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         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 24, 2013, Vol. 17, No. 142

                            Headlines

1701 COMMERCE: Can Continue Cash Collateral Use Until May 31
2638 SINGER: Case Summary & 10 Unsecured Creditors
2659 NOVA DRIVE: Voluntary Chapter 11 Case Summary
30 WASHINGTON: Case Summary & 9 Unsecured Creditors
ABSORBENT TECHNOLOGIES: Panel Can Tap Greene & Markley as Counsel

AH TWO LLC: VOLUNTARY CHAPTER 11 Case Summary
AHERN RENTALS: Noteholders Object to $415MM Exit Financing
AIRTRONIC USA: Investor Converts $750,000 Bridge Loan to Equity
AMERICAN MANAGED: "Concha" Suit Stayed Due to Chapter 11 Filing
ARCAPITA BANK: Fights $70-Mil. Claim as It Works to Exit Ch. 11

ARMOR HOLDCO: Strong Performance Cues Moody's to Assign B3 CFR
ARMOR HOLDING: S&P Assigns 'B-' CCR & Rates $300MM Loan 'B'
ATARI INC: Proposes to Sell Assets on Piecemeal Basis
ATP OIL: Bristow Records $0.9M Pre-Tax Allowance Due to Bankruptcy
AUXILIUM PHARMACEUTICALS: Moody's Assigns First-Time 'B2' CFR

AUXILIUM PHARMACEUTICALS: S&P Assigns 'B-' CCR; Outlook Positive
AVIS BUDGET: S&P Assigns 'BB' Rating to $1BB Term Loan B
BAPA CORPORATION: Case Summary & 20 Largest Unsecured Creditors
BIRDSALL SERVICES: Judge Says Firm Can Auction Assets on June 4
BNM TRUCKING: Case Summary & 20 Largest Unsecured Creditors

BORDERS GROUP: $211MM in Gift Cards Worthless After Ruling
CAESARS ENTERTAINMENT: Fitch Says CGP Deal Negative for OpCo
CHEM RX: Bosses Ask 2nd Circ. to Toss $106MM Clawback Suit
CHORDUS INC: Case Summary & 20 Largest Unsecured Creditors
CLEAR CHANNEL: Fitch Assigns 'CC' Rating to New Exchange Notes

CLEARWIRE CORP: Postpones Shareholder Vote as Sprint Raises Offer
CLK HUMAN RESOURCES: Case Summary & 14 Unsecured Creditors
COLLINS PARK: Case Summary & 3 Unsecured Creditors
COLUMBUS EXPLORATION: Dispatch Wins Round in Bankruptcy Fight
COMMSCOPE HOLDING: S&P Assigns 'B+' CCR & Rates $550MM Notes 'B-'

CONTECH ENGINEERED: Moody's Rates New $150MM Sr. Term Loan 'B3'
CONTECH HOLDINGS: S&P Assigns Prelim. 'B' CCR; Outlook Stable
COOPER-BOOTH WHOLESALE: Case Summary Creditors List
CROSSPOINT DEVELOPMENT: Case Summary & Creditors List
DANIEL JARVIS: Voluntary Chapter 11 Case Summary

DAVID ADKINS: Comedian Sinbad Files for Bankruptcy for Second Time
DBSI INC: Former Brass Deny Ponzi Scheme Charges
DDR CORP: Fitch Raises Issuer Default Rating From 'BB+'
DREIER LLP: Investors Say Profits Weren't Part of Ponzi Scheme
ECOSSE ENERGY: In Default of CNSX Requirements; Trading Suspended

DRYSHIPS INC: Posts $116.6-Mil. Net Loss in First Quarter
ELPIDA MEMORY: Aims to Seal $2B Micron Sale with Plan Approval
ERBA DIAGNOSTICS: Gets NYSE MKT Listing Non-Compliance Notice
FISKER AUTOMOTIVE: Fields $20-Mil. Offer from Bob Lutz, Wanxiang
FREESCALE SEMICONDUCTOR: Fitch Rates $500MM Secured Notes 'CCC+'

FIRST WIND: Moody's Changes Outlook to Positive & Affirms B3 CFR
FISKER AUTO: Wanxiang Mulls Buyout in Prearranged Bankruptcy
GGW BRANDS: 'Girls Gone Wild' Subsidiary Cleared For Ch. 11
GREAT BASIN: Waterton Completes Acquisition of Mining Assets
GREEN MOUNTAIN: S&P Raises Rating on $1.25BB Facilities 'BB'

HARRISBURG, PA: Control May Limit City's Election's Impact
HAWAII OUTDOOR: David Farmer Named as Chapter 11 Trustee
HAWAII OUTDOOR: Ch.11 Trustee Can Hire Timothy Hogan as Counsel
HAWAII OUTDOOR: Wagner Choi Withdraws as Counsel
HAWAII OUTDOOR: Can Employ Ramon J. Ferrer as Counsel

HELLER EHRMAN: Orrick Loses Bid to Flip Fraud Transfer Ruling
HIDALGO LOGISTICS: Voluntary Chapter 11 Case Summary
HIGHWAY TECHNOLOGIES: Files for Chapter 11 to Liquidate
HIGHWAY TECHNOLOGIES: Obtains $3MM DIP Financing From Oak Hill
HIGHWAY TECHNOLOGIES: Taps Hilco as Exclusive Sales Agent

HIGHWAY TECHNOLOGIES: Taps KCC as Claims and Notice Agent
HOWREY LLP: Looks To Pursue Claims Against Dewey, Cooley, MoFo
HOWREY LLP: Looks To Pursue Claims Against Dewey, Cooley, MoFo
HUSKY INTERNATIONAL: Moody's Alters Outlook on B2 CFR to Negative
JAMES RIVER: Moody's Lowers CFR and Sr. Notes Rating to Caa2

JC PENNEY: Obtains $2.25 Billion Financing
JEH COMPANY: Roofing Distributor Seeks Chapter 11 in Texas
JOEHAN ENTERPRISE: Case Summary & 6 Unsecured Creditors
KIDSPEACE CORPORATION: Case Summary & Creditors List
KIT DIGITAL: $25MM Ch. 11 Deal Delayed by Equity Group

LEGACY RESERVES: Moody's Assigns 'Caa1' Rating to $250MM Notes
LIFE LLC: Case Summary & 2 Unsecured Creditors
LIFECARE HOLDINGS: Seeks Appointment of Wind-Down Officer
LIFECARE HOLDINGS: GE Capital Engagement Letter Approved
LIFECARE HOLDINGS: U.S. Trustee Objects to Committee/Lenders Deal

LINDEN PARK: Case Summary & 4 Unsecured Creditors
LYONDELL CHEMICAL: BNY Mellon Win in LBO Case Upheld by NY Court
LYONDELLBASELL: Raises Dividend, Approves Share Buybacks
MAGNUM HUNTER: Moody's Alters Outlook to Negative, Affirms B3 CFR
MASSACHUSETTS DEVELOPMENT: S&P Lowers Rating on Bonds to 'B+'

MATHIN FAMILY: Case Summary & 4 Unsecured Creditors
MF GLOBAL: CFTC Watchdog Faults Gensler for Recusal from Probe
MF GLOBAL: Trustee Liquidates Broker's CME Group Memberships
MIDTOWN SCOUTS: Section 341(a) Meeting Set on June 10
MILAGRO OIL: S&P Lowers Corp. Credit Rating to 'CC'; Outlook Neg.

MINE RECLAMATION: Sanitation Districts Cease Waste Negotiations
MONROE GARDENS: Voluntary Chapter 11 Case Summary
NEWLEAD HOLDINGS: Gets NASDAQ Listing Non-Compliance Notice
NORANDA ALUMINUM: S&p Revises Outlook to Neg. & Affirms 'B' CCR
NORTEL NETWORK: British Retirees Fight Objection to $1.3B Claims

NRG ENERGY: Moody's Affirms 'Ba3' CFR; Outlook Stable
NV ENERGY: Moody's Raises Senior Unsecured Rating From 'Ba1'
OMEGA NAVIGATION: Plan of Liquidation Effective
ONE SOURCE: Case Summary & 20 Largest Unsecured Creditors
ORECK CORP: Reaches Deal With Creditors On Expedited Asset Sale

PHOENIX COS: Fitch Keeps 'B+ IDR on Rating Watch Negative
PHOENIX COS: S&P Affirms 'B-' Counterparty Credit Rating
PHOENIX COMPANIES: Delays Filing of Financial Statements
PICTOU LODGE: Employees Prepare to Reopen After Receivership
POWERWAVE TECHNOLOGIES: Gets Extension to File Payment Plan

PRIMCOGENT SOLUTIONS: Case Summary & 30 Top Unsecured Creditors
PROMMIS SOLUTIONS: Seeks to Sell Three Units
PURE ENERGY: Canadian Battery Maker in Administration
QUAIL TRAVEL: Chapter 15 Case Summary
RB PROCESSING: Voluntary Chapter 11 Case Summary

RAR HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
RESIDENTIAL CAPITAL: "Ulbrich" Suit Accord Gets Final Approval
REVSTONE INDUSTRIES: American Axle Offers $2.5-Mil.
SABINE PASS: Upsized $5.9-Bil. Bank Loan Gets Moody's Ba3 Rating
SAN BERNARDINO, CA: School Bonds Test City's Bankruptcy

SAC CAPITAL: Aims to Stem Withdrawal Requests
SANDIA DRILLING: Case Summary & 10 Unsecured Creditors
SEVEN COUNTIES: Not Eligible for Ch.11, KRS & KERS Argue
SKIPJACK'S SEAFOOD: Case Summary & 16 Unsecured Creditors
SPECIALTY PRODUCTS: Asbestos Liability Pegged at $1.2BB

TLO LLC: Section 341(a) Meeting Scheduled on June 5
TOTAL OFFICE: Case Summary & 15 Unsecured Creditors
TOUSA INC: Aurelius Scores Windfall Under Creditor-Payment Plan
TPO HESS: To Seek Confirmation of Liquidating Plan on July 24
TPO HESS: Wins Interim Approval of $750,000 DIP Financing

TPO HESS: Has Approval for Epiq as Claims and Noticing Agent
TPO HESS: Case Summary & 40 Largest Unsecured Creditors
TRIBUNE CO: Shashi Seth to Lead Digital Venture
TRITON CONTAINER: S&P Affirms 'BB+' CCR; Outlook Stable
UNIQUE BROADBAND: Judge Issues Reasons for Decision in UBS Claims

US AIRWAYS: Fitch Rates Proposed $100MM Class C Certs 'BB-'
US AIRWAYS: Moody's Assigns B3 Rating to Class C Certificates
US AIRWAYS: S&P Assigns Prelim. 'B' Rating to Class C Certificates
VALLEYCREST COS: S&P Assigns 'B-' CCR & Rates $265MM Loan 'B-'
VERTIS HOLDINGS: Taps GA Keen as Real Estate Broker & Consultant

VINTAGE CONDOMINIUM: Voluntary Chapter 11 Case Summary
WASHINGTON MUTUAL: Noteholders Can't Join $10B Fight
WHEATLAND INDUSTRIAL: Accused of Fraud & Illegal Distributions
WURDINGER HOLDINGS: Case Summary & 20 Largest Unsecured Creditors

* House Panel Advances Asbestos Trust Transparency Bill
* Moody's: Active Product Management Boosts US Insurers' Growth
* Moody's Notes Continuing Rise of State HFA Delinquency Rates
* Moody's Examines Signs of Covenant Bubble in US Corp. Sector

* SEC Charges South Miami with Fraud over Debt Deals
* UBS Must Face Ex-CMBS Strategist's Whistle-Blower Lawsuit
* Fannie Mae Said to Sell Boom-Era CMBs to Reduce Holdings
* Dimon Remains in Control at JPMorgan
* LPS April Month-End Data Show Mortgage Delinquency Rate Down

* Christopher Howard to Join Sullivan & Cromwell's London Office
* O'Melveny Lures Another Cadwalader Bankruptcy Partner
* Matt Farrell Joins Renovo Capital
* Morgan Joseph Reports on Strength of Debt Capital Markets
* Huron Addresses Interim Management Options for Distressed Cos.

* 8th Cir. Appoints Michael E. Ridgway as Minn. Bankruptcy Judge

* BOOK REVIEW: Land Use Policy in the United States


                            *********

1701 COMMERCE: Can Continue Cash Collateral Use Until May 31
------------------------------------------------------------
The U.S. Bankruptcy Court signed a seventh amended order
authorizing 1701 Commerce, LLC, to continue using cash collateral
of senior lender Dougherty Funding, LLC, through May 31, 2013.

The continued interim use of cash collateral is conditioned on
Senior Lender's receipt of a monthly adequate protection payment
from the Debtor in the amount of $241,000 no later than May 5,
2013.  The Debtor is not authorized, absent Senior Lender's
consent, to make any payment or disbursement to any insider,
affiliate or otherwise related party of the Debtor.

A copy of the budget is available for free at:

   http://bankrupt.com/misc/1701_COMMERCE_cashcoll_order.pdf

The counsel for Dougherty Funding may be reached at:

         Paul L. Ratelle
         FABYANSKE, WESTRA, HART & THOMSON, P.A.
         800 LaSalle Avenue, Suite 1900
         Minneapolis, MN 55402
         Tel: 612-359-7600
         E-mail: pratelle@fwhtlaw.com

The Counsel for 1701 Commerce can be reached at:

         Michael D. Warner, Esq.
         COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
         301 Commerce Street, Suite 1700
         Fort Worth, TX 76102
         Tel: 817-810-5250
         Fax: 817-810-5255
         E-mail: mwarner@coleschotz.com

                     About 1701 Commerce

1701 Commerce LLC, owner and operator of a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas, filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on
March 26, 2012.  The Debtor also was the former operator of a
Shula's steakhouse at the Hotel.

1701 Commerce was previously named Presidio Ft. Worth Hotel LLC,
but changed its name to 1701 Commerce, prior to the bankruptcy
filing date to reduce and minimize any potential confusion
relating to an entity named Presidio Fort Worth Hotel LP, an
unrelated and unaffiliated partnership that was the former owner
of the hotel property owned by the Debtor.

1701 Commerce is a Nevada limited liability company whose members
are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II,
Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are
managed by Richfield Hospitality Group, an independent management
company that is not affiliated with the Debtor or any of its
members.

Judge D. Michael Lynn presides over the bankruptcy case.  The
Debtor disclosed $71,842,322 in assets and $44,936,697 in
liabilities.

The Plan co-proposed by the Debtor and Vestin Realty Mortgage I,
Inc., Vestin Realty Mortgage II, Inc., and Vestin Fund III, LLC,
provides that, among other things, Convenience Class of Unsecured
Claims of $5,000 will be paid 100% in cash without interest within
30 days after Effective Date, and Unsecured Claims in Excess of
$5,000 will be paid 100% with interest at 5% through 20 quarterly
payments.


2638 SINGER: Case Summary & 10 Unsecured Creditors
--------------------------------------------------
Debtor: 2638 Singer Island LLC
        P.O. Box 14343
        North Palm Beach, FL 33408

Bankruptcy Case No.: 13-21805

Chapter 11 Petition Date: May 21, 2013

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Julianne R. Frank, Esq.
                  FRANK, WHITE-BOYD, P.A.
                  11382 Prosperity Farms Rd #230
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 626-4700
                  Fax: (561) 627-9479
                  E-mail: fwbbnk@fwbpa.com

Scheduled Assets: $573,438

Scheduled Liabilities: $1,833,011

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flsb13-21805.pdf

The petition was signed by Robert A. Suarez, managing member.


2659 NOVA DRIVE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: 2659 Nova Drive LLC
        751 Fox Ridge Lane
        Caryville, TN 37714

Bankruptcy Case No.: 13-32566

Chapter 11 Petition Date: May 17, 2013

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Cynthia Williams Cole, Esq.
                  COLE & COMPANY, PLLC
                  P.O. Box 2232
                  Rockwall, TX 75087
                  Tel: (469) 328-0673
                  E-mail: cwc@coleandcompanypllc.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Dean Salem, managing member.


30 WASHINGTON: Case Summary & 9 Unsecured Creditors
---------------------------------------------------
Debtor: 30 Washington Street, LLC
        545 Broadway, Suite #4
        Brooklyn, NY 10026

Bankruptcy Case No.: 13-43089

Chapter 11 Petition Date: May 21, 2013

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Nancy Hershey Lord

Debtor's Counsel: Isaac Nutovic, Esq.
                  NUTOVIC & ASSOCIATES
                  261 Madison Avenue, 26th Floor
                  New York, NY 10016
                  Tel: (212) 421-9100
                  E-mail: inutovic@nutovic.com

Scheduled Assets: $837,910

Scheduled Liabilities: $5,640,871

A copy of the Company's list of its top unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb13-43089.pdf

The petition was signed by Martin Spitzer, manager.


ABSORBENT TECHNOLOGIES: Panel Can Tap Greene & Markley as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Absorbent
Technologies, Inc., sought and obtained approval from the U.S.
Bankruptcy Court to employ Greene & Markley, P.C. as its attorneys

The firm's rates are:

    Name                  Status                  Rate
    ----                  ------                  ----
  David A. Foraker       Principal                $450
  Conde T. Cox           Of Counsel Attorney      $395
  Sanford R. Landress    Principal                $315
  Corri Larsen           Legal Assistant          $160

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

The Attorneys for Official Committee of Unsecured Creditors can be
reached at:

         David A. Foraker
         GREENE & MARKLEY, P.C.
         1515 SW Fifth Avenue, Suite 600
         Portland, OR 97201
         Tel: (503) 295-2668
         Fax: (503) 224-8434
         E-mail: david.foraker@greenemarkley.com

                        Absorbent Technologies

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

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

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

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

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

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


AH TWO LLC: VOLUNTARY CHAPTER 11 Case Summary
---------------------------------------------
Debtor: AH Two, LLC
        101 W Prairie Center, #364
        Hayden, ID 83835

Bankruptcy Case No.: 13-20518

Chapter 11 Petition Date: May 15, 2013

Court: U.S. Bankruptcy Court
       District of Idaho (Coeur d'Alene)

Debtor's Counsel: Kevin P. Holt, Esq.
                  HOLT LAW OFFICE, PLLC
                  618 N. 4th Street, Suite 2
                  Coeur d'Alene, ID 83814
                  Tel: (208) 664-5011
                  Fax: (208) 765-5681
                  E-mail: kholt@holtlawoffice.com

Scheduled Assets: $2,000,300

Scheduled Liabilities: $796,280

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Ronald J. Ayers, managing member.


AHERN RENTALS: Noteholders Object to $415MM Exit Financing
----------------------------------------------------------
BankruptcyData reported that investors holding approximately 90%
of Ahern Rentals' 9-1/4% Second Priority Senior Secured Notes due
August 15, 2013 filed with the U.S. Bankruptcy Court an objection
to Ahern Rentals' motion to enter into a commitment letter, fee
letter and syndication letter to obtain $415 million in exit
financing from Jefferies to fund the Company's Chapter 11 Plan of
Reorganization.

The noteholders assert, "As a result, to the extent necessary, the
Noteholder Group formally objects to Court approval of the New
Term Loan and respectfully states that the Court should not
approve the commitment letter for the New Term Loan since that
approval would obligate the estate to pay $5.68 million of
needless and duplicative commitment fee," the report related.

The noteholders also filed an additional objection to Ahern
Rentals' motion explaining, "Notwithstanding its general support
of the Jefferies Financing, the Noteholder Group joins in the
Majority Term Lenders' Response and the Official Committee's
Response, and their shared concern regarding the closing condition
in the Jefferies Financing commitment letter that Don F. Ahern
must contribute at least $5 million in cash in support of the
Debtor's Plan...It is imperative that the Debtor and Mr. Ahern
provide parties in interest and the Court with satisfactory
evidence that the Equity Contribution Condition can be satisfied
before the Jefferies Financing Motion is approved and the estate
is obligated to pay $20 million in commitment fees for the
Jefferies Financing," the report further related.

The Court previously scheduled a May 23, 2013 hearing on the
matter.

                            Rival Plan

Stephanie Gleason writing for Daily Bankruptcy Review reports that
a Chapter 11 exit plan for Ahern Rentals Inc. proposed by second-
lien noteholders has garnered enough support to be presented
alongside Ahern's own restructuring proposal during a confirmation
hearing next month.

                        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 is set to begin in June.


AIRTRONIC USA: Investor Converts $750,000 Bridge Loan to Equity
---------------------------------------------------------------
Global Digital Solutions, Inc. on May 22 disclosed that the
$750,000 bridge loan it received from an investor, which it is
using to provide debtor-in-possession financing to Airtronic USA,
Inc., is to be converted into GDSI common stock.

"[Wednes]day's announcement signals growing confidence in GDSI's
expanding leadership team and strategic direction," said Richard
J. Sullivan, the company's largest shareholder who will become
Chairman and CEO after the acquisition with Airtronic is
completed.  "We've been adding key executives and advisers
recently including former Florida Lt. Governor Jennifer Carroll,
Edwin Wang and Matthew Kelley.  The Airtronic team, under the
leadership of the company's President and CEO, Dr. Merriellyn
Kett, is top-notch.  So it is a real vote of confidence to have
the $750,000 bridge loan converted to equity.  It shows that we
are moving in the right direction."

On April 24, 2013, the company announced that Florida's former Lt.
Governor Jennifer Carroll had joined GDSI as a senior adviser and
that she was expected to become the company's President and Chief
Operating Officer after the completion of the planned merger with
Airtronic.

On August 20, 2012, the GDSI and Airtronic announced that they had
signed a letter of intent to enter into good faith discussions
involving a potential strategic combination in which Airtronic
would be acquired by GDSI.  Having completed those good faith
discussions, the companies signed a merger agreement and
reorganization plan on October 16, 2012.  Dr. Merriellyn Kett,
Airtronic's President and CEO, is expected to continue serving as
CEO of Airtronic once the merger between GDSI and Airtronic is
finalized.

Jennifer Carroll was the state's first female elected as Lt.
Governor and its first African-American elected statewide.  As Lt.
Governor from 2011 to 2013, Ms. Carroll oversaw the Florida
Department of Military Affairs, the Florida Department of Veterans
Affairs, and was Chairperson of Space Florida.  Born in Port of
Spain, Trinidad West Indies, Jennifer Carroll immigrated to the
United States as a young child.  After enlisting in the United
States Navy in 1979, Ms. Carroll served her adopted nation
honorably and with distinction, rising from the rank of jet
mechanic E-1 to retire as a Lieutenant Commander, Aviation
Maintenance Officer.  During her 20-year Navy career she was
awarded numerous awards, including a Meritorious Service Medal,
two Navy Commendation Medals, two Navy Achievement Medals, a
National Defense Service Medal, and an Expert Pistol Medal.  As a
Florida state legislator, Ms. Carroll served as Deputy Majority
Leader from 2003-2004, Majority Whip from 2004-2006, Chair of the
Finance Committee from 2006-2008, and Chair of the Economic and
Development Council from 2008-2010.  Ms. Carroll holds an MBA
degree from St. Leo University.

Merriellyn Kett, PhD, joined the company in 2003 as a partner and
helped to refocus the business on several essential battlefield
weapons, including the M203 40mm Grenade Launcher -- one of the
most widely used grenade launchers in the world -- the .50 cal.
Machine Gun, the MK 19 Grenade Machine Gun, and most recently the
MK 777, a shoulder-fired recoilless rifle that is light, lethal,
and affordable.  Dr. Kett received her doctorate in analytic
philosophy from DePaul University in Chicago, IL, and spent a year
studying at the Sorbonne in Paris, France.  Before joining
Airtronic in 2003, she worked in infrastructure development in
China, building a metallurgical coking plant in Shanxi Province.

Richard J. Sullivan is an entrepreneurial pioneer.  In 2001,
Mr. Sullivan received the prestigious World Economic Forum's
"Award for Advanced Chip Technology" presented in Davos,
Switzerland.  He served as Chairman and CEO of Applied Digital
Solutions, where he executed a technology rollup involving 42
acquisitions that succeeded in increasing the company's share
price from $2.50 to a peak of $18 per share.  During
Mr. Sullivan's decade-long tenure as Chairman and CEO, Applied
Digital was one of the highest volume traded stocks on NASDAQ.
Mr. Sullivan also served as Chairman and CEO of Digital Angel
Corporation and led the effort to spin off VeriChip Corporation.
In 1970, he was a founding member of the management team of
Manufacturing Data Systems, Inc., which listed at $7.50 per share
and was sold to Schlumberger N.V. in 1980 at $65 per share.

                About Global Digital Solutions, Inc.

Global Digital Solutions -- http://www.gdsi.co-- is refocusing
its business strategy on providing knowledge-based and culturally
attuned societal consulting and security-related solutions in
unsettled areas.

                      About Airtronic USA

Airtronic -- http://www.Airtronic.net/-- is an electro-mechanical
engineering design and manufacturing company. It provides small
arms and small arms spare parts to the U.S. Department of Defense,
foreign militaries, and the law enforcement market.  The company
also manufactures medical, avionics, and telecommunications
original equipment.  The company's products include grenade
launchers, rocket propelled grenade launchers, grenade launcher
guns, flex machine guns, grenade machine guns, rifles, and
magazines.  The company was founded in 1990 and is based in Elk
Grove Village, Illinois.  On May 16, 2012, the voluntary petition
of Airtronic, Inc. for liquidation under Chapter 7 was converted
to Chapter 11 reorganization.  The company had filed for Chapter 7
bankruptcy on March 13, 2012.


AMERICAN MANAGED: "Concha" Suit Stayed Due to Chapter 11 Filing
---------------------------------------------------------------
CONCHA v. AMERICAN MANAGED CARE, LLC is before the Court pursuant
to American Managed Care's Suggestion of Bankruptcy, which was
filed on May 14, 2013.

"Due to the Defendant's bankruptcy filing and the operation of the
automatic stay, this matter is stayed and administratively
closed," ruled District Judge Virginia M. Hernandez Covington.

In addition, the Court notes that it previously stayed and
administratively closed the case on May 9, 2013, after the
Defendant filed a Notice indicating that Universal Health Care,
Inc. and American Managed Care, LLC were subject to liquidation
proceedings by the Florida Department of Financial Services. The
Court's May 9, 2013, Order also imposed the requirement that the
parties file status reports on a periodic basis.

"The recent bankruptcy filing also requires that this case be
stayed and administratively closed," Judge Hernandez added.
"The previously imposed stay will continue and no further action
will be taken in this case until such time as the bankruptcy court
lifts the stay or the stay lapses."

The case is KEVIN DE LA CONCHA, on his own and on behalf of others
similarly situated, Plaintiff, v. AMERICAN MANAGED CARE, LLC,
Defendant, Case No. 8:12-cv-1520-T-33MAP, (M.D. Fla.).

A copy of the District Court's May 15, 2013 Order is available at
http://is.gd/1ZWNzHfrom Leagle.com.

                     About American Managed

American Managed Care LLC filed for protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 13-05952) on
May 3, 2013.  Roberta A Colton, Esq., represents the Debtor.


ARCAPITA BANK: Fights $70-Mil. Claim as It Works to Exit Ch. 11
---------------------------------------------------------------
Joseph Checkler, writing for Dow Jones Newswires, reported that
Arcapita Bank said an energy company's fraud claim stemming from
Arcapita's sale of Texas natural-gas assets should be pushed
behind the claims of other creditors.

According to the report, in a filing last week with the U.S.
Bankruptcy Court in Manhattan, Arcapita took on Tide Natural Gas
Storage LP's contention that Arcapita's bankruptcy plan shouldn't
be approved by a judge because of $70 million it says it is owed.

The $70 million lies in an escrow account and stems from Tide's
2010 purchase of natural-gas storage facilities from an Arcapita
subsidiary, the report said. Tide has been fighting for the money
in U.S. district court in Manhattan for two years, saying Arcapita
overstated the amount of gas at the plants and gave inaccurate
information regarding operating expenses. Arcapita's bankruptcy
filing temporarily halted that suit, but Tide continues to fight
the company in bankruptcy court, saying its claim to the $70
million shouldn't be placed behind the claims of other creditors.

In its filing made last week, Arcapita says the $70 million claim
by Tide should be subordinated to those of other creditors, the
report related. The issue, Arcapita says, isn't whether the claim
should be placed lower, but rather how much of it should be.

A lawyer for Tide didn't immediately respond to a request for
comment, the report said.

                        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.


ARMOR HOLDCO: Strong Performance Cues Moody's to Assign B3 CFR
--------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating to
Armor Holdco, Inc., B2 ratings to its proposed senior secured
first lien term loan and revolving credit facility, and a Caa1
rating to its proposed senior secured second lien term loan. The
outlook for the ratings is stable.

Ratings Rationale:

Armor's B3 corporate family rating reflects its strong competitive
positioning in the consolidating securities transfer and
processing business in North America, improvements to its
operating efficiency and expanded service offerings, and its
progress strengthening cash flow, reducing leverage, and
decreasing the cost of debt. The new credit facilities, issued by
Armor Holding II LLC, an Armor subsidiary, are part of a debt
recapitalization that will extend Armor's debt maturity profile
and reduce interest expense, further benefiting financial
performance. The challenges to Armor's credit profile include its
higher than peer leverage, recent history of operating losses, and
future refinancing risk concentrations.

Armor, through its principal operating subsidiaries including
American Stock Transfer & Trust Company and Canadian Stock
Transfer & Trust Company, is the second largest provider of share
registry and associated services in the U.S. and Canada with over
4,000 small to large-cap clients. A relatively high percentage of
the firm's revenues are recurring in nature, given the regularity
of client needs for registry and transfer services, the diversity
of Armor's client base, and its long average relationship tenures.
However, certain of Armor's revenue sources, including interest
income earned from fiduciary services and revenues stemming from
corporate M&A activities, suffered under weak market and economic
conditions during the past several years.

Despite challenges, Armor's operating performance, including
EBITDA, EBITDA margin, and Debt/EBITDA, improved over the last two
years, reflecting new product revenues, client growth, and
efficiency gains. During 2012, Armor completed a multi-year
investment plan that increased the capacity and capabilities of
its service platforms, led to the expansion of ancillary services
offerings, and supported the development of a suite of investor
relations services. Moody's believes that these initiatives
position Armor for future revenue growth and diversification.
However, the success of Armor's growth initiatives and the
strength of its operating performance depend on its ability to
attract new clients, cross-sell products to existing clients, and
on improvement in market and economic conditions, all factors that
remain uncertain.

A constraint on Armor's credit profile is leverage (Debt/EBITDA)
that remains higher than comparable business services companies.
Moody's estimates that under reasonably favorable conditions,
Armor has the potential to reduce leverage to peer medians within
two to three years, but less favorable conditions could materially
extend the timeframe for reducing leverage. An unexpected
deterioration of cash flow that stalls deleveraging could pressure
the firm's rating.

An additional challenge is Armor's recent pattern of pre-tax
operating losses. Losses in recent years reflect write-offs of
intangibles due to lower than anticipated returns with the onset
of weaker economic conditions, refinancing fees, and high interest
expense associated with debt recapitalization. Interest expense
after the proposed refinancing will decline, reflecting in
particular a significant decrease in the payment-in-kind component
of Armor's interest expense. An expected decline in future capital
expenditures should provide Armor with more flexibility to pay a
greater percentage of interest expense in cash, though this also
highlights the importance of the firm's revenue growth and expense
control as a means to improving free cash flow.

The proposed debt refinancing provides Armor with a multi-year
year window of opportunity to execute its operating plan without
immediate concern for refinancing risk. However, all of Armor's
debt matures within a one-year span beginning in 2020. Moody's
views this concentration of refinancing risk as a constraint on
the firm's ratings.

The B2 rating assigned to the senior secured first lien facilities
reflects their size in relation to Armor's other indebtedness, the
priority of their position within Armor's capital profile, and the
strength of the associated senior leverage metric. The Caa1 rating
assigned to the senior secured second lien term loan is based on
creditors' secondary claim on Armor's assets in a liquidation
scenario compared to the first lien facilities.

Armor's ratings could be upgraded if the firm succeeds in driving
leverage lower by repaying debt, growing and diversifying
revenues, and achieving sustainable net earnings. Ratings could be
downgraded if Armor's leverage fails to decline or its cash flow
deteriorates.

Ratings assigned:

Armor Holdco, Inc.:

Corporate Family Rating: B3

Armor Holding II LLC:

Senior Secured First Lien Term Loan: B2

Senior Secured First Lien Revolving Credit Facility: B2

Senior Secured Second Lien Term Loan: Caa1

Armor Holdco, Inc. is a provider of transfer and processing
services and complimentary services to public companies.

The principal methodology used in this rating was Moody's Global
Securities Industry Methodology published in December 2006.


ARMOR HOLDING: S&P Assigns 'B-' CCR & Rates $300MM Loan 'B'
-----------------------------------------------------------
Standard and Poor's Ratings Services assigned a 'B-' corporate
credit rating to Brooklyn, NY-based Armor Holding II LLC, the
holding company for the American Stock Transfer companies.  The
outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating to the
company's proposed $300 million first lien term loan due 2020.
The '2' recovery rating indicates S&P's expectation for
substantial (70% to 90%) recovery in the event of payment default.
S&P also assigned a 'CCC' issue-level rating to the company's
proposed $180 million second lien term loan due 2020.  The '6'
recovery rating indicates S&P's expectation for negligible (0% to
10%) recovery in the event of payment default.

The company is also issuing a $20 million revolving credit
facility due 2018, and Armor Holdco Inc., the parent company of
Armor Holding II, is issuing a $78 million unsecured note due
2021, both unrated.

The company plans to use the proceeds to repay its existing senior
and mezzanine debt and to pay transaction fees.

"The ratings reflect AST's "weak" business risk profile resulting
from its narrow market focus and the potential volatility of
interest income, as well as its "highly leveraged" financial
profile with adjusted leverage of about 11x (including 50% of
preferred equity as debt)," said Standard & Poor's credit analyst
Christian Frank.  "These factors are partially offset by the
company's good market position and meaningful recurring revenue,"
added Mr. Frank.

Regulators require companies with public equity to employ transfer
agents to keep a record of their shareholders, and AST holds the
no. 2 positions in the U.S. and Canadian markets behind
Computershare.  These markets are concentrated, with the top two
participants holding more than 60% share.  AST earns interest
income on balances it holds temporarily on behalf of its clients
for dividends and merger and acquisition transactions.  This
income is vulnerable to declines in customer balances and interest
rates.  However the company has hedged about one-third of its
fiduciary balances, locking in higher fixed rates through fiscal
2018, and with interest rates at historic lows, it will benefit
from the unhedged balances if rates rise.  The company has also
focused on improving its product offering by growing adjacent
services, such as proxy advisory and solicitation, asset
reunification, and reorganization services.


ATARI INC: Proposes to Sell Assets on Piecemeal Basis
-----------------------------------------------------
Rachel Feintzeig, writing for Dow Jones Newswires, reports that,
unable to find a suitable lead bidder for its assets, Atari Inc.
said in court papers it wants to put its videogame business on the
auction block in pieces:

     Asset                                    Minimum Bid
     -----                                    -----------
     Atari brand                            $15.0 million

     "RollerCoaster Tycoon" franchise        $3.5 million

     "Test Drive" franchise                  $1.5 million

     "Humongous" franchise                   $500,000
     "Fatty Bear's Birthday Surprise" and
     "Math Gran Prix,"

     "Total Annihilation" franchise          $250,000

Atari has assigned July auction dates for the assets.

The report notes it is still unclear how much enthusiasm for the
assets Atari will be able to drum up at the four days of auctions
that it wants to host.  The report recounts that Atari sought
bankruptcy protection on Jan. 21 and soon commenced a hunt for a
buyer, or buyers. Its investment banker reached out to more than
180 potential purchasers: financial and strategic buyers, game and
nongame companies. More than 90 signed confidentiality agreements
and dug deeper into Atari's financials, but only 15 submitted
preliminary bids, none of which Atari deemed "acceptable" to serve
as a stalking-horse bidder that would set a floor price for the
assets.

According to the report, Atari wants a judge to consider signing
off on its bid rules at a hearing June 11. It is aiming to receive
bids by a July 10 deadline in advance of auctions proposed for
July 16, 17, 18 and 19. Atari wants a judge to consider giving his
blessing to the transactions at a sale hearing July 24.

                           About Atari

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

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

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

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

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


ATP OIL: Bristow Records $0.9M Pre-Tax Allowance Due to Bankruptcy
------------------------------------------------------------------
Bristow Group Inc. on May 22 disclosed that the Company's Adjusted
net income for the March 2013 quarter and fiscal year 2013
includes pre-tax allowances of $0.9 million ($0.02 per diluted
share) and $4.9 million ($0.11 per diluted share), respectively,
for doubtful accounts in connection with ATP Oil & Gas Corp.''s
bankruptcy.

ATP is a client in the U.S. Gulf of Mexico.

The disclosure was made in Bristow Group's earnings release for
the fiscal fourth quarter and year ended March 31, 2013, a copy of
which is available for free at http://is.gd/x7LLJg

                          About ATP Oil

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

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

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

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

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


AUXILIUM PHARMACEUTICALS: Moody's Assigns First-Time 'B2' CFR
-------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Auxilium
Pharmaceuticals, Inc., including a B2 Corporate Family Rating, a
B2-PD Probability of Default Rating and a Ba2 rating on Auxilium's
senior secured credit facility. At the same time, Moody's assigned
a SGL-2 Speculative Grade Liquidity Rating. This is the first time
Moody's has rated Auxilium. The rating outlook is stable.

Ratings assigned:

B2 Corporate Family Rating

B2-PD Probability of Default Rating

Ba2 (LGD2, 16%) senior secured term loan of $225 million

SGL-2 Speculative Grade Liquidity Rating

Ratings Rationale:

Auxilium's B2 rating reflects its modest size and scale, its
significant revenue concentration in its top three products, its
limited track record of profitability, and competitive pressures
affecting the Testim franchise. The rating gives credit for the
company's niche focus in urology, and potential upside from cost
synergies arising from the recent Actient acquisition and the
pending FDA approval of Xiaflex in Peyronie's Disease. On a pro
forma basis, debt/EBITDA totaled 6.6 times in 2012 which Moody's
views as high in light of product concentration.

The SGL-2 Speculative Grade Liquidity Rating reflects Auxilium's
good liquidity profile supported by its good cash balances,
expectations of good free cash flow over the next twelve to
fifteen months and the lack of financial maintenance covenants in
the bank credit agreement.

The rating outlook is stable, reflecting Moody's expectation for
modest EBITDA growth and modest debt reduction over the next 12 to
18 months, but more substantial deleveraging over the intermediate
term. These factors will be offset by continuing high revenue
concentration in Testim. Expanding scale and diversity, successful
integration of Actient, launch of Xiaflex in Peyronie's Disease,
and sustaining leverage below 3.0 times could result in a rating
upgrade. Conversely, a rating downgrade could be caused by severe
constraints on liquidity and/or a material downturn in Testim
sales, a product supply disruption or further debt financed
business development resulting in leverage materially exceeding
5.0 times on a sustained basis.

Headquartered in Chesterbrook, Pennsylvania, Auxilium
Pharmaceuticals, Inc. ("Auxilium") is a niche pharmaceutical
company with a focus on urological diseases and other specialty
areas. Auxilium reported $395.3 million of revenues in 2012,
although this included $93.6 million of deferred revenue
associated with a Pfizer collaboration.

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.


AUXILIUM PHARMACEUTICALS: S&P Assigns 'B-' CCR; Outlook Positive
----------------------------------------------------------------
Standard & Poor's Rating Services said it assigned a 'B-'
corporate credit rating to Chesterbrook, Pa.-based Auxilium
Pharmaceuticals Inc.  The outlook is positive.  S&P also assigned
a 'B' issue-level rating to the company's term loan, with a
recovery rating of '2', indicating expectations (70%-90%) for
substantial recovery in the event of a payment default.

"The ratings on Auxilium Pharmaceuticals Inc. reflect its
"vulnerable" business risk profile and "highly leveraged"
financial risk profile.  Key credit factors considered in our
business risk assessment include its reliance on Testim for a
sizeable portion of revenues, limited growth potential, and heavy
dependence on the testosterone replacement therapy (TRT) market,
which is facing increased competition from major pharmaceutical
companies," said credit analyst John Babcock.  "The company's
limited product pipeline and low profitability compared with its
peers further support our view.  Auxilium's financial risk profile
predominantly reflects its highly leveraged capital structure."

