TCR_Public/130517.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 17, 2013, Vol. 17, No. 135

                            Headlines

ADVANSTAR INC: S&P Puts 'CCC+' Rating on CreditWatch Positive
AEMETIS INC: Amended & Restated Note Purchase Pact with Third Eye
AEOLUS PHARMACEUTICALS: Amends Fiscal 2012 Form 10-K
AGY HOLDING: Enters Into Restructuring & Support Agreement
AGY HOLDING: Reports $1.5-Mil. Income in First Quarter 2013

ALION SCIENCE: Incurs $9.1 Million Net Loss in March 31 Quarter
AMERICAN AIRLINES: Unsecured Creditors Agree to Support Plan
AMERICAN POWER: Incurs $797,900 Net Loss in March 31 Quarter
AMKOR TECHNOLOGY: Moody's Cuts CFR to B1 Following Debt Increase
ARCAPITA BANK: June 10 Hearing on Subordination of Tide Claims

ARKANOVA ENERGY: Incurs $408,000 Net Loss in March 31 Quarter
ASSURED PHARMACY: Amends 2.3 Million Shares Prospectus
ATARI INC: Game-Maker Says 80 Buyers Kicking the Tires
ATLANTIC AVIATION: S&P Assigns 'BB-' CCR; Outlook Stable
AURA SYSTEMS: Issues $750,000 Convertible Notes

AXESSTEL INC: Reports $83,800 Net Income in First Quarter
AXION INTERNATIONAL: Amends Q1 2012 Form 10-Q
BEACON ENTERPRISE: Inks Merger Agreement with Optos Capital
BIOFUEL ENERGY: Incurs $5.3 Million Net Loss in First Quarter
BIOLIFE SOLUTIONS: Incurs $7,000 Net Loss in First Quarter

BIOLITEC INC: Slapped With Fine; CEO Facing Arrest
BION ENVIRONMENTAL: Incurs $1 Million Net Loss in March 31 Qtr.
BON-TON STORES: Corrects Report on Adjusted EBITDA Guidance
BON-TON STORES: S&P Rates $300MM Sr. Secured Notes Due 2021 'B-'
BONDS.COM GROUP: Reports $2.3-Mil. Net Income in First Quarter

BROADCAST INTERNATIONAL: Incurs $1.8 Million Net Loss in Q1
CAMEO HOMES: 9th Cir. BAP Allows Informal Proof of Claim
CAPITOL CITY: Incurs $36,000 Net Loss in First Quarter
CASCADES INC: S&P Lowers Corp. Credit Rating to 'B+'
CASH STORE: Special Committee Completes Consumer Loan Probe

CASH STORE: Reports Adj. EBITDA of $6.7MM for 1st Quarter
CBS I LLC: Hires Charles Jack as Appraiser
CENGAGE LEARNING: Reports Talks on Prepackaged Chapter 11
CENTRAL ARIZONA BANK: Closed; Western State Bank Assumes Deposits
CFG HOLDINGS: Fitch Withdraws 'B-' Long-Term Issuer Default Rating

CODA HOLDINGS: Executives to Have Debt Forgiveness Not Bonuses
DCP MIDSTREAM: Fitch Rates New Jr. Sub. Notes Due 2043 'BB+'
DELTATHREE INC: Incurs $356,000 Net Loss in First Quarter
DISH DBS: Fitch Rates New $2.5-Bil. Senior Secured Notes 'BB-'
DISH DBS: S&P Rates $2.5 Billion Senior Unsecured Notes 'BB-'

DISTRIBUTION FINANCIAL: Fitch Affirms 'C' Rating on Class D Notes
DOUBLE JJ RESORT: Mich. Appeals Court Vacates Probate Court Order
DUNE ENERGY: Strategic Value Held 25% Equity Stake at May 8
DYNASIL CORP: Posts $7.2-Mil. Net Loss in First Quarter
DYNEGY INC: Moody's Rates Planned $500MM Senior Notes Offer 'B3'

EARTHLINK INC: S&P Rates $300MM Sec. Notes B+ & Unsec. Notes CCC+
EASTMAN KODAK: Seeks Approval of Settlement With UK Pension Fund
EAT AT JOE'S: Reports $349,800 Net Income in First Quarter
EMPIRE RESORTS: Incurs $842,000 Net Loss in First Quarter
ENGLOBAL CORP: In Talks with Senior Lenders to Cure Defaults

EPL OIL: Moody's Revises Ratings Outlook to Positive
EXCELITAS TECHNOLOGIES: S&P Revises Ratings Outlook to Negative
FIRST BANKS: Union Bank to Acquire Unit Services
FIRST DATA: Files Form 10-Q, Incurs $298.8MM Net Loss in Q1
FIRST DATA: Fitch Rates Proposed $500MM Sr. Subordinated Notes CCC

FIRST FINANCIAL: Incurs $142,000 Net Loss in First Quarter
FLORIDA GAMING: Extends Silvermark SPA Until May 31
FOUR OAKS: Reports $77,000 Net Income in First Quarter
FREESEAS INC: Issues 350,000 Additional Shares to Hanover
FUSION TELECOMMUNICATIONS: Incurs $1.6MM Net Loss in 1st Qtr.

GARY PHILLIPS: Bank, Panel Agree to Extend Plan Filing Deadline
GEOMET INC: Stockholders Elect Six Directors
GLOBAL AXCESS: Forbearance with Fifth Third Extended Until May 21
GLOBAL FOOD: Incurs $640,500 Net Loss in First Quarter
GLYECO INC: Incurs $478,900 Net Loss in First Quarter

GOOD SAM: Posts $4.3 Million Net Income in First Quarter
GRANDE COMMUNICATIONS: S&P Assigns 'B+' Corporate Credit Rating
GRAYMARK HEALTHCARE: Incurs $2.7-Mil. Net Loss in First Quarter
GSM WIRELESS: Bankr. Court Dismissed Most Claims v. Ex-Directors
GUIDED THERAPEUTICS: Incurs $1.8 Million Net Loss in 1st Quarter

HAMPTON ROADS: Swings to $1.9 Million Net Income in First Quarter
HARLAND CLARKE: $50MM Debt Add-On No Impact on Moody's B2 CFR
HOUGHTON MIFFLIN: Loan Re-Pricing No Effect on Moody's 'B2' CFR
IMH FINANCIAL: Completely Acquired Sedona Assets
IMPLANT SCIENCES: Incurs $5.3 Million Net Loss in 3rd Quarter

INT'L ENVIRONMENTAL: GTFAS Replaces Crowe as Advisor
INTERLEUKIN GENETICS: Incurs $1.2-Mil. Net Loss in First Quarter
INTERNATIONAL TEXTILE: Incurs $6.6 Million Net Loss in 1st Qtr.
INVESTORS CAPITAL: Gets Approval to Incur Postpetition Financing
IOWA FERTILIZER: S&P Rates $1.194-Bil. Tax-Exempt Financing 'BB-'

ISC8 INC: Incurs $9.6 Million Net Loss in March 31 Quarter
JEFFERIES LOANCORE: Moody's Gives B1 CFR & Rates Unsecured Debt B2
K-V PHARMACEUTICAL: Sr. Lenders Promise Even Higher-Priced Plan
LEHMAN BROTHERS: Judge Approves $167MM Deal With Citigroup
LEHMAN BROTHERS: Parent Selling $14 Billion Claim Against Broker

LIBERACE FOUNDATION: May 1 Hearing on Hiring of Visicon Properties
LIBERACE FOUNDATION: Taps Brownstein Hyatt on Trademark Matters
LIBERACE FOUNDATION: Taps Horizon Village as Real Estate Appraiser
LIBERTY MEDICAL: Creditors Have Until May 20 to File Claims
LIBERTY MEDICAL: Has Access to Cash Collateral Until June 29

LIBERTY MEDICAL: Lowenstein Sandler OK'd as Committee Counsel
LIGHTSQUARED INC: Wins More Time to Decide on 5 Leases
LIQUIDMETAL TECHNOLOGIES: Incurs $3.5MM Net Loss in First Quarter
LIL' BIT OF CHICAGO: Court Dismisses Suit Against BB&T
MAIN STREET CONNECT: Daily Voice News Owner to Sell Biz in Ch.11

MEDIACOM BROADBAND: Moody's Rates First Lien Term Loan 'Ba3'
MUNICIPAL MORTGAGE: Swings to $41.5MM Net Income in First Quarter
MOMENTIVE PERFORMANCE: Incurs $61MM Net Loss in First Quarter
MOMENTIVE SPECIALTY: Lowers Net Loss to $4 Million in Q1
MOUNTAIN PROVINCE: Incurs C$4.8-Mil. Net Loss in First Quarter

MOUNTAINVIEW ENERGY: Files Annual Financial Statements & MD&A
NATIONAL HOLDINGS: Reports $494,000 Net Income in March 31 Qtr.
NCI BUILDING: Improved Debt Leverage Cues Moody's to Up CFR to B1
NEENAH ENTERPRISES: S&P Assigns 'B' CCR; Outlook Stable
NEW ENGLAND COMPOUNDING: Suits Over Meningitis Outbreak Remanded

OPTIMUMBANK HOLDINGS: Incurs $2.1 Million Net Loss in Q1
OXFORD RESOURCE: Posts $6.3-Mil. Net Loss in First Quarter
PGI INCORPORATED: Incurs $1.6 Million Net Loss in First Quarter
PATIENT SAFETY: Had $822,000 Net Loss in First Quarter
PATRIOT COAL: May Implement 2013 AIP and CERP Compensation Plans

PILOT TRAVEL: S&P Alters Outlook to Negative & Affirms 'BB' CCR
PINNACLE AIRLINES: Asks Court to Close Cases of Four Subsidiaries
PISGAH COMMUNITY BANK: Closed; Capital Bank Assumes Deposits
QUANTUM CORP: Agrees with Starboard on Board Membership
QWEST CORP: S&P Assigns 'BB' Corporate Credit Rating

RADIAN GROUP: Re-Elects Directors, Declares Quarterly Dividend
RESIDENTIAL CAPITAL: Brackhahns May Seek to Unwind Foreclosure
RESPONSE BIOMEDICAL: Incurs C$9.9 Million Net Loss in Q1
RYLAND GROUP: S&P Assigns 'BB-' Rating to $250MM Senior Notes
SAN DIEGO HOSPICE: Foley & Lardner Approved as Medicare Counsel

SAN DIEGO HOSPICE: Can Hire Medical Development Specialists
SANUWAVE HEALTH: Incurs $5.4 Million Net Loss in First Quarter
SB PARTNERS: Delays Form 10-Q for First Quarter
SCIENTIFIC GAMES: Moody's Rates $2.5BB Senior Secured Debt 'Ba2'
SCIENTIFIC LEARNING: Incurs $1 Million Net Loss in First Quarter

SEAGATE HDD: Moody's Rates New 1-Bil. Sr. Unsecured Notes 'Ba1'
SM ENERGY: Moody's Hikes Corp. Family Rating to 'Ba2'
SPRINGS INDUSTRIES: Moody's Rates New $470MM Notes Issue 'B2'
STABLEWOOD SPRINGS: Plan Confirmation Hearing Set for May 29
STEREOTAXIS INC: Incurs $4.9 Million Net Loss in First Quarter

STONERIVER GROUP: Moody's Gives B2 CFR & Rates 1st Lien Debt B1
SUNRISE BANK: Closed; Synovus Bank Assumes Deposits
SUNSHINE HOTELS: Creditors Have Until June 10 to File Claims
SUPERIOR TECHNOLOGY: Bid to Dismiss Legal Malpractice Suit Denied
T-L CONYER: Has Until June 14 to Propose Chapter 11 Plan

TALON INTERNATIONAL: Posts $280,000 Net Income in 1st Quarter
TENET HEALTHCARE: Fitch Puts 'BB' Rating on $1.05BB Secured Notes
TENET HEALTHCARE: Moody's Assigns 'Ba3' Rating to $1-Bil. Notes
TIMEGATE STUDIOS: Game-Developer Not Sold, Converted Instead
TLO LLC: Risk-Mitigation Provider Files for Chapter 11

UNITIVA HEALTH: $20MM Debt Increase No Impact on Moody's B3 CFR
UNITED AMERICAN: Delays Form 10-Q for First Quarter
VANDERRA RESOURCES: Plan Exclusivity Expires June 7
VERMILLION INC: Closes $13.2 Million Equity Financing
VIGGLE INC: Incurs $43.1 Million Net Loss in March 31 Quarter

VTE PHILADELPHIA: Bank's Lift Stay Bid Denied for Now
WARNER MUSIC: Swings to $4-Mil. Net Income in Fiscal 2nd Quarter
WBS LC: Bankr. Court Won't Bar Whitney National Bank's Lawsuit
WELCH ENTERPRISES: Creditors Have Until Aug. 6 to File Claims
WELCH ENTERPRISES: Files Schedules of Assets and Liabilities

WILCOX EMBARCADERO: Taps Cassidy as Leasing Agent
WILDHORSE RESOURCES: Moody's Rates $325-Mil. 2nd Lien Loan 'B2'
WILDHORSE RESOURCES: S&P Rates $325-Mil. 2nd Lien Term Loan 'B'
YARWAY CORP: Using Bankruptcy to Protect Parent Tyco

* Moody's: Major Market Apartment Prices Set New Record in March
* Moody's: Low Delinquencies Improve Insurer's Profits in 1st Qtr
* Moody's Says Impact of Publicized Hospital Pricing is Minimal
* Moody's: Weak Bond Covenant Quality in North America in April

* BOOK REVIEW: Creating Value through Corporate Restructuring:
               Case Studies in Bankruptcies, Buyouts, and
               Breakups


                            *********


ADVANSTAR INC: S&P Puts 'CCC+' Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' corporate
credit rating on Santa Monica, Calif.-based Advanstar Inc. on
CreditWatch with positive implications.

At the same time, S&P assigned Advanstar's $320 million first-lien
credit facility its 'B+' issue-level rating (one notch above the
corporate credit rating S&P would likely have on the company upon
completion of the refinancing), with a recovery rating of '2',
indicating S&P's expectation for substantial (70%-90%) recovery
for lenders in the event of a payment default.  The facility
consists of a $20 million revolving credit facility due 2018 and
a $300 million term loan due 2019.

S&P also assigned Advanstar's $175 million second-lien term loan
due 2020 its CCC+' issue-level rating (two notches below the
corporate credit rating S&P would likely have on the company upon
a completion of the refinancing), with a recovery rating of '6',
indicating S&P's expectation for negligible (0%-10%) recovery for
lenders in the event of a payment default.  Advanstar intends to
use the proceeds, along with $95 million of preferred equity
contributed by the financial sponsors, to refinance the existing
debt at Advanstar Inc. and ENK International.

"The CreditWatch listing reflects our expectation that, following
the proposed transaction, the new combined entity will grow
organic revenue, reduce leverage, and maintain adequate
liquidity," said Standard & Poor's credit analysts Dan Haines.

Advanstar is an independent business-to-business media company
serving four industry segments: fashion, licensing, life sciences,
and powersports.  Pro forma for the consolidation with ENK, trade
shows represent 75% of revenue and publishing accounts for 19% of
revenue.  Advanstar is sensitive to cyclical advertising demand in
its end markets, because its magazines, unlike consumer magazines,
do not generate subscription and newsstand revenues.  The
publishing segment faces secular pressures because of competition
from Internet-based media, with low barriers to entry.  Advanstar
depends heavily on its fashion-oriented trade shows as they
contribute over half of total revenue and profits.  Although the
fashion events are the leading U.S. apparel industry tradeshows
and have good renewal rates year to year, this earnings
concentration effectively makes the strongest part of Advanstar's
business profile somewhat narrow in focus.  The combination of
Advanstar and ENK brings together the two largest fashion
tradeshow operators and offers cost synergies and potential
opportunities to combine and enhance events.

The CreditWatch listing reflects S&P's expectation that it will
likely raise the rating to 'B' following the completion of the
refinancing.  An upgrade would also be based on S&P's expectation
that the new combined entity will continue to grow organic
revenue, reduce leverage, and maintain adequate liquidity.


AEMETIS INC: Amended & Restated Note Purchase Pact with Third Eye
-----------------------------------------------------------------
Aemetis, Inc., on April 16, 2013, filed a current report on Form
8-K reporting a certain Special Bridge Advance the Company entered
into with Third Eye Capital Corporation, as agent for certain
Noteholders and Lenders.  Subsequently, Third Eye Capital
Corporation formalized the agreement letter as Amendment No. 4 to
Amended and Restated Note Purchase Agreement dated as of April 19,
2013.

The Company has amended the Current Report for the purpose of
correcting the name of the definitive agreement and to provide a
copy of that definitive agreement in the form of an Exhibit.

On April 15, 2013, the Company, Aemetis Advanced Fuels Keyes,
Inc., a wholly-owned subsidiary of the Company, and Aemetis
Facilities Keyes, Inc., entered into a Limited Waiver and
Amendment No. 3 to Amended and Restated Note Purchase Agreement
with Third Eye Capital Corporation, as agent.  Pursuant to the
Amendment No. 3, the Administrative Agent on behalf of the Lenders
agreed to waive the following covenants of the Borrower in their
entirety: (i) Borrowers' obligation to obtain an NASDAQ listing by
April 1, 2013; (ii) Borrower's obligation to cause the Chairman to
enter into certain agreements; and (iii) the Company's obligation
to deliver an auditor opinion as of and for the period ended
Dec. 31, 2012, without a going concern qualification.  In
addition, the Administrative Agent agreed to (i) extend the
completion date of the conversion of the Keyes Plant to
accommodate an 80:20 corn-to-milo ratio to May 31, 2013, (ii)
amend the redemption provision in the event of an equity offering
of Capital Stock up to $7,000,000, and (iii) increase the balance
of the Revolving Notes by an amount equal to the February 2013
Special Advance and the waiver fee.

On April 19, 2013, the Company, Aemetis Advanced Fuels Keyes,
Inc., and Aemetis Facilities Keyes, Inc., entered into an
Amendment No. 4 to Amended and Restated Note Purchase Agreement
with Third Eye Capital Corporation, as agent for the noteholders
who are a party thereto.  Pursuant to Amendment No. 4, the
Administrative Agent on behalf of the Lenders provided a Special
Advance in the amount of $2,000,000 as a non-revolving portion of
the Revolving Note.  In consideration for the Special Advance, the
Borrowers agreed to (i) pay the Lender a placement fee of $300,000
and (ii) issue the Lender 1,000,000 shares of common stock of
Aemetis, Inc.  The Special Advance is secured by a blanket lien on
the assets of Eric A. McAfee, the Company's CEO and Chairman of
the Board.

A copy of the Amendment No. 4 is available for free at:

                        http://is.gd/tgNQDK

                           About Aemetis

Cupertino, Calif.-based Aemetis, Inc., is an international
renewable fuels and specialty chemical company focused on the
production of advanced fuels and chemicals and the acquisition,
development and commercialization of innovative technologies that
replace traditional petroleum-based products and convert first-
generation ethanol and biodiesel plants into advanced
biorefineries.

McGladrey LLP, in Des Moines, Iowa, expressed substantial doubt
about Aemetis, Inc.'s ability to continue as a going concern
following the annual results for the year ended Dec. 31, 2012.
The independent auditors noted that the Company has suffered
recurring losses from operations and its cash flows from
operations are not sufficient to cover debt service requirements.

The Company reported a net loss of $4.3 million on $189.0 million
of revenues in 2012, compared with a net loss of $18.3 million on
$141.9 million of revenues in 2011.  The Company's balance sheet
at Dec. 31, 2012, showed $96.9 million in total assets,
$93.4 million in total liabilities, and stockholders' equity of
$3.5 million.


AEOLUS PHARMACEUTICALS: Amends Fiscal 2012 Form 10-K
----------------------------------------------------
Aeolus Pharmaceuticals, Inc., has filed an amendment to its annual
report on Form 10-K for the fiscal year ended Sept. 30, 2012, as
filed with the Securities and Exchange Commission on Dec. 31,
2012.

In connection with the preparation of the Company's quarterly
report on Form 10-Q for the quarter ended Dec. 31, 2012, the
Company determined that its basic and diluted net income (loss)
per share calculations should have been prepared using the "two-
class method."  Under the two-class method, securities that
participate in dividends are considered "participating
securities."  The Company's preferred shares, preferred warrants
and most of its common stock warrants are considered
"participating securities" because they include non-forfeitable
rights to dividends.

Additionally, the Company determined that the diluted net income
(loss) per share calculations did not include the net income
effect of changes in fair value related to dilutive, liability
classified warrants.

On Feb. 12, 2013, the Audit Committee of the Company's Board of
Directors concluded, based on the recommendation of management,
that the consolidated statements of operations for the fiscal
years ended Sept. 30, 2012, and 2011, and the consolidated
statements of operations for the quarterly periods in the years
ended Sept. 30, 2012, and 2011, should no longer be relied upon
because of the incorrect calculation of earnings per share.

The purposes of the Form 10-K/A are to:

  (1) amend Part II, Item 6 to restate the Company's net income
      (loss) per share presentation in the statements of
      operations and the net income (loss) per share footnotes for
      the fiscal years ended Sept. 30, 2012, and 2011;

  (2) amend Part II, Item 7 to add additional disclosure to the
      Company's critical accounting policies regarding warrant
      liability and earnings per share;

  (3) amend Part II, Item 8 to restate the Company's net income
      (loss) per share presentation in the statements of
      operations and the net income (loss) per share footnotes for
      the fiscal years ended Sept. 30, 2012, and  2011, as well as
      the net income (loss) per share for the related 2012 and
      2011 interim periods; and

  (4) replace Part III, Items 10 through Item 14, previously
      intended to be incorporated by reference to the Company's
      definitive information statement filed pursuant to
      Regulation 14C in lieu of the Company's 2013 Annual Meeting
      of Stockholders.

The Company does not intend to amend its previously filed
quarterly reports on Form 10-Q for the periods ended Dec. 31,
2010, March 31, 2011, June 30, 2011, Dec. 31, 2011, March 31,
2012, or June 30, 2012, or its annual report on Form 10-K for the
year ended Sept. 30, 2011, to reflect the revisions.  The effects
on these periods not being amended is included in this Form 10-
K/A.

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

                        http://is.gd/owpYTA

                    About Aeolus Pharmaceuticals

Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a
Southern California-based biopharmaceutical company leveraging
significant government investment to develop a platform of novel
compounds in oncology and biodefense.  The platform consists of
over 200 compounds licensed from Duke University and National
Jewish Health.

The Company's lead compound, AEOL 10150, is being developed as a
medical countermeasure ("MCM") against the pulmonary sub-syndrome
of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome"
or "Lung-ARS") as well as the gastrointestinal sub-syndrome of
acute radiation syndrome ("GI-ARS").  Both syndromes are caused by
acute exposure to high levels of radiation due to a radiological
or nuclear event.  It is also being developed for use as a MCM for
exposure to chemical vesicants such as chlorine gas, sulfur
mustard gas and nerve agents.

Grant Thornton LLP, in San Diego, Cal., expressed substantial
dobut about Aeolus Pharmaceuticals' ability continue as a going
concern.  The independent auditors noted that the Company has
incurred recurring losses and negative cash flows from operations,
and management believes the Company does not currently possess
sufficient working capital to fund its operations through fiscal
2013.

The Company's balance sheet at Dec. 31, 2012, showed $1.63 million
in total assets, $17.87 million in total liabilities and a $16.23
million total stockholders' deficit.


AGY HOLDING: Enters Into Restructuring & Support Agreement
----------------------------------------------------------
AGY Holding Corp. on May 15 disclosed that it has entered into a
Restructuring and Support Agreement with holders of approximately
92% in aggregate principal amount of its 11% senior second lien
notes due 2014 to recapitalize the company.  In addition, AGY has
entered into a short-term amendment to its Amended and Restated
Master Lease Agreement with DB Energy Trading LLC providing for an
extension of the term of the Metals Facility through July 15,
2013.  Under the amendment to the Metals Facility, DB has agreed
to forbear from exercising its rights under Metals Facility with
respect to any event of default arising out of or resulting from
failure to make any interest payment due under the Existing Notes
or AGY's revolving credit facility (the "ABL Facility") until July
15, 2013, subject to an earlier termination in certain
circumstances.  Similarly, UBS AG, Stamford Branch, and UBS
Securities LLC have agreed to forbear from exercising their rights
under the ABL Facility with respect to any event of default
arising out of or resulting from the failure to make any interest
payment due under the Existing Notes.

"AGY is pleased to announce that it has reached an agreement in
principle with our senior lenders, bondholders and metal lessor to
set the course for a restructuring and recapitalization of our
capital structure," said Richard Jenkins, Interim CEO.  "This
restructuring, combined with the significant operational
improvements that we have achieved over the past 18 months,
positions AGY to further develop new products, grow the business
and pursue our business strategy to be a world-class provider of
advanced materials."

Drew Walker added, "[Wednes]day's milestone is a very significant
accomplishment and we believe demonstrates an important vote of
confidence in AGY's products, engineering capabilities and
strategic direction."

In the Support Agreement, the Majority Bondholders have agreed to
forbear from exercising their rights under the indenture governing
the Existing Notes with respect to any event of default resulting
from failure to make any interest payment that may come due.

In addition, the Support Agreement outlines the key terms of a
restructuring transaction involving the Existing Notes through an
exchange transaction with the following key provisions
(collectively, the "Exchange Transaction"):

1. AGY will exchange outstanding Existing Notes under the
following terms: (A) 50% exchanged for shares of convertible
participating preferred stock of KAGY Holding Company, Inc.
("KAGY") and (B) 50% exchanged for new 11% Senior Second Lien
Notes (the "New Notes") with an extended stated maturity of
December 15, 2016,

2. Accrued and unpaid interest through the date of the exchange
will be split: 50% of such interest will be paid in cash (as part
of a full-year accrual from November 15, 2012 to November 15,
2013, which will be paid on November 15, 2013) and 50% will be
paid-in-kind in shares of convertible participating preferred
stock of KAGY,

3. the New Notes will not be registered under the Securities Act
of 1933, and

4. The holders of Existing Notes will agree to certain proposed
amendments to the indenture governing the Existing Notes to
eliminate substantially all of the covenants and collateral
provisions and certain events of default currently applicable to
the Existing Notes.

The Support Agreement provides that consummation of the Exchange
Transaction will be conditioned upon, among other things:

1. Participation in the Exchange Transaction by holders of at
least 97% of the outstanding principal amount of the Existing
Notes,

2. An amendment or replacement of the ABL Facility on terms
reasonably acceptable to the Majority Bondholders holding a
majority of the principal amount of Existing Notes (the
"Controlling Bondholders"),

3. A further amendment to (or replacement of) the Metals Facility
on terms reasonably acceptable to Controlling Bondholders (AGY is
actively working with DB on a new long-term lease for the metals
that are currently available pursuant to the Metals Facility),

4. Entry by AGY into a new term loan agreement with one or more of
the Majority Bondholders or their respective affiliates providing
for borrowings of an aggregate principal amount of $15 million
(the "New Term Loan") on terms to be mutually agreed by the
parties, and

5. Entry by AGY into a new intercreditor agreement to replace the
existing Intercreditor Agreement on terms not inconsistent with
the Summary of Terms attached as Annex A to the Support Agreement
and otherwise reasonably acceptable to the Controlling
Bondholders.

Unless earlier terminated in accordance with its terms, the
Support Agreement will terminate on July 15, 2013 if the closing
of the Exchange Transaction has not occurred.

The parties' obligations under the Support Agreement and the
completion of the transactions contemplated by the Support
Agreement are subject to a number of customary closing conditions,
termination rights and approvals, and there is no assurance that
the transactions contemplated by the Support Agreement will be
consummated on the terms described above, or at all.

                         About AGY Holding

AGY Holding Corp. -- http://www.agy.com/-- produces fiberglass
yarns and high-strength fiberglass reinforcements used in
composites applications.  AGY serves a range of markets including
aerospace, defense, electronics, construction and industrial.
Headquartered in Aiken, South Carolina, AGY has a European office
in Lyon, France and manufacturing facilities in the U.S. in Aiken,
South Carolina and Huntingdon, Pennsylvania and a controlling
interest in a manufacturing facility in Shanghai, China.

                           *     *     *

As reported by the TCR on Nov. 23, 2011, Moody's Investors Service
lowered AGY Holding Corporation's (AGY) Corporate Family Rating
(CFR) to Caa2 from B3, reflecting the decline in the company's
liquidity and weak operating performance.

In the Dec. 5, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Aiken, S.C.-based
AGY Holding Corp. (AGY) to 'CCC-' from 'CCC+'.

"Our rating action reflects our view that AGY's credit quality has
deteriorated due to ongoing weakness in its operating performance,
a decline in liquidity, and the potential for insufficient
liquidity to meet interest payments in 2012.  As of Sept. 30,
2011, the company reported total liquidity of $17 million
including $16.2 million of availability under its unrated
revolving credit facility. AGY reported that it expected liquidity
to decline to levels of around $12.4 million in November following
the payment of nearly $10 million in semiannual interest on its
notes.  It also expects effective availability to be lower than
the reported figures, because the company is also subject to a
fixed-charge coverage ratio covenant if availability under its
revolving credit facility declines to below $6.25 million. We do
not expect to be in compliance if the covenant becomes applicable.
Current liquidity levels have declined from our expectations of a
minimum liquidity of $20 million at the previous rating. Key
credit risks, in our view, are liquidity insufficient to meet
requirements (including approximately $20 million in future
interest payments in 2012). An additional risk is potential
liquidity requirements possibly arising from the put option
available with the seller of AGY Hong Kong Ltd. for the remaining
30% of the company not yet purchased by AGY.  The put option can
be exercised through Dec. 31, 2013.  AGY reports a fair value of
about $0.23 million for the remaining 30% of the AGY Hong Kong
Ltd. as of Sept. 30, 2011 -- a decline from an initial estimated
value of about $12 million in 2009. AGY Hong Kong also has about
$10.5 million of debt, which the company reports it is trying to
extend, and approximately $11.5 million in annually renewable
working capital facilities due in 2012 (debt at AGY Hong Kong is
nonrecourse to AGY)," S&P said.


AGY HOLDING: Reports $1.5-Mil. Income in First Quarter 2013
-----------------------------------------------------------
AGY Holding Corp. on May 15 reported consolidated results for the
three months ended March 31, 2013.

"We effectively executed our first quarter strategy, building upon
our successes of 2012.  We continued to show progress enhancing
our sales mix, lowering costs, and increasing operational
stability," said Richard Jenkins, the Company's interim Chief
Executive Officer.  "We are pleased with the progress that we have
made towards implementing our overall strategy of being a world
class provider of Advanced Materials.  Our Adjusted EBITDA
attributable to AGY Holding Corp. increased by $1.0 million to
$7.5 million for the first quarter of 2013, or a 15% improvement
compared to the same period of 2012."

First Quarter 2013 Financial Highlights

Net Sales

-- Consolidated net sales decreased $3.4 million, or 7.2%, from
$47.1 million in the first quarter of 2012 to $43.7 million in the
first quarter of 2013, which consists of $36.7 million of sales
reported by the AGY US business segment and $7.0 million of sales
reported by the AGY Asia business segment.  AGY US net sales in
the first quarter of 2013 decreased $3.4 million, or 8.5%,
compared to the first quarter of 2012.  AGY Asia's contribution to
consolidated net sales in the first quarter of 2013 was
essentially level compared to the first quarter of 2012 (after
accounting for the elimination of intercompany sales).

-- The decrease in AGY US net sales was primarily driven by lower
sales volumes, offset by continued favorable mix gains resulting
from a greater focus on sale of specialty materials and product
rationalization efforts.  AGY US continued to improve its average
selling price during the first quarter of 2013, which represented
a 15.4% increase compared to the same period of 2012.  The lower
sales volume resulted primarily from reduced demand in several of
our markets except aerospace, oil and gas applications and the
high-end of the specialty electronics end-markets.  Market
conditions remained weak.  The Company also experienced market
share loss on commodity E Glass from competitive pressure in
certain industrial applications, reduced domestic demand for
architectural roofing application and a decrease in Continuous
Filament Mat with customer concerns regarding the sale of this
business line.

Operating Results

-- Consolidated income from operations was $1.5 million for the
first quarter of 2013, compared to a loss of $2.6 million for the
same period in 2012.  Adjusting for the impact of a $1.3 million
decrease in restructuring charges, a $1.0 million decrease in
metal depletion expenses from the advanced sale of 2012 metal
recoveries in late 2011 for AGY US, a $0.1 million increase in
restructuring costs and a $0.3 million increase in metal depletion
expenses related to prior years for AGY Asia, AGY US and AGY Asia
operating results increased by $1.8 million and $0.4 million,
respectively, in the first quarter of 2013 compared to the same
period of 2012.

-- Quarterly adjusted operating results for AGY US increased year-
over-year, primarily from improvements in average selling price
and a favorable product mix, as noted above, and from lowering
manufacturing and selling, general and administrative expenses
through operational efficiency improvement projects and cost
control initiatives.  Additionally, results were positively
impacted by a decrease in non-cash costs of goods sold resulting
primarily from (i) the 2012 sale of inventory, manufactured in
2011 with larger efficiency losses, (ii) indirect cost absorption
related to a larger inventory decrease in 2012 when compared to
the first quarter of 2013, and (iii) lower metal operating losses.
Partially offsetting this gain were lower sales volumes, as noted
above, and higher alloy lease costs.

-- AGY Asia adjusted operating results for the first quarter of
2013 improved year-over-year, primarily due to lower taxes and
freight costs associated with lower export sales during the first
quarter of 2013 and lower selling, general and administrative
expenses as a result of reduced headcount.  Partially offsetting
this gain were lower sales volumes, as noted above, and inflation
in labor and energy costs at the AGY Asia manufacturing facility
in Shanghai, China.

Adjusted EBITDA

-- Adjusted EBITDA attributable to the Company (which excludes the
portion of Adjusted EBITDA attributable to the 30% non-controlling
interest in AGY Asia) was $7.5 million for the first quarter of
2013, compared to $6.5 million in the first quarter of 2012.
Primarily as a result of the aforementioned factors, including
improved average selling price and favorable product mix, lower
operating costs and the decrease in non-cash cost of goods sold,
which were offset only partially by lower sales volumes, AGY US
first quarter 2013 Adjusted EBITDA of $6.5 million increased $0.8
million as compared to the first quarter of 2012 and AGY Asia
first quarter 2013 Adjusted EBITDA attributable to the Company of
$1.0 million increased $0.2 million as compared to the same period
in 2012.

Balance Sheet and Liquidity

-- As of March 31, 2013, AGY US's cash balance and total debt, net
of cash, were $0.7 million and $214.0 million, respectively.
Compared to December 31, 2012, the $0.8 million decrease in net
debt was primarily attributable to $1.8 million of operating cash
flows (net of $1.3 million of restructuring costs payment) and
$1.1 million of capital spending. As of March 31, 2013, AGY US had
total liquidity of approximately $14.4 million.

-- As of March 31, 2013, AGY Asia's cash balance and total debt,
net of cash, were $2.8 million and $38.8 million, respectively,
representing a $0.5 million increase in net debt compared to
December 31, 2012.  As of March 31, 2013, AGY Asia had total
liquidity of approximately $2.8 million, consisting only of
unrestricted cash as access to undrawn borrowing availability
under the AGY Asia financing agreements has terminated.  After
several amendments to the term loan amortization schedule
negotiated in 2012 and in the first quarter of 2013 with the
lender, AGY Asia has remaining mandatory repayment obligations of
$22.8 million in 2013, of which $16.7 million is due in May 2013,
which we will not be able to satisfy and will create a default
under the term loan facility and a potential acceleration of the
$27.2 million of outstanding debt if the lender does not amend the
term loan to revise the amortization.  The lender also retains the
right to accelerate the loan repayment at any time if no
substantial progress is made towards a refinancing,
recapitalization or change in control of AGY Asia.  In addition,
the working capital loan facility under the AGY Asia financing
documents matures in May 2013 and AGY Asia has sought a waiver of
compliance with the covenant requiring a debt-to-assets ratio of
no more than 60%, which was not met at December 31, 2012 and March
31, 2013.  The lender has not responded to AGY Asia's request for
a waiver.  AGY continues to explore opportunities to sell AGY Asia
and is currently negotiating with a potential buyer, who signed a
non-binding letter of intent, and the lender under the AGY Asia
financing documents regarding the terms of a possible sale
transaction.  All amounts borrowed under the credit facility for
AGY Asia are non-recourse to AGY Holdings Corp. and its domestic
subsidiaries.

First Quarter Conference Call

The Company will hold a conference call to discuss the first
quarter 2013 results and respond to questions.  The details for
the call are as follows:

           Date: May 17, 2013
           Time: 11:00 a.m. EST
           Dial-in number: 866-939-3921 or 678-302-3550
           Conference ID: N/A (Operator Assisted)

Please dial in 10-15 minutes prior to the start time.  An operator
will request your name and organization and ask you to wait until
the call begins.

Rebroadcast of this conference will be available two hours after
it is complete.  Parties who are interested in listening to the
rebroadcast may dial 866-939-0581 or 678-302-3540 and when
prompted enter pin - 4804300#. At system prompt, dial '4' to
listen to a previously recorded conference. When prompted, enter
confirmation number - 20130514444106#.  The rebroadcast will be
available for thirty days, or through June 16, 2013.

                         About AGY Holding

AGY Holding Corp. -- http://www.agy.com/-- produces fiberglass
yarns and high-strength fiberglass reinforcements used in
composites applications.  AGY serves a range of markets including
aerospace, defense, electronics, construction and industrial.
Headquartered in Aiken, South Carolina, AGY has a European office
in Lyon, France and manufacturing facilities in the U.S. in Aiken,
South Carolina and Huntingdon, Pennsylvania and a controlling
interest in a manufacturing facility in Shanghai, China.

                           *     *     *

As reported by the TCR on Nov. 23, 2011, Moody's Investors Service
lowered AGY Holding Corporation's (AGY) Corporate Family Rating
(CFR) to Caa2 from B3, reflecting the decline in the company's
liquidity and weak operating performance.

In the Dec. 5, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Aiken, S.C.-based
AGY Holding Corp. (AGY) to 'CCC-' from 'CCC+'.

"Our rating action reflects our view that AGY's credit quality has
deteriorated due to ongoing weakness in its operating performance,
a decline in liquidity, and the potential for insufficient
liquidity to meet interest payments in 2012.  As of Sept. 30,
2011, the company reported total liquidity of $17 million
including $16.2 million of availability under its unrated
revolving credit facility.  AGY reported that it expected
liquidity to decline to levels of around $12.4 million in November
following the payment of nearly $10 million in semiannual interest
on its notes.  It also expects effective availability to be lower
than the reported figures, because the company is also subject to
a fixed-charge coverage ratio covenant if availability under its
revolving credit facility declines to below $6.25 million. We do
not expect to be in compliance if the covenant becomes applicable.
Current liquidity levels have declined from our expectations of a
minimum liquidity of $20 million at the previous rating. Key
credit risks, in our view, are liquidity insufficient to meet
requirements (including approximately $20 million in future
interest payments in 2012). An additional risk is potential
liquidity requirements possibly arising from the put option
available with the seller of AGY Hong Kong Ltd. for the remaining
30% of the company not yet purchased by AGY.  The put option can
be exercised through Dec. 31, 2013.  AGY reports a fair value of
about $0.23 million for the remaining 30% of the AGY Hong Kong
Ltd. as of Sept. 30, 2011 -- a decline from an initial estimated
value of about $12 million in 2009.  AGY Hong Kong also has about
$10.5 million of debt, which the company reports it is trying to
extend, and approximately $11.5 million in annually renewable
working capital facilities due in 2012 (debt at AGY Hong Kong is
nonrecourse to AGY)," S&P said.


ALION SCIENCE: Incurs $9.1 Million Net Loss in March 31 Quarter
---------------------------------------------------------------
Alion Science and Technology Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $9.13 million on $221.28 million of
contract revenue for the three months ended March 31, 2013, as
compared with a net loss of $10.24 million on $197.11 million of
contract revenue for the same period during the prior year.

For the six months ended March 31, 2013, the Company reported a
net loss of $20.15 million on $425.61 million of contract revenue,
as compared with a net loss of $23.05 million on $387 million of
contract revenue for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed
$646.03 million in total assets, $802.99 million in total
liabilities, $113.69 million in redeemable common stock,
$20.78 million in common stock warrants, $149,000 in accumulated
and other comprehensive loss, and a $291.28 million accumulated
deficit.

Consolidated EBITDA for the 12 months ended March 31, 2013, was
approximately $73.5 million, and for the three months ended
March 31, 2013, was approximately $19.8 million.  Additional
information is available for free at http://is.gd/FOWokI

Alion's Credit Agreement includes the contractually defined term
"Consolidated EBITDA."  Under Alion's Credit Agreement,
Consolidated EBITDA is used to measure the Company's ability to
meet its debt covenants.

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

                         http://is.gd/xL2eJv

                        About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

Alion Science incurred a net loss of $41.44 million for the year
ended Sept. 30, 2012, a net loss of $44.38 million for the year
ended Sept. 30, 2011, and a net loss of $15.23 million for the
year ended Sept. 30, 2010.

                         Bankruptcy Warning

"Our credit arrangements, including our unsecured and secured note
indentures and our revolving credit facility include a number of
covenants.  We expect to be able to comply with our indenture
covenants and our credit facility financial covenants for at least
the next twenty-one months.  If we were unable to meet financial
covenants in our revolving credit facility in the future, we might
need to amend the revolving credit facility on less favorable
terms.  If we were to default under any of the revolving credit
facility covenants, we could pursue an amendment or waiver with
our existing lenders, but there can be no assurance that lenders
would grant an amendment or waiver.  In light of current credit
market conditions, any such amendment or waiver might be on terms,
including additional fees, increased interest rates and other more
stringent terms and conditions materially disadvantageous to us.
If we were unable to meet these financial covenants in the future
and unable to obtain future covenant relief or an appropriate
waiver, we could be in default under the revolving credit
facility.  This could cause all amounts borrowed under it and all
underlying letters of credit to become immediately due and
payable, expose our assets to seizure, cause a potential cross-
default under our indentures and possibly require us to invoke
insolvency proceedings including, but not limited to, a voluntary
case under the U.S. Bankruptcy Code," the Company said in its
annual report for the fiscal year ended Sept. 30, 2012.


AMERICAN AIRLINES: Unsecured Creditors Agree to Support Plan
------------------------------------------------------------
Rachel Feintzeig writing for Daily Bankruptcy Review reports that
AMR Corp. struck a deal with unsecured creditors owed more than
$1.6 billion that it says will speed both its exit from bankruptcy
and its merger with US Airways Group Inc.

                     About American Airlines

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

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

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

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

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

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest.

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


AMERICAN POWER: Incurs $797,900 Net Loss in March 31 Quarter
------------------------------------------------------------
American Power Group Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss available to common shareholders of $797,900
on $1.85 million of net sales for the three months ended March 31,
2013, as compared with a net loss available to common shareholders
of $1.11 million on $572,884 of net sales for the three months
ended March 31, 2012.

For the six months ended March 31, 2013, the Company incurred a
net loss available to common shareholders of $1.65 million on
$2.72 million of net sales, as compared with a net loss available
to common shareholders of $2.25 million on $968,901 of net sales
for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed
$11.40 million in total assets, $4.65 million in total liabilities
and $6.74 million in total stockholders' equity.

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

                       http://is.gd/iW2GyE

                    About American Power Group

American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural GasTM conversion technology for vehicular, stationary and
off-road mobile diesel engines.  American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100% diesel fuel operation at any time.  The proprietary
technology seamlessly displaces up to 80% of the normal diesel
fuel consumption with the average displacement ranging from 40% to
65%.  The energized fuel balance is maintained with a proprietary
read-only electronic controller system ensuring the engines
operate at original equipment manufacturers' specified
temperatures and pressures.  Installation on a wide variety of
engine models and end-market applications require no engine
modifications unlike the more expensive invasive fuel-injected
systems in the market. See additional information at:
www.americanpowergroupinc.com.

American Power incurred a net loss available to common
shareholders of $14.66 million for the year ended Sept. 30, 2012,
compared with a net loss available to common shareholders of $6.81
million during the prior year.


AMKOR TECHNOLOGY: Moody's Cuts CFR to B1 Following Debt Increase
----------------------------------------------------------------
Moody's Investors Service downgraded Amkor Technology, Inc.'s
Corporate Family Rating to B1 from Ba3 and the senior unsecured
rating to B2 from Ba3. Moody's affirmed the Speculative Grade
Liquidity rating at SGL-2. The outlook has been revised to stable
from negative.

This follows the announcement that Amkor intends to issue up to an
additional $250 million of Senior Notes due 2022 and reflects the
recent closing of an additional $300 million of delayed draw term
loans to Amkor's Korean subsidiary, which are structurally senior
obligations with respect to the assets of the Korean subsidiary.

The downgrade to the CFR reflects Moody's expectation for negative
free cash flow through fiscal 2014 and an EBITDA margin (Moody's
adjusted) that will not return to the levels achieved as recently
as 2010 for at least the next two years. Amkor's aggressive
capital spending has caused the company to consume free cash flow
("FCF") since late 2011. Moody's expects this negative FCF to
continue through fiscal 2014 due to the high pace of capital
expenditures.

