TCR_Public/130510.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 10, 2013, Vol. 17, No. 128

                            Headlines

1ST FINANCIAL: Director Mike Foster to Retire in June
250 AZ: Can Hire THP Limited to Provide Consulting Services
250 AZ: Court Approves Stipulations on Use of Cash Collateral
250 AZ: To Assume Porter Wright Lease
333-345 GREEN: Governmental Claims Bar Date on July 17

710 LONG RIDGE: EisnerAmper Okayed as Committee Accountant
710 LONG RIDGE: Kevin P. Lombardo Named Patient Care Ombudsman
710 LONG RIDGE: Ombudsman Taps Gavin/Solmonese as Medical Advisor
710 LONG RIDGE: Ombudsman Hires Drinker Biddle as Counsel
ABSORBENT TECHNOLOGIES: Amends List of 20 Unsecured Creditors

ABSORBENT TECHNOLOGIES: Taps Gary Underwood as Bankruptcy Counsel
ABSORBENT TECHNOLOGIES: Fluffco Added to Creditors Committee
ABSORBENT TECHNOLOGIES: Wants to Incur Loan from Living Trust
ALLIANCE HEALTHCARE: Moody's Rates New $390MM Debt Facility 'Ba3'
ALLIED IRISH: Interim Management Statement

AMERICAN AIRLINES: Judge OKs $3-Billion in Exit Financing
AMERICAN INT'L: BofA Loses Bid for Dismissal of Securities Suit
ARCTIC GLACIER: S&P Revises Outlook to Neg. & Affirms 'B-' CCR
AS SEEN ON TV: Inks Employment Agreement with CEO and President
ATARI INC: Committee Retains Duff & Phelps as Financial Advisor

ATP OIL: Credit Suisse, Other Lenders Pay $691MM for Assets
ATRIUM COS: S&P Affirms 'CCC+' Corp. Credit Rating; Outlook Neg.
AUGUST CAYMAN: Moody Changes Outlook to Negative; Keeps B2 CFR
BANKUNITED FINANCIAL: Paul Hastings Settles Avoidance Action
BASS PRO: S&P Revises Outlook to Positive & Affirms 'BB-' CCR

BERRY PLASTICS: Reports $1 Million Net Income in First Quarter
BIG M: Drops Auction as Rival's Bid Stands Alone
BRINKER INT'L: Moody's Rates New $550MM Sr. Unsecured Notes 'Ba2'
BRUNSWICK CORP: Moody's Rates New $150MM Senior Notes Issue Ba3
BRUNSWICK CORP: S&P Assigns 'BB' Rating to $150MM Senior Notes

CASH STORE: Reports $46.7-Mil. Revenue in First Quarter 2013
CATASYS INC: Effects 1-for-10 Reverse Stock Split
CHARLOTTE RUSSE: S&P Assigns 'B-' CCR & Rates $150MM Loan 'B-'
CHC HELICOPTER: Moody's Assigns 'Caa1' Rating to New $250MM Notes
CHC HELICOPTER: S&P Rates $250-Mil. Unsecured Notes 'B-'

CHUKCHANSI ECONOMIC: Moody's Downgrades CFR Two Notches to 'Ca'
COASTAL CONDOS: Owner of 72 Grandview Palace Condos Files Ch.11
CUI GLOBAL: Incurs $462,000 Consolidated Loss in First Quarter
CUMULUS MEDIA: Incurs $12.1 Million Net Loss in First Quarter
DAMES POINT: CYA Accounting Services Approved as Accountant

DAMON PURSELL: 8th Cir. Affirms Bank of the West's Priority
DELTA AIR: Share Repurchase Program No Effect on Moody's Ratings
DELUXE ENTERTAINMENT: S&P Lowers Corp. Credit Rating to 'CCC'
DEWEY & LEBOEUF: Trustee Accuses Ex-CFO Of Holding Up $19MM Deal
DEWEY & LEBOEUF: Advisers' Tab in Hits $23.6 Million

DIGITAL ANGEL: Michael Haller Quits as CEO, President & Director
E-DEBIT GLOBAL: Incurs $272K Net Loss in 1st Quarter
EASTMAN KODAK: Disclosure Statement Hearing Set for June 13
FANNIE MAE: Settles Accounting Suit for $153 Million
FANNIE MAE: To Send $59.4 Billion to U.S. Treasury

FILENE'S BASEMENT: Jeweler's $6.3MM Claim Tossed
FIRST INDUSTRIAL: Fitch Keeps BB IDR & Alters Outlook to Positive
FRIENDSHIP VILLAGE: Fitch Affirms 'BB-' Rating on $15MM Bonds
FTLL ROBOVAULT: Court Okays Sale of Assets to Far 3
GASTAR EXPLORATION: S&P Assigns Prelim. 'B-' CCR; Outlook Stable

GELTECH SOLUTIONS: Gets $300,000 From Issuance of 375,000 Shares
GELTECH SOLUTIONS: M. Reger Held 41.6% Equity Stake at May 2
GENE CHARLES: Plan Solicitation Exclusivity Expires June 26
GENERAC POWER: S&P Rates $1.15-Bil. Loan 'B+' & Affirms 'B+' CCR
GENOIL INC: Incurs C$5.4-Mil. Net Loss in 2012

GEOMET INC: To Sell Alabama Coalbed Methane Properties for $63MM
GGW BRANDS: Chapter 11 Trustee May Review Emails
GGW BRANDS: 'Girls Gone Wild' Founder Accused of Offshore IP Fraud
GLOBAL SHIP: Lenders Agree to Waive Leverage Ratio Test Until 2014
GMX RESOURCES: Securities Delisted From NYSE

GREAT PLAINS: Fitch Cuts Rating on $37.1MM Revenue Bonds to 'BB+'
HAWAIIAN HOLDINGS: S&P Assigns 'B' CCR; Outlook Stable
HEALTHWAREHOUSE.COM INC: J. Backus Owned 9.3% Stake at April 29
IDERA PHARMACEUTICALS: Says Stockholders' Equity Above $2.5MM
IMAGEWARE SYSTEMS: P. McBaine Held 5.3% Equity Stake at March 25

INSPIREMD INC: Incurs $4.8 Million Net Loss in March 31 Quarter
INSPIREMD INC: Ayer Capital Had 2.8% Equity Stake at April 25
ISTAR FINANCIAL: Files Form 10-Q, Incurs $32.2MM Net Loss in Q1
J.C. PENNEY: To Release First Quarter Results on May 16
JAG MINES: AMF Issues Cease Trade Order on Delayed Filing

JEFFERSON COUNTY, AL: Bankr. Judge May Set Workout Plan
K-V PHARMACEUTICAL: Gets More Time to Hammer Out Ch. 11 Plan
LAGUNA BRISAS: Simon Resnik Approved as General Bankruptcy Counsel
LCI HOLDING: S&P Assigns 'B-' CCR & Rates First Lien Debt 'B-'
LEAGUE NOW: Amends 2012 Annual Report to Correct Signatures

LEAGUE NOW: Reports NYBD Holdings' Financial Statements
LEE'S FORD: Baldwin CPAs Approved to Perform Accounting Services
LEHMAN BROTHERS: Citibank Wants $141MM From Barclays for Losses
LEHMAN BROTHERS: To Sell Ritz-Carlton Hawaiian Resort
LEVEL 3: Incurs $78 Million Net Loss in First Quarter

LPATH INC: Incurs $1.2 Million Net Loss in First Quarter
LYMAN HOLDING: Liquidator Sues to Avoid Transfers to Bush
MAIN STREET CONNECT: Daily Voice Publisher Seeks Ch.11 Protection
MAQ MANAGEMENT: Proposes to Pay Unsecureds Over 5 Years
MBIA INC: S&P Puts B- Counterparty Credit Rating on Watch Positive

MF GLOBAL: Judge Orders Coe to Attend May 24 Hearing
MF GLOBAL: Seeks Court Approval of NY-717 Fifth Settlement
MILESTONE SCIENTIFIC: Reports $151K Net Income in 1st Quarter
MOMENTIVE PERFORMANCE: Noteholders to Resell $124MM Notes
MONITOR COMPANY: Deloitte Objects to Plea for Compliance with APA

MSR RESORTS: Files Chapter 11 Bankruptcy to Thwart Five Mile
MURRAY ENERGY: Moody's Affirms B3 CFR Following Refinancing Deal
NEOMEDIA TECHNOLOGIES: Receives Letter From Former Accountants
NEW ENGLAND COMPOUNDING: JPML Hearing on May 30; 2 Suits Stayed
NEWLAND INTERNATIONAL: ACGM Completes Plan Solicitation

NORTEL NETWORKS: Jurisdiction Retained by Bankruptcy Court
NORTH AMERICAN PALLADIUM: Incurs C$2.8-Mil. Net Loss in Q1 2013
NORTHCORE TECHNOLOGIES: Incurs $499,000 Loss in First Quarter
NORTHERN OIL: Moody's Rates $200MM Sr. Unsecured Notes 'Caa1'
NORTHLAKE FOODS: Loses 11th Cir. Appeal Recoup Stephens Dividend

NORTHLAND RESOURCES: Reports First Quarter 2013 Results
OCWEN FINANCIAL: Fitch Affirms 'B' Issuer Default Ratings
ONDOVA LIMITED: Firms Duel Over Fees in Wake of 5th Circ. Ruling
OTTER PRODUCTS: Moody's Assigns First-Time B1 Corp. Family Rating
OTTER PRODUCTS: S&P Assigns 'B+' CCR & Rates $400MM Loan 'B+'

PACIFIC DRILLING: S&P Affirms 'B' CCR & Rates $500MM Notes 'B+'
PHYSIOTHERAPY ASSOCIATES: S&P Lowers Corp. Credit Rating to 'SD'
PINNACLE AIRLINES: To Cancel Contracts with Oracle
PRIUM SPOKANE: Confirms Second Amended Reorganization Plan
PULSE ELECTRONICS: Incurs $7.1 Million Net Loss in 1st Quarter

READER'S DIGEST: 2nd Amended Plan Filed; Disclosures Approved
REVEL AC: Incurs $332.9 Million Net Loss in 2012
REVEL AC: U.S. Trustee Calls Foul on Chapter 11 Plan
REVOLUTION DAIRY: Committee Taps Snell and Wilmer as Counsel
REVOLUTION DAIRY: Taps Free and Olson to Appraise Collateral

ROBERTS LAND: Files 2nd Modification to Third Amended Joint Plan
ROTECH HEALTHCARE: DIP Hearing Delayed Upon Shareholder Objections
ROTHSTEIN ROSENFELDT: 2nd Amended Plan Revises TD Bank Releases
SAN BERNARDINO: Has More Cash Than First Admitted, CalPERS Says
SCHOOL SPECIALTY: Has Until May 13 to Find Exit Financing

SIERRA NEGRA: Plan Outline Denied; Court Wants Plan Revised
SINCLAIR BROADCAST: Files Form 10-Q, Posts $16.8MM Income in Q1
SITEL WORLDWIDE: S&P Revises Outlook to Neg. & Affirms 'B' CCR
SMART ONLINE: Amir Elbaz Succeeds Robert Brinson as CEO
SMART ONLINE: Sells Add'l $400,000 Convertible Secured Note

SONDE RESOURCES: Reports C$5.4-Mil. Net Loss in Q1 2013
SOUTH LAKES DAIRY: Committee Says Plan Outline Inadequate
SPENDSMART PAYMENTS: Amends Articles of Incorporation
SPRINGLEAF FINANCE: Moody's Changes Ratings Outlook to Positive
SPRINT NEXTEL: Files Form 10-Q, Incurs $643MM Net Loss in Q1

SPUR ON DOLTON: S&P Cuts Rating on GO Debt to 'BB'
T-L BRYWOOD: Has Access to Cash Collateral Until May 31
TCI COURTYARD: June 13 Hearing on Trust' Claim Objections
TCI COURTYARD: Confirmation Hearing Adjourned to June 13
TELESAT CANADA: Notes Redemption No Impact on Moody's B1 Rating

THERAPEUTICSMD INC: Brian Bernick Held 8.2% Stake as of May 1
THERAPEUTICSMD INC: John Milligan Held 7.3% Stake as of May 1
THQ INC: Edwards Wildman Okayed as Special IP & Contracts Counsel
THQ INC: May 30 Hearing on Adequacy of Disclosure Statement
TOPS HOLDING: Moody's Affirms 'B3' Corp. Family Rating

TOPS HOLDING: S&P Lowers Corp. Credit Rating to 'B'
TRANSVANTAGE SOLUTIONS: Section 341(a) Meeting Set on June 20
TRIUS THERAPEUTICS: Incurs $17.3 Million Net Loss in 1st Quarter
TWN INVESTMENT: U.S. Trustee Appoints Five-Member Committee
UNIVERSAL HEALTHCARE: Trustee Chapter 7 Liquidation

USEC INC: Incurs $2 Million Net Loss in First Quarter
VEHICLE PRODUCTION: Shuts Down After Running Out of Cash
VITESSE SEMICONDUCTOR: Incurs $4.8MM Loss in Fiscal Q2 2013
VYCOR MEDICAL: Cosmetic Dermatology COO L. Rush Named to Board
WAGSTAFF MINNESOTA: Liquidation Plan Declared Effective

WARNER SPRINGS: June 11 Hearing to Approve Plan Outline
WARNER SPRINGS: Wants to Keep Control of Chapter 11 Case
WILLDAN GROUP: Wells Fargo Waives Existing Credit Line Defaults
YP HOLDINGS: $775MM Sr. Secured Term Loan Gets Moody's B2 Rating
YP HOLDINGS: S&P Assigns 'B' CCR & Rates $775MM Loan 'B'

* Harbinger Settles SEC Charges, to Pay $18MM; Falcone Banned
* MBIA Said to Pay $350 Million to Settle SocGen Lawsuit

* Moody's Says Corporate Default Rate Higher in April
* Moody's Outlook on US Commercial Property Markets Remain Stable
* Moody's Notes Inherent Risks in Fannie Mae's Loan Program
* Moody's Notes Covenant-Lite Features of Power Project Loans
* Moody's Says NFP Hospitals Focus Shift Toward Healthcare Value

* Southern California Foreclosure Activity Down 23% in April
* Oklahoma Foreclosure Auctions Hit 18-Month High in April
* Judicial Foreclosure Actions Hit 30-Month High in April 2013
* Bankers Warn Fed of Farm, Student Loan Bubbles

* CFPB Report Highlights Burden of Student Loan Debt
* Consumer Credit in U.S. Increases Slightly
* FDIC Tightens Squeeze on Failed Bank Execs
* Legislative Package Seeks to Weaken Dodd-Frank Law's Provisions

* More Errors in Checks Meant to Aid Homeowners
* New York State Investigating Pension-Advance Firms
* Hedge Funds Rush Into Debt Trading with $108 Billion

* BOOK REVIEW: Land Use Policy in the United States

                            *********

1ST FINANCIAL: Director Mike Foster to Retire in June
-----------------------------------------------------
Michael D. Foster informed the Board of Directors of 1st Financial
Services Corporation of his decision to not stand for re-election
at the 2013 Annual Meeting of Shareholders of the Company, to be
held on June 24, 2013.  At that time, he will retire from the
Company's Board of Directors and the Board of Directors of its
wholly owned subsidiary, Mountain 1st Bank & Trust Company.

                        About 1st Financial

Hendersonville, North Carolina-based 1st Financial Services
Corporation is the bank holding company for Mountain 1st Bank &
Trust Company.  1st Financial has essentially no other assets or
liabilities other than its investment in the Bank.  1st
Financial's business activity consists of directing the activities
of the Bank.  The Bank has a wholly owned subsidiary, Clear Focus
Holdings LLC.

The Bank was incorporated under the laws of the state of North
Carolina on April 30, 2004, and opened for business on May 14,
2004, as a North Carolina chartered commercial bank.  At Dec. 31,
2011, the Bank was engaged in general commercial banking primarily
in nine western North Carolina counties: Buncombe, Catawba,
Cleveland, Haywood, Henderson, McDowell, Polk, Rutherford, and
Transylvania.  The Bank operates under the banking laws of North
Carolina and the rules and regulations of the Federal Deposit
Insurance Corporation (the FDIC).

As a North Carolina bank, the Bank is subject to examination and
regulation by the FDIC and the North Carolina Commissioner of
Banks.  The Bank is further subject to certain regulations of the
Federal Reserve governing reserve requirements to be maintained
against deposits and other matters.  The business and regulation
of the Bank are also subject to legislative changes from time to
time.

The Bank's primary market area is southwestern North Carolina.
Its main office and Hendersonville South office are located in
Hendersonville, North Carolina.  At Dec. 31, 2011, the Bank also
had full service branch offices in Asheville, Brevard, Columbus,
Etowah, Forest City, Fletcher, Hickory, Marion, Shelby, and
Waynesville, North Carolina.  The Bank's loans and deposits are
primarily generated from within its local market area.

1st Financial disclosed net income of $1.27 million in 2012, as
compared with a net loss of $20.47 million in 2011.

Elliott Davis, PLLC, in Greenville, South Carolina, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring losses that
have eroded regulatory capital ratios, and the Company's wholly
owned subsidiary, Mountain 1st Bank & Trust Company, is under a
regulatory Consent Order with the Federal Deposit Insurance
Corporation and the North Carolina Commissioner of Banks that
requires, among other provisions, capital ratios to be maintained
at certain heightened levels.  In addition, the Company is under a
written agreement with the Federal Reserve Bank of Richmond that
requires, among other provisions, the submission and
implementation of a capital plan to improve the Company and the
Bank's capital levels.  As of Dec. 31, 2012, both the Bank and the
Company are considered "significantly undercapitalized" based on
their respective regulatory capital levels.  These considerations
raise substantial doubt about the Company's ability to continue as
a going concern.

The Company's balance sheet at March 31, 2013, showed $697.46
million in total assets, $677.74 million in total liabilities and
$19.72 million in total stockholders' equity.


250 AZ: Can Hire THP Limited to Provide Consulting Services
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
250 AZ, LLC., to employ THP Limited, Inc., as the structural
engineering firm for Debtor to provide consulting services for the
condition study for the parking structure for its property known
as the "Chiquita Center," located at 250 East Fifth Street,
Cincinnati, Ohio.

THP Limited is expected to, among other things:

   a. review the original architectural and structural drawings;

   b. review past documentation for repairs;

   c. review past condition study reports; and

   d. interview property management personnel to identify
      immediate concerns.

THP Limited will receive a lump sum flat fee of $9,750 for the
services rendered.

To the best of the Debtor's knowledge, THP Limited has no
connection with any of the parties-in-interest in the Debtor's
case.

                         About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.

In its schedules, the Debtor disclosed $25 million in assets and
$70.8 million in liabilities. 250 AZ owns an 84.70818% tenant in
common interest in a 29-story office building located at 250 East
Fifth Street, in Cincinnati, Ohio.

Breen Olson & Trenton, LLP, serves as counsel to the Debtor.

The U.S. Trustee advised the Court that an official committee of
unsecured creditors has not been appointed because an insufficient
number of persons holding unsecured claims against the company
have expressed interest in serving on a committee.


250 AZ: Court Approves Stipulations on Use of Cash Collateral
-------------------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona signed stipulations relating to 250 AZ, LLC's
use of cash collateral and payment of adequate protection.

Pursuant to the stipulations, the creditors agree that their
interest in the subject property is adequately protected so long
as the Debtor is in compliance with all the terms of the
stipulation.

Additionally, if the Debtor fails to fully perform any provision,
term or condition of the stipulation in a timely manner, the
Debtor will be in default of the stipulations.

Creditor Gabroy, Rollman & Bosse, P.C. Profit Sharing Plan and
Trust has consented to the use of cash collateral in exchange for
payment of $2,000 per month as adequate protection.  Gabroy
Rollman asserts a lien on the Debtor's real estate asset 2292 West
Magee Road Unit 100, Tucson, AZ and 2292 West Magee Road Unit 101,
Tucson, Arizona.

Secured lender Raymond F. Predenkiewicz and May ann Predenkiewicz,
as trustees of the Predenkiewicz Revocable Trust consented to the
use of cash collateral relating to the real property located at
2308 Paseo Cielo, Tucson, Arizona.  In exchange for the use of
cash collateral, the Debtor will make $933 per month as adequate
protection payment.

U.S. Bank, National Association, as trustee, successor-in-interest
to Bank of America, N.A., as Trustee, successor to Wells Fargo
Bank, N.A., as Trustee, for the registered holders of COBALT CMBS
Commercial Mortgage Trust 2006-C1, Commercial Mortgage Pass-
Through Certificates, Series 2006-C1, by and through CWCapital
Asset Management LLC, solely in its capacity as Special Servicer,
consented to use of cash collateral.

With respect to the U.S. Bank, the postpetition rents paid in
connection with the 29 story office building located at 250 East
Fifth Street, Cincinnati, Ohio constitute cash collateral subject
to the Trust's first priority, duly-perfected security interest.
The Debtor may use the cash collateral on an interim basis in
order to permit CBRE, Inc., as interim property manager, to
operate and maintain the property.  As adequate protection from
any diminution in value of the lender's collateral, the Debtor
will grant the Trust a replacement lien in all prepetition and
postpetition assets, and a superpriority administrative claim
status.

                         About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.

In its schedules, the Debtor disclosed $25 million in assets and
$70.8 million in liabilities. 250 AZ owns an 84.70818% tenant in
common interest in a 29-story office building located at 250 East
Fifth Street, in Cincinnati, Ohio.

Breen Olson & Trenton, LLP, serves as counsel to the Debtor.

The U.S. Trustee advised the Court that an official committee of
unsecured creditors has not been appointed because an insufficient
number of persons holding unsecured claims against the company
have expressed interest in serving on a committee.


250 AZ: To Assume Porter Wright Lease
-------------------------------------
250 AZ, LLC asks the U.S. Bankruptcy Court for the District of
Arizona for authorization to use of cash collateral to pay tenant
improvement reimbursement to tenant Porter, Wright, Morris &
Arthur, LLP, and to assume the lease.

The lease with Porter Wright (lessee) is a long term lease to
occupy and rent one full floor (19,000 sq. ft) of the commercial
office property located at 250 East Fifth Street, Suite 2200,
Cincinnati, Ohio, until Aug. 31, 2018, with an option to renew and
extend the lease through Aug. 31, 2023.  The Debtor is in default
under said lease terms in that Debtor owes lessee Porter Wright,
the sum of $379,700, that was due Jan. 11, 2013.

                         About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.

In its schedules, the Debtor disclosed $25 million in assets and
$70.8 million in liabilities. 250 AZ owns an 84.70818% tenant in
common interest in a 29-story office building located at 250 East
Fifth Street, in Cincinnati, Ohio.

Breen Olson & Trenton, LLP, serves as counsel to the Debtor.

The U.S. Trustee advised the Court that an official committee of
unsecured creditors has not been appointed because an insufficient
number of persons holding unsecured claims against the company
have expressed interest in serving on a committee.


333-345 GREEN: Governmental Claims Bar Date on July 17
------------------------------------------------------
Governmental entities have until July 17, 2013, to file proofs of
claims against 333-345 Green LLC, according to an order signed by
the bankruptcy judge.  Other creditors had until May 8 to file
proofs of claim.

333-345 Green LLC filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 13-40085) in Brooklyn on Jan. 8, 2013.  The Debtor, which
is engaged in the development and management of real property,
disclosed total assets of $16.0 million and liabilities of $26.9
million in its schedules. The property in 333-345 Greene Avenue,
in Brooklyn, is valued at $16 million and secures a $25.2 million
debt.


710 LONG RIDGE: EisnerAmper Okayed as Committee Accountant
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of 710 Long Ridge Road Operating Company II, LLC
to retain EisnerAmper LLP as its accountant and financial advisor.

EisnerAmper is expected to, among other things:

   a) gain an understanding of the Debtors' business, books and
records and reporting systems;

   b) review key pleadings and filings in connection with the
bankruptcy case, including the Debtors' statement of financial
affairs, chapter 11 schedules, and financial budgets; and

   c) consult with the Committee, the Committee's counsel and the
Debtors' representatives regarding the Debtors' financial
performance.

The hourly rates of EisnerAmper's personnel are:

         Partners/Principals/Directors           $375 - $580
         Senior Managers/Managers                $210 - $395
         Staff/Paraprofessionals                 $115 - $280

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

                       About 710 Long Ridge

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

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

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

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

Porzio, Bromberg & Newman, P.C., represents the Official Committee
of Unsecured Creditors.  The Committee tapped to retain
EisnerAmper LLP as accountant.


710 LONG RIDGE: Kevin P. Lombardo Named Patient Care Ombudsman
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
the appointment of:

         Kevin P. Lombardo
         GAVIN/SOLMONESE
         380 Lexington Avenue, Suite 1603
         New York, NY 10168
         Tel: (646) 867-3823
         Fax: (610) 664-7298

as patient care ombudsman in the Chapter 11 case of 710 Long Ridge
Road Operating Company II, LLC.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed the
ombudsman pursuant to Section 333 of the Bankruptcy Code.

The ombudsman is expected to, among other things:

   1) monitor the quality of patient care provided to patients of
the Debtor, to the extent necessary under the circumstances,
including interviewing patients and physicians;

   2) not later than 60 days after the date of the appointment,
and not less frequently than at 60-day intervals thereafter,
report to the court after notice to the parties-in-interest, at a
hearing or in writing, regarding the quality of patient care
provided to patients of the Debtor;

   3) if such ombudsman determines that the quality of patient
care provided to patients of the Debtor is declining significantly
or is otherwise being materially compromised, file with the court
a motion or a written report, with notice to the parties-in-
interest immediately upon making such determination; and

   4) maintain any information obtained by the ombudsman under
Section 333 of the Bankruptcy Code that relates to patients
(including information relating to patient records) as
confidential information.

The ombudsman may not review confidential patient records unless
the court approves the review in advance and imposes restrictions
on such ombudsman to protect the confidentiality of the records.

                       About 710 Long Ridge

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

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

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

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

Porzio, Bromberg & Newman, P.C., represents the Official Committee
of Unsecured Creditors.  The Committee tapped to retain
EisnerAmper LLP as accountant.


710 LONG RIDGE: Ombudsman Taps Gavin/Solmonese as Medical Advisor
-----------------------------------------------------------------
Kevin P. Lombardo, patient care ombudsman of 710 Long Ridge Road
Operating Company II, LLC, asks the U.S. Bankruptcy Court for the
District of New Jersey for permission to employ Gavin/Solmonese
LLC, as medical operations advisor.

G/S will, among other things:

   a) conduct interviews of patients and facility staff as
      required;

   b) review license and governmental permits; and

   c) review adequacy of staffing, supplies and equipment.

G/S has agreed to reduce its rates such that no rate higher than
$400/hour will be charged. The hourly rates of G/S personnel are:

         Kevin P. Lombardo                   $400
         Edward T. Gavin, CTP                $400
         Laura W. Patt, CPA/CFF, CIRA        $375

From time to time, other G/S professionals may be involved in
these cases as needed.  Hourly rates for these professionals range
as:

         Senior Directors                     $375
         Directors                            $325
         Consultant & Senior Consultant   $225 - $300

To the best of the ombudsman's knowledge, G/S is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                       About 710 Long Ridge

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

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

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

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

Porzio, Bromberg & Newman, P.C., represents the Official Committee
of Unsecured Creditors.  The Committee tapped to retain
EisnerAmper LLP as accountant.


710 LONG RIDGE: Ombudsman Hires Drinker Biddle as Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Kevin P. Lombardo, patient care ombudsman of 710 Long
Ridge Road Operating Company II, LLC, to employ Drinker Biddle &
Reath LLP as counsel.

Drinker Biddle is expected to, among other things:

   a) represent the ombudsman in any proceeding or hearing in the
Bankruptcy Court, and in any action in other courts where the
rights of the patients may be litigated or affected as a result of
these cases;

   b) advise the ombudsman concerning the requirements of the
Bankruptcy Code and Bankruptcy Rules and the requirements of the
Office of the U.S. Trustee relating to the discharge of his duties
under Section 333 of the Bankruptcy Code; and

   c) advise and represent the ombudsman concerning any potential
health law related issues.

The hourly rates of Drinker Biddle's personnel are:

         Partners              $500 - $650
         Counsel/Associates    $300 - $450
         Paraprofessionals     $150 - $290

To best of the ombudsman's knowledge, Drinker Biddle is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About 710 Long Ridge

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

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

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

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

Porzio, Bromberg & Newman, P.C., represents the Official Committee
of Unsecured Creditors.  The Committee tapped to retain
EisnerAmper LLP as accountant.


ABSORBENT TECHNOLOGIES: Amends List of 20 Unsecured Creditors
-------------------------------------------------------------
Absorbent Technologies, Inc., filed with the U.S. Bankruptcy Court
for the District of Oregon amended list of its 20 largest
unsecured creditors, disclosing:

   Creditor                Nature of Claim             Amount
   --------                ---------------             ------
Gudman Trust               Promissory Notes            $1,566,997
Attn: Jeff Gudman
4088 SW Orchard Way
Lake Oswego, OR 97035
Tel: (503) 780-1524

D2 Polymer Technologies    Royalties                   $1,227,300
Attn: Steve Doane
448 So. Montana Avenue
Morton, IL 61550
Tel: (309) 453-5104

Blake Singer               Commissions                 $1,034,419
11235 SW Riverwood Rd
Portland, OR 97219
Tel: (503) 984-6633

Stoel Rives LLP            Legal                         $641,843
Attn: Wally VanValkenburg
900 SW Fifth Ave., Suite 2600
Portland, OR 97204
Tel: (503) 294-9514

Steve Pawlowski            Promissory Notes              $592,353
6624 SW 158th Avenue
Beaverton, OR 97007
Tel: (503) 789-0076

AZA Pooled Real Estate     Promissory Notes              $403,048
Attn: Art Zaske
2301 W. Big Beaver Rd, Suite 620
Troy, MI 48084
Tel: (248) 703-5019

Morris Westlund            Promissory Notes              $355,850
16615 SW Maple Circle
Lake Oswego, OR 97034
Tel: (503) 781-1981

UniTrak Corp. Ltd          Equipment                     $290,035
Attn: Sandra Bons
Port Hope, ON L1A 1N4
Canada
Tel: (905) 885-8168 ext 103

GHD Engineering            Consulting                    $277,839
Attn: Rich Fitterer
15575 SW Sequoia Pkwy
Portland, OR 97224
Tel: (503) 226-3921

Harris Group, Inc.         Consulting                    $159,633

David Westlund             Promissory Notes              $128,031

Augusto Cesar de Souza     Legal                          $66,747

V Affiliated, LLC          Royalties                      $65,288

Sulzer Chemtech USA, Inc.  Equipment                      $59,290

Gar Tootelian, Inc.        GTI Product                    $51,680

Adayana Agribusiness Group Consulting                     $44,250

Buttonwillow Warehouse     Product                        $43,904

Livermore Architecture
   & Eng                   Consulting                     $35,690

Waste Express              Trade Debt                     $33,070

Wilco-Winfield, LLC        Trade Debt                     $25,944

The list was amended to, among other things, exclude Ephesians
Equity Group from the list.

                      Absorbent Technologies

Absorbent Technologies, Inc., filed a Chapter 11 petition (Bankr.
D. Ore. Case No. 13-31286) on March 8, 2013, without citing a
reason.  David C. Moffenbeier signed the petition as CEO.  Judge
Trish M. Brown presides over the case.  The Law Office of Gary U.
Scharff serves as the Debtor's counsel.

The Beaverton, Oregon-based company develops, produces, and
markets starch-based superabsorbent products and ingredients in
the United States and internationally.  It offers Zeba, a corn
starch-based polymer that helps farmers grow bigger crops with
less water.  Placed near a plant's roots, Zeba serves as a Grape
Nut-sized sponge that holds and distributes water as a plant needs
it.

The Debtor estimated assets and debts of at least $10 million.
The Debtor has a manufacturing facility at 140 Queen Avenue SW,
Albany, Oregon.

Fluffco LLC and Ephesians Equity Group LLC own equity interests in
privately held Absorbent Technologies.

The Debtor is seeking a buyer for its assets and property.

The U.S. Trustee formed a four-member committee of unsecured
creditors.


ABSORBENT TECHNOLOGIES: Taps Gary Underwood as Bankruptcy Counsel
-----------------------------------------------------------------
Absorbent Technologies, Inc., sought permission from the U.S.
Bankruptcy Court for the District of Oregon for authority to
employ the Law Office of Gary Underwood Scharff as attorney.

The hourly rates of the firm's personnel are:

         Gary Underwood Scharff, attorney              $420
         Heather A. Brann, attorney                    $280
         Kellie Ann Furr, legal assistant             $120

To the best of Debtor's knowledge, Messrs. Scharff and Brann
represent no interest adverse to Debtor or to the estate in
matters on which the law firm is to be engaged.

                      Absorbent Technologies

Absorbent Technologies, Inc., filed a Chapter 11 petition (Bankr.
D. Ore. Case No. 13-31286) on March 8, 2013, without citing a
reason.  David C. Moffenbeier signed the petition as CEO.  Judge
Trish M. Brown presides over the case.  The Law Office of Gary U.
Scharff serves as the Debtor's counsel.

The Beaverton, Oregon-based company develops, produces, and
markets starch-based superabsorbent products and ingredients in
the United States and internationally.  It offers Zeba, a corn
starch-based polymer that helps farmers grow bigger crops with
less water.  Placed near a plant's roots, Zeba serves as a Grape
Nut-sized sponge that holds and distributes water as a plant needs
it.

The Debtor estimated assets and debts of at least $10 million.
The Debtor has a manufacturing facility at 140 Queen Avenue SW,
Albany, Oregon.

Fluffco LLC and Ephesians Equity Group LLC own equity interests in
privately held Absorbent Technologies.

The Debtor is seeking a buyer for its assets and property.

The U.S. Trustee formed a four-member committee of unsecured
creditors.


ABSORBENT TECHNOLOGIES: Fluffco Added to Creditors Committee
------------------------------------------------------------
Gail Brehm Geiger, Acting U.S. Trustee for Region 18, last month
amended the list of members of the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Absorbent Technologies, Inc.,
to add Fluffco, LLC to the Committee.

The Committee now comprises of:

      1. International Resource Mgmt., Inc., chair
         c/o Arthur Marx, President
         P.O. Box 31100
         Portland, OR 97231
         Tel: (503) 793-7661
         Fax: (503) 228-9168
         E-mail: arthur@wastex.com

      2. Harris Group, Inc.
         c/o Jim Gabriel, president
         1750 NW Naito Parkway
         Portland, OR 97228
         Tel: (503) 228-7200
         Fax: (503) 345-8399
         E-mail: jim.gabriel@harrisgroup.com

      3. Lombard Foods, Inc.
         c/o Mark Okazaki
         1704 Villa Rd.
         Newberg, OR 97132
         Tel: (503) 538-0982
         Cell: (503)899-3247
         Fax:
         E-mail: m.okazaki.mo@gmail.com

      4. Fluffco, LLC
         c/o Irving Levin
         8405 SW Nimbus Ave., Suite D
         Beaverton, OR 97008
         Tel: (503)350-4325
         Fax: (503)268-4706
         E-mail: irving@ijlevin.com

                      Absorbent Technologies

Absorbent Technologies, Inc., filed a Chapter 11 petition (Bankr.
D. Ore. Case No. 13-31286) on March 8, 2013, without citing a
reason.  David C. Moffenbeier signed the petition as CEO.  Judge
Trish M. Brown presides over the case.  The Law Office of Gary U.
Scharff serves as the Debtor's counsel.

The Beaverton, Oregon-based company develops, produces, and
markets starch-based superabsorbent products and ingredients in
the United States and internationally.  It offers Zeba, a corn
starch-based polymer that helps farmers grow bigger crops with
less water.  Placed near a plant's roots, Zeba serves as a Grape
Nut-sized sponge that holds and distributes water as a plant needs
it.

The Debtor estimated assets and debts of at least $10 million.
The Debtor has a manufacturing facility at 140 Queen Avenue SW,
Albany, Oregon.

Fluffco LLC and Ephesians Equity Group LLC own equity interests in
privately held Absorbent Technologies.

The Debtor is seeking a buyer for its assets and property.

The U.S. Trustee formed a four-member committee of unsecured
creditors.


ABSORBENT TECHNOLOGIES: Wants to Incur Loan from Living Trust
-------------------------------------------------------------
Absorbent Technologies, Inc., asks the U.S. Bankruptcy Court for
the District of Oregon for authorization to obtain loans and
advances of $100,000 from Joseph A. Nathan, trustee for Joseph A.
Nathan living trust ua dtd 12/30/1996, to pay (i) April rent in
the amount of $44,390 for the Debtor's Queen Street facility; (ii)
March insurance due Providence in the amount of $12,938; and (iii)
payroll expenses totaling $8932 which are necessary to continue in
business and remain a viable entity and thereafter reorganize
under Chapter 11 of the Bankruptcy Code.

The Debtor would use the loan to operate its business or engage in
an orderly sale of its assets.  The Debtor relates that it was
unable to obtain credit except on terms and conditions set for in
the DIP loan.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender security
interests in and liens upon all of the Debtor's intellectual
property, a superpriority administrative claim status.

The summary of terms of the DIP Agreement are: (a) lending of
$100,000; (b) interest rate of 8% per annum on outstanding
advances; (c) reimbursement of lenders' reasonable expenses
associated with the credit facility, including attorney fees; (d)
termination in the event of the Debtor default; and (e) adequate
protection consisting of the granting of a first position lien on
Debtor's intellectual property assets, which are unencumbered.

A copy of the DIP financing document is available for free at
http://bankrupt.com/misc/ABSORBENTTECHNOLOGIES_dipfinancing.pdf

                      Absorbent Technologies

Absorbent Technologies, Inc., filed a Chapter 11 petition (Bankr.
D. Ore. Case No. 13-31286) on March 8, 2013, without citing a
reason.  David C. Moffenbeier signed the petition as CEO.  Judge
Trish M. Brown presides over the case.  The Law Office of Gary U.
Scharff serves as the Debtor's counsel.

The Beaverton, Oregon-based company develops, produces, and
markets starch-based superabsorbent products and ingredients in
the United States and internationally.  It offers Zeba, a corn
starch-based polymer that helps farmers grow bigger crops with
less water.  Placed near a plant's roots, Zeba serves as a Grape
Nut-sized sponge that holds and distributes water as a plant needs
it.

The Debtor estimated assets and debts of at least $10 million.
The Debtor has a manufacturing facility at 140 Queen Avenue SW,
Albany, Oregon.

Fluffco LLC and Ephesians Equity Group LLC own equity interests in
privately held Absorbent Technologies.

The Debtor is seeking a buyer for its assets and property.

The U.S. Trustee formed a four-member committee of unsecured
creditors.


ALLIANCE HEALTHCARE: Moody's Rates New $390MM Debt Facility 'Ba3'
-----------------------------------------------------------------
Moody's investor Service assigned a Ba3 rating to Alliance
Healthcare Services, Inc.'s proposed $390 million senior secured
credit facilities, consisting of a $50 million revolver expiring
2018 and a $340 million senior secured term loan due 2019. In
addition, Alliance's Corporate Family Rating at B1, the
Probability of Default Rating at B1-PD and its B3 senior notes
rating remain unchanged. The outlook remains negative.

Proceeds from the new credit facilities will be used to refinance
the existing $70 million revolver and $325 million senior secured
term loan B.

Following is a summary of Moody's rating actions and LGD
estimates:

Alliance Healthcare Services, Inc.

Ratings assigned:

  $50 million senior secured revolving credit facility at Ba3
  (LGD 3, 30%)

  $340 million senior secured term loan at Ba3 (LGD 3, 30%)

Ratings unchanged:

  Corporate Family Rating at B1

  Probability of Default Rating at B1-PD

  Speculative Grade Liquidity Ratings at SGL-2

  $190 million senior notes at B3 (LGD 5, 85%)

Ratings to be withdrawn at closing:

  $70 million revolving credit facility at Ba3 (LGD 3, 30%)

  $325 million senior secured term loan B at Ba3 (LGD 3, 30%)

Rating Rationale

Alliance's B1 Corporate Family Rating reflects the company's high
financial leverage, weak interest coverage and challenging top
line performance. High unemployment and weak client volumes have
adversely impacted both revenues and operating margins for
diagnostic imaging providers including Alliance. For the period
ending March 31, 2013, Alliance continued to be impacted by lower
volumes and pricing, primarily for their PET/CT business. Over the
next few quarters, Moody's expects continued top-line softness due
to the aforementioned macroeconomic factors as well as the
company's continuing actions to rationalize non-profitable
business.

The ratings benefit from Alliance's unique business model of
partnering with hospitals, which shields the company from the
direct effect of changes in third party reimbursement. This model
also allows the company to expand based on demand for services
rather than bearing the risk of non-hospital, physician-based de
novo development.

The negative outlook reflects the challenges over the next 12
months as Alliance continues to experience a weak pricing
environment due to industry overcapacity and lower volumes
associated with declining physician visits.

Moody's does not believe that an upgrade is likely in the near-
term. However, the outlook could be changed to stable if the
company can demonstrate solid revenue and volume growth, while
also simultaneously deleveraging. Should Alliance generate
positive organic revenue growth, deleverage below 4 times and
sustain adjusted free cash flow to debt above 8%, the ratings
could be upgraded.

The ratings could be downgraded if continued pressure on the
imaging business cannot be offset through expansion and cost
containment initiatives. Moody's would consider a downgrade if the
company pursues a debt-financed acquisition, if liquidity
deteriorates, or if debt to EBITDA rises above 5 times.

The principal methodology used in rating Alliance was the Global
Business & Consumer Service Industry Methodology, published in
October 2010. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Alliance HealthCare is a national provider of outpatient
diagnostic imaging and radiation oncology services. The company
maintained 490 diagnostic imaging and radiation oncology systems,
including 267 MRI systems and 119 PET and PET/CT systems at
December 31, 2012. The company operates 128 fixed-site imaging
centers, which constitutes systems installed in hospitals or other
medical buildings on or near hospital campuses. The company also
operates 29 radiation oncology centers and stereotactic radio
surgery facilities. Revenue for the twelve months ended March 31,
2013, was approximately $462 million.


ALLIED IRISH: Interim Management Statement
------------------------------------------
Allied Irish Banks, P.L.C., delivered to the U.S. Securities and
Exchange Commission an interim management statement disclosing
that strategic actions taken in 2012 have delivered an improvement
in the Bank's overall operating performance in the first quarter
of 2013.  Product repricing has had a continued positive effect on
the net interest margin (NIM) in the first quarter, the second
consecutive quarter of progress on NIM.  This repricing and the
ending of the Eligible Liabilities Guarantee Scheme (ELG) for new
liabilities announced on 26 February and effective as of March 28,
2013, are expected to benefit operating income for the remainder
of 2013 and beyond.

Cost reduction remains a priority at the Group and the benefits of
the initiatives undertaken in 2012 are beginning to be seen.  For
the quarter, both staff costs and other expenses are materially
lower year on year, as expected.

AIB is on track to achieve its target of returning to pre-
provision operating profit for the full year 2013.

EUR19.6bn of non-core deleveraging was completed by the end of
first quarter of 2013, which is c. 95% of the year end 2013
EUR20.5bn non-core deleveraging target as originally set by the
Central Bank of Ireland.  AIB expects to have fully achieved the
non-core deleveraging target by the 3rd quarter of 2013 at levels
comfortably within the PCAR 2011 capital assumptions.

Following growth of EUR2.9bn in 2012, customer accounts continued
to increase in the first quarter of 2013 and there has been no
material impact on balances as a result of the expiry of the ELG.
This ongoing progress in deleveraging and growth in customer
accounts has driven continued improvement in the Group's loan to
deposit ratio to c. 110%.  Use of Monetary Authority funding has
further reduced by EUR2.6bn since December 2012 to EUR19.6bn as of
end March 2013.

                           Asset Quality

The Group's loan portfolios are performing in line with
expectations and bad debt provisions for 2013 are expected to
trend significantly lower from levels in 2012 based on current
expected economic performance.  Continued progress has been made
in the first quarter of 2013 in relation to offering sustainable
permanent solutions for mortgage and SME customers in financial
difficulty and AIB is committed to meeting or exceeding the
targets set by the Central Bank of Ireland in relation to mortgage
arrears.

                              Capital

AIB's capital ratios remain strong.  Risk Weighted Assets have
reduced, driven by further deleveraging in the first quarter of
2013 and the Group's core tier one capital ratio was 15 percent at
the end of March 2013.

                       About Allied Irish Banks

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

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

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

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

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.

Allied Irish's balance sheet at June 30, 2012, showed EUR129.85
billion in total assets, EUR116.59 billion in total liabilities
and EUR13.26 billion in total shareholders' equity.


AMERICAN AIRLINES: Judge OKs $3-Billion in Exit Financing
---------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge on Thursday signed off on AMR Corp.'s new $3.25
million financing package but put off a ruling on the $15 million
in fees requested for the financial advisory firms that worked on
the loans, fees protested by the U.S. Trustee's Office.

According to the report, U.S. Bankruptcy Judge Sean H. Lane gave
his approval for the financing, which Weil Gotshal & Manges LLP
partner Stephen Karotkin, at a hearing Thursday, called "purely
strategic" due to favorable market conditions.

                      About American Airlines

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

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

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

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

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

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


AMERICAN INT'L: BofA Loses Bid for Dismissal of Securities Suit
---------------------------------------------------------------
Andrew Harris, writing for Bloomberg News, reported that American
International Group Inc. (AIG) can proceed with a lawsuit against
Bank of America Corp. over residential mortgage-backed securities
purchased from the bank's Countrywide Financial unit, a judge
ruled.

According to the Bloomberg report, U.S. District Judge Mariana
Pfaelzer in Los Angeles on May 6 partly denied a defense request
she throw out the case, ruling that New York-based AIG can pursue
claims of fraudulent inducement.

Bloomberg related that AIG sued Charlotte, North Carolina-based
Bank of America and Countrywide for $10 billion in damages in
2011, alleging it was misled into thinking that loans underlying
its investment were issued according to underwriting guidelines
that had been "long abandoned."

AIG "plausibly alleges that the underwriting guidelines stated in
the offering documents were false," Pfaelzer said in her 40-page
ruling, Bloomberg cited.  The judge rejected claims that the
defendants orally misrepresented underwriting practices and gave
false assurances to investors about the quality of guidelines. She
gave AIG permission to amend the claims.

She also threw out allegations that underwriters Merrill Lynch and
Banc of America Securities knew of malfeasance at Countrywide,
while again giving the insurer permission to re-plead them,
Bloomberg said. Bank of America bought Countrywide in 2008.

The case is AIG v. Countrywide, 11-10549, U.S. District Court,
Central District of California (Los Angeles).


ARCTIC GLACIER: S&P Revises Outlook to Neg. & Affirms 'B-' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Winnipeg, Man.-based Arctic Glacier LLC to negative from stable.
At the same time, Standard & Poor's affirmed its 'B-' long-term
corporate credit rating.

"We base the outlook revision on Arctic Glacier's weakened credit
protection measures given the material increase in debt stemming
from the proposed refinancing," said Standard & Poor's credit
analyst Lori Harris.

Standard & Poor's also assigned its 'B-' issue-level rating and
'3' recovery rating to Arctic Glacier's wholly owned U.S.
subsidiary Arctic Glacier U.S.A. Inc.'s proposed US$40 million
senior secured first-lien revolving credit facility due 2018 and
US$260 million senior secured first-lien term loan due 2019.  The
'3' recovery rating indicates S&P's expectation of meaningful
(50%-70%) recovery in the event of default.

S&P understands that proceeds of the new term loan, along with a
proposed US$150 million senior secured second-lien term loan
(which S&P don't rate), will be used to refinance existing debt,
pay a special US$80 million dividend, and for general corporate
purposes.

The ratings on Arctic Glacier reflects Standard & Poor's view of
the company's "vulnerable" business risk profile and "highly
leveraged" financial risk profile (as defined by S&P's criteria).

S&P bases its business risk assessment on the company's narrow
product portfolio, seasonality of demand, and participation in the
challenging packaged ice industry, which is highly competitive,
commoditized, fragmented, and susceptible to unfavorable weather
and economic conditions.  Partially offsetting these factors, in
S&P's opinion, is Arctic Glacier's solid market position in North
America as the second-largest player in a fragmented industry.
S&P base its financial risk assessment on the company's very
aggressive financial policy, including its highly leveraged
capital structure and acquisitive nature.

The negative outlook reflects S&P's view of Arctic Glacier's very
high debt leverage post refinancing, which could lead to less-
than-adequate liquidity within the next year given higher fixed
charges and the possibility of volatile EBITDA from unfavorable
weather or a soft economic environment.  S&P could lower the
ratings if there is deterioration in the company's operations or
negative free cash flow or less than a 15% EBITDA cushion within
the financial covenant should it apply.  Alternatively, S&P could
revise the outlook to stable if the company's operating
performance is adequate, resulting in sufficient free cash flow to
support Arctic Glacier's higher debt level.


AS SEEN ON TV: Inks Employment Agreement with CEO and President
---------------------------------------------------------------
As Seen On TV, Inc., and Ronald C. Pruett, Jr., entered into an
employment agreement, effective May 1, 2013, pursuant to which Mr.
Pruett will serve as President and Chief Executive Officer of the
Company.  The term of the Agreement is for one year and will be
automatically renewed for successive one-year periods unless a
notice of non-renewal is given by either party or the Agreement is
otherwise terminated sooner in accordance with its provisions.

Pursuant to the Agreement, Mr. Pruett will receive an annual base
salary of $275,000, together with an additional salary of $275,000
during the first year of his employment with the Company.  Mr.
Pruett's base salary may be increased from time to time as
determined by the Compensation Committee of the Board.

In addition to his base salary, Mr. Pruett will be entitled to
receive an annual cash bonus calculated by reference to the
Company's actual performance during the immediately preceding
fiscal year measured against a revenue and adjusted EBITDA target
to be established by Mr. Pruett and the Committee and approved by
the Board.

Subject to Committee approval, Mr. Pruett will be entitled to
receive options to purchase 425,000 shares of the Company's common
stock and a second option grant to purchase 2,625,000 shares of
the Company's common stock.  The First Option Grant will vest on
the grant date and have an exercise price equal to the average of
the high bid and low asked prices of the Company's common stock on
the OTC markets on the trading day immediately preceding the grant
date.  The Second Option Grant will have a per share exercise
price equal to the higher of (i) $0.70 and (ii) the average of the
high bid and low asked prices of the Company's common stock on the
OTC markets on the trading day immediately preceding the grant
date.

A full-text copy of the Employment Agreement is available at:

                        http://is.gd/R1dnzg

                        About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.

The Company reported a net loss of $8.07 million for the year
ended March 31, 2012, compared with a net loss of $6.97 million
during the prior fiscal year.  The Company's balance sheet at
Sept. 30, 2012, showed $9.74 million in total assets, $23.42
million in total liabilities and a $13.68 million total
stockholders' deficiency.

As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into
an Agreement and Plan of Merger with eDiets Acquisition Company
("Merger Sub"), eDiets.com, Inc., and certain other individuals.
Pursuant to the Merger Agreement, Merger Sub will merge with and
into eDiets.com, and eDiets.com will continue as the surviving
corporation and a wholly-owned subsidiary of the Company.


ATARI INC: Committee Retains Duff & Phelps as Financial Advisor
---------------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York authorized the Official Committee
Of Unsecured Creditors in the Chapter 11 cases of Atari, Inc., et
al., to retain Duff & Phelps Securities, LLC, as its financial
advisor.

