TCR_Public/130509.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, May 9, 2013, Vol. 17, No. 127

                            Headlines

400 EAST: Receiver Agreed to Turn Over Property
ABDIANA A: Court Enters Final Decree Closing Ch.11 Case
ADVANCEPIERRE FOODS: Moody's Affirms 'B2' CFR; Outlook Negative
AMERICAN AIRLINES: Committee Replies to U.S. Trustee's Objection
APPLETON PAPERS: Reports $2.1 Million Net Income in First Quarter

ARCTIC GLACIER: Moody's Lowers CFR to B3 & Rates $300MM Loans B1
ARROYO PALOMA: Voluntary Chapter 11 Case Summary
ARZBERG-PORZELLAN GMBH: Chapter 15 Case Summary
ATLANTIC POWER: In Talks With Lenders to Obtain Waiver on Loans
ATLAS PIPELINE: Moody's Rates New $325MM Sr. Unsecured Notes 'B2'

ATLAS PIPELINE: S&P Rates Proposed $325MM Sr. Unsecured Notes 'B+'
ATRIUM WINDOWS: Moody's Withdraws 'Caa2' Corp. Family Rating
BADGER HOLDING: S&P Retains Prelim. 'B' Rating on $560MM Notes
BANYON 1030-32: Virgin Islands Law Firm Hit With Clawback Suit
BBTS BORROWER: S&P Assigns 'B-' CCR & Rates $675MM Loan 'B-'

BERGENFIELD SENIOR: Section 341(a) Meeting Scheduled for June 5
BERWIND REALTY: To Satisfy $3.6MM Balance on Loan by June 30
BIRDSALL SERVICES: Proposes June 4 Bankruptcy Auction
BOE INTERMEDIATE: Moody's Rates New $250MM PIK Toggle Notes Caa2
BOE INTERMEDIATE: S&P Assigns 'B' CCR; Outlook Negative

BRIER CREEK: Court Confirms First Amended Plan
CANYON HOLDINGS: Wants to Replace Marc Stern as Plan Trustee
CENTRAL EUROPEAN: Gets Final OK to Hire Ernst & Young as Auditors
CENTRAL EUROPEAN: Has Until June 20 to File Schedules, Statements
CITY NATIONAL: Fitch Affirms 'BB' Preferred Stock Rating

CHRYSLER LLC: No Free Car or Money for Disgruntled Customer
CLEAR CHANNEL: To Extend Maturity of $1.5BB Term Loans to 2018
CLEAR CHANNEL: Technical Amendments to 2012 Annual Report Filed
CLUB AT SHENANDOAH: Hearing on Cash Use Continued Until June 25
CLUB AT SHENANDOAH: Venturi & Co. Approved as Financial Advisors

COFFMAN'S COMPLETE: Kansas State Court Appoints Receiver
COMMUNITY MEMORIAL: Bank Has Green Light to Foreclose
CONSTRUCTORA DE HATO: Has Until July 8 to Plan of Reorganization
COSTA DORADA: Wants Exclusivity Period Extended to May 25
CRESTWOOD HOLDINGS: Moody's Eyes Upgrade on 'B2' & 'Caa1' Ratings

CYPRESS OF TAMPA: Court Confirms Liquidation Plan
DAMES POINT: Aug. 29 Hearing on Motion to Appoint Trustee
DEMCO INC: Sec. 341 Creditors' Meeting Adjourned Until July 17
DIGITAL DOMAIN: Has Until July 8 to Propose Chapter 11 Plan
DOT VN: Plans to Complete Viable Revenue Producing Platform

EAST COAST BROKERS: Creditors Seek Trustee or Case Dismissal
EAST COAST BROKERS: Taps Willcox & Savage as Real Estate Counsel
EASTMAN KODAK: PwC to Review Differences in US-Japan Accounting
ELBIT VISION: Shareholders Elect Four Directors
ENERGY SERVICES: Has Forbearance With United Bank Until 2014

ENERGYSOLUTIONS INC: S&P Retains 'B' CCR on Creditwatch Developing
ENRON CORP: Ex-CEO & DOJ Reach Deal on Early Prison Exit
FRIENDSHIP DAIRIES: AgStar Wants Cash Use Limited to Two Months
FIRST PHILADELPHIA: May 21 Hearing on Bank's Case Dismissal Bid
FIRST REPUBLIC: Fitch Affirms 'BB-' Preferred Stock Rating

FNB UNITED: Incurs $4.6 Million Net Loss in First Quarter
GABRIEL TECHNOLOGIES: Files Schedules of Assets and Liabilities
GASFRAC ENERGY: Obtains Waiver on Credit Facility Covenants
GENERAL GROWTH: Blackstone Group to Sell Minority Stake
GENERAL MOTORS: U.S. Treasury to Begin Selling Remaining Stake

GLOBAL TEL*LINK: Debt Increase Prompts Moody's to Cut CFR to B3
GMX RESOURCES: Wins Final Approval of $50MM Bankruptcy Loan
GORD'S SKI: In Receivership, Closes Business
GORDON PROPERTIES: Approved to Obtain $500,000 Loan From Owners
GRANITE DELLS: Affiliate Gets Chapter 11 Trustee

GYMBOREE CORP: Moody's Confirms 'B3' CFR, Negative Outlook
HAWAIIAN HOLDINGS: Fitch Assigns 'B' Issuer Default Ratings
HAYES LEMMERZ: Didn't Breach Union Settlement, Bankr. Court Says
HEALTHWAREHOUSE.COM INC: Director Quits Due to Disagreements
HW HEARTLAND: CBRE Inc. Approved as Real Estate Broker

INTERFAITH MEDICAL: Proposes Key Employee Retention Plan
INTERFAITH MEDICAL: May 13 Hearing on Bid to Continue Using Cash
J AND Y INVESTMENT: To Present Plan for Confirmation on July 12
JOHN FORSYTH: Canadian Proceeding Recognized in U.S. Bankr. Court
K-V PHARMACEUTICAL: Investor Group Agrees to Fund Ch.11 Exit

KC HOUSING AUTHORITY: Kansas Judge Ends Receivership
LAGUNA BRISAS: Hearing on Ch.11 Trustee Continued to June 21
LAGUNA BRISAS: Hearing on Plan Outline Continued to June 21
LAGUNA BRISAS: Wants Access to Cash to Pay Special Counsel Fees
LAKELAND DEVELOPMENT: Withdraws Motion to Use Cash Collateral

LANCASTER REDEVELOPMENT: S&P Revises Outlook on Bonds to Stable
LAST MILE: Emmet Marvin Replaces Lowenstein Sandler as Counsel
LATTICE INC: Sells Government Contracts to Blackwatch
LEDGEMONT CAPITAL: Seeks Chapter 7 Bankruptcy
LEHMAN BROTHERS: TBA Trade Claims Settlement Okayed

LEHMAN BROTHERS: Giants Stadium Wants Access to Documents
LEHMAN BROTHERS: Inks Agreement With Plymouth Park Tax Services
LEHMAN BROTHERS: Accord on Bank of Leumi's $40MM Claim Okayed
LEHMAN BROTHERS: Trustee Signs Deal to Settle GEPT Claim
LHC LLC: Has Interim Access to Wells Fargo's Cash Collateral

LHC LLC: Gould & Pakter Approved as Forensic Accountants
LHC LLC: Court Approves Crane Heyman as Bankruptcy Counsel
LHC LLC: Files Schedules of Assets and Liabilities
LIGHTSQUARED INC: Has Interim FCC Approval to Share Spectrum
LOUISIANA-PACIFIC CORP: Moody's Raises SGL Rating to SGL-1

LPL HOLDINGS: Moody's Rates Proposed $237-Mil. Term Loan 'Ba2'
LSI RETAIL: Allen & Vellone Approved as Special Counsel
LSI RETAIL: Court Sets May 20 as Claims Bar Date
LSI RETAIL: State Farm Consents to Use of Cash Collateral
MAGNETATION LLC: S&P Assigns 'B-' CCR & Rates $325MM Notes 'B-'

MAMMOTH RESOURCE: Trustee May Avoid Assignment of Oil, Gas Stakes
MANIHAN LLC: Voluntary Chapter 11 Case Summary
MEMPHIS C STORE: Case Summary & 4 Largest Unsecured Creditors
MF GLOBAL: Chapter 11 Trustee Files Cash Collateral Budgets
NANTICOKE MEMORIAL: S&P Raises Rating on Revenue Bonds to 'BB+'

NIELSEN HOLDINGS: Moody's Keeps Ba3 CFR & Alters Outlook to Pos.
NEWQUEST HEALTH: S&P Corrects Rating by Withdrawing 'B' Rating
NIELSEN HOLDINGS: Fitch Affirms 'BB' Issuer Default Ratings
NORTEL NETWORKS: Judge Finds Appeal 'Frivolous' in $7.5B Cash Row
NORTEL NETWORKS: Employee's Claim Against Ericsson Barred

OPTA MINERALS: Wins Waiver on Certain Financial Covenant Ratios
PASQUALE RENZI: Has Slim Odds in $11MM Feud, Judge Says
PINNACLE AIRLINES: Flight 3407 Plaintiffs Drops Bid to Sue
PLY GEM HOLDINGS: Incurs $28.1 Million Net Loss in 1st Quarter
PRECISION FUNDING: Voluntary Chapter 11 Case Summary

PREP ACADEMIES: Case Summary & 17 Largest Unsecured Creditors
PRWIRELESS INC: S&P Withdraws 'CCC' Corporate Credit Rating
PUERTO DEL REY: Files Joint Plan; FirstBank to Be Paid in Full
RBS GLOBAL: Refinancing Cues Moody's to Affirm 'B2' CFR
REGIONALCARE HOSPITAL: S&P Retains 'B' Rating on Loan After Add-On

REGIONS BANK: Moody's Withdraws '(P)Ba1' Subordinate Debt Rating
RESIDENTIAL CAPITAL: Wins Plan Extension to Keep Ch. 11 Control
RESIDENTIAL CAPITAL: Creditors Fight CFO Testimony in RMBS Trial
RIVERPARK IV: Case Summary & 5 Largest Unsecured Creditors
RODEO CREEK: Has Green Light to Sell Nevada Mine to Waterton

RODGERS INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
SANTEON GROUP: Director Quits for Personal Reasons
SAUCIER BUSINESS: Case Summary & 15 Largest Unsecured Creditors
SEMINOLE HARD: S&P Lowers Rating on $290MM Term Loan to BB+
SEVEN GENERATIONS: Moody's Ups Notes Rating to B3 & Keeps B3 CFR

SHILO INN: Section 341(a) Creditors' Meeting Set for June 7
SKINNY NUTRITIONAL: "Skinny Water" Files Chapter 11 Bankruptcy
SPENCER SPIRIT: Moody's Raises Rating on $175MM Sr. Notes to B1
TELKONET INC: Extends Maturity of Dynamic Ratings Note to 2016
TORTILLERIA EL MAIZAL: Updated Case Summary & Lists of Creditors

TOWING AND RECOVERY: Appeals Court Flips Ruling in Charles Suit
TRANSVANTAGE SOLUTIONS: Case Summary & 20 Top Unsecured Creditors
TWO BROTHERS: Court Denies Enterprise Bank's Admin. Claims
US AIRWAYS: Fitch Rates New $1.6BB Secured Term Loans 'BB+/RR1'
US AIRWAYS: Moody's Assigns 'B2' Rating to $1.6-Bil. Term Loan

US AIRWAYS: S&P Assigns 'B+' Rating to $1.6 Billion Term Loan
VANTIV LLC: Moody's Rates New $2.1BB Debt Ba2 & Affirms Ba2 CFR
VANTIV LLC: S&P Retains 'BB+' Corporate Credit Rating
WENTWORTH BROTHERS: Case Summary & 9 Largest Unsecured Creditors
WESTBURY INC: Case Summary & 13 Largest Unsecured Creditors

WILLIAMS GULF: Case Summary & 8 Largest Unsecured Creditors
WNA HOLDINGS: Moody's Assigns 'B2' CFR; Outlook Stable
YARWAY CORP: Sues to Shield Parent Tyco From Asbestos Claims
YOUR PLUMBER: Case Summary & 20 Largest Unsecured Creditors

* Fitch: US Credit Card Delinquency Metrics Support Strong Credit
* Moody's Says US Municipal Bond Defaults Remain Low
* Moody's Says US TV Broadcast Sector Continues to Consolidate

* Chartis Partly Escapes Suit Over Losses on $103M Hotel Loan
* MBIA, Bank of America Unveil Comprehensive Settlement
* Radian Releases Delinquency Data for April
* Schneiderman Says BofA, Wells Fargo Violated Settlement

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


400 EAST: Receiver Agreed to Turn Over Property
-----------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has signed off on a stipulation and agreed order granting Carol
Lilienfeld, as receiver of the property of 400 East 51st Street
LLC, relief from the automatic stay to ask a state court
overseeing a foreclosure action on the property to:

   i) approve the receiver's final accounting;

  ii) fix the amount of fees and disbursements to be paid to
      the receiver for her commission;

iii) discharge the receiver's bond; and

  iv) discharge the receiver from her duties in the foreclosure
      action.

Upon payment of the receiver's commission, the receiver will not
have any claim against the receivership funds, the lender or the
Debtor on account of any receiver fees approved by the State Court
in connection with the foreclosure action.

The stipulation signed off in March and was entered among the
Debtor, 51st Street Lender LLC, the prepetition secured lender,
and the receiver of the property known as the "Commercial Unit"
and "Unit 21C" at the Grand Beekman Condominium, located at 400
East 51st Street, New York City.

                    About 400 East 51st Street

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

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

The Court has approved the disclosure statement explaining the
proposed plan of reorganization in which 51st Street Lender LLC's
secured claim (Class 2) is impaired and the lender is entitled to
vote on the Plan.  The 51st Street will recover only 95% of its
claim.  The Debtor will transfer to the lender title to the
commercial unit at the Grand Beekman Condominium, located at 400
East 51st Street, in New York.

A June 5, 2013 hearing has been set for the confirmation of the
Plan.


ABDIANA A: Court Enters Final Decree Closing Ch.11 Case
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
entered a final decree in March closing the Chapter 11 case of
Abdiana A, LLC.

According to the Debtor, its estate has been fully administered
and the deposit required by the plan has been distributed.
Earlier this year, the Debtor won confirmation of its
reorganization plan.  The plan provides that all allowed claims
will be paid in full, although payments would be made in
installments after the effective date.

                        About Abdiana A LLC

Abdiana A, LLC, filed for Chapter 11 bankruptcy (Bankr. W.D. Mo.
Case No. 12-44005) on Sept. 25, 2012, estimating at least
$10 million in assets and debts.

Abdiana A owns and operates various real properties in Kansas
City, Missouri:

     * 318 E. 10th St., Kansas City, Missouri 64108;
     * 620 E. 18th St., Kansas City, Missouri 64108;
     * 1726 Holmes, Kansas City, Missouri 64108;
     * 1917 McGee St., Kansas City, Missouri 64108;
     * 2001 Grand Ave., Kansas City, Missouri 64108;
     * 2547 Cherry St., Kansas City, Missouri 64108; and
     * 7100 - 7140 Wornall Rd., Kansas City, Missouri 64114

All of the parcels are subject to deeds of trust in favor of
Arvest Bank.

The Debtor sought bankruptcy protection to halt foreclosure
efforts by Arvest.  The Debtor had encountered financial problems
after a tenant in the property 1726 Holmes, which had been paying
rent of roughly $55,000 per month as a tenant of the Debtor's
predecessor, breached the lease and ceased paying rent.

Bankruptcy Judge Arthur B. Federman oversees the case.

Arvest Bank is represented by Bryan Cave LLP.


ADVANCEPIERRE FOODS: Moody's Affirms 'B2' CFR; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating of
AdvancePierre Foods, Inc. at B2, as well as its Probability of
Default Rating at B2-PD. At the same time, the rating outlook was
changed to negative from stable. The change in the outlook to
negative reflects Moody's view that leverage is very high for the
rating category but is expected to materially improve during the
next twelve months.

AdvancePierre's leverage was elevated following the company's
October 2012 refinancing, which included the payment of a $185
million dividend to its sponsor. Leverage subsequently increased
in 4Q12 as a result of lower than anticipated volumes, unfavorable
net pricing dynamics, and productivity savings that fell short of
expectations.

AdvancePierre's leverage, as measured by Moody's adjusted debt-to-
EBITDA, was approximately 7.5 times at FYE12. However, Moody's
expects EBITDA to strengthen during the next twelve to eighteen
months, which will drive solid cash flow generation that Moody's
anticipates will be used for de-leveraging and investment back
into the business.

The following ratings have been affirmed at AdvancePierre Foods,
Inc. (with point estimate changes):

Corporate Family Rating at B2;

Probability of Default Rating at B2-PD;

$925 million first lien term loan maturing July 2017 to B1
(LGD3, 43%) from B1 (LGD3, 44%); and

$375 million second lien term loan maturing October 2017 to Caa1
(LGD5, 89%) from Caa1 (LGD6, 90%).

The rating outlook is negative

Ratings Rationale:

APF's B2 Corporate Family Rating is reflective of the company's
high leverage and aggressive financial policies, largely driven by
its posture toward shareholder-friendly activities and the
potential for large acquisitions. The company's leverage, as
measured by Moody's adjusted debt-to-EBITDA, was over 7.5 times at
FYE12, which Moody's views as high given its exposure to
potentially volatile raw material costs and seasonal working
capital needs. The rating anticipates improved cash flow
generation, primarily from post-integration and restructuring
benefits, that is expected to be used for debt repayment and
ongoing business investment. The rating also acknowledges APF's
benefits from increased size and scale, good diversity of product
offerings and sales channels, modest customer diversification, and
its ability to pass-through increased raw material costs through
price lists or contractual agreements based on an index pricing
model with customers. Also, the rating considers the company's
good liquidity profile supported by expectations of positive free
cash flow and availability on its $150 million ABL facility.

The negative outlook reflects Moody's expectation that in the
near-term, the company will take advantage of the unwinding of
seasonal working capital needs and materially reduce ABL
borrowings. In addition, Moody's expects the company to de-
leverage via EBITDA growth, largely driven by operating
efficiencies and pricing actions that more than offset the impact
from potential commodity price increases and/or volume declines.
As a result, Moody's expects leverage to approach the 6.0 -- 6.5
times range by FYE13 and expects further de-leveraging thereafter.

The ratings could be upgraded if APF is successful in reducing
debt while and generating positive free cash flow and maintaining
full revolver availability. Moody's would expect debt-to-EBITDA to
be sustainable around 4.5 times prior to any ratings upgrade.
Alternatively, leverage maintained above 6.0 times for an extended
period would not be viewed as consistent with the current rating
level. A ratings downgrade could occur if leverage is not reduced
below 6.0 times or if revolver availability were to be
meaningfully reduced over the next twelve months.

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

AdvancePierre Foods, Inc., headquartered in Cincinnati, OH, is a
producer and marketer of value-added protein and hand-held
convenience items serving the foodservice, retail and convenience
and vending store channels. Key products include packaged
sandwiches, fully-cooked burgers, Philly steaks, stuffed chicken
breasts and country fried chicken. Oaktree Capital Management LP
has owned the company since Pierre Foods, Inc. emerged from
bankruptcy in 2008. Net sales for the twelve months ending
December 29, 2012 were approximately $1.5 billion.


AMERICAN AIRLINES: Committee Replies to U.S. Trustee's Objection
----------------------------------------------------------------
BankruptcyData reported that AMR's official committee of unsecured
creditors filed with the U.S. Bankruptcy Court a reply to the
objection of the U.S. Trustee to the committee's previous motions
to approve amendments to the employment agreements of Moelis &
Company and Rothschild.

The committee states, "These circumstances -- the extraordinary
results for the Debtors' economic stakeholders, together with the
opportunity to obtain the SGR Financing -- support the decisions
of the Debtors and the Committee not only to pursue the SGR
Financing, but also to enter into the amendments contemplated by
the Applications. It is entirely appropriate for the Debtors and
the Committee to determine that the compensation contemplated in
the Applications is reasonable and warranted in light of the
nature of the services provided. This is particularly so when, as
here, the investment banks were called upon to undertake
additional work to take  advantage of market opportunities
favorable to the Debtors, and which were not contemplated in their
original retention applications," the BData report said, citing
court documents.

The Debtors also filed a statement saying, "Under these
circumstances, all of the objections raised by the US Trustee
premised on the purported applicability of the 'improvident
standard' in section 328 are completely irrelevant and need not be
considered," the report added.

The Court scheduled a May 9, 2013 hearing on the matter.

                      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).


APPLETON PAPERS: Reports $2.1 Million Net Income in First Quarter
-----------------------------------------------------------------
Appleton Papers Inc. reported net income of $2.14 million on
$210.83 million of net sales for the three months ended March 31,
2013, as compared with a net loss of $64.88 million on $219.63
million of net sales for the three months ended April 1, 2012.

The Company's balance sheet at March 31, 2013, showed $556.98
million in total assets, $906.85 million in total liabilities and
a $349.86 million total deficit.

"Continued strong growth from our thermal papers segment and
improved product mix and pricing were the key contributors to
earnings improvements," said Mark Richards, Appleton's chairman,
president and chief executive officer.  "Thermal paper sales grew
nearly 14% and volume increased almost 15% compared to first
quarter 2012.  Improvements to price and product mix across the
Company's entire product line contributed approximately $6 million
to the quarter's adjusted EBITDA."

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

                         http://is.gd/2Z2Msr

                         About Appleton Papers

Appleton, Wisconsin-based Appleton Papers Inc. --
http://www.appletonideas.com/-- produces carbonless, thermal,
security and performance packaging products.  Appleton has
manufacturing operations in Wisconsin, Ohio, Pennsylvania, and
Massachusetts, employs approximately 2,200 people and is 100%
employee-owned.  Appleton Papers is a 100%-owned subsidiary of
Paperweight Development Corp.

                           *     *     *

Appleton Papers carries a 'B' corporate credit rating, with stable
outlook, from Standard & Poor's.  IT has a 'B2/LD' probability of
default rating from Moody's.


ARCTIC GLACIER: Moody's Lowers CFR to B3 & Rates $300MM Loans B1
----------------------------------------------------------------
Moody's Investors Service downgraded Arctic Glacier U.S.A., Inc.'s
corporate family rating to B3 from B2 and the probability of
default rating to B3-PD from B2-PD.

As part of this action, Moody's assigned B1 ratings to the
company's proposed first lien senior secured bank facilities,
consisting of a $40 million revolving credit facility due 2018 and
a $260 million term loan due 2019. The ratings outlook is stable.

Arctic Glacier will primarily use proceeds from the proposed first
lien bank debt and a $150 million second lien term loan (unrated)
to refinance the existing term loan and mezzanine debt, and to
fund a special dividend and acquisitions. The financing is
expected to close in May 2013. The ratings are subject to review
of final documentation.

The downgrade of the CFR to B3 from B2 reflects that the proposed
transaction meaningfully increases leverage. Based on reported
EBITDA, Moody's estimates that leverage increases about two-turns,
to 8.0 times from 6.1 times for 2012 (without giving effect to the
expected contribution from acquisitions and cost savings from
actions already implemented).

The downgrade also reflects aggressive financial policy given the
magnitude of the proposed dividend, which represents half of the
equity that was invested in the business as part of the LBO in
2012. The proposed transaction decreases financial flexibility and
the ability to withstand the impact of unfavorable weather
conditions on product volumes. Prior to the LBO, the predecessor
company Arctic Glacier Income Fund filed for bankruptcy in both
Canada and the U.S. In addition, the company is ramping up
acquisitions, spending $30 million over the short-term with
additional activity likely over the course of the year (exceeding
the $10 million annually that Moody's anticipated).

Moody's expects that debt to EBITDA will decrease below 7.0 times
over the next 12 to 18 months due to the realization of cost
savings and contribution from acquisitions.

Notwithstanding these concerns, the financing improves the
company's liquidity profile by expanding the revolving credit
facility commitment to $40 million from $25 million (undrawn at
closing), and by adding a springing financial maintenance
covenant.

Ratings downgraded:

  Corporate family rating to B3 from B2

  Probability of default rating to B3-PD from B2-PD

Ratings assigned:

  Proposed $40 million first lien senior secured revolving credit
  facility due 2018 at B1 (LGD3, 31%)

  Proposed $260 million first lien senior secured term loan due
  2019 at B1 (LGD3, 31%)

Ratings to be withdrawn at transaction closing:

  $25 million senior secured revolver due 2017 at B1 (LGD3, 34%)

  $189 million senior secured term loan due 2018 at B1 (LGD3,
  34%)

Ratings Rationale:

Arctic Glacier's B3 CFR also reflects modest pro forma coverage
given Moody's expectation that EBITDA less capex to interest will
range from 1.3 to 1.4 times over the next 12 to 18 months, modest
scale, exposure to weather and regional economic conditions, and
increasing acquisition activity as it seeks to expand its presence
in certain regions. The rating derives support from the company's
business position as the second largest manufacturer and
distributor of ice in the U.S. and first in the smaller Canadian
market, one of the few players of scale in a highly fragmented
industry, the relative diversity of the customer base, and the
potential benefits associated with its cost reduction initiatives.
The rating also derives support from Moody's view that the pro
forma liquidity profile is good.

The stable outlook reflects Moody's expectation that Arctic
Glacier will sustain volumes and execute on its cost reduction
initiatives such that profitability levels improve.

The ratings could be downgraded if soft consumer spending,
unfavorable weather conditions, or an increase in competitive
activity leads to a contraction in pricing or product volumes,
and/or cost savings fail to materialize such that debt to EBITDA
remains above 7.0 times and/or EBITDA less capex to interest falls
to 1.0 times. Only breakeven to negative annual free cash flow
and/or a material weakening of the company's liquidity profile
could also result in ratings pressure.

Moody's could upgrade Arctic Glacier's ratings to the extent it
demonstrates sustained revenue and earnings growth and reduces
debt through internal cash flow such that debt to EBITDA is
sustained below 5.0 times and interest coverage (measured by
EBITDA less capex to interest) exceeds 2.0 times.

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

Arctic Glacier is a manufacturer, marketer, and distributor of
packaged ice products in the U.S. and Canada. The company is
privately owned by affiliates of H.I.G. Capital.


ARROYO PALOMA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Arroyo Paloma, Inc.
          dba Villa Royal Apartments
        14107 Swiss Hill Dr
        Houston, TX 77077

Bankruptcy Case No.: 13-32578

Chapter 11 Petition Date: May 2, 2013

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. Karen K. Brown

Debtor's Counsel: Reese W. Baker, Esq.
                  BAKER & ASSOCIATES
                  5151 Katy Freeway, Ste. 200
                  Houston, TX 77007
                  Tel: (713) 869-9200
                  Fax: (713) 869-9100
                  E-mail: courtdocs@bakerassociates.net

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

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

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

The petition was signed by Robert M. Wilford, president.


ARZBERG-PORZELLAN GMBH: Chapter 15 Case Summary
-----------------------------------------------
Chapter 15 Petitioner: Volker Bohm

Chapter 15 Debtor: Arzberg-Porzellan GmbH
                   Fabrikweg 41
                   95706
                   Schirnding
                   Germany

Chapter 15 Case No.: 13-44255

Type of Business: The debtor is a company based in Germany that
                  manufactures household products.

Chapter 15 Petition Date: May 6, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Hon. Barry S. Schermer

Debtor's Counsel: Sherry K. Dreisewerd, Esq.
                  POLSINELLI SHUGHART, P.C.
                  100 South Fourth Street, Suite 1000
                  St. Louis, MO 63102
                  Tel: (314) 889-8000
                  Fax: (314) 231-1776
                  E-mail: sdreisewerd@polsinelli.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.


ATLANTIC POWER: In Talks With Lenders to Obtain Waiver on Loans
---------------------------------------------------------------
Atlantic Power Corporation on May 8 disclosed that the Company has
initiated discussions with the lenders under its revolving credit
facility to obtain a waiver of, or an amendment to, the revolving
credit facility with respect to, among other things, compliance
with certain ratios.

The Company still expects to have approximately $140 million to
$150 million of net cash available to invest in growth projects by
mid-2013 after retaining at least $50 million of unrestricted cash
and while preserving $210 to $225 million of access under its
revolving credit facility.

The disclosure was made in Atlantic Power's earnings release for
the three months ended March 31, 2013, a copy of which is
available for free at http://is.gd/cbzoRz

Atlantic Power Corporation (NYSE: AT) (TSX: ATP) is a publicly
traded, power generation and infrastructure company with a well-
diversified portfolio of assets in the United States and Canada.
Atlantic Power is incorporated in British Columbia, headquartered
in Boston and has offices in Chicago, Toronto, Vancouver and San
Diego.


ATLAS PIPELINE: Moody's Rates New $325MM Sr. Unsecured Notes 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Atlas Pipeline
Partners, L.P.'s proposed $325 million senior unsecured notes due
2021. Atlas' other ratings and stable outlook were unchanged.

Net proceeds from this offering will be used to finance a portion
of the $1 billion purchase price of TEAK Midstream, LLC that was
announced on April 16, 2013, and for general corporate purposes.

Issuer: Atlas Pipeline Partners, L.P.

Assignments:

$325Million Senior Unsecured Regular Bond/Debenture, Assigned B2

$325Million Senior Unsecured Regular Bond/Debenture, Assigned a
range of LGD4, 64%

Ratings Rationale:

The proposed notes are unsecured and rank pari-passu with Atlas'
existing 6.625% and 5.875% notes. Unsecured noteholders have a
subordinated claim to Atlas' assets behind the $600 million
secured revolving credit facility. Given the substantial amount of
priority-claim secured debt in the capital structure, the notes
are rated B2, one notch below the B1 Corporate Family Rating
under Moody's Loss Given Default Methodology.

The B1 CFR reflects Atlas' growing but still relatively limited
scale and concentrated operations in the Mid-continent region, the
inherent price and volume risks of its core gathering and
processing business and the risk of its master limited partnership
organizational structure. The rating also considers the execution
and funding risks involving the ongoing capacity expansion
projects and the two recent acquisitions (TEAK and Cardinal
Midstream, LLC). The CFR is supported by the partnership's growing
EBITDA, increasing fee-based cash flows, long-term contracting
arrangements, and the routine practice of hedging its commodity
price exposure associated with the percentage of proceeds and
keep-whole contracts.

The stable outlook reflects Moody's view that the demand for
gathering and processing services will remain healthy in the Mid-
continent and Texas regions and management will prudently fund
growth.

Greater scale and diversification, a higher proportion of fee-
based revenues and lower leverage would be supportive of an
upgrade. More specifically, Moody's would look for sustainable
EBITDA in excess of $300 million and a debt to EBITDA ratio
approaching 3.75x before considering an upgrade.

The rating could be downgraded if leverage remains above 4.5x or
distribution coverage (FFO - Maintenance Capex / Distributions)
stays below 1x over a protracted period. A negative rating action
could also result if growth is funded primarily with debt.

The principal methodology used in this rating was the Global
Midstream Energy 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.

Atlas Pipeline Partners, L.P. is a publicly traded master limited
partnership (MLP) engaged primarily in the gathering, processing,
and transportation segments of the midstream natural gas industry.


ATLAS PIPELINE: S&P Rates Proposed $325MM Sr. Unsecured Notes 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue-level rating to Atlas Pipeline Partners L.P.'s and Atlas
Pipeline Finance Corp.'s proposed $325 million senior unsecured
notes due 2021.  S&P also assigned its '3' recovery rating to
the debt, indicating meaningful (50% to 70%) recovery of
principal.

The partnership intends to use net proceeds to repay outstanding
amounts under its senior secured revolving credit facility.
Philadelphia-based Atlas is a midstream energy partnership that
specializes in gathering and processing natural gas and
transporting natural gas liquids.  S&P's corporate credit rating
on Atlas is 'B+', and the outlook is stable.  As of Dec. 31, 2012,
Atlas had about $1.2 billion in debt.

RATINGS LIST

Atlas Pipeline Partners L.P.
  Corp credit rating                    B+/Stable/--

New Ratings

Atlas Pipeline Partners L.P.
Atlas Pipeline Finance Corp.
  $325 mil senior unsecured notes       B+
  Recovery rating                       3


ATRIUM WINDOWS: Moody's Withdraws 'Caa2' Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service has withdrawn the Caa2 Corporate Family
Rating and the Caa2-PD Probability of Default Rating for Atrium
Windows and Doors, Inc.'s. The rating outlook has been withdrawn
as well.

Moody's has withdrawn the rating for its own business reasons.

Atrium Windows and Doors, Inc., headquartered in Dallas, TX, is a
North American manufacturer of residential vinyl and aluminum
windows in North America. Golden Gate Capital and Kenner &
Company, Inc., through their respective affiliates, are the
primary owners of Atrium. Revenues for the 12 months through
September 30, 2012 totaled approximately $476 million.


BADGER HOLDING: S&P Retains Prelim. 'B' Rating on $560MM Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' preliminary
issue rating and preliminary '5' recovery rating on Waukesha,
Wis.-based scaffolding/work access services provider Badger
Holding LLC's proposed senior secured second-lien notes remain
unchanged after the company announced an upsize to $560 million
from $540 million.  The preliminary recovery rating of '5'
indicates S&P's expectation for modest (10%-30%) recovery in the
event of payment default.  The preliminary 'B+' corporate credit
rating and negative outlook also remain unchanged.

The amount drawn on the proposed $275 million asset-based loan
facility (not rated) remains unchanged at $75 million.  S&P'
expects the company will use additional debt from the increased
offering on the notes to increase the dividend to equity holders,
including private equity sponsor Odyssey Investment Partners.  S&P
expects the company to have modest free operating cash flow
generation prospects and credit metrics consistent with a
"aggressive" financial risk profile, such as total debt to EBITDA
improving to below 5.0x over the next two years.

However, pro forma for the modest upsize to the transaction, there
is reduced cushion in credit metrics if end markets were to slow
over the next 12 months.  S&P's negative outlook reflects at least
a one-in-three chance of a downgrade given the potential for
aggressive financial policies, which could heighten the risk of
increasing leverage of the sponsor-owned company above 5.0x over
the next 12 months (though this is not S&P's current base case).
S&P could lower the rating if it believes fully adjusted debt to
EBITDA were likely to exceed 5x on a sustained basis.

RATINGS LIST

Badger Holding LLC
Corporate Credit Rating                B+(prelim)/Negative/--

Ratings Unchanged

Safway Group Holding LLC
Safway Finance Corp.
Senior Secured
  $560 mil second-lien notes*           B(prelim)
   Recovery Rating                      5(prelim)

*Includes upsize.


BANYON 1030-32: Virgin Islands Law Firm Hit With Clawback Suit
--------------------------------------------------------------
Carolina Bolado of BankruptcyLaw360 reported that the trustee for
a bankrupt feeder fund in Scott Rothstein's $1.2 billion Ponzi
scheme sued U.S. Virgin Islands law firm Marjorie Rawls Roberts PC
on Tuesday, seeking to recover funds transferred to the firm.

According to report, Robert Furr, the Chapter 7 trustee for Banyon
1030-32 LLC, filed the clawback suit in Florida bankruptcy court,
requesting that Marjorie Rawls Roberts repay the $36,987
transferred to the firm in the four years before Banyon's
bankruptcy petition.


BBTS BORROWER: S&P Assigns 'B-' CCR & Rates $675MM Loan 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to BBTS Borrower LP (BBTS).  At the same
time, S&P assigned a 'B-' issue-level rating and a '4' recovery
rating to BBTS' $675 million senior secured term loan B due 2019.
The '4' recovery rating indicates that lenders can expect average
(30% to 50%) recovery if a payment default occurs.  The outlook is
stable.

"The ratings on BBTS reflect a 'highly leveraged' financial risk
profile and a 'vulnerable' business risk profile," said Standard &
Poor's credit analyst Nora Pickens.

Credit weaknesses include BBTS' very small scale, limited track
record, execution risk related to the build-out of its midstream
operations, high financial leverage, and the industry's inherent
commodity price volatility and depletion risk.  These risks are
only partially offset by fee-based cash flows in the midstream
business unit, the company's significant commodity price hedges,
and S&P's expectations for material cash flow ramp up leading to
deleveraging over the next 12 to 24 months, assuming the company
successfully executes its business plan.

The stable outlook reflects S&P's view that BBTS will maintain
adequate liquidity, successfully execute its 2013 growth strategy,
and reduce leverage over the next 12 to 24 months.  S&P expects
key credit measures will remain weak in the near term.  S&P could
lower the rating if capital cost overruns, operational challenges,
or weak commodity prices cause liquidity to be weak, such that the
company becomes vulnerable to a near-term default.  A higher
rating is possible if BBTS executes its growth plans, while
maintaining adequate liquidity and achieving financial leverage in
the 4.5x to 5x range.

BBTS is a privately held company (private equity firms EIG Global
Energy Partners owns 51.4% and HM Capital Partners owns 48.6%)
engaged in the upstream and midstream oil and gas sectors.  All of
the company's operations are located in the liquids rich, yet
intensely competitive Eagle Ford Shale.


BERGENFIELD SENIOR: Section 341(a) Meeting Scheduled for June 5
---------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Bergenfield
Senior Housing, LLC, will be held on June 5, 2013, at 12:00 p.m.
at Suite 1401, One Newark Center.  Creditors have until Sept. 3,
2013, to submit their proofs of claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

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

Bergenfield Senior Housing, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 13-19703) in Newark, New Jersey,
on May 2, 2013.  Nicholas Rotonda signed the petition as
member/manager.  Judge Morris Stern presides over the case.  The
Debtor is represented by Aaron Solomon Applebaum, Esq., at
McElroy, Deutsch, Mulvaney & Carpenter, LLP.

The Bergenfield, New Jersey-based debtor is a single asset real
estate under 11 U.S.C. Sec. 101(51B) and said total assets and
debts exceed $10 million.


BERWIND REALTY: To Satisfy $3.6MM Balance on Loan by June 30
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico has
approved the Joint Urgent Motion of Berwind Realty LLC and Banco
Popular de Puerto Rico dated April 23, 2013, for the entry of an
Amended Order confirming the Debtor's Chapter 11 Plan filed
Oct. 23, 2012, in order that the secured exit financing in the
amount of $19,500,000 to be provided to Vemass Realty, LLC, can
close.

The Credit Facility will be used by Vemass, among other things, to
satisfy a portion of the obligations due under Loan A to BPPR, to
satisfy the Debtor's obligations due to Oriental Bank under the
Plan, and to satisfy other unsecured and priority claims under the
Plan.

However, according to the Urgent Motion, the credit facility
through which the exit financing will be provided has been
approved only through April 30, 2013.  Accordingly, BPPR and the
Debtor ask the Court to amend the Confirmation Order such that:

     "The Debtor shall satisfy on or before June 30, 2013 the
     balance due under Loan A (in the amount of $3,665,000),
     which balance remains secured with, among other
     collateral, that certain real estate located at Caparra
     Gallery.  In the event the Debtor does not satisfy such
     amount on or before June 30, 2013, the Debtor agrees to,
     at BPPR's sole discretion, either surrender immediately
     the Caparra Gallery real estate to BPPR through the Plan
     and this Motion, as approved by the Court, or include
     such real estate as part of the Sale Collateral."

As reported in the TCR on April 15, 2013, the Bankruptcy Court
approved a stipulation by and between the Debtor and BPPR on the
limited use of rents and postpetition income and the adequate
protection to BPPR as provided in the stipulation.  Additionally,
the Court approved the terms for the treatment of BPPR's claims in
a consented Plan of Reorganization.

A copy of the stipulation is available for free at
http://bankrupt.com/misc/BERWINDREALTY_rentuse_stipulation.pdf

As reported in the TCR on April 9, 2013, Judge Brian K. Tester
signed off an order dated March 28 confirming Berwind Realty's
Plan of Reorganization.

                         About Berwind Realty

Berwind Realty, LLC, filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 12-02701) in Old San Juan, Puerto Rico, on April 5, 2012.
Berwind Realty, a real estate firm, scheduled assets of
$53.8 million and liabilities of $58.1 million.  Berwind Realty's
president, Saleh Yassin signed the petition.  Charles A. Cuprill,
PSC Law Offices, serves as bankruptcy counsel.


BIRDSALL SERVICES: Proposes June 4 Bankruptcy Auction
-----------------------------------------------------
Katy Stech, writing for Dow Jones' DBR Small Cap, reports that new
leaders at Birdsall Services Group Inc. have proposed a June 4
bankruptcy auction to sell the firm's operations and said they'll
keep looking for bids to beat an early offer from a buyer that
promised to finish up contracted work in repairing damage from
superstorm Sandy.

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.


