TCR_Public/130522.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, May 22, 2013, Vol. 17, No. 140

                            Headlines

146-148 CORTLAND: Sleepy Hollow Apartment Owner Files Chapter 33
3PEA INTERNATIONAL: Reports $226,000 Net Income in First Quarter
56 WALKER: Returns to Chapter 11 to Sell
A123 SYSTEMS: B456 Liquidating Plan Confirmed by Bankr. Judge
ABSORBENT TECHNOLOGIES: OK'd to Incur Postpetition Financing

ACCESS MIDSTREAM: S&P Retains 'BB-' Rating on Sr. Unsecured Notes
ACCESS PHARMACEUTICALS: Posts $4.1MM Net Income in First Quarter
ACTION SKATE PARKS: NY Court Bars Enforcement of Nevada Judgment
AEOLUS PHARMACEUTICALS: Incurs $5.7MM Net Loss in March 31 Qtr.
AEMETIS INC: Incurs $9.8 Million Net Loss in First Quarter

AFFIRMATIVE INSURANCE: Incurs $6.2 Million Net Loss in Q1
AGY HOLDING: Incurs $4.7 Million Net Loss in First Quarter
AHERN RENTALS: Secures $415MM Bankruptcy Exit Loan
AIDA'S PARADISE: Creditor Wants Confirmation Hearing Deferred
ALLIED DEFENSE: Had $43MM Net Assets in Liquidation at March 31

ALION SCIENCE: Awarded $52.7MM Orders Under WSTIAC IDIQ Contract
AMC ENTERTAINMENT: Fitch Affirms 'B' Issuer Default Rating
AMERICAN AIRLINES: Court Approves $3.25-Bil. in New Financing
AMERICAN AIRLINES: USAir Merger Formally Approved by Bankr. Judge
AMERICAN AIRLINES: Settles FAA's $162-Million Claim

AMERICAN AIRLINES: Seeks Approval of MOU on Labor Contracts
AMERICAN NATURAL: Incurs $496,000 Net Loss in First Quarter
AMINCOR INC: Incurs $2.5-Mil. Net Loss in First Quarter
ANTHRACITE CAPITAL: Settlement Can't be Kept Secret
ARCAPITA BANK: Urges Judge to Subordinate $120MM Sale Claims

AVANTAIR INC: Delays Form 10-Q for First Quarter
AVIV HEALTHCARE: Moody's Hikes Senior Debt Rating to 'Ba3'
B&G FOODS: Moody's Rates New $700MM Senior Notes 'B1'
B&G FOODS: S&P Assigns Prelim 'BB' Rating on Sr. Secured Notes
BANK OF THE CAROLINAS: Files Form 10-Q, Posts $434K Income in Q1

BIG M: YM USA Agrees to Reinstatement as Stalking Horse
BIO-KEY INTERNATIONAL: Incurs $315,500 Net Loss in First Quarter
BIOVEST INT'L: Sets Auction to Test for Better Debt Swap
BIOVEST INT'L: Had $2.4-Mil. Net Loss in March 31 Qtr.
BIRDSALL SERVICES: England & Co to Represent Chapter 11 Trustee

BROADWAY FINANCIAL: Incurs $931,000 Net Loss in First Quarter
BRONX PARKING: Bondholders Seek to Stave Off Bankruptcy Filing
CASH STORE: Moody's Cuts Ratings to 'Caa1'; Outlook Negative
CENTRAL FEDERAL: Incurs $810,000 Net Loss in First Quarter
CENTURY ALUMINUM: Moody's Rates New Senior Notes B3, Outlook Neg

CENTURY ALUMINUM: S&P Rates $250MM Senior Secured Notes 'B'
CEREPLAST INC: Delays Form 10-Q for First Quarter
CHINA PRECISION: Incurs $13.5 Million Net Loss in March 31 Qtr.
CICERO INC: Incurs $1 Million Net Loss in First Quarter
CODA HOLDINGS: Recalls Sedan to Repair Side-Curtain Air Bags

COLDWATER PORTFOLIO: Wal-Mart Shadow Store Owner to File New Plan
COLDWATER PORTFOLIO: Plan Filing Deadline Extended to May 31
COMMUNITY SHORES: Posts $5.3 Million Net Income in First Quarter
CONCHO RESOURCES: Strong Margins Cue Moody's to Lift CFR to Ba2
CONCHO RESOURCES: S&P Affirms 'BB+' Rating to Sr. Unsecured Notes

CORD BLOOD: Incurs $588,000 Net Loss in First Quarter
CSD LLC: Wayne Newton Museum Developer Files Ch. 11 Plan
CUBIC ENERGY: Incurs $2.2 Million Net Loss in March 31 Quarter
DETROIT, MI: Next Six Weeks Will Likely Determine Bankruptcy Fate
DETROIT, MI: Recovery Plan Raises Specter of Default, Moody's

DEWEY & LEBOEUF: Meets Opposition to Settlement With Davis, XL
DIGITAL DOMAIN: Officers, Auditor Sued by Investors
DYNASIL CORP: Incurs $7.2 Million Net Loss in March 31 Quarter
EAST COAST BROKERS: Assets Put Up for Sale in Sealed Bid Offerings
DYNAVOX INC: Incurs $6.6-Mil. Net Loss in March 29 Quarter

EASTMAN KODAK: Disclosure Hearing Scheduled for June 13
EAU TECHNOLOGIES: Delays Form 10-Q for First Quarter
ECO BUILDING: Faces Complaint Over Secured Debenture Default
ELAN CORP: Moody's Confirms 'Ba3' Corporate Family Rating
ELAN CORP: S&P Affirms 'B+' CCR & Rates Sr. Unsecured Notes 'B+'

EMISPHERE TECHNOLOGIES: Incurs $2.4MM Net Loss in First Quarter
EPICEPT CORP: Delays First Quarter Form 10-Q for Review
EVERGREEN OIL: U.S. Trustee Appoints 5-Member Creditors Panel
EVERGREEN OIL: Hires John Nash as Special Litigation Counsel
EVERGREEN OIL: Can Employ Cappello Capital as Investment Banker

FLAT OUT: CBIZ Approved as Committee's Valuation Consultant
FNBH BANCORP: Reports $2.5 Million Net Income in First Quarter
FONTAINEBLEAU LAS VEGAS: Aussie Gambling Co. Must Face Suit
FRIENDFINDER NETWORKS: Incurs $10.4 Million Net Loss in Q1
GABRIEL TECHNOLOGIES: Creditors Win Right to Probe Insiders

GEOMET INC: Incurs $5.7 Million Net Loss in First Quarter
GEORGE WASHINGTON ACADEMY: S&P Revises Outlook, Affirms BB+ Rating
GENERAL MOTORS: Whistleblower Suit Holds Up Payout to Creditors
GMX RESOURCES: Schedules August Auction
GREAT CHINA INTERNATIONAL: Incurs $948K Net Loss in 1st Quarter

GREENSHIFT CORP: Incurs $102,000 Net Loss in First Quarter
GTP ACQUISITION: Fitch Affirms 'BB-' Rating on $210MM Notes
HALLWOOD GROUP: Files Form 10-Q, Had $1.3 Million Loss in Q1
HEARUSA INC: Shareholders Seek to Block Trustee's Fees
HOWREY LLP: Judge Montali Retains Outside 'Jewel' Case

IDERA PHARMACEUTICALS: Incurs $4.1-Mil. Net Loss in 1st Quarter
IMH FINANCIAL: Delays Q1 Form 10-Q for Valuation Analyses
IMPERIAL CAPITAL: FDIC Loses Fight Over $30MM in Tax Refunds
INFINITY ENERGY: Delays Form 10-Q for First Quarter
INFUSYSTEM HOLDINGS: Exec. Chairman Plans to Submit Takeover Bid

INTEGRATED BIOPHARMA: Incurs $532,000 Net Loss in March 31 Qtr.
INTERMETRO COMMUNICATIONS: Incurs $592,000 Net Loss in Q1
JAMES RIVER: S&P Lowers Rating on Convertible Notes to 'D'
JEFFERSON COUNTY, AL: Names New Top Lawyer
JEFFERSON COUNTY: Scheduled to File Plan by End of June

JOURNAL REGISTER: Cozen O'Connor Approved as Real Estate Counsel
KIT DIGITAL: Creditors Have Until June 21 to File Proofs of Claim
KIT DIGITAL: Files Schedules of Assets and Liabilities
KIT DIGITAL: U.S. Trustee Forms Three-Member Creditors Committee
KIT DIGITAL: Unsecureds Will Be Paid in Full from Available Cash

KIWIBOX.COM INC: Delays Form 10-Q for First Quarter
LA JOLLA: Had $4.2 Million Net Loss in First Quarter
LEHMAN BROTHERS: Credit Agricole Slams $34MM Terminated-Swaps Suit
LIGHTSQUARED INC: Dish Said to Offer $2 Billion for Spectrum
LLS AMERICA: Etter McMahon Loses Bid for Jury Trial

LYON WORKSPACE: Plan Filing Deadline Extended to Aug. 17
MASSILLON, OH: Moody's Lowers Rating Tax Bonds to 'Ba1'
MDU COMMUNICATIONS: Incurs $1.3MM Net Loss in March 31 Quarter
MEMORIAL PRODUCTION: $100MM Notes Add-On Gets Moody's Caa1 Rating
MERISEL INC: Incurs $2 Million Net Loss in First Quarter

METEX MANUFACTURING: Plan Exclusivity Extended Until September
MIDSTATES PETROLEUM: Moody's Rates $700MM Unsecured Notes 'Caa1'
MILAGRO OIL: Expects to File First Quarter Form 10-Q Today
MOBIVITY HOLDINGS: Incurs $2.4 Million Net Loss in First Quarter
MUSCLEPHARM CORP: Incurs $7.4 Million Net Loss in 1st Quarter

NEWLEAD HOLDINGS: Delays Form 20-F for Nickel Acquisition Issues
NORSE ENERGY: Holding Land Hostage, Suit Says
ORECK CORP: Vacuum Maker Granted Interim Approval to Use Cash
ORMET CORP: Says $130MM Sale Kept It From Liquidating
OVERLAND STORAGE: Incurs $5.1 Million Net Loss in March 31 Qtr.

PATROIT COAL: Can Pay $6.9 Million in Executive Bonuses
PEREGRINE FIN'L: Trustee Seeks Sole Right to Sue Banks
PITTSBURGH CORNING: Ch. 11 Asbestos Plan OK'd After 13 Years
PLAY BEVERAGES: N.D. Ill. Court Stays Playboy's Trademark Suit
PMI GROUP: U.S. Trustee Forms Three-Member Creditors Committee

POWERWAVE TECHNOLOGIES: Taps Goldberg Lowenstein for IP Matters
POWERWAVE TECHNOLOGIES: Material Terms of Employee Incentive Plan
POWERWAVE TECH: Wants Until Aug. 26 to Propose Chapter 11 Plan
PRIMUS TELECOMMUNICATIONS: S&P Withdraws 'B-' Corp. Credit Rating
PROLOGIS INC: S&P Raises Rating on Preferred Stock to 'BB+'

PROVIDENT FUNDING: Moody's Affirms 'Ba3' CFR, Stable Outlook
PROVIDENT FUNDING: S&P Rates $500MM Sr. Unsecured Notes 'B+'
PUERTO DEL REY: Can Employ Acosta & Ramirez as Tax Consultant
QUANTUM CORP: Peter Feld Held 17% Equity Stake as of May 13
QUANTUM FUEL: Incurs $6.9 Million Net Loss in First Quarter

RADNOR HOLDINGS: Skadden Should Be Denied $4MM Fee, Ex-CEO Claims
READER'S DIGEST: A&M Approved as Committee's Financial Advisors
READER'S DIGEST: Plan Confirmation Hearing Set for June 28
READER'S DIGEST: Deloitte & Touche OK'd as Accounting Consultant
READER'S DIGEST: Duff & Phelps OK'd as Valuation Services Provider

READER'S DIGEST: Panel Can Hire Otterbourg Steindler as Counsel
RESIDENTIAL CAPITAL: Seeks to Pay $800MM to 9.625% Noteholders
RESIDENTIAL CAPITAL: Talcott Wants Testimony Included in Trial
RESIDENTIAL CAPITAL: Rothstein Argues Right to Pursue Ally Claims
RESIDENTIAL CAPITAL: Starts Filing of Omnibus Claims Objections

RG STEEL: Wins Approval to Hire Gellert as Special Counsel
REVSTONE INDUSTRIES: Gets an Extension to File Chapter 11 Plan
ROTECH HEALTHCARE: Equity Committee Survives, Financing Approved
SAAB AUTOMOBILE: 3 Former Execs Arrested in Sweden for Tax Evasion
SABRA HEALTH: Moody's Rates $200MM Debt Issuance 'B1'

SABRA HEALTH: S&P Rates $200MM Senior Notes Due 2023 'BB-'
SAN BERNARDINO, CA: CalPers Wants Winston & Strawn Disqualified
SAN DIEGO HOSPICE: Files Joint Liquidating Plan With Committee
SCHOOL SPECIALTY: U.S. Trustee Files Plan Objection
SCOOTER STORE: Given Final Approval for $10 Million Secured Loan

SEAN DUNNE: Ulster Bank Seeks Irish Bankruptcy
SPANISH BROADCASTING: Incurs $5.2-Mil. Net Loss in 1st Quarter
SPECIALTY PRODUCTS: Asbestos Claims Estimated at $1.17 Billion
SPENDSMART PAYMENTS: Incurs $5.4-Mil. Net Loss in Fiscal Q2
SPRINGLEAF FINANCE: Moody's Rates New $250MM Senior Notes 'Caa1'

SPRINGLEAF FINANCE: S&P Rates $250MM 7-Yr Sr. Unsecured Notes CCC+
STANADYNE HOLDINGS: Incurs $9.9 Million Net Loss in 1st Quarter
TIME WARNER: Fitch Affirms 'BB+' Preferred Membership Units Rating
UNITED BANCSHARES: Delays Form 10-Q for First Quarter
USG CORP: S&P Revises Outlook to Positive & Affirms 'B' CCR

VANTAGE ONCOLOGY: S&P Rates $250MM Sr. Secured Notes 'B'
VERITY CORP: Incurs $530K Net Loss in March 31 Quarter
VERTIS HOLDINGS: Seeks to Extend Plan Filing to Aug. 6
WARNER CHILCOTT: S&P Affirms 'BB' Corporate Credit Rating
WCI COMMUNITIES: Lesina Assoc. May Pursue Claims v. New WCI

WINDSORMEADE OF WILLIAMSBURG: Wins Confirmation of Prepack Plan

* Circuit Warns Lenders About Cross-Collateralization
* Appeals Court Requires Quick Return on Repossessed Auto
* Bank Held in Contempt of Loss-Mitigation Program
* Fourth Circuit Upholds Lien Stripping in Chapter 20
* No Dischargeability Time Limits If Notice Not Given

* Banks Slow to Pay Out Mortgage Relief
* Criminal Charges Weighed Against SAC
* Duration Risk Key Concern of Bond Investors, Rodilosso Says
* Mom-and-Pop Tenants Still Struggle for Access to Capital
* Some Banks Halt Foreclosures, Citing Regulator's Bulletin
* California Boomtown Draws SEC Probe on Development

* Wall Street Wins Rollback in Dodd-Frank Swap-Trade Rules
* Study: Cancer Patients More Prone to Bankruptcy

* U.S. Legal System Ranked as Most Costly
* Wells Fargo Seeks to Cancel Lawsuit's Class-Action Status
* Regulators Target Exchanges, Get Ready to Hit One w/ Record Fine
* New Accounting Proposal on Leasing Portends Big Changes

* Cadwalader Wickersham Co-Chairs & Partners Named
* Houlihan Lokey Head of Asia Appointed
* Potter Anderson Partners Added
* Winston & Strawn Faces DQ Bid In Calif. City Bankruptcies

* Upcoming Meetings, Conferences and Seminars

                            *********

146-148 CORTLAND: Sleepy Hollow Apartment Owner Files Chapter 33
----------------------------------------------------------------
146-148 Cortland Street LLC, the owner of two three-story
apartment buildings in Sleepy Hollow, New York, filed for
Chapter 11 bankruptcy for a third time (Bankr. S.D.N.Y. Case No.
13-22762), this time to determine if there is anything still owing
on a second mortgage.

The property has 20 units, 18 occupied, according to a court
filing. Monthly revenue is $27,000 while operating expenses are
less than $10,000.

The petition pegs the value of the property at $3.7 million, with
$2.4 million owing on the undisputed first mortgage. The owner
intends to use bankruptcy to refinance the first mortgage.

With regard to the second mortgage, the owner claims it was paid
in full.  The lender contends there was a default early in the
term of the mortgage resulting in late charges and interest at a
higher default rate.  The owner wants the bankruptcy judge to rule
that nothing more is due on the second mortgage.

The property was in Chapter 11 in 2009 and 2010.  In both
instances, disputes on the mortgages were resolved.


3PEA INTERNATIONAL: Reports $226,000 Net Income in First Quarter
----------------------------------------------------------------
3Pea International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income attributable to the Company of $226,405 on $2.11
million of revenue for the three months ended March 31, 2013, as
compared with net income attributable to the Company of $76,390 on
$1.48 million of revenues for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $6.68
million in total assets, $6.96 million in total liabilities and a
$277,406 total stockholders' deficit.

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

                        http://is.gd/Hx47PO

                     About 3Pea International

Henderson, Nev.-based 3Pea International, Inc., is a transaction-
based solutions provider.  3PEA through its wholly owned
subsidiary 3PEA Technologies, Inc., focuses on delivering reliable
and secure payment solutions to help healthcare companies,
pharmaceutical companies and payers businesses succeed in an
increasingly complex marketplace.

After auditing the financial statements for year ended Dec. 31,
2011, Sarna & Company, in Thousand Oaks, California, noted that
the Company has suffered recurring losses from operations, which
raise substantial doubt about its ability to continue as a going
concern.

3Pea International reported net income attributable to the
Company of $1.81 million on $6.70 million of revenue for the year
ended Dec. 31, 2012, as compared with net income attributable to
the Company of $215,291 on $3.30 million of revenue for the year
ended Dec. 31, 2011.


56 WALKER: Returns to Chapter 11 to Sell
----------------------------------------
56 Walker LLC, the owner of the building at 56 Walker Street in
the Tribeca section of Manhattan is back in Chapter 11 (Bankr.
S.D.N.Y. Case No. 13-11571), this time aiming for a $23 million
sale to pay off about $14 million in mortgages and $2 million in
unsecured debt.

The previous bankruptcy began in September 2011 and was dismissed
in August 2012 when the bankruptcy judge refused to approve a
settlement.  The new petition was filed May 13.  The six-story
mixed-use building has about 11,500 square feet, excluding
mezzanines. There is a restaurant/cabaret in the basement with
commercial and residential units on upper floors.

The building was acquired in 2003 for $3 million.  Secured lender
MB Financial Bank is owed $12.5 million.  There is a disputed
mortgage for another $750,000.

In the Chapter 11 petition filed last year, the owner said the
property was worth $11 million while secured debt was
$15.2 million. The new petition pegs the assets as being worth
$23 million, with debt totaling $16 million.

The property is just below Canal Street in lower Manhattan.

56 Walker LLC first filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 11-14480) on Sept. 23, 2011.


A123 SYSTEMS: B456 Liquidating Plan Confirmed by Bankr. Judge
-------------------------------------------------------------
A federal judge in Delaware confirmed the liquidation plan for the
bankrupt battery maker formerly known as A123 Systems Inc., after
accepted the plan.

BankruptcyLaw360 reports that the approval came after several
remaining small disputes in the case were smoothed out, including
one that saw the company's former stalking horse bidder Johnson
Controls Inc. agree to pay $200,000 to the estate.

The Plan would repay all secured creditors in full with some money
left over for unsecured creditors.

According to Bloomberg News, the plan is structured so holders of
$143.8 million in subordinated notes should have a recovery of
36.3 percent.  If B456 reduces claims to amounts the company
believes correct, the recovery on the subordinated notes could
increase to 62.9 percent, according to the disclosure statement.
General unsecured creditors, who previously were said to have
$124 million in claims, would have roughly the same recovery.

                       About A123 Systems

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

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

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

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

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

B456 has filed a liquidating Chapter 11 plan designed to give
holders of $143.75 million in subordinated notes a recovery of
about 65%.  General unsecured creditors with $124 million in
claims are to have the same recovery.  The plan provides for
holders of $35.7 million in senior note claims to be paid in full.


ABSORBENT TECHNOLOGIES: OK'd to Incur Postpetition Financing
------------------------------------------------------------
The Hon. Trish M. Brown of the U.S. Bankruptcy Court for the
District of Oregon authorized Absorbent Technologies, Inc., to:

   -- obtain postpetition loans of up to $1,000,000 jointly from
Joseph A. Nathan living trust ua dtd 12/30/1996, Joseph A Nathan
trustee and United Phosphorus Inc., secured by first priority
security interests in and liens upon all of the Debtor's
intellectual property and all proceeds thereof; and

   -- enter into the Debtor-in-Possession Financing Agreement
dated May 1, 2013, between lenders and Debtor.

The Debtor would use the funds to pay lease and insurance
obligations, postpetition payroll and other administrative
expenses necessary to manage and preserve its assets and
properties until July 15, 2013.

The Debtor related that no other source of financing exists other
than from the lenders.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant the lenders perfected
first priority security interest in and lien on all of Debtor's
interests in intellectual property collateral and all proceeds
thereof, and a superpriority administrative expense claim, subject
to the carve out on certain expenses.

                      Absorbent Technologies

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

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

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

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

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

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


ACCESS MIDSTREAM: S&P Retains 'BB-' Rating on Sr. Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its recovery
rating on U.S. midstream energy master limited partnership Access
Midstream Partners L.P.'s senior unsecured notes to '4' from '3'.
The '4' recovery rating indicates S&P's expectation for average
(30% to 50%) recovery if a payment default occurs.  The 'BB-'
senior unsecured rating remains unchanged.

The revision follows the partnership recently upsizing its senior
secured revolving credit facility to $1.75 billion from
$1 billion.  S&P has revised its recovery rating because of its
view that the upsizing of the higher-priority debt will result in
lower recovery prospects for the unsecured claimants.  In
accordance with S&P's notching criteria for a recovery rating of
'4', S&P has maintained its 'BB-' issue-level rating on the senior
unsecured notes (equal to the corporate credit rating).

RATINGS LIST

Access Midstream Partners L.P.
Corporate credit rating                 BB-/Stable/--

                                         TO          FROM
Access Midstream Partners L.P.
Senior unsecured notes                  BB-         BB-
  Recovery rating                        4           3


ACCESS PHARMACEUTICALS: Posts $4.1MM Net Income in First Quarter
----------------------------------------------------------------
Access Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $4.08 million on $1.22 million of total revenues for
the three months ended March 31, 2013, as compared with a net loss
of $4.89 million on $1.83 million of total revenues for the same
period during the prior year.

The Company's balance sheet at March 31, 2013, showed $1.72
million in total assets, $15.32 million in total liabilities and a
$13.60 million total stockholders' deficit.

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

                        http://is.gd/2dOXXw

                    About Access Pharmaceuticals

Access Pharmaceuticals, Inc., develops pharmaceutical products
primarily based upon its nano-polymer chemistry technologies and
other drug delivery technologies.  The Company currently has one
approved product, one product candidate at Phase 3 of clinical
development, three product candidates in Phase 2 of clinical
development and other product candidates in pre-clinical
development.

Access Pharmaceuticals disclosed a net loss allocable to common
stockholders of $12.53 million on $4.40 million of total revenues
for the year ended Dec. 31, 2012, as compared with a net loss
allocable to common stockholders of $4.30 million on $1.84 million
of total revenues during the prior year.

Whitley Penn 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 had recurring losses from operations, negative
cash flows from operating activities and has an accumulated
deficit, which conditions raise substantial doubt about the
Company's ability to continue as a going concern.


ACTION SKATE PARKS: NY Court Bars Enforcement of Nevada Judgment
----------------------------------------------------------------
RANDOLPH BLUM, Plaintiff, v. SPAHA CAPITAL MANAGEMENT LLC and JOHN
VAN CLIEF, Defendants, Docket No. 654154/2012, Sequence No. 001
(N.Y. Sup. Ct.), was commenced pursuant to Civil Practice Law and
Rules Sec. 3213 with a summons and notice of motion for summary
judgment in lieu of complaint to enforce a default judgment
against the defendants rendered by the United States District
Court in Nevada.  The Defendants oppose the plaintiff's motion on
the ground that the Nevada court lacked personal jurisdiction over
them.

In an April 30, 2013 Decision/Order available at
http://is.gd/c4Z1hEfrom Leagle.com, New York Judge Cynthia S.
Kern denied the plaintiff's motion.

On February 16, 2012, Mr. Blum commenced the Nevada Action against
the defendants, asserting nine causes of action: (1) Breach of
Contract; (2) Breach of Fiduciary Duty; (3) Contractual Breach of
the Implied Covenant of Good Faith and Fair Dealing; (4) Tortious
Breach of the Implied Good Faith and Fair Dealing; (5)
Constructive Fraud; (6) Fraudulent/Intentional Misrepresentation
(including sending of fraudulent stock certificate); (7)
Constructive Trust; (8) Conversion; and (9) Unjust Enrichment.

Neither defendant answered or appeared in the Nevada Action, and
on April 17, 2012, Mr. Blum moved for default judgment, which the
Nevada District court granted.

On Nov. 30, 2012, Mr. Blum commenced the state court action
against the defendants with a summons and notice of motion for
summary judgment in lieu of complaint to enforce the Judgment in
the Nevada Action.  The Defendants now, for the first time,
contend that the Judgment is unenforceable as the court in the
Nevada Action lacked personal jurisdiction over them.

Mr. Blum is a resident of Nevada. Neither defendant, on the other
hand, resides in Nevada.  Defendant Spaha Capital Management LLC
is a corporation that was formed and maintains offices in New York
and defendant John Van Clief, president of Spaha, is a resident of
New York.

In 2006, Mr. Blum invested in a company called Action Skate Parks,
Inc. d/b/a Woodward Skateparks.  On Dec. 13, 2007, Woodward
Skateparks filed for Chapter 11 Bankruptcy in Atlanta, Georgia.
In October 2008, Spaha purchased Woodward Skateparks through the
bankruptcy process.  Pursuant to the purchase, Spaha agreed to
carry Mr. Blum's investment in Woodward Skateparks.  According to
Mr. Blum's complaint, in February 2006, the defendants sold his
246,000 shares of common stock and a warrant of 123,000 of common
stock in Spaha and/or Woodward Skateparks.  Thereafter, the
defendants allegedly sent Mr. Blum certificates totaling 246,000
shares of the stock, but failed to send a certificate for the
additional 123,000 shares of stock owed to him per the warrant.
Over the next four years, Mr. Blum allegedly attempted to get the
defendants to issue the outstanding stock. On June 4, 2010, the
defendants allegedly sent Mr. Blum a certificate in the amount of
approximately 54,000 common shares of stock, which Mr. Blum
alleges purposefully contained errors to defraud him.  Thereafter,
after allegedly several agreements, Mr. Blum and Spaha finally
entered into a contract on November 2, 2011, which purported to be
the conclusion of all business between Spaha and Mr. Blum.

The contract states: "Payment of $150,000 is due from Spaha
Capital Management, LLC to [plaintiff] on November 7th, 2011.
Subsequent payment of an additional $150,000 to [plaintiff] is due
on November 11th, 2011 . . . This close [sic] will conclude all
business between Spaha Capital Management, LLC and [plaintiff]."

Mr. Blum alleges that, to date, the defendants have failed to
tender any of the money owed.

"[P]laintiff's motion for summary judgment in lieu of a complaint
is denied as the Nevada Judgment is defective for lack of personal
jurisdiction. The court will not convert this into a regular
action as its determination that the Judgment is defective is
dispositive on plaintiff's entire action and must be dismissed.
The Clerk is directed to enter judgment accordingly," Judge Kern
said.

Based in Suwanee, Georgia, Action Skate Parks, Inc., dba Woodward
Skateparks, owner and operator of skating rinks, filed for Chapter
11 bankruptcy (Bankr. N.D. Ga. Case No. 07-22637) on Dec. 13,
2007.  Judge Robert Brizendine presided over the case.  Scott B.
Riddle, Esq., in Atlanta, served as the Debtor's counsel.  The
Debtor estimated $1 million to $100 million in both assets and
debts.


AEOLUS PHARMACEUTICALS: Incurs $5.7MM Net Loss in March 31 Qtr.
---------------------------------------------------------------
Aeolus Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $5.78 million on $859,000 of contract revenue for
the three months ended March 31, 2013, as compared with net incom
eof $2.76 million on $2.23 million of contract revenue for the
same period during the prior year.

For the six months ended March 31, 2013, the Company incurred a
net loss of $1.75 million on $2.20 million of contract revenue, as
compared with net income of $5.74 million on $4.44 million of
contract revenue for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $4.67
million in total assets, $3.06 million in total liabilities and
$1.60 million in total stockholders' equity.

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

                        http://is.gd/S8PbiM

                    About Aeolus Pharmaceuticals

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

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

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


AEMETIS INC: Incurs $9.8 Million Net Loss in First Quarter
----------------------------------------------------------
Aemetis, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $9.81 million on $19.42 million of revenues for the three
months ended March 31, 2013, as compared with a net loss of $8.36
million on $44.19 million of revenues for the same period during
the prior year.

The Company's balance sheet at March 31, 2013, showed $94.76
million in total assets, $98.14 million in total liabilities and a
$3.37 million total stockholders' deficit.

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

                        http://is.gd/HzZyMg

                           About Aemetis

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

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

The Company reported a net loss of $4.3 million on $189.0 million
of revenues in 2012, compared with a net loss of $18.3 million on
$141.9 million of revenues in 2011.


AFFIRMATIVE INSURANCE: Incurs $6.2 Million Net Loss in Q1
---------------------------------------------------------
Affirmative Insurance Holdings, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $6.25 million on $63.81 million of
total revenues for the three months ended March 31, 2013, as
compared with a net loss of $8.48 million on $51.45 million of
total revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $392.86
million in total assets, $532.41 million in total liabilities and
a $139.55 million total stockholders' deficit.

"The Company's recent history of recurring losses from operations,
its failure to comply with the Financial Covenants in its senior
secured credit facility, its failure to comply with the Illinois
Department of Insurance reserve requirement, and the substantial
liquidity needs the Company will face when the senior secured
credit facility expires in January 2014 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/qWizpt

                    About Affirmative Insurance

Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets.  Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors.  Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $43.6 million on $154.4 million of total revenues,
compared with a net loss of $17.4 million on $197.1 million of
revenues for the same period of 2012.


AGY HOLDING: Incurs $4.7 Million Net Loss in First Quarter
----------------------------------------------------------
AGY Holding Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $4.69 million on $43.68 million of net sales for the three
months ended March 31, 2013, as compared with a net loss of $8.40
million on $47.05 million of net sales for the same period during
the prior year.

The Company's balance sheet at March 31, 2013, showed $210.32
million in total assets, $300.38 million in total liabilities and
a $90.05 million total shareholders' deficit.

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

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

                        http://is.gd/HkR7nB

AGY Holding has entered into a Restructuring and Support Agreement
with holders of approximately 92 percent in aggregate principal
amount of its 11 percent senior second lien notes due 2014 to
recapitalize the company.  A copy of the Agreement is available
for free at http://is.gd/Zp3hMk

On May 15, 2013, AGY and certain of its subsidiaries entered into
a First Amendment to Amended and Restated Master Lease Agreement
with the Lessor that (a) extends the term of the Metals Facility
to the earlier of (i) July 15, 2013, (ii) the date of the
termination of the Support Agreement, (iii) the date of (1) any
acceleration of the obligations under the ABL Facility or the
indenture governing the Existing Notes or (2) the exercise of
remedies with respect to collateral by the ABL Agent or the
Existing Notes Trustee or (iv) the consummation of the
Restructuring Transactions and (b) provides that the Lessor will
forbear from exercising its rights under Metals Facility with
respect to any event of default arising out of or resulting from
failure to make any interest payment due under the Existing Notes
or the ABL Facility until the earlier to occur of (i) July 15,
2013, (ii) the occurrence of any other default under the Metals
Facility or (iii) an amendment or any restructuring of the ABL
Facility or the indenture governing the Existing Notes that is not
reasonably satisfactory to the Lessor.

AGY and certain of its subsidiaries entered into a letter
agreement with the ABL Agent that provides that the ABL Agent will
forbear from exercising its rights under ABL Facility with respect
to any event of default arising out of or resulting from failure
to make any interest payment due under the Existing Notes until
the earlier to occur of (i) the occurrence of any other default
under the ABL Facility or any breach under the ABL Forbearance,
(ii) the exercise of any rights and remedies or the taking of any
enforcement action by the Lessor, or the termination of the Metals
Facility or the forbearance under the Metals Facility, (iii) the
exercise of remedies with respect to collateral by the Existing
Notes Trustee or any holder of Existing Notes, or the acceleration
of any obligations under the Existing Notes or (iv) the
termination or expiration of the Support Agreement.

Pursuant to its obligations under the Support Agreement, AGY
intends to further extend the Metals Facility to a date that is
approximately three years from the closing of the Restructuring
Transactions in connection with a syndication to a group of
participants to be arranged by the Lessor.  No assurance can be
given that the Company will secure such an extension of the Metals
Facility on terms acceptable to AGY, or at all.

A copy of the First Amendment to Amended and Restated Master Lease
Agreement is available for free at http://is.gd/yDJOXC

                         About AGY Holding

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

                           *     *     *

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

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

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


AHERN RENTALS: Secures $415MM Bankruptcy Exit Loan
--------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Ahern Rentals
Inc. has asked a Nevada bankruptcy judge to sign off on a $415
million financing package from Jeffries Finance LLC that it plans
to use to fund its Chapter 11 exit, according to court papers
filed Sunday.

According to the report, the equipment rental company said the fee
and engagement letters for the Jeffries financing need to be kept
confidential, but that the secured bridge loan is expected to cost
about $20 million. Earlier this month, Ahern also sought approval
for two loans totaling $495 million, the report noted.

                        About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- offers rental equipment
to customers through its 74 locations in Arizona, Arkansas,
California, Colorado, Georgia, Kansas, Maryland, Nebraska, Nevada,
New Jersey, New Mexico, North Carolina, North Dakota, Oklahoma,
Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah,
Virginia and Washington.

Privately held Ahern Rentals filed a voluntary Chapter 11 petition
(Bankr. D. Nev. Case No. 11-53860) on Dec. 22, 2011, after failing
to obtain an extension of the Aug. 21, 2011 maturity of its
revolving credit facility.  In its schedules, the Debtor disclosed
$485.8 million in assets and $649.9 million in liabilities.

Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver and DLA Piper LLP (US) serve as the Debtor's
counsel.  The Debtor's financial advisors are Oppenheimer & Co.
and The Seaport Group.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.

Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.

Attorney for GE Capital is James E. Van Horn, Esq., at
McGuirewoods LLP.  Wells Fargo Bank is represented by Andrew M.
Kramer, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.
Allan S. Brilliant, Esq., and Glenn E. Siegel, Esq., at Dechert
LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

In December 2012, the Court terminated Ahern's exclusive right to
propose a plan, saying the company failed to negotiate in good
faith after a year in Chapter 11.  Certain holders of the Debtor's
9-1/4% senior secured second lien notes due 2013 proposed in
February their own Plan to complete with Ahern's proposal.  The
Noteholder Group consists of Del Mar Master Fund Ltd.; Feingold
O'Keeffe Capital, LLC; Nomura Corporate Research & Asset
Management Inc.; Och-Ziff Capital Management Group; Sphere
Capital, LLC - Series B; and Wazee Street Capital Management, LLC.
They are represented by Laurel E. Davis, Esq., at Fennemore Craig
Jones Vargas, Kurt A. Mayr, Esq., and Daniel S. Connolly, Esq., at
Bracewell & Giuliani LLP.

In March 2013, the Court approved disclosure materials explaining
both plans.  Ahern and the lenders both propose paying unsecured
claims in full.  The lenders' plan fully pays unsecured creditors
when the plan is implemented.  The Ahern plan pays them over a
year, thus giving unsecured creditors the right to vote only on
the Debtor's plan.

Ahern's Plan offers the junior lenders $160 million cash and new
debt if they accept the plan.  Otherwise, they are slated to
receive all new debt, for eventual full payment.  The lenders'
plan pays all creditors in full other than the $267.7 million in
second-lien debt that converts to equity.

Plan confirmation hearing has been set for June 3 to 5, 2013.  A
copy of the Court-approved scheduling order with respect to the
Plan confirmation hearing is available at http://is.gd/DU27CF


AIDA'S PARADISE: Creditor Wants Confirmation Hearing Deferred
-------------------------------------------------------------
Creditor Hari Om Inc/ID I asks the U.S. Bankruptcy Court for the
Middle District of Florida to continue the hearing to consider the
final approval of the Second Amended Disclosure Statement, and
confirmation of Aida's Paradise, LLC's Second Amended Plan of
Reorganization.

The creditor requests that the Court enter an order continuing the
confirmation hearing and all related deadlines for a period of at
least 30 days after the scheduled May 15 hearing.

According to the Creditor, in the amended schedule, the Debtor
asserts a claim owed to the creditor in the amount of $30,000, but
gives no indication for the basis of the claim.  The creditor does
not dispute that the Debtor owes the creditor money, only that the
creditor's claim far exceeds $30,000.

The Creditor needs additional to time to investigate and conduct
discovery of the Debtor's most recent tortious conduct against
creditor and other unauthorized actions of Debtor that relate to
confirmation of the Plan (committed recently as April 24, 2013),
in order to adequately prepare for confirmation of the Plan and
apply for administrative expense priority.

                             The Plan

As reported in the Troubled Company Reporter on April 16, 2013,
the Court has conditionally approved the Second Amended Disclosure
Statement for the Debtor's Second Amended Plan dated March 21,
2013.

According to the disclosure statement, on the Effective Date,
Holders of Allowed Administrative Claims will be paid in full.
Holders of Allowed Unsecured Priority Tax Claims (except ad
valorem tax claims) will be paid, with interest, over a period of
5 years.

The Holder of the Class 1 Secured Claim, TD Bank, will retain its
lien on the I-Drive Properties, and will receive payments of
principal and interest thru and including Oct. 9, 2015, as set
forth in the Plan.

The Holder of the Class 2 Allowed Secured Property Tax Claim will
retain its lien on the I-Drive Properties and be paid in full,
with interest, over a period of 5 years.

Holders of Allowed general Unsecured Claims in Class 3, which
includes the deficiency claim of TD Bank in the amount of
$3,272,294.44, will be paid a pro rata portion of the Class Flow
Note.

Interests in Class 4 will retain their interest in the Debtor in
exchange for New Value and, as such are Unimpaired.  The Debtor
estimates the Class 4 Holders will contribute approximately $5,000
per month through the life of the Plan to meet Plan Payment
obligations.

The Plan contemplates that the Debtor's current cash flow from the
rental income derived from the I-Drive Properties, anticipated
rental income for a new Restaurant tenant, and ongoing equity
contributions from the Principals, will be sufficient to make
payments to all Allowed Classes of Claims.

A copy of the Disclosure Statement is available at:

      http://bankrupt.com/misc/aida'sparadise.doc199.pdf

                       About Aida's Paradise

Based in Maitland, Florida, Aida's Paradise LLC owns roughly three
acres of developed real property on International Drive in
Orlando, Florida.  It leases various parcels of the I-Drive
Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts
(aka Jennifer's Donuts), and CBS Outdoor (which operates an
electronic billboard on site).

Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla.
Case No. 12-00189) on Jan. 6, 2012.  Chief Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, serves as the Debtor's counsel.  Terry J.
Soifer and Consulting CFO, Inc., serves as its financial advisor.
The petition was signed by Dr. Adil R. Elias, manager.

Aida's Paradise, LLC, filed a Plan of Reorganization, as amended,
which contemplates that the Debtor will continue to manage and
lease to tenants its I-Drive properties, and will continue to try
to secure a new restaurant tenant.

In its amended schedules, the Debtor disclosed assets of
$15,015,435 and liabilities of $9,643,768.


ALLIED DEFENSE: Had $43MM Net Assets in Liquidation at March 31
---------------------------------------------------------------
The Allied Defense Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
that as of March 31, 2013, it had $44.76 million in total assets,
$1.74 million in total liabilities and $43.02 million in net
assets in liquidation.

On June 24, 2010, the Company signed a definitive purchase and
sale agreement with Chemring Group PLC pursuant to which Chemring
agreed to acquire substantially all of the assets of the Company
for $59,560 in cash and the assumption of certain liabilities.  On
Sept. 1, 2010, the Company completed the asset sale to Chemring
contemplated by the Agreement.  Pursuant to the Agreement,
Chemring acquired all of the capital stock of Mecar for
approximately $45,810 in cash, and separately Chemring acquired
substantially all of the assets of Mecar USA for $13,750 in cash
and the assumption by Chemring of certain specified liabilities of
Mecar USA.  A portion of the purchase price was paid through the
repayment of certain intercompany indebtedness owed to the Company
that would otherwise have been cancelled at closing.  About
$15,000 of the proceeds of the sale was deposited into escrow to
secure the Company's indemnification obligations under the
Agreement.

In conjunction with the Agreement, the Board of Directors of the
Company unanimously approved the dissolution of the Company
pursuant to a Plan of Complete Liquidation and Dissolution.  The
Company's stockholders approved the Plan of Dissolution on
Sept. 30, 2010.  In response to concerns of certain of the
Company's stockholders, the Company agreed to delay the filing of
a certificate of dissolution with the Delaware Secretary of State.
The Company filed a certificate of dissolution with the Delaware
Secretary of State on Aug. 31, 2011.  In connection with this
filing, the Company's stock transfer agent has ceased recording
transfers of the Company's stock and its stock is no longer
publicly traded.

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

                        http://is.gd/YuY5U7

                  About The Allied Defense Group

The Allied Defense Group, Inc., based in Baltimore, Maryland,
previously conducted a multinational defense business focused on
the manufacture and sale of ammunition and ammunition related
products for use by the U.S. and foreign governments.  Allied's
business was conducted by two wholly owned subsidiaries: MECAR
sprl, formerly MECAR S.A., and ADG Sub USA, Inc., formerly MECAR
USA, Inc.


ALION SCIENCE: Awarded $52.7MM Orders Under WSTIAC IDIQ Contract
----------------------------------------------------------------
Alion Science and Technology Corporation disclosed that in the
second quarter, three tasks orders totaling $52.7 million have
been awarded to Alion under its WSTIAC IDIQ contract.

                    $16.25 Per Share Valuation

State Street Bank and Trust Company, as trustee, of the Alion
Science and Technology Corporation Employee Ownership, Savings and
Investment Plan, has selected a final value of $16.25 per share
for Alion's common stock as of March 31, 2013.

On April 9, 2013, Alion Science reported the sale of approximately
$1 million worth of its common stock to the Alion Science and
Technology Corporation Employee Ownership, Savings and Investment
Trust.  The Company sold approximately 63,814 shares to the Trust
at an average price of $16.25 per share for aggregate proceeds of
approximately $1 million.  The Company issued approximately
442,963 additional shares to the Trust, at an average price per
share of $16.25, as a contribution to the employee stock ownership
plan component of the Alion Science and Technology Corporation
Employee Ownership, Savings and Investment Plan.  The shares of
common stock were offered to the Trust pursuant to an exemption
from registration under Section 4(2) of the Securities Act of
1933, as amended.

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

                        http://is.gd/Y8IIyn

                        About Alion Science

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

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

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

                         Bankruptcy Warning

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


AMC ENTERTAINMENT: Fitch Affirms 'B' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed the 'B' Issuer Default Rating (IDR) of
AMC Entertainment, Inc.  The Rating Outlook has been revised to
Stable from Negative.

The Outlook revision is primarily driven by the company's improved
credit metrics (driven by debt reduction and improved operations),
Dalian Wanda Group's (Wanda) planned investment of additional
capital to improve AMC's circuit of theaters ($100 million
invested and an additional $400 million available), and Fitch's
stable outlook on the movie exhibition industry.

Improving Credit Metrics

Fitch calculated EBITDA (excludes NCM distribution) grew 18% for
the latest 12 month (LTM) period ending March 31, 2013. EBITDA
growth has primarily been driven by cost reductions (particularly
rent and other operating expense) in addition to the flow through
of revenue growth.

Fitch calculates March 31, 2013 LTM EBITDA margins of 14.6%
(excludes NCM distribution), an improvement from 10.6% at March
31, 2011. Recognizing the hit cyclical nature of the industry, and
the volatility this can cause to revenues and EBITDA, Fitch
expects AMC to hold EBITDA margins at or above 12% for the 'B'
rating.

In addition to EBITDA growth, the company has also reduced its
absolute debt levels from approximately $2.4 billion at fiscal
year-end (FYE) 2011 (March 31, 2011) to $2.1 billion. The change
is primarily driven by the redemption of its $300 million 2014
subordinated notes. The redemption was funded with cash on hand
and $50 million in capital contributions from Wanda. Fitch does
not expect the company to further reduce debt (other than
mandatory term loan amortization of $7.8 million annually).

EBITDA growth and debt reduction has reduced gross unadjusted
leverage to 5.1x (including NCM distribution in EBITDA) from 8.2x
at March 31, 2011. Fitch's base case incorporates AMC managing
leverage under 5.0x.

Fitch calculates interest coverage at March 31, 2013 at 2.7x
(including NCM distribution). Over the next few years, Fitch
expects interest coverage to be around 3x.

Ownership Support

Fitch views the acquisition of AMC by Dalian Wanda Group (Wanda)
as a credit positive. Wanda is a strategic investor which has
indicated its intention to invest $500 million in additional
capital ($100 million has been contributed), which Fitch expects
to be used over the next 3-5 years. $50 million of the
contribution made in 2012 was used to reduce debt. Fitch expects
the remaining funds to go toward theater circuit improvements.

Stable Industry Outlook

Industry fundamentals have benefitted from a strong film slate in
2012 that included 'The Avengers,' 'The Amazing Spider-Man,' and
'The Dark Knight Rises.' The 2013 film slate is also solid and
includes some highly anticipated movies such as 'The Hunger Games:
Catching Fire,' 'Iron Man 3,' 'Star Trek Into Darkness,' 'The
Hobbit: Desolation of Smaug,' and 'Thor: The Dark World.' However,
Fitch believes that the 2013 film slate, while solid, will not be
able to match 2012's performance. Fitch's base case incorporates
industry box office revenues to be down in the low to mid-single
digits. Fitch believes that this is part of the hit-cyclical
nature of the industry and Fitch maintains a stable outlook on the
industry.

