2012.  He
is pursuing a claim for relief for violation of 29 U.S.C. Sec.
2101 et seq. on his own behalf and on behalf of all other
similarly situated former employees, pursuant to 29 U.S.C. Sec.
2104(a)(5) and Federal Rules of Civil Procedure, Rule 23(a) and
(b), who worked at or reported to one of the Debtors' facilities
and were terminated without cause in December, and within 30 days
of that date, or were terminated without cause as the reasonably
foreseeable consequence of the mass layoffs and/or plant closings
by the Debtors in December, and who are affected employees, within
the meaning of 29 U.S.C. Sec. 2101(a)(5).

The plaintiff and the putative class are represented by:

         Frederick Rosner, Esq.
         Julia Klein, Esq.
         THE ROSNER LAW GROUP LLC
         824 N. Market St., Suite 810
         Wilmington, DE 19801
         Telephone: (302) 777-1111

              - and -

         Jack A. Raisner, Esq.
         Rene S. Roupinian, Esq.
         OUTTEN & GOLDEN LLP
         3 Park Avenue, 29th Floor
         New York, NY 10016
         Telephone: (212) 245-1000

                        About CODA Holdings

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

CODA Holdings, Inc., Coda Energy LLC and three other affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
13-11153) on May 1, 2013, to enable the Company to complete a
sale, confirm a plan, and emerge from bankruptcy in a stronger
position to execute its new business plan.  The Company expects
the sale process to take 45 days to complete.

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

CODA disclosed assets of $10 million to $50 million and
liabilities of less than $100 million.  The Debtors have incurred
prepetition a significant amount of secured indebtedness: secured
notes of with principal in the amount of $59.1 million; term loans
in the principal amount of $12.6 million; and a bridge loan with
$665,000 outstanding.  FCO and other bridge loan lenders have
"enhanced priority" over other secured noteholders that did not
participate in the bridge loans, pursuant to the intercreditor
agreement.

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


COLT DEFENSE: Moody's Keeps 'Caa1' CFR After New Sales Pact
-----------------------------------------------------------
Moody's Investors Service said that Colt Defense LLC's April 2013
amendment to its commercial rifle memorandum of understanding with
Colt's Manufacturing Company, Inc. to jointly coordinate the
marketing and sales of rifles into the commercial market as a
moderate credit positive for Colt Defense. Colt Defense's ratings
remain unchanged including its Caa1 Corporate Family Rating and
negative outlook.

Colt Defense LLC, headquartered in West Hartford, CT, manufactures
small arms weapons systems for individual soldiers and law
enforcement personnel for the U.S. military, U.S. law enforcement
agencies, and foreign militaries. The company also modifies its
rifles and carbines for civilian use and sells them to its
affiliate, Colt's Manufacturing, which resells them into the
commercial market. Revenues for the last twelve months ended March
31, 2013 totaled $233 million.


COMMERCIAL METALS: Moody's Rates Sr. Unsec. Notes Due 2023 'Ba2'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to senior
unsecured notes due 2023 ("2023 Notes") being offered by
Commercial Metals Company.  The 2023 Notes will be issued under a
"well-known seasoned issuer" shelf, which will be assigned a
provisional (P)Ba2 senior unsecured rating.

At the same time, Moody's affirmed the company's Ba1 Corporate
Family Rating, Ba1-PD Probability of Default Rating and Ba2 rating
on its senior unsecured debt. The SGL-2 Speculative Grade
Liquidity Rating remains unchanged. The outlook is negative. CMC
intends to use the net proceeds of the offering to tender for and
redeem outstanding balances under its 5.625% senior unsecured
notes due November 2013 ($200 million outstanding, "2013 Notes")
and for general corporate purposes. The rating on the 2013 Notes
will be withdrawn once the instruments have been fully redeemed.

Assignments:

Issuer: Commercial Metals Company

Senior Unsecured Regular Bond/Debenture, Assigned Ba2, LGD4, 66%

Affirmations:

Issuer: Commercial Metals Company

Probability of Default Rating, Affirmed Ba1-PD

Corporate Family Rating, Affirmed Ba1

Senior Unsecured Regular Bond/Debenture Nov 15, 2013, Affirmed
Ba2, LGD4, 66%

Senior Unsecured Regular Bond/Debenture Jul 15, 2017, Affirmed
Ba2, LGD4, 66%

Senior Unsecured Regular Bond/Debenture Aug 15, 2018, Affirmed
Ba2, LGD4, 66%

Ratings Rationale:

CMC's Ba1 Corporate Family Rating considers the improving trends
in the company's financial results following the 2009 recession
but reflects the fact that profit margins and other debt
protection metrics remain weak relative to the rating with an EBIT
margin of 3.6% (including Moody's standard accounting adjustments)
for the twelve months ending February 28, 2013. The rating also
reflects Moody's expectations that, despite the absence of the
unprofitable CMC Sisak subsidiary in Croatia, and undertaking a
number of other right sizing actions, including a focus on
reducing costs and the closure of several rebar facilities
domestically and internationally, further improvement in debt
protection metrics will proceed at a slow pace. This principally
reflects Moody's view that the steel industry in the U.S. still
faces headwinds and that performance in CMC's Americas Fabrication
segment will remain challenged. Although activity in the
commercial construction industry is showing improving
fundamentals, the rate of improvement remains slow and Moody's
expects it will be 2014 before a more solid recovery emerges. In
addition, the rating incorporates the company's vulnerability to
the volatility in steel demand and prices.

Given still-weak industry dynamics, particularly in non-
residential construction which is a major end market for CMC's
mills and fabrication facilities, Moody's believes that CMC's
operating performance in 2013 will be flat to slightly down
relative to 2012. Reflective of the still-challenging environment
and normal seasonality in CMC's business, three of the company's
five segments reported lower operating profits for the six months
ending February 28, 2013 compared with the prior-year period.
Results in the Americas Recycling, Americas Mills and
International Mill segments continue to be affected by the slow
economic recovery and import price competition in the U.S., and
ongoing economic and sovereign crisis in Europe. Furthermore,
profitability under the International Marketing and Distribution
segment has contracted year-over-year during the second fiscal
quarter of 2013 due to weaker than expected demand in Australia.
While the Americas Fabrication has evidenced improving results in
recent periods, the segment reported a loss during the second
quarter 2013 as weak construction off-take persisted across the
broader U.S. market. Therefore, Moody's does not anticipate that
CMC's EBIT margin to exceed 4% in 2013.

The SGL-2 speculative grade liquidity rating reflects Moody's
expectation of good liquidity over the next four quarters, during
which Moody's expects that CMC's free cash flow and cash balances
($170 million at February 28, 2013) will remain sufficient to fund
all working capital and capital expenditure requirements. The
company's external liquidity sources include a $300 million
revolving credit facility expiring in December 2016 and $200
million accounts receivable securitization program expiring in
December 2014. Although the revolver was undrawn at February 28,
2013, there could be some usage from time to time to support
seasonal working capital requirements. Furthermore, should the
proposed transaction be completed (including the full redemption
of the 2013 Notes) under the terms and timing currently being
contemplated, CMC will no longer be required to maintain a minimum
liquidity of at least $150 million in excess of the outstanding
principal under the 2013 Notes -- a requirement that was scheduled
to commence on May 15, 2013.

The Ba2 rating of the senior unsecured notes reflects the impact
of the revolving credit facility (unrated by Moody's) and priority
accounts payables on the liability waterfall in Moody's Loss Given
Default (LGD) Methodology and the lower position of the senior
unsecured debt in the capital structure. While the revolver
currently is secured only by the pledge of stock of material
domestic and certain foreign subsidiaries, it requires the pledge
of receivables and inventory should the company's ratings be
downgraded to levels as specified in the credit agreement.
Therefore, under Moody's LGD Methodology, the revolver is treated
as having an effectively senior position resulting in potential
higher loss absorption for the unsecured debt.

The negative outlook reflects Moody's view of the still-
challenging environment facing the steel industry over the next 12
to 18 months as well as its expectations that the commercial
construction industry will not show meaningful signs of
strengthening until 2014. As a consequence, CMC's performance
remains vulnerable to these market conditions. The outlook also
reflects the volatility of the steel markets and of steel prices,
which Moody's expects to continue to be a factor in calendar year
2013.

CMC's rating could be downgraded if economic weakness and
increased competition dampen sales growth, leading to a
deterioration in operating performance and credit metrics.
Quantitatively, the rating could be downgraded if the EBIT margin
does not show improvement towards 4%, and debt-to-EBITDA and EBIT-
to-interest expense are likely to be sustained above 4.0 times and
below 2.5 times, respectively.

The rating is unlikely to be upgraded in the near term, given the
challenges facing CMC. The rating could be upgraded should
economic fundamentals in the U.S. strengthen and evidence better
sustainability than has been experienced in recent years.
Quantitatively, the rating could be upgraded if the debt-to-EBITDA
ratio is sustainable at or below 3.0 times, the EBIT-to-interest
ratio above 4.0 times and the (operating cash flow less
dividends)/debt ratio sustainable above 25%.

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

Headquartered in Irving, Texas, Commercial Metals Company
manufactures steel through its four minimills and one micromill in
the United States. It also has a presence in Europe through its
minimill in Poland after recently exiting and closing its
operations in Croatia (CMC Sisak). Furthermore, CMC operates steel
fabrication facilities, a copper tube mill, ferrous and nonferrous
scrap metal recycling facilities, and is involved in the marketing
and distribution of steel, other metals and industrial raw
materials. CMC generated revenues of approximately $7.4 billion
and shipped approximately 5 million tons of steel in the 12 months
ending February 28, 2013.


COMMERCIAL METALS: S&P Assigns 'BB+' Rating to $300MM Sr. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB+'
issue-level rating (the same as the corporate credit rating) to
Commercial Metals Co.'s (CMC) proposed $300 million senior notes
due 2023.  The recovery rating on the notes is '3', indicating
S&P's expectation for a meaningful (50% to 70%) recovery in the
event of a payment default.  The notes are being issued under the
company's shelf registration for well-known and seasoned issuers
filed May 6, 2013.

The notes will be senior unsecured obligations and will rank
equally with all of CMC's existing and future unsecured and
unsubordinated indebtedness.  The company intends to use the
proceeds from this offering to repurchase its $200 million notes
due 2013 and for general corporate purposes.

The 'BB+' rating and stable outlook on Dallas-based CMC reflect
the combination of what S&P considers to be the company's "fair"
business risk and "significant" financial risk.  S&P base these
assessments on the competitive and highly cyclical nature of the
steel industry in general, and CMC's sharply lower profitability
during the recent downturn in particular.  S&P believes that these
factors will be somewhat offset over the longer term by the
diversity of CMC's metals-related business mix, as well as
management's ability to realign the company's cost structure with
the current environment.

"For our rating on CMC, we expect adjusted debt to EBITDA to be
below 4x and funds from operations (FFO) to debt in excess of 20%.
We estimate that these measures were about 3.5x and 23%,
respectively, for the trailing 12 months ended Feb. 28, 2013.  We
expect fiscal 2013 adjusted EBITDA (CMC's fiscal year ends in
August) will be between $350 million and $400 million, or flat to
down compared with 2012 levels, owing to a still weak
nonresidential construction market and softness in Europe.  We
anticipate a gradual improvement in volumes along with a pickup in
the U.S. economy.  This should result in better capacity
utilization rates and a leaner cost structure, boosting the
company's profitability in fiscal 2014.  As a result, we expect
adjusted debt to EBITDA of between 3x and 4x in fiscal 2013 and
2014, with FFO to debt of between 20% and 25%.  We consider these
measures to be in line with the current rating.  In addition, the
company's "strong" liquidity provides support for the rating," S&P
noted.

RATINGS LIST

Commercial Metals Co.
Corporate credit rating                        BB+/Stable/--

New Ratings
$300 million senior notes                     BB+
  Recovery rating                              3


COOPER STREET: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Cooper Street Holdings, Inc.
          dba Village Creek Self Storage
        900 Thomas Crossing
        Burleson, TX 76028

Bankruptcy Case No.: 13-42013

Chapter 11 Petition Date: May 3, 2013

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Behrooz P. Vida, Esq.
                  THE VIDA LAW FIRM, PLLC
                  3000 Central Drive
                  Bedford, TX 76021
                  Tel: (817) 358-9977
                  Fax: (817) 358-9988
                  E-mail: filings@vidalawfirm.com

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

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

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

The petition was signed by Jerry Cunningham, president.


COPANO ENERGY: S&P Raises Corporate Credit Rating From 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on U.S. midstream energy company Copano Energy LLC
to 'BBB-' from 'B+' and removed it from CreditWatch, where S&P
placed it with positive implications on Jan. 30, 2013.  S&P raised
the rating on Copano's senior unsecured notes due 2018 to 'BBB-'
from 'B'.  S&P also raised the rating on Copano's senior unsecured
notes due 2021 to 'BBB' from 'B' based on a guarantee provided by
KMP. Copano's outlook is stable.

Standard & Poor's corporate credit rating on Copano reflects its
"fair" business risk profile and "significant" financial risk
profile, as S&P's criteria define the terms.  Copano's business
risk profile improved to "fair" from "weak" as it is now wholly
owned by an operationally stronger and more diverse company in
KMP.  Copano's financial risk profile also improved to
"significant" from "aggressive" and is aligned with KMP's
financial risk profile.  S&P expects KMP to control Copano's
financial policies.  Copano is a wholly owned subsidiary of KMP,
which is Kinder Morgan Inc.'s master limited partnership (MLP).
As of Dec. 31, 2012, Copano had about $1 billion of reported debt.

"We assess Copano's stand-alone credit quality at 'BB'.  While we
provide some degree of ratings uplift for Copano compared with
KMP's rating, we do not fully align Copano's rating with that of
KMP," said Standard & Poor's credit analyst William Ferara.

This reflects S&P's view that Copano is not a core subsidiary of
KMP mainly due to its small size relative to KMP's other
businesses.  However, S&P still views Copano to have a meaningful
amount of strategic importance to KMP.  KMP's strong support for
Copano's debt obligations, as evidenced by the guarantee on the
2021 notes and using its revolving credit facility to fund its
growth projects, are key considerations.


CROWN HOLDINGS: Fitch Affirms & Withdraws 'BB+' IDR
---------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn all of its
ratings on Crown Holdings, Inc., and its subsidiaries Crown Cork &
Seal Company, Inc. (CCS), Crown Americas, LLC. (CA), and Crown
European Holdings, SA (CEH).

Fitch simultaneously affirms and withdraws the following ratings:

Crown:

-- Issuer Default Rating (IDR) at 'BB+';

CCS:

-- IDR at 'BB+';
-- Senior unsecured notes at 'BB'.

CA:

-- IDR at 'BB+';
-- Senior secured term facility at 'BBB-';
-- Senior secured revolving facility at 'BBB-';
-- Senior unsecured notes at 'BB+'.

CEH:

-- IDR at 'BB+';
-- Senior secured euro term facility at 'BBB-';
-- Senior secured euro revolving facility at 'BBB-';
-- Senior unsecured notes at 'BB+'.

The Rating Outlook is Stable.

Fitch has decided to discontinue the rating, which is
uncompensated.


DUNE ENERGY: Amends Credit Agreement with Bank of Montreal
----------------------------------------------------------
Dune Energy, Inc., entered into the Second Amendment to Amended
and Restated Credit Agreement among the Company, certain of the
lenders party to the Amended and Restated Credit Agreement dated
as of Dec. 22, 2011, and Bank of Montreal as administrative agent
for the lenders.

Prior to the amendment, the Credit Agreement provided that the
Company would not, as of the last day of any fiscal quarter,
beginning on March 31, 2013, and thereafter, permit its ratio of
Total Debt as of that day to EBITDAX for the immediately preceding
four fiscal quarters ending on that day to be greater than 4.0 to
1.0.  Among other items, the Amendment to the Credit Agreement
provides that:

    (i) the Company will not, as of the last day of the fiscal
        quarter ending March 31, 2013, permit its ratio of Total
        Debt as of that day to EBITDAX for the immediately
        preceding four fiscal quarters ending on that day to be
        greater than 5.0 to 1.0; and

   (ii) the Company will not, as of the last day of the fiscal
        quarter ending June 30, 2013, permit its ratio of Total
        Debt as of that day to EBITDAX for the immediately
        preceding four fiscal quarters ending on that day to be
        greater than 4.5 to 1.0.

On Sept. 30, 2013, and thereafter, the Company will not, as of the
last day of the fiscal quarter, permit its ratio of Total Debt as
of that day to EBITDAX for the immediately preceding four fiscal
quarters ending on such day to be greater than 4.0 to 1.0.

The Amendment to the Credit Agreement reaffirms that the Company's
Borrowing Base is $50,000,000.

A copy of the Amendment to the Credit Agreement available for free
at http://is.gd/w9LzZN

                         About Dune Energy

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

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


DYNASIL CORP: Alan Levine Elected to Board of Directors
-------------------------------------------------------
Alan B. Levine was elected to a newly-created seat on the Board of
Directors Dynasil Corporation of America.  Mr. Levine will serve
as the chairman of the Audit Committee of the Board of Directors.

Mr. Levine, 69, brings to Dynasil over 40 years of financial and
leadership experience, including 13 years as a Chief Financial
Officer for companies in the financial, educational and technology
industries.  His experience includes serving as a director on four
different public company boards, including his current positions
on the boards of Magnetek, Inc., and RBC Bearings Incorporated,
where he also serves on the Audit Committees.

"Alan's extensive financial experience significantly expands the
Board's depth of expertise," said Dynasil Chairman Peter Sulick.
"We are pleased to welcome him to the Dynasil board and to his
role as chairman of the Audit Committee.  We look forward to
benefitting from his Audit Committee experience and strategic
insights."

Mr. Levine spent 24 years in public accounting with Ernst & Young
LLP, where he became an Audit Partner.  He earned his Master of
Accountancy from the University of Arizona and a B.A. from the
University of Vermont.

Mr. Levine will be entitled to receive the same compensation
for his service on the Board as the Company's other non-
employee directors.

                           About Dynasil

Watertown, Mass.-based Dynasil Corporation of America (NASDAQ:
DYSL) -- http://www.dynasil.com/-- develops and manufactures
detection and analysis technology, precision instruments and
optical components for the homeland security, medical and
industrial markets.

The Company reported a net loss of $4.30 million for the year
ended Sept. 30, 2012, as compared with net income of $1.35 million
during the prior fiscal year.  Dynasil's balance sheet at
Sept. 30, 2012, showed $37.46 million in total assets, $18.62
million in total liabilities and $18.84 million in total
stockholders' equity.

                        Going Concern Doubt

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012, citing default with the financial
covenants under the Company's outstanding loan agreements and a
loss from operations which factors raise substantial doubt about
the Company's ability to continue as a going concern.

                             Default

The Company is in default of the financial covenants under the
terms of its outstanding indebtedness with Sovereign Bank, N.A.,
and Massachusetts Capital Resource Company for its fiscal fourth
quarter ended Sept. 30, 2012.  These covenants require the Company
to maintain specified ratios of earnings before interest, taxes,
depreciation and amortization (EBITDA) to fixed charges and to
total/senior debt.  A default gives the lenders the right to
accelerate the maturity of the indebtedness outstanding.
Furthermore, Sovereign Bank, the Company's senior lender has an
option option to impose a default interest rate with respect to
the senior debt outstanding, which is 5% higher than the current
rate.  None of the lenders has has taken any actions as of January
15.

The Company had approximately $9 million of indebtedness with
Sovereign Bank and $3.0 million of indebtedness with Massachusetts
Capital, which is subordinated to the Sovereign Bank loan, as of
as of Sept. 30, 2012.  The Company said it is current with all
principal and interest payments due on all its outstanding
indebtedness, through January 15.

"If our lenders were to accelerate our debt payments, our assets
may not be sufficient to fully repay the debt and we may not be
able to obtain capital from other sources at favorable terms or at
all.  If additional funding is required, this funding may not be
available on favorable terms, if at all, or without potentially
very substantial dilution to our stockholders.  If we do not raise
the necessary funds, we may need to curtail or cease our
operations, sell certain assets and/or file for bankruptcy, which
would have a material adverse effect on our financial condition
and results of operations," the Company said in the regulatory
filing


EAGLE RECYCLING: Hires CohnReznick as Financial Advisors
--------------------------------------------------------
Eagle Recycling Systems, Inc., et al., ask the U.S. Bankruptcy
Court for permission to employ CohnReznick LLP as financial
advisors.  The firm, will among other things, provide these
services:

a) gaining an understanding of the Debtors' corporate structure,
   related parties and status of books and records and reporting
   systems;

b) assisting the Debtors in the preparation of short and long term
   projections (Balance Sheet, Profit and Loss and Cash Flows)
   through analysis of historical financial statements and
   financial information, inquiries to management and analysis of
   historical information including the reasonableness of
   projected margins, accounts payable and expense levels, if
   necessary; and

c) assisting the Debtors in the preparation of a 13-week cash flow
   forecast and budget, and other similar financial documents or
   presentations as this case progresses.

Lieze Associates, which does business as Eagle Recycling of New
Jersey, filed for Chapter 11 bankruptcy in U.S. Bankruptcy Court
in New Jersey, with combined assets of $10.5 million and
liabilities of $13.6 million.


EASTMAN KODAK: Terminates Purchase Agreement With Brother
---------------------------------------------------------
Eastman Kodak Company, on behalf of itself and its bankruptcy
estate, entered into an Asset Purchase Agreement with Brother
Industries, Ltd., pursuant to which Brother would have acquired
certain assets and would have assumed certain obligations
primarily related to Kodak's Document Imaging business.

On April 28, 2013, the Company delivered to Brother a notice of
termination of the Brother Agreement, which termination became
effective immediately.  The Company terminated the Brother
Agreement based on its decision to pursue a transaction with KPP
Trustees Limited, the Company's largest creditor in the Company's
bankruptcy proceedings.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EDISON MISSION: Incurs $82-Million Net Loss in First Quarter
------------------------------------------------------------
Edison Mission Energy filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $82 million on $307 million of operating revenue for the three
months ended March 31, 2013, as compared with a net loss of $82
million on $343 million of operating revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2013, showed $7.54
billion in total assets, $6.80 billion in total liabilities and
$740 million in total equity.

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

                        http://is.gd/EBYvv0

                      About Mission NewEnergy

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

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

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

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

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


EMMIS COMMUNICATIONS: To Repurchase $500,000 Preferred Stock
------------------------------------------------------------
The Board of Directors of Emmis Communications Corporation
approved a repurchase program for the Company's 6.25% Series A
Non-Cumulative Convertible Preferred Stock under which the Company
may repurchase up to $500,000 in aggregate purchase price of its
Preferred Stock commencing May 9, 2013.

The Company may repurchase its Preferred Stock from time to time
in amounts and at prices the management of the Company deems
appropriate, based on its evaluation of market conditions and
other considerations.  The Company's repurchase may be executed
using a combination of open market purchases, privately negotiated
agreements, written repurchase plans or other transactions.  The
repurchases will be funded from cash on hand or available
borrowings.  The Preferred Stock repurchase program may be
modified, extended, suspended or discontinued at any time without
prior notice.

The Compensation Committee of Emmis Communications's Board of
Directors adopted a new bonus plan for the fiscal year ending
Feb. 28, 2014.  Under the plan, bonuses paid to the Company's
executive officers will be based entirely on the attainment of
specified EBITDA goals.

On May 2, 2013, the Board of the Company adopted an amendment to
the Company's Second Amended and Restated Code of By-Laws,
effective immediately.  The amendment added a new Section 3.16 of
the By-Laws to provide for the use of electronic signatures in
connection with Board actions by written consent.

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

                        http://is.gd/IoecEZ

                     About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

                           *     *     *

Emmis carries Caa2 corporate family rating and a Caa3 probability
of default rating from Moody's.

In July 2011, Moody's Investors Service placed the ratings of
Emmis on review for possible upgrade following the company's
earnings release for 1Q12 (ended May 31, 2011) including
additional disclosure related to the pending sale of controlling
interests in three radio stations.  The sale of the majority
ownership to GCTR will generate estimated net proceeds of
approximately $100 million to $120 million, after taxes, fees and
related expenses.  Emmis will retain a minority equity interest in
the operations of the three stations and Moody's expects senior
secured debt to be reduced resulting in improved credit metrics.

The Company's balance sheet at Aug. 31, 2012, showed $287.53
million in total assets, $258.60 million in total liabilities,
$46.88 million in series A cumulative convertible preferred stock,
and a $17.94 million total deficit.


ENERGY XXI: Moody's Changes Outlook on 'B2' CFR to Stable
---------------------------------------------------------
Moody's Investors Service changed Energy XXI Gulf Coast, Inc.'s
rating outlook to stable from positive and affirmed its B2
Corporate Family Rating, B2-PD Probability of Default Rating and
B3 senior unsecured notes rating. The Speculative Grade Liquidity
rating was changed to SGL-3 from SGL-2, reflecting adequate
liquidity. The outlook was changed to stable from positive.

"The change in outlook to stable reflects the announced debt-
financed share buyback program, combined with slower than expected
growth in reserves and production," said Saulat Sultan, Moody's
Vice President -- Senior Analyst. "EXXI's focus on bringing
spending more in line with cash flows is positive. However, its
horizontal drilling program and less emphasis on ultra-deep
efforts is a departure from prior strategy and add to uncertainty
about its future direction."

Affirmations:

LT Corporate Family Rating of B2

Probability of Default Rating of B2 - PD

Senior Unsecured Rating of B3

Downgrades:

Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2

Outlook Actions:

Outlook, Changed to Stable from Positive

Ratings Rationale:

The B2 CFR reflects EXXI's geographic concentration in the US Gulf
of Mexico in light of unique challenges associated with operating
there, relatively small scale, moderating production growth
profile, and a delay in deleveraging driven by the announced debt-
funded share buyback program. However, the company's "oily" asset
profile, high exposure to Brent-like pricing and resulting solid
cash margins, promising initial results from its horizontal
drilling program, and a renewed emphasis on managing capital
spending in line with cash flows are credit positive. Moody's
notes that EXXI's focus on horizontal drilling and less emphasis
on the non-operated ultra-deep program adds to uncertainty about
future strategic direction. The company has not realized any
benefit in terms of reserves or production from its significant
investments totaling more than $250 million through June 30, 2012
in ultra-deep program in the GoM.

The SGL-3 rating reflects Moody's view of adequate liquidity
through early 2014. EXXI amended its revolving credit facility in
April 2013 to increase the commitments under the facility to $1.7
billion, increase the borrowing base to $850 million and extend
the maturity to April 2018. The facility was further amended in
early May 2013 to modify the restricted payments basket to allow
for the announced stock repurchase.

The company had previously outspent cash flow on a consistent
basis, but is expected to reduce capital spending to track cash
flows going forward. However, revolver usage will still be very
high going forward. This is driven by the existing March 31, 2013
balance of approximately $213 million, $225 million in letters of
credit associated with the acquisition of certain ExxonMobil
assets, and up to $250 million of announced share buyback to be
financed with the revolver. The company is expected to be well
within the maintenance covenants under the revolving credit
facility and there are no significant maturities until 2017. All
EXXI assets are encumbered; hence there are limited alternate
sources of liquidity.

EXXI's stable outlook reflects the expected steady growth in its
reserve base and production profile. It also incorporates Moody's
expectation that its horizontal drilling program achieves
projected results and that no additional shareholder-friendly
actions will be undertaken until leverage metrics improve. The
rating could be downgraded if EXXI's debt / average daily
production ratio remains above $38,000 / barrel of oil equivalent
per day (boe/d) on a sustained basis or if its debt / proved
developed reserves ratio remains at or above $15/boe range for an
extended period of time. A rating upgrade could be considered if
the average daily production approaches 70,000 boe/d while debt /
proved reserves remains below $12/boe on a sustained basis.

The B3 rating on the senior unsecured debt reflects both the
overall probability of default of EXXI, to which Moody's assigns a
PDR of B2-PD, and a Loss Given Default of LGD 5 (74%). The notes
are subordinated to the senior secured credit facility's potential
priority claim to the company's assets. The size of the potential
senior secured claims relative to the senior unsecured notes
results in the senior notes being rated one notch below the B2 CFR
under Moody's Loss Given Default Methodology.

The principal methodology used in this rating was the Global
Independent Exploration and Production Industry published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Energy XXI (Bermuda) Limited which is headquartered in Hamilton;
Bermuda is engaged in the exploration and production of oil,
natural gas liquids and natural gas.


EURAMAX INTERNATIONAL: Seven Directors Re-Elected to Board
----------------------------------------------------------
In lieu of an annual meeting, Euramax Holdings, Inc., solicited
written consents from stockholders of the Company for purposes of
re-electing the Company's directors.  James G. Bradley, Jeffrey A.
Brodsky, Mitchell B. Lewis, Michael D. Lundin, Alvo M. Oddis, Trey
B. Parker, III, and Brian T. Stewart were re-elected as directors
to a term of one year expiring at the 2014 annual meeting of
stockholders.

                           About Euramax

Based in Norcross, Georgia, Euramax International, Inc., is a
leading international producer of aluminum, steel, vinyl and
fiberglass products for original equipment manufacturers,
distributors, contractors and home centers in North America and
Western Europe. The Company was acquired for $1 billion in 2005 by
management and Goldman Sachs Capital Partners.

Euramax Int'l has subsidiaries in Canada (Euramax Canada, Inc.),
United Kingdom (Ellbee Limited and Euramax Coated Products
Limited), and The Netherlands (Euramax Coated Products B.V.), and
France (Euramax Industries S.A.).

The Company reported a net loss of $62.71 million in 2011, a net
loss of $38.54 million in 2010, and a net loss of $85.62 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $636.72
million in total assets, $712.54 million in total liabilities and
a $75.81 million total shareholders' deficit.

                            *     *     *

As reported by the TCR on Dec. 13, 2012, Moody's Investors Service
downgraded Euramax International, Inc.'s corporate family rating
and probability of default rating to Caa2 from Caa1.  The
downgrade reflects Moody's expectation that the turmoil in
global financial markets and weakness in Europe will continue to
hamper Euramax's revenues and operating margins as well as weaken
key credit metrics.

As reported by the TCR on July 30, 2009, Standard & Poor's Ratings
Services raised its ratings on Norcross, Georgia-based Euramax
International Inc., including the long-term corporate credit
rating, to 'B-' from 'D'.

"The ratings upgrade reflects the company's highly leveraged,
although somewhat improved, financial risk profile following a
recent out-of-court restructuring," said Standard & Poor's credit
analyst Dan Picciotto.  "As a result of the restructuring,
Euramax's second-lien debtholders received equity and about half
of its new $513 million of first-lien debt is pay-in-kind,
providing some cash flow benefit," he continued.


FAIRWEST ENERGY: Alberta Regulator Issues Cease Trade Order
-----------------------------------------------------------
FairWest Energy Corporation on May 6 disclosed that, consistent
with its announcement of April 29, 2013, FairWest did not file its
annual financial statements and corresponding management
discussion and analysis for the year ended December 31, 2012 under
applicable securities laws.

As a result of the filing defaults, a cease trade order was issued
by the Alberta Securities Commission and on May 3, 2013, the TSX
Venture Exchange suspended trading in the Company's securities.

TSXV has advised the Company that failure to meet the continued
listing requirements and satisfactorily comply with TSXV
requirements will result in transfer of FairWest securities after
August 1, 2013 to NEX, a trading forum for listed companies that
have fallen below TSXV's ongoing listing standards.

                      About FairWest Energy

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

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


FBLN INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: FBLN, Inc.
          dba Pacific Aluminum Co
              PAC Glazing Solutions
        7533 W. Bostian Road
        Woodinville, WA 98072

Bankruptcy Case No.: 13-14150

Chapter 11 Petition Date: May 3, 2013

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Marc Barreca

Debtor's Counsel: Larry B. Feinstein, Esq.
                  VORTMAN & FEINSTEIN
                  500 Union Street, Suite 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  E-mail: feinstein2010@gmail.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/wawb13-14150.pdf

The petition was signed by Fred Baruch, president.


FIRST INDUSTRIAL: Leasing Gains Cue Moody's to Upgrade Ratings
--------------------------------------------------------------
Moody's Investors Service upgraded senior secured rating for First
Industrial L.P. to Ba2 from Ba3 and raised preferred stock rating
for First Industrial Realty Trust to B1 from B2. Moody's further
maintained positive rating outlook for First Industrial.

The following ratings were upgraded with a positive outlook:

First Industrial Realty Trust, Inc. -- preferred stock at B1
First Industrial L.P. --senior unsecured debt at Ba2

Ratings Rationale:

This rating action reflects First Industrial's progress in leasing
up its portfolio as evidenced by increased occupancy rates to
89.6% for the quarter ended March 31, 2013 from 87.4% in the same
quarter a year earlier. The upgrade also reflects significant
deleveraging accomplished by First Industrial to 6.0x net
debt/EBITDA for Q1'13 from 7.1x for Q1'12. The REIT's effective
leverage (including debt and preferred stock) similarly declined
to 43.3% at March 31, 2013 from 51.5% the year earlier. Also
positively, First Industrial increased its fixed charge to 2.1x
for Q1'13 from 1.86x for Q1'12 and maintained its secured debt at
manageable levels (22.2% at March 31, 2013, expected to decline to
under 20% by year-end). The REIT's liquidity has also been stable.

First Industrial's development pipeline has increased slightly to
3.2% of gross assets or a little over $100 million. Moody's views
development as a risk; however, at this level it does not perceive
it to be material for the REIT and note that First Industrial has
recently built and successfully leased a 300,000 SF warehouse in
Inland Empire.

The positive rating outlook reflects Moody's expectation that
First Industrial will continue to benefit from favorable trends in
the industrial sector. Moody's expects the REIT's leasing momentum
to continue, and its occupancy and profitability to grow in the
near term.

An upgrade would depend on First Industrial further growing its
occupancy closer to 92%, maintaining its fixed charge and net
debt/EBITDA at a minimum at current levels (approximately 2.1x
fixed charge coverage and 6.0x net debt/EBITDA for Q1'13), and its
secured debt under 20%. Moody's would also expect the REIT to have
ample liquidity at all times and do not anticipate material growth
in either the development pipeline or the joint venture platform.

Negative rating pressure will result from any leasing or
operational challenges that would cause First Industrial's credit
profile to deteriorate beyond current levels.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.

First Industrial Realty Trust, Inc. (NYSE: FR) is REIT which owns,
manages and has under development approximately 67.3 million
square feet of industrial space including bulk and regional
distribution centers, light industrial, and other industrial
facility types. At March 31, 2013, the REIT had $2.6 billion in
assets and $1.3 billion in equity.


GATEHOUSE MEDIA: Incurs $17.6 Million Net Loss in First Quarter
---------------------------------------------------------------
Gatehouse Media, Inc., reported a net loss of $17.62 million on
$110.91 million of total revenues for the three months ended
March 31, 2013, as compared with a net loss of $13.37 million on
$117.97 million of total revenues for the three months ended
April 1, 2012.

The Company's balance sheet at March 31, 2013, showed $446.06
million in total assets, $1.29 billion in total liabilities and a
$844.17 million total stockholders' deficit.

Commenting on GateHouse Media's results, Michael E. Reed, chief
executive officer of GateHouse Media, said, "We continue to make
strides in our new growth initiatives, particularly in the roll
out of Propel Marketing, our digital solutions company.  While
still a small part of GateHouse, Propel's new business pipeline is
growing and revenues in the first quarter surpassed all of 2012
revenues, which contributed to our overall 14.9% digital growth.
We are still making net investments in this initiative as we ramp
up the business, which negatively impacted our year over year
expense and profit comparisons in the quarter."

