TCR_Public/130520.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, May 20, 2013, Vol. 17, No. 138

                            Headlines

ADVANCED LIVING: CohnReznick LLP Approved as Financial Advisor
ADVANCED LIVING: Greenberg Traurig Approved as Committee's Counsel
ADVANCED LIVING: Harrison & Duncan Approved Special Tax Counsel
ADVANCED LIVING: Files Schedules of Assets and Liabilities
AES CORP: Moody's Rates $250MM Senior Note Add-On Offering 'Ba3'

AFFYMAX INC: Taps Brenner Group for Restructuring Services
ALLIANCE 2009: Chapter 11 Reorganization Case Dismissed
AMERICA WEST: Agreement on Postpetition Financing Approved
AMERICAN AIRLINES: Group of Unsecured Creditors Support Plan
AMERICAN AIRLINES: New Equity Agreement Approval Sought

ARCAPITA BANK: Court OKs Replacement Financing From Goldman Sachs
ASCEND LEARNING: Bank Debt Trades at 0.1 % Off in Secondary Market
ATP OIL: Pioneer Loses Bid to Delay Arbitration in Lease Row
AUDIOEYE INC: Incurs $396K Net Loss in 1st Quarter
BACTERIN INT'L: Gets NYSE MKT Listing Non-Compliance Notice

BANK OF AMERICA: Fitch Upgrades Preferred Stock Rating to 'BB'
BELLISIO FOODS: Moody's Says Overhill Purchase is Credit Negative
BON-TON STORES: $50MM Loan Increase No Impact on Moody's B3 CFR
BROADVIEW NETWORKS: Incurs $2.4 Million Net Loss in First Quarter
CALDERA PHARMA: Incurs $766K Net Loss in 1st Quarter

CAMARILLO PLAZA: Plan Contemplates Sale of Shopping Center
CANYONS @ DEBEQUE: Further Amends Plan Disclosure
CENTRAL ARIZONA BANK: Western State Bank Assumes All Deposits
CHEM RX: McKesson Beats Trustee's $10MM Clawback Suit
CITIGROUP INC: Fitch Affirms 'BB' Preferred Rating

CLINICA REAL: Has Until June 21 to Propose Plan of Reorganization
COMMERCIAL MANAGEMENT: Interest Holder to Hire Special Counsel
COMMONWEALTH GROUP: PNC Bank Wants Plan Outline Adequacy Denied
DAQO NEW: Incurs $115.6-Mil. Net Loss in 2012
DETROIT, MI: Plan May Endanger Bondholders, Moody's Says

DEWEY & LEBOEUF: Ch. 11 Was Like Hitchcock's 'The Birds'
DIMMITT CORN: Files List of 20 Largest Unsecured Creditors
DIMMITT CORN: Files Schedules of Assets and Liabilities
DIMMITT CORN: Party-in-Interest Corn Mill Wants Case Dismissal
DIMMITT CORN: Wants to Hire Mullin Hoard as Bankruptcy Counsel

EASTMAN KODAK: Seeks Green Light on $650MM Imaging Biz Spinoff
EASTMAN KODAK: PwC to Review Differences in US-Japan Accounting
ECOLOGY COATINGS: Chapter 7 Petition Filed
ELBIT IMAGING: Incurs NIS455.5 Million Net Loss in 2012
ELPIDA MEMORY: Tokyo Court Nixes Appeal of $2B Micron Deal

ELPIDA MEMORY: Creditor Appeals on Reorganization Plan Tossed
EMMONS-SHEEPSHEAD: Lender to Fund Payments to Unsecured Claims
ENGLOBAL CORP: Reports $1.9 Million Net Income in First Quarter
ENVISION SOLAR: Incurs $1-Mil. Net Loss in 1st Quarter
EQUIPMENT EQUITY: Court Rules on Equitable Subordination Lawsuit

FIRST DATA: Proposed $500MM Notes Offer Gets Moody's Caa2 Rating
FLUX POWER: Completes Commercial Implementation of New Battery
FREESCALE SEMICONDUCTOR: Moody's Rates $750MM Senior Notes 'B1'
GAME TRADING: Baltimore Allowed $7,115 Unsecured Priority Claim
GATEHOUSE MEDIA: Bank Debt Trades at 36.78% Discount

GLOBAL CLEAN: Incurs $1.2-Mil. Net Loss in 1st Quarter
GMX RESOURCES: Seeks Sale of Assets to First Lien Lenders
GOLDMAN SACHS: Fitch Affirms 'BB+' Preferred Equity Rating
HANGER INC: Good Performance Prompts Moody's to Lift CFR to Ba3
HELLER EHRMAN: Orrick Wants Clawback Ruling Revisited

HOSTESS BRANDS: Flowers Expects to Complete Asset Purchase in 2H
HOUGHTON MIFFLIN: Term Loan Repricing No Impact on Fitch's B+ IDR
INTERNATIONAL COMMERCIAL: Posts $1.2 Million Net Income in Q1
INTERNATIONAL HOME: First Bank Lawsuit v. HDI Remanded
JEANS.COM INC: DDR Entitled to Admin. Expenses for Unpaid Rent

KIM'S PROVISION: Bid to Vacate Helicon Attachment Order Denied
KNICK EXPLORATION: AMF Renders Management Cease Trade Order
LANDAMERICA FINANCIAL: Trustee Sues to Erase PE Firm's $10MM Claim
LIBBEY GLASS: Moody's Ups CFR to B1; Changes Outlook to Positive
LIBERTY MEDICAL: Stevens & Lee OK'd as Committee's Co-Counsel

LIBERTY MEDICAL: Williams & Connoly OK'd as Special Counsel
LYFE COMMUNICATIONS: Delays Form 10-Q for First Quarter
MONITOR CO: Creditors Seek to Claw Back $2MM From Landlords
MF GLOBAL: Signs Agreement to Resolve Deutsche Bank Claim
MORGAN STANLEY: Fitch Affirms 'BB' Preferred Stock Rating

MUD KING: Files Schedules of Assets and Liabilities
MUD KING: Taps Muskat Martinez as Special Litigation Counsel
MURRAY ENERGY: Moody's Retains B3 CFR on Revised Refinancing Deal
NEIL'S MAZEL: Court Won't Reopen Bankruptcy Case for 2nd Time
NEPHROS INC: Stockholders Elect Two Directors to Board

NEWLAND INTERNATIONAL: Explains Filing of Confidential Docs
NORTEL NETWORKS: Objects to UK Pension Trust's Claims
ODYSSEY PICTURES: Delays Form 10-Q for First Quarter
PARROTT BROADCASTING: Bankr. Court Denies Kani CEO's Claim
PEAK POSITIONING: Delays Filing of 2012 Disclosure Documents

PERFORMANCE TRANSPORTATION: June 19 Hearing in Suit v. Ford
PHYSICAL PROPERTY: Incurs HK$137,000 Net Loss in First Quarter
PLAINS END: Fitch Affirms BB Rating on $117.7MM Sr. Secured Bonds
PLAZA VILLAGE: June 17 Hearing on Motions to Dismiss Case
POST HOLDINGS: Moody's Warns of Possible Downgrade for 'Ba3' CFR

POWERWAVE TECHNOLOGIES: Creditors Say Sale Leaves Nothing
POWERWAVE TECHNOLOGIES: Sale OK'd After Creditors Strike Deal
PRECISION AIRMOTIVE: Dismissed in Lewis Product Liability Suit
PURADYN FILTER: Incurs $416,600 Net Loss in First Quarter
REVEL AC: New Jersey Casino Regulators Approve Recovery Plan

RG STEEL: Seeks Court Approval of USEPA Settlement
ROSETTA GENOMICS: Amends 2012 Annual Report
SAN JOSE RDA: Fitch Keeps 'BB' Rating on Negative Rating Watch
SANDUSKY LIMITED: PBGC Pension Calculation for Burmeister Correct
SCHAHIN OIL: Fitch Withdraws 'BB-' Rating on $685MM Debt

SCHOOL SPECIALTY: IRS, Noteholders Object to Plan
SPEEDEMISSIONS INC: Incurs $270,700 Net Loss in First Quarter
SPLIT VEIN: Top Executive Held in Contempt for Withholding Info
START SCIENTIFIC: Incurs $155K Net Loss in 1st Quarter
STRATUS MEDIA: Delays Form 10-Q for First Quarter

SUPERVALU INC: Fitch Gives B- IDR & Rates New $400MM Notes CCC+
SUPERVALU INC: Moody's Rates New $400MM Sr. Unsecured Notes Caa1
TN-K ENERGY: Incurs $83,900 Net Loss in First Quarter
TOMI ENVIRONMENTAL: Incurs $193K Net Loss in 1st Quarter
TOUSA INC: Eyes Liquidation Amid Sluggish Market

TRANSVANTAGE SOLUTIONS: Meeting to Form Creditor's Panel on May 28
TRUCEPT INC: Delays First Quarter Form 10-Q for Review
TWIN DEVELOPMENT: Taps Hinds & Shankman as Bankruptcy Counsel
TXU CORP: 2014 Bank Debt Trades at 21.83% Off in Secondary Market
TXU CORP: 2017 Bank Debt Trades at 26.17% Off in Secondary Market

UNDERGROUND ENERGY: Bankruptcy Court Hearing on Audit Fees in July
UNILAVA CORP: Delays Form 10-Q for First Quarter
UNITED CONTINENTAL: Fitch Cuts Sr. Unsec. Ratings to 'CCC+/RR6'
UNIVISION COMMUNICATIONS: Moody's Rates New $1BB Senior Debt 'B2'
USMART MOBILE: Posts $888,000 Net Income in First Quarter

VAUGHN COMPANY: Trustee Can Take Deposition of Julius Wollen
VICTORY ENERGY: Delays Form 10-Q for Q1 Due to Restatements
WESTINGHOUSE SOLAR: Incurs $1 Million Net Loss in First Quarter
WYNN LAS VEGAS: Fitch Assigns 'BB' Rating to $500MM Senior Notes

* Moody's Liquidity Stress Index is 3.2% as of Mid-May
* ABI's Endowment Makes Pitch for Unclaimed Chapter 11 Funds

* Big Banks Get Break in Rules to Limit Risks

* Zimmerman Joins Wolters Kluwer as Senior Compliance Consultant

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

                            *********

ADVANCED LIVING: CohnReznick LLP Approved as Financial Advisor
--------------------------------------------------------------
The Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas authorized Advanced Living Technologies,
Inc., to employ CohnReznick LLP as financial advisor.

As reported in the Troubled Company Reporter on Feb. 26, 2013,
Advanced Living Technologies is asking the bankruptcy court for
approval to employ CohnReznick LLP.

CohnReznick will, among other things;

  -- gain an understanding of the Company's corporate structure,
     related parties and status of books and records;

  -- assist the Company in the preparation of projections;

  -- assist the Company in the preparation of a 13-week cash flow
     forecast; and

  -- assist the Company with the identification and negotiation of
     cash collateral arrangement or DIP financing;

Compensation to the firm will be payable on an hourly basis, plus
reimbursement of actual and necessary expenses.

CohnReznick's billing rates are:

       Professional                   Hourly Rate
       ------------                   -----------
Partner/Senior Partner                $585 to $800
Manager/Senior Manager/Director       $435 to $620
Other Professional Staff              $275 to $410
Paraprofessional                          $185

As reported by the Troubled Company Reporter on May 16, the Debtor
won permission to sell its six not-for-profit Texas nursing homes
for $18 million to Southern TX SNF Realty LLC.  The Court approved
the sale on May 10.

Judge Mott in April authorized, on a final basis, the Debtor to:

   1. obtain postpetition financing from existing bondholders
      led by Wells Fargo Bank, N.A., as indenture trustee, and

   2. use cash collateral,

both to fund operations pending a sale of the assets.

Wells Fargo serves as indenture trustee for holders of Health
Facility Revenue Bonds issued by Bell County Health Facilities
Development Corporation.  As reported in the Troubled Company
Reporter on Feb. 28, 2013, the lenders led by Wells Fargo are
already owed $19.1 million for bonds issued prepetition.

MidCap Financial, LLC, owed $1.5 million for financing secured by
a first-lien on accounts receivable, objected to the financing,
arguing that the Debtor attempts to (i) use MidCap's collateral
without providing MidCap with adequate protection and (ii) to
employ Sec. 364 of the Bankruptcy Code to impermissibly elevate a
prepetition claim.

The Debtor in its DIP financing motion sought approval to use cash
collateral and obtain up to $351,000 in postpetition financing.
However, a paragraph in the interim order provides that the
proceeds of the DIP facility will be used to repay in full the
$578,000 emergency bridge facility provided by Wells Fargo
provided just before the bankruptcy filing.

Thus, MidCap pointed out, the Debtor was actually asking for
$350,000 in cash plus a roll-up of the $578,001 amount into the
DIP Facility.  MidCap stated that Sec. 364 of the Bankruptcy Code
requires that incurring debt is to occur after (i) notice, (ii) a
hearing, and (iii) authorization from a court.  Thus Sec. 364
cannot be used to elevate whatever prepetition claim Wells Fargo
may have to superpriority status, according to MidCap.

MidCap also claimed that the Debtor is unable to provide adequate
protection because MidCap's collateral is comprised of accounts
receivable that, once collected, are gone.  In other words, each
time the Debtor collects MidCap's collateral, that collateral is
eroded and the Debtor has no unencumbered assets upon which the
Debtor could grant sufficient replacement liens.

The Court granted interim approval of the DIP facility after the
provision authorizing the repayment of the emergency bridge loan
was intentionally omitted from the interim order.

As reported in the TCR on Feb. 26, 2013, Wells Fargo agreed to
provide financing to pay any shortfalls in the Debtor's continuing
business operations.

The Debtor said in court papers that the DIP loans will incur
interest at 8% per annum.  The DIP facility required the quick
sale of the assets.

              About Advanced Living Technologies

Advanced Living Technologies, Inc., owner of six skilled nursing
facilities throughout Texas, filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sell
substantially the facilities as a going-concern in two months.

The Debtor previously sought Chapter 11 protection in January 2008
(Bankr. W.D. Tex. Case No. 08-50040) and exited bankruptcy in May
2008.

In the new Chapter 11 case, the Debtor has tapped Horhmann, Taube
& Summers, LLP, as counsel, CohnReznick LLP, as financial advisor,
and RBC Capital Markets, LLC, as investment banker.

U.S. Trustee Judy A. Robbins appointed three members to the
Official Unsecured Creditors' Committee in the 2013 case.
Greenberg Traurig, LLP represents the Committee.


ADVANCED LIVING: Greenberg Traurig Approved as Committee's Counsel
------------------------------------------------------------------
The Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas has authorized the Official Committee
Committee of Unsecured Creditors in the Chapter 11 case of
Advanced Living Technologies, Inc., to retain Greenberg Traurig,
LLP as its counsel.

The hourly rates of Greenber Traurig's personnel are:

         Clifton R. Jessup, Jr.                 $780
         Shari L. Heyen                         $700
         Bruce H. White                         $675
         Kimberly G. Davis                      $525
         Bryan Elwood                           $525
         David R. Eastlake                      $375
         Gail Jamrok                            $265

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

Judy A. Robbins, U.S. Trustee for Region 7, appointed in March
2013 five creditors to serve in the Unsecured Creditors Committee.
The Committee is comprised of:

      1. Shane Reed, interim chair
         Medline Industries
         One Medline Place
         Mundelein, IL 60060
         Tel: (847) 643-4087
         Fax: (866) 527-2685
         E-mail: sreed@medline.com

      2. Care Specialties, Inc.
         Attn: Bill Ratfield, president
         2801 Oakmont Dr., Ste. 900
         Round Rock, TX 78665
         Tel: (512) 263-4000
         Fax: (512) 263-7440
         E-mail: bratfield@carespecialties.com

      3. Jessa Lombo
         Maxim Healthcare Services, Inc. dba Maxim
         Staffing Solutions
         7227 Lee Deforest Dr.
         Columbia, MD 21046
         Tel: (410) 910-1596
         Fax: (443) 430-7342
         E-mail: jekarko@maxhealth.com

      4. Ally Phillipsen
         Hallmark Rehabilitation GP, LLC
         27442 Portola Pkwy, Suite 200
         Foothill Ranch, CA 92610
         Tel: (949) 380-2038
         Fax: (949) 282-5952
         E-mail: aphillipsen@hrehab.com

      5. Raymond Crouse
         Healthcare Services Group
         3220 Tillman Dr.
         Bensakin, PA 19020
         Tel: (267) 525-8514
         Fax: (267) 525-8614
         E-mail: rcrouse@hcsgcorp.com

              About Advanced Living Technologies

Advanced Living Technologies, Inc., owner of six skilled nursing
facilities throughout Texas, filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sell
substantially the facilities as a going-concern in two months.

The Debtor previously sought Chapter 11 protection in January 2008
(Bankr. W.D. Tex. Case No. 08-50040) and exited bankruptcy in May
2008.

In the new Chapter 11 case, the Debtor has tapped Horhmann, Taube
& Summers, LLP, as counsel, CohnReznick LLP, as financial advisor,
and RBC Capital Markets, LLC, as investment banker.


ADVANCED LIVING: Harrison & Duncan Approved Special Tax Counsel
---------------------------------------------------------------
The Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas has authorized Advanced Living
Technologies, Inc., to employ Harrison & Duncan, PLLC as special
tax counsel.

Harrison will, among other things:

   -- assist management and legal counsel in evaluating
entitlement of the Debtor's nursing facilities to exemption from
Texas ad valorem taxes under substantive Texas law;

   -- consult with the management and legal counsel in
investigating proofs of claim filed on behalf of local Texas
taxing units; and

      -- assist management with its communications with local tax
and appraisal entities and their counsel.+

The hourly rates of Harrison' personnel are:

         Joseph M. Harrison IV, managing partner        $300
         William G. Noe, associate attorney             $150
         Administrative/Paraprofessional                 $75

To the best of the Debtor's knowledge, Harrison does not hold
interest adverse to the estate.

              About Advanced Living Technologies

Advanced Living Technologies, Inc., owner of six skilled nursing
facilities throughout Texas, filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sell
substantially the facilities as a going-concern in two months.

The Debtor previously sought Chapter 11 protection in January 2008
(Bankr. W.D. Tex. Case No. 08-50040) and exited bankruptcy in May
2008.

In the new Chapter 11 case, the Debtor has tapped Horhmann, Taube
& Summers, LLP, as counsel, CohnReznick LLP, as financial advisor,
and RBC Capital Markets, LLC, as investment banker.

As of the new Chapter 11 filing, the Debtor disclosed $12,095,711
in assets and $27,768,993 in liabilities as of the Chapter 11
filing.

U.S. Trustee Judy A. Robbins appointed three members to the
Official Unsecured Creditors' Committee in 2013 case.  Greenberg
Traurig, LLP represents the Committee.


ADVANCED LIVING: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Advanced Living Technologies, Inc., filed with the U.S. Bankruptcy
Court for the Western District of Texas its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $8,795,769
  B. Personal Property            $3,299,941
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $21,942,053
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,826,939
                                 -----------      -----------
        TOTAL                    $12,095,711      $27,768,993

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

              About Advanced Living Technologies

Advanced Living Technologies, Inc., owner of six skilled nursing
facilities throughout Texas, filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sell
substantially the facilities as a going-concern in two months.

The Debtor previously sought Chapter 11 protection in January 2008
(Bankr. W.D. Tex. Case No. 08-50040) and exited bankruptcy in May
2008.

In the new Chapter 11 case, the Debtor has tapped Horhmann, Taube
& Summers, LLP, as counsel, CohnReznick LLP, as financial advisor,
and RBC Capital Markets, LLC, as investment banker.

U.S. Trustee Judy A. Robbins appointed three members to the
Official Unsecured Creditors' Committee in the 2013 case.
Greenberg Traurig, LLP represents the Committee.


AES CORP: Moody's Rates $250MM Senior Note Add-On Offering 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the AES
Corporation's additional $250 million 4.875% senior notes due 2023
completed on May 14, 2013. This offering will form a single series
with the $500 million 4.875% senior notes due 2023 issued by AES
on April 30, 2013.

Proceeds from the combined offering plus corporate cash will be
used to fund the company's previously announced tender offer, to
retire other outstanding indebtedness and for general corporate
purposes.


AFFYMAX INC: Taps Brenner Group for Restructuring Services
----------------------------------------------------------
Affymax, Inc., has retained The Brenner Group, Inc., an
experienced restructuring firm, to provide restructuring support
and related management services in order to implement a company-
wide restructuring plan.  With the retention of TBG in connection
with the restructuring, John Orwin's employment will be terminated
and he will no longer hold the position of Chief Executive Officer
after May 15, 2013.  Mr. Orwin will remain on the Company's Board
of Directors.  In connection with the continuing restructuring
efforts led by TBG, the Board of Directors plans to appoint a TBG
representative to the position of Chief Executive Officer in the
coming weeks and to have TBG representatives appointed as Company
officers.

Meanwhile, the Board of Directors of Affymax, Inc., approved an
amendment to the Company's 2006 Equity Incentive Plan to eliminate
the automatic initial and annual equity grants to non-employee
directors.  In addition, the Board of Directors eliminated the
cash compensation per meeting fee for non-employee directors.

                            About Affymax

Affymax, Inc. (Nasdaq: AFFY) is a biopharmaceutical company based
in Palo Alto, California.  In March 2012, the U.S. Food and Drug
Administration approved the Company's first and only product,
OMONTYS(R) (peginesatide) Injection for the treatment of anemia
due to chronic kidney disease in adult patients on dialysis.
OMONTYS is a synthetic, peptide-based erythropoiesis stimulating
agent, or ESA, designed to stimulate production of red blood cells
and has been the only once-monthly ESA available to the adult
dialysis patient population in the U.S.  The Company co-
commercialized OMONTYS with its collaboration partner, Takeda
Pharmaceutical Company Limited, or Takeda during 2012 until
February 2013, when the Company and Takeda announced a nationwide
voluntary recall of OMONTYS as a result of safety concerns.

The Company's balance sheet at March 31, 2013, showed
$66.7 million in total assets, $81.5 million in total liabilities,
and a stockholders' deficit of $14.8 million.


ALLIANCE 2009: Chapter 11 Reorganization Case Dismissed
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
dismissed, with prejudice, Alliance 2009, LLC's Chapter 11 case.

The Court also ordered that the Debtor will pay all quarterly fees
to the U.S. Trustee that come due.

As reported in the Troubled Company Reporter on March 27, 2013,
the Debtor sought voluntary dismissal of its case, saying it has
reached a deal with secured creditors on the payment of their
claims outside of bankruptcy.

When the Debtor filed its case, a significant portion of its
property faced foreclosure by secured creditor, Regions Bank.
However, since the Petition Date, Regions Bank transferred
its claim to Hedge Capital S.A., a Luxembourg company.  Hedge
Capital and the Debtor have reached an agreement on the
appropriate treatment of Hedge Capital's claim outside of
bankruptcy, and therefore neither the Debtor nor Hedge Capital
need the protections offered by the Bankruptcy Code.

The Debtor also reached an agreement with remaining secured
creditors -- Genworth and MidFirst Bank -- regarding the treatment
of those creditors' claims outside of bankruptcy.

Therefore, neither the Debtor nor their remaining secured
creditors need the protections offered by the Bankruptcy Code.

Based on the agreed treatment of the secured creditors, the Debtor
anticipates having sufficient cash flow and funds to pay its
unsecured creditors in full -- as initially proposed in the
Debtor's Plan of Reorganization filed on Jan. 15, 2013.  The
Debtor said the case no longer serves a bankruptcy purpose, as all
creditors will likely receive the full amount of their claims
outside of bankruptcy and therefore do not need the protections
offered by the Bankruptcy Code.

The Debtor has not yet obtained confirmation of its plan, and
therefore no discharge has been granted.  A hearing has earlier
been set for April 2 to consider approval of the explanatory
disclosure statement.

                      About Alliance 2009

Alliance 2009, LLC, filed a bare-bones Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 12-08515) on Sept. 17, 2012.  Bankruptcy Judge
Marian F. Harrison presides over the case.  Harwell Howard Hyne
Gabbert & Manner PC, serves as the Debtor's counsel.  The Debtor
estimated assets of $10 million to $50 million and up to debts of
up to $10 million as of the Chapter 11 filing.

In May, Regions Bank filed a lawsuit against Alliance 2009 and
Milton A. Turner (N.D. Ala. 2:2012cv01789) for breach of contract.
According to the Birmingham Business Journal, the lawsuit was on
account of the Debtor's failure to pay a $7.5 million loan.  The
lawsuit claims the borrower failed to make payments due Oct. 15,
2011, on the $7.5 million loan made in December 2010.  Mr. Turner
guaranteed the debt

No trustee or examiner has been appointed in the Chapter 11 Case,
and a Committee of Unsecured Creditors has not been appointed.


AMERICA WEST: Agreement on Postpetition Financing Approved
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada approved an
intercreditor agreement between America West Resources, Inc., et
al., and lenders -- Denly Utah Coal, LLC, Patriot Bridge and
Opportunity Fund, L.P., and Patriot Bridge and Opportunity Funds
II, L.P.

The agreement provides for, among other things:

   1. the Debtor will move for either (i) approval of financing to
be provided by Denly; (ii) use of cash collateral with the consent
of Denly;

   2. JTBOF will not object to or oppose a sale.

On March 6, the Court entered a final order approving a
stipulation on the Debtors' use of cash collateral and
postpetition financing on a secured basis.  The Debtors stated
that use the cash collateral is necessary to allow the Debtors to
continue to preserve their assets.  The Court authorized Denly to
advance up to $845,000 pursuant to the budget.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant replacement liens on
all property of the Debtors' estates, superpriority administrative
expense claim status, subject to carve out on certain expenses.

                             The Sale

As reported in the Troubled Company Reporter on Feb. 11, 2013, the
Debtors have idled coal production operations at the Horizon Mine
and are continuing to operate certain ancillary businesses as
"debtors-in-possession" under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court.  It is the
Debtors intention to shortly file a motion to sell all or
substantially all of its assets in an auction process pursuant to
Section 363 of the Bankruptcy Code as would be authorized by the
Bankruptcy Court.

As of Feb. 7, 2013, the mining operations at the Horizon Mine have
not been closed as the result of a shutdown by the Mine Safety and
Health Administration, though the Company has idled coal
production operations at the mine.  However, it is possible that
MSHA will issue a closure order on the Horizon Mine operations if
the Company is unable to continue required work to remediate
conditions in the Horizon Mine which result in violations of
applicable safety regulations if not remediated.

                        About America West

Based in Salt Lake City, Utah, America West Resources Inc. is a
domestic coal producer engaged in the mining of clean and
compliant (low-sulfur) coal.  The majority of the Company's coal
is sold to utility companies for use in the generation of
electricity.

America West Resources and three affiliates sought Chapter 11
protection (Bankr. D. Nev. Case Nos. 13-50201 to 13-50204) on
Feb. 1, 2013, in Reno, Nevada. Nevada Bankruptcy Judge Bruce A.
Markell on Feb. 5, 2013, entered an order transferring the
bankruptcy case from Reno to Las Vegas.

America West disclosed assets of $18.3 million and liabilities of
$35.5 million as of Dec. 31, 2012.

America West has tapped the law firm of Flaster/Greenberg P.C. as
reorganization counsel; the Law Office of Illyssa I. Fogel as
local counsel; and consulting firm CFCC Partners, LLC, as
financial advisor.


AMERICAN AIRLINES: Group of Unsecured Creditors Support Plan
------------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones Newswires' Daily
Bankruptcy Review, reported 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 AIRLINES: New Equity Agreement Approval Sought
-------------------------------------------------------
BankruptcyData reported that AMR filed with the U.S. Bankruptcy
Court a motion for an order approving support and settlement
agreement among Debtors and consenting creditors.

The Debtors explain, "The Term Sheet provides for a comprehensive
resolution and settlement of extremely complex and difficult
inter-creditor and inter-state issues to be incorporated into a
reorganization plan, such as the validity and enforceability of
guarantee claims against the Debtors and of prepetition
intercompany claims among Debtors AMR, American Airlines, Inc. and
AMR Eagle Holding Corporation and of potential avoidance claims in
connection with the August 2011 regional aircraft sale and
purchase transaction between AA and certain subsidiaries of
Eagle," the BData report related, citing court documents.

The plan contemplated by the term sheet provides for distributions
of equity in the new parent company of the merged entities ("New
AAG") to general unsecured creditors based on the trading prices
of New AAG common stock on and after the effective date of the
plan, with the potential for such creditors to receive the full
amount of their claims, together with post-petition interest,
based on such trading prices.

It also includes a guaranteed distribution of 3.5% of the common
stock of New AAG to holders of equity interests in AMR, with the
potential for such equity holders to receive significantly more
value, the report added.

The Court scheduled a June 4, 2013 hearing on the matter.

                      About American Airlines

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

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

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

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

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

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).


ARCAPITA BANK: Court OKs Replacement Financing From Goldman Sachs
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Arcapita Bank B.S.C., et al., to enter into a financing
commitment letter and related fee letter to obtain (i) replacement
DIP Financing and (ii) exit financing from Goldman Sachs
International.  GSI put forth the best available offer for
additional financing prior to and during the hearing on the
motion.  The Court also authorized the Debtors to incur and pay
the associated fees and expenses to GSI, and to provide the
related indemnities to GSI and its affiliates.

Prior to payment by the Debtors of (a) any Expenses incurred prior
to or on May 3, 2013, and (b) any Expenses incurred after May 3,
2013, the Debtors and the Committee of Unsecured Creditors, in
each case, will have three days after Committee counsel's receipt
of any related invoice or invoices to review such invoice or
invoices and serve the Debtors (or the Committee, as applicable)
and Goldman Sachs with notice of any objection on the basis that
such invoice or invoices does not constitute "reasonable out-of-
pocket expenses" in accordance with the terms of the Fee Letter
and setting forth the amount of the Expenses to which the
Committee or the Debtors, as applicable, objects.

Pursuant to the commitment letter, as amended, GSI has agreed to
provide a senior secured Murabaha DIP Facility in the amount of up
to US$150,000,000.  Upon satisfaction of certain conditions to
conversion, GSI will provide a senior secured Murabaha Exit
Facility of up to US$350,000,000.

The "Profit" will be LIBOR (floor of 1.5%) + a margin of 8% p.a
payable in cash plus 1.75% p.a. payable in kind.

The Murabaha DIP Facility will mature on July 31, 2013, provided
that, in the event that the entry of the Confirmation Order will
be delayed beyond July 31, 2013, as a result of regulatory related
matters, the Murabaha DIP Facilty Termination Date may be extended
at the Purchaser's option to Aug. 30, 2013.  The Murabaha Exit
Facility will mature on the date which is the three-year
anniversary of the Conversion Date.

A copy of the Commitment Documents is available at:

           http://bankrupt.com/misc/arcapita.doc1113.pdf

                        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.


ASCEND LEARNING: Bank Debt Trades at 0.1 % Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Ascend Learning
Incis a borrower traded in the secondary market at 99.90 cents-on-
the-dollar during the week ended Friday, May 17, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.25
percentage points from the previous week, the Journal relates.
The loan matures May 18, 2017.  The Company pays L+450 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B2 rating and S&P's CCC rating.

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

                         *     *     *

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

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


ATP OIL: Pioneer Loses Bid to Delay Arbitration in Lease Row
------------------------------------------------------------
Jeremy Heallen of BankruptcyLaw360 reported that a Texas federal
judge on Thursday declined to consider a request by Pioneer
Natural Resources USA Inc. to delay arbitration of liabilities
tied to bankrupt ATP Oil & Gas Corp.'s oil and gas leases while
the court weighs a $691 million bid for the assets.

According to the report, in a one-page order, U.S. Bankruptcy
Judge Marvin Isgur ruled that it is up to an arbitrator to decide
when to commence arbitration of claims arising from an interest in
an offshore lease operated by ATP that Pioneer sold to Davis
Offshore.

                           About ATP Oil

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

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

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

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

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


AUDIOEYE INC: Incurs $396K Net Loss in 1st Quarter
---------------------------------------------------
AudioEye, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $396,086 for the three months ended March 31, 2013,
compared with a net loss of $225,612 for the same period last
year.

For the three months ended March 31, 2013, and 2012, revenue in
the amount of $224,297 and $14,255, respectively, consisted
primarily of various levels of website design and maintenance.
Revenues increased due to increased demand for our services.
Additionally, for the three months ended March 31, 2013, and 2012,
revenue from related party in the amount of $0 and $750,
respectively, consisted primarily of various levels of website
design and maintenance.

The Company's balance sheet at March 31, 2013, showed $4.2 million
in total assets, $626,445 in total liabilities, and stockholders'
equity of $3.6 million.

The Company said, "As shown in the accompanying financial
statements, the Company has incurred net losses of $396,086 and
$225,612 for the quarters ended March 31, 2013, and 2012,
respectively.  In addition, the Company had an accumulated deficit
of $906,708 and $510,622 and a working capital deficit of $381,100
and $2,775,215 as of March 31, 2013, and Dec. 31, 2012,
respectively.  These conditions raise substantial doubt as to the
Company's ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/HdVR1p

AudioEye, Inc., headquartered in Tucson, Arizona, has developed
patented Internet content publication and distribution software
that enables conversion of any media into accessible formats and
allows for real time distribution to end users on any Internet-
connected device.  AudioEye has a patent portfolio comprised of
five patents in the United States, as well as several pending U.S.
patents.  Its portfolio includes a number of patents that describe
unique systems and methods for navigating devices and Internet
content, as well as publication and automated solutions that
connect to any content management system, and can deliver a
mobile, usable, and accessible user experience to any consumer
device.


BACTERIN INT'L: Gets NYSE MKT Listing Non-Compliance Notice
-----------------------------------------------------------
Bacterin International Holdings, Inc., on May 16 disclosed that it
has received a compliance notice from the NYSE MKT compliance
group.

Specifically the notice indicated that the Company is not in
compliance with Sections 1003(a)(iii) and 1003(a)(ii), regarding
stockholder's equity of less than $6 million and net losses in
five of its most recent fiscal years and stockholders' equity of
less than $4 million and net losses in three of its four most
recent fiscal years, respectively.  The Company will be required
to submit a plan by June 13, 2013 to address how it intends to
regain compliance.

"The receipt of the letter does not have an immediate effect upon
the listing of the Company's common stock," said John Gandolfo,
Interim Co-Chief Executive Officer and Chief Financial Officer of
Bacterin International.  "We anticipated receiving this notice and
have already begun moving forward with a plan to resolve the
matter and continue with our listing on the NYSE MKT exchange.  We
feel we have a few options available and will take the appropriate
steps to address the situation."

Pursuant to Exchange rules, the Company's stock will continue to
be listed for trading, and on or before June 13, 2013, the Company
will furnish the Exchange with a specific plan of how it will
return to compliance on or before November 13, 2014.  If the
Exchange accepts the Plan, Bacterin will be able to continue its
listing during the plan period, but will be subject to continued
periodic review by the Exchange staff.  If the Company does not
make progress consistent with the Plan during the Plan period, the
Exchange could initiate delisting proceedings.

The Company recently reported first quarter 2013 revenues of $8.6
million, which was a 11% increase over first quarter 2012 revenues
and a 6% increase over reported revenues for the fourth quarter of
2012.

              About Bacterin International Holdings

Bacterin International Holdings, Inc. (nyse mkt:BONE) --
http://www.bacterin.com-- develops, manufactures and markets
biologics products to domestic and international markets.
Bacterin's proprietary methods optimize the growth factors in
human allografts to create the ideal stem cell scaffold to promote
bone, subchondral repair and dermal growth.  These products are
used in a variety of applications including enhancing fusion in
spine surgery, relief of back pain, promotion of bone growth in
foot and ankle surgery, promotion of cranial healing following
neurosurgery and subchondral repair in knee and other joint
surgeries.

Bacterin's Medical Device division develops and licenses coatings
for various medical device applications.


BANK OF AMERICA: Fitch Upgrades Preferred Stock Rating to 'BB'
--------------------------------------------------------------
Fitch Ratings has affirmed Bank of America Corporation's (BAC)
long-term Issuer Default Rating (IDR) at 'A' with a Stable Rating
Outlook, short-term IDR at 'F1', and upgraded the Viability Rating
(VR) to 'a-' from 'bbb+'. At the same time, Fitch affirmed the
Support Rating (SR) at '1' and Support Rating Floor (SRF) at 'A'.
A full list of rating actions, including actions on BAC's main
subsidiaries and debt ratings, follows at the end of this press
release.

The rating actions on BAC have been taken in conjunction with
Fitch's Global Trading and Universal Bank (GTUB) periodic review.
Fitch's outlook for the industry is stable. Positive rating
drivers include improved liquidity, funding, capitalization and
more streamlined businesses, all partly driven by regulation.
Offsetting these positive drivers are substantial earnings
pressure, regulatory uncertainty and heightened legal and
operational risk.

KEY RATING DRIVERS - IDRs, SENIOR DEBT, SUPPORT RATING AND SUPPORT
RATING FLOOR

BAC's IDR is at its Support Rating Floor and therefore is based on
support from the U.S. authorities. The affirmation of the IDR,
Support Rating and SRF reflect Fitch's unchanged view that there
is an extremely high probability that BAC would receive support
from the authorities if required because of the bank's systemic
importance domestically and internationally.

The Stable Outlook on BAC's long-term IDR reflects Fitch's view
that sovereign support for the bank will continue to be available.