BOE INTERMEDIATE: Moody's Rates New $250MM PIK Toggle Notes Caa2
----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
BOE Intermediate Holding Corporation and a B3-PD Probability of
Default rating and withdrew the B2 Corporate Family Rating and B2-
PD Probability of Default Rating from BWAY Parent Company Inc.,
effectively downgrading BWAY ratings.

Moody's also assigned a Caa2 rating to the proposed $250 million
PIK toggle notes at holding company BOE. The ratings outlook is
revised to stable from negative.

BWAY will use the proceeds from the proposed notes to finance a
$239 million dividend to the sponsor and to pay related fees and
expenses.

BOE Intermediate Holding Corporation:

Assigned B3 Corporate Family Rating

Assigned B3-PD Probability of Default Rating,

Assigned Caa2/LGD6 -- 92% to $250 million PIK notes due 2017

BWAY Parent Company Inc.

Withdrew B2 Corporate Family Rating

Withdrew B2-PD Probability of Default Rating

Withdrew SGL-2 Speculative Grade Liquidity Rating

Downgraded $335 million 9.5%/10.25% PIK toggle notes due
11/01/2017 to Caa2/LGD5 -- 80% from Caa1/LGD6 -- 90%

BWAY Holding Company Inc.

Affirmed $731 million senior secured Term Loan B due 08/06/2017
B1/LGD2 -- 29% (from LGD3 -- 35%)

Downgraded $205 million 10.0% senior notes due 06/15/2018 to
Caa1/LGD4-63% from B3/LGD5 -73%

The ratings outlook is stable.

Ratings Rationale:

The effective downgrade of the Corporate Family Rating to B3 from
B2 reflects the increased leverage from the new PIK toggle notes,
reliance on sizable productivity initiatives and synergies to
improve weak pro-forma credit metrics, and weakness in unit
volumes. The downgrade also reflects the use of proceeds for the
proposed notes (dividend to the sponsor) and BWAY's increased
exposure to the more competitive and fragmented plastic segment
following the $261 million debt-financed acquisition of Ropak in
January 2013. The sponsor acquired BWAY on November 5, 2012 and
will retain little equity in the company following the proposed
dividend. Pro forma Debt to EBITDA rises to over 7.0 times
excluding synergies. In addition, volumes have been negatively
impacted by continuing weakness in certain end markets as well as
the company's decision to exit certain low margin, price sensitive
business.

The rating could be further downgraded if there is deterioration
in credit statistics, liquidity, and/or the operating and
competitive environment. Continued aggressive financial policies
could also pressure the rating. Specifically, the rating could be
downgraded if total debt to EBITDA remains above 7.0 times, free
cash flow to debt becomes negative, the EBIT margin declines below
6.0%, and EBIT to gross interest declines below 1.0 time.

The rating could be upgraded if BWAY sustainably improves credit
metrics and maintains good liquidity within the context of a
stable operating and competitive environment. The company would
also need to adopt less aggressive financial policies.
Specifically, the ratings could be upgraded, if debt to EBITDA
declines below 6.0 times, free cash flow to debt increase to above
4.5%, the EBITA margin remains above 7.5%, and EBIT to gross
interest improves to 1.5 times or better.

BOE Intermediate Holding Company, through its wholly-owned
subsidiary BWAY Corporation, manufactures metal and plastic paint
and specialty containers for industrial and consumer products.
Revenue for the twelve months ended December 31, 2012 was
approximately $1.2 billion. BWAY is a portfolio company of
Platinum Equity, LLC, which acquired it in November 2012.

The principal methodology used in this rating was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology 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.


BOE INTERMEDIATE: S&P Assigns 'B' CCR; Outlook Negative
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B'
corporate credit rating to new issuer BOE Intermediate Holding
Corp. (BOE).  The outlook is negative.  S&P revised the outlook on
BWAY Parent Co. Inc. and all rated subsidiaries (collectively
BWAY) to negative from stable and affirmed the 'B' corporate
credit ratings on the companies.

S&P also assigned a 'CCC+' issue-level rating and '6' recovery
rating to BOE's proposed $250 million in payment-in-kind (PIK)
toggle notes.  The '6' recovery rating indicates S&P's expectation
of negligible (0%-10%) recovery in the event of payment default.

At the same time, S&P affirmed its 'B' issue-level rating and '3'
recovery rating on the company's $731 million term loan B.  The
'3' recovery rating indicates S&P's expectation of meaningful
(50%-70%) recovery in the event of payment default.

S&P also affirmed the 'CCC+' issue-level ratings and '6' recovery
ratings on BWAY Holding Co.'s $205 million unsecured notes and
BWAY Parent Co. Inc.'s $335 million notes.  The '6' recovery
rating indicates S&P's expectation of negligible (0%-10%) recovery
in the event of payment default.

"The outlook revision to negative reflects the potential for lower
ratings if a significant portion of the $65 million in various
synergies related to the Ropak acquisition and to operational
improvement initiatives does not materialize within the next
year," said Standard & Poor's credit analyst Henry Fukuchi.

Pro forma for the transaction as of March 2013, S&P expects
leverage to be over 7x and funds from operations (FFO) to total
adjusted debt to be in the high-single-digit percentage area.
Based on S&P's scenario forecasts, it expects total adjusted debt
to EBITDA to improve to about 7x and FFO to total adjusted debt to
improve to about 10% within the next year.  If the company is
unable to improve its credit metrics to these levels within the
next year, S&P may lower the ratings.  S&P expects FFO to total
adjusted debt to be in the lower end of the 10% to 15% range S&P
views as consistent with the current ratings.  S&P treats about
$585 million of PIK notes as debt in our calculations.

The ratings on BWAY reflects S&P's expectation of highly leveraged
financial measures, the company's very aggressive financial
policies, exposure to volatile resin costs, and key industry
risks, such as exposure to housing and industrial end markets.
The company's good profitability and cash flow, market share gains
from recent acquisitions, benefits from plant rationalization,
favorably structured contracts, and cost-reduction efforts partly
offset these weaknesses.  S&P characterizes BWAY's business risk
profile as "fair" and its financial risk profile as "highly
leveraged."

The negative outlook reflects the potential for lower ratings if a
significant portion of the $65 million in various synergies
related to the Ropak acquisition and operational improvement
initiatives do not materialize within the next year.  S&P could
also lower the ratings if operating performance deteriorates lower
than its expectations and does not improve to the 10% to 15% S&P
expects for the current ratings.

Based on S&P's scenario forecasts, it could lower the ratings if
FFO to total adjusted debt continues to remain below 10% on an
annualized basis with no clear prospects of recovery.  In such a
scenario, EBITDA margins do not improve about 200 basis points
from current levels.  A downgrade is also possible if cash flow
protection measures weaken for other reasons, including
shareholder distributions, debt-funded acquisition activity,
weaker end markets, or an unexpected increase in resin costs.

While it is highly unlikely in the near term, S&P could consider a
modest upgrade if the company can improve its FFO-to-total-
adjusted-debt ratio to more than 15% consistently and approach
future growth spending and shareholder distributions in a credit-
supportive manner.  This could happen if EBITDA margins increase
about 200 basis points from current levels and remain stable
over time.


BRIER CREEK: Court Confirms First Amended Plan
----------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina has confirmed Brier Creek Corporate Center Associates
Limited Partnership, et al.'s First Amended and Restated Joint
Plan of Reorganization dated April 22, 2013.

Classes 1, 4, 5, 6, 8, 9, 11, 12, 13, 14, 15, 16, 17, 18, 29, 20
and 21 voted to accept the Plan.  Bank of America, N.A., changed
its Class 3 and 10 Claims from one of rejection to one of
acceptance of the Plan, after reaching an agreement with the
Debtor regarding the treatment of its claims.  Class 2 (Secured
Claim of the Mecklenburg County Tax Collector) and Class 7
(Secured Claim of the City of Raleigh) voted to reject the Plan.

As reported in the TCR on April 26, 2013, the Debtor filed with
the Bankruptcy Court a First Amended and Restated Joint Plan of
Reorganization dated April 22.

The changes made in the Plan affect only the secured and unsecured
claims of BOA, do not materially or adversely affect the claims of
other creditors or equity interest holders, and do not require an
amendment to the Disclosure Statement or re-balloting by creditors
or equity interest holders to accept or reject the Plan.

Under the First Amended and Restated Joint Plan, the Allowed
Secured Claim of BOA in each Case will be paid in accordance with
the following terms:

Term:           Five years from Effective Date.

Effective
Date:           May 1, 2013, if the Court confirms the Plan on
                April 23, 2013, but in no event later than June 1,
                2013, if the Court confirms the Plan on May 20,
                2013.

Rate:           Bank's Daily LIBOR plus 425 basis points, with a
                floor of 4.25% and a cap of 5.00%.

Payments,
Other Loan
Terms:          For the first two years after the Effective
                Date, payments will be of interest only, payable
                monthly in arrears and commencing 30 days after
                the Effective Date.

                For the following three years, payments will be
                made on a 30-year amortization schedule.

                All outstanding principal and accrued interest
                will be due and payable in full on or before the
                end of the Term, together with any outstanding
                amounts owed for fees or expenses permitted in the
                Loan Documents.

The complete details pertaining to the modified treatment of the
BOA Loan Documents are found on pages 26 through 30 of the First
Amended and Restated Joint Plan, a copy of which is available at:

         http://bankrupt.com/misc/briercreek.doc424.pdf

                    About Brier Creek Corporate

Brier Creek Corporate Center Associates Limited and eight other
related entities affiliates filed for Chapter 11 protection
(Bankr. E.D.N.C. Lead Case No. 12-01855) on March 9, 2012.  The
Debtors own real property located in Wake County, North Carolina
and Mecklenburg County, North Carolina.  In most instances, the
real property owned by the Debtors consists of land upon which is
constructed commercial or industrial buildings consisting of
office, service or retail space.

The other debtors are Brier Creek Office #4, LLC; Brier Creek
Office #6, LLC; Service Retail at Brier Creek, LLC; Service Retail
at Whitehall II Limited Partnership; Shopton Ridge 30-C, LLC;
Whitehall Corporate Center #4, LLC; Whitehall Corporate Center #5,
LLC; and Whitehall Corporate Center #6, LLC.

Brier Creek is a 106-acre development that is to have 2.8 million
square feet of commercial space.  Whitehall has 146 acres and will
have 4 million square feet on completion.  Brier Creek Corporate
scheduled assets of $19,713,147 and liabilities of $18,086,183.

Judge Stephani W. Humrickhouse oversees the case.  Northen Blue,
LLP, serves as counsel to the Debtors.  C. Richard Rayburn, Jr.
and the firm Rayburn Cooper & Durham, P.A., serve as special
counsel.  Grant Thornton LLP is the accountant.  Bidencope &
Associates was hired as appraiser.  The petitions were signed by
Terry Bradshaw, vice president.

Brier Creek's other affiliated entities are Cary Creek Limited
Partnership; Shopton Ridge Business Park Limited Partnership; AAC
Retail Property Development and Acquisition Fund, LLC; American
Asset Corporation Companies Limited; and American Asset
Corporation. Cary Creek Limited Partnership filed a voluntary
petition on Jan. 3, 2013.  By order entered Jan. 10, 2013, the
bankruptcy case of Cary Creek Limited Partnership was consolidated
with the other debtors' cases and all of the cases are now being
jointly administered for procedural purposes only.


CANYON HOLDINGS: Wants to Replace Marc Stern as Plan Trustee
------------------------------------------------------------
Canyon Holdings LLC Series Southgate 42 asks the U.S. Bankruptcy
Court for the Western District of Washington to remove Marc Stern
as the Plan Trustee.  The Debtor says it does not request
elimination of the role, but merely replacement of its current
occupant.

The Plan Trustee position was created through the agreed plan
filed jointly by the Debtor and secured creditors Business Bank
and Nantucket Funds, Inc.  A plan trustee was designated to
distribute funds to creditors pursuant to the plan, facilitate
closing of the sale, and remarket the property if the sale
ultimately failed to close.

The Debtor says that all secured creditors have now been paid with
the exception of Nantucket Funds Inc., which is wholly owned by
the same individual as the Debtor.

                       About Canyon Holdings

Clyde Hill, Wash.-based Canyon Holdings LLC Series Southgate 42
owns a condominium project in Bellingham, Wash., and is presently
leasing the units it owns in the facility.

Petitioner Joseph Novack filed an involuntary Chapter 11
bankruptcy petition against the Company (Bankr. W.D. Wash. Case
No. 12-11327) on Feb. 13, 2012.  Jeffrey B. Wells, Esq., in
Seattle, Washington, assists the Debtor in its restructuring
efforts.

Mr. Novack obtained an order from the Bankruptcy Court declaring
Canyon Holdings in default as required under Section 303 of the
Bankruptcy Code.

The U.S. Trustee has not appointed a committee of unsecured
creditors in the Debtor's case.

In 2012, the Bankruptcy Court confirmed the Plan of Reorganization
dated as of March 20, 2012, as proposed by Canyon Holdings LLC
Series Southgate 42 and Nantucket Fund, Inc.  Marc S. Stern was
then appointed as Plan Trustee.  The plan contemplates the sale of
real estate property under a Commercial & Investment Real Estate
Purchase and Sale Agreement (CIREPSA) dated Feb. 6, 2012, between
J. Hugh Wiebe and Canyon Holdings LLC.  The price was previously
set at $6 million.  The sale closed in July 2012, with the Plan
Trustee agreeing to a reduced purchase price to account for
repairs, mold mitigation, and related items totaling $121,800.


CENTRAL EUROPEAN: Gets Final OK to Hire Ernst & Young as Auditors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware Central
authorized, on a final basis, European Distribution Corporation,
et al., to employ Ernst & Young Audit sp. z o.o. as auditors.

As reported in the Troubled Company Reporter on April 9, 2013,
the Debtors have employed EY Poland as their auditor since
March 29, 2011.  Postpetition, EY Poland will provide audit
services as EY Poland and the Debtors will deem appropriate and
necessary in the course of the chapter 11 cases, including:

   (a) audit and report on the Debtors' consolidated financial
       statements for the year ended December 31, 2012 and audit
       its internal control over financial reporting; and

   (b) audit and report on the effectiveness of the Debtors'
       internal control over financial reporting as of
       December 31, 2012.

EY Poland's fees for services performed under the Engagement
Letter are charged on an hourly-rate basis:

   Title                                   Rate
   -----                                   ----
   Partner                               $1,150
   Senior Manager (Capital Markets)      $1,000
   Senior Manager (Audit)                  $560
   Manager                                 $520
   Senior                                  $290
   Assistant                               $150

EY Poland discloses it has retained the law firm Latham & Watkins
LLP in connection with its retention and fee applications in the
Chapter 11 cases, and that EY Poland will request reimbursement of
Latham's fees and expenses from the Debtors' estates.

To the best of the Debtors' knowledge, EY Poland is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                            About CEDC

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

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

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


CENTRAL EUROPEAN: Has Until June 20 to File Schedules, Statements
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until June 20, 2013, the deadline for Central European
Distribution Corporation, et al. to file their schedules of assets
and liabilities and statements of financial affairs.

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

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

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


CITY NATIONAL: Fitch Affirms 'BB' Preferred Stock Rating
--------------------------------------------------------
Fitch Ratings has affirmed the Long-term Issuer Default Rating
(IDR) and Short-term IDR of City National Corporation and its lead
bank subsidiary, City National Bank, at 'A-' and 'F1',
respectively. The Rating Outlook is Stable.

Rating Action Rationale

The affirmation reflects CYN's strong deposit franchise, solid
asset quality and relatively lower credit costs through the cycle.
These strengths are balanced against CYN's weak earnings profile
which faces further headwinds in the near term. That said, Fitch
believes CYN has longer term upside given its low-cost deposits,
asset-sensitive balance sheet and capacity for incremental loan
growth. Fitch recognizes the realization of CYN's earnings
potential depends on a stronger economy to spur loan growth and
higher interest rates.

KEY RATING DRIVERS - IDRs and Viability Ratings

Low credit costs are a key ratings driver for the institution. CYN
generated a net recovery in the first quarter of 2013 and also for
full-year 2012. Net charge-offs (NCO) totaled just 4bps in 2011.
Fitch believes CYN aggressively identified its problem credits and
took its losses early in 2009 instead of prolonging the impairment
time horizon of its loan portfolio. As such, Fitch expects NCOs to
remain low in the near term, while non-performing assets (NPAs)
gradually revert to historical lows.

CYN's solid asset quality is driven by good underwriting practices
and high net worth borrowers. The strength of CYN's asset quality
is reaffirmed by its solid performance despite operating in a
relatively weaker economy. Excluding covered loans, loans based in
California represented 80 percent of the portfolio.

Commercial loans represent 44% of the loan portfolio and are the
primary lending product for the company. Fitch views CYN's
commercial portfolio as being relatively lower risk than
commercial loan portfolios found at similarly sized banks. CYN's
commercial unsecured loans typically have recourse to the
borrower. This is a significant benefit to CYN, since its customer
base is largely comprised of high net worth individuals. Since
2005, CYN has had a cumulative recovery rate of 36% compared to a
19% recovery rate for Fitch's mid-tier regional bank peer group.

CYN's return on average assets (ROAA) totaled 0.75% in first
quarter 2013 compared to 0.82% for full year 2012. Although
comparatively low, Fitch considers CYN's profitability to be
adequate on a risk adjusted basis, given its history of low credit
losses.

Fitch believes near-term profitability will face headwinds while
margin compression persists. Core margin has been relatively
stable but reported margin has shown much larger declines due to
CYN's $990 million covered loan portfolio which has accretable
yield of over 12%.

Tangible capital levels dropped to 5.89% in 2012 due to loan
growth and acquisitions. However, Fitch expects CYN to grow
capital levels to historical norms, which is closer to 7%. In the
first quarter of 2013, CYN's tangible common equity ratio was up
to 6.35%.

RATING SENSITIVITIES - IDRs and Viability Ratings

CYN's current ratings have limited upside. Both core earnings and
capital remain a drag on CYN's current ratings. Given the near-
term expectation of earnings, positive ratings momentum is
unlikely. Conversely, negative ratings pressure is likely if asset
quality measures deteriorate or if capital ratios remain stagnant
or are managed at lower levels.

RATING DRIVERS & SENSITIVITIES - Subordinated Debt and Other
Hybrid Securities

Subordinated debt and other hybrid capital instruments issued by
CYN are all notched down from CYN's Viability rating (VR) of 'a-'
in accordance with Fitch's assessment of each instrument's
respective non-performance and relative Loss Severity risk
profiles, which vary considerably. Therefore, subordinated debt
and hybrid securities are sensitive to any change in CYN's VR.

KEY RATING DRIVERS - Support and Support Rating Floors

CYN has a Support Rating of '5' and Support Rating Floor of 'NF'.
Fitch believes that they are not systemically important and
therefore, the probability of support is unlikely. The IDRs and
VRs do not incorporate any external support.

RATING SENSITIVITIES - Support and Support Rating Floors

Fitch does not anticipate changes to CYN's Support Ratings or
Support Rating Floors given its size and the lack of systemic
importance of the institution.

Fitch has affirmed these ratings with a Stable Outlook:

City National Corporation

-- Long-term IDR at 'A-';
-- Short-Term IDR at 'F1';
-- Viability Rating at 'a-';
-- Senior Unsecured at 'A-'
-- Preferred Stock at 'BB'
-- Support Floor 'NF'
-- Support '5'.

City National Bank

-- Long-term IDR at 'A-';
-- Long-term Deposit at 'A';
-- Short-Term IDR at 'F1';
-- Short-Term Deposits at 'F1';
-- Viability Rating at 'a-';
-- Subordinated debt at 'BBB+';
-- Market linked deposits at 'Aemr';
-- Support Floor at 'NF';
-- Support at '5'.


CHRYSLER LLC: No Free Car or Money for Disgruntled Customer
-----------------------------------------------------------
Ross Fiorani won't be getting a free car or money from Chrysler,
Bankruptcy Judge Stuart M. Bernstein has ruled.

In 2007, Mr. Fiorani of Kingstowne, VA, purchased a Dodge Charger
R/T.  At the time, he apparently wanted one with a gear shifter on
the column.  He was told by a dealer that Dodge did not make a
Dodge Charger with that feature, but according to Mr. Fiorani,
this was a lie.  He complained to various state and federal
agencies charged with enforcing consumer protection laws.

Mr. Fiorani's 2007 Charger was stolen in November 2008, and he
wanted to replace it.  His principal contention is that he
received pre-approved credit from Chrysler Financial, but various
Dodge and Chrysler dealerships refused to sell him the Dodge
Charger he wanted.

Each denial largely followed a similar pattern.  Mr. Fiorani would
travel to a dealership, discuss purchasing a car with a sales
representative, and the sales representative would relay Mr.
Fiorani's interest to a manager. Once a manager was consulted, the
Dealership would deny Mr. Fiorani's request to buy a car outright
or tell him that it needed to verify his information and would
contact him later.

Mr. Fiorani claims the Dealerships refused to deal with him in
retaliation for his participation as a member of a consumer-victim
class action.  The class supposedly challenged the failure of
Chrysler LLC, now renamed Old Carco LLC, to regulate its
dealerships in light of the Dealerships misrepresentations and
violations of the various consumer protection laws.

According to Mr. Fiorani, Schnader, Harrison, Segal & Lewis LLP
was named counsel for the class of the Committee of Consumer
Victims, which was renamed the Official Committee of Tort
Claimants, consisting of consumers victimized by the fraudulent
practices of Old Carco and the Dealerships.  Mr. Fiorani claims he
was a member of the class.

No such class was ever proposed or recognized. The Court's records
reflect that an Ad Hoc Committee of Consumer-Victims of Chrysler
LLC, represented by Benjamin P. Deutsch, Esq. of Schnader, filed a
motion on behalf of the Ad Hoc Committee to appoint an Official
Committee of Tort Claimants.  The Committee proposed to represent
tort claimants that had personal injury claims.  The motion was
later withdrawn, but the Ad Hoc Committee continued to represent
tort claimants.  Mr. Fiorani's name was not included in a verified
statement filed by the attorneys for the Ad Hoc Committee that
listed the parties represented by the Ad Hoc Committee.
Furthermore, no class was ever certified, and even if such a class
had been certified, it did not represent victims of alleged
fraudulent practices.

Mr. Fiorani recently supplied evidence suggesting that Old Carco
(and New Chrysler) took a more active role, directing its dealers
not to sell Mr. Fiorani a car.  In an e-mail that appears to be
dated December 14, 2011, sent to Mr. Fiorani by Justin Chenoweth,
a sales consultant at one of the Dealerships, Mr. Chenoweth
stated: "You may remember me from your inquiry of our Charger R/T
in 2009, with your explanation of your alleged lawsuit against
seve. . . ers.  Since that time, all dealerships in the Mid-
Atlantic Business Center have been notified by Chrysler, LLC to
refuse business with you. . . ., but please do not come to our
dealership, we will not be able to assist you with your purchase
at this time. You will not receive an . . . contact from us."

Mr. Fiorani filed his motion on May 23, 2009, seeking two forms of
relief.  First, the heading of the Motion asks the Court to
appoint a class-counsel to represent all consumer-victims of
Chrysler Dodge's failure to regulate its Dealerships' violations
of the consumer protection laws.  This request is presumably based
on the mistaken belief that there is an existing class and Mr.
Fiorani is a member of that class. The text of the Motion also
requests the Court to direct a Dodge dealer to immediately deliver
the Dodge Charger R/T that he had chosen as part compensation for
his damages totaling $75,000 or more.  Recently, Mr. Fiorani
insists on $1.2 million, and possibly, a new Dodge Charger R/T as
well.

According to Judge Bernstein, Mr. Fiorani's claims against any
non-debtor dealerships and New Chrysler are beyond the
jurisdiction of the Bankruptcy Court. They are asserted by a non-
debtor against non-debtors and do not have any conceivable effect
on the Old Carco estate.

Judge Bernstein explained that Mr. Fiorani's claims against Old
Carco (and any other debtors) are barred as a result of his
failure to file a proof of claim.  Although Mr. Fiorani's more
recent papers refer to a five-year conspiracy, the conspiracy
began around the time he started looking for a replacement vehicle
in November 2008, and at oral argument, Mr. Fiorani stated that
his claim arose in February 2009.  Furthermore, he did not detail
any specific post-petition, pre-sale conduct by Old Carco that
might give rise to an administrative claim. Accordingly, his claim
against Old Carco is a pre-petition claim, and he was required to
file his claim by the claims bar date established in Old Carco's
bankruptcy case. His failure to do so means he is not entitled to
any distribution from the estate.

Finally, even if he was entitled to a distribution, the confirmed
plan does not provide for the distribution of motor vehicles to
creditors on account of their claims, and Mr. Fiorani has failed
to show that he is entitled to a monetary distribution of $1.2
million (or any other sum) under the plan, Judge Bernstein said.

A copy of the Court's May 2, 2013 Memorandum Decision and Order is
available at http://is.gd/qjkuuafrom Leagle.com.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.

                           *     *     *

Chrysler has a 'B1' corporate family rating from Moody's.

Moody's upgraded the rating from 'B2' to 'B1' in February 2013.
Moody's said that the upgrade reflects Moody's expectation that
Chrysler will be able to sustain the progress it has made during
the past 18 months in strengthening its competitive position in
North America.


CLEAR CHANNEL: To Extend Maturity of $1.5BB Term Loans to 2018
--------------------------------------------------------------
Clear Channel Communications, Inc., said Wednesday it is seeking,
subject to market and customary conditions, to extend $1.5 billion
in aggregate principal amount of outstanding term loans B and C
due 2016 until 2018.  The new extended term loans will have the
same security and guarantee package as the outstanding term loans
B and C.

These efforts are part of the Company's continuing efforts to
optimize its overall capital structure.  It will continue to
explore a diverse array of other alternatives including, but not
limited to, transactions which would extend maturities of its
other debt, whether through a debt-for-debt exchange or other
financing transaction.  Should CCU pursue any such transaction,
the terms, timing and structure of any transaction will depend on
market conditions, and the amounts involved may be material.
There can be no assurance that any transaction will ultimately be
pursued or that any transaction, if pursued, will be successful.

                About Clear Channel Communications

San Antonio, Texas-based Clear Channel Communications, Inc., an
indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is
one of the leading global media and entertainment companies
specializing in radio, digital, outdoor, mobile, live events, and
on-demand entertainment and information services for local
communities and providing premier opportunities for advertisers.

CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a
global media and entertainment company.  Its businesses include
radio and outdoor displays.

Clear Channel's balance sheet at March 31, 2013, showed $15.51
billion in total assets, $23.72 billion in total liabilities and a
$8.20 billion total shareholders' deficit.

As reported by the Troubled Company Reporter on Feb. 10, 2012,
Fitch Ratings affirmed the 'CCC' Issuer Default Rating of Clear
Channel Communications, Inc., and the 'B' IDR of Clear Channel
Worldwide Holdings, Inc., an indirect wholly owned subsidiary of
Clear Channel Outdoor Holdings, Inc., Clear Channel's 89% owned
outdoor advertising subsidiary.  The Rating Outlook is Stable.

Fitch's concerns center Clear Channel's highly leveraged capital
structure, with significant maturities in 2014 and 2016; the
considerable and growing interest burden that pressures free cash
flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue.  The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.

As reported by the TCR on Feb. 25, 2013, Standard & Poor's Ratings
Services affirmed its 'CCC+' corporate credit rating on Clear
Channel Communications Inc. and CC Media Holdings.  S&P's rating
on CC Media Holdings reflects the risks surrounding the long-term
viability of its capital structure -- in particular, refinancing
risk relating to significant 2016 debt maturities of about
$10 billion.


CLEAR CHANNEL: Technical Amendments to 2012 Annual Report Filed
---------------------------------------------------------------
Clear Channel Capital I, LLC, filed with the U.S. Securities and
Exchange Commission a second amendment to its annual report for
the period ended Dec. 31, 2012.  Clear Channel Capital I, LLC, has
no operations or assets other than its investment in Clear Channel
Communications, Inc.

The Amendment to the Form 10-K, originally filed by Clear Channel
Communications, Inc., a direct, wholly owned subsidiary of Clear
Channel Capital I, LLC, was being filed solely to (1) reflect
Clear Channel Capital I, LLC, as the registrant and (2) include
new certifications by the principal executive officer and
principal financial officer of Clear Channel Capital I, LLC.  The
officers who signed the previous Clear Channel Communications,
Inc., certifications are the same individuals and hold the same
positions with both Clear Channel Communications, Inc., and Clear
Channel Capital I, LLC.  No other changes have been made to the
Form 10-K.

Each of Clear Channel Capital I, LLC, and Clear Channel
Communications, Inc., will file separate Form 10-K, Form 10-Q and
Form 8-K filings with the Securities and Exchange Commission in
the future.  The financial statements and related footnotes
included in the future Form 10-Ks and Form 10-Qs of Clear Channel
Capital I, LLC, will be those of Clear Channel Capital I, LLC, and
will contain certain footnote disclosures regarding the financial
information of Clear Channel Communications, Inc., and Clear
Channel Communications, Inc.'s domestic wholly-owned subsidiaries
that guarantee certain of Clear Channel Communications, Inc.'s
outstanding indebtedness.  The financial statements and related
footnotes included in the future Form 10-Ks and Form 10-Qs of
Clear Channel Communications, Inc., will be those of Clear Channel
Communications, Inc.

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

                         http://is.gd/oWPnTu

                About Clear Channel Communications

San Antonio, Texas-based Clear Channel Communications, Inc., an
indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is
one of the leading global media and entertainment companies
specializing in radio, digital, outdoor, mobile, live events, and
on-demand entertainment and information services for local
communities and providing premier opportunities for advertisers.

CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a
global media and entertainment company.  Its businesses include
radio and outdoor displays.

Clear Channel's balance sheet at March 31, 2013, showed $15.51
billion in total assets, $23.72 billion in total liabilities and a
$8.20 billion total shareholders' deficit.

As reported by the Troubled Company Reporter on Feb. 10, 2012,
Fitch Ratings affirmed the 'CCC' Issuer Default Rating of Clear
Channel Communications, Inc., and the 'B' IDR of Clear Channel
Worldwide Holdings, Inc., an indirect wholly owned subsidiary of
Clear Channel Outdoor Holdings, Inc., Clear Channel's 89% owned
outdoor advertising subsidiary.  The Rating Outlook is Stable.

Fitch's concerns center Clear Channel's highly leveraged capital
structure, with significant maturities in 2014 and 2016; the
considerable and growing interest burden that pressures free cash
flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue.  The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.

As reported by the TCR on Feb. 25, 2013, Standard & Poor's Ratings
Services affirmed its 'CCC+' corporate credit rating on Clear
Channel Communications Inc. and CC Media Holdings.  S&P's rating
on CC Media Holdings reflects the risks surrounding the long-term
viability of its capital structure -- in particular, refinancing
risk relating to significant 2016 debt maturities of about
$10 billion.


CLUB AT SHENANDOAH: Hearing on Cash Use Continued Until June 25
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
continued until June 30, 2013, the final hearing on the request of
The Club at Shenandoah Springs Village, Inc., for continued use of
cash collateral in which General Electric Capital Corporation
asserts an interest.

The Debtor noted that GE consented to the use of cash collateral
for an additional period until the continued final hearing as the
Debtor needed more time to continue negotiations with GE on its
business operations, prospects for reorganization, and the
consensual use of cash collateral.

The Court has ruled that any supplement brief in support of the
cash collateral motion will be filed by June 11.  Oppositions, if
any, are due June 18.

         About The Club At Shenandoah Springs Village, Inc.

The Club At Shenandoah Springs Village, Inc., owns The Club At
Shenandoah Springs Village, a golf and leisure resort in Thousand
Palms, a desert region of central California.  It filed for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-36723) on
Dec. 3, 2012.  The Debtor estimated both assets and liabilities of
between $10 million and $50 million.  Judge Mark D. Houle presides
over thee case.  Daniel A. Lev, Esq., at Sulmeyerkupetz,
represents the Debtor.


CLUB AT SHENANDOAH: Venturi & Co. Approved as Financial Advisors
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized The Club at Shenandoah Springs Village, Inc., to employ
Venturi & Company LLC as financial advisors.

As reported by the Troubled Company Reporter on March 27, 2013,
Venturi is to, among others, review the business, operations,
financial condition, historical performance, projections and
forecasts of the Debtor; and review and analyze the Debtor's
financial options relating to one or a series of transactions.

Venturi's compensation will consist of a $15,000 monthly advisory
fee and a success fee upon the closing or consummation of a
transaction.  The Success Fee will be equal to:

   (1) if the aggregate Transaction Value is less than
       $18,000,000, four percent (4%) of the aggregate Transaction
       Value;

   (2) if the aggregate Transaction Value is between $18,000,000
       and less than $20,000,000, four and one-quarter percent
       (4.25%) of the aggregate Transaction Value;

   (3) if the aggregate Transaction Value is between $20,000,000
       and less than $22,000,000, four and three-quarters percent
       (4.75%) of the aggregate Transaction Value; and

   (4) if the aggregate Transaction Value is equal to or greater
       than $22,000,000, five percent (5%) of the aggregate
       Transaction Value.

         About The Club At Shenandoah Springs Village, Inc.

The Club At Shenandoah Springs Village, Inc., owns The Club At
Shenandoah Springs Village, a golf and leisure resort in Thousand
Palms, a desert region of central California.  It filed for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-36723) on
Dec. 3, 2012.  The Debtor estimated both assets and liabilities of
between $10 million and $50 million.  Judge Mark D. Houle presides
over thee case.  Daniel A. Lev, Esq., at Sulmeyerkupetz,
represents the Debtor.


COFFMAN'S COMPLETE: Kansas State Court Appoints Receiver
--------------------------------------------------------
Julesburg Advocate reported that the District Court of Sedgwick
County in Kansas has appointed Darris Cumming to serve as receiver
for Douglas C. and Debra J. Mollendor, doing business as Coffman's
Complete Home Furnishings and Divo Construction and Rentals.
Adams Bank and Trust sought to place Coffman's in receivership.

According to the report, on April 23, 2013, the Sedgwick court
conducted a hearing on an Order to Show Cause issued on April 2,
and determined that Adams Bank is entitled to the possession, use
and disposition of numerous properties pledged as collateral for a
commercial loan.


COMMUNITY MEMORIAL: Bank Has Green Light to Foreclose
-----------------------------------------------------
The Hon. Daniel S. Opperman granted Citizens National Bank of
Cheboygan relief from the automatic stay to take possession of
Community Memorial Hospital's real property located at 836 South
Main Street, Cheboygan, Michigan commonly known as the Bay Street
Property.  The stay relief allows the bank to properly maintain
the property while it pursues its state law remedies.

According to the bank, the Debtor has advised the bank that it no
longer needs the property and is currently unoccupied.  The Debtor
has no equity in the property.

The bank asserts that it is owed $2,879,395, as of March 26, 2013.

As reported by the Troubled Company Reporter on Feb. 5, 2013, the
Court also authorized the bank to take possession of the real
property located at 724 S. Main Street, Cheboygan, Michigan,
commonly known as the Lincoln Bridge Plaza, and the Bank may
proceed with its state law remedies with respect to the property.

                 About Community Memorial Hospital

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

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

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

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

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


CONSTRUCTORA DE HATO: Has Until July 8 to Plan of Reorganization
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico extended
until July 8, 2013, the time for Constructora De Hato Rey
Incorporada to file a disclosure statement and plan of
reorganization.

The Debtor filed its request for an extension before the
exclusivity period was set to expire on March 25.

According to papers filed in court, the Debtor said the proceeds
of asset sales will be funding the Plan.  The Debtor noted that it
has received an offer from:

   1. Aramis Rivera, president of Dey Drilling Equipment, Inc.,
      for the purchase of the Debtor's 2001 Volvo, serial number
      EC290LCTS S/N EC290LCC03061; and

   2. Dey for the purchase of the Debtor's 1998 Tesmec
      Model 1100, serial number 128 located in Salinas, Puerto
      Rico, for $50,000.

In this relation, the Debtor also needed additional time to engage
in negotiations with various potential buyers for the sale of
additional equipment and assets from the estate to fund the Plan,
which without the sales, and additional funds, the Plan cannot be
confirmed.

                    About Constructora De Hato

San Juan, Puerto Rico-based Constructora De Hato owns parcels of
land in Puerto Rico with an aggregate value of $1.82 million.  It
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-02876-11)
in Old San Juan, Puerto Rico, on April 13, 2012.  The petition was
signed by Waldemar Carmona Gonzalez, president.  The Debtor is
represented by Charles Alfred Cuprill, Esq., at Charles A.
Curpill, PSC Law Office, in San Juan.  Luis R. Carrasquillo & Co.,
PSC, serves as financial consultant.  In its schedules, as
amended, the Debtor disclosed $10,701,724 in assets and $6,847,693
in liabilities.


COSTA DORADA: Wants Exclusivity Period Extended to May 25
---------------------------------------------------------
Costa Dorada Apartments Corp asks the Bankruptcy Court for a
second extension of its exclusive period to file an amended and
joint disclosure statement and plan of reorganization.  The Debtor
says it needs more time to review all the proofs of claim filed in
the case to determine if information provided by the Debtor
provides adequate ground for an objection.

Last year, the Debtor submitted to the Court a First Amended Plan.
According to the Disclosure Statement, funds would be obtained
from these sources:

   1) sale of 15 apartment units in the project;

   2) rent and regular operation of the other apartments as part
      of the hotel facilities;

   3) sale of the remnant land of 3.5 cdas located at State Road
      466 Bajuras Ward in Isabela, Puerto Rico; and

   4) rent and regular operation of the other apartments as part
      of the Time Sharing (Vacation Plan) project.

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

                   About Costa Dorada Apartments

Costa Dorada Apartments Corp., dba Villas De Costa Dorada, in
Isabela, Puerto Rico, filed for Chapter 11 bankruptcy (Bankr.
D.P.R. Case No. 11-03960) on May 10, 2011.  The Debtor disclosed
$10.7 million in assets and $8.6 million in liabilities as of the
Chapter 11 filing.  The Hon. Enrique S. Lamoutte Inclan, presides
over the case.  The petition was signed by Carlos R. Fernandez
Rodriguez, its president.  Wigberto Lugo Mender, Esq., at Lugo
Mender & Co., in Guaynabo, Puerto Rico, represents the Debtor as
counsel.


CRESTWOOD HOLDINGS: Moody's Eyes Upgrade on 'B2' & 'Caa1' Ratings
-----------------------------------------------------------------
Moody's Investors Service placed Crestwood Holdings LLC's B2
Corporate Family Rating and Caa1 secured term loan rating under
review for upgrade.

Moody's also placed Crestwood Midstream Partners, LP's B3 senior
unsecured rating under review for upgrade. In a related action,
Moody's affirmed Inergy Midstream LP's Ba3 CFR and changed its
outlook to positive from stable.

Ratings placed under review for upgrade:

Issuer: Crestwood Holdings LLC

Corporate Family Rating, currently B2

Senior Secured Bank Credit Facility, currently Caa1

Issuer: Crestwood Midstream Partners, LP

Senior Unsecured Regular Bond/Debenture, currently B3

Ratings affirmed:

Issuer: Inergy Midstream, LP

Corporate Family Rating at Ba3

Senior Unsecured Regular Bond/Debenture at B1

Outlook Actions:

Outlook, changed to Positive from Stable

Ratings Rationale:

These rating actions follow yesterday's announcement of a merger
between Crestwood and CMLP, and Inergy LP (NRGY) and NRGM
(collectively, Inergy). Under terms of the merger agreement,
Crestwood will acquire the general partner (GP) interests of NRGY
and will contribute the GP and incentive distribution rights (IDR)
of CMLP to NRGY in exchange for NRGY limited partner (LP) units.
Also, CMLP will be merged with a subsidiary of NRGM, and CMLP's
debt will be assumed by NRGM. As presented by the management, this
is expected to be an all-stock transaction, with no additional
debt being introduced into the new capital structure.

Crestwood's review for upgrade reflects the likely benefit of the
proposed merger with Inergy. Crestwood would be reliant on cash
distributions from NRGY and NRGM for the units it would hold to
service its debt. The proposed transaction is credit positive for
Crestwood since the combined company (which Crestwood would
control) will be larger, more diversified, and likely a better
capitalized company with stronger credit metrics. The pro forma
consolidated business profile and credit metrics should be
stronger than Crestwood on a standalone basis. However,
Crestwood's debt will be structurally subordinated to the debt at
CMLP, NRGM and NRGY. The review will focus on the credit profile
of the pro-forma combined company, its business and growth
prospects, and its ability to de-lever. The review will also
evaluate the combined company's liquidity profile, stability of
and visibility into EBITDA, and financial policies. Any upgrade of
Crestwood's ratings is likely to be limited to two notches.