Duff & Phelps will, among other things, review and analyze the
Debtors' operations, financial condition, cash flows, business
plan, strategy, and operating forecasts; evaluate the Debtors'
assets and liabilities and strategic and financial alternatives;
assist in the determination of an appropriate go-forward capital
structure for the Debtors; determine a theoretical range of values
for the Debtors on a going concern basis; evaluate the Debtors'
debt capacity in light of its projected cash flows; assist the
Committee in developing, evaluating, structuring and negotiating
the terms and conditions of a restructuring or Plan; assist the
Committee in monitoring a sales process and evaluating bids to
purchase; assist the Committee in analyzing any new debt and/or
equity capital; etc.

Duff & Phelps is entitled to a $50,000 monthly fee and a
restructuring fee of up to $700,000 based on the recovery received
by general unsecured creditors.

Thomas Clark Carlson, a managing director at D&P, assured the
Court that D&P is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                           About Atari

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

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

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

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

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


ATP OIL: Credit Suisse, Other Lenders Pay $691MM for Assets
-----------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that bankrupt ATP Oil
& Gas Corp. on Tuesday said it will sell oil and gas leases to a
group of lenders led by Credit Suisse AG for $691 million,
following an auction by the struggling developer.

Much of the purchase price will be taken up by canceled debt, with
Credit Suisse and the others shelling out another $45 million in
cash to pay off debts ranked senior to their own, according to
court documents, the report related.

U.S. Bankruptcy Judge Marvin Isgur will review the sale at a
Thursday hearing, the report said.

                         About ATP Oil

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

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

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

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

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

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


ATRIUM COS: S&P Affirms 'CCC+' Corp. Credit Rating; Outlook Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'CCC+'
corporate credit rating on Dallas-based Atrium Cos. Inc., and
removed all ratings from CreditWatch with negative implications,
where they were initially placed on Sept. 25, 2012.  The outlook
is negative.

Subsequently, S&P withdrew its 'CCC+' corporate credit rating on
Atrium Cos. Inc. at the company's request.  At the same time, S&P
withdrew its 'CCC+' issue-level rating and '3' recovery rating on
Atrium's senior secured term loan.


AUGUST CAYMAN: Moody Changes Outlook to Negative; Keeps B2 CFR
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of August Cayman
Intermediate Holdco, Inc. (Schrader International), - Corporate
Family and Probability of Default Ratings at B2, and B2-PD,
respectively.

In a related action, Moody's affirmed the B1 rating to the senior
secured first lien revolver and term loan facilities, and the Caa1
rating on the senior secured second lien term loans. The rating
outlook was changed to negative from stable.

The following ratings were affirmed:

August Cayman Intermediate Holdco, Inc.

Corporate Family Rating, B2;

Probability of Default, B2-PD

August U.S. Holding Company, Inc.:

B1 (LGD3, 37%) to the $35 million senior secured first lien
revolving credit facility (also available to August LuxUK Holding
Company);

B1 (LGD3, 37%) to the $102.2 million senior secured first lien
term loan facility;

Caa1 (LGD5, 89%) to the $43.5 million senior secured second lien
term loan facility

August LuxUK Holding Company:

B1 (LGD3, 37%) to the $132.8 million senior secured first lien
term loan facility;

Caa1 (LGD5, 89%) to the $56.5 million senior secured second lien
term loan facility

Ratings Rationale:

The affirmation of Schrader International's B2 Corporate Family
Rating reflects Moody's belief that the company continues to be
well positioned to participate in the expected increase in demand
for tire pressure monitoring systems (TPMS) as European regulatory
requirements come into effect for model year 2014 and 2015, and
the battery replacement cycle of the initially-installed units in
North America takes hold. Through the company's sensors and
components segment, Moody's believes that Schrader is the leading
producer of TPMS in the US auto market, with the majority of its
sales going to automotive OEMs. Management also indicates that the
company continues to win additional business in both North America
and Europe. Yet, while the company's performance has been
favorably impacted by recovering automotive demand in North
America, growth in non-TPMS business and European markets have
underperformed expectations. As a result of the lower than
expected revenue growth, Moody's estimates the company's 2012 pro
forma EBIT/interest coverage (including Moody's standard
adjustments) to be about 1x and Debt/EBITDA at over 6x.

The negative rating outlook incorporates Schrader's
underperformance to Moody's expectations in 2012 and the
expectation that this under performance will continue through
2013, as a result of continuing regional economic weakness in
Europe. The company's metrics, which have met the downward rating
drivers established when the ratings were initially assigned, are
expected to remain weak for the assigned rating until 2014.

Schrader is currently in discussions with its bank group to
renegotiate pricing under its bank credit facilities. While a
positive outcome to these discussions would support improved
credit metrics in 2013, Moody's believes these credit measures
would continue to approach the previously established downward
rating drivers.

Schrader is anticipated to continue to have an adequate liquidity
profile over the next twelve months supported by free cash flow
generation and availability under the $35 million revolving credit
facility. The company's cash flow generation is expected to be
modestly positive over the near-term as lower growth expectations
drive lower working capital needs. The revolving credit facility
is expected to be partially funded over the near-term with a small
amount of letters of credit outstanding. Financial covenants for
the first lien credit facilities include a maximum net total
leverage test. Moody's estimates that the company has sufficient
covenant cushion over the near-term to support operating
flexibility. Alternate liquidity is limited as substantially all
of the company's assets secure the credit facilities.

The rating could be lowered if demand for TPMS does not improve as
anticipated or if the company's profit margins come under
competitive pressure. A lower rating could result if debt/EBITDA
is expected to be sustained above 6x or if EBIT/Interest is
expected to be sustained around 1x through 2014, or if liquidity
deteriorates. Shareholder distributions at the expense of debt
reduction could also lower the company's rating or outlook.

The outlook could be raised if demand for TPMS in 2013 and beyond
drives stronger revenues and profit margin growth resulting in
EBIT/Interest approaching 2x and Debt/EBITDA approaching 4.5x. In
addition, these results also will need to coincide with a
financial policy that is focused on debt reduction rather than
shareholder returns.

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

Schrader International is an industry leading manufacturer of Tire
Pressure Monitoring Systems, Fluid Control Components and Tire
Hardware & Accessories for the automotive and industrial original
equipment market and aftermarket. The company generated 2012
revenues of $436 million and is owned by affiliates of Madison
Dearborn Partners.


BANKUNITED FINANCIAL: Paul Hastings Settles Avoidance Action
------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a Florida bankruptcy
judge on Wednesday signed off on a $400,000 settlement between
Paul Hastings LLP and BankUnited Financial Corp., resolving an
avoidance action that sought to recover more than $1 million that
the firm received on the eve of the bank's Chapter 11 filing.

According to the report, under the stipulation approved by U.S.
Bankruptcy Judge Laurel M. Isicoff, Paul Hastings will pay
$400,000 to the estate of the now-reorganized bank, and the
parties will provide each other with mutual releases.

                     About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors that include W.L. Ross & Co.,
Blackstone Group, Carlyle and Centerbridge.  The new owners
installed Mr. Kanas as CEO and he sought to revamp BankUnited as a
commercial lender in south Florida.

BankUnited Financial and its affiliates filed for Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22,
2009.  Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts
& Bowen LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at
Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz,
P.A., represent the Debtors as counsel.  Corali Lopez-Castro,
Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.;
and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as
counsel to the official committee of unsecured creditors.

The banking unit had assets of $12.8 billion and deposits of $8.6
billion as of May 2, 2009.  The holding company, in its bankruptcy
petition, disclosed $37,729,520 in assets against $559,740,185 in
debts.  Aside from those assets, BankUnited said a "valuable"
asset is its $3.6 billion net operating loss carryforward.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120 million and $118.171 million on account of senior notes.

The Fourth Amended Joint Plan of Liquidation proposed by the
Official Committee of Unsecured Creditors of BankUnited Financial
became effective on March 9, 2012.


BASS PRO: S&P Revises Outlook to Positive & Affirms 'BB-' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Springfield, Mo.-based Bass Pro Group LLC to positive from stable.
At the same time, S&P is affirming all of its ratings on Bass Pro,
including its 'BB-' corporate credit rating.

"The ratings on sporting goods and apparel retailer Bass Pro
reflect Standard & Poor's Ratings Services' opinion that the
company's business risk profile is "fair" and its financial risk
profile is "aggressive."  The outlook revision to positive
reflects S&P's expectation that credit protection measures will
improve at levels faster than it previously anticipated over the
next 12 months," said credit analyst Kristina Koltunicki.  "We
believe sales will benefit from increased consumer spending in
merchandise that is focused on guns and ammunition.  However,
continued new store growth and our expectation for mid-single-
digit positive comparable-store sales for the full year will
offset the potential for our view of eventual normalization in
growth of these specific product categories in the next 12 to 24
months."

The positive outlook reflects S&P's expectation that revenue and
margin gains will continue over the next 12 months, leading to
stronger credit protection measures at a faster pace than S&P had
previously anticipated.

S&P could raise its rating if the company continues to increase
sales in the upper-single digits while continuing to leverage its
operating costs.  Under this scenario, performance gains would
continue to increase at the current run rate over the next few
quarters.  At that time, EBITDA would have increased by
approximately 15%, leading to leverage declining to the mid-3x
area.

S&P could revise its outlook to stable if performance erodes
because of a moderate downturn in consumer spending, potentially
due to a shift in consumer preferences away from hunting related
products.  At that time, EBITDA would have declined by about 15%
from current levels and credit metrics would deteriorate such that
leverage would increase to the high-4x area.  Additionally, S&P
could lower the rating if the company demonstrates more aggressive
financial policies, including another meaningful debt-financed
dividend.


BERRY PLASTICS: Reports $1 Million Net Income in First Quarter
--------------------------------------------------------------
Berry Plastics Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $1 million on $1.15 billion of net sales for the
quarter ended March 30, 2013, as compared with net income of $2
million on $1.18 billion of net sales for the quarter ended
March 31, 2012.

The Company incurred a net loss of $9 million on $2.22 billion of
net sales for the two quarters ended March 30, 2013, as compared
with a net loss of $29 million on $2.32 billion of net sales for
the two quarters ended March 31, 2012.

The Company's balance sheet at March 30, 2013, showed $5.08
billion in total assets, $5.39 billion in total liabilities and a
$315 million total stockhodlers' deficit.

Mr. Randall Becker, Chief Operating Officer of Berry Plastics
Group, Inc., informed the Company's Chief Executive Officer and
Executive Vice President of Human Resources that he will retire
effective on July 1, 2013.

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

                        http://is.gd/fyrSuC

                        About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100% of the
capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

                           *     *     *

As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD.  The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BIG M: Drops Auction as Rival's Bid Stands Alone
------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that with only one
bid coming in by the Monday deadline, the bankrupt owner of
clothing stores Mandee and Annie Sez asked a New Jersey federal
judge on Tuesday to cancel Wednesday's auction and will seek to
have rival clothing retailer YM Inc. named the winner.

According to the report, Big M Inc. -- which does business under
the brands Mandee, Annie Sez and Afaze -- is looking to get $22
million from its Canadian apparel retailer rival in the deal.

                          About Big M

Totowa, New Jersey-based Big M, Inc., owner of Mandee, Annie sez,
and Afazxe Stores, filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-10233) on Jan. 6, 2013 with Salus Capital Partners, LLC,
funding the Chapter 11 effort.

The Mandee brand is a juniors fashion retailer with 84 stores in
Illinois and along the East Coast. Annie sez is a discount
department-store retailer for women with 35 stores. Afaze is
10-store jewelry and accessory chain.

Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland,
serves as counsel to the Debtor.  PricewaterhouseCoopers LLP has
been tapped to serve as financial advisor.  GRL Capital Advisors
LLC's Glenn R. Langberg has been hired to serve as chief
restructuring officer.

The Debtor estimated up to $100 million in both assets and
liabilities.

The Official Committee of Unsecured Creditors has tapped Cooley
LLP as its counsel, and CBIZ Accounting, Tax and Advisory of New
York, LLC and CBIZ Mergers & Acquisitions Group as its financial
advisor.


BRINKER INT'L: Moody's Rates New $550MM Sr. Unsecured Notes 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the proposed
$550 million of senior unsecured notes of Brinker International
Inc. In addition, Moody's affirmed all other ratings of Brinker.
The rating outlook is stable.

Proceeds from the proposed $550 million of senior unsecured notes
will be used to repurchase its $290 million 5.75% notes, repay a
portion of the outstandings under its revolving credit facility,
pay fees and expenses and for general corporate purposes.

Ratings assigned are:

Senior unsecured notes due 2018, rated Ba2 (LGD5, 80%)

Senior unsecured notes due 2023, rated Ba2 (LGD5, 80%)

Ratings affirmed are:

Corporate Family Rating of Ba1

Probability of Default Rating of Ba1-PD

$290 million senior unsecured notes due June 1, 2014, rated Ba2
(LGD5, 88%)*

*Rating will be withdrawn upon closing of refinancing.

Ratings Rationale:

The Ba1 Corporate Family Rating reflects Brinker's moderate
leverage and good interest coverage, as well as a high level of
brand awareness, meaningful scale, steady same store sales
performance and good liquidity. However, the ratings also consider
the soft consumer spending environment and high level of
promotional activities across the industry that will continue to
pressure earnings. The ratings also reflect Moody's view that the
company will utilize free cash flow and some additional borrowings
to fund share repurchases over the next two years .

The Ba2 rating on the senior unsecured notes reflects their junior
position to the credit facilities and non-debt liabilities of the
company's operating subsidiaries. The notes are not guaranteed by
operating subsidiaries making them structurally subordinate to the
$250 million revolver and $250 million term loan both of which
have upstream guarantees from subsidiaries.

The stable outlook reflects Moody's expectation that Brinker will
maintain moderate leverage and good coverage metrics while
preserving good liquidity. In addition, the outlook incorporates
Moody's view that management will balance returns to shareholders
in a manner that preserves leverage and coverage metrics that are
appropriate for its current ratings.

Ratings could be downgraded in the event operating performance --
particularly same store sales and transactions -- were to decline
for an extended period causing a sustained deterioration in
earnings and debt protection metrics. Specifically, ratings could
be lowered in the event leverage on a debt to EBITDA basis
approached 4.0 times or EBITA coverage of interest fell below 2.5
times on a sustained basis.

Factors which could result in an upgrade include improved
operating performance driven by consistently positive traffic and
average check that results in a sustained strengthening of
earnings and debt protection metrics. Specifically, this could
include debt to EBITDA approaching 3 times, EBITA coverage of
interest exceeding 3.5 times, and retained cash flow to debt
exceeding 20%. A higher rating would also require maintaining good
liquidity.

The principal methodology used in this rating was the Global
Restaurant 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.

Brinker International owns, operates and franchises the casual
dining concepts Chili's Grill & Bar and Maggiano's Little Italy.
Headquartered in Dallas, Texas, annual revenues are approximately
$2.8 billion.


BRUNSWICK CORP: Moody's Rates New $150MM Senior Notes Issue Ba3
---------------------------------------------------------------
Moody's Investors Service rated Brunswick Corporation's $150
million senior unsecured notes Ba3. At the same time, the Ba3
Corporate Family Rating was affirmed and the outlook was revised
to positive. Proceeds from the offering coupled with cash on hand
will be used to tender for the $250 million senior secured notes
due 2016.

"The refinancing benefits Brunswick's credit profile as it further
reduces leverage, but modestly weakens the company's liquidity
profile," said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service. With this refinancing, debt to EBITDA is around
2.75 times. "If Brunswick's operating performance continues to
improve and leverage is maintained around these levels, positive
rating momentum will accelerate," noted Cassidy. The marine market
has shown steady growth over the last year or two for all sectors,
except fiberglass sterndrive/nboard boats. "However, even this
market should eventually stabilize as boats get older and boating
participation remains steady," he noted. The positive outlook,
however, is not predicated on this recovery. Rather, it is based
on Moody's expectation of modest earnings growth and improved
credit metrics.

The unsecured notes benefit from subsidiary guarantees. The
guarantees will fall away upon the release of subsidiary
guarantees under the ABL revolving credit facility or if the notes
are rated Investment Grade by both Moody's and S&P.

The following rating was assigned:

$150 million senior unsecured notes with subsidiary guarantees due
2021 at Ba3 (LGD 4, 54%);

The following ratings were affirmed:

Corporate Family Rating at Ba3;

Probability of Default Rating at Ba3-PD;

Senior unsecured notes due 2023-2027 ($274 million outstanding) at
B2 (LGD 6, 92%);

The following rating was affirmed, but will be withdrawn:

$350 million senior secured notes due 2016 ($250 million
outstanding) at Ba1 (LGD 2, 23%);

The following rating was downgraded:

Speculative grade liquidity rating to SGL-2 from SGL-1

Ratings Rationale:

Brunswick's Ba3 Corporate Family Rating reflects the highly
discretionary nature of pleasure boats and marine related
products, which makes Brunswick's revenues and earnings highly
sensitive to economic weakness. This was demonstrated during the
economic downturn when the company suffered a dramatic revenue and
earnings decline. But the ratings also reflect the company's
moderate leverage and solid interest coverage -- highlighted by
debt to EBITDA of under 3 times and EBITA to interest around 2.9
times. Moody's expects additional operating performance and credit
metric improvement as the company's operating performance remains
strong and marine industry demand continues to improve. A critical
component of the rating is Brunswick's good liquidity profile.
Other factors supporting the rating are: the relatively stable
boating participation trends, good operating performance of
Brunswick's dealership network and the company's strong parts &
accessories business. The company's stable Bowling & Billiards and
Fitness businesses, seasoned management team and its joint venture
agreement with General Electric Capital Corporation for its
floorplan financing also support the rating. Brunswick's
international presence, which accounts for over a third of its
revenue, benefits the rating, but its exposure to Europe, which
makes up about 15% of its revenue, is a constraint.

The positive outlook reflects Moody's expectation that marine
industry demand trends will improve, except for fiberglass stern
drive inboard boats and that boating participation trends will
stay steady. The outlook also reflects Moody's view that the
operating results of the Marine Engine Segment, including the
parts and accessories business, will remain strong. Moody's
expects credit metrics to continue improving through earnings
growth.

Because of Brunswick's sensitivity to macroeconomic conditions,
its credit metrics need to be stronger than other similarly-rated
consumer durable companies. Credit metrics necessary for an
upgrade are debt to EBITDA remaining below 3 times (currently
below 3 times) and EBITA to interest sustained above 3 times
(currently around 3 times). Additionally, liquidity must stay good
for an upgrade to be considered.

Credit metrics which could prompt a downgrade would include debt
to EBITDA sustained above 4.5 times, mid-single digit EBITA to
revenue margins or interest coverage approaching 1.5 times.
Additionally, if the company's liquidity profile meaningfully
deteriorates, the long term rating and liquidity rating could be
downgraded.

The principal methodology used in this rating was the Global
Consumer Durables 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.

Brunswick is headquartered in Lake Forest, Illinois. The company
manufactures marine engines, pleasure boats, bowling capital
equipment and fitness equipment, and operates retail bowling
centers. Sales for the twelve months ended March 2013 approximated
$3.7 billion.


BRUNSWICK CORP: S&P Assigns 'BB' Rating to $150MM Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned Lake Forest, Ill.-
based Brunswick Corp.'s proposed $150 million senior notes due
2021 a 'BB' issue-level rating (at the same level as S&P's 'BB'
corporate credit rating on Brunswick), with a recovery rating of
'4'.  The recovery rating of '4' indicates S&P's expectation for
average (30% to 50%) recovery for lenders in the event of a
payment default.  Brunswick plans to use the proceeds, along with
cash on hand, to redeem all $250 million in outstanding senior
secured notes due 2016, plus the redemption premium and
transaction expenses.

S&P's 'BB' corporate credit rating on Brunswick Corp. reflects its
assessment of the company's financial risk profile as
"intermediate" and its business risk profile as "weak."

"Our assessment of Brunswick's financial risk profile as
intermediate reflects meaningful expected variability in credit
metrics over time.  Although we would be comfortable with leverage
in the mid-3x area on average, we expect total lease- and pension-
adjusted debt to EBITDA (our measure of leverage) to improve to
well below this threshold over the intermediate term.  We believe
leverage will be in the low-2x area in 2013 and about 2x in 2014,
and that funds from operations (FFO) to total adjusted debt will
be in the 35% to 40% range over this time frame.  However, even in
a moderate recession scenario after 2014, and assuming efficient
inventory and cost control over the next several years, we believe
Brunswick's leverage could potentially deteriorate by about 2x.
Still, if management remains disciplined regarding inventory
management, this moderate recession scenario would translate into
a meaningful reduction in variability compared with significant
levels of negative EBITDA experience during the last severe
economic recession," S&P said.

S&P's assessment of Brunswick's business risk profile as weak
reflects the discretionary nature of consumer spending on the
company's recreational marine products and the significant
volatility in the company's revenue and EBITDA over multiple
economic cycles.  Brunswick's EBITDA declined to a low of about
negative $220 million in 2009 from a high of about $600 million in
mid-2006, because retail demand for recreational marine products
was poor because of low consumer confidence, falling disposable
income, elevated unemployment, and shrinking credit availability
over this period.  The rationalization of the company's marine
dealer inventory levels and lower manufacturing and administrative
costs across all of its business units following multiple years of
restructuring partly offset the risk factors.  In addition,
Brunswick benefits from some business diversity in its fitness and
bowling segments, as well as its engine and parts and accessories
businesses, that S&P believes can help moderate boat segment
declines during an economic recession.

RATINGS LIST

Brunswick Corp.
Corporate Credit Rating         BB/Positive/--

New Ratings

Brunswick Corp.
Senior Unsecured
  $150M notes due 2021           BB
   Recovery Rating               4


CASH STORE: Reports $46.7-Mil. Revenue in First Quarter 2013
------------------------------------------------------------
The Cash Store Financial Services Inc. on May 8 provided a
financial update for the three and six months ended March 31,
2013.  Full results for the same period will be released on
May 15, 2013.  The May 9, 2013 conference call is scheduled at
11:00 a.m. Eastern/9:00 a.m. Mountain.  Participants can call 1-
888-231-8191 with conference ID # 48787085.  The call will also be
broadcast live via the Internet at http://cnw.ca/3Go68

Gordon Reykdal, Chairman and CEO, commented, "We are issuing a
financial update which is intended to provide investors with an
overview of the strong performance of the Company's operations for
the relevant periods and we wanted to proceed with this call for
the same reason.  Our full earnings report will be released May
15, 2013."

Financial update for the three months ended March 31, 2013

-- Loan fees increased to $37.3 million from $30.5 million in the
same period last year.

-- Quarterly revenue of $46.7 million, up from $42.1 million for
the same quarter last year.  March 31, 2012 reflected a $3.2
million deferred revenue charge and was based on 596 branches when
compared to 538 for the period ending March 31, 2013.

-- Same branch revenue increased to $84,000 from $73,000 in the
same quarter last year.

-- Sales expenses decreased to $26.9 million from $31.8 million
for the same quarter last year, reflecting an increased focus on
cost control.

-- Branch count of 538 reflects the addition of two branches
during the quarter. Compared to March 31, 2012, total branch count
was reduced by approximately 10%, or by 56 branches, from 594 to
538.

-- Other revenue of $9.4 million, down from $11.5 million for the
same quarter last year.  The decrease is related to fewer
customers choosing to purchase optional services relative to the
same period last year.  However, recent price and functionality
service adjustments have been made which are expected to improve
customer take-up of banking, insurance and other financial service
products in forward periods.

-- Operating Margin increased to $10.8 million from a loss of $2.8
million for the same quarter last year.

-- Loan volume was $186.3 million compared to $191.0 million in
the second quarter last year.

-- Adjusted EBITDA will be in the range of $6.2-$6.4 million
compared to $1.1 million for the same quarter last year.

-- Cash position of $22.4 million is consistent with the prior
sequential quarter.

Highlights for the six months ended March 31, 2013

-- Loan fees increased to $75.3 million from $63.4 million in the
same period last year.

-- Revenue increased to $96.2 million from $87.9 million for the
same period last year.  March 31, 2012 reflected a $3.2 million
deferred revenue charge and was based on 596 branches when
compared to 538 for the period ending March 31, 2013.

-- Same branch revenue increased to $174,000 from $154,000 in the
same period last year.

-- Sales expenses decreased to $53.7 million from $63.4 million
for the same period last year, reflecting an increased focus on
cost control.

-- Other revenue of $20.9 million is down from $24.5 million for
the same period last year.  The decrease is related to fewer
customers choosing to purchase optional services relative to the
same period last year.  However, recent price and functionality
service adjustments have been made which are expected to improve
customer take-up of banking, insurance and other financial service
products in forward periods.

-- Operating Margin increased to $22.5 million from $4.2 million
for the same period last year.

-- Loan volume of $389.8 million compared to $390.6 million in the
same period last year.

-- Adjusted EBITDA will be in the range of $15.4-$15.6 million
compared to $10.5 million for the same period last year.

"Over the past three quarters we have achieved consistent year-
over-year revenue growth and consistent sales expense reductions
across our branch network.  The second quarter was marked by
continued strong performance across the branch network.  The
introduction in February of a suite of line of credit products in
the Province of Ontario has been well received by consumers,"
Mr. Reykdal said.

"During Q2 of fiscal 2012, the Company commenced a number of
efficiency initiatives to improve overall performance, including
the closure of underperforming branches and consolidation of
related customer accounts into better performing branches.  During
Q2 fiscal 2013, for the fourth consecutive quarter, we had
positive results from these initiatives."

"On a year-over-year basis, same branch sales growth was coupled
with a sharp decrease in sales expenses, resulting in strong
quarter-over-quarter improvements in branch operating income.  Our
cash position remains strong at $22.4 million at the end of the
quarter consistent with the prior quarter. Overall, I am pleased
with our continued positive direction."

The release of the Company's financial statements for the three
and six month periods ending March 31, 2013 has been delayed
briefly due to a recently identified change in accounting
treatment related to the British Columbia class action lawsuit
settlement accrual which will result in an increase in our expense
of $8.2 million.  This increase brings the total amount expensed
to the maximum exposure of $18.8 million.  The maximum amount of
the potential liability was first disclosed in the notes to the
financial statements in March 2010, and disclosed thereafter in
the annual and quarterly financial statements.  The maximum
potential exposure consists of approximately $6.2 million in cash,
approximately $6.2 million in coupons, and $6.4 million in legal
fees which was paid to the plaintiff's counsel in 2010.  After
cash and credit vouchers have been disbursed by the Settlement
Administrator, the remaining accrual for unclaimed credit vouchers
as of March 31, 2013 is approximately $6.0 million.  The Company
will revise its accrual for the settlement to the extent that the
applicable de-recognition criteria have been met.  Management has
not yet determined the impact of this change on the current
period's financial statements and those of previous periods.

           Special Committee of the Board Investigation

The Company previously announced that a Special Committee of the
Board was undertaking an investigation into our purchase of a
portfolio of consumer loans from third-party lenders.  The
investigation was launched in response to allegations raised by an
outside party regarding inappropriate benefits that were alleged
to have accrued to certain parties related to the Company and the
related accounting treatment.  The Special Committee engaged
independent legal counsel which, in turn, engaged forensic
investigators to conduct factual inquiries necessary for the
Special Committee to fulfill its mandate.  The Special Committee
is in the process of completing its investigation.  As management
has previously disclosed, it does not believe that the outcome of
the investigation will have any impact on the accounting for the
loan acquisition transaction and/or on the accounting for, and
disclosure of, any related party transactions.  The Company will
report the findings of the Special Committee investigation once it
has been finalized.

It should be noted that the change in accounting treatment for the
class action accrual identified above is not related to the
Special Investigation.

                   About Cash Store Financial

Cash Store Financial is the only lender and broker of short-term
advances and provider of other financial services in Canada that
is listed on the Toronto Stock Exchange (TSX: CSF).  Cash Store
Financial also trades on the New York Stock Exchange (NYSE: CSFS).
Cash Store Financial operates 512 branches across Canada under the
banners "Cash Store Financial" and "Instaloans".  Cash Store
Financial also operates 25 branches in the United Kingdom.

Cash Store Financial is a Canadian corporation that is not
affiliated with Cottonwood Financial Ltd. or the outlets
Cottonwood Financial Ltd. operates in the United States under the
name "Cash Store".  Cash Store Financial does not do business
under the name "Cash Store" in the United States and does not own
or provide any consumer lending services in the United States.

The Company's balance sheet at Dec. 31, 2012, showed C$207.69
million in total assets, C$169.93 million in total liabilities and
C$37.76 million in shareholders' equity.

                          *     *     *

As reported in the Feb. 8, 2013 edition of the TCR, Standard &
Poor's Ratings Services lowered its issuer credit rating on Cash
Store Financial (CSF) to 'CCC+' from 'B-'.  The outlook is
negative.

"The downgrades follow a proposal by the payday loan registrar in
Ontario to revoke CSF's payday lending licenses and CSF's
announcement that it has discontinued its payday loan product in
the region," said Standard & Poor's credit analyst Igor Koyfman.
The company's businesses in Ontario, which account for
approximately one-third of its store count, will begin offering a
new line of credit product to its customers.  S&P believes this is
to offset the loss of its payday lending product; however, this is
a relatively new product, and S&P believes that it will be
challenging for the company to replace its lost earnings from the
payday loan product.  S&P also believe that the registrar's
proposal could lead to similar actions in other territories.


CATASYS INC: Effects 1-for-10 Reverse Stock Split
-------------------------------------------------
Catasys, Inc., announced a reverse stock split of its shares of
common stock at a ratio of 1-for-10 for stockholders of record
April 19, 2013.  The stock split is effective May 7, 2013, and the
shares will trade on a post-split basis under the temporary symbol
"CATSD" with a "D" added for 20 trading days to signify that the
reverse stock split has occurred.  The reverse stock split, which
was unanimously approved by the Company's board of directors, was
previously approved by written consent by the majority of its
stockholders.

As of May 3, there were 142,739,844 shares of Catasys common stock
issued and outstanding.  After giving effect to the reverse stock
split at a ratio of 1-for-10, the number of shares issued and
outstanding will be reduced to approximately 14,273,984.

The reverse stock split was executed as part of the Company's
program to improve its capital markets appeal to investors and
pursue its objective to "up list" from the bulletin board to a
national exchange.  The timing for this event is now supported by
Catasys' strong expectation that it will continue to grow (a)
organically (as existing insurers continue to expand into new
territories and/or increase the number of enrolled members into
Catasys? OnTrakTM program) and (b) by signing new insurers.  In
addition to the recently signed national insurer, the Company
currently has a sales pipeline of 13 million lives.  Management's
goal is to become cash flow positive by the end of this year.

Catasys' OnTrak program -- contracted with a growing number of
health insurers -- was designed to improve member health and at
the same time lower costs to the insurer by utilizing patient
centric treatment that integrates evidence based medical and
psychosocial interventions along with care coaching in a 52 week
outpatient program.  OnTrak is currently improving member health
and is demonstrating with several health insurers impressive
results -- as evidenced by reduced inpatient and emergency
department utilization driving a reduction in total health care
costs of more than 50% for enrolled members.

Catasys' transfer agent, American Stock Transfer & Trust Company,
LLC, will send a letter of transmittal relating to the reverse
stock split to stockholders of record of Catasys common stock as
of the date of the reverse stock split.  In lieu of fractional
shares, stockholders will receive cash.  The CUSIP number for the
new Catasys common stock outstanding after the reverse stock split
is 149049405.  American Stock Transfer & Trust Company can be
reached at (800) 937-5449 or info@amstock.com.

                         About Catasys Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

Catasys disclosed a net loss of $11.64 million on $541,000 of
total revenues for the 12 months ended Dec. 31, 2012, as compared
with a net loss of $8.12 million on $267,000 of total revenues in
2011.

The Company's balance sheet at Dec. 31, 2012, showed $4.93 million
in total assets, $18.69 million in total liabilities and a $13.75
million total stockholders' deficit.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred significant operating losses and
negative cash flows from operations during the year ended Dec. 31,
2012, which raise substantial doubt about the Company's ability to
continue as a going concern.

                        Bankruptcy Warning

"As of March 28, 2013, we had a balance of approximately $1.6
million cash on hand.  We had working capital deficit of
approximately $376,000 at December 31, 2012 and have continued to
deplete our cash position subsequent to December 31, 2012.  We
have incurred significant net losses and negative operating cash
flows since our inception.  We could continue to incur negative
cash flows and net losses for the next twelve months.  Our current
cash burn rate is approximately $450,000 per month, excluding non-
current accrued liability payments.  We expect our current cash
resources to cover expenses into July 2013, however delays in cash
collections, revenue, or unforeseen expenditures could impact this
estimate.  We are in need to obtain additional capital and while
we are currently in discussions with our existing shareholders
regarding additional financing there is no assurance that
additional capital can be raised in an amount which is sufficient
for us or on terms favorable to our stockholders, if at all.  If
we do not obtain additional capital, there is a significant doubt
as to whether we can continue to operate as a going concern and we
will need to curtail or cease operations or seek bankruptcy
relief.  If we discontinue operations, we may not have sufficient
funds to pay any amounts to stockholders."


CHARLOTTE RUSSE: S&P Assigns 'B-' CCR & Rates $150MM Loan 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B-'
corporate credit rating to Charlotte Russe Inc.  At the same time,
S&P assigned a 'B-' issue-level rating to the company's
$150 million term loan due 2019 with a '4' recovery rating.  The
'4' recovery rating indicates S&P's expectation of average (30% to
50%) recovery of principal in the event of a payment default.  The
outlook is stable.  According to the company, it will use the
proceeds from the $150 million term loan and $25 million of cash
on hand to repay a portion of the sponsor's original investment.

"The rating on Charlotte Russe reflects our assessment of a
"vulnerable" business risk profile and "highly leveraged"
financial risk profile," said credit analyst David Kuntz.  "The
business risk profile reflects its participation in the highly
competitive and widely fragmented specialty and fast fashion
apparel retail segment.  Although the company is a national
retailer, it is much smaller than many of its peers.  In our view,
the company has some brand recognition in its segment, and its
value proposition resonates well with consumers given the weak
economic recovery."

The stable outlook reflects S&P's view that operational
enhancements and merchandise initiatives will strengthen
performance over the next year.  S&P expects top-line growth to be
modest as store closures offset same-store sales growth and new
stores.  S&P believes that margins will benefit from good
inventory controls, reduced markdowns, and expense reduction
initiatives.  Despite this positive momentum, S&P forecasts that
credit protection measures will remain weak and commensurate with
a "highly leveraged" financial risk profile.

Although unlikely, S&P could raise the rating if the company is
able to strengthen operations meaningfully ahead of forecast with
same-store sales in the mid- to upper-single digits and margins
expanding by about 250 bps above S&P's projections over the next
year.  At that time, leverage (including S&P's preferred equity
adjustment) would be around the 6.0x area and interest coverage
would approach 3.0x.

S&P could lower the rating if merchandise mis-steps resurface that
negatively impact performance, leading to a diminished liquidity
profile.  Under this scenario, same-store sales would decline in
the mid-single digits, store closures would meaningfully exceed
our forecast, and margins would contract by more than 350 bps.
This could result in moderately negative free operating cash flow
and a revision of the liquidity profile to "less than adequate."


CHC HELICOPTER: Moody's Assigns 'Caa1' Rating to New $250MM Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to CHC Helicopter
S.A.'s proposed $250 million senior unsecured notes due 2021. CHC
Helicopter S.A. is a subsidiary of 6922767 Holding S.a.r.l.
Moody's upgraded the $1,300 million senior secured first lien
notes due 2020 to B1 from B2. The $375 million super-senior
secured revolving credit facility rating of Ba2 was affirmed. The
Corporate Family Rating of B2, Probability of Default Rating of
B2-PD, and Speculative Grade Liquidity rating of SGL-3 were also
affirmed. The rating outlook remains stable.

The proceeds of the notes will be used to reduce borrowings under
the company's revolving credit facility and for general corporate
purposes.

Ratings Rationale:

The B2 CFR reflects CHC's high leverage, a complex portfolio of
aircraft operating lease agreements, a complex corporate structure
and inherent cyclicality in the oil and gas services sector. The
rating also favorably reflects CHC's longstanding customer
relationships and average four to five year contracts with highly
rated oil and gas companies in its offshore oil & gas flying
business, which comprises about 80% of revenue, and the government
contracts in the search and rescue (SAR) and emergency medical
services businesses. CHC also has a large fleet of high quality
medium and heavy aircraft, geographic diversity, and a high
proportion (70%) of flying revenue that is derived from fixed
monthly fees.

The senior secured revolving credit facilities are rated Ba2,
three notches higher than the CFR of B2 under Moody's Loss Given
Default (LGD) Methodology. The secured credit facilities benefit
from their prior ranking to the $1,300 million senior secured
notes and $250 million senior unsecured notes, which are rated B1
and Caa1 respectively. The $1,300 million senior secured notes are
rated one notch above the CFR due to the cushion provided by the
senior unsecured notes.

The SGL-3 rating reflects adequate liquidity. Pro forma for the
$250 million May 2013 notes issuance, the company will have
approximately $180 million of cash and $314 million available,
after $61 million of letters of credit, under its $375 million
revolving credit facility, which matures in October 2015. Moody's
estimates negative free cash flow of about $180 million through to
fiscal year end 2014, which will be funded with cash and the
proceeds of aircraft disposals. The revolver has one financial
covenant (maximum super senior debt/EBITDA of 2.5x), with which
the company should be comfortably in compliance through fiscal
2014. However, the company has restrictive covenants on its
aircraft leases, with which Moody's also expects compliance
through fiscal 2014, but at much narrower margins than on the sole
financial covenant. CHC's liquidity is enhanced by its ability to
sell certain aircraft for value in excess of the lease buyout
payments as the leases for these aircraft expire.

The stable outlook reflects CHC's longstanding customer
relationships and average four to five year contracts with highly
rated oil and gas companies, and leadership position in the
helicopter transportation industry. A rating upgrade would be
dependent on leverage trending toward the 5.5x range and continued
expectations that the company will be able to satisfy its sizeable
lease funding arrangements. The rating could be downgraded if
leverage appears to be headed above 7x or if the company again
finds itself requiring multiple covenant amendments and waivers,
or if liquidity is strained.

The principal methodology used in this rating was Global Oilfield
Services 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.

CHC, headquartered in Vancouver, British Columbia, is a
significant provider of helicopter services to the global offshore
exploration and production industry with operations in
approximately 30 countries.


CHC HELICOPTER: S&P Rates $250-Mil. Unsecured Notes 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
issue-level rating, and '6' recovery rating, to CHC Helicopter
S.A.'s US$250 million senior unsecured notes due 2021.  The '6'
recovery rating indicates S&P's expectations of negligible (0%-
10%) recovery in the event of default.  CHC Helicopter S.A. is a
subsidiary of 6922767 Holding S.a.r.l. (collectively, CHC
Helicopter).

The notes will be guaranteed by CHC Helicopter and its
subsidiaries including CHC Helicopter Holding S.a.r.l.  S&P
understands that proceeds from the notes will be used to repay
amounts outstanding under the company's senior secured revolving
credit, and for other working capital and general corporate
purposes that might include the refinancing of certain aircraft
leases or repayment of other secured indebtedness.  Although S&P
expects this notes issuance to increase debt levels, the impact to
leverage metrics is negligible and does not change its assessment
of CHC's financial risk profile.  Standard & Poor's adjusted debt-
to-EBITDA ratio for CHC was 7.4x as of Jan.  31, 2013, and S&P
expects to see it fall below 7.0x by fiscal year-end 2014.

Issuance of the notes has no impact on S&P's issue or recovery
ratings on CHC's existing senior secured revolving credit facility
and first-lien senior secured notes.

CHC is a commercial operator of medium and heavy helicopters,
providing services to the offshore oil and gas industry, as well
as search and rescue and emergency medical services to government
agencies.  The company operates in approximately 30 countries,
with its major operations in Norway, the U.K., Ireland, the
Netherlands, Australia, Brazil, Canada, and Africa.  In addition,
CHC operates a maintenance, repair, and overhaul segment (MRO),
Heli-One, with offerings that include MRO, integrated logistics
support, and the complete outsourcing of all maintenance
activities for helicopter operators, which services its own flight
operations as well as third-party customers.

"The 'B+' rating and stable outlook on CHC Helicopter reflect what
we consider to be the company's highly leveraged financial risk
profile and fair business risk profile," said Standard & Poor's
credit analyst Jamie Koutsoukis.  "We base these assessments on
the company's high leverage ratio, the fact that its private
equity ownership limits the rating to the 'B' category, and its
participation in a capital-intensive industry," Ms. Koutsoukis
added.

Somewhat mitigating these weaknesses, in S&P's opinion, are CHC
Helicopter's strong position as the world's largest provider of
commercial helicopter services; favorable medium-to-long-term
demand outlook from the offshore oil and gas production industry
(about three-quarters of revenue); and relatively moderate levels
of competition in the markets where it provides services.

RATINGS LIST

6922767 Holding S.a.r.l.

Corporate credit rating                    B+/Stable/--

Rating Assigned
CHC Helicopter S.A.

US$250 million senior unsecured notes      B-
  Recovery rating                           6


CHUKCHANSI ECONOMIC: Moody's Downgrades CFR Two Notches to 'Ca'
---------------------------------------------------------------
Moody's Investors Service lowered Chukchansi Economic Development
Authority's Probability of Default Rating to D-PD from Caa2-PD and
its Corporate Family Rating to Ca from Caa2. Moody's also
downgraded the Authority's 9.75% senior notes due 2020 to Ca from
Caa2. The ratings outlook remains stable.

The rating action is as follows:

Corporate Family Rating to Ca from Caa2

Probability of Default Rating to D-PD from Caa2-PD

$244 million senior notes due 2020 to Ca (LGD4, 50%) from Caa2
(LGD4, 50%)

Ratings Rationale:

The downgrade was prompted by the Authority's inability to make
the full interest payment due on the 9.75% senior notes within the
grace period, which expired on May 1, 2013. Moody's understands
that the Authority is currently seeking to enter into a
forbearance agreement with its lenders.

The stable rating outlook reflects the likelihood that the ratings
will remain at their current level given the ongoing Tribal
dispute and uncertainty over the ability and/or willingness of the
Authority to make the past due interest payment and future
interest payments on the senior notes.

The ratings could be further downgraded and withdrawn in the event
of a negotiated restructuring with creditors.

While unlikely in the near term, positive rating pressure could
develop if the Authority makes timely interest payments, and
materially improves its liquidity profile and governance.

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

The Chukchansi Economic Development Authority was formed in June
2001 as a wholly owned enterprise of the Picayune Rancheria of
Chukchansi Indians, a federally-recognized Indian tribe.
Chukchansi has operated since June 2003 the Chukchansi Gold Resort
& Casino, a facility located 35 miles north of Fresno, California.
The facility features a 404-room hotel, 1,806 class III slot
machines, approximately 40 class III table games and six
restaurants.


COASTAL CONDOS: Owner of 72 Grandview Palace Condos Files Ch.11
---------------------------------------------------------------
Paul Brinkmann, writing for South Florida Business Journal,
reports that Coastal Condos, a Jacksonville, Fla.-based owner of
72 condo units at Grandview Palace in North Bay Village, has filed
for Chapter 11 bankruptcy.  The report relates Coastal Condos was
the target of a $15.8 million foreclosure lawsuit filed by North
Bay Village-based First Equitable Realty III in May 2012.  The
report says First Equitable is the largest creditor in the
bankruptcy, which lists total debt of $16.5 million.  The value of
the condos is pegged at $10.8 million, according to bankruptcy
court filings.


CUI GLOBAL: Incurs $462,000 Consolidated Loss in First Quarter
--------------------------------------------------------------
CUI Global, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a
consolidated net loss of $462,092 on $10.05 million of total
revenue for the three months ended March 31, 2013, as compared
with a consolidated net loss of $1.07 million on $8.46 million of
total revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $35.94
million in total assets, $11.57 million in total liabilities and
$24.36 million in total stockholders' equity.

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

                        http://is.gd/4in4Gr

                          About CUI Global

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

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

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


CUMULUS MEDIA: Incurs $12.1 Million Net Loss in First Quarter
-------------------------------------------------------------
Cumulus Media Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a loss
attributable to common shareholders of $12.14 million on $232.87
million of net revenues for the three months ended March 31, 2013,
as compared with a loss attributable to common shareholders of
$17.83 million on $235.99 million of net revenues for the same
period during the prior year.

The Company's balance sheet at March 31, 2013, showed $3.71
billion in total assets, $3.40 billion in total liabilities,
$72.36 million in total redeemable preferred stock, and $236.56
million in total stockholders' equity.

Lew Dickey, Chairman & CEO stated, "With the integration and
turnaround of the Citadel assets now largely behind us, we are
investing in several key content initiatives to drive growth
beginning in the back half of this year and accelerating into
2014.  We will post positive year-to-date revenue growth through
May and expect our investments in CBS Sports Radio, Traffic, Nash
and SweetJack to contribute meaningfully to our cash flow
beginning in Q4 of this year."

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

                        http://is.gd/80WeTa

                        About Cumulus Media

Founded in 1998, Atlanta, Georgia-based Cumulus Media Inc.
(NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest
operator of radio stations, currently serving 110 metro markets
with more than 525 stations.  In the third quarter of 2011,
Cumulus Media purchased Citadel Broadcasting, adding more than 200
stations and increasing its reach in 7 of the Top 10 US metros.
Cumulus also acquired the Citadel/ABC Radio Network, which serves
4,000+ radio stations and 121 million listeners, in the
transaction

Cumulus Media said in its annual report for the year ended
Dec. 31, 2011, that lenders under the 2011 Credit Facilities have
taken security interests in substantially all of the Company's
consolidated assets, and the Company has pledged the stock of
certain of its subsidiaries to secure the debt under the 2011
Credit Facilities.  If the lenders accelerate the repayment of
borrowings, the Company may be forced to liquidate certain assets
to repay all or part of such borrowings, and the Company cannot
assure that sufficient assets will remain after it has paid all of
the borrowings under those 2011 Credit Facilities.  If the Company
was unable to repay those amounts, the lenders could proceed
against the collateral granted to them to secure that indebtedness
and the Company could be forced into bankruptcy or liquidation.

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debts that topped
$97 million as of June 30, 2011.  Holdings estimated debts between
$50 million and $100 million but said assets are worth less than
$50 million.  AR Broadcasting operated radio stations in Missouri
and Texas.

                           *     *     *

Standard & Poor's Ratings Services in October 2011 affirmed is 'B'
corporate credit rating on Cumulus Media.

"The ratings reflect continued economic weakness and higher post-
acquisition leverage than we initially expected," said Standard &
Poor's credit analyst Jeanne Shoesmith. "They also reflect the
combined company's sizable presence in both large and midsize
markets throughout the U.S."

As reported by the TCR on Nov. 20, 2012, Moody's Investors Service
affirmed the B1 Corporate Family Rating of Cumulus Media.  The
company's B1 corporate family rating is forward looking and
reflects Moody's expectation that management will continue to
reduce debt balances with free cash flow resulting in net debt-to-
EBITDA ratios of less than 6.0x (including Moody's standard
adjustments, and treating preferred shares as 75% debt) over the
rating horizon, with further improvement thereafter consistent
with management's 4.0x reported leverage target.

As reported by the TCR on April 3, 2013, Moody's Investors Service
downgraded Cumulus Media, Inc.'s Corporate Family Rating to B2
from B1 and Probability of Default Rating to B2-PD from B1-PD.
The downgrades reflect Moody's view that the pace of debt
repayment and delevering will be slower than expected.  Although
EBITDA for 4Q2012 reflects growth over the same period in the
prior year, results fell short of Moody's expectations.


DAMES POINT: CYA Accounting Services Approved as Accountant
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Dames Point Holdings LLC to employ CYA Accounting
Services LLC as accountant to assist the Debtor in preparing its
monthly operating statements and in bookkeeping duties.

Prepetition, the Debtor had a computer crash losing almost all of
its electronic records.  The Debtor said CYA Accounting will be
able to recreate the previous years that were lost, well as
maintain record current as required by the bankruptcy rules.

Lisa Ann McKrell, owner of the CYA, will be responsible in
providing services to the Debtor at a rate of $35 per hour.  Mr.
McKrell assures the Court that CYA is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                    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.


DAMON PURSELL: 8th Cir. Affirms Bank of the West's Priority
-----------------------------------------------------------
National Bank of Kansas City appeals from a grant of summary
judgment by the bankruptcy court in favor of Bank of the West,
rejecting NBKC's requests for equitable relief, and ruling that
BOW had a first priority lien on a piece of equipment owned by
Damon Pursell Construction Company, and is entitled to proceeds
from the sale of that equipment.

The U.S. Court of Appeals for the Eighth Circuit affirmed.

BOW filed a multi-count amended complaint against several
defendants.  In Count VII, BOW sought a declaration that it held a
first lien on a piece of the debtor's equipment, senior to that of
Kraus-Anderson Capital, Inc.  BOW also sought a determination that
it was entitled to the proceeds from the sale of that equipment.

NBKC intervened, maintaining it was entitled to priority in the
proceeds from the equipment based on principles of equity. BOW and
NBKC each filed a motion for summary judgment. BOW moved for
summary judgment on Count VII of the amended complaint, as well as
all counterclaims and cross-claims related to the equipment and
its proceeds. NBKC sought summary judgment with respect to its
counterclaim for equitable relief.

The bankruptcy court entered orders on December 8, 2011 and
January 4, 2012, granting BOW summary judgment regarding the
equipment and its proceeds. The court denied NBKC's motion for
summary judgment.

NBKC appealed the December 8, 2011 and January 4, 2012 orders of
the bankruptcy court.  The Eighth Circuit dismissed the appeal as
premature because those orders did not dispose of all of the
claims in the adversary proceeding, and denied NBKC leave to
appeal the interlocutory orders.  After the bankruptcy court
entered an order in November 2012, NBKC again appealed the
December 8, 2011 and January 4, 2012 orders.

In its notice of appeal, NBKC stated that "These Orders became
final pursuant to the Order of the Court entered November 20,
2012."  Once again, the Eighth Circuit dismissed the appeal
because the November 2012 order was not a final order.  The Eighth
Circuit's order directed NBKC to "return to the bankruptcy court
and request it enter a judgment which disposes of all of the
plaintiff's claims against all of the defendants, as well as all
of the defendants' counterclaims and cross claims."

On April 3, 2013, the bankruptcy court entered such a judgment.
This appeal represents the third effort of NBKC to appeal the
orders entered in 2011 and 2012.  NBKC apparently does not
understand that it can only appeal from a final judgment, and
there is but one in this case, the April 3, 2013 judgment.  The
notice of appeal purports to appeal from the same two
interlocutory orders the appellant appealed from previously.

By a loan and security agreement dated June 2005, the debtor
granted BOW a security interest in the debtor's personal property.
BOW properly perfected its security interest by filing a financing
statement with the Missouri Secretary of State. In 2007, when the
debtor purchased two 2006 Road Mobile Trommels, serial numbers HT-
182M-1007 (the "Trommel 1007") and HT-182-M-1008 (the "Trommel
1008"), BOW's blanket security interest attached to both pieces of
equipment.

In February 2007, the debtor executed a promissory note and a
commercial security agreement in favor of NBKC, granting NBKC a
security interest in the Trommel 1008. NBKC properly perfected its
security interest by filing a financing statement with the
Missouri Secretary of State. BOW disputes NBKC's claim that the
debtor used the loans proceeds to purchase the Trommel 1008.
However, because it did not affect the outcome, the bankruptcy
court assumed NBKC held a purchase money security interest, senior
to BOW's blanket security interest, in the Trommel 1008.