Liquidity

AMC's liquidity is supported by $104 million of cash on hand, $150
million of availability on its revolving credit facility, and the
additional investment from Wanda to fund capital improvements.

On April 30, 2013, the company entered into a new credit agreement
comprising of a $775 million term loan and a $150 million
revolving credit facility. The term loan proceeds were used to pay
down the previous term loan balance (term loan due 2016 and term
loan due 2018). The transaction pushed back maturities and will
slightly reduce annual interest costs. The company has a
manageable maturity schedule, which consists of:

-- Revolver due in 2018;
-- $600 million in senior unsecured notes due in 2019;
-- $775 million term loan and $600 million in subordinated
   notes due 2020.

LTM free cash flow (FCF) at March 31, 2013 was $37 million. Fitch
expects cash from operations to grow over the next two years but
the company's planned increase in capital investment spending will
offset the operational cash growth. The increased capital
expenditures will drive Fitch's calculated FCF to range from
negative $25 million to positive $25 million over the next few
years. Fitch has modeled capital expenditure spending of $240
million and $290 million in 2013 and 2014, respectively.

Recovery Ratings

AMC's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation. Fitch estimates an
adjusted, distressed enterprise valuation of $1.4 billion using a
5 times (x) multiple and including an estimate for AMC's 16% stake
in National CineMedia LLC (NCM) of approximately $150 million.

The 'RR1' Recovery Rating for the company's secured bank
facilities reflects Fitch's belief that 91% - 100% expected
recovery is reasonable. While Fitch does not assign Recovery
Ratings for the company's operating lease obligations, it is
assumed the company rejects only 30% of its remaining $2.3 billion
(calculated at a net present value) in operating lease commitments
due to their significance to the operations in a going-concern
scenario and is liable for 15% of those rejected values. The 'RR4'
Recovery Ratings for AMC's senior unsecured notes (equal in
ranking to the rejected operating leases) reflect an expectation
of average recovery (31% - 50%).

Fitch assumes a nominal concession payment is made to the
subordinate debt holders in order to secure their support of a
reorganization plan. The 'CCC+/RR6' rating for AMC's senior
subordinated notes reflects Fitch's expectation for nominal
recovery.

Key Rating Drivers

-- AMC's ratings reflect Fitch's belief that movie exhibition will
   continue to be a key promotion window for the movie studios'
   biggest/most profitable releases.

-- The ratings continue to reflect AMC's scale as the second
   largest domestic movie exhibitor, with 342 theaters and 4,941
   screens. Fitch believes large scale provides for geographic
   diversity and benefits when negotiating with vendors and movie
   studios.

-- For the long term, Fitch continues to expect that the movie
   exhibitor industry will be challenged in growing attendance and
   any potential attendance declines will offset some of the
   growth in average ticket prices. The ratings factor in the
   intermediate-/long-term risks associated with increased
   competition from at-home entertainment media, limited control
   over revenue trends, pressure on film distribution windows, and
   increasing indirect competition from other distribution
   channels (such as VOD and other OTT services). AMC and its
   peers rely on the quality, quantity, and timing of movie
   product, all factors out of management's control.

RATING SENSITIVITIES

Positive Trigger: Positive momentum in the rating could be
triggered if AMC further reduced debt levels and demonstrated
sustained interest coverage above 3.0x and leverage below 4.5x. In
strong-performing box office years, metrics may be higher in order
to provide a cushion for weaker box office years.

Negative Trigger: Secular events that lead Fitch to believe there
would be a significant long-term downward trend in the industry.
In the shorter term, interest coverage below 2.0x could lead to a
negative rating action.

Fitch has taken the follows rating actions:

AMC
-- IDR affirmed at 'B';
-- Senior secured credit facilities affirmed at 'BB/RR1';
-- Senior unsecured notes upgraded to 'B/RR4' from 'B-/RR5;
-- Senior subordinated notes affirmed at 'CCC+/RR6'.

The Rating Outlook is Stable.


AMERICAN AIRLINES: Court Approves $3.25-Bil. in New Financing
-------------------------------------------------------------
Judge Sean Lane of the U.S. Bankruptcy Court for the U.S.
Bankruptcy Court for the Southern District of New York authorized
AMR Corp. and its debtor affiliates to obtain up to $3.25 billion
in new financing to be used for the Debtors to get out of
bankruptcy and complete their merger with US Airways Group Inc.

The financing consists of up to $1 billion revolving loan and
$2.25 billion term loan.

The loans will be secured by American Airlines Inc.'s airport
slots in the U.S. and South America, and in the Debtors'
discretion, Mexico and Central America, and the right to operate
direct flights between those countries.

AMR has banks signed on to provide $900 million in the revolving
financing.  The banks providing the revolving financing are
Barclays Bank PLC, Citigroup Global Markets Inc., Deutsche Bank
Trust company Americas, Deutsche Bank Securities Inc., Goldman
Sachs Bank USA, Goldman Sachs Lending Partners, LLC, JPMorgan
Chase Bank, N.A., J.P. Morgan Securities LLC, Morgan Stanley
Senior Funding, Inc., and Morgan Stanley Bank, N.A.

Meanwhile, the company hasn't yet finalized who the lenders will
be for the term financing.  The term loan will initially stand at
$1.5 billion, but AMR lawyers said they could increase that amount
to $2.25 billion in the future.

"This is purely a strategic financing to take advantage of
favorable capital markets," Joseph Checkler, writing for Dow
Jones Daily Bankruptcy Review, quoted AMR lawyer Stephen Karotkin,
Esq., at Weil, Gotshal & Manges LLP, as saying.

Skadden Arps Slate Meagher & Flom LLP's Jack Butler, a lawyer for
the unsecured creditors' committee, praised the financing even
though he said the company didn't "need" it to get out of
bankruptcy, according to the Dow Jones report.  The loans will be
American's "primary source" of financing for emerging from
bankruptcy, Richard Hahn, Esq., an attorney for the airline, told
David McLaughlin of Bloomberg News.

Earlier, the operator of the Dallas/Fort Worth International
Airport and indenture trustees filed objections, which were
principally concerned with the collateral securing the financing.
AMR responded by saying that the financing would only be secured
by "slots, gates and routes that are not currently encumbered."

South America has been a key target for the airline's expansion
in recent months, particularly Brazil, which is the host country
for next year's FIFA World Cup.  It has an existing alliance with
Latam Airlines Group SA (LFL), Latin America's largest carrier,
providing access to domestic markets in Brazil and Chile.

American Airlines increased the capacity of its flights to South
America by nearly 9% between 2011 and 2012, and by nearly 46%
between 2002 and 2012, according to data from airline consulting
firm ICF International.

                      About American Airlines

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

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

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

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

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

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


AMERICAN AIRLINES: USAir Merger Formally Approved by Bankr. Judge
-----------------------------------------------------------------
Judge Sean Lane signed off an order formally approving the
proposed merger between AMR Corp. and its debtor affiliates and
US Airways Group, Inc.

Judge Lane green-lighted the proposed merger during the March 26
hearing.  No written order was issued at that time.

Under the $11 billion merger deal, equity in the combined company
will be split, with 72% to AMR's shareholders and creditors and
28% to US Airways shareholders.  The merger is incorporated in the
Chapter 11 reorganization plan filed by the Debtors.

Despite approving the merger, Judge Lane denied approval of the
$19.9 million severance pay for AMR's chief executive officer Tom
Horton.  In an order formally denying the proposed payment, Judge
Lane said the severance payment is not allowed under the federal
bankruptcy code, referring to Section 503(c) that was added to
the Bankruptcy Code in 2005 to limit executive compensation.

                      About American Airlines

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

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

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

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

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

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


AMERICAN AIRLINES: Settles FAA's $162-Million Claim
---------------------------------------------------
American Airlines Inc. filed a motion seeking court approval to
settle the claims of the Federal Aviation Administration against
the airline and three subsidiaries.

Under the deal, the aviation authority will receive a
$24.9 million general unsecured claim, down from the $162 million
it originally wanted.

The agreement also resolves all pending or potential civil actions
that could have been brought between the aviation authority and
the airlines prior to the bankruptcy filing.  A copy of the
agreement is available without charge at http://is.gd/SZYuDA

The FAA had lodged claims against the airlines for their alleged
violation of the federal aviation law as well as the aviation
authority's own regulations.  American Airlines alone faces 36
cases, which seek to recover more than $156.5 million, according
to a court filing.

The three subsidiaries that have also been accused of violations
are American Eagle Airlines Inc., Executive Airlines Inc., and
Eagle Aviation Services.  Together, they face 54 cases.

A court hearing is scheduled for May 30.  Objections are due by
May 23.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR agreed to sell all "pending or potential
enforcement actions" that could have been brought before
bankruptcy by the FAA.

Mr. Rochelle also says the FAA can collect $4.74 million by
deducting amounts owing the airline by other branches of the
federal government.

On May 9, the bankruptcy judge in New York authorized AMR to
borrow as much as $3.25 billion in new financing secured by AMR's
airport gates, so-called slots at congested airports, and some
international routes.  The new financing will consist of a
$2.25 billion term loan and a $1 billion revolving credit.

                      About American Airlines

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

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

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

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

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

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


AMERICAN AIRLINES: Seeks Approval of MOU on Labor Contracts
-----------------------------------------------------------
AMR Corp., the parent of American Airlines, asked the U.S.
Bankruptcy Court in Manhattan to approve a memorandum of
understanding it negotiated with three labor unions regarding
contingent collective bargaining agreements.

The first MOU was negotiated by American Airlines and US Airways
Inc. with the unions representing pilots at both airlines.  The
other MOU was negotiated by the airlines and the Transport
Workers Union.

The MOUs were executed to ensure that there is an understanding
regarding the process of integration in order to mitigate labor
uncertainty related to the airlines' merger, according to a court
filing.  Both MOU documents are conditioned on the consummation
of the merger.

Pilots from both airlines will immediately be covered by the six-
year labor contract between American Airlines and the Allied
Pilots Association upon the effective date of the merger,
according to the MOU document.  The document also provides that
APA could reduce the savings otherwise contemplated by the labor
contract by the sum of $87 million to account for efficiencies to
be realized by the merger.

The MOU also provides for a process on how US Airways and
American Airlines pilot seniority lists will be integrated, and
temporary protections for pilots to allocate the merged airline's
flying opportunities equitably until it gets government approval
to combine the two airlines operationally.

Meanwhile, the MOU between the airlines and TWU provides for a
4.3% increase in hourly base wage rates above those provided in
the new labor contracts for each employee represented by the
union.

Immediately after the effective date of the Debtors' plan of
reorganization, the TWU will offer the employee representatives a
proposal for the integration of the seniority lists of each of
the fleet, maintenance control technician employees, M&R
employees, and stock clerk employees, according to the MOU
document.

Meanwhile, seniority integration for dispatchers, flight
simulator technicians, and ground school and simulator
instructors will be determined according to TWU's internal
procedures.

Full-text copies of the MOU documents are available without
charge at:

   http://bankrupt.com/misc/APA_MOUPilots.pdf
   http://bankrupt.com/misc/APA_MOUTWU.pdf

Judge Sean Lane will hold a hearing on May 30.  Objections are
due by May 23.

                      About American Airlines

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

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

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

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

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

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


AMERICAN NATURAL: Incurs $496,000 Net Loss in First Quarter
-----------------------------------------------------------
American Natural Energy Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $496,275 on $1.01 million of total
revenues for the three months ended March 31, 2013, as compared
with a net loss of $1.20 million on $464,243 of total revenues for
the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $20.98
million in total assets, $15.30 million in total liabilities and
$5.68 million in total stockholders' equity.

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

                        http://is.gd/wquVpZ

                      About American Natural

American Natural Energy Corporation is a Tulsa, Oklahoma based
independent exploration and production company with operations in
St. Charles Parish, Louisiana.

American Natural Energy Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $3.31 million on $2.09 million of total revenues for
the year ended Dec. 31, 2012, as compared with a net loss of
$905,792 on $1.99 million of total revenues during the prior year.

MaloneBailey, LLP, in Houston, 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 incurred a net loss in 2012 and has a working capital
deficiency and an accumulated deficit at Dec. 31, 2012.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern.


AMINCOR INC: Incurs $2.5-Mil. Net Loss in First Quarter
-------------------------------------------------------
Amincor, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $2.5 million on $7.2 million of net revenues for the
three months ended March 31, 2013, compared with a net loss of
$2.6 million on $13.9 million of revenues for the same period last
year.

Selling, general and administrative expenses for the three months
ended March 31, 2013, totaled $3.2 million as compared to
$5.7 million for the three months ended March 31, 2012, a decrease
in operating  expenses of $2.5 million or approximately 44.0%.
The primary reason for the decrease in SG&A expenses was related
to BPI's and Tyree's operations.

The Company's balance sheet at March 31, 2013, showed
$34.9 million in total assets, $35.4 million in total liabilities,
and a stockholders' deficit of $512,584.

Amincor said, "The Company has suffered recurring net losses from
operations and had a working capital deficit of $23,249,795 as of
March 31, 2013, which raises substantial doubt about the Company's
ability to continue as a going concern."

As reported in the TCR on April 24, 2013, Rosen Seymour Shapss
Martin & Company, in New York, expressed substantial doubt about
Amincor's ability to continue as a going concern, citing the
Company's recurring net losses from operations and working capital
deficit of $21.2 million as of Dec. 31, 2012.

A copy of the Form 10-Q is available at http://is.gd/3KYhvD

                         About Amincor Inc.

New York, N.Y.-based Amincor, Inc., is a holding company operating
through its operating subsidiaries Baker's Pride, Inc.,
Environmental Holdings Corp. and Tyree Holdings Corp., and Amincor
Other Assets, Inc.

BPI is a producer of bakery goods.  Tyree performs maintenance,
repair and construction services to customers with underground
petroleum storage tanks and petroleum product dispensing
equipment.

Through its wholly owned subsidiaries, Environmental Quality
Services, Inc., and Advanced Waste & Water Technology, Inc., EHC
provides environmental and hazardous waste testing and water
remediation services in the Northeastern United States.

Other Assets, Inc., was incorporated to hold real estate,
equipment and loan receivables.  As of March 31, 2013, all of
Other Assets' real estate and equipment are classified as held for
sale.


ANTHRACITE CAPITAL: Settlement Can't be Kept Secret
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a settlement can't be kept secret just because
defendants paying $50 million insist there won't be a deal without
confidentiality.

According to the report, U.S. Bankruptcy Judge Cecelia G. Morris
rejected the "no seal, no deal" theory of secrecy in the May 9
ruling in the Chapter 7 liquidation of Anthracite Capital Inc.
Morris, the chief bankruptcy judge for the Southern District of
New York, said that the Anthracite case "is one of the largest
Chapter 7 cases ever filed."

The report recounts that Anthracite's trustee, Albert Togut, filed
four lawsuits in March 2012.  Defendants were BlackRock Inc. along
with affiliates of Bank of America Corp., Morgan Stanley and
Deutsche Bank AG.  At the parties' request, Judge Morris initially
allowed the complaints to be filed under seal, although she said
they must eventually show entitlement to secrecy. The defendants
never answered the complaint before they agreed to settle.
According to a court filing by Mr. Togut, the settlement would
bring in more than $50 million in cash and eliminate more than
$100 million in claims.

The dispute over secrecy came to a head when the parties asked
Judge Morris to keep the entire settlement agreement and the
complaint under seal for 30 years.  Even the names of the parties
requesting secrecy and their lawyers were kept secret.  Judge
Morris refused to approve blanket sealing in the 29-page opinion
on May 9.

Judge Morris recited the strong public policy in the U.S. against
secrecy in court proceedings.  She then rejected the argument that
federal law allows sealing court documents just because the
parties say "no seal, no deal."

She called the argument both "illogical" and "wrong under the
law."  Were "no seal, no deal" a valid argument, it would
"directly conflict" with Section 107 of the Bankruptcy Code
governing sealing, she said.

Judge Morris said the complaint couldn't be sealed in its entirety
because it was neither "scandalous" nor "defamatory."  To make a
document secret for being scandalous, Judge Morris said the burden
is on the defendant to show the allegations are wrong.

Citing some of the language in the complaint, Judge Morris said
the allegations weren't "grossly offensive," nor were they
"irrelevant."  She said sealing isn't justified just because a
document would be "embarrassing."

With regard to the argument that the documents would harm
individuals' reputations, Judge Morris said they were sufficiently
protected by recitations in the settlement agreement in which the
defendants deny liability.

Although Judge Morris refused to allow the entire complaints and
settlement to be sealed, she is giving the parties a chance to go
through the documents line-by-line to show which information can
be redacted to protect legitimately sensitive commercial
information.

The lawsuit is Togut v. Deutsche Bank AG, Cayman Islands Branch
(In re Anthracite Capital Inc.), 12-01191, U.S. Bankruptcy Court,
Southern District of New York (Manhattan).

                    About Anthracite Capital

Anthracite Capital, Inc., is a specialty finance company focused
on investments in high yield commercial real estate loans and
related securities.  Anthracite is externally managed by BlackRock
Financial Management, Inc., which is a subsidiary of BlackRock,
Inc., one of the largest publicly traded investment management
firms in the United States with approximately $1.435 trillion in
global assets under management at September 30, 2009.  BlackRock
Realty Advisors, Inc., another subsidiary of BlackRock, provides
real estate equity and other real estate-related products and
services in a variety of strategies to meet the needs of
institutional investors.

Anthracite Capital filed for Chapter 7 of the Bankruptcy Code on
March 15, 2010 (Bankr. S.D.N.Y. Case No. 10-11319).  Judge Arthur
J. Gonzalez presides over the case.  The Garden City Group, Inc.,
serves as claims and notice agent.  The Company disclosed
estimated assets of $100 million to $500 million, and estimated
debts of $500 million to $1 billion.

The Company's board of directors authorized the Chapter 7 filing
in light of the Company's financial position, outstanding events
of default under the Company's secured and unsecured debt and
other factors.

The Company indicated that, in a liquidation, it is likely that
shareholders would not receive any value and that the value
received by unsecured creditors would be minimal.


ARCAPITA BANK: Urges Judge to Subordinate $120MM Sale Claims
------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Arcapita Bank
BSC on Thursday contended that Tide Natural Gas Storage I LP's
claims against the Bahraini bank's estate must be subordinated
below all other creditor claims because of Tide's $515 million
purchase of an Arcapita subsidiary's natural gas assets.

According to the report, in a court filing supporting its bid to
keep Tide from receiving any of the estate's resources, the bank
said Tide bought the assets from Arcapita affiliate Falcon Gas
Storage Co. Inc. in 2010.

                        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.


AVANTAIR INC: Delays Form 10-Q for First Quarter
------------------------------------------------
Avantair Inc. said it has experienced significant turnover in the
financial department that has caused a delay in the preparation of
its financial statements for the period ended March 31, 2013.

                         About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

The Company's balance sheet at Dec. 31, 2012, showed $81.56
million in total assets, $120.25 million in total liabilities,
$14.84 million in series a convertible preferred stock, and a
$53.53 million total stockholders' deficit.


AVIV HEALTHCARE: Moody's Hikes Senior Debt Rating to 'Ba3'
----------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured rating of
Aviv Healthcare Properties Ltd. Partnership to Ba3 from B1 and
affirmed its corporate family rating at Ba3. The rating outlook is
stable.

Ratings Rationale:

The ratings reflect Aviv's sustained profitable growth in a weak
economic environment and following significant cuts in Medicare
reimbursement rates. The ratings also incorporate significant
reduction in secured debt in Aviv's capital structure as a result
of its IPO in March 2013 and related debt paydown. Moody's views
the skilled nursing segment, in which Aviv operates, to be
relatively less profitable and heavily dependent on government
reimbursements. Still, Aviv ameliorated these challenges with
relatively less reliance on Medicare (approximately 22% of revenue
for Q1'13), a large federal program subject to sweeping changes,
and more focus on Medicaid, a program administered at the state
level, with approximately 53% of Q1'13 revenue. Aviv's broad
geographic diversification among 29 states helps further limit its
exposure to changes in Medicaid. Also positively, Aviv is the
landlord and in many cases the largest source of capital for 37
local and regional operators that manage its properties. This
operator diversity gives Aviv an additional layer of support.

Aviv's credit metrics are very strong post its IPO with effective
leverage of approximately 40%, net debt/EBITDA of 3.6x, secured
debt of approximately 10% and fixed charge of 2.3x. Moody's
expects some shifts in these amounts as Aviv develops a track
record as a public company; however, Moody's does not anticipate
any material changes.

The stable rating outlook reflects Moody's expectation for Aviv to
continue to grow through acquisitions utilizing its secured
revolver in the short term and ultimately financing with unsecured
bonds and additional equity while maintaining good liquidity,
stable property coverage ratios, and sustaining credit metrics
close to current levels.

Positive rating momentum would be precipitated by establishing a
successful operating track record as a public REIT while
sustaining fixed charge at above 3x, net debt/EBITDA below 5.5x,
and effective leverage under 50%. Ample liquidity and strong
property coverages would also be needed for an upgrade.

Negative rating pressure would result from any operational or
liquidity challenges or increase in leverage closer to 7.0x net
debt/EBITDA or reduction in coverage to below 2.3x; a rise in
secured debt to over 20% would also be a concern.

The following ratings were upgraded with a stable outlook:

Aviv Healthcare Properties Ltd. Partnership -- senior unsecured
debt at Ba3

The following ratings were affirmed with a stable outlook:

Aviv Healthcare Properties Ltd. Partnership -- corporate family
rating at Ba3

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.

Aviv REIT, Inc. [NYSE: AVIV], based in Chicago, is a real estate
investment trust that specializes in owning post-acute and long-
term care skilled nursing facilities and other healthcare
properties. Aviv currently owns 260 properties that are triple-net
leased to 37 operators in 29 states. At March 31, 2013, Aviv's
assets totaled $1.1 billion and its shareholders' equity was $586
million.


B&G FOODS: Moody's Rates New $700MM Senior Notes 'B1'
-----------------------------------------------------
Moody's Investors Service affirmed B&G Foods, Inc.'s Corporate
Family Rating and Probability of Default Rating at Ba3 and Ba3-PD,
respectively. At the same time, Moody's assigned a B1 rating to
the company's newly proposed $700 million senior notes issuance.

Proceeds from the issuance will be used to refinance a portion of
the existing capital structure, including the pre-funding and
penalty fees associated with the tender offer for the company's
$249 million of 7.625% senior notes due January 2018. Proceeds
will also be used for repayment of the company's $222 million term
loan B, $40 million of revolver borrowings, provide $149 million
of cash to the balance sheet, and pay transaction fees and
expenses. In accordance with Loss Given Default (LGD), the revised
capital structure prompted the company's term loan A and revolving
credit facility to be upgraded to Baa3 from Ba1. Also, the
company's Speculative Grade Liquidity rating was upgraded to SGL-1
from SGL-2. The rating outlook is stable.

B&G's bond issuance and partial refinancing of debt temporarily
elevates pro-forma leverage to levels above Moody's expectations
at approximately 5.0 times at March 30, 2013; however, Moody's
anticipates the company will de-leverage via EBITDA growth, and to
a lesser extent, through debt repayment of its term loan A. The
company has a track record that exemplifies its commitment to
maintaining a peak leverage target below its stated 4.5 times,
most recently evidenced by its decision to finance the October
2012 acquisition of New York Style and Old London Brands (NY
Style) with proceeds from its $120 million equity offering.

The following ratings were assigned (subject to final
documentation):

$700 million senior notes due 2021 at B1 (LGD4, 65%)

The following ratings were upgraded:

$200 million senior secured revolving credit facility due November
2016 to Baa3 (LGD2, 10%) from Ba1 (LGD2, 27%);

$146 million senior secured term loan A due November 2016 to Baa3
(LGD2, 10%) from Ba1 (LGD2, 27%);

Speculative Grade Liquidity Rating to SGL-1 from SGL-2.

The following ratings were affirmed:

Corporate Family Rating  at Ba3;

Probability of Default Rating at Ba3-PD.

The following ratings will be withdrawn upon completion of the
transaction (and tendering of the bonds):

$223 million senior secured term loan B due November 2018 at Ba1
(LGD2, 27%); and

$350 million senior unsecured notes due January 2018 to B1 (LGD5,
81%).

The rating outlook is stable

Ratings Rationale:

The Ba3 CFR reflects B&G's aggressive dividend policy, small scale
relative to more highly rated industry peers, acquisitive growth
strategy, and periodic use of leverage to fund acquisitions. These
factors are balanced by the company's high margins, consistent
cash generation, broad product portfolio and historical success in
acquisition integration efforts. B&G's willingness to dividend a
high portion (roughly 50% - 60%) of its cash flows after capital
spending is partially mitigated by the consistency of its cash
flows, low capital spending requirements (due in part to its
extensive use of co-packers), and its success in recouping
commodity cost increases through timely pricing actions within its
niche branded product offerings. Finally, the Ba3 reflects
management's history of executing on its operating plan and
continuously growing B&G's operating scale and distribution
capabilities.

The stable rating outlook is based on Moody's expectation that
B&G's leverage will improve to under 4.5 times over the next
twelve months as a result of continued solid cash flow generation
and debt reduction stemming from mandatory amortization on its
term loan A. The outlook reflects Moody's view that earnings will
remain healthy, B&G will continue to generate solid cash flows and
successfully integrate recent and future acquisitions.

A ratings upgrade is unlikely prior to an improvement in B&G's
scale and diversification. In addition, Moody's would expect the
company's RCF-to-Net Debt to be sustained above 15% prior to an
upgrade. Conversely, although Moody's does not anticipate a rating
downgrade in the near term, ratings could be lowered if Debt-to-
EBITDA is sustained above 5.0 times, profitability deteriorates
due to a large acquisition or B&G's inability to manage
fluctuations in commodity costs, or if liquidity deteriorates due
to negative free cash flow.

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

B&G Foods (NYSE: BGS) based in Parsippany, New Jersey, is a
publicly traded manufacturer and distributor of a diverse
portfolio of largely branded, shelf-stable food products, many of
which have leading regional or national market shares in niche
categories. The company also has a small presence in household
products. B&G's brands include Cream of Wheat, Ortega, Maple Grove
Farms of Vermont, Polaner, Las Palmas, Mrs. Dash, and Bloch &
Guggenheimer among others. B&G sells to a diversified customer
base including grocery stores, mass merchants, wholesalers, clubs,
dollar stores, drug stores and food service providers. Sales for
the twelve months ended March 30, 2013 were nearly $650 million,
the majority of which were derived in the US, and the remainder in
Canada.


B&G FOODS: S&P Assigns Prelim 'BB' Rating on Sr. Secured Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
'BB' senior secured, preliminary 'B+' senior unsecured,
preliminary 'B-' subordinated debt rating, and preliminary 'CCC+'
preferred stock rating to Parsippany, N.J.- based B&G Foods Inc.'s
rule 415 universal shelf registration recently filed.  S&P is
withdrawing the ratings on the company's 2010 shelf.

S&P is also assigning its 'B+' issue-level and '3' recovery
ratings to the company's proposed $700 million new senior
unsecured notes.  Proceeds from the bond offering are expected to
be used to refinance a portion of its existing debt and for
general corporate purposes.

S&P is affirming all existing ratings, including its 'B+'
corporate credit rating.

The rating outlook is stable, reflecting S&P's expectation that
B&G will sustain EBITDA margins in the mid-20% area, adjusted debt
to EBITDA between 4x and 5x given its acquisitive history, and
adequate liquidity during the next year.

"The ratings on B&G Foods Inc. reflect our view of the company's
'aggressive' financial risk profile and 'weak' business risk
profile," said Standard & Poor's credit analyst Bea Chiem.

The proceeds from the bond offering are expected to be used to pay
down about $40 million outstanding on the company's revolving
credit facility, refinance about $222 million of its term loan B
due 2018, refinance $249 million of 7.625% senior notes due 2018,
pay fees and expenses, and provide additional cash for general
corporate purposes.  Concurrent with the financing, B&G Foods will
launch a tender for its 7.625% senior notes.  Pro forma for the
debt offering, S&P estimates that debt will increase by about
$204 million and B&G will have about $859 million in lease- and
pension-adjusted debt outstanding as compared with $655.3 million
before the transaction.


BANK OF THE CAROLINAS: Files Form 10-Q, Posts $434K Income in Q1
----------------------------------------------------------------
Bank of the Carolinas Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income $434,000 on $3.81 million of total interest
income for the three months ended March 31, 2013, as compared with
a net loss of $2.47 million on $4.54 million of total interest
income for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $432.18
million in total assets, $422.91 million in total liabilities and
$9.26 million in total stockholders' equity.

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

                        http://is.gd/l4Qaav

                    About Bank of the Carolinas

Mocksville, North Carolina-based Bank of the Carolinas Corporation
was formed in 2006 to serve as a holding company for Bank of the
Carolinas.  The Bank's primary market area is in the Piedmont
region of North Carolina.

Bank of the Carolinas disclosed a net loss available to common
stockholders of $5.53 million in 2012, a net loss available to
common stockholders of $29.18 million in 2011 and a net loss
available to common stockholders of $3.56 million in 2010.  The
Company's balance sheet at Dec. 31, 2012, showed $437.39
million in total assets, $428.32 million in total liabilities and
$9.06 million in total stockholders' equity.

Turlington and Company, LLP, in Lexington, North Carolina, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring credit
losses that have eroded certain regulatory capital ratios.  As of
Dec. 31, 2012, the Company is considered undercapitalized based on
their regulatory capital level.  This raises substantial doubt
about the Company's ability to continue as a going concern.


BIG M: YM USA Agrees to Reinstatement as Stalking Horse
-------------------------------------------------------
Big M, Inc., asks the U.S. Bankruptcy Court for the District of
New Jersey to approve a stipulation and agreed order to:

   -- reinstate the YM USA stalking horse agreement;

   -- confirm YM USA's status, and role as the Court-approved
      stalking horse bidder; and

   -- express support for YM USA's entitlement to payment in full
      of the stalking Horse protections if YM USA is not the
      successful bidder.

YM USA has withdrawn the notice terminating the stalking horse
agreement and requesting the return of its deposit, pursuant to a
May 1, 2013, letter agreement.  The agreement also provides for
the reinstatement of the stalking horse agreement and deposit
escrow agreement and return of the deposit, provided that YM USA
receive certain economic assurances from various parties,
including backstop protection for YM USA's agreed stalking horse
protections.

                          About Big M

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

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

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

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

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


BIO-KEY INTERNATIONAL: Incurs $315,500 Net Loss in First Quarter
----------------------------------------------------------------
Bio-Key International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $315,579 on $804,643 of revenues for the three
months ended March 31, 2013, as compared with net income of
$363,498 on $1.41 million of revenues for the same period during
the prior year.

The Company's balance sheet at March 31, 2013, showed $1.33
million in total assets, $1.99 million in total liabilities and a
$664,597 total stockholders' deficiency.

Mike DePasquale, BIO-key CEO, noted, "I'm pleased with the
customer diversity during the Quarter, but the volatile sales
environment remained difficult."  Q1'13 gross margin remained
stable at 85 percent, compared to 87 percent in Q1'12.  Operating
expenses for the first quarter of 2013 increased 16 percent to
approximately $995,000, compared to $859,000 in Q1'12.  Excluding
one-time expenses of approximately $133,000 associated with the
InterDigital transactions, Q1'13 operating expense was flat, year
over year.  Net loss for the first quarter of 2013 was ($315,579),
or ($0.004) per fully diluted share, as compared to net income of
$363,498, or $0.005 per fully diluted share, in Q1'12.  Mr.
DePasquale continued, "Consistent with our previous comments,
while our revenue remains difficult to predict, we believe we are
reducing risk and generating increased market awareness by
broadening our customer base.  With the mobile credentialing
industry at an inflection point, we expect biometrics and BIO-key
to participate meaningfully.  We are very excited about 2013 and
beyond."

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

                        http://is.gd/2QBe7L

Wall, N.J.-based BIO-key International, Inc., develops and markets
advanced fingerprint biometric identification and identity
verification technologies, cryptographic authentication-
transaction security technologies, as well as related Identity
Management and Credentialing software solutions.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Rotenberg Meril Solomon Bertiger &
Guttilla, P.C., in Saddle Brook, New Jersey, expressed substantial
doubt about BIO-key's ability to continue as a going concern,
citing the Company's substantial net losses in recent years, and
accumulated deficit at Dec. 31, 2012.

The Company reported net income of $3,267 on $3.8 million of
revenues in 2012, compared with a net loss of $1.9 million on
$3.5 million of revenues in 2011.


BIOVEST INT'L: Sets Auction to Test for Better Debt Swap
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Biovest International Inc. arranged an auction on
May 30 to insure that the proposed reorganization plan represents
the best disposition of the business.

According to the report, the company scheduled a May 31 hearing
for approval of the reorganization plan supported by secured
lenders owed some $38.5 million. The plan calls for secured
lenders Corp Real LLC and Laurus/Valens Funds to swap about $44
million in debt for 90 percent of the new stock.  As revised, the
plan gives unsecured creditors 10 percent of the stock in exchange
for claims totaling $10.3 million.

The report relates that, to assuage objection from creditors, the
May 30 auction will test the market to see if there is a better
proposal for funding a plan or buying the assets.  A sale-approval
hearing is set for May 31, the same time as the confirmation
hearing for approval of the plan.  Under sale procedures approved
by the U.S. Bankruptcy Court, competing bids are due May 29. A
competing offer must pay off secured lenders.

The lenders are committed to provide $6 million in new funds to
support the bankruptcy.  The new money is to be included in the
debt swap.  Existing shareholders receive nothing.

                    About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an
emerging leader in the field of active personalized
immunotherapies.  In collaboration with the National Cancer
Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxID(R), with three clinical trials completed,
including a Phase III study, demonstrating evidence of safety and
efficacy for the treatment of indolent follicular non-Hodgkin's
lymphoma.

Headquartered in Tampa, Florida, with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB(TM) Market with the stock-ticker symbol
"BVTI", and is a majority-owned subsidiary of Accentia
Biopharmaceuticals, Inc. (OTCQB: "ABPI").

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 08-17796) on
Nov. 10, 2008.  Biovest emerged from Chapter 11 protection, and
its reorganization plan became effective, on Nov. 17, 2010.

Biovest International Inc., filed a petition for Chapter 11
reorganization (Bankr. M.D. Fla. Case No. 13-02892) on March 6,
2013, in Tampa, Florida.  The new bankruptcy case was accompanied
by a proposed reorganization plan supported by secured lenders
owed about $38.5 million.  Total debt is $44.9 million, with
assets listed in a court filing as being valued at $4.7 million.
About $5.4 million is owing to unsecured creditors, according to a
court paper.


BIOVEST INT'L: Had $2.4-Mil. Net Loss in March 31 Qtr.
------------------------------------------------------
Biovest International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.40 million on $815,000 of total revenue for the
three months ended March 31, 2013, as compared with a net loss of
$5.91 million on $1.21 million of total revenue for the three
months ended March 31, 2012.

For the six months ended March 31, 2013, the Company incurred a
net loss of $5.66 million on $1.36 million of total revenue, as
compared with a net loss of $7.39 million on $2.28 million of
total revenue for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $4.91
million in total assets, $50.60 million in total liabilities and a
$45.69 million total stockholders' deficit.

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

                         http://is.gd/Z04wyX

                     About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an
emerging leader in the field of active personalized
immunotherapies.  In collaboration with the National Cancer
Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxID(R), with three clinical trials completed,
including a Phase III study, demonstrating evidence of safety and
efficacy for the treatment of indolent follicular non-Hodgkin's
lymphoma.

Headquartered in Tampa, Florida, with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB(TM) Market with the stock-ticker symbol
"BVTI", and is a majority-owned subsidiary of Accentia
Biopharmaceuticals, Inc. (OTCQB: "ABPI").

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 08-17796) on
Nov. 10, 2008.  Biovest emerged from Chapter 11 protection, and
its reorganization plan became effective, on Nov. 17, 2010.

Biovest International Inc., filed a petition for Chapter 11
reorganization (Bankr. M.D. Fla. Case No. 13-02892) on March 6,
2013, in Tampa, Florida.  The new bankruptcy case was accompanied
by a proposed reorganization plan supported by secured lenders
owed about $38.5 million.  Total debt is $44.9 million, with
assets listed in a court filing as being valued at $4.7 million.
About $5.4 million is owing to unsecured creditors, according to a
court paper.

Biovest International will hold a May 31 hearing for approval of
the reorganization plan supported by secured lenders owed some
$38.5 million.


BIRDSALL SERVICES: England & Co to Represent Chapter 11 Trustee
---------------------------------------------------------------
England & Company has been retained to act as investment banker
and financial advisor to Edwin H. Stier, the Chapter 11 Trustee
for Birdsall Services Group, Inc., an Eatontown, NJ-based
engineering services company that filed for Chapter 11 bankruptcy
protection on March 29, 2013.  In this role, England is advising
the Trustee on, and managing the execution of, the sale process of
BSG's assets under a Section 363 auction process.

Since the early 1900s, BSG and its predecessors have been
providing engineering and environmental consulting services to
several core and ancillary markets throughout the tri-state area
including healthcare, K-12 and higher education, government,
developers, theme parks, architects, attorneys, and construction
managers.  In 2012, the Engineering News-Record ranked BSG in the
top 200 among both Environmental and Design firms.

The U.S. Bankruptcy Court for the District of New Jersey recently
approved Bidding Procedures that set forth a bid deadline for
BSG's assets of May 30, 2013 and an auction date of June 4, 2013.
Parties interested in considering a bid for BSG's assets should
contact one of the following of the following individuals at
England:

Bruce A. Craig Managing Director - Engineering Services (202) 386-
6502

Craig W. England Managing Director - Restructuring Advisory (202)
386-6501

England & Company -- http://www.englandco.com-- provides
investment banking services and value-added capital to middle-
market companies and their financial sponsors.  With offices in
New York and Washington, DC, England Securities advises clients on
strategic initiatives, including mergers, acquisitions, financial
restructurings, and capital formation.

                    About Birdsall Services

Birdsall Services Group Inc., an engineering firm from Eatontown,
New Jersey, filed for Chapter 11 protection (Bankr. D.N.J. Case
No. 13-16743) on March 29, 2013, when the state attorney general
indicted the business and obtained a court order seizing the
assets.

Birdsall was accused by the state of violating laws prohibiting
so-called pay-to-play, where businesses make political
contributions in return for government contracts.  The state
charged that the company arranged for individuals to make
contributions and then reimbursed the employees.  A company
officer pleaded guilty last year to making political contributions
disguised to appear as though made by individuals.

The Chapter 11 petition filed in Trenton, New Jersey, disclosed
assets of $41.6 million and liabilities totaling $27 million.
Debt includes $3.6 million owing to a bank on a secured claim and
$2.4 million in payables to trade suppliers.

In April 2013, Birdsall reached a $3.6 million settlement that
ended New Jersey's opposition to the company's bankruptcy and
resolves the state's lawsuit aiming to seize Birdsall's assets.
As part of the settlement, Edwin Stier, a member of Stier
Anderson, was appointed as Chapter 11 trustee for Birdsall.


BROADWAY FINANCIAL: Incurs $931,000 Net Loss in First Quarter
-------------------------------------------------------------
Broadway Financial Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a loss available to common shareholders of $931,000 on $4.02
million of total interest income for the three months ended
March 31, 2013, as compared with a net loss available to common
shareholders of $132,000 on $5.49 million of total interest income
for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $363.11
million in total assets, $345.93 million in total liabilities and
$17.17 million in total shareholders' equity.

Chief Executive Officer, Wayne Bradshaw stated, "During the first
quarter, we negotiated three bulk loan sales: two of which closed
during the first quarter, and the third closed early in the second
quarter.  These loan sales reduced our non-performing loans by
over 56% from $47.4 million at the end of March 2012 to $20.7
million, pro forma as of the end of March 2013.  In addition, on a
pro forma basis, our delinquencies declined by $29.5 million over
the last twelve months, and $45.6 million, or 64.5%, since the
peak level reached at the end of 2010.  These improvements are
allowing our management team to focus on improving operations,
rebuilding our loan portfolio, and facilitating completion of our
previously announced recapitalization.  Despite the short-term
costs associated with our efforts to cleanse our portfolio, we
were able to increase our Tangible Capital and Tier 1 Core Capital
ratios to 9.00%, and our Total Risk Based Capital ratio to 15.22%
as of March 31, 2013."

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

                       http://is.gd/TXVpyB

                      About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System.  The Bank is currently regulated by
the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation.

Broadway Financial disclosed net income of $588,000 on
$19.89 million of total interest income for the year ended
Dec. 31, 2012, as compared with a net loss of $14.25 million on
$25.11 million of total interest income during the prior year.

Crowe Horwath LLP, in Sacramento, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has a tax sharing liability to its consolidated
subsidiary that exceeds its available cash, the Company is in
default under the terms of a $5 million line of credit with
another financial institution lender in which the stock of its
subsidiary bank, Broadway Federal Bank is held as collateral for
the line of credit and the Company and the Bank are both under
formal regulatory agreements.  Furthermore, the Company and the
Bank are not in compliance with these agreements and the Company's
and the Bank's capital plan that was submitted under the
agreements has been preliminarily approved subject to completion
of its recapitalization.  Failure to comply with these agreements
exposes the Company and the Bank to further regulatory sanctions
that may include placing the Bank into receivership.  These
matters raise substantial doubt about the ability of Broadway
Financial Corporation to continue as a going concern.


BRONX PARKING: Bondholders Seek to Stave Off Bankruptcy Filing
--------------------------------------------------------------
Martin Z. Braun, writing for Bloomberg News, reported that holders
of almost $240 million of municipal debt issued to finance parking
garages at the new Yankee Stadium and the operator of the facility
agreed to prevent an immediate bankruptcy filing.

According to the report, owners of a majority of the debt said
they wouldn't sue Bronx Parking Development Corp. to enforce their
claims on revenue or seek an acceleration of payments, according
to a securities filing.

The report related that garages and lots, which have about 9,300
spaces, have suffered as more fans take public transportation to
Major League Baseball games and drivers balk at paying $35 to
park. The facilities averaged about 4,000 cars on event days and
had an occupancy rate of 43 percent, according to filings. The New
York Yankees have exclusive use of 600 spaces.

Bronx Parking in March disclosed that it was hiring Willkie Farr &
Gallagher as bankruptcy counsel.

The bondholders and Bronx Parking agreed to terminate the so-
called forbearance agreement on Aug. 1, according to the filing,
the report said. It could end earlier if the operator fails to
reach an accord with the Yankees by July 15 to better promote the
garages to fans or if Bronx Parking files for bankruptcy,
according to the filing.

The marketing arrangement needs to be acceptable to bondholders,
the report added.

Nuveen Asset Management is the biggest holder of Bronx Parking
debt, with a combined $116.1 million of bonds maturing in 2037 and
2046 as of Feb. 28, according to data compiled by Bloomberg. The
Chicago-based company held $15 million in bonds maturing in 2017
and 2027 as of Jan. 31.


CASH STORE: Moody's Cuts Ratings to 'Caa1'; Outlook Negative
------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
and senior unsecured debt rating of Cash Store Financial Services
to Caa1 from B3 and assigned a negative outlook. The rating action
concludes the review for possible downgrade initiated on February
4, 2013.

Ratings Rationale:

Since Moody's initial rating was issued in January 2012 CSFS'
operating performance has been poor, with sharply reduced
profitability and weak leverage and debt service coverage metrics.

CSFS is continuing to struggle to right itself both operationally
and in terms of corporate governance and controls, where multiple
issues have surfaced over the past five months. These include two
accounting restatements; a special investigation of the board into
alleged improper related-party transactions in connection with the
company's January 2012 acquisition of a consumer loan portfolio,
which was recently concluded without further corrections to the
firm's financial statements, though the company did incur related
expenses of $1.7 million; and a proposed revocation of the
company's Ontario payday lending license by the Registrar for
payday loans in Ontario.

The company is taking steps to improve governance and controls,
including the formation of financial oversight committees related
to credit, liquidity, and asset-liability management, as well as
the announced separation of the Chairman and CEO roles which is
scheduled to occur by the end of this fiscal year. Over the past
five quarters CSFS has also shown modest signs of progress in
terms of branch-level operating profit and adjusted EBITDA.

Nevertheless, CSFS remains unprofitable on both the pretax and net
income lines and prospects for return to profitability are
unclear. The company also compares quite weakly to its rated peers
in both non-financial (e.g. corporate governance and management
quality, risk management) and financial (e.g. profitability,
capital adequacy) measures. Moreover, the company is facing a
highly challenging regulatory and litigation environment in its
home market of Canada as well as the UK. These circumstances raise
concerns regarding potential impairment of the company's franchise
in the alternative financial services industry. In light of the
challenges the company is facing, Moody's thinks a successful
turnaround over the next 12-18 months will be difficult to
achieve, therefore Moody's rating outlook is negative.

A material improvement in financial performance, as evidenced by a
sustained return to profitability and enhanced corporate
governance and controls, could put upward pressure on the ratings.
On the other hand continued deterioration of operating
performance, reflected in continued losses and diminished
liquidity, would put downward pressure on the ratings.

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

Based in Edmonton, Alberta, Canada, CSFS is a provider of
alternative financial services in Canada and the UK.


CENTRAL FEDERAL: Incurs $810,000 Net Loss in First Quarter
----------------------------------------------------------
Central Federal Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $810,000 on $1.71 million of interest and dividend
income for the three months ended March 31, 2013, as compared with
a net loss of $739,000 on $2.01 million of interest and dividend
income for the same period during the prior year.

For the year ended Dec. 31, 2012, the Company a net loss of
$3.76 million on $4.63 million of net interest income, as compared
with a net loss of $5.42 million on $6.17 million of net interest
income for the year ended Dec. 31, 2011.

The Company's balance sheet at March 31, 2013, showed $216.43
million in total assets, $193.57 million in total liabilities and
$22.86 million in total stockholders' equity.

Timothy T. O'Dell, CEO, commented, "We are pleased to see that our
workout efforts have resulted in a 12.4% decrease in nonperforming
loans since December 31, 2012, while our sales and relationship
building efforts have resulted in $10.8 million in new commercial
loans.  In addition, we are starting to get traction in driving
our net interest income, which is up 15.7% over the prior quarter.
We like that trajectory and the momentum it provides."