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

                        http://is.gd/2KbLsn

                        About GateHouse Media

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

For the 12 months ended Dec. 30, 2012, the Company incurred a net
loss of $30.33 million, as compared with a net loss of $22.22
million for the 12 months ended Jan. 1, 2012.

                          Bankruptcy Warning

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

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


GATZ PROPERTIES: Long Island Club to Have Sale Contract in 10 Days
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of the Long Island National Golf Course in
Riverhead, New York, expects to sign a contract in the next ten
days committing a so-called stalking horse buyer to submit the
first bid at auction.  The club said there are a "myriad" of
interested buyers.

According to the report, the disclosure was made in a motion filed
last week for a 45-day expansion of the exclusive right to propose
a Chapter 11 reorganization plan.  If granted by the bankruptcy
court at a May 20 hearing, the new deadline would be June 14.

The public course is worth $7.7 million, according to a court
filing when the Chapter 11 reorganization began in July.

                       About Gatz Properties

Gatz Properties LLC filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 12-74493) on July 20, 2012, in Central Islip, New York.
The Company scheduled $7,877,511 in assets and $7,892,130 in
liabilities.  Bankruptcy Judge Alan S. Trust oversees the Debtor's
case.  Salvatore LaMonica, Esq., at LaMonica Herbst and
Maniscalco, in Wantagh, New York, serves as counsel.


GENERAC POWER: Moody's Rates Proposed $1.15-Bil. Term Loan 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B2 to Generac Power Systems,
Inc. proposed $1.15 billion Senior Secured Term Loan, the proceeds
of which will support a refinancing of Generac's existing term
loan and fund a special dividend of approximately $340 million.

Additionally, Moody's affirmed Generac's corporate family rating
at B2, probability of default at B2-PD, and speculative grade
liquidity at SGL2. The rating outlook was revised to Stable from
Positive. These ratings are subject to change to the extent that
the terms of the refinancing or legal structure are inconsistent
with what has been previously communicated to Moody's. The rating
on the company's existing Term Loan will be withdrawn subsequent
to the refinancing.

Ratings Rationale:

Generac's B2 Corporate Family and Probability of Default Ratings
incorporate the company's leverage and track record of a
shareholder friendly financial policy, geographic concentration,
and limited product offering. However, the ratings also recognize
the company's well established market position, impressive brand
recognition, and strong anticipated cash flow generation for the
rating category. The ratings and outlook are also supported by
Generac's good liquidity profile and the expectation that positive
free cash flow should support deleveraging subsequent to the
transaction. The following rating actions have been taken,
subsequent to Moody's review of final documentation:

Corporate Family Rating, affirmed at B2

Probability of Default, affirmed at B2-PD

SGL, affirmed at SGL2

$1.15 billion Term Loan, assigned B2 LGD4 55%

The following rating will be withdrawn after the transaction's
close:

$900 million Term Loan, previously B2 LGD4 55%

The ratings outlook was revised to Stable from Positive

The B2 rating on the proposed $1.15 billion Senior Secured Term
Loan reflects its first priority lien on fixed assets and
intangibles and through cross-collateralization with the new $150
million Senior Secured ABL (unrated), a second priority lien on
all ABL collateral. The facilities are guaranteed by the company's
wholly owned domestic restricted subsidiaries and on a senior
basis by Generac Acquisition Corporation, which is a wholly-owned
subsidiary of Generac Holdings Incorporated that is also a party
to the Guarantee and Collateral Agreement as a guarantor. The
proposed ABL has a first priority lien on ABL collateral
(primarily inventory and accounts receivable).

Generac's SGL-2 reflects that the company is anticipated to have a
good liquidity profile over the near-term. The company's liquidity
is supported by free cash flow to debt that is anticipated to be
over 10% annually and full availability on its proposed $150
million revolving credit facility. The facility has a covenant --
lite structure and moreover, the company is not considered to have
meaningful unencumbered assets that can be sold to generate
liquidity without affecting its core operations.

The stable outlook reflects a history of shareholder dividends,
including a dividend in 2012 of over $400 million, the most recent
of which is to significantly erode shareholder's equity.
Shareholder equity as of December 31, 2012 was approximately $400
million versus a contemplated dividend of approximately $342
million. The outlook also reflects Moody's expectation of
continued strong overall operating performance and healthy
margins. The company's cash flow generation before dividends
benefits from low capital expenditure requirements.

In order for positive rating traction to occur, the company must
have a clearer dividend policy that is meaningfully less taxing on
its balance sheet than its past dividends. The rating or outlook
could benefit if the company's leverage was below 4.0 times on a
sustainable basis combined with EBITDA to interest coverage over
3.5 times.

The rating or outlook could be downgraded if free cash flow to
debt falls below 5% or if debt to EBITDA increases to 5.5 times or
higher. A debt-financed acquisition or additional large dividend
payments that further weaken the company's balance sheet could
also result in negative rating action. The outlook could become
negative if margins were to weaken as a result of factors like
increased competition from low-cost foreign manufacturers or the
company's inability to pass on rising steel costs to its
customers.

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

Generac Power Systems, Inc. is a leading designer and manufacturer
of a wide range of generators and other engine powered products in
U.S., Canada, and Mexico. The company has approximately 3,000
employees and had approximately $1.2 billion in revenues for its
fiscal year ended December 31, 2012.


GENERAL MOTORS: Fitch Expects to Rate Sr. Unsecured Notes 'BB'
--------------------------------------------------------------
Fitch Ratings has maintained the Rating Watch Positive on General
Motors Financial (GMF). The ratings were placed on Rating Watch
Positive on Nov. 28, 2012 following the announcement of GMF's plan
to acquire Ally Financial Inc.'s international operations (IO) in
Latin America, Europe, and China.

Fitch also expects to rate GMF's senior unsecured notes 'BB' on
Rating Watch Positive. Proceeds are expected to be used to fund a
portion of the Ally IO acquisition, repay the inter-company loan,
and for general corporate purposes. A full list of rating actions
follows at the end of this press release.

Key Rating Drivers

The Rating Watch Positive reflects Fitch's view that following the
successful close of remaining outstanding portions of the Ally
acquisition, GMF will be a 'core' subsidiary to its parent,
General Motors Company (GM), as defined in Fitch's criteria
'Rating FI Subsidiaries and Holding Companies,' published in
August 2012. Fitch would expect to resolve the Rating Watch and
align GMF's ratings with those of GM (long-term IDR 'BB+'/Outlook
Stable), subject to regulatory approval and anticipated
transaction closing, which is expected by year-end 2013.

For more information on Fitch's rationale for placing GMF on
Rating Watch, please see 'Fitch Places GM Financial on Watch
Positive Upon Announced Acquisition of Ally's Intl Operations',
dated Nov. 28, 2012.

The expected unsecured debt rating is equalized with the ratings
assigned to GMF's existing senior unsecured debt as the new notes
will rank equally in the capital structure. The equalization also
reflects Fitch's expectation that unsecured debt as a percentage
of total debt will increase following the close of the IO
acquisition, thus increasing the unencumbered asset base for
unsecured note holders.

Historically, GMF has had an articulated long-term leverage
target, as defined as earning assets to tangible equity, of 6.0-
8.0x. GMF's calculated leverage was 4.1x as of Dec. 31, 2012.
While the company has been operating below its target, Fitch
believes leverage will remain within the articulated range
following the debt issuance and closing of the acquisition, albeit
with less cushion relative to the target. Fitch calculated
leverage, as measured by debt to tangible equity, was 3.3x at
Dec. 31, 2012. Fitch expects debt to tangible equity to increase
to around 5.5x on a pro forma basis for the debt issuance.

Rating Sensitivities

On April 2, 2013, GMF announced it had completed the acquisition
of Ally's operations in Germany, the U.K., Italy, Sweden,
Switzerland, Austria, Belgium, The Netherlands, Chile, Columbia,
and Mexico. GMF is still waiting to close on Ally's operations in
France, Portugal, Brazil and China, pending regulatory and certain
other approval. The company expects the final three to close by
year-end 2013 or early 2014.

Resolution of the Rating Watch Positive will be evaluated in the
context of the success of the closing and integration of the
remainder of the international assets. The ratings could be
upgraded and equalized to those of its parent, based on Fitch's
belief that the acquisition makes GMF a core subsidiary to GM. The
equalization of the ratings would be supported by GM assets
accounting for a larger portion of GMF's total portfolio, an
increase in GM-related earnings at GMF, the $2 billion cash
injection from the parent, of which $1.3 billion was contributed
in April with the first closing, and GMF's ability to borrow on
the new GM bank facility.

The ratings could be affirmed in the event GMF is unable to
successfully close and integrate the international assets, the
parent does not provide additional equity to maintain adequate
capitalization at GMF, and/or GMF is unable to tap the GM revolver
for additional liquidity.

Positive rating momentum will be limited by Fitch's view of GM's
credit profile. Fitch cannot envision a scenario where the captive
would be rated higher than its parent.

Negative rating action could be driven by a change in the
perceived relationship between the parent and subsidiary, such as
if Fitch believed that GMF has become less core to the parent's
strategic operations or adequate financial support was not
provided in a time of crisis. Additionally, the recognition of
consistent operating losses, a material increase in leverage
beyond management's articulated range, and/or deterioration in the
company's liquidity profile could also yield negative rating
action.

Fitch maintains the following GMF ratings on Rating Watch
Positive:

-- Long-term Issuer Default Rating (IDR) 'BB';
-- Senior Unsecured Debt 'BB'.

Fitch expects to assign the following ratings:

General Motors Financial

-- New senior unsecured notes 'BB'; Rating Watch Positive.


GENERAL MOTORS: S&P Affirms 'BB' ICR & Rates $2BB Notes 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed the 'BB'
issuer credit rating on General Motors Financial Co. Inc. (GM
Financial) and assigned 'BB-' ratings to the proposed senior
unsecured notes of $2 billion.  The outlook is stable.

GM Financial announced that it will issue $2 billion of senior
unsecured notes to partially fund its acquisition of certain
international operations of Ally Financial Inc.  GM Financial is
acquiring Ally's operations in multiple geographies, and the
acquisitions of operations in France, Portugal, Brazil, and China
have not yet closed.  The balance of the required funding will
come from a $2.0 billion equity contribution from GM (of which
$1.3 billon was contributed on April 1), unsecured debt and
borrowings on the company's intercompany line of credit with GM,
and GM Financial's excess liquidity.  On a pro forma basis, the
total acquisition will roughly double the company's balance sheet
and will increase leverage (debt to equity) to more than 4.25x
from about 2.5x.

"The company had clearly communicated its acquisition funding plan
to us earlier this year," said Standard & Poor's credit analyst
Kevin Cole.  "And our March 2013 analysis incorporated the strong
likelihood that the company would raise significant unsecured debt
and raise its leverage as it closed the first phase of the
acquisition in the first half of 2013."

"We consider GMF to be a strategically important subsidiary of
General Motors Co. (GM), which boosts the long-term issuer credit
rating of GM Financial by two notches to 'BB', above the 'b+'
stand-alone credit profile (SACP).  The international operations
acquisitions will increase GM Financials GM-related assets to 70%
of total assets, on a pro forma basis, from roughly 40% as of
Dec. 31, 2012.  Although we believe the acquisition will increase
GM Financial's strategic importance to GM, we believe that GM
Financial's domestic role would need to grow further to warrant a
core designation.  On a pro forma basis, GM Financial remains
largely encumbered by credit facilities and securitization notes
payables, and the company will finance the acquired international
operations with existing financing platforms, using secured and
unsecured funding.  As a result of this de facto subordination,
our rating on the senior unsecured debt is 'BB-', one notch lower
than the issuer credit rating," S&P added.

"The outlook is stable, reflecting our view that we are unlikely
to rate GM Financial the same as GM during the next 12 months,"
said Mr. Cole.  "The outlook on GM is also stable.  Nevertheless,
we believe that GM Financial's role within GM will become more
important during the next few years as GM continues to build its
domestic commercial business, begins to offer a prime retail loan
product in North America in 2014, and integrates the acquired
international operations.  As such, we will continue to assess GM
Financial's role based on the growing proportion of GM
originations in GM Financial's receivables portfolio, especially
in the U.S.  This could result in GM Financial being designated as
a core captive subsidiary.  If this occurs, we could raise the
rating on GM Financial so that it is equal to that on its parent.
However, if GM Financial's performance were to suffer and we
lowered our stand-alone assessment by multiple notches, we could
lower the rating on the company".


GLOBAL TEL*LINK: S&P Revises Outlook & Affirms 'B' CCR
------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Mobile, Ala.-based prison phone provider Global Tel*Link Corp.
(GTL) to stable from positive.  S&P affirmed its 'B' corporate
credit rating on the company.

At the same time, S&P assigned the company's new first-lien credit
facilities a 'B' issue-level rating and a '3' recovery rating, and
assigned the new second-lien term loan a 'CCC+' issue-level rating
and '6' recovery rating.  The '3' recovery rating assigned to the
first-lien debt indicates S&P's expectation of meaningful (50% to
70%) recovery for lenders in the event of a payment default.  The
'6' recovery rating on the second-lien debt indicates S&P's
expectation of negligible (0%-10%) recovery in the event of a
default.  The company will use proceeds from the new credit
facilities to refinance the existing credit facilities, as well as
pay a $275 million dividend to the equity owners.

Pro forma for the planned dividend recapitalization, GTL's
leverage will increase to more than 6x from about 4.4x for 2012.
"Our outlook revision to stable from positive reflects our
expectation that leverage will remain in the low-6x area over the
next year, even with some expected discretionary debt repayment,"
said Standard & Poor's credit analyst Catherine Cosentino.  In
S&P's view, the higher leverage limits prospects for an upgrade
over the next year, which would have required the company to
maintain leverage of no higher than 4.5x on an ongoing basis.
Also as a result of the heightened leverage from the transaction,
S&P has revised the company's financial risk profile to "highly
leveraged" from "aggressive".

The ratings on GTL also take into account S&P's assessment of a
"weak" business risk profile, which has not changed.  Although
GTL's call volume has recently improved, revenue per call has
continued to decline due to a migration to cheaper alternatives
(local calls versus long-distance calls).  S&P expects this to
contribute to a modest revenue contraction in 2013 and 2014 as the
company is challenged to grow its top line.  However, GTL has
continued to reduce bad debt expense through the ongoing shift in
revenue mix to prepaid calls, which now makes up over 90% of total
revenue.  S&P believes a further shift to prepaid, as well as an
increased focus on the company's ancillary services, could
contribute to some modest improvement in profitability.

The rating outlook is stable.  S&P expects leverage to remain in
the low-6x area over the next year.

Given the company's consistent pattern of leveraging its balance
sheet to accommodate dividend recapitalizations and changes in
ownership over the past several years, S&P is not likely to raise
the rating even if leverage declines to around the 4.5x area,
unless S&P believes that financial sponsors have materially
changed their financial policy to incorporate a maximum ongoing
leverage threshold.

Conversely, S&P could lower the rating if weak inmate telecom
demand, in conjunction with loss of key contracts or lower renewal
rates, and a failure to improve margins contributes to EBITDA
declines of more than 6% and results in sustained leverage
exceeding 6.5x.  A more aggressive financial policy, including
debt-funded shareholder enhancement activity, could also prompt a
downgrade if leverage were to approach 7x.


GLOBALSTAR INC: Forbearance with Noteholders Extended to May 13
---------------------------------------------------------------
Globalstar, Inc. on May 6 disclosed that the forbearance agreement
with respect to the Company's 5.75% Convertible Senior Notes due
2028 has been amended to extend the forbearance period through
11:59 pm (ET) on May 13, 2013 as negotiations with the forbearing
note holders continue.  In addition, the extension will allow
additional time as the Company seeks to obtain the required
consents from the Company's senior secured lenders with respect to
an exchange transaction.  To the extent this process is not
complete by May 13, 2013, the forbearance agreement may be
extended further by agreement of the parties; however, there is no
assurance any further extension will be provided.

Jay Monroe, Globalstar's Chairman and CEO, said, "This latest
extension was necessary as we continue the process of seeking
necessary approvals from the Company's secured lenders.  We
believe that we are in the final stages of negotiating the
transaction and look forward to completing an exchange transaction
that satisfies all participants."

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

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

                        About Globalstar

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


GMX RESOURCES: David Lucke Quits From Board
-------------------------------------------
David Lucke notified GMX Resources Inc. of his resignation from
the Company's Board of Directors, effective as of May 2, 2013.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City.  GMXR has 53 producing wells in Texas & Louisiana,
24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.

The Company's balances sheet at Sept. 30, 2012, showed $343.14
million in total assets and $467.64 million in total liabilities.

GMX Resources filed a Chapter 11 petition in its hometown (Bankr.
W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders
can buy the business in exchange for $324.3 million in first-lien
notes.  As of the Petition Date, GMXR had long-term debt of
approximately $427 million (outstanding principal amount):

                                                Outstanding
                                                 Principal
                                                 ---------
Senior Secured Notes due December 2017         $324,340,000
Senior Secured Second-Priority Notes due 2018   $51,500,000
Convertible Senior Notes due May 2015           $48,296,000
Senior Notes due February 2019                   $1,970,000
Joint Venture Financing                          $1,261,000
                                               ------------
    Total                                      $427,367,000

The Debtors tapped Andrews Kurth, LLP, as bankruptcy counsel,
Crowe & Dunlevy as conflicts counsel, Jefferies LLC as investment
banker and Epiq Bankruptcy Solutions, LLC as claims and notice
agent.


GMX RESOURCES: NGP Writes Off $12.7MM in Subordinated Notes
-----------------------------------------------------------
NGP Capital Resources Company on May 7 said it has written off its
investment in GMX Resources' bonds following GMX's bankruptcy
filing.

In connection with the bankruptcy filing, GMX announced that it is
pursuing an asset purchase agreement with certain senior first-
lien creditors to acquire substantially all of GMX's operating
assets and undeveloped acreage.  Once the contemplated asset
purchase agreement with such senior creditors is finalized, the
sale would then be subject to a public auction, pursuant to
procedures to be approved by the Bankruptcy Court.

NGP Capital holds $12.7 million face amount of GMX's Senior
Secured Second-Priority Notes due 2018, which are subordinate to
the debt held by the senior creditors.  As a result of the
bankruptcy proceedings, NGP placed the investment on non-accrual
status and reduced the estimated fair value of its investment in
the GMX 2018 Notes to zero as of March 31, 2013, resulting in an
unrealized loss of $7.4 million, or $0.35 per share, during the
first quarter of 2013.

The disclosure was made in NGP Capital's earnings release for the
first quarter of 2013, a copy of which is available for free at
http://is.gd/kipqU5

                       About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City.  GMXR has 53 producing wells in Texas & Louisiana,
24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.

The Company's balances sheet at Sept. 30, 2012, showed $343.14
million in total assets and $467.64 million in total liabilities.

GMX Resources filed a Chapter 11 petition in its hometown (Bankr.
W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders
can buy the business in exchange for $324.3 million in first-lien
notes.  As of the Petition Date, GMXR had long-term debt of
approximately $427 million (outstanding principal amount):

                                                Outstanding
                                                 Principal
                                                 ---------
Senior Secured Notes due December 2017         $324,340,000
Senior Secured Second-Priority Notes due 2018   $51,500,000
Convertible Senior Notes due May 2015           $48,296,000
Senior Notes due February 2019                   $1,970,000
Joint Venture Financing                          $1,261,000
                                               ------------
    Total                                      $427,367,000

The Debtors tapped Andrews Kurth, LLP, as bankruptcy counsel,
Crowe & Dunlevy as conflicts counsel, Jefferies LLC as investment
banker and Epiq Bankruptcy Solutions, LLC as claims and notice
agent.


GRANITE DELLS: Ch. 11 Trustee Taps Steve Brown as Attorney
----------------------------------------------------------
The Chapter 11 Trustee appointed in the bankruptcy cases of
Granite Dells Ranch Holdings, LLC, and Cavan Management Services,
LLC, seeks authority from the U.S. Bankruptcy Court for the
District of Arizona to employ Steve J. Brown, Esq., of the law
firm Steve Brown & Associates, LLC, as counsel.

The hourly billing rates charged to the estate will be $350 for
Mr. Brown, $300 for Steven D. Nemecek, Esq., and $145 for legal
assistant Karen Flaaen.

                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.


GSW HOLDINGS: June 30 Plan Confirmation Hearing Set
---------------------------------------------------
At the end of April the U.S. Bankruptcy Court for the Southern
District of Mississippi approved the Amended Disclosure Statement
filed by GSW Holdings, LLC, in support of the Debtor's Chapter 11
Plan of Reorganization filed on March 8, 2013.

June 6, 2013, is fixed as the last day for filing written
objections to confirmation of the Plan.

June 13, 2013, is fixed as the last day for submitting ballots of
acceptance or rejection of the Plan with the attorney for the
Debtor.

A hearing on confirmation of the Plan will be held on June 20,
2013, at 1:30 p.m.

As reported in the TCR on April 30, 2013, the Plan will be
implemented through a settlement between the Debtor and SPA
Gulfport, LLC, which will result in a sale of the Kremer Marine
Property to Wein-Air for the sum of $1,900,000 and the transfer of
the Hunter's Chase Property on the Effective Date to SPA subject
to whatever lien or liens exist on the property in favor of
Hancock Bank.  As part of the settlement out of the proceeds of
the sale to Wein-Air, the Debtor will receive $150,000 to be
distributed to the interest holders and sufficient sums to pay
allowed professional fees of up to $88,000 and other
administrative claims.

Under the Plan, the Debtor will pay in full Allowed Administrative
Expense Claims, Priority Tax Claims, Class 1 Central Progressive
Bank and Trust/SPA Gulfport, LLC, Class 2 Hancock Bank, and Class
3 Unsecured Claims.

Holders of interests (Class 4) will receive $150,000 and retain
their interests.  They will also receive ninety percent of the net
proceeds of the BP Claim.

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

                      About GSW Holdings LLC

Gulfport, Mississippi-based GSW Holdings LLC filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 11-52338) on Oct. 11, 2011.
Judge Katharine M. Samson presides over the case.  Wheeler &
Wheeler serves as its local bankruptcy counsel.  The Debtor
disclosed $22,225,500 in assets and $8,851,228 in liabilities.

Douglas S. Draper, Esq., Leslie A. Collins, Esq., and Greta M.
Brouphy, Esq., at Heller, Draper, Patrick & Horn, LLC., in New
Orleans, La., represent the Debtor as counsel.


HALI LLC: Case Summary & 4 Unsecured Creditors
----------------------------------------------
Debtor: Hali, LLC
        P.O. Box 2133
        Sandy, UT 84091

Bankruptcy Case No.: 13-20244

Chapter 11 Petition Date: May 3, 2013

Court: U.S. Bankruptcy Court
       Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  CALDWELL & RIFFEE
                  P.O. Box 4427
                  Charleston, WV 25364-4427
                  Tel: (304) 925-2100
                  Fax: (304) 925-2193
                  E-mail: joecaldwell@frontier.com

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

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

A copy of the Company's list of its four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/wvsb13-20244.pdf

The petition was signed by Frank Lukacs, member.


HARRISBURG, PA: Settles SEC's Securities Fraud Suit
---------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that Harrisburg, the
near-bankrupt capital of Pennsylvania, has agreed to settle a
securities fraud suit brought by the U.S. Securities and Exchange
Commission over misleading public statements it issued as the
city's financial condition was tanking, the SEC said Monday.

According to the report, the SEC said an investigation revealed
that Harrisburg's misleading statements were made in the city's
annual and midyear financial statements, its budget reports and in
a state-of-the-city address.  The report added that the city also
made incomplete or outdated financial information available to
investors holding hundreds of millions of dollars.

                 About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.


HARVEST OPERATIONS: Moody's Keeps 'Ba2' CFR, Stable Outlook
-----------------------------------------------------------
Moody's Investors Service assigned an A1 rating to Harvest
Operations Corp.'s proposed $600 million guaranteed senior
unsecured notes, and downgraded the existing $500 million
unguaranteed senior unsecured notes due 2017 to Ba3 from Ba2. The
Ba2 Corporate Family Rating and Ba2-PD Probability of Default
Rating were affirmed. Harvest's Speculative Grade Liquidity rating
was downgraded to SGL-4 from SGL-3. The rating outlook for the A1
rated guaranteed bonds is stable. The rating outlook for the CFR,
PDR and Ba3 rated unguaranteed bonds was changed to negative from
stable.

The proposed notes will be unconditionally guaranteed by Korea
National Oil Corporation (KNOC, A1 stable) with the proceeds used
to refinance Harvest's $400 million bridge loan. Moody's assumes
the balance of the proceeds will ultimately be contributed to the
redemption of Harvest's remaining subordinated convertible
debentures.

"The change in Harvest's outlook to negative reflects declining
production, continued negative EBITDA contribution from its
refinery and an expected increase in leverage as the company funds
negative free cash flow with debt in 2013," said Terry Marshall,
Moody's Senior Vice President. "We expect that Harvest will
require an increase in its $800 million revolver or further cash
injections from Korea National Oil Corporation in 2014."

Downgrades:

Issuer: Harvest Operations Corp.

  Senior Unsecured Regular Bond/Debenture Oct 1, 2017, Downgraded
  to Ba3 from Ba2

  Senior Unsecured Regular Bond/Debenture Oct 1, 2017, Downgraded
  to LGD4, 64 % from LGD3, 49 %

Assignments:

Issuer: Harvest Operations Corp.

  Guaranteed Senior Unsecured Regular Bond/Debenture, Assigned
  A1; outlook stable on these notes only

Outlook Actions:

Issuer: Harvest Operations Corp.

  Outlook, Changed To Negative From Stable

Affirmations:

Issuer: Harvest Operations Corp.

  Corporate Family Rating, Affirmed Ba2

  Probability of Default Rating, Affirmed Ba2-PD

  Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
  SGL-3

Rating Rationale:

Harvest's Ba2 CFR reflects its stand-alone credit profile of B1
and the strong support from its 100% parent, KNOC, for which
Moody's attributes two notches of rating uplift. The B1 stand-
alone credit profile is constrained by very high leverage on
proved developed (PD) reserves, production and retained cash flow,
considerable capital requirements to develop its oil sands
reserves, and the high capital expenditure requirements and
negative EBITDA contribution from its 115,000 barrels per day
downstream refinery in Newfoundland. The rating favorably
considers Harvest's 66% oil- and liquids-weighted production
platform, and sizeable PD and total proved reserves base.

The SGL-4 Speculative Grade Liquidity rating reflects weak
liquidity. Moody's expects Harvest to consume negative free cash
flow of about CAD250 million through the first quarter of 2014,
which will completely use up the availability on its CAD800
million revolver due April, 2016. The company will need to access
unidentified external liquidity to fund remaining 2014 negative
free cash flow of about CAD200 million. Moody's expects Harvest to
breach its total debt to EBITDA covenant (not greater than 3.75x
on March 31, 2013 and 3.5x thereafter) in 2014, absent
renegotiation. Harvest should remain in compliance with its other
financial covenants. Harvest has some ability to sell assets to
raise additional funds to support its liquidity. KNOC has provided
significant financial support to Harvest since acquiring it in
December 2009. While Moody's anticipates that KNOC will continue
to support Harvest, this is not factored into the SGL rating,
which it considers on a standalone basis.

The proposed $600 million guaranteed senior unsecured notes are
rated A1, reflecting the guarantee of KNOC. The existing unsecured
notes are rated Ba3, reflecting the priority ranking of the
company's secured CAD800 million revolving credit facility and
limited cushion provided by the subordinated intercompany loan of
about CAD170 million.

The negative outlook reflects declining production and reserves,
continued negative EBITDA contribution from the refinery,
increasing debt and weak liquidity. The ratings could be
downgraded if the refinery continues to consume cash and/or
upstream production continues to decline, such that E&P debt to
production does not appear to be sustainable below $40,000 per boe
and E&P debt to proved developed reserves rises above $14 per boe.
The non-guaranteed ratings could also be downgraded on a change in
Moody's view of the support provided by KNOC. Restoration of the
outlook to stable will be dependent upon a clear view that the
refinery will not continue to consume cash and the Black Gold oil
sands property is poised to produce as expected. The ratings could
be upgraded if Harvest decreases its E&P debt to production below
$27,000 per boe and E&P debt to proved developed reserves below $9
per boe through either an increase in its production and reserve
profile or a reduction in debt. An upgrade would also be
contingent on the refinery no longer consuming cash flow.

The guaranteed ratings will move up or down in accordance with the
ratings of KNOC.

The principal methodology used in this rating was the Global
Independent Exploration and Production Industry Methodology
published in December 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Based in Calgary, Alberta, Harvest is a wholly-owned subsidiary of
Korea National Oil Company. Harvest produces about 50,000 barrels
of oil equivalent per day, all in Canada, and has a proved reserve
base of 218,000 Mboe (all reserves and production volumes are net
of royalties unless noted otherwise). Harvest also owns a 115,000
bbl/day refinery in Come-By-Chance, Newfoundland.


HARVEST OPERATIONS: S&P Assigns 'BB-' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'A+'
issue-level rating to Calgary, Alta.-based exploration and
production company Harvest Operations Corp.'s (BB-/Negative/--)
proposed senior unsecured 144A bond issue, with an expected issue
size of up to US$650 million.  Harvest's parent company, Korea
National Oil Corp. (KNOC), is guaranteeing this bond issue, and in
S&P's opinion, the guarantee's terms meet its criteria for credit
substitution of the rating S&P has on the parent company's
foreign-currency senior unsecured debt ('A+').

The guarantee from KNOC is expressed to be unconditional and
irrevocable, with the promise of full and immediate payment of the
required payments under this bond issue.  Based on this analysis,
S&P is not explicitly attributing any recovery prospects or
assigning a recovery rating to the proposed bond issue, and it
will be excluded from S&P's waterfall analysis when considering
the recovery prospects for Harvest's existing and future debt that
does not benefit from a parental guarantee.

The ratings on Harvest reflect Standard & Poor's view of the
company's below-average profitability, S&P's expectations of
negative free cash flow generation during its 2013 forecast
period, and the operational risks inherent in the company's
strategy to transform its upstream portfolio from a largely mature
conventional asset base to one focused on drill-bit-related
reserves and production growth.  In S&P's view, somewhat
offsetting these weaknesses are Harvest's upstream full-cycle cost
profile, which compares favorably with that of its rating category
peers; and the medium- and long-term growth prospects inherent in
its existing conventional and oil sands resources.

RATINGS LIST

Harvest Operations Corp.
Corporate credit rating                      BB-/Negative/--

Rating Assigned
Proposed senior unsecured bonds*             A+

*Guarantor: Korea National Oil Corp.


HEALTH NET: S&P Affirms 'BB' Rating & Revises Outlook to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'BB' long-term counterparty credit rating on Health Net Inc. and
its 'BBB-' long-term counterparty credit and financial strength
ratings on core subsidiaries Health Net of California Inc., Health
Net Life Insurance Co., Health Net of Arizona Inc., and Health Net
Health Plan of Oregon Inc.  At the same time, S&P revised the
outlook on HNT to stable from negative.

"Health Net's business profile and financial profile is
strengthening, and the company is well positioned to preserve its
credit profile.  We expect it to improve financial results in 2013
from 2012 levels.  Although we expect EBIT return on revenue to
diminish marginally from pre-2012 levels, this will be well within
our expected range for the current ratings," said Standard &
Poor's credit analyst Hema Singh.

Health Net's overall earnings are likely to benefit from resigning
some of its large commercial groups along with enhanced
reimbursement rates under its new contract for its Medicaid
business (Medi-Cal).  S&P, therefore, do not expect these factors
to affect Health Net's operating performance or ability to
generate sufficient earnings to maintain its 'BBB' level
capitalization and meet its debt-servicing obligations.

Health Net's five-year adjusted EBIT ROR was 2.7% (1.5% in 2012).
Given S&P's expectation for medical loss ratio improvement in both
the commercial and Medicaid segments, it expects adjusted EBIT ROR
of 2%-3% in the next 12 to 24 months.  Prospective risks include
significant funding cuts and continued pressure from lower
reimbursement rates from Medi-Cal, which could erode earnings in
the Medicaid segment.  Benefits structure and eligibility have to
be aligned with reimbursement levels for the company to maintain
its very good operating performance.

The stable outlook reflects S&P's expectation that Health Net's
operating performance will improve, stabilize, and generate stable
cash flow in the next 12 to 24 months to meet its debt-service
requirements and pay for new business growth.  S&P also expects
debt leverage to remain at about 35%, EBITDA interest coverage to
stay in the 6x-7x range, and statutory capitalization to be
redundant at the 'BBB' level as per our model.

"There is a potential for a one-notch upgrade if we expect Health
Net's operating performance to stabilize with an adjusted EBIT ROR
at the higher end of the 2%-3% range," Ms. Singh continued.
"Although unlikely, we could lower the rating by one notch if the
company's EBIT ROR were to decline to less than 1.5% for a
sustained period."


HORIZON LINES: Incurs $20.3 Million Net Loss in First Quarter
-------------------------------------------------------------
Horizon Lines, Inc., reported a net loss of $20.35 million on
$244.49 million of operating revenue for the quarter ended
March 24, 2013, as compared with a net loss of $32.51 million on
$263.35 million of operating revenue for the quarter ended
March 25, 2012.

The Company's balance sheet at March 24, 2013, showed $654.68
million in total assets, $690.23 million in total liabilities and
a $35.55 million total stockholders' deficiency.

"Horizon Lines first-quarter adjusted EBITDA increased 25.7% over
the same period a year ago, driven largely by improved fuel
recovery, reduced dry-dock transit and crew-related expenses,
lower vessel charter expense, continued execution of the Puerto
Rico business-improvement plan, and reduced overhead," said Sam
Woodward, president and chief executive officer.  "The positive
factors resulting in adjusted EBITDA growth were partially offset
by reduced container volume, higher stock-based compensation
expense, mechanical issues on one of our vessels and increased
vessel operating expenses."

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

                        http://is.gd/Bic1pC

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

For the year ended Dec. 23, 2012, the Company incurred a net loss
of $94.69 million, as compared with a net loss of $229.41 million
the year ended Dec. 25, 2011.

                            Refinancing

The Company was not in compliance with the maximum senior secured
leverage ratio and the minimum interest coverage ratio under its
Senior Credit Facility at the close of its third fiscal quarter
ended Sept. 25, 2011.  Non-compliance with these financial
covenants constituted an event of default, which could have
resulted in acceleration of the maturity.  None of the
indebtedness under the Senior Credit Facility or Notes was
accelerated prior to the completion of a comprehensive refinancing
on Oct. 5, 2011.

The Senior Credit Facility and 99.3% of the 4.25% Convertible
Senior Notes were repaid as part of the refinancing.  In addition,
as a result of the completion of the refinancing, the short-term
obligations under the Senior Credit Facility, the Notes and the
Bridge Loan have been classified as long-term debt.

As a result of the efforts to refinance the Company's debt and the
2011 amendments to the Senior Credit Facility, the Company paid
$17.3 million in financing costs and recorded a loss on
modification of debt of $0.6 million during 2011.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


HOSTESS BRANDS: Judge OKs Pension Plan Settlements
--------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that the winding down
Hostess Brands Inc. on Monday won New York bankruptcy court
approval for a settlement with a slew of multiemployer pension
plans, resolving disputes over contributions to the plans that
became due after the company entered bankruptcy.

