TCR_Public/130513.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, May 13, 2013, Vol. 17, No. 131

                            Headlines

11850 DEL PUEBLO: Balks at Lender's Bid for Stay Relief
A123 SYSTEMS: Files Plan Modifications Ahead of May 20 Hearing
A123 SYSTEMS: Moody Famiglietti May Provide Financial Services
AFA INVESTMENT: Cash Collateral Termination Date Extended
ALLIANCE HEALTHCARE: S&P Rates $390 Million Secured Debt 'BB-'

ALLY FINANCIAL: Fitch Keeps 'BB-' IDR on Rating Watch Negative
ANTIOCH COMPANY: U.S. Trustee Forms Seven-Member Creditors Panel
ANTIOCH COMPANY: Has Until May 16 to File Schedules of Assets
ARYSTA LIFESCIENCE: High Leverage Cues Moody's to Assign B2 CFR
ASCEND LEARNING: Bank Debt Trades at 0.15% Discount

ATP OIL: To Sell Assets to Credit Suisse for $691 Million
ATP OIL: Signifies Intent to Comply With Gomez Hub Shut-in Order
B-NWI4 LLC: Voluntary Chapter 11 Case Summary
BALL CORP: Fitch Assigns BB+ Rating to $600MM Sr. Unsecured Notes
BALL CORP: Moody's Keeps 'Ba1' CFR & Rates New Debt 'Ba1'

BALL CORP: S&P Assigns 'BB+' Rating to $600MM Sr. Unsecured Notes
BEAR ISLAND: Court Approves Changes to FTI Compensation
BISSONNET OAKS: Case Summary & 20 Largest Unsecured Creditors
BLUEJAY PROPERTIES: Wants Until July 26 to Solicit Plan Votes
BUFFALO PARK: Case Summary & 13 Largest Unsecured Creditors

CAESARS ENTERTAINMENT: Bank Debt Trades at 8.49% Discount
CITIZENS DEVELOPMENT: Has Until May 24 to File Reorganization Plan
CITIZENS DEVELOPMENT: May Use Cash Collateral Through May 31
CLAIRE'S STORES: Moody's Rates New $320MM Sr. Unsec. Notes 'Caa2'
CLAIRE'S STORES: S&P Assigns 'CCC' Rating to $320MM Senior Notes

CLAMAR ENTERPRISES: Voluntary Chapter 11 Case Summary
CLEAR CHANNEL: S&P Rates $1.5 Billion Senior Secured Loan 'CCC+'
COMMERCIAL MANAGEMENT: No Special Counsel for Equity Holder
D & L ENERGY: U.S. Trustee Forms Seven-Member Creditors Panel
DETROIT, MI: Emergency Manager Files Status Report

EASTMAN KODAK: Wins Court Approval to Expand E&Y Services
EMMONS-SHEEPSHEAD: Taps Wolf Haldenstein as Real Estate Counsel
ENTRAVISION COMMUNICATIONS: Moody's Rates New $405MM Debt 'B2'
ENTRAVISION COMMUNICATIONS: S&P Rates Term Loan B Due 2020 'B+'
GASTAR EXPLORATION: Moody's Assigns 'Caa2' CFR; Outlook Positive

GC ENCINO: Voluntary Chapter 11 Case Summary
GREGORY WOOD: Taps Robertson & Foley to Locate Buyer
HARRON COMMUNICATIONS: Moody's Rates $65MM Add-On Sr. Bonds 'Caa1'
HARRON COMMUNICATIONS: S&P Raises Rating on Secured Debt to 'BB'
HI-WAY EQUIPMENT: Files Schedules of Assets and Liabilities

HOSPITAL ACQUISITION: Moody's Assigns 'B3' Corp. Family Rating
HUDBAY MINERALS: S&P Revises Outlook to Negative & Affirms 'B' CCR
HUDSON PRODUCTS: No Change on Moody's B2 CFR on Debt Re-Pricing
HUFF GRANDCHILDREN: Case Summary & Largest Unsecured Creditor
IERRA VENTURE: Case Summary & 15 Largest Unsecured Creditors

INSIGNIA VESSEL: Moody's Changes Outlook on 'B3' CFR to Positive
ISLE OF CAPRI CASINO: Moody's Rates $300MM Revolver Debt 'Ba2'
JAMESTOWN LLC: Voluntary Chapter 11 Case Summary
JOHN ROCCO: Trustee May Continue to Pursue Suit v. Peachtree
MACON VENTURE: Case Summary & 6 Largest Unsecured Creditors

MADISON MEMORIAL: S&P Revises Outlook & Affirms 'BB+' Rating
MANAGED HEALTH: S&P Withdraws 'B' Corporate Credit Rating
METEX MFG: Seeks Further Extension of Exclusive Periods
METROPARK USA: Committee May Modify Terms of Blakeley Employment
MORTGAGES LTD: Furst Plan's Suit v. ML Manager Dismissed

MULTIBANK: Fitch Affirms 'BB+' Long-Term Issuer Default Rating
MURRAY ENERGY: S&P Assigns 'BB-' Rating to $300MM 1st-Lien Loan
NATURE'S PUREST: Updated Case Summary & Creditors' Lists
NEPHROS INC: Incurs $2.7-Mil. Net Loss in First Quarter
ORECK CORPORATION: Case Summary & 21 Largest Unsecured Creditors

OTELCO INC: Has Authority to Hire Auditor, Tax Accountant
OZBURN-HESSEY HOLDING: Moody's Rates Proposed $320MM Debt 'B3'
PEABODY ENERGY: Fitch Affirms 'BB+' Issuer Default Rating
PHOENIX DEVELOPMENT: Case Summary & 4 Unsecured Creditors
PUERTO DEL REY: Deal on Plan Confirmation Schedule Approved

REGAL PROPERTY: Case Summary & 4 Unsecured Creditors
REVEL AC: Committee Taps Polsinelli as Bankruptcy Counsel
ROCHA DAIRY: Debtor, Creditor MLIC Back to Drawing Board
ROTECH HEALTHCARE: Equity Committee Taps Baker as Counsel
ROTECH HEALTHCARE: Creditors' Committee Taps Otterbourg as Counsel

ROCKWELL MEDICAL: Incurs $15.4-Mil. Net Loss in Q1 2013
RSI GROUP: Case Summary & 6 Largest Unsecured Creditors
SAN JUAN CABLE: Moody's Eyes Downgrades After Technical Default
SATISFACTION ENTERPRISES: Case Summary & 9 Unsecured Creditors
SCHOOL SPECIALTY: Shareholders Want Equity Committee Appointed

SCC KYLE: Files Non-Material Modifications to Reorganization Plan
SCC KYLE: Court Orders Plan Mediation by May 15
SQUIRE CORRUGATED: Case Summary & 20 Largest Unsecured Creditors
SUGARHOUSE HSP: S&P Assigns 'CCC' Rating to $235MM 2nd-Lien Notes
SUGARHOUSE HSP: New $235MM Senior Notes Get Moody's 'B3' Rating

SUGARLEAF TIMBER: Plan Confirmation Hearing Continued to July 15
SUNSHINE HOTELS: Joint Hearing on Disclosure Statements on June 19
TARGA RESOURCES: Moody's Rates Proposed $625MM Sr. Notes 'Ba3'
TARGA RESOURCES: S&P Rates $625MM Senior Unsecured Notes 'BB'
TREASURE VALLEY: Case Summary & 20 Largest Unsecured Creditors

TXU CORP: 2014 Bank Debt Trades at 22% Off in Secondary Market
UNIFIED 2020: Voluntary Chapter 11 Case Summary
VIPOO HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
YISHLAM INC: Case Summary & 10 Largest Unsecured Creditors
YOUTH WITH A MISSION: Case Summary & 4 Unsecured Creditors

YARWAY CORP: Sec. 341(a) Meeting Set for May 29
YARWAY CORP: Asbestos PI Claimants' Committee Appointed
YARWAY CORP: FCR Seeks Authority to Hire Counsel, Consultants

* Moody's Notes Impact of New Regulations for Insurance Sector
* Fitch Says U.S. Healthcare Spending Growth Likely to Remain Low

* BOND PRICING -- For Week From May 6 to 10, 2013


                            *********


11850 DEL PUEBLO: Balks at Lender's Bid for Stay Relief
-------------------------------------------------------
11850 Del Pueblo LLC filed with the Bankruptcy Court a brief in
opposition to lender U.S. Bank National Association's motion for
relief of stay.

The lender in possession of the Debtor's property through a state
court-appointed receiver, alleged that the case was filed in bad
faith, and the Debtor failed to comply with the single asset real
estate debtor requirements.

The Debtor, in its brief, asserted that the lender is adequately
protected and has not shown evidence of lack of equity; and the
property is necessary for reorganization.

                      About 11850 Del Pueblo

11850 Del Pueblo, LLC, first filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 12-42819) in Los Angeles on Sept. 27, 2012.
The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B),
owns property on 11850 Valley Boulevard, in El Monte, California.
The property, according to the schedules filed together with the
petition, is worth $9 million and secures a $17.5 million claim.
The Law Offices of Levi Reuben Uku serves as counsel to the
Debtor.

The Court dismissed the bankruptcy case on Oct. 12, 2012, due to
the Debtor's failure to timely file certain necessary documents.

The Debtor filed a second petition (Bankr. C.D. Cal. 12-44726)
on Oct. 15.

Bankruptcy Judge Robert N. Kwan presides over the case.  The
Debtor is represented in the second case by Chukwudum N. Emenike,
Esq.; and the Law Offices of Levi Reuben Uku.


A123 SYSTEMS: Files Plan Modifications Ahead of May 20 Hearing
--------------------------------------------------------------
A123 Systems, Inc., et al., filed with the U.S. Bankruptcy Court
for the District of Delaware "Modifications to the First Amended
Joint Plan of Liquidation."

On March 14, 2013, the Court entered an order approving the
adequacy of the Disclosure Statement, and scheduling a May 20,
2013 hearing to consider confirmation of Plan.

According to the Debtors, modifications to the Plan are the result
of negotiations among the Debtors, the Official Creditors'
Committee and certain parties-in-interest.

The Debtors and their advisors do not believe the Modifications
adversely change the treatment of any claim of any creditor or any
interest of any equity security holder.  The Debtors and their
advisors expect that the Plan Modifications will increase
recoveries to the holders of impaired claims entitled to a
recovery under the Plan.

The changes include, among other things:

   1. modifications relating to the asset disposition agreement;

   2. modifications relating to negotiations between the Debtors
      and additional parties-in-interest; and

   3. additional modifications and filing of the proposed
      confirmation order.

A copy of the Plan Modifications is available for free at
http://bankrupt.com/misc/A123SYSTEMS_planmodifications.pdf

                       About A123 Systems

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

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

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

A123 Systems was renamed B456 Systems Inc., following the sale.

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

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


A123 SYSTEMS: Moody Famiglietti May Provide Financial Services
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
B456 Systems, Inc., f/k/a A123 Systems, Inc., to employ Moody,
Famiglietti & Andronico, LLP, to review interim financial
information of A123 Systems for the three month period ending
Sept. 30, 2012.

As reported in the Troubled Company Reporter on April 18, 2013,
according to the Debtors, a review of A123 System's financial
information is necessary for the Company to be able to file with
the U.S. Securities and Exchange Commission the required quarterly
report on Form 10-Q for the quarter ended on Sept. 30, 2012.  The
Debtors relate that they have not filed the Form 10-Q due to the
filing of their Chapter 11 cases.

The Debtors will pay MFA fees between $99,000 and $165,000,
depending on the complexity of the information to be reviewed.

The Debtors assured the Court that no work performed by MFA will
be duplicative or work performed by any other professional
retained by the Debtors in the cases.

                       About A123 Systems

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

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

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

A123 Systems was renamed B456 Systems Inc., following the sale.

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

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


AFA INVESTMENT: Cash Collateral Termination Date Extended
---------------------------------------------------------
AFA Investment Inc., et al., and the second lien agent agreed to
further extend the termination date under the Interim Cash
Collateral Order through May 9, 2013.

                          About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
The Company had five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA had seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings (BLBT) affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson &
Corroon LLP serves as co-counsel.  The Committee also obtained
approval to retain J.H. Cohn LLP as its financial advisor, nunc
pro tunc to April 13, 2012.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.


ALLIANCE HEALTHCARE: S&P Rates $390 Million Secured Debt 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
rating to Alliance HealthCare Services' $390 million secured bank
facility, with a '2' recovery rating, indicating prospects of
substantial recovery (70%-90%) of principal in the event of a
default.  The facility comprises a $340 million term loan and
$50 million revolving credit facility, which mature in 2019 and
2018, respectively.  This financing, which will take out the
company's outstanding term loan, is debt leverage neutral, and
will lower interest rates and extend maturities.  The issue-level
rating assigned is the same rating as the existing term loan.

In addition, S&P is raising the issue-level rating on the
company's $190 million senior unsecured notes to 'B' from 'B-' and
revising the recovery assessment to '5' from '6'.  The '5'
recovery assessment reflects S&P's expectation for modest recovery
(10%-30%) in the event of default.  The revision is driven by the
increasing portion of the business (now about 20% of EBITDA)
relating to joint ventures, which are excluded from the collateral
package supporting the secured debt lenders.  This non-collateral
value would be shared on a pari passu basis among the secured
claims not satisfied by the value of the collateral, the claims
relating to the unsecured debt, as well as any other unsecured
claims.  Although the benefits accruing to the unsecured comes at
the expense of recovery on the secured debt, collateral coverage
for secured lenders remained sufficient to warrant a '2' recovery
rating.

S&P's ratings on Newport Beach, Calif.-based Alliance HealthCare
Services reflects its "weak" business risk profile highlighted by
a fragmented diagnostic imaging market with somewhat low barriers
to entry, reimbursement risk, and a relatively high fixed-cost
structure.  Although operating performance remains under pressure,
Alliance HealthCare's financial metrics have stabilized over the
past few quarters.  Adjusted debt leverage of 4.1x and funds from
operations-to-debt of 17% for 2012 are consistent with the
company's "aggressive" financial risk profile.  Healthy internal
cash generation support the company's "adequate" liquidity.

RATINGS LIST

Alliance HealthCare Services
Corporate Credit Rating              B+/Stable/--

New Rating

Alliance HealthCare Services
$340 mil term loan due 2019          BB-
  Recovery Rating                     2
$50 mil revolving facility due 2018  BB-
  Recovery Rating                     2

Rating Raised Recovery Rating Revised
Alliance HealthCare Services
                                      To         From
Senior Unsecured                      B          B-
Recovery Rating                      5          6


ALLY FINANCIAL: Fitch Keeps 'BB-' IDR on Rating Watch Negative
--------------------------------------------------------------
Fitch Ratings has maintained Ally Financial Inc.'s (Ally) long-
term Issuer Default Rating (IDR) and senior unsecured debt rating
of 'BB-' on Rating Watch Negative. The ratings were first placed
on Rating Watch Negative on May 15, 2012, following the bankruptcy
filing by Ally's wholly-owned subsidiary Residential Capital LLC
(ResCap).

Key Rating Drivers

Fitch expects to resolve the Rating Watch upon receiving further
clarity and certainty with ResCap's Bankruptcy process. The
independent examiner's report is expected to be released in the
near future, which should provide clarity on whether ResCap's
creditor claims against Ally are valid and can be pursued. In case
the independent examiner's report is further delayed, Fitch
expects to review the Rating Watch at least quarterly until it is
resolved.

Ally's core auto-related business continued to perform well both
in terms of profitability and asset quality. Profitability
improvement was driven by solid growth in auto earning assets (13%
year-over-year), despite fierce competition, and lower borrowing
costs due to increase in deposit funding. Asset quality was strong
with 1Q13 consolidated net loss rate declining to 0.46%, from
0.53% in 4Q12, driven by typical seasonal improvement experienced
in the first half of the year. Fitch expects asset quality to
normalize in 2013 due to change in Ally's asset-mix, portfolio
seasoning, and moderation in used car prices from their historical
peaks.

Ally's capital levels strengthened in 1Q13, benefiting from
earnings retention and gain on sale of international auto-related
operations. Furthermore, the sale of remaining mortgage servicing
rights (MSRs) assets should further help to reduce the regulatory
capital charge associated with the MSRs, and lessen the volatility
in Ally's future earnings caused by MSR-related valuation marks.
Pro-forma tier 1 common ratio, all else equal, is expected to
increase to approximately 9.9% post-closing, from 7.9% at the end
of 1Q'13. Fitch believes this gives Ally increased financial
flexibility to deal with reasonable adverse developments related
to ResCap's bankruptcy. That said, Ally's capital position could
be affected depending on the pace of the repayment of the U.S.
Treasury's investment relative to earnings generation.

Funding and liquidity remained solid. Deposit growth at Ally Bank
was robust in 1Q13, and deposits now accounts for 40.1% of Ally's
total funding, offering Ally with stable and low-cost source of
funding. Retail deposits increased to $38.8bn in 1Q13, up $9.5bn
or 32% year-over-year. Liquidity levels increased in 1Q13
primarily due to the $3.7bn in proceeds received from the sale of
Canadian operations. Debt maturities have normalized since the
company repaid its TLGP debt in 4Q12. Liquidity is expected to
improve further as pending international sales close over the
remainder of the year.

Rating Drivers and Sensitivities

The resolution of the Rating Watch will be driven by more
clarity/certainty around ResCap's bankruptcy and the potential
impact on Ally's financial and credit profile. Ally had previously
cited that losses associated with litigation matters and potential
PLS claims could be $0-$4 billion. Ratings could come under
pressure if Ally is viewed as being liable for ResCap's
liabilities and is exposed to claims at the higher end of this
range. However, the extent to which Ally's capital position is
further reduced as a result of the repayment of all or a portion
of the U.S. Treasury's investment in Ally would further influence
Fitch's analysis.

Conversely, further clarity/ certainty on ResCap's bankruptcy
which results in no material impact on Ally's financial and credit
profile along with repayment of Ally's secured financing from
ResCap, would lead to ratings stability. Positive rating momentum,
although limited until ResCap's resolution, would be driven by
sustained profitability in Ally's U.S. auto business, expansion of
the banking franchise along with growth in the bank's deposit
funding base, and repayment of the U.S. Treasury's investment,
while maintaining a conservative capital and liquidity posture.

Fitch maintains the following ratings on Rating Watch Negative:

Ally Financial Inc.
-- Long-term IDR 'BB-';
-- Senior unsecured 'BB-';
-- Viability rating 'bb-';
-- Perpetual preferred securities, series A 'CCC'.

GMAC Capital Trust I
-- Trust preferred securities, series 2 'B-'.

GMAC International Finance B.V.
-- Long-term IDR 'BB-';
-- Senior unsecured 'BB-'.

GMAC Bank GmbH
-- Long-term IDR 'BB-';
-- Senior unsecured 'BB-'.

Fitch has affirmed the following ratings:

Ally Financial Inc.
-- Short-term IDR at 'B'
-- Short-term debt at 'B';
-- Commercial Paper at 'B';
-- Support at '5';
-- Support Floor at 'NF',

GMAC International Finance B.V.
-- Short-term IDR at 'B';
-- Short-term debt at 'B'.

GMAC Bank GmbH
-- Short-term IDR at 'B';
-- Commercial Paper at 'B'.

GMAC (U.K.) plc
-- Short-term IDR at 'B';
-- Short-term debt at 'B'.


ANTIOCH COMPANY: U.S. Trustee Forms Seven-Member Creditors Panel
----------------------------------------------------------------
The U.S. Trustee for Region 12 appointed seven creditors to serve
on the Official Committee of Unsecured Creditors in the Chapter 11
cases of The Antioch Company, LLC, et al.

The Committee is comprised of:

      1. Sharon Holmlund
         1315 Cassins Street
         Carlsbad, CA 92011
         Tel: (760) 804-0590
         E-mail: SharonHolmlund@gmail.com

      2. Dawn Oldham
         7537 Pointview Circle
         Orlando, FL 32836
         Tel: (407) 222-9776
         E-mail: Cmtidbits@aol.com

      3. Karis Bellisario
         3409 Ramsgate Way
         Fort Smith, AR 72902
         Tel: (479) 420-6354
         E-mail: KarisCM@cox.net

      4. Christy J. Keyton
         4 Woodmere Drive
         Dothan, AL 36301
         Tel: (334) 791-1821
         E-mail: srdirck@aol.com

      5. LF Centennial Pte, Ltd.
         Attn: Martin Leder
         12 Princeton Drive
         Tappan, NY 10983
         Tel: (845) 365-3577
         E-mail: martyleder@lfusa.com

      6. Range Printing
         Attn: Paul Niccum
         1022 Madison Street
         Brainerd, MN 56401
         Tel: (218) 829-5982

      7. Lyn Johnson
         15545 Quickert Road
         Saratoga, CA 95070
         Tel: (408) 872-0438
         E-mail: Lynj@inst.net

According to the Trustee, Ms. Holmlund is designated as acting
chairperson of the Committee pending selection of a permanent
chairperson.

                     About The Antioch Company

St. Cloud, Minn.-based scrapbook company The Antioch Company and
six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn.
Case No. 13-41898) in Minneapolis on April 16, 2013.  Antioch
disclosed $10 million to $50 million in both assets and debts.

The affiliates that separate filed for Chapter 11 are Antioch
International-Canada LLC, Antioch International LLC, zeBlooms LLC,
Antioch Framers Supply LLC, Antioch International-New Zealand LLC,
and Creative Memories Puerto Rico, LLC.

Founded in 1926, Antioch and its affiliates make up one of the
world's preeminent suppliers of scrapbooks, related accessories,
and photo solutions for memory preservation through the direct
sales channel.  The Debtors also go by business names Creative
Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame
of Mind and Webway.

Antioch has 200 employees and currently has operations through the
Debtor companies and foreign subsidiaries in the United States,
Canada, Japan, Australia, and New Zealand. In 2012, the Company's
net revenue was approximately $93.8 million and it had a net loss
of $3.7 million.

Antioch previously sought bankruptcy protection in 2008 (Bankr.
S.D. Ohio Case No. 08-35741).


ANTIOCH COMPANY: Has Until May 16 to File Schedules of Assets
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota extended
until May 16, 2013, the deadline for The Antioch Company and six
affiliate to file their schedules of assets and liabilities.

St. Cloud, Minn.-based scrapbook company The Antioch Company and
six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn.
Case No. 13-41898) in Minneapolis on April 16, 2013.  Antioch
disclosed $10 million to $50 million in both assets and debts.

The affiliates that separate filed for Chapter 11 are Antioch
International-Canada LLC, Antioch International LLC, zeBlooms LLC,
Antioch Framers Supply LLC, Antioch International-New Zealand LLC,
and Creative Memories Puerto Rico, LLC.

Founded in 1926, Antioch and its affiliates make up one of the
world's preeminent suppliers of scrapbooks, related accessories,
and photo solutions for memory preservation through the direct
sales channel.  The Debtors also go by business names Creative
Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame
of Mind and Webway.

Antioch has 200 employees and currently has operations through the
Debtor companies and foreign subsidiaries in the United States,
Canada, Japan, Australia, and New Zealand. In 2012, the Company's
net revenue was approximately $93.8 million and it had a net loss
of $3.7 million.

Antioch previously sought bankruptcy protection in 2008 (Bankr.
S.D. Ohio Case No. 08-35741).

In the 2013 case, the U.S. Trustee appointed a seven-member
creditors committee.


ARYSTA LIFESCIENCE: High Leverage Cues Moody's to Assign B2 CFR
---------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) to Arysta LifeScience Corporation (Arysta), Ba3 ratings to
its proposed $150 million revolving credit facility due 2018 and
$1,100 million 7-year first lien term loan, and a Caa1 rating to
its proposed $555 million 7.5-year second lien term loan.

Proceeds from the term loans are expected to be used to refinance
the company's existing debt, add $139 million of cash to Arysta's
balance sheet and pay expenses. Moody's also assigned a
Speculative Grade Liquidity assessment of SGL-2. The outlook is
stable.

The following summarizes the ratings activity:

Ratings assigned:

Arysta LifeScience Corporation

Corporate Family Rating (CFR) -- B2

Probability of Default Rating -- B2-PD

$150 million revolving credit facility due 2018 -- Ba3 (LGD3, 31%)

$1,100 million first lien term loan due 2020-- Ba3 (LGD3, 31%)

Speculative Grade Liquidity -- SGL-2

Outlook - Stable

Arysta LifeScience SPC, LLC

$555 million second lien term loan due 2020 -- Caa1 (LGD5, 80%)

Outlook: Stable

Ratings Rationale:

Arysta B2 CFR reflects the company's high leverage (debt to EBITDA
= 6.6x, pro forma for the proposed debt refinancing and including
Moody's standard analytical adjustments). The refinancing
transaction will increase total debt outstanding to $1,719.6
million (on a pro forma basis as of December 31, 2012) from
$1,536.9 million. Approximately $65 million of existing non-
syndicated and contingent debt will remain outstanding.

The rating is supported by relatively steady earnings and cash
flows, diverse operations, a large customer base with little
customer concentration, broad geographic exposure, numerous
products such that the top 20 products account for less than half
of revenues and strong albeit niche market positions. The company
has grown historically through acquisitions and is the eleventh
largest crop protection chemical provider. Product registration
requirements provide meaningful barriers to entry for potential
competitors.

Favorable long-term demand trends for agricultural chemicals,
ongoing efforts by Arysta to expand its portfolio of active
ingredients and penetrate into new geographies will allow Arysta
to grow earnings and reduce leverage to a level more typical of
the B2 CFR. Generics make up the majority of its portfolio and do
not provide protection from competition and the higher margins of
certain patented products. Foreign exchange exposure has been a
source of volatility in earnings reported in Japanese yen, but
with the proposed US dollar debt, hedging exposure to the Japanese
yen will be less of an issue.

Arysta's SGL-2 rating reflects good liquidity, supported by cash
balances, availability under its $150 million undrawn revolving
credit facility, and expectations it will continue to generate
positive free cash flow. Its year-end 2012 cash balance of $44
million will increase to $183 million, pro forma for the proposed
refinancing. The new revolving credit facility will be undrawn at
the close of the refinancing.