In March 2007, the debtor executed a promissory note in favor of
Kraus-Anderson, granting Kraus-Anderson a security interest in the
Trommel 1007. Kraus-Anderson properly perfected its security
interest by filing a financing statement with the Missouri
Secretary of State. The debtor used the loan proceeds to purchase
the Trommel 1007. Consequently, Kraus-Andersen held a purchase
money security interest, senior to BOW's blanket security
interest, in the Trommel 1007.

Thereafter, and before filing its bankruptcy petition, the debtor
sold the Trommel 1008.  The debtor, in error, paid the proceeds
from the sale of the Trommel 1008 to Kraus-Anderson (a party whose
loan was secured by the Trommel 1007), rather than to NBKC (a
party whose loan was secured by the Trommel 1008). By doing so,
the debtor paid off the loan from Kraus-Anderson.

In March 2011, the bankruptcy court granted the debtor's third
motion for approval of the sale of the Trommel 1007. The sale
proceeds were greater than the amount the debtor owed to NBKC, but
less than the amount the debtor owed to BOW. The sale order
allowed the debtor to pay the sales commission and to partially
satisfy BOW's lien. In addition, the order stated that "[t]he
balance of the proceeds shall be held in the [d]ebtor's DIP
account pending a resolution of the dispute over who holds the
first priority lien and to pay the balance owed to [BOW] on its
second priority lien."

The case is, Bank of the West Plaintiff-Appellee, v. Damon Pursell
Construction Company; Kraus Anderson Capital, Inc.; CML-MO City
Development, LLC; Commercial Credit Group, Inc.; J&M Sarai, LLC
Allen Financial Corporation; SG Equipment Finance USA Defendants,
National Bank of Kansas City, Intervenor Defendant-Appellant.
No. 13-6015 (8th Cir.).  A copy of the Eighth Circuit's May 6
decision is available at http://is.gd/X50gpkfrom Leagle.com.

                 About Damon Pursell Construction

Kansas City, Missouri-based Damon Pursell Construction Company
owns and operates the Rockridge Quarry, which sells crushed rock
and rip rap products for road construction and other construction
projects.  The Quarry is located at 9001 Hickman Mills Drive, in
Kansas City, Missouri.  The Debtor also owns a construction
business that provides grading, excavation, utility and other
miscellaneous construction services.  Michael Pursell owns 100% of
the Company.

Damon Pursell filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Mo. Case No. 10-44965) on Sept. 15, 2010.  Thomas G. Stoll,
Esq., at Dunn & Davison, LLC, assists the Debtor in its
restructuring effort.  In its schedules, the Debtor disclosed
$18,458,000 in assets and $11,981,801 in liabilities as of the
Petition Date.

The Troubled Company Reporter on June 16, 2011, reported on Judge
Jerry Venters' confirmation of the Debtor's Second Amended Chapter
11 Plan of Reorganization.  The Plan, as amended, provides that
with respect to secured creditors, beginning 30 days after the
confirmation of the Plan, the Debtor would make monthly payments
of interest and principal based upon a 5-year amortization
schedule, with "annual skips" from March through May, with
interest accruing at the current prime rate plus 2% -- 5.25%, to
remain fixed for the duration of the loan.  As to unsecured
creditors, starting 30 days after the Plan was confirmed, the
Debtor would make a monthly payment until the balance has been
paid in full.  Holders of equity interests retain their interests
in the shares of stock in the Reorganized Debtor equal to the
number of shares of stock held in the Debtor prepetition.


DELTA AIR: Share Repurchase Program No Effect on Moody's Ratings
----------------------------------------------------------------
On May 8, 2013, Delta Air Lines, Inc. (B2, stable) announced that
its board of directors has approved the initiation of a quarterly
dividend and a share repurchase program. Moody's regards the
planned distribution of a portion of free cash flow to
shareholders while balance sheet leverage remains elevated and
there is the potential for slowing demand and weaker earnings and
cash flow generation as negative for Delta's credit profile;
however, Moody's ratings are unaffected.

Delta Air Lines, Inc., headquartered in Atlanta, Georgia, is the
world's second largest airline, providing scheduled air
transportation for passengers and cargo throughout the U.S. and
around the world.


DELUXE ENTERTAINMENT: S&P Lowers Corp. Credit Rating to 'CCC'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S. entertainment services provider Deluxe
Entertainment Services Group Inc. to 'CCC' from 'CCC+'.  The
outlook is negative.

At the same time, S&P lowered its issue-level rating on Deluxe
Entertainment's senior secured term loan to 'CCC+' from 'B-'.  The
recovery rating on this debt remains '2', indicating S&P's
expectation for substantial (70% to 90%) recovery for lenders in
the event of a payment default.

"The rating action reflects our expectation that the company's
film processing and distribution segment will continue to decline
at a steep pace," said Standard & Poor's credit analyst Tulip Lim.

Although the company has amended its covenants for 2013, the
amount of restructuring charges and future costs savings it can
add back to EBITDA per its covenants is limited to 20% of EBITDA
after the add-backs, and its equity cure will roll off at the end
of the year.  Add-backs to EBITDA have historically been
significant, and S&P believes that the company will need to grow
EBITDA at a robust rate to meet its financial covenants at the end
of 2013, particularly after its equity cure add-back rolls off.
Furthermore, its covenants were only amended for 2013 and in 2014,
and will return to their original levels.

The ratings on Deluxe Entertainment reflect Standard & Poor's view
that the company will continue to have a "vulnerable" business
risk profile and a "highly leveraged" financial risk profile.
S&P's view of the company's financial risk profile is based on the
company's thin margin of compliance with financial covenants, its
high mandatory amortization requirements relative to its
discretionary cash flow, and its aggressive financial policy.
S&P's opinion of Deluxe Entertainment's business profile is based
on its exposure to the widespread adoption of digital projection
technology by motion picture exhibitors.  S&P expects the
company's film processing and distribution business to continue to
decline and to require further cost restructuring.  S&P believes
there is meaningful risk that the growth in the creative services
business and improving profitability from cost-cutting will not be
sufficient to allow the company to meet its financial covenants.
S&P views Deluxe Entertainment's management and governance as
"fair."

Deluxe Entertainment derives about one-quarter of its revenue from
film processing, an industry that has been in rapid decline as
movie theaters replace film projectors with digital projectors,
reducing the number of film prints they need.  This business is
also vulnerable to fluctuations in the number of films slated for
release by the studios it services.  S&P expects film processing
to remain under tremendous pressure going forward.


DEWEY & LEBOEUF: Trustee Accuses Ex-CFO Of Holding Up $19MM Deal
----------------------------------------------------------------
Scott Flaherty of BankruptcyLaw360 reported that bankrupt Dewey &
LeBoeuf LLP's liquidating trustee said Wednesday that a bid from
two former firm executives to strike his declaration in support of
a $19.5 million settlement of mismanagement claims was a
"transparent attempt" to hold up approval of the deal.

According to the report, liquidating trustee Alan M. Jacobs, on
behalf of Dewey's liquidating trust, objected in New York
bankruptcy court to a motion filed by former Dewey Executive
Director Stephen DiCarmine and former Chief Financial Officer Joel
I. Sanders, who sought to strike Jacobs' declaration.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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

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


DEWEY & LEBOEUF: Advisers' Tab in Hits $23.6 Million
----------------------------------------------------
Sara Randazzo, writing for The Am Law Daily, reported that with a
liquidation trustee now overseeing Dewey & LeBoeuf's bankruptcy,
the professional advisers who guided the defunct firm through its
first nine months of Chapter 11 proceedings want to be paid the
balance of the $23.6 million they say they have earned for their
contributions to the case.

According to the report, the advisers -- 10 law, financial, and
restructuring firms -- submitted final fee requests in U.S.
bankruptcy court in Manhattan this week that detail hours worked
and expenses incurred from the time Dewey filed for bankruptcy in
May 2012 through March 22 of this year, when the firm's Chapter 11
plan became effective.

The firms filing the final fee requests are:

   1. Dewey's primary bankruptcy counsel, Togut, Segal & Segal,
      seeking $8.91 million in fees for the firm's "critical role
      in formulating the Debtor's wholly different approach to a
      plan."  That approach, according to AmLaw Daily, included a
      settlement that raised a total of more than $70 million from
      former firm partners who agreed to repay the Dewey estate
      part of their earnings from 2011 and 2012, as well as
      separate settlements with retired partners and with firms
      that hired Dewey partners.

   2. Zolfo Cooper, the professional home of Dewey's chief
      restructuring officer, Joff Mitchell, seeks $6 million in
      fees.

   3. Brown Rudnick logged $3.54 million in fees and expenses
      through March 22 for its work advising the official
      committee of unsecured creditors in the bankruptcy.

   4. Deloitte Financial Advisory Services, which also advised the
      unsecured creditors' committee, sought $1.25 million in a
      filing of its own.

   5. Kasowitz Benson Torres & Friedman seeks $1.35 million -- the
      maximum amount allowed under a settlement reached in
      February between the firm's clients, an ad hoc committee of
      retired Dewey partners, and the Dewey estate.

   6. Goldin Associates, which provided financial analysis to help
      construct the former partner settlement, seeking $1.3
      million.

   7. Special benefits counsel Keightley & Ashner seeking
      $169,366.

   8. Bankruptcy administrator Epiq Bankruptcy Solutions seeking
      $129,152.

   9. Tax counsel Ernst & Young seeking $257,161.

  10. German wind-down counsel Thierhoff Muller & Partner seeking
      $700,234.

Objections to the applications are due May 30, and a hearing
before U.S. Bankruptcy Judge Martin Glenn is scheduled for June
20.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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

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


DIGITAL ANGEL: Michael Haller Quits as CEO, President & Director
----------------------------------------------------------------
Digital Angel Corporation, on May 3, 2013, entered into an
amendment to employment agreement with Michael Haller, which
amended and terminated the Employment Agreement dated Aug. 23,
2012.  Under the terms of the Amended Employment Agreement:

   (i) Mr. Haller resigned as the Company's Chief Executive
       Officer, President and director upon the closing of the
       sale of the Company's mobile game application business;

  (ii) the Company paid Mr. Haller all accrued but unpaid
       obligations due under the Original Employment Agreement
       plus a cash lump sum of $10,000 in lieu of any severance or
       similar payments that might have been required under the
       Original Employment Agreement;

(iii) the Company waived the non-compete and non-solicitation
       provisions contained in the Original Employment Agreement;
       and

  (iv) both parties mutually agreed to release each other from any
       other claims that they may have against each other.

The Amended Employment Agreement further provided that Mr.
Haller's stock option to purchase 2 million shares of the
Company's common stock at $0.05 per share, which vested on
Aug. 27, 2012, may be exercised for a period of 60 days following
the effective date of the Amended Employment Agreement.  However,
Mr. Haller's stock options to purchase up to 8 million shares,
which were not vested as of the date of the Amended Employment
Agreement, were forfeited as of that date.

On May 3, 2013, the Company closed on the sale of its mobile game
application business to MGT Capital Investments, Inc., pursuant to
the terms of the Asset Purchase Agreement dated April 10, 2013,
for a cash payment of $136,630 and the receipt of 50,000 shares of
MGT's common stock valued at $212,500, based on the closing price
of MGT's common stock on April 15, 2013.

Under the terms of the Sale Agreement, MGT was required to assume
the Company's obligations under a certain office lease.  However,
as the parties were unable to obtain the landlord's consent for
such assumption by May 3, 2013, and in order to close the Sale by
that date, the Company and MGT entered into the Transition
Services Agreement dated as of May 3, 2013, whereby the Company
agreed that this condition will instead be a post-closing
condition and will permit MGT to occupy the office space for the
remaining term of the office lease in exchange for MGT reimbursing
the Company for its expenses in maintaining that office lease.

Effective May 6, 2013, the Company's Board of Directors appointed
Daniel Penni as the interim Chief Executive Officer and President
of the Company.  Mr. Penni will continue to serve as the Chairman
of the Company's Board of Directors.  Mr. Penni will receive no
additional compensation for serving as interim Chief Executive
Officer and President.

Mr. Penni, age 65, has served as a Company director since March
1995, and as the Chairman of the Company's Board of Directors
since July 3, 2007.  From September 1988 until December 2005, Mr.
Penni was employed by Arthur J. Gallagher & Co. (NYSE:AJG), an
insurance brokerage and risk management services firm, where he
served in several positions, including most recently as an Area
President.  He has worked in various sales and administrative
roles in the insurance business since 1969.  He also served on the
board of trustees of the Massachusetts College of Pharmacy and
Health Sciences in Boston from 1989 through June 2006 and served
as the chair of finance, the corporate treasurer and the chair of
the audit committee at various times during his service period.
Mr. Penni graduated with a Bachelor of Science degree in 1969 from
the School of Management at Boston College.  Mr. Penni was a
member of the board of directors of Positive ID Corporation, n/k/a
Positive ID Corporation, a former subsidiary of the Company, from
June 2004 until January 2008.

                        About Digital Angel

Headquartered in New London, Connecticut, Digital Angel
Corporation has two business segments, Digital Games and Signature
Communications.  Digital Games designs, develops and plans to
publish consumer applications and mobile games for tablets,
smartphones and other mobile devices.  Signature Communications is
a distributor of two-way communications equipment in the U.K.
Products offered range from conventional radio systems used by the
majority of SigComm's customers, for example, for safety and
security uses and construction and manufacturing site monitoring,
to trunked radio systems for large scale users, such as local
authorities and public utilities.

The Company's balance sheet at Sept. 30, 2012, showed $5.7 million
in total assets, $7.5 million in total liabilities, and a
stockholders' deficit of $1.8 million.

The Company said in its quarterly report for the period ended
Sept. 30, 2012, "Our historical sources of liquidity have included
proceeds from the sale of businesses, the sale of common stock and
preferred shares and proceeds from the issuance of debt.  In
addition to these sources, other sources of liquidity may include
the raising of capital through additional private placements or
public offerings of debt or equity securities, as well as joint
ventures.  However, going forward some of these sources may not be
available, or if available, they may not be on favorable terms.
In addition, our factoring line may also be amended or terminated
at any time by the lender with six months' notice.  These
conditions indicate that there is substantial doubt about our
ability to continue operations as a going concern, as we may be
unable to generate the funds necessary to pay our obligations in
the ordinary course of business."


E-DEBIT GLOBAL: Incurs $272K Net Loss in 1st Quarter
----------------------------------------------------
E-Debit Global Corporation filed its quarterly report on Form
10-Q, reporting a net loss of US$272,103 on US$290,183 of revenue
for the three months ended March 31, 2013, compared with a net
loss of US$308,076 on US$608,823 of total revenue for the same
period last year.

The Company's balance sheet at March 31, 2013, showed
US$1.2 million in total assets, US$3.4 million in total
liabilities, and a stockholders' deficit of US$2.2 million.

The Company has recurring net losses from operations, and had a
working capital deficit and a stockholders' deficit at March 31,
2013 and Dec. 31, 2012.

Calgary, Canada-based E-Debit Global Corporation's primary
business is the sale and operation of cash vending (ATM) and point
of sale (POS) machines in Canada.

                           *     *     *

As reported in the TCR on April 23, 2012, Schumacher & Associates,
Inc., in Littleton, Colorado, expressed substantial doubt about E-
Debit Global's ability to continue as a going concern, citing the
Company's net losses for the years ended Dec. 31, 2012, and 2011,
and working capital and stockholders' deficits at Dec. 31, 2012,
and 2011.


EASTMAN KODAK: Disclosure Statement Hearing Set for June 13
-----------------------------------------------------------
Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York has set a June 13 hearing to consider
approval of Eastman Kodak Co.'s disclosure statement.

Kodak must first gain court approval for its disclosure statement
before it can solicit votes from creditors on its proposed Chapter
11 plan of reorganization.  A majority must vote to accept the
plan before the court can hold a hearing to consider confirmation
of the plan.

Kodak filed the plan not long before midnight on April 30, just
before the deadline set in the loan agreement financing the
Chapter 11 reorganization begun in January 2012.

The plan offers full payment to holders of the remaining $375
million in second-lien notes by giving them 85% of the stock on
emergence from bankruptcy.  The remaining 15% of the stock would
be shared by unsecured creditors who are owed $2.7 billion, and by
retirees for the $635 million claim they were given as part of a
settlement for benefits that ended last year, according to a
Bloomberg News report.

The disclosure statement doesn't make a projection about the
percentage recovery by unsecured creditors, the report said.

Large portions of the disclosure statement offer an explanation on
why Kodak will be profitable after it exits bankruptcy protection,
concentrating on the commercial printing business.

From the $850 million in financing for the Chapter 11 case, $635.7
million can be converted into a loan coming into effect on exiting
bankruptcy, and $200 million of the $455 million in so-called new
money financing will be paid in cash, according to the report.

The disclosure statement has additional details on the settlement
with its U.K. pension fund, the company's largest creditor.  Under
the deal, Kodak agreed to spin off its personalized imaging and
document imaging businesses for $650 million to settle the pension
fund's $2.8 billion of claims.

                       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.


FANNIE MAE: Settles Accounting Suit for $153 Million
----------------------------------------------------
Andrew Zajac, writing for Bloomberg News, reported that Fannie Mae
(FNMA) and KPMG LLP agreed to settle an eight-year-old investor
class action for $153 million, according to Ohio Attorney General
Mike DeWine, whose state's employee pension fund was a plaintiff
in the case.

According to the Bloomberg report, shareholders sued Washington-
based Fannie Mae over a $6.3 billion overstatement of earnings,
alleging that the company and accounting firm KPMG were involved
in issuing false and misleading financial reports in violation of
federal securities law.

The settlement announced on May 8, which is subject to the
approval of a federal judge in Washington, is less than the $10
billion then-Ohio Attorney General Marc Dann said Fannie Mae
investors were entitled to in 2007, the Bloomberg report said.

"Given the immediate and substantial benefit of $153 million, the
risk in establishing settling defendants' liability and proving
damages, and the potential limitation on the ability of Fannie Mae
to satisfy a judgment," the settlement "represents an outstanding
recovery," DeWine said in memo filed in support of the proposed
settlement, Bloomberg cited.

"KPMG determined that it was in the firm's best interest to put
this matter behind us and avoid the significant additional cost,
and the distraction and inherent uncertainty, of protracted
litigation," Manuel Goncalves, the accounting firm's director of
national media relations, said in an e-mailed statement, Bloomberg
further cited.

The case is Federal National Mortgage Association Securities,
Derivative and "ERISA" Litigation, 04-cv-01639, U.S. District
Court, District of Columbia (Washington).


FANNIE MAE: To Send $59.4 Billion to U.S. Treasury
--------------------------------------------------
Nick Timiraos, writing for The Wall Street Journal, reported that
Fannie Mae will make a $59.4 billion dividend payment to the U.S.
Treasury, the company said Thursday after reporting a record
first-quarter profit. But its chief executive warned against
allowing the company's return to profitability delay a revamp of
it and its smaller sibling, Freddie Mac.

According to the WSJ report, Fannie posted net income of $58.7
billion in the first quarter, due largely to a one-time $50.6
billion gain related to tax benefits. In addition, the company
reported pretax income of $8.1 billion, which compared to net
income of $2.7 billion in the year-earlier period.

"I'm pleased to say that we'll be sending a lot of money to the
taxpayers," said Fannie Chief Executive Timothy Mayopoulos in a
speech to an industry group in Washington on Thursday, WSJ cited.

WSJ said Fannie's tax boost stemmed from reversing write-downs of
its deferred-tax assets, which are unused tax credits and
deductions that can offset future tax bills. Fannie began writing
down the tax benefits in 2008 as mortgage losses mounted; without
taxable income, those benefits can't be used. Fannie reclaimed the
deferred-tax assets during the first quarter because the company
concluded it is likely to be profitable for the foreseeable
future.

Even without the tax boost, Fannie's pretax income hit an all-time
high and offered the latest sign of how the improving housing
market could make the company extremely profitable after years of
suffering huge losses, WSJ said.

Fannie's expected payment will bring to $95 billion the amount of
dividends it has paid to the Treasury, compared with $116.1
billion in aid it absorbed between 2008 and 2011, the WSJ report
added. If the profits of recent periods are sustained, Fannie
could within the next year return more money to the Treasury than
it has borrowed. The payments already are helping to reduce the
federal government's huge budget deficit.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.


FILENE'S BASEMENT: Jeweler's $6.3MM Claim Tossed
------------------------------------------------
Juan Carlos Rodriguez of BankruptcyLaw360 reported that a federal
judge on Wednesday shot down jeweler Ultra Stores Inc.'s $6.3
million breach-of-contract claim against bankrupt Filene's
Basement LLC, saying that when the retailer closed down all its
outlets, it's responsibility to honor the contract ceased.

According to the report, in 2007, Ultra signed a contract to run
the jewelry departments in all Filene's Basement's stores, but
after the company declared bankruptcy in November 2011 and
subsequently shuttered its locations, Ultra claimed it was owed
about $6.3 million to compensate it for lost future profits.

                      About Filene's Basement

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FIRST INDUSTRIAL: Fitch Keeps BB IDR & Alters Outlook to Positive
-----------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of First Industrial
Realty Trust, Inc. (NYSE: FR) and its operating partnership, First
Industrial, L.P. (collectively, First Industrial) as follows:

First Industrial Realty Trust, Inc.

-- Issuer Default Rating (IDR) at 'BB';
-- $125 million preferred stock at 'B+'.

First Industrial, L.P.

-- IDR at 'BB';
-- $450 million unsecured revolving credit facility 'BB';
-- $474.2 million senior unsecured notes at 'BB'.

The Rating Outlook has been revised to Positive from Stable.

KEY RATING DRIVERS

The Positive Outlook is predicated on Fitch's expectation that
fixed-charge coverage will be sustained at a level consistent with
a 'BB+' rating. The company's industrial property portfolio is
showing signs of recovery, as evidenced by positive cash rent
rollovers in 1Q2013 for the first time since 1Q2009 as well as
rising occupancy rates. Credit strengths include low leverage for
the 'BB' rating category, a good liquidity position, and a
granular tenant base. Credit concerns include weakening financial
flexibility as evidenced by a smaller unencumbered pool and no
recent demonstrated access to the unsecured bond market.
Unencumbered asset coverage remains strong for the 'BB' rating.

RECOVERING FUNDAMENTALS

Occupancy was 89.6% as of March 31, 2013, down slightly from 89.9%
as of Dec. 31, 2012 but up from 87.9% as of Dec. 31, 2011.
Importantly, cash rental rates on new and renewal leases grew by
1.2% in 1Q2013 after several years of declines. Along with
positive rollover, cash basis same-store net operating income
increased by 2.3% in 1Q2013 after growth of 7.8% in 2012 and a
decline of 0.6% in 2011.

Fitch expects First Industrial to continue pushing rents as new
supply remains muted. Tenant retention was strong and averaged
74.8% for the trailing twelve months ended March 31, 2013, after
trending around 65% over the previous two years. However, lease
expirations are high in the aggregate in 2013 -2015, with 11.2% of
leases expiring in 2013, followed by 18.1% in 2014 and 14.8% in
2015.

IMPROVING FIXED-CHARGE COVERAGE

Fixed-charge coverage was 1.6x for the trailing twelve months
ended March 31, 2013 pro forma for the redemption of preferred
stock in April, compared with 1.5x in 2012 and 1.2x in 2011.
Reduced fixed charges via debt repayment from asset sales proceeds
and retained cash flow, as well as a recently declining weighted
average cost of debt capital and preferred stock redemptions
contributed towards the increase. Fitch defines fixed-charge
coverage as recurring operating EBITDA less recurring capital
expenditures less straight-line rent adjustments divided by
interest incurred and preferred stock dividends.

Fitch projects fixed-charge coverage will increase to the high 1x
range over the next 12-to-24 months based on organic and
development-related growth, which is more consistent with a 'BB+'
rating. In a stress case not anticipated by Fitch that reflects
same-store declines of 2009 - 2010, coverage would revert to 1.5x,
which would be appropriate for a 'BB' rating.

LOW LEVERAGE FOR 'BB'

Net debt to recurring operating EBITDA was 6.4x as of March 31,
2013 pro forma for the redemption of preferred stock in April,
compared with 6.5x as of Dec. 31, 2012 and 7.2x as of Dec. 31,
2011. Debt repayment has outweighed flat EBITDA levels, and Fitch
projects leverage to fall to around 6.0x over the next 12-to-24
months, which is low for the 'BB' rating category. In a stress
case not anticipated by Fitch that reflects same-store declines
similar to that of 2009-2010, leverage would revert to 7.5x, which
would remain low for an industrial REIT in the 'BB' category.

GOOD LIQUIDITY POSITION

The company's liquidity coverage ratio, calculated as liquidity
sources divided by uses, is 1.7x for the period April 1, 2013 to
Dec. 31, 2014. Liquidity sources include unrestricted cash,
availability under the unsecured revolving credit facility pro
forma for the redemption of preferred stock in April, and
projected retained cash flows from operating activities after
dividends. Liquidity uses include consolidated and pro rata joint
venture debt maturities and projected recurring capital
expenditures.

When including development cost to complete as a liquidity use,
liquidity coverage is 1.5x. Liquidity coverage improves to 1.9x
assuming 80% of upcoming secured debt maturities are refinanced.

First Industrial recently reinstated its common stock dividend,
and its 1Q2013 AFFO payout ratio was approximately 51%, indicating
moderate internally-generated liquidity in that Fitch expects a
portion of retained cash to be used to fund development.

GRANULAR PORTFOLIO

The portfolio consisted of 710 properties as of March 31, 2013
across both coastal and inland regions. Top markets are Southern
California (10.3% of 1Q2013 NOI), Chicago (7.7%), and
Minneapolis/St. Paul (7.0%). In addition, the tenant base has low
concentration and spans the supply chain; as of March 31, 2013,
top tenants were ADESA (2.8% of total rent), Ozburn-Hessey
Logistics (1.9%), and Quidsi (1.8%).

WEAKENING FINANCIAL FLEXIBILITY BUT STRONG UA-UD RATIO

First Industrial has placed mortgage debt on the portfolio over
recent years due to interest rate savings when compared with the
company's pricing in the unsecured bond market. Unencumbered
assets represented 61.3% of total assets as of March 31, 2013,
compared with 64.3% as of Dec. 31, 2011 and 73.2% as of Dec. 31,
2010. Fitch believes that the unencumbered pool is of weaker
quality than the encumbered portfolio.

Unencumbered assets (unencumbered property NOI divided by a
stressed 9.5% capitalization rate) covered net unsecured debt by
2.5x pro forma for the redemption of preferred stock in April,
which is strong for the 'BB' rating and indicates good contingent
liquidity.

The company has not accessed the unsecured bond market since 2007
but continues to access to other sources of capital, including a
common stock offering in March 2013 for net proceeds of $132.1
million, several other equity offerings, and a new credit facility
agreement in 2011. The covenants under the company's credit
agreements do not restrict financial flexibility.

Going forward, debt maturities reflecting extension options at
First Industrial's option are manageable, as 0.8% of total debt
pro forma for the redemption of preferred stock in April matures
in 2013, followed by 10.2% in 2014 and 12.6% in 2015. Over the
next year, Fitch anticipates that First Industrial will extend its
unsecured credit facility but will not access the unsecured bond
market.

PREFERRED STOCK NOTCHING

The two-notch differential between First Industrial's IDR and
preferred stock rating is consistent with Fitch's criteria for
corporate entities with an IDR of 'BB'. Based on Fitch research
titled 'Treatment and Notching of Hybrids in Nonfinancial
Corporate and REIT Credit Analysis', available on Fitch's web site
at 'www.fitchratings.com', these preferred securities are deeply
subordinated and have loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.

RATING SENSITIVITIES

Taking into account First Industrial's lower asset quality and the
smaller size of its portfolio relative to other industrial REITs,
the following factors may result in an upgrade to 'BB+':

-- Fitch's expectation of fixed charge coverage sustaining above
   1.75x (pro forma coverage is 1.6x);

-- Growth in the unencumbered asset pool while maintaining an
   unencumbered asset coverage ratio?based on capitalizing
   unencumbered NOI at a stressed rate of 9.5% divided by net
   unsecured debt?of above 2.0x (this ratio was 2.5x as of
   March 31, 2013).

The following factors may result in an upgrade to 'BBB-':

-- Continued track record as an unsecured borrower;

-- Fitch's expectation of fixed charge coverage sustaining
   above 2.0x and leverage maintaining below 6.0x.

The following factors may result in negative momentum on the
ratings and/or outlook:

-- Further encumbering the portfolio to repay unsecured
   indebtedness;

-- Fitch's expectation of fixed charge coverage sustaining below
   1.5x;

-- Fitch's expectation of net debt to recurring EBITDA sustaining
   above 7.0x;

-- A sustained liquidity coverage ratio of below 1.0x.


FRIENDSHIP VILLAGE: Fitch Affirms 'BB-' Rating on $15MM Bonds
-------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on the $15 million
series 1998 Franklin County, Ohio health care facilities revenue
refunding and improvement bonds issued on behalf Friendship
Village of Columbus (FVC).

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a revenue pledge, first mortgage, and
debt service reserve fund.

KEY RATING DRIVERS

STABLE BUT WEAK PROFILE: The affirmation of the 'BB-' rating
reflects FVC's continued weak but stable financial profile with
light liquidity and minimal coverage due to sustained low
occupancy.

INCREMENTAL OCCUPANCY IMPROVEMENTS: Independent living unit (ILU)
occupancy remains low but continued to improve to 77.8% as of
March 31, 2013 from 75% at June 30, 2012. The improvement is due
to reduced entrance fees implemented in fiscal 2012, strengthened
marketing efforts and reduced turnover in the nine-month interim
period ending March 31, 2013 (the interim period).

VOLATILE PROFITABILITY: FVC's operating ratio increased to 109.4%
in fiscal 2012 from 100.9% in fiscal 2011, reflecting increased
staffing related to efforts to improve skilled nursing facility
(SNF) occupancy. Conversely, net operating margin - adjusted
improved to 14% in fiscal 2012 from 6.6% in fiscal 2011 due to
strong entrance fee generation.

MODERATE DEBT BURDEN: FVC's debt burden is moderate with maximum
annual debt service (MADS) equal to 9% of revenues in fiscal 2012.
However, MADS coverage is highly dependent upon entrance fee
generation with revenue only MADS coverage equal to negative 0.3x
in fiscal 2012 and MADS coverage including turnover entrance fees
equal to a solid 1.9x.

LIGHT LIQUIDITY: Unrestricted liquidity remains light with 28.7%
cash to debt and 3.0x cushion ratio at March 31, 2013, but limited
capital needs and continued improvements in occupancy should allow
for improved liquidity metrics.

RATING SENSITIVITIES

CONTINUED OCCUPANCY IMPROVEMENT: Continued improvement in ILU
occupancy should allow for improved profitability and debt service
coverage. Failure to meet FVC's rate covenant requirement of 1.15x
MADS coverage would likely result in negative rating pressure.

CREDIT PROFILE

The affirmation of the 'BB-' rating and Stable Outlook reflects
FVC's low but improving ILU occupancy, light liquidity and thin
debt service coverage. The rating rationale has not changed
significantly since Fitch's last rating action.

ILU occupancy continues to improve but remains low. ILU occupancy
increased to 77.8% at March 31, 2013 from 71% in the second
quarter of 2011. SNF occupancy increased from a low of 69.7% to
87.1% while ALU occupancy remains above 90%. The increased
occupancy reflects the impact of the 25% reduction in ILU entrance
fees, increased marketing efforts, with a particular emphasis on
skilled nursing, and decreased turnover in the interim period.

The 25% reduction in ILU entrance fees was implemented in fiscal
2012 and was necessary to bring entrance fees in line with local
real estate prices. While the Columbus, Ohio area faired fairly
well through the recent recession, the three primary zip codes
that FVC draws from were hit particularly hard. The reduced
entrance fees stimulated strong sales in fiscal 2012 with net
entrance fees increasing to $3 million in fiscal 2012 after
averaging $1 million per year between fiscal years 2007 and 2011.
However, sales appear to have subsided somewhat in fiscal 2013
with net entrance fees of $1.2 million in the 11-month interim
period ending May 30, 2013.

Operating profitability has been volatile reflecting the
challenging operating environment. Operating ratio increased to
109.4% in fiscal 2012 and 107.3% in the interim period from 100.9%
in fiscal 2011, reflecting increased staffing relating to efforts
to improve the SNF census. However, net operating margin -
adjusted improved to 14% in fiscal 2012 from 6.6% in fiscal 2011
reflecting the improved entrance fee generation but moderated to
7.8% in the interim period. Management continues to assess cost
management and productivity improvement initiatives, particularly
within dining services and SNF.

With $15 million of fixed rate debt outstanding, FVC's debt burden
is moderate with MADS equal to 9% of revenues in fiscal 2012. FVC
is highly dependent upon entrance fees to cover debt service as is
typical of many type A CCRCs. The compressed operating performance
resulted in poor revenue only coverage of negative 0.3x in fiscal
2012 and negative 0.1x in the interim period. However,
strengthened net entrance fee generation improved MADS coverage
including turnover entrance fees to 1.9x in fiscal 2012 and 1.1x
in the interim period. Per FVC's rate covenant calculation, MADS
coverage equaled 1.85x in fiscal 2012 and exceeded the covenant
requirement of 1.15x. MADS coverage below 1.15x based upon the
covenant calculation would require a consultant call-in.

Unrestricted liquidity has been consistent, but relatively light.
At March 31, 2013, FVC had $4.2 million of unrestricted cash and
investments equating to 98.7 days cash on hand, 28.7% cash to debt
and 3.0x cushion ratio. These metrics are consistent with the 'BB'
category. Future capital plans include regular maintenance and
refurbishment of units with no major capital projects planned in
the near to medium term.

The Stable Outlook reflects Fitch's expectation that continued
improvements in occupancy and management's focus on cost
management will improve operating performance and strengthen
coverage.

FVC operates a type-A CCRC located in Columbus, OH, which consists
of 221 independent living units, 63 assisted living units, and 80
skilled nursing beds. Total operating revenue equaled $15.1
million in fiscal 2012. FVC covenants to provide annual disclosure
within 150 days of the end of each fiscal year and quarterly
disclosure within 50 days of the end of each quarter. Disclosure
is provided through the Municipal Securities Rulemaking Board's
EMMA system.


FTLL ROBOVAULT: Court Okays Sale of Assets to Far 3
---------------------------------------------------
The Hon. John K. Olson approved the sale of FTLL RoboVault LLC's
interest in real estate located at 3340 S.E. 6th Avenue, Fort
Lauderdale, Florida and all business operations located therein to
Far 3, LLC.

Barry E. Bukamal, the duly appointed Chapter 11 trustee for the
Debtor determined that the sale pursuant to Section 363 of the
Bankruptcy Code, will maximize the value of assets, address the
secured claim of Florida Asset Resolution Group, LLC, and create a
pool of funds for the benefit of the alleged general unsecured
claims.

The assets are being sold to the purchaser in an as is and where
is basis with no warranties of any kind or nature, expressed or
implied.  The total purchase price to be paid by the purchaser for
the assets is a credit bid in the amount of $100,000, which will
be deemed (i) to constitute reasonably equivalent value and fair
consideration under the Bankruptcy Code.

For purposes of clarity, the trustee is selling the Debtor's real
estate along with its furniture, fixtures, equipment and ongoing
operations, all of which is subject of the valid and perfected
security interest of Florida Asset Resolution Group, LLC.

A copy of the sale motion is available for free at
http://bankrupt.com/misc/FTLLROBO_sale.pdf

                       About FTLL RoboVault

Based in Fort Lauderdale, Florida, FTLL RoboVault LLC, aka Robo
Vault, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
12-33090) on Sept. 27, 2012.  Developer Marvin Chaney signed
Chapter 11 petitions for Robo Vault and affiliate Off Broward
Storage.  The companies own modern storage warehouses in Fort
Lauderdale.  The Debtor disclosed $15,289,150 in assets and
$23,934,952 in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 21 notified the U.S. Bankruptcy Court
for the Southern District of Florida that until further notice, it
will not appoint a committee of creditors pursuant to Section 1102
of the Bankruptcy Code.

Bankruptcy Judge Raymond B. Ray initially presided over the case.
On Nov. 19, the case was transferred to Judge John K. Olson.

Lawrence B. Wrenn, Esq., served as the Debtor's counsel.  In
November, Donald F. Walton, the U.S. Trustee for Region 21, sought
and obtained approval from the U.S. Bankruptcy Court to appoint
Barry E. Mukamal as Chapter 11 trustee.  Following the Chapter 11
Trustee's appointment, Mr. Wren voluntarily dismissed himself in
the Debtor's bankruptcy case.


GASTAR EXPLORATION: S&P Assigns Prelim. 'B-' CCR; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B-' corporate credit rating to Houston, Texas-based
Gastar Exploration USA Inc.  The outlook is stable.

At the same time, S&P assigned a preliminary 'B-' issue rating
('3' preliminary recovery rating to the notes, indicating S&P's
expectation of meaningful [50% to 70%] recovery in the event of a
payment default) to Gastar's proposed $200 million senior secured
notes due 2018.

"The ratings on Gastar reflect its very small reserve and
production base, currently high concentration of production in the
Marcellus shale basin, aggressive planned capital spending plan
that could significantly weaken its liquidity, and its natural
gas-weighted reserve base," said Standard & Poor's credit analyst
Stephen Scovotti.

The ratings also reflect the volatility and capital intensive
nature of the oil and gas industry.  These weaknesses are only
partially buffered by a decent reserve life and a good reserve
replacement history.

The stable outlook reflects S&P's expectation that the company
will continue to grow production while maintaining liquidity
adequate to fund fixed costs and capital spending for the next 12
months.  S&P could lower the rating if coverage of liquidity use
from sources is below 1x.  Alternatively, S&P would consider an
upgrade if Gastar continues to grow production and reserves, while
maintaining adequate liquidity and leverage below 5x.  Based on
the very small scale and scope of the company, S&P views an
upgrade as unlikely within the next 12 months.


GELTECH SOLUTIONS: Gets $300,000 From Issuance of 375,000 Shares
----------------------------------------------------------------
GelTech Solutions, Inc., received $300,000 from Michael Reger, the
Company's Chief Operating Officer and principal shareholder, in
exchange for 375,000 shares of common stock and 187,500 five-year
warrants exercisable at $1.25 per share.  The shares of common
stock and warrants were issued without registration under the
Securities Act of 1933 in reliance upon the exemption provided in
Section 4(a)(2) and Rule 506 thereunder.

                           About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.

The Company's balance sheet at Dec. 31, 2012, showed $1.15 million
in total assets, $3.80 million in total liabilities and a $2.65
million total stockholders' deficit.

"As of December 31, 2012, the Company had a working capital
deficit, an accumulated deficit and stockholders' deficit of
$1,339,923, $26,011,370 and $2,655,057, respectively, and incurred
losses from operations of $3,211,484 for the six months ended
December 31, 2012 and used cash from operations of $1,994,491
during the six months ended December 31, 2012.  In addition, the
Company has not yet generated revenue sufficient to support
ongoing operations.  These factors raise substantial doubt
regarding the Company's ability to continue as a going concern."


GELTECH SOLUTIONS: M. Reger Held 41.6% Equity Stake at May 2
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Michael Lloyd Reger disclosed that, as of
May 2, 2013, he beneficially owned 16,100,840 shares of common
stock of GelTech Solutions, Inc., representing 41.6% of the shares
outstanding.  On May 3, 2013, Mr. Reger purchased 375,000 shares
of common stock and 187,500 five-year warrants exercisable at
$1.25 for $300,000.

Mr. Reger previously reported beneficial ownership of 15,538,340
common shares or a 41.7% equity stake as of Feb. 27, 2013.  A copy
of the amended filing is available at:

                       http://is.gd/WAdMBJ

                           About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.

The Company's balance sheet at Dec. 31, 2012, showed $1.15 million
in total assets, $3.80 million in total liabilities and a $2.65
million total stockholders' deficit.

"As of December 31, 2012, the Company had a working capital
deficit, an accumulated deficit and stockholders' deficit of
$1,339,923, $26,011,370 and $2,655,057, respectively, and incurred
losses from operations of $3,211,484 for the six months ended
December 31, 2012 and used cash from operations of $1,994,491
during the six months ended December 31, 2012.  In addition, the
Company has not yet generated revenue sufficient to support
ongoing operations.  These factors raise substantial doubt
regarding the Company's ability to continue as a going concern."


GENE CHARLES: Plan Solicitation Exclusivity Expires June 26
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of West
Virginia extended until June 26, 2013, Gene Charles Valentine
Trust's exclusive period to solicit acceptances for its proposed
Chapter 11 Plan.

The Debtor has a Chapter 11 plan that proposes to pay a total of
$1 million to its creditor Gulf Coast Bank & Trust Company from
the Auction proceeds in full settlement of Gulf Coast's claims
relating to Loan 808 and Loan 860.  Remaining auction proceeds
will be used to cure the default on the United States Department
of Agriculture's Loan 807, as well as fund payment of additional
Allowed Claims pursuant to this Plan.  The USDA will reinstate the
maturity of Loan 807 and retain its liens on the remaining unsold
Peace Point Assets.  The Auction will take place in advance of the
Plan confirmation hearing in this Chapter 11 case.  The Debtor
will also fund the Plan with contributions from the Debtor's
Trustee Mr. Gene Charles Valentine, as well as from income the
Debtor's businesses.

                   About Gene Charles Valentine

A business trust created by investment advisor and broker-dealer
agent Gene Charles Valentine sought Chapter 11 bankruptcy
protection (Bankr. N.D. W.Va. Case No. 12-01078) in Wheeling, West
Virginia on Aug. 9, 2012.  The Gene Charles Valentine Trust owns
commercial and real estate properties in West Virginia, the
Financial West Group, the Peace Point Equestrian Center and the
Aspen Manor.  The Debtor disclosed in its schedules $34,101,393 in
total assets and $22,623,554 in total liabilities.

Financial West Investment Group, Inc., doing business as Financial
West Group -- http://www.fwg.com/-- is a firm with more than 340
registered representatives supervised by 44 Offices of Supervisory
Jurisdiction throughout the United States.  Financial West Group
is a FINRA, and SIPC member and SEC Registered Investment Advisor
(over $1 billion under control) that offers a full range of
financial products and services.  Its corporate office 32 member
staff is dedicated to providing registered representatives quality
service and technology to allow them to focus on best servicing
their investors needs.

Aspen Manor -- http://www.aspenmanorresort-- is a resort that
claims to be the "The Jewel of the Ohio Valley."  Along with its
architectural artistry, including hand-carved ceilings, the Manor
is filled will original art, statues, historic furniture and
artifacts.

Bankruptcy Judge Patrick M. Flatley oversees the case.  The Trust
hired Mazur Kraemer Law Inc., as bankruptcy counsel.

The Debtor's Chapter 11 Plan dated Feb. 8, 2013, provides for the
auction of the leasing rights of, or ownership rights to, certain
of the Debtor's subsurface assets located underneath the Debtor's
Peace Point Farms Equestrian Facility and its surrounding parcels.

The U.S. Trustee said that an official committee has not been
appointed in the bankruptcy case of Gene Charles Valentine Trust.




GENERAC POWER: S&P Rates $1.15-Bil. Loan 'B+' & Affirms 'B+' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Generac Power Systems Inc.  The outlook
is stable.

At the same time, S&P assigned a 'B+' issue-level rating to
Generac Power's proposed $1.15 billion senior secured term loan B
due 2020.  The '3' recovery rating indicates S&P's expectations
for meaningful recovery (50% to 70%) in the event of payment
default.  S&P based the ratings on preliminary terms and
conditions.

"We affirmed our rating on Waukesha, Wis.-based Generac after the
company announced its intention to borrow $1.15 billion in a
senior secured term loan B.," said Standard & Poor's credit
analyst Maurice Austin.

Generac expects to use the proceeds from the transaction to
refinance existing indebtedness and pay a special dividend of
about $342 million.

The corporate credit rating reflects what S&P considers to be
Generac's "weak" business risk, which is characterized by the
highly discretionary nature of its residential standby generator
products and exposure to raw material cost inflation, offset by
increasing market penetration and higher margins than its peers.
The ratings also reflect S&P's view of the company's financial
risk as "aggressive".  The aggressive financial risk assessment is
characterized by strong free cash flow generation as well as S&P's
estimate of leverage and funds from operations to debt of about
3.5x and 15%, respectively, as of March 31, 2013, pro forma for
the transaction.  S&P's "aggressive" assessment also takes into
account its view that affiliates of private equity firm CCMP
Capital Advisors LLC retain significant control over Generac.

The stable outlook reflects S&P's opinion that demand for
Generac's products will be good in 2013, following damaging storms
in late 2012 that S&P believes raised consumer interest in
portable and standby generators.  S&P expects EBITDA to climb to
$320 million this year with leverage at about 3.5x.  While this is
low relative to S&P's "aggressive" financial risk assessment, its
rating on Generac remains constrained based on its view that
affiliates of private equity firm CCMP Capital Advisors LLC exert
control over the company.  This is in accordance with S&P's rating
methodology for companies owned by financial sponsors.

S&P recognizes that CCMP is reducing its ownership stake in
Generac, including through a recently announced secondary
offering.  S&P would upgrade Generac if CCMP took additional steps
to limit its influence over the company.  For example, S&P would
view financial risk to be "significant" and it would raise its
corporate credit rating one notch if CCMP reduced its
representation on the board of directors and if Generac maintained
leverage below 4x EBITDA.

S&P views the potential for a downgrade to be unlikely over the
next 12 months based on its expectation for relatively favorable
market conditions for Generac's products over that timeframe.
However, S&P would lower its rating if the company implemented a
much more aggressive dividend strategy that resulted in leverage
topping 5x EBITDA.


GENOIL INC: Incurs C$5.4-Mil. Net Loss in 2012
----------------------------------------------
Genoil Inc. filed on May 7, 2013, its annual report on Form 20-F
for the year ended Dec. 31, 2012.

MNP LLP, in Calgary, Canada, 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 net loss and negative cash flows from operating
activities for the year-ended Dec. 31, 2012 and, as at that date,
its current liabilities exceeded its current assets.  These
conditions indicate the existence of material uncertainties that
cast substantial doubt about the Company's ability to continue as
a going concern.

"Genoil has not earned profits to date and it may not earn profits
in the future.  Profitability, if achieved, may not be sustained.
The commercialization of its technologies requires financial
resources and capital infusions and future revenues may not be
sufficient to generate the funds required to continue its business
development and marketing activities.  If the Corporation does not
obtain sufficient capital to fund its operations, it may be
required to forego certain business opportunities or discontinue
operations entirely."

The Company reported a net loss of C$5.4 million on in 2012,
compared with a net loss of C$1.8 million in 2011.

The Company's balance sheet at Dec. 31, 2012, showed C$2.7 million
in total assets, C$4.6 million in total liabilities, and a
stockholders' deficit of C$1.9 million.

A copy of the Form 20-F is available at http://is.gd/lvrA1n

A copy of the Consolidated Financial Statements for the year ended
Dec. 31, 2012, is available at http://is.gd/VP5UPP

A copy of the Management's Discussion and Analysis is available
at http://is.gd/UPr1di

                         About Genoil Inc.

Genoil Inc. is a technology development company based in Alberta,
Canada. The Company has developed innovative hydrocarbon and oil
and water separation technologies.  The Company specializes in
heavy oil upgrading, oily water separation, process system
optimization, development, engineering, design and equipment
supply, installation, start up and commissioning of services to
specific oil production, refining, marine and related markets.


GEOMET INC: To Sell Alabama Coalbed Methane Properties for $63MM
----------------------------------------------------------------
GeoMet, Inc., has entered into an agreement to sell its coalbed
methane properties in Alabama to a private independent oil and gas
company with interests in Alabama, for $63.2 million, subject to
customary purchase price adjustments.  The effective date of this
transaction is April 1, 2013, and it is expected to close on or
before June 14, 2013, subject to the exercise of preferential
rights and customary closing conditions. GeoMet plans to use the
cash proceeds from this asset divestiture, net of purchase price
adjustments and other transaction related expenditures, to repay
borrowings under its Credit Agreement.

GeoMet has entered into an amendment to its Credit Agreement,
which became effective as of May 1, 2013, and provides the
necessary consents to sell the Alabama Properties.  The amendment
requires repayment of a minimum of $52 million which will result
in the elimination of the "non-conforming" tranche B portion of
total outstanding borrowings.  Following the expected use of net
proceeds for repayment of indebtedness, GeoMet's borrowing base
will be the lesser of $83 million or actual outstanding borrowings
at such time.

GeoMet's average net interest in the Alabama Properties produced
approximately 9,700 Mcf of natural gas per day during the month of
March 2013, or approximately 29% of GeoMet's total production for
this time period on the basis of accounting principles generally
accepted in the United States.  As of March 31, 2013, and based on
Securities and Exchange Commission guidelines, GeoMet's net proved
reserves attributable to the Alabama Properties were estimated to
be approximately 43 Bcf, all classified as proved developed
reserves.

Lantana Oil & Gas Partners was divestment advisor to GeoMet for
the sales process.

A copy of the Asset Purchase Agreement is available at:

                        http://is.gd/wTT7Fj

                         About Geomet Inc.

Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams (coalbed methane)
and non-conventional shallow gas.  Its principal operations and
producing properties are located in the Cahaba and Black Warrior
Basins in Alabama and the central Appalachian Basin in Virginia
and West Virginia.  It also owns additional coalbed methane and
oil and gas development rights, principally in Alabama, Virginia,
West Virginia, and British Columbia.  As of March 31, 2012, it
owns a total of 192,000 net acres of coalbed methane and oil and
gas development rights.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $149.95 million on $39.38 million of total revenues, as
compared with net income of $2.81 million on $35.61 million of
total revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $96.32
million in total assets, $167.78 million in total liabilities,
$35.85 million in series A convertible redeemable preferred stock,
and a $107.31 million stockholders' deficit.

                           Going Concern

"Our audited financial statements for the fiscal year ended
December 31, 2012 were prepared on a going concern basis in
accordance with United States generally accepted accounting
principles.  The going concern basis of presentation assumes that
we will continue in operation for the next twelve months and will
be able to realize our assets and discharge our liabilities and
commitments in the normal course of business and do not include
any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classification of liabilities that may result from our inability
to continue as a going concern.  Our credit facility matures on
April 1, 2014.  As a result, all borrowings under our credit
facility will be classified as current on April 2, 2013.  Our
operating and capital plans for the next twelve months call for
dedication of substantially all of our excess cash flow to the
repayment of indebtedness and the possible sale of assets to
reduce indebtedness, with the goal of eliminating our borrowing
base deficiency, and refinancing our credit facility.  Therefore,
we concluded that due to the uncertainties surrounding our ability
to sell assets at acceptable prices, to reduce our indebtedness to
an amount less than the borrowing base and to refinance our credit
facility before its maturity date, substantial doubt exists as to
our ability to continue as a going concern.  If we were unable to
continue as a going concern, the values we receive for our assets
on liquidation or dissolution could be significantly lower than
the values reflected in our financial statements."


GGW BRANDS: Chapter 11 Trustee May Review Emails
------------------------------------------------
Bankruptcy Judge Hon. Sandra R. Klein granted the Emergency Motion
of Chapter 11 Trustee to Allow the Trustee to Review Emails Stored
on the Debtors' Computers, filed by R. Todd Neilson, the chapter
11 trustee of GGW Brands LLC, GGW Direct LLC, GGW Events LLC, and
GGW Magazine LLC.

Perfect Science Labs LLC, Argyle Online LLC, and Joseph Francis
had objected to the Chapter 11 trustee's request.