According to the report, U.S. Bankruptcy Judge Robert D. Drain
gave the go-ahead for the fallen snack icon, now referred to in
court documents as Old HB Inc., to enter into a deal with eight
multiemployer pension funds and two multiemployer annuity plans,
bringing an end to litigation in Manhattan federal court.

                       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.


IDERA PHARMACEUTICALS: Pillar Waives Rights in Liquidation Event
----------------------------------------------------------------
Idera Pharmaceuticals, Inc., on April 30, 2013, entered into an
agreement with Pillar Pharmaceuticals I, L.P., Pillar
Pharmaceuticals II, L.P., and an entity affiliated with Pillar I
and Pillar II.

Under the Agreement, Pillar I, in its capacity as holder of 100%
of the Company's Series D Convertible Preferred Stock, has
irrevocably agreed to waive the right of the holders of the Series
D Preferred Stock under Section 2.1 of the Certificate of
Designations, Preferences and Rights of Series D Preferred Stock
to receive, in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the Company an amount
per share of Series D Preferred Stock equal to the original issue
price of such share of Series D Preferred Stock plus any dividends
accrued or declared but unpaid thereon to the extent that amount
is greater than the amount that would have been payable with
respect to such share had all shares of Series D Preferred Stock
been converted into shares of the Company's Common Stock
immediately prior to such Liquidation, and that upon a Liquidation
the holders of the Series D Preferred Stock will receive an amount
per share of Series D Preferred Stock equal to the amount that
would be payable with respect to such share had all shares of
Series D Preferred Stock been converted into shares of the
Company's Common Stock immediately prior to that Liquidation.

In addition, under the Agreement, Pillar II and the entity
affiliated with Pillar II, together the holders of 100% of the
Company's Series E Convertible Preferred Stock, have irrevocably
agreed to waive the right of the holders of the Series E Preferred
Stock under Section 2.1.1 of the Certificate of Designations,
Preferences and Rights of Series E Preferred Stock to receive, in
the event of a Liquidation, an amount per share of Series E
Preferred Stock equal to the original issue price of that share of
Series E Preferred Stock plus any dividends accrued or declared
but unpaid thereon to the extent such amount is greater than the
amount that would have been payable with respect to that share had
all shares of Series E Preferred Stock been converted into shares
of the Company's Common Stock immediately prior to that
Liquidation, and that upon a Liquidation the holders of the Series
E Preferred Stock will receive under Section 2.1 of the Series E
Certificate of Designations an amount per share of Series E
Preferred Stock equal to the amount that would be payable with
respect to such share had all shares of Series E Preferred Stock
been converted into shares of the Company's Common Stock
immediately prior to such Liquidation.

Under the Agreement, the Company has agreed to seek approval from
its stockholders at its 2013 annual meeting of stockholders of
amendments to the Series D Certificate of Designations and Series
E Certificate of Designations to effect these changes to the
liquidation provisions of the Series D Preferred Stock and Series
E Preferred Stock, and each Pillar Entity has agreed:

   * to vote, and to cause its affiliates to vote, all shares of
     the Company's voting stock held by such Pillar Entity or its
     affiliates, and over which that Pillar Entity or its
     affiliates has the power to vote, in favor of such
     amendments; and

   * not to, and to cause its affiliates not to, sell or transfer
     any shares of Common Stock, Series D Preferred Stock or
     Series E Preferred Stock held by such Pillar Entity or its
     affiliates to any person, entity or group unless such
     proposed transferee agrees in a written instrument executed
     by that transferee, the applicable Pillar Entity and the
     Company to take and hold such securities subject to, among
     other things, the Agreement and to be bound by the terms of
     the Agreement, including the waiver of rights, voting
     agreements and restrictions on transfer set forth therein.

In consideration of the agreements of the Pillar Entities under
the Agreement and the delivery of the waivers by the Pillar
Entities, and for no additional cash consideration, the Company
has agreed to issue to the Pillar Entities warrants to purchase up
to an aggregate of 1,000,000 shares of the Company's Common Stock.
The Pillar Warrants will have an exercise price per share equal to
the greater of (a) $0.79 and (b) to the extent that warrants to
purchase shares of the Company's Common Stock are issued in a
qualified financing, the per share exercise price of the warrants
issued in that qualified financing, which would include the
exercise price of any warrants issued in this offering to the
extent that this offering is deemed to be a qualified financing.

The Agreement, including the Company's obligations to issue the
Pillar Warrants, will become effective upon the consummation of a
qualified financing.  The Agreement will terminate in the event
that a qualified financing is not consummated by Oct. 1, 2013.
Under the terms of the Agreement, a qualified financing is defined
as the issuance and sale of the Company's equity securities from
and after the date of the Agreement in one or more closings
resulting in aggregate gross proceeds to the Company of at least
$12.5 million.

In addition, upon the Effective Date, the Company will enter into
a Registration Rights Agreement with the Pillar Entities.
Pursuant to the Registration Rights Agreement, the Company will
agree to file a registration statement with the Securities and
Exchange Commission regarding the resale of the shares of Common
Stock issuable upon exercise of the Pillar Warrants.  The Company
will be subject to specified cash penalties if it fails to file
and maintain an effective registration statement.  Those penalties
are limited to a cumulative maximum penalty equal to 10% of the
aggregate exercise price of the Pillar Warrants then held by the
Pillar Entities which are not able to be sold pursuant to a
registration statement.  The Company will be required to use its
reasonable best efforts to maintain the registration statement's
effectiveness until no shares of Common Stock issued or issuable
upon exercise of the Pillar Warrants remain outstanding or
issuable, as applicable.

                      17.5MM Shares Offering

Idera Pharmaceuticals filed a free writing prospectus with the
U.S. Securities and Exchange Commission relating to the offering
of 17,500,000 shares of its common stock.  Each share of common
stock being sold together with a warrant to purchase one share of
common stock.

The Company estimates that it will receive net proceeds of
approximately $14.7 million from the sale of the common stock,
warrants and pre-funded warrants, after deducting the underwriting
discounts and commissions and estimated offering costs payable by
the Company and excluding the proceeds, if any, from the exercise
of the pre-funded warrants and warrants issued pursuant to this
offering.

Pillar Pharmaceuticals I, L.P., and Pillar Pharmaceuticals II,
L.P., each of which is a current stockholder, or certain of their
affiliated funds, have indicated an interest in purchasing an
aggregate of 5,000,000 shares of the Company's common stock and
warrants to purchase up to 5,000,000 shares of the Company's
common stock in this offering at the public offering price.
Although the Company anticipates that these stockholders will
purchase, and that the underwriter will sell to these
stockholders, all of these shares of common stock and warrants,
indications of interest are not binding agreements or commitments
to purchase and those stockholders may determine to purchase fewer
or no shares of common stock and warrants in this offering and the
underwriter may determine to sell fewer or no shares of common
stock and warrants in this offering to such stockholders.

The shares of Common Stock are listed on the Nasdaq Capital Market
under the symbol "IDRA."  The Company does not intend to list the
warrants or pre-funded warrants on the Nasdaq Capital Market, any
other nationally recognized securities exchange or any other
nationally recognized trading system.

Piper Jaffray & Co. serves as the underwriter.      

A copy of the FWP is available for free at http://is.gd/nCuzjh

                    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.


INERGY MIDSTREAM: S&P Affirms 'BB' CCR; Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
corporate credit rating on Inergy Midstream L.P. (NRGM).  The
outlook is stable.  S&P also placed the 'B' corporate credit
rating on Crestwood Midstream Partners L.P. (CMLP) and 'B-'
corporate credit rating on Crestwood Holdings LLC on CreditWatch
with positive implications.  The recovery ratings for CMLP and
Crestwood Holdings are unchanged.  These actions follow NRGM's
announcement that it will merge with CMLP.

NRGM's credit profile will benefit from increased asset and
geographic diversity and scale with only a modest increase in
total consolidated leverage.  For year-end 2013, S&P expects
NRGM's consolidated debt/EBITDA to increase to about 4x versus
S&P's previous expectations of 3.5x to 3.75x.  S&P expects NRGM
will assume CMLP's debt of about $710 million.  As such, S&P
expects NRGM to have about $1.4 billion of debt pro forma for the
transaction.  S&P views the gathering and processing business as
somewhat credit dilutive to NRGM's existing transportation and
storage businesses, which are supported by firm, take-or-pay
contracts.  However, pro forma for this transaction, S&P expects
the new entity to have limited cash flow volatility because more
than 80% of its 2013 total gross margin is under fixed-fee
contracts, of which more than 50% is under firm, take-or pay
contracts.

The positive CreditWatch on CMLP reflects S&P's expectation that
its ratings will be in line with those of NRGM. In 2013, S&P
expects CMLP's stand-alone debt to EBITDA to be about 5.6x and
EBITDA interest to be 3.2x.  Although S&P expects CMLP's rich-gas
(gas with a high concentration of natural gas liquids) volumes to
consist of around 60% of total volumes in 2013, compared with 50%
last year, the partnership's customer and geographic footprint
remains concentrated.  For example, nearly 75% of 2013 estimated
volumes are coming from only two producers--Quicksilver in the
Barnett region (35% of total volume) and Antero in the Marcellus
shale region (40%).  However, the 95% fee-based nature of CMLP's
cash flow only partly offsets these risks, because lower
production growth from producers will directly affect CMLP through
lower gathering volumes.  CMLP's operations are mainly located in
Texas as well as the Marcellus shale.

S&P expects to resolve the positive CreditWatch listing on CMLP's
ratings when the transaction is complete in the third quarter of
2013.  S&P expects to equate the corporate credit rating of CMLP
with that of NRGM.  S&P expects to resolve the positive
CreditWatch listing on Crestwood Holdings' ratings when the
transaction is complete in the third quarter of 2013.  S&P expects
to raise Crestwood Holding's corporate credit rating by one or two
notches when the acquisition is complete.

The stable outlook on NRGM reflects S&P's expectations that
consolidated financial leverage will be about 4x in 2013, and that
the partnership will successfully integrate the CMLP merger and
Rangeland acquisition.  Higher ratings are unlikely over the next
12 months, due to integration risk, as well as S&P's belief that
natural gas storage cash flows could face recontracting risk
during this period.  S&P could raise the rating over time if the
partnership continues to expand and diversify its midstream
business while consistently maintaining consolidated total
adjusted debt to EBITDA below 4x.  S&P could lower the rating if
the midstream expansion projects endure meaningful cost overruns
or delays such that total adjusted debt to EBITDA approaches 5x.


INFUSYSTEM HOLDINGS: Names Mike McReynolds Chief Info. Officer
--------------------------------------------------------------
InfuSystem Holdings, Inc., has appointed Mike McReynolds as Chief
Information Officer of the Company, effective April 29, 2013.  Mr.
McReynolds, 44, will be responsible for directing business
improvement programs and enhancing the Company's overall use of
digital connectivity and technology.

Mr. McReynolds brings extensive management experience in IT
integrations and operations, cross-functional leadership, and
business development to his new position.  Most recently, he
served as President of OxiArmor, LLC, a national provider of
solutions-based, anti-microbial services, where he created and
implemented distributor, independent, and alliance models and
contracts that generated major new sales increases.

Prior to that, Mr. McReynolds served as the Chief Information
Officer of RecoverCare, LLC, a leading provider of medical
equipment, patient services, and clinical and financial supply
chain solutions.  There, he supported more than 800 employees at
over 140 locations across the U.S., including multiple successful
infrastructure consolidations and development of enterprise-wide
web-based systems.

"Mike McReynolds brings InfuSystem a notable record of healthcare-
related IT successes," said InfuSystem chief executive officer
Eric Steen.  "Connectivity is, today, a critical component of our
operations and supply-chain management.  We are confident that his
insights and skills will not only yield important productivity and
efficiency gains but also spur long-term growth in both our
existing and new markets."

In connection with his appointment as InfuSystems' new Chief
Information Officer, Mr. McReynolds will receive 100,000
inducement stock options outside of the Company's 2007 Stock
Option Plan with an exercise price of $1.75.  The options will be
granted on April 29, 2013, and vest over a three-year period (33
1/3% on each anniversary of the grant date), expiring in seven
years.

Mr. McReynolds will receive an annual salary of $215,000.

                     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.


INSPIRATION BIOPHARMA: Plan Filing Date Extended to June 27
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
(Eastern Division) further extended Inspiration
Biopharmaceuticals, Inc.'s its exclusive period to file a plan
until June 27, 2013, and its exclusive solicitation period until
Aug. 26.

The additional time, according to the Debtor, will be used to
prepare its disclosure statement, complete its review of claims
filed, and to formulate an appropriate mechanism to administer the
estate's interest in the predetermined formula agreed to by the
principal constituencies in the case called "Waterfall."

The Court entered a separate order approving a stipulation among
the Debtor, the Official Committee of Unsecured Creditors and
Ipsen Pharma, S.A.S., authorizing the Debtor to use the cash
collateral until May 6, 2013.

               About Inspiration Biopharmaceuticals

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

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

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

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

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


INTEGRATED HEALTHCARE: Gets Favorable Order in "Fitzgibbons" Suit
-----------------------------------------------------------------
Integrated Healthcare Holdings, Inc., previously disclosed it was
the subject of a lawsuit filed in June 2008 by Michael W.
Fitzgibbons, M.D., entitled "Michael W. Fitzgibbons, M.D. vs.
Integrated Healthcare Holdings, Inc.", Superior Court of the State
of California, County of Orange, Case No. 30-2008-00108081.

At trial, three of Dr. Fitzgibbons' four original causes of action
-- those alleging malicious prosecution, interference with
prospective economic advantage and defamation -- were dismissed by
the Court before the case was submitted to the jury.  The jury
returned a verdict in Dr. Fitzgibbons' favor on the sole remaining
cause of action for intentional infliction of emotional distress.
The jury's verdict awarded Dr. Fitzgibbons $5.2 million in
consequential damages and $500,000 in punitive damages.  The
Company therefore reserved $5.2 million as a contingent loss in
its financial statements as of Dec. 31, 2012, as reflected in the
Company's Quarterly Report on Form 10-Q for the quarter ended
Dec. 31, 2012.

After the Court entered a $5.7 million judgment against the
Company based on the jury's verdict, in March 2013 the Company
timely filed a motion for judgment notwithstanding the verdict
("JNOV") and concurrent motion for a new trial.  On April 30,
2013, the Court granted the Company's JNOV motion and
provisionally granted the Company's motion for a new trial.

Among other things, the Court found:

   * The jury's verdict was not supported by substantial evidence.

   * The jury's damage award was excessive and "completely out of
     line with ... other cases".  According to the Court, "[t]here
     were no physical manifestations of injury [to Dr.
     Fitzgibbons].  While [Dr. Fitzgibbons] sustained
     embarrassment, the emotional distress was not of a
     substantial quality or duration.  At worst, some other
     doctors poked fun at him."

   * "[I]t is more probable than not" the jury engaged in
      misconduct prejudicial to the Company.

As a result of the Court's April 30, 2013, order:

   1. The jury's $5.7 verdict for Dr. Fitzgibbons was set aside in
      its entirety and the Court's $5.7 million judgment against
      the Company based on the jury's verdict was vacated in its
      entirety.

   2. As of April 30, 2013, a new and amended judgment in favor of
      the Company and against Dr. Fitzgibbons was entered by the
      Court.

   3. The new and amended judgment specifies that Dr. Fitzgibbons
      shall take nothing from the Company and the Company may
      recover from Dr. Fitzgibbons the Company's cost of the
      litigation.

   4. If for any reason the Company's JNOV motion is reversed on
      appeal, the Court provisionally granted the Company's
      request for a new trial on multiple grounds.

Due to these favorable rulings, the Company reversed the $5.2
million contingent loss that was reserved on its financial
statements as of Dec. 31, 2012.  The reversal will be reflected in
the Company's financial statements for the quarter ended
March 31, 2013.

                   About Integrated Healthcare

Santa Ana, Calif.-based Integrated Healthcare Holdings, Inc., owns
and operates four community-based hospitals located in southern
California.  The Company's balance sheet at Dec. 31, 2012, showed
$164.0 million in total assets, $191.8 million in total
liabilities, and a stockholders' deficit of $27.8 million.

As of Dec. 31, 2012, the Company had total stockholders'
deficiency of $28 million and a working capital deficit of
$33 million.  The Company did not meet the financial covenants for
its revolving line of credit with MidCap, for the period ended
Dec. 31, 2012.  "Although the Company is not required to report
compliance with the financial covenant for its revolving line of
credit until 50 days after the fiscal quarter end, the Company is
seeking the lenders' consent to a potential non-compliance with
this financial covenant." the Company said in its quarterly report
for the period ended Dec. 31, 2012.


INTERNATIONAL HOME: FirstBank Objects to Amended Disclosures
------------------------------------------------------------
FirstBank-Puerto Rico, as secured creditor of debtors
International Home Products, Inc., and Health Distillers
International, Inc., have objected the Debtors' consolidated
amended disclosure statement, filed March 20, 2013.

The Bank relates that the Debtors continue to include inaccurate,
incomplete and misleading statements and do not provide adequate
information for the Bank or any other creditors to make an
informed judgment of the Debtors' Amended Plan.

In addition, the Bank says that the Amended Plan is not feasible
for the following reasons:

  * There is lack of support for the projections;

  * Cash Sales & Collections have been consistently declining on a
Monthly basis since the filing of the petition for bankruptcy.

  * The Debtors' projections' that Other Operating Expenses will
be only $1,355,135 for the first year is "totally inconsistent"
with the Debtors' past history.  The Bank claims the Debtors have
not provided any basis or explanation to sustain their claim that
they are going to lower their biggest expense to only 22% of the
annualized amount spent during the previous year.

  * The Debtors' projections do not include any amount for "Travel
and Entertainment" expenses.

  * The Debtors' projections on income and expenses contrast
dramatically with Debtors' auditors Aquino, De Cordova, Alfaro &
Co., LLP's expectations of zero net income until the year 2020.

The Bank further stated that the Liquidation and Property Analysis
is inadequate, and that proposed treatment of the Bank's secured
and unsecured claims is not acceptable.

The Bank added that the Debtors also failed to include in Class
(2) of creditors with superpriority rank, the Bank's cash
collateral that was used by the Debtors from the date of the
filing of the bankruptcy petitions until July 2, 2012.

A copy of the Bank's Objections to the Debtors' Consolidated
Amended Disclosure statement is available at:

       http://bankrupt.com/misc/internationalhome.doc439.pdf

As reported in the TCR on April 9, 2013, the Debtors amended their
disclosure statement and plan of reorganization to provide for
these terms:

   * The secured claim of A. Bert Foti will be allowed in the
     amount of $500,000 and will be paid on the second year of the
     Plan.

   * First Bank's valid liens over the Debtor's properties arising
     from the $12.2 million prepetition term loan facility will be
     paid in monthly installments of $32,105 considering an
     amortization of 20 years and interest at the prime rate.
     First Bank's allowed secured claims arising from other
     prepetition lines of credit will be paid in the amount of
     $1.9 million with monthly installments of $8,328 considering
     an amortization of 20 years and interest at the prime rate.
     First Bank's unsecured claim, estimated in the amount of $6.6
     million will receive 10% of its claim.

   * CRIM's secured claim in the amount of $30,539 will be paid in
     monthly installments within 60 months from the Petition Date,
     including interest at the prime rate.

   * The class that includes the secured portion of the claim
     filed by each of Preferred Credit Inc. and American
     Enterprises International Inc. will retain its liens and will
     be paid pursuant to the agreement that rules their relation
     with the Debtor.

   * General unsecured priority claims related to clients deposits
     will be paid on the effective date.  Other general unsecured
     claims will be paid 10% of its claim in monthly installments
     within 60 months from the effective date.

   * Insiders and holders of equity interests will not receive
     anything under the Plan.

A full-text copy of the Debtors' Consolidated Amended Disclosure
Statement and Summary of Proposed Plan of Reorganization dated
March 20, 2013, is available for free at:

           http://bankrupt.com/misc/INTLHOMEds0320.pdf

                 About International Home Products

International Home Products, Inc., is engaged in the sale,
financing of "Lifetime" cookware and other kitchenware as well as
sale of account receivables in the secondary market.  It is the
exclusive distributor of "Lifetime" products in Puerto Rico for
over 40 years.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 12-02997) on April 19,
2012.  Carmen D. Conde Torres, Esq., in San Juan, P.R.,
serves as the Debtor's counsel.  Wigberto Lugo Mendel, CPA,
serves as its accountants.  The Debtor disclosed $66,155,798 and
$43,350,031 in liabilities as of the Chapter 11 filing.

Secured lender First-Bank Puerto Rico is represented by Manuel
Fernandez-Bared, Esq., and Jane Patricia Van Kirk, Esq., at Toro,
Colon, Mullet, Rivera & Sifre, P.S.C.

On May 7, 2012, International Home's affiliate, Health Distillers
International, Inc., filed a separate Chapter 11 petition (Bankr.
D.P.R. Case No. 12-03574.


IRACORE INTERNATIONAL: Moody's Rates New $110MM Notes 'B3'
----------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Iracore
International Holdings, Inc. consisting of a B3 corporate family
rating, a B3-PD probability of default rating, a B3 senior secured
rating to the company's $110 million proposed notes issue and an
SGL-3 speculative grade liquidity rating (indicating adequate
liquidity). The outlook is stable. Proceeds from the notes issue
partially finances the acquisition of Iracore by Friedman,
Fleischer & Lowe partners.

Ratings Rationale:

Iracore's B3 CFR primarily reflects the company's considerable
product and customer concentration, the potential of technological
change and small size, owing to its niche focus as a manufacturer
of pipe-lining systems for mine operators in the Canadian oil
sands. The rating also incorporates Moody's view that Iracore's
primary product is likely to remain well positioned through the
near term given its proven application in critical infrastructure,
established relationships with blue-chip customers and steady
market share gains. Moody's expects Iracore will continue to
generate strong margins and maintain relatively low levels of
financial leverage, which provides some capacity to absorb
potential sales volatility resulting from the project nature of
demand for its products.

Iracore's SGL-3 liquidity rating is supported by Moody's view that
the company will remain free cash flow positive given its high
operating margin and low capital expenditure requirements coupled
with a lack of near term debt maturities, almost full availability
under its $15 million asset backed lending (ABL) facility and good
headroom to springing financial covenants.

The senior secured notes will rank behind the ABL, however given
the modest size of the liquidity facility and other liabilities
relative to the notes there are no notching implications for the
notes relative to the CFR.

The stable rating outlook reflects Moody's expectation that
Iracore will continue to grow its market share while maintaining
favorable levels of leverage through the next 12 to 18 months.

The ratings are unlikely to be upgraded unless Iracore greatly
improves customer and product diversity. The ratings could be
lowered if the company experienced market share erosion or if
Moody's expected Debt/ EBITDA to exceed 5x on a sustainable basis
through either a reduction in earnings or implementation of a more
aggressive financial policy.

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.

Iracore International Holdings, Inc. primarily manufactures pipe-
lining systems for the oil sands mining industry. Annual revenues
total roughly $100 million.


IRACORE INTERNATIONAL: S&P Assigns B- CCR & Rates $110MM Notes B
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to Hibbing, Minnesota-based Iracore
International Holdings Inc.  The outlook is stable.  S&P also
assigned a 'B' issue-level rating (one notch above the corporate
credit rating) to Iracore's proposed $110 million senior secured
notes due 2018.  S&P assigned the notes a '2' recovery rating,
indicating its expectation of substantial (70% to 90%) recovery in
the event of a payment default.

"The ratings on Iracore reflect our view of the participation in
the cyclical and competitive oilfield services industry, the
company's small size and scale of operations, and the limited
diversity of its customers and suppliers," said Standard & Poor's
credit analyst Christine Besset.

S&P's ratings also reflect Iracore's growing market share in
lined-pipes used for the Canadian oil sands, its strong
profitability, low capital spending requirements, and moderate
debt leverage.

The stable outlook reflects S&P's expectation that Iracore's
credit measures will remain healthy for the rating for the next
two years, while maintaining adequate liquidity.

S&P could revise the outlook to negative if liquidity weakens to
below $10 million with no near-term remedy.  Such an event could
be triggered by a more aggressive dividend policy, or sudden,
unexpected swings in working capital requirements.

A positive rating action is currently unlikely given the company's
lack of scale and customer concentration.  S&P would want to see
at least one additional material product line in addition to the
Iracore-pipes business and a more diverse customer base before
considering a positive rating action.


IRWIN MORTGAGE: Can Hire Aon In Connection With IRC Stock Sale
--------------------------------------------------------------
Irwin Mortgage Corporation sought and obtained approval from the
U.S. Bankruptcy Court to employ Aon in connection with the IRC
Stock Sale.  Upon the completion of the IRC Stock Sale, the Debtor
may pay Aon, without further notice or order of the Court, the
fees due Aon in accordance with the Aon Agreement; and (b) shall
file a report within 30 days of the payment.

                    About Irwin Mortgage

For a number of years, Irwin Mortgage Corporation, based in
Dublin, Ohio, originated, purchased, sold and serviced
conventional and government agency backed residential mortgage
loans throughout the United States.  However, in 2006 and
continuing into early 2007, IMC sold substantially all of its
assets, including its mortgage origination business, its mortgage
servicing business, and its mortgage servicing rights portfolio,
to a number of third party purchasers.  As a result of those
sales, IMC terminated its operations and has been winding down
since 2006.

Irwin Mortgage filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio
Case No. 11-57191) on July 8, 2011.  Judge Charles M. Caldwell
presides over the case.  In its petition, the Debtor estimated
assets of $10 million to $50 million, and debts of $50 million to
$100 million.  The petition was signed by Fred C. Caruso,
president.  In its schedules, the Debtor disclosed $25,661,329
in assets and $219,353,376 in liabilities.

Nick V. Cavalieri, Esq., Matthew T. Schaeffer, Esq., and Robert B.
Berner, Esq., at Bailey Cavalieri LLC, serve as the Debtor's
counsel.  Fred C. Caruso and Development Specialists Inc. provide
wind-down management services to the Debtor.


JAMES RIVER: Incurs $42.1 Million Net Loss in First Quarter
-----------------------------------------------------------
James River Coal Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $42.11 million on $193.30 million of total revenue
for the three months ended March 31, 2013, as compared with a net
loss of $15.65 million on $301.98 million of total revenue for the
same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $1.16
billion in total assets, $944.75 million in total liabilities and
$215.26 million in total shareholders' equity.

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

                        http://is.gd/FwtpDN

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

James River reported a net loss of $138.90 million in 2012,
as compared with a net loss of $39.08 million in 2011.

                           *     *     *

In the Dec. 6, 2012, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating
("CFR") and Probability of Default Rating ("PDR") to Caa1 from B3.
The downgrades reflects weakening credit protection metrics as a
result of a very difficult environment facing coal producers in
Central Appalachia and Moody's view that the company's earnings
and cash flow profile will remain challenged in the near-term.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


K-V PHARMACEUTICAL: Conv. Noteholders to Get Shares Under New Plan
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that K-V Pharmaceutical Co. is now slated for takeover
under a new reorganization plan by convertible noteholders,
previously said to be "out of the money" by holders of $225
million in senior secured notes who previously intended to become
the owners after bankruptcy.

The report recounts that under the Chapter 11 reorganization plan
originally filed in January and modified since, first-lien
noteholders would have received 97 percent of the stock along with
a $50 million second-lien term loan.  Holders of $200 million in
convertible notes were in line for 3 percent of the new stock,
while general unsecured creditors were offered $1.7 million to
cover $18.8 million in claims, for a predicted 9.05 percent
recovery.

The report relates that the disclosure statement for approval of
the senior noteholder-backed plan was to have been approved last
week.  The disclosure hearing was pushed back while the
convertible noteholders worked on replacement financing and a new
plan.  As a result of the delay, the $85 million in financing for
the reorganization provided by senior noteholders would be in
default by May 10.

A group of convertible noteholders is providing $85 million in
replacement financing.  The noteholder-lenders are Capital
Ventures International; Greywolf Capital Overseas Master Fund
and an affiliate, and Kingdon Capital Management LLC.  Silver
Point Finance LLC serves as agent for senior noteholders in their
roles as so-called DIP lenders.  Silver Point, Whitebox Advisors
LLC and Pioneer Investment Management Inc. among themselves owned
$152 million of the $225 million in senior secured notes,
according to a court filing by their lawyers in September.

There will be a hearing May 7 for approval of an interim advance
of $67 million of the new financing. The new loan will pay off the
existing loan from Silver Point as agent financing the Chapter 11
effort.

K-V will be filing a new Chapter 11 reorganization plan.  The new
loan and the upcoming plan together provide that the lenders will
buy 8.25 million shares of new stock for $165 million.  They also
agree to buy any stock not purchased by other convertible
noteholders under an $85 million rights offering for 30 percent of
the new stock at $20 a share.  Convertible noteholders will also
receive 6 percent of the new stock.  Rather than about 9 percent
under the prior plan, general unsecured creditors will receive the
lesser of 50 percent in cash or sharing in $8.5 million cash.
The investors will provide another $100 million loan when K-V
exits Chapter 11.

The new loan requires approval of the stock-purchase agreement by
May 31, filing the new plan by May 24, approval of disclosure
materials by July 8, and approval of the plan in a confirmation
order by Aug. 23

The senior noteholders contended in recent court filings that the
convertible noteholders were "out-of-the-money."

                     About K-V Pharmaceutical

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

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

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

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

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


KIK CUSTOM: S&P Affirms 'B-' CCR & Rates US$420MM Loan 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings on
Concord, Ont.-based KIK Custom Products Inc., including its 'B-'
long-term corporate credit rating.  The outlook is stable.

Standard & Poor's assigned its 'B-' issue-level rating and '3'
recovery rating to KIK's proposed US$420 million senior secured
first-lien term loan due 2019.  The '3' recovery rating indicates
S&P's expectation of meaningful (50%-70%) recovery in the event of
default.  In addition, Standard & Poor's assigned its 'CCC' issue-
level rating and '6' recovery rating to KIK's proposed
US$220 million senior secured second-lien term loan due 2019.  The
'6' recovery rating indicates S&P's expectation of negligible
(0%-10%) recovery in the event of default.  S&P understands that
proceeds of the new term loans will be used to refinance existing
debt.

The ratings on KIK reflect Standard & Poor's view of the company's
"vulnerable" business risk profile and "highly leveraged"
financial risk profile.

"We base our business risk assessment on the company's weak market
position, customer concentration, and participation in the mature
and highly competitive North American household products and
personal care industries," said Standard & Poor's credit analyst
Lori Harris.  "We base our financial risk assessment on a very
aggressive financial policy, including a highly leveraged capital
structure," Ms. Harris added.

KIK is the largest contract manufacturer of consumer products and
the second-largest manufacturer of bleach in North America after
Clorox Co.  It acquired privately held Chem Lab Products Inc., a
California-based manufacturer of pool and spa care products, in
2011.  The acquisition gave the company immediate entrance into
the U.S pool and spa products industry, while providing for some
cost-saving opportunities.

The company operates under two divisions: Classic--manufacturer of
private label household products and pool additives; and Custom--
contract manufacturer of national brand personal care and
household products.  The segments in which KIK participates, North
American household products and personal care, are very mature,
resulting in slow growth and limited pricing power.

The stable outlook reflects Standard & Poor's belief that KIK's
performance will meet S&P's expectations this year, including
maintaining its market position and generating positive free cash
flow.  Downward pressure on the ratings could result from
deterioration in the company's operations or negative free cash
flow or less than a 10% cushion within the fixed charge covenant
should it apply.  Given the company's very high leverage, Standard
& Poor's is not contemplating raising the ratings in the next
year.  S&P could, however, upgrade KIK if the company demonstrates
sustainable strengthening in its operating performance, which
results in significantly improved credit measures, including
maintaining adjusted debt to EBITDA below 5x.

KIK is a private company and does not release financial
information publicly.


LCI HOLDING: Seeks Authority to Obtain $230MM in Financing
----------------------------------------------------------
LCI Holding Company, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to enter into:

   (i) an engagement letter with GE Capital Markets, Inc., and
       Hospital Acquisition LLC, as purchaser, in connection with
       the Hospital Acquisition Sub I LLC $30,000,000 Senior
       Secured First Lien Revolving Facility; and

  (ii) an engagement letter with Credit Suisse Securities (USA)
       LLC, GECM and the Purchaser, in connection with the
       Hospital Acquisition Sub I LLC $200,000,000 Senior Secured
       First Lien Term Facility.

In addition, the Debtors seek court authority to perform their
obligations under the Engagement Letters, including payment of
certain expenses incurred in connection with the Credit Facilities
and the negotiation and documentation of the Engagement Letters
and the Credit Facilities as administrative expenses in the
Chapter 11 cases, without the need to file any motion or proof of
claim, payable immediately without further order of the Court.

Funds from the proposed financing will be used to finance the
Debtors' obligations after the closing of the sale of their
assets.

A hearing on the request will be held on May 22, 2013, at 11:00
a.m. (ET).  Objections are due May 15.

                          About LifeCare

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

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

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

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

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

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


LEHMAN BROTHERS: Has Approval of LB Finance Settlement
------------------------------------------------------
Lehman Brothers Holdings Inc. won a bankruptcy judge's approval to
settle Lehman Brothers Finance AG's $15.4 billion claim.

Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the agreement, which settles
Lehman's last major dispute with its former Swiss derivatives
unit.

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

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

Last month, the bankruptcy judge approved an agreement, which
settles Lehman's customer claim against its brokerage arm.
The settlement reduced the company's customer claim from
$19.9 billion to $2.3 billion.  In return, Lehman will receive a
$14 billion unsecured claim against the brokerage.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Sues Intel to Recoup Collateral
------------------------------------------------
Lehman Brothers Holdings Inc. has sued Intel Corp. to recover
collateral allegedly seized by the chip maker in breach of a swap
agreement.

Under the swap deal, Intel gave $1 billion to Lehman Brothers OTC
Derivatives Inc. in exchange for 50.5 million Intel shares, to be
delivered on the settlement date of Sept. 29, 2008.  The
derivatives unit also posted $1 billion in cash collateral to
Intel.

Intel terminated the deal two weeks after Lehman filed for
bankruptcy protection on Sept. 15, 2008, and seized the entire $1
billion in collateral, including $2 million in interest,
according to a complaint filed in U.S. Bankruptcy Court in
Manhattan.

"By seizing LOTC's collateral in its entirety and by failing to
return the portion of LOTC's collateral that is beyond Intel's
reasonable losses, Intel breached the swap agreement," Lehman
said in the complaint.  The company said the chip maker's losses
as a result of the termination were less than $1 billion.

The case is Lehman Brothers Holdings Inc., et al. v. Intel Corp.,
13-01340, U.S. Bankruptcy Court, Southern District of New York
(Manhattan).

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Sues Syncora to Disallow Claims
------------------------------------------------
Lehman Brothers Holdings Inc. filed a lawsuit against Syncora
Guarantee Inc., seeking to disallow the contingent portions of,
and subordinate the remainder of, the insurance firm's claim
against the company.

Syncora is an insurance firm that insured residential mortgage-
backed securitization trusts, including the securitization
transaction known as GreenPoint Mortgage Funding Trust 2006-HE1,
Home Equity Loan Asset-Backed Notes, Series 2006-HE1, which is
the subject of the claim.