S&P's positive outlook reflects its belief that there is at least
a one-third probability that Auxilium's performance sufficiently
exceeds its projections to warrant an upgrade.  This includes
significant EBITDA margin expansion, successful integration of the
Actient acquisition, and a resulting decrease in leverage,
including a debt-to-EBITDA ratio below 5x and a funds from
operations-to-debt ratio exceeding 12%.  S&P estimates this would
occur if the company generates about $110 million in EBITDA in
2014.

While unlikely, S&P could lower its rating on Auxilium if the
company's financial performance deteriorates significantly,
thereby raising the risk of a default within the next 12 months.
S&P estimates this would require a steep decline in earnings that
would drive increasing cash flow deficits and impair its
liquidity, consequently putting into question its ability to
service its debt obligations.


AVIS BUDGET: S&P Assigns 'BB' Rating to $1BB Term Loan B
--------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB' rating to Parsippany, N.J.-based car and truck renter Avis
Budget Car Rental LLC's (the primary operating subsidiary of Avis
Budget Group Inc.) $1 billion term loan B.  The recovery rating is
'1', indicating S&P's expectation that lenders would receive very
high (90%-100%) recovery in a payment default scenario.  The
company will use the proceeds to repay the existing $900 million
term loan B and other outstanding debt.

The ratings on Avis Budget Group Inc. reflect the company's
aggressive financial profile, the price-competitive and cyclical
nature of on-airport car rentals, and a significant amount of
secured assets.  The ratings also incorporate the company's
position as one of the largest global car rental companies, the
relatively stable cash flow the business generates, and S&P's
expectation that Avis Budget's operating performance will continue
to improve.  Standard & Poor's characterizes the company's
business profile as "fair," its financial profile as "aggressive,"
and its liquidity as "adequate" under S&P's criteria.

The outlook is positive.  S&P expects most of Avis Budget to
maintain most of its credit metrics, but for EBITDA interest
coverage to improve due to lower interest expense related to the
refinancing of a substantial portion of its debt at lower rates.
S&P also expects the company to continue to realize synergies from
the Avis Europe and Zipcar acquisitions.  Over the next year, S&P
expects EBITDA interest coverage to increase to about 5x from 4.1x
in 2012, and funds from operations (FFO) to debt and debt to
EBITDA to remain relatively consistent in the low-20% area and
mid-4x area, respectively.  S&P could raise the ratings if
benefits from the integrations exceed its expectations or
operating performance in Europe is stronger than S&P expects,
resulting in EBITDA interest coverage exceeding 4.5x or FFO to
debt exceeding 25% over a sustained period.  S&P could revise the
outlook to stable if industry conditions weaken and integration
benefits are not realized, or economic conditions in Europe are
weaker than S&P expects, causing FFO to debt to fall below the
mid-teens percent area on a sustained basis.

RATINGS LIST

Avis Budget Car Rental LLC
Corporate Credit Rating            B+/Positive/--

New Ratings

Avis Budget Car Rental LLC
$1 billion term loan B             BB
  Recovery Rating                   1


BAPA CORPORATION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: BAPA Corporation
          aka BAPA Henderson Corporation
        6320 Amp Drive
        Clemmons, NC 27012

Bankruptcy Case No.: 13-10316

Chapter 11 Petition Date: May 15, 2013

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: R. Keith Johnson, Esq.
                  R. KEITH JOHNSON, P.A.
                  1275 South Highway 16
                  Stanley, NC 28164
                  Tel: (704) 827-4200
                  Fax: (704) 827-4477
                  E-mail: rkjpa@bellsouth.net

Scheduled Assets: $0

Scheduled Liabilities: $2,215,527

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ncwb13-10316.pdf

The petition was signed by Amit K. Patel, president.


BIRDSALL SERVICES: Judge Says Firm Can Auction Assets on June 4
---------------------------------------------------------------
Marie Beaudette writing for Dow Jones' DBR Small Cap reports a
bankruptcy judge has cleared New Jersey engineering firm Birdsall
Services Group Inc. to auction its assets next month, with Partner
Assessment Corp. kicking off bidding with an offer worth at least
$5.6 million.

Judge Michael Kaplan of the U.S. Bankruptcy Court in Trenton,
N.J., signed off on the June 4 auction and set a June 5 sale
hearing to review the auction results, according to DBR Small Cap.

                      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.


BNM TRUCKING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: BNM Trucking, Inc.
        2802 Spence Street
        Lufkin, TX 75904

Bankruptcy Case No.: 13-90146

Chapter 11 Petition Date: May 17, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Lufkin)

Debtor's Counsel: Robert E. Barron, Esq.
                  ROBERT E. BARRON, P.C.
                  P.O. Box 1347
                  Nederland, TX 77627
                  Tel: (409)727-0073
                  Fax: (409) 724-7739
                  E-mail: ecffiling@rbarronlaw.com

Scheduled Assets: $1,503,072

Scheduled Liabilities: $1,498,459

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/txeb13-90146.pdf

The petition was signed by Brian Newton, vice president.


BORDERS GROUP: $211MM in Gift Cards Worthless After Ruling
----------------------------------------------------------
David McAfee of BankruptcyLaw360 reported that a New York federal
judge on Wednesday dismissed appeals by customers who hold gift
cards from bankrupt book seller Borders Group Inc. and sought
refunds, saying the appeals are moot because the company's
distribution plan can't handle the approximately $210.5 million in
claims.

According to the report, the decision comes less than a month
after the customers pushed to revive their gift card claims in the
form of a class action seeking refunds, saying they didn't get an
adequate chance to press the action.  The customers' lawyer,
Daniel A. Zazove of Perkins Coie LLP, told U.S. District Judge
Andrew Carter Jr. at a hearing in Manhattan federal court, that
Borders never made a legitimate attempt to reach out to about 17
million gift card holders.

                        About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
both in-store and online e-commerce components.  As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.  David M. Friedman, Esq., David S.
Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq.,
at Kasowitz, Benson, Torres & Friedman LLP, in New York, served as
counsel to the Debtors.  Jefferies & Company's Inc. served as the
financial advisor.  DJM Property Management is the lease and real
estate services provider.  AP Services LLC served as the interim
management and restructuring services provider.  The Garden City
Group, Inc., acted as the claims and notice agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, served as counsel to the DIP Agents.  Lowenstein Sandler
represented the official unsecured creditors committee for Borders
Group.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010.

Borders selected proposals by Hilco and Gordon Brothers to conduct
going out of business sales for all stores after no going concern
offers of higher value were submitted by the deadline.

In January 2012, Borders' First Amended Joint Chapter 11 Plan of
Liquidation became effective, and the Company emerged from Chapter
11 protection.  The Court confirmed the Plan filed by the Debtors
and the Official Committee of Unsecured Creditors at a Dec. 20,
2011 hearing.

The Debtors have been renamed BGI Inc.


CAESARS ENTERTAINMENT: Fitch Says CGP Deal Negative for OpCo
------------------------------------------------------------
Caesars Entertainment Corp's announced transaction to contribute
its unrestricted assets, including its online gaming assets, into
a new entity, Caesars Growth Partners (CGP), is a negative for
Caesars Entertainment Operating Company (CEOC), according to Fitch
Ratings.

The Issuer Default Ratings (IDR) for CEC and CEOC remain 'CCC'
with a Negative Outlook.

The CGP transaction reduces the potential willingness and/or
ability of CEC and the sponsors to provide support CEOC, if
executed as contemplated. Additionally, the transaction weakens
the long-term standalone credit profile of CEOC, thereby
increasing CEOC's reliance on such support to maintain solvency.

The primary considerations that lead Fitch to this view include:

-- The transaction could effectively insulate 23% - 43% of the
   value of the CGP entity against a potential default at CEOC.
   CEC guarantees CEOC's debt and if the guarantee were called on
   by CEOC creditors, Fitch believes that CEC would be required to
   use all of its available assets to perform under the guarantee.
   With the transaction finalized, CEC and the sponsors may have
   less incentive to support CEOC if they view CEOC as insolvent
   knowing that they will retain at least a 23% economic stake in
   CGP assets.

-- CGP's capital allocation and dividend policies may not
   represent the best interests of CEOC's creditors. This could
   impact CEC's capacity to support CEOC via the $1 billion
   intercompany credit facility and complicates the
   ability/willingness to potentially extend or forgive the
   $1.1 billion of unsecured CEOC notes that will be contributed
   to CGP.

-- Caesars Acquisition Corp. (CAC) will be controlled by sponsors
   and participating CEC stockholders, who will own 23% - 43% of
   economic interest in CGP and 100% of the voting rights. (CEC's
   units in CGP will be non-voting). Therefore, CEC's share of any
   potential upstream dividends will be diluted by 23 - 43%. There
   will be up to $840 million cash in CGP following all of the
   planned transaction (after the purchase of assets from CEOC).
   However, CAC is more likely to retain the cash for future
   investment in higher return opportunities (e.g. Baltimore
   Horseshoe development, on-line gaming expansion and/or
   purchasing debt or injecting equity into PropCo), in Fitch's
   view.

-- CGP liquidation provisions benefit CAC over CEC. CAC may elect
   to liquidate CGP after five years of the transaction being
   finalized. Upon liquidation, CAC would be entitled to receive
   its contributed share plus a 10.5% annual rate of return on
   assets contributed ($500 million - $1.2 billion) before CEC
   receives anything. In other words, in order for CEC not to be
   diluted CGP has to generate a rate of return of at least 10.5%.
   Assuming the value of CGP assets is $2.475 billion at closing
   ($1.2 billion cash provided by CAC participants plus assets
   contributed by CEC) and there is no growth at CGP over the next
   five years, CEC would be entitled to about $700 million at the
   point of liquidation although the fair value of assets
   contributed by CEC at the transaction closing is valued at
   $1.275 billion (per CEC 8-K).

-- Positively, the transaction will inject $500 million - $1.2
   billion into the overall enterprise. However, the capital
   infusion comes at the expense of diluting CEC's ownership in
   CGP's assets and the investment return hurdle rate of 10.5% is
   very high. Therefore, CGP needs to reflect superior growth in
   order to materially benefit CEC directly and CEOC indirectly.

-- Another possible positive is the potential infusion of $360
   million into CEOC from the sale of Planet Hollywood and other
   assets to CGP. However, the asset sale comes at expense of
   recurring FCF and the cash may directly or indirectly get
   funneled to CEC via intercompany loan repayment rather than
   repayment of debt due to external creditors (more detail on
   the liquidity considerations in the liquidity section).

Other Notable Considerations on CGP

-- Fitch does not believe that CEC will be in position to exercise
   its right to purchase CAC's voting stake in CGP after three
   years since Fitch does not expect CEC to be below 9x leverage
   (hurdle required for the purchase to occur). Fitch calculates
   that CEC's net leverage (using CEC adjusted leverage) at around
   12x and 11x if giving CEC credit for future potential cost
   savings.

-- Fitch believes that the participation in the CGP transaction by
   CEC shareholders (besides the sponsors) will be high because
   Fitch suspects that the existing CEC shareholders bought into
   the stock in large part because of the online assets and will
   want to opt for more direct exposure to these assets versus
   staying in CEC, which is susceptible to bankruptcy.

-- Fitch assumes that CEOC creditors will have limited means of
   stopping the transaction from occurring since the CEC
   contributed assets will remain within the consolidated group
   and are unrestricted. CAC shareholders will contribute $500
   million --$1.2 billion in equity into CGP for their 23% - 43%
   economic stake, which one could argue is in the range of fair
   value.

-- CGP acquiring $1.1 billion face value of CEOC senior notes that
   are now held at Harrah's BC, Inc. (HBC) raises additional
   questions as to how the notes now held at HBC will be treated
   at maturity (2015 - 2017). The nearest maturity for these notes
   is 2015, with $792 million outstanding and $427 million held at
   HBC. Fitch believes that maturity extensions on the HBC notes
   are more likely than debt forgiveness under either scenario.

Transaction Background
CEC announced a formation of CGP on April 22. CEC will contribute
shares of Caesars Interactive Entertainment, Inc. (CIE) and $1.1
billion face value of senior notes previously issued by CEOC and
now held at HBC, an unrestricted subsidiary of CEC, in exchange
for non-voting shares in CGP. Fair market value for these assets
stated by CEC in the 8-K filing is $1.275 billion. The market
value of the CEOC notes being contributed is roughly $860 million,
implying a valuation in the $400 million-$425 million range for
CIE, which owns Caesars' online gaming assets.

CGP intends to raise up to $1.2 billion of capital, which will
include $250 million from each of the two sponsors, Apollo
Management and TPG Capital, plus proceeds from other participating
CEC stockholders. The sponsors and other participating
stockholders will own interest in CGP through ownership in CAC, a
newly created entity which will contribute up to $1.2 billion
raised for CGP in exchange for a 23% - 43% economic interest and
100% of the voting rights in CGP.

CGP will then purchase certain assets from CEOC for $360 million.
These assets include Planet Hollywood in Las Vegas (has $515
million of debt); 52% interest in the Horseshoe Baltimore
development; and 50% financial interest in the management fee
income associated with the two properties being contributed (CEOC
will remain the manager).

CEC will retain 57% - 77% non-voting economic interest in CGP,
depending on the level of participation by the existing
shareholders. After three years CEC has the right to acquire the
voting shares in CGP or CAC (at CAC's election). In order for CEC
to exercise the right to acquire the voting shares from CAC
certain conditions must be met including CEC having net leverage
not greater than 9.0x and liquidity of at least $1 billion. The
purchase price will be the greater of fair market value (subject
to limits based on CAC's return on capital) or the participating
shareholders' invested capital plus a 10.5% rate of return.

After eight and a half years CGP will be liquidated with proceeds
going first to CAC shareholders in amount to make them whole plus
provide for a 10.5% annual return on capital, then to Caesars to
make Caesars whole plus provide for a 10.5% annual return on
assets contributed, and then to all holders on pro rata basis.
Prior to this but five years after the transaction closes CAC
board may elect to liquidate, in which case the same flow of funds
would apply.

Pro Forma CEOC Liquidity Considerations
The $360 million of cash being paid to CEOC from CGP is equal to
roughly half of the cash burn Fitch projects at CEOC in 2014.
However, CEOC's annual cash flow will be reduced by around $80
million due to the sale of Planet Hollywood. This is based on the
following assumptions: EBITDA of $100 million (roughly equal to
amount Caesars subtracts from CEOC's adjusted leverage to account
for unrestricted assets' EBITDA) and 50% of management fees of
around $15 million (estimated based on 2% revenue /5% EBITDAM
formula and assuming 25% EBITDAM margin), offset by $30 million of
interest expense and maintenance capex.

Fitch recognizes that Planet Hollywood cash is being trapped in
the subsidiary per Planet Hollywood loan document restrictions.
However, Fitch believes that cash can be made available to CEOC at
some point via a refinancing of Planet Hollywood's debt.

Additionally, it may be possible the $360 million cash infusion to
CEOC could be subsequently used to paydown the intercompany
revolver due 2017 with CEC ($485 million outstanding as of March
31, 2013) before any debt from external creditors is paid. There
is likely to be ample freedom with the use of proceeds from the
CGP transaction because Planet Hollywood is an unrestricted asset
of CEOC, so not subject to mandatory first-lien debt paydown or
18-month capex investment asset sale provisions in the first-lien
credit agreement.

Even if use of sale proceeds were somehow restricted, cash
balances appear fungible enough to repay intercompany loans. For
example, CEOC sold Harrah's St. Louis, which was a restricted
asset, in November 2012. CEOC has paid down its intercompany loan
balance in recent quarters despite the first-lien asset sale
provisions. The somewhat high 2013 capex budget may be a function
of Harrah's St. Louis sales proceeds earmarked for near-term
capex, which may indicate a capital allocation policy of
minimizing cash used to paydown external creditors.

Absent the CGP transaction or any other meaningful transactions or
parent cash infusions, Fitch estimates that CEOC would run out of
cash by late 2014 or early 2015. With this transaction, CEOC can
potentially fund operations well into 2015. Other options to
extend liquidity further are discussed below in greater detail but
may include the sale of Macau land, additional intercompany loans,
forgiveness or extension of notes held at HBC and issuance of 1st
lien debt under CEOC's accordion option. Assuming all of these
options are exercised, Fitch sees CEOC possibly getting through
2016 with minimal available cash at the year end. FCF is expected
to remain negative beyond 2016 in Fitch's base case.

As of March 31, 2013 pro forma for $360 million cash in
consideration for the sale of Planet Hollywood Las Vegas and other
assets to CGP, CEOC has $1.9 billion in available cash after
deducting $300 million for cage cash. Fitch does not give credit
for CEOC's revolver capacity since the non-extended portion
matures in January 2014 and the extended portion ($30 million plus
$75 million extended in April) is just sufficient to meet the
letter-of-credit commitments ($86.8 million as of March 31, 2013).

Free Cash Flow to Remain Negative
FCF for the last 12-month (LTM) period ending March 31, 2013 has
been negative $1.05 billion at CEOC. Fitch estimates negative FCF
of $1.09 billion for 2013 based on $1.47 billion in EBITDA
(relative to $1.42 billion for LTM period), $1.91 billion in
interest expense (approximately $1.76 billion for LTM period) and
$650 million for capital expenditures funded out of unrestricted
cash (company guidance). Cash burn could improve in 2014 to
negative $700 million if capital expenditures are reduced to $250
million, which is an unsustainably low figure. EBITDA in 2014
could remain largely unchanged with the removal of Planet
Hollywood out of CEOC being offset by Project Linq driven growth
on the Las Vegas Strip and generally low-single digit recovery in
other regions.

CEOC's operating performance has been pressured by lackluster
operating environment in Caesars' regional markets. The company's
Las Vegas Strip performance, which should be the main catalyst for
EBITDA growth, also has been uninspiring. Overall CEOC EBITDA
after corporate expenses has been down on year-over-year basis for
four consecutive quarters and CEOC's Las Vegas region reported
three negative quarters out of the last four. Fitch expects CEOC's
Las Vegas assets to start performing better once Project Linq
begins to open in phases through mid-2014 and the company gets
through the bulk of its Las Vegas room remodels, much of which are
slated for completion in 2013. However, the regional and Atlantic
City properties will continue to drag down overall performance.
Fitch's base case incorporates compounded annual average EBITDA
growth through 2016 of roughly 1% at CEOC (2% assuming Planet
Hollywood Las Vegas remains in CEOC).

Interest costs at CEOC will remain at around $1.9 billion annually
through 2014. This is an increase from roughly $1.6 billion - $1.7
billion interest cost since the LBO, with the increase
attributable largely to the issuance of senior secured notes in
2012 and early 2013 to push out the maturities on the lower cost
credit facility and to boost liquidity at CEOC. CEOC also
converted most of its $2.0 billion in revolver capacity into B5/B6
term loans in 2011 and 2012 (repaid 50% of converted amount using
first lien proceeds). Also financings related to Project Linq,
Bill's boutique hotel conversion and recapitalization at Chester
Downs have added to the debt burden. Beyond 2014, $5.75 billion
notional amount of out-of-money swaps are due to mature early
2015, which will save CEOC approximately $160 million per year.

Maturity Wall Remains in 2015 - 2016
Debt maturities are minimal in 2013 and 2014 but step up in 2015
and 2016. In 2015, CEOC has $792 million in legacy pre-LBO senior
notes coming due in June and $215 million in second lien notes
coming due in December. Of the $792 million in senior notes, $427
million is held at HBC.

Outside of the CEOC restricted group, CEC needs to address $4.6
billion PropCo debt coming due February 2015. Although outside
CEOC, PropCo debt may need to be restructured, which may have
implications for CEOC vis-a-vis the CEC operating lease guarantee
(more detail below). In 2016, CEOC maturities include $975 million
of the 9.5% accordion term loan, $479 million post-LBO senior
unsecured notes with subsidiary guarantees and $573 million in
pre-LBO notes ($324.5 million held at HBC, to be contributed to
CGP). Fitch does not think CEOC will be able to refinance 2nd lien
and unsecured maturities with similar debt and would have to rely
on its remaining first lien capacity or other sources of
liquidity.

First lien remains an open option for CEOC with its 9% 7-year
first lien notes issued in February trading at close to par. CEOC
maintains $1.15 billion in accordion capacity under its credit
facility that it can utilize. However, some in the investment
community believe that a stricter interpretation of the $11
billion limit on first lien debt in CEOC's first and second lien
indentures is the gating factor for 1st lien issuance. If the
latter is true, first-lien capacity would be limited to
approximately $235 million.

Other options for boosting liquidity include borrowing on an
intercompany credit facility with CEC as the lender or asset
sales. CEOC maintains a $1 billion intercompany credit facility
with CEC ($485 million outstanding as of March 31, 2013). The
facility was recently renewed with a 2017 maturity. CEC generates
cash from CIE; interest income generated from CEOC senior notes
held at HBC and CEOC intercompany loan; and from PropCo Excess
Cash Flow and management fees (subject to $500 million EBITDAM
performance test).

In terms of assets sales, Caesars is marketing its 175 acres of
land in the Cotai section of Macau that it purchased for $578
million in 2007. Since first indicating its interest in selling
the land in 2012, CEC has written down the carrying value of the
land by a total of $122 million through March 31, 2013, bringing
the estimated book value of the land to approximately $456 million
($2.6 million per acre). In Fitch's base case liquidity analysis
Fitch assumes that the land is sold at $2.0 million per acre for
$350 million. However, all six of the Macau concessionaires
already have land banks for the next phase of development in
Cotai, which dampens the demand for Caesars' land.

Other Thoughts Around CEOC Default
Timing a CEOC default is difficult given the stop-gap measures
discussed above, which give CEC ample time (possibly through 2016)
to assess CEOC's prospects for becoming a solvent entity without
resorting to a restructuring or some sort of debt exchange.

These measures may continue to give auditors comfort when
considering CEC's near-term going concern viability. The next
year-end audit and 10K filing will be completed in early 2014. The
PropCo debt will be due less than a year from the filing, although
more than a year after the closing of the books, so it is possible
going concern language could be alleviated.

Beyond that, a plausible time frame is late fall/early winter
2014, before approximately $240 million of coupon payments are due
in December 2014 related to CEOC's 2nd lien notes due 2018. At
that point CEOC's Las Vegas projects should all be operational and
the company/sponsors should be able to make a good assessment of
CEOC's viability.

The next liquidity event at CEOC would likely occur in June 2015,
when $792 million of pre-LBO legacy senior notes come due. Of this
amount $427 million is held by Harrah's BC and will be contributed
to CGP. There will also be $240 million in coupon payments due
related to the second lien notes that same month.

CEOC is not likely to trigger any financial maintenance covenants
as the only meaningful covenant is the 4.75x senior secured
leverage covenant on its credit facility. When issuing $1.5
billion in 1st lien notes in February 2013 to refinance portion of
CEOC's credit facility, lenders permitted CEOC to exclude the $1.5
billion issued from the covenant calculation. As of March 31, 2013
the reported covenant ratio is 3.82x.

Fitch believes that a possible restructuring at the PropCo in
anticipation of the February 2015 maturity wall is not likely to
directly impact CEOC from a probability of default perspective.
Although Fitch does not believe that the 11x leverage at PropCo is
sustainable post-refinancing, leverage could be more manageable
closer to 2015 (possibly around 9x) as PropCo generates positive
FCF and can use cash to purchase PropCo debt at a discount.

CEC can further address PropCo's 2015 maturity by contributing
additional assets into PropCo, doing some sort of a debt-for-
equity exchange, or purchasing mortgage debt and foreclosing on
the loans.

A scenario in which there is meaningful reduction in PropCo debt
and CEC retains control of most or all PropCo assets could be a
positive factor for CEOC credit since it will potentially leave a
FCF healthy entity that can upstream cash to CEC.

A default at PropCo is more likely to have recovery implications
for CEOC since a potential PropCo restructuring could occur first
and CEC provides an operating lease guarantee. As a result, CEC's
resources could be diluted before CEOC gets to benefit from its
unsecured debt guarantee.

Fitch ratings are as follows:

Caesars Entertainment Corp.
-- Long-term IDR 'CCC'; Outlook Negative.

Caesars Entertainment Operating Co.
-- Long-term IDR 'CCC'; Outlook Negative;
-- Senior secured first-lien revolving credit facility and term
   loans 'CCC+/RR3';
-- Senior secured first-lien notes 'CCC+/RR3';
-- Senior secured second-lien notes 'CC/RR6';
-- Senior unsecured notes with subsidiary guarantees 'CC/RR6';
-- Senior unsecured notes without subsidiary guarantees at
   'C/RR6'.

Chester Downs and Marina LLC (and Chester Downs Finance Corp as
co-issuer)
-- Long-term IDR 'B-'; Outlook Negative;
-- Senior secured notes 'BB-/RR1'.

Caesars Linq, LLC & Caesars Octavius, LLC
-- Long-term IDR 'CCC'; Outlook Negative;
-- Senior secured credit facility 'CCC+/RR3';

Corner Investment PropCo, LLC
-- Long-term IDR 'CCC'; Outlook Stable;
-- Senior secured credit facility 'B-/RR2'.


CHEM RX: Bosses Ask 2nd Circ. to Toss $106MM Clawback Suit
----------------------------------------------------------
Richard Vanderford of BankruptcyLaw360 reported that former
principals at bankrupt Chem Rx Corp. urged the Second Circuit on
Wednesday to kill a trustee lawsuit aimed at forcing them to give
up $106 million they made in the pharmacy's leveraged buyout.

According to the report, a law that provides safe harbor from
clawback claims related to certain stock sales shields the
principals from claims, lawyer Andrew M. Leblanc of Milbank Tweed
Hadley & McCloy LLP told a panel of judges at oral arguments in
Manhattan.

                        About Chem RX Corp.

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

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

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

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

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


CHORDUS INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Chordus, Inc.
        273 Cahaba Valley Parkway
        Pelham, AL 35124

Bankruptcy Case No.: 13-02267

Chapter 11 Petition Date: May 15, 2013

Court: U.S. Bankruptcy Court
       Northern District of Alabama (Birmingham)

Judge: Benjamin G. Cohen

Debtor's Counsel: Max A. Moseley, Esq.
                  KUMAR, PRABHU, PATEL & BANERJEE, LLC
                  1117 Perimeter Center West
                  Atlanta, GA 30338
                  Tel: (205) 835-5803
                  E-mail: mmoseley29@hotmail.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/alnb13-02267.pdf

The petition was signed by Janet Bullard, president.


CLEAR CHANNEL: Fitch Assigns 'CC' Rating to New Exchange Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'CC/RR6' rating to Clear Channel
Communications, Inc. (Clear Channel) proposed exchange notes due
February 2021.

On May 21, 2013, Clear Channel announced it is offering to
exchange the $796 million in 10.75% cash pay unsecured notes and
$830 million in 11%/11.75% PIK toggle unsecured notes
(collectively the Outstanding Notes) with new exchange notes that
expire in February 2021. There are $1.6 billion in combined
outstanding notes, excluding the $453 million in PIK toggle notes
held by Clear Channel and its subsidiaries. The proposed exchange
notes are expected to carry a 12% per annum cash coupon plus a 2%
per annum PIK. As proposed, the new exchange notes will have
materially the same covenant provisions and benefit from the same
subordinated guarantee that support the Outstanding Notes.

The exchange notes will rank pari passu with the existing
Outstanding Notes, if any remain outstanding post the exchange.
The new exchange notes will be subordinated to the credit
facilities and PGNs, and will rank senior to the pre-LBO legacy
notes. There is a minimum threshold of $500 million, however, the
company has disclosed that holders of $550 million in notes have
agreed to the exchange, satisfying this provision. Bond holders
who tender prior to the early termination date (June 4, 2013) will
have their cash pay notes exchanged $1 for $1 for new exchange
notes. Prior to the early termination date, for every $1,000 in
PIK toggle notes tendered, bond holders will receive $930 in
exchange notes and $70 in cash. As proposed, the transaction is
leverage neutral. Fitch estimates that total leverage was 11.2x at
March 31, 2013, with secured leverage of 7.0x.

Prior to the note exchange announcement, Clear Channel recently
began the process of extending a portion of its term loans due
January 2016 (term loan B & C; $8.2 billion outstanding);
converting a portion of term loan B & C to term loan D. Term loan
D will mature in January 2019 and is priced at Libor + 675 (310
bps higher than the term loan B & Cs).

While the aforementioned transactions materially reduce the 2016
maturities, both transactions will result in increased interest
cost; Fitch estimates between $125 million to $150 million
(assuming all the notes are exchanged). This will materially
reduce the already limited FCF generated by the company. Fitch
expects FCF to be break even to slightly negative over the next
two years. There is no room in the ratings for material
deterioration in operations.

Fitch does not expect a material amount of absolute debt reduction
over the next several years, given Fitch's expected FCF. Instead,
Fitch expects the company to continue to focus on extending or
repaying its term loans via issuance at Clear Channel and CCOH.

As of March 31, 2013, Clear Channel had approximately $20 billion
in consolidated debt. Debt held at Clear Channel was $15.9 billion
and consisted of:

-- $8.2 billion secured term loans;
-- $4.3 billion secured PGNs, maturing 2019-2021;
-- $247 million ABL facility;
-- $796 million senior unsecured 10.75% cash pay notes, maturing
   August 2016;
-- $830 million senior unsecured 11%/11.75% PIK toggle notes,
   maturing August 2016;
-- $1.4 billion senior unsecured legacy notes, with maturities of
   2014-2027.

Liquidity
At March 31, 2013, Clear Channel had $174 million of cash,
excluding $547 million of cash held at CCOH. There is $728 million
of CCOH funds swept to Clear Channel for cash management purposes.
Clear Channel can access these funds and use them at its
discretion, although they are due to CCOH on demand. If approved,
the proposed settlement of the shareholder lawsuit on the transfer
of funds between CCOH and Clear Channel would result in a demand
payment of $200 million. Simultaneously, CCOH would declare a $200
million dividend (to be paid on the date the demand payment is
made). Approximately $178 million of the dividend would be
received by Clear Channel, with the remaining $22 million going to
CCOH's other shareholders. The public leakage of the dividend is
small and can be handled with current liquidity. The company's
next material maturity is Clear Channel's $461 million of legacy
notes due in 2014.

Backup liquidity consists of a $535 million (subject to a
borrowing base) ABL facility, $247 million outstanding as of March
31, 2013. The ABL facility matures in December 2017 and is subject
to springing maturities. The ABL facility maturity date would be
October 2015 if more than $500 million is outstanding under
certain term loan credit facilities; May 2016 if more than $500
million in aggregate is outstanding under the 10.75% senior cash
pay notes due 2016 and 11.00%/11.75% senior toggle notes due 2016;
and in the event that any of the afore mentioned debt is amended
or refinanced to a maturity date that is before December 2017 and
an aggregate amount of $500 million is outstanding, the maturity
of the ABL facility will be one day prior to the maturity date of
such debt. The ABL facility is subject to an undisclosed borrowing
base; $270 million was drawn as of Feb. 28, 2013 to fund a portion
of the term loan A refinancing.

Security and Guarantees
The bank debt and PGNs are secured by the capital stock of Clear
Channel, Clear Channel's non-broadcasting assets (non-principal
property), and a second priority lien on the broadcasting
receivables that securitize the ABL facility.

The bank debt and secured notes are guaranteed on a senior basis
by Clear Channel Capital I, Inc. (holding company of Clear
Channel), and by Clear Channel's wholly owned domestic
subsidiaries. There is no guarantee from CCOH or its subsidiaries.
The Outstanding Notes and the proposed exchange notes benefit from
a guarantee from the same entities, although it is contractually
subordinated to the secured debt guarantees. The legacy notes are
not guaranteed.

Recovery Ratings
Clear Channel's Recovery Ratings reflect Fitch's expectation that
the enterprise value of the company will be maximized in a
restructuring scenario (going concern), rather than a liquidation.
Fitch employs a 6x distressed enterprise value multiple reflecting
the value of the company's radio broadcasting licenses in top U.S.
markets. Fitch applies a 20% discount to Radio EBITDA. Fitch
assumes that Clear Channel has maximized the debt-funded dividends
from CCOH and used the proceeds to repay bank debt. Additionally,
Fitch assumes that Clear Channel would receive 89% of the value of
a sale of CCOH after the CCOH creditors had been repaid. Fitch
estimates the adjusted distressed enterprise valuation in
restructuring to be approximately $7 billion.

The 'CCC' rating for the bank debt and secured notes reflects
Fitch's belief that although the current recovery expectations are
near the bottom of the 'RR3' (51%-70%) range, an 'RR4' (31%-50%)
rating is appropriate given the complexity and uncertainty of the
situation, and the proportion of secured debt in the capital
structure. Fitch expects no recovery for the senior unsecured
legacy notes and LBO notes due to their position below the banks
in the capital structure, and they are assigned 'RR6'. However,
Fitch rates the LBO notes 'CC' and the legacy notes 'C', given the
formers' receipt of a subordinated guarantee and the latters' lack
thereof.

CCOH's Recovery Ratings also reflect Fitch's expectation that
enterprise value would be maximized as a going concern. Fitch
stresses outdoor EBITDA by 15%, to approximately the level where
the company could not cover its fixed charges, and applies a 7x
valuation multiple. Fitch estimates the enterprise value would be
$3.9 billion. This indicates 100% recovery for the unsecured
notes. However, Fitch notches the debt up only two notches from
the IDR given the unsecured nature of the debt. In Fitch's
analysis, the subordinated notes recover at the low end of Fitch's
31% to 50% 'RR4' range, leading to no notching from the IDR. There
is limited flexibility within the 'RR4' rating category in Fitch's
view, and incremental debt could result in a downgrade of these
notes.

Key Rating Drivers:

Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2016; the
considerable and growing interest burden that pressures FCF;
technological threats and secular pressures in radio broadcasting;
and the company's exposure to cyclical advertising revenue.

The ratings are supported by the company's leading position in
both the outdoor and radio industries, as well as the positive
fundamentals and digital opportunities in the outdoor advertising
space.

Rating Sensitivities:

Positive: Positive rating actions could result from a material
reduction in secured leverage, as well as agreements with the term
loan holders to extend a substantially larger portion of its term
loan maturities long enough that Fitch believes the company will
be better able to address them via a combination of cash payments,
public debt, and refinancing of bank loans.

Negative: A downgrade could result from prolonged consolidated
cash burn, which would reduce Clear Channel's ability to fund debt
service and near-term maturities. Additionally, cyclical or
secular pressures on operating results that further weaken credit
metrics, reducing the potential for refinancing/extension, could
result in negative rating pressure. Lastly, indications that a DDE
is probable in the near term would also drive a downgrade.

Fitch has affirmed the following ratings:

Clear Channel
-- Long-term IDR 'CCC';
-- Senior secured term loans and senior secured revolving credit
   facility (RCF) 'CCC/RR4';
-- Senior secured priority guarantee notes 'CCC/RR4';
-- Senior unsecured LBO notes 'CC/RR6';
-- Senior unsecured legacy notes 'C/RR6'.

Clear Channel Worldwide Holdings, Inc.
-- Long-term IDR at 'B';
-- Senior unsecured notes 'BB-/RR2';
-- Senior subordinated notes 'B/RR4'.

Fitch assigns a 'CCC/RR4' to Clear Channel's proposed term loan D
and assigns a 'CC/RR6' rating to Clear Channel's exchange notes.

The Rating Outlook is Stable


CLEARWIRE CORP: Postpones Shareholder Vote as Sprint Raises Offer
-----------------------------------------------------------------
Thomas Gryta writing for Daily Bankruptcy Review reports that
majority owner Sprint Nextel Corp. boosted its offer for Clearwire
Corp. by 14% Tuesday, succumbing to shareholder pressure with the
hope of winning over vigorous opposition to the deal.

                       About Clearwire Corp.

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a provider of 4G mobile broadband network
services in 68 markets, including New York City, Los Angeles,
Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C.,
Atlanta and Boston.

The Company reported a net loss attributable to the Company of
$717.33 million in 2011, a net loss attributable to the Company of
$487.43 million in 2010, and a net loss attributable to the
Company of $325.58 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $8.14
billion in total assets, $5.86 billion in total liabilities and
$2.28 billion in total stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on April 10, 2013,
Standard & Poor's Ratings Services said that its 'CCC' corporate
credit rating and all other ratings on Bellevue, Wash.-based
wireless service provider Clearwire Corp. remain on CreditWatch,
where they were placed with positive implications, on Dec. 13,
2012, following the announcement that majority-owner Sprint Nextel
Corp. offered to purchase the remaining 49% stake in Clearwire
that it did not already own.  It is S&P's view that this
acquisition would most likely be linked to consummation of Japan-
based SoftBank Corp.'s pending purchase of Sprint Nextel.


CLK HUMAN RESOURCES: Case Summary & 14 Unsecured Creditors
----------------------------------------------------------
Debtor: CLK Human Resources, LLC
        72-295 Manufacturing Road
        Thousand Palms, CA 92276-6615

Bankruptcy Case No.: 13-19002

Chapter 11 Petition Date: May 21, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Mark S. Wallace

Debtor's Counsel: Jerome Bennett Friedman, Esq.
                  FRIEDMAN LAW GROUP, P.C.
                  1900 Avenue of the Stars, 11th Floor
                  Los Angeles, CA 90067-4409
                  Tel: (310) 552-8210
                  Fax: (310) 733-5442
                  E-mail: jfriedman@jbflawfirm.com

Scheduled Assets: $83,661

Scheduled Liabilities: $1,894,678

A copy of the Company's list of top unsecured creditors filed with
the petition is available for free at:
http://bankrupt.com/misc/cacb13-19002.pdf

The petition was signed by Carl K. Karcher, managing member.


COLLINS PARK: Case Summary & 3 Unsecured Creditors
--------------------------------------------------
Debtor: Collins Park Holdings, LLC
        P.O. Box 228
        Easley, SC 29642

Bankruptcy Case No.: 13-02962

Chapter 11 Petition Date: May 17, 2013

Court: U.S. Bankruptcy Court
       District of South Carolina (Charleston)

Judge: David R. Duncan

Debtor's Counsel: Nancy E. Johnson, Esq.
                  LAW OFFICE OF NANCY E. JOHNSON, LLC
                  2201 Greene Street
                  Columbia, SC 29205
                  Tel: (803) 343-3424
                  Fax: (803) 656-0510
                  E-mail: nej@njohnsonbankruptcy.com

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

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

A copy of the Company's list of its three unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/scb13-02962.pdf

The petition was signed by Jeffrey C. Chastain, member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Jeffrey and Marsha Chastain           13-01146            02/27/13


COLUMBUS EXPLORATION: Dispatch Wins Round in Bankruptcy Fight
-------------------------------------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal, reported
that a federal judge said he'd lift the bankruptcy law's automatic
stay provision to allow an Ohio judge to issue his decision on
whether a receiver should take control of the deep-sea exploration
company Columbus Exploration LLC.

It would be a "terrible waste of judicial effort to deny the Ohio
judge" a chance to render his decision on the receivership bid,
Judge Peter J. Walsh said at a hearing in the U.S. Bankruptcy
Court in Wilmington, Del., according to the WSJ report.

The decision is a win for an investor group that has been sparring
with fugitive treasure hunter Tommy Thompson for years, the report
said. The investors?the company that owns the Columbus Dispatch
newspaper and Ohio businessman Donald Fanta?want a receiver named
to take over Columbus Exploration and another Thompson affiliate
called Recovery Ltd. Partnership.

In 1988 Thompson, an engineer and undersea explorer, began
salvaging gold from the wreck of the SS Central America, a U.S.
mail steamer that went down off the North Carolina coast in 1857
with 18 tons of gold, the report related.  By 1990, Thompson had
recovered more than three tons of gold, silver and other
treasures, estimated to be worth at least $100 million.
Thompson's whereabouts are unknown. He disappeared last year after
and Ohio judge issued an order for his arrest for failing to
appear in court.

                    About Columbus Exploration

An involuntary Chapter 11 case was lodged against Columbus
Exploration LLC, by five creditors.  The case is assigned Case
Number: 13-10347 and is pending before Judge Peter J. Walsh of the
U.S. Bankruptcy Court for the District of Delaware.

The Petitioners are represented by James E. Huggett, Esq., at
Margolis Edelstein, in Wilmington, Delaware.

Alleged creditors who signed the involuntary petition are Debbie
Burley, Robol Law Office, LLC, Lorz Communications, Inc., Richard
T. Robol, and Stephen Alexander CPA, Inc.