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

                        http://is.gd/NwJMB6

                        About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Crowe Horwath LLP, in
Cleveland, Ohio, expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company's auditors
noted that the Holding Company and its wholly owned subsidiary
(CFBank) are operating under regulatory orders that require among
other items, higher levels of regulatory capital at CFBank.  The
Company has suffered significant recurring net losses, primarily
from higher provisions for loan losses and expenses associated
with the administration and disposition of nonperforming assets at
CFBank.  These losses have adversely impacted capital at CFBank
and liquidity at the Holding Company.  At Dec. 31, 2011,
regulatory capital at CFBank was below the amount specified in the
regulatory order.  Failure to raise capital to the amount
specified in the regulatory order and otherwise comply with the
regulatory orders may result in additional enforcement actions or
receivership of CFBank.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order required it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011, required date.


CENTURY ALUMINUM: Moody's Rates New Senior Notes B3, Outlook Neg
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to senior secured
notes being offered by Century Aluminum Company and changed the
company's outlook to negative from stable. At the same time,
Moody's affirmed Century's B3 Corporate Family Rating and B3-PD
Probability of Default Rating and withdrew the rating on the
company's 7.5% senior unsecured notes due August 2014. Century
intends to use the net proceeds of the offering to tender for and
redeem outstanding balances under its 8% senior secured notes due
May 2014 ($250 million outstanding, "2014 Secured Notes").

Assignments:

Issuer: Century Aluminum Company

Senior Secured Regular Bond/Debenture, Assigned B3, LGD4, 56%

Outlook Actions:

Issuer: Century Aluminum Company

Outlook, Changed To Negative from Stable

Affirmations:

Issuer: Century Aluminum Company

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B3

Withdrawals:

Issuer: Century Aluminum Company

Senior Unsecured Regular Bond/Debenture Aug 15, 2014, Withdrawn ,
previously rated Caa1, LGD5, 77%

Ratings Rationale:

The change in the outlook to negative reflects Moody's view that
aluminum markets will continue to remain weak over the medium term
and, absent a significant improvement in Century's cost base,
particularly with respect to its U.S. smelters, the company will
face challenges over the next 12 to 18 months that could continue
to adversely impact profitability and credit metrics. Since the
end of 2012, LME aluminum prices have dropped nearly 11%,
reflecting global economic uncertainty, slowing growth in China,
and sluggish demand. These factors are expected to keep aluminum
prices at low levels within the foreseeable time horizon. In
addition, Century continues to operate relatively higher cost and
older domestic smelters in the U.S., particularly the Hawesville
smelter in Kentucky (244,000 mtpy capacity) which comprises almost
40% of the company's total annual smelting capacity.

Moody's notes that Century has announced that it is negotiating
with the electricity provider at Hawesville to buy power directly
from wholesale markets. Furthermore, on April 2013, the company
also announced that it has reached a tentative agreement on the
framework for providing market priced power to Hawesville, whereby
power companies servicing Hawesville would purchase power on the
open market and pass it through the company at market prices plus
a markup. The framework is currently subject to negotiation and
approval from various parties. Although the alternatives being
considered for Hawesville should strengthen profitability, the
timing for the implementation of these alternatives is currently
uncertain and the full cost benefits will not be evidenced in the
company's metrics until 2014. However, the company has issued a
WARN notice indicating that the Hawesville plant will be fully
curtailed should a competitive electric power agreement not be
reached. Should Century successfully execute the new market priced
power contract for Hawesville (target date August 2013) and begin
to reflect the more competitive cost position in its results, and
aluminum prices do not significantly regress from current levels,
the outlook could be changed to stable.

The rating on the 2014 Notes has been withdrawn due to the
instrument's negligible outstanding balance at March 31, 2013 of
$2.6 million, which is minimal relative to the size of total debt
in Century's capital structure.

Century's B3 CFR reflects the company's high historical operating
costs at its two operating domestic smelters in Kentucky and South
Carolina (Hawesville - 100% and Mt. Holly - 49.7% JV with Alcoa,
respectively), ongoing costs associated with its idled high-cost
Ravenswood smelter in West Virginia, and exposure to highly
cyclical end markets. The rating also incorporates the fundamental
challenges in the aluminum markets, which are characterized by
weak demand and high inventory levels. The CFR incorporates
Moody's view that much of the company's enterprise value is
comprised of a single asset in a non-guarantor subsidiary in
Iceland and structural subordination risk to the rated debt
associated with the company's ability to put on debt to finance
expansion projects in non-guarantor subsidiaries. Against these
constraints, the rating recognizes the company's sufficient
liquidity and the low-cost position of the Grundartangi smelter
that, in Moody's opinion, would enable the asset to generate
positive cash flow even in a scenario of weaker aluminum prices
although on a consolidated basis operating cash flow would likely
be modest.

Moody's recognizes that the company has taken steps to improve its
overall cost position in recent years, including increasing
capacity at its lower-cost Iceland smelter and amending the power
supply agreement at the Mt. Holly smelter in South Carolina to
source all or a portion of the smelter's supplemental power
requirements from energy produced from natural gas. However, the
gains from these activities have been offset by weak aluminum
demand, that has depressed pricing, and persistently high net cash
costs in the U.S., which at $2,015/metric ton ($0.91/pound) in the
first quarter of fiscal 2013, remains uncompetitive relative to
current aluminum prices.

The B3 senior secured notes are rated at the same level as the
corporate family rating reflecting the nominal amount of unsecured
liabilities below the instrument and therefore minimal loss
absorption. The secured notes benefit from a second priority lien
on all domestic assets other than inventory and accounts
receivables, which are pledged on a first lien basis to Century's
unrated asset-based revolving credit facility (ABL revolver),
stock of domestic subsidiaries and 65% of stock of foreign
subsidiaries. Because the company does not have first lien funded
debt other than the ABL revolver, the secured notes effectively
have a first lien claim on domestic assets not pledged to the ABL
revolver. Moody's notes that the company's operations in Iceland -
Grundartangi and the Helguvik project - are non-guarantor
subsidiaries that have the ability to take on additional debt.
Consequently, Moody's believes there is a collateral deficiency
relative to the note size and this is reflected in the B3 senior
secured note rating.

Century's ratings could be downgraded should operating performance
remain challenged for a protracted time horizon such that the
company's credit metrics deteriorate and its liquidity position
erodes. Quantitatively, a downgrade may occur if key credit
metrics such as debt-to-EBITDA were to be sustained above 5.3x and
EBIT-to-interest were to be sustained below 1.25 times. At this
point, a positive outlook or upgrade is unlikely, given Moody's
expectations for reduced near-term profitability, weaker credit
metrics, uncertainty over the timing of the implementation of
cost-reducing initiatives at Hawesville, and exposure to the
cyclicality of aluminum price and demand swings. The outlook could
be changed to stable should aluminum prices stabilize and gains
from various cost-saving strategies be realized, particularly a
competitive power agreement for Hawesville.

The principal methodology used in this rating was the Global Steel
Industry Methodology published in October 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.

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

Headquartered in Monterey, California, Century Aluminum Company is
a primary aluminum producer in North America and Iceland with
ownership interests in four aluminum production facilities:
Hawesville, Mount Holly, Ravenswood (currently curtailed), and
Grundartangi. Output from the domestic smelters is sold either as
molten metal or primary aluminum such as billet and ingot. The
Grundartangi facility in Iceland, whose capacity is approximately
260,000 mtpy, does toll smelting under contracts with several
major aluminum producers. Furthermore, the company is presently
constructing a new smelter in Helguvik, Iceland with a rated
capacity of up to 360,000 mtpy, although construction has been
suspended pending the finalization of power supply agreements.
Century has a total rated capacity of approximately 615,000 tons
(excluding Ravenswood). During the twelve months ending March 31,
2013, the company shipped approximately 645,000 tons of primary
aluminum and generated revenue of $1.3 billion.


CENTURY ALUMINUM: S&P Rates $250MM Senior Secured Notes 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue-level rating (the same as the corporate credit rating) to
Century Aluminum Co.'s proposed $250 million senior secured notes
due 2021, based on proposed terms and conditions.  The recovery
rating on the notes is '3', indicating S&P's expectation for a
meaningful (50% to 70%) recovery in the event of a payment
default.

The company will use note proceeds to fund the concurrent tender
offer for any and all of its issued and outstanding 8% senior
secured notes due 2014.  The notes are being issued under rule
144A without registration rights.

"The 'B' rating and stable outlook on U.S.-based Century Aluminum
reflect the combination of what we consider to be the company's
'weak' business risk and 'aggressive' financial risk," said
Standard & Poor's credit analyst Marie Shmaruk.

"We base these assessments on the competitive and highly cyclical
nature of the aluminum industry, volatile aluminum prices,
relatively high costs at its U.S. smelters and low profitability
in the current weak price environment.  These factors are somewhat
offset by performance from the company's Nordural smelter in
Iceland that benefits from attractively priced hydro- and
geothermal-power supply arrangements, a small number of employees,
and efficient aluminum production.  Most of Nordural's production
is tolled, which protects it from volatile alumina costs.  Its
power costs are also competitively priced and tied to the London
Metal Exchange (LME) price of aluminum, which acts as a natural
hedge against price swings," S&P said.

The company's strong liquidity supports the rating.  Pro forma for
this transaction and giving effect to the announced acquisition of
Rio Tinto Alcan's Sebree smelter, S&P expects liquidity to be
about $200 million, including about $170 million of cash.  For the
rating S&P expects the company to maintain at least $75 million of
available cash balances.

RATING LIST

Century Aluminum Co.
Corporate credit rating                B/Stable/--

New Rating
Century Aluminum Co.
$250 mil sr secd notes due 2021       B
  Recovery rating                      3


CEREPLAST INC: Delays Form 10-Q for First Quarter
-------------------------------------------------
Cereplast, Inc., notified the U.S. Securities and Exchange
Commission that it will be delayed in the filing of its quarterly
report for the period ended March 31, 2013.

The Company said the compilation, dissemination and review of the
information required to be presented in the Form 10-Q for the
relevant period has imposed time constraints that have rendered
timely filing of the Form 10-Q impracticable without undue
hardship and expense to the Company.  The Company undertakes the
responsibility to file that report no later than five days after
its original prescribed due date.

                          About Cereplast

El Segundo, Calif.-based Cereplast, Inc., has developed and is
commercializing proprietary bio-based resins through two
complementary product families: Cereplast Compostables(R) resins
which are compostable, renewable, ecologically sound substitutes
for petroleum-based plastics, and Cereplast Sustainables(TM)
resins (including the Cereplast Hybrid Resins product line), which
replaces up to 90% of the petroleum-based content of traditional
plastics with materials from renewable resources.

Cereplast disclosed a net loss of $30.16 million in 2012, as
compared with a net loss of $14 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $16.18 million in total
assets, $26.20 million in total liabilities and a $10.02 million
total shareholders' deficit.

HJ Associates & Consultants, LLP, 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 significant recurring
losses, has a significant accumulated deficit, and has
insufficient working capital to fund planned operations.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

                        Bankruptcy Warning

"Our plan to address the shortfall of working capital is to
generate additional financing through a combination of refinancing
existing credit facilities, incremental product sales and raising
additional debt and equity financing.  We are confident that we
will be able to deliver on our plans, however, there are no
assurances that we will be able to obtain any sources of financing
on acceptable terms, or at all.

If we cannot obtain sufficient additional financing in the short-
term, we may be forced to curtail or cease operations or file for
bankruptcy," according to the Company's annual report for the year
ended Dec. 31, 2012.


CHINA PRECISION: Incurs $13.5 Million Net Loss in March 31 Qtr.
---------------------------------------------------------------
China Precision Steel, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $13.48 million on $8.56 million of sales revenues
for the three months ended March 31, 2013, as compared with a net
loss of $3.31 million on $29.49 million of sales revenues for the
same period during the prior year.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $28.59 million on $22.68 million of sales revenues, as
compared with a net loss of $7.93 million on $105.32 million of
sales revenues for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $163.25
million in total assets, $70.61 million in total liabilities, all
current, and $92.63 million in total stockholders' equity.

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

                        http://is.gd/dkrVc4

                          Director Resigns

On May 9, 2013, David P. Wong resigned as a member of the Board of
Directors and as Chair of the Audit Committee of China Precision.
Mr. Wong informed the Company that his decision to resign was not
the result of any disagreement with the Company on any matter
relating to the Company's operations, policies or practices.

On May 9, 2013, the Board approved by unanimous written consent
the appointment of Li Jian Lin as a member of the Board and as
Chair of the Audit Committee of the Company, effective July 1,
2013.

Li Jian Lin is currently a Partner and Director at Jonten
Certified Public Accountants and has been with Jonten since
September 2006.  From October 2002 to August 2006, Mr. Li was the
Department Manager at China Enterprise Appraisals Company.  From
January 2001 to October 2002, Mr. Li was the Project Manager at
Shenzhen Huaxin CPA Firm.  Mr. Li graduated with a Bachelor's
degree in Accountancy from Hunan University of Commerce and is
also a member of the Expert Advisory Committee for the Ministry of
Information Industry, and a member of the Expert Advisory
Committee for State-owned Assets Supervision and Administration
Commission of Shenzhen.

Mr. Li has extensive experience in accounting and asset valuation
covering a diverse range of industries.  He has an in-depth
knowledge on the business regulations in China and is familiar
with different accounting standards including the US GAAP and
International Accounting Standards.

Mr. Li does not have any family relationship with a current
officer or director of the Company.

                       About China Precision

China Precision Steel Inc. is a niche precision steel processing
company principally engaged in the production and sale of high
precision cold-rolled steel products and provides value added
services such as heat treatment and cutting medium and high
carbon hot-rolled steel strips.  China Precision Steel's high
precision, ultra-thin, high strength (7.5 mm to 0.05 mm) cold-
rolled steel products are mainly used in the production of
automotive components, food packaging materials, saw blades and
textile needles.  The Company primarily sells to manufacturers in
the People's Republic of China as well as overseas markets such
as Nigeria, Thailand, Indonesia and the Philippines. China
Precision Steel was incorporated in 2002 and is headquartered in
Sheung Wan, Hong Kong.

China Precision reported a net loss of $16.94 million for the
year ended June 30, 2012, compared with net income of $256,950
during the prior fiscal year.

Moore Stephens, in Hong Kong, issued a "going concern"
qualification on the consolidated financial statement for the
year ended June 30, 2012.  The independent auditors noted that
the Company has suffered a very significant loss in the year
ended June 30, 2012, and defaulted on interest and principal
repayments of bank borrowings that raise substantial doubt about
its ability to continue as a going concern.


CICERO INC: Incurs $1 Million Net Loss in First Quarter
-------------------------------------------------------
Cicero Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $1.01
million on $503,000 of total operating revenue for the three
months ended March 31, 2013, as compared with net income of $2.15
million on $3.66 million of total operating revenue for the same
period during the prior year.

The Company's balance sheet at March 31, 2013, showed $3.33
million in total assets, $9.75 million in total liabilities and a
$6.41 million total stockholders' deficit.

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

                        http://is.gd/pAon5l

                          About Cicero Inc.

Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.

The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products.  Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.

The Company has extended the maturity dates of several debt
obligations that were due in 2011 to 2012, to assist with
liquidity and may attempt to extend these maturities again if
necessary.  Despite the recent additions of several new clients,
the Company continues to struggle to gain additional sources of
liquidity on terms that are acceptable to the Company.

Cicero disclosed a net loss applicable to common stockholders of
$315,000 on $5.99 million of total operating revenue for the year
ended Dec. 31, 2012, as compared with a net loss applicable to
common stockholders of $3.09 million on $3.25 million of total
operating revenue during the prior year.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency as of Dec. 31, 2012.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


CODA HOLDINGS: Recalls Sedan to Repair Side-Curtain Air Bags
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bankrupt Coda Holdings Inc. sold the Coda Sedan, an
electrically powered version of the Hafei Saibao, made in China.
A crash test in March by the National Highway & Transportation
Safety Authority revealed that a side-curtain air bag wasn't
deploying properly. Because Coda was able to sell only 100 copies
of its electric auto, a recall will cost $40,000.

The company filed papers in bankruptcy court for authority to
conduct a voluntary recall.  There is a hearing on May 29 for
approval.

Coda says replacing the improperly manufactured parts is in the
ordinary course of business.

                        About CODA Holdings

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

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

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

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

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


COLDWATER PORTFOLIO: Wal-Mart Shadow Store Owner to File New Plan
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of 38 retail properties known in the real
estate industry as shadow retail centers won't be sold at the
auction authorized in February by the U.S. Bankruptcy Court in
South Bend, Indiana.

Coldwater Portfolio Partners LLC has 38 properties near locations
operated by Wal-Mart Stores Inc.  The properties were financed
with a loan in the original principal amount of $74.3 million
where U.S. Bank NA serves as trustee for the securitization that
owns the loans.  The loans are serviced by Torchlight Investors
LLC.  The properties are in the Midwest and southern states.
Tenants include Dollar Tree, Game Stop and Fashion Bug.

The report relates that according to a court filing late last
week, the company and the lender are working on a new Chapter 11
plan to be filed "within the next several days."  Consequently,
they indefinitely postponed the auction previously authorized by
the court.

                     About Coldwater Portfolio

Coldwater Portfolio Partners LLC filed a voluntary Chapter 11
petition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012.
CPP, a limited liability company organized under the laws of the
state of Delaware, was formed in January 2006 with the purpose of
owning and operating 38 commercial real estate properties.  The
majority of the properties are shadow retail centers located
adjacent to Wal-Mart Supercenters throughout the Midwest and
Southern States.  The Debtor has developed relationships with
nationwide retailers who operate local stores at the Shadow Retail
Centers, including Dollar Tree, Game Stop, Sally Beauty, and
Fashion Bug.  The Shadow Retail Centers are particularly
attractive commercial retail properties with business arising from
the Wal-Mart customer traffic.

Bankruptcy Judge Harry C. Dees, Jr., oversees the case.  Forrest
B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill &
Stelle LLC, serve as the Debtor's counsel.  Variant Capital
Advisors LLC provides investment banking services to the Debtor.
CPP estimated assets of $10 million to $50 million and debts of
$50 million to $100 million.

CPP is a subsidiary of CPP Holdings LLC.  Kenneth S. Klein,
manager of CPP, signed the Chapter 11 petition.  A related entity,
Coldwater Portfolio Partners II, LLC, owns and operates nine
shadow retail centers in the Midwest and Southern United States.
Klein Retail Centers, Inc. is the parent of Coldwater II.

Two Plans have been submitted in the case for Court approval. The
Debtor's Plan provides that the Debtor will reorganize with the
help of financing proposed by N3 retail Investors, LLC, as the
plan sponsor.  The Lenders' Plan provides for the orderly sale
or other disposition of the Debtor's Property and other assets,
the payment in full of all allowed administrative claims and
priority claims in the Chapter 11 case and guarantees that
unsecured trade creditors receive no less than a pro rata share of
$100,000.


COLDWATER PORTFOLIO: Plan Filing Deadline Extended to May 31
------------------------------------------------------------
Coldwater Portfolio Partners LLC sought and obtained an extension
until May 31, 2013, of the deadline to file its Chapter 11 plan
and disclosure statement.  The Debtors' exclusive period for
soliciting acceptances on the plan is also extended until July
2013.

                About Coldwater Portfolio

Coldwater Portfolio Partners LLC filed a voluntary Chapter 11
petition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012.
CPP, a limited liability company organized under the laws of the
state of Delaware, was formed in January 2006 with the purpose of
owning and operating 38 commercial real estate properties.  The
majority of the properties are shadow retail centers located
adjacent to Wal-Mart Supercenters throughout the Midwest and
Southern States.  The Debtor has developed relationships with
nationwide retailers who operate local stores at the Shadow Retail
Centers, including Dollar Tree, Game Stop, Sally Beauty, and
Fashion Bug.  The Shadow Retail Centers are particularly
attractive commercial retail properties with business arising from
the Wal-Mart customer traffic.

Bankruptcy Judge Harry C. Dees, Jr., oversees the case.  Forrest
B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill &
Stelle LLC, serve as the Debtor's counsel.  Variant Capital
Advisors LLC provides investment banking services to the Debtor.
CPP estimated assets of $10 million to $50 million and debts of
$50 million to $100 million.

CPP is a subsidiary of CPP Holdings LLC.  Kenneth S. Klein,
manager of CPP, signed the Chapter 11 petition.  A related entity,
Coldwater Portfolio Partners II, LLC, owns and operates nine
shadow retail centers in the Midwest and Southern United States.
Klein Retail Centers, Inc. is the parent of Coldwater II.

Two Plans have been submitted in the case for Court approval. The
Debtor's Plan provides that the Debtor will reorganize with the
help of financing proposed by N3 retail Investors, LLC, as the
plan sponsor.  The Lenders' Plan provides for the orderly sale
or other disposition of the Debtor's Property and other assets,
the payment in full of all allowed administrative claims and
priority claims in the Chapter 11 case and guarantees that
unsecured trade creditors receive no less than a pro rata share of
$100,000.


COMMUNITY SHORES: Posts $5.3 Million Net Income in First Quarter
----------------------------------------------------------------
Community Shores Bank Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $5.30 million on $2.04 million of total
interest income for the three months ended March 31, 2013, as
compared with a net loss of $64,101 on $2.33 million of total
interest income for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $204.69
million in total assets, $200.71 million in total liabilities and
$3.98 million in total shareholders' equity.

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

                        http://is.gd/12v6zi

                      About Community Shores

Muskegon, Mich.-based Community Shores Bank Corporation, organized
in 1998, is a Michigan corporation and a bank holding company.
The Company owns all of the common stock of Community Shores Bank.
The Bank was organized and commenced operations in January 1999 as
a Michigan chartered bank with depository accounts insured by the
FDIC to the extent permitted by law.  The Bank provides a full
range of commercial and consumer banking services primarily in the
communities of Muskegon County and Northern Ottawa County.

Community Shores disclosed net income of $267,838 on $8.77 million
of interest and dividend income for the year ended Dec. 31, 2012,
as compared with a net loss of $2.46 million on $10.83 million of
total interest and dividend income in 2011.

Crowe Horwath LLP, in Grand Rapids, Michigan, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred significant recurring operating
losses and is in default of its notes payable collateralized by
the stock of its wholly-owned bank subsidiary.  In addition, the
Company has a deficit in shareholders' equity.  The subsidiary
bank is undercapitalized and is not in compliance with revised
minimum regulatory capital requirements under a formal regulatory
agreement which has imposed limitations on certain operations.
These events raise substantial doubt about the Company's ability
to continue as a going concern.


CONCHO RESOURCES: Strong Margins Cue Moody's to Lift CFR to Ba2
---------------------------------------------------------------
Moody's Investors Service upgraded Concho Resources Inc.'s
Corporate Family Rating to Ba2 from Ba3. Moody's also upgraded the
company's existing senior notes to Ba3 from B1 and assigned a Ba3
rating to its proposed add-on offering of $500 million senior
notes due 2023. The Speculative Grade Liquidity is unchanged at
SGL-2, and the rating outlook remains stable. The net proceeds
from the senior notes offering will be used to redeem $300 million
8.625% senior notes due 2017 and partially repay revolver
borrowings.

"The upgrade to Ba2 reflects Concho Resources' strong cash
margins, relatively high proportion of oil in the production mix,
and continued growth in production and reserves," said Arvinder
Saluja, Moody's Assistant Vice President-Analyst. "We expect the
production and reserves related debt metrics to improve over the
next 12-18 months, barring any sizeable debt financed
acquisition."

Issuer: Concho resources Inc.

Ratings assigned:

Add-on $500 million Senior Unsecured Regular Bond/Debenture due
2023, Assigned Ba3 (LGD4, 68 %)

Ratings upgraded:

Corporate Family Rating, Upgraded to Ba2 from Ba3

Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD

$600 million Senior Unsecured Regular Bond/Debenture due 2021,
Upgraded to Ba3 (LGD4, 68 %) from B1 (LGD5, 75%)

$1.2 billion Senior Unsecured Regular Bond/Debenture due 2022,
Upgraded to Ba3 (LGD4, 68 %) from B1 (LGD5, 75%)

$700 million Senior Unsecured Regular Bond/Debenture due 2023,
Upgraded to Ba3 (LGD4, 68 %) from B1 (LGD5, 75%)

Ratings Rationale:

The Ba2 CFR reflects Concho's sizeable position in the Permian
Basin, large drilling inventory, and strong cash margins driven by
a high proportion of oil and NGL production. The rating also
recognizes Concho's position as one of the largest producers in
the Permian Basin, and incorporates Moody's expectation of
improving leverage, measured by debt/production and debt/proved
developed reserves, as Delaware Basin production ramps up along
with more focus on horizontal drilling. Concho's production
derives from areas with unlevered cash margins of roughly $47 BOE
affording the company the ability to mostly self-fund $1.6 billion
capex budget going forward. Protecting this budget is a prudent
hedging strategy for the 2013-14 of 25 million BOE of oil and a
very modest level of gas at an average price of over $90 per
barrel. The rating also considers the company's history of
leveraging acquisitions, followed by subsequent leverage
reduction, and geographic concentration in the Permian Basin.

The SGL-2 rating is based on Moody's expectation that Concho will
have good liquidity through 2014. The company has a $2.5 billion
committed senior secured revolving credit facility with a
borrowing base of $3 billion. Pro forma for the add-on notes
offering, Moody's expects at least $2 billion availability under
the revolver. This gives ample liquidity for the company's planned
capital expenditures in excess of cash flows over the remainder of
2013 and 2014. Financial covenants under the facility are debt /
EBITDAX of not more than 4.0x and a current ratio of at least
1.0x. Moody's expects Concho to remain well within compliance with
these covenants during the next 12 months. There are no debt
maturities until 2016 when the credit facility matures. Although
substantially all of Concho's oil and gas properties are
encumbered by the credit facility, the substantial excess of the
borrowing base above the committed facility provides significant
flexibility to execute asset sales to raise cash for its capital
investment.

The Ba3 rating on the proposed and existing senior notes reflects
both the overall probability of default of Concho, to which
Moody's assigns a PDR of Ba2-PD, and a loss given default of LGD 4
(68%). The company has a committed $2.5 billion senior secured
credit facility that matures in 2016 and will have $3 billion of
senior notes outstanding following the proposed offering. Both the
new and existing senior notes are unsecured. Therefore the senior
notes are subordinate to the senior secured credit facility's
potential priority claim to the company's assets. The large amount
of the potential senior secured claims relative to the unsecured
notes outstanding results in the senior notes being notched one
rating beneath the Ba2 CFR under Moody's Loss Given Default
Methodology.

The stable outlook reflects Moody's expectation of continued
growth in production and reserves with strong full cycle metrics.
Moody's expects leverage to compress over time through organic
production growth. Moody's could upgrade the ratings if Concho
continues to grow in size and scale (daily production over 125,000
BOE) essentially within cash flow with debt / average daily
production of less than $30,000 BOE. Strong full cycle metrics are
clearly the underlying driver of the economics. Moody's could
downgrade the ratings if RCF / debt degrades to below 30% due to a
leveraging acquisition, if debt / average daily production
sustains above $45,000 BOE, or if profitability deteriorates
materially due to sustained operational issues.

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

Concho Resources Inc. is an independent exploration and production
company headquartered in Midland, Texas.


CONCHO RESOURCES: S&P Affirms 'BB+' Rating to Sr. Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
senior unsecured debt rating on Concho Resources Inc.'s 5.5%
senior unsecured notes due 2023 after the company announced it
will seek to add on $500 million to the existing $700 million
notes outstanding.  This brings the total issue amount to
$1.2 billion.  The recovery rating on the notes is '4', indicating
S&P's expectation of average (30% to 50%) recovery in the event of
a payment default.  Based on the current PV10 valuation and S&P's
current assumptions, it estimates that Concho could maintain the
'4' recovery rating even if it upsizes the proposed offering by
an additional $1.25 billion.

The 'BB+' corporate credit rating and stable outlook on Concho are
unaffected.  The exploration and production company intends to use
proceeds to redeem its $300 million 8.625% senior unsecured notes,
repay outstanding amounts under its revolving credit facility, and
for general corporate purposes.

The ratings on oil and gas exploration company Concho Resources
Inc. reflect Standard & Poor's assessment of the company's "fair"
business risk, "significant" financial risk, and "adequate"
liquidity.  The ratings incorporate its strong reserve
replacement, solid production growth, and continued growth of its
reserve base, which totaled 447 million barrels of oil equivalent
as of year-end 2012.  In addition, given its high exposure to
liquids and the current favorable price for hydrocarbons, the
company's reserve base is well positioned.  The ratings on the
company also reflect its participation in the competitive and
highly cyclical oil and gas industry and its geographically
concentrated reserve base.

RATING LIST

Concho Resources Inc.
Corporate credit rating                  BB+/Stable/--

Rating Affirmed
  $1.2 bil sr unsecd notes due 2023      BB+
   Recovery rating                       4


CORD BLOOD: Incurs $588,000 Net Loss in First Quarter
-----------------------------------------------------
Cord Blood America, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $587,920 on $1.45 million of revenue for the three
months ended March 31, 2013, as compared with a net loss of $1.28
million on $1.43 million of revenue for the same period a year
ago.

The Company's balance sheet at March 31, 2013, showed $6.37
million in total assets, $5.76 million in total liabilities an
d$606,561 in total stockholders' equity.

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

                        http://is.gd/ikYFSt

                     About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

Cord Blood disclosed a net loss of $3.49 million on $5.99 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $6.51 million on $5.07 million of revenue during the
prior year.

Rose, Snyder & Jacobs, LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has sustained recurring operating losses and has
an accumulated deficit at Dec. 31, 2012.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


CSD LLC: Wayne Newton Museum Developer Files Ch. 11 Plan
--------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that a bankrupt real
estate developer that planned to turn Wayne Newton's Las Vegas
mansion into a Graceland-style museum filed a Chapter 11
reorganization plan Friday which would pay all of its creditors in
full, following an April settlement of litigation with the singer.

According to the report, CSD LLC said all creditors are assumed to
have accepted the plan without voting on it, as it treats every
creditor as unimpaired, however, they will retain the right to
object to the plan's confirmation.

                          About CSD LLC

Las Vegas, Nev.-based CSD, LLC, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 12-21668) on Oct. 12, 2012, estimating
$50 million to $100 million in assets and $10 million to
$50 million in debts.  The petition was signed by Steven K.
Kennedy, manager of CSD Management, LLC, manager.

The Debtor owns 37.82 acres of land, seven houses, and an
equestrian facility, all located at 6629 S. Pecos Road, Las Vegas,
Nevada.  The Debtor purchased the property from Mr. Wayne Newton
and his wife, Kathleen, for $19.5 million to develop and operate a
museum/tourist attraction honoring the life and career of Wayne
Newton.  Situated on the purchased property is the current home of
the Newtons, known as "Casa de Shenandoah", which was to be used
to showcase Wayne Newton's memorabilia.  The museum remains
unopened.  DLH, LLC, which holds a 70% interest in the Debtor,
contributed nearly $60 million towards development of the museum.
DLH is a Nevada limited liability company, and its members are
Lacy Harber and Dorothy Harber.

Plans called for contributing $2 million toward the construction
of a new home for Mr. Newton on the acreage.  The new home hasn't
been built, so Mr. Newton still lives in the existing home, paying
minimal rent.

While the Debtor has made substantial expenditures towards the
development of the Newton Museum, the Debtor and the Newtons have
been involved in certain disputes regarding the development of the
museum.  The Debtor in May 2012 filed a lawsuit in Nevada state
court for fraud, civil conspiracy, and breach.  The Newtons filed
counterclaims.  Because of the deteriorating relationship of the
parties, it appears that it is no longer feasible for the parties
to move forward with the development of the museum.

On Aug. 9, 2012, the Debtor's committee members held an emergency
meeting and voted to dissolve the Debtor.  Though the Debtor has
sought approval in the state court proceedings to dissolve, that
matter is not scheduled to be heard until May 2013.

Because the Debtor is out of money and options, and because the
Debtor's prepetition secured lender, Neva Lane Acceptance, LLC, is
unwilling to lend any additional funds to the Debtor on a
prepetition basis, the majority of the committee members voted in
favor of the bankruptcy filing.  Although the Debtor is out of
cash, it claims that it has substantial equity in its property.

The Debtor has decided that a sale of the Debtor's property
pursuant to Section 363 of the Bankruptcy Code, followed by the
filing of a plan of liquidation, is the Debtor's best option for
maximizing the value of the property and maximizing the return to
the Debtor's creditors and interest holders.

James D. Greene, Esq., at Greene Infuso, LLP, in Las Vegas,
represents the Debtor.  The Debtor's CRO is Odyssey Capital Group,
LLC.


CUBIC ENERGY: Incurs $2.2 Million Net Loss in March 31 Quarter
--------------------------------------------------------------
Cubic Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.18 million on $968,980 of total revenues for the three
months ended March 31, 2013, as compared with a net loss of $3.58
million on $1.27 million of total revenues for the three months
ended March 31, 2012.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $4.39 million on $3.01 million of total revenues, as
compared with a net loss of $8.84 million on $5.99 million of
total revenues for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $17.24
million in total assets, $28.88 million in total liabilities, all
current, and a $11.63 million total stockholders' deficit.

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

                        http://is.gd/ZLjIEk

                         About Cubic Energy

Cubic Energy, Inc., headquartered in Dallas, Tex., is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.

Philip Vogel & Co. PC, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company has experienced recurring net losses from operations and
has uncertainty regarding its ability to meet its loan obligations
which raise substantial doubt about its ability to continue as a
going concern.

                         Bankruptcy Warning

"Our debt to Wells Fargo, with a principal amount of $25,865,110,
is due on March 31, 2013, and the Wallen Note, with a principle
amount of $2,000,000, is due April 1, 2013, and both are
classified as current debt.  As of December 31, 2012, we had a
working capital deficit of $26,312,271.

Our ability to make scheduled payments of the principal of, to pay
interest on or to refinance our indebtedness depends on our
ability to obtain additional debt and/or equity financing, which
is subject to economic and financial factors beyond our control.
Our business will not generate cash flow from operations
sufficient to pay our obligations to Wells Fargo and under the
Wallen Note.  We may be required to adopt one or more
alternatives, such as selling assets, restructuring debt or
obtaining additional equity capital on terms that may be onerous
or highly dilutive.  Our ability to refinance our indebtedness
will depend on the capital markets and our financial condition in
the immediate future, as well as the value of our properties. We
may not be able to engage in any of these activities or engage in
these activities on desirable terms, which could result in a
default on our debt and have an adverse effect on the market price
of our common stock.

"We may not be able to secure additional funds to make the
required payments to Wells Fargo.  If we are not successful, Wells
Fargo may pursue all remedies available to it under the terms of
the Credit Facility including but not limited to foreclosure on
our assets or force the Company to seek protection under
applicable bankruptcy laws.  If either of those were to occur, our
shareholders might lose their entire investment," the Company said
in its quarterly report for the period ended Dec. 31, 2012.

"We will continue negotiating with Wells Fargo and Mr. Wallen to
either payoff or paydown these debts and extend their respective
maturity dates."


DETROIT, MI: Next Six Weeks Will Likely Determine Bankruptcy Fate
-----------------------------------------------------------------
Bernie Woodall and Karen Pierog, writing for Reuters, reported
that bond restructurings, negotiated settlements with bondholders
and bond insurers, and tough talk with unionized workers are on
the agenda as Detroit's emergency financial manager tries to meet
a self-imposed, six-week deadline to decide whether the city can
get through its financial crisis without a bankruptcy filing.

According to the report, Kevyn Orr, a former bankruptcy lawyer, in
his first report to the state of Michigan since Governor Rick
Snyder appointed him, laid out last week a bracing picture of
steps he may need to take to address the city's troubles.

As he has gone about his work, though, with unions, bond insurance
firms and others, Orr so far has communicated little about how
they will be affected, the report related.

Orr's spokesman, Bill Nowling, told the news agency the emergency
manager expects to decide soon whether talks with the affected
parties will get the job done. "It's safe to say we will have a
good idea of whether we can reach an out-of-court restructuring
with our bondholders, pensioners, retirees and city employees
within six weeks," Nowling said.

"This is not going to be a prolonged process.  We are in a
financial crisis," the report said, citing Orr.

The Detroit story has taken on outsized importance, the report
noted. Once a symbol of U.S. industrial might, the city now
represents something different altogether: a case study of the
struggles many U.S. cities and states are enduring as they grapple
with crippling debt and untenable obligations to public workers.
And as Orr begins initial talks with Detroit's employees and
creditors, the process raises worrisome parallels with historic
precedents close to home. Five years ago, the leaders of General
Motors and Chrysler were undertaking similar preliminary steps
with their creditors and workers, only to find that negotiations
and concessions were not enough to avoid bankruptcy. Orr
represented Chrysler during its restructuring.

Orr is moving forward on two major fronts: with creditors and
workers, the report said. With bond holders and bond insurers, he
is sending signals -- but has not yet met with them. He is taking
an aggressive approach to the unions representing the city's
public safety workers but has not yet sat down with dozens of
others.


DETROIT, MI: Recovery Plan Raises Specter of Default, Moody's
-------------------------------------------------------------
Karen Pierog, writing for Reuters, reported that Detroit's
bondholders face a heightened chance of default or bankruptcy by
the city under a financial recovery plan released on Monday by a
state-appointed emergency manager running the city, Moody's
Investors Service said.

According to the report, "[t]he plan is negative for Detroit
bondholders because it indicates that the city requires
'significant and fundamental debt relief' to help shore up its
finances, a clear indication that a default or bankruptcy is a
real option," the credit rating agency said in a report.

Specifically, the plan Kevyn Orr sent Michigan Treasury officials
outlines four ways to restructure Detroit's debt: by pushing
principal payments into future years, permanently reducing the
amount of principal, lowering interest rates, and issuing new debt
to provide cash recoveries to creditors, the report said.

Moody's said Orr's plan cites a "fair and equitable" standard for
restructuring the city's finances.

"While not specifically defined in the recovery plan, this
language has been used in relation to other bankruptcy proceedings
to manage creditors' expectations on recovering their assets in
bankruptcy, setting the stage for reductions to all stakeholders,
including bondholders," the Moody's report said.

It added that the risk of bankruptcy or default has been
incorporated in Detroit's general obligation rating of Caa1 with a
negative outlook.


DEWEY & LEBOEUF: Meets Opposition to Settlement With Davis, XL
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that left out of the $19 million settlement that creditors
of Dewey & LeBoeuf LLP cobbled together with XL Specialty
Insurance Co. and the defunct law firm's former Chairman Steven
Davis, two other former senior executives from the firm are
objecting to the settlement and contend that lawyers for the
creditors' trust are disqualified.

According to the report, XL, a provider of the defunct firm's
management liability policy, contributes the bulk of the
settlement funds while Davis will give the firm a note for
$511,000.  In return, Dewey will waive all claims against XL and
Davis.

Stephen DiCarmine, the former executive director, and Joel
Sanders, Dewey's former chief financial officer, were left out of
the settlement.  The two contended at the time that the settlement
had multiple defects, among them injunctions precluding people
like them from suing non-bankrupt third parties.  They also
objected to a provision in the settlement amounting to a court
finding that XL acted in good faith toward everyone covered by the
policies, including themselves.

Later this month, DiCarmine and Sanders were handed another ground
for objection when Brown Rudnick LLP, lawyers for the creditors'
trustee, hired a former Dewey partner named Stephen A. Best, who
had been co-chairman of Dewey's white collar criminal defense
group.  DiCarmine and Sanders said in court papers they had a
meeting of several hours with Best to discuss potential legal
problems.  They contend that giving him confidential information
makes Brown Rudnick disqualified.

In response, the trustee said that Best left Dewey in 2010, long
before bankruptcy.  In addition, the trustee says the settlement
was signed and the approval motion filed before Best joined the
firm on May 1.  Since he arrived at Brown Rudnick, the firm
established a so-called ethical wall around Best.

Brown Rudnick said in a court filing that demanding the firm's
disqualification is based on "contrived and false claims" that
shouldn't delay approval of the settlement.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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

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


DIGITAL DOMAIN: Officers, Auditor Sued by Investors
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Digital Domain Media Group Inc.'s officers, directors
and auditor were sued by Iroquois Master Fund Ltd. and Kingsbrook
Opportunities Master Fund LP for saying there was enough cash to
operate through 2012 when in fact the company was forced to file
for Chapter 11 protection in September, nine months after an
initial stock offering.

According to the report, the suit filed in New York state court in
Manhattan alleged that the special-effects company didn't disclose
that "ambitious plans to diversify" exceeded its "ability to
generate revenue and obtain new financing."  According to the
complaint, the defendants "knew or should have known that DDMG's
liquidity crisis was more serious than had been disclosed."

Digital Domain isn't named as a defendant because suing the
company while it's in bankruptcy would violate the so-called
automatic stay.

The report notes companies in Chapter 11 sometimes ask a
bankruptcy judge to stop lawsuits against officers and directors.

                       About Digital Domain

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

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

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

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

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


DYNASIL CORP: Incurs $7.2 Million Net Loss in March 31 Quarter
--------------------------------------------------------------
Dynasil Corporation of America filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $7.24 million on $10.48 million of net revenue for
the three months ended March 31, 2013, as compared with a net loss
of $585,010 on $12.29 million of net revenue for the same period
during the prior year.

For the six months ended March 31, 2013, the Company incurred a
net loss of $7.62 million on $21.03 million of net revenue, as
compared with a net loss of $214,672 on $24.43 million of net
revenue for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $28.27
million in total assets, $17.07 million in total liabilities and
$11.19 million in total stockholders' equity.

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

                        http://is.gd/M5XQtQ

                           About Dynasil

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

The Company reported a net loss of $4.30 million for the year
ended Sept. 30, 2012, as compared with net income of $1.35 million
during the prior fiscal year.

                        Going Concern Doubt

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

                             Default

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

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

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

                        Bankruptcy Warning

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


EAST COAST BROKERS: Assets Put Up for Sale in Sealed Bid Offerings
------------------------------------------------------------------
Farms, packing houses, labor camps, a luxury hotel, a former Bible
college and a number of other properties owned by East Coast
Brokers and Packers Inc. and the Madonia family will be offered
for sale in a series of sealed bid offerings in June and early
July.

Murray Wise Associates, in cooperation with Crosby & Associates,
is handling the offerings for East Coast Brokers and Packers, its
shareholders and related entities, which filed Chapter 11
bankruptcy in March.

"After two years of freezes on its Florida farms, a hurricane on
its Virginia farms in 2011, and years of challenges resulting from
years of cheap imports, a Chapter 11 filing was needed to provide
the Madonia family an opportunity to sell assets in an organized
fashion.  This process will provide enough liquidity to satisfy
creditors and allow the Madonia family to reorganize and carry on
its operations," said Ken Nofziger, president of Murray Wise
Associates.

"Because of the sheer size and diversity, we will offer these
properties in groupings and provide detailed information to
interested bidders," said Mr. Nofziger.  Each group of assets will
have a sealed bid submission date, followed by a court-supervised
auction for qualified bidders:

-- More than 7,000 acres of Florida farm and development land in
Martin, HIllsborough, Polk and Manatee counties; two packing
houses; a former Bible college, and several labor camps.  Bids
will be due by 5:00 p.m. Thursday, June 20.

-- Thirteen farms totaling approximately 3,000 acres; four packing
houses; seven labor camps, and several homes in Accomack and
Northampton counties in Virginia.  Bids will be due by 5:00 p.m.
Thursday, June 20.

-- The elegant Red Rose Hotel in Plant City, along with luxury
condominiums in Naples and Stuart, as well as other houses and
properties not directly related to the tomato business.  Bids will
be due by 5:00 p.m. Friday, July 5.

-- Commercial and residential buildings in Virginia, West Virginia
and Pennsylvania, including warehouse and cold storage facilities,
industrial and residential lots, and several luxury homes.  Bids
will be due by 5:00 p.m. Friday, July 5.

"Taken as a whole, these properties amount to a major integrated
operation. Individually, the properties represent a major value to
packers, farmers or investors," said Mr. Nofziger.  Individuals
interested in additional information about the properties may
visit http://www.murraywiseassociates.comor call 800-607-6888.

Murray Wise Associates LLC, headquartered in Champaign, Ill., with
additional offices in Florida and Iowa, is a national agricultural
real estate marketing and financial advisory firm.

Crosby and Associates, Inc., based in Winter Haven , FL, with
offices in Tavares, FL and Hawkinsville, GA., is a noted provider
of agriculture real estate brokerage and management services.

                 About East Coast Brokers & Packers

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


DYNAVOX INC: Incurs $6.6-Mil. Net Loss in March 29 Quarter
----------------------------------------------------------
DynaVox Inc. filed its quarterly report on Form 10-Q, reporting a
net loss of $6.6 million on $14.9 million of net sales for the
thirteen weeks ended March 29, 2013, compared with a net loss of
$14.1 million on $24.0 million of net sales for the thirteen weeks
ended March 30, 2012.

The Company reported a net loss of $6.7 million on $51.1 million
of net sales for the thirty-nine weeks ended March 29, 2013,
compared with a net loss of $13.3 million on $73.4 million of net
sales for the thirty-nine weeks ended March 30, 2012.

Net other income was $44.4 million for the thirty-nine week period
ended March 29, 2013, compared to net other (expense) of $(27,000)
for the thirty-nine week period ended March 30, 2012.  "The
increase was primarily the result of a $43.9 million change in the
estimated payable to related parties pursuant to the tax
receivable agreement in connection with recording a valuation
allowance on deferred tax assets of $49.4 million."

The Company's balance sheet at March 29, 2013, showed
$52.3 million in total assets, $37.2 million in total liabilities,
and stockholders' equity of $15.1 million.

The Company said, "We are in default under our credit agreement
and our lenders have the right to accelerate our obligations at
any time, which raises substantial doubt about our ability to
continue as a going concern."

                        Bankruptcy Warning

"In the event of an acceleration of our obligations and our
failure to pay the amount that would then become due, the holders
of the 2008 Credit Facility could seek to foreclose on our assets,
as a result of which we would likely need to seek protection under
the provisions of the U.S. Bankruptcy Code.

                Delisting of Class A Common Stock

On April 15, 2013, the Company's Class A common stock was delisted
from the NASDAQ Global Select Market and began trading on the OTC
Markets OTC QB marketplace on April 16, 2013.

A copy of the Form 10-Q is available at http://is.gd/a5lm2q

DynaVox Inc. (OTC: DVOX) is a holding Company with its
headquarters in Pittsburgh, Pennsylvania, whose primary operating
entities are DynaVox Systems LLC and Mayer-Johnson LLC.  DynaVox
provides speech generating devices and symbol-adapted special
education software to assist individuals in overcoming their
speech, language and learning challenges.