RATING SENSITIVITIES - IDRs, SENIOR DEBT, SUPPORT RATING AND
SUPPORT RATING FLOOR

BAC's IDRs, Support Rating, SRF and senior debt ratings are
sensitive to a change in Fitch's assumptions about the
availability of sovereign support for the bank. There is a clear
political intention to ultimately reduce the implicit state
support for systemically important banks in Europe and the U.S.,
as demonstrated by a series of policy and regulatory initiatives
aimed at curbing systemic risk posed by the banking industry. This
might result in Fitch revising SRFs downward in the medium term,
although the timing and degree of any change would depend on
developments with respect to specific jurisdictions. In this
context, Fitch is paying close attention to ongoing policy
discussions around support and 'bail in' for U.S. and Eurozone
banks. Until now, senior creditors in major global banks have been
supported in full, but resolution legislation is developing
quickly and the implementation of creditor 'bail-in' is starting
to make it look more feasible for taxpayers and creditors to share
the burden of supporting large, complex banks.

Any downgrade of BAC's SRF would lead to a downgrade of the bank's
IDRs. In line with Fitch's criteria, the bank's Long-term IDR is
the higher of the VR and the SRF.

KEY RATING DRIVERS - VR

BAC's VR was upgraded based on the substantial progress the
company has made over the last year in resolving some of its
legacy issues. Fitch believes BAC's progress in reducing its
litigation risks and the firm's significantly enhanced capital and
liquidity position improves its credit profile.

Fitch notes that BAC still has some potentially large remaining
litigation risks, primarily regarding the approval of the
company's $8.5 billion private label RMBS settlement with the Bank
of New York Mellon (BK) as trustee. If the settlement is
invalidated and then over time the potential liability for this
issue increased such that BAC was forced to increase reserves,
Fitch believes it would be absorbable within the context of the
firm's earnings and improved capital ratios, despite the
significant risk from this issue.

In addition, Fitch incorporates the assumption that if the
settlement is invalidated, the duration of the ultimate resolution
would likely extend out for some time, allowing BAC to further
build its capital and reserves for these exposures. As of the
first quarter of 2013 under current Basel III capital rules, BAC's
Tier 1 common ratio was 9.52%, up from 9.25% in the sequential
quarter, which is better than Fitch's expectations. BAC's global
excess liquidity remains in excess of $370 billion, and Fitch
believes BAC's Liquidity Coverage Ratio (LCR) would be comfortably
above expected regulatory requirements.

Earlier this year BAC reached a settlement with Fannie Mae (FNM)
related to representation and warranty claims for a $3.6 billion
cash payment as well as the repurchase of $6.6 billion of
residential mortgage loans previously sold to FNM. Fitch believes
that not only was this total consideration manageable but that it
also substantially addressed BAC's exposure to mortgage repurchase
obligations from FNM, which Fitch views as a positive for the
company.

More recently BAC reached a settlement with monoline insurer MBIA
for total financial impact of $2.7 billion relative originally
reported 1Q13 earnings. This settlement reflects an incremental
charge of $1.3 billion, which implies existing reserves were $1.4
billion, in order for BAC to resolve to resolve all outstanding
claims with MBIA. Though Fitch notes that the ultimate settlement
cost with MBIA trended modestly higher than Fitch's expectations,
it is still easily manageable within the context of the company's
quarterly earnings and improved capital position. Additionally,
the uncertainty that it removes from potential future litigation
losses helped to support the upgrade of the VR.

Fitch notes that BAC's overall earnings, while improved, remain
weighed down by litigation and other costs and thus on a core
earnings basis remain below some peers. BAC's core pre-tax profits
(as calculated by Fitch excluding DVA/CVA adjustments and various
other gains/charges but including litigation costs) equated to a
0.4% adjusted return on assets (ROA) including the incremental
MBIA costs during the first quarter of 2013, which is lower than
earnings performance of other G-SIFI institutions.

However, BAC has driven some earnings improvement in its
investment banking and trading businesses as well as its wealth
management unit. Fitch believes that as management continues to
move past legacy and litigation issues, thereby allowing it to
focus more on reducing costs and driving the business, overall
earnings should slowly improve. However, earnings are still likely
to remain below peers at least over an intermediate-term time
horizon.

RATING SENSITIVITIES - VR

Longer-term positive rating momentum for the VR would be
predicated on a consistent improvement in overall earnings to at
least levels of other G-SIFI institutions. Fitch does note that
notwithstanding the impact of various gains/charges on overall
earnings, BAC's core earnings have also been somewhat volatile
given its large reliance on corporate banking and capital markets
revenue, which currently approximates one-third of overall
revenue. Should BAC be able to drive improvement in its retail
business, Fitch expects that over time, capital markets'
contribution to overall earnings could decline, which could add
some stability to earnings. Over a longer term time horizon, this
added stability of earnings could be a positive ratings factor.

Fitch notes that BAC's VR could be downgraded if potential
remaining litigation related losses noted above or other
unforeseen charges result in significant net earnings losses in
excess of Fitch's stressed scenarios, or if the company's capital
ratios begin to meaningfully decline over a near-to-intermediate
term time horizon. Additionally, any severe risk management
failures or a sharp reversal in current credit quality trends
could also negatively impact the VR.

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Subordinated debt and other hybrid capital issued by BAC and by
various issuing vehicles are all notched down from BAC's or its
bank subsidiaries' VRs in accordance with Fitch's assessment of
each instrument's respective nonperformance and relative loss
severity risk profiles.

With today's upgrade of the VR, all subordinated debt and hybrid
securities have also been upgraded by one notch.

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

The ratings of subordinated debt and other hybrid capital issued
by BAC and its subsidiaries are primarily sensitive to any change
in BAC's VR.

RATING DRIVERS AND SENSITIVITIES - HOLDING COMPANY

BAC's IDR and VR are equalized with those ratings of its operating
companies and banks, reflecting its role as the bank holding
company, which is mandated in the U.S. to act as a source of
strength for its bank subsidiaries. It has modest double leverage.
RATING SENSITIVITIES - HOLDING COMPANY

Should BACs' holding company become under-capitalized or have cash
flow coverage of less than 18 months to meet obligations, there is
the potential that Fitch could notch the holding company IDR and
VR from the ratings of the operating companies.

KEY RATING DRIVERS - SUBSIDIARY AND AFFILIATED COMPANY

The IDRs and VRs of BAC's bank subsidiaries benefit from the
cross-guarantee mechanism in the U.S. under FIRREA and therefore
IDRs and VRs of Bank of America, N.A., Bank of America Georgia,
Bank of America Rhode Island, N.A., FIA Card Services N.A.,
LaSalle Bank N.A., United States Trust Company N.A., are equalized
across the group. Fitch regards BAC's investment banking and
broker-dealer entities such as Merrill Lynch & Co. Inc. and
related entities and Bank of America Securities Ltd. to be core
business for BAC and thus IDRs equalized and linked to BAC.

Fitch now views BAC's MBNA Limited subsidiary's ratings to be
strategically important rather than core for BAC and thus IDRs of
this entity have been downgraded one notch from BAC's IDR in
accordance with Fitch's rating criteria.

RATING SENSITIVITIES - SUBSIDIARY AND AFFILIATED COMPANY

As the IDRs and VRs of the subsidiaries are equalized with those
of BAC to reflect support from their ultimate parent, they are
sensitive to changes in the parent's propensity to provide
support, which Fitch currently does not expect, or from changes in
BAC's IDRs.

To the extent that one of BAC's subsidiary or affiliated companies
is not considered to be a core business, Fitch could also notch
the subsidiaries rating from BAC's IDR.

BAC is one of the largest U.S. banks in terms of total deposits,
loans, branches, mortgage originations/servicing and credit card
issuance. Following its January 2009 merger with Merrill Lynch &
Co., Inc., BAC became one of the top financial institutions in
wealth management and investment banking.

The rating actions are:

Bank of America Corporation
-- Long-term IDR affirmed at 'A', Outlook Stable;
-- Long-term senior debt affirmed at 'A';
-- Long-term subordinated debt upgraded to 'BBB+' from 'BBB',
-- Long-term market linked securities affirmed at 'A emr';
-- Short-term IDR affirmed at 'F1';
-- Short-term debt affirmed at 'F1';
-- Viability Rating upgraded to 'a-' from 'bbb+';
-- Preferred stock upgraded to 'BB' from 'BB-';
-- Support affirmed at '1';
-- Support floor affirmed at 'A'.

Bank of America N.A.
-- Long-term IDR affirmed at 'A', Outlook Stable;
-- Long-term senior debt affirmed at 'A';
-- Long-term subordinated debt upgraded to 'BBB+' from 'BBB'.
-- Short-term IDR affirmed at 'F1';
-- Short-term debt affirmed at 'F1';
-- Long-term deposits affirmed at 'A+';
-- Short-term deposits affirmed at 'F1';
-- Viability Rating upgraded to 'a-' from 'bbb+';
-- Support affirmed at '1';
-- Support floor affirmed at 'A'.

Bank of America Georgia, N.A.
Bank of America Oregon, National Association
Bank of America California, National Association

-- Long-term IDR affirmed at 'A', Outlook Stable;
-- Short-term IDR affirmed at 'F1';
-- Viability Rating upgraded to 'a-' from 'bbb+';
-- Support affirmed at '1';
-- Support floor affirmed at 'A'.

Bank of America Rhode Island, National Association
-- Long-term IDR affirmed at 'A', Outlook Stable;
-- Short-term IDR affirmed at 'F1';
-- Long-term deposits affirmed at 'A+';
-- Short-term deposits affirmed at 'F1';
-- Viability Rating upgraded to 'a-' from 'bbb+';
-- Support affirmed at '1';
-- Support floor affirmed at 'A'.

FIA Card Services N.A.
-- Long-term IDR affirmed at 'A', Outlook Stable;
-- Short-term IDR affirmed at 'F1';
-- Long-term deposits affirmed at 'A+';
-- Short-term deposits affirmed at 'F1';
-- Short-term debt affirmed at 'F1';
-- Long-term senior debt affirmed at 'A';
-- Viability Rating upgraded to 'a-' from 'bbb+';
-- Support affirmed at '1';
-- Support floor affirmed at 'A'.

LaSalle Bank Corporation
-- Long-term IDR affirmed at 'A', Outlook Stable
-- Short-term IDR affirmed at 'F1';
-- Viability Rating upgraded to 'a-' from 'bbb+';
-- Support affirmed at '1';
-- Support floor affirmed at 'A'.

Merrill Lynch & Co., Inc.
-- Long-term IDR affirmed at 'A', Outlook Stable;
-- Long-term senior debt affirmed at 'A';
-- Long-term market linked notes affirmed at 'A emr';
-- Long-term subordinated debt upgraded to 'BBB+' from 'BBB';
-- Short-term IDR affirmed at 'F1';
-- Short-term debt affirmed at 'F1';
-- Viability Rating upgraded to 'a-' from 'bbb+';
-- Support affirmed at '1';
-- Support floor affirmed at 'A'.

Merrill Lynch, Pierce, Fenner & Smith, Inc.
-- Long-term IDR affirmed at 'A', Outlook Stable;
-- Short-term IDR affirmed at 'F1'.

Banc of America Securities Limited
-- Long-term IDR affirmed at 'A', Outlook Stable;
-- Short-term IDR affirmed at 'F1'.

B of A Issuance B.V.
-- Long-term IDR affirmed at 'A', Outlook Stable;
-- Long-term senior debt affirmed at 'A';
-- Long-term subordinated debt upgraded to 'BBB+' from 'BBB';
-- Support affirmed at '1'.

Secured Asset Finance Company B.V.
-- Senior debt affirmed at 'A'.

LaSalle Bank N.A.
LaSalle Bank Midwest N.A.
-- Long-term deposits affirmed at 'A+';
-- Short-term deposits affirmed at 'F1'.

United States Trust Company N.A.
Countrywide Bank FSB
-- Long-term deposits affirmed at 'A+';
-- Short-term deposits affirmed at 'F1';

MBNA Canada Bank
-- Long-term IDR affirmed at 'A', Outlook Stable;
-- Long-term senior debt affirmed at 'A';
-- Long-term subordinated debt upgraded to 'BBB+' from 'BBB';
-- Short-term IDR affirmed at 'F1'.

MBNA Limited
-- Long-term IDR downgraded to 'A-' from 'A', Outlook Stable;
-- Long-term senior debt downgraded to 'A-' from 'A';
-- Short-term IDR affirmed at 'F1'
-- Support affirmed at '1'.

Merrill Lynch International Bank Ltd.
-- Long-term IDR affirmed at 'A', Outlook Stable;
-- Short-term IDR affirmed at 'F1';
-- Support affirmed at '1'.

Merrill Lynch B.V.
-- Long-term IDR affirmed at 'A', Outlook Stable;
-- Long-term senior debt affirmed at 'A';
-- Long-term market linked securities affirmed at 'A emr';
-- Support affirmed at '1'.

Merrill Lynch & Co., Canada Ltd.
-- Short-term IDR affirmed at 'F1';
-- Short-term debt affirmed at 'F1'.

BAC Canada Finance
-- Long-term IDR affirmed at 'A', Outlook Stable;
-- Long-term senior debt affirmed at 'A';
-- Long-term market linked securities affirmed at 'A emr';
-- Short-term IDR affirmed at 'F1';
-- Support affirmed at '1'.

Merrill Lynch Japan Finance Co., Ltd.
-- Long-term IDR affirmed at 'A', Outlook Stable;
-- Long-term senior debt affirmed at 'A';
-- Short-term IDR affirmed at 'F1';
-- Short-term debt affirmed at 'F1';
-- Support affirmed at '1'.

Merrill Lynch Japan Securities Co., Ltd.
-- Long-term IDR affirmed at 'A', Outlook Stable;
-- Short-term IDR affirmed at 'F1';
-- Support affirmed at '1'.

Merrill Lynch Finance (Australia) Pty LTD
-- Short-term IDR affirmed at 'F1';
-- Commercial paper affirmed at 'F1'.

BankAmerica Corporation
-- Long-term senior debt affirmed at 'A';
-- Long-term subordinated debt upgraded to 'BBB+' from 'BBB'.

Countrywide Financial Corp.
-- Long-term senior debt affirmed at 'A';
-- Long-term subordinated debt upgraded to 'BBB+' from 'BBB'.

Countrywide Home Loans, Inc.
-- Long-term senior debt affirmed at 'A';
-- Long-term senior shelf unsecured rating at 'A';

FleetBoston Financial Corp
-- Long-term subordinated debt upgraded to 'BBB+' from 'BBB'.

LaSalle Funding LLC
-- Long-term senior debt affirmed at 'A';

MBNA Corp.
-- Long-term senior debt affirmed at 'A';
-- Long-term subordinated debt upgraded to 'BBB+' from 'BBB';
-- Short-term debt affirmed at 'F1'.

NationsBank Corp
-- Long-term senior debt affirmed at 'A';
-- Long-term subordinated debt upgraded to 'BBB+' from 'BBB'.

NCNB, Inc.
-- Long-term subordinated debt upgraded to 'BBB+' from 'BBB'.

BAC Capital Trust VI-VIII
BAC Capital Trust XI - XV
-- Trust preferred securities upgraded to 'BB+' from 'BB'.

BAC AAH Capital Funding LLC I - VII
BAC AAH Capital Funding LLC IX - XIII
BAC LB Capital Funding Trust I - II
-- Trust preferred securities upgraded to 'BB+' from 'BB'.

BankAmerica Capital III
BankBoston Capital Trust III-IV
Barnett Capital Trust III
Countrywide Capital III, IV, V
Fleet Capital Trust V
MBNA Capital B
NB Capital Trust III
-- Trust preferred securities upgraded to 'BB+' from 'BB'.

Merrill Lynch Preferred Capital Trust III, IV, and V
Merrill Lynch Capital Trust I, II and III
-- Trust preferred securities upgraded to 'BB+' from 'BB'.


BELLISIO FOODS: Moody's Says Overhill Purchase is Credit Negative
-----------------------------------------------------------------
Moody's views Bellisio Foods, Inc.'s proposed acquisition of
Overhill Farms (Overhill - NYSE: OFI) as a credit negative but it
does not affect the company's B2 Corporate Family Rating or the B1
rating on the company's credit facility.

The credit facility is comprised of a $170 million term loan ($158
million outstanding at December 30, 2012) maturing on December 16,
2017 and a $30 million revolver maturing on December 16, 2016,
which is secured by substantially all assets of the company.

The proposed acquisition is a credit negative largely because
credit metrics will weaken as leverage increases to fund the
acquisition and Moody's believes there is potential for some
integration risk due to the relative size and geographic proximity
of Overhill. However, Moody's believes Bellisio may benefit from
the acquisition over time as a result of increased scale, improved
geographic reach within the US and an expanded brand portfolio.

Bellisio Foods, Inc. produces more than 200 frozen entrees and
snacks in the value segment under the Michelina's brand, including
Authentico, Traditional, Lean Gourmet and Zap'Ems Gourmet. In
addition, the company generates roughly 20% of its revenues from
producing co-packed and private label frozen foods. Centre
Partners Management, LLC and affiliates acquired Bellisio in
December 2011. Revenues for the twelve months ending December 30,
2012 were in excess of $350 million.


BON-TON STORES: $50MM Loan Increase No Impact on Moody's B3 CFR
---------------------------------------------------------------
Moody's Investors Service stated that The Bon-Ton Stores, Inc.
announcement that it is upsizing its offering of new senior
secured second lien notes due 2021 to $350 million from the
initial proposed amount of $300 million has no immediate impact on
the company's B3 Corporate Family Rating or its stable rating
outlook.

The company will use the incremental proceeds (net of fees) to
increase its tender offer for its 2017 senior secured second lien
notes.

Headquartered in York, Pennsylvania and Milwaukee, Wisconsin, The
Bon-Ton Stores Corporation operates 272 stores in 24 Northeastern,
Midwestern and upper Great Plains states under the Bon-Ton,
Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and
Younkers nameplates. LTM revenues are approximately $3 billion.


BROADVIEW NETWORKS: Incurs $2.4 Million Net Loss in First Quarter
-----------------------------------------------------------------
Broadview Networks Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $2.36 million on $80.80 million of
revenues for the three months ended March 31, 2013, as compared
with a net loss of $4.97 million on $88.52 million of revenues for
the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $223.26
million in total assets, $208.93 million in total liabiities and
$14.32 million in total stockholders' equity.

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

                         http://is.gd/wN5OMd

                       About Broadview Networks

Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.

Ernst & Young LLP, in New York, N.Y., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has in excess of $300 million of debt due on or before
September 2012.  "In addition, the Company has incurred net losses
and has a net stockholders' deficiency."

The Company reported a net loss of $11.9 million for 2011,
compared with a net loss of $18.8 million for 2010.

                           *     *     *

In the July 23, 2012, edition of the Troubled Company Reporter,
Moody's Investors Service downgraded Broadview Networks Holdings,
Inc. Corporate Family Rating (CFR) to Caa3 from Caa2 and the
Probability of Default Rating (PDR) to Ca from Caa3 in response to
the company's announcement that it has entered into a
restructuring support agreement with holders of roughly 70% of its
preferred stock and roughly 66-2/3% of its Senior Secured Notes.
The company is expected to file a pre-packaged Chapter 11 Plan of
Reorganization or complete an out of court exchange offer.

As reported by the TCR on July 25, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Broadview to 'D'
from 'CC'.  "This action follows the company's announced extension
on its revolving credit facility.  We expect to lower the issue-
level rating on the notes to 'D' once the company files for
bankruptcy, or if it misses the Sept. 1, 2012 maturity payment on
the notes," S&P said.


CALDERA PHARMA: Incurs $766K Net Loss in 1st Quarter
----------------------------------------------------
Caldera Pharmaceuticals, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $766,343 on $237,414 of sales for
the three months ended March 31, 2013, compared with a net loss of
$313,494 on $377,737 of sales for the same period last year.

According to the regulatory filing, the increased loss is
primarily due to the lower revenues and lower margins earned,
increased expenditure and the change in the fair value of
derivative liabilities of $(208,299).

The Company's balance sheet at March 31, 2013, showed $1.4 million
in total assets, $2.4 million in total liabilities, Series A
Convertible Redeemable Preferred Stock of $2.1 million, and a
stockholders' deficit of $3.1 million.

According to the regulatory filing, as of March 31, 2013, and
Dec. 31, 2012, the Company had an accumulated deficit of
$7.8 million and $7.0 million.  The Company had a working capital
deficiency of $1.6 million and $742,499 at March 31, 2013, and
Dec. 31, 2012, respectively.  "These operating losses and working
capital deficiency create an uncertainty about the Company's
ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/xx4Omi

Los Alamos, New Mexico-based Caldera Pharmaceuticals, Inc., is
drug discovery and pharmaceutical instrument company that is based
on proprietary x-ray fluorescence technology called XRpro(R).


CAMARILLO PLAZA: Plan Contemplates Sale of Shopping Center
----------------------------------------------------------
Camarillo Plaza, LLC's Second Amended Chapter 11 Plan provides for
the sale of the Debtor's 74,072 square foot shopping center
commonly known as Camarillo Plaza and the underlying real property
located at 1701-1877 east Daily Drive, Camarillo, California.

Under the Plan, the secured claim of TR Funding ($15,000) will be
paid in full from the proceeds of the sale of the property up to a
maximum amount of $20,000.

General Unsecured Creditors whose claim is $1,000 or less or who
elects to reduce its allowed claim to $1,000 will receive a single
payment equal to 100% of its allowed claim on, or as soon as
practicable after the Effective Date of the Plan.

General Unsecured Creditors holding undisputed and liquidated
claims will be paid 100% of their allowed claims without interest.

The Debtors intend to make payments required under the Plan from
the (i) sale of the property.

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

As reported in the Troubled Company Reporter on March 28, 2013,
the Court continued until June 13, 2013, at 10 a.m., the hearing
to consider the confirmation of Camarillo Plaza, LLC's Plan of
Liquidation.

Written ballots accepting or rejecting the Plan are due May 1.

                       About Camarillo Plaza

Shopping center operator Camarillo Plaza LLC, based in Los
Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-59637) on Dec. 5, 2011.  Judge Sheri Bluebond
was assigned to the case.  At the Debtor's behest the next day,
the case was transferred to the Northern Division (Bankr. C.D.
Calif. Case No. 11-bk-15562).  The case in the Los Angeles
Division was closed, and Judge Robin Riblet took over from Judge
Bluebond.

The Debtor scheduled assets of $21.6 million and liabilities of
$12.3 million as of the Chapter 11 filing.  Janet A. Lawson, Esq.,
in Ventura County, California, serves as the Debtor's counsel.
The petition was signed by Aaron Arnold Klein, managing partner.


CANYONS @ DEBEQUE: Further Amends Plan Disclosure
-------------------------------------------------
Canyons at Debeque Ranch, LLC, et al., last month submitted to the
U.S. Bankruptcy Court for the District of Colorado further
amendments to the disclosure statement explaining their proposed
Joint Plan of Reorganization revised.

According to the Second Amended Disclosure Statement, the Plan
provides that the Debtor will restructure their debts and
obligations and continue to operate in the ordinary course of
business, including improving and operating the ranch, attempting
to sell or refinance the Ranch, and pursuing the litigation.
Funding for the Plan will be from income derived from the Debtors'
ongoing operations and from the refinance or sale of the ranch.
Funding may also come from the net proceeds the Debtors receive
from the litigation.

A copy of the Second Amended Disclosure Statement is available for
free at:

    http://bankrupt.com/misc/CANYONS_AT_DEBEQUE_ds_2amended.pdf

                  About Canyons @ DeBeque Ranch

Canyons @ DeBeque Ranch, LLC, filed a Chapter 11 petition (Bankr.
D. Colo. Case No. 12-24993) in Denver on July 18, 2012.  Affiliate
Bluestone Ridge Ranch East, LLC, aka Bluestone Ridge Ranch PUD,
based in Butte, Montana, filed a separate Chapter 11 petition
(Bankr. D. Colo. Case No. 12-24994) on the same day.

Judge Elizabeth E. Brown oversees the case.  The Debtor is
represented by Jeffrey S. Brinen, Esq., at Kutner Miller Brinen,
P.C., serves as counsel to the Debtor.  Canyons @ DeBuque
disclosed $12,115,374 in assets and $7,182,814 in liabilities as
of the Chapter 11 filing.


CENTRAL ARIZONA BANK: Western State Bank Assumes All Deposits
-------------------------------------------------------------
Central Arizona Bank, Scottsdale, Arizona, was closed by the
Arizona Department of Financial Institutions, which appointed the
Federal Deposit Insurance Corporation 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.

The sole former branch of Central Arizona Bank will reopen as a
branch of Western State Bank during its normal business hours.
Depositors of Central Arizona Bank will automatically become
depositors of Western State Bank.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of Central
Arizona Bank should continue to use their current branch until
they receive notice from Western State Bank that systems
conversions have been completed to allow full-service banking at
all branches of Western State Bank.

This evening depositors of Central Arizona Bank can access their
money by writing checks or using ATM or debit cards.  Checks drawn
on the bank will continue to be processed. Loan customers should
continue to make their payments as usual.

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.

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.


CHEM RX: McKesson Beats Trustee's $10MM Clawback Suit
-----------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a Delaware
bankruptcy judge on Thursday tossed an adversary suit that sought
to claw back nearly $10 million from McKesson Corp., finding
nothing improper in payments made to the pharmaceutical product
wholesaler by soon-to-be bankrupt pharmacy Chem Rx Corp.

According to the report, filed by AP Services LLC, the litigation
trustee for Chem Rx, the complaint targeted 64 transfers the
pharmacy sent to McKesson in the run-up to its May 2010
bankruptcy, claiming the payments were avoidable because they had
been made to settle existing accounts.

                        About Chem RX Corp.

Long Beach, N.Y.-based Chem RX Corporation, aka Paramount
Acquisition Corp. -- http://www.chemrx.net/-- was a major
institutional pharmacy serving the New York City metropolitan
area, as well as parts of New Jersey, upstate New York,
Pennsylvania and Florida.  The Company and five affiliates sought
Chapter 11 protection (Bankr. D. Del. Case No. 10-11567) on May
11, 2010.  Dennis A. Meloro, Esq., and Scott D. Cousins, Esq., at
Greenberg Traurig, LLP, in Delaware, represented the Company in
its restructuring.  Cypress Holdings, LLC, served as the Company's
financial advisor.  RSR Consulting, LLC, provided a chief
restructuring officer.  Brunswick Group LLP served as the
Company's public relations consultant.  Grant Thornton LLP served
as the Company's independent auditor.  Lazard Middle Market LLC
acted as the Company's investment banker.  Eichen & Dimeglio PC
was the Company's tax advisor.  Kurtzman Carson Consultants was
the Company's claims and notice agent.

Attorneys at White & Case and Fox Rothschild LLP served as
co-counsel to the Official Committee of Unsecured Creditors
Chanin Capital Partners LLC served as Restructuring and Financial
Advisor for the Official Committee of Unsecured Creditors.

The Company disclosed $169,690,868 in assets and $178,281,128 in
debts as of Feb. 28, 2010.

Chem Rx changed its name to CRC Parent Corp. following the sale of
its business to PharMerica Corp. at a bankruptcy court-sanctioned
auction.  PharMerica paid $70.6 million and assumed specified
liabilities.  The deal enabled PharMerica to move into the New
York and New Jersey markets.

On April 11, 2011, the Court entered an Order confirming the
Debtors' Second Amended Joint Plan of Liquidation.


CITIGROUP INC: Fitch Affirms 'BB' Preferred Rating
--------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) for
Citigroup, Inc. (Citi) at 'A/F1' and the Viability Rating (VR) at
'a-'. The Rating Outlook is Stable. This action is in tandem with
Fitch's broad assessment of the large global banking institutions.

The rating actions on Citi have been taken in conjunction with
Fitch's Global Trading and Universal Bank (GTUB) periodic review.
Fitch's outlook for the industry is stable. Positive rating
drivers include improved liquidity, funding, capitalization and
more streamlined businesses, all partly driven by regulation.
Offsetting these positive drivers are substantial earnings
pressure, regulatory uncertainty and heightened legal and
operational risk.

KEY RATING DRIVERS - IDRs, SENIOR DEBT, SUPPORT RATING AND SUPPORT
RATING FLOOR

Citi's IDR is at its Support Rating Floor (SRF) and is therefore
based on support from the U.S. government. The affirmation of the
IDR, Support Rating and SRF reflect Fitch's unchanged view that
there is an extremely high probability that Citi would receive
support from the authorities if required because of the bank's
systemic importance domestically and internationally.

The Stable Outlook on Citi's long-term IDR reflects Fitch's view
that sovereign support for the bank will continue to be available.

RATING SENSITIVITIES - IDRs, SENIOR DEBT, SUPPORT RATING AND
SUPPORT RATING FLOOR

Citi's IDRs, Support Rating, SRF and senior debt ratings are
sensitive to a change in Fitch's assumptions about the
availability of sovereign support for the bank. There is a clear
political intention to ultimately reduce the implicit state
support for systemically important banks in Europe and the U.S.,
as demonstrated by a series of policy and regulatory initiatives
aimed at curbing systemic risk posed by the banking industry. This
might result in Fitch revising SRFs downward in the medium term,
although the timing and degree of any change would depend on
developments with respect to specific jurisdictions. In this
context, Fitch is paying close attention to ongoing policy
discussions around support and 'bail in' for U.S. and Eurozone
banks. Until now, senior creditors in major global banks have been
supported in full, but resolution legislation is developing
quickly and the implementation of creditor 'bail-in' is starting
to make it look more feasible for taxpayers and creditors to share
the burden of supporting large, complex banks.

Any downgrade of Citi's SRF would lead to a downgrade of the
bank's IDRs. In line with Fitch's criteria, the bank's Long-term
IDR is the higher of the Viability Rating (VR) and the SRF.

KEY RATING DRIVERS - VR

Citi's Viability Rating of 'a-' reflect the company's solid
capital and liquidity profiles, as well as its diverse revenue mix
and expansive international franchise. The standalone rating is
offset by weak asset quality and the drag to earnings and capital
from Citi Holdings, which manages the company's liquidating non-
core assets.

Fitch notes that Citi has made considerable progress to date with
regard to capital, liquidity, and most recently earnings. Citi's
earnings performance in 1Q13 was strong, with a very respectable
return of assets of 86bps (excluding CVA/DVA). Fitch considers
this a good improvement over the past several years, which has
included a continued litany of one-time items.

Citi's capital continues to build every quarter, and at March 31,
2013, Citi reported an estimated Tier 1 common under Basel III of
9.3%. Citi expects its Tier 1 common ratio will reach at least 10%
by year-end 2013, which appears to be a realistic forecast. Fitch
notes that Citi performed very well during the most recent
regulatory stress tests, and its capital request was considered
very modest. Further, Citi's own internal stress tests results
were also very similar to the Federal Reserve's results, which are
likely viewed favorably by the regulators. Not surprising,
projected loan losses were very high for Citi, and more than the
other U.S. GTUBs. Approximately 40% of estimated loan losses were
from Citi's very large credit card portfolio.

Overall, Citi's liquidity profile continues to remain very strong.
At March 31, 2013, Citi reported over $370 billion in cash and
unencumbered liquid securities or 19% of total assets. Citi
estimates that it is currently in compliance with an estimated
Liquidity Coverage Ratio (LCR) of 116%.

Despite the improving financial profile, asset quality remains
weak. Nonperforming assets (inclusive of accruing troubled debt
restructurings) were approximately 5.6% of loans and foreclosed
real estate at March 31, 2013. Much of the problem assets are
still housed in Citi Holdings, which continues to wind down,
albeit at a moderating pace.

Citi Holdings' total assets were $149 billion or 8% of
consolidated assets, down considerably from several years ago.
However, Citi Holdings comprises 23% of risk-weighted assets
(under Basel III), and continues to be a drag on overall
profitability. After-tax losses averaged around $1 billion a
quarter in 2012, mainly due to net credit losses, mortgage
repurchase builds, and elevated legal and related costs. The
earnings drag was less in 1Q13, at roughly $800 million, with much
of the improvement due to lower credit costs and loan loss reserve
release. Fitch expects a gradual reduction of the remaining non-
core assets managed by Citi Holdings.

RATING SENSITIVITIES - VR

Positive rating momentum for the VR to the 'a' level would likely
be predicated on a more consistent earnings profile, combined with
maintenance of the company's current capital and liquidity levels.
Fitch views Citi's overall credit profile as improving, with a
greater likelihood of upward ratings momentum than downward over
the near to intermediate term.

Similar to other GTUBs, Citi is still faced with elevated legal
costs, higher regulatory costs, and a challenging interest rate
environment. Although though not considered a likely outcome, the
VR could face downward pressure if litigation related losses or
other material charges resulted in a meaningful decline of capital
ratios. With such expansive operations around the globe, Citi is
also exposed to elevated levels of operational risk. Although not
currently assumed, Citi's VR could be adversely impacted with a
large operational loss. Fitch believes these challenges are well-
identified, and likely represent a remote risk for Citi.

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Subordinated debt and other hybrid securities issued by Citi and
its subsidiaries are all notched down from Citi's or its bank
subsidiaries' VR in accordance with Fitch's assessment of each
instrument's respective nonperformance and relative loss severity
risk profiles. Their ratings are all primarily sensitive to any
changes in the VRs of Citi or its subsidiaries.

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

The ratings of subordinated debt and other hybrid capital issued
by Citi and its subsidiaries are primarily sensitive to any
changes in the VRs of Citi or its subsidiaries.

KEY RATING DRIVERS - HOLDING COMPANY RATING DRIVERS

Citi's IDR and VR are equalized with those of its operating
companies and banks, reflecting its role as the bank holding
company, which is mandated in the U.S. to act as a source of
strength for its bank subsidiaries. Should Citi's holding company
begin to exhibit signs of weakness, demonstrate trouble accessing
the capital markets, or have inadequate cash flow coverage to meet
near-term obligations, there is the potential that Fitch could
notch the holding company IDR and VR from the ratings of the
operating companies.

RATINGS SENSITIVITIES - HOLDING COMPANY

Should Citi's holding company begin to exhibit signs of weakness,
demonstrate trouble accessing the capital markets, or have
inadequate cash flow coverage to meet near-term obligations, there
is the potential that Fitch could notch the holding company IDR
and VR from the ratings of the operating companies.

KEY RATING DRIVERS - SUBSIDIARY AND AFFILIATED COMPANY

The IDRs and VRs of Citi's bank subsidiaries benefit from the
cross-guarantee mechanism in the U.S. under FIRREA, and therefore
the IDRs and VRs of Citibank, N.A. and Citibank Banamex USA are
equalized across the group.

The IDRs and VRs of Citi's other major rated operating
subsidiaries are equalized with Citi's IDR reflecting Fitch's view
that these entities are core to Citi's business strategy and
financial profile. These entities include: Citigroup Funding Inc,
Citigroup Global Markets Holdings Inc, Citigroup Global Markets
Limited, Citigroup Derivatives Services LCC, Citibank Canada,
Citibank Japan Ltd, CitiFinancial Europe plc, and Citibank
International PLC, whose IDRs would be sensitive to the same
factors that might drive a change in Citi's IDR.

RATING SENSITIVITIES - SUBSIDIARY AND AFFILIATED COMPANY

As the IDRs of the subsidiaries are equalized with those of Citi
to reflect support from their ultimate parent, they are sensitive
to changes in Citi's IDRs.

Fitch has affirmed the following ratings:

Citigroup Inc.
-- Long-term IDR at 'A' with a Stable Outlook;
-- Senior unsecured at 'A';
-- Subordinated at 'BBB+';
-- Preferred at 'BB';
-- Short-term IDR at 'F1';
-- Support at '1';
-- Support floor at 'A';
-- Viability Rating at 'a-'.

Citibank, N.A.
-- Long-term IDR at 'A' with a Stable Outlook;
-- Long term deposits at 'A+';
-- Short-term IDR at 'F1';
-- Short-term deposits at 'F1';
-- Support at '1';
-- Support Floor at 'A';
-- Viability Rating at 'a-';
-- Long-term FDIC guaranteed debt at 'AAA'.

Citibank Banamex USA
-- Long-term IDR at 'A';
-- Subordinated at 'BBB+';
-- Long-term deposits at 'A+';
-- Short-term IDR at 'F1';
-- Short-term deposits at 'F1';
-- Viability Rating at 'a-';
-- Support at '1';
-- Support Floor at 'A'.

Citigroup Funding Inc.
-- Senior unsecured at 'A';
-- Short-term debt at 'F1';
-- Market linked securities at 'A emr';
-- Long-term FDIC guaranteed debt at 'AAA'.

Citigroup Global Markets Holdings Inc.
-- Long-term IDR at 'A';
-- Senior unsecured at 'A';
-- Short-term IDR at 'F1';
-- Short-term debt at 'F1'.

Citigroup Global Markets, Inc.
-- Senior Secured at 'A';
-- Short-term debt at 'F1'.

Citigroup Global Markets Limited
-- Long-term IDR 'A';
-- Short-term IDR 'F1';
-- Senior unsecured long-term notes 'A';
-- Short-term debt at 'F1'.

Citigroup Derivatives Services LLC.
-- Long-term IDR at 'A';
-- Short-term IDR at 'F1';
-- Support at '1'.

Citibank Canada
-- Long-term IDR at 'A';
-- Long-term deposits at 'A'.