COMMSCOPE HOLDING: S&P Assigns 'B+' CCR & Rates $550MM Notes 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Hickory, N.C.-based CommScope Holding Co. Inc.
The outlook is stable.

At the same time, S&P assigned its 'B-' issue-level rating (two
notches below its corporate credit rating on the company) and '6'
recovery rating to CommScope Holding Co. Inc.'s proposed
$550 million senior unsecured pay-in-kind (PIK) toggle notes due
2020.  The '6' recovery rating indicates S&P's expectation for
negligible (0% to 10%) recovery in the event of a payment
default.

In addition, all of S&P's ratings at CommScope Inc., including the
'B+' corporate credit rating, are unchanged.  The outlook remains
stable.

S&P assigned a corporate credit rating to CommScope Holding Co.
Inc. (Holdco) because this entity is now an issuer of rated debt.
However, given that the company is a holding company with no
material operations, S&P views it as a single economic entity, and
have assigned the same rating as its consolidated subsidiary,
CommScope Inc.

"The ratings on CommScope reflect the company's 'fair' business
risk profile and 'highly leveraged' financial risk profile," said
Standard & Poor's credit analyst Alfred Bonfantini.  The business
risk is based on CommScope's meaningful market share and favorable
long-term demand fundamentals in its selected end markets and good
geographic diversity, but also its limited revenue visibility in a
cyclical operating environment and exposure to volatile raw
material pricing.  The financial risk profile acknowledges the
company's strong free operating cash flow (FOCF) generation
capabilities, but also its highly leveraged balance sheet and
aggressive financial policies.

The company expects to use $350 million of new debt proceeds to
pay a dividend to shareholders, and use the remaining $200 million
for general corporate purposes or future acquisitions.  If the
company cannot identify or close any suitable acquisitions, S&P
believes that the company will also use the $200 million of excess
proceeds to pay an additional dividend.

"We have maintained our recovery rating assumptions and estimated
default level recovery valuation from our last recovery analysis
(approximately $1.6 billion) in March 2013.  The $550 million of
incremental debt does not result in lower recovery expectations or
issue-level ratings on the existing rated debt because it is
structurally subordinated to all existing debt, which resides at
CommScope Inc.  The structural subordination is also the primary
reason for our belief that Holdco noteholders will receive little
to no recovery in the event of a payment default.  The Holdco
notes will not benefit from any guarantees.  The covenants in the
new notes indenture will be largely identical to those in the
existing unsecured notes indenture, except that the company will
be permitted to make unlimited restricted payments when the total
leverage ratio is below 4x," S&P said.

The stable outlook on CommScope reflects S&P's belief that the
company will preserve improved EBITDA margins, continue to
generate good FOCF, and maintain leverage in the low-5x area over
the near term.  S&P could lower the corporate credit rating if
soft global (but particularly U.S.) wireless infrastructure
spending and declining enterprise and broadband spending resulted
in decreased revenues and margin compression, or if volatile raw
material costs cause gross margins to contract 2% or more, and
lead to leverage rising above 6x.  An upgrade is unlikely over the
near term given the company's current ownership structure, which
S&P believes precludes sustained reduction in leverage.


CONTECH ENGINEERED: Moody's Rates New $150MM Sr. Term Loan 'B3'
---------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B2-PD Probability of Default Rating to Contech Engineered
Solutions, LLC, a designer, manufacturer, and distributor of
specialty engineered site solutions for drainage, structures and
stormwater applications.

In a related rating action, Moody's assigned a B3 rating to the
company's proposed $150 million senior secured term loan. Proceeds
from the term loan will be used to refinance existing debt, to pay
other related fees and expenses, and to bolster cash on hand.
Littlejohn & Co. and Anchorage Capital Group, through their
respective affiliates, together are the primary owners of Contech.
The rating outlook is stable.

The following ratings are assigned:

Corporate Family Rating assigned B2;

Probability of Default Rating assigned B2-PD;

Senior Secured Term Loan due 2019 assigned B3 (LGD4, 59%).

Ratings Rationale:

Contech's B2 Corporate Family Rating primarily reflects its
difficult operating environment. Contech must contend with the
volatility in the construction end markets and in raw materials
prices. There is also considerable seasonality inherent in the
business. The slowdown in US construction markets took a toll on
operating performance during the 2009 downturn, leading the
company to undertake a restructuring in February 2012 through
which Contech shed in excess of $325 million of balance sheet
debt. Moody's believes Contech's ability to improve key credit
metrics will depend heavily on a sustained improvement in demand
for its products, as well as its ability to maintain its lowered
cost structure as revenues continue to grow. Based on Moody's
projections for near-term growth and debt repayment, Contech's
adjusted debt-to-EBITDA could near 4.5 times by mid-2014 (ratios
incorporate Moody's standard accounting adjustments).

Moody's believes Contech will gradually benefit from the slow
recovery in its key end markets, and is positioned for growth once
the domestic economy fully rebounds. Additionally, Moody's
recognizes the strength of Contech's wide variety of products and
engineered solutions that meet new water regulations, and that
satisfy design requirements across the spectrum of construction
projects. Moody's views also take into consideration gains derived
from end market recoveries and its expectations for margin
expansion. Based on this, as well as lower future cash interest
payments, Moody's projects interest coverage -- defined as
adjusted EBITA-to-interest expense -- could improve to close to
2.0 times over the next 12 to 18 months. Availability under the
company's revolving credit facility should be sufficient to meet
any potential shortfall in operating cash flows to cover its
working capital requirements or capital expenditures over the near
term. Revolver availability may be particularly important as
Contech deals with both seasonality in its business and growing
demand for its products.

The stable rating outlook incorporates Moody's view that Contech's
operating performance will continue to improve and that free cash
flow will be used for debt reduction. This should result in better
debt leverage metrics and improve its capacity to contend with any
potential slow-down in demand.

The B3 rating assigned to the $150 million senior secured term
loan due 2019 is one notch below the corporate family rating . The
term loan is structurally subordinated to the company's asset-
based revolving credit facility, which has a priority claim on the
company's most liquid assets. The term loan will be secured by a
first lien on all of Contech's assets that are not pledged to
secure the asset-based revolving credit facility. It will also
have a second lien on the assets securing the company's revolving
credit facility.

Positive rating actions over the intermediate term are unlikely.
However, over the long term if Contech improves its operating
margins such that EBITA-to-interest expense nears 3.0 times, and
debt-to-EBITDA is sustained below 4.25 times (all ratios include
Moody's standard adjustments), then positive ratings actions could
be considered. Also, a significant amount of permanent debt
reductions and an improved liquidity profile would also support
upward rating pressure.

Negative rating actions could occur if Contech's operating
performance falls below Moody's expectations or if the company
experiences a weakening in financial performance due to a decline
in demand for its products. EBITA-to-interest expense sustained
below 2.0 times or debt-to-EBITDA in excess of 5.5 times (all
ratios incorporate Moody's standard adjustments) could pressure
the ratings. A deteriorating liquidity profile, debt-financed
acquisitions or large dividends could put stress on the ratings as
well.

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

Contech Engineered Solutions, LLC, headquartered in West Chester,
OH, is a designer, manufacturer, and distributor of specialty
engineered site solutions for drainage, structures and stormwater
applications. Its products are used in infrastructure, commercial
and residential construction markets. Contech operates primarily
in the United States. Littlejohn & Co. and Anchorage Capital
Group, through their respective affiliates, together are the
primary owners of Contech.


CONTECH HOLDINGS: S&P Assigns Prelim. 'B' CCR; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B' corporate credit rating to West Chester, Ohio-
based Contech Holdings Inc. (Contech).  The outlook is stable.

At the same time, S&P assigned its preliminary 'BB-' (two notches
higher than the corporate credit rating) issue rating to Contech
Engineered Solutions LLC's proposed $150 million senior secured
term loan B due 2019.  The preliminary recovery rating is '1',
indicating S&P's expectation of very high (90% to 100%) recovery
for lenders under our default scenario.

"The rating on Contech reflects what we consider to be the
combination of its 'weak' business risk profile and 'highly
leveraged' financial risk profile," said Standard & Poor's credit
analyst Maurice Austin.

The stable rating outlook reflects S&P's expectation of improved
operating performance driven by recovering residential and
commercial construction spending.  As a result, S&P expects
Contech to generate positive free cash flow that will go toward
repayment of debt.  Consequently, S&P expects debt to EBITDA
will be about 4.5x within the next 12 months.

S&P could raise its ratings if industry fundamentals continues to
improve resulting in better operating performance such that the
company can use excess cash flow for debt repayment.  In S&P's
view, this would provide cushion against some future volatility in
sales and margins, providing more confidence that leverage could
be sustained below 5x through a business cycle.  In this scenario,
S&P would also need to gain confidence that the company's owners
were committed to financial policies supportive of this financial
profile, as consistent with S&P's criteria for companies owned by
financial sponsors.

S&P would consider a negative rating action if industry
fundamentals improve less than expected such that debt to EBITDA
increases to 5x on a sustained basis.  This could occur if
residential and commercial construction spending growth is slower
than expected or raw material cost pressures result in gross
margins declining more than 50 basis points.

Contech does business as Contech Engineered Solutions.  The
company designs, manufactures, and distributes specialty
engineered site solutions for drainage, structure, and stormwater
applications in the residential, Contech will use proceeds from
the term facility to refinance existing indebtedness.


COOPER-BOOTH WHOLESALE: Case Summary Creditors List
---------------------------------------------------
Debtor: Cooper-Booth Wholesale Company, L.P.
        200 Lincoln West Drive
        Mountville, PA 17554

Bankruptcy Case No.: 13-14519

Chapter 11 Petition Date: May 21, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Magdeline D. Coleman

Debtors' Counsel: Aris J. Karalis, Esq.
                  MASCHMEYER KARALIS, P.C.
                  1900 Spruce Street
                  Philadelphia, PA 19103
                  Tel: (215) 546-4500
                  E-mail: akaralis@cmklaw.com

                         - and ?

                  Robert W. Seitzer, Esq.
                  MASCHMEYER KARALIS, P.C.
                  1900 Spruce Street
                  Philadelphia, PA 19103
                  Tel: (215) 546-4500
                  E-mail: rseitzer@cmklaw.com

Debtors'
Financial
Advisors:         EXECUTIVE SOUNDING BOARD ASSOCIATES, INC.

Debtors'
Special Counsel:  BLANK ROME LLP

Lead Debtor's
Estimated Assets: $50,000,001 to $100,000,000

Lead Debtor's
Estimated Debts: $10,000,001 to $50,000,000

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                              Case No.
        ------                              --------
Cooper-Booth Transportation Company, L.P.   13-14521
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
Cooper-Booth Management Company, Inc.       13-14522
  Assets: $500,001 to $1,000,000
  Debts: $10,000,001 to $50,000,000

The petitions were signed by Barry Margolis, president of Cooper-
Booth Mgmt Co., Inc., general partner.

A. Cooper-Booth Wholesale's List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Maryland Comptroller of the        --                   $7,438,500
Treasury
Alcohol & Tobacco Tax Unit
P.O. Box 2999
Annapolis, MD 21404-2999

PA Department of Revenue           --                   $3,330,768
Strawberry Square
4th and Walnut Streets
Harrisburg, PA 17128-1210

New York State Department of       --                   $3,140,325
Tax & Finan
Division of Treasury
110 State Street, Floor 2
Albany, NY 12207

Delaware Division of Revenue       --                   $1,563,286
P.O. Box 8750
Wilmington, DE 19899-8750

State of New Jersey                --                     $907,325
P.O. Box 046
Trenton, NJ 08646

Virginia Department of Taxation    --                     $643,860
P.O. Box 1115
Richmond, VA 23218-1115

JCG Foods, LLC                     --                     $572,250
P.O. Box 71319
Chicago, IL 60694-1319

Hershey Chocolate Co.              --                     $370,636
P.O. Box 640516
Pittsburgh, PA 15264

Green Mountain Coffee Roasters     --                     $365,981
3109 Water Plant Road
P.O. Box 414159
Knoxville, TN 37914

Commonwealth Brands, Inc.          --                     $303,106
Dept. 8034
Carol Stream, IL 60122-8034

GSM Roofing                        --                     $167,950

Coca-Cola Food Service             --                     $160,131

Kraft Foods, Inc.                  --                     $133,903

Inter Continental Cigar            --                     $130,934

Liggett Vector Brands, Inc.        --                     $117,045

Nestle Waters North America        --                     $116,462

Catania-Spagna Corporation         --                     $113,760

Regal Commodities                  --                     $105,189

Lorillard                          --                     $103,731

American Snuff Company             --                      $97,271

B. A. A copy of Cooper-Booth Transportation Company's list of its
12 largest unsecured creditors is available for free at:
http://bankrupt.com/misc/paeb13-14521.pdf

B. A copy of Cooper-Booth Management's list of its 20 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/paeb13-14522.pdf


CROSSPOINT DEVELOPMENT: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Crosspoint Development, LLC
        1817 W. Avenue K, #101
        Lancaster, CA 93534

Bankruptcy Case No.: 13-22966

Chapter 11 Petition Date: May 17, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Sandra R. Klein

Debtor's Counsel: Robert S. Altagen, Esq.
                  LAW OFFICES OF ROBERT S. ALTAGEN, APC
                  1111 Corporate Center Drive, #201
                  Monterey Park, CA 91754
                  Tel: (323) 268-9588
                  Fax: (323) 268-8742
                  E-mail: rsaink@earthlink.net

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

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

A copy of the Company's list of its two unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb13-22966.pdf

The petition was signed by Menashi D. Cohen, managing member of
Regency Properties, LLC, managing member.


DANIEL JARVIS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Daniel Jarvis Home Health Agency, (A Non-Profit
        Corporation)
        4021 E. 29th Street, Suite 104
        Bryan, TX 77802

Bankruptcy Case No.: 13-33000

Chapter 11 Petition Date: May 15, 2013

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Jerome A. Brown, Esq.
                  THE BROWN LAW FIRM
                  P.O. Box 1667
                  Victoria, TX 77902
                  Tel: (361) 579-6700
                  Fax: (361) 485-0465
                  E-mail: jerome@txbizlaw.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Georgette Kibbe-Herring, vice-
president.


DAVID ADKINS: Comedian Sinbad Files for Bankruptcy for Second Time
------------------------------------------------------------------
The Huffington Post reported that comedian and '90s sitcom star
Sinbad has filed for bankruptcy again. TMZ reports that the 56-
year-old actor, ne David Adkins, has filed for bankruptcy for the
second time in April, saying that he owed a debt of approximately
$11 million, $8 million of which included owed money in back
taxes. What's more, the onetime HBO favorite claims in the filing
that he rakes in only $16,000 per month and owns just $131,000 in
assets.

According to the report, in March 2013, Adkins told Oprah that his
current money troubles were not a result of an extravagant
lifestyle. "I didn't buy Bentleys. I didn't live large. I invested
in me. I invested in a lot of other people. I would not change it;
I would not go back," he said.

He added: "It's never over. There's no one defining moment that
kills you or makes you," the report said, citing the comedian.

Adkins previously filed for bankruptcy in 2009, the report
recalled.  In 2010, he appeared on a season of "The Celebrity
Apprentice" with Donald Trump, though he was later fired.


DBSI INC: Former Brass Deny Ponzi Scheme Charges
------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that the former
general counsel and two executives of bankrupt DBSI Inc. pled not
guilty to fraud charges in Idaho federal court Monday, following
accusations that they were running a Ponzi scheme under the guise
of a supposedly profitable real estate investment company.

According to the report, Mark A. Ellison, David D. Swenson and
Jeremy Snow Swenson denied the government's charges of conspiracy
to commit securities fraud, wire fraud, mail fraud, bank fraud,
interstate transportation of stolen property and money laundering
arising out of the collapse of DBSI.

                          About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.  On Nov. 10, 2008, and other
subsequent dates, DBSI and 180 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
DBSI estimated assets and debts between $100 million and
$500 million as of the Chapter 11 filing.

Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP, as its bankruptcy counsel.
Kurtzman Carson Consultants LLC is the Debtors' notice claims and
balloting agent.

Joshua Hochberg, a former head of the Justice Department fraud
unit, served as an Examiner and called the seller and servicer of
fractional interests in commercial real estate an "elaborate shell
game" that "consistently operated at a loss" in his report
released in October 2009.  McKenna Long & Aldridge LLP was counsel
to the Examiner.

On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order
appointing James R. Zazzali as Chapter 11 trustee for the Debtors'
estates.  On Oct. 26, 2010, the trustee won confirmation of the
Second Amended Joint Chapter 11 Plan of Liquidation for DBSI,
paving the way for it to pay creditors and avoid years of
expensive litigation over its complex web of affiliates.  The
plan, which was declared effective Oct. 29, 2010, was co-proposed
by DBSI's unsecured creditors committee.

Pursuant to the confirmed Chapter 11 plan, the DBSI Real Estate
Liquidating Trust was established as of the effective date and
certain of the Debtors' assets, including the Debtors' ownership
interest in Florissant Market Place was transferred to the RE
Trust.  Mr. Zazzali and Conrad Myers were appointed as the post-
confirmation trustees.  Messrs. Zazzali and Myers are represented
by lawyers at Blank Rime LLP and Gibbons P.C.


DDR CORP: Fitch Raises Issuer Default Rating From 'BB+'
-------------------------------------------------------
Fitch Ratings has upgraded the credit ratings of DDR Corp. (NYSE:
DDR) as follows:

-- Issuer Default Rating (IDR) to 'BBB-' from 'BB+';
-- $815 million unsecured revolving credit facilities to 'BBB-'
   from 'BB+';
-- $350 million unsecured term loans to 'BBB-' from 'BB+';
-- $2.1 billion senior unsecured notes to 'BBB-' from 'BB+';
-- $320.5 million senior unsecured convertible notes to 'BBB-'
   from 'BB+';
-- $405 million preferred stock to 'BB' from 'BB-'.

The Rating Outlook has been revised to Stable from Positive.

KEY RATING DRIVERS

The upgrade of the IDR to 'BBB-' reflects that pro forma for the
$1.46 billion acquisition of a portfolio of power centers from
DDR's joint venture (JV) with Blackstone Real Estate Partners VII,
DDR's recurring cash flow will remain in excess of fixed-charges
at a level consistent with an investment-grade rating. The upgrade
also takes into account a management team continually focused on
improving credit metrics, as well as good liquidity and strong
access to capital. Pro forma leverage is high relative to the REIT
universe, though expected to be within a range reflective of a
'BBB-' rating given DDR's good portfolio quality. Further, the
company continues to grow the unencumbered pool and improve
financial flexibility.

Blackstone JV Portfolio Purchase a Credit Positive

Properties within the Blackstone JV portfolio are located in
markets with stronger demographics such as higher household income
and greater population density than properties within the existing
DDR portfolio. The Blackstone JV portfolio has a larger big-box
component than the existing DDR portfolio, as shown by annualized
base rents of $13.81 per square foot, which is 5% below the DDR-
defined prime portfolio. Notably, DDR has been leasing and
managing the portfolio under various ownership structures (i.e.,
EDT Retail Trust, EPN Group, the Blackstone JV) for more than 10
years, lessening underwriting and operational risk.

Improving Fixed-Charge Coverage

First quarter 2013 (1Q'13 pro forma fixed-charge coverage is 2.3x
compared with 2.0x in 2012 and 1.7x in 2011. Same-store net
operating income (NOI) growth (derived from rising occupancy as
well as positive lease rollover) along with incremental cash flow
from redevelopment activity and joint ventures, and lower fixed
charges, drove the increase. Fitch defines fixed-charge coverage
as recurring operating EBITDA including Fitch's estimate of
recurring cash distributions from unconsolidated entities less
recurring capital expenditures less straight-line rent
adjustments, divided by total interest incurred and preferred
dividends.

Property-level fundamentals are favorable as evidenced by leasing
activity on vacant space as well as positive rent rollover. Since
reaching a cyclical trough of 90.7% in 1Q'09, the leased
percentage stood at 94.4% in 1Q'13. Leasing spreads including new
and renewal leases grew by 7.6% in 1Q'13 compared with 6.7% in
2012 and 6.1% in 2011, and rental rate growth should be the
primary driver of same-store NOI growth going forward.

Same-store NOI increased by 3.3% in 1Q'13, following increases of
4.0% in 2012 and 3.5% in 2011, and Fitch projects 2%-3% same-store
growth in 2013 due to a supply-demand dynamic in DDR's favor.
Fitch anticipates that coverage will approach 2.5x in 2014-2015
due to same-store growth along with the full-year impact of the
Blackstone JV portfolio NOI, as the acquisition is expected to
close in 4Q'13. Coverage in the 2.0x-2.5x range is strong for a
shopping center REIT at the 'BBB-' level. In a stress case not
anticipated by Fitch in which the company repeats its same-store
NOI results from 2009-2010, coverage would remain at 2.0x, which
is adequate for the 'BBB-' rating.

Big-Box Retailer Exposure

The company's top tenants as of March 31, 2013 were Walmart (Fitch
IDR of 'AA' with a Stable Outlook) at 4.0% of pro rata rental
revenues followed by TJX Companies at 2.6% and Bed Bath & Beyond
at 2.5%, indicative of confined tenant credit risk.

Lease expirations are measured, with 1.8%, 6.7%, and 6.8% of
revenue on big-box space greater than 10,000 square feet expiring
in 2013, 2014, and 2015, respectively. On small-shop space less
than 10,000 square feet, 5.1%, 6.5%, and 5.9% of revenues expire
in 2013, 2014, and 2015, respectively. DDR has a broad geographic
footprint, and its top three geographic regions in 1Q'13 were
Brazil at 9.7% of annual base rent, followed by Florida at 8.7%
and Georgia at 8.3%.

Credit-Focused Management Team

Since the 2009-2010 period, DDR's management team has been
steadfast in decreasing leverage via common equity offerings and
retained cash flow, extending debt duration, and improving
liquidity.

The company's liquidity coverage ratio, calculated as liquidity
sources divided by uses, is 2.0x for the period April 1, 2013 to
Dec. 31, 2014, which is strong for the 'BBB-' IDR. Liquidity
sources include unrestricted cash pro forma for capital raising
related to the Blackstone JV portfolio acquisition, availability
under unsecured revolving credit facilities, and projected
retained cash flows from operating activities after dividends and
distributions. Liquidity uses include consolidated and pro rata
joint venture debt maturities and projected recurring capital
expenditures.

When including development cost to complete as a liquidity use,
liquidity coverage remains good at 1.7x. Liquidity coverage
improves to 4.8x assuming 90% of 2013-2014 secured debt maturities
are refinanced. The company has no unsecured debt maturities until
May 2015, and pro forma debt maturities are manageable in 2013-
2014 when 0.8% and 6.8% of respective pro rata debt matures,
followed by 15.6% in 2015.

The company's 1Q'13 adjusted funds from operations payout ratio
was 49.3%, up from 41.2% and 20.1% in 2011, but still reflective
of strong internally-generated liquidity.

Strong Access to Capital

Capital access remains solid and terms have continued to improve.
In June 2012, the company issued $300 million 4.625% senior
unsecured notes due 2022 priced to yield 4.865% to maturity, or
325 basis points over the benchmark treasury rate, and in July
2012, DDR issued $200 million 6.5% class J preferred stock. In
November 2012, DDR re-opened the 4.625% notes due 2022 and priced
$150 million to yield 3.465% to maturity, or 185 basis points over
the benchmark treasury rate. DDR also accessed the secured debt
market and its at-the-market equity offering program in 4Q'12.

In January 2013, the company refinanced its unsecured revolving
credit facilities with a pricing reduction to LIBOR plus 140 basis
points (a decrease of 25 basis points from the previous rate) and
refinanced its secured term loan with a pricing reduction to LIBOR
plus 155 basis points (a decrease of 15 basis points). DDR
subsequently issued $150 million of 6.25% class K preferred stock.

On May 15, in connection with the Blackstone JV portfolio
acquisition, the company forward-funded a follow-on common stock
offering for 34 million shares at $18.90 per share, which
including the overallotment option will total approximately $739
million. On May 16, the company issued $300 million 3.375% senior
unsecured notes due 2023 priced to yield 3.447% to maturity or 158
basis points over the benchmark treasury rate. Fitch has assigned
a 'BBB-' rating to these securities.

Leverage Expected to be Consistent with 'BBB-'

Pro forma leverage is slightly high for the 'BBB-' rating at 7.2x,
compared with 8.0x in 2011 and 8.2x in 2010. Debt repayment via
follow-on common stock offerings and retained cash flow has
accelerated leverage reduction.

Fitch projects that leverage will fall below 7.0x in 2014-2015 due
to positive fundamentals and the full year impact of the
Blackstone JV portfolio NOI. Leverage in the 6.5x-7.0x range is
appropriate for a 'BBB-' rating for a shopping center REIT. In a
stress case not anticipated by Fitch which DDR repeats its same-
store NOI results from 2009-2010, leverage would remain around
7.5x, which would be weak for the 'BBB-' rating.

Growing Unencumbered Pool

DDR has incrementally added power centers and other retail assets
across multiple MSAs to the unencumbered pool. The company is
selectively re-developing unencumbered assets such as Plaza Del
Sol in San Juan, Puerto Rico and Aspen Grove in Denver, CO to
bolster unencumbered cash flow.

Unencumbered properties, defined as pro forma unencumbered NOI
divided by a stressed 8% capitalization rate plus a 50% haircut on
unencumbered land, covered unsecured debt by 1.8x as of Mar. 31,
2013 pro forma, which is low for the 'BBB-' rating. However, a
haircut on land is conservative given impairments incurred on
DDR's land during previous years.

Stable Outlook

The Stable Outlook reflects Fitch's expectation that coverage will
sustain between 2.0x and 2.5x, due principally to 2%-3% same-store
NOI growth, that leverage will sustain just below 7.0x, and that
unencumbered asset coverage will approach 2.0x as DDR continues to
reduce secured debt levels via unsecured debt and common stock
offerings. In addition, the covenants in the company's debt
agreements do not restrict financial flexibility.

Preferred Stock Notching

The 'BB' rating of the preferred stock (a two-notch differential
from the IDR) is consistent with Fitch's criteria for corporate
entities with an IDR of 'BBB-'. Based on Fitch's research on
'Treatment and Notching of Hybrids in Nonfinancial Corporate and
REIT Credit Analysis,' these preferred securities are deeply
subordinated and have loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.

RATING SENSITIVITIES

The following factors may have a positive impact on DDR's ratings
and/or Outlook:

-- Fitch's expectation of fixed-charge coverage sustaining above
   2.3x (pro forma coverage is 2.3x);

-- Fitch's expectation of leverage sustaining below 6.5x (pro
   forma leverage is 7.2x and leverage is expected to fall below
   7.0x in 2014).

The following factors may have a negative impact on DDR's ratings
and/or Outlook:

-- Fitch's expectation of fixed charge coverage sustaining below
   2.0x;

-- Fitch's expectation of leverage sustaining above 7.5x;

-- Base case liquidity coverage sustaining below 1.25x.


DREIER LLP: Investors Say Profits Weren't Part of Ponzi Scheme
--------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that attorneys for
two investors being sued for millions by Dreier LLP's Chapter 11
trustee told a New York bankruptcy judge Tuesday that the trustee
can't prove that the profits they received from their investments
in the defunct firm were part of a Ponzi scheme.

According to the report, Trustee Sheila M. Gowan of Diamond
McCarthy LLP sued Westford Asset Management LLC and Amaranth LLC
and their affiliates in separate adversary proceedings in 2010 in
an effort to recover $137 million and $28 million in profits,
respectively.

                 About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Jason Porter, Esq., at Diamond McCarthy LLP.

Wachovia Bank National Association, the Dreier LLP Chapter 11
trustee, and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier,
60, pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


ECOSSE ENERGY: In Default of CNSX Requirements; Trading Suspended
-----------------------------------------------------------------
Ecosse Energy Corp. is in default of CNSX requirements.  Effective
immediately, Ecosse Energy is suspended pursuant to CNSX Policy 3.
The suspension is considered a Regulatory Halt as defined in
National Instrument 23-101 Trading Rules.

Headquartered in Toronto, Ontario, Ecosse Energy Corp. --
http://www.ecosseenergy.com/-- is an oil and gas exploration
company with ongoing exploration in Indonesia.  The Company?s
subsidiaries include Ecosse Energy (Bengkulu) Pty Ltd and Ecosse
Energy (Manokwari) Ltd.


DRYSHIPS INC: Posts $116.6-Mil. Net Loss in First Quarter
---------------------------------------------------------
DryShips Inc. on May 22 reported unaudited financial and operating
results for the first quarter ended March 31, 2013.

First Quarter 2013 Financial Highlights

        -- For the first quarter of 2013, the Company reported a
net loss of $116.6 million, or $0.30 basic and diluted loss per
share.

Included in the first quarter 2013 results are:

            -- Losses on the sale of four newbuilding drybulk
vessels, of $75.3 million, or $0.20 per share.

Excluding the above items, the Company's net results would have
amounted to a net loss of $41.3 million, or $0.10 per share.(1)

        -- The Company reported Adjusted EBITDA of $112.0 million
for the first quarter of 2013, as compared to $104.1 million for
the first quarter of 2012.(2)

Recent Events

-- In March 2013 and April 2013, the Company sold its newbuilding
Capesize bulk carriers Hull 1241 and 1242, to an unaffiliated
third party and its newbuilding Very Large Ore Carriers Hulls 1239
and 1240, to an entity related to Mr. George Economou.  These four
vessels had remaining yard installments of approximately $178
million against which the Company had no committed debt.  Under
the terms of the sale agreements, the Company will make payments
of only $29 million, thus eliminating approximately $149 million
in capital expenditures.

-- On February 28, 2013, Ocean Rig signed definitive documentation
for a $1.35 billion syndicated secured term loan facility to
partially finance the construction costs of the newbuilding
drillships Ocean Rig Mylos, Ocean Rig Skyros and Ocean Rig Athena,
scheduled for delivery in August 2013, October 2013 and November
2013, respectively.  The facility has a five-year term and a
repayment profile of approximately 11 years and bears interest at
LIBOR plus a margin.

-- On February 14, 2013, the Company completed a public offering
of an aggregate of 7,500,000 common shares of Ocean Rig owned by
DryShips.  The Company received approximately $123.1 million of
net proceeds from the public offering.

(1) The net result is adjusted for the minority interests of 41%
of Ocean Rig not owned by Dryships Inc. common shareholders as of
March 31, 2013.

(2) Adjusted EBITDA is a non-GAAP measure; please see later in
this press release for reconciliation to net income.

George Economou, Chairman and Chief Executive Officer of the
Company, commented:

"During the first quarter of 2013, we entered into agreements to
sell four of our bulk carriers under construction in China.  We
did not have any bank financing in place for these vessels.  Under
the terms of the sale agreements, we will make payments of only
$29 million, effectively eliminating $149 million in capital
expenditures.  We have now reduced our newbuilding program to six
bulk carriers, two of which are scheduled for delivery in 2013,
for which we have time charters and bank financing in place, and
four of which are scheduled for delivery in 2014, for which we are
considering our options.

Now that our unfunded capital expenditures have been reduced
significantly, we are in discussions with our lenders to lower our
debt service requirement.  These developments are expected to
reduce our cash outflow and lower our cash breakeven levels.

Even though there has been a recent spike in some drybulk charter
rates, we continue to be defensive about the short-term prospects
of the shipping markets.  Asset prices seem to be holding up but
we do not expect any positive sustainable development in charter
rates this year.

We are a pure shipping company with spot market exposure and a
shareholding in Ocean Rig.  Ocean Rig's capital and resources are
completely separated from those of DryShips.  We continue to be
bullish about the prospects for Ocean Rig, whose contract backlog
currently stands at approximately $4.9 billion over three years."

Financial Review: 2013 First Quarter

The Company recorded a net loss of $116.6 million, or $0.30 basic
and diluted loss per share, for the three-month period ended March
31, 2013, as compared to a net loss of $47.5 million, or $0.12
basic and diluted earnings per share, for the three-month period
ended March 31, 2012.  Adjusted EBITDA was $112.0 million for the
first quarter of 2013, as compared to $104.1 million for the same
period in 2012.(3)

For the drybulk carrier segment, net voyage revenues (voyage
revenues minus voyage expenses) amounted to $36.9 million for the
three-month period ended March 31, 2013, as compared to $72.4
million for the three-month period ended March 31, 2012.  For the
tanker segment, net voyage revenues amounted to $10.8 million for
the three-month period ended March 31, 2013, as compared to $7.2
million for the same period in 2012.  For the offshore drilling
segment, revenues from drilling contracts increased by $83.4
million to $246.4 million for the three-month period ended March
31, 2013, as compared to $163.0 million for the same period in
2012.

Total vessels', drilling rigs' and drillships' operating expenses
and total depreciation and amortization increased to $144.9
million and $82.7 million, respectively, for the three-month
period ended March 31, 2013, from $106.9 million and $82.0
million, respectively, for the three-month period ended March 31,
2012.  Total general and administrative expenses increased to
$36.2 million in the first quarter of 2013, from $34.0 million
during the comparative period in 2012.

Interest and finance costs, net of interest income, amounted to
$56.9 million for the three-month period ended March 31, 2013,
compared to $50.8 million for the three-month period ended March
31, 2012.

                       About DryShips Inc.

Headquartered in Athens, Greece, DryShips Inc. (NASDAQ: DRYS) is
an owner of drybulk carriers and tankers that operate worldwide.
Through its majority owned subsidiary, Ocean Rig UDW Inc.,
DryShips owns and operates 10 offshore ultra deepwater drilling
units, comprising of 2 ultra deepwater semisubmersible drilling
rigs and 8 ultra deepwater drillships, 3 of which remain to be
delivered to Ocean Rig during 2013 and 1 is scheduled for
delivery during 2015.  DryShips owns a fleet of 46 drybulk
carriers (including newbuildings), comprising of 12 Capesize, 28
Panamax, 2 Supramax and 4 Very Large Ore Carriers (VLOC) with a
combined deadweight tonnage of about 5.1 million tons, and 10
tankers, comprising 4 Suezmax and 6 Aframax, with a combined
deadweight tonnage of over 1.3 million tons.

The Company reported a net loss of US$288.6 million on
US$1.210 billion of revenues in 2012, compared with a net loss of
US$47.3 million on US$1.078 billion of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
US$8.878 billion in total assets, US$5.010 billion in total
liabilities, and shareholders' equity of US$3.868 billion.

                       Going Concern Doubt

Ernst & Young (Hellas), in Athens, Greece, expressed substantial
doubt about DryShips Inc.'s ability to continue as a going
concern, citing the Company's working capital deficit of
US$670 million at Dec. 31, 2012, and in addition, the non-
compliance by the shipping segment with certain covenants of its
loan agreements with banks.

As of Dec. 31, 2012, the shipping segment was not in compliance
with certain loan-to-value ratios contained in certain of its
loan agreements.  In addition, as of Dec. 31, 2012, the shipping
segment was in breach of certain financial covenants, mainly the
interest coverage ratio, contained in the Company's loan
agreements relating to US$769,098,000 of the Company's debt.  As
a result of this non-compliance and of the cross default
provisions contained in all bank loan agreements of the shipping
segment and in accordance with guidance related to the
classification of obligations that are callable by the creditor,
the Company has classified all of its shipping segment's bank
loans in breach amounting to US$941,339,000 as current at
Dec. 31, 2012.


ELPIDA MEMORY: Aims to Seal $2B Micron Sale with Plan Approval
--------------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that Elpida Memory
Inc. urged a Delaware bankruptcy judge Wednesday to recognize its
reorganization plan that would cement its $2 billion takeover by
Micron Technologies Inc., saying acceptance of the plan is
imperative to the companies' future.

According to the report, the Tokyo-based memory chip producer's
request comes after a Japanese bankruptcy court approved the plan
in February, a ruling which was upheld by an appeals court last
week, leaving recognition of the plan by the Delaware bankruptcy
court as the Micron deal's last major hurdle.

                     About Elpida Memory Inc.

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

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

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

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


ERBA DIAGNOSTICS: Gets NYSE MKT Listing Non-Compliance Notice
-------------------------------------------------------------
ERBA Diagnostics, Inc. on May 22 disclosed that, on May 17, 2013,
the Company received a letter from NYSE MKT LLC stating that the
Exchange has determined that the Company is not in compliance with
Sections 134 and 1101 of the Exchange's Company Guide due to the
Company's failure to timely file its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2013 with the Securities and
Exchange Commission.  The letter also states that the Company's
failure to timely file its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2013 is a material violation of its
listing agreement with the Exchange and, therefore, pursuant to
Section 1003(d) of the Company Guide, the Exchange is authorized
to suspend and, unless prompt corrective action is taken, remove
the Company's securities from the Exchange.

The Exchange has informed the Company that, in order to maintain
its listing on the Exchange, the Company must, by May 31, 2013,
submit a plan of compliance addressing how it intends to regain
compliance with Sections 134 and 1101 of the Company Guide by
August 15, 2013.  If the Company's 10-Q Plan is accepted by the
Exchange, then the Company may be able to continue its listing
during the 10-Q Plan Period, during which time it will be subject
to periodic review to determine whether it is making progress
consistent with the 10-Q Plan.  If the Company's 10-Q Plan is not
accepted by the Exchange, then the Company will be subject to
delisting proceedings.  Furthermore, if the 10-Q Plan is accepted
by the Exchange, but the Company is not in compliance with the
continued listing standards of the Company Guide by August 15,
2013, or if the Company does not make progress consistent with the
10-Q Plan during the 10-Q Plan Period, then the Exchange staff
will initiate delisting proceedings as appropriate.  The Company
is working diligently to submit the 10-Q Plan by May 31, 2013 and
to regain compliance with the Company Guide by August 15, 2013.

As previously disclosed in its Notification of Late Filing on Form
12b-25 filed with the SEC on May 16, 2013, and in its press
release furnished with its Current Report on Form 8-K filed with
the SEC on May 15, 2013, the Company has delayed filing its
Quarterly Report on Form 10-Q because of delays in filing its
Annual Report on Form 10-K for the year ended December 31, 2012,
which resulted from unforeseen delays in connection with
completing and filing the Company's consolidated financial
statements and the accompanying footnotes, which include the
Company's recently acquired subsidiaries -- Drew Scientific, Inc.,
JAS Diagnostics, Inc. and Drew Scientific Limited Co. Until these
matters can be resolved, the Company will not be in a position to
file its Quarterly Report on Form 10-Q with the SEC.  The Company
is working diligently to complete and file its Quarterly Report on
Form 10-Q with the SEC, which, as previously disclosed, the
Company expects to do on or prior to August 15, 2013.

Headquartered in Miami, Florida, ERBA Diagnostics, Inc. (NYSE
MKT:ERB) -- http://www.erbadiagnostics.com-- is a fully
integrated in vitro diagnostics company that develops,
manufactures and distributes in the United States and
internationally, proprietary diagnostic reagents, test kits and
instrumentation, primarily for autoimmune and infectious diseases,
through its legacy subsidiaries - Diamedix Corporation (U.S.),
Delta Biologicals S.r.l. (Europe) and ImmunoVision, Inc. (U.S.) -
and through its recently acquired subsidiaries - Drew Scientific,
Inc. (U.S.), JAS Diagnostics, Inc. (U.S.) and Drew Scientific
Limited Co. (Europe).


FISKER AUTOMOTIVE: Fields $20-Mil. Offer from Bob Lutz, Wanxiang
----------------------------------------------------------------
Deepa Seetharaman and Norihiko Shirouzu, writing for Reuters,
reported that a team including former General Motors Co. executive
Bob Lutz and China's largest parts maker is looking to buy Fisker
Automotive for $20 million, a fraction of the "green" car
company's estimated worth almost a year and a half ago.

According to the report, people familiar with the matter said on
Wednesday that VL Automotive, a venture between Lutz and
industrialist Gilbert Villarreal, and China's Wanxiang Group
submitted the bid earlier this month to buy Fisker through a
prepackaged bankruptcy deal.

This is one of at least two investor groups looking to gain
control of Fisker, which has not built a car since July, the
report said.  Earlier this year, the company hired bankruptcy
advisers and fired the bulk of its staff, while continuing to seek
a buyer.

VL Automotive, Lutz and Pin Ni, president of Wanxiang's U.S.
division, declined to comment, the report noted.  Representatives
for Fisker did not immediately comment.