The stable outlook reflects Moody's expectation that Arysta will
be able to grow its business in a relatively steady manner while
reducing leverage. The rating could be upgraded if Arysta were to
maintain a Debt / EBITDA ratio of less than 5.0x on a sustained
basis as well as continue to generate meaningful free cash flow.
The rating could be lowered if the EBITDA margins were to decline
substantially or leverage (Debt/EBITDA) remained above 6.0x beyond
2013.

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

Arysta LifeScience Corporation (Arysta), headquartered in Tokyo,
is an agrochemical company with a diverse portfolio of crop
protection products (herbicides, insecticides, fungicides,
fumigants, bio-stimulants and nutrients). Arysta's global
operations generated 2012 revenues of $1.6 billion.


ASCEND LEARNING: Bank Debt Trades at 0.15% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Ascend Learning
Inc. is a borrower traded in the secondary market at 99.85 cents-
on-the-dollar during the week ended Friday, May 10, 2013,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.35 percentage points from the previous week, the Journal
relates.  The loan matures May 18, 2017.  The Company pays L+450
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B2 rating and S&P's CCC rating.

Headquartered in Burlington, Massachusetts, Ascend Learning LLC
provides technology-based learning solutions and educational
content for healthcare and other vocational fields.

                         *     *     *

Standard & Poor's Ratings Services lowered its corporate credit
rating on Burlington, Mass.-based Ascend Learning LLC to 'CCC'
from 'CCC+'.  The outlook is negative.  At the same time, S&P is
lowering its issue-level ratings on all existing debt by one
notch, in conjunction with its change to the corporate credit
rating.  The recovery ratings on this debt remain unchanged.

Total debt outstanding was roughly $420 million as of Dec. 31,
2012.


ATP OIL: To Sell Assets to Credit Suisse for $691 Million
---------------------------------------------------------
ATP Oil & Gas Corporation will sell substantially all of its Shelf
and Deepwater Assets to Credit Suisse AG for $690,800,000 -- the
highest and best bid submitted at the auction held May 7, 2013.

Credit Suisse, the administrative and collateral agent for the
lenders under the Debtor's ATP Oil & Gas Corporation's Senior
Secured Superpriority Debtor-in-Possession Credit Agreement dated
as of August 29, 2012, had previously filed a notice of intent to
bid on behalf of the lenders.

At the conclusion of the Auction, the Debtor said it will promptly
submit the Successful Bid to its Board of Directors for its
consideration. The Debtor did not designate a Backup Successful
Bidder.

The Honorable Marvin Isgur convened a hearing on May 9 to approve
the proposed Sale.

                         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.


ATP OIL: Signifies Intent to Comply With Gomez Hub Shut-in Order
----------------------------------------------------------------
ATP Oil & Gas Corporation notified the Court on April 29, 2013,
that intends to comply with the Shut-In Order of the Gomez Hub
issued by the United States, through its Department of Interior,
and has undertaken the necessary steps to facilitate a safe and
orderly shut-in of the Hub on or before the expiration of the
deadline in the Shut-in Order.

The Debtor has been advised that the Interior Dept. will conduct
an inspection of the facility located at the Gomez Hub to
ensure compliance on or about May 1, 2013.  Notwithstanding the
foregoing, the Debtor expressly reserved all of its rights with
respect to the implementation of the Shut-In Order -- including,
without limitation, the right to appeal or contest, in any and all
respects, the Shut-In Order or any other order issued by Interior
Dept. -- and generally reserves all of its rights regarding the
operation and production of its oil and gas leases.

The Debtor said it promptly notified the parties with material
interests in and to the Gomez Hub of the Interior Dept.'s actions,
but for the avoidance of doubt, filed a notice with the Court to
alert all parties in the case of the impending shut-in.

The Interior Dept. issued on April 24, 2013, the Shut-In Order for
a Suspension of Operations and Suspension of Production for Lease
OCS-G 14016, Mississippi Canyon (MC) Block 711 (the Gomez Hub),
beginning April 30, 2013, and lasting until such time as Interior
Dept. notifies the Debtor in writing that the SOO and SOP are no
longer in effect.

                         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.


B-NWI4 LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: B-NWI4, LLC
        3455 Cliff Shadows Parkway, Suite 220
        Las Vegas, NV 89129

Bankruptcy Case No.: 13-13954

Chapter 11 Petition Date: May 6, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Adam P. Bowler
                  BOGATZ & ASSOCIATES
                  3455 Cliff Shadows Pkwy, Ste 110
                  Las Vegas, NV 89129
                  Tel: (702) 776-7000
                  Fax: (702) 776-7900
                  E-mail: abowler@isbnv.com

Scheduled Assets: $1,221,500

Scheduled Liabilities: $1,220,000

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

The petition was signed by Thomas J. DeVore, COO of Debtor's
manager.

Affiliates that previously sought Chapter 11 protection:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
B-PWR, LLC                             12-13827   03/03/12
C-SWDE393, LLC                         11-21059   07/13/11


BALL CORP: Fitch Assigns BB+ Rating to $600MM Sr. Unsecured Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Ball Corp.'s $600
million senior unsecured notes offering due 2023. The company
intends to use a portion of the net proceeds from this offering to
pay the consideration in connection with the tender offer for
Ball's $375 million unsecured notes due 2016. The remaining net
proceeds will be used to repay borrowings under the revolving
credit facilities and for general corporate purposes.

The unsecured notes will be fully and unconditionally guaranteed
by certain of Ball's existing and future domestic restricted
subsidiaries that are guarantors of Ball's other indebtedness. The
notes will not be guaranteed by any of Ball's foreign
subsidiaries. The non-guarantor subsidiaries generated 39% of
Ball's net sales and 61% of Ball's assets for the three months
ending March 31, 2013.

Key Rating Drivers

The rating affirmation incorporates the company's diversified
sources of cash flow generation, stable credit metrics, leading
market positions in the majority of its product categories/market
segments, and current expectations for increased global beverage
volume in the packaging end-markets over the longer term. During
the past several years, Ball has continued to take steps to reduce
overcapacity, remove fixed costs, increase productivity and
rebalance its can mix. Consequently, Ball's on-going operational
focus across its strategic footprint has resulted in solid
operating performance with growing EBIT trends absent business
restructuring costs.

Ball has very good liquidity resulting from cash generation,
availability under its credit agreement, and balance sheet cash.
Fitch expects free cash flow (FCF less capital spending less
dividends) for 2013 in the range of $325 million-$350 million.
This compares to $478 million for 2012, which was materially
higher than expectations due to the deferral of capital investment
into 2013 of approximately $100 million.

At the end of the first quarter of 2013 (1Q'13), Ball had cash of
$208 million and $494 million of availability on its $1 billion
multicurrency revolver that matures in 2015. Ball has significant
flexibility under its covenants and basket capacity. Additional
liquidity is available through a U.S. accounts receivable
securitization program that matures in 2014. Ball's securitization
agreement can vary between $110 million and $235 million depending
on the seasonality of the company's business. At the end of 1Q'13,
$171 million accounts receivable were sold under the
securitization agreement. This compares to the end of 2012 when no
accounts receivable were sold under this agreement. Ball also has
uncommitted, unsecured credit facilities, which Fitch views as a
weaker form of liquidity. At the end of the 1Q'13, Ball had up to
$635 million of uncommitted lines available of which $171 million
was outstanding and due on demand.

Near-term maturities are minimal with the next material maturity
occurring when the term loans mature in 2015. The term loans
currently have $291 million outstanding. The next maturity with
its senior notes is $325 million of 7.375% notes due in 2019.
Leverage at the end of the 1Q'13 was 3.3x, which is seasonally
higher due to working capital requirements than the end of 2012
when leverage was 2.8x. For 2013, Fitch expects leverage will
reduce back down to the upper 2x range absent considerations for a
large unplanned acquisition.

As a result, the company has significant flexibility when
deploying its excess capital. In 2012, Ball spent in excess of
$100 million on growth-related capital, $71 million on
acquisitions and $547 million on gross share repurchases. Free
cash flow (FCF) levels will be depressed in 2013 with capital
spending increasing to approximately $400 million. Beyond 2013,
FCF should increase materially as capital spending decreases.
Share repurchase activity should pace on par with FCF.

Risks are reflected in the rating and, in Fitch's opinion, are
quite manageable. These include the company's acquisitive nature,
the risks inherent within the packaging segment including emerging
markets risk and revenue/customer concentration, as well as its
underfunded pension plans. Pension contributions in 2013 will be
lower at approximately $115 million than the $155 million
contribution in 2012. Accordingly, Ball has more than sufficient
capacity to fund its pension deficit from existing cash flows.

Ball's largest segment, the U.S. beverage-can along with the food-
can segment represents mature business operations subject to
volume-related pressure. In the U.S., Ball is managing anticipated
volume declines for 12-ounce containers with growing demand for
specialty cans. Ball's exposure in Europe, while material, is
lower than that of most other packaging companies. Europe's
performance in 1Q'13 was less than expectations due to weaker
volumes given the challenging economic and weather conditions in
Europe, higher costs related to a regional headquarters move and
increased input costs. Ball is also more exposed to beer, which
had a soft first quarter.

Ball does have some increasing risk related to potential budget
cuts in the aerospace segment and medium-term overcapacity issues
in China that has affected pricing. Fitch believes Ball is well-
positioned within the aerospace segment and would not be
materially affected by possible sequestration cuts, particularly
as the aerospace segment represents approximately 10% of operating
profit.

In China, Ball's leading market share positions the company to
capture its share of growth from can conversions in these lower-
penetrated markets. Profitability will likely be challenged though
for at least the next two years due to the highly fragmented
market that has led to material overcapacity resulting in pricing
pressure. Fitch expects this should resolve over time as demand
remains strong and possibly through consolidation opportunities.
However, Ball's market share concentration in China may prevent
further consolidation, due to governmental antitrust laws.

Rating Sensitivities

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

-- Significant revenue decline/pressure on EBITDA causing
    sustained leverage to increase greater than 3.5x;

-- Large debt-financed acquisition that would significantly
    increase leverage;

-- Change in financial policy /aggressive share repurchase.

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

-- Commitment to a leverage target less than 2.5x;
-- Margin expansion through improved operating performance;
-- Sustained increase in FCF as a percent of debt greater
    than 10%.

Fitch has assigned the following rating:

-- $600 million senior unsecured notes offering due 2023
    rated 'BB+'.

Fitch has the following ratings for Ball Corp.:

-- IDR at 'BB+';
-- Senior Unsecured Debt at 'BB+';
-- Senior Secured Credit Facility at 'BBB-'.


BALL CORP: Moody's Keeps 'Ba1' CFR & Rates New Debt 'Ba1'
---------------------------------------------------------
Moody's Investors Service left Ball Corporation's Ba1 Corporate
Family Rating and Ba1-PD Probability of Default Rating unchanged
following the company's announcement that it intends to issue $600
million senior unsecured notes due 2023 to refinance existing debt
and extend its senior secured credit facilities to June 2018 from
2015.

Moody's also assigned a Ba1 rating to the proposed new senior
unsecured notes and extended senior secured credit facilities.
Other instrument ratings remain unchanged The transaction is
leverage neutral and will reduce interest expense and extend debt
maturities. The proceeds of the new senior notes will be used to
redeem the outstanding $375 million 7.125% senior unsecured notes
due 2016, refinance outstanding revolver borrowings and pay fees
and expense.

Moody's took the following rating actions for Ball Corporation:

- Assigned Ba1 (LGD 4-54%) to $600 million senior unsecured
   notes due 2023

- Assigned Ba1 (LGD 4-54%) to the extended $1,000 million multi
   currency revolver due June 2018

- Assigned Ba1 (LGD 4-54%) to the extended $58 million term loan
   A due June 2018 (GBP equivalent)

- Assigned Ba1 (LGD 4-54%) to the extended $107 million term
   loan B due June 2018 (EUR equivalent)

- Assigned Ba1 (LGD 4-54%) to the extended $125 million term
   loan D due June 2018 (USD)

The ratings outlook is stable.

The ratings on the existing senior secured credit facilities due
2015 and on the $375 million 7.125% senior unsecured notes due
2016 will be withdrawn after the transaction closes.

The ratings are subject to the receipt and review of the final
documentation.

Ratings Rationale:

Ball's Ba1 Corporate Family Rating reflects the company's stable
profitability, well-consolidated industry structure with long-
standing competitive equilibrium and scale. The Ba1 rating also
reflects the company's high percentage of long-term contracts with
strong cost pass-through provisions, geographic diversification
and continued emphasis on innovation and product diversification.

The ratings are constrained by Ball's aggressive financial policy,
acquisitiveness and concentration of sales. The ratings are also
constrained, to a lesser extent, by an EBIT margin that is weak
for the rating category and a primarily commoditized product line.

The ratings or outlook could be downgraded should an acquisition,
new shareholder initiative or exogenous shock impair cash
generation. Deterioration in the operating and competitive
environment or the failure to refinance the existing credit
facilities in a timely manner and maintain adequate liquidity
could also result in a downgrade. Specifically, the ratings could
be downgraded if adjusted total debt to EBITDA rises above 4.0
times, EBIT margins decline below 9% and/or free cash flow to debt
declines below the high single digits.

Ball's financial aggressiveness is the primary impediment to an
upgrade. An upgrade in ratings would require a commitment to
maintain less aggressive financial policies or significantly more
cushion within the contemplated higher rating category.
Additionally, an upgrade would require an improvement in the EBIT
margin and continued stability in the competitive and operating
environment. Specifically, the rating could be upgraded if the
EBIT margin improved to the low teens, adjusted total debt to
EBITDA improved to 3.0 times or better and adjusted free cash flow
to debt remained above 10% on a sustainable basis.

The principal methodology used in this rating was the Global
Packaging Manufacturers: Metal, Glass and Plastic Containers
Methodology published in June 2009. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


BALL CORP: S&P Assigns 'BB+' Rating to $600MM Sr. Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned an issue-level
rating of 'BB+' (the same as the corporate credit rating) and a
recovery rating of '4' to Ball Corp.'s proposed offering of
$600 million of senior unsecured notes due 2023.  The '4' recovery
rating indicates S&P's expectation of average (30%-50%) recovery
in the event of a payment default.

At the same time, based on S&P's updated recovery analysis, it
raised the issue-level ratings on Ball's senior secured debt to
'BBB' from 'BBB-' and revised the recovery rating to '1' from '2'.
The '1' recovery rating indicates S&P's expectation of very high
(90%-100%) recovery in the event of a payment default.

S&P affirmed the 'BB+' corporate credit rating on Ball.  The
outlook is stable.  S&P also affirmed the 'BB+' issue rating and
'4' recovery rating on Ball's existing senior unsecured debt.

"Ball expects to use the proceeds from the proposed notes offering
to fund the purchase of its $375 million senior notes due 2016,
pay down revolver borrowings of about $200 million, and pay
associated fees and expenses," said Standard & Poor's credit
analyst Henry Fukuchi.

The company also expects to amend and extend its existing
$1.3 billion credit facility comprised of a $1 billion revolving
credit facility and about $290 million of term loans to 2018 from
2015.

Pro forma for the transactions, as of March 31, 2013, S&P expects
Ball's total adjusted debt to be about $4.6 billion.  S&P adjusts
debt to include about $643 million of tax-effected unfunded
postretirement liabilities and about $82 million of capitalized
operating leases.

The ratings on Ball reflect Standard & Poor's assessment of the
company's business risk profile as "satisfactory" and financial
risk profile as "significant," as well as its status as a leading
global can manufacturer with trailing-12-month sales of
$8.7 billion.

The outlook is stable.  Relatively steady demand for beverage cans
in developed markets, growth in emerging markets, and
contributions from new products should continue to support strong
free cash flow.  Based on S&P's scenario forecasts, it expects
free cash flow will be utilized primarily for share repurchases,
moderate-sized acquisitions, and dividends.  Based on S&P's
expectations, FFO to total adjusted debt should remain about 20%
to 25%.

However, S&P could lower the ratings if an acquisition were large
enough for FFO to total adjusted debt to decline materially and
prevent credit measures in the next couple of years from
strengthening to levels S&P considers appropriate for the ratings.
Financial policies, including management's comfort with the
company's current credit metrics and its desire to retain
flexibility for acquisitions and share repurchases, make an
upgrade unlikely in the next few years.


BEAR ISLAND: Court Approves Changes to FTI Compensation
-------------------------------------------------------
The Bankruptcy Court approved a supplemental application filed by
the Official Committee of Unsecured Creditors in the Chapter 11
case of Bear Island Paper Company, LLC, n/k/a Estate BIPCO LLC, to
retain FTI Consulting, Inc., as financial advisors.

As reported in the Troubled Company Reporter on April 18, 2013,
the Committee sought authority to modify the monthly compensation
to FTI.  The original retention order provides that FTI's
compensation includes a fixed monthly fee of $75,000 per month for
the first three months and $50,000 per month thereafter, plus
reimbursement of actual and necessary expenses incurred by FTI.

The modified monthly compensation intends to pay FTI professionals
their customary hourly rates nunc pro tunc to April 1, 2013:

   Senior Managing Director           $790 - $895
   Managing Director                  $685 - $755
   Director                           $570 - $685
   Senior Consultant                  $420 - $540
   Consultant                         $290 - $390
   Associate                          $220 - $235

                         About Bear Island

Canada-based White Birch Paper Company was the second largest
newsprint producer in North America.  As of Dec. 31, 2009, the
White Birch Group held a 12% share of the North American newsprint
market and employed roughly 1,300 individuals (the majority of
which reside in Canada).  Bear Island Paper Company, L.L.C., is a
U.S.-based unit of White Birch.

Bear Island filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Case No. 10-31202) on
Feb. 24, 2010.  At June 30, 2011, the Company had $141.9 million
in total assets, $153.2 million in total liabilities, and a
stockholders' deficit of $11.3 million.

White Birch filed for bankruptcy protection under Canada's
Companies' Creditors Arrangement Act, before the Superior Court
for the Province of Quebec, Commercial Division, Judicial District
of Montreal, Canada.  White Birch and five other affiliates --
F.F. Soucy Limited Partnership; F.F. Soucy, Inc. & Partners,
Limited Partnership; Papier Masson Ltee; Stadacona Limited
Partnership; and Stadacona General Partner, Inc. -- also sought
bankruptcy protection under Chapter 15 of the U.S. Bankruptcy Code
(Bankr. E.D. Va. Case No. 10-31234).  Jonathan L. Hauser, Esq., at
Troutman Sanders LLP, in Virginia Beach, Virginia Beach, serves as
counsel to White Birch in the Chapter 11 case.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Michael
A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, serve as
counsel to Bear Island.  Jonathan L. Hauser, Esq., at Troutman
Sanders LLP, in Virginia Beach, Virginia, serve as co-counsel to
Bear Island.

AlixPartners LLP serves as financial and restructuring advisors to
Bear Island, and Lazard Freres & Co., serves as investment banker.
Garden City Group is the claims and notice agent.  Jason William
Harbour, Esq., at Hunton & Williams LLP, in Richmond, Virginia,
represents the Official Committee of Unsecured Creditors.

Chief Judge Douglas O. Tice, Jr., handles the Chapter 11 and
Chapter 15 cases.

Bear Island was authorized by the bankruptcy judge in November
2010 to sell the business to a group consisting of Black Diamond
Capital Management LLC, Credit Suisse Group AG and Caspian Capital
Advisors LLC.  The sale closed in September 2012.

The caption for Bear Island's case was changed to "Estate BIPCO,
LLC" as required by the asset sale agreement.

Under a plan proposed for Bear Island, first- and second-lien
creditors with $424.9 million and $105.1 million in claims,
respectively, are expected to recover between 0.5 percent and
4 percent.  Unsecured creditors with $1.4 million in claims are to
receive the same dividend.


BISSONNET OAKS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bissonnet Oaks, LLC
        2425 Fountain View Dr., #105
        Houston, TX 77057

Bankruptcy Case No.: 13-32764

Chapter 11 Petition Date: May 6, 2013

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

Judge: David R. Jones

Debtor's Counsel: Lawrence J Maun, Esq.
                  LAWRENCE J MAUN PC
                  4545 Mt. Vernon
                  Houston, TX 77006
                  Tel: (713) 521-3720
                  Fax: (713) 481-0831
                  E-mail: lmaun@maunlaw.com

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

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

A copy of the list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb13-32764.pdf

The petition was signed by Shai Elroy, manager.


BLUEJAY PROPERTIES: Wants Until July 26 to Solicit Plan Votes
-------------------------------------------------------------
Bluejay Properties LLC asks the U.S. Bankruptcy Court for the
District of Kansas to extend its exclusive periods to propose a
Chapter 11 Plan until July 26, 2013, and solicit acceptances for
that Plan until Oct. 25.  According to the Debtor, it is
imperative that it resolves pending litigation that will affect
the relative priority and underlying claims of certain lienholders
of real estate owned by the Debtor.

                      About Bluejay Properties

Based in Junction City, Kansas, Bluejay Properties, LLC, doing
business as Quinton Point, filed a bare-bones Chapter 11 petition
(Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28,
2012.  Bankruptcy Judge Robert D. Berger presides over the case.
Todd A. Luckman, Esq., at Stumbo Hanson, LLP in Topeka.

The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million.  The Debtor scheduled liabilities of
$13,112,325.  The petition was signed by Michael L. Thomas of TICC
Prop., managing member.

Bankers' Bank of Kansas, owed approximately $13.08 million, is
represented by Arthur S. Chalmers of Hite, Fanning & Honeyman,
LLP.  The University National Bank, owed approximately
$1.2 million, is represented by Edward J. Nazar of Redmond &
Nazar, L.L.P., and Todd Thompson of Thompson Ramsdell & Qualseth,
P.A.


BUFFALO PARK: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Buffalo Park Development Properties, Inc.
          aka Colorado Mountain Properties, Inc.
          aka Mountain Land Realty LLC
          dba Homestead Water Co.
          aka Cragmont Water Company
        26624 North Turkey Creek Road
        Evergreen, CO 80439

Bankruptcy Case No.: 13-17669

Chapter 11 Petition Date: May 7, 2013

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Robert Padjen, Esq.
                  LAUFER AND PADJEN LLC
                  5290 DTC Parkway, Suite 150
                  Englewood, CO 80111
                  Tel: (303) 830-3173
                  E-mail: rp@jlrplaw.com

Scheduled Assets: $20,777,601

Scheduled Liabilities: $11,294,567

The petition was signed by Ronald P. Lewis, owner and CEO.

Debtor's List of 13 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Jefferson County          Real property taxes    $334,748
Colorado
Jefferson County
Treasurer
100 Jefferson County
Pkwy 2520
Golden, CO 80419

Dix, Richard G.           Loan                   $226,297
5670 Greenwood Plaza,
Suite 505
Englewood, CO 80111

Dix, Brianna R.           Loan                   $79,347
5670 Greenwood Plaza,
Suite 505
Englewood, CO 80111

Hedges, Esther            Loan                   $61,406

Citibusiness Card         Credit card purchases  $27,022

Lake County Treasurer     Real property taxes    $11,965

Boulder County Treasurer  Real property taxes    $10,011

Dix Barrett &             Trade debt             $8,200
Stiltner PC

Toussaint Nemer & Coaty   Trade debt             $5,251

Gilpin County Treasurer   Real property taxes    $4,232

Boog & Cruser P.C.        Trade debt             $1,862

Fine Line Consulting,     Trade debt             $844
Inc.

Evergreen Surveying       Trade debt             $466

Affiliate that filed separate Chapter 11 petition:

                                                  Petition
   Debtor                              Case No.     Date
   ------                              --------   --------
Lewis, Ronald P. and Carol J.          12-15371   03/21/12


CAESARS ENTERTAINMENT: Bank Debt Trades at 8.49% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
91.51 cents-on-the-dollar during the week ended Friday, May 10,
2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 0.78 percentage points from the previous week, the
Journal relates.  The loan matures Jan. 1, 2018.  The Company pays
L+525 basis points above LIBOR to borrow under the facility.  The
bank debt carries Moody's B3 rating and S&P's B- rating.

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

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

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  The Company incurred a $823.30 million net
loss in 2010.

                            *     *     *

Standard & Poor's Ratings Services has lowered its corporate
credit ratings on Caesars Entertainment and wholly owned
subsidiary Caesars Entertainment Operating Co. to 'CCC+' from
'B-'.  The outlook is negative.  S&P also lowered the issue-level
ratings on the company's debt by one notch, in accordance with its
notching criteria, because its recovery ratings remain unchanged.


CITIZENS DEVELOPMENT: Has Until May 24 to File Reorganization Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
extended Citizens Development Corp.'s exclusive periods to file a
Chapter 11 Plan until May 24, 2013, without prejudice to the
Debtor requesting a further extension of time for cause.

The Debtor related that it has conferred with National Credit
Union Administration Board's counsel and Pacifica Enterprises,
Inc.'s designee counsel, on the extension, given that a
transaction with NCUA has not closed and given that the outcome of
the transaction with NCUA is a substantial component of the
Debtor's plan and the Debtor's proposed treatment of the Telesis
Loan (once the Telesis Loan has been purchased by Pacifica's
designee).

The Debtor added that if it be required to file a plan, it is
certain that it will have to amend it after the sale of the
Telesis Loan closes, and after it has had an opportunity to work
with Pacifica's designee regarding all of the terms and the
details of the plan, including the terms under which Pacifica's
designee will fund approximately $2.5 million in addition to the
$3.2 million purchase of the Telesis Loan.

Meanwhile, the Bankruptcy Court continued until July 10, 2013, at
10 a.m., the hearing to consider a motion to dismiss or convert
the Chapter 11 case of Citizens Development to one under Chapter 7
of the Bankruptcy Code, or to appoint a Chapter 11 trustee for the
Debtor.