The rating review of Crestwood's secured term loan and CMLP's
senior unsecured notes will be based upon their ultimate position
in the new capital structure. As mentioned previously, CMLP's debt
will be assumed by NRGM (and will therefore be pari-passu with
NRGM's unsecured debt), and NRGM will be upsizing their secured
revolver. The current secured revolver at CMLP will be repaid and
removed post-closing of the transaction.

The positive outlook on NRGM's ratings reflects the high
likelihood of a successful merger between NRGM and CMLP, which
will benefit from increased scale and integrated operations. Post-
combination, NRGM will have a diverse set of operations consisting
of gathering & processing assets, compression assets, natural gas
storage & transportation, and crude & NGL supply logistics. The
combined entity is expected to have EBITDA greater than $450
million in 2013 on a pro forma basis, and gradually declining
leverage over time.

Subject to the nature of the final transaction and the resulting
capital structure, there is a possibility that the CFR at NRGM may
be moved up to the NRGY level.

The principal methodology used in this rating was Global Midstream
Energy 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.

Crestwood Holdings LLC is a private holding company owned
primarily by First Reserve Corporation. The company controls and
owns a majority ownership interest in Crestwood Midstream Partners
LP, a publicly traded midstream master limited partnership that
provides natural gas gathering and processing services.

Inergy Midstream, L.P. is a publicly traded master limited
partnership that currently owns and operates natural gas
transportation and storage, natural gas liquids storage, salt
mining assets, and crude oil storage and terminaling assets. NRGM
is controlled by Inergy, L.P. which owns 66% of the outstanding
common units, 100% of incentive distribution rights, and
indirectly owns the non-economic general partnership interest.


CYPRESS OF TAMPA: Court Confirms Liquidation Plan
-------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
approved the adequacy of the information in the Disclosure
Statement and confirmed the Plan of Liquidation of The Cypress of
Tampa LLC and The Cypress of Tampa II LLC.

Objections to confirmation that were not withdrawn at the
Confirmation Hearing were hereby overruled, according to the
Court's on April 19 ruling.

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

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

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

                      About Cypress of Tampa

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

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

Cypress of Tampa disclosed, in its first amended schedules,
$24,088,896 in assets and $24,359,414 in liabilities.


DAMES POINT: Aug. 29 Hearing on Motion to Appoint Trustee
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida will
convene a hearing on Aug. 29, 2013, at 1 p.m., to consider P&B
Marina Development LLC's motion to appoint a Chapter 11 trustee
for Dames Point Holdings, LLC.

P&B holds a 40 percent membership interest in and is an unsecured
creditor of the Debtor.  The remaining 60 percent membership
interest is held by Dames Point Marina, Inc., the managing member
of the Debtor pursuant to the operating agreement of Dames Point
Holdings LLC.

P&B explained that, among other things:

   1. William F. Shafnacker, the owner of Dames Point Marina,
      is not paying taxes;

   2. Mr. Shafnacker's impartiality as representative of a
      debtor-in-possession is doubtful -- he violated the
      Debtor's operating statement by filing the voluntary
      petition without P&B's consent;

   3. Mr. Shafnacker's plan to exert inappropriate pressure
      from his management role is also demonstrated by the
      Debtor's attempted retention of counsel for a capped
      $7,500 fee.

                    About Dames Point Holdings

P & B Marina Development, LLC filed an involuntary chapter 11 case
against Jacksonville, Florida-based Dames Point Holdings, LLC
(Bankr. M.D. Fla. Case No. 13-00501) on Jan. 29, 2013.  Scott A.
Underwood, Esq., at Fowler White Boggs, P.A. represented the
petitioners.

On March 12, 2013, the Court entered an order vacating the
Feb. 28, 2013, order for relief in involuntary Chapter 11 case.

The Court has consolidated the involuntary Chapter 11 case for all
purposes with the voluntary case of William F. Snafnacker.

The U.S. Trustee for Region 21 has informed the Bankruptcy Court
that until further notice, it will not appoint a committee of
creditors in the Chapter 11 case of Dames Point Holdings because
of an insufficient number of unsecured creditors willing or able
to serve on an unsecured creditors committee.


DEMCO INC: Sec. 341 Creditors' Meeting Adjourned Until July 17
--------------------------------------------------------------
The U.S. Trustee for Region 2 adjourned the meeting of creditors
in the Chapter 11 cases of Demco, Inc., to July 17, 2013 at 1 p.m.
The meeting will be held at Buffalo UST - Olympic Towers.

Demco, Inc., aka Decommissioning & Environmental Management
Company, is a specialty trade contractor based in West Seneca, New
York, which provides demolition services, nuclear work,
environmental clean-up, disaster response and a variety of other
services throughout the United States and, on a project-by-project
basis, internationally.  Some of Demco's better known demolition
projects in the past have included the Rocky Flats Nuclear Power
Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial
Auditorium, and the Sunflower Army Ammunition Plant.

Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No.
12-12465) on Aug. 6, 2012.  Bankruptcy Judge Michael J. Kaplan
presides over the case.  Daniel F. Brown, Esq., at Andreozzi,
Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the
Debtor in its restructuring effort.  The Debtor estimated assets
and debts at $10 million to $50 million.  The petition was signed
by Michael J. Morin, controller.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
creditors to serve on the Official Committee of Unsecured
Creditors.

First Niagara Bank, the cash collateral lender, is represented by
William F. Savino, Esq., at Damon Morey.


DIGITAL DOMAIN: Has Until July 8 to Propose Chapter 11 Plan
-----------------------------------------------------------
The Bankruptcy Court, for the second time, extended DDMG Estate,
et al.'s exclusive period to file a proposed Chapter 11 plan until
July 8, 2013, and solicit acceptances for that Plan until Sept. 3,
respectively.

As reported by the Troubled Company Reporter on April 15, 2013,
the Debtors said the requested additional time will permit them to
finalize their ongoing litigation investigations and conclude the
winding up of their affairs.  The Debtors added they are not
seeking an extension of time to pressure their creditors, but to
resolve pending matters and to continue to evaluate available
options relating to the resolution of their Chapter 11 cases.

                       About Digital Domain

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

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

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

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

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


DOT VN: Plans to Complete Viable Revenue Producing Platform
-----------------------------------------------------------
Dot VN, Inc., said it is very close to completing the technical
aspects required by Google to launch the Vietnamese IDN
(International Domain Names) marketing program.  Dot VN already
has a long term working relationship with the world's largest
online marketing and search engine leader.  This will allow and
begin the advertising monetization of Vietnamese IDN web
platforms.  In common terms it means that Dot VN will begin
creating multiple revenue streams from views and clicks associated
with the nearly 1 million registered Vietnamese IDN domain names.
The most important aspect is the traffic and Dot VN has already
established success in the area.

Beginning on May 6, 2013, Dot VN was to begin the process of
restructuring corporate debt.  Dot VN management is confident that
it is now able to move forward into a self sustaining revenue
production phase.  Dot VN is already working well with suppliers,
vendors and employees and will concentrate the restructuring
efforts on extending maturity dates and reducing debt and
maintenance costs.

The Company already has plans to set up advisory committees with
the various types of stakeholders, in order to assure openness and
transparency in operating and restructuring of debt.  Toward this
end, the Company has engaged Eric Dierker to co-ordinate and help
manage this transition.  Eric Dierker worked with the Company in
Vietnam and the U.S. in forming the contractual and procedural
agreements with the Vietnamese Government as early as 2001 in the
capacity of Global Internet Strategist.  Mr. Dierker is an expert
in negotiating creditor/debtor relations.

Dot VN filed a Form 8-K with the U.S. Securities and Exchange
Commission which sets forth a clear disclosure of the current
corporate obligation structure, within the parameters of
appropriate confidentiality.  A copy of the Form 8-K is available
for free at http://is.gd/JbAFbn

                          About Dot VN

Dot VN, Inc. (OTC BB: DTVI) -- http://www.DotVN.com/-- provides
Internet and telecommunication services for Vietnam and operates
and manages Vietnam's innovative online media web property,
http://www.INFO.VN

The Company is the "exclusive online global domain name registrar
for .VN (Vietnam)."  Dot VN is the sole distributor of Micro-
Modular Data Centers(TM) solutions and E-Link 1000EXR Wireless
Gigabit Radios to Vietnam and Southeast Asia region.  Dot VN is
headquartered in San Diego, California with offices in Hanoi,
Danang and Ho Chi Minh City, Vietnam.

Dot VN was incorporated in the State of Delaware on May 27, 1998,
under the name Trincomali Ltd.

The Company's balance sheet at Jan. 31, 2012, showed $2.49 million
in total assets, $9.20 million in total liabilities and a $6.70
million total shareholders' deficit.

Following the 2011 results, PLS CPA, in San Diego, Calif., noted
that the Company's losses from operations raised substantial doubt
about its ability to continue as a going concern.


EAST COAST BROKERS: Creditors Seek Trustee or Case Dismissal
------------------------------------------------------------
MLIC Asset Holdings LLC and MLIC CB Holdings LLC have asked the
Bankruptcy Court to appoint a Chapter 11 trustee, or, in the
alternative, dismiss the Chapter 11 cases of East Coast Brokers &
Packers, Inc., et al.  According to the MLIC entities, the
Debtors, among other things had mishandled the potential rents
from employees, failed to pay taxes, failed to maintain insurance,
has inadequate security regarding the Debtors' personal and real
property, and delayed the filing of schedules and reports required
under the Bankruptcy Code.

                 About East Coast Brokers & Packers

East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.  Scott A. Stichter, Esq.,
at Stichter, Riedel, Blain & Prosser, in Tampa, serves as counsel
to the Debtors.  According to the docket, the Chapter 11 plan and
disclosure statement are due July 5, 2013.


EAST COAST BROKERS: Taps Willcox & Savage as Real Estate Counsel
----------------------------------------------------------------
East Coast Brokers & Packers, Inc., et al., ask the Bankruptcy
Court for the Middle District Of Florida for permission to employ
Willcox & Savage, P.C., as special real estate counsel.

Willcox Savage proposes to represent the Debtors on an hourly
basis from $250 to $450, plus disbursements incurred.

To the best of the Debtors' knowledge, Willcox Savage does not
have material interest adverse to the Debtors or to the estates
with respect to the matters upon which it is to be engaged.

                 About East Coast Brokers & Packers

East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.  Scott A. Stichter, Esq.,
at Stichter, Riedel, Blain & Prosser, in Tampa, serves as counsel
to the Debtors.  According to the docket, the Chapter 11 plan and
disclosure statement are due July 5, 2013.


EASTMAN KODAK: PwC to Review Differences in US-Japan Accounting
---------------------------------------------------------------
Eastman Kodak Co. asked U.S. Bankruptcy Judge Allan Gropper to
authorize PricewaterhouseCoopers Aarata to provide additional
services to the company.

If approved, PwC Aarata will provide accounting services to Kodak,
which include:

   (i) reading and providing comment on the draft of "Major
       Differences in Accounting Principles and Practices between
       the United States of America and Japan" prepared under the
       company or the legal counsel's responsibility in the
       financial section of the draft AFCR;

  (ii) reading and providing comment on the English version of the
       financial section of the draft AFCR, prepared by the legal
       counsel, prior to its submission to the company and
       PricewaterhouseCoopers LLP - Rochester for their review;

(iii) reading of and providing comment on the draft of
       "Comparison Table" between AFCR and the Annual Securities
       Report of the draft AFCR, prepared by the legal counsel,
       prior to its submission to the company and PwC Rochester
       for their review;

  (iv) cooperation and coordination with the legal counsel to the
       extent necessary to complete the reading; and

   (v) as requested by the company, liaise with PwC Rochester to
       obtain a signed Report of Independent Registered Public
       Accounting Firm.

Compensation is primarily on a fixed-fee basis, with a JPY500,000
fixed fee for the firm's services.  PwC Aarata will also receive
reimbursement for work-related expenses.

                       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.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.


ELBIT VISION: Shareholders Elect Four Directors
-----------------------------------------------
An annual general meeting of shareholders of Elbit Vision Systems
Ltd. was held on April 29, 2013, at which the shareholders:

   (1) elected Messrs. Sam Cohen, Yaron Menashe, Yaky Yanay and
       Yossi Ran to serve as directors of the Company for the
       coming year until the next annual general meeting of the
       Company's shareholders;

   (2) approved the remuneration terms of, and grant of options
       to, Mr. Yossi Ran;

   (3) re-elected Ms. Orit Stav to serve as an external director
       of the Company for an additional three-year term upon the
       fixed remuneration terms provided under applicable law; and

   (4) ratified the appointment of Brightman Almagor & Co., a
       member of Deloitte Touche Tohmatsu, as the independent
       public accountants of the Company for the year ending
       Dec. 31, 2012, and the authorization of the Company's Audit
       Committee to fix the remuneration of those independent
       public accountants in accordance with the volume and nature
       of their services.

Samuel Cohen was appointed chairman of the meeting by those
shareholders present.

                         About Elbit Vision

Based in Caesarea, Israel, Elbit Vision Systems Ltd. (OTC BB:
EVSNF.OB) offers a broad portfolio of automatic State-of-the-Art
Visual Inspection Systems for both in-line and off-line
applications, and process monitoring systems used to improve
product quality, safety, and increase production efficiency.
For the 12 months ended Dec. 31, 2012, the Company reported income
of US$824,000 on US$6.70 million of revenue, as compared with
income of US$1.08 million on US$5.64 million of revenue a year
ago.  The Company's balance sheet at Dec. 31, 2012, showed US$4.20
million in total assets, US$4.48 million in total liabilities and
a US$274,000 total shareholders' deficiency.


ENERGY SERVICES: Has Forbearance With United Bank Until 2014
------------------------------------------------------------
Energy Services of America Corp. and its subsidiary corporations,
C.J. Hughes Construction Company, Inc., Contractors Rental
Corporation, Nitro Electric Company, Inc. and S.T. Pipeline, Inc.
-- the "Obligors" -- on Nov. 28, 2012, entered into a forbearance
agreement with United Bank, Inc., whereby the Obligors acknowledge
they are in default under the terms of two credit facilities
between United Bank, Inc., and Energy Services of America and
United Bank, Inc., has agreed to forbear from exercising certain
of its rights and remedies under the loan agreements and related
documents.

The parties have now entered into a new forbearance agreement
which extends the forbearance period from May 31, 2013, until
May 31, 2014.  The remaining provisions of the new forbearance
agreement are substantially the same as those in the Agreement.

A copy of the Forbearance Agreement is available at:

                       http://is.gd/pLotxj

                      About Energy Services

Huntington, West Virginia-based Energy Services of America
Corporation provides contracting services to America's energy
providers, primarily the gas and electricity providers.  The
Company reported a net loss of $48.5 million on $157.7 million of
revenue in fiscal 2012, compared with a net loss of $5.3 million
on $143.4 million of revenue in fiscal 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $58.29 million in total
assets, $52.60 million in total liabilities and $5.69 million in
total stockholders' equity.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Energy Services' ability to
continue as a going concern following the annual report for the
year ended Sept. 30 ,2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
entered into a forbearance arrangement with its lenders as a
result of continued noncompliance with certain debt covenants.


ENERGYSOLUTIONS INC: S&P Retains 'B' CCR on Creditwatch Developing
------------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on
EnergySolutions Inc., including the 'B' corporate credit rating,
remain on CreditWatch, where S&P placed them with developing
implications on Jan. 7, 2013.

The CreditWatch update follows the company's recent announcement
that it gained shareholder approval to be acquired by a subsidiary
of unrated Energy Capital Partners.

The CreditWatch placement followed Salt Lake City-based nuclear
services provider EnergySolutions Inc.'s announcement that it had
entered into a definitive agreement to be acquired by a subsidiary
of Energy Capital Partners II, which is an investment fund of
Energy Capital Partners (ECP).  ECP is an energy-focused private
equity sponsor with more than $7 billion in capital commitments.

According to the terms of the agreement, EnergySolutions'
shareholders will receive $4.15 in cash for each share of common
stock, which, based on 91.1 million of common shares outstanding
reported at March 11, 2013, is approximately $378 million.  The
company's adjusted debt at Dec. 31, 2012 was $600 million, or
roughly 3.9x its trailing 12 months' adjusted EBITDA.  The
adjusted debt figure is calculated net of more than $310 million
in restricted cash and includes approximately $80 million related
to the capitalization of operating leases and asset retirement
obligations.

The acquisition is pending approval from the U.S. Nuclear
Regulatory Commission.

Resolution of the CreditWatch awaits regulatory approval and
details on the financial structure, the sponsor's financial
policies, and management's business strategy for EnergySolutions
post-acquisition.


ENRON CORP: Ex-CEO & DOJ Reach Deal on Early Prison Exit
--------------------------------------------------------
Former Enron chief executive Jeffrey K. Skilling reached a deal
with the U.S. Department of Justice that could allow him to leave
prison as soon as 2017, subject to approval by Judge Simeon T.
Lake III of Federal District Court in Houston, who oversaw Mr.
Skilling's trial in 2006, Michael J. De La Merced at The New York
Times reports.

According to The NY Times, Mr. Skilling, as part of the deal, has
agreed to (i) waive his rights to any further appeals; and
(ii) to allow more than $40 million of assets that were seized
from him to be distributed to workers who lost their retirement
savings and shareholders who lost billions of dollars due to
Enron's collapse.

The NY Times says a resentencing hearing will be held June 21.

Mr. Skilling had been sentenced to 24 years and 4 months in 2006,
but the deal could reduce his sentence by more than a decade, The
NY Times relates.

As reported by the Troubled Company Reporter on April 5, 2013,
Chad Bray and Tom Fowler at The Wall Street Journal, citing a
Justice Department official, said that in 2009, the U.S. Court of
Appeals for the Fifth Circuit ordered that Mr. Skilling be
resentenced, and that his sentencing guidelines range should be
reduced.  The report recounted the 2009 federal appeals court
ruling found that U.S. sentencing guidelines were improperly
applied in his case and ordered a resentencing that legal experts
said could result in a minimum sentence of 15 years.

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001,
following controversy over accounting procedures that caused its
stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP; Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on Nov. 17, 2004.  After approval of
the Plan, the new board of directors decided to change the name of
Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


FRIENDSHIP DAIRIES: AgStar Wants Cash Use Limited to Two Months
---------------------------------------------------------------
AgStar Financial Service, FLCA, asks the U.S. Bankruptcy Court for
the Northern District of Texas to limit Friendship Dairies' use of
cash collateral to two months.

AgStar, the duly appointed and acting loan servicer and power of
attorney and attorney-in-fact for McFinney Agrifinance, LLC,
stated that, among other things:

   a) the Debtor's business is losing money and the Debtor is
      liquidating capital assets to fund operating losses;

   b) the Debtor's operation is not viable, and the Debtor must
      shut down to minimize losses to creditors;

   c) the Debtor refuses to recognize Agstar's rights and to
      account to AgStar for its replacement lien granted to
      AgStar for the Debtor's use of AgStar's milk cash
      collateral in the approximate amount of $1,088,000; and

   d) the Debtor has not made any material payments to AgStar
      postpetition to cover accruing interest and expenses.
      In light of current market conditions AgStar's equity
      cushion has diminished such that AgStar is not adequately
      protected.

AgStar also requests that:

   1) any cash collateral order must clearly grant AgStar a
      replacement lien on postpetition milk production and all
      the Debtor's other assets to adequately protect the Debtor
      for the use of AgStar's cash collateral;

   2) monthly payments to all estate professionals must
      immediately cease;

   3) the budget must include the payment ordered to AgStar in
      the amount of $68,539 to reimburse AgStar for some of its
      attorneys' fees and costs; and

   4) any use of cash collateral would cease at any time Debtor
      is delinquent on its reporting obligations.

                    About Friendship Dairies

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor operates a dairy near Hereford, Deaf Smith County, Texas.
The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The Debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C., serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


FIRST PHILADELPHIA: May 21 Hearing on Bank's Case Dismissal Bid
---------------------------------------------------------------
Susquehanna Bank, asks the U.S. Bankruptcy Court for the District
of New Jersey to dismiss the Chapter 11 case of First Philadelphia
Holdings LLC, or, in the alternative, for relief from the stay to
prosecute a foreclosure action as to the real property located at
6501 New State Road also known as Tacony Street, Philadelphia,
Pennsylvania.

A May 21 hearing at 2 p.m. has been set.  Objections, if any, are
due May 14.

As reported by the Troubled Company Reporter on April 19, 2013,
the Bank claimed that the Debtor hasn't paid any monies since 2010
and isn't paying real estate taxes assessed against the mortgaged
property.

According to the Bank, in December 2012, it was obliged to pay
$100,759.37 to satisfy part of the real estate taxes due and
owing.  According to the Bank, the balance due to the Bank on the
judgment is $5.63 million as of April 8, 2013.

In August 2008, the Debtor borrowed $4.72 million from the Bank.
In conjunction with that loan, the Debtor executed and delivered a
mortgage note to the Bank.  To secure the loan and the Note, the
Debtor entered into an open end mortgage and security agreement
and fixture filing for $4.72 million.  The address of the
mortgaged property is 6501 New State Road, Philadelphia,
Pennsylvania, and known as Parcel No. 88-4-1790-00.  In
conjunction with the loan, Burnt Mill Associates, Woodlane
Associates LP and George M. Diemer executed a guaranty and
suretyship agreement.

According to the Bank, the Debtor failed to make payment in full
due on Jan. 1, 2011.  The Bank said that despite demand and
notices of default, the Debtor and the Guarantors didn't cure that
default.  As of March 21, 2011, the Debtor and the Guarantors owed
the Bank $5.03 million.

The Bank filed a writ of execution upon the Mortgaged Property
directing the Sheriff of Philadelphia County to conduct a
sheriff's sale of the property in foreclosure.  The sale was
scheduled for Feb. 5, 2013, but "didn't proceed because the Debtor
filed its petition on Dec. 26, 2012," the Bank says in a court
filing dated April 9, 2013.

The Bank arranged for appraisals of the Mortgaged Property,
the most recent appraisal was obtained earlier this year, from
Integra Realty Resources.  Integra opined that the appraised
market value of the Mortgaged Property in its as is condition, as
of Feb. 2, 2013, was $3.37 million and the liquidation value was
$2.36 million.

In April, the Bankruptcy Court extended the Debtor's exclusive
periods to file a Chapter 11 plan until Aug. 23, 2013, and solicit
acceptances for that plan until Oct. 22, 2013.  As reported by the
TCR on April 19, Judge Gloria M. Burns has approved the disclosure
statement explaining the Debtor's Plan of Liquidation and
scheduled an April 30 hearing to consider confirmation of the
Plan.

The Plan is to be funded by the sale of the Debtor's real estate
assets located at 6501 New State Road, a/k/a Tacony Street, in
Philadelphia, Pennsylvania.  The Debtor's 100% owner and managing
member, George M. Diemer, has committed to fund a distribution to
unsecured creditors in the amount of $20,000, thereby securing a
dividend to unsecured creditors.  As of March 25, 2013, the Debtor
estimates the percentage distribution to general unsecured
creditors to be 8.42%.

If the Property is not sold on or before Dec. 26, 2013, except to
the extent that Pennsylvania Infrastructure Investment Authority
has been paid by some other means, and subject to the claims of
the City of Philadelphia and Susquehanna Bank, the Debtor will
surrender the Property and any other collateral securing the Penn
Vest Claim in full settlement, satisfaction, release and discharge
of all of its claims and liens.

Mr. Diemer's interest in the Debtor is subordinated to the general
unsecured claims and he will not receive any distribution under
the Plan.

Susquehanna Bank has filed an objection to the Liquidating Plan,
complaining that it is patently unconfirmable.  The Bank pointed
out that although the Debtor's bankruptcy Schedules shows the
property having a value as of the Petition Date of $15,000,000,
that figure does not represent the current fair market value.
Integra Realty Resources has opined that the Debtor's property has
a value, as of February 2, 2013, of $3,370,000.  The Bank also
notes that the Debtor does not have any liquid assets.

The Bank complains that notwithstanding the lack of funds
available to the Debtor upon confirmation, the Debtor puts forth a
Plan which blindly proposes to pay immediately upon the Effective
Date in cash priority tax claims, and allowed administrative
claims, including all professionals' compensation reimbursement.

A full-text copy of the Disclosure Statement dated March 25, 2013,
is available for free at:

     http://bankrupt.com/misc/FIRSTPHILADELPHIAds0325.pdf

                     About First Philadelphia

First Philadelphia Holdings, LLC, filed a Chapter 11 petition
(Bankr. D.N.J. Case No. 12-39767) on Dec. 21, 2012.  The Debtor
scheduled $15,000,000 in assets and $10,346,981 in liabilities as
of the Chapter 11 filing.  Judge Gloria M. Burns presides over the
case.

Maureen P. Steady, Esq., who has an office in Marlton, New Jersey,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $15,000,000 in total assets and $10,346,981 in
total liabilities.


FIRST REPUBLIC: Fitch Affirms 'BB-' Preferred Stock Rating
----------------------------------------------------------
Fitch Ratings has affirmed the Long-term Issuer Default Rating
(IDR) and Short-term IDR of First Republic Bank at 'BBB+' and
'F2'. The Rating Outlook remains Positive.

Rating Action Rationale

The ratings affirmation reflects FRC's strong asset quality, solid
earnings and improving revenue diversification. These strengths
are balanced against earnings headwinds and a geographically
concentrated loan portfolio with approximately 50% loans in the
San Francisco area. Additionally, FRC operates with a loan to
deposit ratio of 104%, which ranks among the highest of its rated
peers.

KEY RATING DRIVERS - IDRs and VIABILITY RATINGS

Asset quality is a primary ratings strength for the institution.
FRC's loan book maintained very strong asset quality through the
cycle as net charge-offs (NCOs) peaked at just 48bps in 2009.
Fitch does not anticipate any material changes in asset quality in
the near term. FRC are conservative underwriters and maintain a
very high net worth clientele, which is a good recipe for
consistent solid asset quality. FRC's primary lending product is
jumbo residential loans. Approximately 60% of FRC's loan book is
single family residential loans with an average 60% LTV credit
score of 776 for loans originated in the last two years.

FRC's earnings are solid and are at the high end of its rated peer
group. First quarter 2013 return on average assets (ROAA) was
1.42% up from 1.29% for full year 2012 as provision cost decreased
while gain on loan sales and fee income improved in the first
quarter. However, Fitch expects FRC to face earnings headwinds in
the near term from margin compression. Fitch believes GAAP net
interest margin compression will be relatively greater at FRC than
most comparably sized institutions due to the impacts from
purchase accounting. However, core net interest margin compression
has been in line with peers.

Fitch views the acquisition of Luminous Capital, LLC favorably as
it helps to diversify revenues and reduce reliance on spread
income. Just 13% of revenues were derived from fee income in 2012.
However, during first quarter 20% of revenues were derived from
fee income sources.

Fitch believes FRC has performed good due diligence and risk
monitoring of its investment portfolio. However, FRC's investment
portfolio has elevated yields and risk compared to its peers due
to the amount of credit sensitive investments in the portfolio.
The $4.0 billion investment portfolio is mostly comprised of
municipal bonds which represent nearly two thirds of the
portfolio. In addition, nearly 30% of the portfolio is comprised
of CLOs and CMBS.

With a TCE of 7.66%, FRC's capitalization is consistent with its
current ratings. Fitch expects capital levels will remain solid in
the medium term. FRC is technically in a de-novo bank and is
required to maintain tier 1 leverage ratio of 8%. At March 31,
2013 Tier 1 Leverage ratio totaled 9.37%.

RATING SENSITIVITIES - IDRs AND VIABILITY RATINGS

Fitch expects that a Positive Ratings Outlook could occur within
12 - 18 months. Ratings could be upgraded if asset quality remains
strong and the company's loan to deposit ratio does not continue
to grow. Conversely, any meaningful deterioration to FRC's credit
metrics could result in negative ratings action. In particular,
FRC's ratings are most sensitive to the economies of New York, San
Francisco and Los Angeles.

RATING DRIVERS & SENSITIVITIES - HYBRID SECURITIES

Hybrid securities are sensitive to any change in FRC's viability
rating (VR). Hybrid capital instruments issued by FRC are all
notched down from FRC's VR of 'a-' in accordance with Fitch's
assessment of each instrument's respective non-performance and
relative Loss Severity risk profiles, which vary considerably.

KEY RATING DRIVERS - SUPPORT AND SUPPORT RATING FLOORS

FRC has a Support Ratings of '5' and Support Rating Floors of
'NF'. Fitch believes that they are not systemically important and
therefore, the probability of support is unlikely. The IDRs and
VRs do not incorporate any external support.

RATING SENSITIVITIES - Support and Support Rating Floors

Fitch does not anticipate changes to FRC's Support Ratings or
Support Rating Floors given size and the lack of systemic
importance of the institution.

Fitch has affirmed the following ratings with a Positive Outlook

First Republic Bank

-- Long-term IDR at 'BBB+'; Outlook Positive
-- Short-term IDR at 'F2';
-- Viability Rating at 'bbb+';
-- Long-term deposit at 'A-';
-- Short-Term deposits at 'F2';
-- Preferred stock at 'BB-';
-- Support Floor 'NF';
-- Support '5'.


FNB UNITED: Incurs $4.6 Million Net Loss in First Quarter
---------------------------------------------------------
FNB United Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $4.59 million on $18.07 million of total interest income for
the three months ended March 31, 2013, as compared with a net loss
of $10.85 million on $19.99 million of total interest income for
the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $2.09
billion in total assets, $2 billion in total liabilities and
$89.37 million in total shareholders' equity.

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

                         http://is.gd/7hayFo

                          About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

FNB United incurred a net loss of $40 million in 2012, a net loss
of $137.31 in 2011, and a net loss of $131.82 million in 2010.


GABRIEL TECHNOLOGIES: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Gabriel Technologies Corporation has filed with the U.S.
Bankruptcy Court for the Northern District of California its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property                $1,952
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,020,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $21,353,440
                                 -----------      -----------
        TOTAL                         $1,952      $25,373,440

As reported in the Troubled Company Reporter on Feb. 26, 2013,
debtor-affiliate Trace Technologies LLC estimated assets and debts
at $10 million to $50 million.

A copy of the schedules is available for free at
http://bankrupt.com/misc/GABRIEL_TECHNOLOGIES_sal.pdf

                  About Gabriel Technologies

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

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

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

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

A three-member official committee of unsecured creditors has been
appointed in the case.  Pachulski Stang Ziehl & Jones LLP
represents the Committee.

The Debtor filed a Plan of Reorganization that proposed to
substantively consolidate the Debtors' estates into the Chapter 11
estate of Gabriel, and upon the Effective Date, all those assets
will become the property of the Reorganized Debtor.  Secured
claims filed against the Debtors will be paid by proceeds
recovered from Qualcomm Incorporated in a lawsuit involving
royalties, and from another lawsuit involving royalties captioned
Gabriel Technologies Corporation, etc. v. Keith Feilmeier, etc.,
et al.  Unsecured Claims will also be paid from the proceeds of
the two lawsuits, after all secured claims have been paid.
Allowed General unsecured claims will accrue an interest of 10%
per annum.


GASFRAC ENERGY: Obtains Waiver on Credit Facility Covenants
-----------------------------------------------------------
GASFRAC Energy Services Inc. on May 8 disclosed it repaid a
portion of its credit facility in the amount of $6.1 million.
This compares to net cash provided by financing activities in 2012
of $16.0 million in 2012.  The funds in 2012 were as a result of
the issue of convertible debentures of 37.9 million and the
repayment of the credit facility of $22.1 million.

                        Financial Covenants

In 2012, the bank syndicate approved amendments to the credit
facility suspending the financial covenants relating to trailing
twelve month EBITDA through to the end of Q1 2013 and limiting
draws on the credit facility during this period to $60 million.
As at March 31, 2013, the Company was not in compliance with the
modified EBITDA covenant.  The Company renegotiated its credit
facility subsequent to quarter end.  The renegotiated facility
includes a waiver of first quarter 2013 covenants, an extension of
the maturity date to April 30, 2014, and a resizing of the
facility to $50 million to reflect reduced anticipated funding
requirements during the period.

The disclosure was made in GASFRAC Energy's earnings release for
three months ended March 31, 2013, a copy of which is available
for free at http://is.gd/Tg0VZE

GASFRAC Energy Services Inc. is an oil and gas technology and
service company headquartered in Calgary, Alberta, Canada, and the
sole provider of waterless gelled LPG fracturing technology in
North America.


GENERAL GROWTH: Blackstone Group to Sell Minority Stake
-------------------------------------------------------
The Associated Press reports that asset manager Blackstone Group
LP plans to sell a minority stake in General Growth Properties
Inc.  According to the report, General Growth said Tuesday
Blackstone and affiliates will sell approximately 23.4 million
shares of common stock -- or a 2.5 percent interest -- in its
company through a secondary offering.  General Growth said it
won't receive any proceeds from the stock sale by Blackstone.  No
price or timing was disclosed.

The report recounts that Blackstone Group in August 2010 agreed to
invest about $500 million for shares in General Growth once it
emerged from Chapter 11 bankruptcy protection. An investor group
comprised of Canadian property manager Brookfield Asset Management
Inc., The Fairholme Fund and William Ackman's Pershing Square
Capital Management had agreed to provide up to $8.5 billion in
capital to finance General Growth's exit from bankruptcy.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner.
General Growth is a self-administered and self-managed real estate
investment trust.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP restructured roughly $15 billion of project-level
debt Recapitalized with $6.8 billion in new equity capital Paid
all creditor claims in full achieved substantial recovery for
equity holders.

As part of its plan of reorganization, GGP split itself into two
separate and independent publicly traded corporations, and
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.

As reported by the Troubled Company Reporter on Dec. 20, 2012,
Standard & Poor's Ratings Services affirmed its unsolicited 'BB'
corporate credit rating on General Growth and revised the outlook
to stable from positive.  "We also affirmed our unsolicited 'BB+'
issue-level rating and '2' recovery rating on the senior unsecured
notes (commonly referred to as the Rouse notes) of GGP's
subsidiary, The Rouse Co. L.P.," S&P said.


GENERAL MOTORS: U.S. Treasury to Begin Selling Remaining Stake
--------------------------------------------------------------
The U.S. Department of the Treasury on Monday unveiled the next
step in its plan to sell its approximately 241.7 million remaining
shares of General Motors common stock with the initiation of a
second pre-defined written trading plan.

"TARP's emergency support to GM during the financial crisis was
necessary to prevent the collapse of the American auto industry
and save more than one million American jobs," said Tim Massad,
Treasury Assistant Secretary for Financial Stability. "Earlier
this year, Treasury launched an effort to sell its remaining
shares in GM common stock. We are pleased with the progress to
date and will continue exiting this investment in accordance with
our previously announced plan and timetable, and in a manner that
maximizes returns for taxpayers."

Treasury's sale of its GM common stock is part of its continuing
efforts to wind down the Troubled Asset Relief Program (TARP). To
date, Treasury has already recovered nearly 94.6 percent ($396.70
billion) of the funds disbursed through TARP ($419.37 billion).
Excluding the housing programs, Treasury disbursed $411.72 billion
for all TARP investment programs and has now recovered $414.25
(including the proceeds from sales of all Treasury AIG shares).

In December 2012, GM repurchased 200 million shares of GM common
stock from Treasury.   At that time, Treasury also announced that
it intended to sell its remaining 300 million shares into the
market in an orderly fashion and fully exit its GM investment
within the next 12 to 15 months, subject to market conditions.

There will be opportunities for those smaller broker dealers
previously chosen, including women and minority-owned broker
dealers, to continue to participate in the sale of Treasury's
remaining GM common shares pursuant to the plan.

                           *     *     *

Reuters reported that the Treasury Department's move follows a
registration statement by GM last month making it easier for the
Treasury to sell its remaining 241.7 million shares, or nearly 18
percent, of common stock of the No. 1 U.S. automaker.  It also
will bring GM a step closer to eliminating the stigma of
government ownership, the Reuters report said.

GM executives have chafed under the tag of "Government Motors"
since its 2009 government-sponsored bailout and bankruptcy that
left the U.S. Treasury with 60.8 percent ownership of the Detroit
automaker, according to Reuters.

After GM's November 2010 IPO, the Treasury's share of GM's common
stock fell to 32 percent, the report related.  Last week, GM came
within 56 cents of its IPO price of $33 after it reported better-
than-expected first-quarter earnings.


GLOBAL TEL*LINK: Debt Increase Prompts Moody's to Cut CFR to B3
---------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
for Global Tel*Link Corporation to B3 from B2 following the
company's proposal to issue additional secured debt and return
cash to its equity sponsor.

Moody's has also assigned B2 (LGD3-35%) ratings to the company's
proposed $630 million senior secured 1st lien credit facilities
which consist of a $590 million senior secured 1st lien term loan
due 2020 and $40 million senior secured revolver due 2018. As part
of the rating action, Moody's has also assigned a Caa2 (LGD5-88%)
rating to the proposed $255 million senior secured 2nd lien term
loan due 2020.

Moody's has also affirmed GTL's B3-PD probability of default
rating based on the change in capital structure to a mix of first
and second lien debt versus an all first lien structure prior. The
proceeds from the debt offering will be used to fund a $275
million dividend to the company's equity sponsor and repay
existing secured debt. The ratings are contingent on Moody's
review of final documentation and no material change in the terms
and conditions of the debt as advised to Moody's. The ratings
outlook is stable.

Issuer: Global Tel*Link Corporation

Downgrades:

Corporate Family Rating, Downgraded to B3 from B2

Assignments:

$40M Senior Secured Bank Credit Facility, Assigned B2 (LGD3,
35%)

$590M Senior Secured Bank Credit Facility, Assigned B2 (LGD3,
35%)

$255M Senior Secured Bank Credit Facility, Assigned Caa2 (LGD5,
88%)

Affirmations:

Probability of Default Rating, Affirmed B3-PD

Ratings Rationale:

The downgrade to B3 reflects GTL's high leverage of over 6x
(Moody's adjusted Debt/EBITDA) and its modest EBITDA growth
profile, along with signs of increased competitive pressure. In
the past, GTL has reduced leverage quickly after incurring debt
for M&A or dividends. However, Moody's believes that leverage may
remain elevated longer than previous cases due to GTL's low
organic growth and the intense competitive pressure in the
industry. GTL's core revenues weakened during the second half of
2012. However, Moody's expects GTL's contract wins and losses to
approximately balance out over the longer term due to the mature
state of the market and high customer retention rates. The ratings
also incorporate the risk that the company may take on additional
debt or weaken its liquidity position to distribute cash to its
shareholders in the future. The ratings benefit from the company's
stable base of contracted recurring revenues, its strong free cash
flows and its leading industry position with 50% market share.

Following the debt-financed dividend, GTL's leverage will be over
6x (Moody's adjusted). Moody's projects that leverage will fall to
approximately 6x by year end 2014, and slightly below 6x by year
end 2015. The company will produce strong free cash flow over this
time horizon, which may allow for debt reduction if capital
investment levels remain low. But, margin pressure from higher
commissions in response to the competitive threat could negatively
impact cash flow and reduce potential debt repayment.

The ratings for the debt instruments reflect both the overall
probability of default of GTL, to which Moody's assigns a
probability of default rating of B3-PD, the average family loss
given default assessment and the composition of the debt
instruments in the capital structure. Moody's assumes a 50% family
recovery rate given the capital structure of 1st lien and 2nd lien
bank debt. The proposed $630 million senior secured 1st lien
credit facilities are rated B2 (LGD3, 35%), one notch above the
CFR given the loss absorption from the 2nd lien debt. The $255
million senior secured 2nd lien term loan is rated Caa2 (LGD5,
88%) to reflect its junior ranking within the capital structure.

Moody's anticipates that GTL will have very good liquidity over
the next 12 months, supported by the company's strong free cash
flows and an undrawn $40 million revolver. The new term loan is
expected to have no financial covenants while the revolver will be
subjected to a springing maximum leverage test if drawn at a
certain amount.

Moody's could lower GTL ratings further if leverage exceeds 6.5x
(Moody's adjusted) or free cash flow turns negative. Moody's could
upgrade the ratings if GTL maintains very good liquidity,
continues to generate strong positive free cash flow and grows
EBITDA or reduces debt such that leverage is sustained below 5.5x.

The principal methodology used in this rating was Global
Telecommunications 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.

Global Tel*Link Corporation, based in Mobile, Alabama, provides
telecommunications services to inmates and administrators in
correctional facilities. The company has a leading market share of
the inmate telecommunications services industry in the U.S. and
has grown in scale through acquisitions.