EASTMAN KODAK: Disclosure Hearing Scheduled for June 13
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. scheduled a June 13 hearing for
approval of disclosure materials explaining the Chapter 11
reorganization plan filed at the end of April when a deadline was
running out with lenders providing financing for the bankruptcy
reorganization begun in January 2012.

The plan calls for full payment to holders of the remaining $375
million in second-lien notes.  They are to receive interest in
cash, plus 85 percent of the new stock for principal.  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.  If second-lien noteholders would prefer cash
rather than ownership, they and anyone else must file objections
by June 7.

Mr. Rochelle notes that although the deadline is weeks away for
Eastman Kodak creditors to object to the reorganization plan the
company filed on April 30, criticism is already appearing in
bankruptcy court filings.

An adviser to holders of 7 percent convertible notes wrote a
May 13 letter to the bankruptcy judge objecting to the proposed
capitalization where holders of the remaining $375 million in
second-lien notes will have 85 percent of the equity, leaving
15 percent of the stock for unsecured creditors with $2.7 billion
in claims and retirees with a $635 million claim from the loss of
retirement benefits.

Gregg T. Abella from Investment Partners Asset Management in
Metuchen, New Jersey, pointed to Graphic Packaging Holding Co., a
comparable company, as showing how "a recapitalization could
eventually constitute a full recovery for virtually all creditors
in Kodak's bankruptcy." The current plan, he said, is "extremely
lop-sided and unfair."

Atlanta-based GPH, like Kodak, focuses on commercial printing and
packaging.  Although GPH has a $690 million negative tangible net
worth, the company's outstanding common stock has a cumulative
market value of $2.7 billion, Abella said.  GPH generates about
$4.3 billion in annual revenue.

On emerging from Chapter 11, Abella contends Kodak could support
"more debt and less cash," by issuing new debt or preferred stock
to second-lien creditors.  Thus, unsecured creditors could have
all the new common stock, he said.

                       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.

There will be a hearing on June 13 for the U.S. Bankruptcy Court
in New York to consider approving disclosure materials so
creditors can begin voting on Kodak's plan.


EAU TECHNOLOGIES: Delays Form 10-Q for First Quarter
----------------------------------------------------
EAU Technologies, Inc., was unable to file its quarterly report on
Form 10-Q for the period ended March 31, 2013, within the
prescribed time period without unreasonable effort or expense.
The compilation, dissemination and review of the information
required to be presented in the March 31, 2013, Form 10-Q has
imposed time constraints that have rendered timely filing of the
Form 10-Q impracticable without undue hardship and expense to the
registrant.

The Company is still in the process of compiling the necessary
information to complete the Form 10-Q and of obtaining the review
of the financial statements by the Company's Auditors and Audit
Committee by the filing deadline.

The Company expects to file the Form 10-Q on or before Monday,
May 20, 2013, in full compliance with the rules of the SEC.

                     About EAU Technologies

Kennesaw, Ga.-base EAU Technologies, Inc., is in the business of
developing, manufacturing and marketing equipment that uses water
electrolysis to create non-toxic cleaning and disinfecting fluids
for food safety applications as well as dairy drinking water.

EAU Technologies disclosed a net loss of $2.03 million on $471,209
of total revenues for the year ended Dec. 31, 2012, as compared
with a net loss of $3.04 million on $1.90 million of total
revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.85 million
in total assets, $8.82 million in total liabilities and a $5.96
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 Company has a working capital deficit, a deficit in
stockholders' equity and has sustained recurring losses from
operations which raise substantial doubt about the Company's
ability to continue as a going concern.


ECO BUILDING: Faces Complaint Over Secured Debenture Default
------------------------------------------------------------
Alpha Capital Anstalt on May 20 disclosed that on May 14, 2013, a
Complaint was filed against Eco Building Products, Inc. and
certain subsidiaries thereof in the United Stated District Court
for the Southern District of New York, Index No.: 13 Civ
03220(PAC).  A copy of the complaint is available from the Court.
The causes of action include breach of contract and injunctive
relief in connection with a default under a secured debenture
issued by the Company on August 13, 2012, in the principal amount
of $1,080,000.

Headquartered in Vista, California, ECO Building Products, Inc. --
http://www.ecobluproducts.com/-- is a manufacturer of wood
products treated with an eco-friendly chemistry that protects
against fire, mold/mycotoxins, fungus, rot-decay, wood ingesting
insects and termites with ECOB WoodSurfaceFilm and fire retardant
coating). ECOB's newest product, Eco Red Shield also serves as a
fire inhibitor protecting lumber from fire, slowing ignition time
and reducing the amount of smoke produced.


ELAN CORP: Moody's Confirms 'Ba3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service confirmed the ratings of Elan
Corporation, plc including the Ba3 Corporate Family Rating and the
Ba2-PD Probability of Default Rating. This concludes the rating
review for downgrade initiated on May 13, 2013. At the same time,
Moody's assigned a Ba3 rating to the new senior unsecured note
offering of Elan Finance plc, guaranteed by Elan. The rating
outlook is stable.

Ratings confirmed:

Ba3 Corporate Family Rating

Ba2-PD Probability of Default Rating

Rating affirmed:

SGL-1 Speculative Grade Liquidity Rating

Rating assigned to Elan Finance plc:

Ba3 (LGD4, 65%) senior unsecured notes due 2021

Ratings Rationale:

The rating confirmation reflects Moody's view that Elan's cash
flow to debt ratios will remain adequate for the Ba3 rating, with
FCF/debt likely exceeding 20% in 2014 and 30% in 2015. Debt/EBITDA
in excess of 5 times should approach 3 times in 2014. Although
Elan's cash flows will be derived primarily from Tysabri over the
near term, royalties from the Theravance products and earnings
from the recently announced acquisition of AOP Orphan
Pharmaceuticals will improve Elan's diversity over time. The
rating affirmation further considers positive trends in Tysabri
and the long-dated nature of this royalty stream, which does not
cease on any given date. The risk of generic competition on
Tysabri, even over the long term, appears minimal given its
complex manufacturing process and rigorous risk management system.

Elan's Ba3 Corporate Family Rating reflects its limited scale, its
lack of revenue diversity even after the proposed Theravance
royalties, and the risks associated with an evolving business
strategy. The proposed acquisition of Theravance royalties
provides Elan with modest product diversification as well as
supplemental growth potential in 2014 and beyond, but is highly
dependent on uptake in Breo Ellipta and regulatory approvals of
three other respiratory products in the transaction. Breo Ellipta
could become a blockbuster product, although its rate of market
acceptance is not certain and substantial returns to Elan will be
protracted if the launch is slow. Since the Theravance royalties
end on various specified dates related to patents (unlike the
Tysabri royalty stream), there is substantial risk that the
valuation purchase price is too high.

Moody's anticipates that Elan will continue business development,
but the targets are difficult to predict given that some have been
financial assets (the Theravance royalties) while others have been
companies with operating risks (AOP Orphan). The rating also
reflects Elan's very good liquidity and expectations of rising
EBITDA and cash flow generated by its primary asset, Tysabri.

The rating outlook is stable, which balances rising cash flows
with uncertainty about Elan's ongoing acquisition strategy. The
ratings could be upgraded with greater diversification of revenue,
longer track record of successful acquisitions, and debt/EBITDA
sustained below 3.0 times. Conversely, the ratings could be
downgraded if debt/EBITDA is sustained above 4.0 times. This could
occur if Tysabri suffers a significant downtrend in utilization,
or Elan raises its debt levels for share repurchases or
acquisitions that do not generate immediate EBITDA.

Headquartered in Dublin, Ireland, Elan Corporation, plc ("Elan")
is a specialty biopharmaceutical company with areas of expertise
in neurological and autoimmune disease.

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


ELAN CORP: S&P Affirms 'B+' CCR & Rates Sr. Unsecured Notes 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Dublin, Ireland-based Elan Corp. plc
and assigned a 'B+' issue-level rating on its senior unsecured
notes with a recovery rating of '3', indicating expectations for
meaningful recovery in the event of a payment default.  The
outlook is stable.

"The ratings on Elan Corp. plc reflect its 'weak' business risk
profile, characterized by the company's heavy dependence on
multiple sclerosis treatment Tysabri and limited control over
products that generate a large portion of its revenues," said
credit analyst John Babcock.  "Additionally, the future success of
recent acquisitions is uncertain as is the potential for
additional acquisitions to diversify its business.  Elan's
"significant" financial risk profile is highlighted by S&P's
expectation for substantial improvement in its credit metrics in
2014."

S&P's stable rating outlook reflects its expectation that Elan
Corp. plc's debt-to-EBITDA ratio will decline to about 3x by the
end of 2014, driven by sharp improvement in revenues as its share
of Tysabri sales increases.  This will lead to more than
$250 million in EBITDA in 2014.  S&P expects further improvement
over the following few years and believe Elan's debt-to-EBITDA
ratio will ultimately settle between 2x and 3x.

S&P would consider an upgrade if the company meaningfully
diversifies its portfolio.  This could come from greater-than-
expected growth from the Theravance entitlements or additional
acquisitions that would reduce Elan's reliance on Tysabri to less
than 50% of revenues.

While unlikely, S&P could lower the rating if the company takes on
additional debt, such that it sustains its debt-to-EBITDA ratio
above 4x.  S&P estimates this would occur if it adds about
$300 million to its debt burden or if it generates only
$200 million in EBITDA in 2014.  S&P believes the latter scenario
is highly unlikely.


EMISPHERE TECHNOLOGIES: Incurs $2.4MM Net Loss in First Quarter
---------------------------------------------------------------
Emisphere Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.42 million on $0 of net sales for the three
months ended March 31, 2013, as compared with a net loss of
$736,000 on $0 of net sales for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed $787,000 in
total assets, $69.24 million in total liabilities and a $68.45
million total stockholders' deficit.

On April 26, 2013, the Company entered into an Amendment No. 2 to
the Development and License Agreement, dated June 21, 2008,
between Novo Nordisk A/S and the Company.  Under the terms of the
Amendment, Novo Nordisk paid $10 million to the Company as a
prepayment of certain development milestone payments that would
have otherwise become payable to the Company under the Development
Agreement upon the initiation of Phase II and Phase III testing of
an oral GLP-1 product by Novo Nordisk, in exchange for a reduction
in the rate of potential future royalty payments arising from
future sales of those products developed under the Development
Agreement.

On April 26, 2013, the Company entered into a restructuring
agreement with various funds affiliated with MHR Fund Management
LLC regarding the restructuring of the terms of the Company's
obligations under certain promissory notes previously issued to
MHR.  As of the date of the Restructuring Agreement, the Company
owed MHR approximately $35.2 million under the terms of MHR Notes,
all of which was either past due, as disclosed in the Company's
Current Report on Form 8-K filed on Sept. 26, 2012, or payable on
demand.  Pursuant to the transactions contemplated by the
Restructuring Agreement, MHR agreed, among other things, to extend
the maturity dates of the MHR Notes in exchange for certain
amended terms of the MHR Notes, the re-pricing of warrants
previously issued to MHR to purchase approximately 12,000,000
shares of the Company's common stock, and the issuance of new
warrants to MHR to purchase approximately 10,000,000 shares of
Common Stock.  The Company and MHR consummated the transactions
contemplated by the Restructuring Agreement on May 7, 2013.

"These two transactions are pivotal for the Company," said Mr.
Alan L. Rubino, Emisphere's president and chief executive officer.
"The cash Emisphere received from Novo Nordisk, combined with
MHR's continued support and confidence, are critical components to
the Company's plan to pursue its strategic objectives, implement
its business plan, and create greater value for all shareholders,"
added Mr. Rubino.

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

                       http://is.gd/iO3jtA

                          About Emisphere

Cedar Knolls, N.J.-based Emisphere Technologies, Inc., is a
biopharmaceutical company that focuses on a unique and improved
delivery of therapeutic molecules or nutritional supplements using
its Eligen(R) Technology.  These molecules are currently available
or are under development.

Emisphere disclosed a net loss of $1.92 million on $0 of revenue
for the year ended Dec. 31, 2012, as compared with net income of
$15.05 million on $0 of revenue during the prior year.

McGladrey LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Company
has suffered recurring losses from operations, has a significant
working capital deficiency, has limited cash availability and is
in default under certain promissory notes.  This raises
substantial doubt about the Company's ability to continue as a
going concern.

"While our plan is to raise capital and/or to pursue partnering
opportunities, we cannot be sure that our plans will be
successful.  If the Company fails to raise additional capital or
obtain substantial cash inflows from existing or new partners
prior to approximately May 15, 2014, the Company could be forced
to cease operations."


EPICEPT CORP: Delays First Quarter Form 10-Q for Review
-------------------------------------------------------
EpiCept Corporation notified the U.S. Securities and Exchange
Commission that there will be a delay in the filing of its
quarterly report on Form 10-Q for the period ending March 31,
2013, because the Company needs additional time to complete the
report and its auditors need additional time to review the
Company's financial statements for the period ending March 31,
2013.  In accordance with Rule 12b-25 of the Securities Exchange
Act of 1934, the Company will file its Form 10-Q no later than the
fifth calendar day following the prescribed due date.

                     About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

The Company incurred a loss attributable to common stockholders of
$6.12 million on $7.80 million of total revenue for the year ended
Dec. 31, 2012, as compared with a loss attributable to common
stockholders of $15.65 million on $944,000 of total revenue during
the prior year.  The Company's balance sheet at Dec. 31, 2012,
showed $1.32 million in total assets, $15.29 million in total
liabilities and a $13.96 million total stockholders' deficit.

Deloitte & Touche LLP, in Parsippany, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and stockholders' deficit which raise substantial doubt
about the Company's ability to continue as a going concern.


EVERGREEN OIL: U.S. Trustee Appoints 5-Member Creditors Panel
-------------------------------------------------------------
The U.S. Trustee appointed five members to the official committee
of unsecured creditors in the Chapter 11 cases of Evergreen Oil
Inc.  The Creditors Committee members are:

      1. Petrochem Insulation, Inc.
         Attn: Stephen Louis
         110 Corporate Place
         Vallejo, CA 94590
         Telephone (707) 644-7455

              - or -

         Attorney Rebecca Lessley
         215 N. Marengo Ave., 3rd Floor
         Pasadena, CA 91101
         Tel: (626) 578-1983

      2. Telstar Instruments
         Attn: Roberts S. Marston, Jr. and/or
               June Johnson
         1717 Solano Way, Unit 34
         Concord, CA 94520
         Tel: (925) 671-2888

      3. VERSA Engineering & Technology, Inc.
         Attn: Fred Fong
         1001 Galaxy Way 5210
         Concord, CA 94520
         Tel: (925) 405-4511

      4. Mashburn Transportation Services, Inc.
         Attn: Michael Mashburn
         PO Box 66
         Taft, CA 93268
         Tel: (661) 763-5724

      5. People Core Inc.
         Attn: Edward Topolewski
         Kline & Topolewski, PC
         1601 Market St., Suite 2600
         Philadelphia, PA 19103
         Tel: (201) 805-6498

                        About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, Evergreen Oil Inc. is one of the largest waste
oil collectors in California, and the only oil re-refining
operation in California.  Founded in 1984, EOI is also a major
provider of hazardous waste services, offering customers across
California a full range of environmental services to handle all of
their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013, in Santa Ana California.

The Debtors on the petition date filed applications to employ
Levene, Neale, Bender, Yoo & Brill L.L.P. as bankruptcy counsel;
Jeffer, Mangels Butler & Mitchell L.L.P. as special corporate
counsel effective; and Cappello Capital Corp. as exclusive
investment banker.

The Debtors each estimated assets and debts of $50 million to
$100 million.  According to the docket, the formal schedules of
assets and liabilities are due April 23, 2013.


EVERGREEN OIL: Hires John Nash as Special Litigation Counsel
------------------------------------------------------------
Evergreen Oil Inc. asks the U.S. Bankruptcy Court for permission
to employ John P. Nash as special litigation counsel.

The Debtors seek to employ JPNA as special litigation counsel so
that the firm may continue to represent the Debtors in connection
with the Timec litigation the Rev Litigation, the VG Claim and the
Air product Claim; and to represent the Debtors in any other
litigation matters which may arise during the pendency of the
Debtor's chapter 11 cases and for which the Debtors may request
JPNA's assistance.

Mr. Nash's hourly billing rate is $250.

The Debtor attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                        About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013, in Santa Ana California.

The Debtors on the petition date filed applications to employ
Levene, Neale, Bender, Yoo & Brill L.L.P. as bankruptcy counsel;
Jeffer, Mangels Butler & Mitchell L.L.P. as special corporate
counsel effective; and Cappello Capital Corp. as exclusive
investment banker.

The Debtors each estimated assets and debts of $50 million to
$100 million.  According to the docket, the formal schedules of
assets and liabilities are due April 23, 2013.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.


EVERGREEN OIL: Can Employ Cappello Capital as Investment Banker
---------------------------------------------------------------
Evergreen Oil Inc. and Evergreen Environmental Holdings, Inc.,
sought and obtained Court approval to employ Cappello Capital
Corp. as exclusive investment banker.

Prior to the Petition Date, Cappello assisted the Debtors pursuant
to a prior engagement agreement entered July 1, 2011, in
identifying a buyer for the Debtors' assets and consummate a sale
of the Debtors' assets.  Cappello has a claim against the Debtors'
estates in the approximate amount of $350,000.  Cappello agrees to
waive its claim.

Pursuant to the parties' new retention agreement:

    * Cappello will identify buyers for the Debtors' assets and
      seek to consummate a sale of the Debtors' assets by, among
      other things:

      -- analyzing transaction options available to the Debtors;

      -- counseling the Debtors as to strategy and tactics for
         effecting a potential transaction;

      -- advising the Debtors as to structure and form of a
         possible transaction, including the form of any
         agreements related thereto;

      -- assisting the Debtors in obtaining appropriate
         information and in preparing due diligence presentations
         related to a potential transaction;

      -- introducing the Debtors to strategic or financial buyers
         and/or strategic partners, as may be appropriate;

      -- assisting in negotiations related to a potential
         transaction, as may be appropriate, on behalf of the
         Debtors;

      -- coordinating with the Debtors' legal counsel regarding
         matters related to the closing of a transaction; and

      -- rendering such other investment banking services as may
         from time to time be agreed upon by the Debtors and
         Cappello.

    * In the event of a sale, Cappello will receive a cash fee
      equal to 2.75% of the transaction value.

    * The Debtors agree to advance to Cappello $5,000 to reimburse
      any out of pocket expenses incurred by Cappello during its
      engagement, whether or not a transaction is consummated.

Cappello has not received a retainer from the Debtors.  Cappello
has only received payment for a fee of $962,500 in August 2011 for
capital raising services rendered in connection with the
refinancing of the senior debt of Evergreen Holdings and the
$5,000 advance.

                      About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013, in Santa Ana California.

The Debtors on the petition date filed applications to employ
Levene, Neale, Bender, Yoo & Brill L.L.P. as bankruptcy counsel;
Jeffer, Mangels Butler & Mitchell L.L.P. as special corporate
counsel effective; and Cappello Capital Corp. as exclusive
investment banker.

The Debtors each estimated assets and debts of $50 million to
$100 million.  According to the docket, the formal schedules of
assets and liabilities are due April 23, 2013.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.


FLAT OUT: CBIZ Approved as Committee's Valuation Consultant
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Flat Out Crazy, LLC, et al., to retain CBIZ
Valuation Group, LLC as valuation consultant.

As reported in the Troubled Company Reporter on April 30, 2013,
the firm's rates are:

  Professional                  Rates
  ------------                  -----
  Managing Directors      $365 to $410 per hour
  Directors               $315 per hour
  Managers                $250 to $300 per hour
  Consultants             $105 to $225 per hour

CBIZ Valuation Group attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Flat Out Crazy

Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago.  Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept.  Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food.  The Debtors have 1,200 employees.

Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013.  The Debtors have tapped Squire Sanders (US) LLP
as counsel; Kurtzman Carson Consultants, LLC, as claims, noticing
and administrative agent; William H. Henrich and Mark Samson from
Getzler Henrich as their co-chief restructuring officers; and J.H.
Chapman Group, L.L.C, as their investment bankers.

The Debtor disclosed $24,339,542 in assets and $15,899,166 in
liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has been appointed in
the Debtors' cases.  The Committee tapped to retain Kelley Drye &
Warren LLP as its counsel and CBIZ Accounting, Tax and Advisory of
New York, LLC as financial advisor.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed Alan
Chapell, as the consumer privacy ombudsman in the Debtors' cases.


FNBH BANCORP: Reports $2.5 Million Net Income in First Quarter
--------------------------------------------------------------
FNBH Bancorp, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $2.49 million on $2.74 million of total interest and dividend
income for the three months ended March 31, 2013, as compared with
net income of $46,000 on $2.91 million of total interest and
dividend income for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $295.38
million in total assets, $285.44 million in total liabilities and
$9.94 million in total shareholders' equity.

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

                        http://is.gd/1ScsoM

                         About FNBH Bancorp

Howell, Michigan-based FNBH Bancorp, Inc., is a one-bank holding
company, which owns all of the outstanding capital stock of First
National Bank in Howell.  The Bank was originally organized in
1934 as a national banking association.  As of Dec. 31, 2011, the
Bank had approximately 85 full-time and part-time employees.  The
Bank serves primarily five communities, Howell, Brighton, Green
Oak Township, Hartland, and Fowlerville, all of which are located
in Livingston County.

FNBH disclosed net income of $329,000 in 2012, as compared with a
net loss of $3.57 million in 2011.  The Company's balance sheet at
Dec. 31, 2012, showed $296.87 million in total assets, $289.50
million in total liabilities and $7.36 million in total
shareholders' equity.

BDO USA, LLP, in Grand Rapids, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.

"The Corporation's subsidiary bank ("Bank") is significantly
undercapitalized under regulatory capital guidelines and, during
2009, the Bank entered into a consent order regulatory enforcement
action ("consent order") with its primary regulator, the Office of
the Comptroller of the Currency.  The consent order requires
management to take a number of actions, including, among other
things, increasing and maintaining its capital levels at amounts
in excess of the Bank's current capital levels.  As discussed in
Note 20, the Bank has not yet met the higher capital requirements
and is therefore not in compliance with the consent order.  As a
result of the uncertain potential impact of future regulatory
actions, circumstances exist that raise substantial doubt about
the Corporation's ability to continue as a going concern."


FONTAINEBLEAU LAS VEGAS: Aussie Gambling Co. Must Face Suit
-----------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a Nevada appeals
court refused Wednesday to allow one of Australia's largest
gambling companies off the hook in litigation related to the
failed $2.9 million Fontainebleau casino project in Las Vegas,
forcing the company to battle lenders who say it is partially to
blame.

According to the report, a three-judge panel of the Nevada Supreme
Court denied Crown Ltd.'s bid to overturn a lower court's ruling
that it must face claims of fraudulent concealment and conspiracy
to commit a fraud.

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- was
planned as a hotel-casino on property along the Las Vegas Strip.
Its developer, Fontainebleau Las Vegas Holdings LLC and
affiliates, filed for Chapter 11 protection (Bankr. S.D. Fla. Lead
Case No. 09-21481) on June 9, 2009.

Scott L Baena, Esq., at BilzinSumbergBaena Price & Axelrod LLP,
represented the Debtors in their restructuring effort.  Kurtzman
Carson Consulting LLC served as the Debtors' claims agent.
Attorneys at Genovese Joblove& Battista, P.A., and Fox
Rothschild, LLP, represented the Official Committee of Unsecured
Creditors.  Fontainebleau Las Vegas LLC estimated more than
$1 billion in assets and debts, while each of Fontainebleau Las
Vegas Capital Corp. and Fontainebleau Las Vegas Holdings LLC
estimated less than $50,000 in assets.

In February 2010, Icahn Enterprises L.P. acquired Fontainebleau
for roughly $150 million.  The bankruptcy case was subsequently
converted to Chapter 7.  Soneet R. Kapila has been named the
trustee for the Chapter 7 case of Fontainebleau Las Vegas.


FRIENDFINDER NETWORKS: Incurs $10.4 Million Net Loss in Q1
----------------------------------------------------------
Friendfinder Networks Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $10.39 million on $72.39 million of total revenue
for the three months ended March 31, 2013, as compared with a net
loss of $21.52 million on $81 million of total revenue for the
same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $461.21
million in total assets, $647.78 million in total liabilities and
a $186.56 million totla stockholders' deficiency.

"[T]he New First Lien Notes and Cash Pay Second Lien Notes mature
on September 30, 2013 or may be subject to accelerated maturity
prior thereto upon the expiration or termination of the
forbearance agreements currently in place.  In addition, events of
default have occurred under the Non-Cash Pay Second Lien Notes
and, accordingly, such notes are also subject to accelerated
maturity upon repayment of the New First Lien Notes.  All such
debt is classified as current liabilities in the accompanying
consolidated balance sheets at March 31, 2013 and December 31,
2012 and cannot be satisfied by available funds which raises
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/zg6Ydz

                    About FriendFinder Networks

FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com.  All total, its Web sites are offered in 12
languages to users in some 170 countries.  The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images.  The Company is based in
Boca Raton, Florida.

FriendFinder Networks reported a net loss of $49.44 million
in 2012, a net loss of $31.14 million in 2011, and a net loss of
$43.15 million in 2010.

                           *     *     *

In the Nov. 14, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered its rating on FriendFinder Networks Inc.
to 'CC' from 'CCC'.

"The downgrade follows FriendFinder's announcement that it had
reached a forbearance agreement with 85% of the lenders in its
senior secured notes and 100% of the lenders in its second lien
cash pay notes that defers the excess cash flow payments through
Feb. 4, 2013," said Standard & Poor's credit analyst Daniel
Haines.  "The company has decided to preserve liquidity as it
attempts to refinance its debt.  We are withdrawing our ratings at
the company's request."


GABRIEL TECHNOLOGIES: Creditors Win Right to Probe Insiders
-----------------------------------------------------------
The Bankruptcy Court approved a stipulation between Gabriel
Technologies Corporation and its Official Committee of Unsecured
Creditors, which provides for the appointment of the committee as
estate representative to (1) investigate and, if appropriate,
pursue actions against the Debtors' insiders; and (2) bring and
resolve objections to claims filed by the insiders against the
Debtors.

According to papers filed in Court, the committee said its
appointment as estate representative is appropriate because the
Debtors intend to propose a plan of reorganization, and that
immediate appointment of the committee as estate representative
will avoid unnecessary delay pending confirmation of the plan.
Also, the Debtors' existing directors' and officers' insurance
policies currently expire May 16, 2013, which requires a prompt
initial evaluation of potential claims.

                 About Gabriel Technologies

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

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

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

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

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

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


GEOMET INC: Incurs $5.7 Million Net Loss in First Quarter
---------------------------------------------------------
GeoMet, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $5.75 million on $10.92 million of total revenues for the three
months ended March 31, 2013, as compared with a net loss of $52.94
million on $10.21 million of total revenues for the same period
during the prior year.

The Company's balance sheet at March 31, 2013, showed $87.85
million in total assets, $166.07 million in total liabilities,
$36.34 million in series A convertible redeemable preferred stock,
and a $114.55 million total stockholders' deficit.

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

                        http://is.gd/v3oO23

                         About Geomet Inc.

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

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

                           Going Concern

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


GEORGE WASHINGTON ACADEMY: S&P Revises Outlook, Affirms BB+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable and affirmed its 'BB+' long-term rating on Utah
Charter School Finance Authority's series 2011A, 2011B, 2008A, and
2008B charter school revenue bonds, issued for George Washington
Academy (GWA).  The bonds are secured by payments received from
GWA.

"The revised outlook reflects our view of GWA's increasing size
and waitlist, high academic performance for the area, and 1.2x
maximum annual debt service level," said Standard & Poor's credit
analyst Jessica Matsumori.  "Although a competing elementary
school is expected to open nearby, the charter school does not
believe it will impact demand," Ms. Matsumori added.

GWA, located in St. George, Utah, was originally authorized by the
Utah State Charter School Board in 2006 and has been operational
since fiscal 2007.


GENERAL MOTORS: Whistleblower Suit Holds Up Payout to Creditors
---------------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones Newswires, reported that
a decades-old whistleblower lawsuit that prompted Congress to
change the law intended to expose corporate fraud on the
government is still haunting the remnants of the old General
Motors?and is holding up the distribution of $50 million to the
bankruptcy estate's creditors.

According to the report, the trust administering parts of GM left
behind in its 2009 Chapter 11 case is asking a bankruptcy judge to
weigh in on the suit in order to free up cash for the auto maker's
creditors.

The report related that the lawsuit has rattled around the federal
court system for 18 years and now is pending for second time at
U.S. Supreme Court. The roots of the case date back to 1985 when
the U.S. Navy hired two shipyards to build generators for a new
class of destroyers. The work was doled out to subcontractors, one
of which was GM's gas turbine division. GM later sold its gas
turbine division to Allison Engine, which is now owned by Rolls-
Royce Holdings LLC Corp. (RYCEY)

In 1995, whistleblower Roger Thacker and two other employees sued
the subcontractors under the False Claims Act, the law that calls
for treble damages for defrauding the government, for knowingly
submitting invoices to the shipyards for work that didn't meet the
navy's requirements, the report said. The U.S. intervened on the
side of the whistleblowers as the case wended through the courts.

A federal district court judge dismissed the suit in 2005, but
later the 6th Circuit U.S. Court of Appeals reversed the district
court decision.  In 2008 the U.S. Supreme Court sided with the
subcontractors in a unanimous decision and sent the case back to
the lower court for further proceedings.

In 2009 Congress, fearing the Supreme Court ruling would
dramatically curtail whistleblower suits, amended the False Claims
Act to favor whistleblowers. The amended law also included
language that the changes could apply retroactively.

The new law's language started a whole new round of litigation,
with a U.S. District Court ruling in favor of the contractors that
the new law didn't apply, dismissing the case. The appellate court
again reversed the decision. In February, the contractors appealed
the decision to the U.S. Supreme Court, which hasn't yet decided
whether it will hear the case, the report noted.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

General Motors Corp. and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal&Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis& Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  ElihuInselbuch,
Esq., at Caplin&Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31, 2011.


GMX RESOURCES: Schedules August Auction
---------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that GMX Resources Inc. scheduled an auction for August to
test whether anyone will buy its assets for more than secured
lenders willing to take title in exchange for $338 million in
first-lien notes.

The company filed for Chapter 11 protection with the debt-swap
sale to the lenders already arranged in principle.  The definitive
contract and motion for approval of sale procedures were filed
last week.

If the sale procedures are approved at a June 11 hearing,
competing bids would be due by Aug. 21, an auction would take
place Aug. 28, and the sale-approval hearing would take place
Sept. 4.  Any offer must pay the lenders in full in cash.

                       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.

The bankruptcy court in May 2013 gave final approval for $50
million in secured financing. The lenders and principal senior
noteholders include Chatham Asset Management LLC, GSO Capital
Partners, Omega Advisors Inc. and Whitebox Advisors LLC.


GREAT CHINA INTERNATIONAL: Incurs $948K Net Loss in 1st Quarter
---------------------------------------------------------------
Great China International Holdings, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $948,011 on
$1.7 million of revenues for the three months ended March 31,
2013, compared with a net loss of $626,287 on $1.8 million of
revenues for the same period last year.

The Company's balance sheet at March 31, 2013, showed
$58.6 million in total assets, $34.4 million in total liabilities,
and stockholders' equity of $24.2 million.

Great China International said: "The Company has a working capital
deficit of $22,066,651 and $28,109,045 as of March 31, 2013, and
Dec. 31, 2012, respectively.  As the Company has limited cash flow
from operations, its ability to maintain normal operations is
dependent upon obtaining adequate cash to finance its overhead,
sales and marketing activities.  Additionally, in order for the
Company to meet its financial obligations, including salaries,
debt service and operations, it has maintained substantial short
term bank loans that have historically been renewed each year.
The Company's ability to meet its cash requirements for the next
twelve months largely depends on the bank loans that involve
interest expense requirements that reduce the amount of cash we
have for our operations.  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/anhP64

                About Great China International

Great China International Holdings, Inc., through its various
indirect subsidiaries, has been engaged for more than 20 years in
commercial and residential real estate investment, development,
sales and/or management in the city of Shenyang, Liaoning
Province, in the People's Republic of China.

                          *     *     *

Kabani & Company, Inc., in Los Angeles, California, expressed
substantial doubt about Great China International's ability to
continue as a going concern, following their audit of the
Company's financial statements for the year ended Dec. 31, 2012.
The independent auditors noted that The Company has a working
capital deficit of $28.1 million and $27.6 million as of Dec. 31,
2012, and 2011 respectively, and in addition, the Company has
negative cash flow for each of the two years in the period ended
Dec. 31, 2012, of $366,882 and $3.3 million respectively.


GREENSHIFT CORP: Incurs $102,000 Net Loss in First Quarter
----------------------------------------------------------
Greenshift Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $101,988 on $3.15 million of revenue for the three months ended
March 31, 2013, as compared with a net loss of $696,766 on $2.91
million of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $8.68
million in total assets, $47.55 million in total liabilities and a
$38.87 million total stockholders' deficit.

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

                        http://is.gd/M2AKFb

                   About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.

Greenshift Corporation disclosed net income of $2.46 million in
2012, as compared with net income of $7.90 million in 2011.

Rosenberg Rich Baker Berman & Company, in Somerset, NJ, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company had $2,030,577 in cash, and
current liabilities exceeded current assets by $41,087,222 as of
Dec. 31, 2012.  In addition...the Company could be subject to
default of its senior debt obligation in 2013 if a condition to a
forbearance agreement that is not within the Company's control is
not satisfied.  These conditions raise substantial doubt about its
ability to continue as a going concern.


GTP ACQUISITION: Fitch Affirms 'BB-' Rating on $210MM Notes
-----------------------------------------------------------
Fitch Ratings has affirmed the GTP Acquisition Partners I, LLC
secured tower revenue notes, series 2011-2C, 2011-2F, 2013-1C and
2013-1F as follows:

-- $490,000,000 class 2011-2C at 'Asf'; Outlook Stable;
-- $155,000,000 class 2011-2F at 'BB-sf'; Outlook Stable;
-- $190,000,000 class 2013-1C at 'Asf'; Outlook Stable;
-- $55,000,000 class 2013-1F at 'BB-sf'; Outlook Stable.

Fitch affirms the series 2011 notes as part of the issuance of the
GTP Acquisition Partners I, LLC 2013-1C and 2013-1F notes issued
on April 24, 2013. The 2013-1C class is pari passu with the 2011-
1C (non-rated) and 2011-2C classes and the 2013-1F class is pari
passu with the 2011-2F class. The performance of the underlying
collateral remains stable. The timing of the affirmation of the
2013 notes is to ensure that the classes which share common
underlying collateral have the same rating effective date. Going
forward, Fitch will review these bonds in one rating action.

All of the notes are backed by mortgages representing
approximately 93% of the annualized run rate (ARR) net cash flow
(NCF) and guaranteed by the direct parent of the borrower. Those
guarantees are secured by a pledge and first-priority-perfected
security interest in 100% of the equity interest of the borrower
(which owns or leases 2,903 wireless communication sites) and of
its direct parent, respectively. The notes will be issued pursuant
to an indenture dated as of March 2011 as amended and restated at
closing of the series 2013-1 transaction.

Key Rating Drivers

High Leverage: Fitch's NCF on the pool is $111.7 million, implying
a Fitch stressed debt service coverage ratio (DSCR) of 1.26x. The
debt multiple relative to Fitch's NCF is 8.59x, which equates to a
debt yield of 11.6%.

Leases to Strong Tower Tenants: There are 6,721 wireless tenant
leases. Telephony tenants represent 91% of the leases on the
cellular sites, and 56% of the annualized run rate revenue (ARRR)
is from investment-grade tenants. AT&T (rated 'A'; Rating Outlook
Negative by Fitch) is the largest tenant, representing
approximately 27% of ARRR. The tenant leases have average annual
escalators of approximately 3.5% and an average final remaining
term (including renewals) of 18 years.

Rating Sensitivities

T-Mobile and MetroPCS Consolidation: With a proposed merger
between T-Mobile (10.3%) and MetroPCS (4.4%) likely occurring in
2013, leases from those tenants could experience churn if
overlapping sites are decommissioned. Also, T-Mobile and MetroPCS
have publicly stated that their merged capital structure will not
be investment grade. Given the low exposure to T-Mobile and
MetroPCS, if the pool experiences some churn and a downgrade to T-
Mobile, the overall Fitch DSCR, debt multiple, and debt yield
would still be consistent with the expected rating for this
securitization.

Security Interest: Sites representing approximately 93% of the
annualized run rate NCF are secured by a first leasehold mortgage
and a perfected security interest in the personal property owned
by the asset entities. The pledge of the equity of the issuer
provides noteholders with the ability to foreclose on the
ownership of the issuers in the event of default. Title insurance
policies are currently in place for all sites as of the expected
closing date.


HALLWOOD GROUP: Files Form 10-Q, Had $1.3 Million Loss in Q1
------------------------------------------------------------
The Hallwood Group Incorporated filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.34 million on $31.28 million of textile products
sales for the three months ended March 31, 2013, as compared with
a net loss of $9.55 million on $35.87 million of textile product
sales for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $70.82
million in total assets, $30.97 million in total liabilities and
$39.85 million in total stockholders' equity.

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

                        http://is.gd/nxmk3D

                        About Hallwood Group

Dallas, Texas-based The Hallwood Group Incorporated (NYSE MKT:
HWG) operates as a holding company.  The Company operates its
principal business in the textile products industry through its
wholly owned subsidiary, Brookwood Companies Incorporated.

Brookwood is an integrated textile firm that develops and produces
innovative fabrics and related products through specialized
finishing, treating and coating processes.

Prior to October 2009, The Hallwood Group Incorporated held an
investment in Hallwood Energy, L.P. ("Hallwood Energy").  Hallwood
Energy was a privately held independent oil and gas limited
partnership and operated as an upstream energy company engaged in
the acquisition, development, exploration, production, and sale of
hydrocarbons, with a primary focus on natural gas assets.  The
Company accounted for the investment in Hallwood Energy using the
equity method of accounting.  Hallwood Energy filed for bankruptcy
in March 2009.  In connection with the confirmation of Hallwood
Energy's bankruptcy in October 2009, the Company's ownership
interest in Hallwood Energy was extinguished and the Company no
longer accounts for the investment in Hallwood Energy using the
equity method of accounting.

Hallwood Group incurred a net loss of $17.94 million in 2012, as
compared with a net loss of $6.33 million in 2011.

Deloitte & Touche 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 is dependent on its subsidiary to receive the cash
necessary to fund its ongoing operations and obligations.  It is
uncertain whether the subsidiary will be able to make payment of
dividends to its fund ongoing operations.  These conditions raise
substantial doubt about its ability to continue as a going
concern.


HEARUSA INC: Shareholders Seek to Block Trustee's Fees
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that shareholders of hearing-aid retailer HearUSA Inc. are
turning up the heat on the trustee for the liquidating trust
created when the company's Chapter 11 plan was approved last year
by the U.S. Bankruptcy Court in West Palm Beach, Florida.

The report notes that HearUSA's was an unusual bankruptcy because
there was money left over for the liquidating trustee to
distribute to shareholders.

According to the report, this month several shareholders sued
Joseph Luzinski, the liquidating trustee, contending he used the
wrong record date when making a $37 million distribution last year
to stockholders.  They later filed papers asking the bankruptcy
judge to bar Luzinski from using assets of the trust to pay costs
of defending himself.  The shareholders point to a provision in
the trust agreement where the trustee is indemnified by the trust
except for acts amounting to "gross negligence or willful
misconduct." Focusing on the word "indemnify," the shareholders
want the judge to preclude using trust assets for defense until
it's determined that the trustee's actions fall within the
indemnity.

The shareholders arranged May 30 hearing where they will ask the
bankruptcy judge to remove Luzinski as trustee and compel him to
return fees paid by the trust.  The shareholders also want the
judge at the May 30 hearing to consider their request that the
trustee not use trust assets for his defense.

The shareholders are suing to recover the distributions they
didn't receive although they claim to have been shareholders on
the correct record date.  They don't want Luzinski to use trust
assets to pay what they're owed.

Luzinski -- jluzinski@dsi.biz -- is a senior vice president with
Development Specialists Inc. The suit is "without merit," and DSI
intends to defend it "vigorously," Robert Weiss, DSI's general
counsel, previously told Bloomberg News.

The lawsuit is Jacks v. Luzinski (In re HearUSA Inc.), 13-01370,
U.S. Bankruptcy Court, Southern District of Florida (West Palm
Beach).

                         About HearUSA Inc.

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.
HearUSA owes $31.3 million to Siemens Hearing Instruments Inc.,
the principal supplier and primary secured lender.

Judge Erik P. Kimball presides over the case.  Brian K. Gart,
Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at
Berger Singerman, P.A., represent the Debtor.  The Debtor has
tapped Bryan Cave LLP as special counsel; Sonenshine Partners LLC,
investment banker; Development Specialist Inc., restructuring
advisor ans Joseph J. Luzinski as chief restructuring officer; and
AlixPartners LLC, as communications consultant.  Trustee Services,
Inc., serves as claims and notice agent.

The Official Committee of Unsecured Creditors has been appointed
in the case.  Robert Paul Charbonneau, Esq., and Daniel L. Gold,
Esq., at Ehrenstein Charbonneau Calderin, represent the Creditors
Committee.

An Official Committee of Equity Security Holders has also been
appointed.  Mark D. Bloom, Esq., at Greenberg Traurig P.A., in
Miami, Fla., represents the Equity committee as counsel.

In connection with the closing of the transactions contemplated by
the Asset Purchase Agreement, on Sept. 13, 2011, the Company filed
a Certificate of Amendment to its Restated Certificate of
Incorporation with the Delaware Secretary of State in order to
change its name to "HUSA Liquidating Corporation".  The
Certificate of Amendment was effective on the date of filing.

The effective date of the Chapter 11 Plan of Liquidation of
HearUSA, Inc., took effect on June 18, 2012.


HOWREY LLP: Judge Montali Retains Outside 'Jewel' Cases
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that liquidations of law firms Heller Ehrman LLC and
Howrey LLP have become ground zero on the question of whether
lawyers who complete unfinished business at a new firm must pay
the income or profits on that business to the defunct firms'
trustees.  Presiding over both cases, U.S. Bankruptcy Judge Dennis
Montali in San Francisco has been ruling that the trustees make
out good claims to recover income from unfinished business.

Judge Montali wrote a 10-page opinion on May 11 blocking an effort
by one law firm to take the controversy out of his court.  The
Texas-based law firm Haynes & Boone LLP was sued by the Howrey
trustee to recover income on a matter a partner took to Haynes &
Boone's Washington, D.C., office. The firm filed papers telling
Judge Montali that Washington law is unresolved and governs
whether they is a good claim.  Haynes & Boone wanted Judge Montali
to allow the filing of a suit in Washington to resolve the
question of whether Washington recognizes the so-called Jewel
doctrine, the name derived from an appellate case in California
ruling that profit on unfinished business belongs to the "old"
firm.

Judge Montali denied the request on May 11 when, technically
speaking, he denied Haynes & Boone's motion to modify the
automatic stay.  Exercising his discretion, Judge Montali
concluded that the question of Washington law was best raised in
his court.  Judge Montali expressed concern that he would lose
control because lawsuits would crop up all around the country,
given the firm's multiple offices.

Mr. Rochelle notes that not all courts agree that Jewel is good
law.  In New York, two federal district judges in Manhattan
reached opposite results, one saying Jewel is good law and the
other saying it's not.  Judge Montali wrote an opinion in March in
the Heller Ehrman liquidation where he concluded that Jewel
remains good law.

So far, the Howrey trustee has been allowing law firms to settle
Jewel cases for fractions on the amounts being sought.

                      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.

                        About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.


IDERA PHARMACEUTICALS: Incurs $4.1-Mil. Net Loss in 1st Quarter
---------------------------------------------------------------
Idera Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss applicable to common stockholders of $4.08 million on
$7,000 of alliance revenue for the three months ended March 31,
2013, as compared with a net loss applicable to common
stockholders of $7.04 million on $9,000 of alliance revenue for
the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $6.81
million in total assets, $4.10 million in total liabilities, $5.92
million in series D redeemable convertible preferred stock, and a
$3.21 million total stockholders' deficit.

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

                        http://is.gd/2JbmyN

                     About Idera Pharmaceuticals

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

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

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


IMH FINANCIAL: Delays Q1 Form 10-Q for Valuation Analyses
---------------------------------------------------------
IMH Financial Corporation was unable, without unreasonable effort
or expense, to file its quarterly report on Form 10-Q for the
quarterly period ended March 31, 2013, within the prescribed time
period because the Company requires additional time to finalize
the collateral reviews and valuation analyses on its loan
portfolio and real estate owned in order to ensure proper
recognition of revenues, expenses and loan loss reserve
requirements.  Certain recent transactions and activities have
caused the Company's valuation analyses of certain assets to be
more difficult to complete, thereby requiring the Company to take
additional time to complete its financial information as reported
on Form 10-Q.  The Company intends to file all documents required
for its Form 10-Q filing within five calendar days of the May 15,
2013, due date.

The Company's previously reported a net loss for the three months
ended March 31, 2012, of $7.9 million.  Excluding the impact of
the collateral reviews and potential valuation adjustments
discussed above, operating results for the quarterly period ended
March 31, 2013, are expected to be relatively consistent with the
previously reported amounts for the three months ended March 31,
2012.

                         About IMH Financial

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

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

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


IMPERIAL CAPITAL: FDIC Loses Fight Over $30MM in Tax Refunds
------------------------------------------------------------
Gavin Broady of BankruptcyLaw360 reported that a California judge
on Thursday rejected a bid by the Federal Deposit Insurance Corp.
to claim $30 million in tax refunds as the receiver of the failed
Imperial Capital Bank, saying the funds belong instead to the
bank's parent under the terms of a prebankruptcy contract.

According to the report, U.S. District Judge Cathy Ann Bencivengo
determined that Imperial Capital Bancorp Inc., the holding company
of the failed bank, is entitled to the tax refunds because a tax
allocation agreement between the bank and its parent established a
debtor-creditor relationship.