                   About Citizens Development

San Marcos, California-based Citizens Development Corp., owns and
operates the Lake San Marcos Resort and Country Club located in
San Diego County.  The Company filed a voluntary petition for
relief under Chapter 11 (Bankr. S.D. Calif. Case No. 10-15142) on
August 26, 2010.  Ron Bender, Esq., at Levene, Neale, Bender, Yoo
& Brill LLP, represents the Debtor.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Chapter 11 petitions were also filed by affiliates LSM Executive
Course, LLC (Bankr. S.D. Calif. Case No. 10-07480), and LSM Hotel,
LLC (Bankr. S.D. Calif. Case No. 10-13024).

A bankruptcy-exit plan filed in the case provides that funding for
the Plan will initially come from a new value contribution in the
amount of up to $375,000 to be made to the Reorganized Debtor by
LDG Golf Marketing, LLC, Telesis' cash collateral in the amount of
$50,000 allocated to the payment of allowed administrative
expenses pursuant to the Telesis Settlement, and the Debtor's
additional cash on hand which is estimated to be $50,000, which
collectively equates to up to $475,000.

Tiffany L. Carroll, Acting U.S. Trustee for Region 15, was unable
to appoint an official committee of unsecured creditors in the
Chapter 11 case of Citizens Development Corp.


CITIZENS DEVELOPMENT: May Use Cash Collateral Through May 31
------------------------------------------------------------
Citizens Development Corp., entered into a fourth stipulation
regarding use of cash collateral for payment of limited designated
expenses.  The stipulation entered among the Debtor, National
Credit Union Administration Board and Pacific West TD Fund II LP
provides for the use of cash collateral until May 31, 2013, with
an allowed variance of 10 percent on a line item basis.

                   About Citizens Development

San Marcos, California-based Citizens Development Corp., owns and
operates the Lake San Marcos Resort and Country Club located in
San Diego County.  The Company filed a voluntary petition for
relief under Chapter 11 (Bankr. S.D. Calif. Case No. 10-15142) on
August 26, 2010.  Ron Bender, Esq., at Levene, Neale, Bender, Yoo
& Brill LLP, represents the Debtor.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Chapter 11 petitions were also filed by affiliates LSM Executive
Course, LLC (Bankr. S.D. Calif. Case No. 10-07480), and LSM Hotel,
LLC (Bankr. S.D. Calif. Case No. 10-13024).

A bankruptcy-exit plan filed in the case provides that funding for
the Plan will initially come from a new value contribution in the
amount of up to $375,000 to be made to the Reorganized Debtor by
LDG Golf Marketing, LLC, Telesis' cash collateral in the amount of
$50,000 allocated to the payment of allowed administrative
expenses pursuant to the Telesis Settlement, and the Debtor's
additional cash on hand which is estimated to be $50,000, which
collectively equates to up to $475,000.

Tiffany L. Carroll, Acting U.S. Trustee for Region 15, was unable
to appoint an official committee of unsecured creditors in the
Chapter 11 case of Citizens Development Corp.


CLAIRE'S STORES: Moody's Rates New $320MM Sr. Unsec. Notes 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service rated Claire's Stores, Inc.'s
("Claire's") proposed $320 million senior unsecured notes due 2020
at Caa2. At the same time, Moody's affirmed Claire's Corporate
Family Rating at Caa1, its Probability of Default Rating at Caa1-
PD, and its Speculative Grade Liquidity rating at SGL-2. The
rating outlook is changed to positive.

The proceeds of the $320 million proposed senior unsecured notes
will be used to fund the redemption of Claire's $313 million
senior unsecured notes due 2015. Moody's views this refinancing as
a credit positive event as it extends Claire's nearest maturity
from 2015 to 2017 and will result in lower interest expense. The
change in outlook to positive acknowledges the refinancing of
Claire's 2015 debt maturities. It also reflects that Moody's
expects Claire's operating performance to continue to improve such
that it is likely debt to EBITDA will fall below 7.5 times over
the next twelve to eighteen months.

The following rating is assigned subject to review and receipt of
final documentation:

$320 million senior unsecured notes due 2020 at Caa2 (LGD 4, 63%)

The following ratings are affirmed and LGD point estimates
changed:

Corporate Family Rating at Caa1

Probability of Default Rating at Caa1-PD

$115 million revolving credit facility at B2 (LGD 3, to 30% from
32%)

$1,125 million senior secured first lien notes due 2019 at B2 (LGD
3, to 30% from 32%)

$210 million senior secured first lien notes due 2020 at B2 (LGD
3, to 30% from 32%)

$450 million senior secured second lien notes due 2019 at Caa2
(LGD 4, to 63% from 64%)

Senior subordinated notes due 2017 at Caa3 (LGD 6, 94%)

Speculative Grade Liquidity rating at SGL-2

The following ratings are affirmed and will be withdrawn upon
their repayment in full:

Senior unsecured notes due 2015 at Caa2 (LGD 4, to 64%)

Ratings Rationale:

Claire's Caa1 Corporate Family Rating reflects its very high
leverage and weak interest coverage. Claire's debt to EBITDA was
7.9 times and EBITA to interest expense was 1.1 times for the
twelve months ended February 2, 2013. Moody's expects Claire's
credit metrics will improve but remain weak over the next twelve
months given Claire's substantial level of debt (nearly $2.4
billion) relative to its earnings. Moody's expects Claire's
earnings to continue to grow driven by positive comparable store
sales and new store openings. However, investments in China and in
Claire's and Icing websites along with Moody's expectation that
the European economic environment will remain challenging over the
next year will constrain its earnings growth. Close to 40% of
Claire's sales are in Europe.

Favorable rating consideration is given to Claire's value
positioned price points, international geographic presence, well
known brand name, and high margins relative to its specialty
peers. Also considered is Claire's good liquidity profile as
indicated by its SGL-2 Speculative Grade Liquidity rating.

The positive outlook incorporates Moody's expectation that
Claire's earnings will improve modestly leading to an improvement
in credit metrics. Although Moody's expects credit metrics to
remain weak, it expects debt to EBITDA to fall below 7.5 times and
EBITA to interest expense to approach 1.25 times over the next
twelve to eighteen months.

A higher rating would require Claire's operating performance to
improve or absolute debt levels to fall such that the company can
achieve and maintain EBITA to interest expense above 1.25 times
and debt to EBITDA around 7.0 times.

Given the positive outlook, it is unlikely that ratings could be
downgraded at the present time. The rating outlook could return to
stable should Claire's earnings remain flat resulting in debt to
EBITDA remaining around 8.0 times. Ratings could be downgraded if
Claire's operating performance, liquidity, and/or interest
coverage deteriorate, or if the company's probability of default
were to increase for any reason.

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

Claire's Stores, Inc., headquartered in Hoffman Estates, IL, is a
specialty retailer of value-priced jewelry and fashion accessories
for pre-teens and young adults. It operates 3,085 stores and
franchises 392 stores in North America, Europe, the Middle East,
Central America, South America, and Asia. Revenues are about $1.6
billion.


CLAIRE'S STORES: S&P Assigns 'CCC' Rating to $320MM Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'CCC'
issue-level rating with a '6' recovery rating to Claire's Stores
Inc.'s $320 million senior notes due 2020.  The '6' recovery
rating indicates S&P's expectation of negligible (0% - 10%)
recovery in the event of payment default.  At the same time, S&P
is affirming all other ratings on the company, including its 'B-'
corporate credit rating.  The outlook is stable.  According to the
company, Claire's Stores will use the proceeds of the note
issuance to redeem the remainder of the senior notes due 2015 and
senior toggle notes due 2015.

"The ratings on Pembroke Pines, Fla.-based Claire's Stores Inc., a
specialty retailer of value-priced jewelry and fashion accessories
for preteens, teenagers, and young adults, reflects Standard &
Poor's "weak" business risk profile and "highly leveraged"
financial risk profile assessments," said credit analyst David
Kuntz.

The stable outlook reflects S&P's view that performance will trend
up slightly over the next 12 months, with modestly positive
revenues and margin gains.  S&P believes that credit protection
measures are unlikely to change meaningfully from current levels
and that the company will remain highly leveraged with thin cash
flow protection measures.  The outlook incorporates S&P's
expectation that liquidity will remain adequate over the next 12
months, and that the company's recent debt refinancings result in
a light maturity schedule until 2017.  S&P notes the company has
filed an S-1 for an initial public offering of common stock with
the indicated use of proceeds to refinance existing debt.  S&P
will need to assess the amount and timing of any such transaction
to understand the impact on its rating and outlook.  S&P's base-
case forecast does not incorporate any proceeds from a public
equity offering.

Given the company's highly leveraged capital structure and thin
interest coverage, an upgrade is not a near-term consideration.
S&P would predicate any upward ratings movement on EBITDA growth
greater than 35% of S&P's expectation, which would result in
leverage less than 6x and interest coverage modestly more than 2x.
Additionally, S&P estimates that debt repayment of more than
$900 million would also result in leverage of about 6x.

S&P could consider downgrading the company if its performance and
liquidity position were to deteriorate to such an extent that S&P
concludes that cash on hand is insufficient to cover operational
shortfalls.  This could result from a substantial erosion of
performance, with EBITDA more than 25% less than S&P's
expectations.  At that time, interest coverage would be modestly
less than 1x.


CLAMAR ENTERPRISES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Clamar Enterprises, LLC
        dba La Mansion Restaurant
        413 E. Wisteria Ave.
        McAllen, TX 78504

Bankruptcy Case No.: 13-70228

Chapter 11 Petition Date: May 6, 2013

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

Judge: Richard S. Schmidt

Debtor's Counsel: Marcos Demetrio Oliva, Esq.
                  THE OLIVA LAW FIRM
                  1418 Beech Avenue, Suite 108
                  McAllen, TX 78501
                  Tel: (956) 502-0825
                  Fax: (866) 868-4224
                  E-mail: marcos@oliva-law.com

Scheduled Assets: $2,725,040

Scheduled Liabilities: $1,209,000

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

The petition was signed by Claudia Martinez, president.


CLEAR CHANNEL: S&P Rates $1.5 Billion Senior Secured Loan 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned San Antonio, Texas-
based Clear Channel Communications Inc.'s proposed extended
$1.5 billion senior secured term loan due 2018 an issue-level
rating of 'CCC+', with a recovery rating of '4'.  The '4' recovery
rating indicates S&P's expectation for average (30% to 50%)
recovery in the event of a payment default.  The proposed
transaction reduces 2016 maturities from $10.1 billion to
$8.6 billion.  Leverage remains extremely high, at 11.8x, as of
March 31, 2013, and unchanged by the transaction.

The rating on parent company CC Media Holdings Inc. reflects the
risks surrounding the long-term viability of its capital
structure--in particular, refinancing risk relating to significant
2016 debt maturities.  Although the interest rate on the proposed
term loan is a little over 2% higher than the interest rate on the
company's existing term loans, S&P believes the transaction should
not materially affect its credit ratios.  S&P expects that EBITDA
coverage of interest will remain in the very low-1x area in 2013.
S&P still views a significant increase in the average cost of debt
or deterioration in operating performance--whether for cyclical,
structural, or competitive reasons--as major risks as CC Media
deals with its 2016 maturities, and S&P believes that additional
equity may be needed for the company to succeed with the
refinancing.

RATINGS LIST

Clear Channel Communications Inc.
CC Media Holdings Inc.
Corporate Credit Rating            CCC+/Negative/--

New Ratings

Clear Channel Communications Inc.
Senior Secured
  $1.5B term loan due 2018          CCC+
   Recovery Rating                  4


COMMERCIAL MANAGEMENT: No Special Counsel for Equity Holder
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota denied
approval of the motion filed by Jeffrey J. Wirth, sole equity
holder of Commercial Management LLC, for the appointment of a
special counsel.

Commercial Management, LLC, owns a 410-unit apartment complex
located in Richfield, Minn., under the trade name of Buena Vista
Apartments.  Buena Vista is 99% occupied and has approximately
eight full time employees, and a small number of part-time
employees. Buena Vista is managed by The Wirth Company.

The appraised value of Buena Vista is $28 million.  As of the
Petition Date, secured creditor U.S. Bank claims the Debtor owes
it $20.3 million.

Commercial Management filed a Chapter 11 petition (Bankr. D. Minn.
Case No. 12-42676) in its hometown in Minneapolis on May 2, 2012.
The Debtor disclosed $30,049,458 in assets and $20,428,878 in
liabilities as of the Chapter 11 filing.

Related entities that have pending bankruptcy cases are Jeffrey J.
Wirth (Case No. 12-42368), Palmer Lake Plaza, LLC (Case No.
12-42266), Tomah Hospitality, LLC (Case No. 12-10894), and Tomah
Hotel Properties, LLC (Case No. 12-10895).

Judge Nancy C. Dreher presides over the case.  Commercial
Management tapped Neal L. Wolf and the law firm of Neal Wolf &
Associates, LLC as bankruptcy counsel.  The Debtor also hired the
Law Offices of Neil P. Thompson, in Minneapolis, as local counsel.

Brian F. Leonard, the Chapter 11 trustee, obtained approval from
the U.S. Bankruptcy Court to employ David A. Lutz as special
counsel.  Matthew R. Burton, Esq., at Leonard, O'Brien, Spencer
Gale & Sayre, Ltd., represents the trustee.


D & L ENERGY: U.S. Trustee Forms Seven-Member Creditors Panel
-------------------------------------------------------------
Daniel M. McDermott, U.S. Trustee for Region 9, appointed seven
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of D & L Energy, Inc. et al.

The Committee is comprised of:

      1. Sunpro, Inc., temporary chairperson
         Attn: Kenneth G. Kozak
         7640 Whipple Avenue NW
         North Canton, OH 44720
         Tel: (330) 966-0910 x 210
         Fax: (330) 966-1954

      2. Bessemer Supply, Inc.
         Attn: Kimberly O. Parrott
         315 E. Poland Avenue
         Bessemer, PA 16112
         Tel: (724) 667-0401
         Fax: (724) 667-9357

      3. Universal Well Services, Inc.
         Attn: John B. Brautigam
         201 Arch Street
         Meadville, PA 16335
         Tel: (814) 373-3206
         Fax: (814) 333-8877

      4. Silversmith, Inc.
         Attn: Jack P. Smith
         1370 Milbocker Road
         Gaylord, MI 49735
         Tel: (989) 732-8988
         Fax: (989) 732-8996

      5. Dollar Leasing Corp.
         Attn: Michael Patrick Sheridan
         1301 East Ninth Street, 9th Floor
         Cleveland, OH 44114
         Tel: (216) 736-8907
         Fax: (216) 736-7376

      6. Master Security, Inc.
         Attn: Steven B. Ruggles
         1745 Belmont Avenue
         Youngstown, OH 44504
         Tel: (330) 746-4448
         Fax: (330) 746-4447

      7. TJC Enterprises, Inc.
         Attn: Thomas J. Colston
         2616 Country Squires Street NW
         Uniontown, OH 44685-9471
         Tel: (330) 497-2999
         Fax: (330) 497-2294

                          About D&L Energy

D & L Energy has been involved in a number of joint ventures and
limited partnerships that drill, own, and operate conventional oil
and gas wells throughout Northeast Ohio and Northwest
Pennsylvania.  D&L has also been involved in the drilling,
construction, operation and ownership of saltwater injection wells
in the State of Ohio.  D&L has also been involved in marketing and
selling the "deep rights" to its oil and gas leases.

In early 2013, the then-principal of D&L, Ben Lupo, was accused of
violating the U.S. Clean Water Act by allegedly instructing
agents/employees of a separate entity to dump waste water in an
improper manner.  As a result of Mr. Lupo's alleged actions, the
Debtors were forced to incur substantial clean up costs.

D & L Energy, based in Youngstown, Ohio, and affiliate Petroflow,
Inc., filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case
No. 13-40813) on April 16, 2013.  Judge Kay Woods oversees the
case.  Kathryn A. Belfance, Esq., at Roderick Linton Belfance,
LLP, serves as the Debtors' counsel, and Walter Haverfield, LLP,
is the environmental counsel.  In its petition, D&L estimated
$50 million to $100 million in assets and $1 million to
$10 million in debts.


DETROIT, MI: Emergency Manager Files Status Report
--------------------------------------------------
Matthew Dolan, writing for The Wall Street Journal, reports that
Kevyn Orr, the emergency manager appointed to oversee the city of
Detroit, might make cuts to employee health care and pensions
plans as well as sell municipal assets in a move to stave off
financial collapse, according to a detailed status report
distributed to news organizations Sunday.

The status report is expected to be released by Mr. Orr on Monday.
According to WSJ, the status report paints a picture of an aging
industrial Midwestern city locked in a dire financial state by its
junk-level credit rating and a chronic level of deficit spending
that has forced it to borrow millions every year to fund basic
services.

According to WSJ's Mr. Dolan, a spokesman for Mr. Orr, Bill
Nowling, said in an interview Sunday that Mr. Orr hopes cutting
costs and restructuring debt will help the city avoid bankruptcy,
though it remains an option.

WSJ says Mr. Orr's first status report gave some hints about his
strategy, including hiring a new police chief and overhauling
departments that provide public safety, electricity and
recreation.  The emergency manager is reviewing all of the city's
assets to explore whether a sale is possible and appropriate,
including the water and sewerage department, one of the nation's
largest, Mr. Orr's spokesman said.  Under Michigan law, Mr. Orr
has the power to fire city officials, break union contracts and
sell city assets.  Mr. Nowling said Mr. Orr's full restructuring
plan for the city is expected to be finished in the next 90 days.

According to WSJ, Detroit is expecting more red ink in the fiscal
year starting July 1, with expenditures set to outstrip revenues
by $90 million.  The city had $64 million cash on hand in April
but its obligations were $226 million, forcing the city to delay
paying its bills to stay afloat financially.  Detroit has more
than $15 billion in long-term liabilities, about $1 billion more
than earlier estimates.  The city "has effectively exhausted its
ability to borrow," Mr. Orr wrote in his report.

According to WSJ, Mr. Nowling said in an interview Sunday that the
document will be used as a way to begin negotiations with the
city's unions and its debtholders.


EASTMAN KODAK: Wins Court Approval to Expand E&Y Services
---------------------------------------------------------
U.S. Bankruptcy Judge Allan Gropper authorized Ernst & Young LLP
to provide additional services to Eastman Kodak Co.

The new services include assisting Kodak in analyzing the total
value of its assets as of the date of its emergency from Chapter
11 protection, and accounting assistance services in connection
with the company's bankruptcy exit.

Ernst & Young's hourly rates for the new services range from
$645 to $795 for partners, principals and directors; $570 to $675
for executive director; $485 to $550 for senior managers; $425 to
$475 for managers; $325 to $390 for seniors; and $200 to $280 for
its staff.  The firm will also receive reimbursement for work-
related expenses.

                       About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EMMONS-SHEEPSHEAD: Taps Wolf Haldenstein as Real Estate Counsel
---------------------------------------------------------------
Emmons-Sheepshead Bay Development LLC asks the U.S. Bankruptcy
Court for the Eastern District of New York for permission to
employ Wolf Haldenstein Adler Freeman & Herz LLP as special real
estate counsel.

Wolf Haldenstein will, among other things, prepare, negotiate and
submit an amended condominium offering plan and other documents
required by the Attorney General of the State of New York in
connection with approval of the offering plan for the condominium
known as the "Breakers of Sheepshead Bay Condominium" as well as
other related real estate transactions, including sale
transactions for the remaining unsold units.

Wolf Haldenstein will receive a $20,000 retainer from the Debtor's
lender, SDF17 Emmons LLC, upon the earlier of the entry of an
order authorizing the firm's retention or the Effective Date of
the plan of reorganization.  All future fee incurred by Wolf
Haldenstein will be paid from the sale of units at the project
with the fee amount capped at $75,000.

To the best of the Debtor's knowledge, Wolf Haldenstein does not
hold or represent any interest adverse to the Debtor in respect of
the matters upon which it is to be engaged.

A hearing on the matter was set for May 6.

              About Emmons-Sheepshead Bay Development

Emmons-Sheepshead Bay Development LLC is the owner of the real
property located at 3122-3144 Emmons Avenue, Brooklyn, New York,
and the sponsor of the condominium development at the Property
known as The Breakers at Sheepshead Bay Condominium.  Emmons-
Sheepshead currently owns 49 unsold residential units, 43 parking
spaces and a marina at the Property.  The Company filed a Chapter
11 petition (Bankr. E.D.N.Y. Case No. 12-46321) on Aug. 30, 2012,
in Brooklyn.

In its schedules, the Debtor disclosed $14,000,000 in real
property assets and $32,617,310.71 in liabilities as of the
Petition Date.

TD Bank, N.A., was the Debtor's secured lender as of the Petition
Date and the plaintiff in a series of litigations, including
mortgage foreclosure proceedings, against, amongst other
defendants, the Debtor in connection with the various loans that
were extended for the acquisition, development and construction of
the Property.  On or about Oct. 16, 2012, TD sold and assigned its
various mortgages and related loan documents to SDF 17 Emmons LLC.

Judge Elizabeth S. Stong presides over the case.  Arnold Mitchell
Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck
P.C., in New York, N.Y., serves as the Debtor's counsel.  The
petition was signed by Jacob Pinson, the managing member of Yachad
Enterprises, LLC, the managing member of the Debtor.


ENTRAVISION COMMUNICATIONS: Moody's Rates New $405MM Debt 'B2'
--------------------------------------------------------------
Moody's Investors Service assigned B2 instrument ratings to
Entravision Communications Corporation's proposed $30 million 1st
lien senior secured revolver and $375 million 1st lien senior
secured term loan.

Proceeds from the new credit facility will be used to refinance
debt instruments including the existing $324 million of 8.75%
senior secured 1st lien notes and a $20 million senior secured 1st
lien term loan A as well as to fund approximately $21 million of
call premiums. Moody's also changed the company's outlook to
positive from stable reflecting improved operating performance
over the last 12 months. In addition, Moody's assigned a SGL- 2
Speculative Grade Liquidity (SGL) Rating, affirmed the B2
Corporate Family Rating (CFR) and revised the PDR to B3-PD from
B2-PD reflecting the proposed all bank debt structure.

Assigned:

Issuer: Entravision Communications Corporation

  New $30 million 1st Lien Sr Secured Revolver: Assigned B2, LGD3
  -- 31%

  New $375 million 1st Lien Sr Secured Term Loan: Assigned B2,
  LGD3 -- 31%

  Speculative Grade Liquidity (SGL) Rating: Assigned SGL - 2

Affirmed:

Issuer: Entravision Communications Corporation

  Corporate Family Rating: Affirmed B2

Downgraded:

Issuer: Entravision Communications Corporation

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

Outlook Actions:

Issuer: Entravision Communications Corporation

  Outlook, Changed to Positive from Stable

  To be withdrawn upon completion of tender or subsequent
  redemptions:

Issuer: Entravision Communications Corporation

  8.75% Senior Secured 1st Lien Notes due 2017 ($324 million
  outstanding): B2, LGD4 -- 50%

Ratings Rationale:

Entravision's B2 corporate family rating reflects high leverage
with a 2-year average debt-to-EBITDA ratio of 5.6x estimated for
September 30, 2013 (including Moody's standard adjustments, pro
forma for the proposed refinancing). Although remaining high,
leverage has improved reflecting better than expected core and
political advertising demand in 2012. A 14% increase in 2-year
average EBITDA along with a $40 million reduction in debt balances
resulted in improved 2-year average debt-to-EBITDA ratios of 5.3x
as of March 31, 2013 compared to 6.7x at FYE2011. Ratings are
supported by the company's leading position as a provider of
Spanish language television in faster growing Hispanic markets,
although there is longer term uncertainty given increased
competition from established broadcasters and networks entering
the attractive Spanish language segment. Entravision benefits from
lower operating expenses given the majority of television and
radio stations are in the same markets and given its flexible cost
structure compared to most TV broadcasters since it shares
advertising time with Univision in lieu of fixed programming
payments. The Univision agreement results in lower revenue, but
dampens the impact of economic cyclicality on cash flow.
Nevertheless, revenue and cash flow are vulnerable to cyclical
advertising spending.

Management is being opportunistic and chooses to refinance the
higher coupon 8.75% senior secured notes when they become callable
at 106.6% on August 1, 2013. Despite up to $21.3 million of
expected repurchase premiums, the refinancing is NPV positive
given elimination of the higher coupon on the senior secured
notes. The new term loan B also refinances a $20 million senior
secured term loan A and pushes out the nearest significant
maturity to 2018 when the proposed revolver matures. Management
has a reported leverage target of less than 5.0x (as defined)
which Moody's believes is important to support operating and
financial flexibility as well as to provide some cushion for the
next cyclical downturn, and Moody's expects the term loan to be
paid down with excess cash flow absent acquisitions. Looking
forward, ratings incorporate a mid single-digit percentage decline
in overall revenues and a mid double-digit percentage EBITDA
decline through the end of 2013. This decline is driven primarily
by the absence of political television advertising partially
offset by growth in retransmission fees and core advertising
revenue supported by strength in the auto segment. Liquidity is
good with a minimum $20 million of balance sheet cash and positive
free cash flow. In December 2012, the company paid a $10.3 million
special cash dividend ($0.12 per share), and the B2 CFR
incorporates the potential for additional special dividends funded
with excess cash. Event risk related to acquisitions of
broadcasting assets could pressure ratings if planned cash flow
benefits fail to materialize or if they result in deterioration of
free cash flow or weak liquidity.

The positive outlook reflects Moody's expectation that Entravision
will grow core revenue over the next 12 months and improve
leverage and coverage ratios after funding of the proposed term
loan. The outlook does not incorporate significant special
dividends or acquisitions that result in a meaningful increase in
leverage above current levels over the next 12 months. A downgrade
is unlikely given the positive outlook, however, ratings could be
downgraded if an unexpected advertising downturn, acquisitions, or
cash distributions to shareholders result in 2-year average debt-
to-EBITDA ratios being sustained above 6.75x (including Moody's
standard adjustments) or free cash flow-to-debt ratios being
sustained below 1% to 2%. In addition, a material change in the
programming/advertising share arrangements with Univision or the
negative impact of heightened competition could also lead to a
downgrade. Weakened liquidity, including limited revolver
availability, would pressure ratings. Ratings could be upgraded if
2-year average debt-to-EBITDA ratios are sustained below 5.25x
(including Moody's standard adjustments) and free cash flow-to-
debt ratios are expected to remain above 6% to 7%. Management
would also need to provide assurances that the company would
maintain operating and financial policies that would be consistent
with the higher rating.