The downgrade of the senior unsecured rating to B2 from Ba3
reflects the CFR downgrade, the increase in the amount of secured
debt at Amkor's operating subsidiary in Korea and the expected
conversion or refinancing of the convertible subordinated notes
due April 2014. Although the secured credit facility at Amkor's
Korean subsidiary is largely unused currently, Moody's expects
that Amkor will draw on these term loans to fund the construction
of the K5 production facility in Korea in 2014.

Ratings Rationale:

The B1 CFR reflects Amkor's business position as the second
largest outsourced semiconductor assembly and test (OSAT) company
in the world after market leader Advanced Semiconductor
Engineering ($4.4 billion of OSAT revenues in 2011), with a broad
portfolio of advanced manufacturing technologies for semiconductor
chip finishing and testing. Due to its large scale of operations,
Amkor should benefit from the secular outsourcing trend in
semiconductor production, as semiconductor companies increasingly
outsource manufacturing as part of their "fab-lite" manufacturing
models. Nevertheless, the assembly and test segment is capital
intensive and cyclical due to dependence on the semiconductor
industry. Moreover, since one of Amkor's customers' accounts for
over 20% of revenues, Moody's believes that this customer holds
negotiating leverage to extract concessions from Amkor.

The stable outlook reflects Moody's expectation that the EBITDA
margin (Moody's adjusted) will remain above 19%, but that FCF will
be negative in 2013 and 2014 due to the high capital expenditures.
Nevertheless, Moody's expects that the cash balance will remain
above $350 million and debt will increase by no more than 20% over
the next year. The stable outlook also reflects Moody's
expectation that the Tessera litigation and arbitration will not
be settled for an amount substantially larger than the amounts
currently reserved.

Although a rating upgrade is unlikely over the near term due to
the negative FCF, over the longer term the rating could be
upgraded if profitability and cash flow improve such that Amkor's
EBITDA margin (Moody's adjusted) is sustained in the mid-twenties
percent and FCF is sustained above $100 million. An upgrade would
also require the maintenance of a solid liquidity position and
balanced financial policies.

The rating could be downgraded if the EBITDA margin (Moody's
adjusted) declines into the upper teens percent. The rating could
also be downgraded if liquidity weakens due to the negative FCF or
if FCF becomes increasingly negative. If the Tessera arbitration
or litigation results in a significantly higher award than is
currently reserved, the rating would be pressured.

Downgrades:

Issuer: Amkor Technology, Inc.

  Corporate Family Rating, Downgraded to B1 from Ba3

  Probability of Default Rating, Downgraded to B1-PD from Ba3-PD

  Senior Unsecured Rating, Downgraded to B2 (LGD5, 71%) from Ba3
  (LGD4, 50%)

Affirmed:

Issuer: Amkor Technology, Inc.

  Speculative Grade Liquidity Rating, SGL-2

  Outlook revised to stable from negative

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

Amkor, based in Chandler, Arizona, is one of the largest providers
of outsourced semiconductor assembly and test services for
integrated semiconductor device manufacturers as well as fabless
semiconductor companies.


ARCAPITA BANK: June 10 Hearing on Subordination of Tide Claims
--------------------------------------------------------------
The hearing on Arcapita Bank B.S.C.(c) and Falcon Gas Storage Co.
Inc.'s memorandum of law in support of the subordination of
claims filed by Tide Natural Gas Storage I, LP., and Tide Natural
Gas Storage II, LP, and the classification of the Tide Claims in
Classes 10(a) (Arcapita Bank) and 10(g) (Falcon) in the Debtors'
Second Amended Joint Plan of Reorganization of Arcapita Bank
B.S.C.(c), and Related Debtors will take place on June 10, 2013,
at 11:00 a.m.

Any briefs in opposition must be filed on or before May 29, 2013,
and any reply briefs must be filed on or before June 3, 2013.

According to papers filed with the Court, the only fact material
to the proper classification of the Tide Claims is undisputed: the
Tide Claims against both Falcon and Arcapita Bank are for alleged
damages arising from Tide's purchase from Falcon of 100% of the
LLC membership interests in NorTex Gas Storage Company, LLC.  "The
application of section 510(b) to the Tide Claims is beyond
dispute, and the Tide Claims must be subordinated [to all
other equity interests in Falcon or Arcapita Bank, as applicable,
that are senior or equal to the interest represented by the LLC
membership interests in NorTex].  Only the level of subordination
is in dispute.

"To determine the proper level of subordination, the single issue
to be decided is the scope of the "common stock" exception in
section 510(b) and whether the "common stock" exception applies to
other securities besides common stock, including LLC membership
interests.

"Based upon the plain language of section 510(b), the proper
application of the canons of statutory interpretation, the
legislative history, and the opinion of the other courts that have
considered this issue, the inescapable conclusion is that section
510(b) means exactly what it says, and Congress's use of "common
stock" in the exception to section 510(b) is not meant to also
include LLC membership interests or other securities.  Therefore,
the classification in the Plan of the Tide Claims in Classes 10(a)
and 10(g) complies with the proper application of bankruptcy law."

A copy of the Debtors' Memorandum of Law in Support of
Subordination of the Tide Claims is available at:

           http://bankrupt.com/misc/arcapita.doc1108.pdf

As reported in the TCR on April 29, 2013, the Debtors filed on
April 25, 2013, a Second Amended Disclosure Statement.  There were
no changes made as to the treatment of the various claims against
and interests in the Debtors.  A copy of the Second Amended
Disclosure Statement is available at:

           http://bankrupt.com/misc/arcapta.doc1038.pdf

According to the Second Amended Disclosure Statement, holders of
Allowed Claims in Classes 10(a) and 10(g) will not receive any
Distributions or retain any property on account of such Claims.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

On Feb. 8, 2013, the Debtors filed with the Bankruptcy Court a
disclosure statement in support of their Joint Plan of
Reorganization, dated Feb. 8, 2013.  The Plan contemplates, among
others, the entry of the Debtors into a $185 million Murabaha exit
facility that will allow the Debtors to wind down their businesses
and assets for the benefit of all creditors and stakeholders.


ARKANOVA ENERGY: Incurs $408,000 Net Loss in March 31 Quarter
-------------------------------------------------------------
Arkanova Energy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $408,377 on $209,839 of total revenue for the three
months ended March 31, 2013, as compared with a net loss of
$506,136 on $259,845 of total revenue for the three months ended
March 31, 2012.

For the six months ended March 31, 2013, the Company incurred a
net loss of $892,564 on $420,681 of total revenue, as compared
with net income of $4.79 million on $533,445 of total revenue for
the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $2.56
million in total assets, $9.94 million in total liabilities and a
$7.37 million total stockholders' deficit.

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

                        http://is.gd/P6pZf0

                         About Arkanova

Austin, Tex.-based Arkanova Energy Corporation is a junior
producing oil and gas company and is also engaged in the
acquisition, exploration and development of prospective oil and
gas properties.  It holds mineral leases in Delores County, Lone
Mesa State Park, Colorado and leasehold interests located in
Pondera and Glacier Counties, Montana.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, MaloneBailey, LLP, in Houston, Texas,
expressed substantial doubt about Arkanova Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred cumulative losses since inception and has
negative working capital.


ASSURED PHARMACY: Amends 2.3 Million Shares Prospectus
------------------------------------------------------
Assured Pharmacy, Inc., filed with the Securities and Exchange
Commission a post-effective amendment no. 1 to the Form S-1
registration statement relating to the offer and sale or other
disposition of 2,292,067, shares of the Company's common stock
issuable on exercise of warrants by Hillair Capital Investments
L.L.C., Coventry Enterprises LLC, Baruch Halpern Revocable Trust,
et al.

The Company's common stock is presently quoted on the OTC Markets
under the trading symbol "APHY".  On May 6, 2013, the last sale
price of the Company's common stock as reported by the OTC Markets
was $0.79 per share.

A copy of the Amended Prospectus is available at:

                        http://is.gd/iKP7DX

                       About Assured Pharmacy

Headquartered in Frisco, Texas, Assured Pharmacy, Inc., is engaged
in the business of establishing and operating pharmacies that
specialize in dispensing highly regulated pain medication for
chronic pain management.

The Company was organized as a Nevada corporation on Oct. 22,
1999, under the name Surforama.com, Inc., and previously operated
under the name eRXSYS, Inc.  The Company changed its name to
Assured Pharmacy, Inc., in October 2005.

Assured Pharmacy disclosed a net loss attributable to the Company
of $4 million on $14.14 million of sales for the year ended Dec.
31, 2012, as compared with a net loss attributable to the Company
of $3.27 million on $16.44 million of sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $2.22 million
in total assets, $8.70 million in total liabilities, and a
$6.48 million stockholders' deficit.

BDO USA, LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.

                          Bankruptcy Warning

"Our business is highly leveraged and the successful
implementation of the foregoing plan necessitates that we reach an
agreement with our existing debt holders to extend the maturity
date of debt securities which came due in 2012.  As of December
31, 2012, we had $844,948 in debt securities which were due in the
year 2012, which included $500,000 in principal amount of
unsecured convertible debentures.  We are attempting to extend the
maturity date of all outstanding debt securities which were due in
2012, but can provide no assurance that the holders of such
securities will agree to extend the maturity date on these
securities on acceptable terms.  We are also discussing the
possibility of these debt holders converting the securities into
equity.  If our debt holders choose not to convert certain of
these securities into equity, we will need to repay such debt, or
reach an agreement with the debt holders to extend the terms
thereof.  If we are forced to repay the debt, this need for funds
would have a material adverse impact on our business operations,
financial condition and prospects, would threaten our ability to
operate as a going concern and may force us to seek bankruptcy
protection."


ATARI INC: Game-Maker Says 80 Buyers Kicking the Tires
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that video-game maker Atari Inc. has 80 prospective buyers
considering an acquisition.  The disclosure was made in a court
filing last week where the company is seeking an extension until
Aug. 19 of the exclusive right to propose a Chapter 11 plan.

The report relates that in the motion for so-called exclusivity,
Atari said 80 prospective buyers signed confidentiality agreements
allowing receipt of private financial information looking toward
an acquisition of the company or its assets.

This month the bankruptcy judge gave the official creditors'
committee authority to investigate the bankrupt French parent
Atari SA, secured lender Alden Global Capital Ltd., and others.
The U.S. Atari company itself said at the outset of bankruptcy
that debt owing to the parent should be treated as equity.  The
U.S. company also challenged the secured status of debt to the
parent and to Blue Ray Value Recovery (Master) Fund Ltd.

Alden is now Atari's post-bankruptcy lender, the primary
shareholder of the bankrupt French parent, and a major secured
lender to the parent. By virtue of its secured status against the
parent, Alden controls the $275 million claim the parent has
against the U.S. company, according to court filing by the
committee.

                           About Atari

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

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

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

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

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


ATLANTIC AVIATION: S&P Assigns 'BB-' CCR; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
corporate credit rating to Atlantic Aviation FBO Inc.  The outlook
is stable.  At the same time, S&P assigned its 'BB-' issue rating
to the proposed $535 million senior secured first-lien credit
facility, which consists of a $70 million revolver and a
$465 million term loan.  The '3' recovery rating indicates S&P's
expectation of meaningful (50%-70%) recovery in the event of
payment default.

"The ratings on Atlantic Aviation reflect our expectations that
credit measures will likely improve modestly over the next year,
but remain appropriate for the ratings, primarily as a result of
earnings growth," said Standard & Poor's credit analyst Tatiana
Kleiman.  S&P do not expect any material debt repayment because
Atlantic Aviation will distribute all excess cash to its parent,
Macquarie Infrastructure Co. LLC (MIC).  The rating does not
include any benefit for ongoing or extraordinary support from MIC,
nor is it limited by S&P's criteria on financial-sponsor-owned
companies because MIC is an infrastructure fund.

S&P assess the company's business risk as "weak," reflecting the
firm's position as the largest provider in the U.S. of fixed based
operation (FBO) services to the cyclical general aviation market,
limited growth and expansion opportunities, high barriers to
entry, good customer and geographic diversity, and solid
profitability.  S&P expects revenues and earnings grow modestly
over the next 12 to 18 months due to gradual improvements in
business jet usage.  S&P assess the company's financial risk
profile as "aggressive" based on its relatively moderate leverage
and good cash generation that it distributes to the parent
company.  S&P assess liquidity as "adequate" under its criteria.

MIC plans to reduce leverage at Atlantic Aviation, one of five
companies it owns and operates, by refinancing the FBO operator's
existing debt ($677 million of bank loans) using the proceeds from
a new $465 million term loan, cash on hand, and proceeds from new
MIC equity.  S&P believes that the transaction will result in pro
forma adjusted debt to EBITDA of 4.2x and adjusted funds from
operations (FFO) to debt of about 17% in 2013 compared with actual
2012 ratios of about 6x and 10%, respectively.  S&P expects credit
metrics to improve only gradually because improvement depends on
earnings growth, rather than debt reduction, because Atlantic
Aviation will distribute excess cash flows to MIC and the only
debt reduction scheduled is the amortization of $4.65 million.
Therefore, S&P expects adjusted debt to EBITDA to be about 4x and
adjusted FFO to debt in the high-teens percentage area by 2014.

The outlook is stable.  Revenue and earnings should grow modestly
in the next 12 months due to higher business jet usage.  S&P
expects credit ratios to improve slightly over the next year,
primarily because of increasing earnings.  S&P could lower the
rating if the weak economy or a spike in fuel prices result in
declines in business jet usage and lower earnings, or if debt
increases to fund acquisitions, resulting in adjusted debt to
EBITDA above 5x.  Although unlikely in the next year, S&P could
raise the ratings if earnings improvement is greater than it
expects or if the company uses excess cash flows to reduce debt,
resulting in adjusted debt to EBITDA below 3.5x and adjusted FFO
to debt above 20%.


AURA SYSTEMS: Issues $750,000 Convertible Notes
-----------------------------------------------
Aura Systems Inc. entered into a Securities Purchase Agreement
with selected accredited investors, under which the Company
offered and sold convertible notes and warrants.  Under the
Purchase Agreement, on May 9, 2013, in an initial closing the
Company issued to Buyers senior secured convertible notes in the
aggregate principal amount of $750,000 which are convertible into
shares of the Company's common stock and warrants to acquire up to
1,000,000 shares of the Company's common stock for a period of
seven years at an exercise price of $0.75.

The Company has engaged a placement agent in connection with the
transactions and agreed to pay as compensation to the agent a cash
fee equal to 10 percent of the gross proceeds raised from this
transaction, and a warrant for the purchase of 10 percent of the
number of shares purchasable under warrants issued to the Buyers
in the transaction, which warrant will have a term of seven years
and a per-share exercise price of $0.75.

On May 9, 2013 the Company entered into an Exchange Agreement with
15 holders of warrants for the purchase of 5,390,000 shares of
Company common stock.  The Exchange Securities, which include
warrants issued to investors and to a placement agent, were
originally issued in connection with the Company's September 2011
private placement.  Under the Exchange Agreement, the Company
agreed to issue a total of 4,581,500 shares common stock to the
warrant holders (equal to 85 percent of the total number of shares
of common stock purchasable under the Exchange Securities), in
exchange for the cancellation of the Exchange Securities and
release of obligations to the holders.

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

                        http://is.gd/OJ9y04

                         About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles,
tests and sells its proprietary and patented Axial Flux induction
machine known as the AuraGen(R) for industrial and commercial
applications and VIPER for military applications.

Kabani & Company, Inc., issued a "going concern" qualification on
the financial statements for the fiscal year ended Feb. 29, 2012.
The independent auditors noted that the Company has historically
incurred substantial losses from operations, and may not have
sufficient working capital or outside financing available to meet
its planned operating activities over the next twelve months which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

Aura Systems incurred a net loss of $14.15 million for the year
ended Feb. 29, 2012, compared with a net loss of $11.19 million
for the year ended Feb. 28, 2011.

The Company's balance sheet at Nov. 30, 2012, showed $3.68 million
in total assets, $22.47 million in total liabilities and a $18.78
million total stockholders' deficit.


AXESSTEL INC: Reports $83,800 Net Income in First Quarter
---------------------------------------------------------
Axesstel, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $83,826 on $10.12 million of revenues for the three months
ended March 31, 2013, as compared with net income of $472,268 on
$12.03 million of revenues for the same period a year ago.

Axesstel disclosed net income of $4.31 million for the year ended
Dec. 31, 2012, as compared with net income of $1.09 million during
the prior year.

The Company's balance sheet at March 31, 2013, showed $25.44
million in total assets, $31.84 million in total liabilities and a
$6.39 million total stockholders' deficit.

Clark Hickock, CEO of Axesstel, stated, "Revenue in the first
quarter was below our operating target, but we delivered strong
performance on our new Home Alert products and our gross margin
percentage.  We sold over $4.0 million of our new Home Alert
security systems to new customers in the MEA region, which boosted
our gross margin percentage to a record 29%.  With tight control
over operating expenses, we generated net income of $84,000.  We
also improved our working capital position by $95,000."

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

                        http://is.gd/zRa5gq

                           About Axesstel

Axesstel Inc., based in San Diego, Calif., develops fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.  The Company's product portfolio
includes fixed wireless phones, wire-line replacement terminals,
and 3G and 4G broadband gateway devices used to access voice
calling and high-speed data services.


AXION INTERNATIONAL: Amends Q1 2012 Form 10-Q
---------------------------------------------
Axion International Holdings, Inc., has amended its quarterly
report on Form 10-Q for the three months ended March 31, 2012,
filed with the Securities and Exchange Commission on May 21, 2012,
to amend and restate the Company's unaudited condensed
consolidated financial statements and related disclosures for the
three months ended March 31, 2012, and 2011.

The restated statement of operations reflects a net loss of $1.41
million on $2.29 million of revenue for the three months ended
March 31, 2012, as compared with a net loss of $1.56 million on
$2.29 million of revenue as originally reported.

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

                        http://is.gd/KNVuF1

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010, and 2011.  RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.

Axion International reported a net loss of $9.93 for the 12 months
ended Dec. 31, 2011, compared with a net loss of $7.10 million for
the 12 months ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$6.97 million in total assets, $8.10 million in total liabilities,
$5.86 million in 10% convertible preferred stock, and a
$6.99 million total stockholders' deficit.


BEACON ENTERPRISE: Inks Merger Agreement with Optos Capital
-----------------------------------------------------------
Beacon Enterprise Solutions Group, Inc., entered into an Agreement
and Plan of Merger by and among the Company, Beacon Acquisition
Sub, LLC ("Acquisition Sub") which is wholly owned by the Company,
and Optos Capital Partners, LLC, a a wholly owned by Focus Venture
Partners, Inc.  Upon the closing of the transactions contemplated
under the Agreement, Acquisition Sub will merge with and into
Optos, and Optos as the surviving entity will become a wholly
owned subsidiary of the Company.  Pursuant to the terms and
conditions of the Agreement, at closing all outstanding membership
interests of Optos will be converted into an aggregate number of
shares of the Company's preferred stock which will be convertible
into 95 percent of the sum of:

    (i) all of the issued and outstanding shares of the Company's
        common stock; and

   (ii) the number of shares of the Company's common stock that
        are issuable upon the conversion of all outstanding shares
        of the Company's preferred stock.

The closing of the Transactions is subject to the satisfaction of
certain customary closing conditions set forth in the Agreement.
As a result, there can be no assurance that the Transactions will
be consummated.

A copy of the Agreement and Plan of Merger is available at:

                        http://is.gd/EB4iC4

                      About Beacon Enterprise

Beacon Enterprise Solutions Group, Inc., headquartered in
Louisville, Ky., provides international telecommunications and
information technology systems (ITS) infrastructure services,
encompassing a comprehensive suite of consulting, design,
installation, and infrastructure management offerings.  Beacon's
portfolio of infrastructure services spans all professional and
construction requirements for design, build and management of
telecommunications, network and technology systems infrastructure.
Professional services offered include consulting, engineering,
program management, project management, construction services and
infrastructure management services.  Beacon offers these services
under either a comprehensive contract option or unbundled to the
Company's global and regional clients.

The Company's balance sheet at June 30, 2012, showed $7.3 million
in total assets, $8.8 million in total liabilities, and a
stockholders' deficit of $1.5 million.

For the nine months ended June 30, 2012, the Company generated a
net loss of $5.9 million, which included a non-cash impairment of
intangible assets of $2.1 million and other non-cash expenses
aggregating $1.9 million.  Cash used in operations amounted to
$1.0 million for the nine months ended June 30, 2012.  As of June
30, 2012, the Company's accumulated deficit amounted to $42.6
million, with cash and cash equivalents of $75,000 and a working
capital deficit of $4.9 million.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in its quarterly report for the
period ended June 30, 2012.


BIOFUEL ENERGY: Incurs $5.3 Million Net Loss in First Quarter
-------------------------------------------------------------
Biofuel Energy Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $5.32 million on $89.04 million of net sales for the three
months ended March 31, 2013, as compared with a net loss of $11.09
million on $139.41 million of net sales for the same period a year
ago.

The Company's balance sheet at March 31, 2013, showed $249.02
million in total assets, $198.98 million in total liabilities and
$50.04 million in total equity.

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

                       http://is.gd/0xwdvb

                       About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

Biofuel Energy disclosed a net loss of $46.32 million on $463.28
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $10.36 million on $653.07 million of net sales
during the prior year.

Grant Thornton LLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company incurred a net loss of $46.3 million during the year
ended Dec. 31, 2012, is in default under the terms of the Senior
Debt Facility, and has ceased operations at its Fairmont ethanol
facility.  These conditions, among other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.

                        Bankruptcy Warning

"Although the Company intends to diligently explore and pursue any
number of strategic alternatives, we cannot assure you that it
will be able to do so on terms acceptable to the Company or to the
lenders under the Senior Debt Facility, if at all.  In addition,
in either the case of a transfer of the assets of the Operating
Subsidiaries to the lenders under the Senior Debt Facility or a
sale of one or both of our plants ...  we cannot assure you as to
what value, if any, may be derived for shareholders of the Company
from such transfer or sale.  The lenders under the Senior Debt
Facility could also elect to exercise their remedies under the
Senior Debt Facility and take possession of their collateral,
which could require us to seek relief through a filing under the
U.S. Bankruptcy Code," according to the Company's annual report
for the year ended Dec. 31, 2012.


BIOLIFE SOLUTIONS: Incurs $7,000 Net Loss in First Quarter
----------------------------------------------------------
Biolife Solutions, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $7,176 on $2.16 million of total revenue for the
three months ended March 31, 2013, as compared with a net loss of
$296,877 on $835,880 of total revenue for the same period during
the prior year.

The Company's balance sheet at March 31, 2013, showed $3.41
million in total assets, $15.81 million in total liabilities and a
$12.40 million total shareholders' deficiency.

Mike Rice, chief executive officer, said, "Overall, we are pleased
with our performance in the first quarter of 2013.  We continued
to meet demand from our contract manufacturing customers and have
expanded our production and warehouse facilities to support growth
in this service revenue line.  We also negotiated a new
intellectual property license agreement with a leading
regenerative medicine company that resulted in license revenue of
$0.6 million in the quarter.  This is continued validation of the
unique and critical value proposition of our proprietary
technologies.  Core product sales to the regenerative medicine
market were lower than expected, highlighting uneven product
ordering patterns from customers that are developing these novel
therapies, due to the pace of product evaluations, adoption, and
clinical trials."

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

                        http://is.gd/KLhR7U

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

BioLife Solutions disclosed a net loss of $1.65 million in 2012,
as compared with a net loss of $1.95 million in 2011.


BIOLITEC INC: Slapped With Fine; CEO Facing Arrest
--------------------------------------------------
Massachusetts District Judge Michael A. Ponsor last month ordered
the arrest of Biolitec AG's Chief Executive Officer Wolfgang
Neuberger and slapped sanctions against the company, and units
Biolitec, Inc., and Biomed Technology Holdings, Ltd., for
"flagrantly and intentionally violat[ing] a preliminary injunction
issued by this court."

Judge Ponsor has issued an arrest warrant for Mr. Neuberger for
civil contempt and referred the matter to the United States
Attorney's Office for criminal contempt prosecution.  Judge Ponsor
also levied these coercive fines:

     -- On May 10, 2013, the Defendants will be assessed a fine
        of $1 million;

     -- On June 1, 2013, the Defendants will be assessed a fine
        of $2 million;

     -- On July 1, 2013, the Defendants will be assessed a fine
        of $4 million;

     -- On August 1, 2013, the Defendants will be assessed a fine
        of $8 million;

     -- After August 1, the Defendants will be assessed a fine of
        $8 million on the first of each month.

The fines and incarceration for civil contempt will continue until
the Defendants effectively restore the status quo existing prior
to the violation of the court's order.

AngioDynamics and Biolitec, based in Jena, Germany, were parties
to a Supply and Distribution Agreement dated April 1, 2002.  The
parties have a long-running dispute over Biolitec's duty to
indemnify and defend AngioDynamics against patent infringement
claims.

In January 2008, AngioDynamics sued Biolitec for breach of the
indemnification provisions of the Supply and Distribution
Agreement in the United States District Court for the Northern
District of New York.  In November 2012, the New York District
Court awarded AngioDynamics just over $23 million.  Biolitec has
taken an appeal from the judgment.

In October 2009, fearing that Biolitec was systematically
funneling assets to certain of its related entities -- Biolitec
AG, BioMed Technology Holdings, Ltd., CeramOptec Industries, Inc.,
and Wolfgang Neuberger -- to make any potential judgment
uncollectible, AngioDynamics brought suit in the United States
District Court for the District of Massachusetts.  The complaint
alleges Biolitec AG, BioMed, and Neuberger fraudulently removed
assets amounting to $18 million from Biolitec to render the Debtor
judgment proof.  The complaint seeks to pierce the corporate veil,
to collect judgment from the parent and related entities of
Biolitec, and to void the alleged $18 million in fraudulent
transfers.

In August 2012, AngioDynamics sought a preliminary injunction from
the Massachusetts District Court to freeze the defendants' assets
and prohibit Biolitec AG from completing a downstream merger with
Biolitec AG Austria.  The Massachusetts District Court on
September 13, 2012, entered a temporary restraining order and then
a preliminary injunction.

The defendants filed an expedited appeal from the Massachusetts
Injunction with the United States Court of Appeals for the First
Circuit. That appeal was heard on April 1, 2013 and the First
Circuit ruled the same day affirming the Massachusetts Injunction,
finding the appeal to be without merit.

Prior to the decision of the First Circuit, counsel for Biolitec
AG advised the Court that the downstream merger had taken place
and that, while it does not believe the Massachusetts Injunction
was violated because its corporate headquarters had not moved from
Germany to Austria, any dispute with regard to the Related
Entities' compliance with the Massachusetts Injunction should be
adjudicated in the Massachusetts District Court.

AngioDynamics filed the emergency motion for contempt.

On April 3, the district court heard oral arguments on
AngioDynamics' motion for contempt.  At that hearing, the district
court ordered individual Mr. Neuberger to appear in person at a
hearing on April 10 to show cause why he should not be held in
civil or criminal contempt.

In direct defiance of the court's order to personally appear, Mr.
Neuberger notified the court that he would not attend the show-
cause hearing because he was "afraid that the Court may grant
ADI's request to incarcerate him until Biolitec AG relocates its
corporate domicile back to Germany."

Karen Gullo & Janelle Lawrence, writing for Bloomberg News,
reported that Biolitec spokesman Joern Gleisner said the company's
U.S. lawyer will appeal the order.

The case is, ANGIODYNAMICS, INC., Plaintiff, v. BIOLITEC AG,
WOLFGANG NEUBERGER, BIOLITEC, INC., and BIOMED TECHNOLOGY
HOLDINGS, LTD. Defendants, C.A. No. 09-CV-30181-map (D. Mass.).  A
copy of the District Court's April 11, 2013 Memorandum and Order
is available at http://is.gd/ngY58Rfrom Leagle.com.

                        About Biolitec Inc.

Biolitec, Inc., is a member of the Biolitec Group, a multinational
group of affiliated companies that is a global market leader in
the manufacture and distribution of fiber optic devices and
products such as medical lasers and fibers, photo-pharmaceuticals
and industrial fiber optics.  Biolitec AG, a German public company
listed on the highly regulated Prime Standard segment of the
Frankfurt stock exchange, is the ultimate parent of the Debtor.

Biolitec, Inc., filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-11157) on Jan. 22, 2013, to stop competitor AngioDynamics
Inc. from collecting $23 million it won in a breach of contract
lawsuit.  Brian K. Foley signed the petition as chief operating
officer.  In its schedules, the Debtor listed $8,986,073 in assets
and $46,286,763 in liabilities.


BION ENVIRONMENTAL: Incurs $1 Million Net Loss in March 31 Qtr.
---------------------------------------------------------------
Bion Environmental Technologies, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $1.09 million on $10,379 of revenue
for the three months ended March 31, 2013, as compared with a net
loss of $931,481 on $0 of revenue for the same period during the
prior year.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $4.72 million on $10,379 of revenue, as compared with
a net loss of $5.83 million on $0 of revenue for the same period a
year ago.

The Company's balance sheet at March 31, 2013, showed $7.73
million in total assets, $10.47 million in total liabilities,
$20,900 in series B redeemable convertible preferred stock, and a
$2.76 million total deficit.

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

                        http://is.gd/DCvgWV

                      About Bion Environmental

Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).

The Company reported a net loss applicable to the Company's common
stockholders of $7.35 million on $0 of revenue for the year ended
June 30, 2012, compared with a net loss applicable to the
Company's common stockholders of $7.54 million on $0 of revenue
for the same period during the prior year.

GHP Horwath, P.C., in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended June 30, 2012.  The independent auditors noted
that the Company has not generated revenue and has suffered
recurring losses from operations which raise substantial doubt
about its ability to continue as a going concern.


BON-TON STORES: Corrects Report on Adjusted EBITDA Guidance
-----------------------------------------------------------
The Bon-Ton Stores, Inc., filed a Form 8-K on May 13 that
erroneously attached a wrong version of a press release announcing
certain sales results and Adjusted EBITDA guidance for the first
quarter and full year of fiscal 2013.  The Company has amended the
Form 8-K to attach the correct press release with the correct
first quarter Adjusted EBITDA guidance of $13 million to $15
million.

Comparable store sales for the first quarter of fiscal 2013
increased 1.2 percent over the first quarter of fiscal 2012.
Total sales increased 1 percent to $646.9 million, compared with
$640.8 million for the first quarter of fiscal 2012.  The Company
is providing Adjusted EBITDA guidance for the first quarter of
fiscal 2013 in a range of $13 million to $15 million and, as
previously disclosed, full-year fiscal 2013 Adjusted EBITDA
guidance in a range of $180 million to $200 million.

Brendan Hoffman, president and chief executive officer, commented,
"We are pleased with our comparable store sales results in the
first quarter, particularly in light of the unfavorable impact of
winter storms, flooding and colder than normal temperatures
throughout the quarter.  In spite of the weather, which we believe
ultimately reduced our total and comparable store sales, this
performance reflects ongoing sequential improvement in our
comparable store sales trend.  We also saw increased penetration
of proprietary credit card sales due to concentrated efforts to
drive this business."

                        About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 11 furniture galleries, in 24 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

Bon-Ton Stores disclosed a net loss of $21.55 million for the year
ended Feb. 2, 2013, as compared with a net loss of $12.12 million
for the year ended Jan. 28, 2012.  The Company's balance sheet at
Feb. 2, 2013, showed $1.63 billion in total assets, $1.52 billion
in total liabilities and $110.60 million in total shareholders'
equity.

                             *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.


BON-TON STORES: S&P Rates $300MM Sr. Secured Notes Due 2021 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
issue-level rating to Bon-Ton Department Stores Inc.'s
$300 million senior secured notes due 2021.  S&P also assigned a
recovery rating of '4', indicating its expectation of average
(30% - 50%) 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 on The Bon-Ton Stores Inc.  The
outlook is stable.  According to the company, it will use the
proceeds of the note issuance to redeem the remainder of the
outstanding 10.25% senior notes due 2014 and a portion of the
10.625% senior secured notes due 2017.

"The ratings on Bon-Ton reflect Standard & Poor's Ratings
Services' assessment that the company's business risk profile will
remain "vulnerable" and its financial risk profile will be "highly
leveraged" over the next year," said credit analyst David Kuntz.
"Its vulnerable business profile reflects its relatively small
scale in the highly competitive department store sector, its
historical difficulties in growing revenues aside from
acquisitions, and productivity measures below many of its
department store peers.  In S&P's opinion, the company is
meaningfully smaller than some of its principal competitors, such
as J.C. Penney Co. Inc., Kohl's Corp., and Macy's Inc.  S&P do not
foresee any material improvement to Bon-Ton's competitive position
over the next year."

The stable outlook reflects S&P's forecast that positive
performance trends will continue over the next 12 months.  S&P
believes the same-store sales and growth in omnichannel will
result in modestly positive revenue growth.  S&P expects margins
gains due to its rebalancing of merchandise, improved inventory
controls, and expense reductions.  In S&P's view, liquidity will
remain adequate over the next year and the company will have
sufficient free operating cash flow and availability under its
revolving credit facility to fund strategic initiatives, capital
expenditures, and working capital.

S&P could lower its rating if performance erosion resumes because
of merchandise missteps which result in an increase in markdown
activity.  Under this scenario, total sales per square foot would
decline in the mid-single digits and margins would fall more than
150 basis points (bps) below S&P's expectations.  At that time,
interest coverage would be about 1x.

S&P could raise the rating on Bon-Ton if the company can
demonstrate consistent, positive sales-per-square-foot growth in
the low-single digits on a sustained basis over the next year.
Under this scenario, improved merchandise would enable the company
to improve margins by about 100 bps, leading to leverage at about
5.5x.


BONDS.COM GROUP: Reports $2.3-Mil. Net Income in First Quarter
--------------------------------------------------------------
Bonds.com Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $2.30 million on $2.02 million of revenue for the three months
ended March 31, 2013, as compared with a net loss of $1.08 million
on $2.06 million of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed $8.36
million in total assets, $5.75 million in total liabilities and
$2.60 million in total stockholders' equity.

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

                        http://is.gd/WYQEdQ

                      About Bonds.com Group

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

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

Bonds.com Group disclosed a net loss of $6.98 million in 2012, as
compared with a net loss of $14.45 million in 2011.

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


BROADCAST INTERNATIONAL: Incurs $1.8 Million Net Loss in Q1
-----------------------------------------------------------
Broadcast International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.88 million on $1.48 million of net sales for the
three months ended March 31, 2013, as compared with a net loss of
$185,477 on $1.74 million of net sales for the same period during
the prior year.

The Company's balance sheet at March 31, 2013, showed
$2.64 million in total assets, $9.07 million in total liabilities,
and a $6.43 million total stockholders' deficit.

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

                        http://is.gd/KC1wso

                   About Broadcast International

Based in Salt Lake City, Broadcast International, Inc., installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

The Company reported net income of $1.30 million in 2011, compared
with a net loss of $18.66 million in 2010.


CAMEO HOMES: 9th Cir. BAP Allows Informal Proof of Claim
--------------------------------------------------------
The U.S. Bankruptcy Appellate Panel for the Ninth Circuit reversed
a bankruptcy order denying the motions filed by VRE Acceptance LLC
and Virtual Realty Enterprises LLC for "determination that their
claims were properly filed" in the Chapter 11 cases of both James
C. Gianulias and Cameo Homes, where Mr. Gianulias was the sole
shareholder.

VREA and Virtual Realty argued that they had filed proper, formal
proofs of claim as to both Gianulias and Cameo because they had
complied with the Debtors' claim filing process in reliance on a
second bar date notice, and the accompanying proof of claim form,
and that any failure to comply with the filing requirements
resulted from confusion created by the Debtors' use of two bar
date notices.  Alternatively, the creditors argued that the proofs
of claim that were filed in the now-consolidated bankruptcy case
should be treated and allowed as informal proofs of claim in the
Cameo bankruptcy case.

The Creditors' Trust, established to oversee receipts and
disbursements to unsecured creditors in Class 3 under the
confirmed plan for the Debtors, responded to the creditors' motion
on March 7, 2012.  The Trust argued that the bar notices were not
ambiguous, that VREA and Virtual had admitted receiving both
notices, that the creditors' filed proofs of claim were inadequate
to constitute a formal proof of claim in the Cameo case, that the
creditors' request that the bankruptcy court allow informal proofs
of claim in the Cameo case was a belated attempt to amend the
filed claims, and that the creditors had not established that
allowance of their informal claims would not prejudice other
creditors.

A hearing on VREA and Virtual's motion was held on March 27, 2012.
After hearing arguments of counsel, the bankruptcy court denied
the creditors' motion.  "These were administratively consolidated
cases and bankruptcy lawyers know you have to file separate claims
in each case. They were not substantively consolidated. There were
two lawyers and, frankly, a proof of claim is a form that counsel
can do on their own without getting it from the court," the
bankruptcy judge said.

Neither the oral ruling nor the bankruptcy court's order denying
the motion addressed VREA and Virtual's alternative argument that
they had presented an allowable informal proof of claim in the
Cameo case.  The creditors timely appealed.

A three-judge panel of the Ninth Circuit BAP held that, "Applying
a de novo standard of review, and consistent with the Ninth
Circuit command that we look to the substance and not the form of
documents offered as informal proofs of claim, we conclude that
the VREA and Virtual [proofs of claim] filed in the Gianulias
bankruptcy case constitute valid informal proofs of claim in the
Cameo bankruptcy case."

James C. Gianulias was a California real estate developer who
developed dozens of commercial and residential real estate
projects over the last forty years.  Gianulias' business practice
was to vest the title to each new development project in a
separate entity, usually a limited liability company or limited
partnership.

In 1968, Gianulias founded Cameo Homes, a California corporation;
he was its sole shareholder. For each project he developed,
Gianulias would install Cameo as the general partner or managing
member of the owner-entity, together with granting it a small
ownership interest in the entity.  Gianulias would hold the
remaining ownership interests and, although Cameo was usually
designated as the managing entity, Gianulias controlled each
project.

One such project was a proposed multi-phase, 83-unit condominium
project in Carlsbad, California.  Gianulias organized Arenal Road,
LLC, to develop the Project. On September 16, 2006, Arenal Road
entered into a construction loan agreement with Bank Midwest which
allowed it to borrow up to $60,629,568 for the Project, secured by
a Note and Deed of Trust on the Project.  Gianulias and Cameo both
executed a single continuing guaranty agreement with Bank Midwest
on September 16, 2006, for the Construction Loan. VREA purchased
the Construction Loan from Bank Midwest on June 11, 2008. At the
time of purchase by VREA, the Construction Loan balance was
$11,754,741.  After a default, VREA foreclosed on the Project on
June 13, 2008.

Also on September 16, 2006, Arenal Road obtained a loan from
Virtual for $11,590,118, secured by a Note and Deed of Trust, to
purchase certain real property related to the Project.  Gianulias
and Cameo also both signed a single guaranty of the Land Loan.

On June 6, 2008, three creditors (not involved in the appeal)
filed separate involuntary bankruptcy petitions under chapter 7
against Gianulias and Cameo.  The Gianulias bankruptcy case was
assigned case number 08-13150; the Cameo case was assigned case
number 08-13151.  Gianulias and Cameo each eventually consented to
the entry of an Order for Relief, and then requested that the
cases be converted to chapter 11 on July 1, 2008.  The bankruptcy
court granted their motions to convert the two bankruptcy cases to
chapter 11 on July 2, 2008.

On July 22, 2008, Gianulias and Cameo filed motions for orders
authorizing the joint administration of the two separate
bankruptcy cases. The bankruptcy court granted the motions in part
on July 25, 2008, allowing joint administration of the cases, but
deferring any decision regarding consolidation of the debtors'
accounts for a further hearing. After a final hearing on the
motions was conducted on August 8, 2008, the bankruptcy court
confirmed its order of July 25, 2008, that the cases were jointly
administered, but denied the requests to consolidate the two
debtors' accounts.

On November 10, 2008, VREA and Virtual each filed a POC with the
bankruptcy court. VREA filed POC 38 in the amount of $12,131,120.
The filed POC listed only one debtor, Gianulias, and only one of
the bankruptcy case numbers, 08-13150.

Virtual filed POC 39 in the amount of $12,981,470.  That POC also
lists only one debtor, Gianulias, and one case number, 08-13150.

The Debtors had filed a motion to substantively consolidate the
two bankruptcy cases on November 7, 2008.

A Joint Committee of Unsecured Creditors for the two bankruptcy
cases had been appointed on August 4, 2008.  The Joint Committee
and the Debtors executed a stipulation to substantively
consolidate the two bankruptcy cases, which was approved in an
order entered by the bankruptcy court on December 10, 2008.

Without objection, the bankruptcy court confirmed the Debtors'
Fourth Amended Plan of Reorganization in the consolidated
bankruptcy case on July 19, 2010.  Under the confirmed plan, a
Creditors' Trust was established to oversee receipts and
disbursements to unsecured creditors in Class 3 under the plan,
which would include the VREA and Virtual claims if allowed.
Class 3 provided that those claims in the substantively
consolidated case would be paid either in full, or pro rata with
all other unsecured claims, whichever amount was less.

The Trust was responsible for objecting to unsecured claims by
December 6, 2010, and any claims not objected to were to be deemed
allowed under the plan.  Payments to the unsecured creditors were
originally scheduled to begin on September 12, 2012.

The appellate case is, VRE ACCEPTANCE, LLC; VIRTUAL REALITY
ENTERPRISES, LLC, Appellants, v. THOMAS SEAMAN, Trustee of the
Creditors Trust for the Reorganized Debtors James C. Gianulias and
Cameo Homes, Appellee, BAP No. CC-12-1194-PaDKl (9th Cir. BAP).

A copy of the Ninth Circuit BAP's April 5 Memorandum is available
at http://is.gd/YMdbcxfrom Leagle.com.

Bergeron H. Pierre, Esq. -- pierre.bergeron@squiresanders.com --
at Squire Sanders (US) LLP argued for appellants VRE Acceptance,
LLC and Virtual Reality Enterprises, LLC.

Elissa D. Miller, Esq. -- emiller@sulmeyerlaw.com -- at
SulmeyerKupetz, APC argued for appellee Thomas Seaman.


CAPITOL CITY: Incurs $36,000 Net Loss in First Quarter
------------------------------------------------------
Capitol City Bancshares, Inc., filed with the U.S. Securties and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss available to common shareholders of $36,297 on $3.02
million of total interest income for the three months ended
March 31, 2013, as compared with a net loss available to common
shareholders of $812,657 on $3.56 million of total interest income
for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $300.06
million in total assets, $291.86 million in total liabilities and
$8.20 million in total stockholders' equity.

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

                        http://is.gd/h8nX6x

                         About Capitol City

Atlanta, Georgia-based Capitol City Bancshares, Inc., was
incorporated under the laws of the State of Georgia for the
purposes of serving as a bank holding company for Capitol City
Bank and Trust Company.  The Bank operates a full-service banking
business and engages in a broad range of commercial banking
activities, including accepting customary types of demand and
timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.

Capitol City Bancshares disclosed a net loss of $1.73 million in
2012, as compared with a net loss of $1.59 million in 2011.

Nichols, Cauley and Associates, LLC, in Atlanta, Georgia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company is operating under regulatory
orders to, among other items, increase capital and maintain
certain levels of minimum capital.  As of Dec. 31, 2012, the
Company was not in compliance with these capital requirements.  In
addition to its deteriorating capital position, the Company has
suffered significant losses related to nonperforming assets, and
has significant maturities of liabilities within the next twelve
months.  These matters raise substantial doubt about the ability
of Capitol City and subsidiaries to continue as a going concern

CASCADES INC: S&P Lowers Corp. Credit Rating to 'B+'
----------------------------------------------------
Standard & Poor's Ratings Services said it lowered the long-term
corporate credit rating on Kingsey Falls, Que.-based packing and
tissue manufacturer Cascades Inc. to 'B+' from 'BB-'.  The outlook
is stable.

Standard & Poor's also lowered its issue-level rating on Cascades'
revolving credit facility to 'BB' from 'BB+'.  The '1' recovery
rating on the revolver is unchanged.  In addition, Standard &
Poor's lowered its the issue-level rating on the company's senior
notes to 'B' from 'B+'.  The '5' recovery rating on the senior
notes is unchanged.

"The downgrade reflects our view that Cascades' profitability has
weakened, primarily in the company's containerboard segment,
resulting in a slower pace of deleveraging, and weaker cash flow
generation than previously expected," said Standard & Poor's
credit analyst Jamie Koutsoukis.

The ratings on Cascades reflect what Standard & Poor's views as
the company's "weak" business risk profile and "aggressive"
financial risk profile.  Cascades strengths comprise a diverse
revenue stream that includes stable revenues from its tissues
segment, the company's good market position in consolidated
industries, and vertical integration with fiber sourcing
operations.  These strengths are offset, in S&P's opinion, by
exposure to cyclical boxboard and containerboard markets, volatile
recycled fiber prices, and a large amount of debt in its capital
structure.