                      About Imperial Capital

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
09-19431) on Dec. 18, 2009.  Gary E. Klausner, Esq., Eve H.
Karasik, Esq., and Gregory K. Jones, Esq., at Stutman, Treister &
Glatt, P.C., in Los Angeles, serves as the Debtor's bankruptcy
counsel.  FTI Consulting Inc. serves as its financial advisor.
The Company disclosed $40.4 million in assets and $98.7 million in
liabilities.

Tiffany L. Carroll, the U.S. Trustee for Region 15, appointed
three members to the official committee of unsecured creditors in
the Debtor's case.  David P. Simonds, Esq., and Christina M.
Padien, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Los
Angeles, represents the Committee as counsel.

The ankruptcy Court last month confirmed Imperial Capital's Second
Amended Chapter 11 Plan of Reorganization proposed by the Debtors
and HoldCo Advisors.


INFINITY ENERGY: Delays Form 10-Q for First Quarter
---------------------------------------------------
Infinity Energy Resources, Inc., was unable to timely file its
quarterly report on Form 10-Q for the quarter ended March 31,
2013, due to an unanticipated delay in connection with its
preparation, review and filing.  The Company expects to file
within the extension period.

                      About Infinity Energy

Overland Park, Kansas-based Infinity Energy Resources, Inc., and
its subsidiaries, are engaged in the acquisition and exploration
of oil and gas properties offshore Nicaragua in the Caribbean Sea.

Infinity Energy disclosed net income of $2.90 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.52 million
during the prior year.  The Company's balance sheet at Dec. 31,
2012, showed $4.46 million in total assets, $6.95 million in total
liabilities, $12.86 million in Redeemable, convertible preferred
stock and a $15.35 million total stockholders' deficit.

EKS&H LLLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses, has no on-going
operations, and has a significant working capital deficit, which
raises substantial doubt about its ability to continue as a going
concern.


INFUSYSTEM HOLDINGS: Exec. Chairman Plans to Submit Takeover Bid
----------------------------------------------------------------
Ryan Morris, the executive chairman of the Board of Directors of
InfuSystem Holdings, Inc., delivered a letter to the Board
regarding a request for access to limited non-public information
to allow him and potential financing sources to further explore
the possibility of formulating a fully-financed acquisition
proposal.

Mr. Morris said he has been investigating the possibility of
taking InfuSystem private, which would allow substantially more
operational and financial flexibility than the Company currently
has.  Mr. Morris, together with his investment partnership Meson
Capital Partners LP, beneficially own approximately 8 percent of
the outstanding shares of common stock of InfuSystem Holdings,
Inc.

On May 14, 2013, the Board of the Company considered the Morris
Letter and issued a written response.  In its response, the Board
stated that there are actual and potential conflicts of interest
in any proposed buyout transaction in which Mr. Morris
participates, given his current role as Executive Chairman, a
significant shareholder, and as a potential buyer of the Company.
To ensure a level playing field for any potentially interested
third parties, the Board insists that Mr. Morris take a leave of
absence as Executive Chairman of InfuSystem while the bidding
process is re-opened.  The Board also said it is prepared to
permit Mr. Morris and his financing sources a limited period of
time and access to the management team to explore a potential
offer for the Company.

In connection therewith, Mr. Morris took a voluntary leave of
absence as Executive Chairman of InfuSystem as of May 15, 2013,
and continuing for the duration of the matters discussed in the
letters.  During this period, Mr. Wayne Yetter will serve as the
Board's non-executive Chairman of the Board and Mr. Morris will
remain on the Board and be compensated as a non-executive
director.

                      About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

Infusystem Holdings disclosed a net loss of $1.48 million in 2012,
as compared with a net loss of $45.44 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $76.22 million
in total assets, $35.70 million in total liabilities and $40.52
million in total stockholders' equity.


INTEGRATED BIOPHARMA: Incurs $532,000 Net Loss in March 31 Qtr.
---------------------------------------------------------------
Integrated Biopharma, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $532,000 on $8.15 million of net sales for the three
months ended March 31, 2013, as compared with a net loss of
$738,000 on $7.86 million of net sales for the same period during
the prior year.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $687,000 on $24.02 million of net sales, as compared
with a net loss of $1.15 million on $28.97 million of net sales
for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $12.72
million in total assets, $23.79 million in total liabilities and a
$11.07 million total stockholders' deficiency.

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

                         http://is.gd/PRo8Tj

                     About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/ -- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.

The Company incurred a net loss of $2.71 million for the
year ended June 30, 2012, compared with a net loss of $2.28
million during the prior year.

"The Company has incurred recurring operating losses for six
consecutive years including an operating loss of $506 and a net
loss of $2.7 million for the year ended June 30, 2012.
Additionally, at June 30, 2011, and through the fourth quarter of
the fiscal year ended June 30, 2012, the Notes Payable in the
amount of $7.8 million, which matured on Nov. 15, 2009, were in
default and the Company's Original CD Note of $4.5 million, which
matured in February 2011, was also in default.  These factors
raised substantial doubt as to the Company's ability to continue
as a going concern at June 30, 2011, and through the third quarter
of the fiscal year ended June 30, 2012," the Company said in its
annual report for the year ended June 30, 2012.


INTERMETRO COMMUNICATIONS: Incurs $592,000 Net Loss in Q1
---------------------------------------------------------
InterMetro Communications, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $592,000 on $4.32 million of net revenues
for the three months ended March 31, 2013, as compared with a net
loss of $195,000 on $4.39 million of net revenues for the same
period during the prior year.

The Company's balance sheet at March 31, 2013, showed $2.74
million in total assets, $13.97 million in total liabilities and a
$11.23 million total stockholders' deficit.

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

                        http://is.gd/cUgUSF

                         About InterMetro

Simi Valley, Calif.-based InterMetro Communications, Inc.,
-- http://www.intermetro.net/-- is a Nevada corporation which
through its wholly owned subsidiary, InterMetro Communications,
Inc. (Delaware), is engaged in the business of providing voice
over Internet Protocol ("VoIP") communications services.

InterMetro Communications disclosed net income of $699,000 on
$20.06 million of net revenues for the year ended Dec. 31, 2012,
as compared with net income of $3.61 million on $21.31 million of
net revenue in 2011.

Gumbiner Savett Inc., in Santa Monica, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred net losses in previous years, and as of
Dec. 31, 2012, the Company had a working capital deficit of
approximately $7,460,000 and a total stockholders' deficit of
approximately $10,692,000.  The Company anticipates that it will
not have sufficient cash flow to fund its operations in the near
term and through fiscal 2013 without the completion of additional
financing.


JAMES RIVER: S&P Lowers Rating on Convertible Notes to 'D'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issue-
level ratings on Richmond, Va.-based James River Coal Co.'s 4.5%
and 3.125% convertible notes to 'D' from 'CC'.  All other ratings,
including the 'CCC' corporate credit rating on the company, are
unchanged.  The outlook on the corporate credit rating is
negative.

"The rating actions follow James River Coal's announcement that it
had entered into privately negotiated agreements to exchange a
portion of its existing convertible notes for new convertible
notes," said Standard & Poor's credit analyst Megan Johnston.

Convertible noteholders have agreed to exchange $90 million of the
company's 4.5% convertible notes due 2015 and $153.4 million of
the company's 3.125% convertible notes due 2018 for $123.3 million
of new 10% convertible notes due 2018.  In S&P's view, the
exchange constitutes a distressed restructuring given the discount
to par and the fact that the new securities' maturities extend
beyond the original maturity date, and is tantamount to a default.

Following the completion of the transaction, approximately
$51.2 million and $51.6 million of the company's 4.5% and 3.125%
convertible notes, respectively, will be outstanding.  In
accordance with S&P's criteria for exchange offers and similar
restructurings, it will likely raise the ratings on the
convertible notes to the prior levels when the transactions have
been completed.  In addition, S&P will also assign ratings to the
new convertible notes.  S&P previously lowered its corporate
credit rating on James River Coal Co. to 'SD' and subsequently
raised it following a discounted note repurchase completed in 2012
that we viewed as tantamount to default.

S&P views James River Coal's business risk profile to be
"vulnerable" based on its assessment of the company's small size,
high operating costs, capital-intensive operations, and exposure
to cyclical end markets.  In addition, James River faces
challenges associated with operating in the Central Appalachia
region, which is becoming increasingly expensive and difficult to
mine because of mature, thinning seams; escalating costs; and
stringent permitting and safety regulations.  S&P views James
River's financial risk profile to be "highly leveraged" given
leverage in excess of 10x as of the trailing 12 months March 31,
2013.  S&P views liquidity to be "less than adequate" given its
view that the company's cash burn will likely accelerate in 2013,
and that it would not be able to absorb high-impact, low-
probability events.


JEFFERSON COUNTY, AL: Names New Top Lawyer
------------------------------------------
Verna Gates, writing for Reuters, reported that Alabama's bankrupt
Jefferson County on Thursday hired a new top, in-house attorney as
officials put finishing touches on an exit plan meant to end
America's biggest ever municipal bankruptcy.

According to the report, Carol Sue Nelson, a Birmingham lawyer
with Maynard, Cooper & Gale, was approved as county attorney by a
vote of 3-2 by the county commission and is scheduled to start the
new job on June 3. Nelson will be paid $224,000 a year and
succeeds Jeff Sewell, who was fired last month. Sewell was paid
$393,000 a year.

The report related that Nelson takes over a short-staffed county
legal office with a backlog of cases, which includes a 1982
consent decree ordering the county to cease discriminatory
practices towards blacks and women.

Her current practice includes employment litigation and
arbitration. She has worked with municipalities on affirmative
action and other employment issues, the report said.

Just this week, Jefferson County came to a $105 million agreement
with two creditors in its landmark $4.2 billion bankruptcy, the
report related.  The deal, one of a series the county has reached
since filing for municipal bankruptcy in late 2011, was approved
on Thursday by the Jefferson County commission.

Jefferson County expects to file a plan of adjustment with a
bankruptcy court by the end of June, according to its lead
bankruptcy attorney.

                      About Jefferson County

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

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

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

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

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

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

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

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


JEFFERSON COUNTY: Scheduled to File Plan by End of June
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama, reported to the bankruptcy
judge at a hearing May 9 that there is agreement on a plan with a
group of creditors not holding sewer bonds.  A lawyer said the
county is "extremely close" to agreement with holders of
$900 million out of $3.2 billion in defaulted sewer bonds.

According to the report, without or without agreement from
bondholders, the county intends to file a plan around the end of
June.  The county is farther apart in talks with bond insurers
owning $300 million in bonds.  There is a group of bondholders who
aren't negotiating and may vote against a plan in any event, the
lawyer said.

                      About Jefferson County

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

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

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

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

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

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

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

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


JOURNAL REGISTER: Cozen O'Connor Approved as Real Estate Counsel
----------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized Pulp Finish 1 Company
formerly known as Journal Register Company), et al., to employ
Cozen O'Connor, P.C. as special real estate counsel.

As reported in the Troubled Company Reporter on April 15, 2013,
Cozen was initially employed as an ordinary course professional in
the Debtors' bankruptcy cases.  The OCP order authorized the
Debtors to pay Cozen's monthly fees up to $3,000 per month, with
the amounts not to exceed $50,000 in total during the Chapter 11
cases absent further order of the Court.  During the pendency of
the Debtors' bankruptcy cases, Cozen's services expanded.  As a
consequence, the firm incurred fees that exceed the cap applicable
to the OCP Order.

Accordingly, the Debtors seek Court authority to employ Cozen as
special real estate counsel pursuant to Section 327(e) of the
Bankruptcy Code.

The professionals involved in providing services to the Debtors
will be paid an hourly rate ranging between $230 and $500.  Legal
assistants will be paid hourly rates of approximately $200.  The
firm will also be reimbursed for any necessary out-of-pocket
expenses.

Jeffrey A. Leonard, Esq. -- jleonard@cozen.com -- a shareholder of
Cozen O'Connor, P.C., in New York, assures the Court that his firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.  Mr. Leonard says his
firm does not currently hold a retainer and is owed approximately
$49,500 for prepetition services.  As of March 18, 2013, the firm
is owed approximately $149,000 for postpetition services and
estimated that its additional fees through the closing of the sale
would be approximately $25,000.

A hearing on the Debtors' request is scheduled for April 25, 2013,
at 10:00 a.m.  Objections are due April 19.

                       About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  JRC is managed by Digital First Media and is
affiliated with MediaNews Group, Inc., the nation's second largest
newspaper company as measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler PC as counsel and FTI
Consulting, Inc. as financial advisor.


KIT DIGITAL: Creditors Have Until June 21 to File Proofs of Claim
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
established June 21, 2013, at 5 p.m., as the deadline for any
individual or entity to file proofs of claim against KIT digital,
Inc.

All governmental units must file the proofs of claim by Oct. 22,
at 5 p.m.

Proofs of claims must be submitted to:

         KIT digital, Inc.
         c/o American Legal Claim Services, LLC
         5985 Richard Street, Suite 3
         Jacksonville, FL 32216

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  KIT digital
services nearly 2,500 clients in 50+ countries including some of
the world's biggest brands, such as Airbus, The Associated Press,
AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky
Deutschland, Sky Italia, Telecom Argentina, Telecom Italia,
Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013.  The Debtor
disclosed $310,206,684 in assets and $23,011,940 in liabilities.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.

Under the Plan, General Unsecured Claims will be paid in full from
available cash.


KIT DIGITAL: Files Schedules of Assets and Liabilities
------------------------------------------------------
KIT digital Inc., filed with the U.S. Bankruptcy Court for the
Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $310,206,684
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,192,610
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $956,942
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $11,862,388
                                 -----------      -----------
        TOTAL                   $310,206,684      $23,011,940

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

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  KIT digital
services nearly 2,500 clients in 50+ countries including some of
the world's biggest brands, such as Airbus, The Associated Press,
AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky
Deutschland, Sky Italia, Telecom Argentina, Telecom Italia,
Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013.  The Debtor
disclosed $310,206,684 in assets and $23,011,940 in liabilities.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.

Under the Plan, General Unsecured Claims will be paid in full from
available cash.


KIT DIGITAL: U.S. Trustee Forms Three-Member Creditors Committee
----------------------------------------------------------------
Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 case of KIT digital, Inc.

The Committee comprises of:

      1. Akamai Technologies, Inc.
         Attn: Brian Evans
         8 Cambridge Center
         Cambridge, MA 02142
         Tel: (650) 627-5472

      2. Equinix, Inc.
         Attn: Constance Geoghan
         1540 Broadway
         New York, NY 10036
         Tel: (646) 430-6808

      3. UTD by Content Nordics (also known as KIT Digital Sweden)
         c/o Jeffrey N. Rich, Esq.
         Rich Michaelson Magliff Moser, LLP
         340 Madison Avenue, 19th Floor
         New York, NY 10173
         Tel: (212) 220-9403

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  KIT digital
services nearly 2,500 clients in 50+ countries including some of
the world's biggest brands, such as Airbus, The Associated Press,
AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky
Deutschland, Sky Italia, Telecom Argentina, Telecom Italia,
Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013.  The Debtor
disclosed $310,206,684 in assets and $23,011,940 in liabilities.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.

Under the Plan, General Unsecured Claims will be paid in full from
available cash.


KIT DIGITAL: Unsecureds Will Be Paid in Full from Available Cash
----------------------------------------------------------------
KIT digital, Inc., submitted to the U.S. Bankruptcy Court for the
Southern District of New York a Disclosure Statement explaining
the proposed Plan of Reorganization dated May 8, 2013.

According to the Disclosure Statement, the Debtor related that it
entered into Plan Support Agreement dated April 16, 2013, with
three of its largest equity holders, JEC Capital Partners, LLC,
Prescott Group Capital Management L.L.C. and Stitching Bewaarder
Ratio Capital Partners, to support and fund its reorganization.

The Plan Sponsor Group agreed to purchase 89.29 percent of the
common stock of Reorganized KDI for $25 million.  The purchase
price paid by the Plan Sponsor Group will be used by the Debtor to
fund distributions under the Plan, including the anticipated
payment of Allowed General Unsecured Claims in full.

The Debtor's Plan also provides an opportunity for Holders of
Litigation Claims (other than Securities Litigation Claims) and
current stock holders to participate in Reorganized KDI.  Holders
of claims and interests in these two classes will receive
Reorganized KDI Warrants exercisable at the same price per share
as the stock being purchased by the Plan Sponsor Group.

Proceeds from the exercise of Reorganized KDI Warrants will be
used to redeem up to 50 percent of the stock issued to the Plan
Sponsor Group under the Plan with the balance, if any, used for
working capital purposes of Reorganized KDI.

Under the Plan, the Debtor proposes to pay in full the
administrative claims, DIP facility claims, priority tax claims,
priority non-tax claims, and other secured claims.

Other claims will be treated as follows:

   * Holders of secured claims of Western Technology Investments
(Class 2) will receive cash of $9 million.

   * Holders of general unsecured claims (Class 4) will be paid
100 percent on account of their claims from available cash.

   * Holderso of securities litigation claims (Class 5) will be
paid pro rata from available insurance proceeds.

   * Holders of other litigation claims (Class 6) will receive
their pro rata share of available cash and Reorganized KDI
Warrants after payment of General Unsecured Claims in full.

   * Holders of existing interests (Class 7) will receive their
pro rata share of available cash and Reorganized KDI Warrants
after payment of General Unsecured Claims in full.

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

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  KIT digital
services nearly 2,500 clients in 50+ countries including some of
the world's biggest brands, such as Airbus, The Associated Press,
AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky
Deutschland, Sky Italia, Telecom Argentina, Telecom Italia,
Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013.  The Debtor
disclosed $310,206,684 in assets and $23,011,940 in liabilities.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.

Under the Plan, General Unsecured Claims will be paid in full from
available cash.


KIWIBOX.COM INC: Delays Form 10-Q for First Quarter
---------------------------------------------------
Kiwibox.Com, Inc., notified the U.S. Securities and Exchange
Commission it cannot complete the required financial statements
for the period ended March 31, 2013, within the prescribed filing
date without unreasonable effort and expense.

                         About Kiwibox.com

New York-based Kiwibox.com, Inc., acquired in the beginning of
2011 Pixunity.de, a photoblog community and launched a U.S.
version of this community in the summer of 2011.  Effective
July 1, 2011, Kiwibox.com, Inc., became the owner of Kwick! -- a
top social network community based in Germany.  Kiwibox.com shares
are freely traded on the bulletin board under the symbol KIWB.OB.

Kiwibox.com disclosed a net loss of $14.01 million on $1.46
million of total net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $5.90 million on $599,615 of total net
sales during the prior year.  The Company's balance sheet at
Dec. 31, 2012, showed $6.87 million in total assets, $25.91
million in total liabilities, all current, and a $19.03 million
total stockholders' impairment.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012.  The
independent auditors noted that the Company's revenues are
insufficient to finance the business, and the Company is entirely
dependent on the continuation of funding from outside investors.
These conditions raise substantial doubt about its ability to
continue as a going concern.


LA JOLLA: Had $4.2 Million Net Loss in First Quarter
----------------------------------------------------
La Jolla Pharmaceutical Company reported a net loss of $4.20
million for the three months ended March 31, 2013, as compared
with net income of $5.28 million for the same period during the
prior year.

The Company's balance sheet at March 31, 2013, showed $2.81
million in total assets, $271,000 in total liabilities, all
current, and $2.54 million in total stockholders' equity.

"We achieved several critical objectives in the first quarter of
2013, highlighted by the rapid completion of our Phase 1 clinical
study of GCS-100 in chronic kidney disease ("CKD") patients," said
George Tidmarsh, M.D., Ph.D., La Jolla's president and chief
executive officer.  "Overall, we have made substantial progress
advancing our clinical and pre-clinical programs in a rapid yet
cost effective manner."

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

                        http://is.gd/UVIWSD

                  About La Jolla Pharmaceutical

San Diego, Cal.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

After auditing the 2011 results, BDO USA, LLP, in San Diego,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations, has an accumulated deficit of $439.6 million and a
stockholders' deficit of $15.6 million as of Dec. 31, 2011, and
has no current source of revenues.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $7.73 million, as compared with a net loss of $11.54
million for the 12 months ended Dec. 31, 2011.


LEHMAN BROTHERS: Credit Agricole Slams $34MM Terminated-Swaps Suit
------------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Credit Agricole
Corporate and Investment Bank on Friday urged a New York
bankruptcy judge to throw out a lawsuit brought by Lehman Brothers
Holdings Inc. over $34 million in terminated swap transactions,
saying it doesn't owe the fallen investment bank a cent.

According to the report, in a motion to dismiss the adversary
proceeding, Credit Agricole says under the relevant contract, it
is obligated to pay Lehman for ending their agreement early as a
result of its September 2008 bankruptcy only if Lehman Brothers
Commercial Corp. affiliates repay what they owed.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LIGHTSQUARED INC: Dish Said to Offer $2 Billion for Spectrum
------------------------------------------------------------
Dish Networks Corp. offered $2 billion to buy spectrum currently
licensed to LightSquared Inc., Bloomberg News and The Wall Street
Journal reported.

The spectrum that Dish would purchase isn't yet approved for use
by the Federal Communications Commission.

Dish's offer has a May 31 deadline, Bloomberg said, citing people
familiar with the bid.

Mike Spector and Anton Troianovski, writing for The Wall Street
Journal, report that Dish Network Corp.'s chairman, Charlie Ergen,
bid $2 billion for certain spectrum from LightSquared Inc., the
wireless venture spearheaded by financier Philip Falcone, said
people familiar with the offer.  One of the sources told WSJ that
Mr. Ergen made the offer to LightSquared on Wednesday. Mr. Ergen's
offer is for LightSquared's so-called L-band spectrum, this person
said.

WSJ notes that if LightSquared accepted the bid, it would more
than pay off the company's roughly $1.7 billion in bank debt held
by a variety of hedge funds. Some value could then be left for
LightSquared's preferred shareholders.

WSJ recounts that in recent months, a hedge fund with ties to Mr.
Ergen, Sound Point Capital Management LP, has been purchasing
LightSquared debt. Mr. Ergen's offer is an all-cash bid unrelated
to those debt purchases, the person said.

WSJ also relates that people close to Mr. Falcone and LightSquared
for months have wondered whether Sound Point would use debt
holdings to try to acquire LightSquared spectrum on Mr. Ergen's
behalf. Lawyers for some of LightSquared's lenders have contacted
Dish and Sound Point in the past several weeks to explore their
relationship and intentions to no avail, said another person
familiar with the matter.

The report notes Mr. Falcone has been tussling with lenders for
more than a year over LightSquared's fate.  But Mr. Ergen's offer
could upend the dynamics of LightSquared's bankruptcy proceedings
and precipitate an auction for the company's spectrum in the
months ahead.  For Mr. Ergen, buying the LightSquared spectrum
would represent yet another attempt to move into the fast-evolving
wireless industry.  Through Dish, his satellite-TV provider, Mr.
Ergen has already gained control of airwaves that the Federal
Communications Commission has approved for use in a cellphone
network.  Dish is now seeking to buy wireless carrier Sprint
Nextel Corp., which could put those airwaves to use.

                      About LightSquared Inc.

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

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

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

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LLS AMERICA: Etter McMahon Loses Bid for Jury Trial
---------------------------------------------------
In the case, BRUCE P. KRIEGMAN, solely in his capacity as court-
appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v.
ETTER, McMAHON, LAMBERSON, CLARY & ORSEKOVICH, PC, Defendant, Adv.
Proc. No. 12-80031 (Bankr. E.D. Wash.), the defendant demanded a
jury trial in the District Court under Stern v. Marshall.
Bankruptcy Judge Patricia C. Williams said that, pursuant to LBR
7008-1, such a request is to be made in the complaint or the
answer.  That rule was effective May 7, 2012, and the complaint
was filed on April 10, 2012, so it is questionable whether LBR
7008-1 is applicable.  However, the defendant applied the rule in
filing its answer and sought trial by the District Court.  The
local rule states that after an opportunity to respond by the
opposing party, the bankruptcy court will transmit the relevant
pleadings to the District Court. In this case, no response to the
demand has been made by the opposing party.

Judge Williams said the adversary involves a non-lender defendant
and concerns an alleged post-petition transfer of funds to a law
firm for legal representation of Ms. Doris Nelson, personally, and
Team Spirit America, one of the entities which compose the debtor.
Judge Williams, accordingly, recommends that the District Court
preliminarily deny the request for trial in the District Court.
"That will allow all pre-trial matters to be heard and determined
by the bankruptcy court. As the case proceeds toward trial, either
party or the bankruptcy court may request that the District Court
determine the right to a jury and the right to a trial before the
District Court," Judge Williams said.

A copy of the Court's May 14, 2013 Report and Recommendation is
available at http://is.gd/a7glq4from Leagle.com.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


LYON WORKSPACE: Plan Filing Deadline Extended to Aug. 17
--------------------------------------------------------
Lyon Workspace Products, L.L.C. sought and obtained an extension
until Aug. 17, 2013, of the deadline to file its Chapter 11 plan
and disclosure statement.  The Debtors' exclusive period for
soliciting acceptances on the plan is extended until Oct. 16.

Lyon Workspace Products, L.L.C. and seven affiliates sought
Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 13-2100) on
Jan. 19, 2012.

Lyon Workspace -- http://www.lyonworkspace.com/-- was a
manufacturer and supplier of locker and storage products.  It had
400 full-time employees, 53% of whom are salaried employees.
Eight percent of the employees are members of the Local Union No.
1636 of the United Steelworkers of America, A.F.L.-C.I.O.  The
Debtor disclosed $41,275,474 in assets and $37,248,967 in
liabilities as of the Chapter 11 filing.

Attorneys at Perkins Coie LLP serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.


MASSILLON, OH: Moody's Lowers Rating Tax Bonds to 'Ba1'
-------------------------------------------------------
Moody's Investors Service downgraded to Ba1 from Baa1 the rating
on the City of Massillon's (OH) outstanding general obligation
limited tax bonds. Concurrently, the negative outlook is
maintained.

Ratings Rationale:

The City of Massillon's outstanding general obligation debt is
secured by the city's limited tax pledge, subject to the State of
Ohio's (Aa1/Stable Outlook) ten mill limitation. The rating was
downgraded because the city is in a much weaker financial position
than when it was previously rated. The downgrade reflects the
city's extremely narrow cash reserves and negative general fund
balance; significantly constrained financial flexibility given a
demonstrated inability and unwillingness to raise new revenues
and/or sufficiently reduce expenditures; negative cash carryover
and increasing outstanding liabilities expected to pressure future
budgets; the absence of a plan to correct the financial situation;
and possible state intervention in the form of a declaration of
fiscal watch or fiscal emergency. The rating also incorporates the
city's moderately-sized tax base, below average socioeconomic
profile, and manageable debt profile. The assignment of the
negative outlook reflects the expectation that the city's
financial position will remain extremely pressured in the near
term and that the city's ability to return to balanced operations
may be impeded by practical barriers to sufficient expenditure
reductions and revenue enhancements.

Strengths:

- Diversified tax base with a growing food processing sector

- Stable income tax collections

Challenges:

- Five consecutive years of operating deficits

- Negative general fund balance and very limited cash reserves

- Negative cash carryover for fiscal 2012 and projected for 2013

Outlook:

The negative outlook reflects the expectation that the city's
financial position will remain extremely pressured in the near
term given the absence of any actionable plan to correct the
deficit situation. Additionally, the city's ability to return to
balanced operations may be impeded by practical barriers to
sufficient expenditure reductions and revenue enhancements.
Further, if left unresolved, the city's increased outstanding
liabilities for 2013 will likely pressure finances in the near-
term.

What Could Change The Rating - UP (or change the outlook to
stable):

- Demonstrated trend of balanced operations and positive cash
   carryover

- Successful elimination of the general fund balance deficit and
   subsequent rebuilding of reserves

What Could Change The Rating - DOWN:

- Significant declines in the local economy and tax base
   resulting in decreased income tax revenues

- Continued trend of imbalanced operations and worsened general
   fund balance deficits

- Failure to pay contractually required payments such debt
   service, pension, and payroll.

Principal Methodology:

The principal methodology used in this rating was General
Obligation Bonds Issued by US Local Governments published in April
2013.


MDU COMMUNICATIONS: Incurs $1.3MM Net Loss in March 31 Quarter
--------------------------------------------------------------
MDU Communications International, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $1.32 million on $6 million of
revenue for the three months ended March 31, 2013, as compared
with a net loss of $1.88 million on $7.01 million of revenue for
the three months ended March 31, 2012.

For the six months ended March 31, 2013, the Company incurred a
net loss of $1.46 million on $12.03 million of revenue, as
compared with a net loss of $3.92 million on $13.96 million of
revenue for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $18.04
million in total assets, $32.14 million in total liabilities and a
$14.09 million total stockholders' deficiency.

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

                       http://is.gd/M4l55G

                     About MDU Communications

Totowa, New Jersey-based MDU Communications International, Inc.,
is a national provider of digital satellite television, high-speed
Internet, digital phone and other information and communication
services to residents living in the United States multi-dwelling
unit market -- estimated to include 32 million residences.

The Company reported a net loss of $6.4 million on $27.3 million
of revenue for 2012, compared with a net loss of $7.4 million on
$27.9 million of revenue for 2011.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about MDU's ability to continue as a going concern following
the financial results for the year ended Sept. 30, 2012.  The
independent auditors noted that the Company has incurred
significant recurring losses, has a working capital deficit, and
an accumulated deficit of $75 million at Sept. 30, 2012.  They
also noted that the Company's $30 million Credit Facility matures
on June 30, 2013.


MEMORIAL PRODUCTION: $100MM Notes Add-On Gets Moody's Caa1 Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Memorial
Production Partners LP's proposed offering of $100 million of
senior unsecured notes due 2021 (an add-on to the $300 million
senior unsecured notes issued in April 2013).

Proceeds from the new notes will be used to repay a portion of the
outstanding borrowings under the partnership's senior secured
revolving credit facility and for general partnership purposes.
The Corporate Family Rating of B2 and other ratings of Memorial
are unaffected and the rating outlook is stable.

"The add-on notes essentially term out Memorial's borrowings and
increase liquidity," said Saulat Sultan, Moody's Vice President --
Senior Analyst. "However, we expect the partnership to use the
incremental borrowing capacity to help fund future acquisitions
via dropdowns or from third parties."

Moody's current ratings for Memorial are:

LT Corporate Family Rating of B2

Probability of Default Rating of B2 -- PD

Senior Unsecured Rating of Caa1

LGD Senior Unsecured Assessment of LGD5 -- 79%

Ratings Rationale:

Memorial's B2 Corporate Family Rating reflects its long-lived and
shallow decline reserve base, active hedging program to mitigate
commodity price volatility, appropriate financial leverage
profile, and modest geographical diversity. The CFR also
incorporates the benefits (such as access to acquisition pipeline)
as well as risks (such as governance risks) from Memorial's
relationship with MRD and NGP. The B2 CFR is constrained by
Memorial's relatively small scale, its natural gas weighted
reserves and production profile, limited track record with its
current asset base due to an aggressive acquisition-led growth
strategy since formation, and risks related to its high payout MLP
corporate structure.

The Caa1 ratings on the senior unsecured notes due 2021 reflect
both the overall probability of default of Memorial, to which
Moody's assigns a PDR of B2-PD, and a loss given default of LGD5
(79%). The senior notes are guaranteed by essentially all material
domestic subsidiaries on a senior unsecured basis and are
accordingly subordinated to the senior secured credit facility's
potential priority claim to the partnership's assets. The size of
the potential senior secured claims relative to the unsecured
notes outstanding results in the senior notes being notched two
ratings below the B2 CFR under Moody's Loss Given Default
Methodology.

Memorial's SGL-3 Speculative Grade Liquidity rating reflects
adequate liquidity through 2013, driven by its high dividend
payout and the need to access the capital markets to finance
acquisition-driven growth. The partnership's liquidity also
benefits from an active hedging program that lowers commodity
price risk. Memorial has a $1 billion senior secured revolving
credit facility due March 2018, with a pro forma borrowing base of
$480 million and approximately $440 million of availability under
the revolver pro-forma for the add-on notes issuance and related
paydown of borrowings outstanding under the revolver. Moody's
expects that Memorial will remain well within its covenant
compliance metrics which includes minimum interest coverage ratio
of 2.50x and minimum current ratio of 1.00x.

The outlook is stable based on Moody's expectation that Memorial
continues to finance acquisitions with a meaningful equity
component and maintains an appropriate leverage, liquidity,
hedging, and distributable cash flow (DCF) coverage profile.
Moody's could upgrade the ratings if the partnership is able to
grow its production base to above 20,000 barrels of oil equivalent
per day (boe/d) while maintaining an appropriate leveraged
financial profile (debt/production less than $30,000 boe/d and
debt / proved developed reserves of less than $6.50 per boe).
Moody's could downgrade the ratings if leverage increased
(debt/production above $40,000 boe/d) or if DCF coverage weakened
below 1.1x for a sustained period.

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

Memorial is a publicly traded oil and gas exploration and
production MLP, which is headquartered in Houston, TX.


MERISEL INC: Incurs $2 Million Net Loss in First Quarter
--------------------------------------------------------
Merisel, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.04 million on $12.83 million of net sales for the three
months ended March 31, 2013, as compared with a net loss of $7.05
million on $13.56 million of net sales for the same period during
the prior year.

The Company's balance sheet at March 31, 2013, showed $25.13
million in total assets, $37.17 million in total liabilities and a
$12.04 million total stockholders' defict.

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

                        http://is.gd/iKyT7H

                           About Merisel

Merisel operates in a single reporting segment, the visual
communications services business.  It entered that business
beginning March 2005, through a series of acquisitions, which
continued through 2006.  These acquisitions include Color Edge,
Inc., and Color Edge Visual, Inc.; Comp 24, LLC; Crush Creative,
Inc.; Dennis Curtin Studios, Inc.; Advertising Props, Inc.; and
Fuel Digital, Inc.

Merisel incurred a net loss of $18.13 million in 2012, as compared
with a net loss of $2.45 million in 2011.


METEX MANUFACTURING: Plan Exclusivity Extended Until September
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Metex Manufacturing Corp. received a first extension
of its exclusive right to propose a plan.  It now has a new
deadline of Sept. 16.  The company said it has been providing
information consensually to the official creditors' committee and
the official representative of future asbestos claimants.

                            About Metex

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

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

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

Metex filed the new Chapter 11 case to use a provision in
bankruptcy law under which all existing and future asbestos claims
can be channeled into a trust.  In return for contributions to a
trust, insurance companies can receive absolution on their
policies covering Kentile and Metex asbestos claims.


MIDSTATES PETROLEUM: Moody's Rates $700MM Unsecured Notes 'Caa1'
----------------------------------------------------------------
Moody's Investors Service rated Midstates Petroleum Company,
Inc.'s and co-issuer Midstates Petroleum Company LLC's $700
million senior unsecured notes Caa1. Midstates' Corporate Family
Rating is B3. The outlook is stable.

Midstates will use the proceeds of the notes issue primarily to
finance the $620 million purchase price of a portfolio of
producing properties and undeveloped acreage approximating 140,000
net acres in the Anadarko Basin. The acquisition is expected to
close May 31, 2013.

"While the acquisitions of the Anadarko Basin properties will
significantly expand Midstates' reserve base and production
levels, and further diversify the geographic scope of the
company's operations," commented Andrew Brooks, Moody's Vice
President, "the debt-funded acquisition will almost double
Midstates' outstanding debt, further delaying the deleveraging of
the company's balance sheet."

Ratings assigned:

Senior Unsecured Notes Rating, Caa1 (LGD4 -- 64%)

Ratings Rationale:

The Caa1 rating on the $700 million senior unsecured notes
reflects both the overall probability of default of Midstates, to
which Moody's assigns a PDR of B3-PD, and a Loss Given Default of
LGD4 (64%). The notes are subordinated to the senior secured
claims relative to the credit facility's priority claim to the
company's assets. The size of the senior secured claims -- an
increase in the revolving credit borrowing base to $425 million is
assumed -- results in the senior notes being rated one notch below
the B3 CFR under Moody's Loss Given Default methodology.

The B3 Corporate Family Rating reflects Midstates' relatively
small, but expanding, size and its high leverage. Its first
quarter 2013 production rate averaged 16,208 net barrels of oil
equivalent (Boe) per day following the October 2012 acquisition of
privately held Eagle Energy Production, LLC (Eagle), whose
Mississippian Lime production (the Mid-Continent) diversified
Midstates' operations out of its legacy Upper Gulf Coast Tertiary
trend in Louisiana (the Gulf Coast). Proved reserves tripled in
2012 to 75.5 million Boe (37% proved developed, 50% oil and 19%
natural gas liquids - NGLs). The acquisition of Eagle in addition
to debt financing the outspending of cash flow, increased
Midstates' debt on production in 2013's first quarter to almost
$60,000 per Boe of average daily production (including Moody's
Basket C treatment of the $325 million preferred stock issued in
conjunction with the Eagle acquisition). The extent to which
Midstates' leverage has increased is prominently factored into its
rating. Offsetting these negatives is the attractive cash margins
generated by the 69% of Midstates' production that is liquids,
which in 2012 on an unlevered basis exceeded $42.00 per Boe.

On April 3, Midstates announced that it would acquire a portfolio
of producing properties and undeveloped acreage in the Anadarko
Basin from a private seller (the Panther Energy Company, LLC
assets) for $620 million in cash. Midstates will entirely debt-
finance the acquisition. Production from the 140,000 net acquired
acres approximates 8,000 Boe per day, about 67% of which is
liquids. Proved reserves as of April 1 comprising the acquired
acreage are estimated to total 36.5 million Boe (29% proved
developed, 45% oil and 22% NGLs), a 33% pro forma increase in the
company's proved reserves to 112 million Boe. While the
acquisition will increase Midstates 2013 production by upwards of
50% and add basin diversity, Moody's estimates that the debt
financed acquisition will increase Midstates' leverage to over
$65,000 per Boe of average daily production. This latest
acquisition postpones the deleveraging of Midstates' balance sheet
from its excessively high level. Moreover, while Midstates appears
to have successfully integrated its October acquisition of Eagle,
the acquisition of the Panther assets will once again test the
company's ability to manage the execution risk posed by another
large transaction.

The SGL-3 rating reflects Moody's view of adequate liquidity into
2014. The out-spending of cash flow in 2012, which totaled $285
million, and the Eagle acquisition were essentially funded with
the proceeds of Midstates' April 2012 IPO and its $600 million
notes issue in October. At March 31, Midstates had borrowed $196.5
million under its $285 million secured borrowing base revolving
credit facility. Following the anticipated May 31 closing of the
Panther assets acquisition, Midstates expects an increase in its
revolving credit borrowing base to $425 million, which together
with the acquired cash flow should be sufficient to fund the
expected cash flow deficit generated by 2013's capital spending
program. Midstates' revolving credit facility is scheduled to
expire in October 2017; in conjunction with the anticipated
increase in its borrowing base, the expiration date would be
extended to 2018. The credit facility is secured by substantially
all of the company's oil and natural gas properties. Covenants
include a maximum leverage ratio of 4.0x to 1.0 debt/EBITDA,
increasing to 4.5x under the expanded credit facility, and a 1.0
minimum current ratio, both of which the company was in compliance
with at March 31.

Midstates' stable outlook reflects its growing size and basin
diversity, and the assumption that it can manage the execution
risk embedded in another large acquisition in a manner that
continues to propel its growth upwards, moderating its over-
reliance on an aggressive utilization of debt. The rating could be
downgraded if Midstates fails to execute on its aggressive growth
objectives such that production fails to grow beyond a base of
25,000 Boe per day, if attaining this higher production rate is
done so at materially higher costs, should liquidity concerns
emerge over the course of increasing its production or should
Midstates fail to reduce debt below $45,000 per Boe of average
daily production. An upgrade could be considered assuming
Midstates successfully executes on its Panther assets acquisition,
and if production approaches 30,000 Boe per day and debt on
production falls below $40,000 per Boe.

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

Midstates Petroleum Company, Inc. is an independent exploration
and production company headquartered in Houston, Texas.


MILAGRO OIL: Expects to File First Quarter Form 10-Q Today
----------------------------------------------------------
Milagro Oil & Gas, Inc., was unable to file its quarterly report
on Form 10-Q for the period ended March 31, 2013, within the
prescribed period due to limited staffing resources.  The Company
believes that the subject report will be available for filing on
or before Wednesday May 22, 2013.

                         About Milagro Oil

Milagro Oil & Gas, Inc., is an independent energy company based in
Houston, Texas that is engaged in the acquisition, development,
exploitation, and production of oil and natural gas.  The
Company's historic geographic focus has been along the onshore
Gulf Coast area, primarily in Texas, Louisiana, and Mississippi.
The Company operates a significant portfolio of oil and natural
gas producing properties and mineral interests in this region and
has expanded its footprint through the acquisition and development
of additional producing or prospective properties in North Texas
and Western Oklahoma.

Milagro Oil disclosed a net loss of $33.39 million in 2012, a net
loss of $23.57 million in 2011 and a net loss of $70.58 million in
2010.  The Company's balance sheet at Dec. 31, 2012, showed
$480.76 million in total assets, $437.86 million in total
liabilities, $235.69 million in redeemable series A preferred
stock, and a $192.80 million total stockholders' deficit.

Deloitte & Touche LLP, in Houston, 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 is not in compliance with certain covenants of its 2011
Credit Facility, and all of the Company's debt is classified
within current liabilities as of Dec. 31, 2012.  The Company's
violation of its debt covenants, combined with its financing needs
and negative working capital position, raise substantial doubt
about its ability to continue as a going concern.

                           *    *     *

As reported by the TCR on April 22, 2013, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
Houston-based Milagro Oil & Gas Inc. to 'CCC-' from 'CCC'.
"The downgrade reflects the company's persistently high leverage
and ongoing liquidity concerns due to a dwindling borrowing base,"
said Standard & Poor's credit analyst Christine Besset.


MOBIVITY HOLDINGS: Incurs $2.4 Million Net Loss in First Quarter
----------------------------------------------------------------
Mobivity Holdings Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.42 million on $1.02 million of revenues for the
three months ended March 31, 2013, as compared with a net loss of
$1.69 million on $1.01 million of revenues for the three months
ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $3.25
million in total assets, $10.25 million in total liabilities, all
current, and a $6.99 million total stockholders' deficit.

                         Bankruptcy Warning

"...[A]ll of our assets are currently subject to a first priority
lien in favor of the holders of our outstanding convertible notes
payable in the current aggregate principal amount of $4,521,378.
The notes are due on October 15, 2013, if we are unable to repay
or refinance our obligations under those notes by October 15,
2013, the holders of the notes will have the right to foreclose on
their security interests and seize our assets.  To avoid such an
event, we may be forced to seek bankruptcy protection, however a
bankruptcy filing would, in all likelihood, materially adversely
affect our ability to continue our current level of operations.
In the event we are not able to refinance or repay the notes, but
negotiate for a further extension of the maturity date of the
notes, we may be required to pay significant extension fees in
cash or shares of our equity securities or otherwise make other
forms of concessions that may adversely impact the interests of
our common stockholders.

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

                         http://is.gd/NH4Mu4

                       About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings disclosed a net loss of $7.33 million in 2012,
as compared with a net loss of $16.31 million in 2011.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring operating losses and
negative cash flows from operations and dependence on additional
financing to fund operations which raise substantial doubt about
the Company's ability to continue as a going concern.


MUSCLEPHARM CORP: Incurs $7.4 Million Net Loss in 1st Quarter
-------------------------------------------------------------
Musclepharm Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $7.36 million on $24.92 million of gross sales for
the three months ended March 31, 2013, as compared with a net loss
of $16.03 million on $19.30 million of gross sales for the same
period a year ago.

The Company's balance sheet at March 31, 2013, showed $20.53
million in total assets, $13.31 million in total liabilities and
$7.22 million in total stockholders' equity.

Commenting on the results, Brad Pyatt, MusclePharm's Founder &
CEO, stated, "We feel the quarter represents a critical inflection
point for MusclePharm as we were able to transition from quarterly
operating losses to reporting our first quarter of positive
adjusted operating income of $2.8 million.  The initiatives we
implemented over the past two quarters resulted in substantial
growth in both revenue and gross margins.  The results support our
2013 strategic plan of aggressively growing sales and increasing
brand awareness, while maintaining profitable operating results."

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

                        http://is.gd/XatvX1

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


NEWLEAD HOLDINGS: Delays Form 20-F for Nickel Acquisition Issues
----------------------------------------------------------------
NewLead Holdings Ltd. said it was not able to file its annual
report on Form 20-F for the fiscal year ended Dec. 31, 2012, by
the May 15, 2013, deadline due to an issue raised by the Company's
auditors and now being examined by the Company's Audit Committee
as to the transaction by which the Company acquired nickel wire in
exchange for shares of its common stock.  That examination relates
in particular to the circumstances of the initial acquisition by
the seller of the nickel wire sold to the Company.

While the Company hopes to be able to file the Annual Report on
Form 20-F shortly, there is no assurance that it will be able to
do so.  In the meantime, the failure to file the Report timely
will preclude the Company from using a registration statement on
Form F-3 and, until the Report is filed and the Company is once
again up to date in reporting, will increase the Rule 144 holding
period with respect to stock issued by the Company in private
sales and prevent the Company from registering sales of stock,
which will adversely impact its ability to do financings.  It is
also possible that Nasdaq may seek to delist the Company's stock
from that exchange unless it promptly regains compliance.

                      About NewLead Holdings

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.

Newlead Holdings's balance sheet balance sheet at June 30, 2012,
showed US$111.28 million in total assets, US$299.37 million in
total liabilities and a US$188.08 million total shareholders'
deficit.


NORSE ENERGY: Holding Land Hostage, Suit Says
---------------------------------------------
Juan Carlos Rodriguez of BankruptcyLaw360 reported that dozens of
New York landowners hit oil and gas producer Norse Energy USA with
an adversary suit Friday, claiming the bankrupt company is holding
their land hostage with expired leases while it waits for a
hydraulic fracturing moratorium to lift.

According to the report, the plaintiffs, 89 landowners in western
and central New York, say they signed leases granting Norse
mineral exploration and development rights.  All but four of those
leases have expired, but the company has cited them as its most
significant assets in its Chapter 11 proceeding, the report said.

Norse Energy Corp. said the subsidiary Chapter 11 filing will
likely constitute an event of default under the loan agreement in
respect of the NEC convertible callable bond issue 2012/2015
(ISIN NO 001064079 (http://tel:001064079).0). This may result in
the outstanding bonds in the amount of US$21 million at the Norse
Energy Corp. ASA level being declared to be in default and due
for payment, if the bondholders elect to do so.