Syncora sold insurance to GreenPoint Mortgage Funding Trust 2006-
HE1 and provided a guarantee of payments to certain investors.
The trust, however, suffered a decline of cash flows, which
caused shortfalls in its ability to make payments to investors.
As a result, the trustee U.S. Bank N.A. submitted claims to
Syncora under the insurance policy it issued to the bank for
amounts equal to the shortfall in payments to the investors.

Syncora filed the claim, seeking amounts that it has paid to the
trust as well as amounts that it may pay in the future.  Through
the claim, the firm seeks to have the bankruptcy court treat its
present and future reimbursement claims against Lehman pari passu
with the claims of the investors.

Lehman lawyer, Glenn Siegel, Esq., at Dechert LLP, in New York,
said the insurance firm is "directly competing" with the
investors, who are the beneficiaries of the policy, over the
limited proceeds of Lehman's estate.

"The portion of the claim that constitutes contingent amounts
should be disallowed, and any portion of the claim that is
allowed should be subordinated," Mr. Siegel said in a court
filing.

The case is Lehman Brothers Holdings Inc. v. Syncora Guarantee
Inc., 13-01341, U.S. Bankruptcy Court, Southern District of New
York (Manhattan).

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Wins OK for Sale of LB Rose Properties
-------------------------------------------------------
Lehman Brothers Holdings Inc. received the green light from the
U.S. Bankruptcy Court in Manhattan to sell Debtor LB Rose Ranch
LLC's interests in a property located in Glenwood Springs,
Colorado.

The property is a 225-acre unfinished resort community, which
consists of a residential development, and recreation facilities
including a golf course.

LB Rose took ownership of the property before it filed for
bankruptcy protection through the exercise of its remedies as a
secured lender.

The sale is part of Lehman's effort to raise cash, and begin
distributions to LB Rose's creditors.  The Lehman unit has only
about $1 million in available cash as of April 9, according to
court filings.

Interested buyers are required to submit bids for the property to
Lehman and Racebrook Marketing Concepts LLC.  The winning bidder
has 10 business days to execute a sale agreement and 30 days to
close.  Lehman will proceed with the next highest offer in case
the winning bidder fails to close the deal.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Weil Gotshal Files 41st Report on Settlements
--------------------------------------------------------------
Weil Gotshal & Manges LLP, Lehman Brothers' legal counsel, filed a
status report on the settlement of claims it negotiated through
the alternative dispute resolution process.

The report noted that since the filing of the 40th status report,
Lehman has served two additional ADR notices, bringing the total
number of notices served to 285.

The company also reached settlements with counterparties in 11
ADR matters, four as a result of mediation.  Upon closing of
those settlements, the company will recover a total of
$1,496,783,442.  Settlements have now been reached in 255 ADR
matters involving 348 counterparties.

As of April 24, 99 of the 104 ADR matters that reached the
mediation stage and concluded were settled through mediation.
Only five mediations were terminated without settlement.

Eight more mediations are scheduled to be conducted for the
period April 24 to June 5, 2013.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LLS AMERICA: Trustee Can File Amended Complaint v. Ken Phillips
---------------------------------------------------------------
The bankruptcy court authorized Bruce P. Kreigman, as Chapter 11
trustee of LLS America LLC, to amend his complaint against Ken
Phillips, Adv. Proc. No. 11-80127-PWC11 (Bankr. E.D.Wash.), a copy
of which decision is available at http://is.gd/zh24iSfrom
Leagle.com.

The proposed amended complaint contains the same causes of action
-- the recovery of transfers made by a debtor allegedly engaged in
a Ponzi scheme from the initial transferee -- but seeks to add an
additional party, Dr. Ken Phillips, Inc., a corporation which is
in some unknown manner related to or associated with the existing
defendant Dr. Ken Phillips.  The basis for doing so is that the
individual defendant now alleges that the transfers sought to be
recovered by the plaintiff from the defendant were not in fact
received by the defendant.  Rather, they were received by the
corporation.  Additionally, the defendant alleges that the source
of the funds initially transferred to the bankruptcy estate was
the corporation rather than the defendant . The plaintiff in the
proposed amended complaint not only adds the corporation as a
party defendant, but further requests that the corporate form of
the additional corporate defendant be disregarded for the purposes
of the litigation.

Bankruptcy Judge Patricia William however makes clear that the
amendment is without prejudice to the defendant corporation or the
individual defendant later seeking reconsideration of the order
within 60 days.  Any reconsideration should be based on whatever
relevant evidence is elicited through discovery within the next 60
days.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


LPL HOLDINGS: S&P Assigns 'BB-' Rating to $1.084BB Secured Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
senior secured debt rating on LPL Holdings Inc.'s proposed
$1.084 billion term loan B.  At the same time, S&P affirmed all of
its other ratings on LPL, including its 'BB-' long-term issuer
credit rating.  The rating outlook remains stable.

"We affirmed the ratings on LPL because we believe its financial
profile will remain supportive of the rating, despite the
expectation that total debt will increase by $236 million after
the prepayment of term loan A amortization," said Standard &
Poor's credit analyst Robert Hoban.  This is because S&P expects
that by year-end 2013 the firm's debt-to-adjusted EBITDA ratio
will be below 3.5x.  S&P continues to consider debt to adjusted
EBITDA above 3.5x indicative of negative ratings pressure.  S&P
also expects adjusted EBITDA to interest expense coverage will
remain good for the rating at more than 7.5x.  Underlying these
expectations for leverage and coverage is S&P's base-case
assumption that operating performance will support mid- to high-
single-digit percentage growth in adjusted EBITDA over the next
few years.  The firm's debt service capacity will benefit from the
planned prepayment of its term loan A's steep quarterly
amortization, the elimination of which will offset most, if not
all, of the increase in interest expense from the additional debt.

"We view the reversal of the firm's previous debt reduction track
record negatively because we believe it calls into question
management's commitment to improving the financial profile.
Further, because of management's recent shareholder spending and
LPL's former private equity sponsor's large ownership stake, we
expect that LPL will use at least some of the debt proceeds to
fund additional stock buybacks or dividends.  On the positive
side, we believe that this funding should enable the firm to
manage the additional shareholder spending without compromising
its liquidity.  Specifically, we expect management will maintain
its goal of holding a minimum of $200 million of cash on the
balance sheet."

The stable outlook reflects S&P's expectation that LPL will at
least modestly improve its operating performance and maintain
adequate liquidity.  S&P expects debt to interest expense coverage
to remain in excess of 7.5x and leverage to improve with debt to
adjusted EBITDA peaking around 3.5x and then declining steadily.
The outlook incorporates S&P's expectation that the firm will
remain very shareholder friendly as long as its former private
equity sponsors continues to hold their large positions in the
firm.  S&P also expects the company to continue to operate with
very modest credit and market risk exposure and to improve its
risk-management infrastructure.

S&P could lower its ratings on LPL if debt service coverage or
debt to EBITDA remain outside its parameters at or after year-end
2013 or if on-balance-sheet cash falls significantly below
$200 million.  The firm's aggressive financial management,
particularly high debt leverage, lack of tangible equity, and what
S&P considers an excessive shareholder focus, limits the potential
for an upgrade.


MAGNETATION LLC: Moody's Assigns B3 CFR & Rates $325MM Note B3
--------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and B3-PD probability of default rating to Magnetation LLC. In
addition, Moody's assigned a B3 rating to the company's proposed
$325 million senior secured notes due 2020. The proceeds from the
proposed note offering will be used to repay the company's
outstanding $50 million term loan A, establish a $46 million
interest reserve account; fund the development of an iron ore
pellet plant and an iron reclamation plant. A stable rating
outlook was assigned.

The following ratings were assigned in this rating action:

  Corporate Family Rating B3;

  Probability of Default Rating B3-PD;

  $325 million senior secured notes B3 (LGD4, 53%);

This is a newly initiated rating and is Moody's first press
release on this issuer.

Ratings Rationale:

The B3 corporate family rating reflects Magnetation's weak pro
forma credit metrics, short operating history, small scale and low
level of revenue and EBITDA, the risks associated with a start-up
operation based on a relatively new technology, lack of end-market
diversification and high risk customer base. The company is
expected to have only two customers and both are either
financially weak (AK Steel - B2 Negative) or have significant
unresolved financial obligations (AHMSA - NR). The company is also
predominantly focused on the volatile and recently weak steel
industry and has little exposure to other end-markets.

Magnetation's ratings are supported by the company's strong profit
margins, attractive off-take contracts, adequate pro forma
liquidity profile and lack of near term debt maturities once the
note offering and new credit facility are completed. The company
plans to establish a $50 million senior secured revolving credit
facility due 2018.

Magnetation's pro forma credit metrics will be very weak since the
company is mostly in a start-up phase and has limited revenue and
EBITDA. The company generated revenue of only $70 million and
adjusted EBITDA of just $33 million in the year ended December 31,
2012. The company is expected to generate similar results in 2013
since it can only produce limited quantities of iron concentrate
until they construct a pellet plant and a third and more sizeable
reclamation plant. Therefore, the company is expected to have an
elevated pro forma leverage ratio of approximately 9.0x and a
relatively weak interest coverage of ratio of about 1.2x after the
issuance of the notes. In addition, the company is expected to
have negative free cash flow until the pellet plant and
reclamation plant projects are complete. The remaining cost of
these two projects is estimated at approximately $450 million and
is expected to be completed by the end of 2015.

The company is targeting a minimum liquidity level of
approximately $50 million throughout its construction life cycle.
They expect the proceeds from the $325 million note offering, $150
million of additional equity investments by AK Steel, cash flow
from operations and availability on the new revolver to enable it
to maintain ample liquidity. They have no plans to draw on the
revolver during the construction of the pellet and iron
reclamation plants.

The stable outlook presumes the company successfully completes the
construction of the new iron ore pellet plant on time and within
budget and that operating results are stable or modestly improved
over the next 12 to 18 months.

The ratings are unlikely to experience upward pressure in the
short term since the company's revenue, EBITDA and credit metrics
are not expected to significantly improve until 2015 when
construction of the pellet plant is complete. However, an increase
in the interest coverage ratio (EBIT/Interest) to more than 2.5x
or a decline in the leverage ratio (Debt/EBITDA) below 5.0x could
lead to an upgrade.

Negative rating pressure could develop if operating results
deteriorate, the timing of the start-up of the pellet plant is
delayed or the construction runs well over budget resulting in
weaker than expected credit metrics. This would include an
interest coverage ratio (EBIT/Interest) below 1.0x and a leverage
ratio above 8.0x. A significant reduction in borrowing
availability or liquidity could also result in a downgrade.

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

Headquartered in Grand Rapids, Minnesota, Magnetation LLC is a
joint venture between Magnetation Inc. (50.1% ownership) and AK
Steel Corporation (49.9% ownership) that reclaims iron ore
concentrate from previously abandoned iron ore waste stockpiles
and tailings basins located on the Mesabi Iron Range. The joint
venture currently owns and operates two reclamation plants located
in Keewatin and Taconite, MN, which produce iron ore concentrate
from iron ore tailings. The company expects to construct a 3
million metric ton per year iron ore pellet plant in Reynolds,
Indiana and an additional concentrate reclamation plant located
near Coleraine, MN. The joint venture has an off-take agreement
with Altos Hornos de M‚xico, S.A.B. de C.V. (AHMSA) to sell up to
637,000 dry metric tons of iron concentrate per annum and
eventually plans to sell approximately 3 million tons of iron
pellets to AK Steel Corporation. The company generated
approximately $70 million in revenue for the trailing 12-month
period ended December 31, 2012.


MASTRO'S RESTAURANTS: S&P Raises Corporate Credit Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Woodland Hills, California-based Mastro's
Restaurants LLC to 'B-' from 'SD'.  At the same time, S&P affirmed
its 'B-' issue-level rating on the company's $102 million senior
secured notes due 2017.  The '4' recovery rating remains
unchanged.  The rating outlook is stable.

"The rating action follows our review of Mastro's business and
financial risk profiles after the company settled the pending
lawsuits with the original seller of the company and completed the
exchange of its approximately $42 million of seller notes for
equity," said credit analyst Mariola Borysiak.  "We assess the
company's business risk profile as "vulnerable" and its financial
risk profile as "highly leveraged".  In addition, we now view
Mastro's liquidity profile as "adequate".  We believe these
assessments will remain unchanged over the next year."

The stable outlook reflects the company's improving profitability
and S&P's expectations for modest revenue and EBITDA growth over
the next 12 months.  It also reflects S&P's expectations that
Mastro's will maintain adequate liquidity and modestly improve its
credit measures.  S&P could lower its ratings if increasing
competition, a weak economic recovery, and decreasing customer
spending lead to restrained profitability, resulting in
deterioration of liquidity such that the company's sources would
not be sufficient to cover its uses for the next 12 months.

Although unlikely in the next 12 months, S&P could upgrade
Mastro's if leverage declines to less than 6x, which would result
from significant EBITDA growth, as S&P do not expect any debt
reduction in the near future.


MAUI LAND: Incurs $1.81 Million Net Loss in First Quarter
---------------------------------------------------------
Maui Land & Pineapple Company, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $1.81 million on $3.35 million of
total operating revenues for the three months ended March 31,
2013, as compared with a net loss of $244,000 on $5.31 million of
total operating revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed $60.84
million in total assets, $96.68 million in total liabilities and a
$35.84 million stockholders' deficiency.

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

                        http://is.gd/frySSJ

                   About Maui Land & Pineapple Co.

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate.  The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.

Maui Land incurred a net loss of $4.60 million in 2012, as
compared with net income of $5.07 million in 2011.

Deloitte & Touche LLP, in Honolulu, Hawaii, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring negative cash
flows from operations and deficiency in stockholders' equity which
raise substantial doubt about the Company's ability to continue as
a going concern.


MEHENDI LLC: Case Summary & 4 Unsecured Creditors
-------------------------------------------------
Debtor: Mehendi, LLC
          fdba Baymont Inn & Suites
          dba Lake Charles Inn & Suites
        109 E. Frontage Road
        Iowa, LA 70647

Bankruptcy Case No.: 13-20395

Chapter 11 Petition Date: May 3, 2013

Court: U.S. Bankruptcy Court
       Western District of Louisiana (Lake Charles)

Judge: Robert Summerhays

Debtor's Counsel: Wade N. Kelly, Esq.
                  LAW OFFICE OF CHRISTIAN D. CHESSON
                  1777 Ryan Street
                  P.O. Box 2065
                  Lake Charles, LA 70601
                  Tel: (337) 433-0234
                  Fax: (337) 433-1274
                  E-mail: wnkellylaw@yahoo.com

Scheduled Assets: $1,100,000

Scheduled Liabilities: $2,269,170

A copy of the Company's list of its four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/lawb13-20395.pdf

The petition was signed by Girish Patel, managing member.


METALS USA: Moody's Withdraws Ratings After Facility Termination
----------------------------------------------------------------
Moody's Investors Service has withdrawn Metals USA Inc.'s B1
Corporate Family and B1-PD Probability of Default ratings.

Moody's has withdrawn the ratings following the acquisition of
Reliance Steel & Aluminum, which closed on April 15, 2013. The B2
rating on Metal USA's secured term loan facility has been
withdrawn since the facility has been terminated.

This concludes the review for upgrade commenced on February 6,
2013 when Reliance agreed to acquire Metals USA.

The following ratings were withdrawn:

Corporate Family Rating at B1;

Probability of Default at B1-PD;

$225 million term loan at B2 (LGD5, 73%);

Speculative grade liquidity rating at SGL-3

The last rating action was implemented on February 6, 2013, when
Moody's placed the B1 corporate family rating of Metals USA Inc.
under review for possible upgrade, following the announcement of
Reliance's agreement to acquire Metals USA for approximately $1.2
billion in cash.


MISSION NEW ENERGY: Cash at A$113,000 as of March 31
----------------------------------------------------
Mission New Energy Limited filed s quarterly report with the U.S.
Securities and Exchange Commission disclosing that it had
A$113,000 in cash at March 31, 2013.  A copy of the report is
available for free at http://is.gd/oOGQ4o

                      About Mission NewEnergy

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

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

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

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

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


MONTANA ELECTRIC: Trustee Asks Court to Value U.S. Bank's Claim
---------------------------------------------------------------
Lee A. Freeman, the Chapter 11 trustee for debtor Southern Montana
Electric Generation and Transmission Cooperative, Inc., asks the
U.S. Bankruptcy Court for the District of Montana to determine the
value of the a claim secured by a lien on property of the Debtor's
estate.

U.S. Bank National Association as Indenture Trustee, and certain
holders consisting of Prudential Insurance Company of America,
Universal Prudential Arizona Reinsurance Company, Prudential
Investment Management as successor in interest to Forethought Life
Insurance Company, and Modern Woodmen of America, filed a claim
(Claim No. 69) allegedly secured by collateral valued at
$5,600,000.

In support of the value, the Trustee submitted the expert reports.
In further support of the value, the Trustee relies on the case
captioned Associates Commercial Corp. v. Rash, 520 U.S. 953, 960-
965 (1997).  In Rash, the Supreme Court held that where a debtor
intends to retain collateral rather than surrendering it to a
secured creditor, for purposes of cram down, the value of the
collateral is the replacement-value of the collateral, which the
Court defined as "the price a willing buyer in the debtor's trade,
business, or situation would pay to obtain like property from a
willing seller of like age and condition." 520 U.S. at 959, n. 2;
see also, 520 U.S. at 960.

In other words, even though the "proposed disposition or use" of
collateral under Section 506(a)(1) of the Bankruptcy Code may be
its continued retention and use by the debtor, the concept of
"replacement value" nonetheless posits an implied or hypothetical
sale of the collateral.  Indeed, the concept of value is
meaningless outside the context of a real or hypothetical sale and
purchase.  Although Rash was a case under Chapter 13, its holding
applies to cases under Chapter 11 as well.  In re Hand, Case No.
08-61264-11, Bankr. D. Mont., May 5, 2009.  Thus, with respect to
the value of the Wholesale Power Contracts between the Debtor and
its members, the relevant inquiry is: "What price would a willing
buyer, such as another generation and transmission electric
cooperative, pay to a willing seller to obtain contracts with like
terms and conditions?"

The Debtor's currently in force Wholesale Power Contracts, that
is, the contracts that were executed in 2007, provide that the
rates thereunder will provide the seller with "revenues which
shall be sufficient, but only sufficient, with revenues of [the
Debtor] from all other sources, to meet: the costs of operation
and maintenance [of any plant and related facilities]; the cost of
any electric energy and related services purchased for resale by
[the Debtor]; the cost of transmission service; the payments on
account of principal and interest on all indebtedness of [the
Debtor]; and to provide for the establishment and maintenance of
reasonable reserves."

In other words, the Debtor cannot make a profit from the Wholesale
Power Contracts with its members.  Even the "reasonable reserves"
allowed for under the contracts is not a profit, but remains the
property of the members as a component of their "patronage
capital."  So, then, how much would another "G & T" cooperative,
for example, Central Montana Electric Power Cooperative, pay for
the Debtor's Wholesale Power Contracts? The answer is "nothing,"
the Chapter 11 Trustee tells the Court, because a buyer of the
contracts cannot make a profit or margin off of them.  The Chapter
11 Trustee says the answer would be the same if the would-be
willing buyer were a for-profit electric utility, for example,
NorthWestern Energy.

Northwestern Energy could charge rates that were sufficient, but
only sufficient, to perform the contracts and nothing more, the
Chapter 11 notes.  Under these circumstances, a for-profit
electric utility would not pay a sou for any of the Debtor's
Wholesale Power Contracts.

                  About Southern Montana Electric

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

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

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

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


MONTANA ELECTRIC: Trustee Wants Cash Collateral Use Extended
------------------------------------------------------------
Lee A. Freeman, the Chapter 11 trustee for Southern Montana
Electric Generation and Transmission Cooperative, Inc., asks the
U.S. Bankruptcy Court for the District of Montana to approve a
stipulation entered into with U.S. Bank National Association
agreeing to further extend the termination of the Final Cash
Collateral Order until Aug. 31, 2013.

The Chapter 11 Trustee says approval of the stipulation is
necessary because he continues to have an immediate and critical
need to use the Cash Collateral to operate the business and to
effectuate a reorganization of the Debtor's business.  Without the
use of the Cash Collateral, the Chapter 11 Trustee will not have
sufficient liquidity to be able to continue to operate the
Debtor's business and pursue reorganization efforts.

                  About Southern Montana Electric

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

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

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

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


MPM TECHNOLOGIES: Has $500,000 Purchase Agreement with Investors
---------------------------------------------------------------
MPM Technologies, Inc., entered into a purchase agreement with
certain accredited investors to issue and sell convertible
promissory notes to those accredited investors, representing an
aggregate principal amount of up to $500,000.  As of May 2, 2013,
$100,000 in Notes have been purchased by investors.  The closing
of the initial $100,000 in Notes occurred on May 1, 2013.

The principal balance of each Note is convertible into common
stock of the Company, at the election of the Holder, beginning 24
months after the issuance of the Note.  The conversion price under
each note is equal to the market price multiplied by 75 percent.
Each Note has a term of up to two years.  The Company has the
right to prepay the principal and interest, if any, under the Note
without penalty.  Interest on each Note accrues at a rate of 9
percent per annum.  Each Note contains customary default
provisions, including provisions for potential acceleration of the
Note and automatic conversion of the principal amount and accrued
interest, if any, of the Note into common stock of the Company at
a Default Conversion Price.

The Notes were offered and sold in reliance upon exemptions from
registration pursuant to Section 4(2) under the Securities Act of
1933, as amended, and Rule 506 of Regulation D promulgated
thereunder.  The offering was made to certain "accredited
investors".

Based upon the May 1, 2013, market price of $0.245 per share and
the 25 percent discount, the maximum number of shares convertible
under the Notes is approximately 2,721,089 shares, and the number
of shares convertible under the $100,000 aggregate principal
amount of Notes purchased by the Initial Investors is
approximately 544,218 shares.

                      About MPM Technologies

Headquartered in Parsippany, N.J., MPM Technologies Inc.
(OTC BB: MPML) -- http://www.mpmtech.com/-- operates through its
three wholly owned subsidiaries: AirPol Inc., NuPower Inc. and MPM
Mining Inc.  During the year ended Dec. 31, 2007, AirPol was the
only revenue generating entity.  AirPol operates in the air
pollution control industry.  It sells air pollution control
systems to companies in the United States and worldwide.

The company through its wholly owned subsidiary NuPower is engaged
in the development and commercialization of a waste-to-energy
process known as Skygas.  These efforts are through NuPower's
participation in NuPower Partnership, in which MPM has a 58.21%
partnership interest.  NuPower Partnership owns 85% of the Skygas
Venture.  In addition to its partnership interest through NuPower
Inc., MPM also owns 15% of the Venture.

The Company's balance sheet at Sept. 30, 2010, showed
$1.17 million in total assets, $15.32 million in total
liabilities, all current, and a stockholders' deficit of
$14.15 million.  The Company recorded a net loss of $1.56 million
for 2009 from a net loss of $1.72 million for 2008.

The Company has not filed its periodic reports after the quarterly
report ending Sept. 30, 2010.


MUSCLEPHARM CORP: Richard Estalella Appointed as COO
----------------------------------------------------
The Board of Directors of MusclePharm Corporation appointed Mr.
Richard Estalella as Chief Operating Officer.

Mr. Estalella, 51, served as Senior Vice President of Operations
at Arbonne International, LLC, since 2005.  Mr. Estalella was
instrumental in Arbonne's expansion operations and distribution
upgrades and was responsible for all warehouse and distribution
facilities, facilities maintenance departments and Customer
Service.  Previously, between 1998 and 2005, he owned a consulting
business specializing in retail, operations, warehousing and
distribution.  Prior to that, Mr. Estalella served as Senior Vice
President of Warehouse Operations for Office Depot between 1987
and 1998 and established many of its retail markets, along with
its nationwide distribution center network also helped grow it
into a $9 billion company.

Pursuant to the offer letter extended to Mr. Estalella dated
April 9, 2013, and amended on April 30, 2013, Mr. Estalella will
serve as the Company's Chief Operating Officer for a term of three
years.  Mr. Estalella will be entitled to a base salary of
$250,000 annually and a cash bonus of up to $250,000 for 2013
based on criteria and thresholds of EBITDA and other measures to
be determined by the Board or the Compensation Committee of the
Board in line with the Company's bonus structure for other
executive officers.  Mr. Estalella will also receive a grant of
50,000 shares of the Company's common stock or options to purchase
50,000 shares of the Company's common stock (subject to vesting)
which plan is currently being reviewed by an independent third
party to optimize both Mr. Estalella and the Company's tax and
accounting position.  In addition, Mr. Estalella will also be
entitled to a relocation reimbursement of up to $50,000.

There is no family relationship between Mr. Estalella and any of
our other officers and directors.  There are no understandings or
arrangements between Mr. Estalella and any other person pursuant
to which Mr. Estalella was selected as an officer.

There has not been any transaction or currently proposed
transaction, in which the Company was or is to be a participant
and the amount involved exceeds $120,000, and in which Mr.
Estalella had or will have a direct or indirect material interest
since the beginning of the Company's last fiscal year.

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $7.81 million in total
assets, $15.10 million in total liabilities, and a $7.29 million
total stockholders' deficit.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


NECH LLC: US Trustee Balks at Plan Outline; Hearing Tomorrow
------------------------------------------------------------
The U.S. Trustee objects to the disclosure statement explaining
Nech, LLC's proposed Chapter 11 Plan of Reorganization complaining
that there is no adequate information relating to the Debtor's
financial status, there are inaccurate or inconsistent
information, and some provisions in the Disclosure Statement are
not in the Plan.

Specifically, the U.S. Trustee complains that the Debtor has not
timely filed its monthly operating reports for the period ending
March 2013.  The U.S. Trustee asserts that without the monthly
operating reports, it is impossible to determine whether the
Debtor's cash projections stated in the Plan is correct.

Judge Richard M. Neiter of the U.S. Bankruptcy Court for the
Central District of California, Los Angeles Division, will convene
a hearing to consider the adequacy of the Disclosure Statement on
May 9, 2013, at 2:00 p.m.  A status conference hearing will also
be held on the same date.

As previously reported by The Troubled Company Reporter, the
Debtor's Plan restructures the Debtor's debt with its two secured
creditors: Bank of America, N.A., and the Los Angeles County
Treasurer and Tax Collector.  The Debtor's loan with BofA will be
paid fully within next 30 years with a 6% fixed interest rate.
The Debtor will pay off its debt with the Los Angeles Treasurer
and Tax Collector within the next 5 years with 6% interest.

General unsecured creditors are classified into two: Class 6(a)
and Class 6(b).  Class 6(a) is a creditor whose allowed claim is
$1,000 or less or who elects to reduce its allowed claim to
$1,000, will receive a single payment equal to 100% of its allowed
claim.  Class 6(b) creditors are other general unsecured creditors
who will be paid 0% of their allowed claims.

                          About NECH LLC

Baldwin Park, California-based NECH, LLC, filed its Chapter 11
petition on Aug. 12, 2012, in the U.S. Bankruptcy Court Central
District of California (Los Angeles), with Case No. 12-39607,
under Judge Richard M. Neiter.  NECH disclosed $9,836,584 in
assets and $286,628,147 in liabilities.  Bank of America, N.A.,
which holds a $283,790,245 claim, is the largest unsecured
creditor.


NEW CENTURY TRS: Court Rejects Lamour's 2nd Disclosure Request
--------------------------------------------------------------
In the chapter 11 case of New Century TRS Holdings, Inc.,
Bankruptcy Judge Kevin J. Carey denied Annette Lamour's "2nd
Motion Demand for Validation of Subscribed Oaths of Office and
Bonds for all Public and Private Officials (All Official
Identifying Oaths and Bonds for Counselors, the Trustee and the
Judge Carey) Per Title 28 U.S.C. Sec. 453, U.S.C. 5 Sec. 3331, The
Delaware Constitution IV (to be Submitted with 3 days of Court
Receipt 5PM; Challenge Jurisdiction of the Court (Federal Rules of
Civil Procedure 60); Motion to Subpoena the Records, Contracts,
Purchase and Sale of the Lamour Property; 2nd Motion to Invoke the
Rule 2019".

The Trustee for New Century Liquidating Trust objected to Ms.
Lamour's Second Disclosure Motion.

A copy of Judge Carey's April 30, 2013 Memorandum Order is
available at http://is.gd/DykCitfrom Leagle.com.

Ms. Lamour has initiated other contested matters before the
Delaware bankruptcy court in the Debtors' case.  The first matter
involved her claim aginst Debtor New Century Mortgage Corporation.
After the claim was disallowed due to her non-appearance at
hearings, Ms. Lamour filed a first request for disclosure and a
separate request for "bonds and oaths of office."  The request was
denied due to Ms. Lamour's lack of standing to pursue them.

The second request for disclosure seeks the same relief as in the
First Disclosure Motions, and adds an "objection to jurisdiction"
and a "motion to subpoena" certain documents.

In his April 30 decision, Judge Carey reiterates that Ms. Lamour
is not a creditor of the Debtors and has no standing to pursue her
second request for disclosure.  The judge also notes that Ms.
Lamour's discovery request is not related to any ongoing
litigation as the Claim Litigation is complete.

                        About New Century

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

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

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

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

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

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


NEWLAND INT'L: Taps Epiq as Claims and Balloting Agent
------------------------------------------------------
Newland International Properties Corp. sought and obtained
approval from the Bankruptcy Court in Manhattan to hire Epiq
Bankruptcy Solutions LLC.  The Debtor has a pending application to
also hire Epiq as voting and tabulation agent.

The Debtor has not yet filed its schedules of assets and
liabilities, and is seeking a waiver of such filing in the event
that the Plan becomes effective within 62 days of the Petition
Date.  The Debtor anticipates that there will be in excess of
1,000 entities to be noticed, the majority of whom are located
outside of the United States.  In view of the number and location
of anticipated claimants, the Debtor submits that the appointment
of a claims and noticing agent is both necessary and in the best
interests of both the Debtor's estate and its creditors.

Prior to the Petition Date, the Debtor commenced the solicitation
of votes with respect to the Prepackaged Plan of Reorganization
for the Debtor under Chapter 11 of the Bankruptcy Code, dated
March 29, 2013.  Due to the administrative complexity of the
voting process where, as here, votes on a plan of reorganization
have been solicited from holders of public securities, the Debtor
believes that it requires the assistance of Epiq to perform
balloting and tabulation duties as well as other administrative
duties.

As claims agent, Epiq will charge the Debtors at these discounted
rates:

   Position                                  Hourly Rate
   --------                                  -----------
Clerical                                     $30 to $45
Case Manager                                 $60 to $95
IT/ Programming                              $70 to $135
Senior Case Manager / Consultant            $100 to $140
Senior Consultant                           $160 to $195

For its noticing services, Epiq will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For database
maintenance, the firm will charge $0.10 per record per month, with
fees for the first three months waived.  For online claim filing
services, Epiq will charge $600 per 100 claims filed.  For online
claim filing, the firm will charge $300 per 100 claims filed.
Epiq's call center operator will charge $75 per hour with the
first $5,000 of charges waived and its communication counselor
will charge $250 per hour.

For its solicitation and balloting services, Epiq's executive vice
president will charge $290 per hour, its vice president, director
of solicitation will charge $250 per hour, and other associates
will charge at standard hourly rates and noticing fees.

                    About Newland International

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

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

Newland tapped Gibson, Dunn & Crutcher, LLP, as bankruptcy
counsel; Adames, Duran, Alfaro & Lopez as Panamanian counsel; Epiq
Bankruptcy Solutions, LLC, as claims and notice agent and
tabulation agent; and Gapstone, LLC as financial advisor.

The Debtor estimated assets and debts of $100 million to $500
million.


NEWLAND INT'L: Final Cash Collateral Hearing on May 17
------------------------------------------------------
Newland International Properties Corp. early this month obtained
interim approval to use cash collateral from the Petition Date
until May 17, 2013.  The bankruptcy judge will convene a hearing
on May 17 at 10:00 a.m. to consider entry of a final order with
respect to the use of cash collateral.

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

Under the Debtor's prepackaged plan, the noteholders will receive
new notes that reschedule the Debtor's principal payment
obligations to more closely align such obligations with the cash
flows expectations.  The prepetition noteholders that overwhelming
voted to accept the prepackaged plan has also expressly consented
to the Debtor's use of cash collateral.

The Debtor said it does not have sufficient available sources of
working capital and financing to carry on the operation of its
business without the use of the Cash Collateral.

The Debtor seeks to operate its business for the benefit of all
constituents solely with cash generated from its assets.  For the
Debtor to use the cash collateral, the U.S. Bankruptcy Code
requires that it either receive consent to do so or,
alternatively, provide prepetition lienholders holding an interest
in the Cash Collateral with "adequate protection."

The Debtor noted that Panamanian courts may not recognize any
foreign orders that affect property located in Panama.  The cash
collateral is located in bank accounts maintained in New York and
in Panama.  While the Debtor is seeking to provide adequate
protection to the prepetition noteholders in the form of
replacement liens on all of the Debtor's assets, including assets
located in Panama, such replacement liens may, therefore, not be
enforceable in Panama as a practical matter.

The Debtor has sought and obtained the consent of the prepetition
noteholders holding greater than a majority of the outstanding
principal amount of the prepetition notes to use cash collateral
securing such notes without providing adequate protection with
respect thereto other than the replacement liens and superpriority
administrative expense claims pursuant to 11 U.S.C. Sec. 507(b)
and cash payment for budgeted, reasonable fees and expenses of the
trustee and its professionals on a monthly basis.

The prepetition noteholders also have directed the trustees for
the notes to (i) not object to (or support any objection to) the
use of the cash collateral, and (ii) not independently file a
motion or otherwise seek adequate protection with respect to the
use of the cash collateral.

                    About Newland International

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

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

Newland tapped Gibson, Dunn & Crutcher, LLP, as bankruptcy
counsel; Adames, Duran, Alfaro & Lopez as Panamanian counsel; Epiq
Bankruptcy Solutions, LLC, as claims and notice agent and
tabulation agent; and Gapstone, LLC as financial advisor.

The Debtor estimated assets and debts of $100 million to $500
million.


NEWLAND INT'L: Proposes Gapstone as Financial Advisor
-----------------------------------------------------
Newland International Properties Corp. seeks approval from a
bankruptcy judge in New York to hire Gapstone LLC as financial
advisor nunc pro tunc to the Petition Date.

Founded in 2008, Gapstone has extensive experience in, and an
excellent reputation for high-quality financial advisory and
investment banking services to companies and large-scale projects
in complex financing transactions.

Gapstone will provide a broad range of necessary financial
advisory services deemed appropriate and feasible in order to
advise the Debtor in the course of the Chapter 11 case.

Gapstone will be paid on a fixed success fee basis.  The
Engagement Agreement provides that upon consummation of the
Debtor's prepackaged plan, Gapstone would earn a Debt Re-
Acquisition Fee equal to 2.0% of the total face value of
Client Debt that is subject to acquisition, exchange,
rescheduling, or cancellation; provided that, in connection with
any court ordered bankruptcy plan of reorganization including but
not limited to a prepackaged or pre-negotiated plan, the lesser of
(i) 2.0% of the total face value of Client Debt that is subject to
acquisition, exchange, rescheduling, or cancellation and (ii)
$4,000,000.