GMX RESOURCES: Wins Final Approval of $50MM Bankruptcy Loan
-----------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones' DBR Small Cap, reports
that GMX Resources Inc. won court approval for its $50 million
bankruptcy loan over objections from unsecured creditors who said
the deal was an attempt by lenders to "hijack the case."

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.


GORD'S SKI: In Receivership, Closes Business
--------------------------------------------
CJOB News reports that Gord's Ski and Bike Shop has been placed in
receivership.  The Winnipeg-based business closed its doors after
52 years in operation.  The report relates that the company, at
one point, had three locations and over 30 staff in Winnipeg and
Banff, Alberta.


GORDON PROPERTIES: Approved to Obtain $500,000 Loan From Owners
---------------------------------------------------------------
Bankruptcy Robert G. Mayer has authorized Gordon Properties, LLC,
and Condominium Services, Inc., to enter into the loan and borrow
up to $500,000 from one or more of its owners, subject, however,
to the agreement of the owners to subordinate their rights under
the notes and deed of trust to all allowed claims in the Gordon
Properties case.  The owners may decide amongst themselves, in
their discretion, which of them will provide the funding, when the
funding will be provided, and how much any particular owner will
fund, provided, however, that the total amount of the loan
outstanding at any one time will not exceed $500,000.

Early in the case, Gordon Properties exhausted its cash supporting
its business operations and litigation expenses.  The Debtor
requires additional borrowing to meet its operating and litigation
expenses.  The Debtor said that all or some of its owners are
prepared to lend money to help fund its ongoing cash needs.

The Debtor is owned and operated by family members Bryan Sells,
Elizabeth Sells, Lindsay Wilson, and Julie Langdon, each of whom
owns 25% of the membership interests.

The owners are prepared to lend the Debtor up to $500,000 on an
ongoing basis as and when funds may be required, pursuant to the
terms of a commercial credit line promissory note and credit line
deed of trust, similar in form and content to the note and deed of
trust utilized in the prior borrowing motions.  The collateral
intended to secure the Loan will be one or more of the
unencumbered condominium units owned by Gordon Properties at The
Forty Six Hundred Condominium.

The Debtor said that it is solvent and believes that entering into
the loan and granting the Owners the deed of trust to secure the
loan won't impair the Debtor's ability to pay claims in its case.
The Owners have agreed to subordinate their right to payment under
the note and deed of trust to all allowed claims, that is, the
Owners agree to subordinate their right to payment under the notes
and deed of trust to the rights of all allowed claimants in the
case.  The Debtor assured the Court that no creditor will be
adversely affected by the loan.

                      About Gordon Properties

Alexandria, Va.-based Gordon Properties, LLC, owns 40 condominium
units in a high-rise apartment building with both residential and
commercial units and two commercial units adjacent to the high-
rise building.  Gordon Properties' ownership of these condos
represents about a 20% interest in the Forty Six Hundred
Condominium project -- http://foa4600.org/-- in Alexandria.
Gordon Properties also owns one of the adjacent commercial units,
a restaurant.  Gordon Properties sought Chapter 11 protection
(Bankr. E.D. Va. Case No. 09-18086) on Oct. 2, 2009, and is
represented by Donald F. King, Esq., at Odin, Feldman & Pittleman
PC in Fairfax, Va.  Gordon Properties disclosed $11,149,458 in
assets and $1,546,344 in liabilities.

Condominium Services filed its chapter 11 petition (Bankr. E.D.
Va. 10-10581) on Jan. 26, 2010. It scheduled one creditor, the
condominium association, with a disputed claim of $436,802.00.
The association filed a proof of claim asserting a claim of
$453,533.12.  A second proof of claim was filed by the Internal
Revenue Service for $1,955.45.  According to its schedules, if
both claims are allowed, it has a net deficit of about $426,900.
CSI is wholly owned by Gordon Properties.

In February 2012, Judge Mayer denied the motion of the association
to substantively consolidate the chapter 11 bankruptcy cases of
Gordon Properties and Condominium Services, Inc., the condominium
management company.

Gordon Properties and CSI opposed the motion.  The two cases were
previously administratively consolidated.


GRANITE DELLS: Affiliate Gets Chapter 11 Trustee
------------------------------------------------
The Hon. Edward P. Ballinger Jr., of the U.S. Bankruptcy Court
for the District of Arizona signed off on a stipulated agreement
and order approving the consensual appointment of a Chapter 11
trustee for Cavan Management Services, an affiliate of Granite
Dells Ranch Holdings.

The Court also approved the appointment of Maureen Gaughan as
Chapter 11 trustee for Cavan Management Services.

The Chapter 11 Trustee has sought authority to employ Steve J.
Brown, Esq., of the law firm Steve Brown & Associates, LLC, as
counsel.

The Debtors, U.S. Trustee, and Arizona Eco Development, which
sought appointment of a trustee, entered into an agreement on the
consensual appointment of a trustee.

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 Granite Dells.
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.

                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.


GYMBOREE CORP: Moody's Confirms 'B3' CFR, Negative Outlook
----------------------------------------------------------
Moody's Investors Service confirmed The Gymboree Corporation's
Corporate Family Rating at B3, concluding the review for downgrade
that began on December 13, 2012. The rating outlook is negative.

These actions reflect recent signs of stabilization, evident in
the company's fourth fiscal quarter of 2012, following weaker than
expected performance at Gymboree over the beginning of 2012. The
confirmation acknowledges the weak guidance the company has
provided for its first fiscal quarter of 2013, but Moody's
believes that the company's renewed focus on streamlining
inventory under its new CEO and CFO will benefit Gymboree
particularly over the second half of 2013.

The following ratings were confirmed:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

$767 million secured term loan due February 2018 at B2 (LGD 3,
39%)

$371 million senior unsecured notes due December 2018 at Caa2 (LGD
5, 85%)

The following rating was assigned:

Speculative Grade Liquidity Rating at SGL-2

Ratings Rationale:

Gymboree's B3 rating reflects the company's high financial
leverage with debt/EBITDA around 8 times for the most recent LTM
period and Moody's expectation is this is unlikely to materially
improve in the near term. The rating also reflects the company's
inconsistent operating performance since its acquisition by Bain
Capital in late 2010 with EBITDA margins falling significantly
over this period. The ratings take into consideration the
company's good liquidity profile, with access to an undrawn $225
million asset-based revolver and lack of any debt maturities until
the first quarter of 2018. The rating reflects balanced financial
policies, evidenced by the company's voluntary prepayment of $71
million in debt over the course of fiscal 2012. The company has
moderate scale in the fragmented infant and toddler apparel
industry, although the company's three brands - Crazy 8, Gymboree
and Janie and Jack - have high consumer awareness.

The SGL-2 Speculative Grade Liquidity rating acknowledges the
company's access to a significant undrawn (other than for modest
amounts of letters of credit) $225 million asset-based revolver
and the lack of financial maintenance covenants in its funded debt
arrangements. The SGL-2 rating also considers Moody's expectation
that the company is expected to maintain modestly positive free
cash flow (though with some seasonality) and its modest cash
balances ($33 million as of its most recent fiscal year end).

The negative rating outlook reflects Moody's concerns that the
company's weak execution and increased promotions at its Gymboree
stores may have negatively impacted its ability to improve gross
margins toward pre-LBO levels. The negative outlook also reflects
that given the company's high debt burden and weak credit metrics,
there is limited capacity for the company to absorb any weakening
of margins from current levels from continued weak execution.

Ratings could be lowered if weak performance of the Gymboree brand
persists over the course of 2013, or if Moody's begins to see
execution mishaps at Crazy 8 or Janie and Jack.

Quantitatively, ratings could be lowered if debt/EBITDA remains
above 8x or interest coverage is near one times. There is no
tolerance for any moderation of the company's current good
liquidity profile.

The rating outlook could be stabilized if the Gymboree brand
continues to show stabilization of sales levels and meaningful
improvement in gross margins, indicating that corrective measures
have been effective. Over time, ratings could be upgraded if the
company meaningfully reverses negative trends such that
debt/EBITDA was sustained below 6x and interest coverage exceeded
1.75x.

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


HAWAIIAN HOLDINGS: Fitch Assigns 'B' Issuer Default Ratings
-----------------------------------------------------------
Fitch Ratings has assigned initial Issuer Default Ratings (IDR) of
'B' to Hawaiian Holdings, Inc. and its subsidiary Hawaiian
Airlines, Inc. The rating Outlook is Stable.

The ratings reflect HA's strong brand and reputation in the market
for travel to and from Hawaii, one of the world's leading vacation
destinations; dominant share (88%) of the Neighbor Island airline
market; solid liquidity position; healthy EBITDAR margins; and
credit metrics that Fitch considers in line with the ratings.

Concerns include risks associated with HA's aggressive growth
plan, including higher debt levels in the next two years;
geographic concentration; size relative to competing air carriers;
recent overcapacity issues on North American routes; low or
negative free cash flow (FCF) due to high capital expenditures;
potential new entrants in its markets; and underfunded pension
position. Overall, Fitch considers the company's financial profile
to be sensitive to slower revenue growth and margin levels.

HA's credit quality is also affected by broader risks that most
air carriers face such as exposure to fuel and foreign exchange
prices; high percentage of unionized workforce; and susceptibility
to various shocks such as disease pandemics, terrorism, and
natural disasters.

KEY RATING DRIVERS

Growth Strategy:

HA is in the midst of executing a significant growth strategy
which is the source of both positive developments and risks. In
2012 available seat miles (ASMs) grew 22% and revenues grew nearly
19%. This followed 26% revenue growth and 19% ASM growth in 2011.
The growth strategy is focused mainly on expanding international
routes (Asia-Pacific). The company has recently announced it will
begin flying to Beijing, China starting in 2014 marking the 10th
new international destination since November 2010. Although annual
growth rates should decelerate, Fitch expects growth in the low to
middle double digits in capacity and revenues through 2015, and
growth is likely to continue beyond 2015 given the company's
aircraft order book.

The benefits of HA's growth strategy include a more diversified
revenue base, improved scale versus some competitors and more
flexibility in deploying aircraft to match demand. So far, HA has
successfully managed the growth strategy, as evidenced by the
financial results and credit profile achieved in the past few
years.

However, Fitch also believes the growth strategy could generate
risks. High capital expenditures for new, larger aircraft will
pressure FCF for the next two years and the aircraft deliveries
will largely be funded with debt. The company must meet revenue
and profit targets to support the higher capacity and debt levels.
With higher international revenues, FX exposure has increased, as
evidenced in the first quarter when the weak Yen had an impact on
the company's results; 50% of the company's FX exposure could be
the Yen, and HA recently began a hedging program. The company is
also adding new employees at a rapid pace, with 500 new hires
planned for 2013, or up more than 10% off the 4,900 employee base
at the end of 2012.

Size vs. Competitors:

HA is the 11th largest airline in the U.S. market. With
approximately $2 billion of revenues in 2012 and a fleet of 44
aircraft, it is much smaller than most of its competitors on both
North American and Asia-Pacific routes. HA has fewer resources to
compete with these larger airlines, and one of the drivers of its
growth strategy is to build more scale. More than 75% of HA's
revenues are from the North American and Asia-Pacific routes on
which the larger players participate. Heavy competition in the
industry could pose a risk to the company's growth strategy. For
example, HA announced that it plans to terminate its service to
Manila as the route has become unattractive due to price
competition.

Geographic Concentration:

While Hawaii is a marquee vacation destination and HA has a solid
position and brand in the market, the company's credit profile
reflects weak geographic diversification, with all of its flights
related to one market. Developments that weaken travel to the
Islands, even temporarily, could have a negative impact on HA's
financial performance.

Partly mitigating this geographic concentration is the unique
position HA has within the Neighbor Islands (travel to and from
the various Hawaiian Islands). With the exit of a key competitor
several years ago, HA was left with a dominant position in the
market (approximately 88% market share). This business serves both
Hawaiian island residents and tourists; an estimated 67% of
traffic is related to local passengers. This segment accounted for
about 24% of HA's revenues in 2012, but the market is mature, so
growth should be modest going forward. There is always the threat
of new entrants into this market, but HA tries to keep prices low
enough to discourage new investment, although it does have good
pricing power in this segment.

Liquidity and Financial Metrics:

Through the past two years of substantial growth, HA has
maintained a financial profile that is consistent with the 'B'
ratings. Liquidity (unrestricted cash of $406 million) was fairly
strong at 21% of revenues at the end of 2012, and the company also
has a $75 million asset based revolving credit facility which had
$69 million of availability at the end of 2012. Fitch expects HA
will maintain this liquidity level over the next few years if it
meets its growth plan. The company has few material unencumbered
assets that could serve as additional sources of liquidity. HA's
financial covenants consist of a fixed charge coverage ratio and
minimum liquidity.

EBITDAR margins of 18.7% - 19.0% in the past two years are also
relatively strong in the industry, and could be considered strong
for the rating. Fitch calculates these margins using all operating
lease rents. Fitch expects margins could trend down slightly in
the next several years, but margins would still remain healthy.
Fitch has some concerns about whether HA's margins could attract
competitors in some areas.

HA's balance sheet debt totaled $661 million at the end of 2012,
and Fitch expects this total will grow by several hundred million
in the next two years to support new aircraft deliveries before
steadying or declining in 2015, depending on the level of cash
generation. Fitch expects HA will have adequate access to the debt
markets to fund its A330 deliveries given the current state of the
aircraft finance market. HA's existing maturity schedule is
reasonably spread out, with required debt and capital lease
payments of approximately $114 million in 2013 and less than $54
million in each of the following two years. Amortization payments
on the expected new debt could increase these required payments
modestly in the next two years.

Leverage, whether Funds from Operations (FFO) Adjusted Gross
Leverage (4.9x in 2012) or Adjusted Debt to EBITDAR (5.1x in
2012), are solid for the recommended ratings. However, the company
must meet its revenue and cash generation targets to keep pace
with expected higher debt levels, thereby keeping the leverage
statistics steady with 2012 levels. Fitch calculates these
leverage metrics by adding all operating lease rents to debt using
an 8-times capitalization factor.

Free cash flow has been break-even or negative in the past three
years as a result of higher capital expenditures. Fitch expects HA
will have significant negative FCF in 2013 and 2014 due to high
capital expenditures for aircraft.

HA's defined benefit pension plans were 56% funded ($184 million
deficit) at the end of 2012, but the company took advantage of
temporary pension relief, reducing minimum required contributions
($14.7 million in 2013).

Fleet Plan:

As of the end of 2012 HA had purchase commitments for 13 Airbus
A330-200's (delivery through 2015, with three already delivered in
2013), six Airbus A350XWB-800's, and four Rolls-Royce spare
engines. The company also recently signed firm orders for 16
Airbus A321neo aircraft for delivery between 2017 and 2020. The
company plans to take delivery of five A330's in both 2013 and
2014, up from two in 2011 and 4 in 2012. HA's Boeing 767's are
gradually being phased out of its fleet. Boeing 717's remain the
core of HA's Neighbor Island business.

Recovery Ratings:

The Recovery Ratings and notching in the debt structure for HA's
unsecured and secured debt (see below) reflect Fitch's recovery
expectations under a scenario in which distressed enterprise value
is allocated to the various debt classes. Most of HA's debt is
secured by aircraft and would likely see substantial recovery in
Fitch's view, as would the company's credit facility, which is
secured by most non-aircraft assets. The unsecured convertible
notes will likely be pressured in a recovery scenario, reflected
in the Recovery Rating (RR) 5 (11-30% recovery). The convertible
notes do not qualify for equity credit under Fitch's rating
criteria.

Rating Sensitivities

Given the significant growth forecast for the next two years, and
the accompanying increase in capacity and debt (particularly in
2014), a positive rating action is unlikely in the next 18 to 24
months. After that, if HA has successfully executed its expansion
into new routes and has maintained its margins and cash
generation, a positive outlook revision or rating action could be
considered.

Various factors could lead to a downward review of the Outlook or
the ratings. Poor execution of the growth strategy, including
lower than expected volume on new routes or operational issues,
could hurt HA's credit profile. Competitor actions, negative
economic developments or demand shocks which hurt load factors
and/or yields could also pressure the company's credit profile.
Cost pressures, particularly from fuel, could also be a catalyst
to review the outlook or the ratings. Overall, Fitch considers the
company's financial profile to be sensitive to slower revenue
growth and margin levels.

Fitch has assigned these ratings:

Hawaiian Holdings, Inc.

-- IDR 'B';
-- Senior Unsecured Convertible Notes 'B-/RR5'.

Hawaiian Airlines, Inc.

-- IDR 'B';
-- Senior 1st Lien Secured Credit Facility 'BB/RR1'.

The Rating Outlook is Stable.


HAYES LEMMERZ: Didn't Breach Union Settlement, Bankr. Court Says
----------------------------------------------------------------
In the adversary complaint UNITED STEEL, PAPER AND FORESTRY,
RUBBER, MANUFACTURING, ENERGY, ALLIED INDUSTRIAL AND SERVICE
WORKERS INTERNATIONAL UNION, et al., Plaintiffs, v. HAYES LEMMERZ
INTERNATIONAL, INC., et al., Defendants, Adv. Proc. No. 11-53881
(MFW) (Bankr. D. Del.), Judge Mary Walrath finds that the parties'
retiree benefits settlement agreement authorized the plaintiff, as
the sponsor and administrator of a healthcare plan, to establish
enrollment provisions of the Plan that were not limited to the
terms of the Settlement Agreement, so long as they do not directly
contravene a provision of the Settlement Agreement.

Commenced by the Unions on Nov. 28, 2012, the Adversary Complaint
asserts that Hayes Lemmerz International Inc, et al. breached a
November 2009 settlement agreement for the modification of retiree
benefits -- by precluding re-enrollment in a healthcare plan.
Under the agreement, Hayes agreed to sponsor at least one
healthcare plan for the Retirees and to establish and fund a
voluntary employees' beneficiary association (VEBA).

Judge Walrath further opined that the restriction on enrollment by
pre-Medicare eligible Retirees is entirely consistent with Hayes'
interpretation of the Settlement Agreement and Plan provisions
which set a date for enrollment by Medicare eligible Retirees --
January 31, 2010 -- and does not permit any re-enrollment if
coverage lapses.

Moreover, as there are no provisions which allow a participant the
right to re-enroll in the Plan once coverage has been terminated,
the Court finds that Hayes' refusal to allow re-enrollment is
consistent with the terms of the Settlement Agreement and Plan
Document.

A copy of Judge Walrath's April 25, 2013 Memorandum Opinion is
available at http://is.gd/9xhiO9from Leagle.com.

                         About Hayes Lemmerz

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC, serves as the Company's financial advisors.  AlixPartners,
LLP, serves as the Company's restructuring advisors.  The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.
As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.

This is the Company's second trip to the bankruptcy court, dubbed
a Chapter 22, which was precipitated by an unprecedented slowdown
in industry demand and a tightening of credit markets.


HEALTHWAREHOUSE.COM INC: Director Quits Due to Disagreements
------------------------------------------------------------
John Backus submitted a letter addressed to the Board of Directors
of HealthWarehouse.com, Inc., on April 29, 2013, in which he
informed the Company of his resignation as director on the Board,
effective immediately.  Mr. Backus was a member of the Board
Compensation Committee.

Mr. Backus stated in his letter that his resignation was due to
certain disagreements with the Company on matters relating to the
following:

    (i) lack of visibility into the operations and management of
        the Company;

   (ii) lack of confidence in the strategic direction the Company
        is pursuing;

  (iii) the approach the Company has used to raise money;

   (iv) the Chief Executive Officer's failure to properly
        communicate with the Board;

    (v) lack of confidence in the CEO's ability to execute a
        successful strategy; and

   (vi) the inability of certain members of the Board to obtain
        information about the performance of the Company.

In his resignation letter, Mr. Backus also described several
specific events related to the foregoing disagreements, and stated
that the Company's management and other Board members were
informed of his concerns.

The Company disagrees with the characterizations and positions
taken by Mr. Backus in the attached letter, including certain
statements that the Company believes to be factually inaccurate.

                      About HealthWarehouse.com

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

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

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

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


HW HEARTLAND: CBRE Inc. Approved as Real Estate Broker
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized HW Heartland, L.P., to employ CBRE, Inc. as real estate
broker in connection with the sale of the Debtor's property.

As reported in the Troubled Company Reporter on April 19, 2013,
the Debtor is the developer and owner of certain tracts of raw
land, developed lots and related assets located in Kaufman County,
Texas, which comprise the residential real estate development
known as "Heartland."  The property is encumbered by liens
acquired by the secured lender, NBH Bank, N.A.

Under the CBRE Listing Agreement, CBRE will develop a
comprehensive marketing strategy, engage prospective purchasers,
coordinate the exchange of due diligence materials with
prospective purchasers, solicit bids from qualified candidates,
and work to arrange a transaction that benefits the Debtor's
estate and all interested parties.

CBRE will receive within a 2% to 3.5% commission of the gross
sales price of the Property dependent upon the final sale price
and whether the transaction requires work with an outside broker.
To the extent that the sales proceeds from the Property are
insufficient to pay CBRE's fully-earned commission, CBRE will be
entitled to payment of the unpaid portion from the other assets of
the estate as an administrative expense claim pursuant to Section
503 of the Bankruptcy Code.  CBRE will be responsible for all
costs and expenses related to consummating the sale of the
Property and will not charge the Debtor upfront for these costs.

CBRE will not be compensated until final consummation of the sale
of the Property, but the CBRE Listing Agreement will provide for a
$40,000 break-up fee to be paid to CBRE in the event a sale is no
longer pursued or consummated by the Debtor.

The Debtor believes CBRE is a "disinterested person," as defined
in Section 101(14) of the Bankruptcy Code and as required by
Section 327(a) of the Bankruptcy Code.

                        About HW Heartland

HW Heartland, L.P., filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-35790) in its hometown in Dallas on Sept. 3, 2012.
The Debtor estimated assets and debts of at least $10 million.
Judge Barbara J. Houser oversees the case.  The Debtor tapped
Stephen M. Pezanosky, Esq., at Haynes and Boone, LLP, in Dallas,
as counsel.  The petition was signed by Lance Fair, authorized
signatory, HW Heartland GP, LLC, the sole general partner of the
Debtor.


INTERFAITH MEDICAL: Proposes Key Employee Retention Plan
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
will convene a hearing on May 13, 2013, at 2 p.m., to consider
Interfaith Medical Center, Inc.'s request to implement a key
employee retention plan for certain of the Debtor's employees.
Objections, if any, are due May 6, at 4 p.m.

The Debtor said the purpose of the KERP is to minimize the risk of
losing certain key employees, motivate the key employees to remain
with the Debtor through at least the effective date of a
reorganization plan for the Debtor, and offer the key employees a
modicum of security in the event their employment is terminated
without cause.

The Debtor's senior management has identified 12 key employees
whose continued loyalty and service is particularly important to
the Debtor's reorganization efforts and has provided for the
retention of those key employees under the KERP.

Under the KERP, each key employee would receive a payment equal to
no more than approximately two months of that employee's annual
compensation, payable upon the earlier of: (a) the effective date
of a chapter 11 plan for the Debtor; or (b) the date of such
key employee's termination without cause.  The Debtor anticipates
that the total cost of the retention payments to the key employees
under the KERP would approximate $300,000, if fully earned.

                 About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.


INTERFAITH MEDICAL: May 13 Hearing on Bid to Continue Using Cash
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
will convene a hearing on May 13, 2013, to consider Interfaith
Medical Center, Inc.'s continued use of the cash collateral of
Dormitory Authority of the State of New York.  The Court has
already entered five interim orders allowing the Debtor to use the
cash collateral.

The Debtor would use the cash collateral to fund the operating
expenses of the Debtor; fund postpetition allowed fees and
expenses incurred by (x) the Debtor's retained professionals, and
(y) any statutory committee.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will (i) provide adequate
protection liens to the prepetition lender; (ii) pay adequate
protection payments; and (iii) grant superpriority administrative.

                 About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman tapped the law firm
of DiConza Traurig LLP, as his counsel.


J AND Y INVESTMENT: To Present Plan for Confirmation on July 12
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
approved on May 3, 2013, the First Amended Disclosure Statement
filed by J and Y Investment LLC for the Debtor's First Amended
Plan of Reorganization dated May 1, 2013.

As a result, the Debtor may now commence solicitations for Plan
votes.  All ballots accepting or rejecting the Plan will be served
on counsel for the Debtor by July 5, 2013, at 5:00 p.m.
Objections to confirmation of the Plan must be filed with the
Court no later than July 5, 2013, at 5:00 p.m.

The hearing to confirm the Plan as well as to consider any timely
filed objections to the Plan will commence on July 12, 2013, at
9:30 a.m.

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

The obligation to the Class 1 secured Lender (BACM 2004-1 320th
Street South, LLC) matures seven years after the Effective Date of
the Plan.  In order to satisfy the Lender's claim in full, the
Debtor will either refinance the Property or sell the Property
prior to that time.

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

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

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

Allowed interests of the Member of the Debtor (Class 6) will
retain such interests following Confirmation but will receive no
distributions on account of such interests (i) if there exists a
default under payments owing to any class, or (ii) the Debtor will
fail to make any payment due on the Effective Date.

A copy of the First Amended Disclosure Statement is available at:

            http://bankrupt.com/misc/jandy.doc124.pdf

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

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


JOHN FORSYTH: Canadian Proceeding Recognized in U.S. Bankr. Court
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has issued an order recognizing the Canadian proceedings of The
John Forsyth Shirt Company Ltd., under Canada's Companies
Creditors Arrangement Act, as a foreign proceeding pursuant to
Section 1517 of the Bankruptcy Code.

BDO Canada Limited is the court-appointed monitor and authorized
foreign representative of the proceedings pending before the
Ontario Superior Court of Justice.

The Court also entered an order making a provisional order
permanent and imposing a stay of all proceedings in the United
States against the monitor or the Forsyth Entities, and the
Forsyth Entities' business, property or assets located in the U.S.
and any attempt to collect thereon or any attempt to terminate
executory contracts.

                        About John Forsythe

John Forsythe and its affiliates are collectively in the business
of manufacturing, distributing, and selling apparel in both Canada
and the United States.  The vast majority of Forsyth's operations
are in Canada.

Forsyth says it acquired PremiumWear, Inc., in 2007 but shut it
down after three years, faced intense competition in the apparel
industry, and saw an increase in labor costs. Adding to its woes,
in late 2012, the Canadian Government stopped a program that
granted the company remission discounts, thus the company became
insolvent.

Forsyth, with the support of its largest secured creditors, Wells
Fargo Capital Finance Corporation Canada and Wells Fargo Capital
Finance, LLC, filed an application under the CCAA before the
Ontario Court, on Feb. 20, 2013, seeking among other things, the
authorization to file of a plan of compromise or arrangement with
their creditors.  The Ontario Court entered the initial order in
the Canadian Proceedings on February 22, 2013.

BDO Canada Limited, as monitor in the CCAA proceedings and as
foreign representative in the U.S., filed a Chapter 15 petition
for John Forsythe and its affiliates (Bankr. S.D.N.Y. Case No.
13-10526).  John Forsythe estimated assets of up to US$10 million
and liabilities of US$10 million to US$50 million in the Chapter
15 petition.

The Forsyth Entities' collective liabilities total approximately
C$17.1 million, approximately C$9 million of which are secured
(including capital lease and mortgage obligations) as of the CCAA
filing.


K-V PHARMACEUTICAL: Investor Group Agrees to Fund Ch.11 Exit
------------------------------------------------------------
Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review,
reports that K-V Pharmaceutical Co. is pursuing an alternative
bankruptcy-exit plan funded by a group of convertible noteholders
that has agreed to invest up to $250 million in exchange for
majority ownership of the pharmaceutical company.

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.


KC HOUSING AUTHORITY: Kansas Judge Ends Receivership
----------------------------------------------------
Lynn Horsley, writing for The Kansas City Star, reports that U.S.
District Judge Dean Whipple last week issued an order returning
the Kansas City Housing Authority to local control.  The court,
however, will continue to monitor the agency during a one-year
transition period.

The report relates that Julie Levin, managing attorney for Legal
Aid of Western Missouri, which filed the original lawsuit alleging
bad management and horrible living conditions, said Judge
Whipple's decision recognizes that the agency is now well run.

The report recounts Ms. Levin filed her class-action lawsuit on
behalf of tenants in 1989, and the Housing Authority entered into
a consent decree in 1991 to fix the deficiencies. But it failed to
follow up, so Judge Whipple took the extreme approach of clearing
out all its employees and putting it into receivership in July
1993.  Since then, with the guidance of a Boston-based receiver,
the agency has renovated or replaced nearly every public housing
unit in Kansas City and has entered into development partnerships
to create new mixed-income and affordable housing projects. It now
provides housing or housing assistance to more than 10,000 low-
income families, with a waiting list of nearly 9,000 families for
public housing and 14,000 families seeking vouchers.

The report notes Judge Whipple's order is the second in recent
months that reduces federal court oversight of Kansas City housing
functions.  In March, the report relates, U.S. District Judge Gary
Fenner signaled he will soon end an eight-year receivership of the
now-defunct Kansas City Housing and Economic Development Financial
Corp.


LAGUNA BRISAS: Hearing on Ch.11 Trustee Continued to June 21
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
continued to June 21, 2013, at 10 a.m., the hearing to consider
the motion to appoint a Chapter 11 trustee for Laguna Brisas LLC.

According to case docket, the parties are ordered to attend
mediation by May 17, 2013.

As reported by the Troubled Company Reporter on April 10, 2013,
Wells Fargo Bank, N.A., as trustee for the registered holders of
Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through Certificates, Series 2006-3 by and through CWCapital
Asset Management LLC, solely in its capacity as Special Servicer
ask the Bankruptcy Court to appoint a Chapter 11 Trustee for
Laguna Brisas, LLC, or, in the alternative, the conversion of the
chapter 11 case to a chapter 7 case.

According to Wells Fargo, the Chapter 11 case was filed in bad
faith on the eve of foreclosure more than five months after a
receiver was appointed by the Orange County Superior Court to
operate the Laguna Brisas Spa & Hotel owned by Laguna Brisas, LLC.
At the time the receiver was appointed, the Hotel was in complete
disrepair, having suffered from years of neglect. The Hotel was
in such bad shape that it was at risk of losing its right to
operate under the Best Western Plus flag, and the Debtor had not
paid certain taxes to the City of Laguna Beach, putting at risk
its license to operate in Laguna Beach.

Wells Fargo notes the Bankruptcy Court took the unusual step of
granting the Lender's Emergency Motion for Order Excusing
Receiver's Compliance with Certain Requirements of Section 543 of
the Bankruptcy Code, expressing serious concerns about the
Debtor's ability to manage the Hotel based on the overwhelming
evidence of mismanagement and improper transfers made by the
Debtor to affiliated hotels owned by the Debtor's principal, Dae
In (Andy) Kim.  Specifically, the Bankruptcy Court ordered the
receiver to continue to operate the Hotel during the pendency of
the Chapter 11 case as a result of various defaults by the Debtor
and its principal prior to the bankruptcy filing, including,
without limitation, (a) the Debtor's admission that it transferred
Lender's cash collateral without the Lender's consent to pay
certain obligations of the Debtor's affiliated hotel entities,
causing the Debtor to default on its obligations to the Lender,
(b) the Debtor's failure to pay certain Transfer Occupancy Taxes,
(c) the Debtor's decision to voluntarily encumber the Lender's
collateral with junior liens in violation of the Loan Documents,
and (d) the Debtor's failure to pass Best Western's quality
assurance inspection -- nearly causing Debtor to lose its Best
Western Plus flag.

Wells Fargo has since discovered that Andy Kim has intentionally
misled the Bankruptcy Court and parties in interest in the
Debtor's bankruptcy schedules and other pleadings filed under
penalty of perjury in the case, and has acted in other ways that
necessitate the appointment of a Chapter 11 trustee.

                        About Laguna Brisas

Laguna Beach, California-based Laguna Brisas LLC, doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Chapman of Rim Hospitality, since Oct. 3, 2011.

The Court approved the employment application of M. Jonathan Hayes
as the Debtor's counsel on May 15, 2012.  On Jan. 1, 2013, M.
Jonathan Hayes merged his practice with Simon & Resnik, LLP to
form the firm of Simon Resnik Hayes LLP.  On April 23, Laguna
Brisas notified the Bankruptcy Court that:

         The Orantes Law Firm, P.C.
         3435 Wilshire Blvd., Suite 1980
         Los Angeles, CA 90010
         Tel: (213) 389-4362
         Fax: (877) 789-5776
         E-mail: go@gobklaw.com

substituted M. Jonathan Hayes of Simon, Resnik & Hayes as
attorney.

Johnny Kim, Esq. -- no relation to the Debtor's insider, "Andy"
Kim -- represents the Debtor as special counsel.

The Debtor disclosed $15,097,815 in assets and $13,982,664 in
liabilities.  The petition was signed by Dae In "Andy" Kim,
managing member.


LAGUNA BRISAS: Hearing on Plan Outline Continued to June 21
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
continued until June 21, 2013, at 10 a.m., the hearing to consider
adequacy of information in the Disclosure Statement explaining
Laguna Brisas LLC's Chapter 11 Plan.

According to the case docket, the Debtor may file a further
amended plan or disclosure statement 21 days prior to continued
hearing.  Any opposition will be filed 14 days prior to the
hearing; and any reply will be filed seven days prior to the
hearing.  The Debtor's exclusivity has expired.

                    Debtor's First Amended Plan

The Debtor filed on Jan. 16, 2013, a First Amended Disclosure
Statement for the First Amended Chapter 11 Plan.  The Plan
provides for the Debtor to reorganize by continuing to operate, to
liquidate by selling assets of the estate, or a combination of
both.  The Debtor will fund the Plan from the income it receives
from the operation of the Hotel.

Wells Fargo has filed a proof of claim asserting a total claim of
$10,697,000 which includes non-default interest of $90,275;
default interest of $121,795; legal fees of $46,413, protective
property advances of $7,178, late charges of $18,246, and
prepayment fee of $1,870,250.  Without the default interest and
prepayment fee, the amount owed is about $8,700,000.

The Debtor has filed an objection to portions of the Wells Fargo
Claim.

Pursuant to the First Amended Chapter 11 Plan, the obligation of
the Debtor to Wells Fargo Bank, will be paid in full, at the
contract interest rate of 6.23 percent, as may be adjusted
pursuant to the terms of the Promissory Note, or approximately
$57,000 per month, starting on the first day of the first month
following the Effective Date, estimated to be May 1, 2013.  The
Debtor will pay WFB a final payment of all amounts owed at the
time on May 1, 2019.

Kay Nam Kim has an estimated claim of approximately $1.2 million.
The Debtor will pay Kay Nam Kim $600,000 on account of his Class 2
Claim as follows: monthly payments of $3,694 for 60 months and a
balloon payment of approximately $557,000 on the fifth anniversary
of the Effective Date.  Until paid in full, the claim will accrue
interest at 6.25% on the amount of $600,000.  The first payment
will be made on the first day of the first month following the
Effective Date, estimated to be May 1, 2013.

The remainder of the total claim of Kay Nam Kim is being paid in
the related bankruptcy case of Andy Kim.  Upon payment of the
$600,000, Kay Nam Kim will re-convey his lien on the Hotel to the
Debtor.

The Debtor intends to object to portions of the Kay Nam Kim.  The
Debtor will amend the Plan to provide for payment in full of the
Kay Nam Kim in the event that the Court denies all or any part of
the Debtor's objection to the Kay Nam Kim.

Holders of General Unsecured Claims will be paid in full, pro-
rata, in monthly installment of $43,000 over 58 months beginning
two months after the Effective Date.  If the objections to the
claims of Wells Fargo and Kay Nam Kim are not successful, the
amount paid to unsecured creditors will be decreased by the amount
required to be paid to Wells Fargo and Kay Nam Kim.

A copy of the First Amended Disclosure Statement is available at:

         http://bankrupt.com/misc/lagunabrisas.doc279.pdf

                        About Laguna Brisas

Laguna Beach, California-based Laguna Brisas LLC, doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Chapman of Rim Hospitality, since Oct. 3, 2011.

The Court approved the employment application of M. Jonathan Hayes
as the Debtor's counsel on May 15, 2012.  On Jan. 1, 2013, M.
Jonathan Hayes merged his practice with Simon & Resnik, LLP to
form the firm of Simon Resnik Hayes LLP.  On April 23, Laguna
Brisas notified the Bankruptcy Court that The Orantes Law Firm,
P.C., substituted M. Jonathan Hayes of Simon, Resnik & Hayes as
attorney.

Johnny Kim, Esq. -- no relation to the Debtor's insider, "Andy"
Kim -- represents the Debtor as special counsel.

The Debtor disclosed $15,097,815 in assets and $13,982,664 in
liabilities.  The petition was signed by Dae In "Andy" Kim,
managing member.


LAGUNA BRISAS: Wants Access to Cash to Pay Special Counsel Fees
---------------------------------------------------------------
Laguna Brisas, LLC, asks the U.S. Bankruptcy Court for the Central
District of California for authorization to use cash collateral to
pay the outstanding fees pursuant to the First Interim Application
of J. Kim, APLC, special counsel for the Debtor, for the period
Aug. 20, 2012, until Feb. 28, 2013.  The Debtor also asks that the
Court direct the receiver to pay the fees out of the receivership
estate.

A June 21 hearing at 10 a.m., has been set.

                        About Laguna Brisas

Laguna Beach, California-based Laguna Brisas LLC, doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Chapman of Rim Hospitality, since Oct. 3, 2011.

The Court approved the employment application of M. Jonathan Hayes
as the Debtor's counsel on May 15, 2012.  On Jan. 1, 2013, M.
Jonathan Hayes merged his practice with Simon & Resnik, LLP to
form the firm of Simon Resnik Hayes LLP.  On April 23, Laguna
Brisas notified the Bankruptcy Court that The Orantes Law Firm,
P.C., substituted M. Jonathan Hayes of Simon, Resnik & Hayes as
attorney.

Johnny Kim, Esq. -- no relation to the Debtor's insider, "Andy"
Kim -- represents the Debtor as special counsel.

The Debtor disclosed $15,097,815 in assets and $13,982,664 in
liabilities.  The petition was signed by Dae In "Andy" Kim,
managing member.


LAKELAND DEVELOPMENT: Withdraws Motion to Use Cash Collateral
-------------------------------------------------------------
Lakeland Development Company notified the U.S. Bankruptcy Court
for the Central District of California that it has withdrawn its
motion for continued use of cash collateral.

The Debtor said it has received cash proceeds from the sale of
assets to Ridgeline Energy Services which are not collateral of
any creditor.  Hence, use of cash collateral at this time is not
required.

As reported in the Troubled Company Reporter on April 2, 2013, the
Debtor sought permission from the Court to make payment from cash
which may be the collateral of 12345 Lakeland LLC of those amounts
of fees and costs sought by the fee applications of Richard T.
Baum and Glickfeld Fields & Jacobson which have been approved by
the Court.

At all hearings, 12345 Lakeland expressed its non-consent to the
use of the cash collateral for the payment of professional fees
and costs incurred in connection with the bankruptcy.

The Debtor said at that time it expected to close the sale of the
17 acre parcels to Ridgeline Energy Services prior to the cash
collateral hearing, in which case only $100,000 of the proceeds
will be the cash collateral of 12345 Lakeland.  This would obviate
the need for the motion.

                    About Lakeland Development

Santa Fe Springs, California-based Lakeland Development Company is
a privately held subsidiary in a family of companies headed by
Energy Merchant Corp.  Lakeland owns the real property located at
12345 Lakeland Road, Santa Fe Springs, California.  The real
property is composed of 10 parcels totaling roughly 55 acres.

Lakeland filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
12-25842) in Los Angeles on May 4, 2012.  Judge Richard M. Neiter
presides over the case.  Lawrence M. Jacobson, Esq., at Glickfeld,
Fields & Jacobson LLP, and The Law Offices of Richard T. Baum,
Esq., serve as the Debtor's counsel.  The petition was signed by
Michael Egner, chief financial officer.


LANCASTER REDEVELOPMENT: S&P Revises Outlook on Bonds to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative on Lancaster Redevelopment Agency (RDA), Calif.'s
tax allocation bonds (TABs), issued for the central business
district (CBD) project area.  At the same time, Standard & Poor's
affirmed its 'B' rating on the RDA.

"We base the outlook revision on our view of a fully funded cash
debt service reserve," said Standard & Poor's credit analyst
Sussan Corson.  "We also base it on the successor agency to the
former Lancaster RDA's practice of meeting a small annual debt
service payment on the CBD TABs with unpledged former housing
revenue instead of drawing on debt service reserves despite
inadequate debt service coverage by pledged CBD project area
revenue," Ms. Corson added.