Citibank Japan Ltd.
-- Long-term IDR at 'A';
-- Short-term IDR at 'F1';
-- Long-term IDR (local currency) at 'A';
-- Short-term IDR (local currency) at 'F1';
-- Support at '1'.

CitiFinancial Europe plc
-- Long-term IDR at 'A';
-- Senior unsecured at 'A';
-- Senior shelf at 'A';
-- Subordinated at 'BBB+'.

Citibank International PLC
-- Long-term IDR at 'A';
-- Short-term IDR at 'F1';
-- Support affirmed at '1'.

Commercial Credit Company
-- Senior unsecured at 'A'.

Associates Corporation of North America
-- Senior unsecured at 'A'.

Egg Banking plc
-- Subordinated at 'BBB+'.

Citigroup Capital III, IX, X, XIII, XVI, XVII, XVIII
-- Trust preferred at 'BB+'.

Adam Capital Trust III, Adam Statutory Trust III, IV, V
-- Trust preferred at 'BB+'.


CLINICA REAL: Has Until June 21 to Propose Plan of Reorganization
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona extended
Clinica Real, LLC, et al.'s exclusive period to propose a Chapter
11 Plan from June 21, 2013, to Nov. 1.

As reported in the Troubled Company Reporter on Jan. 18, 2013, the
Debtor related that the extension will give it approximately two
weeks to propose a plan of reorganization after the conclusion of
the state court trial prior to the expiration of the exclusivity.

According to papers filed with the Court, the primary factor
leading to the filing of the Debtor's Chapter 11 petition was a
lawsuit filed by State Farm Mutual Automobile Insurance Company
and State Farm Fire & Casualty Co. in which both the Debtor and
its principal, Keith M. Stone, were named defendants, alleging
fraudulent business practices and a pattern of racketeering
activity.  The Debtor disputes these claims.

State Farm filed a motion to dismiss or in the alternative
abstain, or relief from the automatic stay which the Bankruptcy
Court denied in part and granted in part.  According to the
Debtor, the Bankruptcy Court denied the dismissal of the case and
abstention.  The Bankruptcy Court, however, granted relief from
the automatic stay to allow the State Farm Litigation to continue
in State Court commencing on or about Sept. 4, 2013.

                        About Clinica Real

Clinica Real, LLC, dba Clinica Real Rehabilitation & Chiropractic,
filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-20451) in
Phoenix, Arizona, on Sept. 13, 2012.  Clinica Real, doing business
as Clinica Real Rehabilitation & Chiropractic, disclosed $10.5
million in assets and $29.8 million in liabilities.

The Debtor has no real property.  Its largest asset is an
unliquidated claim against State Farm Mutual Automobile Insurance
Co. and State Farm Fire & Casualty Co., which the Debtor valued at
$9.75 million.  Most of the claims against the Debtor are
unsecured.  State Farm has an unsecured claim of $29 million,
which the Debtor says is disputed.

Judge Sarah Sharer Curley presides over the case.  Mark J. Giunta,
Esq., serves as the Debtor's counsel.  The petition was signed by
Keith M. Stone, member.

The U.S. Trustee has not appointed an official committee.


COMMERCIAL MANAGEMENT: Interest Holder to Hire Special Counsel
--------------------------------------------------------------
Jeffrey J. Wirth, the sole member and equity interest holder in
Commercial Management, LLC, asked the U.S. Bankruptcy Court for
the District of Minnesota for permission to appoint a special
counsel.

According to Mr. Wirth, he has negotiated with the Chapter 11
trustee for the retention of special counsel to review and advise
on alternatives to the sale of Buena Vista -- a multi-family
housing complex, consisting of 20 apartment buildings with 422
apartment units, located in Richfield, Minnesota, named Buena
Vista Apartment Homes, located near the Minneapolis/St. Paul
Airport, Best Buy Corporate headquarters, and the Mall of America,
if any.  Notwithstanding those discussions, issues have arisen
relating to compensation and other matters with the trustee that
make it necessary to seek the Court's intercession at this time.

Mr. Wirth requests appointment of special counsel, on a limited
budget and for limited duration, and for the limited purpose of
reviewing whether the trustee has any other options available
outside of a sale motion.

                   About Commercial Management

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

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

Commercial Management filed a Chapter 11 petition (Bankr. D. Minn.
Case No. 12-42676) in its hometown in Minneapolis on May 2, 2012.

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

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

Brian F. Leonard, the Chapter 11 trustee, obtained approval from
the U.S. Bankruptcy Court to employ David A. Lutz as special
counsel.

Matthew R. Burton, Esq., at Leonard, O'Brien, Spencer Gale &
Sayre, Ltd., represents the Chapter 11 trustee.


COMMONWEALTH GROUP: PNC Bank Wants Plan Outline Adequacy Denied
---------------------------------------------------------------
PNC Bank, National Association, last month filed documents asking
the U.S. Bankruptcy Court for the Eastern District of Tennessee to
deny approval of the Disclosure Statement explaining Commonwealth
Groupmocksville Partners, LP's proposed Chapter 11 Plan.

PNC Bank, successor by merger to National City Bank, a national
banking association formerly known as National City Bank of
Kentucky Lender, submits that (1) the information contained in the
Disclosure is not adequate to meet the requirements of Section
1125 of the Bankruptcy Code; and (2) the Amended Plan is facially
unconfirmable.

The Plan proposes that the Debtor will continue its operation of
the Mocksville Town Common Shopping Center.  The Debtor's Plan
will be funded from the rent revenues and common area maintenance
(CAM) charges from the shopping center.  All allowed claims will
be paid in full, with interest, according to the Disclosure
Statement.

PNC Bank's secured claim will be reduced by a $140,000 principal
payment.  Monthly payments of $37,110 will be made beginning on
the 15th day of the first month after the Effective Date, with a
balloon payment on the 7th anniversary of the new promissory note
to be issued to PNC.

The postpetition action filed by PNC Bank in the U.S. District
Court against the guarantors (PNC Bank, National Association v.
Azur Properties Group, et al. (Case No. 3:13-cv-00098)) will be
stayed so long as the Debtor performs its obligations to PNC Bank
under the confirmed Plan.

The $1,600 priority claim of the Town of Mocksville and the
holders of Unsecured Claims less than $1,000 will be paid on the
effective Date of the Plan.

Holders of unsecured claims exceeding $1,000 and the Davie
County's secured claim will be paid in equal monthly installments,
beginning on the Effective Date of the Plan, with a final payment
of the balance owing on the 2nd anniversary of the Effective Date.

Equity holders will retain their interests.

A copy of the Amended Disclosure Statement is available at:

       http://bankrupt.com/misc/commonwealthgroup.doc63.pdf

                     About Commonwealth Group

Commonwealth Group-Mocksville Partners, LP, filed a Chapter 11
petition (Bankr. E.D. Tenn. Case No. 12-34319) on Oct. 25, 2012,
in Knoxville, Tennessee.  The Debtor disclosed $11,391,578 in
assets and $22,668,998 in liabilities in its amended schedules.
The Debtor owns 30 acres of commercial property in Mocksville,
Davie County, North Carolina.  The Debtor constructed a 48,179
square foot retail shopping center on 5.58 acres of the property,
which is currently 95% leased to various retail tenants.

Judge Richard Stair Jr. presides over the case.  Maurice K. Guinn,
Esq., at Gentry, Tipton & McLemore P.C., in Knoxville, Tenn.,
represents the Debtor as counsel.  The petition was signed by
Milton A. Turner, chief manager and general partner.


DAQO NEW: Incurs $115.6-Mil. Net Loss in 2012
---------------------------------------------
Daqo New Energy Corp. filed on April 23, 2013, its annual report
on Form 20-F, reporting a net loss of $115.6 million on
$86.9 million of revenues for the year ended Dec. 31, 2012,
compared with net income of $34.9 million on $232.2 million of
revenues for the year ended Dec. 31, 2011.

According to the regulatory filing, the decrease in total revenues
was primarily attributable to the precipitous fall of the sales
price of the Company's polysilicon throughout 2012.

The Company's balance sheet at Dec. 31, 2012, showed
$816.3 million in total assets, $475.4 million in total
liabilities, and stockholders' equity of $340.9 million.

According to the regulatory filing, the following factors raise
substantial doubt about the Company's ability to continue as a
going concern for the foreseeable future.

  * The solar industry is being negatively impacted by a number of
factors including excess capacity, reduction of government
incentives in key solar markets, higher import tariffs and the
European debt crisis.  These factors have contributed to declining
average selling prices for the Company's products.  The average
selling price of polysilicon has fallen from nearly $60 per
kilogram in 2010 to almost $23 per kilogram in 2012.

  * For the year ended Dec. 31, 2012, the Company incurred an
operating loss of $88,517,894.

  * During the year Dec. 31, 2012, the Company experienced
negative cash flow from operations of $10,307,234, primarily as a
result of the net loss incurred by the Company.

  * As of Dec. 31, 2012, the Company's current liabilities exceed
its current assets by $163,799,978.  While the Company had cash
and cash equivalents of $6,679,024, it had short-term bank
borrowings of $51,273,360 all due within one year and the current
portion of long-term debt amounting of $69,006,400, which is
restricted to purchase fixed assets and not expected to be
renewed.

A copy of the Form 20-F is available at http://is.gd/0sgUc4

Daqo New Energy Corp. (NYSE: DQ) is a polysilicon manufacturer
based in China.  Daqo New Energy primarily manufactures and sells
high-quality polysilicon to photovoltaic product manufacturers.
It also manufactures and sells photovoltaic wafers.


DETROIT, MI: Plan May Endanger Bondholders, Moody's Says
--------------------------------------------------------
Kathryn Brenzel of BankruptcyLaw360 reported that plans to remedy
Detroit's dire financial condition, which includes $15 billion in
obligations and a deficit that exceeds $326 million, may portend
default or bankruptcy for city bondholders, Moody's Investor
Service said.

Moody's assessment reacts to a report by the city's emergency
manager Kevyn Orr that detailed Detroit's prolonged crumbling
finances, the report said.  The credit rating provider warned
Thursday that the city's recovery plan relies on hefty debt relief
to "shore up its finances," a possible prelude to default or
bankruptcy, according to Moody.


DEWEY & LEBOEUF: Ch. 11 Was Like Hitchcock's 'The Birds'
--------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that when Dewey &
LeBoeuf LLP went down in flames less than a year ago, a consensual
Chapter 11 plan seemed unthinkable ? but some "brutal" work toward
pacifying livid partners resulted in the relatively quick
conclusion of the most infamous law firm bankruptcy in history,
attorneys said.

According to the report, Al Togut of Togut Segal & Segal LLP, who
represented Dewey in New York bankruptcy court, gave attorneys
some insight to the Dewey Chapter 11 process during a panel
discussion on law firm bankruptcies.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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

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


DIMMITT CORN: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------
Dimmitt Corn Mill, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Texas a list of its 20 largest unsecured
creditors, disclosing:

  Name of Creditor            Nature of Claim     Amount of Claim
  ----------------            ---------------     ---------------
A R Insulation Inc.           Pipe Insulation and        $317,764
1209 W. 19th Street           Installation
Odessa, TX 79763

Expelled Grain Nebraska       Belt Express                $225,000

Arthur J. Gallagher Risk      Insurance                   $193,539

TSNT Enterprises              Lease Payment on Boilers    $132,651

Top of Texas                  Fabrication                  $68,586

Internal Revenue Service      941 Taxes                    $68,567

Casa Welding                  Welding                      $46,210

Dedert                        Peeler Centrifuge            $42,300

Shiv Investments              Expenses paid for            $35,439
                              the Debtor (fuel, parts, etc.)

Atmos Energy                  Natural Gas                  $24,468

M. Hastey Construction        Demolition Work              $19,526

Premier Neumatics             Fluidizer                    $18,871

Miura Boilers                 Chemical for Boiler          $18,183

Rabern Rentals                Equipment Rental              $8,339

City of Dimmitt               Water Utilities               $8,277

Salina Vortex                 Fluidizer                     $7,364

Silver Star Supply Company    Parts                         $7,034

Brandon & Clark, Inc.         Electrical Work               $6,934

Regency Magazine              Nozles for Centrifuges        $6,500

Kemp Supply Co., Inc.         Electrical Parts              $6,094

                     About Dimmittee Corn Mill

Dimmit, Texas-based Dimmitt Corn Mill, LLC, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 13-20055) in Amarillo, Texas,
on Feb. 15, 2013.  The Debtor disclosed $50,619,013 in assets and
$16,521,464 in liabilities as of the Chapter 11 filing.  David R.
Langston, Esq., at Mullin, Hoard & Brown, in Lubbock, Texas,
serves as counsel.  The petition was signed by Richard Bell as
president.  Judge Robert L. Jones presides over the case.


DIMMITT CORN: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Dimmitt Corn Mill, LLC filed with the U.S. Bankruptcy Court for
the Northern District of Texas schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $30,280,000
  B. Personal Property           $20,339,013
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $15,219,317
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $68,567
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,233,580
                                 -----------      -----------
        TOTAL                    $50,619,013      $16,521,464

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

                     About Dimmittee Corn Mill

Dimmit, Texas-based Dimmitt Corn Mill, LLC, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 13-20055) in Amarillo, Texas,
on Feb. 15, 2013.  The Debtor disclosed $50,619,013 in assets and
$16,521,464 in liabilities as of the Chapter 11 filing.  David R.
Langston, Esq., at Mullin, Hoard & Brown, in Lubbock, Texas,
serves as counsel.  The petition was signed by Richard Bell as
president.  Judge Robert L. Jones presides over the case.


DIMMITT CORN: Party-in-Interest Corn Mill Wants Case Dismissal
--------------------------------------------------------------
Dimmitt Corn Mill, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Texas to deny secured creditor Corn Mill
Enterprises, LLC's motion to dismiss due to lack of cause for the
dismissal.

CME, an equity interest owner, and party-in-interest, moved to
dismiss the Chapter 11 proceeding, which was initiated by a
voluntary petition purportedly filed by Dimmitt Corn Mill, LLC,
because the filing was made without the requisite corporate
authority, and no reasonable likelihood of rehabilitation under
present management.

CME holds a claim in the approximate amount of $8 million, and it
also is a member (owner) of the Debtor.

In a separate motion, CME sought for the appointment of an
examiner.  The examiner would conduct an investigation into and
report upon all transactions by and between the Debtor and the
various Bell / Shukla entities; Grain Products, LLC, Shiv
Investments (Shiv Real Estate Investments, LLC), Expelled Grain
Nebraska, and any other entities owned or controlled by Bell or
Shukla.

The examiner would also investigate all transactions involving the
purchase, sale, or delivery of soybeans or other commodities by or
involving the Debtor, prepetition.

                     About Dimmittee Corn Mill

Dimmit, Texas-based Dimmitt Corn Mill, LLC, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 13-20055) in Amarillo, Texas,
on Feb. 15, 2013.  The Debtor disclosed $50,619,013 in assets and
$16,521,464 in liabilities as of the Chapter 11 filing.  David R.
Langston, Esq., at Mullin, Hoard & Brown, in Lubbock, Texas,
serves as counsel.  The petition was signed by Richard Bell as
president.  Judge Robert L. Jones presides over the case.


DIMMITT CORN: Wants to Hire Mullin Hoard as Bankruptcy Counsel
--------------------------------------------------------------
Dimmitt Corn Mill, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Texas for permission to employ Mullin Hoard &
Brown, L.L.P., as counsel.

Mullin Hoard will seek reimbursement of fees and expenses as is
just and authorized by the Court.  Mullin Hoard has informed the
Debtor that it charges $150 to $350 per hour for partners' and
associates' time, and $80 to $100 per hour for paralegals' and law
clerks' time. The Debtor agreed that an initial retainer of
$250,000 will be paid to the firm.  The agreement between the
Debtor and Mullin Hoard required that a payment of $50,000 was due
upon signing of the letter of engagement with Mullin Hoard &
Brown, L.L.P., and prior to the commencement of their
representation of the Debtor or the filing of the bankruptcy
petition, and the balance of $200,000 is to be paid by the Debtor
or the Guarantors within 30 days of filing the petition.

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

                     About Dimmittee Corn Mill

Dimmit, Texas-based Dimmitt Corn Mill, LLC, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 13-20055) in Amarillo, Texas,
on Feb. 15, 2013.  The Debtor disclosed $50,619,013 in assets and
$16,521,464 in liabilities as of the Chapter 11 filing.  David R.
Langston, Esq., at Mullin, Hoard & Brown, in Lubbock, Texas,
serves as counsel.  The petition was signed by Richard Bell as
president.  Judge Robert L. Jones presides over the case.


EASTMAN KODAK: Seeks Green Light on $650MM Imaging Biz Spinoff
--------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that Eastman Kodak Co.
asked a New York bankruptcy court Wednesday to approve a $650
million spinoff of its document imaging business to its largest
creditor U.K. Kodak Pension Plan, a key settlement resolving $2.8
billion in claims and pushing the company a step closer to a
Chapter 11 exit.

According to the report, the proposed deal, which was first
announced last month, is for a higher sum than the $210 million
stalking horse bid offered by Brother Industries Ltd.

                       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.


EASTMAN KODAK: PwC to Review Differences in US-Japan Accounting
---------------------------------------------------------------
Judge Allan Gropper authorized PricewaterhouseCoopers Aarata to
provide additional accounting services to Eastman Kodak Co., which
include a review of the differences in accounting principles and
practices between U.S. and Japan.

                       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.


ECOLOGY COATINGS: Chapter 7 Petition Filed
------------------------------------------
BankruptcyData reported that on May 15, 2013, Ecology Coatings
filed for Chapter 7 protection with the U.S. Bankruptcy Court in
the Eastern District of Michigan (Detroit), case number 13-49950.

The Company, which develops "clean" technology-enabled ultra-
violet curable coatings designed to drive efficiencies, reduce
energy consumption, create new performance characteristics and
virtually eliminate pollutants in the manufacturing sector, is
represented by Patrick N. Butler of Redman Law Firm, the BData
report said, citing court documents.

The Company's board voted unanimously to approve the Chapter 7
bankruptcy filing on April 3, 2013.

The U.S. Trustee assigned to the case scheduled a June 20, 2013
341-Meeting of Creditors.


ELBIT IMAGING: Incurs NIS455.5 Million Net Loss in 2012
-------------------------------------------------------
Elbit Imaging Ltd. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing a loss of
NIS455.50 million on NIS671.08 million of total revenues for the
year ended Dec. 31, 2012, as compared with a loss of NIS247.02
million on NIS586.90 million of total revenues for the year ended
Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed NIS7.09
billion in total assets, NIS5.67 billion in total liabilities,
NIS309.60 million in equity to holders of the Company and NIS1.11
billion in noncontrolling interest.

"If the proposed arrangement of our current debt does not come
into effect, our failure to meet certain payment obligations and
comply with certain financial covenants relating to certain of our
bank loans, our recent ceasing to make payments of principal and
interest outstanding under our Notes, our entering into the Letter
of Undertakings, the resulting cross-defaults under our
subsidiaries' loan agreements (for which we serve as guarantor)
and the lawsuits that have recently been filed against us and
additional creditor lawsuits that will be filed against us may
materially harm our operations and financial results and may
result in our liquidation.  Accordingly, there is substantial
doubt about our ability to continue as a going concern."

A copy of the Form 20-F is available for free at:

                      http://is.gd/dmRanN

Elbit Imaging's Form 20-F for the year ended Dec. 31, 2012, is
also available through its Web site at: www.elbitimaging.com
under: "Investor Relations - Financial Reports - 2013 - 20F/Form
2012".  Shareholders may receive a hard copy of the annual report
free of charge upon request.

                        About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed
substantial doubt about Elbit Imaging's ability to continue as a
going concern following the financial results for the year ended
Dec. 31, 2012.

The Certified Public Accountants noted that in the period
commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to
repay its debenture holders NIS 599 million (principal and
interest).  "Said amount includes NIS 82 million originally
payable on Feb. 21, 2013, that its repayment was suspended
following a resolution of the Company's Board of Directors.  The
Company's Board also resolved to suspend any interest payments
relating to all the Company's debentures.  In addition, as of
Dec. 31, 2012, the Company failed to comply with certain financial
covenants relating to bank loans in the total amount as of such
date of NIS 290 million.

"These matters raise substantial doubt about the Company's ability
to continue as a going concern."


ELPIDA MEMORY: Tokyo Court Nixes Appeal of $2B Micron Deal
----------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that Micron Technology
Inc. nudged closer to completing its $2 billion acquisition of
bankrupt rival Elpida Memory Inc. after a Japanese court rejected
an appeal from bondholders challenging Elpida's reorganization
plan and the underlying merger between the chipmakers.

According to the report, the Tokyo High Court dismissed the appeal
of a lower court's February order approving the plan, of which
creditors on the whole voted "overwhelmingly" in favor, according
to a statement from Idaho-based Micron.

"We applaud the Tokyo High Court's ruling," Micron CEO Mark Durcan
said, the report related.

                     About Elpida Memory Inc.

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.

After semiconductor prices plunged, Japan's largest maker of DRAM
chips filed for bankruptcy in February with liabilities of 448
billion yen ($5.6 billion) after losing money for five quarters.
Elpida Memory and its subsidiary, Akita Elpida Memory, Inc.,
filed for corporate reorganization proceedings in Tokyo District
Court on Feb. 27, 2012.  The Tokyo District Court immediately
rendered a temporary restraining order to restrain creditors from
demanding repayment of debt or exercising their rights with
respect to the company's assets absent prior court order.
Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.

Elpida Memory Inc. sought the U.S. bankruptcy court's recognition
of its reorganization proceedings currently pending in Tokyo
District Court, Eight Civil Division.  Yuko Sakamoto, as foreign
representative, filed a Chapter 15 petition (Bankr. D. Del. Case
No. 12-10947) for Elpida on March 19, 2012.

Micron Technology, Inc. on Feb. 28 announced the Tokyo District
Court's issuance of an order approving Elpida Memory Inc.'s plan
of reorganization.  Elpida's plan of reorganization calls for
Micron to sponsor Elpida's reorganization under which Elpida will
become a wholly owned subsidiary of Micron.  The Tokyo District
Court's approval follows an Elpida creditor vote, concluded on
Feb. 26, in which the creditors voted to approve the
reorganization plan.


ELPIDA MEMORY: Creditor Appeals on Reorganization Plan Tossed
-------------------------------------------------------------
Micron Technology, Inc. on May 15 disclosed that the Tokyo High
Court's issuance of an order dismissing creditor appeals of the
Tokyo District Court's approval of Elpida Memory, Inc.'s
reorganization plan.  Elpida's reorganization plan calls for
Micron to sponsor the reorganization under which Elpida will join
the Micron group of companies.

On February 28, the Tokyo District Court approved the
reorganization plan following an Elpida creditor vote in which the
creditors voted overwhelmingly to approve the plan.

On March 29, certain unsecured creditors of Elpida filed appeals
of the District Court's approval order with the Tokyo High Court.

"We applaud the Tokyo High Court's ruling," said Micron CEO
Mark Durcan.  "This is an important milestone on the way to Micron
and Elpida joining to become the world's second largest memory
provider with the strongest product portfolio in the industry."

The closing of the transaction remains subject to the satisfaction
or waiver of certain conditions -- including recognition of
Elpida's reorganization plan by the United States Bankruptcy Court
for the District of Delaware.

                     About Elpida Memory Inc.

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.

After semiconductor prices plunged, Japan's largest maker of DRAM
chips filed for bankruptcy in February with liabilities of 448
billion yen ($5.6 billion) after losing money for five quarters.
Elpida Memory and its subsidiary, Akita Elpida Memory, Inc.,
filed for corporate reorganization proceedings in Tokyo District
Court on Feb. 27, 2012.  The Tokyo District Court immediately
rendered a temporary restraining order to restrain creditors from
demanding repayment of debt or exercising their rights with
respect to the company's assets absent prior court order.
Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.

Elpida Memory Inc. sought the U.S. bankruptcy court's recognition
of its reorganization proceedings currently pending in Tokyo
District Court, Eight Civil Division.  Yuko Sakamoto, as foreign
representative, filed a Chapter 15 petition (Bankr. D. Del. Case
No. 12-10947) for Elpida on March 19, 2012.

Micron Technology, Inc. on Feb. 28 announced the Tokyo District
Court's issuance of an order approving Elpida Memory Inc.'s plan
of reorganization.  Elpida's plan of reorganization calls for
Micron to sponsor Elpida's reorganization under which Elpida will
become a wholly owned subsidiary of Micron.  The Tokyo District
Court's approval follows an Elpida creditor vote, concluded on
Feb. 26, in which the creditors voted to approve the
reorganization plan.


EMMONS-SHEEPSHEAD: Lender to Fund Payments to Unsecured Claims
--------------------------------------------------------------
Debtor Emmons-Sheepshead Bay Development LLC has a Chapter 11 plan
that provides for the reorganization of the Debtor.

Payments to holders of administrative claims, subject to offset,
will be made by the lender on the Effective Date.  The lender has
also agreed to establish on the Effective Date an unsecured
creditors fund in the amount of $100,000 for pro rata distribution
to holders of allowed general unsecured claims.  All of other plan
payments, including payments to the lender, will be funded through
the sale proceeds of the Debtor's 49 currently unsold condominium
units, parking spaces and marina unit.

TD Bank, N.A was the Debtor's secured lender as of the Petition
Date, TD sold and assigned its various mortgages and related loan
documents to SDF 17 Emmons LLC.

The Second Amended Disclosure Statement, which explains the terms
of the Plan, has been approved by the Court for use in connection
with the solicitation of acceptances of the Plan from holders of
claims against the Debtor pursuant to Section 1125 of the
Bankruptcy Code.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/EMMONS-SHEEPSHEAD_BAY_ds_2amended.pdf

                         About the Debtor

Emmons-Sheepshead Bay Development LLC, the owner of 49 unsold
condominium units on Emmons Avenue in Brooklyn, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 12-46321) on Aug. 30, 2012, in
Brooklyn.  The Debtor said the property is worth $14 million.  It
has $32.6 million in total liabilities, including $31 million owed
to TD Bank N.A., which is secured by first, second and third
priority liens on the property.

Judge Elizabeth S. Stong presides over the case.  Arnold Mitchell
Greene, Esq., at Robinson Brog Leinwand Greene et al., serves as
the Debtor's counsel.  The petition was signed by Jacob Pinson,
managing member, Yachad Enterprises, LLC.


ENGLOBAL CORP: Reports $1.9 Million Net Income in First Quarter
---------------------------------------------------------------
ENGlobal Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $1.93 million on $49.76 million of operating revenues for the
three months ended March 30, 2013, as compared with a net loss of
$140,000 on $59.17 million of operating revenues for the three
months ended March 31, 2012.

The Company's balance sheet at March 30, 2013, showed $70.79
million in total assets, $43.51 million in total liabilties, all
current, and $27.28 million in total stockholders' equity.

"We are pleased to see the anticipated financial impact of the
strategic divesture of the land and inspection divisions in late
2012," said William A. Coskey, P.E., ENGlobal's chairman and chief
executive officer.  "We continue to evaluate alternatives for
improving our financial condition and further paying down debt.
Operationally, we are making good progress on increasing profit
margins under both new and existing master service agreements.  It
is important to note that we have been successful in landing
several significant contracts from new clients in various
geographical regions as well negotiating contract extensions from
a number of long-term clients, which indicates the viability of
our business development efforts."

                           Going Concern

"The Company has been operating under difficult circumstances
since the beginning of 2012.  For the year ended December 29,
2012, the Company reported a net loss of approximately $33.6
million that included a non-cash charge of approximately $16.9
million relating to a goodwill impairment and a non-cash charge of
approximately $6.8 million relating to a valuation allowance
established in connection with the Company's deferred tax assets.
During 2012, our net borrowings under our revolving credit
facilities increased approximately $10.5 million to fund our
operations.  Due to challenging market conditions, our revenues
and profitability declined during 2012 and continued to weaken
through the first quarter of 2013.  As a result, we have failed to
comply with several financial covenants under our credit
facilities resulting in defaults.  Although we have sold assets,
reduced debt and decreased personnel in an attempt to improve our
liquidity position, we cannot assure you that we will be
successful in obtaining the cure or waiver of the defaults under
our credit facilities.  If we fail to obtain the cure or waiver of
the defaults under the facilities, the lenders may exercise any
and all rights and remedies available to them under their
respective agreements, including demanding immediate repayment of
all amounts then outstanding or initiating foreclosure or
insolvency proceedings.  In such event and if we are unable to
obtain alternative financing, our business will be materially and
adversely affected, and we may be forced to sharply curtail or
cease our operations.  As a part of our efforts to improve our
cash flow and restore our financial relationship with our lenders
under the PNC Credit Facility, we engaged an investment banking
firm to pursue strategic alternatives on behalf of the Company and
a consulting firm to assist the Company with cost cutting efforts.

These circumstances raise substantial doubt about 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/jg44fr

                          About ENGlobal

Headquartered in Houston, Texas, ENGlobal --
http://www.ENGlobal.com-- is a provider of engineering and
related project services principally to the energy sector
throughout the United States and internationally.  ENGlobal
operates through two business segments: Automation and Engineering
& Construction.  ENGlobal's Automation segment provides services
related to the design, fabrication and implementation of process
distributed control and analyzer systems, advanced automation, and
related information technology.  The Engineering & Construction
segment provides consulting services relating to the development,
management and execution of projects requiring professional
engineering as well as inspection, construction management,
mechanical integrity, field support, quality assurance and plant
asset management.  ENGlobal currently has approximately 1,400
employees in 11 offices and 9 cities.


ENVISION SOLAR: Incurs $1-Mil. Net Loss in 1st Quarter
------------------------------------------------------
Envision Solar International, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $1.0 million on $155,528 of
revenues for the three months ended March 31, 2013, compared with
a net loss of $983,959 on $308,715 of revenues for the same period
last year.

The Company's balance sheet at March 31, 2013, showed $2.0 million
in total assets, $3.3 million in total current liabilities, and a
stockholders' deficit of $1.3 million.

"As reflected in the accompanying unaudited condensed consolidated
financial statements for the three months ended March 31, 2013,
the Company had net losses of $1,045,767.  Additionally, at
March 31, 2013, the Company had a working capital deficit of
$1,367,306, an accumulated deficit of $25,867,955 and a
stockholders' deficit of $1,275,074.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.

"The Company's auditors [Salberg & Company P.A., in Boca Raton,
Florida] have included a "Going Concern Qualification" in their
report for the year ended Dec. 31, 2012.  In addition, the Company
has limited working capital.  The foregoing raises substantial
doubt about the Company's ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/KF2J92

Envision Solar International, Inc., is a developer of solar
products and proprietary technology solutions.  The Company
focuses on creating high quality products which transform both
surface and top deck parking lots of commercial, institutional,
governmental and other customers into shaded renewable generation
plants.


EQUIPMENT EQUITY: Court Rules on Equitable Subordination Lawsuit
----------------------------------------------------------------
On December 1, 2009, six creditors -- Michael N. Palm, Shannon
Palm, Kristen Palm, Harold Gernsbacher, Jr., Robert Zintgraff, and
Zintgraff Investments, Ltd. -- filed an involuntary chapter 7
bankruptcy petition (Bankr. N.D. Tex. Case No. 09-38306) against
Equipment Equity Holdings, Inc., formerly named Strategic
Equipment and Supply Corporation.  The Debtor was engaged in the
marketing, distribution and installation of commercial food
service equipment and supplies.

After initial opposition, the Debtor consented to an Order for
Relief on May 25, 2010.  As of the Petition Date, the Debtor was
no longer an operating company, as it had sold substantially all
of its assets more than four years earlier.  Thus, on the
commencement of the bankruptcy case, the Debtor held, as its only
remaining assets:

     (a) approximately $3.6 million in cash;

     (b) certain alleged potential causes of action for
         fraudulent transfers and alleged breaches of fiduciary
         duty; and

     (c) a small minority equity interest in the Debtor's
         successor-in-interest, also known as Strategic Equipment
         and Supply Corporation ("New SESC").

New SESC is an operating restaurant and supply company, based in
Dallas, and is majority owned by an affiliate of Brazos Private
Equity Partners.

A group of creditors launched an adversary proceeding on June 10,
2011, against another group over a dispute in the priority of
payment.  The two groups are (a) the individual holders of certain
"Seller Notes"; and (b) the individual holders of certain "New
Notes".

The Plaintiffs are: Harold Gernsbacher, Andrew Scruggs, James
Scruggs, Lee Scruggs, William Scruggs, Robert Zintgraff, David
Campbell, Reed Jackson, Cynthia Jackson, Lynda Campbell, Jeff
Grandy, Jeffrey Vreeland, Walter Eskuri, Roger Vang, Reuben Palm,
James Palm, Richard Palm, Mark Palm, Thomas Palm, Susan Palm,
Maureen Palm, Pamela Palm, Kristen Palm, Gene Lee, Stephen Howze,
and Stephen Reynolds, along with two additional individuals,
Michael and Shannon Palm, who are proceeding pro se (when referred
to individually, the "Pro Se Palms").

The Defendants are: Glencoe Growth Closely-Held Business Fund,
L.P., Stockwell Fund, L.P., Massachusetts Mutual Life Insurance
Company, MassMutual High Yield Partners II, LLC, Glencoe Capital
Partners II, L.P., the Estate of Thomas M. Garvin, Glencoe Capital
Partners II, Thomas L. Bindley Revocable Trust, Kevin Bruce, Ed
Poore, and Bill Aisenberg.

The Plaintiffs are the former owners of seven regional restaurant
equipment and supply companies who sold their companies to SESC in
2000.

In 1999, several of the Plaintiffs entered into discussions with
Chicago-based private equity firm Glencoe Capital LLC, pursuant to
which the Plaintiffs contemplated selling their companies as a
group and wanted to seek potential acquirers.  In connection with
this effort, certain of the Plaintiffs retained William Spalding,
of the law firm of King & Spalding, as counsel, and Amy Forrestal,
an investment banker, who at that time was employed with Bank of
America.

The P/E firm's Glencoe Capital Partners II, LP, was part of a
group of investors consisting of itself, Ron Bane, Thomas Garvin,
Glencoe Closely-Held Business Fund, L.P, the State of Michigan, as
custodian for three Michigan public employee retirements funds,
Massachusetts Mutual Life Insurance Company, MassMutual High Yield
Partners II, LLC, and MassMutual Corporate Investors.

After a series of meetings in 1999, the Plaintiffs and Glencoe
Capital mutually decided to pursue a roll-up transaction. SESC was
incorporated to act as the vehicle to acquire the various regional
companies that would participate in the roll-up transaction.

The "Seller Notes" are those certain 9% Junior Subordinated
Promissory Notes, issued by SESC. SESC issued Seller Notes in the
aggregate principal amounts of $8,213,999.99 on or about January
14, 2000, then another $1,957,018.84 on or about September 12,
2000, and then another $5,111,816.73 on or about March 14, 2002,
for a total of $15,282,825.70. The total outstanding balance of
the Seller Notes as of May 25, 2010 (the date of the Order for
Relief) was $28,097,714.31. The Plaintiffs collectively hold 100%
of the Seller Notes.

The "New Notes" are those certain 15% Junior Subordinated
Promissory Notes issued by SESC on or about March 8, 2002, in the
aggregate principal amount of $6 million.  The total outstanding
balance of the New Notes as of May 25, 2010 (the date of the Order
for Relief) was $31,759,850.84. The Defendants collectively hold
100% of the New Notes.  Six of the Plaintiffs that are Seller Note
holders -- i.e., Harold Gernsbacher, Jr., Robert N. Zintgraff,
David Campbell, Reed Jackson, Andrew Scruggs and Walter Eskuri --
also hold New Notes representing 7.35% of the outstanding balance
of the New Notes.  The individuals are named as nominal Defendants
in their capacities as holders of both types of notes at issue in
the Adversary Proceeding.  However, these individuals have already
agreed to the relief sought by the Plaintiffs in the Adversary
Proceeding and are not adverse to the Plaintiffs. In other words,
regardless of the outcome of the Adversary Proceeding, the
individuals request that their New Notes be afforded the same
treatment as the Defendants' New Notes.  For the avoidance of
doubt, the Defendants who are not also Plaintiffs hold 92.65% of
the outstanding balance of the New Notes.

With regard to this dispute over priority of payment, the holders
of the Seller Notes have asserted three specific causes of action
against the holders of the New Notes:

     -- the holders of the Seller Notes have sought to
        recharacterize the New Notes as equity pursuant to the
        Fifth Circuit's holding in Grossman v. Lothian Oil, Inc.
        (In the Matter of Lothian Oil, Inc.), 650 F.3d 539 (5th
        Cir. 2011);

     -- the holders of the Seller Notes contend that the New
        Notes should be subordinated to the Seller Notes pursuant
        to sections 510(b) and (c) of the Bankruptcy Code.

     -- the holders of the Seller Notes have requested a
        declaration that the underlying documentation evidencing
        the New Notes, which effectively subordinated the Seller
        Notes to the New Notes, is unenforceable against the
        holders of the Seller Notes.