Because the Debtor is seeking approval of the fee and expense
structure under Section 328(a) of the Bankruptcy Code, the Debtor
believes that Gapstone's compensation should not be subject to any
additional standard of review under Section 330 of the Bankruptcy
Code.

A hearing on the application is slated for May 17.

                    About Newland International

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

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

Newland tapped Gibson, Dunn & Crutcher, LLP, as bankruptcy
counsel; Adames, Duran, Alfaro & Lopez as Panamanian counsel; Epiq
Bankruptcy Solutions, LLC, as claims and notice agent and
tabulation agent; and Gapstone, LLC as financial advisor.

The Debtor estimated assets and debts of $100 million to $500
million.


NEWLAND INT'L: Seeks OK for Gibson Dunn as Bankruptcy Counsel
-------------------------------------------------------------
Newland International Properties Corp. seeks approval from a
bankruptcy judge in New York to employ Gibson, Dunn & Crutcher,
LLP as general bankruptcy and restructuring counsel nunc pro tunc
to the Petition Date.

Gibson Dunn has, for over six years, served as outside U.S.
counsel to the Debtor in connection with the $220 million
prepetition senior secured notes.  In the 12 months prior to the
filing of the Chapter 11 Case, Gibson Dunn billed, and received
payments from, the Debtor in the aggregate amount of $3,060,630
for professional services rendered and expenses incurred.

As Chapter 11 counsel, Gibson Dunn intends to apply to the U.S.
Bankruptcy Court for payment of compensation and reimbursement of
expenses in accordance with the procedures set forth in the
applicable provisions of Section 330 of the Bankruptcy Code.

The hourly rates of the firm's professionals are:

                                     Current
   Timekeeper         Position     Hourly Rate
   ----------         --------     -----------
Kevin W. Kelley       Partner        $1,070
J. Eric Wise          Partner          $960
Shira D. Weiner       Associate        $775
Vladimir W. Sentome   Associate        $755
Aileen Ma             Associate        $695

The Debtor believes that Gibson Dunn is a "disinterested person"
pursuant to Sections 101(14) and 1107 of the Bankruptcy Code and
as required by Section 327(a) of the Bankruptcy Code.

A hearing on the application is slated for May 17.

                    About Newland International

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

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

Newland tapped Gibson, Dunn & Crutcher, LLP, as bankruptcy
counsel; Adames, Duran, Alfaro & Lopez as Panamanian counsel; Epiq
Bankruptcy Solutions, LLC, as claims and notice agent and
tabulation agent; and Gapstone, LLC as financial advisor.

The Debtor estimated assets and debts of $100 million to $500
million.


NEWLAND INT'L: Taps Adural as Panamanian Counsel
------------------------------------------------
Newland International Properties Corp. submitted with the U.S.
Bankruptcy Court for the Southern District of New York an
application to employ Adames, Duran, Alfaro & Lopez as Panamanian
counsel nunc pro tunc to the Petition Date.

Adural is a Panamanian law firm that maintains a broad, general
practice in various areas of law, including but not limited to,
corporate and securities law, mergers and acquisitions, real
estate transactions, intellectual property, banking, international
commerce, project development, immigration and relocation law and
civil litigation.  The firm maintains an office in Panama City,
Panama.

Adural has extensive expertise and experience in virtually all
aspects of Panamanian law that may arise in the Chapter 11 Case.
In particular, Adural has substantial bankruptcy and
restructuring, corporate, employee benefits, environmental,
finance, intellectual property, labor and employment, litigation,
real estate, securities, and tax expertise.

The Debtor has employed Adural as Panamanian counsel since May
2010.  In the 12 months prior to the filing of the Chapter 11
case, Adural billed, and received payments from, the Debtor in the
aggregate amount of US$79,936 for professional services rendered
and expenses incurred.

Postpetition, Adural intends to (a) continue to charge for its
legal services on an hourly basis in accordance with its ordinary
and customary hourly rates in effect on the date services are
rendered, and (b) seek reimbursement of actual and necessary out-
of-pocket expenses.

The members of the Adural team who will be dedicated to assist
Newland are:

                                 Current         E-mail
   Name             Position     Hourly Rate     Address
   ----             --------     -----------     -------
Nadiuska Lopez
  de Abood          Leading Partner  $225    nlabood@adural.com
Ernesto Duran       Partner          $225    eduran@adural.com
Beatriz Romero      Consultant       $200    blromero@adural.com
Yarielka Melendez   Legal Assistant   $75    ymelendez@adural.com

A hearing on the application is scheduled for May 17.

                    About Newland International

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

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

Newland tapped Gibson, Dunn & Crutcher, LLP, as bankruptcy
counsel; Adames, Duran, Alfaro & Lopez as Panamanian counsel; Epiq
Bankruptcy Solutions, LLC, as claims and notice agent and
tabulation agent; and Gapstone, LLC as financial advisor.

The Debtor estimated assets and debts of $100 million to $500
million.


NORTEL NETWORKS: Mergis to Provide Staff for Residual Operations
----------------------------------------------------------------
Nortel Networks, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ The Mergis
Group, a division of Randstad Professionals US, LP, to support the
residual operations of the Debtors.  The firm will be employed
pursuant to Section 363(B) of the Bankruptcy Code.

Specifically, Mergis will provide the services of Timothy Ross to
serve as chief financial officer and secretary of the Debtors,
Allen Stout to serve as controller, and additional personnel to
assist Messrs. Ross and Stout in the performance of their duties.

Mergis will bill on an hourly basis based on the actual hours
worked pursuant to a current blended hourly rate of $350.  The
personnel to be provided by Mergis are as follows:

   Name                Description
   ----                -----------
   Timothy Ross        Chief Financial Officer and Secretary
   Allen Stout         Controller
   David Cozart        Associate
   Kim Ponder          Associate
   Jessica Lloyd       Associate
   Gary Storr          Associate
   Jane Davison        Associate
   Elizabeth Smith     Associate
   Deborah Parker      Associate

As security for Mergis' services, the Debtors will pay Mergis a
retainer in the amount of $1.5 million.  The Retainer may be
reduced periodically by Mergis for unpaid fees and expenses.  Upon
the termination of the Consulting Agreement and the provision of
staffing services, any unused portion of the Retainer will be
returned to the Debtors.

A hearing on the motion will be held on May 21, 2013, at 10:00
a.m. (ET).  Objections are due May 14.

                      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.


NORTHLAKE FOODS: Can't Get Back Dividend, 11th Circ. Rules
----------------------------------------------------------
Ama Sarfo of BankruptcyLaw360 reported that the Eleventh Circuit
on Monday affirmed a lower court ruling that Northlake Foods Inc.,
a bankrupt company that owned 150 Waffle House restaurants, can't
recover a dividend it paid to a shareholder because Northlake
received a reasonable exchange under its shareholder agreement.

According to the report, Northlake's trustee, David Crumpton, said
the company's $94,000 payment was a fraudulent transfer because
the payout wasn't a reasonable exchange. But the 11th Circuit
sided with a district court ruling that the payment was fair
because Northlake was reimbursing a shareholder, the report said.

The appellate case is, DAVID H. CRUMPTON, Plaintiff-Appellant, v.
A. DOUGLAS MCGARRITY, Defendant-Appellee, No. 12-15604 (11th
Cir.).

Tampa, Florida-based Northlake Foods, Inc., is a "Subchapter S"
Georgia corporation that owned roughly 150 Waffle House
restaurants in Georgia, Florida, and Virginia.  The company filed
for Chapter 11 relief (Bankr. M. D. Fla. Case No. 08-14131) on
Sept. 15, 2008.  Lori V. Vaughan, Esq., Roberta A. Colton, Esq.,
and Stephanie C. Lieb, Esq., at Trenam, Kemker, Scharf, Barkin,
Frye, O'Neill & Millis, P.A., represented the Debtor as counsel.
In its schedules, the Debtor listed total assets of $8,449,885 and
total debts of $9,370,829.

On Jan. 28, 2009, in accordance with the Bankruptcy Court's order
confirming the Debtor's Chapter 11 plan, the Bankruptcy Court
approved the appointment of David H. Crumpton as Distribution
Trustee for the Debtor's Distribution Trust.


ORCHARD SUPPLY: Incurs $118.4 Million Net Loss in Fiscal 2012
-------------------------------------------------------------
Orchard Supply Hardware Stores Corporation filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $118.37 million on $657.31 million of net
sales for the fiscal year ended Feb. 2, 2013, as compared with a
net loss of $14.45 million on $660.47 million of net sales for the
fiscal year ended Jan. 28, 2012.

For the 14 weeks ended Feb. 2, 2013, the Company incurred a net
loss of $33.57 million on $153.09 million of net sales, as
compared with a net loss of $7.24 million on $141.57 million of
net sales for the 13 weeks ended Jan. 28, 2012.

The Company's balance sheet at Feb. 2, 2013, showed $407.41
million in total assets, $438.02 million in total liabilities and
a $30.61 million total stockholders' deficit.

"The past year was one of significant progress in our ongoing
efforts to reposition the Orchard brand and execute our strategic
priorities," said Mark Baker, president and chief executive
officer.  "We are continuing to work productively with our lenders
to reach an agreement that will address our capital structure and
allow us to build a stronger platform from which we can deliver
improved results.  We continue to expect comparable store sales
growth of 9% to 11% in the first quarter, reflecting our team's
focused efforts during the important spring selling season.
Looking at the balance of the year, we hope to carry this momentum
into the second quarter and deliver solid operating results for
fiscal 2013."

Deloitte & Touche LLP, in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended Feb. 2, 2013.  The
independent auditors noted that the Company was not in compliance
with the leverage ratio covenant in its senior secured term loan
as of Feb. 2, 2013.  The Company's difficulties in meeting its
loan agreement covenants and financing needs, its recurring losses
from operations, and its negative working capital position as of
Feb. 2, 2013, raise substantial doubt about its ability to
continue as a going concern.

                         Bankruptcy Warning

"[W]hile we anticipate continued compliance with the terms and
conditions of the waiver while we address the terms of our
restructuring, failure to comply with the terms and conditions of
the waiver could cause the effectiveness of the waiver to
terminate.  In the event the waiver terminates, there would be a
default under the Senior Secured Term Loan and, as a result, the
lenders under the Senior Secured Term Loan could declare the
outstanding indebtedness to be due and payable, in acceleration of
the current maturity dates of December 21, 2013 and December 21,
2015.  As a result of the cross-default provisions in our debt
agreements, a default under the Senior Secured Term Loan could
result in a default under, and the acceleration of, payments in
the Senior Secured Credit Facility.  If payments under our credit
facilities were to be accelerated, we anticipate that we would
seek protection under the Bankruptcy Code."

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

                        http://is.gd/I35lFE

                        About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

As reported by the Troubled Company Reporter on March 8, 2013,
Orchard Supply on Feb. 11, 2013, expanded its existing Senior
Secured Credit Facility with Wells Fargo Capital Finance and Bank
of America, N.A., increasing total borrowing capacity to $145
million through the addition of a $17.5 million last-in-last-out
supplemental term loan tranche.  On Feb. 14, the Company obtained
a waiver from current Term Loan lenders related to compliance with
the leverage ratio covenant for the fiscal quarter ended Feb. 2,
2013, and the fiscal quarter ending May 4, 2013, which means that
the next applicable measurement date for the leverage covenant is
Aug. 3, 2013, subject to the Company's continued compliance with
the terms and conditions set forth in the waiver.  The Company
continues to work with Moelis & Co. toward the refinancing or
modification of its Senior Secured Term Loan.  The Company also
continues to explore several actions designed to restructure its
balance sheet for a sustainable capital structure, including
seeking new long term debt or equity.

The Wall Street Journal has reported that Orchard Supply also has
hired restructuring lawyers at DLA Piper and financial adviser FTI
Consulting, while people familiar with the matter said some
lenders involved in restructuring talks have engaged Zolfo Cooper
LLC and Dechert LLP.  WSJ relates people familiar with the talks
said Orchard Supply and its lenders are discussing an out-of-court
restructuring or a so-called prepackaged bankruptcy filing.

                           *     *     *

As reported by the Troubled Company Reporter on Dec. 13, 2012,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Orchard Supply to 'CCC' from 'B-'.  The outlook is
negative.

"We are also lowering our rating on the company's term loan to
'CCC' from 'B-' in conjunction with the downgrade.  The recovery
rating remains '4' recovery rating, indicating our expectation for
average (30% to 50%) recovery in the event of a payment default,"
S&P said.

"The ratings on Orchard Supply reflects Standard & Poor's Ratings
Services' assessment of its financial risk profile as 'highly
leveraged,' which incorporates near-term potential for
noncompliance with financial covenants and significant debt
refinancing risks.  Our view of its business risk profile as
'vulnerable' considers the company's small size relative to the
highly competitive home improvement segment of the retail industry
and its exposure to housing market conditions in California," S&P
said.


ORECK CORP: Files for Chapter 11 With Plans to Sell
---------------------------------------------------
Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee, on May 6, 2013, with plans to sell the
business as a going concern.

The Debtors said in court filings that they expect to reach
agreement on a proposed stalking horse bid for substantially all
of their assets in the next several days.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late
1960s.  The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.
Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.

Since 2010, Oreck's sales have declined due to increased
competition in vacuum cleaner products, the decline of the
specialty retail market for vacuum cleaners, and greater delay and
costs than anticipated in converting Oreck's marketing and product
strategy from direct to consumer advertising and sales to large
retail store distribution.

Oreck has run out of funding to support its operations during
this transition, but strongly believes that it remains a viable
business model for the long term.  At this point, the only option
for Oreck is to sell its assets under the temporary protection of
the Bankruptcy Code.

The Debtors have arranged $11 million of postpetition financing
from lenders led by Black Diamond Commercial Finance, L.L.C., as
agent.  The financing, the Debtors say, will allow them to finance
the Chapter 11 case pending completion of the going concern sale,
thus avert a liquidation and wind down.

The Debtors' assets are subject to a lien securing a line of
credit dated Aug. 29, 2012, in the maximum amount of $20 million
held by Wells Fargo Bank, National Association, as administrative
agent.  The assets are also subject to a second priority lien
securing certain revolving line of credit in the amount of $5.47
million held by Broadpoint Products Corp., as administrative
agent.

The Debtors seek approval to access DIP financing and use cash
collateral under these terms:

    * The $11 million senior secured superpriority DIP credit
facility will be used to purchase the prepetition first lien
lenders' debt and cover expenses set forth in the budget.

    * The DIP facility will mature nine months from the Petition
Date.

    * All loans will bear interest of 12% per annum, the agent
will receive a fee of $1 million, and the Debtors will pay an
unused line fee for the unused portion of the total DIP facility.

    * There will be a carve-out for fees to be paid to the U.S.
Trustee and, in an event of default, $400,000 for unpaid
professional fees.

    * The collateral of the DIP lenders will include proceeds from
avoidance actions pursued under, inter alia, Section 549 of the
Bankruptcy Code.

    * The Debtors have agreed to waive their rights to seek, among
other things, a surcharge pursuant to Sec. 506(c) of the
Bankruptcy Code.

    * As adequate protection for the use of cash collateral, the
first lien lenders will receive payment in full, in cash of the
first lien credit obligations and the second lien lenders will
receive a replacement security interest.

                          Sale Milestones

As a continuing condition to their use of the cash collateral and
DIP facility, the Debtors will:

    (i) on or before the date that is five days following the
Petition Date, file a motion under Section 363 seeking to sell
substantially all of the Debtors' assets;

   (ii) on or before the date that is 15 days after the deadline
to file the sale motion, obtain entry from the Bankruptcy Court of
an order approving bid procedures, which order will authorize the
solicitation of bids for the sale of the Debtors' assets and which
shall set a deadline to receive bids related to such sale of no
later than three 3 days prior to the auction;

  (iii) on or before the date that is 30 days after entry of the
Bid procedures order, conduct an auction, if necessary;

   (iv) on or before the date that is 5 business days after the
auction, obtain entry of an order of the Bankruptcy Court
approving the sale in form and substance satisfactory to the agent
in its sole discretion; and

    (v) on or before the date that is 15 days after entry of the
Sale Order, close the sale.

                        First Day Motions

On the Petition Date, the Debtors also filed motions to provide
adequate assurance to utilities, pay prepetition wages and
benefits owed to employees, and retain their existing bank
accounts.  The Debtors are seeking an expedited hearing on the
first day motions.

The Debtors said they are in need of interim financing to make
their payroll obligations that are need to be funded on Thursday,
May 9, 2013, in order for the payroll agent to issue the payroll
checks on the Friday payday.


ORECK CORP: Proposes BMC Group as Claims Agent
----------------------------------------------
Oreck Corporation and its debtor-affiliates seek approval to
employ BMC Group, Inc., as their claims and noticing agent.

BMC will undertake the tasks associated with noticing the myriad
of creditors of the Debtor and processing proofs of claim that may
be filed.

The Debtors said that the large number of creditors (approximately
1,600) and other parties-in-interest would almost certainly impose
heavy administrative and other burdens upon the Court and the
Clerk's Office absent a claims agent.

BMC agrees to charge the Debtor at these rates:

  Case Management                       Average < $125 per hour
  ---------------
  Data Entry/Call Center/Admin. Support         $25/$45 per hour
  Analysts                                      $55 per hour
  Consultants                                  $125 per hour
  Project Managers                             $175 per hour
  Principal/Directors                          $205 per hour

  Claims Management
  -----------------
  Claim Receipt, Process & Docketing           $250 per claim
  b-Linx Database and Systems Access           $0.085 per month
  Detailed Claim Analysis and Reconciliation   At Case Mgt. Rates

  Print Mail and Noticing Services
  --------------------------------
  Copy/Print                                   $0.08 per page
  Finishing                                    $0.13 per standard

  Document Information Management
  -------------------------------
  Document Imaging                             $0.12 per iage
  Live Operator Call Center                    $45 per hour

Before the bankruptcy filing, BMC was paid a retainer of $20,000.

                         About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case NO. 13-04006) in
Nashville, Tennessee on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.
Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.

Bradley Arant Boult Cummings LLP serves as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent.


OTELCO INC: Has Green Light to Exit Prepack Chapter 11
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that for Otelco Inc., only one major hearing was required
before the local exchange carrier in Oneonta, Alabama, received
approval from the U.S. Bankruptcy Court in Delaware to exit
Chapter 11 under the prepackaged reorganization voted on by
creditors in advance of the March 24 Chapter 11 filing.

The bankruptcy judge signed a confirmation order May 5 approving
the plan that exchanges $107.7 million in senior subordinated
notes for 92.5 percent of the new equity.

The disclosure statement explaining the plan includes a projection
where the recovery on the subordinated notes will be 40.5 percent.
The $162 million secured term loan will be modified by extending
maturity from 2013 to 2016.  When the plan becomes effective, the
lenders will receive no less than $20 million cash and 7.5 percent
of the equity.  Unsecured creditors will be paid in full.  The
plan reduces debt by about $135 million to $135 million.  General
Electric Capital Corp. is agent for the senior lenders.

Before the March 24 bankruptcy filing, the plan had been accepted
by all senior secured lenders and holders of 96 percent of the
subordinated notes.

                        About Otelco Inc.

Otelco Inc. and 16 affiliated Debtors filed for Chapter 11
protection (Bankr. D. Del. Case No. 13-10593) on March 24, 2013.

Otelco filed for chapter 11 in order to implement its "pre-
packaged" financial restructuring plan -- a plan that already has
been accepted by 100% of the Company's senior lenders, as well as
holders of over 96% in dollar amount of Otelco's senior
subordinated notes who cast ballots.  Otelco's restructuring plan
will strengthen the Company by deleveraging its balance sheet and
reducing its overall indebtedness by approximately $135 million.

Because of the overwhelming support Otelco's plan has received
from both its secured and unsecured creditors (including holders
of the Company's IDS units), Otelco anticipates that the Company
will be able to complete its financial restructuring at the end of
the second quarter of 2013.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Partners.  The
restructuring counsel for the administrative agent for the senior
lenders is King & Spalding LLP and its financial advisor is FTI
Consulting.

Otelco Inc. is a wireline telecommunication services provider in
Alabama, Maine, Massachusetts, Missouri, New Hampshire, Vermont
and West Virginia.


OTELCO INC: Posts $4.9MM Q1 Operating Income; Ch.11 Exit Looms
--------------------------------------------------------------
Otelco Inc. on May 7 reported results for its first quarter ended
March 31, 2013.  Key highlights for Otelco include:

-- Total revenues of $21.0 million for first quarter 2013.

-- Operating income of $4.9 million for first quarter 2013.

-- Adjusted EBITDA of $8.8 million for first quarter 2013.

"First quarter produced financial results that met our
expectations," said Mike Weaver, President and Chief Executive
Officer of Otelco.  "We generated Adjusted EBITDA of $8.8 million,
incurred and paid $1.4 million in restructuring expenses related
to the bankruptcy filing and still increased our cash balance by
$1.8 million.  We invested $0.8 million in capital equipment in
the first quarter and expect to increase our capital expenditures
over the course of the year for a total investment of
approximately $7.0 million for 2013.  We ended the quarter with
$34.3 million in cash on hand.

"The restructuring process continues to proceed as planned," added
Mr. Weaver.  "We were pleased with the voting results of the
solicitation, having received overwhelming support for our plan
from both our senior lenders and our subordinated note holders.
On May 6, the Bankruptcy Court entered an order to confirm our
plan.  Consistent with the terms of our plan of reorganization and
a Court order we obtained in March 2013, our vendors and suppliers
have been paid in full for all undisputed invoices.  The next
major steps in the process include completing the amendment and
extension of our senior credit facility; obtaining FCC approval
for licenses utilized by one of our subsidiaries; and the issuance
of the new Class A common stock in exchange for the senior
subordinated notes.  In accordance with the plan, the existing
Class A common stock will be extinguished.

"Given the progress we have made on the balance sheet
restructuring to date and the recent confirmation of our Plan, we
expect to exit bankruptcy in the near future," Mr. Weaver
concluded.

Total revenues of $21.0 million decreased 17.3% in the three
months ended March 31, 2013, when compared to the three months
ended March 31, 2012.  The expiration of the Time Warner Cable
contract at the end of 2012 was the primary reason for the
decrease in revenue in 2013.

Operating expenses in the three months ended March 31, 2013,
decreased 14.2% to $16.1 million from $18.8 million in the three
months ended March 31, 2012.  Cost of services and products
decreased 14.1% to $9.5 million from $11.0 million for the three
months ended March 31, 2012.  Costs associated with TWC decreased
$0.4 million and network efficiencies reflecting lower toll and
employee expenses contributed to an additional reduction of $1.3
million.

Interest expense decreased 4.8% to $5.6 million in the quarter
ended March 31, 2013, from $5.8 million a year ago.  The decrease
in interest expense was primarily driven by the lower effective
interest rate on the outstanding balance on our senior long-term
notes payable upon expiration of our interest rate swaps on
February 8, 2012.

The Company spent approximately $1.4 million during the first
quarter of 2013 associated with its balance sheet restructuring
process with no comparable expenses in the same period of 2012.

Adjusted EBITDA for the three months ended March 31, 2013, was
$8.8 million compared to $11.5 million for the same period in 2012
and in the fourth quarter of 2012.

As of March 31, 2013, the Company had cash and cash equivalents of
$34.3 million compared to $32.5 million at the end of 2012.  The
Company's long-term notes payable of $271.1 million and the
accumulated interest on those notes are shown as liabilities
subject to compromise due to the March 24, 2013 bankruptcy filing.
Dividends on our Class A stock were paid in first quarter 2012.
No dividends were paid in 2013.

Capital expenditures were $0.8 million for the quarter as the
Company continues to invest in its infrastructure.  The level of
capital expenditure reflects a planned slower start than in
previous years but is expected to lead to a similar level of
investment in infrastructure for 2013 as was experienced in 2012.

                        About Otelco Inc.

Otelco Inc., a wireline telecommunication services provider in
Alabama, Maine, Massachusetts, Missouri, New Hampshire, Vermont
and West Virginia, and 16 affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 13-10593) on March 24, 2013.

Otelco filed for chapter 11 in order to implement its "pre-
packaged" financial restructuring plan -- a plan that already has
been accepted by 100% of the Company's senior lenders, as well as
holders of over 96% in dollar amount of Otelco's senior
subordinated notes who cast ballots.  Otelco's restructuring plan
will strengthen the Company by deleveraging its balance sheet and
reducing its overall indebtedness by approximately $135 million.

Because of the overwhelming support Otelco's plan has received
from both its secured and unsecured creditors (including holders
of the Company's IDS units), Otelco anticipates that the Company
will be able to complete its financial restructuring at the end of
the second quarter of 2013.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Partners.  The
restructuring counsel for the administrative agent for the senior
lenders is King & Spalding LLP and its financial advisor is FTI
Consulting.


PATRIOT COAL: Union Warns of Strike If Contract Voided
------------------------------------------------------
Tim Bross, writing for Reuters, reported that a lawyer for the
United Mine Workers of America on Friday told a bankruptcy judge
it would be forced to strike if Patriot Coal Corp succeeds in
voiding its contract with the union, as five days of contentious
court hearings came to an end.

According to the Reuters report, attorney Fred Perillo said the
union would do everything in its power to reach a consensual
agreement with Patriot, which is seeking to impose $150 million a
year in labor cuts.  But if Judge Kathy Surratt-States approves
the proposal, which would end pension contributions, alter
healthcare and lower pay rates, Perillo said a strike will follow.

"No contract, no work," Perillo said during closing arguments to
cap off the hearing in U.S. Bankruptcy Court in St. Louis, Reuters
cited.

Ben Hatfield, Patriot's chief executive, said later that Perillo's
remarks were ill-conceived, Reuters related.

"It's a poor time to be throwing out threats," Hatfield told
Reuters in an interview outside the courtroom. "I think reasoned
judgment will prevail when it comes to workers retaining their
jobs in this environment."  Hatfield said a UMWA strike would be a
replay of what happened in the bankruptcy of Hostess Brands Inc,
which last year liquidated after a union strike caused it to
hemorrhage money.

Judge Surratt-States has until May 29 to rule in the Patriot case.

                      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.


PERFORMANCE FOOD: Moody's Gives 'B1' CFR & Rates $750MM Loan 'B3'
-----------------------------------------------------------------
Moody's Investors Service assigned B1 Corporate Family and B1-PD
Probability of Default ratings to Performance Food Group, Inc. as
well as a B3 (LGD 5, 83%) rating to the company's proposed $750
million senior secured second lien term loan. The outlook is
stable.

Proceeds from the term loan will be utilized to repay $500 million
in 11% mezzanine debt and pay a $220 million dividend to the
owners, primarily affiliates of The Blackstone Group and
Wellspring Capital Management. The ratings are subject to review
of final documentation and terms and conditions.

New Ratings Assigned:

  Corporate Family Rating at B1

  Probability of Default Rating at B1-PD

  $750 million senior secured second lien term loan at B3 (LGD 5,
  83%).

Ratings Rationale:

"The B1 Corporate Family and B1-PD Probability of Default ratings
reflect PFG's aggressive financial policy. Given PFG is owned by
financial sponsors (affiliates of The Blackstone Group and
Wellspring Capital Management) Moody's expects that the company
will be managed to a fairly high leverage metric going forward,
with the possibility of future equity extractions," stated Moody's
Senior Analyst Charlie O'Shea. PFG's debt/EBITDA for the latest
12-month period ended Dec. 31, 2012 was about 6.0 times, slightly
lower on a pro forma basis at 5.6 times. This pro forma leverage
includes Moody's estimates for a full year of EBITDA related to
several of PFG's recent acquisitions.

The B1 Corporate Family Rating also acknowledges that there are
larger and financially stronger competitors in the market such as
Sysco (A1, stable). At the same time, Moody's is of the opinion
that PFG has done a good job differentiating itself from Sysco and
other food service companies, particularly with respect to the
vending business segment and the relatively higher margin "street"
business catering to independent restaurants and small local and
regional chains.

The stable outlook reflects Moody's belief that despite some
expected earnings growth and positive free cash flow, leverage and
coverage are not likely to improve materially as the possibility
exists that PFG will use its free cash flow -- about $100 million
in each of the next two years -- along with its ABL facility to
fund future acquisitions as opposed to absolute debt repayment.
PFG has an unrated $1.4 billion ABL facility to support cash flows
that can exhibit some seasonality, but these cash flows should
remain sufficient to cover operating needs including capital
expenditures.

The B3 rating on the $750 million second lien term loan primarily
recognizes its junior position in the capital structure to the
company's $1.4 billion ABL facility.

PFG's ratings could be upgraded if debt/EBITDA was maintained
below 4.75 times and EBITA/interest was sustained above 2 times,
which would reflect moderation of the existing financial policy.
Ratings could be downgraded if operating performance were to
weaken or if financial policy decisions, such as additional
dividends, resulted in debt/EBITDA approaching 5.75 times or
EBITA/interest falling below 1.5 times.

The principal methodology used in this rating was Global Retail
Industry Methodology published in June 2011 and Probability of
Default Ratings and Loss Given Default Assessments published in
June 2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Richmond, Virginia, Performance Food Group is a
food distributor with annual revenues of around $13 billion.


PERFORMANCE FOOD: S&P Assigns 'B' CCR & Rates $750MM Loan 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Richmond, Va.-based Performance Food Group Inc.
(PFG).  The outlook is stable.

Concurrently, S&P assigned a 'CCC+' issue level rating (two
notches below the corporate credit rating) to the proposed
$750 million second-lien term loan due 2019, and a '6' recovery
rating, indicating that lenders could expect negligible (0% to
10%) recovery in the event of a payment default.  In addition, S&P
assigned a 'BB-' issue-level rating (two notches above the
corporate credit rating) to the existing $1.4 billion first-lien
asset-based loan (ABL) revolving credit facility due 2017, and a
'1' recovery rating, indicating that lenders could expect very
high (90% to 100%) recovery in the event of a payment default.

The ratings are subject to change and assume the transaction
closes on substantially the terms presented to S&P.  Pro forma for
the proposed transaction, total debt outstanding is about
$1.5 billion.

Standard & Poor's ratings on PFG reflects S&P's assessment that
the company will maintain a "highly leveraged" financial risk
profile and a "fair" business risk profile.  The financial risk
assessment incorporates the company's ownership by two private
equity firms that continue to demonstrate very aggressive
financial policies.  S&P's assessment that PFG's liquidity is
"adequate" recognizes the company's low pro forma annual debt
maturities over the next several years, and satisfactory
availability under its ABL revolver.  S&P also currently assumes
that the pace of acquisitions will fall meaningfully compared to
calendar year 2012, and that the company will begin repaying debt
and strengthening credit measures.

The "fair" business risk assessment incorporates PFG's
participation in the intensely competitive foodservice
distribution industry and its very low, albeit historically
stable, profit margins.  It also recognizes the company's
satisfactory position as the third-largest foodservice distributor
in the U.S., long relationships with several large restaurant
chains, and sales growth over the last several years, which have
generally exceeded industry averages and that of its peers.  Key
risk factors include the potential for a continuing deterioration
in industry-wide restaurant traffic, which S&P believes occurred
recently, and large swings in food and fuel costs.

"We expect PFG will continue to generate modest free cash flow,
maintain adequate liquidity, and slowly improve its pro forma
credit ratios over the next year," said Standard & Poor's credit
analyst Jerry Phelan.


PHOENIX DEVELOPMENT: Files Chapter 11 Petition in Georgia
---------------------------------------------------------
Phoenix Development and Land Investment, LLC, filed a Chapter 11
bankruptcy petition (Bankr. M.D. Ga. Case No. 13-30596) in Athens,
Georgia, on May 6.

The Watkinsville, Georgia-based company disclosed total assets of
$31.7 million and liabilities of $4.31 million in its schedules.

The Debtor owns a 45-acre property on Milledge Avenue and
Whitehall Road, in Athens, valued at $5.5 million and pledged as
collateral to a $4 million debt to SCB&T, NA.  The Debtor's
declared assets include at least $22 million in claims against
insurance companies and the Board of Regents of Georgia, which is
a defendant in a suit filed in Superior Court of Athens-Clarke
County.

A copy of the schedules filed together with the petition is
available at http://bankrupt.com/misc/gamb13-30596.pdf


PUTNAM STONE: Case Summary & 9 Unsecured Creditors
--------------------------------------------------
Debtor: Putnam Stone Corp.
          fka Taconic Stone, Inc.
              Putnam Stone & Mason Supply, Inc.
        28 Bonniewood Drive
        Mahopac, NY 10541

Bankruptcy Case No.: 13-36040

Chapter 11 Petition Date: May 3, 2013

Court: U.S. Bankruptcy Court
       Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  GENOVA & MALIN, ATTORNEYS
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590-4332
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  E-mail: genmallaw@optonline.net

Scheduled Assets: $1,070,131

Scheduled Liabilities: $3,409,710

A copy of the Company's list of its nine largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nysb13-36040.pdf

The petition was signed by William E. Dring, Jr., president.


PVR PARTNERS: Moody's Assigns 'B2' Rating to $300MM Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to PVR Partners,
L.P.'s proposed $300 million senior unsecured notes due 2021.
PVR's other ratings and negative outlook remained unchanged.

Net proceeds from the note offering will be used to reduce
borrowings under the partnership's $1.0 billion senior secured
revolving bank facility, which had $700 million outstanding as of
March 31, 2013.

Issuer: PVR Partners, L.P.

$300M Senior Unsecured Regular Bond/Debenture, Assigned B2

$300M Senior Unsecured Regular Bond/Debenture, Assigned a range of
LGD5, 81 %

Ratings Rationale:

The proposed notes rank pari-passu with PVR's existing $900
million senior unsecured notes. PVR's senior notes are rated two
notches below the Ba3 Corporate Family Rating given the size of
the $1.0 billion secured revolving credit facility in PVR's
capital structure, which has a first-lien claim to substantially
all of the partnership's assets. The notes however, could move
within one notch of the CFR if the relative proportion of
unsecured debt continues to grow relative to secured debt.

PVR's Ba3 CFR reflects the partnership's high leverage since the
acquisition of Chief Gathering LLC's midstream assets; project
execution, capital and throughput volume risks surrounding the
expansion of pipeline capacity in the dry gas producing region of
the Marcellus Shale; and its MLP legal structure that imposes high
cash distribution burden. The rating is supported by PVR's
substantial coal royalty business that has underperformed since
2011 because of weak coal prices, but generates high margins and
has historically provided steady cash flows under long term
contracts, growing fee-based gas gathering contracts and the solid
growth prospects in its Pennsylvania midstream operations.

The SGL-3 Speculative Grade Liquidity rating reflects PVR's
adequate liquidity through mid-2014. The note issue should provide
PVR sufficient borrowing capacity under the $1.0 billion revolver
(proforma $585 million available at March 31, 2013) to cover the
projected negative free cash flow (including distributions) well
into 2014. However, additional external funding may be needed to
free up revolver capacity in the second half of 2014 if the
anticipated growth in EBITDA does not materialize and the high
level of distributions and capex continues.

The negative outlook reflects high leverage and volume risk in the
Marcellus. The outlook could be revised to stable if PVR can
substantially achieve its growth objectives, lower the debt/EBTIDA
leverage near 4.5x while maintaining sufficient availability under
the credit facility.

The rating could be downgraded if it appears that leverage is
unlikely to be reduced below 5x by the end of 2013.

Moody's could consider an upgrade if PVR reduced leverage below 4x
with current suite of assets while maintaining a distribution
coverage above 1x on a fully diluted basis.