The rating reflects what S&P views as:

   -- Extremely low 0.3x nonhousing maximum annual debt service
      coverage by pledged net tax increment revenue based on the
      fiscal 2013 assessed value (AV) tax base after senior pass-
      through payments to underlying taxing agencies;

   -- A cumulative 14% drop in total AV for the project area
      between fiscal years 2009 and 2012 and relatively flat
      pledged revenue in fiscal 2013;

   -- A concentrated tax base, with the 10 leading taxpayers
      comprising 37% of incremental AV in the project area; and

   -- A fully funded cash debt service reserve of $122,044.

A first lien on incremental property taxes derived from the CBD
project area, net of housing set-asides and pass-through payments,
secures the bonds.

The stable outlook reflects S&P's view of a fully funded cash debt
service reserve and the successor agency's (SA) practice of
meeting the very small annual debt service payment on the CBD TABs
with unpledged former housing revenue instead of drawing on debt
service reserves despite inadequate debt service coverage by
pledged CBD project area revenue.  The outlook also reflects the
county auditor-controller's estimate of available redevelopment
property tax trust fund in June 2013, which S&P calculates should
be sufficient to fully replenish all debt service reserve and debt
service funds.  Given these factors, S&P don't expect to change
the rating in the next year.  Should project area AV fail to
stabilize or the SA fails to fully replenish the debt service
reserve funds or use additional debt service reserves to meet
semi-annual debt service shortfalls, S&P could lower the rating in
the next year.

Lancaster, with a population of 160,563, is about 65 miles
northeast of Los Angeles in the southwest portion of Antelope
Valley.


LAST MILE: Emmet Marvin Replaces Lowenstein Sandler as Counsel
--------------------------------------------------------------
Last Mile Inc., asks the U.S. Bankruptcy Court for the Southern
District of New York to permit the substitution of the attorneys
Emmet, Marvin & Martin, LLP as its counsel.

According to the Debtor, Lowenstein Sandler's attorney previously
representing the Debtor relocated to Emmet, effective April 15,
2013.  Lowenstein will no longer represent the Debtor in the
Chapter 11 cases.

Kenneth A. Rosen, Esq., Jeffrey A. Kramer, Esq., and
Thomas A. Pitta, Esq., at Lowenstein Sandler, represented the
Debtor as counsel.

                          About Last Mile

Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting
Communications, is a telecommunications services company
delivering advanced Ethernet transport services.  It specializes
in designing, implementing and managing Wide Area Networks that
leverage the power of Internet Protocol to link the customers'
locations securely, efficiently and cost effectively to support
delivery of advanced applications, voice, data and video at
scalable broadband speeds.

Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-14769) on Oct. 12, 2011.  Judge Sean H. Lane presides over
the case.  In its schedules, the Debtor disclosed $11,757,058 in
assets and $23,300,655 in liabilities.

Tracy Hope Davis, the United States Trustee for Region 2, pursuant
to 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of Last Mile Inc., aka Sting Communications.  Halperin
Battaglia Raicht, LLP, serves as counsel for the Committee.


LATTICE INC: Sells Government Contracts to Blackwatch
-----------------------------------------------------
Lattice Incorporated, on April 2, 2013, entered into an Asset
Purchase Agreement with Blackwatch International, Inc., pursuant
to which the Company sold certain government contracts through and
related software, hardware and other assets related to consulting
and other services the Company provided to departments and
agencies of the United States government.

As part of the purchase price, Blackwatch paid the Company
$200,000 and assumed approximately $282,000 owed to former owners
of CLR Group Ltd. outstanding under promissory notes.  The Company
assumed these obligation in connection with its own acquisition of
the outstanding shares of Cummings Creek Capital, Inc.  As part of
the purchase price, Blackwatch also delivered a promissory note
for $700,000 along with a guarantee from James G. Dramby, its
principal.  Under the terms of the Purchase Agreement, Blackwatch
also has agreed to pay 3% of gross revenues received on the
USAF(SVIR) contract for 24 months and also pay up to $100,000 for
each of the next two years in the event the AMC/A6N1 A&AS contract
is rebid successfully and funded.

A copy of the Asset Purchase Agreement is available at:

                        http://is.gd/VImiDh

                        About Lattice Inc.

Pennsauken, New Jersey-based Lattice Incorporated provides
telecommunications services to correctional facilities and
specialized telecommunication service providers in the United
States.

Lattice Incorporated disclosed a net loss of $570,772 on $10.77
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $6.06 million on $11.44 million of revenue for
the year ended Dec. 31, 2011.  The Company's balance sheet at Dec.
31, 2012, showed $4.94 million in total assets, $6.66 million in
total liabilities, $1.84 million in equity attributable to
shareowners of the Company and $120,133 in equity attributable to
noncontrolling interest.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012.  The
independent auditors noted that the Company has a history of
operating losses, has a working capital deficit and requires
additional working capital to meet its current liabilities.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


LEDGEMONT CAPITAL: Seeks Chapter 7 Bankruptcy
---------------------------------------------
Boutique investment bank Ledgemont Capital Group LLC filed for
Chapter 7 bankruptcy (Bankr. D. Del. Case No. 13-11196) on May 3,
estimating between $10 million and $50 million in assets, and
between $1 million and $10 million in liabilities.

According to Reuters, New York-based Ledgemont was a joint
underwriter, along with Russian investment bank Renaissance
Capital, of a scuttled, $460 million initial public offering by
FriendFinder Networks Inc that was originally planned for 2008.

Reuters said FriendFinder Networks, which publishes the adult
magazine Penthouse, eventually went public in 2011 after it named
Imperial Capital and Ladenburg Thalmann & Co as its underwriters.

Ledgemont was founded by Keith Barksdale, who had been with
Donaldson, Lufkin & Jenrette, and Edward Neugeboren, formerly of
Lehman Brothers, according to the firm's website, Reuters related.

Ledgemont also employed Kerry Kittles, a former college basketball
star at Villanova University who played several years with the New
Jersey Nets and Los Angeles Clippers in the National Basketball
Association, Reuters further related.


LEHMAN BROTHERS: TBA Trade Claims Settlement Okayed
---------------------------------------------------
Lehman Brothers Inc.'s trustee received the green light from the
U.S. Bankruptcy Court in Manhattan to settle claims arising from
so-called "to-be-announced" trades.

The claims had been assigned to Barclays Capital Inc. under two
agreements dated Sept. 18, 2008 among the U.K. bank, the Lehman
brokerage and BlackRock Capital Inc.

The settlement would facilitate the return to the Lehman estate
of $2.125 million associated with the trades.  The agreement is
available for free at http://is.gd/MWJig1

                      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: Giants Stadium Wants Access to Documents
---------------------------------------------------------
Giants Stadium LLC asked Judge James Peck to force Lehman
Brothers Holdings Inc.'s brokerage to turn over documents related
to swaps on a $700 million financing of the New Meadowlands
stadium.

Lehman Brothers Inc., the holding company's brokerage arm, was
the broker-dealer on the $700 million in auction-rate bonds
issued by Giants Stadium to finance the construction of the
stadium.

Giants Stadium needs the documents to prove claims it filed
against the holding company tied to the swap deals.  The swap
deals were terminated after Lehman filed for bankruptcy
protection in September 2008.

To note, Giant Stadium has previously asked the Court to compel
discovery from the LBI but said it didn't find what it was
looking for.

Judge Peck will hold a hearing on May 15 to consider approval of
Giants Stadium's request.

                      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: Inks Agreement With Plymouth Park Tax Services
---------------------------------------------------------------
Lehman Brothers Holdings Inc. signed an agreement to permit
Plymouth Park Tax Services, LLC, to exercise its legal rights
against a real property in Bridgeport, Connecticut.

The property secures the mortgage loan obtained by 47-53 Crescent
LLC from Greenpoint Mortgage Funding Inc., which the mortgage
lender eventually assigned to Lehman.

Plymouth asserts a lien on a portion of the property for
delinquent taxes owed by 47-53 Crescent LLC.

The company previously commenced a foreclosure action against the
property in the 2nd Judicial District of Fairfield at Bridgeport.
The foreclosure action was automatically halted by Lehman's
bankruptcy filing.

A full-text copy of the agreement is available without charge at
http://is.gd/8Lx0ZG

                      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: Accord on Bank of Leumi's $40MM Claim Okayed
-------------------------------------------------------------
Judge James Peck approved an agreement that authorizes the filing
of Bank Leumi Le-Israel Ltd.'s $39.895 million claim against
Lehman Brothers Holdings Inc.  The claim amended the bank's
original claim filed in 2009, which asserted $102.170 million.
The agreement can be accessed for free at http://is.gd/DXJ84m

                      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: Trustee Signs Deal to Settle GEPT Claim
--------------------------------------------------------
The trustee for Lehman Brothers Inc. sought and obtained authority
from the U.S. Bankruptcy Court in Manhattan to settle the claim of
General Electric Pension Trust.  Under the agreement, the trust
can assert a $5.8 million general unsecured claim against the
brokerage, down from the $356.6 million it originally wanted.  The
agreement can be accessed for free at http://is.gd/X63tDp

                      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.


LHC LLC: Has Interim Access to Wells Fargo's Cash Collateral
------------------------------------------------------------
The Bankruptcy Court is slated to hold a hearing May 23, 2013, to
consider final approval of LHC LLC's request to use cash
collateral which Wells Fargo, N.A., asserts an interest.

In April, the bankruptcy judge signed off on an agreed interim
order authorizing LHC LLC's interim use the Wells Fargo cash
collateral.  Wells Fargo, not individually, but as successor
trustee under the indenture, consented to the Debtor's use of cash
collateral, solely on an interim basis.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant Wells Fargo replacement
liens upon all assets and property of the Debtor and its estate of
any kind and a superpriority administrative expense claim status,
subject to carve out on certain expenses.  Additionally, the
Debtor will make adequate protection payment in the aggregate
amount of $5,000 per week.

Wells Fargo serves as indenture trustee for bonds used to finance
the construction of the Debtor's Leafs Ice Centre.

As reported by the Troubled Company Reporter on March 11, 2013,
the Debtor said it generates more than sufficient cash flow to
cover all operating, management and other expenses relating to its
business, and that the use of cash collateral will permit it to
sustain business operations and reorganize its financial affairs
through the implementation of a successful plan of reorganization.

The Debtor is obligated under these undertakings: (i) certain
$20 million Sports Facility Bonds (Leafs Hockey Club Project)
Series 2007A and Taxable Series 2007B, issued by and between
Wells Fargo and the Illinois Finance Authority; (ii) certain loan
agreement dated Feb. 1, 2007, by among the Authority, the Debtor
and Leafs Hockey Club, Inc., pursuant to which the proceeds of the
Bonds were loaned by the Authority to the Debtor; and (iii)
certain Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing dated as of Feb. 21, 2007.

Wells Fargo asserts that it holds validly perfected liens and
security interests over substantially all of the Debtor's assets
and properties.

As adequate protection, Wells Fargo is granted: (i) senior
priority replacement liens upon all assets and property of the
Debtor; (ii) an administrative claim; and (iii) payment of
reasonable fees and expenses outside legal and financial advisors
in an aggregate amount of up to $5,000 per week.

                          About LHC, LLC

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

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

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


LHC LLC: Gould & Pakter Approved as Forensic Accountants
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized LHC LLC to employ Michael Pakter and Gould & Pakter
Associates LLC as forensic accountants.  The firm's services
include:

   a. investigation of certain activities that took place
      under the management of CSCG;

   b. reconstruction of incomplete or misstated accounting
      books and records; and

   c. analysis of payments to related parties.

Prepetition, Gould & Pakter was paid $15,000 as an advance
retainer for the representation of the Debtor as its forensic
accountants.

To the best of the Debtor's knowledge, Gould & Pakter does not
hold any interest adverse to the Debtor or the bankruptcy estate
in the matters upon which the firm is to be engaged.

                           About LHC LLC

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

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

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


LHC LLC: Court Approves Crane Heyman as Bankruptcy Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized LHC LLC to employ David K. Welch, Arthur G. Simon,
Scott R. Clar and Jeffrey C. Dan and the law firm of Crane,
Heyman, Simon, Welch & Clar as bankruptcy counsel to, among other
things:

   a. prepare necessary applications, motions, answers,
      orders, adversary proceedings, reports and other legal
      papers;

   b. provide the Debtor with legal advice with respect to
      its rights and duties involving its property as well as
      its reorganization efforts herein; and

   c. appear in court and to litigate whenever necessary.

Prior to the Chapter 11 filing, the firm was paid $111,653 as an
advance retainer for its representation of the Debtor.

To the best of the Debtor's knowledge, the firm does not hold any
interest adverse to the Debtor or the bankruptcy estate in the
matters upon which they are to be engaged.

                           About LHC LLC

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

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

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


LHC LLC: Files Schedules of Assets and Liabilities
--------------------------------------------------
LHC LLC filed with the U.S. Bankruptcy Court for the Northern
District of Illinois its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property              $228,913
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $21,211,029
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $156,163
                                 -----------      -----------
        TOTAL                       $228,913      $21,367,192

A copy of the schedules is available for free at
http://bankrupt.com/misc/LHC_LLC_sal.pdf

                          About LHC LLC

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

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

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


LIGHTSQUARED INC: Has Interim FCC Approval to Share Spectrum
------------------------------------------------------------
Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reports that the Federal Communications Commission said
LightSquared could temporarily share a band of wireless spectrum
to test whether its mobile network can coexist with federal
authorities' use of that space.

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

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

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


LOUISIANA-PACIFIC CORP: Moody's Raises SGL Rating to SGL-1
----------------------------------------------------------
Moody's Investors Service raised Louisiana-Pacific Corporation's
Speculative Grade Liquidity (SGL) Rating to SGL-1, from SGL-2, due
to the company's strong cash position.

Moody's has taken the following rating action:

Speculative Grade Liquidity Rating -- SGL-1, from SGL-2

Ratings Rationale:

The SGL-1 speculative grade liquidity rating reflects LP's strong
liquidity. The company's primary source of liquidity is its cash
that stood at approximately $561 million on March 31, 2013 (net of
restricted cash). The company also has no borrowings under its
$100 million committed asset-based credit facility (the ABL),
which will mature in October 2016. The availability under the ABL
credit facility is subject to a borrowing base and contains a
covenant requiring the company to maintain a fixed charge coverage
ratio of at least 1.1 to 1.0 at any time that the company's unused
borrowing base capacity falls below $15 million. The availability
under the ABL was about $92 million on March 31, 2013 (net of
letter of credit usage). Moody's estimates free cashflow of
approximately $100 million over the next year. The company has no
significant debt maturities over the next 12 months.

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

Headquartered in Nashville, Tennessee, LP is a leading
manufacturer and distributor of wood-based building materials. It
is North America's largest producer of OSB (oriented strand board)
with an approximate 22% market share (based on production). Most
of LP's products are used in new home construction, repair and
remodeling and manufactured housing.

On May 7, 2012, Moody's affirmed Louisiana-Pacific Corporation's
Ba3 corporate family rating and assigned a B1 senior unsecured
rating to the company's proposed $300 million senior unsecured
notes due 2020. LP's Speculative Grade Liquidity rating is SGL-2
and the rating outlook remains stable.


LPL HOLDINGS: Moody's Rates Proposed $237-Mil. Term Loan 'Ba2'
--------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 Corporate Family Rating
of LPL Holdings, Inc. in anticipation of the company's debt
refinancing. Moody's also assigned a Ba2 rating to the proposed
new term loan. The rating outlook for LPL remains stable.

Ratings Rationale:

LPL is the largest independent retail brokerage firm in the United
States with 13,300 financial advisors while managing $394 billion
in clients' assets as of March 31, 2013. The scale of LPL's
franchise and favorable long-term industry trends have allowed LPL
to produce sufficient and predictable operating earnings relative
to its debt service requirements. Moody's said that LPL has
achieved consistent growth in revenues and operating earnings that
have resulted in significant cash flow deleveraging since its
buyout in 2005.

At the same time, the proposed $237 million increase in term debt
will be primarily used for general corporate purposes and
potentially share repurchases over next several quarters. This
will temporarily reverse LPL's trend of cash flow deleveraging.
LPL faces other challenges including a tangible equity deficit
that will increase as a result of the debt add on, modest
operating profitability relative to non-independent broker dealer
peers, as well as a high dependency on annuity and mutual fund
commissions - asset classes that may be threatened by less
expensive investment alternatives (e.g. ETF index funds). Lastly,
Moody's noted that LPL, like all brokers with a fiduciary
responsibility, is vulnerable to regulatory or litigation risk.
Although the company's compliance record and function have been
solid, any problems that expose LPL to material financial or
reputational damage would be negative for the company.

Despite the uptick in cash flow leverage, Moody's expects LPL's
credit metrics to resume their gradual improvement over the medium
term. LPL operating profitability should continue to benefit from
a continued addition of brokers to LPL's platform, a gradual
increase in broker productivity as they transition their business
from legacy firms, and a steady stream of asset-based revenue on
approximately $371 billion of non-cash client assets.

In addition, over the medium to longer-term, rising interest rates
should increase the interest income and fee revenue LPL generates
from more than $20 billion in customer cash assets. However,
Moody's also noted that given LPL's increased debt levels, the
firm could also be exposed to substantially higher debt service
costs if rates were to rise significantly. Moody's noted that LPL
has been successful in generating consistent and significant
operating cash even under recent moderate customer trading volumes
and the ongoing low interest rate environment.

This is an important credit strength for the firm. However, the
firm is also an active acquirer, and has often used debt to
finance its acquisitions. Moody's said that any material debt
financed acquisition could lead to a spike in cash flow leverage,
which would put downward pressure on the ratings.

The principal methodology used in this rating was Global
Securities Industry Methodology published in December 2006.

For the first quarter ended on March 31, 2013, LPL reported $975
million in net revenue and $55 million in net earnings.


LSI RETAIL: Allen & Vellone Approved as Special Counsel
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
LSI Retail II, LLC, et al., to employ Allen & Vellone, P.C. as
special counsel.

As reported in the Troubled Company Reporter on April 10, 2013,
each of the Debtors will employ Allen & Vellone because of the
extent of anticipated litigation services required in the
proceedings, including, but not limited to, Rule 2004 examinations
and potential motions pertaining to dismissal, relief from stay
and the validity, priority and extent of liens.

The hourly rates of Allen & Vellone professionals are:

       Patrick D. Vellone            $410
       Matthew M. Wolf               $290
       Mark A. Larson                $250
       Jennifer E. Schlatter         $235
       Elizabeth M. Bryans           $230
       Tatiana G. Popacondria        $185
       Antonio L. Converse           $190
       Law Clerk                     $120
       Paralegal                     $120

Allen & Vellone received an initial retainer prepetition from LSI
Retail in the amount of $25,000. Allen & Vellone has applied
$4,662.71 of the retainer to prepetition services performed. Allen
& Vellone is presently holding retainer funds in the amount of
$20,337.29 in its client trust account on behalf of LSI Retail.

Allen & Vellone received an initial retainer prepetition from
Conifer in the amount of $10,000. The entire amount of the initial
retainer was exhausted prepetition. Allen & Vellone received a
second retainer prepetition from Conifer in the amount of $25,000.
Allen & Vellone has applied $4,662.71 of the second retainer to
prepetition services performed. Allen & Vellone is presently
holding retainer funds in the amount of $20,337.29 in its client
trust account on behalf of Conifer.

Allen & Vellone also received an initial retainer prepetition from
LSI Ltd. in the amount of $25,000. Allen & Vellone has applied
$4,662.71 of the retainer to prepetition services performed. Allen
& Vellone is presently holding retainer funds in the amount of
$20,337.29 in its client trust account on behalf of LSI Ltd.

To the best of Allen & Vellone's knowledge, neither the firm nor
its employees hold or represent any interest adverse to the
Debtors and the bankruptcy estates, and each is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                     About Land Securities

Land Securities Investors, Ltd., LSI Retail II, LLC, and Conifer
Town Center, LLC, sought Chapter 11 protection (Bankr. D. Colo.
Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29,
2013.  Land Securities disclosed $46,978,954.37 in total assets
and $29,616,097.77 in total liabilities.

The Debtors are real estate developers and investors.

In March 2013, Richard A. Wieland, U.S. Trustee for Region 19,
notified the Bankruptcy Court that he was unable to appoint an
official committee of unsecured creditors because there were too
few unsecured creditors who are willing to serve on the creditors'
committee in the Chapter 11 cases of LSI Retail II, LLC, et al.


LSI RETAIL: Court Sets May 20 as Claims Bar Date
------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado established
May 20, 2013, as the last day for any individual or entity to file
proofs of claim against LSI Retail II, LLC, et al.

Government proofs of claim are due by Oct. 1.

Land Securities Investors, Ltd., LSI Retail II, LLC, and Conifer
Town Center, LLC, sought Chapter 11 protection (Bankr. D. Colo.
Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29,
2013.  Land Securities disclosed $46,978,954.37 in total assets
and $29,616,097.77 in total liabilities.

The Debtors are real estate developers and investors.

The Office of the U.S. Trustee for Region 19 said that it was
unable to appoint an official committee of unsecured creditors.


LSI RETAIL: State Farm Consents to Use of Cash Collateral
---------------------------------------------------------
LSI Retail II, LLC, et al., ask the Bankruptcy Court to approve a
stipulation authorizing the use of cash collateral.  The
stipulation was entered between the Debtor and State Farm Life
Insurance Company.

State Farm alleges that as of the Petition Date, the Debtor owed
State Farm under the loan documents in the outstanding principal
amount of $12,686,611, plus accrued and accruing interest, late
fees, attorneys' fees and costs and other amounts set forth in the
loan documents.

LSI Retail said it requires the continued use of State Farm's cash
collateral to operate its ongoing business.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant State Farm a
replacement blanket lien on the Debtor's postpetition non-cash and
cash collateral assets, and an administrative priority claim.

                     About Land Securities

Land Securities Investors, Ltd., LSI Retail II, LLC, and Conifer
Town Center, LLC, sought Chapter 11 protection (Bankr. D. Colo.
Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29,
2013.  Land Securities disclosed $46,978,954.37 in total assets
and $29,616,097.77 in total liabilities.

The Debtors are real estate developers and investors.

The Office of the U.S. Trustee for Region 19 said that it was
unable to appoint an official committee of unsecured creditors.


MAGNETATION LLC: S&P Assigns 'B-' CCR & Rates $325MM Notes 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
corporate credit rating to Grand Rapids, Minn.-based Magnetation
LLC.  The outlook is stable.

At the same time, S&P assigned a 'B-' (the same as the corporate
credit rating) issue-level rating to Magnetation LLC's proposed
$325 million senior secured notes co-issued by Magnetation LLC and
Mag Finance Corp.  The recovery rating on the proposed notes is
'4', indicating S&P's expectation for average (30% to 50%)
recovery in the event of payment default.

"The 'B-' corporate credit rating on Magnetation LLC, an iron ore
joint venture between Magnetation Inc. and AK Steel Corp.,
reflects our view of the company's 'vulnerable' business risk
profile and its 'highly leveraged' financial risk profile," said
Standard & Poor's credit analyst Megan Johnston.

In S&P's view, the company's vulnerable business risk stems from
its exposure to volatile iron ore prices, high customer
concentration, and the execution risks inherent in bringing two
plants into production on time and on budget.

In S&P's view, these risks are offset by Magnetation's low-cost
position relative to other North American iron ore producers and
long-term off-take agreements with customers.

The rating outlook is stable, reflecting S&P's belief that
Magnetation LLC will maintain adequate liquidity while it brings
its new pellet and concentrate plants online, despite estimated
leverage in excess of 8x for the next two years.  The rating and
stable outlook also anticipates that AK Steel will contribute
about $150 million in equity payments to Magnetation LLC over the
next two years.

S&P could lower the ratings if the company's liquidity position
deteriorates such that it deems it to be "less than adequate".
This could occur if the company ran into delays, cost overruns, or
operating difficulties in opening and operating its two new
plants.

S&P views an upgrade as unlikely during the next two years due to
the high capital spending related to the completion of its two
plants; however, S&P would consider raising the ratings if
leverage fell to below 5x and the company's liquidity position
strengthened.

The notes are being sold pursuant to Rule 144A without
registration rights.  The company plans to use proceeds from the
proposed notes to fund its interest escrow account, repay existing
indebtedness, and for general corporate purposes, including
capital expenditures related to the construction of two plants.

Magnetation LLC plans to build a pellet plant to supply iron ore
pellets to AK Steel Corp., and an additional concentrate plant to
provide raw materials to the proposed pellet plant.


MAMMOTH RESOURCE: Trustee May Avoid Assignment of Oil, Gas Stakes
-----------------------------------------------------------------
In the adversary proceeding ROBERT W. LEASURE, AS TRUSTEE OF
MAMMOTH RESOURCE PARTNERS, INC., MAMMOTH FIELD SERVICES, INC. AND
MAMMOTH RESOURCES, LLC Plaintiffs. v. DANIEL R. NORTHCUTT
Defendant, AP No. 12-01050 (Bankr. W.D. Ky.), Judge Joan A. Lloyd
granted the Trustee's Motion for Partial Summary Judgment on Count
I and denied the Defendant's Cross-Motion for Summary Judgment in
a May 3, 2013 Memorandum Opinion available at http://is.gd/LusAsB
from Leagle.com.

The Mammoth Entities filed for bankruptcy on Sept. 8, 2010.

Daniel Northcutt is an officer of Mammoth Resource Partners, Inc.
and a member of Mammoth Resources, LLC, which is the owner of
certain oil and gas interests.  In March 2007, LLC and Mr.
Northcutt entered into a Blanket Assignment and Conveyance of
Override and/or Working Interest in Oil and Gas, which assigned
Mr. Northcutt a portion of certain oil and gas interests.  He
received funds from the Debtors on account of the interests
assigned.

Filed on Dec. 5, 2012, the Adversary Proceeding seeks, among other
things, to avoid the conveyance evidenced by the Assignment and to
avoid the transfer of funds to Mr. Northcutt made pursuant to the
Assignment.

The Trustee sought summary judgment on Count I of his Complaint on
the basis that the Assignment is void pursuant to 11 U.S.C. Sec.
544(a)(3) because the Assignment was unrecorded.  Mr. Northcutt
contended that he is entitled to summary judgment on the basis
that (i) the statue of limitations for the Trustee to bring an
action bars the claims in the Complaint, and (ii) the Trustee
failed to cite binding authority to support his avoidance claims.

Judge Lloyd held that the trustee, pursuant to 11 U.S.C. Sec.
544(a)(3), has the status of a bona fide purchaser of real
property and may avoid a transfer from the debtor, if a bona fide
purchaser of real property could avoid it.  The judge added that
because Mr. Northcutt did not record the Assignment, the Trustee
had no constructive notice of the Assignment and may avoid it.

Judge Lloyd also held that the action was timely commenced, as the
Trustee requested and received from the Court an extention to file
avoidance action through Aug. 21, 2013.


MANIHAN LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Manihan, LLC
        804 Encampment Court
        Myrtle Beach, SC 29579

Bankruptcy Case No.: 13-02680

Chapter 11 Petition Date: May 5, 2013

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: Hon. John E. Waites

Debtor's Counsel: Robert A. Pohl, Esq.
                  POHL, P.A.
                  P.O. Box 27290
                  Greenville, SC 29616
                  Tel: (864) 361-4827
                  Fax: (864) 558-5291
                  E-mail: robert@pohlpa.com

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

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

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

The petition was signed by George Andrew ("Drew") Manios, manager.


MEMPHIS C STORE: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Memphis C Store LLC
        4861 Austin Peay Highway
        Memphis, TN 38135

Bankruptcy Case No.: 13-24730

Chapter 11 Petition Date: May 2, 2013

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Hon. David S. Kennedy

Debtor's Counsel: David James Fulton, Esq.
                  SCARBOROUGH, FULTON & GLASS
                  701 Market Street, Suite 1000
                  Chattanooga, TN 37402
                  Tel: (423) 648-1880
                  E-mail: djf@sfglegal.com
                          angie@sfglegal.com

Scheduled Assets: $713,204

Scheduled Liabilities: $1,764,801

A list of the Company's four largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/tnwb13-24730.pdf

The petition was signed by Niraj Sheth, chief manager.


MF GLOBAL: Chapter 11 Trustee Files Cash Collateral Budgets
-----------------------------------------------------------
Pursuant to the Final Cash Collateral Order, Louis Freeh, the
Chapter 11 trustee for MF Global Holdings Ltd. and its debtor
affiliates submitted to Judge Martin Glenn of the U.S. Bankruptcy
Court for the Southern District of New York cash collateral
budgets approved in April 2013.

The Chapter 11 trustee expected to have $8 million in cash
available for use for the week ending May 10, 2013, and $7.75
million for the week ending May 17, 2013.  Schedules of the Cash
Collateral Forecast are available for free at http://is.gd/jXZXWw

                          About MF Global

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

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

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

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

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

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

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

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

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

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

At a hearing on April 5, 2013, the Bankruptcy Court approved MF
Global Holdings' plan to liquidate its assets.  Bloomberg News
reported that the court-approved disclosure statement initially
told creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


NANTICOKE MEMORIAL: S&P Raises Rating on Revenue Bonds to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating and
underlying rating (SPUR) to 'BB+' from 'BB' on Delaware Health
Facilities Authority's $47.8 million series 2002A and 2002B
revenue and refunding bonds, issued for Nanticoke Memorial
Hospital.

At the same time, Standard & Poor's assigned its 'BB+' long-term
rating to the authority's $46.1 million series 2013 bonds to be
issued on behalf of Nanticoke.  S&P understands the series 2013
bonds will current refund the series 2002A and 2002B bonds for
cost savings.  The outlook is stable.

"The upgrade reflects our view of Nanticoke's continued positive
operating trends through interim 2013, which have built on the
hospital's return to positive operating performance in fiscal 2012
resulting from management's cost-containment efforts, revenue-
cycle initiatives, and physician-recruitment efforts," said
Standard & Poor's credit analyst Avani Parikh.  These initiatives
contributed to increased volumes, and, all together, have resulted
in increased unrestricted reserves and improved balance sheet
metrics consistent with the higher rating.

"The stable outlook reflects our expectation that Nanticoke will
maintain at least stable volumes, improved level of unrestricted
reserves, good market position, and positive operating performance
for fiscal 2013 in line with budgeted expectations through
management's focus on expense reductions and revenue-cycle
improvements," added Ms. Parikh.  "Consequently, we expect
Nanticoke to maintain its good pro forma maximum annual debt
service coverage and continue to improve its balance sheet metrics
based on expected limited capital expenditures for the next few
years."

The 'BB+' rating reflects S&P's view of Nanticoke's limited
revenue flexibility, moderately high leverage, concentration of
inpatient admissions among a small number of admitters, and
challenging payor mix, with approximately 70% of revenues derived
from Medicare and Medicaid.


NIELSEN HOLDINGS: Moody's Keeps Ba3 CFR & Alters Outlook to Pos.
----------------------------------------------------------------
Moody's Investors Service changed Nielsen Holdings N.V.'s rating
outlook to positive from stable following the company's
announcement that it signed a definitive agreement to sell its
Expositions trade show business to Onex Corporation for $950
million.

Nielsen plans to utilize the net proceeds to mitigate about 70% of
the borrowing needs related to its pending $1.3 billion Arbitron
Inc. acquisition. The rating outlook change to positive reflects
that de-leveraging resulting from the Expositions business sale,
projected earnings growth and additional debt repayment have the
potential to reduce Nielsen's debt-to-EBITDA leverage
(approximately 4.7x LTM 3/31/13 incorporating Moody's standard
adjustments and pro forma for the Arbitron acquisition and
Expositions sale) to a level approaching 4x by the end of 2014.
This is a leverage range Moody's previously indicated could
position the company for an upgrade. Moody's also affirmed
Nielsen's Ba3 Corporate Family Rating and assigned a SGL-3
speculative-grade liquidity rating.

Nielsen's trade show business has a high margin and growth
prospects in a recovering economy, but is vulnerable to shifts in
exhibitor spending that made the business much more cyclical than
Nielsen's remaining operations. Moody's believes Arbitron is a
better strategic fit for Nielsen with cost and revenue
opportunities with the company's Watch segment. The incremental
earnings and strategic opportunities from Arbitron, and the
capability to help fund and limit the net increase in debt-to-
EBITDA leverage on the Arbitron acquisition to roughly 0.1x more
than offset the modest loss of earnings (approximately 3% of
revenue and 6% of EBITDA, prior to corporate overhead for LTM
3/31/13) from the Expositions sale.

Affirmations:

Issuer: Nielsen Holdings N.V.

Corporate Family Rating, Affirmed Ba3

Probability of Default Rating, Affirmed Ba3-PD

Issuer: Nielsen Finance LLC

Senior Secured Bank Credit Facility (Revolver) due Apr 1, 2016,
Affirmed Ba2, LGD3 - 31%

Senior Secured Bank Credit Facility (Class D Term Loan) due Feb
2, 2017, Affirmed Ba2, LGD3 - 31%

Senior Secured Bank Credit Facility (Class E Term Loan) due May
1, 2016, Affirmed Ba2, LGD3 - 31%

Senior Secured Bank Credit Facility (Class E Euro Term Loan) due
May 1, 2016, Affirmed Ba2, LGD3 - 31%

Senior Unsecured Regular Bond/Debenture due Feb 1, 2014,
Affirmed B2, LGD5 - 85%

Senior Unsecured Regular Bond/Debenture due Oct 15, 2018,
Affirmed B2, LGD5 - 85%

Senior Unsecured Regular Bond/Debenture due Oct 1, 2020,
Affirmed B2, LGD5 - 85%

Assignments:

Issuer: Nielsen Holdings N.V.

Speculative Grade Liquidity Rating, Assigned SGL-3

Outlook Actions:

Issuer: Nielsen Holdings N.V.

Outlook, Changed To Positive from Stable

Issuer: Nielsen Finance LLC

Outlook, Changed To Positive from Stable

Ratings Rationale:

Nielsen's Ba3 CFR reflects Moody's view that the company maintains
strong international business positions in the measurement and
analysis of consumer purchasing behavior and media and marketing
information that is protected by high entry barriers. Revenue is
generated from long-standing contractual relationships with
consumer product companies, media and advertisers, and benefits
from the company's status as a source of independent benchmark
information. The effect of cyclical spending shifts by clients is
dampened by the importance of the information and analysis Nielsen
provides, and revenue tends to hold up well in periods of economic
stress. Increasing competition and changes in consumer buying
habits and advertising/marketing delivery channels due to
technology advancements are a risk with the pace of change likely
to accelerate. However, Moody's believes Nielsen is well-
positioned to broaden the coverage of its product and service
offerings to encompass new media channels.

Moody's expects Nielsen can manage costs and build on its track
record to deliver continued solid revenue performance and steady
profit growth despite a challenging operating environment in its
"Buy" division. The exit strategy of the consortium of private
equity investors (holding approximately 52% of the shares and five
of the 11 board seats) that led the 2006 leveraged-buyout as well
as the proclivity of such investors to utilize debt and cash flow
to fund shareholder distributions creates event risk. To that end,
Nielsen's initiation of a $0.16 per share quarterly dividend in
2013's first quarter (roughly 33% payout of CFO less capex) is
aggressive and will consume cash that could otherwise be used to
reduce debt or for acquisitions. However, Nielsen's goal of
achieving an investment-grade credit profile suggests the company
will manage shareholder distributions including the dividend in a
manner that allows for continued leverage reduction. Moody's
believes Nielsen's cash flow generation provides capacity to make
steady de-leveraging progress and projects the company will reduce
debt-to-EBITDA leverage to a low 4x range by the end of 2014.

Nielsen's SGL-3 speculative-grade liquidity rating reflects the
company's adequate liquidity position to fund the remaining
portion of the Arbitron acquisition not covered by net proceeds
from the Expositions business sale. The company's existing cash
($233 million as of 3/31/13), $300-$350 million of free cash flow
(after dividends) projected by Moody's, $567 million of unused
capacity (net of drawdowns and letters of credit) on the $635
million revolver expiring April 2016, and the $925 million
expected net proceeds from the Expositions sale provide modest
coverage of the $1.3 billion Arbitron acquisition, approximately
$90 million of required term loan amortization over the next 12
months, and the $214.5 million February 2014 note maturity,
factoring in cash flow seasonality.

Nielsen has financing commitments in place to cover the Arbitron
purchase price. Because the commitments are subject to customary
closing conditions, such financing is not factored into the SGL
analysis. However, Moody's expects to upgrade the liquidity rating
to SGL-2 from SGL-3 once permanent Arbitron financing is put in
place or the commitment is funded. The commitment is available on
a senior unsecured basis and pari passu with the company's
existing senior unsecured debt.

The positive rating outlook reflects Moody's expectation that
Nielsen will deliver operating results broadly in line with its
2013 guidance (4-5% revenue growth and 40-60 basis points EBITDA
margin improvement) and that shareholder distributions and
acquisitions are managed such that the company remains on a
deleveraging trajectory. Moody's assumes in the rating outlook
that the U.S. and global economies continue to expand modestly.

Downward rating pressure could occur if debt-to-EBITDA leverage
were to exceed 5.0x or free cash flow generation weakens through
deterioration in operating performance, significant acquisitions,
or shareholder distributions. The ratings could be downgraded or
the outlook changed to stable if Nielsen adopts more aggressive
financial policies including a move away from its intention to
continue de-leveraging and stated goal of achieving an investment-
grade credit profile. A deterioration of liquidity could also
create downward rating pressure.

An upgrade would require steady and growing earnings performance
paired with de-leveraging such that debt-to-EBITDA is moving
towards 4.0x and free cash flow generation is meaningful on a
sustained basis. Moody's would need to be comfortable that Nielsen
has the willingness and capacity to manage to these tighter credit
metrics after incorporating potential future transactions such as
the eventual exit of its private equity holders. Nielsen would
also need to maintain a good liquidity position including an
expectation by Moody's that significant maturities from 2016-2018
can be managed within free cash flow generation and likely
refinancing actions.

The principal methodology used in rating Nielsen was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Nielsen, headquartered in Diemen, The Netherlands and New York,
NY, is a global provider of consumer information and measurement
services that operates in approximately 100 countries. Nielsen's
Buy segment (61% of FY 2012 revenue) consists of two operating
units: (i) `Information', which includes retail measurement and
consumer panel services; and (ii) `Insights', which provides
analytical services for clients. The Watch segment (36% of
revenue) provides viewership data and analytics across television,
online and mobile devices for the media and advertising
industries. The company announced the sale of its Expositions
segment (3% of revenue; an operator of largely US-based trade
show, event and conference activities) for $950 million in May
2013. Revenue for the 12 months ended March 2013 was approximately
$5.9 billion excluding Expositions and including Arbitron.


NEWQUEST HEALTH: S&P Corrects Rating by Withdrawing 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it corrected its
rating on NewQuest Health Solutions LLC by withdrawing its 'B'
long-term counterparty credit rating.  The rating should have been
withdrawn in March 2006 along with its former parent company
NewQuest Inc.  NewQuest Health Solutions LLC currently exists
under the name NewQuest LLC as an intermediate holding company
within the CIGNA Corp. organization.


NIELSEN HOLDINGS: Fitch Affirms 'BB' Issuer Default Ratings
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDR) of
Nielsen Holdings, N.V., and Nielsen Finance LLC and Nielsen
Finance Co. (collectively, Nielsen Finance) at 'BB'. The Rating
Outlook has been revised to Positive from Stable. The Outlook
revision reflects Fitch's expectations that Nielsen's credit
profile may be consistent with a higher rating within the next 12
to 24 months.

On May 6, 2013, Nielsen agreed to sell the Expositions segment
(Nielsen Business Media) to an affiliate of Onex Corporation for
cash consideration of $950 million. Nielsen estimates $925 million
in net proceeds (net of transaction costs; the transaction is tax
free). Nielsen expects the deal to close in Q2 2013 and is subject
to customary closing conditions. Either party may terminate the
purchase agreement if the transaction is not consummated by Aug.
16, 2013. Also, under certain termination conditions, Nieslen
would be entitled to a termination fee of $61.8 million.

Nielsen's Expositions segment accounts for 3% and 6% of total
revenue and EBITDA, respectively. Fitch expects the proceeds from
the sale will be used to fund a meaningful portion of the Arbitron
acquisition.

On Dec. 18, 2012, Nielsen announced a definitive agreement to
acquire Arbitron Inc. The transaction is valued at approximately
$1.3 billion and will be funded entirely with cash/new debt.
Nielsen noted that it had obtained commitments to fund the
transaction. The transaction is expected to close as soon as
customary closing conditions are met and regulatory review is
completed. Fitch had revised the company's Outlook to Stable from
Positive due to the announced acquisition on Dec. 19, 2012. Fitch
expected the company's de-leveraging to be slowed by the
additional debt and that the credit profile would not be
consistent with a higher rating in the near term.