Cascades is an integrated packaging and tissue company that
manufactures, converts, collects, and processes recycled paper.
It is the No. 1 containerboard producer in Canada, the second-
largest producer of coated recycled boxboard in Europe, and
fourth-largest tissue producer in North America.  The company
operates facilities in Canada, the U.S., and Europe.

The stable outlook reflects S&P's view that the company will
generate slight growth in revenue and EBITDA through 2013 and that
its leverage metrics will remain commensurate with an aggressive
financial risk profile, albeit on the weaker end, in the next
year.  Based on S&P's expectation of recycled input prices, it
believes EBITDA generation will improve slightly, and leverage
will gradually decline in subsequent years; however, leverage will
remain greater than 5x over S&P's forecast period.

Standard & Poor's would likely lower the ratings on the company if
margins deteriorate further, leading to expected EBITDA below
$300 million, which would accelerate cash flow burn causing
liquidity to deteriorate below C$200 million.  Conversely, S&P
could raise the corporate credit rating on Cascades if EBITDA
improves beyond its forecast levels and free operating cash flow
is used to repay debt, reducing adjusted leverage to below 4x on a
sustained basis.


CASH STORE: Special Committee Completes Consumer Loan Probe
-----------------------------------------------------------
The Cash Store Financial Services Inc. on May 15 disclosed that
its Special Committee of independent directors has concluded its
previously announced Special Investigation.  As previously
disclosed on December 28, 2012, the Special Committee was formed
to investigate certain matters related to the acquisition of a
consumer loan portfolio from third-party lenders in late January
2012, including allegations raised regarding inappropriate
benefits that were alleged to have accrued to certain parties
related to the Company and the related accounting treatment.
Under its mandate, the Special Committee was required to
investigate and review the facts and circumstances relevant to the
allegations and to report its findings to the Audit Committee and
the Board of Directors.  To carry out its mandate, the Special
Committee engaged outside legal counsel who retained independent
forensic investigators to conduct factual inquiries necessary for
the Special Committee to fulfill its mandate.

The investigation followed a review conducted by the Company's
internal auditor under the direction of the Audit Committee of the
Board, and the restatement by the Company in December 2012 of its
unaudited interim quarterly financial statements and MD&A for
periods ended March 31, 2012 and June 30, 2012.

The investigation covered the period from December 1, 2010 to
January 15, 2013 and was carried out over four months.  It
involved interviews of current and former officers, directors,
employees and advisors of the Company and a review of relevant
documents and agreements, as well as electronically stored
information obtained from Company computers and those of
employees, former employees and directors most likely to have
information relevant to the investigation.

The Special Committee has reported its findings on the allegations
to the Board of Directors and, consistent with the recommendation
made to the Board of Directors by the Special Committee, the Board
has determined that no further corrections or restatements of
previously reported financial statements and other public
disclosures are required in relation to the Transaction.

On May 13, 2013, the Company announced that it will file amended
financial statements to correct its accrual for the British
Columbia class action settlement costs.  This restatement is not
related to the matters that were under investigation by the
Special Committee.

                   About Cash Store Financial

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

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

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

                          *     *     *

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

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


CASH STORE: Reports Adj. EBITDA of $6.7MM for 1st Quarter
---------------------------------------------------------
The Cash Store Financial Services Inc. on May 15 released
financial results for the three and six months ended March 31,
2013.  Summary financial tables are included with this release.

This release should be read in conjunction with the financial and
operations update issued by press release dated May 8, 2013.

Financial update for the three months ended March 31, 2013

-- Adjusted EBITDA of $6.7 million compared to $750,000 for the
same period last year.

-- Basic and diluted earnings per share $(0.24) compared to
$(2.36) for the same period last year.

Financial update for the six months ended March 31, 2013

-- Adjusted EBITDA of $15.8 million compared to $10.3 million for
the same period last year.

-- Basic and diluted of $(0.34) compared to $(2.31) for the same
period last year.

The Board of Directors has determined not to issue a quarterly
dividend in respect of the second quarter of fiscal 2013 for the
period ended March 31, 2013.

The Board of Directors reviews the Company's dividend distribution
policy on a quarterly basis.  This review includes evaluating the
financial position, profitability, cash flow and other factors
that the Board of Directors considers relevant.

                   About Cash Store Financial

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

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

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

                          *     *     *

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

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


CBS I LLC: Hires Charles Jack as Appraiser
------------------------------------------
CBS I, LLC, asked the U.S. Bankruptcy Court for the District of
Nevada for permission to employ Charles E. Jack IV, MAI, to
appraise the Debtor's properties and assist in the confirmation of
the Plan of Reorganization.

Mr. Jack will, among other things:

   a. perform an appraisal on 10100 W. Charleston Blvd., Las
      Vegas, Nevada; and

   b. testify at Plan Confirmation, if necessary, as expert
      witness.

The Debtor will pay Mr. Jack a flat fee of $2,500 to be due upon
Court approval.  In addition to the flat fee, the hourly rates
charged by professional person if relied upon to testify or for
preparation to testify are:

   a. not exceeding $300 per hour for time expended by a licensed
      and designated MAI appraiser for
      deposition/consulting/testimony and any hours in travel or
      waiting for deposition/consulting/
      testimony;

   b. not exceeding $225 per hour for time expended by a licensed
      certified general appraiser for
      deposition/consulting/testimony and any hours in travel or
      waiting for such deposition/consulting/
      testimony;

   c. not exceeding $100 per hour for time expended by a licensed
      Intern Appraiser for deposition/consulting/testimony and any
      hours in travel or waiting for such
      deposition/consulting/testimony; and

   d. not exceeding $50 per hour for time expended by an
      administrative associate related to responding to
      deposition/ subpoena requests, file requests, or other
      administrative work required to respond to any legal
      activities associated with the bankruptcy case.

To the best knowledge of the Debtor, Mr. Jack is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                           About CBS I

CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 12-16833) on June 7, 2012.  The Company is a limited liability
company whose sole asset consists of 71,546 square feet of gross
rentable building area on a site containing approximately 206,474
net square feet or 4.74 acres, located at 10100 West Charleston
Boulevard, in Las Vegas, Nevada.  Debtor is owned by Jeff Susa
(25%), Breslin Family Trust (25%), M&J Corrigan Family Trust (25%)
and S&L Corrigan Family Trust (25%).

The Debtor scheduled assets of $19,356,448 and liabilities of
$19,422,805.  Judge Mike K. Nakagawa presides over the case.  Jeff
Susa signed the petition as manager.

The bankruptcy filing came after U.S. Bank, trustee for holders of
the $16.4 million mortgage, initiated foreclosure proceedings and
filed a lawsuit May 24, 2012, in Clark County District Court
asking that a receiver be appointed to take control of the
Summerlin building in Howard Hughes Plaza at 10100 West Charleston
Blvd., just west of Hualapai Way.

Zachariah Larson, Esq., at Marquis Aurbach Coffing, in Las Vegas,
represents the Debtor as bankruptcy counsel.  Dimitri P. Dalacas,
Esq., at Flangas McMillan Law Group, in Las Vegas, represents the
Debtor as special counsel.

Under the Plan, Holders of Class 3 Other Allowed General Unsecured
Claims will receive payment of 100% of their filed claim to be
paid in six months after entry of the confirmation order with
simple interest at a rate of 3%.

The U.S. Trustee was unable to appoint a committee of creditors
holding unsecured claims against CBS I, LLC.


CENGAGE LEARNING: Reports Talks on Prepackaged Chapter 11
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Cengage Learning Inc.'s chief executive officer said
in a conference call at the end of last week that the company is
in talks with creditors on a restructuring that may be carried out
through a so-called prepackaged Chapter 11 plan.

In March, the second-largest college textbook publisher in the
U.S. drew down $430 million, or almost all unused availability on
a revolving credit.

The conference call followed disclosure of financial statements
for the third quarter ended March 31, including a $2.76 billion
goodwill impairment charge, leaving Cengage with assets of $4.68
million against liabilities totaling $6.47 billion.  For the nine
months ended March 31, Cengage generated revenue of $1.3 billion.
The operating loss, after the impairment charge, was $2.6 billion.
The net loss was narrowed to $2.12 billion with assistance from a
$644 million tax benefit and a $144 million gain from
extinguishing debt.

In February, Stamford, Connecticut-based Cengage said it hired
Alvarez & Marsal Inc. to advise on restructuring options.  For
legal advice on restructuring, Cengage has Kirkland & Ellis LLP.


CENTRAL ARIZONA BANK: Closed; Western State Bank Assumes Deposits
-----------------------------------------------------------------
Central Arizona Bank, Scottsdale, Arizona, was closed May 14 by
the Arizona Department of Financial Institutions, which appointed
the Federal Deposit Insurance Corporation (FDIC) as receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with Western State Bank, Devils Lake, North
Dakota, to assume all of the deposits of Central Arizona Bank.

As of March 31, 2013, Central Arizona Bank had approximately $31.6
million in total assets and $30.8 million in total deposits.  In
addition to assuming all of the deposits of the failed bank,
Western State Bank agreed to purchase essentially all of the
failed bank's assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-423-6395.  The phone number will be
operational this evening until 9:00 p.m., Mountain Time (MT), and
thereafter from 9:00 a.m. to 6:00 p.m., MT. Interested parties
also can visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/centralaz.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $8.6 million.  Compared to other alternatives,
Western State Bank's acquisition was the least costly resolution
for the FDIC's DIF.  Central Arizona Bank is the 13th FDIC-insured
institution to fail in the nation this year, and the second in
Arizona.  The last FDIC-insured institution closed in the state
was Gold Canyon Bank, Gold Canyon, on April 5, 2013.


CFG HOLDINGS: Fitch Withdraws 'B-' Long-Term Issuer Default Rating
------------------------------------------------------------------
Fitch Ratings has withdrawn the ratings of CFG Holdings Ltd as the
company has chosen to stop participating in the rating process.
Therefore, Fitch will no longer have sufficient information to
maintain the ratings. Accordingly, Fitch will no longer provide
ratings or analytical coverage for CFG Holdings Ltd.

Fitch has withdrawn the following ratings:

-- Long-term IDR: 'B-'; Outlook Stable;
-- Short-term IDR: 'B'.


CODA HOLDINGS: Executives to Have Debt Forgiveness Not Bonuses
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Coda Holdings Inc. is proposing incentive bonuses for
16 high-level executives.

The report relates that although the chairman and chief executive
officer aren't participants, they aren't being forgotten.  The two
top officers purchased restricted stock with money borrowed from
Coda.  In lieu of participating in the bonus program, the two
would be released from paying the notes, according to court papers
filed last week.

According to the report, other high-level executives will share
$400,000 if the business is sold under the so-called stalking-
horse agreement where lenders would buy the business for
$25 million.  If the sale price reaches $26 million at auction,
the bonus pool rises to $415,000.  The pool increases by $10,000
on approval of a Chapter 11 plan.

There will be a May 29 hearing in bankruptcy court for approval of
the bonuses.

The hearing for approval of sale procedures will take place
May 20.  The company wants competing bids submitted by May 31,
with an auction on June 3 and the hearing to approve a sale on
June 6.  The noteholders are to be the stalking horse submitting
the first bid of $25 million at auction.  Subject to adjustment,
the price would be paid partly with the loan financing bankruptcy.

                        About CODA Holdings

Los Angeles, California-based CODA Energy --
http://www.codaenergy.com-- made an electric auto that was a
commercial failure.  The company marketed the Coda Sedan, which
sold only 100 copies.  It was an electrically powered version of
the Hafei Saibao, made in China.  After bankruptcy, Los Angeles-
based Coda intends to concentrate on making stationery electric-
storage systems.

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

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

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

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


DCP MIDSTREAM: Fitch Rates New Jr. Sub. Notes Due 2043 'BB+'
------------------------------------------------------------
Fitch Ratings assigns a 'BB+' rating to DCP Midstream LLC's
proposed issuance of junior subordinated notes due 2043. The
junior subordinated notes are assigned 50% equity credit under
Fitch's hybrid criteria. The notching of the junior subordinated
notes reflects Fitch's criteria, which typically notches such
hybrid securities two notches down from the Issuer Default Rating.
The notes will be unsecured, subordinated and junior in right of
payment to all of DCP's existing and future senior indebtedness.
Proceeds are expected to be used to repay outstanding commercial
paper and for general business purposes. The Rating Outlook is
Negative.

DCP is a 50:50 joint venture of Phillips66 (PSX) and Spectra
Energy Capital, LLC (SE; rated with a 'BBB' IDR, Stable Outlook by
Fitch). DCP's Board is composed of directors appointed by SE and
PSX proportionally. As such, DCP's owners have significant
influence on the operational and financial strategies of DCP.
However, DCP's ratings are neither linked to nor dependent on its
sponsors and no cross guarantees of debt exist. Under the terms of
its LLC agreement, DCP is required to make quarterly distributions
to its sponsors using a formula based on allocated taxable income.
These distributions are intended to cover taxes on DCP's income.
In addition, DCP makes discretionary dividend payments to its
sponsors. DCP typically dividends out nearly all of its free cash
flow to its sponsors annually.

Key Ratings Drivers

Scale/Scope of Operations: DCP is one of the largest stand-alone
natural gas processors, the largest natural gas liquids (NGL)
producer in the United States, and has a robust presence in all of
the key production regions within the country. The size and
breadth of DCP's operations allow it to offer its customers end-
to-end gathering, processing, storage and transportation
solutions, giving DCP a competitive advantage within the regions
where they have significant scale. Additionally, the company's
large asset base provides a platform for growth opportunities
across its footprint. DCP has a particular focus on the Eagle Ford
shale, the Mid-Continent, the Rockies and the Permian Basin, all
areas in need of gathering and processing infrastructure, as
production in these liquids-rich regions is increasing. Much of
DCP's asset portfolio is composed of 'must-run' type assets - as
long as oil and gas is flowing from the wells and basin they
access, DCP will process the gas.

Commodity Price Exposure: DCP does not hedge its commodity risk
directly, instead it tries to balance its contract mix to help to
reduce exposure to commodity price volatility while still
providing what management feels is an appropriate amount of upside
should commodity prices continue to show strength. DCP uses a mix
of fixed-fee, Percentage-of-Proceeds, and keep-whole contracts to
give the company some offsetting commodity exposure which
management believes gives them the appropriate risk/reward for the
business.

Weak Commodity Price Environment: Fitch expects DCP's 2013
earnings/cash flow/credit metrics to be negatively affected by the
current commodity price environment. Overall, DCP's earnings and
cash flow are most highly sensitive to NGL pricing. NGL prices
continue to languish. NGL supplies, particularly ethane and
propane, are high. Natural gas prices have seen moderate uplift
and natural gas in storage has reverted to near five-year
averages. Fitch expects minor price improvements for NGLs in 2013,
as propane exports continue to ramp up. However, Fitch expects
that the NGL-to-Crude price ratio remains closer to 45%-50% rather
than the greater than 60% it averaged for 2011.

Supportive Ownership/Conservative Capital Discipline: DCP
management targets between 2.5x-3.5x debt-to-EBITDA throughout the
commodity price cycle and greater than 5.0x EBITDA interest
coverage (excluding EBITDA of its master limited partnership [MLP]
subsidiary DPM and non-recourse debt). Prior to the most recent
capital spending cycle DCP consistently met these targets even in
low commodity price environments. DCP's owners have in the past
exhibited a willingness to forgo dividends, and an ability to
operate within its operating cash generation as capital market
access tightened and commodity prices fell during the 2008/2009
down cycle.

Large-Scale Capital Program: The ratings consider that DCP is in
the middle of a large-scale capital expenditure program, with
roughly $1.8 billion in capital expected to be invested in 2013.
Given the anticipated investments and the company's sizable,
though flexible, dividends, Fitch's expectations are that DCP will
generate negative free cash flow for 2013 and credit metrics will
remain weak. Fitch believes, however, that the inherent risks of
the capital program are partially mitigated by the focus on
organic projects which will continue to expand the scope and scale
of DCP's operations and provide attractive returns once completed.

Ability to Monetize Assets/Access Equity Markets through MLP: DCP
has the ability to monetize assets through dropdowns to subsidiary
DPM without relinquishing operation control. DPM provides DCP
access to equity markets and a low cost of capital financing
vehicle. It also provides the ability to fund capex and debt
repayment with dropdown proceeds while maintaining an operating
interest in the assets and financial interest in cash flows. DCP's
general partner interests include incentive distribution rights.
As distributions grow beyond a minimum level, DCP, as the general
partner, shares in a larger percentage of incremental cash flows.
Should DCP continue a strategy of 'dropping' assets to DPM, it
affects the level of the incentive distribution rights, thereby
increasing its share of the distribution stream up to a maximum of
50% of incremental distributions. This provides another capital
financing option for DCP to help meet its capital needs.

Adequate Liquidity: DCP's liquidity is adequate with roughly $1.3
billion in availability under DCP's $2 billion revolver as of
March 31, 2013. DCP was in compliance with the leverage covenant
under its revolver which requires DCP to maintain a consolidated
leverage ratio (Debt/EBITDA as defined in the facility) of less
than 5.0x. As of Dec. 31, 2012, DCP's leverage ratio was 4.1x as
calculated under the credit facility. Near-term maturities are
manageable with DCP having a $250 million maturity of senior
unsecured notes in December 2013.

Ratings Sensitivities

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

  -- Fitch expects 2013 stand-alone debt-to-EBITDA of roughly
     4.2x improving to between 3.0x-3.5x by 2014. Should an
     improvement in leverage fail to materialize, Fitch would
     likely take a negative rating action.

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

  -- Leverage improvement back towards the 2.5x-3.0x management
     target in a normalized commodity price environment. Should
     Fitch's stand-alone leverage measures expectations continue
     to show the improvement listed above (4.2x for 2013;
     3.0x-3.5x for 2014), Fitch would likely revise the Negative
     Outlook.

  -- Change in hedging strategy to limit commodity price
     volatility exposure.


DELTATHREE INC: Incurs $356,000 Net Loss in First Quarter
---------------------------------------------------------
deltathree, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $356,000 on $3.73 million of revenues for the three months
ended March 31, 2013, as compared with a net loss of $542,000 on
$2.84 million of revenues for the same period during the prior
year.

deltathree disclosed a net loss of $1.57 million in 2012, a net
loss of $3.05 million in 2011 and a $2.49 million net loss in
2010.

The Company's balance sheet at March 31, 2013, showed $1.42
million in total assets, $7.40 million in total liabilities and a
$5.97 million in total stockholders' deficiency.

"Due to the limited availability of additional loan advances under
the Fourth Loan Agreement, the Company believes that, unless it is
able to increase revenues and generate additional cash flows, its
current cash and cash equivalents will not satisfy its current
projected cash requirements beyond the foreseeable future.  As a
result, there is substantial doubt about the Company's ability to
continue as a going concern."

Brightman Almagor Zohar & Co., in Tel Aviv, Israel, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012, citing recurring
losses from operations and deficiency in stockholders' equity that
raise substantial doubt about its ability to continue as a going
concern.

                         Bankruptcy Warning

"In view of the Company's current cash resources, nondiscretionary
expenses, debt and near term debt service obligations, the Company
may begin to explore all strategic alternatives available to it,
including, but not limited to, a sale or merger of the Company, a
sale of its assets, recapitalization, partnership, debt or equity
financing, voluntary deregistration of its securities, financial
reorganization, liquidation and/or ceasing operations.  In the
event that the Company requires but is unable to secure additional
funding, the Company may determine that it is in its best
interests to voluntarily seek relief under Chapter 11 of the U.S.
Bankruptcy Code."

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

                        http://is.gd/jnjrmO

                          About deltathree

Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.


DISH DBS: Fitch Rates New $2.5-Bil. Senior Secured Notes 'BB-'
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to DISH DBS
Corporation's (DDBS) proposed $2.5 billion offering of senior
secured notes. DDBS is a wholly owned subsidiary of DISH Network
Corporation (DISH, Fitch Issuer Default Rating of 'BB-'). Proceeds
from the offering are expected to be used for general corporate
purposes including spectrum-related transactions which will
support the company's unspecified wireless strategy. The Rating
Outlook for all of DISH's ratings remains Negative. DISH had
approximately $11.9 billion of debt outstanding as of March 31,
2013.

Proceeds generated from the issuance are expected to be placed in
escrow to be released to fund part of the cash consideration
related to DISH's proposed merger with Sprint Nextel Corporation
(Sprint). The notes will be redeemed with cash from the escrow
account in the event the merger with Sprint does not occur by the
escrow end date.

Key Rating Drivers

The rating reflects the following key factors:

-- Weakening credit protection metrics;

-- DISH's $25.5 billion bid for Sprint would create a compelling
    combination of assets, spectrum and service offering that
    could uniquely position the combined entity with a stronger
    overall competitive position;

-- Fitch believes the higher debt levels, along with elevated
    execution and integration risks associated with the proposed
    transaction in its current state will likely have negative
    ratings consequences for DISH; and

-- Inconsistent operating results.

DISH's credit profile has weakened considerably due to
inconsistent operating performance and elevating debt levels,
which together with the uncertainty related to the resolution of
the company's bid for Sprint, limits its financial flexibility at
the current ratings level. On a pro forma basis, total debt
outstanding as of March 31, 2013 including the current issuance
and company's issuance of its 4.25% senior notes due 2018 and its
5.125% senior notes due 2020 is approximately $16.7 billion.
DISH's leverage increases to 5.8x on a pro forma basis as of
March 31, 2013 calculated on a last 12-month (LTM) basis which is
certainly outside the bounds of the current rating category. The
cash proceeds from the company's incremental debt issuances have
largely remained on its balance sheet purportedly to support
DISH's wireless strategy.

DISH has amassed nearly $12 billion of cash and marketable
securities and would require an additional $9.3 billion of debt
financing to fund the merger with Sprint. DISH claims the combined
company generated approximately $9.4 billion of pro forma EBITDA,
including Clearwire and $1.8 billion of run-rate cost synergies
during 2012, and would have approximately $43.8 billion of net
debt. Fitch estimates pro forma leverage of 5.7x and 4.7x
calculated on a gross and net debt basis as of Dec. 31, 2012.

DISH's proposal includes $25.5 billion of total consideration,
consisting of approximately $17.3 billion of cash and $8.2 billion
of DISH common stock. Sprint shareholders would receive $4.76 in
cash and 0.05953 DISH shares per Sprint share. Sprint shareholders
would own 32% of the combined entity. The transaction would be
subject to typical regulatory review if accepted by Sprint.

The Negative Outlook encompasses the elevated debt levels and the
potential capital and execution risks associated with DISH's
proposed acquisition of Sprint. The economic viability of the
strategy is questionable given the presence of strong entrenched
market participants particularly if DISH's wireless offering fails
to provide any meaningful service differentiation from established
competitive offerings. Fitch acknowledges that a wireless network
can potentially provide DISH with further strategic flexibility
and enable the company to diversify its business and capture
incremental revenue and cash flow growth.

The company's liquidity position is strong and supported by cash
and marketable securities on hand and expected, but diminishing,
free cash flow generation. Cash marketable security balances, pro
forma for the contemplated senior note issuance, will increase to
approximately $11.9 billion. The company also benefits from a
favorable maturity schedule, as the next scheduled maturity is in
2013 totaling $500 million followed by $1 billion during 2014.
Fitch notes, however, that the company does not maintain a
revolver, which increases DISH's reliance on capital market access
to refinance current maturities, elevating the refinancing risk
within the company's credit profile. The risk is offset by the
company's consistent access to capital markets and strong
execution.

DISH generated approximately $285 million of free cash flow
(defined as cash flow from operations less capital expenditures
and dividends) during the LTM ended March 31, 2013. Fitch expects
capital intensity will be relatively consistent over the near term
and that capital expenditures will continue to focus on subscriber
retention and capitalized subscriber premises equipment.

Fitch believes the company's overall credit profile has limited
capacity to accommodate DISH's inconsistent operating performance.
While subscriber metrics remain weak, they have stabilized
somewhat relative to historical results. Higher programming and
subscriber acquisition costs have had a dramatic effect on the
company's operating margins and EBITDA generation. These factors
contributed to a 13.2% year-over-year decline of DISH's EBITDA
during the first quarter of 2013. EBITDA margin during the current
period fell 290 basis points compared to last year, to 19.6%.
Fitch expects margins to rebound somewhat during 2013 as the
company has elected to take a price increase.

Additional rating concerns center on DISH's ability to adapt to
the evolving competitive landscape, DISH's lack of revenue
diversity and narrow product offering relative to its cable MSO
and telephone company video competition, and an operating profile
and competitive position that continue to lag behind its peer
group. DISH's current operating profile is focused on its maturing
video service offering and lacks growth opportunities relative to
its competition.

Rating Sensitivities

Revision of the Outlook to Stable at the current rating level can
occur if the company demonstrates it can execute its wireless
strategy in a credit-neutral manner. In addition, operating
metrics, in particular, subscriber additions, ARPU growth and
EBITDA margins will need to begin to trend positive.

Fitch believes negative rating action will likely coincide with
the company's decision to execute a wireless strategy, or other
discretionary management decisions that weaken its ability to
generate free cash flow, erode operating margins, and increase
leverage higher than 5x without a clear strategy to de-lever the
company's balance sheet.


DISH DBS: S&P Rates $2.5 Billion Senior Unsecured Notes 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '4' recovery rating to DISH DBS Corp.'s proposed
$2.5 billion of senior unsecured notes.  At the same time, S&P
placed the issue-level rating on the proposed notes on CreditWatch
with negative implications, in line with its ratings on the
company's existing senior unsecured debt.  DISH DBS Corp. is the
main subsidiary of Englewood, Colo.-based satellite TV provider
DISH Network Corp. (DISH).  S&P expects net proceeds from the
notes to be put into escrow to be used to finance a portion of the
cash consideration for DISH's proposed merger with Sprint Nextel
Corp., and that the notes would be redeemed in the event the
merger did not go through.

The corporate credit rating on DISH is 'BB-' and is on CreditWatch
with negative implications.

Pro forma for the proposed issuance, fully adjusted debt to EBITDA
increases to about 6x, which is high for the rating.  Under DISH's
current proposal for Sprint, S&P believes that pro forma leverage
for the combined entity would be in the low- to mid-6x area in
2013, declining to the high-5x area by 2014 due to S&P's
expectation of EBITDA improvement.  This estimate does not take
into account further potential network- or spectrum-related
investments by DISH.  In addition, if DISH were to acquire the
remaining stake in Clearwire Corp. (CCC/Watch Pos/--) that Sprint
does not own (as well as the assumption of about $4.4 billion in
Clearwire debt and $3.8 billion of the present value of operating
leases), fully adjusted leverage could rise to the low-7x area in
2013, and decline to the high-6x area in 2014.  These metrics do
not include potential revenue and cost synergies, which would be
recognized over time and subject to integration risks.  Including
the potential for $1.8 billion in annual run rate cost synergies,
pro forma leverage would still be in the high-5x to low-6x range
in 2014.

S&P expects to resolve the CreditWatch listing when any potential
acquisition of Sprint closes, or if DISH ultimately does not
acquire Sprint, although S&P would aim to provide additional
guidance around likely rating outcomes as developments unfold,
including a potential response from Japan's SoftBank Corp. for
control of Sprint.  Since DISH's original offer, Softbank has
released new information regarding potential synergies under its
proposal, though to date it hasn't increased its offer amount.
Although S&P currently believes downgrade potential is limited to
one notch, the ultimate rating outcome will depend on the final
purchase price, S&P's view of the combined entity's business risk
profile, financial policy, integration risks, and additional debt-
financed network investments that might be needed over the next
few years.

RATINGS LIST

DISH Network Corp.
DISH DBS Corp.
Corporate Credit Rating           BB-/Watch Neg/--


New Rating; CreditWatch Action

DISH DBS Corp.
$2.5 Bil. Senior Unsecured Notes  BB-/Watch Neg
   Recovery Rating                 4


DISTRIBUTION FINANCIAL: Fitch Affirms 'C' Rating on Class D Notes
-----------------------------------------------------------------
Fitch Ratings affirms two classes of Distribution Financial
Services RV/Marine Trust 2001-1, as part of its ongoing
surveillance process, as follows:

-- Class C notes at 'BBsf; Outlook Negative';
-- Class D notes at 'C/RE0%'.

Key Rating Drivers

The transaction continues to generate negative excess spread and
the Class D is currently undercollateralized. Fitch believes the
trust will be able to pay the principal in full on the class C
note; however, the Outlook on the class C note is Negative due to
the volatile loss performance in the pool.

Fitch's analysis incorporated anticipated losses on defaulted
collateral given Fitch's recovery expectations, which are based on
collateral-specific cash flow expectations. The resulting
anticipated collateral losses were then applied to the transaction
structure, enabling Fitch to assess the impact of the losses on
the securities and available credit enhancement. Fitch will
continue to closely monitor the performance of the transaction.

Rating Sensitivity

Additional losses could lead to a downgrade of the class C note as
the transaction becomes further undercollateralized.


DOUBLE JJ RESORT: Mich. Appeals Court Vacates Probate Court Order
-----------------------------------------------------------------
The Court of Appeals of Michigan vacated the Oakland Probate
Court's order declaring that Dr. Everett Newton Rottenberg had not
gifted his daughter, Joan R. Lipsitz, the right to demand
repayment of certain loans he made during his lifetime.

The late Dr. Rottenberg have three children with his late wife,
Beatrice -- Joan, Mark and Lisa.  In the 1990s-200s, Dr.
Rottenberg made several loans to the five ranch entities owned by
Joan and her husband, Robert Lipsitz.

The Elder Rottenbergs died in 2005 and 2008.  On their demise,
most of the residue of Dr. Rottenberg's estate poured into a
trust, and most of Mrs. Rottenberg's assets poured into her own
trust.  Mark and Joan were to serve as co-trustees of the Trusts.

Even before their mother died, Joan and Mark have been in dispute.
Mark sought to compel an accounting from Joan of all loans
extended to Double JJ Ranch by their father, and accused the
Lipsitzes of commingling corporate funds among the ranch entities.
He also asserted that Joan concealed evidence of many of the loans
from their father and was withholding significant sums payable to
the trust of their deceased mother.  On the other hand, Joan
accused Mark of misusing the proceeds of the Beatrice Rottenberg
Trust (the BR Trust) without providing an accounting.

On May 28, 2008, the probate court removed Mark and Joan as co-
trustees of the BR Trust and appointed John Yun as sole, successor
trustee.

Joan went on to assert that all outstanding loans from her father
to the Double JJ Ranch have been given to her as a personal gift.

On April 29, 2010, the probate court entered an order denying
Mark's motion for partial summary disposition request by finding
that Dr. Rottenberg's loans to Double JJ are loans and not gifts.

On review, the New York County Supreme Court concluded that Mark
was not the proper party to pursue the claims concerning the
ownership of the right to demand repayment of the loans from Dr.
Rottenberg, which belonged exclusively to the trustee of the
Everett Newton Rottenberg Living Trust (the ENR Trust).

The NY County Supreme Court also concluded that any issues
concerning the status or ownership of the loans from Dr.
Rottenberg to the ranch entities, and whether the right to demand
repayment of these loans was ever gifted to Joan, should have been
litigated exclusively in the ENR Trust proceedings -- and not in
the BR Trust proceedings.

Against this backdrop, the NY County Supreme Court vacated the
probate court's April 29, 2010 order, and remanded the matter for
further proceedings.

The appeals case is MARK F. ROTTENBERG, Petitioner-Appellee, v.
JOAN R. LIPSITZ, Respondent-Appellant, and LAUREN UNDERWOOD and
JOHN YUN, Intervenors-Appellees, and LISA FRIEDMAN, Intervenor,
Case No. 297984 (NY County, Sup.).  A copy the Appeals Court's
April 4, 2013 Decision is available at http://is.gd/csyAYcfrom
Leagle.com.

On July 18, 2008, each of the five ranch entities filed for
Chapter 11 bankruptcy protection in the United States Bankruptcy
Court for the Western District of Michigan.  The five corporations
were (1) Outdoor Resources, Inc., (2) Carpenter Lake Development,
Inc., (3) Carpenter Ridge, Inc., (4) Double JJ Resort Ranch, Inc.,
and (5) American Appaloosas, Inc.  All five corporations were
liquidated and dissolved as of 2010.


DUNE ENERGY: Strategic Value Held 25% Equity Stake at May 8
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Strategic Value Partners, LLC, and its
affiliates disclosed that, as of May 8, 2013, they beneficially
owned 16,283,642 shares of common stock of Dune Energy, Inc.,
representing 25% of the shares outstanding.  Strategic Value
Partners previously reported beneficial ownership of 14,650,040
common shares or a 25.1% equity stake as of Dec. 20, 2012.  A copy
of the amended regulatory filing is available at:

                        http://is.gd/F28cEd

                         About Dune Energy

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

Dune Energy disclosed a net loss of $7.85 million in 2012, as
compared with a net loss of $60.41 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $266.46 million in total
assets, $118.43 million in total liabilities and $148.02 million
in total stockholders' equity.


DYNASIL CORP: Posts $7.2-Mil. Net Loss in First Quarter
-------------------------------------------------------
Dynasil Corporation of America on May 15 reported financial
results for the fiscal 2013 second quarter ended March 31, 2013.

Net revenue for the second quarter of fiscal 2013 declined $1.8
million to $10.5 million, compared with $12.3 million for the
second quarter of fiscal 2012.  Revenue declines in the Contract
Research and Instruments segments in the quarter were partially
offset by an increase in the Optics segment revenues.  Gross
profit for the second quarter of 2013 declined $300,000 to $4.8
million from $5.1 million for the same period in 2012 as gross
margins increased to 46% in the quarter compared to 41% for the
second quarter of fiscal 2012.

"The improvement in our gross margin is a result of our focus on
right-sizing the cost structure of our various businesses while we
continue to conserve cash, work through our debt issues and strive
to achieve profitability," said Dynasil Chairman and Interim CEO
Peter Sulick.  "In addition, I am happy to report that exciting
growth initiatives are underway, particularly in the Contract
Research and Optics segments of the Company.  We are all working
hard to reduce our overhead expenses, improve our EBITDA
performance and strengthen our technology portfolio."

Operating expenses for the current quarter include a non-cash
impairment charge of $6,763,000 to write-down goodwill and other
intangible assets associated with the Company's Products business.
As a result, total operating expenses for the three months ended
March 31, 2013 were $12.0 million.  Total operating expenses for
the three months ended March 31, 2013 increased $6.3 million
compared to the same period in 2012. The increase was a result of
the $6.8 million impairment charge offset by reduced expenditures
associated with the product refresh within the Instruments segment
in 2012.

Dynasil reported a net loss for the quarter of ($7.2 million) or
($0.49) per share, compared with net loss of ($585,000), or
($0.04) per share, for the quarter ended March 31, 2012. The
impairment loss was $6.8 million of the total loss of $7.2
million.

The Company was in default of certain financial covenants set
forth in the terms of its outstanding indebtedness as of March 31,
2013, December 31, 2012 and September 30, 2012.  The Company has
accrued but not remitted interest payments for February and March
2013 to its subordinated lender.  The Company has made all
principal and interest payments due to its senior lender through
May 15, 2013, the date of this filing.  Management has provided a
revised forecast to its lenders and is engaged in discussions with
its senior lender to address the financial covenant situation.
However, the Company cannot predict when or whether a resolution
of this situation will be achieved.

                        Business Outlook

The Company has continued to seek regulatory approvals of its
updated medical probe for cancer surgery product and approval is
expected in the third quarter.  The Company is currently
evaluating preliminary test results received on its updated lead
paint analyzer product while also evaluating strategic
alternatives associated with the product.

The Company continues to invest in efforts to support growth
initiatives for its dual mode detector commercialization effort
within Contract Research and development of certain biomedical
technologies.  These investments include technology development
activities, capital equipment depreciation, development of
intellectual property, and staff.

The dual mode detector technology is beginning to produce revenue.
The Company is currently delivering limited quantities of
commercial grade crystals and packaged detectors, and is working
to further improve the size and quality of this product.  Also, at
the current time, the Company is actively exploring
commercialization opportunities in gamma cameras, sensors for
nondestructive testing and radiation dosimeters based on
technologies developed in the Contracts Research segment.
However, there can be no assurance that these efforts will be
successful.

Additionally, the Company has prepared a separate business and
financing plan for one of the biomedical technologies.  The
intention was to spin out the tissue sealant technology into an
independent entity in which the Company would retain a substantial
interest.  This would accomplish both the elimination of some of
the G&A support for these technologies as well as enable the
Company to recruit additional expertise to help advance the
technology.  During the second quarter, the Company's senior
lender refused to release the intellectual property and related
collateral in connection with the spin-out.  As a result, the
Company continued to fund this research through the second
quarter; however, there can be no assurance that we will continue
to fund this research or consummate this transaction at any future
time.

The Company has no conference calls scheduled at this time.

                           About Dynasil

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

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

                        Going Concern Doubt

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

                             Default

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

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

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


DYNEGY INC: Moody's Rates Planned $500MM Senior Notes Offer 'B3'
----------------------------------------------------------------
Moody's Investors Service has affirmed Dynegy Inc.'s Corporate
Family Rating and Probability of Default Rating at B2/B2-PD and
assigned a B3 rating to the company's planned issuance of $500
million of senior unsecured notes due 2023. At the same time,
Moody's upgraded Dynegy's existing $800 million senior secured
term loan due April 2020 and $475 million senior secured revolving
credit facility due April 2018 to B1 from B2. The rating outlook
for Dynegy is stable.

Dynegy will use the proceeds from its planned senior unsecured
note offering to repay an existing $500 million senior secured
term loan. At that point, the company's capital structure will
consist of $1,275 million in senior secured credit facilities
($800 million term loan and $475 million revolving credit
facility) and $500 million in senior unsecured notes.

Dynegy's B2 CFR considers the headwinds facing the company,
including the current low power price environment in which it
operates, weak electric demand, the near-term maturity of two in-
the-money power contracts and an indication that consolidated cash
flows will decline over the near-term. The B2 CFR is supported by
an adequate liquidity profile that currently includes
approximately $300 million of availability under Dynegy's
revolving credit facility and $450 million of unrestricted cash.

The headwinds facing Dynegy were apparent during the company's
1Q13. Specifically, Dynegy generated $8 million in internal cash
flow (measured as CFO pre-changes in working capital) , a fairly
modest amount. Moody's expectation has been for Dynegy to generate
CFO pre-WC in a range of $130-160 million in 2013 and $60-80
million in 2014. These results are expected to yield key financial
metrics of CFO pre-WC to debt and interest coverage in a range of
5-6% and 1.5-1.7 times, respectively, in 2014, levels which
Moody's views commensurate with a B2 Corporate Family Rating.

Dynegy's pending acquisition of Ameren Energy Resources (AER: not
rated), which owns approximately 4,100 megawatts of Illinois-based
coal-fired electric generating capacity, is not expected to have
an impact on Dynegy's assigned ratings. The transaction, which has
been structured to be credit neutral for Dynegy, is currently
pending regulatory approvals and is anticipated to be completed
prior to year-end.

The ratings for Dynegy's individual securities were determined
using Moody's Loss Given Default (LGD) methodology. The upgrade of
Dynegy's secured bank facilities to B1 from B2 was driven by the
improved recovery prospects for this structurally superior class
of debt given the refinancing of a significant amount of existing
secured debt with unsecured debt in Dynegy's capital structure.

The B3 rating for Dynegy's proposed senior unsecured notes
reflects both the CFR and PDR as well as the subordinated position
of these securities in Dynegy's capital structure .

Moody's would need to see key consolidated financial metrics of
CFO pre-WC to debt and interest coverage in excess of 8% and 1.8
times, respectively, on a sustainable basis to consider an upgrade
of Dynegy's Corporate Family Rating.

Issuer: Dynegy Inc.

Ratings Affirmed:

  Corporate Family Rating, B2

  Probability of Default Rating, B2-PD

Ratings Assigned:

  $500 million Senior Unsecured Notes, assigned B3, LGD5, 77%

Ratings Upgraded:

  $800 million Senior Secured Term Loan, upgraded to B1 LGD3 34%
  from B2, LGD4, 50%

  $475 million Senior Secured Revolving Credit Facility, upgraded
  to B1 LGD3 34% from B2, LGD4, 50%

The methodologies used in this rating were Unregulated Utilities
and Power Companies published in August 2009, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.


EARTHLINK INC: S&P Rates $300MM Sec. Notes B+ & Unsec. Notes CCC+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating to U.S. telecom company EarthLink Inc.'s proposed
$300 million senior secured notes, with a recovery rating of '2',
indicating S&P's expectation for substantial (70% to 90%) recovery
of principal in the event of a payment default.  At the same time,
S&P lowered its issue-level rating on the company's existing
$300 million senior unsecured notes to 'CCC+' from 'B-'.  S&P
revised the recovery rating on this debt to '6' from '5', which
reflects the additional proposed secured debt held at the parent
company.  The '6' recovery rating on this debt indicates S&P's
expectation for negligible (0% to 10%) recovery in the event of a
payment default.

EarthLink plans to use the proceeds of the proposed senior secured
notes, along with $19.5 million in cash, to redeem existing
ITC^DeltaCom notes, including a $17 million call premium, and pay
transaction fees and expenses.  As part of the transaction, the
company plans to extend the maturity of its revolver to 2017 and
decrease the size of this facility to $135 million from
$150 million.  S&P's 'B' corporate credit rating and stable
outlook on EarthLink are not affected by these transactions.

"We view EarthLink as having a "vulnerable" business risk profile
as a result of the highly competitive nature of the business-
oriented telecom markets in which it operates, and our expectation
for ongoing substantial revenue and EBITDA declines from its
consumer Internet service business and certain legacy products in
its business services segment.  The company's financial risk
profile is less of a rating constraint than the business risk
profile, in our view.  We consider the financial risk profile
"significant," in light of the company's 2.7x leverage for the
last 12 months ended March. 31, 2013, in addition to its "strong"
liquidity position,"S&P said.

RATINGS LIST

EarthLink Inc.
Corporate Credit Rating                B/Stable/--

New Rating

EarthLink Inc.
$300 Mil. Senior Secured Notes         B+
   Recovery Rating                      2

Ratings Lowered; Recovery Ratings Revised
                                        To                  From
EarthLink Inc.
$300 Mil. Senior Unsecured Notes       CCC+                B-
   Recovery Rating                      6                   5


EASTMAN KODAK: Seeks Approval of Settlement With UK Pension Fund
----------------------------------------------------------------
Eastman Kodak Co. asked U.S. Bankruptcy Judge Allan Gropper to
approve a settlement with its U.K. pension fund, the company's
largest creditor.

The proposed settlement calls for the sale of Kodak's personalized
imaging and document imaging businesses to the pension fund for
$650 million.  The pension fund agreed to give up a $2.8 billion
claim against Kodak, resolving the biggest unsecured claim in the
company's bankruptcy case.

A copy of the agreement on the sale of Kodak's imaging businesses
is available for free at http://is.gd/LpnlzI

The settlement also resolves the liabilities of Kodak and its
affiliates tied to the pension fund.  It requires Kodak Ltd., a
U.K.-based subsidiary of Kodak, to make payments to the pension
fund to reduce its liabilities.

Another transaction contemplated under the settlement is the
extinguishment of Kodak Ltd.'s remaining statutory and other
obligations to the pension fund in connection with a regulated
apportionment arrangement under English law.

Also contemplated under the deal is the approval by the U.K.
pensions regulator of clearance applications filed by Kodak and
its affiliates stating that, after giving effect to the
settlement, it would be unreasonable for the U.K. watchdog to
issue a financial support direction or contribution notice with
respect to the settlement.

The terms of the settlement are detailed in an agreement, which is
available for free at http://is.gd/MJjMut

As part of the settlement, the U.K. pension fund agrees to vote in
favor with Kodak's Chapter 11 plan of reorganization, and not to
file an objection to the plan or its outline.  The pension fund
has the right to terminate its commitment to consummate the
settlement if it is not approved by the bankruptcy court before
June 25.

The consummation of the settlement is expected to occur only after
confirmation of the restructuring plan, and as a condition to the
effectiveness of that plan.

Judge Gropper will hold a hearing on June 20 to consider approval
of the settlement.  Objections are due by June 13.

                       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.


EAT AT JOE'S: Reports $349,800 Net Income in First Quarter
----------------------------------------------------------
Eat at Joe's Ltd., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $349,829 on $277,328 of revenues for the three months ended
March 31, 2013, as compared with net income of $22,361 on $312,969
of revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $1.71
million in total assets, $2.58 million in total liabilities and a
$874,987 total stockholders' deficit.

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

                        http://is.gd/RzWhb9

                        About Eat at Joe's

Scarsdale, N.Y.-based Eat at Joe's, Ltd., presently owns and
operates one theme restaurant located in Philadelphia,
Pennsylvania.

Eat at Joe's disclosed net income of $1.92 million on $1.12
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $152,909 on $1.07 million of revenue during the
preceding year.

Robison, Hill & Co., in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a net capital deficiency that raise substantial doubt about
its ability to continue as a going concern.