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

PVR Partners, L.P. which is headquartered in Radnor, Pennsylvania,
is principally engaged in the gathering and processing of natural
gas and the management of coal and natural resource properties in
the United States.


PVR PARTNERS: S&P Rates $300MM Senior Unsecured Notes 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
issue-level rating to PVR Partners L.P.'s and Penn Virginia
Resource Finance Corp. II's proposed $300 million senior unsecured
notes due 2021.  S&P also assigned its '6' recovery rating to the
debt, indicating negligible (0% to 10%) recovery of principal.

The partnership intends to use net proceeds to repay a portion of
borrowings outstanding under its revolving credit facility.  PVR
is a midstream energy partnership that specializes in natural gas
gathering and processing, and manages coal and natural resource
properties.  S&P's corporate credit rating on PVR is 'B+', and the
outlook is negative.  As of March 31, 2013, PVR had about
$1.6 billion in debt.

RATING LIST

PVR Partners L.P.
Corporate credit rating                    B+/Negative/--

New Ratings
PVR Partners L.P.
Penn Virginia Resource Finance Corp. II
$300 mil senior unsecured notes            B-
Recovery rating                            6


QBEX ELECTRONICS: Can Extend Plan Filing Deadline to June 13
------------------------------------------------------------
At the behest of QBEX Electronics Corporation, Inc., the U.S.
Bankruptcy Court extended until June 13, 2013, the Debtor's
deadline to file its Chapter 11 plan and disclosure statement.
The Debtor's solicitation period is extended to Aug. 12, 2013.

QBEX Electronics Corporation, Inc., based in Miami, Florida, filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 12-37551) on
Nov. 15, 2012.  Judge Robert A. Mark oversees the case.  Robert A.
Schatzman, Esq., and Steven J. Solomon, Esq., at GrayRobinson,
P.A., serve as the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, listing $433,627 in
assets and $5,792,217 in liabilities.


RESIDENTIAL CAPITAL: Sues UMB, Wells Fargo Over Lien Value
----------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Residential
Capital LLC on Friday sued UMB Bank NA, Wells Fargo Bank NA and a
group of junior secured noteholders holding $2 billion in claims
against the estate over a dispute concerning the value of their
liens securing certain bonds.

According to the report, ResCap launched the adversary proceeding
in an effort to obtain a ruling from a New York bankruptcy judge
finding that the noteholders' contention that certain ResCap
bonds, for which UMB serves as the indenture trustee and Wells
Fargo as the collateral agent, are oversecured is untrue.

                   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).


RODEO CREEK: Great Basin Units' Mines Sold to Waterton Global
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. subsidiaries of Canada's Great Basin Gold Ltd.
received approval from the bankruptcy court on May 3 to sell the
assets to Waterton Global Mining Co. LLC for $15 million cash and
royalties.

In addition to $15 million cash, Waterton will pay up to
$90 million in 15 percent net-profit royalties over nine years.
The buyer also pays up to $5 million to cure defaults on
contracts.

The properties being sold included the Hollister mine, a so-called
trial mine, and the startup Burnstone mine in South Africa.

There were seven bids by the deadline and four participants at the
two-day auction in April. The second-place bidder was Hecla Nevada
Gold LLC.

Properties of parent Great Basin weren't sold.

               About Rodeo Creek and Great Basin

Canada-based The Great Basin Gold Ltd and its subsidiaries are
engaged in the exploration, development, and operation of high-
quality gold properties.  The GBG Group's primary projects are a
trial mine and a recently constructed start-up mine, both of which
are located in rich gold-producing regions: the Hollister trial
mine in Nevada and the Burnstone start-up mine in South Africa.
The GBG Group also holds interests in early-stage mineral
prospects located in Canada and Mozambique.

On Sept. 18, 2012, the GBG Group's primary South African operating
subsidiary and owner of the Burnstone Start-up Mine, Southgold
Exploration (Pty) Ltd., commenced business rescue proceedings
under chapter 6 of the South African Companies Act, 2008.

On Sept. 19, 2012, Great Basin Gold Ltd., the ultimate parent
company, applied for protection from its creditors in Canada
pursuant to the Companies' Creditors Arrangement Act, R.S.C. 1985,
c. C-36 in the Supreme Court of British Columbia Vancouver
Registry.  GBG arranged -- and the U.S. debtors cross-guaranteed
-- DIP financing from Credit Suisse and Standard Chartered Bank in
the amount of $51 million, of which $10 million was made available
to the U.S. subsidiaries and $25 million for South Africa.

On Feb. 25, 2013, Rodeo Creek Gold Inc., which operates and owns
the Hollister Trial-Mine, along with other U.S. subsidiaries of
Great Basin, filed petitions for Chapter 11 protection (Bankr. D.
Nev. Case No. 13-50301), in Reno, Nevada, as cash ran out before
they could complete the sale of the mine.

Rodeo Creek estimated assets worth less than $100 million and debt
in excess of $100 million.  Credit Suisse is the agent under the
Debtors' secured prepetition credit facilities: (i) the Existing
Hollister Credit Facility, under which the Debtors had $52.5
million outstanding at the end of 2012 and (ii) the Canadian DIP
Facility, under which the Debtors had guaranteed $35 million
outstanding as of the Petition Date.  The Debtors also had
$13.5 million in outstanding trade debt, in addition to certain
intercompany obligations.


SEA TRAIL: Buyer Emerges for Golf Resort
----------------------------------------
Alan Blondin, writing for The Sun News, reports that a prospective
buyer has made a $1 million deposit and entered into a sales
contract to buy the Sea Trail Golf Resort and Conference Center,
according to an e-mail sent to property owners in the Sunset
Beach, N.C., golf resort.

The report notes Sea Trail has needed a buyer to complete a plan
of reorganization to emerge from Chapter 11 bankruptcy protection.
The report relates the proposed sale may be a final opportunity
for Sea Trail to continue operating as it is, considering the
case's bankruptcy administrator, Marjorie K. Lynch, filed a motion
on April 24 to dismiss the case because of mounting administrative
costs and Sea Trail's then-inability to locate a prospective
buyer.

According to the report, the April 25 e-mail was sent by Matt
Smith, of The Finley Group corporate consultants based in
Charlotte, N.C., the bankruptcy court-appointed chief
restructuring officer who is working on behalf of Sea Trail under
the supervision of the court.  Mr. Smith's e-mail states that:

     -- Sea Trail officials had a conference on April 25 with
        the bankruptcy judge to update her on the status of
        the sale process.

     -- The deposit is non-refundable unless Sea Trail is
        unable to obtain bank and court approval, and resort
        officials expect the bank to approve the sale within a
        few weeks.

     -- Bid procedures and a sale date is expected to be set
        in mid-June and should be established at a hearing
        sometime in May.

     -- Upset bidders may surface and the highest bid on the
        sale date from qualified parties will be accepted.

     -- Upon the bankruptcy court's approval, the winning
        buyer will close on the sale in an expected 20 days
        or less.

The report says a motion to sell identifying the buyer has yet to
be filed with the bankruptcy court but is expected in the coming
days.

The report relates Robert Harper of Conway was identified as a
partner in a group that was involved in discussions to take over
the property, but said Monday he is not involved in the group that
made the deposit.  Mr. Harper is managing partner of Southern
Dunes Inc, which operates the annual Golf Dimensions National
Father & Son Team Classic and publishes Golfer's Guide magazine.

According to the report, Marcus & Millichap Real Estate Investment
Services, one of the country's leading golf course brokers, has
assisted Mr. Smith in his search for a buyer.

The report also notes a court filing by the bankruptcy
administrator in late April confirmed Sea Trail is keeping up with
payments to its vendors for current business, with the exception
of attorney fees.  A subsidiary of Charlestown Hotels, a hotel and
resort management company, has been operating or assisting with
Sea Trail's rental properties, golf packages and the convention
center through the bankruptcy process.

According to the report, Mr. Smith and other Sea Trail executives
either declined comment on the potential sale or did not return
messages Monday.

                    About Sea Trail Corporation

Sunset Beach, North Carolina-based Sea Trail Corporation owns and
operates the Sea Trail Golf Resort and Conference Center.  The
Debtor's business operations are comprised of three operating
divisions, including the golf division, the convention and resort
division, and the real estate division.

Sea Trail filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
11-07370) on Sept. 27, 2011, in Wilson, North Carolina.  The
Debtor reported $34,222,281 in assets and $22,174,201 in
liabilities as of the Chapter 11 filing.  Stubbs & Perdue P.A. is
the Debtors' attorney.  McIntyre, Paradis, Wood & Company CPA's
PLLC is the Debtor's accountants.  The Finley Group, Inc., is the
Debtor's financial consultant.

Sea Trail Corporation's official committee of unsecured creditors
retained J.M. Cook and his firm, J.M. Cook, P.A., as counsel.

In October 2012, Bankruptcy Judge Stephani W. Humrickhouse
confirmed the First Amended Plan of Reorganization that Sea Trail
filed on Sept. 20, 2012.


SBA TELECOMMUNICATIONS: S&P Retains 'B+' Sr. Unsec. Notes Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
SBA Telecommunications Inc.'s senior unsecured notes to '3' from
'4'.  The 'B+' issue-level rating on the notes remains unchanged.
The '3' recovery rating indicates expectations of meaningful (50%
to 70%) recovery in the event of a payment default.  The revised
recovery rating reflects S&P's assessment that there will be less
senior secured debt outstanding at time of S&P's simulated
bankruptcy, following the company's recently announced repayment
of about $500 million of term loan borrowings.

S&P's 'B+' corporate credit rating and stable outlook on parent
SBA Communications Corp. remains unchanged.

RATINGS LIST

SBA Communications Corp.
Corporate Credit Rating          B+/Stable/--

Recovery Rating Revised;
Issue-Level Rating Unchanged
                                  To             From
SBA Telecommunications Inc.
Senior Unsecured Notes           B+             B+
   Recovery Rating                3              4


SBM CERTIFICATE: Says Operations to Continue While in Ch. 11
-------------------------------------------------------------
BankruptcyData quoted Eric M. Westbury, SBM Certificate's chairman
and chief executive officer, as saying, "The past several years
have been difficult for the SBM Investment Companies.  After
careful consideration of available alternatives, the Board of
Directors determined that the chapter 11 filings were a necessary
and prudent step, allowing the Companies to continue to operate
while giving them the opportunity to reorganize with a stronger
balance sheet and capital structure.  Our goal is that, within the
shortest time permitted by the Bankruptcy Code, SBM emerge from
bankruptcy with maximum value and liquidity for our key
constituencies, including our certificate holders," BData said,
citing court documents.

P. Brady Hayden, the Company's acting chief financial and
accounting officer, was elected a director of SBM Certificate on
the same day the company filed for bankruptcy, according to
BankruptcyData.

SBM Certificate Company filed a bare-bones Chapter 11 petition
(Bankr. D. Md. Case No. 13-17282) in Greenbelt, Maryland, on
April 26, 2013.  Eric W. Westbury, Sr., signed the petition as
director.  Lawrence A. Katz, Esq., at Leach Travell Britt PC, in
Tysons Corner, Virginia, serves as counsel to the Debtors.  Silver
Spring-based SBM disclosed $28.7 million in assets and $49.4
million in liabilities as of Dec. 31, 2012.


SCOOTER STORE: Taps APS Services to Provide Management Services
---------------------------------------------------------------
Scooter Store Holdings, Inc., et al., ask the U.S. Bankruptcy
Court for permission to employ AP Services LLC to provide interim
management and restructuring services and designation of Lawrence
E. Young as Chief Restructuring Officer to the Debtors.

APS has agreed to provide temporary staff to assist Mr. Young and
the Debtors in their restructuring efforts.

Mr. Young and the temporary staff will, among other things,
provide these services:

a. provide overall leadership to the restructuring process,
   including working with a wide range of stakeholder groups,
   together with the Debtors' senior management;

b. work with the Debtors and their team to further identify and
   implement both short-term and long-term liquidity generating
   initiatives; and

c. assist the Debtors' management in developing a restructuring
   strategy.

The firm's rates are:

   Lawrence Young                             $960
   Richard Abbey                              $745
   Richard Whitlock                           $695
   Michelle Ross                              $850
   Michelle Repko                             $695

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

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.

The company is 66.8 percent owned by Sun Capital Partners Inc.,
owed $40 million on a third lien.  In addition to Sun's debt and
$25 million on a second lien owing to Crystal Financial LLC, there
is a $25 million first-lien revolving credit owing to CIT
Healthcare LLC as agent.  Crystal is providing $10 million in
financing for bankruptcy.


SCOOTER STORE: Engages Epiq as Administrative Advisor
-----------------------------------------------------
Scooter Store Holdings, Inc., et al., ask the U.S. Bankruptcy
Court for permission to employ Epiq Bankruptcy Solutions, LLC as
administrative advisor.

Jennifer M. Meyerowitz, Esq., attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The firm, among other things, will provide these services:

a. assisting with solicitation, balloting, and tabulation and
   calculation of votes, as well as preparing any appropriate
   reports as required in furtherance of confirmation plan(s) of
   reorganization,

b. generating an official ballot certification and testifying, if
   necessary, in support of the ballot tabulation results, and

c. gathering data in conjunction with the preparation, and assist
   with the preparation, of the Debtors' schedules of assets and
   liabilities and statements of financial affairs.

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.

The company is 66.8 percent owned by Sun Capital Partners Inc.,
owed $40 million on a third lien.  In addition to Sun's debt and
$25 million on a second lien owing to Crystal Financial LLC, there
is a $25 million first-lien revolving credit owing to CIT
Healthcare LLC as agent.  Crystal is providing $10 million in
financing for bankruptcy.


SCOOTER STORE: Wants Fulbright & Jaworski as Special Counsel
------------------------------------------------------------
Scooter Store Holdings, Inc., et al., ask the U.S. Bankruptcy
Court for permission to employ Fulbright & Jaworski L.L.P. as
special counsel.

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

The firm will provide these services:

a. DOJ Investigation. Fulbright represents the Debtors in an
   investigation currently being conducted by the DOJ that is
   related to potential violations of federal healthcare laws.
   The discovery requests and inquiries from the DOJ as a
   consequence of this investigation are extensive and ongoing.

b. Related Government Investigations.  Fulbright represents the
   Debtors in other government investigations relevant to facts
   and circumstances similar to those at issue in the DOJ
   Investigation.

c. Medicare/Regulatory Matters. Fulbright will continue to
   represent the Debtors with regarding to regulatory matters
   related to Medicare and Medicaid program, as well as other
   regulatory matters related to or impacted by the DOJ
   Investigation and Related Government Investigations.

The firm's rates are:

    Professional           Hourly Rate
    ------------           -----------
    Partners               $645 - $795
    Associates             $250 - $435

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.

The company is 66.8 percent owned by Sun Capital Partners Inc.,
owed $40 million on a third lien.  In addition to Sun's debt and
$25 million on a second lien owing to Crystal Financial LLC, there
is a $25 million first-lien revolving credit owing to CIT
Healthcare LLC as agent.  Crystal is providing $10 million in
financing for bankruptcy.


SCOOTER STORE: Hires Morgan Joseph as Investment Banker
-------------------------------------------------------
Scooter Store Holdings, Inc., et. al., asks the U.S. Bankruptcy
Court for permission to employ Morgan Joseph TriArtisan LLC as
investment banker.

The firm, among other things, will provide these services:

  a. prepare with the assistance of the Debtors, an offering
     memorandum for distribution and presentation to prospective
     purchasers;

  b. solicit interest among prospective purchasers; and

  c. assist the Debtors in evaluating proposal received form
     prospective purchasers.

On the closing of each Sale Transaction, Morgan Joseph shall earn
and the Debtor shall immediately pay the firm in cash or directly
from the proceeds thereof a Sale Transaction Fee equal to:

   a. 2.25% of the Aggregate Gross Consideration of such sale
      transaction up to and including $20,000,000 of AGC, plus

   b. 3.5% of the ACG of such sale transaction in excess of
      $20,000,000.

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

                  About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.

The company is 66.8 percent owned by Sun Capital Partners Inc.,
owed $40 million on a third lien.  In addition to Sun's debt and
$25 million on a second lien owing to Crystal Financial LLC, there
is a $25 million first-lien revolving credit owing to CIT
Healthcare LLC as agent.  Crystal is providing $10 million in
financing for bankruptcy.


SEARS HOLDINGS: Offering 5 Million Shares Under Stock Plan
----------------------------------------------------------
Sears Holdings Corporation filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement to register
5 million shares of common stock issuable under the Company's 2013
stock plan for a proposed maximum aggregate offering price of
$254.5 million.  A copy of the prospectus is available at:

                       http://is.gd/nQG1h9

                           About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Oct. 27, 2012, showed $21.80
billion in total assets, $17.90 billion in total liabilities and
$3.90 billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SEAWORLD PARKS: Moody's Rates $1.405-Bil. Senior Term Loan 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to SeaWorld Parks
and Entertainment, Inc.'s $1.405 billion senior secured tranche B-
2 term loan due 2020. SeaWorld will utilize the term loan along
with approximately $11 million of cash to refinance all of its
existing $1.26 billion term loan B and $152 million term loan A as
part of a maturity extension and re-pricing that will favorably
reduce annual cash interest expense. SeaWorld's B1 Corporate
Family Rating, B1-PD Probability of Default Rating, Ba3 revolver
rating and stable rating outlook are not affected.

The reduction in cash interest as part of the refinancing
favorably improves free cash flow, the proposed 2020 expiration
improves the company's maturity profile, and the elimination of
step-downs to SeaWorld's 5.75x total net leverage financial
maintenance covenant benefits the company's liquidity position.
Moody's expects Sea World will utilize the incremental cash flow
for re-investment and cash distributions to shareholders and not
for incremental debt reduction. The next scheduled step-down to
the total net leverage financial maintenance covenant would have
been to 5.25x in January 2014 under the existing credit agreement.
SeaWorld's minimum interest coverage and maximum capital
expenditures covenants are not changing.

The absence of a springing maturity feature tied to SeaWorld's
remaining $240 million 11% senior unsecured notes due December
2016 is a modest weakness, although Moody's does not expect the
company will have difficulty refinancing the notes. This is in
contrast to the revolver, whose April 2018 maturity springs to 91
days prior to the 11% notes maturity (December 2016) if more than
$50 million of the notes remain outstanding at that time. The
existing term loan B has a similar springing maturity feature tied
to the 11% senior notes while the February 2016 maturity of the
existing term loan A precedes the maturity of the 11% senior
notes.

Assignments:

Issuer: SeaWorld Parks & Entertainment, Inc.
Senior Secured Bank Credit Facility, Assigned Ba3, LGD3 - 41%

Ratings Rationale:

SeaWorld's B1 CFR reflects the strong brands and consumer appeal
of its portfolio of 11 regional and destination amusement parks,
tempered by exposure to cyclical discretionary consumer spending,
high debt-to-EBITDA leverage (4.4x FY 2012 incorporating Moody's
standard adjustments and pro forma for the April 2013 initial
public offering), and ongoing risks related to cash distributions
or leveraging actions by equity sponsor and 63% owner The
Blackstone Group. The parks generate meaningful annual attendance
(approximately 24.4 million FY 2012) and benefit from high entry
barriers and distinct advantages due to the differentiated animal
encounters, mix of entertainment and rides, and broad demographic
appeal.

Amusement parks are capital intensive but Moody's anticipates
SeaWorld will continue its good track record of reinvesting in the
parks to compete for consumers with a wide range of entertainment
alternatives, maintain the attendance base and generate free cash
flow. Attendance at the parks is seasonal and vulnerable to
weather, changes in fuel prices, public health issues and other
disruptions that are outside of the company's control. A good
liquidity position and cash flow generation provide flexibility to
fund a significant ongoing capital program, rollout of major new
rides and attractions in 2013, and the $0.20 per share quarterly
dividend (approximately $74 million annually) in conjunction with
the IPO.

The proposed term loan B is supported by a security pledge of
substantially all the assets of the borrower and current and
future domestic subsidiaries. The unrated 11% senior unsecured
notes are effectively subordinate to the credit facility including
the proposed term loan and the existing $192.5 million revolver.
The credit facility and notes are guaranteed by SeaWorld
Entertainment, Inc. (SEAS, SeaWorld's parent) and substantially
all the domestic operating subsidiaries of the company. Moody's
plans to withdrawal the Ba3 ratings on the existing term loans A
and B once the proposed refinancing is completed.

The stable rating outlook reflects Moody's expectation that
SeaWorld will continue to generate meaningful free cash flow and
maintain a good liquidity position to fund continued reinvestment
in rides and attractions. Moody's expects debt-to-EBITDA leverage
to be in a mid to low 4x range in 2013 based on modest projected
EBITDA growth.

Downward rating pressure could occur if cash distributions to
shareholders, acquisitions or declines in attendance and earnings
driven by competition, insufficient or ineffective investments or
a prolonged economic downturn result in debt-to-EBITDA above
5.75x. More aggressive financial policies or a deterioration in
liquidity could also result in a downgrade.

Upward rating movement is constrained due to event risks related
to equity sponsor control. However, Moody's could consider an
upgrade if the sponsor ownership and control declines meaningfully
and the company generates solid and growing EBITDA and cash flow,
maintains good park re-investment, and demonstrates the
willingness and ability to sustain debt-to-EBITDA leverage
comfortably below 4.5x (after factoring in projected future
shareholder distributions and other event risks). A good liquidity
position would also be necessary for an upgrade.

SeaWorld's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside SeaWorld's core industry and
believes SeaWorld's ratings are comparable to those of other
issuers with similar credit risk. Methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

SeaWorld, headquartered in Orlando, Florida, owns and operates 11
amusement and water parks located in the U.S. Properties include
SeaWorld (Orlando, San Diego and San Antonio), Busch Gardens
(Tampa and Williamsburg) and Sesame Place (Langhorne, PA). The
Blackstone Group (Blackstone) acquired SeaWorld in December 2009
in a $2.4 billion (including fees) leveraged buyout. SEAS
completed an initial public offering in April 2013. SeaWorld's
revenue for the fiscal year ended December 2012 was approximately
$1.4 billion.


SEAWORLD PARKS: S&P Rates $1.4 Billion Term Loan 'BB-'
------------------------------------------------------
Standard & Poor's Ratings Services assigned Orlando, Fla.-based
SeaWorld Parks & Entertainment Inc.'s proposed $1.4 billion term
loan B-2 due 2020 and the company's $192.5 million revolver due
2018 its 'BB-' issue-level rating (one notch higher than S&P's
'B+' corporate credit rating on the company), with a recovery
rating of '2'.  The '2' recovery rating indicates S&P's
expectation for substantial (70% to 90%) recovery for lenders in
the event of a payment default.

The company plans to use the proceeds of the new term loan to
refinance $152 million in its outstanding term loan A balance and
$1.25 billion in its outstanding term loan B balance.  The
proposed term loan will push out maturities to 2020, compared with
2016 and 2017 under the existing term loan A and B, respectively.
The $192.5 million revolver commitment due 2018 refinanced the
company's previous revolver due 2016.

The proposed term loan allows for the borrowing of an incremental
$350 million term loan, provided SeaWorld is in compliance with
certain leverage thresholds as measured under the credit
agreement.  In the event SeaWorld seeks incremental term
borrowings, S&P could revise the recovery rating on the credit
facility to '3', indicating its expectation for meaningful (50% to
70%) recovery for lenders in the event of a payment default.  In
this event, the lower recovery prospects would reflect additional
senior secured debt.

On April 18, 2013, SeaWorld completed an IPO of its common stock,
which generated $254 million of gross proceeds for the company.
The company used proceeds to redeem $140 million of the company's
$400 million 11% senior notes due 2016, repay $37 million of the
company's tranche B term loan ($1.3 billion was outstanding at
Dec. 31, 2012), pay a one-time termination fee of $47 million to
an affiliate of The Blackstone Group L.P. related to an advisory
agreement, and to pay for fees and expenses.

S&P's 'B+' corporate credit rating on SeaWorld reflects S&P's
assessment of the company's business risk profile as "fair" and
S&P's assessment of the company's financial risk profile as
"aggressive," according to S&P's criteria.

S&P's assessment of SeaWorld's business risk profile as fair
reflects the company's EBITDA concentration in a few of its parks,
its reliance on consumer discretionary spending, the capital
intensity of the theme park business, and vulnerability to adverse
weather conditions--a risk that the seasonal nature of several of
the company's parks exacerbate.  The high barriers to entry in the
theme park industry and S&P's belief that the company will
maintain EBITDA margin in the high-20% area partially offset the
negative factors.  While this is somewhat below other rated theme
parks, it compares favorably to many issuers in the leisure space.

S&P's assessment of SeaWorld's financial risk profile as
aggressive reflects S&P's belief that adjusted leverage could
remain under 4.5x, and that adjusted funds from operations to debt
will remain in the mid-teens percentage area.  Adjusted leverage,
pro forma for the reduction in debt with proceeds from the IPO,
was 4.3x at Dec. 31, 2012 (the reduction in adjusted leverage from
the IPO proceeds was about 0.4x).

S&P currently forecasts modest EBITDA growth through 2014.  While
S&P believes adjusted leverage under 4.5x is in line with a one-
notch higher rating on SeaWorld, the company's adjusted leverage
would need to decline to about 4x or below for S&P to raise the
rating by one notch.  This level of leverage would provide a half-
turn of cushion against underperformance of our operating
expectations.  Further, given Blackstone will continue to own the
majority of SeaWorld's common stock (about 68%), at least through
the 180-day restricted period, and control SeaWorld's Board of
Directors, S&P would need to see Blackstone further execute its
deleveraging plan for SeaWorld before raising the rating.

RATINGS LIST

SeaWorld Parks & Entertainment Inc.
Corporate Credit Rating                B+/Positive/--

New Ratings

SeaWorld Parks & Entertainment Inc.
$1.4B term loan B-2 due 2020           BB-
   Recovery Rating                      2
$192.5M revolver due 2018              BB-
   Recovery Rating                      2


SEMINOLE HARD: S&P Assigns 'BB-' Rating to $350MM Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned Hollywood, Fla.-based
co-borrowers Seminole Hard Rock Entertainment Inc. and Seminole
Hard Rock International LLC's proposed $350 million senior notes
its 'BB-' issue-level rating, with a recovery rating of '5',
indicating S&P's expectation for modest (10% to 30%) recovery for
lenders in the event of a payment default.  The company plans to
use proceeds from the notes issuance, in conjunction with its
proposed senior secured term loan, 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.

On April 30, 2013, S&P assigned the proposed $240 million senior
secured term loan its 'BBB-' issue-level 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
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, S&P would likely revise
its recovery rating on the company's secured debt to '2' (70% to
90% recovery expectation) from '1', and lower of S&P's issue-level
rating to 'BB+' (one notch higher than S&P's 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.

RATINGS LIST

Seminole Hard Rock Entertainment Inc.
Seminole Hard Rock International LLC
Corporate Credit Rating                BB/Stable/--

New Rating

Seminole Hard Rock Entertainment Inc.
Seminole Hard Rock International LLC
$350M senior notes due 2021            BB-
   Recovery Rating                      5


SENSUS USA: Profit Slide Prompts Moody's to Lower CFR to 'B3'
-------------------------------------------------------------
Moody's Investors Service downgraded Sensus USA Inc.'s Corporate
Family Rating to B3 from B2 and its Probability of Default Rating
to B3-PD from B2-PD. Moody's also downgraded the company's first
lien revolver and term loans to B1 from Ba3 and its second lien
term loan to Caa2 from Caa1. Revenue and profitability
deterioration and increased debt over the past twelve months
coupled with the weakened outlook for the European economy drove
the downgrades. The rating outlook is stable.

Ratings:

Sensus USA Inc.

  Corporate Family Rating: Lowered to B3 from B2

  Probability of Default: Lowered to B3-PD from B2-PD

  $100 million First Lien Revolving Credit Facility: Lowered to
  B1/LGD3-33 from Ba3/LGD3-32

  $425 million First Lien Term Loan: Lowered to B1/LGD3-33 from
  Ba3/LGD-32

  $150 million Second Lien Term Loan: Lowered to Caa2/LGD5-81
  from Caa1/LGD5-78

Outlook: Stable

Sensus Metering Systems (Luxco 2) S.a.r.l.

  $25 million First Lien Revolving Credit Facility: Lowered to
  B1/LGD3-33 from Ba3/LGD3-32

Ratings Rationale:

Sensus' B3 Corporate Family Rating is driven by high leverage
(about 8x Moody's adjusted debt/EBITDA for twelve months ending
December 2012), weak free cash flow (2% FCF/Debt), low margins
(<10%) and revenue volatility caused by irregularity of meter
deployment programs. The rating also reflects the company's
geographic concentration (North America represents approximately
70% of revenues) and end market concentration primarily in
residential water meters which is subject to utility commission
budgeting and purchasing cycles. These challenges are offset by
the company's strong global market position in all meters (mid
single digit percent of water, electric, and natural gas meters
sold globally excluding China, in 2012) and water meters in
particular (mid teen percentage of all global water meters in
2011).

The company has been active in the build out of Advanced Metering
Infrastructure ("AMI") which involves two-way wireless
communication between the utility selling the commodity and the
meter measuring consumption; the company held a leading position
in North American water AMI deployment in 2012. Though Moody's
believes the water utility market may adopt this technology over
time, over the next 1-2 years slow growth is expected due to
pressure on utility regulators to limit utility bill inflation
(meter replacement costs are typically recoverable through rates
charged customers), especially in Europe. Moody's expects Sensus
to generate low single digit percent revenue and EBITDA growth
over the next 18 months. Electric meters, a smaller Sensus unit,
could boost the company's revenue growth sizably if the company's
consortium is selected by the UK regulator to supply the smart
electric meter communication infrastructure build out for the
country's approximate 30 million homes and small businesses.
Moody's anticipates meaningful revenue recognition would start in
calendar 2014. Further out, Moody's expects an increase in demand
for smart meters in continental Europe in order to comply with the
EU's 2009 mandate for 80% of homes to have smart meters by 2020;
difficult economic conditions could cause late compliance.

Sensus has adequate liquidity with modest free cash flow, about
$50mm cash balance (albeit largely held offshore), and about $40
million of revolver availability at March 31, 2013. The company
has no significant debt maturities until 2016 but constraints on
cash could arise from weaker cash flow from operations than
expected.

The rating outlook is stable with expectations of the core water
and other utility meter sales to stabilize from their recent mixed
performance, resulting in both revenue and EBITDA growing modestly
over the near-term. The outlook does not assume Sensus' consortium
wins the UK bid given the number of bids submitted. A selection by
the UK regulator and financial performance under that contract in
line with Moody's expectation, combined with stable performance on
the rest of the business lines could lead to the outlook changing
to positive. Over time, leverage decreasing to 5.0x concurrent
with free cash flow to debt increasing above 5%, if sustainable,
could lead to a ratings upgrade. Leverage levels sustained above
6.0x, free cash flow turning negative or a weakening liquidity
profile could result in an outlook or ratings downgrade.

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

Sensus USA Inc., headquartered in Raleigh, North Carolina, is a
provider of various products to water, electric and natural gas
utility companies including communication, metering, measurement,
control and analysis equipment. Revenue for the last twelve months
ended December 31, 2012 were approximately $850 million of which
approximately 70% was generated in North America with the
remainder in Europe, Asia and South America. The company is owned
by The Jordan Company and Goldman Sachs.


SEVEN COUNTIES: U.S. Trustee Wants More Time to Object to Hiring
----------------------------------------------------------------
Samuel K. Crocker, the U.S. Trustee for Region 8, asks the U.S.
Bankruptcy Court for the Western District of Kentucky, Louisville
Division, to enlarge the time within which he can object to Seven
Counties Services, Inc.'s nunc pro tunc application to employ
Seiller Waterman LLC as counsel.

The U.S. Trustee relates that one of the papers the Debtor filed
on the Petition Date listed the firm as an "unsecured creditor"
that received payments totaling around $140,000.  The U.S. Trustee
says he has requested and received additional documentation to
clarify the timing of, and reasons for, the payments.  The U.S.
Trustee asserts that he needs more time to review the additional
information he has received.

                          Cash Collateral

In April, Judge Joan A. Lloyd of the U.S. Bankruptcy Court for the
Western District of Kentucky, Louisville Division, entered a
second interim order granting Seven Counties' motion for authority
to use cash collateral securing its indebtedness from Fifth Third
Bank.  The Debtor's use of the cash collateral as provided in the
second interim order was slated to expire May 7, 2013, when Judge
Lloyd was set to convene another hearing on the cash collateral
motion.

The interim order provides that Fifth Third will be granted
adequate protection for the diminution of the value of the cash
collateral in the form of valid and perfected liens and
reimbursement for any interest drawings.

                        About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioural
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-bk-31442) in the hometown
on April 4, 2013.  The petition was signed by Anthony M. Zipple as
president/CEO.  The Debtor scheduled assets of $45,603,716 and
scheduled liabilities of $232,598,880.  Seiller Waterman LLC
serves as the Debtor's counsel.  Judge Joan A. Lloyd presides over
the case.

The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.


SEVEN COUNTIES: Wants Patient Care Ombudsman Appointment Waived
---------------------------------------------------------------
Seven Counties Services Inc., asks the U.S. Bankruptcy Court for
the Western District of Kentucky, Louisville Division, to waive
the appointment of a patient care ombudsman saying a patient care
ombudsman would represent an unnecessary additional administrative
expense to the estate.

The Debtor, a not-for-profit behavioural services provider,
qualifies as a "health care business" as defined in Section
101(27A) of the Bankruptcy Code.  Pursuant to Section 303(a)(1),
in a case involving a health care business, the court will order
an ombudsman to monitor the quality of patient care and to
represent the interests of the patients of the health care
business unless the court finds that the appointment of such
ombudsman is not necessary for the protection of patients under
the specific facts of the case.

                        About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioural
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-bk-31442) in the hometown
on April 4, 2013.  The petition was signed by Anthony M. Zipple as
president/CEO.  The Debtor scheduled assets of $45,603,716 and
scheduled liabilities of $232,598,880.  Seiller Waterman LLC
serves as the Debtor's counsel.  Judge Joan A. Lloyd presides over
the case.

The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.


SIONIX CORP: Amends Current Report with SEC
-------------------------------------------
Sionix Corporation has amended its current report on Form 8-K
which was filed with the Securities and Exchange Commission on
April 29, 2013, to correct the maturity dates of the January
Convertible Notes and the March Convertible Notes described in
that Report.

January Convertible Notes

On Jan. 25, 2013, Sionix Corporation 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 percent per annum and mature on Sept. 30, 2014.  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 percent 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 SEC covering those 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 percent 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 percent of the
same per month thereafter, not to exceed 10 percent 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
percent per annum and mature on Sept. 30, 2014.  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 percent 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 percent original issue discount, at a conversion
price equal to 60 percent 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 percent 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 those
shares in its next registration statement filed with the SEC a
liquidated damage charge of 25 percent of the outstanding
principal balance, but not less than $25,000, will be added to
that 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 percent 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 such prepayment,
provided that the Company must pay Tonaquint 135 percent of the
amount of the Tonaquint Principal Amount it elects to prepay.
Interest on the Tonaquint Note will accrue at 8 percent per annum,
provided that upon an Event of Default the interest rate shall
increase to 18 percent.

                        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.