The $20 million bid is a far cry from Fisker's estimated value
during the launch of its flagship Karma plug-in hybrid sports car,
according to the report. In December 2011, Fisker told prospective
investors that its total capitalization was "approaching" $2
billion, according to an investor document filing obtained by
Reuters.

Anaheim, Calif.-based Fisker Automotive Inc., is a manufacturer of
plug-in hybrid sports cars.


FREESCALE SEMICONDUCTOR: Fitch Rates $500MM Secured Notes 'CCC+'
----------------------------------------------------------------
Fitch Ratings assigns a rating of 'CCC+/RR3' to Freescale
Semiconductor, Inc.'s private placement of $500 million 5% senior
secured notes due 2021.  The Rating Outlook is Stable.

Freescale will use net proceeds to redeem $442 million of
principal of outstanding 10.125% senior secured notes due 2018, in
accordance with the indenture governing the 10.125% senior secured
notes. The transaction will save approximately $20 million of
annual interest expense.

The ratings and Outlook continue to reflect Freescale's weak free
cash flow (FCF) and revenue growth. Cumulative free cash flow
(FCF) since being taken private six years ago has been minimal
after stripping out non-recurring cash flows. Additionally, Fitch
estimates revenues (excluding cellular handset sales) have
declined in the low single digits from pre-recession levels.

Fitch estimates FCF for the latest 12 months (LTM) ended March 29,
2013 was $57 million, after backing out non-recurring cash flows
from business interruption and inventory insurance recoveries, as
well as deferred intellectual property (IP) revenue. IP licensing
is part of Freescale's revenue growth acceleration strategy but
cash flows should be volatile and non-recurring.

Higher profitability from restructuring and healthier inventory
levels should strengthen FCF. Freescale's manufacturing facility
closures related to 2008-2009 restructuring initiatives will
reduce costs by $120 million once fully realized. The company's
2012 focus product group reorganization will yield an additional
$35 million to $40 million of annual cost savings.

Utilization rates should continue increasing from the high 70s in
the first quarter of 2013 and, in conjunction with meaningful
operating leverage, drive operating profit margin expansion.
Distribution inventory remain within a normal 9-10 week range for
the recently ended quarter after Freescale lowered factory
loadings during 2012 to reduce excess inventory levels.

Fitch believes operating EBITDA will exceed 22% by 2014 versus a
Fitch estimated 19.4% for 2012. This assumes low-single digit
revenue growth over at least the next two years. Within this
context, Fitch expects more than $100 million of annual FCF over
the next few years.

Fitch's expectation for low single digit near-term organic revenue
growth is driven by a cautious overall semiconductor demand
environment. Revenues increased and book-to-bill remained greater
than 1 time (x) for the first quarter of 2013, following six
consecutive quarters of negative year-over-year revenue growth.

Automotive demand should be offset by cautious industrial demand.
U.S. auto production increasing to 15 million units in 2013 from
14.5 million units in 2012 and increasing electronics content per
vehicle will drive automotive strength. Demand in the U.S. is
being tempered by weakness in Europe, while automotive unit growth
in China, to which Freescale is less exposed, also will be
positive.

Over the longer term, Fitch expects low-single digit mid-cycle
revenue growth. Freescale's reorganization intends to accelerate
revenue growth by shifting sales resources to faster growing China
and India and increasing analog and sensors and radio frequency
penetration in industrial, consumer and medical markets.

Credit protection measures should remain highly cyclical. Fitch
estimates total leverage (total debt to operating EBITDA) for the
LTM ended March 31, 2013 was approximately 8.5x, compared with
6.3x for the comparable year ago period. Interest coverage
(operating EBITDA to gross interest expense) was approximately
1.5x for the recently ended LTM period, down from 1.9x a year ago.

RATINGS SENSITIVITIES

Debt reduction from free cash flow resulting in total leverage
approaching 5.5x could result in positive rating actions. This
will require the reversal of negative revenue growth trends.

Conversely, negative rating actions could occur if Freescale uses
significant free cash flow over a multi-year period. Fitch
believes this would be the result of a weakened competitive
position, due to lost market share or product commoditization.

RATING DRIVERS

The ratings are supported by Freescale's:

-- Leading share positions in microcontrollers and embedded
   processing markets, particularly automotive. These markets
   are characterized by longer product lifecycles;

-- Increasing electronics penetration in automobiles and
   industrial and medical applications, as well as consumer
   electronics growth and solid long-term networking
   infrastructure investment requirements over the longer term;

-- Low capital intensity from the company's 'asset-light'
   manufacturing strategy.

Ratings concerns center on Freescale's:

-- Revenue growth challenges, given a combination of difficulty
   displacing incumbent embedded suppliers, macroeconomic
   headwinds, and structurally lower revenues from the wind down
   of the company's cellular business over the past several years;

-- Limited ability to organically reduce debt, given minimal FCF
   in recent years;

-- Significant debt levels and interest expense.

Fitch believes Freescale's liquidity was sufficient as of
March 29, 2013 and consisted of: i) approximately $767 million of
cash and equivalents, $179 million of which was held in the U.S.;
and ii) approximately $408 million (net of $17 million of letters
of credit) of remaining availability under the $425 million senior
secured RCF due July 1, 2016.

Pro forma for the private placement and redemption, total debt was
approximately $6.5 billion as of March 29, 2013 and consisted of:

-- $350 million of senior secured term loans due 2016;
-- $2.4 billion of senior secured term loans due 2020;
-- $1.6 billion of senior secured notes due 2018;
-- $500 million of senior secured notes due 2021;
-- $155 million of senior unsecured notes due 2014;
-- $1.2 billion of senior unsecured notes due 2020;
-- $264 million of senior subordinated notes due 2016.

The $2.4 billion term loan maturing in 2020 could be accelerated
should Freescale fails to meet a Sept. 2017 leverage test and
reduce outstanding senior secured notes due 2018 to $500 million
or less by Dec. 1, 2017.

The Recovery Ratings (RR) for Freescale reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
belief that Freescale's enterprise value, and hence recovery rates
for its creditors, will be maximized as a going concern rather
than liquidation scenario.

In deriving a distressed enterprise value, Fitch assumes post-
reorganization operating EBITDA of $725 million. Fitch applies a
5x distressed EBITDA multiple to reach a reorganization enterprise
value of approximately $3.6 billion.

As is standard with Fitch's recovery analysis, the revolver is
assumed to be fully drawn and cash balances fully depleted to
reflect a stress event. After reducing the amount available in
reorganization for administrative claims by 10%, Fitch estimates
the senior secured debt would recover 51% - 70%, equating to 'RR3'
Recovery Ratings.

The senior unsecured and senior subordinated debt tranches would
recover 0% - 10%, equating to 'RR6' Recovery Ratings and reflect
Fitch's belief that minimal if any value would be available for
unsecured noteholders.

Fitch currently rates Freescale as follows:

-- IDR 'CCC';
-- Senior secured bank revolving credit facility (RCF) at
   'CCC+/RR3';
-- Senior secured term loans 'CCC+/RR3';
-- Senior secured notes 'CCC+/RR3';
-- Senior unsecured notes 'CC/RR6';
-- Senior subordinated notes 'CC/RR6'.


FIRST WIND: Moody's Changes Outlook to Positive & Affirms B3 CFR
----------------------------------------------------------------
"[The] outlook change reflects First Wind's improved financial
position," said Moody's Analyst John M. Grause. "This was
accomplished through the construction of 477 megawatts of
incremental wind generation whose capacity and output is sold to
investment-grade off-takers under long-term contracts, the
refinancing of an intermediate holding company loan with more
favorable terms and a modest reduction in recourse debt," added
Grause.

Rating Rationale:

The completion of Kaheawa II, Bull Hill, Kawailoa and Palouse wind
projects in the second half of the 2012 materially strengthened
First Wind's financial position through incremental cash flow that
is expected to improve First Wind's metrics. Specifically, Moody's
anticipates cash flow to debt to be 5 - 8% and interest coverage
to be 1.0 to 1.5 times over the next twelve to eighteen months.
These levels of financial metrics score approximately to the
middle of the B range under Moody's Unregulated Utility and Power
Company rating methodology published in August 2009.

The closing of the Northeast Joint Venture with Emera Inc.
(unrated) provided First Wind with cash proceeds and the ability
to refinance the CSSW loan which had onerous terms, including a
cash sweep. The JV will continue to support First Wind's northeast
business by allowing the company to control development and
construction and subsequently transfer the projects into the JV
upon completion. From the sale proceeds, First Wind reduced its
debt load by buying back approximately $26 million of 10.25% notes
in the 3rd quarter of 2012.

Moody's notes that First Wind does not maintain a revolving credit
facility to support its liquidity, but it does hold significant
cash balances across the family, including approximately $130
million at the First Wind level. The entire family cash balance
was $343 million at May 21, 2013 which will be utilized to fund
future projects.

First Wind, however, is not without challenges as it begins
developing and constructing approximately 1,000 MW of new
projects, attempts to bring the Kahuku project back online and
manages Clipper wind turbine maintenance. First Wind plans to
construct its first solar projects over the next two years in
addition to approximately 800 to 900 MW of wind generation. The
Kahuku project has been out of service since August 2012 due to a
fire at the battery storage facility. With its business
interruption insurance expiring this July, bringing the project
back online promptly and successfully will minimize the negative
cash flow impacts. Lastly, First Wind must manage the ongoing
repairs of the chronically faulty gearboxes in its 150 Clipper
turbines since the company has settled with Clipper releasing them
from their O&M and warranty obligations. If First Wind
successfully navigates these challenges, an upgrade would likely
result.

First Wind's B3 rating reflects the high leverage across the
family with tax equity, leaseback and/or project financing
obligations at all projects. The rating is also driven by the
Northeast Joint Venture with Emera, as well as its highly
contracted cash flows and geographic diversity. The rating also
incorporates the uncertainty of continued US government support
for renewable energy projects over the long-term.

First Wind's SGL-2 rating is based upon its current strong cash
position and adequate cash flow generation but also takes into
consideration the lack of an external credit facility as well as
the significant leverage that exists at the project level.

The principal methodology used in this rating was Unregulated
Utilities and Power Companies published in August 2009.

First Wind Capital, LLC, a wholly-owned subsidiary of First Wind
Holdings, LLC, is engaged in the development, construction and
operation of utility-scale wind energy projects. First Wind is
headquartered in Boston, MA.


FISKER AUTO: Wanxiang Mulls Buyout in Prearranged Bankruptcy
------------------------------------------------------------
Mike Ramsey and Sharon Terlep, writing for The Wall Street
Journal, report that at least two investor groups have expressed
interest in salvaging Fisker Automotive Inc., but their proposals
would require the Obama administration to accept pennies on the
dollar to retire a taxpayer-funded loan.

According to WSJ, one group maneuvering for control of Fisker
includes Wanxiang Group, the Chinese auto-parts maker that bought
electric-car battery supplier A123 Systems Inc. out of bankruptcy,
and VL Automotive, a startup company that has considered using
Fisker's Karma sedan as the shell for a high-powered gasoline-
fueled sports car.  The Wanxiang-VL Automotive group is proposing
a so-called stalking horse bid for some of Fisker's assets in a
prearranged bankruptcy filing, according to people familiar with
the discussions.  Wanxiang and VL Automotive would pay about $20
million for some Fisker assets, but not the former General Motors
assembly plant in Wilmington, Del., that it owns, those people
said.

Fisker was the largest customer of A123, and Wanxiang hopes to
revive Fisker as a customer for its batteries, said people
familiar with the companies' thinking, according to the report.

WSJ also reports that a separate investment group is proposing to
buy the U.S. government loan outside of bankruptcy for around $25
million.  The investor group then would remarket the company, free
of the entanglement of the government loan, one of these people
said.

The report notes it is unclear how the Obama administration would
respond to either of these proposals, or what the administration
plans to do about Fisker, which has become a target for critics of
the administration's efforts to fund green technology development.


GGW BRANDS: 'Girls Gone Wild' Subsidiary Cleared For Ch. 11
-----------------------------------------------------------
Kathryn Brenzel of BankruptcyLaw360 reported that a California
bankruptcy judge on Monday gave the green light to the "Girls Gone
Wild" Chapter 11 trustee to file bankruptcy for subsidiary GGW
Marketing LLC, paving the way for the recovery of company
trademarks that were allegedly fraudulently transferred to an
offshore trust.

According to the report, the order is the latest development in
progressively inimical exchanges between trustee R. Todd Neilson
and raunchy video founder Joe Francis since the company entered
bankruptcy.

                         About GGW Brands

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

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

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


GREAT BASIN: Waterton Completes Acquisition of Mining Assets
------------------------------------------------------------
Waterton Global Resource Management, Inc. on May 22 announced the
successful completion of the purchase of the Hollister gold mine
and Esmeralda Mill in Nevada.

As previously announced, the assets were purchased through a
court-supervised auction of assets formerly controlled and
operated by certain subsidiaries of Great Basin Gold Limited.

The purchase price for the assets, consisted of initial cash
consideration of up to $15mm, plus a 15% net profits royalty
agreement that can be terminated after 5 years.

"The purchase of mining assets in a bankruptcy auction is
incredibly complex.  Our project evaluation and investment teams
were instrumental in our ability to expediently evaluate these
assets and to structure a winning bid," said Managing Partner and
Chief Investment Officer, Isser Elishis.

"Participating in this type of process requires the ability to
confidently assess the potential for operational success.  Our
deep in-house technical expertise made it possible for us to
accomplish this in a competitive auction environment," continued
Mr. Elishis.

Waterton's project evaluations team has identified and evaluated
over 350 projects worldwide, ranging from $10mm million to $3.6
billion.  Based on the project evaluations team's assessment, and
drawing on several decades of experience in mining, Waterton's
development and operations group is expected to concentrate on
three key areas:

-- Optimizing the management of the mine, including dedicating
additional on-site senior personnel to oversee operations;

-- Bringing financial discipline to the operations and capital
planning process; and,

-- Updating the mine plan to increase efficiencies and to ensure
the financial sustainability of the Hollister mining operation.

                  About the Hollister Gold Mine

Once considered to be one of the highest grade gold deposits in
the world, the Hollister gold mine is located in northern Nevada,
at the intersection of the Carlin Trend and the Northern Nevada
Rift.  The Carlin trend is one of the world's richest gold mining
districts and the most prolific gold mining region in North
America.

The Hollister gold mine has been in production since 2008.  The
mine has had a historic production rate of 350-400 ore tones per
day, producing an average of 80,000 oz of gold per year.

                         About Waterton

Waterton Global Resource Management invests in producing and late-
stage development assets in politically stable geographies,
through joint ventures, partnerships and acquisitions.  Waterton
Global has assembled a multi-disciplinary technical team with
extensive expertise evaluating, developing and operating precious
metals mining projects throughout the world.

                   About Great Basin Gold Ltd.

Great Basin Gold Ltd. is incorporated under the laws of the
Province of British Columbia and its registered address is 1108-
1030 West Georgia Street, Vancouver BC, Canada.  Great Basin Gold
Ltd., including its subsidiaries, is a mineral exploration and
development company with two operating assets, both in the
production build-up phase, the Hollister Project on the Carlin
Trend in Nevada, USA and the Burnstone Project in the
Witwatersrand Goldfields in South Africa.  Over and above the
exploration being conducted at the above mentioned properties,
greenfields exploration is being undertaken in Tanzania and
Mozambique.


GREEN MOUNTAIN: S&P Raises Rating on $1.25BB Facilities 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level ratings
on Green Mountain Coffee Roasters Inc.'s (GMCR) $1.25 billion
senior secured credit facilities consisting of a $1 billion
revolver and $250 million term loan A due 2016 ($239 million
outstanding as of March 30, 2013) one notch to 'BB' from 'BB-'.
S&P revised the recovery rating to '1' from '2', indicating its
expectations for very high (90% to 100%) recovery in the event of
a payment default.  S&P revised its recovery rating because of the
company's increase in EBITDA and resultant higher implied
enterprise value and S&P's expectation that debt levels will
remain low at default.  The rating action follows S&P's review of
its issue-level ratings on GMCR's senior secured credit
facilities.

The 'B+' corporate credit rating on GMCR remains unchanged.

"Our ratings on GMCR reflect its 'aggressive' financial risk
profile and its 'weak' business risk profile.  Key credit factors
considered in our assessment of GMCR's weak business risk profile
include its participation in the highly competitive specialty
coffee segment; its narrow product focus in single-cup coffee
products, with increased competition following patent expirations
in September 2012; and the risks associated with pursuing a rapid
growth strategy.  We believe that the company is highly dependent
on the single-cup coffee maker concept and will continue to
experience increasing competition since two of its K-Cup portion
pack patents expired in the U.S. in September 2012," S&P said.

RATINGS LIST

Green Mountain Coffee Roasters Inc.
Corporate Credit Rating                    B+/Stable

Ratings Raised, Recovery Ratings Revised
                                            To          From
Green Mountain Coffee Roasters Inc.
Senior Secured                             BB          BB-
  Recovery Rating                           1           2


HARRISBURG, PA: Control May Limit City's Election's Impact
----------------------------------------------------------
The Associated Press reported that Pennsylvania's debt-laden
capital city will have a new mayor next year, but he could have
little role in sorting out the pressing financial problems that
dragged Harrisburg to the brink of bankruptcy after an
unprecedented takeover by the state.

According to the report, following a tumultuous three years-plus
in office, Mayor Linda Thompson lost Tuesday's Democratic Party
primary election in the heavily Democratic city. She was defeated
by Eric Papenfuse, who will face independent Nevin Mindlin in the
November general election. The winner will take over in January.

For now, a state-appointed receiver, William Lynch, is in control
and is working to resolve nearly $350 million in debt tied to
Harrisburg's municipal trash incinerator and a persistent gap in
its operating budget that he has estimated would be $7 million on
anticipated spending of about $58 million for the year, the report
related.

A spokesman for Lynch suggested that the receiver and his crew of
lawyers, municipal finance advisers and auditors will stay focused
on the debt and budget plans regardless of who is in office, the
report said.

"Even though we want to work with all our elected officials, no
matter the result of the election, we really want to stay focused
on the implementation of the recovery plan and continue
negotiations on the structure of the deals," the spokesman, Cory
Angell, told the news agency.

                 About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.


HAWAII OUTDOOR: David Farmer Named as Chapter 11 Trustee
--------------------------------------------------------
Tiffany L. Carroll, Acting United States Trustee, sought and
obtained approval from the U.S. Bankruptcy Court to appoint David
Farmer as Chapter 11 Trustee in the bankruptcy case of Hawaii
Outdoor Tours Inc.

The U.S. Trustee attests that Mr. Farmer is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Hawaii Outdoor Tours, Inc., operator of the Niloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Niloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortal alone was valued in excess of $35
million by First Regional's appraiser and the insurance company.

Bankruptcy Judge Robert J. Faris oversees the case.  Wagner Choi &
Verbrugge originally served as the Debtor's bankruptcy counsel.
The firm was later replaced by Ramon J. Ferrer as the Debtor's
counsel.

In its schedules, the Debtor disclosed $52,492,891 in assets and
$11,756,697 in liabilities.  The petition was signed by CEO
Kenneth Fujiyama.

Ted N. Petitt, Esq., represents Secured Creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.


HAWAII OUTDOOR: Ch.11 Trustee Can Hire Timothy Hogan as Counsel
---------------------------------------------------------------
David C. Farmer, Chapter 11 Trustee for Hawaii Outdoor Tours,
Inc., sought and obtained approval from the U.S. Bankruptcy Court
to employ Timothy J. Hogan, Esq., as his attorney.  Mr. Hogan's
hourly rate is $300 per hour plus applicable Hawaii General Excise
tax.

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

Counsel can be reached at:

         Timothy J. Hogan, Esq.
         Attorney at Law
         1050 Bishop Street, No. 433
         Honolulu, Hawaii 96813
         Tel: (808) 382-3698
         Fax: (808) 356-1682
         E-mail: tjh@timhogan.com

Hawaii Outdoor Tours, Inc., operator of the Niloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Niloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortal alone was valued in excess of $35
million by First Regional's appraiser and the insurance company.

Bankruptcy Judge Robert J. Faris oversees the case.  Wagner Choi &
Verbrugge originally served as the Debtor's bankruptcy counsel.
The firm was later replaced by Ramon J. Ferrer as the Debtor's
counsel.

In its schedules, the Debtor disclosed $52,492,891 in assets and
$11,756,697 in liabilities.  The petition was signed by CEO
Kenneth Fujiyama.

Ted N. Petitt, Esq., represents Secured Creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.


HAWAII OUTDOOR: Wagner Choi Withdraws as Counsel
------------------------------------------------
The U.S. Bankruptcy Court approved Wagner Choi & Verbrugge's
motion to withdraw as counsel for Hawaii Outdoor Tours, Inc.

James A. Wagner, Esq., and Neil J. Verbrugge, Esq., appeared at
the hearing on the motion on behalf of the firm.

Ramon J. Ferrer, Esq., appeared as counsel on behalf of the
Debtor.

Hawaii Outdoor Tours, Inc., operator of the Niloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Niloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortal alone was valued in excess of $35
million by First Regional's appraiser and the insurance company.

Bankruptcy Judge Robert J. Faris oversees the case.

In its schedules, the Debtor disclosed $52,492,891 in assets and
$11,756,697 in liabilities.  The petition was signed by CEO
Kenneth Fujiyama.

Ted N. Petitt, Esq., represents Secured Creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.


HAWAII OUTDOOR: Can Employ Ramon J. Ferrer as Counsel
-----------------------------------------------------
Hawaii Outdoor Tours, Inc. sought and obtained permission from the
U.S. Bankruptcy Court to employ Ramon J. Ferrer as counsel.

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

Mr. Ferrer's rates are:

  Professional                   Rates
  ------------                   -----
  Ramon J. Ferrer                 $250
  Paralegals                      $100

Counsel can be reached at:

         Ramon J. Ferrer, Esq.
         135 S. Wakea Avenue, Suite 204
         Kahului, Hawaii 96732
         Tel: 808-891-1414
         Fax: 808-877-3682
         E-mail: ramonlawfirm@hotmail.com

Hawaii Outdoor Tours, Inc., operator of the Niloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Niloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortal alone was valued in excess of $35
million by First Regional's appraiser and the insurance company.

Bankruptcy Judge Robert J. Faris oversees the case.

In its schedules, the Debtor disclosed $52,492,891 in assets and
$11,756,697 in liabilities.  The petition was signed by CEO
Kenneth Fujiyama.

Ted N. Petitt, Esq., represents Secured Creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.


HELLER EHRMAN: Orrick Loses Bid to Flip Fraud Transfer Ruling
-------------------------------------------------------------
Juan Carlos Rodriguez of BankruptcyLaw360 reported that a
California federal district judge on Tuesday rejected Orrick
Herrington & Sutcliffe LLP's argument that a bankruptcy judge
lacked authority to make a ruling that the law firm wrongfully
hired former partners of defunct Heller Ehrman LLP.

According to the report, Heller's plan administrator had brought
fraudulent transfer actions against dozens of law firms employing
former Heller shareholders, and, while most settled, the
bankruptcy court in March found in Heller's favor regarding the
four firms that didn't settle, including Orrick.

                        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.


HIDALGO LOGISTICS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Hidalgo Logistics, LLC
        1100 E. Produce Road
        P.O. Box 1648
        Hidalgo, TX 78557

Bankruptcy Case No.: 13-70239

Chapter 11 Petition Date: May 15, 2013

Court: U.S. Bankruptcy Court
       Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: John Kurt Stephen, Esq.
                  CARDENAS AND STEPHEN, L.L.P.
                  100 S. Bicentennial Boulevard
                  McAllen, TX 78501-7050
                  Tel: (956) 631-3381
                  Fax: (956) 687-5542
                  E-mail: kurtstep@swbell.net

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Efrain Barbosa, member.


HIGHWAY TECHNOLOGIES: Files for Chapter 11 to Liquidate
-------------------------------------------------------
Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to
13-11326) on May 22 to conduct an orderly liquidation.

Founded 30 years ago, Highway Technologies at its peak was one of
the largest traffic safety companies in the U.S.  It operated from
32 locations in 13 states.  However, just before the bankruptcy
filing, the Debtors ceased operations, terminated 750 employees
and began the process of securing their assets for sale.

Subject to approval of the Bankruptcy Court, the company intends
to offer its inventory and assets for sale piecemeal through
private sales and auctions and also branch by branch on a turnkey
basis.  The Debtors say that to the extent the turnkey branch
sales are successful, employees could be rehired by those
branches.

The company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.

The Debtors said in court filings they owe $66.8 million in
principal and $353,000 in interest on a secured loan arranged by
Ableco Finance LLC as of the bankruptcy filing.  Unsecured debt as
of the bankruptcy filing totaled $23 million.  The Debtors also
have contingent liabilities to surety companies that supplied
payment and performance bonds for certain projects, and total
amount of outstanding surety bonds is $88.7 million and bonded
receivables total $3.98 million.

In the months prior to the bankruptcy filing, the Company was
actively seeking capital from its existing lenders and sponsors,
as well as potential new lenders.  In addition, in the weeks prior
to the bankruptcy filing, the Company was in negotiations
regarding a sale of substantially all of its assets with a key
competitor, with which it had engaged in such discussions as early
as 2008.  The key competitor performed extensive due diligence in
May and the parties continued to proceed with these negotiations
until May 14 when the key competitor informed the Company that it
had determined not to purchase the Debtors' assets.  After that,
the Company was not longer able to obtain a commitment to finance
ongoing operations or to pursue a sale of its assets.  As a
result, on May 17, the Debtors ceased operations, terminated
employees, and thereafter commenced the Chapter 11 cases in order
to conduct an orderly liquidation of its assets and wind down its
business.

The Debtors seek to sell their assets on a piecemeal basis by
private sales and auctions and have engaged liquidators to secure
the assets and prepare them for sale.

The Debtors on Thursday were slated to seek approval of their
first day motions, which the Debtors said are necessary to
minimize the adverse effects of the bankruptcy filing.

The Debtors have filed, among other things, motions to pay
prepetition wages, pay sales and use taxes, and implement
procedures for the sale, transfer, and abandonment of de minimis
assets.

If the proposed de minimis asset sale procedures are approved, the
Debtors will be able to effectuate sale of assets of less with
purchase price of $250,000 without further approval from the
Bankruptcy Court if no objections are filed within 5 days after
notice to creditors.  The cap will be increased to $500,000 after
an official committee of unsecured creditors is formed.

The Debtors also are seeking an extension until July 5, 2013, of
the deadline to file their schedules of assets and liabilities and
statement of financial affairs.


HIGHWAY TECHNOLOGIES: Obtains $3MM DIP Financing From Oak Hill
--------------------------------------------------------------
Highway Technologies Inc. and HTS Acquisition Co. have obtained
DIP financing that will allow them to secure their assets and
liquidate those assets in an orderly fashion.  The DIP financing
will also enable the Debtors to avoid abandoning equipment on
active highways that could pose a public safety risk.

The DIP facility is being provided by Oak Hill Special
Opportunities Fund, L.P., Oak Hill Special Opportunities Fund
(Management), LP and Wynnchurch Capital Partners II, L.P., which
are a subset of the prepetition lenders.

While the Debtors have ceased operations, they must incur costs
for items such as payroll, security and rent, in order to
liquidate their assets in an orderly and responsible manner.

The DIP facility consists of a multi-draw term loan facility in an
aggregate principal amount of up to $3 million, of which $2
million will be available on an interim basis.

The DIP lenders will receive a DIP fee equal to 3% of the DIP
loans.  The DIP loans will bear interest at 10% per annum, with
the interest rising to 12% in the event of default.

The DIP facility will mature July 31, 2013, or earlier if the
Debtors fail to accomplish any of these milestones:

    * Entry of an interim DIP order by May 24, 2013.

    * Approval of the auction procedures by June 11, 2013.

    * Entry of the final DIP order by June 11, 2013.

    * Auction conducted by July 15, 2013.

The Debtors also seek approval to use cash collateral.  The
Debtors will grant Ableco Finance LLC, as administrative agent and
collateral agent for the prepetition lenders, adequate protection
including replacement liens.

                 About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to
13-11326) on May 22 to conduct an orderly liquidation.

Attorneys at Pachulski Stang Ziehl & Jones LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC is the claims and
notice agent.

The prepetition lenders are represented by David M. Hilllman,
Esq., at Schulte Roth & Zabel, in New York.

The company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.


HIGHWAY TECHNOLOGIES: Taps Hilco as Exclusive Sales Agent
---------------------------------------------------------
Highway Technologies Inc. and HTS Acquisition Co. seek approval
from the Bankruptcy Court to hire Hilco Industrial, LLC as
exclusive marketing and sales agent.

Hilco Industrial will market and sell all of the Company's
machinery and equipment and inventory.  Hilco will be paid a
buyer's premium consisting of a commission equal to 7% of the
gross proceeds from the sale of inventor and.  It will also be
entitled to charge an industry standard buyer's premium of 15% for
all of the company's machinery, equipment, rolling stock,
furniture and fixtures.

If the Debtors file a notice seeking approval of an intact branch
sale within 45 days of the Petition Date, which sale must include
(i) inventory or machinery and equipment (M&E) and (ii) real
estate leases, the Debtors will be charged a sale transaction fee
of 7.5% on the gross proceeds from each branch sale.  Hilco will
split the sale transaction fee with another party, Imperial
Capital LLC.  If there is a bulk sale of all M&E at a branch
within 45 days of the Petition Date, Hilco will be entitled to
charge at the buyer's premium, with Imperial taking 25% of the
premium.

Hilco will also seek reimbursement of reasonable out-of-pocket
expenses.

The Debtors request approval of the employment of Hilco nunc pro
tunc to May 21, 2013.  The Debtors say such relief is warranted by
the "extraordinary circumstances" presented by this case.  The
complexity, intense activity and speed that have characterized the
Chapter 11 cases have necessitated that the Debtors, Hilco and
other professionals focus their immediate attention on time
sensitive matters and promptly devote substantial resources to the
affairs of the Debtors.

Hilco may be reached at:

         Ian S. Fredericks
         HILCO INDUSTRIAL, LLC
         5 Revere Drive, Suite 206
         Northbrook, IL 60062
         Tel: (847) 509-1100
         Fax: (847) 897-0868
         E-mail: ifredericks@hilcotrading.com

                 About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to
13-11326) on May 22 to conduct an orderly liquidation.

Attorneys at Pachulski Stang Ziehl & Jones LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC is the claims and
notice agent.

The prepetition lenders are represented by David M. Hilllman,
Esq., at Schulte Roth & Zabel, in New York.

The company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.


HIGHWAY TECHNOLOGIES: Taps KCC as Claims and Notice Agent
---------------------------------------------------------
Highway Technologies Inc. and HTS Acquisition Co. seek approval
from the Bankruptcy Court to hire Kurtzman Carson Consultants LLC
as noticing and claims agent.

The Debtors' creditors exceed 200.  Thus, the Debtors believe that
it is necessary and in the best interest of their creditors and
estates to tap KKC to assume full responsibility for, among other
things, the distribution of notices and proof of claim forms, and
the maintenance, processing and docketing of all proofs of claim
filed in the Chapter 11 cases.

The Debtors will pay KKC for its services, expenses and supplies
at the rates or prices in accordance with the KCC Fee Structure.
The Debtors also agree to pay the reasonable out of pocket
expenses incurred by KCC in connection with the services provided.

The document containing the Fee Structure was not included in the
application posted in KCC's Web site.

Before the bankruptcy filing, the Debtors provided KCC a retainer
in the amount of $25,000.

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to
13-11326) on May 22 to conduct an orderly liquidation.

Attorneys at Pachulski Stang Ziehl & Jones LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC is the claims and
notice agent.

The prepetition lenders are represented by David M. Hilllman,
Esq., at Schulte Roth & Zabel, in New York.

The company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.


HOWREY LLP: Looks To Pursue Claims Against Dewey, Cooley, MoFo
--------------------------------------------------------------
David McAfee of BankruptcyLaw360 reported that the trustee for
defunct law firm Howrey LLP on Monday filed a motion in California
bankruptcy court seeking permission to pursue claims against Dewey
& LeBoeuf LLP, Cooley LLP, Morrison & Foerster LLP, Bunsow De Mory
Smith & Allison LLP, Dickinson Wright PLLC and Paul Hastings LLP,
for "unfinished business."

According to the report, the motion comes a week after Howrey
launched a series of suits in California bankruptcy court against
four other law firms, including Jones Day and Hogan Lovells,
claiming they owed it profits from competing client matters.

                        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.


HOWREY LLP: Looks To Pursue Claims Against Dewey, Cooley, MoFo
--------------------------------------------------------------
David McAfee of BankruptcyLaw360 reported that the trustee for
defunct law firm Howrey LLP on Monday filed a motion in California
bankruptcy court seeking permission to pursue claims against Dewey
& LeBoeuf LLP, Cooley LLP, Morrison & Foerster LLP, Bunsow De Mory
Smith & Allison LLP, Dickinson Wright PLLC and Paul Hastings LLP,
for "unfinished business."

According to the report, the motion comes a week after Howrey
launched a series of suits in California bankruptcy court against
four other law firms, including Jones Day and Hogan Lovells,
claiming they owed it profits from competing client matters.

                        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.


HUSKY INTERNATIONAL: Moody's Alters Outlook on B2 CFR to Negative
-----------------------------------------------------------------
Moody's Investors Service revised Husky International Ltd.'s
ratings outlook to negative from stable and affirmed the company's
B2 corporate family rating, B2-PD probability of default rating,
Ba3 senior secured credit rating and Caa1 senior unsecured notes
rating.

"The outlook change to negative reflects recent weaker than
expected results, a declining order trend in China due to
overcapacity as manufacturing activity is slowing, and
expectations that Husky's leverage will remain elevated through
the next 12 to 18 months (adjusted Debt/EBITDA over 6x)," says
Peter Adu, Moody's lead analyst for Husky.

Ratings Affirmed:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

$110M Revolving Credit Facility due 2018, Ba3, LGD2, 28% (from
LGD2, 29%)

$830M Sen. Sec. Term Loan B due 2018, Ba3, LGD2, 28% (from LGD2,
29%)

$570M Sen. Unsecured Notes due 2019, Caa1, LGD5, 83% (from LGD5,
84%)

Outlook:

Changed to Negative from Stable

Ratings Rationale:

Husky's B2 CFR primarily reflects its high leverage (adjusted
Debt/EBITDA of 6.9x at Q1/13), declining revenue trend, lack of
meaningful free cash flow, and narrow product profile with
technology risk exposure. The rating benefits from the company's
leading global market position, large installed base which drives
material replacement revenue, good geographic and customer
diversity, solid EBITA margins and good liquidity. Demand for the
company's polyethylene terephthalate ("PET") plastic beverage
container preform equipment is cyclical, and is influenced by
capital spending decisions of its customers, which include the
world's largest beverage brands. However, this cyclicality is
tempered by Husky's relatively stable parts and aftermarket
service revenue, ongoing trend towards PET as a packaging
substrate and significant exposure to developing markets, where
the majority of industry growth is occurring. Despite its
declining order trend in China and exposure to technology risks
from Asian competition, Moody's expects the strength of Husky's
market position, evidenced by its strong EBITA margin, to prevail
into the medium term given its continuing technological
leadership.

Husky's liquidity is good, supported by cash balances of about $60
million at Q1/13 and Moody's expectation for annual free cash flow
around $30 million. Due to recent prepayments, Husky does not have
scheduled term loan repayments through 2018. As well, Husky has
access to a $110 million revolving credit facility (committed
until June 2018) which is not expected to be drawn through the
next 4 to 6 quarters, although about $10 million is used for
letters of credit. The facility has no applicable financial
covenant unless revolver drawings exceed $25 million, at which
point a total leverage covenant comes into effect. Moody's expects
the total leverage covenant level to have cushion in excess of 20%
if applicable.

The outlook is negative primarily because of recent revenue
declines, which was not anticipated by Moody's. Moody's expects
that Husky's leverage may also remain at levels potentially higher
than appropriate for the B2 CFR.

Downward rating pressure could arise if Husky's adjusted Debt/
EBITDA is sustained above 6.5x or EBITA/ Interest coverage is
likely to trend below 1.25x. Upward rating action could be
considered should Husky improve its adjusted Debt/ EBITDA under
5.5x and EBITA/ Interest above 2x.

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

Husky International Ltd. is a leading global manufacturer of
injection molding equipment and related components and services
for the plastics industry. The majority of the company's revenue
is derived from its leading global position in the PET preform
market for beverage packaging. Husky is controlled by Berkshire
Partners and OMERS Private Equity and is headquartered in Bolton,
Ontario, Canada.


JAMES RIVER: Moody's Lowers CFR and Sr. Notes Rating to Caa2
------------------------------------------------------------
Moody's Investors Service downgraded James River Coal Company's
Corporate Family Rating to Caa2 from Caa1 and the company's Senior
Unsecured Notes due 2019 to Caa2 from B3. Moody's also affirmed
the SGL-3 Speculative Grade Liquidity Rating. The rating outlook
is negative.

"While the company continues to take actions to reposition
operations and shore up its balance sheet, we expect external
factors will preclude James River from maintaining credit measures
and liquidity consistent with the Caa1 rating level," said Ben
Nelson, Moody's lead analyst for James River Coal Company.

Issuer: James River Coal Company

Corporate Family Rating, Downgraded to Caa2 from Caa1

Probability of Default Rating, Downgraded to Caa2-PD from Caa1-PD,
/LD

Senior Unsecured Notes due 2019, Downgraded to Caa2 (LGD4 54%)
from B3 (LGD3 39%)

Speculative Grade Liquidity Rating, Affirmed SGL-3

Outlook, Negative

The one-notch downgrade to a Caa2 CFR is based on expectations
that adjusted financial leverage will remain above 10 times
Debt/EBITDA and liquidity will contract to below the $75 million
necessary to maintain the Caa1 CFR. While James River reduced cash
costs during the first quarter by shutting in about 3 million tons
of high-cost production in Central Appalachia and cut capital
spending significantly, Moody's believes that the company is
likely to continue burning cash absent additional cost reductions
of at least $5/ton or a substantive improvement in thermal coal
markets.

Moody's expects the company's effective liquidity cushion, by
Moody's calculation, to fall below $75 million in the near-term.
James River reported in the first quarter available liquidity of
about $118 million comprised of $98 million of balance sheet cash
and $20 million of revolver availability after considering
borrowing base restrictions and letters of credit. However, the
revolver has a springing fixed charge coverage ratio test if
available liquidity falls below $35 million. Because Moody's does
not expect the company will be able to pass this test if
triggered, Moody's deducts $35 million from its calculation of the
company's current effective liquidity cushion and view it as
closer to $83 million.

The two-notch downgrade on the unsecured notes reflects the one-
notch reduction in the CFR, as well as an additional notch due to
changes in the capital structure per the terms of the privately-
negotiated exchanged agreements announced in an 8K filed on May
17, 2013. James River retired $90 million of 4.50% Convertible
Senior Notes due 2015 and $153 million of 3.125% Convertible
Senior Notes due 2017 for $123 million of new 10% Convertible
Senior Notes due 2018. While existing convertible notes do not
benefit from operating subsidiary guarantees and rank below the
7.875% Senior Unsecured Notes due 2019 per Moody's Loss Given
Default Methodology, the new notes will pick up operating
subsidiary guarantees and rank pari passu with the rated notes.

In addition, the debt exchange transaction qualifies as a limited
default under Moody's definition of default. Moody's definition of
default is intended to capture events whereby issuers fail to meet
debt service obligations outlined in original debt agreements. The
debt restructuring does not constitute an event of default under
any of the company's existing debt agreements, which have been
amended to allow for the restructuring of the convertible notes.
Moody's continues to expect the company to pursue options to
restructure its balance sheet.

Ratings Rationale:

The Caa2 CFR is principally constrained by weak credit protection
measures, uncertainty related to the company's ability to achieve
breakeven cash flows in the current market environment, and
prospects for additional capital structure changes in the near-
term. The rating also reflects a high cost position, significant
exposure to the most challenged coal basin, unfavorable impacts of
increasingly stringent government regulations, and the inherent
operating risk and capital intensity of mining. Some operational
and product diversity, margin opportunity on thermal coal in the
Illinois Basin and metallurgical coal in Central Appalachia, and
adequate liquidity support the rating.