The Company has a significant land position of 130,000 net acres
in New York State with certified 2C contingent resources of 951
MMBOE as of June 30, 2012.

Katy Stech, writing for The Wall Street Journal, reported that
executives last week put Norway's Norse Energy Corp.'s U.S. unit
under Chapter 11 protection in the U.S. Bankruptcy Court in
Buffalo, N.Y., while they look for a bankruptcy loan that would
help pay for its seven nonproducing wells and pay off bondholders
who have extended about US$21 million to the company.

WSJ says the company in its bankruptcy petition, said it had
about US$32 million in debt but valued its assets at US$0.

The report relates Norse Energy Corp. USA has been unable to tap
into the pools of gas beneath the 133,000 acres of its land
outside Syracuse, N.Y., while state environmental regulators
write new hydraulic-fracturing rules.  According to the report,
in its most recent quarterly report, the company said it is
positioned to pull 951 net million barrels of oil equivalent from
the ground once the New York State Department of Environmental
Conservation lifts the four-year-old moratorium on hydraulic
fracturing, or fracking, a controversial method of extracting
reserves from shale deposits.  Norse Energy officials said they
expect regulators to begin permitting again in the first quarter
of 2013.

The report says the company's bonds aren't due to be paid off
until 2015, but the company said it was recently ordered by a New
York court to put nearly US$8 million in an account until a judge
can determine whether it owes a Buffalo-based business partner
any money.

According to the report, Bradford Drilling Associates filed a
lawsuit against the U.S. unit for payment after it drilled six
wells, arguing that the unit owes US$10 million.  Late last
month, a New York judge ordered the Norse Energy unit to deposit
nearly US$8 million into an account while it awaits a trail set
for the second half of 2013, according to a company press
release.

The WSJ report relates that the company, running short on money
during the drilling ban, tried to raise money by selling assets.
Earlier this year, it sold "substantially all of the company's
producing wells" for US$37 million to former Norse Energy Chief
Executive Oivind Risberg.


ORECK CORP: Vacuum Maker Granted Interim Approval to Use Cash
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Oreck Corp. received interim authority from the
bankruptcy judge in Nashville, Tennessee, to use cash representing
collateral for secured lenders' claims.

Debt of Nashville-based Oreck includes $4.2 million owing to Wells
Fargo Bank NA on a first-lien revolving credit in the maximum
amount of $20 million. There is a $5.5 million second-lien
revolving credit owing to Broadpoint Products Corp.

At a prior hearing, U.S. Bankruptcy Judge Keith M. Lundin declined
to approve an $11 million financing package from Black Diamond
Commercial Finance LLC. The new loan was designed to pay off the
Wells Fargo debt.

Judge Lundin gave Oreck permission to revise the loan proposal and
return to court for another hearing. As originally proposed,
the Black Diamond loan would carry 12 percent interest and
require a $1 million fee payable to the agent. In addition to
liens on the assets, the loan would have been secured by
lawsuits Oreck could bring.

                         About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case NO. 13-04006) in
Nashville, Tennessee on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.
Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.

Bradley Arant Boult Cummings LLP serves as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent.


ORMET CORP: Says $130MM Sale Kept It From Liquidating
-----------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that bankrupt
aluminum smelter Ormet Corp. said Friday that it had to sell
itself to private equity firm Wayzata Investment Partners LLC for
$130 million without a Chapter 11 plan in place or be forced to
liquidate, rebuffing an objection to the deal from the Pension
Benefit Guaranty Corp.

According to the report, PBGC had argued the proposed sale without
a plan is improper because it would put the independent government
agency, which insures many pension plans, on the hook for $260
million in unfunded contributions.

As previously reported by The Troubled Company Reporter, Ormet
plans to move forward with the sale of its assets to Wayzata
Investment Partners LLC after no other bidders emerged to
challenge the private equity firm's offer, valued at $221 million.

                        About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Attorneys at Dinsmore&Shohl LLP and Morris, Nichols, Arsht&
Tunnell LLP serve as counsel to the Debtors.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.


OVERLAND STORAGE: Incurs $5.1 Million Net Loss in March 31 Qtr.
---------------------------------------------------------------
Overland Storage, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $5.08 million on $11.64 million of net revenue for
the three months ended March 31, 2013, as compared with a net loss
of $3.82 million on $15.15 million of net revenue for the three
months ended March 31, 2012.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $14.22 million on $35.95 million of net revenue, as
compared with a net loss of $13.46 million on $44.33 million of
net revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $38.40
million in total assets, $44.79 million in total liabilities and a
$6.38 million total shareholders' deficit.

"We continue to execute on our overall strategy and expand our
addressable markets with the successful introduction of new
solutions in the data management and data protection marketplace."
said Eric Kelly, president and CEO of Overland Storage.  "We are
also encouraged by the strong growth of our disk based products
last quarter and the growing pipeline from our recently announced
SnapScale clustered NAS solution."

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

                        http://is.gd/3RjGYr

                      About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company incurred a net loss of $16.16 million for the fiscal
year 2012, compared with a net loss of $14.49 million for the
fiscal year 2011.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company's recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


PATROIT COAL: Can Pay $6.9 Million in Executive Bonuses
-------------------------------------------------------
Tiffany Kary & Steven Church, writing for Bloomberg News, reported
that Patriot Coal Corp. can pay $6.9 million in bonuses to key
employees, a judge said, rejecting a union's claims that the
payments wrongly benefit corporate insiders.

According to the report, U.S. Bankruptcy Judge Kathy A. Surratt-
States in St. Louis granted the company's request to pay 274
people under two bonus plans. Patriot said the money would give
managers an incentive to improve the company's performance and
stay through its Chapter 11 reorganization.

The report related that the United Mine Workers of America, which
represents 42 percent of Patriot's workforce, objected, calling
the payments "massive bonuses to corporate insiders" at a time
when the company is seeking concessions from regular employees and
claiming it faces a liquidity crisis. The company's top 35
officers, who make up 13 percent of the bonus-plan participants by
number, will get 42 percent of one payment plan by amount and 61
percent of the other, the union said.

"The facts remain that certain key personnel perform duties that
are more integral to the viability of the organization and such
individuals are generally compensated at higher levels," Surratt-
States said in her opinion, the report further related.

Patriot said the payments are needed to keep executives in their
positions and "perform their responsibilities at the highest level
possible under increasingly difficult circumstances." Average
compensation has declined 20 percent from about two years ago, the
company said, the report added.

                       About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis& Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PEREGRINE FIN'L: Trustee Seeks Sole Right to Sue Banks
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Peregrine Financial Group Inc. is
asking the bankruptcy judge in Chicago to halt eight class-action
lawsuits brought on behalf of customers.

Employing theories sometimes used successfully by the trustee for
Bernard L. Madoff Investment Securities LLC, Peregrine's trustee
Ira Bodenstein said the suits duplicate the "viable claims" he may
have against former Chief Executive Officer Russell R. Wasendorf
Sr., Wasendorf's son, US Bank NA and JPMorgan Chase Bank NA.

The class suits make claims of fraud against Wasendorf and his son
while alleging the banks failed properly to monitor segregated
accounts holding customers' funds.

In papers filed in bankruptcy court, Bodenstein uses two theories
to stop the class suits. He say property of the Peregrine estate
is involved, thus invoking the so-called bankruptcy stay that
should halt the suits automatically.  He also argues that the
court can use its equitable powers under Section 105 of the
Bankruptcy Code to stop the suits which otherwise will adversely
impact the Peregrine bankruptcy and customers' recovery.

There will be a June 26 hearing in bankruptcy court on stopping
the class suits.

The lawsuit to stop the class suits is Bodenstein v.
Pannkuk (In re Peregrine Financial Group Inc.), 13-00675, U.S.
Bankruptcy Court, Northern District of Illinois (Chicago).

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PITTSBURGH CORNING: Ch. 11 Asbestos Plan OK'd After 13 Years
------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that after 13 years in
bankruptcy, Pittsburgh Corning Corp. on Thursday won court
approval of a reorganization plan designed to resolve the
company's multibillion-dollar asbestos liability, overcoming
objections that derailed two prior plans.

According to the report, in a 139-page opinion, U.S. Bankruptcy
Judge Judith K. Fitzgerald found that the Pennsylvania-based
building products manufacturer had addressed concerns that the
plan could improperly hamper its insurers in coverage litigation.

"The plan is 'insurance neutral' and preserves any and all
coverage issues for resolution in a nonbankruptcy proceeding,
using applicable nonbankruptcy law," she said, the BLaw report
related.

                      About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos.  At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.

The Hon. Judith K. Fitzgerald presides over the case.  Reed Smith
LLP serves as counsel and Deloitte &Touche LLP as accountants to
the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo&Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella&
Wiker, LLP, as financial advisor.

The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin&Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill &Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin&Drysdale, Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic&
Scott LLP as his counsel, Young Conaway Stargatt& Taylor, LLP, as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.

On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when
it denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.

As reported by the TCR on April 25, 2012, Pittsburgh Corning
Corp., a joint venture between Corning Inc. and PPG Industries
Inc., filed another amendment to its reorganization plan designed
to wrap up a Chapter 11 begun 12 years ago.

The Company's balance sheet at Sept. 30, 2012, showed
$29.41 billion in total assets, $7.52 billion in total liabilities
and $21.88 billion in total equity.


PLAY BEVERAGES: N.D. Ill. Court Stays Playboy's Trademark Suit
--------------------------------------------------------------
District Judge Robert W. Gettleman denied the motion of Playboy
Enterprises International, Inc., for preliminary injunction to
enjoin Play Beverages LLC, CirTran Beverage Corporation, and
CirTran Corporation from using Playboy's trademarks -- the
"Playboy" name and the Rabbit Head Design -- on the defendants'
products; and stayed Playboy's lawsuit in federal court pending
resolution of a parallel case in state court.

In 2006, Playboy and Play Bev entered into a product license
agreement that granted Play Bev the right to distribute certain
non-alcoholic drinks, including an energy drink labeled "Playboy
Energy Drink," in certain territories.  Play Bev subsequently
entered into a manufacturing and distribution agreement with CBC,
a subsidiary of CirTran, that granted CBC certain manufacturing
and distribution rights regarding Playboy Energy Drink.  CBC in
turn recruited various sub-distributors in different countries,
including Redi FZE, an entity based in the United Kingdom.

Playboy contends that the license agreement has expired and that
defendants continue to use the Playboy marks illegally, creating
confusion among consumers and causing irreparable harm.
Defendants allege that, even if the agreement has expired,
plaintiff is obligated to renew the license and the continuing use
of the mark does not constitute infringement.

According to defendants, in March 2011, Playboy expressly
indicated that it intended to renew the license agreement with two
amendments: plaintiff would accept the quarterly payments of
guaranteed royalties; and the net sales target would be waived as
long as Play Bev developed its territory and distribution network.
Playboy then allegedly reversed its position on April 1, 2011,
when it demanded the full $2 million guaranteed royalty owed under
contract.  Defendants allege that Playboy intended to terminate
the license agreement to work with an alternative licensee: Redi
FZE.  Playboy allegedly was in formal negotiations with Redi FZE
by May 2011, while Redi FZE was under contract with CBC and
subject to a non-circumvention provision.  Defendants also allege
that Playboy disrupted defendants' business operations and
distribution network by communicating with distributors and sub-
licensees, contributing to defendants' default on certain contract
requirements.

The lawsuit is not the first time these parties have met in court
in connection with the license agreement. On April 26, 2011, prior
to the expiration of the initial term of the agreement, several
Play Bev creditors filed a petition commencing an involuntary
Chapter 7 bankruptcy proceeding against Play Bev, which Play Bev
converted to a voluntary bankruptcy under Chapter 11. On June 7,
2011, Playboy notified the defendants that the license agreement
had expired due to defendants' failure to pay the royalties. Play
Bev advised plaintiff of the bankruptcy proceeding and indicated
that the termination notice was void due to the bankruptcy.

On August 29, 2011, Play Bev initiated an adversary proceeding
against Playboy and others in the bankruptcy court, alleging that
Playboy had breached its contractual obligations and tortiously
interfered with Play Bev's distribution network.  Playboy filed a
counterclaim. The parties subsequently negotiated a standstill
agreement wherein Play Bev agreed to dismiss the adversary
proceeding without prejudice for the parties to negotiate a
business resolution. No resolution was reached in these
negotiations.

Under the license agreement, the initial five-year term was to
expire on March 30, 2012. During the course of the bankruptcy
proceedings, the parties entered into two extension agreements in
furtherance of the parties' negotiations for a settlement of
claims and a new license agreement. The parties first agreed to
extend the original license agreement until July 31, 2012. In July
2012, the parties entered into a second extension agreement, which
provided three alternative expiration dates for the original
license agreement. The extension agreement stated that the license
agreement would expire on September 30, 2012, and provided that
the license agreement would end on an alternative date if Play Bev
obtained an order confirming its Chapter 11 plan of reorganization
by September 30, 2012. Alternatively, the extension agreement
provided that it would "terminate automatically and without
further action by either party or the Bankruptcy Court" if Play
Bev's proposed reorganized debtor did not make a $2 million
payment into escrow for the benefit of Playboy in a specified
time-frame.

In August 2012, a new license agreement was executed. Play Bev,
however, failed to the make the $2 million payment required to
make the agreement effective.

On October 15, 2012, plaintiff provided notice to defendants that
it considered the license agreement to be expired and asserted
that Play Bev had no continuing license rights. In response, on
October 25, 2012, Play Bev and CBC filed a lawsuit in Illinois
state court against Playboy and others, re-alleging the claims
from the adversary proceeding. That case is currently proceeding
before Judge Pantle in the Circuit Court of Cook County.

The bankruptcy court in Utah dismissed Play Bev's case on December
7, 2012. On December 11, 2012, Playboy filed a complaint and
motion for a preliminary injunction in federal court in the
Central District of California. On January 30, 2013, the federal
court dismissed Playboy's action without prejudice, finding that
venue was more proper in Illinois. On February 1, 2013, Playboy
filed the action and sought a preliminary injunction. On March 5,
2013, defendants filed a motion to stay the suit under the
abstention doctrine announced in Colorado River Water Conservation
District v. United States, 424 U.S. 800, 96 S.Ct. 1236 (1976), or
alternatively, under the first-to-file rule.

In light of the stay, Judge Gettleman denies Playboy's motion for
preliminary injunction without prejudice to Playboy's seeking such
relief in the state court. The status date of May 21, 2013, is
stricken, and a report for status is set for October 17, 2013, at
9:00 a.m.

The case in district court is, PLAYBOY ENTERPRISES INTERNATIONAL,
INC., a Delaware corporation, Plaintiff, v. PLAY BEVERAGES, LLC, a
Delaware limited liability company; CIRTRAN BEVERAGE CORPORATION,
a Utah corporation; and CIRTRAN CORPORATION, a Nevada corporation,
Defendants, No. 13 C 0826 (N.D. Ill.).  A copy of the Court's May
15, 2013 Memorandum Opinion and Order is available at
http://is.gd/GJj7w6from Leagle.com.

                      About Play Beverages

On April 26, 2011, three alleged creditors, LIB-MP Beverage, LLC,
George Denney, and Warner K. Depuy, filed an involuntary Chapter 7
petition against Play Beverages, LLC, a consolidated entity of the
Company, seeking its liquidation.  On Aug. 12, 2011, the
proceeding was converted into a Chapter 11 reorganization
proceeding (Bankr. D. Utah Case No. 11-26046).


PMI GROUP: U.S. Trustee Forms Three-Member Creditors Committee
----------------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3, appointed three
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 case of The PMI Group, Inc.

The Committee comprises of:

      1. The Bank of New York Mellon Trust Company, N.A.
         Attn: Martin Feig, vice president
         101 Barclay Street
         8 West
         New York, NY 10286
         Tel: (212) 815-5383
         Fax: (724) 540-6408

     2. Wilmington Trust, N.A.
        Attn: Suzanne J. MacDonald
        1100 N. Market Street
        Wilmington, DE 19890-1615
        Tel: (302) 636-6530
        Fax: (302) 636-4149

     3. ALS Capital Management, LLC
        Attn: Lawrence B. Gill
        6300 Wilshire Boulevard, Suite 700
        Los Angeles, CA 90048
        Tel: (323) 651-3508
        Fax: (323) 927-1806

                        About The PMI Group

The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange.  Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.

The Plan provides that, generally, each holder of an allowed
secured claim will be paid in full in cash.  The Debtor did not
schedule any claims as secured claims, but notes that
approximately $129,000 in fixed amount has been asserted on an
aggregate basis in proofs of claim filed against it, all subject
to review and possible objection.


POWERWAVE TECHNOLOGIES: Taps Goldberg Lowenstein for IP Matters
---------------------------------------------------------------
Powerwave Technologies, Inc., asks the U.S. Bankruptcy Court for
the District of Delaware for permission to employ Goldberg,
Lowenstein & Weatherwax LLP as special counsel for intellectual
property matters in connection with the sale of substantially all
assets.

GLW will, among other things, investigate potential infringement
actions involving the Debtor's patent portfolio in conjunction
with the Debtor's marketing efforts.

GLW has agreed to render services for a flat fee of $110,000.

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

                   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: Material Terms of Employee Incentive Plan
-----------------------------------------------------------------
Powerwave Technologies, Inc., disclosed the material terms of its
key employee incentive program that's necessary to effectuate a
successful sale of the assets.

The Debtor is seeking authorization to implement a key employee
incentive program (KEIP) for up to 16 senior employees.

The material terms of the KEIP includes:

a. KEIP Participants:       16 senior employees

b. Award Determination:     payment of incentive awards are
                            subject to achieve the following:

                            1. the Debtor receiving at least one
                            qualified bid;

                            2. the successful consummation of a
                            sale of all or substantially all of
                            the Debtor's assets.

c. Aggregate Award Amounts: $250,000 in the aggregate with respect
                            to obtaining a qualified bid.

                            with respect to the sale transaction,
                            among other things:

                            1. in the event the Debtor's estate
                            receives less than $40,000,000, the
                            sale transaction award will be equal
                            to $0;

                            2. in the event the Debtor's estate
                            receives between $40,000,000 and
                            $45,000,000, the sale transaction
                            award will be equal to $100,000 in the
                            aggregate;

                            3. in the event the Debtor's estate
                            receives greater than $50,000,000 but
                            less than $55,000,000, the incentive
                            award will be equal to $2.25 percent
                            in the aggregate of the incremental
                            increase from $50,000,000; and

                            4.  in the event the Debtor's estate
                            receives greater than $55,000,000 but
                            less than $60,000,000, the incentive
                            award will be equal to 2.25 percent in
                            the aggregate of the incremental
                            increase from $45,000,000 plus 2.5
                            percent in the aggregate of the
                            incremental increase from $50,000,000
                            plus 2.75 percent in the aggregate of
                            the incremental increase from
                            $55,000,000.

d. Individual Award
   Amounts:                 a portion of the qualified bid

e. Payment of Awards:       if a qualified bid is received then
                            the qualified bid award will be paid
                            within three business days of the
                            Bankruptcy Court approval of the
                            relief sought.

The Court scheduled a May 22, 2013 hearing on the motion.

                   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 TECH: Wants Until Aug. 26 to Propose Chapter 11 Plan
--------------------------------------------------------------
Powerwave Technologies, Inc., asks the U.S. Bankruptcy Court for
the District of Delaware to extend its exclusive periods to file a
proposed Chapter 11 Plan until Aug. 26, 2013, and solicit
acceptances for the Plan until Oct. 27, respectively.

The Debtors explains that it is in the process of marketing and
selling substantially all of its assets.  The Debtor is unable to
fully evaluate whether it will have sufficient funds to propose
and confirm a plan of liquidation.

A May 22 hearing has been set.

                   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.


PRIMUS TELECOMMUNICATIONS: S&P Withdraws 'B-' Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all its ratings,
including the 'B-' corporate credit rating, on McLean, Va.-based
telecommunications provider Primus Telecommunications Group Inc.
at the company's request.


PROLOGIS INC: S&P Raises Rating on Preferred Stock to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on San Francisco-based Prologis Inc., Prologis L.P.,
and Prologis (collectively Prologis) to 'BBB' from 'BBB-'.  The
outlook is stable.  At the same time, S&P raised its senior
unsecured ratings on the company's debt to 'BBB' from 'BBB-' and
S&P's ratings on the company's preferred stock to 'BB+' from 'BB'.

"The upgrade acknowledges that we view Prologis as having an
improved "strong" business risk profile that is marked by
subsector-leading geographic and tenant diversity, which are key
credit strengths," said credit analyst Elizabeth Campbell.  "We
believe that the integration of Prologis and the former AMB
Property Corp. platform has produced operating expense synergies
that exceed target levels set by management following the merger
of the two companies in 2011.  We also expect operating
performance to benefit from strengthening leasing activity
(despite the still choppy global macro economy).  Prologis'
portfolio rent change on rollover was positive in the first
quarter of 2013, and we expect rents upon rollover to remain
positive during 2013."

The stable outlook reflects S&P's view that industrial
fundamentals will continue to improve during 2013 and that
Prologis's well-diversified global portfolio will experience
modest growth in NOI this year.  Further, S&P believes that
management will pursue development in a prudent manner such that
funding is leverage neutral and any speculative development is
largely limited to healthier global markets.

Longer term, S&P would raise the ratings further if FCC coverage
improves to the mid- to high-2x area, debt to EBITDA is sustained
closer to 6.5x, development achieves its expected returns and--
combined with land investments--remains moderate at less than 15%
of total assets.

While currently unlikely, S&P would lower the ratings if fixed
charge coverage fell below 1.7x or debt to EBITDA rose above 9.5x,
perhaps due to greater than expected levels of development that
were largely debt financed.


PROVIDENT FUNDING: Moody's Affirms 'Ba3' CFR, Stable Outlook
------------------------------------------------------------
Moody's Investors Service affirmed Provident Funding Associates,
L.P.'s Ba3 corporate family and senior secured debt ratings. In
addition, with Provident's announcement that it is tendering all
of its outstanding senior secured bonds, Moody's upgraded the
company's senior unsecured rating to Ba3 from B2.

Upon the retirement of all of the company's outstanding senior
secured bonds, the senior secured bond ratings will be withdrawn.
The rating outlook is stable.

Ratings Rationale:

On May 20, 2013, Provident announced its intention to issue $500
million of senior unsecured bonds maturing in 2021 to refinance
all of its outstanding $400 million of senior secured notes that
mature in April 2017 and for general corporate purposes.

The upgrade of Provident's senior unsecured bonds to Ba3, the same
as the company's corporate family rating, reflects the unsecured
bond's stronger position within the company's capital structure as
a result of the repayment of Provident's senior secured bonds.
While the unsecured bond covenants allow the company to issue up
to $175 million of senior secured debt, the senior unsecured bonds
would still have improved asset coverage subsequent to the
repayment of the secured bonds.

Provident's ratings incorporate the company's strong asset
quality, stable cash flow generation, low cost origination and
servicing platforms, as well as its adequate risk-adjusted
returns. The company's stable capital level is also a credit
positive. At the same time, the ratings are constrained by
Provident's limited franchise positioning in the highly
competitive residential mortgage market and its constrained
financial flexibility due to a high level of encumbered assets as
a result of its reliance on short-term secured funding.

The stable outlook reflects Moody's expectation that Provident
will be able to profitably grow while employing modest leverage.

An upgrade is unlikely at this time without a more robust funding
profile, particularly a reduction in reliance on short term
secured funding facilities, or a strengthening of franchise and
risk positioning.

Negative ratings pressure could develop in the event of a material
decline in profitability, increase in leverage or increase in
servicing portfolio delinquency rates.

Provident Funding Associates, L.P. was formed in 1992, as a
privately held mortgage banking company headquartered in San
Bruno, California. As of December 31, 2012, the company's net
worth was approximately $450 million.

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


PROVIDENT FUNDING: S&P Rates $500MM Sr. Unsecured Notes 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
rating on Provident Funding Associates L.P.'s $500 million senior
unsecured notes due in 2021.  S&P also assigned a '4' recovery
rating on the notes, which indicates its expectation for average
(30%-50%) recovery.  At the same time, S&P affirmed its 'B+'
issuer credit and senior unsecured ratings on Provident.  The
outlook remains stable.

The affirmation follows Provident's announcement that it will
issue $500 million of senior unsecured debt on top of the existing
$200 million of senior unsecured notes issued in 2011.  The
company will use the proposed issuance to retire its $400 million
of senior secured notes and for general corporate purposes.

"On balance, we view the new issuance as neutral to the rating,"
said Standard & Poor's credit analyst Stephen Lynch.  "On one
hand, the company's balance sheet will be less encumbered
following the close of these transactions.  In S&P's opinion, this
improves Provident's liquidity position since it believes it could
probably borrow some amount against these unencumbered assets in
the future.  On the other hand, the company is issuing
$100 million of incremental debt, which will increase its
leverage."

The stable outlook reflects S&P's expectation that Provident's
origination platform will expand with the broader U.S. housing
markets while the MSR portfolio grows organically.  S&P believes
earnings will return to their historically strong levels.

S&P could lower the rating if earnings and interest coverage
deteriorate materially, pushing EBITDA interest coverage (after
adjustments--excluding some nonrecourse debt) to less than 2.0x
for multiple quarters.  S&P could also downgrade Provident if
leverage, as measured by average nonrecourse debt to adjusted
EBITDA, exceeds 4x for multiple quarters without a credible plan
to return to historical levels of 1.5x-2.5x.  An upgrade is
unlikely while regulatory and competitive conditions remain in
flux.  When the industry stabilizes, S&P could upgrade the firm if
its competitive position continues to improve while leverage and
earnings remain consistent.


PUERTO DEL REY: Can Employ Acosta & Ramirez as Tax Consultant
-------------------------------------------------------------
Puerto del Rey, Inc. sought and obtained approval from the U.S.
Bankruptcy Court to employ Atty. Juan Acosta Reboyras of Acosta &
Ramirez Law Office, LLC as special tax consultant.

Acosta & Ramirez Law Office attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The firm's rates are:

      Professional                     Rates
      ------------                     -----
  Atty. Juan Acosta Reboyras           $260/hr
  Senior Associate                     $170/hr
  Paralegal                             $80/hr

The firm can be reached at:

         Juan Acosta Reboyras
         Acosta & Ramirez Law Office, LLC
         151 Tetuan Street, San Jose Cr.,
         Old San Juan, PR 00901
         Tel: (787) 977-1687
         Fax: (787) 977-1680
         E-mail: jar@acostaramirez.com

                  About Puerto del Rey

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


QUANTUM CORP: Peter Feld Held 17% Equity Stake as of May 13
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Peter A. Feld and his affiliates disclosed
that, as of May 13, 2013, they beneficially owned 44,243,875
shares of common stock of Quantum Corporation representing 17% of
the shares outstanding.  Mr. Feld previously reported beneficial
ownership of 42,568,875 common shares or 16.4% equity stake as of
March 13, 2013.  A copy of the amended filing is available at:

                        http://is.gd/6nkyHs

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

For the 12 months ended March 31, 2013, the Company incurred a net
loss of $52.41 million on $587.57 million of total revenue, as
compared with a net loss of $8.81 million on $652.37 million of
total revenue for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed
$371.14 million in total assets, $452.72 million in total
liabilities, and a $81.58 million stockholders' deficit.


QUANTUM FUEL: Incurs $6.9 Million Net Loss in First Quarter
-----------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., filed with the
U.S. Securities and Exchange Commission its quarterly report on
Form 10-Q disclosing a net loss attributable to stockholders of
$6.90 million on $4.40 million of total revenue for the three
months ended March 31, 2013, as compared with a net loss
attributable to stockholders of $7.81 million on $5.90 million of
total revenue for the same period a year ago.

"We are very pleased with the continued growth of the order flow
and new customer programs that we have added in recent months
which should become more visible in our operating results as we
move through the remainder of 2013 and into the future," said
Brian Olson, Quantum's president and chief executive officer.  Mr.
Olson continued, "We believe we have made tremendous strides in
bringing in new customers and programs that will accelerate growth
of future product sales in both the original equipment
manufacturer (OEM) segment and the aftermarket segment."

The Company's balance sheet at March 31, 2013, showed $58.40
million in total assets, $49.77 million in total liabilities and
$8.62 million in total stockholders' equity.

According to the regulatory filing, "We expect that our existing
sources of liquidity will not be sufficient to fund all of our
activities and debt service obligations through March 31, 2014.
In order for us to have sufficient capital to execute our business
plan, fund our operations and meet our debt obligations over this
twelve month period, we will need to raise additional capital,
monetize certain assets, and restructure certain debt obligations
of our continuing operations that mature in the second half of
2013.  We are considering various cost-effective capital raising
options and alternatives including the sale of Schneider Power
and/or other assets, arrangements with strategic partners, and the
sale of equity and debt securities.  Although we have been
successful in the past in raising capital, we cannot provide any
assurance that we will be successful in doing so in the future to
the extent necessary to be able to fund all of our growth
initiatives, operating activities and obligations through March
31, 2014, which raises substantial doubt about our ability to
continue as a going concern."

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

                        http://is.gd/s9AzOj

                         About Quantum Fuel

Lake Forest, Calif.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.


RADNOR HOLDINGS: Skadden Should Be Denied $4MM Fee, Ex-CEO Claims
-----------------------------------------------------------------
Kurt Orzeck of BankruptcyLaw360 reported that Radnor Holdings
Corp.'s former CEO on Friday told a Delaware federal bankruptcy
judge to deny SkaddenArps Slate Meagher &Flom LLP's $4 million fee
request because it helped a hedge fund net a $100 million windfall
by selling the bankrupt packaging company.

According to the report, Michael T. Kennedy, who was also Radnor's
majority shareholder, alleges that Skadden hid partners'
investments in Tennenbaum Capital Partners LLC when it bought
Radnor's debt and sold it at substantial profits.

                    About Radnor Holdings

Based in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactured and
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.  The Debtor
and its affiliates filed for chapter 11 protection on August 21,
2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M. Galardi,
Esq., and Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher
&Flom, LLP, in Wilmington, Del.; and Timothy R. Pohl, Esq.,
Patrick J. Nash, Jr., Esq., and Rena M. Samole, Esq., at Skadden,
Arps, Slate, Meagher &Flom, LLP, in Chicago, Ill., serve as the
Debtors' bankruptcy counsel.  When the Debtors filed for
protection from their creditors, they disclosed total assets of
$361,454,000 and total debts of $325,300,000.


READER'S DIGEST: A&M Approved as Committee's Financial Advisors
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of RDA Holding Co., et al., to retain Alvarez &
Marsal North America, LLC as its financial advisors.

As reported in the Troubled Company Reporter on April 10, 2013,
A&M will provide consulting and advisory services to the Committee
and its legal advisors as A&M and the Committee deem appropriate
and feasible in order to advise the Committee in the course of
these chapter 11 cases.  The professional services that A&M will
render to the Committee include the following:

     a) reviewing the Debtors' short term liquidity forecasts;

     b) preparing analyses required to assess the proposed DIP
        financing;

     c) reviewing the Debtors' business plan including assessing
        the feasibility of the Debtors;

     d) assisting in the evaluation of the potential sale of the
        business and review of capital structure alternatives;

     e) attending meetings with the Debtors, the Committee, the
        U.S. Trustee, other parties in interest and professionals
        hired by the same, as requested;

     f) assisting with the assessment of any potential avoidance
        actions that could result in unencumbered sources of
        recovery to the Committee;

     g) reviewing information regarding the Debtors' assets and
        liabilities including their investments in non-debtors,
        intercompany balances, third party claims, pension plans,
        and tax position;

     h) assisting in the review and/or preparation of information
        and analysis necessary for the confirmation of a plan in
        these chapter 11 cases, including an assessment of the
        Debtors' liquidation analyses and valuation analysis, and
        perform an independent valuation analysis if necessary;

     i) rendering such other general business consulting or such
        other assistance as the Committee or its counsel may deem
        necessary, consistent with the role of a financial advisor
        and not duplicative of services provided by other
        professionals in these chapter 11 cases.

A&M is not owed any amounts with respect to prepetition fees and
expenses.  A&M will seek compensation on a fixed monthly basis of
$150,000 per month for the pendency of these proceedings and a
completion fee of $750,000.  Beginning in month seven of A&M's
engagement (September 20l3), a credit of$50,000 per month shall be
applied against the Completion Fee, provided, however, that  the
monthly crediting shall not result in the Completion Fee being
less than $350,000.  The Completion Fee shall be earned and
payable upon the effective date of a Plan of Reorganization.

In addition, A&M will be reimbursed for the reasonable and actual
out-of-pocket expenses of A&M and the A&M professionals incurred
in connection with this assignment.

To the best of the Committee's knowledge, Alvarez & Marsal is a
"disinterested person," as that phrase is defined in Bankruptcy
Code Sec. 101(14), as modified by Bankruptcy Code Sec. 1107(b),
and does not hold or represent an interest adverse to the
estates.

                      About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands.  For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013,
with an agreement with major stakeholders for a pre-negotiated
chapter 11 restructuring.  Under the plan, the Debtor will issue
the new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.

Under the Plan, holders of allowed general unsecured claims in
such sub-class will receive their pro rata share of the GUC
distribution; holders of allowed general unsecured claims of
Reader's Digest will also receive their pro rata share of the RDA
GUC distribution and the senior noteholder deficiency claims in
such sub-class shall be deemed waived solely for purposes of
participating in the GUC distribution and the RDA GUC
distribution.

The Official Committee of Unsecured Creditors is represented by
Otterbourg, Steindler, Houston & Rosen, P.C.  The Committee tapped
Alvarez & Marsal North America, LLC, as financial advisors.


READER'S DIGEST: Plan Confirmation Hearing Set for June 28
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Reader's Digest Association scheduled a June 28
confirmation hearing for approval of the reorganization plan
modified to convert the official creditors' committee from an
opponent to a supporter.

According to the report, the $500,000 pot for unsecured creditors
was sweetened by $3.88 million, as reflected in a revised plan and
explanatory disclosure statement.  The negotiated changes raised
the unsecured creditors' recovery from 0.1 percent to 3 percent.

The U.S. Bankruptcy Court in White Plains, New York, approved
disclosure materials early this month.

The plan will complete an agreement negotiated before the February
Chapter 11 filing where holders of what amounts to $475 million in
second-lien floating-rate notes will become the owners in exchange
for debt.

                      About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands.  For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013,
with an agreement with major stakeholders for a pre-negotiated
chapter 11 restructuring.  Under the plan, the Debtor will issue
the new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


READER'S DIGEST: Deloitte & Touche OK'd as Accounting Consultant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized RDA Holding Co., et al., to employ Deloitte & Touche
LLP as accounting consultant and services provider.

Deloitte & Touche is expected to, among other things:

   a. design and execute an internal audit plan, as approved by
the Debtors and their audit committee;

   b. perform procedures with respect to the various approved
internal audit projects; and

   c. prepare a draft report with respect to each of these
approved internal audit projects.

Deloitte & Touche will render the following services:

   1. Auditing Services -- With respect to auditing services, the
Debtors are seeking to retain PwC as their independent external
auditors to assist the Debtors in performing their 2012 year-end
audit of their consolidated financial statements.  Professionals
at PwC have expended considerable time working with the Debtors'
management in connection with these services and that work is now
substantially complete.

   2. Tax and Accounting Services.  In addition to the limited
audit services, the Debtors have also retained EY LLP to provide
tax advisory services relating to analyzing the tax implications
of the Debtors' U.S. and international reorganization and
restructuring alternatives and certain routine on-call tax advice
for matters that are not anticipated to exceed $25,000 in
professional time.

   3. In connection with the Internal Audit Services, Deloitte &
Touche estimates that the professional services for the Internal
Audit Services will range between $700,000 and $800,000 inclusive
of amounts already paid prior to the Commencement Date.  Deloitte
& Touche has agreed that actual fees to be paid to Deloitte &
Touche for Internal Audit Services under the engagement will not
exceed $800,000 without prior approval from the Debtors.

   4. For the Accounting Advisory Services provided to the
Debtors, Deloitte & Touche expects to bill the Debtors on a time
and materials basis at hourly rates ranging from $235 for
Consultants to $400 for partners, principals and directors.
Deloitte & Touche has not received any amounts from the Debtors on
account of the Accounting Advisory Services.

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

                      About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands.  For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013,
with an agreement with major stakeholders for a pre-negotiated
chapter 11 restructuring.  Under the plan, the Debtor will issue
the new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.

Under the Plan, holders of allowed general unsecured claims in
such sub-class will receive their pro rata share of the GUC
distribution; holders of allowed general unsecured claims of
Reader's Digest will also receive their pro rata share of the RDA
GUC distribution and the senior noteholder deficiency claims in
such sub-class shall be deemed waived solely for purposes of
participating in the GUC distribution and the RDA GUC
distribution.

The Official Committee of Unsecured Creditors is represented by
Otterbourg, Steindler, Houston & Rosen, P.C.  The Committee tapped
Alvarez & Marsal North America, LLC, as financial advisors.


READER'S DIGEST: Duff & Phelps OK'd as Valuation Services Provider
------------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized RDA Holding Co., et al.,
to employ Duff & Phelps, LLC as valuation services provider.

As reported in the Troubled Company Reporter on April 24, 2013,
Duff & Phelps, will render valuation services in connection with
(i) the estimation of a hypothetical liquidation analysis in
connection with the Reorganization Plan and the Proposed
Disclosure Statement, and (ii) fresh start asset valuation
services, all in accordance with the terms and conditions set
forth in the Engagement Letters, nunc pro tunc to the Petition
Date.

The Debtors will compensate Duff & Phelps in accordance with the
terms and conditions of the Engagement Letters, which provide that
Duff & Phelps will charge the Debtors for the Fresh Start
Valuation Services on an hourly basis ranging from $90 to $145 for
Administrative Staff to $715 to $950 for Managing Directors.  Duff
& Phelps has agreed to perform the Liquidation Valuation Services
for a flat fee of $125,000 with any fees for any consultation or
other related services to be performed for the Debtors subsequent
to delivery of its final liquidation analysis to be charged at the
previously stated hourly rates.  In addition to the fees, the
Debtors will reimburse Duff & Phelps for any direct expenses
incurred in connection with Duff & Phelps's retention in these
chapter 11 cases and the performance of the Services set forth in
the Engagement Letters.

To the best of the Debtors' knowledge, Duff & Phelps is a
"disinterested person," as that phrase is defined in Bankruptcy
Code Sec. 101(14), as modified by Sec. 1107(b), and does not hold
or represent an interest adverse to the estates.

                      About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands.  For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013,
with an agreement with major stakeholders for a pre-negotiated
chapter 11 restructuring.  Under the plan, the Debtor will issue
the new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.

Under the Plan, holders of allowed general unsecured claims in
such sub-class will receive their pro rata share of the GUC
distribution; holders of allowed general unsecured claims of
Reader's Digest will also receive their pro rata share of the RDA
GUC distribution and the senior noteholder deficiency claims in
such sub-class shall be deemed waived solely for purposes of
participating in the GUC distribution and the RDA GUC
distribution.

The Official Committee of Unsecured Creditors is represented by
Otterbourg, Steindler, Houston & Rosen, P.C.  The Committee tapped
Alvarez & Marsal North America, LLC, as financial advisors.


READER'S DIGEST: Panel Can Hire Otterbourg Steindler as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of RDA Holding Co., et al., to retain Otterbourg,
Steindler, Houston & Rosen, P.C., as its counsel.

As reported in the Troubled Company Reporter on March 25, 2013,
Otterbourg will charge for its legal services on an hourly basis
in accordance with its ordinary and customary hourly rates and for
its actual out-of-pocket disbursements incurred.   The range of
hourly rates currently charged by OSH&R is:

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

Scott L. Hazan, Esq., a member of Otterbourg, Steindler, Houston &
Rosen, P.C., assures the Court that his firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                      About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands.  For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013,
with an agreement with major stakeholders for a pre-negotiated
chapter 11 restructuring.  Under the plan, the Debtor will issue
the new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.

Under the Plan, holders of allowed general unsecured claims in
such sub-class will receive their pro rata share of the GUC
distribution; holders of allowed general unsecured claims of
Reader's Digest will also receive their pro rata share of the RDA
GUC distribution and the senior noteholder deficiency claims in
such sub-class shall be deemed waived solely for purposes of
participating in the GUC distribution and the RDA GUC
distribution.

The Official Committee of Unsecured Creditors is represented by
Otterbourg, Steindler, Houston & Rosen, P.C.  The Committee tapped
Alvarez & Marsal North America, LLC, as financial advisors.


RESIDENTIAL CAPITAL: Seeks to Pay $800MM to 9.625% Noteholders
--------------------------------------------------------------
Residential Capital LLC and its affiliates seek the Bankruptcy
Court's authority to partially satisfy the outstanding secured
claims of the holders of the 9.625% Junior Secured Guaranteed
Notes due 2015, issued by Debtor Residential Capital LLC in the
amount of $800 million.

Through the partial satisfaction of the secured claims, the
Debtors aim to reduce the potential accrual of postpetition
interest, according to Gary S. Lee, Esq., at Morrison & Foerster
LLP, in New York.

Mr. Lee tells the Court that, in evaluating whether to make the
proposed payment, the Debtors have considered the fact that they
are not currently receiving any meaningful return for the
approximately $4.1 billion gross sale proceeds received from the
sale of their business platform and legacy loan portfolio.

According to Marc D. Puntus -- mpuntus@centerviewpartners.com --
partner and co-head of the restructuring group at Centerview
Partners LLC, financial advisor to the Debtors, the Debtors used
the cash proceeds from the sale of their assets to pay off in full
the Ally Financial Inc. DIP Facility and the Barclays DIP
Facility, as well as other prepetition facilities, including the
Citibank MSR Facility and the FNMA EAF Facility.  As of March 31,
2013, the Debtors have approximately $3.5 billion net cash
(excluding restricted cash), of which $1.7 billion in cash
constitutes proceeds of the collateral securing AFI Senior Secured
Credit Facility and the Junior Secured Notes, plus substantial
other assets remaining to be monetized.

Mr. Lee adds the Debtors also considered that the Junior Secured
Noteholders have represented to the Debtors and the Court that
they are oversecured and therefore entitled to the payment of
postpetition interest on their prepetition secured debt.

The Debtors believe that the Junior Secured Noteholders are
significantly undersecured.  Indeed, the Debtors and the Official
Committee of Unsecured Creditors have each filed complaints
contesting the validity of certain liens and claims asserted by
the Junior Secured Noteholders.  Nonetheless, there is a risk
that the Junior Secured Noteholders may prevail in the Adversary
Proceedings, Mr. Lee says.  In the event the Junior Secured
Noteholders demonstrate that they are oversecured and entitled to
postpetition interest, that interest will have accrued at a rate
of up to 10.625% from the Petition Date to the present.

Mr. Lee adds that in the event the Junior Secured Noteholders are
oversecured, the Debtors currently would be incurring an
estimated liability of approximately $20 million per month in
postpetition interest on the JSN Secured Claims.  Each dollar of
interest that accrues on the Junior Secured Notes is one less
dollar available for distribution to the Debtors' unsecured
creditors, Mr. Lee asserts.  Thus, the potential postpetition
interest obligation could erode the recoveries to unsecured
creditors.

Even if the Debtors and the Committee are successful on every
count asserted in the Adversary Proceeding, they agreed that it
is likely that the Junior Secured Noteholders' claims are secured
by at least $800 million of collateral, Mr. Lee tells the Court.

For the reasons stated, the Debtors believe it is in the best
interests of their estates and all stakeholders to make the
proposed payment on account of thee JSN Secured Claims prior to
either the resolution of the Adversary Proceedings or the
effective date of a plan of reorganization.

A hearing on the request will be held on June 12, 2013 at 10:00
a.m. (prevailing Eastern time).  Objections are due June 3.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Talcott Wants Testimony Included in Trial
--------------------------------------------------------------
The Talcott Franklin Investors Group asked Judge Martin Glenn to
deny the motion by the unsecured creditors' committee in
Residential Capital's cases to preclude testimony of Talcott
Franklin at the hearing on the proposed $8.7 billion settlement.

The committee had argued that the bankruptcy court refused at the
Sept. 19, 2012 hearing to permit the depositions of either the
outside counsel of Residential Capital or the counsel representing
the two sets of investors, including Mr. Franklin.

In a court filing, TFIG said the court's decision at the Sept. 19
hearing concerned the permissibility of deposing ResCap's counsel
and "had no bearing" on whether the committee could depose Mr.
Franklin, a lawyer at Texas-based firm Talcott Franklin P.C.

"Mr. Franklin's deposition was not raised, discussed or in any
way adjudicated at the hearing," said Aaron Cahn, Esq. --
cahn@clm.com -- at Carter Ledyard & Milburn LLP, in New York.

The TFIG lawyer also said Mr. Franklin should not be precluded
from testifying as to matters that are "highly relevant" and
would be beneficial to the court in its evaluation of the
settlement.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Rothstein Argues Right to Pursue Ally Claims
-----------------------------------------------------------------
Plaintiffs in the class action captioned Rothstein, et al. v.
GMAC Mortgage, LLC, et al., No. 1:12-CV-3412-AJN (S.D.N.Y), argue
that Ally Financial Inc. and Ally Bank are not entitled to the
relief they sought, specifically, the enforcement of the
automatic stay by enjoining the prosecution of purported alter-
ego and veil-piercing claims.

As reported in the Jan. 16, 2013 edition of the TCR, Ally
Financial Inc. and Ally Bank are asking the Bankruptcy Court to
enforce the automatic stay by (a) enjoining the plaintiffs in the
putative class action entitled Landon Rothstein, et al. v. GMAC
Mortgage, LLC, et al., No. 1:12-cv-03412-AJN (S.D.N.Y.) and their
attorneys from pursuing the claims they assert in the Class Action
against Ally and (b) declaring the assertion of those claims in
the Class Action void ab initio.

The Rothstein Plaintiffs assert that as to Ally Bank, the premise
of the motion is false.  The Rothstein Plaintiffs tell the
Bankruptcy Court that they do not assert any alter-ego or veil-
piercing claims against Ally Bank.  Rather, they only assert
claims for agency liability and contract liability against Ally
Bank, Mark A. Strauss, Esq., at Kirby McInerney LLP, in New York,
says.  Those claims are direct and personal, not conceivably
derivative or otherwise property of the estate, and not subject
to the automatic stay, Mr. Strauss tells the Court.

The automatic stay is also inapplicable to the Rothstein
Plaintiffs' claims against AFI because the Plaintiffs allege
direct claims based on AFI's own independent violations and
breaches of duty, Mr. Strauss further argues.  The Plaintiffs'
alter-ego and veil-piercing claims against AFI are based on
allegations of "particularized injury," not "generalized" injury
as AFI and Ally Bank contended, he says.