Fitch believes the use of proceeds from the sale of the Exposition
business towards the acquisition of Arbitron to be a positive to
the credit profile. The reduced debt funding requirements to
complete the Arbitron acquisition improves Nielsen's pro forma
credit metrics. Fitch calculates pro-forma unadjusted gross
leverage of approximately 4.1x (pro forma for the sale of
Exposition and acquisition of Arbitron). Fitch previously expected
pro forma leverage of around 4.6x.

Fitch believes Nielsen will be able to continue to reduce gross
leverage levels as Fitch expects EBITDA will grow in the low- to
mid-single digits over the next two years, coupled with mandatory
debt amortization payments. Fitch may consider a one notch upgrade
within the next 12 to 24 months.

Nielsen has publicly stated its goal to reach investment grade,
and has set a net leverage target of 2.75 to 3.0x. Fitch believes
that this target range could be commensurate with an investment
grade rating, assuming operational performance and market position
has not materially changed and Fitch is comfortable with the
remaining private equity ownership/influence. Nielsen has
instituted a quarterly dividend of $0.16 a share, approximately
$240 million per annum, which can be accommodated by the company's
cash flow generation.

Fitch expects Nielsen to generate free cash flow (FCF) in the $300
million-$400 million range per annum over the next several years
(without adjusting for the Arbitron Inc. acquisition). This will
provide Nielsen with the financial flexibility to satisfy
mandatory debt amortization, make small acquisitions, and
institute balanced shareholder-friendly programs.

KEY RATING DRIVERS

-- Nielsen was much more resilient during the downturn than other
   media companies, given the contractual and diversified nature
   of its revenue stream and the benign competitive environment.
   The company exhibited revenue and EBITDA growth, as well as
   positive FCF, through the trough of the downturn.

-- Nielsen's Watch and Buy businesses are well positioned in
   Their respective markets. The ratings reflect the risk that
   competitive threats may emerge over time. Increased
   competition could result in revenue pressure (lost share),
   incremental costs (talent/sales/services), and some FCF
   pressure (investments in offerings). However, the complexity
   and significant investments associated with attempting to
   replicate Nielsen's offerings create meaningful barriers to
   entry.

Fitch believes Nielsen's liquidity is sufficient. At March 31,
2013, liquidity was composed of $233 million of cash on hand and
$567 million available under the $635 million senior secured
revolver due in 2016. In the 12 months ended March 31, 2013, Fitch
calculates the company generated $435 million of FCF.

Total debt at March 31, 2013 was approximately $6.3 billion,
consisting primarily of $4.1 billion in secured term loans; $215
million of senior unsecured notes due 2014; $1.1 billion of senior
unsecured notes due 2018; and $800 million of senior unsecured
notes due 2020. The company has been active in managing its near-
term maturities, and they are manageable over the next several
years. Fitch calculates unadjusted gross leverage as of March 31,
2013 at approximately 4x.

The notching on Nielsen Finance's senior secured debt reflects the
security provided to the lenders.

RATING SENSITIVITIES

What Could Trigger a Rating Action

Positive: Continued improvement in operating trends with gross
leverage less than 4x (pro forma for the sale of Exposition and
acquisition of Arbitron) over the next 12-24 months could result
in a one-notch upgrade.

Negative: Additional debt-funded acquisitions that materially
increased leverage, or shareholder-friendly policies that
increased debt in the near term, and kept pro forma unadjusted
gross leverage above 4.5x, would pressure the ratings. In
addition, ratings may be pressured if competitive threats emerge
and take a meaningful share of Nielsen's market position.

Fitch has affirmed the following ratings:

Nielsen

-- IDR at 'BB'.

Nielsen Finance

-- IDR at 'BB';
-- Senior secured bank facility at 'BB+';
-- Senior unsecured notes at 'BB'.

The Rating Outlook is Positive.


NORTEL NETWORKS: Judge Finds Appeal 'Frivolous' in $7.5B Cash Row
-----------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a Delaware
bankruptcy judge declared Tuesday the appeal lodged by Nortel
Networks Corp.'s European units over their failed arbitration bid
was "frivolous," a move that prevents higher courts from taking
control over how to divide the $7.5 billion in cash raised during
the telecom's liquidation.

In March, U.S. Bankruptcy Judge Kevin Gross rejected the European
entities' call for arbitration in favor of holding a cross-border
trial to resolve the cash battle, and his determination Tuesday,
BankruptcyLaw360 says, defused their assertion that bankruptcy
court would have no jurisdiction over the underlying cash row.

On April 3, 2013, the Bankruptcy Court issued an Opinion and Order
granting the Debtors' and Creditors Committee's Joint Motion For
Entry of an Order, Establishing an Allocation Protocol Pursuant to
the Interim Funding and Settlement Agreement, and for Related
Relief, and denying the Objection to the Motion and Cross-Motion
to Compel Arbitration of the Joint Administrators' of the non-U.S.
and Canadian parties -- EMEA Debtors.  Both the Court and the
Canadian Court held, in strong terms, that the parties never
agreed to arbitration in the controlling document.

The EMEA Debtors have appealed the Order and claim that the Appeal
divests the Bankruptcy Court of jurisdiction. The Bankruptcy Court
has certified the Appeal to The Third Circuit Court of Appeals at
the request of the Debtors, with the approval of the EMEA Debtors,
because the Appeal satisfies one of the statutory requirements for
certification.

The Debtors have filed a Joint Motion for an Order Retaining
Jurisdiction Pending Appeal, arguing that because the Appeal is
frivolous, the Court retains its jurisdiction.

"The Court finds the Appeal is frivolous and thus the Court
retains jurisdiction," Judge Gross said.

Judge Gross reiterated that the agreement at issue plainly did not
call for arbitration and the circumstances dictate that the
underlying dispute proceed.

"The progress of these bankruptcy cases and the distribution of in
excess of $7 billion have been tied in knots seemingly forever,"
Judge Gross noted in his May 7 Memorandum Opinion available at
http://is.gd/qiZyJQfrom Leagle.com.

                      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.


NORTEL NETWORKS: Employee's Claim Against Ericsson Barred
---------------------------------------------------------
Bankruptcy Judge Kevin Gross denied the request of a Nortel
Networks, Inc., employee to compel Ericsson, Inc. and
Telefonaktiebolaget LM Ericsson (Publ), which purchased Nortel's
GSM division, to pay that employee $421,964 in so-called "pundit
damages."

Stephen Paroski is currently receiving certain benefits provided
to long-term disabled individuals.  According to Judge Gross, Mr.
Paroski's request, although not entirely clear, appears to seek
relief from the Bankruptcy Court based on the failure of
Telefonaktiebolaget LM Ericsson to hire Mr. Paroski when it
acquired the GSM assets from the Debtors.

According to Judge Gross, Mr. Paroski cannot state a viable claim
related to the transfer of employees under the GSM sale agreement.
Both active and inactive employees (including employees on
disability leave and other types of absences) were offered
employment with Ericsson, provided that disabled employees had to
be capable of returning to work within 90 days following the
closing of the sale. To the extent Mr. Paroski was disabled and
unable to commence working for Ericsson at the time of the closing
of the sale, no discrimination claim could arise based on
Ericsson's not hiring him.

The judge also noted that Mr. Paroski remains a Nortel employee
and has been receiving LTD benefits.

Mr. Paroski previously sued Ericsson in the Northern District of
Texas contending that it was liable to him for violating numerous
federal statutes including the Employee Retirement Income Security
Act and the Americans with Disabilities Act.  See Stephen Paroski
v. Ericsson. Inc. and Telefonaktiebolaget LM Ericsson (Publ). Case
No.: 3:12-cv-00210-N-BF (N.D. Tex. filed January 20, 2012). The
U.S. District Court for the Northern District of Texas dismissed
the case.

A copy of the Court's May 2, 2013 Memorandum Order is available at
http://is.gd/vUiJX1from Leagle.com.

                      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.


OPTA MINERALS: Wins Waiver on Certain Financial Covenant Ratios
---------------------------------------------------------------
Opta Minerals Inc. on May 8 disclosed that the Company's working
capital, excluding the reclassification of long-term borrowings,
is $25.0 million at March 31, 2013 and December 31, 2012.  The
Company said long-term borrowings of $42.9 million have been
reclassified to current borrowings as a result of an event of
default of certain financial covenants stipulated under the
Company's credit agreement.  Subsequent to March 31, 2013, the
Company obtained a waiver in respect of these financial covenant
ratios and has reset certain financial covenant ratios for the
second and third quarters.  Total assets were $145.6 million as
compared to $142.8 million at December 31, 2012.

The disclosure was made in Opta Minerals' earnings release for the
three months ended March 31, 2013, a copy of which is available
for free at http://is.gd/zdycsY

Opta Minerals provides custom process solutions and industrial
mineral products used primarily in the steel, foundry, loose
abrasive cleaning, water-jet cutting and municipal water
filtration industries.  The Company has production and
distribution facilities in Ontario, Quebec, Saskatchewan,
Louisiana, South Carolina, Virginia, Maryland, Indiana, Michigan,
New York, Texas, Florida, Ohio, Idaho, France, Slovakia and
Germany.


PASQUALE RENZI: Has Slim Odds in $11MM Feud, Judge Says
-------------------------------------------------------
Carolina Bolado of BankruptcyLaw360 reported that a Florida
bankruptcy judge on Monday declined to grant SLS Properties Three
LLC summary judgment against a bankrupt Miami real estate
developer over a $15 million Las Vegas land deal, but said the
developer would have a "steep hill to climb" to win the case.

According to the report, U.S. Bankruptcy Judge Laurel M. Isicoff
said she would not grant SLS the partial summary judgment it
requested regarding dischargeability of the $11 million owed by
bankrupt developer Pasquale Renzi, who SLS claims purposefully hid
assets from the bankruptcy court.


PINNACLE AIRLINES: Flight 3407 Plaintiffs Drops Bid to Sue
----------------------------------------------------------
A group of claimants withdrew a request to lift the automatic stay
that was applied to the lawsuit it filed against Pinnacle Airlines
Corp. and Colgan Inc.

The claimants on Jan. 18 renewed their request to lift the
injunction so they could prosecute the lawsuit, which was
automatically halted following the airlines' bankruptcy filing.
An initial attempt by the group to continue the lawsuit was
previously denied by U.S. Bankruptcy Judge Robert Gerber.

The claimants sued the airlines in behalf of the victims who died
when Continental Airlines Flight 3407 crashed into a residential
neighborhood near Clarence Center, New York, in 2009.  The group
sought to recover more than $900 million.

                       About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million, and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

Pinnacle Airlines Inc. emerged from bankruptcy on May 1 2013,
becoming a subsidiary of Delta Air Lines.  Judge Gerber approved
the Chapter 11 plan on April 18.


PLY GEM HOLDINGS: Incurs $28.1 Million Net Loss in 1st Quarter
--------------------------------------------------------------
Ply Gem Holdings, Inc., reported a net loss of $28.10 million on
$257.09 million of net sales for the three months ended March 30,
2013, as compared with a net loss of $25.64 million on $239.17
million of net sales for the three months ended March 31, 2012.

"Ply Gem's sales continued to benefit from the new construction
markets," said Gary E. Robinette, Ply Gem's president and CEO.
"However, unfavorable weather conditions negatively impacted an
already sluggish big ticket repair and remodeling market which
stymied operating earnings in the first quarter of 2013.  We will
continue to manage the anticipated growth in the U.S housing
market and maximize our operating efficiencies in 2013 and
beyond," concluded Mr. Robinette.

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

                        http://is.gd/zZTiI0

                        Form S-1 Amendment

Ply Gem separately filed a fourth amendment to its Form S-1
registration statement relating to an initial public offering of
its common stock for a proposed maximum aggregate offering price
of $345 million.

Prior to this offering, there has been no public market for the
Company's common stock.  The initial public offering price of the
common stock is expected to be between $[    ] and $[    ] per
share.  The Company intends to apply for listing of its common
stock on the New York Stock Exchange under the symbol "PGEM."

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

                      http://is.gd/q0mki4

                         About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

Ply Gem Holdings incurred a net loss of $39.05 million in 2012, as
compared with a net loss of $84.50 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $881.85 million in total
assets, $1.19 billion in total liabilities and $314.94 million
total stockholders' deficit.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.


PRECISION FUNDING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Precision Funding Group, LLC
          dba PFG, LLC
        226 Haddonfield Road, Suite 100
        Cherry Hill, NJ 08002

Bankruptcy Case No.: 13-19658

Chapter 11 Petition Date: May 2, 2013

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Hon. Judith H. Wizmur

Debtor's Counsel: E. Richard Dressel, Esq.
                  FLASTER GREENBERG
                  1810 Chapel Avenue West, 3rd Floor
                  Cherry Hill, NJ 08002
                  Tel: (856) 661-1900
                  E-mail: rick.dressel@flastergreenberg.com

Estimated Assets: $50,001 to $100,000

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

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

The petition was signed by Mark Furey, chief operating officer.


PREP ACADEMIES: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Prep Academies, Inc.
        9039 Antares Avenue, 3rd Floor
        Columbus, OH 43240

Bankruptcy Case No.: 13-bk-53608

Chapter 11 Petition Date: May 2, 2013

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: Hon. C. Kathryn Preston

Debtor's Counsel: Thomas R. Allen, Esq.
                  ALLEN KUEHNLE STOVALL & NEUMAN LLP
                  17 South High Street, Suite 1220
                  Columbus, OH 43215
                  Tel: (614) 221-8500
                  Fax: (614) 221-5988
                  E-mail: allen@aksnlaw.com

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

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

A list of the Company's 17 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/ohsb13-53608.pdf

The petition was signed by Thomas Runfola, president.


PRWIRELESS INC: S&P Withdraws 'CCC' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew all its ratings,
including the 'CCC' corporate credit rating, on Guaynabo, Puerto
Rico-based wireless carrier PRWireless Inc. (d/b/a Open Mobile) at
the company's request.


PUERTO DEL REY: Files Joint Plan; FirstBank to Be Paid in Full
--------------------------------------------------------------
Puerto del Rey, Inc., together with FirstBank Puerto Rico and
PBF-TEP Acquisitions, filed on April 29, 2013, a joint Chapter 11
plan.

The Plan contemplates and is predicated upon entry of an order
approving (i) the sale of substantially all of the Debtor's assets
(except the Excluded Assets and the Affiliates Assets), and other
related transactions, pursuant to which the purchaser, PBF-TEP
Acquisitions, Inc., will fund the Plan, and (ii) in conjunction
therewith, the so-called Cacimar Agreement, which encompasses a
global settlement of issues by and among the Purchaser, the
Additional Disclosure Entities, FirstBank, and the PdR Group
Members related to the Purchased Assets.

The Cacimar Agreement will be included in the Plan Supplement.

According to the Plan, for the avoidance of doubt, the Sale will
be made pursuant to a private sale in furtherance of the Term
Sheet, and the Sale will not be subject to competitive bidding,
public auction, or higher or otherwise better offers.

The Plan segregates the various claims against and interests in
the Debtor into six (6) Classes:

Class 1 Priority Non-Tax Claims    Unimpaired   Deemed to Accept
Class 2 FirstBank Secured Claim    Impaired     Deemed to Accept
                                                   by Settlement
Class 3 BPPR Secured Claim         Unimpaired   Deemed to Accept
Class 4 Unsecured Claims           Unimpaired   Deemed to Accept
Class 5 Intercompany/Insider       Impaired     Deemed to Accept
                                                   by Settlement
Class 6 Equity Interests           Impaired     Deemed to Accept
                                                   by Settlement

The Allowed FirstBank Secured Claim will be deemed satisfied
through payment by the Purchaser to FirstBank on the Effective
Date, in full and final settlement, satisfaction, and release of
the FirstBank Secured Claim, the Consent Judgment, and any and all
liens, guarantees, and security interests held by FirstBank in
connection therewith, in Cash and in immediately available funds,
in the amount of $40,750,000.

BPPR will receive in full and final settlement, satisfaction, and
release of the BPPR Secured Claim, direct Cash payment from the
Purchaser in immediately available funds, equal to the Allowed
amount of the BPPR Secured Claim.

Class 4 General Unsecured Claims will receive, in full settlement,
satisfaction, and release of such Claims, Cash from the Claims
Reserve in an amount equal to the Allowed but unpaid portion of
such Claims on or as soon as reasonably practicable after the
Effective Date to the extent such Claims are Allowed.
Pursuant to the settlement set forth in the Plan and in the
Cacimar Agreement, all Intercompany Claims and Insider Claims will
be deemed cancelled, released and extinguished as of the Effective
Date, and holders of such Claims will not receive or retain any
property or interest in property on account of such Claims.

Class 6 Equity Interests will be retained by the Debtor's
shareholders.

A copy of the Joint Chapter 11 Plan is available at:

         http://bankrupt.com/misc/puertodelrey.doc99.pdf

PBF-TEP Acquisitions, Inc., is represented by:

     FERNANDEZ, COLLINS, CUYAR & PLA
     P.O. Box 9023905
     San Juan, PR 00902-3905
     Tel: (787) 977-3772
     Fax: (787) 977-3773

          - and -

     CADWALADER, WICKERSHAM & TAFT LLP
     One World Financial Center
     New York, NY 10281
     Tel: (212) 504-6000
     Fax: (212) 504-6666

FirstBank Puerto Rico is represented by:

     REICHARD & ESCALERA
     P.O. Box 364148
     San Juan, PR 00936-4148
     Tel: (787) 777-8888
     Fax: (787) 765-4225

          - and -

     HOLLAND & KNIGHT LLP
     701 Brickell Avenue, 30th Floor
     Miami, FL 33131
     Tel: (305) 374-8500
     Fax: (305) 789-7799

          - and -

     HOLLAND & KNIGHT LLP
     10 St. James Avenue, 11th Floor
     Boston, MA 02116
     Tel: 617-523-2700
     Fax: 617-523-6850

                       About Puerto del Rey

Puerto del Rey, Inc., a/k/a Marina Puerto Del Rey, filed a
petition for Chapter 11 protection (Bankr. D.P.R. Case No.
12-10295) on Dec. 28, 2012, in Old San Juan, Puerto Rico, owing
$43 million to secured lender First Bank Puerto Rico Inc.  The
22-acre facility in Fajardo, Puerto Rico, has 918 wet slips and
dry storage for 600 boats.  Bankruptcy was designed to forestall
creditors from attaching assets.  In its amended schedules, the
Debtor disclosed $99.9 million in assets and $44.6 million in
liabilities as of the Petition Date.

The Charles A. Cuprill, PSC Law Offices, in San Juan, Puerto Rico,
represents the Debtor as counsel.


RBS GLOBAL: Refinancing Cues Moody's to Affirm 'B2' CFR
-------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and B2-PD probability of default rating for RBS Global, Inc., a
subsidiary of Rexnord Corporation, following the company's
refinancing of its senior secured credit facility.

Moody's has assigned ratings to the new refinanced facilities and
has withdrawn ratings on the old facilities. The rating of RBS's
$265 million senior secured revolver and $788 million senior
secured term loan is Ba2. The rating of RBS's senior unsecured
notes is affirmed at B3. The speculative grade liquidity rating is
affirmed at SGL-1, and the outlook remains stable.

The following ratings were assigned:

Issuer: RBS Global, Inc.

Senior Secured Revolving Credit Facility due Mar 15, 2017 assigned
Ba2 LGD2, 17%

Senior Secured Bank Credit Facility due Apr 1, 2018 assigned Ba2
LGD2, 17%

The following ratings were affirmed:

Issuer: RBS Global, Inc.

Probability of Default Rating affirmed at B2-PD

Corporate Family Rating affirmed at B2

Senior Unsecured Regular Bond/Debenture due Sep 1, 2016 affirmed
at B3; LGD changed to LGD5, 73% from LGD5, 75%

Senior Unsecured Regular Bond/Debenture due May 1, 2018 affirmed
at B3; LGD changed to LGD5, 73% from LGD5, 75%

Speculative Grade Liquidity Rating affirmed at SGL-1

The Rating Outlook is Stable

Ratings Rationale:

The company has refinanced its $938 million term loan (balance at
the refinancing) and made a $150 million prepayment from balance
sheet cash. As a result, the refinanced term loan amount is now
$788 million. The transaction reduced the applicable margin on the
term loan borrowings by 75 basis points with final maturity
unchanged at 05/01/18. The credit facility is guaranteed by each
of RBS Global's existing and future direct and indirect domestic
subsidiaries. The term loan benefits from a first lien on all of
the assets of RBS Global and its consolidated subsidiaries.

The B2 corporate family rating reflects high financial leverage as
well as economic uncertainties in Europe, which accounts for
approximately 17% of the company's fiscal 2012 revenue. The
company's Water Management segment is heavily influenced by
commercial construction, and expenditures by municipalities which
are all expected to remain weak in the near term. The ratings are
supported by the company's proven ability to generate positive
free cash flow, very good liquidity, and expectation for
additional deleveraging due to the anticipated performance for its
process and motion control segment.

The speculative grade liquidity rating of SGL-1 reflects a very
good liquidity profile supported by a good debt maturity profile,
over $450 million in cash as of the third fiscal quarter for 2013
and about $224 million borrowing availability on the $265 million
revolver. Moody's also expects good headroom under its financial
covenants over the next year.

The stable outlook reflects Moody's expectation for low to mid-
single digit revenue growth and relatively stable margins over the
next year. Debt to EBITDA should improve to about 5.5 times in
fiscal 2014.

The ratings could be upgraded if the company substantially
improves financial strength metrics through sustained operating
income growth or further debt repayments from operating cash flow
or equity offerings. Quantitatively, sustained debt to EBITDA
below 4.0 times, free cash flow to debt above 8.0% and EBIT to
interest above 2.0 times would support positive ratings action.

A significant decline in revenue and operating margin or a large
debt financed acquisition that leads to weakening credit metrics
could pressure the ratings. Quantitatively, if Debt to EBITDA is
expected to be sustained at over 6.0 times the rating, the ratings
could be downgraded.

The principal methodology used in rating RBS 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.

Rexnord Corporation, headquartered in Milwaukee, WI, is the
indirect parent of RBS Global, Inc. RBS is an industrial company
comprised of two business segments: Process and Motion Control
(about 65% of revenues) and Water Management (about 35% of
revenues). Revenues for the twelve months ended December 31, 2012
totaled approximately $2.0 billion. Apollo Management, L.P.
through its affiliates, is the majority owner.


REGIONALCARE HOSPITAL: S&P Retains 'B' Rating on Loan After Add-On
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on U.S.
hospital operator RegionalCare Hospital Partners are unchanged
following the company's term loan B add-on of $66 million and
second-lien term loan add-on of $20 million.

The issue-level rating on the now $357 million term loan B remains
'B', with a recovery rating of '3', indicating S&P's expectation
for meaningful (50% to 70%) recovery for lenders in the event of a
default.  The issue-level on the now $85 million second-lien term
loan remains 'CCC+', with a '6' recovery rating, indicating S&P's
expectation for negligible (0% to 10%) recovery for lenders in the
event of a default.  The company will use proceeds to fund an
acquisition.  The additional term loan debt raises leverage
slightly on a pro forma basis.  S&P expects cushions on debt
covenants to remain above 20% in 2013.

The corporate credit rating on RegionalCare is 'B' and the rating
outlook is stable.  The rating reflects S&P's view of
RegionalCare's financial risk profile as "highly leveraged,"
supported by a lease-adjusted debt-to-EBITDA ratio of about 11x,
after the impact of the additional debt and including the
treatment of preferred stock as debt.  S&P expects this leverage
level to decline over time as acquisitions and investment in their
facilities mature and as aggressive physician recruiting helps
patient volume.  The company's "vulnerable" business risk profile
continues to reflect its small, concentrated hospital portfolio.
It also considers uncertain reimbursement, the risks of local
economic or regulatory developments, and local market competition.

RATINGS LIST

RegionalCare Hospital Partners
Corporate Credit Rating            B/Stable/--
$357 million term loan B           B
  Recovery Rating                   3
$85 million second-lien term loan  CCC+
  Recovery Rating                   6


REGIONS BANK: Moody's Withdraws '(P)Ba1' Subordinate Debt Rating
----------------------------------------------------------------
Moody's Investors Service has withdrawn the (P)Baa3 senior
unsecured, (P)Ba1 subordinate, and (P)Prime-3 short-term ratings
of the bank note program of Regions Bank. All other ratings of
Regions Financial Corporation and its subsidiaries are unchanged.

Moody's has withdrawn the bank note program ratings for its own
business reasons with no impact on other ratings.


RESIDENTIAL CAPITAL: Wins Plan Extension to Keep Ch. 11 Control
---------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Residential
Capital LLC on Tuesday won another 30 days to file a Chapter 11
plan without the threat of a rival plan being offered, overcoming
a challenge from junior secured noteholders who claim they stand
to lose millions if the case continues to be delayed.

According to the report, U.S. Bankruptcy Judge Martin Glenn's
approval of the extension came at a critical point in ResCap's
case. It is currently involved in mediation sessions aiming to
resolve potential creditor claims against its former parent Ally
Financial Inc. regarding its role in the bankruptcy case.

Patrick Fitzgerald at Daily Bankruptcy Review reports that ResCap
is suing a group of junior bondholders to block them from wresting
control of the bankruptcy case.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Creditors Fight CFO Testimony in RMBS Trial
----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that the official
committee of unsecured creditors of mortgage servicer Residential
Capital LLC on Monday urged the New York bankruptcy judge
overseeing its Chapter 11 proceedings to bar its chief financial
officer from testifying at an upcoming trial over a $9 billion
residential mortgage-backed securities deal.  According to the
report, the committee claims the announcement of CFO James
Whitlinger as a so-called rebuttal witness for the trial was not
only submitted well past the deadline for such testimony, but is
not in fact a "rebuttal" at all.

                    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).


RIVERPARK IV: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Riverpark IV, LLC
        6152 W. Sahara Avenue
        Las Vegas, NV 89146

Bankruptcy Case No.: 13-13888

Chapter 11 Petition Date: May 2, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. Bruce A. Markell

Debtor's Counsel: David A. Stephens, Esq.
                  STEPHENS GOURLEY & BYWATER
                  3636 N. Rancho Dr.
                  Las Vegas, NV 89130
                  Tel: (702) 656-2355
                  Fax: (702) 656-2776
                  E-mail: dstephens@sgblawfirm.com

Scheduled Assets: $4,639,488

Scheduled Liabilities: $3,494,163

A list of the Company's five largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nvb13-13888.pdf

The petition was signed by Kent Clifford, manager.


RODEO CREEK: Has Green Light to Sell Nevada Mine to Waterton
------------------------------------------------------------
Marie Beaudette, writing for Dow Jones' DBR Small Cap, reports a
bankruptcy judge approved the sale of Rodeo Creek Gold Inc.'s
Nevada gold mine and processing facility to Waterton Global
Resource Management Inc. for $15 million in cash and up to
$90 million in future royalty payments.

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.


RODGERS INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Rodgers Investment Greenville, LLC
          dba Wingate by Wyndham
          fdba Wingate Inn
        3212 S. Memorial Drive
        Greenville, NC 27834

Bankruptcy Case No.: 13-02872

Chapter 11 Petition Date: May 5, 2013

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Greenville Division)

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P.O. Box 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700

Scheduled Assets: $3,481,721

Scheduled Liabilities: $4,637,537

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nceb13-2872.pdf

The petition was signed by Rita L. Broyles, member/manager.


SANTEON GROUP: Director Quits for Personal Reasons
--------------------------------------------------
Dr. Ahmed Sidky tendered his resignation as director of the board
of Santeon Group Inc. for personal reasons with an effective date
of May 1, 2013.  Dr. Sidky's resignation was not a result of any
disagreement with the Company or its executive officers, or any
matter relating to the Company's operations, policies or
practices.

                        About Santeon Group

Reston, Va.-based Santeon Group, Inc., is a diversified software
products and services company specializing in the transformation
and optimization of business through the deployment or the
development of innovative products and services using Agile
mindsets in the information systems/technology, healthcare,
environmental/energy and media sectors.  The Company's clients
include state and local governments, federal agencies and private
sector customers.

As reported by the Troubled Company Reporter on Aug. 24, 2012,
RBSM LLP, in New York, N.Y., expressed substantial doubt about
Santeon's ability to continue as a going concern, following its
audit of the Company's financial position and results of
operations for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has suffered losses
from operations and is experiencing difficulty in generating
sufficient cash flows to meet its obligations and sustain its
operations.

The Company reported net income of $185,815 on $4.27 million of
revenue for the full year 2012, as compared with a net loss of
$475,333 on $2.24 million of revenue for the full year 2011.  The
Company's balance sheet at Dec. 31, 2012, showed $1.30 million
in total assets, $1.31 million in total liabilities and a $3,615
total stockholders' deficit.


SAUCIER BUSINESS: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Saucier Business Trust
          fka The Therese Saucier Living Trust
        6980 O'Bannon Drive
        Las Vegas, NV 89117

Bankruptcy Case No.: 13-13892

Chapter 11 Petition Date: May 2, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. Bruce T. Beesley

Debtor's Counsel: David Mincin, Esq.
                  MINCIN LAW, PLLC
                  528 S. Casino Center, #325
                  Las Vegas, NV 89101
                  Tel: (702) 589-9881
                  Fax: (702) 388-4393
                  E-mail: dmincin@lawlasvegas.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 15 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nvb13-13892.pdf

The petition was signed by Therese Saucier, trustee.


SEMINOLE HARD: S&P Lowers Rating on $290MM Term Loan to BB+
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
co-borrowers Seminole Hard Rock Entertainment Inc. and Seminole
Hard Rock International LLC's proposed senior secured term loan to
'2', indicating an expectation for substantial (70% to 90%)
recovery in the event of a payment default, from '1' (90% to 100%
recovery expectation).  Standard & Poor's subsequently lowered its
issue-level rating on the debt to 'BB+' (one notch higher than
S&P's issuer credit rating) from 'BBB-', in accordance with its
notching criteria.  The rating revisions follow the company's
announcement that it increased the size of the term loan by
$50 million to $290 million.

The recovery rating revision reflects a greater amount of secured
debt outstanding at default under S&P's simulated default
scenario, which would reduce the recovery prospects for the
secured debt sufficiently enough to warrant the lower recovery
rating.

All other ratings, including the 'BB' corporate credit rating as
well as the 'BB-' issue-level and '5' recovery rating on the
company's proposed $350 million senior notes, remain unchanged.

RATINGS LIST

Seminole Hard Rock Entertainment Inc.
Seminole Hard Rock International LLC
Corporate Credit Rating                    BB/Stable/--

Recovery Rating Revision; Downgrade
                                            To              From
Seminole Hard Rock Entertainment Inc.
Seminole Hard Rock International LLC
Senior Secured
  $290M term loan                           BB+              BBB-
   Recovery Rating                          2                1


SEVEN GENERATIONS: Moody's Ups Notes Rating to B3 & Keeps B3 CFR
----------------------------------------------------------------
Moody's Investors Service upgraded Seven Generations Ltd.'s senior
unsecured notes rating to B3 from Caa1, affirmed its B3 Corporate
Family Rating , B3-PD Probability of Default rating and SGL-3
Speculative Grade Liquidity rating. The rating outlook remains
stable.

Ratings Rationale:

The rating action reflects 7G's decision to increase the size of
its proposed notes issue to $400 million from $250 million
previously. Moody's views the incremental liquidity as a key
offset to the higher leverage as it reduces future funding
uncertainty. Moody's had previously assumed that 7G's heavy
spending plans would require additional debt towards the end of
the 12 to 18 month rating horizon. The notes have been upgraded
because the senior unsecured debt now comprises the vast majority
of 7G's debt capital and is rated pursuant to Moody's loss-given-
default methodology.

The B3 CFR reflects 7G's very small scale in terms of proved
developed reserves and production, with assets concentrated in a
single field. The rating also considers the company's limited
development and operating history, prospective nature of its
production growth, and high decline rates. The rating favorably
recognizes the company's advanced development plans and Moody's
expectation that its liquids production, specifically condensate,
will allow cash flows to grow to levels supportive of the rating
over the next 12 to 18 months.

7G's SGL-3 rating reflects its adequate liquidity for the next 12-
15 months. Pro forma for the May 2013 notes issuance, Moody's
expects 7G will have approximately C$430 million of cash and a
fully available C$60 million revolving credit facility (April,
2016 maturity). Through the second quarter of 2014, Moody's
expects negative free cash flow of about C$340 million. There are
no debt maturities until 2020. Alternate liquidity is limited
given that substantially all of the company's assets are pledged
under the borrowing base revolver.

The stable outlook reflects Moody's expectation that the company
will maintain adequate liquidity as it grows its liquids
production over the next 12 to 18 months. The rating could be
upgraded if production and proved developed reserves approach
20,000 boe/d and 60 million barrels of proved developed reserves,
respectively, while maintaining retained cash flow to debt of at
least 30%. The rating could be downgraded if production appears
unlikely to grow to at least 10,000 boe/d by mid-2014, or
liquidity weakens.

The principal methodology used in this rating was Global 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.

Seven Generations Energy Ltd. is a privately-owned, Calgary,
Alberta based exploration and production company with 6,000
barrels of equivalent oil per day, and 6 million and 48 million
boe of proved developed and total proved reserves, respectively.


SHILO INN: Section 341(a) Creditors' Meeting Set for June 7
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Shilo Inn, Twin
Falls, LLC, will be held on June 7, 2013, at 9:00 a.m. at RM 2612,
725 S Figueroa St., in Los Angeles, California.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

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

Shilo Inn, Twin Falls, LLC, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 13-21601) on May 1, 2013.  The petition was
signed by Wes Rabom, general counsel and authorized agent.  Judge
Richard M. Neiter presides over the case.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.


SKINNY NUTRITIONAL: "Skinny Water" Files Chapter 11 Bankruptcy
--------------------------------------------------------------
Skinny Nutritional Corp. on May 8 disclosed that it filed a
voluntary Chapter 11 petition in the United States Bankruptcy
Court for the Eastern District of Pennsylvania, at 10:33 a.m. EST
on May 3, 2013.

The company, manufacturer of "Skinny Water" and other Skinny
branded products, sought bankruptcy protection to avoid a
forfeiture of the Company's most important and valuable assets;
namely its intellectual property rights.  The Chapter 11 filing
was in response to actions and increasing demands from the
Company's lender Trim Capital, LLC.  The Company claims Trim
failed to complete its financing obligations under an agreement
which would have provided up to $15,000,000 in funding, funding
only $1,270,000.00 of its obligations to the Company. Following
that failure, Trim arranged a UCC foreclosure which would have
resulted in the Company's substantial intellectual property rights
being lost to Trim.  The Company reports that business will
operate as usual, while it restructures its obligations.

Michael Salaman, the Company's Board Chairman and CEO, reports:
"The Company filed Chapter 11 to preserve value for the
shareholders.  In the absence of the reorganization filing, the
Company would be left without recourse.  The loss of the
trademarks would have been devastating to the Company.  We have
already opened discussions with a number of parties for the
restructuring of the company.  We believe that the enterprise
value of the Company can be saved and restored.  The Company had
no way of moving forward with a threatened foreclosure looming.
The Company is taking all necessary steps to secure its long term
position in the industry.  In the interim, Skinny Water continues
to be in demand and will continue to be on the shelves of certain
retailers.  The company believes that future sales are promising.
We see a future with for the Company and the skinny brand."

                     About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

In its audit report for the 2011 financial statements, Marcum LLP,
in Bala Cynwyd, Pennsylvania, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company had a working capital
deficiency of $3.17 million, an accumulated deficit of
$45,492,945, stockholders' deficit of $1.74 million and no cash on
hand.  The Company had net losses of $7.67 million and $6.91
million for the years ended Dec. 31, 2011, and 2010, respectively.
Additionally, the Company is currently in arrears under its
obligation for the purchase of trademarks.  Under the agreement,
the seller of the trademarks may choose to exercise their legal
rights against the Company's assets, which includes the
trademarks.

The Company's balance sheet at June 30, 2012, showed $2.92 million
in total assets, $6.01 million in total liabilities, all current,
and a $3.08 million stockholders' deficit.


SPENCER SPIRIT: Moody's Raises Rating on $175MM Sr. Notes to B1
---------------------------------------------------------------
Moody's Investors Service upgraded Spencer Spirit Holding's Inc.'s
$175 million senior secured notes due 2017 to B1 from B2. The Caa1
rating assigned to SSH Holdings, Inc.'s $165 million senior PIK
Toggle notes due 2018 was affirmed.

Concurrently, a B2 Corporate Family Rating, B2-PD Probability of
Default Rating, and stable rating outlook was assigned to SSH
Holdings, Inc. SSH Holdings, Inc. is the parent company of Spencer
Spirit Holding's, Inc. Moody's withdrew the B2 Corporate Family
Rating, B2-PD Probability of Default Rating, and stable rating
outlook at Spencer Spirit Holding's, Inc.

The upgrade of Spencer Spirit Holding's Inc.'s senior secured
notes reflects the increased debt cushion afforded to these notes
following the closing of the PIK toggle notes issued by its parent
company, SSH Holdings, Inc., proceeds of which were used to fund a
share repurchase.

The assignment of a B2 Corporate Family Rating, B2-PD Probability
of Default Rating, and stable rating outlook to SSH Holdings,
Inc., along with the withdrawal of the B2 Corporate Family Rating,
B2-PD Probability of Default Rating, and stable rating outlook of
Spencer Spirit Holding's Inc., considers that SSH Holdings, Inc.
is now the highest-ranking entity with rated debt.

Spencer Spirit Holdings, Inc. ratings upgraded:

  $175 million senior secured notes due 2017, to B1 (LGD 3, 34%)
  from B2 (LGD 4, 51%)

Spencer Spirit Holdings, Inc. withdrawn:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Stable outlook

SSH Holdings, Inc. ratings assigned:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Stable outlook

SSH Holdings, Inc. ratings affirmed:

$165 million senior PIK Toggle notes due 2018 at Caa1 (LGD 5,
89%)

Ratings Rationale:

SSH Holdings, Inc.'s B2 Corporate Family Rating considers its high
pro-forma leverage at about 6.0 times along with Moody's
expectation that leverage will remain above 5.0 times as the
company utilizes cash flow to fuel growth in its store base rather
than reducing debt. The rating also reflects SSH's limited scale
in terms of sales ($696 million), significant reliance on the
Halloween season, and highly discretionary product offerings that
appeal to a relatively narrow demographic, primarily18-24 year
olds. The rating also reflects the company's track record of debt-
financed distributions to its shareholders. Positive rating
consideration is given to Moody's expectation that SSH will
continue to improve its earnings through a combination of new
store openings and modest same store sales growth.

The stable outlook incorporates Moody's opinion that SSH's revenue
and earnings will increase modestly and that Moody's adjusted
operating margins will remain around current levels, about 12.5%,
and that SSH Holdings will be able to refinance its existing
asset-based loan facility that expires in September 2014 at least
12-months before its September 2014 expiration.

Ratings could be upgraded if SSH demonstrates the ability and
willingness to achieve and sustain debt/EBITDA of 5.0 times or
lower, and EBITA/interest expense above 1.5 times. However, at
this time, any upgrade would likely be limited to one notch as a
result of the company's recently aggressive policies regarding
debt financed shareholder distributions.

Ratings could be downgraded if SSH's new store openings
underperform historical trends, the company is unable to maintain
debt/EBITDA below 6 times and EBITA/interest above 1.25 times
and/or or liquidity were to materially erode for any reason.

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

SSH Holdings, Inc., headquartered in Egg Harbor Township, NJ, is a
holding company whose principal subsidiary is Spencer Spirit
Holdings, Inc. Spencer Spirit Holdings Inc. is a specialty
retailer primarily operating under two brands: Spencer's and
Spirit Halloween. Revenue for the last twelve months ended
February 2013 was $696 million. At February 2, 2013 SSH operates
624 Spencer's and, during FY12, 997 Spirit Stores.


TELKONET INC: Extends Maturity of Dynamic Ratings Note to 2016
--------------------------------------------------------------
Dynamic Ratings, Inc., approved an amendment to certain terms of
the Promissory Note dated March 4, 2011, between Dynamic Ratings
and Telkonet, Inc., issued by Telkonet in connection with the
Company's sale of its Series 5 Power Line Carrier product line and
the related business assets to Dynamic Ratings.  The material
amended terms are:

   1. In addition to the payments defined in item 3 of the
      original Promissory Note (applying Sales Incentive and
      Consulting Compensation due from Dynamic Ratings to the
      Company against the outstanding balance of Promissory Note),
      the Company agreed to commence a monthly payment starting
      May 1, 2013, of $20,000 to be applied against the
      outstanding principal balance of the Promissory Note; and

   2. The maturity date of the Promissory Note was extended to
      Jan. 1, 2016.

All other terms of the Promissory Note remain unchanged.