In an April 12 Amended Memorandum Opinion available at
http://is.gd/d62Ftwfrom Leagle.com, Bankruptcy Judge Stacey G.C.
Jernigan ruled that the New Notes are properly characterized as
debt and, thus, should not be "recharacterized" (under case law
such as Lothian Oil) and are not subject to subordination under
either section 510(b) or (c) of the Bankruptcy Code.  Judge
Jernigan also ruled that certain of the Plaintiffs are entitled to
pari passu treatment with the New Notes, due to the fact that
certain of these Plaintiffs did not execute an acceptable form of
written consent to effectuate the subordination of the Seller
Notes to New Notes.  However, to the extent a Plaintiff gave
adequate consent to the subordination of the Seller Notes to the
New Notes and signed documentation evidencing his consent -- in
this case, through the execution of the Amended and Restated
Securities Purchase Agreement -- the court believes that that
Plaintiff consented to the subordination of its Seller Notes to
the New Notes and, thus, his/her Seller Notes will be treated as
such.


FIRST DATA: Proposed $500MM Notes Offer Gets Moody's Caa2 Rating
----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to First Data
Corporation's proposed $500 million senior subordinated notes due
2021. All other ratings, including the B3 corporate family rating
and the stable outlook remain unchanged. The proceeds will be used
to repay a portion of its outstanding 11.25% senior unsecured
notes due 2016.

Ratings Rationale:

The B3 CFR and stable outlook reflect Moody's expectations that
First Data will generate low to mid-single digit percentage
revenue and EBITDA growth over the next year, as the economy grows
slowly and the shift to electronic payments continues globally.
Leverage will likely remain very high (e.g., debt to EBITDA of
about 9 times), but Moody's expects this metric to improve
modestly over time as profits expand.

The principal methodology used in this rating was Global Business
& Consumer Service Industry 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.


FLUX POWER: Completes Commercial Implementation of New Battery
--------------------------------------------------------------
Flux Power Holdings, Inc., announced two successful
implementations of its recently introduced LiFTTM Pack solutions
in commercial pilot programs.  Flux Power specifically engineered
the LiFT Pack 250Ahe-24V* for Class III lift trucks, known as
"walkies" and is earning high praise for the duration of its
charge and the elimination of maintenance in two separate beverage
distribution applications.

Toyotalift, Inc., the top source for forklifts, aerial lifts,
cranes and utility vehicle sales and rentals in Arizona and
Southern California, selected two of its high volume customers to
test Flux Power's battery pack: Crescent Crown Distributing, one
of the top ten largest beer distributors in the country and Kalil
Bottling Company, one of the largest distributors of soft drinks,
teas and waters throughout Arizona, parts of New Mexico, the
Durango area of Colorado and the El Paso area of Texas.  The packs
were installed in a Toyota electric pallet-jack or walkie, which
is typically used for moving pallets either in a distribution
center, or on and off of delivery trucks.  In both of these
implementations, Flux Power's LiFT Pack 250Ahe-24V demonstrated
its ability to outperform and outlast premium lead-acid batteries.
Customers also praised the battery pack for its ability to
significantly reduce the time and space required for maintenance,
as well as the lighter weight of the equipment resulting in
improved mobility.

In the first implementation, the LiFT Pack 250Ahe-24V was used by
Crescent Crown Distributing in delivery trucks.  The pallet jack
equipment was used to load and unload large quantities of beer on
and off refrigerated trucks into customer's warehouses and stores.
The equipment operator noted that during his eight hour shift,
pallets weighing more than 2,000 pounds were lifted and moved.
After a complete overnight charge, Flux's LiFT Pack 250Ahe-24V
battery pack contained over 85 percent of the original charge at
the end of the shift.  Because of the efficiency of the pack,
fewer charge cycles are required during the week thereby extending
the life of the pack.

In the second implementation, the LiFT Pack 250Ahe-24V was used by
Kalil Bottling Company to continuously move product in their
warehouse and distribution center.  Kalil's business model
requires heavy, continuous use of the walkie with infrequent and
short windows for charging.  The LiFT Pack 250AHe-24V delivered
enough power to easily complete both shifts using partial capacity
of the battery, allowing for the ability to fully recharge in the
window provided before the next shift began.

"We selected Crescent Crown and Kalil Bottling for the initial
pilots because they are both high capacity users of pallet jacks
and are constantly charging, maintaining and replacing batteries.
Currently, these customers have a significant number of walkies in
their fleet and there is a need to maintain them daily, which
reduces efficiency and adds cost.  Identifying an alternate
solution is a tremendous break though in our industry," said
Stephen Hansen, President of Toyotalift, Inc.  "These customers
were impressed by Flux Power's LiFT Pack 250Ahe-24V ability to
last significantly longer than a typical lead-acid battery,
enabling them to continuously run their equipment through more
than one shift and then recharge quickly during breaks or
overnight. In addition, the battery pack's dripless sealed cell
technology eliminated acid exposure, so it was no longer necessary
to water batteries, thus reducing maintenance time and cost."

"Based on soft-packed, electrolyte-starved LiFePO4 rechargeable
pouch cell technology, the LiFT Pack 250Ahe-24V is ideal for large
energy storage systems used in the material handling equipment
industry.  We are pleased that the management of Toyotalift
immediately recognized the customer benefits and agreed to be our
initial pilot partner," said Chris Anthony, CEO of Flux Power.
"We specifically engineered the pack so that it will fit a broad
range of walkie manufacturer battery enclosure sizes and, as a
result, is designed as a universal, state-of-the-art battery pack
that performs better and lasts many times longer than premium
lead-acid batteries, is virtually maintenance-free, and costs our
customers substantially less over time."

Flux Power is the leader in advanced lithium energy storage
solutions and has a successful history of delivering cost
efficient solutions to customers around the globe.  As the only
company today providing lithium battery packs directly to the
material handling market, its high-performance products offer a
cost-efficient and reliable alternative to lead-acid batteries.
"Completing these initial pilots is a major milestone for us.  We
are excited to move forward on several broader and lengthier
pilots in the next stage of our product launch program," Anthony
concluded.

A product data sheet with additional information on the Flux LiFT
Pack 250Ahe-24V Battery Pack can be found under the Product
section of the Company's Web site at http://fluxpwr.com/products/.

*Equivalent performance to 250Ah lead-acid battery for a 6-hour
discharge cycle

                          About Flux Power

Escondido, California-based Flux Power Holdings, Inc., designs,
develops and sells rechargeable advanced energy storage systems.

The Company reported a net loss of $231,000 on $700,000 of net
revenue for the nine months ended March 31, 2013, compared with a
net loss of $1.1 million on $3.0 million of revenue for the nine
months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $2.5 million
in total assets, $4.7 million in total liabilities, and a
stockholders' deficit of $2.1 million.

According to the regulatory filing, there are certain conditions
which raise substantial doubt about the Company's ability to
continue as a going concern.  "We have a history of losses and
have experienced a lack of revenue due to the time to launch the
Company's revised business strategy.  Our operations have
primarily been funded by the issuance of common stock.  Our
continued operations are dependent on our ability to complete
equity financings, increase credit lines, or generate profitable
operations in the future.


FREESCALE SEMICONDUCTOR: Moody's Rates $750MM Senior Notes 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Freescale
Semiconductor, Inc.'s proposed $750 million senior secured notes
due 2021. All other ratings, including the B2 corporate family
rating and the stable outlook remain unchanged. The proceeds are
expected to repay Freescale's outstanding 10.125% senior secured
notes due 2018.

Ratings Rationale:

The B2 CFR and stable outlook reflects Moody's expectation that
Freescale will generate low single digit percentage revenue growth
during 2013 with an improving demand environment. Growth should be
spurred by increased sales of automotive microcontrollers and
digital networking products for 4G and LTE investments. Moody's
anticipates Freescale's leverage to remain very high (over 7 times
adjusted debt to EBITDA) over the next year. However, the company
should manage through the weak semiconductor demand cycle given
its improved capital structure and debt maturity schedule, and
very good liquidity.

Moody's could upgrade Freescale's ratings if the company were to
experience solid product volume growth in the double digit range
and if adjusted debt to EBITDA were to fall below 4.5 times on a
sustained basis. Conversely, the rating could be lowered if
revenue were to decline in the high single digits or liquidity
deteriorates (e.g., cash balances below $600 million). In
addition, the ratings could be pressured if it becomes apparent
that adjusted debt to EBITDA will not decrease to below 6.5 times
by the end of 2014.

Rating assigned:

Senior Secured Notes -- B1 (LGD3 -- 34%)

Rating to be withdrawn upon close:

10.125% senior secured notes due 2018 -- B1 (LGD-3, 34%)

Based in Austin, TX, Freescale Semiconductor, Inc. with about $4
billion of projected annual revenues, designs and manufactures
embedded semiconductors for the automotive, networking, industrial
and consumer markets.

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.


GAME TRADING: Baltimore Allowed $7,115 Unsecured Priority Claim
---------------------------------------------------------------
Peter Chadwick, in his capacity as Responsible Officer for the
estates of Game Trading Technologies, Inc. and Gamers Factory,
Inc., won court approval of a stipulation with Baltimore County,
Maryland, for resolution of a property tax claim.

Baltimore County filed Claim No. 16-1, asserting a $14,230.05
unsecured priority claim under for personal property taxes
allegedly owed by Gamers Factory.  It subsequently filed Claim No.
16-2  for $14,680.05, which amended and superseded Claim No. 16-1,
to add a $450 general unsecured claim for false fire alarm fees to
the initial claim.  Baltimore County went on to seek court
authority to amend Claim No. 16-2.

The Responsible Officer objected to the Claim.

After considering the amount at issue in the dispute, as well as
the expense and risks of litigating the Motion to Amend and Claim
Objection, the parties determined it best to settle the Claim.
Accordingly, the parties agreed to resolve their dispute by
allowing Baltimore County a $7,115 unsecured priority claim and a
$7,565 general unsecured claim.

A copy of the Stipulation and Order signed on May 13, 2013 is
available at http://is.gd/lt4rpafrom Leagle.com.

                  About Game Trading Technologies

Game Trading Technologies Inc., fka City Language Exchange, Inc.,
(OTC BB: GMTD) filed for Chapter 11 protection (Bankr. D. Md. Lead
Case No. 12-11519) on Jan. 30, 2012.  James Edward Van Horn, Jr.,
Esq., at McGuirewoods LLP, represents the Debtor.
WeinsweigAdvisors LLC's Marc Weinsweig serves as chief
restructuring officer.

When it filed for bankruptcy, Game Trading estimated $0 to $50,000
in assets and $1 million to $10 million in debts.  Affiliate
Gamers Factory, Inc., filed a separate petition for Chapter 11
relief (Bankr. D. Md. Case No. 12-11522) on the same day, listing
$1 million to  $10 million in both assets and debts.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The panel is represented by Gary H. Leibowitz, Esq.,
and G. David Dean, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A.

On Feb. 8, 2012, the Debtors filed their proposed plan of
reorganization and motion to establish bidding procedures for and
sale of substantially all of the companies' assets.  Pursuant to
the sale and bid procedures motion, the companies seek to sell,
subject to higher and better offers and bankruptcy Court approval,
substantially all of their assets to two stalking horse bidders,
DK Trading Partners, LLC, and Mantomi Sales, LLC, respectively.
Mantomi Sales, LLC, is 100% owned by Todd Hayes, the Debtors'
president and CEO.  Pursuant to the Mantomi Sales LLC asset
purchase agreement, (i) Mr. Hays was required to resign as
President and CEO of the companies on or before the execution of
the Mantomi APA; (ii) the companies' Chief Restructuring Officer
may employ Mr. Hays as an independent consultant to the companies
in matters unrelated to the sale; and (iii) nothing in the Mantomi
APA constitutes or will be deemed a breach of the employment
agreement between Mr. Hays and the companies.

Counsel for the Official Committee of Unsecured Creditors are Gary
H. Leibowitz, Esq., and G. David Dean, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A.


GATEHOUSE MEDIA: Bank Debt Trades at 36.78% Discount
----------------------------------------------------
Participations in a syndicated loan under which GateHouse Media is
a borrower traded in the secondary market at 63.22 cents-on-the-
dollar during the week ended Friday, May 17, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a drop of 0.55
percentage points from the previous week, the Journal relates.
The loan matures Feb. 27, 2014.  The Company pays L+200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ca rating and S&P's CC rating.

                    About GateHouse Media

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

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

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

Dow Jones' Daily Bankruptcy Review reported in March 2013 that
people close to company said GateHouse Media Inc., the struggling
local newspaper chain owned by Fortress Investment Group LLC, is
weighing a streamlined bankruptcy-protection filing to tackle more
than $1 billion in debt coming due next year while it tries to
negotiate a far-reaching deal with creditors.  BankruptcyLaw360
reported that GateHouse has entered talks with attorneys at Cleary
Gottlieb Steen & Hamilton LLP in an effort to restructure $1.2
billion in debt and avoid bankruptcy.


GLOBAL CLEAN: Incurs $1.2-Mil. Net Loss in 1st Quarter
------------------------------------------------------
Global Clean Energy Holdings, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $1.2 million on $105,627 of
total revenue for the three months ended March 31, 2013, compared
with net income of $158,914 on $619,521 of total revenue for the
same period last year.

According to the regulatory filing, the Company has settled
certain liabilities previously carried on the consolidated balance
sheet, which settlements resulted in gains from the extinguishment
of liabilities.  "There was no gain on settlement of liabilities
for the three months ended March 31, 2013, but there was a gain of
$514,473 for the three months ended March 31, 2012.  The gain in
2012 was primarily from the settlement or expiration of historic
liabilities primarily incurred by prior management in connection
with the discontinued pharmaceutical operations."

The Company's balance sheet at Dec. 31, 2012, showed $24.9 million
in total assets, $19.7 million in total liabilities, and
shareholders' equity of $5.2 million.

As shown in the accompanying consolidated financial statements,
the Company has an accumulated deficit applicable to its common
shareholders of $26.8 million at March 31, 2013.  The Company also
used cash in operating activities of $725,387 and $663,143 during
the three-month periods ended March 31, 2013, and 2012,
respectively.  At March 31, 2013, the Company has negative working
capital of $4.1 million and a stockholders' deficit attributable
to its stockholders of $1.1 million.  "These factors raise
substantial doubt about the Company's ability to continue as a
going concern."

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

Long Beach, Calif.-based Global Clean Energy Holdings, Inc., is a
multi-national, energy agri-business focused on the development of
non-food based bio-feedstocks.

                          *     *     *

As reported in the TCR on April 15, 2013, Hansen, Barnett &
Maxwell, P.C., in Salt Lake City, Utah, expressed substantial
doubt about Global Clean's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
significant losses from current operations, used a substantial
amount of cash to maintain its operations and has a large working
capital deficit.


GMX RESOURCES: Seeks Sale of Assets to First Lien Lenders
---------------------------------------------------------
BankruptcyData reported that GMX Resources filed with the U.S.
Bankruptcy Court a motion for an order establishing bidding
procedures in connection with the sale of substantially all of the
Debtors' assets, scheduling an auction and hearing to sell the
assets to the highest bidder or stalking horse bidder.

The Debtors have entered into a stalking horse agreement with an
entity in which the trustee for the Debtors' first lien lenders
has a 100% percent ownership interest in exchange for a
$38,000,000 credit bid, a substantial portion of the Debtors'
outstanding obligations owed to the Debtors' first lien lenders,
the BData report said, citing court documents.

The first lien lenders have a lien on substantially all of the
Debtors' assets.

The Court scheduled a June 11, 2013 hearing on the matter.

                       About GMX Resources

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

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

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

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


GOLDMAN SACHS: Fitch Affirms 'BB+' Preferred Equity Rating
----------------------------------------------------------
Fitch Ratings has affirmed The Goldman Sachs Group, Inc.'s
(Goldman) IDRs at 'A/F1'. Fitch also affirms Goldman's Support
Rating at '1', Support Rating Floor (SRF) at 'A' and Viability
Rating (VR) at 'a'.

The rating actions on Goldman have been taken in conjunction with
Fitch's Global Trading and Universal Bank (GTUB) periodic review.
Fitch's outlook for the industry is stable. Positive rating
drivers include improved liquidity, funding, capitalization and
more streamlined businesses, all partly driven by regulation.
Offsetting these positive drivers are substantial earnings
pressure, regulatory uncertainty and heightened legal and
operational risk.

KEY RATING DRIVERS - IDRs, VR AND SENIOR DEBT

Goldman's IDRs, VR and senior debt continue to be supported by its
leading investment banking franchise, strong risk management,
solid liquidity position, and better-than-average capital
position. These ratings are constrained by Goldman's focus on
capital market activities and relatively higher level of wholesale
funding

Goldman has higher reliance on capital market operations than many
global trading and universal banks (GTUBs). Fitch recognizes that
capital market revenues are inherently volatile and susceptible to
declines in difficult market periods. Concerns over this inherent
volatility are tempered by management's successful track record in
managing through difficult periods.

Goldman has demonstrated favorable risk management during the
financial crisis and its aftermath. Fitch believes that Goldman
has a comparatively strong risk management organization and
systems to manage and monitor risk.

Liquidity remains at conservative levels. Cash and unencumbered
highly liquid securities totaled $174 billion (18% of total
assets) at end-1Q'13. Conservative liquidity management reduces
Fitch's concerns regarding reliance on wholesale funding. Reliance
on unsecured short-term funding remains at modest levels and the
weighted average maturity of secured funding has been increased
(particularly repos associated with less liquid collateral).

Goldman's capital position continues to improve and remains
comparatively strong. Fitch Core Capital to risk-weighted assets
remained significantly above the GTUB average. Under Basel III,
Goldman's Tier I common ratio was approximately 9% at end-1Q'13
(in line with the average of U.S. GTUBs).

Regulatory and legal issues appear manageable. Goldman and peers
face new capital markets regulations such as the pending Volcker
Rule and implementation of Basel III capital and liquidity
standards. Goldman is projected to meet new requirements well
within allowable time frames.

RATING SENSITIVITIES - IDRs, VR AND SENIOR DEBT

Goldman's IDRs, VR and senior debt continue to be underpinned by a
strong risk management track record and leading investment banking
franchise. These ratings factor in Fitch core capital in line with
current levels and the management of capital comfortably above
Basel III capital minimums. The IDRs, VR and senior debt have
limited upward potential, given Goldman's business focus on the
capital markets.

Downward pressure on the VR would result from a material loss,
reduction in capital ratios or significant deterioration in
liquidity levels. Likewise, any unforeseen outsized fines,
settlements or other charges could also have adverse rating
implications. Goldman's Long-term IDR is at its SRF, which means
that a downgrade of its VR would only trigger downgrades of the
IDRs if the SRF were revised down as well.

KEY RATING DRIVERS - SUPPORT RATING AND SRF

The affirmations of Goldman's Support Rating and SRF are based on
Fitch's view that the probability of support from the U.S.
authorities, if required, remains extremely high in the near term
due to the bank's systemic importance.

RATING SENSITIVITIES - SUPPORT RATING AND SRF

The Support Rating and SRF are sensitive to a change in Fitch's
assumptions about the availability of sovereign support for the
bank. There is a clear political intention to ultimately reduce
the implicit state support for systemically important banks in
Europe and the U.S., as demonstrated by a series of policy and
regulatory initiatives aimed at curbing systemic risk posed by the
banking industry. This might result in Fitch revising SRFs
downward in the medium term, although the timing and degree of any
change would depend on developments with respect to specific
jurisdictions. Until now, senior creditors in major global banks
have been supported in full, but resolution legislation is
developing quickly and the implementation of creditor 'bail-in' is
starting to make it look more feasible for taxpayers and creditors
to share the burden of supporting large, complex banks.

RATING DRIVERS AND SENSITIVITIES -SUBORDINATED DEBT AND OTHER
HYBRID SECURITIES

Subordinated debt and other hybrid capital issued by Goldman and
by various issuing vehicles are all notched down from Goldman's VR
in accordance with Fitch's assessment of each instrument's
respective nonperformance and relative Loss Severity risk
profiles. Their ratings are primarily sensitive to any change in
Goldman's VR.

RATING DRIVERS AND SENSITIVITIES - HOLDING COMPANY

Goldman's IDR is equalized with those of its operating companies
and banks, reflecting its role as the bank holding company, which
is mandated in the U.S. to act as a source of strength for its
bank subsidiaries, as well as the use of the holding company to
fund subsidiary operations.

RATING DRIVERS AND SENSITIVITIES - SUBSIDIARY AND AFFILIATED
COMPANIES

IDRs of major rated operating subsidiaries are equalized with
Goldman's IDR reflecting Fitch's view that these entities are core
to Goldman's business strategy and financial profile.

Goldman is a top global bank with four business segments:
investment banking, institutional client services, investment
management, and investing and lending.

Fitch affirms the following ratings with a Stable Outlook

Goldman Sachs Group, Inc.
-- Long-term IDR at 'A';
-- Long-term senior debt at 'A';
-- Viability Rating at 'a';
-- Short-term IDR at 'F1';
-- Commercial paper at 'F1';
-- Support at '1';
-- Support Floor at 'A'.
-- Market linked securities at 'Aemr';
-- Subordinated debt to 'A-';
-- Preferred equity at 'BB+'.

Goldman Sachs Bank, USA
-- Long-term IDR at 'A';
-- Long-term senior debt at 'A';
-- Long-term deposits at 'A+';
-- Short-term IDR at 'F1';
-- Short-term debt at 'F1';
-- Short-term deposits at 'F1';
-- Support at '1'.

Goldman, Sachs & Co.
-- Long-term IDR at 'A';
-- Short-term IDR at 'F1';
-- Long-term senior debt at 'A';
-- Short-term debt at 'F1'.

Goldman Sachs International
-- Long-term IDR at 'A';
-- Short-term IDR at 'F1';
-- Senior secured long-term notes at 'A';
-- Senior secured short-term notes at 'F1';
-- Short-term debt at 'F1'.

Goldman Sachs International Bank
-- Long-term IDR at 'A';
-- Short-term IDR at 'F1'.

Goldman Sachs Bank (Europe) plc
-- Senior secured guaranteed debt at 'A';
-- Short-term secured guaranteed debt at 'F1';
-- Short-term debt at 'F1'.

Goldman Sachs Paris Inc. et Cie.
-- Long-term IDR at 'A';
-- Short-term IDR at 'F1'.

Ultegra Finance Limited
-- Long-term senior debt at 'A';
-- Short-term debt at 'F1'.

Global Sukuk Company Limited
-- Long-term senior unsecured at 'A';
-- Short-term senior unsecured at 'F1'.

Goldman Sachs Financial Products I Limited
-- Long-term senior unsecured at 'A'.

Goldman Sachs Capital I
-- Trust preferred at 'BBB-'.

Goldman Sachs Capital II, III
-- Preferred equity at 'BB+'.

Murray Street Investment Trust I
-- Senior Guaranteed Trust Securities 'A'.

Vesey Street Investment Trust I
-- Senior Guaranteed Trust Securities 'A'.


HANGER INC: Good Performance Prompts Moody's to Lift CFR to Ba3
---------------------------------------------------------------
Moody's Investors Service upgraded Hanger, Inc.'s Corporate Family
Rating to Ba3 from B1 and its Probability of Default Rating to
Ba3-PD from B1-PD. Concurrently, Moody's upgraded the company's
existing $392 million senior secured credit facilities rating to
Ba1 from Ba2. In addition, $200 million of Hanger's senior
unsecured notes were raised to B1 from B3. The outlook is stable.

"The upgrade of Hanger's Corporate Family Rating reflects the
company's improvement in credit metrics and the recurring nature
of its revenues," said Ron Neysmith, a Moody's Senior Analyst.
"Additionally, the company's healthy cash flow should support
further growth in the business without the use of incremental
debt," said Neysmith.

The following is a summary of Moody's rating actions and LGD point
estimate revisions:

Hanger, Inc.

Ratings upgraded:

Corporate Family Rating to Ba3 from B1

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

$100 million senior secured revolver expiring 2015 to Ba1 (LGD 2,
26%) from Ba2 (LGD 2, 29%)

$295 million senior secured term loan C due 2016 to Ba1 (LGD 2,
26%) from Ba2 (LGD 2, 29%)

$200 million senior unsecured notes due 2018 to B1 (LGD 5, 79%)
from B3 (LGD 5, 82%)

Ratings affirmed:

Speculative Grade Liquidity Ratings at SGL-2

Ratings Rationale:

The Ba3 Corporate Family Rating is supported by the company's
competitive position as the largest Orthotic & Prosthetic (O&P)
services provider in the US, its national footprint, and
relatively stable, recurring revenue model. The rating is
constrained primarily by the company's size as well as its payor
concentration from government entities.

The stable outlook reflects Moody's expectation of modest EBITDA
growth, which will result in gradually improving free cash flow
and reduced leverage. Furthermore, the outlook reflects Moody's
expectation that the company will continue to expand its revenue
base despite the current challenging environment.

While Moody's does not foresee a ratings upgrade in the near-term,
the rating could be upgraded if the company is able to effectively
manage the growth of its business while continuing to improve its
credit metrics. Specifically, an upgrade would require debt/EBITDA
to be sustained below 2.5 times, and free cash flow to debt
approaching 15%. An upgrade would also require an increase in
scale -- either organically or through acquisitions -- and an
improvement in product diversification.

The rating could be downgraded if a decline in operating
performance results in an expectation that debt to EBITDA will be
sustained above 4 times, or if reimbursement rates materially
decline and the environment become meaningfully more negative.
Furthermore, a significant debt financed acquisition could result
in a ratings downgrade.

The principal methodologies used in rating Hanger were the Global
Business & Consumer Service Industry 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.

Hanger, Inc., (NYSE: HGR) headquartered in Austin, TX, is the
leading provider of orthotic and prosthetic patient-care services
in the US. The company owns and operates over 700 patient care
centers in 45 states and the District of Columbia. For the period
ending March 31, 2013, Hanger recognized revenue of approximately
$1.0 billion.


HELLER EHRMAN: Orrick Wants Clawback Ruling Revisited
-----------------------------------------------------
Kathryn Brenzel of BankruptcyLaw360 reported that Orrick
Herrington & Sutcliffe LLP asked a California federal judge on
Wednesday to review a bankruptcy judge's ruling in favor of claims
that the law firm wrongfully hired former partners of defunct
Heller Ehrman LLP, arguing that the bankruptcy court may not have
had authority to address the clawback claims.

According to the report, the de nova motion calls into question
the constitutional authority of bankruptcy courts to rule on
summary judgment motions in a fraudulent transfer case against a
noncreditor.

                        About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  Heller Ehrman filed a voluntary Chapter 11 petition (Bankr.
N.D. Cal., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon. Dennis
Montali presides over the case.  Pachulski Stang Ziehl & Jones LLP
assisted the Debtor in its restructuring effort.  The Official
Committee of Unsecured Creditors is represented by Felderstein
Fitzgerald Willoughby & Pascuzzi LLP.  The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  On Aug. 13, 2010, the
Court confirmed Heller's Joint Plan of Liquidation.


HOSTESS BRANDS: Flowers Expects to Complete Asset Purchase in 2H
----------------------------------------------------------------
Flowers Foods, Inc. on May 16 disclosed that on January 11, 2013,
the Company signed two asset purchase agreements with Hostess
Brands, as the "stalking horse bidder" for certain Hostess assets.
The first agreement provided for the purchase by Flowers of the
Wonder, Nature's Pride, Merita, Home Pride, and Butternut bread
brands; 20 bakeries; and approximately 38 depots for a purchase
price of $360.0 million.  That bid has been approved by the
bankruptcy court and is currently under regulatory review.  The
process is expected to be completed in the second half of fiscal
2013.

The disclosure was made in Flowers Foods' earnings release for the
first quarter ended April 20, 2013, a copy of which is available
for free at http://is.gd/WUBsmB

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down.  Employee headcount is expected to
decrease by 94% within the first 16 weeks of the wind down.  The
entire process is expected to be completed in one year.

Hostess has received court approval for sales raising about $800
million. Apollo Global Management LLC and C. Dean Metropoulos &
Co. are buying the snack cake business for $410 million. Flowers
Foods Inc. is taking most of the bread business, including the
Wonder bread brand for $360 million.  Neither of the sales
attracted competitive bidding.  After an auction with competitive
bidding, Mexican baker Grupo Bimbo SAB was given a green light to
buy the Beefsteak rye bread business for $31.9 million.


HOUGHTON MIFFLIN: Term Loan Repricing No Impact on Fitch's B+ IDR
-----------------------------------------------------------------
The 'B+' Issuer Default Ratings (IDR) of Houghton Mifflin Harcourt
Publishers Inc. (HMH) and its subsidiaries are unaffected
following the announcement by the company of its plans to reprice
its term loan. Fitch rates HMH's senior secured term loan at
'BB+/RR1'.

All terms (except for pricing) are expected to remain materially
unchanged, including the guarantees and security. Fitch expects
interest expense to modestly decline. The company had $248 million
outstanding under its amortizing term loans due 2018. Fitch
calculates post-plate unadjusted gross leverage of 1.2x as of
March 31, 2013. Fitch expects leverage to remain around 1x at year
end.

Key Rating Drivers:

HMH continues to be a leader in the K-12 educational material and
services sector, capturing 37% of its Association of American
Publishers addressable market. Fitch believes investments made
into digital products and services will position HMH to take a
meaningful share of the rebound in the K-12 educational market.
Fitch's expects HMH will be able to, at a minimum, maintain its
market share. Fitch believes that HMH and its peers will benefit
from the adoption of common core standards in 2014/2015.

HMH has significant financial flexibility to invest into digital
content and new business initiatives. These investments into
international markets and adjacent K-12 educational material
markets may provide diversity away from highly cyclical state and
local budgets. As of March 31, 2013, liquidity was supported by
$189 million in cash and $140 million in short-term investments.
The company also has $133 million in borrowing availability under
the $250 million asset backed revolver, due 2017. The term loans
amortize $2.5 million per year until their 2018 maturity.

Fitch does not believe that the current capital structure will be
permanent. The ratings reflect Fitch's long-term belief that the
current private equity owners will look to extract shareholder
returns (leveraged dividend) prior to exiting their investment.
Fitch does not believe that such a transaction would occur in the
near term.

Rating Sensitivities:

-- Revenue declines in the mid-single digits could result in
   rating pressures;
-- Long -term, meaningful diversification into international
   markets and into new business initiatives could lead to
   rating upgrades.

Fitch currently rates HMH as follows:

HMH Publishers
-- IDR 'B+';
-- Senior secured term loan 'BB+/RR1';
-- Senior secured asset backed revolver 'BB+/RR1'.

Houghton Mifflin Harcourt Publishing Company
-- IDR 'B+'.

HMH Publishers LLC
-- IDR 'B+'.

The Rating Outlook is Stable.

--Preferred stock 'BB';


INTERNATIONAL COMMERCIAL: Posts $1.2 Million Net Income in Q1
-------------------------------------------------------------
International Commercial Television Inc. filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $1.16 million on $12.40 million of
net sales for the three months ended March 31, 2013, as compared
with a net loss of $21,608 on $2.65 million of net sales for the
same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $4.87
million in total assets, $4.03 million in total liabilities and
$835,101 in total shareholders' equity.

"There is no guarantee that the Company will be successful in
bringing our products into the traditional retail environment.  If
the Company is unsuccessful in achieving this goal, the Company
will be required to raise additional capital to meet its working
capital needs.  If the Company is unsuccessful in completing
additional financings, it will not be able to meet its working
capital needs or execute its business plan.  In such case the
Company will assess all available alternatives including a sale of
its assets or merger, the suspension of operations and possibly
liquidation, auction, bankruptcy, or other measures.  These
conditions raise substantial doubt about 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/n2sAqq

                  About International Commercial

Wayne, Pa.-based International Commercial Television Inc. sells
various consumer products.  The products are primarily marketed
and sold throughout the United States and internationally via
infomercials.

International Commercial disclosed a net loss of $550,448 on
$22.92 million of net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $485,892 on $3.10 million of net sales
in 2011.

EisnerAmper, LLP, in Edison, 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's recurring losses from operations raise substantial
doubt about its ability to continue as a going concern.


INTERNATIONAL HOME: First Bank Lawsuit v. HDI Remanded
------------------------------------------------------
On May 24, 2012, Debtor International Home Products Inc. and
Defendants Andrew Bert Foti and his wife Eva Judith Pagan Burgos
removed two state court civil actions currently pending before the
Commonwealth of Puerto Rico Court of First Instance, San Juan
Section:

  (1) First Bank-Puerto Rico v. Andrew Bert Foti, Eva Judith
      Pagan, and the conjugal partnership, case No. KAC2012-0444;
      and

  (2) First Bank-Puerto Rico v. [Health] Distillers International,
      Inc.; Andrew Bert Foti; Eva Judith Pagan Burgos; and the
      conjugal partnership; the Estate of Andrew Anthony Foti
      composed of Linda Foti; Melody Foti; Andrew Bert Foti; Drew
      Straus Foti; Lisa Straus Foti; Petrina Marie Foti; Mark
      Andrew Foti; Peter Evan Foti; Brett Corwin; Bruce Corwin;
      Lexona Corwin aka Lexi Broadbent; Linne Corwin, Eva Marie
      Foti; Andrea Foti, Andrew Bert Foti, Jr., Melissa Corwin;
      Bertram Foti James; and Marian Labue Foti aka Marian Ellen
      Foti, case No. KAC2012-0446.

On June 8, 2012, the Defendants filed their Answer to Complaints
replying to the two state court complaints and including a
counterclaim requesting to extend the protections of the automatic
stay to the Debtor's president and treasurer and to enjoin the
proceedings currently pending against him.

First Bank Puerto Rico Inc. filed separate motions to remand the
two state court cases on June 25, 2012.  The Defendants filed
their Opposition to Remand on October 12, 2012.

First Bank also filed a motion to dismiss the Defendants'
Counterclaim on July 6, 2012.  The Defendants filed their
opposition to First Bank's motion to dismiss their counterclaim on
August 27, 2012.

The pending motions in the case only concern state court case
KAC2012-0446 as issues in state case no. KAC2012-0444 have been
dismissed.

The removed state court action is for a prepetition breach of
contract action which was filed on May 1, 2012, subsequent to
IHP's filing for bankruptcy on April 19, 2012 but prior to HDI's
filing for bankruptcy on May 7, 2012.  The nature of the lawsuit
pertains to state law claims for breach of a credit agreement,
collection of monies due to the payment defaults by IHP and HDI
and foreclosure of certain personal guarantees.  IHP and HDI's
obligation under a credit agreement with First Bank was secured by
the personal guarantees of Andrew Anthony Foti, now the Estate of
Andrew Anthony Foti, Marian Labue Foti, Mr. Andrew Bert Foti and
Mrs. Pagan.  First Bank seeks to foreclose on the personal
guarantees as IHP and HDI have filed for bankruptcy and are
protected by the provisions of the automatic stay.

In a May 2, 2012 Opinion, Bankruptcy Judge Enrique Lamoutte made
these findings:

   (1) It has no "related to" jurisdiction pursuant to 28 U.S.C.
       Sec. 1334(b) over the particular removed state court action
       and thus the same must be remanded in conformity with 11
       U.S.C. Sec. 1447(c);

   (2) The Defendants' counterclaim is not the proper procedural
       mechanism to request the extension of the provisions of the
       automatic stay to non-debtors since the same constitutes an
       action for injunctive relief and must be initiated in a
       separate adversary proceeding;

   (3) The allegations in the counterclaim and in Mr. Foti and
       Mrs. Pagan's opposition to First Bank's motion to dismiss
       the counterclaim fail to establish that the Debtors would
       suffer irreparable injury if the state court collection
       action against them is allowed to proceed; thus Defendants
       request for injunctive relief under 11 U.S.C. Sec. 105(a)
       is denied; and

   (4) The Defendants have failed to establish that the instant
       case presents such "unusual circumstances" that warrant the
       extension of the automatic stay provisions to a non-debtor
       third party.

Accordingly, the Bankruptcy Court remands Case No. KAC2012-0446.

A copy of Judge Lamoutte's May 2, 2012 Opinion and Order is
available for http://is.gd/SnryXgfrom Leagle.com.

                About International Home Products

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

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

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


JEANS.COM INC: DDR Entitled to Admin. Expenses for Unpaid Rent
--------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte granted, in part, and denied,
in part, the "Motion for Order under Section 365(d)(3) Directing
Debtor in Possession to Pay Nonresidential Lease Post-Petition
Obligations and for Payment of Administrative Expenses" filed by
DDR Norte LLC S.E., DDR Atlantico LLC S.E., DDR Palma Real LLC
S.E., and DDR Rio Hondo LLC S.E. in the Chapter 11 case of
Jeans.com Inc.

The Court will hold a hearing to determine the reasonableness and
amounts of expenses claimed by DDR for June 19, 2013, at 2:00 p.m.
The parties shall file proposed findings of fact and conclusions
of law 10 days prior to the hearing.

On August 27, 2012, DDR asked the Court to compel the Debtor to
pay post-petition rents for the use and occupancy of certain
commercial spaces.  DDR contends that part of the bankruptcy
estate's assets at the time of the Petition were the unexpired
leases of certain nonresidential real property between

In court filings on August 27, 2012, DDR contends that part of the
bankruptcy estate's assets at the time of the Petition were the
unexpired leases of certain nonresidential real property between
Debtor, as tenant, and DDR, as landlord, for commercial spaces at
Plaza del Atlantico in Arecibo and Plaza Rio Hondo in Bayamon,
P.R.  DDR avers that the Debtor currently uses those premises for
its retail operations and maintains a "Jeans.com" store in each of
them.  DDR contends that post-petition charges under the leases,
as of August 17, 2012, amount to $45,263.35 ($26,442.21 for Plaza
del Atlantico and $18,821.14 for Plaza Rio Hondo).