EMPIRE RESORTS: Incurs $842,000 Net Loss in First Quarter
---------------------------------------------------------
Empire Resorts, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
applicable to common shares of $842,000 on $16.83 million of net
revenues for the three months ended March 31, 2013, as compared
with a net loss applicable to common shares of $118,000 on $17.28
million of net revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $52.58
million in total assets, $28.14 million in total liabilities and
$24.44 million in total stockholders' equity.

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

                        http://is.gd/QNNCvB

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts reported a net loss applicable to common shares of
$2.26 million in 2012, as compared with a net loss applicable to
common shares of $1.57 million in 2011.


ENGLOBAL CORP: In Talks with Senior Lenders to Cure Defaults
------------------------------------------------------------
ENGlobal Corporation said on May 14 that it continues to discuss
with a senior lender regarding the terms under which the defaults
under a credit facility may be cured or waived.  The amount
outstanding on the Credit Facility was $20.2 million at March 30,
2013.

ENGlobal previously entered into a Second Amendment to Revolving
Credit and Security Agreement, Waiver and Forbearance Extension
with PNC Bank, National Association, as administrative agent.  The
Second Amendment to the Forbearance Agreement expired on April 30,
2013, however, the lender has not taken any action with respect to
the Company's defaults.

                          About ENGlobal

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

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


EPL OIL: Moody's Revises Ratings Outlook to Positive
----------------------------------------------------
Moody's Investors Service changed EPL Oil & Gas, Inc.'s rating
outlook to positive from negative and upgraded the Speculative
Grade Liquidity Rating to SGL-2 from SGL-3. At the same time
Moody's affirmed EPL's B3 Corporate Family Rating, B3 Probability
of Default Rating and Caa1 senior unsecured rating.

"The change in outlook reflects good operational execution
following a transformational acquisition in the fourth quarter of
2012 and the prospect of significant free cash flow generation
that should facilitate further deleveraging through 2014,"
commented Sajjad Alam, Moody's Analyst.

Issuer: EPL Oil & Gas, Inc.

Upgrades:

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

Outlook Actions:

Outlook, Changed To Positive From Negative

Affirmations:

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD5, 72%)

Ratings Rationale:

The B3 CFR reflects EPL's small scale, concentration in the Gulf
of Mexico shelf, high plugging and abandonment (P&A) costs, and
the inherent risks and higher costs of offshore E&P operations.
The rating also considers the flush production and steep decline
curve of the high-permeability Gulf of Mexico shallow water
reservoirs and the need to replace reserves through acquisitions.
The B3 rating is positively impacted by the company's oily
production profile (76% in first quarter, 2013), low risk behind-
pipe drilling opportunities, improving leverage in terms
production, and relatively high working interest in properties
that allow flexible capital allocation.

EPL should have good liquidity through mid-2014, which is captured
in the SGL-2 rating. The company should be able to fund all of its
cash requirements from internal sources and generate free cash
flow in 2013 based on its forecast of $500 million of EBITDA, $300
million of capex, $47 million of cash interest and $30 million of
P&A expenditures. Any excess free cash flow will likely be used to
reduce revolver debt and towards acquisitions. The company had
$185 million outstanding under a $425 million borrowing base
revolver at March 31, 2013. With roughly 62% of EPL's 2013
estimated liquids production hedged, there's strong near term
downside protection to cash flows. EPL has the ability to cutback
capital spending in a depressed commodity price environment given
its high working interest. The company does not have any near term
debt maturities and should have ample headroom under the credit
agreement financial covenants through the end of 2014.

Improved leverage profile and scale supported by consistent
organic reserve replacement and operational execution would create
the strongest upward rating momentum. An upgrade is possible if
the debt to average daily production ratio can be sustained below
$25,000 per boe while maintaining a leveraged full-cycle ratio of
at least 2x.

The rating could be downgraded if debt to average daily production
remains above $35,000 per boe over an extended period or if
liquidity becomes strained.

The principal methodology used in rating EPL 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.

EPL Oil & Gas, Inc. is an independent exploration and production
company with primary operations in the U.S. Gulf of Mexico shelf.


EXCELITAS TECHNOLOGIES: S&P Revises Ratings Outlook to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Waltham, Mass.-based Excelitas Technologies Corp. to
negative from stable.  At the same time, S&P affirmed the ratings
on the company, including the 'B+' corporate credit rating.

"The negative outlook reflects diminished covenant headroom at the
end of the first quarter, our expectation that headroom could
remain limited given a further stepdown in 12 months, and credit
measures that remain somewhat outside of our expectations for the
rating despite modest improvement in operating performance," said
Standard & Poor's credit analyst Carol Hom.  While S&P expects
revenue growth will be similar to GDP growth, Excelitas' end
markets in Europe and Asia remain weak, and this could pressure
the company's operating performance in 2013.  Despite cost savings
from recent restructuring and relatively better demand in the
U.S., covenant headroom could remain less than 10% this year and
become marginal given a further stepdown next year.  S&P views
liquidity as "less than adequate."  S&P's base-case forecast for
2013 assumes:

   -- GDP growth in the U.S. of 2.7%;

   -- Flat growth in the eurozone and low- to mid-single-digit
      growth in Asia;

   -- EBITDA margin of roughly 17%; and

   -- Annual capital expenditures of about $10 million.

The ratings also reflect the company's "weak" business risk
profile and "aggressive" financial risk profile.  S&P's business
risk profile assessment reflects Excelitas' position in a small
niche industry and modest cash flow.  S&P believes the company
should benefit from moderate profitability.  S&P believes lower
defense spending related to the U.S. government's sequestration
may hurt Excelitas, but the company likely won't suffer
significantly in 2013 because of the nature of its niche products
sold in the defense segment.  S&P expects its detection segment to
remain stable, but its lighting segment could see some softness.
S&P views the company's management and governance profile as
"fair."

The outlook is negative.  S&P could lower the ratings if
Excelitas' headroom under financial covenants does not improve,
and if credit measures do not approach levels commensurate for the
current ratings--for instance, if total debt to EBITDA remains
above 5x.  This might stem from a worse-than-expected market
downturn or debt-financed activities.  S&P could revise the
outlook to stable if leverage approaches 5x and the company
rebuilds adequate covenant headroom and is able to maintain these
trends.


FIRST BANKS: Union Bank to Acquire Unit Services
------------------------------------------------
Union Bank, N.A., has signed a definitive agreement with First
Bank to assume the deposits and acquire certain assets of First
Bank Association Bank Services, a unit of First Bank, which
provides a full range of services to homeowners associations and
community management companies.  The acquisition, which requires
approval from banking regulators and is subject to other customary
closing conditions, is expected to be completed in the fall of
2013.

Under the terms of the agreement, Union Bank will pay a premium on
the deposit accounts to be acquired in the transaction, which will
be determined based on the average amount of certain deposits
within the First Bank Association Bank Services line of business
for the 30 days prior to the closing date.  Union Bank will also
acquire certain assets, primarily loans and personal property, at
par value and net book value, respectively.

First Bank Association Bank Services is based in Vallejo,
California.  They are among the regional market leaders in
community association banking, providing specialized banking
services for more than 30 years with more than $550 million in
deposits as of March 31, 2013.  Their customers and deposits are
based primarily in California.

Union Bank's President and Chief Executive Officer Masashi Oka
said, "This acquisition adds to our strengths in serving the
unique needs of these specialized management companies.  It also
provides a valuable source of long-term core deposits and builds
on our acquisitions of Klik Technologies in 2011 and of
Smartstreet(R) in 2012.  Like Klik and Smartstreet, this builds
our momentum in an important market, provides immediate benefits
to Union Bank, and supports our long-term plans to provide
customers with the best products and services possible," Mr. Oka
also is the CEO for the Americas for The Bank of Tokyo-Mitsubishi,
UFJ, Union Bank's parent company.

Klik Technologies provides state-of-the-art remittance processing
and financial transaction settlement services.  The Smartstreet
technology platform empowers elements of Union Bank's HOA banking
services nationwide to homeowners associations and community
association management companies.

Terrance M. McCarthy, Chairman of the Board of First Bank, said
"Our Association Bank Services team has been a part of our
business for many years.  Under the leadership of Michael Kennedy
and Katherine Young, our ABS team has done an outstanding job of
substantially growing this business by providing high-quality
products and services supported with excellent customer service.
We would like to thank our ABS employees for their dedication and
hard work, and our customers for allowing us the opportunity to
serve their business needs.  We have thoroughly enjoyed developing
relationships with many customers and would like to extend our
sincere gratitude and appreciation to our employees and our
customers and wish them much continued success in the future."

Union Bank was advised by the law firm Bingham McCutchen LLP.
First Bank was advised by RBC Capital Markets, LLC, and the law
firm Bryan Cave LLP.

                         About First Banks

First Banks, Inc., is a registered bank holding company
incorporated in Missouri in 1978 and headquartered in St. Louis,
Missouri.  The Company operates through its wholly owned
subsidiary bank holding company, The San Francisco Company, or
SFC, headquartered in St. Louis, Missouri, and SFC's wholly owned
subsidiary bank, First Bank, also headquartered in St. Louis,
Missouri.

First Banks disclosed net income of $25.98 million in 2012, as
compared with a net loss of $44.10 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $6.39 billion in total
assets, $6.10 billion in total liabilities and $297.06 million in
total stockholders' equity.

FIRST DATA: Files Form 10-Q, Incurs $298.8MM Net Loss in Q1
-----------------------------------------------------------
First Data Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $298.8 million on $2.59 billion of revenues for the three
months ended March 31, 2013, as compared with a net loss of
$114.1 million on $2.56 billion of revenues for the same period a
year ago.

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

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

                        http://is.gd/e8P5IB

                         About First Data

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

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

                           *     *     *

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


FIRST DATA: Fitch Rates Proposed $500MM Sr. Subordinated Notes CCC
------------------------------------------------------------------
Fitch Ratings has assigned a 'CCC/RR6' rating to First Data
Corp.'s (FDC) proposed offering of $500 million in senior
subordinated notes due 2021. Proceeds from the offering will be
used to refinance a portion of the company's $2.5 billion 11.25%
senior subordinated notes due 2016.

Key Rating Drivers

Fitch believes that the decline in business during the March
quarter is not completely unexpected as pressures had begun to
show in the December 2012 quarter's results following 12 to 18
months of relative outperformance by the company. First Data still
believes that it can achieve its expected growth targets in 2013.
Fitch believes that short of a continued decline in the business
through the year, the fact that that the company has essentially
extended its maturity wall to at least 2016 at this point gives it
needed time to revive growth. It is also important to note that
First Data is heavily tied to consumer spending which has been
negatively impacted by higher taxes in 2013 but could benefit over
the next few years if inflation picks up.

Fitch continues to rate FDC's IDR at 'B' with a Stable Outlook.
Fitch revised the Outlook on FDC to Stable from Negative in
January 2013 based on improved operating results during 2012 as
well as the extension and refinancing of a significant majority of
the company's previously forthcoming term loan maturities in 2014.
For a more detailed rationale behind the rating action, please see
the press release dated Jan. 8, 2013.

Liquidity as of March 31, 2013 included cash of $434 million ($143
million of which was available to the company in the US) and
approximately $1.5 billion available under a $1.5 billion senior
unsecured revolving credit facility, approximately $500 million of
which expires September 2013 and the rest expiring September 2016.
Fitch does not expect the portion of the credit facility expiring
this year to be replaced.

Total debt as of March 31, 2013 was $22.9 billion, which includes
approximately $15.5 billion in secured debt, $4.5 billion in
unsecured debt and $2.5 billion in subordinated debt (all figures
approximate). In addition, the direct parent company of First Data
Corp. has outstanding $1.85 billion senior unsecured PIK notes due
2016. These notes are not obligations of FDC and are not
consolidated.

Fitch rates FDC as follows:

-- Long-term IDR 'B';

-- $499 million senior secured revolving credit facility expiring
    September 2013 'BB-/RR2';

-- $1.0 billion senior secured revolving credit facility expiring
    September 2016 'BB-/RR2';

-- $2.7 billion senior secured term loan B due 2017 'BB-/RR2';

-- $4.6 billion senior secured term loan B due 2018 'BB-/RR2';

-- $1.0 billion senior secured term loan B due 2018 'BB-/RR2';

-- $1.6 billion 7.375% senior secured notes due 2019 'BB-/RR2';

-- $510 million 8.875% senior secured notes due 2020 'BB-/RR2';

-- $2.2 billion 6.75% senior secured notes due 2020 'BB-/RR2';

-- $2 billion 8.25% junior secured notes due 2021 'CCC+/RR6';

-- $1 billion 8.75%/10.0% PIK Toggle junior secured notes due
    2022 'CCC+/RR6';

-- $785 million 11.25% senior unsecured notes due 2021
    'CCC+/RR6';

-- $815 million 10.625% senior unsecured notes due 2021
    'CCC+/RR6';

-- $3 billion 12.625% senior unsecured notes due 2021 'CCC+/RR6';
    And

-- $2.5 billion 11.25% senior subordinated notes due 2016
    'CCC/RR6'.

The Rating Outlook is Stable.

The Recovery Ratings (RRs) for FDC reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of FDC, and hence recovery
rates for its creditors, will be maximized in a restructuring
scenario (as a going concern) rather than a liquidation scenario.
In deriving a distressed enterprise value, Fitch applies a 12%
discount to FDC's estimated operating EBITDA (adjusted for equity
earnings in affiliates) of approximately $2.3 billion for the LTM
ended March 31, 2013 which is equivalent to Fitch's estimate of
FDC's total interest expense and maintenance capital spending.
Fitch then applies a 6x distressed EBITDA multiple, which
considers FDC's prior public trading multiple and that a stress
event would likely lead to multiple contraction. As is standard
with Fitch's recovery analysis, the revolver is fully drawn and
cash balances fully depleted to reflect a stress event. The 'RR2'
for FDC's secured bank facility and senior secured notes reflects
Fitch's belief that 71% - 90% recovery is realistic. The 'RR6' for
FDC's second lien, senior and subordinated notes reflects Fitch's
belief that 0% - 10% recovery is realistic. The 'CCC/RR6' rating
for the subordinated notes reflects the minimal recovery prospects
and inherent subordination in a recovery scenario.

Rating Sensitivities

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

-- Greater visibility and confidence in the potential for the
    company to access the public equity markets.

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

-- The ratings could be downgraded if FDC were to experience
    sustained market share declines or if typical price
    compression accelerates.

-- The ratings could also be downgraded if the US economy were to
    experience a sustained recession.


FIRST FINANCIAL: Incurs $142,000 Net Loss in First Quarter
----------------------------------------------------------
First Financial Service Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss attributable to common shareholders of
$142,000 on $8.54 million of total interest income for the three
months ended March 31, 2013, as compared with a net loss
attributable to common shareholders of $553,000 on $12.74 million
of total interest income for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $939.94
million in total assets, $896.74 million in total liabilities and
$43.19 million in total stockholders' equity.

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

                        http://is.gd/WzkAMR

                       About First Financial

Elizabethtown, Kentucky-based First Financial Service Corporation
is the parent bank holding company of First Federal Savings Bank
of Elizabethtown, which was chartered in 1923.  The Bank serves
six contiguous counties encompassing central Kentucky and the
Louisville metropolitan area, through its 17 full-service banking
centers and a commercial private banking center.

In its 2012 Consent Order, the Bank agreed to achieve and maintain
a Tier 1 capital ratio of 9.0% and a total risk-based capital
ratio of 12.0% by June 30, 2012.

"At December 31, 2012, the Bank's Tier 1 capital ratio was 6.53%
and the total risk-based capital ratio was 12.21%.  We notified
the bank regulatory agencies that one of the two capital ratios
would not be achieved and are continuing our efforts to meet and
maintain the required regulatory capital levels and all of the
other consent order issues for the Bank," the Company said in its
annual report for the year ended Dec. 31, 2012.

First Financial disclosed a net loss attributable to common
shareholders of $9.44 million in 2012, a net loss attributable to
common shareholders of $24.21 million in in 2011 and a net loss
attributable to common shareholders of $10.45 million in 2010.

Crowe Horwath LLP, in Louisville, Kentucky, said in its report on
the consolidated financial statements for the year ended Dec. 31,
2012, "[T]he Company has recently incurred substantial losses,
largely as a result of elevated provisions for loan losses and
other credit related costs.  In addition, both the Company and its
bank subsidiary, First Federal Savings Bank, are under regulatory
enforcement orders issued by their primary regulators.  First
Federal Savings Bank is not in compliance with its regulatory
enforcement order which requires, among other things, increased
minimum regulatory capital ratios.  First Federal Savings Bank's
continued non-compliance with its regulatory enforcement order may
result in additional adverse regulatory action."


FLORIDA GAMING: Extends Silvermark SPA Until May 31
---------------------------------------------------
Florida Gaming Corporation and its wholly owned subsidiary,
Florida Gaming Centers, Inc., entered into a Third Amendment to
Stock Purchase Agreement with Silvermark LLC pursuant to which the
parties agreed to amend the Stock Purchase Agreement dated as of
Nov. 25, 2012, to extend the agreement's expiration time until
11:59 P.M., E.T on May 31, 2013.  Under the amendment, if the
transactions contemplated by the Stock Purchase Agreement have not
been consummated on or before May 31, 2013, then Silvermark has
the option to extend the expiration time, from time to time, to no
later than 11:59 P.M., E.T. on Aug. 30, 2013, upon written notice
to the Company.  Before the amendment, the agreement's stated
expiration time was 4:00 P.M., E.T on May 10, 2013.

A copy of the Third Amendment to Stock Purchase Agreement is
available for free at http://is.gd/BxcoxM

                       About Florida Gaming

Florida Gaming Corporation operates live Jai Alai games at
frontons in Ft. Pierce, and Miami, Florida through its Florida
Gaming Centers, Inc. subsidiary.  The Company also conducts
intertrack wagering (ITW) on jai alai, horse racing and dog racing
from its facilities.  Poker is played at the Miami and Ft. Pierce
Jai-Alai, and dominoes are played at the Miami Jai-Alai.  In
addition, the Company operates Tara Club Estates, Inc., a
residential real estate development located near Atlanta in Walton
County, Georgia.  Approximately 46.2% of the Company's common
stock is controlled by the Company's Chairman and CEO either
directly or beneficially through his ownership of Freedom Holding,
Inc.  The Company is based in Miami, Florida.

Florida Gaming disclosed a net loss of $22.69 million in 2012, as
compared with a net loss of $21.76 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $75.09 million in total
assets, $125.48 million in total liabilities and $50.39 million
total stockholders' deficiency.

Morrison, Brown, Argiz & Farra, LLC, in Miami, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has experienced recurring losses
from operations, cash flow deficiencies, and is in default of
certain credit facilities, all of which raise substantial doubt
about its ability to continue as a going concern.


FOUR OAKS: Reports $77,000 Net Income in First Quarter
------------------------------------------------------
Four Oaks Fincorp, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $77,000 on $7.51 million of total interest and
dividend income for the three months ended March 31, 2013, as
compared with net income of $552,000 on $9.16 million of total
interets and dividend income for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $803.44
million in total assets, $780.69 million in total liabilities and
$22.74 million in total shareholders' equity.

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

                        http://is.gd/NuRvxd

                          About Four Oaks

Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is
the bank holding company for Four Oaks Bank & Trust Company.  The
Company has no significant assets other than cash, the capital
stock of the bank and its membership interest in Four Oaks
Mortgage Services, L.L.C., as well as $1,241,000 in securities
available for sale as of Dec. 31, 2011.

Four Oaks disclosed a net loss of $6.96 million in 2012, as
compared with a net loss of $9.09 million in 2011.

"The Company and the Bank entered into a formal written agreement
(the "Written Agreement") with the Federal Reserve Bank of
Richmond ("FRB") and the North Carolina Office of the Commissioner
of Banks ("NCCOB") that imposes certain restrictions on the
Company and the Bank, as described in Notes H - Trust Preferred
Securities and Note K - Regulatory Restrictions.  A material
failure to comply with the Written Agreement's terms could subject
the Company to additional regulatory actions and further
restrictions on its business, which may have a material adverse
effect on the Company's future results of operations and financial
condition.

"In order for the Company and the Bank to maintain its well
capitalized position under federal banking agencies' guidelines,
management believes that the Company may need to raise additional
capital to absorb the potential future credit losses associated
with the disposition of its nonperforming assets.  Management is
in the process of evaluating various alternatives to increase
tangible common equity and regulatory capital through the issuance
of additional equity.  The Company is also working to reduce its
balance sheet to improve capital ratios and is actively evaluating
a number of capital sources, asset reductions and other balance
sheet management strategies to ensure that the projected level of
regulatory capital can support its balance sheet long-term.  There
can be no assurance as to whether these efforts will be
successful, either on a short-term or long-term basis.  Should
these efforts be unsuccessful, the Company may be unable to
discharge its liabilities in the normal course of business.  There
can be no assurance that the Company will be successful in any
efforts to raise additional capital during 2013," according to the
Company's annual report for the period ended Dec. 31, 2012.


FREESEAS INC: Issues 350,000 Additional Shares to Hanover
---------------------------------------------------------
The Supreme Court of the State of New York, County of New York, on
April 17, 2013, entered an order approving, among other things,
the fairness of the terms and conditions of an exchange pursuant
to Section 3(a)(10) of the Securities Act of 1933, as amended, in
accordance with a stipulation of settlement between FreeSeas Inc.,
and Hanover Holdings I, LLC, in the matter entitled Hanover
Holdings I, LLC v. FreeSeas Inc., Case No. 153183/2013.  Hanover
commenced the Action against the Company on April 8, 2013, to
recover an aggregate of $1,792,416 of past-due accounts payable of
the Company, plus fees and costs.  The Order provides for the full
and final settlement of the Claim and the Action.  The Settlement
Agreement became effective and binding upon the Company and
Hanover upon execution of the Order by the Court on April 17,
2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on April 17, 2013, the Company issued and delivered to
Hanover 560,000 shares of the Company's common stock, $0.001 par
value, on April 22, 2013, the Company issued and delivered to
Hanover 300,000 Additional Settlement Shares, on April 29, 2013,
the Company issued and delivered to Hanover another 325,000
Additional Settlement Shares, and on May 6, 2013, the Company
issued and delivered to Hanover another 335,000 Additional
Settlement Shares.

The Settlement Agreement provides that the Initial Settlement
Shares will be subject to adjustment on the trading day
immediately following the Calculation Period to reflect the
intention of the parties that the total number of shares of Common
Stock to be issued to Hanover pursuant to the Settlement Agreement
be based upon a specified discount to the trading volume weighted
average price of the Common Stock for a specified period of time
subsequent to the Court's entry of the Order.

Since the issuance of the Initial Settlement Shares and Additional
Settlement Shares, Hanover demonstrated to the Company's
satisfaction that it was entitled to receive 350,000 Additional
Settlement Shares based on the adjustment formula described above,
and that the issuance of those Additional Settlement Shares to
Hanover would not result in Hanover exceeding the beneficial
ownership limitation set forth above.  Accordingly, on May 10,
2013, the Company issued and delivered to Hanover 350,000
Additional Settlement Shares pursuant to the terms of the
Settlement Agreement approved by the Order.

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

                        http://is.gd/iVcmKF

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of Oct.
12, 2012, the aggregate dwt of the Company's operational fleet is
approximately 197,200 dwt and the average age of its fleet is 15
years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed US$114.35 million in total assets, $106.55 million in
total liabilities and US$7.80 million in total shareholders'
equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions among others raise substantial
doubt about the Company's ability to continue as a going concern.


FUSION TELECOMMUNICATIONS: Incurs $1.6MM Net Loss in 1st Qtr.
-------------------------------------------------------------
Fusion Telecommunications International, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $1.59 million on $16.16 million of
revenues for the three months ended March 31, 2013, as compared
with a net loss of $785,951 on $11.53 million of revenues for the
same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $27.53
million in total assets, $34.27 million in total liabilities and a
$6.73 million total stockholders' deficit.

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

                        http://is.gd/MuUOXg

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

The Company reported a net loss of $5.20 million in 2012, as
compared with a net loss of $4.45 million in 2011.

Rothstein Kass, in Roseland, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has had negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations that
raises a substantial doubt about their ability to continue as a
going concern.


GARY PHILLIPS: Bank, Panel Agree to Extend Plan Filing Deadline
---------------------------------------------------------------
Gary Phillips Construction LLC, its secured creditor Commercial
Bank, Inc., and the Unsecured Creditors Committee appointed in the
case, earlier this month agreed that:

   1. the Debtor will continue to provide adequate protection
      payments to the bank until June 2013;

   2. the Debtor's exclusive periods to confirm a Chapter 11
      Plan is extended until June 5, 2013;

   3. Commercial Bank will not begin foreclosure until after
      June 5, and only if the Debtor does not confirm a Plan
      by June 5.

The Debtor has filed papers in Court seeking approval of the
agreement.

The deal resolves the motion filed by Commercial Bank seeking
relief from the automatic stay, or in the alternative, to compel
adequate protection.

Commercial Bank has filed two proofs of claim in the case: (i)
$140,651 which is secured by the real property known as "Allyson
Hills Subdivision Phase V and VI (22 acres);" and $269,234 which
is secured by the real property known as "Allyson Hills
Subdivision Phase IV-11 lots."

The parties have previously agreed to require the Debtor to
provide adequate protection payments.  An earlier Agreed Order
provided for adequate protection payments through April 1, 2012,
and also permitted Commercial Bank to proceed with power of sale
foreclosure on or after April 1, 2012, if the Debtor has not
submitted and confirmed a Chapter 11 Plan by April 1, 2012.

                 About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq., in Bristol,
Tennessee, serves as the Debtor's counsel.  The Debtor tapped
Wayne Turbyfield as accountant.  The Debtor tapped the law firm of
Bearfield & Associates as special counsel.  The Court denied the
application to employ Crye-Leike Realtors as realtor.  In its
schedules, the Debtor disclosed $13,255,698 in assets and
$7,614,399 in liabilities as of the Petition Date.

Daniel M. McDermott, the U.S. Trustee for Region 8, appointed six
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Dean B. Farmer, Esq., at Hodges, Doughty &
Carson, PLLC, serves as the committee's counsel.

The second amended plan of reorganization and accompanying
disclosure statement under which unsecured non-insider creditors
that are owed more than $10,000 will receive 50% of the net profit
of the Debtor for five years immediately following the plan
confirmation date.  The hearing to consider adequacy of the
Amended/Modified Disclosure Statement is continued until May 21,
2013.


GEOMET INC: Stockholders Elect Six Directors
--------------------------------------------
GeoMet, Inc., held its annual meeting of stockholders on Tuesday,
May 14, 2013.  James C. Crain, Stanley L. Graves, Howard Keenan,
Michael Y. McGovern, William C. Rankin and Gary S. Weber were
elected to the Board of Directors of the Company to serve until
the next annual meeting of the Company's stockholders.  The
stockholders approved the compensation of the Company's executives
and elected to hold future advisory vote to approve executive
compensation every year.

                         About Geomet Inc.

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

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

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

                           Going Concern

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


GLOBAL AXCESS: Forbearance with Fifth Third Extended Until May 21
-----------------------------------------------------------------
Global Axcess Corp. and certain affiliates of the Company, entered
into a Third Forbearance Agreement and Amendment relating to
several existing credit facilities with Fifth Third Bank.  The
Forbearance Agreement relates to facilities entered into in
connection with:

   1. That certain Loan and Security Agreement, as amended and
      corresponding $5 million term note and $2 million inventory
      draw note that were entered into and issued by the Company
      to Fifth Third on June 18, 2010, and several draw loans that
      were extended to the Company in 2011 pursuant thereto.  The
      Loan and Security Agreement was previously amended by the
      first amendment, entered into Dec. 17, 2010, the second
      amendment entered into Jan. 4, 2012, the third amendment
      entered into May 10, 2012, the fourth amendment entered into
      May 31, 2012, the fifth amendment entered into June 30,
      2012, the sixth amendment entered into Aug. 13, 2012, the
      first Forbearance Agreement and Amendment entered into
      Nov. 12, 2012, and the Second Forbearance Agreement and
      Amendment.

   2. That certain 2011-A Loan and Security Agreement, as amended
      dated as of Sept. 28, 2011 (providing a $960,000 draw loan
      facility) and related draw loans that were extended to the
      Company in 2011 pursuant thereto.

   3. That certain 2011-B Loan and Security Agreement, as amended,
      dated as of Nov. 23, 2011 (providing a $1 million draw loan
      facility) and related draw loans that were extended to the
      Company in 2011 pursuant thereto.

   4. That certain 2011-C Loan and Security Agreement, as amended,
      dated as of Dec. 29, 2011 (providing a $3 million draw loan
      facility) and related draw loans that were extended to the
      Company in 2011 pursuant thereto.

   5. That certain Master Equipment Lease Agreement, dated
      June 18, 2010, and certain related specified loans on
      various equipments schedules extended to the Company
      thereunder in 2011 and 2012.

Pursuant to the Forbearance Agreement, Fifth Third agreed not to
exercise certain rights in respect to the existing defaults for a
period May 21, 2013, or at Fifth Third's election, the occurrence
or existence of any event of default, other than the existing
defaults.

The Forbearance Agreement also serves as an omnibus amendment to
certain terms contained in the Loan Agreements and the Lease
Agreement, in exchange for certain agreements and representations
made by the Company.

A copy of the Forbearance Agreement is available for free at:

                        http://is.gd/DBdsB1

                        About Global Axcess

Jacksonville, Fla.-based Global Axcess Corp,, through its wholly
owned subsidiaries, owns or leases, operates or manages Automated
Teller Machines ("ATM"s) and DVD kiosks with locations primarily
in the eastern and southwestern United States of America.

The Company's balance sheet at Sept. 30, 2012, showed
$27.1 million in total assets, $18.7 million in total liabilities,
and stockholders' equity of $8.4 million.

"Our recurring losses from operations, recent developments related
to our credit facilities and our inability to generate sufficient
cash flow to meet our obligations and sustain our operations raise
substantial doubt about our ability to continue as a going
concern.  Our future is dependent on our ability to execute our
business and liquidity plans successfully or otherwise address
these matters.  If we fail to do so for any reason, we would not
be able to continue as a going concern and could potentially be
forced to seek relief through a filing under the U.S. Bankruptcy
Code," according to the Company's Form 10-Q for the period ended
Sept. 30, 2012.


GLOBAL FOOD: Incurs $640,500 Net Loss in First Quarter
------------------------------------------------------
Global Food Technologies., Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $640,595 on $249,241 of revenues for the
three months ended March 31, 2013, as compared with a net loss of
$657,557 on $29,736 of revenues for the same period during the
prior year.

The Company's balance sheet at March 31, 2013, showed
$1.47 million in total assets, $4.57 million in total liabilities,
all current, and a $3.10 million total stockholders' deficit.

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

                        http://is.gd/eE0xBd

                         About Global Food

Headquartered in Hanford, California, Global Food Technologies,
Inc., is a life sciences company focused on food safety processes
for the food processing industry by using its proprietary
scientific processes to substantially increase the shelf life of
commercially packaged seafood and to make those products safer for
human consumption.  The Company has developed a process using its
technology called the "iPuraT Food Processing System".  The System
is installed in processor factories in foreign countries with the
product currently sold in the United States.

Global Food disclosed a net loss of $3.07 million on $377,036 of
sales for the year ended Dec. 31, 2012, as compared with a net
loss of $3.68 million on $133,078 of sales during the prior year.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred a significant accumulated deficit through Dec. 31, 2012,
has significant negative cash flow from operating activities for
the year ended Dec. 31, 2012, and has negative working capital at
Dec. 31, 2012.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


GLYECO INC: Incurs $478,900 Net Loss in First Quarter
-----------------------------------------------------
Glyeco, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $478,928 on $1.23 million of net sales for the three months
ended March 31, 2013, as compared with a net loss of $311,907 on
$418,817 of net sales for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $9.16
million in total assets, $2.63 million in total liabilities and
$6.53 million in total stockholders' equity.

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

                        http://is.gd/bEJpit

On May 13, 2013, GlyEco filed a Certificate of Amendment to
Certificate of Designation with the Secretary of State of Nevada,
thereby modifying the number of shares constituting the Company's
Series AA Preferred Stock from 2,000,000 shares to 3,000,000
shares.  The Certificate of Amendment amended the Company's
Certificate of Designation, filed with the Secretary of State of
Nevada on April 5, 2012, and became effective immediately upon
filing.  A copy of the Certificate of Amendment is available at:

                       http://is.gd/81bM4B

                        About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

Glyeco, Inc., disclosed a net loss of $1.86 million on $1.26
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $592,171 on $824,289 of net sales for the year
ended Dec. 31, 2011.

Jorgensen & Co., in Lehi, UT, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has not yet achieved profitable operations and is
dependent on its ability to raise capital from stockholders or
other sources and other factors to sustain operations.  These
factors, among other matters, raise substantial doubt that the
Company will be able to continue as a going concern.


GOOD SAM: Posts $4.3 Million Net Income in First Quarter
--------------------------------------------------------
Good Sam Enterprises, LLC, filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $4.35 million on $113.96 million of revenues for the
three months ended March 31, 2013, as compared with net income of
$4,000 on $110.05 million of revenues for the same period during
the prior year.

The Company's balance sheet at March 31, 2013, showed $239.26
million in total assets, $482.53 million in total liabilities and
a $243.26 million total member's deficit.

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

                        http://is.gd/o3OWll

                          About Good Sam

Ventura, Calif.-based Affinity Group Holding, Inc., now known as
Good Sam Enterprises, LLC, is a holding company and the direct
parent of Affinity Group, Inc.  The Company is an indirect wholly-
owned subsidiary of AGI Holding Corp, a privately-owned
corporation.  The Company is a member-based direct marketing
organization targeting North American recreational vehicle owners
and outdoor enthusiasts.  The Company operates through three
principal lines of business, consisting of (i) club memberships
and related products and services, (ii) subscription magazines and
other publications including directories, and (iii) specialty
merchandise sold primarily through its 78 Camping World retail
stores, mail order catalogs and the Internet.

Good Sam reported net income of $9.37 million in 2012, as compared
with net income of $3.90 million in 2011.

                           *     *     *

Affinity Group Inc. carries 'B3' long term corporate family and
probability of default ratings, with 'stable' outlook, from
Moody's Investors Service.

As reported in the Troubled Company Reporter on November 9, 2010,
Standard & Poor's Ratings Services assigned Affinity Group Inc.'s
proposed $325 million senior secured notes due 2016 its
preliminary 'B-' issue-level rating.  Following the close of the
proposed transaction, S&P expects to assign a 'B-' corporate
credit rating to Affinity Group Inc., and withdraw S&P's current
'D' corporate credit rating on Affinity Group Holding Inc.  A
portion of the proceeds of the new notes will be used, in
conjunction with cash contributions from Holding's parent, to
repay in full $88 million of senior notes that are currently
outstanding at Holding.

S&P said the expected 'B-' corporate credit rating on Affinity
Group reflects S&P's expectation that, following the proposed
refinancing transaction, adjusted debt leverage will be reduced by
about 1x, the company will not have any meaningful near-term debt
maturities, and the company will generate some discretionary cash
flow (albeit minimal).  Still, credit measures will remain
relatively weak, as adjusted debt leverage will remain above 6.0x
(S&P's operating lease adjustment adds about a turn to leverage),
and S&P expects interest coverage to remain in the low- to mid-
1.0x area over the intermediate term.


GRANDE COMMUNICATIONS: S&P Assigns 'B+' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to cable TV provider Grande Communications Networks
LLC.  At the same time, S&P assigned a 'B+' issue-level rating to
the company's secured credit facilities, with a '4' recovery
rating, which indicates S&P's expectations for average recovery
(30%-50%) in the event of a payment default.

"The rating reflects our assessment of the company's 'weak'
business position, given its below-industry average video and
broadband penetration as a third player in markets served by Time
Warner Cable and AT&T," said Standard & Poor's credit analyst
Catherine Cosentino.  The company has about a 25% video market
share and 28% broadband market share, while many of its midsize
cable incumbent peers have penetration ranging from the low- to
high-30% area.  Grande's low video penetration and small scale, at
only about 91,000 video customers, has translated into EBITDA
margins of around 30%, which is likewise generally lower than that
of its cable peers, many of which have margins approaching 40%,
and S&P believes the company will be challenged to improve video
profitability in light of S&P's expectations for ongoing
programming cost increases of around 10% per video subscriber for
small to midsize video providers like Grande.

Grande is an "overbuilder," or competitor to the incumbent cable
companies, serving six markets in some of the larger cities in
Texas, including Austin, Midland-Odessa, Dallas, Waco, San
Antonio, and Corpus Christi.  Its network is DOCSIS 3.0 upgraded
and nearly all 860 MHz.  This upgraded plant enables it to offer
broadband products with comparable to higher speeds relative to
those offered both by Time Warner Cable and AT&T, although these
incumbents have much greater name recognition and financial
resources for broad mass marketing efforts.

The outlook is stable.  S&P expects debt to EBITDA to be in the
low- to mid-4x area over the next few years, given its assessment
that margins will remain no better than 30% during this period,
due to ongoing programming increases and continued high marketing
expense requirements relative to incumbent cable operators.

Improvement in leverage to below 4x, which could support a higher
rating, would likely be accomplished only if the company's EBITDA
margins were to be stronger than those incorporated in S&P's base
case.  However, even under such a scenario upgrade prospects are
constrained by S&P's view of Grande's private equity owners'
financial policy.  S&P believes financial sponsor ABRY is likely
to relever the company to accommodate further equity
distributions.

S&P could lower the rating if the company is not able to continue
to maintain leverage of under 5x on a consistent basis, which
could occur if it were to engage in additional debt-funded
dividend distributions which brought near-term leverage
significantly above 5x, or if the company suffered significant
customer losses in one or more its markets, causing free operating
cash flow to turn negative for multiple quarters.


GRAYMARK HEALTHCARE: Incurs $2.7-Mil. Net Loss in First Quarter
---------------------------------------------------------------
Graymark Healthcare, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.70 million on $2.91 million of net revenues for
the three months ended March 31, 2013, as compared with a net loss
of $1.97 million on $4.36 million of net revenues for the same
period during the prior year.

The Company's balance sheet at March 31, 2013, showed
$5.70 million in total assets, $25.51 million in total liabilities
and a $19.81 million total deficit.

                           Going Concern

As of March 31, 2013, the Company had an accumulated deficit of
$60.2 million and reported a net loss of $2.7 million for the
first quarter of 2013.  In addition, the Company used $0.3 million
in cash from operating activities from continuing operations
during the quarter.  On March 29, 2013, the Company signed a
definitive purchase agreement with Foundation Healthcare
Affiliates, LLC to purchase 100% of the interests in Foundation
Surgery Affiliates, LLC and Foundation Surgical Hospital
Affiliates, LLC, in exchange for 98.5 million shares of the
Company's common stock.  Management expects the transaction to
close in the second quarter of 2013; however, there is no
assurance the acquisition will close at that time or at all.

"If the Company is unable to close the Foundation transaction or
raise additional funds, the Company may be forced to substantially
scale back operations or entirely cease its operations and
discontinue its business.  These uncertainties raise substantial
doubt regarding the Company's ability to continue as a going
concern."

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

                        http://is.gd/EYYzrI

                     About Graymark Healthcare

Graymark Healthcare, Inc., headquartered in Oklahoma City, Okla.,
provides care management solutions to the sleep disorder market.
As of June 30, 2012, the Company operated 107 sleep diagnostic and
therapy centers in 10 states.


GSM WIRELESS: Bankr. Court Dismissed Most Claims v. Ex-Directors
----------------------------------------------------------------
A California bankruptcy court dismissed most of the claims
asserted in two adversary proceedings in the bankruptcy case of
GSM Wireless, Inc. against two of the Debtor's directors --
Mohammad Honarkar and Joseph Fernandez de Castro -- in an April 5,
2013 Memorandum Decision available at http://is.gd/rxNwqufrom
Leagle.com.

GSM was formed in 1998 by Messrs. Honarkar and Fernandez de
Castro.  They each owned 50% of the 100,000 issued shares of stock
in GSM until Mr. Fernandez de Castro left in 2003, who also served
as GSM's President prior to his departure.  The two directors had
conflicting views on how the company should be run.  They ended up
negotiating for a transaction whereby Mr. Fernando de Castro
transferred his interest in GSM to Mr. Honakar in return for
$3 million.

On May 19, 2005, GSM filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
12-16456).

The adversary proceedings were consolidated on June 17, 2010, for
trial purposes, whereby the Honarkar suit became the lead case:

  * The first proceeding was filed by the Official Committee of
    Unsecured Creditors of GSM Wireless on Oct. 21, 2005,
    Adversary Proceeding No. 8:05-ap-01530 JR, against Defendant
    Mohammad Honarkar.  Later, the Debtor, as successor-in-
    interest to the Committee, became the lead plaintiff in the
    adversary proceeding, and Steven Speier, the appointed Chapter
    11 trustee is the representative of the GSM bankruptcy estate.

  * The second proceeding was filed on Feb. 22, 2008 by the
    Chapter 11 Trustee on behalf of the Debtor, Adversary
    Proceeding No. 8:08-ap-01042-RK, against Defendant Joseph
    Fernandez de Castro.

The claims in the complaints against Messrs. Honarkar and
Fernandez de Castro are substantially similar, if not identical.

Under the complaints, the Trustee alleges various claims with
respect to the transfer of assets by the Debtor to Mr. Fernando de
Castro.  The claims raised by Trustee present the question of
whether Messrs. Honarkar and Fernandez de Castro as the only
shareholders of GSM violated any duty or obligation to the
creditors of GSM, and that question in the court's view depends on
whether the debtor was insolvent at the time of the De Castro
Transaction or rendered insolvent by the De Castro Transaction.

The operative pleading in the consolidated adversary action
against defendant Honarker is the First Amended Complaint: (1) For
Unjust Enrichment; (2) For An Accounting; (3) For Conversion; (4)
For Breach of The Duty of Loyalty; (5) For Rescission Pursuant to
California Corporations Code Sec. 310; (6) For Rescission Of Loan
Pursuant to California Corporations Code Sec. 315; (7) For Breach
Of Fiduciary Duty Pursuant to California Corporations Code
Sections 309 and 316; (8) For Breach Of Common Law Fiduciary Duty;
(9) For Aiding and Abetting Breach of Fiduciary Duty; (10) For
Fraudulent Transfer under Cal. Civ. Code Sec. 3439.04(a)(1) and 11
U.S.C. Sec. 544 and 550 (11) For Fraudulent Transfer under Cal.
Civ. Code Sec. 3439.04(a)(2) and 11 U.S.C. Sec. 544 and 550; (12)
To Avoid Preferential Transfers; (13) To Recover Post-Petition
Transfers; (14) to Recover Avoided Transfers for the Benefit of
the Estate pursuant to 11 U.S.C. Sec. 551; (15) For Turnover Of
Property Of The Estate; (16) For Common Counts; (17) For
Declaratory Relief; (18) For Objections to Claims.  Honarker filed
and served an answer to GSM's first amended complaint on March 31,
2009 and a third-party complaint for indemnity against Fernandez
de Castro.

The operative pleading in the consolidated adversary action
against defendant Fernandez de Castro is the Second Amended
Complaint: (1) For Unjust Enrichment; (2) For an Accounting; (3)
For Conversion; (4) For Breach of the Legal Duty of Loyalty; (5)
To Avoid and Recover Intentional Fraudulent Transfers Pursuant to
11 U.S.C. Sec. 544, California Civil Code Sec. 3439 et seq., and
11 U.S.C. Sec. 550; (6) To Avoid and Recover Constructive
Fraudulent Transfers Pursuant to 11 U.S.C. Sec. 544, California
Civil Code Sec. 3439 et seq., and 11 U.S.C. Sec. 550; (7) To
Preserve Avoidable Transfers for the Benefit of the Estate
pursuant to 11 U.S.C. Sec. 551; (8) For Breach of Fiduciary Duty;
(9) For Rescission Pursuant to California Corporations Code Sec.
310 and/or Common Law; (10) For Aiding and Abetting Breach of
Fiduciary Duty; and (11) For Common Counts.  On February 25, 2009,
Fernandez de Castro filed and served an answer to the second
amended complaint as well as a counterclaim and cross-claim
against GSM and a third-party complaint against Honarkar.

In his April 5 Memorandum Decision, Bankruptcy Judge Robert Kwan
found that the Trustee failed to prove by a preponderance of the
evidence the claims for relief in his amended complaints against
the defendants, which also includes the claims for declaratory
relief and objections to claims dependent on the other claims.
Accordingly, except as for the common count claim against Mr.
Honarkar, the judge concluded that the Trustee on behalf of the
GSM bankruptcy estate should take nothing by way of the complaints
against the defendants and the adversary action should be
dismissed with prejudice.  Because the Bankruptcy Court holds in
favor of defendants on the Trustee's claims for rescission, the
cross-claims of the defendants against each other for equitable
indemnification, contribution and declaratory relief are moot and
need not be addressed.

The parties are ordered to submit supplemental briefing on the
Trustee's common count claim against Mr. Honarkar.  Any further
hearing is vacated, and after the supplemental briefing is
submitted on the common count claim against Honarkar, the Court
will determine whether any further hearing should be set on that
claim.