The Plaintiffs are represented by:

         Mark A. Strauss, Esq.
         J. Brandon Walker, Esq.
         KIRBY McINERNEY LLP
         825 Third Avenue, 16th Floor
         New York, NY 10022
         Tel: (212) 371-6600
         Fax: (212) 751-2540
         Email: mstrauss@kmllp.com
                bwalker@kmllp.com

                          Ally Responds

Ally argues that, rather than supporting their position, the
Plaintiffs' Objection highlights the need to enforce or extend
the automatic stay to enjoin prosecution of the class action
against Ally, by confirming that the Plaintiffs' claims and the
damages they seek are entirely dependent on the conduct of Debtor
GMAC Mortgage Inc.  Indeed, Ally notes, the Plaintiffs filed
their Proofs of Claim against GMACM and Residential Capital, LLC,
which merely attach and incorporate their original Complaint and
the Amended Complaint in the Class Action.  Thus, the only way
the Plaintiffs can prove their claims in the Class Action is by
proving the conduct of GMACM.  Not only are the Plaintiffs'
claims in the Class Action identical to the claims asserted in
the Proofs of Claim, but those claims undeniably overlap with the
Debtors' claims against Ally that are the subject of the
Chapter 11 Examiner's investigation and that will be addressed in
any chapter 11 plan.

                        *     *     *

The hearing on the motion will be on June 12, 2013, at 10:00 a.m.
The reply deadline for the Motion is June 5.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Starts Filing of Omnibus Claims Objections
---------------------------------------------------------------
Residential Capital LLC and its affiliates object, and ask the
Court, to disallow 134 claims for being filed beyond the claims
bar date, for being duplicative of previously filed claims, and
for amending and superseding previously filed claims:

   -- 30 late-filed claims, a schedule of which is available
      At http://bankrupt.com/misc/RESCAP1stOO.pdf

   -- 12 duplicate claims, a schedule of which is available
      At http://bankrupt.com/misc/RESCAP2ndOO.pdf

   -- 92 amended and superseded claims, a schedule of which is
      available at http://bankrupt.com/misc/RESCAP3rdOO.pdf

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RG STEEL: Wins Approval to Hire Gellert as Special Counsel
----------------------------------------------------------
RG Steel LLC received the green light from Bankruptcy Judge Kevin
Carey to hire Gellert Scali Busenkell & Brown, LLC, as its special
Delaware counsel.

Gellert will assist ASK LLP, RG Steel's special counsel, in the
prosecution of avoidance actions, and the litigation and
collection of accounts receivable claims.

The firm will be paid directly by ASK, separate and apart from any
collections recovered by ASK on behalf of the estates.

                          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.


REVSTONE INDUSTRIES: Gets an Extension to File Chapter 11 Plan
--------------------------------------------------------------
Stephanie Gleason, writing for Dow Jones Newswires' Daily
Bankruptcy Review, reported that Revstone Industries LLC will
continue to control its bankruptcy case for at least two more
months as it seeks to auction a group of its assets.

According to the report, Judge Brendan Shannon of the U.S.
Bankruptcy Court in Wilmington, Del., said Thursday that Revstone
will have the exclusive right to file a Chapter 11 plan until July
31 and can solicit support for that plan until Sept. 30.

Without this extension, creditors, who have already tried to wrest
the case from Revstone's control, would be allowed to file and
solicit support for alternative restructuring plans, complicating
or preventing Revstone's preferred path to exit bankruptcy, the
report said.

Creditors, including General Motors Co. and the U.S. Department of
Labor, have requested that the court appoint a Chapter 11 trustee
to administer the case going forward, arguing that it was
Revstone's mismanagement that landed it in bankruptcy to begin
with, the report related.

Revstone's management, including owner George Hofmeister, has
"exhibited disabling self-interest, incompetence and gross
mismanagement," leading to the company's bankruptcy filing and
continuing during its Chapter 11 case, the committee representing
unsecured creditors said in court documents, the report further
related.

          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.


ROTECH HEALTHCARE: Equity Committee Survives, Financing Approved
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that shareholders of Rotech Healthcare Inc. defeated the
company's attempt to disband the stockholders' official committee,
although they failed to block final approval of $30 million in
secured financing provided by Silver Point Finance LLC, a lender
on an existing term loan.

The report relates that the bankruptcy judge in Delaware approved
the loan designed to finance the bankruptcy.  A May 16 hearing for
approval of disclosure materials is being pushed back to a later
date, according to court records.

According to the report, the Debtor proposed a plan offering
10 cents a share to existing stockholders.  The committee says the
court shouldn't accept the company's contention that the business
"is insolvent by between $128 million and $188 million."

Rotech's reorganization plan was negotiated in advance of the
Chapter 11 filing.  The $290 million in 10.5 percent second-lien
notes are to be exchanged for the new equity.  Trade suppliers are
to be paid in full, if they agree to continue providing credit.
The existing $23.5 million term loan would be paid in full, and
the $230 million in 10.75 percent first-lien notes will be
amended.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.


SAAB AUTOMOBILE: 3 Former Execs Arrested in Sweden for Tax Evasion
------------------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that Swedish
authorities on Monday reportedly arrested three former executives
of recently bankrupt Saab Automobile AB, including the carmaker's
ex-general counsel, on charges of accounting fraud stemming from
purported tax evasion.

The Swedish Economic Crime Authority, or Ekobrottsmyndigheten,
took the three into custody over allegations of aggravated tax
evasion at Saab from 2010 through 2011, according to Sveriges
Radio, Sweden's public radio station, the BLaw report related.

Chief Prosecutor Olof Sahlgren said former Saab General Counsel
Kristina Geers is among those who were arrested, but declined to
name the other two executives, the report added.

            About Saab Automobile AB and Saab Cars N.A.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab halted production in March 2011 when it ran out of
cash to pay its component providers.  On Dec. 19, 2011, Saab
Automobile AB, Saab Automobile Tools AB and Saab Powertain AB
filed for bankruptcy after running out of cash.

Some of Saab's assets were sold to National Electric Vehicle
Sweden AB, a Chinese-Japanese backed start-up that plans to make
an electric car using Saab Automobile's former factory, tools and
designs.

On Jan. 30, 2012, more than 40 U.S.-based Saab dealerships filed
an involuntary Chapter 11 petition for Saab Cars North America,
Inc. (Bankr. D. Del. Case No. 12-10344).  The petitioners,
represented by Wilk Auslander LLP, assert claims totaling US$1.2
million on account of "unpaid warranty and incentive
reimbursement and related obligations" or "parts and warranty
reimbursement."  Leonard A. Bellavia, Esq., at Bellavia Gentile &
Associates, in New York, signed the Chapter 11 petition on behalf
of the dealers.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December
an outside administrator, McTevia & Associates, to run the
company as part of a plan to avoid immediate liquidation
following its parent company's bankruptcy filing.

On Feb. 24, 2012, the Court granted Saab Cars NA relief under
Chapter 11 of the Bankruptcy Code.

Donlin, Recano & Company, Inc., was retained as claims and
noticing agent to Saab Cars NA in the Chapter 11 case.

On March 9, 2012, the U.S. Trustee formed an official Committee
of Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SABRA HEALTH: Moody's Rates $200MM Debt Issuance 'B1'
-----------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$200 million senior unsecured debt being co-issued by Sabra Health
Care Limited Partnership and Sabra Capital Corp, wholly-owned
subsidiaries of Sabra Health Care REIT, Inc. The rating outlook is
stable.

The following ratings were assigned with a stable outlook:

Sabra Health Care Limited Partnership --$200 million senior
unsecured debt at B1; senior unsecured shelf at (P)B1.

Sabra Capital Corporation --$200 million senior unsecured debt at
B1; senior unsecured shelf at (P)B1.

Sabra Health Care REIT, Inc. -- preferred stock shelf at (P)B3.

Ratings Rationale:

Moody's notes that $114 million of proceeds from the proposed $200
million bond offering will be used to redeem a portion of the
REIT's 2018 senior notes, with the remaining excess proceeds
funding future acquisitions and general corporate purposes. The
REIT is effectively lengthening its debt maturity profile with
this transaction and enhancing liquidity for continued growth.

Sabra's B1 senior unsecured rating reflects the REIT's small size,
early stage of growth, and tenant concentration with Genesis
HealthCare LLC, the parent company of Sun Healthcare Group, Inc.
Sabra's asset type concentration in skilled nursing facilities
(SNFs) also remains a key credit challenge as this sector is
highly regulated and dependent on government reimbursements
through Medicare and Medicaid, which Moody's views as particularly
at risk for rate cuts in the current fiscal environment.

As key credit strengths, Moody's notes that Sabra has demonstrated
substantial progress in growing its portfolio and reducing its
former 100% tenant concentration with Sun. Genesis, who recently
acquired Sun, comprised 63% of Sabra's annualized revenues as of
1Q13 and Moody's expects this concentration will decrease further
as the REIT continues its active pace of growth. Moody's also
views favorably Sabra's strategic focus on increasing its presence
in private pay senior housing investments.

Sabra has sufficient financial capacity to fund continued growth.
The REIT had $248 million of liquidity as of 1Q13, including $54
million of cash and $194 million available on its secured
revolver. Proceeds from the proposed $200 million senior unsecured
offering will be used to partially redeem its 2018 senior notes
($114 million to be clawed back), with the balance increasing the
REIT's cash position until it can be reinvested in acquisitions.
Sabra has no significant debt maturities until 2015 when its line
and $87 million of mortgages come due. Moody's also notes that the
REIT's modest leverage profile and sound fixed charge coverage are
additional credit positives supporting its ratings.

The stable outlook reflects Moody's expectation that Sabra will
continue to execute on its strategic growth and diversification,
while maintaining modest leverage and sound liquidity.

Moody's indicated that a rating upgrade would likely reflect
reduced tenant concentration (largest tenant less than 50% of
revenues), maintenance of fixed charge coverage above 2.5x and Net
Debt/EBITDA below 6x on a sustained basis. Sound property coverage
ratios across all significant leases would also be necessary for a
ratings upgrade.

Negative rating pressure would likely result from sustained,
substantial deterioration in property coverage ratios, fixed
charge coverage below 2.2x, or material increases in secured debt,
which could create subordination and pressure on the senior
unsecured debt rating.

The last rating action with respect to Sabra Health Care REIT,
Inc. was on March 14, 2013, when Moody's assigned a B3 rating to
the REIT's debut preferred stock issuance.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.

Sabra Health Care REIT, Inc. [Nasdaq: SBRA] is a self-managed real
estate investment trust that, through its subsidiaries, owns and
invests in real estate serving the healthcare industry. Sabra
leases properties to tenants and operators throughout the United
States. As of March 31, 2013, Sabra's portfolio included 119 real
estate properties held for investment and leased to
operators/tenants under triple-net lease agreements (consisting of
(i) 96 skilled nursing/post-acute facilities, (ii) 22 senior
housing facilities, and (iii) one acute care hospital), three
mortgage loan investments and two preferred equity investments.


SABRA HEALTH: S&P Rates $200MM Senior Notes Due 2023 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue rating
and '2' recovery rating to Sabra Health Care L.P.'s and Sabra
Capital Corp.'s (collectively Sabra) proposed $200 million senior
notes due 2023.  S&P's '2' recovery rating indicates its
expectation for a substantial (70%-90%) recovery in the event of
default.

The company intends to use net proceeds to redeem 35% of its
$325 million 8.125% senior unsecured notes due 2018, under the
clawback provision of the existing indenture, and for general
corporate purposes, which may include acquisitions.

The new notes will be fully and unconditionally guaranteed,
jointly and severally, on an unsecured basis, by Sabra Health Care
REIT and certain of its other existing and, subject to certain
exceptions, future material subsidiaries.  The new notes will rank
junior to all senior secured debt to the extent of the value of
the collateral securing such debt and pari passu with all senior
unsecured debt.  Financial covenants governing the new notes will
be substantially similar to the covenants governing the company's
8.125% senior unsecured notes due 2018, with the exception of
certain baskets.

The new notes will initially increase financial leverage but
modestly strengthen coverage metrics, based on S&P's estimate for
favorable terms of the refinancing.  S&P estimates that Sabra's
EBITDA-based credit metrics will remain within the contemplated
range of its base-case scenario analysis in 2013, when adjusted
for the proposed notes.  S&P's current base-case scenario assumes
1.5% same-store revenue growth and $180 million of 8.5% leverage-
neutral new investments in the latter part of 2013.  Under this
scenario, S&P estimates that debt plus preferred to EBITDA will
decline to 5.3x-5.7x in 2013 (from 6.2x in 2012) and fixed-charge
coverage will strengthen to 2.4x-2.6x (from 2.3x).

S&P's stable outlook on the company reflects its expectation for
steady near-term core cash flow due to negligible near-term lease
expirations, adequate liquidity, and profitable leverage-neutral
investments leading to modest improvement in EBITDA-based credit
metrics.

S&P would consider lowering the ratings if debt plus preferred to
EBITDA exceeds 7.5x or fixed-charge coverage dips below 1.8x due
to leveraged growth and/or restructuring of leases for tenants
that can't absorb potential future reimbursement cuts.  S&P would
also consider lowering the ratings if liquidity becomes less than
adequate due to tight covenant headroom.

Near-term upgrades remain unlikely due to Sabra's smaller and less
diversified revenue base, and less-flexible capital structure.

RATING LIST

Sabra Health Care REIT Inc.
Sabra Health Care L.P.
Sabra Capital Corp.
Corporate credit rating                B+/Stable/--

New Rating
Sabra Health Care L.P.
Sabra Capital Corp.
$200 mil. unsecured notes due 2023     BB-
  Recovery rating                       2


SAN BERNARDINO, CA: CalPers Wants Winston & Strawn Disqualified
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that California Public Employees' Retirement System, says
the law firm Winston & Strawn LLP must be disqualified from
continuing to represent National Public Finance Guarantee Corp. in
the Chapter 9 municipal bankruptcy of San Bernardino, California.

According to the report, CalPers, California's public employees'
retirement fund, described in papers filed May 17 how Winston
hired away a partner and two associates from the Charlotte, North
Carolina, office of K&L Gates LLP.  Those lawyers billed 500 hours
working for CalPers in the San Bernardino bankruptcy.

CalPers argues that it's mandatory for the court to bar Winston
from further representing National because National and CalPers
are adversaries in the San Bernardino bankruptcy.

At the June 13 hearing on the disqualification motion, CalPers
will argue that a so-called ethical screen isn't sufficient.
CalPers and National are opponents of one another because National
contends CalPers should be required to take less than full payment
like other creditors.

                   About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SAN DIEGO HOSPICE: Files Joint Liquidating Plan With Committee
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that San Diego Hospice & Palliative Care Corp. and the
official creditors' committee jointly filed a liquidating Chapter
11 plan at the end of last week along with an explanatory
disclosure statement.

According to the report, there will be a June 27 hearing in U.S.
Bankruptcy Court in San Diego for approval of disclosure materials
telling unsecured creditors with claims from $12 million to $16
million why their recovery may range from nothing to 43 percent.

The report notes that the estimated unsecured claims don't include
claims resulting from termination of contracts and leases or
claims of employees for mass firings.  The disclosure statement
tells unsecured creditors their recovery depends on success in
lawsuits and in reducing claims.  The disclosure statement pegs
recoveries in lawsuits from nothing to $3 million.

The principal asset, an unused 24-bed hospice facility, is in the
process of being sold to Scripps Health for $16.55 million.
Although the court approved the sale in April, the transfer can't
be completed until California regulators also give approval.

                      About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Cal. Case No. 13-01179) in San Diego on
Feb. 4, 2013.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

The Debtor scheduled $20,369,007 in total assets and $14,888,058
in total liabilities.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.

The Debtor will sell its unused 24-bed hospice facility for $10.7
million to Scripps Health unless a better bid turns up at an
April 30 auction.


SCHOOL SPECIALTY: U.S. Trustee Files Plan Objection
---------------------------------------------------
BankruptcyData reported that the U.S. Trustee assigned to the
School Specialty case filed with the U.S. Bankruptcy Court an
objection to the Company's Amended Joint Plan of Reorganization.

The Trustee asserts, "The Debtors' Plan is not confirmable because
it contains releases to be given by the Debtors in favor of
numerous non-debtor parties who have not made a 'substantial
contribution' to the Plan, and which otherwise fail to comply with
the elements required for such releases under applicable law," the
BData report said, citing court documents.

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.


SCOOTER STORE: Given Final Approval for $10 Million Secured Loan
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Scooter Store Inc. received final court approval on
May 17 for $10 million in secured financing provided by second-
lien creditor Crystal Financial LLC.

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.

The company is 66.8 percent owned by Sun Capital Partners Inc.,
owed $40 million on a third lien.  In addition to Sun's debt and
$25 million on a second lien owing to Crystal Financial LLC, there
is a $25 million first-lien revolving credit owing to CIT
Healthcare LLC as agent.  Crystal is providing $10 million in
financing for bankruptcy.


SEAN DUNNE: Ulster Bank Seeks Irish Bankruptcy
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ulster Bank said in papers filed on May 17 that Sean
Dunne, the Irish real estate developer who filed bankruptcy on
March 30 in Bridgeport, Connecticut, should be in bankruptcy
simultaneously in Ireland.

The Dublin-based bank contends Dunne is an "Irish national with
Irish debts and Irish assets."  His connections with the
U.S. are "tenuous," according to the bank.  The bank initiated
involuntary bankruptcy proceedings in Ireland six week before
Dunne filed for Chapter 7 bankruptcy in the U.S. The U.S.
proceedings automatically stopped the bank from serving papers on
Dunne commencing the Irish bankruptcy in earnest.

Pointing to Dunne's own lists of assets and liabilities, the bank
says that all of his real estate and bank accounts are in Ireland
while all creditors are outside the U.S., mostly in Ireland.

The bank says there should be parallel bankruptcies in the U.S.
and Ireland, with courts in the two countries eventually
developing a protocol for working together.  The bank isn't
seeking to have the U.S. bankruptcy dismissed.

A hearing date is yet to be set on the bank's motion.  The bank
says it has a judgment for 164.6 million euros ($211.8 million)
against Dunne. The bank says Dunne owes it about 300 million euros
on guarantees and 18 million euros on a personal loan.

                       About Sean Dunne

Irish real estate developer Sean Dunne filed a liquidating
Chapter 7 bankruptcy petition (Bankr. D. Conn. Case No. 13-50484)
on March 30, 2013, in Bridgeport, Connecticut.  Mr. Dunne says he
now lives and works in Connecticut.

Mr. Dunne said he filed for bankruptcy in the U.S. because Ulster
Bank was applying to an Irish court for permission to commence
bankruptcy proceedings there.

The formal lists of property and debt Dunne filed in May in the
U.S. court shows assets with a total claimed value of $55.2
million and liabilities totaling $942.2 million.  The assets
include $40.8 million of real estate, all in Ireland. Among the
$280.2 million in secured creditors and $612.2 million in
unsecured creditors, almost all are in Ireland.


SPANISH BROADCASTING: Incurs $5.2-Mil. Net Loss in 1st Quarter
--------------------------------------------------------------
Spanish Broadcasting System, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss applicable to common stockholders of $5.23
million on $39.10 million of net revenue for the three months
ended March 31, 2013, as compared with a net loss applicable to
common stockholders of $6.14 million on $32.09 million of net
revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $473.63
million in total assets, $432.31 million in total liabilities,
$92.34 million in cumulative exchangeable redeemable preferred
stock, and a $51.03 million total stockholders' deficit.

"We generated double digit increases in our revenue and cash flow
during the first quarter," commented Raul Alarcon, Jr., Chairman
and CEO.  "We are benefitting from the investments we have made in
our multi-media platform and sales efforts, as we expand our
revenue profile and drive creative marketing opportunities for our
advertising partners.  Leveraging our audience reach and
relationships in the talent arena, we have increasingly
demonstrated our ability to drive attendance at special events and
deliver returns on our investment.  At the same, we continue to
carefully manage our costs and expect our TV operations to return
to profitability for the remainder of the year.  Our audience
shares have remained strong and we are seeing an improvement in
the advertising environment.  As a result, we remain optimistic
that we can continue to generate improved results in the year
ahead."

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

                        http://is.gd/ElYrXS

                       Annual Meeting on June 7

The annual meeting of the stockholders of the Company will be held
on June 7, 2013.  The close of business on April 9, 2013, was the
record date for determining the stockholders of the Company who
are entitled to notice of, and to vote at, the Annual Meeting.

                        Accountant Dismissed

On May 9, 2013, the Audit Committee of the Board of Directors of
Spanish Broadcasting approved the dismissal of KPMG LLP as the
Company's independent registered public accountant, effective as
of the date of KPMG's completion of the review services for the
first quarter ending March 31, 2013, and the filing of the
Company's 2013 Quarterly Report on Securities and Exchange
Commission Form 10-Q.  The Board of Directors ratified that
decision, also on May 9, 2013.

The reports of KPMG on the Company's consolidated financial
statements for the fiscal years ended Dec. 31, 2012, and 2011 did
not contain any adverse opinion or disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope or
accounting principles.

During the Company's fiscal years ended Dec. 31, 2012, and 2011,
and through May 9, 2013, the date of KPMG's dismissal, (i) there
were no disagreements between the Company and KPMG.

The Audit Committee approved the appointment of Crowe Horwath LLP
as the Company's independent registered public accounting firm to
perform independent audit services beginning with the fiscal year
ending Dec. 31, 2013.  The Board of Directors ratified that
decision, also on May 9, 2013.  During the Company's fiscal years
ending Dec. 31, 2012, and 2011 and through May 9, 2013, neither
the Company, nor anyone on its behalf, consulted Crowe Horwath.

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

Spanish Broadcasting reported a net loss available to common
stockholders of $11.21 million in 2012, as compared with net
income available to common stockholders of $13.77 million during
the prior year.

                        Bankruptcy Warning

"We have experienced a decline in the level of business activity
of our advertisers, which has, and could continue to have, an
adverse effect on our revenues and profit margins.  In addition,
some of our advertisers and clients could experience serious cash
flow problems due to the slow economic recovery.  As a result,
they may attempt to renegotiate or cancel orders with us or alter
payment terms.  Our advertisers may be forced to reduce their
production, shut down their operations or file for bankruptcy
protection, which could have a material adverse effect on our
business.  Any further deterioration in the U.S. economy, any
worsening of conditions in the credit markets, or even the fear of
such a development, could intensify the adverse effects of these
difficult market conditions on our results of operations," the
Company said in its annual report for the year ended Dec. 31,
2012.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  "The rating action reflects
S&P's expectation that, despite very high leverage, SBS will have
adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs until
its term loan matures on June 11, 2012," said Standard & Poor's
credit analyst Michael Altberg.

As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings
Services revised its rating outlook on Miami, Fla.-based Spanish
Broadcasting System Inc. (SBS) to negative from stable.  "We also
affirmed our existing ratings on the company, including the 'B-'
corporate credit rating," S&P said.


SPECIALTY PRODUCTS: Asbestos Claims Estimated at $1.17 Billion
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has issued
an opinion estimating the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding Corp. at approximately $1.17 billion.  The estimation
hearing represents one step in the legal process in helping to
determine the amount of potential funding for a 524(g) asbestos
trust.

According to a statement by RPM International, Inc., Bondex and
SPHC firmly believe that the opinion substantially overstates the
amount of their liability and is not supported by the facts or the
law.

The Debtors intend to appeal.  It is anticipated that the appeal
process could take an additional two to three years.

Through the Chapter 11 proceedings, the Debtors intend ultimately
to establish a trust in accordance with Section 524(g) of the
Bankruptcy Code and seek the imposition of a channeling injunction
that will direct all future Bondex-related and SPHC-related claims
to the trust.  It is anticipated that the trust will compensate
claims at appropriate values established by the trust documents
and approved by the bankruptcy court.

                          Nuisance Suits

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Judge Fitzgerald, in her 51-page opinion, rejected
the companies' argument that settlements in the past were on
account of nuisance suits where there was no actual liability and
therefore should be disregarded in calculating actual claims to be
handled in a Chapter 11 plan.

The companies, both units of Rust-Oleum maker RPM International
Inc., were having Judge Fitzgerald make the estimation as part of
their Chapter 11 reorganization, begun in May 2010.  Judge
Fitzgerald, in Pittsburgh, has been tapped to hear many of the
asbestos-related bankruptcies pending in the jurisdiction overseen
by the U.S. Court of Appeals in Philadelphia.

According to the report, Judge Fitzgerald, ruling in the case
pending in U.S. Bankruptcy Court in Delaware, accepted what she
called the "traditional analysis" proffered by the claimants' two
experts.  She didn't "credit" the testimony and "declined to
accept" the methodology used by the companies' expert, who pegged
the liability at $300 million to $575 million at net present
value.

The companies' expert said that settlements in the past for
$50,000 or less were "nuisance" suits "unrelated to damages the
claimants suffered." The expert therefore gave them "zero" value
in his estimation, resulting in a reduction of $600 million to
$435 million.  The judge said the companies' past settlements "are
not consistent with this new-found theory" where they "deny
virtually any liability for present or future asbestos personal
injury claims."

Judge Fitzgerald, the report discloses, said she "could not
accept" the notion of disregarding historical settlements.  "It
cannot be rationally doubted that a settlement places a value on
the claim that both parties accept," she said.

The judge said that an expert for claimants said that 42.5 percent
of people with mesothelioma will file claims against the two
companies, with 63 percent being paid by them.  The average
mesothelioma award will be $93,000, the expert said.

Both sides agreed that the estimate of mesothelioma claims would
be increased by 6 percent to cover asbestos claims.  Consequently,
Judge Fitzgerald determined that $1.1 billion for mesothelioma
claims means that $1.17 billion is the total for all asbestos
personal injury claims.

The companies intend to use Chapter 11 to create a trust taking
over liability for 10,000 asbestos claims.  Affiliates not in
bankruptcy also would be relieved of liability if the
reorganization succeeds. A provision in bankruptcy law just for
asbestos cases allows companies not in bankruptcy to make
contributions to a claimants' trust and thereby receive releases
from claims.

Non-bankrupt units of Specialty Products generate about
$330 million in annual revenue, the companies said at the outset
of bankruptcy.  Bondex, which is no longer operating, is a
Specialty Products unit that is chiefly responsible for the
asbestos claims from a company acquired in 1966, Reardon Co.

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as co-
counsel.  Logan and Company is the Company's claims and notice
agent.  The Company estimated its assets and debts at $100 million
to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.



SPENDSMART PAYMENTS: Incurs $5.4-Mil. Net Loss in Fiscal Q2
-----------------------------------------------------------
The SpendSmart Payments Company filed its quarterly report on Form
10-Q, reporting a net loss of $5.43 million on $298,686 of
revenues for the three months ended March 31, 2013, compared with
a net loss of $3.16 million on $282,339 of revenues for the three
months ended March 31, 2012.

The Company reported a net loss of $6.56 million on $546,182 of
revenues for the six months ended March 31, 2013, compared with a
net loss of $7.41 million on $517,515 of revenues for the six
months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed
$2.77 million in total assets, $1.82 million in total current
liabilities, and stockholders' equity of $947,763.

The Company said, "For the year ended Sept. 30, 2012, our audited
consolidated financial statements included an opinion containing
an explanatory paragraph as to the uncertainty of our Company's
ability to continue as a going concern.  Additionally, we have
incurred net losses through March 31, 2013, and have yet to
establish profitable operations.  These factors among others
create a substantial doubt about our ability to continue as a
going concern."

A copy of the Form 10-Q is available at http://is.gd/FvNL66

San Diego, Calif.-based The SpendSmart Payments Company is a
Colorado corporation.  Through the Company's subsidiary
incorporated in the state of California, The SpendSmart Payments
Company, the Company issues and services prepaid cards marketed to
young people and their parents.  The Company is a publicly traded
company trading on the OTC Bulletin Board under the symbol "SSPC."


SPRINGLEAF FINANCE: Moody's Rates New $250MM Senior Notes 'Caa1'
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Springleaf
Finance Corporation's new $250 million senior unsecured notes
maturing 2020. Springleaf's Caa1 Corporate Family rating and
positive rating outlook are unchanged.

Ratings Rationale:

The new $250 million senior notes have pari passu ranking with
Springleaf's other senior unsecured debt. The Caa1 rating assigned
to the notes reflects Springleaf's credit attributes and the
position of the notes in the firm's capital structure.

Springleaf's Caa1 corporate family rating reflects its still
evolving operating and funding strategies, limited market access
and alternate liquidity sources, and uncertain prospects for
returning to sustainable levels of profitability. With its multi-
state branch network, Springleaf is well situated to address the
large market for non-bank consumer lending, but the company has
had to contend with funding constraints, elevated credit costs,
and operating losses since 2008. Over recent quarters, Springleaf
has improved its liquidity position, the result of securitizations
of mortgage and personal loan receivables, cash flow from
portfolio runoff, and repayment of maturing debt. Moody's expects
that Springleaf will further improve its liquidity and financial
performance as it implements its operating and funding strategies;
however, the related execution risks remain high.

Springleaf's long-term ratings could be upgraded if the company
strengthens its market access and liquidity runway and returns
operations to sustainable profitability, while also decreasing
leverage. Conversely, ratings could be downgraded if Springleaf is
unable to execute a funding strategy that leads to a sustainable
improvement in its liquidity position or if its prospects for
performance improvement materially weaken.

The principal methodology used in these ratings was Finance
Company Global Rating Methodology published in March 2012.

Springleaf Finance Corporation, headquartered in Evansville,
Indiana, provides consumer finance and credit insurance products
to consumers through a multi-state branch network.


SPRINGLEAF FINANCE: S&P Rates $250MM 7-Yr Sr. Unsecured Notes CCC+
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'CCC+'
rating on Springleaf Finance Corp.'s $250 million seven-year
senior unsecured notes.  The 'B-' long-term issuer credit rating
and stable outlook remain unchanged.  The rating on the new senior
unsecured notes is the same as S&P's rating on the company's
existing unsecured debt.

S&P's stable outlook on Springleaf balances the company's recent
access to the securitization market and slowly improving earnings
against the possibility of longer-term liquidity difficulties if
securitizations or other funding options prove elusive as debt
matures over the next four years.  S&P believes that Springleaf's
current sources of liquidity should be sufficient through 2014.

RATINGS LIST

Springleaf Finance Corp.
Issuer Credit Rating                 B-/Stable/C

New Rating

Springleaf Finance Corp.
Senior Unsecured
  $250 mil. notes due 2020            CCC+


STANADYNE HOLDINGS: Incurs $9.9 Million Net Loss in 1st Quarter
---------------------------------------------------------------
Stanadyne Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $9.95 million on $54.44 million of net sales for the
three months ended March 31, 2013, as compared with a net loss of
$1.09 million on $68.29 million of net sales for the same period
during the prior year.

The Company's balance sheet at March 31, 2013, showed $364.87
million in total assets, $437.97 million in total liabilities,
$998,000 in redeemable non-controlling interest, and a $74.09
million total stockholders' deficit.

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

                        http://is.gd/EcWcfL

                     About Stanadyne Holdings

Stanadyne Corporation, headquartered in Windsor, Connecticut,
is a designer and manufacturer of highly-engineered precision-
manufactured engine components, including fuel injection equipment
for diesel engines.  Stanadyne sells engine components to original
equipment manufacturers and the aftermarket in a variety of
applications, including agricultural and construction vehicles and
equipment, industrial products, automobiles, light duty trucks and
marine equipment.  Revenues for LTM ended Sept. 30, 2010 were
$240 million.

Stanadyne Holdings disclosed a net loss of $11.50 million on
$251.45 million of net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $32.50 million on $245.76 million of
net sales in 2011.  The Company incurred a net loss of $9.98
million in 2010.

                           *     *     *

In January 2011, Moody's Investors Service confirmed Stanadyne
Holdings, Inc.'s Caa1 Corporate Family Rating and revised the
rating outlook to stable.  The CFR confirmation reflects the
remediation of the Stanadyne's previous inability to file
financial statements in accordance with financial reporting
requirements contained in its debt agreements and expectations for
modest continued improvement in operating performance.  Improved
operations, largely the result of positive momentum in key end
markets and restructuring activities, have allowed Stanadyne to
maintain positive funds from operations despite increased cash
interest expense.  The company's $100 million 12% senior discount
notes began paying cash interest in February 2010.

In March 2012, Standard & Poor's Ratings Services revised its
long-term outlook to negative from stable on Windsor, Conn.-based
Stanadyne Corp. At the same time, Standard & Poor's affirmed its
ratings, including the 'CCC+' corporate credit rating, on
Stanadyne.

"The outlook revision reflects the risk that Stanadyne may not be
able to service debt obligations of its parent, Stanadyne Holdings
Inc. as early as August 2012," said Standard & Poor's credit
analyst Dan Picciotto.


TIME WARNER: Fitch Affirms 'BB+' Preferred Membership Units Rating
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BBB' Issuer Default Rating (IDR)
for Time Warner Cable, Inc. (TWC) and its indirect wholly owned
subsidiary Time Warner Cable Enterprises LLC. Fitch has also
affirmed the individual issuer ratings of TWC and its
subsidiaries. The Rating Outlook is Stable. As of March 31, 2013,
TWC had approximately $26.8 billion of total debt outstanding
including mandatorily redeemable preferred equity.

Key Rating Drivers

-- Shareholder returns remain the centerpiece of TWC's capital
   allocation strategy.

-- TWC remains committed to its 3.25x net leverage target.

-- The ratings incorporate expected operating margin pressure and
   shifting operating strategies aimed at achieving a better
   balance between subscriber quality and profitability with
   subscriber growth and volume metrics.

-- Higher cash taxes and interest costs are expected to weigh on
   free cash flow (FCF) generation during 2013. Nonetheless, Fitch
   believes TWC is well positioned to generate over $1.5 billion
   of FCF during the ratings horizon.

Fitch believes that TWC has sufficient capacity within the
existing ratings to accommodate the company's $4 billion share
repurchase authorization and dividend policy while maintaining the
company's own 3.25x net leverage target. Shareholder returns
(dividends and stock repurchases) increased 61% during the first
quarter of 2013 to approximately $855 million, representing 137%
of TWC's cash flow (cash flow from operations less capital
expenditures) generated during the period. Fitch expects
aggressive shareholder returns will continue during 2013 and will
likely exceed the company's cash flow in a magnitude similar to
the first quarter. As of April 23, 2013, TWC had $1.385 billion of
remaining authorization under its existing $4 billion share
repurchase program.

Fitch acknowledges that TWC's share repurchase authorization
represents a significant use of cash; however, the company
historically has demonstrated a willingness to reduce the level of
share repurchases to accommodate acquisitions or changes to its
operating environment, in order to maximize flexibility.

Fitch does not expect any change to the company's long-term
leverage target. TWC reported gross leverage of 3.36x and net
leverage of 2.95x as of March 31, 2013. The leverage metrics are
within Fitch's expectation given the rating and management's
target. On a gross debt basis, Fitch anticipates total debt
outstanding as of year-end 2013 will approximate year-end 2012
debt levels, and believes TWC's leverage as of year-end 2013 will
remain in line with current leverage metrics.

TWC intends to strike a better balance between subscriber quality
and profitability on one hand, and subscriber growth and volume
metrics on the other. The change in strategy is appropriate in
Fitch's view and recognizes the mature video service as well as
slowing growth of the company's high speed data service as
penetration rates increase. The company is focused on improving
new connect ARPU rates (attracting a higher quality, more
profitable subscriber) and driving better customer retention rates
within its residential business. In support of this initiative,
TWC launched a new pricing architecture in 2013 aimed to increase
ARPU, manage churn while expanding gross margin and customer
lifetime values. TWC expects that the new pricing model will
result in a more stable customer base less reliant on promotional
pricing.

The operating leverage inherent in TWC's cable business along with
stable capital intensity enable the company to generate consistent
levels of FCF (defined as cash flow from operations less capital
expenditures and dividends) and provide TWC with significant
financial flexibility. TWC generated approximately $1.7 billion of
FCF during the year-ended 2012, which follows FCF generation of
over $2.1 billion during 2011. However, neutralizing for the
effects of various economic stimulus legislation 2012 FCF amounted
to $1.8 billion and 2011 FCF equaled $1.5 billion. TWC is strongly
positioned to continue generating sustainable levels of FCF.
However, cash taxes are expected to materially increase during
2014 reflecting the reversal of the bonus depreciation programs.
In addition, higher interest costs and capital expenditures will
diminish TWC's FCF generation. Notwithstanding the higher cash
taxes, Fitch still expects TWC will generate over $1.5 billion of
annual FCF during the ratings horizon.

Fitch's ratings continue to be underpinned by TWC's strong
competitive position as the second largest cable multiple systems
operator (fourth largest multi-channel video program distributor)
in the United States and strong subscriber clustering profile. In
addition, the ratings recognize the growing importance of TWC's
Business Service segment to the company's overall revenue and cash
flow growth prospects. Business Services revenues represented 9.8%
of cable revenues during the first quarter but accounted for
nearly 32% of TWC's year-over-year revenue growth during the
quarter. Fitch believes that this business segment is poised to
generate revenue growth in excess of 20% during the ratings
horizon and produce high gross profits.

Outside of the company adopting a more aggressive long-term
leverage target, the weakening of TWC's competitive position
presents the greatest concern within TWC's credit profile. The
competitive pressure associated with the service overlap among the
different telecommunications service providers, while intense, is
not expected to materially change during the ratings horizon.
Increasing programming costs have compressed video gross margins
and overall EBITDA margins. TWC expects programming cost increases
coupled with higher operating costs related to marketing and
pension expenses will lead to a 50 to 100 basis point contraction
of the company's EBITDA margin during 2013. Additionally, margins
will suffer due to the absence of high-margin political
advertising during 2013.

TWC's liquidity position is strong and is supported by expected
FCF generation and available borrowing capacity from TWC's $3.5
billion revolving credit facility that expires during April 2017.
The revolver had approximately $3.4 billion of available borrowing
capacity as of March 31, 2013. Scheduled maturities are well
laddered and manageable considering expected FCF generation,
reliable market access and backup liquidity. Fitch anticipates
that TWC will refinance scheduled maturities, which total
approximately $4.1 billion through 2015 representing approximately
15% of the outstanding principal value of debt as of March 31,
2013. The company's cash and short-term investments totaled
approximately $3.3 billion and is more than sufficient to cover
$1.8 billion of 2013 scheduled maturities. Fitch expects TWC will
have sufficient liquidity in place to address its maturity
schedule 12 to 18 months in advance of a given maturity including
$1.8 billion of maturities scheduled during 2014.

Rating Sensitivities:

-- Fitch believes TWC will manage shareholder returns to maintain
   its 3.25x net leverage target. There is flexibility in the
   current ratings to withstand cyclical headwinds.

-- Negative rating actions are more likely to coincide with
   discretional actions of TWC management including, but not
   limited to, the company adopting a more aggressive financial
   strategy.

-- A change in financial policy that increases the company's
   leverage target above 3.75x would likely result in a negative
   rating action.

-- However, holding the operating profile constant, positive
   rating actions would follow the company's committment to
   lowering leverage below 2.75x.

Fitch has affirmed the following ratings with a Stable Outlook:

Time Warner Cable, Inc.

-- IDR at 'BBB';
-- Senior unsecured debt at 'BBB'.
-- Short-term IDR at 'F2';
-- Commercial paper at 'F2';

Time Warner Cable Enterprises LLC

-- IDR at 'BBB';
-- Senior unsecured debt at 'BBB'.

Time Warner NY Cable, LLC

-- Preferred membership units at 'BB+'.


UNITED BANCSHARES: Delays Form 10-Q for First Quarter
-----------------------------------------------------
United Bancshares, Inc., was unable to file its quarterly report
on Form 10-Q for the period ended March 31, 2013, in a timely
manner because additional time is required to finalize the Form
10-Q.

                     About United Bancshares

Located in Philadelphia, Pennsylvania, United Bancshares, Inc., is
an African American controlled and managed bank holding company
for United Bank of Philadelphia, a commercial bank chartered in
1992 by the Commonwealth of Pennsylvania, Department of Banking.

United Bancshares disclosed a net loss of $1.01 million on $3.08
million of total interest income for the year ended Dec. 31, 2012,
as compared with a net loss of $1.03 million on $3.30 million of
total interest income for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $65.61
million in total assets, $61.37 million in total liabilities and
$4.23 million in total stockholders' equity.

McGladrey LLP, in Blue Bell, Pennsylvania, 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 regulatory capital amounts and ratios are below
the required levels stipulated with Consent Orders between the
Company and its regulators under the regulatory framework for
prompt corrective action.  Failure to meet the capital
requirements exposes the Company to regulatory sanctions that may
include restrictions on operations and growth, mandatory asset
disposition, and seizure of the Company.  These matters raise
substantial doubt about the ability of the Company to continue as
a going concern."


USG CORP: S&P Revises Outlook to Positive & Affirms 'B' CCR
-----------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Chicago-based USG Corp. to positive from stable.  At the same
time, S&P affirmed its 'B' corporate credit rating.

"The revised outlook reflects the company's improved credit
measures during the past year and our view that this trend will
continue into 2013 and 2014 as strong demand and better pricing
for wallboard is driven by the pickup in new home construction
activity in the U.S.," said Standard & Poor's credit analyst
Thomas Nadramia.

The outlook revision also reflects improving EBITDA margins, which
S&P believes will rise to about 12% in 2013, which is up from 8%
in 2012, resulting from the good operating leverage in USG's
business and continued cost reductions.

The ratings on USG reflect S&P's expectation that the company will
maintain its "fair" business risk profile and "highly leveraged"
financial risk profile through the remainder of 2013.  S&P's
assessment of the financial risk profile reflects still high
leverage at about 10x at fiscal year-end 2012.  However, under
S&P's baseline scenario for 2013 of about one million U.S. housing
starts, it expects EBITDA will nearly double to just over
$400 million for this year as wallboard sales increase and
profitability benefits from the significant operating leverage
inherent in USG's business.  This expectation, combined with S&P's
expectation that USG's $400 million of 10% convertible senior
notes are likely to convert to equity after Dec. 1, 2013, leads
S&P to project adjusted debt/EBITDA will be reduced to less than
6x within the next 12 months.

"The positive outlook reflects our expectation that USG's
operating performance will continue to improve during the next 12
to 24 months -- driven by the recovery in U.S. new home
construction -- and those margins will continue to improve due to
higher absorption of USG's fixed overhead.  We expect the
company's credit metrics to improve but to remain appropriate for
the "highly leveraged" financial risk profile for 2013, but
possibly improving to an "aggressive" assessment by the end of
2014.  Our projections for 2013 and 2014 are for leverage to fall
to approximately 5.7x and 4.1x, respectively, and adjusted funds
from operations to debt to increase to 11% in 2013 and 20% in 2014
if current new home start projections are realized.  We also
expect interest coverage to improve to 2.5x in 2013 and to more
than 4x in 2014," S&P noted.

The outlook also reflects S&P's expectation that liquidity will
remain strong to meet all of the company's obligations and
availability under the secured revolver will be adequate to fund
working capital and capital expenditure requirements.

S&P could raise the rating within 12 months if the anticipated
increase in new home construction is realized, causing current
leverage of 9x to approach 5x in that time frame.  S&P could also
raise the rating if it gains confidence that interest coverage
will reach and be maintained in excess of 3.5x.

S&P views a negative rating action as less likely; however, S&P
could take such an action if the U.S. housing recovery stalls and
adjusted EBITDA falls in 2013 and 2014, causing leverage to return
to 10x or higher.  This could occur in a recessionary environment.
However, S&P's economists only place a 10% to 15% probability on a
new recession.


VANTAGE ONCOLOGY: S&P Rates $250MM Sr. Secured Notes 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue-level rating to Vantage Oncology Holdings LLC's proposed
$250 million senior secured notes, with a '3' recovery rating.
The '3' recovery rating indicates S&P's expectation for meaningful
(50% - 70%) recovery in the event of a payment default.  In
addition, with the removal of financial maintenance covenants, S&P
is revising its liquidity descriptor to "adequate" from "less than
adequate".  S&P's 'B' corporate credit rating and stable outlook
are unchanged.

RATINGS LIST

Vantage Oncology Holdings LLC
Corporate Credit Rating           B/Stable/--

New Rating
Vantage Oncology Holdings LLC
Senior Secured                    B
Recovery Rating                   3


VERITY CORP: Incurs $530K Net Loss in March 31 Quarter
------------------------------------------------------
Verity Corp., formerly Aqualiv Technologies, Inc., filed its
quarterly report on Form 10-Q, reporting a net loss of $529,624 on
$586,665 of revenues for the three months ended March 31, 2013,
compared with a net loss of $124,626 on $124,448 of revenues for
the three months ended March 31, 2012.

The Company reported a net loss of $6.5 million on $682,786 of
revenues for the six months ended March 31, 2013, compared with a
net loss of $203,170 on $264,168 of revenues for the six months
ended March 31, 2012.

The increase in net loss for the six months ended March 31, 2013,
compared to the six months ended March 31, 2012, is primarily
attributed to the increase in operating expenses and the one time
write off of goodwill attributed to the Verity Farms II
Acquisition on Dec. 31, 2012.

The Company's balance sheet at March 31, 2013, showed $4.7 million
in total assets, $6.8 million in total liabilities, and a
stockholders' deficit of $2.1 million.

The Company said, "At March 31, 2013, the Company had a retained
deficit of $9,836,723 and current liabilities in excess of current
assets by $2,851,215.  During the three months ended March 31,
2013, the Company incurred a net loss of $529,624 and during the
six months ended March 31, 2013, the Company incurred negative
cash flows from operations of $1,136,783.  These factors create an
uncertainty about the Company's ability to continue as a going
concern."

Bongiovanni & Associates, C.P.A.'s, in Cornelius, North Carolina,
expressed substantial doubt about AquaLiv's ability to continue as
a going concern following their audit of the Company's financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred recurring losses from
operations, has a liquidity problem, and requires funds for its
operational activities.

A copy of the Form 10-Q is available at http://is.gd/1Y6xcJ

Sioux Falls, South Dakota-based Verity Corp., formerly AquaLiv
Technologies, Inc., is the parent of Verity Farms II, Inc.,
Aistiva Corporation (formerly AquaLiv, Inc.).  Verity Farms II is
dedicated to providing consumers with safe, high-quality and
nutritious food sources through sustainable crop and livestock
production.  Aistiva's technology alters the behavior of
organisms, including plants and humans, without chemical
interaction.  Aistiva's platform technology influences biological
processes naturally and without chemical interaction.  To date,
Aistiva has released products in the industries of water
treatment, skincare, and agriculture.