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

Entravision Communications Corporation, headquartered in Santa
Monica, CA, is a diversified Spanish-language media company with
television and radio operations. Entravision owns or operates 56
primary television stations in 19 U.S. markets and is the largest
affiliate group of both the Univision television network and
Univision's UniMas network. The company also owns and operates a
group of primarily Spanish language radio stations, consisting of
49 (38 FM and 11 AM) stations. Univision owns 10% of Entravision's
common stock on a fully-diluted basis with limited voting rights.
Since March 2009, the U.S. Department of Justice limits
Univision's ownership to no more than 10%. Revenues for the twelve
months ended March 31, 2013, totaled $226 million with television
operations accounting for 70% of revenues and radio accounting for
the remainder.


ENTRAVISION COMMUNICATIONS: S&P Rates Term Loan B Due 2020 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Santa Monica, Calif.-based Spanish-language media
company Entravision Communications Corp.  The outlook is stable.

At the same time, S&P assigned the company's term loan B due 2020
and revolving credit facility due 2018 an issue-level rating of
'B+', with a recovery rating of '3', indicating S&P's expectation
for meaningful (50%-70%) recovery for lenders in the event of a
payment default.

The 'B+' rating and stable outlook on Entravision Communications
Corp. incorporates S&P's expectation that the company will
maintain its lease-adjusted debt to average trailing-eight-quarter
EBITDA in the low-6x area on a sustained basis through EBITDA
growth or debt repayment.  The proposed transaction increases
lease-adjusted debt leverage to roughly 5.5x from 5.1x as of
March 31, 2013, due to higher debt balances.  However, S&P
believes the transaction also improves cash flow generation and
interest coverage, giving the company slightly more long-term
financial flexibility.

S&P assess Entravision's financial risk profile as "highly
leveraged" based on its high debt leverage.  However, S&P believes
the company will maintain "adequate" liquidity over the
intermediate term, supplemented by healthy cash balances.  Factors
supporting S&P's assessment of Entravision's business risk profile
as "fair" include the company's exclusive long-term TV affiliation
agreements with Univision Communications Inc., its low programming
costs, favorable Hispanic demographic trends, and its diversified
portfolio of TV and radio station assets, which have healthy
audience ratings in top Hispanic markets.

Entravision is a diversified Spanish-language TV (71% of first-
quarter 2013 revenue) and radio (29% of first-quarter 2013
revenue) broadcaster.  It owns and operates 56 primary television
stations and 49 Spanish language radio stations and is the largest
TV station affiliate of Univision Communications Inc., which in
S&P's opinion has benefited the company's audience ratings,
programming costs, and retransmission consent revenues.  As a
result of its affiliation agreements, Entravision has incurred
limited cash costs of network programming or syndicated
programming on its Univision- and Unimas-affiliated stations.
Despite secular pressures in the radio business, S&P believes
Hispanic radio broadcasters will be slightly more insulated from
online advertising competition than English language peers over
the longer term, because of favorable population trends and lower
broadband penetration among this demographic.  Still, S&P sees
some evidence of Hispanic radio losing share to online media and
expect sub-GDP growth in radio over the intermediate term.
Overall, advertising pricing for Spanish-language media is not
commensurate with its audience share compared with English-
language media, and S&P do not expect this gap to meaningfully
narrow over the intermediate term.


GASTAR EXPLORATION: Moody's Assigns 'Caa2' CFR; Outlook Positive
----------------------------------------------------------------
Moody's Investors Service assigned ratings to Gastar Exploration
USA, Inc., including a Caa1 Corporate Family Rating and a Caa2
rating to the proposed offering of $200 million of senior secured
notes due 2018. Moody's also assigned a SGL-3 Speculative Grade
Liquidity rating. The proceeds from the proposed notes offering
will be used to repay a portion of borrowings under Gastar's
senior secured revolving credit facility, fund its acquisition of
certain Mid-Continent assets and pay related fees and expenses.
The rating outlook is positive.

"Gastar's rating is constrained by its relatively small size and
asset concentration in the Marcellus, as well as by execution risk
related to its development and JV plans in Oklahoma's Hunton
Limestone formation, and relatively high leverage," commented
Saulat Sultan, Moody's Vice President. "However growing liquids
exposure, success in using JV structures to its advantage, and a
meaningful inventory of drilling opportunities are credit positive
factors."

Gastar, owned by publicly listed Gastar Exploration Ltd. (Parent),
is an independent oil and gas exploration and production (E&P)
company, headquartered in Houston, Texas. Pro forma for the
divestiture of certain assets in East Texas and acquisition of
approximately 157,000 net acres in Oklahoma, the company's two
areas of focus will be the liquids-rich area of the Marcellus
Shale and the oil reservoirs of the Hunton Limestone formation in
the Mid-Continent area in Oklahoma.

Gastar's pro forma reserves are approximately 173 billion cubic
feet equivalent (Bcfe) or approximately 28.8 million barrels of
oil equivalent (MMBoe), of which 32% were liquids and 31% were
proved undeveloped (PUDs). Pro forma average daily production in
the first quarter of 2013 was approximately 34.4 million cubic
feet equivalent per day (MMcfe/d) or just over 5,700 barrels of
oil equivalent (boe/d). Gastar's production in recent quarters has
been affected by disruptions to a third party midstream operator
that are expected to be largely resolved in the second quarter of
2013 and beyond.

Rating Assignments:

  $200 Million Senior Secured Notes due in 2018, Rated Caa2
  (LGD 4, 60%)

  Corporate Family Rating of Caa1

  Probability of Default Rating of Caa1-PD

  Speculative Grade Liquidity Rating of SGL-3

Ratings Rationale:

Gastar's Caa1 Corporate Family Rating (CFR) reflects its
relatively small scale and geographic concentration, execution
risk related to pending acquisition and divestiture, its limited
track record in the Hunton Limestone play, and relatively high
financial leverage. The rating is supported by Gastar's growing
liquids exposure, operator status for most of its reserves
particularly in the Marcellus Shale, track record of using joint
ventures (JVs) to reduce capital spending, and available inventory
of drilling opportunities to facilitate future growth.

The Caa2 ratings on the proposed $200 million of senior secured
notes due 2018 reflect both the overall probability of default of
Gastar, to which Moody's assigns a PDR of Caa1-PD, and a loss
given default of LGD 4 (60%). The secured notes are guaranteed by
essentially all material domestic subsidiaries on a senior secured
second-lien basis and are subordinated to the new senior secured
credit facility's potential priority claim to the company's
assets. Gastar is putting in place a new $50 million revolver and
the size of the senior secured revolving credit facility relative
to the new secured notes results in the secured notes being rated
one notch below the CFR under Moody's Loss Given Default
Methodology.

Gastar's SGL-3 Speculative Grade Liquidity rating reflects
adequate liquidity through mid-2014. The company's new revolver is
relatively small at only $50 million but the company does not
expect to use it in the near term. However, given its large
capital spending program of approximately $85 million in 2013 and
significant cash flow outspending in the near-future, the company
has limited financial flexibility especially if operating cash
flows fall short of expectations or if it is unable to execute a
JV agreement for its Mid-Continent assets.

The new revolving credit facility is expected to mature six months
prior to the maturity of the new notes and will be secured by
mortgages on its oil and gas properties and security interests in
substantially all of its assets. Moody's expects that Gastar will
remain in compliance with its covenants which will include maximum
net leverage of 4.5x, stepping down to 4.0x by the end of 2013,
minimum interest coverage ratio of 2.50 and minimum current ratio
of 1.0x. Alternative liquidity is limited, given that
substantially all of the company's assets are pledged as security
under its revolver and new senior secured notes.

The outlook is positive based on Moody's expectation that Gastar
will close the pending acquisition and divestiture by early June
2013. Moody's also expect the company to increase its liquids
exposure and execute on its development plans in the Hunton
Limestone formation while maintaining adequate liquidity and
appropriate leverage levels. Moody's could upgrade the ratings if
the company is able to grow its production base to above 12,000
b/d for a sustained period while maintaining debt/ average daily
production less than $40,000 boe/d and debt / PD of less than
$15.00 on a sustained basis. Moody's could downgrade the ratings
if there is a significant deterioration in liquidity or if the
company is not able to execute on its development plans. A
meaningful increase in leverage could also result in a negative
ratings action.

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

Gastar is a publicly traded independent oil and gas exploration
and production company, which is headquartered in Houston, Texas.


GC ENCINO: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: GC Encino Commons, LLC.
        21803 Encino Commons Blvd
        San Antonio, TX 78259

Bankruptcy Case No.: 13-51207

Chapter 11 Petition Date: May 6, 2013

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: Dean William Greer, Esq.
                  2929 Mossrock, Suite 117
                  San Antonio, TX 78230
                  Tel: (210) 342-7100
                  Fax: (210) 342-3633
                  E-mail: dwgreer@sbcglobal.net

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

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

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

The petition was signed by Joseph Geiger, manager.


GREGORY WOOD: Taps Robertson & Foley to Locate Buyer
----------------------------------------------------
Gregory Wood Products, Inc., asks the U.S. Bankruptcy Court for
the Western District of North Carolina for permission to employ
Robertson & Foley, LLC as investment banker.

Robertson & Foley will assist in locating an investor or in the
alternative, strategic buyer in connection with an "in place" sale
of substantially all of the Debtor's assets.

The Debtor proposes to pay Robertson & Foley a transaction fee
equal to six percent of the gross amount of the transaction or
$150,000, whichever is greater, upon the closing of a potential
financial transaction.

Robertson & Foley has contracted with Tri-State Auction and
Realty, LLC and Robertson & Foley and Tri-State have agreed to
split Robertson & Foley's commission between them on a 50/50 basis
upon the closing of a transaction.

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

                 About Gregory Wood Products

Gregory Wood Products, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.C. Case No. 13-50104) on Feb. 15, 2013, disclosing total
assets of $15.1 million and liabilities of $10.9 million.

The Debtor owns land and building in Woodtech Drive, in Newton,
California, worth $3.28 million, serving as collateral to a
$10.3 million debt.  The Debtor valued its machinery and equipment
at $11.3 million.  David A. Matthews, Esq., at Shumaker, Loop &
Kendrick, LLP, in Charlotte, North Carolina, serves as counsel to
the Debtor.  The Debtor tapped Johnny Gates, Inc., as financial
advisor.  Judge Laura T. Beyer presides over the case.

The Bankruptcy Administrator in the Chapter 11 case was unable to
appoint a Committee of Creditors because none of the 20 largest
unsecured creditors have accepted appointment.


HARRON COMMUNICATIONS: Moody's Rates $65MM Add-On Sr. Bonds 'Caa1'
------------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the $65
million add-on senior unsecured bonds of Harron Communications,
L.P. (Harron). The company intends to use proceeds primarily to
fund a $25 million equity repurchase and to repay approximately
$35 million of outstanding first lien bank debt, comprised of term
loan and revolver borrowings. Moody's also upgraded Harron's first
lien bank debt to Ba3 from B1, based on the increase in junior
capital and the reduction in first lien debt.

Harron Communications, LP

Senior Unsecured Bonds due April 2020 (add-on), Assigned Caa1,
LGD5, 83%

Senior Unsecured Bonds due April 2020, Affirmed Caa1, LGD adjusted
to LGD5, 83% from LGD5, 86%

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

MetroCast Cablevision of New Hampshire, LLC

Senior Secured First Lien Bank Credit Facility, Upgraded to Ba3,
LGD2, 29% from B1, LGD3, 32%

Ratings Rationale:

The transaction increases leverage to approximately 6.4 times
debt-to-EBITDA from approximately 6.2 times (based on full year
2012 results) and adds approximately $5 million of annual interest
expense. However, the company has sufficient flexibility within
its B2 corporate family rating to manage this negative impact on
the credit profile, and Moody's continues to expect positive free
cash flow over the next couple of years.

Pro forma for the transaction, first lien bank lenders comprise a
smaller portion of the overall liability structure and benefit
from a larger cushion of junior capital due to the increase in
senior unsecured bonds. These factors led to the one notch upgrade
of the bank debt to Ba3 from B1.

The high leverage poses risk for a small company operating in a
competitive environment, driving Harron's B2 CFR. However, Moody's
expects the combination of EBITDA growth and debt repayment to
lower leverage over the next couple of years. Also, the solid
EBITDA margin (approximately 40%) and good liquidity profile,
including expectations for continued positive free cash flow,
enable the company to better manage the leverage.

Harron currently benefits from a relatively more benign
competitive environment than many of its cable peers, with no FiOS
video overlap and minimal uVerse overlap, positioning it well for
continued high speed data subscriber gains and upside from its
nascent commercial business. Nevertheless, the maturity of the
core video product and formidable competition from direct
broadcast satellite operators constrains overall growth prospects,
given that video still comprises over half of revenue and almost
half of EBITDA.

The stable outlook assumes continued positive free cash flow and
that leverage will trend below 6 times debt-to-EBITDA over the
next 12 months. The outlook also incorporates expectations for
continued EBITDA growth driven primarily by gains in high speed
data and phone subscribers, as well as some increase in pricing.

Lack of scale constrains the rating, but Moody's would consider an
upgrade with progress toward and a commitment to maintaining
leverage below 4 times debt-to-EBITDA and free cash flow to debt
in the high single digits. An upgrade would also require
expectations for continued EBITDA growth and maintenance of good
liquidity.

Sustained leverage exceeding 6.75 times debt-to-EBITDA or
sustained free cash flow-to-debt below 2% could pressure the
rating down. Inability to generate EBITDA growth could also have
negative ratings implications.

Headquartered in Frazer, PA, Harron Communications, L.P. (Harron)
houses the cable operating assets of Gans Communications, LP,
MetroCast Cablevision of New Hampshire, LLC, MetroCast
Communications of Connecticut, LLC, and MetroCast Communications
of Mississippi, LLC. Its cable operating companies serve
approximately 165,000 video subscribers, 134,000 high speed data
subscribers, and 46,000 telephone subscribers across New
Hampshire/Maine, Connecticut, Maryland/Virginia,
Mississippi/Alabama, Pennsylvania, and South Carolina. The Harron
family and management own the company.

The principal methodology used in this rating was the Global Pay
Television -- Cable and Direct-to-Home Satellite Operators
Methodology published in April 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


HARRON COMMUNICATIONS: S&P Raises Rating on Secured Debt to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on Harron Communications L.P.'s senior secured credit facilities
to 'BB' from 'BB-' and revised the recovery rating on this debt to
'1' from '2'.  The '1' recovery rating reflects S&P's expectation
for very high (90% to 100%) recovery for lenders in the event of a
payment default.  The rating action reflects the company's secured
debt prepayment.

S&P's 'B-' issue-level rating and '6' recovery rating on Harron
Communications' 9.125% senior unsecured notes due 2020 remain
unchanged after the company announced it will seek to add on
$65 million to the existing $225 million of notes outstanding.
The '6' recovery rating on the notes reflects S&P's expectation of
negligible (0% to 10%) recovery for noteholders in the event of a
payment default.  S&P expects the company to use proceeds from the
add-on to repay a portion of senior secured credit facilities, as
well as to fund a $25 million shareholder redemption.

The 'B+' corporate credit rating and stable rating outlook on
Frazer, Pa.-based cable system operator Harron Communications,
L.P. remains unchanged.  Pro forma fully adjusted debt to EBITDA
increases minimally, to 6.4x as of March 31, 2013, from 6.2x.
Under S&P's base-case scenario, it expects that debt to EBITDA
could decline to the low-6x area in 2013 based on continued
mid-to-high single digit percent EBITDA growth.  However, over the
intermediate term S&P believes that leverage will remain above 5x,
its threshold for considering a rating upgrade.  S&P believes the
company's financial policy might prevent such leverage reduction
on a sustainable basis.

The ratings on Harron incorporates S&P's view of the company's
"satisfactory" business risk profile, reflecting its good
profitability, its operations in less-competitive second-tier
markets, its position as the leading provider of pay-TV services
in its markets, and S&P's expectation of healthy growth prospects
for high-speed data (HSD) services.  Tempering risk factors
include a mature basic video services business with only modest
revenue growth prospects, below-industry-average HSD and telephone
penetration, and competitive pressures from direct-to-home (DTH)
satellite providers for video services and local telephone
companies for HSD and voice services.  S&P views the company's
financial risk profile as "highly leveraged," given its
expectation that fully adjusted debt to EBITDA will remain above
5x over the next few years, and that funds from operations (FFO)
to debt will remain below 12%.

RATINGS LIST

Ratings Unchanged

Harron Communications L.P.
Corporate Credit Rating                      B+/Stable/--
Senior Unsecured Notes Due 2020              B-
   Recovery Rating                            6

Harron Communications L.P.
Harron Finance Corp.
$290mil 9.125% Sr Unsecd Nts Due 2020*       B-
   Recovery Rating                            6

Upgraded; Recovery Rating Revised
                                              To          From
MetroCast Cablevision of New Hampshire LLC
Gans Communications L.P.
MetroCast Communications of Connecticut LLC
MetroCast Communications of Mississippi LLC
Senior Secured Credit Facilities             BB           BB-
   Recovery Rating                            1            2

* Including add-on.


HI-WAY EQUIPMENT: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Hi-Way Equipment Company LLC filed with the Bankruptcy Court its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $43,843,694
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $43,915,175
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $53,429
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,533,676
                                 -----------      -----------
        TOTAL                    $43,843,694      $46,512,280

A copy of schedules is available for free at
http://bankrupt.com/misc/HI-WAY_EQUIPMENT_sal.pdf

Two debtor-affiliates also filed their respective schedules,
disclosing:

   Company                                 Assets   Liabilities
   -------                                 ------   -----------
Hi-Way Holdings LLC                            $0   $42,187,434
HWE Real Estate LLC                    $1,285,645      $760,667

                  About Hi-Way Equipment Company

Hi-Way Equipment Company LLC filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 13-41498) on April 1, 2013.  Charles W. Reeves,
Jr., signed the petition as chief restructuring officer.
Gardere Wynne Sewell, LLP, serves as the Debtor's counsel.  The
Debtor estimated assets and debts of at least $10 million.

Hi-Way Equipment has been providing rental and sales of equipment
since 1948.  In 2008, Hi-Way Equipment acquired Equipment Support
Services, Inc.  As part of that acquisition, Hi-Way Equipment
expanded to become a dealer of Case and Case IH equipment through
CNH America LLC.  With the acquisition of ESS, Hi-Way Equipment
acquired ESS' subsidiaries: CDI Equipment, Ltd., Carruth-Doggett
Industries Partners Acquisition, LLC, Future Equipment Holdings,
LLC, Future Equipment Partners, LLC, Equipment Support Services,
Inc., ESS Acquisition LLC, Carruth-Doggett Industries Holdings
Acquisition, LLC and Southern Power Acquisition, Inc.  In 2011,
Hi-Way Equipment merged with the Subsidiaries and Hi-Way Equipment
was the sole surviving entity. Hi-Way Equipment serves as the non-
exclusive dealer of Case and Case IH equipment in numerous
counties across Texas.


HOSPITAL ACQUISITION: Moody's Assigns 'B3' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service has assigned Hospital Acquisition Sub I
LLC (formed to acquire the assets of LifeCare Holdings, Inc.,
"LifeCare") a B3 corporate family rating and B3-PD probability of
default rating ("PDR"). Moody's has also assigned a B3 rating to
the company's proposed $200 million senior secured first lien term
loan. The rating outlook is stable.

Proceeds from the proposed transaction are expected be used to
repay existing debt. The company is in the process of completing a
court approved 363 sale of LifeCare Holdings, Inc. (filed for
Chapter 11 bankruptcy on December 11, 2012) led by the secured
creditors. The timing of the close of the proposed transaction is
anticipated to coincide with LifeCare's expected emergence from
Chapter 11.

The ratings assigned are first-time ratings for Hospital
Acquisition Sub I LLC, and subject to regulatory approval of the
363 sale and Moody's review of final terms and conditions of the
proposed transaction.

The following rating actions were taken:

Corporate family rating, assigned B3;

Probability of default rating, assigned B3-PD;

$200 million senior secured term loan due 2018, assigned B3 (LGD3,
49%);

The outlook is stable.

Ratings Rationale:

The B3 CFR reflects LifeCare's high adjusted leverage level of
around 5 times debt to EBITDA (per Moody's standard adjustments)
as well as modest size and scale as compared to some of its
competitors. The rating also considers the company's heavy
reliance on the specialty hospital segment that results in a 65%
Medicare payor concentration. Additionally, ongoing uncertainty
regarding the regulatory and reimbursement environment as well as
geographic concentration elevate potential event risk. The rating
positively recognizes the company's competitive position in the
local markets it serves and favorable acuity mix which supports
EBITDA margins. The rating further considers the company's ability
to successfully manage operating expenses in an ever changing
regulatory environment as well as an adequate liquidity profile
with reduced funded debt levels following its planned emergence
from bankruptcy.

The stable rating outlook assumes that LifeCare will continue to
improve its operations, generate positive free cash flow, and
maintain an adequate liquidity profile.

Moody's could downgrade the ratings with expectations for
financial leverage in excess of 6 times, free cash flow turning
negative on a sustained basis, or if there is a deterioration in
the company's liquidity profile. An adverse regulatory or
reimbursement rate development could also have negative rating
implications. Moody's could upgrade the rating if debt to EBITDA
approached 4.5 times and free cash flow to debt is sustained over
5%, with an improving liquidity profile. There could be additional
upward pressure if the company were able to drive improved
occupancy rates and volume through its facilities to help leverage
its fixed costs and increase profitability.

The principal methodology used in this rating was the Global
Healthcare Service Providers 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.

Headquartered in Plano, TX, Hospital Acquisition Sub I LLC, to be
formed to acquire the assets of LifeCare Holdings, Inc., operates
26 long-term acute care hospitals ("LTACH") in nine states. The
company's facilities include eight "hospital within a hospital"
facilities ("HIH") and 18 free-standing facilities. In addition,
the company holds a 50% investment in a joint venture for a long-
term acute care hospital.


HUDBAY MINERALS: S&P Revises Outlook to Negative & Affirms 'B' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
HudBay Minerals Inc. to negative from stable.  At the same time,
Standard & Poor's affirmed its ratings on the company, including
its 'B' long-term corporate credit rating.

"We base the outlook revision on the likelihood that the company's
adjusted debt-to-EBITDA leverage ratio will surpass 4.5x -- one of
our key thresholds for ratings pressure -- in the next several
quarters," said Standard & Poor's credit analyst George Economou.
"We could downgrade HudBay if its construction projects experience
delays or cost overruns leading to a continuation of relatively
weak credit metrics heading into 2015," Mr. Economou added.

The ratings on HudBay reflect what S&P views as the company's very
limited operating diversity, a heightened reliance on volatile
base metals prices to uphold credit metrics commensurate with its
'B' ratings, and considerable growth-oriented capital expenditures
through next year.  These weaknesses are offset somewhat, S&P
believes, by HudBay's relatively stable operations in Manitoba, a
jurisdiction S&P views as relatively low-risk for the mining
industry.

The negative outlook reflects S&P's view that a downgrade could
occur if HudBay's construction projects experience delays or cost
overruns leading to a continuation of relatively weak credit
metrics heading into 2015.  Through the first half of next year,
S&P expects HudBay to generate an adjusted debt-to-EBITDA leverage
ratio of about 5.0x-5.5x, with negative free operating cash flow
generation of more than US$1.0 billion in 2013 and US$400 million
in 2014.

S&P could lower the ratings if HudBay's adjusted debt-to-EBITDA
leverage ratio were to rise above 6x through the end of next year
as a result of an increase in debt to fund higher capital
requirements at its growth projects or if the profitability
deterioration at its 777 mine intensifies in the next few
quarters.

While unlikely in the next several quarters, S&P could revise the
outlook to stable if projected leverage for 2014 were to decline
below 4x due to the company's major development projects ramping-
up toward full production well ahead of schedule and budget
alongside a sharp improvement in profitability at its 777 mine.


HUDSON PRODUCTS: No Change on Moody's B2 CFR on Debt Re-Pricing
---------------------------------------------------------------
Moody's views Hudson Products' favorable re-pricing of its senior
secured credit facilities as a credit positive but it does not
affect the company's B2 corporate family rating or the B2 rating
on the credit facilities. The credit facilities are comprised of a
$190 million term loan and $25 million revolver, both maturing in
June 2017 and secured by substantially all assets of the company.

Hudson Products Corporation, headquartered in Beasley, TX, is one
of the world's leading heat transfer solutions companies providing
air-cooled heat exchangers (ACHEs), axial-flow fans and related
aftermarket hardware and support predominantly to North American
oil & gas, power and petrochemical end-markets. Hudson was
purchased by Riverstone Holdings LLC (the Sponsor) in 2008 from
the prior sponsor. Hudson generated revenues in excess of $200
million for the twelve month period ended December 31, 2012.


HUFF GRANDCHILDREN: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Huff Grandchildren Irrevocable Trust
        11921 Brinley Ave
        Louisville, KY 40243

Bankruptcy Case No.: 13-31899

Chapter 11 Petition Date: May 6, 2013

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: Judson Wagenseller, Esq.
                  11921 Brinley Avenue
                  Louisville, KY 40243
                  Tel: (502) 410-6905
                  E-mail: judwag@insightbb.com

Estimated Assets: $0 to $50,000

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
VNB New York Corp.                               $1,500,000
c/o Steven A. Brehm
Bingham, Greenbaum,
Doll, PLLC
101 S. 5th St, Suite 3500
Louisville, KY 40202

The petition was signed by Matthew Huff, trustee.