                          About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

Telkonet disclosed net income of $390,080 on $12.75 million of
total net revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $1.90 million on $11.18 million of total net
revenue during the prior year.  The Company's balance sheet at
Dec. 31, 2012, showed $15.17 million in total assets, $5.56
million in total liabilities, $3.26 million in total redeemable
preferred stock and $6.34 million in total stockholders' equity.

Baker Tilly Virchow Krause, LLP, in Milwaukee, Wisconsin, issued
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has a history of operating losses
and negative cash flows from operations, and an accumulated
deficit of $117,954,116 that raise substantial doubt about the
Company's ability to continue as a going concern.


TORTILLERIA EL MAIZAL: Updated Case Summary & Lists of Creditors
----------------------------------------------------------------
Lead Debtor: Tortilleria El Maizal, Inc.
             1920 Shiloh Road NW
             Building 4
             Kennesaw, Ga 30144

Bankruptcy Case No.: 13-59899

Chapter 11 Petition Date: May 5, 2013

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: G. Frank Nason, IV, Esq.
                  LAMBERTH, CIFELLI, STOKES ELLIS & NASON
                  3343 Peachtree Rd., NE, Ste 550
                  Atlanta, GA 30326
                  Tel: (404) 262-7373
                  E-mail: gfn@lcsenlaw.com

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

Estimated Debts: $10,000,001 to $50,000,000

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
El Maizal of the South, Incorporated   13-59900
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000
National Provision Company             13-59901
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Jose Reyes, president.

A. A copy of Tortilleria El Maizal, Inc.'s list of its 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/ganb13-59899.pdf

B. A copy of El Maizal of the South, Incorporated's list of its
seven largest unsecured creditors filed together with the petition
is available for free at http://bankrupt.com/misc/ganb13-59900.pdf

C. A copy of National Provision Company's list of its 15 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/ganb13-59901.pdf


TOWING AND RECOVERY: Appeals Court Flips Ruling in Charles Suit
---------------------------------------------------------------
Towing and Recovery Professionals of Louisiana Trust appealed a
trial court judgment finding that it was estopped from raising the
defense of no right or no cause of action.  It also claimed that
the trial court erred in awarding plaintiff interest from the date
of judicial demand.

The dispute arose from a vehicular incident involving Raymond
Charles and J.C.'s Wrecker Service Inc.  Mr. Charles was injured
when a tow truck owned by JC Wrecker hit his vehicle in 2006.  Mr.
Charles sued JC Wrecker, the truck driver, and TRPL Trust.  He
alleged that TRPL Trust was an insurer of the tow truck.

On May 24, 2010, TRPL Trust filed a notice in the record that it
had filed a petition for Chapter 11 bankruptcy in federal court on
May 17.  On November 15, 2010, TRPL Trust filed a notice of
removal to federal court. In response, Mr. Charles filed a motion
to remand, which was granted by the federal court on February 17,
2011.  Mr. Charles then filed a motion for summary judgment on
liability and insurance coverage on June 22, 2011. On June 29,
2011, TRPL Trust filed an exception of no right or no cause of
action alleging that it is not an insurance company and is not
subject to the Louisiana Direct Action Statute.

The trial court agreed that TRPL Trust was a public liability
trust and not a licensed insurer, but ruled that TRPL Trust was
estopped from claiming an exception from direction action and
denied its peremptory exception of no right or no cause of action.
In a subsequent ruling, the trial court also awarded Mr. Charles
$400,000 plus costs and interests from the date of judicial demand
until paid.

On review, the Court of Appeals of Louisiana, Third Circuit, noted
that the trial on the matter was delayed due to conflicts and
further testing.  If trial had proceed in July 2010, as refixed by
Mr. Charles, TPRL Trust would already have filed for bankruptcy.
Furthermore, Mr. Charles still has a judgment against JC Wrecker
and the two truck driver.  This is the same position he would have
been in if TPRL Trust had filed an exception of no right of action
in the beginning, the Appeals Court said.

Thus, the Appeals Court rendered judgment in favor of TPRL Trust
and against Mr. Charles, sustaining the peremptory exception of no
right of action and dismissing Mr. Charles' claims against it.

All costs of the appeal are assessed to Mr. Charles.

The Appeals Court noted that its decision on the exception
pretermits its consideration of the issue of the award of interest
from the date of judicial demand.

The appeals case is RAYMOND CHARLES, SR., v. TOWING AND RECOVERY
PROFESSIONALS OF LOUISIANA, INC., ET AL., Case No. CA 12-824 (La.
App.)  A copy of the Appellate Court's April 24, 2013 order is
available at http://is.gd/o0JVw7from Leagle.com.


TRANSVANTAGE SOLUTIONS: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: TransVantage Solutions, Inc.
          dba Freight Traffic Services
          dba FTS Industries
          dba FTS
        58 Chambers Brook Rd
        Branchburg, NJ 08876

Bankruptcy Case No.: 13-19753

Chapter 11 Petition Date: May 3, 2013

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Hon. Raymond T. Lyons Jr.

Debtor's Counsel: John F. Bracaglia, Jr., Esq.
                  COHN, BRACAGLIA & GROPPER
                  275 East Main Street
                  P.O. Box 1094
                  Somerville, NJ 08876
                  Tel: (908) 526-1131
                  Fax: (908) 526-1275
                  E-mail: lbrokaw@cbglawyers.com

Scheduled Assets: $71,260,000

Scheduled Liabilities: $41,319,266

The petition was signed by Shirley Sooy, president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                  Nature of Claim        Claim Amount
  ------                  ---------------        ------------
Johnson Controls                                 $15,000,000
49200 Halyard Dr
Plymouth, MI 48170

Amcor                                            $6,137,705
10521 So M 52 Hwy
Manchester, MI 48158

East Penn                                        $3,641,945
Deka Rd
Lyon Station, PA 19536

Albemarle                                        $3,623,369
451 Florida St
Baton Rouge, LA 70801

Cost Plus World Marlet                           $2,507,484
200 Fourth St
Oakland, CA 94607

Frank Brunckhorst Co,LLC                         $2,447,172
1950 Industry Place
Petersburg, VA 23805

Victaulic                                        $2,344,467
4901 Kesslerville Rd
Easton, PA 18042

Delta Airlines                                   $1,330,426
1030 Delta Blvd, Dpt 675
Atlanta, GA 30354

Goldschmidt Chemical                             $1,202,766
299 Jefferson Rd
Parsippany, NJ 07054

Terumo Cardio Vascular                           $540,127
210 Cottontail lane
Somerset, NJ 08873

Delta Cargo                                      $428,540
1030 Delta Blvd, Dpt 675
Atlanta, GA 30354

Batesville Casket Corp                           $380,595
1 Batesville Blvd
Batesville, IN 47006

Terumo Medical Corp                              $322,107
210 Cottontail Lane
Somerset, NJ 08873

Amcor Canada                                     $275,898
10521 So M52 Hwy
Manchester, MI 48158

Rohmax USA Inc                                   $262,807
299 Jefferson Rd
Parsippany, NJ 07054

United Initiators                                $256,011
299 Jefferson Rd
Parsippany, NJ 07054

Amcor Expedite                                   $204,789
10521 So M 52 Hwy
Manchester, MI 48158

SKW Quab Chemicals Inc                           $155,363

Jay R Smith Mfg Co                               $95,165

Amcor Puerto Rico                                $38,260


TWO BROTHERS: Court Denies Enterprise Bank's Admin. Claims
----------------------------------------------------------
Bankruptcy Judge Daniel P. Daniel denied, without prejudice,
Enterprise Bank and Trust's claims relating to Two Brothers V,
Inc., Two Brothers IX, Inc., and Two Brothers X, Inc. in a May 2,
2013 order available at http://is.gd/LRgypofrom Leagle.com.

TBV, TBIX, TBX and Two Brothers VI, Inc. operate gas stations and
convenience stories.  They each filed for bankruptcy (Bankr. D.
Ariz. Case No. 10-23048) on Sept. 2, 2010.  Enterprise Bank holds
a senior secured lien on each of four Arizona gas stations
operated by the Two Brothers Debtors.  The September Debtors'
Chapter 11 Plan was confirmed on Jan. 16, 2013.

In light of the Confirmation Decision, Enterpise Bank contends its
collateral depreciated at a rate greater than the amount of
adequate protection payments it received and is, therefore,
entitled to superpriority administrative expense claims in the
amount of the inadequacy of its protection payments.

In its May 2 ruling, Judge Daniel said, "Enterprise has not
established that its collateral declined in value between the
Petition Date and the date of the Confirmation Decision because no
September 2010 appraisals were submitted to the Court and the
values identified in the September Debtors' schedules suggest that
Enterprise's collateral has increased in value since the Petition
Date."

The Bankruptcy Court however said if valuations of Enterprise
Bank's collateral as of September 2010 are submitted, it will
review those valuations and then make a determination as to
whether the adequate protection payments made by the September
Debtors were insufficient to cover any postpetition diminution in
the value of Enterprise's collateral so as to entitle Enterprise
Bank to a superpriority administrative expense claim.


US AIRWAYS: Fitch Rates New $1.6BB Secured Term Loans 'BB+/RR1'
---------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+/RR1' to US Airways'
proposed senior secured term loan facility. The Issuer Default
Ratings (IDR) for US Airways, Inc. and its parent company US
Airways Group, Inc. (LCC) remain unchanged at 'B+' with a Positive
Outlook.

US Airways, Inc. is expected to enter into a new senior secured
term loan facility to repay debt including LCC's existing senior
secured term loan, which will mature on March 23, 2014, and
several smaller secured loans. The new senior secured term loan
facility is expected to consist of two term loans: a $1 billion
term loan B1 due in 2019 and a $600 million term loan B2 due in
2016. The loans are expected to amortize at 1% per annum, paid
annually.

LCC entered into the existing senior secured term loan facility in
March of 2007 and borrowed approximately $1.6 billion, which has
amortized to approximately $1.1 billion as of March 31, 2013. The
rating for the existing term loan will be withdrawn when the new
facility closes.

Key Rating Drivers:

The new credit facility will be secured by a first-priority
perfected security interest in all of the appraised collateral
securing the existing term loan, collateral supporting the smaller
loans being refinanced, and some additional assets being added to
enhance the collateral package for the new term loans. The
collateral package includes certain real estate, spare engines,
spare parts, aircraft, DCA and LGA slots and gates, ground service
equipment, flight simulators, slots and gates at LHR, and US
Airways, Inc.'s LHR routes, as well as restricted cash and
eligible accounts receivable.

The 'BB+' rating is supported by the expected recovery from the
collateral securing the facility and by LCC's IDR of 'B+'. Fitch's
recovery analysis incorporates a bespoke valuation of the
collateral underlying the term loan facility. Using generally
conservative assumptions in a distressed scenario, first-lien
holders would likely receive a recovery of 91%-100%, equating to
an 'RR1' rating under Fitch's corporate recovery rating criteria.

LCC's IDR continues to reflect the transformation of the company's
business model which has significantly improved its financial
profile since the credit crisis. Over the past year LCC produced
record revenues, profitability and cash flow, in spite of a
lackluster macro environment and volatile fuel prices. As a
result, LCC's credit metrics notably improved. While significant
risks remain, Fitch believes LCC is in a better position to
withstand a weak operating environment or higher fuel costs. Other
factors supporting the ratings include structural changes in the
U.S. airline industry and LCC's relative cost position (including
no defined benefit pension plan) which give the company
significant operating leverage in a growing economy.

Fitch's primary concerns for LCC on a standalone basis include the
company's high debt levels including looming maturities next year,
and limitations on its ability to reduce network capacity based on
current pilot contracts, in addition to the cyclicality and event
risk inherent in the airline industry. Although LCC's unhedged
fuel strategy poses a risk in a severe fuel spike scenario,
current industry fundamentals enable LCC and its peers to largely
pass on higher fuel costs through higher fares when demand is
rising, or cut capacity when demand is falling.

The Positive Rating Outlook reflects the potential credit benefits
over the next one to two years from LCC's pending merger with
American Airlines. Fitch maintains its view that the proposed
merger enhances LCC's network and credit profile but expects
potential benefits to be realized over the longer term.

Rating Sensitivities:

The term loan ratings are tied to LCC's IDR and the collateral
value securing the facility. Fitch could consider a negative
rating action on the term loans if there were a significant
devaluation of the collateral, which would affect the recovery
rating, or a downgrade of LCC's IDR. A positive rating action on
the term loans could follow an upgrade of LCC's IDR.

Fitch has assigned these ratings:

US Airways, Inc.

-- Sr. Secured Term Loan B1 due 2019 at 'BB+/RR1';
-- Sr. Secured Term Loan B2 due 2016 at 'BB+/RR1'.

Fitch rates US Airways as follows:

US Airways Group, Inc.

-- IDR 'B+';
-- Sr. Secured Term Loan due 2014 'BB+/RR1';
-- Senior Unsecured Convertible Notes 'B-/RR6'.

US Airways, Inc.

-- IDR 'B+'.

The Rating Outlook is Positive.


US AIRWAYS: Moody's Assigns 'B2' Rating to $1.6-Bil. Term Loan
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the new $1.6
billion term loan facility that US Airways, Inc. will arrange.
There will be a $1.0 billion tranche due in May 2019 and a $600
million tranche due in November 2016. Each tranche will amortize
1% per annum. US Airways obligations under the credit agreement
will be guaranteed by its parent, US Airways Group, Inc. and
certain of its subsidiaries. The Corporate Family Rating of US
Airways Group, Inc. is B3. The rating outlook is stable.

The proceeds of the new facility will fund the repayment prior to
maturity of the about $1.1 billion outstanding on the company's
existing senior secured term loan facility due March 29, 2014
(rated B2) and of other financings secured by spare parts, slots,
aircraft or spare engines. About $250 million of cash will go to
the balance sheet as well. Moody's will withdraw the rating on the
existing term loan following its repayment in full.

Ratings Rationale:

The B3 CFR reflects Moody's belief that the company can sustain
credit metrics at levels supportive of the B3 rating category over
the intermediate term. US Airways' existing network, anchored by
hubs in Charlotte, Philadelphia, Phoenix and Washington, D.C., is
mainly a U.S. domestic network that is smaller than those of its
larger legacy airline peers. However, Moody's expects US Airways
to manage its capacity with a focus on earning acceptable returns
on capital, which should help it produce competitive airline
operating and financial metrics. Moody's expects these metrics
will be maintained despite the current up-gauging of the fleet
with Airbus A321s replacing smaller aircraft. This up-gauging is
being undertaken during a period in which lackluster economic
growth could pressure industry demand, yields and operating
profits. Moody's also believes that effects of the sequestor on
U.S. government and corporate spending and the rollback of the
payroll tax holiday in 2013 could incrementally pressure demand in
upcoming quarters. However, the recent pull-back in the cost of
fuel, if sustained, should help to mitigate any such pressure.

The stable outlook anticipates that US Airways will generate about
breakeven to modestly positive free cash flow generation in the 24
month period through the end of 2014 notwithstanding higher
capital expenditures for new aircraft. This is balanced against
potential near term pressures on earnings and cash flows following
the execution of the merger transaction because of integration
expenses and increased compensation expense. The stable outlook
also reflects Moody's expectation that the company will maintain
capacity discipline and use revenue management to help mitigate
downwards pressure on earnings when the cost of fuel meaningfully
increases.

A positive rating action could follow if the company were to
further strengthen its metrics profile or smoothly integrate its
and American's operations and work groups, allowing it to focus on
achieving the forecasted revenue synergies that are important to
the financial success of the merger. Sustaining Debt to EBITDA
below 5.5 times, Funds from operations + interest to interest
above 3.0 times and positive free cash flow generation with the
expected higher investment levels could support an upgrade. A
merger of legal entities that results in the combined enterprise
becoming the legal obligor of all of US Airways' debt could also
positively pressure the ratings. A negative rating action could
follow if the company's unrestricted cash fell below $1.8 billion
before the completion of the merger. The inability to control non-
fuel operating costs or to sustain competitive yields, either of
which would challenge the company to maintain its operations over
the long-term could also lead to a downgrade. Debt to EBITDA that
surpasses 7.0 times, FFO + Interest to Interest that approaches
2.0 times or sustained negative free cash flow generation could
pressure the ratings.

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

US Airways, along with US Airways Shuttle and US Airways Express,
operates nearly 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Mexico, Europe, the Middle East,
the Caribbean, Central and South America.


US AIRWAYS: S&P Assigns 'B+' Rating to $1.6 Billion Term Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B+' rating to US Airways Inc.'s $1.6 billion term loan.  US
Airways Inc. is the major operating subsidiary of US Airways Group
Inc.  The $1 billion Tranche B1 matures in 2019, and the
$600 million Tranche B2 matures in 2016.  The recovery rating is
'1', indicating S&P's expectation that lenders would receive very
high (90%-100%) recovery in a payment default scenario.  The
company will use the term loans primarily to refinance its
existing term loan.

S&P's ratings on US Airways Group Inc. reflects its substantial
debt and lease burden and participation in the high-risk U.S.
airline industry.  The ratings also incorporate benefits from the
company's operating costs, which are lower than those of other
legacy airlines.  Tempe, Ariz.-based US Airways is the fifth-
largest U.S. airline, carrying about 9% of industry traffic.  S&P
characterizes the company's business profile as "weak," its
financial profile as "highly leveraged," and its liquidity as
"adequate" under S&P's criteria.  On Feb. 14, 2013, US Airways and
AMR Corp. (parent of American Airlines Inc.) announced a merger
agreement.  S&P will evaluate the merger (which is subject to
regulatory review and other conditions) and how it fits into AMR's
plan to emerge from bankruptcy, and S&P could place ratings on
CreditWatch with positive implications if it believes it is likely
it would rate the merger entity 'B' (S&P do not foresee a
likelihood of a higher rating, nor do it believes it likely that
it would lower the corporate credit rating).  The timing of any
CreditWatch placement or rating change would depend on both the
availability of information needed to judge merger effects and
greater clarity around the timing and certainty of the transaction
proceeding.

RATINGS LIST

US Airways Group Inc.
US Airways Inc.
Corporate Credit Rating                     B-/Positive/--

New Ratings

US Airways Inc.
$1 bil Tranche B1 term loan due 2019        B+
  Recovery Rating                            1
$600 mil Tranche B2 term loan due 2016      B+
  Recovery Rating                            1


VANTIV LLC: Moody's Rates New $2.1BB Debt Ba2 & Affirms Ba2 CFR
---------------------------------------------------------------
Moody's Investors Service affirmed Vantiv, LLC's corporate family
rating  at Ba2, the probability of default rating at Ba3-PD, the
Speculative Grade Liquidity Rating at SGL-1, and assigned a Ba2
rating to the proposed senior credit facility (total of $2.1
billion). The outlook is stable.

The proceeds of the credit facilities will be used to refinance
the existing term loans, fund a $400 million share repurchase, and
provide for general corporate spend. Vantiv plans to purchase
shares equal to about 46% of the proceeds from a secondary
offering by its two largest owners. Advent International and Fifth
Third Bancorp own about two thirds of Vantiv's shares now, and
will still own more than half of the shares after the secondary
offering.

Ratings Rationale:

Upsizing of the term loan by $650 million will add over a turn of
leverage at close to about 3.6 times (pro forma for the Litle
acquisition as of March 31, 2013). However, Moody's anticipates
that adjusted debt to EBITDA will drop below 3 times by the end of
2014 based on 5% annual debt amortization and Moody's expectation
of annual EBITDA growth in the upper single digits. This debt to
EBITDA level is consistent with Moody's expectation of leverage
for the Ba2 rating.

The Ba2 CFR considers Vantiv's significant scale in its markets
and strong position as both a merchant acquirer and a card issuing
processor for financial institutions. Vantiv will continue to
benefit from the secular shift to electronic payments and its
recurring transaction-based revenue stream. In addition, Vantiv
has a highly scalable processing platform, which helps to drive
high profit margins (about 50% adjusted EBITDA margins on net
revenues), which leads to Moody's expectation of predictable cash
flow.

Revenue stability is also supported by the client referral network
of Fifth Third Bancorp and multi-year contracts with merchants and
financial institutions. The reduced ownership stake by Fifth Third
Bancorp (Vantiv's largest customer, accounting for about 4% of
total net revenues) may provide less credit support for Vantiv,
who has benefited from the bank's stature and vast merchant
customer base. However, Moody's believes this risk is partly
mitigated by Fifth Third's still significant ownership stake (more
than 25% following the secondary offering), 2 board seats (out of
11 board members), and contract with Vantiv until 2019.

The stable outlook reflects Moody's view that Vantiv will generate
at least mid-single digit revenue growth and steady cash flow with
projected annual free cash flow exceeding $250 million. This cash
flow is expected even with a sluggish U.S. economy as the company
continues to benefit from its expanding merchant base and the
ongoing shift to electronic card payments. Moody's expects that
acquisition activity will be funded through excess cash and no
dividends will be paid over the intermediate term.

Vantiv's Ba2 CFR could be upgraded following a sustained period of
debt to EBITDA in the low 2x range, combined with an increase in
market share through organic revenue growth without pressuring
operating margins. The Ba2 CFR could be downgraded with slowing
revenue and profit growth below market or U.S. GDP growth rates,
increased customer churn, poor execution, or heightened
competition. In addition, negative rating pressure could arise
from higher financial leverage (in excess of 4x on a Moody's
adjusted basis) for an extended period of time.

Ratings affirmed:

CFR Ba2

PDR Ba3-PD

Speculative Grade Liquidity Rating of SGL-1

Ratings assigned:

$1,850M Senior Secured Term Loan A, Assigned Ba2, (LGD 2, 29%)

$250M Senior Secured Revolving Credit Facility, Assigned Ba2,
(LGD 2, 29%)

Ratings to be withdrawn upon close:

$1,000M Senior Secured Term Loan A, Ba2, (LGD 2, 28%)

$250M Senior Secured Term Loan B, Ba2, (LGD 2, 28%)

$250M Senior Secured Revolving Credit Facility, Ba2, (LGD 2,
28%)

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


VANTIV LLC: S&P Retains 'BB+' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' issue-level
rating (two notches above the company's corporate credit rating)
and '1' recovery rating to Vantiv LLC's proposed $2.1 billion
first-lien senior secured credit facility, consisting of a
$250 million revolver and $1.85 billion term loan A both maturing
in 2018.  The '1' recovery rating indicates S&P's expectation for
very high (90% to 100%) recovery in the event of a payment
default.  The company will use proceeds from the new debt to
refinance the existing capital structure at lower interest rates
and extended maturities.  The refinancing also increases total
debt in the capital structure at the end of first-quarter 2013 by
about $650 million, the bulk of which S&P expects will be used for
future share repurchases.

"We have maintained our recovery rating assumptions and estimated
default level recovery valuation from our last recovery analysis
(approximately $1.9 billion).  The $600 million of incremental
debt does not result in lower recovery expectations or issue-level
ratings because our estimated recovery percentage was well over
100% previously, and the all term loan A structure versus the
prior term loan A and term loan B structure creates more mandatory
amortization and thus only approximately $350 million more of
first-lien debt outstanding in our projected year of default in
the current analysis.  Our estimated recovery percentage did
decline from well over 100% to modestly over 100%," S&P said.

The additional debt increases S&P's last-12-months ended March 31,
2013, pro forma leverage to around 3.5x from about 2.5x.  Free
operating cash flow (FOCF) to debt declines to about 13% from
about 17%.  However, S&P's rating incorporates that leverage
should decrease to the low-3x area by fiscal year end 2013, and to
the mid-2x area by the end of 2014, through EBITDA growth and
mandatory amortization.  FOCF should also still approach
$300 million as total annual interest expense will be unchanged
due to the lower rates, and FOCF to debt will improve to the
midteens percent range over the near term.  These current and
prospective credit metrics are still within the bounds of S&P's
"significant" financial risk score.  Therefore, given this and
S&P's "satisfactory" business risk assessment, its 'BB+' corporate
credit rating and stable outlook on the company are unchanged by
the proposed transaction.

The ratings on Vantiv reflect the company's "satisfactory"
business risk profile and "significant" financial risk profile.
The business risk incorporates Vantiv's meaningful market position
in the U.S. payment processing industry, breadth of services,
above-average industry EBITDA margins, and strong growth momentum.
These factors are partially offset by relatively limited
geographic diversity and highly competitive, rapidly evolving
industry conditions with both similar size and substantially
larger competitors.  The financial risk profile acknowledges the
company's good FOCF and currently moderate leverage, but also
recognizes its acquisitive growth strategy, and short track record
of operating with the current leverage profile.

RATINGS LIST

Vantiv LLC
Corporate Credit Rating                            BB+/Stable/--

New Rating

Vantiv LLC
$250.0 Mil. Revolver Due 2018                      BBB
   Recovery Rating                                  1
$1.85 Bil. Term Loan A Due 20018                   BBB
   Recovery Rating                                  1


WENTWORTH BROTHERS: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Wentworth Brothers, LLC
        77 Wentworth Street, Suite 301
        Charleston, SC 29401

Bankruptcy Case No.: 13-02604

Chapter 11 Petition Date: May 2, 2013

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: Hon. David R. Duncan

Debtor's Counsel: D. Nathan Davis, Esq.
                  DAVIS LAW FIRM
                  12-A Carriage Lane
                  Charleston, SC 29407
                  Tel: (843) 571-4042
                  E-mail: nathan@davislawsc.com

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

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

A list of the Company's nine largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/scb13-2604.pdf

The petition was signed by Nicholas P. Powers and Neil Stevenson,
members.


WESTBURY INC: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Westbury Inc.
        2101 Westbury Dr.
        Yukon, OK 73099

Bankruptcy Case No.: 13-12060

Chapter 11 Petition Date: May 2, 2013

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Hon. Sarah A. Hall

Debtor's Counsel: Gabriel Rivera, Esq.
                  RIVERA & ASSOCIATES, INC.
                  P.O. Box 7837
                  Moore, OK 73153-1837
                  Tel: (405) 794-1155
                  E-mail: rivassoc9@gmail.com

Scheduled Assets: $4,709,790

Scheduled Liabilities: $1,377,629

A list of the Company's 13 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/okwb13-12060.pdf

The petition was signed by Benjamin Young Han, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Benjamin Young Han and                 13-11567   04/08/13
Younghee Cho Han


WILLIAMS GULF: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Williams Gulf Service Station, Inc.
        80 Elmwood Drive
        Brewster, NY 10509

Bankruptcy Case No.: 13-36038

Chapter 11 Petition Date: May 2, 2013

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

Judge: Hon. Cecelia G. Morris

Debtor's Counsel: Rick Cowle, Esq.
                  THE LAW OFFICE OF RICK S. COWLE
                  95 Gleneida Avenue
                  Carmel, NY 10512
                  Tel: (845) 225-3026
                  Fax: (845) 225-3027
                  E-mail: RCowlelaw@comcast.net

Scheduled Assets: $956,635

Scheduled Liabilities: $1,273,469

A list of the Company's eight largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nysb13-36038.pdf

The petition was signed by Gary Shultz, president.


WNA HOLDINGS: Moody's Assigns 'B2' CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and a B2-PD Probability of Default Rating to WNA Holdings, Inc.
the parent company of plastic tableware maker Waddington North
America.

Concurrently, Moody's assigned a B1 rating to $500 million in
proposed first lien credit facilities and a Caa1 rating to a $150
million second lien credit facility for WNA. Ratings were
previously assigned to Waddington, the legal borrower of the
company's existing rated debt. The rating outlook is stable.

Proceeds from the proposed senior secured credit facilities are
expected to be used towards the acquisition of Par-Pak Limited --
a North American manufacturer of thermoformed plastic packaging -
and to refinance existing debt obligations at Waddington and pay
related fees and expenses.

WNA Holdings, Inc. and its co-borrowing subsidiaries:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$50 million first lien revolving credit facility expiring 2018 at
B1 (LGD 3, 38%)

$450 million first lien term loan due 2020 at B1 (LGD 3, 38%)

$150 million second lien term loan due 2020 at Caa1 (LGD 5, 89%)

The following ratings will be withdrawn upon closing:

Waddington North America, Inc.:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$30 million senior secured revolving credit facility expiring 2017
at B1 (LGD 3, 37%)

$220 million senior secured term loan due 2018 at B1 (LGD 3, 37%)

Rating Rationale:

"We view the Par-Pak acquisition a credit neutral event overall,"
commented Moody's lead analyst, John Zhao. "While financial
leverage will increase initially, we expect that the company will
generate solid free cash flow to pay down debt and reduce its
leverage steadily in the next 12-18 months." In addition, the
acquisition will increase WNA's scale, product breadth --
particularly in the specialty segment -- and geographic presence.
However the transaction creates integration risk.

The B2 Corporate Family Rating reflects WNA's modest scale, narrow
product focus, competitive industry environment, and high
financial leverage. The rating is also constrained by significant
customer concentration, the commoditized nature of a large portion
of WNA's revenue, and susceptibility to resin cost increases.

Positive rating consideration is given to WNA's overall good
operating margins, driven by its leading position in the niche
premium rigid plastic disposable tableware category, Par-Pak's
leading position in plastic container packaging for the bakery
industry in Canada, and the long relationships with key customers.
Moody's also views favorably the improved operating performance in
the year ended March 2013, as a result of rapid growth at the
acquired Polar and Eco-Products business, improved customer and
product mix, and volume growth. Finally, Moody's expectation that
WNA will maintain a good liquidity position also supports the
rating.

Despite earnings volatility and increased leverage from the Par-
Pak acquisition, the stable rating outlook reflects Moody's
expectation that the company will reduce its leverage and maintain
debt/EBITDA (incorporating Moody's standard accounting
adjustments) in the 4.5- 5.5 times range. The outlook also
incorporates Moody's view that WNA's liquidity will remain sound.

Ratings could be downgraded if WNA is unable to reduce debt/EBITDA
below 5.5 times or if free cash flow diminishes on a sustained
basis. A loss of major customers, additional significant debt-
financed acquisitions, increased earnings volatility or
significant margin erosion could also result in a downgrade.

Given the relatively small size of the company and its narrow
product and industry focus, an upgrade is unlikely in the near
term. Over time, if WNA is able to improve its scale and product
diversification while maintaining good margins, ratings could be
upgraded. Quantitatively, an upgrade would require WNA to sustain
debt/EBITDA below 4.0 times and EBIT/interest above 2.0 times. An
upgrade would also require the company to reduce earnings
volatility from commodity fluctuations and maintain a conservative
financial policy.

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

WNA primarily designs and manufactures plastic plates, cups and
cutlery. Sales during the twelve months ended December 31, 2012
would be approximately $566 million pro forma the impact from Par-
Pak acquisition. Olympus Partners, a private equity firm, acquired
the company in October 2012.


YARWAY CORP: Sues to Shield Parent Tyco From Asbestos Claims
------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that defunct industrial
manufacturer Yarway Corp. launched a suit Monday to protect its
Swiss parent Tyco International Ltd. and other nondebtor
affiliates from the asbestos claims that tipped the company into
bankruptcy last month.

According to the report, filed in Delaware bankruptcy court, the
adversary suit targets dozens of asbestos plaintiffs firms and
hundreds of their clients who have already sued Yarway, seeking to
extend the automatic stay in the company's Chapter 11 case to
cover Tyco for any pending or future asbestos claims associated
with Yarway.

                     About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.


YOUR PLUMBER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Your Plumber, Inc.
        2004 Windy Terrace
        Cedar Park, TX 78613

Bankruptcy Case No.: 13-10838

Chapter 11 Petition Date: May 2, 2013

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Hon. Tony M. Davis

Debtor's Counsel: Barbara M. Barron, Esq.
                  Stephen W. Sather, Esq.
                  BARRON & NEWBURGER, P.C.
                  1212 Guadalupe, #104
                  Austin, TX 78701
                  Tel: (512) 476-9103
                  Fax: (512) 476-9253
                  E-mail: bbarron@bnpclaw.com
                          ssather@bn-lawyers.com

Scheduled Assets: $61,207

Scheduled Liabilities: $1,650,349

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/txwb13-10838.pdf

The petition was signed by Grady A. Daniel, president.


* Fitch: US Credit Card Delinquency Metrics Support Strong Credit
-----------------------------------------------------------------
Recent declines in delinquency rates signal a strong near-term
credit outlook for U.S. credit card issuers, according to a Fitch
Ratings report.

Delinquencies of 30 days or more averaged 2.06% for the top
general purpose card issuers in 1Q13; down 40 bps year over year
and down 7 bps from the prior quarter. This trend suggests that
material deterioration in credit card loss metrics is not
imminent. Still, Fitch believes credit metrics are at
unsustainable levels over the long term.

Fitch expects delinquency and loss rates to creep modestly higher
over the remainder of 2013, although the agency believes credit
metrics may stabilize at a rate lower than the historical average
given changes in underwriting criteria, declines in subprime
exposure and a broader focus on card transactors over revolvers.

Portfolio contraction continued at the larger banks in 4Q12 and
1Q13, while other issuers recorded modest portfolio expansion.
Fitch believes the level of portfolio contraction among the top
card issuers signals a near-bottoming of portfolio balances. Fitch
expects low-to-mid single-digit portfolio growth in 2013.

Card segment profitability remained solid across the sector, with
the top seven issuers posting a return on average loans of 4.1% in
1Q13, compared with 4.3% in 1Q12. The decline in returns primarily
reflects a reduction in reserve releases, although releases
continued across the space, even for issuers with portfolio
growth.

Fitch expects provisions pose an increasing risk to bottom line
earnings for most issuers over the balance of 2013.

The full report is entitled 'Credit Cards: Asset Quality Review
1Q13.'


* Moody's Says US Municipal Bond Defaults Remain Low
----------------------------------------------------
Municipal bond defaults have increased in number since the start
of the financial crisis, but remain extremely infrequent, says
Moody's Investors Service in its annual report "US Municipal Bond
Defaults and Recoveries, 1970 -- 2012." In the period from 1970-
2007, defaults of Moody's-rated credits averaged 1.3 per year. For
the 2008-12 period, however, following five new defaults in 2012,
the average rose to 4.6 defaults per year.

However, the one-year default rate for Moody's-rated municipal
issuers remains very low at an average of 0.030% for the last five
years, compared to the 0.009% average for the 1970-2007 period and
the 0.012% average over the entire 43-year period of Moody's
study.

Of the five defaults in 2012, three were of Moody's-rated general
government bonds. Several other local governments that Moody's
does not rate also filed for bankruptcy during the year.

These numbers are small given that Moody's has approximately
16,000 US public finance ratings, roughly 8,300 of which, or 53%,
are on general obligation (GO) bonds.

Although downside pressure in the municipal sector may persist for
some time, Moody's believes municipal defaults will remain few in
number.

"Even recently increased default activity remains well within
levels predicted by our present municipal rating distribution,"
says Anne Van Praagh, a Moody's Managing Director and Chief Credit
Officer for Public Sector Ratings. "However, risks are tilted to
the downside going forward."

Historically, the majority of municipal defaults -- 70% -- have
been in the healthcare and housing project finance sectors. In
recent years, however, general governments began experiencing a
confluence of economic, financial, and governance challenges that
have been increasing the number of defaults and bankruptcies.

"Growing pension costs, increasing exposure to the capital markets
and changing attitudes towards default and bankruptcies have
intensified credit stress faced by local governments," says Van
Praagh. "Demographic trends may further constrain some local
governments' long-term flexibility, creating an environment with
more downside risks and limited upside potential."

The increase in municipal government defaults is in line with the
growing number of municipal governments that have speculative-
grade ratings.

Historical ultimate recovery rates on defaulted US municipal bonds
are generally higher than those on unsecured corporate bonds, says
Moody's. On average, the ultimate recovery for municipal bonds was
just under 65% for the period 1970-2012, compared to 49% for
corporate senior unsecured bonds over 1987-2012. However,
municipal recovery rates are highly dispersed across individual
bonds, ranging from full recovery to two cents on the dollar.


* Moody's Says US TV Broadcast Sector Continues to Consolidate
--------------------------------------------------------------
Mergers and acquisitions in the US broadcast television sector
represent more than an example of the M&A activity picking up in
other US corporate sectors, Moody's Investors Services says in a
new report. Broadcast deals now offer an additional sweetener for
the buyer: immediate arbitrage opportunities.

"Broadcast acquisitions give buyers immediate financial arbitrage
with minimal risk, allowing them to raise the retransmission fees
paid by the seller's existing cable, satellite and telecom video
service providers," says Vice President -- Senior Analyst Carl
Salas in the new report, "US Broadcast Buyers and Sellers Benefit
as New Wave of Arbitrageurs Stake Their Claims."

"Both buyers and sellers stand to benefit because buyers, armed
with more favorable retransmission agreements, can offer sellers
generous multiples for the chance to gain arbitrage
opportunities," Salas adds.

The mature US television broadcast industry continues to
consolidate. The value of M&A deals among pure-play television
broadcasters will surpass $3.5 billion, and could even exceed $6
billion, in 2013-2014 as buyers seize arbitrage opportunities.

The Moody's report says that larger broadcast owners such as LIN
Television, Nexstar Broadcasting, Sinclair Broadcast Group and
Tribune Company, among others, appear the most likely buyers over
the next year, while Allbritton Communications and broadcasters
owned by financial sponsors, including FoxCo, Granite Broadcasting
and Local TV, rank among the likeliest takeover targets.

Broadcasters' financial sponsors and private equity investors are
seizing the moment to take a profit on their broadcast holdings,
Salas says. The 2012 political campaign brought in record levels
of ad cash, giving potential acquirers money to spend or to repay
debt balances, while making targets more attractive.

In the near future, Moody's expects that Oak Hill Capital will
sell stakes in Local TV and FoxCo, and that Silver Point Capital
will follow up its divesting of holdings in Communications
Corporation of America with the sale of Granite Broadcasting.

Companies buying US broadcasters or their assets have so far
avoided rating downgrades, even when the buyer's leverage
increases at the outset. Indeed, ratings have improved in at least
six significant transactions.

"M&A transactions improve the acquiring broadcaster's business
model, including diversification and scale," Salas says. "They can
also add another primary signal to the same operator in a market,
thereby increasing a broadcaster's presence and offering
meaningful cost reductions."


* Chartis Partly Escapes Suit Over Losses on $103M Hotel Loan
-------------------------------------------------------------
Scott Flaherty of BankruptcyLaw360 reported that a New York state
judge on Monday tossed part of a suit alleging that Chartis
Specialty Insurance Co. failed to cover an investment firm for
losses after a Mexican court ruled that bankrupt businesses didn't
have to make payments on a $103 million loan to hotel operators.

According to the report, in a mixed ruling, New York State Supreme
Court Judge Shirley Werner Kornreich granted in part and denied in
part Chartis' motion to dismiss CT Investment Management Co. LLC's
suit, which alleges that Chartis did not honor a political
contract.


* MBIA, Bank of America Unveil Comprehensive Settlement
-------------------------------------------------------
MBIA Inc. on Monday said it has, together with its subsidiaries
MBIA Insurance Corporation (MBIA Corp.) and National Public
Finance Guarantee Corporation (National), agreed to the terms of a
comprehensive settlement agreement and related agreements (the
Settlement Agreement) with Bank of America Corporation and certain
of its subsidiaries.

Under the terms of the Settlement Agreement, MBIA Corp. will
receive a net payment of approximately $1.7 billion, consisting of
approximately $1.6 billion in cash and $137 million principal
amount of MBIA Inc.'s 5.70% Senior Notes due 2034. In exchange for
the $1.7 billion net payment, MBIA Corp. will dismiss the
litigation commenced in September 2008 against Countrywide Home
Loans, Inc., among other parties, and later amended to include
claims against Bank of America, relating to breaches of
representations and warranties on certain MBIA-insured
securitizations sponsored by Countrywide. Bank of America and MBIA
have also agreed to the commutation of all of the MBIA Corp.
policies held by Bank of America, which have a notional insured
amount of approximately $7.4 billion, and of which $6.1 billion
are policies insuring credit default swaps held by Bank of America
referencing commercial real estate exposures. MBIA Corp. will have
no further payment obligations under the commuted policies.

The Settlement Agreement requires certain approvals of the New
York State Department of Financial Services, which are expected to
be received shortly, at which point the parties will execute the
agreements and promptly close all contemplated transactions
described herein.

"We are very pleased to have reached a comprehensive settlement
agreement with Bank of America that improves the outlook for MBIA
Insurance Corp. and sets the stage for National to reclaim its
leadership position in the U.S. public finance insurance market,"
said Jay Brown, MBIA CEO. "I appreciate Bank of America's efforts
to arrive at a fair agreement that resolves a number of legacy
issues for both institutions as well as the assistance provided by
Superintendent Lawsky and the New York State Department of
Financial Services. While work remains to be done, today's
announcement represents a significant milestone in MBIA's
Transformation for the future and toward our goal of resuming
growth in shareholder value."