Pursuant to the May 9 Court order, the Chapter 11 trustee is
authorized to review certain email files that were sent to or from
The email accounts ending in "@girlsgonewild.com" and
"@ggwbrands.com" of "four high level managers and key executive of
the Debtors," that are currently stored on computer equipment,
including desktop computers and servers, in the Debtors' office
space and in cloud storage associated with desktop computers and
servers in the Debtors' office space.

Brendt C. Butler, Esq. -- b.butler@oms-llc.com and
brendt.butler@gmail.com -- represents Mr. Francis.

R. Todd Neilson may be reached at tneilson@brg-expert.com

Robert M. Yaspan -- court@yaspanlaw.com and
tmenachian@yaspanlaw.com -- represents the Debtors.

                         About GGW Brands

Santa Monica, California-based GGW Brands, LLC, the company behind
the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 13-15130) on Feb. 27, 2013.  Judge Sandra R.
Klein oversees the case.  The company is represented by the Law
Offices of Robert M. Yaspan.  The company disclosed $0 to $50,000
in estimated assets and $10 million to $50 million in estimated
liabilities in its petition.

Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC
also sought Chapter 11 protection.

In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as
Chapter 11 Trustee to take over the companies.  Mr. Neilson has
investigated failed solar-power company Solyndra and was involved
in the Mike Tyson and Death Row Records bankruptcy cases.

Mr. Neilson is represented by:

          David M. Stern, Esq.
          Robert J. Pfister, Esq.
          Matthew C. Heyn, Esq.
          KLEE, TUCHIN, BOGDANOFF & STERN LLP
          1999 Avenue of the Stars, Thirty-Ninth Floor
          Los Angeles, CA 90067
          Telephone: 310-407-4000
          Facsimile: 310-407-9090
          E-mail: dstern@ktbslaw.com
                  rpfister@ktbslaw.com
                  mheyn@ktbslaw.com


GGW BRANDS: 'Girls Gone Wild' Founder Accused of Offshore IP Fraud
------------------------------------------------------------------
Kurt Orzeck of BankruptcyLaw360 reported that "Girls Gone Wild"
founder Joe Francis fraudulently transferred the bankrupt
company's trademarks to an offshore company he owns, GGW's Chapter
11 trustee told a California judge Wednesday in an emergency
motion requesting access to the notorious company's computer
files.

According to the report, Trustee Todd Neilson says he needs to
review emails stored on computers and servers in the "Girls Gone
Wild" offices immediately because the offshore company claims
GGW's license to use the "Girls Gone Wild" and "Guys Gone Wild"
trademarks expires May 31.

                         About GGW Brands

Santa Monica, California-based GGW Brands, LLC, the company behind
the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 13-15130) on Feb. 27, 2013.  Judge Sandra R.
Klein oversees the case.  The company is represented by the Law
Offices of Robert M. Yaspan.  The company disclosed $0 to $50,000
in estimated assets and $10 million to $50 million in estimated
liabilities in its petition.

Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC
also sought Chapter 11 protection.

In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as
Chapter 11 Trustee to take over the companies.  Mr. Neilson has
investigated failed solar-power company Solyndra and was involved
in the Mike Tyson and Death Row Records bankruptcy cases.


GLOBAL SHIP: Lenders Agree to Waive Leverage Ratio Test Until 2014
------------------------------------------------------------------
Global Ship Lease, Inc. on May 9 disclosed that the container
shipping industry has been experiencing a significant cyclical
downturn.  As a consequence, there has been a continued decline in
charter free market values of containerships since mid 2012.
While the Company's stable business model largely insulates it
from volatility in the freight and charter markets, a covenant in
the credit facility with respect to the Leverage Ratio, which is
the ratio of outstanding drawings under the credit facility and
the aggregate charter free market value of the secured vessels,
causes the Company to be sensitive to significant declines in
vessel values.  Under the terms of the credit facility, the
Leverage Ratio cannot exceed 75%.  The Leverage Ratio has little
impact on the Company's operating performance as cash flows are
largely predictable under its business model.

In anticipation of the scheduled test of the Leverage Ratio as at
November 30, 2012 when the Company expected that the Leverage
Ratio would be between 75% and 90%, the Company agreed with its
lenders to waive the requirement to perform the Leverage Ratio
test until December 1, 2014.  Under the terms of the waiver, the
fixed interest margin to be paid over LIBOR increased to 3.75%,
prepayments became based on cash flow rather than a fixed amount
of $10 million per quarter, and dividends on common shares cannot
be paid.

In the three months ended March 31, 2013 a total of $14.8 million
of debt was repaid leaving a balance outstanding of $410.9
million.

                            Net Income

Net income for the three months ended March 31, 2013 was $7.2
million including $5.5 million non-cash interest rate derivative
mark-to-market gain.  For the three months ended March 31, 2012
net income was $8.0 million, including $2.7 million non-cash
interest rate derivative mark-to-market gain.  Normalized net
income was $1.8 million for the three months ended March 31, 2013
and $5.3 million for the three months ended March 31, 2012.

A copy of Global Ship's earnings release is available for free at
http://is.gd/Vgv0Gi

                    About Global Ship Lease

London, England-based Global Ship Lease (NYSE: GSL, GSL.U and
GSL.WS) -- http://www.globalshiplease.com/-- is a containership
charter owner.  Incorporated in the Marshall Islands, Global Ship
Lease commenced operations in December 2007 with a business of
owning and chartering out containerships under long-term, fixed
rate charters to world class container liner companies.

Global Ship Lease owns 17 vessels with a total capacity of 66,297
TEU with a weighted average age at June 30, 2010, of 6.3 years.
All of the current vessels are fixed on long-term charters to CMA
CGM with an average remaining term of 8.6 years.  The Company has
contracts in place to purchase two 4,250 TEU newbuildings from
German interests for approximately US$77 million each that are
scheduled to be delivered in the fourth quarter of 2010.  The
Company also has agreements to charter out these newbuildings to
Zim Integrated Shipping Services Limited for seven or eight years
at charterer's option.

As reported in the Dec. 1, 2012, edition of the TCR, Global Ship
Lease disclosed that it had entered into an agreement with its
lenders to waive until Nov. 30, 2012, the requirement under its
credit facility to conduct loan-to-value tests.  The credit
facility requires that loan-to-value, which is the ratio of
outstanding borrowings under the credit facility to the aggregate
charter-free market value of the secured vessels, cannot exceed
75%.


GMX RESOURCES: Securities Delisted From NYSE
--------------------------------------------
The New York Stock Exchange LLC filed a Form 25 with the U.S.
Securities and Exchange Commission to remove from registration the
common stock and 9.25% Series B Cumulative Preferred Stock of GMX
Resources Inc.

                        About GMX Resources

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

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

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

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

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


GREAT PLAINS: Fitch Cuts Rating on $37.1MM Revenue Bonds to 'BB+'
-----------------------------------------------------------------
Fitch Ratings has downgraded the rating on the following Oklahoma
Development Finance Authority bonds issued on behalf of Great
Plains Regional Medical Center (GPRMC):

-- $37.1 million hospital revenue bonds, series 2007 to 'BB+'
   from 'BBB-'.

The Rating Outlook remains Negative.

SECURITY

The bonds are secured by a pledge of the revenues of the obligated
group and a debt service reserve fund.

KEY RATING DRIVERS

OPERATING PROFITABILITY BELOW EXPECTATIONS: The downgrade to 'BB+'
from 'BBB-' reflects GPRMC's weaker operating cash flow, which
have been below-budget the last several years, coupled with no
expectation of a return to its historically strong operating cash
flow margins. GPRMC's operating margin has consistently eroded
since opening its new facility in July 2009, to a -9.8% operating
loss and 10.1% EBITDA margin through the six month interim period
ended Dec. 31, 2012.

WEAK COVERAGE METRICS: The downgrade also reflects GPRMC's very
light debt service coverage, which was a thin 1.16x per its
indenture calculation for fiscal 2012, and very close to its 1.1x
rate covenant requirement. Light coverage also reflects GPRMC's
significant debt burden, reflected by maximum annual debt service
(MADS) equal to a high 8.1% of fiscal 2012 revenues.

BALANCE SHEET REMAINS STEADY: Further negative pressure is
precluded due to GPRMC's balance sheet strength at the 'BB+'
rating level. At Dec. 31, 2012, unrestricted cash equaled $19.9
million, or 184.3 days of cash on hand (DCOH), 6.1x cushion ratio,
and 54.7% cash to debt. Fitch expects liquidity to remain stable.

SENIOR LEADERSHIP TEAM IN PLACE: Following several years with
interim staff and vacant positions, GPRMC placed a full time CFO
and COO during July 2012. Fitch views this positively, and expects
them to bring needed stability and strategic vision to the
organization.

CLINICAL VOLUMES STILL LAG: Despite operating in a new facility,
clinical volumes have lagged expectations, largely due to
physician recruitment and retention challenges. Inpatient
admissions have fallen nearly 30% to 1,931 in fiscal 2012 from
2,742 in fiscal 2010, and are flat through the six month interim.
In contrast, certain outpatient volumes, including ED visits, have
been stable to improving.

RATING SENSITIVITIES

NEGATIVE OUTLOOK MAINTAINED: The maintenance of the Negative
Outlook reflects Fitch's concern about GPRMC's ability to
stabilize operations given its ongoing challenges in physician
recruitment and retention.

LIMITED COVERAGE CUSHION: GPRMC is operating close to its debt
service coverage covenant level and coverage below 1x would be an
event of default. A decline in debt service coverage would result
in further downward rating pressure.

CREDIT PROFILE

The rating downgrade to 'BB+' from 'BBB-' reflects continued
erosion in GPRMC's operating profitability, coupled with no near
term expectation of a return to breakeven or better operating
margins.

GPRMC's debt burden remains elevated, with total debt of $37.1
million in fiscal 2012, which is 100% fixed rate. Per the
indenture, MADS was equal to $3.25 million including capital
leases in fiscal 2012. While GPRMC did meet its 1.1x rate
covenant, it has little to no room for further erosion in
profitability as debt service coverage below 1x would trigger an
event of default. Through the six-month interim, coverage was 1.3x
by EBITDA as Fitch calculates.

Fitch notes that GPRMC has now filled key leadership positions
which were either vacant or filled on an interim basis, and this
management team should provide for more stability going forward.
Key initiatives include cost management strategies such as flex
staffing and savings on the pharmacy 403(b) program, and revenue
growth activities around physician recruitment and marketing.

GPRMC maintains 49.2% market share within its primary service area
(four-county region around Elk City), however, economic
conditions, physician departures, and increasing outmigration to
Oklahoma City have led to reduced inpatient and surgical volumes
since 2010. Physician recruitment and retention will be key to
GPRMC's success and given its small revenue base, the top 10
physicians account for 75% of its admissions.

The outlook remains Negative, reflecting Fitch's belief that GPRMC
will continue to face difficulties in physician recruitment and a
challenging operating environment in rural Oklahoma, which could
pressure its operations further. GPRMC is budgeting for a -1.9%
operating margin, and 15.7% EBITDA margin with 2.1x MADS coverage
by same. This seems unlikely against six month interim performance
without significant improvement in patient volume and cash flow. A
decline in performance would result in further negative rating
action.

GPRMC is a 62-licensed bed community hospital located in Elk City,
Oklahoma, approximately 120 miles west of Oklahoma City. Total
revenues were $40.2 million in fiscal 2012. GPRMC covenants to
disclose annual and quarterly disclosure, which it posts regularly
to the Municipal Securities Rulemaking Board's EMMA System.
Disclosure has been timely and thorough, with good access to
management.


HAWAIIAN HOLDINGS: S&P Assigns 'B' CCR; Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Hawaiian Holdings Inc.  The outlook is
stable.

"The corporate credit rating on Hawaiian Holdings Inc., parent of
Hawaiian Airlines Inc., reflects its relatively small position
among U.S. airlines, its participation in the high-risk U.S.
airline industry, and a substantial debt burden," said Standard &
Poor's credit analyst Betsy Snyder.  Competitive operating costs
and adequate liquidity are positive credit factors, in Standard &
Poor's assessment.  Under our criteria, we characterize Hawaiian's
business profile as "weak," its financial profile as "highly
leveraged," and its liquidity as "adequate."

Hawaiian Airlines is the 11th largest U.S. airline in terms of
passenger traffic.  It serves routes between the Hawaiian Islands,
and from Hawaii to certain cities on the mainland U.S. and
internationally (the South Pacific, Australia, and Asia).  Due
primarily to the addition of seven Airbus A330s for international
service since 2012, the company's debt leverage increased, with
debt to capital rising to 84% from 74% in 2011.  With commitments
to acquire another 10 A330s by 2015, S&P expects a significant
portion to be funded through incremental debt, resulting in
continued high debt leverage over the foreseeable future.

"The outlook is stable.  We expect Hawaiian's credit metrics to
decline somewhat for 2013 based on the first-quarter loss and
continued weaker-than-expected pricing.  We could lower the
ratings if earnings and cash flow are weaker than anticipated due
to higher-than-expected fuel prices and continued weaker-than-
expected pricing, resulting in FFO to debt falling to 10% or lower
on a sustained basis.  We believe it is unlikely we will raise the
ratings over the near term based on the risks associated with
expansion into new international markets.  Still, over the longer
term, we could raise the ratings if earnings and cash flow improve
due to lower-than-expected fuel prices and higher-than-expected
demand and pricing, resulting in FFO to debt of at least 20% on a
sustained basis," S&P said.


HEALTHWAREHOUSE.COM INC: J. Backus Owned 9.3% Stake at April 29
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, John C. Backus and his affiliates disclosed
that, as of April 29, 2013, they beneficially owned 2,336,596
shares of common stock of HealthWarehouse.com, Inc., representing
9.31% of the shares outstanding.  Mr. Backus previously reported
beneficial ownership of 15.1% equity stake as of Feb. 13, 2013.
A copy of the amended filing is available at http://is.gd/bGsBzx

                    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.


IDERA PHARMACEUTICALS: Says Stockholders' Equity Above $2.5MM
-------------------------------------------------------------
Idera Pharmaceuticals, Inc., said that, having completed an
underwritten public offering of its common stock and warrants in
which it raised $16.5 million in gross proceeds before deducting
underwriting discounts and commissions and other estimated
offering expenses, the Company believes that it now has
stockholders' equity in excess of the minimum $2.5 million
stockholders' equity threshold required for continued listing on
The NASDAQ Capital Market.

As previously disclosed, on Feb. 5, 2013, the Company received a
determination from the NASDAQ Listing Qualifications Hearings
Panel indicating that the Panel had granted the Company's request
to transfer its listing from The NASDAQ Global Market to The
NASDAQ Capital Market and to continue the listing of its common
stock provided that the Company satisfy the minimum $2.5 million
stockholders' equity requirement on or before March 31, 2013, and
have otherwise met the continued listing requirements of The
NASDAQ Capital Market.  On March 5, 2013, the Panel extended the
date by which the Company was required to satisfy that requirement
to May 22, 2013.  The Company is also required to provide the
Panel with additional information regarding its projected burn-
rate and stockholders' equity through May 31, 2014.

The Company believes that it now satisfies all requirements for
continued listing on The NASDAQ Capital Market as required by the
Panel.  However, the Company must await the Panel's formal
determination regarding the continued listing of its common stock
on The NASDAQ Capital Market.  The Company expects to receive the
Panel's final determination within the next several days.

                    About Idera Pharmaceuticals

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

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

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

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


IMAGEWARE SYSTEMS: P. McBaine Held 5.3% Equity Stake at March 25
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Patterson McBaine and his affiliates disclosed that,
as of March 25, 2013, they beneficially owned 4,092,416 shares of
common stock of Imageware Systems representing 5.3% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/llYL0c

                      About ImageWare Systems

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

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


INSPIREMD INC: Incurs $4.8 Million Net Loss in March 31 Quarter
---------------------------------------------------------------
InspireMD, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of US$4.88 million on US$1.51 million of revenues for the three
months ended March 31, 2013, as compared with a net loss of
US$3.14 million on US$1.13 million of revenues for the same period
during the prior year.

For the nine months ended March 31, 2013, the Company incurred a
net loss of US$14.31 million on US$3.37 million of revenues, as
compared with a net loss of US$13.65 million on US$4.41 million of
revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed US$9.79
million in total assets, US$13.20 million in total liabilities and
a US$3.40 million total capital deficiency.

Alan Milinazzo, president and CEO of InspireMD, said, "Since
joining the Company on January 3rd, we have made significant
progress in key strategic areas of the business.  In addition to a
solid increase in quarterly revenues, we obtained the CE Mark for
our carotid stent and we strengthened our board and executive
management team.  Momentum continued in April as we re-capitalized
the Company, uplisted to the NYSE MKT and received regulatory
approval to begin enrolling patients in our MASTER II clinical
trial.  These achievements represent a very good start to 2013 and
we expect to continue to deliver strong results on multiple fronts
throughout the year."

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

                        http://is.gd/BCbwoK

On May 3, 2013, Craig Shore was appointed chief administrative
officer of InspireMD, Inc.  In this role, Mr. Shore will be
responsible for the daily operations of the Company, including
overseeing the financial, regulatory and legal aspects of the
Company's operations and assisting the Company with non-executive
compensation decisions.  Mr. Shore will continue to serve as the
chief financial officer, secretary and treasurer of the Company.
In connection with his appointment as chief administrative officer
of the Company, Mr. Shore was granted an option to purchase 25,000
shares of the Company's common stock, at an exercise price of
$2.95, with a term of 10 years.  The option vests in three equal
annual installments, with 1/3 becoming exercisable on each of
May 3, 2014, May 3, 2015 and May 3, 2016, subject to Mr. Shore's
"continued service" with the Company, as such term is defined in
the Company's Amended and Restated 2011 Umbrella Option Plan.

                          About InspireMD

InspireMD, Inc., was organized in the State of Delaware on
Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the
acquisition, exploration and development of natural resource
properties.  On March 28, 2011, the Company changed its name from
"Saguaro Resources, Inc." to "InspireMD, Inc."

Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical
device company focusing on the development and commercialization
of its proprietary stent platform technology, Mguard.  MGuard
provides embolic protection in stenting procedures by placing a
micron mesh sleeve over a stent.  The Company's initial products
are marketed for use mainly in patients with acute coronary
syndromes, notably acute myocardial infarction (heart attack) and
saphenous vein graft coronary interventions (bypass surgery).

InspireMD reported a net loss of US$17.59 million on US$5.35
million of revenue for the year ended June 30, 2012, compared with
a net loss of US$6.17 million on US$4.67 million of revenue during
the prior year.

Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2012.  The independent auditors noted
that the Company has had recurring losses, negative cash flows
from operating activities and has significant future commitments
that raise substantial doubt about its ability to continue as a
going concern.

The Company said the following statement in its quarterly report
for the period ended Dec. 31, 2012:  "The Company has had
recurring losses and negative cash flows from operating activities
and has significant future commitments.  For the six months ended
December 31, 2012, the Company had losses of approximately $9.4
million and negative cash flows from operating activities of
approximately $5.8 million.  The Company's management believes
that its financial resources as of December 31, 2012 should enable
it to continue funding the negative cash flows from operating
activities through the three months ended September 30, 2013.
Furthermore, commencing October 2013, the Company's senior secured
convertible debentures (the "2012 Convertible Debentures") are
subject to a non-contingent redemption option that could require
the Company to make a payment of $13.3 million, including accrued
interest.  Since the Company expects to continue incurring
negative cash flows from operations and in light of the cash
requirement in connection with the 2012 Convertible Debentures,
there is substantial doubt about the Company's ability to continue
operating as a going concern.  These financial statements include
no adjustments of the values of assets and liabilities and the
classification thereof, if any, that will apply if the Company is
unable to continue operating as a going concern."


INSPIREMD INC: Ayer Capital Had 2.8% Equity Stake at April 25
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Ayer Capital Management, LP, and its
affiliates disclosed that, as of April 25, 2013, they beneficially
owned 855,924 shares of common stock of InspireMD, Inc.,
representing 2.8% of the shares outstanding.  Ayer Capital
previously reported beneficial ownership of 1,587,442 common
shares or a 8.53% equity stake at the end of 2012.  A copy of the
amended filing is available at http://is.gd/GtHfFl

                          About InspireMD

InspireMD, Inc., was organized in the State of Delaware on
Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the
acquisition, exploration and development of natural resource
properties.  On March 28, 2011, the Company changed its name from
"Saguaro Resources, Inc." to "InspireMD, Inc."

Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical
device company focusing on the development and commercialization
of its proprietary stent platform technology, Mguard.  MGuard
provides embolic protection in stenting procedures by placing a
micron mesh sleeve over a stent.  The Company's initial products
are marketed for use mainly in patients with acute coronary
syndromes, notably acute myocardial infarction (heart attack) and
saphenous vein graft coronary interventions (bypass surgery).

The Company's balance sheet at Dec. 31, 2012, showed US$11.59
million in total assets, US$11.39 million in total liabilities and
a US$204,000 in total equity.

InspireMD reported a net loss of US$17.59 million on US$5.35
million of revenue for the year ended June 30, 2012, compared with
a net loss of US$6.17 million on US$4.67 million of revenue during
the prior year.

Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2012.  The independent auditors noted
that the Company has had recurring losses, negative cash flows
from operating activities and has significant future commitments
that raise substantial doubt about its ability to continue as a
going concern.

The Company said the following statement in its quarterly report
for the period ended Dec. 31, 2012:

"The Company has had recurring losses and negative cash flows from
operating activities and has significant future commitments.  For
the six months ended December 31, 2012, the Company had losses of
approximately $9.4 million and negative cash flows from operating
activities of approximately $5.8 million.  The Company's
management believes that its financial resources as of December
31, 2012 should enable it to continue funding the negative cash
flows from operating activities through the three months ended
September 30, 2013.  Furthermore, commencing October 2013, the
Company's senior secured convertible debentures (the "2012
Convertible Debentures") are subject to a non-contingent
redemption option that could require the Company to make a payment
of $13.3 million, including accrued interest.  Since the Company
expects to continue incurring negative cash flows from operations
and in light of the cash requirement in connection with the 2012
Convertible Debentures, there is substantial doubt about the
Company's ability to continue operating as a going concern.  These
financial statements include no adjustments of the values of
assets and liabilities and the classification thereof, if any,
that will apply if the Company is unable to continue operating as
a going concern."


ISTAR FINANCIAL: Files Form 10-Q, Incurs $32.2MM Net Loss in Q1
---------------------------------------------------------------
iStar Financial Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $32.25 million on $94.53 million of total revenues for the
three months ended March 31, 2013, as compared with a net loss of
$46.04 million on $101.08 million of total revenues for the same
period during the prior year.

The Company's balance sheet at March 31, 2013, showed
$6.07 billion in total assets, $4.61 billion in total liabilities,
$13.16 million in redeemable noncontrolling interest, and $1.45
million in total equity.

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

                         http://is.gd/mQP5SD

                        About iStar Financial

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

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

                           *     *     *

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

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

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


J.C. PENNEY: To Release First Quarter Results on May 16
-------------------------------------------------------
J. C. Penney Company, Inc., released preliminary unaudited
selected financial information for its fiscal first quarter ended
May 4, 2013.  The Company is providing this information in
connection with its previously announced proposed senior secured
term loan financing transaction.

For the first quarter of fiscal year 2013, the Company anticipates
total sales of approximately $2.635 billion, a decrease of
approximately 16.4 percent from $3.152 billion in the same period
last year, and a comparable store sales decrease of approximately
16.6 percent for the quarter compared to the same period last
year.  The sales decline in the first quarter is partially
attributable to construction activities in connection with the
transformation of the home departments in 505 stores.  The Company
noted that results for the quarter also reflect its prior pricing
and marketing strategies, which are being changed under new
leadership.

The Company estimates cash and cash equivalents to be
approximately $821 million as of May 4, 2013.  Total debt is
expected to be approximately $3.818 billion as of May 4, 2013,
including amounts outstanding on the revolving credit facility of
$850 million, long-term debt of $2.868 billion, and capital leases
and notes payable of $100 million.

On May 16, 2013, at 4:30 p.m. ET, the Company will release final
fiscal first quarter results followed by a live conference call
with management at 5:00 p.m. ET.  The call will be conducted by
Chief Executive Officer Myron E. (Mike) Ullman, III, and Chief
Financial Officer Ken Hannah.  Management will provide a business
update, discuss the Company's performance during the quarter and
take questions from participants.  To access the conference call,
please dial (866) 515-2907, or (617) 399-5121 for international
callers, and reference 45725723 participant code or visit the
Company's investor relations Web site at http://ir.jcpenney.com.

Replays of the conference call will be available beginning
approximately two hours after the conclusion of the call and up to
90 days after the event, by dialing (888) 286-8010, or (617) 801-
6888 for international callers, and referencing 11130394
participant code.

For further information, contact:

Investor Relations: (972) 431.5500
jcpinvestorrelations@jcpenney.com

Public Relations: (972) 431.3400
jcpcorpcomm@jcpenney.com

Corporate Web site
ir.jcpenney.com

                         About J.C. Penney

Plano, Texas-based J.C. Penney Company, Inc. is one of the U.S.'s
largest department store operators with about 1,100 locations in
the United States and Puerto Rico.

J.C. Penney disclosed a net loss of $985 million in 2012, as
compared with a net loss of $152 million in 2011.  The Company's
balance sheet at Feb. 2, 2013, showed $9.78 billion in total
assets, $6.61 billion in total liabilities and $3.17 billion in
total stockholders' equity.

                           *     *     *

As reported by the TCR on May 2, 2013, Moody's Investors Service
downgraded the long term ratings of J.C. Penney Company, Inc.,
including its Corporate Family Rating to Caa1 from B3.  The
downgrade follows JCP's announcement that it had entered into
a commitment letter with Goldman Sachs under which Goldman Sachs
has committed to provide a $1.75 billion senior secured term loan.

Early in March 2013, Standard & Poor's Ratings Services lowered
its corporate credit rating on Penney to 'CCC+' from 'B-'.  The
outlook is negative.  At the same time, S&P lowered the issue-
level rating on the company's unsecured debt to 'CCC+' from 'B-'
and maintained its '3' recovery rating on this debt, indicating
S&P's expectation of meaningful (50% to 70%) recovery for
debtholders in the event of a payment default.

"The downgrade reflects the performance erosion that has
accelerated throughout the previous year and seems likely to
persist over the next 12 months," explained Standard & Poor's
credit analyst David Kuntz.

At the same time, Fitch Ratings downgraded the Company's Issuer
Default Ratings to 'B-' from 'B'.  The Rating Outlook is Negative.
The rating downgrades reflect Fitch's concerns that there is a
lack of visibility in terms of the Company's ability to stabilize
its business in 2013 and beyond after a precipitous decline in
revenues leading to negative EBITDA of $270 million in 2012.
Penney, Fitch said, will need to tap into additional funding to
cover a projected FCF shortfall of $1.3 billion to $1.5 billion in
2013, which could begin to strain its existing sources of
liquidity.

In February 2013, Penney received a notice of default from a law
firm representing more than 50% of its 7.4% Debentures due 2037.
The Company has filed a lawsuit in Delaware Chancery Court seeking
to block efforts by the bondholder group to declare a default on
the 2037 bonds.  Penney also asked lawyers at Brown Rudnick LLP to
identify the investors they represent.

In March 2013, Penney received a letter from bondholders
withdrawing and rescinding the Notice of Default.

On April 12, 2013, Penney borrowed $850 million out of its $1.85
billion committed revolving credit facility with JPMorgan Chase
Bank, N.A., as Administrative Agent, and Wells Fargo Bank,
National Association, as LC Agent. Penney said the move was to
enhance the Company's financial flexibility and position.


JAG MINES: AMF Issues Cease Trade Order on Delayed Filing
---------------------------------------------------------
J.A.G. Mines Ltd. on May 8 disclosed that on May 2, 2013 the
Autorite des marches financiers (AMF) issued a Cease Trade Order
notice, stating that JAG failed to file its annual financial
statements, its annual Management's Discussion and Analysis and
its annual attestations for the year ended December 31st, 2012.

On April 30th, 2013, JAG made a request to the AMF to implement a
Management Cease Trade Order.  This was rejected due to the
failure of JAG to file its 51-101 Oil & Gas Annual Disclosure form
relating to its subsidiary, Olitra Inc.

The default existing in Alberta has since been remedied as the two
51-101 reports in question were deposited on Sedar this week
pursuant the article 2.1 of the Law 51-101.

JAG's audited financial statements are currently being completed.
Management expects that these documents will be deposit within the
next two to three weeks.

JAG' management team apologizes for any inconveniences caused.

J.A.G. Mines Ltd engages in the exploration, prospection, and
evaluation of mineral, oil, and gas properties in Canada.  The
Company was incorporated in 1976 and is based in Montreal, Canada.


JEFFERSON COUNTY, AL: Bankr. Judge May Set Workout Plan
-------------------------------------------------------
Michael Connor, writing for Reuters, reported that Alabama's
Jefferson County will brief a federal judge on Thursday on its
progress toward exiting from bankruptcy, as the county appears
likely to become the first big U.S. local government to impose
losses on bondholders since the 1930s.

According to the Reuters report, the case is seen as a testing
ground for how bondholders fare when a local issuer breaks under
excessive financial pressure. Jefferson County's $4.2 billion
bankruptcy filing is the largest such municipal case in history,
the result of debts taken on in a costly overhaul of the county's
sewer system.

U.S. Bankruptcy Judge Thomas Bennett is likely to set a schedule
on Thursday for the county to file a workout plan with creditors,
Reuters said.  In addition to a schedule, Judge Bennett could
issue outlines for votes on any county bankruptcy exit plan by
JPMorgan Chase (JPM.N) and other creditors, who may face differing
settlement proposals, a lawyer for one of the leading creditors
said, the report noted.

County officials bargaining with some bondholders and bond
insurers have reported progress, according to Reuters. Jefferson
County Commission President David Carrington told Reuters in April
that he expects the county to save up to $1 billion on its debt.
He expects a final plan to be filed in June.  He said the county
made enough progress at a meeting last month in Atlanta to delay a
mediation session required by the Eleventh Circuit Court of
Appeals before it will hear appeals in one of the case's many
secondary disputes.

Bennett has not set a deadline for the county to produce an
adjustment plan, Reuters noted. In September he turned aside a
request by creditors for a deadline. However, he could strip the
county of bankruptcy protection if it does not produce an
acceptable plan on time.

Reuters recalled that Jefferson County has struck deals with
creditors Ambac Assurance Corp and Depfa Bank Plc on some claims,
but has complained that big creditors such as JPMorgan and Bank of
New York Mellon (BK.N) show little willingness to compromise.

Creditors can vote on accepting or rejecting a plan but can be
forced to accept the overall plan if the judge finds the terms
proposed to be fair and equitable, Reuters said.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


K-V PHARMACEUTICAL: Gets More Time to Hammer Out Ch. 11 Plan
-------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that K-V
Pharmaceutical Co. on Wednesday received extra time to put
together a new Chapter 11 plan to replace the reorganization plan
currently on the table, following a 2-1/2-hour conference with a
New York bankruptcy judge.

According to the report, U.S. Bankruptcy Judge Allan L. Gropper
emerged from the conference to say that the hearing -- to approve
the new debtor-in-possession financing package K-V had secured and
the disclosure statement attached to the currently proposed plan -
- would be postponed to the end of May.

                     About K-V Pharmaceutical

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

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

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

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

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


LAGUNA BRISAS: Simon Resnik Approved as General Bankruptcy Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Laguna Brisas, LLC, to employ M. Jonathan Hayes, Simon
Resnik Hayes LLP as general bankruptcy counsel.

Mr. Hayes, the Debtor's counsel, pursuant to a May 15, 2012,
order, merged his practice with Simon & Resnik, LLP to form the
firm of Simon Resnik Hayes LLP.

Simon Resnik is expected to perform these services, among other
things:

   * Advice and assist regarding compliance with the requirements
     of the U.S. Trustee;

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

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

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

The hourly rates of the firm's professionals are:

       M. Jonathan Hayes       Partner       $425
       Kevin T. Simon          Partner       $385
       Matthew D. Resnik       Partner       $385
       Russell J. Stong III    Associate     $325
       Donna R. Dishbak        Associate     $325
       Roksana D. Moradi       Associate     $285
       Carolyn M. Afari        Associate     $165
       Elizabeth Roberson      Associate     $165
       Erin Keller             Paralegal     $135

Simon Resnik Hayes LLP constitutes a "disinterested person" as
contemplated by Section 327 and defined in Section 101(14) of the
Bankruptcy Code.

                       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.

M. Jonathan Hayes, Esq., at the Law Office of M. Jonathan Hayes
represents the Debtor in its restructuring effort.  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.


LCI HOLDING: S&P Assigns 'B-' CCR & Rates First Lien Debt 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to LCI Holding Co. LLC.  The outlook is
stable.

At the same time, S&P assigned LCI's proposed $30 million revolver
and $200 million term loan its 'B-' issue-level ratings and a '4'
recovery ratings, indicating its expectation for average (30% to
50%) recovery of principal in the event of default.

"The ratings reflect our assessment of LCI's business risk profile
as "vulnerable" and the financial risk profile as "highly
leveraged"," said credit analyst Tahira Wright.  "We do not expect
LCI's business profile to change after its emergence from
bankruptcy.  This due to the key reason the company fell into
bankruptcy -- its debt burden and very high interest expense
obligation was too large to be supported by the business.  As was
the case before its filing, we still believe LCI's profitability
will remain under pressure due to significant reimbursement risk."

"Our stable outlook reflects our view that although the company
has the potential of improving its financial profile, we believe a
higher rating over the next year highly unlikely.  We believe cash
requirements and declining EBITDA in 2013 will keep the company
highly leveraged and limit liquidity.  However, we think the
company can absorb the cash deficit in 2013, and begin to generate
free cash flow in 2014; hence limiting downside risk.
Specifically, we could raise the rating one notch if the company
is able to generate free cash flow of about $15 million in 2014
and generate EBITDA that results in leverage of 6.5x or below.  We
also have to be confident that the reimbursement environment, the
regulatory environment, and the strategic direction of the company
will enable it to sustain these measures and prevent degradation
of its business risk profile.  Should the company fall short of
these expectations, either due to reimbursement or other industry
developments, such that leverage spikes to about 8.5x, we will
lower the rating.  We think that at this leverage level, cash flow
would be insufficient to cover its operating and capital needs,"
S&P noted.


LEAGUE NOW: Amends 2012 Annual Report to Correct Signatures
-----------------------------------------------------------
League Now Holdings Corporation has amended its annual report on
the Form 10-K for the fiscal year ended Dec. 31, 2012, as filed
with the U.S. Securities Exchange Commission on April 2, 2013, to
reflect the correct officer and director signatures.  The
remainder of the Annual Report remains unchanged.  A copy of the
Amended Form 10-K is available for free at http://is.gd/Yzkbgt

                         About League Now

Brecksville, Ohio-based League Now Holdings Corporation, through
its subsidiary, Infiniti Systems Group, Inc., provides technology
integration services to businesses in the midwestern United
States.

League Now disclosed a net loss of $359,365 in 2012, as compared
with a net loss of $112,868 in 2011.  The Company's balance sheet
at Dec. 31, 2012, showed $1.41 million in total assets and $1.77
million in total liabilities.

Harris F. Rattray CPA, in Pembroke Pines, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred accumulated net losses of $566,540
and needs to raise additional funds to meet its obligations and
sustain its operations.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


LEAGUE NOW: Reports NYBD Holdings' Financial Statements
-------------------------------------------------------
League Now Holdings Corporation previously closed its acquisition
of NYBD Holdings, Inc.  On May 3, 2013, the Company filed with the
Securities and Exchange Commission an amended current report to
include NYBD Holdings, Inc.'s audited financial statement for the
10 months ended Dec. 31, 2012.

NYBD Holdings incurred a net loss of $147,823 on $307,274 of sales
for the 10 months ended Dec. 31, 2012.  NYBD Holdings' balance
sheet at Dec. 31, 2012, showed $523,146 in total assets, $670,869
in total liabilities and a $147,723 total stockholders' deficit.
A copy of the Audited Financial Statements is available for free
at http://is.gd/MqPj42

                          About League Now

Brecksville, Ohio-based League Now Holdings Corporation, through
its subsidiary, Infiniti Systems Group, Inc., provides technology
integration services to businesses in the midwestern United
States.

League Now Holdings disclosed a net loss of $359,365 on $3.72
million of revenue for the 12 months ended Dec. 31, 2012, as
compared with a net loss of $112,868 on $3.65 million of revenue
for the 12 months ended Dec. 31, 2011.  The Company's balance
sheet at Dec. 31, 2012, showed $1.41 million in total assets and
$1.77 million in total liabilities.

Harris F. Rattray CPA, in Pembroke Pines, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred accumulated net losses of $566,540
and needs to raise additional funds to meet its obligations and
sustain its operations.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


LEE'S FORD: Baldwin CPAs Approved to Perform Accounting Services
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
authorized Lee's Ford Dock Inc., et al., to employ Baldwin CPAs,
PLLC as accountants.

Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital
LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf
Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.
Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008.  The Debtors
collectively operate as "Lee's Ford Resort & Marina" --
http://www.leesfordmarina.com/-- which consists of a boat dock,
lodging facilities, the Harbor Restaurant & Tavern, a retail
store, and a boat brokerage business and Web site located at
http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky.

Hamilton Brokerage LLC and Hamilton Capital LLC are not actively
involved in the Debtors' operations, but are holding companies set
up as part of the structure of the original purchase transactions
which began in 2003.

The Debtors' revenues were adversely impacted by the lowering of
the water level of Lake Cumberland in January 2007 to allow for
repairs to Wolf Creek Dam.  The Debtors were forced to incur
extraordinary costs to relocate the Dock and related facilities in
accordance with the new water level.

DelCotto Law Group PLLC serves as the Debtors' counsel.  The
Debtor disclosed $21,225,899 in assets and $13,339,745 in
liabilities as of the Chapter 11 filing.  The petition was signed
by James D. Hamilton, president.  Mr. Hamilton has been designated
as the individual responsible for performing the duties of the
Debtors.

The U.S. Trustee has said an official committee has not been
appointed in the bankruptcy case of Lee's Ford Dock Inc. because
an insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint a committee should
interest developed among the creditors.


LEHMAN BROTHERS: Citibank Wants $141MM From Barclays for Losses
---------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that Citibank NA on
Monday hit Barclays Bank PLC with a $141 million breach of
contract suit in New York alleging the bank owes indemnity
payments tied to losses on foreign-exchange settlement services
provided to bankrupt Lehman Brothers Inc. at the height of the
2008 financial crisis.

According to the report, Citibank, a subsidiary of Citigroup Inc.,
claims in federal court that Barclays promised to cover some of
its losses on extending credit to Lehman in September 2008 during
the first week of Lehman's blockbuster bankruptcy.

                      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: To Sell Ritz-Carlton Hawaiian Resort
-----------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that Lehman Brothers
Holdings Inc. said Tuesday it has put the Ritz-Carlton Kapalua
resort in Hawaii up for sale.  According to the report, Lehman
hired Chicago-based global real estate investment firm Jones Lang
LaSalle Inc. to market the 54-acre luxury hotel and resort on the
island of Maui, a Lehman spokeswoman said Tuesday.  The asking
price for the property could not be determined Tuesday, the report
noted.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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


LEVEL 3: Incurs $78 Million Net Loss in First Quarter
-----------------------------------------------------
Level 3 Communications, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $78 million on $1.57 billion of revenue for the
three months ended March 31, 2013, as compared with a net loss of
$138 million on $1.58 billion of revenue for the same period
during the prior year.

Level 3 incurred a net loss of $422 million in 2012, a net loss of
$756 million in 2011, and a $622 net loss in 2010.

The Company's balance sheet at March 31, 2013, showed $12.88
billion in total assets, $11.77 billion in total liabilities and
$1.10 billion in total stockholders' equity.

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

                        http://is.gd/TgaHnJ

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

                           *     *     *

In October 2012, Fitch Ratings affirmed the 'B' Issuer Default
Ratings (IDRs) assigned to Level 3.  LVLT's ratings recognize, in
part, the de-leveraging of the company's balance sheet resulting
from its acquisition of Global Crossing Limited (GLBC).

Level 3 carries a 'B-' corporate credit rating, with positive
outlook, from Standard & Poor's Ratings Services.


LPATH INC: Incurs $1.2 Million Net Loss in First Quarter
--------------------------------------------------------
LPath, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.24 million on $1.11 million of total revenues for the three
months ended March 31, 2013, as compared with net income of
$645,929 on $2.75 million of total revenues for the same period
during the prior year.

The Company's balance sheet at March 31, 2013, showed $23.04
million in total assets, $9.17 million in total liabilities and
$13.87 million in total stockholders' equity.

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

                       http://is.gd/0nCc2I

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

Lpath disclosed a net loss of $2.75 million in 2012, as compared
with a net loss of $3.11 million in 2011.


LYMAN HOLDING: Liquidator Sues to Avoid Transfers to Bush
---------------------------------------------------------
Conway MacKenzie, Inc., in its capacity as liquidating agent for
the bankruptcy estates of Lyman Holding Company, et al., filed
with the Bankruptcy Court a complaint to avoid certain transfers
made by the Debtors 300 LYLC, Inc., formerly known as Lyman Lumber
Company, 300 CMIC, Inc., fka Construction Mortgage Investors Co.
to or for the benefit of Walter L. Bush, Jr. and the Walter L.
Bush Revocable Trust as fraudulent transfers and insider
preferences, and to recover the property transferred for the
benefit of the Debtors' bankruptcy estates.

According to the liquidating agent, Mr. Bush was a member of the
board of directors for each of the Debtors, and also a shareholder
of the Debtors.

                       About Lyman Lumber

Lyman Lumber Company sells building supplies, such as framing
beams, roofing materials, siding and drywall to residential
builders.  The 113-year old company and several affiliates sought
Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on
Aug. 4, 2011.  Judge Dennis O'Brien presides over the cases.
Lyman Lumber estimated $50 million to $100 million in assets and
$100 million to $500 million in debts.  The petition was signed by
James E. Hurd, president and chief executive officer.

The affiliates that filed for Chapter 11 are: Lyman Holding
Company; Automated Building Components, Inc.; Building Material
Wholesalers; Carpentry Contractors Corp.; Construction Mortgage
Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin,
Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville
Lumber, Inc.; and Woodinville Construction Services LLC.

Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L.
Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson &
Bryon, P.A., serve as bankruptcy counsel.  BGA Management, LLC
d/b/a Alliance Management, developed and executed a sale process
and marketing strategy for the Debtors' assets.

The Official Committee of Unsecured Creditors of Lyman Lumber
Company tapped Fafinsky, Mark & Johnson, P.A., as its counsel.
Alliance Management is the financial and turnaround consultant.

When they filed for bankruptcy, the Debtors had in hand a term
sheet with SP Asset Management, LLC, a unit of Steel Partners
Holdings L.P., to serve as stalking horse bidder for the assets of
the Debtors.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.


MAIN STREET CONNECT: Daily Voice Publisher Seeks Ch.11 Protection
-----------------------------------------------------------------
Armonk, New York-based Main Street Connect, producer of Daily
Voice, a regional network of 41 community news sites, filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
13-_____) in White Plains on May 6.

Ken Schachter, writing for Newsday, reports that Main Street
Connect's chief executive Carll Tucker insisted in a phone
interview that the business remains healthy and that the
bankruptcy filing came in reaction to a 2012 class action lawsuit
by several former reporters alleging that they had been
misclassified as "exempt" employees who were not eligible for
overtime.  The company "does not have the financial wherewithal to
continue to defend" the litigation, court papers said.  The
bankruptcy filing, Mr. Tucker said, stays the legal action and
makes the former reporters "unsecured creditors" of the company.
He expects the company, which had 437,000 unique visitors in
March, to emerge from bankruptcy within 60 days.

The report notes the company's court papers said it plans to
continue business operations and either seek to sell all its
assets or propose a plan of reorganization.

Scott Markowitz, Esq., represents Main Street Connect as counsel.
According to the report, Mr. Markowitz said the next step likely
would be to file a request with bankruptcy Judge Robert Drain for
a "stalking horse" contract.  Under the contract, the company
tentatively would agree to sell the assets of Main Street Connect
to a group of investors, allowing any potential competing bidders
to come forward.

According to the report, Main Street Connect has websites covering
11 Connecticut communities and 30 in Westchester, including
Yonkers, White Plains and Mount Vernon.  The closely held company,
founded in 2010, raised $18 million from several investors, but in
March shuttered its community news websites in Massachusetts and
laid off about 45 employees, according to court documents.  The
company has about 44 employees and competes against more than 800
community websites run by AOL Corp. under the Patch brand.

The report relates the company's investors includes billionaire
George Soros.


MAQ MANAGEMENT: Proposes to Pay Unsecureds Over 5 Years
-------------------------------------------------------
MAQ Management, Inc. et al., on April 15 submitted to the U.S.
Bankruptcy Court for the Southern District of Florida a Joint
Disclosure Statement explaining the proposed Fourth Amended
Consolidated Plan of Reorganization.

According to the Disclosure Statement, the Plan provides that,
among other things, each General Unsecured Creditor will receive
$100,000 in quarterly distributions of $5,000 over five years on a
pro rata basis.  Payments for the General Unsecured Creditor will
be funded from the cash flow from the operating business.

A copy of the Disclosure Statement is available for free at

     http://bankrupt.com/misc/MAQ_MANAGEMENT_ds_4amended.pdf

On March 8, 2013, the Bankruptcy Court signed off an agreed order
on Branch Banking & Trust Company's amended motion for relief from
stay and motion to exclude parole evidence.  The agreed order is
between MAQ Management et al., and BB&T, and clarifies a prior
order dated April 2, 2012, which granted the parties' joint motion
to compromise controversy.  Pursuant to the agreement, with
respect to the Vineland Properties, a modified note was to be
executed by the Debtor by Feb. 28, 2013, as submitted to it by
BB&T, with the exception that the unpaid principal balance will be
$2.7 million.  As consideration for the reduction in the unpaid
principal balance, BB&T would be entitled to keep the payments
made to it by 7-11 until February 2013, including the $250,000
asset purchase proceeds, without providing any set-off or
reduction to the unpaid principal balance of $2.7 million.

On Jan. 11, 2013, the Hon. Erik P. Kimball signed an agreed order
terminating the automatic stay in favor of lender Florida
Community Bank, N.A., formerly known as Premier American Bank,
N.A.  The lender was permitted to enforce its in rem rights and
proceed with the foreclosure of its liens, including a foreclosure
sale, against these properties:

   a. The Sarasota Property, also known as 3250 DeSoto Road,
      Sarasota, Florida;

   b. The Lee/Manatee Property, a/k/a 12250 Palm Beach Blvd.,
      Fort Myers, Lee County, Florida and 5627 15th Street,
      Bradenton, Manatee County, Florida; and

   c. The Broward Property, a/k/a 3900 Riverland Road,
      Ft. Lauderdale, Florida.

                       About MAQ Management

Based in Boca Raton, Florida, MAQ Management, Inc., and three
other affiliates serve as commercial landlords to convenience
stores and gas stations in primarily in South Florida.  They filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to
11-26574) on June 15, 2011.  Affiliates that sought Chapter 11
protection are Super Stop Petroleum, Inc., Super Stop Petroleum I,
Inc., and Super Stop Petroleum IV, Inc.  Judge Erik P. Kimball
presides over the case.  MAQ Management estimated assets and
debts of $1 million to $10 million.  Super Stop estimated assets
and debts of $10 million to $50 million.  The petitions were
signed by Mahammad A. Qureshi, CEO.

Richard J. McIntyre, Esq., and Christopher C. Todd, Esq., at
McIntyre, Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L.,
in Tampa, Florida, serve the Debtors as substitute counsel.

The U.S. Trustee has announced that until further notice, it would
not appoint a committee of creditors for the Debtors' cases.


MBIA INC: S&P Puts B- Counterparty Credit Rating on Watch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
financial strength rating on MBIA Insurance Corp. (MBIA Corp.) to
'B' from 'CCC'.  The outlook is stable.  At the same time, S&P
raised its financial strength rating on National Public Finance
Guarantee Corp. (National) to 'BBB' from 'BB' and the stand-alone
credit profile to 'a' from 'bb'.  S&P placed its rating on
National on CreditWatch Positive.  S&P also placed its 'B-' long-
term counterparty credit rating on MBIA Inc. on CreditWatch
Positive.

"Our rating action on MBIA Corp. reflects our view that potential
stress on the company's liquidity position has lessened as a
result of the announced settlement with Bank of America (BofA),
and that the company is unlikely to come under regulatory control
during the next 12 months," said Standard & Poor's credit analyst
David Veno.  The settlement included the commutation of all of the
MBIA Corp. policies with BofA insuring a notional amount of
approximately $6.1 billion of credit default swaps referencing
commercial mortgage-backed securities transactions that
experienced significant deterioration in recent months and a $500
million three-year secured revolving credit agreement with BofA.
The rating also reflects S&P's view of the company's small capital
base relative to the risk of its insured portfolio; poor operating
performance, which S&P expects to continue; and lack of
competitive advantage to improve its financial position in the
next 12 months.  The rating reflects the company's run-off status
and S&P's belief that this corporate profile is unlikely to change
in the near term.

"Our rating action on National reflects our view of the company's
strengthened capital adequacy position and financial risk profile
following MBIA Corp.'s repayment of the intercompany loan.  As
part of the settlement, BofA paid 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, both
of which will be used to repay the intercompany loan of
approximately $1.6 billion.  The rating on National reflects our
view that MBIA Corp. continues to act as an anchor on the National
rating, pending final resolution of litigation challenging
National's split from MBIA.  National's stand-alone credit profile
of 'a' reflects the company's stable and strong earnings and low
potential for stressed losses given the risk profile of the
insured portfolio.  Minimal volatility of the insured portfolio
reflects a history of strong underwriting.  Prospectively,
National compares favorably with competitors as a result of
distribution channels, customer relationships, and management's
underwriting expertise.  Offsetting factors include the company's
current inactive state.  While the company does not write new
business, its liquidity will be weakened by low cash-flow
generation that depends predominantly on investment income," S&P
said.

"Our rating on MBIA Inc. reflects the operating companies' limited
dividend capacity and the holding company's weak liquidity
position.  Our rating also reflects MBIA Corp.'s run-off state and
National's limited near-term growth opportunities.  We expect MBIA
Inc.'s cash and short-term investments to cover its debt-servicing
needs and operating-expense obligations through 2014--an important
factor for the rating.  The continued estimated tax escrow release
in January 2015 and 2016 related to the tax-sharing agreement
could also provide additional liquidity," S&P noted.

The positive CreditWatch on National and MBIA Inc. reflects S&P's
view that the companies will likely settle with the remaining
plaintiff in its transformation case in the near term given the
recent settlement with BofA.  S&P believes that the settlement and
subsequent resolution of litigation would allow National to be
recognized as a separate legal entity, maintain the assumed book
of business and capital, and begin writing business once it
demonstrates favorable market acceptance and competitive
characteristics.  If a settlement is achieved, National's
financial strength rating would be 'A' with a stable outlook,
reflecting its stand-alone credit profile.  S&P's view would be
that MBIA Corp. would no longer act as an anchor to National's
rating.  S&P would raise its rating on MBIA Inc. to 'BBB'.  S&P's
rating on MBIA Inc. would be linked to National as the principal
source of debt service and holding-company expense needs, and
would follow standard holding-company notching criteria.

The stable outlook on MBIA Corp. reflects S&P's view that the
company's capital and liquidity is adequate to meet claim payments
for the next 12 months.  Given the risk of the remaining insured
portfolio relative to MBIA Corp.'s capital base and limited
opportunity to improve its capital position, S&P expects capital
to remain under stress.  If MBIA's capital stabilizes as a result
of diminished potential for future adverse loss development, S&P
would view this as positive to the rating.  However, if the
company exhibits increased losses and diminished liquidity, such
that the time to a possible breach of minimum regulatory capital
levels shortens to less than two years, or if surplus falls to
less than $500 million, S&P could lower the ratings.