DDR also contends the Debtor has been using and deriving benefit
from DDR's Plaza del Norte property, located in Hatillo, P.R., as
well as the Plaza Palma Real property in Humacao, P.R. DDR
acknowledges these commercial spaces are currently leased to
third-party, non-debtor entities, which are related and/or
affiliated to the Debtor but that the Debtor has been using them
for the operation, storage, and/or maintenance of certain
"Jeans.com" stores.  The post-petition charges as of August 17,
2012 for these Related Premises amount to $70,051.99 ($29,597.45
for Plaza Palma Real and $40,454.54 for Plaza del Norte).

DDR seeks payment for post-petition rent for the Debtor's use of
DDR's premises pursuant to Section 365(d)(3) of the Bankruptcy
Code and claims administrative expense treatment of the post-
petition rents under Section 503(b).

The Debtor opposed DDR's Motion for Payment and Administrative
Expenses.  In a September 2012 filing, the Debtor acknowledged the
imposition of post-petition rent and administrative expenses for
DDR's premises at Plaza Rio Hondo, but argued that DDR's premises
at Plaza del Atlantico, Plaza Palma Real and Plaza del Norte are
leased to a third-party, non-debtor corporation named Felix Fanti
and Michael Silva Enterprises, Inc.  The Debtor said post-petition
rents and administrative expenses may only be allowed to DDR Rio
Hondo LLC S.E. in regards to the premise at Plaza Rio Hondo, but
must be denied to DDR Norte LLC S.E., DDR Atlantico LLC S.E. and
DDR Palma Real LLC S.E. in regards to the premises at Plaza del
Atlantico, Plaza Palma Real and Plaza del Norte.

According to Judge Lamoutte, there is no dispute that the Debtor
used and occupied postpetition DDR's premises at Plaza Palma Real
and Plaza del Norte.  It is also uncontested that the use and
occupancy of DDR's Premises by the Debtor resulted in benefit for
the bankruptcy estate for the Debtor sells its merchandise in
those Premises from which it derives revenues.  Therefore, DDR is
entitled to administrative expenses for the post-petition arrears
for the Premises used and occupied by the Debtor.

However, Judge Lamoutte continued, because there is no written
lease agreement between DDR and the Debtor for certain Premises,
there is no presumptively reasonable rental rate established.  DDR
has not alleged, much less demonstrated, how the rates it intends
to charge the Debtor for the Premises at Palma Real and Plaza del
Norte are reasonable, even though it carries the burden of proof
of establishing it.  Instead, DDR parts from the premise that the
lease rate in the contract with FFMSE is automatically reasonable.
That may be so, but it must be established through evidence, the
judge said.  Absent of evidentiary support, the court cannot
declare that the amounts claimed by DDR are reasonable because
there is a lease contract with another entity. Thus, an
evidentiary hearing to that effect will be scheduled.

In a November 2012 court filing, DDR said the Debtor owes it:

     -- $45,344.09 for rent from March 9, 2012 to October 2012
        with respect to the Plaza Palma real property; and

     -- $48,337.97 for rent from March 9, 2012 to September 2012
        with respect to the Plaza del Norte property.

In filings in October and December, DDR said the Debtor has
tendered checks for payment of postpetition arrears due for the
Plaza Palma real property, but not the full amount of DDR's claim.
DDR said it has forwarded the checks to the custody of its legal
counsel for safe-keeping pending resolution of the parties'
dispute.

In the same ruling, Judge Lamoutte denied the "Motion for
Reconsideration of Orders and Request that the Motions to Assume
Executory Contracts are Held in Abeyance until Further Disclosure
by the Debtor" filed by the Unsecured Creditors Committee
appointed in the case.

A copy of the Court's April 12, 2013 Opinion and Order is
available at http://is.gd/OzvSNlfrom Leagle.com.

Jeans.com, Inc., filed for Chapter 11 bankruptcy (Bankr. D. P.R.
Case No. 12-01777) on March 9, 2012.  Fausto David Godreau Zayas,
Esq. -- dgodreau@LBRGlaw.com -- at Latimer, Biaggi, Rachid &
Godreau LLP, serves as the Debtor's counsel.  Jeans.com scheduled
assets of US$548,793 and liabilities of US$5,023,601.  A list of
the Company's 20 largest unsecured creditors is available for free
at http://bankrupt.com/misc/prb12-01777.pdf The petition was
signed by Michael J. Silva, president.


KIM'S PROVISION: Bid to Vacate Helicon Attachment Order Denied
--------------------------------------------------------------
In the adversary proceeding HELICON PARTNERS, LLC, Plaintiff,
v. KIM'S PROVISION CO., INC., WON HO KIM; KI KIM; JANE AND JOHN
DOES 1-10 Defendants, Adv. Proc. No. 12-01602-SMB (Bankr.
S.D.N.Y.), Bankruptcy Judge Stuart M. Bernstein denied an
application to vacate an attachment order whereby the New York
City Sheriff levied on assets of Kim's Provision Co., Inc., the
Kims and several other companies, including NGF Warner Meat Co.

On May 27, 2008, Kim's Provision's affiliate, 15 Engle Street LLC,
refinanced its debt by borrowing $8 million from Woori America
Bank.  Kim's Provision guaranteed Engle's obligations and granted
Woori a security interest in all of its property.  On Dec. 29,
2011, Woori assigned the Note, the Security Agreement, and the
Guarantee to Helicon Partners LLC.

On Feb. 22, 2012, Helicon commenced the adversary complaint in a
New York state court to recover on Kim's Provision's guarantee of
Engle's debt obligations.  Under its amended complaint, Helicon
said it notified Kim's Provision of a default in late January
2012.  By late April 2012, Helicon procured an ex parte order of
attachment and the sheriff levied on the bank account of NGF Inc.,
dba NGF Warner Co., a non-party.

One day after the levy, Kim's Provision sought bankruptcy
protection.  Subsequently, the adversary complaint was transferred
to the bankruptcy court.

With Kim's Provision already in bankruptcy, Helicon filed on
May 2, 2012, an emergency motion seeking relief from the automatic
stay to continue the Attachment Order and the restraints imposed
by it.  Among other things, Helicon alleged that NGF was one of
the companies through which the Kims ran the Debtor's business
after financial problems surfaced.

Subsequently, NGF moved to vacate the Attachment Order.

If an order of attachment was issued ex parte, the plaintiff must
move to confirm the order within five days on notice to the
debtor, the sheriff and the garnishee.  Judge Bernstein held that
Helicon's emergency motion satisfied this requirement.  The judge
also noted there is no due process concern here as NGF has had
ample opportunity to contest the Attachment Order.

Nevertheless, the Bankruptcy Court noted that the conversion of
the Debtor's case into a Chapter 7 proceeding and the appointment
of a Chapter 7 trustee highlight the unusual nature of the matter.
Helicon's right under state law to interfere with the Debtor's
property interests through the Attachment Order ended with the
commencement of the bankruptcy case.

Judge Bernstein said the Trustee will be substituted as the
plaintiff, and if he intends to pursue the matter, he should file
an amended complaint that eliminates Helicon's direct claims and
asserts the estate's claims against the Kims, NGF and any other
appropriate defendant.

Accordingly, the Bankruptcy Court directs the Trustee to file any
amended pleading within 30 days of its order.  If the Trustee does
not file and serve an amended pleading by the original or any
extended deadline, NGF may settle a proposed order vacating the
Attachment Order on notice to the Trustee, Helicon, any other
parties to the adversary proceeding and any other garnishees of
which it is aware, the judge said.

A copy of Judge Bernstein's May 6, 2013 Memorandum Decision is
available at http://is.gd/iWFRUkfrom Leagle.com.

Helicon Partners is represented by:

          Sean Mack, Esq.
          PASHMAN STEIN, P.C.
          21 Main Street, Suite 100
          Court Plaza South
          Hackensack, NJ 07601
          Email: smack@pashmanstein.com

NGF Inc. is represented by:

          T. Steven Har, Esq.
          Katharine A. Gehring, Esq.
          DUANE MORRIS LLP
          1540 Broadway
          New York, NY 10036
          Email: TSHar@duanemorris.com
                 kagehring@duanemorris.com

Kim's Provision is represented by:

          Sangwon D. Sohn, Esq.
          LAW OFFICE OF SANGWON D. SOHN
          2071 Lemoine Avenue, Suite 301
          Fort Lee, NJ 07024-6007
          Tel: (201) 947-5225
          Fax: (201) 947-5355
          Email: info@sangwonsohnesq.com

Charles A. Stanziale, Chapter 7 Trustee, is represented by:

          Scott Bernstein, Esq.
          McCARTER & ENGLISH LLP
          Four Gateway Center
          100 Mulberry Street
          Newark, NJ 07102
          Tel: (973)639-2007
          Fax: (973)297-3797
          Email: sbernstein@mccarter.com

                      About Kim's Provision

Based in Bronx, New York, Kim's Provision Co., Inc., was engaged
in the wholesale and retail sale of meat products.  The Company
filed a voluntary petition under Chapter 11 on May 1, 2012 (Bankr.
S.D.N.Y. Case No. 12-11820).  On Dec. 12, 2012, the New Jersey
Bankruptcy Court converted the case into a Chapter 7 proceeding
and the U.S. Trustee appointed Charles A. Stanziale, Esq., to
serve as trustee.


KNICK EXPLORATION: AMF Renders Management Cease Trade Order
-----------------------------------------------------------
Knick Exploration Inc. on May 16 disclosed that the Autorite des
marches financiers ("AMF") had rendered on May 1, 2013 a
management cease trade order valid until May 31, 2013 at the
latest.

Knick had until April 30, 2013 for filing its audited financial
statements, its management's discussion and analysis and it's the
CEO and CFO certificates relating to the audited annual financial
statements for its fiscal year ended December 31, 2012.
Unfortunately, Knick did not meet this requirement and foresee
that these documents will be ready for filing by May 31st, 2013,
at the latest.

Due to a lack of liquidity, Knick was in default to pay the sum
owed to its auditors and consequently, the same refused to prepare
the said annual financial statements.

Few days ago, Knick had closed with success a private placement
which brings a sufficient amount to pay its auditors and permits
to establish with them a schedule for the preparation of the
audited annual financial statements.

Knick intends to satisfy the provisions of the alternative
information guidelines so long as it will remain in default of
filing the above mentioned documents.

Knick is not subject to any insolvency proceeding.

Knick is in the development stage and is actively pursuing the
exploration of its mining properties the whole since the beginning
of its enterprise.

Headquartered in Val-D'Or, Quebec, Knick Exploration Inc. is
focused on identifying gold deposits in the Abitibi Gold District.
The East-West gold property is located approximately 11 kilometer
west of the town of Val-d'Or.


LANDAMERICA FINANCIAL: Trustee Sues to Erase PE Firm's $10MM Claim
------------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that bankrupt title
insurer LandAmerica Financial Group asked a Virginia bankruptcy
court to toss a $10 million claim brought by American Capital Ltd.
accusing a company subsidiary of failing to catch defects in two
apartment complexes secured by loans in a risky mortgage-backed
investment vehicle.

According to the report, LandAmerica's trustee Bruce H. Matson
asked the court to disallow American capital's $10.2 million
damages claims resulting from its alleged failure to properly
assess two Texas apartment complexes on behalf of Wachovia Bank
NA.

                   About LandAmerica Financial

LandAmerica Financial Group, Inc., provided real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica Financial Group and its affiliate
LandAmerica 1031 Exchange Services Inc. filed for Chapter 11
protection (Bankr. E.D. Va. Lead Case No. 08-35994) on Nov. 26,
2008.  Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods
LLP served as co-counsel.  Zolfo Cooper served as restructuring
advisor.  Epiq Bankruptcy Solutions served as claims and notice
agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran PLC served as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan served as
counsel to the Creditors Committee of LFG.

In its bankruptcy petition, LFG reported total assets of
$3.325 billion and total debts of $2.839 billion as of Sept. 30,
2008.

On March 6, 2009, March 27, 2009, March 31, 2009, July 17, 2009,
Oct. 12, 2009, and Nov. 4, 2009, various LFG affiliates --
LandAmerica Assessment Corporation, LandAmerica Title Company,
Southland Title Corporation, Southland Title of Orange County,
Southland Title of San Diego, LandAmerica Credit Services, Inc.,
Capital Title Group, Inc., and LandAmerica OneStop Inc. -- also
commenced voluntary Chapter 11 cases.  The Chapter 11 cases of
LFG, LES, and the LFG Affiliates are jointly administered under
case number 08-35994.

LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009.
The Court on Nov. 23, 2009, entered an order confirming the Joint
Chapter 11 Plan of LFG and its Affiliated Debtors, dated Nov. 16,
2009, as to all Debtors other than OneStop.  The effective date
with respect to the Plan was Dec. 7, 2009.  Plan trustees were
appointed for LFG and LES.


LIBBEY GLASS: Moody's Ups CFR to B1; Changes Outlook to Positive
----------------------------------------------------------------
Moody's Investors Service upgraded Libbey Glass, Inc.'s Corporate
Family Rating to B1 from B2 and Probability of Default Rating to
B1-PD from B2-PD. Concurrently, Moody's upgraded the company's
$405 million Senior Secured Notes to B1 from B2 and affirmed the
Speculative Grade Liquidity (SGL) Rating at SGL-2. The ratings
outlook was revised to stable from positive.

The upgrade of the Corporate Family Rating to B1 primarily
reflects Moody's expectation for continued improvement in the
company's credit metrics. Debt to EBITDA is projected to decline
to below 3.5 times and EBITA to interest expense to increases to
over 3 times by the end of 2014. Libbey Glass' focus on EBITDA
margin expansion via maximizing cost reductions and operating
efficiencies while using its cash flow to strengthen its balance
sheet by reducing indebtedness will be key to achieving the quoted
metrics.

The following rating actions were taken:

Corporate Family Rating, upgraded to B1 from B2;

Probability of Default Rating, upgraded to B1-PD from B2-PD;

$405 million Senior Secured Notes, due 2020, upgraded to B1 (LGD3,
47%) from B2 (LGD4, 52%);

Speculative Grade Liquidity Rating, affirmed at SGL-2.

The ratings outlook was changed to stable from positive.

Ratings Rationale:

Libbey Glass' B1 Corporate Family Rating incorporates the
company's solid credit metrics and good liquidity profile.
Moreover, the B1 Corporate Family Rating reflects the company's
significant market leading presence in the US foodservice and
retail glassware industries, a revenue base that is diversified
internationally and by customer, its extensive distribution
channels, and its well-recognized brand names.

At the same time, the rating is constrained by the company's
modest size relative to other rated global consumer durables
companies, narrow product focus, and the capital intensive nature
of its operations. Additionally, the rating considers Libbey
Glass' sensitivity to discretionary consumer spending, especially
on its impact in the restaurant and leisure sectors.

The stable outlook anticipates continued improvement in the credit
metrics over the next 12-18 months through a combination of margin
expansion and debt repayment as the company continues to implement
its business strategy.

There is limited near term upgrade momentum given the company's
small scale and narrow product focus. Over time, ratings could be
upgraded if the company is able to expand its revenues beyond $1
billion and widen its business line diversity as well as maintain
its conservative financial policies.

The ratings could be downgraded if the liquidity profile
deteriorates from current levels, debt to EBITDA is sustained
above 4.5 times, free cash flow to debt declines below 5%, and
EBITA to interest expense is maintained below 2 times.

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.

Headquartered in Toledo, Ohio, Libbey Glass Inc. designs,
manufactures and markets glass tableware products and designs and
markets ceramic dinnerware and flatware products. The company
serves foodservice, retail, and business-to-business customers in
over 100 countries. Libbey reported sales in the last twelve
months ended March 31, 2013 of roughly $824 million. Libbey Glass
Inc. is the operating subsidiary of Libbey Inc. (NYSE: LBY).


LIBERTY MEDICAL: Stevens & Lee OK'd as Committee's Co-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 Stevens & Lee,
P.C. as co-counsel.

To the best of the Committee's knowledge, Stevens & Lee represents
no interest adverse to the Debtors' estate.

In a separate filing, the Court authorized the Committee to retain
Mesirow Financial Consulting LLC as its financial advisors.

                       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: Williams & Connoly OK'd as Special Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
ATLS Acquisition LLC, et al., to employ Williams & Connoly LLP as
special counsel.

In a separate filing, the Court authorized the employment Cousins
Chipman & Brown, LLP as conflicts counsel.

                       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.


LYFE COMMUNICATIONS: Delays Form 10-Q for First Quarter
-------------------------------------------------------
Lyfe Communications, Inc., notified the U.S. Securities and
Exchange Commission that the filing of its quarterly report for
the period ended March 31, 2013, will be delayed.  The Company
said it is in the process of completing its financial statement
review, and believes that the subject Quarterly Report will be
available for filing during the extension period.

                     About LYFE Communications

South Jordan, Utah-based LYFE Communications, Inc.'s business is
to develop, deploy, and operate next generation media and
communications network based services to single-family, multi-
family, high-rise resort and hospitality properties.

LYFE Communications disclosed a net loss of $1.74 million on
$531,531 of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $3.88 million on $621,830 of revenue for the
year ended Dec. 31, 2011.  The Company's balance sheet at Dec. 31,
2012, showed $1.07 million in total assets, $3.30 million in total
liabilities and a $2.23 million total stockholders' deficit.

HJ & Associates, LLC, 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 losses since inception.  The Company
has not established operations with consistent revenue streams and
has a working capital deficit.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.


MONITOR CO: Creditors Seek to Claw Back $2MM From Landlords
-----------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that Monitor Co. Group
LP's creditors committee launched a suit in Delaware bankruptcy
court Wednesday seeking to claw back $2.1 million in allegedly
preferential payments that the consulting firm made to its
landlords in the runup to its Chapter 11 filing.

Filed as an adversary proceeding, the committee's complaint seeks
to recover $2.1 million in rent payments Monitor made to Two Canal
Park LLC and Mid-West Portfolio Corp. in the 90-day period leading
up to its November bankruptcy, the report said.

According to the suit, the payments constitute preferential
transfers, the report related.

As previously reported by The Troubled Company Reporter, the
committee said it has identified about $14 million in suits that
can be brought.

                      About Monitor Company

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the
Committee of Unsecured Creditors as counsel.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors held an auction on Nov. 28, 2012, at the offices of
the Sellers' counsel, Ropes & Gray LLP in New York.  In mid-
January 2013, Judge Sontchi allowed the Debtors to sell its assets
to Deloitte Consulting for $116.2 million.


MF GLOBAL: Signs Agreement to Resolve Deutsche Bank Claim
---------------------------------------------------------
The trustee of MF Global Holdings Ltd. signed an agreement to
resolve the validity and amount of claim asserted by Deutsche
Bank.

Under the agreement, the claim will be allowed as a Class 6D
general unsecured claim against MF Global FX in the amount of
$8.325 million.  The agreement is available for free at
http://is.gd/dlbVWN

Deutsche Bank purchased the claim from Banco Monex S.A. in July
2012.  Banco Monex filed the claim after MF Global FX allegedly
failed to make necessary payments under a 2009 agreement.

                          About MF Global

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

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

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

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

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

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

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

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

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

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

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


MORGAN STANLEY: Fitch Affirms 'BB' Preferred Stock Rating
---------------------------------------------------------
Fitch Ratings has affirmed Morgan Stanley's ratings including its
Issuer Default Ratings (IDRs) at 'A/F1', support rating at '1',
support rating floor (SRF) at 'A' and viability rating (VR) at
'a-'. The Rating Outlook is Stable.

The rating actions on Morgan Stanley have been taken in
conjunction with Fitch's Global Trading and Universal Bank (GTUB)
periodic review. Fitch's outlook for the industry is stable.
Positive rating drivers include improved liquidity, funding,
capitalization and more streamlined businesses, all partly driven
by regulation. Offsetting these positive drivers are substantial
earnings pressure, regulatory uncertainty and heightened legal and
operational risk.

KEY RATING DRIVERS - IDRs, SENIOR DEBT, SUPPORT RATING AND SUPPORT
RATING FLOOR

Morgan Stanley's IDR is at its SRF and therefore based on support
from the U.S. authorities. The affirmation of the IDR, Support
Rating and SRF reflect Fitch's unchanged view that there is an
extremely high probability that Morgan Stanley would receive
support from the authorities if required because of the bank's
systemic importance domestically and internationally. The Stable
Outlook on Morgan Stanley's long-term IDR reflects Fitch's view
that sovereign support for the bank will continue to be available.


RATING SENSITIVITIES - IDRs, SENIOR DEBT, SUPPORT RATING AND
SUPPORT RATING FLOOR

Morgan Stanley's IDRs, Support Rating, SRF and senior debt ratings
are sensitive to a change in Fitch's assumptions about the
availability of sovereign support for the bank. There is a clear
political intention to ultimately reduce the implicit state
support for systemically important banks in Europe and the U.S.,
as demonstrated by a series of policy and regulatory initiatives
aimed at curbing systemic risk posed by the banking industry. This
might result in Fitch revising SRFs downward in the medium term,
although the timing and degree of any change would depend on
developments with respect to specific jurisdictions. In this
context, Fitch is paying close attention to ongoing policy
discussions around support and 'bail in' for U.S. and Eurozone
banks. Until now, senior creditors in major global banks have been
supported in full, but resolution legislation is developing
quickly and the implementation of creditor 'bail-in' is starting
to make it look more feasible for taxpayers and creditors to share
the burden of supporting large, complex banks.

Any downgrade of Morgan Stanley's SRF would lead to a downgrade of
the bank's IDRs. In line with Fitch's criteria, the bank's long-
term IDR is the higher of the VR and the SRF.

KEY RATING DRIVERS - VR

Morgan Stanley's VR is supported by improving operating
profitability, a solid liquidity position, sound risk management,
and higher-than-average capital position. The VR remains
constrained by wholesale funding risks and challenging industry
prospects given the impact of new regulations and continued global
economic uncertainty.

The VR reflects an expectation that the earnings contribution from
the global wealth management (GWM) business will continue to
increase, based on higher ownership of Morgan Stanley Smith Barney
(MSSB) and an improving operating margin. GWM is a more stable
business versus the institutional securities segment.

The gap in operating performance between Morgan Stanley and
higher-rated U.S. peers continues to narrow. To further improve
consolidated performance, Morgan Stanley will likely increase the
operating margin in GWM (a gradual process) and achieve additional
operational efficiencies in both GWM and the institutional
securities business.

Morgan Stanley has a comparatively higher reliance on capital
market operations than many GTUBs reflecting its focus on the
institutional securities business. However, if Morgan Stanley
achieves continued margin expansion in GWM and attains full
ownership of MSSB, earnings will become more balanced.
Nevertheless, Morgan Stanley's future earnings will not be as
diverse as large universal banks.

Morgan Stanley's capital position continues to improve and remains
a relative strength. Under Basel III, Morgan Stanley's Tier I
common ratio was 9.7% at end-1Q'13 (above the average of the U.S.
GTUBs). This higher capital is considered necessary given a
potentially more volatile and concentrated business mix versus
many more diversified banks.

Liquidity remains at conservative levels. Cash and unencumbered
highly liquid securities totaled $186 billion (23% of total
assets). The Basel III liquidity coverage ratio is estimated by
Morgan Stanley to be well in excess of 100%. This prudent level of
liquidity remains instrumental in reducing Fitch's concerns
regarding wholesale funding risks.

Morgan Stanley is primarily wholesale funded, which Fitch believes
makes it more vulnerable to funding and rollover risks than a
number of GTUB peers. To reduce wholesale funding risk, Morgan
Stanley has reduced reliance on unsecured short-term to minimal
levels with no reliance on 2a-7 funds or commercial paper. The
firm has strong governance of secured funding, including maturity
targets and limits set for each tier of collateral. Deposit
funding is increasing at the subsidiary bank, but deposits remain
a relatively moderate portion of the overall funding mix.

Regulatory and legal issues appear manageable. Morgan Stanley and
peers face new capital markets regulations such as the pending
Volcker Rule and implementation of Basel III capital and liquidity
standards. Morgan Stanley is projected to meet new requirements
well within allowable time frames.

RATING SENSITIVITIES - VR

The VR factors in Fitch core capital in line with current levels
and the management of capital comfortably above Basel III capital
minimums. The VR could be positively affected if Morgan Stanley
further improves operating performance and diversifies the
earnings mix, while maintaining prudent levels of liquidity and
capital. Reductions in economic, financial and regulatory
uncertainties would be contributing factors towards any upward
momentum.

Downward pressure on the VR would result from a material loss,
reduction in capital ratios and/or significant deterioration in
liquidity levels. Likewise, any unforeseen outsized fines,
settlements or other charges could also have adverse rating
implications.

RATING DRIVERS AND SENSITIVITIES - SUBORDINATED DEBT & OTHER
HYBRID SECURITIES

Subordinated debt and other hybrid capital issued by Morgan
Stanley and by various issuing vehicles are all notched down from
Morgan Stanley's VR in accordance with Fitch's assessment of each
instrument's respective nonperformance and relative Loss Severity
risk profiles. Their ratings are primarily sensitive to any change
in the VRs of Morgan Stanley.

RATING DRIVERS & SENSITIVITIES - HOLDING COMPANY

Morgan Stanley's IDRs are equalized with those of its operating
companies and banks, reflecting its role as the bank holding
company, which is mandated in the U.S. to act as a source of
strength for its bank subsidiaries, as well as the use of the
holding company to fund subsidiary operations.

RATING DRIVERS AND SENSITIVITIES - SUBSIDIARY & AFFILIATED
COMPANIES

The IDRs of Morgan Stanley's major rated operating subsidiaries
are equalized with Morgan Stanley's IDR reflecting Fitch's view
that these entities are core to Morgan Stanley's business strategy
and financial profile.

Morgan Stanley is a leading global bank with three business
segments: institutional securities, global wealth management, and
asset management. In September 2008, Morgan Stanley converted to a
bank holding company (BHC) regulated by the Federal Reserve.
Morgan Stanley is currently the sixth largest bank by assets in
the U.S. and designated as a G-SIFI by the Financial Stability
Board.

Fitch has affirmed the following ratings with a Stable Outlook:

Morgan Stanley
-- Long-term IDR at 'A';
-- Long-term senior debt at 'A';
-- Short-term IDR at 'F1';
-- Short-term debt at 'F1';
-- Commercial paper at 'F1';
-- Market linked securities at 'Aemr';
-- VR at 'a-';
-- Subordinated debt at 'BBB+';
-- Preferred stock 'BB';
-- Support at '1';
-- Support floor at 'A'.

Morgan Stanley Bank N.A.
-- Long-term IDR at 'A';
-- Long-term Deposits at 'A+';
-- Short-term IDR at 'F1';
-- Short-term deposits at 'F1';
-- Support at '1'.

Morgan Stanley Australia Finance Ltd
-- Long-term IDR at 'A';
-- Long-term senior debt at 'A';
-- Short-term IDR at 'F1';
-- Short-term debt at 'F1'.

Morgan Stanley Canada Ltd
-- Short-term IDR at 'F1';
-- Short-term debt at 'F1'.
-- Commercial paper at 'F1'.

Morgan Stanley International Finance SA
-- Short-term debt at 'F1'.

Bank Morgan Stanley AG
-- Long-term IDR at 'A';
-- Short-term IDR at 'F1';
-- Support at '1'.

Morgan Stanley Secured Financing
-- Long-term senior debt at 'A';
-- Short-term debt at 'F1'.

Morgan Stanley Capital Trust III-VIII
-- Preferred stock at 'BB+'.


MUD KING: Files Schedules of Assets and Liabilities
---------------------------------------------------
Mud King Products, Inc., filed with the U.S. Bankruptcy Court for
the Southern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $18,959,158
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                   $16,648
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $241,595
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,093,183
                                 -----------      -----------
        TOTAL                    $18,959,158       $3,351,216

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

                           About Mud King

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013.  The petition was signed
by Erich Mundinger as vice president.  The Debtor estimated assets
of at least $10 million and debts of at least $1 million.  Hoover
Slovacek, LLP, serves as the Debtor's counsel.  Judge Karen K.
Brown presides over the case.


MUD KING: Taps Muskat Martinez as Special Litigation Counsel
------------------------------------------------------------
Mud King Products, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Texas for permission to employ Suzanne Lehman
Johnson of Muskat, Martinez & Mahony LLP as special litigation
counsel.

The Debtor relates that the firm represented it in litigation for
misappropriation of trade secret and related actions which was
initiated in Harris County District Court.  The Debtor has denied
the allegations in the litigation and it remains pending, but the
claims against the Debtor have been stayed due to the bankruptcy
filing.

The firm will, among other things:

   a) represent the Debtor in the case styled National Oilwell
      Varco v. Mud King Products, L.L.C. et al., pending in
      the U.S. District Court for the Southern District of Texas;

   b) defend the Debtor in the litigation and assist, advise,
      investigate, file and prosecute counter claims of the Debtor
      related to the litigation;

   c) assist with the estimation and litigation of the National
      Oilwell Varco's claim in the main bankruptcy case.

The hourly rates of the firm's personnel are:

         Suzanne Lehman Johnson            $350
         Gabrielle Moses                   $250
         Paralegals/Legal Assistants    $75 - $125

To the best of the Debtor's knowledge, the firm does not represent
any interest adverse to the Debtor or its estate with respect to
the matters on which counsel will be employed.

                           About Mud King

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013.  The petition was signed
by Erich Mundinger as vice president.  The Debtor estimated assets
of at least $10 million and debts of at least $1 million.  Hoover
Slovacek, LLP, serves as the Debtor's counsel.  Judge Karen K.
Brown presides over the case.


MURRAY ENERGY: Moody's Retains B3 CFR on Revised Refinancing Deal
-----------------------------------------------------------------
Murray Energy Corporation's revised transaction structure is
credit positive, but at this point does not impact the company's
ratings or outlook.

Murray Energy Corporation is a privately-owned coal mining company
founded by its current chief executive officer, Robert E. Murray,
in 1988. Headquartered in St. Clairsville, Ohio, the company
generated revenue of approximately $1.3 billion in 2012.

On May 8, 2013, Moody's affirmed Murray Energy's B3 Corporate
Family Rating following the announcement of a proposed refinancing
transaction. Moody's assigned a Ba3 rating to a proposed senior
secured term loan and Caa1 rating to the proposed senior secured
notes. The rating outlook is stable.


NEIL'S MAZEL: Court Won't Reopen Bankruptcy Case for 2nd Time
-------------------------------------------------------------
Western Mohegan Tribe and Nation of New York failed to convince a
New York bankruptcy judge to reopen the closed bankruptcy case of
Neil's Mazel, Inc. in a May 14, 2013 Memorandum Decision and Order
available at http://is.gd/KdRGx3from Leagle.com.

Western Mohegan, a group of individuals purporting to be an Indian
tribe, filed a second motion to reopen the Neil's Maze case for
the purpose of holding certain parties in contempt and obtaining
various other forms of relief.  In addition, the Second Motion
seeks (i) an order reversing the denial of the First Motion to
Reopen, and (ii) a declaration that Western Mohegan is a sovereign
Indian tribe.

At the heart of the controversy is a real property located at or
near 10 Tamarack Road, Greenfield Park, in New York.  In 2000,
Neil's Maze and the County of Ulster of the State of New York were
engaged in adversarial litigation over the Property, arising out
of Ulster County's prior foreclosure of a tax lien.  Ultimately,
the parties decided to sell their interests in the Property to
Western Mohegan.

On Nov. 13, 2000, Neil's Maze filed a bankruptcy petition under
Chapter 11 (Case No. 00-22010-dte, Bankr. E.D.N.Y.) for the
primary purpose of selling the Property to Western Mohegan for
$1.85 million.  About $950,000 of the sale amount would go to the
Debtor and the rest to Ulster County.  Kera & Graubard served as
the Debtor's bankruptcy counsel.  Ofer Bachar was president of the
Debtor.  Judge Duberstein approved the sale motion in March 2001.
The bankruptcy case was closed on Jan. 18, 2006.

On May 30, 2006, the case was reopened and reassigned to Judge
Dorothy T. Eisenberg.  The case was closed again on March 20,
2008.

Around June 2001, Western got into an agreement with BGA LLC where
BGA served as financier for the purchase of the Property.  The law
firm now known as Nachamie, Spizz, Cohen & Serchuk, P.C., and
Barton Nachamie, Esq., assisted Western in negotiating the deal
with BGA.

However, before the closing of the sale, an amended agreement with
the Debtor was hatched so that the parties agree to two
installment payments of the $950,000 owed to the Debtor.  Pursuant
to the Amended Agreement and as security for Western's payment
obligation, Western Mohegan chief Ronald Roberts executed a
promissory note and a confession of judgment in favor of the
Debtor.  The Note was guaranteed by Bernard Hujda, a member of
BGA.

Subsequently, Mr. Hujda ended up furnishing most of the money need
for the Second Installment due in October 2011.  As security of
this payment, the Debtor assigned the Confession of Judgment to
Mr. Hujda.

Around January 20, 2010, the Nachamie Firm sought to withdraw as
counsel for Western and BGA LLC in connection with the 2008
litigation against Ulster County, citing $127,000 in unpaid legal
fees.  To prevent withdrawal of the Nachamie Firm, on February 2,
2010, BGA (through one of its managing members, Mr. Bernie
Wiczer), Mr. Hujda (on his own behalf), and the Nachamie Firm
entered into a fee agreement whereby Mr. Hujda would assign the
Confession of Judgment to the Nachamie Firm for the purpose of
securing payment of the Nachamie Firm's legal fees.  The parties
apparently contemplated that, if the fees were unpaid, then the
Nachamie Firm could execute upon the Confession of Judgment and
thereby foreclose on the Property. The net proceeds of sale would
first go to paying the Nachamie Firm's fees, after which they
would be distributed to other interested parties as appropriate.

In October 2010, the Nachamie Firm began attempting to foreclose
on the Property, as contemplated in the Fee Agreement.

Western subsequently filed two bankruptcy petitions in efforts to
stay the foreclosure sale of the Property -- the first in March
2012 in an Illinois bankruptcy court and the second in August 2012
in a New York bankruptcy court.  Both petitions have been
dismissed.

Western's First Motion to Re-open sought relief, which include (1)
holding certain parties -- including Mr. Nachamie, Mr. Hujda, the
Debtor, Mr. Bachar, Kera, Ingber, and others -- in contempt for
their roles in the creation and assignment of the Confession of
Judgment; (2) obtaining an Order both extinguishing any
encumbrances on the Property arising before October 16, 2001 and
enjoining the Foreclosure Sale; (3) compelling certain discovery;
(4) a finding of malpractice, fraud, and related wrongs against
Mr. Nachamie and the Nachamie Firm.

In her May 14 decision, Judge Eisenberg said, "The disputes at the
heart of Western's various motions are almost entirely between
Western and other entities, none of whom is a debtor in any open
bankruptcy case. The Debtor's peripheral involvement here is
almost an afterthought; much of the force of Western's arguments
is directed against Messrs. Nachamie, Wiczer, and Hujda, all non-
debtors.  The Property left the estate on October 16, 2001, over
eleven years predating this Memorandum.  Furthermore, this case is
closed, meaning that the estate herein has already been fully
administered. See 11 U.S.C. Sec. 350(a).  Thus, whether or not
Western obtains any of the various forms of relief that it is
seeking, the result cannot possibly have any effect on any estate
being administered in bankruptcy."

Judge Eisenberg adds that the Bankruptcy Court lacks the subject-
matter jurisdiction to grant Western federal acknowledgment as an
Indian tribe.  "The issue raised is simply not 'related to' any
pending bankruptcy case, nor is Western a debtor in any pending
bankruptcy."

Accordingly, the Second Motion to Reopen is denied in all
respects, the judge ruled.

Barton Nachamie, Esq. -- bnachamie@tnsj-law.com -- and Jill
Makower, Esq. --  jmakower@tnsj-law.com -- of Nachamie, Spizz,
Cohen & Serchuk, P.C., f/k/a Todtman, Nachamie, Spizz, & Johns,
P.C. in New York, NY, serve as attorneys for themselves and
alleged contemnor Barton Nachamie, Esq.

Justin W. Gray, Esq. -- gray@maynardoconnorlaw.com -- of Maynard,
O'Connor, Smith & Catalinotto, LLP, in Albany, NY, serves as
Attorney for creditor Ulster County (New York) Department of
Finance.

David B. Cabaniss, Esq. -- dcabaniss@hblaw.com -- of Hiscock &
Barclay, LLP,  in Albany, NY, serves as attorney for alleged
contemnors M. David Graubard and Kera & Graubard.


NEPHROS INC: Stockholders Elect Two Directors to Board
------------------------------------------------------
The 2013 annual meeting of stockholders for Nephros, Inc., was
held on May 13, 2013.  At the meeting, the Company's stockholders
elected John C. Houghton and Paul A. Mieyal to the Company's Board
of Directors for a term expiring at the annual meeting of
stockholders in 2016.  The Company's stockholders also ratified
the appointment of Rothstein Kass as the Company's independent
registered public accounting firm for the fiscal year ending
Dec. 31, 2013.  The stockholders approved the increase in the
number of shares authorized for issuance under the Nephros, Inc.
2004 Stock Incentive Plan by 2,509,283 shares.

In addition, the Company's stockholders approved the compensation
of the Company's named executive officers and approved a proposal
to hold a non-binding advisory vote on the Company?s executive
compensation once every two years.