The SGL-3 Speculative Grade Liquidity Rating indicates adequate
liquidity to support operations in the near-term. Moody's expects
the company will generate negative free cash flow over the next
several quarters and rely on its $98 million cash balance to fund
shortfalls. James River also has an undrawn $100 million asset-
based revolving credit facility, though only $20 million is
available after considering borrowing base restrictions and
letters of credit. Moody's also believes that in the near term the
company is not likely to trigger the 1.1x fixed charge coverage
ratio test that springs into effect if available liquidity falls
below $35 million

The negative outlook reflects Moody's view that without an
improvement in market conditions the company could continue to
burn significant cash in the near-term. Moody's could downgrade
the rating in response to continued cash burn or worsening
industry conditions. Stabilization of the rating outlook could
occur if Moody's expects James River will be able to halt its
ongoing cash burn. Moody's could upgrade the rating if a
combination of improved market conditions, operational
restructuring, and balance sheet restructuring evidences a more
sustainable capital structure with leverage well below 10 times.

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


JC PENNEY: Obtains $2.25 Billion Financing
------------------------------------------
Karen Talley, writing for Dow Jones Newswires, reports that J.C.
Penney has secured a $2.25 billion loan as it funds its expansion
and general operations.  The loan is $500 million more than the
retailer initially sought and is secured by hundreds of properties
including Penney's Plano, Texas, headquarters and surrounding
land, distribution centers and stores.

"This new funding gives us the financial flexibility to pursue our
plans to put the Company back on a path to profitable growth,"
Chief Financial Officer Ken Hannah said in a statement.

                         About J.C. Penney

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

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

                           *     *    *

The Company carries Moody's Investors Service's B3 Corporate
Family Rating with negative outlook.

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

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

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

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

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

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


JEH COMPANY: Roofing Distributor Seeks Chapter 11 in Texas
----------------------------------------------------------
JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.

JEH Company estimated at least $10 million in assets and
liabilities.

Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/JEH buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.

Mr. Helzer, as president, signed the Chapter 11 petitions.


JOEHAN ENTERPRISE: Case Summary & 6 Unsecured Creditors
-------------------------------------------------------
Debtor: Joehan Enterprise, Inc.
        195 Brookside Avenue
        Roosevelt, NY 11575

Bankruptcy Case No.: 13-72647

Chapter 11 Petition Date: May 17, 2013

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Peter F. Anderson, Esq.
                  LAW OFFICE OF PETER F. ANDERSON, JR.
                  18 Van Wort Drive
                  Garnerville, NY 10923
                  Tel: (347) 532-0201

Scheduled Assets: $527,500

Scheduled Liabilities: $1,309,918

The Company's list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb13-72647.pdf

The petition was signed by Isteak A. Rumi, president.


KIDSPEACE CORPORATION: Case Summary & Creditors List
----------------------------------------------------
Debtor: KidsPeace Corporation
          fdba Wiley House
               The Children's Home of Bethlehem and Allentown
               The Children's Home of South Bethlehem
               The Thurston Home for Children
               National Family Resource Center, Inc.
        5300 KidsPeace Drive
        Orefield, PA 18069

Bankruptcy Case No.: 13-14508

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                                    Case No.
        ------                                    --------
KidsPeace Childrens Hospital, Inc.                13-14509
KidsPeace Mesabi Academy, Inc.                    13-14510
KidsPeace National Centers, Inc.                  13-14511
KidsPeace National Centers of Georgia, Inc.       13-14512
KidsPeace National Centers of New England, Inc.   13-14515
KidsPeace National Centers of North America, Inc. 13-14516
Iron Range School, Inc.                           13-14517
KidsPeace National Centers of New York, Inc.      13-14518

Chapter 11 Petition Date: May 21, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Reading)

Judge: Richard E. Fehling

Debtors' Counsel: Morris S. Bauer, Esq.
                  NORRIS MCLAUGHLIN & MARCUS, P.A.
                  721 Route 202-206, Suite 200
                  Bridgewater, NJ 08807-0700
                  Tel: (908) 722 0700
                  E-mail: msbauer@nmmlaw.com

Lead Debtor's
Estimated Assets: $10,000,001 to $50,000,000

Lead Debtor's
Estimated Debts: $100,000,001 to $500,000,000

The petitions were signed by William R. Isemann, president and
chief executive officer.

Consolidated List of the Debtors' 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
KidsPeace Corporation              Related Company    $111,117,120
4085 Independence Drive            Debt
Schnecksville, PA 18078

Pension Benefit Guaranty           PBGC               $101,300,000
Corporation
Office of the Chief Counsel
1200 K. Street, NW
Washington, DC 20005-4026

Schiff Hardin, LLP                 Bond                $25,721,747
233 South Wacker Drive, Suite 6600
c/o counsel to UMB Bank indenture trustee
for the Lehigh County General Purpose Authority
Revenue Bonds
Chigaco, IL 60606

NY New York City Board Of          Credit Claim         $1,281,962
Education
Div Of Bus & Admin, Room 1503
65 Court Street
Brooklyn, NY 11201

Mt Iron Buhl                       Service                $538,447
Independent School District No. 712
5529 Emerald Avenue
Mountain Iron, MN 55768

Salisbury Twp. School District     Service                $133,270

Wl Affiliates, LLC                 Trade                  $103,163

Adp, Inc.                          Trade                   $85,328

ACC Pharmacy                       Trade                   $84,647

Afi Foodservice, LLC               Trade                   $69,052

WV Department of Health & Human    Government              $58,271
Resources

Ppl Electric Utilities             Trade                   $52,251

The Hartford-Priority Accounts     Trade                   $38,525

U G I Corporation                  Trade                   $31,606

PA Unemployment Comp.              Trade                   $30,963

Prestige Packaging, Inc.           Trade                   $30,446

Carbon Lehigh Intermediate Unit    Trade                   $27,390

Velocity Technology Solutions      Trade                   $21,222

Howard Research & Development      Trade                   $17,643

Marsh Usa, Inc.                    Trade                   $16,702

W B Mason Co., Inc.                Trade                   $16,675

Johnson Controls                   Trade                   $13,750

Valley Doors & Hardware            Trade                   $13,053

On-Line Power Service, Inc.        Trade                   $12,318

Core Bts, Inc.                     Trade                   $12,000

Hill Wallack, LLP                  Litigation                   --

Cohen, Feeley, Altemose, Margolis  Litigation                   --
& Rambo

Johnson & Webbert                  Litigation                   --

Harris Beach, PLLC                 Litigation                   --

Manufacturers and Traders Trust    Bond                         --
Co.


KIT DIGITAL: $25MM Ch. 11 Deal Delayed by Equity Group
------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge on Wednesday said he was inclined to approve
three private equity firms' commitment to put $25 million toward
KIT Digital Inc.'s reorganization, but held off on the ruling
because of a last-minute announcement that an equity committee is
being formed.

According to the report, U.S. Bankruptcy Judge Robert E. Gerber
appeared at a hearing dismayed by the notice he said he received
at 5 p.m. the day before that the U.S. trustee had agreed to
appoint an official committee for equity shareholders.

Katy Stech writing for Dow Jones' DBR Small Cap reports KIT
digital Inc. asked the Court to reject a rival bid from Irdeto.
Executives defended their plan to pull the struggling media
technology company out of bankruptcy against a rival proposal put
forth by a Netherlands company, arguing that the challenging offer
might not provide enough money to pay off the company's unsecured
debts.

                         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.


LEGACY RESERVES: Moody's Assigns 'Caa1' Rating to $250MM Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Legacy
Reserves LP's proposed $250 million senior unsecured notes due
2021, which is being co-issued by Legacy Reserves Finance
Corporation.

The proceeds from the proposed notes offering will be used to
repay borrowings under Legacy's secured revolving credit facility.
The rating outlook is stable.

Rating assignments:

$250 Million Senior Unsecured Notes due in 2021, Rated Caa1 (LGD
5, 80%)

Moody's current ratings for Legacy Reserves LP are:

Corporate Family Rating of B2

Probability of Default Rating of B2-PD

Speculative Grade Liquidity rating of SGL-3

$300 Million Senior Unsecured Notes due in 2020, Rated Caa1 (LGD
5, 80%)

Ratings Rationale:

"The proposed bond issuance will improve Legacy's liquidity
profile and is a debt neutral transaction," commented Gretchen
French, Moody's Vice President. "While Legacy benefits from lower
operational risk than many of its E&P peers, with low exploration
and development risk and a fairly predictable production profile,
the B2 Corporate Family Rating remains restrained by the company's
concentrated production profile and the risks associated with its
MLP business model."

Legacy's B2 Corporate Family Rating reflects its long-lived,
shallow decline, predominately proved developed reserve base. In
addition, the company has considerable exposure to oil production,
which, along with reasonably priced acquisitions, have supported
strong returns. The B2 rating is restrained by Legacy's small and
concentrated production base in the Permian Basin and moderately
high leverage on proved developed reserves. The B2 rating also
reflects the risks inherent in its acquisitive, high payout MLP
corporate finance model, but recognizes management's meaningful
use of equity financing for acquisitions, active hedging program
and consideration of development capital requirements in
calculating its distributable cash flow.

Legacy's SGL-3 Speculative Grade Liquidity rating reflects
adequate liquidity in 2013, reflecting its acquisition-driven
growth strategy, high level of distributions, and reliance on
accessing the capital markets in order to finance acquisitions.
Supporting Legacy's liquidity profile is its high degree of
flexibility in its capital spending, with no long-term drilling
rig or work-over rig contracts, shallow decline property base, and
high percentage of acreage held by production. In addition, a
degree of near-term cash flow stability is provided by Legacy's
use of hedges. Alternative liquidity is limited, given that
substantially all of Legacy's oil and gas assets are pledged as
security under its revolver.

The Caa1 ratings on Legacy's senior unsecured notes reflect both
the overall probability of default of Legacy, to which Moody's
assigns a PDR of B2-PD, and a loss given default of LGD 5 (80%).
The senior notes are guaranteed by essentially all material
domestic subsidiaries on a senior unsecured basis and, therefore,
are subordinated to the senior secured credit facility's potential
priority claim to the company'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
Corporate Family Rating under Moody's Loss Given Default
Methodology.

The outlook is stable based on Moody's expectation that Legacy
continues to finance acquisitions with a meaningful equity
component. Moody's could upgrade the ratings if the company is
able to maintain production of at least 20,000 boe/d while at the
same time reducing financial leverage (debt/proved developed
reserves of less than $6.50/boe). Moody's could downgrade the
ratings if leverage increased (debt/proved developed reserves
above $11.00/boe), if distribution coverage weakened below 1.0x
for a sustained period, or if the company's operational risk
profile materially deteriorated.

Legacy Reserves LP is headquartered in Midland, Texas.

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.


LIFE LLC: Case Summary & 2 Unsecured Creditors
----------------------------------------------
Debtor: Life, LLC
        929 E. 14th Street, #A
        Los Angeles, CA 90021

Bankruptcy Case No.: 13-13367

Chapter 11 Petition Date: May 17, 2013

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Victoria S. Kaufman

Debtor's Counsel: Michael R. Totaro, Esq.
                  TOTARO & SHANAHAN
                  P.O. Box 789
                  Pacific Palisades, CA 90272
                  Tel: (310) 573-0276
                  Fax: (310) 496-1260
                  E-mail: tsecfpacer@aol.com

Scheduled Assets: $6,500,200

Scheduled Liabilities: $4,024,472

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-13367.pdf

The petition was signed by Siamak Sedaghati, managing member.


LIFECARE HOLDINGS: Seeks Appointment of Wind-Down Officer
---------------------------------------------------------
BankruptcyData reported that LifeCare Holdings filed with the U.S.
Bankruptcy Court a motion for an order authorizing (A) the
appointment of Richard E. Newsted as the Debtors' wind-down
officer and (B) modification of the joint case caption.

As previously reported, the Court approved the Debtors' motion to
sell substantially all assets to Hospital Acquisition.

The Debtors explain, "Upon closing of the Sale, all of the
Debtors' current officers will commence employment with the
Purchaser. Additionally, upon closing of the Sale, Mr. Douglas,
the Chairman and Chief Executive Officer of LCI, will resign from
the Debtors' board of directors. It is anticipated that most, if
not all, remaining directors, other than Mr. Newsted, will resign
shortly after the closing of the Sale. Thus, Mr. Newsted will
likely be the sole remaining member of the Debtors' board of
directors. Absent the appointment of a Wind Down Officer, the
Debtors would be left with no executive management to oversee the
wind down of their estates and the completion of the Chapter 11
Case," the report said, citing court documents.

The Court scheduled a May 28, 2013 hearing on the motion.

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4% of the stock following a $570 million
acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, to sell the assets to secured
lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.  Huron Management
Services LLC will provide the Debtors an interim chief financial
officer and certain additional personnel; and (ii) designate
Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.


LIFECARE HOLDINGS: GE Capital Engagement Letter Approved
--------------------------------------------------------
The U.S. Bankruptcy Court approved LifeCare Holdings' motion to
enter into a revolver engagement letter with GE Capital Markets
and Hospital Acquisition in connection with the Hospital
Acquisition Sub I $30 million senior secured first lien revolving
facility and
a revolver engagement letter with Credit Suisse Securities in
connection with the Hospital Acquisition Sub I $200 million senior
secured first lien term facility.

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4% of the stock following a $570 million
acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, to sell the assets to secured
lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.  Huron Management
Services LLC will provide the Debtors an interim chief financial
officer and certain additional personnel; and (ii) designate
Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.


LIFECARE HOLDINGS: U.S. Trustee Objects to Committee/Lenders Deal
-----------------------------------------------------------------
BankruptcyData reported that the U.S. Trustee assigned to the
LifeCare Holdings case filed with the U.S. Bankruptcy Court an
objection to the official committee of unsecured creditors' motion
for approval of a settlement between the committee and senior
lenders.

The proposed settlement would resolve a dispute over the sale of
substantially all of Debtors' assets, the report noted.

The U.S. Trustee asserts, "If approved, the proposed settlement
would distribute estate property to junior creditors over the
objection of senior creditors like the United States, in violation
of the absolute priority rule," the report added.

Jamie Santo of BankruptcyLaw360 reported that the U.S. government
asked a Delaware bankruptcy judge Tuesday to reject a deal
underpinning the $320 million sale of private equity-owned
LifeCare Holdings Inc., saying the proposed settlement is
impermissible because it would pay the hospital group's unsecured
creditors ahead of federal tax claims.

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4% of the stock following a $570 million
acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, to sell the assets to secured
lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.  Huron Management
Services LLC will provide the Debtors an interim chief financial
officer and certain additional personnel; and (ii) designate
Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.


LINDEN PARK: Case Summary & 4 Unsecured Creditors
-------------------------------------------------
Debtor: Linden Park LLC
        P.O. Box 427
        Eatonville, WA 98328

Bankruptcy Case No.: 13-43285

Chapter 11 Petition Date: May 17, 2013

Court: U.S. Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Brian D. Lynch

Debtor's Counsel: Dallas W. Jolley, Jr., Esq.
                  4707 S. Junett Street, Suite B
                  Tacoma, WA 98409
                  Tel: (253) 761-8970
                  E-mail: dallas@jolleylaw.com

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

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

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/wawb13-43285.pdf

The petition was signed by Jerry and Susan Nybo, managing members.


LYONDELL CHEMICAL: BNY Mellon Win in LBO Case Upheld by NY Court
----------------------------------------------------------------
Richard Vanderford of BankruptcyLaw360 reported that a New York
state appeals court on Tuesday said Bank of New York Mellon Corp.
did not breach a fiduciary duty in its handling of Basell AF SCA's
leveraged buyout of Lyondell Chemical Co. that bankrupted both
companies, affirming a lower court's decision.

According to the report, BNY Mellon, the trustee to Basell
noteholders, allowed the chemical company to fund the buyout with
$20 billion in new debt that superseded about $2 billion in debt
the company already owed to hedge funds.

                       About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as
part of the US$12.7 billion merger.  Len Blavatnik's Access
Industries owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed
for Chapter 11.  Luxembourg-based LyondellBasell Industries AF
S.C.A. and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the
successor of the former parent company, LyondellBasell Industries
AF S.C.A., a Luxembourg company that is no longer part of
LyondellBasell.  LyondellBasell Industries N.V. owns and operates
substantially the same businesses as the previous parent company,
including subsidiaries that were not involved in the bankruptcy
cases.  LyondellBasell's corporate seat is Rotterdam,
Netherlands, with administrative offices in Houston and
Rotterdam.


LYONDELLBASELL: Raises Dividend, Approves Share Buybacks
--------------------------------------------------------
Debbie Cai, writing for The Wall Street Journal, reported that
LyondellBasell Industries NV's board has raised the plastics and
chemicals company's quarterly dividend by 25% and approved the
repurchase of up to 10% of its stock over the next 12 months,
moves to increase shareholder return.

According to the report, the dividend increase to 50 cents a share
will cost the company about $57.5 million more a quarter, based on
roughly 575 million shares outstanding as of May 22. The increased
interim dividend will be paid June 24.

Chief Executive Officer Jim Gallogly said the new share-buyback
plan and the dividend increase is reflective of LyondellBasell's
outlook, capital growth program and strong free cash flow profile,
the WSJ report related.

LyondellBasell, which makes chemicals and polymers, emerged from
Chapter 11 bankruptcy in 2010, WSJ further related. The company,
like others in the chemicals industry, has benefited from low U.S.
natural-gas prices, with its North America olefins segment logging
strong margins due to low-priced natural gas liquid raw materials.
But LyondellBasell has said the global olefins industry outside of
North America has hurt its European olefins and commodity
polyolefin businesses.

Last month, the company reported that its first-quarter profit
rose 50% as it saw lower input costs that outweighed a slump in
revenue, while logging fewer charges, according to the WSJ report.

Shares rose 1.9% to $66.29 after hours on May 22, the WSJ report
said. Through the close, the stock is up 66% over the past 12
months.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as
part of the US$12.7 billion merger.  Len Blavatnik's Access
Industries owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed
for Chapter 11.  Luxembourg-based LyondellBasell Industries AF
S.C.A. and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the
successor of the former parent company, LyondellBasell Industries
AF S.C.A., a Luxembourg company that is no longer part of
LyondellBasell.  LyondellBasell Industries N.V. owns and operates
substantially the same businesses as the previous parent company,
including subsidiaries that were not involved in the bankruptcy
cases.  LyondellBasell's corporate seat is Rotterdam,
Netherlands, with administrative offices in Houston and
Rotterdam.


MAGNUM HUNTER: Moody's Alters Outlook to Negative, Affirms B3 CFR
-----------------------------------------------------------------
Moody's Investors Service changed Magnum Hunter Resources
Corporation's rating outlook to negative from stable and
downgraded the company's Speculative Grade Liquidity Rating to
SGL-4 from SGL-3. At the same time Moody's affirmed MHR's B3
Corporate Family Rating, B3-PD Probability of Default Rating and
Caa1 senior unsecured note rating.

"The negative outlook reflects the audit challenges around
financial reporting and the execution risk surrounding drilling
and production ramp up in the Marcellus Shale and the Williston
Basin properties," said Sajjad Alam, Moody's Analyst. "MHR will
need to replace and grow reserves and production from a reduced
asset base following the sale of its core Eagle Ford acreage for
$401 million. The company will also need to dedicate significant
people resources in completing its annual audit with a new
independent auditor (BDO USA, LLC) and strengthen oversight
functions and internal controls over financial reporting."

Issuer: Magnum Hunter Resources Corporation

Outlook Actions:

Outlook, Changed To Negative from Stable

Downgrades:

Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3

Affirmations:

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

$600M 9.75% Senior Unsecured Regular Bond/Debenture, Affirmed Caa1
(LGD4, 67%)

Ratings Rationale:

MHR's B3 Corporate Family Rating reflects its small scale E&P
operations; high leverage relative to current production and
reserves levels; short drilling and production history of its core
properties, and the execution and financing risks surrounding the
company's planned growth through 2014. The B3 rating is supported
by MHR's meaningful liquids production, repeatable unconventional
properties that have predictable geology and substantial inventory
of drilling locations, and its presence in several liquids-rich
hydrocarbon basins in North America. The rating also considers
MHR's experienced management team, above-market natural gas price
hedges through 2013, and the value in the company's midstream
assets.

MHR's liquidity will remain weak through mid-2014, which is
captured in Moody's SGL-4 Speculative Grade Liquidity rating
(additional asset sales not assumed). The company fully paid off
its credit facility borrowings using a portion of the $380 cash
proceeds from the Eagle Ford sale to Penn Virginia Corporation
(PVA), however, the borrowing base was reduced to $265 million
(from $350 million). Despite having full availability, there is
limited covenant headroom under the credit facility leverage
covenant (maximum 4.5x, stepping down to 4.25x at June 30, 2013
and thereafter to 4x) and ongoing access to the revolver will
depend on MHR's ability to grow production and EBITDA. The company
is looking to sell additional non-core assets to improve
liquidity. If the contemplated asset sales do not materialize, the
company will need to draw on the revolver. MHR also owns 10
million Penn Virginia Corporation shares that are readily saleable
and have a current market value of approximately $50 million. The
borrowing base should grow as the company proves up more reserves
and provide additional liquidity support over time.

MHR's $600 million senior unsecured notes are rated Caa1, one
notch below the B3 CFR, given the priority claim of the $265
million secured revolving borrowing base credit facility in the
capital structure.

The outlook could return to stable when MHR resolves its audit
issues, executes further asset sales and delevers its balance
sheet to a level that provides greater certainty around ongoing
revolver access.

MHR's current level of leverage is considered very high and there
is minimal debt capacity in the ratings. The CFR could be
downgraded if MHR acquires additional non-producing properties
using debt or debt-like preferred equity, or total liquidity (cash
plus revolver availability) falls below $75 million. A downgrade
could also occur if the anticipated production and reserves growth
do not materialize in 2013 and large cash outspending continues.

A clear upward trend in production and greater visibility on
funding arrangements beyond 2013 will be pre-requisites for an
upgrade. An upgrade may be considered if production approaches
25,000 boe/day and debt to average daily production is reduced
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.

Magnum Hunter Resources Corporation is a Houston, Texas based
publicly traded oil and gas exploration and production (E&P)
company with principal assets in the states of West Virginia,
North Dakota, Kentucky, Ohio, Texas, and Saskatchewan, Canada


MASSACHUSETTS DEVELOPMENT: S&P Lowers Rating on Bonds to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Massachusetts Development Finance Agency's $78.1 million series
1992B, 1998D, and 2003E bonds issued for Jordan Hospital to 'B+'
from 'BB-'.  The outlook is developing, which indicates that S&P
could either raise or lower the rating on Jordan depending on
factors that are uncertain this time.

"The lowered rating reflects Jordan's weak financial profile,
highlighted by declining volume and net patient revenue, as well
as an operating loss that varies significantly from budget through
the first six months of fiscal 2013 ended March 31," said Standard
& Poor's credit analyst Jennifer Soule.  "We believe that these
credit risks coupled with the organization's high debt burden and
highly elevated debt-to-capitalization ratio are more indicative
of a 'B+' rating."

The developing outlook reflects S&P's view that if Jordan's credit
risks do not improve through the one-year outlook period, S&P
could lower the rating further.  It also highlights S&P's view
that it could assign a positive outlook or a higher rating if the
system's pending affiliation with Beth Israel Deaconess Medical
Center (BIDMC) and contractual relationship with Atrius Health
prove successful via a definitive agreement and if Jordan's volume
and financial profile stabilizes, reflecting overall financial
improvement. BIDMC is part of CareGroup, which is a significantly
larger health system located in Boston, Mass., and Atrius Health
is an alliance of physician groups located in and around the
Boston area.  S&P thinks these strategic relationships could
create significant benefits for Jordan, including cost savings,
system efficiencies, physician development, and an infusion of
capital.  Jordan Hospital operates a 155-bed acute-care hospital
in Plymouth, Mass. A mortgage on certain property and gross
receipts secure the bonds.  Jordan Hospital is the only obligated
entity; however, the hospital's parent company guarantees the
bonds.  This analysis reflects financial results from the parent,
Jordan Health Systems and several other subsidiaries including
employed physicians.  Jordan Hospital is not a party to any swap
transactions and all its long-term debt is fixed rate.


MATHIN FAMILY: Case Summary & 4 Unsecured Creditors
---------------------------------------------------
Debtor: Mathin Family Trust & Holdings LLC
        5012 Latrobe Drive
        Windermere, FL 34786

Bankruptcy Case No.: 13-06309

Chapter 11 Petition Date: May 21, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Judge: Cynthia C. Jackson

Debtor's Counsel: David R. McFarlin, Esq.
                  WOLFF, HILL, MCFARLIN & HERRON, P.A.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: dmcfarlin@whmh.com

Scheduled Assets: $206,000

Scheduled Liabilities: $2,268,165

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flmb13-06309.pdf

The petition was signed by Abdul Mathin, managing member.


MF GLOBAL: CFTC Watchdog Faults Gensler for Recusal from Probe
--------------------------------------------------------------
Sarah N. Lynch and Douwe Miedema, writing for Reuters, reported
that the chairman of the U.S. derivatives regulator made a
questionable call when he chose to distance himself from probing
the demise of futures broker MF Global, the agency's internal
watchdog said in a report released on Tuesday.

According to the report, the findings by the inspector general of
the Commodity Futures Trading Commission, Roy Lavik, were part of
a broader report into whether the agency made any missteps into
how it regulated MF Global.

The report questioned whether it was proper for the CFTC chairman
Gary Gensler to recuse himself from handling MF Global, which
collapsed in 2011, after he played a prominent role leading up to
its bankruptcy, the news agency said.

"Seeking ethics advice only when the matter became a public
sensation ... was not the most desirable course," Lavik said in
the 72-page report, according to the news agency. Gensler's
participation before requesting advice on the matter was
"troubling," it said.

The Republican senator who had requested the investigation said
the report only raises more questions about why Gensler chose to
step aside even though the CFTC's ethics counsel had authorized
him to participate, the report related.

"I ... continue to question whether Chairman Gensler was more
concerned with protecting customers' accounts or protecting
himself from accountability," Richard Shelby, who previously
served as ranking member on the Senate Banking Committee, said in
a statement.

CFTC spokesman Steve Adamske said the agency was still reviewing
the report and had no immediate comment, the report said.

                          About MF Global

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

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

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

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

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

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

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

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

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

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

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


MF GLOBAL: Trustee Liquidates Broker's CME Group Memberships
------------------------------------------------------------
Tom Polansek, writing for Reuters, reported that the trustee
liquidating MF Global has sold a collection of the bankrupt
broker's CME Group memberships for amounts below recent selling
prices, according to a list of transactions published by the
exchange on Monday.

According to the report, eighteen months after MF Global
collapsed, Trustee James Giddens last week sold a variety of
memberships owned by the firm that bestow different trading rights
on the holders.

The firm, which was among the top brokers at CME Group's
exchanges, made a $6.3 billion bet on European sovereign debt and
went bankrupt after dipping into customer accounts to try to meet
margin calls, in violation of industry rules, the report related.

Kent Jarrell, a spokesman for Giddens, said he "can't get into the
details concerning exchange memberships," the report further
related.  CME Group, the largest U.S. futures exchange operator,
declined to comment on the memberships.

On Thursday, a membership owned by MF Global that allows the
holder to trade any contract listed at the Chicago Mercantile
Exchange sold for $350,000, according to the weekly list of
transactions posted on the exchange's Chicago trading floor, the
report said.  That was 12 percent lower than a sale made two days
earlier and the lowest price since 2006, CME data show.

                          About MF Global

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

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

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

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

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

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

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

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

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

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

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


MIDTOWN SCOUTS: Section 341(a) Meeting Set on June 10
-----------------------------------------------------
A meeting of creditors in the bankruptcy case of Midtown Scouts
Square Property, LP, will be held on June 10, 2013, at 2:30 p.m.
at Houston, 515 Rusk Suite 3401.  Creditors have until Sept. 9,
2013, to submit their proofs of claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Midtown Scouts Square Property, LP, filed a Chapter 11 petition
(Bankr. S.D. Tex. Case No. 13-32920) on May 9, 2013.  The
petitions were signed by Erich Mundinger as president of general
partner.  Judge Karen K. Brown presides over the case.  MSS
Property estimated assets and debts of at least $10 million.
Hoover Slovacek, LLP, serves as the Debtor's counsel.


MILAGRO OIL: S&P Lowers Corp. Credit Rating to 'CC'; Outlook Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Houston-based Milagro Oil & Gas Inc. to 'CC' from
'CCC-'.  The outlook is negative.

At the same time, S&P lowered the rating on the company's
$250 million 10.5% senior secured notes to 'CC' from 'CCC' and
removed them from CreditWatch with developing implications where
S&P placed them on April 18, 2013.  The recovery rating on the
$250 million senior secured notes remains '3', indicating S&P's
expectation that investors would receive meaningful (50% to 70%)
recovery in the event of a payment default.

"We lowered the corporate credit and senior unsecured ratings to
'CC' to reflect the potential for a selective default on Milagro's
$250 million 10.5% senior secured notes due 2016, due to certain
aspects of the company's exchange offer that would constitute a
distressed exchange under our criteria," said Standard & Poor's
credit analyst Christine Besset.

As part of the exchange offer, noteholders have the right to
exchange $1,000 principle of existing notes for $750 in cash or
$500 principle of new senior secured second-priority notes due
2017 and 500 class A units before the June 14, 2013, expiration
date, with a maximum tender amount of $40 million for cash.  S&P
views this as a distressed exchange because in its view holders of
the existing 2016 notes would receive significantly less than the
original face value that was promised.

The recovery rating on the $250 million senior secured notes is
'3', indicating S&P's expectation that investors would receive
meaningful (50% to 70%) recovery in the event of a payment
default.  S&P will revise its recovery analysis when the
restructuring has closed.

The negative outlook reflects the likelihood that S&P will lower
the corporate credit rating to 'SD' following the completion of
the exchange offer.  Subsequently, S&P will review its ratings on
Milagro based on its new capital structure and outlook for
liquidity in 2013 and 2014.


MINE RECLAMATION: Sanitation Districts Cease Waste Negotiations
---------------------------------------------------------------
In 2000, the Sanitation Districts of Los Angeles County
(Sanitation Districts) entered into a Purchase and Sale Agreement
with Mine Reclamation Corporation (MRC), a subsidiary of Kaiser
Ventures, for the Eagle Mountain Landfill Project located in
Riverside County.  The purchase would provide long term disposal
capacity to be accessed by rail.  The Agreement was contingent
upon successful resolution of ongoing federal litigation and the
transfer of entitlements and requisite permits.

The Sanitation Districts have worked cooperatively with MRC to
achieve the terms of the Agreement, while mutually extending
escrow.  In fall 2011, MRC notified the Sanitation Districts that
they were no longer willing to extend escrow.  The Sanitation
Districts' Board directed staff to close escrow and hold MRC to
its obligations under the Agreement.  MRC immediately filed for
bankruptcy.

The Sanitation Districts and MRC have been in negotiations since
that time regarding the property and project.  On Wednesday,
May 22, the Sanitation Districts' Board determined that the
Sanitation Districts will cease negotiations with MRC and directed
staff to undertake an ongoing evaluation of long term waste
management strategies.  This determination was based on many
factors, including changes in the solid waste market and the
challenging solid waste management goals that are facing Los
Angeles County cities.

"This step was taken only after very careful consideration about
what will best serve the public in the long term and what is in
the best interests of the agency," stated Grace Robinson Chan,
Chief Engineer and General Manager.

The Sanitation Districts are a regional agency consisting of 23
independent special districts serving over 5.4 million people in
78 cities and unincorporated territory within Los Angeles County.
The Sanitation Districts protect public health and the environment
through innovative and cost-effective wastewater and solid waste
management, and in doing so convert waste into resources such as
recycled water, energy, and recycled materials.

Mine Reclamation, LLC, filed for Chapter 11 bankruptcy (Bankr.
C.D. Calif. Case No. 11-43596) on Oct. 30, 2011, estimating
$50 million to $100 million in assets.  Judge Scott C. Clarkson
presides over the case.


MONROE GARDENS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Monroe Gardens, LLC
        HC 65 Box 31
        Talcott, WV 24981

Bankruptcy Case No.: 13-50095

Chapter 11 Petition Date: May 17, 2013

Court: U.S. Bankruptcy Court
       Southern District of West Virginia (Beckley)

Judge: Ronald G. Pearson

Debtor's Counsel: Christopher S. Smith, Esq.
                  HOYER, HOYER & SMITH, PLLC
                  22 Capitol Street
                  Charleston, WV 25301
                  Tel: (304) 344-9821
                  Fax: (304) 344-9519
                  E-mail: chris@hhsmlaw.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by James E. Monroe, Jr., member.


NEWLEAD HOLDINGS: Gets NASDAQ Listing Non-Compliance Notice
-----------------------------------------------------------
NewLead Holdings Ltd. disclosed that on May 16, 2013 it received a
letter from the NASDAQ Stock Market LLC stating that the Company
is not in compliance with NASDAQ Listing Rule 5250(c)(1) because,
as disclosed in the Company's Current Report on Form 6-K dated May
15, 2013, the Company did not timely file its Annual Report on
Form 20-F for the year ended December 31, 2012.  The notification
of non-compliance has no immediate effect on the listing or
trading of the Company's common stock on the NASDAQ Global Select
Market.

As a result of the violation of NASDAQ Listing Rule 5250(c)(1),
the NASDAQ letter stated that the Company has until July 15, 2013
to submit a plan to regain compliance.  The Company anticipates
that it will be able to file the Form 20-F by July 15, 2013, but
if it is unable to it would submit a plan to NASDAQ in advance of
that date.  If NASDAQ accepts the plan of compliance, it can grant
an exception of up to 180 days after the applicable due date for
the filing of the Form 20-F.

                   About NewLead Holdings Ltd.

NewLead Holdings Ltd. (NASDAQ:NEWL) --
http://www.newleadholdings.com-- is an international, vertically
integrated shipping and commodity company that manages product
tankers and dry bulk vessels.  NewLead currently controls four
vessels, two tankers and two dry bulk vessels.  NewLead's common
shares are traded under the symbol "NEWL" on the NASDAQ Global
Select Market.


NORANDA ALUMINUM: S&p Revises Outlook to Neg. & Affirms 'B' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Franklin, Tenn.-based Noranda Aluminum Holding Corp. to
negative from stable.  At the same time, S&P affirmed the 'B'
corporate credit rating on Noranda.

S&P also revised its recovery rating on Noranda Aluminum
Acquisition Corp.'s proposed upsized $467 million term loan due
2019 to '4' from '3'.  The '4' recovery rating indicates S&P's
expectation for average (30% to 50%) recovery in the event of
payment default.  The rating on the term loan remains 'B', the
same as the corporate credit rating.

"The outlook revision reflects our view that low aluminum prices
could constrain liquidity if the current weak pricing environment
persists and that low prices will pressure 2013 operating
performance and credit measures," said Standard & Poor's credit
analyst Megan Johnston.

Although S&P expects that either better market conditions or
supply curtailments will cause aluminum prices to improve over
time to more than $1 per pound and that better pricing will bring
the ratios back in line with levels more appropriate for the 'B'
rating and aggressive financial risk profile, the negative outlook
acknowledges that uncertain global growth prospects could push out
the timing of such improvements.

The negative outlook reflects S&P's view that given the low
aluminum price environment, Noranda's liquidity could become
constrained and credit measures will remain outside of S&P's
expectations for the rating, with debt to EBITDA in excess of 7x
and funds from operations (FFO) to total debt below 10%.  Should
the low aluminum price environment persist, S&P would expect
Noranda's cash burn to accelerate and ABL borrowing base to
decline.

S&P could lower the rating if it no longer deemed liquidity to be
adequate.  This could occur if aluminum prices remain low, causing
Noranda's cash burn to accelerate and the availability on its ABL
facility to decline.  S&P could also lower the rating if the
company were to increase its use of debt to fund dividends or
other shareholder-friendly actions.

S&P could revise the outlook to stable if it saw a sustained
improvement in aluminum prices, which could arise due to a better
global economic climate or supply curtailments.  For the rating,
S&P would expect Noranda to maintain leverage between 4x and 5x,
with FFO to debt in excess of 10%.


NORTEL NETWORK: British Retirees Fight Objection to $1.3B Claims
----------------------------------------------------------------
Law360 report that Nortel Network Corp.'s British retirees asked a
Delaware bankruptcy judge Monday to strike an objection to their
$1.3 billion in claims, contending the response by the defunct
telecom's U.S. unit does not properly address any of the pension
fund's allegations.

The trustee for Nortel's U.K. pension plan, which seeks to recover
at least $1.3 billion from Nortel Networks Inc., the Canadian
company's U.S. arm, on behalf of British retirees, says the
objection should be nixed since it fails to conform to the
provisions of the Bankruptcy...

                      About Nortel Networks

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

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

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

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

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

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

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

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

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

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

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

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

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

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


NRG ENERGY: Moody's Affirms 'Ba3' CFR; Outlook Stable
-----------------------------------------------------
Moody's Investors Service affirmed the ratings of NRG Energy Inc.
(NRG, Ba3 Corporate Family Rating) and its subsidiary GenOn Energy
Inc. (GEN, Corporate Family Rating B2).

Concurrent with these rating actions, Moody's assigned a rating of
Baa3 to NRG's extended and re-priced approximately $2.3 billion
Senior Secured Bank Revolving Credit maturing 2018 (extended from
2016) and to its re-priced and upsized Senior Secured Term Loan
maturing 2018 (increased to $2.02 billion from $1.57 billion). NRG
launched the refinancing of the Senior Secured Bank Facilities on
17 May 2013, and they are expected to close by the end of this
month.

NRG has stated it expects to utilize the $450 million increase in
the Term Loan for general corporate purposes, including
approximately $120 million to finance 50% of its upcoming $244
million purchase of the Gregory Cogen plant located in Texas. GEN
plans to issue an early redemption notice for its $575 million
7.625% senior unsecured notes due 2014, utilizing primarily its
own cash on hand and, potentially, a drawing under the $500
million senior secured revolving credit that NRG made available to
GEN in conjunction with their December 2012 merger. NRG may use a
portion of its Term Loan to fund this potential drawing.

"The increase in NRG's Senior Secured debt somewhat dilutes the
priority position of that debt class relative to junior debt
classes, but not enough to cause a change in ratings at this
time," said Bill Hunter, Vice President. "However, any further
material increase in Senior Secured debt could alter that dynamic
and our assessment of the cushion supporting the Senior Secured
rating, potentially leading to a downgrade of the current Baa3
rating to sub-investment grade."

The affirmation of NRG's ratings and its stable outlook are based
on the company's position as one of the largest non-utility power
generators and retailers in the US, its regional diversity, an
apparently successful operational integration of GEN (acquired in
December, 2012) with a clear path to achieve at least the planned
level of synergies, a reasonable stability in cash flows provided
by long-term contracts and hedging, Moody's generally positive
view of the supply-demand balance in the Texas power market, an
apparent stabilization of natural gas prices with incipient signs
of some reversal in coal-to-gas switching, the near-term expected
completion of a major round of construction of solar and natural
gas-fired projects, and Moody's expectation that future growth
projects will have long-term contracts and will be financed in a
disciplined manner with non-recourse debt. These positive factors
are balanced against Moody's belief that power prices in most
markets will have only finite upside for many years due to the
overhang of shale gas and a spotty economic recovery, an
expectation that cash flow to debt metrics will be somewhat weak
for the rating category in the intermediate term (although free
cash flow before growth investments is expected to be reasonably
strong), and a management team that has a track record of
transformational mergers, is highly shareholder focused (including
a recent increase in its dividend), is financially sophisticated
and at times opportunistic vis a vis its creditors. The
affirmation also acknowledges that, while NRG acquired substantial
debt with its acquisition of GEN, it has taken steps to insulate
itself from those obligations. In addition to its position as
GEN's senior secured lender (NRG has the same collateral package
that GEN's senior lenders had under the former bank facilities),
NRG earns commitment fees and an interest margin from GEN that are
substantially higher than the margins and fees NRG pays under its
bank facilities.