SKINNY NUTRITIONAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Skinny Nutritional Corp.
        825 Lafayette Road
        Bryn Mawr, PA 19010

Bankruptcy Case No.: 13-13972

Chapter 11 Petition Date: May 3, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Jean K. FitzSimon

Debtor's Counsel: Edmond M. George, Esq.
                  OBERMAYER REBMANN MAXWELL & HIPPEL, LLP
                  1617 John F. Kennedy Boulevard
                  One Penn Center, Suite 1900
                  Philadelphia, PA 19103
                  Tel: (215) 665-3140
                  E-mail: edmond.george@obermayer.com

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

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

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

The petition was signed by Michael Salaman, chief executive
officer.


SONIC AUTOMOTIVE: Moody's Rates New $300MM Subordinated Notes B3
----------------------------------------------------------------
Moody's Investor Service assigned a B3 rating to Sonic Automotive,
Inc.'s proposed $300 million subordinated note offering.  The
company's B1 Corporate Family Rating was affirmed at B1.  The
outlook remains positive.

Proceeds from the proposed note issue are intended to be used to
redeem the company's existing $210 million 9% subordinated notes
due 2018, including related premiums and expenses, and for general
corporate purposes. The rating assigned to the proposed notes is
subject to receipt and review of final documentation.

The proposed transaction is positive for Sonic's credit profile,
as it will lower the company's annualized interest expense, extend
debt maturities, and provide additional balance sheet cash. These
positive factors offset an increase in pro forma leverage to
approximately 4.9x from 4.6x (based on the latest twelve months
ended Dec. 31, 2012).

The following rating was assigned:

$300 million senior subordinated notes due 2023 at B3/(LGD6, 91%)

The following ratings were affirmed:

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

$200 million senior subordinated notes due 2022 at B3/(LGD6, 91%)

The following rating was affirmed, and will be withdrawn upon
redemption of substantially all the notes:

$210M senior subordinated notes due 2018 at B3/(LGD6, 91%)

Ratings Rationale:

Sonic's B1 Corporate Family Rating continues to consider the
company's weak, though improving, credit metrics, good liquidity
benefitting from a balanced debt maturity profile, and its
business model, with representative parts and service and finance
and insurance segments, which reduce reliance on new car sales.
Ratings also reflect the company's strong market position in the
still very fragmented auto retailing segment, and Sonic's
historically-favorable brand mix.

The positive outlook reflects Moody's belief that Sonic's
favorable brand mix will continue to resonate with consumers, and
that it will continue to manage its expenses prudently, resulting
in credit metrics that should continue to improve over the next
few quarters. The positive outlook also recognizes that Sonic is
in the process of remediating a material weakness as outlined in
its most recent 10K.

Ratings could be upgraded if Sonic continues to improve its
operating performance and credit metrics, as well as maintain a
balanced financial policy. Quantitatively, ratings could be
upgraded if debt/EBITDA was sustained below 4.5 times and
EBIT/Interest was sustained above 2.5 times.

Ratings could be downgraded if Sonic's liquidity or operating
performance were to weaken, or if financial policy were to become
aggressive such that debt/EBITDA rose above 5.25 times or if
EBIT/Interest approached 2 times.

The principal methodology used in this rating was the Global
Automotive Retailer Industry Methodology 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.

Headquartered in Charlotte, North Carolina, Sonic Automotive is a
leading retailer of automobiles.


SONIC AUTOMOTIVE: S&P Raises Corp. Credit Rating to 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Sonic Automotive Inc. to 'BB' from
'BB-'.  The outlook is stable.  At the same time, S&P raised its
debt issue-level ratings on the company's 7% $200 million senior
subordinated notes due 2022 to 'BB-' (one notch lower than the
corporate credit rating) from B+.  The '5' recovery rating on the
subordinated notes remains unchanged and indicates S&P's
expectation that lenders would receive modest (10% to 30%)
recovery in the event of a payment default.  S&P is also assigning
its 'BB-' debt issue rating and '5' recovery rating to Sonic's
proposed $300 million subordinated notes due 2023.  S&P expects
Sonic to use the net proceeds of the proposed notes to repay the
$210 million face value of its 9.00% senior subordinated notes due
in 2018.  After the 9% notes have been redeemed, S&P plans to
withdraw its rating on that debt.

The ratings on Sonic reflect Standard & Poor's view of Sonic's
business risk profile as "fair" and its financial risk profile as
"significant."  The fair business risk assessment reflects S&P's
belief that the company's resilient business model--with its
diverse revenue stream and variable cost structure--will support
continued good profitability.

"We have revised our financial risk assessment of Sonic to
"significant" from "aggressive" based on the company's improved
credit measures, which we believe are sustainable," said Standard
& Poor's credit analyst Nancy Messer.  "This revision incorporates
our expectation that by year-end 2013 Sonic will resolve (or be on
a clear path to resolution) its material weakness in internal
control over financial reporting described in its 2012 10K.
Sonic's debt leverage, by our calculation, declined to 3.6x at
year-end 2012, and we expect the company will maintain leverage of
4.0x or less in 2013 because of EBITDA expansion.  We do not
expect any change in financial policy as a result of Heath Byrd
assuming the position of CFO given the recent retirement of David
Cosper.  Sonic has dual-class common stock that places voting
control with O. Bruton Smith and B. Scott Smith, the founders and
holders of the class B common stock".

S&P views Sonic's financial policy as aggressive because S&P
expects the company to expand through acquired dealerships in 2013
and 2014.  S&P expects free operating cash flow to remain
positive, reaching at least $50 million in each of 2013 and 2014,
and for funds from operations (FFO) to debt to remain at 20% or
better during the next two years, which compares with 23% at year-
end 2012.  High-margin revenue generated by Sonic's parts and
service (P&S) operations--46% of same-store gross profit in 2012--
is relatively stable compared with vehicle sales revenue, which
can be volatile.  The P&S business supported revenues and margins
in the last recession, while same-store vehicle unit sales
declined and showed margin pressure from weak pricing.  S&P thinks
the mix of revenues in the year ahead will remain fairly
consistent with recent levels: new-vehicle retail sales (56%),
used-vehicle sales (27%), P&S sales (14%), and finance and
insurance (F&I, 3%).  Although new-vehicle sales were only 23% of
Sonic's same-store gross profit for 2012, new-vehicle sales drive
dealership customer throughput and enhance parts and services
(P&S) revenue potential.

"Our rating outlook on Sonic is stable, reflecting our assumption
that its improved performance through operating efficiencies, in
combination with its diverse revenue stream and brand mix, will
enable the company to generate free operating cash flow of at
least $50 million in 2013 and again in 2014.  We assume EBITDA
will expand this year and in 2014, even if the U.S. economy has
remains lackluster.  We assume Sonic will pursue a financial
policy that will balance business expansion and shareholder
returns against the need to achieve and maintain leverage of
between 3.5x and 4.0x or less, and FFO to total debt of 20% or
better, for the rating," S&P noted.

Alternatively, although not likely to occur in the year ahead, S&P
could raise the rating if it believed Sonic could sustain its
improved credit measures and successfully execute its acquisition
strategy without increasing leverage.  S&P would need to view
Sonic's business profile as satisfactory, including the company's
ability to sustain its profitability through cost-side initiatives
even in an industry downturn.  For an upgrade, S&P would also look
for sustainable improved credit measures to include lease-adjusted
total debt to EBITDA of 3x to 3.5x and consistent free operating
cash flow of $100 million.

S&P could lower the rating if aggressive financial policies lead
to leverage exceeding 4.0x for an extended period or if S&P
believes the company could not report consistent free operating
cash flow of at least $25 million over any 12 month period.  This
could occur if aggressive debt-financed acquisitions or investment
in dealer upgrades leads to higher debt and adjusted EBITDA
declined to about $275 million.  S&P could also lower the rating
if the slow economic recovery reverses course and EBITDA declines
because the company can't offset revenue declines with cost
controls.


SPECIAL ELECTRIC: Calif. Appeals Court Remands Melendrez PI Suit
----------------------------------------------------------------
Mary Melendrez, et al., on behalf of the estate of Lario David
Melendrez brought a wrongful death action against numerous
entities, including Special Electric Company, Inc., alleging that
the decedent died of mesothelioma as the result of exposure to
asbestos.  SECO was alleged to be liable as a manufacturer and
supplier of crocidolite mats, and as a supplier of raw crocidolite
asbestos.

SECO filed for bankruptcy protection in 2004.  The company's
Second Amended Plan of Reorganization, which reduced SECO to a
shell for the sole purpose of processing asbestos lawsuits, was
approved in 2006.  Under the Plan, the insurers were required to
defend and/or settle the asbestos claims.

The Melendrez personal injury suit was thus passed to SECO's
insurer for resolution.  When discovery wals propounded to SECO,
the company's attorney (who had been provided by the insurers)
filed substantive responses to the discovery, but represented to
the trial court that the responses could not be verified, as SECO
had no officer, director, employee, or agent who could verify the
discovery responses.  The Melendrezes challenged the sufficiency
of the discovery responses.  The trial court agreed that, under
the circumstances, no individual existed who could verify the
responses, and, at SECO's request, simply deemed them verified.
The Melendrezes thus filed a writ petition, challenging the trial
court's order.

On review, the Court of Appeals of California, Second District,
noted that the law provides that an attorney can verify responses
on behalf of a corporation, although such an act constitutes a
limited waiver of the attorney-client and work product privileges
with respect to the identity of the sources of the information
contained in the response.  In the current case, the attorney
argued that she could not verify the discovery responses because
SECO was the holder of the attorney-client privilege, but had no
officer or director who could waive it.

The Appeals Court concludes that the trial court could have
directed that further effort be made to have a director elected or
appointed on behalf of SECO.  It may, however, be that the
corporation no longer exists and no director can be elected or
appointed.  If that is the case, the Appeals Court believes that
SECO's attorney-client privilege would be passed to its insurers,
the de facto assignee of its policies and the claims against them.
The Appeals Court thus grants the Melendrezes' petition for a writ
of mandate and remand for further proceedings on the issue.

The case is MARY MELENDREZ et al., Petitioners, v. SUPERIOR COURT
OF THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES, Respondent;
SPECIAL ELECTRIC COMPANY, INC., Real Party in Interest, Case No.
B243320 (Cal. App.).  The appeals court's April 30, 2013 order is
available at http://is.gd/xzv407from Leagle.com.

Brian P. Barrow, Esq. -- bbarrow@sgpblaw.com -- and Nectaria
Belantis, Esq. -- nbelantis@sgpblaw.com  -- at SIMON GREENSTONE
PANATIER BARTLETT, in Longbeach, California, represent Mary
Melendrez, et al.

Edward R. Hugo, Esq, -- ehugo@bhplaw.com -- Jeffrey Kaufman, Esq.
-- jkaufman@bhplaw.com -- and Amber Lee Kelly, Esq. --
akelly@bhplaw.com -- at BRYDON HUGO & PARKER represent Special
Electric Company, Inc.


STAR NEWS: Loan Assignee Gets Favorable Ruling vs. Gerson Fox
-------------------------------------------------------------
District Judge Manuel L. Real entered an order granting an
assignee/plaintiff's motion for summary judgment against Gerson
Fox in the action FALLEN STAR, LLC, Plaintiff v. STAR NEWS
BUILDING, LP, et al., Defendants, Case No. CV 12-05738-R (PJWx)
(C.D. Cal.).

In 2008, Star News Building, L.P., borrowed $11.9 million from
original lender Telesis Community Credit Union.  Business Partners
LLC was the servicer of the Loan.  Gerson I. Fox and Michael J.
Kamen executed written guaranties on the Loan.  In May 2012, the
Lender was placed into voluntary liquidation, and National Credit
Union Administration Board was appointed as liquidating agent.  By
December 2012, the Liquidating Agent assigned and transferred
rights under the Loan to Fallen Star LLC.

Since 2009, Star News defaulted on the Loan when it (i) failed to
pay property taxes on the real property collateral for the loan,
(ii) failed to pay default interest, (iii) failed to make loan
payments, and (iv) filed for bankruptcy on April 29, 2011 in
California, among other things.

In an April 18, 2013 order, the District Court held that the
Plaintiff is entitled to rely on the same protection as its
predecessor-in-interest, the Liquidating Agent.

Pursuant to the Guaranty Agreements, the obligations of the
Guarantors, which include Mr. Fox, constitute an unconditional
guaranty of payment and not merely a guaranty of collection.  The
Guaranty also contains unconditional and valid waivers of
defenses.

A copy of the District Court's Order is available at
http://is.gd/P0cP0Efrom Leagle.com.


SUNTECH POWER: Reports $358 Million Revenue in Fourth Quarter
-------------------------------------------------------------
Suntech Power Holdings Co., Ltd., announced preliminary financial
results for the fourth quarter and full year ended Dec. 31, 2012.

Preliminary results indicate that Suntech's shipments of
photovoltaic (PV) products for the fourth quarter of 2012 declined
by approximately 4 percent from the third quarter of 2012.
Revenues in the fourth quarter of 2012 were approximately $358
million, a sequential decline of 8 percent.  Approximately 91
percent of revenues were generated from the sale of PV modules,
and 9 percent 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
percent.

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 percent.
Approximately 92 percent of revenues were generated from the sale
of PV modules, and 8 percent 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 percent.

"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, 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.

                           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.


THERAPEUTICSMD INC: Robert Smith Owned 9% Stake at April 30
-----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Robert J. Smith and his affiliates disclosed that, as
of April 30, 2013, they beneficially owned 13,054,426 shares of
common stock of TherapeuticsMD, Inc., representing 9.66% of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/bRPcrc

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $5.8 million
in total assets, $7.2 million in total liabilities, and a
stockholders' deficit of $1.4 million.


TIMEGATE STUDIOS: Files for Bankruptcy, Looks for Buyer
-------------------------------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal's
Bankruptcy Beat, reported that TimeGate Studios Inc., a video game
developer behind "Section 8" and "Aliens: Colonial Marines," has
filed for bankruptcy and has put its business on the auction block
after an appellate court reinstated a $9 million judgment against
the company.

According to the BankruptcyBeat report, TimeGate's lenders have
agreed to serve as the stalking horse, or lead bidder, for an
auction of the company's assets in a deal valued at $2.6 million.
The purchase price, which must include at least $150,000 in cash,
is subject to higher bids at a bankruptcy auction. Read the bid
rules here.

The videogame developer employs 33 people at its Sugar Land,
Texas, headquarters, according to an affidavit filed by John
Young, the company's chief restructuring officer, the report
related. It listed assets of less than $10 million and debt of
less than $50 million its bankruptcy petition filed Wednesday for
Chapter 11 protection in U.S. Bankruptcy Court in Houston.

The company filed for bankruptcy after the Fifth U.S. Circuit
Court of Appeals reinstated a $9 million arbitration award for
videogame publisher SouthPeak against TimeGate their dispute over
Section 8, the report said.  The two companies have been embroiled
in litigation over the game since 2009.

Young said TimeGate has a "critical need" to sell it assets
outside of a Chapter 11 plan in order to successfully launch its
latest shooter game, "Minimum," the report further related.  That
game is projected to generate sales of $30 million to $75 million
in the next 3 1/2 years.

TimeGate's biggest shareholders are Alan B. Chavelah and Morteza
Baharloo, who each own 34.9% of the shares in the company, the
report said.  A TimeGate representative couldn't be reached for
comment.


TRANS-LUX CORP: Maturity of People's United Loan on June 30
-----------------------------------------------------------
Trans-Lux Corporation entered into amendment no. 23 to the Credit
Agreement with People's United Bank, dated as of March 31, 2013.
The Credit Agreement, as amended, provides for a reduction of the
revolving loan commitment from $700,000 to:

    (i) $624,000 through May 9, 2013;

   (ii) $599,999 from May 10, 2013, through June 9, 2013; and

  (iii) $574,000 as of June 10, 2013.

The Credit Agreement, as amended, also provides for an extension
of the maturity of the Credit Agreement through June 30, 2013.  As
of April 29, 2013, the Company has drawn the full balance of
$624,000 against the revolving loan facility.  The Amendment also
provided for the revision of the minimum tangible worth covenant
contained in the Credit Agreement.  A copy of the Amendment is
available for free at http://is.gd/vh3Uia

                     About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company reported a net loss of $1.42 million in 2011, compared
with a net loss of $7.03 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $23.62 million in total assets,
$20.37 million in total liabilities, and $3.25 million in total
stockholders' equity.


TRINSUM GROUP: Court Okays $2.5MM Settlement Resolving 20 Suits
---------------------------------------------------------------
The stage is set for Trinsum Group Inc. and Integrated Finance
Ltd.'s joint plan of liquidation to be declared effective.  On
April 30, Marianne O'Toole, as distributing agent for the estates
of Trinsum Group and Integrated Finance, won bankruptcy court
approval of a $2.57 million global settlement resolving 20
adversary proceedings against various defendants.  The Settlement
is essential to the effectiveness of the confirmed plan in the
Debtors' cases.  A copy of Judge Glenn's April 30, 2013 Memorandum
Opinion is available at http://is.gd/ncEBdgfrom Leagle.com.

The adversary proceedings were brought by the Distributing Agent
against the defendants, either on the basis of avoidance actions
or director and officer liability.  The defendants are: (i) The
Estate of William Alberts, et al. (Adv. Proc. No. 10-03282); (ii)
Eric Armour (Adv. Proc. No. 10-03299); (iii) The Estate of Craig
Best, et al. (Adv. Proc. No. 10-03300); (iv) Dominic Dodd (Adv.
Proc. No. 10-03301); (v) Paul F. Favaro (Adv. Proc. No. 10-03302);
(vi) Michael Scott Gillis (Adv. Proc. No. 10-03303); (vii) Ramesh
Karnani (Adv. Proc. No. 10-03304); (viii) The Estate of Peter W.
Kontes, et al. (Adv. Proc. No. 10-03305); (ix) D. Stewart Lade
(Adv. Proc. No. 10-03306); (x) Bruno Mathieu (Adv. Proc. No.
10-03307,); (xi) John McDermott (Adv. Proc. No. 10-03308); (xii)
Leroy J. Mergy (Adv. Proc. No. 10-03310); (xiii) Robert S. Ruotolo
(Adv. Proc. No. 10-03313); (xiv) Joseph Shalleck (Adv. Proc. No.
10-03314); (xv) Eugene Shanks; (xvi) Brian Burwell (Adv. Proc. No.
11-01291); (xvii) Ronald Langford (Adv. Proc. No. 11-01289);
(xviii) Michael Popiel, (xix) The Estate of Simon Ozanne, et al.,
(xx) Kenneth R. Favaro, and (xxi) James McTaggart (Adv. Proc. No.
11-01292).

The Settlement requires the dismissal of the Adversary Proceedings
and the release of all defendants in the Proceedings in exchange
for the payment by Illinois National Insurance Company, as
insurer, of $2,575,000, and the issuance of a Bar Order and
Injunction, enjoining the Distributing Agent and each of the
defendants in the Adversary Proceedings from commencing or
continuing any action against each other or the Insurer.  More
importantly the Bar Order would enjoin the "third-party
beneficiary non-signatories" -- certain defendants in the D&O
Adversary Proceedings who have elected not to join the Settlement,
but who will receive the benefits of the agreement assuming the
Bar Order is entered -- from pursing any claims related to the
Adversary Proceedings against the Debtors' estate, the settling
defendants, the Distributing Agent, her counsel, or the Insurer.

The Insurer has also agreed to pay Defense Costs for all
defendants in the Litigations, subject to billing issues that may
arise, without diminishing the Settlement Sum.

Judge Glenn overruled objections filed by directors Roberto G.
Mendoza and David H. Deming against the Settlement.  Nothing in
the Settlement however limits the rights of Messrs. Mendoza or
Deming (or any of the settling defendants) to obtain reimbursement
from the Insurer for their defense costs.

                           About Trinsum

On July 3, 2008, an involuntary petition (Bankr. S.D.N.Y. Case No.
08-12547) was filed against Trinsum Group Inc., as successor in
interest by merger of Marakon Associates, Inc., and Integrated
Finance Limited, LLC.  On Jan. 29, 2009, the Court converted the
case to a case under chapter 11.  On Nov. 10, 2010, an Order
confirming the Debtors' First Modified Joint Plan of Liquidation
was entered and Marianne T. O'Toole was appointed as the
Distributing Agent.  The Plan has not yet become effective.

SilvermanAcampora LLP's Gerard R. Luckman, Esq., and Jay S.
Hellman, Esq., represent the Distributing Agent.


UNIGENE LABORATORIES: Richard Levy Had 65.4% Stake at April 25
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Richard Levy and his affiliates disclosed
that, as of April 25, 2013, they beneficially owned 164,072,618
shares of common stock of Unigene Laboratories, Inc., representing
65.4% of the shares outstanding.  A copy of the regulatory filing,
as amended, is available for free at http://is.gd/c6Kv61

                           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."


UNIFIED 2020 REALTY: Files Bare-Bones Petition in Dallas
--------------------------------------------------------
Unified 2020 Realty Partners, LP, filed a bare-bones Chapter 11
petition (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in
Dallas on May 6.

The Debtor disclosed $34 million in total assets and $21 million
in liabilities.  The Debtor says it owns and leases infrastructure
critical to telecommunications companies and data center
facilities.

The Debtor is represented by Arthur I. Ungerman, Esq., in Dallas.


UNITEK GLOBAL: Has Forbearance with Lenders Until May 30
--------------------------------------------------------
UniTek Global Services, Inc., on April 30, 2013, entered into
forbearance agreements with the Company's lenders under its Term
Credit Agreement and Revolving Credit Agreement:

The "Term Credit Agreement" means that certain Credit Agreement,
dated as of April 15, 2011, among the Company, the several banks
and other financial institutions or entities from time to time
parties thereto, and FBR Capital Markets LT, Inc., as
documentation agent, syndication agent and administrative agent.
The "Revolving Credit Agreement" means that certain Revolving
Credit and Security Agreement, dated as of April 15, 2011, among
the Company, certain subsidiaries thereof, the several banks and
other financial institutions or entities from time to time parties
thereto, and PNC Bank, National Association, as agent.

The Forbearance Agreements describe certain Events of Default that
have occurred or may occur in the future and provides that the
parties to the Forbearance Agreements have agreed to a standstill
period in respect of those Events of Default for a period during
which, among other things, the Company will have the opportunity
to deliver audited financial statements and related deliverables.
That standstill period will terminate on the earlier of:

    (i) the earlier of (A) May 30, 2013, and (B) the delivery of
        the Company's audited financial statements for fiscal year
        2012 to the Company by its auditors; or

   (ii) the occurence of certain events of defaults.

Pursuant to the Term Forbearance Agreement, the Company will pay
to the Term Lenders a forbearance fee equal to 0.50% of the
principal amount of the outstanding Term Loans as of the effective
date of the Term Forbearance Agreement, which fee will be added to
the principal amount of the outstanding Term Loans as of that
effective date.

Pursuant to the Revolver Forbearance Agreement, the Company will
pay to the Revolver Lenders a forbearance fee of $50,000.  The
Revolver Forbearance Agreement contains other covenants and
restrictions customary to those agreements.

Copies of the Forbearance Agreements are available for free at:

                        http://is.gd/Z0OmcV
                        http://is.gd/BkOqKa

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

As reported by the TCR on April 23, 2013, Moody's Investors
Service lowered all of Unitek Global Services, Inc.'s credit
ratings by two notches including its Corporate Family Rating to
Caa1 from B2.  These actions follow the company's announcement
that as a result of revenue recognition issues at its Pinnacle
Wireless division, Unitek's previously issued consolidated
financial statements dating back to the interim period ended
Oct. 1, 2011, should no longer be relied upon, including with
regards to the effectiveness of internal control over financial
reporting.

In the April 19, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Blue Bell,
Pa.-based UniTek Global Services Inc., to 'CCC' from 'B+'.  "The
rating actions follow UniTek's report that certain employees
in its Pinnacle Wireless subsidiary engaged in fraud that resulted
in improper revenue recognition," said Standard & Poor's credit
analyst Michael Weinstein.


VILLAGE AT LAKERIDGE: Insider Status Unchanged by Claim Assignment
------------------------------------------------------------------
The U.S. Bankruptcy Appellate Panel for the Ninth Circuit ruled in
April that a bankruptcy court erred in determining that, by
acquiring an insider claim, the buyer also automatically became a
statutory insider of the debtor.

According to the BAP, there is a logical and legal inconsistency
in the bankruptcy court's reasoning that the assignment of a claim
by itself may change the insider status of the claimant.  If
assignment of an insider claim to a non-insider alone changes the
non-insider's status to insider, then it would follow that an
assignment or purchase of a non-insider claim by an insider would
change the insider into a non-insider.

The BAP was ruling on an appeal by The Village at Lakeridge, LLC,
a debtor that owned and operated a commercial real estate
development in Reno, Nevada.  Lakeridge purchased the Property in
January 2004 and financed the purchase with a loan, evidenced by a
promissory note, from Greenwich Financial Products, Inc.
Apparently, USB now holds the fully secured claim for the balance
due on this loan, which amounts to about $10 million; this is the
only secured claim in the bankruptcy case.

The sole member of Lakeridge is MBP Equity Partners 1, LLC.
Kathie Bartlett is a member of the board of managers of MBP. The
only unsecured claim listed in Lakeridge's bankruptcy schedules
was one for $2,761,000 held by MBP.  Bartlett signed the
bankruptcy petition and all related documents on behalf of
Lakeridge.

Lakeridge filed a Disclosure Statement and Plan of Reorganization
on September 14, 2011. That Plan was amended on November 4, 2011,
and January 12, 2012.

The only claims addressed in the Disclosure Statement and Plan
were the fully secured claim of USB and the MBP Claim.

On October 27, 2011, Dr. Robert Rabkin purchased the MBP Claim for
$5,000.  A Notice of Assignment of the MBP Claim to Rabkin was
filed with the bankruptcy court on November 4, 2011.

A hearing was held on the Disclosure Statement on November 7,
2011. It does not appear that the Rabkin assignment was discussed
at the hearing. The bankruptcy court approved the Disclosure
Statement by order on November 23, 2011.

Bartlett was deposed by USB on February 9, 2012, in her capacity
as a representative of Lakeridge.

On June 7, 2012, Rabkin testified at a USB deposition.  Early in
his deposition, Rabkin testified that he had attended a meeting
one hour before the deposition with his counsel and counsel for
Lakeridge.  When asked what he discussed with Lakeridge's counsel,
Lakeridge's attorney objected, invoking the "common interest
privilege."  Rabkin's counsel joined in the objection and
ultimately directed Rabkin not to answer the question.
Rabkin testified to the following matters in that deposition: (1)
that he had both a business and close personal relationship with
Bartlett; (2) that he saw Bartlett regularly, including on the day
of the deposition; and (3) that he purchased the MBP Claim for
$5,000 as a business investment and expected to be paid a pro rata
dividend of $30,000 under the Lakeridge plan.

Near the end of the deposition, USB, through counsel, offered to
purchase the MBP Claim from Rabkin for $50,000; when he declined,
counsel increased the offer to $60,000. Rabkin did not accept the
offer.

Shortly after the Rabkin deposition, USB by letter requested that
the bankruptcy court intervene in two discovery disputes in the
bankruptcy case: (1) whether the common interest privilege applied
so as to protect disclosure of communications between Rabkin and
Lakeridge's counsel; and (2) to compel Bartlett to sit for a
second deposition, this time in her individual capacity as opposed
to her first deposition as representative of Lakeridge.

The bankruptcy court held a hearing on June 21, 2012, on USB's
Discovery Requests. After reviewing letter briefs from USB,
Lakeridge and Rabkin, and hearing from their counsel, the court
ruled on the record that the Ninth Circuit's decision in United
States v. Gonzalez, 669 F.3d 974 (9th Cir. 2012) supported the
application of the common interest privilege in this case and
denied USB's request to compel Rabkin to disclose his
communications with Lakeridge's attorneys. As to USB's request for
a second deposition for Bartlett, the court ruled that she had
been extensively examined already and the court would not require
a second examination.

On July 1, 2012, USB filed the Designation Motion. USB contended
in that motion that Rabkin was a statutory insider by virtue of
the assignment of the MBP insider claim to him, and that he was a
non-statutory insider because of his relationship with Bartlett.
USB also argued that the assignment of the claim to Rabkin was in
bad faith. Lakeridge responded, arguing that Rabkin was neither a
statutory nor a non-statutory insider, and that there was no bad
faith involved in Rabkin's acquisition of the claim.

Rabkin said he purchased the MBP Claim as a business investment
with the expectation of receiving a $30,000 return through the
Lakeridge plan on a $5,000 investment.  USB contends that Rabkin
was involved in a romantic relationship with Bartlett, a principal
of Lakeridge, and conspired with her to acquire the MBP claim
solely to accept Lakeridge's plan.  USB insists that Rabkin did
not act in accordance with his financial interests, and as
evidence, it points to his deposition where counsel for USB
offered Rabkin $50,000, and then $60,000, to acquire his claim,
which would generate an immediate profit of $20,000-30,000 above
what Rabkin expected to gain through the plan.  According to USB,
Rabkin's refusal to take the bait clearly demonstrated his motive
in the case was something other than financial gain.

The bankruptcy court held an evidentiary hearing on the
Designation Motion on August 1, 2012.  USB, Lakeridge, and Rabkin
were represented by counsel, and Rabkin and Bartlett testified.

Rabkin expressed outrage that he was pressured to make a deal in
the context of a deposition hearing.

The court agreed that USB's tactic was "appalling" and apologized
"on behalf of the legal profession" for USB's counsel's behavior.
The court characterized USB's ploy during the deposition as
"offensive" and noted that Rabkin was under no obligation to
accept the offer.  The court also decided that Rabkin's purchase
of a $2,671,000 unsecured claim under these circumstances for
$5,000, with a $30,000 expected gain, was an example of a
speculative investment and that no special due diligence was
required by Rabkin.

The court granted the Designation Motion in part and denied it in
part. The court entered an order to memorialize its ruling on
August 20, 2012.

First, the Designation Order recited that "The court finds and
concludes as a matter of law that Dr. Rabkin is not a non-
statutory insider because, among other things: (a) Dr. Rabkin does
not exercise control over the Debtor; (b) Dr. Rabkin does not
cohabit with Ms. Bartlett and does not pay Ms. Bartlett's bills or
living expenses; (c) Dr. Rabkin has never purchased expensive
gifts for Ms. Bartlett."  The bankruptcy court also concluded that
the converse was true: that Bartlett exercised no such control or
provided gifts to Rabkin.

Next, the bankruptcy court decided that the MBP Claim "was not
assigned to Dr. Rabkin in bad faith."  It explained that Dr.
Rabkin was not compelled to sell his claim to USB, his purchase of
the MBP claim was a legitimate investment, and that Bartlett never
asked him to vote in favor of the plan.

However, the bankruptcy court reasoned, "Because [MBP] is a
statutory insider, Dr. Rabkin, as the assignee of the claim,
acquired the same status as a statutory insider when he purchased
the claim."  The court supported its conclusion with citation to
several authorities.  The Designation Order gave no other
explanation for its ruling that Rabkin was a statutory insider.

As a consequence, the court decided that "[b]ecause Dr. Rabkin's
vote cannot be considered for voting purposes in order to confirm
the Debtor's Plan, the Debtor does not have an impaired, assenting
class of claims necessary to confirm his Plan."

Lakeridge and Rabkin both filed timely appeals of the Designation
Order. USB also filed a timely cross-appeal challenging the
provision of the Designation Order that Rabkin was not a non-
statutory insider, and also seeking review of the bankruptcy
court's prior order denying the Discovery Requests.

In its ruling, the BAP affirmed that part of the bankruptcy
court's order denying the Discovery Requests that Bartlett need
not submit to a second deposition.  It vacated the part of that
order that the common interest privilege applied to Rabkin's
discussions with Lakeridge's attorney.

As to the Designation Order, the BAP affirmed the bankruptcy
court's decision that Rabkin is not a non-statutory insider, and
affirmed its decision declining to designate that Rabkin's
acceptance of the plan was not in good faith for purposes of 11
U.S.C. Sec. 1126(e).  The BAP reversed the bankruptcy court's
decision that Rabkin is a statutory insider, and reversed the
decision excluding Rabkin's vote to accept the plan.  The BAP
vacated that part of the order deciding that the Debtor does not
have an impaired, assenting class of claims necessary to confirm
the plan, and the decision denying confirmation of the Lakeridge
plan of reorganization.  The BAP remanded the matters to the
bankruptcy court for further proceedings consistent with the BAP's
decision.

The appellate case is, THE VILLAGE AT LAKERIDGE, LLC, fka Magnolia
Village, LLC; ROBERT ALAN RABKIN, M.D., Appellants/ Cross-
appellees, v. U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, AS
SUCCESSOR-IN-INTEREST TO BANK OF AMERICA, N.A., AS SUCCESSOR BY
MERGER TO LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE
REGISTERED HOLDERS OF GREENWICH CAPITAL COMMERCIAL FUNDING CORP.,
COMMERCIAL MORTGAGE TRUST 2005-GG3, COMMERCIAL MORTGAGE PASS
THROUGH CERTIFICATES, SERIES 2005-GG3, BY AND THROUGH, CWCAPITAL
ASSET MANAGEMENT LLC, SOLELY IN ITS CAPACITY AS SPECIAL SERVICER,
Appellee/ Cross-appellant, BAP No. NV-12-1456-PaKiTa, No. NV-12-
1474-PaKiTa (Cross-appeals) (9th Cir. BAP).  A copy of the Court's
April 5, 2013 Memorandum is available at http://is.gd/sRdAPKfrom
Leagle.com.

The Village At Lakeridge LLC, fka Magnolia Village LLC, in Reno,
Nevada, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No.
11-51994) on June 16, 2011.  Judge Bruce T. Beesley oversaw the
case.  The Law Offices of Alan R. Smith, Esq. --
mail@asmithlaw.com -- served as the Debtor's counsel.  In its
petition, the Debtor scheduled $9,480,180 in assets and
$18,957,268 in debts.  A list of the Company's three largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/nvb11-51994.pdf The petition
was signed by Kathie Bartlett.


VPR OPERATING: Hires Patton Boggs as Counsel
--------------------------------------------
VPR Operating LLC asks the U.S. Bankruptcy Court for permission to
employ Patton Boggs LLP as bankruptcy counsel.

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

The Debtors paid Patton Boggs a retainer in the amount of
$150,000.

Before the commencement of the Debtors' bankruptcy proceedings,
Patton Boggs offset $63,092.50 of prepetition fees and expenses
incurred during the course of assisting the Debtors with matters
relating to the commencement of such proceedings.

Patton Boggs intends to hold its $86,907.50 retainer balance as
security throughout the Debtors' bankruptcy cases until the firm's
fees and expenses are awarded by a final Court order.  If any
portion of the Retainer remains unearned at the conclusion of
these cases, Patton Boggs will return the unearned portion of the
Retainer to the Debtors, without interest.

The firm can be reached at:

         Robert W. Jones
         Brent McIlwain
         2000 McKinney Avenue, Suite 1700
         Dallas, TX 75201
         Tel: (214) 758-1500
         Fax: (214) 758-1550
         E-mail: rwjones@pattonboggs.com
                 bmcilwain@pattonboggs.com

                        About VPR Operating

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  VPR estimated assets and debts of at least
$50 million.  Brian John Smith, Esq., at Patton Boggs LLP, serves
as the Debtor's counsel.  Judge Craig A. Gargotta presides over
the case.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.