Separately, the Company registered with the Securities and
Exchange Commission 2,509,283 shares of common stock issuable
under the Company's 2004 Stock Incentive Plan.  The proposed
maximum aggregate offering price is $1.73 million.  A copy of the
Form S-8 is available for free at http://is.gd/oLgrhQ

                           About Nephros

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

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

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


NEWLAND INTERNATIONAL: Explains Filing of Confidential Docs
-----------------------------------------------------------
BankruptcyData reported Newland International Properties filed
with the U.S. Bankruptcy Court a statement regarding the U.S.
Trustee's objection to the Debtors' motion to file under seal
confidential Plan support documents.

The Debtors explain, "As we explained to the Court and the United
States Trustee, at the time of filing the Motion, the Debtor and
Trump Parties were still in the process of documenting the terms
of the concessionary amendments that are part of the Confidential
Documents that would be provided in connection with the Plan.
Indeed, the documentation of these concessionary amendments is
still ongoing at the time of this reply. As promised, however, the
Debtor intends to provide to the Court copies of the Confidential
Documents as soon as possible and in advance of the hearing on the
Motion. Accordingly, the Court will have the opportunity to review
the Confidential Documents and confirm that they not only contain
confidential commercial information, but that Confidential
Documents themselves are confidential commercial information and,
therefore, should be sealed by the Court," the BData report
related, citing court documents.

The steering group of prepetition noteholders filed a joinder to
the Debtors' motion to seal, stating, "The Trump Parties'
agreements, including the Confidential Documents, are crucial for,
and critical to, the Debtor's restructuring, and, without them,
the restructuring as contemplated cannot succeed. The Trump
Parties' confidentiality requirements existed with respect to the
agreements even before the filing of the Debtor's chapter 11 case,
and, as part of their agreeing to the restructuring, the Trump
Parties required that those agreements, which are now being
amended as part of the Debtor's restructuring, continue to be kept
confidential to protect the confidential commercial information
contained therein," the BData report further related.

                            About ACGM

Founded in 1991, ACGM, Inc. -- http://www.acgm.com-- is a
boutique investment banking firm specializing in global special
situations advisory and investment banking transactions for
financial and corporate issuers in the US, Europe, LATAM and the
Middle East, closely integrated with a fixed income sales and
trading capability.

                    About Newland International

Newland International Properties Corp., a unit of Panama-based
Ocean Point Development Corp. that developed luxury hotel and
condominium known as the "Trump Ocean Club International Hotel &
Tower," located in Panama City, Panama, has sought Chapter 11
protection in New York with a bankruptcy exit plan that would
further restructure $220 million secured notes used to finance the
project.

Newland, which filed the bankruptcy petition (Bankr. S.D.N.Y. Case
No. 13-11396) in Manhattan on April 30, 2012, said the Trump Ocean
Club is a multi-use 69-floor luxury tower overlooking the Pacific
Ocean, with luxury condominium residences, a world-class hotel
condominium, a limited number of offices and premier leisure
amenities.  The Trump Ocean Club is located on the Punta Pacifica
Peninsula -- one of the most exclusive neighborhoods in Panama
City.

Newland tapped Gibson, Dunn & Crutcher, LLP, as bankruptcy
counsel; Adames, Duran, Alfaro & Lopez as Panamanian counsel; Epiq
Bankruptcy Solutions, LLC, as claims and notice agent and
tabulation agent; and Gapstone, LLC as financial advisor.

The Debtor estimated assets and debts of $100 million to $500
million.


NORTEL NETWORKS: Objects to UK Pension Trust's Claims
-----------------------------------------------------
BankruptcyData reported that Nortel Networks and its official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a joint objection to the proofs of claim filed by the Nortel
Networks UK Pension Trust Limited.

Nortel and its committee assert, "Nearly five years after various
of Nortel's worldwide affiliates commenced creditor protection
proceedings, the EMEA Debtors...and their private creditors
continue to pursue nearly identical claims against the Debtors in
an unjustifiable attempt to disregard corporate formalities and
export into this chapter 11 case the responsibility for their
foreign claims in order to improve recoveries of a very specific
subgroup of European creditors," the BData report said, citing
court documents.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.


ODYSSEY PICTURES: Delays Form 10-Q for First Quarter
----------------------------------------------------
Odyssey Pictures Corporation said it has not been able to compile
all of the requisite formatted financial data and narrative
information necessary for it to have sufficient time to complete
its quarterly report on Form 10-Q for the interim period ended
March 31, 2013, without unreasonable effort or expense.  The Form
10-Q will be filed as soon as reasonably practicable and in no
event later than May 20, 2013.

                           About Odyssey

Plano, Tex.-based Odyssey Pictures Corp., during the nine months
ended March 31, 2012, realized revenues from the sale of branding
and image design products and media placement services.  The
Company's ongoing operations have consisted of the sale of these
branding and image design products, increasing media inventory,
productions in progress and development of IPTV Technology and
related services.

The Company reported net income to the Company of $34,775 for the
year ended June 30, 2012, compared with net income to the Company
of $60,400 during the prior fiscal year.

Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2012.  The independent
auditors noted that the Company may not have adequate readily
available resources to fund operations through June 30, 2013,
which raises substantial doubt about the Company's ability to
continue as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$1.45 million in total assets, $4.02 million in total liabilities,
and a $2.56 million total stockholders' deficiency.


PARROTT BROADCASTING: Bankr. Court Denies Kani CEO's Claim
----------------------------------------------------------
Bankruptcy Judge Jim D. Pappas disallowed the amended proof of
claim filed by Frederick H.K. Baker, Jr. in the bankruptcy case of
Parrott Broadcasting Limited Partnership (Bankr. D. Idaho Case No.
10-40017).

Mr. Baker filed the amended claim on Oct. 12, 2012, asserting
$43,696 from the Debtor for postpetition rent payments and late
charges accured from January 2010 through February 2011 for the
lease of property for the operation of a transmission tower for
radio broadcasting purposes.

The lease agreement was formerly between Kani Communications, Inc.
and Hilo Broadcasting, LLC.  Mr. Baker is the president and CEO of
Kani.  The Debtor agreed to assume and fulfill obligations under
the Lease when it acquired the assets of radio station KHBC,
including the Tower, from Hilo in 2007.

The Debtor filed a Chapter 11 petition on January 7, 2010.  The
case was converted to a Chapter 7 case on February 9, 2011.  Gary
L. Raindon was named as Chapter 7 trustee.  Brett Cahoon, Esq. --
brc@racinelaw.net -- at RACINE OLSON NYE BUDGE & BAILEY, in
Pocatello, Idaho, serves as counsel to the trustee.

The Trustee objected to the Baker Claim.

Trustee's objection to Kani's POC will be sustained, and the claim
will be disallowed.

Judge Pappas said, "Absent proof to the contrary, Kani, not Baker,
is the creditor, and Baker could not respond on Kani's behalf to
Trustee's objection to the POC.  As a result, Trustee's objection
to the claim may be sustained by default.  Second, because Hilo
was expressly prohibited from assigning the lease, and Kani did
not consent to any assignment to Debtor, no privity of contract
exists between Kani and Debtor sufficient to obligate Debtor for
lease payments.  Finally, even assuming Kani could assert a claim
under the Lease Agreement, any claims for postpetition rent and
late charges is improper absent assumption of the lease during the
bankruptcy case."

Accordingly, the judge sustained the Trustee's objection and
disallowed the Claim.

Bambi Glenn, Esq. -- bglenn@baltimorecountymd.gov -- of the
Baltimore County Office of Law, Towson, Maryland, represents
Baltimore County.

A copy of Judge Pappas' May 13, 2013 Memorandum of Decision is
available at http://is.gd/vOSxlefrom Leagle.com.


PEAK POSITIONING: Delays Filing of 2012 Disclosure Documents
------------------------------------------------------------
Peak Positioning Technologies Inc. on May 16 issued an update on
the situation in compliance with article 4.4 of Policy Statement
12-203 Respecting Cease Trade Orders For Continuous Disclosure
Defaults.  On April 26, 2013 the Company announced that it would
not be able to file its audited financial statements, management
discussion and analysis, and officer certificates for the fiscal
period ended December 31, 2012 within the deadline required by
sections 4 and 5 of Regulation 51-102 Respecting Continuous
Disclosure Obligations.

Due to the delay in filing its 2012 Annual Disclosure Documents,
the Autorite des marches financiers, the Company's principal
regulator, imposed on May 1, 2013, a cease trade order limited to
management, which effectively prohibits the trading, whether
directly or indirectly, of the Company's securities by the
Company's managers or directors.  The cease trade order limited to
management does not prohibit the trading of the Company's
securities by persons who are not managers or directors of the
Company.

Since the date of the imposed cease trade order limited to
management, the Company has obtained the missing information to
allow for the analysis of intangible assets and short-term
royalties receivable on the Company's balance sheet.  The
Company's auditors are now working to complete their audit and
produce the financial statements for approval by Peak's audit
committee and board of directors.  The Company's 2012 audited
financial statements and management discussion and analysis will
be filed by May 31, 2013 at the latest.

The Company intends to comply with the alternative information
guidelines as prescribed by PS 12-203 by issuing bi-weekly news
release updates on the situation, which will be filed on SEDAR,
until the 2012 Annual Disclosure Documents are filed.  Moreover,
all other pertinent information regarding the Company and its
operations has been publicly disclosed.

           About Peak Positioning Technologies Inc.

Peak Positioning Technologies Inc. --
http://www.peakpositioning.com-- is a Canadian software developer
for smartphones and other mobile computing devices, conducting
business primarily in China and North America.  In association
with its partner, LongKey-Hong Kong Ltd, the company has developed
a suite of applications for mobile devices that includes: cloud-
based calendar, e-mail and contacts synchronization, automated
device configuration, and HomeWavea mobility security.  While
LongKey markets the applications in China through its partnerships
with major Chinese telecommunication companies and banks, Peak
plans to similarly market the applications for its own account in
North America.


PERFORMANCE TRANSPORTATION: June 19 Hearing in Suit v. Ford
-----------------------------------------------------------
Bankruptcy Judge Michael J. Kaplan has denied, without prejudice,
Ford Motor Company's motion for summary judgment in two lawsuits
filed against it by Mark S. Wallach, Esq., Chapter 7 Trustee of
Performance Transportation Services, Inc., et al.  Judge Kaplan
said in a ruling April 12 that the two adversary proceedings are
restored to the Calendar Call on June 19, 2013 at 11:30 a.m. for
further scheduling.

The lawsuits are Mark S. Wallach, Esq., Chapter 7 Trustee of
Performance Transportation Services, Inc., et al., Plaintiff, v.
Ford Motor Company, Defendant; and Mark S. Wallach, Esq., Chapter
7 Trustee of Performance Transportation Services, Inc., et al.,
Plaintiff, v. Ford Motor Company, Defendant, AP No. 09-1190 K.,
09-1244K (Bankr. W.D.N.Y.).  A copy of Judge Kaplan's April 12,
2013 Opinion and Order is available at http://is.gd/ncwuPNfrom
Leagle.com.

Attorney for the Plaintiff is Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C. in Buffalo, New York.

Attorneys for Ford Motor Company are Marc N. Swanson, Esq., and
Ronald A. Spinner, Esq., at Miller Canfield Paddock & Stone,
PLC Detroit, Mich.; and Kevin Tompsett, Esq., at Harris Beach
PLLC, in Pittsford, New York.

                 About Performance Transportation

Based in Wayne, Michigan, Performance Transportation Services,
Inc. provided new and use vehicle delivery services in the United
States.  Performance Transportation has facilities in the United
States and Canada.

The Company and its debtor-affiliates filed for Chapter 11
bankruptcy (Bankr. W.D.N.Y. Case No. 07-04746 thru 07-04760) on
Nov. 19, 2007.  When the Debtors filed for protection from their
creditors, they estimated more than $100 million each in assets
and debts.

The Court converted the Debtors' Chapter 11 cases to cases under
Chapter 7 of the Bankruptcy Code, effective as of July 14, 2008.
Mark S. Wallach was appointed as trustee.  Lawyers at Bond,
Schoeneck & King, PLLC, Jones Day, and Hodgson Russ LLP, represent
the Debtors as counsel.

The Debtors first filed for Chapter 11 on Jan. 25, 2006, and the
consolidated plan was confirmed on Dec. 21, 2006.


PHYSICAL PROPERTY: Incurs HK$137,000 Net Loss in First Quarter
--------------------------------------------------------------
Physical Property Holdings Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss and total comprehensive loss of HK$137,000 on
HK$228,000 of total operating revenues for the three months ended
March 31, 2013, as compared with a net loss and total
comprehensive loss of HK$97,000 on HK$231,000 of total operating
revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed HK$9.93
million in total assets, HK$11.59 million in total liabilities,
all current, and a HK$1.66 million total stockholders' deficit.

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

                       http://is.gd/CRDNnr

                     About Physical Property

Located in Hong Kong, Physical Property Holdings Inc., through its
wholly-owned subsidiary, Good Partner Limited, owns five
residential apartments located in Hong Kong.  The Company was
incorporated in the State of Delaware.

Physical Property disclosed a net loss and comprehensive loss of
HK$514,000 on HK$841,000 of rental income for the year ended Dec.
31, 2012, as compared with a net loss and comprehensive loss of
HK$524,000 on HK$835,000 of rental income in 2011.

Mazars CPA Limited, in Hong Kong, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing negative working capital as of
Dec. 31, 2012, and loss for the year then ended, which raised
substantial doubt about its ability to continue as a going
concern.


PLAINS END: Fitch Affirms BB Rating on $117.7MM Sr. Secured Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on Plains End
Financing, LLC's $117.7 million senior secured bonds (senior
bonds), and 'B+' rating on the $20.3 million subordinated secured
notes (sub notes). The affirmation and maintained Stable Outlook
reflects the continued operating stability and stabilization of
operating costs at the current level.

KEY RATING DRIVERS

-- Tolling-Style Contracted Revenues: The project benefits
   from stable and predictable revenues under two 20-year
   fixed-price power purchase agreements (PPAs) with a strong
   utility counterparty, Public Service Company of Colorado
   (PSCo, rated `BBB+' with a Positive Outlook by Fitch).
   Under the tolling-style agreements, the project receives
   substantial capacity payments that account for 82% of
   consolidated revenues and pass through all variable fuel
   expenses to PSCo.

-- Operational Stability Mitigates Cost Increases: The project
   was designed to provide backup generation for nearby wind
   projects due to the intermittency of wind resource. The
   project faces accelerated major maintenance when the
   volatility in wind causes the project to be dispatched at a
   rate higher than anticipated. Dispatch has decreased from
   the 2008 high; however, the project is still susceptible to
   decreased cash flow from accelerated major maintenance.
   This risk is partially mitigated by strong availability and
   a stabilization of the cost profile including property taxes.
   A recent sale of the projects is not expected to heighten
   operating risks.

-- Refinance Risk Poses Threat: The 'B+' rating on the subordinate
   notes reflects the potential for refinance risk in 2023 if the
   project is unable to meet target amortization amounts. Under
   the Fitch rating case, which demonstrates the effect of reduced
   cash flow to the subordinate tranche, there is still sufficient
   cushion to repay the sub notes by 2023. If the project is only
   able to meet the minimum amortization payments, however, there
   would be a balloon in 2023 for the outstanding amount. The
   project is current on all target amortization.

-- Debt Service Profile Remains Consistent: Actual 2012 and
   budgeted 2013 DSCR for both the senior and subordinated debt
   represent an increase from historical performance, but fall
   in line with the current projections, especially under Fitch's
  rating case which incorporates increased dispatch to accelerate
  costs as well as a 5% increase to operating costs and a 10%
  increase to major maintenance. Under this scenario, the average
  DSCR is 1.39x with a minimum of 1.26x at the senior level and
  1.11x and 1.03x at the sub note level.

RATING SENSITIVTIES

-- Further cost savings improvement above the projected level
   could result in an upgrade;
-- Sustained increased dispatch would accelerate major maintenance
   and negatively impact cash flow.

SECURITY
Plains End's obligations are jointly and severally guaranteed by
operating plants Plains End LLC (PEI) and Plains End II LLC
(PEII). The obligations of the issuer and guarantors are secured
by a first-priority perfected security interest in favor of the
collateral agent. The collateral includes all real and personal
property, all project documents and material agreements, all cash
and accounts, and all ownership interests in the issuer and
guarantors. The collateral will be applied first to the senior
secured bonds and then to the subordinated secured notes.

CREDIT UPDATE
PEI and PEII were sold recently by Energy Investors Funds (EIF) to
affiliates of Tyr Energy, Inc. (Tyr), John Hancock Financial
Services and Prudential Capital Group. Tyr will act as the asset
and commercial manager while NAES Corporation (NAES) will remain
as operator, supporting operational stability. Both Tyr and NAES
have the same parent company, ITOCHU Corporation, demonstrating a
further alignment of interests.

Operationally, the project has continued to maintain high
availability with an average of 99.5% across PEI and PEII in 2012.
During 2012, there was decreased dispatch at both of the projects,
resulting in an overall capacity factor of 4.8% compared to budget
of 9.7%. The decreased dispatch was related to a mild winter in
Colorado combined with increased usage of a utility-owned hydro
pumped storage facility for peak energy. Decreased dispatch is
beneficial to the project as the majority of revenues are derived
from capacity payments, while increased dispatch reduces cash flow
through accelerated major maintenance and increased operating
expenses.

The project has historically faced challenges regarding increased
property taxes which had a material impact on the cash flow
profile. Former owner EIF appealed the property taxes paid and a
resolution was reached, which helps to stabilize projected
property taxes going forward. Fitch notes that the projects remain
exposed to future changes in tax treatment.

Plains End is indirectly owned by Tyr Energy (50%), John Hancock
(35%) and Prudential (15%) following the May 2013 sale. Plains End
was formed solely to own and develop two gas-fired peaking
projects, PEI and PEII, located in Arvada, Jefferson County,
Colorado. The plants are peaking facilities used primarily as a
back-up for wind generation, as well as other generation sources,
in Colorado with a combined capacity of 228.6 MW. Combined cash
flows from both plants service the obligations under the two bond
issues.

PEI and PEII have long-term PPAs structured as tolling contracts
with PSCo that expire in 2028. Under the PPAs, PSCo has a right to
all of the capacity, energy and dispatch of the facilities. PEI
and PEII receive capacity payments and variable energy payments
that generally reimburse their variable operating expenses.


PLAZA VILLAGE: June 17 Hearing on Motions to Dismiss Case
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
will convene a hearing on June 17, 2013, at 2 p.m., to consider
motions to dismiss the Chapter 11 case of Plaza Village Senior
Living, LLC.

The Debtor sought dismissal of the case because it has been able
to resolve the financial difficulty outside of the Bankruptcy
Court and it has the support of the creditors for dismissal.

On April 29, Pacific Horizon Mortgage Investors I, LLC, the only
unsecured creditor who is a non-insider, requested dismissal of
the Debtor's case, stating that:

   1. Darryl Clubb did not have the authority to file the case;
      and

   2. the case was filed in bad faith.

              About Plaza Village Senior Living, LLC

Plaza Village Senior Living, LLC, filed a Chapter 11 petition
(Bankr. S.D. Cal. Case No. 13-02723) on March 19, 2013.  Darryl
Clubb signed the petition as managing member.  The Debtor
scheduled assets of $11,533,346 and scheduled liabilities of
$15,751,246.  Andrew H. Griffin, III, Esq., of Law Offices of
Andrew H. Griffin, III, serves as the Debtor's counsel.

On March 27, the bankruptcy case was transferred to the calendar
of Bankruptcy Judge Peter W. Bowie for all further matters and
hearing.

Tiffany L. Carroll, Acting U.S. Trustee for Region 15, was unable
to appoint an official committee of unsecured creditors.


POST HOLDINGS: Moody's Warns of Possible Downgrade for 'Ba3' CFR
----------------------------------------------------------------
Moody's Investors Service commented that Post Holdings Inc.'s Ba3
Corporate Family Rating has come under pressure because it has
turned to acquisitions before it has stabilized its core ready-to-
eat cereal business. Moody's warned that the company could suffer
a downgrade if the strategy shift causes leverage to go higher.
The ratings outlook is currently negative.

"While the two recently announced acquisitions in natural and
organic foods will strengthened Post's business mix towards faster
growing categories, they also add financial and operational risk
at a time when the company is still struggling to stabilize the
operating performance of its core cereal business, " commented
Brian Weddington, a Moody's Senior Credit Officer.

On May 9, 2013 Post announced that it had agreed to acquire the
branded and private label cereal, granola and snacks business of
Hearthside Foods Solutions for $158 million or approximately 9
times EBITDA. This acquisition follows a smaller $9.2 million
acquisition of Attune Foods in December 2012 that established for
Post a branded platform of non-GMO and organic cereals. The two
acquisitions will be operated as separate business unit from
Post's core ready-to-eat cereal business.

Post Holdings, Inc. based in St. Louis Missouri, is a leading
manufacturer of branded ready-to-eat cereals that are sold in the
United States and Canada. Post is the third largest seller of RTE
cereals in the U.S. behind Kellogg and General Mills with an
approximate 10.5% market share. The company's brands include Honey
Bunches of Oats, Pebbles, Great Grains, Grape-Nuts, Shredded
Wheat, Raisin Bran, Golden Crisp, Alpha Bits, and Honeycomb. For
the last twelve months ended March 2013, Post generated sales of
$975 million.


POWERWAVE TECHNOLOGIES: Creditors Say Sale Leaves Nothing
---------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a federal judge
in Delaware approved the sale of bankrupt Powerwave Technologies
Inc.'s inventory to a consortium of auction firms for $6.6
million, but held off deciding whether to OK the contested sale of
the company's intellectual property to its senior secured lender
during the Chapter 11 auction.

According to the report, U.S. Bankruptcy Judge Mary F. Walrath
said she needed to see the 600-page bid for the California-based
wireless network maker's portfolio of intellectual property,
including nearly 800 U.S. and foreign patents, in order to approve
the sale.

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Cal., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.

Prepetition secured lender, P-Wave Holdings LLC, is represented by
Martin A. Sosland, Esq., and Joseph H. Smolinsky, Esq., at Weil
Gotshal & Manges LLP; and Mark D. Collins, Esq., and John H.
Knight, Esq., at Richards Layton & Finger.

The Official Committee of Unsecured Creditors has retained Sidley
Austin LLP; Young Conaway Stargatt & Taylor LLP; and Zolfo Cooper,
LLC.


POWERWAVE TECHNOLOGIES: Sale OK'd After Creditors Strike Deal
-------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a fight between
the creditors committee and the senior secured lender in the
Powerwave Technologies bankruptcy case over a disappointing $17
million bid for the company was resolved Thursday when the two
sides came to a last-minute settlement that will allow the Chapter
11 sale to go forward but still provide a small return for
unsecured creditors.

According to the report, the agreement, approved by U.S.
Bankruptcy Judge Mary F. Walrath, will see the committee withdraw
its objection to the sale, while getting a $150,000 disbursement
from a senior lender.

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Cal., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.

Prepetition secured lender, P-Wave Holdings LLC, is represented by
Martin A. Sosland, Esq., and Joseph H. Smolinsky, Esq., at Weil
Gotshal & Manges LLP; and Mark D. Collins, Esq., and John H.
Knight, Esq., at Richards Layton & Finger.

The Official Committee of Unsecured Creditors has retained Sidley
Austin LLP; Young Conaway Stargatt & Taylor LLP; and Zolfo Cooper,
LLC.


PRECISION AIRMOTIVE: Dismissed in Lewis Product Liability Suit
--------------------------------------------------------------
District Judge Harvey Bartle III granted the voluntary dismissal
of defendants Precision Airmotive Corporation and Precision
Airmotive LLC in the lawsuit PAMELA LEWIS, et al. v. LYCOMING, et
al., Civil Action No. 11-6475 (E.D.Pa.) in a May 1, 2013
Memorandum available at http://is.gd/TbcJVQfrom Leagle.com.

The plaintiffs are Pamela Lewis, individually and as personal
representative of the estate of Steven Edward Lewis, deceased, and
Keith Whitehead and John Wroblewski as co-personal representatives
of the estate of Philip Charles Gray, deceased.  The decedents,
British subjects and residents of the United Kingdom, were killed
in a helicopter crash on September 22, 2009, near Blackpool in
Lancashire, England.  All of the defendants allegedly played some
role in either the design, manufacture, assembly or sale in the
United States of the helicopter or its parts.  The complaint
contains claims for damages on theories of product liability,
negligence, breach of warranty, and concert of action.

The lawsuit was originally commenced in the Court of Common Pleas
of Philadelphia County, and was later removed to the U.S. District
Court for the Eastern District of Pennsylvania.

The Precision defendants allegedly manufactured the fuel injector
servo in the helicopter that crashed.  Plaintiffs aver that this
component caused or contributed to the loss of power that resulted
in the crash.

The Precision defendants filed a voluntary petition for relief
under Chapter 11 on Dec. 7, 2012 (Bankr. W.D. Wash. Case No.
12-22154).

Subsequently, Plaintiffs reached an agreement with the Precision
defendants to dismiss them voluntarily from the case, and in
return, the Precision defendants would withdraw their objections
to the inspection of the aircraft wreckage.

The remaining defendants, Avco Corporation, Lycoming Engines,
Textron Systems Corporation, Textron, Inc., Schweizer Aircraft
Corporation, Schweizer Holdings, Inc., Sikorsky Aircraft
Corporation, United Technologies Corporation, and Champion
Aerospace LLC, opposed the dismissal request.

In his May 1 decision, Judge Bartle disagreed with the remaining
defendants that they would be substantially prejudiced by a
dismissal of the Precision defendants.  The judge noted that the
Plaintiffs are not settling with the Precision defendants for any
sum of money but rather are dismissing those defendants entirely
from the action.  "Accordingly, this situation is the same as if
the plaintiffs had chosen not to sue the Precision defendants
originally -- a decision which they would have been free to make."

The judge added the non-Precision defendants may seek discovery
from the Precision defendants if they are dismissed from the
action through Rule 45 of the Federal Rules of Civil Procedure.


PURADYN FILTER: Incurs $416,600 Net Loss in First Quarter
---------------------------------------------------------
Puradyn Filter Technologies Incorporated filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $416,685 on $574,488 of net sales
for the three months ended March 31, 2013, as compared with a net
loss of $231,979 on $751,502 of net sales for the same period
during the prior year.

The Company's balance sheet at March 31, 2013, showed $1.48
million in total assets, $10.93 million in total liabilities and a
$9.45 million total stockholders' deficit.

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

                        http://is.gd/ettMxm

                        About Puradyn Filter

Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) designs, manufactures and markets the puraDYN's Oil
Filtration System.

Puradyn Filter reported a net loss of $2.22 million on $2.57
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $1.61 million on $2.67 million of net sales
during the prior year.

Liggett, Vogt & Webb, P.A., in Boynton Beach, 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 suffered recurring losses from
operations, its total liabilities exceed its total assets, and it
has relied on cash inflows from an institutional investor and
current stockholder.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


REVEL AC: New Jersey Casino Regulators Approve Recovery Plan
------------------------------------------------------------
Wayne Parry, writing for The Associated Press, reported that Revel
was given a second chance from New Jersey casino regulators, and
now it's seeking the same thing from customers.

According to the AP report, in winning a reprieve, the bankrupt
casino acknowledged several big mistakes, including preventing its
guests from smoking; not paying enough attention to slots players;
and booking too many hip acts at the expense of other forms of
entertainment.

The state Casino Control Commission approved Revel's
reorganization plan, which will eliminate $1.2 billion of its $1.5
billion in debt by giving lenders an 82 percent ownership stake,
the AP report related. That plan was approved by a bankruptcy
court judge on Monday, and Revel anticipates formally emerging
from bankruptcy.

"Everybody deserves a second chance," Jeffrey Hartmann, Revel's
interim CEO, told AP. "We're looking for a second chance. We are
trying to listen to and respond to customers. We probably didn't
do a great job of that last year."

Regulators' approval did not come easily, as commissioners and a
representative of the state Division of Gaming Enforcement
expressed serious concerns about Revel's ability to turn itself
around and save its 4,600 jobs, according to AP.

"Absent a significant increase in slot revenues, Revel is still
going to be in trouble," Jack Adams, a deputy attorney general,
told AP. "Revel will still struggle to survive in this market. Can
there be this turnaround, and can it happen when Revel says it
will?"

As previously reported by The Troubled Company Reporter, the U.S.
Bankruptcy Court for the District of New Jersey (Camden) has
confirmed Revel's prepackaged plan of reorganization under Chapter
11 of the Bankruptcy Code.  The Plan was unanimously accepted by
creditors voting on the plan in connection with the Company's
voluntary pre-packaged solicitation of votes.  Revel expects to
emerge from Chapter 11 before the end of May after the conditions
to effectiveness of the plan are satisfied.

Revel has secured $350 million in exit financing, including a $75
million revolver to fund working capital and a $275 million term
loan, which will be used to pay expenses related to the
restructuring and repay the outstanding borrowings under the
debtor-in-possession financing.

The Plan will substantially reduce Revel's debt load from
approximately $1.52 billion to $272 million, through an exchange
of debt for equity, and annual interest expense will decrease from
approximately $102 million to $46 million.  A significant amount
of the cash that was previously used for interest payments will
now be available to fund ongoing operations.  On a cash basis, the
interest expense will be reduced by 96%, from $102 to $4 million,
thereby improving cash flow.

                            About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.


RG STEEL: Seeks Court Approval of USEPA Settlement
--------------------------------------------------
RG Steel LLC filed a motion seeking court approval to settle the
claims of the U.S. Environmental Protection Agency.

Under the deal, the agency can assert a general unsecured claim
against each of RG Steel's affiliates: RG Steel Wheeling LLC, RG
Steel Warren LLC and RG Steel Sparrows Point LLC.  Together, the
claims assert more than $19.8 million.  A copy of the agreement is
available for free at http://is.gd/R0Ltmi

The claims stemmed from the steel makers' alleged violation of
U.S. environmental protection laws, according to a May 16 court
filing.

Judge Kevin Carey will hold a hearing on July 30 to consider
approval of the proposed settlement.  Objections are due by July
16.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


ROSETTA GENOMICS: Amends 2012 Annual Report
-------------------------------------------
Rosetta Genomics Ltd. has amended its annual report for the fiscal
year ended Dec. 31, 2012, originally filed with the Securities and
Exchange Commission on March 22, 2013, for the purpose of amending
Exhibit 4.17 under Item 19 of Part III of the Original Filing.
Exhibit 4.17 is the Revised Co-Marketing Agreement, dated Oct. 11,
2012, by and between Rosetta Genomics Ltd., Rosetta Genomics, Inc.
and Precision Therapeutics, Inc.  A copy of the Form 20-F, as
amended, is available for free at http://is.gd/fzNoGE

                           About Rosetta

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

Rosetta Genomics disclosed a net loss of US$10.45 million on
US$201,000 of revenue for the year ended Dec. 31, 2012, as
compared with a net loss of US$8.83 million on US$103,000 of
revenue during the prior year.  The Company's balance sheet at
Dec. 31, 2012, showed US$32.53 million in total assets, US$1.63
million in total liabilities and US$30.90 million in total
shareholders' equity.

                        Bankruptcy Warning

In its annual report for the year ended Dec. 31, 2012, the Company
said:

"We will require substantial additional funding and expect to
augment our cash balance through financing transactions, including
the issuance of debt or equity securities and further strategic
collaborations.  On December 7, 2012, we filed a shelf
registration statement on Form F-3 with the SEC for the issuance
of ordinary shares, various series of debt securities and/or
warrants to purchase any of such securities, either individually
or in units, with a total value of up to $75 million, from time to
time at prices and on terms to be determined at the time of such
offerings.  The filing was declared effective on December 19,
2012.  However there can be no assurance that we will be able to
obtain adequate levels of additional funding on favorable terms,
if at all.  If adequate funds are not available, we may be
required to:

   * delay, reduce the scope of or eliminate certain research and
     development programs;

   * obtain funds through arrangements with collaborators or
     others on terms unfavorable to us or that may require us to
     relinquish rights to certain technologies or products that we
     might otherwise seek to develop or commercialize
     independently;

   * monetizing certain of our assets;

   * pursue merger or acquisition strategies; or

   * seek protection under the bankruptcy laws of Israel and the
     United States."


SAN JOSE RDA: Fitch Keeps 'BB' Rating on Negative Rating Watch
--------------------------------------------------------------
Fitch Ratings maintains the Negative Rating Watch on the following
San Jose Redevelopment Agency, CA (the RDA) non-housing tax
allocation bonds (TABs):

-- $232 million merged area redevelopment projects TABs, series
   2003, 2008A and 2008B at 'BB';

-- $1.4 billion merged area redevelopment projects TABs, series
   1993, 1997, 1999, 2002, 2004A, 2005A, 2005B, 2006A-T, 2006B,
   2006C, 2006D, 2007A-T, 2007B at 'BB-'.

The non-housing TABs remain on Negative Watch

SECURITY
The merged area TABs are secured by gross tax increment revenue
from the project area net of certain senior pass-throughs and the
20% set-aside for housing. All TABs are also secured by debt
service reserve funds; however, only the merged area redevelopment
project TABs, series 2003 and 2008A and 2008B, benefit from a
cash-funded reserve.

KEY RATING DRIVERS

LITIGATION-RELATED DOWNSIDE RISK REMAINS: The maintenance of the
Negative Rating Watch reflects continued near-term rating risk to
the TABs due primarily to litigation between the successor agency
to the RDA (SA) and the county. The lawsuit would reduce debt
service coverage to about 1 times (x). The court issued a
tentative ruling in April in the agency's favor and a final ruling
is expected in late June.

CASH REFUNDS PRESSURE COVERAGE: Cash refunds for appeals granted
and other negative roll corrections have reduced debt service
coverage in the prior and current fiscal year to very narrow
levels. Estimates for remaining refunds payable suggests such
pressure will continue for at least another fiscal year.

STILL HIGH APPEALS; GROWING AV: In addition, pending appeals,
while down considerably compared to a year ago, still represent a
significant portion of assessed valuation (AV). Given the very low
debt service coverage even if the agency prevails in court,
appeals granted could reduce debt service coverage to below 1
times (x) depending on when refunds are made. Meanwhile, based on
preliminary information provided by the county assessor, project
area secured AV is likely to increase moderately in fiscal 2014.

DISPUTE WITH COUNTY: Fitch expresses concern that disputes with
the county could impede progress on current and future issues that
may arise.

HIGHLY CONCENTRATED, VOLATILE TAX BASE: Taxpayer and industry
concentration remains a concern. Fiscal year 2013 top 10 taxpayers
represent 32% of assessed value (AV) with the largest taxpayer at
11.3%. Furthermore, the concentration in the volatile technology
sector poses additional risk, though the industry is currently in
an expansion phase.

BIFURCATION OF RATINGS DUE TO RESERVES: The lower rating on the
merged project area TABs without cash-funded debt service reserve
funds reflects the minimal value Fitch places on debt service
reserve fund surety policies.

RATING SENSITIVITIES

ADVERSE OPINION ON LAWSUIT: If the judge decides in favor of the
county's position that the tax over-ride revenues are not pledged
to bondholders, already narrow debt service coverage would be
reduced to about sum-sufficient and could result in a downgrade.

OUTSTANDING APPEALS: Despite the substantial reduction in
outstanding appeals for fiscal 2013, the risk of reduction in
pledged revenue due to these appeals and payouts for appeals
granted but not yet refunded continues to pressure pledged
revenue.

CREDIT PROFILE
San Jose, with a population of about 970,000, is located in the
center of Silicon Valley, about 55 miles south of San Francisco.
The agency's merged project area covers over 8,000 acres or
roughly 7% of the city acreage.

COUNTY LAWSUIT COULD REDUCE DEBT SERVICE COVERAGE
The county is withholding about $7.8 million in annual tax revenue
derived from voter-approved tax overrides the agency contends is
pledged to bondholders. The SA filed a lawsuit in superior court
and the court issued a tentative ruling in the SA's favor in
April. A final ruling is expected in late June. In the meantime,
these funds will be kept in escrow. If the SA does not receive the
$7.8 million for fiscal 2013, debt service coverage on the merged
project area TABs is estimated at about 1.07x before AV
adjustments and appeals and a very narrow 1.03x after granted
refunds.

UNDERLYING CREDIT PRESSURED BUT IMPROVING
San Jose's economy continues to improve markedly. Job growth is
among the fastest in the country and was an impressive 3.5% from
March 2012 to March 2013. The city and agency benefit from above-
average economic indicators, including median household income and
per capita income at 153% and 121% of the national averages,
respectively, and a poverty rate about 77% of the national
average.

According to information provided by the agency's fiscal
consultant and the county, fiscal 2013 AV increased about 2.1%
over fiscal 2012. This is better than the 1.7% previously
forecast. Despite this improvement, AV remains under pressure due
to appeals. In fiscal 2013, adjustments and appeals to fiscal 2012
resulted in a 2% decline in pledged revenues. This follows a
similar sized adjustment the prior year.

The number and value of unresolved appeals in the project area
decreased sharply in fiscal 2013. However, there remain 643
appeals outstanding for fiscal years 2011 and 2012 plus an
additional 217 filed for fiscal 2013. The combined disputed value
of all outstanding appeals is about $7.5 billion, down from $9.4
billion as of March 2012. Fitch believes long-term prospects for
economic growth in the city and project area are favorable, but
the appeals may result in a somewhat uneven AV and pledged revenue
recovery over the medium term.