The other key elements leading to separate Corporate Family
Ratings for NRG and GEN include inter-company service contracts
that permit NRG to garner most of the benefits of the anticipated
cost synergies, and the continuation of GEN and GENMA as market-
facing entities that will enter into their own third-party hedging
contracts under existing collateral support and/or right-way
hedging agreements without support from NRG. Since the merger with
NRG, and including the planned early redemption of the 2014 notes,
GEN will have used over $1.1 billion of its cash to prepay
indebtedness, greatly reducing GEN's liquidity. As excluded
project finance subsidiaries, GEN and its subsidiaries will
neither be guarantors of NRG debt nor benefit from a guarantee by
NRG. In addition, the GEN family debt will be excluded from some
NRG covenant tests (as would any disposition of GEN's assets), and
there will be no cross-defaults between the GEN family debt and
NRG's debt. If NRG is consistent in this approach, Moody's would
expect that future maturities of GEN debt would also be re-
financed at the GEN level. While support by NRG for a meaningful
portion of GEN's obligations would be a clear sign that the
Corporate Family Ratings should be merged, Moody's will also
periodically assess the value of GEN as part of the overall NRG
family. This periodic assessment could lead to assigning a single
merged Corporate Family Rating, even if arm's length financing
arrangements were to continue.

GEN's B2 Corporate Family Rating and its stable outlook are based
on a diversified portfolio of power plants, a meaningful
percentage of hedged and contracted revenues, and decreased
interest expense due to prepayments of debt that are expected to
total approximately $1.25 billion from December 2012 through June
2013. These positive factors are balanced against diminished
liquidity that Moody's expects will be just sufficient to bridge a
period of generally negative free cash flow through 2015 based on
expected lean operating cash flows combined with continuing,
albeit reduced, environmental capex, high leverage, lower volumes,
margin compression, and substantial announced retirements and
deactivations in its primarily coal-fired fleet due to
increasingly stringent environmental regulations. The stable
outlook for GEN acknowledges that it now part of a larger family
with greater ability to pare its costs and extract value through a
broader wholesale and retail power marketing organization.

NRG's speculative grade liquidity rating of SGL-2 reflects Moody's
expectation that the company will maintain a good liquidity
profile over the next 4-quarter period as a result of internal
cash flow generation combined with continued access to credit
availability, sufficient headroom under the company's covenants
and the ability to raise cash from asset sales, if necessary.
Total liquidity at 31 March 2013 was approximately $2.0 billion
(down from $2.3 billion at 31 December 2012), including credit
facility availability of approximately $1.2 billion and
approximately $0.8 billion of unrestricted cash (excluding GEN's
cash and funds deposited by counterparties). NRG's liquidity is
aided by the existence of standalone financing arrangements to
fund the capital investments for the construction of solar
generation and natural gas power plants and the use of a first-
lien structure for certain hedges, which limits cash collateral
calls. While Moody's anticipates that the decline in energy
margins will continue to reduce the headroom under the company's
financial covenants, Moody's believes that the company will remain
in compliance on an ongoing basis. Moody's also believes that NRG
owns non-core assets that could be monetized for additional
liquidity, if necessary. For example, in 2012 NRG completed the
sale of its 41% interest in Schkopau for approximately $174
million. NRG has also monetized portions of its solar projects by
bringing in minority investors.

GEN's SGL-3 liquidity rating takes into account an expectation of
negative free cash flow over the next 12-24 months, combined with
a materially reduced cash position in light of its planned
prepayment of $575 million (face value) of debt maturities in
2014. Total liquidity at 31 March 2013 was approximately $1
billion, including credit facility availability of approximately
$206 million and unrestricted cash (excluding Moody's estimate of
$30 million of cash held by GenOn REMA, LLC) of approximately $843
million. While the inter-company revolving credit contains no
financial covenants, Moody's views it as providing less certainty
of liquidity than a similar third-party arrangement. Conversely,
Moody's views that GEN's alternate liquidity as better than it was
pre-merger, since the sale of power plants securing the credit
facility would require only the approval of NRG, rather than third
party lenders. While Moody's expects that GEN will be able to
finance normal operating needs from internal sources over the next
12 months, management's stated goal of maintaining $200 million of
liquidity (compared to GEN's unrestricted cash of about $1.8
billion at 30 September 2012, before the merger) distinctly
reduces the margin of error. However, GEN faces no material debt
maturities until 2017.

In light of NRG's somewhat weak metrics and the modest upside
potential for unregulated power in most regions, limited prospects
exist for NRG's ratings to be upgraded in the near-term. However,
if NRG were able to generate higher than expected cash flows or
reduce its debt such that its financial metrics were stronger on a
sustainable basis, including a ratio of cash from operations
before changes in working capital (CFO Pre-WC) to Debt (by which
Moody's means NRG's consolidated debt, including debt of GEN and
project debt in core businesses) that exceeded 15 % and free cash
flow (including all capex) to Debt that exceeded 5%, ratings could
be upgraded. Additional factors that would be important to a
ratings upgrade include management's ability to keep all of its
construction projects on time and within budget, delivering the
projected cost synergies of approximately $300 million annually,
modest levels of improvement in unregulated power margins, future
capital spending at reasonable levels, and incremental debt
retirement.

NRG's ratings could be downgraded if ratios were expected to
deteriorate, such that on a sustained basis, Interest Coverage
were below 1.8x, CFO Pre-WC/fully consolidated Debt were
consistently below 10%, or free cash flow to debt excluding growth
capex were below 5%. In addition, should material problems surface
with the company's growth strategies, if there were weaker than
expected market conditions across NRG's generation fleet, if the
cost synergies of the GEN merger were not realized or if the
company materially altered its capital allocation program in a
manner detrimental to creditors, ratings could be downgraded.
Based on Moody's current financial forecast of NRG and GEN, NRG
could be downgraded if the two Corporate Family Ratings were
merged. If NRG's CFR and Probability of Default Rating (PDR) were
to be downgraded from the current Ba3, the ratings on the senior
secured obligations would in all likelihood be downgraded below
investment grade. Furthermore, changes to the capital structure at
NRG that caused any further material increase in the relative
amount of secured debt while decreasing the relative amount of
unsecured debt could result in a lower instrument rating for the
senior secured obligations, even if NRG's fundamental credit
quality remained unchanged.

GEN's ratings could be upgraded if the Corporate Family Ratings of
GEN and NRG merged and GEN successfully refinanced its debt
maturing in 2014. Alternately, ratings could be upgraded if there
were a material improvement in forward capacity prices and/or
energy prices (and especially the dark spread) that could be
locked in, such that CFO pre-WC/Debt would be expected to exceed
10% and FCF/Debt would be expected to be flat or positive on a
sustainable basis.

GEN's ratings could be downgraded if forward power prices and
capacity prices deteriorated further, if additional environmental
regulations were to materially increase capex or expected plant
shutdowns, or if the liquidity cushion were materially eroded. In
addition, ratings could be downgraded if Moody's expectation of
sustained cash flows were to change, such that the ratio CFO pre-
WC/Debt would be expected to be in the low single digits and FCF
excluding growth capex would be expected to be negative beyond the
current period of environmental compliance spending.

Headquartered in Princeton, New Jersey, NRG owns and operates a
portfolio of power-generating facilities, primarily in Texas and
the Northeast, South Central and Western regions of the US. NRG
also has ownership interests in a generating facility in
Australia. As of 31 December 2012, NRG owned approximately 47,000
megawatts (MW) of electric generation, and had 1,780 MW under
construction. NRG's retail businesses - Reliant Energy, Green
Mountain Energy, and Energy Plus Holdings - serve more than 2
million residential, business, commercial and industrial customers
on a combined basis in Texas and, increasingly, in certain markets
in the northeast US. NRG acquired GEN on 14 December 2012.

Ratings Assigned:

Issuer: NRG Energy, Inc.

Senior Secured Bank Revolving Credit: Baa3, LGD2 - 15%

Senior Secured Bank Term Loan: Baa3, LGD2 - 15%

Ratings Affirmed:

Issuer: NRG Energy, Inc.

Corporate Family Rating: Ba3

Probability of Default Rating: Ba3-PD

Sussex County, Delaware Recovery Zone Facility Bonds Sr Secured
Bonds: Baa3, LGD2 - 15%

Chautauqua (Cnty of) NY, Ind. Dev. Agency; Sr Sec Revenue Bonds
due 2042: Baa3, LGD2 - 15%

Delaware Economic Dev. Auth: Senior Secured Revenue Bonds due
2045: Baa3, LGD2 - 15%

Fort Bend County Industrial Development Corporation Industrial
Revenue Bonds Series 2012 and 2012B: Baa3, LGD2 - 15%

Senior Unsecured: B1, LGD4 - 65%

Outlook: Stable

Ratings Affirmed with Revised LGD Assessment:

Issuer: Genon Energy, Inc.

Corporate Family Rating: B2

Probability of Default Rating: B2-PD

Senior Unsecured: B2, LGD 4 -- 58% from LGD4 - 57%

Outlook: Stable

Speculative Liquidity Ratings:

NRG Speculative-Grade Liquidity Rating: Affirmed at SGL-2

GEN Speculative-Grade Liquidity Rating: Affirmed at SGL-3

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


NV ENERGY: Moody's Raises Senior Unsecured Rating From 'Ba1'
------------------------------------------------------------
Moody's Investors Service upgraded the long-term ratings of NV
Energy, Inc. (NVE: senior unsecured to Baa3 from Ba1) and its
subsidiaries Nevada Power Company (NPC: Issuer Rating to Baa2 from
Baa3) and Sierra Pacific Power Company (SPPC: Issuer Rating to
Baa2 from Baa3). The rating outlook for NVE, NPC, and SPPC is
stable.

"The one-notch upgrade reflects steady improvement in the
financial metrics at NVE and its subsidiaries leading to multi-
year free cash flow generation owing to a growing but manageable
dividend and moderate capital expenditure requirements," said Nati
Martel, Analyst at Moody's. "Continued free cash flow generation
remains the primary driver supporting the company's balance sheet
strengthening".

Ratings Rationale:

The upgrade is largely driven by Moody's expectation that the
group's consolidated credit metrics will continue being well
positioned in the Baa-rating category. The rating action considers
management's public commitment to strengthen NVE's balance sheet
by reducing consolidated indebtedness and targeting a 50% common
equity ratio at the utility subsidiaries. The upgrade acknowledges
Moody's belief that NVE will continue to generate positive free
cash flow based on a more moderate near-term capital expenditure
program which follows the completion of a more expansive multi-
year construction program. Additionally, the rating action
recognizes management's intention to meaningfully increase its
annual common dividend as evidenced by the 10% increase announced
in 2013 and to target an industry norm 60-65% dividend payout
ratio for the consolidated concern.

The rating action also reflects the credit benefits associated
with the expected completion of the ON LINE transmission project
which will coincide with the planned merger of NPC and SPPC. The
anticipated merger is a key driver in this rating action as
Moody's believes that the merger, which requires the necessary
regulatory approvals, will enhance the company's economies of
scale, including management's ability to control operating
expenses, add diversity, to some extent, to NVE's end-use customer
base, and help simplify the regulatory process within the state.
Further, the rating action factors in the recent adjustments to
NVE's proposed NVision plan which Moody's believes is positive
from a credit perspective as it enhances the visibility of the
group's investment program in the medium-term, while somewhat
reducing the risk of regulatory lag and potential investment
disallowances.

The utilities' Baa2 Issuer Ratings reflect their primary focus on
regulated electric utility operations as well as Moody's view that
the regulatory environment under which they operate, while still
having some challenges, has become more credit supportive. The
utilities' cost recovery mechanisms, along with a more manageably
growing service territory, have enhanced the utilities' ability to
recover costs and investments in a more timely fashion while
reducing the gap between their actual and authorized RoE. In that
vein, the utilities' credit metrics are expected to be strongly
positioned for the current rating with cash flow (CFO pre W/C) to
debt, retained cash flow (RCF) to debt and cash flow interest
coverage expected to be at least 19%, 14% and 4.5x., respectively,
over the next years, which Moody's believes is appropriate for a
mid-Baa rating given the group's exposure to the cyclical gaming
and mining industries which have pressured financial results
during previous periods of rapid growth.

NVE's Baa3 senior unsecured rating factors in the structural
subordination that exists for parent level debt holders relative
to the existing debt outstanding at the utility subsidiaries in
the absence of upstream guarantees along with the importance of
the subsidiaries' dividends as the principal source of cash for
NVE to meet its standalone fixed obligations, unallocated
administrative costs, and the common dividend. Holding company
debt of $510 million has reduced substantially from past levels
representing a more manageable 10% of consolidated debt at year-
end 2012. NVE's expected free cash flow generation may further
reduce holding company debt by an additional $195 million with the
2014 maturity of NVE's term loan.

The stable rating outlooks reflect Moody's expectation that NVE
will maintain a robust liquidity profile and remain free cash flow
positive even with a growing common dividend. The stable outlooks
also point to the utilities' expected ability to seamlessly manage
deferred energy over- and under-collected positions to recover
fuel and purchased power costs through quarterly rate adjustments
and an ample liquidity profile. The stable rating outlooks assume
that consolidated key credit metrics over the next three years
remain well positioned in the Baa-rating category resulting in
NVE's consolidated cash flow to debt, RCF to debt and cash flow
interest coverage of at least 16%, 12% and 4x, respectively.

In light of the upgrade, the group's exposure to the cyclical
mining and gaming industries as well as the improving but still
weak local economy, limited prospects exist for further upgrades
in the short-term. The ratings could be upgraded should additional
progress is made on the company's deleveraging plans and
consolidated cash flow to debt and consolidated cash flow interest
coverage metrics can comfortably exceed 18% and 4.5x, on a
sustained basis.

Negative rating pressure could be triggered if a more contentious
regulatory environment re-emerged in Nevada that results in a
deterioration in the credit supportiveness of the regulatory
framework or if the group fails to use the positive free cash flow
to strengthen the balance sheet via debt reduction resulting in a
deterioration in the consolidated credit metrics. Specifically,
the risk of a rating downgrade will increase if the consolidated
cash flow to debt, RCF to debt, and cash flow interest coverage
metrics fall below 15%, 12%, and 4.0x, respectively, over an
extended period of time.

Ratings Upgraded Include:

NV Energy, Inc.

Issuer Rating and Senior Unsecured Debt to Baa3 from Ba1

Shelf Registration: Senior Unsecured and Subordinated Debt to
(P)Baa3 from (P)Ba1 and to (P)Ba1 from (P)Ba2, respectively

Nevada Power Company

Issuer Rating to Baa2 from Baa3

First Mortgage Bonds to A3 from Baa1

Shelf Registration: Senior Secured, Senior Unsecured, and
Preferred Stock to (P)A3 from (P)Baa1, (P)Baa2 from (P)Baa3 and
(P)Baa3 from (P)Ba1, respectively.

Sierra Pacific Power Company

Issuer Rating to Baa2 from Baa3

First Mortgage Bonds to A3 from Baa1

Shelf Registration: Senior Secured, Senior Unsecured, and
Preferred Stock to (P)A3 from (P)Baa1, (P)Baa2 from (P)Baa3, and
(P)Baa3 from (P)Ba1, respectively.

The principal methodology used in this rating was Regulated
Electric and Gas Utilities in August 2009.

NV Energy, Inc. (NVE) is a holding company whose principal
subsidiaries, Nevada Power Company (NPC) and Sierra Pacific Power
Company (SPPC), are electric and electric & gas utilities,
respectively. This currently do business in the state of Nevada as
NV Energy. The utilities are subject to the regulatory purview of
the Public Utilities Commission of Nevada (PUCN) and Federal
Energy Regulatory Commission (FERC).


OMEGA NAVIGATION: Plan of Liquidation Effective
-----------------------------------------------
BankruptcyData reported that Omega Navigation Enterprises' Second
Amended Joint Plan of Liquidation became effective, and the
Company emerged from Chapter 11 protection.

The Court conditionally approved the Liquidating Plan on May 13,
2013 and entered a formal confirmation order on May 21, 2013, the
report recalled.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

HSH Nordbank AG, as the senior lenders' agent, has first liens on
vessels to secure a US$242.7 million loan.  The lenders include
Bank of Scotland and Dresdner Bank AG.  The ships are encumbered
with US$36.2 million in second mortgages with NIBC Bank NV as
agent.  Before bankruptcy, Omega sued the senior bank lenders in
Greece contending they violated an agreement to grant a three
year extension on a loan that otherwise matured in April 2011.

An affiliate of Omega that manages the vessels didn't file, nor
did affiliates with partial ownership interests in other vessels.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


ONE SOURCE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: One Source Supply Company, Inc.
        2605 White Oak Circle, Unit C
        Aurora, IL 60504

Bankruptcy Case No.: 13-20911

Chapter 11 Petition Date: May 17, 2013

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Timothy A. Barnes

Debtor's Counsel: Thomas R. Fawkes, Esq.
                  FREEBORN & PETERS, LLP
                  311 S. Wacker Drive, Suite 3000
                  Chicago, IL 60606
                  Tel: (312) 360-6468
                  Fax: (312) 360-6573
                  E-mail: tfawkes@freebornpeters.com

                         - and ?

                  Elizabeth L. Janczak, Esq.
                  Freeborn & Peters, LLP
                  311 S. Wacker Drive, Suite 3000
                  Chicago, IL 60606
                  Tel: (312) 360-6000
                  E-mail: ejanczak@freebornpeters.com

                         - and ?

                  Richard S. Lauter, Esq.
                  FREEBORN & PETERS, LLP
                  311 S. Wacker Drive, Suite 3000
                  Chicago, IL 60606
                  Tel: (312) 360-6641
                  Fax: (312) 360-6570
                  E-mail: rlauter@freebornpeters.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ilnb13-20911.pdf

The petition was signed by Bradford R. Carpenter, president and
CEO.


ORECK CORP: Reaches Deal With Creditors On Expedited Asset Sale
---------------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that bankrupt vacuum
cleaner manufacturer Oreck Corp. and its unsecured creditors on
Tuesday came to a working agreement on a streamlined asset sale to
an inside stalking-horse buyer, assuaging some concerns by
creditors that Oreck was trying to skirt reorganization plan
requirements and other creditor protections.

According to the report, Oreck and the official committee of
unsecured creditors were able to work out a deal on the sale
process for largely all of Oreck's assets, including equity
interests of subsidiaries and joint ventures to related stalking-
horse bidder Oreck Acquisition Holdings LLC.

                         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.


PHOENIX COS: Fitch Keeps 'B+ IDR on Rating Watch Negative
---------------------------------------------------------
Fitch Ratings has maintained its Rating Watch Negative on the 'B'
holding company Issuer Default Rating of Phoenix Companies, Inc.'s
(PNX) and the 'BB+' Insurer Financial Strength (IFS) ratings of
PNX's primary insurance operating subsidiaries following the
company's announcement that it has won approval from bondholders
of a further delay of its GAAP filings until Dec. 31, 2013.

Key Rating Drivers

Today's announcement reduces the risk of imminent default on its
$253 million of 7.45% notes outstanding. This information does
not, however, provide assurances of timely and accurate filing on
an ongoing basis in the future. As previously announced, PNX
continues to work on restating audited and interim GAAP statements
going back to 2009, with reported material weaknesses in several
areas anticipated. PNX expects to provide an update on the
restatement process by June 30, 2013.

PNX continues to file financial statements based on statutory
accounting principles for its regulated insurance subsidiaries in
a timely manner. These filings as well as public disclosures
related to holding company cash sources and uses provide Fitch
with sufficient information to maintain the ratings despite the
absence of GAAP financial statements.

Rating Sensitivities

The filing delays are tied to restatements of previously filed
audited and interim GAAP financials. Fitch anticipates that the
Dec. 31, 2013 filing deadline builds in some cushion. Fitch could
downgrade PNX's ratings if the June 30, 2013 update does not
provide some clarity on the ultimate filing date and expected
financial impact of restatements. If the final restated numbers
are not materially worse than the previously reported numbers,
Fitch could remove the Rating Watch and affirm the ratings.
Results that are materially worse could trigger a downgrade.

Fitch has maintained the following ratings on Rating Watch
Negative:

Phoenix Companies, Inc
-- IDR 'B'.

Phoenix Life Insurance Company
-- IFS 'BB+';
-- IDR 'BB';
-- $126 million Surplus note 7.15% due Dec. 2034 'B+'.

PHL Variable Insurance Company
-- IFS 'BB+'.


PHOENIX COS: S&P Affirms 'B-' Counterparty Credit Rating
--------------------------------------------------------
Standard & Poor's Rating Services said that it affirmed its 'B-'
long-term counterparty credit rating on the Phoenix Cos. Inc.
(NYSE:PNX).  At the same time, S&P affirmed its 'BB-' financial
strength ratings on subsidiaries Phoenix Life Insurance Co. and
PHL Variable Insurance Co. (collectively Phoenix).  S&P removed
all the ratings from CreditWatch with negative implications, and
assigned negative outlooks to all ratings.

PNX has received the required approval from bondholders holding
the majority in $252.7 million in principal amount of its 7.45%
quarterly interest bonds due 2032 to amend its indenture regarding
waiving its SEC filings requirement for the past three quarters,
as well as future quarters until Dec. 31, 2013.  The company had
previously breached a covenant when it did not file its SEC
filings with the trustee within 15 days of the SEC filing
deadline.  If not remedied, this breach of covenant might have led
to an acceleration of principal payment.  PNX began a consent
solicitation to amend the indenture, and concluded it on May 21,
2013.  The company received consents representing approximately
60% of the outstanding principal amount allowing PNX to extend the
date for providing its SEC filings to the bond trustee to Dec. 31,
2013.

The ratings are affirmed under the new insurance criteria.

"We view Phoenix's business risk profile (BRP) as fair, reflecting
our assessment that Phoenix's competitive position is less than
adequate within a low industry and country risk environment," said
Standard & Poor's credit analyst Patrick Wong.

In addition, S&P views Phoenix's financial risk profile (FRP) as
less than adequate, reflecting a high risk position--especially
with a ratio of high risk assets to total adjusted capital (TAC).
Furthermore, S&P assessed the company's financial flexibility as
weak, with limited access to the market for capital and liquidity.
Fixed-charge coverage has been negative, given GAAP operating
losses with debt leverage ratios at about 31%, based on last filed
GAAP statements.

The negative outlook reflects S&P's view that there is further
operational risk associated with restating financial reports and
in meeting SEC filing compliance and bond indenture requirements.
S&P would likely remove the negative outlook on both the operating
and holding companies and change the outlook back to stable if
PNX files all their SEC filings and meet bond indenture
requirements in time and with no further material financial impact
to the company.

Additionally, under the new criteria S&P could lower the ratings
if Phoenix's competitive position weakens.  That means if Phoenix
is not successful in establishing itself in the middle market
through growth in sales and positive GAAP operating performance,
or if statutory profits unexpectedly decline.

S&P can also lower the ratings on the company if the operating
companies' statutory capital unexpectedly declines to a level that
is no longer supportive of the ratings, likely driven by
investment losses, statutory operating losses, servicing holding
company liquidity and capital needs, or a combination of these
factors.  S&P could also lower the ratings on Phoenix's if it no
longer views the group's liquidity adequacy as supportive of the
ratings.

Alternatively, S&P could raise the ratings if Phoenix's capital
position improves and is consistently supportive of a 'BBB'
capital adequacy level, as measured by S&P's capital model.  In
addition, the ratings would improve if S&P's view on the company's
governance deficiency and operational risk control improve under
S&P's management & corporate strategy and enterprise risk
management assessments.


PHOENIX COMPANIES: Delays Filing of Financial Statements
--------------------------------------------------------
The Phoenix Companies, Inc. on May 22 announced the consent of
bondholders holding the majority in principal amount of its 7.45%
Quarterly Interest Bonds due 2032 (CUSIP 71902E 20 8) to amend the
indenture governing the bonds and provide a related waiver.  The
consents received represent approximately 60% of the outstanding
principal amount.

The approval of the amendments and waiver allows Phoenix to extend
the date for providing the bond trustee with its third quarter
2012 Form 10-Q, 2012 Form 10-K, and its quarterly reports on Form
10-Q for the first, second and third quarters of 2013 to December
31, 2013.

On May 22, Phoenix said that the previously announced restatement
continues to move forward.  The company now intends to provide an
update on the progress of the restatement on or before June 30,
2013 and, when available, the estimated financial impact of the
restatement.

As previously reported, Phoenix is restating GAAP financial
statements for the years ended December 31, 2011, 2010 and 2009,
the interim periods for 2011, and the first and second quarters of
2012 and, as a result, has or will delay filing its third quarter
2012 Form 10-Q, 2012 Form 10-K and first quarter 2013 Form 10-Q
with the Securities and Exchange Commission (SEC) and the bond
trustee.  Phoenix also believes it may not be able to timely file
its Forms 10-Q for the second and third quarters of 2013.

After Phoenix announced the restatement on November 8, 2012, the
company provided updates on the process on March 15, 2013 and
April 24, 2013.  On May 15, 2013, the company provided highlights
of unaudited statutory results for Phoenix Life Insurance Company
and estimated operating metrics for The Phoenix Companies, Inc.
for the first quarter of 2013.

                          About Phoenix

Headquartered in Hartford, Connecticut, The Phoenix Companies,
Inc. -- http://www.phoenixwm.com-- is a boutique life insurance
and annuity company serving customers' retirement and protection
needs through select independent distributors.


PICTOU LODGE: Employees Prepare to Reopen After Receivership
------------------------------------------------------------
NG News Canada reports that while the deal for Brad Langille to
take sole ownership of Pictou Lodge was being finalized in the
courts, General Manager Wes Surrett is getting ready for its
reopening.

"We're getting everything ready to go. . . . We're looking forward
to a really busy season. It's a positive thing," the report quoted
Mr. Surrett as saying.

The report notes that Pictou Lodge had been placed into
receivership by the four previous owners including Langille after
debt made the business no longer financially viable, those
involved with the lodge say.

Langille, who classified himself as a shareholder under the
previous ownership, said he plans to take an active role in making
the business a success moving forward, the report discloses.


POWERWAVE TECHNOLOGIES: Gets Extension to File Payment Plan
-----------------------------------------------------------
Marie Beaudette writing for Dow Jones' DBR Small Cap reports a
bankruptcy judge granted Powerwave Technologies Inc. an extension
to file its creditor-payment plan after it won approval to sell
most of its assets to three firms that sell manufacturing
facilities and industrial equipment.

Judge Mary Walrath of the U.S. Bankruptcy Court in Wilmington,
Del., on Monday granted the company an extension through Aug. 26
of its exclusive right to file a creditor-payment plan, according
to DBR Small Cap.

The report relates that the extension prevents creditors from
filing competing plans while the company works to complete its
own.

                 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.


PRIMCOGENT SOLUTIONS: Case Summary & 30 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Primcogent Solutions, LLC
          aka Hercules Laser Group LLC
        5550 LBJ Freeway, Suite 800
        Dallas, TX 75240

Bankruptcy Case No.: 13-42368

Chapter 11 Petition Date: May 20, 2013

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Jason Napoleon Thelen, Esq.
                  ANDREWS KURTH, LLP
                  1717 Main Street, Suite 3700
                  Dallas, TX 75201
                  Tel: (214) 659-4521
                  Fax: (214) 659-4897
                  E-mail: jasonthelen@andrewskurth.com

Estimated Assets: $50,000,001 to $100,000,000

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

The petition was signed by David Boris, chairman of board of
managers of managing member.

Debtor's List of Its 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Santa Barbara Medical Innovations, Deferred Purchase    $5,000,000
LLC                                Price
5215 N. O'Connor Boulevard, Suite 1820
Irving, TX 75039

Erchonia Medical                   Product Contract/    $3,533,705
2021 Commerce Drive                Royalties
McKinney, TX 75069

Triple J Holdings II, LLC          Unsecured            $1,596,500
2 Gedney Way                       Promissory Note
Chappaqua, NY 10514

Kramer Levin Naftalis & Frankel,   Legal Services         $850,502
LLP
1177 Avenue of the Americas
New York, NY 10036

AJS 2010 GRAT6                     Unsecured Promissory   $515,000
2 Gedney Way                       Note
Chappaqua, NY 10514

JS 2010 GRAT6                      Unsecured Promissory   $515,000
2 Gedney Way                       Note
Chappaqua, NY 10514

AJS 2010 GRAT9                     Unsecured Promissory   $514,833
2 Gedney Way                       Note
Chappaqua, NY 10514

JS 2010 GRAT9                      Unsecured Promissory   $514,833
2 Gedney Way                       Note
Chappaqua, NY 10514

Erchonia Corporation               Unsecured Promissory   $500,000
2021 Commerce Drive                Note
McKinney, TX 75069

Hunter Public Relations            Marketing Services     $210,436
                                   Contract

Gibson Dunn and Crutcher, LLP      Legal Services         $182,492
                                   Contract

Cross Media Marcom                 Marketing Services     $149,313
                                   Contract

Alliance Payroll Services, Inc.    Payroll Services       $121,349
                                   Contract

Jackson Walker                     Legal Services         $117,943
                                   Contract

Trans Trade Brokers, Inc.          Shipping Services      $102,598
                                   Contract

David Boris                        Reimbursement for       $87,060
                                   Expenses

KPMG LLP, T4348                    Auditing Services       $85,000

Shawn Hiscott                      Commissions             $84,760

BJH Management, LLC                Consulting Services     $84,338

Montgomery Coscia Greilich, LLC    Accounting Services     $83,433

InnerWorkings                      Marketing Services      $68,256

Denley Investment and Management   Real Estate Contract    $67,180
Company, Inc.

The Keystone Group                 Consulting Services     $64,410

Heidrick & Struggles               Legal Services          $64,000

US Premium Finance                 Insurance               $61,103

Blue Cross Blue Shield             Insurance               $56,402

Management Recruiters              Recruiting Services     $40,000

Thompson & Knight, LLP             Legal Services          $26,325

Taz Solutions, Inc.                Marketing Services      $23,000

SalesForce.com                     Computer Services       $13,191


PROMMIS SOLUTIONS: Seeks to Sell Three Units
--------------------------------------------
Marie Beaudette writing for Dow Jones' DBR Small Cap reports
foreclosure processor Prommis Solutions LLC is seeking to auction
the assets of three of its subsidiaries later this month, with a
$4.4 million offer from Cypress Innovations Inc. kicking off
bidding.

                       About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings LLC and its 10 affiliates
filed separate Chapter 11 petitions (Bankr. D. Del. Case No.
13-10551) on March 18, 2013.  Judge Brendan Linehan Shannon
presides over the case.  Steven K. Kortanek, Esq., at Womble
Carlyle Sandridge & Rice, LLP, serves as the Debtors' counsel,
while Kirkland & Ellis LLP serves as co-counsel.  The Debtors'
restructuring advisor is Huron Consulting Services, LLC.  Donlin
Recano & Company, Inc., is the Debtors' claims agent.

Prommis Holdings estimated between $10 million and $50 million in
assets and $50 million and $100 million in liabilities.  The
petitions were signed by Charles T. Piper, chief executive
officer.


PURE ENERGY: Canadian Battery Maker in Administration
-----------------------------------------------------
Daily Business Buzz reports that battery manufacturer Pure Energy
Solutions Canada Inc. has closed its doors throwing about 20
people out of work.

Peter Wedlake, senior vice-president with Grant Thornton in
Halifax, confirmed the manufacturer, located in the Amherst and
Area Industrial Park, has gone into receivership, according to
Daily Business Buzz.

"The company has been placed into receivership and we are just
assessing the situation right now.  It's too early to determine
what the best course is going forward," the report quoted Mr.
Wedlake as saying.

Mr. Wedlake, the report notes, is not sure how long the company
will remain closed.  Mr. Wedlake said it's a possibility the
company could operate while in receivership, but he said it's too
early to determine whether that will happen, the report discloses.

"We're just assessing that right now . . . . We're determining
whether it makes sense to operate while going through the process
to find a new buyer to take over the plant and hopefully reopen
it," Mr. Wedlake added, the report relays.

The report recalls that the company was purchased several years
ago by Colorado-based Wild Charge.

It's not believed the receivership will affect the parent company,
the report adds.

Pure Energy opened in the former Leaf Confectionary building in
the mid-1990s.  The company manufactured rechargeable alkaline
batteries for markets in Canada, the United States and Europe.


QUAIL TRAVEL: Chapter 15 Case Summary
-------------------------------------
Chapter 15 Petitioner: Angel Juan Miro Marti

Chapter 15 Debtor: Quail Travel Group, S.A.
                   c/o Joaquin J. Alemany, Esq.
                   HOLLAND & KNIGHT, LLP
                   701 Brickell Avenue, Suite 3000
                   Miami, FL 33131
                   Tel: (305) 374-8500

Chapter 15 Case No.: 13-21971

Type of Business: The debtor is a company based in Madrid, Spain
                  That provides transport, packaging and storage
                  services, as well as travel arrangements.

Chapter 15 Petition Date: May 22, 2013

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Joaquin J. Alemany, Esq.
                  HOLLAND & KNIGHT, LLP
                  701 Brickell Avenue, Suite 3000
                  Miami, FL 33131
                  Tel: (305) 789-7763
                  Fax: (305) 789-7799
                  E-mail: joaquin.alemany@hklaw.com

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

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


RB PROCESSING: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: RB Processing, L.L.C.
        740 Bradfield Road
        Houston, TX 77060

Bankruptcy Case No.: 13-32997

Chapter 11 Petition Date: May 15, 2013

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Edward L. Rothberg, Esq.
                  HOOVER SLOVACEK, LLP
                  5847 San Felipe, Suite 2200
                  Houston, TX 77057
                  Tel: (713) 977-8686
                  Fax: (713) 977-5395
                  E-mail: rothberg@hooverslovacek.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Raymond B. Rice, Jr., manager.


RAR HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: RAR Holdings, LLC
        10322 Highway 70 West
        Minocqua, WI 54548

Bankruptcy Case No.: 13-12583

Chapter 11 Petition Date: May 21, 2013

Court: U.S. Bankruptcy Court
       Western District of Wisconsin (Eau Claire)

Judge: Catherine J. Furay

Debtor's Counsel: James T. Runyon, Esq.
                  RUNYON LAW OFFICES, LLC
                  P.O. Box 519
                  Tomahawk, WI 54487
                  Tel: (715) 453-5387
                  E-mail: jtrunyon@runyonlawoffices.com

Scheduled Assets: $1,943,645

Scheduled Liabilities: $293,378

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/wiwb13-12583.pdf

The petition was signed by Robert A. Rynders, owner.


RESIDENTIAL CAPITAL: "Ulbrich" Suit Accord Gets Final Approval
--------------------------------------------------------------
District Judge Robert N. Scola Jr. granted final approval to a
class action settlement in ULBRICH v. GMAC MORTGAGE, LLC.

Jude Scola finds the Settlement fair, reasonable, and adequate, in
the best interests of the Settlement Class, satisfying the
requirements for final approval under Rule 23(e).

The persons who have validly requested exclusion from the
Settlement Class are not members of the Settlement Class, will
have no rights or interests with respect to the Settlement, and
will not be bound by any orders or judgments entered in respect to
the Settlement. A list of those persons who have validly requested
exclusion from the Settlement Class was previously filed with the
Court on March 22, 2013.

The Court approves the Class Counsel's requested award of
attorneys' fees in the amount of $216,666.67, and finds that the
requested amount of fees is reasonable and appropriate.

The Court finds that time spent on the bankruptcy case involving
GMAC is compensable even though GMAC is not a party to this
settlement because the claims against GMAC and Balboa are so
inexorably intertwined.

The Court approves the Class Counsel's requested costs in the
amount of $25,468.70.

The Court approves the award of $10,000 as Class Representative
Compensation to Ms. Ulbrich.

After Judgment becomes final, and within 10 days of the Settlement
Effective Date, Balboa will make the payment prescribed in the
Settlement Agreement into a segregated Settlement Account
established by the Class Counsel.

Within 14 days of the Settlement Effective Date, the Class Counsel
will distribute the funds in the Settlement Agreement.

All Settlement Class Members who did not properly and timely
submit an opt-out form requesting exclusion are permanently barred
and enjoined from asserting, instituting, or prosecuting, either
directly or indirectly, the Released Claims against the Released
Parties.

The Action is dismissed with prejudice and, except as provided,
without costs.

The case is CHRISTINA ULBRICH, as an individual and as a
representative of the classes, Plaintiff, v. GMAC MORTGAGE, LLC,
formerly known as GMAC MORTGAGE CORPORATION, and BALBOA INSURANCE
SERVICES, INC., Defendants, Case No. 11-CIV-62424-SCOLA/SELZER,
(S.D. Fla.).

A copy of the District Court's May 10, 2013 Order is available at
http://is.gd/P2lSRkfrom Leagle.com.


REVSTONE INDUSTRIES: American Axle Offers $2.5-Mil.
---------------------------------------------------
Stephanie Gleason writing for Dow Jones' DBR Small Cap reports
Detroit-based American Axle & Manufacturing Inc. will lead bidding
during an auction Thursday for Revstone Industries LLC's aluminum
forging business with a $2.5 million offer.

          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.


SABINE PASS: Upsized $5.9-Bil. Bank Loan Gets Moody's Ba3 Rating
----------------------------------------------------------------
Moody's Investors Service assigned an underlying Ba3 rating to
Sabine Pass Liquefaction's upsized $5.9 billion senior secured
bank loan due 2020. Concurrent with this rating action, Moody's
also affirmed SPL's Ba3 rating on $3 billion of senior secured
notes and Sabine Pass LNG's (SPLNG) B1 rating on its $2.1 billion
in senior secured notes. The Ba3 underlying rating does not
incorporate any separate export credit agency (ECA) credit
enhancement, which applies to SPL's ECA covered bank loan
tranches. The rating outlooks for SPL and SPLNG are stable.

Proceeds from the combined $8.9 billion of debt financing, $1.9
billion of equity, $140 million of tax rebates, and $1.8 billion
of operating cash flow including early commissioning net sales are
expected to pay for all the direct and indirect costs of building
four liquefaction trains, fund a debt service reserve, and provide
for construction contingency. Total debt has increased by
approximately $5.3 billion since August 2012's initial bank
financing of $3.6 billion.

Ratings Rationale:

The Ba3 senior secured rating assigned to SPL's upsized $5.9
billion senior secured bank loan captures the incremental credit
risks associated with the financing and construction for LNG
trains 3 & 4 including many of Moody's previously articulated
concerns regarding the uncertainties associated with Trains 3 & 4
construction. Some of the weakened credit considerations include
higher target leverage ratio of 75% instead of 65%, a nearly ten-
fold increase of budgeted operating cash flows to fund
construction, and the roughly doubling of the construction size
with a longer overall construction tenor. Moody's also recognizes
the expected debt financing at CTPL that will further increase the
overall enterprise leverage although it is expected to bring
Creole Trail Pipeline under common ownership.

The main credit factors supporting SPL's underlying Ba3 senior
secured rating are its long term contract with investment grade
off-takers, the possibility of 'Baa' financial metrics emerging
during operations, and EPC contracts with Bechtel. Sizeable third
party equity investment of $1.9 billion and the utilization of
existing infrastructure are also considered positive factors. Key
credit risks include the considerable construction challenges
including a reliance on operating cash flow to fund construction,
operating period execution risks such as sourcing gas feedstock,
sizeable risk management challenges during operation to include
material working capital requirements, major debt maturities from
2020 through 2023, and SPL's inexperience in operating
liquefaction plants. Other key considerations include management's
aggressive financial policies, expected debt at CTPL, and a debt
service reserve that will be funded from operating cash flow.

The SPLNG's B1 rating reflects long term contracts with highly
rated third parties for approximately 50% of revenues, acceptable
operational performance since 2009, and some project finance
protections. An affiliate contract with SPL should also provide
greater cash flow certainty once SPL achieves operations. The B1
rating also considers SPLNG's high standalone leverage, the large
debt maturity in 2016 that coincides with SPL's construction
period, and likely continuation of low financial metrics until SPL
reaches commercial operations. Over the next several years,
Moody's expects SPLNG will achieve an interest coverage ratio of
around 1.4 to 1.5 times and FFO/Debt of only 3% to 4%.

SPL and SPLNG's stable rating outlooks reflect Moody's assumption
that SPL's construction will be completed generally on time and on
budget and that SPL and SPLNG will meet their performance
obligations under their respective off-take contracts.

SPLNG and SPL's ratings are unlikely to be positively affected in
the near term given the multi-year construction period. Over the
longer term, positive trends that could lead to an upgrade include
SPL's successful construction completion, demonstrated good
operational performance at SPL and SPLNG and the two borrowers'
ability to address their upcoming debt maturities.