The adversary proceedings and cross complaint are (i) GSM
WIRELESS, INC., Plaintiff, v. MOHAMMAD HONARKAR, Defendant, (ii)
GSM WIRELESS, INC., Plaintiff, v. JOSEPH FERNANDEZ DE CASTRO, an
individual, and DOES 1 THROUGH 10 Defendants, and (iii) MOHAMMAD
HONARKAR, Cross-Complainant, v. JOSEPH FERNANDEZ DE CASTRO, an
individual, and DOES 1 through 20, Cross-Defendants, Adv. No.
2:12-ap-01350 RK (Bankr. C.D. Cal.).

John C. O'Malley, Esq. -- ko'malley@eaolaw.com -- and Lisa A.
Wegner, Esq. -- lwegner@eaolaw.com -- at Eagan O'Malley &
Avenatti, LLP, appeared as special litigation counsel for the GSM
bankruptcy estate and Trustee.

H. Daniel Fuller, Esq. -- dfuller@caddenfuller.com -- and Gabriel
K. Coy, Esq. -- dcoy@caddenfuller.com -- at Cadden & Fuller, LLP,
appeared for Defendant Honarkar.

Stephen Abraham, Esq. -- stephen@abraham-lawoffices.com -- at the
Law Offices of Stephen Abraham, appeared for Defendant Fernandez
de Castro.


GUIDED THERAPEUTICS: Incurs $1.8 Million Net Loss in 1st Quarter
----------------------------------------------------------------
Guided Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.81 million on $167,000 of contract and grant
revenue for the three months ended March 31, 2013, as compared
with a net loss of $1.01 million on $718,000 of contract and grant
revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed
$3.58 million in total assets, $1.72 million in total liabilities,
and $1.86 million in total stockholders' equity.

                        Bankruptcy Warning

"The Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the second quarter of 2013, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support,
such as under the Konica Minolta license agreement and additional
NCI, NHI or other grant funding.  However, there can be no
assurance that such external financial support will be sufficient
to maintain even limited operations or that the Company will be
able to raise additional funds on acceptable terms, or at all.  In
such a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection."

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

                        http://is.gd/CuAJ6C

                    About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

Guided Therapeutics disclosed a net loss of $4.35 million on $3.33
million of contract and grant revenue for the year ended Dec. 31,
2012, as compared with a net loss of $6.64 million on $3.59
million of contract and grant revenue in 2011.

UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and accumulated deficit that raise substantial doubt
about its ability to continue as a going concern.


HAMPTON ROADS: Swings to $1.9 Million Net Income in First Quarter
-----------------------------------------------------------------
Hampton Roads Bankshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $1.92 million on $19.53 million of total interest
income for the three months ended March 31, 2013, as compared with
a net loss of $7.40 million on $21.60 million of total interest
income for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $2.03
billion in total assets, $1.84 billion in total liabilities and
$185.36 million in total shareholders' equity.

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

                        http://is.gd/raqRCW

                   About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.


HARLAND CLARKE: $50MM Debt Add-On No Impact on Moody's B2 CFR
-------------------------------------------------------------
Moody's Investors Service said that Harland Clarke Holdings
Corp.'s $50 million add on to its existing $235 million 9.75%
senior secured note due 2018 will not impact the B2 Corporate
Family Rating (CFR), B2-PD Probability of Default Rating, B1
senior secured ratings or the stable rating outlook .

Harland Clarke Holdings Corp., headquartered in San Antonio, TX,
is a provider of (a) check and check-related products, direct
marketing services and customized business and home office
products to financial services, retail and software providers as
well as consumers and small business (b) software and related
services to financial institutions through its Harland Financial
Solutions segment, (c) data collection, testing products, scanning
equipment and tracking services to educational, commercial,
healthcare and government entities through its Scantron segment,
and (d) business process outsourcing including call centers and
toll service operations at its Faneuil division. M&F's remaining
publicly traded shares were acquired by portfolio company,
MacAndrews & Forbes Holdings Inc. on December 21, 2011.


HOUGHTON MIFFLIN: Loan Re-Pricing No Effect on Moody's 'B2' CFR
---------------------------------------------------------------
Houghton Mifflin Harcourt Publishers Inc.'s announcement that it
launched a re-pricing of its $248 million senior secured term will
favorably reduce cash interest expense by approximately $3 million
and moderately improve the company's liquidity position.

These effects are credit positives, but the re-pricing does not
change debt or leverage, and does not alter cash flow meaningfully
enough to affect the B2 Corporate Family Rating (CFR) or the B2
term loan rating. HMH's rating outlook remains stable.

Rating Rationale

HMH's B2 CFR reflects the challenges associated with stabilizing
and growing revenue in the K-12 education market due to ongoing
pressure on school budgets, and HMH's marginal projected free cash
flow generation given Moody's expectation that the company will
increase investment spending. Moody's anticipates the company's
debt-to-EBITDA leverage (2.6x LTM 3/31/13 incorporating Moody's
standard adjustments and factoring in cash pre-publication and
restructuring costs as a reduction in EBITDA) will remain in a mid
2x range in 2013. The challenging market environment in which the
company operates, the projected investment spending and marginal
free cash flow nevertheless currently constrain the rating.

HMH has a good market position within K-12 educational publishing,
but the company is vulnerable to fluctuations in textbook adoption
cycles and is dependent for a majority of revenue on state and
local government funding that continues to face cutbacks or timing
delays due to budget pressures. Renewed growth in tax receipts and
a potential lift in educational materials purchases related to
Common Core testing requirements scheduled to begin in 2014 should
lead to a better operating environment than over the last five
years, where the textbook market dropped by roughly 50%. A broad
portfolio of educational publishing products, relationships with
school districts, large sales force and industry entry barriers
support the market position. The new CEO put in place in September
2011 spearheaded the reduction in debt upon existing bankruptcy in
June 2012, and is also reducing costs and investing to stabilize
revenue.

The stable rating outlook reflects the company's adequate
liquidity position that should support additional organic and
acquisition investment flexibility over the next 12-18 months to
execute growth initiatives and manage the effects of ongoing
pressure on state and local government budgets. Moody's assumes in
the stable rating outlook that the shareholder base consisting of
a group of distressed debt investors led by Paulson & Co. will not
seek to distribute cash to shareholders over the near-term,
although the investors' exit strategy creates event risk.

HMH's ratings could be upgraded if the K-12 educational spending
market demonstrates greater stability, and HMH is able to
stabilize and profitably grow revenue on a consistent basis such
that free cash flow exceeds 7.5% of debt. HMH would also need to
maintain a solid liquidity position to be considered for an
upgrade.

The ratings could be downgraded if HMH is unable to stabilize
revenue, if investment spending or operating weakness leads to
limited or negative free cash flow, or debt-to-EBITDA leverage
exceeds 3x as a result of a decline in operations, acquisitions or
distributions to shareholders. A deterioration of liquidity would
reduce the company's flexibility to invest and execute its growth
initiatives and could also lead to downward rating pressure.

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

HMH, headquartered in Boston, MA, is one of the three largest U.S.
education publishers focusing on the K-12 market with
approximately $1.3 billion of revenue for the twelve months ended
March 2013.


IMH FINANCIAL: Completely Acquired Sedona Assets
------------------------------------------------
IMH Financial Corporation, through various subsidiaries, completed
the acquisition of certain assets and assumption of certain
related liabilities (the "Sedona Assets"), pursuant to an
agreement dated March 28, 2013, as amended and restated, with one
of the Company's borrowers and certain subsidiaries and affiliates
in satisfaction of certain mortgage loans held by the Company and
for the purpose of releasing the Borrowers from further liability
under the loans and guarantees, subject to certain post-closing
conditions and limitations.  The primary Sedona Assets include the
following:

   * certain real property, including all improvements thereon,
     including two operating hotels located in Sedona, Arizona,
     subject to a pre-existing primary first mortgage lien of
     approximately $17.7 million and $ 24.7 million as of Dec. 31,
     2012, and March 31, 2013, respectively;

   * a 28-lot residential subdivision located in Sedona, Arizona;
     and

   * various leasehold and other interests in multiple leases
     relating primarily to the operations of the hotels.

In connection with the acquisition of the Sedona Assets, the
Borrowers assigned to the Company real estate assets with an
estimated fair value totaling approximately $84.2 million, cash
and cash equivalents of approximately $0.2 million, other current
assets of $0.8 million, notes payable and capital lease
obligations totaling approximately $21 million and accounts
payable and other liabilities of $3.9 million.  As provided for in
the Sedona Agreement, IFC elected to forego the acquisition of the
Borrower's membership interest in a limited liability company.

A copy of the Amended and Restated Sedona Agreement is available
for free at http://is.gd/Hs2zgU

                         About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

The Company is a commercial real estate lender based in the
southwest United States with over 12 years of experience in many
facets of the real estate investment process, including
origination, underwriting, documentation, servicing, construction,
enforcement, development, marketing, and disposition.  The Company
focuses on a niche segment of the real estate market that it
believes is underserved by community, regional and national banks:
high yield, short-term, senior secured real estate mortgage loans.
The intense level of underwriting analysis required in this
segment necessitates personnel and expertise that many community
banks lack, yet the requisite localized market knowledge of the
underwriting process and the size of the loans the Company seeks
often precludes the regional and community banks from efficiently
entering this market.

IMH Financial disclosed a net loss of $32.19 million in 2012, a
net loss of $35.19 million in in 2011, and a net loss of $117.04
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed $221.01 million in total assets, $88.94 million in total
liabilities and $132.07 million in total stockholders' equity.


IMPLANT SCIENCES: Incurs $5.3 Million Net Loss in 3rd Quarter
-------------------------------------------------------------
Implant Sciences Corporation reported a net loss of $5.33 million
on $1.26 million of revenues for the three months ended March 31,
2013, as compared with a net loss of $3.89 million on $686,000 of
revenues for the same period during the prior year.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $21.81 million on $9.61 million of revenues, as
compared with a net loss of $10.25 million on $2.85 million of
revenues for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $5.39
million in total assets, $46.50 million in total liabilities and a
$41.11 million total stockholders' deficit.

Glenn D. Bolduc, president and CEO of Implant Sciences, commented,
"During our recently concluded third quarter, Implant Sciences
achieved a number of important strategic goals that we believe
position the Company for consistent and sustainable growth.  We
have taken important steps to broaden the markets we serve,
increase our revenue opportunities, and improve our financial
stability."

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

                        http://is.gd/ZHbjdC

                      About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company has had recurring net losses and continues to experience
negative cash flows from operations.  As of Sept. 25, 2012, the
Company's principal obligation to its primary lender was
$33,429,000 with accrued interest of $3,146,000.  The Company is
required to repay all borrowings and accrued interest to this
lender on March 31, 2013.  These conditions raise substantial
doubt about its ability to continue as a going concern.

                        Bankruptcy Warning

"Despite our current sales, expense and cash flow projections and
$3,562,000 in cash available from our line of credit with DMRJ at
December 31, 2012, we will require additional capital in the third
quarter of fiscal 2013 to fund operations and continue the
development, commercialization and marketing of our products.  Our
failure to achieve our projections and/or obtain sufficient
additional capital on acceptable terms would have a material
adverse effect on our liquidity and operations and could require
us to file for protection under bankruptcy laws," the Company said
in its quarterly report for the period ended Dec. 31, 2012.


INT'L ENVIRONMENTAL: GTFAS Replaces Crowe as Advisor
----------------------------------------------------
Howard B. Grobstein, the court-appointed Chapter 11 trustee for
International Environmental Solutions Corporation, asked the U.S.
Bankruptcy Court for the Central District of California for
permission to employ Grobstein Teeple Financial Advisory Services,
LLP, as his financial advisors.

The trustee relates that on Feb. 16, 2013, he tapped GTFAS to
replace Crowe Horwath LLP.  Crowe was the approved accountant to
the trustee pursuant to the Aug. 30, 2012 order.

GTFAS will, among other things:

   -- obtain and evaluate financial records;

   -- investigate assets and liabilities of the estate; and

   -- prepare tax returns.

The hourly rates of GTFAS' personnel are:

         Partners               $325 - $400
         Senior Consultants     $150 - $175
         Paraprofessionals          $95

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

      About International Environmental Solutions Corporation

Karen Bertram, James Hinkle, Blaine Scott Molle & Dennis Molle,
and Linda Babb filed an involuntary Chapter 11 petition against
International Environmental Solutions Corporation, dba IES
Corporation (Bankr. C.D. Calif. Case No. 12-16268) on March 13,
2012.  Judge Wayne E. Johnson presides over the case.

On April 16, 2012, the Debtor filed their consent for relief under
Chapter 11.  The Debtor hired Goe & Forsythe, LLP, as counsel.
The Debtor disclosed $25,129,244 in assets and $10,387,254 in
liabilities.

At the behest of a shareholder, the U.S. Trustee appointed Howard
Grobstein as Chapter 11 trustee for the Debtor's estate.  Marshack
Hays as his general counsel Crowe Horwath LLP as his accountants
Dzida, Carey & Steinman as his special transactional counsel.
Stetina Brunda Garred & Brucker as his special patent and
trademark counsel.


INTERLEUKIN GENETICS: Incurs $1.2-Mil. Net Loss in First Quarter
----------------------------------------------------------------
Interleukin Genetics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.20 million on $487,393 of total revenue for the
three months ended March 31, 2013, as compared with a net loss of
$1.41 million on $677,884 of total revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2013, showed $2.17
million in total assets, $16.95 million in total liabilities and a
$14.78 million total stockholders' deficit.

                        Bankruptcy Warning

"We have retained a financial advisor and are actively seeking
additional funding, however, based on current economic conditions,
additional financing may not be available, or, if available, it
may not be available on favorable terms.  In addition, the terms
of any financing may adversely affect the holdings or the rights
of our existing shareholders.  For example, if we raise additional
funds by issuing equity securities, further dilution to our then-
existing shareholders will result.  Debt financing, if available,
may involve restrictive covenants that could limit our flexibility
in conducting future business activities.  We also could be
required to seek funds through arrangements with collaborators or
others that may require us to relinquish rights to some of our
technologies, tests or products in development.  Our common stock
was delisted from the NYSE Amex in 2010 and is currently trading
on the OTCQBTM.  As a result, our access to capital through the
public markets may be more limited.  If we cannot obtain
additional funding on acceptable terms, we may have to discontinue
operations and seek protection under U.S. bankruptcy laws."

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

                        http://is.gd/ZwpCfe

                        About Interleukin

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

Interleukin Genetics disclosed a net loss of $5.12 million in
2012, as compared with a net loss of $5.02 million in 2011.

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


INTERNATIONAL TEXTILE: Incurs $6.6 Million Net Loss in 1st Qtr.
---------------------------------------------------------------
International Textile Group, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $6.61 million on $148.78 million of net
sales for the three months ended March 31, 2013, as compared with
a net loss of $22.47 million on $155.65 million of net sales for
the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $363.38
million in total assets, $482.75 million in total liabilities and
a $119.36 million total stockholders' deficit.

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

                        http://is.gd/2h88SQ

                    About International Textile

International Textile Group, Inc., is a global, diversified
textile manufacturer headquartered in Greensboro, North Carolina,
with current operations principally in the United States, China,
Mexico, and Vietnam.  ITG's long-term focus includes the
realization of the benefits of its global expansion, including
reaching full production at ITG facilities in China and Vietnam,
and continuing to seek other strategic growth opportunities.

International Textile disclosed a net loss of $67.33 million in
2012, as compared with a net loss of $69.64 million in 2011.


INVESTORS CAPITAL: Gets Approval to Incur Postpetition Financing
----------------------------------------------------------------
The Hon. Joan A. Lloyd of the U.S. Bankruptcy Court for the
Western District of Kentucky authorized Investors Capital Partners
II, LP to obtain postpetition financing of up to $200,000 from
postpetition lenders, and grant the postpetition lenders an
allowed administrative expense claim pursuant to Sections 364(b),
and 503(b) of the Bankruptcy Code.

Additionally, the Debtor will deposit the funds in the escrow
account of its counsel, DELCOTTO LAW GROUP PLLC, to be held
segregated as estate funds.  DLG, on behalf of the Debtor's
estate, is authorized to pay the ordinary course expenses, but
will make no payments on account of professional fees without
further order of the Court.

The Debtor said that the fund is necessary to avoid immediate and
irreparable harm to the Debtor's estate.

                      About Investors Capital

Brentwood, Tennessee-based Investors Capital Partners II, LP and
two affiliates sought Chapter 11 protection (Bankr. W.D. Ky. Case
Nos. 12-11575 to 11677) in Bowling Green, Kentucky, on Dec. 19,
2012.

It owns a 35-acre commercial development near Glasgow, Kentucky.
The ICP II property is home to a Marquee Cinema, Dollar Tree, and
Aaron's Rents and also consists of seven parcels of undeveloped
land.  The Debtor disclosed $11,203,864 in assets and $12,315,926
in liabilities as of the Chapter 11 filing.

Debtor-affiliate Investors Capital Partners I, LP owns multiple
parcels of undeveloped land near Nolensville, Tennessee.
Investors Land Partners II, LP owns partially developed land,
consisting of six adjoining parcels of real property, near
Nashville, Tennessee.

In court filings, the Debtors said that their lenders have
attempted to foreclose against the assets of the Debtors, and the
Debtors have been unable to reach agreements with their lenders
that would allow the Debtors to reorganize their debts in an
orderly manner; thus, the Debtors have little option except for
the development of a joint plan to reorganize operations and
restructure debts for the benefit of all creditors and parties in
interest.

The Plan contemplates the continued business operations of the
Debtor and the payment of all allowed claims to the extent
possible over a period of time from future income and revenue.  In
general, all Claims will be paid to the greatest extent possible
from the additional capital contributed by the holders of Equity
Interest and a portion of net profits for 5 years after the
Effective Date of the Plan.


IOWA FERTILIZER: S&P Rates $1.194-Bil. Tax-Exempt Financing 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
rating to the $1.194 billion tax-exempt financing by issuer Iowa
Finance Authority (obligor Iowa Fertilizer Co. LLC [IFCo]).  S&P
also assigned a '1' recovery rating to the bonds, indicating very
high (90% to 100%) recovery under a default scenario.  The outlook
is stable.

The secured bonds consist of three tranches maturing between 2019
and 2025.  The bonds will be serviced by project revenues of the
obligor, IFCo.  Any portion of the $600 million in equity will be
cash-funded at the transaction's close (but the project may also
use a 'BBB+' or higher rated letter of credit).

S&P notes that certain lending terms have changed in its final
document review, but these enhance loan documents, in S&P's
opinion. A few salient ones are listed below:

   -- The company has agreed that the engineer will be required to
      evaluate its maintenance plan if the debt service coverage
      ratio is below 1.35x, regardless of the ammonia line
      performance standard and without bondholder direction.  The
      company will incorporate the engineer's suggestions into
      such maintenance plan.

   -- Any future natural gas hedge provider must be rated at least
      'BBB' or the equivalent thereof by one rating agency.

   -- Any portion of the equity contribution that is funded by the
      deposit of a letter of credit to the company construction
      fund will be funded with a letter of credit from a bank that
      is rated at least 'A' by Standard & Poor's.

OCI N.V. plans to develop, build, own, and operate a new nitrogen-
based production facility.  IFCo will undertake the project.  IFCo
is a wholly owned indirect project subsidiary of OCI N.V.  The
plant's final sellable nitrogen products will include a total of
1.7 million to 2.2 million short tons of ammonia, urea, urea
ammonium nitrate (UAN), and diesel exhaust fluid (DEF).  Orascom
E&C USA Inc. has been awarded the engineering, procurement, and
construction (EPC) contract to build the facility within 39 months
of EPC notice to proceed, which took place in November 2012.
Plant operations are expected to begin by November 2015.  Kellogg
Brown & Root (KBR), Stamicarbon, and ThyssenKrupp Uhde have been
selected to supply the process technologies for the plant.

"The outlook is stable and will likely remain at the current level
as the project proceeds through the construction phase," Said
Standard & Poor's credit analyst Aneesh Prabhu.

Near-term downside risks can emerge if the project experiences
delays in construction that extend beyond six months.  Given the
current economics for fertilizers, S&P expects that ratings will
likely increase as the project goes into commercial operations.
S&P's base-case estimates that trend an average of about 2.4x and
minimum levels of about 1.75x suggest that ratings can be as high
as 'BB+' during the operations phase.  However, expected high
volatility in future cash flows and the single-asset nature of the
project preclude investment-grade ratings.


ISC8 INC: Incurs $9.6 Million Net Loss in March 31 Quarter
----------------------------------------------------------
ISC8 Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $9.59
million on $102,000 of total revenues for the 13 weeks ended
March 31, 2013, as compared with a net loss of $11.32 million on
$0 of total revenues for the 13 weeks ended April 1, 2012.

For the 26 weeks ended March 31, 2013, the Company incurred a net
loss of $11.75 million on $196,000 of total revenues, as compared
with a net loss of $19.57 million on $0 of total revenues for the
26 weeks ended April 1, 2012.

The Company's balance sheet at March 31, 2013, showed $4.71
million in total assets, $47.74 million in total liabilities and a
$43.02 million total stockholders' deficit.

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

                        http://is.gd/cKojP7

                          About ISC8 Inc.

Costa Mesa, California-based ISC8 Inc. is engaged in the design,
development, manufacture and sale of a family of security
products, consisting of cyber security solutions for commercial
and U.S. government applications, secure memory products, some of
which utilize technologies that the Company has pioneered for
three-dimensional ("3-D") stacking of semiconductors, systems in a
package ("Systems in a Package" or "SIP"), and anti-tamper
systems.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, expressed substantial doubt about ISC8 Inc.'s
ability to continue as a going concern.  The independent auditors
noted that as of Sept. 30, 2012. the Company has negative working
capital of $10.1 million and a stockholders? deficit of
$35.4 million.

The Company reported a net loss of $19.7 million on $4.2 million
of revenues in fiscal 2012, compared with a net loss of
$15.8 million on $5.2 million of revenues in fiscal 2011.


JEFFERIES LOANCORE: Moody's Gives B1 CFR & Rates Unsecured Debt B2
------------------------------------------------------------------
Moody's Investors Service has assigned a B1 corporate family
rating to Jefferies LoanCore LLC and a B2 senior unsecured debt
rating to the proposed bond offering to be co-issued by Jefferies
LoanCore LLC and JLC Finance Corporation.

These are the first ratings Moody's has assigned to the Greenwich-
based real estate finance company focused on originating first
mortgage commercial real estate loans intended for securitization,
with a focus on providing customized financing solutions that may
include, to a lesser extent, subordinated loans and mezzanine
financings. JLC was formed in February 2011 as a joint venture
among Jefferies Group (48.5% stake), an affiliate of GIC Real
Estate, the real estate investment arm of the Government of
Singapore Investment Corporation (GIC) (48.5%), and JLC management
(3%).

Ratings Rationale:

The ratings reflect JLC's mono-line business model as a commercial
real estate lender, which is a highly competitive business.
Moody's notes that JLC posted strong profitability in 2012, its
first full year of operations, but it has been operating amidst
generally favorable market conditions over its short history. A
high proportion of its revenues are derived from securitization
gains, which are highly volatile and reliant on CMBS market
conditions. Moody's notes that although JLC is a new company, it
has an experienced and capable management team with a good track
record, strengthened by the oversight and resources of well-
regarded owners.

JLC's capitalization consists of a $600 million equity commitment
from its owners, retained earnings ($49 million as of 1Q13), $950
million of warehouse facilities, and the proposed unsecured bond
offering. Moody's considers JLC's short-dated debt maturity
schedule to be a key credit challenge, as each of its three
facilities matures by year-end 2015. However, Moody's notes
positively that it has limited exposure to market-based margin
calls on its lines, which should help the firm preserve liquidity
in times of market stress.

The $600 million equity commitment has historically functioned as
a revolving commitment, with excess capital being returned to
owners on an ongoing basis. In conjunction with the proposed bond
offering, the owners intend to leave $300 million of total equity
(including retained equity) within JLC on a permanent basis,
subject to reduction from any losses. Maintenance of this minimum
funded equity commitment at all times is a key consideration
reflected in Moody's current ratings.

Although the $600 million equity commitment is a firm commitment,
with funds being disbursed to fund approved loans and operating
expenses (including bond interest expense), Moody's does not
include undrawn equity in its leverage calculations. Instead,
Moody's views the undrawn equity as a source of funds to expand
the origination platform during normalized operating environments,
with the undrawn commitment increasing over time with retained
earnings. Moody's views JLC's leverage (as measured by Average
Total Debt/Average Member's Equity) as moderately high given the
volatility of its business.

The stable outlook reflects Moody's expectation that JLC will
likely increase its pace of originations, maintaining its focus on
fixed-rate loans intended for distribution through the CMBS
markets. Moody's expects profitability will remain strong given
the favorable operating environment and outlook. Moody's expects
JLC will prudently manage its leverage and liquidity as it grows,
proactively refinancing its warehouse lines at least six months
prior to final maturities (including extension options).

The ratings could be upgraded if JLC were to reduce leverage
(Average Total Debt/Average Equity below 1x on a consistent
basis), demonstrate a longer track record of consistent, strong
profitability, diversify its business mix so as to reduce reliance
on securitization gains, and maintain high asset quality over a
sustained period of time.

The ratings could be downgraded if JLC experiences deterioration
in asset quality, difficulty distributing its collateral, reduced
liquidity cushion, loss of affiliation with Jefferies or GIC, or
increased exposure to market-based margin calls due to a change in
terms of its credit facility agreements. Substantial erosion of
its permanent equity as a result of losses will also pressure the
ratings.

The following ratings were assigned with a stable outlook:

  Jefferies LoanCore LLC

    B1 corporate family rating

    B2 senior unsecured debt rating (unsecured debt being co-
    issued by Jefferies LoanCore LLC and JLC Finance Corporation)

Jefferies LoanCore LLC is a commercial real estate finance company
headquartered in Greenwich, CT.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.


K-V PHARMACEUTICAL: Sr. Lenders Promise Even Higher-Priced Plan
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that which creditor group ends up owning K-V
Pharmaceutical Co. is up in the air.  Under the Chapter 11
reorganization plan originally filed in January and later
modified, holders of $225 million in first-lien notes would have
exchanged debt for 97 percent of the stock along with a
$50 million second-lien term loan.  The senior lenders were
offering 3 percent of the new stock for holders of $200 million in
convertible notes, while general unsecured creditors were offered
$1.7 million to cover $18.8 million in claims, for a predicted
9.05 percent recovery.

Convertible noteholders came back this month with replacement
financing and the outline for an alternative plan where they would
buy the company.

Not to be outdone, holders of 75 percent of the senior notes, the
report relates, described in a court filing last week how they
gave K-V a revised proposal to "distribute more value to all
creditor classes," compared with the convertible noteholders'
plan.  The senior noteholders said they "expect" K-V to support
their revised plan.

Last week the senior noteholders, whose financing for the
bankruptcy was to expire imminently, agreed to extend the funding
to the month's end.

The convertible noteholders group includes Capital Ventures
International; Greywolf Capital Overseas Master Fund and an
affiliate, and Kingdon Capital Management LLC.

Silver Point Finance LLC serves as agent for senior noteholders in
their roles as so-called DIP lenders.  Silver Point, Whitebox
Advisors LLC and Pioneer Investment Management Inc. among
themselves owned $152 million of the $225 million in senior
secured notes, according to a court filing by their lawyers in
September.

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

                     About K-V Pharmaceutical

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

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

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

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

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


LEHMAN BROTHERS: Judge Approves $167MM Deal With Citigroup
----------------------------------------------------------
Patrick Fitzgerald writing for Daily Bankruptcy Review reports
that a bankruptcy judge has approved a deal that calls for
Citigroup Inc. to return $167 million to Lehman Brothers Holdings
Inc. that it had been holding on to after settling Lehman's
currency trades in the days after the investment bank's collapse.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Parent Selling $14 Billion Claim Against Broker
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that reorganized Lehman Brothers Holdings Inc. hired
Lazard Ltd. to find a buyer or buyers for its $14 billion
unsecured claim against the brokerage subsidiary Lehman Brothers
Inc.

Lehman said in a statement that it's exploring "monetization
opportunities" regarding the claim approved as part of a
settlement authorized by the bankruptcy court in April.  In
addition to the $14 billion unsecured claim, the settlement gave
the Lehman holding company $2 billion cash and a $240 million
priority claim.

Selling the claim against the broker for cash will enable the
holding company to accelerate distribution to its creditors
because the trustee for the Lehman broker isn't in a position yet
to make distributions on general claims.  The trustee for the
Lehman broker is yet to make a first distribution to non-
customers, although he says customers will be paid in full.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

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


LIBERACE FOUNDATION: May 1 Hearing on Hiring of Visicon Properties
------------------------------------------------------------------
Liberace Foundation for the Creative and Performing Arts filed
documents seeking to to employ Visicon Properties, LLC as real
estate broker for the property located at 1775 East Tropicana Ave.
Las Vegas, Nevada.

Visicon Properties will, among other things:

   -- conduct the advertising, marketing and promotional
      activities deemed necessary or appropriate to procure buyers
      for the property; and

   -- investigate and pursue all prospective buyers and conduct
      the canvassing and other solicitations as are reasonable in
      connection with the sale of the property.

In exchange for the services rendered, the Debtor agreed to grant
Visicon Properties a 5% commission of the gross sale price of the
property.

To the best of the Debtor's knowledge, Visicon Properties does not
hold or represent any interest adverse to the estate that would
impair Visicon's ability to objectively perform the services
contemplated.

                     About Liberace Foundation

Founded in 1976, the Liberace Foundation for the Creative and
Performing Arts -- http://www.liberace.org/-- helps students in
Southern Nevada pursue careers in the performing and creative arts
through scholarship assistance and artistic exposure.  The
foundation has awarded more than 2,700 students with scholarships.
It owns the Liberace Museum Collection at 1775 E. Tropicana, in
Las Vegas.  The Liberace Museum, which has exhibited the jewelry,
pianos, garish gowns and other artifacts owned by the great
pianist and showman, was opened in 1979.  The property is valued
at $13 million.  The secured creditor, U.S. Bank N.A., is owed
$1.269 million.

Liberace Foundation filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 12-22004) in Las Vegas on Oct. 24, 2012, estimating
$10 million to $50 million in both assets and liabilities.

Bankruptcy Judge Mike K. Nakagawa presides over the case.  The
Ghandi Law Offices serves as the Debtor's counsel.  The petition
was signed by Anna Nateece, business manager.

No committee has been appointed or designated by the U.S. Trustee.


LIBERACE FOUNDATION: Taps Brownstein Hyatt on Trademark Matters
---------------------------------------------------------------
The Liberace Foundation for the Creative and Performing Arts asked
the U.S. Bankruptcy Court for the District of Nevada for
permission to employ Brownstein Hyatt Farber Schreck, LLP as
special counsel.

The Debtor holds various trademarks and copyrights which create
revenues through licensing deals.  In this relation, the Debtor
wishes to employ Kelley Goldberg, Esq., intellectual property law
attorney to handle various trademark and copyrights issues of the
Debtor.

The firm will advise the Debtor and perform all related legal
services for the Debtor which may be or become necessary as
related to the Debtor's intellectual property matters, including
pursuing and negotiating licensing deals, protecting against
unlawful usage of the Debtor's intellectual property, or defending
matters related to the Debtor's intellectual property.

The Debtor agreed to an hourly rate for:

   -- Ms. Goldberg of $360 for postpetition services rendered
between Oct. 25, 2012, and Dec. 31, 2012, and increasing to $395
for services rendered after Jan. 1, 2013, plus costs advanced by
Brownstein Hyatt Farber Schreck, LLP; and

   -- Gregory Riches, Esq. of $265 for postpetition services and
increasing to $285 for services rendered after Jan. 31, 2013, plus
costs.

Additionally, the hourly rates charged by other firm professionals
rendering services will not exceed $500 per hour for attorneys.

To the best of the Debtor's knowledge, the firm has no connections
with the Debtor, creditors, or any other party-in-interest, their
respective attorneys and accountants that may constitute a
conflict of interest with respect to scope of services to be
rendered.

                     About Liberace Foundation

Founded in 1976, the Liberace Foundation for the Creative and
Performing Arts -- http://www.liberace.org/-- helps students in
Southern Nevada pursue careers in the performing and creative arts
through scholarship assistance and artistic exposure.  The
foundation has awarded more than 2,700 students with scholarships.
It owns the Liberace Museum Collection at 1775 E. Tropicana, in
Las Vegas.  The Liberace Museum, which has exhibited the jewelry,
pianos, garish gowns and other artifacts owned by the great
pianist and showman, was opened in 1979.  The property is valued
at $13 million.  The secured creditor, U.S. Bank N.A., is owed
$1.269 million.

Liberace Foundation filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 12-22004) in Las Vegas on Oct. 24, 2012, estimating
$10 million to $50 million in both assets and liabilities.

Bankruptcy Judge Mike K. Nakagawa presides over the case.  The
Ghandi Law Offices serves as the Debtor's counsel.  The petition
was signed by Anna Nateece, business manager.

No committee has been appointed or designated by the U.S. Trustee.


LIBERACE FOUNDATION: Taps Horizon Village as Real Estate Appraiser
------------------------------------------------------------------
Liberace Foundation for the Creative and Performing Arts asked the
U.S. Bankruptcy Court for the District of Nevada for permission to
employ Horizon Village Appraisal as real estate appraiser of the
real property located at 1775 East Tropicana Las Vegas Nevada.

The Debtor proposes to pay Horizon Village a flat fee of $4,200.
In the event Horizon Village is subpoenaed or otherwise required
to provide testimony in a court proceeding or deposition as a
result of preparing the appraisal, Horizon Village will be
compensated at a rate of $350 per hour for preparing and
testifying depositions, and $250 per hour for all other expert
witness services.

To the best of the Debtor's knowledge, Horizon Village does not
hold or represent any interest adverse to the estate.

                     About Liberace Foundation

Founded in 1976, the Liberace Foundation for the Creative and
Performing Arts -- http://www.liberace.org/-- helps students in
Southern Nevada pursue careers in the performing and creative arts
through scholarship assistance and artistic exposure.  The
foundation has awarded more than 2,700 students with scholarships.
It owns the Liberace Museum Collection at 1775 E. Tropicana, in
Las Vegas.  The Liberace Museum, which has exhibited the jewelry,
pianos, garish gowns and other artifacts owned by the great
pianist and showman, was opened in 1979.  The property is valued
at $13 million.  The secured creditor, U.S. Bank N.A., is owed
$1.269 million.

Liberace Foundation filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 12-22004) in Las Vegas on Oct. 24, 2012, estimating
$10 million to $50 million in both assets and liabilities.

Bankruptcy Judge Mike K. Nakagawa presides over the case.  The
Ghandi Law Offices serves as the Debtor's counsel.  The petition
was signed by Anna Nateece, business manager.

No committee has been appointed or designated by the U.S. Trustee.


LIBERTY MEDICAL: Creditors Have Until May 20 to File Claims
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
May 20, 2013, at 5 p.m., as the deadline for any individual or
entity -- other than a government entity -- to file proofs of
claim against ATLS Acquisition LLC, et al.  The Court set Aug. 14,
at 5 p.m., as the bar date for governmental entities.

Proofs of claim must be submitted to:

If by First-Class Mail:

         ATLS Acquisition, LLC Claims Processing Center
         c/o Epiq Bankruptcy Solutions, LLC
         FDR Station, P.O. Box 5076
         New York, NY 10150-5076

If by Hand Delivery or Overnight Mail:

         ATLS Acquisition, LLC Claims Processing Center
         c/o Epiq Bankruptcy Solutions, LLC
         757 Third Avenue, 3rd Floor
         New York, NY 10017

Facsimiles of proofs of claim will not be accepted.

                       About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

The Debtors have tapped Greenberg Traurig, LLP as counsel; Ernst &
Young LLP to provide investment banking advice; and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent for the
Clerk of the Bankruptcy Court.

The U.S. Trustee appointed three members to the Official Committee
of Unsecured Creditors.  The Committee is represented by
Lowenstein Sandler LLP as lead counsel, and Stevens & Lee, P.C.,
as co-counsel.  Mesirow Financial Consulting LLC serves as its
financial advisors.


LIBERTY MEDICAL: Has Access to Cash Collateral Until June 29
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in a final
order, authorized ATLS Acquisition LLC, et al.'s continued use of
cash collateral until June 29, 2013, unless the lender and the
Debtors agree on an extension.

The Debtors will grant prepetition lender Alere Inc. adequate
protection in the form of:


  -- additional and replacement security interests in and liens
     upon the Debtors' prepetition and postpetition real and
     personal, tangible and intangible property and assets, and
     causes of action;

  -- an allowed super-priority administrative expense claim
     against each Debtor; and

  -- periodic interest payments to Alere at the default rate
     provided for in the Promissory Note.

A copy of the cash collateral order is available for free at
http://bankrupt.com/misc/ATLS_ACQUISITION_cashcoll_order.pdf

The Court also ordered that objections to the motion which were
not withdrawn are overruled.

The Official Committee of Unsecured Creditors filed an objection
to the Debtor's cash collateral use, saying that certain
provisions of the interim cash collateral order are unduly
prejudicial to the rights of unsecured creditors.

                        Critical Vendors

Last month, the Debtors also obtained final approval to pay all or
a portion of the prepetition claims of certain critical vendors,
provided that the aggregate payments on account of critical vendor
claims will not to exceed $4,000,000.

                         Sec. 341 Meeting

The Section 341(a) meeting of creditors was slated for May 15,
2013.  The meeting was held at 844 King Street, Room 5209,
Wilmington, Delaware.

                       About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

The Debtors have tapped Greenberg Traurig, LLP as counsel; Ernst &
Young LLP to provide investment banking advice; and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent for the
Clerk of the Bankruptcy Court.

The U.S. Trustee appointed three members to the Official Committee
of Unsecured Creditors.  The Committee is represented by
Lowenstein Sandler LLP as lead counsel, and Stevens & Lee, P.C.,
as co-counsel.  Mesirow Financial Consulting LLC serves as its
financial advisors.


LIBERTY MEDICAL: Lowenstein Sandler OK'd as Committee Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of ATLS Acquisition LLC, et al., to retain Lowenstein
Sandler LLP as its counsel.

Lowenstein Sandler is expected to, among other things, assist the
Committee in investigating the acts, conduct, assets, liabilities,
and financial condition of the Debtors, the operation of the
Debtors' business, potential claims, and any other matters
relevant to the case at these hourly rates:

         Partners                      $475 - $945
         Senior Counsel & Counsel      $385 - $685
         Associates                    $260 - $495
         Paralegals & Assistants       $155 - $260

The Committee has also sought approval to retain Stevens & Lee
P.C. to serve as co-counsel.  Lowenstein Sandler and S&L will
allocate their delivery of services to the Committee so as to
avoid unnecessary duplication of services.

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

                       About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

The Debtors have tapped Greenberg Traurig, LLP as counsel; Ernst &
Young LLP to provide investment banking advice; and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent for the
Clerk of the Bankruptcy Court.

The U.S. Trustee appointed three members to the Official Committee
of Unsecured Creditors.  The Committee is represented by
Lowenstein Sandler LLP as lead counsel, and Stevens & Lee, P.C.,
as co-counsel.  Mesirow Financial Consulting LLC serves as its
financial advisors.


LIGHTSQUARED INC: Wins More Time to Decide on 5 Leases
------------------------------------------------------
U.S. Bankruptcy Judge Shelley Chapman gave LightSquared LP
additional time to decide on whether to assume or reject five
unexpired leases of nonresidential real property.

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

                      About LightSquared Inc.

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

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

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

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


LIQUIDMETAL TECHNOLOGIES: Incurs $3.5MM Net Loss in First Quarter
-----------------------------------------------------------------
Liquidmetal Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $3.49 million on $122,000 of total revenue for the
three months ended March 31, 2013, as compared with a net loss of
$1.06 million on $196,000 of total revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2013, showed $7.31
million in total assets, $7.57 million in total liabilities and a
$258,000 total shareholders' deficit.

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

                        http://is.gd/5JEp0V

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

Liquidmetal incurred a net loss of $14.02 in 2012, as compared
with net income of $6.15 million in 2011.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit, which raises substantial doubt about
the Company's ability to continue as a going concern.


LIL' BIT OF CHICAGO: Court Dismisses Suit Against BB&T
------------------------------------------------------
Branch Banking & Trust Company, f/n/a Carroll County Bank & Trust,
won dismissal of a lawsuit filed against it by Gerald Gesiorski;
Dawn Gesiorski, H/W; and Lil' Bit of Chicago, Inc.  District Judge
Sylvia H. Rambo granted BB&T's motion to dismiss, saying the
Plaintiffs failed to state a claim pursuant to Federal Rule of
Civil Procedure 12(b)(6). BB&T argues, inter alia, that the
Plaintiffs' complaint should be dismissed because the action is
barred by the doctrine of res judicata.

The Gesiorskis were tenants by the entireties of a parcel
identified as 894 Hershey Heights Road, Penn Township, York
County, Pennsylvania.  On December 23, 1992, Plaintiffs obtained a
mortgage from BB&T's predecessor-in-interest, Carroll County Bank
& Trust.  The mortgage secures a mortgage note executed
contemporaneously with the mortgage.  Sometime thereafter, BB&T
filed an action in assumpsit with confession of judgment against
the Plaintiffs.

Each of the Plaintiffs filed for Chapter 11 bankruptcy protection.
During the pendency of the bankruptcy, the Gesiorskis asked for an
accounting of loan repayments made to BB&T and for permission to
apply insurance proceeds from the payment of an insured casualty
loss to one of the business premises to reconstruction of the
collateral.  On May 1, 2006, both bankruptcies were dismissed
without discharging the BB&T mortgage debt.

On July 8, 2003, BB&T filed an action in mortgage foreclosure
against the Plaintiffs, and on August 6, 2004, judgment was
entered in the amount of $351,793.  On December 13, 2004, a
Sheriff Sale was conducted and BB&T was the successful bidder at
the sale, with a bid amount of $1,769.15, thus creating a
deficiency that was not satisfied by the sale.  However, BB&T
failed to commence an action for a deficiency judgment, in
violation of 42 Pa. C.S. Sec. 8103(a).

At various times subsequent to the Sheriff's Sale of the home, the
Gesiorskis' had opportunities to sell the remaining parcels,
subject to BB&T's mortgage.  The Gesiorskis', through counsel,
made multiple requests to BB&T on each occasion to provide a
current statement of account and an amount for each remaining
parcel which BB&T would accept to release each parcel from the
mortgage lien as each sale concluded.  However, the bank did not
respond and those opportunities to sell the home were lost.

On December 1, 2009, counsel for the Gesiorskis made a formal
written demand upon BB&T to satisfy the outstanding judgments and
mortgage.  The Plaintiffs allege that they had a statutory right
to satisfaction of the judgments, mortgage, and mortgage
modifications no later than on and after June 13, 2005.

The Plaintiffs also allege that BB&T failed to satisfy the
mortgage.  Specifically, the Plaintiffs each bring the following
claims against BB&T: (1) Breach of Contractual Duty of Good Faith
and Fair Dealing (Counts I, IV, and VII); (2) Breach of Fiduciary
Duty of Care (Counts II, V, and VIII); and (3) Attorneys' Fees for
Defendant's vexatious behavior (Counts III, VI, and IX).

On March 13, 2013, BB&T filed the motion to dismiss for failure to
state a claim, accompanied by a brief in support.  On April 2,
having received no brief in opposition from the Plaintiffs, the
court issued a rule to show cause why the Defendant's motion
should not be deemed unopposed, and granted the Plaintiffs an
extension of time to April 12 to respond.  On April 5, the
Plaintiffs filed an answer to the motion to dismiss and a brief in
opposition.  On April 19, the Defendant filed a reply brief.

The case is GERALD GESIORSKI; DAWN GESIORSKI, H/W; and LIL' BIT OF
CHICAGO, INC., Plaintiffs, v. BRANCH BANKING & TRUST COMPANY,
f/n/a CARROLL COUNTY BANK & TRUST, Defendant, Civil No. 1:13-CV-
00606 (M.D. Pa.).  A copy of the Court's May 10, 2013 Memorandum
is available at http://is.gd/dfDCDIfrom Leagle.com.


MAIN STREET CONNECT: Daily Voice News Owner to Sell Biz in Ch.11
----------------------------------------------------------------
Main Street Connect LLC, the owner of the Daily Voice news website
for 41 communities in Westchester County, New York, and Fairfield
County, Connecticut, filed a Chapter 11 petition and quickly filed
a motion where the business would be sold to the founder and two
shareholders for $800,000, mostly in exchange for debt.

According to the report, founder Carll Tucker and two shareholders
will be the buyers, supposing the court approves the sale and
there are no other bidders.  They are offering to pay $100,000 in
cash while exchanging $550,000 in pre-bankruptcy secured debt and
$150,000 in financing for the Chapter 11 effort.

If the court in White Plains, New York, approves at a May 23 sale-
procedures hearing, competing bids would be due by June 17,
followed by a June 20 auction and a hearing on June 24 for
approval of the sale.