MF GLOBAL: Judge Orders Coe to Attend May 24 Hearing
----------------------------------------------------
U.S. Bankruptcy Judge Martin Glenn denied the request of Michelle
Coe to be excused from appearing in person before the court to
defend herself from monetary sanction.

The bankruptcy judge ordered Ms. Coe, who asserts a $35 million
administrative expense claim against MF Global Holdings Ltd., to
attend a court hearing on May 24, at 11:00 a.m.

Ms. Coe brought what she deemed an administrative expense claim
tied to Man Financial's 2005 acquisition of Refco Inc.'s assets
despite warnings from Judge Glenn that she would face monetary
sanctions if she continued to file frivolous pleadings.

On April 18, Judge Glenn threw out Ms. Coe's $35 million claim,
and ordered her to pay a fine.  Barely two weeks after the April
18 ruling, the bankruptcy judge vacated the monetary sanction, and
ordered the claimant to attend a hearing to explain why she
shouldn't be sanctioned.

                          About MF Global

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

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

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

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

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

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

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

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

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

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

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


MF GLOBAL: Seeks Court Approval of NY-717 Fifth Settlement
----------------------------------------------------------
MF Global Holdings Ltd.'s trustee signed an agreement to settle a
dispute over whether NY-717 Fifth Avenue LLC has two separate
claims that were timely filed against the company and MF Global
Holdings USA Inc.

Under the deal, both sides agreed that NY-717 Fifth timely filed a
$20.625 million general unsecured claim against each of the
companies.  The agreement is available without charge at
http://is.gd/2l8Z2U

The claims stemmed from a 2007 contract, which allowed MF Global
Holdings USA to lease office space from NY-717 Fifth.  The lease
was guaranteed by the MF Global parent.

                          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.


MILESTONE SCIENTIFIC: Reports $151K Net Income in 1st Quarter
-------------------------------------------------------------
Milestone Scientific Inc. filed its quarterly report on Form 10-Q,
reporting net income of $150,746 on $2.5 million of products sales
for the three months ended March 31, 2013, compared with a net
loss of $355,181 on $1.9 million of product sales for the three
months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $5.8 million
in total assets, $3.4 million in total liabilities, and
stockholders' equity of $2.4 million.

A copy of the Form 10-Q is available at http://is.gd/BC8PAi

Livingston, N.J.-based Milestone Scientific Inc. is engaged in
pioneering proprietary, innovative, computer-controlled injection
technologies and solutions for the medical and dental markets.

                          *     *     *

As reported in the TCR on March 22, 2013, Holtz Rubenstein
Reminick LLP, in New York, N.Y., expressed substantial doubt about
Milestone Scientific's ability to continue as a going concern,
citing the Company's recurring losses from operations since
inception.


MOMENTIVE PERFORMANCE: Noteholders to Resell $124MM Notes
---------------------------------------------------------
Euro VI (BC) S.a.r.l. and AAA Co-Invest VI (EHS-BC), LLC, plans to
resell $124,323,000 worth of 11-1/2% senior subordinated notes due
2016 issued by Momentive Performance Materials Inc. on Dec. 4,
2006.

The Notes mature on Dec. 1, 2016.  Interest on the Notes is
payable in cash at a rate of 11-1/2% per annum, from the issue
date or from the most recent date to which interest has been paid
or provided for, payable semi-annually to holders of record at the
close of business on May 15 or November 15 immediately preceding
the interest payment date on June 1 and December 1 of each year
commencing June 1, 2007.

The Company has not applied, and does not intend to apply, for
listing of the Notes on any national securities exchange or
automated quotation system.

Momentive will not receive any proceeds from the resale of the
Notes.

Momentive filed with the Securities and Exchange Commission a Form
S-1 prospectus, a copy is available at http://is.gd/6iKNfp

                    About Momentive Performance

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

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

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

                           *     *     *

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

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

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


MONITOR COMPANY: Deloitte Objects to Plea for Compliance with APA
------------------------------------------------------------------
BankruptcyData reported that Deloitte Consulting filed with the
U.S. Bankruptcy Court an objection to the motion filed by Monitor
Company Group Limited Partnership and its official committee of
unsecured creditors to compel compliance with the asset purchase
agreement.

Deloitte asserts, "There are numerous grounds that require denial
of the Motion. The Motion should be denied because there is no
basis in law or fact for the extraordinary, irregular and
unjustified mandatory injunction and judicial "rewriting" of
express terms of the APA that the Motion seeks. The Court should
not countenance Movants' attempt to alter and avoid express terms
of the APA that require mandatory and timely arbitration of
disputes respecting Deloitte's delivery of its Post-Closing
Statement...to the Debtors," the BData report related, citing
court documents.

                      About Monitor Company

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the
Committee of Unsecured Creditors as counsel.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors held an auction on Nov. 28, 2012, at the offices of
the Sellers' counsel, Ropes & Gray LLP in New York.  In mid-
January 2013, Judge Sontchi allowed the Debtors to sell its assets
to Deloitte Consulting for $116.2 million.


MSR RESORTS: Files Chapter 11 Bankruptcy to Thwart Five Mile
------------------------------------------------------------
MSR Hotels & Resorts, Inc., returned to Chapter 11 by filing a
voluntary bankruptcy petition late Wednesday, May 8 (Bankr.
S.D.N.Y. Case No. 13-11512) in Manhattan.

MSR Hotels & Resorts, formerly known as CNL Hospitality
Properties, Inc., and as CNL Hotels & Resorts, Inc., listed
$500,001 to $1 million in assets, and $50 million to $100 million
in liabilities in its petition.

Paul M. Basta, Esq., at Kirkland & Ellis, LLP, represents the
Debtor.

Jonathan Stempel, writing for Reuters, reports that billionaire
investor John Paulson put MSR Resorts into bankruptcy to thwart a
lawsuit by a lender that claims it is owed tens of millions of
dollars related to the recent sale of several luxury resorts.  MSR
Hotels will seek to sell its remaining assets and wind down.

The report relates Daniel Kamensky, MSR's treasurer and a partner
at a Paulson & Co. affiliate, said in an affidavit that bankruptcy
protection was necessary because of the "baseless" lawsuit filed
last month by Five Mile Capital Partners against MSR's directors,
which he said reflects the lender's "scorched-earth" tactics.
"The REIT now seeks to end Five Mile's continued terrorization of
directors that the court has previously found acted in good
faith," he wrote.

                         Chapter 11 in 2011

According to coverage by the Troubled Company Reporter, MSR Hotels
& Resorts, formerly known as CNL Hotels & Resorts Inc., owned a
portfolio of eight luxury hotels with over 5,500 guest rooms.  On
Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings were Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

In the 2011 bankruptcy, James H.M. Sprayregen, P.C., Esq., Paul M.
Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq.,
at Kirkland & Ellis, LLP, served as the Debtors' bankruptcy
counsel.  Houlihan Lokey Capital, Inc., acted as the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC acted as the
Debtors' claims agent.

The Official Committee of Unsecured Creditors in the 2011 case was
represented by Martin G. Bunin, Esq., and Craig E. Freeman, Esq.,
at Alston & Bird LLP, in New York.

In March 2012, the Debtors won Court approval to sell the Doral
Golf Resort to Trump Endeavor 12 LLC, an affiliate of Donald
Trump's Trump Organization LLC, for $150 million.  An auction was
held in February that year but no other bids were received.

The 2011 Debtors won approval of a bankruptcy-exit plan in
February this year.  That plan was predicated on the sale of the
remaining four resorts by the Government of Singapore Investment
Corp. -- the world's eighth-largest sovereign wealth fund,
according to the Sovereign Wealth Fund Institute -- for $1.5
billion.

U.S. Bankruptcy Judge Sean Lane, who oversaw the 2011 cases,
overruled Plan objections by the U.S. Internal Revenue Service and
investor Five Mile.  The IRS and Five Mile alleged that the sale
created a tax liability of as much as $331 million that may not be
paid.

Bloomberg News reported that the exit plan provides for repayment
of 96% of secured debt and 100% of general unsecured debt.  Five
Mile stood to lose about $58 million, including investments by
pension funds and other parties, David Friedman, Esq., a lawyer
for Five Mile, said during the Plan approval hearing, according to
Bloomberg.

That Plan was declared effective on Feb. 28, 2013.

                          Five Mile Action

On April 9, Five Mile sued Paulson & Co. executives and MSR Hotels
in New York state court, alleging they (i) mishandled the
company's intellectual property and other assets in a bankruptcy
sale, and failed to get the best price for the assets, and (ii)
owe Five Mile $58.7 million on a loan.

According to Mr. Stempel, Five Mile seeks $58.7 million
representing sums owed, including interest and costs, plus at
least $100 million for breach of fiduciary duty, gross negligence
and corporate waste.

According to Mr. Stempel, David Friedman, Esq., Five Mile's
lawyer, called Wednesday's bankruptcy filing a "cheap litigation
tactic" designed to shield directors from liability, and destined
to fail.  "For someone from Paulson to accuse someone of
terrorism, when all we're doing is litigating a commercial
dispute, should offend anyone who understands the meaning of the
word," he said in a telephone interview with Reuters.  Mr.
Friedman added Five Mile is evaluating its options.

According to Mr. Stempel, a spokesman for Paulson declined to
comment.  Mr. Stempel says MSR intends to use Chapter 11 to sell
intellectual property for the Biltmore, La Quinta and Grand Wailea
resorts.

Mr. Stempel also relates that MSR on Wednesday urged a federal
district judge to dismiss the Five Mile lawsuit, arguing that the
lawsuit was designed to get around earlier court rulings that Five
Mile did not like, and said MSR directors had met their obligation
to maximize value.

The Five Mile lawsuit is Five Mile Capital SPE B LLC v. MSR Hotels
& Resorts Inc. et al., U.S. District Court, Southern District of
New York, No. 13-02920.

"Five Mile's blatant gamesmanship should not be countenanced and
its vexatious litigation should be stopped once and for all," said
MSR lawyer Paul Basta, Esq., according to Bloomberg News' Erik
Larson and Joe Schneider.  MSR's biggest creditor holding an
unsecured claim is CNL Plaza Ltd., which seeks rent payments
totaling $118.6 million, according to Wednesday's petition,
Bloomberg notes.


MURRAY ENERGY: Moody's Affirms B3 CFR Following Refinancing Deal
----------------------------------------------------------------
Moody's Investors Service affirmed Murray Energy Corporation's B3
Corporate Family Rating following the announcement of a proposed
refinancing transaction. Moody's assigned a Ba3 rating to a
proposed senior secured term loan and Caa1 rating to proposed
senior secured notes. The rating outlook is stable.

"The debt-for-debt refinancing would reduce cash interest expense,
enhance liquidity, and by introducing bank debt into the capital
structure signals an intention to reduce debt. As Moody's has
stated previously, a meaningful and permanent reduction in debt
could have positive rating implications," said Ben Nelson, Moody's
lead analyst for Murray Energy Corporation.

Proceeds from the proposed $300 million senior secured term loan
and $400 million senior secured notes, along with balance sheet
cash, will be used to refinance the existing $688 million senior
secured notes due 2015 and pay transaction-related fees and
expenses. An undrawn $50 million asset-based revolving credit
facility will replace the existing $25 million revolver. As a
result of the transaction, Moody's expects cash interest to
decline from about $70 million to below $60 million, and available
liquidity to expand moderately due to increased revolving credit
capacity.

Issuer: Murray Energy Corporation

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

$300 million Senior Secured Term Loan, Assigned Ba3 (LGD2 20%)

$400 million Senior Secured Notes, Assigned Caa1 (LGD4 61%)

Outlook, Stable

The assigned ratings are subject to Moody's review of final terms
and conditions of the proposed refinancing transaction. The rating
on the existing $688 million senior secured notes due 2015 is
expected to be withdrawn following full repayment with the
refinancing proceeds.

Ratings Rationale:

The B3 CFR is constrained primarily by the challenges of operating
a moderately-size enterprise with a leveraged balance sheet in a
very challenging industry. The rating also considers the operating
risk associated with reliance on a few key coal mines for the
majority of earnings and cash flow. Credit measures are solid for
the rating with pro forma adjusted financial leverage near 4 times
Debt/EBITDA and interest coverage in excess of 1 time
EBIT/Interest. Solid contract positions, low-cost longwall mines,
low cost barge and truck transportation to the power plants
served, a flexible workforce and good liquidity also support the
rating.

Moody's expects low natural gas prices and regulatory tightening
will continue to challenge the domestic thermal coal industry.
Murray's demonstrated ability to control costs across all basins
and long-term contracts covering anticipated production in
Northern Appalachia impart some predictability to future cash
flow. Free cash flow has been negative due to heavy capital
spending since the initial rating assignment in late 2009, but
with the program tapering off Moody's expects free cash flow will
turn positive in 2013 and could strengthen further in the
intermediate term. The magnitude and sustainability of this
improvement will depend in part on the evolving competitive
dynamics in the Illinois Basin. Moody's believes that recent and
anticipated capacity additions in the Illinois Basin will
constrain pricing unless the industry can keep pace by developing
external sources of demand, including export tonnage to overseas
markets and replacement tonnage sold into more challenged domestic
coal basins such as Central Appalachia. Murray has significant
uncontracted tonnage in the Illinois Basin starting in 2014.

The stable outlook assumes that funds from operations will exceed
maintenance capital requirements and that the company will
maintain a good liquidity position. Challenging conditions in the
domestic coal industry limit upward rating momentum. However,
Moody's could upgrade the rating with meaningful and permanent
debt reduction, interest coverage sustained above 1.5 times, and
expectations for funds from operations sustained well above
maintenance capital requirements. Moody's could downgrade the
rating if Moody's expects interest coverage to fall below 1 time
or funds from operations to fall short of maintenance capital
requirements for a sustained period. Deterioration in liquidity or
an adverse operational event at a key mining operation could also
have negative rating implications.

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


NEOMEDIA TECHNOLOGIES: Receives Letter From Former Accountants
--------------------------------------------------------------
Kingery & Crouse, P.A., NeoMedia Technologies, Inc.'s former
independent registered accounting firm, delivered to the
Securities and Exchange Commission a letter dated May 6, 2013,
stating that, "We agree with the statements concerning our firm in
such Form 8-K except that the second paragraph of the filing did
not contain a statement that our reports contained modifications
as to the Registrant's ability to continue as a going concern."

On April 25, 2013, the Audit Committee of the Board of Directors
of NeoMedia approved the dismissal of Kingery & Crouse as the
Company's independent registered public accounting firm, effective
as of the date of K&C's completion of the audit services for the
fiscal year ended Dec. 31, 2012, and the filing of the Company's
2012 Annual Report on Form 10-K with the Securities and Exchange
Commission.

The reports of K&C on the Company's consolidated financial
statements for the fiscal years ended Dec. 31, 2012, and 2011 did
not contain any adverse opinion or disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope or
accounting principles, and included explanatory paragraphs.

During the Company's fiscal years ended Dec. 31, 2012, and 2011,
and through April 25, 2013, the date of K&C's dismissal, (i) there
were no disagreements between the Company and K&C on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved
to the satisfaction of K&C would have caused K&C to make reference
to the subject matter of the disagreement in connection with its
reports on the Company's consolidated financial statements for
such years, and (ii) there were no "reportable events" (as that
term is defined in Item 304(a)(1)(v) of Regulation S-K).

On April 25, 2013, the Audit Committee approved the appointment of
StarkSchenkein, LLP, as the Company's independent registered
public accounting firm to perform independent audit services
beginning with the fiscal year ending Dec. 31, 2013.  During the
Company's fiscal years ended Dec. 31, 2012, and 2011 and through
April 25, 2013, neither the Company, nor anyone on its behalf,
consulted Stark regarding the application of accounting principles
related to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the
Company's financial statements or as to any disagreement or
reportable event as described in Item 304(a)(1)(iv) and Item
304(a)(1)(v), respectively, of Regulation S-K under the Securities
Act of 1933, as amended.

Since the Company moved its headquarters to Boulder, Colorado, in
January 2012, it was deemed by our Audit Committee and Board of
Directors that it would be more appropriate to utilize a firm
located in the Company's local geographic area.

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

The Company reported a net loss of $849,000 in 2011, compared with
net income of $35.09 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$7.72 million in total assets, $83.09 million in total
liabilities, all current, $4.84 million in series C convertible
preferred stock, $348,000 of series D convertible preferred stock,
and a $80.55 million total shareholders' deficit.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.


NEW ENGLAND COMPOUNDING: JPML Hearing on May 30; 2 Suits Stayed
---------------------------------------------------------------
Senior District Judge James C. Turk stays the lawsuits:

     -- MARY SHARON WALKER, Plaintiff, v. NEW ENGLAND
        COMPOUNDING PHARMACY INC. et al., Defendants, Civil
        Action No. 7:12-cv-564 (N.D. Va.); and

     -- BASIL E. PROFFITT, Plaintiff, v. NEW ENGLAND
        COMPOUNDING PHARMACY INC. et al., Defendants, Civil
        Action No. 7:12-cv-615 (N.D. Va.).

until the Judicial Panel on Multidistrict Litigation decides
whether to transfer these actions.

The Court further stayes the cases until the judge to which the
JPML has transferred the other NECC-related cases -- Judge Saylor
of the District of Massachusetts -- considers the request of the
Chapter 11 Trustee for New England Compounding Pharmacy, Inc.,
d/b/a New England Compounding Center, to transfer these and other
cases pursuant to 28 U.S.C. Sections 157(b)(5) and 1334.

Both Plaintiffs filed suit against NECC and IGPM in state court.
The same law firm represents the Plaintiffs.  The Defendants are
identical in each and the same firms represent each Defendant in
both cases.

Soon after each filed suit, NECC removed the cases to the N.D. Va.
District Court and filed for bankruptcy soon after, thus
triggering the automatic stay provision of the bankruptcy code as
to claims against NECC.

The nearly identical suits, consolidated for oral argument and in
this Memorandum Opinion and Order, are part of the nationwide
litigation surrounding the allegedly contaminated steroids
manufactured by NECC.  Before Judge Turk are Plaintiffs' Motions
to Remand, Defendant Image Guided Pain Management's Motions to
Dismiss for Failure to State a Claim, and IGPM's Motions to
Dismiss for Lack of Jurisdiction.  The Court heard consolidated
oral argument on April 18.

On January 31, 2013, the JPML began centralizing eligible NECC-
related actions in the District of Massachusetts and assigned
Judge F. Dennis Saylor to conduct the consolidated pretrial
proceedings.  The JPML also issued a Conditional Transfer Order
that listed each case and timely notices of opposition were filed
in each case.  The JPML will consider transferring both cases to
the MDL Court on May 30.

NECC's Chapter 11 Trustee has filed a motion with the MDL Court to
transfer there all NECC-related personal injury and wrongful death
cases pending in state and federal courts, pursuant to 28 U.S.C.
Secs. 157(b)(5) and 1334.  Judge Saylor has established a briefing
schedule concerning the Trustee's Motion; all briefing should be
completed by May 13.

According to Judge Turk, the interests of judicial economy clearly
favor staying the litigation.  Regardless of whether the Court
remands the present cases, NECC's Chapter 11 Trustee claims that
Judge Saylor may transfer these cases from federal or state court.
Thus, deciding this jurisdictional issue may be entirely
unnecessary.  Moreover, delaying consideration of the present
motions allows for all the NECC-related cases to be decided in a
consistent manner by Judge Saylor and the JPML.

A copy of Judge Turk's May 3, 2013 Memorandum Opinion is available
at http://is.gd/FzWEARfrom Leagle.com.

                  About New England Compounding

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012.
Daniel C. Cohn, Esq., at Murtha Cullina LLP, serves as counsel.
Verdolino & Lowey, P.C. is the financial advisor.

The Debtor estimated assets and liabilities of at least $1
million.  The Debtor owns and operates the New England Compounding
Center is located in Framingham, Mass.

The company said at the outset of bankruptcy that it would work
with creditors and insurance companies to structure a Chapter 11
plan dealing with personal injury claims.

The outbreak linked to the pharmacy has killed 39 people and
sickened 656 in 19 states, though no illnesses have been reported
in Massachusetts.  In October, the company recalled all its
products, not just those associated with the meningitis outbreak.

An official unsecured creditors' committee was formed to represent
individuals with personal-injury claims. The members selected
Brown & Rudnick LLP to be the committee's lawyers.


NEWLAND INTERNATIONAL: ACGM Completes Plan Solicitation
-------------------------------------------------------
ACGM, INC. on May 9 announced the successful completion of its
Plan Solicitation for Newland International Properties, Corp., the
developers of the Trump Ocean Club in Panama City.

Following the voting deadline of April 29, 2013, Newland received
100% of all votes cast as well as a super-majority of all eligible
votes in favor of the pre-packaged plan of reorganization from the
holders of its $220 million 9.5% Senior Secured Notes due 2014,
resulting in an accepting class as required for confirmation of
the Plan under Chapter 11 of Title 11 of the United States Code.
Newland has filed the pre-packaged plan of reorganization with the
United States Bankruptcy Court in the Southern District of New
York under the Bankruptcy Code.

A Chapter 11 reorganization is a judicial process governed under
the Bankruptcy Code which provides businesses with debt relief to
support a corporate rehabilitation without having to liquidate
assets and cease operations.  There is no equivalent process in
Panama and it is not a Panamanian insolvency.  Newland intends to
continue normal operations during its Chapter 11 reorganization,
while restructuring the Notes on more favorable terms.  The Plan,
including the restructuring of the Notes, is expected to have a
positive impact upon Newland's operations.

Successful consummation of the Plan will be subject to, among
other things, Bankruptcy Court approval of the Plan.

AGCM acted as Plan solicitation agent and the mandate was executed
by ACGM's Investment Banking & Advisory team.

Carlos Abadi, ACGM's President and CEO, commended ACGM's
Investment Banking & Advisory team on the success of this
important transaction:

"I'm extremely pleased with the outcome of this Plan solicitation.
Our in-depth understanding of this complex restructuring allowed
our team to effectively articulate the Plan to Note holders and
secure the support needed to meet the numbers required for the
Plan's approval.  I want to especially acknowledge the diligent
work of Heather Barlow and Massi Ibrahim who were pivotal in
obtaining this successful outcome.  Their thorough and organized
approach contributed to the overwhelming response in favor of the
Plan."

Completed in 2011, the Trump Ocean Club is a 70-story luxury hotel
and condominium complex that includes five swimming pools and a
spa.  Known for its distinctive architecture, the development is
located in Panama City, capital of one the fastest growing
economies in Latin America.

                         About ACGM

Founded in 1991, ACGM, Inc. -- http://www.acgm.com-- is a
boutique investment banking firm specializing in global special
situations advisory and investment banking transactions for
financial and corporate issuers in the US, Europe, LATAM and the
Middle East, closely integrated with a fixed income sales and
trading capability.



                    About Newland International

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

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

Newland tapped Gibson, Dunn & Crutcher, LLP, as bankruptcy
counsel; Adames, Duran, Alfaro & Lopez as Panamanian counsel; Epiq
Bankruptcy Solutions, LLC, as claims and notice agent and
tabulation agent; and Gapstone, LLC as financial advisor.

The Debtor estimated assets and debts of $100 million to $500
million.


NORTEL NETWORKS: Jurisdiction Retained by Bankruptcy Court
----------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
the joint motion filed by Nortel Networks and its official
committee of unsecured creditors for an order declaring the appeal
by the Court-appointed administrators and authorized foreign
representatives for Nortel Networks UK Limited and certain of its
affiliates to be "frivolous, and retaining jurisdiction over all
aspects of the above-referenced proceedings pending resolution of
the Appeal."

                      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.


NORTH AMERICAN PALLADIUM: Incurs C$2.8-Mil. Net Loss in Q1 2013
---------------------------------------------------------------
North American Palladium Ltd. reported in a news release Monday
its financial results for the first quarter ended March 31, 2013.

Revenue for the first quarter was C$47.1 million compared to
C$41.6 million in the first quarter of 2012.  According to the
Company, the increase in revenue was primarily due to greater
quantities of payable metals sold, more favorable exchange rates
and higher realized prices for palladium.  Income from mining
operations was C$5.1 million, compared to C$7.9 million in the
same quarter last year.  During the first quarter, the Company
realized a palladium selling price of US$730 per ounce.

Net loss for the quarter was C$2.8 million or C$0.02 per share
compared to a net loss of C$928,000 or C$0.01 per share in the
same quarter last year.  Adjusted net loss (which excludes
exploration costs, gains and losses from discontinued operations,
and insurance recoveries net of mine restoration costs) was
C$834,000 in the first quarter, compared to adjusted net income of
C$3.3 million in the same quarter last year.

EBITDA was C$2.9 million for the first quarter, compared to
C$5.0 million in the same quarter last year.  Adjusted EBITDA
(which excludes interest and other financing costs, depreciation
and amortization, exploration, and insurance recoveries net of
mine restoration costs) was C$7.5 million in the first quarter,
compared to C$8.2 million in first quarter last year.

The Company's balance sheet at March 31, 2013, showed
C$481.9 million in total assets, C$236.5 million in total
liabilities, and shareholders' equity of C$245.4 million.

As disclosed in the 2013 Q1 Management's Discussion and Analysis,
the Company's anticipated operating cash flows and existing cash
resources are not expected to be sufficient to fund capital
expenditures relating to the shaft construction anticipated for
the remainder of 2013 and as a result the Company will need to
raise additional funds for these expenditures.  "While the Company
is pursuing various financing alternatives and believes the debt
and equity markets are currently available to finance its funding
requirements, the certainty of completing a financing cannot be
assured at this time," the Company said.  "Accordingly, these
conditions have resulted in a material uncertainty that casts
substantial doubt about the Company's ability to continue as a
going concern."

A copy of the news release is available at http://is.gd/d7dsUY

A copy of the 2013 Q1 Consolidated Financial Statements is
available at http://is.gd/y4E1Nk

A copy of the 2013 Q1 Management's Discussion and Analysis is
available at http://is.gd/81t9ac

Toronto-based North American Palladium Ltd. is an established
precious metals producer that has been operating its flagship Lac
des Iles mine (LDI) located in Ontario, Canada since 1993.  LDI is
one of only two primary producers of palladium in the world, and
is currently undergoing a major expansion to increase production
and reduce cash costs per ounce. The Company's shares trade on the
NYSE MKT under the symbol PAL and on the TSX under the symbol PDL.


NORTHCORE TECHNOLOGIES: Incurs $499,000 Loss in First Quarter
-------------------------------------------------------------
Northcore Technologies Inc. reported a loss and comprehensive loss
of C$499,000 on C$289,000 of revenues for the three months ended
March 31, 2013, as compared with a loss and comprehensive loss of
C$735,000 on C$230,000 of revenues for the same period during the
prior year.

The Company's balance sheet at March 31, 2013, showed C$2.63
million in total assets, C$1.17 million in total liabilities and
$1.46 million in total shareholders' equity.

"These are challenging times for technology companies like
Northcore.  We remain focused on the pursuit of initiatives that
will respect the best interests of the collective stakeholders as
we move forward," said James Moskos, Interim CEO of Northcore
Technologies.

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

                        http://is.gd/lkxcMV

                    About Northcore Technologies

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company reported a loss and comprehensive loss of
C$3.93 million in 2011, compared with a loss and comprehensive
loss of C$3.03 million in 2010.


NORTHERN OIL: Moody's Rates $200MM Sr. Unsecured Notes 'Caa1'
-------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Northern Oil
and Gas, Inc.'s proposed $200 million senior unsecured notes due
2020. The proceeds from the proposed notes offering will be used
to repay borrowings under NOG's secured revolving credit facility,
fund capital expenditures and for general corporate purposes.
NOG's other ratings are unchanged and the rating outlook is
stable.

Rating assignments:

$200 Million Senior Unsecured Notes due in 2020, Rated Caa1 (LGD
5, 76%)

Moody's current ratings for Northern Oil and Gas, Inc. are:

Corporate Family Rating of B3

Probability of Default Rating of B3-PD

$300 Million Senior Unsecured Notes due 2020, Rated Caa1 (LGD 5,
76%)

Speculative Grade Liquidity rating of SGL-3

Ratings Rationale:

"The proposed bond issuance will improve Northern Oil and Gas'
liquidity profile as its capital needs continue to outpace
operating cash flow," commented Gretchen French, Moody's Vice
President. "While Northern's attractive acreage position in the
core Bakken and Three Forks plays should continue to support high
margin production growth, leverage relative to production is
expected to increase over the next 12-18 months as there remains a
heavy level of capital intensity associated with its asset base."

The Caa1 rating on the proposed notes reflects both the overall
probability of default of NOG, to which Moody's assigns a
Probability of Default of B3-PD, and a loss given default of LGD 5
(76%). The company has a $750 million ($400 million borrowing
base, pro forma for the notes issuance) secured revolving credit
facility. The proposed notes are unsecured and therefore are
subordinate to NOG's senior secured credit facility's first lien
claim to the company's assets. This results in the notes being
notched one rating beneath the B3 Corporate Family Rating under
Moody's Loss Given Default Methodology. However, the Caa1 rating
on the unsecured notes could be double notched below the Corporate
Family Rating if secured debt levels increased materially over an
extended period.

Northern's B3 Corporate Family Rating reflects the company's
growing but still small production profile, high capital spending
needs to develop the company's resources, as well as its limited
control over the pace of this development due to its non-operator
status. The B3 rating is supported by the company's strong acreage
position in the Williston Basin, considerable well diversity for a
company of its size, and the diversity and operational track
record of its operating partners. The rating also considers NOG's
high oil weighted production, resulting in healthy cash margins,
returns and cash flow coverage of debt and helping to partially
offset high leverage in terms of debt/production.

NOG's SGL-3 rating reflects the expectation for adequate liquidity
through 2013, supported by the company's pro forma undrawn
borrowing base revolver and cash balances, which should fund
negative free cash flow generation this year. Pro forma for the
notes issuance, NOG will have $41 million of cash and no drawings
under its $400 million borrowing base credit facility due January
2017, as of April 30, 2013. The SGL-3 rating also reflects the
company's oil weighted production and significant hedges of
projected 2013 production. The SGL-3 rating is tempered by the
company's significant capital spending needs, which are expected
to outstrip cash flow over in 2013 by roughly $200 million, the
lack of alternate sources of liquidity given that the revolving
credit facility is secured by substantially all of the company's
assets, and by the borrowing base mechanism on the credit
facility.

The stable rating outlook assumes that NOG will continue to grow
its production at favorable margins and returns, while maintaining
adequate liquidity in order to fund its capital spending needs.
The ratings could be upgraded if NOG achieves net average daily
production in excess of 15 mboe per day while maintaining strong
cash flow coverage of debt (retained cash flow to debt above 40%).
On the other hand, the ratings could be downgraded if NOG fails to
maintain adequate liquidity to fund its capital program or the
production response to capital spending is not in line with
forecasts. A negative rating action could also result if NOG makes
sizeable share repurchases or distributions that hamper the
company's ability to grow or result in retained cash flow to debt
falling below 15%.

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

Northern Oil and Gas, Inc. is headquartered in Wayzata, Minnesota.


NORTHLAKE FOODS: Loses 11th Cir. Appeal Recoup Stephens Dividend
----------------------------------------------------------------
The trustee for Northlake Foods, Inc., suffered another setback in
his attempt to claw back $94,429 in cash dividend paid in 2006 to
company shareholder Richard Stephens.

A three-judge panel of the U.S. Court of Appeals for the Eleventh
Circuit said the 2006 Transfer was made in exchange for the
benefits afforded Northlake as described in the Shareholders
Agreement.  The panel said the benefits are evident from the face
of the trustee's complaint and the exhibits attached to it.
"Because the complaint contains no allegations indicating why
these benefits do not constitute a reasonably equivalent exchange
for the 2006 Transfer, we have no grounds to conclude they do
not," the panel said in affirming a District Court judgment.

On March 1, 1991, Mr. Stephens executed a Shareholders Agreement,
which provided that "If the Corporation's income ever becomes
taxable to the Shareholders, rather than to the Corporation, the
Corporation shall pay a dividend at least annually in an amount
and at a time sufficient for each Shareholder to pay out of the
dividend all income tax, state and federal, attributable to that
portion of the Corporation's income included in such Shareholder's
income in the year preceding the year of payment of the dividend."

In 2005, Northlake designated itself an S corporation on its 2005
federal income tax return.  Northlake's 2005 federal income tax
return also reflected positive taxable income for that year. As a
shareholder of an S corporation, Mr. Stephens was responsible for
paying a share of the taxes owed on Northlake's income.  The
amount of Mr. Stephens's personal income tax attributable to his
share of Northlake's taxable income for 2005 was $94,429.

In 2006, citing Sec. 5.01 of the Shareholders Agreement,
Northlake's board of directors passed a resolution authorizing a
cash dividend to Mr. Stephens in the amount of $94,429.  During
2006, Northlake made cash payments to Mr. Stephens in accordance
with the resolution totaling $94,429.

David Crumpton, the bankruptcy trustee for Northlake, on July 28,
2010, filed a complaint in the Bankruptcy Court, claiming that the
2006 Transfer was a fraudulent transfer subject to avoidance and
recovery by Mr. Crumpton under 11 U.S.C. Sections 544, 548, 550,
and 551 and the Georgia Uniform Fraudulent Transfer Act, O.C.G.A.
Sec. 18-2-70 et seq.  The complaint alleged that the 2006 Transfer
was fraudulent because (1) at the time of the transfer Northlake
was insolvent or became insolvent as a result of the transfer, and
(2) Northlake did not receive reasonably equivalent value in
exchange for the 2006 Transfer.  Mr. Stephens moved for judgment
on the pleadings.

The Bankruptcy Court ruled Mr. Stephens was entitled to judgment
on the pleadings because the complaint reflected that Northlake
received reasonably equivalent value for the 2006 Transfer. The
court reached this conclusion on two grounds. First, in the
context of fraudulent transfer law, value is defined to include
satisfaction of an antecedent debt.  The court determined that (1)
Mr. Stephens's performance under the Shareholders Agreement
created an antecedent debt; (2) the 2006 Transfer was in
satisfaction of that antecedent debt; and (3) this transaction
represented a reasonably equivalent exchange of value.

Second, the Bankruptcy Court ruled that Northlake received
reasonably equivalent value for the 2006 Transfer "by virtue of
the Debtor's Subchapter S election for federal income tax
purposes."  The court explained that [t]he 2006 Transfer was made
to [Stephens] pursuant to the Shareholders Agreement to pay
[Stephens's] proportionate share of income tax liability incurred
by [Stephens] as a result of [Northlake's] operations. Without the
Sub-S corporation designation for federal income tax purposes,
[Northlake] would have paid the income tax directly.

On February 15, 2011, the Bankruptcy Court entered an order
dismissing the complaint without prejudice and granting Mr.
Crumpton leave to file an amended complaint.  Mr. Crumpton filed
an amended complaint containing one count; it alleged that the
2006 Transfer constituted an illegal dividend under Georgia law,
O.C.G.A. Sec. 14-2-640(c).  Mr. Stephens moved the Bankruptcy
Court to dismiss the amended complaint.

On September 9, 2011, the court entered an order granting the
motion and dismissing the proceeding, ruling that O.C.G.A. Sec.
14-2-640 only provides a cause of action against directors who
agree to distribute an illegal dividend, not against shareholders
who receive an illegal dividend.  Because it was undisputed that
Mr. Stephens was not a director of Northlake, the court concluded
that Mr. Crumpton could not bring this claim against Mr. Stephens.

On September 23, 2011, Mr. Crumpton appealed the Bankruptcy
Court's February 15, 2011, order and September 9, 2011, order to
the U.S. District Court for the Middle District of Florida.  In an
order entered on September 27, 2012, the District Court affirmed
the Bankruptcy Court's February 15, 2011, order, holding that
Northlake's election as an S corporation constituted reasonably
equivalent value for the 2006 Transfer.

In response to Mr. Crumpton's contention that Northlake's S
corporation election only benefited shareholders and not
creditors, the District Court disagreed with the notion that
creditors must necessarily benefit from a transaction in order for
it to not be a fraudulent transfer. According to the District
Court, as long as "the debtor's unsecured creditors are not worse
off because the debtor . . . has received something reasonably
equivalent to what the debtor has transferred, then no fraudulent
transfer or conveyance has occurred."

Because Northlake would have had to pay income taxes itself had it
not elected to be an S corporation, the District Court concluded
that the 2006 Transfer did not make Northlake or its creditors
worse off and thus constituted a reasonably equivalent exchange of
value.  Finding that ground sufficient, the court did not address
the question of whether the 2006 Transfer satisfied an antecedent
debt owed under the Shareholders Agreement.

The District Court affirmed the Bankruptcy Court's September 9,
2011, order, holding that Georgia's illegal dividend statute could
not be applied to Stephens because he was not a director of
Northlake.

The case is, DAVID H. CRUMPTON, Plaintiff-Appellant, v. RICHARD
STEPHENS, Defendant-Appellee, No. 12-15603 (11th Cir.).  A copy of
the Eleventh Circuit's May 6, 2013 per curiam decision is
available at http://is.gd/OV1XJ0from Leagle.com.

Tampa, Florida-based Northlake Foods, Inc., is a "Subchapter S"
Georgia corporation that owned roughly 150 Waffle House
restaurants in Georgia, Florida, and Virginia.  The company filed
for Chapter 11 relief (Bankr. M. D. Fla. Case No. 08-14131) on
Sept. 15, 2008.  Lori V. Vaughan, Esq., Roberta A. Colton, Esq.,
and Stephanie C. Lieb, Esq., at Trenam, Kemker, Scharf, Barkin,
Frye, O'Neill & Millis, P.A., represented the Debtor as counsel.
In its schedules, the Debtor listed total assets of $8,449,885 and
total debts of $9,370,829.

On Jan. 28, 2009, in accordance with the Bankruptcy Court's order
confirming the Debtor's Chapter 11 plan, the Bankruptcy Court
approved the appointment of David H. Crumpton as Distribution
Trustee for the Debtor's Distribution Trust.


NORTHLAND RESOURCES: Reports First Quarter 2013 Results
-------------------------------------------------------
Northland Resources S.A., together with its subsidiaries, on May 8
reported financial results for the first quarter ended March 31,
2013.

"During the first quarter 2013, Northland delivered the first
shipment of its high-quality iron ore concentrate.  Following this
we are able to report a major milestone -- our first income from
sales of iron ore concentrate of US$5.7 million," Karl-Axel
Waplan, President & CEO, Northland Resources S.A. said.

"The production is well in line with expectations and we are
producing continuously at least 2,300 tonnes per day in average
with an iron content between 69% and 70.3%.

As announced in the press release dated April 29, 2013, the
Company supports the bondholder-led proposal for restructuring of
Northland, which was approved by the bondholders in a bondholders'
meeting on May 3, 2013.  As part of this restructuring, a US$362
million senior secured bond offering was launched May 7.  Three
existing bondholders have indicated their intention to make
significant investments, amounting to approximately one quarter of
the issue.

"These proposed measures represent the best available source of
financing to resolve Northland's short and long term liquidity
requirements on a timely basis, and are expected to provide the
required financing to bring the Kaunisvaara Project to full
production in the third quarter of 2014.  We are very grateful for
the support offered by our existing bondholders, shareholders,
suppliers and employees which demonstrates their confidence in our
business."

                            Outlook

Northland aims to accomplish the following during the remainder of
2013:

        1. Secure the long term financing, as proposed on April
29, 2013, to enable the Company to complete the Kaunisvaara
project.

        2. Complete a cost optimized logistical chain, including
buildings and shiploader in Narvik as well as delivery of railcars
from Kiruna Wagon.

        3. Reach the production of 1.2 million dry metric tonnes
for the full year of 2013.

        4. Complete the DFSs for the Hannukainen Project and the
Pellivuoma deposit.  Both reports are expected to be published
shortly after a long term financial solution has been secured.

Coming Report Dates

August 8, 2013: Financial Statement and MD&A for Q2 2013

November 14, 2013: Financial Statement and MD&A for Q3 2013

Annual General Meeting

The 2013 Annual General Meeting of Northland S.A. will be held on
Wednesday, May 15, 2013, at 10:00 am (CET) in Luxembourg.

Extraordinary General Meeting

An Extraordinary General Meeting will be held on Tuesday, June 4,
2013, at 11:00 am (CET) in Luxembourg.

A full version of the first quarter 2013 Management's Discussion
and Analysis ("MD&A") and the Unaudited Interim Financial
Statements has been posted on the Company's website,
http://www.northland.eu/en-us/investor-relations/financialson
May 8, 2013.

                               MCTO

As reported by the Troubled Company reporter on April 29, 2013,
Northland Resources S.A. provided its second bi-weekly Default
Status Report under National Policy 12-203 - Cease Trade Orders
for Continuous Defaults.

On March 28, 2013, the Company announced that the filing of its
audited financial statements and associated management discussion
and analysis for the fiscal year ended December 31, 2012, would
not be completed by the filing deadline set by Canadian
securities laws.

As a result of this delay in filing the Annual Filings and the
application by the Company for a management cease trade order (a
"MCTO"), the Ontario Securities Commission issued a MCTO, which
imposes certain restrictions on the issuance and acquisition of
securities of insiders and/or employees of the Company until the
Company files the Annual Filings and related CEO and CFO
certificates.  The MCTO will not affect the ability of persons
who are not insiders or employees of Northland to trade their
securities.

Pursuant to the provisions of the alternative information
guidelines specified by NP 12-203, the Company reports that,
since the issuance of its default announcement on March 28, 2013,
except as stated in this Default Status Report, there have not
been any material changes to the information contained therein;
nor any failure by the Company to fulfill its intentions as
stated therein with respect to satisfying the provisions of the
alternative information guidelines; and there are no additional
defaults or anticipated defaults subsequent to the disclosure
therein, other than the delay in filing the Annual Filings and
related CEO and CFO certificates.  Further, there is no
additional material information respecting the Company and its
affairs that has not been generally disclosed.

The Company expects to file the required Annual Filings and
related CEO and CFO certificates on or before Tuesday, April 30,
2013.  If this does not occur, the Company intends to file the
third Default Status Report on or about May 9, 2013.

Northland is a producer of iron ore concentrate, with a portfolio
of production, development and exploration mines and projects in
northern Sweden and Finland.  The first construction phase of the
Kaunisvaara project is complete and production ramp-up started in
November 2012.  The Company expects to produce high-grade, high-
quality magnetite iron concentrate in Kaunisvaara, Sweden, where
the Company expects to exploit two magnetite iron ore deposits,
Tapuli and Sahavaara.  Northland has entered into off-take
contracts with three partners for the entire production from the
Kaunisvaara project over the next seven to ten years.  The Company
is also preparing a Definitive Feasibility Study ("DFS") for its
Hannukainen Iron Oxide Copper Gold ("IOCG") project in Kolari,
northern Finland and for the Pellivuoma deposit, which is located
15 km from the Kaunisvaara processing plant.


OCWEN FINANCIAL: Fitch Affirms 'B' Issuer Default Ratings
---------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
Ocwen Financial Corporation and its primary operating company and
wholly owned subsidiary, Ocwen Loan Servicing, LLC at 'B'. In
addition, Fitch has removed the ratings from Rating Watch
Negative. The Rating Outlook is Negative.

Rating Action Rationale

The affirmation of the ratings reflects OCN's good operating
performance in 2012 and for the first quarter of 2013 (1Q'13),
sufficient liquidity from operating cash flow generation and
availability under its financing facilities, and appropriate
capitalization and leverage for its current ratings.

The resolution of the Negative Watch, and the concurrent
assignment of the Negative Outlook reflects Fitch's view that
short-term acquisition/leverage risks have transitioned into
medium-term integration/regulatory risks associated with the
company's business model, although additional near-term
acquisitions cannot be ruled out. Fitch believes that potential
additional costs and constraints associated with regulatory
compliance requirements may negatively affect OCN's liquidity and
profitability in the long run, which could ultimately adversely
affect the company's overall business.

Rating constraints reflect the company's potential leverage,
integration and balance sheet risks associated with growth in the
near term, as well as the sustainability of growth in the longer
term. Fitch believes that OCN's expertise as a subprime servicer
will remain in demand in the near to medium term, however, ratings
may come under pressure due to continued consolidation and the
declining size of the subprime market reflecting the lack of new
originations since 2007.

Fitch downgraded OCN to 'B' from 'B+' and placed the ratings on
Rating Watch Negative on Nov. 8, 2012, following its announced
joint winning bid to acquire the servicing portfolio of
Residential Capital, LLC (ResCap) in bankruptcy for approximately
$2.1 billion. This followed the company's announced acquisition of
Homeward Residential Holdings, Inc. for $766 million on Oct. 3,
2012. OCN subsequently closed on its purchase of mortgage
servicing rights (MSRs) from Ally Bank for a total purchase price
of $585 million on April 1, 2013.

The acquisitions were financed through a combination of operating
cash flow, incremental debt, and sale of mortgage servicing rights
to OCN's close affiliate, Home Loan Servicing Solutions, LLC
(HLSS). OCN closed the ResCap and Homeward acquisitions in
February 2013 and December 2012, respectively. The downgrade in
November 2012 reflected Fitch's view that OCN's broader
acquisition and growth strategy and willingness to assume
additional direct or indirect leverage indicated an increased
level of credit risk for the company.

Fitch's analysis takes into account the operating performance and
overall credit metrics of both OCN and HLSS due to the
interrelatedness of the two entities, and their close operating
and strategic relationships. OCN views HLSS as important to its
overall strategy to migrate to a 'capital-light', fee-for-
servicing model and OCN is expected to remain the primary source
of portfolio assets for HLSS in the near to medium term. As such,
Fitch believes any positive impact from OCN's deleveraging through
sales to HLSS is constrained due to the shifting of leverage to a
related affiliate, on which a significant portion of its
subservicing revenue is dependent. To date, HLSS raised funds
through an IPO and two follow-on equity offerings as well as
through borrowings under its servicer advance facilities, to
purchase MSRs and related advances from OCN totalling
approximately $92.5 billion of UPB as of March 31, 2013.

KEY RATING DRIVERS

Operating Performance

OCN recorded record revenues and earnings in 2012 and for 1Q'13 on
growth in the average UPB of the servicing portfolio, fuelled by
recent acquisitions. To a lesser extent, OCN's recent growth was
driven by decreased overall delinquency rates, an increase in
completed loan modifications and lower cost of funds.

On a normalized basis, excluding adjustments for costs and
discounts from the early termination of debt and discontinued
operations, pre-tax income at OCN grew for the full year to $289.4
million in 2012 compared to $189 million in 2011. Normalized pre-
tax earnings also grew to $101.4 million in 1Q'13 compared to
$53.4 million one-year prior.

As a percentage of total revenues, pre-tax margins at OCN declined
to 34.2% in 2012 compared to 38.1% in 2011 and a decline to 25.4%
in 1Q'13 compared to 32.5% one-year prior. The erosion of
normalized pre-tax margins for full year 2012 and during the first
quarter of 2013 resulted from increased operating expenses due to
recent portfolio acquisitions.

Revenues at HLSS for 2012 and 1Q'13 have increased due to growth
in its servicing portfolio. Operating expenses increased due to
additional headcount, an increase in compensation and benefits and
higher interest expenses. Pre-tax income for 2012 was $26.9
million compared to a loss of $273 thousand in 2011 and $24.8
million for 1Q'13 compared to $1.3 million one-year prior.

Fitch anticipates operating performance will slightly improve in
the near term due to the incremental cash flow OCN is expected to
generate through the inclusion of the Homeward and ResCap
portfolio acquisitions in OCN's full year results.

Liquidity and Funding
Fitch believes OCN has sufficient liquidity generated from
operating cash flow and availability under its servicer advance
facilities to cover its financing needs. As of Dec. 31, 2012, OCN
had $220.1 million of unrestricted cash, $1.2 billion of unused
borrowing capacity under its advance facilities and $345.9 million
of availability under its lending repurchase agreements. Fitch
views OCN and HLSS' management of its liquidity and overall
strategy as adequate.

The company's funding profile is 100% secured and reliant on
secured corporate debt and securitizations as a key component of
its financing strategy. Fitch would view an increase of unsecured
debt in OCN's funding mix positively, as it would add additional
flexibility to the company's overall funding profile.

Capitalization and Leverage
Fitch believes OCN's capitalization is appropriate relative to its
current ratings, and is comprised of retained earnings, paid in
capital, as well as preferred and common equity.

Combined including HLSS, consolidated balance sheet leverage, as
measured by total debt to tangible equity was approximately 4.0x
as of March 31, 2013 compared to 3.0x one-year prior. On the basis
of debt to Fitch Core Capital, which excludes intangibles and
MSRs, balance sheet leverage was approximately 16.3x as of March
31, 2013 compared to 3.0x one-year prior. The significant increase
in leverage was the result of additional debt, MSRs, and goodwill
undertaken on balance sheet from recent large scale acquisitions.
However, Fitch believes OCN's combined balance leverage is
acceptable at its current ratings and consistent with nonbank
peers. Future large acquisitions in the near to medium term that
results in additional leverage over and above Fitch's expectations
would be viewed negatively by Fitch.

SUBSIDIARY AND AFFILIATED COMPANY RATING DRIVERS AND SENSITIVITIES

OLS is the primary operating company and wholly owned subsidiary
of OCN. The ratings are aligned with that of OCN because of the
irrevocable and unconditional guarantee provided by OCN and its
various subsidiaries. Therefore, the ratings are sensitive to the
same factors that might drive a change in OCN's IDR.

RATING SENSITIVITIES - IDRS, TERM LOAN

Fitch believes that positive ratings momentum is limited in the
near to medium term. However, the Rating Outlook may be revised to
Stable if OCN is able to maintain sufficient liquidity and funding
flexibility, as well as appropriate capitalization and economic
access to the capital markets. Additionally, OCN's ability to
reduce overall leverage through consistent cash flow generation
and deleveraging through time could also be viewed positively by
Fitch.

Conversely, negative rating actions would be driven by a
substantive reduction in revenue and cash flow generation caused
by deterioration in portfolio performance, or a material change in
OCN's cost structure resulting from integration, legal or
regulatory risks. The recovery ratings of the term loan are also
sensitive to changes in collateral values and advance rates under
secured borrowing facilities, which ultimately impact the level of
available asset coverage. In addition, future large portfolio
acquisitions that result in a significant increase in consolidated
balance sheet leverage, on the basis of Fitch Core Capital, beyond
current levels, could also result in further negative rating
actions.

Fitch has affirmed the following ratings and removed from Rating
Watch Negative:

Ocwen Financial Corporation

-- Long-term IDR at 'B';
-- Short-term IDR at 'B'.

Ocwen Loan Servicing, LLC

-- Long-term IDR 'B';
-- Senior secured term loan at 'B/RR4'.

The Rating Outlook is Negative.


ONDOVA LIMITED: Firms Duel Over Fees in Wake of 5th Circ. Ruling
----------------------------------------------------------------
Jess Davis of BankruptcyLaw360 reported that Munsch Hardt Kopf &
Harr PC, Dykema Gossett PLLC and Gardere Wynne Sewell LLP began
dueling in Texas federal court Wednesday over which firms are
entitled to recover fees from the principal of bankrupt Ondova
Ltd. related to a court-ordered receivership, after the Fifth
Circuit ordered the receivership to wind down.

According to the report, in what arose as a suit to enforce a
settlement in a state court case between Netsphere Inc. and domain
name registrar Ondova, the law firms are now arguing about who's
responsible for paying their fees.