IERRA VENTURE: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ierra Venture, LLC
        16601 Park Lane Circle
        Los Angeles, CA 90049

Bankruptcy Case No.: 13-21905

Chapter 11 Petition Date: May 6, 2013

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Neil W. Bason

Debtor's Counsel: Daniel H. Reiss, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: dhr@lnbyb.com

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

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

A copy of the Company's list of its 15 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/cacb13-21905.pdf

The petition was signed by Fariba Javaherian, managing member.


INSIGNIA VESSEL: Moody's Changes Outlook on 'B3' CFR to Positive
----------------------------------------------------------------
Moody's Investors Service revised Insignia Vessel Acquisition,
LLC's ("Insignia") rating outlook to positive from negative.
Insignia's B3 Corporate Family Rating and B3-PD Probability of
Default Rating were affirmed along with the company's B2 senior
secured first lien bank loan ratings and Caa1 senior secured
second lien term loan rating.

Insignia, Regatta Acquisition, LLC and Nautica Acquisition, LLC
are the joint and several borrowers under the first and second
lien facilities that each own one cruise vessel. All three
entities are wholly owned subsidiaries of Oceania Cruises, Inc.
("Oceania or the company"). Moody's ratings are based upon the
consolidated operating results of Oceania.

The revision in Insignia's rating outlook to positive reflects
Oceania's success in profitably absorbing a net increase of over
80% capacity (one 1,250 berth ship added in both 2011and 2012),
despite being delivered at less-than ideal times, and the debt
pay-down in the fourth quarter of 2012 that eliminated covenant
concerns thereby improving the company's liquidity profile. The
Marina vessel was delivered during the uprisings in the Middle
East in early 2011 and the Riviera vessel was delivered three
months after the Costa Concordia accident. The company's two new
ships are commanding a higher premium than its existing ships at
near record occupancy levels that resulted in an approximate 61%
increase in EBITDA per capacity day from 2010 to 2012.

Also factoring into the positive rating outlook is Moody's
expectation that with no new ships on order and the Insignia
vessel rejoining the fleet when the charter arrangement expires in
the first half of 2014, the company will generate approximately
$100 million of free cash flow in both 2013 and 2014. Moody's
expects the company will apply a portion of its free cash flow to
permanently reduce debt, thereby reducing debt/EBITDA to
approximately 9.0 times at the end of 2014 (or 6.3 times excluding
the PIK subordinated debt).

Ratings affirmed and LGD assessments revised:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

Senior secured first lien revolver at B2 (LGD 3, 35%)

Senior secured first lien term loan at B2 (LGD 3, 35%)

Senior secured second lien term loan at Caa1 (LGD 5, 76% from LGD
5, 79%)

Ratings Rationale:

Insignia's B3 Corporate Family Rating reflects the Company's small
scale, high leverage, the cruise industry's heavy reliance on
leisure travelers, the specialized nature of the ship asset class,
and the need for large non-cancelable commitments of capital for
new ships several years in advance of delivery. Positive rating
consideration is given to the company's profitable market niche
and the favorable long-term demand trends for the cruise industry
in general.

Ratings could be upgraded if the company's debt/EBITDA approached
6.0 times (excluding the PIK subordinated debt), the company
begins addressing its April 2015 maturities (the company has a
small $4.8 million maturity in April 2014), and maintains good
liquidity. Insignia's rating outlook could return to stable if
debt/EBITDA does not improve from its current levels and/or the
company has problems addressing it upcoming maturities. With a
positive rating outlook Moody's does not expect the ratings will
be downgraded in the near-term, but ratings could be downgraded if
the company were not able to refinance its upcoming maturities, or
if the terms of the refinancing were worse than expected.

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

Insignia Vessel Acquisition, LLC is one of five operating
subsidiaries constituting Oceania Cruises, Inc. (Oceania) a small
five-ship (one on charter through April 2014) passenger cruise
company. Oceania targets the upper premium segment of the cruise
industry with destination-oriented cruises that maximize on-shore
activities. Oceania was formed in 2002 and began operating in
2003. Affiliates of Apollo Management L.P. own a large ownership
interest in Oceania's ultimate parent, Prestige Cruise Holdings,
Inc. (PCH). PCH also owns and operates Seven Seas Cruises S. DE
R.L. (formerly known as Classic Cruise Holdings S. DE R.L.) d/b/a
Regent Seven Seas Cruises (rated B2). As a private company,
Oceania is not required to release detailed financial information
to the public.


ISLE OF CAPRI CASINO: Moody's Rates $300MM Revolver Debt 'Ba2'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 to Isle of Capri Casino,
Inc.'s $300 million revolver expiring in April 2018. The company's
existing ratings were affirmed. The rating outlook is stable.

The Ba2 rating assigned to Isle's revolver -- three-notches higher
than the company's B2 Corporate Family Rating -- reflects the
secured nature of the revolver along with the significant credit
support provided by the senior unsecured and senior subordinated
notes that rank below it in the debt capital structure.

New rating assigned:

$300 million senior secured revolver expiring 2018 at Ba2 (LGD 1,
7%)

Ratings affirmed and LGD assessments revised where applicable:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$350 million 5.875% senior unsecured notes due 2021 at B2 (LGD 3,
48% from LGD 4, 53%)

$300 million 7.75% senior unsecured notes due 2019 at B2 (LGD 3,
48% from LGD 4, 53%)

$350 million 8.875% senior sub. notes due 2020 at Caa1 (LGD 5, 88%
from LGD 5, 89%)

Ratings withdrawn:

$300 million revolver expiring 2016 at Ba2 (LGD 2, 10%)

$500 million term loan due 2017 at Ba2 (LGD 2, 10%)

Ratings Rationale:

Isle's B2 Corporate Family Rating considers the company's high
leverage -- Moody's expects the company's lease-adjusted
debt/EBITDA will remain above 5.5 times during the next 12 to 18
month period -- and Moody's expectation that consumer spending on
gaming in the US will not improve in the foreseeable future. The
ratings are supported by Isle's geographic diversification -- Isle
owns and operates 14 gaming entertainment facilities throughout
the US. Moody's believes Isle's diversification provides the
company with a greater level of overall protection against
regional downturns, legislative risk, and competitive risk than
less diversified gaming operators.

The stable rating outlook considers Moody's view that despite the
weakness in the gaming industry in recent years, Isle has pushed
out its debt maturities and positioned itself for increased free
cash flow. The company now has the opportunity to reduce leverage
even as it ramps up new gaming facilities.

Ratings could improve if Isle demonstrates an ability to achieve
and sustain debt/EBITDA at or below 5 times. Ratings could be
lowered if the gaming demand environment weakens, liquidity
deteriorates, and/or it appears that Isle will not be able to
maintain debt/EBITDA at or below 6.5 times.

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

Isle owns and operates regional gaming entertainment facilities in
Louisiana, Mississippi, Missouri, Iowa, Colorado and Florida. Net
revenue for latest 12-month period ended January 27, 2013 was
about $988 million.


JAMESTOWN LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Jamestown LLC
        2131 W Republic Rd #279
        Springfield, MO 65807

Bankruptcy Case No.: 13-60728

Chapter 11 Petition Date: May 7, 2013

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Douglas L. Healy, Esq.
                  HEALY & HEALY
                  939 Boonville, Ste. A
                  Springfield, MO 65802
                  Tel: (417) 864-8800
                  E-mail: doug@healylawoffices.com

Estimated Assets: $10,000,001 to $50,000,000

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

The petition was signed by Stephen Cope, managing member.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


JOHN ROCCO: Trustee May Continue to Pursue Suit v. Peachtree
------------------------------------------------------------
Peachtree Special Risk Brokers LLC failed to convince a New Jersey
bankruptcy court to dismiss the complaint brought against it by
Steven P. Kartzman, as Chapter 7 Trustee of John A. Rocco Co.,
Inc.

The adversary complaint, STEVEN P. KARTZMAN, as Chapter 7 Trustee,
Plaintiff, v. PEACHTREE SPECIAL RISK BROKERS, et al., Defendants,
Adv. No. 12-01269 (DHS) (Bankr. D. N.J.), was filed to avoid and
recover two transfers in the amounts of $70,614 and $67,500 within
the 90-day period before John Rocco filed for bankruptcy.

John Rocco and Peachtree are parties to a 2009 agreement, by which
the Debtor placed contracts of insurance through companies
represented by Peachtree, and Peachtree got commissions from these
transactions.  In July 2009, the Debtor placed two Policies
through Peachtree -- one with W5 Group LLC dba Waldorf Holding
Corp with Navigators Insurance Company with a $100,000 premium and
the second with W5 Group with Axis Surplus Insurance Company with
a $94,500 premium.  In August 2009, the Debtor made a $47,500
partial payment to Peachtree on behalf of W5 Group.  The policies
were however cancelled, effective on Sept. 21, 2009 due to non-
payment of balance owed.

In October 2009, Peachtree made partial payments from its trust
account -- $85,133 in full payment of the Navigators Policy less
commissions and $18,562 in partial payment of the Axis Policy less
commissions.  Following two payments made by Peactree on Jan. 22,
2010 totaling $138,114, the Debtor wired Peachtree $70,614 for
payment of the Navigators Policy and $67,500 for payment of the
Axis Policy -- which resulted in the retroactive reinstatement of
both policies effective Sept. 1, 2009.

On January 26, 2010, Peachtree paid Axis $55,687, the balance due
on the policy less commissions.  All payments received by
Peachtree from the Debtor were from the Debtor's trust account and
deposited directly into Peachtree's own trust account.  Further,
Peachtree was only entitled to use the money for payment of
premiums, except for the retention of commissions with respect to
each policy.  Peachtree's commission on the Axis Policy was 7.5%
of $90,000 ($6,750), being earned and booked on July 30, 2009.
Its commission on the Navigators Policy was 5% of $99,108
($4,955.40), which was earned and booked on August 26, 2009.  As
the policies were cancelled and reinstated, the commissions were
adjusted accordingly.  The final commissions earned by Peachtree
were $8,671.95 for Navigators Policy (10%) and $10,125.00 (12.5%)
for the Axis Policy.  Of those amounts, $15,870.60 was earned and
booked on January 22, 2010.

On March 25, 2010, John Rocco filed a Chapter 11 petition (Case
No. 10-18799, Bankr. D. N.J.) and a Chapter 11 trustee was
appointed on May 17, 2010.  The case was converted to a Chapter 7
proceeding on Feb. 7, 2012 and the Chapter 7 trustee was
appointed.

Peachtree sought summary judgment dismissing the Complaint as well
as judgment that the transfers were not transfers of an interest
in property or of an asset of the Debtor; or in the alternative,
if the court should determine that the funds were property of the
estate, that the Trustee may only recover $15,870 representing the
commissions retained by Peachtree, as Peachtree was a mere conduit
and not an initial transferee of the remaining funds.  The Trustee
filed a cross-motion for summary judgment arguing that the
transfers involved property of the estate.

In a May 1, 2013 Opinion, Bankruptcy Judge Donald H. Steckroth
found that the funds were commingled with commissions and later
transferred to Peachtree to satisfy the insurance premiums.  The
bankruptcy policy of equal distribution mandates that tracing
should be required, the Court held.

The John Rocco case, the New Jersey Bankruptcy Court pointed out,
does not involve two creditors of like status, but the same policy
applies to the distribution of funds to the larger creditor body
as a whole.  The policy of equitable distribution would be
advanced by allowing the Trustee's avoidance action to proceed,
the judge said.

Moreover, taking the circumstances in the case as a whole, Judge
Steckroth found that Peachtree was an initial transferee and not a
mere conduit and awards summary judgment in favor of the Trustee
on those grounds.

A copy of Judge Steckroth's May 1, 2013 Opinion is available at
http://is.gd/JhVPZafrom Leagle.com.

Steven P. Kartzman, Esq. -- skartzman@msklaw.com -- and Adam G.
Brief, Esq. -- abrief@msklaw.com -- of Mellinger, Sanders &
Kartzman, LLC in Morris Plains, New Jersey, serve as counsel for
the John Rocco Trustee.

Christopher R. Belmonte, Esq. -- cbelmonte@ssbb.com -- of
Satterlee Stephens Burke & Burke LLP, in New York, serves as
counsel for Peachtree.


MACON VENTURE: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Macon Venture No. One, L.P.
        8240 Preston Road
        Suite 300
        Plano, TX 75024

Bankruptcy Case No.: 13-51169

Chapter 11 Petition Date: May 6, 2013

Court: United States Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: William E. Dillard, Esq.
                  BRENNAN & WASDEN, LLC
                  411 E. Liberty Street
                  Savannah, GA 31401
                  Tel: (912) 232-6700
                  Fax: (912) 232-0799
                  E-mail: bdillard@brennanandwasden.com

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

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

A copy of the Company's list of its six largest unsecured
creditors is available for free at
http://bankrupt.com/misc/gamb13-51169.pdf

The petition was signed by Troy Bathman, president of St. Ives
Holdings, LLC, general partner.


MADISON MEMORIAL: S&P Revises Outlook & Affirms 'BB+' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable and affirmed its 'BB+' long-term rating on  Madison
County, Idaho's series 2006 revenue certificates of participation
(COPs), issued on behalf of  Madison Memorial Hospital (MMH).

"The negative outlook reflects our view of the operational risk
associated with MMH's new joint venture, a short-stay
rehabilitation hospital," said Standard & Poor's credit analyst
Geraldine Poon.  "In addition, the rating is constrained by the
expected severe weakening of MMH's balance sheet (associated with
the investment in the joint venture)," Ms. Poon added.

MMH is a 69-bed staffed hospital located in Rexburg, Idaho, 30
miles north of Idaho Falls and 90 miles south of Yellowstone.
Although Rexburg's population is relatively small, the hospital's
greater service area includes more than 150,000 people.


MANAGED HEALTH: S&P Withdraws 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings on
New Jersey-based alternate site group purchasing organization
Managed Health Care Associates Inc., including the 'B' corporate
credit rating, at the company's request.  On May 1, 2013, Roper
Industries Inc. acquired Managed Health Care Associates Inc.


METEX MFG: Seeks Further Extension of Exclusive Periods
-------------------------------------------------------
Metex Mfg. Corporation, f/k/a Kentile Floors, Inc., ask the U.S.
Bankruptcy Court for the Southern District of New York to further
extend until Sept. 16, 2013, the time within which it has
exclusive right to file a plan of reorganization, and extend until
Nov. 15, the time within which it has exclusive right to solicit
acceptances of that plan.

The additional time will be used for the Debtors to continue to
work with the Official Committee of Unsecured Creditors, which
consists of members that were not involved in the negotiation of
the prepackaged plan, and the future claims representative, to
formulate a consensual plan.

A hearing on the request will be held on May 14, 2013, at 10:00
a.m. (prevailing Eastern Time).

                            About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.  It filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-
14554) on Nov. 9, 2012.  The petition was signed by Anthony J.
Miceli, president.  The Debtor estimated its assets and debts at
$100 million to $500 million.  Judge Burton R. Lifland presides
over the case.

Affiliate Kentile Floors, Inc., filed a separate Chapter 11
petition (Bankr. S.D.N.Y. Case No. 92-46466) on Nov. 20, 1992.

Caplin & Drysdale, Chartered represents the Official Committee of
unsecured Creditors in the Debtor's case.


METROPARK USA: Committee May Modify Terms of Blakeley Employment
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Metropark USA, Inc., sought and obtained authorization
from the U.S. Bankruptcy Court for the Southern District of New
York to modify the terms of employment of Blakeley & Blakeley LLP
as the Committee's counsel.

The Court approved the modification of the terms of employment as
to the prosecution and collection of avoidance claims arising
under Chapter 5 of Title 11 of the U.S. Code and approved the
Committee's contingent-fee arrangement for B&B to prosecute the
avoidance claims.

The Committee relates that it has agreed with B&B on these
compensation and expense reimbursement schedule for the
prosecution of the avoidance claims:

   A. Contingency-Fee Schedule.  The Avoidance Claims will be
prosecuted and collected by B&B on a contingency-fee basis at a
contingency-fee rate of 30 percent.  The contingency-fee rate is
30 percent whether collection is realized before, during or after
judgment, or on appeal, or affirmed on appeal.

   B. Reimbursable Expenses.  Further to the 9019 Order, B&B will
receive monthly reimbursement of out-of-pocket expenses related to
the pursuit of the avoidance claims, which reimbursement will be
based on a monthly accounting of such expenses incurred in the
prior month.

                        About Metropark USA

Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states.  Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the
25-35 year old customer) in demand for fashion-forward apparel
and accessories.  Its headquarters, distribution centers, and
e-commerce site located in Los Angeles, California.

Metropark filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22866) on April 26, 2011.

The Debtor disclosed total assets of $28,933,805 and total debts
of $28,697, 006 as of April 2 , 2011.

CRG Partners Group, LLC, is the Debtor's financial advisor.  The
Debtor also tapped Great American Group Real Estate, LLC doing
business as GA Keen Realty Advisors as special real estate
advisor.  Ronald A. Clifford, Esq., at Blakeley & Blakeley, LLP,
in Irvine, Calif., represents the Official Committee of Unsecured
Creditors.


MORTGAGES LTD: Furst Plan's Suit v. ML Manager Dismissed
--------------------------------------------------------
Senior District Judge Frederick J. Marton dismissed the action
styled as, Robert G. Furst & Assocs., Ltd. Defined Benefit Pension
Plan, Plaintiff, v. ML Manager LLC, Defendant, Case No. CV-12-
2304-PHX-FJM (D. Ariz.), in a May 2, 2013 order available at
http://is.gd/S4R1u2from Leagle.com.

Mortgages Ltd once held a $900 million loan portfolio backed by
mortgages and dees of trust.  ML Manager LLC was formed by virtue
of Mortgages Ltd.'s confirmed Chapter 11 plan to liquidate the ML
Loans.

The Furst Plan is a retirement plan under the Employee Retirement
Income Security Act.

Under its Complaint, the Furst Plan essentially sought a
declaration that ML Manager does not have any authority over the
Furst Plan assets or any right to control, manage or sell any
Furst Plan assets.

ML Manager moved to dismiss the Complaint.

In a May 2 decision, the Arizona district court concluded that the
Complaint violates the Confirmed Plan, which requires that all
claims asserted "against the Debtor, the Reorganized Debtor, the
Liquidating Trust, the ML Loans, and the Investors" arising out of
or related to the Confirmed Plan shall be commenced only in the
bankruptcy court; and that the Complaint is an improper collateral
attack on the final judgment of the bankruptcy court and the
district court.  Judge Marton said the issues presented in the
Complaint can be resolved without reference to ERISA.

Moreover, Judge Marton said, "The Furst Plan's effort to resurrect
its challenges to ML Manager's agency authority four years after
confirmation of the Plan, this time in the context of ERISA, is
barred by law of the case and res judicata."  He noted that the
Furst Plan actively participated in the bankruptcy proceedings but
did not present its ERISA claims at that time.  The Furst Plan
also did not object to the Confirmed Plan or appeal from the
Confirmation Order, he added.

                       About Mortgages Ltd.

Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.  Central
& Monroe LLC and Osborn III Partners LLC, divisions of Grace
Communities, sought the appointment of an interim trustee for
Mortgages Ltd. in the Chapter 7 proceeding.

Mortgages Ltd. faced lawsuits filed by Grace Communities and
Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.

The Debtor's case was converted to a chapter 11 proceeding (Bankr.
D. Ariz. Case No. 08-07465) on June 24, 2008.  Judge Sarah
Sharer Curley presided over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.

Mortgages Ltd. was reorganized pursuant to a plan that was
confirmed by the Bankruptcy Court on March 20, 2009.  As part of
the Plan, ML Manager LLC was created to manage and operate the
loans in the portfolio.  The original investors for the most part
transferred their interests to 49 separate Loan LLC's.  A number
of investors, referred to as "pass through investors" did not
transfer their interests.  As part of the Plan, ML Manager took
out $20 million in exit financing to help keep the company afloat
during the reorganization.


MULTIBANK: Fitch Affirms 'BB+' Long-Term Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has affirmed Multibank's (MB) long-term Issuer
Default Rating (IDR) at 'BB+'. The Rating Outlook is Stable. Fitch
has also affirmed the bank's national ratings.

Key Rating Drivers

MB's Viability Rating (VR) and IDRs reflect its coherent strategy,
consistent performance, sound asset quality, and adequate reserves
and capital. The ratings also factor in the bank's improved
funding mix and adequate liquidity. Fitch's view of MB's ratings
is tempered by the challenges faced by the bank to improve its
competitive position and enhance its profitability metrics in a
highly competitive market.

MB consolidated its corporate strategy and overhauled its
commercial strategy to position itself as a relevant contender in
the middle market and retail segments in Panama. MB has steadily
expanded its network, heightened its profile and improved its
franchise as the bank increased its market share to 3.5% of
general licenced banks' total unconsolidated assets by end-2012.

Resilient margins and growing loan volumes coupled with moderate
credit costs allowed MB to post moderate but consistent
profitability ratios. MB will need further income diversification
and cost control to face competition and rising interest rates.

Sound credit origination, adequate remedial management, and a
positive economic backdrop underpinned asset quality that remained
under control (90-day past due loans around 1%) and is
consistently well covered by reserves. In addition, concentration
on both sides of the balance sheet is moderate after years of
continuous improvement.

The overhauled commercial strategy helped widen the deposit base
while changed the deposit mix and lowered funding costs. MB's
liquidity remains sound and is supplemented by adequate
contingency plans. However, the increase of longer-tenor loans
creates the need to further diversify funding to prevent undesired
asset/liability gaps in a highly competitive market that could
create pressures to become more aggressive in credit or pricing.

Rating Sensitivities

Consistent progress on MB's profitability and capital ratios
(i.e., Fitch Core Capital approaching 13%) could lead to positive
rating actions. In addition, MB's ratings could be improved over
the medium term if the bank continues to increase its market share
and diversify its revenues while maintaining low concentrations on
both sides of the balance sheet and adequate asset quality.

MB's ratings could be negatively affected by an unexpected sharp
deterioration in asset quality that affects performance and erodes
its capital/reserve cushion. Additionally, excessive growth that
overstretches the bank's capital (i.e., Fitch Core Capital below
10%) could also be negative. Furthermore, an extension of the
average tenor of its loans without a corresponding extension of
its liability maturity profile would be a rating negative.

Fitch has affirmed MB's ratings as follows:

-- Long-term IDR at 'BB+'; Outlook Stable;
-- Short-term IDR at 'B';
-- Viability Rating at 'bb+';
-- Support Rating at '5';
-- Support Rating Floor at 'NF';
-- National scale long-term rating at 'AA-(pan)'; Outlook Stable;
-- National scale short-term rating at 'F1+(pan)'.


MURRAY ENERGY: S&P Assigns 'BB-' Rating to $300MM 1st-Lien Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue rating to St. Clairsville, Ohio-based coal producer Murray
Energy Corp.'s (Murray) proposed $300 million first-lien term
loan.  The recovery rating is '1', indicating S&P's expectation of
a very high (90% to 100%) recovery in the event of a payment
default.  S&P also assigned a 'B' issue-level rating to the
$400 million second-lien secured notes that are also part of the
refinancing.  The recovery rating is '4', indicating S&P's
expectation of an average (30% to 50%) recovery.

At the same time, S&P affirmed the 'B' corporate credit rating and
the 'B' issue rating on Murray's $688 million in senior secured
notes due 2015.  The recovery rating on the notes is '3',
indicating S&P's expectation of a meaningful (50% to 70%)
recovery.  The outlook remains stable.

"The company expects to use proceeds from the new first-lien term
loan and second-lien notes to redeem its existing $688 million in
senior secured notes," said Standard & Poor's credit analyst Chiza
Vitta.

Murray will also have an unrated $50 million asset-based revolving
credit facility upsized from $25 million as part of this
transaction.  S&P expects to withdraw the issue rating on the
existing senior secured notes when the transaction closes.

The corporate credit rating reflects Murray's combination of a
"vulnerable" business profile with an "aggressive" financial
profile.  S&P's view stems from the company's relatively small
size, lack of end market diversity, high customer concentration,
and significant debt levels.  However, the company maintains a
favorable cost profile, sells coal under long-term contracts, and
has a customer base consisting of the coal-fired plants that S&P
views as less likely to be retired in the near future.

The stable outlook reflects S&P's view that Murray's contracted
sales and low cost position will support cash flow until currently
weak thermal coal conditions start to improve later this year.
S&P expects credit measures to remain in line with its view of the
company's aggressive financial risk profile, which along with the
vulnerable business risk profile are commensurate with the current
rating.  S&P expects 2013 adjusted debt to EBITDA of about 5x and
FFO to debt of about 14.5%.

S&P views Murray as having limited cushion under its "aggressive"
financial risk profile.  S&P would consider a downgrade if credit
measures weaken any further, or if S&P views liquidity to be "less
than adequate".  In particular, S&P could lower the rating if debt
to EBITDA does not improve or if free operating cash flow (cash
flow from operations less capital spending) is negative.  This
could occur if margins decline, or as a result of a mine stoppage
due to unforeseen reasons.

S&P would consider an upgrade if Murray's credit metrics improved.
An upgrade would likely require leverage to fall below 4x and
would be most likely if S&P saw a concurrent improvement in demand
for thermal coal.

The company has active mines in three of the major high heat coal
producing regions in the U.S.: Northern Appalachia, the Illinois
Basin, and the Uintah Basin in Utah.


NATURE'S PUREST: Updated Case Summary & Creditors' Lists
--------------------------------------------------------
Lead Debtor: Nature's Purest Spring Water, Inc.
             P.O. Box 499
             Epworth, GA 30541

Bankruptcy Case No.: 13-21297

Chapter 11 Petition Date: May 6, 2013

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: James L. Paul, Esq.
                  CHAMBERLAIN, HRDLICKA, WHITE ET AL
                  34th Floor
                  191 Peachtree Street NE
                  Atlanta, GA 30303-1410
                  Tel: (404) 659-1410
                  Fax: (404) 659-1852
                  E-mail: james.paul@chamberlainlaw.com

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

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

Affiliates that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
Trilogy Enterprises                    13-21299
dba Nature's Purest Spring Water, Inc.
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Robert Brian Patterson, president and
chief executive officer.