The business, not profitable, was created with $18 million in
equity investments, according to court papers.  There currently
are 44 employees, down from 100.  Bankruptcy was necessary because
workers sued alleging violation of the federal Fair Labor
Standards Act, contending they weren't so-called exempt workers.
The still-pending lawsuit has cost $500,000 in fees and precluded
raising more financing.

Main Street Connect LLC, the owner of the Daily Voice news website
for 41 communities in Westchester County, New York, and Fairfield
County, Connecticut, filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-22729).  The business disclosed assets of $395,000 and
liabilities totaling $877,000, including $550,000 in secured debt.


MEDIACOM BROADBAND: Moody's Rates First Lien Term Loan 'Ba3'
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
first lien term loan of Mediacom Broadband LLC, a wholly owned
operating subsidiary of Mediacom Communications Corporation.

The company expects to use proceeds primarily to repay Mediacom
Broadband's first lien debt. The proposed transaction does not
meaningfully impact leverage or the mix of debt capital, and all
other ratings, including the B1 corporate family rating of
Mediacom, are unchanged.

Mediacom Broadband LLC

  Senior Secured Bank Credit Facility, Assigned Ba3, LGD3, 37%

Ratings Rationale:

The proposed transaction favorably extends the maturity profile
and will likely modestly reduce annual interest expense. Since
total debt will not change materially, Moody's estimates pro forma
leverage in line with the 5.7 times debt-to-EBITDA reported for
the trailing twelve months ended March 31, 2013.

Mediacom's leverage of approximately 5.7 times debt-to-EBITDA
(last twelve months through March 31, 2013), combined with weaker
than peers operating trends, constrains its B1 corporate family
rating. The company continues to underperform most of its peers in
terms of subscriber additions. However, Mediacom's good liquidity
affords it the time and flexibility to invest in its operations
and to improve its credit profile, and revenue and EBITDA have
grown despite weak subscriber trends. Also, despite intense
competition for all products, especially video, and the maturity
of the core video product, Moody's believes the commercial and
high speed data business present good growth prospects. Mediacom
added primary service units for the past two quarters on a year
over year basis, reversing the six sequential quarters of losses,
and investments in customer service and improving the video
offering could stem video subscriber losses. The commitment to
debt reduction and the relative stability of the cable TV business
also support the rating.

The stable outlook assumes that Mediacom will utilize the bulk of
its free cash flow to repay debt over the next 12 to 18 months,
will refrain from additional leveraging activities during this
time frame, and that subscriber trends will continue to improve.
The outlook also incorporates expectations for modest revenue and
EBITDA growth, which, combined with the debt repayment, should
enable the company to sustain leverage below 6 times, as well as
maintenance of good liquidity.

A material weakening of operating performance due to either
escalating competitive pressure or technological changes, or
deterioration of the liquidity profile could pressure the rating
down. Any material use of cash outside of debt reduction or
increase in leverage over the next year could also result in a
negative rating action. If Mediacom continues its pattern of
repaying debt and builds up financial flexibility, the B1 rating
could have tolerance for a debt funded distribution or
acquisition, provided Moody's expected the company would have the
ability and willingness to pay down debt with free cash flow and
reduce leverage in line with its track record throughout 2011 and
2012.

Mediacom could achieve a higher rating with expectations for
sustained debt-to-EBITDA below 5 times and sustained free cash
flow in excess of 5% of debt. A positive rating action would also
require evidence of a commitment to maintaining the stronger
credit profile.

The principal methodology used in these ratings was the Global Pay
Television - Cable and Direct-to-Home Satellite Operators
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.

With its headquarters in Middletown, New York, Mediacom
Communications Corporation (Mediacom) offers traditional and
advanced video services such as digital television, video-on-
demand, digital video recorders, and high-definition television,
as well as high-speed Internet access and phone service. The
company had approximately 1 million video subscribers, 940
thousand high speed data subscribers, and 365 thousand phone
subscribers as of March 31, 2013, and primarily serves smaller
cities in the midwestern and southern United States. It operates
through two wholly owned subsidiaries, Mediacom Broadband and
Mediacom LLC, and its annual revenue is approximately $1.6
billion.


MUNICIPAL MORTGAGE: Swings to $41.5MM Net Income in First Quarter
-----------------------------------------------------------------
Municipal Mortgage & Equity, LLC, filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $41.50 million on $15.93 million of total
interest income for the three months ended March 31, 2013, as
compared with a net loss of $8.87 million on $17.08 million of
total interest income for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed
$1.79 billion in total assets, $1.07 billion in total liabilities
and $725.06 million in total equity.

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

                        http://is.gd/TCMQlD

                     About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, KPMG LLP, in
Baltimore, Maryland, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets and work
with its creditors to restructure or extend its debt arrangements.


MOMENTIVE PERFORMANCE: Incurs $61MM Net Loss in First Quarter
-------------------------------------------------------------
Momentive Performance Materials Inc. filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $61 million on $570 million of net
sales for the three months ended March 31, 2013, as compared with
a net loss of $65 million on $593 million of net sales for the
same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $2.87
billion in total assets, $4.12 billion in total liabilities and a
$1.25 billion total deficit.

"While sales declined slightly in first quarter 2013 compared to
the prior year period, segment EBITDA increased significantly
reflecting primarily the benefit of our ongoing cost control
initiatives," said Craig O. Morrison, Chairman, president and CEO.
"Our Segment EBITDA margins also improved as we continue to take
the necessary actions to optimize the business for the slower-
growth environment we are currently experiencing globally.
Although the quartz business continued to reflect poor
semiconductor demand, our silicone volumes increased slightly in
the first quarter of 2013 versus the first quarter of 2012."

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

                        http://is.gd/iRb4WF

                    About Momentive Performance

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

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

                           *     *     *

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

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

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


MOMENTIVE SPECIALTY: Lowers Net Loss to $4 Million in Q1
--------------------------------------------------------
Momentive Specialty Chemicals Inc. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $4 million on $1.19 billion of net sales
for the three months ended March 31, 2013, as compared with a net
loss of $16 million on $1.23 billion of net sales for the same
period during the prior year.

The Company's balance sheet at March 31, 2013, showed $3.51
billion in total assets, $5.05 billion in total liabilities and a
$1.54 billion total deficit.

"North American housing and our past restructuring initiatives,
particularly in Europe, continued to drive strong results in our
forest products business in the first quarter of 2013," said Craig
O. Morrison, chairman, president and CEO.  "We continued to
experience softer results in our oilfield proppants business due
to lower demand, although we believe this remains a long-term
growth business for us.  Demand for our specialty and base epoxy
resins in the first quarter of 2013 also trailed the prior year
results.  Despite these headwinds, we continue to prudently
balance our growth initiatives with our global cost reduction
initiatives and the savings from the shared services agreement
with MPM.  As of the first quarter of 2013, we are working toward
achieving $17 million of in-process cost savings that we expect to
achieve over the next 12 to 15 months."

"We were also pleased to successfully complete the refinancing of
portions of our capital structure in the first quarter of 2013,
which further extended our debt maturity profile.  Following these
transactions, we do not have any material debt maturities prior to
2018."

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

                       http://is.gd/55uTa0

                    About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty reported net income of $118 million on $5.20
billion of net sales in 2011, compared with net income of $214
million on $4.59 billion of net sales in 2010.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


MOUNTAIN PROVINCE: Incurs C$4.8-Mil. Net Loss in First Quarter
--------------------------------------------------------------
Mountain Province Diamonds Inc. reported a net loss of
C$4.83 million for the three months ended March 31, 2013, as
compared with a net loss of C$4.40 million for the three months
ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed
C$96.79 million in total assets, C$14.23 million in total
liabilities and C$82.56 million in total shareholders' equity.

The Company's primary mineral asset is in the exploration and
evaluation stage and, as a result, the Company has no source of
revenues.

A copy of the Form 6-K is available for free at:

                        http://is.gd/25tnzu

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49% interest in the Gahcho Kue Project.

Mountain Province disclosed a net loss of C$3.33 million for the
year ended Dec. 31, 2012, a net loss of C$11.53 million in 2011,
and a net loss of C$14.53 million in 2010.

"The Company's primary mineral asset is in the exploration and
evaluation stage and, as a result, the Company has no source of
revenues.  In each of the years December 31, 2012, 2011 and 2010,
the Company incurred losses, and had negative cash flows from
operating activities, and will be required to obtain additional
sources of financing to complete its business plans going into the
future.  Although the Company had working capital of $46,653,539
at December 31, 2012, including $47,693,693 of cash and cash
equivalents and short-term investments, the Company has
insufficient capital to finance its operations and the Company?s
costs of the Gahcho Kue Project (Note 7) over the next 12 months.
The Company is currently investigating various sources of
additional funding to increase the cash balances required for
ongoing operations over the foreseeable future.  These additional
sources include, but are not limited to, share offerings, private
placements, credit and debt facilities, as well as the exercise of
outstanding options.  However, there is no certainty that the
Company will be able to obtain financing from any of those
sources.  These conditions indicate the existence of a material
uncertainty that results in substantial doubt as to the Company's
ability to continue as a going concern," according to the
Company's annual report for the period ended Dec. 31, 2012.


MOUNTAINVIEW ENERGY: Files Annual Financial Statements & MD&A
-------------------------------------------------------------
Mountainview Energy Ltd. on May 15 disclosed that it has filed its
audited annual consolidated financial statements and related
management's discussion and analysis (MD&A) for the three months
and year ended December 31, 2012.

As previously announced, the filing of Financial Statements and
MD&A was delayed.  The initial reason for the delay was
principally due to the fact that Mountainview was preparing the
materials for the first time in accordance with U.S. GAAP.
Mountainview applied for and received a management cease trade
order from the Alberta Securities Commission and the British
Columbia Securities Commission in accordance with National Policy
12-203, which has prevented Mountainview's President & Chief
Executive Officer, Patrick Montalban, as well as its Chief
Financial Officer, Angelique Hatch, and the directors of
Mountainview from trading the Company's securities while the
Company remains in filing default, but enabled all other investors
to continue trading the Company's securities.

After receiving the MCTO, it became apparent that the appropriate
accounting principles under which Mountainview was required to
prepare the Financial Statements and MD&A was International
Financial Reporting Standards.  Accordingly, the Company has
prepared the Financial Statements and MD&A in accordance with
IFRS, which has caused an additional delay.  Pursuant to the terms
of the MCTO, it is expected that the MCTO will be lifted in two
full business days.

                       About Mountainview

Mountainview Energy Ltd. is a public oil and gas company listed on
the TSX Venture Exchange, with a primary focus on the exploration,
production and development of the Bakken and Three Forks Shale in
the Williston Basin and the South Alberta Bakken.


NATIONAL HOLDINGS: Reports $494,000 Net Income in March 31 Qtr.
---------------------------------------------------------------
National Holdings Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $494,000 on $32.94 million of total revenues for the
three months ended March 31, 2013, as compared with a net loss of
$1.76 million on $33.21 million of total revenues for the same
period during the prior year.

For the six months ended March 31, 2013, the Company reported net
income of $454,000 on $59.39 million of total revenues, as
compared with a net loss of $2.76 million on $58.61 million of
total revenues for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $23.85
million in total assets, $12.88 million in total liabilities and
$10.97 million in total stockholders' equity.

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

                        http://is.gd/nmiu7T

                     About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

The Company incurred a net loss of $1.93 million for the year
ended Sept. 30, 2012, compared with a net loss of $4.71 million
during the prior year.

Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred significant losses and has a working
capital deficit as of Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code."


NCI BUILDING: Improved Debt Leverage Cues Moody's to Up CFR to B1
-----------------------------------------------------------------
Moody's Investors Service raised NCI Building Systems, Inc.'s
corporate family rating to B1 from B2, probability of default
rating to B1-PD from B2-PD, and assigned a B2 rating to the
company's new senior secured term loan due 2019. The speculative
grade liquidity assessment was affirmed at SGL-3, and the rating
outlook is stable.

The following rating actions were taken:

  Corporate Family Rating, raised to B1 from B2;

  Probability of Default Rating, raised to B1-PD from B2-PD;

  New senior secured term loan due 2019, assigned a B2 (LGD4,
  60%);

  Speculative grade liquidity assessment, affirmed at SGL-3;

  B3 ratings on NCI's existing senior secured revolving credit
  facility due 2018 will be withdrawn at closing;

Ratings Rationale:

The rating upgrade reflects NCI's improved debt leverage, due to
the converting of all preferred shares into common equity, and
Moody's increasing confidence that NCI's credit metrics, sustained
by a slowly improving non-residential construction market, will
gradually improve for at least the next two years and that the
company will be able to maintain operating profitability going
forward.

The B1 corporate family rating reflects the company's a) improved
pro forma adjusted debt leverage, b) ability to return to
operating profitability, although it remains weak, c) strong cash
flow from operations, d) adequate liquidity, e) strong market
position, nationwide presence, and vertically-integrated business
model, and f) Moody's expectations for a modest recovery in non-
residential construction over the next 12 to 18 months.

Although the company's business segments create a balance that
minimizes its exposure to steel price volatility, NCI remains
vulnerable to rising steel prices, as steel comprises over 70% of
NCI's cost of sales, and it may not be able to immediately pass on
its higher input costs to customers. Free cash flow, while
positive, is running substantially below recent peaks, coming in
at $21 million in fiscal 2012 vs. $74 million in fiscal 2009,
largely because of increased capital expenditures.

NCI's adequate liquidity is supported by a $150 million undrawn
asset-based revolving credit facility ("ABL"), a history of free
cash flow generation, and lack of near-term debt maturities, which
provides NCI financial flexibility while it completes the
integration of Metl-Span and awaits a significant recovery in its
end markets. The liquidity assessment also considers NCI's
relatively low cash balance of $26 million as of January 27, 2013
and higher capital expenditures over the next 12 to 18 months as
the company retools certain facilities and brings two new
locations on line.

As per this transaction, NCI's senior secured term loan will no
longer be subject to any financial covenants. The only covenant
pertaining to the ABL is a springing fixed charge coverage
covenant. If the availability under the revolver falls below $15
million, NCI will be required to maintain a fixed charge coverage
of above 1.0x. As of January 27,2013, NCI's fixed charge coverage
was 3.07x, but the company currently easily meets the minimum
availability requirement and is not currently required to meet
this covenant.

The stable outlook reflects Moody's expectation that NCI will
continue to generate positive operating income as demand in its
primary end markets slowly strengthens. Moody's also anticipates
that NCI will whittle away at its adjusted debt leverage metric
through healthy EBITDA growth.

The ratings and/or outlook could improve if NCI is able to
generate adjusted EBITA margins greater than 4.0%, adjusted EBITA-
to-interest expense approaching 3.0x, and adjusted debt-to-EBITDA
below 4.0x, all on a sustained basis. In addition, the company
would also need to resolve its ultimate ownership, as private
equity-owned companies typically do not achieve Ba rating status.

The outlook may come under pressure if NCI reports operating
losses on a trailing 12-month basis, generates adjusted EBITA-to-
interest expense below 1.0x, or maintains an adjusted debt-to-
EBITDA above 6.0x. Also, if the company begins generating negative
adjusted free cash flow, engages in material debt-financed
acquisitions, or if conditions in the non-residential construction
sector again deteriorate, the rating could be lowered.

The B2 rating assigned to the proposed new $240 million senior
secured term loan due 2019, one notch below the corporate family
rating, results from downward rating pressures arising from the
company's senior secured ABL bank facility, which will have a much
higher recovery rate than the notes' recovery rate in a distressed
scenario. Also, the term loan does not benefit from loss
absorption by more subordinated debt in the capital structure. The
term loan benefits from a first-priority interest in all assets
not pledged to the asset-based revolver, and a second-priority
interest in the ABL assets.

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

NCI Building Systems, Inc. is one of North America's largest
integrated manufacturers of metal products for the nonresidential
building industry. During the last twelve months ending January
27, 2013, the company generated revenues and Moody's-adjusted
EBITDA of $1.2 billion and $73.5 million, respectively. Clayton,
Dubilier & Rice, through its investment funds, owned 72.3% of NCI
as of January 27, 2013.


NEENAH ENTERPRISES: S&P Assigns 'B' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Wisc.-based iron castings and forged
components manufacturer Neenah Enterprises Inc.  The outlook is
stable.

At the same time, S&P assigned 'B' issue-level and '3' recovery
ratings to the company's $150 million term loan B.  The '3'
recovery rating indicates S&P's expectation of meaningful (50% to
70%) recovery for debtholders in the event of a payment default.

"The ratings reflect Neenah's "vulnerable" business risk profile,
which incorporates the highly competitive and cyclical industry in
which it operates," said Standard & Poor's credit analyst Lawrence
Orlowski.  The ratings also reflect an "aggressive" financial risk
profile, which incorporates a material level of debt leverage.
Although commercial truck demand has recently softened, S&P
believes the company will continue to improve its operations and
this should support results in the face of slower demand.
Moreover, S&P believes a strengthening municipal market should
help improve overall performance.

By competing in the municipal and industrial markets, Neenah
realizes some revenue diversity.  The company manufactures iron
castings and forged components for the municipal, heavy truck,
agricultural, construction, and heating, ventilation, and air
conditioning (HVAC) industries.  Municipal castings include
manhole frames, storm drains, trench castings, and decorative
tree grates.  Industrial castings have a wide variety of
applications, notably engine heads and blocks for the heavy-duty
truck market.  The municipal market represents about 25% of fiscal
sales, heavy-duty truck 33%, HVAC 5%, construction and agriculture
23%, and other 13%.  The company has eight plants composed of
2,170 employees capable of casting 347,000 tons of iron annually.

S&P expects sales in 2013 to be up about 3%, following 2012 sales
growth of 18.6%.  S&P expects commercial-vehicle production in
North America to be flat or slightly negative in 2013, which will
likely hurt sales growth, in S&P's view.  Truck freight tonnage, a
key indicator for truck demand overall, but particularly for
heavy-duty Class 8 trucks, rose 0.9% sequentially in March after
decreasing 0.7% in February 2013.  Year over year, truck freight
tonnage was up 3.8%.  S&P expects economic activity, especially
demand for housing, to drive the municipal market.  In 2013, S&P
forecasts real GDP growth in the U.S. of 2.7% versus 2.2% in 2012.
S&P expects housing starts to rise 31% in 2013.

The stable rating outlook reflects S&P's expectation that Neenah
can maintain leverage below 5x and generate positive free
operating cash flow in the year ahead because S&P believes the
strengthening municipal market should help offset softening demand
for commercial vehicles in North America.

Although unlikely to occur in the coming year, a successful
realization of operating improvements and a strengthening demand
in its commercial vehicle market could result in a higher rating
if S&P believed the company could keep leverage below 4x on a
sustained basis.  Moreover, S&P would expect the company to
generate solid positive free cash on a sustained basis.

S&P could lower the rating if free operating cash flow generation
turns negative for consecutive quarters and significantly
decreases liquidity, or if debt to EBITDA, including S&P's
adjustments, exceeds 5x.  For example, S&P estimates that debt to
EBITDA could reach this threshold if the company's gross margins
fell below 12% and revenue declined 10%.  This could be because of
deeper-than-expected weakness in the North American commercial
vehicle demand, resulting in lower production.


NEW ENGLAND COMPOUNDING: Suits Over Meningitis Outbreak Remanded
----------------------------------------------------------------
District Judge Samuel G. Wilson in Roanoke granted motions filed
by plaintiffs in 13 separate civil actions to remand to state
court their lawsuit against Insight Health Corp., IHC physicians,
and Image Guided Pain Management.  The state-court complaints
allege that the defendants acted negligently, fraudulently, and in
violation of the Virginia Consumer Protection Act by obtaining
contaminated methylprednisolone acetate (an injectable steroid
commonly used to treat swelling and pain) from the New England
Compounding Center and administering it via injections that caused
fungal meningitis. After the plaintiffs filed their complaints in
state court, IHC removed the actions to federal court based on the
claims' purported relation to NECC's ongoing Chapter 11 bankruptcy
in the District of Massachusetts. Each plaintiff has filed a
motion to remand his or her cause of action to state court, each
arguing that IHC's removal petition was jurisdictionally
deficient. Failing that, they argue, the court should abstain from
exercising related-to jurisdiction, or should remand the action on
equitable grounds.  IHC's codefendants, Dr. John Mathis, Dr.
Robert O'Brien, and Image Guided Pain Management, joined in the
plaintiffs' motions.

A copy of Judge Wilson's May 10 Memorandum Opinion in one of the
lawsuits, SHARON G. WINGATE, Plaintiff, v. INSIGHT HEALTH CORP. et
al. Defendants, Civil Action No. 7:13cv00142 (W.D. Va.), is
available at http://is.gd/TKB94wfrom Leagle.com.


                  About New England Compounding

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012.
Daniel C. Cohn, Esq., at Murtha Cullina LLP, serves as counsel.
Verdolino & Lowey, P.C. is the financial advisor.

The Debtor estimated assets and liabilities of at least $1
million.  The Debtor owns and operates the New England Compounding
Center is located in Framingham, Mass.

The company said at the outset of bankruptcy that it would work
with creditors and insurance companies to structure a Chapter 11
plan dealing with personal injury claims.

The outbreak linked to the pharmacy has killed 39 people and
sickened 656 in 19 states, though no illnesses have been reported
in Massachusetts.  In October, the company recalled all its
products, not just those associated with the meningitis outbreak.

An official unsecured creditors' committee was formed to represent
individuals with personal-injury claims. The members selected
Brown & Rudnick LLP to be the committee's lawyers.


OPTIMUMBANK HOLDINGS: Incurs $2.1 Million Net Loss in Q1
--------------------------------------------------------
Optimumbank Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.15 million on $1.30 million of total interest
income for the three months ended March 31, 2013, as compared with
a net loss of $582,000 on $1.31 million of total interest income
for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed
$135.60 million in total assets, $130.87 million in total
liabilities and $4.73 million in total stockholders' equity.

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

                       http://is.gd/oDVDgp

                    About OptimumBank Holdings

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100% of OptimumBank,
a state (Florida)-chartered commercial bank.

Optimumbank Holdings disclosed a net loss of $4.69 million in
2012, as compared with a net loss of $3.74 million in 2011.

                        Regulatory Matters

Effective April 16, 2010, the Bank consented to the issuance of a
Consent Order by the  Federal Deposit Insurance Corporation and
the the Florida Office of Financial Regulation, also effective as
of April 16, 2010.

The Consent Order represents an agreement among the Bank, the FDIC
and the OFR as to areas of the Bank's operations that warrant
improvement and presents a plan for making those improvements.
The Consent Order imposes no fines or penalties on the Bank.  The
Consent Order will remain in effect and enforceable until it is
modified, terminated, suspended, or set aside by the FDIC and the
OFR.

OXFORD RESOURCE: Posts $6.3-Mil. Net Loss in First Quarter
----------------------------------------------------------
Oxford Resource Partners, LP on May 15 reported first quarter 2013
financial results.

Adjusted EBITDA was $9.0 million for the first quarter of 2013
compared to $11.0 million for the first quarter of 2012.  Adjusted
EBITDA declined due to the planned lower sales volume from the
Partnership's Illinois Basin operations.  Cash margin per ton
increased 7.9 percent to $6.40 in the first quarter of 2013 from
$5.93 in the first quarter of 2012.  This was driven by a 3.3
percent increase in coal sales revenue per ton to $50.65,
partially offset by a 2.7 percent increase in cash cost of coal
sales per ton to $44.25 as a result of the planned lower
production from the Illinois Basin operations and increased
purchased coal volume.

Net loss for the first quarter of 2013 was $6.3 million compared
to a net loss of $15.7 million for the first quarter of 2012.  Net
loss for the first quarter of 2013 included $0.1 million of
impairment and restructuring expenses and a $0.5 million loss on
disposal of assets.  Net loss for the first quarter of 2012
included $8.4 million in impairment and restructuring expenses and
a $1.1 million loss on disposal of assets.  Excluding impairment
and restructuring expenses and losses on disposal of assets,
Adjusted Net Loss2 would have been $5.7 million for the first
quarter of 2013 compared to $6.2 million for the first quarter of
2012.

"I am pleased to report that the year is off to a good start with
first quarter Adjusted EBITDA performance showing a $1.0 million
improvement over the fourth quarter," said Oxford's President and
Chief Executive Officer Charles C. Ungurean.  "We have been
working diligently to address the upcoming credit facility
maturity and expect to announce a comprehensive resolution within
the next few weeks.  With this increased financial flexibility, we
will be better positioned to participate in a coal market rebound.
We are encouraged by the recent decline in utility stockpiles and
higher natural gas prices in our region, both of which should
drive increasing demand in our market.  Our recent actions to
improve cash margins set the stage for us to generate further
profitability improvement on higher future coal volumes."

                          Business Update

Oxford's projected sales volume is almost fully committed and
priced for 2013, underscoring the strength of its long-term
customer relationships and its strategic importance in its core
region.  For 2014, projected sales volume is 79 percent committed
(with 47 percent of the projected sales volume priced and 32
percent of the projected sales volume unpriced).

As a leading low-cost producer of thermal coal and the largest
producer of surface mined coal in Ohio, Oxford is focused on its
core Northern Appalachian operations.  Continued rationalization
of the Partnership's Illinois Basin operations has allowed for the
transfer of excess equipment to the Northern Appalachian mines,
which has reduced capital expenditure spending.  Based on current
market conditions, the Partnership expects to idle production at
its Illinois Basin operations and conclude its restructuring
activities by the end of 2013.

                            Liquidity

As of March 31, 2013, the Partnership had $5.3 million of cash
with no available borrowing capacity on its credit facility.  In
February 2013, the Partnership enhanced liquidity with the receipt
of a settlement of $2.1 million from a purchase coal supplier to
settle a contract dispute.  The Partnership continues to pursue
the sale of excess Illinois Basin equipment which had a net book
value of $6.1 million at the end of the first quarter.

                          Credit Facility

The Partnership's current revolving credit facility matures in
July 2013.  Accordingly, as previously reported, the Partnership
has been engaged in active negotiations addressing this upcoming
maturity and expects to announce a comprehensive resolution within
the next few weeks.

Because this resolution is not yet finalized and the Partnership
is now in default of certain financial covenants, the borrowings
under the credit facility of $147.5 million are presented as a
current liability in its March 31, 2013 consolidated financial
statements.  The Partnership has obtained a forbearance agreement
from the lenders under the credit facility pursuant to which the
lenders have agreed to forbear from seeking any remedies for such
defaults for a period of 30 days.

                          2013 Guidance

The Partnership provides the following updated guidance for 2013
based on its current industry outlook:

The Partnership expects to produce between 6.0 million tons and
6.5 million tons and sell between 6.4 million tons and 6.9 million
tons of thermal coal.  The average selling price is projected to
be $50.50 per ton to $52.50 per ton, with an anticipated average
cost of $42.85 per ton to $44.85 per ton.

Adjusted EBITDA is expected to be in the range of $45 million to
$50 million.

The Partnership anticipates capital expenditures of between $22
million and $25 million.

                      About Oxford Resource

Columbus, Ohio-based Oxford Resource Resource Partners, LP, is a
low-cost producer of high value steam coal, and is the largest
producer of surface mined coal in Ohio.

The Company reported a net loss of $20.2 million on $287.0 million
of revenues for the nine months ended Sept. 30, 2012, compared
with a net loss of $4.0 million on $304.1 million of revenues for
the same period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$233.2 million in total assets, $214.2 million in total
liabilities, and partners' capital of $19.0 million.

A copy of the Form 10-Q is available at http://is.gd/z6lWfJ


PGI INCORPORATED: Incurs $1.6 Million Net Loss in First Quarter
---------------------------------------------------------------
PGI Incorporated filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.65 million on $4,000 of interest income-related party for
the three months ended March 31, 2013, as compared with a net loss
of $1.47 million on $8,000 of interest income-related party for
the same period a year ago.

The Company's balance sheet at March 31, 2013, showed
$1.34 million in total assets, $72.70 million in total liabilities
and a $71.36 million stockholders' deficiency.

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

                        http://is.gd/AicBTn

                       About PGI Incorporated

St. Louis, Mo.-based PGI Incorporated, a Florida corporation, was
founded in 1958, and up until the mid 1990's was in the business
of building and selling homes, developing and selling home sites
and selling undeveloped or partially developed tracts of land.
Over approximately the last 15 years, the Company's business focus
and emphasis changed substantially as it concentrated its sales
and marketing efforts almost exclusively on the disposition of its
remaining real estate.  This change was prompted by its continuing
financial difficulties due to the principal and interest owed on
its debt.

Presently, the most valuable remaining asset of the Company is a
parcel of 366 acres located in Hernando County, Florida.  The
Company also owns a number of scattered sites in Charlotte County,
Florida (the "Charlotte Property"), but most of these sites are
subject to easements which markedly reduce their value and/or
consist of wetlands of indeterminate value.  As of Dec. 31, 2011,
the Company also owned six single family lots, located in Citrus
County, Florida.

As of Dec. 31, 2011, the Company had no employees, and all
services provided to the Company are through contract services.

PGI disclosed a net loss of $6.24 million in 2012, as compared
with a net loss of $5.48 million in 2011.

BKD, LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has significant accumulated deficit, and is in default on
its primary debt, certain sinking fund and interest payments on
its convertible subordinated debentures and its convertible
debentures.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.


PATIENT SAFETY: Had $822,000 Net Loss in First Quarter
------------------------------------------------------
Patient Safety Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss applicable to common stockholders of
$822,079 on $4.75 million of revenues for the three months ended
March 31, 2013, as compared with a net loss applicable to common
stockholders of $1.43 million on $3.10 million of revenues for the
same period a year ago.

The Company's balance sheet at March 31, 2013, showed $18.55
million in total assets, $6.38 million in total liabilities and
$12.16 million in total stockholders' equity.

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

                        http://is.gd/edSix1

                  About Patient Safety Technologies

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

Patient Safety reported a net loss of $1.89 million in 2011,
compared with net income of $2 million during the prior year.


PATRIOT COAL: May Implement 2013 AIP and CERP Compensation Plans
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri has
ruled in favor of the implementation of Patriot Coal Corporation,
et al.'s Motion for Authority to Implement Compensation
Plans, which contain two components: (1) the 2013 Annual Incentive
Plan in which approximately 225 employees are eligible to
participate; and (2) the 2013 Critical Employee Retention Plan in
which 119 employees are eligible to participate.  Some employees
are eligible to participate in both the 2013 AIP and the 2013
CERP.

The Official Committee of Unsecured Creditors and Creditor Bank of
America, as Second Out Dip Agent, supported the Motion.  The U.S.
Trustee by agreement did not file an objection to Debtors' Motion.

The United Mine Workers of America objected to the Compensation
Plans, saying that the 2013 AIP is in essence a retention plan
which must be held to a higher legal standard for approval, and
that the 2013 CERP necessarily contains insiders -- or at least,
Debtors have not sufficiently proven that the 2013 CERP does not
contain insiders -- and that, therefore, the Debtors must meet the
requirements of Section 503(c)(1), but have failed to do so.

As reported in the TCR on Feb. 14, 2013, the Debtors are seeking
approval of a Chapter 11 incentive and a critical employee
retention plan.  Some 225 employees, who comprise approximately 5%
of the Debtors' workforce, are eligible to participate in the 2013
annual incentive plan, the cost of which would total at most
$875,000 for each six-month performance period.  On the other
hand, the critical employee retention plan will benefit 119 of the
Debtors' non-insider employees, which comprise less than 3% of the
Debtors' workforce.  The maximum cost of the CERP totals
approximately $5.2 million.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PILOT TRAVEL: S&P Alters Outlook to Negative & Affirms 'BB' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook to negative
from stable on Knoxville, Tenn.-based Pilot Travel Centers LLC.
S&P affirmed its ratings on the company, including the 'BB'
corporate credit rating.

At the same time, S&P is affirming its 'BB' senior secured issue-
level rating on the company's revolving credit facility and term
debt.  The recovery rating on the secured debt remains '3',
indicating S&P's expectation for meaningful recovery (50% to 70%)
of principal in the event of a payment default.

"The outlook revision to negative incorporates the uncertainty and
possible eventual negative outcomes around the U.S. government
investigation of withholding fuel rebates from some customers,"
said credit analyst Nalini Saxena.  "We believe the investigation
could take some time to reach a resolution.  We are monitoring
developments; at this time, we view the company's liquidity and
customer relations as consistent with the current rating."

The negative outlook reflects S&P's expectation that the
uncertainty and possible eventual negative outcomes around the
U.S. government investigation could lead to higher than assumed
uses of cash.  Also, Pilot's liquidity position is particularly
sensitive to vendor terms and conditions and unfavorable
developments in the investigation could induce vendors to tighten
payment terms.  S&P could lower the rating in the event that
vendors meaningfully tighten days payable and other payment terms
and Pilot was not unable to secure fuel purchases in proportion to
its business needs.  Longer term, meaningful cash payments related
to the investigation that reduced liquidity or raised leverage
could also cause a downgrade, as could an impairment of operating
performance, including customer defections.

S&P could consider revising its outlook to stable in the event
that adverse shifts in vendor sentiment seems less likely and S&P
gain some insight into the possible magnitude of any unfavorable
outcome from the investigation.


PINNACLE AIRLINES: Asks Court to Close Cases of Four Subsidiaries
-----------------------------------------------------------------
Pinnacle Airlines Corp. asks the U.S. Bankruptcy Court for the
Southern District of New York to issue a final decree to close the
Chapter 11 cases of its four subsidiaries.

The move comes after the company and its subsidiaries, Colgan Air
Inc., Mesaba Aviation Inc., Pinnacle Airlines Inc. and Pinnacle
East Coast Operations Inc., officially emerged from bankruptcy
protection on May 1.

"Remaining activity in the cases is substantively limited to the
main case," Darren Klein of Davis Polk & Wardwell LLP said,
referring to the parent's bankruptcy case, which he said, will
remain open.

Mr. Klein said any payment to creditors of the reorganized
companies under the court-approved restructuring plan will be made
from the "unsecured claims trust" or the main case since the plan
contemplates the consolidation of the estates for purposes of
distributions.

Judge Robert Gerber approved the airlines' restructuring plan on
April 17, under which secured creditors will be paid in full while
union and unsecured creditors will recover less than 1% on claims.

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

                       About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million, and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.


PISGAH COMMUNITY BANK: Closed; Capital Bank Assumes Deposits
------------------------------------------------------------
Pisgah Community Bank, Asheville, North Carolina, was closed
May 10 by the North Carolina Office of the Commissioner of Banks,
which appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Capital Bank, National
Association, Rockville, Maryland, to assume all of the deposits of
Pisgah Community Bank.

The sole former branch of Pisgah Community Bank will reopen as a
branch of Capital Bank, National Association during its normal
business hours.

As of March 31, 2013, Pisgah Community Bank had approximately
$21.9 million in total assets and $21.2 million in total deposits.
In addition to assuming all of the deposits of the failed bank,
Capital Bank, National Association agreed to purchase
approximately $19.8 million of the failed bank's assets. The FDIC
will retain the remaining assets for later disposition.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-450-5143.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/pisgahcommbk.html

The FDIC estimates that cost to the Deposit Insurance Fund will be
$8.9 million.  Compared to other alternatives, Capital Bank,
National Association was the least costly resolution for the
FDIC's DIF.  Pisgah Community Bank is the 11th FDIC-insured
institution to fail in the nation this year, and the second in
North Carolina.  The last FDIC-insured institution closed in the
state was Parkway Bank, Lenoir, North Carolina, on April 26, 2013.


QUANTUM CORP: Agrees with Starboard on Board Membership
-------------------------------------------------------
Quantum Corp. has entered into an agreement with Starboard Value
LP and its affiliates regarding the membership and composition of
Quantum's board of directors.

Under the agreement, Jeffrey Smith, Starboard's CEO and chief
investment officer, has been appointed to Quantum's board of
directors, effective immediately and the size of the board has
been expanded from eight to nine members and will remain at nine
until prior to Quantum's 2014 Annual Meeting of Stockholders.
Quantum will also nominate two additional Starboard-recommended
directors -- Louis DiNardo, president and CEO of Exar Corp., and
Philip Black, president and CEO of Nexsan Technologies -- for
election at Quantum's 2013 Annual Meeting of Stockholders in the
place of two incumbent directors.  In the interim, DiNardo and
Black may observe meetings of the board.

Also as part of the agreement, Starboard -- which beneficially
owns approximately 17 percent of the outstanding shares of
Quantum's common stock, including shares underlying Quantum's
convertible senior subordinated notes -- will vote all of its
shares in favor of each of the Quantum board's nominees at the
2013 Annual Meeting and in accordance with the board's
recommendation with respect to Quantum's "say-on-pay" proposal,
unless Institutional Shareholder Services Inc. recommends
otherwise regarding the proposal.

"We are pleased that we were able to come to an agreement with
Starboard that we believe serves the best interests of Quantum and
all our stockholders," said Jon Gacek, president and CEO of
Quantum.  "We also look forward to drawing on the experience and
perspectives that Jeff, Lou and Phil each bring to the board as we
focus on driving growth and profit by building on our leadership
in data protection and big data management."

"We are pleased to have worked constructively with management and
the board of Quantum and are confident that the addition of Lou,
Phil and myself will serve the best interests of Quantum and its
stockholders," said Smith, speaking on behalf of Starboard.  "We
believe that Lou's track record of execution as a public
technology company CEO, and Phil's extensive experience of more
than 30 years as CEO of companies in the storage and technology
space, will be invaluable as we work with the board to enhance
value for the benefit of all stockholders."

In connection with the Settlement Agreement, Thomas S. Buchsbaum,
Elizabeth A. Fetter and Joseph A. Marengi will not stand for re-
election to the Board at the 2013 Annual Meeting.  The members of
the Board express their deepest appreciation to each of Messrs.
Buchsbaum and Marengi and Ms. Fetter for their many years of
dedicated service to the Company.

A copy of the Agreement is available for free at:

                         http://is.gd/dzDjjY

                     PCM CEO Nominated to Board

Quantum Corp. said it will nominate Gregg Powers, chairman and CEO
of Private Capital Management, for election to the company's board
of directors at its 2013 Annual Meeting of Stockholders.  PCM has
been a long-term investor in Quantum and is one of the Company's
largest shareholders, with beneficial ownership of approximately 8
percent of the outstanding shares of Quantum's common stock.

"PCM has long been one of Quantum's top shareholders, and Gregg
brings a balanced perspective both as a professional value
investor and technologist," said Jon Gacek, president and CEO of
Quantum.  "He also has vast experience with technology investing,
a deep understanding of our business and a clear appreciation of
the key value drivers in our industry from a product, customer and
human capital perspective."

"Quantum has a broad portfolio of technologies and solutions that
are well-suited to meeting customers' data protection and big data
management needs," said Powers.  "I have long known the company
and believe that the pieces are in place to substantially enhance
shareholder value.  I look forward to working with management and
the rest of the board to help the company fully capitalize on its
many market opportunities and create value for all of Quantum?s
stakeholders."

Mr. Powers joined PCM in 1988 and during the mid-1990s became co-
portfolio manager, credited with the primary underwriting of the
firm's investments in technology, healthcare, and
telecommunications. He was named president of PCM in 1999, CEO in
2008 and chairman in 2009.  As portfolio manager, Powers oversees
all aspects of the investment of client portfolios.

Prior to the 2013 Annual Meeting, Powers may observe Quantum board
meetings.

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

For the 12 months ended March 31, 2013, the Company incurred a net
loss of $52.41 million on $587.57 million of total revenue, as
compared with a net loss of $8.81 million on $652.37 million of
total revenue for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed
$371.14 million in total assets, $452.72 million in total
liabilities, and a $81.58 million stockholders' deficit.


QWEST CORP: S&P Assigns 'BB' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-level
rating and '1' recovery rating to Qwest Corp.'s proposed senior
notes (undetermined amount and maturity).  The '1' recovery rating
indicates S&P's expectation for very high (90%-100%) recovery in
the event of payment default.  The company intends to use the
proceeds from the notes to refinance a portion of the $750 million
of Qwest Corp. floating rate notes due June 2013.

Qwest Corp. is a wholly owned subsidiary of Monroe, La.-based
telecommunications service provider CenturyLink Inc.  S&P's
corporate credit rating on CenturyLink is 'BB' with a stable
outlook.

RATINGS LIST

CenturyLink Inc.
Corporate Credit Rating            BB/Stable/B

New Rating

Qwest Corp.
Senior Notes                       BBB-
   Recovery Rating                  1


RADIAN GROUP: Re-Elects Directors, Declares Quarterly Dividend
--------------------------------------------------------------
Radian Group Inc. on May 15 disclosed that its stockholders re-
elected eleven directors, who serve one-year terms and are re-
elected annually.  The company's stockholders also approved all of
the Board of Directors' recommendations presented for vote at
Radian's 2013 Annual Meeting, including an annual advisory vote on
Radian's executive compensation, an increase in the company's
authorized shares of common stock from 325 million to 485 million,
and a re-approval of each primary component of Radian's tax
benefit preservation strategy.

Radian also announced that the company's Board of Directors
approved a regular quarterly dividend on its common stock in the
amount of $0.0025 per share, payable on June 5, 2013, to
stockholders of record as of May 28, 2013.

Chief Executive Officer S.A. Ibrahim addressed the attendees of
Radian's Annual Meeting by stating, "Thanks to the determination
and dedication of the Radian team, we wrote an increasing volume
of new mortgage insurance business each consecutive quarter in
2012, and ended the year with more than double the amount of
business we wrote in 2011.  In March this year, we successfully
completed a capital raise with net proceeds of $689 million.  We
now expect to maintain a risk-to-capital ratio for Radian Guaranty
of 20 to 1 or below for the foreseeable future, while also
preserving a strong level of holding company liquidity."

Mr. Ibrahim added, "Today, our immediate priority is to write as
much new, high-quality business as possible, as the FHA pulls back
and as the housing market recovers, which is expected to fuel our
growth and position Radian for a return to operating
profitability.  We believe Radian is in a strong position to
continue promoting and preserving low downpayment lending while
continuing to build stockholder value."

                        About Radian Group

Headquartered in Philadelphia, Radian Group Inc. --
http://www.radian.biz-- provides private mortgage insurance and
related risk mitigation products and services to mortgage lenders
nationwide through its principal operating subsidiary, Radian
Guaranty Inc.  These services help promote and preserve
homeownership opportunities for homebuyers, while protecting
lenders from default-related losses on residential first mortgages
and facilitating the sale of low-downpayment mortgages in the
secondary market.

                           *     *     *

As reported by the Troubled Company Reporter on March 4, 2013,
Standard & Poor's Ratings Services said that it has affirmed all
of its ratings on Radian Group Inc.  At the same time, S&P revised
the outlook to stable from negative.  S&P also assigned its 'CCC+'
senior unsecured debt rating to the company's proposed
$350 million convertible senior notes.

As reported by the Troubled Company Reporter on Oct. 17, 2012,
Standard & Poor's Rating Services raised its long-term issuer
credit ratings on Radian Group Inc. (RDN) to 'CCC+' from 'CCC-'
and MGIC Investment Corp. (MTG) to 'CCC+' from 'CCC'. The
financial strength ratings for both RDN's and MTG's respective
operating companies are unchanged.  The outlook on both companies
is negative.

"The outlook for each company is negative, reflecting the
continuing risk of significant adverse reserve development; the
current trajectory of operating performance; and the expected
impact ongoing losses will have on their capital positions," S&P
said in October 2012.  "We expect operating performance to
deteriorate for the rest of the year for both companies,
reflecting the affect of normal adverse seasonality on new notices
of delinquency and cure rates, and the lack of greater improvement
in the job markets."


RESIDENTIAL CAPITAL: Brackhahns May Seek to Unwind Foreclosure
--------------------------------------------------------------
In the civil action Brackhahn, et al. v. Beals-Eder, et al.,
Magistrate Judge Kathleen M. Tafoya corrected an order pursuant to
Fed. R. Civ. P. 60(a) regarding GMAC Mortgage LLC's bankruptcy.

On May 14, 2012, Residential Capital LLC and certain of its
affiliates including GMAC Mortgage filed voluntary Chapter 11
petitions in the U.S. Bankruptcy Court for the Southern District
of New York.  GMAC has advised that the Bankruptcy Court entered a
final supplemental order granting it limited relief from the
automatic stay to permit non-Debtor parties in foreclosure and
eviction proceedings, borrower bankruptcy cases and title disputes
to assert and prosecute certain defenses, claims and
counterclaims.

Accordingly, in an April 3, 2013 order available at
http://is.gd/IhBQ4gfrom Leagle.com, Judge Tafoya modified the
order staying all proceedings against GMAC as a result of
Bankruptcy Case No. 12-1202(MG) to note that, to the extent the
Plaintiffs are seeking to invalidate or unwind the foreclosure
that has occurred, prevent GMAC Mortgage from evicting the
Plaintiffs from the property that is at issue in the Brackhahn v
Beals-Eder action, or have title to the property foreclosed upon
restored in their name, those claims may proceed to resolution in
the litigation and are not stayed by the automatic bankruptcy
stay.  All claims asserted by he Plaintiffs seeking monetary
damages are, however, stayed at the present time.