WARNER MUSIC: To Reprice $492 Million Secured Term Loan
-------------------------------------------------------
WMG Acquisition Corp. is seeking to reprice outstanding
indebtedness under its existing senior secured term loan facility
to reduce the interest rate on approximately $492 million of
Outstanding Indebtedness.  The repricing will replace the
Outstanding Indebtedness with term loans that the Company
currently expects to have the same terms as indebtedness to be
incurred under the Company's proposed $820 million delayed draw
senior secured term loan.  The proposed repricing is subject to
market and other conditions.

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

Warner Music incurred a net loss attributable to the Company of
$112 million for the fiscal year ended Sept. 30, 2012, compared
with a net loss attributable to the Company of $31 million for the
period from July 20, 2011, through Sept. 30, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $5.19 billion
in total assets, $4.33 billion in total liabilities and $864
million in total equity.

                            *    *     *

As reported by the TCR on Feb. 13, 2013, Standard & Poor's Ratings
Services placed its ratings on New York City-based recorded music
and music publishing company Warner Music Group (WMG) on
CreditWatch with negative implications.  This action follows the
company's announcement that it has entered into a definitive
agreement to acquire U.K.-based Parlophone Label Group for about
$765 million in cash.


WCA WASTE: Moody's Affirms 'B2' CFR & Rates New $372MM Debt 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to WCA Waste
Corporation's $100 million revolving credit facility and $272
million term loan, which will replace facilities of the same size.
Moody's also affirmed the company's B2 corporate family, B3-PD
probability of default, and $3 million notes Caa2 ratings. The
ratings on the outstanding revolver and term loan will be
withdrawn upon closing of the new loans. The rating outlook is
stable.

Ratings:

Corporate Family Rating: Affirmed B2

Probability of Default: Affirmed B3-PD

$100 million revolving credit facility due March 2017: Assigned
B1/LDG3-31

$272 million first lien term loan due March 2018: Assigned
B1/LDG3-31

$3 million 7.50% notes due June 2019: affirmed Caa2/LGD5-84

Outlook: Stable

Ratings Rationale:

The B2 corporate family rating reflects WCA's small revenue base,
limited interest coverage metrics, consistently low returns, and
light free cash flow generation. The rating also contemplates that
the operating environment should improve as U.S. solid waste
volumes, which have declined for several years, begin growing in
2013. WCA's geographically southern U.S. focused portfolio of
collection and disposal operations should benefit from a positive
volume trend in this region. Versus peers, the company's revenue
base is small and more heavily focused on disposal, rather than
hauling, while its landfills are focused on construction and
demolition waste streams. Construction and demolition waste
volumes typically lag economic growth which may limit WCA's
realization of better operating statistics until 2014. Indeed,
2012 performance fell short of Moody's expectation set at the time
the company was taken private, though not enough to warrant a
rating change. The rating considers that WCA will likely focus on
growth spending and modest debt reduction. Moody's notes the
replacement facility will have relaxed covenants, including
maintenance of leverage and interest covenants at current levels
(5.50x Debt/EBITDA and 2.50x, respectively) instead of tightening
over time (to 4.75x and 2.75x), removal of the $150 million
accordion limit, and a higher permitted leverage (4.75x) ratio for
the increase in outstanding term loans.

Moody's views the liquidity profile to be adequate. The
replacement $100 million revolving credit expires in March 2017.
$88 million of availability existed year end 2012, net of letter
of credit utilization, a good amount for the company's size. The
proposed credit facility features 5.5x maximum total leverage and
2.5x minimum interest coverage tests for the life of the loans.
Moody's expects adequate covenant headroom in the near term and
current maturities should be about $3 million. Moody's anticipates
a fairly limited amount of free cash flow generation over the next
twelve months that will likely be directed toward helping fund
acquisition spending. There could be an interim need to fund
working capital or capital expenditure through the revolving
credit facility.

The rating outlook is stable as Moody's expects the company's
focus on expansion spending will likely continue, which will limit
the degree of debt reduction possible from the better operating
environment. Compared to peers, WCA's performance has been
relatively volatile over the past few years given its greater
exposure to construction and demolition markets, which make the
earnings profile more economically sensitive. Strategic
investments will likely be undertaken to raise the waste network's
return profile and make earnings/cash flow more resilient. The
loosening of bank covenants concurrent to the bank loan
refinancing might signal an appetite for higher leverage than
recently reported.

Upward rating momentum would depend on EBIT to interest
approaching 2x with free cash flow to debt in the mid-single digit
percentage range. The company's small scale is a limiting factor
to any upward rating momentum.

Downward rating pressure would develop with EBIT to interest below
1x, continuation of negative free cash flow or a weakening
liquidity profile. Of late, EBIT to interest has been below 1x,
though the other measures have outperformed the downgrade
threshold.

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

WCA Waste Corporation, based in Houston, TX, is a provider of non-
hazardous solid waste management services. Revenues in the twelve
months ending March 31, 2013, were about $260 million. WCA has
been owned by Macquarie Infrastructure Partners II, an
infrastructure investment fund managed by Macquarie Group Limited,
since March 2012. The company's operations cover 12 states,
primarily in the south and southeastern U.S. states.


WESTMORELAND COAL: J. Gendell Held 16.5% Stake as of April 29
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Jeffrey L. Gendell and his affiliates
disclosed that, as of April 29, 2013, they beneficially owned
2,387,456 shares of common stock of Westmoreland Coal Company
representing 16.5% of the shares outstanding.  Mr. Gendell
previously reported beneficial ownership of 2,677,150 common
shares or 18.9% equity stake as of Jan. 2, 2013.  A copy of the
amended regulatory filing is available at http://is.gd/wdmULX

                      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.  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.

                           *     *     *

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.


YRC WORLDWIDE: Incurs $24.5 Million Net Loss in First Quarter
-------------------------------------------------------------
YRC Worldwide Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $24.5 million on $1.16 billion of
operating revenue for the three months ended March 31, 2013, as
compared with a net loss attributable to the Company of $85.5
million on $1.19 billion of operating revenue for the same period
a year ago.

The Company's balance sheet at March 31, 2013, showed $2.20
billion in total assets, $2.84 billion in total liabilities and a
$642.6 million total shareholders' deficit.

"Despite more difficult winter weather conditions in the first
quarter of 2013 as compared to an unusually mild winter in 2012,
our year-over-year operating results continue to improve," stated
James Welch, chief executive officer of YRC Worldwide.  "As we
have said previously, 2013 is a year of performance, and to that
end, the year-over-year 500 basis point improvement in our
operating ratio from 104.1 in 2012 to 99.1 in 2013 is evidence of
such performance.  These results are due to a rational pricing
environment for both YRC Freight and the Regional segment, and the
productivity improvements along with the customer mix management
effort at YRC Freight specifically.  We still have significant
opportunity for further improvements, and as we move throughout
2013, we will continue to focus on providing premium services to
both the regional and long-haul segments of the LTL market and
growing the business, all while providing our customers the high-
quality service they deserve," said Welch.

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

                        http://is.gd/lWLhXm

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.

                           *     *     *

As reported in the Aug. 2, 2011 edition of the TCR, Moody's
Investors Service revised YRC Worldwide Inc.'s Probability of
Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 in
recognition of the agreed debt restructuring which will result in
losses for certain existing debt holders.  In a related action
Moody's has raised YRCW's Corporate Family Rating to Caa3 from Ca
to reflect modest but critical improvements in the company's
credit profile that should result from its recently-completed
financial restructuring.  The positioning of YRCW's PDR at Caa2\LD
reflects the completion of an offer to exchange a substantial
majority of the company's outstanding credit facility debt for new
senior secured credit facilities, convertible unsecured notes, and
preferred equity, which was completed on July 22, 2011.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


ZOGENIX INC: Posts Positive Top-Line Results From Clinical Trial
----------------------------------------------------------------
Zogenix, Inc., announced positive top-line results from its
extended Phase 1 clinical trial of ReldayTM, an investigational
candidate of a proprietary, once-monthly subcutaneous formulation
of risperidone for the treatment of schizophrenia.  The Phase 1
clinical trial was conducted as a single-center, open-label,
safety and pharmacokinetic trial of 40 patients with chronic,
stable schizophrenia or schizoaffective disorder across a dose
range of 25, 50 and 100 mg.  Adverse events in the Phase 1 trial
in patients diagnosed with schizophrenia were generally mild to
moderate and consistent with other risperidone products.

The extended Phase 1 clinical trial included a 100 mg dose of
Relday, following previously reported positive results with 25 and
50 mg doses.  The results for the extended Phase 1 clinical trial
showed risperidone blood concentrations in the therapeutic range
were achieved on the first day of dosing and maintained throughout
the one-month period.  In addition, dose proportionality has now
been established across the full dose range that would be
anticipated to be used in clinical practice (50 to 100 mg).  The
positive results from this study extension position Zogenix to
begin a multi-dose clinical trial, which would provide the
required steady-state PK and safety data prior to initiating Phase
3 development studies, subject to Zogenix securing a development
and commercialization partner prior to initiation of the multi-
dose trial.

The development of Relday will first focus on its delivery by
conventional needle and syringe in order to allow the
administration of different volumes of the same formulation of
Relday by a healthcare professional.  Zogenix anticipates that the
introduction of the DosePro needle-free technology for
administration of Relday can occur later in development or as part
of life cycle management after further work involving formulation
development, technology enhancements, and applicable regulatory
approvals.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Zogenix incurred a net loss of $47.38 million in 2012, as compared
with a net loss of $83.90 million in 2011.  The Company's balance
sheet at Dec. 31, 2012, showed $80.68 million in total assets,
$66.21 million in total liabilities and $14.47 million in total
stockholders' equity.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and lack of sufficient working capital which raise
substantial doubt about the Company's ability to continue as a
going concern.


* Fitch Says U.S. Auto Lender Asset Quality to Further Weaken
-------------------------------------------------------------
U.S. auto lenders will likely report further weakening in asset
quality metrics this year, driven mainly by lower used car values,
a loosening of underwriting terms and further seasoning of loan
portfolios, according to Fitch.

Credit losses and delinquency rates increased on a year-over-year
basis for all major auto lenders in the first quarter, and we
expect that trend to continue as asset quality metrics retreat
from historically strong levels reported in 2012. For Fitch-rated
issuers, average credit losses increased 16 bps year-over-year in
1Q'13, and delinquencies were 67 bps higher than the year-earlier
quarter.

"We view double-digit increases in auto leasing volumes for some
issuers with caution, particularly since used car values will
likely return to more typical levels after recent rises. Used car
values will come under pressure as secondary market supply grows
in the wake of stronger new car sales and higher lease volumes.
This supply pressure is likely to build late this year and into
2014," Fitch says.

Record used car prices have already begun to moderate, and we
expect residual values to come under heavier pressure as more
vehicles come off lease. The moderating trend in residual values
can be seen in Fitch's Auto Lease ABS Residual Value Index, which
increased by 5.75% in 1Q'13, down from an increase of 11.11% in
4Q'12.

Auto lessors typically set residual values conservatively when
they underwrite leases. However, increasing competition may drive
residual values higher as lessors look to attract consumers with
lower monthly payments.

The expected weakening in asset quality for auto lenders is
occurring after a period of record-low losses and delinquencies,
and we believe the weakening of metrics will remain within
historical norms, supporting ratings. All Fitch-rated issuers have
been prudent in increasing credit provisions to account for
portfolio growth and moderating used car value trends.

First quarter profitability remained solid for all issuers, backed
by portfolio expansion, lower credit costs and cheaper funding.
Credit provision increases and pricing and margin pressure due to
competition will be a headwind facing issuers for the remainder of
this year.

Fitch-rated issuers that have reported 1Q'13 results include Ally
Financial, Capital One, Ford Credit, GM Financial and JPMorgan.


* Moody's Notes Divergence in European and US CDS Spreads
---------------------------------------------------------
CDS five-year mid-spreads and CDS-implied ratings gaps for U.S.
insurers have diverged from non-U.S. peers, says Moody's in its
latest review of the Moody's Global Insurance CDS Index (MDYGIX,
or the Index) performance during the first quarter of 2013, "Q1
2013 CDS Spreads: Focus on Insurers vs. Banks."

This edition of the report has a special focus on the performance
of U.S. banks against U.S life and multiline insurers as these two
sectors of the five tracked by the Index are most comparable to
banks, largely due to their high asset leverage and susceptibility
to a low interest rate environment, says Moody's. The Index also
tracks three other insurance sectors; U.S. P&C, global reinsurers
and European insurers.

"In line with the fixed income rally in financials, CDS spreads of
U.S. banks and U.S. life and multiline insurers each tightened
during Q1," said Scott Robinson, a Moody's Senior Vice President
and an author of the report. "Over the past year, CDS-implied
ratings gaps for banks have narrowed more than those for the two
insurance sectors."

Moody's says that it's likely that recent improvements in capital
and asset quality at U.S. banks have helped drive this recovery in
market sentiment relative to other financials.

But that's not the case for European insurers, says Moody's. As
measured by CDS spreads and CDS-implied ratings gaps, European
insurers and global reinsurers performed significantly worse than
U.S.-domiciled insurers. This difference in market sentiment may
be attributable to investor belief that adverse impact from events
in Europe will be confined to insurers in that region, says the
rating agency.

U.S. P&C is the only insurance sector in the Index that has a
positive CDS-implied ratings gap (positive 1.8), meaning that the
median CDS-implied rating for the sector is higher than the
comparable Moody's rating. U.S. life insurance, once one of the
most significant negative outliers, had the second best median
CDS-implied ratings gap of the five insurance sectors in the Index
at the end of Q1, said the rating agency.


* April Bankruptcy Filings Down 8% from Previous Year
-----------------------------------------------------
Total bankruptcy filings in the United States decreased 8 percent
in April over last year, according to data provided by Epiq
Systems, Inc. Bankruptcy filings totaled 100,702 in April 2013,
down from the April 2012 total of 108,996. Consumer filings
declined 7 percent to 96,344 from the April 2012 consumer filing
total of 103,798. Total commercial filings in April 2013 decreased
to 4,358, representing a 16 percent decline from the 5,198
business filings recorded in April 2012. Conversely, total
commercial chapter 11 filings increased 5 percent to 701 filings
in April from the 666 commercial chapter 11 filings registered in
April 2012.

"Households and businesses continue to adjust their balance sheets
in response to low interest rates, tighter lending standards and
decreased consumer spending," said ABI Executive Director Samuel
J. Gerdano. "These trends will continue to suppress bankruptcy
filings this year."

Total bankruptcy filings for the month of April represented a 2
percent decrease compared to the 102,653 total filings recorded in
March 2013. Total noncommercial filings for April also represented
a 2 percent decrease from the March 2013 noncommercial filing
total of 98,558. However, April's commercial filing total
represented a 6 percent increase from the March 2013 commercial
filing total of 4,095. April commercial chapter 11 filings also
increased, rising 17 percent when compared to the 597 filings
registered the previous month.

The average nationwide per capita bankruptcy-filing rate in April
increased to 3.52 (total filings per 1,000 per population), an
increase from the 3.40 rate registered in the first three months
of the year. Average total filings per day in April were 3,357, an
8 percent decrease from the 3,633 total daily filings in April
2012. States with the highest per capita filing rate (total
filings per 1,000 population) in April 2013 were:

1. Tennessee (6.76)
2. Georgia (5.76)
3. Alabama (5.75)
4. Illinois (5.59)
5. Nevada (5.27)

ABI has partnered with Epiq Systems, Inc. in order to provide the
most current bankruptcy filing data for analysts, researchers and
members of the news media. Epiq Systems is a leading provider of
managed technology for the global legal profession.

For further information about the statistics or additional
requests, please contact ABI Public Affairs Manager John Hartgen
at 703-894-5935 or jhartgen@abiworld.org.

ABI is the largest multi-disciplinary, nonpartisan organization
dedicated to research and education on matters related to
insolvency. ABI was founded in 1982 to provide Congress and the
public with unbiased analysis of bankruptcy issues. The ABI
membership includes more than 13,000 attorneys, accountants,
bankers, judges, professors, lenders, turnaround specialists and
other bankruptcy professionals, providing a forum for the exchange
of ideas and information. For additional information on ABI, visit
www.abiworld.org. For additional conference information, visit
http://www.abiworld.org/conferences.html.

Epiq Systems is a leading provider of managed technology for the
global legal profession. Epiq Systems offers innovative technology
solutions for electronic discovery, document review, legal
notification, claims administration and controlled disbursement of
funds. Epiq System's clients include leading law firms, corporate
legal departments, bankruptcy trustees, government agencies,
mortgage processors, financial institutions, and other
professional advisors who require innovative technology,
responsive service and deep subject-matter expertise. For more
information on Epiq Systems, Inc., please visit
http://www.epiqsystems.com/


* Fed Governor Calling for Stronger Capital at Megabanks
--------------------------------------------------------
Danielle Douglas, writing for The Washington Post, reported that
The Federal Reserve's point man on bank regulation, Daniel
Tarullo, is calling for big banks who rely on the debt markets for
financing to hold more capital, adding to the growing pressure to
rein in megabanks.

According to the Post report, Tarullo's proposal comes a week
after Sens. Sherrod Brown (D-Ohio) and David Vitter (R-La.)
introduced legislation to impose higher capital requirements on
megabanks to make them safer and less dependent on government
bailouts.

The ultimate goal of both proposals is the same, but Tarullo is
zeroing in on a niche segment of the industry and can move on his
plan without congressional action, the Post said.

Regulators grew concerned during the financial crisis about banks'
dependence on "wholesale funding" -- debt used to purchase assets
and manage operations, the Post added.  The debt markets froze up
during the 2008 financial crisis, forcing banks to sell off assets
amid falling prices.

In a speech at the Peterson Institute for International Economics
on Friday, Tarullo said the financial system remains vulnerable to
the risks of short-term funding shortfalls as megabanks continue
to depend on the market, according to the Post.  The prominent
regulator said the more wholesale funding a bank uses, the more
capital it should hold as a buffer against losses.

"Where a firm has little need of short-term funding to maintain
its ongoing business, it is less susceptible to runs," Tarullo
said, the Post cited. "Where, on the other hand, a firm is
significantly dependent on such funding, it may need considerable
common equity capital to convince market actors that it is indeed
solvent."


* Flagstar to Pay $110 Million to Settle MBIA Mortgage Lawsuit
--------------------------------------------------------------
Chris Dolmetsch, writing for Bloomberg News, reported that MBIA
Inc (MBI) said Flagstar (FBC) Bancorp Inc. agreed to pay $110
million to settle a lawsuit accusing it of making
misrepresentations to induce MBIA to insure mortgage- backed
securitizations that defaulted.

According to the Bloomberg report, MBIA, based in Armonk, New
York, alleged that Troy, Michigan-based Flagstar sponsored two
securitizations and avowed that it had originated or acquired all
of the loans and each complied with underwriting guidelines,
according to a complaint filed Jan. 11 in Manhattan federal court.

The suit concerned about $1.1 billion of securitization
transactions backed by second-lien mortgages insured by MBIA in
2006 and 2007, according to a statement issued by the company on
May 3, the Bloomberg report related.  Flagstar will pay $110
million in cash and other unspecified consideration, and MBIA will
use the cash to repay a portion of its secured loan from National
Public Finance Guarantee Corp., the company said.

MBIA Chief Executive Officer Jay Brown called the settlement
"consistent with our recovery expectations," Bloomberg related.

"We will continue to focus on resolving our remaining litigation
with other parties so that National Public Finance Guarantee
Corp., our U.S. muni-only insurer, can resume its role as a leader
in the U.S. public finance insurance market," he said in a
statement, Bloomberg cited.

The announcement is a "major milestone" in moving past the "legacy
challenges" of Flagstar, Michael Tierney, the bank's CEO, said in
a statement, Bloomberg further cited.  Flagstar in February was
ordered to pay Assured Guaranty Municipal Corp. $90.1 million the
bond insurer paid when home-equity loans underlying two Flagstar
mortgage-backed securities defaulted.

"We can now focus more time and attention on our national mortgage
business and our community banking operations in Michigan,"
Tierney said, according to Bloomberg.

The case is MBIA Insurance Corp. v. Flagstar ABS LLC, 13- 0262,
U.S. District Court, Southern District of New York (Manhattan).


* Housing Crash Fades as Defaults Decline to 2007 Levels
--------------------------------------------------------
John Gittelsohn, writing for Bloomberg News, reported that six
years after the start of the foreclosure crisis, American
homeowners are paying their mortgages like the housing crash never
happened.

According to the Bloomberg report, first-time delinquent home
loans fell to 0.84 percent of the 50.2 million mortgages in March,
the first month below 1 percent since 2007, before a wave of
defaults led to the financial crisis, according to a report today
by Lender Processing Services Inc. The rate of first-time
defaults, defined as loans that went from performing to at least
60 days delinquent, peaked at 2.89 percent in January 2009.

Bloomberg noted that the decline in new problem loans shows that
the recovering U.S. economy, falling unemployment and rising home
prices, combined with more than four years of banks' tightening
lending standards, are propelling the worst real estate crash
since the Great Depression into the rearview mirror.

"Mortgage quality is improving rapidly," Mark Zandi, chief
economist for Moody's Analytics Inc. told Bloomberg in a telephone
interview from his office in West Chester, Pennsylvania. "Once
we're able to work through this last bulge of foreclosed property,
which I think we'll be able to do over the next 18 to 24 months,
mortgage credit quality is going to look absolutely beautiful."

Mortgages at least 30 days delinquent or in some stage of
foreclosure fell to 5 million in March, down from a peak of 7.7
million in January 2010, according to Lender Processing Services,
a real estate information service based in Jacksonville, Florida,
Bloomberg cited.  That's still more than double the 2.2 million
non-current mortgages of January 2005, when the housing market was
rising toward its peak.


* JPMorgan Investors Urged to Split Chairman Role, Oust Directors
-----------------------------------------------------------------
Dawn Kopecki, writing for Bloomberg News, reported that JPMorgan
Chase & Co. (JPM) should name an independent chairman and oust
three directors, a shareholder advisory firm said, boosting
pressure on the bank to overhaul its corporate governance after a
$6.2 billion trading loss.

According to the Bloomberg report, stockholders should vote in
favor of a proposal to split the roles of chairman and chief
executive officer, both currently held by Jamie Dimon, at New
York-based JPMorgan's annual meeting May 21, Institutional
Shareholder Services said in a report. ISS, which advises
investors on proxy voting and corporate governance, cited
"failures of stewardship" in opposing the re-election of three
risk-committee directors.

Calls for Dimon, 57, to relinquish the chairmanship have mounted
since last May when JPMorgan, the biggest U.S. bank by assets,
disclosed risk-control lapses in its chief investment office on
bets that fueled the trading loss and sparked regulatory probes,
the Bloomberg report said.  The May 3 ISS report could undermine
the bank's efforts to persuade large investors to leave the
leadership structure unchanged.

ISS, which also endorsed a proposal for an independent chairman in
2012, added the call to replace directors this year, the report
recalled.  It cited "the governance failure in connection with the
CIO incident, the size and complexity of JPM's business, and the
continued challenges faced by the company."

The bank's board urged investors in March to vote against naming a
separate chairman, saying that Dimon's dual role remains the "most
effective leadership model," Bloomberg said.  He has since drawn
public backing from billionaire investor Warren Buffett, who has
said he personally holds stock in the bank, and Kenneth Langone,
the billionaire founder of Home Depot Inc.


* N.Y. Plans Homeowner Enforcement Against Financial Firms
----------------------------------------------------------
David McLaughlin, writing for Bloomberg News, reported that New
York Attorney General Eric Schneiderman said he will announce new
enforcement actions against major financial institutions as part
of his effort to "protect New York homeowners" after calling the
first such lawsuit last year a "template" for future litigation.

According to the Bloomberg report, in October, Schneiderman sued
JPMorgan Chase & Co., alleging that Bear Stearns, which JPMorgan
took over in 2008, deceived mortgage-bond investors about
defective loans backing securities they bought, leading to
"monumental losses."  He said the case would be a model for future
actions against banks that issued mortgage bonds during the real
estate boom. He sued Credit Suisse Group AG on similar grounds the
next month.

"We do expect this to be a matter of very significant liability,
and there are others to come that will also reflect the same
quantum of damages," Schneiderman said last year, Bloomberg
recalled. "We're looking at tens of billions of dollars, not just
by one institution, but by quite a few."

New York was one of 49 states that reached a $25 billion
settlement with five mortgage servicers, including Bank of America
Corp. (BAC), Wells Fargo & Co., and JPMorgan, to end a probe of
abusive foreclosure practices, Bloomberg said.  Schneiderman's
office had agreements with 12 financial institutions that
preserved claims that might be filed against them, a person
familiar with the matter said last year. The so-called tolling
agreements prevented the statute of limitations, which bars
litigation after a specific number of years have passed, from
expiring.


* New Problem Loan Rates Hit Six-Year Low, LPS March Report Shows
-----------------------------------------------------------------
The March Mortgage Monitor report released by Lender Processing
Services found that new problem loan rates (seriously delinquent
mortgages that were current six months ago) have fallen below 1
percent for the first time since 2007.  At 0.84 percent, the March
new problem loan rate is approaching pre-crisis levels, and
nearing the conditions of 2000-2004 when the rate averaged 0.55
percent.  However, as LPS Applied Analytics Senior Vice President
Herb Blecher explained, a borrower's equity position is still a
key indicator of his or her propensity to default.

"There has always been a clear correlation between higher levels
of negative equity and new problem loan rates," Mr. Blecher said.
"Looking at the March data, we see that borrowers with equity are
actually outperforming the national average -- at 0.6 percent,
this group is quite close to pre-crisis norms.  The further
underwater a borrower gets, the higher those problem rates rise.
Borrowers with loan-to-value (LTV) ratios of just 100-110 percent
are actually defaulting at more than twice the national average.
For those 50 percent or more underwater, we see new problem rates
of 4 percent.

"Still, the overall equity trend has been a very positive one,"
Blecher continued.  "LPS' latest data shows that the share of
loans with LTVs greater than 100 percent has fallen 41 percent
from a year ago. In total, there were approximately 9 million such
loans, or about 18 percent of active mortgages.  Some states,
including the so-called 'sand states' (Arizona, Florida, Nevada
and California), are still well above the national level, at an
average 28 percent, but they, too, have seen improvement over the
last year, with negative equity dropping over 40 percent across
those four states since January 2012."

The March data also showed that on the national level, foreclosure
starts were down 8.2 percent month over month, while foreclosure
sales rose 10.1 percent.  LPS looked more specifically at that
situation in California, where the recent passage of the Homeowner
Bill of Rights (HBoR) appears to have slowed down the foreclosure
sale process considerably.  In Q1 2013, foreclosure sales
nationally (excluding California) increased 13 percent from Q4
2012, whereas in California they fell 35 percent during that same
period.  However, the HBoR does not seem to have had a similar
effect on the state's foreclosure starts which, while down
significantly from 2012 levels, are in line with the rest of the
nation's decline in referral activity following the attorneys
general mortgage settlement and FHA modification initiatives.

As reported in LPS' First Look release, other key results from
LPS' latest Mortgage Monitor report include:

Total U.S. loan delinquency rate: 6.59%
Month-over-month change in delinquency rate: -3.13%
Total U.S. foreclosure presale inventory rate: 3.37%
Month-over-month change in foreclosure pre-sale inventory rate:
-0.41%
States with highest percentage of non-current* loans:
FL, NJ, MS, NV, NY
States with the lowest percentage of non-current* loans:
MT, AK, WY, SD, ND
*Non-current totals combine foreclosures and delinquencies as a
percent of active loans in that state.
Totals are extrapolated based on LPS Applied Analytics' loan-level
database of mortgage assets.

                   About the Mortgage Monitor

LPS manages the nation's leading repository of loan-level
residential mortgage data and performance information on nearly 40
million loans across the spectrum of credit products.  The
company's research experts carefully analyze this data to produce
a summary supplemented by dozens of charts and graphs that reflect
trend and point-in-time observations for LPS' monthly Mortgage
Monitor Report.  To review the full report, visit
http://www.lpsvcs.com/LPSCorporateInformation/CommunicationCenter/
DataReports/Pages/Mortgage-Monitor.aspx

                About Lender Processing Services

Lender Processing Services -- http://www.lpsvcs.com-- delivers
comprehensive technology solutions and services, as well as
powerful data and analytics, to the nation's top mortgage lenders,
servicers and investors.  As a proven and trusted partner with
deep client relationships, LPS offers the only end-to-end suite of
solutions that provides major U.S. banks and many federal
government agencies the technology and data needed to support
mortgage lending and servicing operations, meet unique regulatory
and compliance requirements, and mitigate risk.

These integrated solutions support origination, servicing,
portfolio retention and default servicing.  LPS' servicing
solutions include MSP, the industry's leading loan-servicing
platform, which is used to service approximately 50 percent of all
U.S. mortgages by dollar volume.  The company also provides
proprietary data and analytics for the mortgage, real estate and
capital markets industries.

LPS is headquartered in Jacksonville, Fla., and employs
approximately 8,000 professionals.  The company is ranked on the
Fortune 1000 as the 877th largest American company in 2012.


* Senate Bill 404 Aims to Eliminate Abusive "Double Dip" Claims
---------------------------------------------------------------
Lisa A. Rickard, president of the U.S. Chamber Institute for Legal
Reform, made the following statement on May 7 applauding Oklahoma
Governor Mary Fallin for signing into law Senate Bill 404, strong
bipartisan legislation which will prevent abusive "double dip"
claims against businesses and personal injury trust funds,
including asbestos victims' compensation funds:

"This law will go a long way toward eliminating fraud in
litigation, discouraging improper 'double dipping' by plaintiffs'
lawyers, and ensuring that companies and bankruptcy trusts both
pay their fair share to claimants.  It will also protect jobs by
ensuring that Oklahoma companies are not unfairly bankrupted by
fraudulent claims.

"We hope Oklahoma's leadership will embolden elected officials in
other states to pass similar laws to ensure that their states'
tort systems work together, where needed, with personal injury
trust funds to fairly compensate victims.

"We commend Governor Fallin for swiftly signing this bill into
law, and we also commend Senator Clark Jolley and Representative
Fred Jordan, the co-authors of SB 404, for their leadership on
this important issue."

ILR seeks to promote civil justice reform through legislative,
political, judicial, and educational activities at the national,
state, and local levels.

The U.S. Chamber of Commerce -- http://www.uschamber.com-- is the
world's largest business federation representing the interests of
more than 3 million businesses of all sizes, sectors, and regions,
as well as state and local chambers and industry associations.


* Cadwalader's Rapisarsdi, Davis & Friedman Transfer to O'Melveny
-----------------------------------------------------------------
O'Melveny & Myers LLP on May 7 disclosed that John J. Rapisardi
and George A. Davis, former co-chairs of Cadwalader's Global
Financial Restructuring Department, and former Cadwalader partner
Peter M. Friedman will be joining O'Melveny as partners in the
Firm's Restructuring Practice.

Widely recognized among the country's most respected restructuring
lawyers, Messrs. Rapisardi, Davis, and Friedman have played key
roles in some of the largest restructuring projects and most
significant bankruptcies ever filed.  Based in New York, Messrs.
Rapisardi and Davis will become Global Co-Practice Group Leaders
of O'Melveny's Restructuring Group, and Friedman will reside in
the Firm's DC office.  San Francisco-based O'Melveny partner
Suzzanne Uhland will serve as US Practice Group Leader of the
Restructuring Group.

"We are thrilled to welcome this preeminent team to the Firm,"
said Firm Chair Bradley J. Butwin.  "We have many clients in
common, and John, George, and Peter's arrival will increase our
ability to serve these clients in restructuring projects,
bankruptcies, distressed transactions, and related litigation.  By
combining their acclaimed practice with our West Coast, Asia, and
Europe capabilities, we will have one of the premier global
Restructuring Practices."

The group's arrival complements other key recent additions to
O'Melveny's New York transactions practice including Capital
Markets Co-Head Michael Schiavone and leading finance, M&A,
energy, infrastructure, and tax partners Richard Shutran, Junaid
H. Chida, Arthur V. Hazlitt, Mark Caterini, and Dev R. Sen.

Messrs. Rapisardi, Davis, and Friedman have built a thriving
practice representing debtors and creditors from an array of
industries including energy, sports, manufacturing,
transportation, and healthcare, among others.  Their clients have
included financial institutions, private equity funds, hedge
funds, troubled companies, and the US government.  In the past few
years alone, they handled a series of high-profile engagements,
including shepherding a multinational chemical company through
bankruptcy, playing a lead role in the restructurings of the
nation's largest energy companies, and representing the US
Treasury Department and the Presidential Task Force in the
Chrysler and General Motors bankruptcies.  Collectively, they have
received nearly every accolade in the bankruptcy area, including
high marks from Chambers, Legal 500, and International Financial
Law Review, and awards from publications including Corporate
Counsel, Turnarounds & Workouts, and The Financial Times, among
others.

Mr. Rapisardi, who was a member of Cadwalader's Management
Committee, has 30 years of domestic and international
restructuring experience across a variety of industries.  He
recently was inducted into the American College of Bankruptcy, an
honorary professional and educational association of tenured and
highly regarded bankruptcy professionals.  His work in the
automotive sector advising the US government in the restructuring
of General Motors and Chrysler and his work on the Chapter 11
proceedings of petrochemical giant LyondellBasell attracted
widespread media attention.  Mr. Rapisardi graduated with a B.S.
from Fordham University in 1979.  He earned a J.D. from Pace Law
School in 1982 and received an LL.M. from New York University
School of Law in 1985.

Mr. Davis has established a reputation as a leading restructuring
attorney, having been involved in high-profile restructurings for
more than 20 years, most recently in the energy sector with
restructurings that include Dynegy, Edison Mission Energy, and AES
Eastern Energy.  Davis's leadership of the Lyondell transaction
resulted in many prestigious "deal of the year" distinctions.  He
also has been an adjunct professor at Georgetown University Law
Center, teaching bankruptcy and creditors' rights.  Davis
graduated magna cum laude with a B.S. from State University of New
York -- Binghamton in 1986.  He earned a J.D. with distinction
from Hofstra University School of Law in 1990.

Mr. Friedman, a nationally recognized bankruptcy litigator,
represents major parties in high-stakes, complex financial
restructurings.  He also was an integral member of the US Treasury
Department and Presidential Auto Task Force and Lyondell teams,
handling the litigation-related proceedings in these matters.
Mr. Friedman, who is also an adjunct professor at Georgetown
University Law Center, served as a law clerk to the Honorable Joel
M. Flaum of the United States Court of Appeals for the Seventh
Circuit and worked in the White House Counsel's Office and the
White House Office of Legislative Affairs from 1994-1995.  He
received a B.A. with honors from Trinity College in 1994 and
earned a J.D., cum laude, from Northwestern University School of
Law in 1998.

"We are excited about joining such a collaborative group of
lawyers and contributing to the growth of O'Melveny's New York and
global transactions capabilities," said Rapisardi.  Added
Mr. Davis: "With an excellent team spanning both coasts, Asia, and
Europe, we will be able to provide seamless service to clients."

Earlier this year, O'Melveny reported the best financial year in
its history, with nearly a 20% increase in profits per equity
partner for 2012 (to US$2.06 million per partner) and almost a 10%
increase in revenue per lawyer (to over US$1.1 million per
lawyer).

                   About O'Melveny & Myers LLP

With approximately 800 lawyers in 16 offices worldwide, O'Melveny
& Myers LLP -- http://www.omm.com- helps industry leaders across
a broad array of sectors manage the complex challenges of
succeeding in the global economy.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***