A. A copy of Nature's Purest Spring's list of its 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/ganb13-21297.pdf

B. A copy of Trilogy Enterprises' list of 20 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/ganb13-21299.pdf


NEPHROS INC: Incurs $2.7-Mil. Net Loss in First Quarter
-------------------------------------------------------
Nephros, Inc., filed its quarterly report on Form 10-Q, reporting
a $1.2 million on $521,000 of total net revenues for the three
months ended March 31, 2013, compared with a net loss of $557,000
on $533,000 of total net revenues for the same period last year.

The Company's balance sheet at March 31, 2013, showed $2.7 million
in total assets, $4.4 million in total liabilities, and a
shareholders' deficit of $1.7 million.

A copy of the Form 10-Q is available at http://is.gd/8BrCWf

River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters.  Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.

                           *     *     *

Rothstein Kass, in Roseland, New Jersey, expressed substantial
doubt about Nephros, Inc.'s ability to continue as a going
concern, following its audit of the Company's financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred negative cash flow from operations
and net losses since inception.


ORECK CORPORATION: Case Summary & 21 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Oreck Corporation
        565 Marriott Dr., Suite 300
        Nasvhille, TN 37214

Bankruptcy Case No.: 13-04006

Chapter 11 Petition Date: May 6, 2013

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Alexandra E. Dugan, Esq.
                  William L Norton, III, Esq.
                  BRADLEY ARANT BOULT CUMMINGS, LLP
                  1600 Division Street, Suite 700
                  Nashville, TN 37203
                  Tel: (615) 252-4638
                  Fax: (615) 252-4705
                  E-mail: adugan@babc.com
                          bnorton@babc.com

Debtor's
Claims Agent:     BMC GROUP INC.

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by William T. Nolan, president/secretary.

Debtor's List of 21 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
GSC Recovery III          Executory Contract     $643,539
Asset Trust
c/o GSC Group
300 Campus Drive
Suite 110
Florham Park,
NJ 07932-1024

American Securities        Executory Contract    $546,255
Partners III LLP
c/o American Securities
Capital Partner, LLC
299 Park Ave., 34th Flr
New York, NY 10171

GSC Recovery III           Executory Contract    $530,404
Parallel Fund Asset Trust
c/o GSC Group
300 Campus Drive
Suite 110
Florham Park,
NJ 07932-1024

Microsoft Licensing, GP    Executory Contract    $185,801

Vogel, Scott               Executory Contract    $137,499

American Securities        Executory Contract    $64,195
Partners III (B) LP

Amazon Media Group LLC     Exeutory Contract     $55,000

Fedex Freight East         Trade                 $53,654
Dept CH

ASP Oreck Holdco LLC       Executory Contract    $48,939

American Escrow &          Trade                 $48,394
Closing Company

USAA Equity Advisors, FBO  Executory Contract    $45,294

USF Holland Inc.           Trade                 $40,774

Shi International Corp     Executory Contract    $31,797

David I Oreck              Executory Contract    $31,060

Woot Services              Trade                 $28,980

AT&T                       Executory Contract    $25,870

Modernistic Inc            Trade                 $21,546

Demandware, Inc.           Executory Contract    $20,000

Catalyst Direct, Inc.      Executory Contract    $19,320

Jim Amos                   Director Fees         $17,500

Mary George                Director Fees         $17,500


OTELCO INC: Has Authority to Hire Auditor, Tax Accountant
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Otelco Inc., et al., to employ BDO USA, LLP, and BDO Consulting
Corporate Advisors, LLC, as their auditor and accountant, and
Warren Averett, LLC, as tax accountants.

                        About Otelco Inc.

Otelco Inc., a wireline telecommunication services provider in
Alabama, Maine, Massachusetts, Missouri, New Hampshire, Vermont
and West Virginia, and 16 affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 13-10593) on March 24, 2013.

Otelco filed for chapter 11 in order to implement its "pre-
packaged" financial restructuring plan -- a plan that already has
been accepted by 100% of the Company's senior lenders, as well as
holders of over 96% in dollar amount of Otelco's senior
subordinated notes who cast ballots.  Otelco's restructuring plan
will strengthen the Company by deleveraging its balance sheet and
reducing its overall indebtedness by approximately $135 million.

Because of the overwhelming support Otelco's plan has received
from both its secured and unsecured creditors (including holders
of the Company's IDS units), Otelco anticipates that the Company
will be able to complete its financial restructuring at the end of
the second quarter of 2013.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Partners.  The
restructuring counsel for the administrative agent for the senior
lenders is King & Spalding LLP and its financial advisor is FTI
Consulting.

The bankruptcy judge signed a confirmation order May 5 approving
Otelco's plan that exchanges $107.7 million in senior subordinated
notes for 92.5 percent of the new equity.  The disclosure
statement explaining the plan includes a projection where the
recovery on the subordinated notes will be 40.5 percent.  The $162
million secured term loan will be modified by extending maturity
from 2013 to 2016.  When the plan becomes effective, the lenders
will receive no less than $20 million cash and 7.5 percent of the
equity.  Unsecured creditors will be paid in full.  The plan
reduces debt by about $135 million to $135 million.  General
Electric Capital Corp. is agent for the senior lenders.


OZBURN-HESSEY HOLDING: Moody's Rates Proposed $320MM Debt 'B3'
--------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Ozburn-
Hessey Holding Company, LLC's proposed $50 million first lien
senior secured revolving credit facility and $270 million term
loan. Concurrently, all existing ratings were affirmed including
its B3 Corporate Family Rating. The ratings outlook is stable.

Proceeds from the issuance of the proposed $270 million senior
secured term loan are expected to be used to repay outstanding
borrowings under OHL's existing first and second lien credit
facilities. The B2 rating on the proposed first lien debt is one
notch above the B3 CFR reflecting the first lien pledge on
substantially all assets and a senior position relative to the
company's non-debt liabilities. The proposed transaction is
expected to lower interest expense going forward, extend term loan
maturities to 2019 and simplify the capital structure by
eliminating its existing second lien debt from the capital
structure. Preferred stock at the company's parent company, OHH
Acquisition Corporation, will remain in place.

Ratings assigned:

  Proposed $50 million senior secured revolving credit facility
  due 2018, B2 (LGD-3, 39%)

  Proposed $270 million senior secured term loan due 2019, B2
  (LGD-3, 39%)

Ratings affirmed:

  Corporate Family Rating, at B3

  Probability of Default Rating, at B3-PD

  Existing $35 million first lien revolver due 2015, at Ba3 (LGD-
  2, 22%)*

  Existing $275 million first lien term loan ($213 million
  outstanding) due 2016, at Ba3 (LGD-2, 22%)*

  Existing $75 million ($50 million outstanding) second lien term
  loan due 2016, at Caa1 (LGD-4, 58%)*

  Outlook, stable

* Ratings will be withdrawn upon repayment of these facilities
   and closing of the proposed transaction.

Assigned ratings are subject to Moody's review of final
documentation following completion of the refinancing.

Ratings Rationale:

The affirmation of the B3 Corporate Family Rating reflects Moody's
expectation that credit metrics will remain in line with the B3
rating category. The proposed transaction favorably reduces
interest expense and extends debt maturities, thereby more
comfortably positioning the company at the B3 rating category and
moderately improving the company's adequate liquidity profile.

OHL's B3 CFR continues to reflect its high leverage with
debt/EBITDA at over 6.0 times (on a Moody's adjusted basis
including operating leases) and moderate size in the highly
fragmented, competitive and cyclical third party logistics sector.
Although the company derives benefits from its asset-light
business model and resulting ability to vary costs in line with
changing demand, it is susceptible to pricing pressures from
external third-party carriers in its transportation businesses.
The rating is supported by an adequate liquidity profile
characterized by a meaningful cash balance and anticipated
breakeven to moderately positive free cash flow generation over
the intermediate term combined with no meaningful near-term debt
maturities and comfortable headroom under its proposed net
leverage covenant. The rating also acknowledges the company's long
operating history, diverse services offered and long-term
relationships with a well-established high quality customer base.
As the company's customer base is primarily comprised of companies
in the retail, consumer and electronics end-markets, vulnerability
to changes in demand due to changes in overall macroeconomic
activity is also considered in the ratings.

The stable outlook is supported by OHL's adequate liquidity
profile and an expectation that credit metrics will remain in line
with the B3 rating category as a result of operational
improvements made since late 2011.

Ratings could be downgraded if operating margins or liquidity
deteriorates meaningfully from current levels. Credit metrics that
would likely accompany the aforementioned include: debt/EBITDA
above 6.5x and EBIT to interest well below 1.0x, on a sustained
basis, accompanied by negative free cash flow generation.

Positive ratings momentum could develop if the company
demonstrates sustained revenue and operating income growth and
increased cash flow from operations. A ratings upgrade would be
considered if EBIT/interest improves to 1.5x and debt/EBITDA falls
below 5.0x and are sustained at those levels.

The principal methodology used in this rating was the Global
Surface Transportation and Logistics Companies published in April
2013. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Ozburn-Hessey Holding Company, LLC, headquartered in Nashville,
TN, is a provider of third-party logistics and related services,
including warehouse management, freight forwarding, and dedicated
contract carriage. Ozburn-Hessey is a wholly-owned subsidiary of
OHH Acquisition Corporation, which is controlled by private equity
firm Welsh, Carson, Anderson & Stowe. Ozburn-Hessey's 2012 gross
revenues approximated $1.2 billion.


PEABODY ENERGY: Fitch Affirms 'BB+' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed Peabody Energy Corporation's (Peabody,
NYSE: BTU) Issuer Default Rating (IDR) at 'BB+'.

The Rating Outlook has been revised to Negative from Stable.

Ratings Drivers:

Peabody has large, well diversified operations and good control of
its low-cost production. It is the largest private sector coal
company, globally, with 28 mining operations producing low-sulfur
thermal coal from the Powder River Basin (PRB) and high heat
thermal coal from the Illinois Basin (IB) as well as seaborne
thermal and metallurgical coal in Australia. The company's U.S.
operations account for roughly 20% of U.S. coal production. Proven
and probable reserves are about 9 billion tons. Peabody is
targeting 2013 U.S. volumes at 180 to 190 million tons with
essentially all of those volumes committed and priced for 2013.
Based on Projected 2013 production levels, 55-65% of 2014 U.S.
volume is priced.

Steam coal prices in the U.S. are currently weak and are expected
to remain so at least through 2013. The metallurgical coal and
steam coal markets in Asia are well supplied, dragging on prices.
Metallurgical coal prices are likely to remain around current
levels to flush excess supply out of the market which could
stretch into 2014.

Peabody's earnings are leveraged to metallurgical coal prices. The
Australian segment comprises seaborne coking, PCI and steam coal
sales. For the quarter ended March 31, 2013 the Australian
segment's gross margin was $100.4 million on 8.3 million tons sold
at an average realization of $89.30/ton compared with $295.6
million on 6.6 million tons sold at average realizations of
$130.34/ton for the quarter ended March 31, 2012. Consolidated
operating EBITDA for the quarter ended March 31, 2013 was $275
million compared with first quarter 2012 operating EBITDA of $514
million.

The credit ratings also reflect high financial leverage following
the acquisition of Macarthur Coal Limited in an all-cash
transaction in the fourth quarter of 2011 offset by strong
liquidity.

Strong Liquidity

Cash on hand was $630 million as of March 31, 2013 and
availability under the company's $1.5 billion revolver was $1.4
billion after utilization for letters of credit at Dec. 31, 2012.
Covenants under the bank facilities include an interest coverage
minimum of 2.5 times (x) and a leverage maximum of 5.5x for 2013.
Fitch anticipates that Peabody will operate within its covenants.

Total debt with equity credit/operating EBITDA, was 3.9x for LTM
March 31, 2013, which compares to Fitch's expectation that
leverage remain below 3.5x on average. Free cash generation has
been positive despite lower than anticipated earnings on capital
discipline and cost reduction. Peabody has substantial legacy
liabilities and adjusted leverage is about 4.6x.

Capital expenditure guidance for 2013 is $450 million to $550
million. Interest is expected to be about $400 million for the
year. Fitch expects 2013 EBITDA of at least $1.1 billion and
neutral to slightly negative free cash flow.

Fitch estimates scheduled maturities of debt over the next five
years as of March 31, 2013 to be $39.6 million for the remainder
of 2013, $61 million in 2014, $412 million in 2015, $1.5 billion
in 2016, and $9.3 million in 2017. In April 2013, Peabody
committed to voluntarily prepay $99.4 million of debt in the
second quarter of 2013 with existing cash on hand.

The Negative Outlook reflects the risk that Total Debt/EBITDA
remains elevated for a prolonged period should the metallurgical
coal market remain weak.

Rating Sensitivities

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

-- Expectation of sustained leverage above 4x;
-- Constrained liquidity.

Positive: Future developments that may lead to a positive rating
action are not anticipated over the next 12 months but may
include:

-- Leverage sustainably below 2x.

Fitch has affirmed Peabody's ratings as follows:

-- IDR at 'BB+';
-- Senior unsecured notes at 'BB+';
-- Senior unsecured revolving credit and terms loan at 'BB+';
-- Convertible junior subordinated debentures due 2066 at 'BB-'.


PHOENIX DEVELOPMENT: Case Summary & 4 Unsecured Creditors
---------------------------------------------------------
Debtor: Phoenix Development and Land Investment, LLC
        1020 Barber Creek Drive
        Suite 200
        Watkinsville, GA 30677

Bankruptcy Case No.: 13-30596

Chapter 11 Petition Date: May 6, 2013

Court: United States Bankruptcy Court
       Middle District of Georgia (Athens)

Debtor's Counsel: Ernest V. Harris, Esq.
                  HARRIS & LIKEN, LLP
                  P.O. Box 1586
                  Athens, GA 30603
                  Tel: (706) 613-1953
                  Fax: (706) 613-0053
                  E-mail: eharris@harrisliken.com

Scheduled Assets: $31,700,000

Scheduled Liabilities: $4,308,141

The petition was signed by Conway Broun, manager.

Debtor's List of four Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Clarke County Tax         2010, 2011 and         $108,141
Commissioner              2012 ad valorem
325 E. Washington St.     tax
Athens, GA 30601

Cotton Patch Partners                            $100,000
P.O. Box 637
Gainesville, GA 30503

Lewis Scruggs, Jr.                               $50,000
275 S. Church Street
Athens, GA 30605

SM Sumter Screven, LLC                           $50,000
21 Battery Park, Ste. 202
Asheville, NC 28801


PUERTO DEL REY: Deal on Plan Confirmation Schedule Approved
-----------------------------------------------------------
The Bankruptcy Court on April 26 approved an agreement between
Puerto del Rey, Inc. and PBF-TEP Acquisitions, Inc., as purchaser,
with respect to the schedule of the confirmation process on the
Debtor's Chapter 11 Plan.  The Court also authorized the Debtor
and the purchaser to file term sheet under seal with the Court for
in camera review.

The Term Sheet generally contemplates, among other things, (i) the
filing by the Debtor, jointly with the Lender and the Purchaser,
of a fully consensual chapter 11 plan to be funded in cash by the
Purchaser; (ii) the acquisition by the Purchaser of the Purchased
Assets pursuant to the Plan; and (iii) the expeditious
confirmation and consummation of the Plan within approximately 60
days from the date of the Term Sheet.  The Term Sheet was filed in
Court on April 18.

The Confirmation Schedule set forth in the Term Sheet provides
that the Term Sheet Parties and the Purchaser will use their
reasonable best efforts to comply with these milestones:

   April 26      the Debtor will have filed the Plan;

   May 19        the Debtor will have filed with the Court
                 all Definitive Documentation;

   May 26        the Debtor will have obtained entry of an
                 order confirming the Plan;

   May 31        the Plan will have become effective in
                 accordance with its terms.

                       About Puerto del Rey

Puerto del Rey, Inc., owner of the Puerto Del Rey Marina, filed
a petition for Chapter 11 protection (Bankr. D.P.R. Case No.
12-10295) on Dec. 28, 2012, in Old San Juan, Puerto Rico, owing
$43 million to secured lender First Bank Puerto Rico Inc.  The
22-acre facility in Fajardo, Puerto Rico, has 918 wet slips and
dry storage for 600 boats.  Bankruptcy was designed to forestall
creditors from attaching assets.  The Debtor disclosed, in an
amended schedules $99,946,188 in assets and $44,623,369 in
liabilities.


REGAL PROPERTY: Case Summary & 4 Unsecured Creditors
----------------------------------------------------
Debtor: Regal Property Holdings, Inc.
        4750 N. Jensen Street
        Las Vegas, NV 89129-1606

Bankruptcy Case No.: 13-13969

Chapter 11 Petition Date: May 6, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  THE SCHWARTZ LAW FIRM, INC.
                  6623 Las Vegas Blvd. So., Ste 300
                  Las Vegas, NV 89119
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  E-mail: sam@schwartzlawyers.com

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

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

A copy of the Company's list of its four largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nvb13-13969.pdf

The petition was signed by Richard N. Roberts, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Richard N. Roberts and                 13-13968   05/06/13
Jane S. Roberts


REVEL AC: Committee Taps Polsinelli as Bankruptcy Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Revel AC, Inc., et al., seeks authority from
the U.S. Bankruptcy Court for the District of New Jersey to retain
Polsinelli PC as counsel.

Polsinelli has advised the Creditors' Committee that the firm's
hourly rates generally range from $250 to $500 per hour for
shareholders, from $175 to $325 per hour for associates and senior
counsel, and from $75 to $200 per hour for paraprofessionals.  The
primary attorneys and paralegals expected to represent the
Creditors' Committee, and their hourly rates are:

   Christopher A. Ward, Esq. (shareholder)     $500 per hour
   Jason Nagi, Esq. (shareholder)              $390 per hour
   Jarrett Vine, Esq. (associate)              $275 per hour
   Lindsey M. Suprum (paralegal)               $195 per hour

Christopher A. Ward, Esq., assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

Polsinelli PC may be reached at:

         Jason A. Nagi, Esq.
         POLSINELLI PC
         900 Third Avenue
         Suite 2100
         New York, NY 10022
         Tel: 212-684-0199
         Fax: 212-684-0197
         Email: jnagi@polsinelli.com

            -- and --

        Christopher A. Ward, Esq.
        Jarrett Vine, Esq.
        POLSINELLI PC
        222 Delaware Avenue, Suite 1101
        Wilmington, DE 19801
        Tel: 302-252-0920
        Fax: 302-252-0921
        Email: cward@polsinelli.com
               jvine@polsinelli.com

                            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.


ROCHA DAIRY: Debtor, Creditor MLIC Back to Drawing Board
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Idaho, in an order
dated April 15, denied:

     -- the objection filed by creditor MLIC Asset Holdings, Inc.,
        to Rocha Dairy LLC's Fourth Amended Disclosure Statement;
        and

     -- confirmation of the Debtor's Corrected Fourth Amended
        Chapter 11 Plan.

The Acting U.S. Trustee also has filed an objection to
confirmation of the Fourth Amended Plan, stating that (i) the plan
is not feasible and, if confirmed, would likely be followed by
liquidation or the need for further financial reorganization; and
(ii) the Debtor's financial performance, as reflected in the
monthly operating reports, indicates that the Debtor does not have
the ability to fund proposed payments under the plan.

                         About Rocha Dairy

Based in Wendell, Idaho, Rocha Dairy, LLC, aka Rocha Farms, filed
for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. Case No.
11-40836) on May 25, 2011.  Judge Jim D. Pappas presides over the
case.  Lawyers at Robinson, Anthon & Tribe serve as bankruptcy
counsel to the Debtor.  In its petition, the Debtor estimated
$10 million to $50 million in assets and $1 million to $10 million
in debts.  The petition was signed by Elcidio Rocha, member.


ROTECH HEALTHCARE: Equity Committee Taps Baker as Counsel
---------------------------------------------------------
The Official Committee of Equity Security Holders appointed in the
Chapter 11 cases of Rotech Healthcare Inc., et al., seeks
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain Baker & McKenzie LLP as counsel, to be paid the
following hourly rates:

   Position                     Hourly Rate
   --------                     -----------
   Partners                     $500 - $1,000
   Of Counsel                   $400 - $700
   Associates                   $295 - $600
   Paraprofessionals            $100 - $300

Carmen H. Lonstein, Esq., assures the Court that her firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Committee.

A hearing on the retention application will be held on June 13,
2013, at 11:00 a.m. (EST).  Objections are due May 14.

                      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.


ROTECH HEALTHCARE: Creditors' Committee Taps Otterbourg as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Rotech Healthcare Inc., et al., seeks
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain Otterbourg, Steindler, Houston & Rosen, P.C.,
as counsel, to be paid the following hourly rates:

   Partner/Counsel     $550-$940
   Associate           $265-$645
   Paralegal           $235-$250

Scott L. Hazan, Esq., assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent interests adverse to
the Committee's.

A hearing on the retention application will be held on June 13,
2013, at 11:00 a.m. (prevailing Eastern time).  Objections are due
May 16.

                      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.


ROCKWELL MEDICAL: Incurs $15.4-Mil. Net Loss in Q1 2013
-------------------------------------------------------
Rockwell Medical, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $15.4 million on $12.3 million of sales
for the three months ended March 31, 2013, compared with a net
loss of $10.6 million on $12.0 million of sales for the same
period last year.

The Company's balance sheet at March 31, 2013, showed
$18.0 million in total assets, $28.5 million in total current
liabilities, and a stockholders' deficit of $10.5 million.

A copy of the Form 10-Q is available at http://is.gd/7JQlkp

Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom,
Michigan, is a fully-integrated biopharmaceutical company
targeting end-stage renal disease ("ESRD") and chronic kidney
disease ("CKD") with innovative products and services for the
treatment of iron deficiency, secondary hyperparathyroidism and
hemodialysis (also referred to as "HD" or "dialysis").

Rockwell's lead investigational drug is in late stage clinical
development for iron therapy treatment in CKD-HD patients.  It is
called Soluble Ferric Pyrophosphate ("SFP").  SFP delivers iron to
the bone marrow in a non-invasive, physiologic manner to
hemodialysis patients via dialysate during their regular dialysis
treatment.

                           *     *     *

As reported in the TCR on March 22, 2013, Plante & Moran, PLLC, in
Clinton Township, Michigan, expressed substantial doubt about
Rockwell Medical's ability to continue as a going concern, citing
the Company's recurring losses from operations, negative working
capital, and insufficient liquidity.


RSI GROUP: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: RSI Group, LLC
        12330 Santa Monica Blvd.
        Los Angeles, CA 90025

Bankruptcy Case No.: 13-21902

Chapter 11 Petition Date: May 6, 2013

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Sandra R. Klein

Debtor's Counsel: Michael S. Kogan, Esq.
                  KOGAN LAW FIRM APC
                  1901 Avenue of the Stars Ste 1050
                  Los Angeles, CA 90067
                  Tel: (310) 432-2310
                  E-mail: mkogan@koganlawfirm.com

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

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

A copy of the Company's list of its six largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/cacb13-21902.pdf

The petition was signed by Robert Senehi, managing member.


SAN JUAN CABLE: Moody's Eyes Downgrades After Technical Default
---------------------------------------------------------------
Moody's Investors Service placed all ratings for San Juan Cable
LLC (OneLink), including its B2 corporate family rating, under
review for downgrade. Liberty Global, Inc. (LGI), the 60% owner of
OneLink, discovered following the merger of OneLink and Liberty
Cablevision of Puerto Rico LLC (LCPR) that materially misstated
financial information was provided to lenders relating to
financial periods prior to the merger, constituting a technical
default under the credit agreement.

As such, lenders could demand repayment of debt, which consists of
approximately $510 million of first lien term loan and $145
million of second lien term loan. The company does not expect
correction of the misstatements to result in a financial covenant
default and is seeking a waiver of the technical default from bank
lenders.

San Juan Cable, LLC

Probability of Default Rating, Placed on Review for Downgrade,
currently B2-PD

Corporate Family Rating, Placed on Review for Downgrade, currently
B2

Senior Secured First Lien Bank Credit Facility, Placed on Review
for Downgrade, currently B1

Senior Secured Second Lien Bank Credit Facility, Placed on Review
for Downgrade, currently Caa1

Outlook, Changed To Rating under Review from Stable

Ratings Rationale:

Moody's review will focus on whether the company will be able to
obtain the aforementioned waivers from its lenders and file
audited statements within a reasonable period. Moreover, Moody's
will ascertain whether any restatement will materially impact the
credit metric assumptions underpinning the assigned ratings. If
the company successfully executes the waiver and Moody's believes
the misstatements do not materially impact Moody's original
expectations for the credit profile of the combined entity,
Moody's would likely confirm the B2 corporate family rating.

In November 2012, Searchlight Capital Partners (Searchlight)
acquired San Juan Cable Holdings, LLC (OneLink) from its existing
owners (MidOcean Partners and Crestview Partners) with an all
cash, all common, equity contribution. Liberty Global, Inc. (LGI),
the parent of Liberty Cablevision of Puerto Rico, LLC (LCPR)
simultaneously merged LCPR into OneLink, with LGI retaining
control through its 60% ownership and Searchlight owning the
remaining 40%.

The combined entity, 60% owned by LGI and 40% by Searchlight,
passes approximately 700,000 homes in Puerto Rico and has annual
revenue of about $300 million.

The principal methodology used in this rating was the Global Pay
Television-Cable and Direct-to-Home Satellite Operators
Methodology published in April 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


SATISFACTION ENTERPRISES: Case Summary & 9 Unsecured Creditors
--------------------------------------------------------------
Debtor: Satisfaction Enterprises, Inc.
        107-29 78 Street
        Ozone Park, NY 11417

Bankruptcy Case No.: 13-42772

Chapter 11 Petition Date: May 6, 2013

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Nancy Hershey Lord

Debtor's Counsel: Bruce Feinstein, Esq.
                  LAW OFFICES OF BRUCE FEINSTEIN
                  86-66 110 Street
                  Richmond Hill, NY 11418
                  Tel: (718) 570-8100
                  E-mail: brucefeinsteinesq@gmail.com

Scheduled Assets: $1,105,100

Scheduled Liabilities: $405,697

A copy of the Company's list of its nine largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nyeb13-42772.pdf

The petition was signed by Nazim Ramdin, president.