SPLNG and SPL ratings could be downgraded if SPL incurs
significant construction cost overruns or delays, if SPLNG incurs
major operating problems or if Trains 3 & 4 add further
significant financial and construction risk. SPLNG and SPL's
ratings could also face negative rating action if SPL's feedstock
sourcing strategy introduces significant imperfections or if any
of SPL's governmental authorizations are revoked or limited.

Sabine Pass Liquefaction LLC (SPL) is expected to build and
operate a nameplate 18 million ton per annum (mtpa) liquefied
natural gas (LNG) project located in Cameron Parish, Louisiana
next to the existing Sabine Pass LNG L.P.'s regasification plant
(SPLNG). SPL's output is effectively contracted with BG Group, Gas
Natural SA, Korea Gas Corporation, and GAIL under 20 year off-take
contracts. SPLNG owns and operates a liquefied natural gas
receiving terminal with an aggregate regasification capacity of
four Bcf/d and five LNG storage tanks. SPLNG has third party 20-
year contracts for half of the capacity. SPL expects to utilize
SPLNG's existing infrastructure including storage tanks and marine
terminal under an affiliate contract. Cheniere Energy Partners
(CQP) owns SPL and SPLNG. CQP is owned by private equity funds
managed by Blackstone, Cheniere Energy, and public investors.

The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.


SAN BERNARDINO, CA: School Bonds Test City's Bankruptcy
-------------------------------------------------------
James Nash, writing for Bloomberg News, reported that the public
school district in San Bernardino, California, plans to sell $152
million in bonds for repairs and improvements this week, its first
issue since the separate city government filed for bankruptcy last
year.

According to the report, voters in the San Bernardino City Unified
School District, California's eighth-largest with more than 54,000
students, authorized $250 million in bonds in November to replace
roofs, upgrade wiring and lighting, and add libraries.

The vote came as San Bernardino, which is financially independent,
struggled to cut spending after becoming the second-largest U.S.
city to seek protection from creditors, the report said.

"We're totally separate," Linda Bardere, a spokeswoman for the
district, said in an interview with the news agency. "The district
is an attractive investment opportunity."

While the city skipped a $1 million interest payment on pension
bonds, Moody's Investors Service rates this issue from the school
district A2, its sixth-highest level, bond documents show, the
report added. Standard & Poor's grades it A, also sixth-highest.


SAC CAPITAL: Aims to Stem Withdrawal Requests
---------------------------------------------
Peter Lattman, writing for The New York Times' DealBook, reported
that the embattled hedge fund SAC Capital Advisors is bracing
itself for another round of withdrawal requests from investors
after disclosing that it would no longer fully cooperate with the
government's scrutiny of its trading practices.

According to the report, SAC's investors have two weeks to decide
whether to withdraw money from the $15 billion hedge fund, which
is owned by Steven A. Cohen. Earlier this year, SAC investors
asked to redeem $1.7 billion, and the firm is scrambling to stanch
the outflow of more funds as fears rise that the insider trading
investigations could further damage Mr. Cohen and his firm.

In the latest blow, SAC's largest outside investor, the Blackstone
Group, is preparing a request to withdraw a portion of its money
before the June 3 deadline, according to people briefed on the
matter, the report said. Blackstone could take out as much as half
of its roughly $550 million investment, these people said.

As one of the world's largest hedge fund investors, Blackstone is
viewed as an industry bellwether, and others could look to it for
guidance on whether to keep their money at SAC, the report pointed
out.

That said, Blackstone has not decided to terminate its
relationship with the firm, the report noted. And on Monday at
least two other investors -- although both significantly smaller
than Blackstone -- reiterated their support for Mr. Cohen, who has
one of the best investment track records on Wall Street.

"I'm very comfortable and confident having my money with him,"
said Ed Butowsky, managing partner of Chapwood Investments in
Dallas, a firm that invests client money in SAC, the report
related. "All I know is that the returns are coming in nice, and
my clients are happy."


SANDIA DRILLING: Case Summary & 10 Unsecured Creditors
------------------------------------------------------
Debtor: Sandia Drilling Co., Ltd., LLP
        1675 IH 20 Road S
        Waskom, TX 75692

Bankruptcy Case No.: 13-20099

Chapter 11 Petition Date: May 15, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Marshall)

Judge: Bill Parker

Debtors' Counsel: Jason R. Searcy, Esq.
                  SEARCY & SEARCY, P.C.
                  P.O. Box 3929
                  Longview, TX 75606
                  Tel: (903) 757-3399
                  E-mail: jrspc@jrsearcylaw.com

Estimated Assets: $0 to $50,000

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Sandia Drilling of Texas, LLC           13-20100
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Raymond J. Lasseigne, manager of
general partner.

A. Sandia Drilling Co., Ltd.'s list of its 10 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/txeb13-20099.pdf

B. Sandia Drilling of Texas' list of its 20 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/txeb13-20100.pdf


SEVEN COUNTIES: Not Eligible for Ch.11, KRS & KERS Argue
--------------------------------------------------------
Kentucky Retirement Systems and Kentucky Employees Retirement
System filed a motion with the U.S. Bankruptcy Court seeking to
dismiss the chapter 11 case of Seven Counties Services Inc.
because the firm is a governmental unit, not a person, as those
terms are defined in 11 U.S.C. Sec. 101(27) and (41), and
therefore ineligible to be a debtor under chapter 11 pursuant to
11 U.S.C. Sec. 109(d).

The Retirement Systems contend that Seven Counties is the regional
mental health-mental retardation board designated by the Cabinet
for Health and Family Services of the Commonwealth of Kentucky for
Bullitt, Henry, Jefferson, Oldham, Shelby, Spencer and Trimble
Counties in accordance with and subject to the provisions of KRS
210.370-210.485 and 908 KAR 2:010-2:230.  They argue that Seven
Counties is a department and instrumentality of the Commonwealth
of Kentucky; thus, a "governmental unit" not entitled to chapter
11 relief.

"Congress specifically excluded governmental units as permissible
chapter 11 debtors.  It recognized that the financial affairs of
such entities, as the financial affairs of the states, should
be resolved by state government.  Accordingly, this chapter 11
case should be dismissed," the Retirement Systems said in court
papers.

The counsel for KRS and KER may be reached at:

         Daniel R. Swetnam, Esq.
         Tyson A. Crist, Esq.
         ICE MILLER LLP
         250 West Street, Suite 700
         Columbus, OH 43215
         Tel: (614) 462-2225
         Fax: (614) 224-3568
         E-mail: Daniel.Swetnam@icemiller.com
                 Tyson.Crist@icemiller.com

                    About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioural
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) in the hometown
on April 4, 2013.  The petition was signed by Anthony M. Zipple as
president/CEO.  The Debtor scheduled assets of $45,603,716 and
scheduled liabilities of $232,598,880.  Seiller Waterman LLC
serves as the Debtor's counsel.  Judge Joan A. Lloyd presides over
the case.

The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.


SKIPJACK'S SEAFOOD: Case Summary & 16 Unsecured Creditors
---------------------------------------------------------
Debtor: Skipjack's Seafood, Inc.
        1204 Old Ocean City Road
        Salisbury, MD 21804

Bankruptcy Case No.: 13-18627

Chapter 11 Petition Date: May 17, 2013

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Debtor's Counsel: Michael E. Crowson, Esq.
                  THE LAW FIRM OF ANN SHAW, P.A.
                  212 W. Main Street Suite 303
                  Salisbury, MD 21801
                  E-mail: michael@lawislocal.com

Scheduled Assets: $18,208

Scheduled Liabilities: $2,193,196

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/mdb13-18627.pdf

The petition was signed by John Crockett.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
John E. & Pamela H. Crockett          13-17272            04/26/13


SPECIALTY PRODUCTS: Asbestos Liability Pegged at $1.2BB
-------------------------------------------------------
Judge Judith Fitzgerald of the United States Bankruptcy Court
for the District of Delaware entered a memorandum opinion dated
May 20, 2013, accepting $1.2 billion as the estimated amount of
Specialty Products Holding Corp. and its debtor affiliates'
liability for present and future mesothelioma claims.

Pursuant to Section 502(c)(1) of the Bankruptcy Code, an
estimation of the amount of contingent or unliquidated claims
against Debtors, including the present and future mesothelioma
claims caused by exposure to the Debtors' asbestos, was conducted.

Based on the Debtors' postulate of how their actual historical
payments to claimants should be reduced for purposes of assessing
present and future claims, the Debtors' expert, Dr. Charles H.
Mullin, estimated the Debtors' total future liabilities at between
$465-$700 million nominal, or $300-$575 million net present value
with a discount rate of 5.5 percent.

Using traditional analysis, Dr. Mark Peterson, a lawyer and
behavioral scientist who testified for the Asbestos Creditors'
Committee, estimated that the most appropriate estimate of
Debtors' total liability, applying a 3.7 percent discount rate, is
$1.255 billion net present value.

Dr. Thomas Vasquez, an economist and vice president of Analysis,
Research & Planning Corporation, testified for the Future
Claimants' Representative, Eric Green.  Dr. Vasquez estimated
Debtors' total liability at $1.1 billion, net present value. He
applied a 3.45 percent discount rate.

Judge Fitzgerald noted that one difference in the approaches of
the three experts was their use of a forecasting model.  Dr.
Mullin and Dr. Peterson used the Nicholson approach.  Dr. Vasquez
averaged the Nicholson and Peto approaches to reach his
conclusion.  He did so because Dr. Nicholson's forecast is limited
to those who are occupationally exposed while the Peto approach
considers non-occupational exposure.  The Peto approach considers
"whoever gets asbestos from whatever source."

Judge Fitzgerald declined to accept the Debtors' novel approach in
the case and credit the testimony of the ACC's and FCR's experts,
adopting for the most part that of Dr. Vasquez.

Tom Hals, writing for Reuters, reported that Judge Fitzgerald's
51-page opinion contained what one legal expert called "sweeping"
language that could have implications for future asbestos
litigation.

Todd Brown, a professor at State University of New York Buffalo,
said there are plenty of circumstances in which a company will
settle claims that have little merit, particularly when they are
represented in bulk by the same plaintiffs' attorney, the report
added.

"The language Judge Fitzgerald used is so sweeping that it will
lend itself to use in other cases where it is pretty clear
settlements are driven by factors other than the merits," Brown
told the news agency. "This could be read to suggest that just
because a claim is settled it had some intrinsic value other than
as a nuisance claim, even where the settlement values are so low
that few rational plaintiffs asserting meritorious claims would
accept them."

Dr. Mullin, on behalf of Specialty Products, argued that the
history of asbestos claims brought against the company overstated
the number of injuries caused by its products, because it was
settling nuisance cases to cut the cost of litigation. If those
nuisance settlement costs were stripped out of the estimation
process, Specialty Products argued it would need to set aside far
less money to cover future claims.  Judge Fitzgerald flatly
rejected that argument, holding that "it cannot be rationally
doubted that a settlement places a value on the claim that both
parties accept." She went on to say that "as our task is to
estimate what amount will compensate present and future victims
exposed to Debtors' products, the value both sides (debtors and
tort victims) historically chose is clearly relevant."

The Debtors said in a statement they intend to appeal, according
to Reuters.  "The debtors, 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," they said.

The case is IN RE: Specialty Products Holding Corp. a/k/a RPM,
Inc., Chapter 11, Debtor, Bondex International, Inc., Debtor,
Bankruptcy Nos. 10-11780-JKF, 10-11779-JKF, Jointly Administered
at Bankr. No. 10-11780 (Bankr. D. Del.).  A full-text copy of
Judge Fitzgerald's Decision is available at http://is.gd/siK2Q2
from Leagle.com.


TLO LLC: Section 341(a) Meeting Scheduled on June 5
---------------------------------------------------
A meeting of creditors in the bankruptcy case of TLO, LLC, will be
held on June 5, 2013, at 1:30 p.m. at 1515 N Flagler Dr Room 870,
West Palm Beach.  Creditors have until Sept. 3, 2013, to submit
their proofs of claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.  Judge Paul G. Hyman, Jr., presides over
the case.  Furr & Cohen serves as the Debtor's counsel.  The
Debtor disclosed assets of $46.6 million and liabilities of
$$109.9 million.


TOTAL OFFICE: Case Summary & 15 Unsecured Creditors
---------------------------------------------------
Debtor: Total Office Products, Inc.
        9452 Philips Highway, Suite 7
        Jacksonville, FL 32256

Bankruptcy Case No.: 13-03062

Chapter 11 Petition Date: May 17, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Robert A Heekin, Jr., Esq.
                  STUTSMAN, THAMES & MARKEY, P.A.
                  50 N. Laura Street, Suite 1600
                  Jacksonville, FL 32202
                  Tel: (904) 358-4000
                  Fax: (904) 358-4001
                  E-mail: rah@stmlaw.net

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

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

A copy of the Company's list of its largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb13-03062.pdf

The petition was signed by Larry C. Doehne, president and CEO.


TOUSA INC: Aurelius Scores Windfall Under Creditor-Payment Plan
---------------------------------------------------------------
Patrick Fitzgerald writing for Daily Bankruptcy Review reports
that Tousa Inc., which collapsed five years ago when the housing
bubble popped, is seeking approval of a Chapter 11 plan that
proposes to pay bondholders hundreds of millions of dollars, a big
win for the hedge funds who bought up the company's debt at a deep
discount then battled lenders for a payout.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said it would no longer pursue approval of its liquidation plan
because of the pending appeal of its fraudulent transfer case in
the U.S. Court of Appeals for the Eleventh Circuit.  A district
court in February 2011 held that the bankruptcy judge was wrong in
ruling that lenders who were paid off received fraudulent
transfers when Tousa gave liens on subsidiaries' properties to
bail out and refinance a joint venture.  Daniel H. Golden, Esq.,
and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, N.Y., represent the creditors committee.

The Tousa committee filed a Chapter 11 plan in July 2010 based on
an assumption it would win the appeal.


TPO HESS: To Seek Confirmation of Liquidating Plan on July 24
-------------------------------------------------------------
TPO Hess Holdings Inc. and its affiliates will seek confirmation
of their prepackaged Chapter 11 plan at a hearing on July 24, 2013
at 10:00 a.m. (prevailing Eastern time). Objections to the
confirmation of the Plan and the approval of the explanatory
disclosure statement are due July 10, 2013 at 4:00 p.m., according
to a scheduling order signed by Bankruptcy Judge Kevin Carey.

The Debtors sought Chapter 11 protection on Wednesday to
effectuate a "prepackaged" plan and consummate a sale of
substantially all of their assets.

The Debtors will sell the assets to Bang Printing or another party
with the highest and best offer for the assets on these terms:

  * Bang Printing will pay $19.3 million, subject to a downward
adjustment, to acquire the business, absent higher and better
offers;

   * The proposed bidding procedures contemplate a July 10, 2013
deadline for initial bid and an auction by July 15.

  * Bang may terminate the purchase agreement if the bidding
procedures order is not entered by June 24 and the sale approval
order is not entered by July 25;

  * Bang will receive a $600,000 break-up fee if the Debtors
consummate a deal with another purchaser.

Prepetition, the Debtors engaged in extensive marketing efforts,
soliciting expressions of interest from 103 strategic and
financial investors, several of which submitted initial bids for
substantially all of the Debtors' assets.

The proposed purchaser may be reached at:

         BANG PRINTING OF OHIO, INC.
         3323 Oak Street
         Brainerd, MN 56401
         Facsimile: 218-829-7145
         Attention: Chris Kurtzman

Bang Printing is represented by:

         LEONARD, STREET AND DEINARD
         3800 Eighth Street North, Suite 102
         Saint Cloud, MN 56303
         Facsimile: 320-654-4101
         Attention: Aaron J. Crandall
                    Robert T. Kugler
                    aaron.crandall@leonard.com
                    robert.kugler@leonard.com

                         Prepackaged Plan

The Debtors' prepackaged plan will be financed with the proceeds
from the sale.  Under the Plan:

    * Administrative claims, expected to total $935,000, will be
paid in full.

    * First-lien debt of $11.9 million owed to lenders led by
General Electric Capital Corp. as administrative agent, will be
paid in full.

    * Holders of $74 million in second lien notes led by
Guggenheim Corporate Funding, as administrative agent, will
receive $1.5 million, or a 2% recovery.

    * Unsecured creditors with $20 million in claims won't receive
anything and weren't allowed to vote on the plan.

    * Holders of interests will retain no interests in the Debtors
and those interests will be cancelled.

The second lien noteholders, the only impaired class entitled to
vote, unanimously voted to accept the Plan.  The Debtors set
May 16 as the voting record date and May 21 as the deadline for
the receipt of votes on the Plan.

The unsecured creditors and the interest holders are impaired but
deemed to reject the Plan.

According to the Disclosure Statement, Matt Pascucci, Managing
Director of Deloitte Financial Advisory Services LLP, as chief
liquidating officer of the Debtors, will pay the transition
services payments in the total amount of $550,000 to certain
executives of the Debtors in exchange for those executives'
corporate and support services rendered to the Debtors and the
Chief Liquidating Officer prior to, and following, the Effective
Date, which services shall be completed no later than 45 days
after the Effective Date.

The Debtors are seeking to schedule a hearing on confirmation of
the Plan contemporaneously with a hearing to approve the sale.

A copy of the Liquidating Plan is available for free at:

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

A copy of the Disclosure Statement is available at:

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

                       First Day Motions

At a hearing on May 23, Judge Carey entered interim orders
approving the Debtors' request to pay prepetition wages and
obligations owed to employees, honor their customer programs, and
pay prepetition claims of critical vendors.

In the interim, the Debtors are authorized to pay an amount not to
exceed $652,000 to critical vendors who continue to provide
services on customary trade terms and up to $620,000 to lien
claimants.  The Debtors have sought authority to pay up to
$900,000 for prepetition claims of critical vendors and up to
$600,000 for vendors whose claims may be secured by statutory and
possessory liens.

Omnibus hearings in the case have been scheduled for June 17 at
10:00 a.m. and July 24 at 10:00 a.m.

                        About TPO Hess

Commercial and educational printer TPO Hess Holdings Inc., D.B.
Hess Co., The Press of Ohio and other affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 13-11327) on May 22, 2013, to
seek approval of a liquidation plan that contemplates the sale of
the business to Bang Printing of Ohio Inc., absent higher and
better offers.

D.B. Hess was founded 1797 in Woodstock, Illinois.  D.B. Hess and
its affiliates are now leading provider of print, related
services, and technology.  Hess ranks among the top 50 U.S.
printers and has become one of the industry's most respected low-
to-medium volume producers of commercial and educational
materials. Hess Holdings, the ultimate parent, was formed after
Wellspring Capital Management LLC and certain co-investors
acquired D.B. Hess and The Press of Ohio in 2006.


TPO HESS: Wins Interim Approval of $750,000 DIP Financing
---------------------------------------------------------
TPO Hess Holdings Inc. and its affiliates obtained interim
approval on May 23 of their request to obtain up to $20 million of
debtor-in-possession financing from lenders led by General
Electric Capital Corp.

The $20 million DIP facility only provides for $500,000 in new
money financing on an interim basis and an additional $250,000 on
a final basis.  The DIP facility provides for a roll-up for the
Debtors' first lien obligations on a permanent basis.  The
aggregate amount outstanding under the first lien loan was $13.4
million as of the Petition Date.

The DIP facility will mature 90 days after the Petition Date.  The
DIP lenders will receive an upfront fee of $200,000 and a
commitment fee of $2,877 per month.

The DIP lenders are requiring a quick sale of the assets.  The DIP
financing will terminate if the Debtors fail to obtain approval of
the bid procedures by June 24, conduct an auction by July 15, or
obtain approval of the sale by July 24.

Houlihan Lokey, at the Debtors' request, conducted a process to
survey the market for other potential sources of funding but
wasn't able to obtain a financing proposal.  The Debtors' first
lien debt is secured by the prepetition liens on all or
substantially all of the Debtors' assets, including cash
collateral.  Thus, the Debtors do not have any unencumbered cash
with which to operate their businesses.

The prepetition lenders have consented to the Debtors' use of cash
collateral and will receive replacement liens as adequate
protection.

A final hearing with respect to the Debtors' request to obtain
financing and use cash collateral is slated for June 17, 2013 at
10:00 a.m.  Objections are due June 10.

                        About TPO Hess

Commercial and educational printer TPO Hess Holdings Inc., D.B.
Hess Co., The Press of Ohio and other affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 13-11327) on May 22, 2013, to
seek approval of a liquidation plan that contemplates the sale of
the business to Bang Printing of Ohio Inc., absent higher and
better offers.

D.B. Hess was founded 1797 in Woodstock, Illinois.  D.B. Hess and
its affiliates are now leading provider of print, related
services, and technology.  Hess ranks among the top 50 U.S.
printers and has become one of the industry's most respected low-
to-medium volume producers of commercial and educational
materials. Hess Holdings, the ultimate parent, was formed after
Wellspring Capital Management LLC and certain co-investors
acquired D.B. Hess and The Press of Ohio in 2006.


TPO HESS: Has Approval for Epiq as Claims and Noticing Agent
------------------------------------------------------------
TPO Hess Holdings Inc. and its affiliates sought and obtained
approval to hire Epiq Bankruptcy Solutions LLC as claims and
noticing agent.

Then Debtors anticipate that there will be in excess of 200
entities to be noticed.  In view of the number of anticipated
claimants and the status of the businesses, the Debtors submit
that the appointment of Epiq is necessary and in the best
interests of the estates and creditors.

As claims agent, Epiq will charge the Debtors at these discounted
rates:

   Position                                  Hourly Rate
   --------                                  -----------
Clerical                                     $30 to $45
Case Manager                                 $60 to $95
IT/ Programming                              $70 to $135
Senior Case Manager / Consultant            $100 to $140
Senior Consultant                           $160 to $195

For its noticing services, Epiq will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For database
maintenance, the firm will charge $0.10 per record per month, with
fees for the first three months waived.  For-online claim filing
services, Epiq will charge $600 per 100 claims filed.  Epiq's call
center operator will charge $75 per hour with the first $5,000 of
charges waived and its communication counselor will charge $250
per hour.

For its solicitation and balloting services, Epiq's executive vice
president will charge $290 per hour, its vice president, director
of solicitation will charge $250 per hour, and other associates
will charge at standard hourly rates and noticing fees.

                        About TPO Hess

Commercial and educational printer TPO Hess Holdings Inc., D.B.
Hess Co., The Press of Ohio and other affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 13-11327) on May 22, 2013, to
seek approval of a liquidation plan that contemplates the sale of
the business to Bang Printing of Ohio Inc., absent higher and
better offers.

D.B. Hess was founded 1797 in Woodstock, Illinois.  D.B. Hess and
its affiliates are now leading provider of print, related
services, and technology.  Hess ranks among the top 50 U.S.
printers and has become one of the industry's most respected low-
to-medium volume producers of commercial and educational
materials. Hess Holdings, the ultimate parent, was formed after
Wellspring Capital Management LLC and certain co-investors
acquired D.B. Hess and The Press of Ohio in 2006.


TPO HESS: Case Summary & 40 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: TPO Hess Holdings, Inc.
          aka Hess Print Solutions
        3765 Sunnybrook Road
        Kent, OH 44240

Bankruptcy Case No.: 13-11327

Affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                                 Case No.
     ------                                 --------
TPO Hess Intermediate Holdings I, Inc.     13-bk-11328
TPO Hess Intermediate Holdings II, Inc.    13-bk-11329
The Press of Ohio, Inc.                    13-bk-11330
The D.B. Hess Company                      13-bk-11331
DBH Associates - Ohio Limited Partnership  13-bk-11332
DBH Associates - Illinois L.P.             13-bk-11333

Chapter 11 Petition Date: May 22, 2013

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtors' Counsel: Ryan M. Bartley, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  E-mail: bankfilings@ycst.com

                         - and ?

                  Alice Belisle Eaton, Esq.
                  PAUL WEISS RIFKIND WHARTON GARRISON, LLP
                  1285 Avenue of the Americas
                  New York, NY 10019
                  Tel: (212) 373-3000
                  Fax: (212) 757-3990
                  E-mail: aeaton@paulweiss.com

                         - and ?

                  Oksana Lashko, Esq.
                  PAUL WEISS RIFKIND WHARTON GARRISON, LLP
                  1285 Avenue of the Americas
                  New York, NY 10019-6064
                  Tel: (212) 373-3000
                  Fax: (212) 757-3990

                         - and ?

                  Pauline K. Morgan
                  YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                  Rodney Square
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  E-mail: bankfilings@ycst.com

                         - and ?

                  Michael S. Rudnick, Esq.
                  PAUL WEISS RIFKIND WHARTON GARRISON, LLP
                  1285 Avenue of the Americas
                  New York, NY 10019-6064
                  Tel: (212) 373-3000
                  Fax: (212) 757-3990

                         - and ?

                  Jeffrey D. Saferstein, Esq.
                  PAUL WEISS RIFKIND WHARTON & GARRISON, LLP
                  1285 Avenue of the Americas
                  New York, NY 10019-6064
                  Tel: (212) 373-3347
                  Fax: (212) 492-0347
                  E-mail: jsaferstein@paulweiss.com

Debtors'
Claims/Noticing
Agent:            EPIQ BANKRUPTCY SOLUTIONS

Debtors'
Financial
Advisor:          HOULIHAN LOKEY

Lead Debtor's
Estimated Assets: $0 to $50,000*

Lead Debtor's
Estimated Debts: $50,000,001 to $100,000,000*

While total assets were not disclosed, the assets are being sold
for $19.3 million to a buyer.

The petitions were signed by Jerry Haywood, interim chief
executive officer and chief financial officer.

Debtors' consolidated List of their 40 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bradner Smith & Company            Trade                $4,810,883
2300 Arthur Avenue
Elk Grove Village, IL 60007

Unisource Worldwide                Trade                $2,853,439
1141 N. Swift Road
Addison, IL 60101

AGNL Hess Ohio, LLC                Landlord             $2,199,812
245 Park Avenue, 26th Floor
New York, NY 10167

AGNL Hess Illinois, LLC            Landlord             $1,201,415
245 Park Avenue, 26th Floor
New York, NY 10167

CellMark Paper, Inc.               Trade                $1,085,433
80 Washington Street
South Norwalk, CT 06854

Midland Paper                      Trade                  $895,741
101 E. Palatine Road
Wheeling, IL 60090

Flint Group North America          Trade                  $489,678
14909 N. Beck Road
Plymouth, MI 48170

Print and Mailing Solutions, LLC   Trade                  $291,130
254 International Parkway
Bolingbrook, IL 60440

Lehigh Phoenix                     Trade                  $274,728
18249 Phoenix Drive
Hagerstown, MD 21742

Millcraft Paper Company            Trade                  $269,650
6800 Grant Avenue
Cleveland, OH 44105

XPEDX                              Trade                  $239,236

Roosevelt Paper Company            Trade                  $187,501

Pitman Co./AGFA Corp.              Trade                  $138,158

Steffen Bookbinders                Trade                  $112,346

Ohio Edison Company                Trade                  $105,867

Bengal Paper & Converting          Trade                  $104,429

Constellation New Energy           Trade                  $101,754

Henkel Adhesives                   Trade                   $97,952

ALG Worldwide Logistics, LLC       Trade                   $73,793

RockTenn CP, LLC                   Trade                   $62,660

C.H. Robinson Worldwide, Inc.      Trade                   $57,246

Wells Fargo Insurance Services,    Insurance               $56,034
Inc.

G F Puhl Company, Inc.             Trade                   $40,941

Nova Pressroom Products, LLC       Trade                   $37,949

R+L Carriers                       Trade                   $37,273

Roadrunner Transportation          Trade                   $37,239
Services, Inc.

Artex Label and Graphics, Inc.     Trade                   $35,409

UPS                                Trade                   $32,325

Fallsway Equipment Co.             Trade                   $31,594

Muller Martini Corporation         Trade                   $30,594

Goss International                 Trade                   $28,482

AT&T                               Trade                   $26,970

Platinum Converting                Trade                   $26,388

B&L Machine & Design, Inc.         Trade                   $25,582

Fifth Third Bank                   Trade                   $25,511

Premier Blanket Service            Trade                   $24,034

McGrann Paper Corporation          Trade                   $23,254

Bridge View Paper Company, LLC     Trade                   $22,954

E-Pallet, Inc.                     Trade                   $21,680

Fairrington Transportation         Trade                   $20,416


TRIBUNE CO: Shashi Seth to Lead Digital Venture
-----------------------------------------------
William Launder, writing for The Wall Street Journal, reports that
Tribune Co. hired Internet industry veteran, Shashi Seth, to lead
a newly created digital division aimed at capitalizing on content
and data from its local newspaper and broadcast assets.  The new
unit, Tribune Digital Ventures, will be led by Mr. Seth, an
executive who counts AOL.com, YouTube.com and its parent company
Google Inc. among his former employers.

The new unit will operate "as its own entity" and out of Silicon
Valley office, Tribune's Chief Executive Peter Liguori said in a
news release.

WSJ also reports that Mr. Liguori told Tribune staff in an email
last week that a sale of newspaper assets was only one possible
option for the company, but added that the company had received "a
great deal of unsolicited interest" in the publishing business in
recent weeks.

                         About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008.  The Debtors
proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel,
Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez
& Marsal North America LLC as financial advisors; and Epiq
Bankruptcy Solutions LLC as claims agent.  As of Dec. 8, 2008, the
Debtors listed $7,604,195,000 in total assets and $12,972,541,148
in total debts.  Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker.  Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TRITON CONTAINER: S&P Affirms 'BB+' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB+'
corporate credit rating on San Francisco-based Triton Container
International Ltd.  The outlook is stable.

At the same time, S&P affirmed its 'BBB' rating on the company's
senior debt, including the $600 million revolving line of credit
co-issued by Triton and partially owned subsidiary Triton
Container Investments LLC.  S&P also affirmed its 'BBB' rating on
the company's  $335 million term loan and $425 million senior
secured term loan, as well as various senior secured notes
maturing through 2024 issued as institutional private placements.
The recovery ratings on these issues remain '1', indicating S&P's
expectations of very high (90%-100%) recovery for lenders in a
payment default.

"The ratings on Triton reflect our view that the company's credit
measures could weaken slightly from 2012 levels but remain
appropriate for the rating," said Standard & Poor's credit analyst
Funmi Afonja.  This reflects debt-financed fleet expansion, albeit
at lower levels and with a slight reduction in utilization from
the peak.  Still, S&P believes increased earnings and still-
favorable market fundamentals will support high utilization and
lease rates despite a slowing global economy.

S&P's base-case scenario generates the following credit measures
over the next two years:

   -- Funds flow from operations (FFO) to total debt (adjusted for
      operating leases) in the mid-teen percent area, and

   -- Debt to capital in the low-70% area.

These credit measures could vary based on the impact of market
fundamentals on revenues and the timing of capital spending over
the next year.  S&P considers these levels acceptable for the
rating.  Similar to other providers of transportation equipment
operating leases, Triton is more highly leveraged than comparably
rated industrial companies.  The credit measures in S&P's base-
case forecasts compare with FFO to total debt in the high-teens
percent area and debt to capital in the low-70% area are as of
year-end Dec. 31, 2012.

The ratings on Triton reflect its substantial market position
within the marine cargo container leasing industry.  A large
proportion of its revenues comes from long-term leases, which
generate relatively stable earnings and cash flow.  The ratings
also incorporate the cyclicality and capital intensity of the
marine cargo container leasing industry.  Standard & Poor's
categorizes Triton's business risk profile as "satisfactory," its
financial risk profile as "significant," its liquidity as
"adequate," and management as "fair" under S&P's criteria.

The outlook is stable.  Standard & Poor's believes that Triton
will benefit from favorable market fundamentals that should
contribute to increased earnings and help the company maintain a
relatively stable financial profile despite its increased debt to
finance growth.

S&P could lower the ratings if earnings do not improve to the
levels it expects, leading to a weaker financial profile and FFO
to debt falling to the low-teen percentage area for a sustained
period.

S&P do not foresee an upgrade given that the company is owned by
private equity and S&P accordingly is not persuaded that the
company could sustain a material improvement in its financial
profile.  For equipment leasing companies owned by private equity,
S&P's current practice is to cap the corporate credit rating at
'BB+'.


UNIQUE BROADBAND: Judge Issues Reasons for Decision in UBS Claims
-----------------------------------------------------------------
Unique Broadband Systems, Inc. on May 22 disclosed that the
Honourable Madam Justice Mesbur of the Ontario Superior Court of
Justice released Reasons for Decision in respect of the appeal by
Jolian Investments Limited and Mr. Gerald McGoey of the denial of
their claims against the Company.  These claims were initially
filed in the Company's Companies' Creditors Arrangement Act
proceedings and were initially rejected by UBS on the basis that
the actions of the Jolian Parties constituted, among other things,
a breach of fiduciary duty and demonstrated a lack of honesty and
lack of good faith.

The Jolian Parties submitted three proofs of claim against the
Company totalling approximately $9.5 million.  This amount was
reduced by the Jolian Parties during the course of the trial to
approximately $5.8 million.  In addition, the Jolian Parties
claimed an indemnity in respect of all professional fees incurred
in pursuing their claims and defending claims against them.

The Company is pleased to report that Justice Mesbur found that
the former UBS board, including McGoey, failed to consider the
interests of shareholders and breached their fiduciary duties
owing to the Company.  Based on these findings, Her Honour 1)
disallowed the Jolian Parties' claim for payment in respect of the
cancellation of the Company's share appreciation rights plan; 2)
disallowed the Jolian Parties' claim for payment of a deferred
bonus; 3) disallowed the Jolian Parties' claim for
indemnification; and 4) ordered the Jolian Parties to repay all
monies previously advanced to them in the nature of
indemnification.

Notwithstanding Justice Mesbur's findings of wrongdoing on the
part of the Jolian Parties, including breach of fiduciary duty,
she also found that Jolian was entitled to an "enhanced severance"
payment as a result of the termination of its contract with UBS.
Jolian is now required to file a revised proof of claim, which the
Company expects to be approximately $2.8 million (exclusive of
costs and interests, if any, which have yet to be determined).  In
this regard, the Company is carefully reviewing Justice Mesbur's
Reasons for Decision and considering an appeal.

               About Unique Broadband Systems, Inc.

Unique Broadband Systems, Inc. -- http://www.uniquebroadband.com/
-- is a Canadian-based company with holdings in Look
Communications and a continuing business interest with Unique
Broadband Systems Ltd.

At November 30, 2003, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $1 million, while total shareholders' equity shrank to about
$15 million, from about $23 million six months ago.


US AIRWAYS: Fitch Rates Proposed $100MM Class C Certs 'BB-'
-----------------------------------------------------------
Fitch Ratings assigns the following rating to US Airways Inc.'s
proposed enhanced equipment trust certificates (EETC) series
2012-2:

-- $100 million class C certificates (C-tranche) with an expected
   maturity of June 2018 'BB-'.

The 'BB-' rating on the C-tranche represents a one-notch uplift
from US Airways' 'B+' IDR, as Fitch views the underlying risk of
the most junior EETC tranche to be most closely aligned to the
airline's ratings. Like the senior tranches, the C-tranche
benefits from Section 1110 (which effectively lowers the
probability of default (PD) compared to LCC's PD in Fitch's view),
but it lacks credit support from a liquidity facility (unlike the
A and B tranches). Collateral coverage through the most
subordinate tranche is considered weak if any, which combined with
the absence of a liquidity facility supports the rating
differential from the 2012-2 B-tranche, which Fitch rates 'BB+'.

Each note will be fully cross-collateralized, and all indentures
will be fully cross-defaulted from the date of the issuance of
each applicable note. Fitch believes these provisions, which are
standard enhancements of the modern EETC template, significantly
increase the likelihood that US Airways would affirm these notes
and the underlying aircraft and continue to make payments on the
certificates in a potential bankruptcy scenario. Taken together,
these provisions treat all the aircraft as one pool of assets as
the collateral supporting this transaction, effectively limiting
LCC's ability to 'cherry-pick' which aircraft to affirm or reject
in a potential bankruptcy restructuring.

For more information on US Airways' 2012-2 series of EETC's please
see the press release 'Fitch Rates US Airways' Proposed 2012-2
EETC Class A Certs 'A-' & Class B Certs 'BB-' dated Nov. 29, 2012
at 'www.fitchratings.com'.

Fitch has assigned the following rating:

US Airways 2012-2 Pass Through Trust

-- Series 2012-2 class C 'BB-'.


US AIRWAYS: Moody's Assigns B3 Rating to Class C Certificates
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the Class C Pass
Through Certificates, Series 2012-2 of the 2012-2 Pass Through
Trusts ("Class C Certificates" and together with the previously
issued Class A and Class B Certificates of Series 2012-2, the
"Certificates") that US Airways, Inc. plans to create.

The Corporate Family Rating of US Airways Group, Inc. is B3. The
rating outlook is stable. In a related action, Moody's affirmed
the existing Ba1 and B1 ratings previously assigned to the A and B
tranches, respectively, of US Airways' Series 2012-2 Enhanced
Equipment Trust Certificates, which the company offered on
November 29, 2012.

Assignments:

Issuer: US Airways, Inc.

Senior Secured Enhanced Equipment Trust, Series 2012-2 C-tranche,
Assigned B3

Affirmations:

Issuer: US Airways, Inc.

Senior Secured Enhanced Equipment Trust Jun 3, 2021, Series 2012-2
A-tranche, Affirmed Ba1

Senior Secured Enhanced Equipment Trust Jun 3, 2025, Series 2012-
2, B-tranche, affirmed B1

Ratings Rationale:

The Class A, Class B and Class C Equipment Notes ("Notes") issued
by US Airways and acquired with the proceeds of the Certificates
will be the primary assets of the Pass Through Trusts. The 2012-2
EETC of US Airways finances eleven aircraft, including seven
Airbus A321-200s and four Airbus A330-200s, each to be delivered
new in 2013. The payment obligations of US Airways under the Notes
will be fully and unconditionally guaranteed by US Airways Group,
Inc. The subordination provisions of the inter-creditor agreement
provide for the payment of interest first on the Preferred Pool
Balance of the Class B Certificates and then on the Preferred Pool
Balance of the Class C Certificates before payments of principal
on the Class A Certificates. Amounts due under the Certificates
will, in any event, be subordinated to any amounts due on either
of the Class A or Class B Liquidity facilities, each of which is
sized to fund three consecutive semi-annual interest payments due
on the respective Certificates in the event of a payment default
by the airline under the respective Notes. There is no liquidity
facility for the Class C Certificates.

The Class C Certificates have the most junior claim against the
assets of the respective Pass Through Trusts including via the
cross-subordination provisions of the inter-creditor agreement.
The loan-to-value of about 95% (based on Moody's estimate of
current market value) before inclusion of the priority claim of
the liquidity providers of up to 7% leaves little to no equity
cushion under a default scenario. Nevertheless, the potential of
affirmation of this Series of the company's EETCs because of the
relevance of the aircraft types that comprise the collateral
supports the B3 rating as does the potential to realize a better
recovery than unsecured claimants under a default scenario.

The principal methodology used in this rating was the Global
Passenger Airlines Industry Methodology published in May 2012 and
the Enhanced Equipment Trust and Equipment Trust Certificates
Methodology published in December 2010.

US Airways, along with US Airways Shuttle and US Airways Express,
operates nearly 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Mexico, Europe, the Middle East,
the Caribbean, Central and South America.


US AIRWAYS: S&P Assigns Prelim. 'B' Rating to Class C Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B (sf)' rating to US Airways Inc.'s series 2012-2
Class C pass-through certificates with an expected maturity of
June 3, 2018.  The issue is a drawdown under a Rule 415 shelf
registration.  S&P will assign final ratings upon the completion
of its legal and structural review.

"We base the preliminary rating on US Airways' credit quality,
substantial collateral coverage by good quality aircraft, and on
legal and structural protections available to the pass-through
certificates," said Standard & Poor's credit analyst Betsy Snyder.
The company will use the proceeds of the offering to acquire
additional equipment notes, together with the previously issued
Class A and Class B equipment notes of Dec. 13, 2012, to finance
seven A321-200 aircraft and four A330-200 aircraft to be delivered
in May-October 2013.  Each aircraft's secured notes are cross-
collateralized and cross-defaulted, a provision that S&P believes
increases the likelihood that US Airways would cure any defaults
and agree to perform its future obligations, including its payment
obligations, under the indentures in bankruptcy.

The pass-through certificates benefit from legal protections
afforded under Section 1110 of the federal bankruptcy code.
However, because the Class C certificates do not have a dedicated
liquidity facility (as do the Class A and Class B certificates),
we do not analyze them as enhanced equipment trust certificates
(EETCs).