                    About Ondova Limited Company

Carrollton, Texas-based Ondova Limited Company, a former Internet
domain name registrar, filed a voluntarily Chapter 11 bankruptcy
case (Bankr. N.D. Tex. Case No. 09-34784) on July 27, 2009, at a
time when Ondova was still controlled by Ondova's former president
and sole equity owner, Jeffrey Baron.  Ondova Limited Company, dba
Compana, LLC, and dba budgetnames.com, performed a "middle man"
registration activity pursuant to a license it had from the
Internet Corporation for Assigned Names and Numbers -- which is,
essentially, a creature of the United States Department of
Commerce -- and also pursuant to an agreement with Verisign, Inc.,
which is a private corporation that essentially acts as the
operator of the huge ".com" and ".net" registries.  Verisign is
not in any way related to Ondova.

Edwin Paul Keiffer, Esq., at Wright Ginsberg Brusilow, PC, serves
as Ondova's bankruptcy counsel.  In its petition, Ondova estimated
$1 million to $10 million in both assets and debts.  The petition
was signed by Mr. Baron.

A Plan of Liquidation was confirmed in the Chapter 11 case.  The
Joint Plan contemplates approval and implementation of (a) a so-
called "Plan Settlement" between the Ondova bankruptcy estate and
the Receivership Entities; (b) a sale of significant assets
contributed to the Joint Plan by the Receivership; (c) the
creation of a Liquidating Trust to accept substantially all the
assets and liabilities of both the Ondova bankruptcy estate and
the Receivership, which Liquidating Trust would resolve and pay
all remaining claims of and against the Receivership and the
Debtor, with a return of residual funds or assets to Mr. Baron
after the satisfaction of all claims; and (d) certain releases of
parties and professionals.


OTTER PRODUCTS: Moody's Assigns First-Time B1 Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service, assigned first-time ratings to Otter
Products, LLC including a B1 corporate family rating and a B1-PD
probability of default rating. Moody's rated the proposed $400
million senior secured term loan facility at B1. Proceeds from the
term loan offering will be used to fund the $325 million
acquisition of TreeFrog Developments, Inc. d/b/a LifeProof
(LifeProof) and for general corporate purposes. The rating outlook
is stable.

The following ratings were assigned:

CFR at B1;

PDR at B1-PD; and

$400 million senior secured term loan due 2019 at B1 (LGD4, 52%)

Ratings Rationale:

The B1 CFR reflects OtterBox's recent success in meeting rising
retail demand for its protective smartphone cases and solutions as
demonstrated by its rapid sales growth over the past three years
and strong margins, due in part to its asset-light manufacturing
model, and improving cash generation. The acquisition of
LifeProof, whose all-environment cases experienced similar top-
line trends in 2012, will diversify OtterBox's product offering
within the mobile phone accessory market. While initial leverage
will be low at roughly 2.2x, on a Moody's adjusted basis, the
rating incorporates OtterBox's limited operating history, its high
business risk and a complex corporate structure which will likely
favor equity owners.

Moody's views OtterBox as exposed to high business risk due to the
infancy of the industry, existence of many smaller competitors and
cheaper alternatives, and shifting consumer demands. There is also
a possibility that over the longer term that smartphones will be
built more durable which could reduce demand for OtterBox's
protective cases. Moody's believes OtterBox and Lifeproof are
early winners with regards to the deployment and branding of
protective cases and have developed solid relationships with their
respective distribution channels, including national and regional
wireless carriers, big box retailers and other retailers and
distributors. These relationships should continue to support
growth over the next twelve to eighteen months as protective cases
continue to penetrate the smartphone user population.

OtterBox is part of a larger corporate entity owned and controlled
by the family that invented the OtterBox. There are material
transactions between entities within the larger corporate family
that are not part of the proposed borrowing group. These
transactions include the leasing of OtterBox facilities, research
and development and other corporate functions, which Moody's
believes weakens the credit profile of OtterBox and its overall
financial transparency. Further, Moody's expects that OtterBox's
dividends to the owners will exceed required tax distributions
thus limiting debt reduction. While Moody's expects that a good
liquidity profile and meaningful cash generation will support both
the distributions and an appropriate level of growth capital
expenditures, Moody's views the distributions to be somewhat
aggressive given the early stage of OtterBox's life cycle.

In addition to strong cash generation, the company's liquidity
benefits from a $150 million unrated asset based revolver which
matures in 3-years from the closing of this transaction (with the
ability to extend an additional two years if conditions are met).
Moody's expects a maximum total leverage covenant of 2.5x and a
minimum fixed charge coverage ratio of 1.25x to provide adequate
cushion. Further, Moody's expects the terms to include an excess
cash flow sweep that should aid debt reduction if leverage
increases.

The B1 rating on the term loan is at the same level as the CFR
reflecting its preponderance within the capital structure. The
term loan is subordinate to the revolver since the ABL benefits
from a first lien security interest in the AR and Inventory, which
represents the most liquid assets. The term loan benefits from
second lien on the AR and inventory as well as a first lien on the
stock of OtterBox and all other assets.

Prior to an upgrade Moody's would expect a track record
demonstrating the sustainability of the company's profitability,
cash flow generation and earnings growth as well as better product
diversification. The ratings could be upgraded if the company
continues to meet consumer demands while maintaining its high
margins and also leverage below 1.5x for an extended period.

The ratings could be downgraded if the company were to experience
operating difficulties due to either meeting customer needs or a
reduction in demand that would affect the company's liquidity
profile and cash generation. Moody's would likely downgrade if
shareholder distributions resulted in an increase in debt or if
the company executed a transformational debt-financed acquisition.

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

OtterBox, headquartered in Fort Collins, Colorado, is a designer,
manufacturer, marketer and distributor of protective solutions for
the mobile accessory industry. OtterBox products include
protective cases, screen protectors and dry boxes that protect for
smartphones manufactured by most industry leading original
equipment manufacturers.


OTTER PRODUCTS: S&P Assigns 'B+' CCR & Rates $400MM Loan 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Fort Collins, Colo.-based Otter Products LLC.
The ratings outlook is stable.

At the same time, S&P assigned its 'B+' issue-level ratings to the
company's proposed $400 million senior secured term loan due 2019.
The recovery rating is '3', which indicates S&P's expectation of
meaningful (50% to 70%) recovery for debtholders in the event of
payment default.  The new issue-level rating is subject to a
review of final documentation by Standard & Poor's.  The company
also has a $150 million asset-based revolving credit facility
(ABL; unrated) due 2016, which may be extended to 2018.

The company will use net proceeds from the transaction to purchase
TreeFrog Developments Inc. (d/b/a LifeProof), a competitor in the
protective mobile device industry, and to refinance existing debt
balances.  The transaction is expected to close in May 2013.  Pro
forma for this transaction, S&P estimates that Otter will have
about $422 million of reported debt outstanding, a $400 million
increase from estimated current balances.

The ratings on Otter reflects S&P's view that the company's
financial risk profile is 'aggressive' and that the business risk
profile is 'weak'.  For the 12 months ended March 31, 2013, S&P
estimates pro forma adjusted total debt-to-EBITDA was about 2x
(when adjusted for the proposed acquisition of LifeProof), from
about 0.3x in the prior-year period given the sizable addition of
debt arising from this proposed acquisition.  S&P also estimates
that the ratio of funds from operations (FFO) to total debt is
about 25%, compared to greater than 100% in the prior-year period
given historically low debt balances.  Both ratios are stronger
than S&P's indicative ratios of debt to EBITDA of 4x to 5x and FFO
to debt of 12% to 20% for an 'aggressive' financial risk profile.
However, S&P also views the company's financial policy as
'aggressive' due to 100% ownership by the Richardson family, the
potential for high discretionary payments to members (beyond those
required for tax payments), and a qualified opinion from an
independent auditor due to the lack of consolidation of several
variable interest entities (VIEs).  Given the qualified audit
opinion, Standard & Poor's has relied on management's assertions
of its estimated off-balance-sheet exposures for the VIEs and
commitment to obtaining a clean audit opinion for fiscal year 2013
financial results.  S&P also believes that given the exponential
growth experienced by such a young company, future financial
policies are yet to be defined.


PACIFIC DRILLING: S&P Affirms 'B' CCR & Rates $500MM Notes 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Pacific Drilling S.A.  The rating
outlook remains stable.  S&P also affirmed its 'B+' rating ('2'
recovery rating, indicating a substantial 70% to 90% recovery) on
the company's $500 million senior secured notes due 2017.

In addition, S&P assigned a 'B+' issue-level rating ('2' recovery
rating, indicating a substantial 70% to 90% recovery) to the
company's proposed $750 million senior secured term loan and
$750 million senior secured notes.  S&P also assigned a 'BB-'
issue-level rating ('1' recovery rating, indicating a very high
90% to 100% recovery) to the company's planned $500 million
revolving credit facility.

"Our rating on Pacific Drilling continues to reflect the company's
'weak' business risk profile as a startup oil and gas contract
driller, and its 'highly leveraged' financial risk profile," said
Standard & Poor's credit analyst Scott Sprinzen.

These transactions, if completed, would extend the company's debt
maturities, eliminate restricted cash and debt amortization
requirements, and add to committed credit sources.  However, the
company would remain very highly levered, and subject to startup
and operating risks related to its growing fleet of ultra-
deepwater drillships.

S&P believes a stable rating outlook is warranted, given its
expectation that there is less than a one in three chance of
either an upgrade or downgrade occurring within the one-year time
frame--the period S&P outlook considers.  Through at least early
2015, Pacific Drilling will continue to face the startup
challenges related to newly delivered drillships.  Still, if S&P
comes to expect that Pacific Drilling will achieve and maintain
debt-to-EBITDA of less than 4x--possibly through a combination of
successfully starting up its new drillships and demonstrating
moderation in its growth trajectory-- S&P could consider an
upgrade.  Conversely, if S&P comes to expect that debt-to-EBITDA
would remain at more than 5x beyond the next two years, it could
consider a downgrade.  The rating could also be jeopardized if
operating problems put compliance with financial covenants in
question.


PHYSIOTHERAPY ASSOCIATES: S&P Lowers Corp. Credit Rating to 'SD'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Exton, Pa.-based Physiotherapy Associates Inc. to
'SD' from 'B-', as the company missed its May 1, 2013, interest
payment on its senior notes.

At the same time, S&P lowered the issue-level ratings on the
senior secured facility (consisting of a $100 million term loan
and a $25 million revolver) to 'CC' from 'B+'.  The recovery
rating on this debt remains '1', indicating S&P's expectation for
very high (90%-100%) recovery in the event of a payment default.

In addition, S&P lowered its issue-level rating on the
$210 million senior unsecured notes to 'D' from 'CCC+', given the
missed interest payment.  The recovery rating on the unsecured
otes remains '5', indicating S&P's expectation for modest (10%-
30%) recovery in the event of payment default.

"The downgrades follow the company missing the May 1, 2013,
interest payment on its senior unsecured notes.  Under our
criteria, we consider nonpayment within five business days a
default even though we believe Physiotherapy has the funds to
satisfy its interest payment before the 30-day grace period
expires," said credit analyst Tahira Wright.  "The company
withdrew $12 million, the remaining outstanding revolver balance
prior to the interest payment date.  As a result, the company will
have $18 million of cash reserves and will receive about
$24 million of monthly cash collections to satisfy its operating
uses.  We expect the company will have very limited liquidity over
the near term.  Additionally, the company has not yet completed
its 2012 audited financial statements.  The failed interest
payment terminated the 60-day waiver that the lenders of the
credit facility granted.  The delay in audited financial
statements stems from a review of the company's revenue
recognition practices.  The company recently provided an update
noting that the review may result in a material adjustment to both
2011 financial statements and previously reported financial
periods in 2012.  Giving the possible magnitude of the adjustment,
we believe there is substantial risk that audited statements will
not be available by the end of May, as required by the senior
notes leading to a default.  The revenue adjustment calls into
question our 2012 and 2013 EBITDA estimates."


PINNACLE AIRLINES: To Cancel Contracts with Oracle
--------------------------------------------------
Pinnacle Airlines Corp. said it is rejecting three services
agreements with Oracle and Oracle USA, Inc.  The contracts are
listed at http://is.gd/IXe8wf

                       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.


PRIUM SPOKANE: Confirms Second Amended Reorganization Plan
----------------------------------------------------------
Prium Spokane Buildings, L.L.C., has confirmed its Second Amended
Plan of Reorganization dated Jan. 16, 2013.  No objections were
received to the confirmation of the Plan.

As reported in the Troubled Company Reporter on Feb. 8, 2013,
according to the Second Amended Disclosure Statement, on the
effective date of the Plan, Prium Spokane will pay all allowed
administrative expenses, and will establish a reserve for payment
of administrative expenses that have accrued through the
Confirmation Date, but remain subject to allowance.

A dispute exists among creditor James F. Rigby, Trustee of the
Bankruptcy Estate of Michael R. Mastro, and parties-in-interest
Glenn Davis and Jeffrey Silesky regarding the interpretation,
enforceability or implementation of the Settlement Agreement among
those parties that was approved in the Mastro Bankruptcy Case.  On
the Effective Date, Prium Spokane will:

  (1) deposit the distribution payable with respect to the
      $11.4M Note under Class 7 of the Plan with the Clerk of the
      U.S. Bankruptcy Court for the Western District of
      Washington, and

  (2) commence an action in interpleader pursuant to FRBP 7022 in
      the Mastro Bankruptcy Case against Rigby, Davis and Silesky
      for those parties to adjudicate their claims arising and
      related to the Settlement Agreement and the $11.4M Note.

The Confirmation Order was issued March 29.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/PRIUM_SPOKANE_ds_2amended.pdf

Glenn Davis and Jeffrey Silesky assert ownership of the Mastro
Note, which is unpaid, and in default. The Debtor, in 2008,
borrowed $11,477,757 from Michael R. Mastro, evidenced by a
Promissory Note and secured by a second position Deed of Trust
against Parcels 1 and 2 of the Wells Fargo Center.  Mastro
subsequently assigned the Mastro Note and the Mastro Deed
of Trust to Wells Fargo Bank, National Association.  However,
James F. Rigby, trustee for the Bankruptcy estate of Michael R.
Mastro filed a proof of claim on March 15, 2011, in the amount of
$11,477,757 as a secured claim based on the Mastro Note and the
Mastro Deed of Trust.

                   About Prium Spokane Buildings

Bellevue, Washington-based Prium Spokane Buildings, L.L.C., filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No.
10-06952) on Dec. 16, 2010.  Davidson Backman Medeiros PLLC,
represents the Debtor.  Berreth, Lochmiller & Associates, PLLC,
serves as accountants.  The Debtor disclosed $17,042,743 in assets
and $34,723,584 in liabilities as of the Chapter 11 filing.
There was no creditors committee appointed in the case.


PULSE ELECTRONICS: Incurs $7.1 Million Net Loss in 1st Quarter
--------------------------------------------------------------
Pulse Electronics Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $7.13 million on $84.80 million of net sales for the
three months ended March 29, 2013, as compared with a net loss of
$4.30 million on $94.13 million of net sales for the three months
ended March 30, 2012.

The Company's balance sheet at March 29, 2013, showed $179.92
million in total assets, $215.68 million in total liabilities and
a $35.76 million total shareholders' deficit.

"This quarter's results continue to demonstrate our ongoing
progress in improving the operational performance of the company,"
said Pulse Chairman and Chief Executive Officer Ralph Faison.
"Although the industry environment remained challenging, we
exceeded our non-GAAP operating guidance on revenue that was
within our guidance range but lower both year over year and
sequentially.  As a result of two years of major restructuring and
reengineering, we began to realize notable gross profit margin
improvement last quarter that continued this quarter, as gross
profit margins increased nicely.  We have substantially lowered
our breakeven point and further stabilization and improvement in
gross margin is a key objective for Pulse in 2013.  We stand
poised to continue to deliver improved operating profit when
markets recover to more normal demand levels."

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

                        http://is.gd/s3V4gw

San Diego, California-based Pulse Electronics Corporation --
http://www.pulseelectronics.com/-- is a global producer of
precision-engineered electronic components and modules, operating
in three business segments: Network product group; Power product
group; and Wireless product group.  As of Dec. 28, 2012, Pulse had
$188 million in total assets.


READER'S DIGEST: 2nd Amended Plan Filed; Disclosures Approved
-------------------------------------------------------------
BankruptcyData reported that RDA Holding Co. filed with the U.S.
Bankruptcy Court a Second Amended Joint Chapter 11 Plan of
Reorganization and Amended Disclosure Statement.

According to the Disclosure Statement, treatment under the Plan is
as follows: holders of allowed general unsecured claims in such
sub-class will receive their pro rata share of the GUC
distribution; holders of allowed general unsecured claims of
Reader's Digest will also receive their pro rata share of the RDA
GUC distribution and the senior noteholder deficiency claims in
such sub-class shall be deemed waived solely for purposes of
participating in the GUC distribution and the RDA GUC
distribution, the report said, citing court documents.

The Court subsequently issued an order approving the Disclosure
Statement and scheduled a June 28, 2013 hearing to consider
confirming the Second Amended Joint Chapter 11 Plan of
Reorganization.

                      About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands.  For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013,
with an agreement with major stakeholders for a pre-negotiated
chapter 11 restructuring.  Under the plan, the Debtor will issue
the new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


REVEL AC: Incurs $332.9 Million Net Loss in 2012
------------------------------------------------
Revel AC, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$332.94 million on $153.17 million of net revenues for the year
ended Dec. 31, 2012, as compared with a net loss of $122.58
million on $0 of net revenues for the period from Feb. 7, 2011,
through Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.14 billion
in total assets, $1.50 billion in total liabilities and a $354.96
million total deficit.

Ernst & Young LLP, in Philadelphia, PA, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has incurred losses from operations, has a working
capital deficiency, and has filed a voluntary petition seeking to
reorganize under Chapter 11 of the federal bankruptcy laws.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

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

                        http://is.gd/8SswmV

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.

Already accepted by creditors, Revel's reorganization plan is
designed to reduce debt for borrowed money by 82 percent, from
$1.52 billion to $272 million. For a projected 19 percent
recovery, holders of an $896 million secured term loan are to
receive all the new equity. General unsecured creditors are to
be paid in full.


REVEL AC: U.S. Trustee Calls Foul on Chapter 11 Plan
----------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that hopes for a
speedy exit out of Chapter 11 for Revel AC Inc. may have hit a
snag Tuesday as the U.S. Trustee's Office objected to the Atlantic
City casino operator's bankruptcy plan, arguing that it shields
too many parties from liability.

According to the report, U.S. Trustee Roberta A. DeAngelis filed
her objection in New Jersey bankruptcy court, maintaining that the
list of entities that get a free pass in Revel's prepackaged
Chapter 11 plan needs to be substantially whittled down.

                            About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.

Already accepted by creditors, Revel's reorganization plan is
designed to reduce debt for borrowed money by 82 percent, from
$1.52 billion to $272 million. For a projected 19 percent
recovery, holders of an $896 million secured term loan are to
receive all the new equity. General unsecured creditors are to
be paid in full.


REVOLUTION DAIRY: Committee Taps Snell and Wilmer as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah authorized
Official Committee of Unsecured Creditors in the Chapter 11 cases
of Revolution Dairy, LLC, et al., to retain Snell and Wilmer
L.L.P. as its counsel.

                       About Revolution Dairy

Revolution Dairy LLC is one of the largest dairy farms in Utah.
Revolution Dairy and affiliate Highline Dairy, LLC, filed bare-
bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and
13-20771) in Salt Lake City on Jan. 27, 2013.  Each of the Debtors
estimated $10 million to $50 million in assets and liabilities.

Managers of Revolution and Highline -- Robert and Judith Bliss --
also sought Chapter 11 protection (Case No. 13-20772).

Revolution Dairy, LLC, is represented by Prince, Yeates &
Geldzahler.  Highline Dairy is represented by Parsons Kinghorn &
Harris.  Robert and Judith Bliss are represented by Berry & Tripp.

The Debtors have sought joint administration of their cases.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.  The Committee tapped to retain Snell and
Wilmer L.L.P. as its counsel.


REVOLUTION DAIRY: Taps Free and Olson to Appraise Collateral
------------------------------------------------------------
Revolution Dairy LLC, et al., last month filed documents asking
the U.S. Bankruptcy Court for the District of Utah for permission
to employ Free and Associates as real estate appraiser and
Erkelens and Olson as personalty appraiser to assist the Debtors
in evaluating and testifying as to the value of various items of
collateral.

The Debtors have agreed to a flat-rate fee structure with regard
to Free's preparation of an appraisal of multiple tracts (totaling
approximately 1,500 acres) of real property owned by the Debtors.
The fee agreed to is $12,000, which will be paid proportionately
by the Debtors on a per-cow basis.

The normal billing rates for professionals at Olson at the time of
the application range from $100 - $175 per hour.  It is
anticipated that Olson will seek compensation based on its normal
hourly rates in connection with the appraisal services provided,
and also reimbursement of actual, necessary out-of-pocket costs
incurred.  These amounts will also be split proportionately among
the Debtors on a per-cow basis.

To the best of the Debtors' knowledge, Free and Olson do not
represent or hold any interest adverse to the Debtor or the
estate.

                      About Revolution Dairy

Revolution Dairy LLC is one of the largest dairy farms in Utah.
Revolution Dairy and affiliate Highline Dairy, LLC, filed bare-
bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and
13-20771) in Salt Lake City on Jan. 27, 2013.  Each of the Debtors
estimated $10 million to $50 million in assets and liabilities.

Managers of Revolution and Highline -- Robert and Judith Bliss --
also sought Chapter 11 protection (Case No. 13-20772).

Revolution Dairy, LLC, is represented by Prince, Yeates &
Geldzahler.  Highline Dairy is represented by Parsons Kinghorn &
Harris.  Robert and Judith Bliss are represented by Berry & Tripp.

The Debtors have sought joint administration of their cases.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.  The Committee tapped to retain Snell and
Wilmer L.L.P. as its counsel.


ROBERTS LAND: Files 2nd Modification to Third Amended Joint Plan
----------------------------------------------------------------
Roberts Land & Timber Investment Corp. and Union Land & Timber
Corp. have filed with the U.S. Bankruptcy Court for the Middle
District of Florida a Second Modification to the Debtors' Third
Amended Joint Chapter 11 Plan of Reorganization.

The Second Modification to the Plan solely modifies Article 4.4 of
the Plan, pertaining to the treatment of Class 4: Farm Credit of
Florida, ACA.  The Second Modification to the Plan provides that
at the sole discretion sole and exclusive option of the Debtors,
which will be exercised prior to the conclusion of the
Confirmation Hearing, the Debtors will inform the Court of
their determination to elect to treat Farm Credit's Allowed
Class 4 Claim under Plan Treatment 1 or Plan Treatment 2.

                         Plan Treatment 1

On the Effective Date, in full satisfaction, release and discharge
of (i) all indebtedness owed to Farm Credit under the Woodstock
Loans and (ii) $2,000,000 of indebtedness owed to Farm Credit
under the Union Loan (in exchange for Farm Credit's receipt of
100% of the $6,000,000 Equity Cushion), Roberts Land will execute
and deliver to Farm Credit a special warranty deed in recordable
form, together with such additional papers and instruments as may
be required for title insurance purposes, transferring all of
Roberts Land's interest in and to the Woodstock Industrial Site.
Upon such transfer, each of the notes evidencing the Woodstock
Loans will be deemed paid in full and the Liens securing such
loans shall be deemed satisfied and released.

In addition to the transfer of the Woodstock Industrial Site to
Farm Credit, Roberts Land will repay to Farm Credit the amount
owing under the Union Loan (less $2,000,000) in quarterly
installments amortized for 20 years at a fixed rate of 3.5% per
annum with a balloon payment within 5 years from the Effective
Date.

                         Plan Treatment 2

On the Effective Date, in full satisfaction, release and discharge
of all indebtedness owed to Farm Credit under the Woodstock Loans,
Roberts Land will execute and deliver to Farm Credit a special
warranty deed in recordable form, together with such additional
papers and instruments as may be required for title
insurance purposes, transferring all of Roberts Land's interest in
and to the Woodstock Industrial Site.  Upon such transfer, each of
the notes evidencing the Woodstock Loans will be deemed paid in
full and the Liens securing such loans will be deemed satisfied
and released.

In addition to the transfer of the Woodstock Industrial Site to
Farm Credit, Roberts Land will repay to Farm Credit the amount
owing under the Union Loan in quarterly installments amortized for
20 years at a fixed rate of 3.5% per annum with a balloon payment
in 5 years from the Effective Date.

A copy of the Second Modification to the Third Amended Joint Plan
is available at http://bankrupt.com/misc/robertsland.doc199.pdf

A copy of the First Modification to the Third Amended Joint Plan
is available at http://bankrupt.com/misc/robertsland.doc108.pdf

A copy of the Third Amended Joint Plan is available at:

    http://bankrupt.com/misc/ROBERTSLAND_3rd_Amended_Plan.pdf

                       About Roberts Land

Roberts Land & Timber Investment Corp. filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 11-03851) in Jacksonville, Florida, on
May 25, 2011.  Affiliate Union Land & Timber Corp. also sought
Chapter 11 protection (Case No. 11-03853).

Andrew J. Decker, IV, Esq., and Anthony W. Chauncey, Esq., at The
Decker Law Firm, P.A., in Live Oak, Florida; and James H. Post,
Esq., at Smith Hulsey & Busey, in Jacksonville, Florida, serve as
counsel for the Chapter 11 Debtors.

The Debtors are real estate holding and development companies as
well as holder of private mortgages.  The Debtors receive income
from the sale and development of real estate, management of real
estate developments, mortgage receivables, cattle grazing leases
and hunting leases.

In its schedules, Roberts Land disclosed assets of $26.7 million
with debt totaling $12.2 million, all secured.  The principal
properties are 1,500 acres in Baker County, Florida and 3,300
acres in Union County, Florida.

In its schedules, Union Land disclosed $2,376,170 in assets and
$11,945,819 in liabilities as of the petition date.


ROTECH HEALTHCARE: DIP Hearing Delayed Upon Shareholder Objections
------------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a Delaware
bankruptcy judge on Tuesday pushed back a final hearing on Rotech
Healthcare Inc.'s $30 million debtor-in-possession facility after
counsel for the recently appointed shareholders committee
protested that they had not received enough information to assess
the loan.

According to the report, U.S. Bankruptcy Judge Peter J. Walsh had
been set to hear Rotech's DIP motion at the Tuesday-afternoon
hearing but agreed to delay final consideration by one week after
attorney Carmen H. Lonstein, representing the committee of equity
security holders, objected to the DIP facility motion.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

A hearing is scheduled for May 16 on approval of disclosure
materials explaining the plan.  The plan is supported by holders
of a majority of the first- and second-lien secured notes.  The
$290 million in 10.5 percent second-lien notes are to be exchanged
for the new equity.  Trade suppliers are to be paid in full, if
they agree to continue providing credit.  The existing $23.5
million term loan would be paid in full, and the $230 million in
10.75 percent first-lien notes will be amended.


ROTHSTEIN ROSENFELDT: 2nd Amended Plan Revises TD Bank Releases
---------------------------------------------------------------
Paul Brinkmann, writing for South Florida Business Journal,
reports that a second amended bankruptcy-exit plan for Rothstein
Rosenfeldt Adler was filed late Wednesday.  The second amended
plan adjusts the proposed releases granted to TD Bank to allow
some existing legal cases to continue.  The second amended plan
restates previous provisions requiring TD Bank to pay $72.3
million and granting the bank a future claim of $132 million -- if
other creditors are paid in full.

The report recounts U.S. Bankruptcy Judge Raymond Ray on April 12
denied a prior version of the plan.  That plan drew widespread
criticism for its treatment of TD Bank, mostly because the bank
was found to have aided Scott Rothstein's $1.4 billion Ponzi
scheme.

According to the report, the new proposed bar order would allow
existing litigation by Texas-based Coquina Investments and by the
so-called Razorback investors to proceed.  The Razorback group is
represented by Fort Lauderdale attorney William Scherer.

The report notes Akerman Senterfitt attorney Michael Goldberg is
named as the anticipated liquidating trustee in the plan.

According to the report, the direction of the RRA case is unclear
at this point, because there is also a pending motion to convert
it to a Chapter 7 liquidation.

                   About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.


SAN BERNARDINO: Has More Cash Than First Admitted, CalPERS Says
---------------------------------------------------------------
Tim Reid, writing for Reuters, reported that California's public
pension fund said on Tuesday that the bankrupt city of San
Bernardino has a lot more cash than it had previously disclosed
and more than enough money to pay off its debts to the retirement
system.

According to the Reuters report, when the city declared bankruptcy
the city said it was overwhelmed by pension debt and could barely
make payroll, and did not have the cash to keep current on its
payments to California Public Employees' Retirement System, or
Calpers, America's biggest public pension system with assets of
$256 billion. But a Calpers attorney asserted in a court hearing
on Tuesday that the city had $26.8 million in the bank as of
January of this year -- far more than the $4.2 million that the
city said it had on hand.

Reuters related that Calpers, which opposes San Bernardino's quest
for Chapter 9 bankruptcy protection, pegs the city's arrears so
far at $12 million, and says it will seek full repayment of the
debt. In an emailed statement, Calpers also said it will continue
to charge penalty interest.  Calpers said it remains opposed to
San Bernardino's bankruptcy application despite the city's
decision to resume payments to the fund.

In federal bankruptcy court on Tuesday, Michael Lubic, an attorney
for Calpers, said recent information provided by San Bernardino
showed "the city had a lot more money last year than anyone
thought," Reuters further related.  Lubic said that in court
filings made by the city as recently as March, the city stated it
only had $4.2 million cash-on-hand as of January.

"The real number is $26.8 million," Lubic told Meredith Jury, the
federal bankruptcy judge overseeing the case, Reuters cited.

After the hearing, Lubic told Reuters he had based the $26.8
million figure on a legal declaration made last month about the
city's finances by Michael Busch, a financial consultant who has
been hired by the city to manage the bankruptcy, the report said.

"There are materially different numbers that are coming out,"
Lubic told the judge. "Calpers believes there is sufficient cash
to pay Calpers and its other administrative claims."

                   About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SCHOOL SPECIALTY: Has Until May 13 to Find Exit Financing
---------------------------------------------------------
BankruptcyData reported that School Specialty filed with the U.S.
Bankruptcy Court a motion for an order authorizing the Debtors to
amend their ABL D.I.P. facility for a third time.

The proposed amendment revises the milestone by which the Debtors
are to find exit financing to May 13, 2013 and increases the fee
to amend the credit agreement from $100,000 to $200,000, the
report related.

As previously reported by The Troubled Company Reporter, the
amendment also provided that the Debtors are not required to
obtain an order confirming the Plan until May 21, 2013.  In
exchange for the amendment of the milestones, the ABL DIP Lenders
required certain conditions, including payment of a $100,000
amendment fee payable on June 1, 2013, only in the event that the
ABL DIP Obligations are not paid in full in cash on or before May
31, 2013.

The Court scheduled a May 20, 2013 hearing on the matter.

                      About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013.  The petition estimated
assets of $494.5 million and debt of $394.6 million.

The Debtors are represented by lawyers at Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP.
Alvarez & Marsal North America LLC is the restructuring advisor
and Perella Weinberg Partners LP is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The ABL Lenders are represented by lawyers at Goldberg Kohn and
Richards, Layton and Finger, P.A.  The Ad Hoc DIP Lenders led by
U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan
LLP, and Duane Morris LLP.  The lending consortium consists of
some of the holders of School Specialty Inc.'s 3.75% Convertible
Subordinated Notes Due 2026.

The Official Committee of Unsecured Creditors appointed in the
case is represented by lawyers at Brown Rudnick LLP and Venable
LLP.

Bayside is represented by Pepper Hamilton LLP and Akin Gump
Strauss Hauer & Feld LLP.

School Specialty in April 2013 decided to reorganize rather than
sell.  The company filed a so-called dual track plan that called
for selling the business at auction on May 8 or reorganizing while
giving stock to lenders and unsecured creditors.  The company
later served a notice that the auction was canceled and the plan
would proceed by swapping debt for stock to be owned by lenders,
noteholders, and unsecured creditors.


SIERRA NEGRA: Plan Outline Denied; Court Wants Plan Revised
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has denied
approval of the First Amended Disclosure Statement filed by Sierra
Negra Ranch, LLC, in support of its First Amended Plan of
Reorganization filed April 5, 2013.

The Court ordered the Debtor to file a further amended Plan and a
further amended Disclosure Statement that reflects the "ride
through" treatment of the Infrastructure Agreement (with Global
Water Resources, Inc.) in the alternative.

                             The Plan

According to the First Amended Disclosure Statement, the Plan
provides that the Global Secured Claim ($2,802,156) plus
attorneys' fees and costs will receive on account of its claim
interest-only payments on the Allowed Global Secured Claim at the
Global Restated Interest Rate.

Each allowed other secured claim will be paid in full in cash or
otherwise left unimpaired by Debtor or Reorganized Debtor.

Priority unsecured claims, if any, will be paid in full in cash.

Except to the extent that a creditor with an allowed general
unsecured claim agrees to less favorable treatment, each creditor
with an Allowed General Unsecured Claim, will, in full and final
satisfaction of the claim, be paid in full in cash, plus post-
Effective Date interest at the Unsecured Interest Rate.

On the Effective Date, the holders of Equity Securities of the
Debtor will retain all of their legal interests.

In order to satisfy the monetary obligations due under this Plan
together with operational and working capital needs of the
Reorganized Debtor, Reorganized Debtor will use Sale Proceeds,
proceeds from leases of the Real Property and the proceeds of the
Offering.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/SIERRA_NEGRA_ds_1amended.pdf

                      About Sierra Negra Ranch

Las Vegas, Nevada-based Sierra Negra Ranch, LLC, is a limited
liability company organized in November 2004 to purchase an
aggregate of approximately 2,757.5 acres of undeveloped land in
the Tonopah area of incorporated Maricopa County, west of Phoenix,
Arizona.  It filed a bare-bones Chapter 11 petition (Bankr. D.
Nev. Case No. 12-19649) in Las Vegas on Aug. 21, 2012.  Candace C.
Clark, Esq., and Gerald M. Gordon, Esq., at Gordon Silver, in Las
Vegas, Nev., represent the Debtor as counsel.

In its amended schedules, the Debtor disclosed $26,197,986 in
total assets and $4,801,931 in total liabilities.  The Debtor is
"Single Asset Real Estate" as defined in 11 U.S.C. Sec 101(51B)
and its asset is located in Maricopa County, Arizona.


SINCLAIR BROADCAST: Files Form 10-Q, Posts $16.8MM Income in Q1
---------------------------------------------------------------
Sinclair Broadcast Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $16.87 million on $282.61 million of total revenues
for the three months ended March 31, 2013, as compared with net
income of $29.07 million on $222.37 million of total revenues for
the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $2.73
billion in total assets, $2.83 billion in total liabilities and a
$97.28 million total deficit.

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

                        http://is.gd/b9BuyJ

                Prices 18MM Common Stock Offering

Sinclair Broadcast has priced an underwritten public offering of
18 million primary shares of Class A common stock at a price to
the public of $27.25 per share.  Certain selling stockholders also
granted the underwriters a 30-day option to purchase up to an
additional 2.7 million shares of Class A common stock on the same
terms and conditions.  The offering is expected to close on May 7,
2013, subject to customary closing conditions.  The net proceeds
are intended to fund pending and future potential acquisitions and
for general corporate purposes.

Wells Fargo Securities and J.P. Morgan acted as joint book-running
managers for the offering.  Deutsche Bank, RBC Capital Markets,
and SunTrust Robinson Humphrey acted as co-managers of the
offering.

The Class A shares were offered pursuant to an effective shelf
registration statement previously filed with the Securities and
Exchange Commission.

The amount of shares offered is greater than the 14 million shares
originally announced on April 29.

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

"Any insolvency or bankruptcy proceeding relating to Cunningham,
one of our LMA partners, would cause a default and potential
acceleration under the Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of our seven LMAs
with Cunningham, which would negatively affect our financial
condition and results of operations," the Company said in its
annual report for the period ended Dec. 31, 2012.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Sinclair to 'BB-'
from 'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments.
Moody's also assigned a B2 (LGD 5, 87%) rating to the proposed
$250 million issuance of Senior Unsecured Notes due 2018 by STG.
The Speculative Grade Liquidity Rating remains unchanged at SGL-2.
The rating outlook is now stable.


SITEL WORLDWIDE: S&P Revises Outlook to Neg. & Affirms 'B' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Nashville-based SITEL Worldwide Corp. to negative from stable and
affirmed the 'B' corporate credit rating.

In addition, S&P affirmed its 'B' issue-level rating on the
company's senior secured facilities.  The recovery rating remains
'3', indicating expectations of meaningful (50% to 70%) recovery
in the event of a payment default.  S&P also affirmed the 'B-'
issue-level rating on the senior unsecured notes.  The recovery
rating of '5' is unchanged and indicates expectations of modest
(10% to 30%) recovery in the event of payment default.

"The outlook revision is based on our expectation that the
company's operating results could result in a continuation of
less-than-adequate covenant headroom over the near term," said
Standard & Poor's credit analyst Jacob Schlanger.

The ratings on SITEL reflect S&P's expectation that revenue will
stabilize at current levels because of ongoing investments and
enhancements to its sales and marketing process.  S&P also
estimates that EBITDA and financial leverage ratios will remain
relatively stable over the next 12 months as the company continues
to successfully rationalize operating expenses.  In addition, S&P
expects free cash flow to turn positive by the end of fiscal 2013
(it was a negative $14.2 million for the 12 months ended
March, 31, 2013 (including S&P's adjustments for operating
leases))and sustained thereafter.  The improvement is largely due
to reduced restructuring costs.

SITEL is one of the larger providers of outsourced customer care
services to a broad array of end markets globally.  A high degree
of fragmentation, competitiveness, low barriers to entry, and
positive correlation with global economic conditions characterize
the industry.  As a result, S&P views SITELl's business risk as
"weak".  Management and governance is "fair" in S&P's assessment.

The negative outlook reflects S&P's expectations that covenant
headroom will remain limited, although earnings growth could
restore adequate headroom over the next few quarters.  If SITEL
restores and sustains adequate headroom from the current 7% level,
S&P would revise the outlook to stable.  However, if operating
results worsen and lead to continued compressed covenant cushion
or if the company does not reduce in leverage from the current
7.3x over the next 12 to 18 months, S&P could lower the rating.


SMART ONLINE: Amir Elbaz Succeeds Robert Brinson as CEO
-------------------------------------------------------
Robert Brinson, Jr., announced that he would not stand for re-
election to the board of directors of the Company, or the Board,
at the end of his annual term.  Mr. Brinson will remain a director
until the Company's 2013 annual meeting of stockholders.

Also on April, 22, 2013, Mr. Brinson announced his resignation
from his position as chief executive officer of the Company,
effective April 30, 2013.  Mr. Brinson will continue to serve as a
strategic advisor to the Company under a consulting arrangement,
the terms of which have not been finalized as of May 7, 2013.

On April 22, 2013, the Board appointed its current Chairman of the
Board, Amir Elbaz, age 36, to serve as CEO of the Company,
effective May 1, 2013.  During his tenure as a Board member and
the Chairman, Mr. Elbaz has been actively involved in the
operations of the Company.  Mr. Elbaz has served on the Company's
Board since January 2010 and as the Chairman of the Board since
November 2012.  Mr. Elbaz currently serves as Chief Executive
Officer of two companies in the technology and media sectors.  Mr.
Elbaz also advises technology and renewable energy companies on
business strategy, restructuring and business development
initiatives.

Mr. Elbaz served as the Executive Vice President & Chief Financial
Officer of Lithium Technology Corporation until November 2008.
Mr. Elbaz joined LTC in 2006 to oversee finances and marketing, as
well as business development.  Prior to joining LTC, Mr. Elbaz
served as a Senior Associate of Arch Hill Capital NV, a Dutch
venture firm, from 2005-2006.  During 2004 and most of 2005, Mr.
Elbaz served as Vice President of Corporate Finance at Yorkville
Advisors, where Mr. Elbaz sourced, structured and managed
investments in more than a dozen public and private companies.
Prior to joining Yorkville Advisors, Mr. Elbaz served for several
years as an analyst with the Economic Department in the
Procurement Mission of the Israeli Ministry of Defense in New York
City.  In that capacity, Mr. Elbaz co-headed multi-million dollar
negotiations with first tier technology companies, and was in
charge of the financial aspects of the day-to-day operations. Mr.
Elbaz holds a B.A. from the University of Haifa, Israel, and an
MBA in Finance & Investments from Bernard Baruch College, CUNY,
New York.  Following his MBA graduation, Mr. Elbaz was elected to
the International Honorary Finance Society of Beta Gamma Sigma.

There are no transactions in which Mr. Elbaz has an interest
requiring disclosure under Item 404(a) of Regulation S-K.

On April 22, 2013, Mr. Dror Zoreff, also announced that he would
not stand for re-election to the Board.  Mr. Zoreff served on the
Corporate Governance and Nominating Committee.  Mr. Zoreff will
remain a director until new members are elected at the 2013 annual
meeting of stockholders.

                        About Smart Online

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS/PaaS model.  The Company
also provides Web site and mobile consulting services to not-for-
profit organizations and businesses.

Smart Online disclosed a net loss of $4.39 million in 2012, as
compared with a net loss of $3.54 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $1.25 million in total
assets, $28.41 million in total liabilities, and a $27.16 million
total stockholders' deficit.

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


SMART ONLINE: Sells Add'l $400,000 Convertible Secured Note
-----------------------------------------------------------
Smart Online, Inc., sold an additional convertible secured
subordinated note due Nov. 14, 2016, in the principal amount of
$400,000, to a current noteholder.  The Company is obligated to
pay interest on the New Note at an annualized rate of 8% payable
in quarterly installments commencing Aug. 1, 2013.  The Company is
not permitted to prepay the New Note without approval of the
holders of at least a majority of the aggregate principal amount
of the Notes then outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

The sale of the New Note was made pursuant to an exemption from
registration in reliance on Section 4(a)(2) of the Securities Act
of 1933, as amended.

On May 2, 2013, the Company's Board of Directors voted to dissolve
its Audit Committee, Compensation Committee and Corporate
Governance and Nominating Committee.  In reaching its decision,
the Board noted that the number of Board members is expected to
decrease from five to three, as two of the current Board members
are not standing for re-election to the Board and there would not
be a sufficient number of Board members to justify separate
standing committees.  Additionally, the Company is currently not
subject to listing standards that would otherwise require the
establishment of these standing committees.  In the event that the
Board adds additional members who can bring skills and
professional connections that can benefit the Company, the Board
will reconsider establishing these committees.

                         About Smart Online

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS/PaaS model.  The Company
also provides Web site and mobile consulting services to not-for-
profit organizations and businesses.

Smart Online disclosed a net loss of $4.39 million in 2012, as
compared with a net loss of $3.54 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $1.25 million in total
assets, $28.41 million in total liabilities, and a $27.16 million
total stockholders' deficit.

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


SONDE RESOURCES: Reports C$5.4-Mil. Net Loss in Q1 2013
-------------------------------------------------------
Sonde Resources Corp. reported a net loss of C$5.4 million on
C$6.8 million of revenue for the three months ended March 31,
2013, compared with net income of C$55.5 million on C$7.3 million
of revenue for the same period last year.

In 2012, cash flow was augmented by the Feb. 8, 2012 sale of
24,383 net acres of undeveloped land in the Kaybob Duvernary play
in Central Alberta for cash proceeds of $75 million, resulting in
a gain of 73.4 million.

The Company's balance sheet at Dec. 31, 2012, showed
C$181.7 million in total assets, C$37.3 million in total
liabilities, and stockholders' equity of C$144.4 million.

According to the Company's regulatory filing with the U.S.
Securities and Exchange Commission, the Company on Dec. 27, 2012,
entered into a farm-out agreement with Viking Energy North Africa
Limited covering the Joint Oil Block.  This pending farm-out is
subject to the following conditions:

  * Viking (or one of its affiliates) provides Sonde with a
corporate guarantee sufficient to offset the current
US$45.0 million guarantee for the potential penalties in respect
of the three well drilling commitment and 3D seismic; and

  * Joint Oil consents to the transfer of the interest to Viking
as a second party to the EPSA and the naming of Viking as Operator
of the Joint Oil Block under the EPSA.

The Company said: "Whether the transaction with Viking closes or
not is uncertain.  This uncertainty casts substantial doubt about
the Company's ability to continue as a going concern.  The Company
has submitted the farm-out to Joint Oil for approval which was
conditionally received on May 3, 2013.  The farm-out agreement can
be terminated after June 7, 2013, unless extended by mutual
consent."

A copy of the Form 6-K filing is available at http://is.gd/QBHp4p

Sonde Resources Corp. (TSX: SOQ) (NYSE MKT: SOQ) --
http://www.sonderesources.com/-- is a Calgary, Alberta, Canada
based energy company engaged in the exploration and production of
oil and natural gas.  Its operations are located in Western
Canada, and offshore North Africa.


SOUTH LAKES DAIRY: Committee Says Plan Outline Inadequate
---------------------------------------------------------
The Official Committee of Unsecured Creditors of South Lakes Dairy
Farm objects to the approval of the Disclosure Statement filed by
the Debtor on March 21, 2013, in support of the Debtor's Plan of
Reorganization dated March 20, 2013, citing that the Disclosure
Statement lacks adequate information as required under the
Bankruptcy Code, and should therefore not be approved by the
Court.

The Committee presented these arguments:

   A. The Disclosure Statement Does Not Adequately Disclose
      Issues Regarding the Debtor's Real Property Lease.

   B. The Debtor Does Not Disclose How It Intends On Paying
      Wells Fargo In Full Thirty-Six Months From The Effective
      Date.

   C. The Assumptions In The Liquidation Analysis Are Not
      Disclosed.

   D. The Disclosure Statement Does Not Account For Unanticipated
      Profits.

   E. The Plan Is Clearly Not Confirmable As Filed As It Violates
      The Absolute Priority Rule.

A copy of the Committee's Opposition to the Debtor's Disclosure
Statement Dated March 20, 2013, is available at:

          http://bankrupt.com/misc/southlakes.doc319.pdf

As reported in the TCR on April 23, 2013, the Debtor's Plan
contemplates that the Debtor will continue to operate its
dairy business after confirmation.  According to the Disclosure
Statement, the Debtor will make payments to its secured claimants,
allowed convenience claims, which consist of allowed general
unsecured claims of $3,500 or less, and general unsecured claims
in excess of $3,500 under the Plan from its operating income.

Wells Fargo Bank's secured claim, which totals $16,536, 307, will
be paid $238,003 per month.  Wells Fargo's claim will accrue
interest at the rate of prime, plus 2% per annum, and will be
amortized over 84 months.  Golden State and J.D. Heiskell will
retain their liens, but the value of their secured claims will be
zero.  The claims held by Seley and Cargill will be reconveyed or
avoided or that the Debtor will seek to value the creditors'
interest in its collateral at $0 based on the senior debt held by
Wells Fargo.  Volvo Financial Services' secured claim, which total
$134,888, will be paid $4,100 per month, and will accrue interest
at the rate of 4% per annum and will be amortized and paid over
three years.

The Debtor believes that the income received from current
operations will be sufficient to repay about 14% of its unsecured
claims.  Payments on the convenience class of general unsecured
claims will be paid a pro rata share of $4,000 within 30 days of
the effective date of the Plan.  The general unsecured claims in
excess of $3,500 will be paid $1.2 million pro-rata over a period
of five years through a pro-rata disbursement of $20,000 per
month.  The general unsecured claims in excess of $3,500 will
receive net proceeds, if any, of any preference or fraudulent
conveyance recoveries in addition to the $1.2 million.

A full-text copy of the Disclosure Statement dated March 21, 2013,
is available for free at:

         http://bankrupt.com/misc/SOUTHLAKESds0321.pdf

                      About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle4 and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012.  The Debtor said it has
$1.97 million in accounts receivable charged to Dairy Farmers of
America on account of milk proceeds, and that it has cattle worth
$12.06 million.  The farm owes $12.7 million to Wells Fargo Bank
on a secured note.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

August B. Landis, the Acting U.S. Trustee for Region 17, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  Ronald A. Clifford, Esq., and Scott E. Blakely, Esq.,
at Blakeley & Blakeley LLP, in Irvine, Calif., represent the
Committee as counsel.

In its amended schedules, the Debtor disclosed $25,281,583 in
assets and $26,193,406 in liabilities as of the Petition Date.


SPENDSMART PAYMENTS: Amends Articles of Incorporation
-----------------------------------------------------
The SpendSmart Payments Company filed an amendment to its Articles
of Incorporation on May 2, 2013.  The Amendment was filed due to a
scrivener's error relating to the exercise price of the Series A
Preferred Stock.  In that regard, the exercise price for the
Series A Preferred Stock was amended to reflect an exercise price
of $4.95 per share.  A copy of the Amendment is available for free
at http://is.gd/7dJVAa

               About The SpendSmart Payments Company

The SpendSmart Payments Company, Inc. (OTCQB: SSPC) -- Making
Money Smarter -- is developing a number of payment solution
options to serve the specific needs of a range of demographic
groups both in the U.S. and internationally.  The Company's
payment card products include a card solution for parents who want
to help their teens develop smart spending habits.  This card is
an instantly trackable, reloadable MasterCard prepaid card that
lets parents and teens track spending in real time.  Features
include the ability to instantly lock, unlock and reload the card
at any time; text alerts to parents and teens showing real-time
transaction details with each purchase; and the freedom and
security of a MasterCard prepaid card without the risk of
overdrafts, accruing debt or affecting credit scores.  The
SpendSmart Payments Company provides parents with a modern way to
help teach their teens financial responsibility, when it counts.

BillMyParents incurred a net loss and comprehensive net loss of
$25.71 million for the year ended Sept. 30, 2012, compared with a
net loss and comprehensive net loss of $14.21 million during the
prior year.

BDO USA, LLP, in La Jolla, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred net losses since inception and has an
accumulated deficit at Sept. 30, 2012.

The Company's balance sheet at Dec. 31, 2012, showed $6.80 million
in total assets, $18.13 million in total liabilities, all current,
$8.36 million in redeemable series B convertible preferred stock,
$1.03 million in redeemable common stock, and a $20.73 million
total stockholders' deficit.

SPRINGLEAF FINANCE: Moody's Changes Ratings Outlook to Positive
---------------------------------------------------------------
Moody's Investors Service affirmed Springleaf Finance
Corporation's Caa1 senior unsecured and corporate family ratings
and revised its rating outlook to positive from negative.

Ratings Rationale:

Affirmation of Springleaf's Caa1 corporate family rating reflects
its still evolving operating and funding strategies, limited
market access and alternate liquidity sources, and uncertain
prospects for returning to sustainable levels of profitability.
The positive outlook recognizes Springleaf's improved liquidity
position, the result of securitizations of mortgage and personal
loan receivables, cash flow from portfolio runoff, and repayment
of maturing debt. Moody's expects that Springleaf will further
improve its liquidity and financial performance as it implements
its operating and funding strategies, but the related execution
risks remain high.

In February, Springleaf issued its first securitization of
personal loans, a critical step in establishing a funding source
for its core consumer finance business. Springleaf has also
completed four securitizations of mortgage receivables in the past
year, each time extending a liquidity bridge that enabled the
company to repay maturing legacy unsecured debt and originate new
loan volumes. Proceeds of the recent April mortgage securitization
were used to reduce the outstanding balance of the company's
secured term loan, which lowered borrowing costs, reduced
encumbered assets, and extended average debt maturities. Moody's
estimates that Springleaf's strong cash balances, cash generated
from real estate portfolio runoff, and operating cash flow
provides a liquidity runway of about six quarters. If the firm is
able to issue additional securitizations and expand its market
access, it could materially extend its liquidity runway,
particularly given that debt maturities in 2014, 2015 and 2016 are
significantly lower than during the past few years.