LARGE PROJECT AREA; HIGHLY CONCENTRATED
The merged project area is sizeable, covering 28 non-contiguous
square miles and spanning 20 miles north to south. It encompasses
21 component areas including industrial, downtown, and
neighborhood business districts. The commercial/industrial
component is the largest and includes companies such as Cisco
Systems Inc., eBay, Hitachi and Adobe and others which are a vital
part of the regional, state and national economy.

Despite its large size, the project area tax base is highly
concentrated in its top taxpayers and in the high technology
sector. This sector has experienced significant volatility in
recent years. The tax base also includes high levels of personal
property & equipment (PP&E), whose AV tends to be more volatile:
increasing steeply with an up-cycle as investments in business
equipment are made and then declining in a down-cycle as the
equipment is depreciated and not replaced or becomes obsolete.

The vast majority of total project area AV is for industrial -
primarily research and development - and commercial uses, with a
moderate residential component. In addition, unsecured property,
mostly personal property, accounts for a large amount of project
area AV.
Taxpayer concentration remains above average with fiscal 2012 top
10 taxpayers representing 32% of AV and 34% of incremental AV
(IV). The largest taxpayer, Cisco, constitutes 12% of the project
area's IV, down from about 15% due largely to granted appeals.
Total PP&E represents a high 20% of fiscal 2013 total AV, but this
is down substantially from a high of 30.1% in fiscal 2002 and 23%
in fiscal 2012.

VOLATILE AV; NARROW COVERAGE; MINIMAL ADDITIONAL RESOURCES
Along with AV and IV, pledged revenue trends have been volatile in
recent years, ranging from a gain of 32.6% in fiscal 2002 to 14%
and 12% losses in fiscal years 2004 and 2005, respectively. The
bulk of the AV losses stemmed from reductions in AV for PP&E,
which can fall steeply during economic downturns. After increasing
in fiscal years 2007 through 2010, AV declined in fiscal 2011 and
2012 by 7.5% and 1.8%, respectively.

Fiscal 2013 AV increased a modest 2.1% and estimates for fiscal
2014 secured AV are favorable. Given ongoing development in the
project area and the economic growth in the technology industry,
Fitch expects AV growth to continue over the medium term. However,
the potential for outstanding appeals from previous years
constraining AV and revenue gains remains a risk.

For fiscal 2013, including a $5.4 million negative revenue
adjustment for appeals granted for previous years and other roll
corrections, pledged revenues of about $131 million would not be
sufficient to cover $133 million in debt service without $10
million transferred to the SA from the city's housing department
per instructions from the state controller.

Fitch's base case assumes underlying AV increases 1% in fiscal
2014 and remaining granted but unrefunded appeals are paid out
($4.8 million). The resulting pledged revenues would be
approximately $133.3 million, just covering debt service of $133
million. Should the agency prevail in the lawsuit regarding the
tax override revenues, debt service coverage for fiscal 2014 would
rise to a still very narrow 1.06x.


SANDUSKY LIMITED: PBGC Pension Calculation for Burmeister Correct
-----------------------------------------------------------------
A Columbia district court finds that the provisions of the
Sandusky Limited pension plan and the collective bargaining
agreement in effect when the plan was terminated fully support the
decision of the Appeals Board sustaining the Pension Benefit
Guaranty Corporation's calculations of Franklin J. Burmeister's
monthly pension benefit.

Mr. Burmeister was formerly employed by Sandusky and was
represented by the International Union, United Automobile,
Aerospace and Agricultural Implement Workers of America, Local
1957 ("UAW") during his employment there.

Sandusky established a pension plan for its hourly employees and
maintained a collective bargaining agreement with its employees.
The Company filed for bankruptcy protection under Chapter 11 on
Nov. 8, 2006 and ceased all operations on Dec. 22, 2006.  The
Pension Plan was terminated and PBGC became the statutory trustee
of the Plan.

In his civil action, Mr. Burmeister complained that the PBGC
underpaid his pension benefit because PBGC ignored negotiated
changes to benefit terms embodied in a 1999-2002 collective
bargaining agreement, before PBGC assumed responsibility in 2006.

In a May 6, 2013 Opinion, District Judge Rosemary M. Collyer held
that, whatever the meaning of the parties' negotiations in 1999,
their agreement to change benefits was never reflected in an
amendment to the pension plan and was not included in the 2002-
2007 collective bargaining agreement, during which Sandusky filed
for bankruptcy protection.

The District Court finds that PBGC's Appeals Board did not violate
the Administrative Procedure Act, 5 U.S.C. Sec. 701 et seq., when
it concluded that the PBGC correctly determined Mr. Burmeister's
monthly pension benefit in 2011 according to the terms of the
pension plan without the temporary 1999-2002 contract change.

The civil action is FRANKLIN J. BURMEISTER, et al., Plaintiffs, v.
PENSION BENEFIT GUARANTY CORPORATION, Defendant, Civil Action No.
12-973 (RMC) (D. D.C.).  A copy of Judge Collyer's May 6, 2013
Opinion is available at http://is.gd/ePQw3Sfrom Leagle.com.


SCHAHIN OIL: Fitch Withdraws 'BB-' Rating on $685MM Debt
--------------------------------------------------------
Fitch Ratings has withdrawn the expected USD685 million debt
issuance of Schahin Oil & Gas Ltd, which was rated 'BB- (exp)'.
The rating has been withdrawn due to the suspension of the
expected debt issuance.


SCHOOL SPECIALTY: IRS, Noteholders Object to Plan
-------------------------------------------------
BankruptcyData reported that the Internal Revenue Service (IRS)
filed with the U.S. Bankruptcy Court an objection to School
Specialty's Amended Joint Plan of Reorganization.

The IRS objects to the third party non-debtor limitation of
liability, exculpation, injunction and release provisions because
they violate the Anti-Injunction Act, according to the BData
report.

Certain holders of Convertible Subordinated Debentures due 2016
also filed an objection to the Plan and related Disclosure
Statement and requested adjournment of the confirmation hearing
due to the Debtors' failure to disclose material elements of their
Plan, the report added.

The noteholders assert, "While this Objection lists numerous fatal
flaws in the Plan and Disclosure Statement which independently bar
confirmation, the crux of the problem from both a legal and
business perspective is that the convertible noteholders who also
hold the $155 million DIP loan (including those who hopped off the
statutory creditors' committee to procure for themselves a
participation in the DIP loan) have negotiated with the Debtors to
have the loan repaid with a combination of cash and 87.5%
ownership of the reorganized Debtors, to the exclusion of all
other holders of the Convertible Notes, including the Objecting
Noteholders. To make matters worse, as of the filing of this
Objection, the Debtors have not even disclosed the deal -- how
much cash is being repaid and how much of the DIP loan will be
repaid with purchasing 87.5% of the equity of the reorganized
Debtors? Whatever the deal is, it is so good that last week the
holders of the DIP loan rejected the Objecting Noteholders' offer
to purchase their pro rata share of the DIP loan at par in cash.
Put differently, the Debtors' undisclosed plan terms are superior
to repayment of the DIP loan in full in cash," the BData report
added.

The Court previously scheduled a May 20, 2013 confirmation
hearing.

                      About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013.  The petition estimated
assets of $494.5 million and debt of $394.6 million.

The Debtors are represented by lawyers at Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP.
Alvarez & Marsal North America LLC is the restructuring advisor
and Perella Weinberg Partners LP is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The ABL Lenders are represented by lawyers at Goldberg Kohn and
Richards, Layton and Finger, P.A.  The Ad Hoc DIP Lenders led by
U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan
LLP, and Duane Morris LLP.  The lending consortium consists of
some of the holders of School Specialty Inc.'s 3.75% Convertible
Subordinated Notes Due 2026.

The Official Committee of Unsecured Creditors appointed in the
case is represented by lawyers at Brown Rudnick LLP and Venable
LLP.

Bayside is represented by Pepper Hamilton LLP and Akin Gump
Strauss Hauer & Feld LLP.

School Specialty in April 2013 decided to reorganize rather than
sell.  The company filed a so-called dual track plan that called
for selling the business at auction on May 8 or reorganizing while
giving stock to lenders and unsecured creditors.  The company
later served a notice that the auction was canceled and the plan
would proceed by swapping debt for stock to be owned by lenders,
noteholders, and unsecured creditors.


SPEEDEMISSIONS INC: Incurs $270,700 Net Loss in First Quarter
-------------------------------------------------------------
Speedemissions, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $270,772 on $1.88 million of revenue for the three months ended
March 31, 2013, as compared with a net loss of $116,782 on $1.92
million of revenue for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $2.56
million in total assets, $2.02 million in total liabilities, $4.57
million in series A convertible, redeemable preferred stock, and a
$4.04 million total shareholders' deficit.

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

                        http://is.gd/DyZOz8

                       About Speedemissions

Tyrone, Georgia-based Speedemissions, Inc., is a test-only
emissions testing and safety inspection company.

The Company reported a net loss of $281,723 for the nine months
ended Sept. 30, 2012.  The Company reported a net loss of $1.6
million in 2011, compared with a net loss of $2.2 million in 2010.

After auditing the 2011 results, Habif, Arogeti & Wynne, LLP, in
Atlanta, Georgia, expressed substantial doubt about
Speedemissions' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a capital deficiency.


SPLIT VEIN: Top Executive Held in Contempt for Withholding Info
---------------------------------------------------------------
Bankruptcy Judge Mary D. France found Elwood Swank in civil
contempt for violating a Pennsylvannia bankruptcy court's Feb. 17,
2013 order directing Swank to provide information regarding the
location and amount of certain funds he was paid as president and
sole stockholder of Split Vein Coal Company, Inc.

Split Vein was engaged in the recovery, reprocessing and sale of
coal refuse.  If filed for a Chapter 11 petition on May 19, 2003
(Bankr. M.D.Penn., Case No. 1:03-bk-2974 MDF).

The matter stems from an adversary proceeding Lawrence G. Frank,
counsel for the Debtor, commenced against Mr. Swank for the return
of fund proceeds awarded in relation to a separate lawsuit of the
Debtor with Gilberton Coal Company, Inc. that are in Mr. Swank's
possession.

The adversary proceeding is SPLIT VEIN COAL COMPANY, INC.,
Plaintiff v. ELWOOD SWANK, Defendant. v. VICTOR KOCUR, Intervenor,
Adv. Pro. No. 1:13-ap-00028 MDF (Bankr. M.D. Pa.).  A copy of
Judge France's May 14, 2013 Opinion is available at
http://is.gd/VP1uEAfrom Leagle.com.




START SCIENTIFIC: Incurs $155K Net Loss in 1st Quarter
------------------------------------------------------
Start Scientific, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $155,428 on $nil revenue for the three
months ended March 31, 2013, compared with a net loss of $67,137
on $nil revenue for the same period last year.

The Company's balance sheet at March 311, 2013, showed
$25.2 million in total assets, $1.2 million in total current
liabilities, and stockholders' equity of $24.0 million.

As reported in the TCR on April 24, 2013, Morrill & Associates, in
Clinton, Utah, expressed substantial doubt about Start
Scientific's ability to continue as a going concern, citing the
Company's negative working capital, negative cash flows from
operations, and recurring operating losses.

Start Scientific said, "The Company's stockholders' deficit at
March 31, 2013 was $23,986,117 and had a working capital deficit,
continued losses, and negative cash flows from operations.  These
factors combined, raise substantial doubt about the Company's
ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/aa6Joc

San Antonio, Texas-based Start Scientific, Inc., was, prior to
April 2012, a reseller of technology-related hardware and
software, including laptops, desktops, networking devices,
telecommunication systems and networks, servers and software.  In
April, 2012 in connection with the acquisition of two separate
one-fourth (1/4) working interests in certain oil and gas leases
located in Yazoo County, Mississippi, its principal business
became the exploration, development, and production of oil and gas
interests.

On May 16, 2012, the Company entered into an agreement to acquire
all of the outstanding shares of Carpathian Energy, in exchange
for 90,000,000 shares of restricted common stock of the Company.
Carpathian is a Romanian limited liability company engaged in oil
& gas exploration and development.  Pursuant to the terms of
agreement entered into in connection with the Acquisition, the
former owners of Carpathian may rescind the Acquisition and
reclaim the shares of Carpathian in the event that the Company
does not invest at least $5 million toward development of
Carpathian's oil and gas assets.


STRATUS MEDIA: Delays Form 10-Q for First Quarter
-------------------------------------------------
Stratus Media Group, Inc., informed the U.S. Securities and
Exchange Commission it requires additional time to complete the
financial statements for the three months ended March 31, 2013,
and cannot, without unreasonable effort and expense, file its Form
10-Q on or before the prescribed filing date.

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

Stratus Media disclosed a net loss of $6.84 million on $374,542 of
total revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $23.63 million on $570,476 of total revenues for the
year ended Dec. 31, 2011.  The Company's balance sheet at Dec. 31,
2012, showed $2.44 million in total assets, $20.85 million in
total liabilities, all current, and a $18.40 million total
shareholders' deficit.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that Stratus Media has suffered recurring losses
and has negative cash flow from operations which conditions raise
substantial doubt as to the ability of the Company to continue as
a going concern.


SUPERVALU INC: Fitch Gives B- IDR & Rates New $400MM Notes CCC+
---------------------------------------------------------------
Fitch Ratings has assigned a rating of 'CCC+/RR5' to SUPERVALU
Inc.'s (SVU) proposed $400 million privately placed offering of
senior unsecured notes due 2021. Proceeds will be used to fund a
tender for $372 million of the $1 billion of notes due 2016. SVU's
Issuer-Default Rating (IDR) is 'B-', and the Rating Outlook is
Stable.

KEY RATING DRIVERS

The rating reflects SVU's improved business mix following the
March 2013 sale of its New Albertson's, Inc. (NAI) business to a
Cerberus-led consortium, with reduced exposure to the competitive
traditional supermarket sector. The rating also considers the
significant operating and competitive challenges facing each of
SVU's three segments, which will make it difficult to produce a
sustained turnaround in the business.

A new management team, and a reconstituted Board of Directors with
a new chairman and two other members designated by Symphony
Investors (Cerberus-led ownership group that has an 18% ownership
stake in SVU), is implementing a new strategy to revive SVU's
business. Fitch believes this strategy, which involves taking
significant costs out of the business, decentralizing the
supermarket operations, and investing in price reductions, should
bear some fruit over the medium term, though each of SVU's
segments faces considerable challenges.

The retail food segment faces long-term pressure on its gross
margins due to competition from discounters and specialty
supermarkets. Similarly, there is margin pressure within the
independent business due to competitive pressures facing its
independent grocer customers. The Save-A-Lot hard discount segment
has had uneven results recently due to management missteps, but
has solid long-term growth potential.

Despite these challenges, Fitch expects EBITDA will improve in
fiscal 2014 (ending February) to a level that could approach $700
million (excluding restructuring charges and $60 million
incremental TSA payment) from $650 million in fiscal 2013, as
aggressive cost reductions more than offset the effect of price
investments in the retail food segment and ongoing pressure on the
independent business. Adjusted debt/EBITDAR should improve to the
high 4x range in fiscal 2014 (ending Feb.) from 5.0x as of Feb.
23, 2013.

SVU's liquidity is adequate, supported by a new $1 billion, 5-year
ABL credit facility, with a borrowing base that management
estimates will range from $900 million to $1 billion. As of April
2013, the borrowing base totaled $900 million, against which the
company had $75 of funded borrowings and $125 million of letters
of credit. Liquidity received a boost from the issuance of $170
million of new common shares to Symphony Investors.

Assuming a successful completion of the note issue and tender
offer, SUPERVALU will have $628 million of senior unsecured notes
due 2016, a $1.5 billion secured term loan due 2019, and the new
$400 million of senior unsecured notes due 2021. Annual free cash
flow (FCF) of around $150 million would cover the bulk of the $628
million due in 2016, with the balance of this maturity likely
repaid with asset sales or another new financing.

Recovery Analysis

Fitch's ratings on individual debt issues are based on the IDR and
the expected recovery in a distressed scenario. Fitch has
allocated across the capital structure an assumed enterprise value
of $2.6 billion (after administrative claims). Fitch arrives at
this valuation by multiplying an assumed post-default EBITDA of
$586 million (8% below the LTM level) by a 5.0x multiple. The
multiple is a blended multiple based on 4.0x for the retail food
segment, 4.5x for the independent business, and 6.5x for Save-A-
Lot.

The $1 billion revolving ABL facility is backed by inventories,
receivables and prescription files, which are collectively valued
by Fitch at $1.0 billion. The $1.5 billion term loan, is backed by
real estate and a pledge of the shares of Moran Foods, LLC (Save-
A-Lot), which Fitch values at $1.4 billion assuming a 6.5x EBITDA
multiple. As such, both facilities are assumed to receive a full
recovery, leading to a rating on both facilities of 'BB-/RR1'.

The senior unsecured notes are rated 'CCC+/RR5', which implies a
10% - 30% recovery to these notes. Fitch notes that in a
liquidation scenario, SVU's company pension underfunding of $862
million and multiemployer pension (MEPP) underfunding of $482
million would rank ahead of the senior unsecured notes given the
unique structural priorities available to the Pension Benefit
Guarantee Corporation and pension plan fiduciaries. Therefore, in
a liquidation scenario, there would be no recovery to the senior
notes.

RATING SENSITIVITIES

A downgrade could result if negative operating trends across the
business begin to constrain FCF, making it more difficult to
address the 2016 maturity with a combination of FCF and asset
sales.

An upgrade could result with a reversal of negative business
trends supported by a turnaround of the Save-A-Lot segment, a
stabilization of the independent business, and steady results in
the retail food segment.

Fitch rates SVU as follows:

SUPERVALU INC.
-- IDR 'B-';
-- $1.0 billion secured revolving credit facility 'BB-/RR1';
-- $1.5 billion secured term loan 'BB-/RR1';
-- Senior unsecured notes 'CCC+/RR5'.


SUPERVALU INC: Moody's Rates New $400MM Sr. Unsecured Notes Caa1
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to SUPERVALU
Inc.'s proposed $400 million senior unsecured notes maturing 2021.
In addition, Moody's affirmed SUPERVALU's B3 corporate family
rating, its B3-PD probability of default rating, the B1 rating on
its $1.5 billion senior secured term loan and the Caa1 rating on
its senior unsecured notes maturing 2016. Moody's also assigned a
SGL-2 speculative grade liquidity rating to SUPERVALU. The ratings
outlook is stable. The proceeds of the new unsecured notes will be
used to refinance a portion of SUPERVALU's existing senior
unsecured notes. All ratings are subject to the closing of the
proposed transaction and review of final documentation.

Ratings Rationale:

"The refinancing of a portion of the unsecured notes maturing in
2016 will improve SUPERVALU's liquidity profile by extending and
staggering its debt maturities", Moody's Senior Analyst Mickey
Chadha stated. "However, the company continues to face challenges
as evidenced by the decline in identical store sales in its retail
food and Save-A-Lot segments, operating losses in its retail food
segment and margin erosion for its independent business," Chadha
further stated.

The B3 Corporate Family Rating reflects SUPERVALU's weak operating
performance vis--vis its peers and Moody's expectation that
revenue and profit declines will continue in the near to medium
term and credit metrics will remain weak. The rating also reflects
the execution risk associated with new management's turnaround
strategy including the company's continuing price investment
strategy. The weak economic environment and strong competition
from alternative food retailers is expected to continue to weigh
on consumer spending behavior and will continue to pressure
pricing. Ratings are supported by SUPERVALU's overall size in food
retailing and distribution, the relative stability of the
company's independent (primarily wholesale distribution) business
and the potential for improved profitability and growth in the
long term through leveraging fixed costs of the distribution
operation and catering to a growing segment of thrifty consumers
through the Save-A-Lot segment.

The following ratings are affirmed:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

$1.5 billion senior secured term loan maturing 2019 at B1 (LGD3,
33%)

$1 billion senior unsecured notes maturing 2016 at Caa1 (LGD5,
76%)

The following rating is assigned:

Proposed $400 million senior unsecured notes maturing 2021 at Caa1
(LGD5, 76%)

SUPERVALU's stable rating outlook reflects the company's reduced
exposure to its underperforming retail food business after the
sale of its New Albertsons, Inc. subsidiary to an affiliate of
Cerberus and the less capital intensive nature of its remaining
businesses. The outlook also incorporates Moody's expectation that
new management's strategic initiatives will improve SUPERVALU's
profitability and credit metrics in the long term by leveraging
fixed costs of its independent (wholesale distribution) business.

Ratings could be upgraded if the company's strategic initiatives
gain traction and result in growing earnings and identical store
sales and a sustained strengthening of liquidity and credit
metrics. A ratings upgrade will also require sustained debt/EBITDA
below 5.25 times and sustained EBITA/interest over 1.75 times.

Ratings could be downgraded if revenues, margins or profitability
continue to erode or operational missteps result in a weakening of
the liquidity or business profile. Ratings could also be
downgraded if there is evidence of further deterioration in
SUPERVALU's market position as demonstrated by sustained decline
in identical store sales and margins. A downgrade could also occur
if debt/EBITDA is sustained above 6.0 times or EBITA/interest is
sustained below 1.25 times.

SUPERVALU Inc., is headquartered in Eden Prairie, Minnesota and
has about 1,522 stores, including 1,331 Save-A-Lot stores of which
950 are licensed to third party-operators. SUPERVALU also has a
food distribution business serving over 2,300 independent retail
customers in addition to its own stores. The company reported
$17.1 billion in revenues for fiscal year ending February 23,
2013.

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


TN-K ENERGY: Incurs $83,900 Net Loss in First Quarter
-----------------------------------------------------
TN-K Energy Group Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $83,935 on $49,290 of total revenue for the three months ended
March 31, 2013, as compared with net income of $3.09 million on
$144,649 of total revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed $2.49
million in total assets, $3.95 million in total liabilities and a
$1.45 million total stockholders' deficit.

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

                        http://is.gd/tVSvGO

                         About TN-K Energy

Crossville, Tenn.-based TN-K Energy Group, Inc., an independent
oil exploration and production company, engaged in acquiring oil
leases and exploring and developing crude oil reserves and
production in the Appalachian basin.

TN-K Energy disclosed net income of $3.97 million on $1.88 million
of total revenue for the year ended Dec. 31, 2012, as compared
with net income of $1.25 million on $1.88 million of total revenue
in 2011.

Liggett, Vogt & Webb, P.A., 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 will have
to obtain additional financing to sustain operations.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


TOMI ENVIRONMENTAL: Incurs $193K Net Loss in 1st Quarter
--------------------------------------------------------
TOMI Environmental Solutions, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $192,693 on $39,165 of net
revenue for the three months ended March 31, 2013, compared with a
net loss of $92,475 on $65,229 of net revenue for the same period
last year.

The Company's balance sheet at March 31, 2013, showed
$3.50 million in total assets, $3.52 million in total current
liabilities, and a stockholders' deficit of $17,750.

According to the regulatory filing, the Company incurred net
losses of $192,693 and $92,475 for the three months ended
March 31, 2013, and 2012, respectively.  In addition, the Company
had a working capital deficiency of $78,145 and a stockholders'
deficit of $17,750 at March 31, 2013.  "These factors raise
substantial doubt about the Company's ability to continue as a
going concern."

A copy of the Form 10-Q is available at http://is.gd/01ujV0

Beverly Hills, Calif.-based TOMI Environmental Solutions, Inc., is
a global decontamination and infectious disease control company,
providing green energy-efficient environmental solutions for
indoor surface decontamination through sales and licensing of our
premier platform of Hydrogen Peroxide aerosols, Ultra-Violet Ozone
Generators and Ultra-Violet Germicidal Irradiation ("UVGI")
products and technologies.


TOUSA INC: Eyes Liquidation Amid Sluggish Market
------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that bankrupt Florida
homebuilder Tousa Inc. on Thursday asked a Florida bankruptcy
court to approve the disclosure statement for its liquidation
plan, saying it has abandoned any hope of reorganization after
enduring ongoing litigation and a difficult housing market.

According to the report, the company filed a joint motion with the
creditors committee in the case for the disclosure statement's
approval, which would allow Tousa to start soliciting creditors'
votes.

The homebuilder said that its Chapter 11 proceedings have been
going forward as the housing industry, the report said.

                          About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said it would no longer pursue approval of its liquidation plan
because of the pending appeal of its fraudulent transfer case in
the U.S. Court of Appeals for the Eleventh Circuit.  A district
court in February 2011 held that the bankruptcy judge was wrong in
ruling that lenders who were paid off received fraudulent
transfers when Tousa gave liens on subsidiaries' properties to
bail out and refinance a joint venture.  Daniel H. Golden, Esq.,
and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, N.Y., represent the creditors committee.

The Tousa committee filed a Chapter 11 plan in July 2010 based on
an assumption it would win the appeal.


TRANSVANTAGE SOLUTIONS: Meeting to Form Creditor's Panel on May 28
------------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on May 28, 2013, at 10:00 a.m. in
the bankruptcy case of TransVantage Solutions, Inc., dba Freight
Traffic Services, dba FTS Industries, dba FTS.  The meeting will
be held at:

         United States Trustee's Office
         One Newark Center
         1085 Raymond Blvd.
         21st Floor, Room 2106
         Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

TransVantage Solutions, Inc., doing business as Freight Traffic
Services, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-
19753) in Trenton, New Jersey on May 4, 2013, and immediately
filed a motion for Chapter 11 trustee to take over management of
the Debtor.  The petition was signed by Shirley Sooy as president.
John F. Bracaglia, Jr., Esq., at Cohn, Bracaglia & Gropper serves
as the Debtor's counsel.  The Debtor disclosed assets in
$71,260,000 and scheduled liabilities in $41,319,266 in its
schedules.


TRUCEPT INC: Delays First Quarter Form 10-Q for Review
------------------------------------------------------
Trucept Inc., formerly known as Smart-Tek Solutions Inc., notified
the U.S. Securities and Exchange Commission it will be delayed in
the filing of its quarterly report for the period ended March 31,
2013.  The Company said the review of the financials by the
outside auditors will be completed on or about May 17, 2013.

                          About Trucept Inc.

Trucept Inc. provides staffing and employment services, relieving
its clients from many of the day-to-day tasks that may detract
their core business operations , such as payroll processing, human
resources support, workers' compensation insurance, safety
programs, employee benefits, and other administrative and
aftermarket services predominantly related to staffing.  The
company also operates the Solvis brand of nurse staffing in both
Michigan and California.

Trucept Inc. disclosed a net loss of $7.85 million in 2012, as
compared with a net loss of $8.12 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $8.17 million in total
assets, $22.93 million in total liabilities and a $14.75 million
total stockholders' deficit.

PMB Helin Donovan, 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 sustained recurring losses from operations and has
an accumulated deficit of approximately $22 million at Dec. 31,
2012.  These factors raise substantial doubt about the Company's
ability to continue as a going concern.


TWIN DEVELOPMENT: Taps Hinds & Shankman as Bankruptcy Counsel
-------------------------------------------------------------
Twin Development LLC asks the U.S. Bankruptcy Court for the
Southern District of California for permission to employ Hinds &
Shankman LLP as bankruptcy counsel.  James Andrew Hinds, Jr., Paul
R. Shankman and other members, associates and attorneys will be
responsible in the representation of the Debtor.

To the best of the Debtor's knowledge, the law firm has no
interest materially adverse to the interest of the estate or of
any class of creditors or equity holders.

The Debtor said in court papers the firm has requested that the
Debtor find an alternate counsel and complete, sign and file a
substitution of counsel because the Debtor was unable to pay the
firm's retainer, or any portion of the retainer pre- or post-
petition.  The Debtor did not sign the substitution of counsel and
returned it to the firm.  Concurrently, the firm has requested to
be relieved.  The hearing set for April 29, 2013, was continued
until June 24.

In the interim, the Debtor has utilized the services of and
incurred costs to the law firm.  If the Debtor is successful in
obtaining postpetition funds for the law firm's employment on or
before the hearing on the withdrawal, the funds will be impounded
into an appropriate debtor-in-possession account and the law firm
will inform the Court by filing and serving notice regarding the
same.

                       About Twin Development

Twin Development, LLC, filed a Chapter 11 petition (Bankr. S.D.
Cal. Case No. 13-02719) on March 19, 2013.  The petition was
signed by Wallace Benwart as manager.  The Debtor scheduled assets
of $55,800,000 and scheduled liabilities $38,027,600.


TXU CORP: 2014 Bank Debt Trades at 21.83% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 78.17 cents-on-the-
dollar during the week ended Friday, May 17, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.27
percentage points from the previous week, the Journal relates.
The loan matures Oct. 10, 2014.  The Company pays L+350 basis
points above LIBOR to borrow under the facility.  Moody's has
withdrawn its loan rating and the bank debt is not rated by S&P.

           About Energy Future Holdings, fka TXU Corp.

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

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

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

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

                Restructuring Talks With Creditors

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

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

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

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

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

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

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

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

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

                           *     *     *

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

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

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

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

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

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


TXU CORP: 2017 Bank Debt Trades at 26.17% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 73.83 cents-on-the-
dollar during the week ended Friday, May 17, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.35
percentage points from the previous week, the Journal relates.
The loan matures Oct. 10, 2017.  The Company pays L+450 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa3 rating and S&P's CCC rating.

           About Energy Future Holdings, fka TXU Corp.

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

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

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

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

                Restructuring Talks With Creditors

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

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

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

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

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

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

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

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

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

                           *     *     *

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

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

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

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

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

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


UNDERGROUND ENERGY: Bankruptcy Court Hearing on Audit Fees in July
------------------------------------------------------------------
Underground Energy Corporation on May 16 provided an update as
required by Section 4.4 of National Policy 12-203 - Cease Trade
Orders for Continuous Disclosure Defaults in furtherance of the
requirements of the temporary Management Cease Trade Order that
was issued by the British Columbia Securities Commission against
the Company's Chief Executive Officer and Chief Financial Officer
on May 2, 2013.  As summarized in the news release of the Company
dated April 24, 2013, the MCTO was sought by the Company and
imposed by the BCSC due to the anticipated delay in the filing by
the Company of its 2012 annual audited financial statements,
management's discussion and analysis and CEO and CFO certificates.

The Company reports the following:

(i) Other than as summarized in this press release, there have
been no material changes to the information contained in the
Default Notice.  As detailed in the Default Notice, the ability of
the Company to file its 2012 Annual Financial Materials prior to
June 30, 2012 was dependent on the success of a number of motions
to be made by Underground Energy, Inc. before the U.S. Bankruptcy
Court under the Chapter 11 proceedings.  The hearing in the U.S.
Bankruptcy Court regarding payment of audit fees by Underground
Energy, Inc. has now been deferred to July 1, 2013 and as a
result, the Company does not expect to file its 2012 Annual
Financial Materials on or before June 30, 2013.  The timing of the
filing of the 2012 Annual Financial Materials is dependent upon
the outcome of the July 1, 2013 hearing.  The Company cannot
predict the outcome of that hearing nor the resulting timing of
the filing of 2012 Annual Financial Materials;

(ii) There have been no failures with respect to the Company
fulfilling its stated intention of satisfying the requirements of
the alternative information guidelines;

(iii) The Company filed Forms 51-101F1, 51-101F2 and 51-101F3, on
May 2, 2013, which were required to have been filed by April 30,
2013, constituting a filing default.  Additionally, the Company
does not anticipate that it will be able to file its financial
statements, management's discussion and analysis and CEO and CFO
certificates as at and for the three month period ending March 31,
2013 by the required deadline of May 30, 2013.  The filing of the
Q1 2013 Financial Materials is dependent on the prior filing of
the 2012 Annual Financial Materials and are anticipated to be
filed following the filing of the 2012 Annual Financial Materials.
Other than as set forth above, there has not been any other
specified default or anticipated default subsequent to the default
which is the subject of the Default Notice; and

(iv) There is no other material information about the affairs of
the Company that has not otherwise been reported.

The Company also reports that it has not paid its annual
sustaining fees to the TSX Venture Exchange.  While the Company
has not received any notification in respect of a potential
delisting of the Company's common shares, the TSXV may, as a
result of the failure by the Company to pay its annual sustaining
fees, implement a delisting review and/or delist the common shares
from the TSXV.

               About Underground Energy Corporation

Underground Energy Corporation-- http://www.ugenergy.com-- is
focused on developing its Zaca Field Extension Project in Santa
Barbara County, California.  In total, Underground currently holds
mineral rights on approximately 63,000 net acres of prospective
lands in California and Nevada with an initial focus on the
Monterey Shale in California.


UNILAVA CORP: Delays Form 10-Q for First Quarter
------------------------------------------------
Unilava Corporation notified the U.S. Securities and Exchange
Commission it will be delayed in the filing of its quarterly
report for the period ended March 31, 2013.  The Company said it
was unable, without unreasonable effort and expense, to prepare
the financial statements in sufficient time to allow the timely
filing of this report.

                     About Unilava Corporation

Unilava Corporation (OTC BB: UNLA) -- http://www.unilava.com/--
is a diversified communications holding company incorporated under
the laws of the State of Wyoming in 2009.  Unilava and its
subsidiary brands provide a variety of communications services,
products, and equipment that address the needs of corporations,
small businesses and consumers.  The Company is licensed to
provide long distance services in 41 states throughout the U.S.
and local phone services across 11 states.  Through its carrier-
grade microwave wireless broadband infrastructure and broadband
Internet access partners, the Company also offers mobile and high-
definition IP-hosted voice services to residential customers and
corporate clients.  Additionally, Unilava delivers a comprehensive
and integrated suite of fee-based online and mobile advertising
and web services to a broad array of business enterprises.
Headquartered in San Francisco, the Company has regional offices
in Chicago, Seoul, Hong Kong, and Beijing.

Unilava reported a net loss of $1.58 million in 2012, as compared
with a net loss of $2.98 million in 2011.  The Company's balance
sheet at Dec. 31, 2012, showed $2.66 million in total assets,
$8.20 million in total liabilities and a $5.54 million total
stockholders' deficit.

Shelley International CPA, in Mesa, AZ, 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 losses from operations, which raises
substantial doubt about its ability to continue as a going
concern.

The Company reported a net loss of $2.98 million in 2011, compared
with a net loss of $1 million in 2010.


UNITED CONTINENTAL: Fitch Cuts Sr. Unsec. Ratings to 'CCC+/RR6'
---------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook on United Continental
Holdings, Inc. (UAL) and its primary operating subsidiary, United
Airlines, Inc. to Positive from Stable and has affirmed the Issuer
Default Ratings (IDR) for both entities at 'B'. Fitch has also
upgraded the Recovery Ratings (RRs) on most of United Airline's
senior unsecured debt to 'B-'/'RR5' from 'CCC+'/'RR6'.
United Air Lines, Inc. and Continental Airlines, Inc. completed
their legal merger in March 2013 with Continental acting as the
surviving entity. Continental then changed its name to United
Airlines, Inc. Fitch has therefore withdrawn its ratings on the
former United Air Lines, Inc.

The Positive Outlook reflects:

-- Progress that UAL has made in moving past many of its
   integration issues following the 2010 merger of United
   and Continental;

-- Expectations for improving profitability and free cash flow
   (FCF) over the intermediate term as integration costs recede;

-- Systemic improvements in the U.S. airline industry stemming
   from consolidation and capacity discipline;

-- An improved balance sheet, including recent debt reduction.

The ratings are also supported by United's leading position in
many of its primary markets, solid liquidity, and a growing
unencumbered asset base.

While UAL's credit profile has improved notably in recent years,
Fitch believes some challenges remain before a positive rating
action would be warranted. Fitch expects the company to exhibit
notable improvement in operating performance now that the bulk of
its integration challenges are behind it. However, through the
first quarter of 2013, those improvements have had limited impact
on results in terms of profitability. Fitch would look for
sustained unit revenue growth and margin improvement relative to
U.S. peers before potentially considering an upgrade.

Other concerns include United's ongoing labor negotiations,
significant capital requirements to fund upcoming aircraft
deliveries, relatively low margins, and high levels of debt.

Key Ratings Drivers:

A key limiting factor to UAL's rating in the past several years
has been the significant challenges involved with the integration
of two large independent airlines. After facing steep hurdles in
2012, the company's operating performance has begun to recover.
United posted an on-time percentage of 81% for the 1Q'13, which is
not only competitive with the other major carriers, but represents
a significant turnaround from lows in the mid-60% range
experienced in 2012. Customer satisfaction scores, which dipped
notably last year, have also rebounded to near their pre-2012
levels.

United faced significant operational difficulties throughout most
of 2012 related to its transition to a single passenger-service
system. Technology problems resulted in highly publicized flight
delays and falling levels of customer satisfaction, driving up
unit costs and pressuring UAL's bottom line. With the airline's
operations now running more smoothly, Fitch expects United should
be able to take advantage of its fully integrated route structure
to drive unit revenue growth.

The company has also made progress on the labor front, but it
still has several key negotiations to complete. The United and
Continental pilots unions ratified a joint collective bargaining
agreement last December that will allow the two to operate as one
unified group. It involves significant pay increases which will
constitute a cost headwind in the short-run. The agreement also
calls for higher pilot productivity and allows United
significantly more flexibility to outsource its regional flying,
which will be a cost saver in the long-run. The two unions still
have to agree on a combined seniority list before the groups can
be fully integrated, but the joint bargaining agreement remains a
significant milestone.

Joint collective bargaining agreements still need to be finalized
or negotiated with technicians, flight attendants, dispatchers,
and workgroups represented by the Machinists union (fleet service,
passenger service, and storekeepers).