"We believe that US Airways views these planes as important and
would, given the cross-collateralization and cross-default
provisions, likely cure any defaults and agree to perform its
future obligations, including its payment obligations, under the
indenture in an insolvency-related event of the airline.  In
contrast to most EETCs issued before 2009, the cross-default would
take effect immediately in a bankruptcy if US Airways rejected any
of the aircraft notes.  This should prevent US Airways from
selectively affirming some aircraft notes and rejecting others
(cherry-picking), which often harms the interests of
certificateholders in a bankruptcy," S&P said.

S&P considers the collateral pool of A321-200s and A330-200s to be
of good quality.  The A321-200 is the largest version of Airbus'
popular A320 narrowbody family of planes.  The A321-200 has not
been as successful as the A320 or smaller A319, but nonetheless is
operated by 67 airlines worldwide, many more than Boeing's
competing B737-900ER (although the latter is a newer model and
thus has had less time to attract orders).  Airbus has announced
that it will offer a more fuel-efficient new-engine-option (NEO)
on its narrowbody planes starting in 2016.  Orders to date
indicate that this will be a popular option.  If widely adopted,
sales of NEO planes could somewhat lower residual values of
existing-technology Airbus narrowbody planes.  However, this
effect is most likely for older planes in the A320 family
(e.g. those delivered in the 1990s), rather than the soon-to-be-
delivered A321-200s in the 2012-2 collateral pool.

The second-largest proportion of aircraft securing the
certificates is A330-200s, a small, long-range widebody plane.
This model, which incorporates newer technology than Boeing's
competing B767-300ER, has been successful, and is operated by 65
airlines operators worldwide.  It will face more serious
competition when large numbers of Boeing's long-delayed B787 are
delivered.  Still, it will take a while for this to occur, even
though Boeing has finally begun to make its first aircraft
deliveries earlier in 2012.

The initial loan-to-value of the Class C certificates is 86.7%,
using the appraised base values and depreciation assumptions in
the offering memorandum.  However, S&P focused on more
conservative maintenance-adjusted appraised values (not disclosed
in the offering memorandum).  S&P also uses more conservative
depreciation assumptions for all of the planes than those in the
prospectus.  S&P assumed that, absent cyclical fluctuations,
values of the A321-200s and A330-200s would decline by 6.5% of the
preceding year's value per year.  However, using those
assumptions, S&P's initial loan-to-value is similar to that in the
offering memorandum.  S&P's preliminary 'B (sf)' rating on the
Class C certificates is lower than its 'BBB (sf)' rating on the
Class A certificates and 'B+ (sf)' rating on the Class B
certificates because of a higher loan-to-value, the fact that the
Class C certificates are subordinated to the more senior
certificates, and because the Class C certificates do not have a
dedicated liquidity facility (which would, if needed, pay interest
on certificates if a bankrupt US Airways was making insufficient
payments to cover interest).  Still, the Class C certificates
benefit from the fact that the aircraft notes that secure all the
certificates are cross-defaulted and cross-collateralized, which,
we believe, increases the likelihood that US Airways would affirm
the aircraft notes in bankruptcy.

"Our ratings on US Airways Group Inc. reflect its substantial debt
and lease burden, and participation in the high-risk U.S. airline
industry.  The ratings also incorporate benefits from the
company's operating costs, which are lower than those of other
legacy airlines.  Tempe, Ariz.-based US Airways is the fifth-
largest U.S. airline, carrying about 9% of industry traffic.  We
characterize the company's business profile as "weak," its
financial profile as "highly leveraged," and its liquidity as
"adequate" under our criteria.  On Feb. 14, 2013, US Airways and
AMR Corp. (parent of American Airlines Inc.) announced a merger
agreement.  We will evaluate the merger (which is subject to
regulatory review and other conditions) and how it fits into AMR's
plan to emerge from bankruptcy, and we could place ratings on
CreditWatch with positive implications if we believe it is likely
we would rate the merged entity 'B' (we do not foresee a
likelihood of a higher rating, nor do we believe it likely that we
would lower the corporate credit rating).  The timing of any
CreditWatch placement or rating change would depend on both
availability of information needed to judge merger effects and
greater clarity around the timing and certainty of the transaction
proceeding," S&P said.

RATINGS LIST

US Airways Inc.
US Airways Group Inc.
Corporate credit rating                          B-/Positive/--

New Ratings Assigned

US Airways Inc.
Series 2012-2 Class C pass-through certificates  prelim B (sf)


VALLEYCREST COS: S&P Assigns 'B-' CCR & Rates $265MM Loan 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Calabasas, Calif.-based ValleyCrest Cos. LLC.
The outlook is positive.

At the same time, S&P assigned a 'B-' issue level rating (same as
the corporate credit rating) to the company's proposed
$265 million senior secured term loan due 2019.  The recovery
rating is '4', indicating S&P's expectation for average (30% to
50%) recovery in the event of a payment default.  The proposed
$75 million asset-based revolving credit facility is not rated.

"The ratings on ValleyCrest reflect our expectation for credit
metrics to remain weak following completion of the proposed
financing transaction, which we expect to be leverage-neutral,
with leverage exceeding 5x," said Standard & Poor's credit analyst
Linda Phelps.  "The ratings also reflect the company's narrow
business focus, susceptibility to external factors such as weather
and rising fuel costs, and its participation in the highly
fragmented landscaping market, which has low barriers to entry."

(Note: ValleyCrest is a private company, and does not publicly
disclose financial data.)

"We would consider raising the ratings if we believe the company
can achieve sales growth in line with our forecast, maintain
EBITDA margins at or above current levels, and apply cash flow to
debt reduction such that the company can sustain leverage below
5.5x," said Ms. Phelps.  "Assuming relatively stable debt levels,
we estimate this could occur if EBITDA increases by over 15%."


VERTIS HOLDINGS: Taps GA Keen as Real Estate Broker & Consultant
----------------------------------------------------------------
BankruptcyData reported that Vertis Holdings filed with the U.S.
Bankruptcy Court a motion to retain GA Keen Realty Advisors
(Contact: Matthew Bordman) as real estate broker and consultant to
provide real marketing and related consulting services for a fee
of 4-1/2% of gross proceeds and 4% of the proceeds related to the
Stevensville, Ontario location only.

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.

VINTAGE CONDOMINIUM: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Vintage Condominium Development, LLC
        7471 East Rose Garden Lane
        Scottsdale, AZ 85255

Bankruptcy Case No.: 13-08431

Chapter 11 Petition Date: May 17, 2013

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Daniel P. Collins

Debtor's Counsel: Ronald J. Ellett, Esq.
                  ELLETT LAW OFFICES, P.C.
                  2999 North 44th Street, Suite 330
                  Phoenix, AZ 85018
                  Tel: (602) 235-9510
                  Fax: (602) 235-9098
                  E-mail: rjellett@ellettlaw.phxcoxmail.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by John Lupypciw, manager.


WASHINGTON MUTUAL: Noteholders Can't Join $10B Fight
----------------------------------------------------
Law360 reports that the D.C. Circuit on Tuesday refused to let a
group of Washington Mutual Bank noteholders enter Deutsche Bank
AG's $10 billion suit over WaMu's poor-quality mortgages, ruling
that their interest in the case was too conditional to justify
intervening and that their inclusion could open the floodgates for
other creditors.

The three-judge panel shot down the group's argument that its
interests in Deutsche Bank's lawsuit against Federal Deposit
Insurance Corp. and JPMorgan Chase Bank NA weren't well
represented. The noteholders had argued that they couldn't
count...

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent
$232.8 million on bankruptcy professionals since filing its
Chapter 11case in September 2008.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


WHEATLAND INDUSTRIAL: Accused of Fraud & Illegal Distributions
--------------------------------------------------------------
The executive director of the British Columbia Securities
Commission has issued a notice of hearing alleging that Siu Mui
"Debbie" Wong, Siu Kon "Bonnie" Soo, and an Alberta company co-
founded by them committed fraud and illegally distributed
securities. Wong and Soo are sisters.

The notice alleges that in and around June 2007, Wong and Soo
promoted shares in a joint venture with Wheatland Industrial Park
Inc., an Alberta corporation co-founded by Wong and Soo that owns
property in Wheatland, Alberta.  Wong and Soo were the sole
directors of Wheatland and residents of B.C. at all relevant
times.  The investment was promoted primarily to B.C. residents,
in spite of the fact that the company has never filed a prospectus
in B.C.

The notice states that the purpose of the joint venture was to
develop the Wheatland property into saleable, subdivided parcels
of industrial land that would result in profit to investors and
Wheatland.  The joint venture authorized Wong and Soo to
coordinate the development and re-sale of the Wheatland Property,
and they were entitled to 5% of net profits for their efforts.

BCSC staff contend that at least 78 individuals and corporate
entities purchased shares in the joint venture at around $85,000
per share.  For approximately 25 of the purchasers (totaling $2.0
million in shares), there was no applicable exemption to
prospectus requirements available to Wheatland.

The notice further alleges that Wong and Soo took joint venture
money to make at least $5.2 million in loans to themselves and
their various companies (these loans were subsequently paid back
to Wheatland).  They used the loans for their own business
endeavors unrelated to Wheatland, and they made the loans without
the knowledge or permission of investors.

Wong and Soo also transferred 33.5 shares in the joint venture,
worth approximately $2.8 million, without consideration to
companies held by their adult children.  They did this without the
knowledge or permission of investors.  In the notice, BCSC staff
note that Wheatland is in default of its mortgage obligations for
parts of the Wheatland property, and foreclosure proceedings have
been commenced.

BCSC staff maintains that by misappropriating funds from the joint
venture and by transferring joint venture shares without
consideration to the benefit of their adult children, Wong and Soo
perpetrated a fraud against investors.

Wong and Soo have agreed to pay the money owing to Wheatland plus
interest by July 31, 2013.

These allegations have not been proven.  Counsel for the executive
director will apply to set dates for a hearing into the
allegations before a panel of commissioners on June 25, 2013 at
9:00am.

The B.C. Securities Commission is the independent provincial
government agency responsible for regulating trading in securities
within the province.  You may view the notice of hearing on our
website http://www.bcsc.bc.caby typing Wheatland Industrial Park
Inc., Siu Mui "Debbie" Wong, Siu Kon "Bonnie" Soo, or 2013
BCSECCOM 140 in the search box. Information regarding disciplinary
proceedings can be found in the Enforcement section of the BCSC
Web site.


WURDINGER HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Wurdinger Holdings, Inc.
          fka Wurdinger Recycling Barlow Division LLC
              Wurdinger Recycling Island Division LLC
              Wurdinger Recycling Salem Division LLC
              Wurdinger Recycling LLC
              Wurdinger Recycling Crushing Division, LLC
              Wurdinger Recycling Trucking Division, LLC
              Wurdinger Recycling Inc.
          dba Wurdinger Recycling
        P.O. Box 849
        Aurora, OR 97002

Bankruptcy Case No.: 13-33225

Chapter 11 Petition Date: May 21, 2013

Court: U.S. Bankruptcy Court
       District of Oregon

Debtor's Counsel: James Ray Streinz, Esq.
                  MCEWEN GISVOLD, LLP
                  1100 SW 6th Avenue, #1600
                  Portland, OR 97204
                  Tel: (503) 226-7321
                  E-mail: rays@mcewengisvold.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/orb13-33225.pdf

The petition was signed by Dale A. Wurdinger, president.


* House Panel Advances Asbestos Trust Transparency Bill
-------------------------------------------------------
Greg Ryan of BankruptcyLaw360 reported that the U.S. House
Judiciary Committee approved legislation on Tuesday that would
require more transparency from trusts set up to disburse insolvent
companies' funds to asbestos victims, narrowly defeating
amendments from Democrats concerned the bill would threaten
victims' privacy.

According to the report, the committee advanced the Furthering
Asbestos Claim Transparency Act of 2013, or H.R. 982, by a party-
line vote of 17 to 14, with Republicans favoring and Democrats
opposing the bill.


* Moody's: Active Product Management Boosts US Insurers' Growth
---------------------------------------------------------------
Moody's-rated U.S. life insurers reported a more than double
increase in net income in the first quarter, compared to last
year, says Moody's Investors Service in its new special comment
"U.S. Life Insurers' Q1 2013 Results: Positive Earnings Growth
Amid Active Product and Inforce Management."

"Swings to the positive by two companies, AIG and MetLife, coupled
with rising equity markets, favorable underwriting experience for
certain insurers, and minimal asset impairments contributed to the
group's improvement," said Ann Perry, a Moody's Vice President --
Senior Credit Officer.

The report compares the first quarter's results to last year's,
and notes that net income was up in Q1 2013 by 102% to $4.2
billion compared to Q1 2012. "But profitability will still be slow
and variable as life insurers battle the low rate environment and
sluggish U.S. economy," added Perry.

Impairments tracked at less than 2 basis points (of invested
assets) for the industry and the rating agency expects impairments
for subsequent quarters in 2013 to be somewhat higher, but well
within the historical 25 basis points annual level, says Moody's.

In addition, year-over-year aggregate individual life sales were
up 11% in Q1 2013 to $984 million, with larger players benefiting
the most. However, fixed and variable annuity sales continued to
decline.

Overall, financial flexibility and statutory capital remain
strong, but deployment of capital for share repurchases and common
stock dividends will continue to hamper capitalization and
gradually weaken financial flexibility as "excess" capital is
returned to shareholders, says Moody's.


* Moody's Notes Continuing Rise of State HFA Delinquency Rates
--------------------------------------------------------------
Delinquency rates for the State Housing Finance Agencies' single
family whole loan programs rose again in 2012 for the sixth
straight year despite improvements in the US housing market, says
Moody's Investors Service. A Moody's survey of the HFAs found 90+
day delinquencies at 3.18% at the end of 2012, almost three times
its lowest reported level of 1.15% recorded in December 2006.

Seriously delinquent loans (which includes both loans in
foreclosure and the 90+ day delinquencies) also reached their
highest level to date, 5.92%, almost triple the December 2007
level of 2.05%. In all, Moody's reports total delinquencies, as of
December 31, 2012, reached 8.03%, the highest level thus far and
an almost 4% year-over-year increase.

Although the high delinquencies weaken the HFA's single family
loan portfolios, Moody's does not expect a substantial number of
rating downgrades or outlook changes based exclusively on the
higher delinquencies, the rating agency says in the report "State
HFA Delinquencies Continue to Climb Despite Improvement in Housing
Market."

"HFAs' asset-to-debt ratios have remained stable, and HFAs remain
profitable due to the overcollateralization of loans to bonds and
the positive spread between the loan and bond rates," says Eileen
Hawes, a Moody's Assistant Vice President and Analyst. "Continued
profitability has allowed the programs to maintain strong
financial positions despite weaker-performing portfolios."

Although the US housing market has been showing signs of
improvement, these trends have not yet translated into better
performance for the HFA loans because of persistently high
unemployment levels. Levels of employment are a key driver of HFA
loan performance, says Moody's. Unemployment in the US is expected
to continue to be comparatively high in the near term.

Also contributing to the high rate of delinquencies has been a
slowdown in the foreclosure process in several states.

"HFAs' portfolios have been challenged by loan modification
programs, loss mitigation initiatives and various state
foreclosure moratorium policies, all of which have lengthened
delinquency periods," says Hawes.


* Moody's Examines Signs of Covenant Bubble in US Corp. Sector
--------------------------------------------------------------
Robust issuance of covenant-lite loans and high-yield bonds with
weak protections suggest a "covenant bubble" that could leave
fixed-income investors exposed to losses in a credit cycle
downturn, Moody's Investors Service says in a new report, "Signs
of a 'Covenant Bubble' Suggest Future Risks for Investors." And in
a distressed scenario, subordinated bondholders would suffer the
brunt of losses.

"Whether or not record bond and loan issuance points to a 'bubble'
in the US corporate fixed-income markets, we do see evidence of a
'covenant bubble' driven by strong demand for higher-yielding
instruments at a time of low interest rates," says Senior Vice
President and author of the report, Christina Padgett. "Credit
metrics of US speculative-grade companies have held relatively
steady over the past five years, suggesting that the quest for
yield, rather than changes in debt issuers' underlying credit
quality, is a primary driver of looser covenant terms."

Companies are having little trouble finding takers for covenant-
lite and high-yield bonds with fewer protections, Padgett says.
Institutional cov-lite loan volume approached $80 billion in the
first quarter of this year, close to the total for all of 2012,
while US high-yield bond issuance is up 16.4% so far this year on
the year-ago period. At the same time, Moody's Bond Covenant
Quality Index is at record lows.

But investors are unlikely to face a reckoning in the next 12
months. Moody's proprietary indexes all point to a favorable
outlook for speculative-grade companies for at least the next
year, with solid liquidity and few defaults.

Nonetheless, conditions could change suddenly. The Federal
Reserve's eventual shift to tighter monetary policies and higher
interest rates could weaken liquidity in the leveraged finance
market, Padgett says. "That would lead to more distress at low-
rated companies, sending investors back to their credit agreements
to analyze their covenant protections."

In the event of a downturn, subordinated bondholders would suffer
the deepest losses. While cov-lite loans limit lenders' ability to
force a company to restructure, lenders generally receive strong
recoveries once default occurs because, like holders of all
secured first-lien debt, they benefit as lower tranches absorb
losses first. Indeed, Moody's 2011 study of covenant-lite defaults
and recoveries showed an average recovery for first-lien loans of
89.6%, while for senior subordinated bondholders average recovery
was just 23.1%.


* SEC Charges South Miami with Fraud over Debt Deals
----------------------------------------------------
Reuters reported that the city of South Miami, Florida, defrauded
investors by not disclosing problems with the tax-exempt status of
two bond deals, U.S. securities regulators said on Wednesday in
their second municipal bond fraud enforcement action this month.

According to the report, the U.S. Securities and Exchange
Commission said the Florida city had agreed to settle the fraud
charges, involving debt sales totaling $12 million, and to hire an
independent consultant to oversee its municipal bond disclosures.

The report said the city settled without admitting or denying the
allegations and did not have to pay a monetary penalty. No
individuals were named in the case, as has been the case with all
but one of the agency's recent string of rebukes of issuers in the
$3.7 trillion U.S. municipal bond market.

The SEC attributed the violation to poor communication and lack of
training for the city's finance officials, although it said that
was no excuse, the report added.

"South Miami's fraudulent conduct put bondholders in danger of
incurring significant additional costs associated with their
investments," Elaine Greenberg, chief of the Municipal Securities
and Public Pensions Unit in the SEC Enforcement Division, said in
a statement, the report related.

South Miami's city manager was not immediately available to
comment.


* UBS Must Face Ex-CMBS Strategist's Whistle-Blower Lawsuit
-----------------------------------------------------------
David McLaughlin & Chris Dolmetsch, writing for Bloomberg News,
reported that UBS AG (UBSN) (UBS) was ordered to face a whistle-
blower lawsuit by a former commercial mortgage-backed securities
strategist who said he was fired for telling supervisors he was
being pressured to publish misleading reports.

According to the report, U.S. District Judge Jesse Furman in
Manhattan rejected the Swiss bank's request for dismissal of the
case, saying in a decision filed on May 22 that the former
strategist, Trevor Murray, met requirements for proceeding under
federal law.

Murray, who was responsible for research and reports about CMBS
products distributed to UBS clients, said he was pressured to skew
his published research in ways designed to support UBS Securities'
CMBS trading and loan origination activities, the report said.

Murray sued under whistle-blower protections in the Dodd-Frank
Wall Street Reform and Consumer Protection Act. He accused UBS of
illegally firing him partly because of disclosures protected by
the 2002 Sarbanes-Oxley investor-protection law, the report
related.

"The decision represents a definitive rebuke to the concerted
efforts by regulated firms to dismantle the broad protections for
whistle-blowers that Congress provided in in Dodd-Frank," Murray's
attorney, Robert B. Stulberg, said in an e-mail to the news
agency. "The ruling is also notable for its holding that the SEC's
interpretations of the law's whistle-blower protections are
entitled to judicial deference."

UBS said the suit should be dismissed because Murray didn't report
the allegations to the U.S. Securities and Exchange Commission and
thus wasn't legally defined as a whistle-blower, the report
further related.

The case is Murray v. UBS Securities LLC, 12-cv-05914, U.S.
District Court, Southern District of New York (Manhattan).


* Fannie Mae Said to Sell Boom-Era CMBs to Reduce Holdings
----------------------------------------------------------
Sarah Mulholland, writing for Bloomberg News, reported that Fannie
Mae plans to sell $2 billion of commercial-mortgage bonds issued
before the credit market seizure as it seeks to reduce holdings of
illiquid assets, according to three people familiar with the
offering.

The report said the government-controlled loan financier, which
has returned to profitability after being taken over by U.S.
regulators in 2008, is offering securities linked to apartment
complexes and issued in 2006 and 2007, said the people, who asked
not to be identified because terms aren't public. The Washington-
based lender may follow up with similar offerings in the next
several months, the people said.

Demand for bonds backed by loans on commercial-properties from
offices to hotels to strip malls is surging, sending values on the
debt up by as much as 25 percent since December, according to
Deutsche Bank AG, the report related. Executives at Fannie Mae and
Freddie Mac were given a goal in March of selling off at least 5
percent of illiquid holdings this year as the Federal Housing
Finance Agency seeks to make the firms smaller.

Andrew Wilson, a spokesman for Fannie Mae, said the company is
working with the Federal Housing Finance Agency to meet
conservatorship scorecard goals for this year, the report said.


* Dimon Remains in Control at JPMorgan
--------------------------------------
Dawn Kopecki, writing for Bloomberg News, reported that JPMorgan
Chase & Co. Chief Executive Officer Jamie Dimon won shareholder
support to remain chairman, surviving a campaign to split the
roles after a record trading loss at the biggest U.S. bank.

According to the report, the proposal to divide Dimon's duties won
32.2 percent of the votes, down from 40 percent last year, the
bank said on May 21 at its annual meeting in Tampa, Florida.
Dimon, 57, had told some investors he might quit if the non-
binding measure passed, according to a person with knowledge of
the conversation, who requested anonymity because the discussion
was private.

The vote to back Dimon, who guided JPMorgan to three straight
years of record profit, is a defeat for investors who say
companies need the balance of a separate chairman and CEO, the
report said. While Dimon can keep both jobs, the vote may spur
JPMorgan's directors to tighten how they oversee the company after
last year's $6.2 billion "London Whale" trading loss and identify
a future successor.

"JPMorgan changes after this annual meeting season, even if all
the votes go in the direction" JPMorgan wanted, Michael Mayo, an
analyst at CLSA Ltd., told Bloomberg Television's Erik Schatzker
in Tampa.  The bank could give more authority to lead director Lee
R. Raymond, the former chairman and CEO of Exxon Mobil Corp., or
split Dimon's roles after he leaves, a person with knowledge of
the matter said.


* LPS April Month-End Data Show Mortgage Delinquency Rate Down
--------------------------------------------------------------
Lender Processing Services, Inc. reported the following "first
look" at April 2013 month-end mortgage performance statistics
derived from its loan-level database representing approximately 70
percent of the overall market.

Total U.S. loan delinquency rate (loans 30 or more days past due,
but not in foreclosure): 6.21%

Month-over-month change in delinquency rate: -5.81%

Year-over-year change in delinquency rate: -9.61%

Total U.S. foreclosure pre-sale inventory rate: 3.17%

Month-over-month change in foreclosure presale inventory rate:
-5.83%

Year-over-year change in foreclosure presale inventory rate:
-24.55%

Number of properties that are 30 or more days past due, but not in
foreclosure: (A)        3,111,000

Number of properties that are 90 or more days delinquent, but not
in foreclosure:          1,394,000

Number of properties in foreclosure pre-sale inventory: (B)
1,588,000

Number of properties that are 30 or more days delinquent or in
foreclosure:  (A+B)         4,699,000

States with highest percentage of non-current* loans:
FL, NJ, MS, NV, NY

States with the lowest percentage of non-current* loans:
MT, WY, AK, SD, ND

*Non-current totals combine foreclosures and delinquencies as a
percent of active loans in that state.

Notes:(1) Totals are extrapolated based on LPS Applied Analytics'
loan-level database of mortgage assets.(2) All whole numbers are
rounded to the nearest thousand.

                 About Lender Processing Services

LPS is a provider of integrated technology, data and analytics to
the mortgage and real estate industries.


* Christopher Howard to Join Sullivan & Cromwell's London Office
----------------------------------------------------------------
Sullivan & Cromwell LLP disclosed that Christopher J. Howard will
be joining the firm as a partner.  He will be based in the firm's
London office, which was established in 1972.

At Sullivan & Cromwell, Mr. Howard will advise international
corporations, investment and commercial banks and financial
sponsors on corporate restructurings and financings throughout
Europe, the Middle East and the U.S.

"We are delighted Chris will be joining us," said Joseph C.
Shenker, Chairman of Sullivan & Cromwell.  "His expertise in
cross-border restructurings and finance will support our clients'
increasingly global engagements."

"S&C is an extraordinary firm that has executed some of the
world's largest restructurings and financings.  I have worked
closely with a number of S&C partners over the years and look
forward to bringing additional English law depth to the firm's
highly-successful restructuring, distressed M&A and finance
practices," said Mr. Howard.

Richard C. Morrissey, Managing Partner of Sullivan & Cromwell's
London Office said, "The addition of Chris, a leader in English
law restructuring and finance who has broad knowledge working
across jurisdictions, will enhance our ability to handle pan-
European restructuring as well as support our expanding finance
practice."

Andrew G. Dietderich, who leads S&C's U.S. Restructuring Practice
added, "Chris's outstanding reputation in cross-border
restructurings will complement S&C's experience in major global
restructurings, including Kodak and Chrysler.  Our restructuring
engagements are rarely confined to one jurisdiction, and the
entire team in the U.S. looks forward to working side-by-side with
Chris in the years to come."

Scott D. Miller, who coordinates the firm's U.S. and European
practices added, "Chris joins a firm with a long history of
working seamlessly across international borders.  He will be fully
integrated into our practice and available to our clients from all
over the world."

Mr. Howard, 43, is qualified to practice in both England and New
York, and is the co-author (with Bob Hedger) of the leading text,
Restructuring Law & Practice.

                  About Sullivan & Cromwell LLP

Sullivan & Cromwell LLP is a global law firm that advises on major
domestic and cross-border M&A, finance, corporate and
restructuring transactions, significant litigation and corporate
investigations, and complex regulatory, tax and estate planning
matters.  Founded in 1879, Sullivan & Cromwell has approximately
800 lawyers located in offices in London, New York, Washington,
Los Angeles, Palo Alto, Frankfurt, Paris, Hong Kong, Beijing,
Tokyo, Melbourne and Sydney.


* O'Melveny Lures Another Cadwalader Bankruptcy Partner
-------------------------------------------------------
O'Melveny & Myers LLP announced that Zachary H. Smith has joined
O'Melveny's Restructuring Practice as a partner in New York. Smith
joins the Firm from Cadwalader following the announcement last
week that John J. Rapisardi and George A. Davis, former co-chairs
of Cadwalader's Global Financial Restructuring Department, and
former Cadwalader partner Peter M. Friedman were joining
O'Melveny.

"Zach's deep substantive knowledge of bankruptcy law, creativity,
and tireless work ethic have led to many outstanding results for
his clients," said Davis. "We have worked with him for nearly 10
years and we are delighted he's joining us at O'Melveny," said
Rapisardi.

Added Firm Chair Bradley J. Butwin: "Zach is an excellent addition
to the world-class trio we welcomed last week. We have a truly
global team in place with top-notch specialists spanning the East
Coast, West Coast, and into Asia and Europe; we are creating one
of the finest practices capable of handling the most challenging
restructuring issues."

Smith represents debtors, creditors, lenders, and strategic
investors in in-court and out-of-court restructurings and has
counseled a wide array of clients through financial distress
situations. He has been the lead lawyer representing Vertis, Inc.,
a billion-dollar printing company, advising the company through
many challenging aspects of its chapter 11 proceeding. He also was
a key member of the team that served as outside counsel to the US
Treasury Department and Presidential Task Force on General Motors'
restructuring. Smith, who has developed a specialty in Puerto
Rican-based restructuring matters, represented a US-based hedge
fund in its acquisition of Ciudadela, a high-profile distressed
commercial and residential real estate project in San Juan,
through two simultaneous section 363 transactions.

Smith is recognized as an emerging leader in the bankruptcy field,
having recently been selected as one of five "Rising Stars" in the
bankruptcy area by Law360. He also was named one of twelve
"Outstanding Young Restructuring Lawyers" by Turnarounds &
Workouts magazine. Smith received his A.B., cum laude, from
Harvard University in 2000. He is a part-time faculty member at
his law school, Boston University School of Law (J.D., cum laude,
2003), where he teaches a seminar on financial restructuring
practice.

"I'm thrilled to become part of O'Melveny's global restructuring
platform and the growth of its New York transactions practice,"
said Smith. "The Firm has a wonderful culture and I'm looking
forward to contributing to O'Melveny in meaningful ways."

                About O'Melveny & Myers LLP

With approximately 800 lawyers in 16 offices worldwide, O'Melveny
& Myers LLP helps industry leaders across a broad array of sectors
manage the complex challenges of succeeding in the global economy.
We are a values-driven law firm, guided by the principles of
excellence, leadership, and citizenship. Our commitment to these
values is reflected in our dedication to improving access to
justice through pro bono work and championing initiatives that
increase the diversity of the legal profession. For more
information, please visit www.omm.com

Contact:

Piper Hall
O'Melveny & Myers LLP
Phone: (202) 220-5022
Cell: (202) 870-1800
phall@omm.com

Julie Fei
O'Melveny & Myers LLP
Phone: (213) 430-7792
Cell: (213) 440-7792
jfei@omm.com


* Matt Farrell Joins Renovo Capital
-----------------------------------
Matt Farrell has joined Renovo Capital.

Mr. Farrell has nearly 10 years of principal investing and
restructuring advisory experience.  Prior to Renovo, Matt was a
vice president with Deloitte CRG (previously CRG Partners Group,
LLC) where he provided consulting services to distressed middle-
market companies, including cash management, chapter 11 bankruptcy
advisory, debt and equity capital raises as well as leading sale
transactions.

Prior to Deloitte CRG, Mr. Farrell was an associate with Goldman
Sachs' Special Situations Group providing debt and equity capital
to healthy and distressed middle-market companies.  While at
Goldman, Mr. Farrell analyzed potential investment opportunities
in the business services, specialty finance and software sectors
in addition to resolving issues with existing portfolio companies.
Mr. Farrell started his career as an investment analyst with
Prudential Capital Group.  He graduated with highest honors from
the University of Texas at Austin with a degree in finance.
Mr. Farrell is currently a Certified Insolvency and Restructuring
Advisor (CIRA) as designated by the Association of Insolvency and
Restructuring Advisors.

                          About Renovo

Renovo Capital, through its Renwood Opportunities Fund, makes
control equity investments in troubled and underperforming
companies, and invests in other special situation opportunities.
Renovo's investment size ranges from $3 million to $20 million
with a primary focus on operating turnarounds, bankruptcy
reorganizations, debt purchases and out-of-court restructurings
for companies in the manufacturing, distribution and service
industries.


* Morgan Joseph Reports on Strength of Debt Capital Markets
-----------------------------------------------------------
Morgan Joseph TriArtisan LLC's newly issued Recapitalization &
Restructuring Report says that across most sectors of the debt
capital markets, inflows and issuance volumes are approaching, or
have exceeded, pre-crisis highs.

It points out:

    * CLO issuance, fueling approximately 60 percent of the
leverage loan market, reached $26.3 billion in the first quarter,
implying a one-quarter run rate above the annual highs of 2008's
nearly $100 billion in CLO issuance.

    * High yield volumes as of late April are just shy of the
record pace that produced $346 billion of new paper in 2012, which
it points out was more than double pre-crisis levels.

However, with M&A volumes stagnating since 2010, most debt
issuance has been utilized for recapitalization and repricing
transactions.  The lack of de novo loan demand from growth, be it
organic or transactional, has put additional downward pressure on
rates, with loans and high yield index yields at or below all-time
lows.

Says Jim Decker, a Managing Director who heads the group: "The
lack of demand for debt capital, despite attractive rates and
terms from lenders, is akin to the housing market of 2010-2012,
when home buyers held back because of a lack of confidence or
available capital for down payments.  Middle market deal making
has a similar feel, as financing widely is available but private
equity buyers remain disciplined on pricing and deal volumes given
the muted fundraising environment, declining dry powder and a glut
of yet to be exited investments."

As alluded to by Mr. Decker, private equity fundraising remains
stuck in neutral, despite all the capital being put in play in the
leverage markets.  Capital raised for private equity funds has
lingered at approximately $100 billion annually for the last two
years, 35 to 40 percent of the highs reached between 2006 and
2007.

Adds Mr. Decker: "Explanations range from overall investor flight
to quality in the form of greater capital structure seniority
offered by credit funds, to lackluster historical fund
performance, or the preponderance of investor capital still locked
up in older vintage equity funds.  Regardless of the rationale
behind the lack of fund raising activity, it is certainly
contributing to what continues to be a less than robust M&A
market, considering the generous financing terms available in the
marketplace."

Elsewhere on the financing scene, the Morgan Joseph TriArtisan
Group observes:

    * Competition for loans is fierce in the asset based loan
market, with average spreads remaining at or below the 200 basis
points mark.  However, with structure accommodations being granted
only stronger performing borrowers and most banks focused on
credit quality, the window has remained open for non-bank ABL
lenders in the middle market to accommodate less pristine
borrowers at premium pricing.

    * Spreads for syndicated loans have hit post-crisis lows with
B+/B trading in the 325 to 375 basis point range and BB/BB- in the
200 to 260 bps range.  Structures continue to loosen with softer
pre-pays, covenants and toggles becoming more standard features.

    * Record low interest rates are also creating bizarre
restructuring outcomes for lenders.  Some are reaping the benefit
via large "makewholes" that have been enhanced by treasury based
discount rates while others face the risk of becoming termed out
at "cramdown" rates, which have historically been tied to the U.S.
Prime rate.

The Report also features a Bid Protection study, with an update on
trends in break-up fees and expense reimbursements ("there is a
noticeable spike in break-up fee and expense reimbursement in
2012") and the quarterly DIP Financing Survey ("Though ample
liquidity available in the debt capital market has driven down
borrowing rates substantially since 2009, pricing for DIP loans
has remained relatively steady in a LIBOR spread band of between
500 and 750 bps.")

                About Morgan Joseph TriArtisan LLC

Morgan Joseph TriArtisan LLC -- http://www.mjta.com-- is an
investment bank engaged in providing financial advice, capital
raising and private equity investing.  The firm's services include
mergers, acquisitions and restructuring advice, in addition to
private placements and public offerings of equity and debt.


* Huron Addresses Interim Management Options for Distressed Cos.
----------------------------------------------------------------
Huron Consulting Group on May 23 released a Huron Financial
briefing entitled, "Interim Management: A Viable Business
Solution."  The article explores the practice of interim
management and outlines the ways in which interim managers can
improve the performance of businesses that are in crisis or in
transition.

"When a business is underperforming or in distress, appointing an
experienced and seasoned interim manager may be the most effective
way to improve the situation," said Daniel Wikel, managing
director, Huron Financial.  "With a unique set of core
competencies and turnaround expertise, interim managers are well-
equipped to address a business?s specific needs and guide it
through operational and financial challenges."

The goal of interim management is to strengthen and stabilize the
enterprise, which requires four essential turnaround components:

     * Identify the appropriate and effective strategy
     * Determine the optimal capital structure
     * Execute operational speed and effectiveness
     * Assess and enable managers and employees capable of
       executing the strategy

Interim managers may work alongside current executive management
or may replace existing management in order to adequately guide a
company through distress or fill the gaps created by a vacated
position.  Replacing management with an interim manager is a step
taken most often by equity stakeholders and the board of directors
when a business is performing poorly relative to its peers, when
an event such as litigation or the discovery of fraud threatens
the enterprise, or when existing leadership is considered
ineffective.  In some cases, a chief restructuring officer may be
added to the executive management team.

By gaining a deep understanding of the situation and building on
the four essential components of a turnaround, interim managers
can quickly lead the necessary transformation process to provide a
viable business tool for improving enterprise performance for an
organization.

                  About Huron Consulting Group

Huron Consulting Group -- http://www.huronconsultinggroup.com--
is a provider of business consulting services.  The Company helps
clients in diverse industries improve performance, reduce costs,
leverage technology, process and review large amounts of complex
data, address regulatory changes, recover from distress and
stimulate growth.  The Company provides consulting services to a
wide variety of both financially sound and distressed
organizations, including healthcare organizations, leading
academic institutions, Fortune 500 companies, governmental
entities and law firms.  Huron has worked with more than 95 of the
top 100 research universities, more than 400 corporate general
counsel, and more than 385 hospitals and academic medical centers.


* 8th Cir. Appoints Michael E. Ridgway as Minn. Bankruptcy Judge
----------------------------------------------------------------
The Eighth Circuit Court of Appeals appointed Bankruptcy Judge
Michael E. Ridgway to a fourteen-year term of office in the
District of Minnesota, effective May 20, 2013, (vice, Dreher).

          Honorable Michael E. Ridgway
          United States Bankruptcy Court
          7W U.S. Courthouse
          300 South Fourth Street
          Minneapolis, MN 55415

          Telephone: 612-664-5260
          Fax: 612-664-5306

          Term expiration: May 19, 2027


* BOOK REVIEW: Land Use Policy in the United States
---------------------------------------------------
Author: Howard W. Ottoson
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://is.gd/tiz2N3

In 1962, marking the 100th anniversary of the signing of the
Homestead Act by President Lincoln, 20 nationally recognized
economists, historians, a political scientist, and a geographer
presented papers at the Homestead Centennial Symposium at the
University of Nebraska. Their task was to appraise the course
that United States land policy had taken since independence. The
resulting papers are presented in this book, grouped into five
major areas: historical background; social factors influencing
U.S. land policy; past, present and future demands for lands in
the U.S.; control of land resources; and implications for future
land policy.

This book begins with a summary of the Homestead Act, its
antecedents, the arguments of its supporters and detractors, and
its intent versus implementation. The Act offered a quarter
section (160 acres) of public land in the West to citizens and
intended citizens for a $14 filing fee and an agreement to live
on the land for five years. The program ended in 1935.

Advocates claimed that frontier lad had no value to the
government until it was developed and began generating tax
revenue. Opponents feared the Act would lower land valued in the
East and pushed for government sale of the land. In practice,
states, territories, railroads and investors were able to set
aside more land than was eventually handed over to the
homesteaders.

One paper deals with land policy before 1862. From the start,
the U.S. required that "all grants of land by the federal
government should embody a description of the land not merely in
quality, but in place as defined by relation to an actual
survey." This policy avoided countless boundary disputes so
vexing to other countries.

Perhaps most interesting are the social history chapters:
Czechoslovakians pushing wheelbarrows across Nebraska,
"Daughters and Sons of the Revolution.(living) next
to.Mennonites," and "an illiterate.neighborly with a Greek and a
Hebrew scholar from a colony of Russian Jews." Mail-order
brides, "defectors from civilization," the importance of the
Mason jar, the Jeffersonian dream of a nation of agrarian
freeholders, and Santayana's observation that the typical
American skitters between visionary idealism and crass
materialism, all make for fascinating reading.

The land-use policy problems discussed certainly haven't been
solved today. And, although land use conflicts in the U.S.
haven't always been resolved equitably, "the big step forward
taken by the United States during the last one hundred and fifty
years in the age-long struggle of man towards the ideals of
mutuality and equity has been the working out of a system
wherein the sovereign superior who prescribes the working-rules
for land use and decision making have become, himself, a
collective of the citizenry."

A chapter is devoted to the arguments between the family farm ad
the "sentiment against concentration of wealth in the hands of a
few." The discussion of the Land Grant college system and its
contribution to international development closes with a quote
from Chester Bowles:

"Can we, now the richest people on earth, become creative
participants in the unprecedented revolutionary changes of our
era, changes that the most privileged people will oppose tooth
and nail, but which for the bulk of mankind offer the hopeful
prospect of a little more food, a little more opportunity, a
doctor for their sick child, and sense of personal dignity?"


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez,
Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl
Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
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are $25 each.  For subscription information, contact Peter A.
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