GMAC Mortgage is ordered to file a status report in the case
within 10 days of any relief from stay in the bankruptcy case.


RESPONSE BIOMEDICAL: Incurs C$9.9 Million Net Loss in Q1
--------------------------------------------------------
Response Biomedical Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss and comprehensive loss of C$9.96 million on C$1.59
million of gross profit and product sales for the three months
ended March 31, 2013, as compared with a net loss and
comprehensive loss of C$5.70 million on C$1.27 million of gross
profit and product sales for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed C$14.65
million in total assets, C$23.68 million in total liabilities and
a C$9.02 million total shareholders' deficit.

"We are pleased to report our financial results for the first
quarter of 2013, which show continued revenue growth at 19% year
over year, an improvement in our gross margin by 2.2 percentage
points over the comparative period last year, along with positive
Adjusted EBITDA of $151 thousand," said Jeff Purvin, chief
executive officer.

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

                       http://is.gd/OWCx9n

                     About Response Biomedical

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

Response Biomedical disclosed a net loss and comprehensive loss of
C$5.28 million on C$11.75 million of product sales for the year
ended Dec. 31, 2012, as compared with a net loss and comprehensive
loss of C$5.37 million on C$9.02 million of product sales during
the prior year.  The Company incurred a C$10.08 million net loss
and comprehensive loss in 2010.

"We have incurred significant losses to date.  As at December 31,
2012, we had an accumulated deficit of $112,171,008 and have not
generated positive cash flow from operations.  Accordingly, there
is substantial doubt about our ability to continue as a going
concern.  We may need to seek additional financing to support our
continued operation; however, there are no assurances that any
such financing can be obtained on favorable terms, if at all.  In
view of these conditions, our ability to continue as a going
concern is dependent upon our ability to obtain such financing
and, ultimately, on achieving profitable operations," according to
the Company's annual report for the period ended Dec. 31, 2012.

RYLAND GROUP: S&P Assigns 'BB-' Rating to $250MM Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating and
'4' recovery rating to The Ryland Group Inc.'s (Ryland) proposed
$250 million convertible senior notes due 2019.  S&P's '4'
recovery rating indicates its expectation for an average (30%-50%)
recovery in the event of default.

The notes will be guaranteed by substantially all of Ryland's
direct and indirect wholly-owned homebuilding subsidiaries.
Ryland's newly issued notes will rank equally with its
$1.1 billion of existing senior unsecured notes.  The company
intends to use the net proceeds for general corporate purposes.
The company's next debt maturity is in January 2015 when
$126 million 5.375% senior notes mature.

"Our ratings on Ryland reflect an "aggressive" financial risk
profile, which reflects EBITDA-based metrics that remain weak for
the rating.  Community count growth should boost volume, and
Ryland is expected to achieve modest profitability in 2012 and
further improvement in 2013, particularly in light of Standard &
Poor's economists' forecast for a more meaningful rebound in new
home starts and sales in 2013.  Ryland will need to sustain
recently stronger order trends in order to return to consistent
profitability and strengthen weak credit metrics to support the
current rating.  We view Ryland's business risk profile to be
"fair" because of the company's less-capital-intensive land
strategies, which result in a shorter number of years' supply and
predominately developed supply of land," S&P said.

The stable outlook reflects S&P's expectation that Ryland's
community count growth and modest margin expansion will result in
steady improvement and a return to consistent profitability.
Ryland's strong cash position, relative to its near-term capital
needs, is a critical ratings support as well.  S&P would lower
ratings if operating results do not improve as expected and if key
credit metrics do not appear to be on an improving trajectory,
such that S&P believes adjusted debt-to-EBITDA will reach 6x or
lower by the end of 2013.  S&P would also lower the rating if
liquidity weakens significantly in the absence of a sustainable
recovery.  An upgrade is unlikely over the next 12 months due to
S&P's expectation that Ryland's leverage will remain elevated.

RATINGS LIST

The Ryland Group Inc.
Corporate Credit Rating                BB-/Stable

New Rating
The Ryland Group. Inc.
$250 million senior notes due 2019     BB-
  Recovery rating                       4


SAN DIEGO HOSPICE: Foley & Lardner Approved as Medicare Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
authorized San Diego Hospice & Palliative Care Corporation to
employ Foley & Lardner LLP as special Medicare counsel.

The Court, in its order, stated that the engagement letter is
amended to reflect Judith A. Waltz' rate for the matter is $615.

As reported in the Troubled Company Reporter on April 12, 2013,
Medicare provides 85% of the Debtors revenue.  Medicare has been
conducting and audit of the Debtor's records since February 2011.
On Oct. 19, 2012, Medicare stopped all of its payments to the
Debtor for two weeks.  This caused a severe cash flow issue for
the Debtor.  Due to the nature of the audit, and the notoriety
around Medicare stopping its payments to the Debtor, the census
dropped significantly which has resulted in a severe diminution of
the Debtors cash flows.  The results of the audit -- which is not
the result of any issues concerning patient care -- will likely
not be known for a considerable period of time, the Debtor said.

Ms. Waltz, an attorney at Foley, will assist the Debtor in
responding to pending investigations by or through CMS, Medicare,
the Department of Justice, and the Office of the U.S. Attorney
relating to the Medicare audit, at an hourly rate of $615.

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

                      About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Cal. Case No. 13-01179) in San Diego on
Feb. 4, 2013.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

The Debtor scheduled $20,369,007 in total assets and $14,888,058
in total liabilities.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.

The Debtor will sell its unused 24-bed hospice facility for $10.7
million to Scripps Health unless a better bid turns up at an
April 30 auction.


SAN DIEGO HOSPICE: Can Hire Medical Development Specialists
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
authorized San Diego Hospice & Palliative Care Corporation to
employ Medical Development Specialists and its vice president,
Richard A. Yardley as health care management consultant.

As reported in the Troubled Company Reporter on April 12, 2013,
MDS will:

      a. review relevant information and documents related to the
         Debtor's recent situation including historical volumes,
         financial statements, recent Medicare audit findings, and
         other relevant materials;

      b. analyze information and documents specific to the
         organization's recent historical performance,
         management's efforts to improve performance, and
         evaluation strategic options/alternatives;

      c. provide an opinion related to the organization's value;
         and

      d. summarize key findings in the form of a written
         declaration.

The employment of MDS will be at the expense of the estate, with
the compensation and reimbursement of $10,000 to be paid by the
Debtor only after further authorization from the Court as
appropriate.

MDS said in the engagement letter that it anticipates its fees
won't exceed $10,000.

Mr. Yardley attests to the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                      About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Cal. Case No. 13-01179) in San Diego on
Feb. 4, 2013.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

The Debtor scheduled $20,369,007 in total assets and $14,888,058
in total liabilities.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.

The Debtor will sell its unused 24-bed hospice facility for $10.7
million to Scripps Health unless a better bid turns up at an
April 30 auction.


SANUWAVE HEALTH: Incurs $5.4 Million Net Loss in First Quarter
--------------------------------------------------------------
SANUWAVE Health, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $5.36 million on $201,234 of revenue for the three months ended
March 31, 2013, as compared with a net loss of $1.83 million on
$238,540 of revenue for the three months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $2.33
million in total assets, $13.64 million in total liabilities and a
$11.31 million total stockholders' deficit.

"The continuation of the Company's business is dependent upon
raising additional capital in the second quarter of 2013.  As of
March 31, 2013, the Company had cash and cash equivalents of
$671,027 and negative working capital of $7,130,480.  For the
three months ended March 31, 2013 and 2012, the net cash used by
operating activities was $1,043,674 and $1,490,445, respectively.
The Company incurred a net loss of $5,369,333 for the three months
ended March 31, 2013 and a net loss of $6,401,494 for the year
ended December 31, 2012.  Since inception, the Company has
experienced recurring losses from operations and had an
accumulated deficit of $76,279,655 at March 31, 2013.  As a
result, there is substantial doubt as to the Company's ability to
continue as a going concern."

                        Bankruptcy Warning

"The Company may raise capital through the issuance of common or
preferred stock, securities convertible into common stock, or
secured or unsecured debt, an investment by a strategic partner in
a specific clinical indication or market opportunity, or by
selling all or a portion of the Company's assets (or some
combination of the foregoing).  If these efforts are unsuccessful,
the Company may be forced to seek relief through a filing under
the U.S. Bankruptcy Code."

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

                        http://is.gd/4yFmfb

                       About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

BDO USA, LLP, in Atlanta, Georgia, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations, has a net
working capital deficit, and is economically dependent upon future
issuances of equity or other financing to fund ongoing operations,
each of which raise substantial doubt about its ability to
continue as a going concern.

SANUWAVE Health reported a net loss of $6.40 million on $769,217
of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $10.23 million on $802,572 of revenue in 2011.


SB PARTNERS: Delays Form 10-Q for First Quarter
-----------------------------------------------
SB Partners notified the U.S. Securities and Exchange Commission
regarding the delay in the filing of its quarterly report for the
period ended March 31, 2013.

The Company has a 30 percent non-controlling interest in Sentinel
Omaha, LLC, an affiliate of the Company's general partner.  The
investment in Omaha is accounted for at fair value.  Earlier this
year, the controller for Omaha informed the Company that, due to
open issues, Omaha's auditors would be unable to complete their
audit and issue an audit opinion for calendar year 2012 until late
May 2013.

Because the investment in Omaha constitutes a significant portion
of the assets of the Company, Company's auditors are required to
review both the financial statements of Omaha and the related
workpapers prepared by Omaha's auditors after the audit work of
Omaha is completed.  Until the Company's auditors perform their
review of the Omaha audit, the Company's auditors cannot issue an
audited opinion on the Company's financial statements for the
period ending Dec. 31, 2012.  As a result, the Company was not
able to file its form 10-K for the period ending Dec. 31, 2012,
timely and filed form 10-K NT.

The Company anticipates filing form 10-K for the year ended
Dec. 31, 2012, and form 10-Q for the period ending March 31, 2013,
shortly after the Omaha audit for Dec. 31, 2012 is complete.

The Company expects to report a net loss of $272,785 on $623,087
of total revenues for the three months ended March 31, 2013, as
compared with a net loss of $280,521 on $639,952 of total revenues
for the same period a year ago.

                         About SB Partners

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.  As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

The Company has a 30% interest in Sentinel Omaha, LLC.  Sentinel
Omaha is a real estate investment company which currently owns 24
multifamily properties and 1 industrial property in 17 markets.
Sentinel Omaha is an affiliate of the partnership's general
partner.


SCIENTIFIC GAMES: Moody's Rates $2.5BB Senior Secured Debt 'Ba2'
----------------------------------------------------------------
Moody's Investors Service confirmed Scientific Games Corporation's
Ba3 Corporate Family Rating and Ba3-PD Probability of Default
Rating.  At the same time, Moody's assigned Ba2 ratings to
Scientific Games International, Inc.'s proposed senior secured
credit facilities, consisting of a 5-year $300 million revolving
credit facility and a 7-year $2.3 billion term loan B.

Scientific Games International, Inc. is a wholly owned subsidiary
of Scientific Games Corporation. Moody's downgraded the ratings on
Scientific Games Corporation's and Scientific Games International,
Inc.'s existing senior subordinated notes to B2 from B1. Moody's
confirmed the Ba1 ratings on Scientific Games International,
Inc.'s existing bank debt, which will be withdrawn at transaction
closing. The rating outlook is negative.

Proceeds from the proposed senior secured credit facilities will
be used to fund the previously announced acquisition of WMS
Industries Inc. ("WMS") for approximately $1.5 billion and to
refinance existing bank debt. The term loan is being pre-
syndicated as the acquisition, which is still subject to various
gaming regulatory approvals, is expected to close later this year.

This action completes the review that was initiated on February 1,
2013.

The confirmation of Scientific Games Corporation's Ba3 Corporate
Family Rating assumes that the proposed transaction will close as
currently planned, and reflects Moody's view that despite high
initial pro forma leverage at almost 7.0 times, the combined
entity will be in a stronger position (increased scale and product
diversity, and cross-selling opportunities) to reduce leverage
through debt reduction and earnings growth relative to SGC on a
stand-alone basis. Moody's expects that SGC, on a pro forma
combined entity basis, will be able to reduce and maintain
debt/EBITDA at between 5.0 times and 5.5 times by the end of
fiscal 2014.

The assignment of a Ba2 to the proposed credit facilities reflects
the significant amount of credit support from the $900 million of
outstanding subordinated notes. The downgrade of the senior
subordinated notes reflects the fact that the proposed capital
structure has a much higher level of contractually senior secured
debt relative to the current structure, as per Moody's Loss Given
Default Methodology.

The negative rating outlook reflects concern on Moody's part that
while the combined entity will be in a stronger position to reduce
leverage, the expected debt/EBITDA range of 5.0 to 5.5 times is
considered to be at the high-end of the range for a Ba3 Corporate
Family Rating. As a result, there is little room within the
current rating to accommodate any modest level of underperformance
relative to Moody's expectations.

Ratings confirmed:

Scientific Games Corporation:

  Corporate Family Rating at Ba3

  Probability of Default Rating at Ba3-PD

Ratings assigned:

Scientific Games International, Inc.

  Proposed 5-year $300 million senior secured revolving credit
  facility at Ba2 (LGD3, 34%)

  Proposed 7-year $2,300 million senior secured term loan B at Ba2
  (LGD3, 34%)

Ratings Downgraded:

Scientific Games Corporation:

  $250 million 8.125% senior subordinated notes due 2018 to B2
  (LGD5, 87%) from B1 (LGD5, 73%)

Scientific Games International, Inc.:

  $350 million 9.25% senior subordinated notes due 2019 to B2
  (LGD5, 87%) from B1 (LGD5, 73%)

  $300 million 6.25% senior subordinated notes due 2020 to B2
  (LGD5, 87%) from B1 (LGD5, 73%)

Ratings confirmed and to be withdrawn at transaction closing:

Scientific Games International, Inc.:

  $250 million senior secured revolving credit facility due 2015
  at Ba1 (LGD2, 18%)

  $558 million senior secured term loan due 2015 at Ba1 (LGD2,
  18%)

Ratings Rationale:

SGC's Ba3 Corporate Family Rating considers the combined entity's
large installed base of gaming machines and lottery terminals,
extensive portfolio of licensed brands, and good customer and
geographic diversity. The rating also incorporates the recurring
nature of the company's contract-based earnings and cash flow and
its substantial presence in the instant ticket segment of the
lottery industry, and favorable long-term fundamentals for the
lottery industry. In addition to potential cross-selling
opportunities, there is upside from SGC's new contract wins and
WMS' recent product launches. Key credit concerns include the
combined entity's high pro forma leverage and integration risk as
SGC digests a company that is more than half of its size.

SGC's ratings could be lowered if the acquisition does not close,
or if the pace of deleveraging is slower than Moody's anticipates.
Moody's could change the ratings outlook to stable if SGC
completes the acquisition of WMS, there is no material change in
SGC's or WMS' operating performance prior to closing, and post-
closing assumptions around expected synergies, free cash flow, and
debt reduction have not changed. A higher rating would require
that SGC achieve and maintain debt/EBITDA at or below 4.0 times
and EBITDA less capital expenditures/interest at or above 3.0
times.

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

Scientific Games Corporation is an integrated supplier of instant
tickets, systems, and services to lotteries worldwide. The company
also supplies server-based gaming terminals and systems,
interactive betting terminals and systems, and wagering systems
and services to licensed bookmakers, bingo halls and arcades. WMS
designs, manufactures and markets video and mechanical reel-
spinning gaming machines, and video lottery terminals.


SCIENTIFIC LEARNING: Incurs $1 Million Net Loss in First Quarter
----------------------------------------------------------------
Scientific Learning Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1 million on $5.47 million of total revenues for
the three months ended March 31, 2013, as compared with a net loss
of $5.03 million on $7.08 million of total revenues for the same
period during the prior year.

The Company's balance sheet at March 31, 2013, showed
$11.30 million in total assets, $17.30 million in total
liabilities, and a $6 million net capital deficiency.

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

                       http://is.gd/UlwXUE

                  About Scientific Learning Corp

Scientific Learning is an education company.  The Company
accelerates learning by applying proven research on how the brain
learns in online and on-premise software solutions.  The Company
provides its learning solutions primarily to United States K-12
schools in traditional brick-and-mortar, virtual or blended
learning settings and also to parents and learning centers, in
more than 40 countries around the world.  The Company's sales are
concentrated in K-12 schools in the U.S., which in during the year
ended December 31, 2011 were estimated to total over 116,000
schools serving approximately 55 million students in almost 14,000
school districts. During the year ended Dec. 31, 2011, the K-12
sector accounted for 87% of the sales of the Company.

The Company reported a net loss of $9.65 million in 2012, as
compared with a net loss of $6.47 million in 2011.

In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2012, Ernst & Young, LLP, in San Jose,
Cal., expressed substantial doubt Scienfic Learning's ability to
continue as a going concern, citing the Company's recurring losses
from operations, deficiency in working capital and its need to
raise additional capital.


SEAGATE HDD: Moody's Rates New 1-Bil. Sr. Unsecured Notes 'Ba1'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Seagate HDD
Cayman's $1 billion senior unsecured note offering. The net
proceeds from the offering will be used for general corporate
purposes, including prefunding the partial redemption of the
company's senior unsecured notes. Moody's also affirmed Seagate
Technology HDD Holdings' (Seagate) Ba1 corporate family rating
(CFR), the Ba1-PD probability of default rating. Seagate's
speculative grade liquidity rating was also affirmed at SGL-1,
indicating very good liquidity. The rating outlook is stable.

Ratings Rationale:

The rating affirmation reflects Seagate's very strong market
position within the hard disk drive (HDD) industry, and the
stabilization of the historic sales and cash flow volatility in
the industry following significant consolidation over the last
decade. Given the high operating leverage in the business model,
Moody' expects Seagate to generate solid profit and free cash flow
over the next couple of years and deliver strong credit metrics
compared to other companies also rated at the Ba1 level.

The CFR also incorporates the long term risks presented by
Seagate's single business-line focus, current competition and
threat of potential product obsolescence and substitution from
emerging solid state drive (SSD) deployments. The ratings are also
constrained by the company's shareholder-friendly financial
policies with regard to potentially sizable share buybacks and
high dividend payments at a time when free cash flow will be
meaningfully higher than historical levels.

Seagate's SGL-1 speculative grade liquidity rating reflects the
nearly $2 billion of cash and investments as of March 29, 2013 and
Moody's expectation of strong free cash flow generation. The
company maintains a $500 million backup credit facility which
matures in 2018. Moody's does not expect the company to utilize
the facility over the next year.

Rating Assigned

  Senior Unsecured Notes, due 2023 - Ba1 LGD3-45%

Ratings Affirmed (and LGD Assessment changed)

  Corporate Family Rating at Ba1

  Probability of Default at Ba1-PD

  Senior unsecured at Ba1 LGD3-45% (from LGD4-62%)

  Speculative Grade Liquidity Rating at SGL-1

Rating Outlook

The stable rating outlook incorporates Moody's view for favorable
near-term HDD storage industry fundamentals, cash generating
prospects and a strong financial profile for Seagate.

What Could Change the Rating - UP

Seagate's CFR could be upgraded if the company maintains its solid
position in the HDD industry, takes steps to protect its revenue
base amid the storage technology evolution, and demonstrates
conservative financial policies, including Moody's adjusted
leverage of less than 1x total debt to EBITDA on a sustained basis
while maintaining cash balances of at least $1.5 billion.

What Could Change the Rating - DOWN

Seagate's rating could be downgraded if the company experienced a
loss of technological leadership that led to sustained market
share losses in the HDD industry and resulted in lower
profitability. Material revenue and EBITDA declines could result
in negative credit implications. Additionally, Moody's could
downgrade the rating if Seagate generated operating losses and/or
negative free cash flow on a sustained basis or engaged in
aggressive financial policies resulting in diminished liquidity.

The principal methodology used in this rating was the Global
Technology Hardware Industry Methodology published in September
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.


SM ENERGY: Moody's Hikes Corp. Family Rating to 'Ba2'
-----------------------------------------------------
Moody's Investors Service upgraded SM Energy Company's Corporate
Family Rating to Ba2 from Ba3. Moody's also upgraded the company's
existing senior notes to Ba3 from B1 and assigned Ba3 ratings to
its proposed offering of $400 million senior notes due 2024. The
Speculative Grade Liquidity remains SGL-2 and the rating outlook
is changed to stable from positive. The proceeds from the senior
notes offering will be used to repay revolver borrowings.

"The upgrade to Ba2 reflects SM Energy Company's growing reserve
and production scale and competitive cost structure," commented
Pete Speer, Moody's Vice-President. "The company's significant
acreage positions in the Eagle Ford, Bakken and Permian combined
with its good liquidity provides visibility to further production
growth at competitive costs into 2014."

Upgrades:

Issuer: SM Energy Company

  Corporate Family Rating, Upgraded to Ba2 from Ba3

  Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD

  Senior Unsecured Regular Bond/Debenture due Feb 2019, Upgraded
  to Ba3 (LGD5, 77 %) from B1 (LGD5, 70 %)

  Senior Unsecured Regular Bond/Debenture due Nov 2021, Upgraded
  to Ba3 (LGD5, 77 %) from B1 (LGD5, 70 %)

  Senior Unsecured Regular Bond/Debenture due Jan 2023, Upgraded
  to Ba3 (LGD5, 77 %) from B1 (LGD5, 70 %)

Assignments:

Issuer: SM Energy Company

  Senior Unsecured Regular Bond/Debenture due 2024, Assigned Ba3 (
  LGD5, 77 %)

Outlook Actions:

Issuer: SM Energy Company

  Outlook, Changed To Stable From Positive

Ratings Rationale:

SM Energy's Ba2 CFR is supported by its growing production and
proved developed (PD) reserve scale, balanced exposure between
natural gas and liquids production, and relatively low cost
structure that yields cash margins that are competitive with
similarly rated peers. The company is achieving strong sequential
oil and natural gas liquids (NGL) production growth in the Eagle
Ford shale, where it holds sizable operated and non-operated
acreage positions. It also holds acreage in the Bakken, Granite
Wash and Permian basin, where it is investing capital to boost its
oil and NGL production. The rating is restrained by the rising
debt levels relative to PD reserve volumes, the relatively short
PD reserve life and the still sizable exposure to natural gas.

The SGL-2 rating is based on Moody's expectation that SM Energy
will have good liquidity through 2014. The company has a $1.3
billion committed senior secured revolving credit facility with a
borrowing base of $1.8 billion (factoring in the new notes
offering), that will be almost fully available pro forma for the
senior notes offering. This gives ample liquidity for the
company's planned capital expenditures in excess of cash flows
over the remainder of 2013 and 2014. The company has significant
covenant compliance headroom that Moody's expects to continue.
Although the majority of the company's oil and gas properties are
encumbered by the credit facility, the substantial excess of the
borrowing base above the committed facility provides significant
flexibility to execute asset sales to raise cash for its capital
investment.

The Ba3 rating on the proposed and existing senior notes reflects
both the overall probability of default of SM Energy, to which
Moody's assigns a PDR of Ba2-PD, and a loss given default of LGD 5
(77%). The company has a committed $1.3 billion senior secured
credit facility that matures in April 2018 and will have $1.5
billion of senior notes outstanding following the proposed
offering. Both the new and existing senior notes are unsecured and
have no subsidiary guarantees. Therefore the senior notes are
subordinate to the senior secured credit facility's potential
priority claim to the company's assets. The large amount of the
potential senior secured claims relative to the unsecured notes
outstanding results in the senior notes being notched one rating
beneath the Ba2 CFR under Moody's Loss Given Default Methodology.

SM Energy had average daily production of 115,000 boe during the
first quarter of 2013 (LTM 105,000 boe) and PD reserves of 167
million boe at the beginning of 2013. Debt/average daily
production (LTM) and debt/PD at March 31, 2013 were around
$15,100/boe and $9.50/boe, respectively. In order for the ratings
to be upgraded, SM Energy will have to further increase its
production and PD reserve scale to levels more comparable to Ba1-
rated exploration and production peers while also reducing its
financial leverage relative to PD volumes. PD reserves over 250
million boe and leverage on PD reserves under $8/boe could be
supportive of a Ba1 rating. In contrast, if the production and
proved reserve response from the large capital investments
deteriorates, then leverage could increase significantly and
pressure the ratings. Debt/average daily production sustained
above $24,000/boe or Debt/PD above $11/boe could result in a
ratings downgrade.

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

SM Energy Company is an independent exploration and production
company based in Denver, Colorado.


SPRINGS INDUSTRIES: Moody's Rates New $470MM Notes Issue 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned a B2 (LGD 4, 55%) rating to
Springs Industries, Inc.'s new $470 million senior secured notes
due 2021. The proceeds will be used to fund the purchase of the
company by Golden Gate Capital. Concurrently, Moody's affirmed the
company's B2 Corporate Family Rating and the B2-PD Probability of
Default Rating. The ratings are subject to the close of the sale
and review of final documentation. The rating outlook is stable.

On April 22, 2013, Golden Gate Capital announced that it signed a
definitive agreement to acquire Springs from Heartland Industrial
Partners and interests of the Close family. Moody's understands
this will be funded with the secured notes and new equity.

The following ratings are assigned to Springs Industries, Inc.:

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  $470 million senior secured notes due 2021, at B2 (LGD 4, 55%)

The outlook is stable.

The following ratings are affirmed and will be withdrawn at the
close of the deal:

Springs Window Fashions, LLC:

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  $300 Million First Lien Term Loan at B1 (LGD 3, 36%)

  $56.5 Million Revolver at B1 (LGD 3, 36%)

  $125 Million Second Lien Term Loan Caa1 (LGD 5, 86%)

Ratings Rationale:

The B2 Corporate Family Rating reflects Springs' small size, weak
credit metrics and high customer concentration. The additional
debt associated with the LBO will weaken the company's credit
metrics, with pro forma December 29, 2012 leverage at around 5.9
times. Moody's expects that subdued consumer spending will result
in low to mid-single digit revenue growth and that credit metrics
will only improve modestly in the forecast period. The rating is
supported by the company's strong position in the retail custom
window coverings category, the value of its two largest brands,
Bali and Graber, and long-term relationships with key customers.

The stable outlook reflects Moody's view that credit metrics are
weak, but will incrementally improve over time. Moody's
anticipates relatively stable earnings and strong operating
margins as the company has proven its ability to operate in a
difficult economic environment.

There is limited upside rating pressure in the near term given the
relatively weak credit metrics and subdued consumer spending
environment. As a result of Springs' relatively small scale, high
customer concentration and financial sponsor ownership (which
increases Moody's concern toward more aggressive financial
policies) Springs' credit metrics need to be stronger than
similarly rated consumer durables companies for an upgrade. For
example, debt-to-EBITDA would need to approach 4.0 times and free
cash flow to debt would have to be sustained above 8% before
Moody's would consider an upgrade.

The ratings could be downgraded if the company does not realize
credit metric improvement. For example, a downgrade could occur if
debt-to-EBITDA is sustained above 6.0 times or if EBITA margins
fall to the single digits (currently in the mid-teens). A
deterioration in liquidity or a debt funded shareholder return
could also result in a downgrade.

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

Springs, headquartered in Middleton, Wisconsin, is a manufacturer
and designer of window coverings under the brand names of Bali and
Graber. Product lines include hard and soft window blinds, roller
shades, drapery hardware, shutters, solar shades, custom draperies
and window accessory products. Springs generated revenues of $531
million in the twelve months ended December 29, 2012.


STABLEWOOD SPRINGS: Plan Confirmation Hearing Set for May 29
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Stablewood Springs Resort LP, a 140-acre development
in the Texas hill country near Hunt, scheduled a May 29
confirmation hearing when the bankruptcy court in San Antonio
signed an order last week approving explanatory disclosure
materials.

According to the report, the plan restructures secured debt, for
payment in full, while offering $35,000 in cash to holders of
unsecured claims, for a recovery of about 5 percent.  The plan is
designed for the owner to maintain control.

                  About Stablewood Springs Resort

Stablewood Springs Resort, LP, owner of a high-end resort
destination encompassing 140 acres of a 543-acre private ranch in
the Texas hill country near Hunt, filed a bare-bones Chapter 11
petition (Bankr. W.D. Tex. Case No. 12-53887) in San Antonio on
Dec. 17, 2012.

The Debtor disclosed assets of $11.15 million and liabilities
of $22.8 million as of Nov. 30, 2012.  Liabilities include
$10.4 million in secured debt and $9.3 million of disputed secured
debt.


STEREOTAXIS INC: Incurs $4.9 Million Net Loss in First Quarter
--------------------------------------------------------------
Stereotaxis, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $4.92 million on $8.40 million of total revenue for the three
months ended March 31, 2013, as compared with a net loss of $5.81
million on $12.28 million of total revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2013, showed
$32.22 million in total assets, $54.93 million in total
liabilities, and a $22.71 million total stockholders' deficit.

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

                        http://is.gd/FmKbtV

                         About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company incurred a net loss of $9.23 million in 2012, as
compared with a net loss of $32.03 million in 2011.


STONERIVER GROUP: Moody's Gives B2 CFR & Rates 1st Lien Debt B1
---------------------------------------------------------------
Moody's Investors Service assigned new ratings to the debt of
StoneRiver Group, L.P. -- Corporate Family Rating at B2,
Probability of Default Rating at B2-PD, senior secured first lien
ratings at B1, and senior secured second lien ratings at Caa1.

The proceeds of the offering will be used to refinance existing
debt, pay a $250 million dividend to StoneRiver's owners (Stone
Point Capital and Fiserv, 51%/49%), and fund the acquisition in
the flood insurance policy and claims administration business
segment.

Ratings Rationale:

StoneRiver has had an aggressive financial policy of consistent
equity distributions, which Moody's expects will continue, and
will have a high starting leverage with debt well over six times
EBITDA (Moody's adjusted). Financial leverage is high given
StoneRiver's specialized niche business focus, primarily workers'
compensation pharmacy benefit management and flood insurance
policy and claims administration. Workers compensation PBM is a
quite modest portion of the overall PBM segment. Although Moody's
believes that StoneRiver is a significant competitor in the
workers' compensation PBM niche, Moody's also believes that
competitors in group healthcare PBM have significantly greater
scale and represent a meaningful competitive entrant threat. Group
healthcare PBM is a much larger, adjacent segment. Indeed, Express
Scripts and Coventry Healthcare, which are both considerably
larger than StoneRiver, provide PBM services in both the group
health and workers' compensation segments, and could change the
competitive landscape should they opt to focus attention on the
workers' compensation niche, likely to StoneRiver's detriment. In
addition to these ongoing competitive threats, Moody's believes
that StoneRiver also faces ongoing pressure from the large
pharmacy chains to negotiate better rates and thus margins could
be under pressure going forward.

Nevertheless, Moody's believes that StoneRiver has a defensible
position near term in the workers' compensation PBM niche,
supported by multi-year contracts, its prescription records
database, and long-standing customer relationships. Moreover,
Moody's recognizes that the company benefits from its portfolio
companies, which provide some degree of diversification to cash
flows. Indeed, revenues in flood insurance policy and claims
administration, StoneRiver's second largest segment, typically
benefit from the surge in claims volume following natural
disasters involving flooding. StoneRiver does not take
underwriting risk, but generates revenue from processing premiums
and claims. StoneRiver has had a recent record of steady cash
flow, and Moody's anticipates the company will generate at least
$50 million of free cash flow this year.

The stable outlook reflects Moody's expectation that StoneRiver
will increase revenues in the PBM business both organically and
through the ramping of recent customer wins, and that revenue
decline in the flood segment following the roll-off of Hurricane
Sandy claims will be offset by increases in the volume of flood
policies managed. With increasing EBITDA margins due to the
operating leverage impact, Moody's expects that StoneRiver will
gradually deleverage through EBITDA growth such that debt to
EBITDA (Moody's adjusted) will decline to below six times by the
end of 2014. Although Moody's anticipates that StoneRiver will be
solidly free cash flow positive, free cash flow over the modest
required debt repayments is likely to be returned to shareholders
rather than kept within StoneRiver.

Although a rating upgrade is unlikely in the near term, over the
longer term the rating could be upgraded if Moody's believes that
StoneRiver will follow a more conservative financial policy,
refraining from distributions until debt has been reduced by at
least 15%. Moody's would also expect that debt will be maintained
below 4.5 times EBITDA (Moody's adjusted). The rating could be
downgraded if Moody's believes that the company is losing market
share as evidenced by the loss of a significant customer or
revenues growing at a slower rate than the industry. The rating
could also be lowered if StoneRiver makes further distributions
prior to meaningful debt reduction or if the company does not make
steady progress to reduce debt to EBITDA to below 6x.

Assignments:

StoneRiver Group, L.P.

  Corporate Family Rating, Assigned B2

  Probability of Default Rating, Assigned B2-PD

  Senior Secured First Lien Credit Facility, Assigned B1 (LGD-3,
  39%)

  Senior Secured Second Lien Credit Facility, Assigned Caa1
  (LGD-6, 90%)

Outlook: Stable

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

StoneRiver, based in Brookfield, Wisconsin, operates in four
business segments: worker's compensation pharmacy benefits
management, flood insurance claims processing, insurance software,
and financial education and compliance software.


SUNRISE BANK: Closed; Synovus Bank Assumes Deposits
---------------------------------------------------
Sunrise Bank, Valdosta, Georgia, was closed May 10 by the Georgia
Department of Banking and Finance, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Synovus Bank, Columbus, Georgia, to assume all of
the deposits of Sunrise Bank.

The three former branches of Sunrise Bank will reopen as branches
of Synovus Bank during their normal business hours.

As of March 31, 2013, Sunrise Bank had approximately $60.8 million
in total assets and $57.8 million in total deposits. In addition
to assuming all of the deposits of the failed bank, Synovus Bank
agreed to purchase approximately $13.2 million of the failed
bank's assets. The FDIC will retain the remaining assets for later
disposition.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-508-8289.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/sunrisebank.html

The FDIC estimates that cost to the Deposit Insurance Fund will be
$17.3 million. Compared to other alternatives, Synovus Bank was
the least costly resolution for the FDIC's DIF. Sunrise Bank is
the 12th FDIC-insured institution to fail in the nation this year,
and the third in Georgia. The last FDIC-insured institution closed
in the state was Douglas County Bank, Douglasville, on April 26,
2013.


SUNSHINE HOTELS: Creditors Have Until June 10 to File Claims
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona established
June 10, 2013, as the deadline for any individual or entity to
file proofs of claim against Sunshine Hotels, LLC and Sunshine
Hotels II, LLC.

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.

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.


SUPERIOR TECHNOLOGY: Bid to Dismiss Legal Malpractice Suit Denied
-----------------------------------------------------------------
Judge Joan A. Madden denied the defendant's motion to dismiss the
attorney malpractice action, SUPERIOR TECHNOLOGY SOLUTIONS, INC.
and JONG S. LEE Plaintiffs, v. DAVID ROZENHOLC, Defendant,
Docket No. 100856/12, Sequence No. 002 (N.Y. County Sup.).

Superior Technology is a computers sales and services business.
Jong Lee is the Company's sole owner, president, and chairman.
They retained David Rozenholc in September 2007 on a contingency
basis to represent them in any action in connection with various
issues arising out of their relationship with 110 West 31st Street
Realty Corporation, the landlord of certain commercial spaces they
leased.

On Jan. 26, 2011, the Plaintiffs filed the action for legal
malpractice against Mr. Rozenholc, alleging he was negligent in
failing to give the landlord the requisite notice to renew the
lease and failing to advise them of the date by which the renewal
option had to be exercised to preserve their right to remain as
tenants.  Plaintiffs also asserted that the landlord's buyout
offer was withdrawn due to Mr. Rozenholc's negligence.  Plaintiffs
allege that they became holdover tenants subject to eviction and
were subjected to a significantly higher rent because of Mr.
Rozenholc's negligence.

In July 2011, Superior Technology filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Southern District
of New York.

In his Motion to Dismiss, Mr. Rozenholc asserted that (1)
plaintiffs are barred from bringing the action pursuant to the law
of the case doctrine and other estoppel theories; (2) plaintiffs
have failed to plead a cognizable cause of action for legal
malpractice; and (3) documentary evidence provides a complete
defense to plaintiffs' claims.

On review, the New York County Supreme Court rejects Mr.
Rozenholc's argument that the law of the case doctrine bars the
action.  Judge Madden holds that the issue of whether Mr.
Rozenholc had a duty to renew the plaintiffs' lease has not been
addressed.

Judge Madden also holds that the Plaintiffs' Complaint adequately
states a cause of action for legal malpractice based on
allegations against Mr. Rozenholc.

Finally, Judge Madden opines that the documentary evidence and in
particular, the retainer agreement does not establish that the
legal malpractice action is insufficient as a matter of law.
Specifically, the retainer agreement which describes Mr.
Rozenholc's services to include which includes bringing actions to
protect plaintiffs' interest in the lease and representing
plaintiffs in negotiations with the landlord arguably can be
interpreted to include exercising plaintiffs' renewal option under
the lease, the judge said.

A copy of Judge Madden's April 9, 2013 decision is available at
http://is.gd/HhrFWWfrom Leagle.com.


T-L CONYER: Has Until June 14 to Propose Chapter 11 Plan
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
signed off on an agreed order relating to T-L Cherokee South,
LLC's exclusive periods to file a Chapter 11 plan.

Pursuant to an agreed order with Cole Taylor Bank:

   a) any and all deadlines set forth in Section 362(d)(3) of
      the Bankruptcy Code are extended until June 14, 2013.

   b) the Debtor must file a plan of reorganization by June 14;

   c) the Debtor must not request any further extensions of the
      filing deadline; and

   d) the Debtor will make payments to the bank in the amount
      of $74,339 on May 2, 2013, and $29,144 on June 3, 2013.

The Debtor requested for an extension of its exclusive periods
until June 14 and Oct. 31, respectively.

The Debtor related that pursuant to Section 1121(b) of the
Bankruptcy Code, it holds the exclusive right to file a Plan until
June 2, and solicit acceptances for that plan until Aug. 2.

                        About T-L Cherokee

T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates
sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013.

The Debtors are represented by David K. Welch, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago.

The Debtors own various shopping centers in Georgia and Kansas.

T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated
assets and debts of $10,000,001 to $50,000,000.  T-L Cherokee owns
and operates a commercial shopping center in Overland Park, Kansas
known as "Cherokee South Shopping Center".

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection
(Case No. 12-22623) on July 11, 2012.

T-L Cherokee South, LLC disclosed undetermined assets and
$17,761,13 in liabilities as of the Chapter 11 filing.


TALON INTERNATIONAL: Posts $280,000 Net Income in 1st Quarter
-------------------------------------------------------------
Talon International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Fomrm 10-Q disclosing
net income of $280,353 on $10.13 million of net sales for the
three months ended March 31, 2013, as compared with a net loss of
$205,630 on $8.74 million of net sales for the same period a year
ago.

The Company's balance sheet at March 31, 2013, showed
$18.53 million in total assets, $10.17 million in total
liabilities, $24.87 million in series B convertible preferred
stock and $16.52 million total stockholders' deficit.

"During the quarter our sales efforts continued to record positive
gains within our specialty apparel customers as well as our mass
merchandise customers.  Our commitment to exceed our customers'
expectations for quality, service, and product value, are evident
in these positive results," noted CEO Lonnie D. Schnell.

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

                       http://is.gd/9B5pL8

                    About Talon International

Woodland Hills, Calif.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.

Talon International disclosed net income of $679,347 for the year
ended Dec. 31, 2012, as compared with net income of $729,133
during the prior year.


TENET HEALTHCARE: Fitch Puts 'BB' Rating on $1.05BB Secured Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB/RR1' rating to Tenet Healthcare
Corp.'s $1.05 billion secured notes offering. The ratings apply to
approximately $3.3 billion of secured debt at March 31, 2012. The
Rating Outlook is Stable.

Tenet will use the proceeds of the $1.05 billion senior secured
notes issuance to retire $925 million of its 8.875% senior
unsecured notes due 2019 in a tender offer.

Key Rating Drivers

-- While Tenet's liquidity and financial flexibility have
   incrementally improved, the company continues to exhibit
   industry-lagging profitability and negative free cash flow
   (FCF, cash from operations less capital expenditures,
   dividends and distributions).

-- Otherwise, Tenet's liquidity profile is solid. Debt maturities
   are small until 2015, the company has adequate available
   liquidity in cash on hand and credit revolver availability,
   and there are no financial maintenance covenants in effect
   under its debt agreements.

-- Weak organic patient utilization trends in the for-profit
   hospital industry have persisted despite the stabilization of
   unemployment rates. Fitch expects this trend to continue until
   the boost in patient volumes anticipated under the Affordable
   Care Act starting in 2014.

-- Fitch believes that Tenet's capital deployment strategy will
   become more aggressive in the near term, focused on share
   repurchases and acquisitions that will likely require
   additional debt funding.

Decent Headroom in Credit Metrics

Tenet's credit metrics, including debt leverage and interest
coverage, provide decent headroom relative to the 'B' Issuer
Default Rating. At March 31, 2013, Fitch calculates gross debt-to-
EBITDA of 4.6x and EBITDA-to-interest expense of 2.9x. Leverage
through Tenet's secured debt increased to 2.8x EBITDA from 2.6x at
June 30, 2012.

Tenet intends to fund up to $500 million of share repurchases
through the end of 2013 as well as up to $400 million of
acquisitions. This week's note issuance will provide some dry
powder for its capital deployment initiatives. However, Fitch
thinks further debt would be necessary to fully fund these
objectives, since cash balances at March 31, 2013 were $85 million
and FCF is not anticipated to be a significant source of funds in
2013.

Improving Financial Flexibility

Tenet recently made progress in extending debt maturities and
refinancing some of its higher cost debt. In November 2011, Tenet
issued $900 million of 6.25% senior secured notes due 2018 and
used a portion of the proceeds to refund the $714 million 9%
senior secured notes maturing 2015. Also in November 2011, Tenet
entered into an amendment to its credit facility, extending final
maturity by one year, to November 2016. There is a springing
maturity under the bank facility to fourth-quarter 2014 unless the
company refinances or repays $238 million of its $474 million
9.25% senior notes maturing 2015.

Tenet's debt agreements do not include financial maintenance
covenants, except for a 2.1x fixed-charge coverage ratio test
under the bank facility that is in effect whenever availability
under the revolver is less than $80 million (at March 31, 2013,
availability was $628 million).

Tenet does have capacity for additional debt under its debt
agreements. The senior secured note indentures limit the company's
ability to issue additional secured debt. Secured debt is
permitted up to the greater of (i) $3.2 billion and (ii) 4.0x
EBITDA ($4.8 billion at March 31, 2013). Debt secured on a basis
pari passu to the secured notes is limited to the greater of (i)
$2.6 billion and (ii) 3.0x EBITDA ($3.6 billion at March 31,
2013). Prior to this week's financing activities, Fitch estimated
that Tenet had about $1.46 billion of incremental total secured
debt capacity

Strained FCF Profile

While Tenet generates strong and consistent cash from operations,
positive FCF generation has been muted until recently. Fitch
believes that Tenet's past inability to generate FCF stemmed from
several issues, most notably its industry-lagging profitability
and relatively high cash interest expense on some of its debt
issues. The company has managed to mitigate some of the interest
expense pressure through refinancing debt at lower rates.

Nevertheless, Tenet's modest FCF profile remains the most
important credit risk. In the LTM ended March 31, 2013, Tenet
produced FCF of $93 million. Clearly, the degree of cash burn has
improved significantly since 2006. The company has managed through
recent periods that were influenced by an increase in accounts
receivable due to the delay of state Medicaid payments and
provider taxes and higher cash payments for litigation expense.

As such, Fitch projects that Tenet's FCF will be about break-even
in 2013. This projection is based on the reversal of some of the
above-mentioned drags on cash generation and positive cash tax
implications of a $1.7 billion net operating loss that the company
brought on its books in late 2010.

Improvement in Operating Results

Tenet's patient volume growth trends shifted favorably beginning
in 2011, although for first quarter 2013, Tenet reported an
adjusted admissions decline of 4%. Prior to the most recent
quarter, Tenet generated nine consecutive quarters of positive
growth. Positive volume growth has helped the company to improve
its profitability. However, Tenet continues to be less profitable
than its peers. The company's EBITDA margin in recent periods has
hovered around 12%-13%, which Fitch estimates is nearly 280 bps
lower than the average of other publicly traded for-profit
hospital operators.

Tenet's recently improved level of profitability should be
supported by its high level of outpatient healthcare services
acquisitions. Starting in 2010, the company began a strategy of
vertical integration in markets where it has an existing inpatient
hospital presence, buying various outpatient assets such as
diagnostic imaging centers, ambulatory surgery centers and
oncology centers.

This acquisition strategy is somewhat different than the current
focus of Tenet's peer companies, which is to augment weak organic
growth through the acquisition of inpatient acute-care hospitals.
Outpatient acquisitions will not have as immediate an impact on
topline growth as inpatient acquisitions because outpatient
volumes generate less revenue. Outpatient volumes are, however,
typically more profitable. Tenet currently generates only about
one-third of its revenue from outpatient service, versus 50%-60%
for its peer companies.