Springleaf's liquidity position is constrained by a high reliance
on secured funding, a lack of committed backup credit lines, and
uncertain access to the debt capital markets given the nonprime
and subprime composition of its receivables and string of
operating losses.

Springleaf has continued to record operating losses, though the
magnitude has gradually diminished. Losses since 2008 have
reflected poor asset quality performance in home lending, brought
on by the recession and housing market collapse, and by declining
portfolio yields and high borrowing costs that compressed net
interest margin. In early 2012, Springleaf ceased origination of
new mortgage loans, focusing instead on its higher yielding
personal loan business. As the mortgage portfolio ages and credit
quality issues stabilize, and as mortgage balances run-off and the
personal loan portfolio grows, average yield on earning assets and
operating margin should increase. Springleaf's recent performance
has been aided by efforts to rationalize operating costs,
including the closure of non-core and under-performing branches.
Key to near-term performance improvement is a reduction in
interest expense, which is contingent on the firm's success in
executing its funding plan, including further reducing both debt
levels and the average cost of borrowing. However, operating
results are likely to continue to be compressed in the
intermediate term while the company continues to work through
portfolio credit performance and funding issues. Additionally, the
non-prime and sub-prime characteristics of Springleaf's consumer
loan business result in high expected earnings volatility, which
is a longer-term credit constraint.

Springleaf's long-term ratings could be upgraded if the company
strengthens its market access and liquidity runway and returns
operations to sustainable profitability, while also decreasing
leverage. Conversely, ratings could be downgraded if Springleaf is
unable to execute a funding strategy that leads to a sustainable
improvement in its liquidity position or if its prospects for
performance improvement materially weaken.

A summary of the action follows:

Springleaf Finance Corporation:

Corporate Family: affirmed at Caa1

Senior Unsecured: affirmed at Caa1

Commercial Paper: affirmed at Not Prime

Rating outlook: revised to positive from negative

Springleaf Finance, Inc.:

Commercial Paper: affirmed at Not Prime

Springleaf Financial Funding Company:

Backed Senior Secured Bank Loan: affirmed at B3

Rating outlook: revised to positive from negative

AGFC Capital Trust I:

Preferred Stock: affirmed at Caa3

Rating outlook: revised to positive from negative

CommoLoCo, Inc.:

Backed Commercial Paper: affirmed at Not Prime

The principal methodology used in these ratings was Finance
Company Global Rating Methodology published in March 2012.

Springleaf Finance Corporation, headquartered in Evansville,
Indiana, provides consumer finance and credit insurance products
to consumers through a multi-state branch network.


SPRINT NEXTEL: Files Form 10-Q, Incurs $643MM Net Loss in Q1
------------------------------------------------------------
Sprint Nextel Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $643 million on $8.79 billion of net operating
revenues for the three months ended March 31, 2013, as compared
with a net loss of $863 million on $8.73 billion of net operating
revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed
$50.75 billion in total assets, $44.28 billion in total
liabilities, and $6.47 billion in total shareholders' equity.

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

                        http://is.gd/58bhGv

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

Sprint Nextel incurred a net loss of $4.32 million in 2012, a net
loss of $2.89 million in 2011, and a net loss of $3.46 million in
2010.

                        Bankruptcy Warning

"If the Merger Agreement terminates and we are unable to raise
sufficient additional capital to fulfill our funding needs in a
timely manner, or we fail to generate sufficient additional
revenue from our wholesale and retail businesses to meet our
obligations beyond the next twelve months, our business prospects,
financial condition and results of operations will likely be
materially and adversely affected, substantial doubt may arise
about our ability to continue as a going concern and we will be
forced to consider all available alternatives, including a
financial restructuring, which could include seeking protection
under the provisions of the United States Bankruptcy Code," the
Company said in its annual report for the period ended Dec. 31,
2012.

On Dec. 17, 2012, the Company entered into an agreement and plan
of merger pursuant to which Sprint agreed to acquire all of the
outstanding shares of Clearwire Corporation Class A and Class B
common stock not currently owned by Sprint, SOFTBANK CORP., which
or their affiliates.  At the closing, the outstanding shares of
common stock will be canceled and converted automatically into the
right to receive $2.97 per share in cash, without interest.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


SPUR ON DOLTON: S&P Cuts Rating on GO Debt to 'BB'
--------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) to 'BB' from 'A-' on Dolton, Ill.'s general obligation (GO)
debt.  The outlook is negative.

"The rating action is based on our view of the village's low
liquidity, low unreserved general fund balance, and projections of
further general fund drawdowns and increased loans to those
funds," said Standard & Poor's credit analyst Jennifer Boyd.

The negative outlook reflects S&P's view of the village's reliance
on monthly cash receipts for cash flow and the structural
imbalance in its general fund with a continued need for the
general fund to subsidize other funds.


T-L BRYWOOD: Has Access to Cash Collateral Until May 31
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
in a interim order signed early last month, entered an order
authorizing T-L Brywood's continued access to cash collateral
until May 31, 2013.

In return for the Debtors' continued interim use of the cash
collateral, The Private Bank and Trust Company is granted the
following adequate protection for its purported secured interest:

   1. the Debtor will permit the lender to inspect the Debtor's
book and records;

   2. the Debtor will maintain and pay premiums for insurance to
cover all of its assets from fire, theft and water damage;

   3. the Debtor will properly maintain the properties in good
repair and properly manage the property; and

   4. the lender is granted security interests in the Debtor's
postpetition assets.

A hearing to consider further use of cash collateral is slated for
May 28 at 10 a.m.

                       About T-L Brywood LLC

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12, 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants. The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.


TCI COURTYARD: June 13 Hearing on Trust' Claim Objections
---------------------------------------------------------
The U.S. Bankruptcy for the Northern District of Texas has denied
the motion of Wells Fargo Bank f/k/a Wells Fargo Bank Minnesota,
N.A., as Trustee for the Registered Holders of J.P. Morgan Chase
Commercial Mortgage Securities Corp., Commercial Mortgage Pass-
Through Certificates Series 2001-C1 (the "Trust"), to continue the
confirmation hearing for the Amended Plan to the extent that it
involves the amount of the Trust's Claim or the value of the
Debtor's Property.

The hearing to consider the Trust's objections to the Claims of
Tacco Financial, Inc., and H198, LLC, will be held on June 13,
2013, at 9:30 a.m.  According to papers filed with the Court, the
large unsecured claims scheduled on behalf of Tacco Financial,
Inc., and H198, LLC, are insider equity claims and are
disqualified from voting as explained at length in the Trust's
objection to Confirmation.

With respect to the Debtor's objection to the claims of Wells
Fargo, the hearing will be continued until June 13 beginning at
9:30 a.m.

                        About TCI Courtyard

Dallas, Texas-based TCI Courtyard, Inc., dba Quail Hollow
Apartments, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
No. 12-37284) on Nov. 15, 2012.  Judge Stacey G. Jernigan presides
over the case.  Eric A. Liepins, Esq., at Eric A. Liepins, P.C.,
in Dallas, serves as the Debtor's counsel.  In its petition, the
Debtor scheduled $13,790,254 in assets and $15,964,116 in
liabilities.  The petition was signed by Steven Shelley, vice
president.

The Debtor owns a 200-unit apartment in Holland, Ohio known as
Quail Hollow at the Lakes.

According to the Troubled Company Reporter's records, TCI
Courtyard previously filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 11-34977) on Aug. 1, 2011.  The Liepins firm also served
as counsel in the previous case.  The Debtor estimated assets of
up to $10 million and debts of up to $50 million in the 2011
petition.


TCI COURTYARD: Confirmation Hearing Adjourned to June 13
--------------------------------------------------------
The Bankruptcy Court has approved the Amended Disclosure Statement
for TCI Courtyard, Inc.'s Amended Plan of Reorganization dated
March 4, 2013.

The confirmation hearing is continued to June 13, 2013, at 9:30
a.m. to hear evidence of the sole remaining confirmation issue of
the size of lenders deficiency claim.

As reported in TCR on April 3, 2013, the Debtor filed with the
Bankruptcy Court for the Northern District of Texas on March 5,
2013, an amended disclosure statement in support of its Amended
Plan of Reorganization dated March 4, 2013.  Pursuant to the Plan,
the Debtor purposes to restructure the current indebtedness and
continue its operations of the Property and to provide a dividend
to the unsecured creditors of the Debtor.

Pursuant to the Amended Plan, the debt to Wells Fargo Bank in the
amount of approximately $11,107,039 as of the Petition Date, will
be amortized over 300 monthly payments but will be payable
commencing on the Effective Date in 59 equal monthly payments of
$78,502.24 and one payment on the 60th month after the Effective
Date of all outstanding principal and interest.

The Allowed Unsecured Creditors of $10,000 or less (Class 4) will
be paid 100% of their Allowed Claim in two equal payments.  The
first payment will be on the Effective Date and the second payment
will be 30 days later.  The Class 4 creditors should not exceed
$15,000.

The Allowed Claims of Unsecured Creditors of $10,001 or more
(Class 5) will receive their pro rata portion of payments made by
the Debtor into the Class 5 Creditors Pool.  The Debtor will make
60 equal monthly payments commencing on the Effective Date in an
amount of 50% of all excess income after operating expenses and
payments to classes Class 2, 3 and 4.  Based upon the Debtor's
projections the Class 5 Creditors will receive approximately 10%
on their allowed claims.

Class 6 (Current Equity Holders) will retain their current
ownership interests.

The Debtor has transferred funds to its parent company in the
amount of approximately $457,000.  The Debtor's payments was for
monies lent, however, the parent company has agreed to refund
those funds to the Debtor over the life of the Plan in 60 equal
payments of $7,650 commencing on the Effective Date.  The funds
will be used by the Debtor to maintain the property during the
course of the Plan and to provide any needed funds for payments to
creditors in the event of an unexpected shortfall for the rental
revenues.

A copy of the amended disclosure statement for the Debtor's
Amended Plan of Reorganization is available at:

         http://bankrupt.com/misc/tcicourtyard.doc47.pdf

                        About TCI Courtyard

Dallas, Texas-based TCI Courtyard, Inc., dba Quail Hollow
Apartments, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
No. 12-37284) on Nov. 15, 2012.  Judge Stacey G. Jernigan presides
over the case.  Eric A. Liepins, Esq., at Eric A. Liepins, P.C.,
in Dallas, serves as the Debtor's counsel.  In its petition, the
Debtor scheduled $13,790,254 in assets and $15,964,116 in
liabilities.  The petition was signed by Steven Shelley, vice
president.

The Debtor owns a 200-unit apartment in Holland, Ohio known as
Quail Hollow at the Lakes.

According to the Troubled Company Reporter's records, TCI
Courtyard previously filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 11-34977) on Aug. 1, 2011.  The Liepins firm also served
as counsel in the previous case.  The Debtor estimated assets of
up to $10 million and debts of up to $50 million in the 2011
petition.


TELESAT CANADA: Notes Redemption No Impact on Moody's B1 Rating
---------------------------------------------------------------
Moody's Investors Service said Telesat Canada's (Telesat; B1,
Stable) redemption of its 12.5% senior subordinated notes with
cash is credit-positive and ratings-neutral.

The principal methodology used in rating Telesat Canada was the
Global Communications Infrastructure 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.

Headquartered in Ottawa, Ontario, Canada, Telesat Canada is the
world's fourth largest provider of fixed satellite services. The
company's fourteen geosynchronous in-orbit satellites are
concentrated in the Americas. Telesat also has interests in the
Canadian payload on Viasat-1 (launched in December of 2011), and
manages operations of additional satellites for third parties.


THERAPEUTICSMD INC: Brian Bernick Held 8.2% Stake as of May 1
-------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Brian Bernick and B.F. Investment Enterprises, Ltd.,
an entity controlled by Mr. Bernick, disclosed that, as of May 1,
2013, they beneficially owned 10,904,049 shares of common stock of
TherapeuticsMD, Inc., representing 8.2% of the shares outstanding.
A copy of the filing is available at http://is.gd/OQTzZ1

                        About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.  The Company's balance sheet at
Dec. 31, 2012, showed $5.8 million in total assets, $7.2 million
in total liabilities, and a stockholders' deficit of $1.4 million.


THERAPEUTICSMD INC: John Milligan Held 7.3% Stake as of May 1
-------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, John C.K. Milligan, IV, disclosed that, as of May 1,
2013, he beneficially owned 9,885,645 shares of common stock of
TherapeuticsMD, Inc., representing 7.34% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/ijqqIz

                        About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.  The Company's balance sheet at
Dec. 31, 2012, showed $5.8 million in total assets, $7.2 million
in total liabilities, and a stockholders' deficit of $1.4 million.


THQ INC: Edwards Wildman Okayed as Special IP & Contracts Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
THQ Inc. and its debtor-affiliates to employ Edwards Wildman
Palmer LLP as special intellectual property and contracts counsel.

As reported in the Troubled Company Reporter on April 9, 2013,
Edwards Wildman Palmer will be paid according to the firm's hourly
rates and reimbursed for any necessary out-of-pocket expenses.
The firm assured the Court that it is a "disinterested person" as
the term is defined in the Bankruptcy Code.

                          About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.

Before bankruptcy, Clearlake signed a contract to buy Agoura THQ
for a price said to be worth $60 million.  After a 22-hour auction
with 10 bidders, the top offers brought a combined $72 million
from several buyers who will split up the company. Judge Walrath
approved the sales in January.  Some of the assets didn't sell,
including properties the company said could be worth about $29
million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


THQ INC: May 30 Hearing on Adequacy of Disclosure Statement
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on May 30, 2013, at 10:30 a.m., to consider
adequacy of the Disclosure Statement explaining THQ Inc., et al.'s
proposed Chapter 11 Plan.  Objections, if any, are due May 23.

THQ sold most of the business to five buyers in January to
generate $72 million.  THQ filed a proposed liquidating Chapter 11
plan with as little as 19.9 percent or as much as 51.9 percent for
unsecured creditors with $143 million to $184 million in claims,
according to Bill Rochelle, the bankruptcy columnist for Bloomberg
News.  The explanatory disclosure statement filed along with the
plan on April 19 explained that the main swing factor for recovery
by unsecured creditors is the $107 million claim by European
subsidiaries.  THQ said the European affiliates are solvent and
will end up with no claim in the U.S.  If they aren't, the company
contends the claims should be subordinated.  The report noted that
if the European claims aren't paid in the U.S. bankruptcy, the
unsecured creditors' recovery will be 19.9 percent to 29.6
percent.  If the European claims are knocked out, the distribution
rises to 31.5 percent to 51.9 percent.  THQ estimates having $58
million to $74 million available for distribution.

                          About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.

Before bankruptcy, Clearlake signed a contract to buy Agoura THQ
for a price said to be worth $60 million.  After a 22-hour auction
with 10 bidders, the top offers brought a combined $72 million
from several buyers who will split up the company. Judge Walrath
approved the sales in January.  Some of the assets didn't sell,
including properties the company said could be worth about $29
million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


TOPS HOLDING: Moody's Affirms 'B3' Corp. Family Rating
------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Tops Holding
II Corporation's proposed $150 million senior notes due 2018.
Moody's also affirmed the B3 Corporate Family rating and B3-PD
Probability of Default Rating of Tops Holding Corporation and
affirmed the B3 rating of Tops' $460 million senior secured notes.
The proceeds of the proposed transaction will be used to pay a
dividend to shareholders. The rating outlook was changed to
negative. The Proposed Notes will be unsecured and will not be
guaranteed by any direct and indirect subsidiaries of Tops.

All ratings are subject to receipt and review of final
documentation.

"Proforma for the transaction Debt to EBITDA is high at over 6.5
times (Moody's adjusted) and credit metrics position the company
weakly in the B3 rating category", Moody's Senior Analyst Mickey
Chadha said. "The ratings incorporate our expectation financial
leverage will be reduced to below 6.0 times by the end of fiscal
2013", Chadha further stated.

Ratings Rationale:

The B3 Corporate Family Rating reflects the company's weak credit
metrics, its modest size relative to competitors, regional
concentration, and financial policies skewed towards shareholder
returns. The rating is supported by its stable operating
performance in a challenging business and competitive environment,
its good market presence in the regions in which it operates and
its good liquidity.

The following ratings are affirmed and point estimates updated:

Tops Holding Corporation

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

$460 million senior secured notes due 2017 at B3 (LGD3, 44%)
from (LGD4, 54%)

The following ratings are assigned:

Tops Holding II Corporation

$150 million Tops HoldCo Senior Notes due 2018 at Caa2 (LGD6,
93%)

Upon completion of the transaction, the Corporate Family and
Probability of Default ratings will be moved from Tops Holding
Corporation to Tops Holding II Corporation.

The rating outlook is negative and reflects the uncertainty
regarding the company's ability to improve its credit metrics to
levels consistent with its B3 rating category given its
shareholder friendly financial policies and the challenging and
competitive business environment.

Given Tops' high financial leverage and aggressive financial
policies, a rating upgrade is not expected in the near-to-
intermediate term. Over time a rating upgrade would require
positive same store sales, a material improvement in credit
metrics and a commitment to more conservative financial policies.
Ratings could rise if Tops demonstrates sustained Moody's adjusted
EBITA to interest above 1.75 times and sustained Moody's adjusted
debt/EBITDA below 5.25 times while maintaining good liquidity.

Ratings could be downgraded if same store sales and profitability
demonstrate a declining trend, the company fails to materially
reduce financial leverage or liquidity deteriorates.
Quantitatively ratings could be downgraded if Moody's adjusted
EBITA to interest is sustained below 1.25 times or if Moody's
adjusted debt/EBITDA is sustained above 6.0 times.

The principal methodology used in rating Tops 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.

Tops Holding Corporation LLC headquartered in Williamsville, New
York is the parent of Tops Markets, LLC, a supermarket chain in
Upstate New York, Northern Pennsylvania and Vermont. The company
is 71.6% owned by Morgan Stanley Capital Partners, with remaining
ownership held largely by Graycliff Partners (formerly, HSBC
Private Equity Partners) and company management. The Company
operates 155 supermarkets under the banners of Tops, GU Family
Markets, Grand Union and Bryants, with an additional five
supermarkets operated by franchisees.


TOPS HOLDING: S&P Lowers Corp. Credit Rating to 'B'
---------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on the Buffalo, N.Y.-based Tops Holding Corp. (Tops)
to 'B' from 'B+'.  The outlook is stable.

At the same time, S&P lowered the rating on the $460 million
senior secured notes due in 2017 issued by Tops Markets LLC to 'B'
from 'B+', the same as the corporate credit rating.  The recovery
rating on these notes remains '4', which indicates S&P's
expectation of average (30-50%) recovery of principal in the
event of default.

"We also assigned our 'B' corporate credit rating to Tops II
Holding Corp. (holdco), a holding company of Tops Holding Corp.,
and a 'CCC+' issue-level rating to its $150 million unsecured
notes.  The holdco notes have a '6' recovery rating, which
indicates our expectation of negligible (0-10%) recovery of
principal in the event of default.  We expect the company will use
the proceeds to pay a dividend to the company's equity holders.
The outlook is stable," S&P said.

"We based the downgrade on the weaker credit ratios that we
forecast over the next two years as a result of the debt issuance.
We previously expected adjusted debt-to-EBITDA to be in the low-5x
area and adjusted EBITDA coverage of interest to be about 2.5x at
the end of 2013.  With the increased debt but also the profit
contribution from the newly acquired stores, we now expect
leverage to be in the mid to high-5x area and coverage to be
approximately 2.0x," S&P added.

"The ratings on Tops reflect our view of the company's financial
risk profile as "highly leveraged", and we base our assessment on
our forecast of credit ratios, which incorporate the increased
debt, moderate profit growth, and some improvement in credit
ratios in the next year," said credit analyst Charles Pinson-Rose.
"We assess Tops' business risk profile as "weak," which reflects
its geographic concentration and participation in the very
competitive food retail industry.  The supermarket industry is
experiencing continued incursions from discounters, dollar stores,
warehouse clubs, and drug stores.  Nevertheless, we believe this
competition is tempered in Tops' markets relative to the rest of
the country, and that the company is reasonably well-positioned to
maintain its current market share."

The rating outlook is stable.  S&P expects stable operating trends
at the company's existing store base and profit growth from
recently acquired stores over the next year.  Over the near term,
we expect Tops will have similar opportunities to acquire small
store operators to expand is store base and market presence,
leading to moderate sales and profit growth.  Nonetheless, S&P
expects the company to remain highly leveraged over the near term.

While moderate profit growth could lead to better credit metrics
over time, S&P would not likely consider a higher rating unless
there was some evidence of less aggressive financial policies that
would allow for sustained credit ratio improvement. If there was
such evidence, S&P may consider a higher rating if leverage was
below 4.5x (prior to an MEPP adjustment).  However, for that to
happen, EBITDA would have to be about 26-28% higher than S&P's
2013 forecast.

If the company's operating trends worsen considerably and leverage
was in the mid-6x area (without an MEPP adjustment), S&P would
consider a lower rating.  S&P estimates the company could reach
that threshold if EBITDA was 15% lower than S&P forecasts for
2013, which would occur if S&P's sales assumptions are accurate
but there was meaningful margin contraction, about 90-100 bps.


TRANSVANTAGE SOLUTIONS: Section 341(a) Meeting Set on June 20
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of TransVantage
Solutions, Inc., will be held on June 20, 2013, at 1:00 p.m. at
Room 129, Clarkson S. Fisher Courthouse.  Creditors have until
Sept. 18, 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.

TransVantage Solutions, Inc., doing business as Freight Traffic
Services, filed a Chapter 11 petition (Bankr. D.N.J. Case No.
13-19753) in Trenton, New Jersey on May 4, and immediately filed a
motion for Chapter 11 trustee to take over management of the
Debtor.  The petition was signed by Shirley Sooy as president.
John F. Bracaglia, Jr., Esq., at Cohn, Bracaglia & Gropper serves
as the Debtor's counsel.  The Debtor disclosed assets of
$71,260,000 and scheduled liabilities of $41,319,266 in its
schedules.


TRIUS THERAPEUTICS: Incurs $17.3 Million Net Loss in 1st Quarter
----------------------------------------------------------------
Trius Therapeutics, Inc., reported a net loss of $17.28 million on
$1.72 million of total revenues for the three months ended
March 31, 2013, as compared with a net loss of $7.60 million on
$9.83 million of total revenues for the same period during the
prior year.

The Company's balance sheet at March 31, 2013, showed $89.81
million in total assets, $17.54 million in total liabilities and
$72.27 million in total stockholders' equity.

"After successfully completing and reporting positive top-line
results for our ESTABLISH 2 study, we are preparing to file our
New Drug Application (NDA) for tedizolid later this year and, if
approved, to potentially launch in the U.S. in the second half of
2014," said John Schmid, chief financial officer at Trius.

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

                        http://is.gd/a6uP5o

                     About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

Trius Therapeutics incurred a net loss of $53.92 million in 2012,
a net loss of $18.25 million in 2011 and a $23.86 million net loss
in 2010.  The Company's balance sheet at Dec. 31, 2012, showed
$75.27 million in total assets, $18.48 million in total
liabilities and $56.78 million in total stockholders' equity.


TWN INVESTMENT: U.S. Trustee Appoints Five-Member Committee
-----------------------------------------------------------
August B. Landis, Acting U.S. Trustee for Region 17, has appointed
five creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 case of TWN Investment Group, LLC.

The Committee is comprised of:

         1. Huan T. Tran
            P.O. Box 21474
            San Jose, CA 95151-1474
            Tel: (408) 398-4538
            E-mail: huanttran@yahoo.com

         2. Wendy Nguyen
            Attn: Huong Han
            3144 Rasmus Circle
            San Jose, CA 95148
            Tel: (408) 532-6509
            E-mail: wendyhnguyen@yahoo.com

         3. Tuan Le
            1569 Lexann Ave., Suite 122
            San Jose, CA 95121
            Tel: (408) 531-1555
            E-mail: tuanlemd@gmail.com

         4. Lexuan Tran
            40449 Paseo Padre Pkwy.
            Fremont, CA 94538
            Tel: (408) 210-4283
            E-mail: lexuant@yahoo.com

         5. Truc Tran
            140 Knightshaven Way
            San Jose, CA 95111
            Tel: (408) 509-0253
            E-mail: truc_tran@newlandcorp.com

                    About TWN Investment Group

TWN Investment Group, LLC, filed a Chapter 11 petition in its
home-town in San, Jose California (Bankr. N.D. Calif. Case No.
13-50821) on Feb. 13, 2013.

The Company disclosed assets of $58.2 million and liabilities of
$53.4 million in its schedules.  The Company owns partially
developed real estate located at 909-9999 Story Road, in San Jose.
The property is the company's sole assets and secures a $48.1
million debt to East West Bank.

The Debtor is represented by the Law Offices of Charles B. Greene,
in San Jose.


UNIVERSAL HEALTHCARE: Trustee Chapter 7 Liquidation
---------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that the Chapter 11
trustee overseeing Universal Health Care Group Inc.'s bankruptcy
case asked Tuesday for the proceedings to be converted to Chapter
7 liquidation after the health maintenance organization, which is
also the subject of a federal fraud investigation, tried to sell
the business but couldn't close the deal.

According to the report, Trustee Soneet R. Kapila filed his motion
in the U.S. Bankruptcy Court for the Middle District of Florida,
noting that Florida-based Universal Health didn't have any money
to continue operating.

                   About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.


USEC INC: Incurs $2 Million Net Loss in First Quarter
-----------------------------------------------------
USEC Inc. reported a net loss of $2 million on $320.4 million of
total revenue for the three months ended March 31, 2013, as
compared with a net loss of $28.8 million on $542 million of total
revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed
$1.52 billion in total assets, $1.99 billion in total liabilities,
and a $469.6 million stockholders' deficit.

"Our employees at the Paducah plant continue to deliver the
highest quality enriched uranium from the 60-year-old plant," said
John K. Welch, USEC president and chief executive officer.  "While
we continue to pursue options for a short-term extension of
enrichment at Paducah beyond May 31, we also continue to prepare
to cease enrichment in early June."

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

                        http://is.gd/sNOYqS

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

                         http://is.gd/3jQWF3

                   Noncompliance Notice from NYSE

USEC received notice from the New York Stock Exchange on April 30,
2013, that the decline in USEC's total market capitalization has
caused it to be out of compliance with one of the NYSE's continued
listing standards.  Rule 802.01B of the NYSE's Listed Company
Manual requires that a company maintain an average market
capitalization of not less than $50 million over a consecutive 30
trading-day period where the Company's total stockholders' equity
is less than $50 million.  In mid-April 2013, USEC's average
market capitalization fell below $50 million, and the Company's
had a stockholders' deficit of $472.9 million as of Dec. 31, 2012,
following the expense of $1.1 billion of previously capitalized
work in process costs related to the American Centrifuge project.

In accordance with the NYSE's rules, on May 6, 2013, USEC provided
written notice to the NYSE of its intent to cure this deficiency.
Under applicable NYSE rules, the Company has 45 days from the
receipt of the notice to submit a plan advising the NYSE of
definitive action the Company has taken, or is taking, that would
bring it into conformity with the market capitalization listing
standards within 18 months of receipt of the letter.  If the NYSE
accepts the plan, the Company's common stock will continue to be
listed on the NYSE during the 18 month cure period, subject to the
compliance with other NYSE continued listing standards and
continued periodic review by the NYSE of the Company's progress
with respect to its plan.  If the plan is not submitted on a
timely basis, is not accepted, or is accepted but the Company does
not make progress consistent with the plan during the plan period,
USEC will be subject to suspension and delisting from the NYSE.
In addition, the NYSE can at any time suspend trading in a
security and delist the stock if it deems it necessary for the
protection of investors.

The average closing price of the Company's common stock also
continues to be below the NYSE's continued listing criteria
relating to minimum share price.  Rule 802.01C of the NYSE's
Listed Company Manual requires that a Company's common stock trade
at a minimum average closing price of $1.00 over a consecutive 30
trading-day period.  The Company intends to seek stockholder
approval for a reverse stock split at its next annual meeting of
stockholders, scheduled for June 27, 2013, to seek to cure this
condition.  If the Company's stockholders approve the reverse
stock split and USEC effectuates the reverse stock split to cure
the condition, the condition will be deemed cured if the Company's
closing share price promptly exceeds $1.00 per share, and the
price remains above the level for at least the following 30
trading days.

                          Bylaws Amendment

USEC amended its Amended and Restated Bylaws on May 6, 2013.  The
amendment amends Article V, Section 1 (Form of Certificates) to
provide that shares of capital stock of USEC will be
uncertificated and will not be represented by certificates.
Previously, Article V, Section 1 permitted holders of the
Company's capital stock to hold both certificated and
uncertificated shares.  Notwithstanding this amendment, shares of
capital stock of the Company represented by a certificate and
issued and outstanding on May 6, 2013, will remain represented by
a certificate until that certificate is surrendered to the
Company.

                           About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

USEC disclosed a net loss of $1.20 billion in 2012, as compared
with a net loss of $491.1 million in 2011.

PricewaterhouseCoopers LLP, in McLean, Virginia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has reported net losses and a stockholders'
deficit at Dec. 31, 2012, and is engaged with its advisors and
certain stakeholders on alternatives for a possible restructuring
of its balance sheet, which raise substantial doubt about its
ability to continue as a going concern.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair stockholders' ability to sell or purchase our common stock.
As of December 31, 2012, we had $530 million of convertible notes
outstanding.  A 'fundamental change' is triggered under the terms
of our convertible notes if our shares of common stock are not
listed for trading on any of the NYSE, the American Stock
Exchange, the NASDAQ Global Market or the NASDAQ Global Select
Market.  Our receipt of a NYSE continued listing standards
notification described above did not trigger a fundamental change.
If a fundamental change occurs under the convertible notes, the
holders of the notes can require us to repurchase the notes in
full for cash.  We do not have adequate cash to repurchase the
notes.  In addition, the occurrence of a fundamental change under
the convertible notes that permits the holders of the convertible
notes to require a repurchase for cash is an event of default
under our credit facility.  Accordingly, the exercise of remedies
by holders of our convertible notes or lenders under our credit
facility as a result of a delisting would have a material adverse
effect on our liquidity and financial condition and could require
us to file for bankruptcy protection," according to the Company's
annual report for the year ended Dec. 31, 2012.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's.

As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on USEC Inc., including the corporate
credit rating to 'CCC' from 'CCC+'.

"The downgrade reflects our assessment of USEC's long-term
viability after the company publicly stated that it will be
difficult to continue enrichment operations at the Paducah Gaseous
Diffusion Plant after a one-year multiparty agreement to extend
operations expires in May 2013," said Standard & Poor's credit
analyst Maurice S. Austin.


VEHICLE PRODUCTION: Shuts Down After Running Out of Cash
--------------------------------------------------------
Deepa Seetharaman, writing for Reuters, reported that Vehicle
Production Group LLC, a maker of wheelchair-accessible vans that
received $50 million in low-interest federal loans, has closed its
doors after running out of cash.

According to the report, the company made the six-passenger MV-1
van that ran on compressed natural gas. Investors in VPG include
billionaire T. Boone Pickens.

The U.S. Department of Energy confirmed news of VPG's closure,
first reported by the newspaper USA Today, Reuters said.

"While this is unfortunate news about a very promising company, it
is the exception rather than the rule for our portfolio of more
than 30 projects," DOE spokeswoman Aoife McCarthy said in a
statement, Reuters cited.

Reuters related that Allen Park, Michigan-based VPG received loans
under a DOE program that also extended funding to startups Fisker
Automotive Inc and Tesla Motors Inc as well as established
manufacturers Ford Motor Co and Nissan Motor Co.  VPG fully drew
down its $50 million DOE loan with the final payment coming in
September 2011. The company built and sold more than 2,000
vehicles and had a backlog of orders.

In April, the DOE seized nearly $5 million from VPG, Reuters said.
VPG and the DOE are now seeking a buyer for the company.

Despite the order backlog, the company faced serious constraints
on its cash, Reuters added.  John Walsh, VPG's former chief
executive, told USA Today that the company laid off about 100
staff in February.  Walsh told the newspaper that the company did
not have an adequate dealer network to sell its MV-1 vans. He
added that the company stopped operations after the DOE froze its
assets.


VITESSE SEMICONDUCTOR: Incurs $4.8MM Loss in Fiscal Q2 2013
-----------------------------------------------------------
Vitesse Semiconductor Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $4.84 million on $24.75 million of net
revenues for the three months ended March 31, 2013, as compared
with a net loss of $6.19 million on $29.73 million of net revenues
for the same period during the prior year.

For the six months ended March 31, 2013, the Company incurred a
net loss of $9.87 million on $50.48 million of net revenues, as
compared with a net loss of $7.04 million on $59.72 million of net
revenues for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $68.85
million in total assets, $80.96 million in total liabilities and a
$12.10 million total stockholders' deficit.

"During the quarter, we continued to execute on our strategy to
drive new product growth," said Chris Gardner, CEO of Vitesse.
"Sequentially, new product revenue increased over 44% and new
product bookings were also up.  Design wins for the first half of
2013 grew nearly 100% compared to the same period last year, and
we are creating a record number of new opportunities.  While net
revenues were softer than anticipated due to timing of
intellectual property revenue, operating expenses decreased as we
continue to drive leverage into our financial model."

"Our differentiating technologies are driving success,
particularly in 4G base stations and backhaul, Ethernet Access
Devices, and the cloud networking markets.  Altogether, these
trends put us on track to achieve our goal of doubling our new
product revenue to $30.0 million in fiscal year 2013, and doubling
it again in fiscal year 2014."

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

                        http://is.gd/VErUVD

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse incurred a net loss of $1.11 million in 2012, a net loss
of $14.81 million in 2011, and a net loss of $20.05 million in
2010.


VYCOR MEDICAL: Cosmetic Dermatology COO L. Rush Named to Board
--------------------------------------------------------------
Vycor Medical, Inc., is adding to the expertise on its board of
directors with the appointment of Lowell Rush as independent
director and Chairman of a newly-formed Audit Committee.  At the
same time Heather Vinas, who has remained on the Board since
stepping down as President in May 2010, will depart the Board.

Mr. Rush, age 56, has extensive experience in financial management
and operational development, and is currently Chief Operating
Officer of Miami-based Cosmetic Dermatology, Inc.  Previously, he
held positions as CFO of Bijoux Terner, LLC; CFO of Little
Switzerland, Inc; and VP Sales Operations of Rewards Network, Inc.
He is a CPA with an MBA in International Business, who has also
held financial management roles at multi-national companies
Sunglass Hut International, Burger King Corporation and Knight-
Ridder, Inc.  He began his career with Big-4 firms Ernst & Young
and Deloitte & Touche.

Adrian Liddell, Chairman of Vycor commented: "We view the building
of a strong and independent board as a critical component of
Vycor's accelerating business development and welcome Lowell Rush
onto the Board.  Lowell has tremendous depth in financial and
operating experience and will provide a valuable role to the board
and management as Vycor continues to develop its business and
operations.  We also would like to thank Heather for her 8 years
of prior service and contributions and wish her all the best in
her future endeavors."

                        About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.

Vycor Medical disclosed a net loss of $2.92 million in 2012, as
compared with a net loss of $4.77 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $2.56 million in total
assets, $4.01 million in total liabilities and a $1.45 million
stockholders' deficit.

Paritz & Company, P.A., in Hackensack, 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 incurred a loss since inception, has a net
accumulated deficit and may be unable to raise further equity
which factors raise substantial doubt about its ability to
continue as a going concern.


WAGSTAFF MINNESOTA: Liquidation Plan Declared Effective
-------------------------------------------------------
Wagstaff Minnesota, Inc., et al.'s Second Modified Joint Plan of
Liquidation Plan was declared effective March 31, 2013.

The Court confirmed the Plan dated March 6, 2013.

The Debtors filed a modified joint plan of liquidation on March 1
and a second modified joint plan on March 6.  The Official
Committee of Unsecured Creditors co-proposed the Plan.

Wagstaff Minnesota filed a notice of the effective date of the
Plan on April 2.

In December 2012, the Committee had filed its own Plan for debtors
Wagstaff Texas, Inc. and D & D Idaho Food, Inc.  The Debtors also
filed their own exit plan last year.  In January, the U.S. Trustee
objected to the disclosure statement explaining the Committee's
plan, saying it lacked adequate information.

The Committee later abandoned its earlier Plan.

Under the Debtors and the Committee's Joint Plan, the Debtors will
assign all of their remaining assets to trusts that will liquidate
the assets and distribute the cash proceeds of those assets to
creditors as set forth in the trust documents.  The Debtors expect
to emerge from chapter 11 this year.

The Debtors filed for bankruptcy amid disputes with their
franchisor, KFC Corporation.  Last year, the Debtors began
disposing off assets as part of a settlement deal with KFCC.

A copy of the Second Modified Joint Plan is available at
http://bankrupt.com/misc/WAGSTAFF_MINNESOTA2ndplan.pdf

                     About Wagstaff Properties

Hanford, California-based Wagstaff Properties LLC and its debtor-
affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case
No. 11-43074) on April 30, 2011.  The cases are jointly
administered with Wagstaff Minnesota, Inc. (Case No. 11-43073).

The Debtors are corporations and limited liability companies that
are owned in whole or in part by Denman Wagstaff and his wife,
along with various other minority or equal owners.  Pursuant to
franchise agreements, the Debtor corporations owned and operated
80 "KFC" restaurants in Alaska, California, Idaho, Minnesota,
Oregon, and Texas, with a corporate headquarters in Hanford,
California.  The Debtors that are limited liability companies each
owned real property that was leased to certain of the Debtor
corporations operating the restaurants.

Wagstaff Properties estimated assets and liabilities at
$10 million to $50 million in its petition.

Judge Dennis D O'Brien oversees the cases, taking over from Judge
Nancy C. Dreher in November 2012.  Peitzman Weg LLP and Fredrikson
& Byron, P.A., serve as the Debtors' Co-Bankruptcy Counsel.  The
Debtors also hired these professionals: Adair & Evans as
Controller/CFO, Accountant, and Tax Advisor; Alvarez & Marsal
North America LLC acts as Financial Advisor; Trinity Capital LLC
as Investment Banker to the Texas Debtors; Epiq Bankruptcy
Solutions LLC as Administrative Agent; Terra Properties as Real
Estate Broker to D&D Property Investments; Jones & Malhotra as
401(k) Auditor; Newmark Grubb Knight Frank as Real Estate
Consultant; and M. Green and Company LLP as Independent Certified
Public Accountant.

On June 8, 2011, the U.S. Trustee appointed the Creditors'
Committee. The members of the Creditors' Committee are (i) Prime
Source Food Service Equipment, Inc., (ii) Hart Property
Consultants, and (iii) Powerhouse Repair.  The Committee is
represented by Sugar Felsenthal Grais & Hammer LLP, Lommen Abdo
Cole King & Stageberg PA, and Freeborn & Peters LLP.


WARNER SPRINGS: June 11 Hearing to Approve Plan Outline
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
will convene a hearing on June 11, 2013, at 10:30 a.m. to consider
adequacy of the Disclosure Statement explaining Warner Springs
Ranchowners Association's proposed Liquidating Chapter 11 Plan.
Objections, if any, are due May 23.

According to the Disclosure Statement, the purpose of the Plan is
to liquidate the Debtor's remaining assets, wind-up all remaining
activities, and distribute proceeds from the sale of the Warner
Springs Ranch and any remaining assets, to Co-Owners.

The Plan will be funded by cash in the Debtor's bank accounts,
which as of March 31, 2013, was approximately $500,000, the
payment of Monthly Dues by Co-Owners through the closing of the
sale of the Ranch and the sale proceeds.

Under the Plan, all Administrative Claims will be paid in full on
the later of (i) the Effective Date, (ii) 21 days after Closing,
or (ii) within 14 days after the order allowing such
Administrative Claim becomes final, unless otherwise agreed.  Any
unpaid Quarterly UST Fees will be paid on the Effective Date.
Allowed Priority Tax Claims will also be paid in full on the
Effective Date or within 14 days of their allowance by the Court.
Allowed Secured Tax Claims will be paid in full at or after
Closing from the Sale Proceeds and will receive interest as
required by the Bankruptcy Code.  Allowed Unsecured Claims will be
paid in full after Closing from the Sale Proceeds and will receive
interest from the Petition Date at the legal rate in effect as of
the Effective Date.  Co-Owners will receive a distribution based
on the Co-Owner UDIs and the Co-Owner Interests.

A copy of the Disclossure Statement is available for free at:

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

                  About Warner Springs Ranchowners

Warner Springs Ranchowners Association, a California non-profit
mutual benefit corporation, filed for Chapter 11 protection
(Bankr. S.D. Calif. Case No. 12-03031) on March 1, 2012.  Judge
Louise DeCarl Adler presides over the case.  Megan Ayedemo, Esq.,
and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP, represent the
Debtor.  The Debtor has hired Andersen Hilbert & Parker LLP as
special counsel.  Timothy P. Landis, P.H., serves as the Debtor's
environmental consultant.

The Debtor's schedules disclosed $14,079,894 in assets and
$1,466,076 in liabilities as of the Chapter 11 filing.

Warner Springs Ranchowners Association manages and co-owns 2,300
acres of unencumbered rural land known as the Warner Springs Ranch
in San Diego County, California.  The improvements on the Property
include 250 cottage style hotel rooms, an 18 hole golf course,
service/gasoline station, tennis courts, an aquatics center, an
equestrian center, an airport, a spa, and two restaurants.


WARNER SPRINGS: Wants to Keep Control of Chapter 11 Case
--------------------------------------------------------
Warner Springs Ranchowners Association asks the U.S. Bankruptcy
Court for the Southern District of California for a third
extension of its exclusive periods to propose a Chapter 11 Plan
until June 14, 2013, and solicit acceptances for that Plan until
August 13.

As reported in the Troubled Company Reporter on March 22, 2013,
the Hon. Louise DeCarl Adler moved the exclusive periods to
April 15, and June 14, respectively.

The Debtor relates it needs additional time to complete the sale
of the ranch.  The Debtor adds that the proceeds from the sale
will need to be disbursed to co-owners and creditors.

In that connection, the Debtor has formulated a plan and prepared
a disclosure statement.  The plan contemplates the creation of a
liquidating trust, through which a liquidating trustee will
liquidate all of the assets that are not sold to WSRR and
distribute the proceeds from the sale of the ranch and these
remaining assets to creditors and UDI owners.

A June 11, hearing at 10:30 a.m., has been set.

                  About Warner Springs Ranchowners

Warner Springs Ranchowners Association, a California non-profit
mutual benefit corporation, filed for Chapter 11 protection
(Bankr. S.D. Cal. Case No. 12-03031) on March 1, 2012.  Judge
Louise DeCarl Adler presides over the case.  Megan Ayedemo, Esq.,
and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP, represent the
Debtor.  The Debtor has hired Andersen Hilbert & Parker LLP as
special counsel.  Timothy P. Landis, P.H., serves as the Debtor's
environmental consultant.

The Debtor's schedules disclosed $14,079,894 in assets and
$1,466,076 in liabilities as of the Chapter 11 filing.

Warner Springs Ranchowners Association manages and co-owns 2,300
acres of unencumbered rural land known as the Warner Springs Ranch
in San Diego County, California.  The improvements on the Property
include 250 cottage style hotel rooms, an 18 hole golf course,
service/gasoline station, tennis courts, an aquatics center, an
equestrian center, an airport, a spa, and two restaurants.


WILLDAN GROUP: Wells Fargo Waives Existing Credit Line Defaults
---------------------------------------------------------------
Willdan Group, Inc. on May 9 disclosed that the Company had $10.4
million in cash and cash equivalents at March 29, 2013, compared
with $10.0 million at December 28, 2012.  Willdan has a $5.0
million revolving line of credit with Wells Fargo Bank, National
Association, with $3.0 million in outstanding borrowings at
March 29, 2013.

On May 7, 2013, Willdan amended its line of credit with Wells
Fargo, effective as of April 1, 2013, and extended the expiration
date of the line of credit to April 1, 2014.  In connection with
the amendment, Wells Fargo also waived all of Willdan's existing
defaults under the line of credit.  The line of credit amendment,
among other things, modified the financial covenants under the
line of credit by eliminating the net income, funded debt to
EBITDA and asset coverage covenants, two of which Willdan was in
breach of as of March 29, 2013, and replacing them with a minimum
tangible net worth requirement.

                   First Quarter 2013 Results

Willdan on May 9 reported financial results for its first quarter
ended March 29, 2013.

For the first quarter of 2013, Willdan reported total contract
revenue of $21.4 million and net income of $0.4 million, or $0.05
per share.

Tom Brisbin, Willdan's Chief Executive Officer, stated: "While our
first quarter revenue was lower than last year, we generated
positive cash flow and a profit for the quarter.  We continue to
expect a ramp up in our energy business by the end of the second
quarter which will positively impact our results for the remainder
of the year."

For the first quarter of fiscal 2013, revenue was $21.4 million,
down $4.1 million, or 16.0%, from revenue of $25.5 million for the
comparable period last year.  On a sequential basis, revenue was
down $1.6 million, or 6.8%, from the fourth quarter of 2012.
Income from operations was $0.5 million for the first quarter of
fiscal 2013, as compared to a loss from operations of $2.3 million
for the comparable period last year.  On a sequential basis,
income from operations was $0.5 million as compared to $1.2
million for the fourth quarter of 2012.

Net income was $0.4 million for the first quarter of fiscal 2013,
as compared to a net loss of $1.4 million for the comparable
period last year and net income of $0.3 million for the fourth
quarter of 2012.

Basic and diluted earnings per share for the first quarter of
fiscal 2013 were $0.05 as compared to basic and diluted loss per
share of $0.19 for the comparable period last year.

Willdan generated $1.0 million in cash flow from operations in the
first quarter of fiscal 2013.

Anaheim, California-based Willdan Group, Inc. --
http://www.willdan.com-- is a provider of
professional technical and consulting services to public agencies
at all levels of government, public and private utilities, and
commercial and industrial firms.  It enables these entities to
provide a wide range of specialized services without having to
incur and maintain the overhead necessary to develop staffing in-
house.


YP HOLDINGS: $775MM Sr. Secured Term Loan Gets Moody's B2 Rating
----------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and a B3-PD probability of default rating for YP Holdings LLC.

The ratings agency also assigned a B2 (LGD3-40%) rating to the
company's $775 million senior secured term loan B due 2018. YP
plans to use the borrowings from the term loan and new $450
million senior secured asset-based revolver (unrated) to refinance
existing debt, pay a one-time distribution to shareholders and pay
related fees and expenses.

Moody's has taken the following rating actions:

Issuer: YP Holdings LLC

Corporate Family Rating -- Assigned B2

Probability of Default Rating -- Assigned B3-PD

Outlook -- Stable

Senior Secured 1st Lien Term Loan B due 2018 -- Assigned B2, LGD3-
40%

Ratings Rationale:

YP's B2 corporate family rating is supported by its position as
the largest print and digital yellow pages business in the U.S.
with predictable near-to-medium term profitability, a fairly large
and growing digital advertising business, solid EBITDA margins,
modest leverage and Moody's expectation for fairly rapid
deleveraging following this debt raise. Because the business has
very low capital intensity with capital expenditures typically
being below 3% of revenues, significant free cash flow is
generated by its geographically diverse portfolio of assets. These
strengths are offset by the fairly rapid decline in of the print
directory segment, which accounts for about 65% of revenues, very
low barriers to entry digital advertising and its expanding
competitive challenges. Nevertheless, Moody's expects the print
directory business will be able to sustain positive (though
quickly shrinking) cash flows for several more years due to the
contractual nature of the business model.

On May 8, 2012, Cerberus acquired a controlling interest in AT&T's
Ad Solutions / Interactive Division, now known as YP. Over the
next 8 months, YP realized significant operational improvements:
EBITDA margins and free cash flow expanded compared to historical
trends and the company paid down a material amount of its debt
taken on to fund the transaction. Much of the margin expansion and
improvement in cash flow profile can be attributed to operational
initiatives, such as outsourcing print ad production,
renegotiating lower cost contracts, real estate consolidation and
headcount reductions. Due to Cerberus' considerable improvements
of YP in its first 8 months as well as Cerberus' track record of
turning around other underperforming companies, Moody's believes
additional operating enhancements will be realized over the next
couple of years, offsetting some of the secular declines in the
print business.

While revenue deterioration in the print segment is unavoidable,
YP has the benefit of owning the largest digital yellow pages
business in the US, with annual revenues of about $1.0 billion.
Moody's projects modest revenue growth of the digital business
over the next several years but total revenue declines over the
next several years due to anticipated steep declines in print
revenue.

Moody's believes that the company has good liquidity, due mainly
to its ability to generate strong free cash flow and availability
under its asset-based revolver. The excess cash sweep provision of
the term loan will lead to a steady decline in debt levels.

YP's capital structure includes a $450 million senior secured
asset-based revolving credit facility due 2018 (unrated by
Moody's) and $775 million in senior secured term loan B due 2018.
The loan ranks below the asset-based revolving credit facility in
the capital structure and is rated B2 (LGD3-40%), in line with the
Corporate Family Rating as they represent most of the debt capital
of the company. The term loan is secured by a second lien pledge
on all current assets and a first lien pledge on substantially all
other assets of YP Holdings LLC and its direct and indirect
subsidiaries. Mandatory prepayments on the term loan consist of
75% of excess cash flow, with step downs taking place later on.
The term loan contains one financial covenant, total leverage,
which Moody's believes the company will have ample cushion room
for. The asset-based revolver is secured by a first lien pledge on
all current assets and a second lien pledge on substantially all
other assets of the company and each subsidiary of YP Holdings
LLC. The revolver has two financial covenants: a minimum quarterly
fixed charge coverage ratio of 1.00x and a minimum undrawn
availability covenant of $15 million.

The stable outlook is based on Moody's view that the company will
execute crisply from an operational perspective and that the vast
majority of free cash flow will be applied to debt reduction.

The ratings are unlikely to be upgraded due to the secular decline
of the print business and low barriers to entry in the digital
segment.

The ratings could be lowered if the print business erodes faster
than expected (about 20% per year) and the digital business fails
to grow leading to a more rapid decline in free cash flow and less
debt reduction than currently contemplated. Also, any event that
delays a swift decline in leverage (Debt to EBITDA approaching
1.5x for the year ended December 31, 2015) could result in a
rating downgrade.

This is the first time that Moody's has rated YP.

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


YP HOLDINGS: S&P Assigns 'B' CCR & Rates $775MM Loan 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services assigned U.S. marketing
solutions provider YP Holdings LLC (YP) its 'B' long-term
corporate credit rating.  The outlook is stable.

At the same time, S&P assigned YP Holdings LLC's $775 million
senior secured term loan due 2018 an issue-level rating of 'B',
with a recovery rating of '4', indicating S&P's expectation for
average (30%-50%) recovery for lenders in the event of a payment
default.

S&P's rating on YP reflects its assessment of the company's
business risk profile as "vulnerable," based on the sector's
steady structural decline, and its view of the financial profile
as "aggressive," based on the potential for rapid decline in
revenue and EBITDA.

YP has a large presence in the U.S. print and online advertising
marketplace through its yellow pages print directories and online
and mobile local-search and marketing solutions.  YP's U.S. yellow
pages print directories segment held a 34% market share in the
category in 2012, and its YP digital businesses generated almost
$1 billion in revenues in 2012.