VERTIS HOLDINGS: Seeks to Extend Plan Filing to Aug. 6
------------------------------------------------------
Vertis Holdings Inc. asks the Bankruptcy Court to extend until
Aug. 6, 2013, the deadline to file its Chapter 11 plan and
disclosure statement.

The Debtors also seeks to extend the exclusive period for
soliciting acceptances of that plan until Oct. 7, 2013.

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

On Jan. 16, 2013, Quad/Graphics completed the acquisition of
Vertis Holdings for a net purchase price of $170 million.  This
assumes the purchase price of $267 million less the payment of $97
million for current assets that are in excess of normalized
working capital requirements.


WARNER CHILCOTT: S&P Affirms 'BB' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
corporate credit rating on Ireland-based Warner Chilcott plc and
placed it, and all issue-level ratings, on CreditWatch with
positive implications.  Upon a successful close of the
transaction, S&P will likely withdraw the corporate credit rating
on Warner Chilcott plc.

The CreditWatch placement of all the ratings reflects the
likelihood that, upon close of the transaction, S&P will upgradte
the ratings to be in parity with Activis' 'BBB' corporate credit
and senior unsecured rating.  S&P then expects to withdraw the
corporate credit rating on Warner Chilcott plc.

"The CreditWatch  positive placement follows the announcement that
Actavis Inc. will acquire Warner Chilcott plc for $8.5 billion in
equity (and including the assumption of debt) and Standard &
Poor's affirmation of its 'BBB' corporate credit rating on
Actavis," said credit analyst Michael Berrian.  "We believe that
the acquisition of Warner Chilcott strengthens Actavis'
"satisfactory" business risk profile.  Moreover, the addition of
Warner Chilcott's higher margin branded pharmaceutical business
will strengthen Actavis' EBITDA margins, likely making this
transaction a deleveraging event.  Therefore, S&P expects Actavis
to maintain its "intermediate" financial risk profile."

S&P will resolve the CreditWatch listing and likely withdraw the
corporate credit rating on Warner Chilcott plc after the
transaction closes.  S&P will resolve its issue-level ratings on
Warner Chilcott once it evaluates their prioritization within
Actavis' capital structure and the value of any guarantees that
Actavis may or may not grant the notes.


WCI COMMUNITIES: Lesina Assoc. May Pursue Claims v. New WCI
-----------------------------------------------------------
Bankruptcy Judge Kevin J. Carey said the discharge, injunction and
release provisions in WCI Communities Inc.'s confirmed Chapter 11
plan do not bar Lesina at Hammock Bay Condominium Association,
Inc., from pursuing its Statutory Warranty Claims and Assessment
Claims against the entities formerly known as WCI 2009 Corporation
and WCI 2009 Asset Holding LLC or "New WCI."

The Association intends to pursue claims against New WCI in
Florida state court with respect to (A) Florida statutory
warranties for construction defects in the common areas of the
Lesina Condominium, and (B) payment of the shortfall due for the
common area expenses during the developer's "guarantee period," as
determined by a post-turnover audit.  New WCI has threatened to
seek sanctions against the Association if it pursues a state court
action, on the grounds that the Debtors' confirmed Plan and
Confirmation Order bar pursuit of the Association's causes of
action.

As part of WCI Communities' restructuring plan, the Original
Debtors formed three new subsidiaries of Old WCI: WCI 2009
Corporation, WCI 2009 Asset Holding, LLC, and WCI 2009 Management,
LLC.  On July 1, 2009, the 2009 Entities each filed a voluntary
petition for relief under chapter 11 of the Bankruptcy Code.  The
Schedules filed by the 2009 Entities reflect that each had no
creditors, accounts, employees, books, or records.  The Court
granted a request for joint administration of the 2009 Entities'
chapter 11 cases with those of the Original Debtors on July 17,
2009.

A copy of the Court's May 17, 2013 Memorandum is available at
http://is.gd/n6cwDHfrom Leagle.com.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets: WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company
with more than 50 years' experience in the design, construction
and operation of leisure-oriented, amenity rich master-planned
communities.  It has operations in Florida, New York, New Jersey,
Connecticut, Virginia and Maryland.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No.
08-11643 through 08-11770).  On July 1, 2009, debtor-affiliates
WCI 2009 Corporation, WCI 2009 Management, LLC and WCI 2009 Asset
Holding, LLC filed separate Chapter 11 petitions (Case Nos. from
09-12269 to 09-12271).

Thomas E. Lauria, Esq., Frank L. Eaton, Esq., and Linda M. Leali,
Esq., at White & Case LLP, in Miami, Florida, represented the
Debtors as counsel.  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at Fox Rothschild LLP, represented the Debtors as
Delaware counsel.  Lazard Freres & Co. LLC acted as the Debtors'
financial advisor.  Epiq Bankruptcy Solutions LLC served as the
claims and notice agent for the Debtors.  The U.S. Trustee for
Region 3 appointed five creditors to serve on an official
committee of unsecured creditors.  Daniel H. Golden, Esq., Lisa
Beckerman, Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss
Hauer & Feld LLP; and Laura Davis Jones, Esq., Michael R. Seidl,
Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl &
Jones LLP, represented the committee.  WCI disclosed total assets
of $2,178,179,000 and total debts of $1,915,034,000 when it filed
for Chapter 11.

The Bankruptcy Court on Aug. 26, 2009, confirmed the Second
Amended Joint Chapter 11 Plan of Reorganization for WCI
Communities, Inc. and its affiliates.  The Plan became effective
Sept. 3, 2009.


WINDSORMEADE OF WILLIAMSBURG: Wins Confirmation of Prepack Plan
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Virginia United Methodist Homes of Williamsburg Inc.
is set to emerge from a rapid-fire Chapter 11 reorganization.

The senior-living complex held a May 14 hearing where the
bankruptcy judge in Richmond, Virginia found the plan passed
muster and said he would sign a confirmation order.  The plan was
worked out beforehand and supported by more than two-thirds in
dollar amount of secured lenders, the only non-insider class
entitled to vote on the plan.  The plan provides for exchanging
existing bond debt of $48.8 million for $30 million in new senior
bonds due in 2043.  The holders will also receive new subordinate
bonds maturing in 2048 for $9.7 million.

For having paid off other bonds, the sponsor will have
$6.5 million in senior bonds maturing in 2042 in exchange for
$13.3 million in debt.  The manager will have a new management
agreement to take the place of a $22.4 million claim.  There is
$200,000 in unsecured debt that will be paid in full.

                About WindsorMeade of Williamsburg

Virginia United Methodist Homes of Williamsburg, Inc., doing
business as WindsorMeade of Williamsburg, filed a Chapter 11
petition (Bankr. E.D. Va. Case No. 13-31098) on March 1, 2013.

WindsorMeade of Williamsburg is a continuing care retirement
community located on a 105 acre parcel of real property leased by
sponsor Virginia United Methodist Homes Inc.  The facility
includes 181 independent living units with an 80% occupancy rate,
14 assisted living apartments with 65% occupancy and 12 skilled
nursing beds with 75% occupancy.

DLA Piper LLP (US) and Hirschler Fleischer, P.C. serve as counsel
to the Debtor.  Deloitte Financial Advisory Services LLP serves as
financial advisor.  McGuire Woods LLP is special bond counsel.
BMC Group Inc. is the claims agent.  The prepetition lender, UMB
Bank, NA, is represented by Christian & Barton, LLP.

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


* Circuit Warns Lenders About Cross-Collateralization
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when a mortgage says it also secures any other debts
that might later arise between the lender and the borrower,
someone who receives another mortgage on the same property does so
at risk of being behind more debt than the mortgage balance on the
original loan.

The report relates that, in a case decided May 20 by the U.S.
Court of Appeals in Chicago, a couple mortgaged their property to
Lender A for $214,000.  The mortgage said it would also secure any
other debt owing by the couple to Lender A, so long as the total
debt totaled no more than $214,000.

Several years later, the couple borrowed about $300,000 from
Lender B secured by a second mortgage on the same property.  In
between the time when the two mortgages were made, the couple took
a $400,000 loan from Lender A secured by an entirely different
parcel of real property.  It was conceded that Lender B didn't
know about the $400,000 loan and the other property.

After the couple filed for bankruptcy, the first property was sold
for about $390,000 when the balance on the first mortgage had been
reduced to about $115,000. Using the cross-collateralization
clause, the bankruptcy court awarded Lender A $214,000.  Lender B
appealed and won in the district court, only to lose in the
appeals court when Lender A appealed.

According to the report, U.S. District Judge James B. Zagel,
sitting by designation on the appeals court, said the outcome
turned on so-called inquiry notice under Illinois law.  He found
that Lender A was entitled to $214,000 in proceeds because the
cross-collateralization clause in the mortgage put Lender B on
"inquiry notice as to the existence of other obligations that may
be covered by the security instruments."

The case is Peoples National Bank NA v. Banterra Bank, 12-3079,
U.S. Court of Appeals for the Seventh Circuit (Chicago).


* Appeals Court Requires Quick Return on Repossessed Auto
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in New York declined to
create a further split of circuits and ruled that a lender on pain
of contempt must immediately return a repossessed auto when the
owner files bankruptcy.  In an opinion written for the U.S. Court
of Appeals in New York, Circuit Judge Susan L. Carney interpreted
the Supreme Court's "Whiting Pools" decision to mean that still
having the right to redeem is sufficient to make the auto itself,
not simply the right of redemption, an asset of the estate that
the lender was obliged to return automatically.

The case in the appeals court is State Employees Federal Credit
Union v. Weber (In re Weber), 12-1632, U.S. Second Circuit Court
of Appeals (Manhattan). The case in district court was Weber v.
SEFCU, 11-0138, U.S. District Court, Northern District New York
(Syracuse).


* Bank Held in Contempt of Loss-Mitigation Program
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy courts in New York developed a formal
process known as "Loss Mitigation," bringing consumer bankrupts
and their mortgage lenders together in a process designed to limit
losses by the borrower and the bank through loan modifications,
refinancings, forbearances, short sales, or turning properties
over to the lenders.

According to the report, U.S. Bankruptcy Judge Cecelia Morris
found a lender in contempt and imposed monetary sanctions for
failure to participate in good faith.  Judge Morris, the chief
bankruptcy judge for the Southern District of New York, was one of
the drafters of the program.

The case is In re Bambi, 11-bk36861, U.S. Bankruptcy Court,
Southern District of New York (Poughkeepsie).


* Fourth Circuit Upholds Lien Stripping in Chapter 20
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Richmond, Virginia,
became the first federal circuit court to rule on an issue
dividing lower courts.  In a 2-1 opinion on May 10, the Fourth
Circuit ruled that an individual in a so-called Chapter 20 case
who's not eligible for a discharge in Chapter 13 may nonetheless
strip off a wholly unsecured subordinate mortgage.  The case is
Branigan v. Davis (In re Davis), 12-1184, U.S. Court of Appeals
for the Fourth Circuit (Richmond, Virginia).


* No Dischargeability Time Limits If Notice Not Given
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Bankruptcy Appellate Panel for Eighth Circuit in
St. Louis ruled May 8 that if a creditor with a potentially non-
dischargeable claim isn't listed until after the deadline for
objecting to dischargeability, there is no deadline for the
creditor to submit such an objection.  The case is Hawthorne v.
Petty (In re Petty), 13-6002, U.S. Eighth Circuit Bankruptcy
Appellate Panel (St. Louis).


* Banks Slow to Pay Out Mortgage Relief
---------------------------------------
The Washington Post reported that banks have paid less than half
the $5.7 billion in cash owed to troubled homeowners under nearly
30 settlements brokered by the government since 2008, delaying
help to the millions of victims of discrimination and shoddy
lending that epitomized the housing crisis, according to a
Washington Post analysis of government data.

The report said when the settlements were announced with great
fanfare, government officials hailed them as the long-promised
reckoning with the financial industry. Regulators found that some
banks had saddled borrowers with unaffordable mortgages or
assigned higher rates to minorities even when they qualified for a
better deal. Some banks were accused of having employees "robo-
sign" foreclosure documents without reading them or having proper
documentation.

But consumer advocates and lawmakers have grown increasingly
frustrated by the delays in releasing the settlement funds, which
they say is making it difficult for some borrowers to recover
financially, the report noted.

In 2011, Wells Fargo agreed to compensate up to 10,000 borrowers
after the Federal Reserve found the bank was steering them into
subprime loans even though they qualified for better mortgages.
But no borrowers have received money yet, the report related.

Last year, Bank of America agreed to pay some borrowers between
$1,000 and $5,000 for what the Justice Department called lending
discrimination by illegally asking some would-be home buyers who
relied on disability income to provide a doctor's letter verifying
the severity of their ailment, the report further related.  But
it's still unclear how many people will ultimately be paid. There
isn't a full list of the victims.


* Criminal Charges Weighed Against SAC
--------------------------------------
Kara Scannell and Dan McCrum, writing for The Financial Times,
reported that US authorities are considering filing criminal
charges against SAC Capital as part of its investigation into
insider trading at the $15bn hedge fund run by Steven Cohen,
people familiar with the matter say.

According to the FT report, a criminal case against the hedge fund
would likely mean it would no longer manage money for outside
investors. About 60 per cent of SAC's assets are owned by Mr Cohen
and the company's employees.

The strain of the criminal investigation is already wearing on
investors, the report said.  Blackstone Asset Management, the
largest outside investor in SAC with $550m in the fund, pulled
money from SAC in February and intends to withdraw additional
capital, people familiar with the matter said.

SAC reversed course last week telling investors on Friday its co-
operation with the federal inquiry was "no longer unconditional"
and that "there will be substantially more clarity as to the
matter" in the next few months, the report related. Neither SAC
nor Mr Cohen has been charged with any wrongdoing.

The change in posture suggests it is setting itself up for a deal
with prosecutors, according to FT. SAC declined to comment
yesterday.


* Duration Risk Key Concern of Bond Investors, Rodilosso Says
-------------------------------------------------------------
Duration* risk remains a key concern of fixed income investors,
who continue to keep a keen eye on the Federal Open Markets
Committee (FOMC), the impact of quantitative easing (QE), and the
formation of an exit plan, says Fran Rodilosso, Fixed Income
Portfolio Manager at Market Vectors ETFs.

"Though well below historical averages, credit spreads could still
be justified from a historical perspective by the underlying
fundamentals, such as currently low default rates in the case of
high-yield bonds," says Mr. Rodilosso.  "The concern obviously is
that when the Fed stops buying bonds, all fixed income markets
will sell off, with the long end of the curves hardest hit.  As a
result, we continue to see substantial investor interest in low
duration investment products that still carry some credit risk,
and therefore offer higher yields."

Mr. Rodilosso cites leveraged loan and short maturity high-yield
bond funds as examples of product categories that have been
attracting substantial net inflows.  Another approach that is
seeing increased interest combines the income generating potential
of high-yield bonds with a short Treasury bond strategy.  "Though
high-yield bonds have historically had a slightly negative
correlation to Treasuries, there is a growing concern that, if and
when Treasury yields rise significantly, the correlation will be
quite high," according to Mr. Rodilosso.  "Un-hedged exposure to
high-yield bonds appears less attractive at such a low level of
interest rates, in my opinion."

Mr. Rodilosso notes that a long high-yield bond, short Treasury
bond strategy may provide a number of potential benefits to fixed
income investors, including exposure to credit risk with less
exposure to pure interest rate risk.  Other potential benefits
include a portfolio with positive carry (i.e., the difference
between the yield on high-yield bonds and the cost to short U.S.
Treasury notes), yet low interest rate duration.  The high-yield
bond component also offers current yield that is currently
significantly higher than investment grade floating rate bonds, as
demonstrated by yields** reported by Barclays High Yield Very
Liquid and Barclays US Floating Rate Notes (<5 Y) indices,
respectively.  Additionally, the underlying high-yield bond
components are generally more liquid than leveraged loans.  "This
approach is one way to address investor concerns about duration
while continuing to generate income."  However, Mr. Rodilosso does
point out that this strategy is not without risk, particularly in
risk-off environments when U.S. Treasuries rally and high-yield
bonds decline.

One final point that Mr. Rodilosso raises is that positive carry
can be accomplished in different ways: shorting physical
Treasuries, an approach used by Market Vectors Treasury-Hedged
High Yield Bond ETF (nyse arca:THHY), or shorting futures
contracts on Treasuries.  The net effects of these approaches are
similar.  In both cases, the expenses associated with obtaining
such exposure are embedded in the total return of the short or
future position.  However, funds are required to disclose, as an
expense, the interest expense associated with a short position
whereas they are not required to disclose the same for a futures
position.  While this discrepancy does not have an impact on a
fund's total return, it will result in a higher net expense ratio
for a fund that shorts the physical Treasuries.

Mr. Rodilosso has 20 years of experience trading and managing risk
in fixed income investment strategies, including 17 years covering
emerging markets.  Among the Market Vectors ETFs under his watch
are Treasury-Hedged High Yield Bond ETF (nyse arca:THHY), Emerging
Markets High Yield Bond ETF (nyse arca:HYEM), Fallen Angel High
Yield Bond ETF (nyse arca:ANGL), International High Yield Bond ETF
(nyse arca:IHY), Investment Grade Floating Rate ETF (nyse
arca:FLTR), LatAm Aggregate Bond ETF (nyse arca:BONO), Emerging
Markets Local Currency Bond ETF (nyse arca:EMLC) and Renminbi Bond
ETF (nyse arca:CHLC).  As of March 31, 2013, the total assets for
these ETFs amounted to approximately $1.9 billion.

*Duration measures a bond's sensitivity to interest rate changes
that reflects the change in a bond's price given a change in
yield.

** Yield to Worst measures the lowest of either yield-to-maturity
or yield-to-call date on every possible call date.

Van Eck Associates Corporation does not provide tax, legal or
accounting advice.  Investors should discuss their individual
circumstances with appropriate professionals before making any
decisions.


Please note that the information herein represents the opinion of
the portfolio manager and these opinions may change at any time
and from time to time.  This is not a recommendation to buy or
sell any security nor is it intended to be a forecast of future
events, a guarantee of future results or investment advice.
Current market conditions may not continue.  Non-Van Eck Global
proprietary information contained herein has been obtained from
sources believed to be reliable, but not guaranteed.

                    About Market Vectors ETFs

Market Vectors exchange-traded products have been offered since
2006 and span many asset classes, including equities, fixed income
(municipal and international bonds) and currency markets.  The
Market Vectors family totaled $26.1 billion in assets under
management, making it the fifth largest ETP family in the U.S. and
ninth largest worldwide as of March 31, 2013.

Market Vectors ETFs are sponsored by Van Eck Global. Founded in
1955, Van Eck Global was among the first U.S. money managers
helping investors achieve greater diversification through global
investing.  Today, the firm continues this tradition by offering
innovative, actively managed investment choices in hard assets,
emerging markets, precious metals including gold, and other
alternative asset classes.  Van Eck Global has offices around the
world and managed approximately $35 billion in investor assets as
of March 31, 2013.

There are risks involved with investing in ETFs, including
possible loss of money. Shares are not actively managed and are
subject to risks similar to those of stocks, including those
regarding short selling and margin maintenance requirements.
Ordinary brokerage commissions apply.  Debt securities carry
interest rate and credit risk.  Interest rate risk refers to the
risk that bond prices generally fall as interest rates rise and
vice versa.  Credit risk is the risk of loss on an investment due
to the deterioration of an issuer's financial health.  The Funds'
underlying securities may be subject to call risk, which may
result in the Funds having to reinvest the proceeds at lower
interest rates, resulting in a decline in the Funds' income.

The Funds may be subject to credit risk, interest rate risk and a
greater risk of loss of income and principal than those holding
higher rated securities.  As the Funds may invest in securities
denominated in foreign currencies and some of the income received
by the Funds may be in foreign currency, changes in currency
exchange rates may negatively impact the Funds' returns.
Investments in emerging markets securities are subject to elevated
risks which include, among others, expropriation, confiscatory
taxation, issues with repatriation of investment income,
limitations of foreign ownership, political instability, armed
conflict and social instability.  THHY is subject to risks
associated with investing in high-yield securities; which include
a greater risk of loss of income and principal than funds holding
higher-rated securities, as well as concentration risk; credit
risk; hedging risk; interest rate risk; and short sale risk.
Investors should be willing to accept a high degree of volatility
and the potential of significant loss.  The Funds may loan their
securities, which may subject them to additional credit and
counterparty risk.  For a more complete description of these and
other risks, please refer to the Funds' prospectus and summary
prospectus.

Index returns assume the reinvestment of all income and do not
reflect any management fees or brokerage expenses associated with
Fund returns.  Investors cannot invest directly in the Index.
Returns for actual Fund investors may differ from what is shown
because of differences in timing, the amount invested and fees and
expenses.

The Barclays Capital High Yield Very Liquid Index includes
publicly issued U.S. dollar denominated, non-investment grade,
fixed-rate, taxable corporate bonds that have a remaining maturity
of at least one year, regardless of optionality, are rated high-
yield (Ba1/BB+/BB+ or below) using the middle rating of Moody's,
S&P, and Fitch, respectively (before July 1, 2005, the lower of
Moody's and S&P was used), and have $600 million or more of
outstanding face value.

The Barclays Capital U.S. Floating Rate Note < 5 Years Index
measures the performance of U.S. dollar-denominated, investment
grade floating rate notes. Securities in the index have a
remaining maturity of greater than or equal to one month and less
than five years.

The "net asset value" (NAV) of an ETF is determined at the close
of each business day, and represents the dollar value of one share
of the ETF; it is calculated by taking the total assets of an ETF
subtracting total liabilities, and dividing by the total number of
shares outstanding.  The NAV is not necessarily the same as an
ETF's intraday trading value.  Investors should not expect to buy
or sell shares at NAV.  Total returns are based upon closing
"market price" (price) of the ETF on the dates listed.

Fund shares are not individually redeemable and will be issued and
redeemed at their NAV only through certain authorized broker-
dealers in large, specified blocks of shares called "creation
units" and otherwise can be bought and sold only through exchange
trading.  Creation units are issued and redeemed principally in
kind.  Shares may trade at a premium or discount to their NAV in
the secondary market.

Diversification does not assure a profit nor does it protect
against a loss.

Investing involves substantial risk and high volatility, including
possible loss of principal.  Bonds and bond funds will decrease in
value as interest rates rise.  An investor should consider the
investment objective, risks, charges and expenses of a Fund
carefully before investing.  To obtain a prospectus and summary
prospectus, which contain this and other information, call
888.MKT.VCTR or visit vaneck.com/etf.  Please read the prospectus
and summary prospectus carefully before investing.

Van Eck Securities Corporation, Distributor 335 Madison Avenue,
New York, NY 10017


* Mom-and-Pop Tenants Still Struggle for Access to Capital
----------------------------------------------------------
With many major chains opening new stores and investors showing
strong interest in retail properties, the retail real estate
sector is set to continue its recovery in the second half of 2013.

That's the take of Hartman Simons, an Atlanta-based national
commercial real estate law firm that represents tenants and
landlords in retail leases as well as investors in retail
properties.  The firm provided its analysis as the 2013 ICSC RECon
convention got underway in Las Vegas.  The retail real estate
convention runs from May 19 through May 22.

Retail investment sales "have been blistering," said Bob Simons, a
partner with the firm.  "Leasing has been picking up too.  Our
work in those areas is up significantly over last year and
dramatically from 2009 and 2010."

"We are very optimistic about the rest of this year," Mr. Simons
added.  "I think investment sales could become even more
competitive."

REITs and institutional investors are in hot pursuit of core
assets, such as grocery-anchored shopping centers, in major urban
markets, and the capitalization rates for the sales of those
properties have compressed to 2007 levels, Mr. Simons said.
Meanwhile, individual and pension-fund investors, in search of
higher yields than the miniscule returns offered by Treasury
bonds, have been gobbling up single-tenant, net-lease retail
properties, such as drug stores and banks, across the country, he
said.

The sector is experiencing the expansion of several major
retailers, Mr. Simons said.  Sporting-good chains and specialty
grocers are among those expanding aggressively, Mr. Simons said.

Unfortunately, financing can still be difficult to obtain for
smaller retailers.  "Mom-and-pop tenants and local retailers are
still struggling for access to capital," Mr. Simons said.

Among its high-profile projects, Hartman Simons is involved in the
development of Avalon, a $600 million, mixed-use project in
suburban Atlanta.

                      About Hartman Simons

Attorneys at Hartman Simons & Wood offer legal counsel in:

-- Commercial Leasing

-- Commercial Development

-- Construction & Sustainable Development

-- Corporate & Business Entities

-- Creditor's Rights & Bankruptcy

-- Environmental

-- Finance & Investment

-- Land Use & Government Relations

-- Litigation

-- Distressed Property, Workouts & Restructuring


* Some Banks Halt Foreclosures, Citing Regulator's Bulletin
-----------------------------------------------------------
Nick Timiraos, writing for The Wall Street Journal, reported that
some of the nation's largest banks, including Wells Fargo & Co.,
suspended foreclosure sales in a number of states following
guidance issued last month by federal banking regulators.

According to WSJ, while some foreclosures have since resumed, the
halt marks the latest dustup over how foreclosures are handled.

Banks said their actions were triggered by a four-page bulletin
issued last month by the Office of the Comptroller of the Currency
and the Federal Reserve, the report said.  The bulletin outlined
basic operating standards for foreclosure sales. Many of the
nation's largest banks were already operating under consent orders
with the OCC or the Fed in response to foreclosure-processing
abuses that surfaced in late 2010.

Officials at Wells Fargo and J.P. Morgan Chase & Co. said they had
postponed scheduled foreclosures earlier this month in response to
the latest guidance, WSJ related.  J.P. Morgan has since resumed
foreclosures, a spokeswoman said.

A Wells Fargo spokeswoman said the bank hasn't resumed
foreclosures but said it expected the pause to be "brief," WSJ
further related. It wasn't immediately clear what part of the
regulatory guidance had prompted the suspensions or how many
states were affected.

Wells Fargo is the nation's largest mortgage servicer, and
collected payments on nearly 19% of all mortgages as of March,
according to Inside Mortgage Finance, the report noted. A
spokesman for Bank of America Corp., the nation's second-largest
servicer, said the bank didn't suspend foreclosure activity.


* California Boomtown Draws SEC Probe on Development
----------------------------------------------------
James Nash, writing for Bloomberg News, reported that David
Greiner, a Buick-GMC dealer in the Mojave Desert town of
Victorville (13679MF), California, keeps a Securities and Exchange
Commission complaint in his desk, with passages underlined in
black pen and notes scribbled in the margins, ready to pick apart
the case when anyone asks.

According to the report, Greiner, who heads the chamber of
commerce, has cause for concern. The SEC's target is the
redevelopment of a former U.S. Air Force base, once the area's
largest employer. Rechristened the Southern California Logistics
Airport (28699MF), Greiner says it's "vital" to the future of the
community, 85 miles (135 kilometers) northeast of Los Angeles.

"The underpinnings of this local economy are going to be what we
can accomplish out at SCLA," Greiner told the news agency.

Victorville was the fastest growing U.S. city in 2007 after New
Orleans, jumping 9.5 percent in 12 months to more than 100,000,
just before the worst financial crisis since the Great Depression,
the report related. Foreclosures are running at more than double
the national rate, according to RealtyTrac Inc. Unemployment was
12.7 percent in March, when the state averaged 9.4 percent, the
California Employment Development Department said.

The city's biggest asset, at least in terms of geography, is the
former George Air Force Base, the report related.  Its 15,050-foot
(4,587-meter) runway is second only to Denver as the longest for
public use in the U.S.

City officials, who controlled the Southern California Logistics
Airport Authority (28699MF), came up with plans for a 3,500-acre
intermodal railroad complex to make the airfield a logistics hub
for ports in Los Angeles and Long Beach, the report said.

The case is Securities and Exchange Commission v. City of
Victorville, 13-cv-00776, U.S. District Court, Central District of
California (Riverside).


* Wall Street Wins Rollback in Dodd-Frank Swap-Trade Rules
----------------------------------------------------------
Silla Brush, writing for Bloomberg News, reported that JPMorgan
Chase & Co., Goldman Sachs Group Inc., and the world's largest
banks won rollbacks in final Dodd-Frank Act rules that promise to
transform the private swaps market by increasing competition.

According to the report, the Commodity Futures Trading Commission
voted 4-1 in Washington on rules determining how buyers and
sellers must trade credit-default, interest-rate and commodity
swaps in a $633 trillion global market. The rule weakened a
proposal by reducing the number of price quotes buyers must seek
on swap-execution facilities after banks and asset managers said a
five-quote requirement was onerous and would impair trading.

The vote on the rules represents "the start of a process that
could eventually lead to a seismic change in trading of over-the-
counter derivatives," Richard Repetto, an analyst with Sandler
O'Neill & Partners LP in New York, said in a telephone interview
before the meeting, Bloomberg related. "It is a switch from an
opaque, bilateral market to something where there is some price
transparency and a more open and automated market."

The trading regulations are the latest step in efforts by the CFTC
and Securities and Exchange Commission to curb risk and increase
transparency in the swap market, Bloomberg noted.  Largely
unregulated trades helped fuel the 2008 credit crisis that led to
the collapse of Lehman Brothers Holdings Inc. and a U.S. rescue of
New York-based American International Group Inc.


* Study: Cancer Patients More Prone to Bankruptcy
-------------------------------------------------
Sabrina Tavernise, writing for The New York Times, reported that a
study of cancer patients in Washington State has found they were
twice as likely to file for bankruptcy as people without cancer.

According to the report, the study, led by researchers from the
Fred Hutchinson Cancer Research Center in Seattle, linked
bankruptcy court records and information from the regional cancer
registry on about 200,000 cancer patients, and compared them with
a similar group of people from the same area who did not have
cancer. Young people with cancer experienced the highest
bankruptcy rates, the study found, up to 10 times the rate of
bankruptcy filings among older age groups.


* U.S. Legal System Ranked as Most Costly
-----------------------------------------
Shannon Green, writing for Corporate Counsel, reported that the
U.S. legal system is the world's most costly, according to a study
released by the U.S. Chamber Institute for Legal Reform (ILR). The
study, conducted by NERA Economic Consulting, showed that the
American system costs about one and half times more than the
Eurozone average.

According to the report, the NERA study compared liability costs
as a percentage of a country's gross domestic product. The 13
countries included in the study have similar levels of regulation
and legal protection, leading analysts to conclude that higher
costs could be attributed to more frequent and/or costly claims.

The report said U.S. costs were about 1.7 percent of GDP.
Countries on the low end of the range -- the Netherlands, Belgium,
and Portugal -- had costs around 0.4 percent. Legal liability
costs in the U.S. were found to be about 50 percent more than
costs in the U.K.

ILR president Lisa Rickard says excessive litigation is putting
U.S. companies at a competitive disadvantage globally, the report
related. Lawsuits create high costs for businesses, she says, and
they affect consumers, employees, and the overall economy.

"The worse a litigation system becomes in a country," says
Rickard, "the more companies think twice about whether or not to
do business there, to locate there, to expand there."


* Wells Fargo Seeks to Cancel Lawsuit's Class-Action Status
-----------------------------------------------------------
Margaret Cronin Fisk & Beth Hawkins, writing for Bloomberg News,
reported that Wells Fargo & Co., citing "new facts," asked a judge
to revoke the class-action status he bestowed on a suit by
institutional investors who claimed the bank marketed a risky
securities-lending program as safe.

According to the report, Wells Fargo asked U.S. District Judge
Donovan W. Frank in St. Paul, Minnesota, to revisit his decision
allowing the plaintiffs to pursue their action together instead of
individually, giving them greater leverage to obtain a settlement.
The bank is also seeking dismissal of multiple investor claims.

The report said Frank certified the case as a group lawsuit last
year, finding that common questions predominated, including
whether San Francisco-based Wells Fargo "knew or should have known
that the investments it selected did not comport with investment
mandates."

The case was filed in 2010 by the City of Farmington Hills
Employees Retirement System, a Michigan pension fund, on behalf of
more than 100 other institutional investors. They claim breach of
fiduciary duty and fraud.

"There are significant new facts that have come to light and
significant new arguments that have come to light that could not
have been known at the time of certification," Dan Millea, a Wells
Fargo attorney, told the judge.

                              'Sold Out'

The lead plaintiff, Farmington Hills, differs from other investors
and there's no classwide method for calculating damages, Millea
said. "Farmington Hills exited the program and sold out
completely. Other members are either still in or paid to get out."

These differences don't mean that a class shouldn't be certified,
Peter Binkow, a lawyer for the plaintiffs, said at the hearing.
Damages would be calculated by how much principal was lost, he
told the judge. How investors got into or out of the program
doesn't matter, he said.

"There's really no issue on damages." he said.

The suit, set for trial Sept. 16, is one of at least five against
Wells Fargo over its securities lending. A case brought by
nonprofit organizations led by Blue Cross Blue Shield of Minnesota
goes to trial next month in federal court in St. Paul. In another,
the Minnesota Life Insurance Co. claims $40 million in damages.

Wells Fargo lost a $30 million jury verdict in 2010 in a claim
brought by the Minnesota Workers' Compensation Reinsurance
Association and three charitable foundations. The verdict was
upheld on appeal. The suits have been brought in Minnesota where
the Wells Fargo securities lending program was located.

                       'Investment Guidelines'

Investments made by Wells Fargo Securities Lending "were in
accordance with investment guidelines and were prudent and
suitable at the time of purchase," Laura Fay, a spokeswoman for
the bank, said in an e-mailed statement. "We strongly deny the
allegations that were made in these lawsuits."

Securities lending is a practice whereby investors lend stock or
other investments to banks or brokers. In return, the bank places
cash collateral on behalf of the investor into short-term
investments until the shares are returned. It has been
traditionally viewed by pension funds and foundations as a low-
risk investment.

The pension fund and other class members participated in an
investment program in which Wells Fargo would hold its clients'
securities in custodial accounts and make temporary loans of these
securities to brokers.

The brokers would borrow the securities to support their trading
activities, such as short sales and option contracts, and would
post collateral worth at least 102 percent of the value of the
securities, the plaintiffs said in court papers.

                        'Highly Secure'

The Michigan pension plan claims Wells Fargo promoted its
securities-lending program "as a highly secure way for its
institutional clients to maximize portfolio returns." Instead, the
pension fund said, "Wells Fargo invested a substantial portion of
the collateral in extremely risky securities."

Wells Fargo also invested in "highly illiquid securities,"
including structured investment vehicles, or SIVs, asset-backed
and mortgage-backed securities, the plaintiffs said in the
complaint. The SIVs proved particularly risky during the mortgage
crisis, they said.

"We do not believe that Wells Fargo in any meaningful manner tried
to assess liquidity," plaintiffs' attorney Avi Wagner said.

                              Investor Claims

The investors claim Wells Fargo concealed investment performance
to keep them from exiting the lending program. They allege breach
of fiduciary duty, breach of contract and violation of Minnesota's
Consumer Fraud Act.

The class includes participants in the Wells Fargo securities
lending program starting on Jan. 1, 2006, "who suffered losses to
the program's purchase and maintenance of high risk, long-term
securities," Frank said in his order.

Wells Fargo blamed any losses on the financial crisis.
"Market conditions severely deteriorated and had a major impact on
the global financial markets and worldwide economies" from 2007 to
2009, said Fay, the bank spokeswoman. "During that time, the
market for even the highest-rated debt instruments, such as those
invested in by WFSL, deteriorated substantially."

The Michigan pension fund and the class "suffered no recoverable
damages," lawyers for the bank said in court papers in November.
"Any losses sustained by plaintiff and the class were caused by
persons, entities or other factors for which Wells Fargo was not
and is not responsible."

                           Losses 'Offset'

Alleged losses were "offset, in whole or in part, by profits in
their accounts with Wells Fargo and profits arising from purchases
of other fixed-income instruments that would be considered
'unsuitable' according to the allegations of plaintiff and the
class," the bank's attorneys wrote.

Wells Fargo also asked the judge to dismiss claims for breach of
fiduciary duty and the consumer law violation.
The plaintiffs haven't proven that "but for" Wells Fargo's
actions, investment losses wouldn't have occurred, Lindsey Davis,
an attorney for the bank, said at the hearing.

"The plaintiffs have not created a 'but for' world comprised of
appropriate investments," she said.

In approving a class action, the judge wrote that it is superior
to multiple individual suits in promoting "the interests of
judicial economy and efficiency."

"Class members who may not otherwise have the means to litigate
their claims will likely benefit greatly from a class action, and
a class action will ensure that class members who are otherwise
unaware that they possess a claim will have their rights
represented," he wrote.

                      'Illiquidity Risk'

The suit particularly targets Wells Fargo's investments in
structured investment vehicles. The plaintiffs sought
"conservative, safe and liquid investments," their lawyers wrote.
"SIVs have a built-in illiquidity risk."

"SIVs borrow money by issuing short-term securities, usually
commercial paper, at lower interest rates," according to the
complaint. "The SIVs then lend money by buying long-term assets at
higher interest rates," making a profit off the spread, the
lawyers said.

"To survive, SIVs need a constant infusion of new short-term
refinancing, at favorable rates," they said. This financing fell
apart when the mortgage crisis caused a "liquidity crunch" in the
short-term commercial paper market, leading to defaults by two of
the SIVs in which Wells Fargo had heavily invested, Cheyne Finance
SIV and the Stanfield Victoria SIV, according to the complaint.
Both went into receivership, the plaintiffs' lawyers said.

Frank will first oversee a trial to start June 17 in a case
brought against Wells Fargo by Blue Cross & Blue Shield of
Minnesota and 10 other nonprofits, including the pension plans of
St. John's University, Meijer Inc. and El Paso County.

The class action is City of Farmington Hills Employees Retirement
System v. Wells Fargo Bank NA, 10-cv-04372, U.S. District Court,
District of Minnesota (St. Paul).


* Regulators Target Exchanges, Get Ready to Hit One w/ Record Fine
------------------------------------------------------------------
Jenny Strasburg, Jean Eaglesham and Scott Patterson, writing for
The Wall Street Journal, reported that financial regulators are
taking a harder line on exchanges amid concerns over their ability
to police the markets they operate, as the SEC prepares to hit one
with a record penalty.

According to the report, the deeper scrutiny has prompted some
exchange officials to push back against a new regulatory stance
that they say leaves them more vulnerable to potential penalties
and sanctions.

The report said the tussle goes to the heart of the unusual dual
role played by the biggest U.S. exchanges. They profit from the
trading business they attract and the vast volumes of data
generated by that trading. They also act as regulators of the same
trading.

In a sign of the more aggressive regulatory approach, the U.S.
Securities and Exchange Commission has been putting the finishing
touches on a settlement with Nasdaq OMX Group Inc. over the
handling of the Facebook Inc. public offering, according to people
involved in the private negotiations, the report said.  Nasdaq is
expected to pay a penalty of about $10 million, the people say.
That would be the biggest fine levied by the SEC against an
exchange, and just its second such fine ever.

The dual role of exchanges, an arrangement that has been largely
rejected by the U.K. and other countries, has raised regulators'
concerns that U.S. exchanges might be too cozy with the customers
whose business they covet, the report related.

People familiar with regulators' thinking say regulators are
focused on a shift in exchanges' business models that could be
emphasizing such profits to the detriment of compliance, damaging
trust in markets' soundness, the report further related.


* New Accounting Proposal on Leasing Portends Big Changes
---------------------------------------------------------
Floyd Norris, writing for The New York Times' DealBook, reported
that rule makers around the world on Thursday issued a new
proposal on accounting for leases that backs off from some of the
most controversial aspects of an earlier version. But it would
still represent a major change in accounting by requiring many
companies to report vastly larger amounts of assets and
liabilities than they do now.

According to the report, under current rules, companies are
generally able to classify virtually all leases as operating
leases and keep them off their balance sheets, something that
regulators and accounting critics have long criticized. Some
airlines, for example, lease all their airplanes and show no
airplane assets on their balance sheets and no liabilities for the
money they are committed to pay for those planes in the future.

"The development of an improved standard for leasing is vital,"
Hans Hoogervorst, the chairman of the International Accounting
Standards Board, told the newspaper. "At present, investors must
take an educated guess to determine the hidden leverage from
leasing."

Under the proposal, issued jointly by the international board,
which sets rules for many countries around the globe, and by the
Financial Accounting Standards Board, which writes the United
States rules, an airline entering into a lease for a plane would
show an asset of the right to use the plane and an equal liability
based on the current value of the lease payments it has promised
to make, the report said. That accounting would be similar to what
it would show had it borrowed money to buy the plane.

"The proposal is responsive to the widespread view of investors
that leases are liabilities that belong on the balance sheet,"
said Leslie F. Seidman, the chairwoman of F.A.S.B., adding that
the two boards "have worked together to develop a revised,
converged proposal to address the inadequacies of current lease
accounting and disclosures."

  
* Cadwalader Wickersham Co-Chairs & Partners Named
--------------------------------------------------
Cadwalader, Wickersham & Taft LLP announced that Gregory M.
Petrick, head of the firm's European and Asian Restructuring
Practice and currently Managing Partner of the London office, and
Mark C. Ellenberg, a Partner in the Restructuring Practice, have
been named Co-Chairs of Cadwalader's Financial Restructuring
Department.  Both are long-serving, senior members of Cadwalader's
Restructuring Department.

The firm also announced that Holly Neavill and Louisa Watt have
joined the Financial Restructuring team as Partners in the London
office.

Petrick has played key roles in the restructuring, reorganization,
sale and acquisition of businesses in the life insurance,
financial services, telecommunications, energy, real estate,
shipping and hospitality industries. He has led cross-border
restructurings across Europe, Indonesia and Australia. Ellenberg
advises debtors and creditors in complex financial restructuring,
workout and bankruptcy matters.

Holly Neavill joins Cadwalader from Latham & Watkins LLP, where
she was a Partner in the London office. Neavill began her legal
career in the United States and moved to London in 2003. She has
significant experience with the legal systems and workout
procedures across Europe and in the United States. Neavill has
worked on a number of high profile restructurings and distressed
M&A deals. Neavill is a graduate of Boston University Law School.
Louisa Watt joins the firm as a debt and claims trading Partner in
the Restructuring Practice. She was previously at Richards Kibbe &
Orbe LLP, where she was a Partner in the London office. She is a
leading practitioner in the transfer of distressed debt and claims
in the secondary market within Europe, Asia and the United States
and an active participant in the Loan Market Association. She has
extensive experience in advising clients on a range of bespoke
trading transactions, often involving multiple jurisdictions. She
began her career in 1999 at Weil, Gotshal and Manges LLP, and was
an Associate at Orrick, Herrington & Sutcliffe LLP. She was
elected Partner at Richards Kibbe & Orbe in 2007 and became a
member of the firm's Executive Committee in 2011.

Separately, Cadwalader, Wickersham & Taft LLP announced that 15 of
its Washington-based attorneys are included in the 2013
Washington, D.C. edition of Super Lawyers magazine, which features
attorneys who have attained a high degree of peer recognition and
professional achievement. Methodology for selection includes
independent research, peer nominations and peer evaluations. Those
Cadwalader attorneys listed as Washington, D.C. Super Lawyers -
and of most interest to BankruptcyData.com's readers - are as
follows: Mark C. Ellenberg (Bankruptcy & Creditor/Debtor Rights);
Peter M. Friedman (Bankruptcy & Creditor/Debtor Rights).


* Houlihan Lokey Head of Asia Appointed
---------------------------------------
Houlihan Lokey appointed David Timblick Managing Director and Head
of Asia, including Houlihan Lokey's Tokyo office.

Timblick is based in Hong Kong and joins from Lazard Asia, where
he has held a number of roles over the past 14 years. He recently
served as head of Lazard's Asia advisory practice, overseeing
strategy, planning, and client coverage across the region.

Prior to Lazard, Timblick held senior positions at the Korea
Merchant Banking Corporation and Arthur Andersen Consulting.
Timblick began his banking career in 1990 at Arthur Andersen & Co.
Timblick holds a B.A. with Honors in Politics, Philosophy and
Economics from Oxford University and an M.B.A. in Finance from
INSEAD Fontainebleau France.


* Potter Anderson Partners Added
--------------------------------
Potter Anderson & Corroon LLP announced the addition of three
highly-regarded Delaware attorneys to the firm. Robert L. Symonds,
Jr. and Matthew J. O'Toole, formerly of the Delaware office of
Stevens & Lee, and Thomas A. Mullen, formerly of Prickett, Jones &
Elliott, P.A., have joined the firm as Partners.

Their arrival reaffirms Potter Anderson's continuing commitment to
providing its clients with the best counsel in corporate and
business law.

Symonds, O'Toole and Mullen are all Members of the Drafting
Committee responsible for amendments to the Delaware Limited
Liability Company Act, the Delaware Revised Uniform Limited
Partnership Act and the Delaware Revised Uniform Partnership Act.

Symonds, one of the original drafters of the Delaware Limited
Liability Company Act, joins Potter Anderson from the Corporate,
Finance & Capital Markets Practice of Stevens & Lee. He has spent
his nearly thirty-year career serving as Delaware counsel to
lenders, borrowers, investors, managers, trustees and other
parties in domestic and international business transactions.

O'Toole also joins Potter Anderson from the Corporate, Finance &
Capital Markets Practice of Stevens & Lee. Mullen joins Potter
Anderson from the Corporate and Business Law Counseling Practice
Group of Prickett, Jones & Elliott. Mullen has over twenty years
of experience advising clients on Delaware corporate and
alternative entity law matters and regularly provides third-party
legal opinions in commercial transactions subject to Delaware law.

Mullen has particular experience advising boards and conflict
committees of master limited partnerships in connection with
mergers, reorganizations and related party transactions.


* Winston & Strawn Faces DQ Bid In Calif. City Bankruptcies
-----------------------------------------------------------
David McAfee of BankruptcyLaw360 reported that, citing an alleged
conflict of interest, the California Public Employees' Retirement
System told a California federal judge on Friday that Winston &
Strawn LLP should be disqualified from representing a creditor in
the Chapter 9 bankruptcies of the cities of Stockton and San
Bernardino.

According to CalPERS, creditor National Public Finance Guarantee
Corp.'s attorneys at Winston & Strawn recently recruited at least
five lawyers who were representing CalPERS in the two bankruptcy
cases from the Charlotte, N.C., office of K&L Gates LLP, the
report related.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

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 ***