Under the terms of the Settlement Agreement, Bank of America will
receive five-year warrants to purchase 9.94 million shares of MBIA
common stock at a price of $9.59 per share. Bank of America also
agreed to dismiss its claims in the pending litigation concerning
the restructuring transactions announced by MBIA on February 18,
2009 (the Transformation) and the pending litigation between the
parties concerning the senior debt Consent Solicitation completed
by MBIA in the fourth quarter of 2012. In addition, Bank of
America agreed to withdraw the purported "notice of default" it
sent in connection with the Consent Solicitation.

MBIA Corp.'s policies insuring the residential mortgage-backed
securities (RMBS) transactions originated by Countrywide will
continue to be in full force and effect, and MBIA Corp. will
continue to make timely payment of principal and interest when due
under these policies. Bank of America will have no further put-
back liability to MBIA with respect to the insured Countrywide
transactions.

In addition, MBIA Corp. has entered into a $500 million three-year
secured revolving credit agreement with Bank of America, which
MBIA Corp. may use for general corporate purposes. Borrowings
under the agreement will be secured by a pledge of the collateral
that secured the National loan to MBIA Corp. and by MBIA Corp.'s
equity interest in its wholly-owned subsidiary, MBIA UK (Holdings)
Limited.

The payment from Bank of America, including the MBIA Inc. bonds,
will be used to repay the remaining outstanding balance and
accrued interest on MBIA Corp.'s secured loan from National in
accordance with its terms. The secured loan balance of
approximately $1.7 billion as of April 1, 2013 had been reduced to
approximately $1.6 billion as a result of the receipt of $110
million on May 2, 2013 in settlement of representation and
warranty related litigation with Flagstar Bank.

The value of the settlement is consistent with amounts recorded to
MBIA Corp.'s statutory balance sheet at year-end 2012. However,
the settlement substantially improved its liquidity and capital
risk profile by eliminating potentially substantial near-term
payment obligations and $7.4 billion of insured exposure,
providing funds for the repayment of the secured loan from
National and making a $500 million secured loan facility available
for general corporate purposes.

The Blackstone Group served as financial advisor to the Company in
connection with the settlement.

                           *     *     *

Karen Freifeld and Dan Wilchins, writing for Reuters, reported
that the settlement marks Bank of America Chief Executive Brian
Moynihan's latest step to fix wide-ranging litigation related to
the financial crisis and relieves investor fears that MBIA might
face liquidation over the bank's claims.

"I think Bank of America was able to put some pressure on and
extract some clear leverage from the fact that MBIA looked to be
on the brink," attorney Don Hawthorne, a partner at Axinn, Veltrop
& Harkrider who has represented clients in mortgage-backed
securities litigation, told Reuters.  "It's probably a good deal
all around," he added, reflecting that "MBIA obviously had a
strong case and Bank of America had a strong negotiating
position."

MBIA had long been in the sleepy business of guaranteeing
municipal debt against default, but last decade it began
guaranteeing riskier structured bonds, such as repackaged mortgage
securities, in a bid to add revenue and profit, Reuters noted.
That backfired as MBIA lost its top credit ratings and banks
sought to hold it liable for losses after the housing bubble
burst. Short sellers such as hedge fund manager William Ackman
argued MBIA lacked capital to cover structured finance losses.

To survive, MBIA won approval in 2009 from New York's insurance
regulator, now part of the state's Department of Financial
Services, to split into a municipal bond insurer to underwrite new
deals and a guarantor of structured finance products that would
handle old claims, Reuters said.  But 18 banks objected, saying it
would leave MBIA insolvent and unable to pay its mortgage-related
claims.

The settlement leaves Societe Generale as the only bank still in
that case, Reuters pointed out.  A spokesman did not immediately
respond to a request for comment.


* Radian Releases Delinquency Data for April
--------------------------------------------
Radian Guaranty Inc., the mortgage insurance subsidiary of Radian
Group Inc., on May 7 released data for primary mortgage insurance
delinquencies for April 2013.

The information regarding new delinquencies and cures is reported
to Radian from loan servicers.  Default reporting, particularly on
a monthly basis, may be affected by several factors, including the
date on which the report is generated and transmitted to Radian,
updated information submitted by servicers and by the timing of
servicing transfers.

                            April 2013

Primary New Insurance Written ($ in billions)             $4.12
Beginning Primary Delinquent Inventory
(# of loans)                                            85,109

                                    New Delinquencies     4,230
                                                Cures    (4,763)
                                                Paids
(including those charged to a deductible or captive)     (2,303)
                              Rescissions and Denials      (696)

Ending Primary Delinquent Inventory
(# of loans)                                             81,577

                          About Radian

Headquartered in Philadelphia, Radian Group Inc. --
http://www.radian.biz-- provides private mortgage insurance and
related risk mitigation products and services to mortgage lenders
nationwide through its principal operating subsidiary, Radian
Guaranty Inc.  These services help promote and preserve
homeownership opportunities for homebuyers, while protecting
lenders from default-related losses on residential first mortgages
and facilitating the sale of low-downpayment mortgages in the
secondary market.

                           *     *     *

As reported by the Troubled Company Reporter on March 4, 2013,
Standard & Poor's Ratings Services said that it has affirmed all
of its ratings on Radian Group Inc.  At the same time, S&P revised
the outlook to stable from negative.  S&P also assigned its 'CCC+'
senior unsecured debt rating to the company's proposed
$350 million convertible senior notes.


* Schneiderman Says BofA, Wells Fargo Violated Settlement
---------------------------------------------------------
David McLaughlin & Bob Van Voris, writing for Bloomberg News,
reported that New York Attorney General Eric Schneiderman said
Bank of America Corp. and Wells Fargo & Co. violated terms of a
nationwide settlement reached last year over banks' residential
mortgage foreclosure practices.

According to the report, Mr. Schneiderman said on May 7 in a
statement that the two banks have failed to comply with standards
established for processing homeowners' loan modification
applications. He said he plans to sue the banks unless a committee
set up to monitor the settlement's terms takes action.

"Wells Fargo and Bank of America have flagrantly violated their
obligations under the settlement," Mr. Schneiderman said at a news
conference, according to Bloomberg.

Mr. Schneiderman said delays by the banks in processing mortgage
loan modifications have caused New Yorkers to incur fees and fall
further behind in payments, putting them at even greater risk of
losing their homes, the Bloomberg report added.

Bank of America said in a statement that "through March we have
provided relief for more than 10,000 New York homeowners through
the national mortgage settlement, totaling more than $1 billion,"
the report cited.  The bank said it will work quickly to address
the customer complaints Schneiderman identified.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Alicia Blackman
   Bankr. C.D. Calif. Case No. 13-13784
      Chapter 11 Petition filed April 29, 2013

In re Melissa DeMarco
   Bankr. C.D. Calif. Case No. 13-11112
      Chapter 11 Petition filed April 29, 2013

In re Terrapin Ventures, LLC
   Bankr. N.D. Calif. Case No. 13-31013
     Chapter 11 Petition filed April 29, 2013
         See http://bankrupt.com/misc/canb13-31013.pdf
         Filed pro se

In re Kusam International Inc.
   Bankr. D.D.C. Case No. 13-00255
     Chapter 11 Petition filed April 29, 2013
         Filed pro se

In re The Council of Co-Owners of the Altamont Manor Condominium
   Bankr. D.D.C. Case No. 13-00256
     Chapter 11 Petition filed April 29, 2013
         See http://bankrupt.com/misc/dcb13-256.pdf
         represented by: Jeffrey M. Sherman, Esq.
                         Lerch, Early & Brewer
                         E-mail: jmsherman@lerchearly.com

In re Auspicious, Inc.
   Bankr. M.D. Fla. Case No. 13-02630
     Chapter 11 Petition filed April 29, 2013
         See http://bankrupt.com/misc/flmb13-2630.pdf
         represented by: Ronald Cutler, Esq.
                         Ronald Cutler PA
                         E-mail: ronaldcutlerpa@bellsouth.net

In re Compassion In Healthcare, Inc.
   Bankr. M.D. Fla. Case No. 13-02633
     Chapter 11 Petition filed April 29, 2013
         See http://bankrupt.com/misc/flmb13-2633.pdf
         represented by: Ronald Cutler, Esq.
                         Ronald Cutler PA
                         E-mail: ronaldcutlerpa@bellsouth.net

In re J. Burr
   Bankr. C.D. Ill. Case No. 13-70854
      Chapter 11 Petition filed April 29, 2013

In re Robert Taylor
   Bankr. D. Md. Case No. 13-17376
      Chapter 11 Petition filed April 29, 2013

In re Uzma Quader
   Bankr. E.D. Mo. Case No. 13-43995
      Chapter 11 Petition filed April 29, 2013

In re Zafar Quader
   Bankr. E.D. Mo. Case No. 13-43995
      Chapter 11 Petition filed April 29, 2013

In re Endless Possibilities, LLC
   Bankr. W.D. Mo. Case No. 13-41558
     Chapter 11 Petition filed April 29, 2013
         See http://bankrupt.com/misc/mowb13-41558.pdf
         represented by: Robert E. Arnold, Esq.
                         Arnold & Keck
                         E-mail: rarnold@arnoldkeck.com

In re Walter Lloyd
   Bankr. D. Nev. Case No. 13-13715
      Chapter 11 Petition filed April 29, 2013

In re 300 Woodbury Road LLC
   Bankr. E.D.N.Y. Case No. 13-72266
     Chapter 11 Petition filed April 29, 2013
         See http://bankrupt.com/misc/nyeb13-72266.pdf
         represented by: Scott R Schneider, Esq.
                         E-mail: scottsch@optonline.net

In re Vipal Kapoor
   Bankr. S.D.N.Y. Case No. 13-11360
      Chapter 11 Petition filed April 29, 2013

In re Charles Walker
   Bankr. E.D.N.C. Case No. 13-2740
      Chapter 11 Petition filed April 29, 2013

In re Smithburn, Inc.
   Bankr. W.D.N.C. Case No. 13-20068
     Chapter 11 Petition filed April 29, 2013
         See http://bankrupt.com/misc/ncwb13-20068p.pdf
         See http://bankrupt.com/misc/ncwb13-20068c.pdf
         represented by: Edward C. Hay, Jr., Esq.
                         Pitts, Hay & Hugenschmidt, P.A.
                         E-mail: ehay@phhlawfirm.com

In re John Holt
   Bankr. D.S.C. Case No. 13-2506
      Chapter 11 Petition filed April 29, 2013

In re In-House Health Services, Inc.
   Bankr. S.D. Tex. Case No. 13-70200
     Chapter 11 Petition filed April 29, 2013
         See http://bankrupt.com/misc/txsb13-70200.pdf
         represented by: Jose Luis Flores, Esq.
                         E-mail: bklaw@jlfloreslawfirm.com

In re 7534 E Pleasant Run, LLC
   Bankr. D. Ariz. Case No. 13-07092
     Chapter 11 Petition filed April 30, 2013
         See http://bankrupt.com/misc/azb13-07092.pdf
         represented by: Chris D. Barski, Esq.
                         BARSKI DRAKE, PLC
                         E-mail: cbarski@bdlawyers.com

In re Richard Beas
   Bankr. D. Ariz. Case No. 13-07096
      Chapter 11 Petition filed April 30, 2013

In re Eliseo Faustinos
   Bankr. D. Ariz. Case No. 13-07109
      Chapter 11 Petition filed April 30, 2013

In re Akram Samuel, DDS, Inc.
   Bankr. C.D. Calif. Case No. 13-13786
     Chapter 11 Petition filed April 30, 2013
         See http://bankrupt.com/misc/cacb13-13786.pdf
         represented by: Matthew E. Faler, Esq.
                         LAW OFFICES OF MATTHEW E. FALER
                         E-mail: mfaler@faler-law.com

In re La Ruth Wright
   Bankr. C.D. Calif. Case No. 13-21287
      Chapter 11 Petition filed April 30, 2013

In re Sun Marble, Inc.
   Bankr. N.D. Calif. Case No. 13-52351
     Chapter 11 Petition filed April 30, 2013
         See http://bankrupt.com/misc/canb13-52351.pdf
         represented by: Paul Harrigan, Esq.
                         HARRIGAN LAW FIRM

In re John Baskett
   Bankr. M.D. Fla. Case No. 13-02692
      Chapter 11 Petition filed April 30, 2013

In re Level 1, Inc.
        dba Spice Modern Steakhouse
   Bankr. M.D. Fla. Case No. 13-05356
     Chapter 11 Petition filed April 30, 2013
         See http://bankrupt.com/misc/flmb13-05356.pdf
         represented by: David R McFarlin
                         WOLFF, HILL, MCFARLIN & HERRON, P.A.
                         E-mail: dmcfarlin@whmh.com

In re Angelo Angelou
   Bankr. M.D. Fla. Case No. 13-05724
      Chapter 11 Petition filed April 30, 2013

In re Raymond Akiki
   Bankr. S.D. Fla. Case No. 13-20210
      Chapter 11 Petition filed April 30, 2013

In re Valell Corporation
   Bankr. N.D. Ill. Case No. 13-18088
     Chapter 11 Petition filed April 30, 2013
         See http://bankrupt.com/misc/ilnb13-18088.pdf
         represented by: Milton A. Tornheim, Esq.
                         E-mail: matornh@yahoo.com

In re DOX Apartments, LLC
   Bankr. W.D. La. Case No. 13-20379
     Chapter 11 Petition filed April 30, 2013
         See http://bankrupt.com/misc/lawb13-20379.pdf
         represented by: William C. Vidrine, Esq.
                         VIDRINE & VIDRINE
                         E-mail: williamv@vidrinelaw.com

In re Kirk Saxton
   Bankr. W.D. Mo. Case No. 13-41579
      Chapter 11 Petition filed April 30, 2013

In re GMAB Realty, LLC
   Bankr. D. N.J. Case No. 13-19275
     Chapter 11 Petition filed April 30, 2013
         See http://bankrupt.com/misc/njb13-19275.pdf
         represented by: Andrew J. Kelly, Esq.
                         KELLY & BRENNAN, P.C.
                         E-mail: akelly@kbtlaw.com

In re Echad Echad LLC
   Bankr. E.D.N.Y. Case No. 13-42605
     Chapter 11 Petition filed April 30, 2013
         See http://bankrupt.com/misc/nyeb13-42605.pdf
         represented by: Jonathan S. Pasternak, Esq.
                         DELBELLO DONNELLAN WEINGARTEN WISE &
                         WIEDERKEHR, LLP
                         E-mail: jpasternak@ddw-law.com

In re Pascal Besman
   Bankr. E.D.N.Y. Case No. 13-72317
      Chapter 11 Petition filed April 30, 2013

In re 1990s Caterers LTD
   Bankr. E.D.N.Y. Case No. 13-72354
     Chapter 11 Petition filed April 30, 2013
         See http://bankrupt.com/misc/nyeb13-72354.pdf
         represented by: Genevieve Lane Lopresti, Esq.
                         E-mail: glanelopresti@gmail.com

In re Pedro Green-Ortiz
   Bankr. D. P.R. Case No. 13-03516
      Chapter 11 Petition filed April 30, 2013

In re Alliance Strategic Business Services, LP
   Bankr. S.D. Tex. Case No. 13-32496
     Chapter 11 Petition filed April 30, 2013
         See http://bankrupt.com/misc/txsb13-32496.pdf
         represented by: Wayne Donald Collins, Esq.
                         COLLINS, O'NEAL ET AL
                         E-mail: wayne@collinsoneal.com

In re Jill Flood
   Bankr. E.D. Va. Case No. 13-71640
      Chapter 11 Petition filed April 30, 2013

In re Allen Kingree
   Bankr. W.D. Va. Case No. 13-50547
      Chapter 11 Petition filed April 30, 2013

In re Arbor Barber, LLC
        dba Arbor Barber Tree Service
   Bankr. W.D. Wash. Case No. 13-14064
     Chapter 11 Petition filed April 30, 2013
         See http://bankrupt.com/misc/wawb13-14064.pdf
         represented by: Thomas D. Neeleman, Esq.
                         THOMAS D. NEELEMAN, ESQ., L.C.
                         E-mail: courtmail@expresslaw.com

In re The Loco Gringo, LLC
        dba 4B Cafe
            Tater's
   Bankr. W.D. Wis. Case No. 13-12167
     Chapter 11 Petition filed April 30, 2013
         See http://bankrupt.com/misc/wiwb13-12167.pdf
         Filed as Pro Se

In re Nnaemeka Okonkwo
   Bankr. C.D. Calif. Case No. 13-13887
      Chapter 11 Petition filed May 1, 2013

In re Ryan Zeber
   Bankr. C.D. Calif. Case No. 13-13875
      Chapter 11 Petition filed May 1, 2013

In re Madera Stop & Save Mini Mart, LLC
   Bankr. E.D. Calif. Case No. 13-13194
     Chapter 11 Petition filed May 1, 2013
         See http://bankrupt.com/misc/caeb13-13194.pdf
         represented by: Richard E. Dwyer, Esq.
                         E-mail: attorneyricharddwyer@gmail.com

In re Globeville Church of God in Christ
        dba Graham Memorial Pentecostal Center Church
   Bankr. D. Colo. Case No. 13-17391
     Chapter 11 Petition filed May 1, 2013
         See http://bankrupt.com/misc/cob13-17391.pdf
         represented by: Stephen C. Nicholls, Esq.
                         Nicholls & Associates, P.C.
                         E-mail: steve.nicholls@nichollslaw.com

In re Porlanick, Inc.
   Bankr. D. Colo. Case No. 13-17380
     Chapter 11 Petition filed May 1, 2013
         See http://bankrupt.com/misc/cob13-17380.pdf
         represented by: Phillip Jones, Esq.
                         Williams, Turner & Holmes, P.C.
                         E-mail: pjones@wth-law.com

In re Charles Davis
   Bankr. M.D. Fla. Case No. 13-2746
      Chapter 11 Petition filed May 1, 2013

In re Gisela Garcia-Leyva
   Bankr. M.D. Fla. Case No. 13-5818
      Chapter 11 Petition filed May 1, 2013

In re Philip Russell
   Bankr. M.D. Fla. Case No. 13-2753
      Chapter 11 Petition filed May 1, 2013

In re Robert Burnette
   Bankr. M.D. Fla. Case No. 13-5821
      Chapter 11 Petition filed May 1, 2013

In re Brett Howell
   Bankr. S.D. Fla. Case No. 13-20341
      Chapter 11 Petition filed May 1, 2013

In re Ivan Persky
   Bankr. S.D. Fla. Case No. 13-20318
      Chapter 11 Petition filed May 1, 2013

In re Freeport Renaissance LLC
        dba Freeport Lincoln Mall
   Bankr. N.D. Ill. Case No. 13-81624
     Chapter 11 Petition filed May 1, 2013
         See http://bankrupt.com/misc/ilnb13-81624.pdf
         represented by: George P. Hampilos, Esq.
                         Hampilos & Langley, Ltd.
                         E-mail: georgehamp@aol.com

In re Leo Feigenbaum
   Bankr. N.D. Ill. Case No. 13-18599
      Chapter 11 Petition filed May 1, 2013

In re Eliza Ross
   Bankr. D. Md. Case No. 13-17620
      Chapter 11 Petition filed May 1, 2013

In re Janeth Gomez Rojas
   Bankr. D.N.J. Case No. 13-19570
      Chapter 11 Petition filed May 1, 2013

In re Jill Rose, Inc.
        dba Chiboust
   Bankr. S.D.N.Y. Case No. 13-22704
     Chapter 11 Petition filed May 1, 2013
         See http://bankrupt.com/misc/nysb13-22704.pdf
         represented by: Anne J. Penachio, Esq.
                         Penachio Malara LLP
                         E-mail: apenachio@pmlawllp.com

In re Square One of Manhattan, Inc.
   Bankr. S.D.N.Y. Case No. 13-11432
     Chapter 11 Petition filed May 1, 2013
         See http://bankrupt.com/misc/nysb13-11432.pdf
         represented by: Arnold Mitchell Greene, Esq.
                         Robinson Brog Leinwand Greene
                         Genovese & Gluck, P.C.
                         E-mail: amg@robinsonbrog.com

In re Primrose Villa, Inc.
   Bankr. E.D.N.C. Case No. 13-02836
     Chapter 11 Petition filed May 1, 2013
         Filed pro se

In re Morgan Waldron Insurance Management, LLC
   Bankr. W.D. Pa. Case No. 13-21888
     Chapter 11 Petition filed May 1, 2013
         See http://bankrupt.com/misc/pawb13-21888p.pdf
         See http://bankrupt.com/misc/pawb13-21888c.pdf
         represented by: Donald R. Calaiaro, Esq.
                         Calaiaro & Corbett, P.C.
                         E-mail: dcalaiaro@calaiarocorbett.com

In re Emilio Torres Reyes
   Bankr. D.P.R. Case No. 13-3575
      Chapter 11 Petition filed May 1, 2013

In re Trenton Trucking Terminal & Warehouse, LLC
   Bankr. W.D. Tenn. Case No. 13-11132
     Chapter 11 Petition filed May 1, 2013
         See http://bankrupt.com/misc/tnwb13-11132.pdf
         represented by: C. Jerome Teel, Jr., Esq.
                         Teel & Maroney, PLC
                         E-mail: bankruptcy@tennesseefirm.com

In re Murray Camp
   Bankr. N.D. Tex. Case No. 13-41967
      Chapter 11 Petition filed May 1, 2013

In re Erik Jorgensen-Tjornehoj
   Bankr. S.D. Tex. Case No. 13-32518
      Chapter 11 Petition filed May 1, 2013

In re FOMOCO LLC
        dba MV Pub
   Bankr. W.D. Wash. Case No. 13-14089
     Chapter 11 Petition filed May 1, 2013
         See http://bankrupt.com/misc/wawb13-14089.pdf
         represented by: Jeffrey B Wells, Esq.
                         E-mail: paralegal@wellsandjarvis.com

In re Pamela Van Ierland
   Bankr. C.D. Calif. Case No. 13-13049
      Chapter 11 Petition filed May 2, 2013

In re Gospel Christian Center
   Bankr. E.D. Calif. Case No. 13-26135
     Chapter 11 Petition filed May 2, 2013
         See http://bankrupt.com/misc/caeb13-26135.pdf
         Filed as Pro Se

In re Mary Anderson
   Bankr. E.D. Calif. Case No. 13-26138
      Chapter 11 Petition filed May 2, 2013

In re Edison Mission Finance Co.
   Bankr. N.D. Ill. Case No. 13-18704
     Chapter 11 Petition filed May 2, 2013
         See http://bankrupt.com/misc/ilnb13-18704.pdf
         represented by: Joshua Sussberg, Esq.
                         KIRKLAND & ELLIS, LLP
                         E-mail: joshua.sussberg@kirkland.com

In re Homer City Property Holdings, Inc.
   Bankr. N.D. Ill. Case No. 13-18705
     Chapter 11 Petition filed May 2, 2013
         See http://bankrupt.com/misc/ilnb13-18705.pdf
         represented by: Joshua Sussberg, Esq.
                         KIRKLAND & ELLIS, LLP
                         E-mail: joshua.sussberg@kirkland.com

In re John Ales
   Bankr. E.D. La. Case No. 13-11208
      Chapter 11 Petition filed May 2, 2013

In re Bedford Pediatrics, P.A.
   Bankr. D. N.H. Case No. 13-11171
     Chapter 11 Petition filed May 2, 2013
         See http://bankrupt.com/misc/nhb13-11171.pdf
         represented by: William S. Gannon, Esq.
                         WILLIAM S. GANNON, PLLC
                         E-mail: bgannon@gannonlawfirm.com

In re Magic-Kell Musical Productions, Inc.
   Bankr. E.D.N.Y. Case No. 13-42675
     Chapter 11 Petition filed May 2, 2013
         See http://bankrupt.com/misc/nyeb13-42675.pdf
         represented by: Michael A. King, Esq.
                         E-mail: Romeo1860@aol.com

In re Dexter Watson
   Bankr. E.D. Pa. Case No. 13-13952
      Chapter 11 Petition filed May 2, 2013

In re Dexter Watson
   Bankr. E.D. Pa. Case No. 13-13952
      Chapter 11 Petition filed May 2, 2013

In re Steven Rickard
   Bankr. M.D. Pa. Case No. 13-02336
      Chapter 11 Petition filed May 2, 2013

In re Charles Shoff
   Bankr. W.D. Pa. Case No. 13-21905
      Chapter 11 Petition filed May 2, 2013

In re Ken Braniff Motors, Inc.
        fdba Clearfield Lincoln-Mercury, Inc.
   Bankr. W.D. Pa. Case No. 13-70330
     Chapter 11 Petition filed May 2, 2013
         See http://bankrupt.com/misc/pawb13-70330.pdf
         represented by: Kevin J. Petak, Esq.
                         SPENCE CUSTER SAYLOR WOLFE & ROSE, LLC
                         E-mail: kpetak@spencecuster.com

                                - and -

                         James R. Walsh, Esq.
                         SPENCE CUSTER SAYLOR WOLFE & ROSE, LLC
                         E-mail: jwalsh@spencecuster.com

In re Ayustar Corp.
   Bankr. D. P.R. Case No. 13-03595
     Chapter 11 Petition filed May 2, 2013
         See http://bankrupt.com/misc/prb13-03595.pdf
         represented by: Teresa M. Lube Capo, Esq.
                         LUBE & SOTO LAW OFFICES, PSC
                         E-mail: lubeysoto@gmail.com

In re Bart Posey
   Bankr. M.D. Tenn. Case No. 13-03878
      Chapter 11 Petition filed May 2, 2013

In re Charles Stokes
   Bankr. M.D. Tenn. Case No. 13-03891
      Chapter 11 Petition filed May 2, 2013

In re Beatriz Pangilinan
   Bankr. E.D. Tex. Case No. 13-41132
      Chapter 11 Petition filed May 2, 2013

In re Priscilla Walker
   Bankr. N.D. Tex. Case No. 13-32197
      Chapter 11 Petition filed May 2, 2013

In re Samuel Wheeler
   Bankr. W.D. Va. Case No. 13-70752
      Chapter 11 Petition filed May 2, 2013

In re Joo Oh
   Bankr. W.D. Wash. Case No. 13-14128
      Chapter 11 Petition filed May 2, 2013

In re River Cities Glass & Construction, LLC
   Bankr. S.D. W.Va.Case No. 13-30226
     Chapter 11 Petition filed May 2, 2013
         See http://bankrupt.com/misc/wvsb13-30226.pdf
         represented by: Mitchell Lee Klein, Esq.
                         KLEIN LAW OFFICE
                         E-mail: swhittington@kleinandsheridan.com

In re Carolyn McWhorter
   Bankr. D. Ariz. Case No. 13-7413
      Chapter 11 Petition filed May 3, 2013

In re Ivan Ravlov
   Bankr. E.D. Calif. Case No. 13-26159
      Chapter 11 Petition filed May 3, 2013

In re Labour of Love Church of God in Christ
        aka Labour of Love C.O.G
   Bankr. E.D. Calif. Case No. 13-26212
     Chapter 11 Petition filed May 3, 2013
         See http://bankrupt.com/misc/caeb13-26212.pdf
         Filed pro se

In re Reynaldo Robledo
   Bankr. N.D. Calif. Case No. 13-10937
      Chapter 11 Petition filed May 3, 2013

In re Rokeya Zaman
   Bankr. D. Conn. Case No. 13-50686
      Chapter 11 Petition filed May 3, 2013

In re American Managed Care, LLC
   Bankr. M.D. Fla. Case No. 13-05952
     Chapter 11 Petition filed May 3, 2013
         See http://bankrupt.com/misc/flmb13-5952.pdf
         represented by: Roberta A Colton, Esq.
                         E-mail: racolton@trenam.com

In re James Cannon
   Bankr. M.D. Fla. Case No. 13-2786
      Chapter 11 Petition filed May 3, 2013

In re Waltoguy Anfriany
   Bankr. S.D. Fla. Case No. 13-20488
      Chapter 11 Petition filed May 3, 2013

In re Raymond Willis Logging, LLC
   Bankr. W.D. La. Case No. 13-80530
     Chapter 11 Petition filed May 3, 2013
         See http://bankrupt.com/misc/lawb13-80530.pdf
         represented by: L. Laramie Henry, Esq.
                         E-mail: laramie@henry-law.com

In re Stephen Ayers
   Bankr. W.D. La. Case No. 13-20394
      Chapter 11 Petition filed May 3, 2013

In re Troy King
   Bankr. D. Md. Case No. 13-17823
      Chapter 11 Petition filed May 3, 2013

In re Jeffrey Thompson
   Bankr. D. Minn. Case No. 13-32233
      Chapter 11 Petition filed May 3, 2013

In re 219 West LLC
   Bankr. E.D.N.Y. Case No. 13-72401
     Chapter 11 Petition filed May 3, 2013
         See http://bankrupt.com/misc/nyeb13-72401.pdf
         Filed pro se

In re 80-12 Jamaica Ave Realty LLC
   Bankr. E.D.N.Y. Case No. 13-42684
     Chapter 11 Petition filed May 3, 2013
         See http://bankrupt.com/misc/nyeb13-42684.pdf
         Filed pro se

In re Larj Development Corp
   Bankr. E.D.N.Y. Case No. 13-42683
     Chapter 11 Petition filed May 3, 2013
         See http://bankrupt.com/misc/nyeb13-42683.pdf
         Filed pro se

In re The Gorman Street Pub, Inc.
   Bankr. E.D.N.C. Case No. 13-02885
     Chapter 11 Petition filed May 3, 2013
         See http://bankrupt.com/misc/nceb13-2885.pdf
         represented by: Travis Sasser, Esq.
                         Sasser Law Firm
                         E-mail: tsasser@carybankruptcy.com

In re Tracy Miller-Levitt
   Bankr. E.D.N.C. Case No. 13-2906
      Chapter 11 Petition filed May 3, 2013

In re David Danemann
   Bankr. D.N.M. Case No. 13-11533
      Chapter 11 Petition filed May 3, 2013

In re Shelly's Family Restaurant, Inc.
   Bankr. M.D. Pa. Case No. 13-02366
     Chapter 11 Petition filed May 3, 2013
         See http://bankrupt.com/misc/pamb13-2366.pdf
         represented by: Brian E Manning, Esq.
                         E-mail: BrianEManning@comcast.net

In re William Strickland
   Bankr. D.S.C. Case No. 13-2653
      Chapter 11 Petition filed May 3, 2013

In re Daniel Sanchez
   Bankr. S.D. Tex. Case No. 13-20195
      Chapter 11 Petition filed May 3, 2013

In re Thomas Lasagne
   Bankr. S.D.N.Y. Case No. 13-11468
      Chapter 11 Petition filed May 4, 2013

In re William Galloway
   Bankr. D.S.C. Case No. 13-2676
      Chapter 11 Petition filed May 4, 2013

In re Rita Hinkely-Valen
   Bankr. C.D. Calif. Case No. 13-21860
      Chapter 11 Petition filed May 5, 2013

In re Theodore Montoya
   Bankr. C.D. Calif. Case No. 13-13110
      Chapter 11 Petition filed May 5, 2013

In re Marshall Stevenson
   Bankr. D. Nev. Case No. 13-50881
      Chapter 11 Petition filed May 5, 2013

In re Denis Bergeron
   Bankr. E.D.N.C. Case No. 13-2912
      Chapter 11 Petition filed May 5, 2013

In re Miriam McElveen-Bell
   Bankr. E.D.N.C. Case No. 13-2911
      Chapter 11 Petition filed May 5, 2013

In re Oasis Church International Inc.
        aka OCI OWO
   Bankr. M.D. Ala. Case No. 13-80635
     Chapter 11 Petition filed May 6, 2013
         See http://bankrupt.com/misc/almb13-80635p.pdf
         See http://bankrupt.com/misc/almb13-80635c.pdf
         Filed as Pro Se

In re Splash and Dash, LLC
   Bankr. N.D. Ala. Case No. 13-40884
     Chapter 11 Petition filed May 6, 2013
         See http://bankrupt.com/misc/alnb13-40884p.pdf
         See http://bankrupt.com/misc/alnb13-40884c.pdf
         represented by: Jamie Alisa Wilson, Esq.
                         BENTON & CENTENO, LLP
                         E-mail: jwilson@bcattys.com

In re Robert Veillon
   Bankr. S.D. Ala. Case No. 13-01567
      Chapter 11 Petition filed May 6, 2013

In re Joseph Desalvo
   Bankr. D. Ariz. Case No. 13-07491
      Chapter 11 Petition filed May 6, 2013

In re Diane's Distinctive Interiors and Design, LLC
   Bankr. D. Ariz. Case No. 13-07538
     Chapter 11 Petition filed May 6, 2013
         See http://bankrupt.com/misc/azb13-07538.pdf
         represented by: Kenneth R. Pinckard, Esq.
                         FORAKIS LAW FIRM
                         E-mail: pinckard@azbar.org

In re Hilario Espinosa
   Bankr. C.D. Calif. Case No. 13-21896
      Chapter 11 Petition filed May 6, 2013

In re Michael Greco
   Bankr. N.D. Calif. Case No. 13-31100
      Chapter 11 Petition filed May 6, 2013

In re Urban League of the Pikes Peak Region, Inc.
   Bankr. D. Colo. Case No. 13-17644
     Chapter 11 Petition filed May 6, 2013
         See http://bankrupt.com/misc/cob13-17644.pdf
         represented by: Daniel K. Usiak, Jr., Esq.
                         E-mail: daniel@usiaklaw.com

In re Helene Napoleone
   Bankr. D. Conn. Case No. 13-50705
      Chapter 11 Petition filed May 6, 2013

In re Robin Graham
   Bankr. S.D. Fla. Case No. 13-20609
      Chapter 11 Petition filed May 6, 2013

In re James Lyle
   Bankr. N.D. Ga. Case No. 13-11156
      Chapter 11 Petition filed May 6, 2013

In re Henry Damron
   Bankr. N.D. Ga. Case No. 13-21305
      Chapter 11 Petition filed May 6, 2013

In re Victory Family Life Church, Inc.
        fka Victory For The People of God Interdenominational
        Church, Inc.
   Bankr. N.D. Ga. Case No. 13-60070
     Chapter 11 Petition filed May 6, 2013
         See http://bankrupt.com/misc/ganb13-60070.pdf
         represented by: Paul Reece Marr, Esq.
                         PAUL REECE MARR, P.C.
                         E-mail: paul@paulmarr.com

In re Jane Loraso
   Bankr. E.D. La. Case No. 13-11233
      Chapter 11 Petition filed May 6, 2013

In re Victor Loraso
   Bankr. E.D. La. Case No. 13-11233
      Chapter 11 Petition filed May 6, 2013

In re Cheryl Mason-Doyle
   Bankr. D. Mass. Case No. 13-12670
      Chapter 11 Petition filed May 6, 2013

In re Acho & Sons, Inc.
   Bankr. E.D. Mich. Case No. 13-49289
     Chapter 11 Petition filed May 6, 2013
         See http://bankrupt.com/misc/mieb13-49289p.pdf
         See http://bankrupt.com/misc/mieb13-49289c.pdf
         represented by: Robert N. Bassel, Esq.
                         E-mail: bbassel@gmail.com

In re J & B Painting, Inc.
   Bankr. E.D. Mich. Case No. 13-49311
     Chapter 11 Petition filed May 6, 2013
         See http://bankrupt.com/misc/mieb13-49311.pdf
         represented by: Jeffrey H. Bigelman, Esq.
                         OSIPOV BIGELMAN, P.C.
                         E-mail: jhb_ecf@osbig.com

In re Richard Roberts
   Bankr. D. Nev. Case No. 13-13968
      Chapter 11 Petition filed May 6, 2013

In re Richard Goldstein
   Bankr. D. N.J. Case No. 13-19896
      Chapter 11 Petition filed May 6, 2013

In re Universal Love Peace and Joy Church Of God, Inc.
   Bankr. E.D.N.Y. Case No. 13-42764
     Chapter 11 Petition filed May 6, 2013
         See http://bankrupt.com/misc/nyeb13-42764.pdf
         represented by: Norma E Ortiz, Esq.
                         ORTIZ & ORTIZ, LLP
                         E-mail: email@ortizandortiz.com

In re All Safe Fire Sprinkler Corp.
   Bankr. S.D.N.Y. Case No. 13-22721
     Chapter 11 Petition filed May 6, 2013
         See http://bankrupt.com/misc/nysb13-22721.pdf
         represented by: Jonathan S. Pasternak, Esq.
                         DELBELLO DONNELLAN WEINGARTEN WISE &
                         WIEDERKEHR, LLP
                         E-mail: jpasternak@ddw-law.com

In re Will III, Inc.
        dba William Johnson Construction
   Bankr. S.D.N.Y. Case No. 13-36050
     Chapter 11 Petition filed May 6, 2013
         See http://bankrupt.com/misc/nysb13-36050.pdf
         represented by: Thomas Genova, Esq.
                         GENOVA & MALIN, ATTORNEYS
                         E-mail: genmallaw@optonline.net

In re Rodger Shattuck
   Bankr. W.D. Pa. Case No. 13-10596
      Chapter 11 Petition filed May 6, 2013

In re Peter Horn
   Bankr. W.D. Pa. Case No. 13-21973
      Chapter 11 Petition filed May 6, 2013

In re CMDS Enterprises, Inc.
   Bankr. W.D. Pa. Case No. 13-21983
     Chapter 11 Petition filed May 6, 2013
         See http://bankrupt.com/misc/pawb13-21983.pdf
         represented by: Brian C. Thompson, Esq.
                         THOMPSON LAW GROUP, P.C.
                         E-mail: bthompson@ThompsonAttorney.com

In re Alvin Willingham
   Bankr. E.D. Tenn. Case No. 13-12175
      Chapter 11 Petition filed May 6, 2013

In re Pamela Footit
   Bankr. M.D. Tenn. Case No. 13-03988
      Chapter 11 Petition filed May 6, 2013

In re Omar's Inv Group Inc.
   Bankr. N.D. Tex. Case No. 13-32428
     Chapter 11 Petition filed May 6, 2013
         See http://bankrupt.com/misc/txnb13-32428.pdf
         represented by: John J. Gitlin, Esq.
                         LAW OFFICES OF JOHN GITLIN
                         E-mail: johngitlin@gmail.com

In re Royal Trust
   Bankr. N.D. Tex. Case No. 13-42216
     Chapter 11 Petition filed May 6, 2013
         See http://bankrupt.com/misc/txnb13-42216.pdf
         represented by: Howard Marc Spector, Esq.
                         SPECTOR & JOHNSON, PLLC
                         E-mail: hspector@spectorjohnson.com

In re Bumby Holdings, LLC
   Bankr. S.D. Tex. Case No. 13-20209
     Chapter 11 Petition filed May 6, 2013
         See http://bankrupt.com/misc/txsb13-20209.pdf
         represented by: Ralph Perez, Esq.
                         CAVADA LAW OFFICE
                         E-mail: ralph.perez@cavadalawoffice.com

In re Victor Ricondo
   Bankr. S.D. Tex. Case No. 3-20213
      Chapter 11 Petition filed May 6, 2013

In re Eugene Ott
   Bankr. S.D. Tex. Case No. 13-32701
      Chapter 11 Petition filed May 6, 2013

In re SG Properties LLC
        aka Meridian
   Bankr. S.D. Tex. Case No. 13-32759
     Chapter 11 Petition filed May 6, 2013
         See http://bankrupt.com/misc/txsb13-32759.pdf
         Filed as Pro Se

In re Edward Rizk Rizk Properties
   Bankr. S.D. Tex. Case No. 13-32811
     Chapter 11 Petition filed May 6, 2013
         See http://bankrupt.com/misc/txsb13-32811.pdf
         represented by: Donald T. Cheatham, Esq.
                         LAW OFFICES OF DONALD T. CHEATHAM
                         E-mail: cheathamlaw@aol.com

In re AcuTec Collision, LLC
        dba Haas Collision
   Bankr. W.D. Tex. Case No. 13-10892
     Chapter 11 Petition filed May 6, 2013
         See http://bankrupt.com/misc/txwb13-10892.pdf
         represented by: Catherine A. Lenox, Esq.
                         E-mail: clenox.law@gmail.com

                                - and -

                         B. Weldon Ponder, Jr., Esq.
                         E-mail: welpon@austin.rr.com

In re David Rensin
   Bankr. E.D. Va. Case No. 13-12105
      Chapter 11 Petition filed May 6, 2013


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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