Rating Sensitivities

A positive rating action could result from a combination of the
following:

-- An expectation of debt maintained below 5.0x EBITDA;

-- A nearly 100 bps improvement in the EBITDA margin to around
    14%;

-- An FCF margin sustained around 3%, which is a level Fitch
    views as consistent with a 'B+' IDR for an operator of for-
    profit hospitals

Continued successful execution of the company's acquisition
strategy leading to growth in the proportion of revenues derived
from more profitable outpatient volumes, as well as growth of
Tenet's Conifer Health Solutions business, are some potential
drivers of financial improvement that could also result in an
upgrade of the ratings.

A negative rating action could result from a combination of the
following:

-- An expectation of debt maintained above 5.5x EBITDA;

-- A deterioration in recently improved profitability;

-- Persistently negative FCF generation, particularly if this
    coincides with an amelioration of the FCF headwinds affecting
    the broader for-profit hospital industry.

Deterioration in the financial profile leading to a negative
rating action would likely be the result of poor organic
performance in Tenet's major markets. The company is heavily
exposed to Florida and Texas (about 45% of licensed beds), where
Medicaid payments to providers have been particularly stressed,
although Fitch believes the trend of declining Medicaid payments
has bottomed.

Fitch has the following ratings on Tenet:

-- IDR 'B';

-- Senior secured credit facility and senior secured notes
    'BB/RR1';

-- Senior unsecured notes 'B-/RR5'.

The Recovery Ratings (RRs) reflect Fitch's expectation that the
enterprise value of Tenet will be maximized in a restructuring
scenario (going concern), rather than a liquidation. Fitch uses a
6.5x distressed enterprise value (EV) multiple and stresses LTM
EBITDA by 40%, considering post-restructuring estimates for
interest and rent expense and maintenance level capital
expenditure. The 6.5x multiple is based on recent acquisition
multiples in the healthcare provider space as well as the recent
trends in the public equity valuations of the for-profit hospital
providers.

Fitch estimates Tenet's distressed enterprise valuation in
restructuring to be approximately $4.8 billion. The 'BB/RR1'
rating for the senior secured bank facility and senior secured
notes reflects Fitch's expectations for 100% recovery for these
creditors. The 'B-/RR5' rating on the unsecured notes reflects
Fitch's expectations for recovery of 17% of outstanding principal.

Total debt of $5.5 billion at March 31, 2013 consisted primarily
of:

Senior unsecured notes:

-- $60 million due 2014;
-- $474 million due 2015;
-- $1,050 million due 2020;
-- $430 million due 2031.

Senior secured notes:

-- $1.041 billion due 2018;
-- $925 million due 2019;
-- $500 million due 2020;
-- $850 million due 2021.


TENET HEALTHCARE: Moody's Assigns 'Ba3' Rating to $1-Bil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD 3, 38%) rating to
Tenet Healthcare Corporation's offering of $1,050 million of
senior secured notes due 2021. Moody's existing ratings of the
company, including the B1 Corporate Family Rating and B1-PD
Probability of Default Rating, remain unchanged. The rating
outlook remains stable.

Moody's understands that the proceeds of the offerings will be
used to fund the purchase of the company's 8.875% senior secured
notes due 2019 resulting in an improved maturity profile and
interest cost savings. Moody's will withdraw the ratings on the
8.875% senior secured notes upon the successful completion of the
tender offer.

Following is a summary of Moody's rating actions.

Ratings assigned:

$1,050 million senior secured notes due 2021, Ba3 (LGD 3, 38%)

Ratings unchanged:

6.25% senior secured notes due 2018, Ba3 (LGD 3, 38%)

8.875% senior secured notes due 2019, Ba3 (LGD 3, 38%)

4.75% senior secured notes due 2020, Ba3 (LGD 3, 38%)

4.5% senior secured notes due 2021, Ba3 (LGD 3, 38%)

9.875% senior notes due 2014, B3 (LGD 5, 86%)

9.25% senior notes due 2015, B3 (LGD 5, 86%)

6.75% senior notes due 2020, B3 (LGD 5, 86%)

8.0% senior notes due 2020, B3 (LGD 5, 86%)

6.875% senior notes due 2031, B3 (LGD 5, 86%)

Corporate Family Rating, B1

Probability of Default Rating, B1-PD

Speculative Grade Liquidity Rating, SGL-2

Ratings Rationale:

Tenet's B1 Corporate Family Rating reflects Moody's expectation of
improvements in, but still modest, free cash flow. The rating also
incorporates Moody's expectation that the company will continue to
see improvements in operating performance, driven by cost savings
initiatives and benefits from capital investment. However, weak
volume trends and reimbursement pressures will continue to
challenge revenue growth in the near term.

Given that it will be challenging to reduce leverage meaningfully
with many of the challenges facing the sector, Moody's does not
expect an upgrade of the rating in the near term. However, the
rating could be upgraded if the company is able to sustain
leverage approaching 4.0 times while improving free cash flow.

Moody's could downgrade the rating if a decline in operating
performance results in an expectation that debt to EBITDA will be
sustained above 5.0 times or if free cash flow, prior to
discretionary reinvestment in the business, is expected to be
negative. Furthermore, a significant debt financed acquisition or
shareholder initiative could result in a downgrade of the ratings.

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.

Tenet, headquartered in Dallas, Texas, is one of the largest for-
profit hospital operators by revenues. At December 31, 2012 the
company's subsidiaries operated 49 hospitals as well as 122 free-
standing and provider-based outpatient centers. The company also
offers other services, including revenue cycle management, health
care information management and patient communications services.
Tenet generated revenue of approximately $9.2 billion for the
twelve months ended March 31, 2013 after considering the provision
for doubtful accounts.


TIMEGATE STUDIOS: Game-Developer Not Sold, Converted Instead
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that video-game developer TimeGate Studios Inc. arranged
an "emergency" hearing for approval of financing and procedures
where the business would have been sold by the month's end to the
two main shareholders.

The report relates that when the hearings were over on May 3 and
May 8, what TimeGate got was conversion of the case to liquidation
in Chapter 7 where a trustee is appointed to sell the assets.

According to the report, SouthPeak Interactive Corp., a creditor
with a $10 million judgment for fraud, objected to the bankruptcy,
saying the company was trying "to ram through an insider asset-
confiscation plan that lets the insiders keep everything and
gives nothing to unsecured creditors."

TimeGate Studios filed a petition for Chapter 11 protection
(Bankr. S.D. Tex. Case No. 13-32527) on May 1, 2013, in Houston
and wants the bankruptcy judge to sell the business by May 31 to
the two main shareholders.

Sugarland, Texas-based TimeGate estimated less than $10 million
and debt exceeding $10 million as of the Chapter 11 filing.  The
Debtor owes $2.3 million on revolving credits to shareholders Alan
Chaveleh and Morteza Baharloo.  They propose buying the business
in exchange for $2.1 million of the debt and $500,000 in cash.

SouthPeak questioned whether the claims amounted to valid secured
debt.

Karl Daniel Burrer, Esq., at Haynes & Boone, LLP, is the
bankruptcy counsel for the Debtor.


TLO LLC: Risk-Mitigation Provider Files for Chapter 11
------------------------------------------------------
TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9 in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the company disclosed assets of $46.6 million against
debts totaling $109.9 million, including $93.4 million in secured
claims.  The principal lender is Technology Investors Inc., owed
$89 million.  TII is owned by the estate of Hank Asher, the
company's primary owner who died this year. There is $4.6 million
secured by computer equipment.

Court papers say the company suffered "financial setbacks
following his untimely death."

TLO provides risk management, due diligence, fraud prevention, and
investigative technology products.


UNITIVA HEALTH: $20MM Debt Increase No Impact on Moody's B3 CFR
---------------------------------------------------------------
Moody's Investors Service reports that Unitiva Health's proposed
amendment to increase its senior secured facilities by $20 million
-- in the form of a $10 million term loan and additional $10
million revolver, as well as to loosen financial covenants, has no
impact on its B3 Corporate Family Rating and stable outlook. If
the proposed amendment transpires, Univita's liquidity position
will improve while its financial leverage will also increase
modestly on a pro forma basis.

Headquartered in Eden Prairie, MN, Univita operates in three
areas. Its Integrated Home Care unit provides sub-acute healthcare
services to patients in their homes. Its Insurance Administration
Services unit provides BPO services including application
processing, underwriting services and policy administration claims
services on behalf of insurers. Its Engagement unit provides
health assessments and care planning services to enable
independent aging. Univita is majority owned by financial sponsor
Genstar Capital, LLC and management.


UNITED AMERICAN: Delays Form 10-Q for First Quarter
---------------------------------------------------
United American Healthcare Corporation said it is not in a
position to file its quarterly report on Form 10-Q for the
Company's period ended March 31, 2013, with the U.S. Securities
and Exchange Commission, because the Company cannot complete the
Form 10-Q in a timely manner without unreasonable effort or
expense.  The Company expects to file the Form 10-Q on or before
May 19, 2013.

                       About United American

Chicago-based United American Healthcare, through its wholly owned
subsidiary Pulse Systems, LLC, provides contract manufacturing
services to the medical device industry, with a focus on precision
laser-cutting capabilities and the processing of thin-wall tubular
metal components, sub-assemblies and implants, primarily in the
cardiovascular market.

The Company's balance sheet at Sept. 30, 2012, showed
$15.5 million in total assets, $12.9 million in total liabilities,
and stockholders' equity of $2.6 million.

As reported in the TCR on Oct. 18, 2012, Bravos & Associates,
CPA's, in Bloomingdale, Illinois, expressed substantial doubt
about United American's ability to continue as a going concern.
The independent auditors noted that the Company incurred a net
loss from continuing operations of $1.9 million during the year
ended June 30, 2012, and, as of that date, had a working capital
deficiency of $10.2 million.


VANDERRA RESOURCES: Plan Exclusivity Expires June 7
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended until June 7, 2013, Vanderra Resources, LLC's exclusive
periods to solicit acceptances for its proposed Chapter 11 Plan.

The Debtor has a Chapter 11 plan designed to accomplish the
further liquidation of the Debtor's estate and provide a mechanism
for the distribution of the proceeds of the liquidation to
beneficiaries of the estate, according to the disclosure statement
for the Joint Plan of Liquidation dated Feb. 6, 2013, proposed by
the Debtor and the Official Committee of Unsecured Creditors.

The Plan provides for the creation of The Vanderra Resources, LLC
Liquidating Trust to effectuate the administration and orderly
liquidation of the estate's remaining assets, including causes of
action.

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

                     About Vanderra Resources

Vanderra Resources LLC is an innovator and leader in the oil-field
services industry, providing one stop solutions for the setup of
drilling sites, including the construction of well site locations
and roads, compressor pads, pipelines, and frac ponds.

Vanderra Resources filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-45137) in Fort Worth, Texas, on Sept. 9, 2012. The
Debtor estimated assets and debts of at least $10 million.  The
Debtor filed for bankruptcy to address its legacy debt issues, to
finalize its restructuring into a smaller, more profitable
company, and to preserve and enhance its going concern value for
the benefit of its vendors, customers, creditors, employees, and
all stakeholders.

Bankruptcy Judge D. Michael Lynn oversees the Debtor's case.
Kevin M. Lippman, Esq., and Davor Rukavina, Esq., at Munsch Hardt
Kopf & Harr, P.C., serve as the Debtor's counsel.  The petition
was signed by George Langis, president and chief operating
officer.  The Debtor disclosed $26,319,392 in assets and
$24,066,68 in liabilities as of the Chapter 11 filing.


VERMILLION INC: Closes $13.2 Million Equity Financing
-----------------------------------------------------
Vermillion, Inc., has closed a previously announced private
placement through which 8 million shares of the Company's common
stock were purchased by Oracle Investment Management, Jack W.
Schuler, Matthew W. Strobeck and other investors.  Gross proceeds
of the private placement totaled approximately $13.2 million, with
net proceeds totaling approximately $11.8 million after
anticipated offering expenses.  Emerging Growth Equities, Ltd.,
advised the company on this transaction.

As previously announced, Vermillion also issued warrants
exercisable for 12.5 million shares of the Company's common stock
at $1.46 per share as part of the close.  If and when the warrants
are exercised, Vermillion will realize an additional $18.3 million
in proceeds, bringing the total investment to $31.5 million before
transaction costs.

Proceeds from this transaction will be used to increase test sales
and improve reimbursement for OVA1, expand the commercial
opportunity into new markets, and advance one or more next-
generation ovarian cancer diagnostic tests.

Vermillion also announced that its Board of Directors has approved
an amendment to the Company's bylaws to increase the number of
directors of the Company from six to eight persons, creating two
new Class III director positions.  This increase was required
under the terms of the private placement.

In connection with the private placement, on May 13, 2013, the
Company entered into a Stockholders Agreement with the investors
who participated in the transaction.  Among other things, the
Stockholders Agreement provides certain investors with certain
protective rights and grants certain stockholders the right to
designate two directors to serve on the Company?s Board of
Directors.

On May 13, 2013, the Board of the Company approved an amendment
and restatement of the Company?s bylaws, effective immediately, to
increase the number of directors of the Company from six to eight
persons, creating two new Class III director positions, which have
not yet been filled.  This increase was required under the terms
of the private placement.

                         About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012, as
compared with a net loss of $17.79 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $8.63 million in total
assets, $3.96 million in total liabilities and $4.66 million in
total stockholders' equity.

BDO USA, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations and an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


VIGGLE INC: Incurs $43.1 Million Net Loss in March 31 Quarter
-------------------------------------------------------------
Viggle Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $43.07
million on $3.39 million of revenues for the three months ended
March 31, 2013, as compared with a net loss of $26.93 million on
$556,000 of revenues for the three months ended March 31, 2012.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $74.97 million on $9.32 million of revenues, as
compared with a net loss of $77.11 million on $556,000 of revenues
for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $17.88
million in total assets, $47.04 million in total liabilities and a
$29.16 million total stockholders' deficit.

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

                        http://is.gd/nIxtCT

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.


VTE PHILADELPHIA: Bank's Lift Stay Bid Denied for Now
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
last month provisionally denied U.S. Bank National Association's
motion for relief of automatic stay in the Chapter 11 case of VTE
Philadelphia, LP.

The Court, in its order, said that U.S. Bank may renew the motion
upon (i) any failure of the Debtor to timely pay all taxes on the
property, as and when due, and particularly if U.S. Bank decides
to protect its position by paying the taxes; and (ii) upon any
failure of the Debtor to file a plan of reorganization, which has
a reasonable possibility of a successful reorganization within a
reasonable time, by June 17, 2013.

On March 12, the Debtor asked that Court deny U.S. Bank's motion
for entry of order granting relief from the automatic stay, or in
the alternative, dismissing the Bankruptcy case.

According to the Debtor, in order to keep the automatic stay in
place to allow additional time to reorganize, it is prepared to
pay U.S. Bank monthly interest payments at the applicable non
default contract rate of interest on the value of U.S. Bank's
interest in the property.

As additional adequate security, the Debtor has obtained until
Dec. 20, 2013, commercial general liability insurance on the
property in the amount of $2,000,000.

                    About VTE Philadelphia, LP

VTE Philadelphia, LP, filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-10058) in Manhattan on Jan. 7, 2013.  The Debtor is a
single asset real estate case consisting of a vacant land located
at 709-717 North Penn Street, in Philadelphia, Pennsylvania.

The Chapter 11 petition was filed on the eve of a sheriff's sale
scheduled by the secured creditor, U.S. Bank National Association,
which has obtained judgment for foreclosure from the Court of
Common Please of Philadelphia County.  The judgment amount owed to
the bank is $16.9 million.


WARNER MUSIC: Swings to $4-Mil. Net Income in Fiscal 2nd Quarter
----------------------------------------------------------------
Warner Music Group Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $4 million on $675 million of revenues for the three
months ended March 31, 2013, as compared with a net loss of $34
million on $623 million of revenues for the same period a year
ago.

For the six months ended March 31, 2013, the Company incurred a
net loss of $75 million on $1.44 billion of revenues, as compared
with a net loss of $60 million on $1.39 billion of revenues for
the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $5.10
billion in total assets, $4.25 billion in total liabilities and
$855 million in total equity.

"We recorded an impressive quarter, thanks to great releases from
our artists and excellent execution from our operators," said
Stephen Cooper, Warner Music Group's CEO.  "These are the results
of a very strong release schedule, solid performance from
carryover releases and continued financial discipline."

"We achieved robust growth in OIBDA and OIBDA margin," added Brian
Roberts, Warner Music Group's Executive Vice President and CFO.
"And we realized strong free cash flow of $121 million, closing
the quarter with $294 million in cash on our balance sheet which
gave us the ability to pay down $102.5 million of our existing
term loan on May 9, 2013.  In addition, on May 13, 2013, we issued
an irrevocable notice of redemption relating to $50 million of our
currently outstanding 6.000% Senior Secured Notes due 2021 and
EUR17.5 million of our currently outstanding 6.250% Senor Secured
Notes due 2021."

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

                        http://is.gd/DEA5Bv

                      About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

Warner Music incurred a net loss attributable to the Company of
$112 million for the fiscal year ended Sept. 30, 2012, compared
with a net loss attributable to the Company of $31 million for the
period from July 20, 2011, through Sept. 30, 2011.

                            *    *     *

As reported by the TCR on Feb. 13, 2013, Standard & Poor's Ratings
Services placed its ratings on New York City-based recorded music
and music publishing company Warner Music Group (WMG) on
CreditWatch with negative implications.  This action follows the
company's announcement that it has entered into a definitive
agreement to acquire U.K.-based Parlophone Label Group for about
$765 million in cash.


WBS LC: Bankr. Court Won't Bar Whitney National Bank's Lawsuit
--------------------------------------------------------------
Bankruptcy Judge Douglas O. Tice Jr. in Richmond, Va., last month
tossed a motion for injunction and request for contempt sanctions
filed by Finley White and White Family LLC in the Chapter 11 case
of WBS LC.

The motion purports to be filed by other related persons and
entities included in a footnote to the motion; however, the prayer
for relief requests relief only as to Finley White and White
Family LLC.

In the motion, Finley White and White Family request that the
court (1) enjoin Whitney National Bank from continuing certain
litigation pending against them in the Circuit Court for Mobile
County, Alabama, and (2) hold Whitney National Bank in contempt.
The crux of the argument made by Finley White and White Family is
that a prior settlement of an adversary proceeding brought by the
chapter 7 trustee against Finley White and White Family bars
further recovery against them by Whitney National Bank.

According to Judge Tice, "the motion is procedurally insufficient
and fails to state a claim upon which relief can be granted.
Movants have not alleged facts or made arguments that would
entitle them to injunctive relief or provide cause for the entry
of a contempt order. Further, movants have not proven that
Whitney's claims against movants in the Alabama Circuit Court
litigation are property of the bankruptcy estate or that the
settlement agreement resolved Whitney's claims. In addition, the
motion is deficient to the extent it seeks to extend the automatic
stay under 11 U.S.C. [Sec.] 362 to cover the non-bankrupt third
party movants."

On August 25, 2008, prior to the date WBS LC filed the petition
initiating this bankruptcy case, Whitney National Bank obtained
judgment in the Circuit Court for Mobile County, Alabama, in the
amount of $1,264,241.94 against (1) Lakewood Investors, LLC,
pursuant to a commercial note, and (2) Southeast Real Estate
Investment Corp. -- SERIC -- Southeast Properties, LLC, and
Christopher B. White as guarantors of that note.

On June 10, 2009, Whitney caused processes of garnishment to be
issued out of the Alabama Circuit Court on WBS LC, as garnishee,
in which SERIC and Christopher White were named as judgment
defendants. The basis for the processes of garnishment was Whitney
National Bank's allegation that SERIC and Mr. White had improperly
caused the assets of SERIC to be transferred to WBS.

On January 25, 2010, Whitney filed a motion for summary judgment
against WBS in the garnishment proceeding.

On January 26, 2010, the day after it filed the motion for summary
judgment in the garnishment proceeding, Whitney also filed a
supplemental complaint in the original Alabama Circuit Court case
against WBS, White Family, LLC and Finley White, asserting claims
of alleged improper transfers to WBS that had in turn been
transferred to White Family and Finley White.

On March 16, 2010, WBS commenced the bankruptcy case (Bankr. E.D.
Va.  Case No. 10-31789) under Chapter 11 of the Bankruptcy Code,
and on April 16, 2010, Whitney moved for entry of an order
granting relief from the automatic stay to pursue the garnishment
proceeding against WBS, including Whitney's motion for summary
judgment.  On June 23, 2010, the bankruptcy court entered an Order
granting Whitney's motion to allow Whitney to argue and obtain a
ruling on its motion for summary judgment in the garnishment
proceeding.

On October 29, 2010, the bankruptcy case of WBS case was converted
to chapter 7, and Lynn L. Tavenner was appointed as the Chapter 7
trustee. On March 30, 2011, the trustee filed an adversary
proceeding against White Family, LLC and Finley White, seeking to
avoid and recover transfers purportedly made by WBS to White
Family and Finley White.  Following mediation, the trustee and the
White Entities entered into a written settlement agreement dated
December 19, 2011, that purported to resolve:

"the Claims related to or asserted in the Adversary Proceeding,
the Additional Claims2 related to or asserted in the Additional
Claims Statement, and any and all other claims including, but not
limited, to those that could be raised by the Trustee on behalf or
for the benefit of herself, the Debtor, and/or the Estate, whether
or not all such claims are known or unknown to the Parties, and
whether or not such claims have been asserted by the Parties."

Whitney was not a signatory to the settlement agreement. After
notice to creditors, by order entered January 30, 2012, the
bankruptcy court approved the settlement agreement.

On October 28, 2011, before the trustee's settlement agreement was
completed or approved, Whitney filed a motion for summary judgment
in the Alabama Circuit Court case against White Family and Finley
White. White Family and Finley White filed their responses to the
motion for summary judgment after they had entered into the
trustee's settlement agreement. In their response, they argued
that any claims against White Family or Finley White belonged to
the bankruptcy estate, could be brought only by the Chapter 7
trustee, and were to be resolved through the trustee's settlement
agreement. Despite those arguments, on September 14, 2012, the
Alabama Circuit Court entered an order granting Whitney's motion
for summary judgment and granting judgment against White Family,
LLC and Finley White.

A copy of Judge Tice's April 3, 2013 memorandum opinion is
available at http://is.gd/39DgySfrom Leagle.com.


WELCH ENTERPRISES: Creditors Have Until Aug. 6 to File Claims
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Alabama
established May 6, 2013, as the deadline for any individual or
entity to file proofs of claim against Welch Enterprises, LLC.
The Court set Aug. 6, 2013, as the bar date for governmental
entities.

Welch Enterprises, LLC, a Grove Hill, Alabama-based logging
company, filed a Chapter 11 petition (Bankr. S.D. Ala. Case No.
13-00255) in Mobile, Alabama, on Jan. 25, 2013.  The Debtor
disclosed $13.3 million in assets and $1.41 million in liabilities
in its schedules.


WELCH ENTERPRISES: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Welch Enterprises, LLC, filed last month its schedules of assets
and liabilities, disclosing:

Name of Schedule              Assets         Liabilities
----------------            -----------      -----------
A. Real Property               $140,000
B. Personal Property         $6,340,300
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                             $1,374,630
E. Creditors Holding
   Unsecured Priority
   Claims                                         $1,902
F. Creditors Holding
   Unsecured Non-priority
   Claims                                       $245,998
                              -----------    -----------
   TOTAL                        $6,480,300    $1,622,530

A copy of the schedules is available for free at

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

                      About Welch Enterprises

Welch Enterprises, LLC, a Grove Hill, Alabama-based logging
company, filed a Chapter 11 petition (Bankr. S.D. Ala. Case No.
13-00255) in Mobile, Alabama, on Jan. 25, 2013.  The Debtor
disclosed $13.3 million in assets and $1.41 million in liabilities
in its schedules.


WILCOX EMBARCADERO: Taps Cassidy as Leasing Agent
-------------------------------------------------
Wilcox Embarcadero Associates, LLC, last month sought permission
to employ Cassidy Turley as its leasing agent, and to pay Cassidy
in the amount of $21,638 for its efforts in completing a seven-
year lease of space MobilityWorks on the Debtor's property.
MobilityWorks signed a lease for space in the Debtor's property on
Feb. 12, 2013.

                     About Wilcox Embarcadero

Wilcox Embarcadero Associates, LLC, filed a Chapter 11 petition in
Oakland (Bankr. N.D. Cal. Case No. 12-40758) on Jan. 26, 2012.
Wilcox operates a commercial building, leasing warehouse,
wholesale, retail and office space.  Wilcox operates in the Bay
Area and has been in business for 10 years.  The Debtor says it is
a single asset real estate case.

Steele, George, Schofield & Ramos LLP represents the Debtor in its
restructuring efforts.

In its schedules, The Debtor disclosed $10.2 million in assets and
under $8.6 million in liabilities.  The Debtor's property
secures an $8.55 million debt to Wells Fargo and Owens Mortgage
Investment Fund, LP.

The Debtor said it incurred financial difficulty when its primary
lender, the holder of the First Deed of Trust, refused to extend,
modify or refinance the loan.  The Debtor is in negotiations with
a new lender to take out the lender, but needs more time to
accomplish this task.

No trustee or examiner has been appointed in the Chapter 11 case
and no committee has been appointed or designated.


WILDHORSE RESOURCES: Moody's Rates $325-Mil. 2nd Lien Loan 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) to WildHorse Resources, LLC (WHR), and a B3 rating to the
proposed $325 million second lien senior secured term loan
facility due 2019. The rating outlook is stable. Moody's also
assigned a SGL-3 Speculative Grade Liquidity rating to WHR.
Facilities proceeds will be used to pay a special dividend to the
company's owners and to reduce borrowings under its first lien
revolving credit facility.

WildHorse Resources, LLC is a small independent exploration and
production (E&P) company focused primarily on natural gas
development in north Louisiana and to a lesser extent east Texas.
WHR was formed in 2007 and is owned by Memorial Resource
Development (MRD, not rated), which in turn is 100%-owned by funds
controlled by Natural Gas Partners (NGP), a private equity firm
focused on investments in the natural resources sector.

"WildHorse Resources is a relatively small E&P company in the
early stages of a horizontal drilling strategy concentrated in
North Louisiana gas and liquids reserves. The special dividend
under direction of its private equity owners is a highly
leveraging transaction, but Moody's believes the company's
efficient cost structure and prospects for a rising cash flow
profile help mitigate its financial leverage and asset
concentration risk," said Tom Coleman, Senior Vice President at
Moody's.

Rating Assignments:

  Corporate Family Rating of B2

  $325 million Senior Secured Second Lien Term Loan Facility,
  rated B3 (LGD 5, 73%)

  Probability of Default Rating of B2-PD

  Speculative Grade Liquidity Rating of SGL-3

Ratings Rationale:

WHR's B2 CFR reflects its small scale and geographically
concentrated reserves and production, exposure to low natural gas
prices on a majority of its production, and high financial
leverage stemming from large dividends paid to its equity
sponsors. The bulk of WHR's E&P activities are concentrated in the
Terryville field in north Louisiana/East Texas, which accounts for
94% of BOE reserves, about 87% of total current production of 85
mmcfe/day, and 90% of capital spending in 2013. WHR's reserves are
about 70% natural gas, and over 69% of its reserves are proved
undeveloped (PUD), requiring substantial investment to develop and
bring to production.

While WHR's production is expected to remain largely natural gas,
its drilling efforts are tilting to liquids-rich resources. NGLs
and crude oil are expected to make up about 30% of BOE production
but more than 50% of revenues in 2013 and beyond. WHR's year-end
2012 proved developed reserve life of 12.1 years will shorten on a
proforma basis to the area of 8 years as production ramps up over
the next two years. The sponsors' choice to pay a large dividend
will leave the company with elevated pro-forma leverage of $33,205
of Debt/Daily Production, and $10.33 of Debt/PD Reserves. The $275
million of dividends (including pass through of proceeds from an
equity investment) represents some 88% of the equity invested by
the owners since 2008.

Factors that help mitigate these risks include a rapid production
growth profile, competitive full cycle costs, an active hedging
program and management's experience in the basins where it is
operating.

The Terryville field is a mature area developed largely via
traditional vertical drilling. WHR is pursuing a development
strategy based on horizontal drilling through multiple pay zones
and targeted on liquids prone areas that will increase its overall
price realizations. To date, the company has posted competitive
full cycle costs, benefiting from growth via well priced
acquisitions but also from a large component of PUD reserve
bookings. While WHR's costs can be expected to increase as it
ramps up drilling and development spending, its cost structure and
liquids realizations should enable it to fund the bulk of its
higher capital spending from internal cash flow as production
ramps up over time.

The company's capital plan indicates a free cash flow profile as
production ramps up in 2014 and beyond, with some ability to de-
lever. However, uncertainty remains regarding the risk of
additional acquisitions, further owner distributions (within the
bounds of its dividend limitations), and the owners' ultimate exit
strategy. In addition, WHR's asset profile could change in the
future if the owners decide to use its assets for dropdowns to
Memorial Production Partners LP (B2 CFR), an affiliate E&P MLP
also controlled by NGP through Memorial Resource Development.

WHR's SGL-3 Speculative Grade Liquidity classification reflects
adequate liquidity through 2013. Pro forma for the $325 million
second lien term loan, WHR will have approximately $101 million of
availability under its $275 million (borrowing base) revolving
credit facility, with a nominal amount of cash on hand. WHR should
be modestly cash flow negative for the remainder of 2013, with
revolver availability sufficient to fund any cash shortfalls. The
revolver's financial covenants require maintenance of a minimum
current ratio of 1.0x and minimum interest coverage of 2.5x.
Moody's expects that the company will remain within its covenant
compliance metrics over the near term.

The company's liquidity also benefits from an active hedging
program to lower commodity price risk. For the remainder of 2013,
it has hedged approximately 85% of its PD natural gas and oil
production at prices of $4.05/MMbtu and $91.05/barrel,
respectively, as well as about 39% of its NGLs production.

The B3 rating on the proposed $325 million senior secured second
lien term loan reflects both the overall probability of default of
WHR, to which Moody's assigns a PDR of B2-PD, and a loss given
default of LGD 5 (73%). The second lien term loan is guaranteed by
essentially all material domestic subsidiaries on a senior secured
basis and in accordance with its subordinated position to the
senior secured credit facility's priority claim to the company's
assets. The large potential first lien secured claims relative to
the second lien term loan results in the latter being rated one
notch below the B2 CFR under Moody's Loss Given Default
Methodology.

The outlook for the B2 CFR is stable based on expected completion
and liquidity benefits of the loan refinancing, and execution of
WHR's capital program leading to steady growth in production from
the Terryville field and a free cash generating profile in 2014
and beyond.

WHR's small size and execution risk constrain its rating, but the
rating could be upgraded in the future if overall production and
liquids volumes ramp up in line with plans and can be sustained
above 20,000 BOD/day, while keeping Debt/Production at or below
$30,000. Failure to grow production from its current levels with
competitive full cycle trends and an inability to de-lever using
free cash flow, with Debt/Production above $35,000 could result in
a downgrade. Large additional partner distributions or other
events such as dropdowns that do not result in deleveraging for
WHR could also result in a downgrade.

Wild Horse Resources, LLC is headquartered in Houston, Texas.


WILDHORSE RESOURCES: S&P Rates $325-Mil. 2nd Lien Term Loan 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Houston-based WildHorse Resources LLC.
The outlook is stable.  S&P also assigned a 'B' issue rating to
WildHorse's proposed $325 million second-lien term loan due 2019.
S&P assigned a '4' recovery rating to the notes, indicating its
expectation of average (30% to 50%) recovery in the event of a
payment default.

"The ratings on WildHorse reflect the company's participation in
the volatile and capital-intensive oil and gas exploration and
production (E&P) industry and its relatively small and
geographically concentrated reserve base," said Standard & Poor's
credit analyst Christine Besset.

S&P's ratings also reflect WildHorse's favorable cost structure,
modest capital spending plans, and moderate leverage.

"We consider WildHorse's business risk profile as "vulnerable".
As of Dec. 31, 2012, the company had 722 billion cubic feet
equivalent of total proved reserves, constituting 70% natural gas
and 30% proved developed reserves.  Although WildHorse's reserve
size is comparable with its peers at the higher end of the 'B'
category, the company's reserve base has a relatively higher
percentage of proved undeveloped reserves and a higher exposure to
natural gas, which S&P views unfavorably given currently weak
natural gas prices relative to the price of oil.  The company's
reserves are also exclusively concentrated in the East Texas/North
Louisiana region, in the Lower Cotton Valley.

The stable outlook reflects S&P's expectation that WildHorse will
maintain total adjusted debt to EBITDA below 4x while increasing
production.  S&P will consider a downgrade if leverage exceeds 5x.
This would most likely occur if the company incurs debt to finance
higher-than-anticipated capital spending or acquisitions.  S&P
believes an upgrade is unlikely within the next year given the
company's projected reserve base profile.  Nevertheless, S&P would
consider an upgrade in the medium term if the company grows
reserves above 1 trillion cubic feet equivalent while increasing
the percentage of proved developed reserves to more than 50% and
keeping leverage lower than 4x.


YARWAY CORP: Using Bankruptcy to Protect Parent Tyco
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Yarway Corp., an indirect subsidiary of Tyco
International Ltd., is now asking the bankruptcy court to stop
asbestos lawsuits against Tyco and other non-bankrupt affiliates.

The report relates that last month, Yarway said it would fashion a
reorganization plan to deal with more than 10,000 asbestos claims
filed in the last five years.  In a lawsuit begun last week in
U.S. Bankruptcy Court in Delaware, Yarway attached a 25-page list
of plaintiffs, lawyers, and lawsuits allegedly violating the so-
called automatic stay by suing Tyco based on asbestos-laden goods
Yarway produced years ago.

The lawsuit to stop suits against Tyco is Yarway Corp. v. Those
Parties Listed on Appendix A to Complaint (In re Yarway Corp.),
13-bk-51040, U.S. Bankruptcy Court, District of Delaware
(Wilmington).

                     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: Major Market Apartment Prices Set New Record in March
----------------------------------------------------------------
Major market apartment and major market central business district
(CBD) office prices continued to set record highs in March,
according to the Moody's/RCA Commercial Property Price Indices
(CPPI).

Apartment prices nationally increased by 1.5% in March while core
commercial prices were unchanged. The national all-property
composite index increased by 0.4%, according to "Moody's/RCA CPPI:
Major Market Apartment and CBD Office Prices Forge Ahead to New
Peaks."

The report also highlights the fact that the recovery rate for
loans resolved with a loss greater than 2% during the first
quarter was up approximately 25 percentage points from the
recovery rate near the January 2010 trough. The national all-
property price index increased by nearly 35% in that time.

"Since commercial property prices formed a bottom in late
2009/early 2010 they have enjoyed a strong and almost
uninterrupted recovery, providing a tail wind for the resolution
of defaulted loans in commercial mortgage-backed securities or
CMBS," said Moody's Director of Commercial Real Estate Research
Tad Philipp.

Other findings from this month's Moody's/RCA report include:

Major market apartment prices are 6.9% above their January 2008
peak level while major market office prices are 3.0% above their
December 2007 peak level. Among the suite of 20 CPPI indices, only
major market apartment and major market CBD office have surpassed
their 2007/2008 peaks.

The national all-property composite has increased by 6.2% over the
last 12 months, largely driven by the 12.5% year-over-year
increase in apartment prices.

Industrial properties saw the biggest price decline among the core
commercial sectors during the first quarter, declining by 3.6%.

The share of transactions classified as distressed increased over
the last three months, reversing a trend of a declining share of
distressed transactions that started in 2011.

The Moody's/RCA Commercial Property Price Indices measure price
changes in US commercial real estate based on completed sales of
the same commercial properties over time, or the "repeat-sales"
methodology.


* Moody's: Low Delinquencies Improve Insurer's Profits in 1st Qtr
-----------------------------------------------------------------
Moody's-rated U.S. mortgage insurers reported significant earnings
improvement in the first quarter of 2013, driven by lower incurred
losses as delinquencies have decreased, says Moody's Investors
Service in its new sector comment "Q1 2013 US Mortgage Insurance
Earnings Comment -- Declining Delinquencies Drive a Return to
Marginal Profitability."

"The slowly improving profitability is credit positive for the
mortgage insurers, as it moves them closer to internal capital
generation, and helps to position the industry as a viable player
in the future US housing finance landscape," said Brandan Holmes,
a Moody's Assistant Vice President and author of the report.
"Also, all rated MIs are now in compliance with the regulatory
mandated 25:1 risk-to-capital ratio following capital market
access and parental support during the quarter."

Adjusted MI segment pre-tax operating income for rated insurers
was up by more than 120% (Q1 2013: $45 million, Q1 2012: -$221
million), in aggregate, over the first quarter of 2012, says
Moody's. Additionally, the cohort's average combined ratio
improved to 103.4 from 144.1 in the first quarter of last year.

Moody's adds that while new insurance written (NIW) has increased
significantly over the prior year, much of that has yet to make
its way into premiums earned, and its full effect on earnings is
still to be realized.

Moody's notes that three factors were key drivers of first-quarter
results and will continue to influence the industry's credit
profile over the next 12 to 18 months, including delinquencies
trending lower as housing fundamentals improve and legacy business
runoff continues.

In addition, Moody's says profitable new business, with the
benefit of tighter underwriting standards and favorable pricing,
has boosted earnings that help offset legacy losses but the low
interest environment together with large cash claims will suppress
investment income over the near term.


* Moody's Says Impact of Publicized Hospital Pricing is Minimal
---------------------------------------------------------------
The Centers for Medicare and Medicaid's recent publication of a
database of hospital charges will have minimal impact on the
credit quality of hospitals and health systems for the time being,
says Moody's Investors Service.

Longer-term, however, the wide range of pricing for similar
services the database presents is likely to strengthen the hand of
those calling for greater regulation of hospital pricing and
billing practices, a credit negative for the industry.

"The credit impact to individual hospitals and health systems is
minimal in the near term, as most insurers and purchasers of
healthcare services already understand charges bear little
relationship to actual negotiated rates with payers, which are
substantially discounted from charges," says Daniel Steingart,
CFA, a Moody's Assistant Vice President and Analyst, in the report
"Publication of Hospital Charges Highlights Poor Transparency in
Hospital Pricing."

"Longer-term credit implications are negative for hospitals,
however, especially those that are truly higher cost," says
Steingart. "As governments deal with ongoing budget challenges and
patients pay higher out-of-pocket costs, there will be increasing
pressure on hospitals to operate with low revenue growth and
rationalize their public pricing data. There is substantial risk
the persistence of unexplainable differences in hospital charges
will invite greater regulation of the industry and supports our
negative sector outlook."

On May 8, the Centers for Medicare and Medicaid (CMS) published a
database of hospital charges for 100 of the most common inpatient
diagnostic related groups (DRGs). The CMS data underscored the
great disparity of charges for identical services, even among
hospitals in the same city, or among hospitals that have similar
cost structures.

However, because hospitals charge significantly more than they are
actually reimbursed for, the data do not provide any information
on actual prices paid. The data therefore do not empower patients
or insurers to engage in comparison shopping.

Longer term, however, it is conceivable that a hospital system
will adopt price transparency as a marketing strategy, says
Moody's.

Possible changes in regulation include states requiring additional
disclosure on actual prices paid, inviting greater federal or
state scrutiny of the industry.

Such a development would have a material impact on hospitals'
marketing and billing strategies and be credit negative for
hospitals slow to adapt, says Moody's.


* Moody's: Weak Bond Covenant Quality in North America in April
---------------------------------------------------------------
The covenant quality of North American high-yield bonds improved
only marginally last month, Moody's Investors Service says in a
new report, "Bond Covenant Quality Remains Low in April." The
rating agency's three-month rolling average Covenant Quality Index
rose to 3.94 from 3.97 in March. The index uses a five-point
scale, in which 1.0 denotes the strongest covenant protections and
5.0, the weakest.

"High-yield bond covenant quality remains weak following declines
in all but two of the nine months since peaking at 3.41 last
July," says Vice President -- Head of Covenant Research, Alexander
Dill. "The average covenant quality score of 4.02 for April
represents a sharp decline from March's 3.76, and makes April the
fourth-worst month in terms of covenant quality during the past
year."

But while in recent months the primary driver of worsening
covenant quality has been high-yield lite issuance, in April it
was the high percentage of Ba rated bonds that was most
noteworthy, Dill says. Ba rated bonds typically have weak covenant
packages, and accounted for 41% of high-yield bond issuance last
month compared with the historical average of 28%. High-yield lite
issuance, on the other hand, accounted for only 22.2% of April's
issuance, compared with 38.5% in February and 33.3% in January.

"A high percentage of Ba rated bond issuance continues to exert
downward pressure on both average covenant quality and spreads,"
Dill says. "Average spreads to benchmark remain tight despite weak
covenant quality, suggesting that investors are not being
compensated for the lack of protection."

Among bonds with full high-yield covenant packages issued last
month, those from Athlon Holdings LP and American Builders
Contractors Supply Co. offered the weakest investor protections,
while those from Bonanza Creek Energy, Inc. and Erickson Air-Crane
Incorporated offered the strongest.

More than a third of April's new bond issues rated B1 and below
ranked as lower-tier weak or weakest in terms of covenant quality.
Although this percentage has held steady since November, at 34.9%
in April it remains well above the historical average of 25.3%.

Indeed, covenant quality worsened across the Ba, B1 and Caa/Ca
rating categories in April. Bonds rated Caa had an average CQ
score of 3.76 in April, weaker than the respective scores of 3.55
and 3.54 in March and February and significantly worse than the
historical average of 3.31. The decline in April from March was
also notable for Ba rated bonds.


* BOOK REVIEW: Creating Value through Corporate Restructuring:
               Case Studies in Bankruptcies, Buyouts, and
               Breakups
--------------------------------------------------------------
Author:  Stuart C. Gilson
Publisher:  Wiley
Hardcover:  516 pages
List Price:  $79.95
Review by David M. Henderson

Most business books fall into two categories.  The first is very
important. It is like that stuff you have to drink before you
have a colonoscopy.  You keep telling yourself, this is very
good for me, while you would rather be at the beach reading
Liar's Poker or Barbarians at the Gate.

Stuart Gilson, of the Harvard Business School, has managed to
write a book important to everybody in the distressed market
that is also quite enjoyable.  His prose is fluid and succinct
and a pleasure to read.  But don't take my word for it.  The
dust jacket endorsements come from Jay Alix, Martin Fridson,
Harvey Miller, Arthur Newman, and Sanford Sigoloff.  At a
collective gazillion dollars a billing hour, that's a lot of
endorsement.

Be advised that this is designed as a text book.  The case study
format might be off-putting to some.  The effect can be jarring
as you read the narrative history of the case and suddenly
confront the financial statements without any further clue as to
what to do, but this must be what it is like for the turnaround
manager.  Even after reading several of the cases, when I got to
the financials I had that sinking feeling of, what do I do now?
If you read carefully, clues to the solutions are in the
introductions.

The book is divided into three "modules", bizspeek for sections:
Restructuring Creditors' Claims,. Restructuring Shareholders'
Claims, and Restructuring Employees' Claims. The text covers 13
corporate restructurings focusing on debt workouts, vulture
investing, equity spinoffs, tracking stock, assete divestitures,
employee layoffs, corporate downsizing, M & A, HLTs, wage give-
backs, employee stock buyouts, and the restructuring of employee
benefit plans.  That's a pretty comprehensive survey, wouldn't
you say?

Dr. Gilson's chapter on "Investing in Distressed Situations" is
an excellent summary of the distressed market and a good
touchstone even for seasoned vultures.

Even in the two appendices on technical analysis, this book is
marvelously free of those charts and graphs that purport to show
some general ROI of distressed investing.  Those are cute,
aren't they?  As Judy Mencher has famously said, "You can buy
the paper at 50 thinking it's going to 70, but it can just as
easily go to 30 if you are not willing to act on it."  Therein
lies the rub and the weakness, if inevitable, of this or any
book on corporate restructurings.  As Dr. Gilson notes, no two
are alike, and the outcome is highly subjective, in our out of
Court, but especially in Chapter 11. Is the Judge enthralled by
Jack Butler as Debtor's Counsel or intimidated by Harvey Miller
as Debtor's Counsel?  Are you holding "secured" paper only to
discover that when it was issued the bond counsel forgot to
notify the Indenture Trustee of the most Senior debt?    Is
somebody holding Junior paper that you think is out of the money
only to have Hugh Ray read the fine print and discover that the
"Junior" paper is secured?  This is the stuff of corporate
reorganizations that is virtually impossible to codify into a
textbook.

That said, this is an especially valuable text for anybody
working in the distressed market.  As a Duke grad, I tend to be
disdainful of all things Harvard, but having read Dr. Gilson's
book, I am enticed to encamp by the dirty waters of the Charles
long enough to take his course, appropriately entitled,
"Creating Value Through Corporate Restructuring."


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez,
Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl
Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
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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