SCHOOL SPECIALTY: Shareholders Want Equity Committee Appointed
--------------------------------------------------------------
Certain shareholders filed letters with the U.S. Bankruptcy Court
for the District of Delaware asking Judge Carey to appoint an
official committee of equity shareholders in the Chapter 11 cases
of School Specialty Inc., et al.  A hearing on their requests will
be held on May 20, 2013, at 1:30 p.m. (ET).  Objections are due
May 13.

                      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.


SCC KYLE: Files Non-Material Modifications to Reorganization Plan
-----------------------------------------------------------------
SCC Kyle Partners, Ltd., filed April 25, a Second Amended Second
Modification to its Proposed Amended Plan of Reorganization.
According to the Debtor, the Modifications are not "material"
requiring re-solicitation.

Sec. 4.1.2 Class II - Priority Tax Claims.
Notwithstanding anything to the contrary contained within the Plan
or approved Disclosure Statement, the Priority/Secured Tax Claims
owing to Hays County and Hays CISD (Taxing Entities) shall be paid
by the Debtor, pursuant to the provisions of 11 USC Sec. 1129 (a)
(9) (C), in equal monthly installments, commencing thirty days
from the Plan's Effective Date and ending sixty (60) months from
the petition date.  The Claims shall bear interest at the
statutory rate of 12% per annum from the date of filing of this
case until said taxes are paid in full.

In the event that any tract(s) which is secured by the Secured Tax
Claims is sold during the term of the Plan, the unpaid taxes
secured by the tract(s) shall be paid in full upon the sale of the
property.

The 2013 ad valorem taxes owing to the Taxing Entities shall be
paid in the ordinary course of business and Taxing Entities shall
not be required to file a request for allowance and payment of its
claim.

Taxing Entities shall retain all liens until such taxes are paid
in full.

Default shall occur if one monthly installment due to Taxing
Entities under the confirmed Plan is not paid by Debtor or if
post-confirmation taxes (including the 2013 taxes) are not paid
timely pursuant to state law.  In the event of default, Taxing
Entities or either of them shall send written notice of default to
Debtor's attorney and Debtor.  If the default is not cured within
twenty (20) days after notice of the default is mailed, Taxing
Entities may proceed with state law remedies for collection of all
amounts due under state law pursuant to the Texas Property Tax
Code.  The Debtor has the opportunity to cure two (2) times over
the life of the Plan.  In the event of a third default, Taxing
Entities may proceed with the state law remedies for collection of
all amounts due under state law pursuant to the Texas Property Tax
Code.

Sec. 4.1.3 Class III - Secured Claim of Lender.
The secured claim of the Lender group will be paid over 5 years
from the Effective Date from cash proceeds on hand at the time of
confirmation and ongoing sales of the remaining Property and
future tax incentive revenues, with interest-only payments to be
made monthly beginning on the 15th day after the Effective Date at
4% per annum, or such other rate as is determined by the Court not
to exceed 8%.  All remaining principal, interest and costs will be
due and payable on the 15th day of the 60th month from the
Effective Date.  Lender will retain its liens on the collateral
currently pledged to Lender, though Debtor shall be permitted to
use the proceeds from sales tax incentive payments and existing
cash to make the payments for allowed administrative claims,
priority tax claims and unsecured creditors.  This Class is
impaired.

Debtor shall be entitled to close any sale and the Lender shall be
required to release its lien on any property for which the gross
sale price is at least 85% of the appraised value of the tract,
based on the market/retail appraised value from the April 4, 2013
Aegis appraisal, as set forth in Exhibit "A" hereto.  Lender will
receive the net proceeds after payment of customary closing costs
(including broker's fees, title insurance fees, and other typical
closing costs) and taxes attributable to the tract, and less any
amounts necessary for funding a one-year rolling reserve for
taxes, insurance and interest, and operating expenses
(bookkeeping/accounting, and landscaping/ maintenance not to
exceed $1000 per month).  The rolling reserve will be calculated
based on the estimates, as of the date of the closing of a sale,
for payment of one-year's interest on the then-existing amount of
the Lender's Allowed Claim at the rate determined by the Court, ad
valorem taxes [based upon the amount assessed for the year by the
applicable taxing authorities] and insurance, and operating
expenses (with such operating expenses not to exceed $1000 per
month).  The reserve account will be held at Whitney Bank and
Lender shall maintain a lien on the account.  Interest will be
paid monthly, and taxes and insurance when due.  Debtor shall also
be entitled to utilize its cash on hand and, if available, from
Sales Tax Incentive payments, as of the Effective Date to pay
administrative claims or any of the items covered by the reserve
funds or payments to unsecured creditors or tax authorities.

With respect to the pending sale to Avail, Debtor will remit the
sale proceeds (net of closing costs, taxes and commissions) to
Lender, provided, however, that a portion of the proceeds paid
shall be credited as pre-paid interest n (at the rate determined
by the Court) for the period May 1, 2013, through Dec. 31, 2013,
with the balance to be applied as principal reduction.  To the
extent that the Court does not allow the proceeds of the Avail
sale to be applied as pre-paid interest, as provided herein,
interest will accrue at the rate determined by the Court until the
next sale, at which time the accrued interest will be paid.  Such
payment shall occur on or before Dec. 31, 2013.

In the event of a default under these provisions, Debtor shall be
entitled to five (5) days' written notice and opportunity to cure,
after which Lender shall be entitled to pursue its available
remedies. Debtor shall be entitled to three (3) such notices and
opportunities to cure, after which Lender shall be entitled to
pursue its available remedies.

A copy of the Second Amended Second Modification to the Debtor's
Proposed Amended Plan of Reorganization is available at:



           http://bankrupt.com/misc/scckyle.doc107.pdf

On April 8, 2013, the Debtor filed a Second Modification to its
Proposed Amended Plan of Reorganization, a copy of which is
available at http://bankrupt.com/misc/scckyle.doc100.pdf

On April 3, 2013, the Debtor filed a First Modification to its
Proposed Amended Plan of Reorganization, a copy of which is
available at http://bankrupt.com/misc/scckyle.doc98.pdf

        Amended Plan of Reorganization Dated Jan. 21, 2013

According to the Amended Disclosure Statement for Debtor's Amended
Plan of Reorganization dated Jan. 21, 2013, all cash necessary for
the Reorganized Debtor to make payments pursuant to the Plan will
be obtained from the net proceeds of sales of the Remaining
Property, projected to be well in excess of the secured debt, and
receipts from the Incentive Agreements.

A full-text copy of the approved Disclosure Statement, dated
Feb. 21, 2013, is available for free at:

                http://bankrupt.com/misc/SCCds0121.pdf

                            About SCC Kyle

Austin, Tex.-based SCC Kyle Partners, Ltd., filed for Chapter 11
(Bankr. W.D. Tex. Case No. 12-11978) on Aug. 31, 2012.  Judge H.
Christopher Mott presides over the case.  Eric J. Taube, Esq., at
Hohmann, Taube & Summers, LLC, in Austin, Tex., represents the
Debtor as counsel.  In its petition, the Debtor disclosed assets
of between $10,000,000 and $50,000,000, and debts of $10,000,000
and $50,000,000.  The petition was signed by Scott A. Deskins,
president of SCC Kyle Partners, GP, LLC, general partner.


SCC KYLE: Court Orders Plan Mediation by May 15
-----------------------------------------------
On April 4 and 16, 2013, the U.S. Bankruptcy Court for the Western
District of Texas conducted a contested hearing on confirmation of
an Amended Plan of Reorganization, as modified, filed by SCC Kyle
Partners, Ltd., and the objections to the Plan filed by Whitney
Bank, individually and as agent for American Bank N.A., Capital
One N.A., and Trustmark National Bank.  Respective counsel for the
Debtor, Whitney Bank, and Kyle Investment Group LLC ("Limited
Partners") and witnesses appeared at the hearing.

To further an expeditious and economical resolution of the
Debtor's bankruptcy case under 11 U.S.C. Sec. 105, the Court
ordered that:

1.  By May 15, 2013, the Debtor, Whitney Bank, and each of the
Lenders (unless the Lenders have granted sufficient settlement
authority to Whitney Bank as Agent) are ordered to attend and
participate in a mediation of the Plan and their disputes with an
independent mediator.  The Debtor, Whitney Bank, and each of the
Lenders (unless they have granted sufficient settlement authority
to Whitney Bank as Agent), will have a client representative
present at the mediation that has authority to resolve the
disputes.  The Limited Partners may attend such mediation.
2.  The Debtor and Whitney Bank will agree on selection of an
independent mediator; if they cannot agree, the Court will appoint
an independent mediator at the request of either the Debtor or
Whitney Bank.  Given the nature of the issues in controversy, the
Court strongly recommends that the parties select a retired or
former bankruptcy judge of their choice to act as an independent
mediator.

3.  The cost of such mediation will be borne equally by the Debtor
and Whitney Bank, and the payment of such cost by the bankruptcy
estate of the Debtor is approved.

4. By May 17, 2013, the Debtor and Whitney Bank will file a short
Report with the Court advising whether or not the mediation was
successful and whether or not they believe a Plan status
conference should be set in this bankruptcy case.

                            About SCC Kyle

Austin, Tex.-based SCC Kyle Partners, Ltd., filed for Chapter 11
(Bankr. W.D. Tex. Case No. 12-11978) on Aug. 31, 2012.  Judge H.
Christopher Mott presides over the case.  Eric J. Taube, Esq., at
Hohmann, Taube & Summers, LLC, in Austin, Tex., represents the
Debtor as counsel.  In its petition, the Debtor disclosed assets
of between $10,000,000 and $50,000,000, and debts of $10,000,000
and $50,000,000.  The petition was signed by Scott A. Deskins,
president of SCC Kyle Partners, GP, LLC, general partner.


SQUIRE CORRUGATED: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Squire Corrugated Container Corp.
        111 Somogyi Court
        South Plainfield, NJ 07080

Bankruptcy Case No.: 13-19920

Chapter 11 Petition Date: May 7, 2013

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: Daniel Stolz, Esq.
                  WASSERMAN, JURISTA & STOLZ
                  225 Millburn Ave., Suite 207
                  P.O. Box 1029
                  Millburn, NJ 07041-1712
                  Tel: (973) 467-2700
                  E-mail: dstolz@wjslaw.com

Scheduled Assets: $3,910,643

Scheduled Liabilities: $6,873,509

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/njb13-19920.pdf

The petition was signed by James Beneroff, president.


SUGARHOUSE HSP: S&P Assigns 'CCC' Rating to $235MM 2nd-Lien Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Philadelphia-based casino operator Sugarhouse HSP
Gaming Prop. Mezz. L.P. (HSP).  The outlook is positive.

At the same time, S&P assigned the company's proposed $235 million
second-lien notes due 2021 an issue-level rating of 'CCC', with a
recovery rating of '6', indicating its expectation for negligible
(0% to 10%) recovery for lenders in the event of a payment
default.

In addition to refinancing the existing second-lien notes,
Sugarhouse is replacing its $10 million first-lien revolver with a
new $175 million first-lien revolver, which will fund the
construction costs of the planned casino expansion.  The increase
in the first-lien revolver results in a significantly greater
amount of priority debt at the time of S&P's simulated default
scenario, thus lowering the recovery prospects for the second-lien
noteholders.

HSP plans to use the proceeds of the proposed notes and the new
revolver to refinance its existing 8.625% senior secured notes due
2016, fund an expansion at the property, redeem $65 million in
senior preferred equity held at HSP's parent, and to pay for fees
and expenses.

The rating reflects S&P's assessment of Sugarhouse HSP Gaming
Prop. Mezz. L.P.'s financial risk profile as "highly leveraged"
and its assessment of the company's business risk profile as
"weak," according to its criteria.


SUGARHOUSE HSP: New $235MM Senior Notes Get Moody's 'B3' Rating
---------------------------------------------------------------
Moody's Investor's Service assigned a B3 rating to Sugarhouse HSP
Gaming Prop. Mezz, LP's proposed $235 million 2nd priority senior
secured notes due 2021. Sugarhouse HSP Gaming Finance Corp. is a
co-issuer of the notes. Moody's also affirmed the company's B2
Corporate Family Rating and B2-PD Probability of Default Rating.
The ratings outlook remains stable.

Proceeds from the proposed notes and partial drawings under a new
$175 million 1st priority senior secured revolving credit facility
due 2018 (unrated) will be used to refinance the existing 8.625%
senior notes due 2016 and to redeem a portion of the senior
preferred interests.

The company plans to use remaining capacity under the revolving
credit facility and free cash flow to fund an expansion of the
casino to accommodate additional slot machines and table games, a
poker room, a food court, a high-end restaurant, event space, and
a parking garage. Sugarhouse expects to begin construction in
March 2014 and to complete it by June 2015. The total development
budget is $155 million, plus an estimated $12 million that the
city of Philadelphia will reimburse over a five year period. The
project is subject to some uncertainty as Sugarhouse has yet to
enter into a construction contract or secure all the necessary
permits for construction, including approval from the Pennsylvania
Gaming Control Board. Moody's will monitor developments and
reassess the ratings to the extent cost and/or timing assumptions
around the project change.

The financing will stress credit metrics during the construction
and ramp-up phase. At transaction closing, Moody's estimates debt
to EBITDA will be 5.5 times (including Moody's adjustments and 75%
equity credit to the senior and junior preferred equity). At
completion of the expansion when revolving credit facility
borrowings peak, Moody's expects leverage to climb to the 6.5 to
7.0 times range, which is weak for the ratings category. At full
ramp, however, Moody's expects Sugarhouse's run-rate EBITDA to
exceed $75 million versus a current level of approximately $65
million, implying a debt to EBITDA of approximately 6.0 times.
Notwithstanding these concerns, the expansion should enhance
Sugarhouse's competitive position by improving product quality and
amenities. Moreover, Sugarhouse's favorable location combined with
modest growth in the Philadelphia gaming market should support a
successful ramp-up of the expansion in terms of revenue and
profitability.

Rating assigned:

  Proposed $235 million 2nd priority senior secured notes due
  2021 at B3 (LGD5, 75%)

Ratings affirmed:

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

Rating to be withdrawn:

  $211 million secured notes due 2016 at B2 (LGD4, 55%)

Ratings Rationale:

Sugarhouse's B2 CFR reflects the company's small revenue base,
single asset profile, direct competition from three casinos that
are within 25 miles driving distance from the property and from
Atlantic City, and the potential for a second third-party casino
in Philadelphia longer-term. Gaming trends have been soft year-to-
date, owing to the weak macroeconomic environment and an
additional calendar quarter of competition from Valley Forge. The
rating is supported by Sugarhouse's good pro forma coverage with
expected EBITDA less maintenance capex to cash interest in the
range of 2.5 to 3.0 times over the next 12 to 18 months, its
competitive position as the only casino in Philadelphia, the
favorable population density and demographics of the city, and
solid operating results in 2012.

The stable rating outlook reflects Moody's expectation that the
Philadelphia gaming market will grow modestly and that Sugarhouse
will maintain or increase its share such that it sustains its run-
rate revenue and EBITDA near-term. The stable outlook also
reflects Moody's expectation that the company will obtain all the
necessary construction approvals and secure a construction
contract with guaranteed maximum price and a contingency. Finally,
the outlook reflects expectations that project costs will be
consistent with the aforementioned amounts, the expansion will
proceed according to schedule, and that the company will maintain
an adequate liquidity profile over the course of the construction
period.

Moody's could downgrade the ratings if the project experiences
significant cost over-runs or construction delays for any reason.
Beyond the construction period, the ratings could be downgraded if
it appears the casino is not ramping to expectations. To the
extent revolving credit facility draws exceed expectations, this
could also create ratings pressure. Exclusive of the expansion,
Moody's could downgrade Sugarhouse's ratings if win per unit
statistics for slots and table games and monthly gaming revenues
(as reported by the PGCB) exhibit a sustained material decline
and/or increased competition leads to margin pressure.

Ratings improvement is unlikely at this time given the increased
leverage associated with the expansion. Longer-term, Moody's could
upgrade the ratings if the expansion successfully ramps-up and
Sugarhouse continues to maintain solid EBITDA margins and win per
unit levels such that debt to EBITDA falls to or below 4.0 times.
Geographic diversification would also support positive ratings
momentum.

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

Sugarhouse HSP Gaming Prop. Mezz, LP owns the Sugarhouse Casino
located in Philadelphia, PA on the Delaware River waterfront. The
company is majority-owned and controlled by Neil Bluhm, his
family, and Greg Carlin. Sugarhouse generates net revenue of about
$280 million.


SUGARLEAF TIMBER: Plan Confirmation Hearing Continued to July 15
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
continued until July 15, 2013, at 10 a.m., the hearing to consider
confirmation of Sugarleaf Timber LLC's Amended Chapter 11 Plan
dated March 1, 2013.

A plan hearing was earlier scheduled for April 18.

Sugarleaf submitted to the Court a Second Amended and Restated
Modification to Amended Plan of Reorganization dated Oct. 31,
2011.

The Debtor stated that in the Amendment dated March 1, 2013, only
Article V, paragraphs 5.01 and 5.04 of its First Amended Plan will
be modified.  The Amendment provides for, among other things:

   1. the Debtor will tender to Farm Credit (a) a special warranty
deed, together with such additional papers and instruments as may
be reasonably required for title insurance purposes, transferring
all of the Debtor's interest, and (b) all of the Debtor's cash to
EGEnergy Resources of NE Florida, LLC;

   2. all general unsecured claims not entitled to priority under
Section 507 of the Bankruptcy Code and for which the Allowed Claim
amount exceeds $300 will received a pro rata share of $10,000.

A copy of the Amendment is available for free at
http://bankrupt.com/misc/SUGARLEAF_TIMBER_2plan.pdf

                      About Sugarleaf Timber

Sugarleaf Timber, LLC, in Jacksonville, Florida, is in the
business of purchasing, developing, and reselling real property in
Northeast Florida.  The Company filed for Chapter 11 bankruptcy
(Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011.  Chief
Bankruptcy Judge Paul M. Glenn presides over the case.  Robert D.
Wilcox, Esq., at Brennan, Manna & Diamond, P.L., in Jacksonville,
Fla., serves as the Debtor's bankruptcy counsel.

In its schedules, the Debtor disclosed assets of $31,016,486 and
liabilities of $26,781,079.  The petition was signed by Victoria
D. Towers, manager of Diversified Investments of Jacksonville LLC,
which serves as manager to the Debtor.

The Debtor's plan that was filed in October 2011 provides for the
delivery of a portion of the Debtor's properties which are subject
to Farm Credit's liens, which delivery the Debtor asserts will
provide the "indubitable equivalent" of Farm Credit's secured
claim.  Management of the reorganized Debtor will remain the same
after the bankruptcy exit.  Counsel for Farm Credit has opposed
the Plan, citing that the Plan is a partial "dirt for debt" plan
seeking to force Farm Credit to receive a portion of its real
property in full satisfaction of approximately $27,400,000 in
secured claims while the Debtor retains approximately 622 acres of
real property collateral which Farm Credit is forced to release
under the Plan.

An Official Committee of Unsecured Creditors has not been
appointed.  Additionally, no trustee or examiner has been
appointed.


SUNSHINE HOTELS: Joint Hearing on Disclosure Statements on June 19
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will hold a
joint hearing on the Disclosure Statements filed by Sunshine
Hotels, LLC, and Sunshine Hotels II, LLC, in support of their
separately filed Plans of Reorganization on June 19, 2013, at 2:15
p.m.  Written objections to the Disclosure Statements are due by
June 3, 2013.

The Plans will be funded from the respective Debtors' ongoing
business operations.  After the Effective Date, the management of
the Debtors will continue to be provided by Advance Management &
Investment, LLC.

                       Sunshine Hotels Plan

S2 Hospitality, LLC, will have an Allowed Secured Claim in an
amount equal to S2 Hospitality's interest in the S2 Hospitality
collateral.  The value of the S2 Hospitality collateral will be
determined by the Court at the Confirmation Hearing.  S2
Hospitality may elect Option 1 or Option 2:

Under Option 1, S2 Hospitality will retain all monthly interest
only payments made by the Debtor post-petition and prior to the
Effective Date which will be applied to reduce S2 Hospitality's
Allowed Secured Claim.  The remainder of S2 Hospitality's Allowed
Claim will accrue interest from and after the Effective Date at
the rate of 4.25% per annum (or such other rate as the Court
determines is a market rate of interest), and will be paid through
monthly payments of principal and interest based on a 25 year
amortization schedule and a final balloon payment of all remaining
principal and interest paid no later than the seventh anniversary
of the Effective Date.

Under Option 2, S2 Hospitality will retain all monthly interest
only payments made by the Debtor post-petition and prior to the
Effective Date.  The Allowed Secured Claims will be satisfied at a
discounted payoff in a lump sum equal to seventy-five percent
(75%) of the Allowed Claim payable within one-hundred and twenty
(120) days of the Effective Date.

Allowed Unsecured Claims against Sunshine other than Priority
Claims will accrue interest from and after the Effective Date at
the rate of 2% per annum (or such other rate as the Court may
determine, if any, is required by the Code).  Interest will not
compound (simple interest) and will be paid with the annual
payments.  Holders of Allowed Unsecured Claims against Sunshine
will be paid beginning on the first anniversary of the Effective
Date, and continuing on the anniversary date each succeeding year
until paid in full.  All Allowed Unsecured Claims against Sunshine
will be paid in full on or before the second anniversary of the
Effective Date.

A copy of Sunshine Hotels, LLC's Disclosure Statement is available
at http://bankrupt.com/misc/sunshinehotels.doc66.pdf

                      Sunshine Hotels II Plan

S2 Hospitality will have an Allowed Secured Claim in an amount
equal to S2 Hospitality's interest in the S2 Hospitality
collateral.  The value of the S2 Hospitality collateral will be
determined by the Court at the Confirmation Hearing.

The treatment of S2 Hospitality's Allowed Claim against Sunshine
II is the same as that described above for S2 Hospitality' Allowed
Claim against Sunshine Hotels, LLC.

The treatment of Allowed Unsecured Claims other than Priority
Claims against Sunshine II is the same as that described above for
Allowed Unsecured Claims other than Priority Claims against
Sunshine Hotels, LLC.

The payment of the Allowed Class 4 Unsecured Claim held by
Sunshine against Sunshine II in the amount of $180,000 will be
subordinate to the payment of all other Allowed Claims against the
Debtors.  Sunshine will be paid once all other Allowed Claims
against the Sunshine II have been paid in full.  Sunshine will be
paid in full no later than two years after all other Allowed
Claims are paid in full.  The Allowed Unsecured Claim held by
Sunshine will accrue interest from and after the Effective Date at
the rate of 2% per annum.  Interest will not compound (simple
interest) and will be paid with the annual payments.

A copy of Sunshine Hotels II, LLC's Disclosure Statement is
available at http://bankrupt.com/misc/sunshinehotelsii.doc68.pdf

                        About Sunshine Hotels

Sunshine Hotels, LLC and Sunshine Hotels II, LLC sought Chapter 11
protection (Bankr. D. Ariz. Case Nos. 13-01560 and 13-01561) on
Feb. 4, 2013, in Yuma Arizona.  The Debtors' cases are jointly
administered under Case No. 13-01560.

Sunshine Hotels owns SpringHill Suites by Marriott hotel, a three-
story building with 63 suites with indoor pool, spa, meeting room
and fitness room on a 2.26-acre property in Hisperia, California.
The property is valued at $9.20 million and secures a $5.72
million debt.

Sunshine Hotels II owns the Courtyard by Marriott hotel, which has
a four-story building with 131 rooms and 4 suites with restaurant
and bar, indoor pool, conference center on a 2.74-acre property in
Hisperia, California.  The property is valued at $20.4 million and
secures a $13 million debt.

John R. Clemency, Esq., and Craig S. Ganz, Esq., at Gallagher &
Kennedy, P.A., in Phoenix, Ariz., represent the Debtors as counsel


TARGA RESOURCES: Moody's Rates Proposed $625MM Sr. Notes 'Ba3'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Targa Resources
Partners LP's (TRP) proposed $625 million senior unsecured notes
due 2023. The bonds were co-issued by Targa Resources Partners
Finance Corporation. TRP's other ratings remain unchanged and the
outlook remains stable.

Net proceeds from the senior notes offering will be used to reduce
approximately $565 million outstanding balance under the
partnership's $1.2 billion senior secured revolving credit
facility, and for general partnership purposes. After applying the
proceeds, TRP is expected to have approximately $1.1 billion of
revolver availability.

Issuer: Targa Resources Partners LP

Assignments:

$625M Senior Unsecured Notes, Assigned Ba3, LGD4 - 67 %

"The offering enables TRP to term out borrowings under its
revolver and restore much needed liquidity in order to execute on
its major capex projects in 2013," said Saulat Sultan, Moody's
Vice President and Senior Analyst. "However, decline in EBITDA in
the first quarter of 2013, driven by the persistent weakness in
the NGL market, has resulted in TRP's leverage creeping up further
to levels beyond our expectations. We therefore expect the company
to take action to reduce its leverage in the near future and
continue growing its fee-based business."

Ratings Rationale:

The proposed notes are unsecured and rank pari-passu with TRP's
existing senior unsecured notes. Unsecured noteholders have a
subordinated claim to TRP's assets behind the senior secured
revolving credit facility and the accounts receivable
securitization facility. Given the substantial amount of priority-
claim secured debt in the capital structure, the notes are rated
Ba3, one notch below the Ba2 Corporate Family Rating (CFR) under
Moody's Loss Given Default Methodology.