The "vulnerable" business profile assessment is a primary driver
of S&P's 'B' ratings.  In recent years, revenues have declined at
a low- to high-teens annual percentage rate, and S&P expects
revenue to continue its downward spiral with the shift of
advertising spending to digital and mobile advertising.  S&P
also expects steady EBITDA margin erosion from the low-30% area to
the mid- to low-20% range over the next few years as the company
struggles to reduce cost in line with revenue declines, and as ad
dollars shift away from higher-margin print advertising to lower-
margin bundled digital offerings.  Even under a scenario of a
moderate economic expansion, declines in print advertising sales
will likely persist at a high-teens percentage rate.

In S&P's view, despite the company's modest 1.4x pro forma
leverage and good cash flow generation, the company's financial
risk profile is "aggressive."  S&P's assessment reflects the low
probability, in its view, that the company will return to stable
EBITDA and cash flow generation over the intermediate term.  It
also reflects the risk that the capital structure may quickly
become unsustainable if negative business trends continue and the
company does not use a majority of its annual discretionary cash
flow to repay debt.


* Harbinger Settles SEC Charges, to Pay $18MM; Falcone Banned
-------------------------------------------------------------
Juliet Chung, writing for The Wall Street Journal, reports that
Philip Falcone and his firm Harbinger Capital Partners LLC reached
an agreement, in principle, to settle charges filed by the
Securities and Exchange Commission.

The deal, WSJ relates, ends a yearslong investigation into Mr.
Falcone and his hedge-fund firm.  In June 2012, the SEC filed
civil charges accusing:

     -- Mr. Falcone of putting his own interests, including
        maintaining a "lavish lifestyle," ahead of those of
        Harbinger investors;

     -- Mr. Falcone and Harbinger of misleading investors and
        an outside law firm when Mr. Falcone took out a
        $113.2 million loan in 2009 from a Harbinger fund to
        pay his personal taxes, even as other investors in the
        fund were prevented from pulling their money;

     -- Mr. Falcone and Harbinger of favoring some large
        investors in return for their supporting a restructuring
        plan that would limit other investors' ability to pull
        out their money;

     -- Mr. Falcone and two investment managers he controls of
        manipulating the bond prices of MAAX Holdings, Inc.,
        now called MAAX Corp., a maker of bathroom fixtures.

According to WSJ, the deal marks a reversal of Mr. Falcone's
previous stance on the case.  He had fought the charges and in
February his lawyers argued in court for their dismissal, saying
the SEC failed to show Mr. Falcone or his firm committed any
illegal actions.  Settlement talks started again in March, soon
after the hearing of that motion to dismiss.

According to the WSJ report, the salient terms of the deal are:

     -- Harbinger will pay $18 million without admitting or
        denying allegations of fraud;

     -- Mr. Falcone is barred from serving as an investment
        adviser for two years; he cannot raise new hedge-fund
        capital or be involved in making new acquisitions
        through the publicly traded firm;

     -- Mr. Falcone may remain chief executive of Harbinger
        Group;

     -- Harbinger Capital will be overseen by a monitor, who
        will supervise the firm and ensure Harbinger is
        complying with the agreement; and

     -- Harbinger Capital must also "take all actions reasonably
        necessary to expeditiously satisfy all received
        redemption requests of investors."

WSJ says Mr. Falcone didn't immediately return calls Thursday
seeking comment.

According to WSJ, the ban raises the hurdles Mr. Falcone would
face in resuming his career as a hedge-fund manager.  Already, his
investment firm is dealing with client redemptions that it has
been having difficulty meeting, with billions of dollars tied up
in a bankrupt wireless venture.

WSJ also notes investors in Harbinger funds are pushing for it to
be wound down and their money returned to them, although they
expect the process to drag on as Harbinger grapples with hard-to-
sell assets, according to people involved in discussions with
investors Thursday.

The SEC commissioners have yet to vote on the agreement. The deal
also needs court approval.


* MBIA Said to Pay $350 Million to Settle SocGen Lawsuit
--------------------------------------------------------
David McLaughlin, writing for Bloomberg News, reported that MBIA
Inc., the bond insurer that reached a $1.7 billion settlement with
Bank of America Corp. this week, will pay $350 million to Societe
Generale SA to resolve litigation, a person familiar with the
matter said.

According to the Bloomberg report, the agreement settles claims
over the insurer's 2009 restructuring, which Societe Generale and
other banks had sought to reverse, saying it exposed them to
losses by transferring assets. Societe Generale is the last bank
to settle with MBIA in the case following the accord with Bank of
America, and the agreement will end the litigation against the
insurer.

Bloomberg recalled that MBIA won state regulatory approval in 2009
to move the company's guarantees on state and municipal bonds out
of its MBIA Insurance unit, which backed some of Wall Street's
most toxic mortgage debt. More than a dozen financial institutions
then sued claiming they were harmed as holders of financial
guarantee policies.

Banks filed complaints against MBIA and the state insurance
department, Bloomberg said. A New York state judge in March
dismissed a lawsuit by Bank of America and Societe Generale
seeking to reverse the state's approval of the restructuring.

The cases are ABN Amro Bank NV v. Dinallo, 601846-2009, and ABN
Amro v. MBIA, 601475-2009, New York State Supreme Court
(Manhattan).


* Moody's Says Corporate Default Rate Higher in April
-----------------------------------------------------
Moody's trailing 12-month global speculative-grade default rate
came in at 2.6% in April, up from a revised rate of 2.5% in March
and close to its year-ago forecast of 2.8%, Moody's Investors
Service says in its monthly default report. At this time last
year, the global default rate stood at 2.7%.

"Corporate defaults continue to be very stable and track the
modest pace we have expected," notes Albert Metz, Managing
Director of Credit Policy Research.

Four Moody's-rated corporate debt issuers defaulted last month,
and for the year to date the number is 25, with 15 from the US,
eight from Europe and two from Latin America.

In the US, the speculative-grade default rate rose slightly, to
3.1% in April from 3.0% (revised) in March. The US rate was 3.0%
at end-April last year. In Europe, the rate edged lower, to 2.0%
in April from 2.1% (revised) in March. The European rate ended
April 2012 at 3.4%.

Based on its forecasting model, Moody's now expects the global
speculative-grade default rate to finish 2013 at 2.9% and to edge
lower thereafter, to end April 2014 at 2.5%.

Across industries, Moody's continues to expect default rates to be
highest in the Media: Advertising, Printing & Publishing sector in
the US, and the Hotel, Gaming & Leisure sector in Europe.

By dollar volume, the global speculative-grade bond default rate
came in at 1.4% in April, unchanged from the prior month's revised
level. At this time last year, the rate was 1.7%.

In the US, the dollar-weighted speculative-grade bond default rate
also held steady, at 1.3% from March to April. The comparable rate
was 1.6% in April 2012.

In Europe, the dollar-weighted speculative-grade bond default rate
finished at 1.6% in April, also unchanged from the prior month's
revised reading. The European rate stood at 2.3% at the end of
April last year.

Moody's global distressed index fell to 8.0% in April from 8.8% in
March. A year ago, the index was at 17.0%.

In the leveraged-loan market, no Moody's-rated loans defaulted in
April. Moody's trailing 12-month US leveraged loan default rate
finished April at 2.9%, unchanged from the prior month. A year
ago, the loan default rate stood at 2.0%.


* Moody's Outlook on US Commercial Property Markets Remain Stable
-----------------------------------------------------------------
The outlook for the major US property markets was broadly stable
in the first quarter, consistent with the generally slow pace of
both construction and absorption, the supply and demand components
of real estate, according to Moody's Investors Service's Red-
Yellow-Green quarterly property assessment.

"While overall levels of construction and absorption remained
modest, strong revenue per available room or RevPAR growth from
the hotel sectors pushed the overall composite score up to Green
68, a one-point increase over the prior quarter," said Moody's
Vice President - Senior Credit Officer Keith Banhazl.

Moody's Red-Yellow-Green report scores commercial real estate
markets on a scale of 0 (weak) to 100 (strong) and describes them
by traffic light colors, with scores of 0-33 identified as Red,
34-66 as Yellow, and 67-100 as Green. The latest report reflects
data from the fourth quarter of 2012.

The full-service hotel score jumped four points, to Green 67 from
Yellow 63. RevPAR increased by 7.8% compared to the same quarter
last year. Construction activity in the sector is still low, but
increased. Upcoming supply increased to 1.5% from 1.2% last
quarter. Twelve markets now have upcoming supply in excess of 2.5%
of inventory.

The limited-service hotel sector experienced the greatest score
change by gaining six points, to Green 72 from Yellow 66. RevPAR
increased by 9.8% compared to the same quarter last year but still
lags its baseline target. The 2.2% lag is the smallest since the
third quarter of 2008.

The outlook for the six major gateway cities (Boston, Chicago, Los
Angeles, New York, San Francisco and Washington, DC) is also
broadly stable. Washington, DC is the exception.

"The Washington, DC market is expected to underperform the major
gateway cities as sequestration and Defense Base Closure and
Realignment (BRAC) effects begin to show," said Mr. Banhazl.

Other conclusions from the Moody's report include:

  - The multifamily composite score dropped four points, to Green
81 from Green 85, while remaining the highest-scoring sector.
Vacancy worsened to 5.0% from 4.5% as supply exceeded demand for
the sixth consecutive quarter.

- Suburban and CBD office each dropped two points as upcoming
supply increased by 0.1% in each office sector. CBD office, Green
68, still leads suburban office, Yellow 53, by a considerable
margin.

- Retail remained at Yellow 66. Two new retail markets, Memphis
and Tulsa, were added.

- Industrial increased two points to Yellow 65 as vacancy edged
downward to 12.8% from 13.1% the previous quarter.

- Miami was the only market to top more than one sector. It led
the multifamily sector at Green 97, and tied San Francisco to lead
the retail sector at Green 86.

Metropolitan Market Analysis

Scores of the top 10 cities found most frequently in CMBS based on
dollar volume, with the previous quarter's scores in parentheses:

New York: 73 (73)

Los Angeles: 78 (79)

Washington, DC: 61 (64)

Chicago: 62 (65)

Dallas: 58 (58)

Miami: 76 (73)

Philadelphia: 63 (63)

Atlanta: 58 (57)

Houston: 67 (71)

Boston: 66 (69)

The five highest scoring markets in the US:

Honolulu: 81 (78)

San Francisco: 78 (79)

Los Angeles: 78 (79)

Miami: 76 (73)

New York: 73 (73)

And the five lowest scoring:

Trenton: 44 (38)

Detroit: 49 (48)

Phoenix: 50 (50)

Jacksonville: 51 (57)

Las Vegas: 52 (51)


* Moody's Notes Inherent Risks in Fannie Mae's Loan Program
-----------------------------------------------------------
The Fannie Mae HFA Preferred Risk Sharing program, which allows
Housing Finance Agencies (HFAs) to offer high loan-to-value
mortgage loans with no mortgage insurance, creates an attractive
product for the HFAs that can enhance revenue streams, says
Moody's Investors Service in a new report. The program, however,
does include some risk because the HFAs retain some responsibility
for the performance of the loans they generate under the program.

"HFAs' expansion into Fannie Mae HFA Preferred Risk Sharing is
credit positive as the program provides HFAs with a new type of
mortgage loan to offer borrowers, thereby increasing their
presence in the affordable housing market," says Omar Ouzidane, a
Moody's Assistant Vice President and Analyst and the author of
"Fannie Mae HFA Preferred Risk Sharing Offers HFAs New Financing
Opportunities But Carries Some Credit Risks."

"In order for an HFA to participate in the program, however, it
must agree to share some of the risk with Fannie Mae," says
Moody's Ouzidane.

Fannie Mae HFA Preferred Risk Sharing is a conventional mortgage
loan financing offered to HFAs because of the role they play in
financing affordable housing. The mortgage loan, which can be sold
to Fannie Mae, provides financing of up to a 97% loan-to-value
(LTV) ratio and does not require the borrower to obtain mortgage
insurance. Eliminating the mortgage insurance requirement enhances
affordability by lowering the borrower's monthly payments.

HFAs are increasingly seeking alternatives to fund their
operations because traditional tax-exempt mortgage revenue bonds
(MRBs) no longer provide enough spread advantage to attract
investors in today's ultra-low interest rate market, says Moody's.

The program also enables participating HFAs to generate additional
revenue through increased loan processing fees and the positive
carry generated on their loan warehousing facility. HFAs servicing
their own loans are also able to collect and retain servicing fees
for the life of the loan.

There could be an increase in HFAs' costs, however, if there is an
unexpected spike in early loan payment defaults or if the loans
are not properly managed. The increase could occur if the HFA is
required to repurchase loans when they become delinquent in the
first six months after sale to Fannie Mae, or if it breaches any
of its representations and warranties under the program.

Also, like other secondary market operations, implementation of
the program entails considerable upfront costs. However, most
participating HFAs already have an established and successful
secondary market operation.

Currently, eight HFAs are participating in the program. These HFAs
sold approximately $1.18 billion of mortgages under the program in
2012 and project selling another $1.27 billion by the end of 2013.
The program has been extended through the end of this year.


* Moody's Notes Covenant-Lite Features of Power Project Loans
-------------------------------------------------------------
US power project loans are sharing in the trend towards looser
structural features and lender protections akin to the increase in
"covenant-lite" loans in corporate lending, says Moody's Investors
Service in the report "US Power Projects: Project Finance Rides
the Covenant-lite Wave."

"As investors and lenders emphasize yield over risk, they appear
willing to accept loosened covenants that are more akin in their
flexibility to covenant-lite corporate loans than traditional
power project loans," says Charles Berckmann, a Moody's Analyst.
"The tradeoff for this extra yield has been a loosening of project
finance features that protect lenders, especially lenders in the
Term Loan B market."

Changes lenders are accepting include weak or no financial
covenants, broader asset sales, and incremental debt provisions.
These changes are ultimately to the benefit of project sponsors,
the majority of whom are private equity sponsors.

"PE sponsors are likely, and have demonstrated a willingness, to
exploit the additional flexibility inherent in weaker structures,
which could potentially increase the loss given default on project
finance loans," says Moody's Berckmann.

Moody's however considers these weaknesses in its initial ratings,
as the rating agency expects PE sponsors to take advantage of the
looser covenants. Therefore, although credit quality is moderately
weakened , the trend has not yet had broad rating implications.


* Moody's Says NFP Hospitals Focus Shift Toward Healthcare Value
----------------------------------------------------------------
The ability to deliver quality care at an affordable cost is
becoming increasingly important to the financial strength and
credit quality of a not-for-profit hospital, says Moody's
Investors Service in a new report, as reimbursements shifts toward
rewarding value in healthcare.

"After decades of following volume-based incentives, measuring and
proving value will become necessary for healthcare systems to
maintain operating stability and distinguish themselves as market
leaders," says Moody's Associate Managing Director Lisa Goldstein
in her report "Not for-Profit Hospitals: The Pursuit of Value."

Long-term trends such as excessive cost inflation and the near-
term reforms in government policies are driving the shift toward a
new quality-based business model, says Moody's.

Moody's details four specific objectives hospital managers are
pursuing as they respond to the shift in business model. These are
achieving breakeven performance with Medicare rates, building
scale through non-traditional methods, improved patient
experience, and cultivating informed leadership.

The sector is facing reimbursement reductions and incentive
changes embedded in The Patient Protection and Affordability Act
(ACA), in addition to cuts associated with federal deficit
reduction, says Moody's.

In response to the shift, Moody's recently added several new
indicators that measure a hospital's quality and demand for
services. These include number of unique patients, covered lives,
employed physicians, Medicare readmission rates, all payer
readmission rates, and risk-based revenues.

Private and government payers are also increasing their emphasis
on value by introducing risk-based contracts that create
incentives for hospitals to achieve certain quality and cost
targets or, in some cases, face financial penalties.

"Individuals and businesses have become more discerning in their
healthcare purchases since the recession," says Moody's Goldstein.
"Both payers and purchasers will accelerate their demand for high
value healthcare products with the start of mandated insurance
exchanges in 2014."


* Southern California Foreclosure Activity Down 23% in April
------------------------------------------------------------
Foreclosure filings were reported on 8,202 Southern California
properties in April, down 23 percent from March for the five-
county region, and a 61 percent drop from the level reported for
April 2012, according to the RealtyTrac(R) Southern California
Foreclosure Market Report(TM).

One in every 524 housing units received a foreclosure filing
during the month in San Bernardino County, the highest foreclosure
rate of the five counties in the region and ranked No. 16 in the
state.

Orange County reported 544 Notices of Default (NODs) in April, a
30 percent increase from March, and the highest level of NODs in
the county so far in 2013.  Riverside County reported 750 NODs in
April, a 4 percent increase from the previous month, and also the
highest level of new foreclosure filings the county has seen this
year.

"The increase in NODs is an expected result of the California
Homeowner Bill of Rights that took effect in January," said Rich
Cosner, president of Prudential California Realty covering Orange,
Riverside and San Bernardino counties in Southern California.
"This increase in NODs will put no downward pressure on prices
because demand for property is so high.  It may move some
homeowners, who have been living in their home for a long time
without making payments, to put their home on the market, but you
could put five times the number of NODs on the market and the
homes would be sold in less than 30 days."

The three remaining counties in the region reported declines in
the number of NODs for the month after posting two consecutive
months of increases in the previous two months.  San Diego County
NODs were down 13 percent, Los Angeles County NODs were down 8
percent and San Bernardino County NODs were down 4 percent.

Region's foreclosure rates substantially off their highs
Foreclosure rates for the five counties that comprise the Southern
California region reached lows in April that have not been seen in
many years.

Even with the highest foreclosure rate in the region for April, at
one in every 524 housing units with a foreclosure filing, San
Bernardino County is at the lowest rate reported since August
2006.

Neighboring Riverside County reported a rate of one in every 566
housing units with a foreclosure filing in April, ranked No. 21 in
the state, but also the lowest rate in the county since August
2006.

One in every 986 Los Angeles County housing units had a
foreclosure filing in April, ranked No. 41 out of the 58 counties
in the state for the month, and the lowest foreclosure rate
reported for the county since December 2006.

San Diego County reported a foreclosure rate of one in every 1,089
housing units with foreclosure filings, ranking No. 45 in the
state for April, also the lowest county rate reported since
December 2006.

Reporting one in every 1,142 housing units with a foreclosure
filing, Orange County had the lowest foreclosure rate in the
region for April, ranking No. 47 in the state.  As in Los Angeles
and San Diego counties, Orange County's latest foreclosure rate is
also the lowest reported since December 2006.

State second largest contributor to nation's foreclosure total in
April California reported 16,161 properties with foreclosure
filings in April, second only to national leader Florida.  The
Golden State's foreclosure total represents a 13 percent decline
from March and a 59 percent decrease from the level reported in
April 2012.  One in every 843 California housing units had a
foreclosure filing during the month, the 13th highest state
foreclosure rate in the nation.

High-level national findings from the report:

        -- Nationwide, foreclosure filings were reported on
144,790 U.S. properties in April, a decrease of 5 percent from the
previous month and down 23 percent from April 2012. Total
foreclosure activity in April was at the lowest level since
February 2007, a 74-month low.

        -- Scheduled judicial foreclosure auctions (NFS) increased
22 percent from March to April and were up 31 percent from a year
ago to the highest level since October 2010 -- a 30-month high.

        -- Scheduled foreclosure auctions increased from a year
ago in 15 of the 26 judicial or quasi-judicial foreclosure states,
including Maryland (199 percent increase), New Jersey (91 percent
increase), Ohio (73 percent increase), Oklahoma (57 percent
increase), and Florida (55 percent).  Scheduled foreclosure
auctions reached a 68-month high in Ohio, a 31-month high in
Maryland, a 27-month high in New Jersey, and an 18-month high in
Oklahoma.

        -- Scheduled non-judicial foreclosure auctions (NTS) in
April were down 7 percent from March and down 43 percent from
April 2012 to the lowest level since December 2005 -- an 88-month
low.

        -- A total of 70,133 U.S. properties started the
foreclosure process in April, down 4 percent from the previous
month and down 28 percent from year ago.

        -- Despite the nationwide decline, 22 states reported
increasing foreclosure starts from the previous month, including
New Jersey (138 percent increase), Connecticut (46 percent
increase), Texas (37 percent increase), Georgia (35 percent
increase), Oregon (16 percent increase), and California (13
percent increase).  Foreclosure starts reached a 36-month high in
Connecticut, a 27-month high in New Jersey, and were up on a
monthly basis for the third consecutive month in California after
hitting a 90-month low in January, when new legislation impacting
the foreclosure process took effect.

        -- Lenders repossessed 34,997 U.S. properties in April,
down 20 percent from March and down 32 percent from April 2012 to
the lowest level since July 2007 -- a 69-month low.

        -- Lender repossessions (REO) decreased from a year ago in
37 states and the District of Columbia in April, but some notable
exceptions where REO activity increased from a year ago included
Washington (164 percent increase), Maryland (98 percent increase),
Oklahoma (19 percent increase), and Ohio (17 percent increase).

        -- Nevada posted the nation's highest state foreclosure
rate for the second month in a row despite a 15 percent monthly
decrease in foreclosure activity.

        -- Akron, Ohio, posted the nation's highest metro
foreclosure rate in April thanks in part to a 147 percent annual
increase in overall foreclosure activity.  One other Ohio city
(Columbus), along with five Florida cities, Las Vegas, Myrtle
Beach, S.C. and Chicago also registered top 10 metro foreclosure
rates in April.

        -- As of the beginning of May, A total of 11.3 million
mortgages nationwide were seriously underwater, meaning combined
amount of mortgages secured by the home was at least 25 percent
more than the estimated value of the home.  That represented 26
percent of all outstanding mortgages, but was down nearly 1.5
million from the 12.8 million seriously underwater mortgages in
May 2012.

                      About RealtyTrac Inc.

RealtyTrac -- http://www.realtytrac.com-- is a supplier of U.S.
real estate data, with more than 1.5 million active default,
foreclosure auction and bank-owned properties, and more than 1
million active for-sale listings on its website, which also
provides essential housing information for more than 100 million
homes nationwide.  This information includes property
characteristics, tax assessor records, bankruptcy status and sales
history, along with 20 categories of key housing-related facts
provided by RealtyTrac's wholly-owned subsidiary, Homefacts(R).
RealtyTrac's foreclosure reports and other housing data are relied
on by the Federal Reserve, U.S. Treasury Department, HUD, numerous
state housing and banking departments, investment funds as well as
millions of real estate professionals and consumers, to help
evaluate housing trends and make informed decisions about real
estate.


* Oklahoma Foreclosure Auctions Hit 18-Month High in April
----------------------------------------------------------
RealtyTrac(R) on May 9 released its Oklahoma Foreclosure Market
Report(TM) for April 2013, which shows foreclosure filings --
default notices, scheduled auctions and bank repossessions -- were
reported on 1,258 Oklahoma properties in April, a decrease of 6
percent from the previous month and down 3 percent from April
2012.  One in every 1,316 Oklahoma housing units had a foreclosure
filing in April, below the national average of one in 905 housing
units and ranked No. 26 highest among all states.

The decrease in overall Oklahoma foreclosure activity was driven
mostly by a 46 percent annual decrease in foreclosure starts, but
scheduled foreclosure auctions and bank repossessions (REO) were
both up from a year ago in April.  Oklahoma REOs in April
increased 19 percent from a year ago while scheduled foreclosure
auctions increased 57 percent to an 18-month high.

"The jump in scheduled foreclosure auctions should bring some much
needed relief to both the Oklahoma City and Tulsa areas, where
inventory is extremely tight, as many of these properties will end
up repossessed by lenders and then listed for sale," said Sheldon
Detrick, CEO of Prudential Alliance Realty in Oklahoma City and
Prudential Detrick Realty in Tulsa.  "Local buyers will snap up
these properties quickly, whether at the foreclosure auction
itself or once a foreclosed home is listed for sale.  The economy
here is strong and well-priced properties are selling above their
asking prices -- most with multiple offers."

Oklahoma City foreclosure activity increases 11 percent from year
ago One in every 1,116 Oklahoma City housing units had a
foreclosure filing in April, below the national average and
ranking No. 105 nationwide among all metro areas with a population
of 200,000 or more (209 total).  Oklahoma City documented 480
properties with foreclosure filings in April, down 10 percent from
March, but up 11 percent from April 2012.

The annual increase in overall Oklahoma City foreclosure activity
was driven largely by an increase in scheduled foreclosure
auctions (up 63 percent) and bank repossessions (up 72 percent).
Foreclosure starts in Oklahoma City decreased 65 percent during
the same time period.

Tulsa foreclosure rate above national average, ranked No. 44
nationwide One in every 648 Tulsa housing units had a foreclosure
filing in April, above the national and state average and ranking
ranked No. 44 nationwide among all 209 metro areas tracked by
RealtyTrac.  Tulsa documented 648 properties with foreclosure
filings in April, down 1 percent from March, but up 6 percent from
April 2012.

Similar to Oklahoma City, the annual increase in overall Tulsa
foreclosure activity was driven by increases in the latter stages
of foreclosure.  Scheduled foreclosure auctions in Tulsa increased
45 percent year-over-year while bank repossessions were up 22
percent. Foreclosure starts in Tulsa decreased 24 percent year-
over-year.

High-level national findings from the report:

        -- Nationwide, foreclosure filings were reported on
144,790 U.S. properties in April, a decrease of 5 percent from the
previous month and down 23 percent from April 2012.  Total
foreclosure activity in April was at the lowest level since
February 2007, a 74-month low.

        -- Scheduled judicial foreclosure auctions (NFS) increased
22 percent from March to April and were up 31 percent from a year
ago to the highest level since October 2010 -- a 30-month high.

        -- Scheduled foreclosure auctions increased from a year
ago in 15 of the 26 judicial or quasi-judicial foreclosure states,
including Maryland (199 percent increase), New Jersey (91 percent
increase), Ohio (73 percent increase), Oklahoma (57 percent
increase), and Florida (55 percent).  Scheduled foreclosure
auctions reached a 68-month high in Ohio, a 31-month high in
Maryland, a 27-month high in New Jersey, and an 18-month high in
Oklahoma.

        -- Scheduled non-judicial foreclosure auctions (NTS) in
April were down 7 percent from March and down 43 percent from
April 2012 to the lowest level since December 2005 -- an 88-month
low.

        -- A total of 70,133 U.S. properties started the
foreclosure process in April, down 4 percent from the previous
month and down 28 percent from a year ago.

        -- Despite the nationwide decline, 22 states reported
increasing foreclosure starts from the previous month, including
New Jersey (138 percent increase), Connecticut (46 percent
increase), Texas (37 percent increase), Georgia (35 percent
increase), Oregon (16 percent increase), and California (13
percent increase).  Foreclosure starts reached a 36-month high in
Connecticut, a 27-month high in New Jersey, and were up on a
monthly basis for the third consecutive month in California after
hitting a 90-month low in January, when new legislation impacting
the foreclosure process took effect.

        -- Lenders repossessed 34,997 U.S. properties in April,
down 20 percent from March and down 32 percent from April 2012 to
the lowest level since July 2007 -- a 69-month low.

        -- Lender repossessions (REO) decreased from a year ago in
37 states and the District of Columbia in April, but some notable
exceptions where REO activity increased from a year ago included
Washington (164 percent increase), Maryland (98 percent increase),
Oklahoma (19 percent increase), and Ohio (17 percent increase).

        -- Nevada posted the nation's highest state foreclosure
rate for the second month in a row despite a 15 percent monthly
decrease in foreclosure activity.

        -- Akron, Ohio, posted the nation's highest metro
foreclosure rate in April thanks in part to a 147 percent annual
increase in overall foreclosure activity.  One other Ohio city
(Columbus), along with five Florida cities, Las Vegas, Myrtle
Beach, S.C. and Chicago also registered top 10 metro foreclosure
rates in April.

        -- As of the beginning of May, A total of 11.3 million
mortgages nationwide were seriously underwater, meaning combined
amount of mortgages secured by the home was at least 25 percent
more than the estimated value of the home.  That represented 26
percent of all outstanding mortgages, but was down nearly 1.5
million from the 12.8 million seriously underwater mortgages in
May 2012.

                      About RealtyTrac Inc.

RealtyTrac -- http://www.realtytrac.com-- is a supplier of U.S.
real estate data, with more than 1.5 million active default,
foreclosure auction and bank-owned properties, and more than 1
million active for-sale listings on its website, which also
provides essential housing information for more than 100 million
homes nationwide.  This information includes property
characteristics, tax assessor records, bankruptcy status and sales
history, along with 20 categories of key housing-related facts
provided by RealtyTrac's wholly-owned subsidiary, Homefacts(R).
RealtyTrac's foreclosure reports and other housing data are relied
on by the Federal Reserve, U.S. Treasury Department, HUD, numerous
state housing and banking departments, investment funds as well as
millions of real estate professionals and consumers, to help
evaluate housing trends and make informed decisions about real
estate.


* Judicial Foreclosure Actions Hit 30-Month High in April 2013
--------------------------------------------------------------
RealtyTrac(R) on May 9 released its U.S. Foreclosure Market
Report(TM) for April 2013, which shows foreclosure filings --
default notices, scheduled auctions and bank repossessions -- were
reported on 144,790 U.S. properties in April, a decrease of 5
percent from the previous month and down 23 percent from April
2012.  Total foreclosure activity in April was at the lowest level
since February 2007, a 74-month low.

The report also shows one in every 905 U.S. housing units with a
foreclosure filing during the month.

"The April numbers indicate that the pig is moving through the
python when it comes to deferred foreclosures in judicial
foreclosure states," said Daren Blomquist, vice president at
RealtyTrac.  "Foreclosure starts have been increasing for several
months in many of the judicial states, and now that increased
volume is showing up in the second stage of the process: the
public foreclosure auction.  Scheduled foreclosure auctions in
judicial states jumped to a 30-month high in April, evidence that
lenders are serious about moving forward with completing the
foreclosure process -- either through repossession or sale to a
third party investor at public auction.

"Meanwhile, foreclosure starts are bouncing higher in a handful of
non-judicial states where servicers are adjusting to legislation
designed to prevent improper foreclosures," Mr. Blomquist
continued.  "This includes Nevada, Washington and Arkansas, where
foreclosure starts have been increasing on an annual basis since
late 2012, along with Oregon and California, where foreclosure
starts are still down from a year ago but have been moving
steadily higher in recent months."

High-level findings from the report:

        -- Scheduled judicial foreclosure auctions (NFS) increased
22 percent from March to April and were up 31 percent from a year
ago to the highest level since October 2010 -- a 30-month high.

        -- Scheduled foreclosure auctions increased from a year
ago in 15 of the 26 judicial or quasi-judicial foreclosure states,
including Maryland (199 percent increase), New Jersey (91 percent
increase), Ohio (73 percent increase), Oklahoma (57 percent
increase), and Florida (55 percent).  Scheduled foreclosure
auctions reached a 68-month high in Ohio, a 31-month high in
Maryland, a 27-month high in New Jersey, and an 18-month high in
Oklahoma.

        -- Scheduled non-judicial foreclosure auctions (NTS) in
April were down 7 percent from March and down 43 percent from
April 2012 to the lowest level since December 2005 -- an 88-month
low.

        -- A total of 70,133 U.S. properties started the
foreclosure process in April, down 4 percent from the previous
month and down 28 percent from a year ago.


        -- Despite the nationwide decline, 22 states reported
increasing foreclosure starts from the previous month, including
New Jersey (138 percent increase), Connecticut (46 percent
increase), Texas (37 percent increase), Georgia (35 percent
increase), Oregon (16 percent increase), and California (13
percent increase).  Foreclosure starts reached a 36-month high in
Connecticut, a 27-month high in New Jersey, and were up on a
monthly basis for the third consecutive month in California after
hitting a 90-month low in January, when new legislation impacting
the foreclosure process took effect.

        -- Lenders repossessed 34,997 U.S. properties in April,
down 20 percent from March and down 32 percent from April 2012 to
the lowest level since July 2007 -- a 69-month low.

        -- Lender repossessions (REO) decreased from a year ago in
37 states and the District of Columbia in April, but some notable
exceptions where REO activity increased from a year ago included
Washington (164 percent increase), Maryland (98 percent increase),
Oklahoma (19 percent increase), and Ohio (17 percent increase).

        -- Nevada posted the nation's highest state foreclosure
rate for the second month in a row despite a 15 percent monthly
decrease in foreclosure activity.

        -- Akron, Ohio, posted the nation's highest metro
foreclosure rate in April thanks in part to a 147 percent annual
increase in overall foreclosure activity.  One other Ohio city
(Columbus), along with five Florida cities, Las Vegas, Myrtle
Beach, S.C. and Chicago also registered top 10 metro foreclosure
rates in April.

        -- As of the beginning of May, a total of 11.3 million
mortgages nationwide were seriously underwater, meaning combined
amount of mortgages secured by the home was at least 25 percent
more than the estimated value of the home.  That represented 26
percent of all outstanding mortgages, but was down nearly 1.5
million from the 12.8 million seriously underwater mortgages in
May 2012.

Local broker quotes from the RealtyTrac Network

        -- "The jump in scheduled foreclosure auctions should
bring some much needed relief to both the Oklahoma City and Tulsa
areas, where inventory is extremely tight, as many of these
properties will end up repossessed by lenders and then listed for
sale," said Sheldon Detrick, CEO of Prudential Alliance Realty in
Oklahoma City and Prudential Detrick Realty in Tulsa.  "Local
buyers will snap these up quickly, whether at the foreclosure
auction itself or once a foreclosed home is listed for sale.  The
economy here is strong and well-priced properties are selling
above their asking prices -- most with multiple offers."

        -- "The increase in NODs is an expected result of the
California Homeowner Bill of Rights that took effect in January,"
said Rich Cosner, president of Prudential California Realty
covering Orange, Riverside and San Bernardino counties in Southern
California.  "This increase in NODs will put no downward pressure
on prices because demand for property is so high. It may move some
homeowners, who have been living in their home for a long time
without making payments, to put their home on the market, but you
could put five times the number of NODs on the market and the
homes would be sold in less than 30 days."

Nevada, Florida, Ohio post highest state foreclosure rates
Nevada's foreclosure rate ranked highest among the states for the
second month in a row in April, reporting one in every 360 housing
units with a foreclosure filing during the month -- more than
twice the national average.  A total of 3,227 Nevada properties
had a foreclosure filing in April, down 15 percent from the
previous month and down 17 percent from a year ago -- although
Nevada foreclosure starts (NODs) were still up 40 percent on an
annual basis.

Florida foreclosure starts dropped 27 percent from March to April,
but for the second month in a row the state posted the nations'
second highest foreclosure rate: one in every 363 housing units
with a foreclosure filing.  Although the state's foreclosure
starts decreased annually for the second straight month, scheduled
foreclosure auctions in Florida (NFS) increased 55 percent from a
year ago in April -- the fourth straight month with an annual
increase in scheduled foreclosure auctions.  Florida REOs in April
increased 9 percent from a year ago, and the state has posted
annual increases in REOs in 15 of the last 16 months.

Ohio REOs and scheduled foreclosure auctions (NFS) both increased
on an annual basis in April, helping boost the state's foreclosure
rate to the nation's third highest: one in every 427 housing units
with a foreclosure filing.  April was the first month since
November 2007 that Ohio's foreclosure rate has ranked in the top
three.  A total of 11,991 Ohio properties had a foreclosure filing
in April, up 12 percent from March and up 23 percent from April
2012.  Scheduled foreclosure auctions in Ohio jumped 33 percent
from the previous month and were up 73 percent from a year ago to
a 68-month high.

Illinois foreclosure activity decreased 12 percent monthly and was
down 17 percent annually, but the state still posted the nation's
fourth highest foreclosure rate: one in every 501 housing units
with a foreclosure filing.

South Carolina foreclosure activity increased 14 percent monthly
and was up 21 percent annually, helping the state to post the
nation's fifth highest foreclosure rate: one in every 590 housing
units with a foreclosure filing.

Other states with foreclosure rates ranking among the top 10
highest were Connecticut (one in every 635 housing units with a
foreclosure filing), Maryland (one in every 650 housing units),
Georgia (one in every 682 housing units), Delaware (one in every
703 housing units), and Arizona (one in every 726 housing units).

Top 10 metro foreclosure rates in Ohio, Florida, Nevada, South
Carolina and Illinois One in every 211 housing units in Akron,
Ohio, had a foreclosure filing in April, more than four times the
national average and the highest foreclosure rate among
metropolitan statistical areas with a population of 200,000 or
more.

Another Ohio city, Columbus, also ranked among the top 10 metro
foreclosure rates in April.  One in every 326 Columbus housing
units had a foreclosure filing during the month, sixth highest
among metro areas nationwide.

Five Florida cities posted foreclosure rates in April that ranked
among the nation's top 10: Ocala at No. 2 (one in every 225
housing units with a foreclosure filing); Miami at No. 3 (one in
every 269 housing units); Orlando at No. 4 (one in every 287);
Jacksonville at No. 7 (one in every 345 housing units); and Tampa
at No. 9 (one in every 384 housing units).

Other cities in the top 10 were Las Vegas at No. 5 (one in every
302 housing units); Myrtle Beach, S.C., at No. 8 (one in every 365
housing units); and Chicago at No. 10 (one in every 389 housing
units).

                      About RealtyTrac Inc.

RealtyTrac -- http://www.realtytrac.com-- is a supplier of U.S.
real estate data, with more than 1.5 million active default,
foreclosure auction and bank-owned properties, and more than 1
million active for-sale listings on its website, which also
provides essential housing information for more than 100 million
homes nationwide.  This information includes property
characteristics, tax assessor records, bankruptcy status and sales
history, along with 20 categories of key housing-related facts
provided by RealtyTrac's wholly-owned subsidiary, Homefacts(R).
RealtyTrac's foreclosure reports and other housing data are relied
on by the Federal Reserve, U.S. Treasury Department, HUD, numerous
state housing and banking departments, investment funds as well as
millions of real estate professionals and consumers, to help
evaluate housing trends and make informed decisions about real
estate.

* Bankers Warn Fed of Farm, Student Loan Bubbles
------------------------------------------------
Joshua Zumbrun & Craig Torres, writing for Bloomberg News,
reported that a group of bankers that advises the Federal
Reserve's Board of Governors has warned that farmland prices are
inflating "a bubble" and growth in student-loan debt has
"parallels to the housing crisis."

According to the Bloomberg report, the concerns of the Federal
Advisory Council, made up of 12 bankers who meet quarterly to
advise the Fed, are outlined in meeting minutes obtained by
Bloomberg through a Freedom of Information Act request.

Their alarm adds to a debate on the Federal Open Market Committee
about whether the benefits from their monthly purchases of $85
billion in bonds outweigh the risk of financial instability,
Bloomberg related. While Chairman Ben S. Bernanke has argued the
program is worth pursuing, Fed Governor Jeremy Stein and Kansas
City Fed President Esther George are among those who have voiced
concerns that an extended period of low interest rates is
heightening the risk of asset bubbles.

"Agricultural land prices are veering further from what makes
sense," according to minutes of the council's Feb. 8 gathering,
Bloomberg said. "Members believe the run-up in agriculture land
prices is a bubble resulting from persistently low interest
rates."

The Fed first lowered its target interest rate to near zero in
December 2008 and has pledged to hold it there until the
unemployment rate, currently 7.5 percent, falls to 6.5 percent,
Bloomberg recalled. The U.S. central bank has also engaged in
three rounds of bond purchases, known as quantitative easing,
driving the Fed's balance sheet to a record $3.32 trillion as of
May 1.


* CFPB Report Highlights Burden of Student Loan Debt
----------------------------------------------------
A new report by the Consumer Financial Protection Bureau details
the staggering debt that burdens an increasing number of
graduating college students. The report highlights how this debt
burden is having a long term damaging "domino effect" on the
economy by making it even more difficult for young adults to
purchase their first home, start a small business, and save for
retirement.

The report identifies a number of potential solutions supported by
Consumers Union to help students manage their debt, including
giving private student loan borrowers the ability to refinance
their loans, negotiate better lower payments over time, and a
"credit clean slate" for borrowers in default.

"The difficulties students face paying off high loan debt are all
too familiar to millions of American families across the country,"
said Suzanne Martindale, staff attorney for Consumers Union, the
policy and advocacy arm of Consumer Reports.  "Enabling students
to refinance their loans and negotiate more favorable terms with
lenders would provide much needed relief for struggling graduates
and the economy."

Earlier today, Senator Elizabeth Warren introduced legislation
that would lower the interest rate on subsidized federal student
loans for one year to .75 percent -- the same rate that big banks
are able to borrow money from the Federal Reserve Board.  The
current 3.4 percent rate on federal loans is set to go up to 6.8
percent on July 1 unless Congress acts to extend the existing
rate.

"Senator Warren's bill underscores the great disparity between the
extremely low interest rate at which big banks pay to borrow money
and the higher rates that students often pay," said Pamela Banks,
Policy Counsel for Consumers Union.  "Congress needs to act to
find a way to help struggling students manage skyrocketing loan
debt."

Consumers Union has urged regulators and Congress to adopt a
number of student loan reforms.


* Consumer Credit in U.S. Increases Slightly
--------------------------------------------
Shobhana Chandra, writing for Bloomberg News, reported that
consumer borrowing in the U.S. climbed less than projected in
March as Americans reduced credit-card purchases for the first
time this year.

According to the Bloomberg report, the $7.97 billion increase
followed an $18.6 billion advance the previous month that was the
biggest since May 2012, Federal Reserve figures showed on May 8 in
Washington.  The median forecast in a Bloomberg survey called for
a $15.6 billion rise. Revolving credit, which includes credit-card
spending, fell, while non-revolving borrowing rose.

The tempering of credit-card use coincides with a slowdown in
March consumer spending amid higher payroll taxes and limited
income growth, Bloomberg related. At the same time, rising stock
prices and home values are enabling households to repair finances,
putting them in a position to take advantage of low borrowing
costs for purchases such as new cars.

"The month-to-month volatility doesn't change the picture," Sam
Coffin, an economist for UBS Securities LLC in Stamford,
Connecticut, said, Bloomberg cited.  "Household balance sheets
have been improving quite a bit. Gains in home and equity prices
are helping."

Estimates of the 31 economists surveyed by Bloomberg ranged from
gains of $11 billion to $20 billion.

Stocks climbed, sending the Standard & Poor's 500 Index to its
fourth-straight record close, on optimism over global central bank
stimulus and better-than-estimated corporate earnings, the
Bloomberg report related.  The S&P 500 increased 0.5 percent to
1,625.96 at the close in New York.


* FDIC Tightens Squeeze on Failed Bank Execs
--------------------------------------------
Evan Weinberger of BankruptcyLaw360 reported that the Federal
Deposit Insurance Corp. is taking a more aggressive stance toward
officers and directors of failed banks, experts say, filing more
lawsuits against executives as recent litigation victories and
political pressures increasingly spur the agency to hold
individuals accountable for bank failures.

According to a Wednesday report from Cornerstone Research, the
FDIC has filed 12 lawsuits against the officers and directors of
failed banks between Jan. 1 and April 22, 2013, the report said.


* Legislative Package Seeks to Weaken Dodd-Frank Law's Provisions
-----------------------------------------------------------------
Danielle Douglas, writing for The Washington Post, reported that
nearly three years after Congress passed the Dodd-Frank financial
law to limit risky activities on Wall Street, a series of bills
could weaken regulation of derivatives -- the exotic securities
that helped fuel the crisis.

According to the report, the House Financial Services Committee
passed six bills that limit reforms in the complex market of
derivatives, including adding more flexibility for financial
services companies that deal in them. A bipartisan group of
lawmakers hailed the measures as necessary repairs to statutes
that could hinder U.S. firms in doing business.  But the Obama
administration has warned that the package of bills weakens
critical reforms.

"In many instances, [the proposed] legislation is premature and
aspects would be disruptive and harmful to the implementation of
key reforms," Treasury Secretary Jack Lew wrote to the panel's
chairman, Jeb Hensarling (R-Tex.), the report said. Regulators
should be given time to "complete their ongoing rulemakings, and
then determine what changes, if any, might be necessary to improve
the effectiveness of reforms."

A similar set of bills cleared the House last year but died in the
Senate, the Post recalled.  The new legislation is likely to face
a similar fate, but opponents have grown worried that individual
measures could be tucked into broader pieces of legislation that
would be difficult to defeat.


* More Errors in Checks Meant to Aid Homeowners
-----------------------------------------------
Ben Protess and Jessica Silver-Greenberg, writing for The New York
Times' DealBook, reported that three weeks after checks sent to
homeowners as compensation for foreclosure abuses were rejected
for insufficient funds, the consulting firm at the center of the
mishap erred again: a fresh round of checks was written for the
wrong amounts.

In recent days, according to officials briefed on the matter, Rust
Consulting issued nearly 100,000 checks for less than the
homeowners were owed, the DealBook report related.  The mistake
potentially cheated consumers out of millions of dollars they were
owed under a deal reached between the government and the nation's
biggest banks.

Federal regulators ordered Rust to fix its mistake, the DealBook
said, and in a statement, Rust said late Wednesday that it had
"corrected the error and plans to mail supplemental checks to
affected borrowers as soon as May 17." It attributed the mistake
to a "clerical error."  But the developments cast another harsh
spotlight on Rust, which had been selected as the distributor of
checks for the $3.6 billion settlement deal that regulators struck
with the banks. The continued problems with Rust also raised
questions about the government's oversight of the firm and the
wisdom of hiring it in the first place.

What's more, some homeowners complain the problem is broader than
Rust has acknowledged, the DealBook further related.  Jennifer
Lawson, whose husband is on active duty with the Navy, said she
was stunned when she received a check on April 19 for $600. Under
the terms of the settlement deal, Ms. Lawson expected thousands of
dollars in compensation for her foreclosure.

The DealBook said the problems have alarmed Capitol Hill and
prompted investigations into the settlement.  The report also
noted that with more than 50 federal contracts to its name, and
its own political action committee spreading campaign donations
across Washington, Rust has become a favored middleman for class-
action lawsuits and government settlements.


* New York State Investigating Pension-Advance Firms
----------------------------------------------------
Jessica Silver-Greenberg, writing for The New York Times'
DealBook, reported that New York's top banking regulator has begun
an investigation into pension advance firms, the lenders that woo
retirees to sign over their monthly pension checks in return for
cash.

According to the DealBook report, the regulator, the Department of
Financial Services, sent subpoenas to 10 companies in the business
on Tuesday.

Federal and state authorities say that such advances are actually
loans that require customers to sign over all or a portion of
their monthly pension checks in exchange for a lump-sum payment,
the DealBook related. The high-cost loans, the authorities say,
threaten to erode the retirement savings of a growing number of
older Americans, thrusting retirees deep into debt.

Benjamin M. Lawsky, who heads the agency, calls the pension
advances, which were the subject of an article in The New York
Times, "nothing more than payday loans in sheep's clothing," the
DealBook further related.  The agency took the action at the
urging of the office of New York Gov. Andrew M. Cuomo.

The Times's review of more than two dozen loan contracts found
that the loans, once fees were factored in, could come with
effective interest rates from 27 to 106 percent -- critical
information that was not disclosed either in the ads or the
contracts.

In its investigation, the Department of Financial Services is
examining whether the companies have flouted state usury laws and
whether the loans violate a federal law that restricts how
military pensions can be used, according to the people with
knowledge of the matter, the DealBook said. The agency is also
investigating whether the lenders dupe retirees into signing up
for the loans by disguising the soaring interest rates, the people
said.


* Hedge Funds Rush Into Debt Trading with $108 Billion
------------------------------------------------------
Lisa Abramowicz, Miles Weiss and Christine Harper, writing for
Bloomberg News, reported that hedge funds using debt-trading
strategies honed on Wall Street are expanding at a record pace as
they profit from risks big banks are no longer taking.

According to the Bloomberg report, BlueCrest Capital Management
LLP doubled its New York staff in the two years through December,
while Pine River Capital Management LP increased its global
workforce by one-third in 2012. Hedge-fund firms are hiring from
companies such as Deutsche Bank AG, Barclays Plc, and Bank of
America Corp. as their credit funds have attracted $108 billion
since 2009, data compiled by Chicago-based Hedge Fund Research
Inc. show.

Bloomberg said the flow of funds and people is taking place as
regulators demand banks curb proprietary trading and back riskier
wagers with more capital to prevent another financial crisis. That
has allowed so-called shadow-banking firms to expand in businesses
contracting at the largest lenders, including distressed-debt
trading and fixed-income arbitrage, a strategy that seeks to
profit from short-term price differentials.

"The regulatory posture in the U.S. and in Europe is unequivocal:
They want to transfer risk to the shadow-banking system," Roy
Smith, a finance professor at New York University's Stern School
of Business and former Goldman Sachs Group Inc. partner, told
Bloomberg. "It does come at the cost of interfering with some
financial capabilities of the large banks to function as market
makers and arbitrage providers."


* BOOK REVIEW: Land Use Policy in the United States
---------------------------------------------------
Author: Howard W. Ottoson
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://is.gd/tiz2N3

In 1962, marking the 100th anniversary of the signing of the
Homestead Act by President Lincoln, 20 nationally recognized
economists, historians, a political scientist, and a geographer
presented papers at the Homestead Centennial Symposium at the
University of Nebraska. Their task was to appraise the course
that United States land policy had taken since independence. The
resulting papers are presented in this book, grouped into five
major areas: historical background; social factors influencing
U.S. land policy; past, present and future demands for lands in
the U.S.; control of land resources; and implications for future
land policy.

This book begins with a summary of the Homestead Act, its
antecedents, the arguments of its supporters and detractors, and
its intent versus implementation. The Act offered a quarter
section (160 acres) of public land in the West to citizens and
intended citizens for a $14 filing fee and an agreement to live
on the land for five years. The program ended in 1935.

Advocates claimed that frontier lad had no value to the
government until it was developed and began generating tax
revenue. Opponents feared the Act would lower land valued in the
East and pushed for government sale of the land. In practice,
states, territories, railroads and investors were able to set
aside more land than was eventually handed over to the
homesteaders.

One paper deals with land policy before 1862. From the start,
the U.S. required that "all grants of land by the federal
government should embody a description of the land not merely in
quality, but in place as defined by relation to an actual
survey." This policy avoided countless boundary disputes so
vexing to other countries.

Perhaps most interesting are the social history chapters:
Czechoslovakians pushing wheelbarrows across Nebraska,
"Daughters and Sons of the Revolution.(living) next
to.Mennonites," and "an illiterate.neighborly with a Greek and a
Hebrew scholar from a colony of Russian Jews." Mail-order
brides, "defectors from civilization," the importance of the
Mason jar, the Jeffersonian dream of a nation of agrarian
freeholders, and Santayana's observation that the typical
American skitters between visionary idealism and crass
materialism, all make for fascinating reading.

The land-use policy problems discussed certainly haven't been
solved today. And, although land use conflicts in the U.S.
haven't always been resolved equitably, "the big step forward
taken by the United States during the last one hundred and fifty
years in the age-long struggle of man towards the ideals of
mutuality and equity has been the working out of a system
wherein the sovereign superior who prescribes the working-rules
for land use and decision making have become, himself, a
collective of the citizenry."

A chapter is devoted to the arguments between the family farm ad
the "sentiment against concentration of wealth in the hands of a
few." The discussion of the Land Grant college system and its
contribution to international development closes with a quote
from Chester Bowles:

"Can we, now the richest people on earth, become creative
participants in the unprecedented revolutionary changes of our
era, changes that the most privileged people will oppose tooth
and nail, but which for the bulk of mankind offer the hopeful
prospect of a little more food, a little more opportunity, a
doctor for their sick child, and sense of personal dignity?"


                             *********

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, 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
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are $25 each.  For subscription information, contact Peter A.
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