Traffic performance improved during the first quarter after
underperforming the industry for most of 2012. UAL's mainline
passenger revenue per available seat mile (PRASM) was up by 5.0%
over the previous year versus roughly 1.2% for the industry as a
whole. Part of the improvement was due to an easy comparison with
1Q'12, but it also illustrates the strides the company has made in
moving past its integration issues. For the full year Fitch
expects unit revenue growth to be in the mid-single-digit range
driven by sustained travel demand in most end markets and by
continued capacity discipline within the industry.

However, 1Q revenue improvement was outpaced by higher unit costs
largely driven by the new pilot agreement along with a decrease in
capacity. United's 1Q CASM increased by 8.6%, causing its
operating margins before special charges to fall to -2% from -1% a
year ago. A turnaround in margin performance in the next few
quarters would provide further evidence of United's improved
operating profile, and could contribute to a positive rating
action.

Fitch views the capacity constraint and consolidation that have
been hallmarks of the industry over the past several years to be a
credit positive for the network carriers. Recent results show that
the airlines can consistently generate profits even when fuel
prices are high as they were in 2011 and 2012, in contrast to 2008
when crude spiked to $140/barrel causing heavy industry losses.
Capacity discipline among the major carriers has allowed load
factors to remain high, driving unit revenues up and keeping unit
costs down. Capacity constraint creates an environment where
pricing power could remain favorable for the foreseeable future.

In addition to operational improvements, the company remains
focused on its balance sheet. Total debt is down by more than $3
billion since the merger and United's interest expense in 2012 was
$122 million lower than in 2011. The company paid down $1.3
billion of debt in the first quarter, including $1 billion of
prepayments, and United refinanced its credit facility, including
doubling its revolver to $1 billion and eliminating a large term
loan maturity in 2014. Nonetheless, lease adjusted leverage
remains high at 5.9x through the last 12 months ending March 31,
2013, but is down from its peak of 6.4x at year-end 2010. Fitch
expects lease adjusted debt to decline further to around 5.5x-5.7x
by year-end 2013.

Aside from lowering debt on an absolute level, UAL has made
progress on paying down its high-cost non-aircraft obligations.
Examples include the 9.875% and 12.0% senior secured notes that
were redeemed in 1Q'13 and the 12.75% spare parts secured notes
that matured in 2012. Meanwhile, UAL's recent debt issuances have
been placed at much more favorable rates, including two series of
EETCs placed in 2012 which featured blended coupons below 5%.
Going forward, debt reduction will be limited by heavy capital
requirements from upcoming aircraft deliveries; however, Fitch
estimates leverage should continue to fall as operating margins
improve.

Liquidity and financial flexibility are solid for the rating. As
of the first quarter, UAL maintained an unrestricted cash balance
of $5.4 billion. The company doubled the size of its revolving
credit facility in the first quarter to $1 billion, bringing its
total liquidity to 17% of LTM revenue, which is among the highest
of the network carriers. In addition, United now has a relatively
sizeable balance of unencumbered assets, estimated at roughly $4.5
billion as of the end of the first quarter, which should rise as
UAL pays down existing debt. This gives UAL a significant base
against which to borrow if the company were to need cash.

Fitch expects FCF in 2013 to improve from the lows experienced in
2012, but remain negative based on continued heavy capital
spending (aircraft and non-aircraft expenditures) and remaining
integration related costs. FCF was ($1.1 billion) in 2012, but
United generated healthy positive FCF in 2010 and 2011. Fitch
expects FCF for 2013 will be ($500 million) or better as cash from
operations is likely to improve compared to 2012, when some non-
recurring cash costs drove cash generation down nearly $1.5
billion compared to 2011 levels. After 2013 Fitch expects cost
improvements from merger synergies and RASM growth could drive
positive FCF, which could be sustainable given the recent
improvements in the industry.

EBITDAR margins of approximately 13.9% in 2012 were down several
points compared to 2011, and are below the levels attained by
several other competing U.S. carriers. Fitch calculates these
margins using all operating lease rents. Fitch expects margins
could trend up in the next several years.

Recovery Ratings: The RRs notching in the debt structure for UAL's
unsecured and secured debt (see below) reflect Fitch's recovery
expectations under a scenario in which distressed enterprise value
is allocated to the various debt classes. Much of UAL's debt is
secured by aircraft and would likely see substantial recovery in
Fitch's view, as would the company's credit facility and debt
secured by non-aircraft assets. The upgrade of most of the
unsecured debt reflects improvement in the overall credit
situation at UAL, driving Fitch's estimated stressed recoveries
into the 'RR5' (11%-30% recovery) category. Several other
unsecured issues remain in the 'RR6' category, reflecting either
contractual subordination or structural subordination.

Rating Sensitivities:
As evidence by the Positive outlook, Fitch generally views UAL's
credit profile as improving; however, some progress is still
required to warrant an upgrade of the IDR. A positive action could
be considered if the company were to improve its operating
margins, exhibit improving FCF, and continue to pay down debt.
Further progress on labor negotiations and additional evidence
that the company is fully past its integration issues would also
be viewed as credit positives.

A negative rating action is not anticipated at this time, but
potential negative ratings triggers include a fuel or demand shock
related to broader macroeconomic issues, further operational
issues which constrain growth and drive negative FCF, or
unexpected labor relations issues.

Fitch has taken the following rating actions:

United Continental Holdings, Inc.
-- IDR affirmed at 'B';
-- Senior unsecured ratings revised to 'CCC+/RR6' from 'CCC/RR6'.

United Airlines, Inc. (fka Continental Airlines, Inc.)
-- IDR affirmed at 'B';
-- Secured bank credit facility affirmed at 'BB/RR1';
-- Senior secured notes affirmed at 'BB/RR1';
-- Senior unsecured rating upgraded to 'B-/RR5' from 'CCC+/RR6'
-- Junior subordinated convertible debentures rated 'CCC+/RR6'.

United Air Lines, Inc.
-- IDR Withdrawn

The Rating Outlook is Positive.


UNIVISION COMMUNICATIONS: Moody's Rates New $1BB Senior Debt 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to Univision
Communications, Inc.'s  proposed $500 million senior secured term
loan due 2020 and $500 million senior secured notes due 2023.

Univision plans to utilize the net proceeds from the offerings to
repay its remaining $153 million 2014 term loan, pay down a
portion of its existing 2017 term loan, account receivables
facility, and revolver as well as to fund a strategic investment
in the El Rey Network and for general corporate purposes.
Univision's B3 Corporate Family Rating, B3-PD Probability of
Default Rating, other debt instrument ratings, SGL-3 speculative-
grade liquidity rating and stable rating outlook are not affected.

The refinancing favorably improves Univision's maturity profile
and reduces refinancing risk related to its 2014 and 2017
maturities at a modest and manageable increase in annual cash
interest costs (expected to increase by approximately $10 million
from the current run rate). The repayment of the 2014 term loan is
another step in Univision's efforts to extend its overall maturity
profile with the approximate $940 million remaining March 2017
term loan the next major maturity. Moody's believes there is a
reasonably good chance that Univision would be able to fund its
remaining 2017 term loan maturity through free cash flow and
drawdowns under its $488 million revolver expiring March 2018.
Extending the maturity profile provides the company additional
time to grow earnings and reduce its very high leverage.

The refinancing also enhances Univision's liquidity position
through the pay down of the accounts receivable and revolver
balances. The offerings also help fund the investment in El Rey
and the acquisition of rights from Televisa for $81 million in
March that allows the company to launch two channels on one MVPD.
The acquisition of the launch rights improves the company's
prospects for negotiating increases in carriage fees with the
MVPD. A covenant amendment could be necessary if the economy
weakens given step-downs in the net senior leverage covenant to
8.5x on 12/31/14 from 9.25x at present. Because the covenant only
applies if the revolver is drawn, the repayment of revolver
borrowings improves covenant flexibility.

Assignments:

Issuer: Univision Communications, Inc.

Senior Secured Bank Credit Facility (Term Loan), Assigned B2, LGD3
- 40%

Senior Secured Regular Bond/Debenture, Assigned B2, LGD3 - 40%

Ratings Rationale:

Univision's B3 CFR reflects its strong and leading market position
in Spanish-language media within the U.S. supported by long-term
U.S. distributions rights to part-owner Grupo Televisa, S.A.B's
(Televisa; Baa1, stable) Spanish-language programming, and good
intermediate-term growth prospects. These strengths are tempered
by Univision's very high leverage, refinancing risk, and exposure
to cyclical advertising revenue. Growth prospects supported by
Hispanic demographic trends and the market position, as well as
strong operating margins lead to growing and sizable unlevered
cash flow generation. The risk of a restructuring of its highly
leveraged balance sheet (gross debt-to-EBITDA is approximately
12.4x LTM 3/31/13 incorporating Moody's standard adjustments, the
proposed financing transactions, and the Televisa note in debt,
and excluding non-cash advertising revenue) would increase in a
recession.

Moody's expects revenue growth in a 6-7% range in 2013 assuming a
continued moderate economic expansion. The absence of meaningful
political advertising is a drag, although Moody's projects
continued strong distribution fee growth and a roughly 6% increase
in television advertising (excluding non-cash revenue from
Televisa, major soccer, and political). In 2014, Moody's expects
11-13% revenue growth with a strong boost from the 2014 World Cup
in Brazil. Debt-to-EBITDA should decline to approximately 11x in
2013 and 10x in 2014 based on Moody's projections. Moody's
believes Univision has adequate cash, cash flow and revolver
capacity to fund debt service through 2015. Moody's anticipates
Univision will continue to proactively refinance its approximately
$1.04 billion 2016/2017 maturities, although there could be
refinancing risk if credit market/economic conditions deteriorate
given the company's revenue sensitivity to cyclical advertising.

The proposed 2023 notes are guaranteed by Univision's domestic
operating subsidiaries and are secured by a first lien on
substantially all of the assets of Univision and its subsidiaries
that secure the company's $5.3 billion senior secured credit
facility (including the proposed term loan), $1.2 billion 6.875%
senior notes due 2019, $750 million 7.875% senior notes due 2020
and $1.225 billion senior notes due 2022. Moody's ranks the credit
facility, 2019 notes, 2020 notes, 2022 notes and 2023 notes the
same in its loss given default notching methodology based on the
instruments' pari passu first lien senior secured claims. The
credit facility nevertheless contains covenants that could improve
recovery prospects relative to the notes. Moody's expects to
withdraw the rating on the 2014 term loans when repaid in
conjunction with the proposed refinancing.

The stable rating outlook reflects Moody's view that Univision
will maintain an adequate liquidity position and be able to fund
debt service while steadily de-leveraging over the next two years
based on Moody's central economic projection for modest growth in
the U.S. and global economy.

A deterioration in liquidity including an inability to generate
positive free cash flow, a greater than anticipated decline in the
covenant cushion, heightened concern that maturities cannot be
refinanced, or renewed economic weakness could result in a
downgrade. The ratings will also be vulnerable to a downgrade as
long as debt-to-EBITDA is above 10x, although a downgrade may not
occur if the company has adequate liquidity given the potential
for meaningful de-levering during economic expansions.

Good operating execution or an equity offering that leads to
consistent free cash flow generation and debt reduction, debt-to-
EBITDA sustained below 8.5x and free cash flow exceeding 3% of
debt could position the company for an upgrade. A good liquidity
position including a high degree of confidence that Univision can
refinance its maturities would be necessary for an upgrade.

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

Univision, headquartered in New York, NY, is the leading Spanish-
language media company in the United States. Revenue for the LTM
ended March 2013 was approximately $2.4 billion excluding non-cash
advertising revenue.


USMART MOBILE: Posts $888,000 Net Income in First Quarter
---------------------------------------------------------
USmart Mobile Device Inc., formerly known as ACL Semiconductors
Inc., filed with the U.S. Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing net income of $888,332 on
$14.46 million of net sales for the three months ended March 31,
2013, as compared with a net loss of $865,668 on $42.41 million of
net sales for the three months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $34.14
million in total assets, $34.57 million in total liabilities and a
$430,686 total stockholders' deficit.

"As of March 31, 2013, the Company has total current assets of
$6,831,666 and current liabilities of $34,389,086.  This raises
substantial doubt about the Company's ability to continue as a
going concern.  We will continue to seek additional sources of
available financing on acceptable terms; however, there can be no
assurance that we will be able to obtain the necessary additional
capital on a timely basis or on acceptable terms, if at all.  In
addition, if the results are negatively impacted and delayed as a
result of political and economic factors beyond management's
control, our capital requirements may increase."

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

                       http://is.gd/twGkmY

                      About USmart Mobile

Del.-based USmart Mobile, previously known as ACL Semiconductors
Inc., is currently engaged in the production, manufacturing and
distribution of smartphones, electronic products and components in
Hong Kong Special Administrative Region and the People's Republic
of China through its operating subsidiaries.


VAUGHN COMPANY: Trustee Can Take Deposition of Julius Wollen
------------------------------------------------------------
In the complaint JUDITH A. WAGNER, Chapter 11 Trustee of the
bankruptcy estate of the Vaughan Company, Realtors, Plaintiff,
v. JULIUS WOLLEN, as Trustee of the Julius M. & Diane Wollen
Revocable Trust, dated October 20, 1993, JULIUS WOLLEN and DIANE
WOLLEN, husband and wife, Defendants, Case Nos. 12-CV-00817-WJ-
SMV, 12-CV-00413-WJ-SMV (D.N.M.), Magistrate Judge Stephan M.
Vidmar granted the parties leave to take the deposition by written
questions of Julius Wollen.

Mr. Wollen is in ill health so that the parties are concerned
about his availability to testify at trial or deposition at a
later time.  The parties thus stipulated to have deposition of Mr.
Wollen by written questions should proceed despite discovery being
premature in the case.

A copy of Judge Vidmar's May 2, 2013 Stipulated Order is available
at http://is.gd/LkMnphfrom Leagle.com.

Mark W. Allen, Esq., James A. Askew, Esq., and Edward A. Mazel,
Esq., at ASKEW & MAZEL, LLC, in Albuquerque, serve as attorneys
for the Plaintiff.

Jennie Deden Behles, Esq. -- jennie@jdbehles.com -- at BEHLES LAW
FIRM, P.C., in Albuquerque, serve as attorney for the Defendants.


VICTORY ENERGY: Delays Form 10-Q for Q1 Due to Restatements
-----------------------------------------------------------
Victory Energy Corporation said that its quarterly report on Form
10-Q for the period ended March 31, 2013, cannot be filed within
the prescribed time.  As previously reported, the Company is
concluding a restatement of its annual report on Form 10-K for the
year ended Dec. 31, 2011, and its quarterly reports for each of
the quarters ended March 31, 2012, June 30, 2012, and Sept. 30,
2012.  The significant amount of additional hours required of
staff to obtain and to compile the business and financial data
necessary to complete the restatement has also delayed the timely
filing of the 10-Q for the period ended March 31, 2013.

                        About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, WilsonMorgan LLP, in Irvine, California,
expressed substantial doubt about Victory Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has experienced recurring losses since inception and
has an accumulated deficit.

The Company reported a net loss of $3.95 million on $305,180 of
revenues for 2011, compared with a net loss of $432,713 on
$385,889 of revenues for 2010.  The Company's balance sheet at
Sept. 30, 2012, showed $1.69 million in total assets, $259,886 in
total liabilities and $1.43 million in total stockholders' equity.


WESTINGHOUSE SOLAR: Incurs $1 Million Net Loss in First Quarter
---------------------------------------------------------------
Westinghouse Solar, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.02 million on $81,194 of net revenue for the
three months ended March 31, 2013, as compared with a net loss of
$2.85 million on $2.42 million of net revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2013, showed $3.18
million in total assets, $5.31 million in total liabilities,
$417,704 in series C convertible redeemable preferred stock,
$280,000 in series D convertible redeemable preferred stock and a
$2.82 million total stockholders' deficit.

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

                         http://is.gd/FmcFII

                         About Westinghouse

Campbell, Calif.-based Westinghouse Solar, Inc., is a designer and
manufacturer of solar power systems and solar panels with
integrated microinverters.  The Company designs, markets and sells
these solar power systems to solar installers, trade workers and
do-it-yourself customers in the United States and Canada through
distribution partnerships, the Company's dealer network and retail
outlets.

Westinghouse Solar disclosed a net loss of $8.62 million on $5.22
million of net revenue in 2012, as compared with a net loss of
$4.63 million on $11.42 million of net revenue in 2011.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012, citing significant
operating losses and negative cash flow from operations that raise
substantial doubt about its ability to continue as a going
concern.


WYNN LAS VEGAS: Fitch Assigns 'BB' Rating to $500MM Senior Notes
----------------------------------------------------------------
Fitch Ratings assigns a 'BB' rating to the Wynn Las Vegas, LLC's
(Wynn Las Vegas) announced issuance of $500 million 4.25% senior
notes due 2023. Fitch also affirms the 'BB' Issue Default Ratings
(IDRs) of Wynn Las Vegas, Wynn Resorts (Macau), S.A. (Wynn Macau),
and Wynn Resorts, Ltd (Wynn Resorts; collectively Wynn). Fitch
affirms Wynn Macau's senior secured credit facility at 'BBB-' and
the first mortgage notes (FMNs) at Wynn Las Vegas at 'BB+'.
The Rating Outlook is Stable.

The proceeds of the proposed senior note will be used to fund a
cash tender for $500 million in outstanding 7.875% first mortgage
notes due 2017. As a result, the issuance is leverage neutral and
credit positive due to the maturity extension and interest savings
of roughly $16 million (net of premium).

The senior notes will not have meaningful restrictive covenants
except for covenants limiting liens and sale-and-leasebacks to 15%
of total assets (based on GAAP). Beyond the 15% carveout, the
senior notes will benefit on a pari passu basis from any security
granted to other creditors. As of March 31, 2013, Fitch calculates
that Wynn Las Vegas had $3.6 billion in assets translating into
$546 million lien capacity per the 15% carveout, or about 1.4x
Wynn Las Vegas' EBITDA after corporate expense.

Key Rating Drivers

Issue Specific Ratings
The FMNs are currently unsecured (other than the parent equity
pledge noted below), since the collateral was released following
the termination of the Wynn Las Vegas credit facility in September
2012. However, Fitch continues to maintain the one-notch positive
differential on the FMNs relative to the 'BB' IDR due to the
springing lien provision, the collateral value of Wynn Las Vegas,
and the 2x fixed-charge debt incurrence test. These factors limit
potential collateral dilution and additional debt.

The unsecured senior notes also benefit from the FMNs springing
lien provision, providing downside protection in the near-to-
medium term. The senior notes contain a covenant stating that any
lien granted to the FMNs will be shared on a pari passu basis.
Therefore, as long the FMNs are outstanding no liens can be
granted without the senior notes benefiting from the lien on a
pari passu basis.

However, Fitch rates the unsecured senior notes equal to the 'BB'
IDR based on Fitch's expectation of the long-term trend that Wynn
Las Vegas' capital structure will continue to become traditionally
unsecured. The longest-dated FMN matures in 2022 but Wynn may look
to refinance FMNs before that, given that the outstanding FMNs are
trading at substantial premiums.

Fitch believes there is upside rating momentum over the medium
term as the Cotai project nears completion. In this case, Wynn Las
Vegas' ratings could converge at 'BB+' (and likely limited there
until leverage is reduced at Wynn Las Vegas). In the vast majority
of cases in the 'BB' category, Fitch rates unsecured debt equal to
the IDR.

As of March 31, 2013 Fitch calculates Wynn Las Vegas' leverage and
interest coverage using last-12-month EBITDA after corporate
expense of $400 million at 7.41x and 1.75x, respectively.

The notes will be secured by a first priority pledge of Wynn
Resorts' equity interests, which is currently the same security
supporting the FMNs. Fitch does not assign much value to the
parent equity pledge, since Wynn Las Vegas creditors already have
structural seniority because the debt is issued at the subsidiary
level.

Issuer Default Ratings
The 'BB' IDR continues to incorporate Wynn's high-quality assets
and solid market position in attractive markets, historically
prudent balance sheet management, solid consolidated financial
profile, and rating linkage between the stronger Macau subsidiary
and the weaker Las Vegas subsidiary.

The rating linkage is supported by Wynn's ability and demonstrated
willingness to upstream funds from Wynn Macau to the parent as
well as Wynn Las Vegas' strategic importance to Wynn Macau and the
parent.

Fitch expects Wynn's capacity to downstream cash to Wynn Las Vegas
to tighten in the near term as Wynn Macau develops its $3.5
billion-$4 billion Cotai resort. That said, Fitch projects that
Wynn Macau will maintain ample capacity to pay dividends through
the development of the Cotai project with roughly $1.5 billion in
excess cash and $1.55 billion in revolver capacity as of March 31,
2013.

Wynn Macau's EBITDA after corporate expense and royalty fees for
the LTM period ending March 31, 2013 was $1.03 billion. Interest
expense will fluctuate between $20 million-$70 million depending
on amounts outstanding on the facility and the prevailing short-
term rates. Maintenance capital expenditures could be around $50
million and tax expense will be minimal, leaving roughly $900
million in discretionary cash flow that can be split between Cotai
development and paying dividends.

Wynn Resorts Ltd is entitled to 72.3% of Macau dividends. Also the
parent receives approximately $170 million in royalty fees from
Macau annually. Uses of cash at the parent include the payment of
Wynn Resorts, Ltd dividends of $1 per quarter per share (about
$400 million per year) and roughly $40 million of interest expense
on the promissory note granted to Okada in exchange for redeeming
his shares in Wynn. To maintain these commitments, Wynn Macau
needs to dividend up roughly $400 million per year. This would
leave about $500 million in annual Macau free cash flow (FCF) for
Cotai development, which is expected to take about three years.

Through the Cotai development, Fitch expects Wynn Las Vegas to
remain FCF positive. LTM EBITDA after corporate expense is $400
million and run-rate interest and capital expenditures are roughly
$200 million and $50 million, respectively. Liquidity at Wynn Las
Vegas is solid with no maturities until 2020 and about $135
million in cash net of cage cash (estimated by Fitch at roughly
$35 million). Dividends from Wynn Las Vegas to the parent are
subject to restricted payment basket provisions in the FMN
indentures.

Fitch calculates consolidated gross leverage using EBITDA with
Macau minority interest income subtracted as of March 31, 2013 at
4.5x. Through the Cotai development, Fitch expects consolidated
gross leverage to remain between 5x-6x and then normalize to below
4x once Cotai ramps up.

Rating Sensitivities

Positive: Future developments that may, individually or
collectively, lead to an upgrade of Wynn's IDR to 'BB+' or the
Outlook being revised to Positive include:

-- Consolidated gross leverage moderating to around or below
   4x after the Cotai development starts to ramp up;

-- The Okada dispute being settled on favorable terms;

-- Additional clarity on potential development opportunities
   (e.g. Boston, Philadelphia, etc.).

Negative: Future developments that may, individually or
collectively, lead to a downgrade of Wynn's IDR to 'BB-' or the
Outlook being revised to Negative include:

-- Consolidated gross leverage reaching and maintaining above 6x
   through the Cotai development cycle or above 5x once the Cotai
   project ramps up;

-- Unfavorable resolution to the Okada dispute (e.g. scenario in
   which Wynn has to issue significant amount of additional debt
   to fund increased compensation for redeeming Okada's shares);

-- Significant debt issued at the parent or Wynn Las Vegas level
   to support new development projects.

At the 'BB' IDR there is cushion for moderate operating declines
at the Las Vegas or Macau level and/or a modest amount of
additional debt beyond the planned Cotai funding for either
funding new projects or an increased payment to Okada. Fitch will
consider a 'BB+' IDR as the Cotai development nears completion and
if operating conditions better support Fitch's current view that
leverage will normalize to around 4x by late 2016.

If Fitch upgrades Wynn's IDR to 'BB+', senior unsecured notes will
likely continue to be rated on par with the IDR and the FMN notch
will likely be removed and the FMNs rated on par with the
unsecured notes.


* Moody's Liquidity Stress Index is 3.2% as of Mid-May
------------------------------------------------------
Moody's Liquidity-Stress Index rose to 3.2% as of mid-May from a
record low 2.8% at the end of April, but remains well below its
7.3% historical average, Moody's Investors Service says in its
latest edition of SGL Monitor.

"Despite the increase, the LSI remains in the low and tight range
of 2.8%-3.2%, in which it has fluctuated all year," says Vice
President -- Senior Credit Officer John Puchalla. "The still-low
LSI signals that most US speculative-grade companies continue to
avoid liquidity problems despite tepid growth in corporate sales
and continued softness in the economy."

US high-yield bond issuance is tracking 9.2% ahead of strong year-
ago levels, which is providing continuing support for corporate
liquidity, according to Moody's. A decline in the LSI from 3.9%
one year ago is consistent with Moody's view that the US
speculative-grade default rate will drop to 2.4% a year from now,
from 3.1% in April.

The newsletter also reports that liquidity rating downgrades have
exceeded upgrades 6-3 so far in May, continuing a negative trend
that began in mid-2011. Upgrades have prevailed in some months,
including April, when upgrades topped downgrades 4-3. But during
the past two years there have been 1.3 downgrades for every one
upgrade.

"Still, the LSI has improved from 4.0% two years ago because it
reflects only companies with SGL-4 ratings," Puchalla says. "The
LSI continues to be a better indicator of the default rate than
the upgrade-downgrade trend because many downgrades are to levels
that do not signal heightened default risk."

Moody's Covenant-Stress Index (MCSI) held its record low of 1.7%
for a second consecutive month in April. The index remains well
below the high of 17.3% recorded in March 2009 and the historical
average of 6.7% dating back to 2002. The low reading indicates a
low risk of covenant violations over the next 12-15 months for
most companies.


* ABI's Endowment Makes Pitch for Unclaimed Chapter 11 Funds
------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal's Bankruptcy Beat,
reported that top bankruptcy attorneys have found a new place for
the scraps of leftover money from corporations that collapsed
under Chapter 11 protection: their own charity.

According to the WSJ report, without clear instructions from the
U.S. Bankruptcy Code on what to do with the unclaimed money that's
too small to distribute among a liquidated company's creditors,
the American Bankruptcy Institute is pushing the corporate
bankruptcy attorneys among its roughly 13,000 members to donate
the money to the organization's own nonprofit endowment fund.

"We think it's as good a place as any," ABI executive director Sam
Gerdano, who said that three bankruptcy estates have promised to
funnel leftover money into the charity so far, related to WSJ.
"Rather than having it [turn over] to the state, why not recycle
it into the bankruptcy community?"

The group has posted a 131-word passage on its website that
bankruptcy attorneys can copy and paste into creditor payout plans
to direct the money to the fund, which pays for scholarship and
bankruptcy research, the WSJ report related.

The trade group's initiative comes at a time when many
restructuring professionals are confused over what to do with
unexpected leftover money in a liquidating Chapter 11 bankruptcy
case, WSJ noted. That money can come from uncashed creditor
checks, tax rebates or returned utility deposits.

The Bankruptcy Code says that leftover money in Chapter 11, which
is usually used to restructure companies and keep them in
business, should return to the reorganized company, WSJ related.
The Code's designers, however, didn't foresee that more companies
would instead use Chapter 11 to liquidate.  Closing a company
using the Chapter 11 process gives a company's executives more
control because they stay on staff to unwind the company
themselves. Under the more traditional Chapter 7 liquidation
process, the court appoints a trustee to do that work.

It's unclear how much unclaimed money has accumulated, but
attorneys say the amounts can range from a few hundred dollars to
more than $50,000, the report further related.

Without oversight, "the money is totally off the radar," Florida
bankruptcy attorney Paul Steven Singerman said last year,
according to WSJ. He once was handed a $150,000 insurance rebate
check for a company whose bankruptcy he handled.


* Big Banks Get Break in Rules to Limit Risks
---------------------------------------------
Ben Protess, writing for The New York Times' DealBook, reported
that under pressure from Wall Street lobbyists, federal regulators
have agreed to soften a rule intended to rein in the banking
industry's domination of a risky market.

The changes to the rule could effectively empower a few big banks
to continue controlling the derivatives market, a main culprit in
the financial crisis, according to the report.

The $700 trillion market for derivatives -- contracts that derive
their value from an underlying asset like a bond or an interest
rate -- allow companies to either speculate in the markets or
protect against risk, the report related.

It is a lucrative business that, until now, has operated in the
shadows of Wall Street rather than in the light of public
exchanges, the report added. Just five banks hold more than 90
percent of all derivatives contracts.  Yet allowing such a large
and important market to operate as a private club came under fire
in 2008. Derivatives contracts pushed the insurance giant American
International Group to the brink of collapse before it was rescued
by the government.

In the aftermath of the crisis, regulators initially planned to
force asset managers like Vanguard and Pimco to contact at least
five banks when seeking a price for a derivatives contract, a
requirement intended to bolster competition among the banks, the
report further related. Now, according to officials briefed on the
matter, the Commodity Futures Trading Commission has agreed to
lower the standard to two banks.

About 15 months from now, the officials said, the standard will
automatically rise to three banks, the report added. And under the
trading commission's new rule, wide swaths of derivatives trading
must shift from privately negotiated deals to regulated trading
platforms that resemble exchanges.  But critics worry that the
banks gained enough flexibility under the plan that it hews too
closely to the "precrisis status."


* Zimmerman Joins Wolters Kluwer as Senior Compliance Consultant
----------------------------------------------------------------
Wolters Kluwer Financial Services on May 16 disclosed that it has
added Chris Zimmerman to its Consulting Practice as a senior
compliance consultant focused on default servicing.  Mr. Zimmerman
has more than a decade of experience helping some of the nation's
largest lenders and servicers manage their default servicing
areas, including senior leadership roles with BankUnited and
Aurora Loan Services.

In his new position, Mr. Zimmerman will consult with clients in
numerous areas of default servicing.  These include foreclosure
timeline management; contested and litigated case resolution;
bankruptcy processing and timeline management; REO processing;
FHA/VA/GSE servicing requirements; training; policy and procedure
development; legislative and regulatory changes; and vendor
management and oversight.

Mr. Zimmerman was most recently vice president of BankUnited's
Foreclosure and Bankruptcy department and before that, assistant
vice president of Aurora Loan Services' Foreclosure and Contested
Default departments.  In these roles, Zimmerman helped these
financial institutions implement default servicing and loss
mitigation policies, procedures and controls that ensured
compliance with state and federal regulatory requirements;
government-sponsored loan modification and refinance programs; and
investor and mortgage insurance company guidelines.  He also
helped these institutions develop, implement and execute upon risk
and control self-assessments and key risk indicators.

"Consumer default management continues to be an area of growing
focus by regulators at all levels," said Timothy Burniston, vice
president and senior director for Wolters Kluwer Financial
Services' U.S. Consulting Practice.  "The addition of an expert
like Chris to our team can help our customers ensure they continue
to meet the regulators increasingly-stringent expectations tied to
the bankruptcy and foreclosure processes."

For more information about Wolters Kluwer Financial Services'
Consulting Practice, please visit
http://www.WoltersKluwerFS.com/Consulting

              About Wolters Kluwer Financial Services

Whether complying with regulatory requirements, addressing a
single key risk, or working toward a holistic risk management
strategy, more than 15,000 customers worldwide count on Wolters
Kluwer Financial Services for a comprehensive and dynamic view of
risk management and compliance.  Wolters Kluwer Financial Services
provides audit, risk and compliance solutions that help financial
organizations improve efficiency and effectiveness across their
enterprise.  With more than 30 offices in 20 countries, the
company's prominent brands include: FRSGlobal, FinArch, ARC Logics
for Financial Services, Bankers Systems, VMP(R) Mortgage
Solutions, AppOne(R), GainsKeeper(R), Capital Changes, NILS,
AuthenticWeb(TM) and Uniform Forms(TM).  Wolters Kluwer Financial
Services is part of Wolters Kluwer, a leading global information
services and publishing company with annual revenues of (2012)
EUR3.6 billion ($4.6 billion) and approximately 19,000 employees
worldwide.


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

  Company           Coupon     Maturity  Bid Price
  -------           ------     --------  ---------
AES EASTERN ENER     9.000     1/2/2017     1.750
AES EASTERN ENER     9.670     1/2/2029     4.125
AFFINION GROUP      11.625   11/15/2015    57.750
AGY HOLDING COR     11.000   11/15/2014    54.600
AHERN RENTALS        9.250    8/15/2013    79.625
AMER INTL GROUP      4.250    5/15/2013   100.625
ALION SCIENCE       10.250     2/1/2015    59.850
ATP OIL & GAS       11.875     5/1/2015     1.125
ATP OIL & GAS       11.875     5/1/2015     1.125
ATP OIL & GAS       11.875     5/1/2015     1.500
BERKSHIRE HATH       4.600    5/15/2013   100.020
BUFFALO THUNDER      9.375   12/15/2014    29.000
CHAMPION ENTERPR     2.750    11/1/2037     0.375
DELTA AIR 1993A1     9.875    4/30/2049    20.875
DOWNEY FINANCIAL     6.500     7/1/2014    64.000
DYN-RSTN/DNKM PT     7.670    11/8/2016     4.500
EDISON MISSION       7.500    6/15/2013    57.750
EASTMAN KODAK CO     7.250   11/15/2013    26.500
EASTMAN KODAK CO     7.000     4/1/2017    26.235
EASTMAN KODAK CO     9.950     7/1/2018    24.000
EASTMAN KODAK CO     9.200     6/1/2021    24.900
EATON CORP           4.900    5/15/2013   100.375
FAIRPOINT COMMUN    13.125     4/1/2018     1.000
FAIRPOINT COMMUN    13.125     4/1/2018     1.000
FAIRPOINT COMMUN    13.125     4/2/2018     1.040
FIBERTOWER CORP      9.000     1/1/2016     6.375
GEOKINETICS HLDG     9.750   12/15/2014    52.375
GEOKINETICS HLDG     9.750   12/15/2014    52.750
GLB AVTN HLDG IN    14.000    8/15/2013    31.875
GMX RESOURCES        4.500     5/1/2015     9.100
GMX RESOURCES        9.000     3/2/2018    16.000
HAWKER BEECHCRAF     8.500     4/1/2015     6.000
HAWKER BEECHCRAF     8.875     4/1/2015     1.750
ELEC DATA SYSTEM     3.875    7/15/2023    97.000
HORIZON LINES        6.000    4/15/2017    30.480
JOHNSON&JOHNSON      3.800    5/15/2013   100.204
JAMES RIVER COAL     4.500    12/1/2015    31.050
LAS VEGAS MONO       5.500    7/15/2019    20.000
LBI MEDIA INC        8.500     8/1/2017    30.000
LEHMAN BROS HLDG     1.000   10/17/2013    20.125
LEHMAN BROS HLDG     0.250   12/12/2013    20.125
LEHMAN BROS HLDG     0.250    1/26/2014    20.125
LEHMAN BROS HLDG     1.250     2/6/2014    20.125
LEHMAN BROS HLDG     1.000    3/29/2014    20.125
LEHMAN BROS HLDG     1.000    8/17/2014    20.125
LEHMAN BROS HLDG     1.000    8/17/2014    20.125
MASHANTUCKET PEQ     8.500   11/15/2015     7.250
MASHANTUCKET PEQ     8.500   11/15/2015     7.250
MF GLOBAL LTD        9.000    6/20/2038    70.500
ONCURE HOLDINGS     11.750    5/15/2017    49.750
OVERSEAS SHIPHLD     8.750    12/1/2013    86.000
PLATINUM ENERGY     14.250     3/1/2015    43.750
PMI GROUP INC        6.000    9/15/2016    26.100
PMI CAPITAL I        8.309     2/1/2027     0.625
PENSON WORLDWIDE    12.500    5/15/2017    26.125
PENSON WORLDWIDE    12.500    5/15/2017    26.125
POWERWAVE TECH       1.875   11/15/2024     0.750
POWERWAVE TECH       1.875   11/15/2024     0.750
RESIDENTIAL CAP      6.875    6/30/2015    30.500
SCHOOL SPECIALTY     3.750   11/30/2026    10.000
SAVIENT PHARMA       4.750     2/1/2018    20.000
THQ INC              5.000    8/15/2014    46.250
TL ACQUISITIONS     10.500    1/15/2015    13.375
TL ACQUISITIONS     10.500    1/15/2015    13.375
CENGAGE LEARNING    13.750    7/15/2015    10.375
CENGAGE LEARN       12.000    6/30/2019    15.500
TERRESTAR NETWOR     6.500    6/15/2014    10.000
TEXFI INDUSTRIES     8.750     8/1/1999     1.000
TEXAS INSTRUMENT     0.875    5/15/2013   100.014
TEXAS COMP/TCEH     10.250    11/1/2015    12.000
TEXAS COMP/TCEH     10.250    11/1/2015    12.500
TEXAS COMP/TCEH     10.250    11/1/2015    11.900
TEXAS COMP/TCEH     10.500    11/1/2016    11.000
TEXAS COMP/TCEH     10.500    11/1/2016    13.000
TEXAS COMP/TCEH     15.000     4/1/2021    34.750
TEXAS COMP/TCEH     15.000     4/1/2021    36.200
EFC HOLDINGS         8.175    1/30/2037    27.000
USEC INC             3.000    10/1/2014    24.461
VERSO PAPER         11.375     8/1/2016    55.183
WCI COMMUNITIES      6.625    3/15/2015     0.375
WCI COMMUNITIES      4.000     8/5/2023     0.375
WCI COMMUNITIES      4.000     8/5/2023     0.375



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

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.


                  *** End of Transmission ***