TRP's Ba2 Corporate Family Rating (CFR) reflects its elevated debt
burden as a result of the Badlands acquisition and weakness in
natural gas liquids (NGLs) markets, its aggressive distribution
policies, commodity price and volume risks, and its significant
capital spending plans that will pressure cash flows and liquidity
in 2013 and potentially into 2014. The rating is supported by the
company's growing scale, increasing geographic diversification,
improving business diversification through entry into crude oil
gathering, and growing fee-based business (53% of operating margin
as of March 2013, targeted to grow to 55%-65%+ by 2014). The Ba2
CFR also incorporates Moody's expectation that TRP will have a
weak distribution coverage ratio of less than 1.0x at least
through the middle of 2013 until a number of growth projects begin
to come online and start generating cash flow.

While the proposed offering is a refinancing transaction, weakness
in EBITDA has resulted in TRP's leverage, as measured by debt to
EBITDA (with Moody's standard adjustments) as of March 31, 2011 at
approximately 4.7x, which is well above Moody's expectation of
sustained leverage of at or below 4.0x. Through capital projects
coming online later in 2013 and other actions, Moody's expects
leverage to be reduced. The use of proceeds from the proposed
offering results in $1.1 billion availability under its revolving
credit facility. The credit facility matures in October 2017 and
pro forma availability should help support the expected out-
spending of internally generated cash flow in 2013.

The rating outlook is stable based on Moody's expectations that
TRP will be able to prudently use the capital markets to fund a
portion of its cash funding needs, maintain adequate liquidity,
and gradually bring down leverage from current levels.

To be considered for an upgrade, TRP would need to maintain
leverage below 3.5x, improve the distribution coverage ratio to at
least 1.1x, and continue increasing the proportion of its
operating income from fee-based arrangements. Alternatively, a
negative action could result if leverage exceeds 4.0x or
distribution coverage remains below 1.0x for a sustained period. A
significant deterioration in liquidity, inability to execute
growth capital projects, and failure to access the capital markets
to meet cash flow shortfall would also result in a downgrade.
Further, an increase in debt at the TRC level could trigger a
downgrade as the debt at the TRC level must be supported by the
cash flow generated at the TRP level.

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

Targa Resource Partners LP is a mid-sized midstream master limited
partnership headquartered in Houston, Texas.


TARGA RESOURCES: S&P Rates $625MM Senior Unsecured Notes 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level rating and '4' recovery rating to Targa Resources
Partners L.P.'s and Targa Resources Partners Finance Corp.'s
proposed $625 million senior unsecured notes due 2023.

The recovery rating of '4' indicates S&P's expectation of average
(30% to 50%) recovery if a payment default occurs.  The
partnership intends to use net proceeds to reduce borrowings under
its secured revolving credit facility and for general corporate
purposes, which may include redeeming or repurchasing a portion of
its outstanding notes, working capital, funding capital spending,
and acquisitions.  As of March 31, 2013, Targa had $565 million
outstanding under its secured credit facility and total balance
sheet debt of about $2.5 billion.

Houston-based Targa is a midstream energy partnership that
specializes in natural gas gathering and processing, the
fractionating and distribution of natural gas liquids, and crude
oil logistics.  S&P's corporate credit rating on Targa is 'BB',
and the outlook is stable.

RATING LIST

Targa Resources Partners L.P.
Corporate credit rating                      BB/Stable/--

New Ratings
Targa Resources Partners L.P.
Targa Resources Partners Finance Corp.
$625 million sr unsecd notes due 2023        BB
Recovery rating                              4


TREASURE VALLEY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Treasure Valley Renewable Resources, LLC
        c/o Curtis Hickey
        1832 Weiser River Rd.
        Weiser, ID 83672

Bankruptcy Case No.: 13-00900

Chapter 11 Petition Date: May 6, 2013

Court: United States Bankruptcy Court
       District of Idaho (Boise)

Judge: Jim D. Pappas

Debtor's Counsel: Joseph M. Meier, Esq.
                  COSHO HUMPHREY, LLP
                  P.O. Box 9518
                  800 Park Blvd, Ste 790
                  Boise, ID 83707-9518
                  Tel: (208) 344-7811
                  Fax: (208) 338-3290
                  E-mail: jmeier@cosholaw.com

Scheduled Assets: $3,002,741

Scheduled Liabilities: $1,983,303

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/idb13-900.pdf

The petition was signed by Curtis Hickey, manager.


TXU CORP: 2014 Bank Debt Trades at 22% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which TXU Corp. is a
borrower traded in the secondary market at 78.00 cents-on-the-
dollar during the week ended Friday, May 10, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 3.02
percentage points from the previous week, the Journal relates.
The loan matures Oct. 10, 2014.  The Company pays L+350 basis
points above LIBOR to borrow under the facility.  Moody's has
withdrawn its loan rating and the bank debt is not rated by S&P.

           About Energy Future Holdings, fka TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

Energy Future incurred a net loss of $3.36 billion on $5.63
billion of operating revenues for 2012.  This follows net losses
of $1.91 billion in 2011 and $2.81 billion in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $40.97
billion in total assets, $51.89 billion in total liabilities and a
$10.92 billion total deficit.

                Restructuring Talks With Creditors

In April 2013, Energy Future Holdings Corp., Energy Future
Competitive Holdings Company, Texas Competitive Electric Holdings
Company LLC, and Energy Future Intermediate Holding Company LLC
confirmed in a regulatory filing that they are in restructuring
talks with certain unaffiliated holders of first lien senior
secured claims against EFCH, TCEH and certain of TCEH's
subsidiaries concerning the Companies' capital structure.  The
proposed changes to the Companies' capital structure discussed
with the Creditors included a consensual restructuring of TCEH's
approximately $32 billion of debt (as of December 31, 2012).  To
effect the Restructuring Proposal, EFCH, TCEH, and certain of
TCEH's subsidiaries would implement a prepackaged plan of
reorganization by commencing voluntary cases under Chapter 11 of
the U.S. Bankruptcy Code.  The TCEH first lien creditors would
exchange their claims for a combination of EFH Corp. equity, in an
amount to be negotiated, and their pro rata share of $5.0 billion
of cash or new long-term debt of TCEH and its subsidiaries on
market terms.  Following the issuance of EFH Corp. equity
interests to the TCEH first lien lenders under the proposed plan
of reorganization, the Sponsors would hold a to-be-negotiated
amount of the equity interests in EFH Corp.

Following implementation of the Restructuring Proposal, EFH Corp.
would continue to hold all of the equity interests in EFCH and
EFIH, EFCH would continue to hold all of the equity interests in
TCEH, and EFIH would continue to hold all of the equity interests
of Oncor Holdings. TCEH also would obtain access to $3.0 billion
of new liquidity through a $2.0 billion first lien revolver and a
$1.0 billion letter of credit facility. TCEH would also issue $5.0
billion of new long-term debt.

Substantially contemporaneously with the Companies' transmittal of
the Restructuring Proposal to the Creditors, the Sponsors informed
the Creditors that they would support the Restructuring Proposal
if the Sponsors retained 15% of EFH Corp.'s equity interests, with
the TCEH first lien creditors receiving, in the aggregate, the
remaining 85% of EFH Corp.'s equity interests, in each case
subject to dilution from any agreed-upon employee equity incentive
plan.

The Companies and the Creditors have not reached agreement on the
terms of any change in the Companies' capital structure. However,
the Creditors conveyed to the Companies that they would be willing
to consider the Restructuring Proposal, if among other things, (i)
the Restructuring Proposal adequately addresses and compensates
Creditors for the risks and consequences of exchanging a portion
of the Creditors' senior secured claims against TCEH into EFH
Corp. equity, (ii) the amount of post-reorganization debt at TCEH
to be distributed to TCEH first lien creditors were materially
increased, (iii) in the allocation of EFH Corp.'s equity between
TCEH and EFH Corp. stated in the Sponsor Proposal, the value of
TCEH and EFH Corp. were materially modified such that the TCEH
first lien creditors would receive materially greater value, and
(iv) EFIH's negative free cash flow is addressed and a sustainable
debt capital structure is achieved for EFIH and EFH Corp. without
reliance on TCEH's cash flows.

The Companies expect to continue to explore all available
restructuring alternatives to facilitate the creation of
sustainable capital structures for the Companies and to otherwise
attempt to address the Creditors' concerns with the Restructuring
Proposal and Sponsor Proposal.

The Companies have retained Kirkland & Ellis LLP and Evercore
Partners to advise the Companies with respect to the potential
changes to the Companies' capital structure and to assist in the
evaluation and implementation of other potential restructuring
options.

The Creditors have retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Millstein & Co., L.P. to advise the Creditors and
to assist in the Creditors' evaluation of potential restructuring
options involving the Companies.

According to a Wall Street Journal report, people familiar with
the matter said Apollo Global Management LLC, Oaktree Capital
Management, Centerbridge Partners and GSO Capital Partners, the
credit arm of buyout firm Blackstone Group LP, all hold large
chunks of Energy Future Holdings' senior debt.  Many of these
firms belong to a group being advised by Jim Millstein, a
restructuring expert who helped the U.S. government revamp
American International Group Inc.

According to the Journal, people familiar with Apollo's thinking
said Apollo recently enlisted investment bank Moelis & Co. for
additional advice to ensure it gets as much attention as possible
on the case given its large debt holdings.

                           *     *     *

In the Feb. 1, 2013, edition of the TCR, Fitch Ratings has lowered
the Issuer Default Ratings (IDR) of Energy Future Holdings Corp
(EFH) and Energy Future Intermediate Holding Company LLC (EFIH) to
'Restricted Default' (RD) from 'CCC' on the conclusion of the debt
exchange and removed the Rating Watch Negative.

As reported by the TCR on Feb. 4, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit ratings on EFH, EFIH,
TCEH, and Energy Future Competitive Holdings Co. (EFCH) to 'CCC'
from 'D' following the completion of several debt exchanges, each
of which S&P considers distressed.

As reported by the TCR on Aug. 15, 2012, Moody's downgraded the
Corporate Family Rating (CFR) of EFH to Caa3 from Caa2 and
affirmed its Caa3 Probability of Default Rating (PDR) and SGL-4
Speculative Grade Liquidity Rating.  The downgrade of EFH's CFR to
Caa3 from Caa2 reflects the company's financial distress and
limited financial flexibility.

In February 2013 , Moody's Investors Service withdraw Energy
Future Holdings Corp.'s Caa3 Corporate Family Rating, Caa3-PD
Probability of Default Rating, SGL-4 Speculative Grade Liquidity
Rating and developing rating outlook.  At the same time, Moody's
assigned a Ca CFR to Energy Future Competitive Holdings Company
and a B3 CFR to Energy Future Intermediate Holdings Company LLC.
Both EFCH and EFIH are intermediate subsidiary holding companies
wholly-owned by EFH. EFCH's rating outlook is negative. EFIH's
rating outlook is negative.

"We see different default probabilities between EFCH and EFIH,"
said Jim Hempstead, senior vice president. "We believe EFCH has a
high likelihood of default over the next 6 to 12 months, because
it is projected to run out of cash in early 2014. EFIH has a much
lower likelihood of default owing to the credit separateness that
EFH is creating between EFIH and Texas Competitive Electric
Holdings Company LLC along with EFIH's reliance on stable cash
flows from its regulated transmission and distribution utility,
Oncor Electric Delivery Company."

The withdrawal of EFH's CFR reflects a series of recent actions
taken by EFH to insulate both EFH and EFIH from its more
distressed subsidiary, EFCH, which appears to have a much higher
probability of default within the consolidated corporate family.


UNIFIED 2020: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Unified 2020 Realty Partners, LP
        2020 Live Oak Street
        Dallas, TX 75201

Bankruptcy Case No.: 13-32425

Chapter 11 Petition Date: May 6, 2013

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  One Glen Lakes Tower
                  8140 Walnut Hill Ln., No. 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  E-mail: arthur@arthurungerman.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Edward Roush, president of general
partner.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


VIPOO HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Vipoo Hospitality, Inc.
        dba Travelodge Corpus Christi
        910 Corn Products Road
        Corpus Christi, TX 78409-1518

Bankruptcy Case No.: 13-20208

Chapter 11 Petition Date: May 6, 2013

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Duane J. Brescia, Esq.
                  STRASBURGER & PRICE LLP
                  720 Brazos Street, Ste 700
                  Austin, TX 78701
                  Tel: (512) 499-3647
                  Fax: (512) 536-5702
                  E-mail: duane.brescia@strasburger.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/txsb13-20208.pdf

The petition was signed by Vinod Shah, president/sole director.


YISHLAM INC: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Yishlam, Inc.
        2400 Augusta, Suite 453
        Houston, TX 77057

Bankruptcy Case No.: 13-32786

Chapter 11 Petition Date: May 6, 2013

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

Judge: Marvin Isgur

Debtor's Counsel: Matthew Scott Okin, Esq.
                  OKIN & ADAMS LLP
                  1113 Vine Street, Suite 201
                  Houston, TX 77002
                  Tel: (713) 228-4100
                  Fax: (888) 865-2118
                  E-mail: mokin@okinadams.com

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

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

A copy of the Company's list of its 10 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/txsb13-32786.pdf

The petition was signed by Mark Blundell, president.


YOUTH WITH A MISSION: Case Summary & 4 Unsecured Creditors
----------------------------------------------------------
Debtor: Youth With A Mission - Atlanta, Inc.
        4150 Beaver Road
        Loganville, GA 30052

Bankruptcy Case No.: 13-60150

Chapter 11 Petition Date: May 6, 2013

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: John C. Pennington, Esq.
                  JOHN C. PENNINGTON, P.C.
                  P.O. Box 275
                  Helen, GA 30545
                  Tel: (706) 878-0033
                  Fax: (706) 878-9916
                  E-mail: jcppc@windstream.net

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

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

A copy of the Company's list of its four largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ganb13-60150.pdf

The petition was signed by Greg Musch, CFO.


YARWAY CORP: Sec. 341(a) Meeting Set for May 29
-----------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, will hold a
meeting of creditors of Yarway Corporation pursuant to Section
341(a) of the Bankruptcy Code on May 29, 2013, at 1:30 p.m.
(Prevailing Eastern Time), at J. Caleb Boggs Federal Building, 844
King Street, 5th Floor, Room 5209, in Wilmington, Delaware.

This is the first meeting of creditors under Section 341(a) of
the Bankruptcy Code.

The meeting offers creditors a one-time opportunity to examine the
Debtors' representative under oath about the Debtors' financial
affairs and operations that would be of interest to the general
body of creditors.  Attendance by the Debtor's creditors at the
meeting is welcome, but not required.  The meeting may be
continued and concluded at a later date specified in a notice
filed with the U.S. Bankruptcy Court for the District of Delaware.

                     About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.


YARWAY CORP: Asbestos PI Claimants' Committee Appointed
-------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, notified the
U.S. Bankruptcy Court for the District of Delaware that an
official committee of asbestos personal injury claimants has been
appointed in the Chapter 11 case of Yarway Corporation.

The Committee members are:

   1. Rosalie M. Milazzo,
      Executrix to the Estate of Joseph Milazzo
      c/o Weitz & Luxenberg, PC
      700 Broadway
      New York, NY 10003
      Tel: 212-558-5500
      Fax: 212-344-5461

   2. Gary Frederick
      c/o Cooney & Conway
      120 N. LaSalle, 30th Floor
      Chicago, IL
      Tel: 312-236-6166
      Fax: 312-236-3029

   3. Thomas C. Dandridge, Jr.
      c/o Motley Rice, LLC
      28 Bridgeside Blvd.
      Mount Pleasant, SC 29464
      Tel: 843-216-9000
      Fax: 843-216-9430

   4. Dale Leavitt
      c/o Gori Julian & Associates PC
      156 N. Main Street
      Edwardsville, IL 62025
      Tel: 618-659-9833
      Fax: 618-659-9834

   5. Frances Kelley
      Executrix to the Estate of James Kelley
      c/o Shrader & Associates, LLP
      3900 Essex Lane, Suite 390
      Houston, TX 77027
      Tel: 713-782-0000
      Fax: 713-571-9605

   6. Mary A. Manning
      Executrix to the Estate of Carroll E. Manning
      c/o Simmons, Browdewr, Gianaris, Angelides & Barnerd, LLC
      One Court Street
      Alton, IL 62002
      Tel: 618-259-2222
      Fax: 618-259-2251

   7. Vashtee Antle
      Executrix to the Estate of Michael Antle
      c/o Belluck & Fox
      546 Fifth Avenue, 4th Floor
      New York, NY 10036
      Tel: 212-681-1575
      Fax: 212-681-1574

                     About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.


YARWAY CORP: FCR Seeks Authority to Hire Counsel, Consultants
-------------------------------------------------------------
James L. Patton, Jr., the proposed legal representative for future
claimants of asbestos personal injury claims against Yarway
Corporation, seeks authority from the U.S. Bankruptcy Court for
the District of Delaware to retain:

   -- Young Conaway Stargatt & Taylor, LLP, as attorneys, to be
      paid the following hourly rates: $730 for Robert S. Brady,
      Esq., $675 for Edwin J. Harron, Esq., $410 for Sara Beth
      A.R. Kohut, Esq., $375 for Michael S. Neiburg, Esq., and
      $150 for Chad A. Corazza; and

   -- Analysis, Research, and Planning Corporation as claims
      evaluation consultants, to be paid the following hourly
      rates: $450-$650 for principals, $350-$425 for senior
      consultants, $225-$350 for consultants, and $150-$225 for
      analysts.

The firms assure the Court that they are disinterested persons and
do not represent any interest adverse to the FCR's.

A hearing on the FCR's retention application will be held on May
29, 2013, at 11:00 a.m. (ET).  Objections are due May 22.

                     About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.


* Moody's Notes Impact of New Regulations for Insurance Sector
--------------------------------------------------------------
Future significant changes to global insurance solvency regimes
will not directly affect insurers' ratings, but company responses
could have positive and negative credit implications, says Moody's
Investors Service in a new report, "Global Insurance Regulators
Battle Doubts and Delays Over Solvency Modernization."

"These regulatory and solvency overhauls bring with them increased
exposure to model risk and complexity, as firms are increasingly
allowed to employ customized/internal models to determine
regulatory capital needs," said Wallace Enman, a Moody's Vice
President -- Senior Credit Officer.

"With memories of the recent financial crisis still fresh, some
have argued that increasingly complex capital adequacy frameworks
may just increase costs and reduce transparency while only
marginally reducing the risk of insolvency or financial
contagion," added Mr. Enman.

In addition, actions taken by firms in response to new regulation,
such as de-risking certain guaranteed products or returning
modeled excess capital to owners would have credit implications,
says Moody's.

The special comment examines the likely benefits of Solvency II in
Europe, and the Solvency Modernization Initiative (SMI) in the
U.S. Both regimes are supportive of the interests of insurance
company creditors; focusing on addressing missing risks under
current rules, encouraging insurers' to improve risk management,
and improving disclosure of certain financial data, says Moody's.

But there are challenges to realizing these benefits which have
become more apparent as the targeted implementation dates have
drawn near. Moody's points to the likely delay until January 2016
of Solvency II in Europe even as regional economic stress
increases. In the U.S., the National Association of Insurance
Commissioners (NAIC) has made some progress on accreditation
standards, and will continue its work on upgrading solvency
regulation in 2013.


* Fitch Says U.S. Healthcare Spending Growth Likely to Remain Low
-----------------------------------------------------------------
The growth in healthcare spending will continue to be held down by
the sluggish economy, the continued shift of healthcare costs from
the employer to the employee, and the movement towards value-based
reimbursement models, Fitch Ratings says. As we first observed in
January 2012, the rate of increase in U.S. healthcare spending is
likely to remain low even as the end of the tepid economic
recovery gives way to more robust growth.

The rate of health spending grew by 3.9% annually from 2009 to
2011, compared with an annual growth rate of between 4.7% and 6.6%
the prior three years, according to data from Centers for Medicare
and Medicaid Services.

Two recent studies were published in Health Affairs that provide
some insight into the causes.

One found the weaker economy accountable for 37% of the lower
spending trajectory and attributed an additional 8% to cuts in
Medicare reimbursement and decline in commercial insurance
coverage. The study leaves 55% of the reduction unexplained.

The other study indicated that benefit design changes (including
higher deductibles and out of pocket costs) contributed to 20% of
the lower increase in spending.

Over the short run, we expect this trend to have little impact on
ratings.


* BOND PRICING -- For Week From May 6 to 10, 2013
-------------------------------------------------

  Company           Coupon     Maturity  Bid Price
  -------           ------     --------  ---------
AES EASTERN ENER     9.000     1/2/2017     1.750
AES EASTERN ENER     9.670     1/2/2029     4.125
AFFINION GROUP      11.625   11/15/2015    57.750
AGY HOLDING COR     11.000   11/15/2014    54.600
AHERN RENTALS        9.250    8/15/2013    79.625
AMER INTL GROUP      4.250    5/15/2013   100.625
ALION SCIENCE       10.250     2/1/2015    59.850
ATP OIL & GAS       11.875     5/1/2015     1.125
ATP OIL & GAS       11.875     5/1/2015     1.125
ATP OIL & GAS       11.875     5/1/2015     1.500
BERKSHIRE HATH       4.600    5/15/2013   100.020
BUFFALO THUNDER      9.375   12/15/2014    29.000
CHAMPION ENTERPR     2.750    11/1/2037     0.375
DELTA AIR 1993A1     9.875    4/30/2049    20.875
DOWNEY FINANCIAL     6.500     7/1/2014    64.000
DYN-RSTN/DNKM PT     7.670    11/8/2016     4.500
EDISON MISSION       7.500    6/15/2013    57.750
EASTMAN KODAK CO     7.250   11/15/2013    26.500
EASTMAN KODAK CO     7.000     4/1/2017    26.235
EASTMAN KODAK CO     9.950     7/1/2018    24.000
EASTMAN KODAK CO     9.200     6/1/2021    24.900
EATON CORP           4.900    5/15/2013   100.375
FAIRPOINT COMMUN    13.125     4/1/2018     1.000
FAIRPOINT COMMUN    13.125     4/1/2018     1.000
FAIRPOINT COMMUN    13.125     4/2/2018     1.040
FIBERTOWER CORP      9.000     1/1/2016     6.375
GEOKINETICS HLDG     9.750   12/15/2014    52.375
GEOKINETICS HLDG     9.750   12/15/2014    52.750
GLB AVTN HLDG IN    14.000    8/15/2013    31.875
GMX RESOURCES        4.500     5/1/2015     9.100
GMX RESOURCES        9.000     3/2/2018    16.000
HAWKER BEECHCRAF     8.500     4/1/2015     6.000
HAWKER BEECHCRAF     8.875     4/1/2015     1.750
ELEC DATA SYSTEM     3.875    7/15/2023    97.000
HORIZON LINES        6.000    4/15/2017    30.480
JOHNSON&JOHNSON      3.800    5/15/2013   100.204
JAMES RIVER COAL     4.500    12/1/2015    31.050
LAS VEGAS MONO       5.500    7/15/2019    20.000
LBI MEDIA INC        8.500     8/1/2017    30.000
LEHMAN BROS HLDG     1.000   10/17/2013    20.125
LEHMAN BROS HLDG     0.250   12/12/2013    20.125
LEHMAN BROS HLDG     0.250    1/26/2014    20.125
LEHMAN BROS HLDG     1.250     2/6/2014    20.125
LEHMAN BROS HLDG     1.000    3/29/2014    20.125
LEHMAN BROS HLDG     1.000    8/17/2014    20.125
LEHMAN BROS HLDG     1.000    8/17/2014    20.125
MASHANTUCKET PEQ     8.500   11/15/2015     7.250
MASHANTUCKET PEQ     8.500   11/15/2015     7.250
MF GLOBAL LTD        9.000    6/20/2038    70.500
ONCURE HOLDINGS     11.750    5/15/2017    49.750
OVERSEAS SHIPHLD     8.750    12/1/2013    86.000
PLATINUM ENERGY     14.250     3/1/2015    43.750
PMI GROUP INC        6.000    9/15/2016    26.100
PMI CAPITAL I        8.309     2/1/2027     0.625
PENSON WORLDWIDE    12.500    5/15/2017    26.125
PENSON WORLDWIDE    12.500    5/15/2017    26.125
POWERWAVE TECH       1.875   11/15/2024     0.750
POWERWAVE TECH       1.875   11/15/2024     0.750
RESIDENTIAL CAP      6.875    6/30/2015    30.500
SCHOOL SPECIALTY     3.750   11/30/2026    10.000
SAVIENT PHARMA       4.750     2/1/2018    20.000
THQ INC              5.000    8/15/2014    46.250
TL ACQUISITIONS     10.500    1/15/2015    13.375
TL ACQUISITIONS     10.500    1/15/2015    13.375
CENGAGE LEARNING    13.750    7/15/2015    10.375
CENGAGE LEARN       12.000    6/30/2019    15.500
TERRESTAR NETWOR     6.500    6/15/2014    10.000
TEXFI INDUSTRIES     8.750     8/1/1999     1.000
TEXAS INSTRUMENT     0.875    5/15/2013   100.014
TEXAS COMP/TCEH     10.250    11/1/2015    12.000
TEXAS COMP/TCEH     10.250    11/1/2015    12.500
TEXAS COMP/TCEH     10.250    11/1/2015    11.900
TEXAS COMP/TCEH     10.500    11/1/2016    11.000
TEXAS COMP/TCEH     10.500    11/1/2016    13.000
TEXAS COMP/TCEH     15.000     4/1/2021    34.750
TEXAS COMP/TCEH     15.000     4/1/2021    36.200
EFC HOLDINGS         8.175    1/30/2037    27.000
USEC INC             3.000    10/1/2014    24.461
VERSO PAPER         11.375     8/1/2016    55.183
WCI COMMUNITIES      6.625    3/15/2015     0.375
WCI COMMUNITIES      4.000     8/5/2023     0.375
WCI COMMUNITIES      4.000     8/5/2023     0.375


                            *********

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.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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